“Fuck fuck fuck fuck.” Diamond Tiara muttered, sprinting the last few feet to the little fillies room, her hooves clattering off the tiled floor of the school hallway.

She crashed through the door, punching it aside and breathing a sigh of relief when she found the room to be completely empty. She ducked her head down, looking for the familiar sight of hooves under the stall doors. Finding none, she breathed a second sigh of relief and released her forehoof from between her back legs. Bolting to the last stall at the end, the pony threw open the door, entered, then slammed it shut behind her.

Now in the safety of the stall, the pony finally stopped and took a deep breath for the first time in what felt like hours. Cool relief cascaded down her back, muddled slightly by the heat that had been steadily rising between her legs for what felt like all day. With a groan of annoyance the filly looked between her legs, glaring angrily at the appendage that had nearly cost her another friend.

The massive swaying piece of meat hanging between her legs glistened with pre, its sheer size enabling her to nearly bend down and lick it with ease. Though the thought came to mind, Diamond Tiara had done this dance enough times to know what it wanted her to do and it would not be satisfied with a mere lick.

The filly growled with annoyance and hopped up onto the toilet, not bothering to lift the seat as she wasn't going to actually need the use of it. No, she had something much different in mind, and though she hated the fact that she was forced to relieve herself once again, a tiny part of her seemed to enjoy the fact that they were back here again with her throbbing cock dangling for all to see.

The tower of cock nearly brushed against her chin in her new position and still wasn't completely hard. With this in mind, the filly pulled out the glowing teal parchment she had tucked into her mane. It was a spell, a rather simple silence spell that someone had placed in her locker. Not one to worry over her surprise luck, she quickly set about casting the spell, following the rudimentary instructions written on the very top. All while her twitching cock threatened to rob her of what little concentration she could scrape together.

“Come on, come on!” She muttered under her breath, her eyes nearly squeezing shut as she poured every bit of concentration she had left on the spell.

With a flickering flash the spell was cast and suddenly the everpresent din of her classmates was gone, replaced by her own labored breathing. Diamond Tiara groaned and rubbed her head, massaging her temples in slow circles, unaccustomed to the strange act of casting magic.

“Stupid spell, stupid dick, stupid school.” The filly ground her teeth together as she massaged her head, willing the pain in her brain to leave so she could do what needed to be done.

After several long seconds relief finally came and the weight she had felt on her forehead began to fade. “Well at least that's one thing I don't have to worry about.”

She glanced down at her dick with disdain, scoffing at the appendage that had now grown to its’ full size. “You don't care about headaches at all do you?”

The filly shook her head and got to work, knowing better than to let her needy appendage go without proper care. She glanced down, noting the head already glistening with pre and a dollop ran down the side.

Diamond Tiara rolled her eyes and pushed out her back before diving face first down onto her cock. Despite the above average girth she was easily able to fit the wide head into her mouth and down her throat in one swift motion, swallowing several inches of cock in seconds. With the ease of a practiced whore she pushed herself on, her flexible body enabling her to nearly reach her medial ring in no time. Extending her tongue down the underside of her dick she carefully lapped up the bit of pre that had escaped her reach and quickly swallowed it down.

Next she ran her dexterous tongue along every last bit of exposed stallion flesh that she could reach, searching for any last bit of pre that may have escaped her notice, knowing full well that even a single drop might give away her “uniqueness” to her classmates. Finding nothing, the filly pulled her head back, the head of her cock slipping out of her throat and into her mouth where she let it remain. Her tongue diligently got to work cleaning the head of her cock, running around the edge of her flared head before running across the top. All while she diligently sucked away, hardly even tasting the familiar flavor of her own fluids.

She had initially hated the taste, it was far too salty and reminded Diamond Tiara of pretzels, which she hated. As time went on and she was forced to attend to her needs more and more the taste had grown on her, going from something she dreaded to something she begrudgingly enjoyed and even secretly looked forward to.

With her cock now clean and bereft of delicious pre, Diamond Tiara pulled back, her wet cock slipping out of her mouth and standing proudly straight up in the air. After years of training she had effectively destroyed her gag reflex, but that didn't mean she didn't need to breathe. She sat there panting for a few seconds while she pulled out another spell scroll and used the custom levitation spell she had ripped out of the back of a porno mag to stroke herself off.

Pink magic lit up the stall and wrapped around her cock, gently squeezing it at all the right points. With a small shift it began to move, traveling up and down her cock in a slow but steady motion. With the knowledge of her silence spell working as intended she allowed herself a low, moan of pleasure. Though it wasn't quite as good as the feeling of fucking her own throat, it was a close second, and it meant she wasn't left gasping for air.

Noticing the head of her cock beginning to glisten with building pre the filly rolled her eyes and leaned down and licked it up, swallowing it instantly. Normally such a distraction of attention would be enough to break such a spell but by now Diamond Tiara was a master of it and she could probably cast and maintain the scroll spell in her sleep, which may or may not have actually happened as she sometimes passed out with a porno mag in one hoof.

It didn't take long for the filly to fall into an almost trancelike state, between the feeling of the magic gently caressing her cock and her own lips pressed against the tip it was hard not to drift off, lost in the sensations. Minutes could have passed in what felt like seconds as the filly pleasured herself to her heart’s content. Or at least she would have, had her silence spell not flickered and brought the sound of the school suddenly crashing back around her.

Diamond’s eyes went wide and her concentration waned, the sound of three fillies her age cutting right through all her years of practice like nothing.

“Do you think she's still in there?” Apple Bloom asked.

“It's been like ten minutes, let's go Scootaloo.” Sweetie Belle added.

“I saw her go running in there, so you know what that means.” Scootaloo said, drawing a snicker from one of her friends.

Inside the bathroom stall, Diamond’s silence spell seemed to correct itself, ushering in a tense unease. The filly pulled back, shame and guilt suddenly plaguing her and she looked down at her little ‘gift’ with disdain. She had been so caught up in the moment that she had forgotten the reason she was in here, which was to get rid of this thing.

She hated it, almost as much as she hated how good it made her feel. Everytime she felt she wanted to get rid of it, another nightly session and another mind blowing orgasm would change everything. In the end the filly sighed and wrapped her lips around the head of her cock. Either way she needed to get rid of this thing, she would think about this later when she wasn't about to be late for class… as usual.

Her porno mag scroll was little more than dust now, meaning the filly chose instead to use her exceptional flexibility and hooves to get herself off. One hoof cupped her large balls while the other stroked the side of her shaft, all while she plunged down the length of her cock, feeling the enormous length slip down her throat.

Diamond Tiara didn't know what time it was, she had come here at the beginning of recess and she knew it wouldn't be long before the bell would ring and her time would be up. Her eyes went wide and her pace increased, realizing all too well what would happen if she was late yet again.

She closed her eyes tightly, her lips creating a perfect seal around her cock as she pulled the forehoof from her balls and used it to vigorously stroke herself. Her neck strained, forced to stretch as she pushed her head deeper, and deeper, until she felt her medial ring bump against her lips and her cock surge deeper into her throat.

Her eyes began to water and she could feel her makeup begin to streak but it still wasn't enough, she knew what this disgusting cock of hers wanted and she knew she would have to give it just that if she wanted to get out of here in time for class. Pushing herself to the limit, Diamond Tiara could hear her back crack and her jaw creak as she forced herself up and down her cock as fast as she possibly could.

An amatuer might need to stop to breathe, an amatuer might not be able to take such abuse, but Diamond Tiara was anything but an amatuer. She knew just when to breathe in through her nose, and how to hold back the tears that threatened to ruin what little makeup she wore. She didn't know how many times she had done this but it must have been in the hundreds by now, as such she hardly even made a sound despite her frantic pace.

Even if her spell failed any student would only hear her muffled breathing, which would hardly be audible over the din of the busy school. Even her scent was almost completely masked by her eager sucking, ensuring that not even a single drop of pre dribbled down her shaft and threatened to give her away.

With such practice and years of experience behind her, Diamond Tiara could already feel her orgasm beginning to rise within her. Everytime she felt her lips pass over her medial ring it surged closer. The sheer mind numbing amount of pleasure dulling her senses and returning her to that nearly hypnotic state of constant arousal. In that moment of all consuming hedonistic self indulgence she couldn't bring herself to stop even if she wanted to, for at the end of the day her incredible libido and fat cock had given her more pleasure than anything else in her life and she wouldn't trade it away no matter how much she feared getting caught.

Her forelegs gripped under her back legs and she used the leverage to pull herself even further down, allowing a few more inches of cock to slip down her throat, her flared head making her throat bulge even deeper than before. If anyone was watching the filly face fuck herself they would no doubt marvel at her flexibility and just how accommodating her tiny body had grown to become.

The flared head was easily as large as a full grown stallion’s and yet it slipped down her throat with such practiced ease that you'd think she no longer needed to breathe. The size of the head pressing against the inside of her throat and making the bulge it created easily visible through the skin, the filly’s body somehow having adapted to the massive appendage immense size. Even with the odd angle and sitting on the toilet, Diamond Tiara was easily able to twist her body in such a way that her lips could very nearly reach the base of her cock.

She could hardly stop a half suppressed moan when she felt the head of her cock fully flare, blocking off her air supply completely. Thankfully she had seen this coming and taken a breath so massive it should allow her to ride out the entirety of her equally massive orgasm.

