Sex Ed: Changeling Style

by dirty little secret

Rating: mature
Tags: Violence, Slice of Life, My Little Pony: Friendship is Magic, Romance, Changelings, Porn, Fetish, Queen Chrysalis, Non-consensual, Sex
Length: 67635

Chrysalis' changelings need to learn every aspect of stealing a pony's love. They enjoy some classes more than others.

Chrysalis' changelings need to learn every aspect of stealing a pony's love. They enjoy some classes more than others.

Follow Buzzik as he experiences sex ed, Chrysalis style.

Cover art by dimwitdog.

Other stories based on this story:
Sex Ed: Twilight Style
Sex Ed: Diamond Dog Style

Chrysalis' Lesson Plan:
-Prologue
-Lesson 1: Seductions and Oral Reports
-Homework 1: Babysitter Blues
-Lesson 2: Copulations
-Homework 2: Observation
-Lesson 3: Satisfying Multiple Partners
-Homework 3: In-Class Orgy
-Lesson 4: Versatility and Adaptability
-Homework 4: Homosexuality
-Lesson 5: Toys and Tentacles
-Homework 5: Summoning a Jellymare.
-Lesson 6: Kinks and Useful Knots
-Homework 6: Fetish Exploration
-Final Project: Applied Science of Seduction: Seduce and Bed a Real Pony
-Epilogue

Published 2015-04-27 22:10:01 UTC
Last updated 2017-01-06 04:38:03 UTC

Lesson 1: Seductions and Oral Reports

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Homework 1: Babysitter Blues

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.”

Lesson 2: Copulations

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.”

Lesson 2: Pony Copulation

“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.

Homework 2: Observation

Author's Note

Warning: This chapter contains orgy, oviposition, some hyper-endowment, light cum inflation, and some cum swapping.

Homework 2: Observation

I flitted up through the classroom's entry hole and followed my classmates, who were in turn following after Chrysalis. Or, rather, I followed my classmates' rumps... and even as spent as I was, I caught myself taking an interest in more than a few of them.

We walked on and on, out of the residential area of the hive, through the slime production area, past the mushroom farms, and past row after row of honeycombed incubation cells.

Everywhere we went, we drew the eyes of all the adult changelings... and their gazes were all too knowing – their grins all too smug.

Finally, we approached the deepest layer of the cavern: the Queen's Lair.

I had never been here before, and probably none of my classmates had either. The tunnel was smoother, straighter, though it seemed even smaller... or maybe that was just the dimmer-than-normal lighting.

We followed her for a long way down the claustrophobic tunnel, its monotony only broken by occasional pairs of changeling guards who stared down at us disdainfully.

Finally, we came to a wider section. It was a large room, and well lit, though it seemed to serve as little more than a doorway. Slowly, the huge black doors on the far side of it creaked open. The Queen was home.

The class was silent now, trailing after Chrysalis, cowed as if they had done something wrong and were being brought in for punishment. Inside, the walls were polished to a mirror-black finish, and it was pleasantly warm in contrast to the chilliness most of the cave gave off.

We passed through one great, echoing hall before reaching the staircase at the end of it and descending even further.

I had never dreamed our changeling cavern went down so far, yet we followed the loosely spiraling staircase lower and lower, all the way to the bottom where it ended.

Here, the green light was intense, though it seemed to lack any source. Thin curls of mist swirled around the floor in places, but it was very warm – almost hot.

Chrysalis called out, and her call was returned by a dozen or more eager changeling stallions who emerged from the mists. Mares came in behind them, seeming less eager... but they stared at the Queen with strangely wide eyes. I spotted more than a few tongues licking lips.

“Welcome, class, to my harem.”

I hadn't noticed the absence of Chrysalis' voice until it returned. Only then did I realize just how silent she had been on the way here.

“Your assignment now is simple. You are to observe the changeling reproduction process in its full glory.” She turned and strutted away. “Gather around me, and feel free to take notes.”

Chrysalis stopped in front of a shorter mare, lifting the mare's chin up with her hoof. “You're first, my darling. Are you ready?”

The mare nodded.

Chrysalis didn't waste any time. She rushed around the mare and mounted even before her ovipositor was fully erect. By the time she was ready to thrust in, though, the smooth black shaft was up and ready, dripping with its mysterious moisture. She penetrated slowly and smoothly, gliding into the mare in one long thrust.

“In the harem, we strive for maximum efficiency. The hive has only one queen, and we need all the young changelings we can get.” She grunted slightly as she bottomed out inside the mare. Juices squelched out around the base of her shaft. “Can anyone guess how we accomplish this?”

A few of my classmates glanced at each other, but none of them hazarded an answer.

“We multitask, of course.” As Chrysalis began sliding in and out of her mare, she looked behind her and called out, “Number Six. You're first.”

One of the stallions jumped to the front. A thin chain around his neck held up a tag that read '6'. He didn't seem to mind his lack of a name, prancing around eagerly behind Chrysalis. His body was magnificent, even to one who preferred mares. Lithe, rippling muscles that made his chitin bulge and the glossiest of manes.

When he reared, the whole class could see it wasn't only his muscles that were well-endowed. He already sported a generous hard-on, but it was his balls that made my eyes go wide. Huge and dangling low, they were nearly the size of my head. They dangled and bounced hypnotically, full and heavy.

Chrysalis snarled. “What are you waiting for?”

He leapt onto Chrysalis' back, shoving himself into her with a well-practiced swing that in turn shoved her into the mare below. All three gasped.

I, along with my class, gaped at the spectacle in front of us. Our ruler, our Queen, was sandwiched in between her two lovers, moaning as the stallion called Six spread her wide. The mare below trembled, and her tightly stretched pussy clenched around Chrysalis' long, smooth rod.

When Six pulled back, Chrysalis took charge... of course. With space to move now, she pressed herself back against him, hilting him again with a wet squish. She pressed forward, pulling herself off of Six and at the same time slamming down into the mare beneath her again.

The mare squeaked, but quickly cut herself off. Were they even allowed to make noises?

Again and again Chrysalis rocked back and forth, rolling in between her two stationary lovers until, finally, the stallion grabbed her hips and shoved forward, preventing her from pulling out of the mare below. His legs trembled, and the whole class stared in awe as his enormous sack clenched.

His cock pulsed inside Chrysalis over and over... and over and over. It just kept going, drawing a deep moan from the Queen. Yet more came, but he began to slow just as some of it started spurting out around Chrysalis' nethers. Spent, he slid out of her. His softening cock pulled a wave of greenish cum out with it.

“Seven!” Chrysalis called out.

A bigger, stockier, but no less amazing stallion shoved Six aside and mounted the Queen. As he pressed his broad, flared tip into her, we could all see he was even more endowed than the previous one. It was enough to make me feel a little inadequate, especially since I had just been in that position and only given the Queen a few meager squirts.

He was orgasming before he even finished his first thrust, pumping another prodigious load deep inside Chrysalis. With every twitch of his cock, he shuddered... and he just kept going. Massive throbs traveled down into her over and over. He seemed to be filling her with his deluge for longer than Six had been inside her at all.

I stared. I could almost swear I could see the Queen's belly pulsing in time with Seven's cock.

As he gave his last few twitches, before he even pulled out, the Queen called out, “Eight!”

As yet another perfect specimen of stallion tromped up, I managed to pull my eyes away just for a moment. I gave a glance at the rest of the class, but then did a double-take when I noticed Aphin's hoof at work between her slender legs.

Chrysalis groaned again, but I kept staring at Aphin. She turned and looked at me. Our eyes met... her hoof didn't stop.

I glanced back at Chrysalis in time to see the fat swells moving down her ovipositor as she groaned again.

Aphin was right next to me. How did she get there without me noticing? She took hold of my hoof and lifted it... into something warm, soft, and wet. The silky lips of her pussy twitched against my hoof. I just stared at her.

As Chrysalis moved to her next mare – all without dislodging the stallion feverishly humping on her back – Aphin made her move.

Her own hoof, still slick from her juices, slid across my belly up to my sheath, sliding across it, massaging it gently, before moving even further to caress my testes, even as inadequate as they seemed to me at the moment.

I glanced around. None of the other classmates seemed to notice our activities, and Chrysalis was far too absorbed in what she was doing. I began to move my hoof, earning a shudder of delight from Aphin.

The Queen was busy thrusting into her next mare, and so was Six. He was sloppily making out with Chrysalis as he buried himself in the mare's throat below. When Eight began spasming, Chrysalis bit down on Six's neck, and his cock exploded inside the mare below, instantly gagging her with an obscene amount of cum.

My own cock gradually slipped out and stiffened under Aphin's gentle touch, beginning to twitch in time with her slow strokes. I kept pressure on her, rubbing tame little circles into her clit, slowly opening her lips around the smooth edge of my hoof. Her tiny pussy winked against me incessantly, begging for more.

“Nine! Next mare!”

Chrysalis plunged into her next pair with gusto. This stallion was even bigger than the ones before. His absurdly oversized pair bumped Chrysalis' back legs with an audible pap during every thrust.

A now-familiar tingle was growing inside me. Aphin clenched, then swiped her hoof away from me so she could bite down on it, smothering a squeal as she came, squirting all over my hoof.

She looked up at me and smiled, then glanced down. With one more check to make sure none of the students were watching her, she lowered her head down.

I took my own moment to glance around at my classmates, noticing more than one of them furtively working themselves with their hooves, but none of them were looking at Aphin and me. Their eyes were glued to the spectacle in front of them.

Aphin's soft little lips kissed my tip and slowly slid down, caressing their way all the way to the base of my shaft. I had to stifle a moan. This was the first time I'd ever done something like this when I hadn't been told to do it – I wasn't sure what might happen if someone noticed us.

Chrysalis groaned. I looked up in time to see Nine empty himself into her. This time, I was sure. Her belly was pulsing, expanding, with every twitch of the stallion's massive balls. As he continued gushing into her, she groaned again and her own shaft began pulsing, sending fertile eggs with every throb.

As the Queen pulled away from her latest pair of lovers, Aphin intensified her efforts. Her tongue slathered over me, and her hoof joined in, stroking across the now-slick surface.

“You again?”

I looked up to see the Queen staring at her next mare. The mare blushed and gave a cute smile – a smile Chrysalis returned with a predatory grin.

“Lie down on your back,” Chrysalis ordered. “Ten, make it fast!”

Somehow, Aphin managed to get the tip of my cock inside her mouth. Both of her hooves began stroking me as she dipped lower beneath my belly, and she made precious little humming noises that no one else seemed to hear.

In front of us, Chrysalis lowered herself onto the lying mare and kissed her passionately before slowly pressing the elegant length of her ovipositor inside. The Queen's tight round ass was pointing almost straight at me, her pussy winking furiously even as a long, thin strand of cum dripped from it.

My cock twitched as I remembered it being buried deep inside that very marehood. Aphin made a slight choking sound, but she pressed a little deeper.

Another changeling stallion mounted the Queen, blocking my view of her with his balls as he plunged into her. This one wasn't quite as huge, but his dangling pair was still bigger than I thought any changeling's ever could be. Every thrust he made gave a wet squishing sound...

...That echoed the same wet sounds coming from beneath me. I glanced down for a moment to watch Aphin's petite little ass wiggling in time with her stroking my cock, then looked back up at what I was supposed to be watching.

Ten didn't last long. With one last grunt, he clenched up and buried himself deep inside, pouring himself into the Queen. Her belly grew even more, making her look almost pregnant with her abdomen swelling out much wider than her hips. “Another!” she cried.

As Ten sloppily pulled out of Chrysalis, her gaping pussy pointed right at me, showing me the cum seething inside. She winked again and again, begging for more even as thick strands seeped out from her overfilled womb.

It was too much, that need, that desperation for cum. My tip flared, popping itself out of Aphin's tiny mouth, but she pressed her muzzle against it, wrapping her long tongue around the top of the shaft and opening her mouth wide.

I exploded into her, coating her tongue with strand after sticky strand, filling her mouth completely with my cum.

As my last spurts died down, Aphin pulled away. Her cheeks bulged, and a thin trickle of light green seed trickled from the corner of her lips... but the way her eyes stared at me, half-lidded and so satisfied with a job well done, it was—

Everything was too quiet. I looked up to see Chrysalis – and the rest of the class – staring at us. My cheeks flushed hot, and my erection quickly withered away.

After a long moment, Chrysalis grinned, still buried deep inside her mare, still slowly thrusting into her. “Such initiative... No, child, do not swallow. Come here.”

Her cheeks still puffed wide, Aphin hesitantly made her way to the Queen.

“Kiss me. Let me taste.”

Aphin's eyes shot open wide, but after a moment, she calmed and leaned down to Chrysalis. At first, it was just a quick peck on the lips, but Chrysalis would have none of that. Deepening her thrusts into the mare below her, she reached up and grabbed the back of Aphin's silky mane, pressing their lips together.

I couldn't look away if my life depended on it.

Chrysalis' tongue slipped out and licked across Aphin's face slowly, picking up the trickle from around her lips before teasing the edge of them. When her tongue plunged into Aphin's mouth, forcing it open, a thick wave of cum – my cum! – splashed out and into the Queen's mouth, splattering all over her muzzle and cheeks. She licked her lips and jutted even harder into the mare below her.

The mare whimpered, staring at the Queen's mouth.

She swallowed a little, but when she spoke, her mouth was still coated. “You want some, don't you?” Diving down, she pressed her lips onto the mare's and slathered her with the sloppiest of kisses. As the Queen's tongue writhed across and inside her, the mare was coated in a thick layer of my cum, making her moan even more.

Chrysalis seemed to be enjoying it as well. She didn't take her mouth away, but her thrusts were becoming jerky and erratic. Her pussy, achingly empty, jutted out at me and winked over and over, spilling a cocktail of juices that must have even included a little of my own.

With one final groan, Chrysalis hilted herself inside the mare, making her squeal. She was buried too deep inside to see much of her shaft, leaving only a tiny sliver outside... but that sliver rhythmically pulsed wider as yet another mare was impregnated by the Queen, stretching the mare's pussy with every throb. Chrysalis' own marehood gave one final, powerful, wink and spurted a spray of droplets toward the class, coating some of them.

Gasping as they were, some of the class caught those drops in their mouths.

All was finally still. Chrysalis breathed a huge, heavy sigh, then slowly picked herself up off of the mare and let her ovipositor subside back into her belly. “I...” She huffed. “I believe that is a sufficient lesson for today.” She walked forward, her belly sloshing with every step, until she stood by the doorway out. “If you are unsure of the way back, ask any of the... Unh!” Her pussy pulsed again, only half-hidden behind her tail, and a thick wave of greenish-white juices flowed down her inner thighs. “Ask any of the guards, and they will show you the way. Go home and... mmn... and think about what you saw here.”

The class as a whole started filing toward the door, eying the enormous puddles on the floor as they stepped around them. I joined them, of course, doing my own part to steer clear of any suspect wet spots on the floor.

Chrysalis caught my eye for a moment as I passed, and she licked her lips, full of lascivious meaning.

Yes, I would definitely think about what I saw here. I probably wouldn't be able to sleep tonight from thinking about it. Maybe if I had someone to take my mind off it... For the first time ever, I found myself hoping that Kizza would be babysitting me tonight.

Lesson 3: Satisfying Multiple Partners

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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Thanks for reading!

Homework 3: In-Class Orgy

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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Homework 4: Homosexuality

Warning: This chapter (and only this chapter) contains lots of gay butt sex.

“That marks the end of today's lesson,” Chrysalis said. “Transform back into changeling form and find a partner of the same gender to sleep over with.” She seemed to laugh to herself. “Tonight's homework is going to be very interesting.”

After I automatically obeyed my Queen's instructions and changed back to changeling form, my mind went into a sudden panic, but I soon snapped out of it. Of course I knew who I would pick – my old buddy Stikka. I then promptly went back into a panic when I considered why we might be picking out same-sex partners for sex-ed class. Did I really want to do that with Stikka?

While my mind was busy running in circles, Stikka found me. He didn't say anything, just stood there next to me, almost possessively.

I gulped. I really wasn't sure I was ready for it, especially not after what I'd already just been through.

Watching the rest of the class distracted me from it a little. I noticed Mik-Mik and Drakka pairing up, and when I saw Flivvy and Aphin together, my eyes went wide, thinking of the implications that might have. If I didn't stop thinking about what they'd be doing tonight, what I was thinking of might become obvious to everyone.

“So, big night, huh?” Stikka said to me.

My thoughts of arousal vanished.

“Whose house are we going to?”

It wasn't as if we hadn't stayed over at each other's houses before, lots of times. I had a feeling this time would be different, though.

“You okay, Buzzy?”

“My house,” I made the snap decision.

He looked at me hard, but then shrugged. “Alright.”

By now, everyone in the class had paired off. Well, almost everyone. There was an even number of mares, but an extra stallion, Kuddio, had been left out.

Chrysalis had noticed this as well. “Kuddio,” she said, “you're going home with Mik-Mik and Drakka. The three of you will work together on this project.”

“And what exactly is this project?” Zilly asked, impudently. “Are we gender-swapping again?”

But Chrysalis didn't seem to mind. “No, not at all. In fact, if any of you think you can get out of this by gender-swapping, you will fail this homework. And you know what failure means – the whole class gets to have their way with you.” She grinned wide, showing some of her sharp teeth. “Now... Not all ponies are attracted to the opposite gender. If you're to learn how to deal with all types of ponies, you need to learn how to attract and satisfy homosexual ponies. That is why your assignment tonight, Zilly and Mizzt, and the rest of you as well, is to have sex with your chosen partner.” She glanced at Mik-Mik's group of three. “Or partners, as the case may be.”

There was a moment of awkward silence in the classroom as many of the changelings glanced at one another. Most of them had looks of trepidation, but on a couple faces I saw blatant anticipation. Shockingly, I even saw a bit of a grin on Stikka's face.

“Class dismissed.” With that, Chrysalis flitted up through the entrance hole and left us all to our own devices.

I gulped. Tonight would be interesting indeed.

* * *

The trip home had been awkward and quiet. Even if I had wanted to talk to Stikka about it, the last thing I wanted was for my brothers in the hay cart to overhear and figure out what was happening ... what was about to happen.

When we arrived at my home, though, I was in for another surprise. Inside, we weren't greeted by my mother and father. Instead, it was Kizza, the babysitter, who met us at the door.

“Hi there, guys!” She smiled, and I thought I caught a hint of her glancing at me in particular. “Ready for a fun night?”

My brothers gave a very enthusiastic “Yes!” and even Stikka joined in. I didn't, though. I wasn't sure if I really was ready or not. Would it really be fun?

“Where'd Mom and Dad go?” I asked.

She shrugged. “They didn't say. But they'll be back tomorrow morning.”

Through most of the evening, I brooded in silence as Kizza played games with my brothers and flirted outrageously with Stikka. It was unbearable, waiting for it, but what choice did I have? There was no way we could try anything before the brothers were put to bed.

Finally, though, they were. That left only me, Stikka and Kizza in the main family room.

I gulped, then turned to Stikka. “I, um, I guess we should head to my room?”

Kizza giggled. “What's the Queen have you learning now?”

I declined to answer, my face burning red, but Stikka wasn't so shy about it. “Tonight's the homosexuality homework.”

“Oh.” Kizza looked at the two of us, glancing back and forth. “Oooh.” She grinned all too knowingly. “That sounds like fun.”

I cringed; Stikka rubbed the back of his head.

Kizza giggled. “Can I help?”

Now that would make things more comfortable! If it was a threesome with a mare, somehow that seemed to make a little stallion-on-stallion action mixed into it a lot more acceptable. “Sure!” I said.

“Well come on, then!” She trotted jauntily toward my bedroom, the bow in her mane bouncing with every step.

Both me and Stikka followed, a little more slowly than her.

When I got inside just behind him and shut the door, Kizza smiled at us. “Aww! You two are so cute together!”

That wasn't helping things. “Oh come on!” I said.

“What was that?” Her mirth only grew. “You want me to cum on you?”

“No, that's not what I said at all. I said—” My eyes went wide as she flashed in green flame and transformed into a muscular pony stallion, still wearing her hair bow.

“I think I can do that.” She looked at me through the frizzy hairs of a light-blue mane and angled her false body a little differently, letting me see just how well-hung she'd made herself. “Stikka's your name, right?”

Stikka nodded.

“How about you take the back end, and I'll take the front?”

“Ah ... um, okay.” He grinned. “You ready, Buzzy?”

I shook my head vehemently no, but both of them advanced on me anyway. The look on Kizza's face, in particular, wasn't conducive to my peace of mind.

Kizza reached me first and gave me a surprise kiss on the lips, cradling my face in her hoof. It was only for a moment, and when we broke apart again, I stared at her, wide-eyed.

She smiled back, her grin twisting smugly, her hoof still caressing my jaw. “Now you'd better transform, too. I don't want to feel those little fangs on my cock.”

I gulped, and she must have noticed it.

“I want it to feel as good as possible, after all—” she winked “—when my thick, meaty cock slides down your throat.” I gulped again, and she laughed. “Oh Buzzik, you're so much fun to tease!”

Returning her laugh half-heartedly, I smiled back at her. Just a joke, right ... except that's exactly what would be happening in a few minutes.

Distracted with Kizza, I didn't even notice Stikka behind me ... until he slapped my rump with a hoof.

Shocked, I looked back at him, finding only another smug grin.

“Make sure you pick a pony form that has an ass as good as yours,” he said.

What? How could a remark like that be coming from Stikka of all changelings? Whatever. Pay it no mind. All I had to do was get this over with. And then never think about it again. Easy, right?

Since Kizza's request was reasonable – I didn't have her expertise to be able to fellate with fangs safely – I transformed, choosing to be a yellow pony stallion of average build with a green mane. As a joke, I gave myself a pincushion cutie mark. That was what I felt like I was about to become.

Kizza smiled at me again. “Nice.” She turned, intentionally giving me a very up-close view of her pony rump and the big, full balls dangling between her legs, then walked over to the bed and sat down on it facing me. She spread her legs wide, putting her pony body on full display for me.

I couldn't help but stare at the long expanse of light-grey belly, and I couldn't help myself from following it down to the darker grey skin beneath. Her jutting sheath and the balls resting comfortably on the bedsheets below.

“Come on, Buzzik. A little taste won't hurt, will it?”

I stared at her as if it might. But, I knew better than to risk the Queen's wrath. I had to do this. Walking up to her ever so slowly, I lowered my head until my nose was almost touching the tip of her sheath.

“Oh, Buzzik. I can feel your breath on it. You're such a tease! I'd forgotten how nice this feels.”

I braced myself mentally. It wasn't as if I'd never done this before, was it? I'd just never done it before as a stallion. Why should that be any different? With a deep breath, I went just a little closer and licked the rim of her sheath tentatively.

The tip of her cock immediately swelled up, protruding a little from the sheath, making me jerk back a little.

“It's okay, Buzzik. Just go for it.”

I knew I should... but somehow, I couldn't make myself do it. The head of her cock began to slowly sink back down inside.

“Maybe you can just start with the balls a little,” she suggested in a helpful, cheery tone.

Yeah ... sure ... I could do that, right? I lowered myself further and took a deep breath. I just had to do it, that was all. Just lick them. Another deep breath. Okay, do it. Squeezing my eyes shut, I stuck my tongue out and drug it across the two orbs. They were smooth and warm, dry and surprisingly firm.

“Mmm, yes.”

I did it again, and then again. It was starting to feel a little less weird. Just licking stuff. It wasn't so bad. But then I opened my eyes, and I couldn't help but see just what I was licking. I had to forcibly stop myself from freaking out.

Her darker-grey cock had slipped free of its sheath and was arching limply over my head. I could hardly see anything else.

“Go ahead,” Kizza prompted, “you know what to do.”

I did. And I knew I had to do it, or Chrysalis would probably have me sucking every cock in the classroom, and her own ovipositor while she was at it.

This time, I didn't shut my eyes. Pulling away a little, I raised my head until the tip of it was pointing right at me, though it bobbed up and down a little once I got there, forcing me to grab it with a hoof and hold it still as I opened my mouth.

I put it in. It was much like what I'd had earlier, back in the classroom. I didn't know why I'd expected it to feel different. The tip of it throbbed in my mouth and stiffened a little.

The faster I got her off, the sooner this could be over. I swished my tongue across the broad face of her tip, letting myself drool on it freely, and I began to bob my head a little, feeling the intense warmth of it pressing against the back of my mouth.

I heard Stikka spit behind me, then jumped as I felt his hoof rubbing me under my tail. Popping Kizza's cock out of my mouth, I looked back at him. “Hey!”

“What?” He continued rubbing his spit onto my asshole. “You want to be lubed up, don't you?”

He was a little sideways behind me, and I noticed with a bit of horror that he was already fully erect, his hard changeling cock bobbing beneath him and slapping his belly.

Uh oh.

I backed away from Kizza, pulling away from Stikka as well. “Guys, I'm not sure I want to go through with this, I mean, I...”

“Oh come on, Buzzik.” Kizza rolled her eyes. “You'll enjoy it, I promise.”

Somehow, that's what I was afraid of.

Stikka came trotting toward me. “Don't chicken out now, Buzzy!”

Okay, right. This was something I needed to do. “I, uh... Okay.” Fine. Get it over with.

I walked back over to them, glancing back and forth between them nervously.

“That's more like it.” Kizza rose up off the bed, meeting me halfway and nuzzling my neck. That did feel warm and nice, even if it was a stalliony muzzle. “Just try to relax. Don't clench up.”

Relax? What was she talking about? There wasn't any—

Stikka's chest landed on top of my rump.

I felt myself clench up immediately. Oh... That's what she meant. I lifted my tail and did my best to relax, cringing at the thought of what was coming.

Something very warm and way too big prodded me under the tail.

“Ssh...” Kizza hugged my neck, rubbing her cheek into my mane. “Just relax and let it happen, little guy. The calmer you are, the easier it will be.”

Stikka pushed against me, the pressure mounting against my hole, but still nowhere near enough to push through.

“Are you ready?” Kizza whispered into my ear, then pulled away slightly. “Do it, Stikka.”

The pressure suddenly doubled. How in Tartarus was he able to push so hard? I felt myself stretching, and then it happened. Stikka's bulging tip pressed into me, popping through the tight barrier.

I suddenly felt filled to the brim, so stuffed! It was inside me, its warm bulk filling my every thought. How was this possible?

He pressed in further, and it slid in easily now, inch after inch of it slowly wedging itself into me. Even though there was less resistance, it stretched me so much it hurt, and it was only getting worse as he went deeper and deeper.

I cried out, but Stikka didn't stop.

He kept pushing in, grunting as he did so, pulling on my thighs, until he'd buried himself all the way to the hilt, unable to budge any further.

I could barely breathe. Muscles inside me I'd never paid attention to before were twitching and spasming around something they'd never felt before.

Kizza patted me, kissing my neck. “Good job, good job.”

Stikka began to pull out a little.

“No!” I cried out. “Just keep still for a moment... please! I just... I just need a moment.”

Thankfully, he paused for me, just like I'd asked. Goddess, that aching, stretching feeling splitting me apart inside! And so sensitive! I could feel every bit of his shaft, every contour of it, just from the motion of his breathing above me.

Kizza pulled away and stood on her hind legs in front of me. “Now, where were we?” Her cock was fully hard now and trembling right in front of my face.

I didn't even hesitate this time – I was too far gone. Leaning forward, I just wrapped my lips around her swelling head and went to town, slurping all over it.

She groaned. That was good. The sooner they got off, the sooner I could put all this behind me.

Behind me, Stikka started moving again, just little nudges in and out, but it felt as if he was pounding me for all he was worth. There wasn't much pleasure in it, just that huge, inescapable pressure dominating everything.

Every thrust of his pushed me a little deeper on Kizza's cock, whether I liked it or not. Soon, as he began pushing into me harder and harder, she slipped into my throat entirely, and from there, she slid down easily, bottoming out inside my mouth.

I gagged, but the pressure didn't let up, not from either end. So much fullness, from every angle! I felt stuffed to the brim, about to explode if the pressure increased. Swallowing as best I could, and relaxing my tailhole as much as possible, I struggled to take it, take it all. I felt almost like a proper slut, struggling to get as much as I could out of them as they both started pushing into me in unison, squeezing me in between them.

Kizza set her front hooves down on my shoulders; she must have been face to face with Stikka up there. I wondered what faces they were making, what looks they might be giving each other.

A vague feeling of shame washed through me when I noticed that I was dropping out of my sheath, too. What about this was turning me on? No, I couldn't possibly be getting turned on by this.

Above me, I heard the sounds of sloppy kissing, both of the stallions moaning into each other's mouths as they stuffed me as deeply as they could.

