Miss Rarity's Finishing School For Fillies

Chapters

Class in Session
Lesson One: Posture
Lesson Two: Composure
Lesson Three: Bathing and Enunciation
Lesson Four: Patience

Class in Session

“All ah’m saying is ah’m getting sick and tired of her sassin’ me!” Applejack said, raising her voice.

“Well Scoots is no picnic either. Ever since she got her mark she’s almost entirely given up on flying. Like, seriously? What’s she going to do with her life then? She hardly listens to a word I say anymore!” Rainbow Dash added, angrily taking another swig of her iced tea.

“Hmph. Well my Sweetie Belle is doing fine. She listens to every word I tell her.” Rarity said, primly sipping her espresso.

“Rares. She’s terrified of you.” Dash replied with a deadpan expression.

“Fair enough.” Rarity replied happily.

“Ah just don’t understand those fillies sometimes. Ah reckon it’s about time to admit it. We aint those fillies parents. Just going to get harder from here on out.” Applejack said, trying to calm down slightly.

“Hey, I try my best. I got a full time job and my own life. I can’t be spending all my free time with Scoots, even though I love her to death. Just not happening.” Said Rainbow.

“Girls. The solution is simple as far as I can see. I shaped Sweetie into a fine young mare. Just make sure the girls come to my shop after school and I’ll make sure they get their training.” Rarity said with a grin.

The two other mares stared sideways at her.

“Ahaha, their training to become proper young fillies, I mean!” Rarity replied nervously.

“Ah don’t know Rare. What about the ‘incident’ last year?”

Rarity simply moved her hoof in front of her, waving it absently at Applejack. “Oh pshaw, you can’t honestly believe the words of a few little colts, dear. Sweetie Belle took advantage of those lads, and I’m eternally sorry for what happened to them. Believe me, she was harshly…disciplined.”

Rainbow Dash and Applejack looked at each other with incredulity. Rainbow pulled her friend aside.

“AJ, there’s like no one else willing to do this. There was an accident with Scoots at Fluttershy’s hut involving some bird nests. And some otters. At any rate, she’s not allowed back there. And don’t get me started on what she did to Twilight’s roof…”

“Well Blooms is no better! Pinkie won’t let her in the shop anymore. She’s a little firecracker in public. Filly aint got no manners at all!” AJ hissed back.

“Okay, we’re doing this then.” Rainbow said.

Applejack nodded back.

“Alright Rares, we’ll get em over there after school.” Dash said, turning back to the unicorn. She reached out a hoof, poking the mare in her chest. “No. Funny. Business. Got it?”

“Oh dear. I hardly know what you’re talking about. I’ll have those fillies behaving like proper little mares within a week. Could you honestly expect any less?”

Dash and Applejack settled down into their seats, sighing.

“I need a cider. You want one AJ?”

“Sure.”

Dash was surprised at the speed of the little filly as she sped away on her scooter. She actually had to take to the air to try to catch her, pumping her wings quickly to catch up. She flew above Scoots for a while, letting her know she had already been caught.

“There’s no way around it, squirt. You’re going over there.” Dash said, effortlessly keeping pace with her scooter.

“Buck off! I’m not going over to that crazy mare’s house!” Scootaloo yelled back.

“Okay. See this is the problem. This is why you’re going.” Rainbow replied. She reached out quickly, plucking the little filly from her scooter, letting it careen off down the path.

“H…Hey! Let go of me!”

“No way. I’ll get your scooter later. I promise. But for now you’re going to Rarity’s.” Dash said, flying off towards the Carousel.

“Sweetie told me all about her sister! She’s nuts!”

Dash laughed at the filly. “You don’t know Rare. She’s a little…over the top, but she’s a good mare. Look, don’t worry. It’s for the best.”

A dejected Apple Bloom sat in her sister’s cart, Big Mac slowly pulling the way to Rarity’s boutique. She had already been fully hogtied by her sister, and lay tied up on her back, riding unhappily alongside the mare.

“Look. Some things were said, but let’s talk about this.” Apple Bloom said.

“Nope.” Big Mac replied.

“Okay. Ah know where you’re coming from. Ah’ve been acting out a little lately. Ah see that. But ah think we can come to some other option…”

“Nope.”

“Mac, ah know there was a little struggle earlier, and you *might* have thought ah tried to kick you in the horseapples, but ah just want you to know it was strictly involuntary. Ah didn’t mean no harm.” Bloom kept on.

The stallion remained silent.

“Blooms, it’s for yer own good. Rarity just wants to help. Ah promise.” Applejack said.

“You don’t know what Sweetie tells us about her, AJ! She’s crazy!”

“Aint that nice to talk about her like that. She’s a good mare, missy. You better be on your best behavior over there, got it? Don’t make me come over and get you, you reckon?” Applejack said, rasing her voice as she pulled the rope slightly tighter.

Apple Bloom sighed. “Yes’m”

Rarity smiled proudly as she saw her little students lined up in front of her. She had assembled a makeshift classroom, placing one of her blackboards she used for designing along one wall, and placing some small stools and tables in front of her. Sweetie sat at the far left bench, looking up at her sister uncomfortably. The farm filly Apple bloom took the middle seat. And the tomboy Pegasus was at the far right…

“Hey!” Rarity called out. She directed her magic towards a nearby window, pulling a little struggling orange filly from the sill, unceremoniously plopping her back into her spot. The filly stared back at her, with crossed hooves.

“Alright my little fillies, I suspect you know why you were dropped off here. To put it bluntly, you are behaving more like animals then proper little ponies.” Rarity said softly. Apple Bloom blew her a raspberry as she turned her back to the blackboard. Without blinking an eye, Rarity levitated one of her nearby yardsticks, slamming it hard down on the desk in front of the filly.

“And I’m letting you know it will not be tolerated anymore. You’re here for two hours after school every day. I expect you to listen to me and follow my instructions, just like you would follow your teacher...”

“You may call me Miss Rarity.”

Rarity strode over to Bloom’s desk, moving her face in close to the filly. “If you listen and behave, I promise I’ll turn you into little debutantes in no time. And don’t worry. We’ll have some fun too.” She said, smiling at the three fillies as she walked back to her blackboard.

She used her magic to bring the yardstick back to her, holding a piece of chalk with her hoof. “Alright girls, let’s start simple. What do you think all the most proper and respected mares in the kingdom have in common?”

Sweetie raised her hoof right away.

“Haha, Sweetie, you are an eager little thing. But you certainly know already. Let’s let your friends answer.”

The filly slumped back in her seat.

Apple Bloom thought for a while, before raising her hoof. Rarity pointed at her. “Um…They’re all kind to everypony. They try to help anypony if they need it.”

Rarity chuckled to herself. “I suppose. That’s a good trait to have…sometimes. Just remember though Apple Bloom. You can’t help everypony. And what happens if you are the one that needs help? Shouldn’t other ponies be more than happy to help you?”

Apple Bloom thought for a moment. It didn’t seem quite right.

“Scootaloo, what do you think?” Rarity called on the orange filly.

Still sullen from her busted escape attempt earlier, the pony looked down at the ground as she answered. “I guess a good mare always tries to do the right thing. They’re brave and strong if they need to be so they can stand up to anything!”

Rarity smiled back at the filly. “That’s a good thought, but a little naïve. Just think, Scootaloo. There are lots of ponies in town that are stronger than you. If you could get them to listen to you, you could have them stand up against anything you wanted. Isn’t that right?”

The filly looked down at the ground, trying to ignore the mare.

“Girls, I’m going to give you the most important lesson first. The one thing that all the most amazing mares of the kingdom share. And that’s desirability. Everypony wants to be them. Or be with them.”

She turned to look at the three fillies. She flipped the chalkboard over to the other side, watching the stunned reaction on their faces. Except for Sweetie. She just tried to sink farther into her desk.

“I’m going to teach you to be the one pony in the room that every mare wants to be. And every colt or mare wants to be with. It’s simple, really. Once you master that, you can be the mare you want to be. And everypony else will follow suit.”

The three fillies looked at each other with apprehension. Scoots thought about trying for another window.

“Girls. When I’m done with you, you’ll be the most desirable fillies in Ponyville.”

Scoots and Bloom looked uncomfortably at the board. Rarity had drawn up a few of her favorite ‘traits’ that all upper class mares should share. She levitated the yardstick to her first point.

“Firstly, every proper lady must always look their best. I expect some improvement in the next few days.” Rarity strode over to the three seated ponies. “Sweetie, we already discussed this earlier. You are…acceptable.”

Sweetie Belle sighed in relief, glancing over at her other friends.

“Apple Bloom. I know your sister hasn’t the best choice in style, but she at least takes care of herself.” Rarity brought the stick up under the filly’s inner thighs, making her jump off the stool with a start. Rarity leaned in closely, looking at her mane and tail before reaching a hoof under her belly, making the filly stand up straighter. Bloom gasped in shock at the sudden intrusion. The wandering hoof of the older mare lingered, running slowly down her flanks.

“Not bad, not bad.” Rarity said to herself. “I can tell you are at least bathing regularly, so we can mark that up as a positive. However…” Rarity reached down suddenly, grasping the flank of the filly firmly, pushing her tail up. “I simply can’t stand a drooping tail. It’s a sure sign of a listless mare. Nopony wants to see that.”

Rarity moved over, leaving a fiercely blushing Bloom trying to keep her tail in the same state Rarity had left it.

She moved over to Scootaloo, narrowing her eyes. “And then we have the little tomboy. I did suspect when we started that you would be more than a handful. And I see that I was not that far off.”

Scoots looked back at her defiantly.

With a smirk, Rarity grabbed the filly unceremoniously by the tail. The shocked pony flailed for a moment, before she realized the unicorn had grasped all four of her limbs in midair, holding her fast. Smiling, Rarity walked over and got a closer look. She looked the pony over, taking advantage of her ability to inspect the ‘undercarriage’. Scootaloo blushed a deep crimson, trying to look away from her friends.

Rarity reached out, running a hoof through her tail. “My word, Scootaloo. Do you ever brush? Your tail and mane are like old paintbrushes!”

