Author's Note

Kinks included Tentacles, double, and even triple penetration, stomach bulging, and near mindbreak.

Study Buddy 18+

Twilight pulled another book from her bag and set it on the dresser before reaching back in. When she found that she had finally reached the bottom, the pony sighed and fell onto the bed. There she lay, staring up at the ceiling while outside the room a few creatures could be heard chatting to one another.

Her eyes shut tight, and her body fell slack, relaxing for the first time in what felt like forever. Though in reality, it had been only a good twenty-four hours or so.

The door to her room was suddenly kicked open, and a moment later Rainbow Dash landed in his own bed. With a groan, she tossed aside the heavy book-laden bags on the ground next to her, the tomes making a loud thump.

“You shouldn't treat your books so poorly,” Twilight remarked halfheartedly.

“Whatever. They're all hardcovers anyway,” Rainbow Dash muttered through the pillow currently pressed against his face. “Just like my back door, they can take it.”

Twilight blushed and went back to looking at the ceiling. “Thanks for that by the way.”

“You better be glad,” Rainbow Dash exclaimed, rolling onto his side. “I couldn't sit properly all day and that was after doing like an hour of special exercises to keep my butt from gaping.”

“Don't be so crass,” Twilight exclaimed. “I’m trying to thank you for helping me with my erm, little problem.”

“I wouldn't say it was little. More like massive, throbbing, and feels fucking great when it bangs up against my prostate,” Rainbow Dash sat upright, his small cock twitching against his torso. “Speaking of which-”

“No. We can't go again,” Twilight interrupted. “I need to talk to Moon Dancer today before she gets too caught up in her own projects.”

Rainbow Dash rolled his eyes. “Fine then, it can be a quickie.”

“I really can't,” Twilight replied, sitting upright as well. “I barely got any sleep last night thanks to you.”

“Hey I wasn't the one who came into the shower, then came inside me,” Rainbow Dash retorted.

Twilight's blush grew more intense. “Still… I gotta do this. Celestia is counting on me.”

“Oh fine. If it's princess duty then go on. See if I care,” Rainbow Dash exclaimed.

“Don't be such a tsundere,” Twilight stated.

“Sunderwhat now?” Rainbow Dash asked.

“It's a… you know what. Never mind,” Twilight replied, hopping off the bed. “I better get moving if I want to have time to get my homework done tonight.

“Remember to knock when you come back, or don't and just join in. I love getting spit-roasted,” Rainbow Dash exclaimed, the feminine stallion miming the action of sucking a dick.

Twilight rolled her eyes off and walked out of the room, doing her best to keep her erection from rising. Thankfully a cool breeze from a nearby window helped to calm down her urges and kept her from sporting a stiffy. Instead, she was left with a distant burning desire, one that she could be able to dismiss after a few seconds of walking.

Once gone, she looked around and took note of the fact that she had wandered into one of the common areas. The large, spacious room had several couches, a few study nooks, and even a small but well-stocked library. It also housed over a dozen creatures, most of whom were ponies that were chatting, reading, gossiping, or fucking casually in front of everyone.

A few were even doing those last two things at once, like the pair of futa mares currently in the missionary position on a couch. Their manes were nearly identical, with both being the same length while also being curly, with a fair amount of bounce. The two were also unicorns, though their coloration couldn't be more different. One had bright yellow fur and a soft blue mane, while the other was an off-white with a bright pink mane.

“Oh shit it's her,” one whispered while thrusting into the other. “Do you think it's true that she's Celestia’s new chosen?”

“I don't, umf, know but wow did her and Rainbow Dash go at it last night,” the other replied.

“No kidding. I could hear them even over your girly squealing,” the first one teased.

“H-hey!”

Twilight ignored them and the other idle gossip or speculation that erupted the second she walked into the room. Though annoying, it wasn't such a pain that she couldn't brush past it fairly easily. She had grown used to such a thing, what with her foal sitter being an alicorn, who was also dating her bbbff.

With her mind focused completely on her goal, Twilight trotted quickly down to the first floor of the building. There she maneuvered through the many corridors and hallways until she found the small office set aside for her floor leader. The door to which was closed, and made a hollow thumping sound when Twilight tapped it with her hoof.

