----------------------- Request Chapter: Cheerilee -----------------------

The following takes place eight years after Maggie's has opened

Lily straightened her back with a groan, peering around at all the books she had just filed. Inside the dusty library, things were remarkably quiet, save for the soft rustling of her friend and partner in crime, Twilight Sparkle.

"Everything okay?" Said partner asked, setting down another stack of books. Lily groaned and pulled the first book off the top, flipping it open and scanning the information on the inside cover.

"I swear, I'll never know how Spike was able to keep up with all this work..." Twilight chuckled and followed suit with the second book, hurriedly placing it where it belonged.

"Well, he IS a dragon... Something to be said about boundless energy and a quick wit." Twilight filed her second book as Lily placed the first. She was getting faster... When they began, Lily could file one book for five of Twilight's... Now she was down to two-to-one, after one short week. "I do need to give you thanks for helping me out. Once Spike left for his... You know... I've been steadily falling behind." Twilight's tone turned more melancholy as she picked up another book. Lily watched the sad magi file it away, letting her fingers linger on the spine for a few moments.

"You really loved him, huh?" Twilight nodded and turned to Lily with a soft smile.

"Not the way a man loves a woman or vice-versa mind you... But he was family. I knew him since I was a child... I hatched his egg, even... I guess you could say I'm his de-facto mother..." She sighed again, fighting tears now. Lily set her book aside and gently embraced Twilight, just in case. Inside her friend's arms, Twilight shuddered but sniffled once and wiped her eyes. "I'll be fine. This is just the course of things, you know?" She picked up another book and checked the info. "Life goes on in this endless cycle, come and go, life and death, all those things and more. I'll get over it. Besides," She pushed the book home and flashed a brilliant, brave smile to Lily. "I've got you here to distract me."

"Hey now." Lily teased, swatting at Twilight with a thin book. "We're supposed to be saving ourselves, remember?" Lily helping catch up with the work that had piled in Spike's absence was only half the reason for her visit. The other half, admittedly, was from Celestia herself. She had a lesson planned for the two of them, and it involved no sex, no orgasms for an entire month. Normally, Lily would have called Celestia crazy and denied the offer, but something about the way the princess made the request seemed so... So demanding... She ended up accepting in the end.

"Don't remind me," Twilight groaned. "It's been just one week and already I can't stand it... Tell you what, we need something to distract ourselves." Lily groaned in a way that mirrored her friend.

"If it's drinking again, I can't... Who'd have thought the princess' star pupil was also a pro with hard liquor..." Lily was still feeling run-down from the celebratory night of drinking that had taken place on her arrival to Ponyville. Pinkie Pie had broken out the reserves for them all...

"No, no drinking... I'm saying something else." Twilight turned around to look at Lily with a warm smile. "It's Saturday night." Lily blinked. "You know, in the Apple's house..." Another blink. "Oh come ON, Lily! Don't tell me you're THIS dense..." Realization dawned on her. She inhaled deeply, her lips spreading in a wide smile.

"Good thing I remember my poker face."

-----------------------

"Oh come ON, Lily!" Applebloom threw her cards down with a huff. Applejack chuckled as Big Mac shoveled the chips towards Lily's steadily-growing pile.

"I'll teach you a lesson or two yet, ya little brat." Lily teased, stacking the chips neatly. Twilight excused herself for a restroom break, ruffling Applebloom's hair as she passed. The young little girl Lily remembered from those long years ago had certainly grown into one hell of a woman... It seemed all of the Apples had it in their genetic code. Applejack, despite being close to 35, was still as vivacious as ever. Big Mac, wearing on 40, was still muscular and fit, and didn't even have any gray in his hair. Sadly, Granny Smith, the matrirarch of the Apple family, had passed a few years go. It seemed it was right around that time Applebloom came into her own, and really began helping out on the farm. She was a few weeks over twenty-one now, sporting a surprisingly curvy form and decent-sized melons. Upon arriving, Lily couldn't help but stare. Applejack had warned her against corrupting her little sister, and they had all laughed it off.

They had spent the first portion of the night discussing how things had been going, Lily, Twilight, and Applejack. Lily had to admit, she was thankful she and Applejack had buried the hatchet the week of the funeral. A five-year grudge had left things awfully tense between the two of them, and Lily wasn't one to be angry at someone for so long. Since then, she and Applejack had become almost as good friends as Twilight. In fact, Lily felt like she had grown closer to all of the wielders of harmony in the past three years or so...

Big Mac waited until Twilight returned to deal again, and that gave the three apples and Lily some time to catch up on what was happening.

"Ah think it's mighty swell of ya to be helpin' out Twilight in her time of need. Truth be told, all of us were mighty shocked when Spike said he had ta leave." Applejack struck up conversation first. Lily nodded solemnly, taking a sip of sweet tea.

