The Equestrian Pupil

by Calico64

Here We Are

Previous Chapter

There was very little talking between her and other people in her life. The dark blue furred mare’s social interactions were little to none as of late. In fact, talking to Snowpeak was a gigantic leap for her, but her grades were ever so important to her. Though, there was a side to Bookworm that no one else had ever known before. When her nose wasn’t shoved into a book, or when she wasn’t studying for an exam, she was reading the articles next to very hot, naked ponies in a great deal of magazines meant for stallions of a different lifestyle than her own.

As Bookworm stood at the entrance of Mr. Fieldman’s Chemistry class, all of those sexual images came flooding back to her. All of those stallions tied up with their cocks hanging out while a sexy mare dominated him and grabbed his hot rod with her whole hand. All of those red hot mares getting throat fucked by a very well endowed male with gigantic muscles. All the cum caught perfectly by the camera, all the pussies squirting from such powerful orgasms, all of them came through her mind like a typhoon.

She froze in place. She could only stare at the two of them. Human penises were far different than she imagined, but they still bared the fruit she had looked for. Bookworm’s eyes scanned his balls, which Snowpeak was holding in her palm the second she walked into the door. The stench in that classroom was immense. It stunk to high heaven, but at the same time, it only worked to enhance her arousal and her absolute embarrassment.

“Bookworm?” Snowpeak asked, as she did, they were getting their clothes back on in a hurry. Snowpeak didn’t bother putting back on her panties, she simply threw them at Jason, who pocketed them in a flash. She got off of the floor and straightened her skirt as she walked to Bookworm, who had yet to say or do anything in that very moment. She gazed at Bookworm up close, and it honestly looked like the poor girl was in a state of shock. The bat pony simply turned around toward Jason, who wasn’t panicking quite yet, but it looked like he was on the cusp. “Get this place cleaned up, I’ll take her home.”

Fieldman nodded, agreeing wholeheartedly. Their little sexual venture had barely even begun, and already they had been spotted. They were found out by another student, no less. Already, he had doom and gloom ringing around in his head. However, for some reason, Snowpeak was not the least bit deterred. In fact, she took it all in style. She got herself proper once again and went over to Bookworm, taking her by the hand.

“Come on.” She said as she led Bookworm out of the classroom. As Snowpeak led her toward the door, the mare could not stop staring at the human. His cock was still very fresh in her mind. Bookworm was completely at a loss for words. The bat pony finally got the blushing unicorn out of the room while Fieldman made sure there was no trace.

Snowpeak pulled Bookworm to the front of the school without a word. Once they got to the front parking lot, Snow looked back at her to see that she was actually looking back at her with a still quivering bottom lip.

“Look, Bookworm, what you just saw is not how I’ve maintained my perfect grade in his class. In fact, I maintained a perfect score to get into his pants. I wasn’t doing any of that to get any extra credit from him. I just started that yesterday and--”

“When are you meeting him next?” Bookworm said as she brought her book up to her muzzle to hide her face from Snow, and hide the blushes in her cheeks.

“Meeting him next?” Snowpeak asked, seeing how red the unicorn was getting just from thinking about what happened. “I don’t know, I’m pretty sure you catching us fucking in his classroom scared him away from doing that again. He was already trying to be cautious about it. This may have scared him away from doing it ever again.”

“No!” Bookworm almost shouted, making Snowpeak’s eyes widen as she look at the dark furred unicorn who covered more of her face with her book. “I… I…”

“Do you want me to drive you home?” Snowpeak asked, causing the textbook in front of her face to lower down for Bookworm to nod. “Alright, where do you--”

“You--” Bookworm started to say, but then she clammed up instantly. Snowpeak tilted her head, puzzled. The unicorn turned her head away from her, and her face flushed even deeper as her arms nearly crushed the textbooks harder against her buxom. She turned her head closer to the quivering mare, giving her a closer look as Bookworm turned away in a tighter twist.

“Yes?”

They stood there in the mostly empty parking lot. Teachers leaving to go home passed them by, giving them strange looks as they walked by. Loitering was against the law, but everyone knew Snowpeak, and everyone loved her. They also knew that Bookworm was not one to break the rules, so there must have been a proper explanation for this. So no one approached them. They just stood there for a moment in silence.

Once Bookworm was sure that no one else was around, she looked at the bat pony once again.

“Your home.” Bookworm said in a small voice. “I want you to drive me to your home.”