She ran her hoof along the filly’s haunches, taking extra time to graze by her small teats on her way to her chest. “Your coat is so coarse to the touch!”

She withdrew her hoof, letting the filly plop down on her seat once more. Scoots curled up, pulling her tail in tightly.

“At least there aren’t any ticks.” Rarity sighed, glancing back at the filly. “Right?”

“No.” She mumbled back.

“I know your upbringing, Scootaloo. And I want you to know I’m not holding anything against you. We’re all here to learn, and I assure you, I can still help you become a fine little lady. I will give you some things when you leave today, and I expect you to use them.”

Scootaloo didn’t answer. Her normally still orange muzzle was an abnormally harsh shade of red.

“Alright. So let’s move onto step two.” Rarity motioned to the board. She had bolded and underlined this point.

“A proper mare will attract a first class mate. Now. Does anypony know what that means?”

Sweetie appeared to move a hoof, but Rarity simply looked over at her, before she put it down again. Bloom raised her hoof immediately as she sensed her friend’s embarrassment.

“Miss Rarity, I know what you mean. You mean we should find a special somepony that cares for us and makes us feel special.” She said proudly.

Rarity smiled at the filly. “Oh Apple Bloom, that’s how a foal would look at it. What would you do if your somepony didn’t have a job? Are his feelings for you going to keep a roof over your head?”

She looked over at Scootaloo. “Scootaloo, who is the most popular colt in your class?”

“Well, Rumble, obviously.” Scoot said, perking up slightly.

“And why is that?”

“Um, well his brother works with the Wonderbolts. His family always is doing something cool. They get to go to Canterlot all the time. I guess they have lots of bits or something.”

Rarity grinned back at her. “And that’s why you have a crush on him, isn’t it?”

Scootaloo blushed harder if it was possible. “N…no! No way!”

Walking back to the front of the class, Rarity motioned to the third point. “Girls, this is why this point is so important. A proper mare knows how to please their mate”

The room went dead silent.

Rarity laughed at the reaction of the three girls.

“Now now, I know you all are still young. Don’t worry. We’ll take things very…slowly.”

Rarity dismissed the fillies soon after. She brought Scoots to her own stash of beauty products afterwards. She busied herself, grabbing some items.

“Scootaloo, this is for your tail and mane. I know you have a problem with dry hair, so this will help a lot. Don’t worry so much about brushing after you use it. Comb it in and let it sit.”

Rarity tossed a bottle of Tail and Mane shampoo in for good measure. “That type is for dry coats. Just make sure you leave it on for like twenty minutes before you wash it off. It makes a huge difference.”

She packed the items in a small bag for the filly. Scootaloo thanked her, still obviously cross with the mare. She shot off out the door as soon as she was able to.

Watching the filly run off, Rarity smiled, admiring her lean plot and haunches. The little tomboy was going to be a pet project of sorts. It was going to take some work, but that didn’t mean she wouldn’t enjoy it.

Lesson One: Posture

“I never dreaded school ending before…” Scootaloo said sullenly, walking with her friends as they slowly trotted towards Carousel Corner.

“No offense Sweetie, but yer sis is absolutely nuts. How do ya’ll deal with it?” Said Apple Bloom.

Sweetie just sighed. “I don’t remember if she was like this when I was little. All I know is since I started seeing Button she got real clingy and weird. He won’t come over anymore.”

“She doesn’t bother you, does she?” Scoots asked.

“Well, not really. She is usually really nice to me. She asked a lot about what Button and I had done on our dates.”

“Weird.” Said Scoots.

“All ah know, is my sis tanned my flank last night when ah tried to get out of going back. She told me this was happenin’ whether ah liked it or not.” Apple Bloom said softly.

“That’s nothing. Dash told me she was sending me to some weird camp near Los Pegasus if I tried to get out of it again. She told me it got shut down for a few months for being too rough on the fillies there…”

“It’s not so bad girls. Rarity is really nice after you know her. I promise.” Sweetie added. Even as she said it, she wasn’t so sure though.

“Yeah? And what about when Featherweight, Button and Rumble were over there? The whole school heard about that, Bells.” Scootaloo asked.

“I…I told you! I asked them over there. Rarity walked in on us. Can we just drop it? I’m embarrassed enough about it. I don’t need to live it again. Okay?” Sweetie said quickly.

“Alright, alright, sorry. I didn’t mean it.”

The trio walked on in silence the rest of the way to the dress maker’s shop.

Rarity seemed in extremely high spirits that day. She had filled the blackboard with topics, and waited patiently as the fillies found their seats.

She slapped her yardstick on the board impatiently.

“Girls, I expect you to get here in a timely manner tomorrow. It doesn’t take twenty minutes to get here from the schoolhouse. I’m being extremely generous closing my shop for a couple hours every day to help you, and I deserve a little more respect than this.”

“No one buys your dusty dresses anyways.” Scoots mumbled under her breath.

Rarity simply glowered at her. Had she actually heard?

Rarity smiled as she walked towards Scoots.

“Miss Scootaloo, I believe you may have volunteered for our next topic.” Rarity said cheerfully. “Come here please.”

Groaning, Scoots hopped down from her seat. She trotted up to the front to stand next to Rarity.

“Now, you girls got me thinking yesterday, especially Apple Bloom, that your general posture and the way you carry yourselves is just appalling. A proper mare carries themselves lightly, they don’t tuck their tail, and they definitely do not slouch!” Rarity raised her voice at the end, poking Scoots under her chin, pushing her head up.

Rarity levitated over a couple dog eared design books, placing them gently on the filly’s head. Scoots rolled her eyes as she felt the magic fall away, and she quickly moved her head to carry the load. She easily balanced the books as she moved a few steps, looking back at the mare with a smirk.

“That’s very good Scootaloo. But. You forgot your tail.” Rarity said, bringing her yardstick down swiftly on the filly’s flank. Scoots jumped at the shock, dropping the books to the ground and instinctively tucking her tail tighter between her haunches.

“Who gives a buck where my tail is?” Scootaloo asked, annoyed.

Rarity smiled back at her. “You may still be too young, my little pony, but you will thank me in the future. I’m sure your teacher has taught you the changes you soon will go through when you reach your first estrus. And as I’ve already made clear, a mare does not dirty her tail or mane. Do you want to be walking around town with a clumped up paintbrush for a tail?”

The three fillies looked at each other. They weren’t quite sure what she was talking about.

Rarity simply sighed, levitating a small box over.

“I see I’m just going to have to show you.” She said, opening the lid and bringing three small tapered objects out. Flesh colored and thin at the top, they flared out slightly, before narrowing once more and then ending in a large base.

“These are for you, girls.”

Scoots and Bloom looked at the objects with confusion. Sweetie looked like she wanted to sink into the ground.

Rarity levitated one of the objects to Scootaloo, placing it in her hoof. Scoots inspected it, seeing that it was quite springy to the touch. She bent the tip over, only to have it spring back in her hoof. She became increasingly aware of a dull warmness in her hoof.

“What in the hay do I do with this?” Scoots asked.

Rarity simply grinned, extending her magic. She grasped the filly firmly, snatching the plug from her hoof. She held it in front of her, bringing a small bottle of liquid to the object. Rarity placed a generous dallop on top of it. Her eyes lit up as she watched Scoots look at the liquid spilling down the sides, glistening in the light of the shop.

Focusing, Rarity flipped up the filly’s tail, before nudging the object at Scoot’s tailhole. Too surprised to object, the filly tried to clench tightly, only to find the slim tip easily push past. She cried in shock as Rarity easily placed the plug inside her. Scootaloo tried to shake her flank at the strange intrusion, only to find the plug was stuck tightly inside her. She grunted in frustration, feeling the sudden need to push the object out, but found she could not.

“What the buck, lady?! What did you stick in my butt?!” Scootaloo yelled angrily. She was trying to pull it out with a hoof, but found it impossible to grasp. She managed to wedge a wing under it, grunting as she started to pull it out. Suddenly a magic force pushed her wing away, slapping her flank for good measure.

“Leave it!” Rarity told her sternly. Scootaloo stopped struggling for a moment, suddenly blushing as she realized her compromising position in front of her friends. With the pressure of the plug, and the sudden uncomfortable warmth in her tailhole, she found her tail was standing straight out behind her, almost letting all her bits be on full display. She found it was almost a challenge to keep it down enough to keep her modesty.

Scootaloo glared over at Rarity when she started laughing at the filly. “You found out quickly, didn’t you? My mother showed me this trick when I was a filly. Of course, her method was a lot more crude. It was called gingering then, and I assure you, the process was much less…pleasant.”

Looking over at the other fillies, she motioned at Scoots. “What we use today are small little plugs that are enchanted with an essence of ginger. They don’t burn, not nearly as much as ginger at least. But let’s just say you will know they are there.”

Rarity brought the yardstick over to Scoots, pointing at her erect tail, as the filly shifted uncomfortably from hoof to hoof.

“You can see, she can barely keep her tail down. I expect all of you to wear these for the next few days. I can assure you, afterwards you won’t be so careless with your tails again.”

“Yer crazy if you think ah’m putting that in my tailhole!” Bloom yelled out

Striding over to her, Rarity made sure she was close to the filly’s muzzle. “Apple Bloom, I’m not giving you a choice. I know your sister ‘punished’ you last night. I can assure you that will be nothing to what happens if don’t listen to me again. Got it?”

Bloom tried to put on as brave a face as possible, but she found herself melting away under the gaze of Rarity. She could still feel the spankings she got the previous night. She didn’t want to disappoint her sister again.

Rarity held her plug in front of her, already glistening with lubricant.

Dejectedly, she reached for it. She started walking away from her desk, trying to reach some privacy near the side of the room. Rarity held her fast with a thought, a purple glow surrounding the filly.

“You can do it here. Scootaloo would feel a lot less embarrassed if you did.” Rarity said, turning the filly so she could face her.

Sighing, Apple Bloom looked over at Scoots, her muzzle still beet red as she tried to stop fidgeting. Sweetie looked over at her with a look of dismay, already holding her plug in her hoof.

