Undisclosed Desires
by Peppy Cloppingskull
Chapter 01.03

Twilight sat at the head of the class, having found a spot by the teacher’s desk, and watched with great discomfort as the fillies gathered in a half-circle to stare up at her and the chalk board. She swallowed nervously and took stock of all of the fillies she could remember from the group, hoping that working her mind would bless her with the endurance she knew she’d need for the torturous, albeit short, class. Sweetie Belle, Scootaloo, and Apple Bloom. I guess it makes a little sense that they’d come into season at the same time. They do everything together.

Her mind began to wander as her last thought repeated itself in her head, teasing her with images of exactly what they could do together. She froze as she felt her tail twinge and instantly began berating herself. No! Thats not what you want happening now! Just focus on the list.

The next set of fillies she knew almost as well as the crusaders from their mothers' constant doting. Ruby and... Dinkie? Isn’t she...? Well, I have known a few other early bloomers, so that’s not as strange as I’d thought. She smiled at the girls who beamed and waved back at her before shifting on to the final trio. Ah, Silver Spoon and Diamond Tiara. Everypony knows them now and, judging by their faces, they must be late, but who is this?

Twilight eyed the pink filly curiously, unable to conjure up a name from her vast stretch of memory. Nothing about the earth pony even hinted at forgettable from the strange mixture of purple and white in her mane to the disturbing swirling that replaced her pupils, but she just couldn’t remember having ever seen this filly. The young librarian leaned discreetly towards Cheerilee and carefully prodded the busy mare. “Hey, Cheerilee. Who’s the filly on the end over there?”

“Oh, that’s Topsy Turvy. She’s been staying at the orphanage since....” The schoolteacher bit her bottom lip and glanced at the fillies before turning back to Twilight. “She showed up a day or two after Discord was resealed. She didn’t have any family or friends, so I helped her get settled in at the orphanage.”

Twilight’s eyes widened, but she suppressed any further display of surprise for the filly’s sake. She wanted to inquire more about the strange filly’s life, but the mulberry mare dropped the chalk she had been scribbling on the blackboard with and turned back to the group of blossoming fillies. “Alright, everypony! Now, I know you aren’t too excited to be back in school after everypony else was let out, but this class is just as, if not more, important as anything else you will be learning, so I want you all to pay close attention, okay?”

A collection of “Yes, Miss Cheerilee”s rang out from the gathered girls and a surprising “I won’t!” from the propeller-capped filly. Cheerilee nodded with a smile, ignoring Topsy’s negative outburst, and raised herself so she could lean atop her desk.

"Now, since you are all mature young mares, I expect you to take this seriously. I'm sure at least a few of your parents have told you some of what we're going over, but we're starting from the beginning regardless." She motioned to Twilight with a hoof who waved nervously to the little gathering. "You all know Twilight. She has graciously agreed to help today and will be sharing her knowledge and helping with the displays, so make sure to give her as much attention as you would me.

"Thanks for agreeing to help, Twilight. I really wish I could have somepony help every year. It really makes it much easier when I don't have to single out one of the foals." Cheerilee winked to her impromptu assistant, then returned her attention to her students. "As you all know, Summer is coming and, as I'm sure a few of you have begun to notice, so too is a change important for all mares' growth. This change is called estrus, or, as it's more commonly known as, heat. Estrus is the time in which all mares, both as young as you and as old as your..."

Twilight stared at the school mare, playing the words she had just spoken over in her head. Single out one of the foals? Why would she have to do that? Aren’t there books and presentations that-

“With the basic facts of estrus out of the way, how about we move on to the visual aids? Twilight, could you...? Twilight, are you okay?” Cheerilee tentatively prodded the lavender unicorn, causing the distracted mare to shriek and jump from her seat, much to the amusement of the small class. The librarian’s cheeks flushed a bright scarlet as the fillies’ laughter rang around around her, the typically beautiful sound seeming much less so under the present circumstances. “Now, girls. It’s impolite to laugh at other ponies’ misfortune. I’m certain you’ve all been startled like this, too, right?”

“Sorry, Cheerilee. I was a little bit distracted. What were you asking?”

“Oh, I was asking if you would use me as an example for the class. You just have to point out the various parts and explain them and-”

“What!?” Twilight slapped a hoof over her mouth and smiled sheepishly at the startled fillies. “What do you mean? I can’t do that! Don’t you have books, or pictures, or something!?”

“We aren’t a very large town, Twilight. We just don’t have the funding to spend money on displays like that. I’ve had to draw up the few diagrams I have here by hoof each year.” Cheerilee smiled and patted the shaken mare’s shoulder. “You don’t have to if you don’t want to, but I don’t mind the touching. It’s much better than possibly embarrassing one of the foals.”

Twilight glanced at the ponies sitting in the half-circle and bit her bottom lip. Oh, intentional or not, you just had to use guilt against me.... I don’t want to do that to them, but.... “I just don’t feel comfortable touching your... uhm... delicates.”