With her head flared, and her breathing cut off she knew what was coming next and she knew there was no way she could swallow the size of her load, so rather than pull out even slightly, she left her cock down her throat, allowing the sheer power of her orgasm to shoot her enormous load straight into her stomach. Which was exactly what happened as her cock twitched one final time before the first of many loads of cum shot up her cock and down her throat.

The massive size of her loads were so impressive that she could feel the bulge they made in her cock as it made its way down her throat and into her stomach where it shot with such force that she hardly even needed to swallow. Coupled with the fact of just how deep her cock had managed to penetrate, she didn't have to worry about any cum somehow slipping out and managing to get her caught.

Load after potent load of seed shot into her stomach and the filly eagerly swallowed every last drop. Her experience enabling her to hold her breath for far longer than what was normal for a filly her age. That same experience also reminded her of the fact that she needed to massage and squeeze her balls as she came, desperately working out every last drop of cum they had in order to ensure she didn't have to do this again in an hour.

Though her lungs began to burn and a primal part of her screamed for her to pull back, the filly managed to resist and hold on a little longer, giving her cock just enough time for it to sputter and the last of her cum to drip down her throat. Even after her orgasm had finally died, Diamond Tiara held on a little longer, knowing full well that her strange cock had a mind of its own. Sure enough two last, tiny loads shot down her throat, signalling that it was finally over.

Despite the fact that her cock had already began to soften it was still enormous and it took both of the filly’s hooves to help pull it out of her throat. When she finally managed to remove her cock from her mouth it slipped out with an audible slopping sound, falling against her chest and leaving a trail of spit on her fur. Diamond Tiara had bigger problems than just a little matted fur however and she was forced to place a forehoof against the wall of the stall in order to stop herself from falling off the toilet as her head spun and her chest heaved.

Slowly but surely the filly was able to get her breath back, all while her cock slowly shrunk until it slipped into its sheath and out of sight, hiding it and her balls from view. Diamond Tiara sighed and wiped the sweat from her brow, thankful that at least her freakish dick did a good job of hiding itself once it was satisfied. Unfortunately that was only one half of her that was completely satisfied.

The filly reached down and gently touched her pussy, only to immediately recoil as she realized just how soaked it had become. “Oh for the love of Celestia.”

Rolling her eyes, the filly reached for the toilet paper and got to work cleaning up the mess her cunt had made. As she went back and forth, grabbing more and more toilet paper she stared down at the spot her dick had been a minute ago.

“Why couldn't you at least completely relieve me?” typical male. Diamond Tiara thought to herself.

She had long since realized that even if she was brought to an earth shattering orgasm by her cock, it didn't mean her cunt was satisfied or vice versa. Stupid body!

Once clean she got up and flushed the mass of wet toilet paper, not caring if it clogged the toilet or not. The filly opened the stall door and peeked outside only to see the same empty bathroom as before. With a sigh of relief she made her way over to the sink, doing her best to ignore the pulsing need in her cunt and the ever present desire to simply run home and fuck herself silly with that toy she had managed to sneak into her house.

In the end she knew she couldn't miss another class and rather than indulge in her fantasy of getting railed by some stallion she simply cleaned up her makeup and washed her hooves. As she turned to the door she stopped, her nose tickling with a strange and familiar scent. The filly face hooved before turning back around and opening the tiny window used for ventilation, hoping the scent her arousal would bleed out of the room before another filly used the washroom.

Giving herself one last once over in the mirror the filly than turned and with a steadying breath, pushed the door open and stepped back out into the hall, her step confident and her smile unwavering. That was until she saw that the cutie mark crusaders were standing right outside, a smirk across all of their faces. Instantly Diamond Tiara could feel her confidence waver and she turned to leave only to get blocked by Scootaloo who extended one of her wings.

“Where do you think you were going, freak?”

Diamond Tiara took a step back, eyeing a way out only to find herself surrounded by the three other fillies. “I was just going back to class.”

Sweetie Belle smacked Scootaloo's shoulder, gesturing towards the door and sniffing the air. “You smell that Scoots?”

The older pegasus’ smirk grew even larger and she leaned into the scared earth pony. “Smells like somepony was getting in a quickie before class.”

Apple bloom smirked. “She wasn't in there long either, she must be a quick shot and a freak.”

The three bullies all snickered to each other as Diamond Tiara sunk even lower. “P-please. I j-just want to go to class.”

“P-p-p-p-p-please. God your pathetic. As if you weren't utterly repulsive with that thing between your legs but now you can't string together two words without stuttering like a baby.” Scootaloo said with a smirk.

“Well I mean with a cock like that, who needs stallions?” Sweetie Belle remarked. “What?”

Apple bloom rolled her eyes and cuffed the unicorn filly upside her head. “Were supposed to be teasing her; not complimenting her, ya dope.”

Scootaloo sighed and shook her head before catching Diamond Tiara trying to slip away and quickly cutting her off. “Where do you think you’re going, miss prissy?”

“C-c-class?” Diamond Tiara stuttered.

“Hey that's a good one Scootaloo, but I don't think it fits.” Apple bloom gestured to the filly’s flank. “I mean with a cutie mark like hers you’d think she'd act with grace and regality, but instead she's just a cock mare cum dumpster.”

Scootaloo cackled, bursting into laughter. “That's perfect!” The filly wiped away a tear. “That's what you are from now on, a cum dumpster for your own pathetic cock.”

“Cus it's not like anyone else would want a piece of you, freak.” Sweetie Belle adding a strange amount of inflection to the word anyone, while also flashing Diamond Tiara a wink.

Scootaloo sniffed the air dramatically, gagging at the smell. “Come on girls, let's get out of here, before we stink as bad as the freak does.”

Apple bloom snickered, shooting one last cocky grin before following Scootaloo down the hall. Followed rather reluctantly by Sweetie Belle who shot Diamond Tiara a half hearted shrug and an apologetic look.

Leaving one rather confused filly scratching her head in front of the bathroom. What had Sweetie meant by that? Was she…?

Diamond Tiara shook her head vigorously. No, there was no way she would be interested in anything like that with a pony like her. The filly sighed and turned towards class, glad that at least she wasn't going to be late again. She trudged silently to class, wanting nothing more than to go home and do the same thing she did everyday after getting bullied. Sulk.

That was until she heard the warning bell sound.

Diamond Tiara poked her head through the door and out into the nearly completely empty school yard. All the other students had long since run off, or at least that's what Diamond Tiara hoped anyway. There was something even more brutal than simple bullying if it happened right before she went home and Diamond Tiara was determined not to have another run in with the cutie mark crusaders today.

The filly breathed a sigh of relief and slipped outside, the only ponies lingering by the schoolyard were a couple of colts hanging out near the swings and another odd looking black coated filly who was trying to clean her glasses on her dress but kept dropping them.

Bolting from the door to a nearby tree, Diamond Tiara once more surveyed the schoolyard from her new position, knowing all too well that the cutie mark crusaders may be waiting for her nearby. After several tense moments Diamond Tiara’s shoulders sagged and she allowed herself to finally breath and relax. The cutie mark crusaders were nowhere to be found.

“What's with all the sneaking around?”

“Gah!” Diamond Tiara spun around and glared at the older filly.

Silver Spoon stood easily a head or two taller than the other Diamond Tiara however, rendering her glare of anger into little more than a cute pout in the older pony’s mind. “Don't scare me like that you big jerk!”

Silver Spoon chuckled, ruffling the other filly’s mane and making her pout even harder. “Chill out kiddo, it was just me.”

Diamond Tiara huffed, puffing out her cheeks. Drawing another chuckle from the older pony who just shook her head and started walking away from the school. Diamond Tiara lingered behind for a moment before swallowing her pride and catching up with her friend.

The two walked in silence for a few minutes before Silver Spoon bumped her hip against Diamond’s. “So, you gonna tell me who you were hiding from?”

Diamond Tiara wilted. “Nobody.”

Silver Spoon rolled her eyes. “I ain't a teacher you know. Your not tattling if you tell me.”

The smaller filly kicked a rock down the road, not able to look her friend in the eye. After a long moment she sighed and muttered. “The cutie mark crusaders… again.”

Silver Spoon sighed. “You can't keep letting those fillies walk all over you DT! I only got a year left but you have to deal with those jerks for another three years.”

Diamond Tiara’s head sunk even lower. “I know.” She whispered.

Silver Spoon sighed, leaving the two to walk in silence once more. Together the pair passed by through the majority of Ponyville without speaking another word, Diamond Tiara too downtrodden to say anything while Silver Spoon silently kicked herself for having made such a poor choice of words.

Eventually the friends made their way all the way to the last street before they had to go their separate ways. “Bye.” Diamond Tiara muttered, not waiting for an acknowledgement before turning down her lane and trudging off.

Silver Spoon wavered, glancing towards her house before back to her crestfallen friend. “Hey wait!”

Diamond Tiara stopped and turned. “What, did I drop something?”

“N-no. I.” The older pony put a hoof to her chest and took a breath. “Would you want to maybe, study later? After supper?”

Diamond Tiara’s mouth hung open. “Bwuh?” She muttered.

“I wanted to hang out but my family is really serious about eating dinner together so maybe after we could study, or something.” The confidence draining from her voice with every passing second until she was left staring at the ground, nervously pawing the gravel road.

The younger filly blinked. “Uh, sure. How about seven?”

“Perfect! See you than!” Silver Spoon turned and trotted off, a slight spring in her step as she made her way home.