Feeling her whole body flush as the other ponies watched her, Apple Bloom quickly took the plug, reached behind her tail, and pushed the tip to her hole. She immediately felt the soft burn of the ginger on her sensitive exposed flesh, feeling the burn inside her as the tip slipped inside. She found her tail raise straight up as the plug entered her, letting the air of the shop wash over her nethers.

Bloom shuddered at the sudden feeling, pushing the plug deeper. She was relieved to find the plug slipped in easily after the tip, sliding inside quickly and seating inside her tailhole. The farm pony shuddered at the sudden intrusion, suddenly fully aware of her tail being fully erect from her body. She felt a sudden push on her body as Rarity brought her flank around, and the filly thrashed for a moment as she realized her entire marehood was on display to Rarity and her two friends. She found she could do nothing to pull away, as Rarity inspected the plug. Satisfied it was seated, Rarity allowed the filly to go free once more. Apple Bloom immediately took her seat, breathing in sharply as the stool pushed against the plug, but thankful her bits were finally concealed once more.

Scootaloo was not fairing nearly as well. Still feeling the tingling of the plug through her nethers, she started trying to clench her haunches together as she felt her own excitement starting to build and slowly leak down her orange fur. Rarity immediately noticed.

“See, Scoots? Now imagine if your tail was there. You’d simply be a mess, my dear. Better to let it all out.”

“Buck you! What’s going on? I didn’t even touch it…” Scootaloo replied angrily, before realizing her mistake.

“Oho, has our little Pegasus already started clopping? That won’t do either, young lady. A good little mare never touches herself, darling. That simply isn’t done.” Rarity put her hoof over the small orange pony, guiding her back to her seat.

“Don’t worry. I’ll make sure to work on that later with you.” Rarity added, happily.

Scoots shifted uncomfortably as the plug pushed back against her insides. She felt a flood of consuming thoughts as her body heated up. She usually only felt like this when she got a peak at Dash, or when Rumble was trying something with her after school. Her heart was beating fast, as her stomach tied itself in knots.

Rarity strode over, gently lifting her head with a hoof. She levitated the stacks of books once more on top of the filly’s head. Scoots sighed with dejection, but balanced the books easily once more. Rarity walked away, motioning towards the filly. “See girls, this is the perfect posture I want to see.” She ran her yardstick under the filly’s muzzle and down her neck.

“Head held up.”

She moved it along the filly’s chest and sides, before grazing along her stomach and teats. Scootaloo twitched slightly, but kept still.

“See how her back is straight when she stands this way?”

Rarity guided the wooden stick along the filly’s haunches. Scootaloo’s tail twitched as the stick pushed against her plug, grazing her now slightly sticky nethers.

“And the perfect way she is holding her plot and tail. Very good Scootaloo. You may sit down.

A thankful filly rushed over and took her seat.

Apple Bloom glanced over at Sweetie Belle, watching the unicorn simply grasp the plug on her desk with her magic, placing it inside her without barely getting up. She glanced back at her friend, looking ashamed and embarrassed as she shifted slightly to get used to the sensation.

Rarity smiled at all the fillies. “Very good! I expect you all to keep those inside you all day tomorrow at class. You may take them out to go to the bathroom, and nothing else.”

She stared over at Apple Bloom and Scootaloo. “Remember. I have talked with Dash and Applejack. I don’t want to hear one more complaint to either of them. Or you know what will happen.”

The pair looked at each other with concern. They knew darned well what would happen. And neither felt like testing the resolve of their guardians. Scootaloo and Apple Bloom said good bye to their friend, filing out of the shop, tails still held uncomfortably high. Scoots said a silent prayer to Celestia that nopony would notice.

Rarity shut the door behind them, flipping her sign to ‘Closed.’ She turned around, focusing her gaze on Sweetie, still seated at her desk.

“Your friend Scootaloo is such a darling little filly. How do you manage to keep your hooves off her?”

Sweetie blushed slightly. “You know I’m more into colts. I mean I’m dating Button after all.”

“Of course.” Rarity smiled. “You still like your big sister though, I hope?” The unicorn said softly, walking towards her. Sweetie Belle could feel the light tendrils of Rarity’s magic as she pushed softly at her plug. The filly shift uncomfortably in her seat as the mare felt her sex with her magic.

Rarity levitated the yardstick over. Still glistening with Scoot’s essence, she held it under her muzzle, smelling it. “She smells absolutely wonderful. If you’ve never done anything, why don’t you see for yourself?”

She brought the stick to Sweetie, placing it against her nose, almost touching her muzzle. Sweetie tentatively sniffed it. She could feel her body flush slightly as Rarity played with her as she smelled her friend’s sex.

“Why don’t you take a taste?” Rarity asked.

The mare barely had to ask. Sweetie reached out her tongue, licking the yardstick. She could taste hints of Rarity’s lubricant, mixed with the electric taste of Scootaloo. She pushed her hoof against her crotch as she licked the yardstick clean.

“Good girl.” Rarity said quietly. She walked over, taking sweetie by her hoof, leading her up the steps to her room.

Lit in a golden light as the afternoon sun streamed through the curtains, Rarity led her sister to her bed, laying down top of the red satin bedspread. She lay back, splaying her legs and offering herself to Sweetie. “I got a little bit worked up today.”

Sweetie felt a shiver through her nethers as she came in closer to her sister’s thighs. The mare was positively soaking, her fine white fur slicked down against her flesh. She leaned in closer, making Rarity sigh at her sister’s breath on her teats. She could feel herself wink, spilling a slight trickle down onto her thigh. Sweetie reached out her tonugue, dutifully catching the drop and licking her way up to her sister’s marehood. She circled her tongue around the outside, lapping at her sister’s arousal.

Reaching out with a hoof, Rarity stroked her mane as she sighed deeply. “Maybe tomorrow I can play the bad teacher with you. I think I even have a costume for it somewhere…”

Rarity bit her lip as the filly suddenly circled her clit. Rarity could feel herself wink, and Sweetie took the initiative, digging her tongue deeply into her folds. Her hoof pushed against Sweetie’s head as her body tensed.

“I could make a school filly costume for you tonight. Gods, that sounds hot.” Rarity said, trying to control her breathing as she got warmed up. She focused her magic on Sweetie’s plot, a purple glow coming from her sex as she pushed on the filly’s g-spot from inside her. She could feel her sister break away for a moment as she gasped, before attacking Rarity’s snatch once more.

“Try it on me.” Rarity said. “How I showed you.”

Sweetie lit her horn, a light green light spilling over her sister’s body. She focused inside her, carefully locating the sensitive spot just a few inches inside. She rubbed her magic against it, slowly building the pressure up. Rarity’s legs spasmed as a charge of pleasure rode through her body. She pushed her haunches at the filly, cooing as Sweetie brought her off.

“Oh gods, you’re getting…really good at that…” Rarity gasped. “I…I can’t hold back anymore!”

Already worked up from teasing Sweetie’s friends, Rarity felt her whole body explode, sending a flood of marecum into the waiting muzzle of her sister. Sweetie lapped at it hungrily, still keeping her magic focused on Rarity’s g-spot. The mare gyrated her hips into her sister’s muzzle, gasping as Sweeties continued to masturbate her from the inside. She eventually had to push the insatiable pony off her, as she lay back on the bed, catching her breath.

As she lay there in her afterglow, she looked down at Sweetie. She still shifted from hoof to hoof uncomfortably. Rarity smiled at her. “Does my sister need a little help with something?”

She focused on her, levitating the filly on top of her, turning her so her sister’s plot was directly in her face. She smirked as she toyed with the plug still firmly seated in her tailhole. Her dock twitched as her tail stuck straight up once more.

“It’s not that bad, is it?” Rarity asked,

“It…it’s not big or anything. But it kind of makes my whole crotch feel really warm. And it’s driving my crazy.”

“Well it’s staying put for now.” Rarity said. “It’ll feel better in a minute. You’ll see.”

Rarity leaned in, planting her mouth over her sister’s clit, suddenly sucking her into her mouth. The filly kicked her leg slightly at the sudden contact. Rarity could feel her winking as she placed her muzzle directly into her sister’s tunnel, digging her tongue in deeply. She knew from experience she could easily reach the filly’s most sensitive spot with her tongue alone.

And Sweetie absolutely loved it.

She lashed her tongue around, feeling her clamp down and contract around it. Rarity could feel her muzzle and chin almost soaking as Sweetie started getting closer. She pulled away for a moment, smiling as she wiped her muzzle. Watching her sister wink against the air, making soft cooing noises. The feeling of hot breath on her teats as the pony pressed her muzzle against her

“You haven’t said anything about our time together to your friends, have you Sweetie?” Rarity asked. She used her magic to slowly circle the filly’s sex, drawing back when she winked. She could tell her sister was close.

“N…no! I would never…” Sweetie said back, craning her neck to look back at her sister.

“They didn’t mention talking to anypony? I could get in trouble, Sweetie. I don’t know what would happen if they told anypony about our little classroom fun. Or if they knew about us.” She pushed hard on Sweetie’s plug pressing it down against her sex. The pressure from the plug and Rarity’s magic sandwiched her clit and g-spot from inside. The sudden sensation made her lose control of her legs, as her body flopped down on top of her sister. A new flood of cum washed over Rarity’s chest fluff.

“Rarity! P…please! Keep going!” Sweetie gasped.

“We had a close call with Button and his friends. I don’t want to lose you.” Rarity sad softly. She concentrated, sending a small tendril of magic at her sister. She wrapped it around the winking clit, rubbing it quickly. The pressure from inside and the direct stimulation made Sweetie cry out as she came hard. Rarity could feel her chest heaving against her as she continued her magic assault. She drew away her control of the plug, smirking as it continued to move as Sweetie’s young muscles contracted around it.

Still catching her breath, Sweetie curled her body around slightly, looking over at her sister. “I promise. They won’t tell anypony, sis. I’ll make sure.”

“Good girl.” Rarity said. She reached over, pulling the filly close. The two held each other close as the afternoon light started fading from the window.

Lesson Two: Composure

A trio of particularly embarrassed looking fillies trotted quickly down the path to school. They kept their heads up and alert, as they watched for any other ponies on their way in to school. One would have to admit, however, that they had surprisingly good posture, as they kept plots up in the air and tails perked out behind them.

