Hot for Teacher

by AzureDreamer

Rating: mature
Tags: Fetish, Sex, Anthro, Slice of Life, My Little Pony: Friendship is Magic, Original Character, Porn
Length: 6315

Lidia helps a struggling student deal with distractions by giving him a titfuck

Windy Wimple has a problem. He's attending Smart Cookie Preparatory School, one of the most prestigious (and expensive) educational institutions in Equestria. And he's failing miserably. Not for lack of effort, or for lack of ability, but for lack of focus. Try as he might, Wimpy just can't concentrate on learning because his homeroom teacher Lidia's gigantic donkey tits are all he can think about. Fortunately for Wimpy, Lidia's dealt with this before and knows an easy solution.

Or maybe not so fortunately for Wimpy after all. He's still not entirely sure.

WARNING! CONTAINS ANTHROS, RIDICULOUSLY LARGE TIDDIES, LACTATION, BIG DICK, HETEROSEXUAL SEX, AND HONESTLY NOT THAT MUCH WEIRD STUFF RELATIVELY SPEAKING

cover art by Kevinsano.

This story was a patreon reward for Hyperstorm_H, who also owns Lidia! If you liked it, consider donating so I can afford to keep writing!

Published 2020-03-30 04:10:02 UTC
Last updated 2020-03-30 04:10:02 UTC

Tits and Ass

Smart Cookie Preparatory School wasn’t the most prestigious school in Canterlot, but that was mostly because Celestia’s School for Gifted Unicorns provided stiff competition by virtue of being Celestia’s School for Gifted Unicorns. Taking that into account, being the second most renowned private learning institute in Canterlot wasn’t that bad, especially when you also factored in that CSGU was a very specialized institute, while Smart Cookie Prep School was a general learning institution.Their teachers were skilled, their students got good grades, and their alumni got well paying jobs. Which really was all a school needed to do. And Smart Cookie Prep School did all of that well enough that ponies from around the world were willing to pay a lot of money to go there.

Which was really the core issue. Attending Smart Cookie wasn’t a cheap endeavour. Getting poor grades was akin to taking out a mortgage, using that to buy a yacht, and then purposefully running it aground and then setting it on fire. It wasn’t just a waste of money, it was a waste of money that would leave you in crippling debt with nothing to show for it. And it would be entirely your own fucking fault, too!

Which was the situation that Windy Wimple (Wimpy to his friends) found himself in currently. His highest grades were Ds, and if he was brutally honest with himself the vast majority were well bellow Ds. He was struggling, and it was only his first year of at least four in the post-secondary program. And, as established, the fact that he was struggling was bad because he spent a lot of money to attend this particular school. Crippling student loan debt was a bit of a universal constant, unfortunately, even in Equestria. But the fact that he was in crippling debt in order to get Fs was insult to injury. And it was entirely his fault.

Well, mostly his fault. Not entirely. He was getting failing grades, yes. But that wasn’t because he was stupid (he’d passed the tests to get into the damn school in the first place, after all), nor was it for lack of effort on his part. The problem was that, well, there were extenuating circumstances. Outside forces beyond his control that left him unable to properly concentrate. His mind was elsewhere, twenty four hours a day and seven days a week. There were... distractions. And not the kind of distractions that a teacher might understand or that might go away eventually. It wasn’t problems at home or a dead pet or relative or something. No, Wimpy’s problem was a bit more... fundamentally impossible to deal with in a tactful or expedient manner.

The distraction’s name was Lidia, and she was his homeroom teacher. And, to be more specific, the distraction was Lidia’s absolutely massive fucking tits.

