To Be Two with New Beginnings

by AppleOfThineEye

Rating: mature
Tags: Cheerilee, Diamond Tiara, My Little Pony: Friendship is Magic, Silver Spoon, Porn, Fetish, Sex
Length: 6415

Diamond Tiara wants Cheerilee to adopt her. Cheerilee gets a better idea.

Long has Diamond Tiara's relationship with her parents been dysfunctional. She's had enough of it. She wants to be raised in a different family - so she goes to the mare she trusts most: her teacher. Silver Spoon comes with her, wanting badly to help her friend, just as much as herself. Cheerilee thinks of a rather... unconventional way of welcoming Diamond Tiara into a new family as her daughter.

Includes: foalcon, unbirthing, age regression, and loss of identity

Thanks to superfun for co-writing and co-editing!

Published 2021-04-12 21:40:00 UTC
Last updated 2021-04-12 21:40:00 UTC

Chapter One - A New Mother

Class had gotten out the better half of an hour ago, and the sun was still high in the sky as Diamond Tiara slid down the wall of the side of the schoolhouse. She let out a sigh and looked to her hooves. They were still shaking, if not as bad as they had when class first ended. She'd been trying to work together the courage to ask Cheerilee a very important question, but what she had in mind was so embarrassing, revealing, and taboo that she kept second-guessing herself over and over again. She'd trotted up to the door of the building thrice thus far, each time chickening out. All of this despite the reassurances of her grey, glasses-wearing friend. As the darker filly opened her mouth to speak, Diamond shook her head. "I know; I know," she groaned, tucking her cheeks into the frogs of her hooves. "I need to get over it. I know. But... what if she doesn't just say no? What if she goes straight to my dad, Silver..? What am I supposed to do if mommy finds out?" The pink filly looked up, searching Silver's face for an answer whilst her breathing grew shallow with trepidation.

Silver Spoon took a second to adjust her glasses before putting a hoof on the pink filly's shoulder. "If she goes to your dad, I'm sure he'll understand. It... it is very weird, but with how your mom's been acting lately, anypony in your position would want the same thing." There was a second reason Silver wanted her friend to go through with asking their teacher, but she felt like it was best to surprise her with it, so she didn't say it just yet. On her face was a calm reassuring smile, one that very few ponies had seen. Those ponies were the filly she was currently talking to, and three fillies that, at present, had not been seen at school recently, which was worrying the both of them.

When the silence had lingered a moment too long, Diamond Tiara sighed again - but reluctantly stood up. "I wish the CMC were here..." she lamented wistfully, slowly making her way to the schoolhouse door for the fourth time. Before she could bring herself to open it, she looked again to the grey filly. "Will everything be okay, Silver..? My daddy always says that to get me to calm down..."

"Yes, Diamond, everything will be okay," Silver Spoon said with a smile, gently hugging her. She did her best to imitate Filthy's voice, which, of course, was nowhere close to the real thing, but she figured the attempt would help make her smile even more.

The pink filly indeed smiled, but it was more of mixed amusement and gratefulness than only the latter. With a laugh, her eyes softened, and she returned the hug for longer than would have seemed necessary. Finally, she let go - taking another deep breath as she mustered her courage just enough to swing the door of the schoolhouse open and step inside before her fear forced her to flee. Cheerilee was right there at the desk, grading assignments from the past week. A pile of macaroni art sat on one side of the desk, waiting to be judged. Diamond, however, was not so patient. "Miss Cheerilee?" she greeted quickly, lip already quivering. Teeth nearly chattering. "Are you busy..?"

"Diamond Tiara?" Cheerilee asked in mild surprise as she looked up from her grading. "I thought you'd have gone home by now. But no, I'm not busy. Just grading some assignments. I can take a break and talk for a bit if you need to, though. You look like you have something on your mind." Her voice was full of that usual teacherly patience she had, and the expression on her face said that she'd be willing to listen to whatever Diamond had to say, especially with how important she figured it was.

