All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

Winner of the little poll I hosted, here's a Cheerilee chapter!

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“Um...a-are you sure about this?” Fluttershy asked timidly, staring down at Rainbow Dash; who was standing above her as she laid on a rather uncomfortable hardwood floor, in a room she didn't recognize. The rainbow-maned pony said nothing, just leaning down towards Fluttershy's eager erection and starting to slurp the head and first few inches of it gently. “Nnh...R-Rainbow...” the pegasus softly moaned, blushing heavily from the teasing, feeling the sensitive head being slurped over and over, sending shocks of pleasure through her member.

Rainbow Dash gradually advanced, taking the throbbing member into her mouth and beginning to suckle on it for a minute or two, before taking it in deeper and bobbing her head up and down. All the wonderful oral work caused the timid yellow pegasus to moan cutely, her wings spreading along the floor as her member throbbed in Rainbow's mouth. It went on for what seemed like forever; the pleasure building up more and more the longer Rainbow kept bobbing her head up and down.

“Oooh...getting...close!” Fluttershy panted and moaned, closing her eyes as she felt her orgasm coming on, only seeming to spur the other pegasus to bob her head even faster, dragging her tongue along the length as well.

Just as she was about to climax though, her eyes shot open, and everything around her changed; the room rapidly changing to her bedroom and Rainbow Dash disappearing with it. She sat up quickly, seeing that she was in her bed once more, spotting a big tent in the blanket as well. “A dream...?” she thought, relieved and somewhat annoyed at the same time.

Lifting up the blanket revealed her throbbing morning wood, which had made a small stain on the underside of the blanket where it had been holding it up. “This is really strange...” Fluttershy thought as she climbed out of bed, stretching a little bit as she gazed out the window at the rising sun, which was still coming up over the horizon. “Oh well...better get my day started.” she thought, before heading out of her room.

She went about her usual morning routine of feeding herself and her indoor animals, her member softening up by the time she went outside. On the way back into her house, she lightly plucked a few flowers from the small garden in front, placing them in a plastic vase once she got back inside. It wasn't much of a fancy gift, but it's the thought that counts, right?

After dressing in another simple dress; a green one this time; she lightly picked up the vase between her two front hooves and took to the air, flying in the direction of Twilight's library. One short flight later, she arrived in front of the unicorn's home, setting the vase on the ground beside her before gently knocking three times on the door.

A few moments later it opened, revealing the familiar purple unicorn once more, though her mane was fraying slightly. “Oh, hey there Fluttershy.” she spoke with a smile, opening the door all the way. “What can I do for you?”

“Oh, nothing much...I just wanted to thank you for studying so much for me.” Fluttershy smiled back, picking up the vase again and holding it out toward Twilight. “You didn't have to spend all your free time trying to find a spell.”

Twilight giggled softly, picking up the vase with her magic. “It's nothing, really. I've had bigger study weekends than this!” she poked her tongue out playfully. “Thanks for the gift though, that's very thoughtful of you.” she added, bringing the flowers closer to her snout and inhaling the lovely scent emanating from them. “Mm, smells wonderful. Speaking of wonderful, you wanna come inside? Spike's cooking breakfast, if you want some.”

“I know it's not much, but I just wanted to thank you.” Fluttershy continued, before nodding. “That sounds nice, Twilight.” she replied, following the unicorn inside; the scent of pancakes filling her nostrils as she neared the kitchen. As the two walked into the kitchen, Spike could be seen cooking the pancakes over a griddle on the stove; Twilight putting the vase under the sink head and filling it up with water before putting it in the windowsill.

“Oh, hey there Fluttershy. Nice to see ya again.” Spike happily greeted the pegasus, flipping one of the pancakes over. “Just in time too, you haven't lived until you've had one of Spike's pancakes!” he added with a big grin.

“Mmm, they certainly smell delicious.” Fluttershy replied with a smile, closing her eyes a bit as she inhaled the lovely scent, making her feel a tad hungry despite the fact that she had already eaten. Spike flipped a finished one onto a plate beside him, which already had a few pancakes on it; Twilight picking up the plate with her magic and replacing it with an empty one before bringing the first plate into the next room over, setting it down on the table.