She was a donkey, born in Maredrid but spoke English fluently and as a result had just enough of a Hayspanic accent that it was sexy as fuck. The cherry on the impossibly large breasts sundae. She wore half moon shaped glasses that would probably have done a good job of drawing attention to her pretty brown eyes were she not so egregiously endowed. She tended towards tight black miniskirts that hugged her ample hips tightly, though it was often difficult to see them because her gigantic jugs got in the way. Currently she was wearing a pink pinstripe blouse that, on any other mare, would have fit like a fucking circus tent, but on Lidia seemed to be significantly undersized. The aforementioned pinstripes were stretched and distended and distorted by her milksacks and honestly the combined effect only served to draw even more attention to them, as did her little purple necktie thingie he didn’t know what it was called. Everything about her seemed to draw attention to them, evidenced by the fact that he kept bringing them up in his description of her. Which was the crux of the matter. Every single day, whenever he came into class, the first thing he saw was a sexy donkey lady with tits bigger than some of his classmates. Was it any wonder he was distracted?

Of course, right now she was in the process of lecturing him about his failing grades, so it probably wasn’t the best time to be staring at her sweater puppies. “I want to make it perfectly clear that I don’t want you to fail, young man,” she said, her voice cold and sharp – just about the only thing about her that was anything other than delightfully soft. “Ideally, all of my students would be succeeding. But I can’t give you good grades if you don’t earn them. Do you understand?”

“Yes, ma’am,” Wimpy said. His response was more of a reflex than an actual conscious response. He was sort of listening to what she had to say, but most of his attention was on the elephant in the room. He pressed his back firmly against his chair, in order to prevent his wings from betraying his current emotional state. Likewise, his hands were firmly pressed into his lap in a mostly futile attempt to hold back the inevitable catastrophic boner.

“Are you actually listening to what I’m saying?”

“Yes, ma’am.”

“I find that doubtful,” Lidia said, her voice dripping with ice. “Why don’t you repeat to me what I said to you, then?”

“U-um, something about not wanting me to fail?” he responded.

“So you were paying at least enough attention to get the basic gist, then. And after that?”

“Um.” Wimpy’s mind drew an absolute blank. It wasn’t that he’d not been listening – well, okay, yes it was, but even factoring that in, he should have been able to figure out what she said next by context alone. But, once again, it was incredibly difficult for him as a red-blooded stallion to think about anything other than Lidia’s knockers.

The silence resulted in Lidia’s frown deepening. “I think I’m beginning to understand the problem,” she said, slowly standing up. She walked over to the classroom’s door, turned the lock, and lowered the blinds. “Luckily for you, the solution is immediately obvious.”

“Um?”

“Stand up. Hands at your side. Now, please, young man, I do in fact have other things I need to do today.”

“O-oh, um. Okay. R-right away, ma’am.” Wimpy did not particularly relish following Lidia’s orders, or at least not in this particular case. But, well, he’d have to eventually, and he didn’t wanna get in more trouble than he was already in. Slowly, shaking slightly with nervousness, he stood up.

Wimpy, as his name suggested, was not the manliest of stallions. He was skinny and weedy and short – Lidia was taller than him by a good half foot. He’d never been particularly muscular, either, built more like a scarecrow than a pegasus. He at least had a decent wingspan, evidenced by his wings snapping out, twitching and fluttering slightly as his arousal caused him to lose fine motor control. The proverbial wing boner, as it was colloquially called, was something that every winged species had to deal with.

The other thing about his body that was big was his cock. Not just decent, but enormous. The bulge in his otherwise loose-fitting pants was bigger than his head, and he wasn’t even fully hard yet – though not for lack of trying, considering that once again Lidia’s boobs were very big. He could already feel it pulsing to life as blood flowed downwards, straining against his pants and staining his underwear slightly with precum.

“That confirms it then,” Lidia said with a sigh. “I shouldn’t really be surprised. You wouldn’t be the only stallion I’ve taught whose grades slipped across the board because they were too busy thinking with their malehood to properly study.”

“S-sorry, ma’am, it’s just-”

“No need to apologize. Now that the problem has been identified, it should be easily solved.”

“It is?”

“Your grades are slipping because you’re distracted, no? Then clearly the distraction must be removed.”

