Study Break

by Sidain

Rating: mature
Tags: Cheerilee, Alternate Universe, Anthro, Original Character, My Little Pony: Friendship is Magic, Comedy, Romance, Sex
Length: 6634

Going back to college, Cheerilee, and her studying partner take a break; they learn more then when they do studying.

Any college student can tell you, that studying is key to passing any course, and the same is true for all the students of Ponyville U. Storm Steam--along with his little sister, Flyleaf--moved to the small town from the Lunar Republics to simply get an education and realize his dream in becoming the best stream-raider in the world. To do so, he’ll need all the knowledge he can get, and what’s the best way to do that? By studying of course.

But we all could use a break.

Published 2014-01-25 01:00:04 UTC
Last updated 2014-01-25 21:41:03 UTC

Study Break (edited)

Study Break:

The Ponyville school house, a place of learning where foals can make new friends, and have a place where they are safe...mostly.

“Why don’t you leave her alone?” On any other day, Ms. Cheerilee’s class would be well behaved aside from the small outburst here and there. But today however, a new transfer student from the Lunar Republics--where princess Luna, and princess Nightmare rule respectively--was being picked on by the local schoolhouse bully: Diamond Tiara.

“What I just asked how are her both parents raised a half-breed is all.” The new filly--or should I say--the new cub was a crossbreed between a dire-wolf and a pegasus mare, giving the cub a pair of large wings on her back to support her heavier bone structure. The cub, tried hiding behind her olive colored bandana that her father gave her before she, and her older brother left the republics to come to Ponyville. “I mean, it must have been hard for her to get her cutie mark.”

“A-actually, I already have my cutie mark.” The poor cub was already nervous with coming to Equestria but on the first day of school, in a new land, of which she knew nothing about? Its terrifying. Despite the cub’s height advantage, slightly stronger muscle tone, and the fact that she already proven herself to be smarter than most of the other students in a single day still didn’t change the fact that she was nervous and sly.

“Oh really? In what digging?” Diamond continued to tease the new student, trying to make up for the fact that she knew the cub was much smarter than she or Silver Spoon. “Like what kind of cutie mark can a half-breed even get?”

“One in hand-to-hand combat.” Diamond and the CMC’s turned around at the deep male voice. In front of them was another winged dire-wolf but this time, he was much larger than any of the fillies in front of him, and Applebloom almost mistook him for Big Mac. The large wolf gazed flatly into Diamond's eyes, the stare made her feel like a hole was being burned into her skull.

It didn’t help the fact that the sun casted a shadow on him, giving him a menacing look that could scare anyone that didn’t know the wolf.

Before anyone had the chance to recover from the wolf’s sudden appearance, the small cub launched herself towards the wolf with her wings, and wrapped her arm around his neck. Her ebony jacket fluttered from the wind of her buzzing wings along with her knee-skirt. “Onii-chan! How was class?” The fillies looked at the two as they shared a quick embrace.

“Long, boring, and now I have to do a study thing with one of the off-site students,” The wolf said, kneeling down to put cub back down on the ground, and rubbing the top of her black and silver hair. “So, how was your first day of school. I see that you made ‘friends.’” The wolf’s gaze immediately snapped back to Diamond, who was having thoughts about running.

“School was great! I mean...I was still nervous, all of the fillies and colts had a bunch of questions for me, but I did make new friends with the CMC’s,” The cub exclaimed, flapping over to the other three fillies, and wrapping her arms around their necks pulling them close together.

“The CMC’s huh? Well you three mind looking after my little sister for a while? I got this college thing to do, you don’t want to hear about it.” He rose to his full height, again blocking the sun behind him.

Sweetie Bell wiggled out of the cub’s tight grip, wrapping any dust from her light-pink dress that Rarity made for her. She turned to the larger wolf with a bright smile. “Sure! We can show her our clubhouse and all of the cool things we do,” She exclaimed, overjoyed that she, and the others get to hang out with cub some more.

Scootaloo and Applebloom soon managed to squeeze their way out of the cub’s grip as well. Applebloom was the first one to recover, hopping in front of the wolf, and copying Sweetie’s smile. “Yeah, we can even have a sleepover,” Applebloom added in while Scootaloo nodded her head already thinking of things they can do with the club's impressive strength.

