Sun slanted warmly through the small windows, tinted green here and there by the encroaching leaves of the great tree. Clattering and the sound of distant humming came from below, as Spike alternated researching with tidying up. Twilight sat on the side of her small, cosy bed, a parchment covered in her own handwriting in her hand, and line by line, felt it unpick her life.

'These are your disaster recovery procedures.'

It was impossible. She couldn't have been made to forget a whole piece of her life like that. She didn't know of any magic that could do such a thing, and besides, if she had faced someone with the power to undo her memory and lost, why would they have made her forget it ever happened and then just... sent her home?

It didn't make sense.

All the same, if it had happened, the existence of the parchment fit. She would certainly have wanted to write things down if she couldn't trust her memory. Which, apparently, she couldn't.

Twilight lowered the parchment and frowned thoughtfully. Okay. So either a) she'd had her memories tampered with, after writing this, or b) someone both knew the secret she'd never told anypony, and that she'd designated it as her recognition signal for meeting her time travelling self.

Consider b). To know that much, the person who'd sent the letter would have had to know so much that mesmerising Twilight and asking her about it was actually the most plausible answer. That meant she still needed to accept the existence of some entity that could control her thoughts and wipe her memory, so there wasn't anything to be gained from it.

It could also be explained by her own future self sending the package to her. Why would she do that? It replaced one kind of implausible idea with another. It didn't make much sense to deny the description in the letter because it didn't seem likely, then replace it with an equally ridiculous idea that had even less foundation.

Okay. Back to a), with a grain of salt. Either this was a description of what had really happened, or she'd been controlled into writing this. But that made no sense either. If the point was to manipulate her into doing something, they could have just made her do it in the first place. So tentatively, she'd treat it as if it were true.

She swallowed. That wasn't the conclusion she'd wanted to come to.

She'd delayed enough. Her eyes turned back to the parchment.

'The source of their ability is a charm. It's extremely powerful. You found a copy of it, and began researching it. You studied it and studied it, but you couldn't figure it out, not all of it. Then you realised that you weren't the only one using it.

'You believed that the other user of the charm would use it on you, to hide the charm and everything that had happened since you began learning about it. That's why you tried to take them by surprise, and use it on them first.

'You're reading this. That means it didn't go so well. I don't believe any other spell can undo changes that the charm enforces. You're going to need a new copy of the charm, and everything you figured out before.

'You didn't want to risk putting something that powerful in the mail, but you had to get a copy out of the house so it wouldn't be taken away if you lost. It's coming, separately, in five days time. It's in code. The key to the code is hidden where the wishes go.'

A spell that could rewrite minds and memories? Twilight shivered. No one should have a spell that powerful. It was no wonder she'd tried to stop whoever or whatever was making use of it. Her memory was locked away, too, and nothing short of the same charm could bring it back. Probably. Past Twilight might have been wrong about that, but she knew a lot more about the charm than current Twilight did.

Where the wishes go... that was another reference that nopony else would understand. In the bed she'd owned when she was a filly, there had been a tiny gap where the headboard joined the frame of the bed, just big enough for a slip of parchment. She'd written secret wishes on tiny scraps, and slid them into the gap, so that they might come true as she slept. Wishes like 'Princess Celestia marries me and I'm a Princess too'.

Even now, she blushed at the thought, but her expression quickly turned serious. Climbing off the bed, she levitated the mattress and the bundle of blankets into the air, exposing the frame.

Nothing.

She peered closer. If there was nothing here, then maybe she should start reconsidering-

A tiny, tiny corner of parchment was just visible, at the edge of a slightly loose joint. Twilight's breath froze. It was one thing to receive a creepy letter from herself in the post. It was another to have been sleeping on one the whole time.

Seventy-one days ago?

Setting down her blankets and mattress on the floor, she climbed onto the bare frame and picked at the corner of parchment. She had to be very, very careful not to tear off the little bit that was visible, else she'd have to dismantle her whole bed to get at the rest.

Little by little, she worked the fragment free. It was densely covered in letters, written as small as she could have written them, seemingly nonsensical. It was almost certainly a substitution cipher. Oh, and here was a mathematical pattern, that was a set of instructions to permute the key... she remembered reading about encoded messages like this, in one of the more technical texts concerning the Great War of the East.

It made so much sense to encode an extremely powerful and dangerous piece of magic this way, given that it had to be passed by a means that wasn't necessarily secure from someone reading it. If she hadn't done all this herself, then someone had an exact copy of her somewhere.

Twilight pulled a face. That was a nasty thought. She added it to her list of possible explanations, then sank onto the bed frame and picked up the parchment again.

'Don't lose the key. I don't think we could break the cipher without it. I know that you can tell I'm not telling you everything yet, but I promise, it's for a good reason. A lot has happened, and I don't think you'd take it well if I gave it to you all at once. Please, trust your own judgement on this. There's just two more things I have to tell you.

