See Me After Class

Twilight paced back and forth, her hands behind her back. It was almost eight in the morning, which meant Cheerilee would be there any moment. She bit her lip and laid down on her bed, placing her head in her hands and gripping her mane tightly. “H-how is this happening? I never wanted anypony to find out about this…”

Downstairs, Spike was cleaning up after breakfast when he heard a very familiar knock. One knock, then two quick ones. He dried his hands off on his jeans and hurried towards the door, pulling it open to reveal Cheerilee, her mane pulled back into a ponytail, wearing a pair of jeans and a purple blouse.

“Good morning, Spike. Twilight asked me to be here at eight, so... here I am. Is she here, or did she leave?” Cheerilee smiled gently as Spike shook his head.

“Nah. She considered it—I won’t lie—but I talked her down. She’s waiting for you upstairs, but, um…” Spike stepped aside so Cheerilee could walk in, then closed the door. “Look, before we head up, you have to understand that this is a big secret for her. Very few ponies know about it. I mean, the last pony to find out was Princess Celestia, of all ponies.”

Cheerilee nodded, and then wrapped her arms around Spike. “I know how scared she is, Spike. I promise I will listen to her. I love her, and I want to be with her. And being together means taking care of each other and accepting the good with the bad. Okay?”

Spike nodded, his face buried in her chest. “A-And if you don’t stay together?”

“I swear to you Spike, I would never use anything this important against Twilight! If we ever part, I will keep it to my death.” Cheerilee stroked the dragon’s green mane. “I promise.”

Spike nodded before pulling back. “Alright. You should probably go on up before she works herself up even more than she already has.”

With a confidant wink, Cheerilee headed up the stairs, her ears flicking, listening for any sounds coming from Twilight’s room. Silence. She bit her lip before knocking on the door. “Twilight? It’s me. May I come in?”

After a few moments, the door opened with a burst of lavender magic. Cheerilee peered into the room to see Twilight sitting on her bed, still in her nightgown, her face buried in her hands. Cheerilee’s eyes widened as she rushed over to her.

“Twilight, sweetheart? Are you alright? Talk to me!” She brought her hand up to touch Twilight’s shoulder and froze as the younger woman threw herself into Cheerilee’s chest, Twilight’s own heaving from quiet sobs. Cheerilee simply brought her arms around her younger love and held her tight as she cried. Whatever this is, Twilight must be so scared... After several moments, Twilight pulled back, wiping her red eyes.

“B-before I say anything, I need your word that you won’t tell anypony,” she whispered. “Please… no matter what happens between us…” Twilight’s soft voice trailed off as Cheerilee took hold of her chin and brought her into a tender kiss.

Cheerilee pulled back with a soft smile. “Never. I will never break your trust, no matter what. I love you, Twilight. You can trust me.”

Twilight nodded and took a deep breath. “Alright, I’ll tell you. Just… please, don’t rush me. It’s a hard story to tell.”

Cheerilee nodded, and got comfortable as Twilight got up off the bed and began to pace back and forth.

“I wasn’t a normal foal,” she began hesitantly. “I was never interested in friends or playing, really. I kept to myself and spent most of my childhood reading. For a long time, I felt as if something was missing in my life. Then I got my cutie mark. Everything was finally making sense… except one thing.” Twilight paused, and put her hands behind her back.

“Cheerilee, didn’t you ever wonder why nopony knew that Twilight Sparkle was Princess Celestia’s student?” she asked quietly. “I mean, normally you couldn’t have kept that out of the news, right?”

Cheerilee considered that for a moment, and realized that she had never thought about it. But it was true Twilight’s name and picture should have been all over Equestria.

Twilight shook her head with a smile. “It was part of an agreement between my parents and the Princess. A condition of her taking me as her student.” Twilight swallowed hard. “Due to my… medical condition.”

