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!