Cheerilee smiled warmly at all her lovely students as they slowly filed into the classroom. She was used to towering over everyone here, but today she didn’t. Not when she stood next to Princess Cadance. It was a nice change of pace, actually. And she had to hand it to the Princess – there wasn’t a single clue in the classroom that suggested what had been going on here for the last week and a half. All the accouterments on her desk were right where she expected them to be, there were no mysterious scratches on the furniture or stains on the floor, and there weren’t even any musky smells lingering. The Princess must have done a fantastic job of cleaning up.

It was certainly a lot better than some of the other sex ed teachers she’d had. Really quite impressive. She hoped her humble little school would get Cadance’s attention for the next class of students, too. The happy looks on the young ponies’ faces told Cheerilee everything she needed to know about Cadance’s skill as a sex ed teacher. Not bad. Not bad at all. And with not a trace left in the classroom – wondrous!

Well, no. There was one bit of evidence about what had just happened here: one of the unicorn fillies came walking into the classroom completely devoid of hair. No fur, no mane, no tail, no anything. Just bare skin! It was hard to even recognize her, with her fur colors and cutie mark pattern missing ... but the pink horn gave it away.

“Berry Pinch?” Cadance said, her voice cracking a little. “My goodness! What happened to you?”

Berry blushed – it was very evident on her furless face. “I just, um, got a little carried away with my homework. But Button Mash really seemed to like it!”

Cheerilee glanced over at Button, who actually hadn’t been late to class for once. He simply nodded. His eyes never left Berry Pinch’s extravagantly naked body, not even for a moment.

Well ... as long as they were enjoying themselves. Still...

She leaned over toward Cadance. “Just what have you been teaching these little ponies?”

“Oh, you know, just a few fetishes and things. I never expected any of them to take it that far...” At least the Princess had the decency to look a little embarrassed at her student’s excess.

It made Cheerilee wonder what kind of excesses the other students might have been getting into ... ones that might not be as obvious at first glance... “Really, Princess – Depilation? Isn’t that a little advanced for ponies so young?”

“A good teacher makes for advanced students.”

Oh, the smug look on Princess Cadance’s face! Still, Cheerilee figured she couldn’t complain too much. It was nice having a vacation from teaching all the time. And she’d hate to have to teach sex ed herself. She’d known all these fillies and colts since they were very young, and it would be much too difficult for her to accept that they were old enough to get involved in ... whatever it was they were getting involved in now. It didn’t even bear thinking about.

Instead, Cheerilee did a quick headcount. Yes, it seemed that everypony was here, and nearly all of them in their seats already. If nothing else, Cadance’s sex ed lessons seemed to have improved the class's attendance and punctuality!

“Thank you for taking care of them all.” She nudged the Princess slightly. “I think you did a wonderful job ... hairless fillies notwithstanding.”

“It was my pleasure,” Cadance whispered back. And seeming to take that nudge as her cue, she stepped up in front of the teacher’s desk and addressed the class, “Good morning, everypony.”

The students’ responses all blended together into an unintelligible – but enthusiastic reply. Cheerilee could only dream of such enthusiasm most days...

“As I’m sure you all know,” Cadance continued, “today marks the end of our sex ed lessons.” A few unhappy sighs came in response. Cadance smiled anyway. “And soon you’ll be back to your lessons with Miss Cheerilee, back to...” She looked over toward Cheerilee.

“Pre-Nightmare Equestrian history,” Cheerilee provided.

“Pre-Nightmare Equestrian history.” Not even the sparkling tone in Cadance’s voice could bring more than a groan of dismay from the fillies and colts at their desks, but Cadance soldiered on. “Oh, don’t be like that. It’s a fascinating period in Equestria’s history, and has lots of lessons we can learn from today as we get used to having two princesses again.”

Silver Spoon raised her hoof from the front row. “But we have three princesses now. Four if you count Twilight Sparkle!”

“True,” Cadance said. “And Twilight absolutely does count. Never forget that. But still, learning our history can teach us a lot.” A couple more hooves raised up, but Cadance ignored them. “I’ll let Miss Cheerilee handle all the details of that kind of lesson. Even though I’m a princess myself, I’m hardly an expert.” She smiled sweetly; the raised hooves went down. Even Cheerilee had to admire the way the Princess handled these young ponies. “What I do want to make sure I say before you get back to your usual studies is that I have been very impressed with all your good work in your sex ed lessons. Top marks for everypony – and I’m not just saying that. You fillies and colts have been exceptional, and every single one of you has done a wonderful job in your studies, both inside and outside the classroom.”

Yes, the Princess truly did know how to handle them, didn’t she?

“And for one last reminder, the contraceptive spell I placed on all of you is currently set to last until your marriage vows, if you ever choose to get married. If you want to remove the spell before then, just about any unicorn should be able to dispel it for you. And if you want to keep it active after then, that’s possible as well ... though only certain unicorns are talented enough to renew the spell. I wish all of you a wonderful time as you continue to learn and expand your knowledge of intimacy – there’s far more to learn out there than what we covered in the last eight days of class, after all. And I wish you all the best of times with your special someponies, whoever they may be.”

Remarkable... Every single student in the class had an absolutely beaming smile. Despite her cutie mark and the best of her intentions, Cheerilee rarely saw such a sight. It was unusual for any particular subject to spark interest in every single filly and colt. Oh well ... such was the life of a teacher...

