Fast Times at Friendship High

by DHeroRedMagma

Rating: mature
Tags: My Little Pony: Friendship is Magic, Anthro, Silverstream, Porn, Trixie, Ocellus, Comedy, Starlight Glimmer, Sex, Smolder, Profanity
Length: 4941

Smoulder has been noticing her friends... newfound assets and has to come to grips with the cold truth. Her friends are super sexy now.

After talking to somecreature about her noticing how attractive her fellow classmates are, Smoulder is perplexed about her friends and wonders if it is right to feel this way about them. I mean friends helping each other out by having sex with each other is normal right?

Commissioned by Judoon
Cover Art by Suirano

The Following fic contains: Breast growth, futa on female, female on female, Threesome, gangbang and too much cum. Reader discretion is advised.
All characters portrayed in this fic are above the age of 18

Published 2019-10-13 05:30:02 UTC
Last updated 2019-10-13 05:30:02 UTC

Insert School Reference Here..

It was another sunny day in Equestria, especially if you were attending the School of Friendship as the sun always seemed like it shined the brightest there. Many of the students attending had grown quite a bit, since they had been attending since they were young and had matured and understood the complexities of friendship. However, one student is currently having a teensy bit of trouble with something that she believes might jeopardize her friendships, or so she believes. To which there is a special place to go to in the school of friendship for all your woes.

“Welcome to the great and powerful Trixie’s! Guidance office,” Trixie says with a flourish and a few magical fireworks to add some flair to it. “Now what seems to be bothering you Smolder?” she asks the dragoness whom is sitting in front of her desk with a look of puzzlement on her face.

“Uhm do you always do that?” Smolder asks, confused at Trixie’s showmareship.

“Old habits are hard to break, the great and powerful Trixie use to be a great showpony before signing on as the school’s guidance counselor,” she explains. “But enough about Trixie, what is it that has been bothering you?” Trixie asks the dragon.

“Well it’s an odd one, lately I’ve been noticing things lately,” Smolder cautiously answers, a bit embarrassed she is having to talk about this.

“Such as?” Trixie asks trying to coax more out of the young dragon.

“Well like noticing how everybody whether changeling, hippogriffin, griffin or even pony is well unique in their own ways,” Smoulder clarifies.

“Oh that’s just a natural part of being a friend,” Trixie explains, seems she is truly understanding the meaning of friendship. And that anycreature any size, or color can be friends, since there are no boundaries.

“So it’s natural that I’ve been noticing that everycreature is looking way sexier than usual?” Smolder asks, which causes Trixie’s jaw to hit her desk. Well that isn’t exactly what Trixie was expecting her to say. But it isn’t outside the realm of possibility, after all doesn’t everypony even dragons need to learn about the birds and the bees? Either way this is something that needs a class for, or multiple classes in case other students might also feel their hormones and ‘urges’ come bubbling up.

“Well you see, um Smolder, I believe what you are going through is called puberty,” Trixie explains, sweating bullets and fumbling her words. She did not want to give anypony ‘the talk’ ever but sadly it is in her job description to give guidance and well she is stuck guiding this dragon through her change.

“I think I heard Lord Ember mention that it’s an important stage in a dragon's life when they can fight for themselves,” Smolder says, going off memory.

“Well it’s more than just that,” Trixie begins. “For ponies it is a coming of age type deal, where a foal turns into a mare or a stallion through some changes in his or her body,” Trixie mentions to the dragoness.

“Okay, but I’m a dragon,” Smolder reminds Trixie.

“Right well all species go through it,” Trixie blurts out, now sweating more. She has no idea how to do this, this should be something a teacher or the headmare should try and take care of. “Anyway just know it’s natural, and your body will go through changes and you will start being appealed about things like...sex,” Trixie says, silently whispering the last part.

“I think I heard Spike mention something like that, along with talking about Rarity’s Marshmellowy rump,” Smolder mentions causing Trxie’s face to flush red. “I figured he was going to eat some sort of meal she makes,” Smoulder innocently says, well she isn’t too far off to be honest.

“Well that is a topic for another day,” Trixie says. “Anyway I do think you bringing this up is a sign we have to have a sex education class in the near future, so why not head on to your next class,” Trixie says rushing Smolder out the door.

