A lul had fallen over Ponyville, a small gathering of mares grouped around the platform at the train station, blissful expressions on almost all their faces. A few stallions were with them as well and most of them eyed the mares with either jealousy, or envy with little deviation. The festival was finally winding down, and the bustling town of Ponyville was once more becoming the sleepy hamlet it usually was.

All throughout the town the streets were quiet, save for one mare who ran full tilt down the main road, panting and heaving as she sprinted towards the tent in the distance. “Come on come on!” She yelled, her long dress having been hiked up just past her knees in order to ensure she didn't trip.

A short teal haired girl sat behind the desk next to the entrance who was busy gathering up a pile of papers, pencils and other office supplies that dotted the table into a brown bag. She only noticed Cheerilee approaching when the mare skidded to a halt mere feet away, her hands gripping the edge of the table tightly. “Am I too late?” Cheerilee yelled.

The teal mare rocked back on her heels, blinking at the manic pony. “Err, yeah. The festival ended ten minutes ago.”

Cheerilee fell to her knees and cursed. “Damn you Roseluck and your endless need to gab!”

The teal mare raised an eyebrow. “Uh, you alright lady?”

“No, I’m not. I can't believe I missed my one chance to have a foal.” She announced sadly, falling onto her back and laying in the street.

“Oh wait, what was your name? Princess Twilight left me a note for someone named Cheer Silly?”

The mare jumped to her feet, a manic expression on her face. “You mean Cheerilee?”

“Yeah that's the one.” The teal mare leaned over and grabbed a small envelope only for the manic pony to snatch it out of her hands before she had a chance to open it.

Cheerilee tore open the paper, peering inside and instantly grinning when she saw Twilight’s neat flowing horn script.

Dear Cheerilee

I had a feeling you were going to be late, so we moved to the castle. When you show up just tell Spike that you’re here to see me, he’ll show you where to go.

See you soon.
Twilight Sparkle
XOXOXO

“Oh my gosh!” Cheerilee screamed, hugging the note tight to her chest and crying out with glee.

The teal assistant covered her ears, trying her best to shield herself from the sonic attack. “Jeese lady, what's your deal?”

Rather then answer her, the strange mare merely hiked up her skirt and bolted in the direction of Twilight’s castle. Leaving a rather confused pony to finish her clean up. “Weirdo.” She muttered.

Cheerilee knocked at the enormous crystal door for the second time in as many minutes. “Come on come on.” She muttered to herself, hopping from foot to foot.

“I’m coming!” A tiny, irritated voice yelled from the other side of the door. “Some ponies…” The voice grouched.

A second later the diminutive form of Spike the dragon appeared in the crack in the door. “Oh hey Cheerilee, here to see Twilight?”

“Yes, if you don't mind pointing me in the right direction I would very much appreciate it.”

“Right! Just follow me.” The tiny dragon threw open the door and waddled deeper into the castle, guiding the anxious Cheerilee through the myriad of hallways with relative ease.

Within a minute they stood before a simple crystal door. “Here we are. Twilight said she was going to be ready in a few minutes but that the girls would take care of you until then.” The dragon scratched his head awkwardly, giving a slight shrug. “Whatever that means.”

Cheerilee nodded. “Thanks Spike.” The dragon nodded before turning and waddling away.

She threw open the door and all but ran into the room, coming to a halt when she noticed three mares standing before her, all clad in a different color housecoat. Applejack stood to her right, a wide grin on her face, her housecoat was an off orange and she stood with her hands on her hips. Next to her and in the middle of the three stood Rarity, her housecoat open just enough that Cheerilee could as much cleavage as physically possible. The sole unicorn wore a wide smirk, an expression mirrored by Rainbow Dash who stood to Cheerilee’s left. The pegasus’ housecoat hung open, exposing a single line of naked flesh extending from collar to crotch and making the teacher blush at the sight.

“Oh, uh. Am I in the right room?” Cheerilee asked nervously, reaching towards the doorknob.

Rarity swept forward, gripping the older mare’s hand and pulling her away from the door. “Oh no darling, you are right where you should be.”

Applejack took her other arm and pulled the teacher towards the bed. “We just wanted to thank you.”

“We know our sister’s can be a pain and we wanted to show you how much we appreciate you.” Rainbow Dash finished, giving the mare’s ass a spank and causing her to fall onto the bed with a startled eep.

Cheerilee turned around, sitting at the edge of the bed and looking up in wonder at the three beautiful mares. “Oh you don't have to do that. It is my job after-” The teacher blinked, her mouth no longer functioning.