"I knew he was a dragon and all... But to hear he had to go off to sleep for a full century? That was what really hit me hard. I mean, a whole hundred years? Twilight will probably never live to see him again..." Big Mac shared a look with Applejack that made Lily raise an eyebrow. "What?"

"Well... Granny Smith lived to be a hunnert and twenty-seven... And she worked hard jes' as long as she could. The kinda life that Twilight leads, plus with her magic an' all... Chances are she might see him agin." Lily blinked.

"Wow, really?"

"Well o' course." Applebloom chimed in. "Ah'm takin' a home course in biology from a Manehattan college, you know, book studyin' and mail-in tests, and Magi live a lot longer lives than humans and avians, because of the magic inside of 'em... If they don't get hurt real bad or live unhealthy lives... The longest-lived magi was I think over four hundred years old." Big Mac shuffled the deck, adding his own surprisingly educated two cents.

"Starswirl." He grunted. Applejack snapped her fingers and thumped a fist on the table.

"Tha's the one! I remember hearin' his name from somewhere... Ah'm sure Twilight knows 'im."

"Knows who?" The smiling magi swept back in the room, taking her seat next to Applebloom and Lily.

"Starswirl... The uh, uh..." Applebloom struggled with the last bit. Twilight practically shoved the words in her mouth, lighting up like a Hearth's Warming Eve tree.

"Starswirl the Bearded! Of course I know him! What'd you wanna know?!" She was almost too excited. Lily was fearful to engage her...

"We were wondering how old he lived to be..." Lily watched Twilight wilt slightly at the mention of age, in light of her current predicament.

"Oh... Well... Starswirl the Bearded was known for a lot of things in his lifetime... He was the spearhead for a lot of revolutionary research, and could be called the father of a lot of modern-day spells. But what a lot of people don't know is, past a hundred and fifty years, he was very frail, and very old. In the end, he lived to be four hundred and seven. But the last two hundred and fifty years or so, it was all he could do to get around. Granted, that was because he was saving himself for his magnum opus, so to speak." Twilight had the attention of everyone at the table now. Lily gestured for her to continue with the story.

"Another little-known fact of Equestrian history for you all... I only know it because Celestia taught me this herself... I thought the city was a lot older than this... But Canterlot is only six hundred years old or so. Younger than Trottingham, which is the first city in Equestrian history." Lily gave a slight 'huhn' of acknowledgement before Twilight continued. "The last two hundred years of his life, Starswirl the Bearded began preparing a massive spell at his private home. Not even his assistants knew about it. They thought he was returning to the basement because that's where all of his research was stored. That, and none of them worked for him for more than twenty years or so. Half of them were just students who moved on... But the last day Starswirl was alive, he put the spell into effect." Twilight's eyes lit up as she looked up to the cieling, almost as if imagining herself there.

"All of his assistants got this nagging feeling that they should leave... Like, immediately. They left their belongings behind, teleported as far away, or ran, or both... When he put the spell into play, Celestia was watching the events unfold from her castle in the Everfree forest. Applejack, you remember, where we fought Nightmare Moon? Imagine how far away that is from Canterlot. She could see the effects of Starswirl's spell from that far. In fact, almost everyone across Equestria could see it... It lit up the night sky, and cleared out all of the land that Canterlot now sits on. With his last breath, Starswirl embedded his power into the bedrock around him, completely crystallized the stones, flattened the land, and laid the groundwork for what is now Canterlot." There was a chilled silence that hovered over their heads as Twilight finished her story, leaving all of them to wonder at the scope and scale...

"I asked Luna about it a few years ago... This was during her sentence on the moon, mind you, and even she could see it. And Lily, you remember the caverns beneath Canterlot, all those crystals?" Lily nodded in rememberance. She had only been through that area once before, and only to visit a darker side of the royal family... "Those crystals are among the most valuable substances in the world. Rogue magi have been trying to harvest them for ages. The smallest sliver is worth a kingdom, and is charged with more power than even I hold. Celestia spends a lot of her time implementing countermeasures, keeping greedy men and women away from the caverns."

"But, why, though?" Lily asked. "If those gems are as powerful as you say, Celestia could very easily eliminate the changelings, the rogue diamond dogs... She could ensure the peace of all of Equestria for... Well, forever!" Lily wondered why the princess hadn't utilized such a great asset... Twilight shook her head.

"Lily, those crystals..." She leaned in slightly. "That's all we have left of Starswirl the Bearded. They hold his mind, his knowledge, his heart and indeed, his very soul. Put yourself in Celestia's shoes, and put... Say, Maggie in the place of Starswirl... You could sacrifice the life of your best friend, the most talented mind in all of Equestria, and wreak havoc and devastation on the masses to protect a handfull of the ones you love..." Twilight leaned across and tapped Lily's chest. "But what would Maggie say to that? How do you think Starswirl would feel? How Celestia would feel?" Twilight shook her head and leaned back again. "Using the power Starswirl left behind would cost the one thing none can put a price on. The life of a human. A friend."