“Okay, thanks Trixie,” Smolder says before wandering off.

“You are most welcome,” Trixie says waving, and as soon as Smoulder is out of view she bolts to Starlight’s office.

In Starlight’s office, she casually plans out the next few classes that are going on today, as well as when to organize the staff meeting. Her door then bursts open with Trixie panting heavily.

“Oh hey Trixie, why are you out of breath?” Starlight casually answers, questioning Trixie’s panicked state.

“The students are curious about sex!” Trixie shouts. “And if they are curious about it, they will eventually have it and then they will get pregnant and we will be the school with the highest pregnancy rate in Equestria!” Trixie sobs and shakes Starlight, to which Starlight uses her magic to separate herself from Trixie.

“Don’t worry, I planned for this,” Starlight reassures Trixie, before reaching into one of her desk and pulling out a big binder and using her magic to flip through it. “After all, it is only natural that our students go through this change so we need to educate them,” Starlight explains.

“Oh well, that’s good,” Trixie admits, maybe she was freaking out for nothing. “I guess I don’t have to worry about them going and doing something crazy like I did,” Trixie admits

“Plus I doubt any of them will go crazy if we explain it to them,” Starlight explains. “Plus what is the worst they can do for their first times,” Starlight says with a giggle, causing Trixie to stare at the ground a bit. “Oh sweet Celestia what was your first time like?” Starlight says now picking up the signs Trixie was giving off.

“Well you see...” Trixie begins telling her tale.

Several years ago, at what Trixie thought was a magic show audition…

In the backstage area Trixie was busy speaking with the pony running this show.

“Okay just sign here,” the pony says, handing her a contract.

“Okay, this is the first time, the great and powerful Trixie had to sign a contract for one of her magic shows,” Trixie says signing the contract without reading it, which might have been a big mistake.

“Heh alright, go entertain those fans, they are quite pent up for a good show,” he says cackles slightly to which Trixie shrugs and heads out onto the stage.

Trixie comes out onto the stage, flourishing her cape before noticing something odd about the crowd. They were eyeing her immediately and for some reason it made Trixie feel both confident and a bit nervous, normally the crowd is usually a mix of mares and stallions but here it’s just stallions.

“Greeting gentlecolts, I am the great and powerful Trixie!” Trixie announces as she gets a huge response, which makes her puff her chest out.

“That’s right gentlecolts the great and powerful Trixie is here to put on one banger of a show for you!” a mare unicorn announcer says emerging from the other side of the stage. “And for her first trick she needs a magic wand to stroke,” the announcer says making a lewd gesture.

“Wait I don’t use a magic wand,” Trixie says, but soon sees what she meant. Due to the lightning she hadn’t noticed that all the stallions were naked from the waist down, and all their dick and nuts were bare to be seen, and it suddenly hits Trixie. This is some sort of pervy magic show! And worst yet she signed a contract agreeing to have sex with these stallions, which admittedly makes her a bit wet at the thought. Trixie slowly tries to slide off stage, hoping to get away but she could get away, but unfortunately the announcer sees this and quickly uses her magic to pull Trixie’s double F tits free from her dress causing the stallions to cheer as they surround her and present their ‘Magic wands.’

Trixie gulps but figures, if she just jerks them off she can get this over with and get her payment for this lewd show. It feels so weird for her to be in this position, it always seemed quite hot when watching it but to be experiencing it is a different story. She grabs two cocks and stares stroking them, getting them nice and rigid.

“Well with her wands in hand, it’s time for another brave volunteer to help her with her disappearing sausage trick!” the announcer says before long another stallion comes up and shoves his dong into Trixie’s mouth having her suck his pipe, “Wowie look at that, the great and powerful Trixie sure does impress! Doesn’t she?” the announcer chimes in. “But let’s see her perform her greatest trick! We need another volunteer to split her in half!” the announcer booms. Trixie’s eyes went wide as her snatch gushes slightly at the thought. Using her magic once more to remove Trixie’s undergarment as well as lift her up for the final stallion to get into place before dropping her till she hits the base of his cock. She cums instantly at the sudden penetration, and never felt anything this good, she could swear she saw stars. And after awhile settled into her role, and worked with great vigor and was happily awarded with heaping helpings of spooge.

