Learning to Play Her Instrument

by FallBlau

Rating: mature
Tags: Princess Celestia, Slice of Life, Sex, DJ P0N-3, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Alternate Universe, Porn, Octavia, Comedy
Length: 20890

Octavia Melody has always been a different kind of pony, but when she goes to college, she finds that she has plenty of opportunities to exploit her natural talents.

College can be stressful, and Canterlot University is no exception. Between pursuing a Master's and trying to get by, it's more than a challenge for anypony. Octavia though has never let a challenge get in her way before and is determined to overcome the odds, no matter what.

Alternate description: When college fucks you over, you fuck it right back.

Contains: Futanari, Massive Girl Dick, excessive cum, lactophilia, BDSM, and now with lesbians!
Cover Art: Dozer

UPDATE Featured on: March 25, 2019. I am so grateful and honored. Thank you all!

And a special thanks to Archemios who has been such a huge inspiration and help during this entire process. Thank you sincerely, from the bottom of my heart.

Published 2019-03-24 17:00:01 UTC
Last updated 2019-12-05 15:33:26 UTC

Mornings Are Hard

Octavia was an average pony, at least, that’s what she liked to tell herself. Growing up, her parents had told her not to think of herself as different from any of other pony. And though she knew they meant well at the time, as she grew up, she began to realize those two great differences that set her apart from her peers.

The most obvious was an accident of chance.

Octavia loved music. During her youth, she had flirted with the classics and as she grew older, these flirtations developed into a full-blown love affair. By the time she was in high school, she had distinguished herself as a cello virtuoso, a fact and even had won her some acclaim among her peers, which she took great pride in.

The other was an accident of birth.

The young cellist rubbed her eyes as she stumbled into her college dorm bathroom, splashing some water on her face before looking herself over in the mirror. She was twenty-two now, and it definitely showed.

No longer the thin, frail girl she had been in High School, she had matured into a fully grown woman. Aside from her brilliant eyes and long, straight hair, she had curves in all the right places. Especially her breasts. Heavy, with the right amount of perk; unassuming, but extremely tender to the touch. Octavia had been well endowed in this respect, and if other girls were more modest about their bodies, Octavia certainly could understand. It was only natural, considering how careful her parents were to instill in her the virtue of modesty.

“If that’s all a woman has to offer, then she offers very little,” her mother was fond of saying. And she was right. She was more than just a pair of nice tits and a pretty face, though she certainly lacked nothing in either department. She had something that meant more than that – passion and a drive for excellence. It had been what carried her through her Bachelor’s, and would see her finally achieve her Master’s and one day, with any luck, be accepted into the Royal Orchestra.

“Just two more years, then on to first chair cello,” Octavia murmured to herself as she slipped on her bra before being reminded of her other inheritance…the monstrosity.

It dangled there between her legs like some unsightly abomination; its massive, unnatural weight causing a hollow echo every time it hit her thighs.

Octavia often mused to herself that if she had been born a colt, she might have considered herself unusually blessed. As it were though, this ‘blessing’ was more of a curse. When she had been born the doctors were at a loss to understand it. Nothing about it made sense, not least that she was, in body, manner, and thought, a girl.

Her parents were rightfully concerned. Thankfully the doctors had offered a solution – a magic potion that would conceal her uncomfortable disposition and give her, by appearance and feel, what a girl was supposed to possess. Of course, there were drawbacks, which Octavia became acutely aware of growing up.

The potion itself was expensive, having been concocted from a variety of rare herbs and elements. It wasn’t always possible to afford the prescription and so, at times, Octavia found herself having to cope with the situation as best she could.

No skinny jeans or short skirts for me.

Then there was the potion’s physical limitations. A single dose only tended to last around eighteen hours, which often found Octavia with an unexpected surprise when she woke up in the morning.

No sleep overs either.

What was worse – it often seemed to have a mind of its own. And while the potion was effective, it didn’t always work the way it was intended. Sometimes an especially severe episode of stress or nervousness caused the potion to wear down early. This had led to more than one embarrassing incident in Octavia’s adolescence, much to the cellist’s eternal regret and shame. Nevertheless, it had also made her acutely aware of her own emotional limits and endurance and had allowed her to strengthen both as a consequence.

Octavia popped off the potion’s cork with one swift motion and downed it in one go, shuddering at its acrid taste. Years of taking that vile substance never seemed to make it any more pleasant.

The effects were almost immediate. Octavia felt her bare body shiver as the great girth of her prodigious package began to recede, and in a moment, nothing was left to indicate that she was anything but a full and true woman.

At least – that’s what should have happened.

Instead, Octavia felt…off. It started with a tingling sensation in her fingers and toes and then worked its way up her arms and legs.

I’m having a heart-attack!

A feeling of panic swept over Octavia as she tried to make for the door to reach her cellphone, but found her efforts were in vain. Her entire body was numb and she could hardly move. The tingling continued, but oddly, there was no pain. Octavia didn’t know if this was a good or bad thing. Instead, the cellist sat on the toilet, trying her best gain her balance and hoping the sensation would wear off.

Good Gods, this is where they’re going to find me!

Octavia wasn’t sure what she found more upsetting: the fact she was dying or the thought of being found dead naked on the toilet.

Well, I suppose there are more undignified ways to go.

But to her surprise, she did not die!

A moment passed and the sensation died away, leaving Octavia stunned but otherwise unhurt.

That was strange.

Octavia felt her wrist– normal pulse. She was thankful to have taken basic first aid now. She got up and looked herself in the mirror. The potion hadn’t worked. The monstrosity was still there, but now it felt different. She felt different.

That was when the heat followed. Octavia felt as if her entire body was on fire.

“What is going on!?”

She rapped her hoofs on the tile, tears flowing down her cheeks. Had she been poisoned? Was this some sort joke? She didn’t know, but what she did know what that it was something terrible.

She felt powerless. She felt weak. She felt...horny.

Octavia tried her best but couldn’t stop from shivering as her mass touched the cold exterior of the wall tiles.

She was fully erect.

The bulbous mass of her cock strained and pulsed, like some unnatural outgrowth or tumor. Octavia had always had a good handle on this but this was different. It felt like it was independent of her thoughts, of her actions. When she touched it, she nearly fell down, gasping, the sensation coursing up her spine like lightning.

Octavia felt her face flush red. She hated herself for this, and wasn’t even sure she wanted to, but she continued to run her fingers over it, flexing the sheath over her massive stature, wishing she had the willpower to stop.

But it just felt so damn good.

The cellist huffed and panted, the mirror on the wall quickly fogging. She was lost in a tidal wave that had broken all of her inhibitions. Repressed memories and feelings came back to her and were washed away by the torrents of pleasure coursing through her body.

But one memory gave her pause.

Octavia found herself back in the girl’s locker room at Canterlot Middle School. The rest of the girls were changing after a long workout. She was thoroughly exhausted and retreated, as she normally did, to the corner where she thought she was out the way.

She reclined her arms on the wall, feeling the cool air from the AC above her, before she felt something slip down around her ankles and a sudden chorus of gasps filled the air, followed by laughter.

Octavia wasn’t even sure what had happened until she realized she was exposed – with the monstrosity plain for all to see. She swung around to see the perpetrator, only to be greeted by that sly, malicious face grinning at her wickedly with that air of smug satisfaction that only a sadist could stomach.

She only got a brief glance before she tried to collect herself the best she could and ran out of the locker room, the hot tears burning her eyes, filled with a total sense of embarrassment and anger.

And as the cellist stroked her massive horse cock, there was only one thing that she could think of:

Sunset bucking Shimmer!

Octavia began to feel hatred mixed with lust begin to rise within her as she imagined that smug look being wiped off her face if she had her way with her.

“Thought you were so tough,” Octavia huffed. “Who’s crying now, huh? Suck my British balls.”

The thought filled Octavia with rapture. To give that bully a taste of her own medicine. To have her in total submission and to see the look of desperation on her face instead!

Octavia could hardly contain herself and began muttering obscenities as she stroked herself, unable to sate her perverse satisfaction at her fantasy before she realized she had gone too far.

The cellist felt her eyes go blurry as her throbbing cock convulsed and the world seemed to melt around her in a moment of pure satisfaction, her tongue hanging from her mouth.

When it was all said and done, Octavia wasn’t even sure what had happened, but as she began to regain her senses, the awful extent of what she had done became clear to her.

The room...was coated…in cum.

Octavia recoiled in horror and dismay.

It was everywhere. On the floor, the toilet, the bathtub. In the corner, there was a great heap of it gathering as it ran off the walls and collected on the floor. Octavia, to her chagrin, reached up and felt the hot sticky substance as she ran her fingers through her locks.

It’s in my hair!

Octavia immediately jumped up to clean it but then remembered, looking up at the cum-coated clock, that her class would be starting soon.

Buck my life!

She hastily pulled out the dust pan and broom and tried sweeping it up, but despair set in as she realized she’d never be able to clean it up and herself in time.

I’ve never been late for a class in my life! What are they going to say! Oh! Stupid girl! How could you have done something so foolish!

Octavia threw the cleaning instruments on the floor, feeling helpless before she heard something in the distance.

Footsteps. Coming up the stairs.

She looked back up clock. A quarter past seven. That meant that…

Vinyl is getting off of work!

Octavia panicked.

“Think, Tavi, think!”

The footsteps echoed louder as they approached.

“Ah...Buck it! There’s no time!”

Octavia hastily donned her discarded sleeping wear and shoved everything inside the sullied bathroom, just as she heard the rattle of keys and creak of the front door opening.

“Vinyl! So good to see you!”

The DJ was in a terrible state. Her bloodshot eyes were visible, even before she removed her glasses and hung them on the wall. Vinyl limped along the floor, more than a little out it, Octavia could tell.

“Hey Tavi,” she grumbled. “What are you doing here? Don’t you have class, or something?”

“Oh ha ha, you’re right. Silly me. Well it turns out Dr. Honeyfeather cancelled it. No class today. None at all, in fact.”

“Huh…” the DJ shrugged. “Doesn’t sound like her, but whatever.”

“I bet you’re really tired! Here, let me fix you something relaxing and maybe you can go to sleep for the next 12-14 hours, perhaps? And definitely not go into the bathroom.”

Vinyl sniffed the air, her lethargy suddenly forgotten.

“What is that smell?”

“Smell! What smell? What does it smell like?”

“Like…like…ammonia?”

“Oh um…well that makes sense. I was doing some uh…cleaning! Yes! Cleaning! Dirty thoughts – er, I mean, floors! Dirty floors!”

Vinyl looked at her perplexed.

“You’re acting a little strange, Tavi. Are you sure that ammonia didn’t go to your head just a little?”

“To my head? Perish the thought! I just work so hard and knew you’d appreciate the effort because I don’t feel like I show you enough attention and so I wanted to make it up to you.”

Vinyl blinked.

“Riiiiiight. I’m just gonna a take quick trip to the…”

Octavia slammed her arm in front of the bathroom door.

“You can’t go in there! I – uh – uh – haven’t finished yet! You might slip and hurt yourself.”

“I’ll be careful…”

“No! You don’t understand. How could I live with myself if you were to get hurt? I couldn’t let you needlessly endanger yourself, could I?”

“Tavi, are you on drugs?”

“Drugs! Yes! Drugs, that’s it! Drugs! I’ve got lots of drugs. I just shot up like half-an-hour ago! I’ve a whole meth lab set up in the bathroom. You really shouldn’t go in.”

“Oh I get it.”

Octavia felt her heart drop.

“Get? Get what?”

“You’ve just taken a huge dump and don’t want me to suffer. I gotcha. Trust me though, Octy, there ain’t much I can’t handle.”

She went for the knob but Octavia fell to her knees.

“Please, Vinyl. For the love of Harmony, don’t go in there. I’m begging you!”

“What is wrong with you? What could be so bad that you could possibly…want to…hide it?”

The DJ stopped in her tracks as she opened the door, unsure of what she was seeing. The war-zone that was their former bathroom left her speechless, as did the pungent smell that threatened to push her over.

“W-what is this? Is this…”

She touched some as the sloppy goo trailed down her fingers.

“Is this cum!?”

Octavia began to cry.

Vinyl forgot the sordid scene momentarily as she reach and grabbed a roll of (miraculously untouched!) toilet paper and sat beside her roommate, handing it to her. Octavia wiped her eyes and blew her nose as she tried to compose herself.

“Oh Vinyl, it was awful. I woke up this morning like I usually do and took my medication, but something went wrong. Terribly wrong. I couldn’t control myself. I started touching my…my…”

Octavia felt a fire rise within her as she threw the toilet paper roll across the room.

“Why did this have to happen to me!? Why couldn’t I have just been born like any other girl? Then I wouldn’t have to deal with this. I hate having this…this…thing between my legs!”

Vinyl bit her lip, unsure of what to say as the cellist lamented.

“C-can I see it?”

Octavia recoiled.