'First. You can't trust your own instincts. You have to remember that. You might want to tell our friends, or the Princesses, or Spike about all this. Don't. Don't tell anypony. You don't know who around you might have instructions to report any strange behaviour to the one who charmed you, and that includes you. Treat any impulses to reveal this with extreme suspicion.'

Twilight paled. She had been thinking that she should tell Celestia. But, surely Celestia was safe from this... whatever it was, this charm? Unless... she could think she was reporting to Celestia, when she was really telling somepony else...

She rubbed a hand over her face, her eyes distant. This was terrifying. She couldn't trust herself. She couldn't trust her own memory, or her own intentions. Even if someone was completely trustworthy, they could have been instructed to betray her confidence and they wouldn't even know.

"Twilight? Come on, I want to know what it says!"

Spike's voice echoed up the stairs as he called up to her, and she leapt off the bed frame, yanking the mattress and blankets back onto it with dizzying speed. Her voice a little shaky, she called "Sorry Spike, I need a little more time! Don't come up, please."

"Awww!" he protested from below, but she didn't hear his tread on the stairs.

Good grief. This was horrible. What wasn't she telling herself, and why? Why hadn't she revealed the identity of the other using the charm? Just what had past Twilight been thinking? Surely she needed to know everything she could about the other charm user as quickly as possible... What could the second thing be, something even worse than that?

'Second. I don't know if this has been taken away from you. I hope not, but I suspect it will be, along with everything else. So I really, really need you to know this.

'You love Applejack. You love her with all your heart. You love her strength, her compassion, and the way her mane smells of grass and growing things. You love how strong she is, how determined, how honest and forthright. You love her, and love being held by her. Making love to her was the most wonderful thing you've ever felt.

'There's so much more I want to tell you, about her, about you, and about other ponies that you've grown closer to, but I fear it'd be too much right now. Just know that, even if you can't believe it, or feel it right now, you love her.

'I hope I'm telling you something you already know. But I fear that you don't know. I'm afraid that someone has taken her away from you. So be angry, Twilight. Be angry, and afraid, because that's what I'm feeling right now. Fix this. For both of us.

'Yours, Twilight Sparkle.'

For a long moment, Twilight almost convinced herself it was a prank again. An unbelievably well-executed prank, something all her friends had cooked up somehow, probably with Spike's collusion to slip the gibberish parchment into her bed frame.

That was ridiculous. Applejack didn't even like mares! She, Twilight, had certainly never entertained any thoughts about her like that, nor mares in general, not since her silly childhood crushes on Cadence and Celestia.

Why, she couldn't imagine dating Applejack. They were just friends.

You can't trust your own instincts. You have to remember that.

A nasty suspicion began to creep over her. Okay, ridiculous as it was, imagine kissing Applejack. That wasn't hard to do, surely. It didn't mean anything.

Somehow, the image just wouldn't come. She could remember fragments of her dreams, dim and scattered as they were, but deliberately trying to invoke the feeling of Applejack's lips against hers just didn't work.

Fine. Picture kissing Rarity.

Still nothing. No image came to her, because it wasn't possible. They were just friends.

...this was silly; she'd never have dated Applejack, or any of her friends. They didn't have that kind of relationship.

Twilight caught her thoughts in the act of flinching away, and forced herself to look back at the parchment.

You love Applejack. You love her with all your heart.

No, she didn't.

Focus. Try someone unlikely. Try Mayor Mare.

The grey mane tickling her cheek. Bumping her nose against her gold-framed glasses. Kissing the slightly stern lips, the warmth, leaning against her-

Twilight held onto the image for a moment, in sheer relief that she even could summon it up, before letting it go. Somepony else. Zecora.

Stroking the short, vertical mane, tracing her dark grey stripes with her fingertips, playfully flicking the golden ring dangling from her ear as they giggled together, as Zecora murmured an affectionate rhyme in her low, soft voice-

She shivered. That was really easy to picture. Her imagination wasn't broken. Pulling herself together, she began thinking methodically through the ponies she knew well. Pinkie. Nothing. Rainbow. No. Fluttershy. No.

In desperation, she branched out. Cheerilee. Yes. Big Mac. Yes. Mrs. Cake. Yes. The strange pony with the hourglass cutie mark that always seemed to be running off somewhere. Yes. The Princesses. Yes, and yes, even them.

She literally couldn't imagine dating Applejack, or any of her friends. It was like she kept bouncing off a glass wall in her thoughts; one that she could only tell was there when she ran into it.

Be angry, and afraid.

She was doing 'afraid' pretty well right now.

"Twilight! I cooked dinner!"