“Oh uh, come in!” shouted a nervous voice from within.

Twilight obliged, and opened the door to find a unicorn sitting behind a desk, one who was a few years older than Twilight herself. Their mane resembled Rainbow Dash’s in that it was a bit ragged, and likely hadn't seen a hairbrush in a long time. Unlike Rainbow Dash’s, this pony’s mane was a two-toned mix of a deep, vibrant blue and a light pale grey color.

Their fur was also a light teal and her cutie mark was that of a half-turned hourglass filled with sand. This other pony was also blushing profusely, and sitting abnormally straight in her chair despite having been alone until now. Twilight was tempted to inquire as to what the older pony had been up to but decided that she didn't really care.

“Colgate, right?” Twilight asked.

“Err yeah. That's me. Did you need something?” replied Colgate.

“I wanted to know what room Moon Dancer is staying in,” Twilight answered.

“Why do you want to know, if you don't mind me asking?” Colgate pressed while flipping through papers in search of something.

“I used to be friends with her back in high school and was hoping to catch up with her,” Twilight declared.

Not quite the whole truth, but not a complete lie. Twilight thought to herself.

“Aww, that's sweet. She's on the second floor, room thirteen,” Colgate offered.

“Thanks,” Twilight replied, immediately turning at the door only to stop. “Is that… toothpaste I smell?”

“Err yeah. Just, brushing my teeth. Healthy gums are important you know,” Colgate offered, the pony grinning a bit too wide.

Twilight glanced over her shoulder and noticed that the pony’s teeth were actually kind of gross. She then realized, for the second time that day, that she didn't care and decided to drop it with a shrug. Departing the room, Twilight pretended not to hear the exasperated sigh of relief that came from within.

Instead, she simply focused on finding the stairs once more and ascending to the second floor. There she found a very familiar floor, only this one was slightly less grandiose than the one Twilight was quickly growing used to. That wasn't to say it was ugly, only that there were fewer statues, and more rooms packed into less space.

“Room thirteen. This is it,” Twilight muttered to herself.

The unicorn stood there quietly, merely staring at the nameplate next to the door. Moon Dancer had been engraved upon the silver plaque, marking this as the place she was looking for. Despite this, Twilight didn't knock, instead, she continued to stand there, silently considering turning around.

“I know your out there. You might as well come in,” Moon Dancer shouted from inside.

Twilight cursed under her breath before awkwardly pushing the door open and stepping inside. There she beheld her old friend Moon Dancer, who still wore the same old itchy black sweatshirt and taped-together glasses. Her raggedy, unkempt multi-hued mane of red and purple was done up by the same hair tie, keeping her wild mane from falling into her eyes.

Other than that, the mare wore a slightly annoyed expression on her face, and she glared silently at Twilight. The rest of her appearance wasn't much better than her mane, as the pony’s light yellow fur was long and likely hadn't been brushed in a while. Her cutie mark was obscured, but Twilight knew from experience that it was of a moon and three purple stars.

The pony was currently sitting behind her desk, though she had turned around just enough to look at Twilight. Who stood awkwardly in the single room, looking around and desperately trying to think of something to say.

“So… a single room eh?” Twilight offered before kicking the door shut behind her.

“I like my privacy. Now is there a reason for your presence or are you here to disparage my taste in literature again,” Moon Dancer exclaimed.

“I did not-” Twilight stopped herself and took a breath. “I’m here to apologize, and to ask for your help.”

That seemed to take Moon Dancer by surprise, and the other unicorn raised her bushy eyebrows. “With what, exactly?” she asked back.

“Before I tell you that can I trust you to keep a secret?” Twilight inquired.

This piqued the other mare’s interest, and she lit her horn briefly, causing a wave of light magic to wash over the room. There was a second of silence as her magic went to work before the sound of shattering glass could be heard in the distance.

“Was that a scrying spell?” Twilight exclaimed in shock.

“Felt like it a powerful one too,” Moon Dancer replied, standing up from her chair. “What kind of enemies have you made, Twilight?”