“What? No! Certainly not!”

“Oh come on Tavi, you just blew a load in our bathroom that puts Mt. Vesuvius to shame! The least you could do is show what caused it. That thing has got be impressive.”

The fire within Octavia’s stomach rose to her cheeks.

“I…uh, well, um. I’ve never heard anypony use that word before to describe it.”

Vinyl chuckled.

“No worries, Tavi, I’ve seen my fair share of dicks before.”

Octavia glanced down, pursing her lips as she rubbed her elbow.

“You…you promise not to laugh?”

“Promise.”

“Alright then…”

The cellist took a deep breath before suddenly jerking down her pajama pants and knickers.

Silence.

Octavia refused to open her eyes to see her friend’s face.

“Well? What do you think?”

“Sweet pony Jesus! It’s huge! It’s the biggest cock I’ve ever seen! How do you even walk with that thing!?”

Vinyl howled with laughter.

“You said you wouldn’t laugh!”

“You’re right…you’re right,” Vinyl said, trying to regain herself. “I just wasn’t expecting it, is all.”

Octavia puckered her lips indignantly.

“Happy now?”

“Can I touch it?”

“No!”

“Come on, Tavi!” Vinyl whined.

“No, don’t ‘Come on, Tavi’, me. I’ve been through quite enough already this morning, thank you very much.”

“But look at it! It’s bucking massive!”

“Vinyl, I don’t have to be reminded of the very large horse dick that I’ve seen every day of my life since birth!”

“Wait, you were born with this?”

Octavia sighed.

“It was an abnormality. It could have been removed, but my parents objected. The doctors gave me a potion to take to ‘make it go away’ – at least for a while. I take it every day. But this time it didn’t work and…it was horrible, Vinyl. I started touching myself and well, you see the result.”

“Have you never explored yourself?”

Octavia shook her head.

“My parents told me I shouldn’t. So I never did.”

“Never?”

“Never. And now I’m not even sure what’s going on or what to do. I’m afraid to take anymore potion either. After what just happened, I don’t know what to expect anymore. And I can’t go to class with…this!”

Octavia pointed to her exposed member, which was now twitching.

“Tavi,” Vinyl began, seriously. “Are you still horny?”

Octavia looked away.

“Yes,” she replied in a small voice.

“It’s not a bad thing, you know? Everypony gets this way sometimes.”

“I know, but it makes me feel dirty.”

“Octavia, listen to me.”

The cellist felt odd hearing Vinyl say her full name. It almost sounded foreign since she wasn’t even sure she had ever heard her call her anything but ‘Octy’ or ‘Tavi’.

“There is nothing dirty or wrong about it. You shouldn’t feel any shame or guilt because of this. You have needs – we all do – hell, I do for sure. But you can’t live your whole life ashamed, you know? You have to love yourself – the real you – despite what anyone else says.”

Octavia nodded, taken a bit off guard by the DJ’s oddly inspirational homily.

“You’re right, Vinyl,” she said, wiping away what remained of her tears. “Perhaps I’ve been repressing this part of myself too long.”

“That’s the spirit, Tavi.”

“And you know what else?” she asked, getting to her feet. “I don’t care what anypony else thinks!”

“Buck yeah!”

“I’m horny as hell and I’m not going take it anymore!”

“You go girl!”

“I’m horny as hell and I’m not going take it anymore!”

“Hallelujah!”

“I’m horny as hell and I’m not going take it anymore!”

“Preach it from the mountain top!”

“Get on your bucking knees!”

“Wait, what?”

Octavia blanched as Vinyl seemed to hesitate.

“Oh, um…I’m sorry. I was just going along with it. I-I though that’s what you wanted.”

“Well, I mean, geez Tavi, I know we’re friends and all, but…”

“Oh come on, Vinyl.”

The DJ smirked.

“Now who’s the one whining?”

“Well, if it means anything to you, you’re one of the few ponies that I’ve ever told this about. I trust you. You’re special to me.”

Vinyl rolled her eyes.

“Yeah, yeah, I get it. You better be thankful you’re cute, Octy.”

The DJ cautiously approached and gripped the length of the cellist’s member, its size as daunting as it was enticing.

“It’s as big as my arm,” Vinyl said chucking, comparing the two side by side.

Octavia smiled, the feeling of nervousness slowly replaced with a faint sense of mirth at the situation; her best friend below her and she with a raging hard-on.

“Be gentle,” she huffed as Vinyl began to tug on her sheath, playing with it as rubbed the head.

Octavia felt her body shiver, her heart pumping; tingles running up and down her spine. She breathed harder, her heavy breasts heaving as her roommate grasped her gargantuan girth.

Deep moans escaped from her lips; a bead of sweat rolling down her cheeks. Octavia felt so dirty, like this was breaking all of the rules and felt repulsed, but at the same time, she felt liberated, like a great burden had been thrown off her shoulders. She actually felt pleasure. True pleasure. The pleasure of being touched by another pony and sharing that intimacy that she had been denied all of her life. And for the first time, Octavia realized she was happy.

The cellist bit her lip, her voice a series of low groans.

“Vinyl, please, don’t stop. Oh, yes. Please, suck it.”

The DJ looked up at her friend, cheeks red and a glazed look in her eyes, lost in a drunken ecstasy. She had never seen her friend like this. Octavia had always been quiet, fussy, and reserved; like she always had something to hide. She did have something to hide – a burden she had carried all through her life. A source of shame and guilt.

It dawned on her what a leap of faith this must have been for Tavi. To put aside everything she had ever been told about who she was and embrace her true self with the one pony she felt she trusted the most. It was really touching.

Vinyl felt something pull on her heartstrings; a mix of moving passion and lust. She wanted to make this special for Octavia; to give her a taste of something she had regularly enjoyed; to take her innocence.

Going to blow your mind, Tavi.

The DJ pulled her friend’s massive cock over her head and began to fondle her balls – those just as equally large and heavy. She massaged her sack, running her tongue over her testicles, knowing full well she’d never fit either in her mouth wholly.

Octavia gave a pleasured groan, her entire body shaking.

How have I never felt this before? Is this what I’ve been missing out on all this time?

She remembered how she used to listen to colts talking in high school; how they said it was the best thing in the world. She never understood what they were on about, how they would crave it. It was just sex, after all.

But it was so much more.

All the wasted years!

Octavia felt a sadness thinking of all the opportunities she had missed, all the advances she had passed. If only she had known. If only she had known.

“Suck it, Vinyl. Take my balls in your whore mouth.”

That wasn’t her. But it was her. The her that she always knew she was. The her that had always frightened her, that haunted her dreams. The her she had repressed, locked away, and tried to forget about. The her that even her parents tried to make go away. But this was her – the real her. The her that wanted to be free.

Vinyl moaned in approval, buzzing her lips on her sensitive sack. Octavia bit her lip so hard that she was afraid of drawing blood.

“Bucking hell, Vinyl, stop being such a tease!”

The DJ smirked in her cheeky way, running her tongue along the lower side of her erection.

“Don’t act you don’t love it.”

Octavia gripped the wall, breathless.

“Y-yes…”

“Good girl.”

Octavia felt her skin burning with lust, her cock aching in anticipation. She knew Vinyl was riding this pony for all it was worth. She was about to say something else before she felt it –the warm, wet sensation of her friend’s mouth wrapped around her head.

Pure bliss.

Perhaps too much bliss.

In a sudden fit of animalistic desire, she pressed Vinyl’s head down on her cock, making her take the entire length in one go. She could hear her friend gagging, but she didn’t care anymore. No more waiting, no more teasing. She was going to have this now.

The DJ was caught off guard by Octavia’s reckless abandon, but couldn’t stop, even if she wanted to. There was something hypnotic about it – the smell, the taste, the feeling of helplessness as she struggled to breathe.

Powerlessness. She had rarely felt that in her life; now she was entirely at her friend’s mercy, unable to escape or resist, and it turned her on like nothing she had ever felt before. Her slit burned with anticipation, her panties quickly soaking themselves through.

Vinyl almost felt she was on the precipice of orgasm before noticed a shift as Octavia became more frantic, her moans becoming short and shrill.

“Oh buck!”

Octavia thrusted her hips, violent spasms rocking her body as she came, the force of her ejaculation shooting Vinyl across the room and knocking her into the front door.

The cellist hardly had time to bask in the afterglow before she realized what had happened.

“Vinyl!” She ran over to her friend lying there, eyes staring blankly, face covered in cum. “Speak to me!

Her friend gargled, but nothing else.

“Buck! What have I done! She’s probably got a concussion! What should I do!?”

She pulled out her phone and began to search the internet for how to treat a concussion when she noticed the time.

6:45

Octavia immediately looked to the kitchen clock which read a quarter to eight.

“Oh, yeah…daylight’s saving. I forgot about that.”

She went back to the search screen before she stopped and jumped into the air.

“It’s daylight savings! That means I’m not going to be late for class! Oh huzzah! I still even have time to get ready. This is great! Vinyl, did you realize…oh.”

Vinyl’s eye twitched, her leg convulsing.

“I should call 9-1-1! But, on the other hand, I really want first chair cello...”

~

Octavia stepped out of the kitchen, fully dressed, her hair down.

“Okay, Vinyl, I left you some crumpets on the counter should you want them. Is there anything else you need before I pop out?”

She looked over her friend laying near the door, legs propped up on pillows, still coated in cum.

“I know, I know, it’s uncomfortable, but I think you need to keep your legs elevated…or something. Now don’t you worry, I’m sure everything is going to be just fine.”

She glanced at the clock.

“Oh, but would you look at the time. I’m sorry to leave you like this. I promise I’ll make it up to you – somehow.”

With that, Octavia beat a hasty exit out the front door, racing down the dorm stairs and emerging into the cool, fall morning air.

She breathed deeply – the sun was just rising. In many ways, it was a new day. No longer would she be a passenger in life; those days were done. From now on, things would be different. They had to be different.

This was a new her – the real her. And she was determined to let herself loose on the world, regardless of the consequences.

As she trekked through the dew that lay thick upon the grass and the sun casted its brilliant light over her, she felt herself born again.

She was Octavia Melody.

But Classes Are Harder

Canterlot University was huge – massive, in fact. Its high, brick-faced buildings and towering columns coated in ivy gave it an aura of splendor and majesty, to say nothing of its standing as the premier school of the Equestrian State. And while the University was regal in appearance, Octavia didn’t find it the least intimidating. There was something about it that gave her an almost inviting sense of home-like familiarity; as if she belonged there.

Walking down the central promenade, Octavia felt engulfed in the sea of ponies passing all around her. She had never had a love for crowds, but for some reasons, it was strangely relieving to be able to blend in with the masses.

I’m just like any pony else.

Her mother’s words still rang in her ears and a pain welled in her heart. No, she wasn’t like any pony else and she felt it acutely.

Octavia cursed herself for not investing in fall skirts, though it hardly mattered. It was freezing out and between the cold weather and the incessant chafe of her pants seam against her bulge, which she had hid the best she could be aligning it with her leg, she could hardly think of much else. However, to be safe, she decided to wear an extra loose t-shirt – one that extended all the way to her knees – just in case.

Yet, for all that, Octavia felt confident. Sure, Vinyl was probably still unconscious and the bathroom would have to be sanitized and the clocks would need to be wound back, but besides all that, things were going well! The sun was out, the day was warming, and the crisp smell of autumn wafted on the air.

But she was still horny.

Octavia groaned inwardly, feeling the monstrosity’s will to be free as she passed by throngs of mares in high-cut tops and short shorts.

Bucking sluts.

The cellist mentally kicked herself. Where did that come from? She had never used to think such obscene thoughts before, let alone indulge them. What was happening to her? It was as if this Octavia was becoming more forward – aggressive even. It didn’t feel right. It didn’t feel like her.

Maybe I’m going insane.

But if she was going insane, it was the most pleasurable sort. All she wanted was to rut – to sate that primal longing deep in her loins. She had been a lonely wanderer in a proverbial desert of celibacy, but once she had wetted her lips from the well of carnal desires, she wanted to drink the well dry; to dive deep into the depths of degradation until she drowned in a deluge of pussy.

Octavia felt her shoulders tense and her body shudder as a pair of midriff bare joggers passed her by, her cock straining in her pants.

The cellist sighed, shaking her head before walking down the leaf-strewn path to the other side of the campus.

~

Dr. Honeyfeather’s class was located in room 11 B on the second story of Harmony Hall. It was an old building, with tall rooms and large windows to control the heat in an age before air conditioning. This had the effect of making it pleasant in the hottest days of fall and insufferably cold in winter.

Octavia shivered as she sat in her seat – third from the back on the right second aisle. The rest of the class had already arrived and yet their teacher was strangely absent.

She’s not usually known for being tardy.

Several moments passed and the idea of leaving was floated around in hushed murmurs until the class door violently flew open and the class stood to attention.

“Sit down!”