My cock bobbed up to complete hardness. Well, damn. So much for not being turned on.

Somehow, Stikka seemed to sense this. One of his hooves wandered down from my flanks and around my belly, until it reached to my needy stallionhood and wrapped partway around it. The hoof was still wet from when Stikka had been rubbing his spit onto my asshole moments ago.

I moaned around the stiff, warm cock in my throat, and Stikka laughed, pushing himself into me hard. “Like that, don't you?”

I couldn't answer, but I did. Now that I was turned on, something about the way the underside of his shaft rubbed against me in one spot was amazing. I'd never felt anything like it before; it seemed to multiply the pleasure I was getting from his changeling hoof rubbing me down below.

Kizza started thrusting into my mouth hard, fucking my face, making me choke on her deeply buried shaft as it slid in and out... But I felt different now. I reveled in it, gulping her down eagerly, working her cock for all I was worth.

Stikka was thrusting into me in time with his hoof strokes now, each pulse putting a strange sort of pressure on me. It felt a lot like an oncoming orgasm, even though it was far too soon to be an orgasm...

I moaned loudly against Kizza's now-slippery cock, making the spit it was coated in bubble and froth. Something weird was happening inside me, a tingling, sparkling pressure that could only go one way and—

My cock pulsed, shooting thick strings of cum onto the floor between Kizza's hooves, where they hit with audible splatters. It went on and on, making a puddle below us. I felt like I was being squeezed empty from the inside. I'd never come so hard in my life.

Stikka chuckled, and I could feel the vibrations of it inside my ass. “I think he likes it.”

A few last spurts came out, and my cock continued to twitch and pulse even though it had no more to give, the orgasm going on even after I'd run dry.

“I told him he would,” Kizza said.

Finally, the waves of pleasure waned and my cock stopped bobbing up and down beneath me, beginning to soften.

Stikka released it and let it hang down limply. “Let's give it to him,” he whispered to Kizza.

Both of them began thrusting in earnest again, filling me and moving me in ways I'd never felt before. It was so overwhelming; all I could think about was cock, cock, cock, the huge shafts moving inside me as I did my best to pleasure them. There was an overwhelming warmth all over me, and I felt like I was melting around them, putty in their hooves.

Kizza came first, lodging her flaring tip deep inside my throat, completely blocking my breathing, but only long enough for her to spill copious loads of her cum straight into my stomach. I traced my tongue along the bottom of her cock, following the swelling bumps of each spurt as it traveled through her and down into me.

Stikka wasn't far behind. Before Kizza's twitching stopped, he clenched around my rump and jerked back and forth, rocked by his own orgasm, spraying his load deep inside my ass.

If I thought I was full before, that was nothing. Now I was being pumped to the breaking point, their cum pouring into me from both directions, painting my insides white and light green. I imagined the two waves rushing through me, unstoppable from the force of their gushing orgasms, meeting somewhere in the middle and mingling into a soup of their love deep inside me.

Kizza and Stikka pulled out of me almost simultaneously, both of them trailing sticky tendrils of cum as they went. They panted and heaved as they dropped back to the floor.

I just grinned, standing there with my lips dripping and my asshole gaping, feeling the strange triumph only a successful slut can feel: a satisfied cockiness, a sort of pride in accomplishment ... and so much wet warmth deep inside. I'd done it, and I'd done it well.

Author's Note

This story is brought to you thanks in part to my Patreon supporters! They're invaluable for keeping me focused and motivated to write with the power of the deadline.

If you'd like to help keep me writing, please check out my Patreon page.

Lesson 5: Toys and Tentacles

Warning: Contains large insertion, tentacle sex, butt plugs.

After the last pair of changelings in the class had gotten their homework graded, Chrysalis sent them back to their seats. Her magic flared from her horn, and a wooden crate floated out from behind her desk.

Every changeling's eyes followed it until it settled down next to the Queen.

“Now, class,” Chrysalis said, “some ponies feel the need to augment their limited sexual repertoire with various tools or 'sex toys', as they call them.” She turned and popped the crate open with her hooves.

All the changelings – me included – stretched up in their seats, trying to get a peek inside the box.

Chrysalis pulled a huge purple toy from the box. It looked just like a stallion's cock, except it flopped and bobbled around, and it was somewhat transparent. She smiled toothily. “I will need a female volunteer.”

A surprising number of hooves shot up.

“Zilly, come to the front of the class. I have chosen you.”

“What?” Zilly's voice squealed out from behind me. “I wasn't even volunteering!”

Chrysalis scowled. “I have made my decision.”

A few of my female classmates groused and grumbled as Zilly stalked her way to the front, mumbling under her breath the whole way. Despite her show of irritation, her tail was flagging high, showing off the pert little pussy underneath that was already giving the class behind her halfhearted winks.

“Thank you for volunteering, Zilly.”

Zilly said nothing. She just stood and stared at Chrysalis, still inadvertently giving the whole class an excellent view under her tail.

“Now, class, the first toy I will be introducing you to is the dong.” She brought the big purple monstrosity up next to Zilly's rear. “No, child, stay put,” she told Zilly, “You are in a fine position already... But do spread your legs out a bit.”

Zilly adjusted herself, glancing nervously over her shoulder at Chrysalis' big toy.

“A dong is simply an artificial stallionhood, usually made of semi-hard rubber, though they can be of very hard material, or very soft, or even inflatable. It is very useful to lonely mares, lesbians, or mares who want the experience of having multiple stallions at once without actually doing so.” Her magic moved the thing under Zilly's tail. “It is very simple to use.”

As it made contact with her, Zilly let out a little squeak.

Chrysalis rubbed the tip of it up and down against the lips of Zilly's pussy. “First, you want to make sure you get it well lubricated. Then...” She shoved it forward, pressing it into Zilly's pussy, making the lips of it spread wide and stretch around the thing. It kept going, shoving in and in until there was barely any of it outside for Chrysalis' magic to hold.

Zilly cried out and squirmed, but no matter how she moved, the big purple dong stayed completely inside her, filling her to the brim.

“As you can see, it's having quite an effect on little Zilly here.”

Groaning, Zilly looked defiantly up into Chrysalis' eyes. “Qua-Queen! It's too much!”

Chrysalis raised an eyebrow, but didn't respond. Instead, she looked up at the class. “Of course, these dongs come in all shapes and sizes.” Her magic pulled out a whole rainbow array of them, fanning them out to the appreciative 'ooh's and 'aah's of the class.

Zilly looked up at them and gulped.

“This one, for instance—” Chrysalis brought a bright blue one up next to Zilly's rump “—is shaped to imitate a griffon's feline phallus. Note the short, bulbous shape and the many little nubs sticking out of all sides of it.” In two swift motions, she pulled the purple one out of Zilly and shoved the blue one in. “See how the nubs stretch and scratch at her passage as they go inside?”

The class looked on quietly, in rapt attention. The only noise was Zilly mewling as her pussy clenched around its strange new guest.

Chrysalis held up a green one. “This one is shaped like a diamond dog. It tapers sharply at the tip, but grows wide at the base. This structure at the bottom is called a 'knot'. Watch what happens when it is inserted.”

This time, when the old dong was pulled out, it left with a wet squelch and left Zilly gasping. The next came in mercilessly fast, sliding in easily until it reached the knot in the bottom, which took extra effort from Chrysalis' magic to shove inside.

“See?” Finally, the big round bulge at the base of it popped into Zilly, making her squeal softly. “I can now release it, and it will stay right where it is.” Chrysalis' magic stopped. The dong inside Zilly twitched and nudged up and down, but it didn't slide out. “The knot helps keep it inside. The tighter Zilly gets, the more tightly it will be held in.”

Zilly gave a little whine. “It's too wide!”

“Well, then you're not going to like the next one.” An enormous red one – the largest in the bunch – floated down next to Zilly. “With toys like these, you can know what it feels like to be taken by anything or anyone, even species that you could normally never have sex with.” She wiggled the huge red thing in front of the class. “This, for instance, simulates an adolescent dragon. Normally, it would be far too dangerous to approach a dragon of this size, but with the help of things like these, you can feel it anyway.”

Chrysalis pulled the blue toy out of Zilly, making her stifle a squeal, then lined up the enormous red one.

“Are you prepared, Zilly?”

Zilly shook her head emphatically 'no'.

“Too bad.” Chrysalis shoved it in. The narrow tip went inside easily, but by the time it was a third of the way in, Zilly was already squirming around it.

Zilly's front legs collapsed, leaving her pointed up at the ceiling, and she cried out “No no no!”

But Chrysalis didn't stop. Her magic kept on shoving the enormous thing in, stretching Zilly wider and wider. “You are more durable than you think, my little changelings.” She gave it another firm shove. “You may be surprised what you can take.” With one last powerful push of magic, Chrysalis made the entire thing disappear inside Zilly, leaving only a tiny little rim of red visible outside.

How did that even fit inside her? It had seemed bigger than Zilly's whole body when I first saw it. I glanced around at my classmates, unsurprised to see them all staring, but a little surprised to see more than a few of them already clopping themselves.

Zilly squealed and writhed around the massive thing. Her pussy stretched tight around the circumference of it, leaking a constant thin stream of moisture around it. I could tell from the way it pulsed rhythmically that she was winking around it – or at least trying to – but the bulk of the thing stretched her so tightly that her pussy lips couldn't move around it.

Finally, Chrysalis allowed it to slip out of her in an obscenely long slithering slide until it plopped free and fell to the floor, bouncing a little.

Zilly stood, legs spread wide and pussy gaping open at the class, struggling just to breathe. Her chest heaved and her legs trembled. I could see deep inside her – her innermost skin was quivering.

“They don't even have to be shaped like anything natural.” Chrysalis held up another one, this one a bright orange. It it was twisted like a corkscrew around the outside edge. “When they're not shaped like any kind of phallus—” she shoved the tip of it into Zilly's still-gaping pussy and began twisting it into her “—they're called dildos.” Twist after twist pulled the thing deeper and deeper inside Zilly. “Some have the ability to vibrate, but we will get to that part a little later.”

Zilly whimpered a little.

When it reached in as far as it could, Chrysalis pulled it straight out, without twisting, making Zilly shout. She then twisted it back in again and repeated it a few times. “As you can see, some unique shapes have unique uses.”

Before long, though, Chrysalis pulled it out one last time and tossed all of them back into the crate. “Enough of that, though. We have other things to get to.” Her magic lifted a few more somethings from the crate, much smaller and shorter. They were all different on one end, but on the other end very similar: a tapered point that gradually widened and then suddenly went very narrow, then various wide things attached to the other end.

“Take your pick, my pet.”

Zilly looked at them and grimaced. She didn't point at any of them.

“Oh very well, I will pick for you.” Chrysalis let all but one of them drop back into the crate. The one she kept was one of the larger ones, pure black and with rainbow-colored tassels on the other end of it. “Here, take my personal favorite, the second tail.”

Zilly's only reaction was to regain her footing and stand on all four hooves again.

“This is called a butt plug. Can anyone guess what it's used for?”

A few moments passed without anyone raising a hoof, so I reluctantly raised mine.

“Buzzik?”

I gulped. Why had I put my hoof up again? I didn't know the answer! “Um... to plug butts?” I waited for the inevitable rebuke and laughter.

“Very good.” Chrysalis smiled disturbingly at me. “I should expect no less from my special student.”

I blinked. Wait ... that had been the right answer?

“Here, allow me to demonstrate.” Chrysalis lowered the betasseled thing to Zilly's rump, then whispered down near the contrary mare's ear. “Try to relax yourself, little one. Just let it happen.”

After slipping quickly in and out of Zilly's pussy to lubricate, it moved upward. It pressed up against her tailhole, then slowly pushed inside. Zilly's tail shot up as it did, but it didn't slow. Finally, it sank in the last little bit with a quick jump. When Chrysalis' magic released it, only the rainbow tassels were visible. It did look strangely like Zilly had two tails.

“How does that feel, Zilly?” Chrysalis asked.

“Full and ... kind of ... stretched.” The strain was evident in Zilly's voice.

Chrysalis slapped Zilly's rump, making it jiggle a little and making Zilly squeal. “That feels interesting, doesn't it?”

Zilly just stared, her eyes wide.

“Now try walking.”

She took a few awkward steps, her back legs swinging wide each time. With ever step she moaned a little, and her legs threatened to give out a few times, jerking like she was about to fall. Her real tail was stuck straight up, but the rainbow tassels of her false second tail swished against the curves of her ass and thighs brushing up against her pussy, which only made her moan even more.

“A pony can go around with a butt plug all day if they choose, and they can be used equally well with both mares and stallions.” Chrysalis pulled another toy from her crate. This one had a long thin handle, a skinny part, and then a big white bulb on the end. “Now, Zilly, come here and lie on the desk.”

Just slow enough to show defiance, but not slow enough to earn a rebuke, Zilly obeyed the Queen.

“No, no.” Chrysalis lifted her and flipped her with a burst of magic. “On your back, not on your belly. There.”

Zilly was now sprawled in front of the class, her back legs hanging over the front of the desk and her pussy once again displayed for everyone to see.

“This class, is a relatively new pony invention: the vibrator.” She held it up in front of everyone. “Would anyone care to guess what it does?”

This time, my hoof wasn't the only one that went up.

“Buzzik?”

Of course. Why did she enjoy picking on me so much? “Um... it vibrates?”

“Very good. The naming of these things is so obvious even this simpleton can figure it out!” She held it up close to Zilly's wet and trembling mound.

Zilly flinched when Chrysalis' magic flicked a switch and brought the thing to life. It buzzed softly, and when that was all it did, Zilly relaxed.

Chrysalis brought it down to touch Zilly.

Tensing back up and yowling, Zilly convulsed, her whole body twitching. The tassels shook and swished as her butt plug pulsed in and out all on its own.

Taking it off of her, Chrysalis smiled. “This device has a marvelously strong effect on mares, and can bring them to orgasm very quickly.” She grinned. “It also has several power levels. Shall we try maximum?”

Zilly's head popped up to look at the thing, her eyes wide. “Maximum?”

“Well, if you insist.” Chrysalis' grin grew wider, she flicked another switch, and the buzzing from the vibrator grew much louder and more insistent.

This time when she lowered it to touch Zilly's splayed pussy, Chrysalis didn't let up on the pressure. She pressed it all over her mare parts, and even inside a little.

Zilly writhed on the table, her legs and belly convulsing. She let out a choked scream that didn't stop – it just kept going and going, just like the vibrator touching her so intimately.

“To use this at its most effective, you should place it on or near the clitoris.” Chrysalis moved it slightly upward.

The effect was dramatic. Zilly instantly went stiff and trembling, and her scream finally caught in her throat, coming instead as a thin, keening whine. A moment later, her legs kicked out and her body convulsed. A thick spray of milky clear nectar sprayed out of her, spewing out over the vibrator and dripping down in glistening strands onto the multicolored tassels of her new second tail.

Chrysalis mercifully turned the vibrator off. She rubbed the now-inert head of it slowly against Zilly's pussy.

Zilly just lay back on the desk panting and trembling. She didn't even lift her head to look.

“Now, for the next part, I believe I am going to need a new female volunteer.” Chrysalis took the vibrator off of Zilly and placed it back in the crate. “This one seems a little worn out.”

This time, no hooves rose up. Apparently, the display so far had been a little intimidating for the mares in the class.

Chrysalis stared at the conspicuous absence of volunteers.

“Very well. If you want me to choose, I will choose. Flivvy, come forward.”

Wincing, Flivvy rose from her desk and made her way to the front. Unlike Zilly, her tail stayed firmly clasped over herself. Clearly, she wasn't enjoying the lesson so far. “Where do you want me to stand?” she asked when she reached the front.

“It does not matter.”

Flivvy tilted her head to the side slightly and stayed where she was, slightly to the side of the desk, right in front of my row. I stared at her shapely rump shamelessly, wondering what it would be like to touch it to my heart's content.

“Not all such toys are strictly mundane or physical in nature,” Chrysalis said, opening a thick book on her desk. She stared at it, her horn beginning to glow as she chanted, “Slippy slimy denizens of the nether domain – touching, gripping, probing but never giving pain – come forth, friends from the dark abyss – come forth and get a piece of this.” With the last word, she whirled around and pushed her rump up against the book. Her pussy winked and splattered a few drops across the pages when it touched.

Was that a summoning spell? I'd read about them in our schoolbooks, but I'd never seen one actually cast. I stared on with great interest as the pages began to glow green.

“That, class, was the summoning spell for the love tentacles.” Chrysalis lifted her rump slowly from the page, and a little tendril of glowing green followed it.

At first I thought it was just a bit of her royal juices connected to the page and reflecting the green glow, but the further Chrysalis got from the book, the thicker and more intensely glowing it became. As she drew further away, it began waving back and forth a little under its own power, and a few more tendrils started wiggling their way up from the glowing book.

Chrysalis' horn was still growing, giving power to the book and the little tentacles coming up from it. “The love tentacles are one of several benign sexual creatures you can call from the abyssal plane of imagination. These affable little fellows will bring any mare to ecstasy. I do mean any mare, mind you, any mare within their range, and stallions too, if they get too close.”

The tentacles were getting bigger and more numerous. I could see details on them now. Each thick snakelike body had a flat flare on the end shaped like an inverted heart, sort of like the end of a dragon's tail. All along one side of their thick, meaty bodies ran a row of heart-shaped suction cups. They glowed in a pulsing green light, growing a little bigger with each pulse, and they were covered in some kind of clear-green ooze that continually dripped from their every surface.

Chrysalis took hold of one. It wrapped around her hoof and probed at the holes in her legs, but she dragged it along, over to Flivvy.

Flivvy stared at it, as if hypnotized by its waving, writhing motion.

“Well,” Chrysalis said, “say hello.”

Flivvy took a step closer. “Hello?”

“Not you.” Chrysalis rolled her eyes. “Him. Go on, my slimy friend. Say hello.”

The tentacle stopped probing at Chrysalis' leg holes and instead wavered its way toward Flivvy. It bobbed and weaved right in front of her face.

Flivvy opened her mouth, which the thing apparently took as an invitation. It lunged forward in a sudden burst of speed and plunged past her waiting lips. It wasted no time in surging deeper and deeper. Only when Flivvy began to gag did it switch to thrusting in and out, rather than pushing insistently down.

The moment it went inside her, the other tentacles stopped waving around the book and snapped to attention, pointing straight at her as if looking at her despite not having any eyes. In a slithering swarm, they wiggled toward her and enveloped her. Some of them lifted her off the ground, others probed through her leg holes, going through one only to curve back around and penetrate another and another. Two more found their way under her tail.

She looked back at them, her mouth still full of green tentacle and her eyes wide.

Both of them shoved themselves inside at the same time. They were not gentle, but they at least were very, very slippery. The flattened points at their ends probed into both of Flivvy's entrances easily, and the thick round tentacles quickly followed behind.

Flivvy moaned around her mouthful and her tail shot up, but that was all she could do. When the tentacles flipped her over, the class could see that a couple more tentacles teased at each of her nipples, and yet another reached beyond those two to massage her clit. Flivvy moaned even louder, and her first orgasm sent a mix of her juices and the tentacles' slime shooting out of her pussy.

The tentacles didn't stop, and more of them were coming out of the book. They found Zilly first. Even as the first group kept enthusiastically pumping in and out of Flivvy, a second group swarmed around Zilly. They treated her much the same, sliding into any hole they could find in the exhausted mare's near-unconscious body. She twitched and shook as they shoved themselves into her. When one of them came to probe at her tailhole, it was pressed back, flummoxed by the butt plug in place.

It didn't take them long to figure that out, though. Another tentacle wrapped around the rainbow tassels and pulled, slowly edging the thing out so its brother could enter her there. It easily did, sliding quickly into her still-gaping ass.

Still, more and more tentacles came from the book. They waved around randomly until one of them brushed against Chrysalis' tail. It quickly followed that lead up to her tightly toned rump, and then seemed to almost joyously shove itself into Chrysalis' pussy.

More came, rushing out toward Chrysalis. She accepted them eagerly, bending her head around to swallow one and wrapping her long tongue around as it plunged inside, almost as if it was one tentacle massaging another. Her eyes went half-lidded as more and more reached her, plunging into her every hole, massaging all of her erogenous zones. When her ovipositor began to bulge out, one of them even wrapped itself around that and began stroking it up and down, its suction cups working at her smooth skin and its flat tip rubbing against the hole at the end of Chrysalis' shaft.

The class watched, enraptured, as all three mares were stuffed to the brim in every hole possible. The front row, however, leaned back warily, keeping their distance from the furthest-wandering of the tentacles, which were probing and seeking just in front of their faces. All except one mare, I noticed. Aphin had leaned forward and was happily fellating one of the tentacles that had ventured near her. It couldn't reach far enough to penetrate very deeply, and its brethren twirled and writhed in vain around her face, seeking more holes to fill but unable to reach far enough from the book.

As they went on, something was changing with the tentacles. Their thrusting was becoming more insistent, jerkier, less controlled and yet at the same time more synchronized with each other.

They all plunged in as deeply as they could, trembling in place. All four mares who had them in their mouths started to gag; the three who had them in other places cried out around their mouthfuls and orgasmed simultaneously.

I realized just in time what was about to happen, and I held my hooves up in front of me in hopes of blocking what I figured was about to, well, come.

The tentacles – all of them – began to pulse in a shared rhythm. With each pulse came a spray of foamy white that splattered all over the room. Anywhere a tentacle had been pointing was covered in the sticky white goo, which meant the front few rows were spattered with it as well. I was far enough back to catch only a little of it, but holding my hooves up in front of me wasn't very effective – it shot through the holes right onto my face.

The mares who had tentacles inside them, though... The white goo shot out from their every orifice, squirting out around the still-pulsing tentacles in thick jets. They were filled to the brim and the tentacles just kept on filling. The other tentacles near them spewed more of it all over them, coating their entire bodies. Aphin, with only tentacles in front of her, only had her front half coated, only a little more than the other changelings on the front row. They looked strange, half white and half black.

Eventually, the tentacles stopped pulsing, and they withered away, shaking and sagging as they slithered back into the book and disappeared.

Chrysalis' horn stopped glowing when the last one vanished. I could only tell it was Chrysalis because she was taller and she was the one using her magic. All of them were completely coated in white.

Slowly, the classroom began to come alive again as the students – and their teacher – came to grips with what had just happened to them. Bits of tentacle cum dripped down from the ceiling to splash into the pools of it on the floor.

Queen Chrysalis slowly blinked her eyes open, letting the thick white strands between her eyelids drip away before opening them completely. Her mouth opened and her tongue snaked out, slurping much of the mess away from her face. “I think that will do for today, class.” She paced a little, her hooves splashing in the mess. “Mares, your homework for the day is to summon some love tentacles of your own. The spell is on page ninety-three. Except for Zilly, Flivvy, and Aphin, who have already experienced it. You three may have the rest of the day off. Stallions, your homework is to summon a jellymare. You will find the spell and instructions on page ninety-five of your textbooks.” She shook herself, but most of the stuff stayed stuck to her. “Now, if you will excuse me, I am going to go have my harem lick me thoroughly clean.”

Author's Note

This story is brought to you thanks in part to my Patreon supporters! They're invaluable for keeping me focused and motivated to write with the power of the deadline.

If you'd like to help keep me writing, please check out my Patreon page.

Homework 5: Summoning a Jellymare

I went home in a half-daze, the events of the week dizzying in my head. It was a wonder I even remembered to pick up my brothers before going home.

At dinner, my mom asked me what I was learning at school, giving Dad a knowing glance as she did so.

Glancing up at them before going back to my low-sappyness loveburger, I grunted noncommittally. When they pressed me to make some kind of answer, I kept it vague: “Oh, lots of stuff. Nothing in particular.”

They didn't seem to believe me, but they didn't press further, so I didn't offer any more than that. Still, it made the evening a little tense, so I was glad to get back to my room of the family burrow and shut the door behind me.

I still had my homework to do, after all. Stallions, your homework is to summon a jellymare. You will find the spell and instructions on page ninety-five of your textbooks.

The book was waiting there for me, on the shelf next to my bed. I knew I hadn’t been reading it as much as I should have. There was a lot of required reading I wasn't really keeping up with. Tonight, though, I wouldn't be doing a whole lot of reading, I suspected. Not if I was going to get my homework done.

I waited long enough to be sure my parents probably wouldn't come knocking – or was I just procrastinating? – and then looked over at the book again.

Well, time to get this done. After seeing what those tentacles had done earlier today, I was a bit leery of these kinds of spells, but I'd have to do it sooner or later. I sat down on the bed and picked up the book, flipped to page ninety-five.

Jellymare (Protoplasma Eroticus)
Origin: 6th Abysmal Plane
Hazard Rating: Low
Containment Difficulty: Moderate
Type: Macrocellular
Diet: Magical energy contained in certain bodily fluids (Parasitic – summon with caution)
Required Items: None
Common Uses: Erotic servant, Seduction, Infiltrating tight spaces, Cleaning bodily fluids
Precautionary Measures:
Real world stable – do not release from containment circle without a loyalty charm.
Reproduces asexually and spontaneously – if specimen is more than 50% larger than a normal pony, be watchful for cell division.
Possibility of parasitiphilic addiction (succubus syndrome) – recommended to not use for more than five times a month or more than one week at a time.
Intelligent and self-aware – pandimensional slavery laws apply; cooperation must be voluntary, and must be allowed to return to home plane at will.
Reacts violently in the presence of other protoplasmids – avoid contact with P. Gakus, P. Spectrus, P. Smoozus, P. Equus, and all other macrocellular type organisms.
Photosensitive, U.V. Sensitive – keep out of direct sunlight.

Well, that wasn't very much information about what a jellymare actually was. And what it did say wasn't all that encouraging. Why would I want something like that? It sounded awful!

Still, Chrysalis would punish me severely if I didn't complete the homework, so there was only one thing to do. Since the book said there were no required items, I could go right into the incantation. All I had to do was recite it from the book, being careful to do it quietly so my parents wouldn’t hear.

“Jelly jiggles and jelly dribbles, I call into the deep for a mare who squibbles"— that part would call the creature, now to make sure it would be contained —“took a look from a book, can't unlook the book or cross a brook.” It was the standard containment I'd been taught in pre-summoning, and it would prevent the creature from going anywhere it couldn’t see the book or, as an extra safeguard, crossing any body of moving water.

My horn started to glow without me even telling it to do anything, lighting up the room a little brighter and greener, and the glow stretched out from me to the book. When it touched the book, the glow immediately died.

I thought for a moment that the summoning spell hadn't worked, but then I looked closely. There was a tiny little portal on the page, even smaller than my smallest leg hole. That was weird. I thought the creature would have been a lot bigger.

As I stared at it, the little hole in the universe filled up with something yellow. It began to bulge up through the hole, bubbling up, and I backed away to a presumably safer distance. The thing kept coming, growing longer as more of it squeezed through until it rose up like a snake and waved around randomly.

It reminded me disquietingly of the tentacles from today's lesson.

More and more of it came, and as it grew longer and wider, it changed from yellow to green. Its speed was increasing too, and there was starting to be a lot of it in the room. I began to understand how it could get a creature as large as I expected through such a small hole.

Soon, the color changed abruptly from yellow and green to a solid light-blue. The part of it that was out already piled into an ambiguous, squishy-looking mass below where the book sat on the bed. More and more of it came, puddling there on the floor; the green part, with its yellow tips stayed separate from the rest, not mixing with the rapidly growing blue part.

I watched it in a half-terrified fascination, wondering if I should run. Supposedly, this creature was going to be pleasurable to have around, so pleasurable that one could get addicted to it. But right now, it just looked like some kind of monster.

The blue part was larger than the green now, several times larger. And the whole thing was constantly moving and swirling around itself, rearranging itself. Something was happening inside it. Two eyes opened on the side facing me, each a solid, sparkling green.

I darted back even further, backing into the corner of my room.

As I watched, more terrified than intrigued now, the thick string of goo coming out of the book changed color again, abruptly becoming green. It came through even faster, faded to yellow again, and then stopped with a plop. The hole stayed open behind it, and the thing just congealed there, slowly spreading across my floor.

What had I done, bringing this abomination of a thing into my own bedroom?

Those strange green eyes stared at me. They were almost similar to my own in a way, with only the barest suggestion of a pupil, but the way they stared without blinking at all was unnerving.

The mass quivered, and it began to rise up alarmingly. Four big blue tentacles on the bottom of it pressed it upward, and two more tentacles rose from the top, one thick and green, the other enormously thick and blue, with the other green part of it stuck to one side.