“Really? Oh can I onii-chan? Please, please, please.” The cub’s wings buzzed behind her, the joy on her face couldn’t be any more visible.

“Um...I don’t know.” The wolf stroked his chin, acting as though he was thinking, but really the thought of being able to spend all night studying was more important on his mind. Also it was good for his little sister to get used to their new home. “Alright Flyleaf, go on head home, and grab some clothes. You know the way, right?”

The cub’s hazel-green eyes brighten up from excitement and she jumped up in the air with joy. “Yippy!” Not skipping a beat, she flapped her wings, and wrapped her arms around her older brother’s neck again roughing up his midnight-blue shirt. “Thanks Storm-chan, you’re the best big brother ever!”

Storm chuckled at his sister’s joy. “Alright I know I’m the best, now go on with your friends, I’ll pick you up in the morning.” He rubbed the top of Flyleaf’s head making her giggle and let his neck go.

“Okay, see you later onii-chan!” Flyleaf started to fly off towards the apartments she and Storm just moved in. The crusaders started to run after her, not wanting to lose their new friend after just meeting her, but Applebloom skidded to a halt.

“Our clubhouse is in Sweet Apple Arc! Ask for a pony named Applejack she’ll know where we are,” She called out to Storm, who nodded remembering the filly’s instructions.

“Bloom, come on!” Applebloom waved goodbye to Storm before taking off to catch up with her friends. Once the fillies were out of sight, Storm turned his attention towards Diamond Tiara, who was still just standing there in shock.

He walked over to the two fillies, kneeling down to their height, and looking both of them straight in the eyes. “Listen here filly. No one picks with my little sister, I’ll overlook it this time seeing that she has friends because of you, but next time I won’t be so nice.” He flicked the top of Diamond’s tiara, the one her father bought her at her last birthday, braking the top jewel without even trying. “Understood?” Storm lean into the frighten fillies faces.

“Y-yes sir,” Diamond studded out, too afraid to think of any smart remarks. Sliver was too afraid to speak, all she could do was nod her head.

Storm got up from the ground, still gazing down the fillies, but with a hollow smile. “Good. Now run along, the new school year may have started on the weekends, but I’m sure that your parents are just worried about you.”

Both Diamond and Silver started to run towards their homes, which was on the far side of Ponyville, but they just wanted to be far away from the wolf. Diamond tripped on an untied shoe lace, causing her, and Silver to fall to the ground. They looked back only to still see the hollow smile on Storm’s face, making them work double time in running away. Storm started to chuckle, knowing that he just helped solved one problem before it had a chance to start.

He reached back into his book-bag, pulling out a sheet of paper with his weekend study instructions. “Let’s see, my partner is a mare named Cheerilee. School teacher, huh? I guess I just lucked out.” Storm walked into the schoolhouse where the note said he could find the mare. As he walked through the halls of the small school, he could easily tell that it had to be only a preschool to middle school building--if the bright colors were anything to go by--and teachers still hanging around mostly like making a lesson plan before going home.

Storm inwardly smile, he was glad that the school had a homey vibe to it, and that it was as small as it is. Flyleaf never was good around large numbers of ponies--or anything else really--and to see that she was already making friends put his mind at ease.

He finally reached a door that was labeled with Cheerilee’s name on it. Storm knocked on the door, awaiting permission to enter. “Come in~” He slightly flinched from the singing voice, not expecting to hear a young mare’s voice, but realizing that he was dealing with an middle school teacher that it was to be expected.

Storm turned the doorknob and pushed the door open. That’s when he saw Cheerilee sitting at her desk working on her lesson plans for the month. Storm started to blush when the light from the opened window highlighted Cheerilee’s dark-pink fur and lighter pink mane. The cheerful look on the mare’s face looked as though she was looking forward to brighten the days of the young students in her class.

And it didn’t help that she had the ‘young teacher’ body. Her white dress-blouse and mini-skirt hung tightly against her body giving her the perfect hourglass shape, the blouse held a large set of breasts prisoner behind the thin lining of fabric, yet still able to display ample amount of cleavage.

