IN PLAIN SIGHT

"Everyone take your seats and lets begin!" A unicorn stallion said aloud as the students filed in for the first period science class. Once the students were properly seated, the unicorn pulled a drop down screen and pointed a pointer stick at the word displayed. "Puberty. Can anypony tell me the definition?" The teacher asked curiously.

Unsurprisingly to the teacher was Sweetie Belle's hoof being the first and only to be raised. "Anypony other than the bookworm who obviously read the book on this subject and ten other variants by different authors?" The stallion remarked aloud in an annoyed tone and sighed when nopony else raised their hoof. "Go ahead, Sweetie Belle." The unicorn said finally as he walked over and sat down at his desk.

"Puberty is the process of physical changes through which a foal's body matures into an adult body capable of sexual reproduction to enable fertilization. It is initiated by hormonal signals from the brain. Though the effects of Puberty varies based on each race of pony. Unicorns for example experience spontaneous bursts of magic as their horn becomes capable of producing magical energies while a Pegasus's wings grow in size to allow flight." The unicorn said aloud as she quoted the text book, word for word.

"Thank you, Sweetie Belle." The stallion said aloud unenthusiastically as he stood up from his desk and walked in front of the chalkboard. "For today's assignment, please turn your textbooks to page twenty. There you will be able to see diagrams of pony male and female pony genitalia. I suggest you study every single part of them well as you will be quizzed on them in roughly ten minutes at which point and time you will be asked to put away the textbook." The stallion remarked aloud before he walked over to his desk, levitated an hourglass, turned it upside down, and said "Begin!" to his class.

Sweetie Belle of course didn't need to study the diagram as she knew them well. Regardless, she attempted to act as if she was studying the pages, that is until she noticed a piece of paper being placed on her desk by the colt next to her. Curiously, she opened the note and read it.

Check this out!

Was all it read. Confused, the unicorn turned to look at her classmate and made an non-verbal confused gesture. Her classmate responded with a non-verbal expression of his own which pointed to the underside of his desk.

Against her better judgement, she purposely knocked her pencil to the floor while making it seem like an accident though given the fact she was a unicorn she could easily use that to pick it up, she had the school's "no magic by students" policy as her defense if she was caught.

Once she had made the gesture to go pick up her pencil, she glanced over at her fellow student and had to stifle a gasp with her right hoof at the sight that beheld her. The colt was stroking his fully erect member under his desk. Sweetie Belle quickly picked up her pencil and sat in her chair to see another note.

Eyecandy?

Was all the note said but Sweetie Belle was fully up to speed with the situation now. With a blush, she quickly scribbled the following words onto the back of the piece of paper:

Are you crazy?!

and No!

and handed the note back to the colt who scowled at her once he read it.

"He was what?!" Apple Bloom asked in shock during the recess of their second period class while they stood in front of their lockers.

"And then he asks me to give him some eye candy! The nerve of these colts I swear!" Sweetie Belle remarked aloud with a blush.

"He asked ya to flash the goods at him? Why didn't ya report his sorry flank to the teacher?" Apple Bloom asked curiously.

"I would of but-" Sweetie Belle began only for the same colt she was speaking of to walk past her, not stopping but grinning just the same.

"Penwood…" Applebloom remarked aloud with a scowl. "Let me guess, he bribed ya." Applebloom added once the colt left earshot.

"Twenty bits and you know him? I've sat next to him in most of my science classes but this is the first time he even acknowledge my existence." Sweetie Belle remarked aloud curiously.

"I'm in math class with him all the concerned time. That perverted colt just don't know when to quit." Apple Bloom remarked aloud her scowl not leaving her facial features.

"What are you two talking about?" Scootaloo asked which startled the earth pony slightly.

"Penwood's got his eye on Belle." Apple Bloom remarked to the Pegasus who now also wore a similar scowl.

"How far along is he?" Scootaloo asked as she opened her locker, placed her math book into the locker and closed it.

