Is There Anything We Can Do?

Chapters

Is There Anything We Can Do (Rarity)
In Which Cheerilee Has Less Self Control Than in The Last Chapter (Non-Canon)
Is There Anything I Can Do? (Fluttershy)
In Which Fluttershy Has Less Control (Non-Canon)
Interlude (Non-Clop)
The Start of the Problem? (non-clop)
Interlude (Non-Clop)

Is There Anything We Can Do (Rarity)

"Oh my. Poor Sweetie. Is there anything we can do?" Rarity asked, though her shock looked a tiny bit forced "I don't want her to fail"

Cheerilee hummed for a moment before sighing "Well... Obviously I can't show favoritism but perhaps I could pay more attention to her during classes. Perhaps I could help her out a little more. It's a tricky situation Rarity."

Rarity frowned and leaned forward, her dress with it's already generous cleavage showing more "Oh please Cheerilee~ Could you tutor her? I would hate for her to fall behind her friends."

Cheerilee felt her cheeks flush as she tried to keep herself calm "N-now Rarity. I don't want to think you're trying to affect my decision. Like I said, I can't show favoritism to her over my other students.

Rarity smirked as she stood, bending over the desk and putting a finger at the front of her dress and pulling down, allowing just the edges of her purple areola to show "Oh but perhaps just for an hour on an off day. To help her with all the little things she doesn't understand."

Cheerilee knew she was a bit trapped when her eyes shot down and stared at that bit of purple and when she looked back up Rarity was smirking and crawling onto the desk. "R-Rar-"
"Cheer~ We've known each other for years." She interrupted as she got comfortable on the desk, putting a hoof against Cheer's chest gently. "Please don't think I only want to bribe you. I'll be honest. I would love for you to come and help Sweetie a little now and again" She pulled her dress front down, gasping a little as her breasts fell out. "But I've heard the rumors from your sister~"

Trying to ignore the thud that sounded at the sight of Rarity's generous, soft white breasts and erect purple nipples, Cheerilee cursed Berry internally. That damn mare couldn't keep her mouth shut sometimes.

Rarity gently pushed Cheerilee back, her chair sliding "I just want to see what... you're... packing..." She said trailing off as her confidence started to waver slightly at the sight.

As Cheerilee slid back, the thing Rarity wanted dragged under the desk. Standing proud and barely hidden by her long green skirt. There was a small wet patch at the tip. While Berry might talk a little too much, the last time was over a month ago...

"Oh my~" Rarity cooed as her hoof trailed down Cheerilee's blouse and to the obscene bulge before traveling along it's length. As her hoof raised to the tip it allowed Cheerilee a flash of what was hiding under her dress. That inner purple flesh.

The pillar under her dress throbbed, the wet patch leaving a little on Rarity's hoof as it traveled over it and under the skirt. "Cheery, Cheery, Cheer~ How did you hide this from me~" She cooed as she pushed the skirt over the top and let it drop, exposing the massive tower of almost white pink flesh, the same tone at the lightest of her mane.

Cheerilee's cheeks were dark red as she watched Rarity's hoof caress her long shaft. She looked up at Rarity's lips. They were drooling slightly. An enticing sight. But even more so when she looked down, her lower lips were drooling much more shamelessly. Showing themselves only when Rarity's leg went high enough but that was more than enough to make Cheerilee stare

It took a few times for Rarity to finally tear her eyes away from the massive cock before her and realise where Cheerilee was staring. "Mmm~ oh Cheery~ Would you like a better look?" She asked as she lowered her hoof and spread her legs. "Go ahead and look darling~"

Cheerilee wished she had better control but little did she know, Rarity was a master at controlling needy ponies like herself. She bent forward and lifted her dress. The purple hole winking and leaking. Cheerilee couldn't stop herself. She needed to know how it tasted.

Rarity gasped as Cheer suddenly bent down and started licking. She knew from the looks she was getting that poor Cheerilee was a little needy but she expected to be jumped and pounded until she passed out from too many orgasms. It was nice to have a partner that started pleasing her first. "Oh, Cheery~ mmm~ That's it darling. Eat up.

Cheerilee continued to eat her out for a few minutes until she hit just the right spot and she felt Rarity tense up and let out a little squeal. Cheerilee continued to lick for a few moments but she had to chuckle a little. Just like the proper mare she was, Rarity's orgasms didn't make a mess at all. Not that Cheerilee didn't want to make a mess of her anyway.

Rarity panted a little before biting her lip and gently pushing Cheerilee's head back "Mmm~ Thank you dear. Now let me return the favor~" She said before leaning in and kissing her.

Cheerilee honestly really enjoyed the kiss. It was different than her sister's sloppy kisses by far. This was refined and deliberate. It didn't feel like it lasted long enough when Rarity pulled back. As Rarity lowered herself it was the first time that Cheerilee noticed that during the kiss Rarity had undone her blouse completely.

"I would love to see them dear" Rarity said as she lowered to her knees and sandwiched the cock between her breasts, gently kissing the leaking tip with a foxy smile.

Cheerilee let out a small moan as she nodded "R-right" She reached behind her back, trying to focus while also staring at the mare between her legs kissed and licked her cock while massaging it between her breasts. She let out an extra gasp as her breasts were finally freed. They were mulberry with nipples that matched the darker pink of her mane.

Another gasp left her lips as she felt one of Rarity's hands start fondling her balls. That super soft hand against her sack just felt wonderful. What she didn't see was where her other hand was. She didn't know that Rarity was eagerly playing with herself. As in control as Rarity generally was, she was still a horny mare. She wanted this inside her.

