A Lesson Or Two

by Sille

Rating: mature
Tags: Romance
Length: 2677

Scootaloo shows Pound Cake a thing or two.

A teenage Pound Cake wants to learn how to fly, and who better to show him than soon-to-be Wonderbolt Scootaloo?
But it seems that flying won't be all he learns from his teacher.

Obviously contains foalcon.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-03-22 21:10:01 UTC

A dream come true

“Alright squirt, today is the beginning of the rest of your life. You will be tested. You will be beaten. You will wish you were dead. But when I’m done with you, colt, lemme tell ya; you will not regret it one bit, and you know how I know? ‘Cause I’ve been there, and I’ve felt it. Any questions?” A wide smirk adorned the face of the pegasus mare as she reminisced.

“Is this going to hurt?” Was the slightly fearful response.

“Hurt? Of course! Not a day will go by where you don’t get a new bruise or scrape. You’ll be going to bed aching, pal. When I was your age, I was run ragged by my instructor and it made me the mare I am today.” An almost indignant look crossed Scootaloo’s face. “However, I had Rainbow herself teaching me, so don’t be too upset if you don’t get quite the same results.”

“You aren’t as good a flyer as her?” The concept seemed almost unfathomable to the young colt.

“As good as Rainbow Dash? Hahaha.” The orange mare seemed to find great mirth in the statement as she rolled around on her back, clutching at her stomach. Suddenly she straightened up, deadly serious. “Nopony is as good as Rainbow Dash. Nopony. You could train all day long for years and you’d never be anywhere near her level. Hay, when I was a filly, I wanted to be as fast as her, faster even. I tried my hardest to beat her, and guess what?”

An enraptured face greeted her, soaking up her words. “What? What happened?”

“Naturally, I failed. Couldn’t even come close. And I learned that day there is always someone better than you, but that doesn’t mean you have to give up. I still race her sometimes, and she always wins, but each time I come just a little closer,” Scootaloo shook her head, clearing the memories away. “Now, come on, I’ve got lessons to be teaching you. Let’s start with some stretching exercises.”

“Alright, how?” A little disappointed at the somewhat lacklustre end of the story, but determined to get to work, Pound was raring to go.

“Wellll, hmm... Okay, here, watch me.” Scootaloo began to arch her back, resulting in a light cracking noise. “Hah, that felt good. Do that.”

“You got it,” the colt replied, attempting to imitate her. Attempting being the key word, as the cracking noise was considerably louder. So was the yell of pain the flightless pegasus gave off.

“Aw, horseapples. Kid, you alright?” Scootaloo was a little concerned. She put a hoof on his spine, rubbing it gently. The colt shivered underneath her, but nodded weakly.

“Y-yeah. ‘M fine. Didn’t even hurt. Let’s continue.” He bravely replied, eager to get on with things.

The pegasus mare looked at him uncertainly, but nodded. “Well, if you’re sure. Try again, then.” Pound arched his back again, receiving a less painful and quieter pop. “Very good, now we stretch our legs.”

“Why’re we stretching bits of our bodies we don’t even use in flight, Scootaloo?” Pound queried.

Scootaloo looked at him in mild annoyance. “Who’s the flight instructor here, me or you? Just do what I say. Now, again, watch what I do carefully. No messing up this time.”  The mare rested her left leg, facing toward the colt, and braced it against the ground, her purple-hued flame cutie mark contrasting vividly against her orange coat. He ogled her flank intently, forgetting all about his directive.

“Pound? You got that?” A voice broke his concentration, and he started. A blush began to heat his cheeks, thankfully hidden by his creamy fur. He tried to flap his wings bashfully, but found he couldn’t.

‘Oh no. No, now is not the time.’ He thought fearfully. His immature wings had seized up, but hopefully his idol, mentor and secret crush hadn’t seen. He cleared his throat, shaking his head. “Sorry, Scootaloo, spaced out a little.”

The mare chuckled. “I can see why.” She gave a little head movement, apparently trying to indicate something.

He wasn’t sure what, and simply stared blankly.  “Huh?”

She pointed her hoof. “You, ah... You seemed to have gotten a li’l excited there.”

‘Oh Celestia, is she talking about...?’  A quick glance down confirmed his fears. He stared at her in horror, frozen. “I... uh...”

“Hey, kiddo, don’t worry. I’m used to it, not a day goes by when some stallion in the street gets a little excited after taking a look at me. I do have a killer body after all.” She winked at him, flicking her tail and shaking her flank slightly. This did not help his predicament at all.

“However, no way we can get flying with that, Celestia knows what ponies would say. Can you like... go behind a bush and deal with it? We can forget about it afterwards. Let’s just get going, we’ve barely started.” She questioned hesitantly, blushing too.