“Err no one,” Twilight frowned. “Err I guess the other houses? I’m not sure how to explain it.”

“Try me,” Moon Dancer challenged.

“Alright so basically I’m Celestia’s chosen,” Twilight blurted.

“Really?” Moon Dancer retorted eyebrow raised.

“Is it really that much of a shock?” Twilight shot back.

“Yes,” Moon Dancer stated flatly.

Twilight sighed. “Okay so its a bit of a surprise, but you gotta believe me. After Cadance betrayed us, Celestia approached me and asked that I be her chosen.”

“I believe you,” Moon Dancer stated.

“Really, just like that?” Twilight replied in a shocked tone.

“I have a truth spell on my room. If you lied, your horn would have glowed red,” Moon Dancer retorted.

Twilight grumbled, and sat down on the ground, hooves crossed over her chest.

“Oh don't be like that. I believed you anyway. Now, what was it you needed my help with?” Moon Dancer inquired.

“So you’ll do it?” Twilight pressed back.

“I don't know what it is yet,” Moon Dancer explained.

“Oh right. I need a study buddy. Someone to help me strategize the best course of action to beat the other chosen,” Twilight exclaimed. “I already have a uh… confidence tutor. But I need someone whose more my intellectual equal to help ensure I don't fall behind and stuff.”

“Your intellectual superior. Or do we have to pull out those IQ tests we took all those years ago?” Moon Dancer asked eyebrow raised.

“You were only a single point smarter!” Twilight exclaimed.

“One point, a million points. I’m still smarter,” Moon Dancer declared.

Twilight groaned. “Fine whatever. Now, will you help me or not?”

Moon Dancer hummed thoughtfully and rubbed her chin with her hoof. “I suppose I should. If I don't you have no chance of passing everything and not getting your butt kicked in the grand galloping games.”

“Wow, I feel so much better now,” Twilight muttered, the unicorn’s horn glowing red.

“You didn't let me finish,” Moon Dancer exclaimed. “Provided you help me with a spell, and take me with you to your private lessons with Celestia I will help you.”

“And provided they aren't lessons only I am supposed to learn, and it's okay with Celestia, then I agree,” Twilight declared. “But what is this about a spell?”

“It is a pleasure spell,” Moon Dancer began the mare trotting over to a nearby bookcase and taking from it a large pot filled with pink goo. “Once cast on this blob of semi-animate mass, it seeks out the closest target and begins extracting pleasure.”

Twilight raised an eyebrow. “And you want to test it, how, exactly?”

“By using it on you,” Moon Dancer stated quite matter of factly.

“Huh,” Twilight murmured. “And you're just going to sit there and what… watch?”

“I don't see how else I am going to take proper notes,” Moon Dancer retorted.

“I see…” Twilight frowned. “I suppose that's not too bad. Is it dangerous?”

“I’ve tested it a bit already and it's promising. The only danger is magic, which it reacts poorly to,” Moon Dancer went back to the bookcase and grabbed a thick band of iron etched with silver symbols. “Which is why you will need to wear this the entire time.”

“Nuh-uh, no way,” Twilight immediately replied, waving her forehooves. “There is no way in hell I’m wearing an inhibitor ring.”

Moon Dancer rolled her eyes. “Don't be such a baby. It would only be for a few minutes and without it, the creature becomes difficult to control.”

“Creature?” Twilight questioned.

“Well, what else is a mass of semi-sentient goo?” Moon Dancer exclaimed.

Twilight sighed and ran a hoof down her face. “Fine, whatever. What do you want me to do?”

“Just let me put this ring on your horn, then stand there while the creature does its work,” Moon Dancer stated.

“Alright then,” Twilight muttered in a dejected manner.

“Good. Now hold still. I don't want you trying to squirm out of it again,” Moon Dancer remarked.

The wild maned unicorn trotted over to her friend, and gently placed the ring over Twilight's horn. The second it reached her skull, a small surge of sparks shot from the pointed appendage, landing harmlessly on Moon Dancer. Who seemed to know this was coming, as she didn't flinch, merely securing the ring with a small twist before stepping back.

