The Fall and Rise of Miss Cherilee

5: The Ponytones

Shimmering Heart is exhausted and he takes a moment to sit on the beach and watch the sun set over Horseshoe Bay. The last few days, since their trip to Baltimare, have rushed by in a blur of catering to the needs of two demanding ponies. The doctor told Autumn to take it easy and rest for a week and it would seem that she has taken the advice a little to literally, only coming out of her bungalow for the first time this morning. And then there is the old whatsit at the other end of the complex, 'Fetch me this, Fetch me that' Tea, something cold, food, paints, brushes, 'Move this, Tidy that'. How does Autumn cope with it all?

It has been another intensely hot day and Shimmering Heart can still feel the heat in the dry sand. He gets up, moves down to the waters edge and lays down where it is damp and cool to watch the waves lapping at the shore.

"I expect you are wondering how Autumn copes, aren't you." A quiet voice inquires from behind the Sergeant.

"I'm too tired to think straight." Shimmering Heart turns his head to see a magenta figure slowly walking across the beach in the gathering gloom.

Cheerilee stops and sits beside him, Gazing at the western sky line as the last of the sun disappears. She closes her eyes and recites a silent prayer. My darling Twilight, you were always the strong one my beautiful star. Sleep in peace and happiness as you shine in my heavens. I love you and miss you. Please wait for me and I will see you again one day soon. Eyes open once more she scans the darkening sky above her, looking for what she knows will appear at any moment. There, the first faint sparkle of the evening star and Cheerilee places a hoof to her lips and blows a kiss towards it.

"So, how does she normally cope?" He finally asks.

"She screams and shouts at me most of the time, but not as much as when she was younger and its not really an option that is open to you."

"You seem to have known Autumn for a very long time." Shimmering Heart frowns as he unexpectedly recalls a distant childhood memory. "When you came to visit when I was just a little foal, I remember a very dark blue filly that you called daughter.... Oh my!"

"I adopted an orphaned unicorn foal after Twilight died." Cheerilee smiles at his realisation. "Her mother died about the same time and yes it is Autumn. She knows about her discovery and subsequent adoption, so we now have something of a complicated relationship, but I lover her as much as I lover Twilight. So, be warned, I will not stand by and see her hurt."

Shimmering Heart is lost in thought for a moment, watching the gentle waves wash against the shore. He makes a decision, sits up and resolutely addresses the Countess. "I am in love with Autumn."

Cheerilee leans over and hugs him, leaving a patch of damp sand on his neck. "I know, she has said the same about you and I am glad for the two of you." She smiles and laughs, but there is sadness in her eyes as she tries to rub off the wet sand, only to spread it further into his fur. "She has looked after me so well, now that I need her, but it will not be for much longer and then my dear, darling Autumn is going to need somepony to look after her."

"What are you trying to tell me Countess?" Shimmering Heart is concerned by this turn of the conversation.

"You know only too well how old I am. All I have left in my life is Autumn and you and you now have each other, so she no longer needs me. My duties are finally discharged and what is left of my life is my own and truth be told I don't want it. My time is coming to an end and I really want to be reunited with Twilight."

Shimmering Heart sits in shocked silence, staring at Cherrilee and struggling to comprehend the notion of losing a pony that he is starting to greatly care for.

"My dear Sergeant do not worry, I am not about to drop dead on you just yet." Cheerilee smiles and hugs him again, leaving yet more damp sand on his neck. As the old mare stretches and sits up once more, her face changes to a hard steely look. "But not a word to Autumn." She grabs his muzzle between her hooves and stares into his eyes. "Mark me, not a word! I do not want her worrying about me any more than she already does."

"But Countess, surly....?"

"No! She has enough to deal with now and there will be even more when I am gone. Celestia is sure to...." Cheerilee tails off and returns her attention to the vast expanse of the bay, hoping to conceal her concern for Autumn's future.

"What has the Princess to do....?"