“Um... Yeah, gimme a second,” the mortified colt trotted off to a small shrubbery.

Scootaloo nervously hopped from foot to foot. This was not how she’d expected this to go, but in retrospect it was bound to happen. She was, after all, a sexy older mare and he was a teenage colt. ‘Thank Celestia this was never a problem with Dash.’ She gagged at the thought.

‘I wonder if he’s thinking about me.’ As soon as she’d had the thought, she slapped herself. That was not the sort of thing to dwell on. It wasn’t... right. ‘I bet he is, though.’ She could feel herself start to moisten at the idea. ‘Scootaloo, he’s a young colt! There are laws against that kinda thing. His parents are trusting you to teach him properly. Imagine what Rainbow would say if your chances at the Wonderbolts were destroyed because you’d been caught foalfiddling. She’d never speak to you again.'

‘He’s being ages though. I could... help him. Just give him a bit of visual stimulation. Just so we can get going quicker.’ The idea was a terrible one, but the image of him, fully erect and ready had stuck in her mind, so she made her way to the bush where Pound was.

“Scootaloo...” She heard her name being cried softly. ‘Knew it.’

“Yeah, kid?” She popped up behind him.

“Ahhh! Scootaloo!” The shocked pegasus foal yelled out, turning around fast and exposing himself to her.

“Easy, tiger. You need some help?” She asked.

“Help? What... kind of help.” Pound hesitantly replied.

She stood in front of him and turned around. Her pinkish-purple tail flicked out of the way, baring herself to him. “Just take a look. Might help. Want to get this over with quickly, after all.”

And it seemed to do the job, because shortly afterwards he said her name again, and she felt a sensation of of wetness over her flank. She looked back and saw herself covered in sticky white fluid. She sighed in mild annoyance, and wiped it off with a hoof.

“Ugh, this stuff sticks to the fur like Tartarus.” She muttered, looking for something else to wipe it off on, but there wasn’t anything. ‘Aw, great. Now I gotta go around with cum on my hoof. Unless...’ She stared at it. What had it been that Sweetie Belle had told her? Oh, yes. She brought the hoof to her mouth and licked it with her tongue. It was better than she’d been expecting. A gasp of air sounded behind her, clearly Pound had been watching. Oh well, it didn’t matter. She was clean, mostly, and they was ready to get back to stretches now.

Or not. She tried to jump into the air, but her wings refused to cooperate. ‘Rats, got a wingboner myself.’ Now she needed to deal with it. This lesson wasn’t going well, clearly. What to do? She desperately needed to get off, but she didn’t want to do it in front of the colt.

‘Why not? Not too different from what you’ve been doing.’ She thought. Too horny to care any more, she reached inbetween her legs, gently stroking herself.

For Pound, this seemed like a dream. First he was getting flying lessons from his crush. Then everything had started to go wrong, but here she was masturbating in front of him. He didn’t know what do. Then he had an idea. It wasn’t right, and it wasn’t legal, but who’d know? He stepped closer to the adult mare, who had her eyes closed in rapture, and reached forward.

Scootaloo’s eyes opened in surprise as she felt a hoof join hers. She looked back at the colt who smiled awkwardly at her. “Want to get this with over with faster, hey?” She stared at him for a moment or two, before grinning devilishly. She retracted her own hoof, and smirked at him.

“Go on then, stud.” Scootaloo encouraged him, too far gone to think of the ramifications any more. All she cared about now were the sensations his hoof was sending through her body. He doubled his efforts, immersed in this new feeling. It was unlike anything he’d ever known before.  He moved his hoof a bit higher, and the orange mare let out a loud gasp.

“Do that again,” she whimpered. He did so and she bit her lip hard, stroking one of her wings. Pound looked at her, and a ruthless smile crossed his face. He reached in with both hooves and pressed against the raised nub that she clearly enjoyed. Scootaloo’s eyes widened and she cried his name out, overwhelmed by pleasure. His hooves were soaked.

He stared at them for a moment, before bringing one up to his face. He looked at her in the eyes and, like she had previously, licked her fluid off of him. “Not bad.” He said, licking some more off.

“Okay, that was kinda hot.” Scootaloo declared, before reaching over and grabbing the colt by the shoulders. He let out a little squeak before it was silenced by her mouth on his. The first thing that came to his mind was that it was wet and warm, and something was poking at him. Opening his mouth resulted in it being invaded by something, presumably her tongue.

Scootaloo pulled away from the colt and licked her lips. “You’re cute,” she remarked offhandedly. Her hoof slithered forward and grabbed between his legs, sliding up and down his shaft. “My, my, what do we have here? Is this for me?” She flicked her body out, knocking him to the floor on his back and lowered her head, licking at the flat top of his cock.