“Oh,” Wimpy said, deflating slightly as he realized exactly where this conversation was going. “I, um, I guess this means I’m changing homerooms?”

“Not a viable option, I’m afraid,” Lidia said, shaking her head. “I’m still the head teacher and you would still have to attend my Hayspanic course. There isn’t any way to prevent you from seeing me every day. And even disregarding that, the only teacher with any free space in her class at the moment would be Lynette, who would present the exact same problem as I. No, I’ve got a more... hands on solution in mind.”

“Huh?”

“Sit on your desk, please.”

“O-oh, okay,” Wimpy said, once again doing what he was told because he was already in enough trouble without disobeying a direct order. Lidia nodded once more, before striding her way towards him from her position by the door. She reached down as she walked, grabbing the hem of her blouse and unceremoniously pulling it up and off in one fluid motion. “W-what?! What are you doi-”

“Like I said,” Lidia interrupted him as she began removing her bra with a similarly practised motion. “You’re not the first stallion I’ve taught who’s been too focused on my tits to study. You’re likely not even the tenth. In my extensive experience, the best way to rid you of that distraction is to let you... experience them up close.”

“Wha-” was all Wimpy managed before Lidia casually tossed her pink bra at his face. And most of the rest of him, to be honest; it was very big, as established. Each cup could probably be used as a half-decent boat for foals. And it smelled nice, too. Sweet, slightly floral, and a few hints of... something, though he couldn’t put his finger on what. But whatever it was, it was nice. He took a moment to just revel in the scent, but only a moment before he remembered that the fact that her bra was on his face meant that Lidia’s tits were bared for all to see, and right now “all” meant him specifically. Immediately upon having that revelation, Wimpy frantically tossed the enormous expanse of pink fabric aside.

Freed from their fabric prison, Lidia’s tits seemed even fucking bigger, as though that were even possible. They hung heavily, though not too heavily. They were the exact perfect balance of natural heft without being saggy, but even then they still almost reached her god damn knees. He kept on fishing for more adequate descriptors, but ultimately his mind just kept falling back to ‘big’, over and over. It wasn’t like it was wrong, of course. But somehow that word on its own didn’t manage to accurately capture their scope.

“They’re, um. Very nice,” he said after a moment of thought. More of a strained croak that roughly approximated words, really. His mouth felt very dry all of a sudden. “Very large.”

His lack of eloquence earned him a somewhat unimpressed glare from Lidia. “I am acutely aware of their size, young man,” she responded tersely. Her tone was still harsh and icy cold, but... honestly that was kinda hot. Especially factoring in the bare breasts, which his mind kept coming back to – so nothing unusual there.

“As I said before,” Lidia said, blissfully unaware of his internal monologue. “The cause of your poor grades is a preoccupation with my breasts. So, in order to improve your grades, we need to remove that preoccupation. And the easiest way to do that, in my experience, is to give you your fill of them. Up close and personal. Until you’ve had more than enough boob to last a lifetime, and then a little bit more just to be sure.”

“Oh.”

“Now, we’re going to be getting very messy today, so I want you to remove your uniform before we get started.”

“Y-yes’m,” Wimpy muttered as he began to unbutton his blazer.

Lidia’s expression softened somewhat. “Don’t be nervous,” she said, her voice likewise a bit more gentle. “You’re still technically in trouble, but I promise you that this is the fun bit.”

It was really weird for being in trouble to have a fun bit, if he was honest, but whatever. He was currently more concerned with awkwardly fumbling out of his clothes. His wings, still very much in wingboner mode, made getting his blazer off unreasonably difficult, even before factoring in the crippling arousal. His fingers fumbled with the buttons, and even once he got past that point they fumbled with the simple knot on his tie, only seeming to make it tighter. And he’d still not gotten to his shirt yet, which had its own set of buttons to undo before also getting it over his wingboner.

“Would you like a hand with that?”

Wimpy blushed. “U-um, yes’m. Sorry.”