“And that is the story of my first time, eventually I soon pleasured all twenty one attendees and came sixteen times and was coated in cum and had a full belly,” Trixie explains leaving out the part where she does have they’re card and once in awhile does another show for the happy fans.

“I see, but in hindsight, you should have seen this coming,” Starlight said before giggling. “Get it? Cumming?” Starlight laughs at her bad joke, which Trixie blankly stares at her.

“Very funny Starlight,” Trixie says in a huff.

“But don’t worry, I will host a class today to help educate everycreature,” Starlight explains, the bell soon rings. “Welp I better get set up for the first class,” Starlight says, before heading to the door. “Oh and make sure to inform as many of the students about the class change for today,” Starlight mentions before leaving Trixie alone.

“Of course, right after I write a letter for my next big show,” Trixie says heading back to her office to schedule her lewd magic show sooner rather than later since it was on her mind.

As the third period takes place, with Smolder and her friends heading into their usual classroom but instead are greeting by Starlight.

“Welcome everycreature this class is a little impromptu, so please take your seat,” Starlight says as the students take their seats.

“So what is this class about exactly?” Occellus asks in her soft tone.

“Well somepony recently brought it to my attention that all of you might have been going through some… changes,” Starlight begins. “Now these changes may have caused you to notice things you didn’t notice about yourself or maybe other creatures,” Starlight begins.

“Oh like how me, Gallus and Smolder can fly but Yona can’t!” Silverstream shouts out.

“Well um I guess but I am talking a little more on the personal side,” Starlight explains. “I’m talking about the birds and the bees,” Starlight goes on. “When you reach a certain age, your body starts to change in odd ways,” Starlight continues. “In this you might find members of the opposite gender more… appealing then you once did,” Starlight tells them as they gave puzzled looks to her before looking to each other. “Maybe it’s better if I just go right to the source instead of beating around the bush,” Starlight says, clearing her throat she begins a lecture about the growth that they may have already experienced and how they may soon develop hormones as well as urges and how best to handle them safely. And teaching them that they don’t need to feel awkward or embarrassed by them, but rather should see it as a step towards adulthood. Starlight then goes onto the potential body changes they might have, such as males having their penises grow and testicles drop and voices get deeper, while females breasts grow bigger and get visited once a month. She then goes into details about sex and how it is the result of the age old child question “Where do babies come from?”

“Now any questions?” Starlight asks, to which almost every student’s claw or hoof go up. Seems Trixie was right on the money about the students needing this lecture, if they are this curious. “Alright let’s start with Silverstream,” Starlight says.

“So does this mean if two females have sex they can have babies?” Silverstream asks.

“Uh no, as I said. As I said it requires a male to-” Starlight begins but is cut off.

“Then does that mean two males can have all the babies!?” Silverstream blurts out.

“Again no, that wouldn’t work it has to be at least somecreature with a vagina and another with a penis to potentially have a baby,” Starlight explains.

“But what about some females who have penis’ and a vagina could they impregnate a female?” Silverstream asks, prepared to continue her barrage of questions onto Starlight.

“Um well, probably I have heard reports about it happening,” Starlight stammers out, becoming overwhelmed by Silverstream. “Let’s hear from somecreature else,” Starlight says pointing to Smoulder.

“So is it like normal to view others as attractive, when you use to think they weren’t attractive,” Smoulder asks, trying to avoid making eye contact.

“Well if it is solely just a physical attraction, it could just mainly be lust which means you just want to get in their pants,” Starlight explains. “Any other questions?” Starlight asks, to which she spends the next half an hour answering each and everycreature’s questions. “Well now that is all, I hope that provided some insightful knowledge and can clarify that no creature should be embarrassed by these changes,” Starlight says as the bell rings, the creatures soon take off heading to lunch.

However, after leaving the classroom Smolder can’t help but notice all the creatures and their bodies. Whether it’s Ocellus’ big juicy tiddies that hang from her chest or Silverstream’s bubbly butt, she just can’t help but notice these things and it makes it even harder not to act on these instincts or stare longingly. And after this sex ed class, she now is only even more eager to act on these urges, and she may have a way to do so.

