Heels clacked against the worn industrial linoleum floor of the school as the young, spunky teacher strut her way down the hall. She had a large duffel bag slung over her shoulder, her purse on top of it, the two bags moving in sync with her hips as she strode to her room. Dropping the bags behind her desk and taking a seat in the chair behind it, her tail twitched excitedly as she thought of all the fun she’d planned out that afternoon. If it weren’t for the padding she’d placed under her underwear that morning, she might have leaked onto her seat as her mind ran through and organized the plan her and the elder teacher had put together for the shy stallion’s next lesson. She got a hold of herself though. She had to focus! She had many students to teach that day and lots of important notes to go through on proper punctuation. She smiled pleasantly as her first class filed in, waiting for the few usual stragglers before going over and closing the door. She went to the chalkboard and began writing while addressing the class. “Alright class! Today’s material will be be covering all sorts of things to make those sentences more articulate! Periods, commas, semicolons….” She prattled on, easily explaining in a methodical, practiced voice from doing this dozens of times. Cheery as her name suggested, the maroon mare taught group after group of students, smiling brightly and beaming down on them as they left, wishing them happy days, her eyes giving a certain white pegasus a knowing look as he hurried past, darkened forearm scratching at his head in an attempt to hide his blush. He didn’t know why, but she seemed to be looking oddly at him more often today.

Down the hall, Ms. Harshwhinny had been droning on, arithmetic being one of the more difficult subjects to get into her students’ minds. Up and back she paced, flat soled shoes trodding down with authority as she peered down at the rows of desks, examining the class. She never paused too long at any time, making sure her charges were attentive and comprehending. She made her way back to the front, grabbing the yardstick and rapping it against the board, making sure she had full attention as she went on about equation and properties, variables and coefficients. She kept an air of wisdom about her, steadily going on about her day, helping those who needed it with a sharp reprimand. Her 3rd class ran smoothly, her keen eye making sure no one was out of line. Her lip turned from its normal downward frown to a neutral look, almost a smile as she spotted Arctic. The stallion looked quite focused, and on the lesson for once, hastily writing notes and glancing up at the board, scratching down the problems in his notebook from the outlined section of the chalkboard. Looks like her little session helped remind him of his need to pay attention. Good boy. She moved on, her gaze sweeping the room, before the bell sounded and they filed out. Arctic glanced at her, but her back was turned, the professor not paying him any mind, which he was grateful for as he went on to his last class of the day.

Cherilee carried her things down the hall once more after letting her last class out early, much to their delight, and her convenience. She had just enough time to get down the hall, smiling politely as the last period let out of math class. “Travel home safe now! Take care! See you tomorrow! Study for that test!” Her name really suited her for how bright and happy she seemed. In a few minutes, she’d have a great source of stress relief. She walked inside the classroom, closing the door, quickly setting the duffel bag down by the desk. “Ready Whinny?”

The older mare sat at the desk, eyeing the bag. “Of course. You certainly look it.” She looked at the clock. 2:01. Late. That wouldn’t do. “I hope everything in there’s legal to use.”

Cherilee giggled. “Oh hush Whinny! Most of it is...probably.” She sniggered. “Oh who cares this is gonna be so much fun! Plus, he’s late.” She paused, her lips curling up. “Hmm this gives me an idea, and it’ll help move things along too.” She stepped over to the bag and grabbed a couple things before standing near the door, waiting along the wall so she’d be behind it once the door opened.

Harshwhinny merely raised an eyebrow. She’d have to keep an eye on this one.

Arctic hurriedly ran through the hall while clutching his backpack to his chest, not even having the time to wear it properly. His gym teacher had him running extra laps and he didn’t even know why! He’d barely dried off after the shower and now ran to Ms. Harshwhinny’s room. He looked up at the clock as he passed it. 2:03. Fuck. He stopped at her door, taking a few breaths to steady himself a little, before turning the knob and stepping inside, immediately meeting the elder mare’s glare. “I’m s-sorry ma’am Ms. Spitfire-”

She tsked, silencing him with a glare. “Enough, Frost. You’re late. Clearly this wasn’t important enough for your prompt attendance. You could have told Ms. Spitfire you had detention with me.”

He took a step forward, opening his mouth to retort, and say that she wouldn’t listen, but his breath caught as the door closed behind him, feeling two hands grasp his wrists, pulling them behind him as the new participant pressed herself to his back. He felt her grinding her clothed groin against his rump, making him gasp, tensing up feeling incredibly uncomfortable with so much contact being held like this. Cold steel encircled his left wrist, the cuff ratcheting shut fast, with the right applied in short order, locking his arms behind him.

The decidedly feminine form rose up behind him, nipping his ear. “I heard someone’s been a real bad boy, looking places he shouldn’t. Such a big pervy stallion aren’t you?” She lifted up on his wrists, forcing him to bend forward at an odd angle.”I heard you in the stall yesterday stud. Quite a mess you left there Frosty.”

Arctic’s mind was running rampant, too shocked from the sudden shift. He looked to the hazel mare in front of him, before recognition dawned in his eyes as he tried to see behind him. He knew that voice! “M-ms. Cherilee? Y-you heard that? You’re in on this t-too?” He finally had the thought to move, to get away, pulling and turning to face her while putting his back to the math teacher, spreading his wings to look intimidating and jerking against the cuffs. “L-let me go! I said I’m sorry for being l-late, a-and this isn’t-” He grunted, then cried out as hands grabbed his wings, pinching the bases of them and twisting, making his back arch. “A-ah! N-no please…” His voice turned breathy, arousal creeping into it.