"Ahhh!" she yelped in shock, the parchment flying out of her hands. "I'll - I'll be down in a moment!" she called back down the stairs, hurriedly scooping up the fake letter and code key along with the letter to herself and rolling them up together. Tying the bow around them, she looked around hurriedly. Spike would definitely want to know what she'd received, and if she didn't tell him, eventually his curiosity would get the better of him.

She had to hide this, all of this, where no pony would find it. Or at least somewhere Spike couldn't easily get into. Her jewellery box - that had a lock. That would have to do. He wouldn't break the lock just to read it.

She stuffed the papers into it, wincing slightly as she had to bend them to make them fit, and locked the box. "Coming!" she called again, tucking the key into her pocket, and hurried towards the stairs.

"Hey Twilight, would you like some dessert?"

"That sounds lovely, Spike."

Spike hopped off his chair and trotted into the kitchen. His voice floated back to her.

"Oh no, what's this? Somepony's put an enchantment on the ice box!"

"Spike..."

"It says it'll only open if I speak the name of a pony that sent Twilight a love letter!"

"Spike."

"Quickly, Twilight! Our dessert is at stake!"

"This isn't going to work either, Spike."

Spike's head popped back around the door frame. "Aww, come on!"

"Sorry, Spike, but it's between me and the pony that wrote the letter." Who happened to also be the same pony. No, she definitely wasn't going to tell him that.

Spike sighed hugely. "If I received a love letter, I'd tell you who it was from!"

"I'm sure you would," she replied with a wry smile.

"Fine. I know how to open the ice box," he declared with an edge of huffiness.

"Spike..." Twilight groaned. He disappeared from view, and from around the corner, she heard him call "APPLEJACK!"

He returned a moment later with a bowl of ice cream in each hand. "Hey, would you look at that. It worked."

Twilight pinched the bridge of her nose between her fingers. It would have bothered her less if she hadn't been stewing in her own thoughts all through dinner, fretting about what the letter had said. So she and Applejack had been dating. They'd been in love. She still couldn't picture it, or believe it with any emotional weight, but she'd forced herself to accept it as an abstract concept.

"Thank you, Spike." she murmured, and took the spoon he offered. He dropped into a chair opposite her with his bowl, visibly disappointed at her lack of reaction.

It was upsetting her that it was so hard to accept even the concept of having a relationship with Applejack. If what she'd read was true, she was feeling her way around a block in her thoughts, trying to tease out the shape of it blindly. She'd always been able to rely on her own mind, and to be questioning it like this was really, really scary. It was like realising she'd gone crazy.

Was this why she'd been having those strange dreams? It was harder and harder to remember them clearly, the more she focused on them. Was the charm less effective at policing her subconscious?

The rumours that she and Applejack had been dating dated back to about the time her letter had been sent, about two and a half months ago. It made a lot more sense if she had been dating Applejack, ponies would have seen them, and ponies would have talked. But if many people had seen them, then there'd be more ponies asking why they'd broken up, and not whispering that they were dating secretly. That probably meant that they'd been keeping their relationship mostly to themselves. Maybe Applejack had been embarrassed about it. Maybe she had.

She wasn't sure how to feel about that. She'd always thought that if she dated somepony, she'd want absolutely everypony to know. But right now, she couldn't even ask herself how she'd feel about dating Applejack openly. The concept just didn't make sense.

No. That was the magic in her head talking.

She took another spoonful of ice cream and slipped it between her lips, barely tasting it. So, whoever had control of her had wanted to undo the period of her life where she found out about the charm, and that included dating Applejack. Good grief, how long had it been? She had no idea how long the gap was. Though she couldn't have forgotten everything that had happened for an extended period, or people would think she'd hit her head too hard on something. It would be obvious.

Okay. Whoever it was hadn't taken over Ponyville and wiped the event from everypony's memory, or there wouldn't be rumours. It had been a targeted erasure. They'd wiped her memories, and banned her from forming romantic attractions to Applejack, or any of her other close friends. Why go that far? Was it important to them somehow that she remained single? Had it just been a blanket order that had included the rest in passing? She'd dreamed of them as well... was some part of her unconscious trying to alert her to the blocks?

Everything depended on how much time the other had spent investigating, and wiping the memories of the ponies involved. The evident gaps in her own memories proved that she'd known too much, and had had to have been blanked. The gossip of the town proved that ponies who knew very little of what was happening hadn't been wiped. So, depending on how thorough the other had been, there ought to be a pony or two at the point where those groups met; ponies that knew a little about what was going on, but not so much that they'd had their memories erased as well.

Ponies that found her change in behaviour strange, or had noticed that she seemed to have forgotten things abruptly. Ponies that were reacting to things that she didn't remember happening. Ponies that, from her perspective, were acting strangely themselves.

A knock sounded at the door. Twilight stiffened, her eyes widening.

Zecora.

Spike heaved a sigh, and pushed his chair back from the table.

