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1. Mitch and Dylan

The cooling evening air was alive in the mare's nostrils as she took the short trot from her office to her house, hooves making a jaunty clip clop on the cobblestones as she went. After a long day managing a hundred and one annoying little things that came across her desk, she needed a refresh and she needed it badly.

As she trotted, she also thought of the classes she had taken today, an often welcome distraction from the administrative nightmare that was her daily regimen. The first year English class was an unexpected delight, the colts and fillies still wide eyed and not yet into that age where they were a sullen obnoxious mess. The final period year 11 Literature class was what occupied her mind most strongly though.

A smaller than usual class, with a higher than usual proportion of fillies, but that only meant that the handful of colts stood out more in her mind. For some reason, she really liked all of them in this class, they all seemed to be better natured than the average run of the mill colts under her charge. It also helped that they were all at least from what she could see damn sexy.

It was only a week since she had had her way with Adam, the cocky stud she had been longing to take down a peg or two. She grinned involuntarily at the thought; she certainly had pegged him well. For some reason though it hadn't satisfied the cravings as well as she hoped. She caught herself in last period with her Lit class, her nostrils flaring as she picked up the musk of teenage studs concealed beneath the obligatory too much aftershave and deodorant. Subtlety was never the teenager's strongpoint.

She had caught herself sniffing the musk, and daydreaming again, her clit swelling and musky juices of her own adding to the mix of scents. She had clamped down hard on herself after that, but not before she had picked up a couple of quizzical glances from some of the colts. Damn, have to be more careful.

After taming the paperwork mountain that threatened to eat her desk and ask for seconds, she had decided on one of her favourite stress relief techniques for the evening. A keen swimmer in her youth, the headmistress still enjoyed a good workout when she could get it, and the school of course had its own pool. This late in the day, she would have it all to herself, and could put her muzzle to the lane markings on the pool bottom and just swim and swim, mane streaming behind her until a genuine feeling of wholesome fatigue filled her body.

After a good session, it usually only took one round with her rubber friend the "Stallion 16" and a glass of wine and she was out like a light, and would sleep a virtuous sleep free from tormented thoughts of teenage studs mounting her at her whim.

Her mate would not be back from his latest trip for at least 3 weeks, and even then he was even less interested in satisfying her than normal at the moment. Three more weeks with no one in her bed, then the likelihood that the stallion in her bed would be either a snoring lump or on his laptop ignoring her studiously. Sigh, might be time to upgrade to the Stallion 20.

Dropping her briefcase in the house, she quickly changed into her swimsuit under a sloppy tracksuit, and trotted over to the pool building.

Entering the empty fillies' change rooms, she left her bag and stripped off to her swimsuit, and prepared to head out onto the pool deck when unexpected noises caught her attention. Pricking her ears, she could have sworn she heard the sound of a shower from the colts' change room, and low pitched voices. Hmm....colts' water polo training should have finished ages ago she mulled, fighting anger at her alone time being interrupted like this.

Moving closer to the wall and standing on a bench, where she could pick up the noises better through a connecting vent, the headmistress strained to work out what was going on. If students were still around, she would have to do something as there was no way they should be here. Although the security guard didn't do a round for a few hours and lock everything, only staff were supposed to be around at this hour.

What the increasingly incredulous mare heard however made her ears flick in astonishment. She could make out two voices, both male, and by the sounds of it students. It was what they were saying that caused her to almost fall off the bench, only catching herself with difficulty as the sounds floated through the vent into her ears above the sound of running water.

"Ohhh shit Dylan, that feels good."

"Told you"

"Yeah don't stop...fuck yeah"

"Do you want me to do it for you again?"

"Shit you are a fucking homo aren't you?"

"Nicker!. Fuck you Mitch, the least you can do if I'm going to give you a blowjob is be nice about it."

"Yeah yeah little filly, don't get your tail in a knot."

"Tell me you want it."

"What the fuck?"

"Tell me you want it!"

"Course I fucking want it!"

"Nicely!"

"Ohhhhh shit." The voice ended with an exasperated sigh. "Fine. Please little filly, suck my big stallion cock now, I need to drain my balls and you are so good at it"

A giggling whinny, followed by "Better" was the happy reply.

"Damn Dyl, you sure are a needy little unggghhhhh..."

The voice was cut off abruptly in a guttural vocalisation, but the mare could hazard a guess at what had caused the colt to break off speaking.

Dropping silently back to the floor, the headmistress stood for a moment in silent frenzied thought. What the hell do I do? A mixture of duty and curiosity however overwhelmed other considerations, and she determined to confront the two colts, though what she would do to them she hadn't a clue.

Mind made up, she gathered up her bag and moved quickly but surprisingly quietly, out into the connecting hall and back into the colts' change room, to be confronted by her first live male on male sex act. In spite of being at least theoretically prepared for what she might see, the sight stunned her and she just stood in the doorway taking in the scene. As the seconds passed she dimly realised that the two protagonists hadn't seen or heard her entrance, lost in their own world, and so she could continue to watch for the moment, undisturbed. It was just as well because had she needed to speak she wasn't sure she would be able to.