“C'mon, get 'em while they're still hot.” the unicorn spoke with a smile, sitting down in one of the chairs while Fluttershy entered the small dining room, sitting down next to Twilight.

“So...have you made any progress in finding a spell?” Fluttershy asked quietly as she watched Twilight levitate a pancake onto her plate as well as her own plate.

“Not really...I've searched pretty much every advanced spell book in here and I haven't found anything that could help.” Twilight shrugged, take a couple bites of her pancake.

“Well, that's okay...take your time, Twilight. To be honest, I'm kind of...enjoying it more.” Fluttershy smiled, blushing lightly.

“That's good to hear!” Twilight giggled, smiling back. “Considering how much you seemed to enjoy it a couple nights ago, I bet you could have a ton of fun with it, before the week is over.”

“I know.” the pegasus nodded with a grin. “I just hope Princess Celestia doesn't find out...she'd probably punish me for real if she caught me disobeying her.”

“That is true...well, who's going to find out? As long as nopony tells her, you're safe. It's not like she comes down out of Canterlot very often.” Twilight added, licking her lips as she finished her first pancake. “And judging by how good you are with it, I don't think anypony would betray you like that.”

“I guess you're right.” Fluttershy giggled softly with a light blush at the complement. After finishing breakfast, the two returned to the main library, which was a mess with books scattered everywhere, for the most part. “Oh, my. You really were working hard, weren't you?”

“Hehe...maybe a little.” Twilight giggled, blushing lightly. “I tend to get carried away when I study this hard.” she added, picking up a few of the scattered books with her magic, though blinking a bit as she spotted one that she wasn't expecting to see. “Huh...I thought I returned this to Cheerilee weeks ago.” she thought out loud, taking it out of the pile and looking at the cover, reading “Anatomy II”.

Gently grabbing the book from Twilight's magic aura, Fluttershy smiled warmly at the unicorn. “I could return it for you, Twilight. It's the least I could do for all this work you've done.”

“Oh...well thanks, then!” Twilight nodded and smiled. “I need to get working on cleaning up this mess, anyways. See you later, then?” she added, beginning to levitate the various books with her magic again.

“See you later, Twilight.” Fluttershy replied with a nod, holding the book to her chest as she lightly flapped her wings, heading out of the library and into the warm, sunny weather. It was a little later into the morning now, so most of Ponyville was out and about, forcing the pegasus to fly up high as to not be seen by anypony. Glancing up towards the sky, she took off and ascended toward the clouds, holding the book firmly in her front hooves.

By the time she arrived at the schoolhouse, recess had started, indicated by all the colts and fillies out around the back of the school at the playground area. Fluttershy smiled slightly at the happy sight as she landed in front of the school, lightly placing the book on her back and walking inside to the empty classroom, but not seeing Cheerilee at the desk. “Hm? Where did she go? I thought she stayed in here during recess...”

Walking up to the desk, she gently placed the book down on it, but she didn't want to just leave it there without an explanation. She glanced out the window and didn't spot the teacher outside, though as she turned back toward the desks her ears perked up; a faint sound of moaning coming from the direction of the bathrooms.

“Cheerilee...?” she quietly called out as she slowly approached the bathrooms, glancing down the hallway and seeing three doors; one marked “Colts”, one marked “Fillies”, and a third one that was unmarked, which seemed to be the source of the noise. She slowly approached the third door and noticed that it was cracked open slightly, the soft moans now more audible with her being closer to it. Now realizing what was going on inside her cheeks tinted red once more.

“Oh, my...is she really...in there?” she thought, leaning in closer to the door and peering in through the slight opening, her cheeks flushing a deeper red when she finally spotted the teacher pony. Cheerilee was sitting on the toilet, leaning back against the wall and moaning quietly with her eyes closed, while below, she slowly pushed a bright blue vibrator in and out of her dripping folds, while her other hoof lightly rubbed her clit in circles.

Fluttershy felt ashamed for spying on somepony like this, but at the same time, she couldn't look away. She kept her eyes fixated on the maroon mare, watching as she pleasured herself, her wings spreading out as her own arousal grew. “This is so wrong...but...she's enjoying herself so much...” the pegasus thought, not noticing her member starting to stiffen between her legs as she kept watching.