“Twilight, a-are you sick? Is it serious?” Cheerilee asked in a sudden panic. It had never crossed her mind that the secret would be a medical condition…

Twilight licked her lips nervously. “It… it’s a matter of opinion whether it’s a serious condition or not, I suppose. Cheerilee, when I was born, I… I-I was a colt.”

Cheerilee’s mouth opened as she blinked a few times in complete shock. “A… you were born a colt?”

Twilight winced at the unencouraging reaction, but nodded. “Yes. My name was Dusk Shine. I never felt like a normal colt. I had no interest in anything the other colts did. All I wanted to do was study. And, well…sometimes, I would watch the fillies in the neighborhood play. I wanted to be like them. In fact, I…I took a neighbor’s dress from their drying line. She was a few years older than me…”

Twilight closed her eyes, a small smile tugging at her lips. “I had never felt more comfortable in my own skin than the first time I put on that dress. I played in it for a few hours, trying to keep myself hidden, until my Mother came upstairs, surprising me. I panicked, but Mom… Mom wrapped her arms around me and held me tight. She told me that she didn’t understand, but that she would learn. No biting questions. No yelling. She just held me as I cried. The next day she came home from work with a bag from a filly clothing store. She came over to me and handed it over with a smile. I opened the bag to find a pretty yellow dress with a white peasant collar. It was perfect, and in my size. I just looked up at her with big eyes and couldn’t stop smiling. Mom understood… she still loved me.”

Twilight wrapped her arms around herself as she remembered that day. “Mom had talked to Daddy while they were in bed the night before. Neither of them understood why their youngest son wanted to be their daughter, but they both supported me. They loved me. After that it was a whirlwind of counseling and doctor’s appointments. I was diagnosed with gender identity disorder, and it was decided when I reached puberty I would be given infusions of estrogen so I would grow into a mare.” She cupped one of her breasts. “Which is why I have these. My big brother had a bit of a harder time accepting than my Mom and Daddy, but he came to adore having a little sister. In fact he was the one to choose my name. Twilight Sparkle.”

“So… You are a transmare, Twilight?” Cheerilee asked after a moment.

Twilight nodded, looking down at the floor. “I understand if you want to leave now. I know—” Twilight stopped talking as Cheerilee kissed her softly.

“Twilight Sparkle, I need you to listen to me. I love you, you silly mare. I love everything about you, and I don’t plan on going anywhere. Do you understand me?” Cheerilee kissed each of Twilight’s eyelids, her lips brushing against salty tears.

“I… I love you too,” Twilight confessed, her voice breaking in relief. “I love you so much that I was so scared! Shining, he, h-he was always worried what ponies would d-do to me. H-He even told Cadance that if she told he would break up with her, and they’re meant to be!”

Cheerilee laughed softly. “And we aren’t?”

“I-I never said that! I just… you… you want to have sex at some point, right?” Twilight’s cheeks gained a rosy hue as she thought about it.

“No, Twilight, I don’t want to just ‘have sex’. When you are ready I want us to make love. Why do you ask?” Cheerilee cocked her head as Twilight reached for the buttons on her nightgown, slowly undoing them, revealing her perfect large breasts and toned tummy. For working as a librarian, Twilight was in fantastic shape. Finally, she stood in just her panties, her tail waving back and forth nervously.

“Well… magic and hormones can do a lot, but they can’t change everything. I had the option of having a bottom surgery, and after seeing pictures of the results I decided that it wasn’t something I wanted. W-What I mean to say is that I still have a colt’s… you know.” Twilight’s fingertips slid under the top of her panties.

“A-A colt, not a stallion?” Cheerilee winced, realizing how her query sounded, but Twilight smiled.

“Well, my shaft and testacles ceased maturation once I was taking estrogen on a regular basis. Remember, I was still a colt when this occurred.” Twilight shrugged. “I… I could show you if you wanted?”

Cheerilee licked her lips as she considered how best to respond before smiling. “Well, I was going to see anyways, wasn’t I?”

