Author's Note

This chapter contains F/M/F and M/F/M threesomes, as well as two dicks in one hole, which is totally not gay, right? There is also implied mother/son incest.

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Lesson 4: Threesomes and Group Sex

“Good morning, class!” Princess Cadance smiled at them all from the front of the room. “Now, first of all, I want each of you to take out a blank sheet of paper, write the name of the pony you performed oral sex on, and then fold it in half. I'll be coming around and collecting them to ensure complete privacy.”

Button Mash gulped and tried to hide his blush. He was glad they would be folding their papers in half so that nopony would be able to see... Hastily, he scribbled down the name 'Milano Mash', then folded his paper before anypony else might look at it.

“Thank you,” Cadance said, already using her magic to pick papers up from around the class. “Later today I'll be going around Ponyville and asking each of these ponies to answer a quick questionnaire about your performance.” When a couple of the students groaned, she patted one of them on the head. “Don't worry. This is a completion grade only – if you did the assignment, you'll get full points for it. I just like to know where my students stand and who needs extra practice.”

Button glanced around the room at the other students, trying to guess who did well and who did badly. He was sure his mom would give him a good review, and not just because he was her son... She'd been screaming his name so loud he was afraid the whole neighborhood would hear, and she'd been so happy with him that she gave him a really great blowjob afterward. Way better than the little bit of play Sweetie Belle had once given him before they took it further.

“Good, good. Is that everyone?” When nopony asked her to wait, Cadance smiled and nodded. “Okay, let's begin with today's lesson, then: threesomes and group sex. Can anypony tell me how many basic types of threesomes there are?”

Most of the class looked at each other uncertainly, but Diamond Tiara raised her hoof high and proud.

“Yes, Diamond Tiara?”

“Two. Boy girl girl, and boy boy girl.” She grinned wide, pleased with herself.

Cadance gave a sweet little laugh, not quite condescending, more out of simple amusement. “Almost right. But you're forgetting the other two: all stallion and all mare.”

Diamond Tiara scowled, which only made Cadance smile all the sweeter.

“Now, threesomes can be a very exciting and pleasurable way to have sex. They can open you to new experiences and new partners, and they can overwhelm you in sheer pleasure if you let them. They're particularly useful for injecting new life and excitement into a longstanding relationship – as my husband and I know quite well.”

A few of the young ponies around the room giggled – they'd already seen her sharing her husband, right in front of all of them.

“But threesomes can be somewhat tricky, so I'm going to be sure to demonstrate the basics for all of you here. I'm going to need some volunteers – two fillies and one colt to begin with, please.”

Almost everypony raised their hooves, Button Mash included. By now, everypony knew that volunteering was a sure way to have some fun, even if it might be a little embarrassing to do it in front of the whole class. A few didn't raise their hooves, though, notably Diamond Tiara. Apple Bloom was especially eager, jumping up and down in her chair to get her hoof as high as possible.

Cadance smiled at that. “Apple Bloom, yes.” She looked over the rest of them. “And, ah... Diamond Tiara.”

Even though Diamond Tiara hadn't been volunteering, she got up and headed to the front without complaint – without any complaint from her, anyway. Many of the other fillies in the class whined quietly about it.

“And as for the colt... Hm, not Rumble or Featherweight, you've both already done demonstrations of your own.” She paused, seeming to consider her remaining options. “Button Mash, you'll do nicely.”

Button's heart leapt upward at the call of his name. Yes! As much as he enjoyed Sweetie Belle, he enjoyed other fillies, too, and it looked like he was about to get a chance at two more of them ... at the same time!

Once all of them stood together in the front, Cadance began speaking again. “Now, this demonstrates the stallion, mare, mare threesome, which is always a favorite of many ponies, especially the stallions. But it offers opportunities not only for the stallion's pleasure, but for the mares to cooperate for their own pleasure as well.”

Button glanced at the two fillies standing next to him. Diamond Tiara, the closest, stared aloofly out toward the class, but Apple Bloom peeked over the other filly's shoulders and stared at him lustfully. He smiled weakly back at her, a little intimidated by the hunger in her eyes.

“To begin with, let's begin with a common male fantasy: the double blowjob. Button, would you pull a chair up in front of my desk, please?”

