The Surprise Closet

by Deus Foalt

Rating: mature
Tags: Fetish, Other, Starlight Glimmer, Sex, Profanity, Porn, My Little Pony: Friendship is Magic
Length: 23230

Rainbow Harmony’s the new mid-year transfer student. She has a map that’s woefully out of date. She stumbles into the wrong place. Lewd hijinks ensue, and then continue to ensue.

Being the new filly at Friendship School is always rough. Being the new filly at Friendship School who joined halfway through the school year is even rougher. Rainbow Harmony is both of those things, and perhaps what’s roughest of all is that while she brought the map she was sent by mail (just in case!), it seems to be so outdated she might as well not have used it at all. She ends up stumbling into somewhere she shouldn’t be, and, well…

Her first day at school quickly becomes something to remember for a multitude of reasons. One is some impromptu sex education. But another is finding something besides all of this sex stuff that she never expected to find.

General story-wide tags: Foalcon, light BDSM elements, F/F lesbian sexytimes. Expand for chapter-specific tags.

Ch. 1 Tags: Tentacles, (initial) reluctance, being restrained, anal, aphrodisiac, (double) All The Way Through penetration (end to end), substantial edging and orgasm denial, squirting filly, closets, the taste of something that is almost, but not quite, entirely unlike grape, Jeffrey, and crappy cartography.

Ch. 2 Tags: Cunnilingus, aphrodisiac after-effects, sex vocab lessons, slight teasing/denial, begging, magical restraining, cunning linguistics, the alphabet, cliffhanger chapter break

Ch. 3 Tags: Cunnilingus, magic and horn shenanigans, frizzy hair, sex/relationship discussions, s o c i e t y, devious additional sex planning

Ch. 4 Tags: Magical tentacles, anal, begging, denial, 'good girl', power play, the end of that aphrodisiac stuff, finally getting the correct map, attempted wholesomeness, sequel hook

This story doesn't really have a defined place in the canonical timeline. Take it as you will in whatever context you wish, knowing this. I'm also pretty sure the School of Friendship doesn't actually have any teachers' lounges...or periods, or bells...but then neither does it have...the sort of things in this story. So. Yeah.

Proofreading & about 50% of creative inspiration by LilSlipsy! Full cover art by Pvryohei, which can also be found on Derpibooru in its full version. 2372098

Published 2020-06-11 18:30:01 UTC
Last updated 2020-06-11 18:30:01 UTC

The Surprise Closet

“No...no, but I took a left...why am I…”

Rainbow Harmony groaned uneasily before folding up her map, stashing it hurriedly in her saddlebags. She glanced quickly around, but all the crystalline hallways looked the same to her. Why couldn’t she have transferred to a school that wasn’t so confusingly laid out? Granted, there weren’t any other friendship schools, especially none accepting students mid-year, but...the map they’d given her to find her classes was woefully inadequate. It didn’t even seem to have any of the same numbers that were on her schedule. Now she was ten minutes late to her first lesson, and that was not a good look. She couldn’t even ask for help – everypony else was in class and nopony was in the halls to ask for directions. What was a young, lost filly to do?

Okay...breathe. The young pegasus inhaled deeply, doing her best to calm her wings’ nervous fluttering. It was her first day at this school; surely her teachers would forgive her for getting lost. It happened to everyone at some point, right? All she had to do was get going, maybe even poke her head into a door and just ask. Nopony ever really did any important teaching in first period, right? She’d just be asking how to get to her class anyway. It wasn’t perfect, but it was a plan.

Her hoofsteps echoed through the hall as she casually trotted up to the nearest door in the hallway she’d stopped in, glancing up at its number to hopefully use for reference if needed: 001-T. This one had a number and a letter, apparently. No matter; she didn’t plan on staying anyway. After pausing briefly to gather her thoughts, she pushed on the door and peeked around the corner cautiously.

“Hello…?”

Harmony’s eyes caught up with her mouth, and she realized that the room was empty. Her stomach sank as no matter how many times she combed the room, no ponies or otherwise appeared before her eyes. All she could see were tables, chairs, a bunch of school supplies, a closet, a coffee maker, and a fridge. Of all the rooms she could have found, she found the one with nopony in it? Heck, she'd even managed to find a room that wasn't even a classroom, just an empty teachers' lounge. Ugh, just my luck. I can’t ask the supplies closet for – wait, what?

The young filly paused mid-internal rant, before cocking her head and stepping into the room proper. Something about the closet did seem interesting after all. The door was made of a pretty kind of wood, painted a nice shade of pink with ornate swirls of white on it; far nicer than most closets usually looked. But, now that she stepped closer to read the plain piece of paper taped to the door, it said something else than what she’d thought when seeing it all the way back at the entrance. It wasn’t a supplies closet, it was a…

“...surprise closet?”

Now her interest was truly piqued. There were always rumors at her old school about how the teachers would party in their lounges when nopony else was around, with all sorts of neat stuff that was forbidden to students. While she was still very late for class and should probably have just left well enough alone, now she had to investigate. The rumors had always been unbelievable, but here she was, staring at a surprise closet, with no teachers around to stop her. Surely she could just look and then try to stumble her way into class, right? Nopony would ever know.

Despite any protests her conscience otherwise might have had, Rainbow Harmony soon found herself on her hind legs, stretching as far as she could to get to the handle. No wonder this was in the teachers’ lounge; she couldn’t even reach it! Maybe if she stretched even more, fluttering her wings for that extra height...just a little...bit...more…!

Ha! Got it!

Time slowed to a halt as she wiggled her forehoof around the handle, before falling back and tugging. It took a little effort to open the door, seeing as it was unexpectedly heavy, but soon she was rewarded with the slow creaking of worn-out hinges as the contents of the surprise closet were revealed. This was it; this was the stuff of legend that’d make her lots of friends! She’d be so popular and cool, right after she told them what was in this secret closet:

“Nothing?!”

Nothing. Not even shelves to put supplies on. At least, not as far as she could tell. The lighting from the lounge didn’t seem to spill too far in, and stopped halfway, almost as if the back of the closet was absorbing the light. All she saw was the rough, unfinished wooden flooring, and some weird metal bar things in between a gap in the wood, which only led to more darkness. There had to be something else here, though...right? In fact, if she squinted hard enough, there was...something shiny further back in the darkness. Maybe they just hid the good stuff deep inside?

After glancing briefly around to make sure she was still alone – she was, and the door leading into the lounge was neatly shut so as not to suggest her presence – she hopped into the closet. The inside flooring was coarse and prickly on her hooves. The air was ever so slightly musty and unpleasant. But she pushed forward, sinking deeper into the darkness as she moved towards the glint of light. Her vision was far from adjusted to the darkness in this half of the closet, but as she finally made it to the far end of the room, she could see that it was...just a shiny key, with the word “SPARE” engraved on it. Great. There was just a spare key? What a lame surprise.

But as soon as she started back towards the door, resolving that there really wasn’t anything worth discussing with anyone, she quickly experienced a much bigger surprise, if not the one she’d been looking for – the door swung shut, creaking loudly as it slammed back into place. Darkness became Rainbow Harmony’s world in an instant, lit only by a single pathetic shaft of light coming from under the door. She felt her heart leap into her throat; the surprise wasn’t that this closet had ghosts in it, was it? Quickly, she tried shoving the door back open – but it didn’t budge at all, seeming ten times more heavy than it had been just seconds earlier. It seemed not to matter how much she groaned and dug her shoulder into the door; she just wasn’t strong enough. Was she...trapped? It was her first day and she’d already managed to get stuck in a cabinet in the teachers’ lounge! And was it her, or were the walls slowly closing in on her? Were there ghosts?!

“H-help! Anypony, somepony! I’m stuck!” Harmony whimpered as her voice echoed around the interior of her wooden prison, and bounced back without an answer. “Hello…?!” She knew everypony was in class, but...this was getting scary. She’d gladly have agreed to detention for a year if it meant she could just get out of the increasingly-cramped, musty cabinet in the corner of the teachers’ lounge. But as it was, even after a few minutes straight of calling and pleading for help, it was clear that she would have to wait until someone next entered the lounge. The darn lounge was soundproof, probably to hide all the parties the teachers had in here...when they were actually here. So with a great sigh of defeat, she slumped down against the rear wall and plopped onto her rump, quietly sniffling as she tried her best to take deep breaths and reassure herself:

You’re okay...it’s stuffy, and cramped, but nothing’s happening...someone will be here soon...

Come to think of it, things weren’t that bad. Her eyesight had adjusted to the darkness now, and she could faintly make out some colors, such as some strands of her mane and coat. She could also still see the weird grate that she’d seen earlier, back when things were much brighter. Though she couldn’t see very far down it, when she put her ear next to it, she could hear some faint slithering sounds. Just what was it that she was hearing? Maybe this was the surprise; a hole that made weird sounds? Maybe it was the ghosts, but they just kinda played with stuff down that hole. Granted, none of this was really worth the trouble if it were true, but at least she wouldn’t come out of it with nothing to share.

Time passed. The ticking of the clock from across the room grew ever louder, and the little filly found herself shifting around more and more as that weird sound grew in volume too. Even her own breathing seemed loud now. It was weird, and she didn’t like it. She only wished she had something to do; despite how scary it was, she wished she had something (besides the useless map) to distract herself from it all. She looked through her saddlebags, hoping to find something else good, but no dice. She didn’t even have any homework to finish ahead of time since she hadn’t been to class, nor any textbooks. She’d even forgotten to bring her favorite book with her. All she had was that stupid map and the dumb spare key still hanging on the wall. She wished she had anything else with her right now.

Soon, she would find herself wishing she hadn’t wished that at all.

Her state of simultaneous boredom and anxiety morphed quickly into surprise as she felt something graze her hind leg. First and foremost it was cold, but secondly and more importantly, it felt...slimy. She couldn’t help but to let out a shrill shriek as she lay eyes upon what seemed like a snake, but...it wasn’t? There were no scales, no eyes, no mouth or slithering forked tongue. All she could see was one long, slick, dark-purple tendril rising out of the grate in the floor, curling over itself as though it were a snake being charmed by some music. With every inch that emerged, much to Harmony’s disgust, it got thicker and thicker, and somehow even more slimy than the tip.

“G...get away! Ew!” Though she had given up forcing her way out previously, she knew she had to keep trying now. She didn’t like the slowly-growing tendril, and definitely didn’t want to be trapped in a closet with it...but just as before, her full body weight being tossed around did nothing, other than to hurt her a little bit.

And much to her growing dismay, the tendril began slowly slithering its tip towards her general direction, almost as if it were playing with her. It was soon joined by not one, two, or even three more, but at least four more tentacles, each slowly emerging and waving back and forth in its own lilting rhythm. She flattened herself against the far end of the closet, kicking at the lead tendril as it approached. It appeared to hesitate, if only until its companions caught up, before continuing its predatory approach.

“Ew, ew, stay away! I-I’m warning you, I’ll...I – MMMMPH!” Rainbow Harmony reeled back, whining and squirming against the rough closet wall as she felt one of the tentacles launch itself into her mouth, which she’d conveniently left wide open while calling for help. Oddly enough, it tasted sort of like...grapes, but weirder. It would actually have been a somewhat pleasant taste if it weren’t for the fact that there was a slimy, wriggling tendril tracing around her gums and tongue attached to that taste. The tentacle lingered there, allowing her to get a feel for its slimy texture, grape flavor, and surprisingly tough firmness before slowly beginning to snake its way inwards. She flailed all four of her limbs, trying to use any of them to push the tentacle out of her mouth. The tentacle proved too slippery to get any real purchase on, however, and all she succeeded in doing was tiring herself out. It seemed not to be inconvenienced in the slightest, as well; she felt it still going deeper into her mouth. Past the back of her tongue, her tonsils...and into her throat.

“Ggh...hhhk...ghhm...hhhhk!” The pegasus filly floundered desperately as she soon found herself choking on the slithery intruder, who showed no signs of slowing down. Her vision blurred as reflexive tears sprang from her tear ducts, and her body shuddered as her lungs were deprived of their normal airflow. She couldn’t breathe – what was this thing doing? And...why could she feel it poking even deeper no matter how far it went? Would it ever let her breathe? Her mouth was stretched wide open by the tentacle’s girth now, drool running down the sides of her cheeks. Now wasn’t the time to worry about drool, though; she had to breathe!

“MMMMMHHGK—! Hhh...hhhk...hhhgg…”

Much to Rainbow Harmony’s relief, the thing had at least noticed her distress and – somehow – allowed her to breathe again, if only with great effort. Where before it had felt like she was trying to breathe air around a thick, solid snake, it now felt more like she was breathing in through porous, wet clothing; it was a difficult task, but it still let her breathe, if not with some discomfort.

She had bigger problems than discomfort, and even bigger ones than her tight throat bulging outwards under the girth of its uninvited intruder, however – almost as if they were coordinating their actions, three more of the tentacles now made their moves. Two of them coiled around the length of each of her hind legs, saturating her fur with moisture all the way up to her thighs, before collaborating to spread them so far apart she thought she’d split. One more wrapped itself around her midsection, pinning her forehooves tightly to her chest with one coil, two, three...and finally four. Finally, they all worked together to rotate her until she was left struggling in the air, suspended at a 45 degree angle that left her head close to the floor, her hind legs stretched out high above, and the back of her mane resting on the rough wood floor. Though she thrashed and “ghk”ed in protest, she could tell that her coiled captors were not going to let her go, nor could she kick herself free. The one slippery tentacle slithering constantly down her gullet was plenty slick such that it glided down with little resistance. It was clear that the tendrils could exert as much grip and force as they needed to to keep her helpless as she was, while also being slippery whenever they wanted.

“Hhh...hhhf...hhMMG! MMMMMGHH!”

The filly, though her sore jaw and throat had sapped her will to struggle, broke out in a new wave of choking protests as she felt a cold, gently undulating tentacle caress her special place. Nopony was supposed to touch her there, especially not a mass of tentacles intent on trapping her inside a weird closet on her first day of school! Why couldn’t it just leave her alone…?