Twilight blushed, her eyes focused on the floor as she nodded. The tips of her fingers pulled at her panties and slowly slid them down her legs.

Cheerilee swallowed as Twilight’s hidden genitalia was revealed. The first thing she could see was the curly dark blue hair poking out of the top of her panties. Cheerilee snickered internally. It looked as if Twilight had never seen a razor in her life. I’ll make sure to fix that. She watched as Twilight paused, glancing up at Cheerilee, who gave a simple nod. Twilight pulled her panties all the way down, revealing a small black shaft speckled with purple splotches. It wasn’t that big at all, maybe an inch, an inch and a half. Nestled between Twilight’s legs were two small testicles, each of them about the width of a bit.

“So, yes, as you can see, I… I’m not exactly anything to write home about.” Twilight blushed, her hand subconsciously covering her small penis.

“No, no, don’t say that.” Cheerilee stood up and kissed Twilight’s lips. “I told you that you are beautiful, no matter what. Though I do have a few questions.”

Twilight nodded enthusiastically. “Yes! Questions I can do. What are you wondering?”

Cheerilee tugged Twilight’s hand away from her crotch and kissed each of her fingers. “Good. Now, relax. First, how sensitive are you?”

Twilight smiled, practically cooing from the attention she's being given. “I really don’t have a good understanding of how sensitive it should be. But, I feel it’s enough for me.”

Cheerilee nodded, and, while still cradling Twilight’s right hand against her cheek, she slowly ran a single finger tip down Twilight’s shaft, pulling back once she reached the tip of its head.

Twilight shivered as her shaft grew erect from the gentle touch, doubling in length and width, much to Cheerilee’s delight.

“Well, that answers the second question I had.” Cheerilee got to her knees and ran her thumbs along Twilight's small ball sack, before cupping it in her hand. She glanced up to see Twilight with her head lolled back, and her eyes closed. “Well, it’s obvious to see that you and I can be together. So, what about our future?”

“F-future?” Twilight moaned out, having a bit of trouble concentrating. Her legs shook as Cheerilee continued to run the tip of her thumb over her testicles.

“Of course. I’m not planning on going anywhere, and I don’t think you are either.” Cheerilee looked up to see Twilight shake her head. Her mouth opened, and quiet moans escaped through. “Well… At some point I’d like to be a mother.”

“... N-not a possibility without a lot of magical assistance. I don’t make sperm.” Twilight closed her eyes, worried that her answer would cause Cheerilee to leave.

Cheerilee paused in her stroking before kissing the head of Twilight’s shaft, causing her to shudder. “Mmm, guess that means we’ll never have to worry about condoms then.”

Twilight jerked back from the touch of Cheerilee's lips “Y-you mean you aren’t leaving?”

“Oh Twilight, my little love, I’m not going anywhere. I want to talk to you, love.” Cheerilee stood up and kissed Twilight lightly before pulling away and smiling. “I think you should tell your friends.”

“W-what? Tell my friends… a-about my secret?! I can’t! They’ll leave me and, a-and I’ll be all alone again!” Twilight wrapped her arms around herself. Her erection faded as she trembled, tears running down her cheeks.

Cheerilee wrapped Twilight into a gentle hug, and cooed softly into her ear. “Twilight, my love, I know they will never leave you. You and your friends are so close. Closer than any friends I’ve ever seen.”

Twilight glanced up with glazed eyes as Cheerilee stroked her hair.

“I’m sure even Princess Celestia would tell you the same.” Cheerilee smiled gently.

“The Princess…” Twilight laid her head against Cheerilee’s chest. “Cheerilee, would you be here with me if I asked the girls over to… to talk with them?”

Cheerilee lifted Twilight’s chin to look into her glimmering eyes. “I will be here whenever you need me, even if you may not want me there.”

Twilight giggled a bit, and then touched her lips to Cheerilee’s. “Thank you. I love you.”