Leaving a confused and stunned Diamond Tiara standing at the crossroads, watching as the other filly trotted off. “We never hang out after school.” She muttered dumbly.

Her eyes suddenly went wide and she turn and ran down the road. “We never hang out after school!”

My room is a mess!

Diamond Tiara paced nervously before the door, glancing up at the time every few seconds. Six fifty exactly, she had ten more minutes to make sure everything is perfect. She spun around, looking about her room and searching for anything out of place.

Her bed was made, her desk was clean, the few clothes she did have had been picked up from the floor and hung in her closet. The school work that was usually scattered across the floor was now piled neatly on her desk. Her dolls had been stuffed in her closet, along with her posters for those comics from Neighsia she liked.

Breathing a sigh of relief the filly sat down on her bed, gently messaging her temples and forcing herself to calm down. It's just a little study session, that's all! Nothing to get so worked up over. Other than the fact that your only friend in years is inevitably going to find out about your little secret and will no doubt call you a freak and leave you, and you’ll be alone for-

The filly slammed a hoof into her plush bed, shutting out her overactive imagination and forcing herself to breathe.

“Alright, it's just a little study session, I jacked off twice today already, I should be fine.” The filly muttered to herself.

Right, the filly leaned over and grabbed a some crackers and cheese from a small plate her father had set out for her. Chewing them silently as she tried to think of some words of wisdom to calm her mind. Her father hadn't been much help, having just told her to be herself and not to worry about it, typical parent.

Her mother had been much more… practical about it. She merely shot her daughter a deadpan look and placed a hoof on the younger filly’s shoulder. “Look, just make sure she doesn't find out about your little addition and you should be fine.”

It had been the single best piece of advice her mother had ever given her, and altogether the most useless. She could never not think about her ‘little addition’, not for a single day and certainly not while she was alone with an attractive mare like Silver Spoon. Her long, graceful legs were the stuff of dreams and that was without even thinking about how cute that ponytail and glasses combo looked on her. Diamond Tiara shook her head vigorously, trying in vain to dislodge the image of Silver Spoon’s shapely legs and adorable sense of style.

The filly gave herself a hard slap across the cheek only to wince. “Ow. Stupid earth pony strength.” She muttered, walking over to the door and slipping down the stairs.

As Diamond Tiara neared the door she caught a glimpse of her father straightening a bow tie in the mirror, his clumsy hooves always seeming to make things worse.

“Stars above Rich, your hopeless!” Spoiled shook her head and beckoned her husband over. “Here, let me do it.”

Filthy chuckled nervously and turned to his wife who quickly straightened his bow tie. “Sorry honey, it seems as though this meeting has given me a case of the jitters.”

Spoiled rolled her eyes. “No, your hooves are just always that clumsy. There, perfect. What would you do without me?”

Her husband chuckled and glanced at her hoof work in the mirror. “Go to every meeting looking like a bum?”

“Mom, Dad, where are you guys going?” Diamond Tiara asked.

“The meeting with Mayor Mare, remember? We told you about it yesterday, after supper, remember?” Filthy remarked.

“Uhh.” Diamond Tiara scratched her head nervously, thinking back to the day before and remembering only when she had sprinted up the stairs after supper and vigorously masturbated for nearly an hour before dumping a massive load down her own throat. “R-right, I remember! Have fun!”

Spoiled rolled her eyes and shook her head. “Silver Platter will be here till nine if you want anything.”

Filthy chuckled before reaching down and pulling her daughter into a short hug. “Have fun with your friend Diamond, don't burn down the place while were gone okay?”

Diamond Tiara huffed. “I promise not to try and cook anything.”

“Atta girl. We’ll be back before Silver Platter goes home for the night. Have fun!”

Then just like that her parents left, closing the door and boarding a small coach before disappearing into the evening twilight. Wait a second, does that mean I will be alone alone with Silver Spoon? Her eyes went wide and she worried about all the rumours that might start if anyone knew. But it's not like they would know, I mean it is just me and her. Alone. In my room. Studying.

Thankfully her train of thought was cut off by the sound of a hoof knocking on the door. Shaking her head, Diamond Tiara eagerly leaped forward, throwing the door open with a little more force than what was necessary.

Silver Spoon cocked her head. “Were you just standing by the door waiting?”

“N-no. My parents just left so I was saying goodbye.” Diamond Tiara stuttered.

Silver Spoon grinned, ruffling the smaller filly’s mane. “Aww you were! That's so sweet.”

“Augh, let's just go.” Diamond grouched.

Silver Spoon chuckled. “Lead the way.”

Diamond Tiara did just that, leading the pair up the stairs and eventually into her now clean room. Silver Spoon stopped ounce inside, gaping at the sheer size of the room. “Wow, it's massive in here. This is like, twice the size of my room.”

Diamond Tiara shrugged. “My family is pretty rich.”

“No kidding, we passed like 5 bedrooms. How big is this house?”

“I dunnu, few thousand square feet I think.” Diamond Tiara turned and walked over to the large desk in the corner of the room and sat down on one of the two chairs.

Silver Spoon shook her head and walked over beside the smaller filly. “So, did you need help with anything?”

“No, not really.” She frowned, glancing over at the small pile of homework she had set aside. “Well actually… you wouldn't happen to be any good at math, would you?”

Silver Spoon scoffed. “Math is easy, what do you need help with?”

“Well my mom accidentally put me in AP math and won't let me drop the course.”

Silver Spoon dropped her own books at the edge of the table and reached over and pulled Diamond’s math book between them. Giving the filly a whiff of her perfume, which she usually never wore. Had she put that on just for her? Diamond Tiara wondered. The perfume did smell really nice, kind of like that flower shop they walked by on the way home everyday.

“Hey DT, what part is giving you problems?” Silver Spoon asked.

“Oh, what? Um, derivatives.”

Silver Spoon grinned and shot the younger filly a confident smile. “Than your in luck DT, cus I am the master of derivatives.”

“Really? I thought you said you hated math the other day.”

“Only cus my dad wants me to become an accountant like him.” The filly pretended to gag, sticking her tongue out in disgust.

“That would suck.” Diamond remarked.

“Your telling me. We should get to work before I gag just thinking about it.”

Diamond Tiara giggled and pointed to the page. “I was having trouble with…”

Time passed relatively quickly for the studious pair, time seeming to fly by as they worked on Diamond’s math homework at an impressive pace. Easily managing to complete more in an hour and a half than Diamond Tiara had done on her over the last two weeks.

After they had finished the backlog of Diamond’s math homework time seemed to slow once more. Silver Spoon was intently reading the last few pages of a book she needed to finish for an literature class and Diamond Tiara was supposed to be reviewing all the work they had done on derivatives but she couldn't seem to focus.

It just wasn't very interesting when Silver Spoon wasn't helping her. The older filly made even math interesting but now that she was busy doing her own thing, it had gone back to being a boring, waste of time. Diamond Tiara looked down, pretending to read, when in reality her mind was swirling with thoughts of the older mare.

The way she kindly guided Diamond to the answer without outright telling her the answer had helped way more than any tutor she had ever had. It helped that she smelled amazing and the few brief times their hooves had touched had sent a jolt of electricity through the filly’s veins. She was just so sweet and kind, and beautiful that Diamond couldn't help but hang on her every word.

She sighed and snuck a glance at the filly beside her, Silver Spoon eyes were narrowed, staring intently at the page while a strange, almost sad expression rested on her face. The expression seemed to resonate with Diamond and she wanted desperately to ask what was wrong but in the end she didn't have the courage and merely looked back to her work.

What were these strange feelings coursing through the filly’s veins? She wanted to hold her, to ask her what was wrong and to make everything right but why? It was just a book, probably just a sad ending, nothing to feel this way over, right?

Even knowing her feelings were stupid and misplaced didn't seem to make them go away. Diamond Tiara’ mind was stuck on the older filly, much to the her dismay. Was it all because she was cute? I mean she certainly was undeniably beautiful, probably the most beautiful mare Diamond Tiara had ever met but surely it didn't explain all of her feelings. Even if it did explain why she never could tear her eyes away from those perfect legs, or that adorable ponytail of hers or…

Diamond Tiara gulped, biting down her lip slightly and squeezing her legs together. Not now, please! If there is a higher power I’m beginging you, not now!

After several pained seconds of silence the pressure in her groin seemed to fade and Diamond Tiara breathed a sigh of relief. Oh thank celestia. She thought.

“What's up DT? Still having trouble with that question?” Silver Spoon asked, draping a hoof over the other filly’s shoulder and looking down at her sheet.

“I er, uh. Need to use the washroom!” Diamond Tiara shouted before pushing her chair out and hopping down, her back legs pressed together tightly in order to hide her burgeoning length.

“You can just do it here, I don't mind.” Silver Spoon all but whispered.

“W-what?” Diamond Tiara turned, making sure to hide her now partially hard cock from the view of her friend.

“Yeah, you were going to go jack off right? You can do it here, I don't mind.”

“I err..” Diamond Tiara’s uncertainty was answered for her when her cock slipped entirely from it's sheethe and poked out between her forelegs, giving Silver Spoon a good view of her stallionhood.

“Oh wow, it's so hard.” Silver Spoon commented, a massive blush spreading across her face.

“Y-yeah it does that.” The filly made her way back over to the spot beside Silver before sitting back down and gently beginning to awkwardly stroke her cock, trying desperately not to look at the beautiful mare beside her.

“I’m sorry, did I make this weird? I just didn't want you to feel embarrassed about your… condition.” Silver pushed her books into her bag and got up. “Should I go?”