Cadance took a slight bow. “Remember to be on your best behavior for Miss Cheerilee for me.” She glanced harshly at Dinky and Featherweight, who had already started making out with each other in the back of the room. “No more practicing in the classroom, not without Miss Cheerilee’s permission. We wouldn’t want to distract from your lessons.” Cadance started heading for the door, drawing the lustful eyes of all the students as she went. “Goodbye for now, everypony.”

“Goodbye, Princess Cadance,” the class said sort of in unison.

Now that Princess Cadance was gone, Cheerilee sat down behind her familiar desk and opened the book on top of it. “Good, good. I’m glad you all had a wonderful time with Princess Cadance. Now if you’ll all turn to page one ninety-two...”

The collective moan of despair that came from all the young ponies in front of her was a bit disheartening ... but also familiar and comforting in a way. A vacation in Las Pegasus was nice and all ... but this was where she belonged, and where she truly felt the most comfortable. Right here in Ponyville’s schoolhouse with her students. Right where she should be.

They would just need a little time to get back into the routine of learning their more mundane subjects...

* * *

Braeburn hauled his wagon with suitcase and precious saplings to the train station with a smile on his face, even though the Ponyville Apples had all been too swamped with delayed farm work to see him to the station. It was alright. He knew as well as they did that a whole lot of work on the farm had been put off until later while the water was out. Well, now it was ‘later’ and all that work had come due. And besides, he knew the way to the train station perfectly well all by himself.

Why wouldn’t he smile? He had a wagon full of new apple varieties to plant, and he’d finally gotten a real shower once the water problem had been fixed. His trip to Ponyville was a success, he was feeling fresh and sparkly. Why ... he might almost start whistling a tune if he got any happier!

As he approached the station, though, things took a turn toward ... well, toward being awkward and uncomfortable.

Right at the edge of the station was a small grey filly pushing a lanky green stallion toward him. “There he is, Zephyr!” the filly said. “I told you he was pretty! Now go get him!”

The green pegasus stallion stopped in his tracks. “Ooh... He is nice...”

“See, I told you!” The little filly said. She looked a little familiar... Oh! She was the one who’d come up to him when he’d first got off the train. What was her name again? Silver something. And she’d wanted some very inappropriate things that he wasn’t willing to give. Never mind how he’d ended up giving some of those things to his very own cousin later. That was best not thought about. Just something one did for a fellow Apple in a pinch.

Still, he was pretty sure that this little grey filly was nothing but trouble ... and the stallion she was with was probably even more trouble ... even if he was kind of cute, in a disheveled way.

There was no avoiding it as the filly pushed her stallion friend right up to Braeburn. What was she thinking? Trying to make it up to him by giving him a stallion, since that’s what he said he wanted? Was this still part of her sex ed class? Braeburn sure didn’t remember anything like that in his sex ed class. Of course, that was back before Appleloosa even existed ... maybe things had changed since then...

“Uh... Howdy,” Braeburn said, already backing away a little as the new stallion was shoved into his face.

The pegasus stallion just blushed. A little tongue-tied?

The filly sure didn’t have any problems speaking, though. “Hi, Braeburn!” she said. “Have I got a treat for you! This is Zephyr Breeze. He’s really, um, sweet. And he likes stallions almost as much as he likes mares. Said so himself. And he’s all yours!”

He’s what now? “Uh, hi, Zephyr.” Braeburn gulped. Since when had Ponyville gotten so gosh-darn weird?

“Alright then – it’s settled,” Silver said. “You just go along with Braeburn to Appleloosa.”

“Now hold on there, little filly,” Braeburn said, catching her before she could run off. “Who said anything about taking anypony to Appleloosa?”

“Come on!” The filly looked up at him with pleading eyes. “Please just take him! He’ll suck your dick the whole way there, I promise!”

Zephyr Breeze cleared his throat. “Uh, no. I said I don’t mind messing around with stallions a little, sure. But receiving blowjobs – not giving. The Z does not reciprocate. Oh, and only if he swallows. If he spits it out, that's just rude.”

Braeburn looked over at him sidelong. “Uh-huh... Yeah, he sounds real ‘sweet’...”

“He’ll do it.” The filly said firmly. “Just take him, okay?”

“And don’t I get any say in this?” Braeburn shook his head a little. “Just because I like stallions doesn’t mean I want just any stallion who comes along.”

Standing up on her hind legs, the filly came closer and whispered in his ear, “Please please please! I need this! Ever since I invited him over for my sex ed homework, I can’t get him out of my house, out of my room! Every time I kick him out, he’s right there back again! Please just take him! It’s kind of your fault anyway, right? If you had just helped me with my sex ed homework that day, I never would have brought Zephyr home in the first place!”

“That is not my fault,” Braeburn said firmly. “And besides, if he’s that bad, then why would I want him around?”

“He’ll suck your dick.”

“No I won’t! I never do that.” Despite his words ... there was a little flicker in his eyes as Zephyr said that. Braeburn knew how to spot a liar when he saw one. That colt was probably real good at playing the flesh flute, wasn’t he? The sensitive-looking ones always were...

The train blew its whistle. It’d be leaving soon ... so so would Braeburn. “Look, little filly,” he said, “I’ve got to be on that train, so it’s time for me to—”

“I’ll give you my allowance money!” she blurted out desperately.

