Cheerilee smiled down at him so warmly, Star's heart felt like it was melting. It was Cheerilee's most endearing trait. Her infectious smile that seemed to tell the world that everything would be alright. Even during the worst of his bullying experiences, she was his little light in a storm of misery. A beacon of hope that no matter what, someone would be there for him. He thought about that for a while as he gently stroked her fuchsia colored cheek. Apple Bloom, Scootaloo and Sweetie Belle did much the same thing in their own ways. They were his friends, companions, confidants. While Scoots and him had shared more, the four of them had been the best of friends, getting into all sorts of trouble together, and yet, getting each other right back out. Luna represented a dream to him. The idea mare he wanted most. He began to understand that Cheerilee represented stability. That rock you could always take refuge during a storm. So...what exactly were the other three to him? Especially Scoots.

“Star dear. That's...very sweet of you to say.” She returned his gentle caresses, her eyes so compassionate, “But I'm worried it's the pheromones talking. You're in my bedroom, swimming in the scent of a mare in heat. I...worry you're not thinking clearly.” She kissed him sweetly to silence his protest and laid a hoof on his lips. “How about, you take a shower and go grab us some take-out. I'll clean up and take a little nap while you're gone.” She yawned cutely, “You have NO idea how worn out I am. Being in this state is like your body is on overdrive. You helped me relax so much, Star. I can't thank you enough.” She rolled off him and helped him to his hooves, “Now, you go wash up and get us something light for dinner. Salads with lots of veggies and chickpeas on the side for me dear. My body is begging me for the protein.” She shoved him off the bed with a giggle towards the open bathroom. “And while you're out, clear your head, and really think about how you feel about me. Alright?”

“Why do I need a shower?” He smirked, “You don't want ponies smelling your wonderful scent on me? I'd wear it like a badge of honor.”

She scrunched up her nose with a giggle, “Dear, you're coat is...matted in my um...well...when I...sprayed...” She blushed a bit, embarrassed, “But dear, if you go into a restaurant smelling like a mare in heat, well...let's just say the other colts may have a go at you.”

Star grimaced, a mental flash of other colts trying to mount him while he stood in line at the Deli. Not a great image. He pulled the ribbon from his mane, setting it on her dresser. Then he took a quick shower, scrubbing down with Cheerilee's strawberry scented soap. Slightly damp from his cleaning, he scooted to the door as Cheerilee brushed past him with a parting kiss, careful to avoid the sticky puddles in the hallway. Before he left the doorstep he paused and turned, eying the sunflower wrapped in her door-handle. He couldn't smell like her, but he wanted some little piece of her to carry with him. So he plucked out the flower and tucked it in his mane against his ear.

As the pegasus turned he heard a firm cough from the fence. Big Mac was leaning against it, one eyebrow raised questioningly, a loose straw of hay in his mouth. “I reckoned yah had more sense, Star. Care tah explain what yah doing?” There was a slightly dangerous glint in his eyes.

Star fluttered over the fence to land on the dirt-path. “That's a little private Big Mac.”

“Ah reckon it is at that. Y'all gonna get married?” The huge earth pony asked as he stared down the smaller pegasus.

“I don't think she wants that. She seems far more interested in Twilight.”

Big Mac nodded and switched his hay to the other side of his mouth, “Reckon that's so. Yah are going to be here to help raise that foal yah done gone and help make.” It was less of a question and more of a statement.

Star balked, “What? No?” The red stallion's eyes took on a menacing look, his stomped a massive fore-hoof into the dirt. Star wilted under that terrible stare, a promise of pain. “Wait, Big Mac, it's not like that. There's no foal. Twilight put a spell on me to stop that.”

There was a long pause, “So...Twilight's involved in yer attending to Miss Cheerilee's...needs?”

The pegasus nodded quickly. The larger pony's expression softened.

“Well...I reckon as long as tha three of yah have it worked out between yah. I got no say in it.” He gave Star a final glare, “But Cheerilee's mah friend, and if I done find out you broke her heart...” The threat didn't need to be said, you could see it reflected in those deep soulful eyes. StarStep remembered when somepony decided to rob the school-house and left Cheerilee in tears. When Big Mac finally found the culprit, well...the thief was hospitalized for six months with four broken limbs in twenty places each. Crippled forever. When the local police questioned the thief, he claimed over and over he just fell off a cliff. Big Mac was the kindest, most loving husband to Fluttershy and his foals, and the most supportive, dependable friend you could count on. But you did NOT buck with the ponies he cared about. In a small town like this, where everypony knew everypony, you just didn't do horrible things like that without suffering consequences.

