Twilight's Little Classroom

The Castle of Friendship, a crystalline citadel home to the Friendship Council, the ruling body of Ponyville. And at the head of this council was Princess Twilight Sparkle. This alicorn has been a symbol of unity, compassion, and of course, friendship. She and her friends have saved the town, as well as the capital city of Canterlot, and all of Equestria many, many times. This has earned them not only the love and devotion, but also the trust of the citizens. But like all those in power, even Twilight held a few dark secrets.

Deep within her castle, hidden in her personal, private bed chambers. The door held shut with a powerful locking spell, the walls encased in sound dampening magics, and of course, the lights were kept low with the only window enchanted with a predesigned illusion of the princess reading, or sleeping. Laying on her bed, her large cock being held by both her hooves, Twilight was using her magic to levitate numerous books and even photos. The magazines were that of erotic mares and stallions, but the photos were that of the local school colts and fillies.

“Come on, come on you little slut!” Twilight huffed, panting and moaning as she was feverishly stroking her throbbing cock with her hoof. “You like that? You like being fucked by your princess?” Deep within her fantasy, she wanted to believe she was balls deep in these innocent fillies and colts. “I’m gonna cum, your princess is gonna blow a hot load deep inside you.” Gritting her teeth, she let out a low moan. “Fuck…fucking take it!”

Letting out another moan, followed by a gasp, Twilight released herself, cumming a vast amount upwards. Her ceiling was struck by the long, thick rope of her heavy alicorn spunk. Looking up, the panting princess could only see the massive stain of her cum on the ceiling, some bits dripping down on her. Laying in her afterglow, she rubbed herself all over, her body tingling with the notion of all those little ponies embracing her. It was only at the end of this afterglow, that she let out a small sigh.

“I can’t keep doing this…” Twilight sighed to herself, looking down at her laying cock, cum still dripping along the tip before it slowly faded away, leaving only a sobbing wet pussy. “I need to tell her.” Letting out another puff of air, she groaned. “But first…I need to clean up this mess.”

Making her way to the Castle of Friendship, Rarity, one of the Elements of Harmony and member of the Friendship Council, was eager to see her marefriend again. After her accession, both of them knew their relationship would hit a few obstacles. With Rarity’s shops becoming more and more popular, and thus forcing her to travel between Ponyville, Manehatten, and Canterlot, she didn’t get nearly as much time as she wanted to spend with Twilight. And because of her princess duties, Twilight had to make frequent public appearances, as well as visits between Canterlot and the Crystal Empire. But she still managed to ensure Rarity’s shops got special privileges.

As today was one of the few times of the month the two could spend all day with each other, Rarity all but kicked the door down and galloped around to find Twilight. Thankfully, her marefriend was sitting in the Map Room, the Friendship Map illuminating the map of Equestria and the bordering kingdoms. Sighing, she seemed to only be studying the map, drawing up some information on a variety of scrolls, but hadn't noticed Rarity’s arrival just yet. Once fully in the room, the white unicorn cleared her throat, drawing the alicorn’s attention to her.

“Rarity!” Twilight cheered, flying over to her marefriend, showering her in kisses. “I’ve missed you so much.”

“I’ve missed you too.” Rarity kissed her mare back, but then licked her own lips. “You taste…musky. Have you been using your cock spell again?”

“I can’t help it, I’ve missed you so much.” Twilight giggled, blushing as she let the mare walk by her. “But I’m glad I could see you…I have something I want to talk to you about.”

“Oh? What is it?” Rarity asked, looking around for a moment, but then saw the look into Twilight’s eyes. “You’re looking very intense darling. What’s wrong.”

“Rarity…I can’t hide it anymore, and we’ve been together for so long, you deserve to know.” Twilight explained, looking deep into Rarity’s eyes. “I’m…I’m into fillies…and colts…sexually…”

“Oh?...Oh!...I see…” Rarity said, her face looking almost all emotion as she looked back at Twilight. “I…I’ll admit, I had some suspicions, especially with the times I’ve caught you looking at Sweetie Belle a certain way.”

