Hot For Teacher

	If the days were just as long as they had been, Scootaloo couldn’t tell. Perhaps it was the heat from late spring leading into summer that kept bugging her. Maybe she wasn’t practicing as much as she used to. Whatever the case, the early teen pegasus knew the days at least felt twice as long.
	It was so hot! Scootaloo let out a sigh as she slumped back into her seat. Her desk sat empty of most belongings minus the single sheet and a pencil. Ms. Cheerilee’s rules. Nothing on the desk during testing times. The pegasus let her wings flap as she stared out the window and allowed her imagination to run off. She was so done with tests and annoying schoolwork.
	The whole day looked great to go out and run in. Celestia had the sun out and high in the sky. Despite the temperature being more than the orange pegasus would like she would still prefer to be outside than in sweltering classroom. What she wouldn’t give to just run wild right then. It wasn’t like her to sit still for so long. At least school would be out for summer soon enough and she’d get plenty of time to-
	A sudden tap to her desk startled the filly as she scrambled to compose herself. Cheerliee had taken the liberty to pace the classroom and make sure her students weren’t cheating. While Scootaloo wasn’t one to pull such tasks she did let her mind drift into the clouds more than she wanted to admit.
	“Finish the test, Scootaloo. Then you can daydream all you wish,” her teacher mentioned in a whisper before lightly patting the test sheet.
	That skip in her heart from the scare certainly brought dear little Scoots down from her thoughts. Instead of possibly angering her kind teacher, she grabbed the pencil and took a deep breath to steady her focus. One question at a time and she could be done with it and returning back to where she felt she belonged.
	The whole room was almost dead quiet. Sounds of Cheerilee’s hooves along the floorboards sounded out between the light shuffling of other ponies in their seats and the dull scratching of pencils to paper. Among the sea of cute heads ducked down to eye their tests, ears flicked here and there, tails swayed, and once in a while an arm might stretch out.
	Stale air sat heavy in the room though there was little that could be done with such a thing. Scootaloo made sure her head stayed, down regardless of the heat, until she had at least half of her test completed. If only Cheerilee would open a window to let some fresh air in.
	Almost as if on cue, the gentle teacher in her green skirt and pink top made her way over to the windows and began to unlock them. A sigh of relief was muttered through the students with a few ‘Thank Celestia’ mumbles. Scootaloo could almost swear she saw her teacher try to hide a smile at the reactions.
	In an instant, the air came in and washed over all the ponies in the room. Some papers were nearly swept up but magic and quick hands kept them from leaving their owners entirely. It was beyond refreshing to feel the cooler air come in and take away any of that needless warmth in the room.
	While the magenta colored earth pony stood at the windows, her eyes closed as she enjoyed the breeze just as much. Her head tilted back as she smiled and let herself get lost in the soothing flow of air. Scootaloo was nearly ready to turn her attention back to her paper until something else caught her eye.
	As the breeze flowed into the classroom in a welcomed greeting, her dear teacher’s skirt had quite the tendency to flap and flip as she stood before one of the windows. Conveniently, said window was also the nearest to the young pegasus who was already having a hard time focusing. In one draft, the skirt lifted generously to give the little pony quite the glimpse of what appeared to be the white panties of her own teacher.
	Just as soon as they were seen they were once again hidden. The two-toned tail of Cheerilee lowered and press the skirt back in place as she seemed completely ignorant of the fact she had basically flashed one of her own students her underwear. As she walked her way back to her desk at the front, Scootaloo’s eyes lingered for a bit longer until she ducked her head before she was seen staring.
	Instead of looking a little bewildered and confused at her kind teacher, the filly stared at her paper to make up for the fact she wasn’t writing. What was with her heart? Why did it suddenly kick up as if she had been running a couple miles? Her knees pressed together as she furrowed her brow and tried to comprehend what exactly was going on before taking a deep breath and shaking her head.
	Nothing was going on. She was just tired of the heat and the test and cool air conflicted with her or something weird. Her mind did its best to keep the task as hand up front but as she kept wanting to finish the last portion of it thoughts of Cheerilee began to dance through her mind. The last thing she needed was another distraction but one she didn’t understand only made it worse.
	After several minutes of struggling with a single question, Scootaloo put her pencil down and rubbed her face. Something had recently come over her and she couldn’t explain it. Conflicting emotions began their little rampage in the poor filly’s mind as she tried her best to maintain it all in silence. It wasn’t long until she found herself glancing up to see Cheerilee leaning back in her chair and fanning herself calmly.
	Again, she started feeling her heart pick up. The welling pressure in her chest was something she hadn’t encountered before. Why did she suddenly feel such strange things relating to her own teacher?
	When one of those emerald eyes locked to Scootaloo’s own amethyst colored orbs, the teen filly had her breath caught in her throat. Perhaps the confused look on her face had Cheerilee assume there was a problem with the test.
	“Yes, Scootaloo?” Cheerilee called from the head of the room.
	“N-nothing,” the pegasus stuttered out, clearing her throat and realizing how dry it felt. Something was definitely going on though she wasn’t entirely sure what.
	Scootaloo’s head lowered as she stared back down to her paper after seeing her teacher give a slightly raised brow. The sudden surge of emotions still bogged down the small pony’s mind but she trudged on. Whether or not her answers were correct, she needed to finish the test and sort her struggling body or mind.
	Her hand scribbled out the best answers she could and marked various choices when needed. The more she thought on it all the more lost she felt. It was something strange and she wasn’t used to it in the slightest. One thing she could tell was that it somehow involved Cheerilee in some manner. Why or how she had still yet to determine.
	Once she finished up the last question, Scootaloo’s body almost slumped in her seat. The air wasn’t as hot as before though when she thought of bringing the test up to her teacher she could feel herself getting slightly heated. Was she just nervous? Was that all? A case of jitters of failing a dumb test near the end of the school year? She knew that even if she failed it miserably she would be fine, so what was all the fuss over?
