Author's Note

Homework 4 was so big I had to split it into 3 parts! There’s just too much clop in here for one chapter to contain!
Part 1 Contains: Free-for-all orgy, Futaloo, Futa sandwich, Cum-swapping.

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Homework 4: In-Class Orgy (Part 1)

“Excellent, Scootaloo. It's always good to see such enthusiasm from a student.” Cadance rubbed the top of Scootaloo's mane, and Scootaloo felt the glow of appreciation inside her. Hopefully soon, she would feel other things inside her, too. Cadance glanced back at Button Mash and Apple Bloom, who both lay panting on the floor in front of her desk. “Of course, the ponies who participated in today's demonstration needn't feel obligated to participate now – they have already done plenty, and may understandably be too tired to continue.”

No sound of disagreement came from them. Scootaloo looked down at them quizzically. Sure, they did look tired ... but come on! How could they willingly miss out on the big orgy day? If anypony asked her, she'd tell them that the whole-class orgy had to be the most awesome day out of all sex ed!

“For the rest of you, though, I'm certain this will be an interesting experience. To begin, please move your desks to the edge of the room and clear a space in the middle.”

The room filled with the unpleasant sounds of furniture scraping across the floor, but it only made Scootaloo all the more excited for what would be coming soon. Heh, or who would be coming soon! How could this be any more awesome? She danced from hoof to hoof, watching her classmates move around. Most of the colts already had their cocks hanging out, and even though it was harder to see, she also spotted glossy wetness under the tails of a filly or two. And then it hit her – the moment of inspiration. How could it be more awesome? She could make it a challenge! Could she fuck every single one of her classmates in one day? Was it even possible? Now that would be a challenge worthy of a pony who wanted to be as awesome as Rainbow Dash!

Hm ... did Rainbow Dash do anything like that in her sex ed class? That would be something worth asking, the next time Scootaloo saw her.

By the time Scootaloo semi-officially made her challenge to herself, the other ponies in the class had managed to clear the middle of the room for ... activities. They now stood in a rough circle, glancing back and forth between each other and Cadance.

“Please, please,” Cadance said. “There's no need to stand on formality. You should all know enough by this point to have a good idea how to proceed – find a partner or two and go for it!”

Still, the room remained awkwardly still. Nopony seemed sure of who to go for.

Come to think of it, Scootaloo had to figure out who she should go after first as well... She could cross Apple Bloom and Button Mash off her list, those were a given. But who else? Her cock was starting to hang down a little again, but only a little ... she'd probably need a bit more time before going after a mare. So a colt then. That narrowed it down. Which one? Given the ratio of colts and fillies in the class, the colts probably wouldn't last long. She'd better go for the hardest-to-get one first, to make sure she got him before he got worn out...

Which colt would be hardest to get...? There were only three left to choose from – Featherweight, Pipsqueak, or Rumble. Of course. Her very first homework assignment had been with Rumble, and even though she'd been getting really turned on as they examined each other, he'd totally chickened out of actually doing anything with her. He was definitely going to be the most challenging.

She nodded to herself. Right. Time to go for it!

But the moment she stepped toward him, the whole class degenerated into horny chaos. They must have all just been waiting for somepony else to make the first move, because now everypony was lunging for their preferred partners in a big, colorful free-for-all. Even Cadance laughed and jumped into the fray, scooping a random filly – Silver Spoon – up and beginning to lick her pussy with hardly any warning.

Oh, so Cadance was going to participate? Well, that would just be one more pony on Scootaloo's list. She pushed her way through the crowd, zeroing in on Rumble's dark grey fur. Ponies grabbed her, rubbing her flanks, touching her pussy ... it made her tail rise higher and her cock hang lower, but she kept on track despite it all and didn't stop for anything, not even when Berry Pinch leaned down and licked the side of her cock as she passed.

When she finally got to Rumble, there was a bit of a problem. Twist was already on her back underneath him, with his cock deep in her throat.

But was a little problem like that going to stop a pony like Scootaloo? No way! She grabbed Twist by the hind legs and pulled. Twist slid out from under Rumble, and his cock slid out from her throat.

“Hey! What givth?” Twist cried, but Scootaloo was already stepping over her. Scootaloo's dangling cock dragged across Twist's belly, but Scootaloo ignored it – that wasn't what she was after right now.

Instead, she went right up to Rumble's indignant face, wrapped her hooves around the back of his neck, and kissed him deeply. He made a little squeal of protest at first, but that soon changed to a moan of pleasure as Scootaloo's soft lips coaxed his tongue out and allowed her to explore him.

The moment they separated, Scootaloo spun around and raised her tail for him. “We have some unfinished business, buddy.”