At the far end of the room was a large shower area with 5 showerheads in an open row. Just next to one that was on, steaming water cascading down, was a standing colt, head thrown back and a look of transported bliss on his face. Kneeling in front of him a second colt had taken the bulk of his cock into a willing mouth and was diligently working on his partner's thick tool. The sight mesmerised her, the sheer uninhibited sexual nature of the act, and the sight of two young studs giving themselves over to pure sex need.

"Ohhhhh shit Dyl....you are getting better at this...." Finally the standing colt spoke, followed by a long hissing sigh of pleasure, as the kneeling partner started fondling his heavy balls while continuing his focussed pleasuring of the cock in his maw. Absently, the mare took her phone out and clicked off a couple of shots, whether to save the scene for posterity or to act as evidence in whatever proceedings were needed to deal with the matter she could not afterwards honestly say.

Finally the mare snapped out of her daze, and registered two things. First, that her swimsuit crotch was dripping wet from the excitement flowing out of her inflamed pussy. Second, the identity of the two colts clicked and elicited a brief but noticeable gasp. Mitch Thacker, final year sports stud, captain of the football team, all-round popular colt, rumoured to have mounted most of the more attractive portion of the senior year fillies. Now on the receiving end of what appeared to be a very skilled blowjob from Dylan Reynolds, shy sweet year 11 from her Literature class. A colt she had been absently ogling just that afternoon.

As the gasp left her mouth she realised the gig would be up, and was rewarded by a series of strained expletives and wild scrambling as the two heated colts woke up simultaneously to the presence of an audience, an audience that would probably have been the last choice they would have made had they been asked to nominate someone to discover them. With the possible exception of their mothers.

Wide eyed and fidgeting they now stood in the shower area, unable to take their eyes off her and unable to meet her gaze, with the result that their terrified stare seemed to dart around as if following a particularly mobile blowfly. At some stage both caught her eyes long enough to register that she was visibly ogling their deflating but still impressive erections, and both almost simultaneously dropped their paws to try to shield their genitals.

"Well my pair of dedicated water polo ponies, what do we have here?"

Silence descended, a silence punctuated by nervous nickering and snorting but for a while no actual words. Finally Dylan managed to engage his brain long enough to attempt speech, but it was not very convincing.

"uhhh....uhh...shit.....I mean...Mrs Gray.....ummm.....it's not what it looks like honest!"

"Really Dylan. You astound me. Tell me, what does 'it' look like?" the pretty colt lapsed into silence at that, leaving Mitch to attempt to rescue the situation. Unfortunately thinking on his hoofs was not the big jock's speciality.

"Uhh... Mrs Gray...honest, it wasn't anything, we were just mucking around, we've never done anything like this before and it didn't mean anything. I'm not a fag or anything, Dyl is just a mate and anyway he's the faggot not me, you should be on his case if anything but..." he ran down under her stare, running out of words, which was probably best for his chances anyway.

"Ahh is that so Mitchell, a one off bit of innocent experimentation never to be repeated, and Dylan is the bad guy seducing a poor innocent naïve jock. Let me see...'Ohhhhh shit Dyl....you are getting better at this....' Does that sound familiar? Would you like me to repeat any more of the conversation I overheard?" Or better still, show you the pictures on this?" She said , raising the phone, and simultaneously sending a shot of pure terror through the two colts. Busted, so very very busted.

Afterwards when she tried to rationalise what happened, the mare came back to this moment, the reaction of the two colts to being found out and stripped of any excuse. Mitch looked almost on the verge of tears. Dylan though was different, and it was his expression that made the most impact on her. He looked up at the larger colt, with a heart rending mixture of anger and sadness.

She had been around teenagers long enough to be able to put two and two together. Mitch the uber stud, desperate to appear straighter than straight. Dylan obviously with some sort of crush on the older colt, now more hurt by his dismissal than by the fear of suspension and exposure. She was going to do something about this, she decided.

The fact that she was more aroused than she could take, had been thinking about sex constantly since ravishing Adam, and had missed out on her stress relieving swim and instead found perfect erotic material was conveniently overlooked. Rationalisation is an art, and one based on ignoring difficult data.

With a terse injunction to "wait here and do not move", the headmistress went and carefully locked the outer door to the pool complex, then returned to the now shaking colts. Time for a lesson, and after all, she was an educator first was she not?

"Right, time to decide what to do with you two. I would prefer not to have to suspend or expel you both, after all Mitch missing your final exams is a pretty serious punishment. Plus, as a teacher, I would much rather teach than punish, and I think there are some valuable lessons to be learned for you two that you won't learn any other way."

"Personally I would prefer to avoid the paperwork. I will say however that I am not happy with either of you, and if I am going to handle this under wraps you will need to do exactly what I tell you. No if's, no but's total obedience. Do we have a deal?"

The two colts looked at each-other, exchanging glances that spoke volumes. Did they really have a choice?

"Yes...Mrs Gray"

"Yes headmistress."

"Good. Don't forget if I am not happy with either of you, this goes the whole way, your parents are informed, and the pictures I have just sent to my email are available if you should be stupid enough to deny anything."

The two teenagers now gulped and nodded, unable to find words.

"Now...class is in."

And with that, she stripped off her swimsuit and stood naked in front of the two shocked colts, slit glistening with excitement as she contemplated the evening's entertainment.