“I promise, I would never lay a hoof on Sweetie!” Twilight exclaimed, looking as hard as she could at Rarity. “I would never do anything to hurt you.”

“I know you wouldn’t.” Rarity said, rubbing the side of Twilight’s cheek. “And I’m happy you’ve told me this.” Giving her a kiss, she then smiled. “Besides, I believe you were the one who said we should try to spice things up in the bedroom.”

“What are you suggesting?” Twilight asked, only to have Rarity whisper something in her ear. The alicorn’s face ignited in a major blush as she could feel her pussy twitch from the suggestion. “I-I-I-I-I…”

“Shh, shh…it’s alright.” Rarity said, kissing Twilight’s lips as she smiled. “Let me handle this. All I need you to do is to get ready. I’ll be back in five minutes.” Twilight only nodded, her face still red from the thought, much to her marefriend’s giggles.

Skipping merrily through the halls of the Castle of Friendship, was Rarity, though now she was in the form of herself as a filly, a school filly's saddlebag on her back, and an innocent look in her eyes. The magic that allowed her to change was strong, taking so much magic to maintain, it would be nearly impossible for her to cast any other spells, but none of that mattered as she reached a certain door. This led to the Castle’s classroom. More like a private library for Twilight, it was easy to convert to a small class, which she had to use before she had established her school. And while the school would’ve been more realistic for this little play, the two of them wanted to keep this a massive secret.

Opening the door, filly Rarity was met with the sight of Twilight, still a grown mare, and sitting at a desk. Dressed in the same attire she had worn as Headmare of her school, the alicorn’s eyes devoured the sweet looking filly. Swallowing hard, she watched as Rarity walked by her, turned, and walked to her desk. All while making sure her little tail was raised just enough to give her “teacher” the best tease of her tight looking filly pussy. Twilight only swallowed harder as she could feel her pussy soaking her chair. Not only that, but a specially made strap-on, one designed to grow like a real cock, but built smaller than average.

“G-good mor-” Twilight said, but she nearly choked up as she spoke. Clearing her throat, she tried again. “Good morning, class.”

“Good morning, Miss Twilight.” Rarity said, fluttering her eyes at her “teacher”. “I’m ready to learn…whatever you want to teach me.” Licking her lips, she winked to the blushing mare.

“Y-yes…well…let’s begin.” Twilight stuttered, trying to compose herself, but it was difficult. Rarity was so sexy as a mare, but as a filly, she was too adorable. “L-l-let’s see…”

Carefully, and with some wobbly and nervous magic, Twilight started writing something on the board. Whatever it was, it didn’t matter as Rarity wasn’t even pretending to pay attention. What she was looking at with a playful smile, was her marefiend’s flank. It was so round, so big, and so juicy. The new filly licked her lips as she devoured Twilight’s ass, especially the few moments where her clearly nervous and adorable tail moved, showing the slightest hint of the alicorn’s pussy.

“And that is how you do-” Twilight said, keeping an attempt at a lecture, but as she turned to look back at her “student”, she saw Rarity was busy rubbing her little pussy with her hoof. “Rarity! What are you doing?”

“What do you think? I’m rubbing my tiny, filly pussy.” Rarity moaned, winking at Twilight as she continued to touch herself. “How couldn’t I? I mean, when my teacher has such a sexy ass, I can’t help myself.”

“Sounds to me…like you’re a naughty filly.” Twilight replied with a blushing face. She was getting into the groove of this little roleplay. “And naughty fillies get punished.”

Igniting her horn, she took a hold of Rarity’s small body. Lifting her a little, she moved her over to the chalkboard, her back against the cool material. But what really caught her attention was Twilight’s ass was now pressed against her face. It was a little suffocating at first, but after calming down, Rarity shivered with delight as the musky and alluring scene of her lover’s pussy. She was absolutely soaked and needy. Even as her own panting breath kissed against the alicorn’s pussy, it caused the “teacher” to cum a little.

“You like that?” Twilight asked, taking more and mroe charge. “You like feeling my hot pussy against your little face?”