Between licks, kisses and hickey's left behind Rarity spoke "Mmm~ Cheerilee Darling. Do you know what I want this to do to me?" She asked before going higher and pulling the tip into her mouth. Her tongue circling it eagerly.

Once Cheerilee was able to clam down her moaning and gasping she finally was able to shake her head.

Rarity pulled her mouth off with a pop and a grin "Darling. My dear, dear Cheerilee~ I want it to DESTROY me~ You have one of the largest members I've seen in quite some time. All I can think of right now is being forced over this desk and fucked unconscious~"

Cheerilee felt her mouth go dry as her cock throbbed. "I- Tha-"

Rarity lazily fondled her sack with a grin as she watched Cheerilee's reaction "Destroyed by your big earth pony cock~" She said before kissing the tip once more before going further down. Kissing and licking as she did. "Mmm~ Churning my insides. Making me scream for more" She arrived at Cheerilee's sack and gasped before her mouth opened wide. She moaned as she pulled them into her mouth, sucking on them and running her tongue over them until she pulled off with a pop. "Until these magnificent orbs fill me to the brim~" She said before pressing her lips to the sack and purposefully leaving a few hickies.

She slowly started to raise herself up with a smile while making it obvious what her other hand had been doing the whole time. She reached forward and put her fluid covered fingers into Cheer's mouth. "How does that sound darling~?" She teased as she watched the Schoolteacher eagerly clean off her fingers. "I'll take that as a yes" She said before slowly pulling her fingers out and turning around, agonizingly slowly bending over and raising her dress. "Please Cheerilee my dear." She said as the well endowed mare stood. "Destroy my poor widdle unicorn pussy~"

Usually Cheerilee was a bastion of patience. Able to wait out anything after years of dealing with students. But that all meant nothing when she was horny. Let alone when she was being teased by Rarity. She wanted this mare and wanted to do exactly what she was asking for. She wasn't slow. She wasn't gentle. She slammed herself in from tip to hilt in one hard fluid motion.

She was glad that the schoolhouse was empty and school yard was equally so as the scream Rarity let out might have called the guard to be called. But Cheerilee wasn't going to give her time to get used to it. She pulled back in a long motion before slamming back in. She was glad her desk was heavy as she put as much power into her thrusts as possible. Rarity wanted it hard and she was going to get it.

Rarity hadn't been lying when she said it'd been a while since she had something of this size. What she hadn't said was that had been a toy. This was very different. In amazing ways. She felt like her mind itself was what was getting fucked. Cheerilee's movements were smooth but had all the power of an earth pony behind them. She couldn't stop the noises coming from herself. Her moans, screams and other lewd noises. "Oh, yes! Fuck me Cheerilee!" She screamed as the horny unicorn felt her second orgasm building. It was one of her favorite things about her body. Her orgasms came quick and easy. But she wanted a little extra oomph to this one "Spank me!"

"What?"

"Spank me!" Rarity demanded again and in the next moment, she felt a sharp stinging pain on her ass. Followed by one of the more amazing orgasms she'd had in some time "More! Again!" She added as she rode her orgasm out. That was quickly followed by more. Reddening her white ass. Cheerilee didn't hold back. Though she couldn't see, she could feel the red hand marks.

Cheerilee wasn't usually one for spanking during the act but... there was something about the red on Rarity's ass that set her off. She could feel her orgasm building up. Faster and faster. She bent over, her hands harshly groping Rarity's breasts as her thrusts became faster and more erratic.

Rarity looked over and demanded "Choke me. Do it."

Cheerilee bit her lip. She didn't want to do that. Spanking was one thing but-

"You're not coming inside If that hand isn't on my throat in five seconds." She said harshly in her lust before taking a shuddering breath and continuing softer "I'm not asking you to crush my windpipe. Don't worry."

Cheerilee nodded quickly as her thrusts picked up their pace and she put her hand around Rarity's slender, soft neck and added a little pressure. Though upon a quick demand of more she added a little more pressure. Rarity let out a choked out "Yeees" which allowed Cheerilee to focus on what she was doing. It didn't take long luckily though as about a minute later she finally came. Flooding Rarity's insides and not even noticing her grip tighten.

Rarity's body thrashed in pleasure as she felt her pussy and womb flooded with hot cum. Honestly with how much she could feel inside she wondered if her pill would still manage to protect against it all. Though due to less air going to her head thinking wasn't as easy but she loved the feeling.

Cheerilee, the moment she felt her orgasm coming down lessened her grip. She didn't notice the slightly disappointed sigh from Rarity since it was almost immediately followed by a series of moans as she pulled back and out of the unicorn.

Rarity pulled her jaw from off the table and tongue back into her throat as she turned around and dropped to her knees. Which was good since her legs felt like rubber. She worked to clean up the juice and cum covered cock as cum fell from inside her and onto the floor. "Cheerilee. I have something to ask of you. It's going to sound a little... iffy but you've been an amazing sport so far." She said before licks

Cheerilee nodded softly as she watched the mare clean her cock. She let out an extra long moan as she felt both of Rarity's hands play with her balls this time as her tongue ran along her flare.

"I want this- this whole thing down my throat. I want you to use it. I want you to use it until I pass out and then finish inside." She explained as she licked a little extra cum from her lips before finally standing again and sitting on the desk. She could tell Cheerilee's indecision as she raised her hooves and began stroking her with them. "Please Cheerilee. This isn't something I haven't experimented with. I wouldn't push that on you. You won't hurt me. I'll lay down on the table, open my mouth and let you slide right in. All I ask is that even if I pass out you keep going." She bit her lower lip as she kept glancing at the once again throbbing cock. It looked so good and it was so hard again. "Here."