The Countess stands and turns away from Shimmering Heart, but glances back over her shoulder. Cheerilee holds up a hoof, stopping him in mid- sentence. "That part f my tale is for later. Now come with me."

"Where are we going now?" Shimmering Heart mutters as he stands and follows Cheerilee.

"Autumn had a look at the kitchen today, unless you want to find out just how much she can shout and scream, we had better have a bit of a tidy up."

****

Muffled, but distinct voices from beyond the door, float through the bedroom. The room is dark with only chinks of morning sunlight seeping round the curtains. Uncertain of the time, the body under the covers groans with irritation and a thumping head, as a flailing hoof searches for a missing alarm clock. Giving up the hunt, the hoof retreats under the covers to pull them down and reveal a tousled dark grey forelock wrapped round a horn and an ear that is cocked to listen to the discussion going on in the main room of the bungalow and wishing that they would shut up.

"Well! That's no reason not to be up yet."

"Oh Autumn, don't be mean. He is going to have a hangover this morning and anyway I took the clock from the bedside table."

"So, get a few drinks into him to get him to open up and then pinch the alarm clock so he sleeps late, so we can talk about him. I see you haven't lost your penchant for deviousness."

"Really Autumn! How do you think I survived all those years of Palace intrigue and the back stabbing infighting of the Diplomatic service? There is always a place for deviousness and if that fails blackmail and gunboat diplomacy."

"It's a wonder we have any allies left. Did he tell you what you wanted to know?"

"Before we had even reached the kitchen."

"Getting him pissed was probably unnecessary then."

"Probably, but a lot of fun though. He never realised that the drinks were spiked."

"Well, at least you got the kitchen more presentable before your happy hour."

That explains where the clock went. Shimmering Heart attempts to roll out of the bed. I am going to strangle that old....Oh crap! My head! He gains his feet, staggers a bit and crashes back down.

"Ah, sounds like it's time you took that tea in."

The bedroom door opens slightly, allowing in a flood of morning sunlight. Shimmering Heart winces from the pain in his eyes and skull and pulls the blanket over his head.

"Tea is served, 'Your Highness'"

"Go away, I think I'm dead." He mutters and then cringes as every sound scrapes through his head.

The blanket is slowly pulled away from his eyes and Autumn grins down at him with a sly look on her face. "Got you good and proper, didn't she. I have brought you some sweet teat, it may help with the hangover."

"What in Celestia's name does she mix those things with?"

"Her Cider cocktails?"

Shimmering Heart nods.

"You probably don't want to know. lets just say that they creep up on you and are strong enough to stun an Ursa. How many did she make you?"

"I think it was three. They just went down so easily."

Autumn winces. "No wonder your head hurts. Two is my limit and I don't think I have ever seen Cheerilee finish one." Her face softens to a loving smile and she leans down to kiss Shimmering Heart.

"Yuck! You need a shower." She giggles and then shrieks as he grabs her and pulls her onto the bed.

"Not interested in a bit of dirty old rough then?" Shimmering Heart rolls Autumn on to her back and kisses her, moving from her lips, across her throat and down her neck as a hoof gently caresses her soft belly.

"Stop it!" She whispers, half-heartedly trying to fend him off, but she reaches down and gently pulls his head back up till their lips meet and Autumn throws her forelegs tightly round his neck.

"A-hmm! Less of that now, I'm still out here you know." A voice calls from beyond the bedroom door.

Autumn snickers softly, but refuses to release her hold on Shimmering Heart as their kissing becomes more passionate.

"Now, now children. You can play with each other latter." Cheerilee calls, her voice laden with mirth.

Shimmering Heart grins as he watches Autumn roll her eyes in mock exasperation and whispers to her. "Guaranteed passion killer, having your boss hovering out side the door."

Autumn gives him a gentle push. "Come on, go and get cleaned up and then meet me at the kitchen, I will make you something to eat before I start on lunch."

