“...And here we have the old Castle of Gryphonstone, students! Can anypony tell me who that statue over there is supposed to be?” Cherilee addressed her class of young pupils, ponies and gryphons alike, under a shabby awning that protected them from the hot sun.

“King Grover?” piped up a little filly, squinting under the glare.

“Very good, Ruby! Long, long ago King Grover lived in this castle, where he united the Gryphons together with the Idol of Boreas...”

As Cherilee continued her lecture, a filly at the back of class found it hard to concentrate. Mercury was normally studious and attentive, but lately, the heat of the day had bothered her more than usual. Beads of sweat formed on her forehead, her normally well-kept mane dishevelled and matted down. Her tail twitched and she squirmed in place.

She had started to hit her growth spur early, she knew that because her mother had told her so, but what exactly did that mean? The other colts in class had been giving her odd looks lately, some of them watched her curiously while others had a hungry look in their eyes, but they all ignored her in the end. She had gotten her cutie mark a year ago, far sooner than anyone else in class, and that had made everyone jealous.

“Psst. Earth to Mercury.” A familiar voice hissed off to her side, and she craned her neck to see her closest friend, a bubbly little gryphon, looking her dead in the eye. Amber had been giving her those weird looks like the colts had done all week, but she was somehow more persistent in her gaze, piercing into her to pull out all her anxieties and discomforts and pick them apart.

“You look bothered.” Amber hissed, nudging her shoulder. “Wanna sneak away? I know of a cool spot where you can see the whole gorge!”

“I thought you didn’t remember Gryphonstone very well,” Mercury retorted, her eyes still fixed to the front of class where the teacher’s lesson droned out their hushed voices.

“Nah, I remember a lil’. Besides, my cousin told me about it last time he came to visit.” She lowered her voice and leaned closer as she spoke again, “And you look like you need a ‘break’.”

Mercury had to admit it sounded tempting. She had been looking forward to this field trip for weeks, but for some reason now that she was here she couldn’t stop the discomfort and peculiarity that had enveloped her entire body.

The class was starting to move on, spread out in a large group as they wandered up and into the castle. They stuck in pairs, as instructed by their teacher, and wandered around to look at the old architecture. Now was their chance to sneak away, and Amber knew it, too, judging by the way she was nudging Mercury’s shoulder—but Mercury had never done anything bad before.

“C’mon. Let’ go!” Amber hissed, grabbing her friend by the hoof and tugging her along to a little corridor along the outer walls of the castle. Mercury had no more protest left in her, letting herself be pulled away and out of sight.

It was a narrow gap, and they had to walk single file in order to fit. For some reason, Amber had insisted on walking behind, even though Mercury didn’t know quite where to go. She could feel her friend’s warm breath along her backside as she exhaled, indicating how close she was. It sent a shiver up Mercury’s spine. Did she have to walk so close?

“Just up here,” Amber called out. They were far enough from the rest of the group that being quiet didn’t matter anymore, but her voice was still husky and forced, as if she was trying to keep it down.

They emerged out of the passageway directly facing the scorching hot sun. The Princess must have been particularly angry that day to project the full force of it onto her subjects so mercilessly like that. Sweat matted down Mercury’s mane and dripped down her forehead, and she panted for air. That spot between her legs which had previously been hot and itchy was like an inferno.

They walked out onto a small outcropping off the cliff’s edge and they were able to see the entire gorge below. It was truly a sight to behold, like they could see for miles in any direction had Mercury been uninhabited enough to appreciate it. Instead, she sat down on her rump and started panting.

“Wow.” Amber gazed around with a look of satisfaction before her eyes fell on Mercury again, “Isn’t it gorgeous? Best thing you’ve ever seen?” She was giving Mercury that look again, hunger behind her eyes, licking her beak.

“Yeah, sure. All that and a barrel of apples.” The filly leaned against the stone wall behind her and closed her eyes. “Can we go back now?”

“Nope,” Amber said matter-of-factly, “Not until we’ve taken care of you.”

About to ponder the question and ask her friend what she meant, Mercury popped an eye open, only to catch a flurry of orange feathers as Amber pounced. There was a small scream of terror, the flailing of hooves until Mercury was pinned on the ground, on her back, eyes wide as she stared straight up at Amber. That heat in her loins had doubled and she kept her legs spread wide apart to alleviate the discomfort.

