Biology *Clop*

Twilight’s eyes widened before she looked down at her hands “B-biology… do you mean?”

Cheerilee smiled, lightly gripping Twilight’s chin, lifting it so she could better look into her eyes. “Of course, my Twily. I’ve been aching to study biology with you and nothing is going to stop me.” She pressed her lips against Twilight’s, lightly lapping at them, asking to be let in. After a brief moment of waiting, Twilight’s lips opened just enough to allow Cheerilee’s tongue to slip through. Cheerilee’s hand gripped the back of Twilight’s head, holding her in place with a light moan.

Twilight’s eyelids closed as she pressed her tongue against Cheerilee’s, following it in a new dance that she had been shyly, yet eager, to learn. After a moment she pulled back, a line of saliva connecting them for a brief moment “Wow… I’ve never kissed like that…”

Cheerilee nodded, placing both hands on Twilight’s waist, slipping her thumbs into the top of her skirt. “A precursor to our lesson, though. I’m afraid we are both over dressed for this. Now as you already took your clothes off earlier, it just is not fair to ask you to do so again. Instead I will ask you to undress me in any manner you wish and then I shall do the same with you. What do you say my little love?”

Twilight stared for a moment a red flush covering her cheeks before she slowly smiled. “Yes… yes I think I’d like that.” She stood up, causing Cheerilee to lose her grip as she gave her a once over. “Stand up and stand in front of me, please?”

After a brief moment Cheerilee stood in front of Twilight, her arms hung limply at her sides. “Well my sweet love, I’m ready.”

Twilight’s hands reached out to the buttons on Cheerilee’s blouse, her fingertips trembling as she slowly undid the first button. She licked her lips and looked up at Cheerilee to see her smiling lovingly. Feeling spurred on, Twilight quickly undid the rest of the buttons, leaving the blouse open and revealing a glimpse of Cheerilee’s white bra.

“If I had known today would be the day, I’d have put on something a bit more… enticing.” Cheerilee took Twilight’s hand and placed it on her right breast.

“I-I think you are enticing even without attractive clothing… I mean…” Twilight blushed as she stroked Cheerilee’s breast through her blouse. “You take my breath away…” After a brief moment she reached for Cheerilee's open blouse and tugged it off in one quick yank, letting it fall unceremoniously to the floor.

“So what do you think? Do I look alright for an old mare?” Cheerilee grinned as Twilight seemed to be staring at her topless form. “Oh come now Twilight don’t lose it before you even get my bra off.”

“Right. The bra… I just…” Twilight paused, gazing at Cheerilee’s bra as if it was a new equation she wasn’t quite able to work out. “I need to undo the clasp… but you don’t seem to have one like I do…” She chewed her lip before giggling “Oh right. Yours would be on the back then wouldn’t it?”

Cheerilee lifted an eyebrow “Mmmhmm. I’m starting to wonder just how much of your blood goes to that cock of yours when you are aroused, my little love.”

Twilight squeaked in response as she went behind Cheerilee and began tugging at the clasps on her bra, her tongue poking out between her lips until, “Got it. I can’t believe how much easier it is to put a bra on then to take it off. I wonder if that may be part of the design.” While she spoke she traced her right index fingertip down Cheerilee’s spine, marveling at how soft the fur on her back was.

“That felt nice… Again?” Cheerilee mumbled while allowing her head to fall to the side.

“Of course, you are so soft…” Twilight ran her fingertip down Cheerilee’s spine again and again as she heard Cheerilee humming in the back of her throat. “Careful or I might think you are part cat.” Twilight lifted her left hand and slowly pulled the bra strap off of Cheerilee’s shoulder before doing the same with her right hand. A soft thump on the floor was all the evidence Twilight had that the bra was no longer covering her lover’s breasts. She closed her eyes tightly for a moment before reaching from behind Cheerilee and cupping a boob in each hand “Oh… you are so very soft…”

Cheerilee opened her mouth to answer, before stopping as Twilight’s fingertips brushed against her nipples, causing a moan to escape her lips.

