"I made them promise not to rough you up too much, and that this is exclusively for training." Lime Squeeze said as she, Web Crawler, Light Construct, and I headed to a magic class. I gave some thought about this, and intended to gulp the pressure whole, but just the thought of banging mares in midair got stuck in my head. Lime opened the door to the class and entered, and Web and I followed. As soon as I came in, I saw unicorn mares practicing magic spells towards various items in front of them. They stopped after hearing the door close, and gave sight of the two mares in front of me, but mostly to me. Despite the pressure built a little higher, I gave a little wave.

One of the mares saw me and approached to Light. "That's the guy you were talkin' to us about?"

Some of the mares I recognized were Candle Wax and Moondancer, who got up and approached to me with a blush on their cheeks. On the other hand, a light grayish magenta unicorn came to me with luck written on her face. She had moderate violet hair with a diamond encrusted hair band on top, and wore a dark blue dress with white sleeves and dark purple pumps, which almost made her look dapper as a schoolgirl from the fourties. She greeted me with a hint of cuteness in her voice and said that one of her friends noticed me after introducing herself as Amethyst Star.

"Really?" I mean, I get around, but i get recognized pretty easy." I complimented nervously.

"Are you frickin, kidding me?" A very light cerulean unicorn boasted. She had light indigo hair with pale Persian blue highlights, and wears a upside down diamond-shaped miniskirt with flurry line minty tank top and mint green heels.

"I saw him get head from some hooded mare." the light cerulean mare claimed.

"Seriously, Mint..." Amethyst rolled her eyes. I had the thought of cringing after hearing that event, but I didn't since Hidden Flasher hasn't been heard of yet. Aside of that, I heard Light calling to the class to order. I turned, and saw as they approached to her in a circle, paying attention.

Light announced to the class the detail of the situation. "As many of you know, there was going to be a little assignment to continue on, but I figured we put that aside for a little while and switch gears to another subject."

Light pointed to me, which surprised me at the slightest.

"Our stallion of the hour here is in need of a little training-" Light swished her hips a little, and the crowd oohed, as if I'm hearing a slumber party about to commence. "-and we are just the mares to do it."

"Perfect..." I shook my head in disbelief.

"We can help you train..." Amethyst granted happily. "But we're gonna want a favor from you..."

"Ok?" I gulped.

***

"First, since Mojo is almost close to handling our magic, we should start with aura control and aerial movement." Lime suggested. Every unicorn aimed their horns at me and let out their auras, which rolled all around my body in slow movements. It felt as if I was given a magical bath with thousands of mares whose magic was less like soap suds and more like slime. Oddly enough, a blue-like aura reached its way into my crotch and groped it softly. I lightly yelped at the touch, unaware that one of the unicorns giggled with a finger in her mouth in a flirtatious fashion.

"Oops..." another unicorn spoke flirtatiously as her light orange aura did the same, reaching its way to my thighs. Just when everyone was going to get a change to sneak an aura full, Light called to them and said enough. Some of the unicorns were content, while others were disappointed as they all had to let their aura disappear. Luckily for me, the arousal didn't last too long, and I felt like I was hard again.

"Okay, guys. Let's try aerial movement." Light instructed. The unicorns aimed their auras at me, and after they took ahold, the strength of it multiplied, lifting me high in the air with vigor. I felt the adrenaline of being lifted in the air as I almost touched the ceiling. I did a backwards swimming motion and floated smoothly above the mares. They were impressed with how well I can handle movement in the air. Lime wanted to get a piece of the action and used her magic to make herself float before flying close to me with a smirk.

"I wanna train you...!" Lime giggled as she gave a playful push to me, which almost threw me off my comfort zone and near a wall. However, I recovered by keeping myself upward and used the wall to push myself toward her, but instead of pushing her, I went under her and flew upward and over her and around her once. Suddenly, Lime grabbed me by my shirt and stripped it off.

"Hey! That's my lucky shirt!" I exclaimed after having my naked chest exposed to not only Lime, but to everyone in the classroom.