	Instead of trying to wrestle down the answer right away, Scootaloo took a deep breath and let it out slowly. At least that seemed to help somewhat. Her fingers tapped at the desk lightly while she sat in silence, wiggling in her dolphin shorts and t-shirt. She would figure it out soon enough but she still needed to turn in the test either way. A look around showed a few students already done and either zoning out or doodling.
	A small shove and the pegasus got herself out of the seat and grabbed the paper. Her eyes stayed down as she made her way up to the teacher’s desk and felt her body almost want to give way. With a straight arm, she offered up the test and stared down at the desk instead of up at Cheerilee.
	“Thank you, Scootaloo,” Cheerilee mentioned casually and took the paper from her gently.
	The smallest brush of their fingers meeting seemed to send a small shiver up the filly’s back before she let go and nodded silently. In a hurried walk, she made her way back to her desk quickly before sitting down and placing her head in her hands. Propping her elbows up, she did her best to keep from losing it all and making a scene. Though, to be fair, she wasn’t even sure how she would make a scene in the first place if she was only internally struggling with things. Did she even have some breaking point?
	The next half hour of the class period had her mind wanting to go daydream yet being unable to. For once, she couldn’t just relax thinking of things she wanted to do. Over and over, once certain image kept replaying in her mind. Cheerilee’s panties being flashed before her would not leave her alone.
	They weren’t even that special, were they? They looked like plain cotton. Was there some detail she had noticed and couldn’t remember? It didn’t make any sense for her. She had seen her friends in their own underwear more than enough times and never got bothered by it. Yet, somehow the instant with her teacher had left some kind of impression.
	Over and over, the small glimpse of panties adorning her teacher’s plot played in her mind. Scootaloo groaned quietly and hid her face as she allowed the thought to plague her continuously. Was it something about Cheerilee’s rear? The thought made the filly fluster some as her ears splayed back against her head.
	She wouldn’t deny her teacher was pretty. After all, mares liked being told and knowing they were pretty, right? Maybe that would help if she said it. They had been taught about mares going into heat recently but aside from jokes about the weather there wasn’t much she really knew. Was all of her thinking on that one instance something heat related? No, they had mentioned that doesn’t come until later, didn’t they?
	Questions continued to crop up as Scootaloo tried quelling most. It wasn’t easy to sit still but she wanted to at least not draw attention to herself for bouncing her knee in her anxious state. Things were troubling for the young pegasus though she knew not why.
	The sudden piercing drone of the bell had her jump in her seat and cover her muzzle quickly. No yelps at least. Her body relaxed quickly as she slumped back and reached to grab her backpack. All she wanted to do now was run but not even for fun. It just felt like something she had to do to help clear her mind.
	“Hey, Scoots!” Apple Bloom called, squeezing by a few other ponies. “Ya wanna come hang out? Me and Sweetie are planning a sleepover for the weekend. We ain’t got much else thought out but we still got another day.”
	“I, uh,” Scootaloo tried to answer before biting her bottom lip. “I don’t know, really.”
	The sudden look her friend gave her almost made the filly feel ashamed for not understanding herself. Sweetie Belle eventually came over as well, bouncy and cheerful as she usually was.
	“Hey, did you ask her?” the white unicorn inquired to Apple Bloom.
	“I’m not too sure,” the pegasus said as she rubbed the back of her neck. “I’m not feeling… like me.”
	The two of her friends looked to each other before tilting their heads in opposite directions. They clearly didn’t understand though she didn’t blame them.
	“Look, I know you guys want to hang and all but I feel… weird. If that makes any sense,” Scootaloo explained. It was honestly the closest she could get to expressing it in words.
	“Weird how?” Bloom asked, mindlessly dusting off her flannel shirt that was more than likely borrowed from Applejack.
	A cautious glance over to Cheerilee nearly had them all look before Scootaloo waved her hands before them both, hoping to draw the attention back.
	“I-it’s just weird is all!” the pegasus told them while giving an awkward laugh. “I’ll think about the sleepover though, okay? Sorry, guys.”
	“Ya sick or somethin’?” the earth pony asked, leaning in almost uncomfortably close. “You ain’t tryin’ to weasel outta this, are ya?”
	The look given was hard not to crack a smile at. Apple Bloom had placed her hands on her hips and leaned in with one eye closed and her bottom lip pouting out. While it was obvious she was serious in her own manner it did look a bit funny to see. Scootaloo was grateful for that, having her thoughts set aside at least for a brief moment.
	“No! Hah, I’m not trying to get out of hanging with my friends!” Scoots answered and leaned back. “Like I said, I just don’t feel like myself is all.”
	“Hmm, alright,” Apple Bloom said and nodded slowly. She seemed to accept the reasoning and let her face go back to normal. “You want to walk home with us at least?”
	“I’ll catch up in a minute. I want to run a bit so you guys get a head start,” Scootaloo said and smiled. Though slight forced it was still genuine.
	“Okay! We’ll be waiting!” Sweetie Belle called, already being dragged behind Apple Bloom as they both laughed and hurried out of the school as if it were the worst place to be.
	Scootaloo watched for a bit out the window as she made sure everything was set. Slinging her backpack over her shoulders, her eyes darted between the door and Ms. Cheerilee several times until she made a decision on what to do. Swallowing her fear, she marched herself up to the desk of her pretty teacher and smiled a bit.
	“What can I do for you, Scootaloo? You been well?” the magenta pony asked. Clearly she took notice of her student acting a tad off but seemed oblivious otherwise.
	“I’m fine!” the filly blurted out rather loudly before giving an awkward shrug. “Uh, you’re looking pretty today, Ms. Cheerilee. Just thought you should know!”
	“Well thank you, Scootaloo! That’s very sweet of you,” her teacher replied with a kind smile. “Is there anything you wanted?”
	“Um, no. Just felt like saying that, I guess,” the pegasus answered as she shuffled around some. “I’ll see you tomorrow!”