Maybe it was the changeling in her... Lily couldn't see letting such a valuable asset go to waste just sitting underneath the city... She could hardly imagine not ridding the world of every threat that ever could harm her, or the swarm... Then a feeling of dread washed over her. What had she just considered? Would she really do that? If she were in Celestia's shoes, could she sacrifice a friend, a loved one, and kill untold numbers of others, just so she and hers could live in peace? A peace bought on blood, sacrifice, and heartlessness? She shivered and hung her head.

"I guess not..." She mumbled, slightly embarrassed. It was then she felt a card hit her forehead, snapping her out of it. "Hey!" She said, quickly snatching the rectangle before it hit the table. Her other hand rose to the mark on her forehead. Twilight and Applebloom burst out laughing as Big Mac dealt the rest of the cards.

"Don't be so down about it, Lily." Twilight teased. "It's up to us to make our lives worth it. Like Starswirl did. Granted, none of us here could probably level a city and create the most valuable substance known to anyone, but what we can do is make memories." She waved a hand around to the five present. "Each of us here lives on in the hearts and minds of others. It's stories like Starswirl's, like Granny Smith's, like Spike's... That's the true meaning of friendship. That's the magic behind it all. Not spells, not power... But memories." Twilight stood and rose her glass. "Let us never forget this night, or any others." They all clinked their glasses together and drank to memories.

"Ah'm still gettin' mah chips back from Lily." Applebloom muttered, making them all laugh and sit back down to enjoy the game.

------------------------------

"Hey Lily?" She looked up from the shelf she had been organized to Twilight standing on the balcony above her.

"What's up?"

"I just remembered, today's Wednesday. We normally make a delivery to the school. Could you help me put the books together and take them down there?" Lily smiled and stood, dusting her jeans off.

"Of course. Tell me what you need..." They set about fulfilling an order form, pulling about twenty books off the shelves, most of them children's fiction or autobiographies of sorts. Packing the books into bags, Lily and Twilight set out on the short trek to the nearby schoolhouse. It was a bright, sunny day, and the two women laughed and joked about poker night, how they were looking forward to the next one. Arriving at the school, they were greeted by cheers and smiles all around as the children swarmed in to help them unpack. They were herded, more or less, by a surprisingly harrassed-looking schoolteacher.

"Good afternoon, Miss Cheerilee." Twilight greeted the woman, who responded with a warm smile.

"Thanks so much, Twilight. Oh! Where's Spike?" She asked, looking around for the lanky teenage dragon. Twilight sighed and started explaining, Lily, on the other hand, tried to sink back into the shadows. Kids... Why did it have to be kids? She watched the short little creatures run about and holler, laugh, and generally just be kids... Which made her shiver even more. She didn't handle kids very well.

"Lily?" Twilight's voice shook her from the rut she had fallen into, making her blink.

"Hmm? What?"

"I said we're done here. I have the order for next week. Come on, let's grab some lunch before we head back." She chuckled at Lily's expression as they waved goodbye to Cheerilee and left the school. "You don't deal with kids very well, do you?" Twilight asked when they were about a block away. Lily shook her head violently.

"Not at all. I don't know what it is, just... They set me on edge..." Lily admitted. Aside from Ajax, kids were the only thing that scared Lily. Again, maybe it was the changeling in her... Unable to reproduce naturally, there had never been a changeling mother. Aside from the queen, who bore the youth... The thought of having a child of her own never occured to Lily, so seeing someone else's children was always a shock. It didn't happen often, given the business she was in.

"Relax, the nightmare's over." Twilight teased, swinging the empty bag at Lily's rear. She got a squeak and a return swat, laughing as they made their way into the cafe'. They chatted over lunch and made their way back to the library by early afternoon, where they continued catching up on work. Twilight had offered Lily the now-vacant bedroom just down the stairs from her own when Spike had left, saying having someone, anyone there would help her cope. That, and they would be together for whatever it was Celestia wanted for them. Maggie was understanding and even a little thankful to have Lily gone, saying the poor woman needed an extended vacation. Lily bid farewell to the other girls and retreated to Ponyville for a much-deserved month of easy physical labor and, admittedly, some memory making. The sun had gone down when Twilight grabbed Lily's attention once more.

"Hey, apparently Pinkie Pie needs some help with something. I don't know what, but she said she needed me to come over right away. You know Pinkie... I'd never hear the end of it if I denied her. I'm headed over there now, and I don't know how late I'll be back. You'll be okay here alone?"