Braeburn rolled his eyes. “I don’t need some little filly’s allowance. I’ve got plenty of—”

She whipped a pouch up from her saddlebags. A clinking pouch. A big pouch. A heavy pouch. “These are all the bits I have saved up. I don’t care if you keep him tied up in your basement and do whatever you want with him – just please take him to Appleloosa with you!”

“Hey!” Zephyr objected ... nopony paying him much mind.

Wow... That would be a lot of bits. Especially in a town as small as Appleloosa. And maybe Zephyr Breeze wouldn't be that bad to deal with ... if there was an experienced wrangler like Braeburn there to tame him...

“Please,” Silver insisted.

With only a moment to decide, Braeburn snatched up the bag of bits. “Alright, buttercup,” he said to Zephyr Breeze. “Help me get these saplings loaded before the train leaves!”

Zephyr looked heartbroken. “You mean ... manual labor?”

“Eeyup!” Braeburn started hauling the wagon again. “It’s a done deal. Now come on.”

“Giddyup!” Silver slapped Zephyr on the butt to get him going.

Despite the slap, Zephyr merely plodded on ... kind of next to the wagon. Not really helping in the slightest. Oh boy... Bag of bits or no bag of bits, what had Braeburn just gotten himself into? Hopefully this colt would be better in bed than he was at hauling wagons...

* * *

Princess Luna checked the Night Court docket one last time. Due to Luna’s intimidating nature, Night Court was already less busy than day court, as a rule, but tonight was a particularly light load. Only five names in total, with four of them already crossed off. Only one remained: ‘Pipsqueak’.

Not the mayor of anywhere, no rank or title, no company association ... just ‘Pipsqueak’. So strange... Such a short name, compared to the titles and honorifics all the others had tacked onto their names in order to gain a royal audience. Not that they needed to. Luna always had ample time for the few petitioners who sought out the Night Court ... but it seemed that most of them still felt the need to add such things. Perhaps such self-aggrandizement was necessary to gain an audience in the much busier day court? Mentally – though of course showing no external sign, she was too poised for that – she shrugged. ‘Pipsqueak,’ though ... why did that name sound familiar? She couldn’t recall meeting any nobleponies of that name ... perhaps it was one of her own bat pony guards? Many of them had 'squeak' in their name...

Oh well. The sooner she heard this last petition, the sooner she could get on with her other duties of the night, the sooner she could step into the dream realm for her real work of the night.

“Send the last one in,” she told her bat pony guards.

The moment the big throne room doors opened and the very small colt walked in, she immediately remembered why she knew his name.

“You!” she said, forgetting herself and forgetting her royal decorum. “You are the colt from Ponyville – the one who convinced Us to retain the tradition of Nightmare Night!”

He blushed and nodded. “Um, h-hi, Princess Luna.”

Luna smiled in return, though she did force herself to regain some of her regal demeanor. Appearances had to be upheld, after all. “What trouble brings you to my court, young stallion? If it is within my power, I would see your troubles eased. We owe you a great debt. Without you, We may have spiraled into the despair and reclusive loneliness of a monster reviled. You saved Us that night, and if We can ever repay such debt, We shall.”

That seemed to leave the poor little colt entirely speechless. Oh dear ... had she accidentally intimidated him with her overly effusive speech? Her sister had been telling her how much modern mannerisms and speech might help improve her public image... Now she wished she’d put more effort into that. She was improving, yes, but perhaps not fast enough.

For a long, discomforting moment, nopony spoke. She dearly hoped she wouldn’t have to order him to speak, as she did for so many others. That would be the wrong tone entirely!

Finally, though, he spoke of his own accord, “I, um... Princess... I... I came here to...”

Another pause.

“Yes?” she prompted.

“Princess Cadance was teaching all of us about love and, I, um... during one of the lessons I realized...” There was a long pause again as he gulped and trembled, obviously forcing himself to continue. “I-REALLY-REALLY-LIKE-YOU-AND-YOU’RE-MY-FAVORITE-PRINCESS-AND-WOULD-YOU-PLEASE-PLEASE-PLEASE-GO-ON-A-DATE-WITH-ME?”

The Night Court rang in deafening silence for a moment after his forced outburst. Pipsqueak stood there with all four hooves braced and his eyes squeezed tightly shut, as if waiting for her to smite him on the spot for the impudence of such a request.

She just smiled, though. “Oh? How precious...”

* * *

Lyra Heartstrings hummed absentmindedly, watching a certain something from the corner of her eye. She and Bon Bon loved to sit on this bench and watch the ponies in the park, but things were a little different today. Lyra was focused on two young ponies in particular, though she didn’t dare look directly at them – that might spook them into stopping what they were doing, and that would ruin the show.

“Ugh,” Bon Bon said with a flip of her mane. “Do you have to watch them? You don’t even like stallions. Or colts. Just mares, right? So why do you want to watch one of them do ... that?”

“Hm? Watching what?” Lyra grinned. “I wasn’t watching anything...”

Bon Bon shook her head. “You can be a real perv sometimes, you know that?”

“That’s what you love about me! And besides, they obviously want somepony to watch. Why else would they be doing it right here in front of everypony?”