The class didn’t hesitate to obey as a giant, hulking mass of sinew and muscles straining under a button down shirt bounded into the room, slamming its briefcase on the podium.

“Iron Will is the name, substituting is my game! Your professor is out on a leave of absence of ‘find herself’, so Iron Will has been asked to come and TEACH YOU A LESSON!...in English.”

Octavia blinked in bewilderment at the unusual figure standing before the class. He was a beast – unnaturally tall and well-built, with shoulders that were broad and strong and a voice that was something akin to thunder; violently shaking the timbers of the floor whenever he spoke.

“But before we begin, let Iron Will lay out some rules for you. Iron will has many but his most important rule is this: if you do not know your grammar, you get the hammer! I will not tolerate, I repeat, will not tolerate slang, colloquial sayings, wrong syntax, or contractions. THAT IS NOT PROPER ENGLISH! Besides that, I want you to remember: it is about having fun! Shakespeare should shake you! Wilde should make you go wild! And Balzac should…well, that’s not important, what is important is this: follow my instruction and I promise you, English is going to KNOCK YOUR SOCKS OFF!”

A hand raised itself from the crowd.

“YES!”

“Sir, isn’t ‘knock your socks off’ a colloquial saying?”

The teacher’s eyes turned dark red and a deathly hush settled over the class.

“Could you please repeat that for me?”

“I, uh…well…”

“Could you please repeat that!?”

The stallion’s voice was just a whisper now.

“Isn’t...‘knock your socks off’…a colloquial…saying?”

The professor closed his eyes, straightening his tie as he took a deep breath.

“Yes, you are correct,” he replied coolly. “That was my mistake. And kudos to you! Never be afraid to stand up and say something, especially when you know you’re right!”

“You used a contraction…”

Without hesitation, the professor pulled his desk up by the screws that bolted it to the floor and threw it out the window.

“DO AS I SAY, NOT AS I DOOOOO! Now open your text books to page 45!”

The entire classroom silently obeyed. Octavia felt her hand trembling as she turned the pages in her book.

Please, by harmony, don’t let this be for the rest of the semester.

Octavia listened in a state of anxiety as the lecture began which gradually faded over time. Besides their professsor’s violent outburst and grating voice, he was a rather boring educator on the whole.

The cellist tried in earnest to concentrate, but it didn’t do any good. She wasn’t there at all. Between writhing in her chair and scratching her pencil back and forth on her notebook trying to distract herself, she found there was no solace in her unhappy state.

Worse still, it was coming back – the fire.

The sweat began to gather on her palms; she could hear her heart beating in her ears. For a moment, Octavia considered retreating to the bathroom to relieve herself so she could make it through the class, but remembered how she had left her own bathroom not an hour earlier and thought such a move unwise.

So the minutes ticked by painfully, insufferably, unbearably slow. Octavia felt her mind drifting. She imagined what Vinyl must be doing – whether she was still laying there or not – and felt a pang of guilt, having left her there. She would have to make that up to her later.

Then she remembered the sensation of Vinyl’s tongue on her shaft.

Buck that felt good.

Octavia traced her hand down her stomach and was about to run her hand down the length of her pants before she felt a nudge. She opened her eyes and realized the everyone’s eyes were trained on her.

The cellist searched the room in nervous confusion trying to understand what was happening before a single voice rang out:

“That mare has a cock!”

A chorus of laughter followed.

Octavia looked down and found to her horror that her member was standing fully erect – plain and open for all to see.

The professor turned and looked in her direction, though his face expressed more a feeling of annoyance than of shock or disdain.

“Miss…”

He glanced down at a seating chart.

“…Melody. Iron Will is going to have to ask you to leave.”

“Mr. Will, please I can explain!”

“There is nothing to explain! You are a distraction to the rest of the class. Leave!”

Octavia felt the darkness all around her. She was sinking. There was nothing but a black pit and the light of her former enthusiasm seemed to be fading away into the depths of her despair. Walking up to the front of the class, she suddenly recalled that memory of the locker room all those many years ago. It was all the same. Same circumstances. Same laughter. Same embarrassment.

It was all the same.

That was when Octavia felt something inside her – a rage building, like something she had never felt before. Uncontrollable, uncontainable unimaginable indignation.

Octavia slammed her learning materials on the floor.

“No! I will not leave!”

“You are way out of line!”

“I’m not finished! All my life I’ve been bullied and pushed around by creatures like you! Made to feel like I am the problem! That I am the one who needs to change! Well let me tell you something, I’m not going to take it from you or anypony else for that matter! I am Octavia Philharmonica Melody! And I am perfect just the way I am! Cock and all!”

That was when Octavia felt herself being lead to the door – a firm hand around hers shoulder.

“Oh no you don’t!”

Octavia, with a power she never knew she possessed, counter-gripped the professor, slamming him into the board. She twisted his arm, which met with a resounding cry of pain.

Flushed with a sense of dominance, Octavia took her hand and landed several blows upon his rear.

“You don’t…treat…ponies…this way!”

Her hand cracked against his hind, a pathetic yelp accompanying every strike.

“A little discipline never hurt anypony! How do you like it!?”

“I-I love it.”

Octavia felt a lightning bolt of horror race down her spine as she realized what had happened. She looked down at the once indomitable figure of her substitute professor only to see a simpering, subdued mess beneath her grip – eyes glazed over and lower lip trembling.

Sweet Pony Jesus, he’s…he’s enjoying it!

The cellist thought at once to stop – to let him go – but she wouldn’t. How could she? It was too good of an opportunity to ever let go. For once in her life to be in complete control – to have total dominance.

Octavia felt her cock twinge, a sick delight creeping over her as her lips curled into a wicked smile.

“Yeah…yeah! You love mare cock don’t you?”

She twisted his arm harder.

“Don’t you!?”

“Y-yes.”

Octavia felt her entire body shake, an impish impulse seizing her implicitly.

“Beg for it!”

“P-please can I…”

“I can’t hear you! Say it loud enough for the whole class to hear!”

“Please can I have-”

“Have what!?”

“Please can I have your mare cock!?”

Octavia pushed her sub professor into the wall, tracing her hand down his muscled chest, and leaning close to his ear.

“Yes, yes you may.”

She purred as she reach around and unfastened his belt and buttons, running her free hand over his perfectly sculpted abs.

Damn, he is ripped!

It amused Octavia to think that such a powerfully built individual would so willingly submit and enjoy it too!

The cellist let his pants fall to the floor, totally oblivious to the myriad of phones capturing every moment of their lewd liaison. It wouldn’t have mattered anyway. Octavia wasn’t there anymore. It was just desire. Pure desire.

He had such a perfectly rounded ass – sculpted like that of Adonis himself. Octavia couldn’t help but admire its smooth curvature, its exquisite perfection.

She landed one firm strike on it, making the professor howl with pain, a red mark soon following.

Nothing in life has any right being perfect.

Octavia reveled in the sinful Schadenfreude of her own sexual sadism, rubbing her firm phallus against his formidable figure.

So this is what it feels like.

She began prodding at his entrance – that well-crafted piece of tautness, a pathetic whimper ushering from the professor’s quivering lips:

“Please, there’s some…”

“Louder!”

Another blow, followed by a pained cry.

“There’s lube in my bag!”

Octavia smiled as she retrieved it from the counter and opened it up to find a bottle of coconut scented male lubricant next to a pornographic magazine with gay colts on the cover.

The cellist rolled her eyes.

Why am I not surprised?

She uncapped the lube and poured it generously inside of him and on her cock, working it in as she fingered him. The bullish brute brayed, his well-proportioned manhood twitching with each prod.

“Say my name.”

“Octavia…”

Slap!

“What!?”

“Octavia!”

Slap!

“What!?”

“Octavia Melody!”

“Good boy…”

Octavia couldn’t resist any longer. She wanted it and she would have it.

The cellist pressed her cock inside the narrow confines of the sub’s pert entrance, stretching it as he grunted with pleasure.

So bucking tight!

Octavia struggled, having to almost fight until she had finally driven the entire length of her massive marehood inside him.

She marveled at the sensation as his muscles tightened around her, coaxing her member. He worked his ass like a hand, with almost athletic precision, clenching her sheath and riding her hard, throwing himself back to meet her with every thrust.

It was like nothing Octavia had ever experienced. She felt her entire body shaking – involuntary convulsions as she threw herself mercilessly, relentlessly into him, unable and unwilling to stop.

“Yeah, you like getting ravaged by mare cock, don’t you?”

The professor grunted his approval, heavy beads of sweat racing down his muscled body.

Octavia soon became lost in her drunken debauch of debased depravity, shouting a spate of shameful slanders and scorn on her sub; each insult intensifying her innate infatuation, until she could longer bear the bestial burden of her own bare body.

The feeling was agonizing, yet relieving at the same time. Octavia felt the warm sensation as her cock twitched – the pure bliss as she relieved her load in her professor, panting in palliative pleasure.

That was when she felt a hand on her shoulder and a chill run down her spine as words too stern for a student filled her ears:

“I need to see you in my office.”

~

Tick. Tick. Tick.

The tick of the wall clock was incessant. It seemed to hammer out the seconds like small eternities, accenting each maddening moment of waiting.

This is what it must be like before one faces a firing squad.

She looked up at the clock to see it was indeed the right time – to the second.

At least they remembered to turn the clock back.

Octavia clenched her moist palms in excruciating silence, glancing over the spacious and modern office in which she sat, noting the strange absence of anything of a personal or sentimental nature. Just a bookshelf, a desk, and some abstract modern art on the walls.

It reminded Octavia of a doctor’s office – sterile and cold – with just enough to give it the vaguest sense of familiarity, but not enough to actually make it feel inviting.

Besides its spartan interior, there was one other notable feature – a giant window that spanned the length of the room where a wall should have been. From its position atop the Administrative Building, it gave the office a dominating view of the entire campus.

The wait seemed to drag on for what seemed like hours before the door finally opened behind her.

“Octavia Melody?”

The cellist immediately stood to her feet as a tall mare with brilliant, almost translucent hair, entered the room.

“That’s quite alright, no need to get up on my behalf,” she said, her voice relaxed and oddly calm. “Care for a doughnut? I just picked some up on the way. I know it’s cheating on my diet, but…I won’t tell anyone if you won’t.”

She gave Octavia a wink and offered her the box filled with a dozen or so pastries. The cellist reluctantly took one – a keen ache on her sweet-tooth – as the seemingly ethereal figure sat at the desk in front of her.

“So introductions first! I am Dean Celestia, if you didn’t already know. I wanted to have a chat with you Ms. Melody to see if we couldn’t clear up a few things. But before we get started with all that, how have you been finding your time at Canterlot University? Well, I hope.”

Octavia nodded, gripping her chair, not expecting such pleasantries.

“Yes, so far.”

“And your grades?”

“Well I think.”

“I was looking over your record,” she said, glancing at a folder on her desk. “Dean’s List – twice now. That’s quite impressive! You should feel proud of yourself.”

“Well, it’s nothing, really.”

“It takes a lot of dedication and effort. You’ve proven to be quite studious. Full-time classes and extracurriculars. How do you ever find the time for any fun?”

“I-I guess I manage when I can.”

The mare chuckled.

“I can see that. Business and pleasure are great together, though in my experience, I find it easier in the long run to keep the two separate. What do you want to do once you graduate?”

“Well…I had hoped that I might pursue first-chair cello at the Royal Equestrian Orchestra.”

“The Royal Orchestra – that’s quite ambitious! I’m sure you have enough dedication and skill to reach it. I believe in you.”

Octavia nodded, feeling more relaxed now with the mare’s out-going and convivial nature.

“It’s always been my dream.”

“And an admirable dream it is too. Always try to shoot for the stars – that’s what my mother told me. Worst you could do is hit the moon. But before we go any further, I’m really interested to know what happened in there. It seems I walked in right at the climax of all that excitement.”

Octavia stretched her collar.

“That’s one way of putting it.”

“Care to explain the situation? How did you end up that way?”

“Well, it didn’t start like that, I swear! I was…I was daydreaming.”

“Daydreaming?”

“Yes, I got to thinking about things, and well, I got a bit…turned on.”

“I see.”

“Well, I didn’t realize what had happened until it was too late and then I…well, the entire class saw me.”

“What happened then?”

“I was asked to leave. The professor said I was being a distraction. I was just about to go, but then I got upset. I just lost control and…oh please, Dean Celestia, you have to believe me, I didn’t mean to do any of that. Something has been so completely wrong today! I woke up this morning and took my meds like I usually do and…it’s just been a mess!”

“Of course, I believe you.”

“Y-you do?”

“Sure I do. A straight A-student like you wouldn’t do something like that. There must be obviously something wrong. No prior offenses, no misdemeanors, or even a mark for tardiness! Seems like something strange. No doubt about it.”

Octavia felt a great weight fall from her chest.

“Oh thank you! Thank you! I was afraid nopony would believe me.”