“Oh hello, can I help you?” Storm was dragged back into reality by Cheerilee’s soft gentle voice. Storm had to force himself to stop looking at Cheerilee’s body and to focus on her eyes. But the soft magenta orbs were more beautiful than her body.

Yeah, I lucked out.

“H-huh oh right,” He said fighting through his ogling, walking in the room, and shut the door behind him. “By any chance, would you be Ms. Cheerilee?” The closer Storm got to the mare, the more his blush grew, but by some miracle of a chance Cheerilee didn’t notice it--or didn’t react to it.

“Why yes can I help you?” Cheerilee looked towards the wolf, slightly intimidated by his powerful looking body, and the sharpness of his claws.

“I’m a new transfer student from Ponyville U, I was told that you are my study partner for our first big assignment.” Storm handed the note to Cheerilee as proof of his story. The mare read over the note her eyes growing wide.

“Oh no, I totally forgot about this!” Cheerilee stood up from her desk, grabbing as much stuff as she could, and as quickly as she could. “I’m so sorry about this, I forgot about the assignment because of the new school year. My name is Cheerilee by the way.” She friendly smiled to the wolf hoping that it will make up for her forgetfulness.

“Yeah, I couldn’t guess,” Storm joked, rolling his eyes, and helping Cheerilee pack her stuff up. “My name is Storm Stream, but Storm is just fine. Me and my little sister just moved here from the Lunar Republics a few days ago.”

“Oh wait.” Cheerilee’s ears perked up, she just now made the connection between Flyleaf’s silver fur coat, and Storms darker fur--not to mention their same colored eyes. “You must be Flyleaf’s older brother she was talking about.”

“Yup, that’s me. How she do anyways?” Storm couldn’t be anymore excited, not only is his study partner is a school teacher, but she also his sister’s teacher a well--a good looking one too.

“Oh she was just wonderful,” Cheerilee exclaimed, overjoyed by the cub’s attentive personality, and her good behavior. “She’s a very smart wolf-cub, she was the first one to answer all of the question on my benchmark test, and she scored much higher than the others.” Cheerilee was impressed with Flyleaf’s skill and knowledge, knowing that she’ll won’t have any troubles passing her class.

“That’s great to hear, she always took after me. So you know,” Storm joked, throwing in a cheesy smile on his face, knowing that it was a lame attempt of conversation, but he figured that he might as well try to be friends with Cheerilee--seeing as they will be studying together for the foreseeable future

Storm’s cheesy joke succeed in getting Cheerilee giggling like a school-girl, her laughter sounded like melodic music to his ears. “Heh, I suppose. She does talk about you a lot, so I would think that she would,” She said, grabbing her bag, and placing it around her shoulder. “Shall we?”

Strom stepped out of the way, bowing his head, and waving his hands towards the door. “Ladies first.” Cheerilee started to laugh again at Strom’s chivalry. She started to lead the way out of schoolhouse with Storm following close behind.

Southside Ponyville; Cheerilee’s house

The walk toward Cheerilee’s house was a very pleasant one and informative one for both college students. Turns out that Storm is actually younger than Cheerilee by a few months, also they both have a lot of things in common, and Storm learned that Cheerilee was going for her masters degree in education.

Storm talked about his home in the Lunar Republics, the cold mountain town of Trento, and that the hottest it gets was sixty degrees. So the climate in Ponyville was a big change for him and Flyleaf. They still were able to adapt with minor issues. Through, due to their ancestral past, both wolves had thick fur that’s why clothes was made to be very thin, and also slightly enhanced before heading to Equestria to absorb most of the sun’s rays.

While Cheerilee was going for her masters, Storm was just going for his bachelor's degree in aerodynamics mechanics. Also apparently there wasn’t enough money in the school budget to hire a flying instructor for the class, so Cheerilee told Storm that she was taking the course because she wanted to help all of the pegai in her class to fly. Shocked that the school board would do this to the foals--and cub counting his sister--Storm offered his help in teaching the children how to fly, seeing as he was a good flyer himself, and had the free time.

The two came up on Cheerilee’s small house rather quicker than either of them realized. Cheerilee unlocked the door to her house, stepping in to allow Storm come in her house as well. “Wow, Cheerilee your house is really organized,” He said looking around the clean living room, it made his small apartment look like a homeless dirt-shack in comparison. Cheerilee blushed from his compliments, leading him to the couch taking a seat, and waiting for him to do the same thing.

