Rushing Waters panted frantically as she skidded into the gymnasium, blowing her long sky-blue mane out of her eyes. She was soooo late to P.E! That strange magical field over the school had piqued her interest, but she hadn't been able to find its source. Cursed curiosity was about to dump right into detention. Again.

"Stupid, stupid, stupid," Waters muttered under her breath, ears perked as she looked around for the class.

And found herself under the gaze of every single one of her classmates, and the bemused gaze of a strange, rainbow-maned pegasus in their coach's outfit- a simple white t-shirt and blue shorts, with a whistle hanging around her neck. And the grin she was giving the panting little third-year filly was positively predatory.

"Come on over, Miss...?"

"R-rushing Waters, ma'am!" she replied instantly, rushing over to get in line as fast as she could.

All the kids had long since practiced and perfected their poker faces in the competitive and secretive school; while Water's face was calm and passive, her mind was positively whirling. A pegasus teacher? In the Canterlot school? Waters had never, ever heard of that happening before! The teachers and superintendent were incredibly tribalist, all the students knew that. Sociology lessons on pegasi often focused on their lack of sophistication and war-like ways, and how they had become increasingly difficult to control over the past decade. And the remarks she had heard the teachers make had often left a bad taste in her mouth.

"Alright, class!" Coach Dash belted out, yanking Rushing firmly out of her thoughts and back to the present, "We're going to be practicing your endurance today! Stamina is your enemy, as unicorns, and you're going to deeeefinitely train it up! Spread out on the line!"

Rushing Waters blinked in surprise as she, and the rest of the class, scrambled to get in place on the painted lines in the hardwood gym. Actually training in gym class? That was certainly new.

"Awww, but I wanted to play dodgeball..." One of the colts whined softly, ears laid back against his skull.

And by the way Coach Dash's ears perked and she grinned slyly, she heard every word. With a loud whistle blow, the class took off sprinting down the gym. A few of the more athletic colts easily outpaced the others, and skidded to a stop at the end of the gym, smug grins on their face as they turned to face Dash... only to get pelted by dodgeballs.

"I didn't say stop!" Dash yelled commandingly, still grinning as she blasted the whining colt off his feet, "Back and forth till I say stop!"

Yelping in surprise, Rushing Waters ducked under one of the dodgeballs and quickly turned to race back to the other side of the gym, panting lightly already. This was crazy! She wasn't sure how Coach Dash kept getting the dodgeballs so quickly, but it felt like some kind of bizarre war game, as with each stride Rushing was forced to duck or leap over a thrown ball. After one somewhat hard landing, a blue blur zipped past... and Rushing Waters gave a loud yelp as a hoof smacked her plot firmly.

"Good dodge, Waters!" Dash yelled good-naturedly as she flew on, and the stunned filly was CERTAIN the coach had winked at her.

"Wha..."

It took a few seconds, and another quick dodge, to get Rushing Waters moving again, though her face felt like it was on fire from her roaring blush. The new teacher was everywhere it seemed, and with each lap seemed to get a little more... into it. Plot-smacks became far more common, and more than once she felt a feather tease down her spine as the blue blur flashed overhead. Rushing Waters knew she should have spoken up, said... something! But she was far too out of breath, and the rest of her "friends" in the class seemed to have issues of their own. Colts and fillies alike were blushing horribly and panting just as bad as her, many of them staring at the Coach in a mix of shock and awe.

Finally, FINALLY the whistle blew again, and Rushing Waters pushed herself to finish the lap- many of the others did not, legs giving out as they skidded over the smooth floor to the end line. With a shaky grunt, she collapsed against the walls crash pad, panting loudly and raggedly, body absolutely frothing in sweat. Dash landed in front of them effortlessly, not even out of breath, and the class looked her nervously as one. What next?

"Good hour, kids! I'm proud of all of you!" she chirped out, flashing all of them her seemingly trademark grin, "Now let's hit the showers!"

Yes... shower. That seemed like a marvelous idea.

"Bad news though. The colts' room shower is on the fritz. So we all gotta share today!"

The entire class froze and, as one, turned to stare at the grinning pegasus.

"W-wha-"

"Come again?"

"B-but... the teachers..."

The whistle rang out shrilly, and a little shiver ran down Rushing's spine at the playful light in the coach's eye.

"You guys are mature enough to handle a simple shower," she replied quietly, flicking her tail along Rushing's sensitive nose as she passed, filling her senses with some kind of warm spice, "Come on now, teach's orders!"