Rarity pulled her hooves back and used her magic to gently clean off the desk before she laid herself down the long way, her head hanging off with her mouth wide open to tease before speaking again. "Just give it a try first. If you like it just keep going. If you feel worried or bad just pull out now and again to give me air." she gave the most comforting smile she could to Cheerilee as she pinched and pulled on her own nipples. She wanted this and she wanted Cheerilee to be okay with it. Not just so she could have her fun. But because she was going to ensure this wouldn't be the only time they have this fun.

While this all started unexpectedly and Rarity had been pretty demanding so far, Cheerilee very much appreciated that she was being given a choice. It wasn't a matter of Rarity demanding something and shouting until it happened. She was asking and giving Cheerilee control over what would happen. "I... think I'll give it a try. Like you said. Even if I don't do... that, it'll still feel good right?"

Rarity giggled and gave the best nod she could "Exactly right darling." She said as Cheerilee stood. "My mouth is known for how good it feels~" She said with a wink before opening her mouth wide again in preparation.

It took a little for Cheerilee to really build up the courage but when she did she was greeted first by Rarity's tongue when she got close enough. Licking at her leaking tip as it closed the distance to her lips. "I'm going to push it in slow, okay?" She said, only for the answer she got being Rarity wrapping her lips around her tip. "Ooh. That's a nice answer" She joked as she pushed in, moaning as Rarity's tight, velvety soft mouth gave way to an equally wonderful throat. This was something she could never do with Berry. Her gag reflex was too strong whereas Rarity's seemed nonexistent.

Cheerilee moaned and didn't notice that she was moving in a little faster until her eyes shot open as she felt her sack lightly slapping Rarity's face. "O-oh Celestia." She moaned as she looked down at the sight. Rarity's lips around her cock, throat bulged out by her cock as the unicorn gently caressed said bulge with a long, drawn out moan.

"I'm going to-" She began, only to get a thumb's up before she could finish. Cheer simply nodded to herself and took a breath before pulling back all the way. "Are you okay?" She asked, concerned.

Rarity giggled as she reached up and stroked the saliva covered cock "Darling. I loved that. I already told you want I want. If I need something I'll tap your side, okay?"

Cheerilee sighed as her cock throbbed. "Right. Right. That- that sounds good." She said, letting out a little gasp as Rarity licked her tip clean of pre.

"It very much is. So please. If you'd continue to ruin my throat I would greatly appreciate it" Rarity said with a giggle as she opened her mouth again.

Cheerilee nodded and steeled herself. Rarity looked more than happy to continue and she was the one to ask for this anyway. She wasn't as patient this time as she slid in. She knew Rarity could take it. This time as she pulled back she only did it half way before quickly pushing back in, her sack once again slapping Rarity's face. But before Cheerilee could worry, Rarity let out a long moan as she pinched her own nipples again. Without the worry from earlier she kept moving. Back and forth, saliva making a mess of Rarity's face as her hickey covered sack slapped the unicorn again and again.

Cheerilee soon lost herself in the motions. In and out. The incredibly lewd noises filling the room. The slurps, gags and slaps of flesh.

Rarity was in heaven. The loss of air creating a strange euphoric feeling as she felt her throat used and her face slapped again and again. It was so much better than when she experimented at home. She just added a tiny bit of magic to speed up the fun. Besides. She had to force herself to ignore those big delicious balls.

Soon Cheerilee increased both speed and power. The slaps louder, thrusts harder. The mess was bigger. But she couldn't stop herself now. It felt amazing. She noticed movement as Rarity raised a thumb again. Only for it to waver for a moment before falling limply at her side. Cheerilee gasped as she sped up. She was already here now and she didn't want to push this too much longer than she had to.

She briefly worried about bruising up Rarity's face due to how hard her sack was slamming against her face but she was more focused on the building orgasm. Her thrusts started to become erratic, her panting quickening as her balls pulled up to her body and a few moments later she felt it. A deluge of cum flooding down into the unconscious mare. She didn't expect or really realize how much she was coming until she saw the slender mare's stomach bulge out which only prompted one last large flood.

Cheerilee panted as she pulled out, wincing as a surprise rope of cum shot out onto Rarity's mess of a face and breasts. She would have to mentally save this image.

A little while later Rarity felt her eyes open. Her throat was painfully raw and she felt like she'd just drank a gallon of something. "Hmm?" was all she got out before coughing.

"Here. Drink this" Cheerilee said, rushing over a glass of water to where she'd placed Rarity. Sitting up in her own comfortable chair. "I figured some water would be good after... that"

"Mmm" Rarity mumbled before drinking it, finishing off with a content sigh before groaning and looking down at her stomach "Wha-!" But then it all came back to her and she relaxed with a sigh. She looked herself over. her dress was put back on right, her legs closed and she couldn't feel anything leaking. She felt her face. Dry as it should be.

"I figured it would be rude to just leave you like that. So I cleaned you up while I cleaned up a few other things" Cheerilee explained with a small smile

Rarity giggled "Th-" A quick cough but she raised a hand before Cheer could rush off for more water "Thank you dear. That was very kind of you." She said before stretching "Oh my. I must say I haven't been quite so... content in ages. Though, had I known how much I would have to work off, I may have thought of things differently" She said as she pat her stomach with a giggle

Cheerilee scratched the back of her neck. "Yeah... sorry about that."

"Oh, pish posh. Give me a couple of days and I'll have it slim as can be yet again" She declared with a smirk "Speaking of a couple of days. Have you given any thought to tutoring Sweetie? I could make sure to entertain you afterwards~" She cooed with a flutter of her lashes

Cheerilee rolled her eyes and sigh before chuckling. "I... suppose I could give it a chance. But... maybe we could... spend time together too? Normal time. Then it would give me an excuse to be there without seeming like I'm favoring her?"