"More wind resistance." Lime smirked before pushing me backwards again to another wall, but it wasn't long before she flew close to me and grabbed me from the front. By now, I realized that I felt more lighter than usual without my shirt on.

"If you were indeed naked, you would be lighter than air..." Lime then pushed me down slowly before we were close to the ground. At the same time, Light called ordered the mares to let off their magic, which made Lime and I fall and hit the floor. It didn't even hurt, especially with her on top of me.

Light, along with the whole class saw it all in sarcasm. "Wow. Real smooth, Squeezy." Of course, the other are indeed jealous of what they are indeed witnessing. Web, on the other, cared less about what anyone says, even though she would think in her mind she would want me too.

"I never thought I say this, but..." Lime blushed and bit her lip. "Mind if I kiss you... and make it...wet?"

I was surprised with how she said it in her nervous voice, but she sounded like she wanted this moment to unravel further. So, I nodded with an ok as she planted her lips to mine. The connection sparked, and we kissed lightly, then passionately. Lime's body was in heat, blending it closer to me without a list of trace. It wasn't long before I sunk my hands onto her warm body while the kiss went deeper, which led to tasting each other tongues. Our breathing intensified as we let the connection fade away. After staring at each other, I heard the class act either weird, jealous, or lightly aroused by the sight. However, all my attention was now focused on Lime stripping off her shirt rapidly, which made me get a little harder. She then took off her bra, letting her pear-shaped breasts breathe while I helplessly gave her a hand to take off her pants and underwear.

"You've seen me naked, now it's my turn to see you." Lime licked her lips lovingly before getting off of me. She then let my belt loose and quickly took off my pants and boxers before leaning close to me for yet another kiss. Her soft and naked body melted with mine, eager to lose control of emotion and melt. After pleasuring my neck and body downward with kisses, she aimed her mouth on my now hardened member and took hold of it. She then gripped it softly with slow strokes before smooching it once. Then, she gave it several pleasant licks and inserted it into her mouth. After that, she rolled her tongue around it and sucked the tip, alternating motions for a few seconds before going deeper. I let out a relaxing sigh as the my hard member was being warmed and tasted by her mouth nearly drenched from her saliva. Her skills were impressive since the minute she watched me once bang her ex-friend, which leaves Light and some of these mares slightly horny and eager to pleasure themselves. However, others were observing with blushes on their cheeks. Of course, Web Crawler decided to sit back and enjoy the show, despite having a hint of envy in her mind. Although, she ordered her spider friend to create a web chair, sit down comfortably on it, and pleasure herself with her legs spread apart.

Lime continued sucking while using her magic to rub her marehood, making herself slightly wet for me. Then, she abruptly stopped and gave my coated member some strokes before coming up to insert it into her marehood. She let out a cute moan with her head upwards as she was let herself down before facing me, breathing with her tongue on her upper lip.

"Make me cum... Please..." Lime begged. Without question, I placed my hands on her hips and grabbed her in order to bounce her up and down in a moderate pace. The moans from her felt like sexual bird chirps as X you member reached to the walls of her wet marehood. The pleasure intensified with each bounce, and our eyes went upwards, thus it felt like paradise. After several bounces, she was ready to release.

"I'm gonna cum! I'm gonna cum!" Lime alerted. I quickly got her off and planted her marehood in my face, giving her button a sloppy and wet tongue kiss. Lime squeaked in delight as her juices poured out of her marehood and into my mouth. The taste of lime felt tangy, and lightly stung my tongue, like it was made for a tropical sex drink. Lime breathed heavily, and her eyes were closed we let ourselves rest for a while. As for the crowd, they were relieved, and couldn't wait to have their turn. Suddenly, Lime's horn glowed, and her aura surrounded us both, making us levitate above the mares, who were surprised.

"Whoa! What the hell!" I said, surprised at how I got up quickly. Then, out of nowhere, Lime grabbed me with anger and lust in her eyes.

"Now, shove your cock up my ass, and fuck me upside down!" Lime groaned with desperation, lubing her own asshole.