He did step closer, but not all the way closer, not close enough to mount her yet. “Uh, I dunno...” His eyes were obviously focusing down on Scootaloo's tight little orange balls. “It seems kind of...”

“Ugh, just fuck me already!” Scootaloo shoved herself backward and pressed her ass against his chest. She felt the warmth of his fur as her pussy juices smeared onto him.

“Scootaloo... I – but it's...”

Twist managed to squirm out from under Scootaloo ... which somehow involved a lot groping and a little licking of Scootaloo's filly cock. Despite her interest, though, she didn't seem happy about Rumble being taken from her. “Hey! You can't justh take him like that. He'th mine!”

But her protest fell on deaf ears. Scootaloo had her mission, and now that Scootaloo's male parts were out of his view, Rumble's instincts were taking over. All he could see now was a needy filly rubbing her pussy on his chest, and his body knew exactly what to do with that.

As he reared up and worked his legs over the curves of Scootaloo's ass, Twist stomped her hoof against the floor. “Theriouthly?”

Her pout didn't last long, though. Somehow, Pipsqueak had gone unclaimed so far, and the look on Twist's face changed entirely when he mounted up behind her and unceremoniously began wedging his cock into her.

“Oh, Pipthqueak... You tho big,” she purred.

Not that Scootaloo cared much. She was far more preoccupied with the way Rumble's broad tip – still slick from Twist's blowjob – nudged against her winking pussy lips. Rumble was being a lot gentler with her than Pipsqueak was with Twist, and that suited Scootaloo just fine. Not that she'd admit it to anyone, but she'd never really had a cock before. Well, no, of course she had a cock – but she'd never taken one inside her. There had been a few experiments with toys, of course, but she'd never had a real, live colt cock inside her ... the thought of finally doing it was making her pussy smear an extra-thick layer of filly juice onto the tip of Rumble's teasing cock.

Of course, Rumble wasn't content with teasing for long. His nudges grew more and more insistent, spreading her virgin lips apart a little and touching the tender pink skin inside.

Scootaloo gasped at the new feeling. It dawned on her, as Rumble's tip slid a little bit inside, that she'd been craving this – her body had been begging for something, and only now did she realize what she needed. She needed cock. A thick, warm stallion cock that her fresh young pussy could caress and embrace as it slid deep inside her.

And inside it went. Rumble humped away, each motion driving him a little deeper into her sweet, syrupy pussy. Goddess, he was so much bigger than the toys she'd used – and he wasn't even the biggest in the class!

She was being stretched open in ways she'd never been before, more than she would have thought possible ... but still Rumble kept giving her more and more of himself. How much more of him was there? How deep could he go? It already seemed like he was filling her all the way through! And yet, she loved it. It was perfect! She pushed back against his thrusts, wiggling her hips to help him sink in even deeper, and her cock slapped against her belly, fully erect now and ready to go.

But how could she go anywhere when Rumble was filling her so perfectly? He made a cute little snort, losing patience with the slow approach, and he grabbed Scootaloo tightly around the belly. That happened to wrap his hooves around her cock, but he didn't seem to care, not anymore. Holding her tight, he hunched forward and shoved himself all the way inside her. His balls pressed up against Scootaloo's smaller ones as the rim of his sheath kissed her eagerly winking pussy lips ... her hot juices dripped down between the two sets of balls, coating them both as she lost control of herself.

Rumble froze like that for a moment, simply enjoying Scootaloo's wet warmth ... but he soon began pounding her in earnest, driving her forward bit by bit as he tried to push further into her than he could manage.

There wasn't much room in Scootaloo's mind for anything other than that magnificent length of colt cock sliding in and out of her ... but what little attention she did still have for the world outside of her own pussy caught a pertinent detail: every little step she took to keep her balance underneath Rumble's thrusts took her a little bit closer to Twist and Pipsqueak.

The two of them had gotten turned around a little bit – probably so that Twist could get her nose buried between Cadance's hind legs. Scootaloo got an excellent view of the way Pipsqueak's butt muscles clenched every time he shoved himself into the chubby little filly and the way his tail twitched every time he pulled back. Then she was driven a little further forward, and she got a close-up view Twist's tightly-stretched pussy lips rippling over the veins of his stallion-sized cock as it slid in and out.

And before long, she was right next to Twist, side by side. She looked over at her classmate, whose extra body fat wiggled with each of Pipsqueak's thrusts.

