Twilight couldn't believe this.

'How?! How could I have possibly have forgotten about an entire research paper?!' She thought, hands pressing into the sides of her skull as she stared down at her desk.

Her professor abruptly announcing that he was coming around to take them up was the first time she'd even heard about this mysterious assignment! Yet, she couldn't remember missing a single class the whole semester. It just didn't seem possible that she could have somehow missed it! She usually had stuff like this planned out and pre-written weeks in advance, yet somehow this one managed to come out of absolutely nowhere.

'Ohhh, what am I going to do?! I don't even have anything to give him! Plus, I don't even know what the paper was supposed to be about!'

But no matter how hard she racked her brain for answers, one refused to appear.

"Ahem!"

Twilight froze, sensing that the professor was standing right next to her desk. With an audible gulp, she slowly looked up. The teacher's shoe was tapping impatiently on the hardwood floor, almost just as rapidly as her own heartbeats.

Professor Snarp was waiting with an outstretched hand. A thick stack of papers was being held under his other arm. By the looks of it, she was the only one who hadn't turned something in so far.

Snarp was one of the oldest and most difficult professors that taught at Celestia's School For Gifted Unicorns, and easily the meanest. He was wearing his signature black suit and tie, the very same outfit that he wore every single day. His dark brown coat and even darker mane completed the professor's somber look. The old stallion was infamous for his strict teaching methods and was probably the harshest grader in the entire school. Just a single glare from his piercing golden eyes could send shivers down the spines of even the most diligent students.

"Miss Sparkle, I require your research paper. Give it to me, now!" He demanded, already irritated that she was making him wait.

"I-i uh...w-which one would that be again?" Twilight stammered, giving a weak smile in hopes that she was somehow mistaken and that he was instead referring to a different assignment that she had actually done.

"The one that is due today, Miss Sparkle." He growled, his fragile patience wearing quite thin. "The one discussing the effects of restoration magic on the bodies of the recently deceased."

Twilight felt the blood drain from her face at the professor's words, a cold feeling of dread dawning on her as she realized that she'd never even heard of such an assignment.

'What?! I don't remember anything like that! Did we even cover that subject in class!?'

Not noticing or caring about Twilight's mental breakdown, the professor continued.

"And this one had better be a great improvement over the pathetic excuse for a paper that you handed in last week." He snapped.

Other students from around the classroom stopped whatever it was that they were doing as they began to take notice of the developing situation.

"I-i don't h-have it, sir..." Twilight choked out, voice trembling as though she were confessing to a grievous murder. "I-i don't even remember you giving us this assignment..."

Twilight covered her face with her hands, bracing for the inevitable firestorm that she was sure was about to erupt from her professor. Yet, rather than getting angry or shouting at her, he instead started to... laugh?

"Oh-ho-ho? Is that so, Miss Sparkle? Well, I'm certain that everypony else in this room remembers it quite clearly. After all, was it not you who so loudly and rudely announced, in the middle of my lecture, that you already knew everything there was to know about the subject?" Snarp said with a sinister grin. "In fact, you even went so far as to claim that you had already written this paper and that it was far superior to anything that anypony else in the class would ever be capable of writing."

'What?!' Twilight shouted in her head, utterly taken aback by the professor's claim.

"B-but that doesn't make any sense! I don't remember doing anything like that!" She protested, certain that he had to be mistaken.

'What in Equestria is going on!?'

"Yet here you are now, not only claiming that you don't even remember doing that, but that you also know absolutely nothing about the subject of this assignment?!" He roared, fist slamming down on her desk in a very startling manner.

Twilight was left utterly speechless, unable to say a word under her professor's intense and icy glare.

"Could it be, perhaps, that you simply hold yourself above the rest of us? Just because the Princess has decided to make you her precious little protege, do you think you're somehow better than the rest of us now? I fail to understand what she could have possibly seen in a pathetic failure of a student like you." He growled.

Twilight felt tears welling up in her eyes as many other students in the classroom started cheering on the Professor. Even those who she'd thought hated him were pointing and laughing. They all looked overjoyed that the 'perfect student' was finally getting what she deserved.

"N-no! Please, Mr. Snarp! I promise I would never think anything like that! Please, j-just give me another chance!" Twilight begged, finally able to find her voice as tears began rolling down her cheeks.

But then, just when it seemed like he was about to start yelling at her again, Snarp suddenly went silent, now thoughtfully stroking his chin. Was he genuinely considering giving her another chance?! A strange smirk spread across his muzzle as he seemed to come to a decision.

"Oh yes, you will get another chance, of that I am positive..."

There was something off about his growing smile, but Twilight was too overwhelmed with relief to notice.

"Oh, thank you, Mr. Snarp! I'm so sorry!" She cried out, reaching up to wipe tears from her reddened eyes.