Smothering her flank against filly Rarity’s face for a few more minutes, Twilight's body was absolutely ecstatic with delight. This was better than anything she would have masturbated to. The thrill of having an actual little face against her pussy, their tiny hot breaths, and the faintest of muffled moans. She couldn’t go back to books, pictures, and fantasies after this. She was going to fuck little Rarity over and over again after this. Licking her lips, Twilight felt the time had come. She was ready to really fill her lover up with something hard and eager. With a little reluctance, she pulled herself away from Rarity’s face, the filly’s eyes were in an almost heart shaped daze as her muzzle was soaked.

“Getting off on a punishment? You’re such a naughty, little filly.” Twilight giggled, slowly lowering Rarity to the floor, but keeping her magic on her. While doing this, she reached across the room and grabbed a large, double ended dildo. “So it looks like I’ll have to bring out something a little…harder.”

“But teacher… it’s so big…” Rarity panted, almost drooling with her tongue out the side of her mouth as she stared at it. “It’s going to wreck my tiny, filly pussy.”

“That’s what you get for being so slutty in class.” Twilight replied, moaning as she slowly slid her end of the dildo into her pussy. Shuddering, she was already getting closer to cumming just by sliding this big thing in her. “Normally, I would conjure my own magical cock, but I don’t think I can hide a cum bloated little filly from anyone. So you get the hard, easy, dildo.”

Lifting Rarity back up, Twilight placed her back on her desk, her little back resting as her legs were easily parted. But this wasn’t by magic, the filly spread her legs willingly. Clearly she wanted it, even as the magically slick device was kissing against her tiny pussy lips. Rarity cooed a little, feeling the tight folds embracing this “cock”. Twilight shuddered with delight, feeling the dildo rubbing against her own sweet spots. This wasn’t the first time she had used this with her marefriend, but it was leagues different in such a smaller body.

“Fuck…you’re so tight…” Twilight moaned, her own tongue starting to dangle from her mouth. “Your pussy loves it…this isn’t the first time you’ve been fucked?”

“Nope…” Rarity wrinkled, leaning up to give Twilight a tender kiss on the cheek. Once she was that close, she whispered. “I wanted to make myself ready to be fucked by my favorite teacher.”

That was it, that was the breaking point for Twilight. Her eyes nearly glazed over like a predator catching its prey. Her mind was blank, feeling nothing but the instinct to breed. As well as this, it caused her magic to become very, very unstable. Once she was deep enough inside Rarity, Twilight pulled back, only to thrust herself back in. Huffing and panting a little like a beast, the Alicorn fucked, and fucked, and fucked, and fucked, and fucked. Her “cock” hammered in and out of the filly’s pussy, stretching it out as she moaned out in the wild pleasure.

Rarity tried to speak, but all she could do was moan out in pleasure. Clearly she had triggered this passionate, savage side of Twilight. And she was loving every second of it. While being fucked by such a dildo, or even her lover’s magically conjured cock was one thing, it was nothing compared to the sensation of having your insides so brutally fucked. She could almost see her belly bulging from just the sheer size of the toy. It was making her pussy spasming out in orgasm.

“Twilight…Twilight…Twilight…” Rarity moaned, reaching up with her hooves to place on Twilight’s shoulders. “Fuck me…fuck me…fuck me more. I love my teacher’s cock deep inside my little filly hole.”

These words, or maybe it wasn’t so much the words but rather the sweetness of her voice that was pushing Twilight to fuck more and more. But just taking her in this missionary position wasn’t enough. Something was missing. Something the alicorn craved. It wasn’t so much a thought, but an urge, an instinct. She needed to feel it, the primal longing and embrace that only this tight filly hole could give her. Panting harder and harder, Twilight’s hot breath kissed against Rarity’s face until the mare seemed to stop.

Before Rarity could register what Twilight was going to do next, she felt her body being emptied as the thick cock was pulled from her pussy. The gaping hole that was her filly pussy quickly closed from the last of sweet stuffing, making her shudder and moan out. As soon as Twilight pulled herself free of Rarity's pussy, she moved her over to her own desk. Unlike before, where the filly was on her back, she was now on her belly, with her little, round and eager flank facing a panting, hungry Twilight.