“Mmmnh...” Cheerilee moaned quietly, gradually pushing the vibrating toy in and out of her moist snatch faster as her orgasm built up, rubbing and pressing the fleshy love nub harder, only stimulating it even more and boosting her pleasure higher. The toy was just about soaked with her warm essence by now, causing it to glisten in the light each time it was pulled out. Fluttershy continued to watch, trying to be as silent as possible; her member stiffening further, quickly becoming fully hard, gently throbbing as it stood proudly at its full size.

It was then that she finally took notice of it, noticing the familiar tingly feeling coming from it; quickly glancing down and gasping softly as she saw it throbbing lightly and fully erect. “Oh no...this is not good...!” she thought, glancing back towards Cheerilee and seeing her still absorbed in her pleasure. The pegasus' mind was conflicted, wanting to quickly leave before anypony saw her, but at the same time, feeling urges to walk in on the teacher and give her a good ride.

By now, Cheerilee's breathing had quickened, and she was pushing the toy in and out quite fast, the “shlick” noise it was making now quite audible from outside. Biting her lip hard, she stifled a loud moan as she finally came, her juices splashing all over the toy and a bit onto the toilet seat as well; her hoof shoving the toy all the way inside for a few moments as she basked in her orgasm, before slowly sliding it back out again.

She sighed contently and slumped a bit on the seat, slowly opening her eyes at what was probably the worst possible time, for Fluttershy. The pegasus was glancing down at her member, trying to pull her dress in a way that would cover it. “Fluttershy...?” she thought, her cheeks flushing red as she realized that the pegasus had been watching her, though her eyes widened more when she caught a glimpse of the large member Fluttershy's legs. “F-Fluttershy?!”

The pegasus' head shot straight up again as she looked back at Cheerilee, her face and cheeks flushing red in embarrassment. She wanted to just bolt for the nearest exit, but she found that her legs were frozen in fear. The next thing she knew, she was pulled into the bathroom, the door quickly shutting behind her. “I-I'm sorry...I didn't mean to...” she stuttered, but was interrupted by the maroon mare.

“First of all, what are you doing here,” she started, giving the pegasus a slight glare. “Second, why were you spying on me, and third, what is THAT?” she continued, pointing at the stiff pole between Fluttershy's legs, which was still throbbing softly.

Fluttershy gulped softly, regaining her composure slightly before replying. “Um...I was just here to return a book. Twilight told me that she borrowed it from you a while ago.” she started, still blushing in embarrassment. “And...I'm sorry for spying on you...I just couldn't help myself...” she added, looking at the floor. “I'm really, really, really sorry...I promise I won't do it again!”

“Oh, don't worry about it, Fluttershy. No harm done.” Cheerilee smiled slightly, gently patting Fluttershy's shoulder. “...but still, what in Equestria is that thing?” she asked, her eyes moving down to the pegasus' eager member, not sure if she should be scared or highly aroused.

“Well, putting it simply, it's a magic punishment I got from Celestia. I have it for a week.” Fluttershy explained, looking back up at Cheerilee. “But, it's not as bad as it seems, really...”

“Celestia, huh? I see...” Cheerilee nodded, her eyes widening a bit in surprise. “Celestia, hmm...wonder what she could have done to anger Celestia to the point of giving her...one of those?” she thought; trying to fight it, but her head inevitably started to fill with dirty thoughts as she stared at Fluttershy's throbbing endowment. “And...it's essentially the real thing, isn't it?” she asked, sounding a bit more interested.

“Yeah...it works just like a stallion's, as far as I know.” Fluttershy nodded, glancing down at her endowment for a second. “I mean...it does feel really, really good....when I use it like that.” she added, smiling nervously at Cheerilee.

Cheerilee nodded softly, too distracted by her thoughts to say anything meaningful at the moment. “Hm...so she's a hermaphrodite...never thought I'd see one of those with my own eyes.” she thought. “Maybe I can use this situation to my advantage...a little after-class fun couldn't hurt. Been forever since I had some real fun.” she continued, before looking back toward Fluttershy. “Getting back on topic, you shouldn't have been spying on me, Fluttershy. I'm afraid I'll have to give you a detention for that.” she added, a playful smirk appearing on her face as she winked to Fluttershy.

