The hustle and bustle of the Ponyville school was something to be expected, as though it wasn't an overly large building, it was packed tight with students. The old school house was gone, and in it's place were ten rooms in a tightly packed two story building. The outside of which was designed to replicate that same one room school house that had once stood where this new school now does. Red pink and white dominated the exterior and interior alike, with a large bell standing atop the large entrance to the building, though the bell itself was largely ceremonial and hadn't actually been rung in years.

It was on the second floor, where the older years were primarily taught, that Diamond Tiara, Silver Spoon and Sweetie Belle now resided, the mares either standing next to or leaning on the wall of lockers. The three mares were locked in their own private conversation, though that didn't mean they didn't notice the occasional stares or hushed conversations that went on around them. They didn't seem to mind though, as it was a far cry from the looks and whispers they had gotten during the first few weeks of their friendship.

Diamond Tiara was currently leaning against her locker and half heartedly listening to a conversation between two mares several feet away. “They think you got pregnant from a toilet seat.” She blurted out suddenly, gesturing towards the two gossiping fillies across the hall.

Silver Spoon raised an eyebrow and looked from Diamond Tiara to the other fillies, only to turn back and roll her eyes. “Figures, those two didn't pay any attention in health class.”

Sweetie Belle stifled a giggle, eying the now uncomfortable fillies across the hall from them. “I heard they were too busy making out to pay attention.”

Diamond Tiara smirked. “I always knew they were a little too close to be ‘just friends’.”

The two fillies quickly scampered away, blushes crossing their faces, and leaving the trio relatively alone in their section of the hall. “So.” Diamond Tiara began. “Did Button Mash find out anything more about Scootaloo?”

Sweetie Belle shook her head. “No. He said his mom doesn't know anything either and Scootaloo’s aunts haven't been seen in town since Scootaloo left the other day.” Her eyes suddenly lit up and she unslung the bags from her back. “Oh, I almost forgot. He asked me to give you this.”

“Did he send more chocolates?” Silver Spoon asked eagerly, looking over Sweetie Belle’s shoulder.

“No, better. Flowers, and a card too!” Sweetie Belle replied, pulling out a small bouquet of what looked like wildflowers as well as a small hand written card.

Diamond Tiara blinked and awkwardly took the flowers. “Wow, some of these are from the Everfree.” She commented, noticing the black and orange tiger lily in the center of the arrangement.

“Wow Diamond Tiara, I didn't know you were such a flower nerd.” Silver Spoon commented while snickering to herself.

Diamond rolled her eyes and gently punched the other mare in the shoulder. “I’m not. Those are just my dad’s favorite flower, he always goes on and on about trying to grow them at home but they always die.”

“Well I think it's sweet.” Sweetie Belle interjected.

“That your boyfriend is giving Diamond Tiara flowers and not you?” Silver replied with a smirk.

“He got me a bouquet as well, just without the tiger lilly.” Sweetie Belle replied, blushing hotly. “I bet he saw them around your house and thought they were your favorite.”

Diamond Tiara blushed a little harder. “They are really nice. Are they edible?”

Sweetie Belle nodded. “Yup! He made sure to mention that they were all quite nutrios as well.”

“That is kind of sweet.” Silver Spoon admitted, pointing to a bright red flower near the centre. “Hey Diamond, do you mind if I ate that one? It looks good.”

“Go ahead.” Diamond Tiara offered, extending the bouquet. “That goes for you as well Sweetie Belle.”

“Thats nice, but don't you think you should-” Sweetie Belle frowned as Silver Spoon plucked the red one from the centre and through back the entire thing, chewing loudly. “-put those in some water.”

Diamond Tiara shrugged. “It's the thought that counts honestly, besides. I know how hungry you girls get before lunch.”

“Well they do look really good…” Sweetie Belle murmured, reaching towards a white and purple flower near the edge. “Maybe just one or two.”

“These are really good.” Silver Spoon muttered, mouth still full of flower.

With her mares now occupied with eating her arrangement of flowers, Diamond Tiara looked down to the card and noticing that it was made from the same kind of cardboard that was found in abundance in the art room. On the front were several large red hearts, emanating from an infatuated little colt that had the same colors as Button Mash. With a smile on her face, Diamond Tiara opened the card and began to read.

Roses are red, violets are blue, I like your dick, and also the rest of you.

Diamond Tiara couldn't help but snort when she read the line, breaking down into a fit of giggling that saw the two other mares stop mid snack and stare at the laughing mare. “Whuh?” Silver Spoon muttered, looking to Sweetie Belle, who in turn shrugged her shoulders.

The two pregnant mares went back to their impromptu meal, finishing the last of the flowers quickly. “So what did it say?” Silver Spoon asked, giving Diamond Tiara a poke to the midsection.

The dickmare shook her head slowly, wiping a tear from her eye. “That's between me and him. Also, Sweetie Belle? Make sure you bring Button Mash with you tonight. I was thinking of having a little alone time with both of you.”

Silver Spoon pouted visouly. “But I thought you said it was going to be a normal night. You know, between the three of us!”

“That's tomorrow night.” Diamond Tiara lamented. “Remember?”

“Fine.” Silver replied, pouting even harder then before.

“Anyway.” Sweetie Belle began. “Are we going to get moving on the plan to get Apple Bloom in on it? It's been a few days and it seems obvious now that Scootaloo is not going to be coming back anytime soon.”

“True.” Silver Spoon added, tapping her chin. “We could start moving with the plan as early today if you wanted.”

“I still like the soft start aproach.” Diamond Tiara replied. “It really sets up our idea, and plants the idea in her head.”

“Ooh I like it.” Sweetie Belle remarked.

“I still don't see why I can't be the one to plant the seed so to speak.” Silver Spoon added.

Diamond Tiara rolled her eyes. “Weve told you before Silver, it works better if Sweetie Belle did it, as they are friends while you two hardly even know each other.”

The older mare frowned, but couldn't deny the truth of Diamond Tiara’s words.

“There you are.” A new voice suddenly interjected. “I was looking for you everywhere.”

The trio turned to see a rather irritated Apple Bloom standing several feet away, one hoof tapping on the floor. “What are you doing hanging out with these losers Sweetie Belle?” The farm pony asked, glaring at Diamond Tiara all the while.

“Losers?” Silver Spoon scoffed. “What are you five? I’ve heard better insults from my grandmother, and she’s mute.”

Apple Bloom’s anger seemed to fizzle a moment as she stood there gaping. “W-whatever Silver Slut! I was talking to Sweetie Belle!”

Silver Spoon rolled her eyes, and was about to fire back an insult of her own before Sweetie Belle suddenly walked forward and pressed her lips against Diamond Tiara, surprising everyone with the sheer suddenness of it all. It took a second for Apple Bloom to even muster a response, the mare so taken aback by the sudden turn of events that she stood there gaping silently. Sweetie Belle wasn't done there though, and she leaned forward, pressing herself against Diamond Tiara’s lips and drawing the other pony deeper and deeper into the kiss.