I was almost ready to recite the banishing incantation ... but I was still a little bit more afraid of Chrysalis' punishment than of this thing.

In a few moments, though, the shape became more familiar. The four tentacles on the bottom resolved themselves into legs. The green tentacle on the back began to look an awfully lot like a tail, and the thick blue mass on the front was taking the shape of a pony's face, with more of those drooping, yellow-tipped tentacles forming somewhat of a mane around it.

I relaxed a little – only a little – it was beginning to look a lot less alien to me, even though those green eyes still stared unblinkingly.

A ripple went through it, and suddenly it took shape much more solidly, replicating the shape of a pony mare almost exactly. The biggest differences were the odd way those thick green tentacles imitated a mane and tail. And, of course, the fact that she was transparent. I could clearly see my little storage chest right through her body and legs. And she definitely was a 'she' now, there was no denying it. Her face and body had gone from being gooey and ambiguous to now being quite feminine. In fact ... she had some very intriguing feminine curves, I noticed.

She looked at me with a wide-eyed innocence that could only have been feigned. “Greet-ings. My name is Suu.” She spoke in a lilting cant, with sharp, definite end to every syllable and an odd squeak on words that ended with the letter S.

Well, it would be rude not to... “Um, hi. I'm Buzzik.” I almost rose a hoof automatically, but stopped myself just in time. I wasn't sure about touching her just yet. “And please, speak softly, I don't want my parents to hear us.”

“Of course,” she said much more quietly. “Am I to as-sume you have brought me here for pleas-ure?”

“Um, well, I guess so. You mean sex, right? I'm supposed to be learning about sex.”

“Ex-cel-lent!” Her thin mouth curved up into a grin too wide for any real pony to match. “I am so ve-ry hun-gry.”

I backed away a little more. “H-hungry? What do you eat?”

“Se-men-al or vag-in-al flu-ids. So-o-o-o tas-ty!” She took a few slow steps toward him. “May I please-please-please have per-mis-sion to suck on your pen-is?”

Well, this didn't seem quite so scary anymore. I still wasn't quite sure about it, but I was intrigued enough to go over to my bed and sit down on the side of it, facing her. “Okay.”

She surprised me by jumping for joy at that, and she rushed over to me, laying her head in my lap. “Thank you much-ly, kind one,” she whispered.

She felt wet against the skin of my thighs, but also warmer than I expected, almost like being in a hot bath. After looking in my eyes for a moment from down in my lap, she smiled, then flowed forward. Her skin – was that even 'skin' at all? – didn't so much slide against mine. Rather, it streamed or rolled across. I could feel the motion, but there was no friction at all.

My mouth dropped open when hers touched me. It wasn't especially the feeling of her mouth – that felt just like the rest of her: warm, wet, and gooey – it was where her mouth touched me. Without any hesitation, she had opened her mouth wide and taken my entire sheath into it. The little tendrils that passed as her mane reached down on either side of her face and began warmly caressing my balls.

It didn't take me long to respond, not with the wet heat of her gentle touches all over me, enveloping me. My cock began to bulge and slide out of my sheath. I knew this not only because I could feel it, feel her reaching more and more of my most sensitive places. I knew it because I could see it. I watched my cock grow through the translucent veil of her face and mane; I could even see parts of it through her eyes when she looked up at me imploringly.

Suu began bobbing her head and swallowing greedily, and I saw the tip of my cock go down her throat. Still, she pushed herself down on me, giving me everything she had ... and she was better at this than any real mare could possibly be.

I could only watch, spellbound and spasming with the sensation of it, as she gave me a blowjob that defied all laws of nature. She pulled all the way off of me, kissed my tip, and then plunged back down again, filling her transparent neck with my cock, plastering her wet face against my crotch, massaging my balls with her warm, wiggling mane. Gasping, I reached down and held her head in place. I could see my cock flaring deep inside her neck.

“Do you want to cum in-side my mouth?” she asked. Having a mouth stuffed with cock didn't impede her ability to speak at all. “Some-times stall-ions are dis-app-oint-ed if they do not ac-comp-lish full int-er-course.”

With a grunt, I held back my orgasm. I did want to know what she felt like in every way, not just this. “No! Let me – ah! – do you.”

Suu's neck bulged wide as my flare slipped up through her throat, and her mouth stretched impossibly around it as she pulled off. She didn't waste any time – she darted back and spun around, lifting her tentacle tail out of the way and showing herself to me.

Her ass was perfectly shaped, the absolute peak of female perfection rendered in see-through goo. And right under her tail, a pert little blue pussy pouted and winked at me. Drips of the same light blue fell from it and splattered on the floor between her legs.

I got off the bed and stepped over to her, raising my front legs and setting my chest down on her lovely round rump. The still-flared tip of my cock touched her. I couldn’t even tell if I was lined up properly, but it was warm and wet, and I was willing to wager that it didn't make any difference if I was in the right place or not.

She glanced back at me and gave another of her wide smiles.

I thrust forward, hard, and slid deep inside her. It was so effortless.

Her inner walls felt almost identical to the way her throat had. She was so slippery, so warm, so wet, and almost completely without friction. I slid in and out of her so easily, even with my flare as wide as it would go. There was a difference, though. Now, when she convulsed around my shaft inside her, the motion was completely different, squeezing and milking me in a completely different way.

A few more thrusts. I was getting close again already. Sweet Goddess, this jellymare felt good!

Her curled tail wrapped around my back leg, stroking its way up my thigh until it reached my balls. She caressed them, massaged them, and squeezed gently. When she turned her head around again and looked at me, I could see it in her eyes, but she said it anyway, “Give it to me. Give me all of it. Please! Please fill me.”

I rose my body up as I continued to hump into her, rearing almost straight up so I could look down at her, look down at myself inside her.

Suu wasn't a big pony. My flare looked huge inside of her, as if there wasn't much room for any of her around its girth. It thrust back and forth with my every movement, the ridges on the side of it undulating up and down as it changed direction. It was amazing, mesmerizing, to be able to see all of it happening deep inside her perfect little rump. And she felt, oh she felt...

I groaned, slammed myself as deeply as I could into her, and I let myself go.

Suu hummed in delight as I watched my cum flow out inside her, pooling into a growing wad just a little further inside. Her tail-tentacle wrapped around my balls a little more forcefully, not enough to hurt, but enough to squeeze out of me even more white cream. Her insides pulsed and rippled around my shaft, sucking on me, pulling out every drop.

And I kept giving her more. I'd had more intense orgasms, but never one that was so ... productive. The white pool inside her was enormous, and still it was growing with every intense throb.

Eventually, I finally did stop, each spurt giving less and less until it slowed to a tiny dribble that was forced out more by her rippling pussy than my orgasm. And then that faded out as well.

I was spent, more spent than I'd ever been, even on days when I'd gotten off several times. This was different – Suu had taken every last little bit of me, dried up my reserves completely.

She looked back at me, gave me another impossibly wide smile, and then stepped forward out from under me.

I didn't stay with her. I couldn’t. I stood right where I was as she stepped away, and I watched my cock slowly slide out of her outrageously wet pussy. The whole thing was visible, and it impressed me again how deep inside her I had been. It plopped when it finally came free and swung down.

But not a single drop of my cum came out with it, and the only juices left on my cock were her own. Her pussy had wiped every last bit of it off of me as I pulled out of her – I'd seen it happen.

Inside her, the churning mass of white began to blur at the edges, becoming more of a cloud inside her. It grew and dissipated, becoming more and more transparent as it filtered through her. By the time the edge of it reached halfway down her legs, it had become too faint to tell where the edge really was. She looked just like she had when she first arrived, except that her light blue was just a tiny bit lighter, and she was just a tiny bit less transparent.

I stumbled backward and ended up sitting on my bed again.

“Thank you, kind stran-ger.” Still smiling, she gave me an indefinable look that I could easily have mistaken for love if I hadn't known her true nature. But her love wasn't the nourishing kind I could feed on. Her love was the kind that would feed on me. “I do hope you will call up-on me a-gain, when you have re-cov-ered your strength.”

My 'strength', right. Still, there was no reason not to be polite. Maybe I would call Suu up again on some frustratingly lonely night. “Thank you, Suu. You're amazing.”

She didn't say anything; she only smiled a little more. Then she turned and stepped over to the book.

The longest tentacle of her mane snaked out and touched the hole in the page that she'd come from. It slithered inside. Slowly, gracefully, her entire form drained through that little hole. The process took a surprisingly long time.

My thoughts strayed as I watched her go. I thought of the prodigious load I'd pumped into her. Had that already been digested, or whatever passed for digestion in jellymares? Or was some part of me going with her, being sent to the sixth abysmal plane along with her? It was an odd thought, and an odd feeling.

I wondered what she looked like when she was in her home. Did she have some other native form that was her usual shape? Some amorphous blob perhaps, or some bizarre shape I couldn't even imagine? Or maybe when one got that far down into the abysmal planes, things like 'shape' and 'form' lost all meaning. For the first time since the final exam, I wished I'd paid more attention in my spectral geography class.

She was almost gone, just a little puddle left. And soon, that was gone too.

When the last of her disappeared into the little portal, it snapped shut with a loud pop. Too loud!

I used my magic to flick off the lights and I jumped into my bed throwing my covers over myself. I just barely had time to grab the book and close it down on the shelf that jutted out from the rock wall next to my bed.

Not a moment too soon. Leeka, my mother, opened my door a moment later and looked inside. “Are you okay, Buzzik? I heard some loud noise.”

“I'm fine, Mom. Just catching up on my homework.” I gave a theatrical and entirely fake yawn. “I, uh, I guess I just set the book down on the shelf too hard.”

She stared at me for a moment. It didn't look like she was buying that. But, after she'd had her disbelieving stare, she shrugged and turned away, closing the door behind her as she left.

I sighed. Phew, that was close. Sure, there was nothing wrong with what I was doing – it had been ordered by Queen Chrysalis herself, after all – but still, it wasn't the sort of thing I wanted my mom catching me doing ... or even knowing that I'd done it.

When I slept that night, I dreamed of Suu. Only, her face kept changing – one moment she looked like Flivvy, and another she was the exact image of Aphin. For some reason, as pleasant as the dream was, it disquieted and unsettled me, and I didn't get a good night's sleep.

Author's Note

If you liked this story, you might also like my new story:
Sex Ed: Pony Style

Now that everyone in Ponyville Elementary has finally gotten their cutie marks and reached legal maturity, Princess Cadance can come and give them a hooves-on education about some of her favorite topics.

This story is brought to you thanks in part to my Patreon supporters! They're invaluable for keeping me focused and motivated to write with the power of the deadline.

If you'd like to help keep me writing, please check out my Patreon page.

Lesson 6: Kinks and Useful Knots

I was late. I was late again, and that wasn't good. Not good at all.

When I rushed through the hole into the classroom, everyone else was already there. They all turned to look at me, and there was a knowing look on their faces that froze my insides.

The look on Queen Chrysalis' face was particularly disquieting, and the desk behind her was piled with ropes and straps.

Uh-oh.

“So good of you to finally join us, dear Buzzik.” The Queen's voice was low and soothing, but I knew better than to trust that. “Won't you come take a seat?” She gestured to the desk behind her.

With a gulp, I walked forward, keenly feeling all the other students' eyes on me, but unable to look away from Chrysalis herself.

Much too soon, I stood there in front of the desk. It was too soon for me, but the Queen had already lost patience. She grabbed me in her magic and plunked me down on the top of the desk, in an open spot between the coiled ropes.

“Now that the whole class is finally here, we can begin. Does anyone recall what today's lesson is to be about?”

Stikka raised his hoof near the back of the room. “The syllabus says 'Kinks and Useful Knots'.”

“Very good. Someone give that colt a blowjob!” Chrysalis began pacing as she lectured. “Now, you'll find in the course of your duties that some ponies find it particularly erotic to be restrained during...” Chrysalis stared at the back of the room. “Do not take my orders for idle rhetoric! I said that colt was to get a blowjob, and I expect it to be done immediately!”

Startled from their seats, Aphin and Mizzt rushed toward him, but Mizzt had been sitting closer and moved quickly despite her chubby frame. She managed to get her mouth on him first, leaving Aphin to sulk her way back to her seat.

“Better.” Chrysalis brushed a strand of her mane out of her face. “Now, you'll find that some ponies particularly enjoy being restrained during intercourse, or being with a partner who is restrained. Some enjoy it so much that they have difficulty enjoying sex that doesn't incorporate 'bondage', as it is called.”

No one in the room was taking notes anymore, I noticed. Why had they stopped, and at what point in the week did they decide they didn't need to anymore?

“Some of you may even find a taste for it, and it holds benefits for both the restrained and the unrestrained participant. Preparations for it can be rather complex, though, so you will need to pay close attention. All of these methods will be described in chapter twelve of your textbooks, in case you need to refer to them later.”

When she looked at me, I gulped, but I had realized what was going on. I flopped back onto the desk behind me and waited for the inevitable.

“Good,” she whispered close to me. “At least you know your place.”

I lay there waiting for it, even though I wasn't totally sure what she would do. My back legs were spread, displaying myself in front of the whole class in a way I never would have been so comfortable with before this week started.

“We will begin with simply binding his legs to the desk, and while there are many knots you could use, my personal recommendation is the quick release carter's hitch.”

Enveloped in her green magic, one of the ropes floated up and wrapped around one of my back legs.

“First, wrap the rope firmly around several times. This gives a wide area of pressure and helps avoid cutting off the circulation. Now, the long end here will be attached to the desk leg with a simple square knot. You then create a loop between that and his leg like so...” The rope whirred and flopped around, mostly out of my view. I had no idea what she was doing or how. “In the free end coming from his leg, you need to tie an additional half-loop here. This will be the quick-release, where you pull to release the knot almost instantly. It's very important for safety purposes to have that, in case you need to untie in haste. Now, from there, it is fairly straightforward. Pass the curve of the loop through the first loop you made, then pull it around in the other direction.”

The knot tightened; I could feel it around my leg.

“The beautiful thing about this knot is the adjustable tension. The more you pull on the tensioning loop, the harder the rope will pull on his hoof. It gives you a great mechanical advantage, so take care not to pull too tight.” Chrysalis yanked it sharply, and my leg was wrenched to the side.

I squeaked in a very un-stallionish way when that happened. I hadn't been expecting it at all.

“Now, a little hooves-on learning...” Chrysalis looked up at the class. “Is Mizzt finished?”

At the back of the room, the chubby mare's head popped up from under Stikka's desk. She licked a pale glob from her upper lip and nodded.

“Good, very good. Now, I know this knot is very complicated, so you will all need to practice it. He has three more limbs to tie down, and the first three to successfully tie him down will get to be the first to have their way with him. The first mare who fails, however, will find herself tied down next to him.”

None of them were rushing to the front.

“... And any who do not make the attempt will have me to deal with. Zilly, how is your gestation coming along?”

In a huge rush, the mares of the class came forward, all of them fumbling for the ropes... Except for Zilly, who came forward much more relaxedly. What more did she have to fear, after all? I was just able to get a little look at her, and her belly was bulging out a bit more now.

My attention was yanked away, though, when one of the mares – I couldn't see which one – managed to get through and pull my other hind leg tight, stretching my legs apart.

“Not too tight now,” Chrysalis cautioned her, “the goal is to restrain him firmly, not tear him to pieces.”

It certainly felt too tight to me already, but no one made a move to loosen it.

Loops of rope caught my front hooves, pulling them over my head and to each side, spreading me out. I glanced back and forth and found Mizzt on one side and Flivvy on the other.

Mizzt tightened her knot quickly and expertly. How? How had she managed to learn it so well while she was ... otherwise engaged with Stikka? I had no idea, but she managed it with an efficiency that made even Chrysalis' knot look clumsy.

“Good, good,” Chrysalis said to her.

Flivvy, though... She was struggling with her rope, sweat dripping down her face. Her magic fumbled with the loops, and it began to kink around itself – she already had far more loops in it than there should have been.

Chrysalis shook her head at Flivvy, giving her a look of disdain. “You, though... You have failed entirely. Step aside and let someone more talented finish this. Stand there next to the desk and await your punishment.”

Cringing, Flivvy sank away. Aphin came in behind her and tied the knot quickly and cleanly. She winked at me. “I'm not missing out on this one.” Just seeing the spark of confidence in her eyes was enough to make me slip out of my sheath a little.

“Very good.” Chrysalis motioned them back to their seats. “Spritty, Mizzt, and Aphin will be rewarded with the right to take Buzzik first. Once they get their turns, it will be free for all.”

So Spritty had been the one who tied my other hind leg so tight? She was pretty new in the class, transferring from another one less than a year ago, so I didn't know much about her ... but I hoped that the tightness of her knots was from inexperience, not a cruel nature. And free for all the class? How was I going to cope without even having the use of my limbs?

“Before we finish Buzzik's preparations, however, we have a mare to deal with. One who was not attentive enough to her knot-work lesson.” She turned to Flivvy. “In front of the desk. Facing away from the class with legs spread.”

Flivvy knew better than to disobey or even hesitate in the slightest. She rushed into the position her Queen demanded.

In Chrysalis' magic, a metal bar floated up from behind the desk and over my head. It was about half as long as a changeling's leg, and it had padded shackles on either end of it.

Chrysalis fastened it to Flivvy's legs, just above her hocks where it wouldn’t slip down. It forced her back legs open even wider and held them firmly in place there.

“This, class, is called a spreader bar, and it makes sure our little Flivvy here stays open and inviting to anyone who cares to use her. And this—” she held up a round strap with a buckle on one side and a ring on the other “—is called an o-ring gag.” She wrapped it around the back of Flivvy's head and forced the ring into her mouth. “It makes sure she keeps her mouth safely open, in case any of you stallions feel like using her other end.”

All the stallions in the class were watching Flivvy intently now, but I felt a little sorry for her myself. My own restraints were pretty uncomfortable, and that mouth ring didn't look fun at all.

“Just a couple more things to complete the package...” Chrysalis' magic took two more ropes from the desk. One wrapped itself around her front legs, binding them close together, and the other tied the base of her tail to the back of the strap around her head, then cinched tight, forcing both her tail and her face to come up. “There. Now she is prepared to be ravaged by any stallion who cares to take a turn. Can you see how wet that's making her?”

I couldn’t see it; Flivvy's tail end was facing away from me... But I could hear it when Chrysalis rubbed her hoof in that wetness.

“Before we begin treating Flivvy to what she so evidently wants, though, we should finish Buzzik's bindings.”

My bindings weren't finished yet? What else was she going to tie, my cock? Hopefully she didn't plan on giving me an o-ring!

“He is restrained, but there are a few things we could do to enhance the experience. First, the blindfold.” A strip of thick black cloth floated up, covered my eyes, and tied itself tightly behind my head, cutting off all my vision. “The blindfold takes away his primary senses and forces him to pay more attention to the others – smell, taste, touch, sound, and love magic. It can also be erotic in situations like this because it will give the mares using him anonymity. He will find it difficult to know who is touching him.”

The sound of another strap came, with the tinny jingle of little buckles on it.

“For this final piece, we will need him to be fully erect first. Any volunteers?”

I could hear the slight sound of hooves being raised, but I had no idea who they belonged to.

“You, yes you. Come here and get him hard.”

Hooves clip-clopped up to the desk, and I soon felt a thin and dextrous changeling tongue at work on my balls. I instinctively raised my head to look and see who it was, but of course the blindfold made it impossible to see. I had no idea who was licking me, who was taking my quickly-bulging cock into her mouth ... at least I hoped it was a 'her'. I wouldn’t even have known any better if it was a stallion doing it.

Whoever it was, she – I decided to be sure it was a she – was very skilled at what she was doing. Her tongue went everywhere I could ever want it to, and she pressed it firmly against me as she slid it up and down. When she took my hardening cock into her mouth, she slid it all the way in with one smooth stroke, and yet I didn't feel the slightest touch of teeth on me. Goddess, she was good! I felt like I was almost ready to cum right then and there. Maybe Chrysalis was right about the blindfold thing, but this was really getting to me. I could feel my cock swelling up and flaring out as the mare pulled off of me and started licking again. Her tongue pressed up against my tip, as if she was holding her mouth there, waiting for me to fill it with my cream.

“That is enough.” Chrysalis' announcement made the mare's wonderful tongue disappear. “Now that he is fully hard, we can employ one of my favorite bondage toys, an adjustable cock ring.”

The little thing with the strap and jingling buckles suddenly wrapped itself around my base, and Chrysalis cinched it painfully tight. A buckle snapped into place.

“This lovely little device constricts blood flow and prevents him from softening. He will not get any less hard until it is removed, regardless of what happens.”

What? I gulped. Whoever that mare had been, she had left me uncomfortably stiff and swollen, even flared at the tip. It was a condition I was normally only in for a few moments before I came, and already it was feeling weird to be that way for so long. It was already working!

Everything was quiet for a moment. I could feel the anticipation in the room.

“They are both ready, class. You may begin. Remember, the mares who tied him successfully get him first. Flivvy is free for anyone to take.”

Someone was on me immediately, climbing over me on the desk. A moment later, my cock slipped into someone's throat.

From the weight on my chest, I guessed it was probably Mizzt. I was honestly surprised she'd want more in her mouth after having Stikka earlier, but she was going at it with a passion, taking down my swollen flare eagerly and without any gagging at all.

Right in front of my face, I could smell the scent of an aroused changeling mare. Experimentally, I raised my head a little. My muzzle touched plush warm wetness, and Mizzt moaned around my cock.

Well, it was obvious what she wanted... why disappoint her?

I began to tease her with the point of my slender tongue, exploring her big, soft pussy. But teasing wasn't what she had in mind.

She shoved herself down on my face, pressing the back of my head into the hard desk and mashing my muzzle into her pussy. I could barely breathe for all the juicy flesh on me, but I did my best to please her, thrusting my long tongue inside and tasting her as it danced around inside.

Moaning loudly, she let my cock slip out of her mouth and settled for licking the base of it just above the strap, hugging it to herself with her hooves.

Her thick juices ran in rivulets down my face, and her hips ground against me, twitching madly.

That's when the other two mares came in.

There was no warning; I simply felt another mouth sink down over the tip of my cock and another tongue begin playing along my balls.

It must have been Aphin and Spritty, but I had no idea which one of them was which. Soon, though, I didn't care. The now-familiar clenching pressure in my balls mounted, and with only a slight grunt muffled by Mizzt's pussy for warning, I emptied myself into the unknown mare's mouth.

She pulled off of me after the first spurt, and for the first time since this began, I truly wished I hadn't been blindfolded. I wanted to see the ropes of cum shoot up and fall down onto the three mares' faces. As it was, I could only feel a few of the warm plops fall against my own skin.

Mizzt's tongue quickly found those, and as she slurped them up, her back legs gripped me tight and her inner walls clutched at my tongue. When she came, it was torrential. I swallowed as much as I could, trying to make my Queen proud, but there was just too much. My mouth overflowed and it poured out from the sides.

The moment Mizzt rolled over and flopped off of me, another changeling pussy was in my face. I didn't recognize the scent of this one either, but did it matter? She shoved herself down on me every bit as forcefully as Mizzt had, but this was no plush and chubby mare. Hard muscle and firm pussy lips pressed down on me, grinding my head uncomfortably into the desk, but I did my best to pleasure this new mare just as well, quickly slathering Mizzt's wetness all over her.

I felt a hoof on my cock, and that's what made me realize: it was just as hard as ever, still flared at the top and begging for more. Getting off hadn't made it falter in the slightest, and now, even though the touch was a little over-stimulating, I was ready to go ... physically at least.

The mare straddled me and pressed the flared head of my cock against her entrance. Still covered in their saliva and my own cum, it began to slide inside her a little, despite her tight resistance.

“Hi, Buzzik,” she said softly.

I knew that voice! It was Aphin. At the thought of what was about to happen, I was ready to go mentally as well, and not a moment too soon.

Aphin let herself slide downward, enveloping me in her startlingly tight warmth. More than ever, I could feel every contour of her, every inch as our most intimate places slid against each other. I could clearly feel it when the flat tip of my flare pressed up against the very deepest part of her, and I could feel the way her body twitched around me when that happened.

“Don't you dare forget me, you little twerp!”

I startled, and then realized that my tongue had lain completely still and passive inside Spritty's pussy ever since Aphin started sliding down my length. At least, I was pretty sure that pussy on my face was Spritty's, and the voice seemed to fit.

Well, she had a point. I'd been neglecting her. In an effort to redeem myself, I gave her everything I had, writhing my tongue inside her in all the best ways I knew how to. If her grunts and moans were anything to go by, all that effort was appreciated.

Soon, surprisingly soon, Aphin's inner walls clenched around me, becoming almost unbearably tight as they pulsed and dribbled warm wetness over my crotch.

It was too much to bear, and I lost myself as well, orgasming again and shooting another load upward, filling her clenching insides as she squealed in ecstasy.

But then something happened that I never expected. Aphin kept on rocking herself back and forth on my cock, and it kept on being hard inside her. As I tried to focus my attention on licking Spritty, Aphin kept fucking me as if neither of us had gotten off at all.

My cock was getting a little sore, and I was already feeling tired and empty, but that feeling, the wonderful feeling of her insides, was coming back.

This time, it was Aphin and Spritty who came together, clutching each other close and moaning into each other's shoulders as each of them released herself.

I wanted to thrust my hips, keep things going. I felt so close myself! But the ropes held me firm. I couldn't move. I could only take what they gave me.

Thankfully, Aphin had more to give.

When Spritty swung her leg over and left me there on the table, Aphin started moving against me again, deep and slow this time, sliding easily in the copious wetness all over both of us.

With my face clear, I could finally breathe easy again for a moment. I had only just caught my breath when Aphin's lips met my own, and then our tongues met as well. She tasted so pure and sweet after all the pussy I'd been licking. I could feel every tiny bit of her in a way I never had before with any mare – there was something to this taking away sight to enhance the other senses.

Aphin's new pace was slow and firm, and the inside of her pussy kept clenching against me as if she was in a constant orgasm. The pressure inside me was mounting again.

I wished I could wrap my hooves around her back, hold her close. “Aphin... I'm going to... I'm—”

“I know,” she whispered in my ear. “I want it. Fill me up again.”

It was too much, and I came a third time. I felt the surge of it pass up through my length, squeeze its way through Aphin's tight entrance and move up inside her before releasing straight into her womb. How had I never been able to feel that before? Even though I'd already spent myself twice this morning, I gave Aphin stream after stream of warm cum, filling her to the brim.

Just as I was almost completely spent, Aphin squeaked and clenched me tight, inside and out. She came again, her pussy squeezing me and milking out a few more sticky drops for her to treasure inside.

We lay there for a long moment, Aphin's slightly built body heaving up and down on my chest as we both breathed heavily, sweating against each other.

It was a lovely moment, and it reminded me of a fantasy I'd often had ... a fantasy about...

Flivvy! What was happening with her? In all this excitement and intensity, I'd nearly forgotten about her.

I could hear the wet slapping and moaning of two stallions having their way with her. One of them groaned louder, then held his breath as he heaved his load into the poor mare.

It must have been the stallion in the front, because when he pulled wetly out of her, Flivvy gasped in hasty breaths. Even as she desperately caught her breath, she let out short, sharp moans in time with the other stallion's thighs slapping against her ass. Soon, though, all sounds from Flivvy's mouth stopped, and a new stallion – perhaps Stikka, going by his voice – hummed in satisfaction as he filled her mouth without asking for permission or even needing to ask.

Oh why had I come in late today? Stupid brothers! If I'd been on time, I'd finally have my chance to be with Flivvy as well.

Abruptly, the moment ended. Chrysalis' magic yanked Aphin off of me, my cum spilling out of her as by flared tip popped free. “Enough hogging him to yourself,” the Queen said. “It's time the rest of the class had a turn.”

The rest of the class? But I was already tired, sweaty, and spent. I'd already given them three loads, wasn't that enough?

It wasn't.

Two mares came up onto the desk – I had absolutely no idea which two at this point, except that Flivvy was otherwise occupied and Aphin was probably too tired. One of them took hold of my hard, tender cock, guiding it into the other's pussy. She sank down on me, taking my whole length in one go before rising up and pulling off of me just as quickly.

Then they switched, one holding my wet and slippery length while the other got a turn pushing herself down on it, taking it all in just as easily.

Behind my blindfold, my eyes rolled up into the back of my head. Sweet Goddess, that felt amazing! They kept on with it, swapping out each time one went down and back up, and each time it carried that wonderful feeling of slipping into a new mare's eager pussy for the very first time. The feeling just kept coming and coming, and if I hadn't been so spent, I would probably have already creamed the insides of one or the other of them.