Gulp. That scent, and the strength of Coach Dash's voice, was impossible to ignore. Walking on unsteady legs, Rushing Waters slowly followed the pegasus towards the showers, the rest of the class hesitantly following after. The showers were pristine, and built to hold an entire class, or team. To Rushing's surprise, the showerheads were already roaring at full blast, and the room was absolutely filled with steam, obscuring each foal as they entered. Quickly, before her gym clothes could get soaked in the mist, Rushing Waters scrambled to undress, yanking the sweat-slicked shorts off her hind legs and shuddering slightly as her overheated sex was exposed to the steamy air. She could still feel the sharp, hot feeling of Dash's hoof on her plot...

Shuddering again, Rushing backed out of her t-shirt, and hurried to stuff articles of clothing down into her gym bag. She felt somewhat sorry for the colts: their clothes would get soaked with nowhere to put them. But for now she had her own problems to handle. Doing her best to navigate through the thick steam and avoid the silhouettes of her classmates, Rushing Waters sighed in relief as she found an unoccupied showerhead, grabbing a bar of soap carefully in her magic... only to have it slip and fall.

"The hell..." Rushing mumbled, frowning; she had always been able to pick up soap before. Was it all the steam effecting her magic? There was something off about it; taking a deep breath, Rushing found herself gasping and panting quietly, a warmth filling her mind.

"W-what's happening to m-me?" Rushing quietly asked the flowing water... and gave a small eep as a presence rubbed against her side.

"Looks like you dropped something," Coach Dash whispered huskily into Rushing Water's shuddering ear, "Don't worry, I'll get it..."

A warm, wet wing draped over Rushing's back, and she shuddered at the heavy feeling, bowing slightly, her hind legs spreading a few inches.

"You did great out there, kid," Dash continued, her hot breath washing over her sensitive teats, "And you looked fucking hot too."

Embarrassment bloomed in Rushing's mind, but the warmth in her mind only continued to build, and she felt herself smiling. That... was a compliment. Nopony had ever called her hot before, or even pretty. Her colors were pretty average, and she had always felt just a little too lanky to be desirable to colts. Or mares, apparently. She shuddered a bit, feeling little beads of arousal on her marehood as Dash's wing tightened slightly around her.

"This is some slippery soap," Dash whispered again; Rushing could practically hear the smirk on her lips, and she could feel the heat of her breath on her outer lips, "...my, my. What a pretty little pussy... has anypony told you that before, Rushing Waters? A handsome little colt? A hot filly?"

"Uh-uh," Rushing breathed, entire body shaking. There were quiet moans and whispers all over the shower room, and she could make out the huddled shapes of other ponies all around her. Where they effected like she was?

"Well that's a shame," Dash went on, chuckling quietly, "They don't know what they're missing..."

A lightning bolt of pure pleasure rippled up Rushing's spine as something hot, long, and slippery pressed itself inside her marehood, and Rushing's eyes widened at the realization- Coach Dash was licking her pussy! Her tongue was... Shuddering and overwhelmed, a moan rose loudly out of her, and the licking only redoubled. The hot organ curled impossibly inside, leaving no nook or cranny unlicked. The velvet softness of Coach Dash's nose was firmly pressed to her engorged clit, and each little movement of her muzzle sent further sparks and quivers through the young unicorn. When Dash focused on one slightly rougher spot, deep inside Rushing's hot tunnel, she exploded- magic arced out of her horn into the wall as she screamed, her first ever orgasm tearing through her body. And a luminous purple adding itself to her irises.

But Coach Dash was not done with her, not by a long shot. Hooking her forehooves around Rushing's legs, she held her up and kept on licking, her pace speeding up to a near frantic level. Rushing whined and squealed underneath her, grunting as her own forehooves suddenly gave out, her upper body pressed down onto the slickened floor. And leaving her eye level with the forgotten bar of soap.

So that's where that went.

And as another orgasm was roughly torn from her overheated sex, Rushing Waters couldn't help but let out a hysterical little giggle. If this was the punishment for being tardy, she should be it a little more often...

*****************************

"Come on in, my darlings!" Rarity cooed as she waved the surprised and curious group of actors into their dressing room.

The drama club was one of the best in Equestria, having played every major production that had been produced for the stage; their last play had been one written by Rarity herself in years past, with help from Sweetie Belle and all her friends. From watching the recording crystal kept in the classroom, Rarity had to admit, the foals were good. Very, very good. And very high strung. Seeing them now, she could see that each and every one of the actors and actresses was a wound spring, ready to snap at the slightest unprepared for piece of news. Poor dears. She would just have to fix that.