“You’re in a bad situation, Ms. Melody, I’m not going to lie to you. But I’m going to try my best to help you and hopefully make sure you reach that dream of yours, but first I have to ask you, do you trust me?”

Octavia hesitated, unsure of what she meant.

“I don’t understand.”

“Do you trust me to help you get out of this?”

Her voice was reassuring – matronly, even.

“Y-yes. I trust you.”

“Good.”

The Dean buzzed the intercom on her desk.

“Secretary Luna, could you strike all my appointments for the next hour. I’ll be indisposed.”

“Very good, ma’am,” came the staticky reply.

The Dean casted her gaze upon her, a smirk sneaking over her lips.

“Show me it.”

Octavia tensed, a hollow feeling gnawing at her insides.

“I beg your pardon?”

“Show me it.”

“I’m not really sure what you-”

“Show me it.”

There was an ire in her voice now – one stern as iron. There was no mistaking what she meant. Octavia felt a cold sweat building on her brow, a terror filling her heart.

“Dean Celestia, this…this is illegal!”

“Oh? Is it? So we’re going by the letter of the law. I can play that game too. You know what else is illegal? Public indecency on an institute of higher education – not to mention sodomizing a professor. Shall I go further?”

The façade had fallen; the gentle demeanor had been replaced with a hard, maligned malice.

It was then the gravity of the situation hit the young cellist, and how utterly trapped she was– powerless – like a fly caught in a web.

“No, please, I…”

“Show me it.”

The voice was quiet now – it wouldn’t ask again.

Octavia silently acquiesced and hesitantly pulled down her pants, drawing her panties down as she did so, shuffling them off until she was naked from the waist down.

“My, my, what an impressive specimen.”

The cellist felt her cheeks redden.

“Shame is a luxury you can ill-afford my dear,” she said, tracing her soft hand on her cheek. “You certainly didn’t have any shame when you ravaged your sub in front of your class. Quite impressive, all in all. The doctors don’t think he’ll ever be able to walk straight again.”

It was like every social anxiety nightmare Octavia had ever imagined and then some. She was well beyond the point of embarrassment. She was absolutely mortified.

The Dean sat on her desk – her blousy skirt exposing her strong, slender legs – and motioned for Octavia to approach.

She did so. She didn’t have a choice. Whatever it was she wanted, the cellist prayed, she would get it over with quickly.

“Give me your hand.”

The cellist hesitated.

“Don’t worry, I don’t bite…much.”

There was something perverse satisfaction in the way she toyed with her, making her obey her commands unquestioningly.

Octavia gave her hand only to feel it guided and then laid against the exposed part of the Dean’s breasts.

“Mmm, not what you were expecting was it? Go on, feel them.”

Octavia gently groped her soft tits, their forms oddly firm to her grasp. The Dean sighed, a gentle moan escaping her lips, as she traced her hand along Octavia’s stiffening cock.

“My, my already hard again! If you weren’t a mare I’d mistake you for quite the stud. You’re already wanting to go at it again, aren’t you?”

Octavia blanched. She felt like an insect under the magnifying glass – unable to do anything but writhe and squirm.

But how she enjoyed it.

Every sultry word, every terse command, every gesture of dominance – it turned her on in ways she never thought possible.

Octavia began instinctively to pump her hips, the Dean obliging her, stroking her shaft.

“Please…don’t stop,” the cellist huffed, precum already leaking from her tip.

“Why would I do that when you seem like you enjoy it so much?”

Octavia shuddered, her nipples aching. She could feel another climax approaching before the Dean abruptly let go of her cock and sat on the desk.

“You have a way to save yourself, Ms. Melody. Aren’t you going to ask how?”

Octavia could barely think straight as she ambled through the fog of her denied release.

“How ma’am?”

“Do you know what it takes to run an institution as old and prestigious as Canterlot University?”

“I wouldn’t have the slightest.”

The Dean slammed her hand down on the desk, causing Octavia to start.

“Discipline and Obedience!”

The power in her voice was something truly to behold; as terrifying as it was refined. The Dean took a deep breath to gather herself, her sudden distemper subsiding into a controlled composure.

“I would have thought,” she continued, her voice now calmly cadenced. “That someone from a family as prestigious as yours would understand that.”

“I don’t follow.”

“A sorority on campus. They are proving to be a nuisance. It’s not good for the University’s image. I need to bring them in line and I want you to help me do it.”

Octavia narrowed her eyes.

“I’m sorry, is this some sort of joke? I’m afraid I find this too silly. Are you seriously blackmailing me to take down a campus sorority?”

“…in so many words.”

“And if I refuse?”

She laughed.

“Then I will have to launch a formal inquiry into the classroom affair and turn the matter over to the police.”

The Dean threw her a knowing smile.

“But I know it won’t have to come to that, will it?”

“So what, you want me to vandalize the property?”

The Dean shook her head.

“No, nothing like that. A sorority is not just the house or its charter – it’s the members. And these members are particularly troublesome. They’ve rallied around the sorority leader, who is proving to be a pain in my flank. She’s been pushing ideas and causing noise and I simply can’t allow her to undermine the integrity of this administration by bringing the scourge of social upheaval on my campus.”

“What are you proposing then?”

“A scandal. Something so sordid and seedy it will bring down the whole sorority. That’s where you come in. Use your imagination Octavia, sow as much confusion as you can using that instrument of yours, and I don't mean your cello. How you do it I leave up to you, but once you have infiltrated the sorority, it is imperative that you are caught in a liaison with the leader. Once we have evidence of these exploits, the University will handle it from there.”

“Failure is not an option, I’m guessing.”

“Failure will mean a formal inquiry and a contacting of your parents, but if you play along and give me good results, I think I can make it worth your while.”

Octavia raised an eyebrow, not sure anymore what to expect.

“Go on…”

“Well, I think I might be able to have a word with the head of Royal Orchestra to see if a first chair cello position couldn’t become available in the near future.”

The cellist was stunned.

“I-I don’t believe you.”

“Octavia, darling, when you are the head of a University like this, you’d be amazed at the strings that you can pull to get things done.”

Octavia could feel her head spinning.

“I’m sorry…this is all too much. You’ll forgive me if I find all of this far-fetched.”

“Not far-fetched at all. As I said, a position like this has its perks.”

Octavia blinked.

“So what guarantee do I have you will uphold the bargain when all of this is done?”

“Why Octavia, you have the best assurance in the world – my word of honor.”

“That was what I was afraid of.”

“I’ll do you one better. If you agree to help me, I’ll make all knowledge of today’s incident disappear.”

Octavia looked at her incredulously.

“How?”

“I’ll have a word with the head of the Equestrian Intelligence Service. I think a good memory expunging might be in order.”

“And your proof?”

“Oh don’t you worry, I always keep a copy for myself.”

Octavia sighed.

“Alright then, so what about this sorority? Can you tell me anything about them?”

“Now you’re asking the right questions! Luckily for you, I’ve compiled a dossier, so you won’t have to scout out the members yourself. Here are their profiles.”

The Dean opened a door in her desk and retrieved a manila folder and handed it to her.

“You’ll find all you need in there.”

Octavia opened the folder marked ‘Omega Chi Iota’ and felt a sudden faintness before the folder fell from her fingers.

The Dean frowned.

“Octavia? What’s the matter? Are you alright?”

“I will do it.”

The Dean raised an eyebrow.

“What has brought on this sudden eagerness?”

Octavia turned to her and looked her dead in the eyes.

“I said: ‘I will do it’.”

The Dean’s serenity never faltered, though Octavia could sense just the slightest hint of surprise glistening in those devious eyes of hers.

“I’m glad to hear it,” she said at last. “You will find I am a knowledgeable confidant, Octavia, despite all things. If you ever need any help, I’m more than willing to offer you advice, though a word of warning: if I find out you’ve spoken to anypony about this – and I will find out – you can rest assured, it won’t end well for you. Am I clear?”

Octavia nodded.

“Transparently.”

“Good! Now that the unpleasantness is out of the way, would you care to join me for a cup of tea? I have a wonderful new herbal blend I’ve been wanting to try.”

“No thank you,” Octavia said, pulling up her pants. “I think I will be going. I have a lot of work ahead of me.”

“Nose to the grindstone – I know why you are a straight A student now. Very well. But remember Octavia: I expect results soon.”

The door was buzzed open for her and Octavia departed from the Dean’s office, wondering if any of what had just happened was real or the product of a stress induced nightmare.

It was a nightmare, but one she couldn’t wake up from. She had been caught up in this surreal scheme of intrigue and infiltration. Worse still, she would have to play her part, or face the terrible consequences.

But walking out of the Admin Building into the mid-morning light, she felt a new purpose – a new drive. She had often guessed at such abstractions before, but here it lay before it, as clear as the sun upon above her.

She would do as she was told. She would earn their trust. And she would have her way with the sorority head.

Octavia reveled in the feeling. The pure excitement pushing through her veins. A golden chance had been put before her. One that would give her what she most desired. It was more than freedom or musical chairs which she hoped to obtain – it was revenge.

For it was not just anypony who was head of the sorority. And as Octavia trekked on the path back to her apartment, it was the only thing she could think of:

Sunset bucking Shimmer!

In Love and War

The elation in Octavia’s steps was only offset by the sheer euphoria that was pumping in her veins. At once she felt as light as air; like she had been whisked into the clouds and was riding on the pure sensation of unencumbered bliss.

But as she walked along the brick-lined roads of the campus, a sinking realization began to set upon her that soon dissipated those feelings of sublime serenity.

I made a huge mistake and now I’m being black-mailed…

Like a bad hang-over after having too many at the pub, Octavia arose from her drooled stained blanket of dream-like contentment and awoke to the awful, acrid smell of her own debased actions.

That feeling of weightlessness was replaced by a feeling of light headedness, and the cellist did all in her power to stop herself as she unceremoniously wretched in a nearby trash can.

Oh sweet pony Jesus! What have I done!?

Octavia’s revelation dawned upon her in waves of growing despair. Through her thoughtless and reckless actions, she had made herself a pawn in a political game whose aim she could only guess at. Worse still, she had potentially thrown away her entire career in the process if she didn’t go along with what she had been asked to do.

If she refused, her name would be forever tarnished. She would be blacklisted from higher world of music. She’d probably have to get a part-time job playing on the street – or worse! – have turn tables for tricks at the club!

Octavia groaned; balling her fists and punching into the dirt.

“This is all your fault!” she protested to her now unresponsive member. “If you hadn’t been so insistent on rutting everything, Mr. Will would still be able to walk, the bathroom would still be clean, and Vinyl would still be conscious!”

Just keep it together girl. Just keep it together.

The cellist took a deep inhale through her nostrils and tried to clear her mind, recalling all of those impromptu yoga tips she had learned through Saturday morning infomercials.

“The key to serenity to living in the present; all else is an illusion. The past only exists in your mind. Or something.”

Octavia mentally kicked herself. It wasn’t fair, it wasn’t fair at all. She wanted to sit there and cry, but then she remembered the locker room and the sting of laughter as she ran out the door and the pain of that experience. Octavia felt a fresh wave of anger dispel her despair and decided with definite determination to dog what she had always desired.

Revenge.

Now was not the time for tears or to feel sorry for oneself. Now was the time for action. Feeling a new sense of strength, Octavia stood up, the morning sun high above her, coating her black hair in its golden rays.

She had been reborn. She was not the old Octavia anymore – this was a new creature. Her destiny was finally in her hands and she was going to hold it as long as she would able. And while she couldn’t change the past this day belonged to her.

“Watch out Sunset, Octavia bucking Melody is coming for you.”

~

Canterlot University was your typical University in many ways, with its own storied legacy, peculiar traditions, and of course, its many, many clubs. There was a club for just about everything imaginable, but there was only one that Octavia was most interested in.

Looking over the dossier, Octavia didn’t have any trouble finding it – the cheerleading squad.

Of course that’s where she’d be.

Octavia sighed as she looked down at her slightly flabby figure. She could have joined the squad too if she had really tried…the year before. And even then, making time for the cheerleading squad and music?

The cellist shook her head, leaning against the tree she was sitting beneath.

“There must be some other way to get into this sorority…”

Octavia pondered, thinking how she could find a member to invite her, before she was catapulted from her thoughts by a familiar voice.

“Octavia Melody, as I live and breathe.”

“Oh jeez,” Octavia breathed under her breath. “Hi Zephyr.”

The tall stallion with the flowing mane approached her, wearing his usual sports jersey.

“I don’t suppose one of the most beautiful mares in the whole wide world would care for my company on this fabulous day?”

Octavia rolled her eyes.

“Zephyr Breeze, just because I know your sister in the choir doesn’t mean you get to talk to me that way. Besides, isn’t your bed already populated with enough mares?”

He threw his usual sleazy smile.

“I always have a place of honor for the best cellist in the world. When you play those strings – mmm mmm MMM! – I swear my heart just wants to burst!

“Well, don’t have an aneurysm there, lover boy.”