“Oh...my.” the pegasus softly replied, blushing again to the teacher pony's clear intentions. “Okay...Ms. Cheerilee. See you after class, then?” she asked, getting a nod from the maroon pony. With a slight smile in return, she promptly opened the door again and left; a few minutes of recess still remaining as she swiftly exited and flew away from the building, making sure nopony saw her.

Cheerilee smiled to herself, giggling softly. “Well...this is going to be one fun detention.” she thought as she cleaned up the mess she had made.

Later in the afternoon, after the school day had finished, Fluttershy returned to the schoolhouse once more, lightly pressing the door open and peering inside, seeing Cheerilee sitting at the desk at the front of the classroom.

“There you are, my dear.” Cheerilee cheerily greeted the pegasus with a warm smile, watching as she slowly entered, closing the door behind her. “Come here, have a seat.” she added in her usual sweet tone, motioning to the chair beside her desk. Fluttershy slowly approached the desk and sat down in the chair as she was told. “So, Fluttershy...why were you spying on me, hm? You know it's impolite to watch people without them knowing.” she continued, winking to the pegasus.

“I just couldn't help myself, Ms. Cheerilee...I heard you moaning and my curiosity got the best of me.” Fluttershy softly answered, not exactly sure what Cheerilee was planning, but just playing along for now. “And you just looked so...hot...” she added with a blush.

“Is that so...well, spying is against the rules, young lady. Especially spying on teachers during recess.” Cheerilee replied, trying not to giggle from how ridiculous she was sounding, even to herself. “You know the punishment for spying, don't you?”

“Um...n-no ma'am.” Fluttershy replied, smiling lightly to how silly she was sounding as well, though quickly frowning cutely, keeping up with the little game. “What are you going to do...?”

Cheerilee smirked playfully, pulling one of the drawers open and taking out a yardstick, holding it with one hoof and lightly tapping it against her other. “Lean over the desk, Fluttershy dear.” she spoke, watching as the pegasus stood up from the chair and leaned onto the desk, her upper body laying across it while her back legs still touched the floor, holding up her lower body.

“Mm, perfect, now just stay like that.” the teacher pony nodded, moving behind Fluttershy and grabbing the edge of her dress, lifting it up to reveal the pegasus' rear. Glancing down a bit further, she spotted the pair of yellow balls, licking her lips slightly. “So she wasn't kidding...” she thought with a slight smirk, before raising up the yardstick. “Twenty lashes for breaking a large rule, young lady.” she added, before bringing the wooden plank down onto the pegasus' rump with a decent amount of force.

“Nnh!” Fluttershy gasped as the wood smacked her delicate rear, though the amount of force Cheerilee used was just enough for it to hurt slightly, but not too much. “Oww...is this the same game Luna was playing with me?” she thought, gasping and crying out quietly each time the yardstick spanked her. After six or seven spanks though, the pain slowly began to turn to pleasure as her buttcheeks tinted red, becoming more sensitive to touch.

“Getting there...” Cheerilee thought, watching as the pegasus' rump became quite rosy, also seeing her member slowly poking out of the sheath and starting to harden. By the twentieth spank, Fluttershy's endowment had become almost fully stiff, throbbing lightly in arousal while a bead of pre formed on the tip. “Mm, that's much better...”

“Ooh...Ms. Cheerilee...” Fluttershy softly panted, looking back at the maroon pony, blushing quite a bit from her arousal. “Is my punishment over...?”

“Not quite yet, my little pony.” Cheerilee replied with a playful smirk, setting the yardstick down on the desk. She then moved directly behind the pegasus, and placed her front hooves against the red-tinted cheeks, starting to gently massage them. “I'm just getting started.” she added, before leaning her head down and sticking her tongue out, pressing it against the two moist pink lips, causing Fluttershy to gasp in surprise and pleasure.

“Nnh...wh-what are you going to do?” Fluttershy asked, moaning cutely as she felt the tongue slurping over her moist nether lips, teasing her with pleasure which only caused her member to stiffen further, quickly becoming fully hard after only a few moments. The massaging to her abused rear only added to the pleasure; the two red-tinted cheeks having become quite erogenous after being spanked so much.