Another mare straddled my face. There was something different about this one, about the way she moved. She smelled different, too – different, but also familiar. I had smelled her before, probably tasted her before, but I couldn't place it just yet.

When she lowered herself down on my muzzle, she gave me a command. “Lick, drone, and give me your best.”

It was Chrysalis! Chrysalis' pussy was rubbing against my mouth, winking against my lips.

Everything about it, the feel, the smell, the taste, everything was sharpened and heightened like never before. I reached my tongue out and lapped at the royal pussy lips reverently, obediently.

“Mmm.” Chrysalis squirmed back and forth on my face a little. “Very nice, but you should be able to do better than that by this point in your training.”

Doing my best to ignore the endlessly repeating bliss of the two mares sharing my cock, I focused my attentions on that sweet, dripping pussy. My tongue dove into her, probing as deeply as I could manage, slithering against all the spots I'd learned mares were most sensitive in, even as I slowly riffled her bulging clit with my lower lip.

Chrysalis gasped. Day of days, I'd made the Queen of the Changelings gasp! She began rocking quickly back and forth over my lips. “Yes, yes! Good drone!”

Impossibly, despite everything, the experience was overwhelming me again, and I could feel myself drawing close.

I moaned into the svelte flesh of Chrysalis' nethers, and the mare who had me inside at the moment must have felt me twitch, because she said, “My Queen, I think he's about to—”

“Move aside!” Chrysalis shouted. “He is mine!”

The two mares – one of whom must have been Zilly from her voice – pulled off of and away from me in an instant. Chrysalis leapt forward and sank my cock deep into her own pussy, claiming her prize.

She was so warm! A boiling furnace of lust compared to what those other two mares had been. Shoving herself down on me, she kissed her wettened pussy lips against my sheath. Taking every inch I had to offer, her pussy pulled and squeezed at me as if trying to draw me in even more.

I came. Once again, I couldn't believe what was happening, couldn’t believe that I was steadily emptying the very last reserves of cum I had into my Queen. How could it even be possible that a lowly drone like me would get the chance to fill the royal womb?

It was over too quickly. The previous times had taken their toll, after all. Chrysalis didn't seem to mind, though. She hummed to herself in satisfaction as my seed coursed into her steamy depths.

Chrysalis leaned down, breathing hot breaths against my ear. “Thank you, little drone,” she whispered too quietly for anyone else to hear.

What was that? I hadn't even given her an orgasm. Or at least, I didn't think I had.

When she rose up off of my still-hard cock, though, she was all business. “I think that was a very educational lesson, class. Now, it is important to note that these experiences can be very intense, and especially important to note that a tight cock ring can cause health problems if it is left on for too long.”

Her magic released the ring around my base, and almost instantly, my cock shrank back into its sheath. Even after it had finally retreated, it still ached and throbbed. A moment later, she released all four of my leg restraints as well; I sat up and pulled the blindfold from my eyes.

The first thing I saw was Chrysalis grinning at me, but I quickly glanced over at the still-bound Flivvy.

“Ah yes, right. You never had a chance to take her, did you? You may go ahead if you wish – all the other stallions in the class have already spent themselves inside her.”

I dropped down off the desk and walked around Flivvy. The poor mare was dribbling a constant stream of her own juices and many stallions' cum from every orifice. There was a huge, milky-pale puddle underneath her.

As much as I may have wanted to, my own body had been completely worn out. I couldn't get so much of a twitch from my shriveled cock, and I barely had enough energy to stand, much less have sex even more.

I shook my head no. Being with Flivvy had been my dream for a long time, but this wasn't how it was going to happen, and this wasn't the time or the place. It would have to wait.

Chrysalis tisked when she saw me shake my head. “A pity. I have seen more virile stallions go through twice as much use and still come begging for more. Of course, stallions that exceptional tend to find their way into my own private breeding herd.”

Exhausted, I stumbled back to my seat and tried to rest. The slowly drying sweat – and other fluids – on me made the room seem abnormally cold.

The Queen made quick work of releasing Flivvy, who also quickly stumbled her way to a desk. Oddly, though, she chose the one right next to mine.

Both of us were too exhausted to speak, but we looked at each other and shared a small, tired smile. There was something in her eyes, something that spoke to me and told me that this shared experience – even though we'd never even touched each other – had bound us together in ways neither of us understood.

“Now, Class, bondage is merely the most popular of many fetishes. We will spend the rest of the class going summarily through a list of some of the other fetishes you may encounter. For your homework, you will be expected to take a classmate home, and each of you will choose a different fetish from the list to experience with your partner.”

Author's Note

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Homework 6: Fetish Exploration

Warning: Contains interspecies (pony/minotaur) and watersports.

“For your homework, you will be expected to take a classmate home, and each of you will choose a different fetish from the list to experience with your partner.”

I looked over at Flivvy, and our eyes met again. Maybe now I could finally—

Aphin jumped right in between the two of us, bouncing and grinning. “You're mine tonight!” she squeaked.

Well she was sure starting to get bold, wasn't she? I tried to look past her, but Flivvy was already getting out of her chair and walking over to a group of changelings near the front. I sighed. It looked like Flivvy was going home with someone else tonight.

And I'd be stuck with Aphin. Looking at her, though, at the eagerness in her eyes, her cute little smile, and the way her rump wiggled back and forth behind her... Maybe being stuck with Aphin wasn't such a bad thing, though.

I made a show of sighing heavily. It wasn't difficult – I was quite tired from my performance so far today already. “Well, okay.” I shrugged. “Your place or mine?”

“My family's hive nook is only a couple tunnels away.” Her smile grew.

I nodded, still feeling exhausted. A shorter walk – and without transforming or pulling a hay cart with my little brothers inside – sounded really good right now.

* * *

Aphin was still prancing around energetically when I staggered in through her hive nook's entry hole behind her. At least the view of her bouncing tush was nice.

Inside, there was a whole crowd of other changelings – old, young, mare and stallion, all mingling and talking and trying to share the cramped space. My eyes went wide at the scene. I hadn't expected to see so many here.

“Meet my family, Buzzik!” Aphin grinned even wider, then started pointing out changelings and rattling off their names.

Even if I was feeling fresh and ready, it would have been difficult. As it was, I didn't manage to remember a single one.

Once she'd finished, Aphin stomped her hoof on the rock floor to get their attention – all of them stopped what they were doing for a moment and looked. “Everybody,” Aphin said, “this is my friend Buzzik from school. We're about to have some really kinky fetishy sex!”

My eyes went wide and I nearly choked. What happened to the shy little changeling who liked to disappear in the back of the class? I would never have guessed she was this forward with her family ... or had she grown this fearless everywhere now?

“That's lovely, Dear.” An old, wrinkled changeling mare hobbled over to us. She pinched my cheek and looked at me in a way that made me feel distinctly uncomfortable. “And he is quite a cutie, isn't he?”

Aphin blushed. “Mm-hm.”

The old matron smiled at us very knowingly. “Why don't you take him into the master bedroom? The two of you could get a little privacy in there.”

“Really?” Aphin asked. “Can we?”

Nodding, the old changeling mare turned away. “Anything for family,” she mumbled.

Aphin nearly dragged me through the crowded room to a small opening on the other side. It led into a little cavern barely big enough for the bed that filled it. The room was tall, though, which made it feel like it had more space than it really did.

A little privacy was right. The room had no door, and I could already see several faces – mostly younglings – discreetly peeking in through the opening.

Well, it was what it was. And it wasn't as if I'd never had sex in front of an audience before. Why, I'd done it just a bit earlier the same day!

“So...” I said, turning to Aphin. “What are we going to—”

Her eyes went wide. “Of course! I didn't even think about which fetishes to do. Wait right here!” She zoomed out through the door, scattering our little impromptu audience.

That left me alone in the room. Well, what now? Shrugging, I laid myself down on the bed. At least I could rest up a little.

Aphin was back in just a moment, holding her sex textbook up triumphantly. She cracked it open to the chapter about fetishes and held it up in front of my face, running her hole-speckled hoof down the list of contents for the chapter. “Which one are you going to pick?”

I just groaned. Really, I'd had enough today. I knew I couldn't dare shirk this assignment, but still, I couldn't even muster the will to choose. “You pick first,” I told her.

“Okay!” Taking the book back, she studied it closely, running her hoof up and down the page. She flipped a few pages, then a few more, reading for a few minutes each time.

Taking the moment to relax, I breathed deep. At least there was a bed. That was nice.

“Ah!” Aphin held up the book to face me. “I know what I want to do now!”

I propped myself up on my hooves so I could see the book better. It had a provocatively explicit picture of a pony mare peeing and the big, bold section heading read 'Watersports'. It seemed a little weird, but then again, probably everything in that chapter of the book would. I shrugged. “Okay, what do we do?”

She read a bit more, humming to herself. Then she looked at me and nodded. “I think it's okay if you just lay still, but we should probably get off the bed. It might be kind of messy, and I don't want to make my mom angry.”

Nodding, I rolled myself off the bed, then stood next to it. “So...?”

“Down on the floor, worm!”

My eyes went wide. “What?” I'd never expected to hear anything like that from Aphin of all changelings!

She looked away, blushing. “I'm sorry. It's just... the book said I was supposed to be dominating and degrading you.”

“Oh.” I stared at her for a moment, then laid myself down on the floor, but with my back leaning up against the wall of the chamber. “Is this okay?”

“Uh-huh.” She smiled, but then shook herself and scowled at me. “As if anything you could ever do would be adequate at all!”

She was beginning to remind me of Queen Chrysalis. And oddly, the idea of that connection was making my crotch tingle and bulge a little. Strutting over to me, looming over my body, she jabbed a hoof at my chest. “What makes you think you're good enough for me?”

“I... uh...”

“You're not!” Her hoof trailed down from my chest to slide over my bulging sheath and gently lift my balls. “You're nothing but dirt to me. Worthless!”

This was really weird, but my cock didn't seem to mind. It flopped happily out, lolling against my belly and twitching its way harder every moment.

“You think you're fit to lick my pussy?”

Should I play along, or should I fight it? I hadn't read that part of the book yet, so I made a hasty guess. “Um, no.”

“That's right!” Aphin spun around in front of me, deftly avoiding stepping on me as she turned her rump toward me, draping her tail across my face. She leaned back until her smooth, plump pussy lips were mere inches away from my face, the smell of her flooding my senses. “You're not good enough for perfection like this. You're not even good enough to touch it.”

I breathed heavily. That was all I dared to do, but she must have felt my breath on her, because she began winking madly in my face, her pussy dribbling its juices onto my chest.

“But maybe...” Her tail rose high, arching over her back and lifting away from my face, giving me an even better view of her steamy nethers. “Maybe you're good enough to be my toilet.” She looked back at me, peeking around the curve of her ass. “You think you're good enough for that? Huh?”

Gulping, I nodded.

Aphin's legs spread out even more, lowering her ass a little, just to the top of my chest. The soft skin around her pussy bulged outward a little, stopped, then did it again as she tensed up ... but nothing happened.

I closed my eyes, waiting for it.

Still, nothing happened. Aphin let out a squeaking little grunt and whispered to herself, “Come on, come on.”

“Are you okay?” I asked.

“Shut up!” she barked. “It's just... I just, well, it's hard for me to go when there's someone watching.”

I couldn’t help it – I smirked up at her.

And she saw it. “Wipe that grin off your face,” she snapped at me, “or I'll— Unh...” Her pussy visibly relaxed, and out came a golden yellow stream, pouring out toward me.

It took the grin away from my face all right. I shut my lips tightly and squeezed my eyes shut as it splattered against my muzzle. It was so warm! And the smell of it ... even though I held my breath, the smell of it overwhelmed my nose with its sour-bitter tang ... but there was something else in the smell, some musk that went straight to the most primitive parts of me.

Aphin dipped lower, still peeing, and pressed her ass against my chest, making the piss spray in all directions, heating me deeply where it splattered first, but quickly cooling as it dribbled down my sides and between my legs.

What the heck was going on? Why was it turning me on so much?

Her stream was starting to slow now, simply pouring over my chest instead of spraying against me, and I felt bold enough to open my eyes and look.

We were both soaked in it, but what caught my attention was the look Aphin was giving me. Confident and triumphant, she smiled at me as if she'd just tricked me out of my life savings, all while her soft and unbelievably warm pussy dribbled piss onto my body.

Aphin scooched down again, planting her pussy up against my now-hard cock. “Ooh, you like it, don't you?”

Not even knowing if she was being in character or not anymore, I nodded.

Her stream of pee stopped for a moment, then her pussy winked and she let a little bit more out. “You're going to fuck me now,” she said, then reached down and grabbed my cock. Her entrance felt wet, but rubbery and not slippery when she pressed it against my tip. But as soon as she pushed it inside, it found her slick juices and slid all the way in easily.

As she sank down onto my shaft, the last bits of pee squeezed out of her, squirting out over the base of my cock and soaking into my balls.

Goddess, the place stank now, but I was beyond caring. All I wanted was to fuck Aphin's brains out. I slammed my hips up into her, pushing as far into her as I could go. She squealed and squirted a last few drops as I hit her too deep.

Gasping, she pulled herself up off of me and stepped away.

I clutched at her and tried to pull her down, but she'd caught me by surprise and managed to slip away.

“Aphin,” I cried, “please, I need to—”

“Okay, which fetish are you going to pick?” She smiled at me cheerfully over the rim of the textbook, holding it up toward me with her slightly-soggy hooves.

I stared at her, panting, my cock almost painfully hard and wanting nothing more than her wrapped around it. It was difficult to read, difficult to think. Just to buy a little time, I tried to wipe my chest clean with my hooves as well as I could. That helped a little.

“Come on!” She was almost bouncing in her excitement. “Which one?”

Forcing myself to focus on the list, I read down it. I wanted something that would get me inside her, but also something that wouldn’t tire me out even more. Age regression, nope; asphyxiation, no; alpha male, not enough energy for that; ball-busting, I blanched at the thought; biting, one look at Aphin's pointy teeth and definitely no; blood play, Goddess no; bukkake, not enough stallions... I shook my head skimming down the list. Nothing here would do!

“Buzzik, come on!”

My body agreed with her; this was taking much too long, and I wasn't getting any closer to what I wanted. But then my hoof caught on part of the list. Interspecies. With a flick of magic, I turned the pages to its section, finding a picture of a minotaur bull having his way with a pony mare. My brows rose.

Aphin looked down at the page I had it opened to, then back up at me. She smiled. “Looks like fun!”

I glanced back at the room's doorway, seeing plenty of faces peeking in. Well, might as well give them the show they came for.

When I looked back at her, Aphin flashed green, transforming into a blue and white pony mare just like the one in the book's illustration.

“You want to do it just like in the picture?”

She smiled.

Well, I could sure use the strength of a bull right now. It was going to be a tricky transformation, though. Minotaurs were very different in shape from the pony disguises I was used to making. But I could give it a try.

I took a deep breath and closed my eyes, called up my magic, then gave it a shot.

“Hey, that's not right!”

Wincing at Aphin's assessment of my efforts, I looked down at myself. She was right. I'd made myself more burly in the forequarters and given myself cloven hooves, but there were still four of them.

“You've just made yourself a pony with two horns.” She grinned and cocked her head to the side a little. “Try again and focus on that picture in the book this time.”

My, hadn't she gotten assertive? Maybe this class was doing wonders for her ... or maybe she just felt comfortable around me for some reason. Either way, she was right. Steeling myself, I gave it another try. This time, instead of squeezing my eyes shut, I stared intently at the image of the minotaur on the page.

Once I flashed green, Aphin gasped in appreciation ... from well below me. She stared up at me with glittering eyes and a big smile.

I looked down at her – she was scarcely half as tall as me now, and I suddenly felt very grateful for the extra headroom in this chamber.

Her eyes drifted downward, and she gasped. “Oh wow.”

In my new bipedal stance, I was on full display for her, and despite the change in body, I'd stayed completely erect. Whatever I had been expecting, though, I was a bit surprised. Despite how much bigger I was now, my cock was a little bit smaller and a lot thinner, rounded at the top and vividly pink against my new dark fur. I stared at it and blinked.

“I like it,” Aphin announced.

“You do?” It looked really weird to me.

She nodded. “Yeah, it's cute!” Moving in close, she nuzzled in below it, giggling. “And these are really neat, too!”

I had to lean over a little to see them, but when I did, my eyes bulged out at the sight of an enormous pair of elongated balls hanging ponderously low. How did minotaur bulls even manage to walk without kicking themselves in the nuts all the time?

It felt good, though, when Aphin brushed her pony muzzle against them, rubbing them across her cheeks. They hung so low she could – and did – drape them across her face and rub into them. It made me grateful she hadn't changed into a unicorn.

Soon, her tongue followed the thick cord of flesh that connected me to them, up the huge bulge above that, and then to the base of my throbbing pink and red cock.

I gasped when she touched it. How could it be so sensitive? Was it because of the transformation or just because she'd gotten me really pent up by now?

Winking up at me, she easily took the thinner, smaller cock deep into her throat, swallowing all of it until her lips touched the thick tuft of hairs at its base.

I instinctively grabbed her head and held it there, shuddering in pleasure. Only after a few moments of that did I realize just how good my new – well, they weren't hooves anymore ... my new hands? – were at grabbing things. Letting her go, I held one up to my face and wiggled the fingers of it. Weird.

Even though I wasn't holding her anymore, Aphin stayed right where she was, drooling onto the base of my cock as she began moving up and down just enough to keep me tingling.

I was starting to get some ideas about how these hands might be useful, though...

As Aphin bobbed her head up and down, I leaned over her, reaching over her back with my long, muscular arm until I could touch the warm, fuzzy curves of her rump. Oh wow, how awesome it felt when I could really grab and squeeze those round cheeks!

From the sound of Aphin's muffled moan around my bull cock, and from the way her tail rose even higher, it was evident that she enjoyed the feeling almost as much as I did.

Well, she hadn't seen anything yet! I had greater plans for these weird fingers at the end of my new limbs. Sliding them along the deep curve of her rump, I edged my hand between her legs until the soft fur gave way to warm, wet flesh.

Aphin moaned around her mouthful when I brushed against her entrance, but I had more than just that in mind.

I twiddled my fingers across her supple pussy and squeezed the plush lips together, wetting my fingers in her freely flowing nectar. Then I slipped a finger inside her.

Pulling her mouth off of me and flinging a strand of saliva upward, Aphin gasped. “Oh! Oh Goddess! How did you—?”

Slipping another finger inside turned her exclamations into mindless gibbering. I could feel her warm insides pulsing around my fingers, every detail of her was so apparent – these fingers could feel so much more detail than my cock could. Before, I could only rub the softest part of my hoof against a mare's entrance. I'd never been able to go inside like this. It was amazing!

Her clit winked against my knuckles, and she lowered her head back down, licking up and down my weird pink shaft. One of her hooves rose up and hugged my dangling balls.

As I felt Aphin's clenching around my fingers getting more insistent, I started jiggling them up and down inside her, letting my other two fingers brush her clit.

Aphin's mouth left me, though one hoof still clutched my massive balls. She yelped and squealed as her body began to convulse.

Her hot inner flesh clutched and writhed around my fingers, pulling them in a little deeper and squeezing relentlessly as warm liquid dribbled over them.

When Aphin fell away from me, my fingers slipped out of her. She flopped onto the floor, moaning. Her back legs twitched slightly.

“That good?” I asked.

She nodded, still catching her breath. I could wait a moment.

Once she rose, though, I took charge. Sitting down on the bed, I grabbed her around the middle and lifted her up bodily. The minotaur hands and strong arms were really amazing!

Aphin gasped and squirmed as I lifted her, then went rigid when I lowered her onto the tip of my bull cock. She glanced over her shoulder at me.

I smiled back and lowered her, groaning as her warm wetness slid down over my cock, easily sliding over it as my sensitive pink flesh disappeared into hers. In no time at all, I'd plunged my reduced length all the way into her, sitting her on the ridge in my belly it came out of. I could feel her pussy winking against me there.

Her hooves found purchase on my knees, and she lifted herself up a bit. When she let herself fall back down, she let out a cute little “Unh!”

Transforming into a minotaur bull had given me plenty of strength, but it hadn't really restored my stamina. I was perfectly happy to let Aphin bounce there on her own, holding her sleek sides more to stabilize her and help her balance than to keep her up there.

She didn't seem to mind doing all the work, bouncing up and down on my weird minotaur cock with abandon, her pussy getting tighter and tighter around me every time she rose up and her juices squishing noisily against me every time she came back down.

I groaned. She'd gotten me so sensitive! Or was it just that minotaurs always felt like this? “Aphin,” I gasped out to her, “I'm ... I'm going to...”

“Do it,” she said. “I want to feel what those big balls can do. What's it feel like to be filled by a bull?”

In just a moment I grunted, snorting heavily through my bovine nose and pulling her down onto my cock as hard as I could. And then she found out what it felt like.

It was a new feeling for me, too. I was familiar with the tingling pressure I felt as a changeling or pony stallion, but this was entirely different. A wave rolled through me, starting with my balls clenching up toward me almost painfully and then rushing up through my whole body in a surge of pressure that made me feel like every vein in me was swelling.

Aphin cried out as the first massive stream of cum flooded inside. Her pussy clenched hard against me, and I could feel the intense pressure of her orgasming inner walls squeezing the base of my shaft and massaging my tip.

The pressure she was putting on me was nothing to match what was on the way, though. Rather than pulses of cum, I could feel long rushes of it streaming through the inside of my cock.

Huge torrents of cum quickly filled Aphin's body, and with her clenching so hard around me, none of it could escape. Her belly even began expanding a little – I could feel it swelling against my hands as I filled her with more and more.

Her orgasm didn't last nearly as long as mine though, and her tightly squeezing pussy relaxed around me while I was still pumping into her just as hard as ever. Now that it could escape, a deluge of creamy cum poured out of her all over my still-pulsing balls.

And still, it kept coming. The thick streams coursed through me and sprayed deep inside her relentlessly as my huge bull balls gave her everything they had, burst after burst.

Eventually, though, even those enormous things began to run dry. The spurts tapered off from high-pressure streams to little squirts, then dribbles, then finally nothing at all.

I wanted to lift Aphin off of me, but all I could do was collapse back down onto the bed. Aphin fell with me, landing with her back on top of my belly before she rolled off of me, letting my cock slip out of her. It soon retreated back into the hairy hole above my groin where it had come from.

Aphin looked at me, my bull cum still pouring out of her pussy in a wide, gooey strand. “Woah.”

Looking back at her, I nodded. “Woah.”

“We've got to try it the other way around sometime.” She grinned at me.

The other way around as in her being a bull and me a pony mare, or as me being a stallion and her being a minotaur cow? Either way, I wasn't quite as keen on the idea. “Sometime when I'm less tired,” I told her.

She nodded. “Yeah. You know, since you're so tired, do you want to just sleep at my place tonight?”

But I was already drifting off to dreamland, still in minotaur form. My last waking thought was me wondering how Aphin was going to explain the well-sexed minotaur bull sleeping on their bed to her parents when they came home.

Author's Note

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Final Project: Seduce a Real Pony

“Good, good, everyone has arrived.” Queen Chrysalis paced back and forth in the front of the classroom, swaying her hips and giving knowing glances to each student in turn. “There will be no lesson today, because today is the day of your final project. Today, rather than learning, you will be tested.”

I gulped at the word 'tested'. Even after all I'd been through, I couldn't help but feel a twinge of nervousness at knowing what was to come.

“Today, students, you will be expected to leave the hive and seduce a real pony.”

I knew that already, but still, I couldn't help but wince at the enormity of that task. All around me, most of my classmates fidgeted nervously as well. Not Zilly, though ... did she already have some kind of plan? I wondered what it was, and wished I had one of my own.

“If you fail to do so...” Chrysalis licked her lips, running her long, thin tongue over sharp teeth. “Well, unfortunately for all of you, no one in the previous class failed. If they had, you would already know what a Class Gimp is. Suffice it to say, you would be retaking the class in an entirely new way.”

The restless shifting of changeling butts in seats intensified.

“Tomorrow, I will check your memories. I expect each of you to have coupled with a real, live pony before midnight tonight, I expect the pairing to go well, and I expect you to come back with love energy for me to harvest.” She paused for a moment with her mouth still a little open, stretching slightly and fluttering her eyelids, as if already imagining her students pumping fresh love into her. “And make it juicy!”

Despite my nerves, I grinned slightly. It seemed like such a long time since I had been with Queen Chrysalis, and I was looking forward to the moment of her harvesting the love I collect. Our Queen is wise – she offers the carrot as well as the stick.

“Go. Go now: you will need as much time as you can get.”

Everyone in the room paused for a moment, expecting something more from her, but one by one ... and then in a huge mass, we all came to. It was chaos, changeling drones flitting up through the entry hole at the top of the room, other drones changing into their most seductive pony forms. I lost track of most of them in the rush to leave, but I did spot Mik-Mik changing into a dapper unicorn stallion ... and then changing right back when he realized that he couldn't fly out of the room as a unicorn. My eyes darted here and there, searching for a sign of Flivvy, but I only caught a glimpse of her un-transformed tail as she darted up through the hole, one of the first to leave.

Anxious to get a head start before my classmates claimed all the sluttiest easy targets in Ponyville, I didn't transform myself until I was almost all the way to my usual exit. I'd come this way by habit. It wasn't the best way to the center of Ponyville, but it was the path I was used to taking on my way home, so I'd taken it without thinking. As I looked around, I finally noticed that none none of my classmates had taken the same route.

That was all for the better, I supposed. Avoid the mad rush at the main exits, and then maybe I'd get lucky here in the outskirts and find somepony easy to seduce that the other's hadn't found yet. I could only hope.

So I transformed, choosing the form of a pegasus stallion with sleek, well-defined muscles, a gorgeous mane of ice-blue hair over a shimmering grey coat, and – of course – a handsomely well-equipped undercarriage. Just for kicks, I gave myself a cutie mark of a heart-shaped cloud being pierced by an arrow; there would be no mistaking what I was after.

Ready to face the town, I covered the last few yards to the entrance of the hole and popped out from behind the same old tree I always did.

I don't know why I was surprised that nopony was there to see me. That hole was chosen specifically because nopony was ever watching it. But this time I had come out wanting to be seen. I'd put on a show, and the audience hadn't come.

No matter. Shrugging it off, I headed for town. I walked, rather than flew, because I didn't want to waste a single opportunity. If I did meet a pony on the road, it would be much more natural to strike up a conversation with them if I was walking, rather than flying overhead.

That was my mistake. How could I have known the available ponies of Ponyville would be claimed that quickly?

By the time I arrived in the town proper, I noticed a peculiar trend. Ponies came almost exclusively in pairs. Nowhere I looked was there a lonely pony. Every one of them seemed to have an amorous companion alongside. I didn't recognize most of them, even though I'd walked through Ponyville many times. Seeing Mik-Mik's unicorn stallion disguise chatting up a bouncing pink mare sealed it, though: my classmates had outrun me and claimed the easy targets for themselves.

Great balls of changeling goo! How was I supposed to find a mate now? I couldn’t stomach the idea of trying to steal one of my classmates' beaus. That would put them in the same situation as me, and they'd justifiably hate me for it later. No, I had to find a new pony to focus my attentions on, and there were simply none to be had. The ones who weren't claimed by my fellow students either seemed to be engrossed in their own real relationships, or were ponies we'd been specifically warned against from the time we could speak, like that purple alicorn across the square.

I ducked into a side-street to keep out of the alicorn's view. Word was, that pony was particularly adept at spotting changelings. Even the Queen's disguise hadn't been good enough to fool her!

In that side-street, though, is where I saw the one. She was perfect: a pegasus like me, her silky pale mane trailed gracefully all the way down to the top of her hooves; her pinkish body was long and lithe; her eyes sparkled brilliantly over her cute snub nose. She didn't seem to be going much of anywhere, instead she just stood and looked over the crowded square, as if searching for someone.

I smiled. I'd been worried about nothing – here was just the kind of pony I needed. “Hi,” I said to her, holding out my hoof, “are you lost?”

She took my hoof and shook it gently, then glanced away and blushed. “No, I'm sorry. I'm just new in town and...”

Ah ... that would explain why I'd never seen her here before. She was a very striking mare, not the type I'd be likely to forget.

“Well, I, um...” Her blush intensified. “I'm only passing through, but I need somewhere to stay in town.” She bit her lips, then looked at me. “I ... I don't have any bits to pay, but...”

Oh Goddess this was perfect! One small problem: I didn't have anywhere to stay or any bits either. But the gears in my head were already spinning into overdrive on that problem. “Oh, well actually I'm new here too. I'm Lightheart; pleased to meet you.” It was as good a name as any, and I hadn't had much time to come up with it.