Somehow, under Rumble's onslaught, she even managed to lift up a hoof and pat Twist's shoulder. “Sorry about taking Rumble... It's just that I – unh!” She shuddered as Rumble bit the base of her wing to give himself more leverage and fuck her even harder. “It's just that I'm trying to – mmm!” He pressed long and hard from behind her, managing to push himself just a tiny bit deeper than he ever had before. She fought for breath. “Oh, forget it! I'll explain it after class.”

Twist pulled her face out from between the Princess's legs. Her muzzle was covered in a thick coat of silky clear juices that hung in strands from her lips. “Don't worry about it, ith okay,” she said. “But can we trade back sometime? I want to feel what he'th like.”

At the sound of that proposal, both colts paused, giving the fillies a moment to breathe. The two colts glanced over at each other, then down at each other's fillies. When Scootaloo saw the sly grin on Rumble's face, she already knew exactly what was going to happen.

Both colts quickly pulled out, dropped back to the ground, and then scrambled around to the other mare. Scootaloo barely had time to mentally cross Rumble off her list before she felt Pipsqueak climbing up on her back ... and Pipsqueak's huge cock pressing against her pussy.

Sweet Goddess, he was huge! Was he even going to fit? There was no way...

But even as Rumble slowly teased Scootaloo's juices across Twist's sloppy pussy, Pipsqueak grabbed Scootaloo's flanks and pushed.

Scootaloo squealed as Pipsqueak's cock – still wet with Twist's juices – barged its way into her too-tight pussy. Stars blinked in and out of her eyes, and yet she wanted it. This wasn't about her list, even, not about the challenge and not about the pride of being able to take such a cock. It was simply that the stretching felt so amazing!

After being warmed up by Rumble, Scootaloo's pussy was ready for everything Pipsqueak had to give – and oh, did he have a lot to give! Every point of contact between his huge slab of colt meat and her tender insides was ecstasy and agony. She could feel every vein and curve. She could feel the ridge around the head of his cock, and she could feel... Oh wow... Was he just now getting to the medial ring? Scootaloo's eyes went wide as that thick ring rubbed back and forth over her clit and then sank deep inside her.

She had to spread her legs open a little wider to accommodate the girth near his base – she stumbled a little while she did it. Pipsqueak's cock was stretching parts of her that Rumble's had never even touched. He just kept going deeper and deeper until... “Ow!” Scootaloo yelped. “Too deep!”

To his credit, Pipsqueak immediately pulled back a little, and then he began moderating his thrusts so that he'd get close to that innermost barrier, but not far enough to hurt her again.

And then it was just pure heaven. Scootaloo let her eyes roll back in her head as Pipsqueak thrust into her. Pipsqueak's thrusts weren't as firm as Rumble's had been, but that was perfect. With a colt as big as Pipsqueak, she needed a bit of gentleness.

A muffled moan from Cadance grabbed Scootaloo's attention ... muffled because Berry Pinch was sitting on her face as Twist continued to eat her out. And that moan seemed to be just the thing Berry needed. Her body jerked, and short spurts of filly cum squirted out between her crotch and Cadance's face.

But even as Berry heaved in deep breaths and shuddered in the aftershocks of her orgasm, she rocked her pussy back and forth over Cadance's muzzle and gave a frustrated moan. “It's ... it's not enough!” She looked desperately at the way Pipsqueak was mounting Scootaloo and pointed. “I need that!”

“A tad ... busy right now,” Pipsqueak said between grunts, his extra-big cock making Scootaloo gasp with every thrust.

Cadance lifted Berry Pinch off of her, setting the little pink filly on the schoolroom floor next to her. She leaned up and whispered into the filly's ears, but Scootaloo could still hear it: “You don't have to wait.”

Berry looked around fervently, then scrunched up her nose. “But Featherweight's busy with Dinky and Sweetie Belle, Rumble's busy with Twist, and Pip's busy with Scootaloo! Where am I going to get any?”

“Scootaloo isn't busy,” Cadance said with a knowing smile.

Berry glanced over at Scootaloo again, then back at Cadance. “Um, yes she is.”

“Well, she isn't entirely taken...”

Stomping her hoof in her frustration, Berry whined. Her rump squirmed back and forth with her need to be filled. “This isn't funny! I need a dick, and I need one now! Whether she's busy or not, Scootaloo's a filly, so...” Berry's eyes went wide, and she looked back at Scootaloo ... down between Scootaloo's legs, finally seeming to notice the rock-hard filly cock waiting for her there.

Scootaloo grinned to herself. Oh yes... What could be better than getting filled with Pipsqueak's huge cock? Getting filled with Pipsqueak's huge cock while she payed it forward to a cute little filly like Berry Pinch! She looked Berry in the eye and gave her a wink, just as Pipsqueak gave an especially long push.