“Don’t be sorry. You’re just excited. Lots of excess nervous energy you need to burn off. Which is what we’re here for.” She closed the admittedly not that vast distance between them in a few easy strides. And oh Celestia, this close her tits seemed somehow even bigger. It didn’t help that, factoring in their relative heights and the fact that he was sitting down (even factoring in that his desk was higher than a chair would be), her breasts were almost at eye level and inches away from his face.

Somehow his mouth managed to defy the odds and get even drier.

Lidia, for her part, didn’t slow down. If she noticed the effect she was having on him, she did an admirable job of hiding that fact. She leaned in close, and as a result her boobs were now actually touching him, which very nearly was enough to outright set him off right then and there. It took an astounding amount of willpower not to cum, willpower he was shocked to realize he even had – and he was fairly sure he could likely not last for very much longer. Though, again, Lidia barely seemed to notice the fact that he was literally on the verge of orgasm, instead intensely focusing on removing his tie.

On very, very slowly removing his tie. He was almost certain that he could have gotten it off by now, even factoring in his arousal-induced lack of manual dexterity. His hips wiggled beneath the heft of her tits – they would have been thrusting but her boobs made that impossible.

“There’s your tie~” she cooed, before beginning to unbutton his shirt. Like his tie, she moved agonizingly slowly, and pressed her body even more firmly against his as she did so. The only real barrier between her boobs and him, aside from his shirt, were her arms – slipped in between her boobs to remove each button one at a time, lower and lower and lower on his body until she reached the bottom. Quickly untucking his shirt from his pants, she moved her hands upwards again and removed it along with his blazer and tie in one fell swoop.

Doing so also somehow managed to pull her in even fucking closer to him. Her face almost literally touching his.

And then, as she placed one hand on the back of his head, her face did touch his.

Lidia was, it turned out, an excellent kisser. Though, really, to the surprise of no one, Wimpy was violently a virgin, and so this was his only experience with kissing a mare other than his own mother. And his only experience period kissing a mare like this. He didn’t really have a frame of reference for comparison, but it certainly felt good. That might have been her fat tits pressing against his body, though. Or the way her other hand had, while he was distracted by makeouts, made its way into his pants and gotten a firm grasp on his cock.

Lidia broke the kiss, drawing a pitiful moan from the weedy young stallion. She leaned into his ear and spoke very softly. “Feels like someone’s just about to blow. Mmm, that’d be a waste, though, don’t you think? Try and hold it in for just a little bit, I wanna taste you.”

“Y-yes’m.” There was something almost supernatural about how Lidia told him not to cum and he didn’t, in spite of the sensation of her bare breasts against his fur or her hand on his cock. There likely wasn’t magic involved, or at least he was fairly sure. He didn’t really know much about the nuances of what donkeys could do with magic. It just wasn’t the kind of thing that got taught in school. But he was pretty sure they were mostly on the level of earth ponies. Almost entirely passive – though, on the other hoof, he’d heard stories about the tricks that earth pony magic could pull off in the bedroom in the right hands. And magic orgasm denial wasn’t too far fetched in that context. Though, on the other other hoof, he was making a lot of assumptions.

Regardless of whether she could use magic or not, Lidia pulled away from his body and took a few steps back. “I assume you don’t need my help to remove your pants, young man?”

“N-no, ma’am,” Wimpy said. He got the impression that was the correct answer in this context. Thankfully, removing his pants wasn’t really difficult. He could manage to undo one button, and from there they honestly practically took themselves off. Gravity did most of the work, he just had to awkwardly kick them off at the end. That left him only in his boxers.

His very, very overstuffed boxers.

Wimpy had, as stated, always been kind of scrawny. Extremely scrawny, really. Short and weedy, like a stick figure. Even his admittedly impressive wingspan was really only the wingspan. They didn’t have much in the way of muscle backing them up. He was small, in just about every meaningful way a stallion could be small. Except for his giant fucking cock.