Rarity giggled and stood carefully. Once satisfied her legs weren't going to turn into jelly again she stepped over and kissed the mare "Darling if you want to go on a date, you can just ask. Besides. No one would question you tutoring your date's little sister, hm?" She said before giggling at Cheerilee's flushed face. Oh this would be fun.

Author's Note

God it's been ages since I wrote somethign this long. Damn dude

But I had this idea last night and needed to write it out. So I did. So... here.

also we need WAY more futa Cheerilee. Her poor group folder is so sad ;-;

In Which Cheerilee Has Less Self Control Than in The Last Chapter (Non-Canon)

Her eyes fell onto Rarity again. Unconscious. Pussy absolutely drooling, legs spread. Cheerilee couldn't believe such an idea popped into her head but... She was still hard. Rarity would understand, right? She stepped forward and pressed the tip of her cock against Rares face, smearing her makeup even worse. Yeah. She'd understand.

Cheerilee, getting hard yet again licked her lips as she walked around the table and pulled her forward so Rarity's hips were hanging off. Held up only by Cheer herself. Her pussy was still leaking cum and while that in itself was a wonderful sight, it wasn't the hole she was interested in. She'd always wanted to try this but she could never ask Berry. She would tease her for ages about it if she did.

Cheerilee gulped as she pressed her cock against Rarity's back door and to her surprise it allowed her in with ease. She supposed she shouldn't be too surprised. With the spanking and choking and passing out, Rarity certainly seemed to be into some unorthodox things. Anal was probably the more tame of the bunch.

She groaned as she pushed more and more of herself into Rarity's ass. It felt wonderful. So much tighter than her pussy though perhaps a little looser than her throat. It was an interesting feeling. As interesting perhaps as the sight of her own hand, created in red on Rarity's ass. She could only see a little of it from her position but the sight made her want to add to it. To make it more red. She shook the idea out of her head for the moment. Now was not the time for that.

"Oh, Celestia..." She groaned as she was finally balls deep in Rarity's marshmallow soft ass. Cheerilee groped and groaned as she began moving. It was pleasurable of course. It felt great after all. But the fact it was something she'd wanted to try out for a while made it all the better. Maybe this was how Rarity felt as she passed out? Maybe this is what Rarity WANTED when she passed out?

That thought spurred her on. The idea that Rarity passed out, not only for herself but because she WANTED Cheerilee to use her body while she was passed out. Her thrusts became quicker. She would give Rarity just what she wanted. She would use Rarity to her heart's content.

With what felt like pure lust running through her veins instead of blood, Cheerilee felt herself getting close faster than every before. She wanted to claim this hole. Just as she had done with the others. She watched as Rarity's breasts bounced with each powerful thrust. Her head moving around on it's own with no will to hold it in place.

She pulled out and turned Rarity over before slamming herself back in. Spanking with each thrust. Rarity's ass would be red and sore for a week after this. But Cheerilee was giving the unicorn what she wanted and after a few more good thrusts it happened. She claimed Rarity's final hole. They were all hers. Rarity was hers.

She shook her head clear. That wasn't the way to think she was just helping Rarity with her fetish. She looked Rarity over and smiled as she turned her onto her back again, giggling at the way her limp limbs flopped. She still had one more round in her and that cunt was calling to her.

She slid in with ease. The gaping pussy swallowing her cock whole before clamping down to try to keep it in. She smiled as she pulled back before slamming into the sloppy pussy again and again. The cum filled passage made it easier than ever to use. Sliding along like ice. It felt amazing. A little too amazing honestly. She didn't count on how sensitive she would be after cumming so many times already. She bit her lip. Trying to hold it in. Trying to stop herself from cumming so quickly. She didn't want to be done already!

But she couldn't fight it any longer. She pulled back for one last slam only for it to pull out completely and miss on reentry. Resulting in her cum, flying into the air before covering Rarity. Her dress, her mane, her face, her breasts. All of it had cum somewhere.

This... would be a bit harder to clean up.

Author's Note

So. Like the last it has minimal (read as no) editing.

Cheer is pretty OOC from my last chapter here but I wanted to add this anyway for those who like it.

Don't worry. Rares loved it.

Is There Anything I Can Do? (Fluttershy)

Cheerilee's ears perked as she heard a knock at her door. It was her day off, who could it be? With a small grunt she pushed off the couch and went to it. Upon opening it she discovered who her mystery guest was "Oh! Fluttershy! How are you? What brings you by today?"

Fluttershy's cheeks were flushed as she gently pushed her skirt down "Hello Cheerilee. I, uhm have something to ask you. Would you mind if I came in?"

"Oh! No, no of course not. Come right in" Cheer was pleasantly surprised. It'd been ages since she had a proper guest in her home. "Make yourself comfortable. Can I get you anything?" She asked as Fluttershy made her way in.

"Oh... Just some water would be wonderful" Fluttershy replied as she once again fixed her skirt. Maybe it was a little small?

"Of course. That's absolutely no problem. Make yourself at home" She said before taking her leave. A minute later she returned with the glass of water. Fluttershy was turned around, looking at her bookshelf and it was then that she made two discoveries. One was that Fluttershy's skirt was certainly a little short. Two was that there were no panties to hide that soft, pert, yellow ass.

Instead of staring... any more that is, she cleared her throat after forcing her eyes up. "Here's your water" She announced as she walked over "Did you find anything that you'd like to borrow?