Scoots in particular could be seen trying to hold her tail down in annoyance.

“Stay…down!” She mumbled, trying to reach back and hold it.

“Aint no use. Ah been trying to hold it down normal-like all last night. Nothing doing.” Apple Bloom said softly.

“This is so stupid. We should take these things out. Somepony is going to see it for sure. It’s driving me crazy, anyways” Scootaloo said, finally giving up on her tail.

“It’s not so bad. I finally got the hang of it this morning. I left it in last night and I can just about hold it normal now.” Sweetie added. Her two friends looked over at her like she was crazy, but neither said anything.

Apple Bloom looked over at Scoots. “Did ya, erm, did ya’ll have to take care of it last night?”

The filly flushed a brighter shade of red.

“N…no! Besides. Rarity said Dash was going to find out if I did. I think I’d just crawl in a hole and die if she found out.”

As they arrived at the classroom, the three sighed with relief to see that the seats at the far back of the classroom were open. It would look a little weird to be out of their normal spots, but the three agreed it was for the best. Quickly darting to their seats, the three sat down, thankful to be able to cover up.

Scootaloo caught her breath as she settled down, feeling the wooden bench on her very flushed private bits. The plug pushed slightly deeper inside her, making her grumble as her tail stood even straighter out from behind her. She lowered her head to the desk, hiding her muzzle with her hooves.

“Please Celestia…” she mumbled. “If you could just strike the classroom with lightning. Just this once…”

But besides a slightly overcast and windy day, there was no such luck. The trio shifted back and forth for the morning, listening to Cheerilee drone on about some historical recounting of a war with griffons. Whenever either of the fillies started to relax, they would settle too deeply against the bench, feeling a slight pinch of their nestled object pushing against them inside.

Apple Bloom even started to feel a familiar warmth in her thighs, as she rubbed softly against the wooden bench. She could feel her body warming up as she kept making contact. When the breeze blew in from the window, she could feel a cool dampness under her plot. Scoots looked over at her in distress, obviously encountering the same problem.

The Pegasus noticed her friend’s arousal, with her fluffy red tail held out at attention. She could see a small pool forming under her, before vanishing as the filly settled down and sopped it up with her soft fur.

Scootaloo tried to settled down on her own seat and concentrate on the lesson, but soon found it impossible. Besides wondering if the other ponies in the class could notice anything unusual, she now found it increasingly difficult not to focus on Bloom’s own predicament. Feeling a flutter in her stomach as she looked at her friend’s plot, she blushed as she looked over at Sweetie, trying to take her mind off of it. She was surprised to find the white filly sitting more or less comfortably, listening and taking notes.

Sighing, Scoots put her head on her hooves, trying to focus at the blackboard.

Just a few hours left…

“Ah already told ya Scoots, ya can’t clop at school!” Apple Bloom said, immediately aware of how loud she had said it.

“Like Tartarus I can’t! That was positively some kind of torture today, Blooms. I couldn’t barely stand it by lunch. But the afternoon!?”

“Somepony would catch you at school for sure.” Sweetie added. “Besides, my sister told us not to do it.”

Scoots trotted ahead so she could look Sweetie in the eyes. “That crazy mare got us into this! Like buck I’m listening to her advice on it.”

“She told me last night we’d be fine after the class today. So just settle down, okay?”

Scoots mumbled a bit, looking down at the ground.

The three didn’t realize it, but they arrived at the shop much earlier today. Sweetie opened the door with her magic, letting both the fillies inside.

They first realized a new change to the classroom. The desks had been moved to the side of the room. In their place were three older red overstuffed fainting couches. Pushed end to end, they formed a bench of sorts. Slightly confused, the fillies approached the bench to sit down.

A low purple glow made them freeze in place. Rarity strode around a partition, smiling widely at the three.

“Greetings, ladies. First things first. I’m going to check and see what improvements we have with your posture.” Rarity said, levitating her yardstick to her.

Starting with Sweetie, she outlined her frame with her stick. She ran it down the filly’s back and around her plot, nodding. The other two fillies blushed as Rarity ran the yardstick along their friend’s nethers, gently teasing the plug, and making Sweetie twitch her tail.

“Very good, Sweetie. Perfect back and tail placement. You may sit down.”

A grateful Sweetie took her spot at the far left sofa. She looked on as Rarity walked over to Apple Bloom.

The filly felt the wooden stick under her chin, testing to see if she was holding herself properly. Rarity nodding in approval, moving the stick along her back. As she approached her plot, Blooms shivered slightly as she felt the object glance along her outer haunches. Her tail flexed even more erect in response, making Rarity smile to herself as she ran the yardstick down the pony’s now very exposed bits. She could see the plug still firmly situated in her plot, moving slightly as Apple Bloom strained against it. Trailing down, she ran the end of the yardstick against her very engorged sex, taking note of just how drenched the filly was. She could feel Apple Bloom quiver against her as she gently touched her. The filly stifled a gasp as the cold wood ran along her length.

“Very good, Apple Bloom. I see you have made a lot of progress. I can tell wearing the plug all day may have been a little hard for you, but you can see how preferable this is to sopping it up with your tail. It would be like a wet mop back here by now.” Rarity remarked.

The pony blushed furiously, trying to move over to her own sofa so that she could sit. Rarity lit her horn, holding her fast.

“You can stand there for a moment, dear.”

She smiled as she turned back to Scoots. Rather than pure defiance, the tomboy was looking just straight up embarrassed today. She shifted uncomfortably from hoof to hoof as Rarity walked over to her. The filly would not look her in the eyes, even as Rarity manually held her head up with her yardstick.

“You’re looking much nicer today, Scootaloo.” Rarity commented as she ran her stick along the filly’s back.

She noticed the wispy tail standing straight out. Wasting no time, she guide the stick directly under it, pushing softly at the filly’s plug. Scoots grunted softly, pushing back against it. Rarity smiled as she saw the plug flex against her skin. The filly even winked slightly as the yardstick grazed her clit. Rarity could see she was absolutely soaked as she pulled the stick away, still glistening from the little flier’s arousal.

“Very good dear. You’ve improved a great deal.” Rarity commented. She placed her yardstick down near her blackboard. She looked over at Apple Bloom and Scoots. “I can tell you have been good little ponies and haven’t been doing anything naughty with yourselves. That’s very good. I think we can go over the next lesson.”

With a thought, Rarity levitated Scoots onto the middle sofa. She placed the filly on her back, letting her legs splay out to the sides. Still finding it impossible to tuck her tail in, the Pegasus flushed crimson as she realized her sex was fully exposed to her friends once more. She kicked her legs slightly but found the unicorn’s magic held her fast.

“What’s the deal?!” Scoots cried, trying to reach down to cover herself. Rarity held her against the sofa quite easily. “S…stop it!”

“We’ll start with you, Scootaloo. I can tell you’ve had the worst of it.” Rarity said, making sure she had pinned the hooves of the little pony with her magic. She looked satisfied when Apple Bloom moved in closer without hesitation. Sweetie glanced over, absently watching her friend.

“I told you that proper ladies do not touch themselves. They do not clop. But, I’m sure you three found that very hard to do today.” Rarity said, moving in closer to the orange filly. Scoots looked over at her, still confused.

“A proper lady knows how to satisfy her mate. They aren’t selfish. You should always be as generous as you can be and take care of your partner when they feel the need. And I’m sure you will find they will return the favor.” Rarity said softly. She focused her magic on the filly in front of her, projecting inside of her. The Pegasus gasped as she felt her g-spot massaged inside her body. Apple Bloom looked on, mesmerized as Rarity started masturbating her friend.

“What…what are you…” Scootaloo weakly protested. She tried to pull back, but found herself held fast by the mare’s magic. The strange sensation of magic inside her nethers was unlike anything she had felt before. The constant edging during the day had already worked her up too much. Her embarrassment of being spread open for her friends, and the weird sensation of Rarity touching her all fell away as her mind started focusing on the amazing feelings from her crotch.

“I’m touching her most sensitive spot inside right now with my magic. It’s something unicorns can do, but a Pegasus can do it too, if they are good at using their wings. A few inches inside, on the same side as your teats. But I’m sure you girls knew that much.”

Scootaloo arched her back slightly now, as Rarity had started stroking her inside. The unicorn let the filly’s front hooves go free, and she trailed them down to her nethers, breathing quickly as she touched her teats and drenched stomach fluff.

“The important thing is to pay attention to your partner, and do what they like.” Rarity said with a grin, shifting her attention to the young pony’s teats. Magic tendrils reached out and caressed them, tweaking the nipples. Scoots lay back in ecstasy, letting her front hooves fall to her sides.

“I understand some things I’m showing you aren’t possible for an earth pony, or even a Pegasus to do. But one thing that will always be appreciated is a good cunnilingus.” Rarity said.

“Cunnin-what now?” Apple Bloom responded, confused. She hadn’t taken her eyes off her friend since Rarity had begun.

Rather than explaining, Rarity knelt down sticking her muzzle against the inner thighs of the orange filly. Scootaloo looked down with shock as she felt the warm breath of the mare on her thighs. “W…wait!? That feels weird…”

Ignoring her, Rarity reached her tongue out, tasting the filly directly for the first time. Relishing the sheer amount of cum coming from the filly, Rarity wasted no time going deeper. She pulled back a moment to offer further advice.

“If you practice, you may even be able to reach your partners special spot with your tongue.”

A surprised Scoot found that was most definitely the case. Rarity’s tongue snaked out along her tunnel, pushing hard against her g-spot once more. Scootaloo found she couldn’t manage to sit up and watch the unicorn any longer, and just let her head settle against the sofa, letting her back arch, pushing her small hips against the mare. Her head was positively spinning as her pent up orgasm started winding up.

“As you practice, you will know when your mate is about to climax. You should directly stimulate them when that happens. As so.”