Diamond Tiara’s tongue slipped past the other mare’s lips, sliding into Sweetie Belle’s mouth, a change that Apple Bloom quickly noticed, her jaw hanging even wider than before. For a moment the farm pony could hardly even think, her mind running at a hundred miles an hour, utterly baffled by this most recent turn of events. Sure she had heard the rumours, the hushed conversations that insisted that Sweetie Belle was in some sort of relationship with Diamond Tiara, but the farm pony had never been one for gossip, and had simply denied them.

Now there was pure, undeniable truth sitting right in front of her as even a passing glance would tell her that this was a level of passion that couldn't be faked.

Their bodies arched towards one another, their lips pressed firm, their tongues intermingling, it was all so perfect, that Apple Bloom could instantly tell that they had experience. Experience with not only the act of kissing itself, but with each other, with the whims and wants of what each mare desired.

Sweetie Belle had been pushed back slightly, with Diamond Tiara’s body becoming more dominant as she took control of the kiss. The larger mare’s neck arched down, and she ran a hoof along Sweetie Belle’s neck, drawing a submissive quiver from the smaller mare, and making her further melt into the kiss. Sweetie Belle’s eyes remained closed through it all, the mare’s hoof gently caressing Diamond Tiara’s own as they continued to make out in front of everyone.

“Pfft, show off.” Silver Spoon muttered angrily.

The mare’s words seemed to break the silence for a moment, allowing Apple Bloom to think of a somewhat snide insult, only to stop when Diamond Tiara suddenly grabbed Sweetie Belle’s forehooves and all but picked her up and shoved her against the lockers. Throughout it all, their lips remained locked, their tongues continuing their gentle dance back and forth in each other's mouths.

Once more Apple Bloom’s mouth fell open, and she stood there slacked jawed as her and everyone else in the hall stopped and stared at the scene playing out before them.

Sweetie Belle’s entire body seemed to open itself to Diamond Tiara’s advances, allowing the dominant mare to run a hoof down Sweetie Belle’s chest while the other remained right beside the unicorn’s head. Sweetie Belle on the other hoof, merely stood there, one hoof wrapped around Diamond Tiara’s shoulder while the other forehoof remained limp at her side. Their bodies were pressed tight together, though even then it was painfully obvious that someone was very aroused, as the hall seemed full to the point of bursting with the scent of a mare in heat.

Then, just as suddenly as it began, the make out session stopped, and Diamond Tiara pulled back. Or at least that's what Apple Bloom assumed was going to happen when the dominant mare broke the kiss. What really happened was Diamond Tiara merely kissed another part of Sweetie Belle’s body, drawing a line of kisses down the mare’s neck, ending just below her ear where she gently nibbled at Sweetie Belle’s neck.

Throughout it all Sweetie Belle moaned lewdly, her voice easily carrying down the hall as she was lavished in attention. The unicorn was not a simple bystander to what was happening though, and she lifted a back leg and wrapped it around Diamond Tiara’s midsection, holding her close and stopping any attempt the mare may make to break free. Not like Diamond Tiara was going to do that, as she had grown quite hot and bothered, the thought of teasing not only Sweetie Belle but Apple Bloom as well turning her on more then she would care to admit.

It almost felt like a show of dominance, of control, and it served as a potent statement of just where she stood with Sweetie Belle and to an extent, Silver Spoon as well. Something that even the relatively oblivious Apple Bloom could easily tell.

Diamond Tiara didn't remain on Sweetie Belle’s neck for long though and she quickly trailed a line of kisses back up to the submissive mare’s mouth where she continued the rough make out session with gusto. The tension building behind her seemed to take a little of the wind from her sails, and by then she was more than a little tempted to see just what kind of look was on Apple Bloom’s face right now.

So it was, with great reluctance that Diamond Tiara pulled back, but not before gently biting the bottom of Sweetie Belle’s lip, and smirking as the submissive mare moaned louder than ever. With her message now clearly sent, the well endowed mare pushed back, landing down on her own hooves for the first time in over five minutes. A second later Sweetie Belle followed her, a blissful expression now plastered firmly to her face.

“So Apple Bloom.” Diamond Tiara began, smirking at the still stunned expression on Apple Bloom’s face. “Still think were losers?”

Sweetie Belle giggled, pressing herself against Diamond Tiara’s side and nuzzling the dick mare. “Yeah Apple Bloom. What do you think?” She added.

“I-I-I.” The farm pony’s jaw suddenly slammed shut. “I have to go.” She blurted suddenly, turning and running down the hall, disappearing into the wall of stunned faces that looked on in mixed states of arousal.

Diamond Tiara turned to her friends. “Uh, what was that?”

“I agree, that was kind of weird, even for Apple Bloom.” Silver Spoon remarked. “I would have expected insults, or something. Just not that.”

Sweetie Belle sighed blissfully, continuing to rub herself against Diamond Tiara’s side. “That's just Apple Bloom for you. She has trouble processing some things and thus has a tendency to just run away when she gets overwhelmed.”

“Weird.” Diamond Tiara muttered, vaguely aware of the fact that the rest of the crowd was beginning to break away, an irritated teacher yelling from somewhere near the back, angry that the hall was blocked off by foals.

“So are we gonna skip class for a bit and deal with little Diamond?” Sweetie Belle whispered in Diamond’s ear, one hoof reaching beneath the dominant mare’s body and running down her stomach.

“Silver Spoon, you stand guard outside the bathroom, I won't be long.” Diamond Tiara commanded, grabbing and shoving Sweetie Belle into the nearby bathroom before following a second later.

Silver Spoon, now annoyed, and without any manner of relief, grumble silently to herself, imagining all the ways she would get back at Sweetie Belle for depriving her of another dose of Diamond dick. “Goddess above I hope they don't take too long, I’m fucking sopping over here.” She muttered to herself, taking post outside the washroom.

The mare idly watched as the rest of the student body that had been watching Diamond Tiara’s little display slowly walked away, the mare keenly aware of just how many mares and even stallions that seemed to be turned on by what they had seen. The scent of arousal filled the air, mixing with the many, hushed conversations that were now swirling around them, every pony speaking animatedly in whispers about what they had seen.

As she stood there, Silver Spoon couldn't help but feel a smile slowly come to her face, replacing the irritated grimace that had been there a few moments earlier. “Well would you look at that. This whole seduce the school plan might be easier then I thought.” SIlver Spoon whispered to herself, noticing more than a few males scurrying off with a hoof over their crotch as well as even more mares doing the same.

Apple Bloom walked nervously towards the small lab room at the end of the hall. Officially it was a homework resource room, that had an assistant teacher waiting for anypony who needed either a safe space, or some additional help with their homework. Unofficially it was a meet up place for the cutie mark crusaders who usually kicked everyone else and used the somewhat private place to plan new pranks.

Now though, something felt off, and while Apple Bloom trotted down the hall she couldn't help but feel a little self conscious. A few ponies stared blatantly at the farm pony, having whispered conversations about what had happened a few hours ago. Already the rumour mill was beginning to turn, and though Apple Bloom tried not to pay attention, it was hard to avoid the many whispers that spoke of not only Sweetie Belle being engaged in a relationship with Diamond Tiara but Apple Bloom as well. The bully had tried to deny these rumours, but her dismissal of said rumours only seemed to make them flourish even more.

Apple Bloom sighed as she neared the door to the resource room, silently thankful that at least she would have a quiet place to work on her math and not listen to another stupid rumour about her having a lover’s tryst with Diamond Tiara. That thought made her stop and think, the image of Diamond Tiara and her being in some sort of deep intimate relationship giving her pause.