He was, by this point, fully erect. His dark brown length, too big for his boxers to even hope to contain, had slid its way down and out along his left leg. And out and out. He’d heard the phrase third leg used to describe exceptionally large cocks before, but his was quite literally comparable to his legs in terms of both length and girth. Just exactly long enough for him to be able to give himself a blowjob if he wanted.

Which he didn’t, of course. That’d be gay.

Well, okay, he’d tried it out a few times. Who wouldn’t if they could? In the end, he wasn’t really sure how he felt about it. On the one hand, it had felt pretty good. He could only imagine a proper blowjob from another person would feel even better. And it hadn’t tasted particularly bad, either, which he’d not been expecting. Kinda salty, kinda sweet, kinda bitter. He had thought cum was supposed to taste nasty, but honestly it tasted kinda good. Not great, not something he’d actively seek out and consume more of. But decidedly not bad. Which was kind of the other side of the equation. He wasn’t really comfortable with the fact that he kinda liked the taste of cum because, again; kinda gay.

Of course right now he wasn’t the one who was gonna be sucking a dick. His shaft throbbed in anticipation, leaking thick spurts of precum onto the floor and straining against his boxers. “Seems you’re more than ready,” Lidia cooed. “Why don’t you take your boxers off for me? Or would you rather I do that for you, too?” Wimpy opened his mouth to respond, only to fail miserably. All he managed was a strained croak followed by a low groan. “I’ll take that as you not being able to do it yourself.”

Once again, Wimpy didn’t manage a response. He found himself very thoroughly rendered nonverbal by the sheer overwhelming nature of the situation he found himself in. It wasn’t unreasonable, he supposed, but it did kind of make him look a bit pathetic, completely lacking the ability to even try to take some amount of initiative. Hopefully that’d change sometime soon, but in the meantime he just settled on enjoying the sensation of Lidia’s fingers gently pressing into his hips, sliding under the waistband and sloooowly pulling his boxers down. Like with his tie and shirt, she seemed more interested in teasing him than actually getting to the good bit. Not that he really minded all that much, although this time was decidedly more dangerous than the tie had been. Instead of just pressing her boobs up against his chest, the nature of what she was doing left them pressed up against... Well, that should be obvious.

God her nipples were fuckin’ huge. He had already known that, even before she took her shirt off – her clothing had never exactly done the best job of hiding them. But there was a difference between seeing fist-sized lumps underneath her blouse and feeling one of them press up against his dick. He bit his lip and let out a slow, hissing breath as he desperately tried to hold back his climax.

His efforts turned out to have been futile when Lidia, with a sly smirk, gave his shaft a kiss. All of his remaining willpower, which wasn’t much in the first place, crumbled into dust. His balls twitched, the base of his shaft swelled, and that swell travelled down its length to erupt thick gouts of cum all over the floor in a series of copious spurts.

“Oh. Darn,” Lidia said, though her tone of voice made him question how upset she actually was.

“S-sorry, ma’am,” Wimpy muttered, embarrassed at how quickly he’d finished.

“Oh, don’t worry. You lasted admirably long, for a virgin.”

“Yeah, but-”

“I said not to worry,” Lidia said, quickly removing his boxers the rest of the way before unceremoniously discarding them.

“But I haven’t even gotten to touch them yet,” Wimpy whined, the haze of afterglow resulting in his mind not quite registering that she’d finished undressing him.”

“We’re not done yet, young man,” Lidia said, standing up and walking over to her desk. “After all, the whole point of this exercise is for you to get the fill of my breasts, no? It would defeat the purpose if I allowed you to finish so soon.” She quickly rifled through her desk before pulling out a small glass bottle filled with a translucent, sky blue fluid. “Here, drink this.”

“Okay,” Wimpy said as she handed it to him. “What is it?”

“Drink it,” Lidia ordered. “The whole thing, please.”