Almost in response to her elevated distress, everything paused. The tentacle that was shoved down her throat stopped descending, but still remained where it was, keeping her jaw hinged open and her inner throat muscles quivering around it. The other tentacles also held position, even the one lightly resting on her privates, but soon she didn’t care too much about what they were doing. She heard – among the moist, whisper-quiet sounds of the tentacles shifting in place – something almost like rushing water in her head, and a vibration that traveled all the way down her gullet. This was followed by a slight trickling sensation in her tummy, a tingling on her tongue, and then...everything slowly got hotter.

She didn’t quite know why, but suddenly, she started blushing furiously. Slowly, every inch of her still-wiggling body seemed to relax, yet grow hotter by the second. Her filly bits in particular were heating up and feeling kind of weird. It was almost like an itch, but...nice? Completely instinctively, she thrust her hips forward as best she could, and let out a moan of ecstasy as she felt her privates tingling much like her tongue was. It felt so good, and oddly enough, so did the tentacle bulging her mouth and throat open. She wanted more with each passing second – maybe if she humped, she’d feel more of it? Yes, she did – every gentle brush against her filly bits felt amazing.

Satisfied that she was now enjoying herself, the tentacles resumed their activity. The oral one descended yet deeper into her body, but to Harmony’s frustration, the one by her privates moved out of thrusting range. Whining, she wiggled her hips, doing her best to signal the tentacle that she wanted it back where it was. She was sorry; this surprise was good now! But could it just come back so she could feel good again?

To her delight, it did move closer. But wait...it was below her tingling, and for some reason now-wet filly parts! What did it think it was –

“Mhk...hhh...mmmmmnnnnnnnn..!!!”

That’s what it was doing. She felt it trying to push not into the tingling, wet filly parts that she desperately wanted it to play with, but instead at her butt. That wasn’t right, was it? Things usually only ever came out of there. Yet it seemed sure of itself; it kept pushing, and pushing, circling a little bit around the outer edge, leaving a little bit of its slime behind. Harmony became uncomfortably aware of the fact that she had been clenching that area almost constantly since the whole encounter had started. Did that mean it was going to hurt? Should she try harder to keep it out?

She didn’t get to think any further, as the thing finally pushed its way in. She felt the almost irresistible urge to run to the little fillies’ room, as well as a sort of strange pressure and pain behind her belly. But as more of the cold tendril slipped in and expanded her tailhole, these feelings of discomfort slowly faded, replaced by a satisfying fullness and warmth. She shuddered as she felt it inching upwards, almost as if it were crawling on her back, but it was on the inside. Never would she have considered the fact that anything could go back there, let alone so deep...but as it got deeper, she felt something start to happen. She felt a sort of strange itch, much like the one coming from down there, but this one was...heavier, and being scratched almost every second as the tentacle continued on its path, only to pop back up. It felt good and frustrating at the same time, almost as if she was finishing up scratching one bug bite only for another to appear right after...except on the inside.

As she wiggled around, now moaning in simultaneous delight and frustration at the two intruders within her body, she slowly came to realize that the itchin her privates was getting bigger and bigger, too. She wanted it scratched, bad. Her insides were swirling, her heart thumping, and her moans slowly morphing into needy wailing as her need grew, and grew, and grew. She knew she wanted to be touched in her now-pleasurably-throbbing bits again, and though she didn’t know the proper terminology herself, her body knew she wanted to be...pleasured so much more, more than anything else in the world. She just wanted so much more…!

Harmony got more, but only in the form of yet another surprise after just a few minutes of squirming and relishing in her pleasurable containment.

“Hhmmmgg~...Hhhhhh~....nnnnnnkg~....mmm – mmmg?!”

Though she had been spaced out in her aimless, unsatisfied lust, her vision quickly sharpened as she felt something strange. There was the one tentacle pushing into her throat, but she felt a distinct tickling deep within her chest as something else moved around. Her eyes widened as it moved up her throat, stretching it even wider than it had been before, and squeezing out beside the slimy, slithery limb already lodged in her maw: another tentacle – or rather, the same one that had entered her rear just a little bit ago! This was quickly followed by a strange rumbling in her stomach, and a sudden eruption of pain and pleasure alike as something else emerged from her rear – the one that was still stretching her gullet wide open, and now began stretching her secondary hole as wide as it could, too. It was weird feeling both of the tentacles moving in opposite directions: one moving up, the other down, and then switching directions, almost like two opposing pieces of dental floss. The warmth in her body multiplied ten times more just at the thought that she was as full as she could possibly get...but the heat was still building, still making her squirm and beg for something that she still didn’t fully understand. She wanted to...she was so close to...she wanted it to just touch her filly bits again...so that she could…!

Rainbow Harmony never did get to finish that thought. Everything became kind of a blur from that point. All she could focus on was the intense heat between her legs, the insatiable urge to hump the air, and the twin movements of the girthy tentacles filling up every possible inch that they could. Her jaw and throat were sore from being stretched so wide, and her fillyhood was so wet that her juices had begun to run down the front of her body. The juices crept over her stomach, past her chest, up her chin, and then slowly leaked into the corners of her over-occupied mouth. She’d never really noticed anything coming from down there before, much less tasted it, but now that she did...it wasn’t anything unpleasant at all. It tasted kind of like cotton candy, which when mixed with the ever-tingling grape taste of the tentacle, led to a sort of grape cotton candy that she just couldn’t get enough of. Each drop of juice made her thirsty for more. Even though it tasted so good...why did it make her feel so...naughty? It was almost like a forbidden sort of grape cotton candy nectar.

Strangely enough, this new, enticing flavor made her head begin to swim a little bit; she was faintly aware of sweat beginning to drip down her body as she squirmed, pleaded, and begged the tentacle thingy to just help her out. But unlike every other implicit request she’d made before, it never listened. It just kept sliding in and out, rhythmically squeezing her torso, readjusting her hind legs, and even occasionally giving the winking little button in her filly parts a teasing flick before pretending that it didn’t know that was what she wanted it to play with the most. Almost every inch of her body throbbed and twitched with utter craving for minutes – no, hours – no, it had to be days, it seemed that long – that ultimately went unfulfilled.

All she could hear were her own high-pitched moans, groans, and whines as she tried desperately to reach for something she didn’t know about, but that her body craved so badly that it couldn’t decide whether to tense up or to relax at any given moment. If she’d cared to listen hard enough, she might have even heard the walls of the cabinet creaking and swaying as the tentacles shook the enclosure with their expertly-calculated undulations. But she didn’t. All she cared to do was thrust, moan, and shudder as she teetered on an invisible cliff over, and over, and over, and over with every single second that passed…

Guidance Counselor Starlight Glimmer let herself into room 001-T with a heavy sigh. She loved her position as counselor, and she loved the little rascals that came to her for advice, she really did. She just sometimes wished they’d give her a break, at least on days like this where her bed was beckoning to her far too early. Her job had been somewhat easy when Twilight first opened the school, administrative snafus aside; not too many foals needed counseling, and sometimes even those who did were just asking how to get to their class and she was the closest adult around. But now it was almost non-stop with the trials and tribulations, and she was at her wits’ end. Usually she was up to it, but lately...would it be impolite to ask for a week off, she wondered? After all, she wouldn’t be doing the kids any good if she started snapping at them…

But she had to get through today regardless. Coffee. That would help. All she had to do was trudge over, and –

Starlight froze. For the first time since she’d shambled into the lounge, her brain checked in with her ears and found that there was something unusual going on. The sound of rumbling wood was a key highlight, as were some soft squelching noises. Above all else, though, she heard the high-pitched keening and moaning of somepony begging for something. A small smirk graced her face as she turned towards the surprise closet; its door was shaking slightly in place. She peeked through the door, and sure enough, there was a mass of wriggling, splorching purple tentacles wiggling around as they did their job. Interested in a bit of friendly teasing, she stood back and pried open the door; after all, whoever was inside couldn’t do it themselves. It was just one of the surprises of the surprise closet.

But as always, the surprise closet was full of surprises.

She didn’t see any of the ponies who she knew to frequent the closet on certain days: not Twilight, nor Trixie, nor Rainbow, nor Rarity. Instead, she beheld a tiny pink pegasus filly with flowing, frizzled rainbow-colored locks. The filly glanced towards her, eyes widening and pupils contracting as she realized the jig was up; she’d been caught in the teachers’ lounge without a teacher around...and in the surprise closet, no less. She didn’t really recognize the filly, at least not at the moment...but the filly definitely recognized her.

“Mmmg! Hhhhmk! H-hhhhngmmnk!”

Well. This was an interesting sight, wasn’t it? She had trouble believing a little bit of what she saw, but she still took her time roving over the rest of the squirming pegasus filly’s body, taking in every detail she could: quivering wings, slime-slick fur, twitching hind legs, a doubly-stuffed tailhole, and a petite, puffy pussy that while sopping wet, had little to no attention given to it whatsoever. Her lips traced a small, knowing smile; she still remembered her first encounter with this particular group of rowdy tentacles deep in a dark forest. They’d ravaged her for almost an entire day straight, pumping her full of aphrodisiacs over and over, but never quite rutting her in the place she wanted to be rutted the most. She eventually learned that day how to get herself off through nothing but oral and anal, but...it was a hard-learned, sweaty, exhausting, frustrating lesson. Not that she wouldn’t repeat it, of course.

But outside of memory lane, there was still a situation she had to address: a young filly in the teachers’ lounge, who was likely aroused enough that she wouldn’t be able to focus on her lessons even after being disentangled from the tentacles and allowed a few minutes’ rest. There was really no solid remedy for the aphrodisiac brew that the tendrils secreted other than to be brought to climax until exhaustion outweighed desire. After all, the surprise closet was usually something for faculty to use on days that they didn’t need to do any large amount of work. So...this called for a little ‘administrative assistance’, didn’t it?

“Snooping in the teachers’ lounge, were you?” Starlight giggled as she first watched the filly’s eyes widen, and then her feeble attempts to shake her head despite the two hoof-thick purple tentacles lodged in her throat. The filly’s attempts to shake her head were adorable, in their own way. “No, no. You’re not in trouble. I can understand the curiosity. In fact, I wouldn’t be surprised if you were just lost or –”

She squinted for a second. This filly did seem a little familiar, actually…

“Hey. You wouldn’t happen to be the new transfer student, would you…?”

The filly nodded, at least as best as she could.

“Rainbow Harmony, then?”

Another shaky nod, punctuated by a few needy whines.

“...we gave you the wrong map, didn’t we?”

The beginnings of an exasperated eye-roll, interrupted by a wave of shuddering and leg-twitching, and then a meek nod.

“Oh.” Starlight said quietly. Yeah, this whole thing...might have been partially her fault. She wasn’t responsible for updating the maps when things changed, but...maybe she should have double-checked that the one she’d sent was still accurate. Turns out this one had led the filly right into the surprise closet, or at least close enough to tempt her. Maybe...she could do something to compensate, other than inviting the filly to her office to fix the whole aphrodisiac-induced arousal problem.

“Say...you look a bit...worked up,” Starlight observed, before trying not to facehoof at how incredibly obvious her observation really was. “I bet you want help with that, don’t you?”

Another nod, this time with much relief and a little bit of whining.

“Okay. So, I can’t help you myself right now, because I do have a few things to finish up real quick, but...” Starlight trailed off as she bent down to meet the young pegasus’ eyes at a more intimate distance. “First things first, the, um...tentacles doing their thing right now, we usually call...Jeffrey. So when I say Jeffrey, I mean the tentacles, or 'it', okay?”

“Mmmhhmhmn…”

No doubt the filly questioned her naming abilities, but hey; what else were you going to call a group of tentacles other than something unpronouncable like Xabolthoeur? Anyway, back to business. “So...Jeffrey usually...makes you feel pent up like that. It’s good pent-up, but can get a bit overwhelming after a while. You can make it take that feeling even further until it feels so good, and then most of the tension goes away. It’s great.”

“...h-hhmmnw?”

Starlight bent down ever so slightly more to be closer to the filly’s gently-twitching ears and rapidly-panting muzzle. She paused briefly as an odd smell hit her nose: grape, which was Jeffrey, but...was that cotton candy? Come to think of it, the filly seemed coated in more than just sweat and tentacle-based lubricant...was that what her juices smelled like? As tempted as she was to try a taste herself, for her curiosity’s sake...she had to finish helping the poor thing out. It was kind of most of her job, after all: helping young ponies.

“All you have to do is ask Jeffrey to do it with a specific phrase,” Starlight instructed, making sure that Harmony was still paying attention with a gentle tap. “Then it'll do it, and let you go. After it lets you go, don’t worry about your normal classes. Step on out, and I should be there to help walk you to my office. Even after Jeffrey...finishes, you’re probably still going to feel weird, but I’ll help you with that in the guidance office, okay?”

“Hmmky...hmn…”

“Now, the phrase is…”

Rainbow Harmony watched as Starlight walked away while wearing a comforting smile, before closing the door to leave her alone in the grasp of these...wriggling, sentient tendrils. Though they had mercifully stopped moving when they discovered they weren’t alone, with the guidance counselor now absent, she felt them begin to move again; moving...down there to torment her for who knew how long on the never-ending rollercoaster of frustrating good feelings. If Harmony could have bit her lip in hesitation, she would have, but nonetheless, the words still caught in her throat, much like the girthy intruders had even while sliding back and forth. She wondered if she should even go through with it, but...she just couldn’t take it anymore. Starlight had said if she just (tried to) say just five words, that it’d be over. That indescribably good, but frustrating feeling would get better, replaced only by pleasure, happiness, rainbows, and more. Well, Counselor Starlight hadn’t said all of that...but the implications had been made clear enough. And so, gathering her courage, she did her best to speak the phrase required of her:

“Jeffrey, please let me cum.”

Of course, her mouth, throat, and everything else were currently full of Jeffrey, so it ended up coming out more like “Jfffyygpmmmeekhhhmm.” But, luckily, Jeffrey seemed to understand her well enough. One of the free-floating purple tendrils responded immediately, slithering its way to her dripping-wet bits. It paused for a second, almost as if asking for permission. She nodded, at least so far as she could. She didn’t really know what exactly it was going to do, but she knew from earlier that she wanted it touching her at least. That had felt great when it had brushed against her on the outside. Maybe it was going to do more of that? Maybe touching that little button spot, sending more of that good-feeling lightning up and down her spine.