"Wait, Spike." Twilight rose, turning towards the door. "I'll get it." She hesitated at the doorway, and then lifted the latch. The door swung inwards.

Zecora stood on her doorstep. She was dressed in a loose grey tunic that bared her arms, a travelling cloak over the top, and there was a tentative wariness in her expression in the moment before she looked into Twilight's eyes.

"...Twilight Sparkle, I wish you good eve. Is a visit welcome, or shall I leave?"

Twilight stepped backwards, producing a smile with some effort. "Please come in. We were just having ice cream. Perhaps you'd like some?"

"You are very kind to so greet, a visitor with a tasty treat." she replied with a nod of her head, and a small smile of her own.

It didn't look natural to Twilight. Hers probably didn't look any better to Zecora.

"Sure, sure. Ice cream." Spike mumbled as he hopped off the stool and trotted off into the kitchen, shaking his head.

Twilight looked around awkwardly, and gestured to a chair. "Would you like to sit?"

"I shall sit, if you so permit." Zecora settled down onto the chair Twilight had indicated. There was a complex expression on her face that had bothered Twilight before, one she still couldn't work out. She seemed... a little happy, but also sad. Conflicted.

Spike wouldn't be gone long. If she was going to ask Zecora anything, it should be now. But should she? Past Twilight had said not to tell anypony about what had happened, in case they were instructed to carry that knowledge back to the other. But if Zecora still remembered what had happened, wouldn't that be proof that the other hadn't altered her? Unless it was some sort of bluff, or bait...

She'd waited too long. Spike trooped back in with a fresh bowl of ice cream and a spoon, and set them down in front of Zecora. "Here you go, enjoy!" he remarked, then crossed the room and tossed himself onto a sofa, extracting one of his comics from behind the seat.

Twilight was uncomfortably aware that he could still hear everything they said. It was awful not being able to relax around Spike like this. She really didn't know how long she could tolerate it.

"It is a pleasure to visit where you dwell. Tell me, Twilight Sparkle, are you well?"

Paranoid and terrified, thank you. "Um, yes, very well. Spike and I have been doing some research on famous figures from this part of Equestria to help at the school; it's been going very well. Spike especially found a very important link, it's going to really help further investigation into Longshanks the Wanderer."

She spotted Spike's lips tugging into a satisfied smile at the praise. It was definitely deserved, but it did also prove he was listening. "How is the forest? Have you finished clearing out your old potion bottles?"

"The forest today is fresh and green, and my humble home is warm and clean." Zecora replied.

A silence settled, as Twilight wracked her thoughts for something else to say. Zecora looked down into her ice cream and methodically worked her way through the bowl, her eyes occasionally darting up to Twilight's, then immediately away when she saw Twilight looking at her.

Finally, Zecora cleared her throat and pushed aside the bowl.

"My warmest thanks for this coldest meal. I hope a visit to my home may soon appeal. For now, I feel the time is right, to return through the forest before fall of night."

"It's always a pleasure to have you, Zecora. I hope I see you again soon." Twilight replied, walking Zecora to the door. Waving her off as she ventured into the gathering dusk, Twilight frowned thoughtfully.

There was definitely something wrong. And it wasn't with Zecora.

Twilight read the page again. 'Morning. Decided to keep record of what happens to check for traces of other's influence. Spike made breakfast, continued to prod for letter writer's identity. Fretted over whether to break instructions and visit Zecora. Spent time thinking about which other ponies may know something that hasn't been erased. Maybe BM. Four days until package two.'

Big Mac was in an excellent position to have learned that there was something going on between her and Applejack, and he had seemed very unhappy with her since the rumours began. It could be that his unusually frosty behaviour was became of something she didn't remember happening. Certainly it had stuck out, given his usually unruffled manner. Definitely a candidate for investigating, one that wasn't as obvious as Zecora.

She still wasn't sure if Zecora's odd behaviour was a trap. The zebra had visited her over and over, acting strangely strained. It was practically begging her to investigate.

She needed more time to think.

'Afternoon. See Cheerilee about historical figures,' she added carefully. It was taking a big risk for her to write down anything as she tried to figure out what had happened, but it might help her if her memory was altered again, and it was a useful organisational aid anyway. As long as she kept her new journal with the other documents, it didn't increase her risk - finding the other letters would ruin things regardless.

She closed the little book and locked it away in her jewellery box - she really had to find something better, or at least use a proper locking spell as well as the feeble little key that had come with it - and set off downstairs. The initial results of her research were already neatly packed into a satchel by the door, and she swung it onto her shoulder as she called "Spike! I'm going out!"

She didn't really have a good place to keep her satchel, and her scarves were all upstairs in her wardrobe. She needed a coat rack, or a hat stand, really. She could probably find one that wasn't too expensive.