“Now then. It is a little odd. So don't freak out,” Moon Dancer warned as she placed the pot on the ground in front of Twilight.

“Odd how?” Twilight questioned.

“It's a mass of squirming tentacles. How do you think?” Moon Dancer shot back.

“Fair enough I suppose,” Twilight murmured.

“Right, casting now,” Moon Dancer stated.

The unicorn then lit her horn once more, this time casting a much more complicated spell. Which took a good thirty seconds to weave, with various runes and symbols appearing around her horn. Once complete, it flashed a soft yellow before shifting to pink and turning into a mass of squirming energy.

Which once released, shot into the small pot of pink goo and lost its glow, seemingly accomplishing nothing. That assumption was proved incorrect when the goo began to undulate strangely while light pulsed from within. This light became brighter with each pulse before disappearing just before the goo lurched to life.

A single long tubelike appendage leaped from the pot and twisted around in the air as if looking for a target. It almost immediately turned to Twilight, and lurched toward her, stopping only a few inches from the unicorn’s face. The tentacle then seemed to inspect its target, moving around the startled, and slightly aroused young mare.

“What exactly is it doing?” Twilight asked.

“Measuring you,” Moon Dancer explained. “It's designed to categorize the target’s biology and plan how best to please them.”

“Fascinating. You’ll have to tell me more about how you layered such commands into- yipe!” Twilight exclaimed in shock.

Twilight immediately looked down to find that the creature’s tendril had wrapped around her cock. Though only semi-hard, the pink appendage didn't seem to mind and began pumping Twilight's dick, urging it fully from its sheathe.

“Wow, that isn't half bad. Even if it feels a little weird,” Twilight muttered.

“That is to be expected,” Moon Dancer remarked.

Twilight nodded, watching as the other pony sat on the bed and scrawled notes into a pad of paper. Her attention soon shifted though, as she had reached full mast, and could feel the creature begin to change. Where before it had engulfed her dick and was jacking her off by stroking her, now it felt like it was trying to suck her off.

The slow, methodical pulsing was gone, and it felt like a tube had been formed within the creature’s appendage. One which allowed it to suck, slurp and lick her cock with a dozen slimy tongues at once. A thin, watery slime-covered her cock, and though its origin was unknown it was a fair comparison to spit.

“Ohhh that's good,” Twilight cooed.

Her shoulders slumped, and her body shuddered every few seconds, wracked by the strong pleasure radiating up from her crotch. Though still a little weird, the experience was getting better by the second and was soon eclipsing the actions of a normal partner. Sure the average pony or other creature could give a good blow job, but they only had a single tongue and needed air.

This thing required neither and could lick, suck slurp and squeeze from nearly all angles at once. It didn't need to pause to take a breathe, nor did it grow tired, merely continuing its assault on Twilight's dick. In fact, it was so good that within a minute Twilight felt like she was about to fall over as almost all strength had left her legs.

“F-fuck. Cumming!” she exclaimed through grit teeth.

Her balls churned, and seed shot from the tip in a great eruption of jizz. So great was the mare’s ejaculation that the creature’s body struggled to contain it all, the white blobs visible beneath the pink surface. Those orbs of potent unicorn cum traveled down and into the pot, collected by the creature for some unknown purpose.

A purpose that would be known a few seconds later when Twilight came down from her orgasm. The second she was done shooting her load, the creature began to grow, its central mass churning as new tentacles emerged. Throughout it all the thing did not let up its assault on Twilight's dick, continuing to suck and slurp on the thick rod.

“Holy shit was that good. Now can we- Woah!” Twilight exclaimed in shock.

Her hooves were pulled out from under her and she fell to the ground with a thump, confused. By the time she gathered her bearings she found that her legs were all bound together by a thick pink tentacle. Though she tugged and twisted she couldn't escape the creature’s grip no matter how hard she tried.

“Hey, what's the big idea Moon Dancer? Not cool,” Twilight shouted.

The other mare merely rolled her eyes. “You and I both know how much you enjoyed bondage.”

“Yeah, but I was the one doing the tying up, not the other way around!” Twilight exclaimed.