To her delight, it did do some of that – Jeffrey brought up the very tip of a much smaller tentacle to gently wrap around it and squeeze. As soon as it did, she gasped a wet gasp, feeling her hind legs buck outwards on instinct. The small rivulets of juices coming from her lower parts were quickly made larger, and some new streams formed as well, ferrying in yet more sweet cotton candy goodness.

But even as she delighted in the new pulses of pleasure and the tingly-sweet mixture of its juices and hers, it seemed more was yet to come. One final tendril positioned itself right at the outside of her slit. She began thrusting outward, hoping to repeat the motions that had felt so good before, but then stopped as she felt it doing something...different. Last time it had just kind of stayed there as she did this, but now, it was...pushing. Slowly but surely. Hang on...was it trying to get inside that way? Could it even do that? She knew it’d done this to get in her mouth and butt, but...her filly bits didn’t have a hole, did they? At least, not one big enough for this thing to fit inside! If they did, nopony had told her that!

Apparently, there was a big enough hole there. After a bit more pushing, she suddenly felt something give way, and the tentacle began sliding inside her. Almost immediately, that itch she’d been feeling for so long now, almost relegated to the back of her mind, got so much worse...and then so much better. It...it was going inside her, but in the front! She could feel muscles that she’d never felt before being stretched wide, clinging so tightly to the slippery limb that was intent on exploring her insides. And every single nerve in them tingled more and more the further they got stretched, the wider the tentacle got. By Celestia, she wished she’d known she had a hole there sooner – it being stretched like this felt way better than everything else so far! She thought she’d been stuffed nicely full and happy before, but now...she was reminded of that one time she went to a buffet. But this was better than that; there was the tingly grape cotton candy juices trickling all the way down her throat, the super-good warmth that made her shake wherever it went, and now even some more tingling coming from that special button spot!

“HHHHHHMMMMMNNNG!”

She almost lost herself in Cloud Nine then and there. Her vision exploded into stars and flashes of light for the briefest of moments, and she lost control of her muscles for a good second or two as they thrashed around reflexively. But then there seemed to be still more. From all the cotton candy, heat, and tingling, she felt something else. It was subtle at first, but it almost felt like a wave. Gentle at first, it was growing from both ends, peak to trough, deep within her core. Every time the tentacle in her sopping slit stopped, it dipped, and every time the tentacle moved, it grew yet higher. She thought she had an itch before, but this was something bigger...it was a wave she wanted to ride until she got to what felt like would be outer space, sooner or later.

The tentacle creature seemed to know exactly what she was feeling, because it did something that made everything just about twice as good: between the steady rhythm of the first tentacle rocking back and forth inside her quivering front, it inserted a second one, stretching her even wider. She gurgled and almost passed out for a second as she watched her belly expand just a bit, and she could even see the outline of the topmost tendril shifting atop her taut stomach whenever it moved. But after the moment had passed, she was back to squealing as she rode the waves of pleasure all the way to the moon. If learning about this new hole had been Cloud Nine, the second tentacle had brought her to Cloud Eighteen...and there seemed to be no limit to how high she could go, at least so far.

But eventually, there seemed to be a peak of peaks approaching. The liquid heat shooting around her body became burning, but pleasurable lava striking every single nerve she had. The alternating tentacles in her slit were driving up that strange thirst more and more, but that seemed to be coming to its limit as she felt herself tensing up, holding her breath. Something was coming. Everything got tighter, smaller, hotter, heavier, slower, and better. Time seemed to slow to a stop as she felt absolutely everything hanging on the edge, and then –

“Mmmmnh…! HHmmmn! MMM! MMNH! MMMMNNNNNGGGGGHHHK… MMMMMMHHHHHHFFF!!!”

There it was.

Her hind legs went into uncontrollable spasms, and her eyes rolled to the heavens as she felt herself explode. Not in a bad way, but in the best possible way – it felt better than eating her favorite ice cream, watching her favorite TV show, hanging out with her bestest friends, and snuggling with her favorite stuffed toys, all combined at once. She almost forgot to breathe entirely as her joyful shrieks filled the room, no doubt audible to just about everypony in the world by her account. But she didn’t care. This felt better than the first time she managed to glide on her wings without help, better than the first time she got an A in flight class, it just...there were no words to describe it.

And the tentacles just didn’t slow down; every additional thrust added another layer of bliss, liquid pleasure, and pure satisfaction to her emotional cocktail. Her sopping filly bits were now just spraying out some the same juice they’d been leaking for so long now with every single pump the tentacles gave her. Where previously she’d been focused on the cocktail of tingly grape and cotton candy, she tasted almost nothing but cotton candy as she seemed to gush more and more with every passing second. Even her throat and tailhole, which had been becoming somewhat sore from the mass of the slippery grape-flavored tendrils within them, now pulsed and emanated similar waves of pure awesomeness. It was unlike anything she’d ever felt. All that time spent wanting more, begging the thing to help her out, humping at the air for reasons she didn’t even understand at the time, she saw it now – this was what she had wanted. Her thirst had finally been quenched, and...

It. Felt. Amazing!

The next few minutes were a haze, but at least a very nice one. Utterly exhausted, Rainbow Harmony was vaguely aware of the tendrils extricating themselves from her quivering form - first from her slit, and then very slowly from her mouth and butt. They slid back down their respective entryways, giving her a nice long taste of just the odd grape-ness, and more strange, but pleasant tongue-tingling. Her legs twitched in the aftermath, and she was both pleasantly and unpleasantly surprised to find that the friction against her tired tailhole and stretched-out jaw and throat was already eliciting that thirst again. It was much more familiar this time, and she knew she already wanted more of...what had just happened. Celestia did she want more. But Jeffrey was on his way out, so...that probably wasn’t an option anymore. Her down there, though happily glowing, was also starting to leak just as much as it had been before. She felt a slow heat begin deep in her chest and spread downwards, prompting her to begin that instinctive humping again, even though nothing was anywhere near for her to thrust against. Was this because of the stuff she tasted, or the stuff it squirted in her so long ago? It...made her kind of want to do it all over again. Just spend all day in that closet, letting it slide in and out, getting to that peak, being on top of the world…

Pop!

Unceremoniously, the tendrils reached their endpoints and tugged out of her mouth and butt. Just as quickly, they lowered her to the ground, and uncoiled themselves from around her hind legs and torso. No sooner had they finished did they retreat back into the drain with a bunch of slorping, slithering, and squelching. One lone tendril stayed behind to quickly wave at her, and then it was gone.

“Hahh... mmph...hahh...f-frick…”

She internally asked herself to pardon her language, but she was just testing to see if she could still speak. She could. It felt weird to not have her throat stuffed so thoroughly now. But that was the least of her concerns, as well as the jello-legs that barely managed to support her as she stumbled to her hooves. She still felt the heat of raw want swirling deep within, and could even hear little drips on the floor as she kept leaking...cotton candy juice, she figured it was, from there. Heck, some was even dripping from her mane. The sound made her want to just step back in and shut the door again. But Starlight was asking her to go to the guidance office, so she had places to be other than the surprise closet.

And so, reluctantly, she gathered her saddlebag – which had been discarded to the other end of the closet whilst she was sitting before Jeffrey appeared – and started towards the door. She stumbled out into the hallway, panting, sweaty, and overall looking like she’d just run a marathon. What a way to start off at school…

“All finished?”

Rainbow Harmony jumped, whirling around to face the sudden speaker. She sighed and relaxed when she saw only Counselor Glimmer standing there, with a little smile and cocked head. Harmony had almost completely forgotten that she wasn’t asked to walk alone to the office.

“Y-yeah...I’m done…” Harmony said, not feeling even close to done. She felt like everything had just barely begun...those tentacles had awoken something in her. All she could do was cross her hind legs and rock gently in place as she tried to ignore the burning itch in her lower bits, but failed.

“Well, let’s get going,” Starlight said, offering a hoof for Rainbow Harmony to hold if she needed it. The young filly eyed it for a second, thoughts and feelings unfamiliar still swarming around her head. How did Starlight plan to fix the ravenous itch in her privates and the juice she was leaking? More to the point, why was all of this happening so suddenly? Why did it feel good, but...also kind of like she was being naughty? Would she get her mane fixed so it wasn’t as frizzy as a bird’s nest? What was she going to tell mom and dad when they asked how her first day was? Would Starlight write a note for that or something? Could her legs even support her all the way to the guidance office?

She took Starlight’s outstretched hoof, and did her best to stay upright as they both slowly strode away from 001-T. She didn’t know the answers to any of those questions, but she did figure that at least they were going to the right place. After all, Starlight was the guidance counselor…

And she felt like she really needed some guidance right now.

Oral Presentations

What a way to start a Monday.

Sure, she’d been to the weekly admin meeting, done some filing and stuff like that...normal Monday stuff. Then she’d decided to go get some coffee to hopefully keep her motivated and ready to be helpful to the student body she loved working with so much; also normal Monday stuff. And she’d even heard someone having fun in the surprise closet, as everypony had come to call it. This wasn’t normal Monday stuff, but a little good-natured ribbing with the ‘victim’ inside was always fun and/or enticing for both of them, so she figured why not take a look inside?

That was where she’d found Rainbow Harmony.

After much delicate conversation and guidance, she’d managed to escort her to the office, and with bonus points for not encountering anyone who might have asked questions about the pegasus filly’s disheveled mane, tangled fur, and odd grape scent. And now here they were, back at the office. She was seated at the sturdy, ornate white desk, behind which she did most of her counseling. Pastel kites floated gently in the air, strung down from the rafters, and paintings of happy little landscapes and motivational posters adorned every wall. The empathy cocoa station lay primed and ready off to one side, and various little games and card sets to the other; both were ready to be used to help draw out more conversation from timid students. Though not visible, the knowledge that she had a 'Do Not Disturb; Important Counseling In Progress' sign hung neatly on the door to her office added to the feeling of sanctuary. And who else but Phyllis – a stalwart ally in the battle against discomfort and discord – would be right by her side? It was her home base, her element. She took a deep breath in, savoring the environment, steadying her resolve...and then turned to address the horny mess of a filly who was squirming on the soft seat in front of her.

Starlight found it rather difficult to find a starting point. Of course, part of it was because she knew next to nothing about the young pegasus filly other than the fact she had good grades and was a little bit of an athlete. She only knew all of that because she’d been told that via the transfer paperwork. But the other part holding her back was the body language that Harmony made while waiting patiently for her to open the dialogue: lightly-lidded eyes, slightly open mouth, and a patient sitting posture with forehooves between the hind legs. The posture was being used for anything but patience, though, as Starlight could see in her peripherals that the pegasus filly kept fluttering her wings and pushing down with her hips, essentially grinding her privates on the seat she was situated upon.

The seat’s integrity wasn’t the problem, heavens no; it had seen much worse wear and tear than a little bit of thrusting and moisture. Nor were the filly’s reactions to being artificially sprung into a state of (practical) heat the problem; it was perfectly natural to become antsy when the right magics and/or chemicals were involved. The problem was just...where to start.

Well, she had to start somewhere, didn’t she? A spot check would have to do.

“So; now that we’re properly situated...how are you feeling?” Starlight probed, eyes flicking towards the empathy cocoa. Between the filly’s no-doubt addled mind and unknown overall personality, it would possibly need to play a role in this encounter. “There are no wrong answers,” she added.

“Well…” Rainbow Harmony thought for a second, casting her eyes down towards the floor. “To be honest, kinda weird.”

“And that’s okay,” Starlight said, pausing briefly as she thought over her next words carefully. “This is the best place to feel weird; nopony’s around to judge you, and I’m here to help you feel better.”

“So...can you...take the itch away?”

Starlight blinked. “I’m...sorry, the what?”

Harmony shifted again in her chair, but this time more deliberately, likely for emphasis. “My, um...down there. Like...it doesn’t really itch, but – mnn…”

“Oh, yes, of course! That’s why we’re here,” Starlight interjected, smiling in what she hoped was a comforting manner. It was clear that the filly was talking about the same thing she was thinking of: arousal. She wouldn’t exactly call the phenomenon of wanting a good rut an itch, but no doubt Rainbow Harmony lacked the proper vocabulary to express just how nuanced and strong it could get. She’d fix that, of course. It’d be rather hard to help efficiently at first given the filly’s lack of experience in the realm of sex, but they had plenty of time to explore things together to scratch that itch.

With that, she rose from her spot and stepped carefully around the table. Slowly, she lowered herself all the way into a sitting position on the floor in front of Harmony. Here she had the perfect angle to more easily meet the young one’s eyes, to foster trust and communication...and to do other things. She just had one more conversation topic before she’d have a reasonably good idea of what would best satisfy the filly’s figurative thirst.

“I just have one more question,” she explained, well aware of the building impatience that Harmony was still afraid to express. The filly’s passive grinding was becoming...less passive, and she was becoming less quiet in her vocalizations as well. “Before, um...Jeffrey, have you ever...touched yourself there before, or been touched? You know, other than drying off after a bath with a towel or anything like that.”

“Not mmh...r-really.” Harmony squirmed, eyes flicking down to the relevant area. “But...I kinda wanna now. I don’t really know why…”

“And that’s natural.” Starlight smiled gently, reaching out to steady the pegasus filly with a hoof. Harmony whimpered a little bit, but managed to stop fidgeting ever so briefly under Starlight’s gentle touch. Only her wings flapped idly as Starlight began getting down into the thick of things. “You won’t have to do anything yourself here; I’ll be helping you with that feeling. Just relax, listen, follow any directions I give you, and everything will be fine. You’ll even learn some new vocabulary; doesn’t that sound fun?”

“I...guess...mnf...”

