Study smiled at him and beckoned him forward, presenting her two enormous tits. Dayson’s eyes locked onto each nipple, both of them glistening with tiny drops of pearl-white liquid.

“We need to make sure you have a… thorough education, don’t we?”

Dayson licked his lips and Study stood there. One drip of warm milk fell from her rigid teat to the floor below.

“Time for you to give me some hands-on instruction.”

Something snapped in Dayson when he watched that drop of milk fall.

With a groan, he got to his feet and threw himself at Study Break’s tits. She let out a throaty moan as he pressed his hands into her thick mounds, squeezing a tiny bit of milk out in a short spray that missed him by half an inch.

“Now, now…” Study Break admonished him between gasps. “You know it’s impolite to waste a mare’s milk after she’s cum.”

Dayson blinked and he felt a little dizzy. Of course he knew that. Everypon—everyone knew that. Everyone knew that mares’s tits needed to be milked after fucking. That’s why almost every kind of mare had the thirst spell… to make sure whoever fucked her finished her off properly.

Study Break didn’t even bother using it. Dayson needed no such encouragement. He wrapped eager lips around her left nipple. Just that act gave him a delicious taste of warm milk, tinged with oats. He found himself getting hard again as he took the first suckle… only to completely forget about his hardness when her left tit erupted into his mouth.

Before he could react, Study’s soft hands gently pressed him forward to her breast. All the while, she made little whimpering moans of need. He closed his eyes and simply drank.

That’s right… just drink it all up…

The warm milk seemed to fill his mouth, his throat and even his mind. Everything became fuzzy and foggy. Some part of him already knew this was natural, just a byproduct of… something sex released in mare’s milk.

Time passed… he had no way of telling how much. Only the milk, Study Break’s tits and Study Break’s encouraging hand existed. He suckled, playing with her nipple with her tongue. He brushed it against her slightly bumpy areola.

“Oh Day…” she whispered from somewhere far away. “Don’t st—right there…right… right the—”

He obeyed and licked harder. Then she squealed and thrashed. He wasn’t even really sure what happened. Suddenly the milk became a deluge, becoming sweeter with hints of dandelions and a touch of rose. Dayson didn’t think he could keep up, but Study Break’s eager pleading made him guzzle it down.

Eventually, she moved him to her right tit and everything happened all over again. He felt so full he knew he would burst, but couldn’t bring himself to pull away. It was as if he were drinking liquid sex.

Mmm… you have no idea how much I’m getting off to you right now..

And if Study Break’s desperate moans, needy hands and trembling body were any indication, she loved it just as much as he did. He felt her hand brush along his member… though this stallionhood felt strangely smaller. But he stopped caring when she began to stroke him off as he suckled.

Finally, he somehow knew she was almost empty. He wished he could have more. He knew without a doubt that he would be fucking the mare who had been Professor…. Professor… the mare who was now Professor Study Break tomorrow. The mare… the mare who… who was still… stroking… his…

Dayson let out a muffled cry as he came for the third time. He was so lost in the milk haze he couldn’t even see himself erupt, but still heard Study Break’s coo and the sound of her tongue licking… something. Her wet hand brushed his wrist and a strange shiver ran down his arm.

With that, he slowly stumbled away from her, blinking in confusion and feeling… odd. Study Break thrust out her tits to him, encouraging one more caress. And who was he to deny her?

He gently reached out and stroked her tits… and the Band of Lethne flared.

This is going to feel wonderful… something inside his head murmured. It sounded like his thoughts, but it felt… strange. But it was definitely his own thoughts. It had to be. It’s not like he had somepony else in his head…

“Huh?” He stared dumbfounded as the pink swirls erupted from the device that had made the last twelve hours so magical.

“Day? Are you okay?”

He pulled back his hand and the magic fell away, falling to the ground and swirling around his feet. He felt… something… then it began to rise.

His shoes began to change… then he groaned as something happened to his feet… then he knew…

“No, stop!”

He couldn’t move. He could only stand there as his legs were enveloped in pink magic. He felt… things happen. His bones shifted. His skin tingled like trillion goosebumps of pleasure. His legs went weak and he knees buckled. He tried to fight off how good it felt. He knew this shouldn’t be happening. He was the one who used this wonderful magic to turn women around him into sex-crazed fillies… it wasn’t supposed to do anything to him! Maybe make him a stallion in the trouser department, but that was it…

Despite his mental protests, he let out a breathy moan that seemed a bit higher-pitched than normal. As soon as he gave voice to the wonderful, wonderful sensations… the magic surged upward, washing past him, leaving two white stockings and toned legs in its wake.