“Did I do that right?” Twilight questioned, biting into her bottom lip as Cheerilee brought up her hands and laid them over Twilight’s in answer.

“Come out from behind, my love. I want to be able to see you, not just feel your hands.” Cheerilee’s voice was husky as she felt Twilight pull back and smiled as she reappeared in her sight. It was obvious from the slight bulge that was visible through Twilight’s skirt that she was enjoying this as much, or more, than Cheerilee was. “There we go now… I want you to take one of my nipples in your mouth. Suckle lightly and please don’t bite down no matter how nice I may taste.”

Twilight’s ears pinned back as she licked her lips and nodded. Slowly she took Cheerilee’s left breast in her hands and brought her lips to Cheerilee’s nipple. She gave it a soft kiss before opening her mouth and touching the tip with her tongue, shivering at the taste and touch. She felt it harden against her tongue and slowly wrapped her lips around the nipple, suckling gently. Her eyes closed as above her Cheerilee’s mouth had opened in a silent moan as Twilight grasped her right breast with her hand, pinching her nipple with her fingertips, enjoying the soft squeaks that were now escaping her love’s mouth.

After a few moments Twilight pulled back. A bit of saliva remaining on Cheerilee’s nipple caught the light before Twilight kissed it, then slowly trailed kisses from her nipple down to her belly button. Twilight paused a split second before giving it a slow lick and turning her attention to the jeans Cheerilee was wearing. Down on her knees Twilight took hold of her waistband with both hands and hummed. “If you had a spare outfit here I’d use my magic and burn them off of you.”

“Mmm I’ll keep that in mind for next time.” Cheerilee allowed her head to loll back, her eyes closed as she felt Twilight’s fingertips under her waistband. Slowly her jeans were tugged down her hips. Cheerilee lifted her feet one at a time, allowing Twilight to fully remove her pants.

“...” Twilight looked up, biting her lip before looking back at Cheerilee’s panties. The only remaining barrier between her and Cheerilee’s pussy. She took a deep breath before grabbing hold of the waist band with her teeth. Nervously gripping hard as she could she yanked her head down and yiped falling back onto her tail, Cheerilee’s ripped panties in her mouth.

Cheerilee covered her mouth to keep from both crying out from the snap and laughing at the sight of Twilight flat on her back her torn panties hanging over her face. “Oh Twilight…”

“Sorry! Sorry! I was I just thought…” Twilight sat back up, a blush covering her cheeks “I saw it on an old porno Shiny didn’t know I was watching… I thought it looked sexy.”

“Mmm, maybe next time we try that I’ll wear edible panties hmm?” Cheerilee smiled as Twilight’s blush increased. She stretched her arms over her head and looked down at Twilight. “My turn…”

Twilight stood up trembling. At any other time she would be terrified at what might be coming. Now though? She was trembling in anticipation. She felt Cheerilee’s eyes roam over her body before pausing at her horn.

Cheerilee licked her lips as she took Twilight’s horn in her hand, causing the unicorn to shiver. “Oh… Is Twitwi’s horn sensitive?”

“Uh… uhhuh…” Twilight’s eyes rolled back in her head and her tongue poked out of her mouth.

“Mmm how about that… I wonder.” Cheerilee slowly ran the tip of her tongue from the base to the very tip. A smile spread across her lips as she heard a small gurgle escape Twilight's throat. Taking that as a good sign, she wrapped her lips around Twilight’s horn and began suckling on the rounded tip.

Twilight wasn’t sure what was going on, all she knew for certain was that it felt amazing. Her knees began to shake before she almost collapsed to the ground. Cheerilee barely caught her as she continued to suckle on the tip of Twilight’s horn.