“Cut it out brain.” Apple Bloom muttered, giving her head a firm shake and dismissing the cloying thoughts that clung to the inside of her skull. “I do not like Diamond Tiara in that way, or at all even. She's a stupid blank flank who is uh… Dammit Scootaloo was always the one to come up with the insults.”

The mare walked the rest of the way to the room in silence, grumbling silently to herself as she trotted the halls of Ponyville high school. It didn't take long for Apple Bloom to reach her target though, and as she neared she saw a shape move past the glass window on the door, as if someone had been watching her.

Stopping in place, Apple Bloom stopped and stared at the window, waiting a few seconds to see if the pony would return. When that didn't happen, she shrugged her shoulders and walked up to the door and pushed it open.

She only took a single step inside before her brain seemed to catch up with her and realize what the hell she was seeing. “The fuck?” She muttered weakly.

On the table before her was Pipsqueak, his head hanging over the side of the table, a line of cum dribbling past either side of his lips. His expression was distant, his eyes glazed over as he lay there on his back, legs raised and spread, allowing a stunned looking Diamond Tiara to stand neatly atop him, her cock balls deep inside the male. The dickmare stared down at Apple Bloom, her hips no longer moving, though her cock remained lodged inside the colt’s tight hole, his stomach bulging obscenely as more and more cum was forced inside of it.

Now that she looked, Apple Bloom realized just how massive the diminutive colt’s stomach truly was, and as she watched it grew larger still. Apple bloom was also distinctly aware of the colt’s girlish moans, filling the air, along with a faint whimpering coming from the ground to her right.

Looking down, Apple Bloom noticed that on the floor lay the assistant teacher she couldn't remember the name of. Her vibrant green mane and tail were covered in cum, and she lay on the floor, rubbing her cum filled belly, uncaring to the world around her as she hummed softly to herself, too caught up in her own little world to even notice what was happening around her.

Apple Bloom shook her head and took a step back, nearly falling over her own hooves, her eyes registering that Sweetie Belle and Silver Spoon were looking at her as well from their spot on either side of Pipsqueak and Diamond Tiara. Silver Spoon smirked, motioning for the mare to come closer. “Come on Apple Bloom, join us.” She whispered.

“Yeah Apple Bloom, join us.” Sweetie Belle added, in a slightly less creepy voice then the one SIlver Spoon had used.

Unable to say anything, and with her mind still reeling, Apple Bloom did the only thing she could think of. Run.

The farm pony turned and ran back the way she came, her hooves clattering across the floor as she struggled to get her limbs in order. A second later and she was already down the hall, with two rather disappointed mares staring out into the hall and at the fleeting form of the sprinting mare.

Silver Spoon rolled her eyes and pulled the door closed. “Well that was a bust.” She muttered.

“Speak for yourself.” The assistant teacher muttered, struggling to her hooves. “That was the best sex I’ve had in months. And easily the most filling.”

Diamond Tiara chuckled as she slowly pulled out of Pipsqueak, ignoring the whimpering colt completely as she pulled her cock from his cloying depths and hoping down from the table. The second her hooves hit the ground the assistant teacher was there in an instant, swallowing every inch of dick Diamond Tiara had and quickly getting to work cleaning it of any stray drops of cum that escaped Pipsqueak's ass.

Diamond Tiara sighed contently as the teacher got to work, running a hoof down the mare’s back as she got to work. “So, did she at least look a little turned on?” She asked.

Sweetie Belle shrugged. “I kinda wasn't paying attention for most of that.”

“Well I was, and you were right. It was kind of a bust.” Silver Spoon lamented.

“Dammit.” Diamond Tiara muttered. “I was hoping for something after going through all this. But I suppose a couple good lays were nice. You were great miss Greenbriar.”

“Mmf mf.” The mare muttered back, thanking Diamond Tiara for the kind words.

“Well I’m glad you had fun.” Silver Spoon muttered.

“Oh come on, you came at least twice back there!” Sweetie Belle whined.

The older mare frowned, but the slight blush crossing her cheeks betrayed her disgust. “Yeah, you are getting pretty good at eating me out.”

“Alright you two, save it for later, we got a plan to figure out.” Diamond Tiara commanded, her two hench ponies jumping to attention. “We have to face the possibility that this plan won't work and if it doesn't, we need a back up plan.”

“Whut plan?” Pipsqueek asked, lazily rolling onto his side, his belly sloshing audibly as seed rolled around inside him.

“I’ll tell you later Pipsqueek.” Diamond Tiara remarked before turning back to the two mares and ignoring the one still sucking away at her cock. “So, thoughts?”

Sweetie Belle shrugged. “I mean, I don't see a problem with our current plan. Worst case scenario you keep knocking ponies up and having a ton of sex that doesn't end up going anywhere.”

“I mean it's nice but I am kinda focused on the whole seducing your friends thing now that you girls talked me into it.” Diamond Tiara replied.

“Wait, I got it.” Silver Spoon announced suddenly, a wide smile growing across her face. “I could go digging for some dirt while you two keep going with the plan, so if one doesn't work the other definitely will.”

“I don't know how I feel about blackmailing someone into having sex with me.” Diamond Tiara remarked with a frown.

“Yeah that is a little too far Silver Spoon.” Sweetie Belle added.

The older mare sighed and rolled her eyes. “It's not blackmail. It's, I don't know, information gathering? Look, my point is I was just hoping to snoop around and find out what she's into ya know? Like kinks and stuff, not that.”

“I mean that doesn't sound too bad.” Diamond Tiara mused, tapping her chin while she considered Silver Spoon’s idea.

“Oh, you guys should totally snoop around the farm, I heard from a buddy that her family is into some weird stuff.” Pipsqueak offered.

“Augh, that's just a rumour.” Sweetie Belle whined, rolling her eyes. “Big Mac and Applejack are not her parents.”

“That would be so hot though right?” Pipsqueek asked, only to notice that no one seemed to like his idea, causing him to shrink back a little. “Does this mean no round three?”

“Well I wouldn't go that far…” Diamond Tiara muttered, shaking her head. “Regardless. So long as you do not do anything stupid, or try blackmailing her, a little more information couldn't hurt.”

Silver Spoon flashed the mare a wide grin and saluted. “You got it boss! I’ll start at the farm and work my way from there.”

“And don't spy on Applejack and Big Mac!” Diamond Tiara added as the older filly slipped out the door. “I’m going to regret this, aren't I?”

“Probably.” Sweetie Belle said with a shrug.

“Soooo, round three?” Pipsqueak interrupted.

Diamond Tiara frowned, and looked down at Greenbriar who was still sucking away at the dick mare’s now hard cock. “Well I am hard.” She muttered.

“Yes.” Pipsqueek muttered, pumping a hoof in the air.

“But I think Greenbriar deserves the next round more than you mister incest.” Diamond replied pointedly.

“Daw come on. Would you believe me if I said it was a joke?” The mail replied weakly, only to get a glare in return. “I didn't think so.”

“Now then.” Diamond Tiara began, cracking her neck and looking down at the mare who currently had the dick mare’s cock in her throat. “Let's get this party started, shall we?”