The three women in unison had all dropped their robes, revealing their nude bodies just beneath. Instantly Cheerilee felt the urge to clamp her legs shut only to find that her legs refused to answer the call of her brain. Applejack was beyond sexy, having a bulkiness to her muscles that didn't detract from her femininity in the slightest. Rainbow Dash was just as muscular though not as large as the earth pony and Cheerilee felt her eyes drawn to the girl’s perky breasts. More enchanting then either pony was the lithe and perfectly sculpted form of the town’s resident dressmaker. Cheerilee couldn't help but imagine that the girl hadn't been born but rather sculpted from marble and given form through magic, so perfect were her curves.

“Whuh.” She muttered weakly, her knees weak.

“Told you she would like Rarity the most.” Rainbow Dash chided, elbowing Applejack.

The earth pony chuckled. “Well with breasts like those who can blame her?”

Rarity blushed slightly, grabbing her enormous breasts one in each hand. “Do you like these darling?”

Cheerilee could only nod weakly, causing the other ponies to giggle slightly.

Rainbow Dash chuckled. “You go high, I’ll go low.”

Applejack nodded. “Sounds good.”

Before she had a chance to ask what was happening Cheerilee suddenly felt her legs spread and a shape slip under her dress. “What are- oooo.” The teacher muttered, feeling the gentle caress of a pair of feminine fingers against her moist folds.

“She's already wet, don't hold back girls.” Rainbow Dash added before diving into the mare’s pussy, tongue first.

The teacher’s eyes nearly rolled into the back of her head but were instead held firm by the sight of Rarity sauntering over to her, hands gently jiggling her titanic breasts. The stark white mare gently placed herself on the mare’s lap, making sure not to accidentally brush against Rainbow’s head.

“Like what you see darling?” Cheerilee nodded. “Well go on. Tonight my body is yours.” Rarity announced, thrusting her chest into the teacher’s face.

Cheerilee reached out and gently gripped the mare’s pure white breasts, kneading the tender flesh and eliciting a moan from the fashionable mare. Unseen to the distracted teacher, Applejack slipped behind her, strong hands gently lifting the teacher’s shirt up and off with little resistance. The mare’s above average breasts fell from her shirt, allowing Applejack to reach her prize. Gentle hands gripped the teacher’s shoulders, Applejack’s strong thumbs digging into the soft flesh and beginning to work out the gathered tension.

Despite just how talented Rainbow Dash’s tongue was, Cheerilee almost enjoyed the feeling of the message even more so. The feeling of having every kink and bundle of muscle gently, yet firmly massaged until it was forced to relax, was not something she had felt in ages. Coupled with the orgasmic feeling of Rarity’s breasts being pressed to her face and Cheerilee very nearly passed out from sheer pleasure alone.

“Are you alright darling?” Rarity asked, pulling back slightly and staring down at the strangely quiet teacher.

“Never better dear, never better.” Cheerilee muttered, a huge smile spreading across her face.

“Good, because I am not done showing you my gratitude.” Rarity replied.

The unicorn leaned down, pressing their lips together and ushering in another wave of pleasure that would have rocked the teacher on her heels if she was standing. It wouldn't be long now, she realized, between the relaxation coming from her back, the amazing sensation of Rainbow Dash’s and Rarity’s tongues, Cheerilee was already close. Within a matter of seconds the teacher had already clenched up, her cunt spasming as it sprayed a hot load of girl cum all over Rainbow’s face.

The fashionista giggled at the sight, pulling back slightly, until only a thin strand of saliva connected the two mares. “Enjoying yourself?”

Cheerilee nodded weakly.

“Good, because I believe Rainbow Dash was ready for company down there.”

The teacher blinked, feeling the heavy weight of the earth pony behind her shift and lift from the bed, slipping down between her legs after rolling up Cheerilee’s skirt.

“Oh my.” She muttered weakly, feeling a second tongue joining Rainbow Dash’s.

Rarity wrapped an arm around the teacher just in time to catch her before she fell to the bed. “Stay with us darling, wouldn't want to miss the main event now would we?”

Cheerilee nodded weakly, allowing herself to be lowered to the bed, where Rarity leaned in close, pressing their bodies together. The fashionable mare shot the teacher a smirk. “You are very beautiful, I cannot wait until Twilight puts a baby in you.”

“I am not nearly as beautiful as you three.”

Rarity scoffed. “Nonsense! My beauty doesn't invalidate yours, now kiss me before I give you a tongue lashing the kind of which you may not enjoy.”