Ocellus, Silverstream and Smolder sit down at a table, as they all begin to chow down.

“So what did you guys think of the sex education class?” Ocellus asks her lunch companions.

“It was super interesting, right up there with when I saw stairs for the first time!” Silverstream exclaims.

“Eh it was pretty standard,” Smolder replies, in an attempt to downplay the fact she may have caused them to having this class in the first place. “I am more excited for cheer practice after lunch,” Smolder tells them.

“That’s right we gotta work on our cheers for the upcoming game,” Ocellus remembers.

“Well hopefully you’ll guys have fun, I am gonna be in Fluttershy’s doing animal grooming!” Silverstream excitedly says.

“Ooo that sounds like fun too,” Ocellus admits.

The trio are soon joined by their other friends as they all begin to eat together, passing by the time with casual conversation about their day so far, and what is to come.

The bell rings informing all that lunch had ended, to which they all head off to their respective classes.

At cheer practice, the cheer squad comes out in their uniforms ready to practice for the upcoming Hoofball game this Saturday against Celestia’s School for the gifted. Their Bright Rays are currently undefeated and it’s a big game for the Best Buddies have to bring their A game. The cheer coach Rainbow Dash soon joins them, blowing her whistle to get their attention.

“Alright everycreature, our Buddies need some intense cheers to help them through this home game against the Rays, anycreature got any suggestions?” She asks the squad, to which Yona raises her hand.

“Yona have one, Yona have one,” Yona says jumping in place.

“Alright Yona show us what ya got,” Rainbow Dash says.

“Okay, Yona ready,” Yona says trying to psych herself up. “Two, four six, eight, they suck were great!” Yona starts before tripping and falling on her stomach.

“Well good effort Yona, but let’s stick with the basic ones we know for now,” Rainbow Dash says, as several others help Yona back up. “Alright take it from the top!” Rainbow Dash shouts blowing her whistle, as the squad start their basic cheers. Smolder helps leading them through it along with their dances, constantly rhyming about how the team is gonna win. They shake their pom poms and strut their stuff doing high kicks, somersaults and flips. They end off with them stacking up to form a pyramid before yelling ‘Go Buddies!’ Rainbow Dash blows her whistle. “Alright great work everycreature, one more time from the top!” she says before blowing her whistle again, to which they all repeat everything with a bit more oomph to it. “Alright great hustle, everycreature hit the showers,” Rainbow Dash tells them to which they all make a beeline to the locker room.

There they all get changed and this does not help Smolder in the slightest. After all it was hard enough to hold back any lewd thoughts with them all in cheer gear but now, they were all getting undressed and in the nude. Most of the girls work quickly to get out of their gear and hit the showers, others stay and chat for a bit before cleaning off and changing back into their normal outfits. Either way it was a tough pill to swallow, as Smolder tried her best not to gawk at the sweaty naked bodies of her fellow cheerleaders. Her face starts turning redder and redder, she eventually goes to a corner of the locker room to try and cool down on her own.

After some time Smolder is left alone in the locker room, with no one but herself.

“Um Smoulder, are you okay?” Ocellus asks her, she had noticed lately that Smolder has been acting a tad bit odd.

“What I’m fine, totally fine,” Smolder says, to which Ocellus is not buying at all.

“Are you sure, these past few days I’ve noticed you acting weird, and eyeing some of us oddly,” Ocellus points out. “And we had that class earlier so maybe I was thinking, you were having some of the problems Starlight mentioned,” She goes on to say getting closer to Smoulder. “So if you want to talk about, I won’t judge you or anything,” Ocellus says with a soft smile, to which Smolder looks up at her with a fully red face and grabs Ocellus’ head and draws her into a deep kiss. Ocellus gasps in surprise, she wasn’t expecting to lock lips with one of her best friends. She manages to break free panting for air, after all being a changeling and having somecreature give her some form of love felt like a rush she never felt before.

“S-sorry Ocellus, but I don’t know what is up with me,” Smolder says, making her way behind Ocellus. “It’s just lately I have been noticing how attractive you guys are,” Smolder admits, sneaking behind her and grabbing and lifting Ocellus’ breasts up. “Like how you have these totally killer knockers and how Silverstream has an ass you can bounce a bit off of,” She says still playing with Ocellus’ funbag eliciting a moan out of the candy colored bug. Leaning forward and smushing her titties against the colored bug’s back.