Cherilee just smiled, watching him squirm under the teasing of his wings. She went over to the door, locking it, and drawing the shade, before turning back and approaching him running a hand up his thigh, feeling the large orbs against her fingers, tracing them through the denim. She giggled, squeezing them. “Thanks ‘Whinny. Quite the squirmy one isn’t he?” She undid his belt, slipping it free, and pulling down his pants, nothing underneath as usual. “Ooooh and no underwear? How naughty.” She licked her lips, staring openly at the revealed sheath, already partially swollen. “Goodness...oh this is going to be so much fun!” She wasted little time, removing her top and discarding it, revealing the perky handfuls resting on her chest, contained in a black pushup bra. She took them in her hands and hefted them towards him before looking over his shoulder, giving the other mare a wink. “You love these don’t you stud?” She stepped towards him, while Harshwhinny twisted his wings, using them almost like reigns to push him forward, the stallion moaning and shaking lightly as Cherille hugged his snout between her bust. “All flustered and we haven’t even started yet!” She ground his nose into her boobs, letting the slightly musky fabric and fur rub over his muzzle.

Arctic’s moaning was muffled into her cleavage as his shaft made itself known, the flare popping free of the leathery flesh to slide out, then downwards, draping over his balls as it swelled out. His eyes were filled with maroon fur, as he breathed in the slight scent of her perfume, mingled with sweat. He nosed against her, pushing around to try and get more air, only to feel more of the soft expanse.

She sighed happily, letting him breathe and stepping back. “You boys are so easy.” She looked down and saw his cock, reaching down to grab and stroke it, the long floppy length already longer than her arms, as it began to thicken up. “You sure are packin a lot aren’t you?”

The older mare let him go, stepping away to undress herself, letting the younger mare keep his attention as she removed her top, bra, slacks, and finally her panties, placing them on her desk, before grabbing the belt from her pants, and kneeling behind him, quickly looping it around his ankles, cinching it tight, making him yelp and stumble slightly.

He gasped sharply, trying to push down his arousal, the younger mare’s fingers pushing and pressing over the meaty length, encouraging it to fill with blood. “Nnghf…” He was too focused on feeling the soft hands playing over his shaft, seeing those breasts so close to him, that he never noticed his math teacher until the leather strip connected, then pulled until his fetlocks were brushing together. “H-hey I w-was only a little l-lamph!” His eyes widened at seeing the hazel hands of Mrs. Harshwhinny clamping his muzzle shut.

“Don’t you have something in that bag to shut him up? I thought you were going to control him.” Ms. Harshwhinny smirked, looking around the stallion to watch as she fondled his equipment.

Cherilee sighed and let the the heavy shaft go, where it bobbed around in front, rising up until it was fully hard and standing up at an angle. “I’ve got all kinds of goodies for him! Let’s get started then now that he’s all ready to go.” She went over to the bag, grabbing a few more things and bringing them over, before laying them out on a desk. She hummed in thought, before grabbing a muzzle, coming over and quickly slipping it over his snout, reaching back and buckling it, pulling it tight. The muzzle had 3 holes, 2 for his nose, and a finger sized one near his lips. It held his jaw shut though, the bound horse unable to make any sound other than light groaning and whimpering as he found himself further restricted. “There we are, nice and quiet.” She looked over at Harshwhinny, who was naked now, and sitting on her desk, lightly groping a breast, her other hand gripping her thigh. The maroon mare giggled again. “You enjoy yourself while I show you a different way of getting a delinquent student…” She turned to Arctic, grabbing his mane in one hand, and his wing in the other, and pushed him, bringing him down to his knees, the big male’s head near her midriff. She quickly swung her leg around him, standing with her hooves next to him on either side, lifting her skirt and pressing her crotch to his nose, a soft squeak coming from the contact. “...to behave.” The stallions nose already smelled rubber, and now it was even stronger, her musky scent mixing with it as she rubbed her thick rubber panties over the muzzle.

Harshwhinny raised an eyebrow from the sound, her theory confirmed as Cherilee unzipped her skirt, tossing it aside to show her, and Arctic her choice of undergarments today. “Rubber? I didn’t take you for such a….lowly harlot.” Her light brown hands continued as she spoke, tweaking a nipple and running up and down her lower lips as she teased herself further, watching the younger mare and her...unorthodox methods. “Do you really need all this stuff? I barely needed anything to make him to obey me.” She smirked, pressing a finger just inside herself, rubbing her entrance.

Cherilee scoffed. “Knowing you, his head was buried between those thighs before he knew what was even going on, hmmhmm.” She stuck her tongue out playfully, before reaching into her panties and grabbing the saturated pad, slapping it across this nose holes, squishing it to make it leak over the smooth surface, a few drops managing to get to his lips, his tongue pushing out to get them.

The older mare blushed lightly, adding a second finger to delve into her wet folds. “He ate me out happily, loving every moment." Her breathing was a little louder, as she grew more aroused from the sight of the white pegasus on his knees.

That got a little reaction out of the younger mare, turning her gaze to look down at the burning cheeks of the snowy horse. “Really now? Might have to free that mouth back up later.” She smiled, before stepping back, reaching over to grab some things from the desk again. “Say still for me now colt.” He splayed his ears, trying to shift away, making her smile fade. “Hmph. Not so obedient today.” She perked back up. “That’s ok though! I’ve got just the thing.” She went back to her bag, grabbing several lengthy leather straps, coming back to him to wrap his wings to his back, securing the two longer straps around his chest, pulling them snug, though made sure not to make them cramp. She moved around behind him next, his head turning to follow as she looked at his rump. “You know Arctic, you’ve got a nice shaft, but your rump isn’t too bad either.” She swatted it with a hand, making him yelp, immediately trying to get away. He didn’t like where this was going now for sure. She leaned over, dragging the bag closer, rummaging through it to procure a bottle of lubricant. “Let’s see how much you squirm at this hmm?” He tried to yell through the muzzle, but it wasn’t really loud, as he leaned forwards, pulling away, only to land on his front, his chest on the ground, chin hitting it shortly after, stunning him.

