"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 ;-;