“Summer Breeze,” she said quietly. “I, um, I know you probably can't help me then, but please don't leave me. I don't know anyone in this town.” With the way her big eyes sparkled at me, I'd have ended up helping her even if I hadn't been ordered directly by my Queen to ingratiate myself.

“Of course I won't.” I gave her a charming smile.

She returned the smile, a warmingly honest one that was in danger of melting even my changeling heart. A real pony wouldn’t have stood a chance.

But while we talked, I'd come to a realization. “You know,” I told her, “we're both pegasus ponies. Why should we worry about hiding from the weather? If we work together, I'm sure we can build a fine cloud to rest on, and if any rainclouds come, we'll either either bust them up or lift our cloud above them. What do you say?”

Her face had brightened as I spoke, and now she nodded. “I'd like that.” The way she looked into my eyes as she said it told me that she was speaking of far more than just building a rudimentary cloud house.

“So, should we get started?”

She nodded again. “Let's go!” Before I could do anything, she was up and away, flying just above and ahead of me. The view had to be something that pegasus ponies would get used to over time, but it was all new to me. Almost the whole way, I had nowhere to look but right under her tail as it trailed through the breeze. And the view was nothing to complain about. Her slender legs filled out into generous curves toward the top, and nestled cozily right between them was her gorgeous vulva ... smooth and firm, pouting upward a little as if to catch every potential drop, and there was just a tiny sliver of pink at the bottom where it drew apart ... just enough to catch my eye.

Before I realized it, we were up in the clouds. I nearly ran into her when she stopped, only saving myself by swerving at the very last moment. I still clipped her wing a little.

“Hey!” she yelled at me, uncharacteristically harsh. “Watch where you're...” When she saw my carefully calculated embarrassed grin, she softened. “Try to be more careful, okay?”

I nodded and grabbed the first tuft of cloud I could get my hooves on.

She did as well, and soon we had quite a sizable lump of clouds to work with. An ugly, amalgamated lump about the size of a small house, but nowhere near the shape.

I wasn't a pegasus, not really. I'd hoped that she would know what she was doing, but she seemed even less skilled at cloud-sculpting. Well, there was nothing like learning on the fly – literally. Maybe if I tried it, it would turn out to come pretty naturally and be easy.

It didn't come easy. Every time I put two chunks of cloud together, they tended to drift apart. When I tried to bust open a doorway, the whole cloud just started raining instead. The stupid wispy things slipped through my hooves and fought back against me like they were alive. Eventually, though, the two of us pulled it off. The 'house' we made didn't look like much. It was still lumpy and not quite symmetrical, the windows and 'skylight' had been more accidental than purposeful, the front porch-ish thing I'd added on was still dripping rain onto the town below, and a great deal of the house's inner volume was still solid cloud... But we'd done it: a completed cloud-house big enough for two.

Summer had put herself in charge of sculpting most of the interior. It had only one feature – a wide upraised platform of soft, fluffy clouds. The only furniture she'd bothered making was a bed. And there was only one bed. Things were looking good indeed!

Side-by-side, we walked into our new house. I tried not to think about how likely it was that the whole thing would collapse, greatly helped by the distraction of us squeezing together in order to fit through the narrow door. Her body was so warm compared to those chilly clouds, and it was almost as soft.

Once inside, she immediately flopped down onto the big fluffy bed. Lying sideways like that emphasized the curve of her body and the gentle swell of her hips. Did she realize what she was doing?

I stayed put near the bed – everywhere in the little one-room house was near the bed – and did my best to act like this was natural and normal. Oh, this was so close! But I couldn’t afford to blow it by being to forward all the sudden with this total stranger. If I got into bed with her, it might totally creep her out, and she'd never want to—

Summer looked at me and patted the cloud bed next to her. Her little glimmer of a smile was all the encouragement I needed.

Still, I couldn't help but feel the electric buzz of excitement as I settled down on the bed next to her. I looked into her eyes and I felt sure she could hear my heart pounding.

She laid a hoof over my shoulder. “Thank you for helping me with the house.”

I smiled.

“I owe you one, Lightheart.” She didn't smile back so much as grin. A sumptuous, easy grin that tugged one cheek more than the other as her eyes looked right through me into what I wanted.

“Its... It's nothing.”

Her hoof stroked down my body, across my wings ... and all the way down to my sheath, making my eyes go wide. Still, I barely saw it coming when she kissed me.

Oh Goddess, her lips were heavenly! So smooth and soft as they touched and slid across mine. I lost myself in the feeling of that lovely contact. When we finally pulled apart to breathe, I had no idea how much time had passed. It could have been seconds or hours, who could tell?

“Am I going to fast for you?” she asked.

My answer bulged out of its sheath and into her hooves.

She gasped slightly as she felt it growing, but she didn't hesitate to touch me more, soon growing me to my full potential between her stroking hooves. Her excitement grew along with it, breathing faster and stroking faster as she began to realize just how generously I'd proportioned my disguise.

I satisfied myself with nuzzling into her soft-furred neck and groping for her flank with one hoof. How lucky could I be to have found such a gorgeous and willing mare so quickly? Maybe ponies really were as secretly slutty as my teachers had claimed!

With a flick of her hooves, Summer Breeze rolled me onto my back. She sat up, looming over me with a smugly satisfied grin.

“You're beautiful,” I told her.

She blushed a little, but instead of answering, lowered her neck and pressed her mouth against the tip of my cock.

I threw my head back and gasped at that delicate feeling of wet warmth. This wasn't about Queen Chrysalis and her lessons anymore. This was about me and a cute pegasus mare, and how much we wanted each other.

Despite the size I'd given myself, she took me into her mouth with expert ease. That wet heat spread further and further down with every bob of her head, and she showed no desire to come up for air. Instead, she turned her body more and more, angling herself better to take more of me in. Even as her throat began to spasm around me and little gagging sounds escaped, she didn't slow in the slightest.

Goddess, what a mare! Her turning was bringing her flanks closer and closer to me, though, and I took advantage of it. I could reach her now, and I wasted no time in trailing a hoof across the tautly stretched curve of her ass. The higher my hoof wandered, the higher her tail rose.

Finally, I touched her sweet little pony pussy. It winked open at the touch, and it drenched my hoof with warm, slick nectar. The soft, swelling flesh of it pouted outward more than ever with the way her butt was so tightly folded in the half-sitting position, and I couldn’t have stopped myself from rolling that yielding smooth skin under my hoof even if I'd wanted to resist.

Summer moaned around the girth of my cock as I touched her. With shocking speed, she plunged the rest of the way down and kissed her lips against my sheath. Choking, she pulled back up again, letting my now-wet length come all the way out. A curving trickle of drool connected her lips to the swelling head of it.

She glanced at me over her shoulder, and there was no need for words. I could see the lust in her eyes, the driving desire. She swung one back leg over me, plunged her wet pussy onto my muzzle, and then swallowed my entire length again, gulping it down in one incredible stroke.

I gave the steamy pink flesh squishing against my lips the best tonguing I knew how ... the best I could manage with the intense distraction of this mare's throat convulsing around my medial ring, this mare's lips bobbing up and down against the base of my cock, this mare's hooves gently massaging my balls.

And I like to think that I did well for myself. She moaned every time I tasted her tangy inner nook. She squealed every time I teased her winking clit. Her juices ran in slow streams down my cheeks and either side of my neck.

Already, my orgasm was coming. I could feel the pressure mounting.

And Summer could feel my tip flaring inside her throat. That was finally too much for her – she gagged and choked, and she pulled me out of her mouth.

I was about to apologize as profusely as I could with a mouth full of her pussy, but she spoke first, crying it out heedlessly between her gasps: “It has to be inside! ... Cum inside me!”

Whether she lunged forward or I shoved her forward is hard to tell, but she quickly ended up with the desperate heat of her marehood pressed against the wide-flared head of my cock. I pressed upward, she pressed downward, and for the first time in my life, I slid myself into the wonderful embrace of a pony mare's pussy.

Had I expected it to feel different than a changeling's? Different than a changeling disguised as a pony? It didn't ... but yet it did. This was the real thing, what I'd been training for, and that simple fact made the feeling of her slick warm flesh against mine feel entirely new.

I groaned and clutched at her hips, her ass, as she slid down me. Oh Goddess, how deep inside her was I going? I could only imagine my swollen hardness inside her somewhere just above the base of her tail and still rising, pushing deeper and deeper into her until...

She yelped in pleasure-pain as I bottomed out into her, exactly at the same moment her nether lips came to rest against my sheath. It was as if we were made for each other.

I had lost a bit of my momentum when she pulled her mouth off of me, but the look she gave me, bending over her shoulder as we rested there brought me almost all the way back to orgasm even though neither of us was moving at the moment. That look said, 'Now I truly know you,' and, 'Oh fuck!' and, 'Is that all you've got?' all at once.

I was about to begin bouncing her on top of me, but she beat me to it. Instead of bouncing, she began rocking back and forth, rubbing her ass cheeks against my hips. I could feel her straining entrance pulling and pushing at the base of my cock. I could feel her innermost depths clutching at my tip.

Her hooves fondled my balls as she went faster and faster, gasping with every motion of her sweet hips. When I pulled her tail up a little, she sped up even more, and her hooves left me in order to rub at her own clit – I could feel the little circles she was making against the bottom of my cock.

“I, I'm—” She shrieked and outwardly froze, but inside, she churned. Her inner walls clutched against me, pulsing hard, and her hot juices gushed out over my crotch. She looked back at me again, but this time with the desperate passion of a mare who's lost control of her own body.

After a few more moments of juddering ecstasy, she slumped, collapsing down onto me. She gave a barely-audible “Mmnf” as she bottomed out on me again, but otherwise barely responded to it at all. Instead, she just gasped for breath.

I'd gotten close – so close! – from her rocking, but I hadn't peaked, not yet.

As she drooped forward and off of me, her sides still heaving, I lifted myself up and pushed her further. She tipped, her face plowing into the soft clouds of the bed. Her perky rump stood high, her back legs still spread as I rose up behind her and heaved myself up.

What a sight! This lovely mare, laid waste by her own sexual peak. Her back legs trembled, but stayed upright, letting her back arc down onto the fluffy mattress where her front legs splayed wide. Her tail still twitched high above the twin curves of her ass, and just below that, her tired but still-needy pussy winked as it dribbled a long string of clear honey onto the cloud below.

I took a moment to appreciate the sight of her ... but only a moment. I couldn't delay for long in what I truly wanted to do.

Standing on my hind legs and steadying myself with my fake pegasus wings, I carefully lined up my cock and its achingly desperate need to her entrance.

As she caught her breath, she took a little initiative and leaned toward me, curving her back just a little more, until her love-slick pussy lips kissed the wide flare at my tip. She still didn't raise her head or look back at me, but I already knew exactly what she wanted.

I slid into her in one gloriously smooth and easy stroke. The arch of her body forced my cock downward as it glided deeper into her, almost uncomfortably, but not quite. It did force a lot of delicious pressure in certain places, though. She felt almost unbearably tight in this position, and I could tell from the slight strain in her heavy breaths that she felt it too.

But that was just the thing to finish with. I slid in and out of her slowly, savoring the too-fast buildup that I couldn't stop. I wanted it to last forever, and I wanted it to finish right now.

I couldn’t have it both ways, of course. In the end, it was her screaming into the bed and convulsing into orgasm again that settled things. Even though I held still and clenched as hard as I could, the waves of her soft inner flesh squeezing against me was too much. Even as her convulsions began to fade, my own let loose.

With a grunt, I grabbed her ass and clutched it tightly against myself. I felt the heavy surge travel down my length, and her sudden intake of breath let me know she felt it too. My cum gushed into her, pouring into her warm and waiting depths, flowing down, down, down into her with the assistance of gravity. I could feel her entrance winking against me, slurping up every drop she could catch.

I emptied myself, giving her far more than usual. In the moment, I was sure it was the most prodigious orgasm I'd ever had.

Finally, finally, the pulsing stopped and my cock went still inside her. The only motion was our labored breathing and the occasional drip of who-knows-which fluid leaking out between her pussy lips and my still-hard cock.

When I pulled out of her and collapsed onto the bed behind her, she turned and looked at me with a hungry grin.

I looked back at her over my heaving chest. Thank the Goddess! I'd completed my assignment. Everything had gone perfectly, and I had been worried about nothing.

She only had one thing to say to me: “Want to go again?”

I nodded, and she slid herself on top of me, kissing me at the exact moment our sopping-wet nethers touched again.

* * *

Sneaking out of Summer's cloud-house in the dark of night had been as easy as if she wasn't there at all. The poor mare must have been exhausted. How many times had we done it? I lost count after the time I came all over her face. It was all a blur after that.

Part of me had wanted to stay in her bed forever, but I had a hive to get back to, a family to get back to ... and a class to get back to.

As I walked back to the main hive this morning, once again hauling my little brothers in the hay cart behind me, though, I couldn't help but have this nagging feeling that something was terribly wrong. I just put it down to missing that mare Summer. She was something special, that was for sure, and I hoped I'd see her again someday. Somehow, she reminded me of Flivvy.

Author's Note

This might technically be the end of the class for Buzzik, but it's not the end of the story.

Continuing this story was chosen by my Patreon supporters! Every month, I take suggestions from my supporters and let them vote to determine which story I'll write next.

If there's something you've been dying to see me write, please go to my Patreon page and sign up to be part of the suggesting and voting process.

Grading the Final Project

“Good morning, class. I trust you all had a pleasant night?”

Chrysalis' pleasant demeanor wasn't fooling me. I'd seen enough of her to know better, but I replied in kind, right along with the rest of my classmates. “Yes, Queen Chrysalis.” Something felt wrong... I didn't know what it was – I should have been eagerly looking forward to the time when I'd give the love I'd collected to my Queen. But instead of anticipation, I felt ... nervous. There was no reason for it, but also no way around that stupid weird feeling.

Was it that I had no pony love to bring her? I didn't know what storing pony love felt like – I'd never done it before – but I was sure that I must have some. I spent all night with Summer; I must have gathered some love!

“Yes, Queen Chrysalis,” the class droned as a whole. I must have missed Chrysalis' second question. Stupid! Still, it must have just been something along the lines of 'And you brought me plenty of pony love to feed on?' or something.

Sitting at her desk, the Queen uncharacteristically relaxed, propping her back hooves up. “Playing back your memories will take some time, younglings, so we will get started immediately. Flivvy, yours will be first.”

Flivvy made her way to the front without any hint of hesitation. That much had been drilled into all of us by now.

Chrysalis wasted no time, and she immediately began magically peering into Flivvy's mind. For a moment, all was still, but she soon began showing more and more interest in the images flickering inside her eyes. “Hm, yes... Good.” She licked her lips. “Oh, good use of your tongue there. Very innovative for a beginner... ... Oh my! ... Again already?”

When the spell finally faded, Chrysalis stretched her hooves and rose from the desk. She paced around it, turned around, and presented herself to Flivvy. “Now, deliver that stallion's love to me.” She glanced over her shoulder to her student. “And make it good. Show me your talents with that tongue of yours.”

Obediently, Flivvy stepped up to Chrysalis, opened her mouth, and stuck out her tongue in an almost pleading way.

Chrysalis smiled toothily at this. “What a good servant. I have taught you well!” With slow grace and dignity, she raised her tail. Her royal pussy winked lewdly to the class, already oozing in anticipation of collecting all her students' love ... or perhaps from mentally watching Flivvy's exploits? After what seemed to me like far too long to wait for such a blessing as Flivvy, she spread her hind legs apart, gradually lowering the steamy bulge of her nether lips straight onto and into Flivvy's waiting mouth. In the now-quiet classroom, I could hear the wet squish as two of the places I most desired to have my cock inside came together as one.

I licked my lips, and Flivvy licked the Queen's other lips.

“Mmm, yes...” Chrysalis' haunches slowly writhed back and forth, grinding her pussy across Flivvy's muzzle. “You have learned some talent with your...” Her motions stopped for a moment, though, before redoubling in intensity. Still, she didn't seem to be getting what she wanted. She looked over her shoulder and glared at Flivvy – or at least the bit of Flivvy's face visible behind her rump and under her tail. “Selfish, impudent whelp!” Spinning around, abandoning Flivvy's attempt at pleasing her, she smacked Flivvy to the floor with a burst of green magic. “How dare you waste all that love energy on yourself? How dare you use every drop of it?” The green field of force holding Flivvy down intensified. “I should force you to service every changeling in the hive until you die from exhaustion! I should choke you to death with my own ovipositor! I should force you to subsist on nothing but licking cum stains from the...” Gradually, the Queen's breathing slowed as she calmed herself, and the green force holding Flivvy down diminished. She took several long, calming breaths before she spoke again, “No... No, I am a wise and benevolent Queen, and such I shall remain. You will be punished, but your punishment will serve to educate you, rather than destroy you.”

The green magic pinning Flivvy to the floor faded away entirely, but Flivvy remained there, trembling and not daring to rise or even look up at her Queen.

Chrysalis pulled Flivvy's chin up with a disdainful flick against the young mare's horn. “The first of your many stages of punishment will be to fully service every single one of your classmates as they deliver their love collections to me. Do you understand?”

“Yes, my Queen!” Flivvy blurted out, instantly rising from her prostrate sprawl to an abject bow.

“Very well...” Chrysalis glanced for a moment at a bit of flake-paper on her teacher's desk. “The next student who will be delivering a supply of pony love is ... Mik-Mik. Come forward.”

Mik-Mik's assignment review and delivery of love to Chrysalis went much smoother – in no small part thanks to Flivvy slickening his short, chubby shaft with her tongue before he eagerly shoved it into Chrysalis' pussy; Flivvy's obscenely dutiful attention paid to his dangling balls the entire time. I have to admit to licking my lips in anticipation of my own turn when Chrysalis pulled his flaring cock out of herself and into Flivvy's mouth just before he came. Wide as it was, Flivvy took it in, using Chrysalis' lingering juices to slide it as far as she could down her throat before Mik-Mik began pumping into her. This was going to be good! So ... why was some other part of me still dreading my own turn?

* * *

“Buzzik! ...” Chrysalis panted for breath a moment before continuing – Zilly's turn for exchanging her love supply had really taken the Queen's breath away. “Buzzik, come forward.”

I still felt that something was wrong, that I had some secret guilt even though there was obviously nothing to hide. I'd done my mission exactly like I was supposed to, and I hadn't squandered the love energy! I wasn't even sure how to do that. The idea that anyone other than the Changeling Queen could internalize and make use of pony love-energy was news to me! But I knew better than to show any sign of weakness. I rose from my seat and went up to Chrysalis' spot at the front of the classroom with the best impersonation of confidence and poise I could manage – and it wasn't half-bad, either. I'd scored well back in 'Intro to Acting and Deception' class.

Once again, Chrysalis lit up her horn and touched it to mine, and once again, my recent sexual experiences flashed in front of my eyes. It was quite pleasurable, really, except for having the overbearing presence of a coldly disdainful outside observer in my head along with me.

Before she was even halfway through my first real pony coupling, though, she broke the connection with a small gasp. “Buzzik,” she demanded of me, “what name did you call yourself as a pony?”

Why did she need to ask? Couldn't she see it from my memories? But a Queen's dictates did not need to be understood to be followed. “I was a pegasus named Lightheart.”

When Flivvy gasped, both the Queen and I turned to look at her. “And what name did you use?” Chrysalis asked her.

“Summer Breeze.”

Our eyes met and we stared at each other. Good Goddess, I'd banged my long-time crush and not even known it! I ... I... Wow! I gulped.

Queen Chrysalis planted a hoof on her own face. “You imbeciles!”

Uh-oh. So all those vague feelings of unease had been very justified. This wasn't going to be good – I'd come back without any real pony love energy, and I'd come back after completely failing in my assignment. There was no possible way this could turn out well for me. But then again, hadn't it already turned out well? Hadn't I spent a fantastic night of love-making with the changeling mare of my dreams, the very same one I'd had a crush on for so long? Not really. I hadn't known it was her, and that sort of ruined things, didn't it?

Chrysalis' hoof smashed down to the stony floor with a resounding bang, drawing me back to more immediate problems, such as the likelihood that my Queen would kill me in the next few seconds. She'd regained her composure and was now staring at the two of us, cold and distant as the stars ... and just as far out of our control. “Leave this classroom, right now. You will both wait for me outside while I grade the efforts of your betters and decide how best to punish you.”

I stood, staring at her, my heart pounding. How could things have gone so wrong?

“Now!” she yelled.

Startled into action, the two of us scurried away as fast as our hooves could take us, then flew up and out through the classroom's entrance hole. So then it was just the two of us, just me and Flivvy, both of us panting for breath and at the ends of our wits and our hopes. All was lost now – we had personally drawn the ire of the Queen. This was the end, and a terrible end at that.

But then, I looked over at Flivvy. Goddess, she was beautiful. Even scared and bedraggled, she had a charm to her that I couldn't resist staring at. And I'd slept with her! Well, sort of. I hadn't known it at the time, but it still counted, right?

Flivvy looked up at me as well. The look in her eyes wasn't quite the fear, shock, or even disgust I expected from her. No, it was something softer, almost mirthful. “So,” she said, “I guess we did it last night, huh?”

It was strangely easy to put aside Chrysalis' wrath when I had Flivvy right there in front of me. It was still there, like a shadow over everything, but Flivvy was a bright spot under that shadow – a bright spot I latched onto, perhaps out of desperation. I nodded. “Yeah, I guess we did.”

She laughed, and as she did, the shadow brightened even more. “Was it as good as you always hoped?”

“I... I thought it was just some pony mare.” Seeing the look in her eyes as she heard that made me quickly amend myself. “I mean, um, it was great, sure! One of the best times I've ever had! It's just... I... It doesn't feel real, you know? I can't get it into my head that it actually happened.” It took me a few moments, but what she said finally clicked. “Wait! What do you mean by 'always hoped'? Did you—”

Laying her comforting – and electrifying – hoof on my shoulder, she smiled a lovely smile. “Your little crush on me has been pretty obvious.”

I gulped. As a changeling, I should have been better at hiding my feelings.

Her face came closer to mine, our cheeks almost brushing. I could feel her breath as she whispered, “We have a few minutes... Maybe we could do something about it not feeling real?”

Having her so close, having her suggest things like that, it was making my eyes go wide and my pulse pound in my ears ... as well as having certain other effects on my body. Sounds began filtering up out of the classrooms entrance: panting, grunting, and the soft flesh-on-flesh slaps of another changeling drone delivering love energy to his Queen. Flivvy scooched a little closer still, and now our bodies touched side by side. I wanted it – oh, how I wanted it! – but this was new and strange. I'd never actually done something like this outside of a school assignment. Would Queen Chrysalis be okay with it? Did I even care if she was okay with it or not? It was all something I'd never thought about before, and I had no idea how to react.

Flivvy handled the decision for me, though. She nudged her face under my belly and kissed her lips against the tip of my cock. I hadn't even realized how hard it had gotten, how ready I was ... but she had, and she'd taken action. Her warm lips made the decision for me: this was good, more than good – it was the best thing ever! When I moaned a little, she pulled away to look up at me, melted me to my core with her sweet smile, then dipped down again. This time, she opened wide, enveloping the end of my cock in a glorious wet warmth that seemed to spread through my whole body, smoothing away any lingering tension and doubt I still had.

As she began bobbing her head up and down, she hummed to herself. She'd never done that when we were disguised, even though it felt amazing.

So that meant... I gasped, either because of the realization or because she'd just gone much deeper, taking me into her throat and licking her long tongue around my medial ring. Maybe – could it be? – that meant she saw me differently than our first time. Not some random pony stallion she'd been assigned to fuck, but a changeling drone she liked ... who she wanted to fuck! The idea of that, the heady thrill of it, was nearly enough to set me off right then. I managed to control myself, but only just.

She must have felt something of my barely-restrained enthusiasm, because her hums began to sound more and more like moans of passion, and her plunges down onto my cock became more vigorous and desperate. Each one brought her lower and lower. The smoothness of her throat slid across my length as one of her hooves came up and began gently massaging my balls.

“Flivvy! Flivvy, I'm going to...” I couldn’t restrain myself anymore. I had to—

She pulled away at exactly the wrong moment, shaking her head to fling away the little strand of drool still connecting us. I hunched over and cringed as the cusp of my orgasm approached and then receded again. The only thing that kept me from screaming out loud was the way her flicking her head back and forth made her translucent mane waft through the air before settling again.

But the distress I was in didn't go unnoticed, and Flivvy wasn't unmoved by it. She licked her lips, made a kissing face to me in the air between us, then turned around and presented herself to me in all her glory.

How many times in the past had I snuck glances at Flivvy's lovely little round rump, thrilled if I happened to catch a glimpse of her pussy's pert lips before her tail blocked my view? Now, though... Now she was offering it to me freely, she wanted me to look at her. She was giving her most private and intimate parts to do with as I pleased. How was this even possible? How could I ever have been so fortunate a changeling to be offered this? Of course, in the dying-to-get-off state I was in, I didn't waste much time in appreciating the beauty of her body, or even the impossibly good fortune of her freely offering it to me. I simply saw it and wanted it – I reared up and mounted her savagely, surprising myself with my animal fury as I grabbed her tail in one hoof and her hips in the other. My achingly-hard cock plunged into her wet softness, making her suppress a squeal as I slid into her.

My first thrust didn't get quite all the way in, despite how wet and willing Flivvy was. The second did.

Flivvy yelped when I bottomed out inside her. “Buzzik! Buzzik, I...!”

I rammed myself into her again, burning with the need to feel every inch of her.

“Buzzik, I love you!”

Both of us froze in shock when she blurted that out. It seemed like my mind took ages to process those words, to complete the gargantuan task of figuring out what they meant through the heated fog of lust ... but when the meaning hit home, I came. I hadn't moved except for a slight trembling of the legs; Flivvy hadn't given me any more physical stimulation, but I burst inside her all the same at the sound of those precious words. Over and over my body convulsed, pouring spurt after spurt of my passion into her, filling her with the only kind of love my inferno of lust allowed me to.

She took it like a champ, pressing herself backward onto me, her twitching pussy eagerly sucking in every last drop.

When I'd spent myself completely, I let myself back down to the floor ... or perhaps fell back to the floor might be a better way to say it. I flopped down onto the hard stone limp and panting, wet cock still twitching under my belly. All I could do for a few moments was stare up at her in a slack-jawed stupor of awe, admiration, and affection.

Flivvy turned around, panting herself, and to my slight surprise she was also panting heavily, her sides heaving. “I'm sorry! I'm sorry! I didn't mean to say—”

“What did that mean?” I asked between deep breaths. That question was the most important thing in the universe at that moment.

“Um...” She cringed, biting her lip and looking away. After a long, deep breath, she looked back at me. “I guess it means I'm better at hiding my crush on someone. Well, until that someone is inside me, I guess.” The way she crossed her front legs and looked away again made me feel profoundly uncomfortable for her sake.

I smiled. “I love you too, Flivvy.”

That made her look back at me. “Really?”

I nodded. “As much as a drone can, watching someone every day and wishing they could be together.”

“Aw, that's sweet! A little bit creepy, but really sweet.” She smiled at me, and I grinned dumbly back ... but then her eyes wandered, and she bit her lip in a very different way. “You're still pretty hard, and, well... You want to go again? I still want to get off.”

“Of course,” I said, beckoning her over. As she straddled over me and lowered herself, all I could think was that I was the luckiest changeling who had ever lived. Nothing could ever bring me down.

* * *

We went at it again and again, never getting tired of each other. It reminded me of last night, in some ways. The two of us just clicked together so perfectly. I really was the luckiest changeling ever!

After a few more times, I had her bent over in front of the classroom's entrance hole, pushing myself merrily into her inviting pussy like I didn't have a care in the world. But then, I was forcibly reminded that I did have a care in the world, and perhaps I wasn't the luckiest changeling in history.

Queen Chrysalis flew up out of the hole, already scowling at us. The scowl only deepened when she instantly realized what was going on. Crap! This wasn't going to look good. Now she'd think that we'd sought each other out on purpose yesterday, and that would only make our punishments worse. Not good! And yet, despite all of that reality crashing in, the velvety-warm softness of Flivvy's pussy still had its effect; my flare was swelling inside her, almost ready to burst one more time. And then it did.

Unfortunately, that was the exact moment Chrysalis took it upon herself to grab me with her magic and forcibly yank me off of Flivvy. But by then I was too far gone to stop. My cum spewed across Flivvy's rump and back, across the floor around us ... and in one particularly spectacular spurt, it arced through the air and splattered messily across the Queen's face.