Fluttershy jumped a little and again adjusted her skirt as she turned to face her "Oh! Thank you" She took the glass and simply held it as she nodded "I did. This book on foal education. I've been helping Rainbow with Scootaloo recently and this might come in handy"

"Then by all means, borrow it as long as you need to. I've read it so many times that I'm pretty sure I know it by heart by now" She joked, her eyes glancing down for a moment to notice that the top two buttons of her shirt had come undone. M-maybe she didn't notice?"

"Oh, thank you so much!" She said before stopping and fidgeting with the bottom of her shirt. Something was on her mind. That much was clear.

Cheerilee sighed and put a hand on Fluttershy's shoulder "Hey. Go ahead and take a seat. Take all the time you need is there anything I can do?"

Fluttershy shook her head and took a deep breath. "N-no. I've- I came here to ask you and I'm not going to back out" She said, her voice not really giving away any confidence. She took a breath and continued, speaking quickly to get it out "Did you really sleep with Rarity?"

Cheerilee blinked once before her own cheeks flushed "Oh. Uhm... Well, we are all adults here so... yes." She admitted, figuring that with how close Rarity was to Fluttershy it wouldn't do well to just lie. "What did she tell you?"

Fluttershy blushed deeper still as she gulped "She... She told me what you let her try." She began, causing Cheerilee's eyes to widen "Choking her, spanking... m-making her... pass out" She said, finishing with a whisper

"Oh Celestia. She told you everything, huh?"

"She was very descriptive" Fluttershy admitted, glancing quickly towards Cheerilee's crotch before forcing her eyes back up immediately.

"Oh." She shifted her legs and bit her lower lip as her tail swept back and forth. "I see... I suppose that might go to explain your choice of outfit. I'm not saying it's bad just... much more risqué for what I expected out of you"

Fluttershy's cheeks matched Big Mac's coat as she nodded "R-Rarity said that it would help "Put you in the mood" before I asked..." She squirmed a little, hesitantly pushing her chest out a little "Did- did it?"

Cheerilee chuckled and scratched the back of her neck "Y-Yes. To be fair though, I don't think there's a pony alive who wouldn't get aroused at the sight of you." She admitted as she averted her eyes a little, only for them to quickly be pulled back as Fluttershy did a little jump for joy. While most pegasi were flat chested, Fluttershy was more blessed in that regard. While they weren't anywhere near those of Rarity, they were still a respectable size that bounced when she did her cute little jump. "But what was your question?"

"Oh!" Fluttershy stopped, moving her legs back and forth as her tail swept along the ground, pushing a scent through the room. A familiar scent. Arousal. "I... Uhm... I was wondering..." She bit her bottom lip gently, looking oh SO cute. "And I've put a lot of thought into this! Really I have." She took a deep breath as Cheerilee held her own at the same time "I want you to give me a foal."

Cheerilee's eyes widened as her jaw dropped. Did Fluttershy just ask her what she thought she did? Did she just ask her to impregnate her? As Cheerilee's brain tried to reboot she didn't notice something else happening until Fluttershy gasped. Then she felt it and her hands shot down to try to stop her erection from lifting her dress up the rest of the way.

Fluttershy didn't even notice that she licked her own lips as she spoke "I know how it sounds Cheerilee. But I trust you and... and I want one. I thought about this for a long time now."

Her mind fully rebooted, Cheerilee spoke as she continued to try to hold her quickly hardening shaft down. "I- Are you sure? Me? I mean, I'm sure there are plenty of other ponies who-"

Fluttershy shook her head and smiled "No. I've seen you work with ponies for years. Rarity told me about back when you were in school with her you always tried to help those around you. The kindness and patience you've always shown. It's always been really... attractive to me" She admitted, shifting her hips a little "And Rarity said that... the two of you, uhm..." She began, trailing off

Cheerilee let out a little chuckle. It was true that after that day, she and Rarity had been getting closer and closer. A couple dates here and there. "I, uhm. Yeah. I suppose we became a bit of a couple at some point."

Fluttershy giggled and nodded "Y-yeah and she was the one who helped me with this. She, uhm... she said she would "Be happy to share such a good mare with you" and that "Your foals would look adorable"" She explained cheeks burning with her blush again as the image of what a foal between the two of them would look like.

"I..." She sighed and took a deep breath "I mean... if you're really sure about this and you're okay with me..." She said, looking away as her cheeks matched Fluttershys' "I mean... I'm... I'm not against it. I just... "

Fluttershy took a deep breath and grabbed Cheerilee's hands and pulled them together, unintentionally freeing the beast to press against her as she got close. She squeezed her hands and looked Cheerilee in the eyes "Cheerilee. I've thought about this for over a year. I want a foal and I want you to give it to me." She said before her confidence wavered and she averted her eyes "I mean... if that's okay with yo..." She trailed off as she noticed Cheerilee's shaft which had slipped under her shirt "Oh... My. That... Rarity wasn't exaggerating."

Cheerilee gasped and stepped back, trying to push herself back down but it was to no avail. Having a mare like fluttershy say over and over how she wanted her foal had quickly pushed her cock to it's full majesty.

But Fluttershy quickly stepped forward, causing it to slip back under her shirt, leaving a trail of pre "R-Rarity told me what to do with it. I'm n-not scared. I can t-take it"

Cheerilee couldn't tell if it was excitement or nervousness in Fluttershy's voice but she nodded anyway. "A-alright. Just don't hurt yourself"

Fluttershy nodded with a smile as she knelt down, the shaft pushing the shirt higher and higher. Fluttershy lifted her arms with a giggle as she got to her knees and the shaft was left standing proud with her shirt draped over it. As Cheerilee moaned out softly before taking the shirt off her shaft and gently putting it on the nearby couch, only to gasp as she felt Fluttershy's lips on her sack. Since it was her day off, she hadn't worn anything under her long skirt but it seems that worked out perfectly for today.