The three equines now stared at each-other for a long moment, the two colts in a state of shock, the mare sizing up her two co-conspirators like produce at a market.

Mitch drew her attention first, an impressive stud if ever there was one. A shire cross, he had the broad build and big muscles of a stallion. Comfortably one of the biggest and most developed colts in the school, she could admire him now at close range.

Shiny black fur with white patches and white feathering, and the cutest white stripe down his muscled chest. Not a lean specimen by any stretch, some puppy fat still visible on his burgeoning body, she could still imagine him at 20 as a solid block of muscle. At 17 though he was a sight to behold, topped off by the thickest cock she had seen on an equine, poking out from a cute shiny sheath above a heavy set of balls.

Dylan was a study in contrasts, tall but lean and taut. A 16 year old bay Gypsy Vanner with soulful blue eyes, his flowing mane and hair looked so enticing, and accentuated his beauty. His cock was almost as long as Mitch but much thinner, with a smaller set of low hanging orbs in a black leathery pouch that she could almost imagine taking into her maw in one gulp.

Walking slowly towards the pair so as not to spook them, she held their gaze while reaching out to cup their balls and stroke their sheaths, rewarded with startled nickers and groans, and the appearance of Mitch's thick stallion cock emerging further from its confinement. While the big shire gave himself to the sensations, she could sense Dylan was still nervous and unsure.

"So Dylan, I take it you like guys then?"

The pretty colt blushed, hanging his head and nodding. She wanted to kiss him so badly, take away his feelings of shame, but knew it wasn't her kiss that would do it for him.

"And you Mitchell, you are at least into guys a little aren't you?"

"No fucking way, I'm not a fag arggggghhhhh!" his angry denunciation turned into a pained cry as the mare switched without warning from stroking to crushing his heavy nuts, the big shire now folding over in pain but unable to fall to the floor as he was held up by the grip on his package.

"Enough!. I didn't call you a fag Mitch, that's your own judgement showing through. Gay, bi, bi-curious, I don't give a fuck do you hear? I will tell you now, since you seem unable to admit it yourself though, that it's clear that you like what you have been doing with Dylan. A lot in fact. It's also clear, though you may not admit it either, that a part of you likes Dylan too."

Mitch merely stared, unable or unwilling to respond.

"It is also clear you stupid stupid colt, that Dylan likes you a lot, and in fact has a crush on you. Feelings you will have hurt in your clumsy attempts to avoid dealing with being found tonight."

The older colt snorted and looked at his friend expecting an equally derisive response, and was stopped in his tracks by what he saw. Dylan, far from denying it, was nodding sheepishly, a tear forming in the corner of one eye.

"Dylan?" a soft query, with an ocean of meaning, was all that Mitch could get out.

"All right. Yes, you've got me Mrs Gray. Mitch, I'm so sorry. I wanted to tell you, but I was afraid you would never want to do anything with me ever again. I've had a huge crush on you for years, and when we started water polo together and became mates, it just got harder. Every time you told me about your latest filly it fucking tore my heart out but I laughed and pretended I was pleased like a good mate, when I wanted to scream and smash my fist through the wall. I was prepared to accept a little bit of what I wanted if I could have you."

Unable to look anymore, Dylan put his head in his paws, body heaving, while Mitch just stared.

"Fuck...ohh fuck."

"Yes Mitchell, now you see at last. I think it's time to start your lessons, but first I think your friend needs some reassurance. Mitch, give Dylan a proper kiss like you would with your filly."

"What!?"

"Mitchell, I did not phrase that as a request. I will however make it easier for you by taking your mind of the whole 'gay' side a little."

The big stud stared for a moment, then seemed to mentally shrug his shoulders and take the younger colt in a tentative hold. Bringing his muzzle towards Dylan's, he rubbed against his friend, enjoying the feeling in spite of himself, but still reluctant to move in for the kiss. Before he could freak out any more than he was already though, a new sensation made him moan and relax.

Kneeling in front of the colts, the mare had sized up the two sets of delicious genitals in front of her. Cupping one set of balls in each paw, she gently tickled them but judging by the awkward way the two colts were approaching their kiss, decided that a more active approach was needed.

Leaning in, she had taken the end of Mitch's thick cock in her maw and started a determined pleasuring of his tip, rewarded with a long drawn out groan and a spurt of precum that teased her tongue. She could feel the teenager's blunt end flaring nicely, the already thick cock end becoming incredibly large even for an experienced mare. She had a new appreciation for Dylan's skills.

Lost in the sensation of the mare working on his overheated tool, Mitch had crossed a line into a sexual haze far enough that he could now reach forward and take his friend's cute face in his paws and draw him in. What the hell...he thought. First time for everything.

For Dylan, the sensation of that first kiss would be forever burned on his memory. The tentative feel of Mitch's thick lips on his, the tongue poking at him clumsily, then the feel of it sliding inside him as he closed his eyes and responded fully, set fire to the colt and his own cock responded in kind. His paws now came into play, holding the muscled stud in an embrace, fingers running down his back to the base of his tail.