After making certain Twilight was not hurt from her sudden collapse, Cheerilee took more of Twilight’s horn into her mouth. She bobbed her head up and down its length, enjoying not just the feel of her new found toy but also the effect it seemed to have on her normally shy love. As Twilight’s breathing increased and tiny pants escaped her lips, Cheerilee took more of Twilight's horn in her mouth until she was almost gagging. She paused a moment and pulled back to see Twilight trembling and her eyes glazed over. The pants escaping her mouth caused Cheerilee to return to her suckling and after a moment she swallowed the entirety of Twilight’s horn down her throat barely getting past her own gag reflex. It was worth it.

Twilight groaned as she subconsciously began thrusting her head back and forth. Feels… so nice…

Cheerilee’s eyes widened as the felt the horn being thrust back and forth in her throat. Though unusual, she quickly grew to like and possibly even love the feeling. She wrapped her lips as tight as possible around the base of Twilight’s horn and suckled. After a few moments she pulled back as Twilight’s horn was growing hot. She backed away to see Twilight’s eyes closed and her horn glowing like she was casting a spell.

“Pl-please don’t stop… feels good, want, need!” Twilight opened her eyes which were still glazed over.

Cheerilee bit her lip before reaching for Twilight’s horn with her hand and wrapping her fingers firmly around it before moving her fist up and down. Slowly she went at first, feeling the spirals growing warmer to the touch, then faster as small sparks came from the tip. Twilight was now moaning. She thrust her head back and forth so to move her horn faster through Cheerilee’s grasp until she cried out and a purple liquid came squirting from her horn, which landed on Cheerilee’s chest and face.

Cheerilee closed her eyes just in time not to get the purple liquid in her eyes, but poked her tongue out to curiously lick the goo off of her top lip. It had a very familiar constituency that she readily recognized. Afterall though Twilight may have been a virgin Cheerilee had been around a few times. She lapped up all that was within reach of her tongue. It had an interesting yet enticing taste. It was salty like most ejactulate was, but, there was something more. A sweetness maybe? She’d have to do many more taste tests to figure it out exactly. Not now though…

“Twilight? Wh-what was all that?” Cheerilee grabbed her torn panties and cleaned the dribbling mess off of Twilight’s horn as the mare blushed.

“I, I have never personally experienced it before now, but, A unicorn’s horn is one of the most sensitive parts of our bodies. It’s full of receptors of all types, including pleasure. B-basically you made me feel so good that my magic kind of exploded.” Twilight glanced away from Cheerilee, gazing down and admiring her own feet.

“So, unicorn stallions have two cocks?” Cheerilee asked after a moment of thought, causing Twilight to nervously giggle.

“I guess if you wanted to look at it like that?”

“How very… interesting.” Cheerilee licked her lips. Oh yes she planned on examining this a lot more in the future. She lifted Twilight’s chin and kissed her forehead right under her horn. “What other surprises do you have in store for me, my little unicorn?”

Twilight opened her mouth, probably ready to tell Cheerilee all the differences between earth ponies and unicorns before closing it and smiling.

“Oh. I see. I’ll have to find out for myself hmm?” Cheerilee kissed each of Twilight’s eyelids, peppering kisses down Twilight’s face, stopping briefly on her lips and nibbling her bottom lip.

“Mmmhmm, after all we are both scholars so where would the fun be in my just telling you?” Twilight kissed back, sliding her tongue in between Cheerilee’s lips. She whined as Cheerilee pulled away after a few seconds.

“Now, now, Twilight it’s my turn. You got to have your fun and undress me.” Cheerilee touched the tip of Twilight’s nose with her tongue.

Twilight’s eyes crossed as her nose was licked before giggling. “...Fair is fair right… bu-but will you hurry? Please?”

Cheerilee took a step back and shook her head “No..” She breathed in before taking a good long look at Twilight, including what she was wearing. She smiled before running her fingertip from the bottom of Twilight’s throat, tracing down to just touching the waistband of her skirt. She shook her head tsking "Oh Twilight, denim? Is that really the proper look for a student of your caliber? Is teacher going to have to instruct you like you were a little filly again?"