Lounging back on the bed, Shimmering Heart gazes at Autumn as she straightens herself up before giving him a saucy little wiggle as she leaves the room. He smirks at the ribald comments that come from the bungalows living room as Autumn passes through on her way to the kitchen.

As he sips his tea Cheerilee appears in the doorway. "Come on lazy, I want you to help me with something."

****

If only he had known what it was that the Countess had wanted his help with he would have stayed in bed. For three hours now, Shimmering Heart has sat completely still at the veranda table with a serious hangover washing round his head as Cheerilee sketches, even the slightest of fidgets has earnt him a reprimand.

The afternoon is growing hotter and hotter as the sun beats down on the veranda roof. The ice in the jug of apple juice that Autumn left on the table cracks and pops softly as it melts. She arrived and departed in grinning silence, but her quick glance at the canvas on the easel produced a sharp rebuke. "Be gone with you! Your turn next."

Cheerilee's head pops round the side of the frame and disappears once more. "I think that should just about...." There is a few more gentle swishes of charcoal on canvas. "Do it! You can relax now, But don't more too much."

"Thank Celestia! I'm gasping for a drink." Shimmering Heart sighs and slumps onto the table.

"Pour me a glass please." The old mare calls as she rummages through her paint box.

Two glasses served, Shimmering Heart places one on the small stand next to the easel and takes his first look at Cheerilee's sketch.

She watches him for a moment as she starts to mix some paints . Not bad, if I do say so my self. I haven't done a proper sit down portrait for years."

Shimmering Heart continues to stare at the drawing with amazement. Well I'm no expert, but that is definitely me. I could almost be looking in a mirror."

"Still a lot of work to do et, my dear. Now, sit back down at the table, I want to do a little fleshing out before I try and do Autumn tomorrow. Getting her to sit still will be fun, Anypony watching would swear that she has heal mite, the way that she fidgets and wriggles."

Cheerilee selects a paintbrush and angles the easel round slightly to better catch the afternoon sun as she carefully studies her subject while he sips his chilled juice, absentmindedly gazing across the bay. Se begins to apply paint to the sketch and watches a frown form on Shimmering Heart's face, recognising it as the precursor of a question.

"Countess, Can I ask you something?"

"You may."

"I was thinking about what you were saying about the Shire Horses and how popular you were, did you ever have a reunion or perform again?"

"Oh heavens above." Cheerilee chuckles quietly as she changes brush and colour. "Why is everypony so interested in the band? It was such a small part of my life."

"I don't agree, short maybe, but not small. I think it was the music that has made you who you are today."

She looks at Shimmering Heart with interest and gestures for him to continue.

"You have a very strong desire to create." He point to the easel. "And that's what made you pursue music rather than acting. If it wasn't for the Shire Horses you probably wouldn't have become a teacher, helping to create happy and well educated young ponies. If you hadn't become Ponyville's teacher you would have never met Twilight and I wouldn't be surprised to find that one of the things that attracted her to you is your desire to create."

He watches Cheerilee as she becomes distracted with thought, a soft and happy smile forming on her lips. She turns to the little table beside the easel and runs a hoof across the polished box that contains her paints. "I suppose you have a point. It was Twikght who persuaded me to start painting again, She gave me this box with paints and brushes on our first anniversary."

"And what did you give her?" Shimmering Heart inquires.

Cheerilee's cheeks flush. "A book, but what it was about, I would rather not discuss, other than we tried a few of it's suggestions that night."

Shimmering heart laughs and returns to his original question. "So, did you ever sing in public again?"

"Only the one time, but not with the Shire Horses. A small gig with Thunderhooves and the Ponytones for a very special birthday party."

****

Miss Cheerilee stands fidgeting back stage in Ponyville's town hall, her heart thumping from the adrenalin and fear as Rarity fusses round her, making some last minute adjustments to her costume. "Sweet merciful Luna! I'm so nervous, I'm never going to remember the lyrics."

"You will be fine darling. You have done this before, in front of much larger audiences."

But not for years and never in front of a princess and and....Oh, Twilight is going to be cross with me." Cheerilee can't decide whether to run or cry.

