Day went wild. Her wings flared out once again, but Study’s position had made it so she could all but ride the bucking pegasus filly. She melted into Study’s embrace, gasping, desperate for air as she plummeted into the lusty heat inside of her head… and her body… and her sex.

Day lost time. She let out a ragged cry as Study’s left hand plunged her depths while the right hand twisted and tweaked her nipple as if she were a milkpony. She felt a strange pressure in her center well up even as she imagined herself strapped to a milking machine with everyone in school watching as she filled carton after carton…

“Let it go, Day,” Study gasped, her own breaths hot and panting. “That bubble is the full power of The Filling for your Long Heat. Just… let it flow into you…”

Day obeyed. The bubble within her swelled with every pump and twist of Study’s fingers. Day’s coat was soaked. Her mane was matted. Her wings twitched and trembled. Her tits began to ache, as if they were just empty pumps.

“Just let yourself get washed away, Day Dream…”

Day Dream let the bubble fill her… and then envelope her… and then drown her. As her sex started to spasm, she felt a strange, wonderful sense of fulfillment, like a piece of her had slipped into place. A piece she had always needed. A piece she had always wanted, but a piece she could never quite put a finger on. Sensations like hot and cold fingertips rapidly tapping pulsed over her breasts. The sensation swirled around each of them in perfect tandem, independent of Study’s wonderful, glorious, fantastic and all-knowing fingers currently pumping her nipples like a Timberwolf at an open keg on a Friday night.

“I… I can… aaah… feel it… swirling…” Day gasped. “Swirling around…”

That other little voice came again, more insistent. It seemed to be upset at the word ‘swirling,’ for some silly reason or another. Day didn’t care.

Just beyond that other voice, she heard somepony cumming in a pretty voice.

Study’s fingers in her sex twisted and flittered about with wild abandon and she found herself completely unable to stop the desperate moans for her favorite professor.

“Just let go and let it all flow around you…”

The tingling along her breasts increased with every stroke of Study’s fingers on Day’s nipples. Then, it shifted. The swirling increased and began to burrow deeper into her tits.

Day gasped and bucked, thrashing on Study’s eager fingers.

“Soon now… you’re so close, Day… you’re so close…”

Suddenly, Study Break’s hands left Day’s breasts and focused solely upon her sopping wet sex. Day’s back arched and Study nibbled on her neck and shoulder. Without thinking, Day let go of the table in front of her and started grasping at her tits.

The swirling sensation doubled as her hands made contact. She felt the next orgasm crash over her from below, but she wouldn’t be sated until she had one directly from her tits. And there was only one way that could happen.

Instinct overrode thought. Her body knew what to do, even in her brain was too busy swimming in lust to make the rest of her work right. She kneaded her tits even as Study whispered things in her ear. As her hands slowly moved their way toward her nipples, Study Break told her all the things she could do once she reached the Second Swelling.

All the gorgeous mares that would suckle upon her milk-filled tits. Just how big her tits could get if she milked them enough. Just how good cocks felt between them. Just how much it turned on stallions to see a western pegasus filly in the Second Swelling. How she never had to sleep alone again. How she would fall asleep to the rhythmic thumping of her breast pump or the eager sips of a stallion and a mare, each upon one tit.

About how Study Break herself would milk her however often Day wanted. About what would happen to the mares who drank from her. About what would happen to the stallions who drank from her. About what would happen if she fed both at the same time.

About what would happen if she—Day’s eyes rolled back into her head as Study finished her description with one she could barely comprehend—fed from both tits while having a stallion take her from one side and she licked another mare to orgasm from the other.

“Mmm… you’re going to do it all, Day,” Study Break whispered as she nibbled at the shuddering filly’s ear. “It’s what fillies like you do.”

Study’s fingers moved as fast as Day’s favorite vibrator.

“You do everything.”

Day’s fingers touched her nipples and she squeezed them.

Hot and cold flashes ran through her entire body, but focused on her breasts.

“Aaaaaaahhhhhh!” Day cried out as her wings stretched to their full length, her pussy spasmed with a mind-shattering orgasm and her tits began to fill with milk.

The little voice protesting everything sputtered and coughed as his little room filled with the same amazing liquid in her tits. He protested some more. Day could almost see him as the world went white from the sheer bliss of finally reaching the The Filling of her Long Heat.

He was a gangly, scrawny kid without fur or ears. Looked like an earth pony, but without the right muzzle or body. All the earth ponies she knew were built, male and female. This one looked positively dull. Day felt a little sorry for the poor thing, especially considering the size of his stallionhood. It was barely enough to suck!

Then the picture of the little guy panicked as milk poured in all around him. He slipped for a moment, still protesting something silly. His head went under the creamy liquid and then he bolted upright, spitting it out. A glazed look came over his face, then he shook it off, but another wave of milk caught him in the face. Even though the milk, she could see him fighting to get free, until he slipped up and opened his mouth.

Day giggled as the little movie played out in her head and the guy swam to the surface. His face already had grown a proper muzzle, but it wasn’t a muzzle of a stallion. No, it was a muzzle of a mare. A cocksucking, eager-to-please, slut of a mare. He protested again, as if hearing her words, but there wasn’t much passion in it.

Two pretty wings flared out from his back and he thrashed in the milk, barely able to keep his head above the surface. Then he blinked, let out a low moan as if he just come to some great answer about life or something…

Then his hands stopped trying to keep him afloat and instead slipped under the surface of the milk to frantically attack something. Floating despite his lack of trying, the guy buried his head in the milk and drank greedily. He thrashed and groaned, his wings straight out like the wingboners they were.

Then the milk began to drain away. The scene went all foggy in her mind… but when she next saw the guy, he wasn’t a guy.

Instead, she watched a voluptuous mare desperately fingering herself with both hands, her giant tits wiggling. Day smiled as the figure looked up and she saw her own face. The little figure licked her lips… and then came.

Milk erupted from Day Dream’s tits. Her existence became nothing more than those two tiny points of amazing pleasure. Then her eyes rolled into the back of her head and she felt the orgasms wash over her. Study caught her, murmured how wonderful a filly she’d become and how proud she was.

Day soaked it all in and just let the bliss of knowing she was a real mare float her mind away on a sea of lust, orgasms and milk.

Author's Note

Heeeeeeeeeeeeeee :3