“Yes’m.” The potion, whatever it was, tasted pretty good. Slightly sweet and slightly tart but mostly of nothing, kind of like watermelon. That was good – in his experience, potions tended to taste awful, so it tasting kind of nice and kind of nothing meant that drinking the whole thing was fairly easy. “B-but, uh, seriously, what is it?”

“Just a simple concoction a colleague came up with. Nothing too outlandish, I promise you.”

“Okay,” Wimpy replied tentatively, noting that Lidia still hadn’t told him what it did.

“Now,” Lidia said, clearly deciding to forego a more detailed explanation entirely. “I believe we were just about to get to the good bit, no?”

“Um?”

Lidia didn’t respond to the implied question, instead grabbing Wimpy by the back of his head and unceremoniously shoving his face into a fat nipple.

“Suck,” she ordered. And, once again, Wimpy found himself completely helpless to do anything other than obey. Though, honestly, he probably woulda sucked regardless of whether ordered to or not, so it didn’t really count he didn’t think. He opened his mouth and took as much of Lidia’s nipple as he was physically capable of. Which actually wasn’t very much. Lidia’s nipples were, as established, very big, just like the rest of her breasts. Still, he wasn’t going to let that deter him. He opened his mouth as wide as he could and pressed his face into titflesh as firmly and deeply as he could, sucking eagerly.

And was, surprisingly, rewarded with something thick and rich and creamy flowing down his throat. Milk? Yeah okay sure, he wasn’t gonna question it. He was well past the point of asking questions at this point, to be perfectly honest. It was easier and sexier to just go with the flow. And so go with the flow he did, only pausing just long enough to take a deep breath through his nose before shoving his face even deeper into boob.

And, as he did so, he felt something stirring in the pit of his stomach. A familiar heat that quickly spread its way outwards. A stirring that really probably shouldn’t have been possible given how recently he’d came. But, well, he couldn’t argue with the physical evidence. Refractory period be damned, he could feel his cock pulsing back to life with a fuckin’ vengeance. Twitching and throbbing back to full erection in record time, without even any real direct stimulation. Or at least, no direct stimulation at first. As his cock slowly but inevitably stirred to life, he could feel his flared head start to prod at the underside of a tit in short order, prompting a low groan that was mostly muffled by nipple.

“Ah, there we go. Looks like the potion’s kicked in.” Well, that answered one question at least. Wimpy didn’t have the presence of mind to dwell on it, of course, because once again his cock was touching boob. “I think that’s a good cue for us to move past the foreplay, then.”

The transition was smooth, quick, and elegant. Effortless. The exact bare minimum amount of motion required on her part to transition from breastfeeding to titfucking. And then once she reached the point where she was titfucking him she slowed right the fuck back down, returning to the earlier slow teasing. It didn’t really make that much of a difference, though – in spite of having just coated the floor in a nice thick layer of cum, Wimpy already felt himself on the verge of a second climax. That same sensation of tightness at the base of his shaft, a building pressure as he barrelled headlong towards release. He was a bit disappointed about that fact, honestly. He’d already cum once, and the fact that he had anything more in him at all so soon was in and of itself a miracle. He very much doubted that, if he were to cum now, he would be able to cum again over the course of whatever the fuck this was, potion or no.

And besides that he really wanted the titfuck to keep on going. The last thing he wanted in this situation was to cum too soon and end up getting less time with Lidia’s boobs. Of course, he didn’t exactly have much say in the matter. He did his best to hold back the oncoming freight train, but there was only so much he was physically capable of doing against his body’s natural reaction to being titfucked by tits that, as had been thoroughly established by this point, were very large. That freight train was going to come crashing through the station and there wasn’t really anything he could do to stop it besides try and ignore the titfuck, which was the exact opposite of what he wanted to do right now.