Feeling the colts ease into an intimate embrace, the mare began working on them both, alternating from one cock to the other as Dylan's long beautiful cock emerged fully from his own sheath. As the kiss continued, the two colts now actively enjoying the moment, she lifted her head and drew them closer together until she could rub their cocks together, holding them as one and stroking while her tongue played with their leaking tips.

Finally however, the kiss came to a natural end, and the two panting colts just looked at each other, eyes a mix of pleading and terror, before looking down to the sexy naked mare, their minds on fire as much as their bodies.

Standing again, she took in their body language for a moment, pleased at her progress. They should be ready for the lessons.

"Mitch, I am going to teach you a lesson and I hope you learn from it. One about being true to yourself, and being responsible for how you treat others. "

Taking the bigger colt by the paw, she guided him to the table sitting in the middle of the change room, and lay the nervous but aroused stud down. Normally covered in bags during a session, it was now clear and at a perfect height for what she had in mind. Long enough for the big colt to lay on it with his head at one end and his tail flopping over the other, his thighs extending beyond the edge with legs now propped on the floor. It was not a comfortable position, nor a safe one, and she did not intend it to be.

"Right. First lesson Mitch. So you have bagged your fair share of fillies eh? I bet you have, you are a hot stud, but I wonder how many of them actually enjoyed it? Did you at least go down on them before you shoved that big fat foal maker into them? I bet you didn't Mitch. I bet you just gave them a token rub then rammed home and ignored their grimace. Well Mitch, being a stud is about being a generous lover as well. So let's see if we can teach you some generosity. You get to hone your skills on me"

Lifting herself to the table, she straddled the colt's face, holding her swollen lips just over his muzzle as she lowered herself to him. Facing towards his legs, she could see him laid out before her, his twitching cock so tantalising as it lay against his belly, his fat balls rolling in their sack. She wasn't going to let herself enjoy that tasty delight yet though. There was work to be done.

Lowering herself further to the prone colt, she let him tentatively snake his tongue out to taste her dripping sex. He shook his head and whinnied, ears flapping against her thighs which made her shudder, as the taste and smell of mare in heat worked its way into his brain. Soon he was lapping inexpertly but vigorously at her, a welcome development as she enjoyed the ride. She couldn't avoid a slight delighted whinny at the effect on his throbbing cock, which was now noticeably dripping a line of clear sticky precum onto his belly as he got into the experience.

She let out a satisfied groan as he finally located her clit, followed by a disappointed sigh as his tongue left the magic spot again and he returned to his over vigorous lapping. This one would need some guidance.

"Mitch, Mitch, full marks for enthusiasm, but you have no idea. You aren't trying to eat an icecream in summer before it melts, take it easy. And there is a magic spot called the clitoris. Maybe you have heard of it at some stage, spoken of in whispered tones amongst your friends between discussions on banging fillies and football? It isn't a mythical creature Mitch, it really exists and if you want your filly to enjoy, you need to pay it proper attention. Now, try again, this time feeling with your tongue until you get to a firm nub that makes me moan when you lick it. Remember, listen to your partner and she will tell you what works."

The now fully aroused colt renewed his ministrations, this time more cautious and more intent, listening and feeling for a reaction. As she rode his mouth, the mare looked down to Dylan, the younger colt standing at the end of the table looking at her mount his friend's face, his cock pulsing and drooling its own line of precum as he stared. She caught his eye and winked enjoying his shocked start, then as Mitch finally found her clit again, she arched her back and let out a deep neigh of pleasure. Ohhhhh that was good.

Getting the hang of things at last, the colt began working her clit and the skin around it, his tongue first tentatively then more surely licking while his lips nibbled at her lips. She was soon in heaven, as the feelings in her sex rose to match the sheer dirty enjoyment of riding a sexy stud on the school grounds, something she had wanted to do so much in her time at school but never would have dared.

With a sudden shuddering cry she felt her orgasm fill her body and she ground down onto the helpless colt, showering his muzzle in her tangy juice. The burning spread and spread until it rode through her and left her panting, barely satisfied, and hornier than at any time since she had plugged the poor stud Adam. In this mood there was going to be no mercy from her.

Grinning a sensual wicked grin, she beckoned Dylan to come forward now, until he was standing between the parted legs of his friend. Leaning forward over the desperately aroused Mitch, she gave his cock a playful stroke, then took Dylan's muzzle in her paws and moved in for a long sensual kiss; one responded to by the startled colt once he recovered from his shock.

Straightening, she rode back on the long tongue that still played helplessly with her sex. "That was definitely an improvement Mitch, there is hope for you yet. Imagine what it's like to be able to do that for your filly before you mount her, and how much more you will enjoy it when she is totally in heat. Can you smell it Mitch, can you taste it? Imagine sliding that big thick cock of yours into a well readied pussy like mine is now."

The helpless colt groaned, his cock now excited beyond reason. Every word she spoke went straight to the tip of his cock and caused him to let rip another pulse of clear precum, to join the growing puddle now leaking off his taut belly and onto the table. Fuck, he had never had sex like it, and it was both terrifying and incredibly arousing being used like this.

"Now stud, Dylan is going to help me teach the second lesson. Listen to your own body, and let it and not your fears tell you what you enjoy doing. Dylan, I want you to take Mitch's legs and raise them up and pass them to me."

