“Your homework for today is a simple group project, two students to a group. All you need to do is pick a partner, take him or her home, and explore each other's genitals.” Cadance smiled as if that was no big deal. “I'll expect to see a one-page report about it tomorrow morning.”

The class groaned. Pipsqueak didn't – he was far too concerned about a more immediate matter. How in Equestria was he going to find a partner to pair up with? This was going to be incredibly awkward! He didn't know any of the fillies in class that well, and he didn't want to spend the whole evening checking out any of the colts, that was for sure.

Cadance rolled her eyes a little at the class's groaning. “Oh, cheer up. Reports aside, I'm sure that all of you will end up enjoying this project very much.”

The fillies and colts around Pipsqueak did seem to relent a little about the report, but they were far from relaxed. He could see his own anxiety about choosing a partner reflected in quite a few of the faces around him. At least that's what he assumed it was. Maybe they were all anxious about something else.

“Okay, my little ponies, please find a partner to study with.”

The room immediately erupted into chaos, with little fillies and colts flinging themselves all over the place, trying to get to their desired partners first.

It soon became apparent, though, that Pipsqueak's anxiety about finding a filly to go home with was totally unfounded. He would have known, if he'd done the math. There were eight fillies in the class, and only four colts. And, apparently, most of the fillies didn't want a partner of the same gender any more than he did.

He'd seen Sweetie Belle make a lunge for Button Mash, but Silver Spoon already had her hooves around him, scowling at any filly who came too close. The other colts in the class – Rumble and Featherweight – were also quickly claimed. Scootaloo took Rumble and Diamond Tiara snagged the other ... Diamond Tiara did always have a knack for getting her way.

Pipsqueak didn't mind being the last picked. He expected it most of the time – he was the smallest, after all, and since he'd only moved here from Trottingham relatively recently, he hadn't quite integrated into the class and made friendships as deep as the others already had. The office of Class President notwithstanding, he could completely understand why he wasn't the first choice for most.

Twist found him first. Rather than competing with the other fillies, she'd gone straight to him. “Well hi there, Pipthqueak.” Behind her thick glasses, she gave him an all-too-knowing, and all-too-predatory smile.

Before he could respond to her, though, Sweetie Belle rushed over to him. “Pip's mine!” she announced to the class.

“Oh come on,” Dinky Hooves said to her. “Me and Pip already had plans to hang out this afternoon, so I should have him.”

That wasn't true, not at all, but this didn't seem like the right moment to call her out on it.

Apple Bloom trotted over, her big red bow bouncing behind her head. “Y'all should give him some space, let him decide for himself.” She gave him an unconcealed wink. “Of course, I bet he knows what the best choice would be.”

Pipsqueak was feeling the pressure now, for the exact opposite reason he'd thought he was going to. He could only pick one, but which one should he pick? Which filly's flower did he want to spend the afternoon with? What would all the other ones think of him when they didn't get chosen?

“Well,” Apple Bloom said, contradicting her order to give him space to think, in Pipsqueak's opinion, “what's it going to be, Pip? Who're you going to go with?”

In the end, Pipsqueak chose almost at random. He simply pointed his hoof at the filly he figured to be the prettiest of the bunch: Sweetie Belle. It was shallow and stupid, but he didn't know how else to choose. No matter what, all the others were going to be disappointed in him and probably hate him forever because of it.

Sweetie Belle jumped forward and wrapped her hooves around him, smiling widely and squealing “Yes!” The feeling of her soft, warm fur against his own got to him in a way he'd never felt before, which only confused him further.

The other fillies looked even more crestfallen than he'd thought they would. Apple Bloom shook her head. “Well, if that's what you want. Have at 'em, Sweetie Belle.”

Twist turned to Dinky. “You wanna look at my puthy?” Dinky shrugged.

Before long, the class broke up, many of the students apparently eager to begin their homework right away.

Sweetie Belle let go of Pipsqueak and smiled at him. “So, your place or mine?”

“Yours.” He didn't want to even think about explaining to his parents why he was coming home with a filly from class and disappearing with her for hours on end. Or would it take hours? Maybe it would all be over quickly. He had no idea how it was supposed to go.

It turned out that by 'my place', Sweetie Belle had actually meant 'my sister's place'. She had her very own room in Carousel Boutique. Officially, she told Pipsqueak, it was supposed to be the guest suite, but since Sweetie Belle was pretty much the only guest who ever stayed there, the room was pretty much hers.