"Ohh.... Well, would you mind modelling for me, then? You don't have to, but it's the only choice we have other than a volunteer...." The mare smiled awkwardly at her scholarly friend as she patted her shoulder consolingly. "You could always imagine that it's a pony you like instead of me touching you."

Twilight's lilac eyes widened and she had to suppress a shiver as the thought of one of the sweet foals touching and presenting her marehood to the others made itself central in her mind. "I.... I think I can do that. You're going to be careful..., right?"

Cheerilee nodded and patted the anxious mare's shoulder with a knowing smile. "Don't worry, it won't take long and I've never had any issues with past students. Just turn around and... ahem... present yourself. I'll take care of the rest."

Twilight swallowed the tension in her throat and turned tentatively towards the blackboard with her rump raised high in the air. The blush that formed on her face burned like an inferno as her own embarrassment skyrocketed, but, even through the fire in her face, she couldn't deny one thing. This.... Oh no, this is starting to arouse me.... Please, please, please, don't notice.

Luckily for the unicorn, Cheerilee hadn't seemed to notice as she began to point out the various contours of her vagina and Twilight immediately found herself regretting letting the older mare near her backside. No, just remember what she said. Pretend that it's one of the girls.... She concentrated and, slowly, started to imagine a smaller hoof pulling her dark, purple lips apart to reveal the bright pink hidden behind them. The practised skill of the schoolmare turned into the inexperienced fumbling of a pink coated filly and her mature, knowledgeable words shifted into that bright, bubbly voice she had heard only moments before.

"This, is the clitoris, one of the most sensitive parts on a mare's body and, while it isn't really important to childbearing, can greatly increase pleasure during intercourse. Now, when a mare gets especially aroused, or if she is experiencing her heat, the vagina will flash the clitoris or 'wink'." Topsy's hoof left her vulva and Twilight imagined the filly hooking her hooves as if to pantomime an apostrophe. She almost giggled at the cuteness of the action, but her body reacted against her attempts to restrain herself. She felt herself spread without the assistance of a certain filly's hooves and a cool burst of air teased her swollen bud.

Twilight heard the foals gasp excitedly as her marehood teased them with another flash of pink, this time with a glint of slickness. "Twilight, are you okay? Do you want me to stop?" She shook her head at the curious girl's inquiry, but a stern prod into her side broke the spell and pulled her out of the little daydream. She looked up to Cheerilee with the mulberry teacher regarding her with a worried frown. "I'm sorry, Twilight. I've never, uhm, excited one of the foals before. We’re pretty much done... if you want to talk to the girls.”

“I...” Twilight glanced at the wide-eyed gathering and gave them all a sheepish grin, taking special care not to look into Topsy’s swirling eyes lest she lose the little restraint she had on her blush. “Well, you covered everything that they need to know.... I think I need to get back to the library....” Without waiting for a reply, the unicorn disappeared in a flash of lavender light, appearing for a brief moment in the town square and startling the ponies around her before teleporting a second time to finally arrive in the comforting solitude of her library’s bed.

She sighed in relief and sank into her blankets, trying to ignore the lingering warmth in her marehood. “Why did I let that happen? Ugh, I’m so careless!” Twilight huffed in frustration and glanced back to her twitching tail and the moisture starting to dampen her sheets. “I should probably take a shower to cool off.... I can’t run the library if I’m- Gah!"

She fell backwards off her bed after coming face-to-face with Topsy Turvy's swirly eyes. The filly leaned over the bed's side and stared at the mare, concern showing through her smile. "Heehee. You hurt yourself." She reached a hoof down to the slowly angering unicorn and smiled wider. "I'm not going to help you."

Twilight glared at the earth filly and brushed the offered hoof away with an angry huff. "If you're just going to sneak into a pony's room and be rude, then you can leave!"

Topsy recoiled and hung her head dejectedly. "You deserved it. I was hoping you were hurt."

Ponyville's librarian stared incredulously at the filly, unable to comprehend why she was being so hurtful when a small drop of liquid hit the floor. Twilight gasped as the filly sniffled, causing more moisture to fall from her face, and rushed to her side, all thoughts of anger and arousal gone in the face of the upset foal. She carefully lifted Topsy’s chin and stared into the girl’s hypnotizing, teary eyes. “You.... Can you speak normally?”

Topsy's frown deepened as she shook her head. "Yup...."

"You speak in opposites...." Twilight carefully pulled the lilac filly into a hug and petted her mane in soft, comforting strokes. "I'm sorry, Topsy.... I had no idea. Can you forgive me?"

Topsy nodded against Twilight's neck, a small smile beginning to retake her lips, and hugged her back. "No way! It was your fault!"

The librarian tensed, but her revelation quickly eased the effect of the foal's words. "So, you came to make sure I was okay?"