“Oh? Is this what you want? A little filly butt to fuck?” Rarity cooed, swaying her hips as best as she could. “You want to fuck my little butt? You want to fuck me from behind? Come on Twilight…mount my filly pus-ahh!”

Rarity’s words were cut off as she felt the Alicorn slam her thick size deep in her pussy. It was so deep, so intense, she could almost feel it in the back of her throat. Twilight only continued to huff like a wild animal, placing her hooves over the filly’s shoulders as she was fully mounting her over her desk. Rarity continued to pant and moan, feeling her body moving slightly forward with each thrust of Twilight’s dildo.

“Fuck..yes! Keep fucking me!” Rarity moaned, her mind already losing any sense of awareness as she was feeling her own little fantasies getting out. “Fuck me full! Fuck your little filly slut! Breed me! Make me pregnant! I want to be your broodmare whore!” Twilight only continued to fuck the filly’s pussy, feeling herself becoming more and more addicted to burying herself as deep as she could, as hard and fast as she could.

An unknown amount of time had passed, maybe many long, long minutes, or was it a few short hours. To Twilight and Rarity, the sex was still going hard. After being fucked from behind, the alicorn had subjected the filly and her tight, eager body to taking this dildo so hard and so deep. From missionary, to being mounted from behind, Rarity had now rode this dildo like a lust drunken slut, she had taken it as she lay on her side and her head gently caressed by Twilight, and even the alicorn stood on her hind hooves, using her wings to maintain herself as she held Rarity’s body with her forehooves as she fucked hard and deep.

But now, the filly was settled on the dildo, with Twilight comfortably sitting on her chair. Rarity’s body was moved up and down with a combination of the alicorn’s magic, her hooves, and the filly’s own ass bouncing instinctively on the dick. If there were any thoughts in her mind, they were only about how much cock she wanted. Rarity had came on this dildo so many times, counting was pointless. While Twilight may have come only a dozen or so times, she was only now just coming back to her senses as she felt herself getting ready for the next one.

“Oh Rarity, this was so wonderful.” Twilight said, moaning a little more as she kissed Rarity’s cheek. “I love you so much.” Rarity said nothing, at least nothing coherent as all that escaped her lips were little more than faint coos and sultry moans. “Aw, so cute. Come on Rarity, are you a good filly now?”

“I-I-I-I…I-I-I-I…” Rarity tried to say, but could only let out low moans as she felt the thick sized buried in her deep, tight pussy. “Immagoodfillynow.”

“Good girl.” Twilight said, gently kissing Rarity’s cheek. “Can good little fillies get rewarded.”

Lifting Rarity up with both her hooves and magic, Twilight slammed her back down. The dildo rammed itself even deeper than either ponies thought possible. If this had been an actual cock, with balls of churning, boiling cum, the little filly’s pussy would not only be so stuffed with the alicorn’s potent seed, she’d look like a cute little gurgling ball of fucked silly giggles and moans. But with this being a dildo, all it did was move itself past Rarity’s little cervix, fucking her womb directly. This caused her to arch back, mouth open as she gasped a breathless scream in orgasm.

As well as this, Twilight was twitching as well, the dildo end that was buried in her pussy was reaching and rubbing along her own inner folds. It was more than she could handle, especially as she could feel the trembling, twitching weight of Rarity on her body. It was an addiction, intoxicating as she could smell, and to an extent, even taste the filly’s climax. Leaning against her lover’s cheek, she gave the filly’s cheek a long, but gentle lick.

“I love how you taste.” Twilight moaned, kissing and licking a little more before turning Rarity’s face to look at her. “I want more.”

Kissing against Rarity’s lips, Twilight could barely contain herself. Wrapping one hoof around her lover, she took the other hoof and began rubbing the filly’s over sensitive clit. This however, wasn’t the end of the alicorn’s fun. Igniting her horn a few shades brighter, Twilight focused her spell not around Rarity’s body, but within. A little fun and she had tried before, but this time, it was going to send mystical surges of pleasure throughout the dildo and into the filly’s pussy.