Twilight cupped her hands together behind her back and bit her bottom lip. It had been some time since she had been scolded by a teacher. Celestia was fairly giving with what Twilight wore to class but she had had some stricter teachers. She shivered, feeling her cock twitch inside her panties hearing Cheerilee talk to her like this… “I’m sorry I’ve been a bad girl Miss Cheerilee…”

Cheerilee lifted an eyebrow. So that’s how you want to play it hmm? “We’ve had this discussion before, Miss Sparkle, I warned you what would happen next time. Go bend over the arm of that sofa young lady!”

Twilight’s eyes widened and licked her lips before walking over and bending herself over the arm of the couch. She closed her eyes, bit into bottom lip and waited. After a few moments of no sound she opened a single eye to see Cheerilee smiling down at her. Twilight blinked as Cheerilee ran a single fingertip down her spine, causing her to shiver.

smack

Twilight yiped, feeling Cheerilee’s firm palm smack onto her skirt. She wiggled a bit as Cheerilee moved to stand behind her pushing Twilight's face onto the cushions.

spank!

“Youch!” Twilight cried out. Cheerilee was a lot stronger than she looked. Twilight hadn’t been spanked like this since… she couldn’t even remember.

smack smack spank

“Alright, that’s enough over your skirt you naughty naughty filly.” Cheerilee pulled Twilight’s skirt off and tossed across the room where it landed by the entrance to the library proper. She then patted Twilight’s panties-covered butt, moving her tail to the right side. “After this I don’t think I’ll need to worry about you being out of uniform again will I?”

“N-no Miss Cheerilee! I’ll be a good filly I promise.” A tear fell down Twilight’s cheek even as her ass twitched in anticipation of what was to come.

“We’ll just to make sure you will not forget again!” Cheerilee ran a fingertip on the seam of her panties. “Now I’ll give you a choice shall I? Would you prefer twenty swats over your panties or five stinging swats on your bare bottom?”

Twilight hesitated a few moments as she felt her cock throbbing where it was shoved into the arm of the sofa. five swats and I’ll be up faster… “Five swats, please Miss Cheerilee.”

“Very well, I want you to ask me very nicely to pull off your panties and spank your little bottom red.” Cheerilee gave a small warning swat as Twilight squirmed.

“Y-yes Teacher! Would you please take off my panties and spank my naughty bare bottom? It’ll help me be a good girl.” Twilight closed her eyes, trying not to think about her painful position

“Of course I will Twilight! I’d be happy to help you be a good girl.” Cheerilee tugged Twilight’s panties down her legs. She snorted at the sight of Princess Celestia’s cutie mark on the front of Twilight’s panties, filing it away as something to tease her little love about at a later time. I wonder if she has a pair of Princess Luna’s as well. She licked her lips as she watched Twilight’s firm bottom tense and release and ran a fingertip over her soft fur before lifting her hand and bringing it down hard on Twilight’s bottom.

“Yipe!” Twilight was not expecting it to hurt that much! And that was only one?

SpankSpankSpankSpank

After the final swat had landed on Twilight’s now-red bottom, Cheerilee moved back allowing, Twilight to jump up. Her hands moved to her bottom as she tried to rub the heat from her cheeks. Her dick bounced up and down as she rubbed.

Cheerilee licked her lips watching Twilight’s small dick. Mmm, just the perfect size… “I see that you’ve been working on a gift to thank me for helping you to be a good girl hmm? Is it ready?”

Twilight paused in her rubbing as she tried to figure out what Cheerilee was talking about until she slowly followed the direction in which she was looking and swallowed. “Y-yes it is! Do you like it?”