Rarity wasn't home. Probably off with her friends, either solving some friendship problem or fighting some monster. Those ponies tended to do that a lot. So, there was no one around to ask questions as Sweetie Belle led him up to her private room.

As soon as he stepped inside, she shut the door behind him and locked it. Was that to keep possible intruders out ... or to keep him in?

He looked at her. She looked at him. Ooh, this was definitely going to get awkward.

“So...” Sweetie Belle said.

Pipsqueak rubbed the back of his mane a little. “Yeah...”

Sweetie Belle's eyes shot open wide as some kind of thought occurred to her, then she blurted out, “Firsties!”

He mentally kicked himself. Why hadn't he thought of that? Being the one doing the looking would be way less awkward than being the one getting looked at. But maybe... “Um, first doing which part?”

“Doing the exploring of course!” Sweetie Belle squeaked and smiled. “Now sit down on the bed.”

Well, what other option was there? He did as he was told. Sweetie Belle's eyes were a tangible presence on his rump as he made his way over, even though he couldn’t see her.

“Did I ever tell you what a cute butt you have, Pip?”

He hopped up onto the bed and sat on the edge of it facing her, but he demurely covered himself with his front hooves. “Uh, no... I don't think you ever said that before.”

Sweetie Belle grinned. Her eyes were still glued to him, looking at places it normally wouldn’t be polite to look. “Well, it's true.” She came toward him.

Her pretty little face came within inches of him, staring straight at his crotch. This was getting really weird ... and part of him thought it was a good kind of weird, but most of him still thought it was a weird kind of weird.

“Um, Sweetie Belle?”

“Mmm?”

“Are you sure about this? It seems a little...”

Sweetie Belle looked up, and her green eyes met his. She gave him a cute smile. “Why don't you move your hooves so I can get a good look like I'm supposed to?”

He gulped, still looking down at her, but he did it, uncrossing his hooves and spreading his back legs out wide.

Trailing down from his face, Sweetie Belle's eyes went rather more downward. She took a deep, sharp intake of breath.

Pipsqueak winced. “Aw, crud. You hate it, don't you? It's so—”

“They're beautiful!”

He blinked. “What?”

“My gosh, Pipsqueak, your balls are awesome! They're so tight and smooth, like they're bulging with cum for me, and just look at you!” Her eyes went even wider. “I thought you'd be a lot smaller than Shining Armor was in class today, but wow! How can a colt so small be carrying around a package so big and I've never noticed before?”

Pipsqueak felt his cheeks heating up. “I, well, most of the time I try to hide myself pretty well.”

“You shouldn't.” She stared for a moment longer. “Wow... if I was like this, I'd be showing it off every chance I got.”

“Um... thanks?” He glanced away.

“What about your penis? Can I see that too?”

“It seems kind of weird to be calling it—”

“Fine, your cock, whatever. Is that good?”

He took a deep breath, trying to calm himself. “Um, yeah, that's fine, I guess. But I don't have very much experience with these kinds of things, and I'm not sure how to...”

“Well, Cadance said it will come out if you see something sexy, or if you get touched in certain places.”

It wouldn’t be so bad to get a look at her. He might actually enjoy doing that. “Sure, why don't you—”

She leaned in and licked the cleft between his balls with her soft, wet tongue. Where she touched him was warm, and it left a cooling trail behind.

Pipsqueak gasped. “I meant you could... Oh, oh wow.”

Her tongue moved up from his balls to trace around the rim of his sheath, and she looked up at him. “You'll get your turn later. For now, I want to touch!” Sweetie Belle's hooves came up to gently trace along the roundness of his balls as she kept working at his sheath.

“I'm... I'm...”

“I know,” she said, then went right back to her licking. His cock was beginning to bulge out into her face, and she wasn't sparing it from her tongue either. She even wrapped her plush little lips around the swelling tip of it and let him go inside her mouth a little.

It didn't take long after that. His cock spilled out of his sheath, flopping across Sweetie Belle's face. She didn't shy away – she even seemed to revel in it, rubbing her cheek against the side of it as she licked his length into full hardness.

When it stood at full mast in front of her, bobbing next to her face, she pulled back a little and simply looked at it. Her eyes quivered a little. “Oh my gosh, Pipsqueak, it's bigger than you are!”

He ducked his head a little and blushed even harder. “No it isn't.”

“Now I'm really glad I got you for this assignment. This thing is just amazing.”

Maybe this was enough awkwardness. “So ... have you gotten a good enough look?”

“Never!” She grabbed it with both hooves, hugged it tight against her chest, and took his tip into her mouth again, busily bobbing up and down on it.