"Accordin' to Sweetie, stage one." Apple Bloom replied casually.

"Stages?" Sweetie Belle asked, looking bewildered at the two.

It took a moment but it finally dawned on Apple Bloom that Sweetie belle was not on the same page as she and Scootaloo were. "Oh right, ya weren't goin' here until this year so ya don't know how he works." Applebloom remarked.

"So enlighten me." Sweetie Belle remarked aloud with a mildly annoyed look at the two.

"Okay, so stage one is him cloppin' next to ya in class and askin' ya to show yer goods to him. Since ya turned him down, he's gonna move onto stage two." Apple Bloom explained calmly.

"What would have happened if I decided to show him the goods?" Sweetie Belle asked hesitantly. She wasn't sure she wanted to know but she couldn't help but ask.

"He jumps to stage six. Trying to buck ya in the school locker room." Scootaloo interjected.

Sweetie belle looked over at the Pegasus with a curious look. "How do you know that?"

Upon hearing this question, The Pegasus blushed crimson as she looked away from the two. "I kinda, sorta, gave him a show when he asked me to show him the goods." She remarked shamefully unable to bring herself to look at the two.

"You mean you actually showed him your…" Sweetie Belle began but couldn't bring herself to say the obvious.

"No, she really did give him a show." Apple Bloom remarked with a smirk which caused the Pegasus who hide her face behind her wings in embarrassment and shame.

"Geez, A-B! Did you really have to spell it out for her?! I was embarrassed enough with her thinking I just flashed the pervert!" Scootaloo whined from behind her wings much to the amusement of the farm filly who giggled and the shock of Sweetie Belle who merely gawked at Scootaloo for a few moments longer before she rolled her eyes.

"Scoots, we all know you're a closet pervert, so cut the act." Apple Bloom remarked aloud unenthusiastically after nearly thirty seconds of the pegasus keeping this up.

Upon hearing this, Scootaloo split her wing down the middle and glared at the farm pony. "Doesn't make it any less embarrassing!" She retorted before she retracted her wings back to her sides, her face still very red.

"So what's the next stage?" Sweetie Belle asked with a worried look at the two which caused the two to scowl once more as they looked at one another before they looked back at her.

Before the two could answer however, Sweetie Belle opened her locker to put her science book away only to stumble backward onto her rump with a beat red blush.

Scootaloo and Applebloom looked at the locker door then to their friend. "Wow, that was fast." Scootaloo remarked with a smirk before she looked at the locker door once more.

Sweetie finally managed to recover from the sudden shock and stood up before she looked dully at Apple Bloom. "Let me guess… photos of him flashing his dick?" she said in a tone to match her facial expression.

"Eeee-Yup." Apple Bloom replied in the same dull tone before she turned to look at Scootaloo who was still staring at the photo. "For Celestia's sake, grab the photo already, Ah know ya wanna keep it." She said to the Pegasus with an annoyed expression.

"Who me?! Nah! I've got five copies of this at home!" Scootaloo replied quickly only to regret her words no sooner they left her muzzle and blush crimson once more.

"I'm disgusted… but curious." Apple Bloom remarked aloud in a mildly stunned tone.

"You don't wanna know…" Scootaloo replied dismally as she quickly slammed the locker door shut and sighed aloud.

"Anyways, if this pervert keeps this up, not even twenty bits is going to stop me from reporting his flank to the principle." Sweetie Belle added as the three headed off to the class they all shared, Gym class.

Big Macintosh blew into his whistle signaling for the first group students to begin their gallop around the large field in the back of the school as the rest of the students watched.

"Did Ah mention how much Ah love gym class?" Apple Bloom asked enthusiastically as the three waited their turn to gallop around the track.

"Only like five times already." Sweetie Belle remarked dismally. She didn't "hate" gym class but she hated having to run the track every single day.

Big Macintosh then turned to look at the next group which included the crusaders, blew his whistle loudly at them and pointed to the track.