“Nmmm! Mrmmmm!” He twisted and flexed his body, trying anything he could, but she just poured the slick fluid over her fingers, grabbing his tail with one hand, and heaving his rump up, getting his knees under him. He was perfectly positioned to reveal his rear, the cool air over his rump making him feel even more exposed than ever as his balls and shaft were pinned under him.

She smacked his ass with an open palm, making him whine again, and she smacked it a few more times. “You’re only making this tougher for yourself Frosty.” She moved his tail again, before slipping her fingers under it, finding his pucker and swiftly inserting a finger inside. He immediately calmed down, gritting his teeth from the intrusion, not liking the feeling of anything going in there. She went further, adding a second finger, pushing all the way to the third knuckle, wiggling the around and stirring him inside his entrance. She pulled them out halfway, before adding a 3rd, turning and wriggling them around, keeping a firm grip on his tail, tugging it painfully when he tried to get away.

Arctic felt really weird. It didn’t hurt exactly, but his body was sending harsh signals to stop what she was doing, not that he could. He panted through the musky pad over his nose, arousal still flowing into his mind at the same time, muddling the discomfort. He grunted, feeling a little full as he felt her ring finger slip inside of him.

She smiled, the stallion finally settling down some as she pumped her 3 fingers in and out of him, getting him loosened before sliding them free. “See? That wasn’t so bad.” She giggled, before grabbing a small dildo, then putting it back in favor of a larger one, grinning a little more.”This might be though.” She quickly applied more lube to the toy, giving him just a moment to see it, before pressing it to his tailstar, spreading it as wide as her fingers had, then started gyrating it, spreading him farther open.

Arctic swore he was going to split open, the toy just seeming to get wider, his tailhole beginning to ache, when finally it pressed deeper, making him groan from the fullness. Lots of discomfort, but only a little pain thankfully. Still, he groaned as she just kept pressing further in, feeling like he needed to use the restroom badly. “Grnn! MNGH!” He wanted it out. This was just too much! He twisted in his bindings more, the lingering arousal not enough anymore as she continued to stuff him.

Cherilee just rolled her eyes, and twisted the dildo aggressively, smacking his flank with her other hand. “Oh quit whining already. It’s almost in.” Her hand felt further resistance though, the toy having reached a bend inside him. “Take a deep breath, Frost.” She waited for a moment, before pushing harder, sinking the last few inches inside, making him squeal into the muzzle, a jet of pre hitting the floor.

Harshwhinny watched lustfully at seeing the stallion take inch after bright green inch of the silicone, though did feel a bit bad about it too. She pinched her nipple hard, 3 fingers now working her depths quickly, banishing the doubt. “Don’t break him too early now.”

Cherilee held the base of the toy inside him, and looked smugly back over to her elder. “Oh he’ll be fine. This ought to keep him nice and compliant, right Arctic?” She spanked him again, then a bit more for good measure, making him flext and grunt in pain. “Well somewhat anyhow.” She let go of the toy, and Arctic quickly began trying to push it out. Her hand met the base again, shoving it inside. “No no. Bad stud! You gotta keep it inside. Hmmm how to hold it…” Her eyes lit up in recognition. Of course! She leaned on him to keep him down, and shifted, wriggling her panties off, and down her legs to remove them. She sad, fully nude now, on his lower back, making him groan from the strain. She giggled, looking at harshwhinny, before undoing the belt around his ankles, and slipping the panties on his legs. She redid the belt fast, the stallion already fighting to kick them off, and push out that damned toy, but the belt was tightened again.

Arctic groaned as he’d felt her weight settle on him. She wasn’t really that heavy, but the way it pushed down on him hurt. He’d kicked out, only to have something new around his ankles, feeling the leather dig in again shortly after. The toy stopped it’s retreat, as he felt her hand on it, before his eyes widened, feeling his rump filled again, then emptied as she thrust the shaft in and out of him. He blinked back tears as pre dripped and leaked from his cock, the sensations sending all kinds of mixed signals.

Cherilee grinned as she worked the dildo into him, twisting and wiggling it as she did. “Aww poor guy doesn’t like it huh? That’s alright. It’s punishment! Wouldn’t be if you liked it.” She gave it a last, hard inward push, before letting it go, and using his tail, and a push to his rump, to bring him laying flat on his stomach, stallionhood squashed under him, making him groan. She chuckled, before grabbing her panties and sliding them up his legs, tugging them firmly to stretch them over his ass, letting them go with a snap, the too-small and tight fit wedging it between his flanks, keeping the toy inside.

He felt her moving something up his legs, before grunting as it dug into his thighs, panting through the nose holes as best he could. He squirmed a little, before yelping as the thick material swatted his rump and pushed the toy back into him. He bore down, but he couldn’t manage to move it but a fraction of an inch, before it was too hard, and he relaxed, letting it back in.

The younger mare watched with delight as the toy barely budged.”Such a naughty boy, wearing his teacher’s underwear like that.” She reached under his front, and hefted him up back to his knees, to look him in the eyes. “You look good in them.” She licked her lips, before leaning behind him, and using the last strap she’d brought over to loop through the belt and over the cuffs, binding his wrists to his ankles. “And now for a little more….” She dug a hand under the panties to flip a switch on the base of the toy, making it buzz inside the colt. She snapped the garment again and leaned back to appraise her work. She watched as pre started dribbling and spurting weakly from his flare, his cheeks a dark red as he moaned, squirming and trying to get it out.