“Sweetie Belle!” He gasped, involuntarily thrusting his hips into her, which she took in stride, letting him push deeper into her mouth.

But then she pulled off of him, gasping for air, and he got a moment's break from her efforts. There was no way he could think when she was doing that. “Sweetie Belle, there wasn't anything about this in the assignment. You're just supposed to look!”

“I think 'explore' is open to a lot of interpretations, actually.” She grinned up at him and gave his tip a thick, heavy lick of her tongue. “But you're right. We have an assignment to do...” Her grin became sly and lopsided. “And I think I definitely need to be explored right about now.”

“Do you mean...?”

She hopped up onto the bed next to him and faced away, still on all fours. Her tail rose up to the side, and he found himself looking at Sweetie Belle in all her glory.

Sweetie Belle's ass was pristine white, and so was her little filly flower. It was a cute little thing, nestled between her nice plump cheeks. Its upward-pouting lips were so tiny, and with a slit in it that looked so thin. Well, it wasn't totally pristine. Something clear and gooey had been leaking from it – a lot of that something. It trailed down between her cheeks and down her thighs.

He could only stare, his mouth gaping and his half-forgotten cock twitching.

“Well?” she asked, looking back at him over her shoulder.

“It's a lot smaller than Cadance's.”

Sweetie Belle rolled her eyes, then turned her head away. “Duh, I'm a lot smaller than Cadance.”

Had he offended her somehow? He decided that he probably had.

“Are you going to touch me or not?”

Touch? Pipsqueak blinked. Touch Sweetie Belle? Touch Sweetie Belle there? He hadn't even considered the possibility, really, despite what she'd done to him already. It seemed so forbidden. “Um...”

When Sweetie Belle looked back at him again, he reached a hoof up before she could say anything to him, and he gently touched the curve of her ass. It was soft and warm.

Her glare warmed into a grin. “Good. Now a little closer...”

Pipsqueak slid his hoof inward, toward something he never thought he'd get a good look at, much less touch. He could feel the heat of her now, radiating against his hoof. Her slit leaked a little more of its juices.

She was staring at him almost dreamily now, and she whispered to him, “Closer.”

He touched her soft, fleshy lips and felt the slippery moisture.

Her pussy winked open. He yanked his hoof away from her flash of pink. A thin, drooping tendril of her nectar still connected his hoof to her.

She looked back at him sharply. “Hey, what gives?”

“Sorry, sorry.” Pipsqueak tried to control his breathing. “I... I'm just a little nervous, I guess.” He put his hoof gently back on her pussy.

This time when she winked, he didn't pull away. He could feel it pulsing against the soft inner part of his hoof. It felt a lot like being kissed – he'd been kissed a few times, mostly by Twist, though he was sure she didn't mean anything by it; she was always trying to kiss all the colts. It did feel very nice, though. He tried rubbing his hoof a little, leaning in closer to Sweetie Belle's rump without even noticing.

Her tail rose more, and she moaned slightly.

So he continued, and as his hoof got nice and slippery he started moving it a little faster. He remembered what Cadance had said about the clitoris, so he made sure to rub there a lot too, especially when she winked and it jutted out at him.

Sweetie Belle's moans became squeaks ... and then her squeaks became a long squeal, and her whole body tensed. “Don't stop! Don't stop! More!”

Pipsqueak didn't stop. He moved his hoof even faster.

A thick stream of hot liquid sprayed against Pipsqueak's hoof, spattering everywhere, and Sweetie Belle collapsed onto the bed, squealing at an ear-splitting pitch. She soon stopped though, unable to breathe enough for a squeal as her body convulsed.

He passively watched her pussy bulge in and out, winking madly and leaking more juices – he had no clue what he was supposed to do now, so he just stared, wide-eyed.

Eventually, she stopped shuddering, and her convulsing belly relaxed enough for her to breathe, which she did heartily, panting fast. When she'd caught her breath, she propped herself up on a hoof and looked at him. “Oh wow, Pip.” A pant. “I really needed that.”

Still unsure what he should do, he smiled at her. It seemed right, and she smiled back. But then a gleam came into her eyes, and she looked a bit lower, then back up at him.

“That was really good,” she said, “but I don't think you're really done exploring yet.”

“Huh?” He looked down at her, his brows knitting.

Sweetie Belle rose up, stretched a little, and then hopped back down to the floor, facing away from him. Her tail – a little soggy now – rose up again. Underneath it, her pussy wasn't so tightly puckered anymore. Now it looked bigger, plusher, and a little gap of pink showed between the glistening white lips.