Though, on the other hoof, now that he thought of it, there was that potion from earlier. Instinct told him that he only had so much cum in him, but then again instinct had also told him that he was done the first time he’d climaxed. And yet here he was, dick hard as diamond and ready to cum again. He’d never been all that good with magic anyway, so it was probably not the best idea to make concrete assumptions about how the magic potion he just drank worked one way or the other. Besides which, this wasn’t just casual sex. Lidia was specifically trying to give him his fill of her boobs. So if he did cum early Lidia would just have to titfuck him again later – something that Wimpy classified as a win, frankly.

Regardless, whether this was his last climax of the day or if they were just gonna keep going and going, he might as well enjoy himself.

An eager grin spread across his face as he finally decided to take charge, if only a little bit. He did not, of course, have any idea what he was doing. But it couldn’t be that hard, right? Hell, Lidia was really doing most of the work. All he really had to do was put his hands on hers and squeeze a bit. The rest was just letting his hips do the thrusting that they were already reflexively doing anyway. Climax would come naturally after that, considering the overwhelming friction of tit rubbing against cock.

“Fffffuck,” he hissed as he felt that tightness at the base of his cock get a whole lot tighter.

“It’s okay,” Lidia responded gently. “That potion you drank has temporarily turned off your refractory period.”

“O-oh...”

“Cum as much as you want to. We’ve got aaaaaall evening~”

Once again, Wimpy didn’t really have much say in the matter one way or another. That freight train was gonna do its thing regardless of whether Lidia told it to do its thing or not. The base of his shaft thickened with a big ol’ bulge of cum that slowly made its way up his length, followed by several others. Very, very slowly – the time it took for the first bulge to travel from the base to the shaft was juuuuust long enough for Lidia to open her mouth nice and wide and take about as much of him as she was physically capable of taking. Exactly in time to swallow most of his second climax. Or most of it at least. His load was quite copious, and also she didn’t seem to be putting too much effort into swallowing the whole thing. He didn’t really mind all that much because the way his load escaped from the edges of her mouth and painted her face and tits white was really fucking hot.

This would, normally, be the part where things slowed back down for a bit. Or at least that’s what Wimpy assumed from his admittedly limited knowledge of sex. Every porn he’d watched tended to follow the same general flow of events. Foreplay (which was what the undressing was), then A Sex, then either it was over or else it slowed down a bit before The Next Sex. Presumably to give the viewer time to recuperate in between their own orgasms.

Of course, Lidia had pointedly given him a potion that turned off his refractory periods. And she was very clearly not in the mood to slow down. If anything, she had started to speed up. No more slow teasing, she was moving her tits and sucking his cock about as vigorously as was physically possible considering their respective sizes. His climax was still going when he felt the next one building right behind it. Like another, significantly bigger freight train, equally out of control, careening after the first one at full speed. A heat, a tightness. It was weird and alien – you weren’t supposed to cum again before you’d finished cumming. That wasn’t a thing that happened, or at least not to stallions. He attempted to keep a grip on Lidia’s tits, but ultimately just couldn’t muster the strength. His arms fell to his side and he collapsed backwards, lying across several desks and weakly thrusting his hips into Lidia’s ample mounds. The larger mare shifted her position, lifting herself up and onto the desks herself. Lying on top of him, practically completely enveloping his body with her boobs. Her flesh tightly hugged his every contour, like he was being shrinkwrapped by milky tits. Celestia, she smelled fuckin’ nice.

Not that he could really manage to focus on her smell. Or on anything other than how exceptionally tightly his cock was being squeezed. He came, and then he came again, and again for good measure. Climax after climax in quick succession, to the point where there stopped being distinct orgasms at all. Lidia effortlessly milked out impossible volumes of semen from him with almost no effort on her part at all. He couldn’t move, couldn’t think, could barely breathe. All he could do was cum and cum and cum, for what felt like hours. For all he knew, it was hours.