“Well, I'd best be getting on. Ah was just on mah way to pick up lumber from Apple Bloom 'fore tha rain.” He began to trot away, his wooden yoke bouncing on his strong neck. He glanced back at the pegasus, “For wha it's worth, glad yer easin' her sufferin'. Do yer best to keep her smilin'.”

Star nodded and gave a parting wave to the earth pony. “With all my heart, Big Mac. We need more ponies like Cheerilee in the world.”

The big red stallion chuckled as he crested the hill, a final “Eeyup.” sounding as he disappeared from Star's sight.

As he flew to the Deli, he could hear the rumble of the clouds overhead. The pegasus had set up a storm to blanket the town and surrounding areas. His wings tingled at the electricity in the air. It was going to be a great downpour. Hopefully he could get the food back before the clouds opened up. Thankfully there was no line and he was able to nab a couple of salads, topped high with veggies and both with chickpeas. Boxed and bagged, he soared over the buildings back towards Cheerilee's house.

It was a little hard to get used to flying everywhere again, when most of your job required you to stay put. Not only that, but flying in the castle was frowned upon unless it was an emergency or you were a courier. That little aspect is why a lot of pegasus washed out of the recruit training. When the sky is your playground, why anchor yourself to polished halls and beds not made of clouds? Luna was his main reason.

He lighted on Cheerilee's doorstep and slipped inside just as the thunder boomed and rolled. He could hear the wind pick up, rustling through the trees as he shut the white door behind him. Bounding to the kitchen, he set the bag of food on the counter and tip-toed to the bedroom. He peaked inside, his ears picking up the rain pelting softly against the window panes and plants outside.

The beautiful earth mare with her freshly combed, plush mane and tail, was sprawled out on her side, sleeping soundly. She was on clean sheets, sprinkled with little yellow sunflower petals, a contrast of colors to her fuchsia coat. He smiled to himself, imagining her trying to set up something romantic and seductive for his return. Quietly he walked up to the bed, the soft patter of rain hiding his approach across the floor. As gently as he could he slid up onto the bed and pulled the napping mare into his fore-legs. She smiled in her sleep, so very happy, her fore-hooves against her chest as he pulled her tight into his embrace. There she slumbered for a while as the colt dozed in and out himself, the comforting sound of the storm outside, the soft breathing from the cute mare inside.

He woke with a start as he felt something nipping at his ear and hissed softly in delight. He heard a giggle in the darkness of the afternoon storm, “Cheerilee?”

“MmmHmm...” The nibbling at his ear changed to soft sucking and he moaned. At last she relented her teasing and her nose found his. Gently she nuzzled him with a soft sigh, “I'm sorry Star, I was trying to have something a little...romantic set up for you and...well...I just nodded off.”

He chuckled and his lips found hers for a brief kiss, “So I saw. You were so adorable I couldn't stand to wake you.”

“Mmmm...first, did you take time to think on what I said?”

He nodded, “Sorry Cheerilee, I still feel the same way about you. I still love you.”

There was a long pause in the darkness as the rain continued to pour, “Star...I love you too. But...you have to understand Twilight has first claim on my heart, like Luna has on yours. Ok? If I could have you both I would.”

Star nodded, nuzzling into her cheek, “I know. I'm ok with that.”

“Good. Now then...for the main course.” She began to kiss down his throat.

“Wait, what about the salads? They'll get cold.”

Cheerilee laughed at his poor joke, “Oh dear...I guess you'll just have to make this quick, wont you?” He could feel her roll onto her stomach and tug at his fore-hoof. “Now, get over here and mount me you stud.”

True to his word, it was fast, it was rough, and it was wonderful. He could only make out her outline during flashes of lightning. Otherwise it was like drowning in darkness, with only her moans of pleasure, the press of her body, and her overwhelming scent to keep him company. At last, both panting for breath, it was done, her belly once again filled with his seed. She excused herself to the restroom as he went to the kitchen to portion the salads onto plates.