“NO! I mean, no. It's just a little hard to think straight with such a pretty mare nearby.” Diamond Tiara looked away, too embarrassed by her sudden burst of confidence to watch as a flustered blush spread across SIlver Spoon’s face.

Sitting back down, Silver gulped and looked down at the throbbing tower of meat standing straight up from her friends crotch. “What's it like, having a… you know.”

Diamond Tiara frowned. “It's always hard, I have to jack off at least three times a day just to keep it down during class. It doesn't ever seem enough either, always getting hard like an hour later no matter what I do.”

Silver Spoon bit her lip and looked down at the proportionally massive cock. It was easily as big as the ones she had seen in those magazines she snuck from her cousin but it looked so much bigger on the petite filly, even when it was probably little more than average for a normal stallion. “I could… help you, if you want.” Silver Spoon offered, nervously.

Diamond Tiara eyes went wide. “No way, your a beautiful, kind and wonderful pony. You deserve someone special, not to be used by a freak like me.”

Silver Spoon frowned and lowered herself until their eyes met. “You are not a freak DT. You are an amazing, kind and gentle pony and I genuinely want to help. Besides, you would be helping me too, in a way.”

Diamond Tiara pressed her hooves together nervously. “I don't know Silver, it's one thing for me to just jack off with you around. I don't know if I could do that to you.”

“I really do want to help you Diamond, here let me show you.” Silver Spoon grabbed Diamond’s cock and before the filly had a chance to say otherwise, Silver dove down and took a few inches of it’s length into her mouth.

Diamond Tiara wanted to tell her to stop, she felt a pit of guilt opening up inside her. They weren't even dating and Silver Spoon was way older than her! Despite her logical side’s well meaning arguments and the guilt ingrained by culture, Diamond couldn't help but admit that even though it felt wrong, it also felt so very, very right.

Silver Spoon reached down between her legs, rubbing her pussy awkwardly due to the odd positioning but not caring in the slightest. Her lips surged down, swallowing another few inches and allowing the head of Diamond’s cock to slip past her tonsils and down her throat, rewarding the eager filly with a fresh surge of pre that she eagerly swallowed. Silver placed her other hoof against Diamond’s thigh, using it for balance while she played with herself.

Diamond Tiara was too awash in emotion to even notice what the other filly was doing between her legs, barely even hearing the clopping of the filly’s hoof as it rocked back and forth against her love button and the chair. Had Silver Spoon done this before? She wasn't as good at this as Diamond but she had swallowed nearly six inches in a matter of seconds and was now eagerly working herself up and down the shaft with an even, steady ease.

By now her perfume had mixed with the scent of her arousal, creating a new and potent scent that would forever remind the well endowed filly of sex. It was at that moment that she glanced down and saw the pool of liquid pooling between her legs and instantly realized the true reason for her friend’s sudden use of perfume.

She was soaking wet! There was no way that happened over just the last minute, she had to have been aroused for a while to make such an impressive puddle on the wooden chair. This had to have thought of this before hoof! The filly’s eyes went wide and she grinned from ear to ear. She must really like me. Diamond thought triumphantly.

With that thought in mind, suddenly all the tension and built up repression seemed to bleed away and Diamond Tiara allowed herself to relax and enjoy herself for the very first time. Other than the butler who was no doubt either in the yard or basement, they were well and truly alone. With no parents to walk in on them, no shame in revealing herself, no guilt about ruining a friendship with her status as a freak of nature.

All of that combined with the raw, animalistic pleasure of Silver Spoon eagerly bouncing on her cock was beyond Diamond Tiara’s wildest dreams and despite her desire to enjoy this feeling for as long as possible, she could already feel her orgasm begin to creep up on her.

“Um could you slow down a little? I’m kinda close.” Diamond Tiara asked nervously, half convinced that what she had just said was the worst possible thing she could have remarked.

Silver Spoon nodded her head slightly, and lifted slowly off Diamond’s cock, leaving a long trail of spit, her tongue pressed firmly against the underside of her dick before finally popping off the end.

“Ahh. You taste amazing.” Silver Spoon muttered, her eyes glazing over as her tongue roamed around her mouth sucking up every last drop of Diamond’s cock.

“Er, thank you? You don't have to stop I just wanted to slow down a little.”

“Oh, sorry. I just got caught up in the moment. Here, let's try something different.” Silver Spoon remarked before getting off her chair and kneeling between Diamond’s legs, Silver’s body almost completely under the table.

“Wow.” Diamond muttered, finding the sight of a gorgeous mare under her desk, her face pressed against Diamond’s hard cock to be bizarrely enchanting and more than that it felt oddly right.

The filly pushed aside the odd feelings for now, focusing on Silver as she gave Diamond’s cock a few last slow pumps before moving down and planting a big, wet kiss on Diamond’s sack, drawing a giggle from the fillies who exchanged a look of pure, lustful joy.

Silver was the first to break eye contact, all too aware of the potent need of her lover. Diving a little lower Silver urged the other filly forward on her chair, something Diamond eagerly obliged, which in turn allowed Silver an unobstructed view of Diamond’s glistening pussy.

Pressing forward, Silver placed a chaste kiss on the parted lips, drawing a surprised moan from her lover, and a smile to her lips. Silver didn't waste time though, she knew what her partner wanted and she was eager to deliver.

The filly extended her slender tongue and easily slipped inside her lover’s pussy, where she was surprised by an entirely different taste than Diamond’s cock. It was obvious in retrospect as they were two entirely different sex organs but the sudden clash from the last flavor to this almost sugary taste of her cunt made Silver stop for a second.

Instantly Silver was considering which was better, but in the end she hastily decided they were both good but for different reasons. She had work to do and a pony to satisfy, after all.

Lapping away, Silver Spoon pressed deep into the filly’s cunt, enjoying the taste almost as much as she enjoyed the happy little moans that her new lover made. Her own pleasure had long since been abandoned, supplanted by the overwhelming need to give Diamond everything she wanted.

Back and forth Silver worked, exploring the depths of DIamond’s pussy only to pull out and plant another gentle kiss. This time instead of diving deep into Diamond’s delicious folds, Silver moved a little higher, pressing forward with her tongue, in search of a different kind of treasure. It didn't take long for her to find what she was searching for and the sudden jolt that ran through Diamond’s body was more than enough confirmation that Silver had found her target.

Wrapping her tongue around the filly’s love button Silver Spoon moved in and gently began to suck. Instantly sending Diamond Tiara’s eyes wide and a confused moan to slip past her lips. The sensation was so strange, and utterly unlike anything else that for several seconds she wasn't even sure what Silver Spoon had done.

“Oh wow, that is-” Silver Spoon sucked a little harder, surprising Diamond Tiara and turning whatever she was about to say into a wordless moan.

Silver Spoon would have laughed if she could, the cute moan Diamond had made was unlike any other adorable sound she had made and she was obviously caught off guard, her carefully reserved persona finally falling away.

The filly pulled back from Diamond’s clit before diving muzzle first back into her pussy, her tongue extending deep within the other filly’s dripping honeypot. Silver Spoon couldn't get enough of the taste even though it wasn't quite as delicious as the filly’s cock, her pussy had a unique flavor all it’s own that Silver Spoon knew she would be tasting much more often.

Bracing herself against Diamond Tiara’s thighs, Silver spoon worked her dexterous tongue in and out of the filly’s cunt, eagerly diving deep and caressing the younger mare’s tender folds. Her jaw creaked and her tongue flexed but she couldn't get any deeper, shrugging to herself, Silver Spoon pulled back slightly, deciding to tease Diamond’s cute little love button again, only to find herself unable to move back. Then, before she had a chance to find out what was going, on she felt her head gripped tightly by pair of hooves that pushed her forward, deeper into Diamond Tiara’s cunt.

Her muzzle pushed itself deeper into the filly’s surprisingly accommodating cunt, easily slipping an inch or two deep without any major resistance, though whether that was Diamond Tiara being loose, or the sheer strength of the earth pony, Silver didn't know, and didn't care. The force, the unspoken command and the powerful urge she felt course through her lover were entrancing and Silver Spoon found herself moaning almost as loud as Diamond Tiara was.

Then she stopped, Diamond Tiara now finally satisfied and Silver Spoon’s muzzle a few inches deep into the filly’s cunt. Cautiously Silver Spoon opened her lips and slipped her tongue past, pushing it deeper than ever before and drawing yet another cute moan from Diamond’s lips. With her lover’s intentions clear, Silver Spoon got right back to work, using her tongue to caress the inner most reaches of the filly’s pussy.

Diamond Tiara squirmed in her chair, wrapping her legs around Silver’s head and holding the girl’s face deep in Diamond’s cunt. An act that left her feeling oddly empowered and even more aroused the instant she had pulled Silver’s head deeper, overpowering the other filly and making her bend to Diamond’s desires. The feeling was strange, so primal and so commanding that Diamond could feel her orgasm beginning to rise again, her concentration broken by the rush of pleasure.

“I’m gonna cum Silver!” Diamond Tiara yelled, her legs going stiff as her muscles twitched and her cock spasmed madly, ejecting a steady stream of pre that dripped down the sides of her cock and into Silver’s hair.

Silver Spoon could only grunt her response, hoping Diamond wouldn't take too long to cum as she was running out of air. Not one to simply sit, especially while she had a job to do, Silver Spoon worked her tongue, harder, faster and deeper, pulling out every one of the few tricks she knew in order to give as much pleasure as she could to her new lover.