No sooner had she opened her mouth to moan, while still kissing Twilight, the alicorn’s tongue shoved itself in as the two moaned together. Continuing this for a few more long and passionate moments, Twilight could feel herself getting closer and closer to climax. She was almost there, she was ready to burst, she wanted to fuck, and fuck, and fuck this little filly hole like a lust drunk savage once again. But this wasn’t the finale she wanted. There was one more thing she wanted to do, and she could tell Rarity was reaching her limits.

“Alright, enough of this.” Twilight exclaimed, pulling herself away from Rarity’s mouth, a thin line still connecting their tongues. “I know I made my favorite student feel good.” Her lips curled into a wicked smile. “But now it’s time for you to make your favorite teacher feel good.”

Slowly, but carefully, Twilight lifted Rarity, taking the dildo from her, but keeping it in the filly’s pussy. Giggling a little, the alicorn set herself over her marefriend’s face, letting her own pussy drip her sweet juices on her tender face. Smiling down at her, Twilight lowered herself, until she was on her knees. Leaning a little forward to keep balance, she used her magic to keep running the dildo in and out of Rarity’s pussy.

This not only caused the filly to moan out in pleasure, but being so close to her lover’s pussy, as well as feeling the dildo sliding in and out of her faster and faster. This was overly stimulating her senses, which drove her to kiss, lick, and shove her tongue in Twilight’s pussy. The mare moaned as she felt the little tongue trying its best to eat her out. Compared to how Rarity normally could make Twilight moan out in pleasure, her filly form was becoming absolutely soaked in her love juices.

“Keep going Rarity…I’m so close…” Twilight moaned, shivering as she was all but not only shoving Rarity’s muzzle in her pussy, while equally shoving the dildo in and out of the filly’s pussy as faster and faster speeds. “Fuck, fuck, fuck, fuck! Your little mouth feels so good!”

“Y-you like that?” Rarity asked, panting and moaning as she tried to speak and tease her lover. “T-t-then you’re gonna love this!”

Moving her mouth upwards, Rarity’s tongue ran from the bottom of Twilight’s pussy, to the top, stopping at the alicorn’s tender, sensitive, and shivering clit. Giggling, the filly’s tongue flicked along this most previous region. This caused Twilight to arch her head back in the surges of pleasure running through her like lightning. But the filly wasn’t done with her mischievous fun. Rather than simply licking and flicking along this clit, because of her much smaller mouth, she suckled it.

Twilight screamed, moaning out with such a loud burst of pleasure, her magic was firing large and bright sparks in all directions. The dildo’s movements were nearly a blur in speed, driving Rarity to keep this little fun as best as she could. Though Twilight was getting ready to cum a loud and wet burst all over her face, the filly’s endurance was giving out as she was getting closer and closer to another massive orgasm.

“Oh fuck, oh fuck, oh fuck!” Twilight moaned, gritting her teeth a little. She was hissing, moaning, panting, and gasping as she was ready to blow. “I’m cumming…I’m cumming…I’m cumming!”

Twilight’s release was as wet as it was loud and powerful. Her magic fucked the dildo into Rarity’s pussy until the tightness and intensity of the filly’s own release forced it out of her little fuck hole. The alicorn’s own pussy spasmed and squirted hard as she was cumming almost buckets of her sweet nectar all over Rarity’s face. Within moments, the filly was soaking wet, laying in a pool of her “teacher’s” orgasm.

“Fuck…that felt…sooooo gooooood…” Twilight shuddered, shivering as her body was coming down from her intense orgasm. This was better than anything she could’ve dreamed of, and she knew she wanted to do it again. “How’d you like that Rarity? Rarity?” Looking at the filly, she was fully passed out, all those orgasms took its toll on her smaller frame. “Aw, she tuckered herself out.”

Using her magic, Twilight lifted the filly, bringing her to her bed. Compared to the mattress fit for a Princess, a filly was so small and adorable as she lay comfortably in the softness. Staring at her marefriend a little longer, the Alicorn couldn’t help but feel a warmth inside her. Rarity was so nice to do this, and Twilight felt the love and understanding her partner gave. It made her only want to lay in bed and snuggle her all night long.

“In a bit.” Twilight said to herself, starting to turn away from Rarity. “First, I gotta clean up the classroom…then we cuddle.”