Dinner was simple and fun. They playfully tried to feed each other, but since neither were unicorns, it was a silly, awkward game. As soon as their stomachs were happy and the dishes were cleared, Cheerilee pounced him to the floor. There she rode him for their fourth rutting, just as messy and as fun as the first. He began to wonder if all mares acted like this in heat. Not that he was necessarily complaining. It was fun, fulfilling, and left him with a satisfying ache. He lost count how many times more during the night they made love. They would drift in and out of light sleep under the cover of darkness. The storm rumbling outside. Their limbs tangled and mouths searching for purchase when one or the other would shake off the succor long enough to engage in lustful passions.

As the sun rose, he could feel Cheerilee mouthing at his sheath, attempting to get him to rise once again. He moaned and gently pulled her from between his thighs, “Cheerilee, please, I need a little break.”

She started to pout, looking up at him with pleading eyes.

“Oh, don't give me that, your belly must be bulging with all that cum. The last few times burned because I'm so dry. I need to recharge a little.” He glanced at the empty water glass on the night stand, he'd tried his best to keep hydrated during the night, but the mare was relentless.

She smirked and rolled onto her back, looking down her underside. She rubbed her hooves towards her mare-hood and giggled as the pressure caused a sticky glob of residue to gush from her. “Oh...mmm...maybe we do need to hold off for just a little.”

He groaned as he rolled off the bed and stumbled from exhaustion. “Yeah...just...a little.” He glared at the morning light mocking him through the blinds. The storm had ended a few hours ago.

As he took a shower, Cheerilee joined him. She seemed content with keeping the bath-time playful but not pushing him further. They took turns drying each other and brushing down their coats. It was a peaceful morning, birds chirping as the ponies ate a simple breakfast of oatmeal, sharing little smiles at each other.

As he was eating, he noticed a framed picture of Twilight and Cheerilee hugging each other, sitting above her mantle. “Cheerilee?” She lifted her eyes in curiosity, spoon in her mouth. “How long has it been since you and Twilight had time together?”

She blushed and gave a little sigh, “Too long...”

He tapped his hoof to this chin in thought, “Would you be ok without me for an evening?”

Her expression quickly fell. Sadness in her eyes. “...I...guess. If you want to stay away, that's-

“No, no Cheerilee, not like that.” He hugged her suddenly, making her squeak in surprise, her spoon fell with a clatter, “I love being with you. But I had a really fun idea. I promised Apple Bloom I'd visit her one evening this week. And somehow I need to thank Twilight for making this possible.”

The earth pony smiled and nodded to herself, “I think we both do.” She glanced up at him, a little glimmer of hope in her eyes. “What are you suggesting?”

“Well...if your terrible heat-lust is sated for an evening. What if I set it up so Twilight spent the night here with you? I can visit AB and just bunk at my folks for the evening. Get a bit of rest and recharge. Now I know Twilight isn't exactly interested in me romantically, so I'm not going to butt into what you two are doing unless I'm invited.”

Cheerilee nodded, curious where he was heading with this, a playful smile on her lips. “How do you plan on dragging her away from her studies? You know how she is recently.”

“Yeah, for that I need a-” He leaned in to whisper into her ear. She blushed and nodded.

“I...I have one.”

“Wonderful.” He grinned and gave Cheerilee a sweet kiss, “I think Princess Luna is rubbing off on me. Twilight will never see this coming.” She returned his grin, giving a little nose rub and led the plotting colt to her secret stash.

They planned it out, then took a short nap curled in each others hooves. At early afternoon, sunflower tucked over his ear, he left for town to assemble the pieces to his idea and put it into action.

_______________________________________________________________

“Twilight?” Spike shouted down the stairs into the library's basement.

The lavender unicorn didn't look up from her massive tome, little vials of various colored liquids floating about as she mixed and swirled the substances. Ten or so at a time.

“Twilight, I'm heading out on a date with Rarity.”

“Uh-huh...” She set her vials down in their racks and frowned at her book. “This doesn't make sense...double rainboom solution should be having a much stronger effect than this. Maybe Dash gave me a weak sample. Perhaps a recalibration of the spectrometer. Oooh, it shouldn't be this hard to bend light-wavelengths.”

Upstairs Spike rolled his eyes at Twilight's ramblings, “Twilight, me and Rarity are going to make out.” He shouted down with a smirk.