Then it hit his waist.

“No, no, no! N—aaah!!”

He felt his stallionhood erupt and send a stream of cum into the air… only to be plucked out of existence by the pink magic. The magic seemed to gather something from that and it intensified, swirling between his legs in blinding streams of pink light. He squirmed and shifted, his feet and legs unable to move properly. He could just barely see a flash as a tight blue skirt simply appeared around his waist. The magic poured around his legs, as if he were sinking into a hot jacuzzi of silk and rose pedals and… and… aching need.

“I… I’m…”

Something changed. He felt the delicate caress of lacy fabric beneath his skirt, even as his hips swelled outward. He groaned at the wonderful sensation—though he knew he shouldn’t—and it intensified as his ass thickened. He felt the fabric beneath his skirt tighten to the point of breaking as his posterior finally stopped growing.

He looked up—unwilling to look down—to see Study Break furiously fingering herself, staring at him the whole while. Even as the magic finished it works on his waist and began to crawl up his waist, he managed to gasp out, “What… what’s… happening?”

“Mmmm…” Study breathed as she licked her lips. “Day… you’re getting so good at that.”

The magic rushing upward, leaving a trail of soft fuzz behind on it’s way to his chest.

“No… this shouldn’t…”

Study licked her lips. “I… I just can’t help myself. Seeing my wonderful fillies enjoy themselves so much turns me on so much!”

He blinked. Through the haze of panic and pleasure, he figured it out. Study Break wasn’t seeing him transform. She… she thought he was…

The magic seemed to lash into his back with two intense bolts of pleasure. He shivered and groaned as his back arched and something behind him transformed. But before he could fully register it, the magic wrapped around his front.

His fingers went to his chest, only for him to see them instantly shift into the soft delicate digits of an even younger version of Study Break. He yelped, but couldn’t pull them away from the nigh-orgasmic swelling pushing out from his chest. He looked down to see…

He blinked, unable to accept the sight. Before he could really get a good look, a lacy D-cup white top shimmered into existence around his new assets. He was horrified to find that he knew it was a D-cup, because that’s what he always wore…

“Why…” He moaned with a voice dripping with heat. “Why won’t it…”

Fireworks burst inside of his brain as the magic swept over his head, leaving a short muzzle, a tan coat and two fuzzy pony ears.

Those ears perked as she heard Study gasp in what was probably an orgasm, but he was so dazzled by all the light, he couldn’t be sure.

“…stop…” he finished in a sultry voice that sounded straight out of a wet dream.

Study Break giggled slightly as she approached him. Her hips swayed with every step.

“Stop?” Study asked breathily as her hands went to his chest… now sporting two breasts almost as big as the professor’s. She gently massaged him through the sheer bra.“But Miss Day Dream, you’ve been such a naughty filly.”

He stared up into her green eyes. His mouth gaped, but then her hands started kneading his chest. He let out a low desperate moan and nodded slowly, unwilling to do anything that might stop the amazing feel of her hands on his… his…

“Haven’t you?” she prompted, licking her lips.

“Yes…” he—she?—whimpered.

“Yes, what?” Study Break prompted as she intensified the caress of his—her?—tits.

“Yes,” he moaned as he leaned into her touch. “I’ve… I’ve been a naughty…

“A naughty what?” Study encouraged with both her voice and her hands.

Some part of him didn’t want to say the word. He knew what it was… it wasn’t the right word. But Study’s hands felt so good against his body. He wanted her to keep doing this forever. He needed her to continue.

Mmm… I love it when they resist…

“A naughty what?” Study insisted. Her hands began to slow.

“…filly.”

Study’s hands redoubled her efforts on her—his?—tits.

“And naughty fillies need to be… punished, don’t they?”

She—he?—nodded.

“Don’t you agree?” Study Break leaned over and nuzzled her neck. The touch sent waves of shivers down her spine, through her tail and up her flaring wings.

“Uh… huh…” Everything was so wonderfully fuzzy.

“Now, I know you’ve had your fun being naughty,” Study cooed. “But naughty time is over.”

A husky giggle escaped the muzzle of the trembling winged mare.

“Now, it’s time to be a good little filly, Day Dream,” Study Break whispered into her ear. “And you know what good little fillies do?”

“What… what do… oooohhhh… what do they do?”

“Submit…” Study said with a delicate nuzzle… and a little nip. “Submit to their teachers.”

Day nodded slowly. Everything made perfect sense now. Her only problem had been not submitting to her wonderful mentor!

Well, that could be fixed easily enough…

Day giggled and smiled up at her Professor.

Author's Note

Mmmm... I love this chapter... :3