Apple Bloom walked the silent halls of the basement with a hesitancy that the bully had never shown on school grounds before. The basement was ill used, and the only room students were allowed to be in was the old rec room that was used when it was too cold for recess. The rest of the backup classrooms had been deemed unnecessary and had subsequently filled up with broken desks, chairs, decorations and numerous other kinds of clutter.

At the far end of the hall on the left hand side was the one room that wasn't utterly filled with random things, and it was also, the filly’s current destination.

The room had been somewhat cleaned out by Scootaloo and a few of her lackies, who had created a wall of stuff that obscured a hidden meeting area behind it where the fillies could hang out in complete privacy. Only her, and a few others knew of it, and how to sneak through the wall of junk without having to spend hours digging through it.

This place, this hidden location far from the reach of Diamond Tiara was the place she was supposed to meet Tender Taps.

The filly’s hooves hastened at the thought of the cute colt that was supposed to be waiting for her in the room beyond. It was supposed to be a rather routine meeting, where they could talk and hang out without having to worry about intrusions, and if Apple Bloom was lucky, they could also spend the lunch hour making out.

With a blush now firmly plastered to her face, Apple Bloom stopped in the middle of the hall and gave her head a firm shake. “He's just a friend, cut it out.” She whispered to herself, giving her hoof a little stomp. “You need to keep a look out for Diamond Tiara and her friends.”

Her jaw now set, and her confidence bolstered, Apple Bloom walked down to the end of the hall, and leaned against the door to the room. When she was able to ascertain that there was no sound beyond the mahogany portal, she pushed it open and stepped inside.

Once inside the scent of dust all but punched her in the nose, only dulled by the slightly sweet scent that came from the pile of fake flowers next to the door. Directly before her was the wall of stuff, standing over twice as tall as Apple Bloom was and nearing the ceiling, beyond which the filly could see a small light on, indicating that at least someone was here, and was currently using the lamp Scootaloo had stolen from the art room.

A smile slowly crossed the filly’s face and she allowed herself to feel a small amount of hope, which she mercilessly crushed under the iron hoof of paranoia. Remember to look out for Diamond Tiara.

The farm pony stopped, and gave the air a sniff, wary for the scent of sweat, or other such fluids that may alert her to something naughty going on just beyond. The filly’s nose was unable to pick up anything that wasn't fake flowers, or dust, making Apple Bloom frown. She stopped and listened for a moment, making sure to stand perfectly still as she did so. After a few tense moments, she didn't hear anything, and slowly relaxed.

She's not here. She thought to herself, relief flowing through her body.

Confidence surging, Apple Bloom leaned down and pulled a seemingly random box out of the way before slipping through the space and deeper into the cluttered mass of desks and chairs. A few more twists and turns later and the scent of dust and over perfumed flowers were now behind her, replaced by a scent she couldn't place.

Oh no. She thought to herself, her hooves stopping just before she turned the final corner and emerged into the secret hide away.

Slowly, Apple Bloom slipped around the final bend and peeked around the corner, only for her jaw to once more hit the ground.

On the floor before her was tender taps, ass raised in a perfect profile, giving the farm pony a good view of his bloated cum filled stomach, and small, limp cock that was currently dribbling cum. On his back was none other than Diamond Tiara, her cock slowly pulling in and out of the male’s stretched asshole.

Unable to move, Apple Bloom continued to stare, not wanting to believe what her eyes were telling her. Tender Taps’ usually well coiffed mane was a mess, thick strands of cum marring the normally cute purple hair. In his mouth was what looked like a ball gag of some kind, the actual ball being bright red while the straps that kept it firmly latched in place being a deep black. The male’s hooves quivered with every slow, methodical thrust, his expression being one of pure lust, his eyes having rolled back into his head as his tongue fell out of his mouth.

It was an expression not mirrored on Diamond Tiara, who seemed unmoved by the entire act, barely showing any real drive or desire whatsoever. Sure she seemed to be enjoying herself, a small smile on her lips, but she also seemed to be waiting for something, and was glancing over to the side, where Sweetie Belle was laying, every few seconds.

Following Diamond Tiara’s eyes, Apple Bloom finally tore her gaze from the coupling ponies before her, and towards Sweetie Belle, only to once more have her mind blown by what she saw. Her friend, her sweet, innocent friend, who had only ever reluctantly gone along with Scootaloo’s little plans, was laying there with her legs spread, a hoof rubbing her gaping pussy as she watched Diamond Tiara and Tender Taps fuck mere feet away.

The filly was obviously enjoying the sight, and she licked her lips and nodded to Diamond Tiara, her hoof moving a little faster while the other forehoof grabbed and played with the filly’s surprisingly large tits. In that moment Apple Bloom was forced to realize several things. One, Tender Taps likely wasn't going to be interested in a make out session with her. Two, Sweetie Belle was no doubt in on it with Diamond Tiara, as the first time may have been a fluke. Now though? All such doubt was gone. Three, Diamond Tiara was no doubt targeting Apple Bloom, though the purpose of which was lost to the farm pony.

While she was realizing all these things, Apple Bloom continued to stare as Diamond Tiara sped up her thrusts, pounding Tender Taps’ hole with increased fervor. Something that made the poor colt moan louder, his cock swinging back and forth and smacking audibly against his jiggling belly. A stomach that was so large, that it nearly trumped the truly massive one she had seen on Greenbriar a day earlier.

The earth pony licked her lips at the sight, a hoof snaking down between her legs and towards her pussy, her gaez never leaving the colt. It was strangely fascinating to see just how big Diamond Tiara’s lovers seemed to get, and something about that largeness kept Apple Bloom’s attention latched onto Tender Taps. Later she would wonder if it was some inherent desire to have foals of her own one day, or whether or not it was just hot, but right now Apple Bloom didn't really think that grandly. All she knew, was that she enjoyed the sight enough that she was considering getting off right here and now.

Meanwhile Diamond Tiara’s pace continued to accelerate until such point that her balls slapped audibly against Tender Tap’s much smaller, less impressive orbs. His member swung back and forth slapping loudly against his cum stained chest before swinging back. Throughout it all the colt was moaning louder and louder, his muffled cries of pleasure not being wholly stifled by the gag stuffed into his mouth. As her pace grew faster, the colt’s cries grew louder, and the sound of his stomach sloshing grew as well.

Apple Bloom ran her hoof along the exterior of her pussy, too captivated by what she saw to truly think about her actions. It felt good, strangely good, to be the observer, the watcher, the one not partaking, but still enjoying it nonetheless. This illusion of distance was the perfect facade that Apple Bloom very nearly fell into.

It was only when she considered joining did she realize that this all was part of their plan to seduce her. Shaking her head, Apple Bloom drew in a deep, steadying breathe, one that allowed the filly to center herself and push out the lustful thoughts she felt cloying at the edge of her mind.

With a scowl now on her face, Apple Bloom turned and walked away, catching a faint glimpse of a frown on Sweetie Belle’s face before she began to slip back through the tunnels and towards the rest of the school. She walked quickly, ignoring the box that hid their little hidey hole from the world and simply putting as much distance between her and those sex crazed weirdos as physically possible.