Rarity pulled back slightly so that an enraptured Apple Bloom could watch. She reached out her tongue, pushing Scoot’s hood out of the way. Lapping directly at the filly’s clit, the flier finally came hard. Delighted, Rarity drank greedily from her snatch, trying to catch her cum from around her winking contractions. She had to use her magic to hold Scoot’s hips still, as the filly bucked against her in her orgasm. Apple Bloom looked on in amazement as her friend came against Rarity’s muzzle. She could feel herself getting more and more worked up as she watched the mare greedily drink her friends cum. She could see Scoots wink fast and hard as she spilled more and more of her juices down Rarity’s muzzle, dripping down her white fur and onto the sofa.

Finally leaning back, Rarity let up on the filly, as she tried to lick her muzzle clean of her juices. Scoots just flopped back, hooves going loose at her sides as she gasped for breath.

As she licked her upper lip, Rarity looked over at Apple Bloom.

“This doesn’t just apply to your mate, girls. Sometimes friends can help each other as well. Clopping is so selfish. A friend with benefits is much more…generous.”

“Ah…ah don’t know. This seems strange, Miss Rarity.” Apple Bloom said. She backed up slightly, but didn’t turn away. Rarity kept looking into her eyes.

“I assure you it’s perfectly normal, Apple Bloom. Your sister came to me and other friends many times when she needed help. It can be hard sometimes, for an earth pony.” She reached out a hoof, gently placing it on Blooms’ back. The pony just looked up at her with a sheepish look, blushing. She could feel a strange fluttering building up inside her stomach. The filly felt like she should leave, but her body refused. She let Rarity lead her to Sweetie, already laying back on the sofa.

“Why don’t you and Sweetie help each other.” Rarity said softly. Apple Bloom looked over at the unicorn, laying back and exposing her very wet nethers to her.

“Blooms, it’s okay. I’ll show you. It’s lots of fun. I promise.” Sweetie said to her friend.

Unsure of what to do, Apple Bloom walked up to her friend, inspecting her sex. She could see the filly wink occasionally, mesmerized by the incredibly pink folds glistening in front of her muzzle. She moved in closer.

“You can taste it, Blooms. Please, I really need you to.” Sweetie cooed at her friend.

Feeling her heart beating in her chest, the yellow filly reached out her tongue, licking around the winking slit. She could feel the velvet fur of her friend, drenched in her juices. She gasped at her first taste, shocked at the tangy sweet taste of the small unicorn. She continued around her opening, trying to carefully lap at her pink folds. Sweetie sighed, laying back on the sofa. She directed her magic at her friend, rotating her rump around so that she was directly on top of Sweetie. She spread Apple Blooms legs wide, before reaching out and returning the favor for her friend.

Sweetie could feel her friend stop and gasp at the sudden sensation, her breath hot against her damp fur. She focused her magic inside the filly, massaging her inside as she lapped intently at Apple Blooms snatch. Obviously enjoying herself, Blooms intensified her actions, trying to use her hooves to spread Sweetie open gently. Reaching as deeply as she could, she found she could make the filly squirm if she got in deeply enough. She alternated between lapping around her slit and thrusting in deeper. Her heart was beating faster as she worked her friend over. She could feel her own body responding to Sweetie, and she moved her hips slightly against the filly’s tongue.

“Bells…that…that feels real good.” Apple Bloom whispered from between her friend’s thighs.

Rarity smiled to herself, walking over to Scoots, still laying on her back, recovering. She picked up the little Pegasus, placing her on her stomach. Reaching down with her hoof, she started touching the pony gently, feeling no resistance as Scoot’s hooves feel to her side at the sudden sensations.

“Scootaloo, let’s do the same, shall we? I think you still are feeling a bit pent up, from what I can see.” Rarity said with a small laugh. She pulled her hoof away, still drenched in the filly’s cum. She flipped her around, placing Scoots directly at her sex. Reaching out with her magic once more, Rarity simulated a thicker object inside the filly, feeling her gasp at the sudden fullness. She pushed harder on her clit from inside her, making Scoots shudder slightly. Rarity sighed as the filly needed no further encouragement, reaching out and starting to lick at the larger mare’s clit, rimming around it before suckling the entire part into her muzzle.

“Quick little learner…” Rarity cooed, relaxing back against the sofa. Happily, she craned her neck to taste the filly’s teats, trailing her tongue up to her once more juicy marehood. She could see Scoot’s wings flex in response, making the unicorn chuckle slightly when they extended every time she pushed with her magic.

Just like Dash, She thought.

Nearby, the two fillies embracing in a sixty nine were getting close. Apple Bloom had slowed down as she felt a strong sensation through her body. The filly had played with herself before, but with only a hoof, there was only so much she could do. Sweetie was literally pushing at all her most sensitive spots from inside. She felt a few powerful contractions through her stomach, flowing through her flanks. Kicking her legs slightly, she cried slightly as she felt her orgasm come crashing out. The filly actually popped her plug out when she came, the dutiful Sweetie trying to keep up with her friends cum as she lapped harder at her clit.

“Bells! Ah…ah…gods…” Apple Bloom cried as she rode it out.

Feeling her friend breathing hard against her sex, Sweetie pushed her crotch into her muzzle. Still feeling herself cumming on her friend, Apple Bloom tried her hardest to finish Sweetie. She stroked the filly’s teats with her hooves, suckling hard on the unicorn’s clit. Sweetie broke away from Apple Bloom’s snatch as she reached her own climax.

“Blooms…just keep doing that…Just keep going…please…” Sweetie gasped. Her body went rigid as she came, juices flowing out along her twitching plug, pooling at her dock and tail. Apple Bloom started running her tongue down the flank of her friend, kissing her near her dock and tailhole. Apple Bloom found her as sweet as she would have imagined.

Rarity was quickly realizing Scoots had already reached her second climax. Oh, to be a young little filly again, Rarity thought. She backed off, letting Scoots continue on her own sex for a bit more.

“Scootaloo, try using your wings please.” Rarity said softly.

The filly glanced back at the unicorn, her muzzle slick with Rarity’s cum. She brought a wing around to the unicorn’s sex, gently inserting one of her long flight feathers. Rarity sighed as she felt the silky wingtip enter her. She always loved the feeling of a Pegasus inside her.

She reached out with a hoof, running it gently down the sensitive down at the small of Scoot’s back. She could feel the wingtip twitch inside her as she focused her magic on the filly. Teasing her teats, she slowly circled her clit, being careful to lightly touch it. The sensations for Scoots must have been unbearable. She started breathing heavier as the unicorn edged her.

“Rarity…” Scoots finally said softly. Her voice was husky as she tried to keep hear breathing under control.

“Miss?” Rarity replied, smirking. She moved her magic to the filly’s plug, pushing it firmly inside as Scoots shuddered. Rarity could feel her wings twitch against her snatch every time she teased her.

“Miss Rarity…” Scoots repeated. “P…please, just, can you…”

“That’s incredibly bad manners, Scootaloo. I’ve gotten you off once already. And I expect you to return the favor…” Rarity said, pressing her magic against the filly’s head. She could feel a gasp of surprise, before the tomboy buried herself in Rarity’s sex once more. Laying back, she was delighted to feel her reaching deeper, tickling her g-spot, but not quite reaching it. She pushed the filly slightly more, feeling her muzzle start to push inside her. Gaining the extra inch, Rarity could feel herself wink hard, allowing the filly to pop inside slightly more. She could feel the hot breath of her muzzle inside her tunnel, while the small tongue pushed against her. The sudden intrusion in her snatch was too much, driving Rarity off the edge. A flood of marecum and a powerful contraction pushed the flier out of her as Scoots gasped for breath.

As she felt herself cum against the open air, Rarity redoubled her efforts for the little filly. She increased the size of her magic inside her tunnel, making a slight bulge where the pegasus’ small clit and g-spot were. She pulled the filly closer to her, eating her out with earnest. Scoot’s second orgasm came immediately, arching herself upwards as her wings straightened entirely.

“Ngh! Ah…ah…!” She gasped. Her friends watched on as she started positively trembling from her second orgasm. Bucking her hips against Rarity as the mare slipped her tongue expertly around her throbbing clit. A minute later, she finally settled down, relaxing on Rarity’s stomach, her hind hooves still twitching errantly.

Smiling, Rarity pulled the filly against her, sitting up on the sofa as she massaged Scoots chest fluff gently. The filly was breathing hard, eyes still glassy as she let her body flop against Rarity’s side.

“Well that was a lot of fun girls.” Rarity finally said. “Apple Bloom, how was it?”

The little filly blushed, not answering right away. She looked over at Sweetie, who gave her a little grin.

“It…it was nice. Ah guess ah never thought of doing that with friends.” She replied softly. “It felt a mite weird though.”

Rarity chuckled. “It was your first time, dear. This is all important to becoming a proper mare. Nopony wants to date a prude.”

“I’m sure after our weeks together it will feel completely natural.” she added

Apple Bloom looked away from the mare, looking at Sweetie and Scoots. She wasn’t sure about this ever feeling normal. But she had to admit, the burning in her nethers was gone, and her whole body felt incredibly relaxed.

“What about you Scoots? Did you enjoy it?” Rarity asked.

The flier just nodded her head. Rarity could still feel her chest heaving slightly. She was entirely exhausted.

“I’m glad. I promised you all we would have some fun, didn’t I? Now…we still have an hour to go today. Let’s get you fillies cleaned up.

Lesson Three: Bathing and Enunciation

“This is weird.” Scoots complained, as Rarity ran her washcloth along the filly’s plot.

The three small ponies found themselves piled up in Rarity’s oversize tiled bath, cleaning up after their lesson. Apple Bloom and Sweetie were taking care of each other, but Rarity had insisted she help Scootaloo.

Adding plenty of soap to the water, the entire bath was a scene of bubbly carnage, as large piles of suds flowed over the sides and onto the white tiles. Rarity had opened the windows fully to let some air inside, pulling back the drapes. The afternoon sun painted the room in golden hues, catching as fleeting rainbows in the suds as the ponies all bathed.

Thankfully, the unicorn had removed the plugs from their tailholes before they got in. Except for Apple Bloom, who had somehow sent hers across the room during their session.

They’d have to find that later…

Sweetie and Bloom were enjoying their time in the bath. Suddenly feeling far less inhibited, the pair explored a bit as they cleaned each other off. Sweetie was enjoying the reaction of the little earth filly whenever she moved her hoof along the base of her tail, touching her dock.