Sunlight washed over her as she stepped out from under the oak's shade and set off into Ponyville. All of her fears and worries seemed oddly distant and unreal, out in the town and surrounded by the hustle and bustle of ponies going about their lives. She felt calmer.

She wasn't really sure whether that was a feeling she should encourage - it could be more of the other's influence, but it also seemed like a normal reaction to have, and it wouldn't do her any good to fret herself into being unable to function. For the time being, as long as she remembered to keep her guard up, it wouldn't hurt to relax a little and let some of the simmering tension in her body ease.

The school stood nearby, set back a little from the nearer buildings to set in its own little patch of green, and it was remarkably quiet and peaceful. Of course, that was only because it wasn't a school day. Foals had so much to learn, and such bright futures ahead of them, but they did get a bit boisterous at times. Twilight shook her head fondly as she knocked on the door, and then let herself in.

"Cheerilee?" she called.

"This way, Twilight," her voice floated back.

Twilight followed the sound to the empty classroom. The angled blinds were down, and stark bars of sunlight striped the rows of empty desks. Cheerilee sat at her desk, papers spread out across it, and even though it wasn't a teaching day, she wore a neat blouse and a black skirt over stockings.

She looked up with a warm smile as Twilight entered. "Hello, Twilight. Thank you very much for agreeing to help me with the lesson plans for the next few weeks."

"Oh, I couldn't be happier to help!" Twilight declared cheerfully. This was just what she needed to help clear her head. "I can't wait to show you some of the findings we've made!"

Pulling up a tiny chair from one of the nearby desks, Twilight giggled as she settled down into it and began talking Cheerilee through the initial research findings. She really didn't talk to Cheerilee enough. While her closest friends were all wonderful, none of them really seemed to get the pure joy of settling down with a trove of old documents and sifting something new or forgotten out of them. Cheerilee got that.

The sunbeams slanting through the windows slowly shifted as they chatted, sketching out a chronology of the heroes, wanderers and great hearted ponies and creatures of old. Twilight was rather looking forward to hearing the terrible trio of the Cutie Mark Crusaders recreating the stories as they played, something she mentioned to Cheerilee.

Cheerilee shuddered. "I don't doubt it for a moment, Twilight. I've spoken to the ponies at the toyshop, and asked them to make sure all their wooden swords have some padding to make them a little safer. Even so, I expect there will be a rush on them. I've asked Nurse Redheart to make sure she has plenty of bandages prepared."

Twilight covered her mouth as she laughed. "Oh no, what have we done?"

"It's the cost of education," Cheerilee replied with mock gravity. "I'm looking forward to teaching these lessons. Yes, it will prompt all sorts of playground mayhem, I have no doubt, but at least they'll be enthusiastic." Cheerilee shuffled the papers together into a neat pile. "Thank you once again for helping me, Twilight."

"You've welcome! I'd love to help you any time I can." Glancing at the late afternoon sunlight shimmering golden through the angled blinds, she added, "I'd better head back now. Spike will be wanting to cook dinner soon."

"Oh! Before you go, Twilight, one more thing. I have a reasonable request to ask." Cheerilee's expression had shifted subtly, some new emotion colouring her pleasant smile.

Twilight paused in the act of putting the small chair back where it belonged, straightening up. "Oh?" she asked politely.

"Yes. I never taught you in my classes; you grew up in Canterlot, and you had finished school before I began teaching. I've always wondered how it would have been to have you in my class. I'd like you to go to my office, strip naked and put on the school outfit I've provided, and then return for a private lesson." There was a distinct look of anticipation in Cheerilee's green eyes now, and her gaze travelled up and down Twilight slowly.

Twilight nodded with a smile. It would be nice to see how it would have been to have been taught by Cheerilee, growing up in Ponyville. It might even help her better understand how to design the lessons for her students! "Oh, of course! I'm sorry that I never offered. Is your office the next door down?"

"That's right, Twilight. Go right ahead."

Twilight hummed contentedly as she walked out into the hall and down to Cheerilee's office, wondering what lesson Cheerilee wanted to teach her. It was lucky that she had plenty of parchment and ink with her lesson planning materials to make notes.

The blinds were fully down here, leaving the room dimmer than the sunlight classroom, but there was still more than enough light to see the clothes laid out over the chair standing in front of the desk. There was a tiny pleated skirt, about long enough to cover her ass but little more, and a black thong to go beneath it. The accompanying blouse was low-cut, and made out of some silky white fabric that was translucent under her fingers. Two bows sat waiting to be put in her hair, along with knee-length white socks with little bows at the top in matching colours, and small shiny black shoes finished off the outfit.

She opened the door again and called out into the hallway "Cheerilee, is the bra missing?"

"Twilight," Cheerilee's voice chided, "If I can't see your nipples, how can I know if you're paying attention?"

Twilight blushed. Of course Cheerilee would need to know if her students were getting distracted by staring at her and becoming turned on. "Sorry! I'll change now!" she called back, and shut the door again.