“W-what do you... what are you-?” Mercury started to stammer, but Amber’s gaze caused her to trail off. The gryphon looked hungry. Starved, even.

“You think I haven’t noticed, silly. You’re in heat!” Amber licked her lips, “And I’m gonna help you!”

Realization struck with the force of a freight train. Of course, they’d learned about it in class, gotten the lecture about the birds and the bees. She just never expected it to happen so soon. Realization turned into acceptance and eventually became intimidation.

“I-I dunno Amber. I don’t think we should. Dad said I should wait until—Eeek!” Mercury’s stammering was interrupted by Amber’s beak down between her legs, her long tongue hanging out and lapping away at the source of her incredible heat. An overwhelming tingly feeling washed over her, her senses working on overdrive. Amber didn’t need to wait for permission, she just took what she wanted.

“Wow, I’ve never seen it this bad before! Geeze, filly!” Amber hungrily lapped again before prying those engorged, puffy lips apart with her talons and slithered her tongue up and inside.

Mercury felt her eyes nearly bulge out of her head as she let out a breath she didn’t know she’d been holding in. A guttural sound was trapped in her throat, something between a moan and a scream. Pleasure wracked through her body as that wonderful warm tongue wormed its way around, pushing against all her pressure points. She twitched and moaned whenever it hit somewhere particularly sensitive and the gryphon picked up on this fact, paying extra attention to those special spots.

“A-a-amber!” Mercury choked a hoof in her friend’s mane. “Oh goooosh! S-something is-” She threw her head back against the wall, arching her back as her whole world exploded and crashed down on her, body squeezing and quivering around the delightful tongue, a squirt of clear, sticky fluid erupting out of her and all over Amber’s face.

Amber finished licking her clean, dragging her tongue around the filly’s damp slit and lapping up whatever juices were left. Rising back to her haunches, she grinned wide.

“Gosh, Mercury. You squirted lots!”

Mercury mumbled something in response as she slumped against the wall, her eyes half-open, fighting off fatigue. The intense heat had faded away and was replaced instead with a dull itch.

Focusing her vision back on Amber, she was about to say ‘thank you’ when her eyes fell down between Amber’s legs: she had a short, thick member standing at full attention, dribbling pre down the tip. It was different than the little members she’d seen on colts in her class: wide at the base with a thick knot, gradually getting narrow and tapering at the tip. Amber followed her gaze and grinned, leaning back to show it off proudly.

“You like it? I know, I know, most girls don’t have these, even for a gryph’. But I’m special!” She leaned back farther, lifting her rump in the air, and cupped her little balls with a claw. Under it, was a girl’s opening just like Mercury’s, and her pert rumphole under that. “I have both!”

Pushing back her tiredness for good, Mercury wiggled over to where Amber was sitting and leaned in to inspect the funny looking member before her. Hooves came up and felt along the sides, admiring the way it thickened toward the base, and that humongous knot unlike anything she’d ever seen. Amber let out a slow exhale, cock twitching, as Mercury’s hooves wandered down.

“C-careful, that’s sensitive.”

Mercury wrapped her hoof around it and gave it a squeeze. This seemed to have the desired effect in causing Amber to squirm even more. She bucked her hips back, another dribble of pre exiting her tip.

“What is this stuff?” Mercury poked at it with her hoof and scrunched her muzzle as some got into her fur. She brought it to her nose and sniffed it.

“Go on, taste it! It’s much better at the source, though.” Amber breathed, her claws furled into fists as she started panting.

Mercury did as was suggested, first licking it off her hoof, and when she found the taste satisfactory, she leaned forward to lap it right off the tip of Amber’s cock. The member trembled and bopped her in the nose as blood surged through it, hardening and throbbing before her very eyes.

“Wow, Amber, it’s really weird.” Mercury stared incredulously.

“I know.” the gryphon breathed, “But good, right?”

“I... I dunno.” The pony sat back on her haunches, letting go of the member and looked around suspiciously, “We really shouldn’t be doing this.”

“Aw, C’mon!” Amber looked rejected and hazy, her vision clouded by that wonderful sensation of pleasure coursing through her entire body. She needed more; craved it. “We can’t stop now!”

“But my Dad said-”

“Feathers what your Dad said! Let’s do it now!” Amber started to advance on her, that crazed look returning to her eyes. Mercury backed up against the wall but there was nowhere else to go. Amber was blocking her only exit. Wings unfurled, turgid member bobbing between her legs, she pinned Mercury into the corner.