Arctic looked up to his teacher as she moved him, before swiveling his ears and pulling away to find he could move even less than before. He glared at her, then Harshwhinny, seeing her openly fingering herself, and playing with her bust. He snapped back to Cherilee, feeling really full already, humiliated by having something under his tail, but as it began to vibrate, he moaned, the buzzing shaft right up against his prostate causing precum to leak from him. He whined through the gag, the pad falling off as his shook his head, making breathing a bit easier, not that it helped much.

Cherilee looked rather pleased with herself, eyeing the stallion up and down, admiring the view, before looking down to see the dripping mess on the floor. “My my….such a productive boy too.” She leaned back to the desk, grabbing a cock ring and sliding it to his base, cinching it tightly. “There we go! Can’t have you leaking all over the floor can we?”

Harshwhinny panted heavily from her desk, nectar staining the lacquered hardwood surface. “Just wait until he tries to cum. This one’s got quite a pair.” She grinned over to the colt, taking pleasure in his embarrassed arousal. She’d have her turn in a bit. It was getting tough to just watch from the sidelines. Easy now. Don’t want to overwhelm him yet…..if the little minx hasn’t already.

The younger mare smiled before going back through her things and digging out a small length of hose, a funnel, and several vials of varying sizes and shapes, each one containing a colorful liquid. She grinned and set them in front of her plaything before grabbing a blindfold, tying it around his head. “Mmm you’re looking delightful stud, but let’s see what else you can do.” She took the hose and fed it through the mouth hole of the muzzle, and attached the funnel before grabbing a green vial, and pouring most of its contents into his snout. “Swallow it all down now. This stuff will keep you nice and healthy. Don’t want you falling asleep later on us right? Good boys stay up and keep providing for their mistresses!”

The stallion grew quieter as his sight was lost to the satin cloth, working his jaw lightly, the loss of sight making it seem like other senses were more tuned, relaying information, specifically feeling that vibrator intrusively pulsing away at his insides. He felt something against his lips, unable to stop it as it passed through, an errant gasp letting it slip through his teeth. He folded his ears at hearing her tell him about the mystery liquid right before it touched his tongue. Surprisingly it tasted sweet and he decided to swallow it down, taking a few gulps to imbibe the potion. He couldn’t really spit it back out anyway and he knew it would only get worse if he resisted further.

The older mare watched as Cherilee force fed various vials to Arctic, eyes watching him like a hawk, waiting for the telltale signs of orgasm. She wanted to watch him swell, to make himself even more lustful at their hands. Nghff...soon.

Potion after potion went down the funnel as the english teacher excitedly talked about each one, not giving him a chance to pause between each gulp. “Keep going stud. Such a good boy.” She ruffled his mane and pet his ears, making him feel even lower still. For some reason though, he felt inclined to lean into her hand whenever she got to his ears. She just smiled, I think I’m getting to him finally. “Good, good. One more dose of virility and I think you’ll be all set!” She grabbed a white vial, pouring it down the hose. She capped it, empty now, before eyeing a rather large pink one. She shrugged, and poured it in as well, the stallion’s belly actually swelling slightly with how much she’d given him. “More aphrodisiac can’t hurt right? Give in little pony, you’re ours tonight.” She’d almost said mine, but she couldn’t forget who granted the opportunity today.

The algebra teacher was almost entranced as she just kept pouring more in. Goodness, how much does she have? When is she going to stop? For Celestia’s sake don’t kill the boy! Still, she kept a close eye on his balls, watching them grow slowly, before the swelling of his stomach caught her eye. Luna’s hooves! “Don’t you...think he’s ..had enough?” She was huffing hotly through her words, still quite aroused through her concern, already having came a couple times now, the puddle dripping down her desk to the floor.

Arctic was nearly beside himself with trying to keep up with all the things he was drinking. Virility, enhancement, production, synthetic estrus, production again, aphrodisiac, health, another aphrodisiac….it just kept coming for awhile and after swallowing a few dozen times, she just seemed to keep going, his body warming even further. The warmth was greatest in his cock and balls, the latter visibly swelling now. His eyes were threatening to roll up in his head from everything, as he swallowed yet more, his stomach filling out steadily. Finally though, it stopped, and he felt the hose pulled from his lips. He coughed lightly, clearing his throat, as he heard furniture moving, barely giving him any more time to think on what his body was trying to process.

The younger teacher looked wolfishly over to her elder. “Oh trust me, this slutty stud is good for it. Aren’t you?” She looked back at him, seeing his paunch, twin orbs growing below it. “W-well, maybe I went a little far, but he’ll be fine.” She reached into her bag, grabbing a small plastic box, wires and things coming from it. She unravelled the cords, plugging one into the wall, and undoing the rest. The thin wires ran to small pads, which she began sticking over Arctic’s balls and shaft, a few extras going to his inner thighs. With that prepped, she stroked his rubber-clad cheek. “Mmmm good boy, nice and still for me now. I’m going to undo the muzzle and give that tongue of yours a test run. One call for help and I’ll make sure you’ll regret it.” She practically sing-songed her words, the mare as cheerful as ever, not a care in the world as she played with the pegasus. Arctic nodded and she undid the muzzle, pulling up a chair, the legs scraping noisily over the floor, jarring him a little. She set the muzzle close by, giving him a moment to soothe his jaw, noting his slight wriggling and moaning, the latter louder now with his muzzle freed. She sat in the chair facing him, and lifted her hoof, bumping his chin. “Go on, lick it. Do good and you get something sweeter to taste.”