"I'm afraid your old teacher has had to take a little sabbatical," she lied smoothly, smiling toothily to the foals as she slowly circled around the group, "My name is Miss Belle, and I'll be taking her place for the time playing."

Of course she had had to hide her horns, the most immediate sign of her devilhood, but that did little to distract from her natural beauty. Almost all the colts in the class were blushing as their eyes followed her, and several of the fillies- all but one. A little purple pelted and silver maned colt in the very back, who was biting his lip nervously and staring at the ground. As she passed out a syllabus to keep the foals attention for a few moments, Rarity let out a spark of magic, delving deep into the colt's mind. She liked what she found.

"A new play?" One of the fillies squeaked in surprise as her eyes flicked over the paper, "I've never heard of this one... Sands of the Mind?"

"Indeed!" Rarity replied at once, flashing her a smile that left the filly quivering on the spot, "Composed by a relatively new playwright from here in Canterlot, in fact. I've read over it, and it's quite good. Here, my darlings... see for yourself."

She carefully levitated a stack of bundles out of her hell-ruby encrusted bag, and passed each bundle of papers to the foals. They seemed a little surprised at the thickness of the papers- and perturbed at the prominent magical circle on the seal- but they were definitely not the kind to challenge the teacher. Each and every foal broke the seal with a flick of their magic, unrolled the scroll... and froze, staring down at the shifting ink on the page. Purple fire lit in the back of their eyes, slowly growing larger, then smaller again... Larger... smaller... Little mouths dropped open in slack, ears flopping back against heads. The scent of foalish arousal filled the air, and Rarity gave a little giggle.

"Such good foals you all are," she whispered, dropping the illusion on her horns as they began to glow with a deep purple, "Now, let me show you your costumes, and we can all go say hi to your friends in Stage Production..."

***************************

Emerald Dream hummed softly to himself as the cloud of the tools floated around him in his magical cloud, each of them working on a complex task as he did his best to fill this new production order their new teacher had put down for them. Emerald was not a smug pony, but he knew he was very gifted in multi-function magic. Many of the teachers had all but ordered him to enlist when he was older, but Emerald was by no means a fighter. He just liked to create! Brushing a lock of his namesake green mane out of his silver eyes, Emerald Dream grinned excitedly- he was beginning to see the bigger picture of this piece! This set was going to impress every-

Click.

Pony. Crap. Emerald Dream cursed quietly to himself as the lights flickered out and popped. Somepony must have forgotten to replace the crystal circuit in the power system again. Sadly, it happened far too often- lots of ponies, even himself, got too caught up in their work to remember the simple things. Ah well. Carefully setting his tools down and off to one side, Emerald Dream lit up his horn as brightly as he could. Deep in the bowels of the school, it got very, very dark without proper lighting, and a misstep could be dangerous with tools lying around.

Still humming, Emerald Dream made his way towards the power room, smiling faintly to himself as he thought of the look on Star Dust's face when he revealed the set. Star Dust had been his best friend ever since they both entered the school during the same year; Emerald's friend was quite quiet and shy, but had a brilliant acting talent. And, he thought with a small blush, a great voice and smile.

"Hi Emerald."

Whirling, Emerald Dream let out out a yelp as a pair of bright purple eyes greeted him in the darkness... and blinked as his horn lit up Star Dust's giggling face. Smirking, the larger unicorn carefully got to his feet.

"Damnit Star, don't do that to me!" he admonished lightly, grinning back at his friend, "You scared me! Why are you down here?"

"I wanted to see you, of course," Star Dust replied quietly, brushing his silver mane back and shooting his friend his trademark smile.

Blinking, Emerald let out a mental curse as he felt himself blushing. Now now brain, calm down.

Something scratched across the ground behind him, but something about Star Dust was different, and was grabbing at his mind. He frowned up at his eyes... his purple eyes.

"H-hey, what happened to your eyes? They were... silver... before..."

"That doesn't matter now," Star Dust whispered quietly, but his voice thundered in Emerald's mind, "Just keep staring into my eyes, Emerald. You're being so very good... you're my best friend, you know that right?"

"Uh-huh," Emerald whispered back, shuddering slightly as he felt himself falling into the deep, dark pools, body relaxing. Even as something large and warm began to coil around his stocky body.

His eyes never left Star Dust's, and he let out a quiet squeak as he found Star Dust leaning forward more and more. The closer he got, the more Emerald seemed to fall, and the warmer he got. So very close... he could feel his- mmph! Emerald's eyes widened as he felt his best friend's muzzle firmly press against his own, a long tongue slithering into his mouth and eagerly wrapping around his own. Emerald had never been kissed before, and this... this was overwhelming. Overstimulating, even. Star Dust's tongue utterly dominated his mouth, and Emerald could only quiver and moan softly in response.