"Sour under the sweet, huh?" I smiled in thought. Lime began to shove me to the wall, turned around, and displayed her nakedness, bending over to show her second hole and talking sexual phrases. Remembering the lesson on aerial environment, I planted my feet on the wall. Taking the initiative, I flipped her upside down, grabbed her hips, injected my still-hard member inside her hole, and thrusted with vigor. Every hard thrust made her shout in pleasure as I drilled her ass.

"Destroy my fucking ass, you sexy fucking gangster!" Lime bursted crazily. I continued penetrating her straight, unaware that all of the mares in the classroom held their tongues out in lust just from watching, except Web. After several thrusts, I alerted her that I was ready to cum, but Lime had another idea.

"I don't give a fuck, boy! Bust your fuckin' load in my ass now!" Lime screamed uncontrollably.

And with that, my member shot hard into her ass before I pulled out. We breathed heavily and closed our eyes in bliss. Suddenly the gravity came back, and we started to fall down. But, all the mares saw us and used their magic to land us safely to the ground. Web came to us and asked if we were ok in surprise. Light was surprised and disappointed at the same time after witnessing the action, and thought about how to help me.

"Yeah.... I'm... I'm okay..." I said, shaking myself back on track.

"Good!" Amethyst Star boasted, furiously pushing me back to a wall with her anger now changed into lust. "'Cause that's where Lesson Three comes in: Endurance!"

Helpless, I watched as Amethyst went straight for my body, giving me kisses from head to lower body. Then, she aimed for my tired member with her magic and gave it a few strokes around. I winced in light pain but was unaware of Candle Wax lifted my head up and crazily made out with me. She then ripped off her blouse to aim her luscious breasts in my face. Several seconds later, my member stood at attention, and Amethyst went for the gusto and got naked before standing in front of me, rubbing her marehood and breathing in hard desire, with Candle Wax stood back with the crowd of mares, still watching in amazement. As for Light, she calmed the mares down and ordered them to use their magic to levitate us upward. We felt weightless, but being in the air wasn't in our minds right now.

"Oh yeah. You don't know just how fucking horny I am. Now that you're done with that mare..." Amethyst approached to me and turned around, pushing her back to me. "...I want you to fuck me this way while you taste me!"

Amethyst used her magic to aim my member between her ass, spreading it to tease me. Then, she slapped her ass cheeks fierce before grabbing my member and inserting it straight into her anticipated marehood. Her tongue went on her upper lip as she felt my hardness wiggle through the tightness. Despite the slowdown, she wasted no time pushing and pulling herself to ease me into the action. It only set me up for a while as my eyes rolled up, with the feeling of her tight marehood loosening up to my hard member.

"Give it to me! Give it to me good!" Amethyst moaned with moderate screams of pleasure. It was then the sensation became too great to handle, so I had to get my hands on her hips and thrust without holding anything back. And that, I did; I gave her a good surprise by pulling her off of me, flipping her upside down with all the strength I have, and going back into her marehood. She felt thrilled with it and let herself go.

"Yes! Fuck, baby, this is good! Trixie is so gonna flip when you give her the goods." Amethyst complimented with a giggle. Then, she went back on to moaning like crazy as I penetrated her marehood. I said thanks and continued thrusting my member hard into her marehood. She didn't do a thing except let me take control, which was what I figured she expected after getting me up and running. Regardless, I couldn't wait to just get it over with and finish. I alerted to her that I was ready to release in breaths.

"Cum in my pussy! Fill it up!" Amethyst screamed in delight. After several more hard thrusts, I roared and came again, filling her insides with my cream. Her tongue on her upper lip in satisfaction as she was flipped back right side up. Suddenly, I carried her bridal style as we were descended down safely to the ground by the mares' magic. I let her down to the ground gently before I sat down, breathing heavily. The crowd of mares came close to me yet again and saw it I was okay.

"Light, please help me get out before another mare asks for an extra round..." I pleaded in thought.

"So much for having a good fuck... I'll wait a while..." Light said in thought.

"So, how does Lime taste?... We don't need to fuck, anyway. You look tired... You really can eat pussy like a pro, huh?..."