"Twi will be overjoyed, she is only expecting the Ponytones darling. Its Pinkie Pie I'm worried about, she was rather looking forward to organising Twi's birthday party only to have it canceled in favour of my concert. She is seething and hasn't spoken to me all week."

Oh heavens! What have you gotten me into? I really don't think that I....Ow!" Cheerilee skips sideways as Rarity steps back, a large pin grasped in her magic.

"Buck up mare! We have rehearsed enough, you know your numbers off by heart and ours are not going to be a problem for a pony with your musical ability. Now get your self on stage, Twilight is going to love it."

After a rapid trip to the bathroom, Cheerilee places herself in the centre of the stage. She glances at the rest of the Ponytones, Rarity, Toe Tapper and Torch Song huddled together practicing harmonies and then there is Thunderhooves and Big Mac talking, well Thunderhooves talking and Mac delivering his usual monosyllabic replies. The occasional Eeyup can be heard back stage. In front of her is the rather dull back of the ornate stage curtain and from the other side Cheerilee can hear the hum of the audience, one voice in particular standing out with its hint of worry.

"Oh Princess, where is she? It's not like Cheerilee to be late."

"Do not concern your self my faithful student, she is here."

"But I can't see her and the concert is about to start."

"Miss Cheerilee is very close and you will see her in a moment, be patient Twilight."

Spike appears from the side of the stage. "Ok everypony, time to get ready. The curtain will go up as soon as I have announced you." He disappears to prepare for his own grand entrance.

The rest of the group position themselves either side of Cheerilee and Thuderhooves greats her with a nod. "Hey honey. Lookin' good."

She acknowledges him with a graceful smile and turns her attention to Rarity, who winks and grins at her.

"Have no fear darling. If you freeze, I have just the thing to help you along."

"If you stick me with that huge pin again, I will double-barrel you into the middle of next week." Cheerilee mutters through gritted teeth.

Rarity snickers quietly and spots Spike waving to them before he ducks round the curtain. "Ok Ponytones, make ready." She calls.

From the front of the stage Spike commences his announcement. "Your Majesty! Fillies and Gentle colts, we are gathered here on this auspicious day to celebrate the birthday of Ponyville's most revered citizen, our much loved friend Twilight Sparkle. When asked what she wanted for her birthday, Twilight's primary request was to her beloved and belongs in the privacy of their bedchamber...."

"Spike!"

The little dragon hurries on, his voice rising to a crescendo. "Her second wish was for a musical celebration that all her most cherished friends could enjoy. So, after much persuasion and secret negotiations to retake the stage for one night only, I would like to present, supported by the truly marvellous Ponytones, the former lead singer of the internationally famous Shire Horses, Miss Cheerilee!"

The stage lights brighten and Cheerilee takes a deep breath, encouraging herself to relax as the curtain splits down the middle and the two halves swoosh away to the sides of the stage. The group take three paces toward the front f the stage as Spike scampers into the wings and Cheerilee quickly glances along the first row of the audience. There in front of her is Twilight, mouth hanging open, surprise writ large across her face. Beside her, a chuckling Princess Celestia wraps a long slender leg round Twilight, hugging her tightly as she whispers something into the unicorns ear.

Before Cheerilee can take in any more, Rarity calls the key and the group launch into the first song, a Ponytones classic 'Got the Music in You'. They perform a whole string of Ponytones songs for the first set and end with 'Music in the Treetops'. As the last note dies away the group bow to the applauding audience. take three steps back and as the curtain sweeps closed, Cheerilee catches a brief glimpse of a happy Twilight cheering and stamping her hooves.

"Honey, that was ok." Thunderhooves grins at her.

"Darling, fantastic! We blew their ears off! They will be putty in your hooves for the second set." Rarity, full of excitement, skips round Cheerilee.

The magenta mare takes a deep breath, her legs fold and she slumps to the floor. "I don't ever remember being this frightened." She moans.