"I... yeah, I do!" the filly exclaimed, putting on an air of deception as she took a step towards the teacher. "I wanted to ask if there's anything I can do to help fix the seesaw out-"

She was cut off by Silver Spoon putting a hoof on her shoulder. Diamond turned to see her friend shake her head glumly. Frowning back, the pink filly slowly looked back to Cheerilee - the false joy in her voice now gone.

"Okay, actually, the real reason I came to see you after class is because..." The pink filly bit her lip and rubbed her leg. Though usually the more outgoing between her and her best friend, this discussion was perhaps the one way to get her to clam up. "-My mom, she... daddy and her are always fighting... and whenever daddy isn't around, she yells at me really bad..." Her eyes had found the floor, the pink, quivering mess too afraid to look directly at the teacher. "Sh-she drinks and she gets really really angry at me for no reason... She really scares me sometimes..."

"I see... that... that is very troubling to hear," Cheerilee said with a frown, tapping her hooves as she rested her elbows against the desk. "I'd have thought that with how you stood up to her, she'd have calmed down. But it seems like she's done quite the opposite of that. But what do you want me to do? I could call the police, but I get the feeling that's not what you came to ask." Her tone was full of sympathy for the pink filly. If whatever the filly asked of her was something she could do, she'd absolutely agree to it. At least, that's what the expression on her face said. Though what the child was going to request was going to be quite odd indeed.

"No!" she quickly answered, voice desperate as she met Cheerilee's gaze. Immediately she became flustered by her own outburst, and she tried to explain, citing, "I-I don't want mommy to get in trouble... I just don't want to be around her anymore..." She was rubbing her leg again, and her eyes were threatening to let go of tears. The filly resisted the urge to weep, swallowing a strained lump from her throat. She took another deep breath. "I... I wanted you to be my new mommy..." she admitted quietly, sitting on the floor and looking back down to the woodwork, embarrassed by herself. "...Please don't be mad..." the filly almost whimpered.

Cheerilee's eyes widened in mild surprise as she stepped out from behind the desk. "Do you mean... you want me to adopt you from her? I don't think Mr. Rich would allow me to do that." There was, of course, one other possible interpretation of the filly's request. One that, while rare, was certainly not unheard of. Though the teacher would not have expected to do it to one of her students. Especially not the one she was currently speaking to. But, deep down, a part of her liked the idea of becoming her mother in that way. "Or... would you rather go through... rebirth?"

Diamond Tiara was looking downtrodden at the thought that her father wouldn't be accepting of an adoption. That's exactly the answer she'd expected when she first developed the plan to ask. So expectant was she of this response, that it was almost like clockwork that she sighed and began to stand, ready to leave - when the teacher spoke again. The filly lifted her head, cocking it to one side. Despite the wetness of her eyes, the shine of curiosity and hope in them was more abundant. "Rebirth..?" she echoed. "What's that..?"

"Well... you do know how foals are made, right?" Cheerilee asked, fighting hard to keep a blush from her face. While sex education wasn't something she taught until the fillies were a little older, she knew that their families were more open about this kind of thing, so by the time they got to that point, the class itself was more of a review than anything else. Still, it was something she had to teach every filly at some point, even with the high probability they weren't actually learning anything new.

"It's... when the mommy gets a fever and the daddy helps her get better, right..?" the filly asked, clearly having been taught the premise of sex, but either not being taught or not remembering its nuance.

Silver Spoon sat down, and Diamond followed her lead. Both seemed curious. Enraptured, even. Especially Silver Spoon, who had nodded vigorously at Cheerilee's question. The grey filly seemed a little confused on how the birds and the bees had anything to do with Cheerilee adopting Diamond Tiara. The pink filly had already been born. What was the mare talking about?

"That.... that is not... completely inaccurate. But it's very simplified," Cheerilee said, stepping to the chalkboard. "Heat is when a mare gets ready for mating season. Mating, in simple terms, is sex. What do you know about sex?" she asked the fillies. She had caught the look of confusion on their faces, but she gave them a reassuring smile, letting them know there was a point to all of this.