“I can see, well feel more than see that,” Ocellus says before another moan slips free from her lips.

“Yeah so do you mind if we… fool around a bit?” Smolder says flicking Ocellus’ nipples causing her to moan even louder.

“Uhhhh, sure but what if we get caught?” Ocellus points out worried about getting in trouble.

“Relax, no creature is gonna come through here, were perfectly fine,” Smolder says with a cocky grin as she begins to play with Ocellus’ changeling body. Her hands running through Ocellus’ massive mammaries before reaching down and grabbing a handful of that wobbly bug ass. Ocellus let’s out a yelp of surprise, allowing Smolder to feel her up, to which she wasn’t really complaining, after that sex ed class she now understands that this is all normal and it does feel good. So it should be a win win right? And wouldn’t this be the type of thing friends do? Help each other with their primal urges once in awhile? So what are friends for she supposes. Smolder continues as one hand sneaks between the changelings legs, feeling her moist slit drooling feminine juices from it, it soon is dripping off of Smoulders claws, as she raises it up to the pretty lusty bugs mouth. Ocellus licks the juices off the claw only for her breasts to seemingly grow? “Uhhhh is it just me or did your tits just get bigger?” Smoulder asks rolling one of them in her hand, hefting the newfound weight of the tiddy.

“O-oh sorry,” the shy bug apologizes. “It’s just when changelings are given love, sometimes it causes them to grow,” Ocellus explains.

“So in your case, it makes your bazongas bigger?” Smolder questions.

“Yes plus it helps with my changing my body in certain ways,” Ocellus says, turning a bright red.

“Is that so?” Smolder says turning Ocellus’ head once more and making out with her again. Wrestling with her tongue, as her hands fondle Ocellus’ honkers, reaching to grab and pinch her sensitive nipples. A burning desire being lit between the two as they continue on to see where this goes. After an intense kiss, Ocellus bends over one of the benches, presenting her glistening snatch to Smolder. To which Smolder drops to her knees and grabbing Ocellus’ hips, she blows a breath of air causing Ocellus’ legs to quiver at the hot breath from the dragoness. Smolder then digs her face into the shy bugs sex, moving her tongue to lick up all the tasty changeling juices. Ocellus moans her legs wiggle threatening to give out as her pussy squirts some juices onto Smolder’s tongue.

In the midst of the twos sexcapade the hissing of a shower is soon heard, causing the two to freeze in place. Was somecreature still here? Did they hear them? What is going on?

“W-who is that!?” Ocellus whispers to Smolder.

“I don’t know,” Smolder responds trying to keep quiet. The two slowly and quietly shuffle over to the showers to see who is in there.

As they peek around the corner, they notice the figure showering. It was Silverstream! But why is she here, she isn’t apart of the cheer squad.

A little while earlier in Fluttershy’s class…

“Alright everycreature today we will be doing some animal grooming with cats,” Fluttershy explains, passing out animal brushes and some plates of wet cat food to her class who are sat around a large wash bin filled with water. “Now it is very important to remember that while our furry friends may like to have their fur brushed, they aren’t so enthusiastic about bath time,” Fluttershy continues her explanation. “So it is important to know that after getting them in the water to maintain a firm grip or else they will get a bit skittish and-” Fluttershy says only to hear a bit of a loud clammer and to turn around and see Silverstream covered in wet cat food with her cat scampering away. “Will try to escape…” Fluttershy finishes. “Silverstream why don’t you head to the locker room and clean up okay,” Fluttershy suggests.

Silverstream, happily hums to herself washing off the cat food from her body, as Smolder and Ocellus look on, till a wicked thought crosses Smoulder’s mind.

“Psst, Ocellus think you could help with a prank?” Smolder whispers to Ocellus, before telling her what to do to pull this off. Ocellus nods in agreement as the two prepare for their shenanigans on their unsuspecting friend.

Silverstream continues to hum happily, washing the cat food out of her mane.

“Silverstream what are you doing in the locker room showers!?” a voice booms behind her causing Silverstream to turn around and gasp. It was Starlight Glimmer only thing is she has a massive melons and a footlong of a cock!