"I bet five bits that I can beat you around the track." Scootaloo said with a grin at the farm pony who grinned back.

"Yer on!" Apple Bloom replied as the two bumed hooves.

"I swear I'm looking at clones of Rainbow Dash and Applejack when it comes to gym class." Sweetie Belle remarked with a smirk at the two as they took their positions on the track.

The Pegasus and Earth pony simply grinned wider taking the unicorn's remark as the "ultimate complement" which spurred their competitive spirits on even more.

With a blow of Big Macintosh's whistle the two were off in the flash, quickly getting ahead of the group as they raced neck and neck around the track. Sweetie Belle however was content with her brisk yet comfortable pace around the track. In many ways she took after Twilight, just like the unicorn, she had even read a book on racing the day before her first gym class at Ponyville High School.

The unicorn gave a glance around herself as she often did as she jogged around the track, she was just nearing the quarter mark of the track and to her left, a group of students were playing polo, to her right was the middle of the field with many of the students pole-vaulting and in front of her was... nopony as she was often left behind the group and usually last to make it to the finish line.

About five minutes later and the filly was at the halfway mark, the lesser fit students starting to grow close to her as they huffed and puffed aloud as they continued along the track. Sweetie Belle often took this time to take pride in her smart decision to pace herself as she witnessed the students slowing down to her pace but always pushing themselves to outpace her if and when she caught up to them. To her, this wasn't a race but rather a chore. A chore she often took her time to complete. After all, if she wore herself out here then she was going to be in no state for her next class which was none-other than health.

Look out!

A voice shouted suddenly which caused the unicorn to stop and look about herself in confusion. Suddenly the filly's eye-sockets bulged as a body jerking pain surged through her invisible balls as a polo ball connected with them. The filly could do nothing as she fell to the ground with her front hooves covering her jewels which had been brutally shattered by the stray polo ball.

It was about this time that Scootaloo and Apple Bloom could be seen to be the first to rush up to their friend. "Sweetie Belle, are you okay?! What happened?!" Apple Bloom asked worriedly.

"B-Ball… hit… balls…" Sweetie Belle managed to choke out between tears of pain and agony her voice several octaves higher than usual.

"Ball hit balls? What the hay does that mea-" Scootaloo began to ask in confusion looking top the polo ball then to her unicorn until it dawned on her. "Oooh… Ouch." The Pegasus remarked in a sympathetic tone.

It was about this time when Big Macintosh and a few other colts arrived at the scene. "Suck it up Belle! It's not like you got hit in the balls since you obviously don't have any!" One colt remarked aloud in annoyance, clearly thinking the filly was hamming the injury up.

"Eee-Yup!" Big Macintosh agreed with a stern look at the unicorn.

"R-Right! Tell ya what Big brother, I'll help Sweetie Belle up to her hooves while you talk to that other group about the stray polo ball, okay?" Apple Bloom suggested nervously as Scootaloo placed a comforting shoulder on the injured filly.

Big Macintosh looked at his little sister curiously for a moment before he sighed. "Eee-Yup." He said simply as the stallion turned and walked over to the students who had knocked the stray polo ball at Sweetie Belle.

A few colts continued to hang around however much to Apple Bloom's annoyance. "The hay ya still here for?! Don't ya have some laps to be doin'?!" Apple Bloom exclaimed irritably at the remaining spectators who finally left the three in peace thanks to the farm filly.

With the last of the ponies gone, the farm filly turned to comfort her friend. "Ya okay thar, Belle?" She asked sheepishly.

Sweetie Belle who had finally managed to find her voice again snapped a glare the the filly. "I just got hit in the balls! Do I look okay to you?!" She hissed softly as she continued to nurse her jewels which were still aching fiercely at her.

"Right well, no pony other than us knows that. Besides, you still have filly parts so it couldn't have hurt that badly." Scootaloo stated plainly.