In a flash, Berry got herself into position: turned around in front of Scootaloo, with her tail raised high and her supple little butt pressed against Scootaloo's chest.

And who was Scootaloo to refuse such a tempting offer? She grabbed Berry's ass with both hooves and heaved herself up, pulling Berry back at the same time. Despite Pipsqueak's weight on top of her, she managed to mount Berry Pinch. Now Scootaloo was sandwiched between the two horny young ponies, and she couldn't believe how sexy it was, even though her cock was only beginning to nudge against Berry's hot, slippery pussy.

And Berry didn't let it stay out in the cold for long. She spread her legs a little and nudged her hips to the side, helping Scootaloo find just the right spot. And when the tip of Scootaloo's cock finally touched Berry in just the right place, she pressed herself backward, sliding her pussy over it and enveloping Scootaloo in her sweet warmth.

Scootaloo cried out at the feeling of Berry's pussy swallowing her length from the front as Pipsqueak pushed into her from behind. The two hot bodies enveloped her on either side, and she felt like an erotic conduit between Pipsqueak and Berry – a live wire thrumming with the energy of three horny ponies all at once.

Berry Pinch worked her pussy all the way down to the base of Scootaloo's cock in one long, wiggling thrust, and Pipsqueak's extra little push just pushed Scootaloo right into her. He sure didn't seem to mind the arrangement – he even reached his hoof down to grope Berry's ass a little as he kept working in and out of Scootaloo.

And just when Scootaloo thought that it couldn't possibly get any better than this, along came Cadance.

The Princess brazenly flopped down on her back behind all three of them and slid up between Pipsqueak's hind legs. She didn't seem afraid of the eight little pony hooves trembling around her at all – she just squirmed her way right in.

Scootaloo couldn't fathom what the Princess was up to, but that was okay – she had all she could handle with just Berry Pinch and Pipsqueak. Every intimate part of her was cupped in blissful warmth, and the three of them had finally found a rhythm that let them glide comfortably in and out of one another. Scootaloo's head was swimming with the intensity of it all.

And then Berry Pinch squealed and jittered, breaking their rhythm. A moment later, she gasped even louder, her pussy squeezing down on Scootaloo's cock.

It wasn't until Scootaloo felt Cadance's tongue on her sheath that she understood – Cadance was having her way with them, all three of them, with her mouth. Scootaloo's balls were next to receive Cadance's sloppy kisses, the bigger mare able to gently pull each one of them into her mouth and suckle them in euphoric, wet warmth. Now Scootaloo truly understood what it was like to be engulfed with pleasure from every possible part of herself. But Cadance wasn't done yet. No, she moved on, trailing her tongue up the inner thigh until she found Scootaloo's little filly love button. She went straight for it, taking it into her mouth and setting off fireworks inside Scootaloo, fireworks that curled and lovingly squeezed the girth of Pipsqueak's cock as it slid in and out of her, fireworks that shot straight down Scootaloo's cock and made her tip tingle as it kissed the entrance to Berry's little womb.

But then Cadance was gone a moment later. Pipsqueak moaned against Scootaloo's neck as Cadance moved on to him instead. He stopped moving – probably trying to keep from bumping the Princess's face with his balls – but his huge cock still twitched inside Scootaloo. She could almost feel Cadance's tongue on him, telegraphed through his tense and quivering cock. He began moving a little – very slowly – as Cadance moved on to his balls, but Scootaloo longed to feel that complete, all over touch again. The sounds Pipsqueak was making only made her remember how nice it felt to have her balls in the Princess's mouth.

Of course, Cadance wasn't going to stop with just that. She pulled herself back underneath Berry again and started over from the very beginning. Berry's tiny nipples, Berry's winking clit, Scootaloo's base and sheath, Scootaloo's tight balls, Scootaloo's dazzlingly sensitive clit, Pipsqueak's exposed length that he couldn't quite fit in, Pipsqueak's bigger, heavier balls... She lavished her attention on all three of them, heightening their pleasure even as she worked herself over with her hoof, even as drops of filly juices dribbled down onto her. The next time she went back to Berry, though, she only got to Berry's clit before the little filly couldn’t take any more.

Berry Pinch cried out, her little voice squealing, as her pussy clenched down and her legs gave out. She planted her pussy – still filled with Scootaloo's cock – down on Cadance's face once more, and she rode out her orgasm, squirting her love juices onto the Princess again as her nicely curved little belly convulsed around Scootaloo's cock.

That didn't quite finish Scootaloo off, though it was a close call. She shuddered as she felt Cadance slowly, tenderly licking Berry Pinch's squirts off of her balls.