She stripped off her jumper and undershirt with brisk efficiency, wriggling her soft jeans and panties down her legs together to expose her shaven sex, and folded each item of clothing neatly beside her new uniform. Cheerilee was so nice to have gotten a uniform for her, just for this lesson! If she wasn't mistaken, some of the labels could only have come from the fancier shops in Canterlot. That was a long way for Cheerilee to have gone to get it for her.

Picking up the thong, Twilight slid it up her legs and wriggled her hips to settle the strap between her ass cheeks, the small black triangle of fabric at the front barely covering her sex. Next came the skirt, and as she bent over to tug her long socks up her legs, a playful little impulse came over her to wriggle her ass at the empty chair behind the desk. It did feel good to show off her little schoolgirl ass.

Sliding her arms into the blouse's short sleeves, she inhaled deeply and did up the buttons. The shirt was a little small for her, tight around her slim stomach and loosening around her chest, pushing up her small breasts, even without a bra, to present some cleavage. Her darker nipples were clearly visible through the shimmeringly translucent fabric, as they should be.

Beneath the folded shirt she found a short tie, which dangled against her exposed cleavage once she put it on. Finally, she buckled up her shiny black shoes and pulled up her mane into two pigtails. There. She looked perfect. Leaving her usual clothes behind, she skipped out into the hall and slipped into the classroom, breasts bouncing gently with her footsteps and her little skirt constantly threatening to expose her ass if she didn't keep her back ruler-straight.

She just couldn't wait to learn!

Cheerilee had changed clothes, too. Her new skirt was made of a smooth, liquid black material and much shorter than the one she'd worn before, as short as Twilight's, exposing the lacy tops of her stockings. She'd undone the top few buttons of her blouse and drawn it apart, and if Twilight wasn't mistaken, she'd taken the opportunity to put on some heavier eye shadow, along with deep purple lipstick.

It was nice of her to care about her appearance for her teaching, Twilight thought. One desk had been pulled forward a little, and parchment and quill laid out. Twilight moved automatically to it, and sat down.

The door opened. Twilight glanced over to see-

The door opened. Nopony entered, and the door closed again. Older buildings like the schoolhouse did sometimes have strange gusts of wind that blew doors open by themselves. Perhaps they'd put a closing spell on the door to shut it again if that happened. That was clever of them.

Cheerilee turned around and smiled. Resting one hand on her desk, she leant forward, giving Twilight a perfect view down her half-open blouse at her smooth, wine-coloured breasts. "Good afternoon, class. Today, we're going to begin our history of Equestria by looking at one of the most dedicated mares to ever fight for peace in her time."

Twilight couldn't help glancing down Cheerilee's top, but quickly looked up at her teacher instead. It wouldn't do to get distracted. Cheerilee would notice. Her quill levitated, and began writing.

"This skirmish occurred eighteen hundred years ago, between the forces of General Rockslide and Wing Commander Zephyr's forces. It continued for three months, largely a stalemate. Supplies were running thin, and the earth ponies and pegasi of both armies were losing the will to continue. Nonetheless, this conflict might have carried on for much longer than it did, had a unicorn not made it her mission to end the battle as quickly as possible."

Cheerilee turned away as she spoke, and began to write on the board. Bending low, her shiny black skirt slid smoothly up her ass, exposing her complete lack of underwear. Her sex glistened between her stockinged thighs.

Twilight felt a shock of heat rush through her as she stared at Cheerilee's body. Her cheeks darkened, and she knew without looking down that her nipples were jutting visibly against the translucent silky blouse she wore. Her hand rose, a little shakily.

"Please, Miss Cheerilee, your skirt is-"

Twilight's eyes flickered.

For a moment, Twilight had thought about raising her hand to tell Cheerilee that her skirt was riding up to expose her ass, but there was no way she could interrupt her teacher in mid-lesson. She should just stay quiet, and watch. Her breathing quickened, her eyes tracing over Cheerilee's mostly bared ass and cunt, thrust high in the air as her teacher bent double for a dropped piece of chalk.

Twilight whimpered with desire, forcing herself to concentrate on Cheerilee's voice and not her perfect, sensual body.

"This unicorn was no part of the conflict, and so she could enter either camp freely, but neither General nor Wing Commander would meet with her. However, she found a way to change their minds, using her one special talent."

Cheerilee straightened slowly, ending the tormenting glimpses of her sex. She glanced over her shoulder with a smouldering smile, then leaned on her desk once again. As Twilight watched, another of her buttons slid undone, leaving her chest on the verge of falling out of her elegant top.

"A very special talent. She was a slut." Cheerilee breathed, shaping each word with her glistening, starkly violet lips. "She went to General Rockslide's camp, and she offered herself to his guards. They fucked her, and fucked her. She offered them her cunt, and her mouth, and she showed them just how good at fucking she was. She fucked them until they couldn't stand, and then she slipped into the General's tent..."

