(Mature chapter. I don't recommend skipping. Please enjoy)

Bright and early, Star had breakfast with his folks, informing them he might sleep over a friend's before trotting out the door. Granted his only real friends around Ponyville were all mares, but his parents were kind enough to not say anything. His mother even looked pleased. Odd that. So, a bit of nervousness dancing in his belly, and a tingle in his wings, he made his way to the library.

Spike was up already, in his morning routine of book-dusting and general cleaning. He smiled to the colt and gestured to the basement when Star asked for Twilight. Downstairs, he found the lavender unicorn deep in her massive tome once again. A few reference books floating near her head.

“Hey Twilight.” He stopped short of her podium and tilted his head. She looked tired, a little darkness under her eyelids. “Um...everything ok?”

She started at his voice and shook her head abruptly, “Oh, sorry Star. I figured out what I was missing last night and I've been up ever since. It's amazing how I completely overlooked the equation for temporal resonance plus mass times the variable of condensed magic divided by the probability of string theory. It's all so simple, all I have to do is compress energy until it creates mass, then re-loop it's electron displacement on itself in a temporal circle. Using chain reactions I think I can tear apart matter and put it somewhere else! With this much compressed independent energy, I could set something up to teleport ponies without needing a unicorn! Why, we wouldn't need trains anymore!” She clapped her hooves together excitedly.

It was Star's turn to shake his head free of the slight daze. “I'm sorry Twilight, I....reeeally didn't understand that.”

She seemed to refocus and glance down her nose through her little reading glasses, “Huh, oh, sorry, I'm just so caught up in this. What I can't figure out is why no pony has done this yet.”

“Sorry Twilight. Stars and moons are more my thing. I can't help you with that.” He smiled at the other pony.

The unicorn waved a hoof dismissively, “Oh, it's fine. You know how excited I get with new discoveries.” She buried her face back in her tome, a quill held in her magic scribbling away at parchment on the far side of the room.

Star cleared his throat. “Hey, Twilight. About that spell?”

“Uh-huh” The scribbling continued unabated.

“Can you do it?”

“Uh-huh” She never looked up.

“Twilight...the spell for me to visit Cheerilee without siring?”

“Sure...” Long moments passed. He sighed and leaned up on the podium to put a hoof between her nose and the book., “Huh? Oh, right.” She blushed and rubbed at her eyes, “Sorry, the all-niter is catching up with me.”

Star frowned, “You said this spell was pretty complex. You sure you got this? I can come back tomorrow when you're more refreshed.”

She smiled and shook her head softly, “No, Star. I don't want Cheerilee to suffer any longer than she has to. You colts have NO idea what's it's like. And Cheer....she's never had a stallion during her estruses.” She frowned, glancing down at the book, “I...do what I can for her but...”

Star nodded, “This is less about helping me find an answer and more about helping her have something special, huh?”

The lavender unicorn smiled weakly, “Yeah...is...that wrong? I feel like I'm sort of using you Star. I just...I realized how much I've been ignoring her these last few weeks and...well...you came along with that crazy story...” She sighed softly, “Does that make me a bad pony? It all just fell into place.” She used her magic to set aside her reference books and rubbed at her eyes. “I mean, you already have a bow in your hair and everything.” She giggled.

Star blinked, “What do you-” He trailed off as her magic pulled something free of his mane. It was the black-satin ribbon from Luna's wing. He felt his chest tighten. “I...guess you're right.” He closed his eyes and chuckled softly, “No Twilight, it doesn't make you a bad pony, if I'm ok with going along with it. Just like you, I'd like to see Miss Cheerilee smile. I guess we're co-partners in this, weird little gift, huh?” She nodded, her magic pulling his mane back into a pony-tail and retying the ribbon.