Pound froze completely. The feeling was indescribable, but somewhat similar to the time someone had let him play with a raincloud. His fur had been sticking up for days afterwards, and his sister had never let him live it down. He stared as his idol looked up at him, her eyes half-lidded as she slowly enveloped him with her mouth.

She reached the ring in the the middle of this length, and began moving up again just as slowly as she’d descended. He grunted, the waves of pleasure nearly too much for him to handle.

“Whoops, forgot you’re just a colt for a moment, don’t want this to be over with too quickly, hmm?” Scootaloo said, stopping for a moment. She idly played with herself, before an idea struck her. “Say, Pound, how would you like to make me feel real good?”

The colt looked at her, and nodded. “What do I need to do?” He asked, eager to assist her.

Instead of replying, Scootaloo simply swung her body around, so that her flank was above his head, and her face was level with her groin. Thankfully the colt was fairly large, so it would be easier. She descended, nearly sitting on his muzzle, and licked him again.

“Just do what I do, really.” She said, before slipping him back into her mouth. The pegasus foal got the message, and began applying his tongue to her. She shivered slightly, but continued suckling and lathering his member with her tongue. She’d never tried this before, but she reckoned it was going well.

After a few minutes or so, Pound remembered that Scootaloo had particularly liked it when his hooves had touched that part of her. He grinned for a moment, wondering what would happen if he licked it.

Scootaloo squealed. Her whole body jolted, and she began squeezing his face with her thighs. “Oh Celestia, Pound. Do that again, please!” He ever so slightly touched her clitoris with the tip of his tongue, teasing her, before giving it a wider go. Scootaloo whimpered and writhed. It was a delightful sound to Pound’s ears.

In response to this extra stimulation, the mare began working harder on him. ‘Fair’s fair.’  She thought, suckling on the flared head while fondling his testicles. Then, in one swift movement she took his whole length into her throat, a little trick Sweetie had told her about. It proved too much for Pound, and she felt him buck into her mouth and fill her throat with her seed. This set her off, and she covered Pound’s face with her own juices as she swallowed heavily.

“Man, you’re good at this, Pound. You done this before?” She questioned him, licking his excess seed off her lips and getting off of him.

The colt shook his head at her, and she smiled at him. “Well, I’m certainly impressed. If you’re half as good at flying as you are at fucking then you’ll be a terror in the skies.” He blushed at the embarrassing but flattering praise.

“We’re not done yet though, Scootaloo. I’ll show you why they call me Pound.” He smirked at her. She goggled at him for a moment, before a huge grin split her face.

“Oh, think you’re a real stallion, eh? Heh, I’ll give you a ride you’ll never forget, kiddo.” The colt simply smiled as he mounted his mentor, sliding into her well-lubricated marehood. He felt like he just entered a fleshy vice, it practically crushed him with it’s hot embrace.

“Celestia, it’s tight, Scootaloo. I can barely move.” He whispered to her.

“Course it is, I work out. Just move your hips, kiddo.” She replied, thrusting back at him. She was in heaven. If Celestia herself struck him down, she would have died more than happy. ‘Fuck the law, this is just too good,’ she thought to herself, wiping a bit of drool from her lip. The feel of the young colt, stallion now, inside her was beyond compare.

“These flying lessons will have to go on longer than I expected, kiddo. No way I’m stopping this,” She muttered to him. “Hey, could you reach under and play with my clit a bit?”

Pound didn’t know exactly what she meant, but he got the idea and was rewarded with another whimper. It was a sound he could listen to forever. “Damn it, Scootaloo, I’m getting close.” He groaned, wracked with pleasure.

She was too. “Alright, just a little more. Nearly there myself.” Pound began rubbing harder in an effort to quicken her climax. The orange mare began biting her hoof, trying to quieten herself down. She couldn’t help the moans that were escaping her mouth. Pound gave an extra hard push into her, and that was it. She clenched around his stiff cock, cumming hard. “Ah, Pound, come on!”

Pound was stopped in his tracks, her marehood simply too tight to move any more. Her orgasm set off his own, and he exploded into her, filling her womb with cum. The two simply lay there panting, still mounted.

“Well, it’s getting too late for more lessons and I’m exhausted. I’ll see you tomorrow, same time.” Scootaloo flapped her wings weakly, and pushed the cream-coloured foal off her. He rose on wobbly legs, but collapsed, too tired to move. Scootaloo yawned widely, and grabbed him, holding the colt to her chest.

“Well, maybe a quick nap wouldn’t hurt.”