Upon hearing this, Apple Bloom walked behind the Pegasus and gave her a swift buck to the loins which caused the filly to fall to the ground in pain herself. "Gee, Scoots. Ah guess ya was wrong about filly's not hurtin' as bad as colts when they get hit thar." Applebloom remarked aloud with a smirk.

"B-Buck you!" Scootaloo managed to choke out as she nursed her sore loins. "I meant that we recover a lot faster than colts!" she added a few moments later.

Apple Bloom merely rolled her eyes at Scootaloo as she reached a hoof out to help Sweetie Belle up. "Come on, Scoots does have a point, we do recover a lot faster than colts do, so ya need to at least act like nothin's wrong even if it still hurts like a bee-sting." She said simply.

With a grunt of pain, Sweetie Belle took her friend's hoof and wearily stood to all fours. "Th-Thanks for covering for me." Sweetie Belle managed to said though one could tell she still was in pain by the sound of her voice.

"That's what friends are for!" Applebloom replied with a smile as she walked along side of the unicorn.

"H-Hey! What about me?!" Scootaloo called out.

"Get up, Scoots. Ah didn't buck ya that hard." Applebloom called back nonchalantly.

"Welcome to health class, fillies and gentlecolts! My name is Ms. Milky and as you all know, everypony must take sex education classes in their freshmen year." A mare who seemed to be wearing what looked like an overly large dress designed to cover her overly large teats remarked aloud in class as she walked back and forth, looking from left to right at each row of students. "So, any questions before we begin?"

Almost immediately a hoof rose. "Yes, Twist?" The mare asked curiously.

"Is it true that the teacher used to pick a two students, one male, one female, to use as live examples for the class?" the filly asked curiously.

Upon hearing this, Ms. Milky blushed slightly before she spoke. "Yes but that curriculum was discontinued nearly twenty years ago. Instead we will be using a video!" She said enthusiastically as she turned the classroom light off, pulled down a drop down screen, walked to the back of the room and turned the video player on which caused a live action movie to begin playing on screen.

YOUR BODY AND YOU!

A SEXUAL EDUCATION PRODUCTION!

Read a big title screen before a cheesy musical score began playing and a mare and stallion were displayed on screen. It was then that a male voice that sounded overly joyful yet polite began to speak.

"This is you! and this is your body! Around this time in your young life, you have most likely begun to notice some funny things going with your body! Well don't fret, I'm here to educate about what your body is doing and tell you that what is happening to you is A-Okay!" The voice exclaimed which was met with a chorus of groans from the class.

The monotone voice continued to on for another ten minutes, the video thus far was so mundane and boring that even Sweetie Belle was struggling to remain awake. That is until the next part of the video began.

"This is a mare's vagina! It can be referred to in many ways but this is where the magic of foalbirth occurs and where the male inserts his penis to mate with the female!" The monotone voice spoke as the image of a blue mare facing away from the camera with her tail to the side, showing off her pussy to the camera was displayed on screen. "Let’s take a closer look shall we?" The monotone voice continued on.

The next image to be displayed was a closeup view of the blue mare's pussy at which point a loud chorus of thumping sounds rang out amongst the male students in the classroom.

"This is my favorite part of these classes." Ms. Milky remarked softly to herself with a smirk as the chorus of thumping noises rang out in the quiet classroom.

Sweetie Belle herself was even memorized by the sight and let out a startled yet soft "eep!" as she felt her own penis impact with the underside of her desk. "Thank goodness the cloaking spell is on or this would be really bad." Sweetie Belle remarked aloud as she casually looked under her desk only to go wide-eyed as her fully erect and visible throbbed against the underside of her desk.

The unicorn's attention was no longer on the video but rather the fact that her secret was at risk of being exposed to any student in class who happened to look under the desk. "Why did the cloaking spell stop working?! Did it wear off? No, that can't be it! It lasts for twelve hours and I cast this spell exactly five hours and twenty minutes ago! Could it be that it stopped working because I got hard? Oh, geez, that must be it!" Sweetie Belle thought to herself frantically.