Button did as he was told, and then sat on it when Cadance nodded to him. He glanced over at the two fillies again, but they were both looking to their teacher for instruction.

“Can everyone see clearly?” Cadance asked the class.

He crossed his front hooves in front of himself, suddenly aware of all his schoolmates staring at him. This was the first time he'd been called on like this, and although he'd seen other students in this position, it still made him a little nervous to be the center of attention now.

“Good, good. Now, Apple Bloom, Diamond Tiara? Please get down on the floor in front of Button Mash.”

Apple Bloom raced over to get in front of him, but Diamond Tiara took her sweet time, walking regally, as if of course the whole class should be waiting on her to get there.

Cadance reached down and spread Button's legs apart, displaying him to the class, and especially to the two fillies who looked up at him, one with obvious desire and one with feigned indifference. He blushed when he noticed that he was already starting to get a little turned on, a couple inches already slipping out of his sheath.

“A double blowjob is simple, and you can apply nearly everything I taught you yesterday about fellatio to this situation. Only now, there are two mares, so they'll be able to give their attention to more of him at once.” She turned to the two fillies. “Please begin. And if either of you finds the other getting in the way, don't forget that you can play with his balls.”

Before Cadance had even finished speaking, Apple Bloom had slurped up the exposed portion of Button's cock, and she was kissing the rim of his sheath as she eagerly suckled at him, drawing more of him into her mouth. Diamond Tiara – with an encouraging push from Cadance's hoof – edged her way in beside her classmate and began half-heartedly licking his balls. He found himself quickly becoming hard, but Apple Bloom didn't give him an inch. Every bit of him that emerged from his sheath went right through her lips before even touching the air.

“Can you tell the class how this feels, Button Mash?”

Button's mouth gaped. He had foolishly thought himself experienced after a couple times doing the deed with a real filly ... but this? It was like the two fillies were pleasuring his everywhere. Never before had he thought of his balls as being this important, but having the two fillies treat all of his endowment like it was one big, cohesive whole, that was like the difference between clopping himself and real sex, all over again. He felt surrounded by warm, wet, loving tongues. “It's... I'm, um...” He couldn’t seem to articulate it, but apparently the dumb grin on his face said enough.

“I think we can safely say he's feeling overwhelmed by the sensation.” Cadance giggled a little. “Now, Apple Bloom, be sure to give Diamond Tiara a turn – you two are supposed to be helping each other, so don't be too greedy.”

Diamond Tiara moved up next to Apple Bloom, but the yellow filly didn't relinquish her mouthful. She bobbed her head up and down on it, moaning as she reached back to touch herself as she did.

“Princess!” Diamond Tiara whined.

Cadance looked at them thoughtfully. “Well, most stallions do enjoy being fought over. Diamond Tiara, why don't you take it from her?”

Grinning maliciously, Diamond Tiara took hold of the bow on Apple Bloom's mane and yanked her up off of Button's cock. Apple Bloom whimpered and struggled, but she hadn't been prepared for it, and Diamond Tiara had her by the mane.

Diamond Tiara then seemed to realize just what she'd have to do after pulling Apple Bloom away, though. She stared at Button's exposed, wet cock for a moment, looked up at Cadance, then back down at it again. She took a deep breath, and then she took his tip into her mouth.

Unlike Apple Bloom, there was no desperation in Diamond Tiara's motions. She put in the minimum acceptable effort, not even taking him into her throat at all. Of course, much of his length was left exposed, and Apple Bloom capitalized on that. Apple Bloom kissed the side of his cock. Her tongue slid across the front of it as she moved her head up and down, as if she was jerking him off into Diamond Tiara's mouth. With her hooves, she gently caressed his balls, coaxing him toward finishing inside.

“Excellent initiative, Apple Bloom. This reminds me, perhaps we could show the class an advanced cooperative technique. Both of you, please stop for a moment.”

Button Mash whimpered when both little fillies pulled away from him, thrusting his hips up toward them, but it didn't do him any good. Not yet.

“Each of you, please place your mouths on one side of Button Mash's shaft, just like Apple Bloom was doing before, but on opposite sides from each other.”

Button sighed as he felt their heavenly little mouths come back into contact, as he felt their soft tongues touch each other across the girth of his cock.