“I assume that's Luna's?” He nodded, “It suits you. Gentlecolts used to wear their manes like that. It makes you look...umm...dashing I think.” She nodded approvingly with a giggle, “This is like some terrible cheesy romance novel, isn't it? The dashing gentlecolt knocking on the door of the suffering maiden, and with a wink and a smile, whisks her off her hooves and carries her into the bedroom, his warm lips pressed to the small of her neck...and...oh...I rambled off again didn't I?” She blushed.

Star raised an eyebrow, “Just how many romance novels have you read?”

She tapped her fore-hooves together awkwardly, not meeting his questioning look, “A...A few. It does kinda get lonely just studying all the time you know.” She added defensively.

“It's ok Twilight, your secret is safe with me.” He smirked, “Now...the spell? Mustn't keep the, what did call her, 'suffering maiden' waiting for her perfect gentlecolt?”

She smiled and nodded as her magic resorted tomes from a pile, pulling a small purple book to her podium. She gave a little yawn and flipped through the pages, “You know Star, you're awfully calm about all this. I remember when Miss Cheerilee had to give the sex-ed classes and asked me to help with the diagrams. I've never seen a pony so bright red from embarrassment.” She tapped her hoof to her chin, reminiscing. “Why, I remember when Scootaloo asked why her wings stiffened whenever you kissed her.” She covered her hoof with her mouth, fighting a laugh. “You were adorable when you tried to sink into your desk.” She gave a soft giggle as she found the page and pushed her glasses up on her nose. “Well, enough teasing you, Mister Gentlecolt. Let's help Cheerilee.”

Her horn glowed, she furrowed her brow in concentration. Long moments passed, nothing seemed to be happening. She frowned and shook her head clear, blinked her eyes and her horn glowed a little brighter. After a few moments, Star felt something tingling between his thighs. It was subtle at first, like an itch. Then it grew warmer, then uncomfortably warm. He blinked as he realized it was his stallion-sack that was feeling weird.

“Um..Twilight, it's...it's feeling a little too warm.” He noted, a slight tremble of nervousness in his voice.

“Shhh...I got this Star. Almost...” She bit her bottom lip, horn glowing like a tiny beacon.

His balls were on fire. Oh how it burned, he gasped and collapsed to the floor, clutching with both hooves as the terrible agonizing sensation rolled through his groin. He didn't care he was being watched by a mare at this point. It was like some pony had kicked him between the legs. Only worse. He choked and sputtered, forcing himself to keep down his lunch. “TWWWWWIIII...OOowWwww.”
And then, as he rolled about, blinded by the pain, it was over. All the sensations vanished. He groaned on the floor, blinking into space. He noticed somepony was standing over him.

“Star? Are you ok?”

“...By Luna's beautiful moon....I know the other reason why colts don't get this spell done. The pain is gone, but....yeow.” He coughed and stumbled to his hooves with her help. “Did...did it work?”

She frowned slightly in thought, “I did what it said to do. Unfortunately, I didn't notice the foot-note about the pain until after. Sorry, Star. I would have warned you.”

He nodded and grimace, “Thank Luna I only had a light lunch.” He wavered a little on his hooves before shaking clear his head. “Never again....Are you sure it worked? Please tell me it worked.”

Her horn glowed as she used her magic to probe at her enchantment, “Look like it. I believe you have five days then it just falls off, ok?”

“Is there anyway I'll know?”

She shook her head, “Sorry, it just dissipates.”

He nodded and gave her a smile, “Well...I guess there's only one thing left to do.” He walked along as she escorted him to the stairs. “Thanks Twilight.”

She smiled softly and leaned up to kiss him on the cheek, “No Star. Thank you for agreeing to help Cheer. I know it's probably a little strange for you, but it'll be ok. I promise. I'll check in later this week and see how you two are doing. Now...” She playfully swatted his rump with a flick of her tail, “Go get her stud.” She laughed as he winked and bound up the stairs.