"Is something the matter, Sweetie Belle?" Ms. Milky asked softly a few feet from herself which caused the filly to snap herself to sitting upright in her seat. "N-No, I just gotta go pee really bad is all!" She whispered back.

"Uh-huh…" Ms. Milky replied knowingly. Or at the very least, knowing of the fact that the filly was greatly aroused by the video but not the throbbing erection that lay hidden under her desk at the moment. "I'm going to have to decline your request to take a potty break however as this video is mandatory for all students." She replied softly much to Sweetie Belle's horror.

She was already painfully throbbing thanks to the first part of the video and not to mention she was at least eighty percent sure she was making a puddle in her chair due to how warm her filly parts felt at the moment. She was sure she was going to explode from both parts if she was forced to sit through the second part. It was going to be hard enough to explain why her seat was wet and she really didn't want to explain why something white and sticky was dripping from the underside of her desk as well!

Luckily for her, she didn't explode but that didn't make things any easier for her as the movie whined down to its end and the lights were flicked on by Ms. Milky.

"Gottareallypeenowsorry!" she said all in one breath as she channeled magic into her horn and teleported out of the classroom.

"Come on! Go down!" Sweetie Belle pleaded with her appendage but it seemed to be refusing to listen to her as it continued to stand proudly as she sat on her toilet seat in the filly's restroom.

The filly's heart skipped a beat as she heard hoofsteps enter the restroom and quickly used her magic to lock the stall door shut. "Miss. Belle, You do realize that using magic, even a teleportation spell is forbidden in school, correct?" Ms. Milky said from outside the stall.

"Y-Yes but I really needed to go!" Sweetie Belle lied as she looked down at her throbbing erection and sighed dejectedly.

A short silence ensued for a short time as if the teacher was attempting to listen hard to what was happening inside the stall. Sweetie Belle wasn't dumb, she knew that Ms. Milky was listening for clopping sounds but Sweetie Belle wasn't about to do that, not now, not in this school! Until now it never really occurred to her how much of an inconvenience this penis would become.

"Very well, class is over in three minutes anyways. See you tomorrow." Ms. Milky said calmly as she left the restroom much to the filly's relief.

Sure enough, the school bell rang throughout the halls and the sounds of students roaming the halls began to fill the filly's ears. No matter how much she tried however, she couldn't will her erection down.

The unicorn was just about to resign herself to being confined to this restroom for the rest of her life until she heard two pairs of hoofsteps entering the restroom.

"Sweetie Belle?" Scootaloo's voice asked curiously from in front of the stall.

"Yeah, it's me." Sweetie Belle replied softly.

"What the hay are ya still doin' in thar? Some of the students from yer class told me you teleported out of the classroom real quick like sayin ya had to go pee and Ah'm sure it don't take this long to empty yer bladder." Apple Bloom remarked in a worried tone.

"You promise not to laugh?" Sweetie Belle asked nervously.

"Of course we won't laugh at ya. What's wrong?" Apple Bloom asked.

"Is anypony else in here?" Sweetie Belle asked worriedly.

"Nope, not a single filly besides us in here." Scootaloo remarked aloud.

Hesitantly, Sweetie Belle undid the lock on her stall and opened her stall door with her magic. "I've got a small problem…" The unicorn remarked with a blush as her two friends gawked in shock as blood pooled to their respective cheeks.

"Looks more like a big problem to me. Ow!" Scootaloo quipped with a smirk only to get a hoofslap to the back of her head.

"Can't ya make it go down?" Apple Bloom asked as she turned her gaze from the appendage. Scootaloo however continued to stare at it a little longer before she forced herself to avert her gaze as well.

"Don't you think I've tried?! I even tried a spell but all it did was make it hurt more!" The unicorn replied, her voice cracking as she looked like she was on the verge of tears.