Snowpeak’s eyes widened quite a bit and she watched Bookworm’s face disappear back into her hair and books to cover up. A very sly grin began to appear over the bat pony’s face. She very gently, slowly put her finger up to Bookworm’s face and pushed her glasses back up the bridge of her nose, closer to her eyes. The unicorn’s shocked expression was brought to rest as her hand slid over her cheek softly.

“Well then.” She whispered close to Bookworm’s face and winked. “Right this way.”


Thankfully, by the time Snowpeak got her home, only her Dad was there and she was easily able to convince him that she was there as a study buddy. Bookworm was surprisingly good at acting the part with a cool head, given the situation. She even came up with several things that she wanted to study with her new bat-winged friend. The two of them made their way to her room. Bookworm set her books on the bed in the corner. Then she stood in the center and looked around at the floor. She saw the gray carpet that was soft like a pillowy cloud, the hot pink dresser on one side of the room, with a computer desk right beside it. In front of her window was a TV stand, all around the flat screen TV was a very large collection of stuffed animals.

“Make yourself comfortable.” Snowpeak said as she took off her shoes and her tie, popping her neck and sighing. Before she knew it, Bookworm was suddenly scrambling to take off her tie, an then her school uniform, unbuttoning it down the front in a rushed, almost panicky motion. “Whoa, hey, hey Bookworm, hold it just a minute.”

Snowpeak took both of her hands hand held them, squeezing them gently. By this time, the somewhat skinny unicorn had unbuttoned all of her blouse, letting it hang open to show that she had on a white, plain bra.

“What is your hurry? Relax.” She whispered to her. “This is not something that you can just dive into head-first.”

“But I’ve read several articles that state that most experienced lovers like their sex more aggressive and vivacious.” Bookworm’s nerd tone came out in full force at that moment, causing the bat pony to blink.

“And how experienced are you?” She asked, causing Bookworm to clam up immediately. “Yeah, so we’re going to be doing this slowly.” Snowpeak said this, and then rubbed her hands up the skinny mare’s abs, running her palms up over her cups that covered her apple-sized tits and over her upper chest. “I want you to tell me when to stop, when to go faster, and when you want more. Do not clam up on this. If I am doing something that you are not comfortable with, you tell me, immediately, okay?”

Bookworm gave a vigorous nod to this and Snowpeak rubbed her hands over her shoulders, and caused her school uniform top to slide off of her arms, onto the floor behind her. Over time, some sweet talking, and a few little quivering breaths, Snowpeak unveiled the unicorn’s breasts. She had to admit, they weren’t a bad pair either. Her dark blue furred breasts came with even darker areolas and very pointed nipples.

“How sensitive are they?” Snowpeak asked, but then cupped them both in her hands, causing her to draw a sharp breath. “Oooo, very sensitive.”

She caressed Bookworm’s tits for a moment, causing her breaths to become shallow and her eyes to squint as she looked down at the bat pony’s hands. She squeezed her tits and even made her lay her hands onto hers, urging her to rub them harder.

“How often do you rub them while you masturbate?” She asked, making Bookworm look at her with a bit of surprise. “There’s no shame in it. I rub one out all the time.”

“I ummm… I rub them a lot when I do… that.” She whispered and then let out a soft murmur as her fingers gave her nipples a little pinch.

“It’s a lot different when someone else does it.” She got down onto one knee and squeezed her breast around the nipple as it entered into her mouth, where her tongue began to lap over it.

“Oh, God…” Bookworm exasperated as Snowpeak sucked on one nipple after the other. She took deep breaths and lavished in the feeling of her mouth suckling her.

“Mmmhmmm…” That was when she stopped and lifted up her skirt to get a nice little peek at her panties, which were more or less soaked. “Oh, my. That won’t do.”

It wasn’t long before they were both completely naked in the middle of Snowpeak’s room. She encouraged Bookworm to touch and feel at her leisure. Bookworm made no hint at any conflict with the idea. She felt the bat pony’s tits, and her ass as she worked down to her pussy, feeling that she too was enjoying the attention.

Over time, Bookworm got on the bed and spread her legs to show off her bright, pink pussy to the mare as she examined it, even gave it a few little kisses.

“Ohhh! Snow! I never thought I’d ever-- Ohhh!!” Bookworm gasped as she was interrupted by her lips engulfing her very wet quim, even slobbering all over the inner labia. “I watched so many--mmm!!-- pornographic videos of lesbians doing this! I wanted you to do it to me. Please, lick me with more pressure!” As she said this, she moaned even louder, putting her hand over the back of Snow’s head to press her harder against her crotch. Her tongue swirled all over the mewling cunt of the nerdy mare, already her first orgasm was building big enough to pop.