Though Bon Bon heaved a deep sigh, she was otherwise quiet ... quiet enough that Lyra was actually able to hear the young ponies’ voices ... as long as she strained to pick theirs out from the crowd of other ponies wandering around the park.

“Do ... do we have to do it here?” the beige pegasus colt said, even as he mounted his filly. “I think... I think that pony over there is watching us!”

Lyra quickly looked away, as nonchalantly as she could.

The grey filly pressed herself back against him. “Give it to me, Featherweight. Please! Let them see – let them see you claim me. It’s so hot... I want everypony to know I’m completely yours! Not just the class, everypony!”

Though Lyra couldn’t quite see the business end of things from this angle, she could pretty much guess that now was the moment the colt’s cock first slid into the filly’s pussy, just judging from the filly’s facial expression. The way her eyes went wide. The slight shudder that ran through her. Oh yes. Very nice. Lyra inconspicuously rubbed herself against the park bench. Bon Bon rolled her eyes.

But Lyra wouldn’t let anything distract her from watching these two young ponies. Goodness! He was so animalistic in the way he mounted her, biting down on the base of her mane, hunching his little back and flapping his little wings in order to give it to her absolutely as hard as he could... Hm, had what the filly said gotten to him? Was he claiming her for all to see? Lyra bit her lip a little.

As the young ponies copulated right there in the park, Lyra soon wasn’t their only audience. She noticed a few more ponies who were no longer strolling, no longer shopping in the nearby market stalls, no longer playing catch. Sure, they all pretended not to be watching the filly and colt together, not quite hidden by the bushes ... but they were all watching.

And the filly was watching back. Lyra had seen her around town before, following Derpy Hooves around, but she wasn’t sure about the filly’s name. Whoever she was, she sure seemed to enjoy having an audience – she couldn’t take her eyes off of everypony watching them.

Very soon, that enjoyment took its toll. With a shuddering gasp, the filly came. Her trembling body collapsed against the grass, her chest and face plowing into the ground while her rump was still held up by the humping colt.

That didn’t slow him down in the slightest. Nostrils flaring in primal need, he pushed down hard into her helpless little filly body, taking everything she had to offer and more. Despite his tightly gritted teeth, his shrill little cry of passion rang throughout the park, drawing even more attention for the crucial moment.

It didn’t look like much. Not from this angle. The colt’s body trembled almost as much as the filly’s had. He held himself tightly against her, squeezing with every ounce of strength in his small body.

A few moments later, sticky white drops fell down from behind the filly, dripping down to the grass between her hind legs.

“I love you, Dinky,” the colt said.

“Love you too,” the filly breathlessly replied. “Forever and ever.”

Lyra was starting to feel a bit breathless herself at that point, and she was definitely going to leave a suspicious wet spot behind on her favorite bench.

She glanced over at her best friend and ‘more than just friend’. “Um ... Bon Bon...”

“Mmm-hmm?” The tone in Bon Bon’s voice made it pretty clear that she already knew what Lyra was going to ask for ... and that she was perfectly happy to give it.

“Can you take me home and use your special toy on me? You know. The, um ... Pulverizer.”

Without a word, Bon Bon got up from the bench and started walking toward home. She kept her tail mostly down ... but Lyra’s attentive eye still caught a little glistening of wetness underneath it for just a moment.

* * *

Despite her better judgment, Milano Mash lifted her tail aside. Lying here on the couch, with her overeager son nosing around right behind her, that could only end one way.

And, of course, it didn’t take long for it to happen. Button slipped up over her back, his hooves squeezing into her soft rump and his stiff little cock sinking into her pussy. He huffed and grunted as he worked at getting deeper inside her, his soft little nose rubbing against her back and blowing hot breath on her as his cock pushed in-in-in, until he finally slapped right up against her, his crotch right against her jiggling ass.

She cooed a little. Yes, she couldn’t deny that this felt nice. Button loved her so much – that was obvious in every desperate little movement. Mmm... She could feel him twitching inside her. So excited! As ... unorthodox as his way of expressing filial affection was, the love was genuine.

He started thrusting into her in a steady – if a bit desperate and needy – rhythm, grabbing onto her even more tightly as he really got going.

Milano just accepted it, enjoying the physical feeling of his ardent little hardness inside her welcoming softness. She relaxed, just letting her ass cheeks jiggle with every slap of her son’s body against them. He seemed to like a little jiggle anyway. And even though he wasn’t very big by her standards – certainly nothing compared to his father – he was still hitting all the right spots. Her tail rose higher, all on its own. “Button...” She moaned slightly. “You’re ... you’re so...”

As overwhelmed as she was feeling, it must have been affecting him much more, because she could already feel him flaring inside her. The extra girth around his tip felt wonderful!

“Yes!” she gasped. “Just a little more...”

Unfortunately for her, he didn’t have any more in him. Pushing his cock in as far as he could go, he held himself tightly against her and came. Bless his little heart, he was really giving it everything he had, wasn’t he? She could feel him inside her, throbbing and twitching and pumping out every drop of cum he could possibly spare. All for Mommy.

The feeling of her son’s warmth spreading inside her yet again was almost enough to make her want another foal.

Did she dare? Could she truly go through with it, asking some unicorn to remove not only her own contraception spell but her son’s as well? She’d have to get two unicorns, or they’d guess the terrible truth of what she was considering ... something no mother should ever consider...