	With that, she rushed out of the building and began running. Her heart was nearly hammering her chest and her ears felt hot. Was she embarrassed for doing what she thought was right? She thought mares liked hearing such things. Was it supposed to work the same way saying it?
	Instead of trying to sort things out she let her legs carry her as fast as they could. Her lungs did their best to keep up the pace with breathing though she was getting sloppy. Each step felt like she was outrunning whatever it was that kept bugging her but it also felt like it was latched on in some manner.
	The pegasus breathed heavy, her arms pumping while she sprinted off. Things were still bothering her and she couldn’t place it which seemed to annoy her more. It wasn’t until she nearly slammed into the back of her friends that she managed to stop.
	“There you are!” Bloom announced and looked her over. “You gonna be okay?”
	Scootaloo placed her hands on her knees as she nodded, breathing heavy as her lungs burned. She had never been so careless when running before. Zero pacing, horrible strides, just overall a mess. The pounding of her heart felt like it might explode though she almost preferred it over the other sensation that kept working up inside her.
	The three of them stood in mostly silence as Scootaloo tried calming down. Panting and nearly gasping for breath, it took a good minute before she could finally speak properly. Of course, then came the questions of why she ran the way she did and what was really going on.
	“Okay, okay! I don’t know how to explain it so just… let’s keep walking and I’ll tell you,” Scootaloo caved. The other two agreed and listened while she began to explain the odd feelings though conveniently leaving out the pony in question that kept cropping up in her mind.
	It was almost nearing the end of their walk before she finished and let them soak up what little knowledge of the situation there was. The two before her conversed with one another in hushed whispers as they gave giggles and glances to their friend for a moment. The situation only made her feel more awkward until the spoke again.
	“It sounds like you got a cruuush~” Sweetie Belle sang out and giggled.
	“What?! I do not!” Scootaloo yelled, her cheek flush in embarrassment while she looked away.
	“I think ya do! Who is it?” Bloom asked, stepping in her path to keep them from advancing on their walk.
	“It’s n-nopony. Just weird feelings,” the pegasus said while trying to look annoyed though hardly pulling it off well.
	“I bet it’s Pipsqueak!” Sweetie said and smiled wide. “He’s got a cute accent.”
	“Ew! No!” Scoots retorted and gave a look to her friend which made Sweetie blush furiously.
	“Well, you’ll tell us whenever ya want, right?” Bloom asked, her eyes almost beaming to know though she was trying her best to respect her friend’s boundaries.
	“Uh, yeah, sure. I’ll tell you when I want,” Scootaloo said in a mumbled tone before shaking her head. At least she somewhat understood what might be going on.
	The three of them regained their composure soon enough and ended their walk eventually. It took longer than usual for them to part ways but mostly because they kept trying to pry for a little more information. Thankfully, Scootaloo learned from Bloom that being stubborn can easily halt some efforts.
	Now walking solo, the pegasus headed off to her home where she knew her aunts would be waiting. She could keep things unknown to them for a while to organize it all in her head more. At least they wouldn’t be bugging her about it until she told them. Still, a crush? On Cheerilee?
	Scootaloo found it hard to believe such a thing herself. After all, it was her teacher. Why would she have feelings like that towards her? Why seemingly out of nowhere? Did it just blossom spontaneously or had she always secretly felt that way towards her?
	Groaning in frustration, the filly finally managed to stop thinking about it for the rest of her walk for once. At least she knew what it might be and that was enough to rest her mind some. She could now focus on other ideas for a little bit. Like, what tomorrow would be like. Or, perhaps what Cheerilee’s favorite color was.
	Another groan and she stamped her hoof. It was impossible to deal with the feelings even if she wasn’t actively trying to think of them. Her eyes stared at the front door of the home before she sighed and walked up to it, entering inside and greeted her aunts.
	The evening and night went by quicker than usual. Things were flying by in her head, most of which always centered around Cheerilee. Why? Well, she had a crush on her, didn’t she? The one thing she couldn’t quite grasp was how other ponies dealt with such things. She never saw other struggle with it or have no clue what to do. How did they make it look so easy?
	Dinner was made and eaten in mostly silence while her aunts talked among themselves. Her answers were short but kind as she did her best at the table. Whether or not Lofty and Holiday suspected anything they didn’t seem to let onto the notion. For that, Scootaloo was grateful.
	Undressing for the night, the pegasus almost flopped into her bed feeling exhausted. Mentally, she was just done. Emotionally, things still ran rampant though there was nothing she could do. The sheets felt cool to the touch while she laid in her dark room. Donning just her nylon panties and over-sized shirt, she could feel herself already beginning to drift into the dreamscape that Luna had created for her.
	The shower before bed must have relaxed her enough to the point the exhaustion took care of the rest. Before she knew it, she was out like a light. The last thing to go through her mind was the though of Cheerilee’s very kind smile.

–

	“Scootaloo! Hurry up or you’ll be late for school!” called Holiday from within the house.
	The pegasus grumbled and rolled over before sitting up. Her groggy state wouldn’t help in getting ready quicker but she still forced herself up and out of bed. The filly stumbled around for a moment before grabbing a spare pair of dolphin shorts and tugging off her shirt. When she looked into the mirror her mind wandered to that special mare once more as she stared at her mostly flat chest while comparing it to Cheerilee’s modest bosom.
	It wasn’t jealousy to any extent but more of her accepting the beauty of her teacher in her mind. Perhaps it really was a crush she had on her and all she had to do was accept it. It did feel better just letting it be instead of worrying about it too much. Whether or not it was due to her tired state she didn’t know, but she welcomed it.
	Tugging on a sports shirt and patting her mane down, Scootaloo made sure she at least appeared somewhat presentable before grabbing her backpack and rushing out. Breakfast was snatched up and gobbled down at the behest of her aunties. She would have ran to school right then but the insisted it was a needed meal.