“Shh...let your teacher work, darling.” Cheerilee replied, mid-closing her eyes as she continued to gently massage the pegasus' rump and slurp over her pink slit, slowly working her way lower to the two hefty orbs hanging between Fluttershy's legs. She stroked her tongue across the smooth sack, delighting in the taste of them, while bringing her right front hoof down to Fluttershy's crotch, beginning to lightly stroke her throbbing member.

The lusty pegasus laid still as the teacher pony worked, panting softly and moaning quietly from all the teasing; her arousal increasing further and further with each passing moment, all the teasing to her shaft and balls easily procuring precum from the tip of her member. “That feels...nnh, so nice...Ms. Cheerilee...”

Cheerilee grinned to the complement, continuing to gently lick and nuzzle the pegasus' hefty balls and stroke her member teasingly a little longer, feeling the warm pre smearing onto her hoof. “Hmm...seems we're ready to move on, my naughty student.” she spoke in a sultry tone, bringing her hoof back and lapping up the small amount of pre from it, before grasping Fluttershy's waist, pushing her further onto the desk and turning her over onto her back.

Fluttershy gasped softly from the sudden movement, glancing down towards Cheerilee and watching as she climbed up onto the desk as well, slowly turning herself around and getting into position on top of the pegasus, ending up with Fluttershy's member right in front of her face, while Fluttershy's gaze met with her own moist nether lips.

“Go on, Fluttershy dear. Don't disappoint your teacher.” Cheerilee continued in her sultry tone, glancing back at the pegasus for a moment as she grasped the lightly-throbbing member, continuing to gently stroke it up and down, before lowering her snout to it and pressing her lips against the tip, beginning to gently suckle and slurp the head of it.

“Oohh...y-yes, ma'am...” Fluttershy moaned from the gentle pleasure, Cheerilee's efforts quickly being rewarded with droplets of precum. Reaching her arms up, Fluttershy grasped the teacher pony's flanks, her hooves right over the two cutie marks, before gently pulling her waist downward while moving her head forward, her cheeks tinting red again as she closed her eyes and stuck her tongue out, starting to slowly drag it over the moist pink lips from bottom to top.

“Good Celestia...that tongue!” Cheerilee thought, closing her eyes and groaning around Fluttershy's member; greatly enjoying the feel of the tongue dragging across her nether lips at a teasingly slow pace, flicking over her clit as well each time it went up. She returned the favor by continuing to stroke the pegasus' member up and down, pursing her lips around the throbbing pole and swirling her tongue against the head of it, beginning to slowly bob her head up and down.

The stroking and sucking to her sensitive member only boosted Fluttershy's pleasure further, more of her warm pre flowing over Cheerilee's tongue while she panted and moaned happily. She slurped over the moist pink lips a few more times before pressing her snout against them and plunging her tongue inside, starting to firmly lick along the soft inner walls, only eliciting more pleased moans from the maroon mare.

Cheerilee was indeed grunting and moaning blissfully from the skilled tongue invading her hot snatch, wiggling her lower body back and forth a bit as she took the pegasus' member deeper into her mouth, pursing her lips tighter around it and bobbing her head faster, eagerly lapping up the warm pre that was flowing from the tip. “Nnnh, if I had known she was this good, I would have played with her sooner!” she thought, her cheeks reddening as she felt her orgasm building up quickly.

Fluttershy wasn't too far off either, trying her best to hold back her imminent orgasm; her member throbbing more in Cheerilee's mouth as it was sucked deeper still, more of her warm pre smearing across the mare's tongue from the teasing rubs her hefty balls were receiving. “C-can't cum...yet...” she thought, closing her eyes tightly as she focused on her own work, pressing her tongue as deep as she could get it inside the hot love tunnel, managing to brush along the sensitive G-spot inside, Cheerilee shuddering from the sudden shock of pleasure.

Fluttershy's tongue managed to stroke and prod the sweet spot a few more times, quickly bringing on the teacher pony's orgasm after a few more moments, and not a moment too soon, either. As Cheerilee groaned blissfully, she felt Fluttershy's member throb hard in her mouth, starting to gush thick shots of steamy seed into her mouth.