“Mrs Glimmer!? What are you doing here!? And why are you naked!? And what’s with that big dick you have!?” Silverstream questions, trying to cover herself while looking away from the naked headmare.

“That is quite simple Silverstream, this is a punishment class for anycreature caught skipping class,” Starlight informs the hippogriff before gesturing for the dragoness to join the two.

“S-Smolder!?” Silverstream shouts.

“Yes and with that, our discipline class is in session,” Starlight says with a grin. “And for this disciplinary class, I believe a more ‘hands on’ approach to our previous sex education class is just perfect,” Starlight says patting her horse donger. Silverstream gulps realizing she and Smolder are in big trouble as the pony approaches her. “First lesson will be a simple act, it’s called a titjob,” Starlight explains. “First both of you on your knees,” Starlight orders to which the duo comply, as they both were now in front of the semi erect pink pony penis. “Good work now wrap your boobies around my discipline stick,” Starlight demands, to which Silverstream gulps as her and Smolder do as told and smush their funbags against the soon to be erect cock. “Good now lube it up and start jerking me off with those cowlike tits,” Starlight booms, to which they look at each other before spitting on the rod they have sandwiched in and start moving their boobers up and down it’s length. Starlight lets out a content as she grabs one of each of the girls shoulders to thrust upwards between their knockers, trying to generate as much friction from their chest puppies, with her cock disappearing into the pillowy softness only to remerge once again to only disappear. They keep this up for a while jacking off the big pony dick using only their tits and occasionally flick the blunted tip with their tongues and kiss the shaft. “Alright girls get ready for your surprise!” Starlight informs them picking up her pace, her sack slamming and causing their boobies to wobble from the sheer force.

“W-wait what surprise?” Silverstream asks, before getting a response in the form of the throbbing member expelling it’s gooey load all over the two busty creatures melons, coating them in thick white pony jizz. Silverstream lets out a squawk as one loose jet of cum hit her in the face.

“Ahhhhh,” Starlight says patting both of the girls. “Excellent start, now for the next lesson,” Starlight says, which causes Silverstream’s eyes to narrow. She was still rock hard meaning that, their punishment isn’t over any time soon. “For our next lesson I will be trying out a certain hippogriffs cunt with my meat spear,” Starlight says rubbing her cock to maintain her rock hard state. Silverstream gulps as Starlight turns the shower on full blast, effortlessly washing all the cum off her tiddies, Silverstream gets on all fours presenting herself to Starlight while Smolder watches on, happily playing with her dragon snatch. Starlight soon lines her big mean member with the hippogriffs pink snatch and rams herself home, eliciting yet another surprised squawk from her as the young hippogriff cums, creaming all over the cock and splattering some all over Starlight’s nut sack. Starlight however presses on giving Silverstream no time to adjust or rest as she starts rutting her love canal at record speeds, her dick gliding it’s way in and out. Smolder sits aside allowing the hot water from the shower to rain on her as she masturbates to the scene, she is almost forgotten about as she watches the two go out it. Starlight gives a quick swat to Silverstream’s bouncy bottom before grabbing a handful of that ass, as it jiggles in her hand from her fucking so fiercely, with the sounds of the running shower and the constant fleshy fwap slap sounds filling the room. Starlight lets out a loud howl of pleasure before slamming herself home and discharging her nut butter into Silverstream’s hole, she redecorates it white with her cum and floods her womb full until no more can be held and it backwashes out onto her own balls coating them as well.

“Oh fuck!” Smolder cries out as she cums herself, her pussy juices squirting out onto the shower floor and straight down the drain.

“Oh fuck that was intense,” Starlight says, only it wasn’t Starlight but Ocellus turning back into her normal form but still having a dick deep in Silverstream.

“Ocellus!?” Silverstream exclaims before looking over to Smolder.

“That was a good time wasn’t it?” Smolder says with a cocky grin on her face.

“It sure was, I’m glad you talked me into it,” Ocellus responds pulling out of Silverstream and letting a cascade of cum pouring out of her.

“Will somecreature tell me what happened!” Silverstream shouts, annoyed that she was clearly tricked.

“Nothing big just another lesson in friendship is all,” Smolder says pulling them all into a group hug.