Behind her, Diamond Tiara sighed as she continued to hump Tender Taps. “Another failure.” She muttered aloud.

Sweetie Belle pulled herself up from the floor, an act that took a surprising amount of strength. Once standing the unicorn stopped and gave her stomach a quick glare, both surprised and distressed to feel just how difficult standing was while less then a full month into her pregnancy. For a moment she wondered if it was twins or something, but she quickly brushed off that thought and made her way over to Diamond Tiara. The father of her foal had asked her a question and Sweetie Belle refused to not do her best to answer that question, even though Diamond Tiara didn't know she even asked it.

“It was not a failure.” Sweetie Belle asserted. “She very nearly broke down and started masterbating right then and there.”

“Really?” Diamond Tiara replied with a surprised look. “I guess fucking Tender Taps paid off more than I anticipated. Though it is still disappointing that she didn't break down and enjoy us, as I just know Tender Taps would have loved that, wouldn't you?”

The colt moaned louder still, nodding his head.

“I knew it.” Diamond Tiara remarked. “I bet you were thinking of watching me fuck her long and hard before putting a foal in her belly wouldn't you?”

“Mmf!” Tender Taps yelled through the gag.

Sweetie Belle giggled. “You know Diamond Tiara, we have another half hour before we have to get back to class. Maybe we could make that little fantasy of his come true, only with me, and not Apple Bloom.”

“What do you think Tender Taps? Do you want me to fuck the hell out of Sweetie Belle while I let you watch and if your lucky, I might even let you touch yourself?” Diamond Tiara asked.

“Mmf mmf.” Tender Taps replied, nodding eagerly.

“Well alright then, we better hurry up.” DIamond Tiara grinned devilishly and sped up her pace significantly. “We wouldn't want you to be too late for class now would we?”

Apple Bloom krept through the bushes outside the school, making her way to the classroom at the end of the row. The sun was just starting to set, indicating that she didn't have long before her appointment with Cheerilee, but even the knowledge that she might be late was not enough to make her increase her pace. She had to make sure she was not walking into another one of Diamond Tiara’s traps and if that meant having to apologize to Cheerilee, then that was just something she would have to do.

The bushes were slightly overgrown, perfectly hiding her movements from the few ponies lingering on school grounds after school was out. Apple Bloom noticed a few ponies going this way and that, but few lingered and none looked, allowing her free reign to crawl through the underbrush and make her way over to the open window she saw at the end of the row.

Rubbing her hooves together, Apple Bloom mentally congratulated herself on her forward thinking, the filly having opened the window earlier today knowing full well that Cheerilee usually didn't bother closing them until she left for the day. It was also one of the smaller ones that swung out from the bottom, meaning no one would pay it any attention, even if she were to pop her head up into the crack.

She paused before doing that though, her head a mere foot under the lip of the window, her nose twitching as her ears strained. The bush more or less dominated her sense of smell, but there was something else there, something small, and distinctly strange. At first Apple Bloom thought it was the scent of glue or something, but after a few more seconds she quickly realized it was the distinct smell of sweat.

Worse yet, she could hear the faint clap of flesh meeting flesh, instantly bringing to mind the image of Diamond Tiara’s meaty cock plowing into Tender Taps’ hole, their balls connecting briefly. As she lay there, too paranoid to move, the sounds continued rhythmically, a slow, hard slap that made Apple Bloom imagine two ponies gripped in a deep state of lust, their bodies close together as they passionately made out while continuing to fuck.

The filly shivered, a heat already blooming between her legs, a heat that she pushed down before focusing her mind on the task at hoof. No matter what she thought was happening in there, she needed to see for herself in order to confirm it. After all, Cheerilee could have just had a class fresh from gym and the sounds she heard could simply be… something else, that Apple Bloom couldn't even imagine.

With her confidence slowly building, the farm pony lifted her head and slowly peaked over the rim of the windowsill. The classroom beyond was relatively empty, the desks pushed together in the middle with a blanket thrown over top, forming a sort of bed for Diamond Tiara and Cheerilee who were currently fucking right in the middle.

Apple Bloom knew she should turn around right then and there, to put as much space between her and Diamond Tiara as possible, but her position near the window had emboldened her somewhat, and she allowed herself to indulge in the heat within, secure in the knowledge that they didn't know what she was doing. A thought further aided by the sight of Sweetie Belle who stood next to the door, the pregnant filly standing on her hind legs as she peeked through the small glass window near the top.

Unlike before, where Diamond Tiara seemed clearly in charge, this time it was her partner, Cheerilee who seemed to firmly hold the reigns of power. The older mare had one hoof on Diamond Tiara’s chest, pushing her down firmly against the desks, her large rump moving up and down the filly’s thick cock with the ease of a practiced professional.

Diamond Tiara herself seemed more then okay with this, and was laying back, forehooves behind her head, a blissful expression on her face. The soft claps of Cheerilee’s ass meeting Diamond Tiara’s crotch being the only sound but the low moans coming from the teacher. Another thing that was different was the fact that Diamond Tiara’s partner had no giant, cum filled stomach this time around, the two obviously having just started a few minutes ago and had now worked up to a faster pace. Something that Apple Bloom didn't notice at first, but as she continued to stare she noticed how the two ponies seemed to slowly reach a harmony where their thrusts matched one another.

It was then that Cheerilee sighed contentedly, running a hoof down Diamond Tiara’s chest. “Good girl. Youve done this a lot haven't you?” The teacher remarked with a faint smile.

“You could say that.” Diamond replied with a grin of her own.

“Such a naughty little filly.” Cheerilee admonished with obviously faked annoyance. “I just might have to keep you in detention for the rest of the week in order to -mmf- correct this behavior.”

Diamond Tiara shuddered, the filly obviously enjoying the teacher student dynamics more then she had initially let on. “If that's what it takes miss Cheerilee, I’ll be here however long it takes.”

The older mare giggled while she continued to ride the dickmare. “I might even have to add on an extra week or two considering the little prank you two are trying to pull.”

Diamond Tiara gulped, glancing over to a nervous looking Sweetie Belle. “What prank? I just uh, really wanted to fuck you?”

Cheerilee rolled her eyes. “First rule of lying, don't phrase the lie as a question. Secondly, you two are about as easy to read as the books I hand out to my first graders.” The teacher smirked, her slow pace speeding up somewhat, her generous ass smacking loudly against Diamond’s crotch. “Secondly, you two suck at whispering.”

Sweetie Belle sighed. “I’m sorry miss Cheerilee.”

“Can you ever forgive us for uh, using you?” Diamond Tiara asked, already wincing.

The teacher laughed aloud. “Oh filly, I knew what you were planning from the second you walked in with that practiced swagger of yours.” Diamond blushed even harder, shrinking down as small as she could get. “You two are good ponies, so I forgive you. Besides, I’ve seen how big you are and was looking forward to hearing what pickup lines you used. They were pretty good.”

“T-thanks.” Diamond Tiara stuttered. “Sweetie Belle wrote most of them though.”

The other filly blushed, a forehoof nervously pawing at the floor. “I just saw some of the romance novels you read during homework period and stole them from there.”

Cheerilee nodded slowly. “That's very astute of you Sweetie Belle, though I would hope that you use such observational abilities on more then just getting your friend laid.”