The trip to Cheerilee's house was quiet, the bright morning sun overhead, with scattered clouds. The pegasus weather team was setting up for an afternoon shower. He returned warm greetings from a few as he passed under them. No hustle and bustle of the city, no clattering of carts or shouts of merchants. Just the sounds of nature and the soft clop of his hooves to the dirt. It helped to calm his nerves, settling his stomach a bit. And then, there he was, at that white picket fence, staring down the sunflower lined path to Cheerilee's door. He took a deep breath, then another. He tried to think of something suave to say, but came up empty.

Besides Scoot and Sherry, his experiences with this sort of thing were zilch. The white gate seemed to creak too loudly as he let himself in. His hoof-steps too loud on the stone walkway as he trotted up and stopped at her door. What the buck was he getting himself into? It was one thing with Scoots, a friend he'd always been affectionate with. They'd just taken it to the final stage. And Sherry was just a favor and a bit of fun. He knew Sherry wasn't interested in him and that suited him just fine. But this...this was Cheerilee, his old teacher. A mare who was always supportive. Uplifting his spirits with a warm smile and kind advice.

His chest felt tight as he reached his hoof out. Part of him wanted to stay and have a romp. Part of him screamed this was at terrible idea...and then he saw Luna's eyes, full of disappointment, accusing him of failure to understand her. Wasn't that the point of all this? And, in a way, he was helping both Twilight and Cheerilee. He didn't mind that thought at all. He did like helping ponies. One of the other reasons he'd joined the Royal Guards. He closed his eyes and gave a heavy sigh, “Buck me, I hope this works.” he whispered. Then, his hoof contacted the white painted door.

KNOCK KNOCK KNOCK

Silence stretched. He could hear the wind shift through the sunflowers as he waited. Then there was a click of a lock, and the door opened wide enough for a light-greened eye to peek out at him. “Um...hello?” He could see her flick her eyes to his face and down his body, lingering on his flank with a slight hunger to her gaze. Then she seemed shocked and the door swung open wider. She leaned her head out. “StarStep? Oh my...Star...you, you have to leave.” She pleaded. She seemed to be gripping onto the door-edge with her fore-legs. Her eyes again were drifting to his rump. “It's so good to see you Star, but...you can't be here.” She licked her lips then shook her head, “Didn't you see the flower?” She glanced down at her door handle, noting it still had the sunflower woven around it then back to him, well, most of him. “...Just, just go Star. Come back next week.” She started to shut her door, a pained expression on her face.

StarStep placed his fore-hoof in the way, blocking it from shutting, “Miss Cheerilee. I know...it's ok.” He searched for words to say as she struggled to push her door, “I need your help with a problem Miss Cheerilee.”

He could hear her whimper softly behind the door. “No, I...I can't help anypony right now. Please Star, just go.”

“I want to help you Cheerilee. I'm here for you like you were all those times for me.” He felt the pressure against his hoof lessen. She peeked around the frame, biting her lower lip.

“What are you saying?” There was a glimmer of hope in her gentle, yet pleading eyes.

“I'm saying, Twilight put a spell on me. You can't have my foal. We're-MUPHHH.” He blinked in surprise as the fuchsia colored earth-mare swung wide the door and clutched at his neck, her muzzle tight against his in the most passionate, desperate kiss he'd ever experienced. At last she relented and he was left gasping for air, “Wooow. Miss Cheerilee. I di-MUFFFPH”

Again he was left panting on her doorstep, his wings painfully erect from the mind-numbing kiss. She grinned at him coyly, a terrible hunger in her beautiful light-green eyes, “Mmmmm...less talking, more rutting.” She swung away from the door, lifting her pink, striped tail high. As she swayed down the hall, he could see her mare-hood, puffy, and dripping fluid. He blinked and glanced down to see a tiny puddle behind the door where she'd been standing. With a whinny of delight, he hopped over the threshold, kicking the door shut with his back hoof and staggered in the smell of the mare's musk.