“Now, slide slowly downward – be careful to keep directly across from each other. It's a little tricky at first, but I'm sure you'll soon get the hang of it.” Cadance smiled and nodded as the two fillies moved their mouths across his length in unison. “Good, good. Now, back upward. Kiss at the top, then back down again. You're going to simulate an in-and-out motion with him squeezed between the two of you.”

When the two fillies made it back up to the tip of his cock, Apple Bloom looked up at him with a sparkle of lust in her eyes, even when the two of them went a little too high and ended up kissing each other with his slightly-flared tip pressed against their cheeks. But Diamond Tiara didn't look up at him. She looked at Apple Bloom instead, and there was a weird mix of disgust and desire in the way she looked at her partner.

But then they plunged down again. It was a lot like sliding through the tight entrance of a filly's pussy, but with the added arousal of seeing the two of them there at his base. His thick cock towered over them as they licked him, the tips of their tongues dancing against each other.

By the time they had made a few more passes up and down, Button was starting to thrust against their down strokes, groaning slightly at the feeling.

But then Cadance called a stop to it. “That's enough, I think. We have a lot to get to.”

Diamond Tiara pulled away immediately, but Apple Bloom lingered against his hot flesh for as long as she could without drawing her teacher's ire.

“It's time we moved on to the main event.” Cadance glanced down at his lap. “Button Mash is certainly ready for it.”

Button blushed as a few of his classmates laughed.

“Fillies, please present yourselves to him. An exciting element of the threesome is the ability to choose and rapidly switch between partners. Button Mash, please choose which filly you'd like to mount first.”

With an eager gasp, Apple Bloom spun around and raised her tail for him. She spread her legs and debased herself shamelessly, her pussy lips winking like mad and drooling on the schoolhouse floor. But Diamond Tiara only did what she was told, and just barely. Taking her time to position herself, she stood casually next to Apple Bloom and raised her tail just enough to show the bottom half of her slit. There was a little glistening moisture there, but nothing compared to Apple Bloom.

With Cadance's nod of approval, Button got up and stepped toward them. Apple Bloom's rump was more toned and sexier, and she obviously wanted it more ... but a devious thought occurred to him. Diamond Tiara's plush rear wasn't bad either, and it would be so much fun to subvert their expectations and stick it into her instead. She would be so surprised, and Apple Bloom would be so jealous. It would be awesome!

He moved to do it, mounting Diamond Tiara's backside and sliding forward. But just as his tip touched her warm lips, Apple Bloom jerked to the side and bumped her out from under him. Before he even really knew what was going on, she shoved herself underneath him and slid her soaking wet pussy lips over more than half of his cock. She moaned loud enough for the whole class to hear as he slid inside her.

“Hey!” Diamond Tiara shouted. But it was halfhearted. It showed that she didn't care for Button Mash very much, and didn't mind not having him ... but Apple Bloom had just taken something that belonged to her.

“Oh my...” Cadance shook her head as Apple Bloom's pussy engulfed the rest of Button's cock. “Well, this threesome is certainly ending up more competitive than most. I do want to stress to the class that this is supposed to be a cooperative endeavor, for the mutual satisfaction of everypony involved.”

Apple Bloom didn't seem to pay Cadance's words any mind. She was busy thrusting herself back against the very thing she'd been craving – a nice, firm pony cock inside her.

“Now, during a threesome, it's very important to make sure that nopony feels left out.” As Cadance spoke, Apple Bloom's front legs gave out, leaving her sprawled on the floor with her rump stuck up toward Button's crotch. Button grabbed her well-muscled hips and began pounding into her. Cadance raised an eyebrow at the lewd display. “As you can all see, neither of them is paying much attention to Diamond Tiara. This is bad, and it can make a pony feel useless and unwanted. But, thankfully, there's almost always some way to make things work.” She grinned. “Diamond Tiara, would you please lie on your back in front of Apple Bloom's face?”

Diamond Tiara nodded and got herself in position. But still, Apple Bloom didn't seem to take notice of anything other than her own pussy being filled.

“Apple Bloom...” Cadance looked down at her. “Apple Bloom...” Still, she got no response. “Apple Bloom! Start pleasuring Diamond Tiara this instant!”