The warmth surrounding him was strong and all-encompassing: it was causing Emerald to rise up on his hind legs, body cradled tightly, his head cupped and kissed by Star Dust. There was no fear, that was obliterated by the light in Star Dust's wondrous eyes, but there was certainly confusion. Were there more ponies around them? Had Star Dust been planning this? Was he just losing his mind? When Star Dust spoke again, Emerald's horn light was dying away, his mind in too much of a fog to keep it going. The sounds of shifting scales hissed through his ears, like sand pouring down into a deep hole.

"Don't worry, Emerald... I'm going to take such good care of you, and we'll be best friends, forever."

*********************************

The cafeteria for the Canterlot School for Gifted Unicorns was a massive affair, set up for vast communal lunches with the entire school. Easiest way for the teachers to keep an eye on them all, of course. Watching for gaggles of students plotting pranks, looking at forbidden literature, praying... the teachers were a constant presence in the cafeteria, one the foals all knew, and feared, well. So when those students not currently in the oddly-running late classes trotted in, they were stunned to find the teachers' table completely empty. Not even an empty coffee mug or box of Pony Joe's.

"What's going on?" one filly whispered, looking somewhat frightened, "Did the bell ring wrong?"

"Should we go back to class?"

"Are you crazy?! Just... just get your food, come on! Before they show up."

Cowed and frightened, the foals present made a bee-line for the lunch line. A strange pink earth pony waved out to them, her poofy mane sticking out at odd angles in her mesh wear. Giggling constantly, she placed each plate onto their tray, ushering them along before they could be stuck in "awe" face at what they were being served. Chocolate pie, oatmeal cookies, sweetened oats in a bread bowl... it was all many of them could do to not eat their food as they carried it to their assigned tables. They had had their own seats, once. A food fight had ruined that for them, sadly.

Glancing back into her kitchen, Pinkie Pie smiled warmly at the scowling, blushing foals that scurried to and fro, taking baked goods out of the roaring ovens and getting them ready to serve. And doing their best to avoid the swirling red portal, which leaked a deep purple mist into the ovens.

"You all are doing great!" Pinkie Pie gushed, "Keep working hard, and we may let you be adults again soon!"

One foal, a little chestnut filly with a blonde mane, glared angrily up at Pinkie Pie, puffing up with an arrogance that did not go with her eight year old frame.

"Y-you can't do this to us!" she raged, "We're teachers at a prestigious academy! When the Council hears of this, it- mmph!"

The filly choked and squeaked as Pinkie forced a thick brownie into her tiny maw, a little circle of purple magic forming around her snout, forcing her to frantically chew and swallow. Almost immediately, her eyes glowed a brilliant green, and she collapsed to the floor, muffled squeals of orgasmic pleasure ripping out of her filled snout. Pinkie Pie shot a toothy grin to the frozen teacher-foals, staring wide-eyed at their felled, cumming comrade.

"Come on you guys!" she sing-songed, gently pushing the squirming, cumming little filly off to one side to ride it out, "Let's get baking! We have lots and lots of hungry mouths to feed out there!"

Cursing quietly to each other, the foals raced to get back to work, some casting terrified glances back up at their current mistress. After giving her little charges a sly wink, Pinkie Pie happily peered out at the colts and fillies to watch her work. The baked goods were absolutely stuffed with sugary goodness... and enough demonic mutagen to warp any ponies' soul, if minutely. As the schoolfoals ate, more and more began to scoot closer together or switch tables altogether, emboldened by the lack of teachers, and the slow stripping of learned inhibitions on their very soul. In the back of the cafeteria, after just one cookie, two little fillies were holding hooves. After two, they were firmly cuddled against her other, blushing deeply. And after a pie, one filly had her face planted firmly into her friend's plot, lapping at her shrilly squealing lover.

Things only devolved from there. Naturally produced pheromones and lust magic are a potent mix, added to the soft squeals and moans of foals discovering the joys of sex between each other. Pinkie Pie beamed, looking almost wistful as she watched the cafeteria quickly descend into what was probably the most adorable orgy she had ever seen. Scooping up the still cumming little teacher filly, Pinkie playfully booped her scrunched little nose.

"I hope Cadence is having as much fun with your friends as I'm gonna have with you... come on, little miss sourpuss. Let's go say hi to your old students! I'm gonna teach 'em a thing or two..."

Author's Notes:

Phew! Oof, my fingers. Next up, Cadence, some grown up sex, and some CMC!