He shook his head, trying to clear it from his thoughts, but the haze of lust was thick. He'd heard other stallions in the guard talk about this. Experiences with their own mares, but, this, this was nothing like he imagined. He found himself hot on Cheerilee's plump fuchsia flanks, nipping at her cutie-mark, urging her on towards the back of the house. His wings hurt, his stallion-hood throbbed. All thoughts of conversation lost when he entered the den of this beautiful, frisky mare. She eyed him over her shoulder as she reached the last door in the hall. She gave him bedroom eyes, a come-hither as she wiggled her flanks and lifted her tail again, exposing that hot slit, the lips flexing in her body's desire to rut. He bumped his nose under her tail, getting a full-whiff of the mare in heat, shivering and nudging Cheerilee the rest of the way into her room.

Halfway in, she stopped and slightly arced her back, lifting her rump towards him. She was biting her lip, tail swishing to the side to give her stallion easy access to breed her. There was no fore-play needed, her winking slit dripping her juices was proof of enough of that. Star nipped at her flank, then the back edge of her rump, then at her tail-base. She cried out at that, then whimpered, pressing her plot towards him again. There were no words, no gentle caresses. This was primal driven lust from the beginnings of time. And Star, in his thought-addled state, was happy to oblige.

The pegasus reared up with a whinny, his fore-legs sliding along her silky coat, pulling her hips towards his as he sought to find purchase with his fore-hooves against her thighs. He was bucking his hips towards hers, his shaft poking and sliding along her belly, against her thighs. A bit of dancing on his rear-hooves and he could feel the tip pressing against something wet, and hot. He gripped her around the waist and leaned his head forward. The colt took a bit of her mane in his mouth and pulled as he bucked his shaft into her. She gasped, then shouted out her intense ecstasy. For a couple of moments he seemed content to feel her gripping around his cock. She pressed her plump rump towards him, pushing their hips together more snugly, his shaft hilted in the mare. She mumbled and moaned, a little drool from her lips with her tongue hanging out. He rolled his hips back, still with a mouthful of mane, jerked her head back as he rammed her again. She twitched her head back and forth, screaming in her pleasure.

This mare was his to breed, he'd fill her with his cum and she would cry for more. He blinked at that thought. Where the buck did that come from...why did she feel so good around him? Why wasn't he bucking her harder?

His faint lucid thought fled under the assault of the lust-driven rampage and he started to pound his hips into hers. It was wet, and it was noisy. Her slit was making slight sucking noises as he jack-hammered his throbbing cock into his ex-teacher. Making her squeal and whinny and groan in absolute ecstasy. On and on, hot and hormone driven, he bred his mare. She was his, that was all that mattered. She even mumbled his name a few times between her cries of pleasure. He felt her convulse around his shaft during his thrusting, her fore-legs gave out and she shuttered on the floor. He could feel splatters of her climax coating his sheath and thighs. He pressed on, driving her chest into the floor as he angled himself to keep ramming. He could feel the head of his cock grinding against the upper-walls of her canal. It was starting to flare, he could feel the resistance building even as her orgasm was fading. Even moaning with her face to the ground, the mare began to squirm again, pushing back at his stallion-hood with a whimper.

In his lust he remembered glancing down at her face. That pleading, loving face of Cheerilee, so happy and so out of her mind. She smiled, “Star...please...cum in me, my stallion.” Her soft words just loud enough to hear over the slapping wet noise of their rutting, just before her body gave another shutter and she rolled her head, screaming in another orgasm, but his ears caught every delicious word.

That was all he could take. He gritted his teeth, giving her one final hard drive, seating every inch of himself that he could, he felt his flared head become caught in her climaxing walls. And with a gasp of near pain and pleasure, he felt the first waves of his cum burst out, splattering her insides, and quickly filling the now sealed passage. She moaned with him, reaching a fore-hoof under her to rub at her belly. There two ponies held, shivering in their own bliss, Star clutching Cheerilee as hard as he could till his hormones wore off and he slid off the mare, exhausted. He felt himself slip from inside of her, staggered a couple of feet before he felt to his haunches, stunned.