Cheerilee blushed and did as the other mare told her to, leaning in close and pressing their lips together once more. As their make out session was renewed, Rainbow Dash and Applejack were both furiously licking away at the teacher’s dripping pussy. The pegasus was a little higher up, devoting most of her attention to the mare’s clit while Applejack licked away at the bottom of the mare’s cunt. The action would be incredibly difficult due to the angles, but somehow the two ponies managed to not get in each other’s way while still being able to devote most of their attention to the moaning teacher.

A soft hand held the teacher down against the bed, Rarity’s tongue pressing insistently into the other girl’s mouth as she ground their breasts together. Cheerilee moaned through Rarity’s mouth, her body flooded with pleasure the likes of which she had never felt before. Her hands gently ran down the pure white girl’s sides, her fingers brushing the perfectly soft skin. Cheerilee couldn't imagine just how much attention Rarity would have to pay in order to ensure her skin was this smooth.

She couldn't help but explore the other girl’s body as they continued to make out, her hands moving on their own. Her fingers glided lower until she was able to grip the mare’s large, marshmallow soft butt. Cheerilee couldn't help but give a squeeze, entranced by just how good it felt to have those perfectly round buns in her hands.

Rarity gave a soft moan of approval, her own hand snaking behind the mare’s head, her fingers interlacing with Cheerilee's hair. The two mares moaned in ecstasy, lost in the sea of pleasure they found themselves immersed in.

The two ponies between Cheerilee’s legs exchanged a brief glance before both nodding, signaling the start of the next phase. Rainbow Dash pulled up slightly, giving her a better position to tease the teacher’s aching clit while Applejack angled to the side slightly, sliding a pair of finger’s into the mare’s sopping wet pussy while still working her tongue along the bottom of Cheerilee’s snatch.

The effect was immediate, with Cheerilee moaning whorishly as she twisted in Rarity’s firm grasp, her hands tightening around the white mare’s perfect rump. It took less then a minute for the teacher to be brought to yet another mind blowing orgasm, her whole body tensing up as pleasure shot through her.

Slowly, after she was sure Cheerilee’s orgasm had finally dulled down, Rarity pulled back, a wide smile on her face. “So, did you enjoy yourself, darling?”

The teacher only nodded weakly, a wide smile growing to encompass her face. “Yeah.”

Rarity giggled before leaning down and planting another kiss on the mare’s lips. “Good, because your night has only just begun.”

On cue, the two other mares stood up, Rainbow Dash licking her lips clean and swallowing audibly while Applejack wiped her mouth off with the back of her hand. “Thanks you two.” Cheerilee managed to mutter.

Rainbow Dash smirked. “Anytime you need to relax a little, give me a call, arlight?”

Cheerilee nodded.

Applejack smiled and gave her friend’s ass a smack. “Now we better get moving, Twilight should be here any second and I can already tell that she is going to want that juicy cunt of yours all to herself.”

Rarity crawled off the teacher, quickly scooping up her bathrobe and hugging it around her shoulders. “Thank you again miss Cheerilee. If you ever sign up again for the festival do let me know as I’d love to warm you up again.”

Cheerilee nodded weakly, watching as the two other mares donned their bathrobes and slipped out the door, a giggle on their lips as they gave Cheerilee one last look. The teacher fell back to the bed, her arms and legs spread wide as an utterly content sigh slipped past her lips.

“I hope they didn't take too much out of you, I still wanted a piece of that gorgeous ass.” A voice whispered huskily.

Cheerilee blinked, propping herself up on her elbows. “Twilight?” She asked, excitedly.

The alicorn snickered, slipping into the room and shooting a wide smile at the teacher. “You have no idea how much I’ve been looking forward to this moment.”

Cheerilee blushed, barely able to look the alicorn in the eye as she slowly walked towards the bed. “Oh you don't have to lie for me. I know you’ve had much hotter mares this past week.”

Twilight frowned, crossing her arms over her chest. “Cheerilee you are perfect in your own special way and tonight-” The alicorn pulled loose the strings of her bathrobe, letting it fall to the floor. “- I’m going to show you just how beautiful you are.”

All the teacher could do was gulp before the alicorn was on her, but rather then the wide hungry grin of a stallion ready to mount his mare, Cheerilee was instead met by the kind eyes of her longtime friend. The earth pony felt herself lifted from the bed, the soft glow of Twilight’s magic carrying her up, towards the alicorn’s lips, a hand slipping around her shoulders and pulling her close.

She couldn't help but melt, from the way Twilight held her, to the soft but firm way they kissed, everything was perfect. She felt the magic dissipate, and Twilight’s strong arms guide them back to the bed where they bodies pressed together. Cheerilee lifted one of her legs, wrapping it around Twilight’s back and holding her close, silently wishing they could stay like this forever. Eventually they parted, with the alicorn pulling back reluctantly, a soft smile on her lips.