"Of course," Lily waved her off, gesturing the the dwindling pile of books. "I'll just file some more, then maybe enjoy a glass of wine out on the balcony. Can I use the one in your room?"

"Sure. And remember," She shook a finger at Lily. "You had better behave. I moved all the toys to storage, and it's locked with a spell. I come back and find out you fingered yourself on my bed, both me and 'Tia will be angry with you." Lily chuckled and waved her off.

"Get going, would you? I won't muss your sheets with my spunk while you're out. Tempting as it sounds."

"I mean it, Lily!"

"Go!" She tossed a book at the fleeing magi with a laugh. "And tell Pinkie I said hi!" She got a wave over the shoulder in return, allowing her to return to the task at hand. She filed books for another hour or so, stretching her arms over her head when she had had enough. That glass of wine and some stargazing was sounding better and better to Lily now. But first, a shower. She stripped and focused on scrubbing the dust out of her hair and skin, thankful she hadn't paid a second thought to relieving the pent-up stress. How she was going to make it the three weeks left, she never knew... Maybe Twilight had a spell... She dressed in a muscle shirt and shorts, staying cool in the warm summer night air. Just as she was headed back down the stairs, though, the doorbell rang. Arching an eyebrow at the clock, Lily figured it was too late for anyone to be visiting, really... Maybe Twilight forgot her keys and locked herself out or something... She opened the front door and was greeted by none other than Cheerilee.

"Oh!" The surprised schoolteacher said, noting Lily. "I-I'm sorry, I know it's late, but I just finished grading and I wanted to stop by to talk with Twilight... Uum, is she in?" Lily breathed a sigh of relief at the strange visitation's explanation.

"I'm afraid not, she's stepped out for the night... I don't know if or when she'll be back. I mean, if there's a message or something you wanted to leave..."

"No, no, that's fine..." Cheerilee looked crestfallen. "I wanted to talk to her about Spike. He was a favorite of the kids, and I wanted to tell her how much he meant to them, was all... I suppose I can try back tomorrow night. I'm sorry to bother you, uuh?"

"Lily." She extended her hand with a friendly smile.

"Lily... Lily... I've heard that name before... Wait, you're a-" She was cut off as Lily shifted into Liam right then and there, her clothes accomodating the change well.

"Changeling, yes." Cheerilee squealed in delight. In eight years, changelings had gained a sort of reputation through Equestria... A mixed one, for sure, but there were a few who were in good standing with the throne, who, like Lily, lived normal lives. Apparently Cheerilee was of the supportive party.

"That's incredible! I've heard about changelings, read stories, and Twilight was kind enough to share yours with me. But, well, pardon the intrusion, but I'd love to hear the story from your point of view. If that's okay..." Cheerliee seemed to be fidgeting a little now, standing on the threshold of the doorway.

"Oh! Oh yes, of course! I'm sorry, I should have invited you in a while ago, where are my manners! Come in, come in. Surprisingly enough, I was about to enjoy a glass of wine out on the balcony. Would you like one as well?" The flustered teacher stepped into the quiet library with a warm smile.

"I think that would be lovely, Lily." Cheerilee stepped in, and in the warm candlelight that lit the library at night, Lily finally got a good look at the teacher. She wasn't terribly old, maybe in her early forties. Her hair hung in large curls down her back, and she wore a simple dark skirt with a white blouse. She wore the years well, her frame one of envy for women quite a few years younger than herself. Tall and curvy, the school teacher sported a shapely bust and wide hips. Lily found herself looking as she fetched two glasses and a bottle of wine. Together, they went through her guest bedroom and onto her personal balcony. Twilight's had the better view, but Lily supposed Cheerilee was here for companionship and not stargazing, so she kept the trip short and sweet. Stretching out on two long patio chairs, Lily poured two glasses and clinked them together as she took her first sip.

"What did you want to know about me?" She asked, setting her glass on the short table between them. Cheerilee sipped at her own once more before setting it down as well.

"Just, about you, I suppose. Your story. Twilight is quite good at telling stories herself, but nothing like getting it from the source, if you catch my meaning. I mean, Twilight hinted at it, how you had... You know... Taken her and her friends... So you can omit any personal details if you'd like." Lily raised and dropped one shoulder indifferently.

"It doesn't matter to me, either way. I can tell you the edited, abridged version, or the whole thing." Cheerilee checked her watch, then the remainder of the bottle.

"I think I've the time... Let's hear the whole thing."

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"Oh my... That's... Quite the story." Cheerilee said at last, two glasses of wine and about an hour later. The crickets were serenading them now, the full moon high in the sky as they topped off their glasses once more. "Celestia herself, really?"

"Oh goodness, yes... There was actually a bit of a controversy a few years back... The tabloid press thought Celestia was, well, raping her students. Thanks to the whole deal, she moved that room from where it had been to Maggie's. She doesn't visit as often anymore, but there was a time..." Lily chuckled. "I'd see her dragging someone or another down there about once or twice a month."