She saw the look of curiosity on Dylan as he went to obey, his paws gripping the thick thighs of his friend near the knees and raising them with difficulty, but finally the feathered fetlocks were close enough for the mare to take in her own paws. She held on tight, leaving the stud now horribly exposed, his tail flicking off the edge of the table and the dark leathery length of his crack exposed and vulnerable.

Dylan clearly was enjoying an even better view as he stared down at Mitch, eyes feasting on the taut donut of his tail hole, the long leathery taint, and the big pouch of balls now bouncing as he jiggled his legs trying to resist weakly. He had no idea what was coming next but he was sure he was going to remember it.

"Now Dylan, I want you to pleasure Mitch. You can use your tongue and fingers any way you want, anywhere you want, and make it good. Mitch, you just lie back and enjoy, and keep that tongue of yours moving. You are going to let it happen, and get over your fears or so help me I am going to tie you to this table."

Mitch tried his best to argue, but she just sat down harder on his muzzle until all he could do was explore her folds and grunt ineffectually as he waited for whatever was to come. Terror and excitement, new companions in his sex life, made him shake and twitch like a newborn foal as he waited.

Dylan was like a foal in a shop full of carrots, unsure what to do first, but finally he kneeled at the base of the table, his face at the perfect height to make use of the big stud's exposed crack. He couldn't even remember how often he had dreamed of being in this position, body on fire as he jacked his stallionhood at night, and here it was in real life. In his dreams, Mitch was begging him to do him, but at least at the moment the stud wasn't saying no. That would have to do for the moment.

Taking his friend's firm muscled ass cheeks in his paws, Dylan parted them further, enjoying the warm feel of the quivering muscles against his skin, and lowered his muzzle to its work. Tongue extended, he zeroed in on the target of his dreams; the exposed muscled doughnut of Mitch's tail hole, and let the tip touch the puckered rosebud.

The reaction was instantaneous and spectacular. As Dylan began lapping at his ring, the big colt shuddered and groaned loudly, body writhing under the mare as he reacted to the new sensations. Held down by the mare above him, her strong arms holding his against the table, he could do nothing but let it happen, every muscle tensed and quivering.

As the new feelings transmitted themselves to his brain however, Mitch the uber straight stud had to confront a disturbing reality. He was seriously enjoying the rimming his experienced friend was delivering. Unable to hold back a contented moan, he lay back now and let it happen, nervousness overruled by his burning need to cum.

Sensing his friend's growing acceptance, Dylan became more adventurous, his tongue exploring the long dark leathery taint, first just the tip, then long lapping strokes, before he used his flexible lips to nibble at the sensitive skin. He nickered at the feel of his studly friend writhing again, realising it was pleasure not disgust causing him to move that way as the increasingly confident Dylan bent to the task of driving his mate mad.

As the sound of Mitch's groans became louder even when muffled by the mare's sex, Dylan finally went for it and closed his big mobile lips around one of the huge balls, rolling and gently squeezing while his tongue stroked the soft skin. This set Mitch off completely, and he lost all inhibitions, trying to push his sack into his friend's mouth deeper as his cock flared and throbbed, on the edge of a ball draining cum.

Dylan had other ideas though, and he wasn't about to pass up this opportunity. Letting the well worked testicle out of his mouth with an audible 'plop' he licked down the sweet taint once more, before reaching his goal. Lining his tongue up with the clenching ring, he gripped the twitching muscled cheeks and spread them further, stretching the winking doughnut shaped tail hole into a flattened ring that looked oh so inviting. He needed no further invitation, and with a determined shove speared his strong tongue into the aroused colt's ass.

It took a moment for Mitch to realise what was happening, but before he could raise a determined protest, his body was overcome with the feeling of a deep ass licking and his limbs slackened as the sensitive skin of his virgin tail hole felt its first pleasuring invasion. It was like nothing the stud had ever experienced, and for the moment he was helpless to resist as waves of unfamiliar pleasure held him in a vice-like grip.

Dylan went into a sex filled zone, his studly mate's ass the only thing in his mind as he ate him out with a vengeance. Lips teasing the taint while he drove in deeper and deeper, he sought out the prize, a touch of the spongy pleasure spot buried deep inside.

The mare sat on the face of the big colt and enjoyed the view. She had never been turned on by the porn much before, but something about the two hot young studs going at it under her direction was an erotic experience like none she had ever had or even imagined when curiosity drove her to explore. Every new move by the beautiful Gypsy Vanner on his friend made her throb even harder, and Mitch's increasingly desperately aroused reactions under her were sending electric shocks of pleasure through her sex. Feeling the muscled legs of the stud in her hands start to shake, she began stroking them, the feel of his sleek fur and twitching powerful muscles adding to her intoxicated state.

Realising he could not reach his goal easily with his tongue, Dylan was not to be denied. Bringing one shapely paw to the spot, he slid two long fingers into Mitch's wet clenching pucker, driving in to the hilt until he felt his goal and began stroking the prostate between his sawing fingers.

The feeling of being penetrated registered on Mitch's addled brain, and he was about to cry out when he felt a new explosive sensation that seemed to start buried behind the base of his cock and sent shots of fire all the way to the tip of his cock. He could only hang on, rocking his head from side to side as Dylan was in charge of his body now and he was determined to make his friend cum.