“And I love you my little love. Now, before we invite your friends over, I think you should get dressed, hmm?” Cheerilee smiled, and gave Twilight a quick squeeze before letting her go. “I’ll go downstairs and wait alright?”

Twilight nodded, quickly pulling her panties back on before running to her closet to search for something to put on.

Cheerilee smiled and headed downstairs, only to stop dead in her tracks at the bottom of the stairs at the sight of Princess Celestia sitting on the couch, nursing a cup of tea. She glanced up and set her tea down.

“Hello. You must be Cheerilee?”

Cheerilee nodded meekly before bowing deeply. “Yes I am, Your Highness.”

“Now now, my little pony, If you are dating my precious student, you have no need to bow to me. Come, sit next to me.” Celestia patted the cushion beside her.

Cheerilee nervously walked over and sat down as Celestia lifted her cup and took another sip of tea.

“Mmm, Spike does make a good earl grey tea. Would you like me to ask him to make you a cup?” Celestia smiled gently.

“Ah, no. No thank you, Princess. I, um… I didn't see you when I got here.” Cheerilee intertwined her fingers in her lap, internally reaching for all the experience she had accumulated from years of parent-teacher conferences.

“I only got here about five minutes ago. Spike sent me a letter, no doubt worried that Twilight might need me. I’m very relieved to see he was incorrect. Now, seeing as you are still here and I do not hear my Twilight in tears, am I right in saying that she told you her secret?”

“Yes she did, Princess.” Cheerilee smiled with a slight nod.

“I’m very glad to hear that. Well, now that she has told you, are you planning to stay with her?” Celestia set the cup down with a quiet clink.

“I am. I love Twilight Sparkle very much. I don’t plan on ever leaving her.” Cheerilee smiled brightly.

“I’m glad to hear that. You seem like a very kind mare, and I’d hate to send you to the Sun.” Celestia beamed with a wink as she stood up. “Well then, I have to get back to Canterlot; I left a few nobles mid-decree.”

“Of course, Your Highness. May I assume that we’ll be talking again soon?” Cheerilee stood up a few moments after Celestia.

“I would count on it. Until then, Cheerilee.” She bowed her head and vanished in a flash of light as Twilight came downstairs wearing a denim skirt and white blouse.

“You look beautiful, Twilight.” Cheerilee smiled, taking Twilight’s hand and kissing it.

“Thank you. I was just about to head over to Sugarcube Corner. If I tell Pinkie that I’d like to talk to all of the girls this afternoon, I’m sure she’ll make sure that they all get here.” Twilight smiled, entwining her fingers with Cheerilee’s. “Would you come with me?”

“Of course I would.” Cheerilee smiled and gently tugged Twilight to the door. “Let’s go now, before you can lose your nerve.”

Twilight nodded and opened the front door. Cheerilee stepped back in shock to see Pinkie Pie standing right outside, grinning ear to ear.

“Hi Twilight! Hi Cheerilee! I just wanted to let you know that everyone will be here in a few minutes! Can I come in?” Pinkie bounced excitedly in place.

Twilight blinked and nodded wordlessly, stepping to the side as Pinkie bounced in. Cheerilee squeezed Twilight’s hand.

“I know this is sooner than you had hoped, my little love, but I will continue to stand by your side.” Cheerilee smiled. “And at least this means you shouldn’t be able to lose your nerve.”

Twilight simply nodded and lay her head on Cheerilee’s shoulder. The older mare led her to the couch and wrapped an arm around her, as one by one Twilight’s best friends came in. Finally Rainbow Dash wandered in stretching her arms above her head.

“What’s up? One minute I’m enjoying the greatest nap ever, the next minute Pinkie was yanking on my tail saying Twilight needed to tell us all something super important, so here I am. What's the super important thing, Egghead?”

Twilight stared down at her lap, her hands trembling.