Apple Bloom discovered an additional erogenous zone when she was washing Sweetie’s undercarriage. Rubbing soapy suds along her belly, she found the filly was worked into an absolute frenzy when she touched the pony’s small teats. Barely more than small buds on her stomach, Apple Bloom loved the feel of touching the nearly smooth skin, bringing a sigh of delight from her friend.

Rarity was enjoying herself, laying on the side of the tiled tub. She had been toying with a struggling Scootaloo, alternating with holding her still with magic, and letting her splash away into the water, attempting an escape.

“Girls, I think we can use this time to learn a very important lesson about pegasi ponies.” Rarity said, calling for her sister and Apple Bloom to come over. The two fillies immediately stopped their horseplay, wanting to see what the unicorn meant.

Rarity grasped Scootaloo firmly, holding her near the surface of the water. The pegasi just gave up, furrowing her brow as she blew bubbles with her muzzle. Expertly, Rarity focused on her downy feathers near her wings. Scratching deeply with her magic, she deftly massaged the flier around her wing base, feeling Scootaloo instantly turn to putty in her hooves.

“This…” She motioned, directing a purple glow of magic at Scoot’s wing base. “Is one of the most sensitive parts of the Pegasus. A Pegasus will always go to great lengths keeping their feathers clean and free of debris. But it can be difficult to clean the base, especially the top, near the back…”

The other fillies watched intently as Rarity started massaging in circles around the wing bases, scratching into the sensitive flesh with her magic. Scoots moaned as she settled into the water.

“Looks like Scoots really like it!” Apple Bloom added.

“This is one of the most intimate things you can do with a Pegasus, Apple Bloom. It feels amazing for them, as you can see. And it’s one of the most sure signs of trust, as they are allowing you near one of the most important parts of their body…”

"You're literally holding me down right now..." Scoots said, annoyed.

Continuing, the unicorn carefully preened through her downy feathers. “You have to be very careful as you clean her like this. The feathers her are very soft and sensitive. We want to remove any dirt or debris very carefully…”

Rarity finally released the little filly as she finished, letting her settle on the bench of the tub. She sighed as the mare let her go, flicking her tail contentedly.

“Your turn, Apple Bloom.” Rarity said, smiling.

“B…but, ah aint got wings…” the filly stammered.

Smiling, Rarity reached out a hoof, running it along her muzzle, as she pulled the pony closer to her. “We aren’t going to be looking at that part, dear.”

Apple Bloom blushed as Rarity led her to the side of the tub, having her lay down halfway out of the bath, so her plot was sticking out for all to see. Reaching out, Rarity, ran a hoof down her soft fur, caressing her. She was pleased to see the filly held her tail out straight, even without being asked.

Scootaloo and Sweetie watched with rapt attention.

“Girls, it’s very important you keep clean down here.” Rarity motioned with her hoof, rubbing it against Blooms’ folds. The pony jerked at her touch slightly, still sensitive from the earlier lesson.

Levitating a washcloth, Rarity separated the filly’s labia with a thought, running the cloth down her slit, making sure to carefully reach between the folds near her clit.

“We need to make sure all of her little folds are clean. If you’re doing this for a friend, be extra careful. You can see how sensitive she is to the cloth…” Rarity said, running the cotton fabric across Apple Bloom’s clit directly. The little pony twitched as she moaned, instinctively winking against the cloth.

“Haha. Blooms winked! You like that towel, Blooms?” Scootaloo said, enjoying watching another pony being used as an example by Rarity for once.

Blushing, the farm pony just sighed and let Rarity continue. She felt a lot less inhibited now. She just ate out one of her best friends, after all.

“After you wash the mare bits, we can move onto the tail.” Rarity said. She guided the cloth up the pony’s backside, making small circles as she massaged Bloom’s anus.

“Make sure you clean the dock and the base of the tail as well. No matter how prim you hold your tail during love making, there still are bound to be some transfer of…fluids…” She said, washing around the base of Bloom’s tail, paying extra attention to the dock.

“Some ponies especially love having their little tailholes touched, or their dock played with. It can be a very sensitive part.” Rarity added.

Lighting her horn, Rarity brought a black plug levitating to her. She lubed it, before popping it back in the Apple without so much as a warning. Apple Bloom gasped as the plug filled her back up again, making her tail stand up even higher.

I guess she found it after all, thought Sweetie.

Rarity guided the filly back into the water, giving her a kiss as she let the pony sit next to Scoots.

“Sweetie. I need your help for the next part.” Rarity asked, gathering a small bag from nearby.

Without hesitation, the small unicorn moved through the water to her sister. Rarity reached out a hoof, smoothing her damp mane back from her face. Sweetie looked into her sisters eyes as she ran a hoof down her neck, temporarily forgetting her friends as they sat nearby.

Rarity moved her other hoof against Sweetie’s horn, using her washcloth to gently rub it. Sweetie flinched at the sensation, blushing slightly.

“You’ll find that a unicorn’s horn can be very sensitive, especially if they’ve just had an intense experience. It’s sort of a conduit to however the pony is feeling. If the unicorn is already feeling good, the effect can be quite intense…”

Rarity started rubbing the cloth quickly around the horn, moving up and down as she circled it. She knew from experience that her sister was especially sensitive to her ministrations.

Flopping onto her back, Rarity keep magically masturbating the filly as she started rubbing herself. Scoots and Blooms looked on as the pair started to get into it. Sweetie was touching herself under the water, as her older sister had started running the cloth quickly around the tip, sliding it down to the base rhythmically like a small phallus.

“If…the unicorn uses magic while you’re doing this…the effect can even be stronger…” Rarity said as she sighed, feeling her body start to get close again. Having the small fillies watching her only made everything more intense.

As if being asked, Sweetie lit her horn, reaching out to her sister. Her friends could see Sweetie’s magic prodding at Rarity, reaching inside her snatch as Sweetie drilled into her. Rarity almost instantly came, squirting a bit into the bath as she arched back. She settled down against the tile floor, breathing quickly as she rode her orgasm, Sweetie dutifully fingering her with her magic.

The sensation of her hornjob along with her own manual stimulation, brought the filly to a small orgasm of her own. She cried out slightly as her horn sparked out a few times with bright green pyrotechnics, filling up the small room. Sighing, the filly settled down into the water, suddenly very aware of her friends watching her.

The fillies looked over at each other, still stunned and very aroused.

“That was kind of hot.” Scootaloo finally said.

Rarity laughed at the tomboy, settling back into the tub to clean off. Sweetie and Rarity washed each other off under the suds of the water, before hopping out.

Rarity looked out the window at the settling sun.

“Alright girls. Let’s dry off, and I will give you some homework.” Levitating over some towels, Rarity made sure all the fillies were well dried before they headed downstairs again.

As they headed down the stairs, Rarity had a sudden thought. She concentrated her magic, bringing both Sweetie and Scoot's plugs to her, deftly popping them back inside the fillies as they walked downstairs. The pair inhaled sharply at the sudden sensation, but did not protest.

Rarity had the girls all sit down as she rustled around in a nearby closet. She brought out a large green box, levitating it behind her as she walked back over to her blackboard. Plopping down the box, she brought a strange strapped object over to each filly, dropping it on their desk.

“What the buck is this?” Scoots asked, picking up the strange object.

“Excellent choice of words, Scootaloo!” Rarity exclaimed. “Let’s see what it is, shall we?”

Walking over to the orange pony, Rarity smiled when she found she did not need any sort of magic to hold her. The pony looked up at her with a puzzled look, but made no attempt to move or run. She focused on the strapped object, moving it in front of the filly so she could see it.

“When I was a foal, these were much more popular. Even more so many years ago. When a pony was disrespectful, or said naughty words to their parents or teacher, we would let them wear the bridle until they had a chance to think about what they did.”

“Of course, ponies today still wear bridles. Sometimes as strictly decoration, or for fun in the bedroom.” Rarity said, bringing the object close to Scoots. She could see the Pegasus shift in her seat, delighted that she seemed to be trying to hide her excitement. Her wings flexed slightly, unbidden by the filly.

“My bridles are set up to keep the pony wearing them silent, with a large rubber insert on the bit.”

Scootaloo could see clearly now. A metal bar was connected between the two sides of the bridle, with a large black rubber ball in the middle. Leather straps ran from a silver ring connected to the bit, trailing back to silver buckles.

Let me show you, Scootaloo.” Rarity cooed, slowly moving the bridle into place. Rarity could feel Scootaloo try to resist slightly, keeping her muzzle shut. Chuckling, Rarity focused on Scoot’s plug, jiggling it inside the filly as she tweaked her clit from the front. With a sudden gasp, the bit settled inside her mouth firmly. The filly struggled as she suddenly felt her tongue pinned to the bottom of her mouth. Try as she could, she could not push around the large black rubber ball seated inside her.

“Mmph!” Scootaloo groaned, trying to move her head against the object. Rarity deftly pulled the straps tightly around her ears and under her chin, buckling the bridle tightly to her. The Pegasus jumped to her hooves, suddenly struggling to try to remove the object as she made muffled pleas from around the bit.

“Scootaloo, I’m afraid there’s no way a filly will be able to remove those straps. The buckles are set from the back, so I believe you’ll find even your small little wingtips will not work.” Rarity said, walking around her. “This is your next lesson. I’m very sorry it has to be a fairly harsh one. You will earn the right to not wear the bridle when you can go three days without swearing.”

The filly looked up at her with tears, glancing over at Sweetie as well. The filly looked over at her, shaking her head.

“Apple Bloom, come here. It’s your turn.”

“But…but ah didn’t swear! Ah promise!” The filly cried, jumping from her seat.

“Not what I heard from your sister. Now come here. Don’t make this harder on yourself.”

Narrowing her eyes, Apple Bloom darted away from the uncicorn. “Buck this!” She yelled as she headed at full speed for the door. She felt a brief twinge of freedom as she neared the shop entrance. Only to suddenly realize it was not getting any closer…

Then it appeared to be moving away…

“She got your tail, Blooms!” Sweetie yelled out.

