Study Break cocked an eyebrow at him, awaiting his response. Though she had a little sparkle in her eye that made it clear she had a few ideas on what his ideas were.

He made a little circling gesture with his finger.

“Oh… you mean like this?” Miss Break giggled, then, with all the grace of a professional cheerleader, she twirled around. She brushing her silky tail against his face as she did it, giving him a wonderful view of her rump. Her skirt looked painted onto the two enormous cheeks. Her tail’s dock nestled right above the lip of the straining fabric. From this angle, he could just spy her silky—and damp—scarlet underthings.

“Or like this?” She stopped, her rear facing him as she looked over her shoulder, eyes lidded, and put a single delicate finger to her muzzle.

Dayson couldn’t believe he hadn’t cum already. He adjusted his pants a bit, but Study Break didn’t miss the movement. Her grin widened as she turned to face him, leaning down to give him a view of the massive valley of cleavage between her two enormous tits. Her top looked ready to erupt from the pressure of containing the things.

“Or… I could always give you some hands on instruction. Maybe even the a nice long… oral exam?”

His eyes went wide. Part of him wondered if she had really just used that terrible line. The rest of him—all of him below the neck—didn’t care.

“Here… after being around Lily with her latest toy, I’m sure you got caught up in her… needs?” Study asked kindly as she gently pulled away the desk covering his tented jeans. “It’s easy to get caught in a western pegasi’s pheromones. Human males are especially susceptible to it!”

Any trace of the old woman had vanished. But something within Dayson—the same something that had given him her new name—told him that this is exactly what she had been like years ago. Or… maybe it’s what she was now… in whatever strange world he now existed in. Maybe he wasn’t even on Earth… but somewhere else?

Ooh, you really don’t have much of a grip on reality, do you? That cute little voice said. I’ve changed your entire world view at least twenty times since you slipped your cock out of Lily this morning and you still seem more than happy to embrace it!

The female voice giggled with glee, but it didn’t really seem all that important. Then he felt something twist in his head. Pieces connected as all of his college history classes came back to him in a rush.

He couldn’t imagine why he’d thought he’d been somewhere other than Earth. Of course he was on Earth! Everyone knew that the odd ponyperson virus had been spreading for a few years now. It tended to leave most women in a state of constant arousal… but with it came the advent of magic, so where they had once been life-changing consequences to such a thing, that was no longer a problem.

No one knew how it spread. It wasn’t airborne or passed by sex—that had been proved thousands upon thousands of times—but some people just one day woke up as a ponyperson. No one knew that it was actually magic… Dayson’s wonderful feminine magic that had changed the worl—

That’s about as far as he got with those familiar memories before Study Break’s delicate hands stroked him for the first time. He let out a gasp and bucked a little.

“Oh my… yes, definitely been around a western pegasus too long,” Study purred. “Serious case, too. I’m afraid you’re going to have to be tested to make sure you don’t have too many side effects. Don’t worry…” she slowly unzipped his jeans and then undid the single button on his boxers. “Once the swelling goes down… you should be fine to leave… and immediately find Lily Valley and give her exactly what she wants. Exactly what she needs.”

With a single deft motion, she had released his cock from its prison. It stood to rigid attention, being cradled by her delicate pink hands. She glanced up at him.

“Don’t worry. I’ll make sure there’s plenty left for her.”

Then her lips wrapped around his member.

Dayson let out a deep moan. The tension of seeing the ponyperson virus take nearly every girl in his class and transform them into a sex-starved filly, watching Lily cum right beside him, then seeing Rillian change into a nymphomaniac anthromorophoroic pony right in front of him was simply too much to bear. He didn’t know what had kept him from cumming long before this moment. But as soon as he felt her tongue on his cock, he stopped caring.

He instantly erupted in Study Break’s waiting muzzle.

Study moaned lustfully and suckled him anyway, gulping down his seed with the eagerness of a… of a… westerner in the Long Heat…

Dayson blinked, wondering where that strange thought had come from… but then that thought vanished under the onslaught of Study Break’s tongue. His hips jerked back and forth as her muzzle milked him. She didn’t let a single drop go to waste, but swallowed every spurt of him.

He came for an eternity until his hips finally stopped twitching. Then, with a long lick, Study Break lifted her head, staring at him with smoldering emerald eyes.

“Now, you know all about western pegasi fillies… but did you happen to know about southern earth pony mares?”

Dayson blinked at her.

She crawled up toward him. Sometime while she had sucked him off, she had removed her top, revealing the fuzzy orbs of flesh topped by rigid darkened nipples. He groaned as her enormous rack enveloped his cock. His back arched slightly, only for his head to be pulled back down by Study Break’s insistent but gentle hands in his unruly brown hair.

She leaned up and, without losing grip on his cock with her tits, kissed him ever so slightly. It was little more than a peck, but it left a tingle running across his lips. Staring into her hungry eyes, he absently licked his lips, tasting a bit of salt. Something told him he should freak out about this… but that was drowned out by a sudden burning hardness in his crotch.

“We have a special kind of magic of our own.”

To his astonishment, he was rock hard again. Study Break winked at him… then proceeded to slowly slide her enormous tits up and down his shaft. He gasped and groaned with every stroke, unable to move, unable to think, only able to feel his amazing Professor Study Break titfuck him. He felt like he would burst again, but Study Break did… something. The air shifted and the burning fire inside of him tripled.

She didn’t release his cock from its fuzzy and fleshy prison. She moaned softly as her head darted down to lap at the tip of his cock. With every thrust, she took another lick, as if he were nothing more than a lollipop being ran through her enormous tits. He watched her and shivered. A wonderfully hot tingle ran down his arm and stopped on his wrist as he grasped the chair.

“Mmm…” Study whispered, looking up at him. “I do hope I compare to that feisty little Lily Valley.”

“Uh… uh-huh…” he managed to whimper as she took a long suck of his cock.

“I haven’t had such an attentive student in months,” she murmured. Another suckle of his head and then she swallowed his manhood again in her tits. “You’re going to be such a good student…”

At that moment, Dayson wanted nothing more than to study under Study Break for years. What she did with her breasts felt impossibly good. No mare—or… um… woman—had ever done anything like this to him before. He could barely process the sheer pleasure pulsing through his body with every stroke and every lick.

Her pace quickened as she let out a gasp. It was only then when he realized she’d been fingering herself the entire time. When she opened her eyes again, they were like two beacons saying two very simple words. Still, Study had a little more than just eyes to communicate with.

“One…” Study Break moaned. “One more… lesson. Before the… final exam.”

Dayson’s eyes were wild as Study reluctantly pulled away from him, making sure to give him one long, last suckle with her hungry lips as she left. Then, in a swift motion, she bent over the chair in front of her, lifted her tail and revealed her naked bottom half and the glistening wetness between her legs.

“Time to see how well you’ve studied…”

Author's Note

Hmmm... think he's gonna get a good grade? :3 :3 :3

Lemme know if you find a mistake with a PM!