"I do, honey." Thunderhooves chuckles at her. "I can recall at one you locking yourself in the lav' backstage and screaming at everyponny that you wouldn't come out till you had two dozen cupcakes, some bizarre cocktail that you had made up and the lighting director had been sacked."

"He did keep using the wrong filter on my spotlight." Cheerilee grins and gets up off the floor.

"Heavens! I thought I was a prima donna." Rarity teases. "Ok everypony, time for part two."

The group reform and the curtain slides open, but this time the lights stay low except for one soft spotlight that follows Cheerilee as she alone steps to the front of the stage, the rest of the Ponytones forming an arc behind her. Another glance into the first row reveals an ecstatic Twilight, smiling from ear to ear.

Cheerilee draws in a long slow breath, taps a hoof on the wooden boards of the stage to create a rhythem and starts to sing her first Shire Horses number, with supporting harmonies from the Ponytones. She quickly follows with two more upbeat songs, all three taken from the first album 'Forelock to Fetlock'. Then she switches to songs from the second album 'Hoof in Hoof'. Two more upbeat numbers, followed by two ballads and then Thunderhooves joins her in the spotlight for a pair of duets. The first a funky fast number and the second a slow love song and as they finish, Thunderhooves lowers his head and gives her a gentle kiss on her cheek and then backs out of the spotlight to rejoin the Ponytones.

Cheerilee straightens herself and faces the auditorium, a faint blush still on her cheeks and launches into her penultimate and favorite song, the title track from Hoof in Hoof and she gives it her very best effort, totally enthralling the audience and as she comes to the last line of the lyrics 'Hoof in hoof, like lovers are supposed to be' Cheerilee closes her eyes and lowers her head till her nose touches her breast and the town hall falls into momentary silence before the audience explodes into rapturous applause.

Holding up a hoof, Cheerilee attempts to hush the noise. "Your Highness. Mares and Gentle colts, I have but one more song for you. It is a Shire Horses track that was destined for Hoof in Hoof, but was dropped from the final version of the album and consequently was, at the time, never finished. Over the last week, Thunderhooves and I...." A second spotlight flicks onto the large stallion standing just behind Cheerilee. "Have worked together to rewrite and complete the song and this will be the first and regrettably the last time it will ever be performed on stage. I hope we have had enough time to rehearse and not make a complete mess of it."

There is a quiet ripple of laughter through the audience and Cheerilee waits for it to die away before she continues, focusing the while of her attention on Twilight Sparkle. "I want to dedicate this song to my very special somepony. My darling, I love you so very much it hurts not to be with you. The song is called 'Made to Love Magic'"

The stage lights dim until there is only one low level spot on Cheerilee and she begins to sing, accompanied by the harmonies of the now unseen Ponytones. Cheerilee squeezes every last drop of her love and desire for Twilight into her performance and she can feel the audiences spell bound attention on her. The song reaches its climax and comes to its end, the execution is perfect and as she steps back to rejoin the Ponytones, Cheerilee glances at the front row and can see Twilight, her cheeks soaked with tears. Even Princess Celestia appears to be moved as she furtively wipes her eyes.

The group bow to the audience and the town hall reverberates with the deafening applause as the stage curtains swish closed.

Cheerilee breathes a deep sigh of relief and looks to either side of her at the beaming smiles of the rest of the Ponytpones before her head droops to the floor with exhaustion.

"Darling! We nailed it. Did you hear that applause?!" Rarity can barely contain her excitement.

"Honey, I think that was the best that I have ever heard you." Thunderhooves looks at Cheerilee with concern. "Honey? You ok?"

"I am completely drained." Cheerilee lifts her head and her rump thumps to the floor. "I need a drink."

"Now that's the most sensible thing anypony has said tonight." Torch Song calls.

Rarity glances round all of them. "I am certainly in need of some refreshment, lets go and join the party."

As the others move away, Cheerilee remains sitting with Rarity stood beside her. Thunderhooves and gives them an inquiring look.

