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Terra Aegis dismissed his class to lunch with a grin, He was a large black furred ram with highlights of silver and white and a third horn protruding from his forehead with a slightly toned but muscular body, He was the teacher of the agriculture elective class for the Ponyville Schoolhouse, he was leaning against the fences as the students broke apart to go grab their lunches and head inside.

"M-M-M-Mr. Aegis?" Butterscotch stuttered when the students started to break apart, Terra Aegis smiled down that the pale-gold furred male stating beneath him. Butterscotch was like many of his other students young and only at the ripe age of 11; he was a lanky child with just enough fat to give him feminine hips with a shapely behind.

"What is it Butterscotch, aren't you going to eat with your friends?" Terra Aegis said with a large smile on his face as he started to pick up the tools the student left behind.

"W-W-W-Well, I-I-I wanted you t-t-to..." Butterscotch's bright cyan eyes watered as he struggled to get out the words. He knew what he wanted but he hated to ask, as evident when he tugged on the bottom of his sweater as he struggled with the words.

"Come on, Butterbutt. You know I don't bite." Terra Aegis said, leaning over the male with a small grin on the his face. He leaned down to nibbled on the on Butterscotch's ears affectionately. He knew what the male wanted as well but he wouldn't just let him get away with just being shy all of the time.

Butterscotch's face as was twisted up in frustration as he blushed from the affections. The small male gripped the hand of his teacher and pulled him along wordlessly to the tool shed behind the school greenhouse. Once Butterscotch got the larger male into the shed and shut the door, Butterscotch grabbed the larger stallion by the suspenders of Terra Aegis's overalls. Butterscotch tugged at the larger males straps while softly whining in annoyance.

"Awww. Did I make you angry?" Terra said, teasingly while brushing the pale hair out of the flustered males eyes. Terra slowly gazed into Butterscotch's eyes and smiled, "I'm sorry you are just so adorable when you are struggling to say things to me. So now that we are all alone in the dusty cabin, what did you want to say to me?" The stallion said while putting the shovels and hoes away absentmindedly.

"I-I-I-I'm your boyfriend r-right?" Butterscotch whispered in his already low voice. It wasn't news that they pair were in a relationship but Ponyville was a lax minded community which meant that long as they didn't do things in the classroom... Then their relationship was fair game.

"Yes, You are my little quiet boyfriend with a love for animals and never hesitating to help out a creature in need. It's what I love about you." Terra said placing his hand on the smaller male with a smile, "What wrong? Am I not being a good boyfriend." He cupped under Butterscotch's chin before delivering a small passionate kiss on the muzzle of his lover. He slid his tongue against Butterscotch's as the young male started to reciprocate the affection.

The smaller male shivered as he blushed, feeling his lover's tongue leaving his mouth as they broke the kiss. "N-No you're being great, I just wanted um..." Butterscotch's brow furrowed in annoyance with himself, he rubbed his hands through his flowing hair as a nervous tick. "Could you um...j-j-just...um."

"Come on Butterboy. It's just me an' you-nothing to be shy about." Terra said with a

grin before watching as Butterscotch's hand started trail down his chest with a shiver, the hand stopped at his crotch before slowly unzipping his fly.

"Oooooh, are you horny?" Terra teased as his cock unfurled was unfurled from his overall. It nearly reached his knees flaccid. He sighed, feeling the soft hands of his boyfriend fumbling awkwardly with his cock, especially when Butterscotch looked into Terra's eyes with a blushing smile.

"Are you going to just hold it or do you want to do something. We only have twenty five minutes before the lunch is over and my next class comes in." Mr. Aegis grinned and started stroke Butterscotch's silky hair, "We are pressed for time, so would you like it if I took charge?"

Butterscotch gave a sigh of relief; this was why he loved his boyfriend so much. He just... understood. The young stallion nodded before looking out the window of the shack. Butterscotch watched across the yard as most of student were eating inside of the school, there was no one close enough to hear them so Butterscotch locked the door and dragged a few wooden boards to block the windows.

"Good boy, Butter." Terra smiled tilted his head with a cocky grin on his face. "We are in a rush but we don't want stains on our stuff so take it all off. I hope you brought the lube." Terra chuckled popping the clasps to his suspenders, the overall dropped to his ankles as he stepped out of the pile of clothes. By the time he turned around her noticed that the other male was already undressed with his own clothes neatly folded up in the corner of the shack.

Terra could feel his excitement welling up just gazing at the excited male in front of him, the feminine curves were no longer hidden behind tight jeans and thick sweaters. Terra slowly approached his boyfriend, his hands traveling up the hips of the younger male's

as he drew him close. The difference in size wasn't lost upon him as Butterscotch only came up to his collarbone.

Butterscotch smiled before he pressed a small tube of lubricant into Terra's hand. "Don't be too slow... you do have class soon, Mr. Aegis." Butterscotch whispered before turning around and presenting his rump in full view of the his lover. The soft gold fur around Butterscotch's rump was a sight to behold; he already had his cutie mark which was a three large pink butterfly on each side of his hips. Those hips of his though he couldn't get enough of, he had a very bubbly bottom that was just the right size. His cock was half hard as it drooped between his legs with a pendulous swing.