“Wonderful. First...I’m going to need you to hold your forelegs up to your chest like this,” Starlight said, demonstrating the desired pose as she spoke. “And then I want you to spread your hind legs as much as you can while still staying balanced.” She demonstrated again, at least as best as she could from her position on the rigid floor. “Feel free to lean back against the chair if you need to; can’t have you falling over, after all!”

Harmony took a second to process all of the directions, but then meekly complied, albeit in reverse order. First one hind leg slid out to the side, then the other, forming an approximate 60 degree angle between them. The filly shifted her weight backwards, letting her back sink into the velvety cushions. Then, slowly, one hoof came up to her chest...and then the other, finally revealing that which Harmony had been keeping covered intentionally for so long.

It was everything she’d expected and then some.

Starlight had already had a look back in the teachers’ lounge at the filly’s pussy, if only a brief one. But seeing it now, nestled just above the plush seat, dripping, with a tiny, slowly-winking clit as its owner shivered and moaned in anticipation...it was just something that much more special. Harmony’s lower lips were small and firm, and managed to glisten in just the right way that made her own loins tingle. The urge to just dive in and take a lick, sending the cute little filly straight to the heavens amid much squealing and squirming was strong...but she was able to resist, if only barely. Here she was a guidance counselor first and a mare with wants and fantasies second. Did she personally want to just immediately take hold of that tight, young pussy and make its owner cum so quickly and so hard she forgot her name? Oh, absolutely. But technically, this was still a job to do...counseling, or rather guiding, a student through some unconventional troubles. That was totally all this was, and nothing else.

Having convinced herself of this, Starlight settled merely for lighting up her horn and gently taking hold of the outsides of Harmony’s still-dripping mound. Carefully, and ever so slowly, she tugged the filly’s lower lips apart until she could see the tight, bumpy tunnel that they’d been concealing.

“Ahh…hhhmnn, M-Miss...Glimmmerrr…”

Starlight couldn’t help but to smile as she was filled with a sort of perverse joy at the filly’s moaning. Even just the lightest of touches were already having her squirming in pleasure. Celestia, that was cute. She was cute. Maybe just the ‘job’ she was doing would itself be more than enough fun.

With that thought, she glanced back up towards Harmony’s upper body, while still keeping her fillyhood gently stretched open. Harmony’s chest shook with ragged breaths, her cheeks colored a deep scarlet, and her eyes jittered around before they finally locked back on to Starlight’s gaze.

“Do you know what this – or your down there – is actually called?” Starlight asked, glancing back down at the petite pussy spread in such a simple, but perfect manner, if she did say so herself.

“My…mmmyyy aahh...p-private partsss…?”

Starlight giggled, scooting closer but still maintaining eye contact. “Well, you’re not wrong...but there’s another name for your private parts that I think you’ll like very much.”

“W-what is it…?”

“It’s your pussy.” Starlight reached out and gently tapped it. The reaction was immediate; the pegasus filly’s hind legs almost twitched themselves shut, and her wings fluttered rapidly against the back of the seat as a high-pitched yelp burst forth from her throat. This quickly petered off into a breathy moan, and then the room was quiet once more, save for Harmony’s quiet, but rapid breathing. After giving her time to adjust, Starlight followed up with a question: “Does it feel good when I poke your pussy?”

“G-gosh, it...I…yessss…”

Boop. Starlight poked it again. The reaction wasn’t quite as explosive as the first time, but it was very clear that Harmony was indeed enjoying even the simplest of stimulation like this. Her hips instantly twitched outwards, trying to swallow up Starlight’s hoof. But since Harmony’s pussy was so small and tight, even despite Starlight’s helpful stretching, not much more than the very tip ended up brushing against her inner walls. That seemed to be enough for the filly, though, as she just kept grinding, riding the hoof for all it was worth…

And then Starlight took it back, dropping her magical grasp in an instant as well. There was an ever-so-quiet wet slapping noise as Harmony’s pussy returned to its original, pert shape, followed by a snort and a warbling whine from the filly: “Ahh, c...c’mooonn…!”

“What was that?” Starlight teased, now taking more joy than she probably should have in the frustrated thrusting against the cushion that followed.

“Mmnh, but M-Miss aahhh…p-please, do that m-mooore!”

“Well, okay,” Starlight conceded, slowly stretching the ends of the filly’s soaking slit apart once more. Harmony had suffered enough just waiting for this. More teasing would only make it worse. “Since you asked so nicely.”

But instead of offering her hoof, this time Starlight had other plans. That one passing thought from back in the Lounge came up...was that cotton candy smell what Harmony tasted like? Slowly, deliberately, as she still kept her eyes on the filly, she licked her hoof, which had a healthy smattering of juice on its tip. That hypothesis was confirmed; the overwhelming taste of cotton candy, overlaid only by the barest hint of musk, danced on her tongue. And much like Harmony...she wanted more. It was time for the next lesson.

“This,” Starlight said as she glanced between Harmony’s soaked slit and needy eyes, “is called ‘cunnilingus’… or ‘eating somepony out’. It means I’m going to lick you down there.” Her head slowly drifted down as she stared into the filly’s eyes, stopping only when she could feel heat radiating again her chin and the filly’s legs gently twitching as her mane brushed against them. She glanced back down. There it was, spread perfectly open, ready for her to utterly devour without guilt. There was no more need for hesitation...it was go time.

Without further warning, Starlight jammed her muzzle firmly against Harmony’s leaking slit, extended her tongue, and went to work. Every lick was rewarded with another gush of that delectable cotton candy nectar, an adorable squeak, and insistent creaking as the filly rocked back and forth above her. It had been quite a long time since she’d eaten out a filly, but as she lapped eagerly at the moist folds before her, she remembered why she enjoyed it so much. The smell, though weak, was almost enchanting; still sugary-sweet, much like Harmony’s juices, but there was a slight earthy smell on top that sent her into a kind of overdrive. As she glanced up, she found another reason to keep sinking her muzzle deeper and deeper into the filly’s folds: her expression. Lidded eyes, quivering lips, scrunched-up snout, and a gaze shot up to the ceiling as her hooves trembled from their elevated position. The moans too, Celestia the moans – so frequent now, so close to outright squealing. Harmony was clearly not holding back any longer, but fully drinking in the pleasure as she alternated between panting and loudly expressing her approval, with only a squeaky “Yes!” or “M-more!” in between all sorts of adorable vocalizations.

Almost too soon, Starlight eventually heard Harmony trying to piece together a sentence over the wet noises of her labor, and the light scent that was so much stronger now that her muzzle was buried a little bit into her pussy:

“M-mmahhh...Starlight, I...I’m gonna~...I think ahn, I’m gonna…”

As mean as it was to stop pleasuring Harmony so close to her admittedly incredibly quick climax, this was the perfect opportunity to teach her some more vocabulary. So, not without a bit of reluctance, Starlight tore her muzzle from Harmony’s leaking slit, but made sure to keep it close, allowing her breath to graze the squirming filly’s nerves and keep them sufficiently warmed up for the finale.

“Cum.” Starlight grinned, using a bit of her magic to gently play with Harmony’s clit. The filly eeped and tried to shrink back, but only succeeded in smooshing her now rapidly-flitting wings against the back of the chair. She soon settled for a quiet whine as she gazed desperately at Starlight, mouth moving and trying to say words, begging to finish her off, but not quite knowing what to say, or fully grasping what she had just said, either. “You’re going to cum,” Starlight explained, squeezing the filly’s winking button every time she said the word. “That means you’re going to feel really good, just like Jeffrey made you feel when you asked it to let you cum. Don’t you want to cum now, knowing this?”

Rainbow Harmony was beyond words, but managed a desperate, rapid-fire nodding that sent her mane bouncing up and down. She even reached a hoof down to try to make herself cum, but Starlight figured that would make things too easy, and she’d not quite make the connection as to what cumming was...so she froze the offending hoof in a solid magical grip, and then the other, holding them there as the filly thrashed about, pleading wordlessly. Celestia, it was so cute the way that she squirmed, the way that her pussy was absolutely leaking now, and the way that her hind legs seemed unable to stay still, constantly jittering, spreading, closing, doing anything to try and get her over that last peak. Starlight kept her just below it, only squeezing and massaging her clit when she was certain that it wouldn’t send the filly over the edge.

“All you have to do is ask nicely,” Starlight teased, bringing her muzzle even closer. She was just atoms away now, close enough to reach out and add her tongue to the cocktail of stimulation and pleasure that was no doubt washing over the filly’s every nerve. “Ask me to let you cum, so I know you’ll remember what the word means. Then it’ll all be over~”

“Ahhh…! P-please let mmmmmeee...me...c-cuuuuummmmhh!”

Good enough was good enough, even if her diction was a bit off; understandable given the circumstances. Starlight was more than glad to give the filly her reward considering this. With great pleasure, she pressed her muzzle to Harmony’s soaked folds once more, and let her mouth go as crazy as she’d wanted it to go for a while now. She licked up and down Harmony’s firm outer folds, explored her tender inner walls, slurped up more of that delicious cotton candy juice, and even wandered up to lick that sensitive little button that was almost permanently protruding by now, especially under her magical attention.

It didn’t take long for Harmony to cum after that; only a few seconds passed before she let out something that was more akin to a scream than a moan. Starlight had to close her eyes as she quickly discovered that Harmony was what some might call a squirter. But even so, she didn’t let up; even against the rapid assault of fillycum caking itself onto her muzzle and the rest of her face, she still savored every single inch of young filly flesh that her mouth could drag itself over.

One thing she apparently hadn’t thought about was Harmony’s hind legs, which clamped on to the side of her head in short order and did their best to keep her held exactly where she was. But that was just another bit that made everything more worth it as she felt the filly’s inner walls tremble, seizing around her muzzle and wandering tongue as Harmony rode what was likely the best orgasm of her young life. Granted, she’d likely only had the one before this...but no doubt she’d be having many more by the time Starlight ran out of lessons, and she was finally rid of the urge to cum.

Eventually, things seemed to calm down. Starlight stopped feeling squirts of cotton candy cum splattering against her eyelids, and the high-pitched screaming moans that Harmony had been letting loose seemed to be decreasing both in pitch and frequency. Accordingly, Starlight let herself slow down too; first she slowly extracted her muzzle from Harmony’s absolutely drenched pussy, then she relaxed the magical field around her no-doubt overstimulated clit. She felt a smile creep onto her lips as she dragged a foreleg across her eyes, doing her best to clear them of any remaining filly juices before opening them and blinking once, twice, and three times before her vision returned to normal.

Harmony was just sort of...there, sinking all the way down and back into the chair like a vaguely filly-shaped puddle. She was panting rapidly and still quietly moaning, but this time in a way that suggested she was actually satisfied...for now, at least. Starlight noticed that even she was panting after that display, robbed ever so slightly of breath from just the sheer excitement of it all. Well, that, and the fact that she’d kept her muzzle buried deep within the pegasus’ pulsing pussy for just about the entire duration of her climax...there wasn’t exactly lots of fresh air in there, but what was in there had arguably felt better at the time.

“So...how does it feel to cum?” Starlight asked, surveying the little filly a bit more intently now that things had quieted down some. Harmony didn’t seem to even hear her; her eyes were pointed off into the ether, staring straight past Starlight and into empty space. Starlight waved a hoof, hoping that the motion would draw what little attention she had left to spare. “Harmony?”

“Oh, wha…?” There she was. Rainbow Harmony’s lavender eyes drifted back into the world and caught hold of Starlight’s. She took a second to calm her breathing a bit more before speaking again. “I...my...it’s...the best.”

Starlight couldn’t help but to let out a hearty chuckle at this. It wasn’t the most elegant phrasing, but it was not inaccurate in the slightest. “I’m sure it was. Here, let’s get you picked up a little bit…”

As she said this, Starlight did her best to peel Harmony’s mane off from her face, where it had stuck due to a mixture of sweat and still-residual juices from her time in the Surprise Closet. Next she picked her up just a little bit before reseating her more solidly on the chair, and then finally released her forehooves from the stasis she’d accidentally kept them in for longer than she intended. Harmony was still very much disheveled from her experiences, but just a little bit less so, and that would do for now. They still had more lessons to go through after all...but she’d earned a break, both from the aphrodisiac-induced arousal and the teasing. Now that they’d had some intimate time together, they could take some time to discuss how to make things more fun for both of them.

“So,” Starlight began, rising to a standing position and stretching the little aches from being on the floor away. Her tongue flicked out idly to wipe off another spot of cotton candy juice still smeared into the fur around her muzzle. “Did you like when I played with that little button in your pussy?”

“The...oh, yeah!” Harmony giggled as if she didn’t have a care in the world. “That was fun!”

“Ah, but it does have another name you’ll probably want to learn,” Starlight explained. “It’s called a clit.”

“Clit?”

“Yes! It’s an extra special part of your pussy that’s extra sensitive.” Starlight stepped closer, tapping just above Harmony’s crotch. “Normally it’s not something you go straight for, but if you really want to cum, that’s the place you reach for.”

“Huh.” Harmony seemed only vaguely interested, as if she’d just been told that Taco Tuesday had been rescheduled to Thursday. No doubt the vocabulary would be a little harder to put in place without the help of hooves-on demonstration and arousal...but they had plenty more time to explore that and reinforce what they’d already learned. Now was the time to ask the more pressing questions before Harmony inevitably got heated up enough to ask to cum again.

“So, remember that this is a safe environment, and it’s okay to feel weird about saying stuff or expressing what you just felt.” Starlight stepped to the side, opting to sink into the (too short for her, technically) chair opposite of Harmony. “That said...did you think anything that just happened felt good, but you’re also not sure why? Maybe it felt extra strange, or just unexpectedly good?” Though she wouldn’t begin to try to explain to Harmony what a fetish was – yet – no doubt they had hit at least one of the ones that was already there, or perhaps she’d discovered a relatively new one. Knowing what things made her tick more than others would be especially helpful when it came to bringing her to climax; there was only so much time in the day, and she still probably had a few orgasms to go until the aphrodisiac coursing through her veins was finally diluted enough to allow her to focus on her more...traditional studies.

“Well…” the pegasus filly hummed, gently fluttering her wings as she thought about it. “Remember when you grabbed my hooves with the magic stuff?”