She was about to ask the professor what exactly she would have to do when his horn suddenly lit up. A completely different aura than usual surrounded it, a bright light blue that contrasted starkly with his usual golden color. His eyes had changed as well, both now a light bluish-green color. Both pupils had become tall and narrow, resembling those of a serpent.

"Yes, you will get another chance. But, only once I believe that you have truly learned your lesson!" The professor's voice boomed, crashing through the room like a shockwave.

Before Twilight could react, he cast his horn down and a dark blue beam shot out from the tip. It impacted the floor right beneath her desk and a strange black ooze began seeping up through the floorboards, spreading rapidly across the floor.

Twilight yelped in alarm and moved to jump up out of her desk when suddenly four black tentacles shot out from the ooze, wrapping themselves tightly around both her wrists and ankles.

"W-what's happening?! W-what are you doing?" Twilight cried, struggling fruitlessly against the wet and slimy tendrils wrapping themselves around her limbs.

Twilight tried to charge up a spell of her own when a fifth tentacle sprung up from below, coiling around the base of her horn. Twilight gasped as her spell instantly fizzled out, a strange tingling sensation echoing down from her horn as it was covered in a layer of sticky transparent slime.

She continued to struggle as she was lifted up out of her desk, high into the air. Twilight called out desperately for help, but upon looking around the room, she was shocked to find all her classmates missing.

Looking down, Twilight found her professor smiling up at her, his gums lined with several long needle-like teeth. Snarp cackled with an almost demonic sounding laughter as he slowly sunk down into ooze that continued spreading across the floor.

"Y-your not the Professor! W-what are you!?"

But rather than an answer, Twilight heard a wet squelch from somewhere beneath her. Another, much thicker tentacle had just emerged from the ooze. It slithered up through the air like a snake, eventually finding its way between her legs. Twilight's pupils shrunk to pinpricks as she realized where it was headed.

Screaming out for help, she struggled even harder against the slimy bonds, but they held firm. Spreading her legs apart, those restraining he allowed the new tentacle easier access to it's destination. Twilight watched in horror as the bulbous head of the tendril vanished under the rim of her skirt.

A moment later, Twilight yelped as she felt something warm and wet brush up against the front of her panties, coating them with more of the viscous slime. The sticky substance soaked right through the thin fabric, tickling her virgin marehood. Suddenly, a jolt of pleasure shot up from her clit, her thoughts growing hazy as the tentacle wrapped around her horn began slowly moving up and down.

'What is this thing doing to me?! Why do I feel so-'

"Ahh!" Twilight abruptly gasped as she felt the larger one press itself up against her panties.

"Oh, yes~...now aren't you just delicious." A feminine voice moaned below.

Panting hard as she peered downwards, Twilight still saw nopony else around. The monster that had been masquerading as her professor was gone, a tall pile of dark ooze standing in its place.

"Let me go, please! I-i can't take it!" Twilight begged, face reddening as the tentacle continued to prod and stroke her most sensitive areas, all the while the pleasure she felt was growing more and more intense.

"Now, now, would you truly be learning your lesson if I were to do that?" The voice laughed darkly.

"Please! I a-ahh~." Twilight tried to beg, only to be cut off yet again as the tentacles' movements sped up.

The rubbing was getting faster and faster and she could feel her marehood burning with an unnatural desire. Already, a powerful climax was approaching her fast, with each stroke driving her closer and closer to the edge. But then, just as she was on the verge of cumming, everything stopped.

"W-wha? W-why did...?" She gasped out between labored breaths, baffled as to why the creature had suddenly stopped molesting her. "W-why did you stop?"

"Oh~? What's this? Are we finally showing some desire to behave?" The voice teased, noticing how desperate Twilight sounded.

"I-i...I need..." Twilight grunted, her defenses crumbling as her mind became clouded by lust.

"You need what? Hmm?" The voice taunted.

"I...n-need more! Please!" Twilight cried out, squirming in the tentacles' grasp. "Ahh~" She gasped as her request was quickly granted.

The tentacle inside her skirt had slid her drenched panties aside, allowing the room's cold air to caress her hot and quivering pussy.

A sixth new tentacle suddenly tore away her skirt with one quick swipe, giving Twilight a better view of the action between her legs. The one which had been teasing her this whole time had aligned itself with her dripping entrance as her legs were spread even further apart. Her delayed realization of what it was about to do was cut short however as the tentacle plunged forward, forcing itself deep into her virgin tunnel.

"AAAHHH!" Twilight cried out, vaginal muscles clenching hard around the invading appendage as a wet warmth spread out from her crotch.

And then everything went dark...

Author's Notes:

Fun fact of the chapter: This story is the first thing I've ever written that wasnt a school assignment.