Storm took off his bookbag and took the empty seat next to Cheerilee. “Well, I try my best, but there no guarantee with the new school year in effect. In truth, I just got done with cleaning the place up this summer, and now all that hard work is going to go to waste. Ah-oh well.” The two college students shared a laugh together, enjoying each other’s company, and already becoming friends.

“So, what should we study first,” Storm asked, ready to get as much work done over the weekend as possible.

“Well, what did you go over in class today?” Cheerilee didn’t really care what kind of studying that they did, she always loved to learn something new, and aerodynamics was a subject she never studied before.

“Nothing really, the professor just blab on about the importance of wind shear, and all that other stuff.” Storm did pay attention in class, it was just that he find anything that he already knew to be boring, and mundane to the point where he would just faintly listen to the professor. “So I’m guessing that would be a good place to start. Seeing as that’s the only thing he talked about.”

“Sounds groovy to me.”

The instant Cheerilee realized that she used a term from her old school days in front of a good looking guy like Storm, she covered her mouth in embarrassment. “Did you just say ‘groovy?’ That’s adorable.” The blush grew brighter but Cheerilee wasn’t as embarrassed any more. She and Storm started to laugh again before starting studying about wind shear, which Storm turned out to know a lot about. It even got to the point where Storm only had to glance at the book before he could explain one of Cheerilee’s questions.

He even used his wings as an example for one of the problems, while he was explaining the steps to the problem Cheerilee was more interested in his large wings. Cheerilee had never seen a pair as powerful as the one on Storm’s back, as he pointed to the top of his wing where all the feathers connected, Cheerilee’s eyes trailed down to his impressive feather length it nearly doubled the length of any pegasi she knew, and also the black feathers stuck clearly out from his dark-silver fur.

As time went onward, Cheerilee started to find comfort in Storm’s confidents. No matter what questions she had, he was able to answer them--after a short look through the book--and also use his wings as an example. When the subject changed from wind shear to air-velocity, Storm thought that would be a good place to call it quits.

Storm stretched out his stiff wings, popping the hard joints back into their right positions, and let out a big yawn. “Alright that should be enough for now.” Cheerilee did the same thing--minus the wing part--and looked towards the clock, seeing that it was close to dinnertime.

“Well that was quite fun, Storm I didn’t know that you would know so much about aerodynamics,” Cheerilee said, having actually learn a thing or two from the wolf, and also enjoying his lectures.

“Yeah, well if I want to be the best aero-rider I got to know this stuff,” Storm replied, placing his books back into his bag.

Cheerilee looked towards the wolf with a confused look on her face, she know she heard the term ‘aero-rider’ before, but she wasn’t sure where. “Aero-rider?”

“Yeah, its a popular sport in the republics, and with the right gear anyone can join. I had hoped to win the Lunar Grand Prix but to do that I’ll need all the knowledge I can get.” Storm always had ambitions about becoming the next lucky winner of the biggest races circuits in the republics; to do that he’ll need as much know-how of aerodynamics, and mechanics he could get.

“I see, but why come to Equestria? Wouldn’t there be something for this in the republics,” Cheerilee asked, knowing that only a few things that were popular in the republics was even mentioned in Equestria.

“Heh, yeah that’s the thing.” Storm turned away blushing a little. “You see I have another goal and the only way to achieve it was to come here.” His eyes turned to the ground and Cheerilee looked at him with a touch of confusion--but it was mostly concern.

“Come on Storm, you can tell me.” She placed a reassuring hand on his shoulder, giving a friendly smile, yet the look on Strom’s face didn’t change. “Alright how about this, I’ll tell you something if you tell me.”

“Alright.” Storm took in a deep breath. “I wanted to bring aero-riding to Equestria.” Cheerilee’s eyes lit up with a bright gleam.

“Oh Storm that’s wonderful dream, I’m sure that anypony would love to try something like that.” Cheerilee was surprised that Storm wanted to bring a piece of his home and share it with all of Equestria; she herself has even dreamed of flying through the air. “I’m sure someone as smart as you will be able to do it.”