"I heard daddy say that he liked 'make-up sex' once..." Diamond Tiara muttered, too uneducated to say much else and too distracted by her original query to think of other things.

"The stallion's thing goes inside the mare's thing, right?" Silver Spoon asked, gesturing vaguely with her hoof. "And they make each other feel really good until the mare gets pregnant?"

"Again, a very simplified explanation, but that is about the gist of it, yes," Cheerilee said with a nod. "It's more complicated, but that's not important. What is important is the pregnancy part. Normally, the pregnancy involves a foal forming inside the mare's womb. But rebirth allows the mare to skip a step and turn one pony into a brand new foal."

This caught Diamond Tiara's attention, but for a different reason than the one that caused Silver Spoon to look entranced - even happy. The pink filly spoke up: "Aren't age spells almost impossible? Only Trixie the magician was able to do it, and even she needed help!" She was silent for a moment before another question popped into her mind. "Oh! What's a womb..?"

"To answer the last question first, the womb is the part of a mare's body connected to their vagina or pussy. Those are the official names given to this part," Cheerilee said, gesturing to her entrance. "And, while rebirth is similar to an age spell, it's a lot simpler. Any mare can do it." She smiled gently as she watched the fillies' expressions.

They both seemed intensely interested by the elementary revelation, with Diamond looking along the lines of extremely invested in hearing more while Silver looked more along the lines of understanding and eagerness.

"All a mare has to do to rebirth a pony is take the pony, and, well..." she tried to think of a more eloquent way of putting it before shrugging. "Well, they simply shove the pony into their womb. The pony then essentially rewinds in both mind and body until they're nothing but a foal."

"That sounds so... weird," Diamond commented uncertainly, shifting uncomfortably. "Wouldn't that hurt? And... isn't it bad to forget everything..?" The more pampered of the two fillies tilted her head to one side, awaiting an answer. One eyebrow raised in suspicion. Her grey friend, meanwhile, was looking entranced still - interested to hear more. The eagerness still lingered there, but there was a tinge of worry there that partly mirrored Diamond's. She stayed silent for now, but it was clear by the look on her face she wanted to ask something.

"From what information there is out there about the process, it actually feels really nice to the pony going through the change. And it feels even better to the mare doing the rebirthing," Cheerilee said with a smile, though this was replaced with a more thoughtful expression. "As for whether it's bad or not to forget everything, it depends. Sure, you'll forget your good memories, but you'll forget all of the bad ones as well." She looked right at Diamond Tiara in understanding with those last words.

Diamond Tiara still looked nervous about the idea. She quickly took a glance at the filly to her side, who returned the momentary gaze for just as long. "Would I... I-I mean!" She caught herself, getting flustered once more as she huffed. "Would a filly or colt also forget about... their friends..?"

Cheerilee had caught Diamond Tiara's slip-up and gently smiled reassuringly. "Yes, they would. But... They can always make new friends."

"And you won't have to forget about me! Because I'll be with you," Silver Spoon said to her friend.

Diamond had opened her mouth to respond to Cheerilee's sad confirmation, but as Silver interrupted her, the pink filly turned - flabbergasted. "H-huh?" she stuttered. "What do you mean, Silver? Do you just mean... you'll be in my heart?" Diamond Tiara smiled wistfully, almost joking with the last query. Almost.

"Heh, nice one," Silver couldn't help but chuckle a bit at that remark. "But no. I mean, I want to be rebirthed with you. I've always felt like you were my sister anyway... But this would make it real." There was nothing but sincerity in the gray filly's voice, and she never lost her smile.

"Aww... Silver..." Diamond smiled, a sad but grateful look in her eye as she gave the grey filly a hug - resting her chin on the other filly's neck. She held herself there for several moments, letting her worries melt away before a new one popped up and had her withdraw. "But..." she started, smile dimming into nothing, "what about your parents..? Don't they love you?"