“Are you ready?” She whispered.

The teacher nodded.

“Good, there is just one small thing first. I want you to ride me, okay?”

Cheerilee’s smile faltered and only the confident, kind look on Twilight’s face dissuade her from outright denying the alicorn’s request. “Alright Twilight, for you.”

Twilight lay in the center of the bed, with Cheerilee slowly getting up and crawling over to the alicorn, her eyes stuck firm to the alicorn’s hard cock resting against her stomach. The teacher couldn't help but lick her lips at the sight, baffled by the thought that such a monster would even fit inside her.

When the cock twitched she nearly jumped and the teacher eagerly made her way over to the alicorn, positioning her pussy over the large cock and guiding it inside her with a free hand. The feeling of pleasure was unlike anything she had experienced and Cheerilee was only vaguely aware that had time passed until she felt their hips connect and the wide, flat head of Twilight’s cock rested deep inside her.

Slowly, and with great care, Cheerilee rose to her full height, one arm around her midsection, hoping to hide the unfortunate roll of fat she didn't want Twilight to notice. The alicorn was more astute than that however and she shook her head at the sight. “Cheerilee I want you to look up and tell me what you see, okay?”

Cheerilee furrowed her brow in confusion but reluctantly did as she was told, glancing up to where she saw a reflection of herself in a dull glow of Twilight’s magic. The teacher blinked, something about the reflection was off, and she couldn't put her finger on it. Then she noticed it, gone were the tiny, barely perceptible crows feet at the edge of her eyes, gone too were the slight roll of fat that had dodgedly held onto the bottom of her belly despite her exercise. Every little small blemish and slight on her body was washed away, leaving only a strange, foreign looking mare that Cheerilee had never seen before.

“I’m- I’m beautiful.” She muttered.

Twilight smiled. “That is what I see when I look at you. Do not hide who you are Cheerilee.”

The teacher looked down at the alicorn, her eyes glistening slightly. “Thank you.”

The alicorn nodded. “Now, are you ready to have some fun or what?”

A massive, unrestrained smile spread across Cheerilee’s face. “You bet your ass I am! You better be ready for the ride of your life missy cus here I come!”

True to her word, Cheerilee launched herself into the most sensual display Twilight had ever bore witness to and that was including the nearly three hundred mares she had bedded over the last week and a bit. The teacher ground their hips together, grinding the head of Twilight’s cock as deep as possible, but that wasn't the only thing that Cheerilee did. Her whole body was alive with motion, her hands gripped her breasts tightly, squeezing and massaging them as she bit her lip and stared down at the alicorn with a lusty expression.

Twilight could only grab onto the mare’s hips and hang on for the ride, having realized that Cheerilee did indeed intend on giving her the ride of her life.

Cheerilee bounced up and down, grinded side to side and paused for moments in which she put on a show. The way the older mare bounced and shifted her hips made Twilight think of a stripper pole, and the way Cheerilee had thrown herself into the sensual act only enforced that thought. Minutes flew by and each time Twilight felt as though she were on the verge of release, Cheerilee backed off, making the alicorn wait a little longer.

Eventually the teacher seemed satisfied, and she leaned down and whispered huskily into the alicorn’s ear. “Fuck me, Twilight. Fuck me and fill me with your cum, I want to leave tonight absolutely filled with your seed.”

The alicorn could merely grunt in affirmation, regripping the mare’s hips and launching herself into a powerful thrust. Over and over she slammed into the teacher’s cunt while their lips mashed together with a fevered intensity. The room quickly filled with the sounds of their love making, and if Twilight hadn't made sure to cast a silence spell she had no doubt the rest of the town would hear the teacher as she was brought to another screaming orgasm.

“I’m almost there Cheerilee.” Twilight muttered through grit teeth.

“Do it Twilight, knock me up!” The older mare commanded.

The alicorn’s hips surged one last time, absolutely burying every last inch of her enormous cock into Cheerilee’s pussy. Both mares cried out in pleasure, their voices reaching a strange harmony as they both came harder then they ever had.

Hot cum filled the teacher’s pussy utterly and yet more came, making her cum even harder from the sensation of being so utterly filled. Twilight was no better off and she held onto the mare’s generous rear for dear life, her balls churning and dumping every last drop of seed into the teacher’s greedy pussy.

Minutes past and only long after their orgasms had died down did the two ponies finally break their kiss.

Twilight grinned, an expression Cheerilee eagerly reciprocated.

“Thank you, Twilight.”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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