“Oh how cruel the lady is! So unkind for want of my attention.”

Octavia gave a muted sigh.

“So how has football practice been going?”

“Well, I’m the star player, don’t you know?”

“Is that right?”

“Yep, at the last game I ran all fifty yards and scored a touchdown…only to find out I had gone to the wrong goal post. Coach didn’t correct me though; said it was a useful lesson about the importance of recognizing visual cues.”

Octavia repressed a laugh.

“Didn’t hear me complaining much though. Got to sit the rest of the game on the benches close to the cheerleaders, talking to one very sweet Missus Raspberry Filling and I got to tell you-”

“Wait, you are friends with the cheerleaders?”

“Well, ‘friends’ might be stretching it, but we’re certainly close.”

“Do…do you know Sunset Shimmer?”

“Oh yeah, Sunny. Sweet as a peach. Why do you ask?”

“Well, I uh…I knew her in High School. I heard she was on the cheerleading squad and I wanted to talk to her again.”

Zephyr sucked his teeth.

“That might be a little hard, Tavi. See, Sunny is kinda funny about the people she associates with; likes to keep it real exclusive, know what I mean? Yours truly excluded, of course.”

“But you know her?”

The stallion puckered his lips and looked up, as if he were debating the question in his mind.

“I mean, sure, you could say that.”

Octavia stared at him unfazed.

“Alright, alright, she and I were dating on and off for a bit. Going through a bit of a rough patch right now. Why are you so interested in her right now anyway?”

“No reason – look, Zephyr, I’ve changed my mind, how would you like to be my coltfriend?”

He blinked.

“I’m sorry,” he said, rubbing his ear. “My hearing must be going bad. Can you repeat that?”

“You heard me correctly. I want us to be an item.”

The stallion looked at her, a bewildered look over his face.

“My my!” the cellist exclaimed mirthfully. “I never thought I would see the day I would catch Zephyr Breeze at a loss for words. What’s wrong Zeph; don’t think you could handle me?”

“No, it’s not that. It’s just that…this is all just so sudden! If I didn’t know any better, I’d say there was another reason behind this sudden forwardness.”

“Let’s just say, I’ve been pushing things in my life in a new direction lately. I wanted to try to be more forward and stop living life on the sidelines. After all, I’ve always found you a very handsome and attractive colt.”

The stallion’s cheeks blazed a deep red.

“Actually…” Octavia looked over her shoulder before moving close to Zephyr and lowering her gaze, biting her lip slowly. “I’d love to go someplace private so we could discuss things more…intimately.”

Zephyr could feel the hair on his neck begin to stand up.

“Now Octavia Melody you disappoint me,” he replied, likewise looking over his shoulder. “I thought you had a higher opinion of my moral character. Quite frankly, I am shocked! Just beside myself, I tell ya.”

Seeing the area was clear her turned to her, his voice equally low and husky.

“Your place or mine?”

“Your place,” Octavia said, running her fingers under his stubbly chin. “I intend to spend a lot of time there, after all.”

Zephyr’s Adam’s apple bobbed in his throat as he took a hard swallow.

“Keep talking that way and who knows what might happen.”

“I think I’ve got a fairly good idea.” Octavia pulled away and straightened her hair a bit, batting her eyes. “You ready to go or what?”

Zephyr nearly tripped over himself as he stammered; flustered and totally enamored as he led the way back to his place. Octavia just giggled, seeing how easily Zephyr was turned on.

Poor boy. Well, no use breaking his heart just yet; even a dog needs a bone thrown its way every now and again.

~

Octavia didn’t have any high hopes for what sort of squalid cave Zephyr chose to live in, but was pleasantly surprised as Zephyr opened the gate of an orderly and well-kept front yard.

It was a small town home in a suburb less than a mile from campus; a cozy little bungalow in a quiet neighborhood where tall trees lined the streets next to opulent masionettes.

“Is this…is this where you stay, Zephyr?” Octavia asked, more than a little astonished.

“Well, I rent out a room. Nothing too fancy, you know,” he said, as he l her up a back staircase to a second-floor patio. “The landlady lets me stay on a letter of recommendation I got from the folks down at the VAO – that’s the Veteran’s’ Affairs Office for you civvies – one of the many benefits of serving with the boys in gold.”

“You served in the Army?”

“Well, a Reserve Guard Unit based here in Canterlot. Not acting like a hero or nothing. That was a bit ago.”

“Are you not active?”

“Not anymore. And the reason well... it was a dislocated toe from slipping on an unmarked water spill but it was enough for an honorable discharge.”

Octavia shook her head, more than a little convinced there were other motives for mustering him out so speedily.

“But hey, they’re paying for my schooling, so old Zeph ain’t complaining,” he said, taking out his keys and unlocking the sliding glass door. “Don’t mind the mess, wasn’t expecting company.”

Octavia walked in to see a rather disheveled bedroom, but not the one she was expecting. All around the room lay open text books and other reference materials strewn haphazardly on the floor, all marked with scores of different colored sticky notes. In the corner, a library shelf filled to the brim sat next to a desk under a window.

In the middle of this confusion was a well-kept bed – with meticulously pressed and folded sheets, which seemed an odd contradiction to the state of the rest of the room.

“You never fail to surprise me, Zephyr Breeze,” Octavia said, running her finger along the crisp sheets.

“Oh that, well, I didn’t learn a whole lot in the Reserves, but Sarge sure drilled that one into me, at least. But please, make yourself at home. Mi casa es su casa. Gonna head down stairs and grab something to eat, you want anything?”

“A cup of tea, please,” the cellist replied absently struck by the repertoire of Zephyr’s works.

“One cup coming up,” he replied candidly and headed out the door.

Octavia looked over some of the paintings with intense fascination. Many were abstract, with jagged line accentuated by bold colors; some were simpler – a cottage in the woods, or waves crashing in a storm; yet, of all of them there was one figure that seemed to dominate many.

She was a young mare, not even in her late 20’s by her youthful candor. She had boyish cheeks, with thin lips, and brilliant tresses of multi-colored hair. In most of her depictions, she had a vibrant, out-going looks; wide smiles or bright eyes. There was one, however, that was different from the rest that especially caught Octavia’s attention.

It showed the mare in an unusually stilted position, looking very reserved, wearing the uniform of the Flying Corps – a “Wonderbolt” regiment pin on her collar.

The cellist stared at the painting for a long time until Zephyr returned.

“One cup of piping hot tea. Hope you like Earl Gray. Brought some cream and sugar too.”

“Who is this mare?” Octavia asked, pointing at the painting.

Zephyr seemed to tense up and looked apprehensive.

“Oh, her? She’s nobody.”

“Quite a lot of canvas you’ve devoted to this ‘nobody’.”

The stallion rubbed the back of his head.

“I knew her from back in the day. She is one of my sister’s friends. One of the best stunt pilots in Equestria; can handle a plane like no one’s business.”

“What do you see in her?”

“Is this a trick question?”

“I’m serious,” Octavia replied reassuringly. “You don’t have to worry about me Zeph. I won’t judge you.”

“You promise?”

“Promise.”

The stallion approached the canvas, looking thoughtfully at the eyes staring back him.

“Rainbow Dash…where do I even begin? She has a je ne said quoi I’ve never been able to peg. Maybe that’s why I’m so captivated by her. We grew up in the same neighborhood; perfect lawns, two stories, the whole nine yards. She and my sister would play together and I’d always tag along. Sis never seemed to mind but Rainbow…I could tell I peeved her a bit. That’s why when we go out, I…well, you see, I wanted to impress her, you know? Show her I wasn’t…”

“Worthless?”

He cringed and exhaled in a low sigh.

“As gentle as a cactus there, Tavi.”

“I’m sorry, I didn’t…” Octavia looked at the stallion, whose face seemed to cast a shadow of dejection. “Zephyr, you’re not worthless.”

Now Zephyr rolled his eyes.

“Let’s just cut to the chase, shall we? Ol’ Zeph wasn’t born yesterday, after all, so why don’t you tell me the real reason you wanted to come over, because I know it wasn’t my riveting personality.”

The cellist lowered her eyes.

“Am I that obvious?”

“Not necessarily,” Zephyr replied, handing her the tea cup. “But I’ve had my fair share of mares and I think I’ve learned a thing or two when she’s ‘too easy’.”

Octavia felt a wave of guilt and panic come over her all at once. Say something, her mind urged her, anything!

“I don’t think Sunset is good enough for you!”

There was a moment of terse silence between them. Octavia waited for him to reply, but was only met with a nonplussed expression that betrayed nothing of his thoughts.

“I don’t think Sunset is good enough for you,” she repeated. “Sunset…she’s not a good girl. You don’t know her the way I know her. And I can’t stand the idea of you being put on anymore. Your sister – I’ve talked to her after her chorus practice – she tells me all about you and I…”

Octavia struggled for words, her heart torn between her objective and her emotions, both of which seemed to swell up inside her in a tidal wave of guilt – both for herself and for Zephyr.

“Can’t you see what I’m trying to say? I…I love you!”

The words fell like an iron weight and echoed thunderously through the silence. Octavia was sure that her heart was going to burst it was beating so fast. It felt like she had just said something sinful. Something so horrible that even nature itself recoils at such blasphemy. She stood there, unable to move, expecting at any moment to be struck down with the hammer of just indignity but instead, felt the strong feeling of embrace around her shoulders.

Octavia held him back, gently swaying in his arms, which were surprisingly more muscular than she had first imagined, a few hot tears running down her cheeks as she too was caught up in the heat of the moment.

The cellist felt like a fraud, a cheat. Was she really any better than Sunset for doing this? Using another pony to get what she wanted? Could she really claim she was the better pony? And Zephyr – his insecurity so bad, even Octavia could feel it; always living in the shadow of others, never being able to have his day in the sun.

Octavia understood his own vulnerability – the same type of vulnerability she had so often felt – that moved something in her. Something she couldn’t quite place. She wondered if it was pity, or just sadness at his plight…or maybe something else.

Please don’t say it.

It wasn’t quite love – she knew that at least --but it certainly wasn’t repulsion either.

She ran her hands along his smooth locks, searching for the words until she mumbled: “You’re a good colt, Zephyr Breeze.”

“You…you think so?”

Octavia nodded and gave him a small smile as he wiped his eyes.

“Well shucks, Tavi, I don’t know what to say.”

“Me either.”

They both laughed – a type of laugh that felt like throwing a large weight off one’s shoulders – before looking at each other.

Octavia felt the pit in her stomach, that old writhing that she already felt twice that day. She felt herself drawn close – just inches away from Zephyr – before she bowed her head.

“I have to something to confess to you. I feel so selfish for this, but I have to tell you. I’m not your normal kind of mare.”

The stallion looked puzzled.

“Do you mean that more metaphorically, or…?”

“I mean…” the cellist bit her lip. “I don’t have the right anatomy.”

“So like what, you can’t have foals?”

“Well, partially, yes. Sort of. But it’s more than that!”

“I don’t follow.”

Octavia looked him in the eyes, an earnestness in her voice.

“I promised I wouldn’t judge you. Would you do the same for me?”

“I mean, of course, Tavi. I won’t judge you.”

She didn’t look away until Zephyr held his hand up in an exacerbated gesture.

“Yes, I promise. Cross my heart and hope to die – stick a cupcake in my eye.”

Knowing she wasn’t going to get anything better, Octavia decided to go ahead anyway.

“Okay, so…there’s no way of saying this in an easy way, so I’m just going to be blunt. I have a dick.”

Zephyr blinked before rubbing his ear.

“I swear it’s my hearing…”

“It isn’t.”

“You’re serious?”

“One hundred percent.”

“I uh...never realized,” Zephyr replied, at a loss for words.

“You’re not upset?”

“Well, upset is not quite the word I’d use to describe it.”

“Well that’s a relief at least.”

“So you’re a…colt?”

“No.”

“Oh, is that like one of these identity things where it’s like you call yourself a mare, but you’re really just a colt?”

“No, Zephyr, I’m a mare. I think like one, and act like one, and behave like one. Truthfully, I never wanted this – I never wanted any of this! To have to constantly struggle with this thing!”

She pointed down to her crotch.

“Do you know what it’s like going through life never knowing where you truly belong because of something you can’t control? Always having to meet other’s expectations, even though it doesn’t align with who you are?”

Zephyr looked away, dropping his eyes. Octavia’s heart sank.

“Oh…”

The cellist put her hand on Zephyr’s shoulder.

“Zeph, I’m sorry.”

“It’s alright, Tavi,” he mumbled. “Strange bedfellows and all that it seems. I don’t like feeling sorry for myself, but sometimes, just sometimes I wish that people saw more to me than just who I am on the outside, ya know? To see me as more than my family or who my sister is. And everything I try I fail. I can’t even hold a steady relationship. I’m a real loser, aren’t I Octavia?”

“You’re not a loser, Zephyr.”