Which did exactly as Silver planned, Diamond’s orgasm surged to the forefront of her mind, her eyes rolling into the back of her head as her body twitched. Hot marecum splashed against Silver Spoon’s nose and face and she very nearly came from the sheer animalistic nature of the act. She had been marked by the filly’s juices, indicating to any that she was Diamond’s property. Though that thought was fleeting compared to the other powerful feelings running through her, Silver Spoon couldn't help but shiver. The feelings of submission were new and strange but they were too powerful for the girl to ignore.

The walls of Diamond’s cunt convulsed and spasmed as her orgasm coursed through her body, unused to feeling her female parts getting the proper amount of attention. As her eyes opened she looked down and gasped in shock, the feelings of pleasure no longer clouding her mind.

“Oh my gosh, I’m so sorry.” Diamond Tiara unwrapped her legs from around Silver’s head, allowing the filly to pull back and take a deep, stuttering breath.

“That was so fucking good.” The cum covered filly gasped before running her tongue along her lips, lapping up every last drop her lover had left behind.

“Wait, what?” Diamond Tiara asked, scratching her head and looking down at the messy, wet and thoroughly disheveled filly as she breathed deeply, inhaling the potent scent of Diamond’s dripping sex.

Silver Spoon opened her lips to speak, only for her eyes to catch a glimpse of Diamond’s still hard, pre covered cock. The filly’s eyes went wide. “I’m sorry!”

Before Diamond Tiara even had a chance to ask what the filly meant, SIlver dove down, impaling her face on DIamond tiara’s pillar of maremeat. “Wha-Ooooh.” Diamond Tiara muttered, falling back into her chair with a blissful expression.

Silver Spoon didn't stay down very long, sucking hard on any last drop she could find before pulling back and letting Diamond’s cock slip from her lips with an audible squelch. Diamond Tiara blinked, confused and aroused, she looked down at her new lover who had already gotten to work at licking away at her balls and groin. Making short work of the small flood of precum that oozed forth from Diamond Tiara’s cock.

When every last trace of delicious cum was finally consumed, Silver moved back to the filly’s cock, giving it a few last licks and planting a kiss on the head. “There we go, perfect.”

“Whuh?” Diamond Tiara muttered, much to Silver Spoon’s amusement.

“Couldn't let that gorgeous dick of yours get all dirty.” She smirked. “Now are you ready for the fun part?”

“Uh I thought that wa…. Oh wow.” Diamond Tiara whispered, staring aghast at Silver Spoon who was walking over to Diamond’s bed.

Walk wasn't the right word, Diamond concluded, it was more like a saunter. Diamond Tiara had never been very good with words, and the only thing she could think of as she watched her lover staunter over to her bed was. Holy fuck that’s sexy.

SIlver Spoon sashed her hips while she walked, her tail flicking back and forth with every step, offering Diamond Tiara a perfect view of everything the filly had to offer. From her above average sized perky breasts that dangled between her legs to her dripping pussy that winked as she stared to her expansive flanks that jiggled with every step the filly took. Diamond Tiara felt her jaw drop and her cock twitch in excitement. She wasn't just wet, she was sopping, more than ready to even take Diamond’s impressive cock with ease.

The filly put her hooves up on the bed and arched her back, looking over her shoulder at Diamond as she did, throwing in a wink. “Come on stud. I’m ready.”

Diamond got off her chair and took a step closer only to stop and bite her lip. “I don't think we should do this Silver. I don't want to use you like this.”

Silver Spoon pouted. “But I need your cock Diamond, please give it to me.” the filly arched her back even more, her tail flicking upwards to give Diamond an unrestricted view of Silver’s pussy.

Diamond Tiara could feel her blush returning and her stallionhood throbbed with need but her mind stubbornly resisted. “I don't know…”

“If your not going to fuck me I guess I’ll just go have to go find a real stallion to fuck me.” Silver Spoon replied in mock sadness.

Instantly something flipped in Diamond Tiara’s brain and her first thought was. No, you're mine! She didn't give that thought a voice however, too busy closing the distance and pushing Silver back onto the bed. “Err, wait. Don't go, just um… Wanted to return the favor first.”

Silver Spoon wanted to point out just how unnecessary that was but she could hear that subtle dominant tone slip into Diamond’s words, melting Silver’s resistance. She slipped forward, resting almost her entire body on the bed, leaving her back legs on the ground and her rump raised, her tail pulled aside and tucked under her body. “Go on, stud. Do whatever you want with me.”

With powerful, prideful steps Diamond stepped closer, her body suddenly filled with a confidence she had never felt before in her life. She placed a hoof against Silver’s flank, kneading and squeezing while marveling at just how amazing her ass looked. Diamond Tiara wanted to put it better but she could hardly think straight. Between Silver Spoon’s shapely legs now spread wide, her pert breasts that just barely peeked out between said legs and her luscious ass. The sight left Diamond a mute, drooling mess.

Silver Spoon giggled, at the sight and the way Diamond roughly handled her and she couldn't help but thinking. Typical boy.

Diamond Tiara leaned in and breathed deep from Silver Spoon’s exposed sex, drinking in the smell. It smelled so alluring Diamond couldn't help but shudder, this was what a mare in need smelt like and that same primal part of Diamond’s mind was half tempted to mount the filly right then and there but she held that feeling back, too paranoid about going back on her word.

Leaning forward, DIamond pressed her lips against Silver’s cunt, giving the filly’s lips a wet kiss. Silver Spoon moaned, urging the other filly on while pushing her face into the bed and her ass back against Diamond’s face. The surprised filly pulled back from Silver’s cunt before diving right back in and chiding herself for being so jumpy. Silver was ready, willing and needed release, something Diamond couldn't give her if she was being jumpy.

She started again by giving Silver’s folds a long lick from top to bottom before moving back down and pushing her tongue into the filly’s pussy. Silver Spoon moaned, her body quivering as she finally felt her hot sex begin to be pleasured. Though even still she couldn't help but want Diamond’s cock, the filly was eager to please and her rough but well meaning ministrations quickly made Silver forget all about the fat cock that hung betwixt her lover’s legs.

Gripping Silver’s cheeks tighter, Diamond pulled them further apart allowing her more room to work. Without any real experience or really any idea what she was doing, Diamond fell back on what she had felt Silver do to her, though those memories were a little muddled due to the sheer amount of pleasure Diamond had felt in those moments.

Still, even than Diamond’s need to return the favor was enough to make up for her own lack of experience and she dove back down and eagerly got back to work. Up and down she worked her tongue, pressing it deeper with each pass until her muzzle was pressed against Silver’s mound and her tongue had extended as far as it could go. Silver moaned and gripped the sheets tighter, amazed that her virgin lover was so skilled.

On and on the filly went, trying desperately to recreate every trick Silver had used on her. She repeated that same up and down strategy several times in between trying other things but despite her enthusiasm and the tricks Silver had used earlier Diamond had to admit that she simply wasn't as good as the other filly. Nothing she did could really compete and Diamond became increasingly aware of the lack of moaning on her lover’s part.

Finally, Diamond Tiara pulled back and licked the wetness from her lips. “S-sorry, what do you want me to uh, do?”

Silver Spoon frowned, already missing that confident, powerful mare that had been there moments ago. With a clever smile Silver looked arched her back and spread her legs. “I want to serve you, however you desire, without thinking of my pleasure. I am yours, take me.”

Diamond Tiara snorted and leaped upwards, placing her hooves on the older girls’ waist and pushing her down until her drooling snatch was level with Diamond’s cock. The young filly knew it was strange, knew this wasn't like her but she also knew just how great this felt and with Silver Spoon’s words echoing in her head, Diamond gave in to that feeling. Without a word of warning Diamond plowed forward, surprising herself almost as much as Silver Spoon.

The older filly’s eyes went wide, half convinced up until that very moment that her little words of encouragement hadn't been enough to bring out that powerful, domineering side of Diamond Tiara. Yet here she was, Diamond’s cock now pressing inside her, spreading her wide and controlling her every move. The older moaned in ecstasy, overcome with the intense feeling of finally getting what she wanted.

No toy or hoof she had ever used could compare to the feeling of real throbbing cock being pushed inside her. Even with her wild imagination and many nights spent masterbating furiously, nothing could have prepared her for this moment. Between her experience with toys and endless waves of juices that gushed from her cunt it was still slow going, Diamond’s cock making little headway despite her instance.

Diamond Tiara had fallen fully into her more base desires, but even still she knew she couldn't simply ram her way into the filly’s body. She pushed deeper only to rock back a little bit, then when she felt the time was right she pushed forward again, slipping a little deeper and drawing another surprised squeak from Silver Spoon.

Inch after inch slowly pressed it's way into the filly’s cunt, stretching and warping her pussy but never painfully so. Though Silver Spoon had long since taken her virginity she had never taken something this large before and the impressive size was making things slow but surprisingly pleasurable. Silver spoon had expected it to be hurt and heard from enough of her friends to expect the first time to be slow and painful but there hadn't been anything more than the tiniest pin prick of pain that was instantly washed away with pleasure.

Silver moaned, coming back to reality just as she felt Diamond Tiara’s thick medial ring slip inside her cunt and stretch her lips even wider. Silver could feel that ridge as it's made its way deeper into her guts, stretching her inner walls further with every thrust. Her eyes rolled back into her head and she moaned long and hard, which only seemed to push Diamond Tiara further, her sawing thrusts gaining speed.