"Honestly, I had no idea... I always thought of them as a sort of... Well... All-powerful ruler. Of sorts. I didn't know they were just like us..." Cheerilee took a hearty sip and sighed. "I don't suppose you'd want to hear the boring story of a tired school teacher, huh... After such an exciting story..." The bags under her eyes were almost painfully apparent.

"Miss Cheerilee..."

"Please, just call my Cheerilee." She cut Lily off, sighing. "My students call me 'miss.'"

"Well, Cheerilee... Please, tell me your story?" The teacher looked over at Lily, arching her eyebrow.

"Really?" Lily nodded. "Well... Like I said, it's not very exciting. I suppose I'll start from the top. I was born into a middle-class family, my mother was a real estate agent and my father a police officer in Manehattan. I grew up in the metropolis, and lived a fairly average life. Aside from watching one Summer Sun celebration one year, I mean average. Good grades, kept my nose out of trouble, never really achieved anything too special. I found my calling as a teacher during high school, when I became really close to the entire staff at my school. A lot of them took me under their wing, and showed me many wonderful things about education I had never really considered from the student perspective. I just... Identified with them. I went to college to get my degree in early childhood development, did well in my studies, and joined a teachers union that found me a job out here. When I arrived, the previous teacher was close to retirement, and she and I worked together for two years before I took over the classes. I've been teaching for twenty full years now..." She sighed softly and took another hearty sip of wine.

"I see classes come and go, and many of the children excel. You get a few bad apples who don't do very well, but I hear they almost always straighten up during middle school. The town lacks a proper high school, since the population isn't very large... In fact, quite a few parents home school their children after middle school. The children help in the surrounding farms or businesses, while very few are sent to Canterlot boarding schools. I help out with certifying the parents so their children can get proper diplomas and move on to college if they wish, or some, like Applebloom, take college courses from home. I know it's in her family to run the farm, and she's taken quite a liking to the work, but I have to admire a child with enough sense to keep learning, even if it's unrelated to their life's work..." Lily smiled and nodded. An education was an important thing, and it was very mature of Applebloom to continue studying.

"It sounds like you have a passion for your work, Cheerilee." Lily said, topping off their glasses. They had already downed the entire bottle... Wow... She was greeted with a smile and another sip. Cheerilee seemed to lose a few years in that moment.

"Yes... I'm extrememly fortunate to live the life I do. Nothing makes me happier than knowing I've given someone a foundation for the rest of their lives. Whenever I get a letter from someone in college, or who used a lesson I taught them long ago to accomplish something great, I feel so much better..." The years came back as she sagged visibly. "But it's so taxing... Dealing with children year after year is almost infuriating, to tell you the truth. Children have a way of wearing you out. I'd hate to admit it, but I'm getting on in years... I almost live for every summer now. Tomorrow's the last day of this year, and everyone's off... I just wish there was a way to revitalize, to recharge, if you get my meaning. Lily smiled over the rim of her wine glass.

"Wellllll..." She led into it as Cheerilee looked over.

"Hmm?"

"It doesn't work for everyone, but I have to say, nothing helps me unwind like a good... Ahem..." She let it trail off, smiling as Cheerilee picked up on the implied meaning.

"Oh... Oh! I see... You... You ARE a changeling... I don't typically... Erm, prefer women..." Lily shifted into Liam immediately, chuckling at the expression she got in return. "Oh, darling, no! I couldn't! Th-that's just too much to ask..." Lily sat up and reached out to take Cheerilee's hand with a smile.

"Cheerilee, it's fine. You need help, and I'm willing to give it to you." Cheerilee fanned herself with one hand, and gave Liam's big mitt a reassuing squeeze with the other.

"It's not that, really..." She muttered, a gentle flush rising to her cheeks. "It's... You see, you're rather... Ehm..." Her eyes flickered up and down Liam's big frame. "Large." Lily blinked for a moment, her foggy mind taking a moment to comprehend the hidden meaning, before her lips split into a large grin. Soon enough, she shifted back into Tobias, the shaggy-haired, amber-eyed magi she had used to seduce Twilight long, long ago. The effect it had on Cheerilee was almost visible.

"Better?" She teased, scooting closer. Cheerilee was speechless, her eyes pointedly roving up and down Lily's much more slender frame. She distracted Cheerilee with a kiss to her fingertips, eliciting a thin whimper before Cheerilee found her voice.

"Aah, yes... M-much better. I... I just, oh I don't know, Lily... I have to go to school tomorrow, and while it's an easy day, I do need to be there early and I've already had enough to drink... I don't know if... If I can find a substitute in time or... Or... That feels amazing..." Lily had started pressing kisses to her hand and up her forearm now, her lips pushing the loose hem of her blouse up her arm gently. She was kissing the sensitive skin on the crook of her elbow now, eyes closed as her lips focused on finding those erogenous zones.