That got through to the sex-crazed filly. She finally took notice of the pink pony pussy laid out in front of her, and she allowed Button's thrusting to push her muzzle toward it.

Diamond Tiara cooed as she began to feel Apple Bloom's tongue ... but she wasn't content with taking the passive role of letting Button push Apple Bloom into her. With a savage grin, she took hold of Apple Bloom's bow again, and she shoved the other filly's face into her pussy. Gasping in the pleasure of Apple Bloom's now-muffled moans, Diamond Tiara rocked her hips, grinding her increasingly wet pussy against Apple Bloom's helpless muzzle. She stared down at the sight with a greedy glee.

Button Mash was enjoying himself as well. Apple Bloom's pussy was hot and oh-so-tight, feeling somehow just as muscular and firm as the rest of her. But she was so wet that he could slide in and out easily, using her as much as he wanted. He enjoyed seeing her muzzle buried in Diamond Tiara's crotch, enjoyed the feeling of using this little filly completely.

But it wasn't long-lived. “There are many ways to enjoy a threesome like this. Let me show you one of my favorites.” She tapped Button on the flank. “Button Mash, please get down and lie belly-up on the floor.”

With great reluctance, Button slowly pulled himself out of Apple Bloom's pussy. Her little filly love tunnel gripped at him, begging him to stay just a little longer, but he knew better than to disobey his teacher.

Once he was on the floor as instructed, Cadance turned to the fillies. “Diamond Tiara, please mount him, facing toward his head. Apple Bloom, come over as well and get ready.”

By this time, Diamond Tiara was worked up to the point where she came to him with a spring in her step. She no longer looked at his cock in disdain. Now she looked at him in a more appraising way ... and then she casually swung a back leg over his body and sat herself down on the tip of his cock.

Diamond Tiara's pussy was nearly as tight as Apple Bloom's, at least as she worked his tip inside and began to glide down on him. But the deeper he went, the more she seemed to soften up. On the inside, she was warm, welcoming, and oh so plush. The wet heat of her washed over his cock as she welcomed him inside. He could still feel the tight constriction of her entrance around his base, but most of his shaft floated in a hot, squishy heaven that seemed to mold and flow around him. Would he have even noticed the differences between the two of them if he hadn't had them back-to-back?

Cadance seemed pleased with Diamond Tiara's new-found enthusiasm. “Nicely done. Now, Apple Bloom, lie down on top of Button Mash, belly to belly and with your face toward Diamond Tiara.”

It took quite a bit of careful maneuvering, and even then it wasn't quite careful enough – Apple Bloom once nearly stomped right on top of Button's face with her back hoof. But eventually Apple Bloom managed to get in position. It left her dripping slit just above his face, and it brought her own muzzle right up to where the base of Button's cock spread Diamond Tiara open.

Even as she squirmed and rocked her hips on top of Button Mash, Diamond Tiara didn't have to wait for Cadance's instructions. She took hold of Apple Bloom's mane again and had her way with the farm filly, using Apple Bloom's mouth to pleasure her clit even as Button Mash filled the inside of her.

“Perfect!” Cadance clapped her hooves together. “Diamond Tiara has the right idea. But there's more potential for pleasure in this position that isn't being utilized yet. Button Mash, please attend to Apple Bloom.”

Although it wasn't his favorite thing in the world to do, Button didn't wait for her to tell him twice. He nuzzled his way up between Apple Bloom's warm, solid thighs. Her liquid arousal dripped on him before he even got there. He lapped it up, then found the source: her surprisingly plush pussy lips. Apple Bloom's legs clenched around him when he licked her, and she moaned loudly, even though her lips were muffled by Diamond Tiara's pussy.

And all the while, Diamond Tiara let herself go and began to ride his cock more and more lustfully. He could barely see her at all, though he knew she was still holding Apple Bloom by her mane, forcing the farm pony to service her clit as she slid up and down on Button's cock.

Apple Bloom whimpered and pressed her pussy hard against Button's face. He was giving her everything he had, but it wasn't enough. She wanted much more than just a tongue.