He jumped a bit, feeling clumsy with all the potions working on him, his balls already feeling rather taught as they filled what little space remained between his thighs, falling towards his knees, then the floor, spreading out as the minutes ticked by. He cautiously licked the object, wondering what it was, finding the dusty taste rather unpleasant, but kept going, not wanting to be punished more. He didn’t know what she’d placed over his growing equipment, but he doubted he wanted to find out. He ran his tongue under the hard surface, then over it, and then around the sides, cleaning it dutifully, dimly realising it was her hoof. The thought revolted him, but he couldn’t stop, his increased lust and desire to serve winning over the uncomfortable fullness in his ass, and the taste on his tongue, which was thankfully fading. He licked over it for a few minutes, covering every inch, running across the bottom between the frog of the underside, making sure to leave it sparkling, or so he hoped.

“What a dirty boy.” She pulled her hoof back, watching the light gleam off of the spit-shined surface, before giving him the other to do and watching him get right back to it, cleaning it thoroughly without complaint. “So nice to have a good toy to clean the hooves off after a long day bustling around here. You young adults work us to the bone sometimes, you know.” She waited for him to finish, turning her hoof at different angles, even pushing it into his mouth, spreading his jaw open and pressing his tongue to the floor of his muzzle and feeling it feebly resist. She glanced over at Harshwhinny, winking before removing her hoof and standing up. She straddled Arctic’s head again, pushing her pussy against his muzzle. “Do I need to ask colt?” She felt his tongue quickly dart inside, happy for the sweeter reward. Her legs trembled a bit, her lust that she’d been holding back bubbling up now as he tongued her entrance.”Mmm didn’t think so. Whinny was right. You are such a slut for this aren’t you?”

Ms. Harshwhinny couldn’t take watching anymore. She stood up, her arousal soaking her nearly to the ankle as it ran down her thighs, her desk and the floor under it holding a sizeable puddle. She moved closer, observer Arctic’s tongue feverishly working the maroon mare’s snatch, reminding her of yesterday’s ‘lesson’. She wanted something inside her now. She looked down, and saw the leads trailing off his assets, following them to the little box. She couldn’t ride him like this! “What is that device? As fun as it’s been watching you two play, I’m needing something more substantial now, and those are in my way.”

Cherilee smiled lightly, handing her a remote. Her arousal leaked heavily into the pegasus’ thirsty maw and she struggled to explain it to the hazel mare. “It’s a...mmph...electrostim….machine. Sends small electric….fuck…..shocks through what you...put it on. Give it..a try…” She gripped the stallion’s ears and pulled, shoving her lower lips against him more firmly. “Fuck yes you better not stop!” She ground and bucked her crotch against his mouth, feeling the firm muscle invading and sliding around inside her, scraping and slithering around. She could really get used to this…

His tongue scooped and curled inside her, relishing every drop of her tangy musk he could get to. Her moaning and breathing clued him into where he was most effective as he ate her out passionately. He faltered a bit as she explained the machine, but also took a somewhat perverse pleasure in her struggle to do so. He was such a good boy. Wait, did I just think… It didn’t matter. He was getting his fill of her juices, and happier because of it. Until he felt a tingling then, an almost prickling touch around his shaft, balls, and thighs, the latter tightening the muscles as he shouted into her muff. “MMPH!” The cuffs rattled as he humped the air, sloshing nuts suddenly swelling heavily as he came, the electricity driving him right over the edge, plummeting through his first real peak that afternoon. The taste on his tongue, the scent, the fierce buzzing under his tail, and now the voltage coursing through his groin made him shiver and shudder, groan and cry out into her crotch as his nuts bloated further, passing watermelon size and pushing past it rapidly. The chemical cocktail she’d filled him with worked all too well, his high production feeding on the enhancements like a parched animal at an oasis. He kept trying to press his tongue into her but he could barely focus with everything going on. Further touch, the older mare’s hands twisting his wings, had him squealing loudly, his balls swiftly making more to replace the void they’d thought was created. They were pressing into Cherilee’s legs by the time he wound down, the stallion nearly comatose after such a huge orgasm.

The two mares watched as he strained his bonds, body wracked in the throes of orgasm. Harshwhinny watched with unbridled lust, seeing the familiar sight, now accelerated from the younger mare’s treatment. Maybe there’s something to all these gadgets after all… The younger of the two’s eyes widened in shock, then closed half-lidded as he continued to pump himself up with cream. After a moment though, she realized he was still convulsing, sounding pained now as the electricity grew more intense, pleasure turning to stinging torture as the machine did it’s job mercilessly. She quickly snatched the remote and turned it off, before sighing and stepping back, dropping the remote and unplugging the device, deftly removing the pads as well.

She’d lost a lot of ground from having to stop Harshwhinny from overworking the pegasus, but she stepped back to him, and guided his head back to her folds. “Just a bit more for me please. Get me off and I’ll give you a reward.” She cooed softly as he resumed his tonguework, before looking at the hazel mare as she rubbed his ears. “Be more careful next time. I’ve half a mind to put you in his place.”

Her eyes lowered to look at the machine, then Cherilee. “As if you’d even try. Why replace a perfectly good toy?” She sounded confident, but her cheeks burned from the younger ones’ chiding. She needed to be more cautious with these odd things in the future.

Arctic, for his part, barely heard their banter as he licked and suckled on her labia, before lifting her hood, lashing his tongue across her clit, and sucking gently on the nub, getting a sharp gasp, cutting off her retort in favor of focusing back on him. It wasn’t much longer, before he heard her groan lowly, and a splash of femcum drenched his muzzle, the next spraying over his tongue, the pegasus drinking it down until the flow trickled off, and used his tongue to gather anything left. Shortly after, he felt her pull away, stepping back, now hearing the two shuffling around. He squirmed again, reminded of the toy as it vibrated around inside him, his tailhole feeling much more loose after the constant assault.