After a few minutes to recover from her shivering, the fuchsia mare lifted herself from the floor and took the few steps over to Star, nuzzling at his neck. He returned the nuzzles, kissing and nibbling softly at her ruffled coat, the mare returned the gesture and nudged him onto his side. She lowered herself to slide into his hooves and the two groomed and nuzzled at each other for a while, breaths beginning to become less labored in their after-glow. He gave a contented sigh, noting her neck tasted salty from the sweat. He was probably just as lathered from the frenzied rutting.

Curled in each others hooves, the two ponies drifted in and out of a light sleep. When Star would phase into consciousness, he would caress Cheerilee's bouncy pink mane, nuzzling at her ear affectionately. Sometimes the two would drift awake together and Cheerilee would return the nuzzles just as happily, 'Mmm'ing in her delight at his mane petting. She would nibble on his ear and lick the edges sending trembles of pleasure down his spine.

By mid-afternoon, Star found himself shaking off the stupor and hugged Cheerilee extra tight. Spending the quiet time to glance about her bedroom and listen to the mares soft breathing as she rested. Eventually, she too found her senses and she kissed at his jaw, “Mmmmm...Star? Is it really you?” She whispered into his ear as she nuzzled at his blue-grey coat. He nodded softly, curling a fore-hoof into her mane much to her obvious delight, “Mmm...yes...that feels good....Oh Star...I thought it was some terrible heat-induced dream.” She nuzzled for a bit, then froze, “Wait, Star? Oh no, what have I done?! I've seduced you, oh no! We, and you, and, foals I....oh Star...” She shivered as he hugged her tighter with a chuckle.

“Shhh...Miss Cheerilee. It's ok. Twilight put a spell on me. You can't have my foals. We're ok.” She let that sink in a moment before drawing back enough she could look him in the eyes.

“...I...sort of remember you saying that and...then I...well...it was all a happy, delightful fantasy after that.” She signed and nuzzled into his neck. He could feel her slip a hoof between them to rub at her belly, “Mmmm...I feel so...content. I can think straight again. At least for now.” She whimpered softly and nibbled at his jaw, “But the urges, I think they'll be back before long.”

He nodded. Remembering from sex-ed that mares tended to be in heat about a week. Stallion or no stallion. Fresh from pleasure, she'd at least be able to form coherent thoughts without intruding flashes of desire. “Cheerilee. Twilight helped me see you. Sort of a gift to you. She knows how hard this time of the year is for you, and she's sorry she hasn't made time for you lately.” The mare nodded. “I originally came to see you because I need your help with a bit of a problem.”

“Princess Luna?” She asked, with a smirk as she rubbed a hoof into his chest-fur.

Star sighed and rolled his eyes, “Am I that translucent to everypony around?”

She giggled, tucking her head against his neck, “No dear, just...goal oriented.” She gave a soft little sigh, “Star...I...don't know how you actually feel about me, but...thank you. This is like a very wonderful dream.”

He smiled and kissed the top of her mane, “I do care about you Cheerilee. All the times you helped me when I was younger? Somehow, I guess I always knew you care enough about me to support even my silly dream. I haven't forgotten your words on graduation day. I don't know exactly how I feel, but I care.”

She nodded, kissing his neck, “I'll take that dear. Yet, all of this, roping Twilight in and it still comes down to the Princess.”

“Uh, it didn't take much convincing Twilight. She seemed more for this plan than I was.” He chuckled.

“The school-mare giggled and tilted her head up to nibble at his chin, “Oh? Was she? I guess she and I will have a talk later.” Her hooves started to explore his sides and her kisses more loving along his neck.

“Cheerilee? Urges coming back again?” He tilted his head to glance down at the mare as she suddenly nipped his neck and gave a soft 'Mmmm'. “I guess that's a yes.” He shook his head with a slight laugh, “Fine, but this time I want to try something different.”