“Mmmm, how about right here?” As one thumb spread the pussy lips more, the other thumb gently nudged against Bookworm’s clit, causing her legs to twitch hard!

“Yes! Oh, please, lick my clitoris!” She began to shake as Snowpeak’s tongue started to lap directly onto the little bump. Her first orgasm was a heavy one. The sweat on her brow became fierce and the nerdy pony started to shake all over. She bit her lower lip as the cunnilingus continued even after the climax. She grabbed a handful of Snowpeak’s bedsheet and let out gasping moans as her tongue licked all around her lips.

“Mmmmm, such a good girl. How do you like our little study session so far?” The bat pony said, giving the blue unicorn a small break from such intensity. She couldn’t help noticing that Bookworm looked ever so different without her glasses. The naked, gasping mare lied there on her back with her legs bent up in the air. At length, she opened her eyes and looked down at her.

“Very-- well-- I think.” Bookworm watched as she climbed up onto the bed with her, and her naked body hovered just above hers. Her hands and knees were right next to Bookworm on either side as she gazed at the newly discovered sexual being.

The bat pony crawled up a bit more to where her tits were right in front of the unicorn’s face, allowing her to begin to suck on her nipples a bit.

“Mmmmm, you liked seeing me suck on that big cock, didn’t you?” She whispered to her. It must have struck a chord, because she felt her start to suck even harder. “Ooohh, you did.” She bit her lower lip as Bookworm squeezed one, still licking. “You want to try his dick too?”

That was when the mare stopped sucking and looked up at Snowpeak. She could see Bookworm’s eyes so full of wonder. They gazed at one another for a good moment before the blue mare reached down to begin rubbing the bat pony’s very wet crotch.

“Can I?” Bookworm looked hopeful. When Snowpeak pressed both of her large tits into her face, mimicking the act of suffocation. The unicorn still was able to kiss and lick all over her tits.

“Why, yes you can. In fact I would bet on him being quite pleased with the idea.”

Bookworm peeked up at her from between her large tits, her large pink nipples pressed against bookworms mouth to where she could keep kissing on them and sucking on them. “Really? You think he’d want a nerdy girl like me?”

That’s when Snowpeak began to giggle uncontrollably. She went on like that for a good few seconds. Her boobs bounced lightly on her new friend’s face as she watched Snowpeak work her way down to a small chortle. She finally stopped laughing, looking down at Bookworm with a very mischievous smile. “I have no doubt.”


Well, he may as well go ahead and pack his bags and head on back to the human world. He pretty much just literally fucked his career in the ass. It was time to just give right up and call it all quits. He lied in his small apartment bed and sighed every time he thought of Bookworm just waltzing into his classroom and catching the two of them with their pants down. Nothing was stopping her from destroying his life’s work once again and going to the board of education.

Now he was turning his head toward his closet at the other end of the room, eying his luggage that he pretty much just got done unpacking just the other day because he left an extra bottle of shampoo in it. Now they were going to have to get packed back up for his trip home. Going through the utter shame all over again because he decided to go ahead and stick his dick into yet another student. What exactly was he supposed to do? She was obviously feeling strong infatuation for him. She was shaking her ass directly at him and he had a very large case of weakness. It was only natural, of course, so now he was going to face the consequences once again.

Fuck it, speaking of which, perhaps it was time for a shower. A good run through the water would clear his head. He got up from his bed and went to his bathroom, all the while, pulling his clothes off. He turned on the shower water and let it heat up as he threw his clothes into the hamper beside the bathroom door.

One thing that did stand out to him was what Snowpeak had told him. She seemed so sure that she could handle Bookworm on her own. Her confidence gave him some semblance of hope through this whole thing. His mind went back and forth through the whole ordeal as he washed himself. The nice hot water did actually make him feel better. He looked down to see that he was going to need to hit the gym a little harder now. He was fairly well built and ripped, though he wasn’t a body builder by any means. He was simply in good enough shape of what he wanted out of life.

While the shower was nice, he suddenly heard a noise coming from the other room. At first, he wasn’t sure if he actually heard it, but then there was another. It was kind of a thumping sound. As he heard it a third time, he turned off the water and stepped out of the tub. In a hurry, he dried off with a towel from underneath the sink. He wrapped the towel around his waist and opened his bathroom door wider.

He took one step into his bedroom and what he saw made him drop the towel from his waist in that very instant. There was Bookworm, the other straight A student in his class was lying on her stomach in the middle of his bed. Her rump was pointed straight up in the air, and her very short skirt was doing nothing to cover up her naked ass. She looked back toward Jason with a smile as her tail swished from side to side.