	“Love you aunties!” Scootaloo called once she finished and ran out of the house.
	Her jog was kept in check as she hurried on to school, making sure not to overwork herself like she did the day before. Everything just simply felt better for the day for some reason. She didn’t seem to meet her friends along the way though they probably didn’t sleep in as she did.
	It was a nice day out. Didn’t seem as hot as the past few and the breeze was nice. Scootaloo smiled to herself as she made her way to school and managed to just make it to the yard when the warning bell rang. She was barely on time.
	Getting inside, Cheerilee gave her a friendly nod and smile as she did with other students. Though, it felt like more to the filly. Her heart fluttered momentarily as she just gave a nod back and ran to her desk, nearly knocking it over when she tried to hurry and sit down.
	A wave to her friends made me smile wide as they waved back and asked where she was. A quick explanation of sleeping in and their conversation was cut short instantly as the final bell rang out across the school grounds. Class had started and she couldn’t do much else than let the day continue.
	Most of the day had gone as usual. Reading from text books, solving problems, being extremely quiet. Then it sparked up more than Scootaloo could have imagined. As if her heart wasn’t giving light blooms here and there during the day, one incident really got it racing.
	As Ms. Cheerilee was writing on the blackboard, her fingers slipped and the chalk dropped to the floor. The students seem to give a light chuckle though she paid no mind as she looked around to try and spot the escaping chalk.
	“There!” one student called out, pointing to the side of her desk.
	“Ah, thank you,” she mentioned and walked over before her hoof accidentally kicked the white piece under a section of her desk. “Shoot!”
	Her body leaned down slightly before she sighed and knelt to one knee, trying to spot where it had run off to. Scootaloo’s eyes followed the mare’s legs plenty, noticing the light sheen of panties beneath the skirt. It wasn’t until her teacher put both knees down and turned away from some of the class that she saw more than a repeat of the day prior.
	Cheerilee’s tail shifted aside as she leaned down and forward, trying to peer under the desk and managed to let her green skirt hike up far more than she probably intended. The sheen of her panties from earlier where shown to be something of satin. Light purple as well. They looked as if they hugged her body in ways Scoots found herself wishing she could.
	That mare’s plot wiggled lightly as she reached under the desk and made attempts at the chalk. Each time, her panty-clad rear almost beckoned Scootaloo over. Those panties formed perfectly all around her. Each cheek held with such generous care and even cradling her crotch in a perfect mound, complete with a light camel-toe.
	Scootaloo swallowed as she stared, as did a quarter of the class. Her hand lowered to her leg before her fingers lightly pressed at her inner thigh. Slowly, they inched up closer to her shorts as she gazed upon her crush’s pantied rear, breathing slightly heavier than before. Sadly, the whistle nearby from a colt snapped her out of her fascination and even brought her teacher’s attention to what was going on.
	“Oh, grow up, boys,” Cheerilee said with a roll of her eyes, using her tail to press her skirt back down and finally grabbing the piece of chalk that caused such a scene.
	As she stood up, the magenta coated mare dusted herself off and went back to the board as if nothing happened. Scootaloo admired her professional attitude over the situation. The lesson eventually resumed back to normal and for all but the pegasus the event was forgotten instantly.
	Over and over, the perfect view of those panties stayed heavy in Scootaloo’s mind. A few times she had to start taking deep breaths to calm herself as well as to keep her wings from splaying out. She didn’t need embarrassment that bad.
	Still, thinking over what she had seen was nothing but a distraction the rest of the day. Her legs pressed together when she thought of the obvious creases. Her heart picked up pace when she was reminded of how soft they looked. The poor little pegasus could hardly keep herself together when she watched her teacher sit and began trying to peek up her skirt more. Was she a pervert? Wasn’t it just a crush?
	If she was going to deal with such feelings then she might have to let her crush know just how she felt as well. Perhaps being let down easy would help her lose interest or focus better. Maybe that’s how things worked in relationships, or at least would-be relationships. The only real question was how would she even let her know or understand?
	Every hour felt like an eon had passed. More than a few times she managed to catch high views on the thighs of her teacher as she walked around and lectured. A couple of moments let her see just the very bottom edge of those panties once again and the curve of the cheeks they held. It always seemed to be when she was erasing the board and got to the bottom of it, bending ever so slightly and raising her skirt some.
	Scootaloo could feel her wings wanting to raise but she pressed her back into her chair and slid down in it. Trying to appear as if she were thinking, her hand stayed close to her muzzle but she kept giving her knuckle or a finger a bite to keep herself in check. If she had ever felt such things before then maybe she would have had a better grasp on what was happening to her. The thing was, she had always felt like she was too busy running, working out, or hanging with her friends to let much else get in the way.
	Perhaps it was some sort of buildup from avoiding whatever it was for so long? Was she starting to mature into a mare? The thought made her eyes widen. She was still just barely a filly and in her early teens. Was that when such a thing occurred? If so, why so suddenly? Was she the only one to experience such a thing in the manner she was?
	A look to the clock showed another hour to go and Cheerilee was happily explaining away a problem on the board. Instead of zoning out too much, Scootaloo attempted to act interested whenever she saw that calm gaze move near her. She had learned early on that acting aloof or just simply not paying attention had you called on more often than not.
	When the clock began winding down and her teacher started to wrap up the lesson, Scootaloo found herself nearly sunken into her chair behind her desk. Her hands had found their way very near to her loins as she lightly let a finger brush to her thighs a few times. It was an odd sensation but one she want to experiment with further. The pegasus even managed to accidentally run a finger along her lap which made her stiffen up and hold her breath.
	She was always making sure she had something to do that she never bothered to learn or experience whatever it was she just felt. An urge? An itch? What was it? Why did she yearn to go for it but know she shouldn’t? Perhaps it was because she knew it wouldn’t look so good in public view?