Her continued complaints vanished when she felt a thin tentacle enter her pussy and plunge deep inside of her. Within an instant, the narrow appendage had traveled all the way up to her cervix, where it stopped and then backed up slightly. The slight twinge of pain that came with having that most intimate part of her touched vanished a moment later.

As the new appendage thickened significantly, stretching Twilight's cunt just enough to be slightly painful. It then stopped, shrunk slightly, and seemed to wait, gauging Twilight's reaction before beginning to move. Within mere moments Twilight felt the entire length of her pussy get penetrated and stretched before starting to get fucked.

It had adapted perfectly to her body, pushing her limits only slightly, and not so much that it was overly unpleasant. The care and attention to detail were incredible, and already Twilight was moaning loudly, unable to stop herself. Despite being restrained, and unable to move, the pony was twitching on the ground, a throaty cry on her lips.

“Hmm, interesting. I think the fine-tuning I did has worked well,” Moon Dancer remarked. “It didn't push too far and was quick to react. Yes, good.”

She took a few more notes before stopping, the unicorn staring down as Twilight flopped around like a fish out of water. It was an oddly arousing sight, so much so that her own cock began to harden beneath her, rising from its hiding place. Unable to stop her slightly smaller appendage from emerging, Moon Dancer tossed aside her notes and began stroking her cock with both hooves.

Twilight didn't notice any of this, as she was busy having her mind blown by the tentacle creature. Which was at that moment, twisting turning, and pumping her pussy with a speed no mortal was capable of. Each new barb on the creature’s tentacle seemed designed to hit a new pleasure point inside of her pussy.

Though imperfect at first, it needed only a few moments before it was able to adapt the tentacle cock. By the time it was done, it had mapped out Twilight's insides, and had created the exact tool to ensure her pleasure. So flawless was this creation that even though it had been only two minutes since her last orgasm, Twilight was about to cum again.

Her eyes rolled into the back of her head and her entire body shook as she came with the force of a cannon. Huge orbs of white were sucked down the fleshy appendage still rooted to her dick, gobbling it all up without fail. It even reached out with a newly constructed appendage and began to kneed Twilight's sack, milking more cum from her balls.

Though incredible in its size, and intensity, Twilight's orgasm didn't last forever. When it ended, the creature was still in motion, still sucking, still fucking, and still attempting to pleasure the unicorn. It did so by putting the newly acquired cum to work creating another set of tentacles, that sought out new holes to plunder.

One found Twilight's mouth and quickly slid inside while the other located her ass, pushing its way into the tight ring. Twilight herself didn't offer any resistance, merely laying there in a pleasure-induced coma that left her unable to even think. She didn't even care that her throat and asshole were being violated, their depths plundered by the creature invading all of her holes at once.

The appendage in her rear thickened, lengthened, and grew so wide that it was nearly as large as a pony’s hoof. Only then did it seem to reach Twilight's limit, stopping there and shrinking ever so slightly. It then sprouted a multitude of small, rounded bumps while beginning to thrust into the mare’s backside.

It wasn't long before it had reached the perfect length, size, and overall shape. It then started to pull nearly halfway out before surging back inside, spinning as it thrust itself deep into the mare. The final length of this slippery appendage was considerable and topped out at longer than a pony’s leg.

While that huge thing invaded Twilight's rectum, another appendage was fucking her mouth and throat. Though not nearly as thick, it had different tricks up its metaphorical sleeve, like a viscous slime it excreted. This delicious sweet treat excited Twilight's taste buds and activated pleasure centers nor reachable through physical means.

It did this while growing about as long as a normal equine cock while taking the rough shape as one as well. Though not nearly as dense, or as inflexible as the real thing, this turned Twilight on even more. It felt like somepony was fucking her throat, so her mind conjured the rest of the image without prompting.

Moon Dancer looked down in awestruck wonder as her friend’s ass, mouth, and pussy were violated. Numerous bulges could be seen in her midsection, the huge anal tentacle visibly traveling up the other mare’s belly. The one in Twilight's pussy wasn't quite as big, but could still be seen quite easily, much like the one in her throat.