“Really, thanks Cheerilee.” Storm looked in Cheerilee magenta eyes, the bright shine caused him to blush. “Well what about you? Surely that being a grade-school teacher isn’t the only thing you’ve thought of,” He said trying to get the subject to change.

“Oh, right.” Cheerilee blushed, knowing that she made a promise to tell Storm her dreams when he told her’s, and she intend on keeping that promise. “Alright, but you have to promise not to tell anyone.”

Storm placed his left hand over his chest, raising his right one, and bowing his head. “Cross my heart, hope to deny any lie, until the day I cry.” He recited a nursery rhyme that his mother taught him when he was a little pup, of which he thought Flyleaf.

Cheerilee giggled at the silliness of the wolf’s nursery rhyme, it somehow made it easier to tell Storm her secret. She took in a deep breath before telling Storm something she hasn’t told anyone in a long time. “Okay...well obviously you know what it feels like to fly through the air, right?” Storm nodded his head, having a feeling that he knew where Cheerilee was going, but he kept quite wanting her to be the one to tell him. “You could say, that I’ve always wanted to know that feeling too. Every time I see a pegasus flying freely through the air, not bound to the ground, to let your worries fly right past you in the wind, its-”

Words left Cheerilee as her eyes locked onto Storm’s bright hazel-green eyes, a warming heat rose to her cheeks. “Magical.” Without even realizing it, both college students started to lean closer to each other; their gaze never leaving one another's. Right when they were inches from each other, one blink was all it took before their lips met.

A burning spark ripped across their bodies, prompting them to increase the power of the kiss, and to add their tongues to the mix. Storm quickly took role as dominant, Cheerilee happily allowed him to do so.

Unwillingly, the two separated due to the need to breath, yet they continued to gaze into each other's eyes. Storm admired Cheerilee’s charm and her cleverness; the combination seemed to be scarce in most females he knew. Times where he did had a special someone, the female--or females in that case with those twins--didn’t really peak his interest that much, the only real reason that they would date somewolf like Storm was to say that they were dating one of the smartest guys in school.

Cheerilee’s love life was just as dead, between teaching her students, grading papers, working out lesson plans, managing the budget for the class, and going back to school for various reasons she didn’t have much time to date anyone either. On top of that, there wasn’t that many single stallions that caught her eye, and after that time she--almost--married Big Mac she hasn’t been able to look him in the eyes let alone speak with him.

But that wasn’t the case with Storm, she felt comfortable around him, and he with her. Cheerilee never met someone as smart--or good-looking--as him, Storm could say a lot more about the mare.

Storm was the first one to snap back into reality. “Wow, that was something,” He said, the bright blush on his face still very visible. “Hey Cheerilee I’m-” Storm didn’t have time finish his sentence before Cheerilee pushed him on to his back, locking his lips with hers yet again, and running her hands over his midnight-blue shirt that was hiding his board chest.

Fighting through the surprise, Storm returned the kiss in full, and started to rub his hands on Cheerilee’s back. This time, Cheerilee was the one to take control of the kiss, running her tongue along side Storm’s fangs, and shivering just thinking what the sharp dense bone can do.

Storm savored the sweet-honey taste from Cheerilee’s lips. He hands instinctively slid down her back, towards the hem of her white blouse, and he reached under it to massage Cheerilee’s back with his claws. She started to moan in the kiss from Storm’s massaging, her hips pressing against a large bulge in his black shorts.

Cheerilee sat up in Storm’s lap, undoing the buttons of her blouse, letting her breasts free from their tight confinement, and leaving Storm to gaze at her large chest hang freely. She tossed the blouse aside, reaching behind to undo the latching for her light-pink bra, but having trouble with the pesky latching. She would be able to buy the right size bra but due to spending cuts and teachers’ salary cuts and college fees, money was a little tight, and Cheerilee had to make do with what she has.

“Need help,” Storm laughed, making Cheerilee look down towards him with a sly grin.

“Please?” Cheerilee mustered up the biggest puppy-dog eyes she could--seeing as she was a grade school teacher, it worked. Strom fought back a chuckle as he sat up, bringing his claws around Cheerilee’s light-pink bra, and quickly undoing the latching. He tossed the one-size too small bra over his shoulder with a cheesy smile on his face.