Stopping her escape, Apple Bloom settled down on her plot, letting herself be dragged back to the white unicorn.

“Horseapples…” Blooms muttered, just as Rarity popped the bridle into her muzzle. She furrowed her brow as the straps tightened.

Gathering the fillies together, Rarity gave the two fillies a pat on the head. “Now now, it’s not as bad you make it. You’ll be used to those bridles in no time. I expect you both here bright and early tomorrow morning, so I can take them off. You’ll take them to school, and Sweetie can put them on when you leave. I expect you give her no trouble!”

“And just in case you think I’m giving her special treatment, I can assure you she is not.” Rarity levitated the remaining bridle over to her. She held it for Sweetie, and the foal gladly took it with her magic, strapping it to her muzzle herself.

“Now get on home. It’s already quite late. I will see you both back here tomorrow morning!” Rarity shouted. She swatted the pair on the flank as they trotted out of her shop.

Turning to her sister, Rarity’s eyes glinted as she looked at the filly, seated there in her desk, wearing the bridle. The pony looked up at her with wide eyes, a strange mix of fear and excitement in her gaze.

“Now what shall we do tonight, sister?” Rarity asked, her voice sweet and soft.

Lesson Four: Patience

“No. Way.” Dash said, flying around Scoots. She had meet the filly on the way back to her aunt’s home.

“You must have really pissed her off.” Dash said, looking at the bridle. Scootaloo hung her head slightly, face flushing red even in the dim light of the early evening.

“It’s not so bad, kid. We have to wear those sometimes for formal events with the Princesses. Just part of being a proper mare sometimes, ya know?” Dash trailed on, flying alongside the filly. Scootaloo kept her silence. She had soon realized it was impossible to try to form any words wearing the bridle.

The fact her idol and de facto sister seemed to have no issue with Rarity doing this to her hurt her the most. She just wanted to get home…

“I bet it feels really weird, huh?” Dash asked. “It feels pretty strange the first few times, but you get used to it. I have one for fancy events at home; I barely notice it when I wear it anymore.”

The orange filly stayed silent. She had no way of knowing Dash was merely talking about her dress bridle, specifically designed to not even be felt when worn.

And of course it didn’t gag the Wonderbolt when she wore it.

“Don’t want to talk about it, huh? That’s fine.” Dash said. “You’re gonna be glad you’re doing this someday. Trust me.”

“AJ and I only had you go to Rare’s because we thought it was the best thing for you.” Dash continued.

Scootaloo looked over at her, seeing the mare looking at her with kind eyes. Feeling overcome with frustration, Scoots just turned away and kept walking.

Dash leaned over, patting the filly on the mane. “It’ll get better. Just don’t give Rare any more trouble, okay?”

The cyan mare took off into the sky, leaving the very flustered filly to walk home by herself. She sighed into the gag, still finding herself chomping on the thin metal bit.

This sucked.

The strange feeling of any pony in the town seeing her like this kept clawing at her thoughts. Still focused on trying to keep her tail low to conceal the plug, she suddenly was aware of how ridiculous she looked wearing the bridle. And she had no way of telling them why, even if she wanted to.

Reaching her aunt’s, she was extremely relieved to find nopony was home. She went to the side door, letting herself in. She slipped down the dark hallway, locking her room behind her as she went inside. Turning on a small desk lamp, she flopped down on the bed.

She reached down and rubbed herself inadvertently. The stupid plug still made her body feel warm and bothered, even after all this time. Thinking back to Rarity’s house, she found herself feel a sudden flutter through her stomach as she pictured the mare having her way with the filly.

Scowling, Scoots flipped onto her side, pulling a new edition of a Daring Do comic form her nightstand. She turned to the middle, picking up on the story line where she left off.

Hopefully she could take her mind off things…

“Ahahaha! Mac, git in here. This is just too funny!” Applejack shouted, trying to control her laughing.

The large stallion plodded into the living room, almost instantly sniggering to himself.

“Rare’s has got ya all trussed up, ain’t she Blooms?” Applejack laughed. “She must have got sick ah that lip of yours. Can’t say Ah blame her.”

The filly just looked back at her defiantly. Of course her sister didn’t care. Why would she? She sent her to Rarity in the first place!

She bit at the bridle slightly, finding her tongue still well pinned to the bottom of her mouth. She could barely move it at all against the thick rubber. Her muzzle flushed bright red as she turned away from her sister.

“I remember when ole Granny first made me wear one ah those. Ain’t no big deal. You’ll get over it.” Applejack said, wiping tears from her muzzle.

“Yep!” Added Mac, still chuckling to himself.

Apple Bloom just turned to the stairs and started walking upstairs, looking away from her sister. She still felt incredibly embarrassed, as she still strained to hold her tail down. Her whole body felt warm as she felt exposed and foolish in front of her family.

“Silent treatment, huh?” Applejack said. “Well now ah can see why Rare’s did you up like that. Well go up to yer room if yah like, Ah’m not bringing any dinner up though, yah hear?”

The filly walked down to her room, shutting the door and collapsing on her bed. Running a hoof down, she poked at the plug, furrowing her brow as she felt a twinge of excitement through her body as she fiddled with it.

Why did she feel this way suddenly?

She sighed, settling back on her bed, trying to ignore the warm sensations flowing though her thighs.

Walking through Ponyville, and in front of her family, it had felt so weird. She fought the feelings inside her. The filly felt a wave of shame at getting turned on by such a strange act.

Pulling out a book from class, she tried to occupy herself on something else.

It wasn’t working very well.

“Alright girls. Let’s get those off.” Rarity said, smiling. It was very evident neither filly had even attempted to remove the bridles the previous evening. They were still buckled tightly around their ears, bits seated well in their mouths.

She did Scootaloo first, looking the filly in the eyes as she undid the straps. Scoots backed away quickly when she felt them fall away, pulling back from the bridle quickly. She moved her mouth a few times, getting used to the sensation of not having the gag inside her.

Rarity loved the embarrassed look on her face as she removed it. The filly stared back at her, but didn’t say a thing.

She had Sweetie undo Apple Bloom’s. The farm filly moved her tongue around as she felt the rubber pull away, smacking the top of her mouth, thankful to finally be free once more.

“Thanks Bells.” She said quietly.

“Scootaloo?” Rarity said, looking over at the filly.

Glancing at her friends, she looked back at Rarity, looking up at her. “Thank you Rarity.”

The unicorn cleared her throat as she looked back at the filly.

"Um...Miss Rarity..." Scootaloo said softly.

The unicorn smiled back at her. “You are very welcome dear. If I hear no more word of you swearing or talking back to your sisters or teacher, we can talk about not wearing them all the time, alright?”

Rarity reached out and tussled the filly’s magenta mane. The filly blushed as she just looked down at the ground.

The trio waved good bye to the mare as they started off to school. They walked in silence for a while, not encountering any other ponies at this hour on the street.

“Okay, ah’m just gonna say it. Ah’m sorry ah got on yer case for talking about clopping the other day, Scoots.” Apple Bloom finally said.

Scoots looked over at her friend, surprised. “Huh? What?”

Sweetie Belle looked puzzled for a moment, before a grin spread on her muzzle. “No way! You didn’t?!”

“Did what?” Scootaloo asked

Apple Bloom just sighed.

“She totally clopped last night! You got turned on by all the bridle stuff didn’t you?” Sweetie Belle replied excitedly.

Apple Bloom looked over at her friend. “Look. It just…happened. Ah just felt so embarrassed by my family.” She said softly. “Why the buck does that make me feel that way?! That’s weird, right? Am Ah some kind of freak?”

“It’s alright Blooms.” Scootaloo said. “I know what you mean. I felt the same way last night.”

“It’s not the first time I wore it.” Added Sweetie happily. “I already knew it turned me on.”

The other fillies turned to their friend, staring at her, before turned back to the path.

“Look, Dash totally knows what’s going on. And she’s perfectly fine with it.” Scootaloo said.

“My sis knows too. She was laughing at me last night!” Apple Bloom said angrily.

The three could see the schoolhouse in the distance, hearing the bell softly toll.

“Okay, I’m actually looking forward to school.” Scootaloo said. “That can’t be right, can it?”

Apple Bloom giggled at her. “Not really! Look girls, let’s just get through the day, okay?”

Walking to the Boutique after school seemed somewhat different that day.

The fillies looked at each other as they trotted down the street, sensing there wasn’t the same level of apprehension as they had before.

Apple Bloom had to admit to herself, that she was actually a little interested in what they would be doing that day. She had made a mental note the previous night, that hoofing herself was nowhere near as fun as when she played with Sweetie. Rarity was definitely right there.

Scootaloo looked particularly anxious as well. She found herself thinking constantly of sex during school. The strange feelings from the previous night had never really gone away, and she had done nothing to take care of them herself.

She kept picturing different things Rarity or her friends would do. The filly had kept sneaking sidelong glances at Rumble as well during the school day, wondering if he’d like to join in as well.

Neither would admit it, but they weren’t necessarily dreading their lesson that day.

Sweetie opened the door, letting the trio inside the room. Rarity was already waiting for them at her large desk, walking over as they entered. She smiled widely at them.

“Such good fillies! You made excellent time today.” She said, beaming.

Slowly walking to their desks, Rarity stopped them with her hoof.

“Not yet girls. First thing first. We haven’t finished with your language training.” She said, bringing the bridles over. She slipped the first one onto Scootaloo, noticing the filly willingly opened her mouth to accept it. She cinched it firmly over her head and ears, stroking her mane gently.

Rarity glanced over to see Sweetie doing the same for her friend, placing the bridle firmly in the farm filly’s muzzle. Apple Bloom did not protest, letting her friend strap it on.

With a glow, Rarity brought the third bridle and placed it on her sister.

“Now, tails up girls.” She said softly.

The mare was delighted as all three fillies followed her command without complaint. She walked around them, starting with Scootaloo.

“Scootaloo! You are positively soaked! You poor dear.” Rarity exclaimed, reaching out with her magic and running a strand of purple magic along the filly’s sex. She gathered a large dallop of her juice, making the filly twitch her flanks, sighing into the bridle. Rarity tasted her, making sure the three couldn’t see exactly what she was doing.

