Sex Ed: Pony Style

Scootaloo had to shake her head to clear her thoughts. She couldn't afford to let herself be distracted right now, not if she was going to beat her self-imposed challenge. And since her cock was soft and already tucked almost all the way back into her sheath again, she'd need to find a colt next. The only one left on her list was Featherweight.

After a quick glance around, she spotted him. He was leaned up against one of the desks at the edge of the room, caressing Silver Spoon's mane as she extravagantly sucked his cock.

Nothing could stop Scootaloo when she was on a mission. She marched right up to them, pulled Silver Spoon off of him, and pushed him over onto the floor.

“Hey, you can't do that,” Featherweight protested. “Me and Silver Spoon were in the middle of—” He just groaned as Scootaloo hopped on top of him, straddled him, and dropped her pussy right down onto his cock. She took it inside herself with perfect ease, and her inner walls quivered with the now-familiar sense of fullness. Even though Featherweight couldn’t quite measure up to Pipsqueak's proportions, he still filled her nicely.

“Scootaloo!” Silver Spoon flicked her tail and pounded both her front hooves on the wooden floor. “Ugh! That's just... Ugh!” She stomped off, then stormed right back. “How am I supposed to handle this? First I'm stuck with that lazy bum of a pegasus who won't leave my room, and now you come here and take Featherweight's dick away from me? Aaah! What am I supposed to do now, huh? I have needs!”

Scootaloo just absorbed herself in the zen-like pleasure of rocking back and forth on Featherweight's cock. She mostly ignored Silver Spoon's indignation, but when she noticed that the feeling of Featherweight inside her was starting to get her cock hard again, an idea occurred. With a magnanimous smile, she gestured down at her own crotch, where her balls were resting against Featherweight's chest.

“You can't be serious.” Silver Spoon rolled her eyes. “You come here and steal my stallion, and now you want me to suck your dick while you’re still on top of him?”

Scootaloo shrugged. “Well, if it's a dick you want, I can help you with that...”

“Ugh, you're impossible!” Silver Spoon shook her head dismissively ... but she did take a step forward ... and then another.

As she stepped over Featherweight's face, she shot him a dirty look. “And don't think I'm letting you off the hook either, buddy. You're going to make up for this – right now.” She pressed her rump down on his face, swamping his muzzle with her sopping-wet pussy, and she didn't let up on the pressure at all until he started pleasuring her just the way she wanted. “And you...” She looked up, her face almost touching the limp tip of Scootaloo's cock. “I happen to know where Diamond Tiara stashed a couple of ... items in the schoolyard. Just you wait and see what the two of us are going to do to you once class is over! We're going to—”

Rather than allowing Silver Spoon to finish her threat, Scootaloo grabbed her by the braid on her mane and shoved her down. Despite all her talk, she took Scootaloo's cock in her mouth like a good little filly, sucking down the exposed length eagerly and rubbing Scootaloo's balls with her hooves to help coax out even more for her to suck on.

It didn't take long for Scootaloo to return to full arousal, her cock growing inside Silver Spoon's throat ... and not once did Silver Spoon come up for air. Scootaloo's cock was all but invisible, every inch of it passing between Silver Spoon's lips the moment it emerged from its sheath.

And Featherweight wasn't slacking, either. He slathered Silver Spoon's pussy with everything he had, making the filly moan around Scootaloo's cock ... and he didn't neglect Scootaloo, either. Despite the distraction of Silver Spoon sitting on his face, he managed to grab Scootaloo's hips and guide her rhythm while matching it with his own. His cock glided and moved so perfectly inside her, hitting all the right spots, but without the overwhelming intensity of Pipsqueak's massive girth.

But just as Scootaloo was really starting to get into it, Twist came up to them. It looked like she'd managed to get a couple more orgasms worth of cum on her, and yet she seemed hungry for so much more. “Do you thuppose I could have thome?” she said, posing in a cute, innocent way that was only slightly ruined by the cum dripping off of her.

Silver Spoon shook her head as much as she could with a pony cock in her throat. “Uh-uh.”

“Come on, pleathe? Every other colt ith too tired.”

As Silver Spoon shook her head again – which Scootaloo decided felt very interesting, Scootaloo glared over at Twist. “Hey, I'm not a colt.”

“Clothe enough,” Twist said. Without asking for Silver Spoon's permission again, she went down and started licking the curves of Scootaloo's balls.