She looked up at him through half-closed eyes, her hind-hooves were trying to pull his body closer, “Dear, all my body says is fill me.” She bit his lower lip and tugged seductively, “Do that anyway you like.”

He smirked, “Oh come on teacher. Not going to tutor me on what you like?”

She gasped, “Oh, you terrible pony! Just for that, you have to be punished.” She bit down on the side of his neck and sucked hard. It stung and felt oh so wonderful. She giggled at his groan and nuzzled at her love-bite. “Even if it's just for the week. You're my stallion.” She rubbed a hoof along his sheath with a mischievous smile, “If you're a good stallion, I'll give you after-school lessons.”

He laughed, slipping from her limbs. She pouted up at him from the floor. “Now who's making the bad teacher jokes?” She grinned at that, bounding from the floor to give him a passionate kiss. “Wow...Cheerilee....you...you have to show me how to do that later.”

“What's that dear?” She stroked his cheek, looking into his bright blue eyes.

“Take a pony's breath away with a kiss.” She grinned sly, giving him another kiss, her tongue playing with his, sucking all the air from his lungs in her fit of growing lust. “Whew...yeah ok, before I pass out...” He swatted her flank playfully. She gasped and shivered, blinking in surprise. “Miss Cheerilee? Everything ok?”

She smiled over her shoulder and wiggled her plot at him, “OH, more than ok.” Taking that as an invitation he gave her cutie-mark another swat. She again gasped and followed with a light moan.

With his ego boosted from finding out Cheerilee had a little spank fetish, he nudged her towards the bed with his nose between her flanks. She giggled and danced on her hooves as he helped her up onto her back, using pillows to help her balance. She looked down her belly and grinned at the colt, “Oh my...want me to watch you rut me, is that your plan you naughty stallion?”

He grinned back and winked, “Well...that's the main course. To start, I had a few ideas.” She raised an eyebrow, looking positively seductive, her fore-hooves curled up against her chest, her hind-legs spread wide for his access. She was leaking a mixture of their recent love-making, running over her perky plot and around the underside of her tail-base. “I remember a few things from that old sex-ed class. I guess I'm going to get a little hoof-on practice with your lessons.” She smirked and batted her plush tail at him.

“Ok Star, but please don't tease me too long. I'm getting hot again.” He nodded as she bit her lower lip in expectation.

He didn't plan to leave her lingering too long. But it would be a shame to waste the chance. He kissed down her inner thigh, starting on the left, then across her mound, to her right. She moaned, then gasped, the moaned again in response. He brought his fore-hooves up to press into her flanks, rubbing the hard hooves into her cutie-mark. She gasped sharply and gave louder moans at that. He continued to rub at the mare's flanks as he head leaned in, sniffing her still over-whelming musk. He could feel his arousal quickening from her scent. Then he kissed up along her belly till his lips found a nipple. She gasped. “Wait, Star, no I Oooooooh-Starrrr.” She whimpered and kicked her back hooves as his flat pony teeth found purchase on the little sensitive nub. He flicked his tongue against the tip then wrapped his lips around it to suck. She bit down on a fore-leg, groaning into her fur as he tormented the mare-nipple for a while, flicking, teasing, biting sucking. She was a near steady drip from her flexing mare-hood.

Star chuckled softly as he relented a moment, “Oh, that good huh?” She didn't respond, just rolling her head around as he switched to the un-teased one and began by sucking as hard as he could on the nipple. She screamed in pleasure into her fore-leg and gasped for air, her chest heaving as her hips suddenly started bucking towards him. He felt a splatter on his coat and blinked in surprise. Glancing down he'd found Cheerilee had squirted on him in her climax. It wasn't an unheard of thing, for a mare to peak so hard she sort of spurted her juices. It was strangely arousing to be coated in her scent. He figured, if a mare was ok with a colt getting his cum on them, it should be ok the other way around.