"I think," Lily muttered softly inbetween kisses. "The children can manage without their teacher for one single day. And would it really be so bad if they couldn't find a substitute? It's one day of the year, at the very end." Lily had to admit, she was pushing... She wanted it just about as bad as Cheerilee needed it. "How long has it been since your last time?" She muttered, moving her lips back to Cheerilee's fingertips, giving them a teasing suck of a kiss. She watched the teacher gnaw her lip, considering all the options.

"F-four years..." She groaned. "Since I was with... Anybody else... Since then, I've... Handled things on my own." The whimpering tone of her voice was enough for Lily to ramp it up a notch. She gently took Cheerilee's finger into her mouth, sliding the digit down to the second knuckle with a gentle moan. The effect was both immediate and unexpected as Cheerilee arched her back from the patio chair, shivering visibly. She had gooseflesh... "Mnn! Okay, okay..." She pulled her finger away, leaving Lily's mouth with a firm smacking sound. The changeling grinned as Cheerilee stood on shaky legs.

"Shall we?" She asked, standing herself, gesturing back to the guest bedroom. Cheerilee gave a whimpering nod and followed Lily inside, her fingers shakily working at the buttons of her blouse. Lily stripped the muscle shirt off just as Cheerilee pulled the fabric aside to reveal her flat stomach, a lacy black bra, and a rather deep blush.

"D... Do you like it?" Cheerilee asked bashfully, her hands caught halfway between covering her semi-exposed breasts and hanging aimlessly at her sides. Gently, Lily took her trembling hands in her own, and leaned in to press her lips to the tense woman's.

"I like it a lot..." Lily whispered after the kiss, sliding her hands around to Cheerilee's back gently. Cheerilee rested her own hands on Lily's flat chest, stepping closer for another passionate kiss. She must have been so lonely, so deprived, because once Lily got her bra clasp popped, the teacher began kissing and feeling a lot more eagerly. Quite a bit more, to be honest... Her firm actions got a rise of a different kind out of Lily, and she felt Cheerilee grind their hips together, standing at the edge of the bed. Well, one of them was standing now... Lily felt a pair of insistent hands push her down, leaving Cheerilee bare-chested at the edge of the bed. Her breasts stood out in the soft moonlight, the cherry-sized nipples almost painfully obvious in how hard they were. Lily groaned and felt the front of her shorts rise in an obvious bulge, and it didn't go unnoticed by Cheerilee, either.

"Would you like the stockings off or on?" The sultry teacher asked, her fingers pushing the zipper of her black skirt down. The fabric fell to the floor, revealing lacy black panties and a seductive garter belt holding up the stockings on Cheerilee's long, sheer legs. Lily flashed a seductive smile at her, flexing to push the bulge out more.

"Leave them on." Obligingly, Cheerilee slid her panties off, leaving the sheer fabric clinging to her legs. Bare from the waist up, and revealing a well-kept, curly bush underneath, the sight of a fully grown woman in tights was almost unbearable. Thankfully, she didn't have to endure it for long. Cheerilee's long, slender fingers hooked the hem of her shorts, smoothly pulling them down to allow her thick, eager member to spring free and bob in the air. Another one of those hands rose to the hard shaft, wrapping fingers around the flesh with a small smile.

"Can... Can I ask that we... Warm up a little more? It's been an awfully long time since I've... Had a taste... Or... Or been tasted..." Lily was almost too eager in nodding her head, her hands twisting the blanket atop her bed into fists. She had to release it, however, as Cheerilee slid up onto the bed fully, beckoning Lily to lay back in the open area in the middle. The dark, sheer-clad leg swung over her head, settling into the bed next to her shoulder, exposing Cheerilee's tender womanhood to her. Just as she felt the woman's hot breath wash over the head of the shaft, Lily slid her hands around to the small of Cheerilee's back. Slowly, the teacher went down, and Lily came up...

That first contact was blissful. Lily could tell it had been a while for the teacher, given how her lips hesitantly kissed the head a few times, afraid to open and take it in just yet, but that didn't curb Lily's enthusiasm. Nuzzling the hair softly, she moved her mouth to kiss her hidden clit, giving the slightest of slight moans before her tongue snuck out for a small taste. Cheerilee's arousal hit her tongue full-on, and she found it hard to resist plunging in for a better taste, more of a feel... Indeed, she could hardly hold back at all... In the end, she couldn't...