But Button wasn't in a position to give her anything more. His cock was ... busy. Diamond Tiara's soft depths squeezed at him more and more fervently. He could feel the filly's legs trembling around his hips as she struggled to keep going. “Apple Bloom!” she cried out. “Your – how are you so...? Aaah!”

Diamond Tiara slammed downward, no longer able to keep herself up. She took every bit of him inside her pussy as it clenched down on him, hard.

Apple Bloom kept at it, even as the other filly shuddered and convulsed, even when Diamond Tiara let go of her mane, she kept that filly clit pressed firmly between her lips. Diamond Tiara's orgasm went on and on, longer than Button thought an orgasm could go on. It seemed like forever before she finally went limp.

“Excellent! You see, class, even though a female/male/female threesome is more commonly thought of as a treat for the stallion, it can hold great charms for the mare as well.” She patted the top of Diamond Tiara's head, being careful not to dislodge the filly's namesake jewelry. “Very good work, Diamond Tiara. I'd say it looks like you've had enough for now.”

Diamond Tiara didn't respond. She just stared off into the distance with a dumb, drooling grin on her face.

“Now, to demonstrate the next kind of threesome, I'm going to need the help of a lucky colt...”

The hooves of every other colt in the room shot skyward. But there was also...

“Scootaloo?” Cadance asked, a little perplexed.

“Yes!” Scootaloo pumped her hoof in the air and rushed to the front of the classroom in an orange blur. “Score fifty points for team awesome!”

Cadance held the eager futa-filly back with her hoof. “I'm sorry, Scootaloo. I wasn't trying to call you forward. I was just a little confused about why you would raise your hoof when I was asking for colts...?”

“Well, I've got the right parts for the job, don't I?”

“I suppose you do...” After a long moment's pause, Cadance acquiesced. “Very well. Class, Scootaloo will be acting as the second colt to demonstrate a few male/female/male threesome techniques. You should take note, though, that it's not typical for the second colt to actually be a hermaphroditic female. Scootaloo, if you would, please only make use of your male anatomy during this demonstration.”

Scootaloo gave her a snappy salute. “Can do!”

Cadance nodded. “Now, Diamond Tiara, are you feeling recovered enough to return to your seat?”

For a long moment, Diamond Tiara just kept staring off into space. Then she finally seemed to take note of Cadance's question, turning to look. She moved her legs a little, as if about to get up, but she couldn’t manage it. Instead, she collapsed back down onto button, which set off a small aftershock of orgasm as his cock rammed back into her pussy. Even more filly juices squelched out into his lap.

Button groaned as he felt her convulse again. He hadn't gotten off yet, and even though Diamond Tiara's pussy was even softer now, even with the extra sensation of her twitching around him, he wasn't even close.

Cadance's magic slowly lifted Diamond Tiara off of Button's cock. She hung limply in the blue glow, and a shiver went down Button's back as he felt his shaft slowly slide out of Diamond Tiara's soaked and well-spent pussy. When it plopped free, it fell forward and splatted against Apple Bloom's face.

“Okay, you two, let's see you back on your hooves.” Cadance waved them upward.

Apple Bloom showed hesitation at first to do as she was told. Button hadn't stopped tending to her, and she didn't seem eager to leave him, especially now that she could begin nuzzling the side of his shaft, becoming reacquainted with it now that it was smeared in Diamond Tiara's filly nectar. But when she caught sight of Scootaloo's hanging, already-aroused cock, something inside her seemed to click, and she hopped right up. Button followed a moment later.

“To begin with, let's have an old favorite: the spit roast. It's named after a technique for cooking very large vegetables. Now, class, the part I'm about to do with a coin flip isn't at all necessary to the process, it's just amusing, and I so rarely get an opportunity for it.” She levitated a one-bit coin from somewhere inside her mane. “Scootaloo, since you're the newcomer, let's have you do the honors. She held the coin up in front of Scootaloo. “Go ahead, give it a flip.”

Scootaloo quirked an eyebrow at the unexpected turn of events, but she gamely took the coin from midair and wasted no time in flipping it high. She didn't quite manage to catch it, so it hit the floor and bounced before finally coming to rest. Everypony nearby leaned forward, trying to get a look at it, even though most of them didn't yet know what either result would mean.

“Heads!” Cadance called out gleefully. “So you'll be getting Apple Bloom's head. Button Mash, you get her tail end.”