Harshwhinny saw him, and reached down to flick the switch off, leaving it inside him, before circling back around front. She watched him panting and trying to recover, glancing to the other mare to see how to proceed as Cherilee slip off the cockring, precum thickly oozing out as soon as it was free. She swore she saw the underside bulge larger as it pushed more from his balls. “Better hurry and plug that leak. If you let him douse my room, I’m laying it all on you. Quite the deviant aren’t you?” She smirked, standing over the stallion, grabbing his head and pulling his muzzle back until it was through her legs, nose pointed to the ceiling, and chin nestled into her rump. She stepped forwards to allow his neck a little slack, before grabbing his mane and tugging him into her musky rear, pressing him to her tailhole. It wasn’t more than a few seconds before she felt the tentative laps of his tongue against her backdoor.

The younger mare giggled, watching her push the stallion into eating her tailstar. She crouched down, massaging and working the abundant precum over his length, looking up to Harshwhinny with a smirk. “Says the old nag getting her ass eaten out forcefully from her pupil. I think we’re both pretty deviant, and you love it as much as I do. Not as much as this slut, right cumpump? With these balls of yours, I’d say that’s about what you are at this point stud. A cock for use, with lots of nice thick cum for us to play with.” She licked the tip, scooping some more from his flare, pressing her tongue into the hole to hear him groan more. Feeling her tongue part the cumslit so easily, she had another idea, digging through her bag again.

Arctic’s world was once again reduced to soft fur and flesh, tongue lapping softly at the older mare’s rear, the bitter, musky flavor saturating his mouth and nose. He got used to the flavor after a moment, pressing more firmly, even pushing into her lightly, the salty taste not the worst he’d had. Certainly not as good as the nectar leaking over his chest now, but at least she was clean. He felt her thighs around him, smearing the earlier juices into his cheeks and neck, more seeping down into his mane lightly, slowing darkening the color to a a navy blue from it’s typical medium color. He moved his head around, licking across the inside of her flanks, trying to treat her as thoroughly here as he did her marehood. His efforts didn’t go unnoticed, as he felt her legs lightly shift from time to time, her pucker grinding against him, accompanied with a heavier flow of her marecum down his neck.

Cherilee came back to him with a set of balls on a string, showing the string of beads to the older mare, getting a raised eyebrow in return. She brought the smallest one to Arctic’s flare, and now both eyebrows were up, shock on the hazel mare’s face. Is she crazy? Still, as the younger one pressed the first inside, then the second, third, and fourth, watching the urethra open wider with each one, she couldn’t help but stare. When it was down to the last one, Harshwhinny realised she barely felt the tongue anymore, the stallion losing focus. She quickly reached back to tug an ear and he resumed his work, moaning against her hole as the last one spread him open a fair amount. Thank the stars it wasn’t a large set.

Light green eyes watched the underside bulge out with the small bulges, getting smaller as they led towards his medial ring. She twisted the ring on the outside, watching him squirm, the flare spreading slowly as he tried to leak around them, but the last one was too big to allow more than a few drops through. She swiftly pulled a few out, before pushing them in, getting rougher after a few strokes. She grinned, picking up the pace again, until she was hearing the stallion moaning through the older mares body. “Good boy. Cum more for your mistresses now. You better have enough for the both of us stud.” She watched those twin orbs swell and grow as she slid the biggest bead in and out, until he came again, making her scoot back to give him more room, his balls each big enough to hold several gallons by now, almost as big as her even! She wondered if she could curl up inside one with how big they’d gotten when he finished. “Now that’s what I was hoping for. Bet you could knock up the faculty with this thing.”

Arctic’s mind was ablaze with lust now, his balls so overfull, barely enough energy left to keep licking at the light brown fur around him, quite clean at this point. He groaned lowly as he felt himself growing again, the small beads intruding into him in a very strange way, lighting up nerves he’d barely felt before. He managed to remain lucid though as he came down, yelling out as he felt the beads abruptly leave him, only to be replaced with a rather tight, wet sleeve. He instinctively tried to hump into it, but only managed to pull his arms back further, straining his shoulders.

Cherilee felt him trying, and grinned, before sinking her pussy down lower onto him, breathing out steadily to focus on taking the large shaft. She watched the flare travel up her belly, until he hit her cervix. She worked him back and forth, grinding him against her dead end until she huffed, dropping her weight to push him fully into her, stretching her torso out from her bust with the intrusion. “Fuck he’s huge! Damn….fuck! I could ride this stud all night! Did you already have him Whinny?” She lifted herself up, bouncing lightly on his cock, letting a few inches move within her as she used the thick rod to pleasure herself, already feeling the pre begin to fill her womb.

Harshwhinny looked down, seeing the outline of Arctic inside her colleague, and nodded. “For such a shy student, and his lack of professionalism, he’s quite a few good traits. I’ll admit I may have….lost my composure a little yesterday even. Just make sure you leave some for me. Though, I don’t think he’ll run out from the looks of it.” She finally pulled her butt away, spinning around to mash her cunny against his lips, looking down at his blindfolded head. “Just imagine it stud, chained to the wall while whoever wants to takes a turn, using those big balls of yours to fill themselves, hours of hot marecunt for your girth to saturate in, as the taste of their juices gush over your tongue endlessly. You’d love that I bet, wouldn’t you slut?”