Fluttershy continued on, doing just as Rarity had taught her. She kissed everywhere she could reach, licked every inch of each ball before opening her mouth. Cheerilee couldn't see but she could certainly feel as one of her balls was suddenly enveloped in warmth and wetness. Her moan was long and loud as she pressed her hands down on top of Fluttershy's head. It just felt so good to have the cute mare work her sack.

There was a loud pop and a moment later her other ball was enveloped. Her cock dripped and the pre landed onto Fluttershy's back, causing her to gasp as her tongue lapped at the salty orb in her mouth. Rarity had told her to be gentle but aggressive. To lead Cheerilee until she was ready to give control away.

Fluttershy sucked as she pulled her head back, pulling off with another pop. She took a deep breath and filled her lungs with Cheerilee's musky scent. "Oooh~" She moaned out before pushing her cheek against Cheer's sack and nuzzling it. The scent was intoxicating. Rarity had warned her that it was a little strong but nothing she'd said could have prepared her for this. If she wasn't wet before this would have caused it all on it's own.

After a few moments of taking in her musk she moved herself a little drunkenly to get a better look at the tower of meat above her. It was so big and seemed so much bigger from down here and those big balls she'd been sucking. She would get a foal for sure~ She didn't notice as her own hand started rubbing herself as she kissed the based and slowly went upwards.

Cheerilee was in utter bliss. It felt amazing. Having cute little Fluttershy with her long legs, soft skin, apparently extra soft lips under her skirt. She noticed as the pegasi made her way up the shaft and finally spoke "W-would you like me to sit down?"

Fluttershy kissed her way back down and nuzzled her balls again before kissing them once more. "Yes please." She said as she finally backed out from under her skirt.

Cheerilee couldn't help herself as she knelt down and placed a long, deep kiss onto the pegasi's lips. She was too cute not to! After she pulled away, leaving a dazed, drunken looking Fluttershy on the floor, she sat herself onto the couch, letting her dress pool beneath her as her shaft was on full, proud display. She held her breath as she watched Fluttershy remove her skirt and let it fall to the floor. Her pussy looked so tight. So pink.

Fluttershy bit her lip as she slowly crawled on top of Cheerilee, grinding her pussy against the massive shaft. She didn't even realize how erotic she was being. Her movements, her moans. It was all such a wonderful sight.

Fluttershy moaned as she lifted herself, grinding her pussy the whole way until Cheerilee's blunt tip pressed against her tight hole. That finally caused Fluttershy to pause. It was... it was big. Really big. She knew Rarity liked it big but... she hadn't experimented that much. She could probably take it but... She was scared. She took a deep breath and looked down to Cheerilee "C-Could you help me and p-pull me down?" She asked "I- I don't want to stop now but... I'm scared. Please Cheerilee. Pull."

Cheerilee was worried when she noticed that she stopped. A part of her expected that things would end right here and now. That Fluttershy would apologize but instead... She was asked to pull her. Fluttershy was determined. She wanted this and didn't want her fear to stop her from getting a foal. "Okay." She said gently as she put her hands on the pegasi's hips. "It might hurt so when you feel it don't be afraid to take it out on me. Bite me, scratch me, I can take it. Whatever you need."

Fluttershy whimpered but nodded quickly. She wanted this foal. "Please. Don't go slow. Just do it" She said before her eyes widened and she let out a scream as Cheerilee pulled her down without warning to ensure she wouldn't tense up. The next thing she felt was Cheerilee pulling her head to her shoulder. Fluttershy remembered what she said and bit down as her nails raked Cheerilee's legs.

"Shh, shh, shh. It's okay. That's the whole thing. You took it all. There's a good girl" Cheerilee said, whispering gentle things into her ear as she did her best to hide the pain she was getting. This little mare had more strength to her than it looked. She was almost sure that these marks would bleed. But that was fine for now.

It took a little bit before Fluttershy finally pulled her mouth back. Small tears in her eyes and a little blood on her lips"I- I'm so-" She was cut off as Cheerilee pulled her into a gentle but passionate kiss "Shh. It's okay. I'm an earth pony. I can take it. But hey. Look at you!" She said with a giggle as she pressed a hand against the outline of her cock inside Fluttershy.

Fluttershy leaned back and pressed her own hand to it. It made her think of what it would feel like when she had a foal inside her. She let out a moan and soft sigh. "Oh, Cheerilee" She said softly before slowly moving her hips, giggling at the sight of just how much the bulge moving inside her entranced Cheerilee. "Oh, thank you. Thank you, thank you." she said as she leaned forward and wrapped her arms around Cheerilee's neck, kissing her gently as she continued moving her hips. Cheerilee had gotten a little soft while Fluttershy had gotten used to the size so she had to work to bring it back. She didn't have to work hard of course.

Cheerilee grunted at the movement. Fluttershy was painfully tight. Luckily it was getting better with each passing moment. But the reality wasn't lost on her. She wasn't just having sex with this mare. She was going to impregnate her. She was going to replace the bulge of her cock with the bulge of a growing foal. So she started moving her hips to meet Fluttershy's movements. It felt amazing and after a few more moments she let out a gasp as she felt Fluttershy gently undo her top, freeing her generous bust before leaning down and latching her lips to her nipple.