Star ceased his tormenting her poor nipples and kissed down her twitching belly. He looked up, noting her smiling down at him in a bit of an after-glow, “Oh...Star...mmm...that was...” He nodded softly and lifted his head from between her thighs. “Oh!” She noticed his damp neck and blushed hotly, “Oh Star...I'm sorry, I...forgot to warn you I'm...well...I do that.”

He shook his head with a comforting smile as he lifted up to place his hooves on each side of her exposed body, “It's ok Cheerilee. It's different, but I kind of like it.” She smiled back to him, seeming to thank him for understanding. It wasn't like it was her fault her body reacted like that. “I think I've teased you enough Cheerilee. You ready?”

She lowered her fore-hooves to stroke along his neck as he towered above her body, his wings stiff at his back, framing his toned body and gave a little shiver of delight. She looked down her belly and saw the twitching cock between his legs, hanging above her vulnerable body, involuntary licking her lips at the thought of that thing filling her again. She looked up into his eyes. There was no doubt he wanted her and it made her heart flutter. “Take me, just as hard, Star.” He nodded, lowering a hoof to guide his tip to her winking lips. She whimpered a little, biting her lip as she watched. It was so different this way. So terribly naughty to watch herself get impaled by the young stud.

So as he bucked his hips into her, her eyes widened, watching her flower stretch itself around him. It was strange to see how much of it went in, unbelievable even. She groaned, and gasped, pawing at his sleek pegasus chest, “Yeees...Star, oh by Celestia, harder you stallion!” And he complied. Rolling those tight flanks back and forth, the lips of her sex pulled and pushed at each slick thrust. She watched in delight as his thrusting squished out some of their earlier juices. She could feel it running over her plot and dribbling down her tail. A tiny part of her dreaded the cleaning later, but for now it was all about the virile colt breeding his filly. It was so dirty and raw, and she loved every bucking minute of it. In and out, sticky mess oozing and making the most impolite noises to mix with their combined gasps and groans, whimpers and moans.

All the visuals of watching the rutting caused her to climax hard. Again her female climax squirting out around the girth of this pegasus deep inside her. She looked up and could see him biting his lip, groaning, strain on his face. She knew he was trying to hold back for her to have more. But he didn't seem to get what she wanted, what she needed. She reached up to stroke his tense face, “Star...oh, star, fill me, just....cum already.” The school-mare pleaded to him. He looked down and nodded. He could see him visibly relax, the flared head of his near peak signaling his end, then he shuttered, a pained expression on his face as she looped her hooves around his neck and pulled him tight as she fell him orgasm hard inside her a second time.

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The sun was setting outside, orange light sharp through her bedroom blinds. Sticky, messy, sweat lathered, the two ponies were tightly embraced on Cheerilee's stained bed. He was stroking her mane, she was nuzzling at his neck as Star told her of the problem he was having with Luna. She listened quietly, only asking questions where it was relevant. After he finished, ending at that morning, she sat in thought for a while, enjoying the sound of his heartbeat in his chest, her hoof softly caressing his matted coat. Star didn't interrupt her, patient to hear the mare's thoughts.

At last she nuzzled into Star's chest before pulling herself up to meet him nose to nose. “Well, based on what you've told me dear. I can think of a few things.” His ears swiveled towards her, intent on catching every word. “I need a few things cleared up though.” He nodded. He loved how Cheerilee could pick apart any situation, and find an answer buried inside. It was one of the main reasons he sought her out. “She wasn't necessarily angry at you hitting the griffon, right?”

“Didn't seem like it. I get the feeling hitting him wasn't the big problem.”

She nodded in agreement, “Based on what Princess Celestia told you. I suspect it's because you reacted to verbal attacks and not a physical one.” She pondered, tracing little trails in his coat as she thought. “What exactly is your role when acting as a Princess' escort?”

He thought back on the wording of the duty, “To protect her from harm and be her shadow.”

Cheerilee nodded against his chest, “Dear...do you remember what I told you in school when bullies used to call you names?”