The three young ponies began getting into their approximate positions. Though none of them were exactly sure how this would work yet, Button was starting to have a pretty good idea.

“Button Mash, you mount her from behind just like you did earlier. Scootaloo, you're going to mount her from the other end.”

Apple Bloom's eyes went wide as she watched her friend's swinging orange cock approach. She whimpered a little when Button's chest slid up over her rump. Though the whimper might have sounded a little fearful in any other context, her body language made it clear that she knew: she was about to get exactly what she wanted so badly.

As Button prodded the tip of his cock back into Apple Bloom's eagerly winking pussy, he watched in unbridled arousal as Apple Bloom willingly nuzzled her head between her friend's front legs.

Scootaloo hefted her lightweight pegasus body up and over Apple Bloom's neck. Button couldn't see what was happening down there from his vantage point, but he could feel the jolt of excitement that passed through Apple Bloom's whole body when Scootaloo found her mark.

Button pressed himself the rest of the way into Apple Bloom's pussy, enjoying the way her extra-firm inner walls slid over him, aided by Diamond Tiara's lingering juices as he spread them deep inside Apple Bloom. He looked across her back at Scootaloo ... the pegasus filly winked at him teasingly, then thrust herself forward.

Apple Bloom made a glug sound, and her whole body tensed for a moment, but she quickly relaxed. When Button pushed into her again from behind, she let him push her forward, and she willingly took every last bit of Scootaloo's filly cock into her mouth. In this position, she seemed to have no trouble at all opening her throat for her friend.

Button and Scootaloo developed somewhat of a rhythm, rocking Apple Bloom back and forth between them. As one cock slid out, the other would slide in ... and Apple Bloom seemed to love every minute of it, if the muffled moans she made were any indication.

Just when Button was really starting to get into it, though, Cadance stopped them by placing a hoof on Apple Bloom's back and holding the filly in place. She craned her neck down to look at Apple Bloom face-to-face underneath Scootaloo's belly. “You're enjoying this very much, aren't you?”

“Mm-hm,” came the muffled reply. Apple Bloom wasn't about to relinquish her meaty mouthful.

“But it isn't quite enough, is it?”

“Nun-uh!”

Cadance nodded. “I thought so. I didn't get to be the Princess of Love without being able to tell when a filly needs a really good fucking. I'd say you must have been terribly deprived recently, and now you're making up for it?”

“Mmm!” Apple Bloom shuddered as both Button and Scootaloo pressed forward at the same time, filling her from both ends at once. What she'd been trying to say was anypony's guess.

Rising back up and addressing the class again, Cadance smiled broadly. “It looks like Apple Bloom is ready to show us a rare treat. This is something rather extreme, and you should use great caution before trying it yourselves, preferably while being watched over by somepony experienced, such as myself.”

Now that Cadance wasn't holding Apple Bloom still anymore, Button and Scootaloo were back at it, stuffing her in unison now. Button found the “Mmmf!” noises Apple Bloom made each time they nearly met in the middle to be irresistibly cute and sexy.

But Cadance soon put a stop to that. “Button, please lie down on the floor like you were earlier.”

Only with great reluctance did Button comply. He gave Apple Bloom's taut pussy a couple more good pumps before he slowly pulled his length out of her. She winked desperately and backed toward him as his cock swung away, but he did as Cadance had said and got down on the floor.

“Good. Now, Apple Bloom, lie down on top of him. Line yourself up with his tip, but don't take him inside just yet.”

It took even longer for Apple Bloom to let Scootaloo's cock slip out of her mouth, but eventually she did as she was told as well. She stood over Button for a moment. “Um, belly-up or belly-down?”

“Either way is acceptable.”

Apple Bloom wasted no time in getting on top of him. She chose belly-up for some reason, even though it was a really awkward and clumsy position to accomplish. For a moment, her warm entrance brushed across his tip, and it took all of his willpower to keep from grabbing her wide, farm-filly ass and shoving her down onto his length. But he resisted the urge, knowing that Cadance had something else planned.

“Now, Scootaloo, you get on top of Apple Bloom, belly to belly. Just like Button, I want you to get lined up, but don't get inside her yet.”