"Haahn!" Cheerilee gasped as Lily pushed her tongue into her waiting hole, smoothly using her muscular appendage to part her walls, slide as deep as she could manage. She was rewarded with a VERY enthusiastic mouth wrapping around her own pulsing shaft. Gasping out loud, Lily felt herself flex inside of Cheerilee's mouth, prompting the teacher to slide lower, and lower still... When she felt the opening to Cheerilee's throat, Lily knew she was dealing with a professional. Apparently her partner, while it had been a while, had learned some pretty damn good techniques in her past. If the twitching in her stomach was anything to indicate, she was picking them up again rather quickly. In fact, Lily couldn't hold back. She buried her tongue inside the delicious walls above her mouth, flexing her load directly to the back of Cheerilee's throat. Gulping audibly, the teacher swallowed every drop, her flexing mouth milking everything from Lily. If the shivers and throaty moans were any indication, she had elicited an orgasm of her own.

"Pwaah!" Cheerilee pulled back with a gasp, her chest heaving as she pulled her wet core away from Lily's mouth. "Tasty..." The teasing word made Lily smile as she looked up at her, still laying stretched out on the bed. "Are you good for another?" Lily knew if she asked the same question, she'd more than likely get a heartfelt affirmative response. So she just nodded and flexed. While it had been about a week and a half for Lily, it HAD been four years for the teacher. Wondering who was going to enjoy this more, Lily felt Cheerilee spread herself open, and smoothly spear herself on the eager shaft. The motion caused her mouth to hang open wordlessly, her center shifting with a powerful flex. She had stayed in shape all these years... That would explain her flat stomach, toned thighs. She probably jogged.

"Kuh..." Lily moaned, feeling her head begin to swim. The alcohol had to be to blame for that. Nevermind the sight of Cheerilee's wet lips dragging up and down her shaft, the full breasts jumping as the hands on her chest splayed out, almost like they couldn't touch enough of Tobias' flat chest to be happy. Her hips started off just rising and falling, but a slight re-adjustment seemed to unlock a whole new range of motion. Smoothly, Cheerilee began riding her back and forth as well, gasping as she felt that throbbing manhood press to more sensitive areas deep inside of herself.

"Aah... Gonna..." Lily grasped both her muscled thighs, following the rising and falling, bucking motion smoothly. Cheerilee drove her hips down, impaling her core on that shaft once more as her climax gripped her entire being. Shaking and quivering, Cheerilee dug her nails into Lily's toned chest as the desire rose to another peak. "I... I can't..." She whimpered, her legs shaking. "I want more, but I can't move..." Gentle as can be, Lily rolled her over, taking the dominant position so Cheerilee could recover. Their lips met over and again in a passionate exchange before Lily started sliding in and out once more. Her long, slender legs wrapped around Lily's waist, her ankles locking together and rubbing the silky-smooth fabric of her stockings into Lily's skin. The sensation was almost too much to handle as she started driving in a little harder, a little faster.

"More." Cheerilee panted inbetween wet, tongue-filled kisses. "Please. More." Her breathy plea was not unheard, and Lily let loose with a torrent of wild and fast thrusts. For it being the first time in a few years, Cheerilee was handling the roughness extrememly well. Her third orgasm was punctuated by as close to a scream as she could manage, given her voice kept cracking. Every muscle underneath Lily seemed to tense, the slick walls clamping down to make the slow, even thrusts that much more pleasurable. The way they flexed in waves seemed almost like she was trying to milk that thick cock inside of her...

"Inside?" Lily whimpered. More out of habit than anything.

"Please... I... I can't... You don't have to worry." Cheerilee managed to slur her words, a combination of the wine and coming down from her second intercourse-based orgasm in much too long a time.

"I c-can't, either..." Lily panted, leaning in to mash her lips to Cheerilee's eagerly. She loosed a stream of cum deep into Cheerilee's pulsing walls, grunting against her lips as the orgasm carried her off on a cloud of wonderful steam. Exhausted, completely spent, Lily could barely formulate the thought to slide out before she slumped off to the side, rolling on her back so the two were spread-eagle, legs crossed at the ankles and hands blindly searching for the other's. They finally met, fingers curling together. A few more heavy breaths until Cheerilee was recovered enough to roll up onto her side, scooting close against Lily's as they stretched out in the musky, heavy summer air.

"Thank you, Lily." Cheerilee spoke softly. Her breath teased the fine hairs on the nape of Lily's neck, making her shiver.

"Anytime..." She panted in reply, still recovering from the exertion.

"Really? Because... You know... I have a lot of free time in the summer... And at this point, I just don't see myself settling down with anyone... Can I... Maybe... Come visit your place in Canterlot? Now and then?" Lily turned her head at the blushing school teacher, smiling wide.