Beside her, Snowpeak sat on her knees, her schoolgirl blouse tied at the bottom of her breasts to show off her belly.

“Hi, Mr. Fieldman.” Both of them said with a smile at him.

Snowpeak looked down with that same smile and licked her lips. “We see you’re happy to see us.”

It was true, Jason’s cock had risen to the very top of its hardness. Suddenly it seemed like Snowpeak had kept her word, and handled the whole situation to the letter. Never in his life did he ever think he would see the bare ass of that girl who would not put her book down for any reason. The mare who very seldom talked other than to ask practical questions for her assignments did not strike him as the sexual type. Now here she was with her butt cheeks in full view, as well as her partially opened outer labia just under it, between her legs.

“Ummm… Snowpeak, I’m not going to go into how you got into my apartment, but it was risky enough doing this with just one of you. If I get caught having sex with two of my students, I am sure to lose my job.” Jason said, and Snowpeak cryptically tilted her head.

“Lose your job? I mean, maybe if we were having sex in the classroom, and maybe if we were giving you sex for better grades, but the two of us? Both of us at the age of eighteen? We’re willing adults.” Bookworm said, suddenly losing her sexual persona, and going into a semi-nerd talk. “The school board allows for teachers to have sexual relations with students, so long as they are within the guidelines of the school itself, and our school allows it, so long as there is not a sudden spike in our grades either way as a result.”

“Wait, are you for real?” Jason asked, and both of them nodded. “You’re saying we were technically allowed to do this the whole time?”

“Well, kind of, we weren’t really supposed to do it in the classroom, nor in the bathroom.” Snow said, then saw Bookworm shoot a look her way.

“Wait, you did it in the bathroom?” She asked and Snow just waved her away and whispered for her to stay in character. Both of them got back into their smiles and Bookworm even shook her ass how she saw the porn stars do it when they were beckoning a man to come over and give them a good spanking or a hard fucking.

“Now that that’s all cleared up, I got us a new little playmate.” Snowpeak spread the unicorn’s butt cheeks and began to rub two fingers onto her dripping vagina. “She told me that she wanted to feel a man’s touch, so I brought her to you.” She spoke in her most seductive voice she could, and looked at him with bedroom eyes.

Jason’s mind was reeling at a mile a minute at this point. He stepped briskly toward Bookworm and put his hand down onto her cunt, feeling the syrupy juice flowing, especially as he touched it. The very next second, there was something of a torrent of wetness that dripped from his fingers onto the bed. As he touched her, Bookworm began to breathe a little harder, especially at the sight of his steely dick right beside her face. His fingertips began to move her malleable pussy lips around in a sensual circle, causing her to look up at him and moan with growing lust.

With no prompting, her lips attached to the shaft of his cock, starting to lick his member as she moved her pussy onto his hand to grind it harder. He let out a deep sigh as his glans penis entered her mouth. She tried her very best to remember how the pornographic videos portrayed fellatio and how Snowpeak said that she should not use her teeth at all.

The bat pony watched this all unfold. To say it was a turn on was a severe understatement. Watching the dark blue unicorn give Mr. Fieldman a blowjob got her going, she was even rubbing her own pussy underneath her skirt. It wasn’t long before she said fuck it and went to the other side of Jason, her muzzle coming up to his balls and began to lick them as Bookworm worked on his shaft.

His hands went to both of their manes, Bookworm’s black mane was long enough for him to grab ahold of it. As he grabbed it, he felt his cock go ever deeper into her mouth and she sucked even harder. With Snow working his balls and Bookworm sucking him off, he had very little say in the matter of his ever growing orgasm that built higher by the second.

“Oh God!” Jason gasped as he very gently pushed deeper into Bookworm’s mouth, her tongue accepting his whole length as she licked him all over. “I’m gonna cum!”

“Good…” Snowpeak said, and Bookworm had something of a worried look on her face. However, as worried as she looked, her mouth only shoved harder down his twitching cock.

Then there was the real twitch, Jason’s dick shot a good wad of cum into Bookworm’s mouth, and to his surprise, she pulled back away from him. Snowpeak grasped Jason’s cock and began to jerk him, using the saliva as lubricant. He spattered more hot white jizz all over Bookworm’s glasses, her mouth, and her forehead along with her horn. The sensation was indescribable to Bookworm. His sperm was so hot against her face, and salty to the taste. The feeling of being sprayed with his semen made her drunk with ecstasy. All of those videos she rubbed her pussy to of the same thing happening to porn stars was nothing compared to the real thing.