Cheerilee smiled, walking closer before she got down on her knees and licked her lips. “Oh yes, it’s wonderful.” She brushed a fingertip over the shaft before softly kissing the tip. She could hear Twilight above her moaning and felt Twilight’s hands come down on her shoulders. After a few more kisses she licked the head of Twilight’s cock, her fingers massaging into Twilight’s ball sack. Cheerilee pulled back and licked her lips. The salty taste of Twilight’s precum was like ambrosia. I need more… Without another thought Cheerilee took Twilight’s small cock in her mouth, suckling gently and closing her eyes. It was nice being able to take all of Twilight in just one mouthful, far easier on her throat than her last coltfriend had been.

Twilight shivered, her toes curling as she felt Cheerilee suckling at her cock. The entire shaft felt electrified. Twilight moaned and began thrusting her hips hard, trying to force her cock farther into Cheerilee’s mouth even if it wasn’t possible.Cheerilee hummed while encircling Twilight’s cock with her tongue and then pulling back until Twilight’s cock head was the only part left in her mouth, before quickly thrusting her lips around the shaft again, causing Twilight’s eyes to roll back and her hand to curl into a fist as she trembled. Her mouth opened and silent pants escaped her as she took her other hand and put it onto the back of Cheerilee’s head. She pulled her to her crotch before thrusting one final time.

Cheerilee’s tongue happily lapped at the drops of precum dribbling from Twilight’s cock until a full stream filled her mouth, causing her cheeks to bulge. Shit I forgot, small cock or not unicorns always cum a lot. Determined not to allow a single drop to escape she began swallowing down the salty cum as even more filled her mouth. Finally, after a few more spurts Twilight’s cock stopped twitching and Cheerilee let it slide from her mouth before cleaning it with her tongue. She moaned. The fur between her thighs was covered in her own juices and so soaked it was even dripping onto the floor but after that… She blinked and her eyes widened to see Twilight was still fully erect and smiling.

“Didn’t you know? unicorns normally have to ejaculate twice per session… I mean, if you are up for it?” Twilight smiled, a light blush covering her cheeks as her fingers began undoing the buttons of her blouse.

“Fuck me, Twilight Sparkle… I want you in me!” Cheerilee laid back on the floor, her legs spread to reveal her swollen and soaked sex. She stretched back her arms over her head and stared up at Twilight, who had stopped messing with her buttons. Her eyes glazed over as she ripped the remaining buttons off and let the ruined blouse fall to the floor.

Twilight licked her lips and got down on the floor. She kissed Cheerilee’s lips, snaking her tongue into her mouth and tasting herself. She pulled back a strand of saliva connecting them as Twilight aligned herself. “How could I say no after you asked so nicely.” With that said she thrust her cock into Cheerilee’s pussy and groaned.. It felt so good she almost came right then. No, this is my first time with the mare I love, I have to last at least until she is relieved. Twilight pulled out until just the tip was in before slowly thrusting back in. As she thrust in and out of Cheerilee’s pussy Cheerilee reached up and grabbed hold of one of Twilight’s large breasts, wrapping her lips around her nipple and suckling.

Twilight’s eyes widened as her nipple was suckled and began to thrust harder and faster, determined to bring Cheerilee to climax. She closed her eyes tight as sweat rolled down her forehead. She grunted, thrusting as fast and hard as she could, feeling Cheerilee’s pussy walls squeeze against her cock as her lips let go of Twilight’s nipple.

“Oh Twilight! Yes!”

Twilight bottomed herself as deeply into Cheerilee as she was able to as her cock began to spurt. She collapsed on top of Cheerilee, her bangs plastered to her forehead. She panted, trying to get her breath back. She felt her cock finally shrinking down but didn’t care as Cheerilee kissed her forehead. Finally, after catching her breath, Twilight looked into Cheerilee’s eyes and smiled. “So, h-how did I do?”

Cheerilee wrapped her arms around Twilight’s back and hummed happily. “Twilight Sparkle, as in all of your studies. You’re a natural.”