Starlight nodded. “Sorry if that scared you or anything, I just –”

“No, it’s okay!” Harmony’s cheeks colored after the interjection, and she shrank back shyly. “I...actually kinda liked it.”

“Oh?” Harmony already had Starlight’s curiosity, but now she also had her attention.

“Well...it kinda reminded me of what happened in the closet. And that already felt so good, so when you grabbed me, it...felt extra-good. I mean, I didn’t like that I couldn’t rub my...pussy?” She raised an eyebrow mid-sentence as though unsure if that was the right word, but pressed on after a confirming nod from Starlight. “But...trying to wiggle them out felt good in a weird way.”

“Hm, I see…” If Starlight would have had a cup of empathy cocoa, she would have taken a prolonged sip from it. Interestingly enough, all signs there pointed to her having, more or less, a fetish for being restrained. It made sense, at least, given her first two orgasms had both occurred when she was basically helpless to move them along. She didn’t know if she had anything other than her own magic to help explore that, but it would definitely suffice for her purposes. It would have to come in time though; the more kinky things were probably best saved until after some more remedial lessons.

“Um...Miss Starlight?” Rainbow Harmony spoke up, yanking Starlight out of her brief contemplative silence. “I...think I’m getting that feeling again, the itch...the –”

“You’re getting horny. That feeling when you get tingly or want to touch your pussy is being horny,” Starlight explained, internally somewhat surprised at just how fast the arousal had relapsed. Of course, this was actually the first time a filly had entered the surprise closet and ingested Jeffrey’s special aphrodisiac cocktail, so she couldn’t say she’d expected anything else, either. If she had to guess, the filly’s smaller size likely meant that it took less time to travel around to where it’d have the most effect.

“Oh...why am I horny, then...?”

“That’s...actually a very good question.” Starlight wondered how best to break it down, but after a few moments, figured she had a good enough simplified version. “You see, Jeffrey has this special juice that makes ponies horny. We don’t know why it has it, but we do know that if you drink it, or it ends up in your stomach in any way, it makes you horny. We call that juice an aphrodisiac.”

“Afro dizzy yak?”

“Close enough.” Starlight giggled. “I won’t quiz you on that one.”

“Mmmhmmnnh…” Harmony’s little sound of acknowledgement turned into a gentle moan halfway through. Starlight watched as one of her hooves gently slid back on the chair into just the right position, ready to start taking care of the no-doubt burning need already building back up inside of her. But then Harmony seemingly remembered where she was, and what they were doing, and blushed a little before glancing up and taking the hoof away from her privates. “Um...can I please cum again? I...really liked doing that.”

In a perverse way, hearing that filled Starlight’s heart with joy. It felt so good not just to engage in such intimate relations – though that also felt good, no doubt – but to play the role of a teacher and help young foals like Harmony learn all about the fascinating world of sex felt almost just as good. Perhaps Harmony could learn something new now, though...she knew how to feel good. Maybe she could learn how to make others feel good. Yes, that seemed like a good second lesson. After all, Starlight was beginning to feel distant pangs of arousal herself, especially the more she remembered the scent of Harmony’s young pussy, the cute little squeals she made in the throes of pleasure, and the...the…whew. Okay, maybe she was a bit horny herself now. But with a flash of inspiration, she had an idea of how to make sure both of them would come away satisfied from the next activity.

“Of course you can cum again,” Starlight finally answered, rising from the chair with a devious smirk plastered on her face. “In fact...I’m going to teach you how to make me cum, too.”

“Will that be hard...?”

Starlight chuckled. “Goodness no...you’ll do fine as long as you follow along. Now, here’s what we’re going to do…”

Starlight was many things. A guidance counselor, a practiced magician, a friend, and though not many knew, an occasional foal-fiddler. But the one thing she wasn’t and somewhat wished she was now was a gymnast. That would have made things so much easier. As it was, she’d smooshed her lower body up against the nearest open section of wall, letting her midsection bend so that her rump and legs curled back to dangle above her, pointed skyward. She felt a little silly, almost as if she’d tried doing a somersault but had rammed into the wall halfway through. It brought her back to her unathletic fillyhood...shudder.

But, more to the point, she could see a different kind of fillyhood...Rainbow Harmony’s. The filly was in a decidedly much more comfortable position, having only to rear up on her hind legs and lean against the wall with her forelegs to be properly situated. But that wasn’t an overly big deal, because Starlight considered herself to have the much better view anyway. Harmony’s glistening fillyhood was just inches away, occasionally dripping down little bits of cotton candy juice. The way the filly had her hind legs splayed out around Starlight’s head also meant that it was parted slightly, giving her an almost-unobstructed view of just about every inch of her young, barely-not-virgin tunnels.

That alone was worth the discomfort, but still better was the fact that she could feel the filly’s labored panting on her own pussy; hot, rapid, and plentiful. She could feel her nether region tingling already as she imagined Harmony just shoving her snout in there and going to work, and her returning the favor...but the former part wasn’t going to happen without at least a little direction. Rainbow Harmony would have all the motivation she needed both from Starlight and the aphrodisiac driving her senses wild...but the expertise and direction would have to also be provided by Starlight until the filly could take things on her own.

“Okay...are you ready?”

There was a brief silence as Harmony just kept panting and dripping while shifting awkwardly on her hind legs. But then Starlight felt Harmony’s mane brush across her hind legs as she nodded, swallowed, and answered as steadily as she could: “Ahh...uh-huhh…”

Thankfully, Starlight wasn’t entirely new when it came to inexperienced partners, so she had a pretty good idea of where to begin. “So, like I explained earlier, ‘eating out’ is more like licking than actually eating. The best way to learn where to lick is to try, and I can...provide feedback as you do, okay?”

“Mmmn...y-yeah…”

“Right. Why don’t you go ahead and try licking my pussy now?” Starlight briefly paused as she considered if that was enough direction. Cunnilingus really was more of an acquired skill than something that could be explained, but she feared that ‘just lick’ was a bit too unclear. But that moment soon passed as she felt the filly’s small tongue hesitantly make contact with her outer lips and then slowly – and a bit more forcefully than she’d expected – drag itself forward. She couldn’t help but bite her tongue and hold back a curse word at the sudden bolt of pleasure shooting down her spine. It wasn’t the best lick anyone had done to her nethers, not even close – but it was far better than she had expected nonetheless. It was good enough that she was left a little disappointed when it finished, and Harmony seemed to hesitate as though she thought that was it.

“Oh…” Harmony spoke up just when Starlight was about to prod her along. “You taste – ah, your p-pussy, I mean...d-different than mine…?”

“Oh, right!” Even though Starlight knew the filly couldn’t see her, she still grinned warmly nonetheless. She hadn’t even considered that Harmony would think that everyone had the same cotton candy taste as she did; after all, there was little reason to believe otherwise. This was her first time in the magical world of pussy flavors besides her own, after all. Even though Starlight already knew what she tasted like, and had known for a long time, she still asked Harmony in the interest of provoking some curiosity: “What do I taste like?”

“Hahh...I, uhh...hmmnn…” Either Harmony wasn’t sure, or just really wanted to taste her some more, because Starlight soon felt that warm, wet tongue gently slithering across her crotch once more. It was almost agonizingly teasing the way she started near the bottom and took all the time in the world going up, leaving behind a trail of saliva that was only thickened with every repetition. Starlight would have been lying if she said she didn’t relish every little shiver and leg-twitch from the slow, careful attention, though. She was almost disappointed when Harmony, panting even more heavily than before, stopped to finally respond. “...v-vanillaaaah…? A-and...plum...mmmnn…”

Starlight would personally have considered the answer to be mostly plum with a hint of vanilla, but figured that specificity was the last thing on the young filly’s mind. In fact, as her eyes flicked upwards, this was confirmed – Harmony’s fillyhood was showing that it was as ready to go as ever, hallmarked by a steadily-winking clit and drips of arousal turned to strands of slick, sweet fluid soaking into Starlight’s chest fur. Her spread hind legs even rocked gently back and forth as she ground at the air; if her pose had allowed, no doubt she would be reaching down to get herself off. But Starlight could feel some of her own arousal fluid slowly emerging as Harmony returned to her basic licking motion, leaving behind plenty of warmth and arousal with every slow caress. Starlight couldn’t help but to feel guilty for leaving Harmony hanging so long, especially considering she was the truly needy one here...but she could fix that soon, after imparting a bit better of a technique than the filly was currently using.

“Ahhh...mm, H-Harmony? Maybe you can...try going a little bit deeper?” Starlight managed to speak up as she squirmed lightly against the wall. The filly still hadn’t stopped licking, but still seemed somewhat afraid to do anything more than enjoy her outsides. It was a typical beginner mistake to think that the only sensitive parts were on the outside, when there was so much more on the inside...but that’s why she was there.

“Like th-this?”

There was a bit of a pause before Starlight suddenly felt Harmony’s tongue being basically shoved down her marehood as far as it could go. She bit her lip against the sudden stimulation, but even then, knew she still had a bit of coaching to do with that attempt. “O-okay, better, but...that’s better saved for last...when you think I’m closer to c-cumming. You’ll just...tire yourself out if you keep trying to do that.”

That didn’t entirely reflect the reality, which was that unless her partner was a giraffe, tongue-fucking her insides wasn’t going to get her anything more than somewhat hot and bothered. But she did suppose if she were to be brought close enough to orgasm, the burst of pleasure would be good enough for the filly to try pushing her over with. “Here, why don’t y-you...try something else. Are you good at spelling?”

“...yeah, I g-guess...?” The confusion in Rainbow Harmony’s voice was clear, even when her question came from in between her panting. Granted, the question was unnecessary, because one didn’t have to be good at spelling things correctly for this little trick she’d learned back in her upper-school days. One just had to know what letters were.

“Okay...try going back to what you were doing...b-but spell words with your tongue.”

“L-like what?”

“Hm...just start with the alphabet. J-just don’t be afraid to sometimes go deeper, or across my...c-clit if the letter is shaped a bit funny and you need to.”

It was beginning to sound as silly to her as it probably did to Harmony...but luckily, the silliness passed as Harmony took the advice and began licking again. Starlight did her best to suppress the urge to squeal out as she mentally followed each letter: A, B, C, D...all the way to Z. The letters with curved bottoms were definitely her favorite, as they inevitably sent the filly’s little tongue directly over her clit, to great effect. After many leg-twitches, breathy sighs, and gentle licking noises, they were finally at the end. Starlight nodded to herself and looked back up at her tasty target: dripping, winking, so-hot-she-could-feel it filly pussy. It was time to indulge both of them once more. “You’re doing g-great…” she managed, trying her best to lean up a little without shifting the rest of her body too much. “Why don’t you k-keep going, spell some words and, mmh...c-crouch down a bit? I’d like to, ahh...h-help you too…”

The only indication Starlight had that the pegasus had heard her was that she did manage to alter her stance, bringing her hind legs closer to the wall but lowering her rear in the process. Starlight’s mind briefly clouded over with nothing but dirty thoughts as she beheld Harmony’s petite young folds at a close distance once more. They hovered just centimeters above her horn, almost teasing her. So smooth, so slick with juices, so eager to be pleasured...and Starlight intended to pleasure this filly’s folds alright. But instead of mutually returning the favor in traditional 69-position fashion, she had an idea that would be that much more interesting for both her and her partner.

“You...y-you ready?” Starlight asked, doing her best to keep her tongue from lolling out of her mouth as the filly became more adventurous, her muzzle now latched firmly onto Starlight’s pussy, and eager slurping sounds filling the room as she did her best to spell the biggest words she knew. She was definitely doing a good job, and the burning fire of desire in her loins was a testament to that. To Harmony’s credit, she only stopped for the briefest of moments to mumble “mmhmm” between letters, and then immediately returned to her ‘meal’ with renewed vigor. Starlight knew she had to act fast if she wanted to get her impromptu student to cum with her, because she was already getting closer; her breath was coming in shorter bursts, her heart rate was speeding up, and she couldn’t help but to quietly moan and squirm against what had started as only a trickle of arousal, but was quickly becoming a waterfall. The time to act was now.

So Starlight shifted her upper body around a bit, leaned up onto her forehooves as best she could...and then slid her horn into Rainbow Harmony’s pussy.

Questions and Orgasms

Rainbow Harmony moaned deeply.

Today had been, in a way, a really good day even despite the bumpy start. She’d gotten to cum twice now, she’d learned what that weird itch was, and how to take care of it. She even knew her body a little bit better. And now she was even learning how to make other ponies cum. That was fun. Especially because Starlight tasted so good. Every time she licked up some more of that juice that pussies seemed to like leaking, she wanted more. It was like she was thirsty, but the more she licked and drank the plummy vanilla pussy juice, the thirstier she got. She even felt it in her stomach. Or maybe that was just the horniness. In a way, she was learning to like it. Thrusting at the air, leaking her own juice, and making someone feel really good – it made her feel really good. Sure it made her feel out of breath almost constantly, her face hot, and her entire body hot and shaking at random times...but it made her feel alive.

And somehow, she managed to feel even more alive as she felt something sliding into her. The something was at first just a little bumpy, but she noticed as it slid it was kind of slowly bringing a tingling feeling with it. It started small, but seemed to grow the further it went in, making her insides feel somehow extremely hot and cold at the same time...but in a good way. She didn’t even care exactly what it was, all she knew was she wanted it in deeper...she wanted it to move faster like the tentacles had, like Starlight’s tongue had. But as it seemed to be moving too slowly, she instead settled for gyrating her hips up and down. That seemed to do the trick; almost immediately she felt that huge wave coming up again. Was she going to cum already? She didn’t know.

All she knew was that everything was getting super intense again. The vanilla-plum juice danced on her tongue, tasting better than anything else she’d ever eaten. She drove her snout even deeper into Starlight’s pussy, only pulling out to breathe and think of another word to spell before diving right back in. Every time she returned, the tingling cold heat radiating from the thing in her pussy flared up. She loved it. Her legs couldn’t move fast enough to bring her down on that thing, her tongue couldn’t swirl around in and on Starlight’s pussy fast enough, or lick that little ‘clit’ thingy that poked out every now and then. Bounce, bounce, bounce, moan, gasp, lick, shiver, slurp...everything was just amazing. How was this the first time anypony had bothered to show her what this stuff was?