Between the flood of juices that coated Diamond’s cock and her powerful, deep thrusts Silver was left a drooling mess of pleasure and just when she thought she had no more pussy left to fill, Diamond surged forward and finally stopped. With their hips now pressed together, Silver felt relief the likes of which she had never experienced before in her life. She could feel every inch of her body filled with Diamond’s cock and it felt as though she had given every inch she had to the dickmare.

That thought of giving every inch of her body to Diamond, coupled with the all consuming feeling of absolute fullness was more than Silver Spoon could handle and she felt her pussy begin to spasm as she felt herself cum. Diamond Tiara sighed contently, having bottomed out inside Silver, only for that sense of serene pleasure being interrupted by her lover suddenly twitching madly, a surprised moan filling the room.

For a half a second panic ruled and DIamond Tiara nearly pulled out before Silver Spoon yelled. “Cumming!”

Diamond Tiara would have have face hooved at her own panicked reaction were she not balls deep in Silver’s cunt. The filly wasn't really sure what to do so she merely sat relatively still, not wanting to ruin what looked like an earth shattering orgasm. Which was a good thing on her part as the convulsing, squeezing muscles of SIlver’s pussy nearly milked Diamond to the point of cumming right then and there.

Biting her lip and squeezing her eyes shut, Diamond desperately held off her orgasm, not wanting to ruin such a perfect moment by being a quick shot for once in her life. Come on you stupid dick! You don't cum for me in the bathroom but the instant we are balls deep in Silver you nearly spill your load right then and there!

Thankfully the filly’s orgasm didn't last very long and the intense pressure from her tight pussy let up enough that Diamond opened her eyes. “Having fun?” She asked. Giggling at the dopey expression on Silver’s face.

“Mmm yeah.” Silver muttered back. “You didn't cum yet did you? I didn't feel anything…”

Diamond snickered. “Trust me, you will know when I’m done. Err speaking of which, where do you want me to uh? You know.”

Silver rolled her eyes. “My body is yours Diamond, do it wherever you want. Today should be safe.” I think.

The younger filly grinned from ear to ear. “Really? Yes! Oh I can't wait, I’m gonna stuff you so full of cum.”

Silver pressed her hips back. “Well go on than stud, give it to me.”

Diamond snorted, throwing herself into a powerful thrust, squeezing every last inch of herself into Silver’s cunt with a wet squelch. Her balls slapped against Silver’s tits and for a second the older filly was convinced that she could hear the twin orbs slosh with cum, but that wasn't possible right? She was big but not that big. Silver felt a sliver of apprehension worm its way into her mind, until Diamond threw herself into another thrust, than all such worry was gone, washed away in seemingly endless pleasure.

DIamond Tiara knew she wasn't going to last long, she had already edged close to an orgasm with her male parts several times since they started but she was intent on giving Silver her all before she finished. With strength she didn't know she had Diamond threw herself back, nearly pulling her entire cock from Silver’s warm and wet embrace before throwing herself forward, slamming her cock into the older filly’s cunt. Their hips connected with a meaty slap as Diamond’s balls slapped against Silver’s tits again and again.

Silver bit her lip, stopping herself from crying out, turning her scream of ecstasy into a muffled moan that was music to Diamond’s ears. Which in turn emboldened the younger filly who gripped Silver’s waist tighter, pulling the other girl’s ass back as Diamond thrusted forward, taking what little control the girl had left.

It wasn't going to be long for Diamond to cum, Silver knew the filly must have been close judging on the sudden, frantic intensity of her thrusts but that didn't matter. Silver knew this was only the beginning of their fun and judging by the surprising endurance her new lover had it would only be moments before she was ready again.

Sure enough DIamond’s thrusts only grew more erratic, gone were the smooth even thrusts she had started with, replaced by an animalistic intensity that Silver craved. Diamond gripped the older filly’s hips tightly. “I’m cumming Silver!”

“Give it to me! Fill me with your cum!” Silver cried back, throwing herself back against Diamond’s cock and burying every inch of it inside her.

The younger filly’s hooves grew weak and she fell onto Silver’s back, her back hooves no longer even standing on the ground. Thinking quickly she wrapped her forelegs around Silver’s mid section and thrusted several last times as best as her strange angle allowed. Already Silver Spoon could feel the enormous load of her lover begin to travel up Diamond’s cock, surging into her before splashing against her cervix with enough force to make her cry out in alarm.

Diamond bit down on the older filly’s neck, her hips still thrusting as she rode out her orgasm. Silver Spoon wasn't far behind and the instant she felt that second, massive load of sperm splash against the deepest reaches of her cunt she cried out, cumming hard from the feeling of Diamond’s hot load filling her to the brim and beyond.

The older filly’s addled mind was awash with pleasure and for several moments time lost all meaning to the girl as she felt a seemingly endless tide of cum shooting inside her and claiming her utterly. This was it, Silver knew she could no longer ever be truly satisfied with a toy ever again, she was Diamond’s plaything now and that glorious cock would be the only thing that could ever bring her to such heights of pleasure.

The younger filly worked her hips for everything she was worth, somehow able to continue to pound SIlver’s cunt despite the odd angle and the fact that she was currently unloading a massive wave of cum directly into the other filly’s cunt. Despite the creeping weariness that threatened to stop her, Diamond plowed on, thrusting through the entirety of her orgasm and milking every last drop of cum she could.

Finally, when her dick finally stopped twitching and her balls stopped churning, Diamond stopped and on cue, Silver collapsed to the bed, rolling to her side. Together the pair lay panting half on the bed, Diamond’s cock still wedged inside Silver’s thoroughly used cunt. Silver looked down and gaped at the sight of her stomach which had grown three sizes larger, bulging obscenely with the contents of Diamond’s massive load. Even with her body stuffed with cum and her lover’s cock still inside her, Silver hadn't had enough.

The filly pushed herself up, extracting Diamond’s cock from her cunt despite the other filly’s whimpers. The sheer size of Diamond’s massive cock made the move difficult and she had to shift up the bed just to pull the beast free from her cunt. When it finally was released from the confines of her ruined hole, a veritable flood of sperm rushed out and soaked the bed, though even than it didn't seem to change the size of Silver’s swollen belly.

Silver stood on shaky hooves, getting up on the bed and looking down at the confused Diamond Tiara. “Uh what are you doing Silver?” Diamond asked.

“Round two, of course.” She said simply, giving her lover a coy smile before lowering herself down and sitting on the other girl’s chest.

“But I’m not ready, I’m not even-” Silver shushed her gently, placing a hoof against the other girl’s lips.

“Shh, look down, see what you did to me.” Silver gestured lower.

“What-” Diamond’s jaw hung open and she blinked. “I did that?”

“Still not ready?” Silver asked, watching as Diamond ran a tentative hoof over Silver’s bulging stomach.

“I-” Diamond couldn't find the words to say what she felt, but she didn't need to. Her cock had grown hard and now rested between Silver’s cheeks, it's length pulsing with need.

“I knew you couldn't get enough. Lay back stud, let me take care of you.” Silver whispered, pushing Diamond against the bed.

Diamond nodded weakly, laying back and watching as Silver picked herself up and positioned herself directly over the younger girl’s now completely hard cock. Without even using a hoof to guide her, Silver brought herself down, impaling herself on the first few inches of Diamond’s cock. Diamond gasped, watching as her dick made the slightest indent in the other girl’s stomach, allowing her to watch as it traveled up, deeper into Silver’s body.

The older filly threw back her head, letting out a low moan of contentment as she let her weight carry herself further down Diamond’s cock. Diamond Tiara watched in awe as her cock disappeared into the other girl’s cunt, Silver not even slowing as she felt Diamond’s medial ring slip inside her. Finally, when their hips met she stopped, resting her weight on Diamond’s crotch while grinding against the other girl’s crotch.

“You are so incredibly sexy.” Diamond muttered, a hoof running down Silver’s sweaty chest.

The girl smiled and leaned down. “But not nearly as sexy as you.”

“I-” Their lips met and for a moment the pair completely forgot about the world, too entranced by the subtle dance of two new lovers as they explored each other’s mouths and gave themselves to the pleasure of the moment.

Slowly as their tongues twisted and touched Diamond’s inner dominant side began to emerge and the filly extended her hoof, grabbing Silver around the back of her head and pulling her close. The next kiss was rough, dominant and Silver melted utterly in the embrace of the controlling pony.

It didn't last long however, both had needs to be filled and Diamond was anxious to blow another load into Silver’s womb, wondering just how big it would grow before she ran out of cum. Unbeknownst to her, Silver was wondering the same thing and she hoped her legs could hold on long enough to test and see just how far they could take this before they finally ran out of steam.

Silver sighed and lifted herself slowly off Diamond’s cock, squeezing her cunt all the while. Allowing her to feel every bump and ridge along her lover’s cock as it slowly pulled out of her, until only the tip was left inside. Than, just as slowly she pressed herself down, squeezing just as tightly as she had on the trip up. Despite Diamond’s love for the manic, lust mad pace they had gone at before, she still found herself enjoying every second of Silver’s more romantic, and intimate pace. Even than, she knew this was only temporary, Silver and Diamond both wanted more and their kiss had held a promise of fulfilling that desire.