"Don't worry, I will be along in a minute." Cheerilee tells him.

"Ok honey, see you shortly."

Rarity frowns as the big stallion shuffles away. "He is being very familiar, calling you honey all the time,"

Cheerilee stands up a little stiffly, laughing softly at what she knows is a very old privet joke. "He's not really Rarity. Everypony from that time in my life called me Honey because at college I used to eat the stuff by the jar."

"I recall that you had something of a sweet tooth at school. Come on, lets get those drinks."

The two mares leave the stage area and enter the crowded auditorium, ponies moving in all directions now that the seating has been cleared away. Cheerilee looks around trying to locate a particular unicorn, but with no luck. She can see the rest of the Ponytones chatting to various friends and then spots the imposing form of Princess Celestia standing by the buffet tables. "Rarity, I'm going to find Twilight. I will see you a bit later."

They part with a wave and Cheerilee tries to work her way through the crowd to where she hopes Twilight is. It takes time as every other pony wants to stop and congratulate her. Finally she makes it into Celestia's presence and the Princess halts her two bodyguards before they can intercept the hot and stressed looking earth pony stumbling towards their monarch.

"Miss Cheerilee." The Princess' voice softly lilts. "It is a pleasure to finally meet you."

"Your Highness. Thank you." Cheerilee bows before the Princess.

"No. No my dear, please stand. It is I who should thank you for all the happiness that you have brought Twilight." The Princess places a hoof under Cheerilee's chin and lifts her up. "She has spoken of you and your....friendship together so often in her reports to me that I wanted to attend your concert for Twilight and make your acquaintance."

Cheerilee squirms a little from the attention. "Thank you Princess. I hope you enjoyed it?"

"My dear, how could I not. The passion in your final performance was so intense, even I was moved."

"Princess Celestia, I was looking for Twilight. I was hoping that she was with you."

"She is and will return shortly," Celestia lowers her head and whispers in a conspiritorial fashion. "Twilight has gone to wash her face, she was feeling a little...emotional after you finished. Mind you the, the spell I cast on her to heighten her passion probably didn't help matters. You, my dear are in for quite a night tonight."

"Princess, I....I...." Cheerilee stutters.

"Here she is, my faithful student." Celestia's beaming smile lights up the surrounding area. "Are you feeling a little more refreshed?"

"I am Princess, thank you." Twilight replies as she approaches, but her eyes are firmly locked on Cheerilee. The smoldering look of intense desire tells Cheerilee exactly how and where this night is going to end. Twilight keeps approaching, never loosing eye contact until their noses touch and a soft, warm lavender leg wraps round Cheerilee's neck followed by a brief and gentle brush of lips against hers.

"Thank you my love." Twilight blushes. "I really wasn't expecting this for my birthday. You were spectacular and that last song...." Tears start to form in her eyes once more.

"Especially reworked for you, for today and I will only ever sing it again, to you when we are alone together." Cheerilee can feel Twilight's sobbing slowly intensify between their gentle kisses, "My darling, you will need too wash your face again."

Twilight breaks away, leaning back slightly to hold Cheerilee's gaze. "I don't care!" She says so forcefully that even Celestia raises and eye lid. "I don't care wo knows about us, who sees us together. I love you!"

Cheerilee's own eyes begin to fill as her emotions and love take charge, she pulls Twilight to her and hugs the unicorn tightly as their lips rejoin.

Majestically towering above the two oblivious mares, Princess Celestia sadly watches them as the passion in their kisses intensifies. "Oh my poor darlings. I wish I could ascend both of you. Your love would outlast Equestria." She whispers to herself, There is no sign of them surfacing for air and the level of passion is such that even the Princess feels obliged to look away and as a measure to offer them a little privacy, she unfolds one magnificent snow-white wing and drapes it over them, determined to protect and stand guard over her charges until they finally exhaust themselves.