Surprised by the sudden ejaculation, her head jerked back by instinct, the twitching member still releasing Fluttershy's load, splashing all over Cheerilee's face and chest now. “Nnnh, Fluttershy...!” she moaned, the pegasus still slurping along her insides throughout her orgasm, lapping up all the sweet juices flowing out, her cheeks flushed red from all the pleasure of her own orgasm. Once both of their orgasms had subsided a few moments later, Fluttershy slowly pulled her snout back, licking her lips slightly and glancing up toward Cheerilee.

“That was...nice.” Fluttershy quietly spoke, still blushing as she smiled slightly, now seeing the sticky strands of her cum all over Cheerilee's face. “Hehe...sorry, Ms. Cheerilee...”

“Mm, not a problem, dear.” Cheerilee giggled softly, licking some of the salty fluid from around her lips, turning around on top of the pegasus. “You've certainly earned yourself an A+ from me.” she added, poking her tongue out playfully as she gently lowered herself down, cuddling against Fluttershy and nuzzling her snout.

“Oh...glad to hear it...” Fluttershy smiled back, gently wrapping her front legs around Cheerilee's body and returning the gentle cuddles, sighing contently.

“I don't suppose you'd be up for some extra credit though, would you?” The maroon mare teased with a lusty grin, her tail lightly flicking back and forth, brushing over Fluttershy's member, which was still somewhat stiff. “It's not every day I meet a dickfilly, you know!”

Fluttershy blushed again to the proposition. She was already somewhat tired from her orgasm, but she didn't want to displease Cheerilee. “She does have a good point...” she thought, giggling in her head. “If you insist, Ms. Cheerilee.” she added, returning the gentle nuzzles with a smile.

“Mm, thank you, dear.” Cheerilee replied, gently slurping Fluttershy's cheek, before slowly getting up off the desk, moving beside it where there was a bit more space, before leaning down toward the floor, raising her lower body up higher, presenting for the hermaphrodite pegasus. “Come...don't keep your teacher waiting!”

The sight of the maroon flanks only served to rekindle Fluttershy's arousal, her member responding by throbbing eagerly once more. She climbed off the desk as well and quickly removed her dress, before approaching the teacher from behind, gently mounting her and positioning over her body so that she was on top, feeling the tip of her pride press against the warm slit below. “Are you ready...?”

“Of course, my dear...go ahead and show your teacher how you buck.” Cheerilee replied with a smirk back toward Fluttershy. “Oh wow...this is really happening!” she thought with excitement, eager to see if a hermaphrodite was as good as a male, in this kind of sex.

“Alright...here goes.” Fluttershy quietly replied, pressing herself a bit more onto Cheerilee as she pushed her waist forward as well, closing her eyes as she felt her stiff pride penetrate the teacher's moist nether lips, hearing her gasp from below. “Ooh, wow...she's almost as tight as Rarity!” Fluttershy thought, moaning softly already, the hot walls already feeling like they were constricting her member.

“Aahh...y-you certainly feel bigger than you look!” Cheerilee gasped softly, her cheeks blushing darkly as she felt the large shaft pushing inside her, soon sinking almost completely inside her warm depths. As she savored the light pleasure, she could feel it throb inside her, pulsing against her soft inner walls. “Go ahead then...mm, Fluttershy...don't be afraid to give it all you've got!”

The hermaphrodite pegasus gripped Cheerilee's sides more firmly in response, before beginning to slowly buck her hips back and forth, starting off nice and slow at first, and gradually building up to a steady thrusting speed. “Nnnh...M-Ms. Cheerilee...you feel so tight...” she moaned, loving the tightness of the teacher pony's love tunnel, which coated her member lightly with warm juices as time went on.

“Only because..aah...you're so big, Fluttershy!” Cheerilee moaned in response, her cheeks blushing more as her pleasure built up more and more. She noticed Fluttershy's thrusts gradually becoming more rough, the pegasus putting more power behind each thrust as her own orgasm slowly built up; the warm precum mixing with her own juices, only helping to further lubricate the thrusting shaft. “C'mon...really give it to me, dear...you want that A+, don't you?” she teased with a playful smirk.