And honestly, it was probably only the duress of just slightly missing her orgasm that was making her think that way anyway. What a terrible idea! A foal with her own son? Forcing the foal to grow up with a pony who was brother and father in one... No, she could never do that. She mustn’t think such things. What a terrible mother she was...

“You’re the best mom ever,” Button mumbled as he slipped down off her thick rump. His cum dribbled down between her ass cheeks as his cock came out of her.

Milano took a deep breath and rose up into a more dignified sitting position, trying to calm herself and ignore the selfish needs of her own body. She could pay her toy chest a visit after Button went to bed. Now was not the time for horny thoughts. For now, she needed to face him and be the voice of reason here. “We... We can’t keep doing this, Button. It’s not right.”

He looked up at her with those big, adorable eyes. The ones she could never say no to. The ones that had gotten her into so much trouble in the first place when he’d come home with his sex ed homework assignment. “But I love you, Mom.”

“I love you too.” Why did this have to be so hard? Why wouldn’t her pussy stop winking against the couch cushion? “But Button ... someday you’re going to meet a wonderful filly – probably somepony your own age – and she’ll be the one you should be doing these things with. You’ll love her even more than you love me, I promise.” Well, it hadn’t been true with his father, but she could hope for better when it came to Button Mash. “But you’ll never be able to meet a filly like that, you’ll never be able to have a family of your own, if you get too attached to me instead. It would be terribly selfish of me to keep you all to myself, wouldn’t it?”

Button was already getting hard again. Goodness gracious ... why did he have to be so adorable? “But, um, can we do it just one more time?”

Milano sighed and fidgeted in place. Her pussy winked desperately against the couch cushion. Despite her better judgment, she already knew what her answer would be.

* * *

Buzzik was doing it – he was finally, actually doing it! This was redemption, and redemption felt good. Only a few minutes into his second chance at seducing a real pony mare, he’d met this eager red-headed filly. And it hadn’t taken long at all between when he met her and now, when she was in the middle of absolutely blowing his mind in the back of the candy shop where she worked.

Nothing had prepared him for finding a filly like this one. Weren’t pony mares supposed to be timid and reluctant, especially when they were young? But this mare – she called herself ‘Twist’ – had trotted right up to him and asked whether he’d like to cum inside her throat ... without even batting an eye.

He’d already done that. And she’d ridden his face. And now that he was hard again, he was giving her pussy absolutely everything he had. Even though he’d disguised himself as a large and attractive unicorn stallion, this little filly seemed to have no problem with him hammering his cock into her. She made cute little squeaks every time his tip butted against her cervix. But that didn’t stop her from reaching way back underneath herself and caressing his swinging balls as he rutted her. Goddess above, she was so tight! And yet he had no problem slamming his entire length into her tiny body...

It didn’t seem to faze her in the slightest. She turned her head to grin back at him. “You like my puthy?” She deliberately squeezed it around him, making herself even tighter. “It likefh you!”

Did he like it? Did he ever! Chrysalis had never prepared him to know that real pony pussy could be this good! The emotions leaching out of her were pure lust, not love, but it was still incredible, a heady mix. It filled some of the voracious hunger inside him, even as the tightly clinging walls of her pussy satisfied his more carnal needs.

Yes... This would be some wonderful food to bring back to the hive. Not the pinnacle of true love, of course, but even Chrysalis knew that was rare and couldn’t be expected out of every foraging mission. Lust was tasty, and it would do. Finally he’d be free from his punishment and free to take his true place among the hive. Not that he minded living with Flivvy as Aphin’s sex slave, but he of course wanted a more meaningful existence where he could actually contribute and fit in. And of course he could still visit with Aphin and Flivvy afterward, as equals now. This pony filly was the key ... and what a delicious key she was!

Resolving to enjoy this to its fullest, he suddenly pulled out of the tiny mare. When he turned her around, she immediately figured out what he wanted – his cock, still dripping with her juices – plunged into her mouth effortlessly, sliding deep into her gullet without the slightest protest.

What a filly! He reached over her body and behind her tail, rubbing her sloppy wet pussy with his pony-form hoof so feverishly that filly juices splattered all around the candy store’s back shelves. And all the while, she didn’t complain in the slightest as he thrust into her mouth, fucking her face with a big stallion cock that by all rights shouldn’t have been able to fit inside her at all.

It turned out, though, that she did still have limits. There was only so much a filly’s enthusiasm and debauchery could do – the physical limits of her body still applied. When his cock began to flare inside her throat, the filly finally started to choke and gag. She pulled away from him, her mouth drooling freely.

He was about to spin her around again and plunge back into her pussy, but she was too quick. She pushed him backward, tripping him over a box of candies and sending him crashing down onto the hard floor, flat on his back with all four legs pointing upward.

She was on top of him in an instant, standing as tall as she could, which just barely put her above the tip of his upright and throbbing cock. “You wanna cum inthide my butt?”

Buzzik’s jaw dropped. There was no way she could be serious ... right?

Oh, but she was! He had of course nodded. Almost reflexively. Of course he wanted that, as impossible as it sounded. As it turned out, though, he still had a lot to learn about pony mares ... and pony fillies. Because this one had no problem lining his tip up with her tail hole and then pushing herself down onto him. The wide tip of his flare didn’t seem to cause her any trouble at all. There was a moment of uncomfortable pressure, a single instant when he was sure it wouldn’t fit at all ... but then he felt the tight ring of her asshole sliding its way down his length, aided by the lubrication of her own juices and spit. His tip plunged into welcoming soft warmth as she began slowly bouncing ... each bounce bringing her ring of tightness further and further down his shaft.