Silver Spoon shook her head. "Not really. While they're not as outwardly aggressive as your mother, they're pretty indifferent to my existence overall. Except whenever I do something to advance the Spoon family name." Despite her word choice, her tone was pretty even and her expression was still as casual as ever, like she was used to this by now.

"Silver... I didn't know..." the pink filly replied, shocked yet sympathetic. She pulled the grey one in for another hug, eyes softened and once more threatening to drip tears down her cheeks. "I'd love for you to be my sister," she readily admitted, squeezing Silver Spoon tightly and nuzzling her affectionately.

Silver smiled as she eagerly returned the hug, nuzzling back.

This display of affection made Cheerilee smile gently as she watched the pair. "In that case, let's go outside to do this. While the classroom isn't exactly cramped, something like this is best done with open air."

Almost wanting to shout "Yay, outside!" like the filly she was, Diamond Tiara resisted her childish urges and slowly departed from the hug - keeping one hoof over Silver's shoulder. She didn't want to forget all they'd been through - but the prospect of a new life as sisters... She had no hesitation following Cheerilee out the door and to the side of the building. To the outskirts of the playground.

Once the trio arrived at the edge of the playground, Cheerilee turned to the pair of fillies. "Before we get started, there is one more question to ask. Would you like to be turned into twins, or does one of you want to be older?" Noticing the obvious question on their faces, she smiled gently. "You won't have to go in at the same time to be twins. You could if you want to, but I get the feeling you'd rather not."

Diamond and Silver looked at one another, smiled knowingly, and nodded to each other. They turned back to the teacher, and Diamond answered for the two of them. "We wanna be twins," she said with absolute certainty. "Like Aloe and Lotus!"

Silver Spoon nodded, then grinned deviously. "But could I be the 'older' one?" she asked with a giggle.

"Heeeeey!" Diamond play-complained, giving Silver a push. "I wanted to be first!"

Cheerilee couldn't help but chuckle at this. "Sure, Silver Spoon. Since you asked first." With that, she laid on the grass and spread her legs, exposing her pussy. The sensation of the warm outside air hitting her entrance made her moan lightly, but she never lost the smile. "You can go in either way."

Being ponies meant that neither filly was a stranger to seeing a mare's bits every day - but to see a mare’s sex exposed to them like this felt... different. Both approached with fascination, with Diamond letting Silver get a little closer than herself. The grey filly lowered herself to the ground and approached the winking entrance, briefly looking up at her teacher. "It feels good..?" she asked, the smallest of second thoughts crossing her mind.

"Yes, it will. It'll feel good for both of us," Cheerilee reassured the filly, gently petting her mane to reassure her. "And you have my word that I'll be the best mother to both of you that I can be." Her smile only seemed to get wider and more reassuring as she spoke to the pair

Silver closed her eyes, humming contentedly into the petting. Almost purring. When the hoof withdrew, she turned back to look at Diamond Tiara, who looked eager - if nervous. "I'll see you soon... sis," Silver smiled, now turning her head towards Cheerilee's marehood and pressing her muzzle against the warm sex. Ready to get inside.

Cheerilee placed her hooves on Silver's head and gently started shoving her inside. As she did, she couldn't help but moan gently at the sensation. She smiled towards Diamond as she continued the process of getting Silver into her body.

The frame of Silver Spoon's glasses prevented her further movement, so the filly removed them with a giggle. "I hope I won't need them anymore!" she laughed, though her voice was muffled by Cheerilee's folds. She helped the teacher take her in further - pushing on the grass of the earth to press her whole head inside until her neck was squeezed gently by the entrance. Her shoulders would be a bit of a hurdle to get over.

As she watched, Diamond Tiara giggled as well. "It's like you're gobbling her up with your mare parts!" she chirped. "And you're making funny sounds!"

