Miss Rarity's Finishing School For Fillies

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.