“I sure do feel like one,” he replied. “And now I’ve let you down ‘cause…I just don’t know how I feel about it. You with a dick and all and …well, does this make me gay?”

“No Zephyr, not at all. This day has been something else. And here I am with you and I think there was a reason. I can’t exactly tell you why but, I feel fate puts certain ponies together when they are supposed to be. And here we are Zephyr – you and I. I don’t know if I’m what you want but maybe, if we tried, those feeling will come in time?”

There was conflict etched into his face; a grim tumult of thoughts that furrowed his brow and caused those lips to purse and bend.

“So,” he began slowly, patting his hands on his knees. “You say you don’t think Sunny is good enough for me, huh?”

“She won’t treat you like I would, Zeph, I can assure you of that.”

He nodded and turned his head towards her.

“Well, I’m always willing to try anything once.”

They both chuckled as Octavia took his hand in hers.

They stared at each other – worlds apart it seemed – an infinite distance. Octavia felt that rising feeling in her stomach; a flutter of breathless excitement, before she felt the stallion’s lips on hers.

He pulled away and looked at the cellist – cheeks reddened – as if looking for some sort of rebuke. When he couldn’t find any, he started again, only with more fervor. Octavia moaned approvingly, wrapping her arms around his neck as he leaned close on her, pressing her down on the bed.

Octavia trailed her petite hands along his chest. She could feel the ridges of his hard muscles as his tongue danced with hers.

Folding beds wasn’t the only thing he picked up in the Reserves it seems.

The cellist relaxed her body in his powerful grip, content to let him take charge. It seemed more natural this way; to let him lead her. She had already taken the initiative twice that day and both had ended disastrously.

Surely this couldn’t end badly?

Octavia lifted up her arms and pulled off her shirt as he trailed along her neck, planting kisses on her collarbone. A thrill of pleasure ran down her back as he endeared on her sweet spot, his free hand gently gripping her breast.

“Zephyr~”

His name escaped her lips in a low moan, that familiar sensation returning. Octavia could feel the monstrosity swelling in her pants, straining in its tight confines, as she felt her body tingle in anticipation.

Octavia reached down and began to undo the button on his shorts before Zephyr abruptly stopped.

“Uh, Tavi…I have a confession.”

She stopped, worried by the seriousness in his voice.

I swear to pony Jesus if it’s an STD…

“I’ve never been with a mare,” he mumbled.

Octavia blinked.

“Never?”

He shook his head.

“Not even with…?”

“No. Nopony.”

Octavia was at a loss for words. Whenever they had talked before, it always seemed like he was always seducing another mare. Was that a show too? She felt bad for Zephyr and wasn’t sure how she felt about his former pretenses, but gave him a reassuring smile nonetheless.

“So, you’re saying I’ll be your first?”

He nodded.

“That’s…Zeph, I’m touched.”

“What? Why?”

“That you feel comfortable sharing that with me.”

“Well, you’re the only mare who has ever seemed to care.”

“I do care.”

She ran her hand down his cheek.

“Just go slow,” she whispered. “I promise you’ll do fine. Here, let me do something for you.”

She reached her arm down and ran it along his crotch. Zephyr took a sharp inhale. Octavia could feel Zephyr’s hardness, even beneath his cargo shorts.

Octavia stood him up on his knees, purring as she worked him, the stallion biting his lip.

“Someone is sensitive, I see,” she teased, feeling his stallionhood pulse in her grip. “And eager, by the look of it.”

Zephyr’s cheeks turned red, but he didn’t protest. Octavia unzipped his shorts and pulled them down, seeing the clear outline of his hard-on under his boxers.

He was a decent size. Though Octavia thought anything was decent when compared to her gigantic cock.

“Someone is big,” she cooed.

“Good genes, I guess,” Zephyr huffed, smiling.

Octavia giggled, running her tongue along where she saw his tip. Zephyr moaned, arching his back.

So sensitive.

Octavia wanted to make this really special. Zephyr, after all, was the perfect access to Sunset’s inner circle. If she could have him around his finger, she’d be that much closer to her goal of revenge. More than that though, the cellist felt a certain fondness for him. What with those cute lips and colt-bun of his and those abs…

Octavia felt a tingle run down her spine, her own cock twitching. She turned to putty when she touched those taught muscles.

The cellist pulled down Zeph’s boxers and ran her tongue around his head, using one hand to squeeze her breast and stroke his shaft with the other. She closed her eyes, making sure to slurp as loudly as she could while she sucked on his cock.

Zephyr moaned, gripping the sheets on his bed with his hands. He felt like this wasn't real. That any moment he would wake up in his bed, covered in the residue of his own dreams, and start another day; but this was real, and it felt amazing.

"You're pretty good at this babe," he huffed, stroking her head.

She giggled, pressing a finger to his lips.

"Don't say anything. Just close your eyes…” she said, moving down and breathing hot in his ear. “And enjoy.”

She went to her knees once more and took the full length of his dick in her mouth, slowly bobbing her up and down along his whole shaft.

Zephyr felt hot - hotter than he ever had before. He was burning, in fact; like a flame desperately licking on the dark oil of his turmoil soul. His insides trembled.

The stallion let a low groan escape his lips, a tremor in his voice, as her name escaped her lips.

Octavia’s cock lurched in lustful anticipation. She had never even been intimate with a colt before – let along given a BJ – but just the sheer carnality of it made her hot beyond words.

The mare closed her eyes, moaning fitfully, pulling down her bra and letting one of her breasts hang free, coaxing it in her hand. She imagined herself in a shoot of one of those low-budget porno films that she had occasionally indulged her curiosity – cheap makeup and revealing clothes, surrounded by hunky ripped models with hard-ons. There was something so low-brow, so vulgar, so…intoxicating, about giving up control; throwing away those pretenses of modesty and virtue – to be an unashamed, unabashed whore.

This is what she wanted – what she always wanted - and now that she had a taste, she needed more.

Octavia slowed her movements until she had taken his entire shaft, gagging as she looked up at Zephyr with innocent eyes.

There was something that changed in his demeanor too. Octavia could see his awkwardness slipping away – that glared over look of disbelief now replaced by eyes that had a spark of mischief.

He placed his hand on the back of her head and forced her further. Octavia felt his grip firm on her head and knew the power by those well worked arms.

“Yeah, you like that, don’t you?” he grunted.

Octavia could only gasp out a reply as she tried, vainly, to take his entire shaft.

She pulled away – a trail of saliva stretching from her lips to his cock head – as she looked up at him.

“You’re so big Zeph,” she huffed, trying to catch her breath.

Zeyphr smirked, looking her over, before noticing her bulge.

“By the looks of it, you’re not too different yourself. Would do me a kindness and indulge my curiosity?”

Octavia felt a hot tinge on her cheeks as she nodded, biting her lower lip as she swayed her hips, taking long strides as she let him sample the goods.

Zephyr felt his heart pound in his chest. He felt like his skin was on fire as he saw the mare playfully strip in front of him. She took her time, teasingly pulling down her jogging pants before landing a firm hand on her rear and looking back at him.

“You like this, baby?”

He could feel his voice catch in his throat as he croaked out a feeble yes.

Now it was Octavia’s turn to smirk. She relished being an object of desire – to be lusted after. It gave her a rush that more intense than any she had ever felt while playing her cello and only came as close to the elation she had felt when she had experienced her first orgasm.

“Come and take it,” she cooed, inviting him with her hand.

Zephyr didn’t have to be asked twice.

The colt stood up and moved behind the cellist, placing his hand on top of hers as he nestled her shoulder, placing kisses along her neck.

Octavia let out a sharp breath, a tingle running down her spine, as she felt Zephyr’s cock rubbing against her.

Zephyr, ever indulgent, couldn’t help but let his other hand wander, and soon was coaxing the enormous mass he felt struggling inside the cellist’s sweatpants. He wasn’t sure if he was attracted to her colt parts, but he couldn’t help but be impressed by its size and weight.

“Jesus Pony Christ, Tavi,” he chuckled. “How big are you?”

“Why don’t you find out?”

She turned around so she faced him, letting him explore her body. He took his time feeling her, squeezing and coaxing her breasts, but it wasn’t long before his curiosity proved too much.

Zephyr pulled down her pants to reveal a massive cock, the likes of which he had never seen before.

He muttered a profanity, more out of sheer awe, than anything else.

Octavia rolled her eyes as Zephyr stood there, unable to stop staring, his mouth slightly agape.

“I take it that means you’re impressed.”

Zephyr gave a dry laugh.

“You uh…don’t want me to, you know…because I don’t know if I could take it.”

Now it was Octavia’s time to laugh.

“Trust me, you’re more flexible than you imagine,” she replied wryly, twirling one of his golden locks in her hand. “But no. I want to be treated like a mare Zephyr.”

He didn’t say a word, but slowly wrapped his hand around her waist as they both moved close to one another and began to kiss – slowly, softly at first – but then deeper and longer as they pressed their lips against the others.

Octavia could feel her body melt in Zephyr’s embrace. He was surprisingly good for someone who had never been with a mare, though Octavia realized her own lack of intimacy didn’t exactly make her the best judge of ability. Regardless, she felt something inside her, like the slow warmth of sipping morning tea that tempered her desire with something that felt like contentment.

“I’m all yours Zeph,” she moaned furtively and rested her hands on his back as he trailed his tongue down her plump breasts.

She didn’t wait for him – in a moment her bra and panties were off. They were then both totally bare to each other and yet Octavia didn’t feel ashamed or hesitant in the slightest. It felt exactly the way it should have.

The cellist coaxed Zephyr’s hard shaft, as he let out a gruff whinny.

“You ready to ride me baby?”

He nodded as Octavia turned around, spreading herself for him, her giant cock resting on the mattress beneath her.

“Be gentle babe,” she cautioned, feeling as he prodded her. “Use lots of lube. It’s very sensitive back there you know.”

Octavia felt her band mother come out again as she tried to lecture him about proper love making. The cellist smiled to herself. Some habits never died.

Zephyr, on the other hand, didn’t need to be lectured. He had experimented with this sort of thing before and knew the value of personal lubricant.

He opened up a small drawer in his dresser and retrieved a bottle of HydroBro™, before smearing a generous amount on his cock and hand.

Octavia was just about to turn around to see if he needed any help before she felt a cold sensation send a lightning bolt up her spine.

Yep, he got it.

Goosebumps crawled all over the cellist’s skin as Zephyr worked his fingers inside her, stretching her virgin entrance.

Octavia gripped the sheets tight, clenching her teeth, as the eager colt did with her what he wanted – pumping her tightness as he stroked her massive cock.

Octavia had sometimes indulged herself in rare moments when her medication had worn off, but never there. The sensation was entirely new to her, but intoxicatingly addictive. She was almost afraid that she would lose control and cum then and there, but Zephyr seemed to let off just as she felt she was just over the edge.

The cellist’s cock twitched uncontrollably; spasms rippling through her body as precum formed a long string from her tip to the floor.

Zephyr kept this up for several minutes until Octavia was a whimpering mess, pleading into her pillow.

“Zephyr, please, I need you inside of me.”

She didn’t have long to wait before she felt herself lifted up by those powerful arms and turned around so that they faced each other on the bed. Zephyr’s face was filled with tenderness as lifted her up and placed her legs over his shoulders.

Octavia held him around the neck, pulling herself close to his ear.

“I’m all yours.”

Zephyr kissed his lover with a passion he had rarely felt before as he guided his cock inside of her. They moaned together as his shaft coaxed her walls and he began to grind his hips – Octavia’s giant shaft rubbing against his chest with every lunge.

While they started slowly and deliberately, any pretense of restraint was soon abandoned – lost in an unrelenting tide of carnal desires that neither Zephyr nor Octavia cared to control.

Octavia soon found her mind in a haze, no longer caring if she prolonged it or not. She only wanted one thing and one thing only – release.

She reached down with both of hand and grasped her shaft, pumping it as hard as she was able, her foreskin enveloping her entire cock in its massive folds while she felt Zephyr pound her relentlessly.

“Holy fucking shit!”

The mare let out a high-pitched wail as her whole body convulsed and giant, thick streams of cum began to shoot from her cock – coating not only herself but Zephyr too.

Zephyr didn’t take long after. Octavia moaned with every hot thick batch of cum that Zephyr unloaded inside her, clenching as hard as she could so she wouldn’t lose a single drop.

For a few moments after, neither of them felt any compulsion to move – panting hard as they held each other, the bitter smell of cum filling the air.

Zephyr, at last, leaned down and kissed her. Octavia responded in kind, gently wrapping her body around his.

“That was amazing, Zeph,” she said, playing with his mane.

“Yeah…”

“Is that all you have to say?”

Zephyr shook his head, as if coming out of a trance, and rested his forehead on hers.

“No, it’s just…everypony says the first time is always the worst, but in light of the present situation, I’d have to respectfully disagree.” He looked away for a moment, his cheeks red. “I..I did do alright, didn’t I?”