Apple Bloom squirmed as Scootaloo got into position. Her pussy leaked warm stickiness through her tail and onto Button's belly. He wanted so badly to push into her and finish himself off inside, but he forced himself not to. Cadance had something planned.

“Does everypony have a good view?” Cadance asked. “No? Okay, Dinky, Featherweight, please move up to the front. You’re going to want to see this.”

“You're not gonna have Button Mash stick it in mah butt, are ya, Princess?”

Cadance laughed a little at Apple Bloom's question. “No, no. That lesson isn't until later, and none of you have been taught how to properly prepare.” Once their classmates were in position to get a good view, Cadance continued. She reached out with her pink hooves and held the tips of Scootaloo's and Button's cocks tightly together.

Button's eyes went wide at the feeling of another cock being pressed against his. By now, he was desperate for a little stimulation, but this wasn't what he had in mind!

“Now, Apple Bloom, please lower yourself onto them. Take it slowly and carefully – this is going to be twice the size of what you're used to. But you're a tough earth pony, and you're a very horny young mare, so I think you can handle it.”

Shuddering in anticipation, Apple Bloom slid between her two classmates until the twin tips of their cocks pressed against her pussy lips. She pressed backward, and her entrance mashed against them, she pressed even harder, but they couldn't quite squeeze in.

“Remember, Apple Bloom,” Cadance said, “slowly and carefully.” She used her hooves to wiggle Button's and Scootaloo's cocks back and forth a little.

Button shuddered at the strange pleasure as they rubbed against each other, not sure if he was comfortable with that. The whole class was watching as his dick was touching another ... he didn't feel like he should be enjoying it, but...

Apple Bloom's plush lips spread open wide, and the two cocks began to slip into her. Just barely an inch at first. But once they were in, they easily slid further – one slicked with Apple Bloom and Diamond Tiara's juices, the other coated in Apple Bloom's saliva. Apple Bloom threw her head back – nearly hitting Button in the face with her hair bow – and crooned up toward the ceiling as they began filling her to her limits. She lost the ability to move herself, instead writhing uncontrollably between her two new lovers as she was sandwiched between them.

But Scootaloo didn't let Apple Bloom's halt stop her. She grabbed her friend by the withers and thrusted forward. Button felt Scootaloo's cock slide over his own as her slow, steady push hilted her inside Apple Bloom.

Button could feel the way the deep penetration turned Apple Bloom into putty between them – the farm filly relaxed completely, and even her pussy became a little less tight. Taking Scootaloo's lead, he pushed up into Apple Bloom as well, sliding deep inside her. He felt the flared ridge of Scootaloo's tip flick over his own as he managed to push a little deeper inside.

To Button's surprise, Apple Bloom reached her forelegs up around Scootaloo's neck, drew her down, and started kissing her passionately. The sight made his cock twitch, which made Scootaloo moan into Apple Bloom's mouth.

When Scootaloo started making little humping thrusts into her friend, Button felt her balls lightly rubbing on top of his own ... they were a little bigger than his. As the two fillies made out and fucked on top of him, he looked up at Cadance. “Um, Princess...?”

“Yes, Button Mash?”

“Is this, um... Is this gay?”

Cadance smiled indulgently. “No, little one. Not quite. Even if Scootaloo was a colt, I don't think it would technically be gay – you two are just sharing. But since Scootaloo is a filly – despite her extra anatomy – it certainly can't be considered homosexual in any way.”

Button sighed in relief. That would be an upcoming lesson, he knew, but it was one he wasn't looking forward to. Fillies and mares were all he wanted, he was sure. Which was why he wanted to make extra sure that it wasn't anything weird for him to be enjoying the sensation of Scootaloo's hard cock sliding back and forth against his, tightly pressed together by Apple Bloom's tightness.

He began moving as well, pulling out and pushing back in with long, slow strokes as opposed to the pattern of short, erratic jerks Scootaloo was falling into. The pleasure doubled from Apple Bloom's slick inner walls as well as the firm curve of Scootaloo's cock. It tripled when he felt Scootaloo's flare against his own swelling tip. Deep, deep inside Apple Bloom, the head of Scootaloo's cock was flaring out wide ... she was about to cum! Button's own tip expanded, then grew all the more rapidly as each thrust from either of the two forced the two wide tips apart as they slipped over each other. It pressed them both even more tightly against Apple Bloom's deepest hollow, driving them closer and closer to the edge of endurance.