The mare saw what was happening and decided to just watch, the twitching in the incredibly aroused cock laid out before her slowly increasing in frequency as spurt after spurt of precum ejected from the tip and the big balls slowly drew up towards her. Finally the flared rim seemed to pulse and with a cry Mitch let go, long lines of cum flying out of his cock to come crashing down on her, his chest, the table, the floor as he worshipped stallions everywhere with his release.

Finally his ejaculation ended as it began, shuddering, and he lay back panting, his protruding tongue teasing her clit as he basked in the afterglow. Dylan felt the ass muscles relax and slowly slid his fingers out of his friend's tail hole, watching the slightly puffy ring close up in his wake, his own breathing rough as he stood there contemplating the cum spread everywhere and the memory of Mitch's ass gripping his fingers as he came. He was more horny than he could take and would need to hump the table soon if he didn't get off.

The mare had his need in her mind however, and would use it to teach the final lesson. Passing the shire's now aching legs to Dylan, she moved herself until she was no longer straddling the colt but was perched right at the end of the table. Taking the panting colt's head in her paws, she lifted him up until he was resting in her lap, head propped sightly up and looking down at his friend.

"Now Dylan, put Mitch's legs over your shoulders and come in close."

Breathing hard, the teen obeyed automatically, resting the fluffy fetlocks over his shoulders and gripping Mitch's thighs with both paws. In this position, he couldn't help but rest his aching length along his friend's crack, balls against the swishing tail and cock rubbing against the twitching hole and taint until the sensitive end came to rest between his balls. The sensation was almost enough to drive him to completion then and there.

"Time for the final lesson Mitch. Sex at its best can be about mutual trust, and mutual pleasure. Up until now you have taken what you wanted from Dylan and given back nothing but hurt, now it's time to see what happens when the roles are reversed. Dylan is going to mount you now, and how much he looks after your pleasure or cares about your pain is entirely up to him."

Dylan could not believe his ears at first. Im going to what? But he slowly came round to the idea and once decided he didn't waver. Looking down at Mitch, he saw the pleading in his friend's eyes. He tried to feel the anger, but all he could feel was the love, the all-encompassing need he had for Mitch. Damn you fucker, I wish I didn't care about you so fucking much. Looking his friend straight in the eye, he relaxed at last, letting Mitch see his real feelings for the first time. Love and lust in equal portions met fear, and subsumed it in a moment. Both knew this was it, and all would somehow be ok.

Taking his leaking cock in one hand, Dylan brought the tip to Mitch's virgin pucker, and rubbed the big flared tip against the muscled ring. Gripping tightly, he pressed against his friend, gritting his teeth and increasing the pressure as the muscle stubbornly refused to yield. Finally though, just when he thought he might have to try something different, Mitch's sphincter relaxed and Dylan's cock punched in about three inches to the accompaniment of a full throated cry.

Mitch gripped the edge of the table in a white knuckled death grip as his virgin tail hole got used to the invasion from a flared colt cock. He grimaced in pain but determined not to cry out again, worried that Dylan might repay his former indifference by ramming in without mercy. If it happened, he would take it the best he could but would not show any more weakness.

He needn't have worried however. When nothing happened, he opened his eyes to look at Dylan, and saw the worry in his eyes, genuine concern for the pain he was causing. Unsure what to do next, the younger colt was merely holding there, cock partly in but not moving.

"You ok Mitch?"

"Yeahh...just give me a second. Ohhhh shit that feels weird. Look, this is going to hurt a bit even if you are careful, so just do your best and give me time ok?. "

"Yeah, I guess but, Mitch, I don't want to hurt you and..."

"Look, enough of that. Dyl, I want to feel what it's like ok? I've always secretly been curious but never wanted to admit it. Well, it's fucking time. Time to do your duty stud, your filly is waiting."

The beatific smile on Dylan's face was almost reward enough for Mitch as his words had the desired effect. All fears gone now, Dylan turned to the task at hand, giving his mate the best possible first fucking.

Sensing both colts relaxing, the mare settled in to enjoy, her paws sliding down the muscled chest of the shire colt and playing with his erect nipples and feeling the heartbeat through his ribs as he prepared to experience his first time.

The colt began a slow gentle entry, working in just a fraction deeper then pulling back, each time waiting with just the flared rim inside before a careful return. His rhythm slowly built until he was thrusting deeper and more urgently, head thrown back and tongue hanging out as he experienced his first feel of a tail hole gripping his cock and found it the most incredible sensation in his young life.

The lead up had been too much though, too intense for the youngster, and as he drove forward finally with all his might and sheathed himself fully in Mitch's tight clenching hole he cried out and came, whole body shaking as he unleashed into his friends bowels.

Mitch had been gritting his teeth, unwilling to let a hint of the pain out and make things even harder for Dylan. As the entry had progressed however, pain slowly diminished to be replaced by a feeling of fullness and a slow burning itch that grew and grew as the long stallion cock worked its way inside him. He caught his lip between his teeth and nickered gently when on one particular thrust he felt the rim of Dylans head touch that special spot again, sending a new wave of the special feeling along his cock which was now miraculously hardening again.