Chrysalis dropped me to the ground harshly, and when I looked up at her, I could only cower in fear. She looked down at me with a demonic scowl, white teeth bared. One eyelid twitched madly as a dribble of my cum slowly trailed down across it.

Fuck.

Author's Note

Don't worry, Buzzik isn't dead (yet). The story will continue with one or two epilogues before it concludes.

Continuing this story (rather than writing a new one) was chosen by my Patreon supporters! Every month, I take suggestions from my supporters and let them vote to determine which story I'll write next.

If there's something you've been dying to see me write (or finish writing), please go to my Patreon page and sign up to be part of the suggesting and voting process.

Epilogue 2: Maternal Interlude

Zilly looked away from the Queen and sighed expressively.

Chrysalis took a step closer to her. “Come now. Your brood is growing, and you need all the love-energy you can get. Take it.”

Zilly lay there on her side – the only position she could feel comfortable anymore with her swollen belly – and she flicked her hoof at Chrysalis, trying to shoo her away. Maybe it had been all the pampering and special attention she'd gotten in Chrysalis' special maternity suite that had turned her sour. Maybe not, though. None of the other mothers-to-be here seemed to be fed up with the Queen's doting the way Zilly was. But Zilly only felt tired and bloated, sick with the glut of love she'd been force-fed since coming here. She was sick of it.

They'd shuffled her off to this gilded cage as soon as she was out of her sex ed class, and she hadn't seen the outside of this complex since then. All her classmates were going on with the rest of their studies, but she'd been stuck here with a bunch of other pregnant changelings. It was a nice place, sure. The black stone walls here were polished smooth and the floor was covered with soft, rubbery green carpets. The temperature was always exactly the same – warm but just barely within the spectrum of comfort. There was even a small spa where she could take advantage of free massages or green-tinted hot tubs anytime she wanted.

But she didn't want it right now. She just wanted to be left alone to suffer through these cramps in peace and quiet. She glanced down at her belly as a particularly bad one twinged through her. The smooth green plates along her sides, the ones she'd been so proud to keep slim and sexy, now bulged out obscenely, stretched so far that they became almost transparent. Dim lumpy shapes wiggled around inside ... the brood waiting to be born. It wouldn’t be long now. At least she could be through with this soon.

“Are you feeling well, my child?” Chrysalis leaned over her to look into her face. “Perhaps we should visit the healer.”

“No! I've had enough of him already!” Zilly scowled. She already had to deal with daily visits to the maternity suite's resident healer to check on her progress. He disgusted her – he always seemed to be just a little too eager to examine her. His hooves spent a little too much time prodding at her swollen belly, and his eyes strayed a little too often to 'check for vulvar distention' under her tail. During every visit, she could almost feel him restraining his erection the whole time ... his obvious pregnancy fetish was sickening, but she still had to see him every single day.

Another cramp made her gut tremble, but she stayed put. She'd rather deal with it herself than deal with his leering eyes twice in one day. If these cramps got worse, maybe she'd go to him for a pain-killing spell ... maybe. But it wasn't that bad yet.

“Are you looking forward to being a mother?”

Zilly glared at Chrysalis. “I'm looking forward to not having these things inside me anymore. I'm looking forward to getting out of this place. And I'm looking forward to not talking to you anymore.”

Anger flashed across Queen Chrysalis' face, but only for a tiny moment. Her gentle smile quickly returned ... no doubt just for the sake of not placing stress on the mother of her brood. “So I take it you'll be giving the grubs up to be raised by the crèche?”

“The sooner I get rid of these things, the better.”

“Hm...” The Queen's smile grew unbearably patronizing. “I've heard the same from many new mothers. But few of them feel the same way after giving birth; the process releases some very powerful hormones. You may find yourself changing your mind soon.”

Zilly scoffed. “What? I'll suddenly be overcome with love for these little leeches?” She swung her hoof down to hit her distended belly.

Chrysalis' green magic froze her hoof in place with irresistible force before it landed. “Don't you dare. Those are my children, too.”

But pain shot through Zilly's belly as if she'd managed to strike herself anyway. It was another cramp, much worse than before. She groaned, and warm wetness flooded her tail. Oh Goddess be damned, had she pissed herself again, and right in front of the Queen? She hated being pregnant!

Chrysalis backed away, but her face didn't show disgust, only surprise and ... joy? “Skaggit! Get your birthing team ready! And send word to the father. Kuddio, if I recall. He should be in the school cluster, in Professor Kriga's class.” She looked down at Zilly again. “Congratulations, little one. You're about to become a mother.”

Zilly cramped up again. She could barely breathe, and she wanted to puke. As Chrysalis' magic picked her up and carried her toward the delivery room, she kept telling herself that she should be glad it would all be over soon, but she couldn't break through the immediate panic and her body's irrefutable feeling that this was just the beginning of her suffering, with a long road ahead.

The glowing green magic set her gently down on one of the birthing beds inside the adjacent room. It was comfortable enough – these beds were made of the very softest material changelings could manage, and they were always kept warm and clean. But Zilly couldn't appreciate it. She moaned and rolled side to side a little. This was the worst thing ever!

“Skaggit!” Chrysalis yelled again. “Her eggs are hatching! What's taking you so long?”

The old stallion rushed in, wheezing heavily. “My apologies, Queen Chrysalis. May I assume we will begin immediately?” He was a unicorn, one of the very few ponies who lived in the hive. He'd been down here out of the sun for so long that his fur and mane had gone pale ... or was that just from old age? But he was still as adept with healing spells as he had ever been, so the Queen still found him useful. That was why he had long ago been lured down here, after all. There were some spells that would only work if performed by a pony with the right talents. His cutie mark was a heart and a baby bottle, but no one in the hive knew what his pony name was anymore. He was only known by his new changeling name, Skaggit.

“Yes, yes. Get going.”

His eyes flashed green in response to the Queen's command, and he hustled around to the side of Zilly's bed to begin casting his spell.

The moment that stallion's magic touched her, all of Zilly's suffering ziffed away like a butterfly on a gust of summer breeze. Or rather, it didn't go away entirely, but the sensations were suddenly different they were ... well, they were pleasurable, maybe even erotic.

Those cramps in her belly became gentle bursts of warm pressure, remarkably like the feeling she got when a colt came inside her. The wetness dribbling out between her hind legs was no longer disgusting, it reminded her of being soaking wet and ready for breeding. Even the touch of the table against her back was like a warm caress, or maybe like a stallion's strong weight on her back ... it was hard to tell.

Now when Zilly moaned, it wasn't in pain, it was in pleasure. And as she felt her pussy start to swell and open, she knew it was just beginning.

Several more changelings rushed into the room, the birthing staff. Zilly hardly noticed them or what they were doing. She was entirely focused on what was happening inside her. She could feel things moving in her belly, little wiggles. It should have been unbearable, but she was loving it; everything about it electrified her. Even Chrysalis' looming presence was no longer a burden. Now when Zilly looked up at her, it was with sparkles of utmost love in her eyes.

And that love was returned to her. She could feel it radiating from Chrysalis. That stolen pony love-energy Zilly had scorned just a few minutes earlier was streaming into her now, and she couldn’t get enough of it.

Zilly's pussy convulsed, sending shivers of pleasure all through her belly. Doctor Skaggit moved around to look, then nodded. His horn was still glowing with the power of his spell. “Good good,” he said. “She's dilating quickly. It won't be long now.” Looking over at his changeling assistants he yelled out in a harsher tone, “You three, get over here and make sure the towels and swaddling are warm this time. No mistakes.”

Zilly could hardly keep track of all the commotion around her. She glanced all around, but her pleasure-addled mind could barely keep up with it.

Chrysalis stopped her with a caress on her cheek. “No, no, don't worry about them. Don't worry about anything. Just focus on your part in this, just focus on me.” The tender touch on her cheek didn't stop, and Zilly was subsumed by the warmth and love from the Queen looming over her. Somehow, it seemed like the most natural thing in the world that Queen Chrysalis leaned down to kiss her just as the first larva wriggled its way out of Zilly's gaping pussy.

Writhing in pleasure, Zilly melted into the heat of the kiss. Nothing she had ever felt had been even close to this. It was like being held by a loving mother, being tenderly cuddled by a lover, and getting fucked by a master of eroticism ... all at once. The hot tingling of ultimate pleasure flooded through her, pulsing outward from her stretched belly with every twitch of the changeling grubs wiggling their way out.

Another came out, and another, each one building on the pleasure of the one before. The fourth one stuck a little – it must have been a bit bigger than the others – as it paused, trying to squirm its way out of her, Zilly reached her first climax.

She cried out into Chrysalis' lips and her wide-stretched pussy clenched down hard. The little grub shot out with an audible pop, right into the hooves of a waiting changeling midwife.

Zilly flopped back onto the soft birthing bed, panting and bedraggled after her orgasm, but the baby changelings didn't stop coming. She had barely a moment's reprieve to look up into Chrysalis' eyes before the next two came in quick succession ... and then she came as well.

She lost herself in it, dissolving into a warm sea of pleasure, letting its waves of orgasms wash over her again and again. And through it all, Queen Chrysalis kept a constant beam of love flowing into her, a glut of energy like she'd never known before. Time lost all meaning to her, and the Doctor and his staff may as well have not existed for all she noticed of them. It all passed in a blur that could have been minutes or days and she wouldn’t have been able to tell the difference. She had no idea what was going on anymore; no thoughts went through her head, only pure sensation. Even emotion was subsumed by the all-encompassing fire of pleasure warming her from the inside out. Chrysalis was her only link to the outside world, the only external thing her senses managed to register.

* * *

Zilly came to slowly, blinking her tired eyes. She didn't remember passing out, but she must have. The colossal waves of pleasure were gone now, with only a pleasant afterglow left behind.

The first thing she saw was Chrysalis, who smiled as soon as their eyes met. “Well done, Zilly. Well done.”

Zilly smiled back, pleasure-drunk and wavering back and forth a little. She noticed Kuddio standing next to the Queen. He must have come in sometime, but this was the first time she'd actually noticed him. He glanced and smiled at her, but he seemed mostly focused on a big padded box next to him.

Doctor Skaggit interspersed himself between the two of them. His horn was still glowing, but not as brightly as before. “Yes, excellently done. You're now the mother of a fine brood of thirty-seven baby changelings: seventeen colts and twenty fillies. Congratulations.”

A couple of the changeling midwives pushed a padded bassinet up next to the bed. It was full of squirming white grubs. Some were sleeping, but most of them looked up at her with their big blue eyes and smiled dumbly. One cooed at her. They were so tiny...

In that moment, something changed inside Zilly. Maybe some might say that her heart grew bigger, but to her it felt like something inside her broke. It was wrong. She'd never felt like this about anything. What was wrong with her? But it felt like something broke free inside of her, dropped right out of her, and latched onto that wiggling mess of grubs. She should have felt disgust and wanted them gone as soon as possible ... but she didn't. She ... she loved them. She could feel all the love-energy Chrysalis had given her during the birth flowing out of her into the grubs. And the strangest thing was that she didn't even mind. She wanted them to have her love.

“So,” Chrysalis said with a smirk, “time to send them off to the crèche?”

Zilly paused for a long moment, looking at them. From the way Chrysalis gave her time to stare and think, it was clear the Queen already knew what she would do ... she just had to come to terms with it herself. These wiggling things worked some strange magic on Zilly, and though she would often play at regretting it in the future, she knew she never would truly regret her next words: “No... I think I want to keep them.”

Chrysalis' smile went from a smirk to a much warmer and more genuine one. “Excellent. Are you feeling better?”

The fog in Zilly's mind was clearing rapidly, and though she still got tingles of pleasure as one of the midwives wiped her nethers clean, Zilly nodded.

“How about another brood, then?” Chrysalis stepped closer. “I have another batch of eggs fertile and ready for you.”

Zilly's eyes went wide. “A-another?”

“Yes. If you haven't figured it out yet, you should know that I've been considering your future in the hive. I've decided to offer you a place in my harem of full-time broodmares.”

Yet again, Zilly was left breathless. She had always thought highly of herself, but even she had never thought she'd be offered such a prestigious opportunity. And if anyone had asked her yesterday, she would have been sure that despite the high honor, the life of a broodmare was not for her. But now...? Could this really be what she wanted to do with her life? Was she just under the influence of Doctor Skaggit's spell and a deluge of hormones, or was this really what she wanted?

Chrysalis must have noticed her hesitation, because she leaned in and whispered into Zilly's ear, “My broodmares get access to my private stallion harem for their fertilization...”

Zilly gasped, remembering what she'd seen the day Queen Chrysalis had taken the class to watch her with her harem. To think of herself getting filled like that... “I'll do it!”

“Excellent.” Chrysalis smiled. “Are you ready?”

Zilly would have thought herself far too tired to do anything but lie there and concentrate on breathing, but filial attachment wasn't the only need her coursing hormones were screaming to her. Her body was already gearing up to do it again, desperate for another turn through the relentless cycle of changeling reproduction. Rather than answering Chrysalis directly, she sprang up from the bed, spun around, and presented herself lewdly to her Queen.

As she looked over her shoulder, she could see Chrysalis smiling ... and she could see Chrysalis' ovipositor slipping down under her belly. The sight of that smooth shaft, already dripping with Chrysalis' lubrication set off fireworks in Zilly's brain. She couldn't look at anything else.

Even so, she was vaguely aware of everyone watching her. The midwives, Doctor Skaggit, Kuddio ... her new brood of grubs gave even a little cheer as Chrysalis mounted on top of their mother and lined herself up.

Zilly didn't care about being watched. She'd been watched before, and right now her mind was focused entirely on one thing.

Chrysalis slipped into her with incredible ease, barely needing to spread her pussy lips apart at all. Even so, the sheer mass of that black ovipositor gave Zilly the sense of growing fullness she'd been subconsciously craving ever since giving birth. And she knew she was only about to get even fuller.

Grabbing her roughly, Chrysalis began thrusting in and out. She gave Zilly strong pushes that lingered at Zilly's very limits, pressing deep into her. Zilly noticed with a strange little feeling of pride that Chrysalis' hips were touching her ass cheeks now. The first time, she'd been unable to take all of Chrysalis' ovipositor, but now she could almost hilt the entire thing inside her. Chrysalis didn't press her to her limits; she could tell that there was a little more length to go if the Queen really pressed against her ass, but it was something to feel proud about. At this moment, she wanted nothing more than to pleasure her Queen, to feel another batch of eggs flow into her empty womb. Maybe if she served long enough as a broodmare, she'd be able to truly take everything Chrysalis had to offer, but for now, she took pride in what she could give.

If Chrysalis' grunts were anything to go by, Zilly's welcoming inner flesh was being well appreciated ... but Zilly's legs were beginning to tremble. Despite her intense desire, she had just been through a very trying ordeal, and her body just didn't have enough energy to cope with it.

But Chrysalis was wise, and she was well-acquainted with the limitations of her drones. She pulled out just long enough to move Zilly over to the bassinet and lean her over it. Then that magnificently smooth ovipositor slid back into its rightful place.

Zilly looked down over her batch of cooing babies as Queen Chrysalis fucked her even harder than before ... she smiled at them. “Are you – mmnf – are you ready to get some more brothers and sisters?”

One of the grubs reached up toward her, but didn't manage to touch her face because Chrysalis suddenly pulled Zilly close, jamming her ovipositor all the way into the new mother.

Zilly squealed. It hurt a little, but she glowed inside at the thought that it wouldn’t be some day in the future that she took the Queen's whole length, it would be right now. Chrysalis trembled in place for a moment, clutching Zilly against her chest. Zilly just smiled, knowing what was to come.

She melted into her Queen's embrace as the first bulge stretched her pussy open again; she moaned as she felt it travel down Chrysalis' length inside her. Just as it popped free and settled into her womb, another pushed its way into her entrance. It set off another wave of orgasms in her tired body. Her inner walls milked Chrysalis' ovipositor, helping it pump egg after egg into her, sucking at its slippery-smooth length to get as big of a brood inside her as she could.

And Chrysalis seemed happy to oblige. She stayed there, hilted as deeply as possible, for long minutes. Her body trembled and jerked, her own pussy winked and spurted juices onto the floor behind them ... until she had given Zilly every single egg she had. Even once she had run dry, she stayed for a moment, holding Zilly tight and gasping for breath. It wasn't often she had an orgasm quite that mind-blowing ... she was glad she'd selected Zilly to be a broodmare.

As the Queen slipped free from Zilly's exhausted pussy and let the young mare go, she saw that Zilly fell limply over the edge of the bassinet. She used her magic to set Zilly back on the birthing bed. The poor filly had passed out again ... but she had passed out with a huge, slack smile on her face. A little of Chrysalis' egg-goop seeped from Zilly's still-distended vulva. Zilly's belly was bulging noticeably – not anything near the way it had just before she gave birth, but an appreciable bulge all the same.

Chrysalis nodded. She turned to the head of the midwives. “Send word to my harem guards. Zilly is to be allowed inside and given a priority appointment. Reserve number seven and number nine for her – she's going to need all the semen she can get.”

Epilogue 3: Amicable Accomodations

19 Weeks Later -

I drug my hooves across the smooth stone floor as I walked side-by-side with Flivvy back to Aphin's new place. It was only our first day of being the class gimps for the next wave of Sex Ed students, and already I was bone-tired. Flivvy and I leaned against each other as we walked, both depending on the other for support. At least I had her ... without her, I didn't know if I'd be able to handle the remainder of Queen Chrysalis' punishment.

This was only part of my punishment, and it was far more merciful than that first round of punishment had been. The day when I'd brought the Changeling Queen's wrath down upon myself was a day I would never forget. She had healed me after that ordeal, of course – The Queen didn't waste the lives of her drones. But I still carried slight scars from that, both physical and mental. That wouldn't stop me from enjoying my life as best I could, though. I was determined to get on with it, finish the rest of my punishment, and find my place in the hive.

The first day of my duty as class gimp for the new Sex Ed class had been exhausting, but nothing compared to what Queen Chrysalis had put me through before. For most of the class today, I had only been ordered to stand next to Flivvy – both of us bound up, blindfolded, and wrapped in skintight rubber suits – as the Queen introduced herself to the class and gave them a little instruction on the art of seduction. It was the 'oral reports' section of the class that had been so tiring. Rather than demonstrating things herself or using members of the class, Chrysalis had used Flivvy and me to demonstrate oral sex ... on every single student in the class. I wasn't sure if my tongue would work right again for the rest of the day after eating out all of the mares, but it was Flivvy I pitied more than myself. Her throat must have been so sore after fellating every single colt to completion!

It was tiring, yes ... but that wasn't to say I didn't find at least a little enjoyment in it. It was a privilege of sorts, smelling the musk of over a dozen young mares on my muzzle. Most of them were probably virgins, too. But, of course, Queen Chrysalis hadn't allowed me to touch myself during the entire class period, not in the classroom at all, and she sure wasn't about to have any of those young mares service me. I was the class gimp, there to serve, not be served. Despite my exhaustion, my cock still bounced proudly under my belly as we walked. I would have loved to take care of myself the moment we were out of the class ... but it didn't seem right to just do it in the middle of the hallway. Especially not when Aphin was waiting for us back home.

That was the most interesting part of our punishment. We had both been given to Aphin, to be her sex slaves for at least two years. As we waited for the next Sex Ed class to begin, Flivvy and I had no other duty than to please Aphin in any way she desired ... and the ways she desired had turned out to be a lot more varied and interesting than I would have expected from the shy little changeling mare I knew in class. Only my duty to my other punishment, with Chrysalis in class, overrode Aphin's commands. Today was the first time I'd been out of Aphin's custody since the end of my own Sex Ed class.

As far as punishments went, being Aphin's slave was top-notch. She treated us well and fairly, all things considered. My weeks there had been pleasant so far – it didn't hurt that almost every night I slept warm between my two favorite changelings in the world. Chrysalis had even given Aphin a brand new room in the hive, just for her. She hadn't really wanted to move away from her family, but Chrysalis had insisted she would need the extra room now that she had two sex slaves to look after.

The room itself wasn't much, little more than a bedroom with a small bathroom attached. But it was big enough for the three of us and it was just down the tunnel from her family's cluster.

I was glad to finally see that room's door in front of me. It already felt like home, somewhere I could try to recover and rest up for the next grueling day of class gimp duty. And maybe I could finally take care of that seemingly permanent erection.

As soon as we opened the door, Aphin's face lit up. She ran over to give each of us a big hug. “Finally, you're back. I missed you!”

“I missed you, too,” I said as I stepped inside. And I meant that. I'd grown very attached to both Flivvy and Aphin. Even though I should have been used to going without Aphin, from when she left us at home to attend the rest of her classes, something always did feel wrong and empty inside me when she wasn't around.

Flivvy nuzzled against Aphin's neck for a moment. “I know it isn't my place as a slave to ask...” Her voice was hoarse and rough; I hoped it would recover soon. “But after going through the whole class like that, I... I can't help myself.” Her back legs fidgeted from side to side uncomfortably, her tail flagging almost straight up. “And I know Buzzik could use some attention, too.” She glanced down meaningfully under my belly.

“Aww...” Aphin nuzzled Flivvy in return, then pulled me in to mix in the warm embrace. She giggled slightly, almost silent in her effort not to do it out loud. “Did mean old Chrysalis leave my two slaves all pent-up?”

Both of us nodded fervently.

“Well, I do have homework to do ... but I guess it can wait, if you two really need me. I want to take good care of my slaves.” Aphin's voice dropped to a simmering whisper. “Very good care.”

My knees went weak just at the sound of her voice, and neither of us resisted at all as she dragged us over to the bed. It had taken a long while for Aphin's confident side to begin to show through, but once it had, it only made me like her more and more. Some strange part of me loved following her every order, especially when it came with the warm, comforting knowledge that she would look after my every need. It was simple. I just did what I was told, and everything would be perfect. We plopped down onto the bed, my cock trembling and Flivvy squirming her rump against the bedsheets as we sat next to each other.

Once she had us on her bed, she smiled. “Oh, you two are just so pent up, I don't know if you’re going to be able to control yourselves and do as you're told. Why don't you, um, start with each other? Buzzik, you lay back. And Flivvy ... get on top and sixty-nine him.”

Both of us moved to obey, of course, but we did it hesitantly, giving Aphin pained looks ... though of course neither of us dared to say anything out loud.

Aphin's eyes lit up ... almost literally. “Wait...”

We froze in place, the fine curve of Flivvy's inner thigh hovering just over my nose.

“Day one of Sex Ed class ... that was 'oral reports', wasn't it? You poor things, you're probably sick of doing this, aren't you?”

Flivvy nodded; I didn't really have enough room to move.

“Okay, okay...” Aphin thought for a moment, tapping her chin. “Okay, I've got a better idea. Buzzik, you stay there. Flivvy, turn around. I'm going to take care of you two myself.”

My head swam with anticipation. Did she mean what I thought she meant? For a slave to be serviced by his master ... that was a great honor. I almost laughed at myself, at having internalized my role as a slave so thoroughly already ... but a part of me wouldn't let me laugh, a part of me took it seriously.

Flivvy laid herself down on top of me, and I reveled in the feel of her smooth belly against mine ... against my cock pinned between us. Without thinking about it, I wrapped my hooves around her and kissed her deeply, slowly grinding our bodies together as our tongues tied themselves in knots.

“Hey, you two! Wait for me!” Aphin laughed sweetly. “Now, Flivvy, once I have Buzzik in my mouth, you slide backward a little and take my horn, okay?”

Flivvy looked at Aphin's crooked, sharp horn, and her eyes went wide.

It took Aphin a moment, but she caught the message. She covered her mouth and blushed furiously. “Oh, of course. I'm sorry! Here, here...” In a flash of green light, Aphin transformed into a unicorn. It was a disguise she'd used before – a tall ice-blue mare with a gorgeous luster in her mane. The horn was a little different this time, longer than usual ... thicker, and even a little bulbous in the middle. She smiled at us from behind her long bangs. “Better?”

Rather than answer her, Flivvy went back to kissing me. I wasn't about to complain. How long had I fantasized about kissing Flivvy's perfect lips in the days before the Sex Ed class? I held her close against me as Aphin came up behind us.

I moaned senselessly into Flivvy's mouth as Aphin slid her dainty pony hoof between us. Flivvy had to lift herself up a little and move her hind leg out of the way before Aphin was finally able to get my cock out from between the two of us.

I felt Aphin's hot breath on my shaft as she spoke, “Or maybe you two would rather just have each other? That's okay if you do...” She let my cock tilt forward a little, and the tip of it brushed against the soft, wet lips of Flivvy's pussy.

It was tempting... Thinking back to my school days of fruitless fantasizing about Flivvy had made me suddenly want more. But I was tired, maybe too tired to get myself to orgasm under my own power, definitely too tired to give Flivvy one. When I peeked around Flivvy's body to look at Aphin, I could immediately see in her big blue eyes which choice she wanted me to pick. And what kind of sex slave would I be if I didn't give my mistress what she wanted? “No, no,” I said. “Too tired!”

Aphin smiled a cute little smile and then disappeared behind the curve of Flivvy's ass. A moment later, I felt her lips wrapping around the tip of my cock.

She took her time, lovingly bobbing up and down as she worked herself lower. It was heavenly! After filling my face with mare-musk all day, I was hornier than I had ever felt before. And after knowing Flivvy's mouth had been stuffed full of cock over and over again, I had been yearning to feel what those lucky colts felt.

And now I did feel it! Though, even if I was blindfolded, I could have easily known the difference between Flivvy's mouth and Aphin's mouth. When Flivvy went down on me – which was much more common, since my mistress rarely indulged me like this – she worked at it. Her throat would clench tight around my tip and her tongue would slather back and forth over my shaft. Aphin though... Aphin somehow managed to be even more pleasurable, and she made it seem effortless. Her lips would gently glide up and down over my length, and everything about her would just feel wonderfully warm, wet, and soft. Somehow, the tenderly appreciative cooing noises she made drove me wild – and that wasn't just from the vibration of her gentle voice around my cock. It was the knowledge that she really, truly enjoyed what she was doing, that she wanted it.

When Aphin reached near the base of my cock – right about where the scars from Chrysalis' bite were – she reached up with a hoof and stroked up and down Flivvy's ass.

All I could sense was that Flivvy slid a little lower against my belly. She began kissing my neck instead of my lips. That ... and the quiet schlick of Aphin's pony horn sliding into Flivvy's pussy. Flivvy moaned deeply against my neck and held me tighter.

Now when Aphin bobbed her head gently up and down, I wasn't the only one feeling it. Though Flivvy pressed her muzzle tight up to my neck, she still let out a little 'Ah!' every time Aphin's head rose up a little. I held Flivvy close, running a hoof through her mane-crest as I fought to contain my own groans of passion. Even as experienced as I was now, I'd still never had any blowjob better than Aphin's. Or, well, there was Chrysalis' ... but that didn't really count, since it had been a cruel trick in the end.

And Aphin's efforts were all the more enjoyable with Flivvy to hold against me. I could feel her chest heaving against mine as she gasped in breaths, and I could feel warm drips from her pussy coming down Aphin's horn and landing on my crotch, just above my sheath.

As excited as I'd been all day, I was sure I wouldn't last long enough, but Flivvy was actually the first to cum. She began rocking her hips against Aphin's horn ... probably managing to rub her clit against the little swirls and ridges of it. But her motions soon became more frantic and disjointed. She breathed heavier and heavier, then stopped completely. Flivvy froze in place, trembling on top of me. I could feel her belly convulse, and a wave of warm juices rained down over Aphin's face and my crotch.

Aphin, dedicated mistress as she was, simply pushed Flivvy's ass up off her horn, then went right back to work on me. I wasn't going to last much longer.

“Aphin, Aphin!” I cried out. “I'm going to—”

Aphin quickly pulled herself off of my cock. “You remember what your mistress told you, slave. So long as you are in my service, there is only one place you may cum. Get in your cum dumpster.” She lined me up with careful haste, then pulled Flivvy down onto the flaring tip of my spit-soaked cock.

It slid in effortlessly, and I barely got a single thrust in before I couldn't hold back a moment longer. I threw my head back against the sheets and groaned to the black stone ceiling as my cock throbbed and unloaded a whole day's worth of pent-up cum into Flivvy.

Flivvy moaned softly and held me tight as she felt my cock surging inside her, as the warmth seethed inside and filled her. Aphin rested the soft part of her hoof against what little of my base was still exposed, feeling it bulge again and again as I spurted everything I had into my precious Flivvy. Just as it started to taper off, Aphin fondled my balls, gently squeezing them together and coaxing out just a little bit more.