The slow, sedate pace lasted as long as it needed to, both fillies losing all trace of tiredness and reluctance, the endorphins coursing through their bodies replacing those feelings with energy and an ever growing need. Soon enough the slow, methodical pace Silver had set began to bleed away as she found Diamond thrusting up into her, urging her to go faster.

Your wish is my command. Silver thought, increasing her pace slowly.

She smirked a little as she noticed Diamond grow flustered, her dominant side rearing its head. The filly began to thrust up as Silver came down, matching and exceeding the filly’s pace, all but demanding Silver do the same. The older filly held onto her fake resistance for a second longer before caving and following whatever pace Diamond set.

Which turned into the same brutal pace she had set before, though she at least allowed Silver enough time to work up to it. Diamond Tiara’s smile grew when she saw the blissful expression on her lover’s face, growing her already swelling confidence. She gripped the other mare’s sides, surprising Silver from a near trancelike state of bliss. When their eyes met, an unspoken command passed between them and all Diamond had to do was to purse her lips and Silver obediently leaned down and kissed her.

As they kissed once more, Diamond Tiara wrapped her forehooves around the other girl’s shoulders and held her tightly, her legs shifting into position and allowing her to jackhammer the other girl’s cunt with short powerful thrusts. Leaving Silver shocked and forced to break the kiss, tucking her head into the nook of Diamond’s neck and whimpering as Diamond pounded away.

The assault was short and left Silver even more aroused and surprisingly competitive. With the release of DIamond’s hooves, Silver knew it was her turn to show off. Pushing off Diamond’s chest Silver sat proudly on the other girl’s pelvis, her inner muscles squeezing down on the shaft still buried inside her.

“Ready for the ride of your life, lover?” Silver whispered huskily.

Diamond Tiara laughed. “Only if you’re ready to get filled to the brim.”

Silver blew her lover a kiss and winked. “For you? I’ll always be ready.”

Diamond beat her to the punch, thrusting up into her just as she began to move. Thankfully their poor coordination didn't last long and they quickly fell into another rhythm. This time was different however, now the smell of sweat and cum hung in the air like a dense fog, filling the fillies mind with lust. Their fur was matted, their coats and manes in various degrees of messiness with Silver having the worst of it due to the time time spent serving diamond while between her legs. Gone was the lingering awkwardness of two ponies getting to know what the other one wanted.

The younger filly’s reluctance was blown away, she knew this mare wanted her and everything she had to offer and Diamond eagerly allowed her hooves to touch and caress Silver’s perfect body. Silver herself had gotten what she wanted with the awakening of Diamond’s more dominant side and she eagerly embraced her new role as the younger filly’s whore.

They did not speak, for they knew what the other wanted, they did not hesitate for communication passed so easily between them. The smallest movement all the forewarning the other needed to know exactly what their lover wanted. This was not the clumsy fucking of two strangers but rather the manic love making of two ponies that feel a spark growing between them.

Silver didn't hold back one iota, milking and squeezing down at Diamond’s cock trying to bring her lover to her next orgasm as quickly as possible. All while her younger lover did something similar, pouring herself into her thrusts, and letting go of her restraint and moaning as loud as her heart desired.

It didn't take long for the pair to near another orgasm and each knew instinctively that the other was close. With a smirk, Silver poured on the speed, which only made Diamond laugh and match it, both racing to bring the other to the best orgasm of their life before they themselves came. Silver Spoon lost in the end, too overwhelmed by the cum sloshing around inside her womb and the large, powerful cock pounding her cunt for all it's worth.

Her face screwed up into an odd expression as she tried to continue riding Diamond and not get too overwhelmed by her weak and quaking legs. Diamond Tiara could feel SIlver’s cunt begin to spasm, contracting around her cock randomly. With a roll of her eyes she put her forehooves up, helping to hold Silver up as she rode Diamond just long enough for the futa to get off.

Where SIlver’s orgasm was a great, body shaking event that made her face twist into strange, and frankly adorable shapes, Diamond Tiara’s was far more subdued. The younger pony had long since grown used to hiding her orgasms during her secret masturbation sessions and if her cock hadn't begun to twitch, Silver would not have gotten any warning for the tsunami of cum that was about to arrive.

Silver’s small, adorable moan of pleasure suddenly became a surprised shrek as she felt Diamond’s flared head twitch and an explosion of cum shoot into her. The filly between her legs laughed, her forelegs behind her head as she leaned back and enjoyed the show. The other filly’s eyes went wide and she looked shocked and confused for about half a second before the next wave surged into her, than a strangely serene expression crossed her face and she mumbled incoherently.

Diamond shook her head and looked down, away from silly expression on her lover’s face and towards the now growing bulge just above her breasts.With each pulse and surge of cum, Diamond could see the bulge grow, becoming so large that she honestly worried if Silver could take it all. Looking up at the dopey grin still plastered on her face, Diamond figured SIlver wasn't uncomfortable, well not yet anyway, Diamond had so much more to give after all.

Only when her balls had finally been emptied did Silver’s expression return to somewhat normal and she slipped down, collapsing into Diamond’s waiting hooves. The dominant mare quickly wrapped a hoof around Silver’s midsection, the other going to her lover’s mane and gently pushing the sweaty, out of place strands to the side. Silver wiggled her body downwards, slipping her hooves around Diamond and tucking her head into the crook of the younger girl’s neck, sighing contently.

“That was so fucking good.” Silver mumbled, nuzzling Diamond’s cheek.

The younger girl smiled and gently pushed away the last of the hair that had been sticking to Silver’s face. “Thanks, you were amazing as well.”

Silver Spoon purred contently, a content smile crossing her face as she cuddled up tight against her young lover. Who in turn was content to merely hold the older filly and stare off into space, only vaguely aware of the fact that her cock was still wedged deep inside SIlver’s cunt. It had long since stopped cumming and now did little more than hold in the tidal wave of cum contained in Silver’s cunt.

After several long minutes of content silence, Silver lifted her head and looked down at Diamond with a worried expression. “We are going to do this again, right?” She asked, hesitantly.

Diamond Tiara smiled confidently. “Of course we are.”

Silver smiled back. “Good.” The older filly reached down and booped Diamond’s nose. “Because you are too cute.”

The younger girl frowned dramatically. “I thought I was sexy.”

“Well, that too.” Silver said with a shrug, only to find herself pulled into a sudden, passionate kiss.

For several long minutes the pair kissed with all the passion two new lovers could muster, tempered by the powerful afterglow they both admitted. Eventually the pair returned to cuddling, Silver’s larger body still draped over Diamond’s while somehow still feeling smaller in the younger girl’s embrace.

In the silence Diamond Tiara couldn't help but wonder what this meant for them. They were clearly more than fuck buddies, right? The young filly didn't have any experience dating, or with partners of any kind but this just felt deep.Surely it wasn't just about sex, even if it was mind blowingly good.

Diamond Tiara opened her mouth, ready to ask Silver about all the worries she had in mind. Only for Silver’s wide eyed face to suddenly appear before hers. “Hey stud, are you ready for round three?”

“Well….”

Several weeks later, back at school.

“Look, I don't know where she is. Have you checked the playground?” Sweetie offered, gesturing down the hall and towards the large school doors.

Apple bloom groaned and rolled her eyes. “Yes, and she wasn't there. Are you sure she wasn't in the bathroom?”

Sweetie gulped. “Uh yeah, I was just in there, touching up my mane.”

Scootaloo leaned up against the nearby lockers, frowning at her friends. “Well shit. I wonder where that little freak ran off to.”

Apple bloom tapped her chin. “I dunnu, have we checked the cafeteria yet?”

The pegasus spat out a wad of gum she had been chewing. “Yes, twice. Hey Sweetie, where do you think we should look next?”

The unicorn blinked. “I er… Sugar Cube Corner?” She offered weakly.

Apple bloom face hooved. “Why the hay would they be all the way out there? Lunch is only a half hour long.”

“Yeah, Sweets, why do you think that freak, Diamond Tiara is all the way across town.” Scootaloo added, her eyes narrowing as she took a step closer to the nervous filly.

“Um, well. Diamond Tiara and SIlver Spoon have been really mushy lately and it is hearts and hooves day so… ya know.” She gulped.

Her earth pony friend growled, getting right into Sweetie’s face and making another bead of sweat roll down the unicorn’s face. “Are you kidding me, Sugar Cube Corner? That's the best you got?”

“You see-”

Scootaloo pushed her way between the two, shoving them apart. “No, don't you see, this is perfect!”

“It is?” Her friends asked back in unison.

“Yeah, there's this huge mud puddle between here and Sugar Cube Corner, all we gotta do is wait for her to show up and bam! The freak will be up to her ears in mud.”

Apple bloom laughed cruelly and hoof bumped her friend. “Nice thinking Scoots! Let's go.”

Together the pair turned, only to notice Sweetie Belle wasn't joining them. Scootaloo turned and looked at her friend. “Come on Sweets, we got a freak to mess with.”

Sweetie Belle scratched her neck awkwardly, stepping a little closer to the bathroom door. “I kinda wasn't done fixing my mane, you two go on without me. I’ll catch up.”

“But Sweetie-”

“Shh, this is perfect. Clumsy Belle always seems to give us away whenever we try something like this. Let's go AB.” Scootaloo turned and stalked off, her friend following close behind after giving Sweetie Belle’s perfectly coiffed and maintained mane a confused glance.

With her friends gone, Sweetie Belle let out a sigh of relief, her tense muscles finally relaxing. She turned and pushed her way into the bathroom, magically locking the door behind her and making her way over to the stall at the end.