“Haaaah...H-harmony, waaatch...the – my hhhoooorn…slow...mmmmhngg!”

Oh. So that thing was Starlight’s horn. And that tingly stuff was...magic? Was that what it felt like? Nonetheless...even though she heard Starlight, it seemed like her body didn’t actually want to slow down. If anything, she only sped up, humping the tingly magic horn for all it was worth. Her brain wasn’t even in control anymore, but her legs were, sending her flying up and down, with Starlight’s horn giving her huge bursts of hot goodness and tingly cold shivers. She could barely breathe fast enough to sustain herself by this point as she continued eating Starlight’s delicious pussy. She could see why it was called eating out...she just couldn’t get enough of it. Every taste not only made Starlight moan, or sigh, or squirm, but her as well, in the best of ways. She wanted to keep doing it forever. Her wings just couldn’t sit still and she just couldn’t stop making sounds she never thought she’d be making.

But then she felt what she’d been looking for, that encroaching peak. It started deep within her pussy and spread out, making her muscles shake. She could feel her juice-soaked muzzle scrunch up as she dove even further into Counselor Starlight’s pussy, doing her best to make her feel as good as she was. Whether intentionally or not, the horn with its sparkly magic energy or whatever was returning the favor. Her pussy almost felt like it was on fire and underwater at the same time in a confusing mix of sensations. But there wasn’t much time to think about it; her chest was growing tighter, her involuntary squeaks rising in pitch, her legs trembling even more. No doubt about it, this was going to be her biggest cum yet…!

“Mnnnnnnnnnnahhhhhh!”

And there it was. In an instant, it felt like the world was spinning and fireworks were going off in her vision, even though she couldn’t quite see them. Her hind legs buckled, only barely catching her before she fell all the way down Starlight’s horn. She could feel her pussy gushing juice and contracting tightly around the horn, which seemed to respond in kind with the coldest ice and the hottest heat. The pleasure didn’t level off like before; it managed to grow as she felt odd little pokes and squishes as more magic stuff happened inside her. Every second she felt another icy-hot bolt in her pussy, and another full-body electric sort of tingle as every bit of her body sang out happily. All she seemed to be able to do was keep humping and squeaking every time her pussy came to an abrupt halt on Starlight’s forehead.

Her ears twitched, seemingly unable to decide whether they wanted to be perked up to listen, or flattened down to ride the intensity of the cumming. She could just barely make out the sounds of Starlight getting louder too, before suddenly there was a lot more vanilla-plum juice bubbling into her mouth. Apparently Starlight’s special place didn’t quite do the same squirting thing that hers did, but the raw heat coming from it as Starlight seemed to cum too was almost dizzying. All she could do was keep licking, teasing around Starlight’s clit and shoving her tongue into her wet, quivering insides as they both cummed together for what felt like minutes.

Finally, things seemed to calm down. Her wings stopped flapping uncontrollably, and her legs managed to stop buckling long enough for her to stand up straight. The tingly icy-hot bolts shooting through her pussy slowed down and eventually stopped entirely, reduced only to tiny little sparks as she slowly pulled herself back up to her full height. Her panting slowed as her eyes refocused, and she lifted her muzzle out a bit from between Starlight’s legs. Multiple trails of juice were still attached to her face, but she didn’t bother breaking them for the moment. She just made sure to breathe in and out deeply, recovering from the overwhelming feelings that were still subsiding.

The itch – or the horny, she guessed – was mostly gone now. Somehow, it was still there, unlike last time...but she needed a break now. Now that she wasn’t buried in Starlight’s pussy, she almost felt kind of tired. But the horn still lodged in her pussy still felt tingly, keeping her energized enough to not just fall over.

“Did...did you have fun?”

Harmony felt her ears twitch as Starlight said the first full sentence out of the two of them in a long time. She felt like her brain had to work extra hard before she could respond and move her lips the right way. “Y-yeah...lots.” And she had. Who would have thought that her first day at school would have ended up feeling so good…?

“I’m glad to hear that…” Starlight sighed happily. Harmony felt a sudden movement down below, and squeaked as Starlight’s horn slid out with a little pop and an accompanying extra wave of warm goodness. She arched her back a little as it traveled down to the tips of her hooves, but then relaxed and sighed happily in turn as the pleasant memory of its journey remained.

They both just sat there for a bit longer, panting alternatingly as they thought about things – or at least, as she did. Who knew what Starlight was thinking about, if anything. But apparently she was thinking something, because soon Harmony found the unicorn’s pussy sliding down out of view, far below her, and then the attached rump hitting the floor with a gentle thud. Gratefully, she returned to all fours as Starlight scooted out from under her – standing on all fours was way easier than just on two and two on the wall. But then, that wasn’t something she did much. Maybe she’d have to practice that.

“So...what did you like about it?” Starlight asked as she stumbled behind her desk and took a seat, nodding towards the other seats as if to say she should do the same. Harmony complied, wobbling over on her newly weak legs and sinking onto the nearest chair with a floomph. She had to hold back a giggle as she realized how messed up Starlight’s hair was now. It was all frizzy and sweaty, to the point she almost looked like a weird clown. Then her better senses took over, and she realized she probably looked pretty similar; being made to cum was kind of an intense experience, even if you’d done it before. Probably. Those were questions for later. For now, she had to answer a question. What did she like about it?

“...does everything count?” she asked, grinning sheepishly. Starlight did giggle, but still shook her head. “Okay, well...I think it was fun to try that eating out stuff.” And it was fun. She could still taste Starlight’s sweet pussy juice when she licked her lips.

Starlight nodded. “I enjoyed that too. You really did a great job for your first time, Harmony.”

Harmony found herself blushing at the compliment, even though she wasn’t quite sure why. It did feel nice, though. What else had felt nice? “And...the horn stuff was fun. It was tingly and like, hot, but cold, but...good too.”

“Really, now?” Starlight leaned forward and propped her head up with her hooves. “Tell me more.”

More? What more was there? “Uh...well...it was kinda… you know…”

“Where did it tingle? How much? What were the best parts of it?”

Oh, at least she had something more specific to focus on now. “Well...mostly all inside, but a little bit at the front?” Come to think of it, she was almost certain that not all of Starlight’s magic had stayed inside her. She briefly remembered one moment where it felt like some even managed to hit her clit, which was decidedly not part of her insides. “And it was a lot of tingling, but kinda...mm...well, the weird temperature stuff was the best part of it. The tingling did remind me a bit of the tentacles, too.”

“Interesting.” Starlight smiled, leaning back before blowing a tuft of stray mane out of her face. “Well...any questions while we wait for the next round?”

“Um...yeah, a few.” More than a few, actually, that had been in her mind ever since they’d started off in the office. Some were more burning than others, but one was burning the most, so she asked it: “What...is all this stuff we’re doing?”

Starlight seemed like she didn’t want to answer for a second; she pursed her lips and stared out into nothing. She even used her magic to start the cocoa machine over on the side of the room. But then Harmony did get her answer, even though it made little sense, at least at first. “Well...when two ponies enjoy each other’s company a lot, they might do things like what we’ve been doing to feel good. Everything has its own name, but all of those things fall under one name: sex. Usually it’s done between special someponies, but not necessarily.”

Ohhh, so that’s what a sex was. She’d heard the word before, but never really knew what it meant. But wait...they weren’t special someponies. Unless...were they…

“Are we special someponies, then?”

Starlight’s face turned super red almost immediately. Granted, it had been a little red already, but now it basically became a tomato as Starlight just about hid behind the desk. “N-...no, Harmony. We just...I’m just helping you out because Jeffrey made you horny. Nothing more.”

“Oh.” Harmony hmmed as she stared down at the floor. It made sense; after all, they’d barely spent any time together. But then that made her curious, and possibly a little disappointed, about what that meant: “So...will we not get to do the sex anymore?” She really wanted to keep doing it. It felt good, and it made Starlight feel good too, apparently. Given that, why couldn’t they?

But somehow, Starlight just turned even redder, and even began sweating a little bit. She didn’t say anything for a good ten seconds, and even when she did, it was just to correct her on how to use the word sex, apparently: “...have sex, not do sex.”

“Oh. So…”

Starlight sighed, finally becoming a bit less red as she did. “First of all...yes, we can have more sex today. It’s only proper that I help relieve you so you can succeed in your future studies.”

“But what about tomorrow? And after that?” Heck, why not every day? Sex was great. Sure, she had classes and stuff, but she could easily see spending a lunch break or two to nip on over to Starlight’s office and have a quick sex break instead. She didn’t understand why Starlight didn’t seem as eager about it all.

“I...don’t know, Harmony,” Starlight eventually managed, swallowing extra hard. Harmony frowned in turn, feeling her insides swirl a bit for reasons she didn’t quite understand, other than maybe disappointment. She liked Starlight, and she liked when they did – er, had sex. Was it possible that…

“Do you not like me enough for more sex?”

Another sigh. Starlight sure seemed to like sighing. But she finally became a good bit less red in the cheeks, and stood up to walk around the desk. She knelt down and made sure that they were making strong eye contact before answering.

“I do like you, Harmony.” Harmony glanced down as she felt Starlight take one of her forehooves in both of her own and gently squeeze it. “I like all the students who come to me for guidance, in one way or another. In fact, though it didn’t start this way...I’ve come to like you a good bit more than some of the other students. You’re such a fast learner, you’re polite, and...I won’t lie, you’re a bit cute too.”

Now it was Harmony’s turn to blush. Nopony had ever called her cute before besides mom and dad...but Starlight just had, and she kept talking and saying nice stuff too. “If it were up to me, you’d be welcome to swing by my office anytime you need some stress relief, and we’d blow off some steam.”

Rainbow Harmony blinked. “Is...it not up to you? You’re...the counselor and stuff.”

Starlight shook her head. “No, it isn’t. Some ponies...don’t like when older ponies like me have sex with younger ponies. Even just being a little romantic is kind of...frowned on.”

“Why?” It didn’t make sense to Harmony. If it felt this good, why couldn’t anypony and everypony do it? Heck...she wanted to do some more now. Which was apparently fine, but what would the future hold?

“I…” Starlight finally just stood up and shook her head. She smiled weakly, too, before levitating over some hot cocoa for both of them, the machine already done with its drink-making process. Harmony took a quick sip, enjoying the just almost scalding temperature as Starlight opted to not sip hers for the moment. “Listen,” she said, leaning back against her big white desk. “It’s...complicated. Everything about this is, to be honest. If you want to talk more later, you’re more than welcome to come to my office tomorrow during any of your free periods. But for now...let’s just enjoy the time we have, okay?”

“Okay.”

Rainbow Harmony knew she wouldn’t really get any more answers from Starlight after that, especially with the way that red tinge on her red cheeks seemed to never quite fade away. So she was somewhat content to just sit there and quietly take turns sipping on hot cocoa. She sipped, Starlight sipped. She sighed, Starlight sighed. It was a silent game of charades where nopony really won. All that happened was occasional sips of chocolatey goodness, and the resultant heat growing in her belly from it. Come to think of it, that heat seemed to be spreading down to her midsection, out to her legs, and to her...oh. There it was again. But it was weaker than the other times before, so maybe she could ask one more question before they got into sex itself once more.

“Um, Starlight?”

“Hm?” The unicorn peeked around her mug, as she’d been mid-sip when addressed.

“Well, you know how when you make someone cum, or the feeling when you are cumming...does that have a name?” It felt kinda strange to just call it a cum after all. It felt a little too...understated?

“Oh! There’s a couple of names for that,” Starlight said once she’d lowered her mug. She seemed to be back to her usual happier self, at least. “Some ponies call that an orgasm, others call it a climax. They’re used slightly differently, though. Such as when somebody cums, they’re having an orgasm, because they’ve reached their climax. Does that make sense?”

The filly nodded. “Uh-huh.” Those words felt better. She didn’t like having cums, but instead having orgasms. It rolled off the metaphorical tongue a lot easier. Sip. Mmmhhh...hm. Okay, she had another question after all. “You remember the tentacles – um, Jeffrey?”

Starlight chuckled, finishing off her cocoa and setting the mug aside. “I’ve known it for a while. What about it?”

“Well…” Harmony felt her cheeks grow hotter as she recalled her time in the surprise closet, the feelings it brought back only made stronger by the afro-whatever-it-was. “I...had a bunch of the things in my mouth and butt. Was that sex too? It felt kinda like what we’ve been doing, but...different.”

Starlight paused, and seemed to think of her next words carefully...but then she nodded and sat on the edge of her desk, wiggling her rump back to make sure she wouldn’t fall off. “Yes, actually. Sex with your...butt, as it is, is called anal sex. And sex with your mouth is called oral sex. That one also includes eating out and stuff like that.”

“Oh…” It did make sense. She hadn’t known what all that was about earlier, but it turned out it was just another form of sex. She had to admit she really liked it, and was a bit surprised they hadn’t done anything involving it yet. But more to the point...she found herself wishing they could go back there again. She said as much; maybe they could dip down there, provided they were still in a period where nopony else would be around to interrupt them. “So...can we go back to the closet? I wanna play with the tentacles again.”

Starlight started to nod, but then Rainbow Harmony saw her stop, and a small smirk form on her lips. “Actually...why leave? We can play with some tentacles right here.”

“We can?” The filly looked around the room, as if she thought tentacles would soon materialize from any of the innocuous openings in the area. Disappointingly, they didn’t.

But un-disappointingly, Starlight nodded eagerly, with a weird sort of glimmer in her eye. Maybe that was where her name came from. “Yes. In fact...I’ve been thinking of how best to really scratch every little bit of your horny itch, as we’ll call it. Heck, we might be able to get you into your fourth period with everything taken care of. All it’ll take is you, me...and a whole lot of magic. But I’ve got more than enough to spare on the thing I have in mind.”