	The bell ringing had her startled while she quickly drew her arms above the desk and slapped them onto the open book. Her eyes were wide and her nerves a little shot though it appeared nopony else noticed.
	“Okay, class! For the weekend just read up on the subject a bit more!” Cheerilee called out over the students almost clamoring to get out. “Have a wonderful weekend and be careful!”
	A few students gave a mumbled reply before rushing out and hurrying home to enjoy their free time. Sweetie Belle and Apple Bloom had both come trotting up to Scoots with an obvious look on their faces. They wanted to know her answer about the sleepover.
	“Well?” Bloom asked. There was no beating around the bush for her.
	“I’ll see what my aunties say, okay? I might have to do a few things before I can though. You guys go on without me. Don’t let me hold you up!” Scootaloo answered as she struggled with a book in her backpack.
	“Okay, we’ll be waiting for you!” Sweetie said, brushing her rather pretty dress and skipping over to the door.
	“Just don’t be makin’ it too late. We wanna have a fun one and can’t do it without ya!” Bloom said with an affirming nod.
	The pegasus gave an awkward nod back before watching them both be near the last couple to leave the room. It was only a few other students, herself, and Cheerilee left. If she was planning on telling her teacher how she thought she felt then she wanted it to only be between them. Less of a chance to be laughed at.
	Feigning the attempt to put things away and struggling with her bag, the young pegasus waited and waited. It didn’t take much longer before the last few other ponies left and then it was just her and Cheerilee. Her heart nearly kicked up when she realized the fact, taking a deep breath and trying to calm down.
	Dropping her bag, Scootaloo drew in a much bigger breath and held it before slowly letting it out. It would have to be now or it would eat at her all the time. That much she knew. Her slim frame slowly made its way over to the desk as the motherly teacher sat alone and sorted some papers. Upon seeing the filly walk up out of the corner of her eye, Cheerilee looked up and smiled sweetly.
	“Hello, Scootaloo. I hope you have a very splendid weekend with your friends,” she said with a perfect smile.
	“Um, Miss Cheerilee?” Scoots asked, her ear wilting as she started to fidget some in place. Her hands pulled at her fingers while she glanced around to make sure they were in fact alone still.
	“What is it?” the mare asked, her smile staying upon her muzzle.
	“I… I, uh… This is really hard…,” the pegasus said as she felt her face almost burning up. She didn’t expect just saying something would be as tough as it was.
	“Scootaloo, is something troubling you?” Cheerilee inquired, her head tilting lightly and her smile slowly drifting away. “Is something wrong?”
	“No! W-well, maybe? I don’t know!” Scootaloo cried out, having the most trouble keeping herself cool and collected. “It’s hard to say…”
	“Hold on, okay?” Cheerilee said softly and got up. Her taller form moved over the floor and to the door before closing it carefully. Once she made her small trip back, she gave a light nod to the filly. “You can tell me whatever you need to, understand? It won’t leave this room if you want. I want to help if I can.”
	Somehow, though she didn’t know how, that seemed to make the pegasus calm down far more. Her heart may still have been pounding away but her anxious feelings seemed to ebb away. Something about finding comfort in how her teacher was handling the situation was nice. Even if she didn’t know exactly what was going on, though technically neither of them did at the moment.
	“O-okay. It’s hard to say though,” Scootaloo mentioned and looked down at her hands. “I’ve been feeling… funny and weird lately.”
	Cheerilee looked a bit confused and turned her head some before her faced relaxed and she silently nodded. Instead of trying to explain it to the filly she let her continue.
	“It’s really strange though because, well, I haven’t felt this stuff before and I asked my friends and they said it was like a crush on somepony and I didn’t really think so but now I do and I don’t know really if that’s what it is,” Scoots rambled on while staring down and fidgeting with her hands.
	“I think I might know what you’re experiencing. Don’t worry, all mares have gone through the feelings before,” Cheerilee said calmly with a light smile.
	“Really?! So, it’s okay then?” Scootaloo asked, looking up for once and having her tail give a slight wiggle.
	“Mhm, it’s perfectly normal for a pony your age to feel certain ways and-” her teacher began to explain until the pegasus trotted around the desk to be closer. “Uh, yes?”
	Scootaloo swallowed every last ounce of herself trying to back out of her current mindset before closing her eyes and nodding. It seemed the nod was to herself and she clenched her hands into small fists.
	“Miss Ch-Cheerilee? I, um… I want you to l-look at my panties too!” she blurted out while standing stiff.
	The silence that came after felt worse than a simple ‘no’ or something would have. Scootaloo kept her eyes shut tight as she waited for an answer or to be told to go home. Something, would help. Anything. Wasn’t this how ponies expressed crushes by offering things in return that had them drawn in to the other in the first place?

–

	Cheerilee could hardly believe her ears. Her seated position was motionless as she stared up at the athletically thin teen pony before her. Nothing had ever crossed her mind in such a manner and to be so blunt about it was a shock. If anything, she admired the young pony for stating it so.
	“Scootaloo…,” she began though she had no real indication on where she wanted to take her words.
	One one hand, she wanted to just tell the filly it was normal to have attraction to others but it wouldn’t be as normal for a student and teacher, rather a filly and mare. On the other hand, there was some deep feeling she could sense building within herself. A certain one that she knew was something much more different than the attraction towards a stallion.
	“I’m not sure if…,” she began before glancing to the door. It was closed. She did say anything stays in the room.
	“If…?” Scootaloo asked, barely opening an eye.
	“Actually… Just between you and me… I’ll do it for you~” the mare said quietly and smiled up to the filly.
	“R-really?” the pegasus asked, her legs fidgeting more as she stood in place. “Thank you, Mi-”
	“Just call me Cheerilee, sweetheart. It’s okay,” she assured her and nodded.
	“Thank you, um, Cheerilee,” Scootaloo said almost in a whisper. Her face was flushed red and her wings splayed behind her as she stood before her admired teacher.