Cheerilee looked at Storm in amazement, she could never get the tight bra off as quickly as he did. Seeing the awe in her eyes, Storm raised his hand in front of her, and unsheathed his claws. “Claws. Can’t live with them, can’t live without them.”

Giggling Cheerilee pulled Storm in for a kiss, leaning down to her back, and taking Storm’s shirt off as well. A small lustful gasp escaped her lips when she saw the muscular chest that he was hiding the entire time. Using the momentum that he been building up, Storm went for Cheerilee’s flower-pattern panties, but she stopped him.

Feeling a few years worth of desires build up, Cheerilee reached her hands to Storm’s blue shorts, and undid the zipper.

Yet again another lustful gaps left her lips at the sight of Storm’s shaft. The long nine inch rod, had thick ridges around the tip, and Cheerilee could see the veins beating to his heart-beat. Cheerilee could feel herself getting wet just thinking about the massive rod pushing inside of her. Without realizing it, Cheerilee already had her mouth open to take the meaty rod in her mouth.

Storm groan when Cheerilee started to suck around his tip and rubbing the rest of his length. Her tongue circled around the head, running against the underside of Strom’s shaft, and she reached towards his large balls giving them a small squeeze.

Drool started to from around Cheerilee’s mouth as she tried to take more of the shaft in, reaching a good way down before pulling back, and repeating the process going deeper each time.

Strom grip on the mare’s ears, giving them a rub to encourage her to go further down, and being rewarded with Cheerilee going further down deep-throating him. Sloppy slurping sound echoed through Cheerilee’s home as she continued to deep-throat the large shaft. Storm could feel the top of Cheerilee’s mouth each time she went down, the warm wet feeling quickly became too much for him, and came in Cheerilee’s mouth.

Her eyes shot open when the first load of thick hot seed fired straight down her throat. Instead of pulling off, Cheerilee did her best to swallow as much of the cum as she could, and worked double time to breath through her nose. Her own flower started to moisten from the hot cum going down her throat, dirty thoughts filled her head about her being the dirty school teacher that would fuck a wolf she just met not five hours ago, and deep down she secretly loved it.

Soon Storm stopped cumming, Cheerilee drank the last of the wolf seed before taking her mouth off the still erect shaft, and taking a deep breath. “Cheerilee, I’m sorry. I’ve should have warn you.”

Cheerilee shook her head, smiling that Storm was worried about her. “Don’t be, I wanted to do that, but now I think you should return the favor.” She started to move onto her back, spreading her legs revealing the wet spot in between her legs. Storm chuckled to himself, taking the hem of Cheerilee’s flower-patter panties, and pulled them off her long thick legs.

Storm kept Cheerilee’s legs up in the air, moving his mouth over to her soaked flower, and took in a deep breath of the sweet honey scent that reminded him of a field of flowers. He started to lick outer walls. Cheerilee started to whine and moan from Storm’s teasing, she grabbed hold of his spiky black hair, and started to sing out his name. Her moans turned into screams when Storm pushed his tongue inside of her marehood, drinking as much of the sweet juices as he could.

Cheerilee could feel Storm’s sharp canines brushing along side her marehood, a small shiver flashed through her spine, yet she loved the thrill of having the predatory bones that close to her. Storm squeezed Cheerilee’s thick thighs, using his claws to trace her flower cutie mark only rising the thrill she was getting from him.

Storm took Cheerilee’s clit within his canines, roughly pinching the sensitive button, and making her screams lose sound for a second. Cheerilee’s sweet scent drove Storm wild, the more of her sweet juices that landed on his tongue, or the more he smelt the honey scent, the more he wanted. Storm could feel Cheerilee’s marehood clamping down around his tongue, he knew she was going to cum soon, and he redoubled his efforts pushing his tongue deeper inside.

This succeed in getting Cheerilee to pull on his hair and screaming to the ceiling above. She quickly came right after, her marehood tightly clamped down around his tongue, and let loose a torrent of cum on his face.