Silver Spoon tried to push her away, but that didn't help her cause – she had to rise up a little bit in order to get leverage, and instead of fighting for Scootaloo's balls, Twist just went all the way and pushed Silver Spoon up off of Scootaloo's cock entirely. She had that cock down her throat before Silver Spoon could even say a word of protest.

Of course, that didn't last for long. Silver Spoon yanked her off and went down herself, only to be pulled back away.

Scootaloo grinned and relaxed, holding still and letting Featherweight move inside her as she watched the two fillies fight over the right to suck her cock. The two of them slathered all over her, pushing each other's tongues to the side with their mouths, sometimes shoving the other one deeper on Scootaloo's cock as retribution for one crafty trick or another. And of course, every moment either of them had it in their mouths, they went all out, desperately trying to tease out Scootaloo's cum ... as if collecting that cumshot would be the way to decide who 'won' between the two of them.

It was nearly as enjoyable as when Cadance had been helping her with Pipsqueak and Berry Pinch, but when Scootaloo looked up and saw Sweetie Belle, she knew she couldn't let this competition last.

Sweetie Belle was just standing there, all alone, at the edge of a little cluster that involved Dinky and Berry sixty-nining each other while Pipsqueak and Rumble had their way with them from either end. All the other ponies in the room seemed to be busy elsewhere, leaving Sweetie Belle out in the cold. Her muzzle showed some hints of slick wetness, so she must have had some action so far ... but even so, there was no way Scootaloo was going to let one of her best friends end up so lonely.

With almost impossible strength, Scootaloo pushed both Silver Spoon and Twist off of her, then rose up off of Featherweight's cock. All three of them groaned and whined, but the moment she stepped away, both of the fillies turned their attention on Featherweight, seeming to forget her entirely.

Sweetie Belle didn't seem to notice Scootaloo approaching behind her ... not until Scootaloo tapped on her shoulder.

It made Sweetie Belle jump to the side, but the moment she saw who it was, she instantly relaxed. “Oh... Hi, Scootaloo.”

Scootaloo smiled back. “Have you been having a good time?”

Shuffling her hooves, Sweetie Belle shrugged. “I guess so...”

“But it could be better, couldn't it?”

“Yeah...” Sweetie Belle glanced away. “I mean, it's fun, I guess. I don't know what else I expected... There are a lot more fillies than colts in this class.”

Yeah, it should be better for her. Poor Sweetie Belle! Thankfully, Scootaloo had just the thing to cheer up a horny, unfulfilled filly. “You know ... I could help make today a little better...” She turned to the side a little, showing off her hard, dripping-wet cock.

Sweetie Belle's eyes went wide. “Wait... I could, we could... With you? Ohmygosh! Really? I'd never thought of you like that. Could we really do, um ... that? With each other?”

“Sure we could!” Scootaloo reared up a little, showing off even more.

“But... What about our friendship? Won't that make things kind of weird between us...?”

Scootaloo shrugged. “I already did Apple Bloom, and that didn't make things weird, did it? If it feels good and we both want to, why shouldn't we?”

That finally got a smile out of Sweetie Belle. “Yeah ... why shouldn't we!”

“That's the spirit!” Slowing down a bit, Scootaloo came up close to Sweetie Belle, reaching up to caress her cheek. “You and I are best friends ... why shouldn't we make each other happy?”

The kiss took them both by surprise, even though both of them expected it. But why shouldn't their lips meet, why shouldn't their tongues dance with each other, and why shouldn't they pull each other as close as two friends could?

A moment later, their kiss broke apart. Both of their tails flagged high, and Scootaloo's cock bounced up and down eagerly against her belly. The two of them were frozen for a moment, staring into each other's eyes, but only for a moment.

Then came the mad scramble – Sweetie Belle turning around and Scootaloo jumping up onto her back. Scootaloo's cock slid up between Sweetie Belle's plush ass cheeks, trailing across the slit of her perfect little pussy as it winked open and kissed Scootaloo's shaft. After a few trembling adjustments, Scootaloo finally got her tip lined up with her friend's entrance.

Scootaloo nuzzled against Sweetie Belle's neck. “Are you ready?”

“Are we... Are we really going to do this?”

Before answering, Scootaloo pressed forward. Her cock, slick from half a dozen other ponies, wedged its way between Sweetie Belle's pristine pussy lips and slid a little way into her slick tunnel. Scootaloo held her tight. “Why shouldn't we?” she said, giving another thrust that slid her deeper into her friend's incredible warmth.