"Did you try clopping? Ow! Hey, I'm serious!" Scootaloo asked only to get another hoof to back of her head and glare at the farm pony before she looked back at her friend. "Colts usually clop to orgasm to get rid of an erection like that." She continued to explain.

"I-I don't know how. I mean I've read books on the subject but never actually done it before." Sweetie Belle replied with an even deeper blush if possible.

"Well, I'm no expert but I don't think it's going to go away on its own." Scootaloo remarked in a serious tone.

The unicorn looked hesitantly down at her erection, then back to the two then back to her erection. "C-Can I get some privacy?" She managed to with a soft whimper.

"Oh, yeah! Of course!" Apple Bloom exclaimed in a semi-panicked tone as she quickly shoved Scootaloo out of the way and closed the stall door.

Five minutes passed as Scootaloo paced back and forth while Applebloom kept an eye out for any filly who may walk by and want to come in.

"You done yet?" Scootaloo asked impatiently as she stopped in front of the stall.

"I-I'm trying but it hurts and isn't doing anything." Sweetie Belle's voice whimpered from behind the stall door.

"Colts usually use some kind of lubrication so their hooves glide along the shaft instead of rake it." Scootaloo remarked wisely.

"How do ya know so much about colt's?" Apple Bloom asked curiously.

The Pegasus hesitated to respond at first until she sighed and finally spoke. "Magazines." Scootaloo replied sheepishly with a blush.

"What should I use?" Sweetie Belle's voice asked nervously from behind the stall.

Scootaloo had to think on this one for a moment until it came to her. "Okay, this is going to sound really perverted but I have to ask, are you wet?" Scootaloo asked candidly.

"Yer right, that does sound really perverted." Apple Bloom remarked with a glare at the Pegasus before she resumed looked out the door.

At first it seemed as if Sweetie Belle wasn't going to answer that question until a soft squeak came from behind the stall. "Y-Yes." The unicorn replied softly.

"Okay, now what you need to do is lather your hooves in your fluids and use the stuff to clop yourself off." Scootaloo instructed calmly.

"That sounds stupid! There's no way I'm doing that!" Sweetie Belle flustered out from behind the stall.

"Its either that or you find a filly to give you a blowjob! Take it or leave it, yesh!" Scootaloo retorted with a beat red blush.

"Wow, Ah can't believe yer actually getting flustered so much over givin' perverted advice." Apple Bloom remarked with a coy smirk at her friend.

"Oh stick a hoof in it, A-B! Just because I clop to dirty magazines more than you do in a year doesn't mean I like to brag about it!" Scootaloo retorted angrily.

Much to Scootaloo's surprise however, the stall door swung open but Sweetie Belle's small problem hadn't gone away. "You said a blowjob would do the trick right?" The unicorn asked curiously.

"Well yeah but who are you going to get to…" Scootaloo began to ask only for it to dawn on her as she looked into the desperate filly's eyes. "Oh sweet Luna…" Scootaloo remarked aloud as her wings suddenly stood erect.

"What's wrong? Is Sweetie Belle okay?" Appleb Boom asked curiously but before she could get an answer, a teacher walked up to the farm filly. "M-Miss Hooves! How are you this fine afternoon?" The farm filly asked curiously.

"I was on my way to the cafeteria to buy myself a muffin when I noticed you standing here conspicuously. Just what are you up to?" She asked curiously.

Applebloom gave a panicked glance into the restroom only to do a double take when she realized it was seemingly empty with Scootaloo nowhere to be seen. "Ah was just about to head to yer office to ask a very serious question." Apple Bloom replied without thinking.

"Which is?" Miss Hooves asked curiously.

"Um...where do fillies and colts come from?! I-I know what the school says but they skip out on the details!" Apple Bloom said as she gently pushed the mare away from the restroom.

"Are you sure about this? I mean, I don't want you to think that this is your only option. You can always do the other thing I suggested." Scootaloo remarked nervously as she looked at her friend.