“Uh-huh, that's good Spike, have fun...maybe Pinkie can help me defy the laws of refraction...I swear she good at breaking things...”

“Twi, I wont be back till morning, she's totally letting me sleep with her.”

“Sure Spike, be safe.” The unicorn continued scribbling her notes and flipping through her research tomes. She only faintly heard the click of the library door opening and closing. She was buried in her book when a sudden draft gust through the room, flicking out her lanterns. She blinked and looked around the pitch black room. “Spike? Did you leave a window open?” She sighed and began to relight the lanterns with her magic when a glimmer of ghostly white flowing down the stairs startled her. “What...what is THAT?”

“Twilight Sparkle...” A wavering ghost like voice spoke from the mist. Twilight raised her eyebrow in confusion, it sounded like Princess Celestia. The mist coalesced not far from her, thickening, rising, till before her stood the regal form of the Princess, albeit slightly translucent. A fog of a form. “Twilight Sparkle, I am very disappointed in you...” The voice reverberated, a hint of the motherly scolding at it's depths.

“P-Princess!” Instinct took over and the mare jumped from her podium to bow her head before the otherworldly form of the sun-goddess. “You look...odd...Princess.”

“Twilight Sparkle, you have been neglecting to send me Friendship reports. In fact, I've heard tales of you neglecting a very special somepony in your life. This form is just a transmission because I needed to talk with you while still at the castle.” Her stern expression was directed firmly down on the little lavender mare, softly lit by the glowing white mist form.

Twilight nodded, accepting the Princess' explanation for the strange appearance. “Oh Princess, I'm so sorry, I've been so caught up in my research and...and...Oh...I found a way to make an object teleport on it's own and how to use wood and brass to make magic! OH, and how about the-”

“TWILIGHT SPARKLE!” The voice shook the room and the mare ducked her head, “Is your research more important than your friends or those you love? I hear tale that you've sent a colt in your place as your special somepony suffers in her time of need.”

“I...I....” The unicorn bit her lip, “No....Princess...” She looked around at her research material, gently outlined with the soft glow from the alicorn's misty form. “I...guess I have buried myself a bit. But it was for a good cause!”

The alicorn smiled softly and lowered her head towards the unicorn. Twilight still with her head hung in shame. “Oh, my little pony, you are still young. Pace yourself and embrace your friends and loved ones. Everypony needs to vary their lives. You can't find true happiness in a book. You must go out and experience it. Who are you going to share your wonderful discoveries with if there's no pony around?”

The unicorn nodded softly, eyes still to the floor in shame. “I guess you're right Princess...but, I sent StarStep because I can't help Cheerilee very much.” She pleaded, lifting her eyes shyly.

The alicorn shook her head, “Very much is not the same as not at all. They are both very thankful to you for the wonderful time they've been having. Perhaps a more firm hoof is needed to show you how to enjoy the same?” She grinned and narrowed her eyes at the unicorn. Then Celestia put her muzzle over Twilight's horn. The lavender mare gasped in surprise as her magic ceased to be.

“What, what did you do Princess?” The white alicorn vanished, leaving her in the pitch dark. She heard noises in the room. What the buck was going on? Somepony was in the shadows with her powerless, “Princess? Princess?!” She oofed as something yanked her legs out from under her. Then something was wrapping itself around her legs, binding her with all four hooves together. She screamed but somepony or something, placed a bridle over her head and stuffed a bit into her mouth. She flailed on the ground, moaning around the large rubber coated bit. Then fabric was wrapped around her eyes as she was lifted from the floor. She had no idea what was going on.

The Princess wouldn't let anything happen to her. Deep breaths, Twilight. Deep breaths. She told herself. As she mouthed at the uncomfortable bit, she noticed a strange taste to it's rubbery surface, it was...cherries with strawberry. It reminded her a lot of Cheerilee for some weird reason. She could feel herself bobbing in the air, something was moving her with telekinesis. And here she was, bound, gagged and magic-less at the whim of somepony. Despite the little knot of panic she found herself slightly turned-on. How strange. Ever the scientist she began to self-analyze the feelings and her situation. She heard a door creak open ahead of her and then shut behind. The night sounds of crickets and a hoot of a owl. She was outside, ok, so she wasn't in some demon realm, that was good.