Terra smiled as he squirted the lube on his shaft, shivering from the cool gel on his equine flesh. He made sure to take his time to coat the entire thing as he was large even for an Ram and he didn't want to hurt his lover. Once his cock was fully lube up, Terra smiled while his fingers drifted down just beneath the other male's tail.

Butterscotch's breath quickened as the hand-warmed liquid was rubbed around his pink, puckered hole as the first finger started to apply pressure. "This always feels... Eeek." Butterscotch whimpered as he felt the first finger slid inside of him, the soft burn of being spread only a fleeting pain that he would deal with.

Butterscotch bit his lower lip as the second and third finger pressed in. Terra was being gentle and he knew it but they were pressed for time so he would help his boyfriend in the best way he could. He pressed his hips against the hand, feeling the fingers wiggling around as if dancing against his prostate. Butterscotch gave a muffled moan as the fourth finger was slipped inside, his cock was throbbing as the touched the cool shed wall with its throbbing length.

The soft whimper was all the only sound the room as both of the equine males started to find the tempo as

Terra's fingers pumped in and out of the winged male, each flap of the pegasi's wings scattering a few feathers around with each pleasure-filled touch. The wet sounds of the fingers quickly sliding in and out of the male's body as Terra twisted them slowly trying to loosening up the male in the small window of time that they had.

"Mr.A?" Butterscotch moaned huskily trying to focus his attention on the situation. "Please... hurry. I don't want to get caught again." The soft golden stallion whined quietly as the fingers started to stimulate him more and more.

"Yeah, you are right. If it hurts you in any way just let me know and I'll stop." The ebon and silver Ram said as his mouth nibbled on the ears of the the soft, slim and willing lover shivering at his touch. He pulled out of the hole with thin trail of lubricant still connected to the tips of his fingers.

"Mr.A?" Butterscotch whispered with teasing wiggle of his hips as the thick tip of Terra Aegis's cock rested just beneath his silky tail. The warm throbbing meat felt strangely fitting as Terra slowly lowered it till it was pressing against his puckered hole.

"Yes, Butterbutt?" Terra teased the younger stallion, but the mind of the older equine on the lovely rump he was about to spear into. "Did you want to go slow?" He teased the male further by leaning down to place tender kisses on his neck. "We don't have much time but I don't want to hurt you. I remember how much you whined about our first time."

"Y-yeah... You d-don't need to go slow but could you..." Butterscotch balanced himself with one hand before flicking out his pale hair out behind him. "Pull it a little?" Butterscotch asked timidly his head turned so he could look at his older boyfriend to gauge his reaction.

"Heh. You are such a little pervert." Terra teased before pressing the cock against the hole. He grabbed the long hair into his hands before giving it a quick tug. Terra slowly pressed his cock into the younger male's rectum, sighing at the tight grip around his cock as he probed deeper. The warmth felt amazing as he pulled the male's head back by the hair. Butterscotch moaned loudly as which only spurred Terra on.

Butterscotch spread his legs further apart; this was always the hardest part trying to take in the massive length for the first pump. He continued to bit his lip as his hole spread further and further for each inch of cock that he happily accepted. The warmth in his body felt amazing as he was probed deep enough that he could feel Terra Aegis's medial ring deep pressing against his hole.

Terra Aegis tugged at Butterscotch's hair before slamming his cock in from the medial ring to the hilt, he could hear the soft squeak of discomfort as the male had to deal with the sudden insertion of Terra's full shaft. Terra gave a pleasurable sigh as he felt the the strong muscles of his lover righting around his cock, he had to keep his body pressed against soft yet toned rump to prevent the clenching muscles from pushing his cock back out.

"Faster, Mr.A!" Butterscotch whispered with a nervous hiss, he wanted to make sure that they could finish up before the next class rolled in or someone decided to check on them. He started to press his hips back to meet with each thrust, the size of the draft horse male was uncomfortable at first but the pressure against his prostate was magnificence.

"Yes, Sir! Butterbutt, Sir!" Terra snickered before his muzzle planted kissed on the pale-gold teenagers neck as his hand gripped tightly on the hips of his lover. "Hold on." The muscular stallion whispered to the softly moaning Butterscotch, his tempo increased

with each loud smack of his crotch against the younger male's asshole.

Butterscotch may be soft spoken and shy but the one thing he wasn't was a timid lover. Butterscotch pushed back his hips to meet each thrust as each slap was loud, wet and... most importantly to butterscotch... deep. The stallion moaned softly feeling the intensity of the adult pounding away at his sensitive body. He tried to moan softly so that no one would catch them but he was beyond the point the being quiet.

"Oooooh Mr.A." Butterscotch moaned as his own rock hard cock painted the wall each touch of the cool sheet metal walls with the pre-come that dripped from the tip. The pain in his ass was slowly starting to subside as his teacher started to get into a fierce tempo, with each pull of the massive shaft back he could feel the length rolling against his prostate which was bliss on the young stallion's mind.