Sweetie Belle squealed at the penetration, arching her back and sticking her ass up, taking as much of it as she could, as much of it as Scootaloo would give her. “Yes!” She gasped for breath. “Why did it take us so long to do this?”

“Saving the best for last,” Scootaloo whispered, pushing more of her stiff length into Sweetie Belle's welcoming depths. She could feel Sweetie Belle's silky pussy quivering, her clit winking, her heart pounding.

It wasn't long until Scootaloo bottomed out inside her. Thighs met ass cheeks with a nice little slap, just at the moment Scootaloo's sheath kissed her pussy lips.

Sweetie Belle moaned. “We should do this every day...”

“Maybe,” Scootaloo said as she slowly drew herself out again, preparing for the next thrust. “You'll probably have to share me with Apple Bloom, though.”

Scootaloo's next thrust bumped Sweetie Belle forward, making her squeak.

But Sweetie Belle held in place, pushing back and taking as much of her friend's cock as she could. “Deal! I can share.”

Grinning, Scootaloo started fucking her in earnest, slapping herself against Sweetie Belle's soft ass cheeks. She was so tight and supple inside... Scootaloo could feel every inch of her sliding across her own love-slick cock.

And yet ... despite all that she'd already gone through today, this moment, this beautiful chance to finally consummate a friendship that should have become something more long, long ago, was the most erotic thing that she'd done all day. She could already feel the pressure building, already feel the head of her cock flaring wide inside Sweetie Belle's soft heat.

“Sweetie Belle,” she huffed out. “I'm gonna... I'm gonna—!”

“Do it!” Sweetie Belle answered. “Cum inside me! Fill me up!”

But Scootaloo didn't, not yet. She could feel the way Sweetie Belle's pussy was tightening up even more, the twitches in Sweetie Belle's legs, and the way she was breathing. If she could only last a few more moments...

“Aaaah!” Sweetie Belle's ear-splitting squeal filled the room as she finally came, her filly juices dousing Scootaloo's balls and thighs as she let loose a frenzy of prodigious squirts.

When she felt that, Scootaloo let herself go as well, and she finally stopped holding herself back. Just a couple more thrusts, not even long enough for Sweetie Belle's orgasm to end, and she hit the point of no return. She jammed herself as deep inside her friend as she could and held on for the ride as her cock pulsed thick streams of cum deep inside, as her pussy flowed freely, clenching down on nothing.

The two of them quivered and shook together, weathering the storms of each other's orgasms as they gave each other everything they had. Sweetie Belle's clit winked out in time with the heavy throbs of Scootaloo's cock, welcoming the pulsing streams of filly cum as they pumped in, deep and hot.

Both of them gasped for breath by the time Scootaloo began to pull out. But just before the tip of Scootaloo's cock popped out, a new force stopped them and held them in place.

Without either of them noticing, Apple Bloom had come up next to them, and now she held them in place with her strong earth pony hooves. Only after her face was in position underneath and between them did she allow Scootaloo to finally pull out.

Apple Bloom easily caught the stream of cum that escaped from Sweetie Belle's pussy, quickly gulping it down and moving on to Scootaloo's cock, which she took into her mouth and licked clean quickly and eagerly. Scootaloo moaned as Sweetie Belle turned around to kiss her again, even while Apple Bloom still suckled her from below.

After she'd had her fill of her friend's leftovers, Apple Bloom stood back up and pulled her two kissing friends close. Her mouth was still coated with Scootaloo's cum and some of Sweetie Belle's juices, but she pulled both of them in for a three-way kiss anyway.

Scootaloo floated on a cloud made of bliss as she made out with her two friends, even if it was full of the taste of her own cum ... especially because it was full of her own cum. She just couldn't get enough of these two wonderful fillies, and it was the most beautiful thing in the world that their mouths should taste like her cum.

But, of course, the kiss did eventually have to end. They had to breathe, after all, especially Scootaloo and Sweetie belle, still panting from their orgasms.

Apple Bloom grinned at them and licked a dollop of cum off of her lips. “I heard what y'all were sayin' back there, and Scoots is right – you two are gonna have to share with me!”

Finally allowing herself to give into exhaustion, Scootaloo flopped down on the nice, cool floor, enjoying the feeling of Sweetie Belle and Apple Bloom gently caressing her.

As she looked around, she noticed that a lot of the other school ponies were in a similar state. Even Princess Cadance lay sideways across her desk, apparently asleep, with dribbles of cum leaking out from both ends.