Just as he was getting into it however, he felt Dylan's cock slam into him slightly painfully and begin to twitch and throb. A warm burning sensation spread into his bowels as he registered the ejaculation, his friend emitting a strained whinny and flagging his tail wildly.

Coming down from the high, Dylan was horrified at his premature end and wanted to run away fast. He started to withdraw but was stopped by Mitch, who clenched strong legs around his neck and refused to let go.

"Mate, don't worry, its ok. Just stay there for a moment, I don't think I want you to leave anyway it feels pretty good. Just wait. Besides, you know how hot you can get, chances are you'll be ready to go again in a minute." Mitch smiled up at Dylan, trying to reassure the younger colt. Besides, he was just getting into the feeling of having that cock rub his prostate, and having gone to all the trouble of having his ass filled, wanted a payoff.

Dylan relaxed, comforted by his friend's words. Running his fingers along the muscled thighs, he realise that he was still hard, cock buried to the hilt in the hot depths of Mitch, and he didn't want to leave any time soon. He enjoyed the feeling for long minutes, letting one paw now reach for the thick long cock he knew so well, jacking his friend and relishing the sound of low moans and the feel of Mitch's tail hole flexing around his cock in response to the movement. Soon enough he was ready to finish the job.

As Dylan began a slow long stroked rutting of his friend, the mare looked down at them both and smiled. Looks like we are making progress. Moving again, she let Mitch's head rest on the table, his eyes unfocussed as he enjoyed the sensations. Straddling him again, she brought her pussy down to him and was rewarded with determined licking that while not too nuanced was still immensely satisfying. Leaning forward, she reached for Dylan and taking his head in her hands, leaned in for a long sensual kiss that he returned with equal vigour.

That was how they continued, all three making love now to eachother; she riding Mitch's mouth, Dylan riding Mitch's tail hole, and her and Dylan kissing a wild sensual kiss as their bodies moved with increasing urgency and the air was filled with moans, sighs and the wet sucking sounds of sex.

As the pace quickened, Dylan gripped Mitch's thighs so tightly he left bruises but neither noticed as the fast deep fucking brought his cock into contact with Mitch's nut over and over again, driving the needy stud to the brink as he lapped with increasing urgency at the dripping cunt over his face.

It was Dylan that peaked first, the feel of Mitch's clenching ass too much again as he let out a wild whinny into the mare's mouth and unloaded his second flood of cum inside his friend, breeding him like he had always dreamed but never thought he could. The feel of that second flood tide of cum against his nut was the magic release for Mitch, whose high pitched whinny rose to match Dylans as he spurted his second load too, white streaks splashing against the belly of the mare as she leant over him kissing a shaking Dylan. As his orgasm rose, Mitch lost all control and bit down against the clit he had been licking, and this painful stimulation brought the mare along, her own cries now rising as the two colts subsided into snorts and nickers.

The three exhausted equines slumped where they were, Dylan pulling out of Mitch and falling to his knees breathless, as the mare fell forward over the colt on the table, her face against his cock still hard and dripping with the last few drops of his orgasm. She let her tongue sneak out to lap at his tip, the stimulation of his oversensitive end too much for the colt and he thrashed around and begged her to stop, her enjoyment painful to him now. Feeling the burning pain in her bitten clitoris though, she was determined to make him pay a little and continued her quest, taking every last drop from his tip as he writhed under her.

Dylan slowly raised his head, the sight before him too impossibly erotic for words. Mitch was still spread on the table, the mare giving him a sloppy blowjob, his legs now propped on the floor. Between his splayed legs, his exposed tail hole winked at the colt, still flared and wide, puffy and sore looking from the long hard first fuck, evidence of Dylan's two ejaculations now coursing down his tail and thighs as the mare's licking caused Mitch's dilated ass to pulse and eject small rivers of cum.

Unable to resist, the younger colt leant in and added his own tongue to the torment, licking at the no longer tight pucker and savouring the taste of his own cum as Mitch writhed, pleaded and begged almost sobbing for them to stop. Finally, the colt and the mare relented giggling like a couple of fillies as the spent stud lay, a thoroughly fucked twitching mess.

Wordlessly, they eventually moved to the showers, and stood under a hot stream of water as the three equines washed each-other in leisurely, sensual fashion, the sweat and cum leaving their bodies as paws touched and explored. They took their time, no need to say anything, for they had already shared enough through their bodies. Paws slid through manes and tails, bodies touched, and no one was there to hear their sighs except the walls.

It proved too much for Mitch however, and soon the big colt was hard again, cock aching for a third release. The mare was also ready, her sex still on fire and the need for a big hard stallion too much to deny. She led them both back to the table, one paw holding on to each as she drew them to her.

"Dylan, there is a final lesson to learn and it is for you. Mitch will always want fillies, that part of him will always be inside him no matter what you two end up doing. It's part of him."

The wide eyed colt looked at his friend, seeing the truth in the mare's words reflected in his eyes. He hadn't wanted to acknowledge it after what had happened, but knew he would have to face it. Reality was a fucking bitch some times.

"Sometimes though you may be able to be a part of that too. Lie on the table for me"

Hesitantly, Dylan obeyed, taking up the position his friend had previously held, wondering what this could mean.