"Heh, don't worry, you won't. I'll make sure of that," Cheerilee reassured the filly as she stretched her legs as wide as possible to help take the filly's shoulders in. As she did, she turned her attention to Diamond Tiara. "That is actually kind of what I'm doing. And the sounds are because of how good this feels. Every mare makes them when they're either having sex or rebirthing a pony," she said, not even hiding her moans at this point.

"Oooooo, will I ever have sex?" Diamond Tiara asked excitedly, watching as her teacher's vagina swallowed the shoulders of her best friend - binding her forelegs to her torso for the time being. A bulge was building in her gut as Silver Spoon writhed. The walls were squeezing her rather tightly, so she'd made an effort to get some wiggle room. Instead, she only managed to pleasure the mare she was inside of - her shoulders moving in the perfect way to press against Cheerilee's g-spot. "I can't wait for my turn!" Diamond smiled, almost jumping up and down with her eagerness.

Whatever Cheerilee was going to say was cut off by a rather huge twitch of her body accompanied by a loud moan. Luckily Silver was already far enough in that this didn't dislodge her. "You probably will at some point," she managed to say when she finally settled down, though she didn't stop moaning even as she spoke. "With who and when is another question. You might even end up having it with me or your sister someday."

"Ohhhh that sounds fun!" the excited ball of pink fur exclaimed, watching intently as her soon-to-be sister slid further into the teacher.

Silver was up to her flanks in pussy, haunches the last hurdle. Her muzzle was prodding Cheerilee's cervix now. A cervix that easily bent backward to graciously begin accepting Silver's entry. Inside, Silver Spoon was making small sounds of pleasure as well. Not so sexual as Cheerilee's though: hers were of contentedness with the warm hug the vagina was so lovingly giving her. Oh, how snug her womb would be by comparison! She burrowed her head inside, breathing deeply of the hot air within. It was so dark here, but it felt... right to enter. She kicked her legs on the outside, clamoring to get further inside.

Cheerilee, despite her body still shaking from the pleasure, took Silver's rear legs and gently shoved her in the rest of the way. As she did, she felt the filly slide the rest of the way into her womb, which only made her moan even louder. "Step one is complete. Now the change begins," Cheerilee said to Diamond Tiara as she felt her chord connect to the filly. At the moment, she looked nine months pregnant, but that would quickly change. "And this will feel even better for both of us."

Inside the womb, as the cord attached to her belly button, Silver Spoon giggled. She touched whatever it was and gave a light tug, but it was firmly attached. Soon, she felt something in her stomach. A small ache, and then the pleasant sensation of her receiving Cheerilee's nutrients. She giggled since it still tickled - causing the teacher's stomach to undulate slightly.

"When do I hop in?" an almost impatient Diamond asked, putting a hoof on the pregnant belly. "She looks like she's having so much fun!"

"Give... give her a minute or two to make room for you," Cheerilee said with a moan as she shivered slightly from Diamond's hoof. Once she finished speaking, her belly started to shrink. As she gave Silver her nutrients, the filly inside started to get smaller, slowly losing her memories at the same time. The first thing to go was that of her parents.

Silver thought it'd be nice to say a private goodbye to her mom and dad, here in Cheerilee's womb - but now she found herself unable to remember them. At first, this made her concerned, but this concern soon turned to glee as she became privy to the fact that with their memory taken from her, she no longer remembered the bad things either. Those bad things got vaguer and vaguer, until there was only an echo of her upbringing, and then nothing at all. She didn't have any parents before, surely. Cheerilee was her mother. Always had been. As she began to shrink down, she writhed happily, slowly getting more and more infantile in her demeanor with each passing moment.

Silver's happiness radiated throughout Cheerilee, making her feel just as happy as her first daughter. She was also starting to feel even more aroused, but she could take care of that later. She never thought she'd be a mother, which is part of why she had offered to do this to begin with. As Silver continued to shrink, the filly lost her memories of her friends. First the CMC, and then Diamond Tiara, though she still vaguely felt a connection to the pink filly. "You can come in whenever you're ready," the teacher said to the other filly. "She's small enough now that you'll be able to fit comfortably in there with her."