Twilight's eyes were glazed with lust, and her notes had become fitful, unreliable scribblings. She couldn't think straight. Her hand clenched desperately in the fabric of her tiny skirt.

Cheerilee's pleasant, gently authoritative voice lingered lovingly over each word as she described the mare's degradation. "...she lowered herself to her knees, and pushed together her breasts to receive the General's cock..." she continued relentlessly.

Twilight couldn't take it anymore. With an audible moan, her hand slid into her skirt and pressed against the soaked triangle of black fabric, pushing back and forth in quick, jerky movements. Her eyes fluttered half closed as she forced the thong aside, stroking her smouldering pussy with desperate longing. "Yes. Yes." she whimpered, her eyes heavy lidded, trying desperately not to show what she was doing.

"Twilight Sparkle." Cheerilee's voice sharpened, cracking through the empty classroom. She tapped a long wooden ruler against her palm.

Gasping aloud, Twilight yanked her damp fingers out of her skirt and stammered "Y-yes, Miss Cheerilee?"

"Read back what you have just written." Cheerilee commanded her firmly.

Twilight's heart sunk, and she looked guiltily over her parchment with another shudder of lust. "It... it says 'Fuck, fuck, fuck', Miss Cheerilee."

"Have you been masturbating under your desk, Twilight Sparkle?"

"Y-yes, Miss Cheerilee," Twilight gasped as another tremor of lust made her shiver visibly.

"Come up to the front, Twilight." Cheerilee said sternly. Pulling her chair back from the desk, she sat down, still tapping the ruler against her palm.

Twilight shakily pushed back her chair and stood up, approaching Cheerilee step by step. She had been bad. She was going to be punished. She couldn't stop the thought making her wetter and wetter. Her body was as tense as a coiled spring, aching for release.

"Lie down across my lap, and lift your skirt, Twilight."

She couldn't have wanted anything more. Naughty schoolgirls deserved to be punished. Naughty schoolgirls loved being punished. She settled slowly across Cheerilee's stockinged thighs with a gasp, unable to stop herself momentarily sliding her small breasts against her teacher's leg as she moved into place, then settled with her ass in the air. She reached back to flip up her tiny skirt with trembling hands.

"I - I'm ready, Miss Cheerilee!" Twilight gasped, clinging to the chair to keep herself steady.

She barely had time to hear the swish of the ruler through the air before a stripe of pain exploded across her bared ass. "Aaaaah!" she cried out, tears beading in her eyes. The initial sting died down quickly, leaving a throbbing ache.

"You were very naughty, Twilight," Cheerilee told her remorselessly.

Twilight felt the movement of Cheerilee's body as she drew back her hand, and screwed up her eyes as she tensed for the impact.

It didn't help.

"Aaaaah!" she yelped again, as the crack of wood on flesh echoed around the classroom. "Ahh, ahhh, aaah..." Twilight panted, unable to stop wriggling her hips to try to ease the sting. The planks of the floor swam before her eyes, finding herself taking in the scuffs, dents and knot holes with a bizarre, unnatural clarity.

"I'm sorry, Twilight," Cheerilee's voice murmured, "but you must understand the need for classroom discipline." She felt Cheerilee's warm hand slide over her unbearably tender ass, and she couldn't contain a fresh whimper. Then Cheerilee's fingers grazed her molten cunt.

"Haaah!" Twilight gasped, her pussy lighting up with almost unbearable sensation. "Yes, yes, no yes, no yes..." she whimpered. She couldn't stand it. She couldn't think. Her mind was full of sensation, the ache of her abused ass, the pleasure exploding in the core of her being, her eyes welling with tears of pleasure, the wooden planks swaying dizzily back and forth beneath her.

Cheerilee's finger slid into her pussy. Then another. Twilight's hands tightened on the chair legs as she panted dizzily, her hips jerkily bucking against the teacher's hand. It felt good, it felt so good!

Her lips quivered, trying to speak, trying to beg or protest. The scent of feminine arousal filled the air, and she helplessly lost herself, gasping it in with great, ragged breaths. She was so close, she couldn't stand it any longer, she was already lost, and any second-

A third stinging blow cracked loudly against her defenceless ass, and Twilight howled a ragged sound of utter abandonment and release as the shock thrust her over the edge. The classroom rang with her scream of pleasure, fingernails digging into the chair's scarred wood, and the world swirled around her dizzily before collapsing into darkness. Her eyes rolled up, and she slumped bonelessly across Cheerilee's lap.

After a moment or two, her eyelids flickered and opened once more. Cheerilee was stroking her back, her rumpled shirt having ridden up enough to expose most of it, and soothing the stinging ruler marks across her ass with gentle sweeps of her fingers. "That's better. Now pay attention in future, okay?"