When even that was spent, I flopped down limp against the bed. Flivvy rolled off of me to the right, and Aphin crawled her way up to lie against my left side. I rested there, panting, as both mares' heads gently rose and fell on top of my chest.

After a little while, my breathing calmed and I stopped trembling. My cock had mostly softened and retreated into my sheath, leaving a little trail of moisture across my belly, but it still peeked out a little ... still glistened a little with Flivvy and Aphin's wetness.

“But Aphin, Mistress,” Flivvy said, breaking the short silence, “we haven't pleased you!”

Aphin smiled sweetly and brushed her hoof over Flivvy's cheek, then she leaned across my chest to kiss her. “Don't worry about it. We'll have time for that later, after I'm done with my homework. I'm sure you're both very tired now ... so just rest.”

She didn't have to tell me to rest. I was already drifting halfway between there and a blessedly calm nap. There I was, lovingly sandwiched between the two best changeling mares in the world, feeling the gentle warmth of their bodies on either side of me as I stroked their manes as enjoyed the afterglow of the tremendous orgasm they'd just given me. Was this supposed to be punishment? It couldn't be ... this was by far the happiest moment of my life.

Author's Note

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Prologue

I ran as fast as I could down the dark, winding back hallway of Miss Cryssy's School for Duplicitous Changelings. I beat my wings to speed myself up, even though flying was forbidden in the tunnels.

I was already late, and I had been late too many times before. Professor Kriga had told me more than once already that he'd eat me if I was late one more time.

So I ran, skittering across the worn-smooth floor and leaping off the ridged walls at the corners.

It wasn't my fault I was late. My broodmates always took too long to get ready, and because we lived too far from the main hive, we had to go above ground. Two of them were too young to have mastered their transformation spells yet, but were too old to leave hanging in their pupae while the rest of the family was out. That all meant that I had to pull them behind me, buried in a hay cart, in order to smuggle them from our house in the country to the main hive under Ponyville.

I could have resented that, maybe, if I had more time. But the passage was narrow and winding, the light crystals were dim, and I had to put every bit of my concentration into running if I hoped to make it to class on time.

Only a couple more turns and I would be there. I bounced off another wall, took a quick flight across the hall, and jumped off the opposite wall, right next to the light. The rebound took me through the next turning, and beyond that would be the hole into Professor Kriga's classroom.

As I flew across the next gap, though, there was a gasp.

I caught only the barest glimpse of a black shape before I slammed into another changeling. We both tumbled across the smooth floor, yelping as we went. Finally, we slid to a stop.

I'd ended up on top. When I looked down my jaw dropped open. A long, frilled mane-crest, a cute little snub nose, a neck longer and smoother than most... It was Flivvy! Her eyes, normally brilliant and clear, circled around in a daze.

She blinked and her eyes focused. They went wide when she saw me. We sat there, staring at each other, for a long moment. Then she shrieked.

She threw me off of her and shot up to her feet. In a flash, she grabbed her notebook from the floor and rushed toward the entrance to the classroom. When she reached the edge of the hole, though, she paused, looked back at me, and pursed her lips. “Buzzik?”

I stumbled to my hooves. “I'm sorry. I didn't mean to—”

She giggled, giving me a cute smile, then vanished into the hole in the floor.

What had that been about? None of the mare drones had ever shown me anything but disdain, being an outsider to the hive and all.

A deep gong rang out, reverberating strangely through the twisted tunnel. I was late!

As quick as I could, I darted over to the hole in the floor and dropped through, slowing my fall with my wings.

A horsewhip cracked against the desk. Queen Chrysalis sneered at me from across the teacher's desk, only barely out of reach. Strangely, she wore a loose, buttoned blouse above a tight pencil skirt. No one ever wore clothes in the hive... it stirred some strange feeling in me.

The whip cracked again. “Well well well. Buzzik, is it not? Since you've already mastered it enough to not bother showing up to class on time, perhaps you'd like to give the class a demonstration.”

Author's Note

Don't worry. Next chapter will have plenty of clopping fun.

Lesson 4: Versatility and Adaptability

Warning: Contains gender swapping and M/F/M threesome.

Queen Chrysalis had a very odd smirk on her face today as she sat – lurked, maybe – behind her desk, waiting for all her students to arrive. She was looking at us all, looking through us, and grinning like she knew something we didn't.

It was enough to unnerve me, for sure. And from the quiet, subdued nature of the rest of the class, I guessed it was having a similar effect on them.

The room stayed eerily quiet, even as the room filled up with young changelings. Even if they were talking when they arrived, one look at the Queen's face would shut them up quick.

The bell rang, signaling the beginning of class. Making an example out of me the first day must have worked: no one came in late anymore these days.

Still, Chrysalis stared and grinned. Her grin grew wider, showing some teeth.

I glanced around the room and saw a few of my fellow students doing the same. What was she up to? What did she have planned that warranted a look like that?

“Good morning, Class,” she purred.

A subdued response echoed back. I'd have called it half-hearted, but that wasn't it. After the silence from before, nobody was keen to speak out... and nobody was keen to be picked as Chrysalis' example after the look she'd just been giving them.

Chrysalis rose and began pacing back and forth behind her desk, in front of the still-empty blackboard. Though... now that I looked at it, I did notice a few suspicious splatters of some kind of dried liquid on it.

“Often, in your infiltration and love acquisition efforts, you may not be able to find any suitable targets of the opposite gender.” She spun and paced the other direction. “What, my little changelings, do you think you will have to do in that case?”

Only silence came back to her. She stopped and glared at the class, forcing hooves to tentatively rise.

“Yes, Stikka?”

My friend gulped audibly. “You, um... seek out new targets in the area of—”

“Fool! You will see me after class.”

I didn't know whether to be sorry for him or jealous of him.

“Someone else.”

No responses came this time.

“Do not make me wait. My time is valuable.” Her horn glowed, a drawer of the desk opened, and a short jockey whip slid out of it, glowing green.

It was Zilly, of all changelings, who raised her hoof next, and with her teacher's nod of acknowledgment, gave an answer: “You'll have to disguise yourself as the opposite gender?”

Chrysalis rolled her eyes theatrically. “Finally.” The whip lowered, but was set on top of the desk, not back inside it. “Correct. That is why today's lesson is about versatility and adaptability. You must be prepared to take advantage of love no matter from where – or from whom – you find it.”

The uncomfortable shifting of young changeling drones was audible in the quiet room.

“Yes, some of you may be put off by such ideas, but you are expected to be loyal servants to your Queen, and you will do as you are told, correct?”

“Yes, Queen Chrysalis,” the class droned, and I along with them.

“So, today we will begin by changing into a pony of a different gender. Remember, you must do a full transformation, not just external, since we will be making use of internal parts today.”

No one did so.

This earned a burning glare from the Queen. “What is the meaning of this?” she spat, glancing around at everyone in the class. “Buzzik!” Hearing my name on her lips made me jump. “Explain yourself and your classmates' rebellion at once.”

Why did it always have to be me? “Um, well... ah...” Her glare only intensified, so I gave the best, most honest answer I could. “Professor Kriga hasn't taught us how to do internal transformations yet.”

Chrysalis groaned. “I should have eaten that old windbag ages ago. He's long past his usefulness.” She shook her head. “And learning internal transformation takes weeks of dedicated...” She straightened, and her eyes flashed. “Unless...” The knowing smirk was back, and that couldn't mean anything good.

Her horn flashed, and searing pain shot into my head from my own horn. All around me, young changelings gasped and grabbed their heads in shock.

“There.” Chrysalis smiled all too glibly. “Now you all know how to transform internally.”

As the pain faded, I realized I did know, as if I'd always known and I couldn't remember quite when I'd learned it. I shuddered a bit from the feeling of having a memory that wasn't my own... and even though it was useful, I'd be happy if Chrysalis never used that power on me again.

“Now that we have removed the barrier to your obedience...” Chrysalis paused her amicable speech for a moment, and it changed to a snarl “...why do you still disobey?”

All around the room, changelings flashed into new forms. This time, I made sure to pay attention to which ones changed into which ponies, even as I contemplated my own disguise. I chose a bright yellow unicorn mare with light blue mane and tail, and – predicting where this might be going – I gave myself a generously large size, especially internally. I wanted to be able to handle whatever came my way without too much discomfort.

Already, I could feel a huge difference in myself. I never noticed the constant, comforting presence of my balls and my cock, even when it was pulled up inside my sheath. Now that they were missing, I felt a strange absence, as if a favorite pillow I'd gotten used to sleeping on wasn't there anymore. Now, instead, I felt my strangely wide hips and just the slightest hint of pressure from an all-new nub of flesh between my butt cheeks. I moved my legs closer together in an attempt to hide it, perhaps from myself, but that only increased the foreign feeling. Even smells were different, and I was somehow picking up a low, musky scent I had never been aware of. It was causing strange and uncomfortable changes inside that I didn't want to think about.

“Choose your partners, class.”

My eyes went wide. Would she accept it if I chose a female pony and did my best imitation of a lespony mare? I wasn't sure if I wanted to—

Two stallions stood in front of me, grinning at me and at each other. One was tall and skinny; white with a pink mane and startling blue eyes. The other was huge and bulky; his brown fur rippled with powerful muscles. Aphin and Zilly, of course. I'd watched them transform into these brutes... and now their intentions for my delicate and fragile-feeling body were unmistakable. I gulped. “Um... hi, girls.”

Their grins grew... and that wasn't the only part of them that grew. A glance between their legs showed me that both of them had chosen to be improbably well-endowed. My eyes were fixed on those two growing lengths stretching down toward the floor.

“So...” Zilly looked into my eyes and grinned malevolently. “Ready for some payback?”

“I, um, I'm kind of thinking I'd like to try it with a mare first so I can—”

“You want the front or the back?” Aphin asked Zilly. Had they transformed their minds into maleness, too? I'd never expect something like that out of her.

Zilly's cock swung up and swelled. “Front, definitely. I'm gonna make him swallow it.”

“Girls? I'm—”

The two of them tackled me out of my seat, throwing me roughly to the floor on the other side of it, and they landed heavily on top of me. A little fumbling and rolling around later, and they were both laying full-length on either side of me, with me on my back.

I had a fully-hard stallion cock prodding my flanks from each side, and I wasn't sure if I should be okay with it or not. They throbbed and occasionally thrusted against my soft fur, smearing it with their pre.

“Girls?”

“Ssh...” Aphin nuzzled my neck, which felt strangely amazing. “We're going to treat you good, don't worry.”

Zilly pressed her thick cock harder against my side. “Goddess, this feels good. Now I know why he does it so much.”

Before I had a chance to wonder who he was, Aphin's hoof wandered down my belly and twiddled against my soft little teats, sending shocks of wholly new feelings through my lower body like little lightning bolts shooting in. “Mmn,” I moaned. Wait... where had that come from?

The hoof wandered lower and pressed between my legs. I didn't want to, but they seemed to open all on their own allowing the soft underside of the hoof to rub against my brand-new marehood. Only then did I realize how wet I was. Her hoof immediately smeared slippery essence all over my entrance.

“I think he's ready, Zilly,” Aphin cooed.

As the two of them rose up next to me, I was given as fine a view of their bobbling cocks as I could ever have wished not to see. “I don't think I'm ready,” I said.

Zilly knelt down just over my head. “You'd better be ready.” She flopped her brown and pink mottled cock into my face, slapping the hefty weight of it against my cheek.

I could only stare at it, totally in shock now. The lobed, firm roundness of it gave way to a growing width and soft, veiny texture as her medial ring brushed past my cheek. Goddess, what was I doing? This wasn't right! I didn't want to—

Above me, partially obscured by Zilly's massive cock, Queen Chrysalis' face appeared. For once, it actually seemed to be relatively comforting compared to what I was being expected to do.

“The transition can be difficult to overcome for some,” she said, “but it must be overcome, and the faster you do so the easier it will be. Lick it, Buzzik.”

My mouth gaped open, not in preparation, but in astonishment.

“Lick it, Buzzik.” The Queen's tone allowed no argument.

I stared up, my eyes darting between Chrysalis' face and the veined surface of that warm, throbbing pony cock laying against me. I stuck my tongue out, and I licked it.

It was warm, dry, and so very soft and smooth feeling, though I could feel the hard strength underneath.

“Good,” Chrysalis said. “More.”

With a slight wince, I did it again, and for longer. I could feel the little wet patch from my tongue earlier, and where it stopped as I expanded it.

Zilly moaned slightly. “Oh Goddess, that feels... incredible. Do more!”

The Queen didn't have to prompt me to make another, even longer, lick. At some level, I was enjoying it already. Beneath all my disgust and revulsion, there was a little seed of something... Enjoying making her feel good? Reveling in a new experience? Just the sheer sensuality of it all? I wasn't sure, but there was some traitorous little part of me that wanted to take it further.

I ran my tongue, and then my lips, up and down it, exploring the new textures I thought I knew so well from my own, but which were totally different than I expected them to be.

Zilly pulled back a little, giving me her dripping tip, and I tasted semen for the first time. Sticky, bland, a little salty... it wasn't what I was expecting.

It was clear what Zilly was expecting, though. Since I didn't want to incur the wrath of the Queen, I gave it to her. I opened as wide as I could – it still didn't seem wide enough – and I wrapped my lips around the slightly flared tip of it.

Zilly grunted loudly. “Oh damn. Your mouth is so warm. Go deeper.”

I tried, I really did, but at this angle, trying to go deeper just shoved it into my tongue. I swirled it around, which she seemed to enjoy, but that wasn't what she wanted. But after seeing the way some of the mares in the class reacted to doing such things, I wasn't sure I wanted that big monster in my throat.

She didn't give me a choice, really. Grabbing my head with her hooves, she tilted it back, lining me up, and she shoved her thick cock inward.

I immediately choked on it, but I knew Zilly wasn't going to be gentle, and she wasn't going to let up because I was suffering. I had to take it or just suffer more as she shoved it in anyway. Fighting to swallow it, I gulped and glugged at it. Warm, soft flesh seemed to push against every surface of my mouth with a terrible stretching pressure. Finally, I overcame my own resistance and swallowed the flared head, letting it slide past the back of my throat and press on down... which it did with great enthusiasm.

The huge shaft slid down my throat, impossibly deep to be going under its own power, with only the flimsiest pretense of my swallowing keeping my gag reflex at bay. Finally, it came to rest, spearing me open in the middle. Her musky-smelling sheath pressed against my lips and her great big dangling balls bumped the tip of my nose. I felt like the swollen tip of it must be all the way down in my stomach!

What just happened to me? My throat convulsed.

Zilly pulled most of the way out of me in a long, slimy glide... most of the way. She kept her tip in my mouth, preventing me from speaking. “Come on Aphin,” she said, “fuck him already!”

My eyes went wide, but my mouth was full and I couldn't say anything.

“Are you sure he's ready?” Aphin asked.

Zilly rammed her thick cock down my throat again and drove away all thought of dealing with anything other than dealing with that. “Who cares? Fuck him already!” She pulled out most of the way, but rammed back in with barely a pause for me to breathe.

I felt a touch in a place I didn't even have when I woke up this morning, and it lit strange new fires inside me. It made me want to cry out, but with my mouth full, I could only make a little humming moan, which Zilly seemed to take as permission to start fucking my face even harder.

The soft, teasing touch grew into a warm, insistent pressure. It wiggled up and down a little, spreading my surprisingly copious juices across it, and then it shoved inside me with a slight pop.

My eyes went wide, not that anyone would be able to see them hidden under Zilly.

Aphin slid into me slowly and gently. Most of the motion I felt from her – and that motion felt incredible! – came from my body jerking up and down from Zilly's rough movements. With every slight motion, though, I felt her achingly hot shaft bury itself deeper and deeper into places a part of me insisted I shouldn't have... but other parts of me were loving this new sensation, and all they wanted was more more more.

She gave me more.

All my attention focused on that wonderful thing swelling deep inside me. I could almost forget about Zilly's pounding my throat, which didn't even hurt anymore. Was it because I'd gotten used to it, or because Aphin's pleasure distracted me from it? In any case, I was getting to a place where I could genuinely enjoy this, and I let my enjoyment be heard, even despite what my mouth was full of.

That spurred both of them on to greater intensity, of course. I was happy to have Aphin start actively driving it in, and I didn't even mind Zilly's balls bouncing off my nose anymore. I wondered how she could stand it – mine were always too sensitive to bounce off something like that without causing me a lot of pain.

Then, Aphin went deep, too deep. She bumped against some kind of inner barrier and it hurt. It hurt worse than anything.

I cringed away and my legs tightened. She must have gotten the message, because she immediately backed away a little, relieving the awful pressure. “Oh,” she mumbled, “I guess that's as deep as you go.”

As soon as she pulled back, the pain stopped, and once again my stupid female body wanted her to be ramming it in again.

She did... but she pulled it back out first, and she did it slowly... gently... wonderfully. I could feel every detail of her shaft as it passed into me, every smooth ridge and vein of it. I may have whimpered a little as her medial ring flicked past my clit.

Something was happening with Zilly. Her thrusts were getting jerky and her tip was flaring wide, blocking my whole throat even more than I'd grown used to. It could barely move inside now! With a jolt, I realized what was happening... but I also knew Chrysalis would skewer and barbeque me if I wasted a single drop of 'love juice'.

I felt it, when it came... when she came. A long pulse ran into my mouth and down my throat. I could feel it the whole way. When it finally reached the end of her cock, Zilly cried out in a girlish tone that made me remember who she truly was. And then I felt the spraying inside me. Hot, sticky goo coated the deep insides of my throat, and it stayed there because Zilly wasn't giving me an even an inch the breathe.

Throb after throb spurted their way down my throat, impressing me with the volume Zilly managed to produce. When she finally softened and slithered her well-spent length out of my throat I gasped for air... and gasped at how full my belly felt. I tasted more of her – only a little more – and I swallowed reflexively, getting it all down.

When she pulled away, I could finally look down over my belly at Aphin. She was pressing herself into me with the most adorable look of concentration on her face. Her tongue stuck out between her lips, and she was so tightly focused on my pussy that she hadn't even noticed Zilly pumping her load into my mouth.

“Hey, Aphin.” Zilly – quite literally – slapped Aphin out of her fixation. “You've got to try getting a blowjob. It's the best thing I've ever felt.”

Aphin paused for a moment, deep inside me... almost too deep, but not quite. “Hm... okay.”

She pulled out of me all too abruptly, leaving me craving more, and she rose to her knees behind me. “Come on, Buzzik, show me what all the fuss is about.”

I could have been offended... but she – he? – just looked so cute kneeling there, staring at me quizzically with her cock bobbing up and down at me. Flopping over awkwardly, I rose to all fours and wasted no time in licking her sensitive tip.

“Oh, and while you're at it...” Zilly propped one leg uncomfortably on my back and dangled her drooping, dripping cock in Aphin's stalliony face. “Cleanup on aisle one.”

Aphin didn't show the slightest hesitation, even though Zilly's cock was slathered in her cum and my saliva. Of course – she was used to this sort of thing, even if it was strange to see a stallion lapping away at another stallion so eagerly.

Aphin's cock was narrower than Zilly's, but longer... and it tasted strongly of the inside of a mare. It tasted like me, I realized. That didn't bother me, though. I'd tasted that before. And this time, it would be a blowjob on my terms.

I slowly licked just under the tip of the shaft, taking my time to give her every detail of the sensation, flattening my tongue to make it soft and supple, and I was quickly rewarded with a groan and a twitch from her. I had a secret advantage: I knew exactly what a stallion likes... and now that I was doing it to someone I cared about, I wanted to give it all to her. I wanted to hear more moans from her, even if they were a little muffled from her face being stuffed with Zilly's messy cock.

Sliding her tip into my mouth, I swirled it around a little before bobbing deep and swallowing. It was easier this time, both from her lesser girth and because I knew what I was doing now. After bobbing down for a moment, I pulled back up and panted a few breaths while I rubbed her warm flesh against my face. Being able to breathe when I wanted helped a lot too.

I knew how to please her, and it was showing. Her tip was flaring wide, too wide to fit inside my mouth anymore, so I just licked her all over and worked her steadily with my hooves, taking advantage of all the slippery juices already there.

Aphin gasped repeatedly. “Oh Buzzik!” she cried out, shoving Zilly out of the way and looking down at me.

I met her eyes, pulled her tip up to my open mouth, and stuck my tongue out, begging for her gift.

The first spurt was a thick, constant stream jetting right into my mouth, and it alone filled me to the brim. I couldn't swallow fast enough to catch any of the second spurt, nor the third... not that much of those made it into my mouth anyway. I felt the hot, sticky strands lay themselves across my face, and I kept my eyes locked onto Aphin's... at least until a white squirt hit one of them and made me blink it closed.

When Aphin fell away from me, panting, I took the opportunity to clean up. I knew Chrysalis would want me to. Clearing the eyes was first: I wiped my eyes clean with a hoof, then licked that up. It was a mess; white splatters all over me from my belly up to my mane.

I was licking up as much as I could when Chrysalis came around again. “Good, good,” she purred. “I see there has been great progress here. Buzzik, have they given you an orgasm yet?”

I shook my head, which caused a few white droplets to scatter.

The Queen tisked. “Aphin, Zilly, you had better get Buzzik off.” Her magic lit up. “Here, this may help.” She levitated a small metal cylinder with one tapered end toward us, which Aphin grabbed in her hooves. “Do not disappoint me.”

The two of them looked down at me as Chrysalis stepped away, off to the next clump of students. They glanced between the cylinder and my pussy. Aphin ended up staring at the thing quizzically.

“Really?” Zilly rolled her eyes and tossed her stallionish mane. “You don't know how to use that? Give it here.” She swiped it, made a funny twisting motion on one end, and it started to buzz.

This only caused more confusion on Aphin's face. “I thought we hadn't gotten to the toys lesson yet...”

“That's tomorrow's lesson.” Zilly looked at her. “And really, you've never used one before? Well you're going to have fun tomorrow. Oh stop staring at me like that. Just get down there and start eating Buzzik out.”

To her credit, Aphin did as she was told. She immediately dropped down, laid me down in front of her, and started lapping at my messy slit. It gave me all kinds of interesting tickling sensations, especially when her tongue went a little way in and brushed against the top of my insides.

All that seemed like nothing, though, when that little buzzing cylinder moved down to me. The moment Zilly pressed it against my clit, fireworks went off, shooting sparks all throughout my body that bounced around, gaining in intensity every time they did. Every bit of me felt electric, but there was one pulsing star of pleasure that drowned everything else out, and that was where that amazing thing touched my pulsing clit.

I was stupefied.

I barely even felt Aphin's efforts on my slit below; nothing else mattered. Who knows how long it even took – sometimes when I remember it, it seems like it took forever, sometimes it seems like it was instant – but eventually, that bright star of pleasure exploded, and I exploded with it.

The first thing I was aware of was that I was panting and twitching, my insides seeming to roil around all on their own and making my whole belly pulse. I seemed to remember a great big flash of white light, but there couldn't have been one, could there? As I slowly rode out the last twitches of my orgasm, my first female orgasm, all I could do was catch my breath and think 'Wow!'.

Aphin pulled her stalliony muzzle away from me, and I saw it dripping with clear juices. It gave me a strange feeling of satisfaction, even though it was totally unlike coming on a mare's face when I was the stallion.

Zilly twisted her big hooves and the cylinder stopped buzzing. She looked down at me smugly, as if she'd defeated me somehow.

Maybe she had. I didn't care. That was incredible. How could mares feel things like that and not constantly want to be having sex?

Filled with a strange, insatiable need for closeness, I grabbed both of them and dragged them down to the floor with me, where we all lay in a pile. I panted, and they panted with me. I loved feeling their strong chests pressing up and down against my own, and I— Good Goddess, what was happening to me? Did I transform my mind, too? This was too weird... and yet, it felt so good. I never wanted it to stop.

“Stop!”

I winced at Chrysalis' voice.

“That marks the end of today's lesson. Transform back into changeling form and find a partner of the same gender to sleep over with.” She seemed to laugh to herself. “Tonight's homework is going to be very interesting.”

Author's Note

This story is brought to you thanks in part to my Patreon supporters! They're invaluable for keeping me focused and motivated to write with the power of the deadline.

If you'd like to help keep me writing, please check out my Patreon page.

Interlude: Grading the Homework

I flitted in through the entrance hole of the classroom, glad at least to know that I'd done a good job on my homework, one that would surely satisfy Chrysalis ... even if it did make me feel a little weird inside to have done those things.

Most of the class was already there, but I wasn't late. After berating my brothers about it for a while, I'd actually managed to convince them that me showing up on time for the Queen was worth waking up a little earlier for.

The rest of the class was filtering in slowly, but strangely, Chrysalis wasn't there yet.

The bell rang. Still no Chrysalis.

Changelings all over the room eyed each other, glancing up at the entrance hole. This hadn't happened before. What could possibly delay her?

After a moment, though, she darted down through the opening, seeming to pant for breath after the exertion of getting there. Seeming to, since of course a Queen would never stoop to such levels.

She gave us a dignified pause before beginning, which certainly wasn't her catching her breath. “Good morning, class.”

“Good morning, Queen Chrysalis,” the mumbled reply came from around the room.

“We'll start by reviewing your homework. Re-form into the groups you made yesterday and come forward one group at a time. Mik-Mik, your group is first.”

He, Drakka, and Kuddio all went to the front, and one by one, Chrysalis touched her horn to theirs, making a slight green glow that reflected oddly in their eyes. She smiled as she replayed their private memories. “Ooh, now that was awkward!” Chuckling, she moved on to the next drone, but she didn't choose to inform the class what was so funnily awkward.

After the last of them had gone, they returned to their seats with oddly chagrined faces... except for Kuddio, who was beaming a huge smile.

“Zilly and Mizzt.”

The two of them walked to the front, Zilly haughtily and Mizzt self-consciously. When Chrysalis worked her magic on them, it had an obvious effect. I watched with interest as Zilly's tail rose during the replay of her memories.

“Stikka, Buzzik.”

It was my turn to go up, and I was keenly aware of the eyes of my classmates boring into my back. It made me want to go faster, to run away. But, of course, there was no escape.

The Queen's magic did its work on Stikka, and then she moved to me. When the green glow came, the memories all replayed, except this time, there was an added presence in my head, a new spectator to the events.

We separated. She smiled at me. “Oh good work! I especially appreciate the way you felt like a whore at the end.”

My cheeks burned at the thought of what my classmates would be thinking of me, and yet the compliment – from one who so rarely gave them – held some measure of pride as well.

“Aphin. Flivvy.”

My ears perked as I sat down back at my desk. Oh, if only I could see those memories just like Chrysalis was! That would be a sight to see, those two cute mares going at it together. I felt a twitch in my crotch, just thinking about what must have happened.

Chrysalis' green light flared two more times ... and was that my imagination, or did Chrysalis actually become flushed after watching their memories?

“No, no.” Chrysalis held them back with her hooves. “You two stay up here.”

They stopped, looking back at her.

“Now, class... These two have done a truly exceptional job of discovering themselves. So much so that I think the whole class needs to see.”

Flivvy's eyes went wide, and Aphin cringed, trying to hide behind her.

“Prepare yourselves.”

With another flash, everything changed...

I was outside the classroom as the other students poured out of it in same-sex pairs, right next to the mare I had a crush on: Flivvy.

Only... then I saw Buzzik and Stikka come up through the hole – I got a really nice view of his ass – and giggled internally at what the two of them would be doing later on tonight before turning back to that wonderful Flivvy. If only I was a bold changeling like Buzzik or Zilly, I could tell her what I wanted from her... But I didn't have to, I thought with glee. We'd been assigned to each other! We'd be together ... at least for a night.

“So,” Flivvy asked me, “your place or mine tonight?”

Wow this was exciting! It was really happening! I could barely believe it – we were going to sleep together! I stared at her entrancing figure, fixating on the arch of her neck and the way her mane-crest laid over it so gracefully. She was so—

“Aphin? You all right?”

I blinked it away. “Um, yeah. I'm, um... great.”

“So... whose house tonight?” She looked unconvinced.

I hated to push my luck, but I really wanted to get a window into how she lived. “Yours?”

She smiled, and I nearly swooned. “Okay. My parents are gone tonight anyway, so that should work out perfectly. Come on!”

My eyes followed her as she trotted away, following her bouncing round rump and her swishing tail. Almost too late, my hooves remembered to follow her as well.

Her family's den wasn't far from the school, only a couple levels up. It wasn't a fashionable place to live, so close to the surface, but apparently sacrificing location had allowed her family to get a really amazing den. The place was huge! It was even furnished with a lot of pony-made furniture and rugs, giving it a really exotic feel. I'd never been outside the hive before; the smells and feels of this stuff was intoxicating. The feel of carpet, the plush cushion of a chair. It was incredible.