“C’mon, Merc’, it’s just a lil’ fun!” Amber was salivating as she planted her claws on Mercury’s shoulders, pinning her down on her back.

“A-amber, I dunno about this,” the filly whimpered and tried to pull away as she hit the solid wall hard, rock scraping against her fur as she slid down the smooth surface. Amber’s claws held her there. There was an incessant want in the gryphon kitten’s eyes that made Mercury shiver.

Unresponsive to Mercury's outcry, one claw gripped her member as the other held the filly right above the her groin and between her legs, near where her small teats were hidden around tufts of fur. Amber lined herself up, letting the slimy, lubricated tip of her gryphonhood rub against Mercury’s slit, still damp from her earlier orgasm.

Mercury looked up into Amber’s eyes but saw no hesitation or recourse in them. A twinge of fear passed over her, but Amber didn’t hesitate. The thin tip of her gryphon cock found purchase, nestled between her engorged filly lips, and pushed roughly inside.

She was not gentle. A quarter of her member descended inside all in one push. Amber’s other claw went to Mercury’s side to hold herself upright as she immediately found a quick rhythm of bumping her hips back and forth, sinking that member in and out of the agonizingly tight, warm canal to loosen it up. Mercury bit down on her lip so hard she thought she tasted blood. Pressure rose in her cheeks, she could hear her heart beating in her ears. It was so much all at once, and Amber didn’t—wouldn’t—let up. The gryphon member quickly became wider and thicker as it pushed itself up to the base, meaning Mercury was stretched wider and wider the more she pushed in.

“Ahhh! Amber! AMBER! It’s too big!” She howled and pushed against her chest weakly, but nothing seemed to get through to her. Amber was a panting, instinct-driven beast, rutting away to fulfill her natural duty to breed.

The sharp pain outside and the dull ache inside slowly started to fade away. It no longer felt like she was being penetrated with a red-hot iron, but instead, the steady, rapid movements of cock going in and out of her started to ripple along her loosened walls. That familiar tingling sensation from before, with Amber’s tongue, was starting to come back, full-force and tenfold. A deeply satisfying fullness seemed to take over from the pain. Her pussy clenched and held. Her thrashing and cries of terror turned into humping and moans of pleasure.

Something thicker than anything she’d felt up until now bumped against her outer lips and she realized Amber was deeper than she ever had been before, invading newfound territory and claiming it as her own. Craning her neck weakly, Mercury peered down, seeing the knot pushing against her entrance. She opened her mouth to protest, to really put up a fight this time because there was no way that was going to fit, but then... a voice behind them. Grown-up, surely, unfamiliar so it couldn’t have been from her class, and raspy, like a gryphon.

“Well, well, what do we have here. Couple of kids sneaking off from class, eh?” Walking around from behind Amber, a tall gryphoness came into view. Piercing yellow eyes caught Mercury’s gaze, watching with a smirk as Amber continued rutting without stopping.

“Figured you’d sneak away for a quick romp, huh? This one certainly looks eager to finish.” She came up behind Amber, grabbed her tail, and hoisted it up hard. This earned a sharp squeal from Amber, who’s member came popping out of Mercury dripping with fluids but still humping the air. “Ohhh, ain’t you a special one.” The taller gryphon cooed as she eyed Amber's bits, popping her member into her maw and suckling on it.

Mercury stared in disbelief as Amber seemed to latch onto the other gryphon’s beak and hump away, but it was only to be a few seconds reprieve, barely enough to clean her off before the kitten was plopped back unceremoniously on the ground.

“Hey!” Amber shrieked, “what gives!”

Ignoring her, the gryphon instead advanced on Mercury, who immediately shrank back, trembling with fear. She picked her up, tugged her away from the wall, and dropped her back down in the middle of the outcropping. The gryphoness slithered up behind her, her long lion’s tail trailing up Mercury’s spine, as she leaned in to nibble her ear and whisper.

“Way I see it, you have a secret worth keeping, and I just so happen to have a price for keeping it. Name’s Gwen, and you and your little friend are going to invite me in on your little party if you want me to keep it a secret.” A talon came up and bopped Mercury on the nose. “I have a special place in my heart for little pony fillies.” Punctuating each word, she pushed Mercury onto her back and stepped over her. For the first time, despite her fear, Mercury was really able to appreciate her unique spotted plumage and enormous, sturdy wings.