“Yes...!” Fluttershy panted, her wings flapping slightly as she put even more into her thrusting, feeling her balls gently slapping against Cheerilee's legs now while her member throbbed happily within the hot, clenching depths. “Don't want to cum too fast, though...” she thought, biting her lower lip gently as she felt her orgasm closing in on her after roughly five minutes, that familiar pressure building up within her. “Uhm...Ms. Cheerilee, can we change positions...if that's okay with you?”

“Go ahead, my dear.” Cheerilee replied with a nod, glancing back at Fluttershy as she felt the pegasus' hooves grab her more firmly, lifting her up a bit while at the same time Fluttershy leaned backwards. She had intended to end up on her back, but forgot that the desk was right behind her, ending up bumping against it, leaving her sitting back against it with Cheerilee in her lap. “Lovely choice, Fluttershy.” she added, grinning down at Fluttershy, gently placing her hooves on Fluttershy's shoulders as she turned around to face her.

“Mmh, thank you...” Fluttershy groaned softly, having bumped the back of her head lightly against the wooden desk. Before she was quite ready to continue though, Cheerilee had already taken the incentive, and began to steadily ride Fluttershy's member, holding onto her shoulders for support.

“That's my star student, hehe...knowing my favorite position!” The maroon mare spoke between her light panting, feeling Fluttershy's hooves gently grasp her waist again, holding her by the cutie marks as the pegasus' hips started bucking upward slightly, only assisting Cheerilee's riding. Fluttershy's member pushed all the way inside her each time she came down, causing it to grind firmly along Cheerilee's inner sweet spot each time, only driving her pleasure higher.

Despite the position change and slight speed decrease, the lusty pegasus could still feel her orgasm coming on, her wings flapping slightly as she kept lightly thrusting up against Cheerilee's bouncing, her throbbing member gushing pre inside. “Maybe she won't mind...if I cum a little early...” she thought, panting in exhaustion and pleasure. “I'm...getting close...Ms. Cheerilee!”

“Oh, yes, Fluttershy dear! Let it all spill out inside your teacher!” Cheerilee moaned, grinning lustily down at Fluttershy as she kept riding steadily, picking up the pace a bit as she felt the thick member throbbing against her inner walls. Her own orgasm was closing in on her, indicated by the copious amounts of warm essence slicking up Fluttershy's member even more.

It wasn't long before Fluttershy's pleasure climaxed for a second time; a blissful moan escaping her lips as she squeezed Cheerilee's cutie marks firmly, bucking her hips upward a bit harder while her member throbbed harder, shooting thick globs of her steamy essence with each throb. In the midst of her orgasm, she heard the teacher pony cry out happily as her orgasm hit as well, the sudden clenching of the tight inner walls only adding to Fluttershy's pleasure.

After a few more moments, the two ponies' orgasms finally died down; Cheerilee collapsing gently on top of Fluttershy, panting heavily in exhaustion with her. “Mmm, Fluttershy...that was...beyond amazing...” she spoke between her panting, before grinning up at the pegasus. “Even better than Big Macintosh..hehe...A+ for you!” she teased, poking her tongue out a bit, Fluttershy blushing lightly before giggling softly.

“Thanks, Ms. Cheerilee.” the exhausted pegasus softly replied, gently hugging Cheerilee and nuzzling her snout gently. “I'm glad I could share the fun with you.”

“Indeed, I wonder what Celestia was thinking when she gave this to you.” Cheerilee added, smiling a bit. “This seems like it'd make you have even more fun, not less!”

“That's what others have said.” Fluttershy nodded. “This has been a lot of fun so far. Sure, I have to cover it up with a dress when I'm in public, but the fun I've had with it more than makes up for it.” she continued, smiling cutely as well.

“Others? Oh, you sly pony, you!” Cheerilee smirked as she gently pulled herself up, sliding Fluttershy's softening member out of her moist pink lips. “You mean you've played with other ponies like this too? I didn't take you for such a horny pony, Fluttershy.” she teased, giggling softly.

Fluttershy blushed and giggled softly as well, a bit embarrassed by the complement. “Well, not always...it's just, I wanted to test it out, you know? I never thought that it would feel this good.” she continued with a grin.

“Mmhm, I understand.” Cheerilee nodded, gently pecking the pegasus' cheek as she pulled herself up, Fluttershy's now fully soft member slipping out of her nether lips. “That was the most fun I've ever had during a detention...certainly a nice way to end a rather boring Monday.”