With each tug of the pale hair, Terra slammed his shaft in as far as his hips would let him but he was nearing his peak but he wanted to give his small lover some pleasure as well. He pulled Butterscotch close as he rested his head on the much smaller male, his left hand drifted down to the long and thin shaft of Butterscotch before he started to slowly stroke the pale and black two toned cock. Terra's right hand drifted to the light pink nipples hidden under soft gold chest fur, his gently tweak the sensitive areas as Butterscotch writhe in pleasure.

Butterscotch bucked his crotch against his teacher hands feeling the lubed hands as comfortable against his tool as a silk glove. He was close to his own climax as he felt the hands gliding and tugging on the flare, his balls tighten as he could feel himself reach his peak. He used every little bit of will he "I'm close." He moaned softly feeling his sack just yearning to let loose it's load, he knew he wouldn't last but he wanted to finish near his lover.

Terra was pumping like piston inside of the teenager his body feeling the gripping tightness around his length as his massive orb slapped against the thighs of Butterscotch. "Go ahead and let loose, little guy. I'm uh" Terra Aegis grunted as he felt his balls clench, "Getting pretty close myself." Terra picked up his pace starting to softly nibble on the male's neck with his hot breath tickling Butterscotch's neck, his hand moved away from the nipples so he could use both hands to pump his lover hard.

"Terra... Please you're doing it to-" Butterscotch started to please before he felt it, the wet warm feeling deep inside of the his body. The feeling was amazing as the cock throbbed more and more inside of him with each thick spurt of come that flowed inside of him. The sudden discomfort as Terra's cock tip flared out to it's full size, he felt the strong hands on his lover pump even harder on his tool.

Terra Aegis felt like his balls shrank from the sheer amount of semen he unloaded into the male, he pressed his hips tightly against Butterscotch before giving a playful grin. "You can come any time, cutie. I've already got mine now it's your turn." He said before a wet splat sound reached his ears. Terra looked over the shoulder of his lover to see that the wall of the shack and pile of Butterscotch's clothes beneath them was cover in his lovers seed.

"Enjoy yourself?" Terra said with a tired sigh, he pulled his cock out of the hole that tugged against his flare almost pleadingly for more. The semen drooled out of Butterscotch who leaned against the wall before sagging down on his need, his asshole drooling more semen on his clothes.

"Yes, Mr. B." Butterscotch said with a tired sigh, but my clothes are messed up. Butterscotch whispered with worry in his voice, as he picked up the clothes with a frown. "I'm gonna get in trouble with Elusive... He made this for me." Butterscotch said while tightly holding the

clothing against his body which only smeared their juices on his chest.

"You worry too much, Butterbutt. Put them on, head to my house and clean them. I'll let your other teacher know that you have something person to take care off." Terra Aegis said with a winning smile but he knew that the principal was going to have him for lunch but buzzing joy of the afterglow he felt let him know that it was worth it.

As the pair got dressed quick click from the door before the door opened with a bright glow of magic. The pair was standing face to face with a fuchsia colored earth pony teacher and brown furred student who Terra recognized as Snapshot. The younger male's hand was in the teachers sweater before he turned to noticed Terra and Butterscotch.

"Mr. Aegis. I didn't know you were... OH MY CELESTIA!" Snapshot started eyes widened but before he could say another word Miss Cheerilee placed a fuchsia colored hand over his mouth.

"Mr. Aegis. I see that you were giving this student extra curricular studies, I'm glad that you have such an invested interest in your student but your classes lunch period is over and I need to tutor my own students." Cheerilee said while her face was still flush with embarrassment, she didn't expect that there were other teachers using the lunch period for fun.

"Of course, Miss Cheerilee, little Butterscotch was feeling a little flush and I decided to send him home a little early. As his fourth period teacher, I hope you understand." Terra said smoothly while still sweating bullets from reveal.

"I'll overlook it this time but I would hope you would also be so

kind as to overlook Snapshot being late to class this period." Cheerilee said with a seductive grin while still holding on to the protesting foal's mouth, "An hour late, perhaps?"

"Thirty minutes..." Terra said with a grunt, he didn't care for late students.

"Oh... Then I guess I'll have to use this and change you mind." Cheerilee tapped a finger against the camera around Snapshot's neck which illuminated the room in a blinding light. She pulled out the photo from the instant camera and waved it teasingly.

"Did I say thirty minutes, must be the heat. I meant that he will be counted as a full day's attendance. Please carry on educating him but I'll be taking that for my research." Terra took the photo from her hands before leaving the shed, he gave a kiss to Butterscotch before whispering.

"If you want some more lessons just stay at my house... Butterbutt." Terra teased as he watched the male walk off toward his house. Even with the wet spot of Butterscotch's cum stained pants, he couldn't deny that the boy had a sexy rump. "Enough of that, it's time for my last class." He smirked before heading back to the greenhouse.