As utterly distracting as that was, he didn’t forget his training, nor did he forget his mission. Even as she worked her way bounce by bounce down his length, he reached between her hind legs and started rubbing her pussy lips with his hoof again. With any luck, she’d be close enough to orgasm that he could...

Yes! Just as the filly bottomed out against his sheath, she orgasmed. Her little pussy squirted love juices onto his belly and her body squeezed down against his cock inside her, especially rhythmically pulsing her asshole, stretched right around the base of his cock.

The flood of lust – and even a little love? – coming from that was absolutely incredible. Easily enough to set him off as well. His flared cock pulsed in her ass, pumping changeling cum deep inside. He didn’t even bother using his magic to disguise it. He wanted to fill this filly up with light green changeling cum, and to heck with the consequences. It was a risk, sure, but it felt so good to unload his true essence inside her. And besides ... if her little butthole started leaking greenish cum afterward ... she’d probably think it was because of something she ate, right?

He held her tightly against himself, shooting his changeling load deep inside her pony ass. Maybe none would leak out after all, if he got it deep enough... And it just felt so right. He was absorbing so much lust energy from this filly!

Finally, when both of their bodies had stopped twitching and they’d both caught their breath, the filly looked down at him, grinning in a way that showed off her braces. “How wath it, huh? Not bad, I bet.”

He nodded fervently, even as his cock slowly softened inside her ass. “You’re ... um, you’re a very special little filly.”

“Thankth!” She blushed. “You’re pretty good too. I never had thex with a changeling before!”

Buzzik’s jaw dropped. He could not process what the filly had just said. No. Just no. He could not allow that to register in his mind. It was too much to bear!

It must have shown on his face, though. “What?” she said. “It wath pretty obviouth. You forgot to change the eyeth.”

Buzzik leapt upward, dislodging the filly from his crotch with a cry and a crash and a messy splat. He darted around the room in a panic. No no no no! Not again! This couldn’t possibly happen again! He could not fail another mission like this! Queen Chrysalis would never give him another chance! He’d be punished forever! What was he going to do now? What was he going to do?

Would Chrysalis maybe forgive him if he managed to seduce another pony mare before the deadline? But what about this one? What if she told someone? The entire hive could be compromised! Would he have to eliminate her? Capture her and bring her back to the hive? But then everyone at the hive would know that he was a failure – a double failure! He couldn’t do that! He had to... had to...

When the sudden realization hit him, he threw himself down on the floor in front of the filly, heedless of the sticky mess that was the candy shop floor, looking up at her beseechingly. “Please please please don’t tell anypony! I’ll ... I’ll do anything you ask!”

“Anything I athk...?” The way she said it seemed like she already had something in mind.

Buzzik nodded fervently. It didn’t matter what it was. He had to fix this! He already had love – or at least lust – to bring back to the hive to prove his success... As long as the filly didn’t tell, he might be safe.

“I want you to have thex with me in your true form. I wanna feel a real changeling dick inthide me! Doeth it have holeth in it?”

What?

“And can you tanthform into a griffon? Or a dragon? Ooh! Or a theapony?” Her grin grew a little maniacal. “I wanna try every thingle creature in Equethtria until I’m too thore to move!”

* * *

Cadance carefully glided into position next to the Cutie Mark Crusaders’ clubhouse. She had to use the utmost skill to ensure that she wouldn’t rock the tree perceptibly when she came to rest on a branch just outside the window. As she knew from watching Apple Bloom and Scootaloo from high above, she was just in time for the first Crusaders meeting after sex ed class.

This was it. This would tell her if she’d done a good job teaching these fillies or not.

Well, of course she knew she’d done a good job educating them. She knew her job well. But had she done a good job guiding them, setting them on a path to romantic and erotic fulfillment? Cadance always liked to check on a few choice colts or fillies after each class, to make sure she was helping them as well as she possibly could. And ... given her existing connection with these three fillies, why not them? Could anypony blame her for taking a special interest in her sister-in-law’s friends’ little sisters?

Okay, yes. In as many words, that did sound rather distant of a connection. And maybe she did just enjoy watching fillies and colts apply what they’d learned sometimes. But that was merely her just rewards for a job well done ... as far as she was concerned. And besides, Shining probably wouldn’t be done ‘saying his goodbyes’ to Twilight for another hour or two, which Cadance diligently pretended to know nothing about. She had time that needed passing. What better way to spend it?

“I hereby call this meeting of the Cutie Mark Crusaders to order,” Sweetie Belle said. Her voice was easy to understand through the thin walls. “Does anypony have any new Crusaders business to discuss?”

“You know we don’t,” Scootaloo said. “We’ve been way too busy with all this sex ed stuff all week.”

Apple Bloom let out a long, tired sigh. “And more than just that! You fillies have any idea how hard it is helpin’ Silver Spoon ‘discipline’ Diamond Tiara?” She shook her head. “I mean, yeah, it’s fun and all ... but gosh darn, that filly sure is a naughty one. My hooves are still sore from all that spankin’.”