She pressed harder to his mouth, not letting him reply, but the sudden gasp from Cherilee marked his answer, and warmth bloomed into her torso. “Wow that really got to him Whinny. What a slut!” She rode him faster, the heavy flow setting her off, her walls fluttering and squeezing tightly over his shaft in pulsing waves. The tight seal had her nectar spraying out around his cock, dousing his fur in her arousal, the musky fluid soaking into his fur and washing over the top of his balls.

Cherilee’s bouncing had the toy digging against his insides each time, the thick rubber holding it tightly. He grunted, feeling the bitter taste replaced by a sweeter one, eagerly eating out the pussy given to him, as his ears perked up, listening to the words, fantasizing with her. He imagined himself in the gym, strapped to the weight machine as mare after mare had their turn with him, filling him, or themselves as they pleased. The tight squeezing around his shaft sent him over the edge as he imagined the scene, before his mind came back as fingers dug through his mane, tugging him to get him back on track with Ms Harshwhinny’s folds. He yelped, then moaned hard as he came heavily into the lusty mare.

As he kept cumming Cherilee moved to get off, not wanting to get too full, but the elder mare reached back and held her shoulders, forcing her back down as she began to bloat with cum. “Oh no you don’t you harlot. You’re taking what you made, and I’m not having him blow all over my floor, remember?” She showed her teeth, knowing exactly what she was doing as Cherilee swelled through the months of pregnancy quickly, looking past due with twins, then triplets before he came down, his balls significantly reduced in size, though still more bloated than normal.

The math teacher’s eyes went wide as he just seemed to keep shooting. Dear Celestia when does it end? I’m huge! She glared up at Harshwhinny as she was forced down, the growing weight making her struggles less effective by the second. She looked down to watch the outline of his cock get lost to a rounded bulge, swelling with every clench of those huge nuts, every pulse from the underside of his shaft accompanying more sperm to flood her womb. The flare kept most of it in as she swelled and grew round with warm, thick seed, showing the stallion’s virility, further enhanced by the potions. Finally, as she held enough to make her look quite large, she felt him taper off. “Fucking….so much cum…” She rubbed over the swollen dome, before looking up to see Harshinny looking smugly at her. “You’ll pay for that you know.”

Harshwhinny chuckled before pulling away, letting his tongue press to her a few more times. “That’s enough stud.” She pet his ears before stepping around Cherilee, and putting her arms under the younger mares’. “Oh shut up whore. You love it.” She grunted, pulling the mare off the heavy shaft, helping her over to lay on her side, and grabbing a large butt plug, quickly turning and lifting a leg to shove it into the freshly creamed cunny, smirking at the yelp she received for the action. She rubbed the bloated womb as she spoke. “Looked like you bit off more than you thought huh? Let me show you how an experienced mare handles herself.”

The white pegasus listened as he slowly recovered himself from the heavy release. He blinked as he found his vision returning, the blindfold being cast aside as light brown hands took his jaw. “There you are, little colt. Have fun with the whore? Cause now it’s time for you to really prove yourself.” He nodded, looking up to her timidly, eyes still brimming with lust, the extra potions keeping him forcibly aroused, not that it was even needed at this point.

She grabbed his cock, pressing the leaky tip to her backdoor, and slowly sunk him inside. She shivered, relaxing her tailhole as best she could, slowly inching herself down, letting his precum lube her as she went, his saliva helping from earlier too. “One hell of a stretching you’re giving me stud. You better not cum until I say so, or I’m getting that crop.” She bore down harder, feeling his medial ring pop inside her rear as she continued her descent.

He watched her panting hotly as she took his shaft inside her, the walls of her ass feeling like they might crush his stallionhood from how tight she was. He moaned openly now, his cock sensitive after so much teasing and peaks forced upon it, the potions making it more difficult than ever to hold back. He finally felt her take him to the base, his whole member enveloped in her tight tunnel as she squeezed and flexed herself around him. He even felt her hands stroking him through her torso! It was going to be tough to hold back like this, but he tried his best.

Cherilee slowly recovered as she looked over to see her partner in this taking him up her rump. Goodness did she look spread open! Still, she’d heard her challenge the colt and knew he’d probably lose. She didn’t know if it was guilt, or maybe just that she felt they’d done enough, but she sat up, feeling the warm cum slosh around as she moved behind the other mare, and reached around to squeeze her boobs. She could at least try and help the poor colt from more punishment.

Harshwhinny gasped as she saw the dark purple hands groping her bust, blushing and moaning heatedly from the extra stimulation. “T-that’s cheating! S-stop that this instant!” She gripped Cherilee’s wrists, but harsh pinching to her nipples, and quick motions as she kept trying to ride the shaft stirring her insides, and she was cumming hard, her cunny squirting messily onto his abdomen, further coating his fur in mixed fluids from the extended session. She panted, glaring back to the younger mare. “Payback I take it?”

The younger teacher just reached around, flicking the toy back on, immediately making the stallion cry out in his own peak. “No, this is.”

The stallion cried out loudly, balls shrinking as he filled his teacher’s gut, bloating it within the first several shots, then stretching it, the rough outline disappearing as he unloaded copiously into her. He felt her walls rippling around him, each shot spreading her wider each time the urethra bloated, the payload they’d made him contain flooding her belly, filling it so full, even bigger than Cherilee’s had been.