Then she felt the bat pony behind her. Snowpeak crawled up between her legs with her back against the mattress and her face up in Bookworm’s pussy. Without warning, Snowpeak began to massage her inner labia with her tongue. She used her thumbs to widen her vagina and lick it all over. The blue unicorn gazed back toward her as she performed the greatest cunnilingus yet in their short stint as sexual partners. As she did, Jason crawled over to Snowpeak on the bed and unbuttoned her top. There was only one button to undo, and then he untied her shirt to expose her buoyant breasts as they bounced free. She had never once told Jason of her enormous fetish of having a cock between her tits, but there he was with his still raging boner pressed between her bulging chest balloons. With his hands, he squeezed her bust harder against his shaft and began to fuck her tits.

Snowpeak couldn’t even concentrate on licking Bookworm’s vagina at this point. She started to moan into her classmate’s crotch, the vibrations causing the blue mare to let out high pitched moans of her own as her cheeks turned red. She used one hand to keep herself up on her knees, and her other hand freed her breasts, rubbing them hard as the slimy muscle worked its way into her pussy hole and wiggled all over it.

Before she knew it, though, Jason had stopped titty fucking her. Muched to her dismay, he slid his cock out from between them and made her stop licking Bookworm all together.

“Why don’t you bring your little friend down here along with you.” Jason said as he jerked his already very hard member. Bookworm’s smile brightened as she crawled downward and put both of her knees on either side of Snowpeak’s waist. Now both of their pussies were in full view, and Jason wasted no time in pushing into the bat pony first, nice and hard. Her eyes widened as she felt him go deep into her, and she clutched onto the unicorn’s sides. The two of them met in a kiss as Jason fucked her. His balls slapped against her and his hands held onto Bookworm’s ass as he squeezed her ass cheeks nice and hard. The two mares moaned into each others mouths, especially as he pulled out of Snowpeak, and very slowly eased his way into the next girl.

Bookworm’s eyes widened to their fullest extent. Perhaps this was a bad time to explain that she was a virgin. She was perfectly willing to give it up to the human teacher, but she had no idea how he was going to handle her. She didn’t know if she could handle the intensity that Snowpeak did. However, her worries were laid to rest as he began to push into her ever so gently. She had already broken her hymen in masturbation, but the feeling of a real piece of meat was far different than plastic or glass novelty items pushing in and vibrating inside of her.

This felt so natural, so organic, so alive! He fucked her while she stood on all fours, taking it and loving every minute of it. She especially loved how Snowpeak sucked on her bottom lip and gave her sweet kisses while their science teacher romped her from behind. Her orgasm came swiftly, but it lasted quite a while. Her climax rippled throughout her body with every push of his powerful rod. She even squirted some, splashing his balls a little bit with her female juices.

He took that as his cue to go back down into Snowpeak, and he started to pump her with some serious force! With every push, she let out a high pitched howl of pleasure.

“Oh! Yes! Fuck me! Fuck! Yes! Fuck me harder! Fuck this fucking slut!” She growled, her fingers pressing onto Bookworm’s ass as they met in yet another kiss, a nice, sloppy kiss as Jason drove his cock full length into her ever juicy cunt. Her fluid dripped all over the bed as his hard on was driven into her. It really began to dribble as she came, and what a powerful cum it was!

She howled his name, resisting the urge to bite down on Bookworm’s neck, a sentiment she was grateful for later. And Mr. Fieldman finally pulled out of her and unleashed a large spray of white globs that spattered against both mares’ chests. With every twitch of his cock, he sent another wad of spunk shooting into them, landing on their faces and mouths. He ejaculated between the two of them, hard! He messed up their abdomens, their crotches and even got his last few dribbles onto Snowpeak’s pussy lips.

The three of them collapsed onto the bed, hot, sweaty, and wet from sweat and love juices. He almost made the joke that they deserved A’s in this course, but he only laughed a little bit to himself at the thought of it.

“Mmmm, we’ll be back for tomorrow’s study session, Mr. Fieldman.” Snowpeak said as she grinned over toward him. His eyes widened a little.

“Tomorrow?” He asked, all the sudden realizing that he hadn’t even started grading the papers from his last hour. “But…”

“And the next day’s.” Bookworm nodded in agreement. The two mares looked at each other and giggled.

Snowpeak slid a little closer toward him and whispered. “And the next day’s.”

Jason swallowed hard. “Oh… boy…”