As the mare's belly continued to shrink, albeit slower than before, Silver's braided hair began to unwork itself and flow freely. She wouldn't be coming out looking as she did when she came in; that was for sure! But the regressing filly didn't know or care about any of that as her mind continued to dwindle. And on the outside, her former best friend laid down on her stomach, turned away from the dripping, hungry snatch. Diamond Tiara stretched out her hind legs, almost shyly pressing them against the lower lips of her teacher. before it could begin sucking her in though, another tinge of doubt struck her, and she flopped onto her back to look Cheerilee in the face. "You promise you'll take good care of us..?"

"I promise I'll take very good care of both of you. You'll never have to worry about anything ever again," she said reassuringly, leaning down and kissing her on the forehead. She continued to moan in pleasure as she felt Silver continued to change. "Go on, your sister is waiting for you," she added before gently pushing Diamond inside. She knew the two would need new names, and she was already trying to think of what those should be.

The filly waiting inside was devolving so fast that by now she was already sucking her hoof again, some of the last of her thoughts popping away from her dumb, foalish mind. Diamond Tiara was looking forward to greeting Silver Spoon inside, especially with that last dose of encouragement. She smiled up at her to-be mother as her hind legs effortlessly slid inside. "I-it tickles..." she giggled, trying to contain herself. But she couldn't help her squirming. "And it's so warm, hehehe!"

As the haunches of the pink filly presented a small challenge, she kicked slightly, wanting to be dragged in further. "I like it..." she added, smiling brightly up at the purple mare. "Please make me your daughter... mommy."

"Of course it's warm, it has to be to keep a foal alive," Cheerilee said, smilingly gently as she gave the pink filly another kiss before showing l spreading her legs wider to help take in her rear. Once that obstacle was taken care of, the rest of her body slid inside without issue. Silver, despite practically her entire mind being gone, still felt a connection to the pink filly that was next to her. Cheerilee rubbed her belly with a smile as she felt a second chord connect to Diamond Tiara, beginning the same process that had happened with Silver.

Settling beside the filly she knew to be her best friend, Diamond Tiara hugged her. They both giggled - Silver because of the hug, Diamond because of the tickling that began after the initial light pain of the cord's attachment. As it fed her nutrients, she snuggled up with Silver Spoon, knowing she was going to forget a lot of things very soon. A part of her was scared, but having her best friend there - even as nearly mindless as she was - helped to ease her. Silver dumbly licked Diamond's neck, causing the pink filly to giggle a little more as her memories began to pop off...

First to go were the memories she wanted to lose the most: those of her awful mother. At first, the filly was mildly worried about what Spoiled when she found out what happened, but that was quickly replaced with contentment that she'd remember Cheerilee as her parent.

As the teacher felt Diamond's mood shift, she couldn't help but smile wider at the feeling. Already, she was working on a story to tell their old parents as to what happened to their daughters. And, as she felt Diamond shrink as well, she couldn't help but notice a figure near the school building, though the figure quickly vanished out of sight.

Chapter Two - A New Father

Truffle - a small but stout colt - had ducked behind the wall of the school, hoping he hadn't been found out. He'd witnessed the whole thing: both fillies being unbirthed by his teacher. He wiped some sweat from his ash-colored forehead, hoof flicking his messy, dark brown hair. "That was a close one..." he huffed to himself, thinking Cheerilee probably hadn't noticed.

"And just what are you doing here, young colt?" He heard from nearby after a few seconds. Cheerilee's tone was firm, but there was a hint of playfulness to it. When he turned the corner to face her, her belly was still relatively large but was shrinking by the second. Her expression was also stern, but it was clear that he wasn't actually in trouble just yet.

As the belly shrank, so too did the mind of the pink filly within - memories being lost like clockwork. And she welcomed her devolution into being a foal, now licking Silver's neck as well with no obvious intent, other than maybe a baby's form of affection.