Topsy nodded vigorously and laid a hoof on her elder's withers. "Miss Cheerilee made us stay after you left, but I forgot that you were okay, so I went straight home!"

"How did you.... You wouldn't happen to be related to Pinkie Pie, would you?" Twilight sighed in relief as Topsy shook her head with a smile, obviously amused by the mare's question. "Well, that's a relief. I don't need anymore Pinkies around. Especially after that lake incident...." She shivered at the memory, but her grin widened when the filly placed a hoof on her shoulder to comfort her. "Hehe, thanks. You want something to eat or drink? I'm not a good cook, but I can make you a sandwich."

"No, thanks! I don't want anything."

"You know, you're very polite for a filly your age. Has Miss Cheerilee been helping you with social etiquette?" Topsy nodded vigorously, her cheeks bulging from the daisy sandwich she had just stuffed into her mouth, which elicited a giggle from Twilight. "And how about friends? Are you having any trouble finding friends? I know I was at your age."

The filly swallowed, wiping the crumbs from her mouth with a hoof, and chased the sandwich down with some tea. "Nope! I don't have any friends at all. Everypony is really mean to me-”

She grinned and regaled the unicorn with tales of her most recent escapades with her classmates in her strange backwards speech, using wild gestures for the exciting points. “-and it just puffed! Boooooooom! We were so bored!”

Twilight laughed as Topsy threw her hooves in the air, imitating an explosion, and took a moment to put the girl’s soiled dishes in the sink as she caught her breath. “It’s great that you’re getting along with the other foals so well. A filly should always have plenty of friends.” She settled in by Topsy and smiled down at the filly as she grinned up at her. “How about the group home? Do you like... it-”

Immediately, the filly’s joy was replaced by a deep frown as she hung her head and looked away from the scholarly mare. "I love it there. Scootaloo is always mean to me, but... I wanna tell you all about it."

Twilight bit her lip and pulled the distressed Topsy into a tight hug. "They aren't mistreating you, are they?" She shook her head and snuggled into the mare's embrace, her original mission to help the temporary teacher's aide forgotten in lieu of the evening's events. "Well, if you ever want somepony to talk to, I'll be here, okay?"

Topsy nodded, rubbing her face against Twilight's coat and making the unicorn blush. "You'll stay away from the home, right? You won't come to see me?"

"Well, if you don't want me to...." Twilight looked away, a mischievous grin spreading across her face. She watched the filly's reaction through her peripherals and couldn't help, but to giggle as she fumbled with words to correct the misunderstanding. She turned back to Topsy, her smile wide and caring, and tousled the girl's already messy mane. "I'm just kidding. Of course I'll come visit, but it is getting late. Do you want me to walk you home?"

"Yes, please. It's a very long walk." She beamed and pecked the librarian's cheek with a chaste kiss before bolting towards the door. Topsy paused in the threshold and turned to wave at the stunned mare. "I won't see you for a while, right!?"

Twilight started out of her daze, dropping her hoof from her cheek, and eagerly returned the foal's excited goodbye. "Y-yeah! I'll come visit soon! Have a good night, Topsy!" I'll visit as much as you want. She watched the strange pink filly dash through the streets with her goofy, adorable grin and didn't close her door till the fluff of her violet and cream tail disappeared around a corner.

She felt a line of wetness trail dampen the fur of her upper thigh and shivered. Wow, I'm glad I've practiced my self-restraint.... She's just so... lovable. The unicorn glanced to the door, and locked it with the slightest effort and leaned back on the dampened cushion she'd been sitting on. I guess a quick session will be fine. Spike isn't due back for another hour....

With the public closed and now locked out, Twilight took a moment for herself to release the pent-up excitement from the day, her mouth split by her ecstatic smile, and teasingly lowered her hooves across her stomach. She brushed against her nipples, sighing at their sensitivity, but continued further, eager to relieve the day's compounded stress. Her hooves pressed into her moistened marehood, spread her as wide as they could, and she softly cooed out the name of the swirly-eyed filly that dominated her thoughts.

She lost herself to the bliss of a filly’s imagined touch, unaware of the other sets of hoofprints trailing over the ones left by her imaginary lover.

~{U}~{D}~

Author's Note

Author's Notes: This chapter was hell on me, as you all got to see from the blogs, so enjoy it even if there isn’t any true clop in it (nor real filly-fooling). That stuff will come, but you get to see who you have in store (and if you can’t figure out who’s going to be the main one, then you deserve to be brain-panned v.). Next released chapter will be something, either this or ATFN, I dunno, but I’ll start working on it either tonight or at work tomorrow (as of Tuesday 01/29/13). Have fun and Peppy out~

EDIT: Also, Thank you to Paleo Prints for 'letting me' use his form of Topsy Turvy (a.k.a. Screwball). If you haven't check out School Daze. It's awesome.