He still didn't get it. “I think I explored you pretty well...”

“But you didn't explore inside me.”

Pipsqueak looked down at his messy hoof. “I don't think it would—”

“Pip!” Sweetie Belle shook her head. “Sometimes you can be so... Ugh!” She raised a hoof and pointed at his still-twitching cock. “Don't use your hoof. Use that!”

Oh. Oh. She wanted him to do that with her? How had Shining Armor done it with Cadance? Pipsqueak got off the bed and moved up behind Sweetie Belle. He still wasn't sure exactly how to do it, but his cock seemed to be pulling him along like a magnet. Rearing up mostly on pure instinct, he wrapped his front hooves around Sweetie Belle's ass.

“That's more like it! Get it in...”

Pipsqueak prodded forward with his hips. His cock prodded against her firmly, but it didn't go inside anywhere.

She was tensing up under him; he could feel it. “Come on,” she said. “What's taking so long?”

“Are you... Have you done this before?”

Sweetie Belle didn't answer – his cock had touched something a little warmer and a lot wetter, and the moment that happened, she shoved herself backward. Pert lips spread open, and he slipped into her. Oh Goddess – he was inside of Sweetie Belle! He gaped down at her, near-paralyzed with the feeling of her shockingly warm tightness wrapped around the first few inches of his cock.

She moaned and shuddered. The little hairs of her fur were all standing on end. “Yes, oh yes.” Taking a couple deep breaths, she pushed herself a little further back and squealed. “Ah! It's so thick, bigger than—”

Pipsqueak didn't give her the chance to finish that. He gave a push of his own, and whatever Sweetie Belle was going to say devolved into a squeaking scream.

“No more!” she shouted. “Please, no more. That's all I can take.”

He winced. Had he hurt her? Dutifully, he slid his cock out of her, all the way out. The first two thirds of it were glistening wet, and Sweetie Belle's pussy winked up at him as the tip popped out.

Sweetie Belle braced herself, but when nothing happened, she looked back at him. “No, I mean... Ugh, Pip, sometimes you're so slow. Keep going, just don't go as deep, okay?”

He nodded and pushed forward again. This time, there was no fumbling and there was no resistance. His cock slid into her perfectly and easily.

She gasped, and her inner walls clenched around him. Her forelegs splayed outward a little, lowering her head and making her rump stick up a little toward him.

It was all starting to feel even better than it had before, which was saying a lot. He'd never felt anything like it, and as he kept thrusting in and out of her, the pleasure just kept on building and building. Every push brought him to a new high he could never have imagined before. But it also made a weird kind of pressure grow in him, and it almost felt like he would burst.

“Oh my gosh!” Sweetie Belle's legs trembled, and her pussy clenched against him over and over. “Your ... your flare! Oooh! Oh! It's huge.”

The dam broke, and Pipsqueak did burst. He instinctively shoved himself as deep inside her as he could go, earning a squeak of pleasure and pain from her, and the big round balls Sweetie Belle had admired so much emptied themselves into her. Pipsqueak could only hold onto her rump and gasp as his cock pulsed and thick gobs of his cum streamed deep, deep inside her.

That was enough to push Sweetie Belle over the edge for a second time, and she clamped down on him hard, squealing into the floorboards as she was filled to the brim.

Not a drop of his load escaped. Her little pussy clenching around his enormous, stallion-size flare made a perfect seal, forcing it all into her womb, stretching her inside as even more came in with nowhere else to go.

None escaped, that is, until both of their pulsing orgasms faded and he pulled his softening length out of her. When his tip popped free, a white waterfall of cum followed it, gushing out onto the floor and splattering all over their back legs.

Sweetie Belle, her strength spent, dropped straight into the puddle, quivering for a moment before her eyelids drooped and she fell into a deep sleep. Pipsqueak managed to keep standing for a moment longer, wavering woozily, and managed to lay himself gently next to her, spooning against her back on the floor. His cock flopped across her new cutie mark, leaving a sticky trail across her rump as it gradually retreated back into his sheath.

His own eyelids were drooping, and he barely had enough strength to wrap his forelegs around her. Had he lasted long enough? It seemed like it had been really fast. But Sweetie Belle had seemed to enjoy it, so ... maybe? He sighed in satisfaction. The report could wait until they'd had a nice nap, he decided, and maybe a bath, too. Then they could move to the nice soft bed once they were washed and...

The gentle grip of sleep caught him before he could complete the thought, and the two of them slept peacefully – if messily – on the floor of Rarity's guest room until deep in the evening.

Author's Note

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

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