Truffle gulped in the presence of the imposing mare. Glancing between her face and her stomach, he began to sweat again. "U-um... I was coming here to play on the playground. Then I saw you were... busy..." There was the rouge of embarrassment on his cheeks, and it only turned a brighter crimson as he continued. "I-I thought it looked really cool... so I stayed around to watch until you were done..."

Cheerilee smiled a bit as she rubbed her ever-shrinking belly before turning her attention to that of the colt standing before her. "And what do you think of the idea of two of your classmates becoming my daughters? I hope you don't have any objections. It's too late to reverse the process," she said with a light chuckle before gently ruffling his mane playfully.

"You mean it's permanent?" he asked with an undertone of nervousness, focusing intently upon the tummy. Almost all the fillies' thoughts were gone now. All their memories. Waiting for that last "push" to make them Cheerilee's daughters now and forever. The two foals were hugging one another, hardly even knowing why they were doing it at all. The cords attached to either of their belly buttons were siphoning out the last of those pesky former lives, but somehow, they weren't able to get quite everything. Something else was needed to truly cement their regression, and Cheerilee had a fairly good idea of what that was.

"Indeed it is permanent," Cheerilee said with a nod. "But I didn't just do this on a whim. All three of us wanted this, and I'm more than happy to call them my daughters. When they are born, their names will be Lilac Petals and Cheery Sunshine." Her tone was full of loving conviction for the fillies in her belly.

"Those are... nice names," he smiled, looking back up into the teacher's eyes. "I'm... a little jealous you're not my mom," the colt admitted, blushing profusely still as he rubbed the back of his neck.

"Are you asking me to turn you into their brother?" Cheerilee asked, quirking an eyebrow. "I mean, if you want me to I will, but it's my understanding that you have very loving parents."

Truffle bit his lip, looking behind him as though his parents might be there. "Yeeeeeah..." he admitted with a sigh. "I guess you're right, Miss Cheerilee..."

"But there is another thing you can do," Cheerilee said with a soft smile, looking down at the colt's crotch. "There's one more thing to help make this permanent for them."

"And I can help?" he asked, brightening up again, tail flicking eagerly behind him. "What is it, what is it?!"

"I know how much you adore me. I mean, you did give me a card during Hearts and Hooves day every year," she said with a smile.

The blush returned with a vengeance. The colt rubbed one cheek as though he might wipe away his obvious embarrassment. "Shucks... you're right, Miss Cheerilee," he admitted, smiling coyly.

"-and I bet you've had certain... fantasies about the two of us together, haven't you?" she asked, giving him a knowing smirk.

The colt looked down, averting his gaze. But he couldn't hide his smile. Nor the smell of his need as his stout cock drooped down from its sheath and began to harden. "I know I'm not supposed to..." he murmured, trying hard (but failing) to stop grinning as he thought about the times he'd touched himself thinking of his hoof as Cheerilee's.

"Even though some would object, I know the love you feel for me is real," Cheerilee said, smiling as well. Her own arousal was increasing by the second, both from the sensation of Diamond joining Silver, and the smell of Truffle's arousal. "And you can get to be the final piece to complete their new life. And I'd be happy to accept you."

Truffle, likewise, couldn't ignore the strong scent of his teacher's musk just begging for a stallion to come along and breed her. And though he was no stallion, he was certainly capable of filling his teacher. And his teacher was more than capable of sating his desires. He gulped, looking up with soft eyes. "You won't tell my parents, will you..?" he asked - the big softie.

"As long as you don't tell mine," Cheerilee joked, but her expression gave the colt all the answer he needed. She laid back and spread her legs wide to allow him access to her entrance.

Truffle's small-but-girthy cock throbbed seeing the welcome folds and winking clit. He walked forward until he was above her. The colt's blue eyes locked with his teacher's as he properly positioned himself, bending his knees so that his virgin penis twitched against her. It looked a little awkward, but missionary was simple enough for Truffle to not mess up royally bad. "A-are you sure this is okay..?" he swallowed, biting his lip from the pleasure he felt just from his flared head touching the entrance.