Cheerilee let out a moan. With what was below, her breasts were generally ignored except when she dealt with herself. "Mmm~ Fluttershy~ They're sensitive" She moaned out as her hands reached around, groping Fluttershy's ass as she gasped. Fluttershy bit down a little, only to pause quickly after. Before she could apologize, Cheerilee spoke up "Mmm~ that felt good Fluttershy~" She cooed with a wink

Fluttershy giggled with a blush as she went back to work, nibbling, sucking and licking her nipples as her soaking pussy greedily took Cheerilee inside. The two continued on like that. With lewd moans and noises offset by giggles and soft whispers. Soon though the moans and gasps started to get more and more consistent. "Oh Cheer. Oh Celestia. Cheer" Fluttershy moaned and whimpered

Cheerilee grunted and chuckled "That's it Fluttershy. I'm going to give you a foal. Aren't you happy?" She asked as her thrusts picked up speed.

Fluttershy nodded with a smile "Yes. It- Ngh~ I can't wait. Please Cheerilee. Give me your foal" She said before letting out her most lewd moan yet and her hips started speeding up "Oh, Celestia~ Cheer~ Please. Oh, Yes~ Give me your foal!" She shouted, pinching her own nipples before gasping as Cheerilee grabbed her hips and slammed her down as she let out a long groan and her cock filled the Pegasi. Hot seed bloating her womb and assaulting her eggs. There was no way for her to get out of this without a foal.

Cheerilee groaned louder as she felt Fluttershy's pussy grip around her as she came. She couldn't pull out if she wanted to. It was too tight! "Oh Celestia! Fluttershy! You're so tight!" She shouted, panting as her orgasm continued. Fluttershy's tight hole and Cheerilee's massive cock working together to ensure none of the cum could escape.

Fluttershy moaned as she felt her belly. Watching it swell with cum. "Oh, Cheer. It already looks like I'm pregnant" She joked as she ran her hands over it. It was so full of seed.

Cheerilee panted as her orgasm finally relaxed and slowed down. She smiled as Fluttershy got closer and kissed her passionately. They wrapped their arms around each other as Cheerilee gently lead Fluttershy down so they were laying down on their sides.

Fluttershy moaned into the kiss with a smile "Keep it in. Please." She requested shyly.

Cheerilee chuckled and kissed her snout "Of course. We have to make sure it takes, right?" She teased, earning a cute giggle from the mare she'd just mated.

Author's Note

So... I guess Cheer is gonna get a Harem? Idk. but that's what It seems like!

In Which Fluttershy Has Less Control (Non-Canon)

Fluttershy didn't know what happened. As soon as that blood hit her tongue it was like lightening through her body. She licked at the bite mark she made, gently sucking at it before biting down again.

Cheerilee gasped and winced as she felt another bite. This one was different though. It felt deep and... Fluttershy was sucking at it. "F- Fluttershy?" She asked as she gently tried to pull her back, only for Fluttershy to fight back. She pulled with more force and managed it this time. What she pulled back however didn't look like Fluttershy. Her Colors were darker. Her teeth had fangs at the front, complete with Cheerilee's own blood on them. Her eyes were red and slit. This... had turned into a difficult situation.

Cheerilee gulped as Fluttershy licked her lips and gave her a lidded look "Oh Cheerilee~ you taste so good though and that big. Fat. Cock. Mmm~" She moaned as her hands roughly ripped Cheerilee's shirt open. The buttons popping and flying across the room. "You want to put a foal into my tight little pussy, don't you~ I could tell when I brought it up. You want to sire all the mares in town~ you want to fuck us all~ Maybe Rarity could make a new line of Maternity clothes~" She teased as she lifted her hips until it almost popped out, her wings aiding her in getting enough lift before she simply let herself drop "Fuck yes~! Your cock feels so good in my little pussy~"

Yup. This definitely wasn't the Fluttershy she knew. But at the same time. Holy shit that drop felt amazing! She wasn't going to last long if she kept doing that.

Fluttershy reached down and dug her fangs into Cheerilee's breast, moaning as she sucked at the blood that pooled out. She licked and sucked at the small wound before pulling back "Mmm~ If that tastes this good, then I bet your cum tastes just as amazing~" She cooed as she lifted herself again, this time letting it fall out. She immediately flew down and while hovering licked along the pre and juice covered cock. "Look at this thing~ You know I had one other thing to ask you~ I wanted you to ruin my throat~ Fuck my face~" She said as she opened her mouth wide, showing off her fangs as she turned over in the air

What is with mares she knew and them wanting their throats ruined? Cheerilee gulped and didn't know what to say, her cock however throbbed at the thought. Something that Fluttershy noticed

"Mmm~ You like that idea, huh? Fucking my poor little mouth. Ruining my little throat. Making me gurgle your cum. Make me drown in it. She teased as she flew onto a nearby table. Moaning and gasping as one of her hands thrust in and out of her pussy "Oh, Cheery~ Your big cock stretched me out so bad~ I went from two fingers and now my hand doesn't feel like enough. Come make it up to me~" She pointed at her mouth as she opened it wide with a wink "I'll make sure not to bite. Probably~" She said as she stared into Cheer's eyes "Now. Get over here"

Cheerilee was scared and horny. But she also wasn't in control of herself fully. She stood from the couch and walked over. Her skirt and shirt dropping to the floor as she pressed her tip against Fluttershy's mouth "N-ngh" She grunted. She was still in control of her mind. She knew what she was doing but she wasn't choosing to do it.

"That's it~ Shove that big fucking cock down my throat~" She commanded "and don't you dare stop until you cum~"

Cheerilee felt her body doing as ordered. She pushed her cock forward, past the sharp fangs and down her throat until her base pressed against her. She didn't pause as she pulled back, only to slam back in. She quickly found her pace as she deeply fucked Fluttershy's throat. She sped up, quickly starting to cause gagging noises in Fluttershy's throat. But unlike Rarity, Fluttershy looked eager to stay away. Her tongue, which somehow felt extra long wrapped around it as it pounded away.