“I know the feeling.” Scootaloo nodded along. “Rumble just about wore me out last night. Doing me on the edge of the bed and sucking me at the same time. Pretty neat how flexible he is, though. Did you know Blossomforth is his cousin?”

Sweetie Belle cocked her head over to the side. “But ... I thought Rumble was afraid to do anything with you. You know, because of your, um...”

“Because of my dick?” Scootaloo laughed. “Nah – I’d say he’s gotten pretty used to it. He even swallowed when I came in his mouth ... and he didn’t even stop humping me when he did it.” She looked inordinately proud about that.

Apple Bloom looked over at her. “You did return the favor and swallow his too, right?”

“Well duh!” Scootaloo looked indignant. “Come on! What kind of a filly do you think I am?”

“Just want to make sure you ain’t takin’ advantage of the poor colt...”

From behind the window, Cadance smiled. Yes. It seemed like they’d truly learned all the lessons of her sex ed class ... and then some. They were taking such good care of the other fillies and colts in their class!

“Me taking advantage?” Scootaloo huffed. “What about you and Diamond Tiara? Just because she’s got the hots for you doesn’t mean you get to take her away from—”

“Silver Spoon asked me to help!” Apple Bloom said, glaring at the other crusader. “Poor filly couldn’t tie a knot to save her life. So I was just helpin’ out a bit. And then helpin’ out a bit with the other part, but only because Diamond Tiara begged me to.”

“Girls!” Sweetie Belle said, interrupting them before it could turn into even more of an argument. “Come on – enough!” Then, more quietly, “I, um... I hope you saved enough for me?”

Both of the other fillies responded in chorus, “Of course!”

“Phew...” Sweetie Belle visibly relaxed. “I was worried that with all your Rumbles and Diamond Tiaras, you two would end up too tired to do anything with little old me...”

“Are you kiddin’? We’ll always save some for you!” Apple Bloom rushed up to her and hugged her around the neck.

Scootaloo was only slightly behind in joining the hug. “Yeah! Other ponies are fun and all, but you’re our special somepony, Sweetie Belle!”

“Aww...” Sweetie Belle hugged them back, nuzzling each one in turn. “You girls are so sweet...”

“You’re the sweet one, Sweetie Belle!” Scootaloo giggled.

But Apple Bloom was already working her way around her friend’s body, nosing her way toward Sweetie Belle’s tail. “Long as you promise to save a little for us once you find somepony to fool around with...”

Sweetie Belle blushed. “Or some dragon...”

Both fillies gasped. Scootaloo jumped back a little to stare Sweetie Belle in the eyes. “Did you do it? Did you finally distract Spike away from your sister?”

“Well, it helps that Rarity was out of town for a few days.” Sweetie Belle shrugged. “But, um... I think I made some progress, maybe.”

Scootaloo danced in place. “I think it sounds like it’s time to celebrate!”

“You thinkin’ what I’m thinkin’?” Apple Bloom said, deviously.

“Oh yeah!”

With truly impressive speed, Apple Bloom and Scootaloo were in position – Scootaloo mounting Sweetie Belle from behind, Apple Bloom sliding up underneath her to lick her from below.

“Aw, girls. It was just a hug! You don’t have to— Mmnh!” Sweetie Belle’s words cut off into a moan as Scootaloo’s cock plunged into her ... the very same moment that Apple Bloom’s tongue found her little filly clitty.

Cadance’s eyes went wide as she watched the three fillies fulfill their needs together. Oh yes. She had taught them well indeed! Just look at Apple Bloom’s skill with her tongue, so gently yet firmly massaging even as Scootaloo’s cock plunged in and out just above – she didn’t even get distracted from her goal when Scootaloo’s balls bumped up against her face! Indulgently, Cadance started touching herself. It was emotionally satisfying watching her well-taught fillies ... but that didn’t mean it couldn’t be physically satisfying as well. She had her own needs, after all, and it was so hard sometimes, teaching all these adorable young ponies discover their sensual sides while exercising self-restraint. She wasn’t a teacher right now, though. She didn’t have to hold herself back. She could imagine herself right there with them ... what that might feel like...

Sweetie Belle, of course, didn’t remain a passive recipient for long. Not with Apple Bloom’s hind legs spread out right underneath her. The initial rush of being so overwhelmed in pleasure held her for a little while, but she soon dipped her head downward, returning Apple Bloom’s favor even as both Apple Bloom and Scootaloo gave her their best.

Cadance obviously couldn’t see much of what Sweetie Belle was doing down there. Not from her vantage at the window. But the blissful way Apple Bloom closed her eyes seemed to indicate that she was doing a very good job.

Rubbing her – now very wet – hoof against herself fervently, Cadance watched her three star pupils with a heartwarming sort of greed. She was glad to see them taking to it so well, but full of needy longing at the thought that she’d never again have a chance to play around with them like she had in Miss Cheerilee’s classroom. At this point, she was definitely going to need a good lay in order to feel completed after watching, despite any orgasm she gave herself. Hopefully Shining Armor would have some energy left after saying his goodbyes ... or else Cadance might end up having him watch as she introduced herself to some other stallions and mares on the train back. For now, though, she had to make do with her hoof ... which wasn’t bad. She knew just how to please herself even more than she knew how to please others. Already, her breaths were drawing short and fast, already her body was tightening...