The room was dead silent, other than the odd drip of a leaky faucet and the distant sound of playing foals that bled through the bathroom’s tiny windows. Sweetie Belle knew better though and she stepped in front of the closed stallroom door, a lump forming in her throat. Tentatively, her shaky hoof lifted and she knocked three times on the door.

For a second nothing happened, than there was a slight glow and a familiar voice called out. “Who is it?” Diamond Tiara asked confidently.

Sweetie gulped. “Me, Sweetie Belle.”

“And?” Diamond asked impatiently.

“I err, told them you went to Sugar Cube corner and they left, than I locked the door.” Sweetie added.

“NIce one Sweetie!” A second voice added, this one belonging to Silver Spoon.

“Yeah good job Sweetie Belle. Thanks.” Diamond Tiara added.

The unicorn blushed nervously. “So uh, I was kinda hoping you'd have time to give me a turn? You promised to let me have one on monday and it's well thursday now.”

A short, fiery whispered conversation could be heard slipping past the door and Sweetie Belle stood nervously before the stall, stepping from hoof to hoof and blushing furiously. After several tense moments a verdict was reached and the stall fell silent, Sweetie stood nervously before the door,nearly vibrating out of her hooves.

“Alright, you can have a turn but first you have to wait until I’m done with Silver Spoon.” Diamond Tiara announced.

“Daw.” Sweetie muttered.

“Don't be like that, you can watch if you want.” Silver Spoon added, making Sweetie blush.

“A-are you sure? I don't want to intrude…”

Silver Spoon giggled. “Don't worry Sweetie Belle, it's hotter when someone’s watching. Isn't that right Diamond.”

Diamond grumbled non committedly and whispered. “Maybe just a little bit.”

Sweetie belle gasped. “Really you mean it?”

Diamond Tiara chuckled. “Yes really, but you have to refer to me as master from now on.”

Sweetie grumbled, thankful that the door was still closed and they couldn't see the massive blush that covered her face. The unicorn’s grumblings were interrupted by the door clicking open and swinging out a few inches. The filly gasped and gently gripped the door in her magic, slowly pulling it aside and gasping at what she saw within.

Diamond Tiara sat on the toilet much like a bipedal creature would, with her back legs on the ground and sitting directly on the seat. Which made sense as Silver Spoon sat on her lap, her own forelegs pressed against either wall in order to hold her up. The position was awkward in the extreme but you wouldn't know it if you were looking at the pair as they had clearly done this enough times to easily manage the awkward angle.

Most shocking to Sweetie Belle was just how large Silver Spoon’s belly had grown. Sure Sweetie had known the filly was carrying several of Diamond Tiara’s foals but she easily looked four months along already. “Oh my gosh your so big!” Sweetie Belle rushed forward with wide eyes. “Can I touch it?”

“Hah, I’m this big because miss big shot over here won't cum anywhere but inside me. As for if you can touch it…” Silver Spoon looked back over her shoulder at Diamond Tiara her nodded her consent. “Sure you can.” Silver Spoon replied, much to Sweetie Belle’s apparent delight.

The unicorn squealed and rushed forward, running a gentle hoof over the taut belly. Just as Sweetie Belle had thought, it was squishy, and pressing her hoof against the older filly’s stomach reminded her of touching jello through a plastic bag. “That is so weird.” She remarked.

Diamond Tiara grunted, making Silver’s eyes go wide. “Sorry Sweetie, maybe we can cuddle later, right now I gotta finish Diamond off.”

Sweetie blinked and was about to ask what she meant, only for the unicorn to look down and realize that Silver wasn't just sitting on Diamond’s lap she also had the younger filly’s cock balls deep inside her. “Oh wow.” The unicorn muttered, the residual heat that had been building inside her for the past several minutes suddenly flared to life.

“Now let's see if you got another big fat load in there for me.” Silver Spoon said with a smirk.

Diamond Tiara grunted. “If you go too hard there won't be anything left for Sweetie Belle.”

Silver Spoon scoffed. “Oh now I know that's a lie. There is enough cum in those balls of yours to knock up the entire cutie mark crusaders and have enough left over to paint them all white.”

Sweetie blushed and the other two didn't even seem to notice the awkwardness of what Silver had said and both chuckled heartily at the girl’s remark. The laughter died quickly and Silver looked over her shoulder at the Diamond. “Are you ready, stud?”

“Always.” Diamond replied.

Instantly Silver’s hips began to move and she lifted herself up only to almost immediately slam back down, burying Diamond’s shaft back inside her stuffed asshole. Up and down the older filly moved, her experienced, dexterous movements allowing her to move at an unprecedented pace despite the awkward angle and the cramped stall. Within a minute they were both moaning in ecstasy, uncaring or actively enjoying the fact that Sweetie started on in unabashed wonder.

To the virgin filly this was the hottest thing she had ever seen and even though she could only see a few inches of Diamond’s cock before it disappeared into Silver’s ass, the filly could tell it was much larger than any of the colts in school. Not like Sweetie kept track of that type of thing of course…

It didn't take long for the pair of lovers to begin to get into it and completely forget about the other girl watching them intently. Right now was about them and only them and they were bound and determined to enjoy it. Silver perhaps more so than Diamond who could only reluctantly admit how hot it was to have someone sitting mere feet away, watching everything they are doing with awestruck wonder. The older filly went out of her way to make more exaggerated motions, shaking her now growing tits and large, cum filled belly.

The heat that had steadily been building between Sweetie’s legs grew to a fever pitch and she found it impossible to resist the siren’s call of lust and she broke down in a heap, her hoof instantly diving between her back legs. Silver giggled at the sight, bumping her partner and pointing down to the masterbating filly. “Look stud, I think we broke her.”

Diamond Tiara gulped, her concentration broken by the sight of the other filly furiously masterbating on the ground before her. One hoof was furiously mashing her love button at a near feverish pace while the other was massaging one of her impressively large tits. The filly’s face was beat red, her embarrassment plain to see, even than she didn't stop or even slow her frantic pace. All while her eyes were glued on the sight of the older girls large cum and baby filled belly, her eyes only occasionally glimpsing down and catching sight of Diamond’s cock as it pistoned in and out of Silver’s asshole.

By this point Silver Spoon was an expert at getting Diamond Tiara off and it didn't take long for her milk another orgasm out of the eager young filly. Between the strangely pleasureble experience of watching Sweetie violently masterbate on the dirty tiled floor and the expert inner muscles of Silver Spoon’s cunt, Diamond’s orgasm arrived even sooner than usual. “I’m cumming.” Diamond whimpered, surprised by just how quickly she came.

Only Silver was left unsurprised, knowing instinctively just how much her lover was enjoying being watched, while also watching. “Give it to me.” She commanded, slamming her ass down against Diamond’s cock one final time.

Diamond Tiara grunted, watching as Sweetie Belle bit her lip, pinched one of her nipples and sped up the already furious pace of which she was desperately mashing her clit. As her cock began to pump, unloading another massive load into Silver Spoon she watched in awe as Sweetie brought herself to orgasm as well. The dickmare was amazed at just how violently the girl was going at it and she wondered if Sweetie was truly enjoying it, right up until her face twisted into a mask of pleasure and she let out a low moan.

Hot mare cum splashed against the dirty tiled floor of the bathroom, creating a rather impressive pool between Sweetie Belle’s legs. Which seemed to egg Diamond on even more, her cock twitching unexpectedly and a fresh surge of cum shooting into Silver’s already overful hole. By contrast, Silver Spoon’s orgasm was much more subdued, primarily because she was paying so much attention on trying to pleasure her lover as much as possible, and partly just because that's who she was. Diamond Tiara always came first in her mind and Silver didn't stop milking her cock for a second, even when her own orgasm came crashing down around her.

Sweetie lay sprawled out on her back on the ground, her legs spread and her breathing labored. Silver Spoon busied herself milking every last drop of cum from Diamond’s cock and the futa filly sat there with a blissful expression, her gaze a million miles away and a serene smile on her face.

“That was so fucking hot.” Sweetie muttered.

Silver Spoon giggled. “You are so cute. Hey Diamond can we bring her home with us?”

“Whuh?”

Silver Spoon shook her head and pulled herself up off Diamond’s cock, deftly inserting a surprisingly large butt plug into her hole the instant Diamond pulled out. She sighed contently as she pushed the plug into place, the plastic toy managing to contain almost every last drop before it managed to slip out. With that done the older filly knelt down and immediately got to work cleaning Diamond’s cock, dutifully slurping up any stray drops of cum and swallowing them immediately.

As Silver Spoon worked away at Diamond’s cock, Sweetie sat back up, a wide, nervous smile spreading across her face. “Is it my turn yet?”

Diamond shook her head, clearing the last traces of the haze of lust that addled her mind. “Hmm, how much time do we have left?”

Sweetie glanced up at the clock, trying to ignore the sounds of slurping Silver occasionally made. “Um, about five minutes.” The unicorn's shoulders sank and a frown creased her face.

“I think five minutes is enough time for one last go, do you have the condoms I asked you to keep on you?” Diamond asked.

A blush bloomed across Sweetie Belle’s cheeks and she looked away. “I might have forgotten them at home.”

Diamond face hooved. “Sweetie! That was like, your one job.”

Silver noisily sucked down the last drop of cum and pulled Diamond’s cock from her throat before planting a kiss at the tip. “Who cares? I’m already carrying twins, why not put a few more foals in her?”

“Well….”