Fluttershy's tight throat made it hard to hold back. Made it hard to last. She could feel her orgasm building. Cheerilee gasped as she felt Fluttershy's hands tightly grab her balls. The next moment she came. Flushing a deluge of cum down into Fluttershy's throat. The noises that came from Fluttershy were a mix of swallowing, moaning and groaning. As her orgasm slowed down Cheerilee felt compelled to back up until only her tip was inside her mouth as the final few shots filled her mouth.

Fluttershy let out another moan as she closed her mouth and rolled off the couch. She went up to Cheerilee and opened her mouth, showing off her mouthful of cum before pushing her back down onto the couch and straddling her. She gently opened Cheerilee's mouth before slowly letting the cum from her mouth fall out and land in Cheerilee's. Once her mouth was empty and Cheer's was full, Fluttershy moaned "Oh you taste amazing~" She moaned out before leaning down and kissing the earth pony, her tongue lashing all about inside as she swapped the cum back and forth. before finally tilting Cheerilee down towards her and taking all the cum into her own mouth before lewdly swallowing "Delicious~" She moaned "Mmm~ I think i'm going to need a couple more meals before we put a foal inside me~ I hope you can make it~" She cooed

Cheerilee gulped, the cum that was left in her mouth being swallowed. This was going to be a very. Very long day.

Author's Note

So obviously this didn't actually happen in the last chapter. I dunno if I'm going to keep doing these extras for the normal chapters but, uh. It's kinda fun to do a little extra and go a little further

Interlude (Non-Clop)

Cheerilee sighed as she waved the students out. She hadn't felt this relaxed in ages. But that was most likely due to finally having a stress outlet unlike she'd ever had before. A month ago she was single and utterly stressed. But now? She had two mares by her side. They were already close friends so the switch to being marefriends was an easy one. She looked out the window and smiled softly as she saw both of them making their way up to the schoolhouse. Talking happily with each other.

She couldn't help but chuckle as she saw Fluttershy's hand on her small belly bump. It seemed as if she never took her hand away from it. She was so eager to be a mother.

Rarity had designed them both clothes they could wear through their pregnancies. Yes, both of them. It was silly to think that after all she and Rarity had done that she wouldn't be pregnant too. While she pretended to bemoan it for her figure there was a shine to her eyes just like Fluttershy's when she talked about it.

Cheerilee continued to follow them with her eyes as they arrived and entered the Schoolhouse arm in arm. Rarity's eyes landed on her with a certain... predatory gaze that she'd learned to be wary of. "Cheery darling. We have a proposition for you."

Author's Note

So yeah. I think I might do little things like these in between chapters to attempt to give this thing some sort of narrative. Barely. If I do and this is the third you read, it's because I added others after this one. I feel like I'm rambling now so in return for this being a shortie, Enjoy this

The Start of the Problem? (non-clop)

Cheerilee took a deep breath as she looked at the clock. Leave it to Rarity to be "Fashionably late" for a meeting. Though she supposed she couldn't be too mad since she was coming in place of Cookie Crumbles who was out on another vacation. "I swear is that mare ever home?" She grumbled to herself as she looked at the clock again.

The door to the schoolhouse slammed open"I'm terribly sorry!"

Cheerilee's ears flattened against her head at the loud noise "It's fine Rarity just don't break my door" She joked. Well, half joked. That door had been slammed open and shut by foals for years. The poor thing.

"Thank you darling. Again, I'm terribly sorry about being so late. I had a client who had so many questions." She apologized as she took a seat.

"If anyone understands what it's like to be kept late because somepony keeps asking questions it's a school teacher" She joked. Letting the tension lighten just a bit with laughter before sighing. "But in all seriousness, I have to talk to you about Sweetie. She's falling behind more and more recently." She said as she took out the papers she'd prepared to show what she was talking about "She's never been the most studious of fillies but she was certainly competent. She's a smart filly if only she would study more" she added as Rarity looked the papers over.

"As you can see, if she continues like this, she's have to take extra classes, which would end up separating her from her friends more often than not."

Rarity frowned and sighed as she looked up. She may not be Sweetie's mother but as her sister she wanted the best for her and she'd be damned if she would let Sweetie lose time from her friends. She'd do anything to ensure that she stayed happy.

Author's Note

So. Yeah. I made this after I made a good few chapters so if there's any inconsistancies blame that.

I always feel bad that these are so short. So, here's something for you to enjoy.

Interlude (Non-Clop)

Rarity blinked and then she repeated that action a few times as her mind tried to come back to full and running order. "Say again dear?"

"I- I said I want a foal. That's what's been bothering me." Fluttershy admitted again as she looked away in shame.

Rarity was quick to catch on though "Fluttershy dear." She gently pulled Fluttershy's face back towards her "Fluttershy, look at me. There's nothing to be ashamed of. Nothing. You're the eldest of we six and it's only natural that you've reached a point in your life that you yearn for something more."

"You're just saying that..."

Rarity held back a groan as she smiled and pulled her friend into a gentle hug. "Now, now. There is nothing, nothing to be ashamed of and I would never just lie to you like that. You're my friend darling. That's not going to change and I would sooner shave my mane than treat you as anything less." She declared as she gave a gentle nuzzle to her "Now. Tell me. How long have you been thinking about this? A foal is a huge-"

"A year and two months." Fluttershy quickly interjected. "I- I've wanted one for a while but... it's all I can think about now. I want one. I've been learning how to take care of one. How to raise one. I just... I just don't know who I could ask... You know me Rarity. I'm already a nervous wreck. Asking a stallion this?" She shook her head "I can't do that"

"Idea~!"

Author's Note

Shortie again so as always a gift