“Don’t worry, we’ll get you sorted soon.” Rarity cooed. “Now, just a little pressure here, just for a moment.”

Scootaloo tensed as she felt something slide inside her snatch. Whatever it was was small, but was shaped to push against her sensitive bits from the inside. After a few moments of trying to push the object out, she eased up, letting the pleasurable sensation of the object push against her.

Rarity repeated the process on Apple Bloom. The little filly barely reacted when she inserted the small rubberized object, but Rarity could feel her clench on the item as it seated itself inside her.

“Somepony else is worked up today too, aren’t they?” Rarity said, giving Apple Bloom a firm pat on her flanks.

With Sweetie, the mare simply handed the device to her. Sweetie had seen it many times before, sighing to herself as she lit her horn and inserted it herself. She flexed her flanks slightly as she adjusted to the size inside her.

“Now, you may all have a seat.” Rarity motioned to their desks.

The trio all tried to crane their necks as they walked over, trying to see the strange devices inside them. Scoots got the best view, as she looked over and could see Bloom’s sex fully exposed. She could see a large black flared piece sticking out of her friend, flat against her slit, preventing whatever it was from entering her any more.

Scootaloo sat down gingerly, felling the object press against her as she made contact with the bench. She sighed as it pushed against her clit from inside her body.

“Girls, you may be wondering what I’ve placed inside you today.” Rarity said, grinning. She motioned to the blackboard, where she had placed a crude drawing.

“These are all small vibrators, designed to be placed inside a pony. You’ll be wearing them for the first hour of class.”

Rarity motioned to her drawing. “One difference though. These are specially designed for a unicorn. I can turn them on and off with a thought.”

As she spoke, all three fillies jolted off their seats as all three vibrators turned on inside them. Looking at each other in shock, they confirmed they were all suddenly in the same predicament. Scootaloo tried to settle back down on her bench seat as the vibe slowly moved inside her, but found it was almost unbearable as the pressure seated firmly on her g-spot. She decided to settle onto her rump, feeling her plug push inside her more, accentuating the feelings from her marehood.

Apple Bloom simply planted herself down, letting the device vibrate fully on her most sensitive bits. She sighed as it went to work, hoping her friends wouldn’t notice the enjoyment she was getting from it. She moved her hips slightly, trying to buck herself against the seat.

“I’ve also enchanted the switch to respond to pressure. So basically, any clenching whatsoever will turn it off.” Rarity added.

Sweetie Belle mumbled in annoyance into her gag, as her vibe turned off almost immediately. Unlike the other ponies, she was used to Rarity’s toys, and was excited as soon as she saw the black objects. Rarity didn’t always set them to turn off though, a new development that made the filly curse at herself in frustration.

Blooms suddenly realized the same annoyance, as the buzzing sensation turned off as she winked. Trying to push herself into the thing, she realized she couldn’t really hit the right spots to get herself off, seated at the desk as she was. She mumbled into the bridle, trying to get any sort of assistance from Rarity.

“No winking girls. Or off it goes.”

Scootaloo grunted in annoyance as her vibrator turned off as well. She could feel her entire seat already wet with her sex, and wanted desperately to keep going. She looked over at Rarity with pleading eyes, trying to make any sounds around the rubber gag.

“You’ll find this is a great tool for controlling your mate. If you deny them pleasure for a longer period of time, not only will they want it from you even more…” Rarity spoke, while walking over to Sweetie Belle. “The sensation when you allow them that pleasure, will be several times greater.”

Rarity reached out, touching the filly’s horn. She almost immediately felt a shot of electricity course through her young body. Sweetie moaned, trying to grind her plot into the desk, seeking some relief.

“Her whole body gets more sensitive the longer she’s like this. If you can edge your partner long enough, they’ll do whatever you like…” Rarity said softly. She walked back to her desk, watching the three squirm. She grinned when she saw their vibes turn back on, seeing the young ponies moving their hips at the movement, trying desperately to get off.

Rarity pretended to go over some aspects of how to deny the orgasm in other ways, pointing out some other points on her blackboard, but in reality she wasn’t paying attention. She concentrated on watching the fillies nearing their climax, starting to count how many times they were edged to the brink. Focusing on her own sex, she rubbed herself slowly, making notes on a pad in front of her.

Scootaloo got up to eleven within the hour.

Impressive.

Absently bringing over one of her well used sofas, Rarity positioned it in front of the trio.

“Scootaloo.” Rarity called out. The filly looked over at her, near panic and desperation showing on her face. Her wings were aching after being erect for almost an hour. Rarity could see her breath coming fast as she chomped occasionally at the bridle.

“I know today has been very rough on you. You’re going to help me with the next part.”

Thankful for any respite from the constant assault on her sex, the filly hopped out of her seat. Rarity chuckled when she saw the desk chair completely glistening with the young tomboy’s essence. Making sure the other fillies could see, Rarity lay back on the sofa, spreading her rear hooves widely for Scoots, displaying her damp marehood.

She focused her magic on Scootaloo, popping the vibe from her backside. A small trickle of pre dripped down the filly’s legs as she shuddered at the strange emptiness.

“This is the perfect chance to show you another way to pleasure a female partner. A mare or filly can stand in for a colt.” Rarity said, pulling Scoots to her. She guided the filly to stand between her legs, placing her front hooves around her chest. Scoots gave her an unsure look, until Rarity grasped her rump firmly and pushed the filly’s sex against her own.

Scootaloo gave a sudden gasp at the sudden warmth of the mare, feeling her clit rub against the incredibly silky folds of the unicorn. Rarity winked as she moved against her, nibbling slightly on the filly’s clit. Scoots moaned into the bridle, starting to move on her own.

“There we are dear. Up and down.” Rarity sighed, letting the filly take over. She reached down and started caressing her flanks. She would occasionally reach out and push her little plug inside her, making her young body tense up, rubbing harder against the mare.

Moving her hooves, Rarity started caressing Scoot’s wings, running up and down the soft undersides, and making circles around the base.

“You can see how sensitive she is after all that time waiting…” Rarity said with a sigh, feeling herself getting close.

Scootaloo found herself in quite a state. Her whole body was one bundle of pleasure as she felt an almost electric sensation course through her. Her mind was clouding as she rode against Rarity, reaching down and running her hooves against her body. Even the touch of her fur seemed to make her tingle. She could feel her orgasm coming like a slow, unyielding force, pushing through her. She was moaning constantly into the gag at this point, a thin trail of drool running down her muzzle as she arched her back.

Rarity pulled her muzzle to her own, kissing the filly deeply through the bit. Scoots could feel the mare tasting her, but could do nothing to meet her, with her tongue trapped as it was. Scoot’s eyes glazed over as she came, pulling away from the mare as she started gasping. She lost control of herself entirely, as Rarity held her close to her body. She could feel the filly spasming against her as the pegasi squirted against her sex, drenching the unicorn to her fetlocks. Feeling the pony cum against her drove Rarity to focus her magic on her sex, bringing herself off as Scootaloo finished her orgasm. She rubbed herself on the filly’s still twitching body, massaging her clit hard against the soft velvet of the filly's nethers. Rarity opened her mouth slightly, feeling her cum mix with the little tomboys on her legs.

“Ahn….ahn…..” Scootaloo moaned into the bit, breathing quickly as she tried to process everything. Her whole body felt like it had been wrung out, exhausted but still feeling horny for some reason. She could feel her sex still absolutely throbbing as Rarity still gently rubbed herself against the filly.

Sweetie and Apple Bloom sat there, muzzles slightly agape.

Rarity helped Scootaloo off her, letting the dear rest on the sofa next to her. The filly still felt fuzzy, trying to gather control of her limbs again.

“Alright girls, up you go.” Rarity said, moving both filly’s from their desks. As soon as they were on their hooves, they felt a plopping sensation from their nethers as Rarity freed her vibrators.

“Time for practical application, girls.” Rarity said. She motioned to side of the sofa that wasn’t drenched in marecum. “I’ll help dear little Scootaloo here. Looks like it was a bit much for her.”

Rarity levitated the pegasi to a sitting couch she usually used for patrons. Rarity took the bridle off of her, letting Scoots muzzle gape open. She placed the filly on the sofa gently with her magic, kissing her on the forehead.

She trotted back to her desk, eagerly watching her sister and Apple Bloom, already intently repeating her lesson. She smirked as she saw Apple Bloom take the lead, mounting her friend and holding her down as they ground against each other.

“Just like her sister…” said Rarity softly.

Finding one session of tribadism to be the limit for such young ponies after all the build up, Rarity sent the other two Crusaders home, both looking exhausted, but smiling none the less.

“Remember girls. If I hear one instance of backtalk to Applejack, Dash, or any other adult, the bridles go back on. And next time, you’ll wear them to school too.” Rarity said as they walked to the door. Scoots noticeably grimaced, but Apple Bloom just turned to face the mare.

“Um…Miss Rarity?” She asked.

Delighted by the proper words, Rarity looked down at the filly. “Yes?”

“Could um…Could ah borrow the bridle maybe? For a bit?” Blooms asked, shuffling her hooves slightly.

“Really? Whatever for?” Rarity asked.

“She’s totally gonna clop wearing it…” Scootaloo said, interjecting.

“Am not!” Apple Bloom said, glaring at her friend. “Ah mean, ah won’t Miss Rarity. Ah liked wearing it, that’s all. Even if my sis made fun of me.”

“Well, I could I suppose. I can reverse the straps so you could take it off yourself.” Rarity replied, levitating Blooms bridle to her. She deftly undid some fasteners, quickly reversing the buckles so that even an Earth pony could take it off, with a little effort. She held it out to the filly, whom gratefully took it with her muzzle.

“Remember though, we are all proper fillies and mares here. If I hear about you clopping outside our classroom, you will be punished…” Rarity said softly, looking down at the filly with a somber expression. Apple Bloom nodded enthusiastically, quickly leaving with Scootaloo.

Rarity just grinned to herself, turning and walking back inside. She used her magic to collect Sweetie Belle, still panting as she recovered from her time with Apple Bloom.

“Come along sister. We need to get into the bath.” She said, levitating the resting pony up the stairs