Harmony had never really understood how magic worked, but she was aware of the idea that each unicorn had only a certain amount they could use, just like every pegasus had a different flight time. She wondered briefly what the comment had to do with tentacles as she drained the last of her cocoa, but then her jaw dropped as she realized: “No way...y-you can just make sex tentacles?!”

Starlight laughed out loud for probably the first time Harmony had ever heard. It was light, airy, and full of joy. She didn’t really get what was that funny at all, but eventually Starlight quieted down to answer. “Well, I mean...any kind of tentacles I want. But that does include ones to be used for sex.” Almost as if just noticing that she was done, Starlight grabbed Harmony’s cocoa cup with her magic and gently placed it with the other emptied one on her desk. “So...what do you say? Are you ready for some more fun?”

Harmony beamed, feeling her heart rate pick up in anticipation, and her wings flutter in excitement. More of her newest favorite thing? Don’t mind if she did! Even her pussy joined in the excitement; it seemed to already be warming up in anticipation as she signaled her approval:

“Heck yeah!”

“Wonderful.” Starlight pushed off from her seat on the desk, landing with a gentle series of clips and clops. “So, here’s what I have in mind…”

Tentacular Times

Starlight definitely had something in mind. And Rainbow Harmony had to admit...even though they hadn’t actually done anything yet, the way they were positioned had her squirming already. Maybe it was just the special horny juice moving about her body, but whatever it was...she was still squirmy nonetheless.

They were both on the floor this time, but in a much more comfortable position than Starlight had had last time. The guidance counselor sat on her rump and upright, while Harmony was nestled onto her lap. Starlight had also wrapped her big old adult hooves all the way around Harmony’s midsection and was holding her tight, such that not much of her weight even rested on anything solid at all. The filly’s own hooves were pinned underneath Starlight’s as a result of this position, and try as she might, she was no match for the strength of a full grown mare. Every attempt to wiggle them off from being pinned to her chest just led to grunting and her losing a bit of energy. Maybe if she twisted this way, or pushed hard enough...nope. Starlight was just too strong. Not that Harmony really wanted out; she was sure she would be let out if she asked to be. But knowing that she wasn’t going anywhere with her own physical efforts gave her that tingly horniness. It was like the tentacles again, but this time with a pony!

Her forehooves weren’t the only things that couldn’t move much. The way they were sitting, Starlight had wedged her hind legs between Harmony’s thighs, before spreading both of their legs wide open with hers. Even though she couldn’t look down very well over the bulk of her front body and Starlight’s tightly-hugging hooves, she could feel a gentle breeze gently blowing over her bits, which were now more exposed than they probably ever had been. The juice was definitely back in full force, and so was the urge to touch herself there...but because Starlight had her pinned in a tight hug and had her hind legs forced apart, all she could do was wiggle and whine. They’d been there for minutes now, and she was still getting hornier! She could feel Starlight breathing slowly, squeezing a little harder every now and then. Her fur was soft, but only added to the warmth that Rainbow Harmony could feel building up in every inch of her body. She couldn’t even thrust at the air like she had when the tentacles had grabbed her in the closet earlier...all she could do was pant and feebly squirm, feeling alternating pangs of horniness and frustration rock every bit of her body.

“Can you feel it?”

Harmony’s ears twitched as Starlight suddenly whispered directly in her right ear, saying the first full words out of the two of them in minutes. She almost opened her mouth to ask what she should be feeling, but Starlight was way ahead of her. She squeezed the hug just a little bit tighter and lowered one of her forehooves just enough to tickle the filly’s cutie mark area.

“The itch.” Harmony shuddered as Starlight paused to very slowly drag the tip of her tongue against the tip of one of her flattened ears. “That burning feeling, the heat, the raw want, the arousal...the need. Can you feel it?”

“Mmnh...haah...y-yes…” She did feel it. In fact, she almost felt every single sensation described in the order that Starlight said them. Her limbs were filled with lava, her mind with wanting, and her entire world with the need to cum again. “Haah...I-I n-neeeed…”

“What do you need?”

She knew this. Or at least she thought she did. No, wait; she definitely did. Her almost-throbbing pussy knew too. Even that gentle breeze was now stimulating her ever so gently, but it was never enough, no matter how hard she tried to grind against it. She needed to… “I...I n-neeed to…hahh...mmmmh...c-cum…”

Harmony could feel Starlight’s chest shake behind her as she quietly chuckled. It was a deep, warm affair that somehow seemed to make her cheeks even warmer than they already were. “And what should I do about it?” Starlight asked, gently nibbling on the tip of Harmony’s left ear.

She shivered as everything sank in: the gentle pressure of Starlight’s teeth, the little bit of saliva left behind, the sensitive parts in that ear tip absolutely lighting up with delight. But as much as the action delighted her and increased that both-wonderful-and-not heat within her...how was she supposed to answer that question, especially when the nibbling didn’t stop? “Hahhm...you...mmh, I could...t-tentacle meee?”

“Tentacle you?” This time Starlight giggled, squeezing her gently once more and spreading the both of their legs even wider. She winced as her legs were stretched to their absolute limit, and her pussy was shown to the world with absolutely nothing protecting it. Was that the wrong answer? Why couldn’t Starlight just tentacle her already? She needed it. “That’s not a very good way to describe it...but here, I’ll tell you a better way to ask for it.”

“Wh-what...mmh, is it?” She was almost holding her breath now as her crotch swirled with liquid magma and horny desire. Was this it? Would she finally be allowed to cum again? Have something fill her up, or touch her outsides, and bring her to...orgasm, it was called? Could she be on top of the world again?

“In this case...you’d ask to be fucked.”

That was a new word for Harmony. She’d never heard it before. She tested it out, even though her lips and tongue barely listened to her anymore, preferring simply to remain open and dangle out, respectively. “F-fuuhcked?”

“Yes. So, just so we’re clear...do you want me to fuck you?”

Even though she still barely knew the word, or what exactly it was supposed to mean anyway, the way that Starlight emphasized it even in her silky-smooth whisper still made her spine tingle. “Y-yesss...hah...p-please…”

“Hm? Please what?” The smell of vanilla was in the air once more, it seemed, though this time coming from the bit of Starlight’s mane that hung over her face as she leaned over, looking her in the eyes.

“Pl-pleasee...hhaaahhmmm…” Why wouldn’t her mouth just move? She knew what she wanted. She wanted to be filled, to feel good, to ride everything all the way to the top and cum...she wanted...no, wait, she needed Starlight to...j-just…

“P-please...ffffuck meeee…!”

The world seemed to freeze in a single moment of unbearable tension as Starlight listened...but then it all brightened as, glancing up through the tattered remains of her multi-colored mane, she could see Starlight smile and lower her eyes in that one way again. “Mmmn...that’s a good girl.”

Good girl. That was a weird thing to call her. But...she kind of liked it. And that reflexive extra blush it brought to her cheeks only deepened as she watched Starlight’s horn light up, glow, glow some more...and keep glowing? Was something supposed to be happening?

Something did happen. As her gaze flicked back towards the world, a gasp bubbled out from her chest, and her heart was sent fluttering as she saw it. At first there was just a little circle of light blue sparkles among the bright purple carpet. But as she watched, the circle stretched, morphed, and grew. Emerging from the circle on the floor was a slithering, glittering, half-transparent...tentacle. She had to admit she’d only half-believed Starlight when she said she could make one out of just magic...but here it was. In fact, there was a second one coming up beside it, wiggling back and forth like it was a snake being soothed by a snake charmer. They weren’t as thick as the purple surprise closet ones, but they were still large enough that she wondered if they’d even fit inside her. They probably would...but the fun part was going to be finding out, anyway.

Even though she knew why they were there, and what they would feel like, Rainbow Harmony still couldn’t help but to try and twitch her legs closed as the shimmering tendrils crept closer. They took their sweet time, because they knew as well as she did that she would be offering no resistance to them whatsoever – Starlight’s seemingly strong-as-steel legs kept her own locked wide open, and any other limbs that might be useful in struggling locked down as well. Even her wings could barely flutter at all given that they were smooshed back against Starlight’s body. There was no escape, and they both knew it.

Eventually, the wandering tubes arrived at their destination. There was little Harmony was capable of doing except for breathing faster and moaning louder as the tentacles positioned themselves. One coiled upwards until it was directly opposite her soaking, exposed pussy, and the other settled for twirling around its twin and aiming for her butt. Neither seemed in any hurry to enter, but despite all outwards signs, she wanted them to. She wanted them to fill her up, to make her feel good, to cum. She wanted to squirm about, panting, moaning, and letting her body sing as they scratched that itch, quenched her thirst, and fed her hunger. She wanted...to be fucked. Hard. But Starlight seemed intent on not doing that. Did she have to ask again? Maybe that was it. She didn’t even care how many times she would have to ask, she just needed to be fucked!

“Pl-please…mmmmfffuck mmmeee alreadyyy!”

The next two seconds were probably the longest of the filly’s young life. She swore she could hear her heartbeat, hear Starlight’s heartbeat, her breathing, Starlight’s breathing, and even a weird twinkling sound that was no doubt the magic that the tentacles were made of. The suspense was unending and unbearable…

Until both tendrils plunged suddenly into both of her holes, without any foreplay at all.

“MMMNNNNNNPHHH!”

This was it. This was everything she’d asked for and hadn’t asked for. In an instant, she felt fuller than she thought full could be. Both slippery tendrils wasted no time in slithering as far as they could in a straight line before sliding out to their tips, and then repeating as quickly as they could. There was no teasing this time like Jeffrey had done, or like Starlight had done at first too. Now she was just being fucked – filled, thrusted into, used. Her hind legs quivered as she tried her best to squeeze them together, if only to tighten her pussy so that she could squeeze the welcome intruders harder. But she made no progress. All she could do was throw her head back, strain, and moan as they plunged in and out, in and out, working in unison, like an unrelenting machine whose only goal was to make her cum. And maybe it was just the way the world seemed to spin a bit that made her doubt what she felt, but...she felt them kind of tingle, too, just like Starlight’s horn had.

“Do you like getting fucked?”

And there Starlight was again, whispering happily in her ear as if this was just another average Monday for her. Harmony burbled and struggled as the sharp drafts of air from Starlight’s whispering tickled her ears. Her mouth and tongue flopped around as she tried to make an answer, but failed. All she could do was give in to how good it felt to be fucked. Luckily, Starlight didn’t seem too intent on making her answer; she just kept whispering as the tentacles just kept fucking both of her holes.

“How does it feel knowing that I’m the one making you feel this good? How does it feel knowing that I’m fucking you, trying to make you cum so hard you won’t be able to walk straight afterwards?~”

It...it felt good. It felt great. It felt perfect. Her back was almost constantly arching, her spine almost constantly tingling, and her voice box almost constantly vibrating as she sang her pleasures to the heavens. She could feel juices running down her legs, no doubt being splattered from her thoroughly-ravaged pussy. She could feel waves of burning, tingly pleasure radiating out from her very core as every bit of her that could squeeze down did. She almost never wanted it to stop.

“And how about now? What if we switch it up a little?~”

Not much seemed to be different, as far as she could – oh. Oh. Now the tentacles were alternating. As she felt one inside her pussy smush as far back as it could, stretching her as wide as it could, the one in her butt slithered almost all the way out. The whole thing would happen again in reverse, sending smaller shockwaves of pleasure than before, but much more rapidly. Every single second had multiple pulses of pure bliss shooting over her body, now white-hot in its intensity. She couldn’t stop shuddering and trying to squeeze her legs, or wiggle her front ones out, or anything, and her failed efforts only made everything feel that much better. She thought maybe she was even beginning to see stars at the edges of her vision.

“Mmmm...you ‘sing’ wonderfully. Those cute little moans of yours...I wonder, how high can we make them go?”

That was a good question. She wasn’t even in control of her voice anymore, it seemed. All she could do was moan and groan her lungs out as her world was shaken to its very core, and the invisible lava of pure pleasure filled every crevice it could leak into: “Ahhhhh! Mmmmnn! Mmmmph! A-aaaahn! Haah! Mmm-mmm-mmmmhh! Ffffaah!” Words? What were those? All she knew now was pure fucking bliss.

“Getting close already? Do you want to cum for me?”

She did. She really did. If she could have thrust outwards to meet the alternating thrusts of Starlight’s magical tendrils, she would have, but was cruelly denied by the lack of leverage she had. But that was fine. She was almost there. The stars at the edge of her vision now danced in the center of it. Even despite the obstruction, her wings were fluttering so fast that she thought she’d take off and fly straight to the moon. The pressure was building along with the heat, both of which she recognized so well. She felt like she’d explode into lots of tiny, but satisfied, pieces. Her heart was thumping so fast it almost sounded like somepony was doing a drum roll. Her legs were twitching even against her conscious efforts. She was almost there.

“Ask for it. Ask me to let you cum. You don’t want me to slow down, do you? Not when you’re so close.”

No, she didn’t want that. In fact, she swore she felt the thrusting slowing down already. No! She...she wanted to finish being fucked. She needed to cum. Maybe if she tried hard enough, she could listen and do what Starlight wanted. Then she could cum!

“Ppppp-pleeaaase...haaah, mmmn! Lllllaaah! Hhmm!”

“Please what?~”

Even though Starlight’s half-whispering sounded like the sweetest honey to her trembling body, the words themselves frustrated her to no end. She knew, didn’t she? Why did she have to say it? Couldn’t she just cum? Unless...was this part of it? She liked not having control over the unrelenting tentacles endlessly pushing in and out of her holes, the unending warmth radiating from her core, the vocalizations tumbling from her throat. Was this little back and forth just another way to show how little control she had? If so, maybe...it wasn’t all bad. Her spine tingled just a little extra bit, and her hips wiggled just a little more insistently as she tried to piece the last words together: “Llllleeehht...m-meee, ahh! Hmm! Mmnh...c-cuuuhhhhh...cahhh!”