“You were great,” Octavia replied.

“You mean that?”

Octavia gave him a playful smile and flicked some of her cum at him.

“Hey!” he impishly protested.

“Does that answer your question?”

“Well, two play at that game.”

“Don’t you dare!”

Octavia had barely finished before a giant glob of cum hit her face.

“Ah!”

She tried to wipe it away but the more she wiped, the messier her face became. Meanwhile Zephyr howled with laughter, until Octavia retaliated and sent another back at him.

“Ah babe! Right in the mane! Really!? It takes me hours to get this the way I want it.”

“Uh huh, and whatcha gonna do about it?”

“I’m sure we can discuss it over a shower.”

“Deal.”

Pleasing Your Betters

On a shady street with tall gates and iron fences, a lone figure holding a manila envelope approached a looming house, more like a castle than a suburban residence. She stopped as she approached the path leading around the back way – the front way was reserved for guests “on the book”.

It was a path she knew well. She had taken it many times before and knew its intricacies so well she could have navigated it in her sleep.

At a discreet corner, where a hedgerow laid next to a fountain, she pressed the button on the bottom side of the bench which announced her presence. This was followed by two clicks of an electronic sensor that allowed her to pass without setting off the elaborate array of laser tripwires that dotted the premise.

The young lady approached a metal door and, after typing the code on the security pad, entered the vast complex.

Immediately to her left, sitting at a control desk, was the guard, who flashed a small grin as he saw her approach.

“Heya Twi, what’s new with you? Come to deliver another report?”

She smiled. After having been a visitor here for so long, she had become a familiar face to the staff.

“Of course, Flash, the Dean needs to be kept up to date on the latest University statistics.”

He pursed his lips apprehensively.

“Oh I’m sure you two will have a long session of number crunching,” he replied, hesitancy in his voice.

Twilight blushed.

“Well, being Student Body President is a demanding job,” she replied in a quiet voice.

“I can tell.”

“Is the Dean free?”

The guard glanced down at his control board where the red light still showed that the Dean was preoccupied and not to be disturbed.

“Still napping I believe. Do you want me to announce you?”

“No that’s fine, I’ll go myself,” Twilight said as she stepped through the security door into the main corridor.

Flash grimaced as the young mare walked away.

~

The inside of the house was just as regal as its outside might have suggested – tall hallways with elaborate antique finishes mixed with a contrasting array of modern furniture and art.

Other than the sound of Twilight’s steps echoing off the marble floors and the tick of the wall clock in the main foyer, the house was eerily silent.

A rush sped down Twilight’s neck and caused her arms to shake. She had no reason to be afraid, but she was. There was an aura of control and mastery behind this elaborate design. Everything was ordered – everything served a purpose. And in that sense, she belonged here, just as much as the clock or the furniture did – she was useful.

The young lady gracefully climbed the main staircase, taking her time as she mounted each step. She was in no rush. If anything, she wanted it to last. It was always the suspense that she loved to savor. To that end, she tried as best as she could to steady her breathing and slow the heart that was beating like a bass drum inside her chest.

At last she reached the main residential hall – the Dean’s private apartments. She went for the door, unable to stop herself from shaking now as she grabbed the handle. She took a deep breath and, as silently as she was able, pressed the latch down and opened the door.

What greeted her was an odd contradiction to the rest of the house; where everything was tidy and ordered, the Dean’s room was complete chaos. Books lay scattered here and there – some opened and some stacked in piles – along with discarded pieces of clothing and other items.

On the walls were warm, inviting paintings of what seemed like fantasy settings – a tall white castle among clouds next to a cascading waterfall – almost childish in its semblance.

And among this disordered scene was the Dean herself, laying fully stretched out on her pink-sheeted bed, dozing peacefully in the sun - wearing nothing whatsoever.

Twilight felt her cheeks burn as she gently knocked on the door to announce her presence. It was just enough to cause the Dean to stir from her slumber.

“Mmm, I was having such a pleasant dream,” she murmured, stretching her arms, a hint of reproach in her voice.

Twilight waited a moment to see if she was sleep talking before answering in a small voice: “What was it about?”

The Dean’s eyes fluttered open as she saw her young attaché standing in the door.

“You haven’t been standing there long have you? You know how much I despise voyeurs.”

“Not long, I just arrived.”

The Dean smiled.

“It’s a good thing you have such an innocent face otherwise I might not believe you.”

She patted a position next to her on the bed as an invitation. Twilight, as proper as she learned in her prep school, gracefully sauntered to her side and sat next to her. She was about to commence with her formal report before the Dean cut her off.

“No business right now, that can wait. Just let me look at you for a bit longer.”

Twilight didn’t protest. She was used to the Dean’s attention by now, but in some ways, it always made her feel flattered.

“Look at you, so young,” she continued, letting her fingers slide through her locks. “What I wouldn’t do to have your youth again. I feel old.”

She frowned, furrowing her brow in a dignified pout.

Twilight undid the latches on her shoes and let them fall off her stockinged feet as she joined her mentor.

“Well, to me, you’re like a fine wine…”

“Oh please, spare me the clichés. I’m not fine wine. That does me far too much justice. I’m day old champagne. All fizzled out.”

“Well,” Twilight replied, with a small smile. “You can still have a good time, even with day-old champagne.”

The older mare tossed back her pristine hair as Twilight turned around to face her.

“I don’t deserve you,” she said, a melancholy timbre in her voice. “Do you remember when we first met? You were just a freshman then – first time away from home and no friends. How was I supposed to have known we would have grown so close?”

“Yes, I remember,” Twilight said, looking down as she ran her hand on the older mare’s shoulder. “My parents knew I had so much potential, that’s why they sent me to Canterlot University. Funny thing, I didn’t want to go. I felt so alone. And I remember the first time we met.”

The older mare nodded.

“Our first counselling session.”

“Yes,” Twilight continued. “I was so desperate to go home. And you found me…I was afraid I was going to be punished. But you didn’t punish me – you listened to me, looked after me, let me vent when I got angry…I couldn’t have made it through that time without you. I am where I am today because of you.”

A moment of silence passed between them – an agonized, excruciating silence that hung heavy in the air – until Twilight bit her lip, a hesitancy drawing back her words like a taught bow ready to let fly.

“I always wanted to ask,” she started carefully. “Did…did you ever have those feelings that we have now, back then?”

Twilight waited for an answer, and when none came, she started again.

“That wasn’t an easy question and I don’t expect any easy answer.”

“Well,” Celestia began carefully. “I would be lying if I said I wasn’t fond of you, but I feel there’s another reason for your question, am I right?”

Twilight hesitated. Celestia lowered her eyes.

“You know I don’t ask twice.”

The mild sound of reproach in her voice made Twilight’s skin rise.

“Did you…did you plan for all this?”

There was a hexing smile that slowly crept upon the Dean’s lips.

“Do you think me capable of doing something so devious?”

Twilight nodded.

“And if I did? Would it change anything between us?”

“N-no! Of course not!” Twilight felt her hands tremble. “I was just curious, is all.”

Celestia smirked feeling a familiar arousal as the nervous girl looked away from her. She was always so cute when she was flustered and excited. It almost seemed unfair, as it was always so easy. All it took was one stern word and she melted into submissive putty.

The older mare turned her protégée’s head towards her and lifted up her chin so she could look into her eyes.

They were young and bright; flashing a glimpse of her youthful uncertainty, but inlaid with a spark of curiosity. This is what she adored about her; behind that candor of inexperience was a soul that had not become hardened to the world. She could see in those dark orbs: a willingness to explore, to try new things, to learn.

Celestia let her hand trail Twilight’s cheek as her thumb caressed her bottom lip.

“Is that all?”

Twilight closed her eyes as Celestia’s lips touched her neck, a slight moan escaping her lips.

“Yes…”

Twilight relaxed into her mentor’s grip, feeling her cheeks grow warm. How she had longed for this embrace – to feel, at once, completely at ease. To not have to think or use logic – just to indulge and obey.

Celestia worked her way down Twilight’s pronounced collar bones, planting kisses until she reached the nape of her neck before reaching around and fondling her breasts in her palms.

“You know I’d never do anything to hurt you,” she whispered, her breath hot and heavy in Twilight’s ears. “Have I not always been there when you needed me? Have I not always given you my full attention when you wanted it?”

“Yes,” Twilight huffed, panties growing wet as the excess of her excitement trickled down her weak legs.

Celestia noticed this and let some fall on to her perfectly manicured nail before holding it up to Twilight’s mouth.

Twilight didn’t have to be told what to do. She gracefully opened her mouth and wrapped it around her mentor’s fingers, moaning as she tasted her own sweet nectar.

The older mare bit her lip, a smoldering fire in her loin as her pupil’s tongue trailed around the tip of her touch.

“You like when I do this, don’t you?” she huffed indulgently, pressing the side of her hand against the base of Twilight’s moist panties. The younger girl could only mutter a feeble ‘yes’. “Then why are your clothes still on?”

Twilight stood up and turned towards her mentor as she began to undo her blouse.

“Slowly,” Celestia ordered, flashing a sadistic simper.

The young mare nodded and with the most delicate poise, slid each button out of its place, until the loose blouse on her shoulders fell off, leaving her bra and skirt, all the while lost in the heady thrill of anticipation.

Twilight went to undo her bra but was cut off.

“Not yet,” Celestia’s stern words droned. “Come here.”

Her student gladly obeyed and walked until she was right in front of her mentor.

“Turn around.”

Twilight obeyed. She couldn’t do otherwise. Any trace of disobedience or thought of refusal had been destroyed long ago. She wouldn’t have resisted, even if she had wanted to.

Celestia lifted up Twilight’s skirt to reveal a very small, very firm butt covered in a pair of blue and white striped panties. She pressed her hands instinctively on the tiny mounds and squeezed them.

“Such a cute little flank,” she cooed before giving it a firm slap.

A sharp cry escaped Twilight’s lips.

“Whose flank is this?” she asked, rubbing the spot where the red indention of her hand still lay.

“Yours.”

Another slap.

“I’m sorry, whose?”

Twilight let her mouth hang open as she huffed, feeling the sharp sting on her skin.

“Yours mistress!”

Celestia undid the button to the skirt as it fell around the girl’s feet, before standing up and kissing the nape of Twilight’s neck.

“Damn right it is. Do you not know what ‘do not disturb’ means?” she asked, a stern iron in her words.

“Y-yes…” Twilight squeaked.

“And yet my pet comes anyway because she knows how much she likes getting punished by her mistress, isn’t that right?”

Twilight nodded, her entire body squirming in the sheer agonized joy of hearing her mentor’s admonishments.

“You know what the punishment is,” Celestia continued, her voice ice cold.

Twilight breathlessly kneeled, dutifully taking her position as she bent over the older mare’s knee.

Celestia gripped her own heavy breast between her fingers, squeezing her nips as the girl bowed over her knee – her panties now thoroughly drenched – the lure of such a young flower too tempting not to savor. An eager tongue soon found its way between those smooth thighs and trailed over the ridges of Twilight’s moist marehood.

The older mare lapped it up like how a pony dying of thirst would drink water, swallowing the sweet juices and teasing her swollen clit, pulling the panties off and discarding them without a second thought.

Twilight, meanwhile, moaned as she felt her mentor’s tongue bathe her sensitive folds until an uncontrollable gush broke from within her – a torrent of juices flying in all directions as she cried out uncontrollably.

Not a moment had passed before Celestia’s stern voice fell heavy on her ears.

“Did your mistress give you permission to cum?”

“N-no ma’am.”

“And yet you continue to disobey me. Clean it up – tongue only.”

Twilight knelt further down, prostrating herself before her mistress, and began to lick the aftermath of her orgasm off the floor. All the while, Celestia crossed her legs and looked disinterested, masking the burning desire that was raging inside her at the sight of such abject submission.

“All of it,” Celestia chided. “I want that floor spotless.”

Twilight knelt lower, feeling every ounce of her pride vanish from her body, in one liberating act of passive ecstasy. She knew she would never be worthy of her mentor’s love – how could she be? – but how she longed to please her; to feel that she was meaningful in some way.

Twilight licked until she wasn’t sure there was anything left – there didn’t need to be, and yet she continued to lick until her mistress bade her stop, gripping her cheeks in her hands.

“You like licking up cum, don’t you? Don’t you?”

Twilight shook her head affirmatively.

“Yes mistress,” she replied, her lips pressed hard together.

“What do you like most of all?”

“Pleasing you.”

The hardness in Celestia’s voice ebbed away as she ran her fingers down her cheek.

“My little pony…” There was a familiar satisfaction to those words. “…always so ready, always so eager. You would do anything for me, wouldn’t you?”

Twilight’s cheeks couldn’t have been redder. She pressed herself to answer, but no words came.

“Of course you would,” Celestia continued. “Look at you, that gushing little twat is already craving more.”

Twilight tried to close her legs, but a stern hand prevented this.