All in all, it was an incredible sight, one which prompted Moon Dancer to begin stroking herself in earnest. She also twisted onto her side and grabbed a toy to pleasure her pussy with while watching Twilight closely. Who by that point was nearing her third orgasm in less than ten minutes.

Her body was pushed to its limit, with enough pleasure centers being activated that Twilight could feel her mind begin to go. Though she was aware of this, Twilight no longer cared, and merely lay there, twitching with arousal. She was about to cum again, and this time it was going to be so monstrous that surely she’d have nothing left.

With a gurgled, wet grunt she did just that, shooting what looked like a constant stream of cum into the creature. The beginning of one spurt was so close to the last that Moon Dancer couldn't even tell the difference. It was just a single long river of cum that was so huge that Moon Dancer was stunned, her hoof stopping mid-stroke.

Twilight herself twitched and spasmed, the pony in the middle of the single best orgasm of her entire life. It would have rendered her speechless if she was capable of speech, and stunned if she was able to even think. It was enough to make her mind begin to really come loose, her thoughts scattering to the winds.

Then it stopped, with the tentacles shrinking rapidly and retreating back into its container. Its job was done, its target now a gibbering wretch that could barely utter a coherent word. Yet it knew this state would not be permanent, its target was unharmed, and had been satiated perfectly.

The other pony in the room though, that was a different story.

“Hey cut it out,” Moon Dancer barked, shooting a tiny bolt of electricity at the tentacle that was about to grab her.

The appendage retreated and was about to try again when a disabling spell hit it, turning it back into inanimate goo. Moon Dancer sent a scanning spell to confirm that her creation was indeed deactivated and was relieved to find that was indeed true. She then released a sigh, and tossed aside her toy, the temporary panic killing the mood.

“Hey Twilight, are you okay?” Moon Dancer asked, glancing over at the unicorn.

Who lay twitching on the dorm room floor, tongue hanging from her mouth.

“Yesh, I am sho goob,” she slurred.

“Oh uh… great,” Moon Dancer murmured absently. “I think it might be a bit too good.”

Twilight shook her head vigorously and tried to sit up only to fall right back over. Where she lay for nearly a minute, her chest rising and falling as she gulped greedily at the air.

“Well then. Besides nearly getting fucked silly. It was good right?” Moon Dancer asked.

“Let me put it this way,” Twilight began. “If you were able to sell that thing, you would single-handedly make a billion bits. You would also put the entire productive capacity of this country back nearly two decades.”

“Hmmm,” Moon Dancer frowned and rubbed her chin. “Though I’m tempted to sell it anyway, that probably isn't a good idea in the long term.”

“No, probably not,” Twilight remarked, the unicorn pushing herself into a seated position. “I can definitely see myself getting addicted to something like that.”

“I’m surprised you aren't,” Moon Dancer added.

“It's taking every last bit of willpower I have not to turn that thing back on,” Twilight admitted. “Thankfully I don't have a single drop of seed left in me otherwise I would.”

“I’m going to need more safety protocols in place. Either way, this experience was enlightening,” Moon Dancer declared.

“And arousing,” Twilight pointed out, glancing down at the other futa’s cock.

“Oh um yes,” Moon Dancer murmured awkwardly. “Perhaps you should go and we can meet up later.”

“Actually I think that you should come with me,” Twilight stated, the mare rising to her hooves. “We have a lot to plan, and I think I know someone who may be willing to help you out with your little problem.”

Moon Dancer hopped onto the floor, a wide, excited look on her face. “Wait, really? Are they hot? You know what, at this point, it doesn't even matter. I’ll fuck anything with a pulse.”

Twilight cackled. “Oh, that's hilarious. Especially considering just how much convincing it took you when we first started fucking.”

“That was different,” Moon Dancer pouted. “You were my first, and my mother was a bit… weird around sex.”

“Hey, not everyone can be as cool as my parents,” Twilight stood up straight, shaking each individual leg in turn. “And to answer your question, he is very attractive.”

“Oh?” Moon Dancer perked up. “Knowing your tastes, they’re a femboy aren't they?”

Twilight laughed even louder and nodded her head. “They are.”

“Well then, what are we waiting for?” Moon Dancer demanded. “Let's go already!”