“Twi? What is it, girl? Ya know we’re all here for ya.” Applejack kneeled in front of Twilight and took hold of one of her hands.

“She’s right Twilight,” Fluttershy chimed in. “N-no matter what, we’re your friends.” She smiled nervously, her mane falling into her face, covering her right eye.

“But of course, darling!” Rarity agreed. “Why would you ever feel unable to tell us something!” She firmly shook her head.

“Yeah, Twilight! No matter what, we’re going to be bestest friends forever! I mean, how couldn’t we? We’re the Elements of Harmony!” Pinkie beamed, wrapping her arms tightly around Twilight.

After a few more moments Twilight looked up tears rolling down her cheeks. “Everyone… my friends… I… a-alright.” Twilight took a deep breath and told them everything. About her past, and especially about Dusk Shine. The entire time she spoke she stared down at her hands and her friends stayed silent.

“Oh, Twilight… did you really think that this would make us hate you? Or think of you as less of a mare?” Rarity gently lifted Twilight’s chin while using her magic to wipe away her tears. “Oh my darling, Twilight, do not cry. You’ll ruin your mascara. After all, we mares have to take care of ourselves!”

Twilight blinked and sniffled. “Rarity… Rarity, do you really mean it?”

Rarity huffed. “Of course! Do you consider me a liar, Twilight Sparkle?”

“Never, I promise. W-What about the rest of you girls?” Twilight glanced at the rest of her friends.

Applejack took her hat off and sighed. “Twi, Ah can’t say Ah understand all of this. Don’t rightly know how Ah’d feel if any other mare told me they felt this way but… shoot, Twi! We’ve been through everything this here world could throw at us. And if Ah didn’t leave ya during any of those times, Ah ain’t going anywhere now. Face it, Miss Twilight Sparkle - yer stuck with me.” Applejack smiled, placing her Stetson on Twilight’s head and firmly grasping her shoulder.

“Eh,” Rainbow Dash shrugged, extending her wings. “From the sound of your story, you haven’t changed much since you were a kid. Colt or filly, you’re still an egghead!” She smiled before ruffling Twilight’s mane. “But you’re our egghead, and we wouldn’t change you for anything.”

“She’s right, Twilight. Nothing you say or do is going to make us leave you. We love you, Twilight.” Fluttershy smiled, taking Twilight’s hand in both of her own.

“Yeah! How could this change anything!? I mean, you still love books and vanilla cake!” Pinkie grinned, wrapping Twilight in a tight hug before glancing over at Cheerilee and winking. “But, we can have a ‘Twilight Told Us Her Biggest Secret and None of Us Cared Party’ later, cuz I think these two want to be alone!” She forcefully rounded up the others before escorting them out, stopping to poke her head back in. “Let me know beforehand when you plan on getting married! It’s gonna be even betterer than Cadance and Shining Armor’s!” With a cloud of pink, she disappeared and closed the door shut behind her.

Twilight fingered the Stetson still on her head and began to laugh until tears were once more running down her cheeks, and she looked into Cheerilee’s eyes with a giant grin. “I-I did it, I told them… a-and they still love me!”

Cheerilee captured Twilight’s lips in a short kiss, nipping her bottom lip. “They aren’t the only ones who love you, my silly mare.” She raised her voice a bit, so as to be better heard. “Spike! Twilight and I are going to be studying for the rest of the day! Would you mind going over to Rarity’s?”

“Sure! Not a problem. Should I grab dinner on the way home?” Spike asked, grabbing his jacket from the closet.

“Some hayburgers and fries would be wonderful. I’ll even pay you back!” Cheerilee called, hearing the sound of Spike’s grunt of agreement, followed by the recognisable sounds of him shutting and locking of the front door.

Twilight looked up at Cheerilee, her head cocked to the side. “Studying? What type of studying will we be doing?”

Cheerilee pulled Applejack’s stetson off of Twilight’s head before setting it someplace safe. “My favorite subject, little love. Biology.”