	One thing was for certain and that was the sudden thrill and risk that dear Cheerilee knew was accompanying her acceptance to such a thing. Her morals kept trying to make up excuses such as how it would only be look, right? It wasn’t as if she were doing other misdeeds to the pegasus. Though, the thoughts of such things only seemed to excite her more.
	Whether it was due to the weather getting warmer, her body not getting any personal attention, or just that she was an incredibly perverted mare in secret, she had no idea. What she did know was what she wanted. What she wanted was to see just what kind of panties her cute student had on now.
	Moving her chair closer, Cheerilee lightly pat the pegasus’ hips and smiled to let her know it was okay. Her fingers toyed with the dolphin shorts at the preadolescent pony’s waist before she licked her lips and watched as those hands moved away and behind the little pony. Those curious touches stayed only at the waist and hips of her admirer for a while, trying to give a small massage here or there to help her relax before things went any further.
	Once she noticed Scootaloo watching her, she carefully gripped the shorts and tugged lightly. Seeing them slip down even just an inch surprised her, almost expecting the filly have tightened them more securely with how much she ran. Her eyes noticed the small bit of black nylon beneath and her curiosity only grew stronger. A hand left the shorts to lift the front of the shirt just the hair it needed to reveal the hem to her.
	The purple hem circled around that slim waist while the woven black fabric beneath hugged against the adorable pony’s lower body very nicely. For a moment, she wondered why the pegasus had wanted to let her see her panties then remembered her own skirt incident. Perhaps she had wanted to offer compensation or meeting as equals. It was quite brave for a pony her age.
	Cheerilee enjoyed the act a bit much as she squirmed in her seat slightly. How her body hadn’t felt such a rush in so long. She lightly grasped the edge of the shorts and began undressing the filly right in her classroom. The athletic wear slid easily down with the least amount of effort. It was turning her on in ways she never knew.
	The slow reveal of the underwear her student wore got Cheerilee pressing her thighs together in an attempt to do something about the need between her legs. Her eyes drank in every small bit they could as she let go of the shorts and let gravity take care of the rest. It was beyond beautiful to her.
	That perfect little frame and thinner form was more enticing than she was willing to admit. The whole idea of the act happening never crossed her mind but now that it was happening it seemed to get quite the rush out of her. She was with another pony in her classroom of all places. They could easily get walked in on seeing as she hadn’t locked the door.
	A look to the side showed the windows still open and blinds up. Anypony could hear them or look in if they got close enough or at the proper angle. Yet she didn’t want to stop specifically for those reasons. It also may have helped it was with a student of hers and the difference in age.
	“You’re a very pretty pony,” Cheerilee said quietly and let a hand rest to the panty-clad hip of the filly. Her thumb caressed over the fabric to feel the form of the body beneath some, just against the hip for the time being.
	“Y-yeah?” Scootaloo asked, her breathing a bit shaky.
	Poor thing had never even pleasured herself from the way she was reacting. Considering how she had come to her teacher and been so up front about her feelings, Cheerilee did take it to heart. It’s always rough confessing your love or crush to another. She was a strong pony.
	“Mhm~ I think you’re wonderful,” the mare said in a soothing tone as her thumbs rubbed circles against the black fabric, enjoying the feeling against her fingers some. It also seemed to be helping her get more into the mood than she was already.
	“You’re v-very pretty too,” Scoots mentioned and smiled, watching and enjoying the feeling of her teacher giving such delicate touches. She was happy she finally got to let her see and have her crush admire her, even if she didn’t quite understand everything going on. It didn’t scare her though and she was more than happy to stand still for as long as the mare wanted.
	Slowly but surely, Cheerilee kept up with the actions. Her hands rubbed at the warm hips and nice panties resting against them while her mind tried to grasp what she was doing. It was already too far for most morals but neither of them were really fighting it. In fact, the older pony found herself quite enjoying he whole ordeal as time went on.
	Eventually, her fingers slid from those hips and waist to the lower stomach, giving the gentlest of teases in their wake. Her hands caressed the filly as if she were a precious treasure and delicate flower. The rising lust within herself was something she seemed to be struggling with as her eyes fixated between those orange pegasus legs.
	“Is this okay?” she asked lightly, inching her fingers lower until they were barely a hair above the young pony’s lap.
	“Yeah,” Scootaloo said in a breathy tone. She was obviously enjoying the intimate attention as it was.
	Cheerilee nodded and smiled, leaning in and placing her lips to that cute stomach. The slender body was beautiful as it was fetching. The mare kissed just above the purple hem then applied another. Then another. While it may have tickled the filly it also had her shivering visibly in some delight. It was as high of a thrill and experience for them both.
	Quickly, those kisses got more passionate. Her lips pressed along the orange coat and playfully gave light pulls as she drew back. Those fingers were too eager to sit still during the action above as they too began to work again. A nice, slow roll over her palm down over the crotch of those panties and cupping lightly had them both breathe a gasp in pleasure and need.
	“Yes,” Cheerilee sighed in her growing desire. Her lips kissed to the lovely stomach a few more times as her hand gave a few rubs along that clothed mound.
	There was no clear warning of what happened next but both ponies seemed so lost in the moment that neither stopped the flow of things. Cheerilee’s lips found the hem of those panties and gave the tiniest nibbles to the fabric as she kept massaging her palm to Scootaloo’s lap. The warmth coming from the area was a clear sign of her own arousal. Just knowing that seemed to get the mare’s own heat sparked.
	Those nibbles went from lips to teeth as she took hold of the panties and felt her heart pounding a mile a minute. Was she really doing this? With her own student? As fast as those questions surface they were instantly drowned by the waves of lust as she pulled back, panties held in her muzzle and gazed down into them for her prize.
	Just as that orange stomach had been so slim and fit, it all traveled in one incredible dive below her belt. The coat was just as soft looking and smooth beneath the underwear as Cheerilee pulled further back. Her hand moved away to allow the fabric to stretch a tad more until she finally caught the glimpse of those wonderful folds. While it was only a peek it was still enough to have her breathing heavily through her nose.