Sweetie Belle blushed even harder, her entire face becoming as red as a tomato. “I won't, miss Cheerilee.”

“And as for you young miss.” Cheerilee began, turning to Diamond Tiara, who shifted nervously under the intense gaze. “I will forgive you, but your going to have to stop waiting for Apple Bloom and really give it to me.” She leaned down until her face was mere inches from DIamond Tiara’s. “That is unless, you don't think you can handle me.”

Diamond Tiara seemed to struggle with the question for a second, her face twisting as she considered her options, only to turn to Sweetie Belle. “When was the appointment supposed to be for?”

Sweetie blinked. “Uh, ten minutes ago?”

The dickamare shrugged, a sly smile slowly growing on her face. “Well I guess she's not coming then. Which means we have all the time in the world.”

“Wonderful.” Miss Cheerilee commended, sitting a little further back. “So Diamond Tiara, the question remains. Do you think you can handle this old mare? Or are you too used to little fillies?”

Diamond Tiara grinned from ear to ear, her smile filled with confidence. “I don't know if I can, but there is only one way to find out, right?”

“That's the spirit, now give it to me stud!” Cheerilee exclaimed, before suddenly throwing herself forward and back, her ass clapping against Diamond’s crotch.

Apple Bloom had been sitting there in mild confusion until now, all her preconceived notions of miss Cheerilee’s character being slowly tossed out the window. Up until this moment Apple Bloom had always considered her a quiet, reserved mare who was likely to be the type to save herself for her prince charming, or at least not put out on the first date. Yet here she was, fucking a student, but not only that but using her as much as Diamond Tiara was using Cheerilee. More than that even, Apple Bloom could tell that the teacher seemed to get off on this strange power play dynamic, her voice having grown deeper and huskier when she was admonishing Diamond Tiara for her plan to get at Apple Bloom.

The entire scene was incredibly arousing, something about the way the older mare moved, the words she spoke and the aura she put off being almost as captivating as the powerful symbol of masculinity currently plunging in and out of her pussy. Which was yet another thing Apple Bloom couldn't keep her gaze off, the cock being so large and imposing that Apple Bloom wondered how even an experienced mare like Cheerilee could take it all. Not like she was surprised though, as she had seen that same pillar of mare meet crammed inside both Tender Taps and Pipsqueak of all ponies.

As she sat there, her hoof circling her pussy, her eyes strapped firmly to Diamond Tiara’s glistening cock, Apple Bloom began to wonder if she could take it all. Sure she wasn't exactly a virgin, she had managed to steal a toy from the sex shop downtown when Scootaloo had done the same, but that small fake dick had absolutely nothing on Diamond Tiara. More than that, Apple Bloom had never really had sex, or done anything with the opposite or same sex before. Sure she had made out with a few ponies of both genders, namely Tender Taps, and a few times with Scootaloo, but that was all just messing around.

This was real sex, pure, unbridled lust wherein two ponies manically coupled with the intensity of a pair of animals in heat. It was on a level that Apple Bloom had never even seen before, further captivating her attention and keeping her from looking away.

Miss Cheerilee had not remained motionless while Apple Bloom thought to herself, and had moved to place her hooves on either side of Diamond Tiara’s head. The move was a strangely symbolic one, a sign of her dominance and control, but also a move that seemed to make the act even more intimate than before. Something that Diamond Tiara couldn't leave unanswered, and the filly gripped Cheerilee’s hips with her forehooves, while lifting her back legs in order to give her thrusts that much more power.

As the pace increased, so two did the sounds of their love making, from the raw physical sound of their bodies meeting to the loud, now unrestrained moaning, the noise they made was no so loud that Apple Bloom was sure anyone around could hear them. Yet, where the farm pony assumed they would feel self conscious, or shameful, the two ponies seemed only emboldened by this change, both seemingly trying their hardest to make the other moan louder.

Apple Bloom couldn't help but realize that Diamond Tiara had been relatively quiet until now, the small moans and groans Apple Bloom had heard until now paling in comparison to the full throated moans she now heard. A realization that brought on a slew of new strange thoughts, like would that be something that Apple Bloom could bring out in the mare, or would her young, tight pussy not be enough? Would she be able to compare to the titanic thighs and generally very curvaceous form of Miss Cheerilee?

And why did this all matter to her at all?

The farm pony pushed such thoughts from her mind, only now noticing that Sweetie Belle was actively masterbating on the corner of the desk bed, a hoof plunging into her gaping pussy. The gawking filly’s jaw hung open once again, silently amazed that her friend was so stretched that she could fit her entire hoof in her vagina with relative ease. This feat was not surprising after she thought about it though, Diamond Tiara’s cock was pretty damn enormous, and Apple Bloom doubted if a hoof would even rival it in diameter.

That particular thought made the heat inside her surge to new heights and the hoof that had slowly circling the filly’s now dripping wet pussy pushed against the hole. Mimicking the actions of Sweetie Belle, Apple Bloom rubbed her pussy in tandem with her friend, slowly matching the speed and intensity as she worked herself up to it. Now so far gone in her own little world, Apple Bloom hardly even noticed the fact that Cheerilee and Diamond Tiara were now angrily making out.

It was strange to say the least, as every time Apple Bloom had seen two beings make out, it was always a romantic, almost delicate action preserved for two ponies deeply in love. Now though, it looked more like two ponies who were trying to wrestle the other’s tongue into submission with their own, rather than a pair of ponies who loved one another. Just like that, a switch seemed to flip in Apple Bloom’s head and she realized why these scenes always stuck out to her as boring, because they couldn't hold a candle to the true passion on display here.

It was so raw, so honest that Apple Bloom stared in wonder as the two ponies kissed, her hoof slowing down as she stared in awe.

Cheerilee was the first to pull back, a wide smile on her face as she wiped the spit from her lips with the back of her hoof. “Your not bad, though you could still use a little work.” She commented, hips never slowing their manic pace.

“Your not so bad either miss Cheerilee.” Diamond Tiara shot back, a smirk on her face.

“Still a little too cocky for your own good though.” Cheerilee commented. “No matter, I will break you of that habit as well.”

Apple Bloom shuddered, the sheer force behind the word break making her heart race and her mind to consider the very real possibility that Cheerilee might just end up breaking something.

Diamond Tiara seemed to share this same desire as well, because she shuddered as well. “God you are so fucking hot.”

Cheerilee blushed hard, her hard and intimidating mask falling away for a second, revealing a genuinely loving and motherly figure just beneath. “So, are we going to just leave Sweetie Belle all to her lonesome or is she going to join the fun as well?” Then, just like that it was gone, replaced by the naughty, sex maniac mask.

“Oh uh, I’m fine just masterbating don't worry about me.” Sweetie Belle replied, pulling her hoof from her hole.

“Nonsense dear, come over here and raise that butt nice and high and leave everything to Miss Cheerilee.” The teacher all but purred, giving her lips a long, exaggerated lick.

“Oh fuck yeah.” Diamond Tiara muttered. “You should totally do it Sweetie, I kinda wanna see this.”

The unicorn filly blushed profusely, but slowly rose on shaky hooves. “Well alright…” She muttered.

The filly moved into position, backing up over Diamond Tiara’s head before raising her tail and blushing profusely. “L-like that?” Sweetie Belle stuttered.