He thought back for a while, “I...don't remember the specifics but I think you told me that words can't hurt me if I don't let them.”

She smiled to herself and kissed him on the nose, “Very good, gold star for you. Dear, if you don't let threats or insults bother you, they can't hurt you. You love Princess Luna, right? What about her do you love?”

It felt a little weird for the mare he'd just rutted twice to ask him if he loved Luna. But Cheerilee had always understood him from the beginning. He...he started to wonder if he loved Cheerilee too, just like Scoots, but different. This whole thing was messing with his head. He shook it off and smiled at the fuchsia earth-mare, “Yeah. I love the Princess because she's playful, and beautiful and independent, and so strong when she needs to be....Oh buck me...”

Cheerilee grinned at him, “I see you figured something out?”

He sighed and nodded. “Maybe. I'm not sure it's the whole issue but...when I attacked that griffon, I was acting like his words could harm the Princess.” Cheerilee nodded and waved a hoof for him to keep going. “By acting in her stead, I made a public statement that she was weak enough that words could hurt her. And instead of letting her deal with the troublemaker, I also made it look like she couldn't handle her own fights. Oh...buck me that's it isn't it?” He groaned and buried his head into Cheerilee's mane.

“Well dear, I think you're onto something. I also think it related to why she hit you. Maybe something to do with griffon culture?” She smiled at him.

“Yeah...I...didn't think about that. I've never heard of either Princess hitting any pony. I was in such shock I didn't think about it too much.” Star nodded and tilted Cheerilee's chin up to kiss her sweetly, “Thank you Cheerilee.” He paused looking into her eyes for a moment, then his expression shifted to a frown and his eyes glanced away. “Cheerilee...how can a pony love more than one pony? I feel really confused at times.”

She stiffened in his hooves for just a moment, then she hugged him very tight, “I'm afraid, my dear, dear Star. That's not something even I can explain. You just do. It's like how you love Princess Luna. You could never fully explain it to me, could you?”

The colt shook his head.

She smiled comfortingly to him, “And I could never fully explain why I love Twilight or why...” She trailed off and shook her head softly with a smile.

“I see...so...it's just a feeling? But...they feel so different.” He paused in thought, “I...told Scootaloo I loved her a couple weeks ago, but she said it was friend love and not love-love. I don't understand. It's not the same gut-clutching feeling I get when I look at Princess Luna. How can it be the same?”

She giggled and kissed his nose, “My, you've been thinking about this a lot haven't you?” He glanced away embarrassed, “Well, Star. Let me give you a very rough example. Do you love apples?”

He blinked, then nodded after a moment, “Yeah, I guess as much as most ponies.”

“Do you have a favorite?”

“Ah...the tart green ones.” He could feel his belly grumble at the thought of such delicious green apples.

Cheerilee giggled and rubbed his belly, “Oh, so I see. Well, you love the other kinds too right? Red ones, yellow ones, even the crazy zap apples, right?” He nodded, “But you still love the green ones the best?” He nodded again, “Does loving green apples make you enjoy the others any less?” He paused in thought again and shook his head so she continued, “I know it's rather silly analogy, dear. But think of your feelings for other ponies special in your life, like those apples. Each one has a taste you love, and you'd be happy with any of them. But that green one is your favorite.” Her own belly grumbled and she laughed, “Oh dear, I guess we need to get dinner.”

StarStep smiled brightly at the mare and touched noses with her, “Miss Cheerilee. I think I sort of get what you're saying. I can love other ponies just as hard as I love Luna, but they'd all taste different.”

The school-mare laughed and caressed his cheek, “Close enough dear, close enough.” She started to lift up when he pulled her back into his hooves, nose to nose.

StarStep paused in deep thought, “I...need to talk to Scoot again soon...but while I have you here now...”

StarStep gave Cheerilee a kiss that took her breath away, leaving her chest heaving and her heart pattering, “Miss Cheerilee. I think I love you too.”