But Berry didn't really cooperate with Scootaloo's near-insane desire to get off. She squirmed out from under Scootaloo, leaving Scootaloo's cock out in the cold air ... not for long, though. Now that Cadance didn't have the little filly in the way, she was able to wrap her lips around the tip of Scootaloo's cock and take her deep inside.

Did that count as fucking the Princess? Scootaloo decided it would have to, if she was going to meet her goal. Already, a lot of the fillies around the class were getting off, including Twist, who orgasmed loudly against Rumble's cock. Things would be winding down before long, and Scootaloo needed to get to everypony before that happened.

She only got to enjoy having her cock in Cadance's mouth for a moment, anyway. By the time Cadance managed to wrap her lips around the base of Scootaloo's cock, Dinky Hooves was already on her way over, biting her lower lip and making goo-goo eyes at Scootaloo.

Although she had to give up Cadance's heavenly throat, Scootaloo was more than happy to lift herself up again and mount Dinky's lovely little rump instead. She slid into her classmate's pussy easily – this obviously wasn't the first cock Dinky had taken so far today ... and if the look on Dinky's face said anything about it, this probably wouldn’t be the last, either.

This time, instead of dividing her attentions between all three, Cadance focused solely on just one place: the few inches of Pipsqueak's shaft that he couldn't get inside Scootaloo. She lavished attention on the base of his cock and his sheath, wrapping her tongue and lips around as much of it as she could. Occasionally, she spared a moment or two of attention to Scootaloo's clit, but never long enough. Scootaloo's tight little balls pressed against her left cheek, and Pipsqueak's pendulous, heavy ones repeatedly bounced against her right cheek... She didn't seem to mind, even giving out sweet little moans that Scootaloo could feel through Pipsqueak's cock as Berry Pinch went around and started repaying the pussy-licking favor to her favorite princess.

From the sound of his breathing, Pipsqueak probably wasn't going to last very long. Scootaloo could feel his cock swelling, the tip flaring so wide inside her that neither of them could move anymore. Scootaloo had only gotten a few good thrusts into Dinky, but from the feeling of churning pressure in her own balls, she knew that was probably all the poor little filly was likely to get.

With a jolt that shook through his whole body, Pipsqueak finally released everything he had. Scootaloo could feel the hot pulse of cum travel up through his length, the bulge of it rippling up into her tightly-stretched pussy until it splashed free, deep inside her ... deeper than she'd ever thought anything could be. Wave after wave of it came, filling her with a warmth that radiated through every part of her ... and then surged down to a very specific part of her.

Scootaloo grunted and held Dinky tight, pushing herself as far into the little filly as she could as her own cock began to unload. She lost herself in the storm of pleasure rocking through her, her pussy clenching down and coaxing more cum out of Pipsqueak, even as she unloaded her own balls into Dinky. She was hot, sweaty, and getting more exhausted than she'd like to admit, but she'd never have it any other way.

When the shuddering and convulsing finally stopped, it left them all panting for breath and ready to take a short break. But before either Pipsqueak or Scootaloo could pull their softening cocks out, Cadance stopped them. “Wait, wait! There's something I want to do.”

All three of them looked down at her for a moment, blinking dumbly.

“Dinky Hooves,” she said, “you pull away first ... nice and slow, yes.”

As Dinky did what she was told, Cadance craned her neck up and planted a wet kiss against the gooey seam where Dinky's pussy lips met the glistening-wet shaft of Scootaloo's cock. When the little filly pulled away, Cadance deftly caught the thick blurp of cum that fell free, ignoring the way Scootaloo's sloppy cock slid across her cheek as it fell free.

When Cadance moved backward a bit until she was below Scootaloo and Pipsqueak, both of them understood what she wanted. They separated carefully and slowly, letting the Princess catch another thick splash of cum.

As the two of them separated, Cadance stood back up. Her muzzle and lips were drizzled with cum she hadn't earned, and her cheeks were ballooned out, filled with her pilfered prize. Her eyes darted around between her students, searching for something...

Something that she apparently found when her eyes met Twist's.

Twist licked her lips and came up toward Cadance, swaggering in her steps and ignoring the filly she had been eating out a moment before. She and Cadance had eyes only for each other, and when they met, they both already seemed to understand what each other wanted.

Scootaloo watched in horrified awe as she caught her breath. No way ... there was no way that Twist would be twisted enough to want something like—

Oh yes, yes she did. Twist tilted her head up, closed her eyes, and opened her mouth.

Cadance met her with what must have been the wettest kiss in Equestrian history. The excess from two different cream pies flowed freely as Cadance's lips met hers, dousing Twist's face in a gush of white. And Twist just ate it up, literally. She swallowed it eagerly, her tail rising higher with each gulp.