“Hehe, yeah...” the tired pegasus nodded softly as well, sighing contently as she slowly got up again, seeing Cheerilee over at the sink in the corner, cleaning herself up a bit. “So...is my detention over, Ms. Cheerilee?”

“Yes, that will be all, Fluttershy.” Cheerilee nodded as she wiped her front hooves dry. “Unless you want even MORE extra credit.” she teased with a wink.

“Oh...I would, but I'm a little tired.” Fluttershy answered, blushing a bit and smiling slightly. “I do want to play with this as much as I can, but I don't want to make myself sore and tired.”

“If you say so, dear.” the teacher giggled softly, stepping up to Fluttershy and gently nuzzling her cheek. “You're always free to come back for some more fun, though.” she added with a soft smile.

“Thank you...I'll try to come back some time if I have a free afternoon.” Fluttershy smiled and nodded, gently nuzzling Cheerilee's cheek in return, before grabbing her dress and heading toward the door, starting to put her dress back on; Cheerilee moving back over toward the desk and sitting at it again. “See you later, Ms. Cheerilee!”

“See you soon, dear!” Cheerilee replied cheerily as she watched the pegasus leave, sitting back in her chair and sighing happily. “It's always the quiet ones that are the best...” she thought to herself with a soft giggle.

Meanwhile, Fluttershy took off into the air toward her home, smiling a bit to herself. “Hehe...that was so much fun...this is definitely going to be a great week.” she thought, not noticing that Rainbow Dash had come up behind her halfway to her house, surprising her a bit. “Oh...hey Rainbow Dash.” she spoke softly, glancing back at the rainbow-maned pegasus.

“Heh, 'sup Fluttershy? Where were ya? You look like you just had a lot of fun.” Rainbow Dash teased with a playful grin, causing Fluttershy to blush a bit, assuming Rainbow Dash was talking about that certain kind of “fun”.

“Oh, um...nothing really. I just delivered a book to Cheerilee and talked with her a bit.” Fluttershy lied, smiling a bit in return.

“Ahh, yeah...Cheerilee? Didn't know you two were friends.” Rainbow Dash giggled softly, a bit curious as to why Fluttershy was blushing though. She swore she could smell sex on the yellow pegasus, but dismissed the idea, not really thinking those two ponies would get intimate like that. “Hm...still wearing that dress, too...just what's going on here?” she thought, a bit skeptical of Fluttershy's actions. “Fluttershy, are you alright?”

“Hm?” Fluttershy glanced up at Dash again, blinking a couple times. “I feel fine...why do you ask?”

“Well I've been noticing you acting a little strange lately...and wearing dresses everywhere all of a sudden.” Rainbow Dash answered, giving a skeptical look. “Is there something going on that you're not telling me?”

The yellow pegasus' cheeks blushed lightly again as she gulped softly, shaking her head. “Nothing...honest, I'm fine. I just took a liking to wearing dresses recently.” she lied, trying her best to smile inconspicuously.

“Are you sure...?” Dash persisted, narrowing her eyes a bit and crossing her arms. Fluttershy only smiled a bit wider, nodding in reply, sweating lightly from nervousness. “Eh...don't want to cause her another panic attack like last week.” she thought, deciding against pressing her friend further. “Whatever. See ya later.” she added, seeing that she was right over Fluttershy's house now, looping around and heading in the opposite direction, leaving the yellow pegasus alone.

“Whew...that was close.” Fluttershy sighed, wiping her brow a bit as she slowly descended to the ground, landing in front of her house, looking back over her shoulder to see that Dash was gone. She didn't really want to keep hiding it from Rainbow Dash, but she had to pick an adequate time to show her. She kept glancing out into the distance for a couple more moments before turning and heading inside her house.

“But...how do I tell her?” she thought as she laid on her bed after her nightly routine of feeding her animals and cleaning herself up. “I don't want to come off as a pervert.” she continued, staring up at the ceiling. She recalled the strange dream she had the previous night, wondering if it meant anything, but just shaking her head a bit and slipping under the blankets. “I'll tell her when the time is right...” she thought with a yawn, resting her head on the soft pillow behind her.

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END CH.4