The teacher nodded, a devilish smile crossing her face. “Just like that. Just trust me, you're going to love it.”

As Apple Bloom watched in amazement, the teacher grabbed Sweetie Belle’s flanks and thrust her muzzle into the young filly’s pussy, her tongue already lapping away. The ensuing moan from Sweetie Belle slowly devolved into a whimper as she was overcome with pleasure. All while giving Diamond Tiara a perfect view of the action, who could only shake her head at the sight, so surprised by the sudden turn of events that her hips slowed as her brain took it all in.

The farm pony didn't need any time to adjust however, and as she stared her hoof began to work faster, sinking a little deeper into her pussy with every few seconds. The rapid pace she found herself adopting unconsciously mimicking the pace of Diamond Tiara’s hips, a small part of her mind imagining that it wasn't a hoof slowly dipping into her pussy but rather the tip of Diamond Tiara’s massive cock.

The minutes seemed to fly by as Apple Bloom continued to stare in unabashed lust, drinking in the scene eagerly as she worked closer and closer to an orgasm. Diamond Tiara seemed to be doing more or less the same as well, her role becoming more passive as she simply lay there staring as Miss Cheerilee continued to eat out Sweetie Belle.

The older mare was skilled, far more so then what Apple Bloom would assume from the seemingly quiet and normal school teacher, an assumption the farm pony quickly came to realize as utterly false. Her tongue moved with a speed and dexterity that Apple Bloom had never seen in the appendage before, her hooves and muzzle also moving in a way that perfectly eked out orgasm after orgasm from Sweetie Belle.

Apple Bloom also realized just how much of a quick shot her friend was, the filly cumming four times over the course of several minutes. Though now that she thought about it, she wasn't sure if that was something she couldn't simply stock up to Miss Cheerilee’s considerable skill. Either way, the filly was left screaming and moaning off and on several times over the last ten minutes, the pregnant mare nearly collapsing several times.

It was after this fourth and final orgasm that her hooves finally gave out and she fell forward, careful to miss Diamond Tiara as she lay there, splayed out on her side, hooves twitching. Her tongue had fallen from her mouth and her entire body seemed to have electricity running through it as it twitched and moved almost at random. The filly herself was too far gone to say anything, her words turning into a mumbled mesh of nonsense that continued to spill from her lips.

“Wow Miss Cheerilee, you sure did a number on her.” Diamond Tiara pointed out.

The school teacher shrugged. “She’s just a bit of a quick shot, nothing more.” Cheerilee licked her lips and swallowed down the juices that had collected there.

“Still, that was quite impressive.” Diamond Tiara blushed a little. “Perhaps during my detention you could teach me to be that good.”

“Oh? Why would you want to do that? I would say your dick is plenty good enough.” Miss Cheerilee responded, her voice gaining the distinct tone that only came when the teacher was trying to fish for a certain response.

“Well I would like to be able to repay the favor.” The dick mare’s blush intensified. “Plus it is kind of hot to make Sweetie Belle cum that hard, that quickly.”

“Ahh, a noble pursuit if ever I’ve heard one.” Miss cheerilee replied as she adjusted her hips and continued to bounce on Diamond Tiara’s cock. “Perhaps I will, if you make me cum.”

“Your on.” Diamond Tiara replied.

What happened next mirrored what happened before, with the two going at with an intensity and fervor that bordered on the insane. Their movements became a blur, their bodies connecting with such intensity that it sounded more like a fight then two ponies having sex. It left Apple Bloom baffled and intrigued in equal measure. She wanted this, no, she needed this, to feel what miss Cheerilee was feeling, and though a part of her mind rebelled and tried to deny it, she could not avoid that realization.

She needed to feel it, to be used, to be abused and fucked like an animal.

Apple Bloom’s hoof became a blur as well, working deeper into her pussy until finally it managed to slip all the way inside her, startling the mare and making making her moans grow twice as loud. Even still, Apple Bloom didn't worry that her voice would be heard over the manic sounds from within, as they were loud enough to make all other sound fall away completely.

As she plunged her hoof deep in her pussy, she watched as Diamond Tiara and Cheerilee’s movements increased in speed even more, both ponies seemingly growing close to their orgasm. Something that was true as well for Apple Bloom who was moaning along with miss Cheerilee, her hoof pounding into her pussy with all the intensity that DIamond Tiara’s cock plunged into the school teacher.

“Are you close?” Diamond Tiara asked between moans.

“Maybe.” Cheerilee sighed contentedly, arching her back a little more. “Are you close?”

“Y-yeah.” Diamond Tiara stuttered, biting her lip briefly. “Should I cum outside or?”

The school teacher only laughed in response, shaking her head. “I took your cock without a rubber, I won't have my pleasure denied now.”

Sweetie Belle shuddered. “You are so fucking hot miss Cheerilee.”

The older mare smirked. “Now are you going to give it to me, or am I going to have to make you beg for it.”

Diamond Tiara shook her head. “Oh I’ll give it to you alright, if you think you candle it all.”

“I’ve taken bigger than you, so don't get too full of yourself.” Cheerilee replied with a prideful smirk.

“I don't know, Diamond Tiara cums a lot, and you've been fucking for like an hour already.” Sweetie replied.

“Yeah, are you sure you can handle it all?” Diamond Tiara smirked right back at the older mare. “I wouldn't be too mad if you couldn't.”

“Don't underestimate me young filly.” Cheerilee replied.

Diamond Tiara shrugged. “We’ll see who's right soon enough.”

Apple Bloom’s hoof worked faster than ever before, matching the breakneck pace Diamond Tiara and Cheerilee had now adopted. So fast were they that Apple Bloom couldn't even imagine how they were even moving that quickly. The sound of Cheerilee’s plump posterior impacting Diamond Tiara’s crotch became nearly constant, and Apple Bloom knew then and there that neither pony was going to be walking properly after this.

Despite that realization they both held this pace for several long minutes, both ponies staring into eachothers eyes as their rivalry grew. A rivalry that Apple Bloom realized was mostly faked, both ponies seemingly understanding what the other wanted and giving them exactly that. The farm pony had always grown up with the assumption that such a rivalry was always negative, but seeing such a dynamic play out here before her made the young filly realize how wrong she had been.

Sweetie Belle even got into it, rubbing her pussy as she lay there, her pace not nearly as fast as before, the mare clearly exhausted by the orgasms she had just experienced. Yet even then, she couldn't take her eyes from the sight before her, the filly watching in awe as the two ponies fucked like animals in heat.

In no time at all, Apple Bloom began to notice that the two ponies pace and actions were beginning to change, and the peeping filly came to the conclusion that they were both closer than they had let on. Diamond Tiara’s thrusts were a little more random, her hooves twitching as she bit her lip, holding off her orgasm for as long as she could. Cheerilee on the other hoof, seemed to be perfectly in control, until Apple Bloom stared a little closer, noticing that the teacher’s moans had an odd warble to them, as if she was holding back on giving voice to the true depth of her desire.

This dragged on for several seconds until finally Cheerilee broke first, her voice raising a few octaves as her back arched. As if waiting for just such a sign, Diamond Tiara came a second later, her last thrusts becoming more and more erratic until finally they both stopped. When finally did stop, their bodies remained motionless, hanging in the air as they both cried out at the top of their lungs.