It had been well over a minute now, and Harshwhinny was stuck on the cock filling her, her fur starting to thin out. Oh fuck this is too much, and it’s so hot. She felt Cherilee’s hands move to her shoulders, holding her to take every spurt of rich stallion cream. She’d gotten big enough to hold 5 foals already, but something was different as her bust was pushed up, her belly growing rounder now. She coughed, tasting something, before her eyes widened. She was so full, her body was trying to let it out through her mouth! “H-hurk e-enough..I..I...I glrk-”

Maroon hands quickly found her muzzle, and held it shut. “Now now weren’t you talking about not making messes? You can hold more can’t you?” She giggled, watching her swell larger, Arctic’s balls almost back to normal again, the last few shots making the older mare’s cheeks swell, cum spraying through her lips, and out her nose onto her stomach, some getting onto Arctic as well. Cherilee just laughed as Arctic finally finished. “See? You could! Almost took it all. Quite the load he gave you. Makes me wonder if I should try him there next time.” She patted Harshwhinny’s back, causing her to choke and cough up more seed, before getting up slowly, resting on a desk to get her balance. She surveyed the room, taking in her own belly, and now the hazel one, with the white pegasus bound, wriggling in his bonds as the toy buzzed away. “Can you get the vibe ‘Whinny? Don’t want him going off again. I think we’ve done enough today…..phew.”

Harshwhinny nodded, groaning and smushing her gut into him to strain her arm, just managing to flick the toy’s switch off, not enough leverage to remove it though. “Uhff…..got it. I...don’t think I can do much more though, thanks to your little stunt.” She scowled, blushing. She was annoyed at the turn of events but she couldn’t deny how nice it felt to be so warm and full. She’d forgive her later, if they could get out of this mess.

Arctic panted and groaned as the buzzing finally relented, watching Cherilee waddle over and take it out of his ass, thankfully being gentle, his poor rear clenching behind it, trying to regain its tightness as she fumbled with his bonds, letting the belts out, and unlocking the cuffs, the clattering on the floor signalling his release.

Together, Arctic and Cherilee helped get the older mare off him, the younger mare quickly plugging her rear as Arctic just fell to his back, undoing the wing straps and flexing his limbs, working out the pins and needles travelling through them. He blinked, almost waking up from a trance, seeing his two teachers impossibly swollen with cum, thankfully looking down the see his cock shrinking back into its sheath for now.

He sat up, rubbing legs with his hands, feeling the bloodflow restoring feeling in them, before getting up and standing over them, scratching the back of his soaked mane with his hand. “Guess you’ll need help getting that out huh?” He briefly wondered if he should just make a break for it, knowing he’d be free, but thought better of it. They’d just make him pay for it later.

Cherilee came over and leaned into the taller stallion, directing him to assist her to the restroom, where she went into a stall, pulling her plug free and pushing the cum out, flushing as necessary, and being very careful to not leave any evidence as her stomach grew flat again. She exited the stall, finding Arctic standing by the sink, blushing and looking at the floor. She took his chin in her hand, looking him in the eye. “You did great today, no matter what the old nag says. I know it was probably overwhelming, but….really, you did wonderful, ok?”

Arctic blinked, not expecting kindness from the dominant mare, but smiled shyly, nodding. “Y-yes mistress, thank you.”

Her finger tapped him on the nose. “Now now, only in the room there. I’m just Ms. Cherilee now ok?” She waited for him to nod, before they went back to find the other mare looking beached under her own belly, panting.

The hazel-furred mare scowled over at the two. “Could you move any slower? I’m stuck here thanks to you both.” Blush tinged her cheeks, betraying her embarrassment.
The other two just smiled, before Cherilee spoke up. “Oh hush. You brought it on yourself. Well, IN yourself, haha!” She giggled at her poor joke, before hefting the bloated mare, with Arctic’s help, to her feet, helping her trod to the restroom, removing the plug, and assisting her in emptying herself too.

After getting out as much as they could, the trio went back to the room, gathering up everything back into the bag, and wiping up the miscellaneous puddles on the desks and floor, making everything presentable again.

That done the three went down to the gym taking quick, efficient showers, being mindful to just be clean, the mares thankfully leaving the stallion to wash up without teasing him. Drying off, they walked back down the empty halls, towels around them for decency. It was a good thing no one was around, the group looking rather suspicious like this, but they made it back to the room without incident.

Getting dressed again, Arctic felt a hand on his shoulder, and looked back to see Ms. Harshwhinny looking at him softly. “Excellent work on today’s lesson, Frost. So good in fact, you can have tomorrow off, but I expect you here on time the day after, understood?” Honestly, she just needed the day to recover. She would be quite sore come morning, she knew.

Cherilee smiled at him too, walking around in front of him, cleaned and dressed as well, bags over her shoulder again. “That’s right Arctic. Well done today. You deserve a break. Good boy.”

Arctic nodded, blushing at the pet talk. “T-thank you m-mistresses. I’ll be sure to b-be early day after tomorrow. You’re v-very generous.” He smiled, before turning to leave, only to feel arms around him, making him blush again as the brown mare hugged him from behind, the maroon from the front, sandwiching him between them.

They tenderly nuzzled him, before letting him go, watching him scamper off red-faced, giggling to each other as they straightened the room back up, just going over things again. “I see why you like using all those things now. That was quite some fun.”

Cherilee smiled back at her elder, nodding. “Mhmm! Though after watching you, I can see the more simple appeal of just controlling him without a lot of aid. We’ll see how it goes in a couple days hmm?”

Harshwhinny just nodded, smiling gently back. “Indeed.”

They left then, going their respective ways, as the white pegasus flew home at a brisk pace, thankful for the air to finish drying his damp fur before landing at his house, going straight to his room and laying down, sighing as he slipped into sleep, so happy to have tomorrow off from those two.

Author's Note

Whew! Chapter 2 is complete! This one was kinda tough to write out, and ended up a lot longer than I'd planned on. Still, hope it's better than the last one, and enjoyable!

For those hoping for something nicer for the poor guy, stay tuned for chapter 3!

-GS