	The hot brushes of air into the unguarded loins of the student had Scootaloo gasping and nearly shaking in a world of need. A need she had no clue about before. It was the little things that seemed to add up to so much for her in ways she was never prepared for but so happy to experience with the one mare that stirred her into a growing cauldron of overflowing desires.
	“Ch-Cheerilee,” Scootaloo mumbled softly as she looked down. The top of her teacher’s head just over her lap and the hot breathing into her panties was working her up like no other.
	Hearing her name, the magenta colored mare slowly eased the panties back, kissing the hem and her beloved student’s stomach once in place. Her eyes gazed up to see the clear want hidden behind the confusion and love bubbling about within. Oh, how she was getting to love this.
	“Here, sweetie. Sit on the edge of my desk,” Cheerilee offered and moved her chair aside.
	Nodding, the little pony stepped out of her shorts from around her hooves and hopped herself up on the desk. Her legs kicked lightly until she saw her teacher scoot forward and gently rest her hands on those cute knees. The kicking subsided as she blushed and smiled, not exactly sure what to do until her legs were being spread carefully.
	“Relax~” Cheerilee whispered and continued parting those slender legs until they were just wide enough.
	The two gazed at one another for a moment, the mare rubbing the filly’s inner thighs as she helped soothe her before leaning in. Her head moved down and between those legs, almost perfectly slipping forward until her muzzle was just an inch or two away from the clothed peach of her now secret lover. Thoughts were a whirlwind in her head but instinct was the driving force for this moment.
	Scootaloo gasped and let out a light moan as she felt those lips press to her lap. The sensation was almost too much all at once as her legs shook and pressed tenderly to the sides of her teacher’s head. Her hips shivered as she experienced her first bit of oral treatment to her loins, gripping the edge of the desk with her hands and trying so hard to do what she was asked by relaxing some.
	Cheerilee’s mouth was tasting just the mere fabric of the filly’s crotch though the whole fact of where it was sent her on pins and needles. She was loving the cute scent of the filly. Not strong but a subtle and gentle one. It was perfect and felt like a lure to just keep drawing her in. It wasn’t like she could stop with how far gone she felt.
	The legs pressing on either side of her head had her let out a hot huff in her horny nature. The breath warmed the gusset of those panties and Scootaloo in turn. The filly seemed content in letting her continue. With that, the mare opened her muzzle and pressed over the soft area, letting out a light moan that was muffled. The vibrations made Scoots tilt her head back and groan slightly.
	Caressing her legs, Cheerilee tried to help her relax more as she kissed and made out with the panty-clad filly mound, enjoying every little bit about it. It was so taboo but it just felt so right. Her snout breathed in any scent offered, mostly from the panties but the clear hint of the filly beneath was there and very clean. Almost as if calling her to it. It was her area to enjoy that was pristine and untouched.
	Oh Goddesses, she was having a time just making out with Scootaloo’s lap. Her mouth pressed and her tongue teased while she gave several groans into it. Each time there was a vibration over those covered folds, the filly grunted and shuddered lightly. It was intense every time but she held on and stayed with her teacher every step of the way.
	In her own deep needs, Cheerilee slipped a hand down and parted her own legs. Her fingers traced over the light purple satin covering her lap while she played with her new lover, turned on beyond measures. It just felt so good to rub down along her folds and back up, only to give her clit a few light circles. The needy nub of pleasure was clear as day if one looked for it, with the light press to the satin giving a small bump on the panties.
	Masturbation and foreplay were high on Cheerilee’s list of perversion. The issue was she never quite divulged much into anything for a while. With how it was looking with her dear little pony friend, things could easily take a turn to the lewd nature at any given time alone after the encounter. Her fingers toyed with the that small button over her panties as her own knees quaked while attempting to eat out young Scootaloo through her own undergarments.
	“H-haa~ Ah!” were the sounds Scootaloo made, unable to form coherent words, much less any sentence.
	The classroom fornication was working them up more and more as things continued. The hot breaths on the filly’s lap, the self-play with Cheerilee’s own body, the noises, the nature, the outright raw desire. It was just so good. Soon enough, the familiar reactions began that the mare knew all too well while she felt Scootaloo shake more and clench her legs a bit more to the head of her teacher.
	“It’s okay,” Cheerilee muffled out over that heated spot, kissing it gingerly. “Do what feels natural, honey~”
	It was hard to grasp any kind of real concept during the throes of pleasure but the filly did try. Her fingers held onto the desk as if her life depended on it as she felt something bigger stirring within. Every part of her body wanted to close in and tense up but it didn’t feel like a bad thing. In fact, she wanted to see it through. It felt… special.
	Almost in a flash, Scootaloo felt her vision blurring and her body shaking. It felt good to make noise for some strange reason. To just call out despite being unable to make it sound like anything forming a word. As such, she did what her crush told her and followed up by moaning in her bliss of starting to reach her first ever orgasm.
	Only to make her first her best, Cheerilee waited until the proper moment to push her little lover over the edge and beyond. Once those legs tightened around her head, she reached up and hooked a finger into the crotch of those panties before pulling them aside. The sight was as sexy as she had hoped with the perfect slit giving the slightest glisten in her first passionate venture.
	The mare wasted no time, wanting to bring out the best in the slender frame atop her desk, and pressed her muzzle right in. Those lips traced and teased up the entrance of the filly’s body before her tongue slipped out to dip in and taste the nectar of her pegasus. It was a tender taste, so natural but sweet for a filly as her. That tongue moved up along the crease of her now extremely intimate friend until she found that hidden pleasure nub that deserved the best.
	Once her wet tongue made contact with the little clit, Scootaloo was almost in convulsions. Her hips raised and quivered as Cheerilee traced all around that small bead like a precious fruit. The mare coaxed out that climax as she made sure the filly could enjoy every blissful second, kissing and massaging that sensitive button to the best of her ability. A finger even joined in the fun, slipping past those previously untouched folds and lightly working along the velvety walls within.