"I'm more than sure," Cheerilee said, already moaning lightly from the touch of his cock against her. She was eager to get this started, so she started pushing against him. "Go on, stick it in me," she said in a lusty tone that was far from her usual teacherly voice.

The colt gave a nod and a smile despite his nerves, and he obliged the mare; he thrust himself into her, easily hilting inside of her thanks to his youth. Already he saw stars, moaning like the little boy he was. He threw his head back. "Th-this feels so much better than masturbating..!" he exclaimed, straining his voice through his pleasure.

"Heh, it feels the same for me as well," she moaned loudly, pumping herself against him. Already she could feel his actions start to finalize the foals inside of her, and he hadn't even cum yet.

The fur on the fillies' bodies was going away - magically fading from existence. Their manes and tails too. They were losing their ability to see, to make sound. All the things a developing foal just couldn't do yet. Soon, all they had left were their cutie marks. Babies didn't need those, so it would be the colt's orgasm to wipe those away for good. Truffle pistoned himself in and out of his teacher, letting his head sink into her chest as he moaned. Every thrust was a wild ride for the schoolkid, and his every noise of pleasure informed Cheerilee of that. "It's... so warm and wet!" he forced between two moans.

"And it's getting better by the second!" Cheerilee moaned out, pumping against him harder and harder. With each thrust, she was brought closer and closer to orgasm herself, grinning the whole time. Fucking one of her students was absolutely amazing.

With every squelch, every penetration, Truffle was getting closer and closer to climax. His virgin body couldn't take the pressure of the pleasure he was feeling. Pre was practically spewing from his cock as he clenched his teeth and tried to hold back, having learned that usually made finishing feel better. "I-it's happening!!" he shouted in a shrill voice, his boyish orgasm imminent. His cock quivering with need.

"Do it, Truffle!" Cheerilee screamed out, her voice filled with desperate need. She knew his orgasm was pretty close, and so was hers. The moment he orgasmed, three lives would be changed forever, and she couldn't wait for it.

"Ahhh! Cumming!" the colt cried, his small balls wapping against Cheerilee's base as he unleashed inside of her. His warm spunk shot deep into her, straight into her womb - properly impregnating the mare. The seed that fell upon the undeveloped twins washed away any remaining thoughts they may have had and took with it all their memories. Their cutie marks were washed away too - the final shred of their old identity, lost forever as they became the daughters of their new mommy.

The feeling of his seed sent her over the edge, and she threw her head back as she moaned. Her juices flowed over his cock, and she loved every second of it. She felt the changes to the foals within her settle into permanence. "Oh yes, Truffle! That did the trick!"

Panting, spent as he'd never been before, Truffle smiled faintly and slumped down - knees giving out. He lay there, his cock still wrapped up nicely in his crush's folds as he snuggled up to her. He lazily turned his head so that his chin rested on Cheerilee's chest. He was blushing, looking so happily up at her. "Does this make me a daddy?" he giggled.

"Heh, I guess it does. Maybe we should get married?" she asked with a joking chuckle. Though part of her did genuinely consider her question, she knew he was too young.

The colt chuckled back, and when his laughter - like his body - was spent, he closed his eyes and cuddled the mare he adored. basking in his afterglow. Letting himself slip into a very special "naptime."

She smiled as she gently pet him, letting him sleep. She looked forward to the next few months when she'd give birth to her children, and the life they'd live.

The grip the foals had on one another weakened, both from their natural atrophy throughout their regression, and because they were falling into a peaceful slumber. Aided by the warm cream covering both of them. As they fell asleep, they didn't even know why they were holding each other. All they knew, was that they were happy.

"Sleep tight my darlings. It won't be too long before we start life as a family," she said to the fillies in her belly. With that, she laid back and went to sleep herself.