Everything stopped for a second. Then everything actually stopped – magical tentacle thrusting, Starlight’s gentle whispering, and the building peak she’d been begging for so badly. What had she done wrong? She could feel the orgasm slowly receding no matter how much she tried to wiggle and force the sparkling limbs deeper inside her holes, to stimulate her insides, to satisfy her endless thirst. All she could do was whine and appeal to the pony who had her so helplessly desperate for satisfaction: “Mnhhh! Ahhh! P-pleeeeeeaaaaase!”

“That’s a good girl...always being polite, even when I’m not~”

Harmony barely had any time to process these latest whispered words before Starlight kicked things into overdrive. The tentacles began pounding her pussy and butt twice as quickly and twice as hard compared to earlier. The room was filled with loud schlicking and the sound of her lungs doing their best to express just how good she felt. Where the heat inside every bit of her being had cooled slightly, it now became even hotter than before. She could feel every thrust send shockwaves through her very existence, feel her pussy clamping down on its welcome visitor like a vice, and even feel her eyes fluttering as her vision danced with stars, colors, and things that she didn’t care to recognize anymore. Just a few more seconds, and she’d finally...be...cumming…!

“Haaaaaaaah! MMMMM! FFFFFFAAAH! MMMGGNNNN!”

She came. She came harder than she even thought was possible. Her body shook, her voice trembled so much it sounded like she was yelling into a fan. All of her insides seemed to suddenly fill with the sparkly magic of the tentacles, simultaneously building and releasing pressure that brought intense warmth both when it came and when it went. It came in bumps almost perfectly in time with the furiously-fucking limbs sliding in and out of her holes as if she were made of butter. It was like fireworks were going off inside her, each pop sending waves of lava-hot relief and ecstasy, flashes of color into her vision, and even brief moments of absolute thoughtlessness in which she could only try to squeeze everything together and ride it out. The tendrils were relentless, still pumping in and out – she could feel them as they traveled up her belly, then back out, bringing nothing but absolute heaven both ways. She could even swear that she felt something liquid trickling into her pussy hole, and something that wasn’t her juices either – it was thick and tingly, just like the tendrils that made it. She hardly had time to notice it as her mind swam between focused and aimless bliss, though; all she knew was that it was somewhat sticky and seemed to coat her insides like so much marshmallow. It still seemed right nonetheless.

Everything was right, in fact. The happy fluttering her wings did behind her, the delighted spasming of her front hooves as Starlight held them close to her heaving chest, and yes, the soft, warm body of Starlight herself as she pressed back against her as hard as she could. That lavender fur suddenly felt velvety soft among all the irresistible waves of satisfaction crashing across her body, even if part of it was also focused on stretching her legs so wide open that she had no hope of reducing or increasing the stimulation being forced upon her. But honestly, that was how she liked it. She never wanted it to end.

“That’s right...cum for me, that’s a good girl…”

Those extra sugar-sweet whispers only seemed to make her feel even better, even as her pussy slowly stopped spasming, and the supernova of heat within her was reduced to merely an oven. It felt so good to be called good, especially when it came at the end of something that felt that good. By the time she returned to reality – her pulse dropping to relatively normal levels, her hind legs relaxing, her internal muscles relaxing, and her noticing the sheen of sweat she now seemed to be covered in – that warmth remained. She was a good girl, and it felt good being one.

As the earthquake of an orgasm receded, Harmony was finally able to breathe easy. The distant twinkling sound of Starlight’s magic faded, and just as quickly, so did the tentacles. One second her holes were stretched beyond their normal limits by half-see through tendrils, and the next, they were snapping shut around the empty air that rushed in to fill the tendrils’ space. Shudder. That sent one last tingly lightning bolt up her back that she wasn’t quite prepared for, and sent a tired, but satisfied moan tumbling from her lips.

Finally, Starlight relaxed the position. It almost felt weird to close her hind legs again after Starlight moved her own inwards, but she managed it. Slowly, gently, she was lowered to the ground and allowed to rest on her rear, which still happily glowed in the aftermath of her best orgasm yet. Her forelegs were finally allowed to stretch out from their compressed position, as were her wings. She couldn't decide whether it’d felt better when she was trapped or freed, but decided she was glad she could have the best of both worlds now either way.

“Feeling better?”

Rainbow Harmony thankfully didn’t have to turn around to address Starlight; instead, the unicorn stepped in front of the filly’s line of sight before allowing her time to breathe and respond. She needed a few seconds to recover, but when she did recover, she was able to answer as honestly as she ever had anything else: “Y-yeessss...mmm…” She felt way better. Sure, she wasn’t even sure she could stand up yet...but she had all the time in the world to sit here and feel good. And boy, did she feel good. This entire thing just made her want to smile big, wide, and bright. And the more she thought about it, the happier she seemed to get.

“I’m glad to hear that.” Starlight smiled as she walked back over, opting to sit next to the filly instead of convincing her to move back to a chair. Harmony’s uncontainable smile reached its widest as Starlight leaned gently against her, adding to the still-swirling heat inside of her. It felt nice, made her feel safe...not that she had ever felt unsafe. She just felt safer, for some reason. Kinda like she felt with mom and dad when they cuddled every night. This was similar. Heck, it was almost the same. All that was missing was a cozy fireplace and a warm blanket.

“So...not a bad fix to the problem, all things considered, huh?” Starlight turned to wink before draping an arm around Harmony’s shoulders and pulling her in closer. The filly was content to just burrow deeper into that now-familiar scent of vanilla and plum; to get lost in it. A forest of warm, fleecy fur, a firm but still gentle hug, and a pony who, despite only seeing her in pictures before, had quickly become one of her favorite faces now. Other than mom and dad, of course.

She realized she still hadn’t answered, though, and so she nodded, enjoying the feel of fur against fur as she did so, even if her own fur was a bit more knotted and sticky with sweat. “Yeah...that was fun…” And it had been. She even let out a little chuckle at how scared she’d been earlier. It all seemed a little silly now how much she’d been afraid of stuff that turned out so good...even if it wasn’t anything that had been on her schedule.

“So...I suppose now is the best time to go over dirty talk,” Starlight said, gently rubbing the top of Harmony’s head as she proceeded. The filly leaned in to the petting and purred gently, but otherwise made no extra noises as she listened. “Sometimes ponies say...certain things during sex. It’s not like they don’t mean them, but...they reflect a bit of a different reality. Remember how I called you a ‘good girl’?”

“Mm-hmm…” How could she forget? She didn’t know what any of this different reality business was, but she still remembered that phrase. Good girl. It was a little weird but it felt so good. It was like being praised not only for doing good but being appreciated as a pony in general. She liked it, a lot. She wished more ponies called her a good girl.

“Well...that phrase is usually reserved for pets,” Starlight explained. “Not always, of course, but it usually implies that whomever you’re speaking to is of a lower rank than you, so to speak, and their only role is to behave.”

“So...am I a pet then?”

She seemed to be two and two for asking questions that made Starlight turn incredibly red, because that’s exactly what Starlight did after she said that. She didn’t understand why; it was a simple question. She did used to play pretend pet with her old friends anyway, so was this really any different? Other than the sex part, obviously.

“...you know,” Starlight eventually said, plastering a bit of a smile back on since her last one had fallen off, “that depends. Would you want to be one?”

It was an odd question for sure. But as she thought about it...pets got pets, like she was getting now. They also got lots of love, which she liked. Starlight seemed nice enough to love right back since pets usually did that too. And she knew so little when it came to that sex stuff that she might as well have been a pet. But above all, that “good girl”...she could get used to that.

“Sure!” Harmony eventually chirped, snuggling into Starlight’s side a little bit more deliberately. She could feel the unicorn suddenly releasing a lot of tension, even if just a little bit remained. She wondered why.

“Okay, well...whatever makes you happy.” There was a brief pause before Starlight spoke again. “I was thinking about what I said earlier. Remember how I said some ponies didn’t like when older ponies like me get...involved with younger ponies such as yourself?”

“Uh-huh.” It was a bit dumb and she still didn’t get it, but figured Starlight would maybe explain that if she wanted to. She didn’t, but what Harmony heard made her just as happy as if Starlight had decided to clear everything up.

“Well...I think we can be special someponies of some sort, if you really want.”

Harmony felt her heart flutter on hearing that. Woah, wait, really? This was happening so fast. Her first special somepony, and it was her guidance counselor too? Even after she’d initially said no? She wasn’t exactly complaining, but...it was unexpected. And yet she couldn’t say she disliked it at all, either.

This was definitely underscored as Starlight leaned down and pressed their lips together. Her eyes widened as she briefly felt how soft Starlight’s lips were, and how her breath smelled like so much fresh mint, and even vaguely tasted of an all-too-familiar cotton candy substance. Nothing else happened, and Starlight pulled back soon after with a blush and a smile, but that sent her heart pittering more than any of the sex stuff had. Woah. That was...her...first kiss. It had come from nowhere but it was exactly as special as everyone had said it would be. Her wings fluttered giddily as thoughts of them spending more time together flashed through her head. This was the best first day at a new school ever so far.

“So does this mean we…”

“It means whatever you want it to mean,” Starlight said, giggling as she tugged Harmony back into their initial side-by-side embrace. “Listen. I’ll be honest, I...didn’t think I’d ever like any of the students here this much, let alone one so new, or that it’d happen so quickly. If this is too fast for you, I get it. But just know that my office will always be open for you, as well as any questions you may have, okay? Just...keep this all a secret between us either way. We’ll figure things out as they come.”

Rainbow Harmony still didn’t get why it had to be a secret, but she still nodded nonetheless as she buried deep into Starlight’s fluffy side. Somehow she felt even safer knowing that the fur she embedded her head into belonged to the pony she’d just agreed to spend extra cuddles and time with when she could. That's what special someponies did, after all. Even if they were only 'some sort' of those, whatever that meant. “Okay. I will.”

They sat there for a while longer, just listening to each other’s breathing and staring at the odd collections of posters and murals plastered on the walls of the office. A clock ticked on tirelessly somewhere far away from them both. The only sounds that broke the silence for a while were happy little contented sighs from both her and Starlight. Everything was peaceful, quiet, warm...and completely uninterrupted by the insistent horny feeling she’d started to think was her entire life until recently. It was nice. She didn’t ever want to leave now…

Brrrrrrrrrring!

Harmony felt Starlight return to reality with a start and turn to look at the clock, so she did too. It was only 1:00. It felt like it’d been much longer than that. But considering the school day was still going on…

“Oh! That’d be the bell for fourth period.” Starlight rose, stretching as she did so. Harmony followed suit, shaking her wings out as best she could. There were still a few stray feathers stuck in her plumage, no doubt from the physically demanding activities she’d just underwent. She’d have to preen them. But even as she reached around to do so, Starlight was gently nudging her towards the door. “Can’t have you missing any more class; that wouldn’t be good!”

Oh. She guessed she’d have to wait. But… “Wait! What about my mane?” It was a bit of a mess. She usually prided herself on how smooth and flowy it was, but now it was just a bunch of colorful strands. She really didn’t want to enter her first real lesson with a messy mane; that wouldn’t make a very good first impression.

Luckily, Starlight seemed to notice. “Oh, and...the rest of you. Here, I can help you with that...” Oh yeah, she was also a bit sweaty and her fur wasn’t the smoothest either. She briefly wondered if Starlight was going to pull out a brush and spend some extra time combing every single knot out, which would have been nice...but as it turned out, she had different plans. One second she felt that distinctive sparkly tinkling of the unicorn’s envelop her entire body, the next her vision vanished in a flash of light, and the next, she seemed to suddenly feel and look a lot better. Her coat was tamed and didn’t feel gnarled anymore, and her mane looked as if she’d just finished brushing it herself; smooth, bouncy, and perfect.

“Woah…” she managed, still not believing what she saw as she turned around to keep examining herself. She...was clean! Was this what unicorns did instead of showering? Not that she didn’t like showering, but...that was so easy.

“That’s not something I do every day,” Starlight said, almost as if she’d read her mind. Harmony noticed that she also now looked clean and presentable as she continued on, “but I think today is a proper use of that spell. Don’t want you to be late, after all!”

“But...the map?” The one she had apparently wasn’t any good, even if it had led to some very, very good things. It probably wouldn’t lead her to class correctly.

“Oh!” Another horn glow and poof later, and Harmony found herself holding a new map under her furled-up wings. “There we are. Silly me, I almost forgot. Run along now! I’ll tell your earlier-period teachers to excuse you for today soon. Be sure to have a great day from here on out, okay?”

It...all felt so sudden. One minute they were cuddling and enjoying each other, and the next she was being rushed out with a map that she wasn’t even sure was any better. But as she quickly inspected the map, it seemed a lot more different than the old one, and useful too – it was even color-coded! It’d be lots easier finding her classes now...or the ones she had left at any rate.

With reluctance, she turned to leave her new most-favorite counselor’s office. But she didn’t get more than a step away before she felt another silky-smooth kiss planted on her cheek. Her heart pitter-pattered once more as she turned to Starlight, who was bent down and smiling with those half-open eyes again. “Just one last thing...if you ever want to learn more about sex, or what exactly being a pet means in relation to it...I’m more than happy to spend lunch period ironing out the details. Don’t be a stranger, okay?”

“Okay, Ms. Glimmer!” Rainbow Harmony chirped. She definitely wouldn’t be. Heck, what kind of special somepony would she be if she were a stranger?

“That’s a good girl. Go on, now. Have a great day!”

Good girl.

She said her goodbyes and walked to her next class just fine, and every other one after. She met some of her new teachers, and even managed to make some friends in the hallways: two fillies called Citrine Spark and Winnie Waltz. They talked about all sorts of things and even agreed to hang out on the weekend already. The students seemed much nicer than at her old school. Later, she went home and gushed to mom and dad about her new friends and school, but not the sex stuff and her new special somepony, because she didn’t want to break her promise to Starlight. Soon after she was tucked into bed, she could still hear the words swirling in her head. They were nice, and made her feel so warm she swore she was having some weird sort of pleasant fever. She liked them so much that as she fell asleep, she resolved to visit Starlight again tomorrow so they could explore a bit further why these words seemed to have so much appeal.

Maybe she could learn how to be an even gooder girl in time.

But for now, she had to sleep.

Like a good girl.