Scootaloo reached her limit first. She jammed herself as deep inside as she could and cried out, “Apple Bloom, I'm...!” before her cock throbbed against Button's. He could feel her balls tense and lift off of his, then the powerful spasm of her cock as the burst of cum raced down her length ... and then the incredible flood of heat and soupy wetness around his flared tip as Scootaloo spilled herself into Apple Bloom's pussy.

Why was this turning Button on so much? By the time he felt Scootaloo's third pulse of cum, he couldn't hold himself back any longer. He grunted against the back of Apple Bloom’s neck, held her tight, and released himself. The ecstasy of orgasm washed over him as his cock twitched and spewed his essence directly into the pool of filly cum that already filled Apple Bloom to the brim. His cum was mingling and mixing with Scootaloo's! Why was that so sexy?

Apple Bloom's pussy couldn’t form a seal around the shape of the two cocks inside her, so the creamy evidence of their pleasure easily leaked and splattered out of her between the two throbbing shafts. It leaked out of her in staccato spurts, following the mismatched timing of the two cocks overfilling her.

With a squealing cry, Apple Bloom finally found her own orgasm. The force of her convulsion crammed the two cocks inside her so tightly together they couldn't move. Even as they continued to throb out the last little dribbles of their cum, Apple Bloom's body jerked back and forth between them. Her powerful inner muscles squeezed and sucked at them, teasing out every last drop of cum and pulling it deep into her little filly womb.

Button felt the hot goop of three combined orgasms flowing down over his crotch and his inner thighs. It completely coated his balls in milky white and it soaked into his fur ... but he didn't care. He was still in complete bliss, riding out the last waves of his orgasm.

Apple Bloom moaned deeply – not the kind of sound he'd expect from a filly. This was the sound of a mare, a mare who had finally been satisfied, finally gotten enough of what she hungered for.

The three of them rested together for a long while, their sweat cooling on them and all sorts of fluids leaking out between where all three of them joined together. Their deep, panting breaths caused Apple Bloom and Scootaloo to move up and down in strange rhythms. Each of them shuddered occasionally from the aftereffects of what they'd just been through.

Button's cock was the first to soften and plop out. He felt the soggy tip of it bump against Scootaloo's balls before it shrank back into his sheath.

Scootaloo's withered quickly and followed soon after. When hers came free, it dribbled a sticky stream of cum directly into the hole of Button's sheath. He felt the warmth in there and knew it was going to need a thorough cleaning ... but for some reason, it was also kind of a turn-on.

As the three of them separated, Cadance clapped her hooves together. “Wonderful! That's something not many ponies get to see, much less experience. What do you think about it, class?”

Despite the direct question, nopony in the class answered. They all stared, silent and wide-eyed, but they didn't seem to see two fillies and a colt picking themselves up off the floor and trying to wipe away gobs of cum ... those fillies and colts were still filled with sights that they hadn't quite finished processing yet.

...As opposed to Apple Bloom, who was simply filled with cum.

Although nopony seemed to be paying much attention to her at the moment, Cadance continued: “These are only two of four possible combinations for a threesome. We haven't discussed all-mare or all-stallion threesomes much yet, and I think that can wait until the day after tomorrow when we learn about homosexuality.” A few heads were beginning to turn in her direction, which seemed to give her an even more chipper tone. “Now, we still have a lot of time left today, which is good because today's homework will be an in-class assignment. We're going to learn about orgies!”

A subtle disruption passed through the class, something like a gust of wind through a field of wheat. The young ponies didn't seem to know whether to be excited or anxious, eager or dismayed ... but they certainly felt something.

“Diamond Tiara, Apple Bloom, Button Mash, and Scootaloo may be excused from participating if they wish, though they should still stay and watch.” Cadance grinned at them knowingly. “I'm sure you're quite worn out already.”

Although Button and the two other fillies nodded emphatically, Scootaloo jumped forward in front of them. “Not me!” she said triumphantly. Her cock was already beginning to nudge its way back out of her sheath. “There's no way I'm sitting this one out!”