Diamond Tiara’s entire body arched as she seemed to pour every last drop of power she had into the act, while Cheerilee did similarly, her head having been thrown back as she cried out to the heavens. Even Sweetie Belle seemed to be taken with this wave of lust that rolled over them, the young unicorn moaning loudly as she came as well.

Apple Bloom pounded her hoof into her pussy three final times, with the last time being the deepest, most brutal penetration the young filly had ever experienced in her entire life. While this happened she stared intently at Cheerilee’s midsection, her mind temporarily forgetting that it wasn't her being penetrated by the dick mare.

Sure enough a second later and Apple Bloom could see the first few eruptions of seed exploding into Cheerilee’s womb, her stomach already beginning to bloom as more and more cum was forced inside. Within moments the school teacher’s belly had grown large enough to be mistaken as that of a pregnant mare’s.

Apple Bloom would have shaken her head in disbelief if she hadn't seen it before, and if she was even possible of doing such a thing, as her entire body was wracked with such a powerful orgasm that she nearly collapsed into the bush. Some dark fascination keep her mind focused as she watched, an alien will keeping her limbs filled with strength as she continued to stare, a foreign power demanding that she not look away.

As she watched the two ponies slowly relaxed, but even as Sweetie Belle’s and Cheerilee’s orgasm slowly petered out and died completely, Diamond Tiara’s continued as strong as ever. The school teacher’s confident smile slowly fell away as the seconds dragged by and she looked down in confusion, only now realizing how big she had grown.

“How?” She muttered, a hoof poking her distended belly in confusion.

Diamond Tiara grunted. “I -unf- told you I came -ungh- a lot.”

“I know that but this is just…” The older mare gulped, noticing that her stomach was still growing, the cum inside her churning as more and more seed was forced inside her. “This is amazing.”

“I told you she would love it.” Sweetie Belle remarked.

Diamond Tiara grinned wolfishly, watching as Cheerilee absently rubbed her belly, the teacher only now realizing that it had grown to the point that she looked ready to pop with twins. This realization hit Apple Bloom at about the same time it seemed to occur to her teacher, with the peeping filly moaning lewdly, her pussy quivering one final time as her orgasm only now died.

A sound that alerted everyone in the now quiet room that there was someone else nearby. “What was that?” Sweetie Belle asked, moving to stand.

Apple Bloom instinctively ducked, yanking her hoof from her pussy and trying to stand only to find that her legs were too weak. With little else she could do the farm filly lay beneath the window, silently trying to suppress the urge to panic welling within.

“It was nothing.” Diamond Tiara replied. “Probably just one of Cheerilee’s cute little moans.”

“Oh stop it you.” Cheerilee replied bashfully, slapping the filly on the shoulder.

“But it sounded like it was coming from outside…” Sweetie Belle muttered.

“Don't bother.” Diamond Tiara remarked offhandedly. “I think hot flanks here needs help getting up.”

Cheerilee’s blush intensified and she nodded meekly. “I may have been skipping on my yoga classes recently.”

Sweetie Belle giggled and began to help the older pony, forgetting all about the sound she had heard. “Don't worry Miss Cheerilee, this happens every time Diamond Tiara fucks someone.”

“Really?” Miss Cheerilee giggled. “You are quite the player aren't you?”

Diamond Tiara blushed, rubbing the back of her neck awkwardly. “I wouldn't go that far…”

Apple Bloom breathed a sigh of relief, and began to crawl through the underbrush, mentally mapping out the quickest way home that would keep her out of sight. Though even as she thought about it, a slightly larger part of her was emboldened by what she had seen, and put forth the idea of turning around and joining them. Diamond Tiara was seemingly insatiable, and Apple Bloom herself was far from satisfied, not after she had seen what she was missing out on.

She shook off such a thought with great difficulty, making a note to masterbate however many times it took to make her brain stop thinking of Diamond Tiara in that way.

Back inside the classroom Cheerilee was looking down at the shimmering aura over her gaping pussy. “I don't know Sweetie Belle, are you sure it won't fade away when you get too far?” She asked hesitantly.

“The force spell should remain until you use the dispel word I taught you. And trust me when I say you are going to want to use it until you get home because it came be really messy.” Sweetie Belle replied, her horn dulling.

“Well it does feel nice…” Cheerilee muttered to herself, one hoof rubbing her quivering cum filled belly.

“I knew you would enjoy it.” Diamond Tiara remarked.

“Quite.” The school teacher shook her head suddenly, standing on shaky hooves. “I really should get going though, I told Derpy I would babysit tonight and something tells me this is going to take a while to deal with.”

“Shouldn't you wait until we are gone?” Sweetie Belle asked.

The teacher shrugged. “Just close the window before you go.”

Cheerilee opened the door only to take a step back when she was greeted by a surprised looking SIlver Spoon. “Oh, hey Miss Cheerilee.” Silver Spoon greeted, only then noticing the bulging belly on the mare. “I see you've had a little fun.”

“I sure did sweet cheeks, but now I really must get going.” Cheerilee replied, sauntering past the younger mare and giving her ass a firm smack as she passed by.

“Wow.” Silver Spoon remarked, stepping inside and closing the door. “Was she as hot as I think she was?”

“Even more so.” Diamond Tiara remarked.

The older filly shook her head. “That is impressive, I bet she was a freak huh?”

“She ate me out and made me cum four times in as many minutes.” Sweetie Belle answered.

“Double wow.”

“So, got any news for us?” Diamond Tiara asked.

“Oh do I!” Silver Spoon announced, clapping her hooves together excitedly. “I have the perfect bit of news. This is going to single handedly bring her to our side, but before I tell you that, did you know you had a peeping tom?”

“Eh?” Sweetie Belle muttered, blinking owlishly. “But I checked the door and no one else was in the school.”

“She wasn't in the school.” Silver replied with a smirk.

“She was watching from outside the window.” Diamond Tiara stated, pointing to the other side of the room. “Through that one open one.”

“Wow Diamond, that's impressive considering what Miss Cheerilee was doing to you.” Sweetie Belle replied.

The dick mare shrugged. “She was the one who moaned at the end. I stopped you because I knew she would only be more embarrassed to be found out.”

“You sly dog you!” Silver Spoon shot back, punching the younger filly’s shoulder. “I bet you also noticed that she totally came huh?”

Diamond Tiara nodded. “Yeah, she really seemed to like watching CHeerilee’s belly get nice and big.”

“Well I suppose this whole thing worked out better than I thought.” Sweetie Belle turned to Silver. “So, what was this big peice of news you had?”

“Oh I got it all set up girls, all we have to do is show up at Sweet Apple Acres on friday.” Silver Spoon’s eyes suddenly lit up. “How is that dick spell coming along Sweetie?”

The unicorn shrugged. “Not great. I mean I can cast it, but the book says I should be able to make it however big I want, but I can't seem to get that part to work.”

“It will have to do.” Silver Spoon remarked.

“What are you thinking?” Diamond Tiara interrupted. “I don't like that look in your eyes Silver Spoon.”

“Oh don't you worry your pretty little head about my plan.” Silver replied with a smirk. “You see, all we have to do is-”

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