Before she was able to let out a peep, Mercury’s vision was blacked out and her mouth muffled. Gwen had sat down, planting that round butt right on her face. It took the filly a moment to understand what was happening, but the insistent grinding and overwhelming smell of an aroused female started to give her the hint. Her little tongue darted forward and she started to lick up and around. Gwen spread her thighs open as she held back her first moan, feeling the curious tongue darting all around her groin and her lower lips. Sunlight flooded back to Mercury’s vision and she was nearly blinded by the sudden contrast. Fearing for her safety she pressed on and did as she was told, hoping to get the gryphon off as quickly as possible to get it over with.

Amber, meanwhile, would not be placated so easily and for so long. She had found her way back to Mercury’s exposed flanks, dug her claws into her hips and spread them wide. Lifting Mercury up Amber lined up her still-throbbing member and plunged it back inside unceremoniously. She immediately found her old rhythm, and a dull pleasantness started to fill Mercury, not at all like the pain from before.

Mercury felt all but overwhelmed. With a cock relentlessly battering her fillyhood and a vagina pressed into her mouth, urgently seeking out her tongue, there was little she could do to protest or squirm. She was locked into place by two gryphons who wouldn’t be satisfied until they’d had their piece, seemingly caring little for Mercury’s comfort. Despite this, Mercury felt that familiar tingling heat rising in her loins again; it was like a pot waiting to boil over, the balloon about to burst. She was nearing the cliff’s edge of an immeasurable, immense crescendo that couldn’t be put into words. Her body seemed to act against her, clouding her judgment as it influenced her to put her entire being into satisfying these two rough intruders.

Arching her back and craning her neck, she found she was able to lick and slurp even deeper into Gwen’s pussy. Her muzzle was practically soaked in juices, small enough that it slipped inside past her larger folds, and it gave her the reach she needed to slurp up an extra sensitive spot just beyond her entrance, a little nub that was throbbing and pulsating. She lapped and lapped, drawing out the sweetest of screams from Gwen above, a gryphon who moments ago was a stranger--was still a stranger.

Behind her, Amber was humping and thrusting as hard as she could, ramming her entire member up to the knot against her sore and abused entrance. Her fillyhood felt like it would never go back to its original size again as it was so incredibly full that whenever she pulled away a great emptiness filled her. Amber's pace slowed, changing her grip and finding better purchase, ramming herself up and into the little filly with deep, long thrusts. Her knot kissed at Mercury’s entrance again and again.

“M-merc’, I’m gonna...” Amber started to pant.

“Mmmf!” cried out Mercury, her eyes rolling back in her head. She no longer cared! She no longer worried about what would happen. She needed it.

Gwen pet her mane as she started to push harder, throwing her head back and squealing.

Amber bent over, gripped Mercury’s sides as hard as she could, and thrust with all her might. Everything she had and then some. Pushing, grinding, thrusting until at last, at last, a loud ‘POP’ descended into Mercury’s filly pussy, her core and her very being. Her tummy bulged out as Amber started to burst jets of white-hot cum deep into her, directly into her womb. Mercury’s pussy struggled to clench and throb despite being stuffed so impossibly full.

Overwhelmed and over-stuffed Mercury jolted up, pushing her face farther into the dripping hot cunny she’d been slurping out of. Watching all of this unfold and surprised by Mercury’s sudden outburst, Gwen threw her head back one final time and let loose and burst of sticky female squirt all over her muzzle and face until she was a sticky, panting mess.

Mercury exploded in a fit of blissful convulsions and squeezes, her whole body clenching and filling her brain with an overflow of endorphins. If the first orgasm had been incredible, this was like seeing the ends of the world, like true infinity had been opened up. A wave of relief and pure, unfiltered pleasure came crashing down, struck her, and finished.

And she fell asleep, dozing peacefully.

Looking down from above as she slowly climbed off, Gwen had a twinge of guilt.

“You... you think she’s okay? We didn’t hurt her right?”

“Huh, what?” Amber blinked blissfully, knot still lodged inside, half-bent over Mercury’s sleeping form.

“Uh, right.” Gwen scratched her head. “I’m just gonna go. It’s been fun!” She patted the gryphon on the head and gave Mercury a kiss on the tummy, before taking to the skies and fluttering off.

Amber fell on top of Mercury and pulled her into a cuddle as soon as Gwen was gone. Both of them slumbered peacefully, tightly wrapped around each other.