"I want this thing to go away and everything else you suggested either sounds too silly or didn't work so what other option do I have?!" Sweetie Belle replied with a mildly annoyed glare at the Pegasus.

"Okay, okay, just thought I'd give you a chance to back out, geez!" Scootaloo remarked as she looked down at the filly's throbbing appendage. "You sure you don't want to-"

"Just suck me off already!" Sweetie Belle snapped angrily, cutting the Pegasus off before she looked guilt stricken. "Oh geez! I'm sorry! I didn't mean to snap at you! Its just that this thing is really hurting and it's driving me crazy!" She added and sighed.

At first the Pegasus was taken back by Sweetie Belle's outburst but given her situation she let the outburst pass and rubbed the back of her head nervously. " Its okay and uh… This is kinda my first time… doing this." Scootaloo remarked sheepishly.

"You know what to do though right?" Sweetie Belle asked nervously as she looked at her friend.

"What? Oh yeah, I mean I kinda know. I saw a lot of mares doing this stuff to stallions in my magazines, plus the videos I watched when my parents were asleep, and wow, this is not how this went in my fantasies." The Pegasus rambled until she realized what she had just said and hid her face behind her wings.

"Wait, you fantasized about giving me a blowjob?!" Sweetie Belle exclaimed in shock.

"Shout it a little louder next time! I don't think the ponies upstairs in room two-hundred and four heard you!" Scootaloo snapped as she retracted her wings to glare at the unicorn before she looked away from her as an awkward silence ensued.

Sweetie Belle was first to break the silence as she cleared her throat and spoke. "So, still kinda getting over the whole you 'fantasizing about giving me a blowjob' thing but homeroom is going to start soon and I can't walk in there with this thing out so…" The unicorn remarked awkwardly.

"What? Oh right, sucking you off. I guess I should get started." Scootaloo remarked as she looked at Sweetie Belle then to her throbbing white penis. "Ya know, I don't I've actually seen you hard like this before, it's kinda hot and-"

"Scootaloo! Come on, please!" Sweetie Belle pleaded with the filly.

"Sorry, just trying to reenact the scene in my head so I can get in the right mindset." Scootaloo remarked sheepishly as she rubbed the back of her head with a nervous smile.

"Oh for the love of Luna…" Sweetie Belle remarked aloud in annoyance as she rolled her eyes and looked away from the Pegasus only to snap her gaze back as she felt something warm and wet envelope the head of her penis.

The filly ran gently ran her tongue along the head of Sweetie Belle's shaft as she gingerly suckled it before she finally began to move her mouth down along the shaft much to Sweetie Belle's pleasure as she arched back and moaned out.

"Oh Scootaloo, that feels so good!" The unicorn managed to moan out as she placed her hooves along the back of the Pegasus's head and began to attempt to shove her down to the hilt.

Scootaloo however gave a loud gagging sound and withdrew completely as she coughed softly. "D-Don't do that!" She sputtered out with an annoyed look at Sweetie Belle.

"S-Sorry! It just felt so good and-and I'm sorry!" The filly apologized with a guilty look at her friend.

"L-look, its fine but lets do this at my pace, okay?" Scootaloo said softly before sighing aloud.

"O-Okay." Sweetie Belle said in an equally soft tone as the Pegasus resumed her oral assault on the filly's shaft.

The filly resisted every urge in her body to grab Scootaloo's head once more and shove it down to the hilt as she moaned out each time the Pegasus rose her mouth up to the head only to dive down even further every few bobs or so. Eventually after the fifteenth time Scootaloo rose her mouth up to the head, she took a large breath through her snout and shoved Sweetie Belle's penis down her throat to the hilt which caused the unicorn to arch up and moan out in sheer pleasure.