The mare now rose to the table again, and straddled the younger colt this time, her hips hunched back though towards the end as she rested her knees on the edge spread wide, her fetlocks protruding into the air. Leaning forward, she let her tongue lick at the end of Dylans cock, just protruding from the end of his sheath in semi erection. The taste of Mitch's tail hole had mostly been washed off but a hint remained and her flared nostrils picked up the deep musk as she sucked on his head.

He shivered at the touch, the unfamiliar feel of a female on him and over him exciting and alien at the same time, and leant in for his first taste of a mare, finding the tang oddly exciting. He began lapping determinedly at her clit.

"Mitch..,please fuck me now, breed me stud" she breathed, the licking from the prone colt under her leaving her almost beyond words.

Not needing any further orders, the shire followed his throbbing cock as it almost drew him bodily into position between the mare's thighs. He could see her swollen lips there, a dark pink invitation just for him, with his friend's tongue working the clit an incredibly sexy addition. Looking down, he locked eyes with Dylan, a wicked grin exchanged between them as they prepared for the final lap.

Gripping the mare's hips, Mitch brought his trembling cock to her crack, rubbing himself there for a moment, letting a slick trail of precum build up on the tip. Raising her tail in his paw, he pressed against her, and felt himself slide into the most beautifully inviting pussy he had ever experienced, a long deep groan accompanying the first balls deep entry.

His groan turned into a cry as he was surprised by an additional sensation; Dylan sliding his long tongue forward across the mare's distended lips to stroke the skin at the base of his shaft and lick at his balls as they hung in space beneath his fully buried cock. It was the most incredible sensation, and he just held there for a moment enjoying it.

Eventually though instinct took over and he pulled back, watching the pink folds against his dark shaft on the withdrawal, a sight he always found made his cock twitch, before sliding in hard again and feeling the reward of Dyl's tongue as added stimulation.

In the groove now, Mitch began an epic fuck, his already well drained balls making it possible for him to truly take his time and enjoy, and he swung into his work with athletic force, hips slamming back and forward as he bred his headmistress. Her moans and cries were music, and he let his own pleasure register in his answering whinnies as he ground into her; in, out, side to side, rotating his hips and teasing before slamming in again as he gave her the ride of her life.

The mare was in complete heaven. She had stroked herself while being fucked plenty of times, but never had she had a tongue on her clit while being filled. The dual sensation was incredible, sending bursts of pleasure through her until she came hard and wild, before beginning the process all over again. She lost count and just held on, riding out a storm of pleasure from the fucking with every muscle as she tried to suck Dylan's cock but gave up and could only moan and scream profanities, begging the hot stud behind her to fuck her ever harder.

Finally, he started an ever wilder faster motion and she knew he was close, his whinnies reaching a crescendo as he came, seed spewing forth to coat her deep and well, the spreading warmth making her smile and scream an encouraging 'yes' as her young stud colt did his all. Mitch felt his cock let loose and buried himself to the hilt, holding it there as he emptied, Dylan's questing tongue lapping at his shaft as the seed sped along its length, and still lapping as the same cum started leaking from the distended lips on his backstroke.

Finally spent, he held on, chest falling forward over the mare's back, breath coming in gasps, teeth gritting in a cry as Dylan took his balls in his lips and suckled. Pulling out, he unleashed a torrent of cum that Dylan gratefully licked as it dripped from the mare's quivering lips. Dylan hadn't had enough yet though, and reaching between the mare's spread thighs he gripped Mitch's still hard cock and brought it to his lips, savouring the taste of his friend and drawing a couple more pained spurts of cum as he sucked.

The mare was conscious of a great tiredness, but she had one last task to enjoy. Taking the quivering cock before her into her muzzle, she started a well-practiced deep throated sucking that soon brought the young colt to a shattering third orgasm, the taste of his seed running down her throat a perfect final sensation for the now well satisfied mare.

Their shower was more leisurely this time, though less exciting as they concentrated on washing more and stimulating less. Grins and laughter were exchanged, as well as the occasional kiss, as each let the warmth soothe aching muscles that needed a respite now from their sweet labour.

Dressed, they waited close to the door, the two colts unsure of themselves now the intimacy had passed. Her smile put them at ease though, a warmth spreading from her as she took each in turn and kissed them on the cheek.

"If you ever so much as breathe a word of this to anyone I will personally geld you with a butter knife."

Both colts laughed at the ridiculous threat, laughter cut short by the serious look in their headmistress' eyes. Her smile returned though, as she gave them each a squeeze.

"Thank you both, and I hope you have learned the lessons well."

"Yeah" laughed Mitch, looking with a newfound expression at his friend.

"Yeah" sighed Dylan, wondering, questioning, a seedling of hope beginning to grow inside.

"Hmm...take it slowly colts. You need patience, and forgiveness. Keep that, and you can remain friends whatever happens."

Ushering the two students out, she closed the door behind her and trotted back to her residence, scenes replaying in her mind. Her hobby was becoming more of an obsession, she could still see objectively enough to recognise it. But what an enjoyable obsession it was.

As she reached the entrance to her garden, she looked back one last time at the two colts, now walking slowly away, in the darkness. Would she do this again she wondered? With a snort and a shake of the head she went through the gate. Maybe.