Thankfully, she was halted a little while later, the constant bobbing of the magic was starting to make her motion-sick. There was a hard knocking on a door. Ok, sounded like hooves, so not demons, another good thing. Unless...Changlings again...She shuddered at the thought. There were whispers as a door opened and she felt herself moved inside. Twilight twisted her head about, attempting to peek around the rather good blindfold, but to no avail.

Then she was set gently to the floor. That was good, at least whoever it was didn't want to hurt her unnecessarily. She sniffed the air. It was...familiar. It was then she began to suspect it was one of her friends playing a terrible prank on her. She mumbled around the rubber coated bit in her teeth, but the words were too slurred like that. There was a soft giggle, feminine. She could feel a soft breath wash across her ear, then a gentle licking on it's edge. She whimpered and tried to squirm away but something sharp snapped against her cutie-mark. She gasped at the little lance of pain, panting around the bit.

“Did I say you could speak?” A voice hissed into her ear, it was seductive and yet firm.

“Meerahlah?” Twilight mumbled around the bit. Another swat to her flank and she moaned into the muzzle obstruction. It hurt and yet it was so exciting, she was getting very aroused by this, now that she suspected who had her bound and at her mercy.

“That's Miss Cheerilee. And Miss Sparkle, class is now in session.”

StarStep winked to the fuchsia earth-mare, standing proudly over her lavender prize, a riding crop dangling from one hoof by it's strap. Cheerilee winked back and blew him a kiss and mouthed “Thank you!” as he shut the door on the two lovers. He spun and trotted down the path through the gate to meet his cohorts in this little scheme.

“Really dear, was this necessary? It seemed a little extreme.” Rarity voiced, a little smirk on her lips. Spike was standing next to her with his own toothy grin.

Apple Bloom laughed and gave Star a little slug on the shoulder, “Oh, yah got some naughty things in that there head. How'd yah come up with this little doozy?”

The three ponies and dragon wandered away from the sunflower filled yard. Star in the middle, Apple Bloom on one side, Rarity on the other, with Spike on her other side. “Well, when Cheerilee showed me her little box of uh...toys.” He blushed hotly and Rarity politely stifled a giggle, “I noticed there was a little bit of a running theme. Bridle, crop, silk rope. Then the idea all just feel into place. Guess Princess Luna's pranks are rubbing off on me.” he smiled at the white unicorn next to him. “That was a really great trick with the Princess Celestia image. Let you get close enough to pop that magic-dampener on her horn.”

The unicorn smiled, “Thank you, Star. It was a rather fine bit of magic, wasn't it? Twilight needed this little...intervention. It was awfully sweet of you to give up some of your time with Cheerilee to help them.” she batted her eyes at him.

Apple Bloom bumped her firm flank against his with a chuckle, “Yah like mah rope work, Star?”

The colt bumped his flank back against hers with a grin, “That was amazing, I can't believe you did that in the dark.”

“Aw, shucks, twern nothing. I always told AppleJack I could do that blindfolded.” She beamed a smile up at him, “So Star, ready for dinner?”

The pegasus smiled warmly at his friend, “Dang straight. I hope you have some apple-cobbler for dessert.” He turned to Rarity and nodded, “Thank you Rarity and Spike. I'm sure those two will thank you later as well. You two have a good evening.”

Rarity bobbed her head politely, “Oh, my absolute pleasure darling. Please remember to check up on Sweetie for me when you get back to Canterlot.” Star nodded as she peeled off down another path with Spike at her side, “Come Spike, I know a cozy little spot with sapphires!”

“Oh boy!” the dragon danced about.

Star shook his head with a chuckle watching the two of them vanish around a corner. “Who would have guessed those two really would hit it off?”

Apple Bloom smirked and flank-bumped him again, “I did. I so called it. Anyhoof, lets get to mah place and I'll get tah cooking. Yah too skinny, Star. My cream of mushroom wheat bites will put some meat on yer bones. And for dessert, I got something better than apple-cobbler.”

The two friends trotted off towards Sweet-apple acres, the crickets chirping softly with the gentle rustling of the breeze through the tree, “Better than apple-cobbler? I don't believe you.” He joked with the yellow earth-mare.

“Oh no? Yah just wait, it's a surprise yer gonna love!”