Scootaloo meanwhile was resting her mouth at the base of Sweetie Belle's shaft, trying to get her throat used to the size and girth of the filly's appendage. Once she was confident that she was used to it, she began to raise her mouth up again to the head of the filly's penis only to shove it back down to the hilt again, picking up a steady rhythm as she ran her tongue along the shaft as her mouth stroked the throbbing member.

Sweetie Belle's mouth hung agape, all her senses dulled with the exception of the sheer pleasure coursing through her body at the moment with each time Scootaloo's mouth bobbed up and down along her shaft. She had no idea this would feel so good and by Celestia, she was loving every second of it!

Unknown to Sweetie Belle however, the Pegasus had a hoof between her hind legs as she stroked her soaking wet flower in sync with each and every time she dove Sweetie Belle's shaft down her throat. The pleasure in both fillies was quickly mounting to their respective breaking points.

"Sc-Scootaloo, I think I'm close to cumming!" Sweetie Belle managed to choke out between moans.

Upon hearing this, the filly withdrew her mouth off the unicorn's shaft and smiled at her. "So am I." She said between pants.

"Y-Your clopping?!" Sweetie Belle exclaimed in shock as she looked at the Pegasus who merely extended her tongue and licked a small strand of pre-cum off the filly's head which caused Sweetie Belle to shudder and moan.

"Of course, you really think I'm just gonna sit here and get you off and not myself too?" Scootaloo replied with a coy grin.

"I guess not but- Oh sweet Celestia!" Sweetie Belle began to say only to moan the next three words out as Scootaloo took her shaft down to the hilt once again and began to run her mouth up and down at a much faster pace than before as her hoof-strokes to her dripping flower increased just as much so.

Scootaloo's new and faster pace drove the unicorn over the edge as she instinctively placed both hooves on Scootaloo's head and shoved her shaft down the filly's throat to the hilt as her filly-cock exploded warm milk down the Pegasus's throat and into her stomach.

Not long after Sweetie Belle's orgasm began, Scootaloo gave a high pitched moan as her own flower began to convulse and gush its filly juices onto the restroom floor, a loud sound very similar to a faucet gushing water into a sink at full blast rang out in the filly's restroom as her fluids streamed from her flower to the cold stone floor at first but quickly dulled to a soft dripping sound as her orgasm neared its end while she continued to swallow stream after stream of Sweetie Belle's spunk until with a final grunt, the filly's shaft gave one last feeble squirt and Scootaloo pulled her mouth off Sweetie Belle's penis and allowed herself to collapse onto the floor.

"H-Hey, you okay down there?" Sweetie Belle panted out.

"J-Just recovering is all and Th-That was so awesome!" Scootaloo managed to choke out as she rose a hoof up into the air to signal she was okay.

Apple Bloom backed out of Miss Hooves' office as she spoke. "Th-Thank you for that most interesting explanation, Miss Hooves! I'm sure the stork will visit me when I'm ready for it to!" Apple Bloom said quickly before she slammed the door shut and let out a sigh. "Wow, no wonder her nickname is Derpy among the other students!" Apple Bloom remarked aloud followed by a dejected sigh and headed back to the filly's restroom only to see Scootaloo and Sweetie Belle meeting her halfway.

"What happened to you two? I looked behind myself and didn't see Scootaloo anywhere, and why do you two looked so flushed and why the hay do ya'll stink like-" Apple Bloom began to question until the obvious dawned on her. "Oh sweet Luna…" She remarked aloud in shock at the two.

"This goes to our graves, you got it?" Sweetie Belle remarked aloud with a stern glare at the other two.

"Yep!" Apple Bloom replied quickly.

"Of course!" Scootaloo chimed in just as quickly.

Though none of the three knew it at the moment, a change had occurred in the unicorn.

Just as the three turned the corner, Featherweight watched them walk out of sight as he held a camera in his hooves, gawking at Sweetie Belle in shock.

Sweetie Belle… Has a dick?

Author's Note

Two chapters in one day! Whoo! I'm on a roll!

Proofread by: TheGreatEater