As it turned out, though, Apple Bloom was the first to reach her climax. Sweetie Belle must have been skilled indeed ... or was it that her session with Silver Spoon and Diamond Tiara had left her all worked up and ready to blow?

Either way, it was honestly quite impressive when it happened – Apple Bloom bucked and bounced against the clubhouse floor when she came. Cadance could even feel it through her tree branch. The filly’s body squirmed and strained, and still Sweetie Belle kept her face down there, keeping her friend’s orgasm going longer and longer ... until Apple Bloom finally collapsed limp and flat against the floor.

Scootaloo paused her thrusting for a moment, peering around the curve of Sweetie Belle’s body to look underneath. “I think you broke her...”

“She’ll be fine,” Sweetie Belle said with confidence. Her horn lit up and her magic drew a small, but impressively ribbed dildo out from behind their little podium. “Now give me what I need and I’ll make it worth your while!”

Where had they gotten that, Cadance wondered. As far as she knew, there weren’t any sex shops in Ponyville. Stolen from one of their sisters perhaps? How devious! Her hoof went to work even faster. It was so wonderful, seeing what her little students were getting up to when nopony was looking. Or, at least when they thought nopony was looking.

Spurred on by Sweetie Belle’s very polite request, Scootaloo redoubled her efforts at rutting the unicorn filly ... who soon rewarded Scootaloo just as promised. The ribbed dildo teased Scootaloo’s entrance, skillfully wielded by light green magic, keeping pace perfectly with the thrusting motions of Scootaloo’s body.

So... It turned out that Sweetie Belle had picked up some enviable skills as well! Even Cadance herself wasn’t sure she’d be able to keep pace with another ponies movements so precisely!

Slowly, only after the juices from Scootaloo’s winking pussy had lubed it up perfectly, Sweetie Belle’s magic eased it inside her, beginning to move it perfectly in sync with the futa filly’s thrusting motions. The effect was obvious and immediate. It actually slowed down Scootaloo’s humping, making her much more sensual and passionate as she strained against her filly friend. That seemed to suit Sweetie Belle just fine, though – she moaned sweetly, pressing the toy deeper inside Scootaloo’s pussy even as Scootaloo’s cock plunged even deeper inside Sweetie Belle herself.

With that double stimulation, it didn’t take long for Scootaloo to approach her own climax. Cadance could practically hear the filly’s cock flaring in the way it altered Sweetie Belle’s moaning voice.

The exact moment Scootaloo’s orgasm was triggered – the moment she slammed herself as deeply as possible inside her friend – Sweetie Belle came as well. Obviously without any thought of who might overhear, she squealed her passion out loud and proud. Scootaloo was quieter, just a few subtle grunts and gasps as the two fillies’ bodies played against each other. The wonderful, age-old story of twitching and and pulsing, pumping and squirting. But the true miracle here was the love Cadance could sense in the air. These three fillies would always be more than just friends now. They were lovers, and their bond was unbreakable.

Even Apple Bloom had recovered enough to participate in time. Just as Scootaloo’s excess cum began dripping from where her body joined Sweetie Belle’s, Apple Bloom lifted her head up from the floor and kissed the two of them right where they met, her lips caressing both Sweetie Belle’s pussy and Scootaloo’s cock at the same time, reinvigorating both orgasms. Sweetie Belle’s body convulsed again, her pussy winking against Apple Bloom’s mouth. Scootaloo’s cock pulsed again, sending yet more streams of filly cum deep inside her friend.

And when Scootaloo finally relaxed enough to pull out, Apple Bloom managed to catch the vast majority of the deluge in her mouth. So talented!

She didn’t let it go to waste, either. Even before Sweetie Belle’s pussy stopped dripping, she was already getting up to her hooves, the three fillies coming together. That kiss ... what a kiss! Even as the Princess of Love, Cadance had rarely seen better. Scootaloo’s cum passed back and forth between greedy filly lips, from Apple Bloom to Sweetie Belle, and even back to Scootaloo herself, who didn’t seem to mind at all that it had come from her own cock. The passion of their three-way kiss knew no bounds. Just as their love for each other was limitless, so was the fervor of their kiss.

It was just what Cadance needed to see. With a muffled gasp of her own, she came. Her juices dripped down onto the tree branch, and her body rocked so much she was afraid she might fall off. She had to keep quiet, though. The last thing she wanted to do was to disturb these fillies in such a tender moment.

Keeping quiet was not easy. She’d needed this orgasm! Her pussy clenched down hard against nothing, pulsing repeatedly and drenching her hoof even wetter than it was already.

Even as her orgasm ebbed, she knew it wasn’t enough. Yes, Shining Armor had better have saved some energy for her, because she was going to need every drop he could give her. She needed love to be fully satisfied now. There was no substitute.

And with her passion so inflamed, she didn’t waste any more time. She’d seen everything she needed to see. She knew her efforts in Ponyville had been a complete success. As soon as she caught her breath, she left her perch by the clubhouse and soared off toward Twilight’s castle. Maybe with a little luck she’d catch Shining still in the middle of his goodbyes and she’d be able to slip right in to the action and say a few goodbyes of her own...

Author's Note

This chapter was chosen by my SubscribeStar supporters! Every month, I take suggestions from my supporters and they vote to decide which story idea I'll write next.

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