Eventually he felt the pressure release, if only somewhat, and his shaft was free to spring upwards before falling back against Lidia’s ass. It was still rock hard, and honestly he’d not really finished his most recent climax (he’d long since lost count of how many times he’d cum). His vision was blurry and dark, even discounting that honestly his face was probably still buried in Lidia’s tits. “That-” he grunted, after taking a moment to work up the energy to say anything, and even then his voice was muffled by milksack. “That... That was-”

“That, young man,” Lidia interrupted. “Was foreplay.”

“What?”

“Oh? Did you think we were finished, perhaps?” Lidia cooed gently. Wimpy could feel her weight shifting, her body pivoting as she lifted her hips in the air. “Oh, goodness, no. It’s only been two hours. That’s not going to be nearly enough playtime to get you good and sick and tired of my boobs, not by a long shot.” She grinned. He couldn’t see it, but he could hear it, just like he could feel her tail wrapping around his meat to hold it steady. “Besides, you haven’t even gotten to put it in me yet. That simply won’t do~”

“What?”

“Shut up and fill me.”

Lidia’s hips came crashing down right on top of Wimpy’s shaft, taking the entire god damn thing in one go. It was, somewhat unsurprisingly, significantly tighter than her tits had been. Like a religious experience. Revelatory. Mindblowing. Nothing compared to it, and nothing could compare to it. Though admittedly that was probably the extreme arousal talking. The instant her hips collided with his, he came. Copiously. Lidia, once again, didn’t bother to wait for him to finish before sloooooowly lifting her hips up, up, up. Just enough for him to still be inside her, if only technically, before sending them crashing back down. Of course he came again when she did so, and of course she immediately did it again. More and more, faster and faster, any semblance of rhythm devolving into wild, unrestrained fucking.

“There’s about four more hours left until the potion wears off,” Lidia said eagerly, in between thrusts. “We’re not stopping until it does.”

It was, Wimpy realized, going to be a very long afternoon.

Smart Cookie Preparatory School was, discounting the academy literally named after and run by Princess Celestia herself, the most prestigious educational establishment in Canterlot. And probably the most prestigious educational establishment in Equestria. It was a big deal. Doing well in Smart Cookie Preparatory, especially the post secondary program which was really not preparatory anymore but whatever, required a very specific mixture of hard work, natural talent, and focus.

And boy fucking howdy had Windy Wimple been having a hard fucking time concentrating lately.

He stared glumly at his latest exam, and at the big fuckin’ red F in a circle at the top, right beside a score of 20/100. Lidia and her tits loomed over him. Clearly she wasn’t going to be giving him good grades just because he’d given her a good dicking. Or several good dickings. Hundreds of them on a daily basis, during the times when he really probably should have been studying. And, of course, every session left him completely and utterly drained. He couldn’t study even if he wanted to, and at this point he very much did.Not that he was going to say that to her face, he wasn’t suicidal. “Sorry,” he said instead.

Lidia sighed, disappointed. “Well,” she said, voice cold and stern. “I can see we’re going to have to work even harder to get you concentrating on your studies. See me in my office after class, we’re going to... discuss a high-intensity study plan. Likely it will take the entire weekend.” Her voice was still cold, but there was... something about it. A hunger that was reflected in the way she looked at him, surreptitiously licking her lips. “I’ll also be bringing some colleagues who want a t- that is, who want to help get your grades up as well. Make sure to drink plenty of fluids in between now and then.”

“Yes’m,” Wimpy replied sheepishly. A part of him was instinctively excited at the thought of even more sexy mares giving him personal attention – Lidia was hardly the only attractive and egregiously endowed mare on the faculty. But a much, much larger part of him was apprehensive. After all, Lidia on her own was already overwhelming. He swallowed heavily at the prospect of two or three or god forbid more Lidias at once. Drink plenty of fluids indeed.

“Good. I’ll see you then.” With that, she turned and left, and he watched her go, hips wiggling and tits jiggling all the way. He swallowed heavily, trying desperately to force down his intensely mixed feelings and failing miserably.

At least, he mused, she had been right about one thing. He’d had more than enough boobs to last him a lifetime. And there was more where that came from. Much, much more.