"Anytime." Her reply was the same, a smile spreading across her lips as she leaned in for a deep, passionate kiss. They took a few moments to slide under the covers, Cheerilee meekly asking if she could sleep there for the night. Lily didn't know how Twilight would feel, but one way or another, she wasn't about to put the fatigued teacher out for the remainder of the night. They stretched out and slipped off peacefully, Cheerilee smiling the entire night.

----------------------------

"Celestia is going to be very mad." Twilight grumbled at lunch the next day. Sandwiches on her balcony under the shade of the tree.

"I know this." Lily smiled and took a swig of sweet tea.

"I'M very mad."

"This I didn't know."

"How could I not be? I go out and tell you to behave, and you invite Cheerilee into my home and have sex on Spike's old bed! As a guy! With Ponyville's only elementary teacher! Who doesn't show up for work today because she's, quote, 'Fatigued!'" Twilight set her sandwich down, ticking off each point on a finger as she fumed. "And you refuse to even tell me how it was!" Lily laughed then, the type of table-smacking, foot-stamping, belly-rolling laughter that made everything alright. Twilight joined in.

"It was good. Not the greatest I've ever had, but so help me I needed that if I'm going to make it the next three weeks with nothing." She sipped her tea again as Twilight mumbled grumpily.

"Should go do one right now, in front of your eyes, just to spite you." She munched into her sandwich with a blush. Lily shrugged.

"I've already incurred the wrath of our princess. If you want to risk it, go right ahead." She teased, watching Twilight struggle with herself. Finally, she stood up, stomping away into her room. Lily watched the indignant jumping of her ass as she thumped off and away, smiling to herself. Twilight returned from her dresser holding something in her hand. Lily went to raise her hand for another sip of tea when she found she couldn't. Straining hard, she felt the tingle of magic wrap around her arms, chest, and legs. She was bound!

"You wouldn't dare..."

"Hey, at least I don't go fucking teachers on my friend's bed!" Twilight said, quickly pushing her shorts and panties down and sitting opposite Lily. She parted her legs and slid the bud vibrator down to her glistening petals, biting her lower lip.

"Come on, Twi, this is torture."

"Nothing compared to what Celestia will do to us, I'm sure..." She whimpered, rotating the vibrator in a circle around her clit. Her fingers glowed and the faint mechanical hum filled the air, punctuated by a gasp. Lily writhed against the magical bonds as best she could.

"Seriously... Can... Can I at least touch myself?" Lily whimpered pleadingly, feeling herself get wet at the arousing sight.

"How many times did you cum with Cheerilee?" Twilight asked, pointing the vibrator at her.

"I-"

"How many?"

"... Twice." Twilight set the vibrator against herself once more, squirming her hips.

"Then once I cum twice, you can help me with the third... And all the ones after it..." Lily felt her chest tighten.

"What... What about Celestia?"

"Yes, what about Celestia?" Both girls froze as the princess appeared on the balcony, arms crossed as she peered down at both of them. Twilight dropped the vibrator, the annoying vibrations ringing out as it crawled across the balcony towards Celestia's feet, where she raised one foot to pin the running vibrator under her toe. "You girls..." She sighed. "Can hardly go a single week without resisiting." In her hands appeared a thin leather riding crop. She swatted the palm of her opposite hand, grasping the thin rod with the type of smile Lily would just as soon go without seeing on the princess' beautiful face. "It appears I'm going to have to teach you both your lesson right now..."

------------ Notes from the Author ------------

Okay, lots of shit happened in this chapter. Which is odd for a request chapter. (Thanks to Kyletra for this, by the way. He's a friend I text with regularly, and has helped me out a lot.) SO! I'll re-intorate all that was implied here, in addition to my plans in the future.

Applejack and Lily "Buried the Hatchet." There's a request chapter for Applejack coming up in a few more requests. I plan on covering this there.

Applebloom is all growed up! As part of her Manehattan college, she needs to go to Canterlot to study from the library there for a week, and to skip on costs she stays at Lily's for a few weeks. Hilarity and sex ensues. (Mind you, she's 21 at this point in the story. And if you remember back to the VERY end of chapter 7 of ADKOL, She and the crusaders are headed to Maggie's for some grown-up fun. Emphasis on GROWN UP! I REPEAT! GROWN UP! I swear if I get ANY shit from ANYONE about the crusaders not being old enough, I will... I'm gonna cry. I'm getting sidetracked. End parenthetical here.)

I KNOW! I KNOW! You want to see more Lily/Twi/Celestia. I'll write it. I promise. It'll go at the bottom of the list, and it'll be two chapters wrapped in one. There will be the one at the end of "Public Disgrace" I never wrote, and this one as well, all put into one. You'll love it, and I can appease the masses.

In the end, I really enjoyed writing this chapter. Like, a lot. A whole lot. I implemented quite a few story elements, and I feel good about the clop both length and content-wise. I hope you enjoyed, and thanks to Kyletra fro the request!