"I... I will, Miss Cheerilee..." Twilight murmured groggily. Cheerilee gently lifted Twilight and slid her off her lap, guiding her down to sit on the floor.

Twilight inhaled quickly as her sore ass settled against the floorboards, and she looked up at Cheerilee with dizzy admiration. Cheerilee really knew how to get the best out of her students.

Cheerilee stroked Twilight's mane affectionately. "I know you can be a truly great student, Twilight. You just have to focus." Cheerilee opened her mouth to add something further, and then paused. For a few seconds she looked at nothing, her lips still parted, before awareness sparked back into life in her eyes and she parted her legs slowly. Her tiny skirt slid up her thighs, baring her flushed sex once more. "You just have to show me how determined you are to give your best, by licking my pussy."

"I'll do my very best, Miss Cheerilee!" Twilight replied earnestly. She really wanted to show her teacher how sorry she was for getting distracted, and show how eager she was to learn. Lifting herself up on her knees a little to spare her aching ass the rough brush of the floor, Twilight leant inwards and tilted her head back to avoid poking Cheerilee with her horn as she began to lap enthusiastically at her cunt.

Cheerilee tasted wonderful. She'd never done this before, but it seemed incredibly natural to bury her head between the other mare's smooth thighs and lick up and down her pussy. She kept her eyes on Cheerilee's face as she worked, watching as above her, Cheerilee took hold of each side of her blouse and pulled firmly to spill her soft breasts into the open.

She had to be doing a good job if she was making her teacher play with her own tits! Her confidence renewed, Twilight thrust her pink tongue as deeply into Cheerilee's pussy as she could manage, lapping quickly as she watched Cheerilee pinch her wide nipples and gently smack one breast after the other with the flat of her hand.

Each groan and gasp from the schoolteacher encouraged Twilight to greater effort, Cheerilee's wetness smearing across Twilight's lips as she began to buck her hips forcefully against her student's mouth. Twilight wanted to prove that she was the best student Cheerilee could ask for, and she slid her hands up to caress her teacher's thighs as Cheerilee's gasps took on a higher pitch.

"Steady, just - a little lower, flick your tongue a little faster - slide your hands around, squeeze my ass - that's right - that's good..." Cheerilee groaned, instructing Twilight steadily on how best to please her. "Very good, that's exactly right - well done, Twilight, I - yes, I'm - there...!"

Cheerilee's wetness coated Twilight's lips, the schoolteacher shuddering through a quieter orgasm of breathy gasps and soft yelps. Twilight licked up as much as she could, determined to do a thorough job, and only backed off when Cheerilee managed "That's enough for today, Twilight. G-go and fetch your notes, and turn them in for me to assess."

"Right away, Miss Cheerilee!" Twilight replied with a smile, and rose to her feet. At some point her own blouse seemed to have come undone by itself, and her small breasts were framed by the loose silky fabric. Absently rubbing a hand over her stiff nipples, Twilight moved back to her desk and picked up her notes, as incomplete as they were. Setting the parchment down on Cheerilee's desk, Twilight added "I really enjoyed being in your class, Miss Cheerilee," with a genuine smile.

"I did too, Twilight." Cheerilee told her fondly, resting in her chair with her blouse tugged open and skirt around her waist. "You can go to my office and change back now, and then my request will be finished."

"Okay, Miss Cheerilee," Twilight replied with a smile. Gently rubbing her sore ass, she set off for Cheerilee's office to get dressed again.

Twilight was once again sat on her bed with her new diary, contemplating its contents. This time, however, she was sat on a pillow. It hadn't seemed right to make a fuss of her sore ass in front of Spike somehow, and it was a relief to be on her own so she could soothe herself a little.

She'd gone to see Cheerilee, they'd discussed the historical figures research for a few hours, she'd dressed up in skimpy schoolgirl clothes and gotten so horny watching Cheerilee that she'd started masturbating in class and had to be fingered and spanked to orgasm. Then she'd licked Cheerilee to orgasm in return, like any good student should, changed, and come home for dinner.

Of course, it wasn't as though Cheerilee did any such thing with the foals in her class, but it was different with Twilight as her student. It had been an entirely reasonable set of circumstances. Nothing very exciting, really, but she had used up most of the day helping Cheerilee. The matter of which ponies were acting strangely would have to wait.

'Visited Cheerilee, talked about historical figures. Came home, ate dinner with Spike,' she wrote carefully. Twilight sighed. There really wasn't anything there to help her get a better idea of what was going on.

Never mind, she consoled herself. As long as she kept her eyes open for clues, for anything even a little unusual, she'd figure it out.

Author's Notes:

That all seemed like perfectly reasonable behaviour, don't you think?

Proofing by the ever vigilant Setokaiva.