As Cheerilee came down from her high, Storm licked the remaining mare-cum off his face savoring the last few drops. Looking down, he saw Cheerilee heavily breathing, and very sweaty. Cheerilee looked back up towards Storm, a happy drunk--more happy than anything else--smile on her face. Their eyes connected yet again and they both knew what the other wanted.

Storm positioned himself in between Cheerilee’s legs, his shaft lined right to her marehood, and he looked into her eyes for permission. “Are you sure?” Cheerilee nodded, bracing herself for the fully-erect shaft to enter her tight marehood. Storm started to push the head of his shaft pass the tight outer walls, causing both of them to moan, and grant from the rough entry.

Storm took Cheerilee’s large breasts in his mouth, biting down on the sensitive, and erect nipples. The more the shaft pushed in Cheerilee, the more she could feel it spreading her wall. Storm made it halfway before pulling out to push back in, building a slow rhythm, and going deeper each thrust.

Cheerilee’s mind was going numb from the power of Storm’s thrusts, the massive shaft spread her wall thin, and Strom’s ball would smack Cheerilee’s small rosebud every time he pushed in. She started to pull roughly on his black hair, the feeling of being full of Storm’s shaft brought a smile to her face.

Strom roughly handled Cheerilee’s large sunflowers within his teeth and claws; leaving her to moan out his name. “Storm...I-I not going to last m-much longer.” Cheerilee never taken big shaft as Storm’s let alone had sex in awhile. Storm just merely grunted in response, he could feel himself already back on the edge from his last climax, and doubled his thrusts making Cheerilee cross her legs around his waist. “Storm please, c-cum inside of me. I-I need to feel your seed.”

Not wanting to disappoint the mare, Storm let loose a torrent of cum inside of the tight marehood making her fall off the edge as well. Storm gave a few more thrusts before collapsing on top of Cheerilee completely worn out. Instinctively, Storm wrapped his wings around the mare, both of them were heavily breathing, and covered in sweat and each other’s cum.

Cheerilee reached her hands around Storm’s body and started to rub a hand on the base of Storm’s wings causing him to moan from the avian weakness that all winged creatures carried. “That was wonderful,” Cheerilee said through her gasps.

“Hey what can I say? Mom taught me to take care of mares,” Storm replied with his usual cheesy smile. Cheerilee giggled at Storm bad joke, his brand of humor may not be the best, but it was good enough for her.

The both of them turned to their sides to have a better place to sleep and Storm could still have his wings around Cheerilee without sleeping on them. “Well, I’ll have to thank her. Now I think we should go to sleep, you still need to pick Flyleaf up from the crusader's clubhouse.”

“Alright, hey um...Cheerilee. What this makes us,” Storm asked, already having been through a few mistake relationships that ruined some good friendships; he didn’t was the same to happen with Cheerilee.

“I”m not sure, but whatever it is, I’m glad it happened,” Cheerilee said with a happy smile, she wasn’t ready to say that she loved him, but there was definitely something about Storm that made Cheerilee want it to work. Storm nodded his head, he kissed the top of Cheerilee’s head wishing her good night, and closing his eyes to go to sleep.

Cheerilee looked at Storm while he slept, the slow rising and falling of his chest gave him a calm and peaceful look that Cheerilee adored. Best study break. Ever. She closed her eyes, only having dreams about the wolf laying next to her.

Sweet Apple Acres; The next morning

Storm and Cheerilee walked down the dirt road towards Sweet Apple Acres, the two woke up this morning not surprised that their tails were intertwined together, or that Storm’s wings didn’t move out of place. As they walk towards the apple orchard, Storm continued to go about all he knew about aero-riding and its--somewhat short--history, and Cheerilee couldn’t be more engrossed in the topic.

Storm went on to say that he competed in other smaller events, though he hasn’t won many of them. Cheerilee then asked why was aero-riding so important to him since he has wings. Storm started to chuckle as he recalled the day that his mother took him and Flyleaf--though she had yet to be born--to a qualifying champion race that was being held in a town nearby his.

He remembered the excitement he felt when he saw all of the racers get ready at the starting line. One racer in particular caught Storm’s eye, he was the reigning champion trying to defend his title. Once the race started, Storm remembered watching the champion leave all the others in the dust. To him it was like the other racers didn’t even exist; all that matter was the champion, his board, and the wind rushing past him.

