“In love with me?!” Sweetie asked as she instinctively moved away from her teacher. This pony that she trusted and admired as one of her closest friends had turned into something that she wasn’t sure she liked. She suddenly became afraid of what would happen next, and the one mare she would normally turn to for comfort in these times was the one causing them. She cowered a little bit and quivered, but Cheerilee wrapped her up in one of the warmest embraces she’d ever felt.

“Don’t be afraid, my dear,” Cheerilee said, “I’m not going to do anything to harm you.”

“You…you won’t?” Sweetie asked.

“Of course not,” her teacher responded, smiling, “I only want to make you the happiest filly in all Equestria. I know it’s…unorthodox, but I need to be honest with you and with myself. I’ve been tossing and turning at night because I kept these feelings repressed. But now that I’ve come out and been open with you, I feel so much better!”

Sweetie backed up a bit and gave her teacher a look that was somewhere between soft and hard. In that grey area, Cheerilee found herself falling in love even further. She loved it when Sweetie didn’t quite grasp a concept, because that meant that she got to open her young friend’s eyes even further. She intended to open them all the way once they got back to her home. She could tell that, even now, Sweetie was beginning to comprehend the depth of her feelings and respond to them. The young pony’s eyelids began shutting, and she cuddled deeper into her teacher.

“Ms. Cheerilee,” Sweetie whispered, “I just…don’t quite understand. I’m only a filly, and not a special one, either.”

“Now, darling, that’s not true. You’re very special to a whole lot of ponies, and especially to me.”

“But why?” Sweetie asked as she suddenly pulled away from the embrace and turned to look out a nearby window. “Why me? Why didn’t you fall in love with one of the other fillies? What do you see in me?”

Cheerilee took a moment to ponder her response. Her love for this young pony would not allow her to be so blunt with her as to overwhelm her, but she also wanted to be completely straightforward. This was the pony she wanted to love forever, that she wanted to mate with. She knew that some part of these yearnings was dastardly and wicked, but she didn’t care. She wanted to be happy, and she wanted to make Sweetie Belle happy.

“I fell in love with you because you were always the first in class to greet me, and the last to bid me farewell. You’re always trying to discover new things, and I guess the teacher part of me is quite taken with that. You’re a wonderful friend, and an excellent student. That, and your…physical acumen is quite impressive. Frankly, you’re beautiful!”

“Beautiful?”

“Yes, Sweetie Belle!” Cheerilee exclaimed as she maneuvered her way beside her student once again. She gently latched onto Sweetie’s face with a hoof and pulled it towards her, attempting to delve into the depths of her green gaze. It was pale, yet absolutely breathtaking in its sheer subtlety. It could be difficult to tell what the filly was thinking from the look in her eyes, adding to the mystery that Cheerilee wanted so very much to unravel.

But Sweetie yanked her face away. “You can’t love me,” she said blatantly, “I’m your student, and you’re my teacher. We need to remain friends, at the most.”

The words tore into Cheerilee’s heart, but she pressed on. “Sweetie, please,” she said, “listen to me. We’ve transcended the plane of teacher and student and turned into something more.”

“We have?” Sweetie asked, turning back to face her mentor.

“Yes, my love, we have,” Cheerilee said, “and we must be willing to act on it. There’s nothing in this world I want more than you. I am a fillyphile, but I’m a fillyphile who’s fallen in love. Now I don’t want anything romantic from anypony else. Please, Sweetie Belle. Come home with me and spend the night. I cannot stand another evening of being alone.”

Sweetie was shocked at the outright promiscuity being put on display, and she thought about sending for the local authorities. Then she remembered that what Cheerilee was doing was not against any kind of Celestial law, so that plan went flying out the window. It was common knowledge that a colt or filly’s first sexual or romantic experience was often with a parent or trusted friend, because they would not be harmed by them. In this circumstance, Cheerilee was the trusted friend. Sweetie knew that her teacher would never touch her without permission, and she also knew that the dark pink mare lived to make foals happy. I just never realized that the happiness was so…personal, she thought.

“Ms. Cheerilee-“

“No, dear,” Cheerilee said in a voice that was as smooth as silk, “no more formalities. Please, just call me by my first name.”

“Okay, Cheerilee,” Sweetie said, “have you ever…been with a filly before?”

Cheerilee’s eyes looked at the ground and then back at Sweetie. “Once,” she confessed, “I had relations with a pony around your age. Her name was Smooth Swirl, and she was amazing. I was in college when I discovered my illicit emotions regarding fillies, and I got sent to Canterlot Elementary to do my student hours. When I met Smooth, my heart pounded out of my chest and I immediately asked her out. To my great surprise, she agreed, and the night was capped off by an hours long session of sexual gratification. That was how I knew I loved fillies. Nothing drove me like you young mares did.”

Sweetie smiled. “It sounds like you and Smooth had an amazing experience.”

“We did, indeed, Sweetie Belle. But she’s in the past, and I’m trying to solidify the future. Sweetie Belle, will you come home with me? I need somepony tonight.”

“Well…” Sweetie said as she tried to make her decision. On the one hoof, going home with her teacher meant a night of pleasure, and she knew that she needed it. Her habitual masturbation had tapered off in the last few weeks, and her small vagina was crying out for somepony to touch it. But on the other hoof, her night of carnal relations could lead to trouble with Rarity. “I just don’t know,” she said.

“If you’re worried about your big sissy,” Cheerilee cooed, “I’ve got an excuse for you. Since she trusts me, I’ll just tell her you came over for help on your homework.”

Sweetie smiled. “You know, Cheerilee,” she said, “you have a way with words. The fact is, I’ve often…well…pleasured myself to your picture. I’ve thought you were pretty for a long time, but today sealed it. You truly are the best thing that's ever happened to me, and I cannot deny my own feelings any longer. I…love you too, my teacher.”

Author's Note

Hey, everyone! Hope you're enjoying the story so far! I promise that the sex is coming in the next chapter or two. I wanted to make this more of a romantic story instead of just a straight up clopfic, and I wanted to give Cheerilee and Sweetie some context. So, the steamier stuff got put on hold until the later chapters. Thanks again for reading!