Standing on the edge of the gathering by one of the buffet tables, an angry, orange bodied, blond maned and tailed earth pony watches the crowd of partying ponies moving and chatting in front of her. The apple fritter she was about to eat a splattered mess on the floor, her plate having been knocked by an excitable young filly. Why hadn't Mac told her about that miserable magenta.... singing with the Ponytones, he must have been rehearsing with her all week, he's certainly done no work on the farm. If he is dating her again Granny Smith is going to flip. If she had known about the guest performer she wouldn't have come to this rotten concert, Twilight's birthday or not. She decides to seek out her older brother and give him the sharp edge of her tongue before heading for home. She pushes her Stetson to the back of her head, looking round the room for Big Mac and s too distracted to notice that the red ribbon securing her mane is coming loose. She spots Twilight with the Princess talking to another who is just out of sight, so she moves towards them seeking a better vantage point before approaching Twilight. A look of distraught horror rolls across her face as she witnesses her best friend kissing another mare in such an intimate way, in front of everypony and kissing the one mare in Ponyville that Applejack wouldn't spit on if she was on fire.

****

"My dear Sergeant. You are looking thoroughly shocked again." Cheerilee chuckles at him as she cleans her brushes.

Shimmering Heart sits at the table contemplating the most tactful response. "Sod it." He mutters to himself. "You can be very forthright about your....privet life."

She grins and chuckles some more. "I am too old and have seen and done far too much to be bothered with the niceties of polite society. I loved Twilight...."Cheerilee pauses for a moment. "No, that's wrong. I love Twilight, I wouldn't have married her otherwise. And the sex was good, sweet heavens, the sex was really good." The old mare's eyes wander out of focus as the look on her face becomes increasingly heated. "That night, after the birthday concert was the first time that Twilight used her magic as we made love. It felt like waves of intense pleasure flowing through my body, as if I was being intimately caressed and kissed by a thousand Twilight and I became more aroused that night than I have ever been before or since."

Cheerilee places her brushes away and closes the lid of the box before slowly walking over to Shimmering Heart. She gives him a light kiss on the cheek, places her muzzle next to his ear and begins to whisper. "Twi did things to me all that night that brought me to climax after climax, the way that she touched and kissed me. When I close my eyes at night, I can still feel her suckling at my udder and allowing me to do the same to her until we were both so excited and wet and then...." Cheerilee's voice drops so low and husky that he has to strain to hear every word. "She entered me with her magic."

"I....I'm....Not sure I...." Shimmering Heart manages to force out.

"Neither was I the first time." Cheerilee's voice drops lower and sultrier. "The sensation of so much magic in such a sensitive place is beyond words. The way she could control it, smoothly sliding in and out, expanding and contracting."

Shimmering Heart is sure that the way that the Countess is breathing into his ear is way above the call of duty and then he feels a light touch on his thigh, a hoof drifting up and down his leg and circling his cutie mark in time with Cheerilee's words. He shivers and a soft whimper escapes his lips.

"In, out." She sighs breathlessly. " Hooves on my belly, in, out, lips on my nipples, in, out...."

"Cheerilee! Enough!" An angry voice shouts across the veranda.

They both jump with surprise and turn to see Autumn standing on the veranda steps, the dinner tray held in front of her.

She glares at Cheerilee. "Stop teasing him! You shameless old tart!"

"Oh Autumn, but its such fun." She grins and laughs.

"No! Not for everypony else! You can eat on your own tonight." Autumn snaps and places one dinner plate on the table before turning to Shimmering Heart. "You are coming with me!"

"Don't be like that, dear Autumn. It was harmless." A look of concern spreads across Cheerilee's face.

Autumn ignores the Countess and drags the confused Sergeant to his feet. "Move it, soldier!" She propels him down the steps and on to the beach, heading for her own bungalow.

"Autumn, please come back. " Cheerilee calls desperately. "I'm sorry."

Shimmering Heart looks over his shoulder to see a distraught and apologetic Countess of Ponyville standing on the top step frantically waving at them as Autumn ushers him away.