Storm could never forget the calm look on the champion’s face, it felt as though he wasn’t even trying, and that just made it more exciting for Storm. The precise movement from the champion was incredible. Storm remembered hearing rumors that the champion could see the streams of air that the riders would use to make it through turns and keep their boards in the air.

Cheerilee asked more about the boards, enjoying the happy look on Storm as he spoke. The wolf told Cheerilee that there are two main ways an aero-rider can get their board in the air. One way was with magically charged crystals, magnetically powered so they can negate the gravitational pull on them. The other way was more mechanical than the last one, using a variety of invitations, and other engineering know-how to make small hover-blades to keep the board and its rider airborne.

Cheerilee nodded, knowing that she couldn’t hope to make one for herself anytime soon. Storm offered to make one for her but she'd to wait until he figured it out as well. That’s when Cheerilee offered to help him with his project, so as long they stay friends no matter what happens to their...’relationship.’

Storm smiled agreeing to the school teacher’s teams, glad that they’ll be friends even if something happens. Soon they came across Applejack who had been up since the crack of dawn, working on bucking down apple for the Summer Harvest Festival. Cheerilee introduced Storm to the farm-mare and Applejack soon made the connection between Storm and Flyleaf.

“Mr. Stream your sister is something else. On their way here, she stopped a runaway cart with her bare hands. Woo, what would I give to have that kind of strength at her age.” Applejack led the two new ‘love-birds’ to the far west-side of the orchard where the tree-house was. “So you said that you’re a new student at Ponyville U?”

“Yeah, me and Flyleaf just got here a few days ago, and my first class was just yesterday. Also I’m not surprised that she was able to stop the cart, we may have pegasus blood in us, but all that did was give us wings,” Storm answered, secretly impressed at how strong Flyleaf was becoming, and knowing that she’ll only grow stronger.

“You dire-wolves are something else. Well, here we are.” Storm and Cheerilee looked at the tree-house impressed by the size and condition of it. From the look of things, the CMC’s have been taking good care of the clubhouse. Applejack started to call the girls down, shouting their names, and waiting for them to wake up. The girls all came down the tree-house--well in Flyleaf’s case, flew down--and said their good mornings to the three adults.

Flyleaf was quick to wrap her arms around Strom’s neck, nuzzling into his fur, and catching a whiff of Cheerilee’s perfume. “Hey onii-chan, why you smell like flowers, and dried sweat? Have you been running this morning?” Storm had to hold back a face-claw at his own forgetfulness while Cheerilee blushed looking away from Applejack’s questioning gaze.

“That’s not important right now. Come on kiddo, we still got some unpacking to do, then you can hang out with the CMC’s some more alright?” Flyleaf’s eyes lit up, the thought of hanging out with her new friends was far more interesting than asking any more questions.

“Well what are we waiting for, come on onii-chan!” Flyleaf took off towards the direction of their apartment building, leaving Storm with a bemused face. Flyleaf wasn’t one to get close to anyone as quick as she did but he soon dropped the thought.

“I’ll catch up with you later Cheery, I got to make sure Flyleaf doesn’t go through something she’s not supposed to.” Storm knew that he had an assortment of tools and other dangerous equipment laying around the apartment; all far too hazardous to keep around a twelve year old.

“Don’t worry, we can met up later for another study session .” Storm could hear Cheerilee’s slurry voice emphasize the last part “Go on.” Storm smiled, spreading his wings, and taking off after his little sister.

“‘Study session,’ huh? And just what you two would be ‘studying’ together? Alone.” Applejack looked towards the school teacher with a questioning gaze.

Cheerilee laughed to herself, turning around, and skipping home. “Nothing~ Well I’ll see all of you around.” Applejack noticed a sway in her step, realizing what the two really been doing, and knowing that Big Mac can’t know or there will be hell to bring.

-The end, Sid.

Author's Note

Okay, editing is now done, and I hope its better. Anyway same thing as before tell me if you want to see Flyleaf and the CMC's--aged accordingly. I'm liking this actually, this and Sid's Requests are helping me expand on my AU universe more. So I'll let you guys go. Till next time~

-Sid.