Celestia tutted.

“No, my little pony, we’re not done yet. Now I want you to take off the rest.”

Twilight reached around her chest and clenched the hooks in her hand, pulling them off their rings and letting her bra fall to the floor, revealing a plump pair of puffy tits.

They were both bare now – completely and totally exposed. This didn’t faze Twilight. They had both known each other’s physicality now for a long time. If anything, it felt more natural this way. Twilight admired her mentor’s figure – buxom and sun kissed, in contrast to her thin and pallid body.

Celestia pulled the younger girl on top of her, easing into a kiss while let her hands run up and down her taught back, feeling the contours of hers shoulders and hips.

Twilight felt she was right where she belonged. There was no place that made her feel happier than nestled in her mentor’s warm embrace. Here she felt safe and secure, but most importantly – loved. She let her tongue gradually disengage before pressing it along the ridge of her nipple, letting it melt into her mouth until she was sucking on it as eager as a child might.

The older mare petted Twilight’s head, loving how tender her protégée was, coaxing her breast with her free hand.

Twilight soon felt the intoxicating taste of warm sweetness trickle down her throat. Twilight lapped her lips, enjoying it as much as she could. It was a treat that she was rarely allowed to indulge and almost never came away satisfied.

Celestia cradled the young girl, rocking her as if she were her own newborn.

“Not too much,” she warned. “You’ll get sleepy. Plus I don’t want you getting too much baby fat.”

Twilight whined softly as she was denied the rest of her treat.

“I know, I know,” she insisted, “but do you not trust me to know what’s best for you, my dear?”

“Yes mistress.”

Celestia smiled.

“A good rule for you to remember, that will serve you well in life, my little pony: always please those above you. They’re above you for a reason and they can give you things you normally couldn’t get.”

“Like what?” Twilight asked.

“Promotions, advancements, and opportunities, but, on occasion, a reward. But before you can get, my little pony, you have to give.”

She petted her head and pointed her down. Twilight knew what she wanted.

Her lips met the soft exterior of her mentor’s stomach, planting small kisses as she trailed down, past the navel, until she was below her waistline.

Twilight relished every opportunity she was given to pleasure her mentor. It was more than just a matter of moving up – she had wanted that – but she truly wanted to impress her as well; to give her a true expression of her willingness to serve. She started slowly; running her tongue along her folds, the smell of her musk an intoxicating aroma. The young girl closed her eyes. It was like eating her favorite ice cream, her tongue gliding silkily across her marehood.

Celestia moaned, watching as Twilight’s head disappeared below her and she felt her hot breath grace her flower. No longer the inexperienced amateur she was one when she had first given her the privilege, but a seasoned pro who was quite adept after years of practice. The older mare squeezed her swollen tits, shooting streams of milk down her chest and on to Twilight’s face.

Twilight didn’t waive or hesitate. She continued on as her face became drenched – the cream of her mentor’s mammaries mixing with the slick juices of her marehood until she was gasping as she tried to swallow every drop.

Celestia bucked her hips, Twilight’s tongue lapping on her sensitive clit. She placed her hands on the back of the girl’s head, pressing her deeper, the two of them covered in sweat and milk, the sound of Twilight’s gagging only turning her on more.

“Oh yeah, eat that pussy, Twi. Show mama how much you want it.”

Celestia let her mouth hang open, panting hard. To be in control – to have the last say – it was everything she had always been denied. Always some hindrance or objection, always something in her way, but here – here she was the mistress. She decided the when, where, and how. To be fawned over, to be adored, to be served – this is what she longed for.

At last though, she could take no more. Without saying a word, she took Twilight off her feet and brought her to the bed, spreading their legs so that they folded on to the others, and their marehoods caressed each other.

Twilight was no longer thinking anymore either – she had passed that long ago. On instinct, on sheer, animalistic impulse, they bucked their bodies together, grinding each other, lost in sheer pleasure. The pungent aroma of their debauchery filled the air and only seemed to spur the two of them on.

Twilight shook violently as the weight of the older mare ravaged her sensitive pussy, the two of them moaning each other’s name in tandem. All at once though, her vision went blurry, the height of her pleasure reached in a perfect moment of violent contraction as she exploded, sending her juices flying in all directions as she gripped the sheets beneath her so hard it made her knuckles go white.

Celestia continued as well but the sight of her charge’s orgasm was too much. She soon followed, shaking hard until it relented, leaving her and the young girl wrapped around one another in a pool of sweat and cum and milk.

Like someone drunk on too much wine, Twilight crawled her way to her mentor, her legs still shaking as she collapsed beside her. Celestia brought her into an embrace, kissing her softly on the lips as their tongues rolled in the other’s mouth.

After some time, their kisses subsided until they lay beside one another, perfectly at ease; Celestia petting Twilight as she rested her head on her chest.

Twilight could almost feel the first edges of sleep come over her before she was abruptly awakened by the feeling of her mentor’s hand caressing her flank.

“I believe you had something you wanted to tell me,” Celestia whispered, kissing her forehead.

Out of the haze of her elation, Twilight began to vaguely recall what she had come here for.

“Oh, yes!” Twilight nearly landed face first on the floor as she sprang up to retrieve her folder, instead getting caught on the bed and landing on her side.

“Careful!” Celestia cried. “Please don’t hurt yourself.”

Twilight picked herself up; more embarrassed by her fall that by her nakedness.

“Sorry!” she sputtered before retrieving the envelope. “I have it here. I wrote up my report of the observations you wanted me to make on the sorority.”

Celestia reclined as she opened a bottle of red wine and poured herself a glass.

“Oh yes, my favorite diversion. What have they been up to now?”

“They’re more popular than ever. Around campus, they are attracting a lot of attention. Their social media page got a 1,000 like just in the past few days.”

Celestia nearly choked on her wine.

“Smart girls,” she muttered as she set the glass aside.

“With all respect, ma’am, why are they such a hindrance to the school? They seem just like any other sorority. Is it because of…”

“Please don’t bring it up!”

Twilight was caught off guard by the sudden outburst from her mentor. The older mare exhaled with a deep sigh as she regained her composure.

“It’s a personal matter,” Celestia said, pushing the issue to one side. “Besides, there is a matter of image, Twilight. Image is everything. If we allow one party sorority to exist, then where does it stop? This is an institute of learning and for as much as other Deans indulge in these excesses, I won’t allow that happen here. It’s why Canterlot University is still ranked as the most prestigious University in the state and by god it will remain that way, so long as I’m in charge. But a positive note, I have another assignment for you dear.”

Twilight raised her eyebrow.

“Another stat collection?”

“More important,” she continued. “I need you to make regular updates on another mare in my service.”

Twilight looked down.

“I thought I was the only mare in your service.”

Celestia smiled and lifted up her chin.

“Don’t be discouraged. No other pony could ever replace you. No, with any luck, she will prove to be the solution to my sorority problem. Just two days ago there was an incident in Harmony Hall. A certain English sub turned out to be more of a sub than I think even he realized.”

“I don’t follow.”

“Well, no need in keeping you out of the juicy details. It seems one of our musical grad students – a mare named Octavia Melody – isn’t a normal mare. She has the outward appearance of a mare but with the anatomy of a colt.”

Twilight shook her head.

“Are you saying that she has a penis?”

“Not just any penis,” she continued. “It’s the biggest one I have ever laid eyes on.”

“So what does this have to do with the sorority?”

“Well, let’s just say Ms. Melody wasn’t too keen on letting her secret out. I promised her my protection.”

“In exchange for?”

“For fucking the sorority of course, and I do mean that literally.”

Twilight shook her head in disbelief.

“You want her to fuck the sorority? To what end?”

“Well to compromise them, naturally.”

“And where do I fit in all of this?”

Celestia smiled as she put on her robe and Twilight put on her spare panties (she kept several for just such an occasion).

“Well, Twilight, if the proverbial tree falls in the woods and no one is around to hear it fall, does it make a sound? I have to have evidence, and this is where you come in. I want you to follow Octavia – track where she goes, who she sees, what she does. I want you to document everything – including her liaisons. Get visual proof. Explicit, if you are able.”

“You want me to spy on her?”

Twilight spoke those words with apprehension. Her mentor’s expression didn’t change.

“My little pony, always so perceptive.”

“What if I’m caught?”

“Then I expect you to keep quiet until you are back in my care. I wouldn’t be asking you to do anything that put you in harm’s way. Plus, you are more than qualified for the assignment.”

“How so?”

Twilight was genuinely curious.

“Young girl, bookish, and very innocent looking – who would ever suspect?”

“I don’t know,” Twilight murmured. “It just feels…wrong?”

Celestia held her by the hand as they sat back down on the bed. She handed her charge the glass from which she had been drinking and Twilight began to sip on it.

“A lot of things we do in life initially feel wrong,” Celestia said, running her palm against her thigh. “But when they serve a higher purpose, something you might think wrong eventually turns out to be right.”

Celestia lowered her eyes as she nibbled on Twilight’s ear lobe.

“Just like us.”

Twilight felt a shiver go down her spine before she turned to her mentor.

“Okay, I will do it, but only on one condition.”

Celestia arched her eyebrow, her curiosity piqued.

“Go on.”

Twilight pursed her lips nervously.

“I, uh…I want to be the top.”

Celestia blinked, unsure at first if she had heard her correctly, before she gave a modest laugh that concealed her surprise.

“Such a modest proposal, my faithful student. Are you sure there’s nothing else you want?”

Twilight blushed.

“Nothing you haven’t already given me.”

The older leaned in close and kissed the younger mare tenderly.

“Then I think it can be arranged. Now, go run along and be a good girl – mommy still has some work to do. You’ll find your files at the security desk down stairs. Mind your manners, walk straight, don’t talk to strangers, etc.”

Twilight blushed as she put on the rest of her outfit, loving the feeling of being doted on as they exchanged one last farewell kiss.

“Yes mistress,” she replied as she curtsied and left the room.

~

Downstairs, Flash waited at the control desk, pressing on his pen until the door opened and Twilight stepped out.

“How did it go?” he asked carefully.

“Hmm?” Twilight had almost forgotten herself as she had come down the stairs. “Oh it was wonderful. She’s always so happy to see me. Do you have my papers?”

“Right here.”

Flash undid the lock on a filing cabinet and handed her a dossier.

“You’ll find everything in there.”

“Good. See ya around Flash!”

The girl departed cheerily, nearly skipping out the door, while the bewildered Flash sat at his desk, an uneasy feeling gnawing at his gut.

The security guard stood to his feet and trailed up the stairs himself, making his way down the corridor and to the Dean’s door, which was still standing ajar.

He entered without announcing himself.

“And why are you not at your post?” Celestia asked, putting up her hair.

“We need to talk.”

His words were hard as stone.

“What about?” the woman asked blithely.

“Cut the crap. You know what you’re doing!”

“I don’t know what you’re talking about,” she said, turning around to face him.

“This is grooming and you know it,” he spat. “You’re exploiting that poor girl for sexual favors.”

The Dean's expression turned to one of indignation.

“That’s not true at all. Twilight and I are very close and share a special relationship.”

“That you instigated!”

Celestia frowned.

“I don’t question what other ponies do behind closed doors. I think that goes doubly so for the colts watching what’s behind those closed doors. And as I told Twilight – I despise voyeurs.”

Flash blanched.

Celestia’s lips twisted into a devilish smile.

“Oh yes, don’t think I don’t know how much you enjoy watching the surveillance tape. I’ve seen the aftermath of your ‘long shifts’ that you try to hide. Did you think I wouldn’t notice?”

Flash stood there speechless, utterly mortified and unable to even mutter an excuse

Celestia shook her head.

“Naughty colt,” she chided.

“It’s still wrong…” he said, his voice almost inaudible as the words strained in his throat.

“She’s legal Flash,” Celestia continued. “Besides breaking a taboo or two, it’s not illegal. Though I can’t help but feel that this might be coming from a place of jealousy…”

The guard recoiled.

“Jealousy!?”

“Oh come off it,” the older mare replied, rolling her eyes. “Don’t tell me you wouldn’t want to have what I get every day? I’ve seen how you’ve eyed her. If I didn’t know any better, I’d say you fancy her.”

The guard clenched his fist.

“And so what of it if I did?”

“No need to be such a puritan, dear. There’s plenty to go around. I’m sure she wouldn’t be too adverse to have a ménage à trois if I ran it by her first.”

“You’re sick, you know that?”

“That may be,” she replied thoughtfully. “But I’m not the one who gets off to it now, am I?”

Flash bowed his head in defeat. He felt a resistance inside him, repugnance at this type of debauchery – but also shame at his arousal by it.

The Dean stood by with a victorious leer gracing her mien.

“Now,” she continued. “Why don’t you be a good boy and join me for a while and let me show you what you’ve been missing. I think you might change your mind.”

The guard took a deep breath and with a resignation in his step he trailed back to the door, shutting it behind them.