“You like?” Flivvy asked.

I could only nod.

“Yeah, my family puts a lot of effort into it... but I think it's too ponyish.”

“Oh, no. It's really lovely. I've never seen this kind of stuff before.” I sat down in one of the chairs, marveling at how it wasn't made of stone or hardened changeling goo.

Flivvy giggled a little. “So...”

I couldn't look at her. My face was burning – I knew what she was going to ask about.

“...about tonight?”

My breath caught in my throat. I made a little squeaking sound. When I looked up, Flivvy was right in front of me.

“Are you okay with it?”

It was a heady feeling, that kind of question. Of course I was okay with it! Flivvy was amazing! And what choice did I have anyway? I hated to think what Chrysalis' punishment would be if I didn't do it. It didn't matter, though. I wanted it more than anything right now.

“Aphin?”

I nodded, trying to look up into her eyes and failing.

She lifted my chin up with her hoof and looked into my eyes. She looked so compassionate about it! How could she be so calm? This was a big deal! “It's okay Aphin. We'll take it slow.”

That wasn't what I was worried about. I was worried about not living up to the expectations of the most wonderful changeling mare in the world.

“How about we just start with a little cuddling?”

I... I could do that. “Okay.”

She smiled at me, such a sweet smile. “Come on, my room is down the hall this way.”

I followed her, unable to stop staring at her rear. When she started swaying it side to side almost unnaturally, glancing at me over her back, I knew she knew ... but I still couldn't stop looking. She winked at me – with her eye. Then she lifted her tail and winked at me another way.

My eyes were wide, I could barely breathe. There was a distinct tingling between my legs.

Flivvy opened the door and slowly – oh so slowly – disappeared inside.

Was I ready for this? I wasn't sure. But I had to go through with it. I couldn't chicken out. Taking a deep breath, I went in through the door and closed it behind me.

Flivvy was already lying, sideways in her bed. She patted the spot next to her.

Her room had a different atmosphere, a different smell. There was just something so... feminine about it. I was honestly jealous. After years of sharing a room with my sister and two brothers, my room could never be like this, smell like this.

“Come on, Aphin, I won't bite.”

I'd been standing still too long. Stupid stupid stupid! I needed to focus on what was happening, or I'd get lost in my thoughts and totally blow my chance with her. Before I could second-guess myself – because I knew I would – I hurried over to the side of the bed. But the bed turned out to be too much of a barrier. The soft pony sheets seemed forbidding, and the idea of actually being in bed with her... it was overwhelming.

Flivvy didn't give me a chance to hold off any longer. She reached out, grabbing me around the neck, and pulled me onto the bed next to her.

We lay side by side. The soft bed felt amazing against me... but some of that wasn't bed. Our bodies were touching, belly to belly. She wrapped her hooves around me and pulled me in tighter.

“Mmm, you feel nice,” Flivvy said. “This isn't so bad, is it?”

I was getting too excited, tingling all over at her touch. My breathing was getting ragged.

Her nose nuzzled mine, and I opened my eyes. I hadn't even realized I'd closed them. She was right in front of me, sideways, her face pressing against a pillow on the side ... and she was looking right into my eyes. It was intoxicating, hypnotic. I couldn't look away. Somehow, that look reflected the two of us, our bodies touching on the bed, her wonderful grip around me holding me close ... and it reflected a lot more than that. There was desire in there, genuine desire. She wanted me!

She moved closer, and I did too.

Our lips met.

She was so soft and so smooth and so warm, so lovely! It was exhilarating. I realized, with a slight start, that I'd never been kissed before. This was my very first.

Flivvy must have noticed my little jump. She pulled back and looked at me. “Are you okay, Aphin? Are we going too fast?”

After a slight pause, I grabbed her. Pulling her back in, I kissed her deeply, much more passionately than the little peck we'd had just a moment ago. This time, I gave her my tongue, and she soon gave me hers. I rolled on top of her, pinning her to the bed as her hooves caressed my back and held me close. Our bodies rubbed together, making a familiar warmth grow inside mine.

Only when I had to breathe did I pull back. We stared at each other, me grinning and her pleasantly shocked.

“Wow Aphin!”

I just smiled back and went down for more. I couldn't get enough of her flavor, of her scent that permeated the bedsheets. It just kept feeling better and better, more amazing every minute. My whole body felt good as I slowly rubbed it back and forth over her.

Only when the two of us separated slightly again did I notice that I'd somehow gotten her thigh between my legs ... and that it felt very wet and slippery there.

She lifted her leg slightly, touching me there again, and the heedless feeling of pleasure was back. How long had I been grinding myself against her?

Flivvy grabbed me and rolled over, ending up on top of me. She smothered me in kisses, moving down to lick and suckle my neck whenever I needed to breathe, probing her long changeling tongue deep into my mouth. We squirmed together, each of us loving the contact between us, each of us getting heated.

“Oh Flivvy! I want you! I've always wanted you!”

She rose up from nuzzling my neck and pulled away, looking down at me. “Really?”

I felt a heat in my cheeks now from an entirely different source. How could I have been so stupid as to blurt something like that out? “Um... I... I mean...”

Flivvy grinned and leaned down to kiss me on the nose. “That's so cute! I like you a lot too, Aphin.”

I thought my heart would explode. Did she really mean that? Could it really be?

Her smile grew sultry. “And I think I know just what to do for you.” She came back down to me, kissing me on the lips, the cheek, the neck... trailing down my body slowly, bit by bit, letting her tongue flick over every bit of me.

I writhed and gasped. Each new touch was a whole new world of pleasure.

When she reached my teats, though, that's when the pleasure exploded into me, shooting through the core of me. I yelped, and that only made her go for it more, her lips latching on to one nipple while her long tongue snaked out to flicker against the other. I could feel her warm breaths on the skin around them. Nothing could be better than this!

She went lower, and it did get better.

First she kissed my needy lips, and even though they were burning with desire for her, she felt warm against me. She slowly increased ... whatever it was she was doing. I was too far gone to really tell. All I knew was that it felt heavenly, and it sent surges of pleasure through me like I hadn't felt since the very first time, back with Buzzik.

It was building and building, making me ride high on waves of her nuzzles, kisses, and little licks. And then her tongue went inside. I gasped and screamed out to the room, not caring who might hear, beyond all of it. Her tongue was just going deeper and deeper, sliding into me and writhing inside me. Goddess, it felt like she was probing every inch of my insides with it, I could feel it everywhere.

I was already a jittering, twitching mess, but when she pulled her tongue out and wrapped it around my clit, I knew it.

It was an unbearable whiteout explosion of pressure, flashing again and again as her wrapped tongue wiggled it in little circles.

I crunched around her, holding her head in place as hard as I could – she didn't stop. Screaming, I came, harder than I ever had before, splashing my essence all over her mouth. It seemed to go on and on, pulse after twitching pulse with me curled around her crooked horn.

Finally, though, I dropped back onto the bedsheets, panting heavily, my chest heaving up and down more than I thought it even could. I couldn't do anything other than stare at the ceiling, little stars dancing in my vision.

“I think you just might have enjoyed that,” Flivvy observed.

I lifted my head to look over my belly at her. She looked back at me over the rounded curve, and I could see the thin sheen of wetness around her mouth dripping down her chin. Her long tongue came out and licked a little bit of it up before slithering back into her mouth.

I nodded weakly; she smiled wetly.

Flivvy slowly crawled back up my body, planting kisses as she went, then lay down next to me, two of her legs resting on top of me.

By that time, I was finally beginning to catch my breath, and I was filled with a warm glow, as if there was a nice comfy fireplace in me and Flivvy was my blanket. I knew I was drifting off to sleep in her hooves... and I couldn't think of anywhere else I'd ever want to be.

The connection broke with a snap, and I was Buzzik again, blinking my eyes and staring at Chrysalis and two of her students at the front of the class. Changelings all around me were shaking their heads and trying to readjust to where they were. It had been an intense experience.

Even Chrysalis herself seemed to need a moment. “Very good, both of you. Return to your seats. Next two... ah... whoever I haven't called yet, just somebody get up here.”

A couple stallions rose and went to the front, but I was stuck in the experience of being Aphin. I'd never realized she had such a thing for Flivvy. So... Was she a competitor, or maybe an ally? What would this mean for the three of us?

Author's Note

This story is brought to you thanks in part to my Patreon supporters! They're invaluable for keeping me focused and motivated to write with the power of the deadline.

If you'd like to help keep me writing, please check out my Patreon page.

Epilogue 1: Punishment

Author's Note

Warning: This chapter is intense. It includes blood, all-the-way-through, male-on-male anal, male-on-male blowjobs, hyper endowment, biting, vomit, and one very angry Changeling Queen. This is one chapter that may actually be traumatizing. Read at your own risk.

If you'd rather skip this chapter, that's understandable. Two more epilogues are planned (though the details of that plan are only available for my Patreon supporters). Anything important to the plot will be recapped in the final epilogue, so you won't miss anything by skipping.

This story was chosen by my Patreon supporters! Every month, I take suggestions from my supporters and let them vote to determine which story I'll write (or update) next.

If there's something you've been dying to see me write, please go to my Patreon page and sign up to be part of the suggesting and voting process.

Epilogue 1: Punishment

Fuck.

I'd never seen the Queen's eyes so cold, so piercing. They looked into and through me, laying bare my every sin and weakness. There was nothing left I could confess to her now, no apology I could ever make. It would only be redundant. There was nothing more of myself I could give, nothing more I could tell her, and nothing I could ever say would change her mind in the slightest. My fate was already decided behind that chilling glint, behind her twitching, still-gooey eyelids. I didn't yet know what it would be, but I did know it was etched in the stone of her will now, with no hope of redemption. She was not known for her forgiveness.

I grovelled before her, suddenly aware of the vast gulf of inferiority that separated me from the likes of Queen Chrysalis. Some ponies have years to come to terms with their own inevitable fate, after receiving some kind of grim diagnosis. In that time, they might find a transcendent peace, come to terms with it, come to accept the harsh facts of life with fatalistic ambivalence. I came to a state like that instantaneously, or near enough. All the stages of grief and fear passed through me all in one moment, leaving only one reality in their wake: the unquestionable truth that I was fucked, so fucked that it didn't matter how I felt about it.

The clinging goo on Chrysalis' cheek vaporized in a sudden puff of green smoke, as if boiled off by nothing but the internal fire of her rage. She looked at Flivvy and me quite calmly and said, “Return to my desk, please.” Her eye was still twitching.

Of course we did, and with all possible haste. I knew nothing I could do would have the slightest chance of alleviating my punishment, and yet I still felt the pressing need to ingratiate, a futile desire to impress the Queen with a fresh wave of obsequious submission to her every word ... as if that could possibly change what was about to happen.

Flivvy and I stood rigidly at attention in front of the teacher's desk, neither of us moving a muscle. Queen Chrysalis glided slowly down from the entrance hole, a vengeful black angel descending to smite us sinners with cold fire. She marched slowly toward us, a slight smile on her face that would have chilled me even if I hadn't been sure she was about to rip my balls off.

I would have gulped, if I dared move without being commanded to. I didn't even allow my eyes to move, staring straight at the back wall of the classroom. I implicitly understood that I would be punished cruelly for so much as a blink.

Chrysalis stopped right in front of us, closer than would be comfortable even under normal circumstances. “Now... How should I punish two changeling drones as thoroughly worthless as the two of you?”

Neither of us answered. To speak at all would be unfathomable blasphemy.

And Chrysalis didn't expect us to speak. She licked her lips with her long, sinuous tongue. “It is a rare and valuable opportunity, to have minions so deserving of cruelty. Even a ruler as kind as myself eventually tires of tedious benevolence.” Her teeth showed as she hissed out the last syllable.

She lifted me with her magic, surprisingly gentle. I didn't fight it, instead taking what was to come passively, barely even registering the fact that she had sat me down on the edge of the desk. Flivvy remained unmoving on the floor for now. Chrysalis stood just in front of me; I didn't dare to look down at her.

Chrysalis lowered her head. I didn't move, but my every muscle tensed, internally cringing at the unknown horror that was to come...

But all that came was a gentle lick across my balls and up my sheath. My breath caught in my throat. No, it couldn't be. This didn't make sense at all. The Queen didn't, didn't ever...

Another caressing lick came, and another, her warm mouth intimately embracing me in a way far too lewd and degrading for a queen. It didn't make sense, but she was down there, doing that.

As my cock slowly emerged, as she began devoting her long tongue to it, I dared to look down at her.

Her eyes were closed. She was completely devoted to her task, letting my limp cock drape across her muzzle as she again went down to slather attention over my balls. I felt the unmistakable tingle as the pointed tip of her tongue traced the cleft between them. My cock hardened more at the impossible, nonsensical, incredible sight, lifting up off her face as it rose.

She slid her tongue up it, rubbing her lips over my hardening flesh the whole way, giving me my first taste of just what kind of pleasure she could bring ... it did the rest of the job for me, leaving me ardently hard, my cock begging for more attention. And it looked like it would get more attention. Queen Chrysalis licked her way to the very tip, then kissed her lips against the flattened head.

It didn't make sense, wasn't possible. The Queen never gave pleasure, she only received it. And if there was ever a time when she would suck a male drone's dick, it certainly wouldn't be now, not with me. I deserved punishment, not an impossibly generous reward!

And yet, there she was, eyes still gently closed and lips beginning to open, sliding down over the top of my shaft. Goddess, her mouth felt amazing! Although she was moving slowly, her tongue writhed against me and her drool slowly dribbled down my length as she went lower and lower. Her head didn't bob on the way down. No, she simply lowered herself gradually while her long, dexterous tongue massaged my cock. She kept going down, taking my entire length into her mouth, into her throat, in one smooth motion that seemed to go on forever ... and seemed like it could never last as long as I wanted it to.

Finally, there she was, her lips against the rim of my sheath, one of her hooves gently caressing my balls below. Her eyes were still closed. For a moment, nothing moved except a few fat drops of drool leaking out from the corners of her mouth. She stayed still and calm as my cock became accustomed to the warm paradise of her royal throat.

Then she opened her eyes.

Queen Chrysalis looked straight up at me, and all of that cold malice was still there. I had barely a fraction of a moment to panic, not enough to act, just long enough for my heart to clench tight.

Her jaws closed – she bit down, piercing my sensitive flesh with her sharp white fangs. I immediately hunched over her head, crying out in pain, trying to curl up around my newly injured cock. But she didn't let go. Every tiny motion I made only caused her fangs to tear a little deeper. I froze in place, barely able to comprehend what was happening to me.

Finally, finally, she opened her mouth and pulled herself off of me. Blood gushed from the base of my wilting erection, but I was finally able to curl up and hold myself. I put pressure on the little wounds, cradling my tender flesh as if that could ease the pain. It didn't. I howled my anguish to the classroom's roof, oblivious to everything but the pain and the growing terror that I would be permanently damaged.

Queen Chrysalis spat a mouthful of my cock blood into my face, into my own open mouth. “Get up, weakling. Your punishment has barely begun.”

I closed my eyes as tears began to well up in them, but I couldn't rise back up. It was unthinkable. The pain redoubled as my cock tried to retreat back into its sheath.

“I said get up!” Her magic ripped me up from the floor, spun me away from her toward the class, and slammed my hooves down onto the ground.

Little splashes of blood spattered to the floor beneath me. My trembling legs held for a moment, but I soon collapsed back down. I lay on my belly, my front hooves underneath me, still trying to stop the flow of blood from my punctured cock.

I expected reprisals for that failure to stand as ordered, but Chrysalis seemed not to care. The flames of her transformation magic flared behind me, but I didn't dare look. I wasn't sure if it was fear of her punishment for looking or simply a desire not to know, but I didn't look.

Green magic yanked Flivvy off her hooves, slammed her back down to the ground in front of me. Her hind legs sprawled right in front of my face ... I could still smell my cum on her cute little pussy.

“Lick her.” Chrysalis' magic shoved my face down, smashing my muzzle into the soft puff of Flivvy's pussy.

Despite my pain and fear, I did as I was told, dutifully giving Flivvy the best tongue-work I knew how to give. Flivvy quivered, looking back at me with a sad hopelessness in her eyes, and also a desperate plea for me to be on her side, to help her through this. Though she was surely in terror, my tongue had its natural effect on her. The scent and taste of my own cum soon gave way to a fresh wave of her juices.

Huge grey forehooves stomped down on either side of my body, bigger than Chrysalis' and without holes. She must have transformed herself into an enormous grey pony.

“This is the second stage of your punishment. You will choose it freely.” Magic yanked my tail painfully upward. Something big, fleshy, and hot butted up against my ass. The unmistakable feeling of a cock ... a huge one. “This is your choice,” she whispered into my ear with a deep masculine voice. “If you bite her just as I bit you, I shall use lubrication.”

My heart froze and dropped out of my chest. Could I do ... that to Flivvy? Could I take the beautiful little pussy I'd idolized for so long and pervert the pleasure of it to cause pain instead? No, no! I couldn’t do it, not to Flivvy! The cock pressed itself against my tail hole. Goddess, it was big! The swollen head of it must have covered half my ass with its pulsing warmth. There was no way I could withstand that without a little lubricating help, I felt sure I would die from it. Already I felt myself rationalizing. Flivvy could forgive me eventually. And she was supposed to be getting punished, too. If I spared her, the Queen would probably do it to her instead, and she'd still be bitten, but for no reason. I'd have my ass torn in two for no reason.

“Well?” The big hot cock on my ass pressed harder. I could feel my flesh beginning to stretch.

I would do it. I had to. I shifted my head a little, sucking the bulge of Flivvy's vulva into my mouth, feeling its softness against the tips of my teeth. But then I froze, unable to go through with it, unable to do it.

The cock pressed again.

I bit down. Ashamed and horrified at myself, I bit into my crush's pussy like a ripe fruit. Flivvy wailed and screamed my name as a mix of her juices and her blood gushed into my mouth. Her muscles spasmed, but Chrysalis' magic held her tightly in place.

The Queen leaned her head down next to my ear. I could feel her hot breath against me as she spoke, “Very good, very good. Now, remember when I said I would use lubrication?”

Chrysalis' cock pressed harder against me, and I whimpered into Flivvy's bloody mess.

“I lied.” Her magic grip froze me in place, and her impossibly strong hips pressed inexorably forward. Flesh pressed against flesh, and it was mine that yielded.

New flares of pain erupted from under my tail, bright flashes of 'No!' Lightning bursts of fire shot through deeper and deeper as my insides stretched farther than they could, trying to accommodate the Queen's enormous girth. Of course my body failed, tore open from the inside. There was no possible resistance, no possible adaptation. There was only that monster of a cock having its way with me, and its way was the way of destruction and pain.

But my torture was only beginning, as I soon learned. Chrysalis had not only girth, but length as well ... seemingly limitless length. Every time I felt sure she had bottomed out, finally reached the limit of how much pain her colossal cock could deliver, I found that she was only pausing for a moment and readying herself for the next push. That cock was a fire and a nauseating pressure inside me. This was nothing like the time with Stikka; this was punishment, a ludicrously endowed hate-fucking from the world's foremost master of hate-fucking.

I screamed into Flivvy's blood-soaked pussy, but that did nothing to alleviate the horribly wrong feeling. Things inside me were breaking and tearing – I felt like I would explode.

Queen Chrysalis groaned high above me. She was enjoying this, taking her pleasure from my agony as much as from my body. It made me sick all over again ... or was that the added pressure from her oversized cock flaring wide somewhere between my stomach and my lungs?

When she came, it was like being swept away in a flood-gorged river. I felt the bulge of it travel down the impossible length of her cock as a rolling fire going deeper and deeper inside me until it burst free. Surging torrents of too-hot jism filled me beyond the breaking point. The waves of agonizing nausea in my gut overwhelmed me.

As more and more of Chrysalis' stallion seed surged through me, I threw up. My stomach emptied itself onto and into Flivvy's injured pussy, and I couldn’t help it. I couldn’t stop it and I couldn't move. Even being empty didn't help. I convulsed again and again, dry heaving and drooling leftover filth onto Flivvy's inner thigh. And still, Chrysalis came into me, the force of her orgasm not abating in the slightest. Until ... until my heaves weren't dry anymore. The first one surprised and shocked me. Suddenly, my stomach had more to puke out, something thick and gooey. A sticky wad of Chrysalis' stallion cum forced its way up my throat and out onto Flivvy's waiting pussy.

My Goddess... Chrysalis came all the way through me! And still more surged up, overwhelming all of my body's barriers with its impossible force. But at least now her orgasm was beginning to subside. Each consecutive heave of her warm, sour-tasting seed that passed my lips was smaller, until finally she stopped.

Chrysalis yanked herself out of me, and for a moment I was sure she'd ripped my guts out along with her cock. I had to look back over my shoulder, and even after I saw that there was nothing but cum and blood on the floor behind me, I still had difficulty believing I was still in one piece, however damaged that piece was.

She flashed back into her natural form of the Changeling Queen. “Now, the third part of your punishment is that you will enjoy it.” She turned to the class. “All of you, transform into the largest stallions you can manage. Fuck Buzzik as hard as you can. Do not stop until he achieves orgasm.”

A dozen green flashes came from the class. I spat Chrysalis' bile-flavored cum from my mouth and cringed. Changelings are tough, but it already felt like I was about to die ... how was I going to take this?

“Now...” Chrysalis stepped around me, coming toward Flivvy. “For the other little troublemaker...” She leaned down and whispered something into Flivvy's ear. I couldn’t hear what she said, but it made Flivvy simultaneously cringe away and bloodily orgasm into my face.

* * *

I hung in the air, suspended and spit-roasted between two of my classmates, supported by nothing but their humungous cocks in my mouth and my ass.

They rocked me madly back and forth between the two of them. Their girth on either side of me was a splitting pain, but a pain that had become familiar now. I had internalized it, let it become a part of my world. I was in pain now, that was just my state of being, and it would be forever. I wasn't even sure I wanted it to stop anymore.

Sometime during the hours of being tag-team fucked by my classmates, all in the form of giant pony stallions, I had lost track of how many heavy loads of cum they sprayed inside me. Lost track of time, where I was, who I was, what I wanted... I was the pain now, and the pain was me.

I was barely aware of it when another fellow student emptied himself again into my ass. It was only a momentary extra flare of pain as he pulled himself out, another extra flare when the next one shoved himself in, more splatter of red and white on the floor below.

But something incredible was happening to me. More and more, the pain, the discomfort, the constant need to vomit out my classmates' cum ... those didn't matter anymore. I grew accustomed to them, and they faded into random background noise. They were nothing but incomprehensible gibberish. There was one remaining sensation I could make sense of, though, just one left that hadn't yet faded into oblivion.

I was so very, very aroused.

It made no sense, but there it was. As my classmates pounded into me from both ends, as their pendulous balls bumped my chin and hind legs, my own cock, despite its oozing bite marks, was rock-hard underneath me. It was laughably tiny compared to the pillars of stallion meat sliding in and out of my abused asshole and my cracked lips. Somehow that made everything all the more erotic.

The changeling-turned-pony behind me slapped my ass and laughed. “Holy shit, I think it's actually working.”

“Shut up and fuck him, Zilly,” the other one said.

The one fucking my ass was Zilly? I hadn't had the time to notice which changeling became which stallion. It didn't matter anyway – I knew I had been fucked countless times by every single one of them by now. Well, every one of them except Flivvy. Flivvy was already, mercifully, an unconscious drooling heap. She didn't have to do anything now except soak up some of the filth on the floor. I envied that ... but I didn't envy what had gotten her there so much faster. She'd been forced to take three classmates at a time, of course, rather than just two at a time like me.

But Zilly wasn't done toying with me, making a plaything of my body. “Is he giving you a good blowjob?” She slapped my ass again, leaving another red hoofprint.

In response, the other one grabbed my horn and pulled my head in, shoving himself all the way down my throat. It was a familiar agony now; I hardly noticed it. But I could feel the deep heat of his cock, the mass of it inside of me, his medial ring tearing across my esophagus.

“It could be better,” Zilly said. “Watch this!” She reached her big stallion hoof all the way up to my nose and mashed my nostrils shut.

I couldn't breathe! Sure, I had been gagged almost continuously ever since Chrysalis handed me off to the class to play with, but I had been able to suck desperate breaths through my nose, even when I'd been overcome with snot and tears from gagging on huge pony cocks. But now I couldn’t breathe at all. The first few moments were only panic and fear, nothing more, but my body's needs soon asserted themselves. I heaved, convulsing between the two cocks. My throat spasmed, pulling in and out against my blocked nostrils and not getting anything in return.

The changeling with his cock in my mouth groaned at the feeling of my throat's convulsions. I had thought my throat had given up that kind of thing hours ago, but the lack of air put a whole new urgency to it, and I choked on his thick shaft. I could feel his tip flaring deep inside me even as I began to feel woozy.

When he came, I came. I hadn't expected to, but somehow the utter abjection, the total objectification clicked in a place deep inside me, a desire I'd never known before now. As yet another gut-stretching load streamed down my throat, my own cock bobbed up and down beneath me, spurting pathetically small wads of cum into the huge puddle under our hooves.

I was on the verge of passing out, probably from lack of air, but it could have been from the sheer pleasure. This orgasm was something different. My head spun around it, gyrating through its fountain of pleasure. I could feel my whole body warm as if it was glowing, as if my entire soul was pouring out through my cock.

“Excellent,” Chrysalis said. “Release him.” She'd been watching the whole time, sitting on the edge of the desk, right where I had been when she bit me. That smirking grin she was giving me had been there the whole time as well, but it intensified now.

The stallion in my throat pulled out immediately, spraying his last warm spurts across my face, but Zilly held on for a little longer, which left me dangling from her stallion cock with my face in the filth below. “Queen Chrysalis,” Zilly said, “may I please finish?”

“No.”

“But Queen, I—”

“I said no. He has been through enough for now. You may finish with another of your classmates if you wish.”

With a disgusted grunt, Zilly pulled her cock roughly out of my ass. She gave me one more slap for good measure as I collapsed onto the wet floor.

I lay there, panting for breath and with no will whatsoever to rise or even move. Slow, constant streams of cum leaked from my mouth and from my ass, dribbling out into the puddles. I paid them no mind. I had fallen right in front of Flivvy, and as my peripheral vision began to fade, I was glad to see her one more time.

“You are not finished yet,” Queen Chrysalis whispered into my ear, “but I will allow you a reprieve for medical treatment before we begin the remainder of your...”

The world faded to black, and I knew no more.

* * *

I awoke, slowly and groggily, in the hive's infirmary, wrapped in a soothing cocoon. The pain I had become accustomed to, had assumed would forever be a part of me, was almost completely gone now. It was an incredibly refreshing feeling, being unexpectedly free from it. Goddess, I hadn't even really expected to be alive.

But the changeling doctors were skilled, aided by the best healing spells known to our kind. I could be thankful for that at least.

I turned my head and looked through the translucent green skin of my cocoon. There was Flivvy, in another one right next to mine. It didn't look like she was awake yet, though. But she did look peaceful, healthy. I could believe that she would be okay.

Movement from the other side of the cocoon drew my eyes. Queen Chrysalis stepped up to it. Her eyes were no longer cruel. Harsh, perhaps, but no longer harboring intense malice. She gave me a smile, more of a smug grin ... and there was some pride showing through it. Pride at my sexual accomplishment?

“Good, good, you're awake.” She caressed the outside of my cocoon with her pockmarked hoof. “As I said six days before, your punishment is not yet over. However, you have paid back some portion of your debt, and with admirable fortitude. Still, there remains...”

I watched her closely through her pause. Had I really been out for six days? I would have taken a deep breath, had there been any need to breathe inside the fluid-filled cocoon.

“I have decided to be merciful for the remainder of your punishments. First, of course, you did fail the final exam, so you will be retaking the class as the class gimp. But if you can persevere through the punishment I gave you six days ago, that should not be a challenge. I will consider the punishments you endured that day sufficient payment for ejaculating in my eye.” Her eye twitched one more time, as if in memory of that. “But you must still atone for your impudence in coupling with Flivvy rather than waiting for your judgment as you should have. For this, you will be given one last punishment: you and Flivvy have been given to one of your classmates to serve as sex slaves for a period of not less than two years ... longer if I hear any complaints about your behavior. Is that clear?”

My eyes widened, and she must have seen the implicit question in them: 'Who? Which classmate?'

Queen Chrysalis smiled, she smiled so genuinely that I could really believe she intended to be merciful. She answered with just one word: “Aphin.”