	It was an intense moment to witness and just as much of one to experience. Scootaloo was a moaning filly in a fit of passion, clearly unable to keep herself quiet and thus risking their sexual experience in private. Luckily, nopony was near and they were alone to enjoy the nature of their love, no matter how sinful or pure one may see it.
	Those slim limbs eased and eventually relaxed as Scootaloo breathed heavily, panting and laying back on the desk while her face was flush. Clearly, nothing had ever driven her that wild before. The poor thing probably felt more out of it than after a workout, though certainly far better. Instead of teasing her further, as much as she wanted to, Cheerilee pulled away from the first taste of filly pussy and licked her lips. That finger eased out slowly while she stared at the cute pegasus on her desk almost like an offering.
	While the pegasus panted out and got her strength back, her teacher was still riled up and wanted to get her own needs in. With a view like the one before her, who was she to pass up the chance of perfect masturbation material?
	It took only seconds for her to unbutton her blouse a bit and reveal the matching bra to panties beneath. The satin cups were a lovely compliment to her entire body as well as how they formed almost too well against her. With the aroused state she was in, her nipples were hardened little buds of joy that pressed out against the fabric. It was just too hot to stay clothed and it only got her more turned on to reveal bit of herself.
	Her hands hiked her skirt up as she leaned back in her chair and parted her legs wide. Those eyes, full of lust and shining in a need fueled by the one before her, stared right at the prize she had won. One hand cupped a covered breast, fondling herself openly and teasing over the raised bit of satin to make her shiver. The other hand had the more important task and slipped down to her parted thighs, quickly rubbing to the smooth panties and feeling every bit of herself beneath.
	“Oh~” Cheerilee moaned out, looking at the splayed filly on her desk, exposed and catching her breath.
	What would one think walking into such a scene? Cheerilee, the loved school teacher, masturbating to one of her own students being prone on her desk? The thought excited her more than she realized while her fingers below played along her satin covered folds and rubbed at the far too sensitive clit at the peak of her cleft.
	She knew she had urges but not how strongly they were until she was in the moment. Perhaps she could take more risks before classes. Maybe even during if she could get away with it. Her body shivered as she grinned and looked at the spread legged Scootaloo on her desk. Was she always this perverted? It was possible but she only really seemed to accept such an idea recently.
	“So good…,” she mumbled in her masturbation, rubbing her clit and panting heavily. The mare was indeed a pervy teacher.
	There was no denying she was getting heavily into it. Cheerilee’s body pressed into the seat more as she pressed to her loins and groped her breast more. It was feeling too good to stop and she couldn’t help it. Those emerald eyes closed as she panted faster and focused on getting herself off, loving all the events of evening so far.
	“M… Miss Cheerilee?” came a voice that brought her focus from everything.
	The mare’s eyes shot open, leaning forward some in a panic as she attempted to cover herself. The beating of her heart was incredibly fast. Did somepony walk in on her? The scare coupled with her current arousal nearly made her slip over the edge as it was but it wasn’t enough. She was almost there too!
	“Are you okay?” came the voice again. It was Scootaloo, propping herself up on her elbows and not even trying to cover her indecency.
	“O-oh, yes,” Cheerilee answered, breathing a sigh of relief while she felt her heart nearly climbing out of her throat. “I just… I was just needing to feel good too.”
	“Oh,” the filly replied and bit her bottom lip. “Um, can I… help?”
	The offer was so spontaneous that Cheerilee didn’t know how to respond at first. Her arm covered her unbuttoned blouse haphazardly while her other hand stayed between her now closed legs. The question swirled around in her mind, bouncing off morals, logic, and outright lust. One glance to the still closed door was all the assurance she needed.
	“Of course~” she finally said and slowly leaned back in her chair once again. “I can guide you through it if you like.”
	Scootaloo nodded and sat up before hopping off the desk and idly rubbing her sensitive folds. The light shiver was visible and made Cheerilee smirk at the reaction. Instead of covering herself back with her panties, the filly left it all alone thinking it was best to touch down there later when things weren’t going to make her jump so easily.
	“Just kneel right down there for me,” the horny teacher advised and nodded to the floor between her and the desk.
	Looking around, Scoots got herself down and even moved back underneath the desk some. The sight brought a new idea to Cheerilee’s mind of possibly talking her into getting under there during class to enjoy in secret. Oh, how absolutely raunchy!
	“Now, don’t bite and use your lips. Kiss and lick~” the saucy teacher instructed as she parted her legs wide for the pegasus below.
	Scootaloo’s cheek reddened in a blush at the presenting mare in front of her while she listened. Her heart was beating quick but not nearly as rapid as just moments ago. She tried her best to recall exactly what had happened to her up on the desk. The only thing she could think of was to attempt to recreate what she felt and follow the instructions carefully.
	Cheerilee’s excitement was picking up pace once again despite the brief scare. Her anticipation was working up faster the closer she saw that pegasus’ head leaning in, pulling the strap of her bra off one shoulder. There was no denying the heated air in the room signifying the lust of two ponies.
	It wasn’t until the filly pressed her smaller muzzle to the satin groin of the teacher did Cheerilee feel those spikes of intimacy rise so suddenly. Her hips tried to stay still as she felt the soft press into her lap, tugging her bra down on one side to let a breast bounce free.
	“Y-yes,” she said in her breathy voice, groping at her own chest and smiling. Her teeth bit onto her bottom lip as she watched and waited for more.
	Scootaloo took only a moment to test things, unable to fathom how lewd she was for doing such things. Those young lips pressed to the warmth of those panties, easing up and down, closing around the love nub and kissing it gingerly. Oh, that set Cheerilee off well. Those thicker legs raised a bit as she moaned openly and allowed the filly to orally pleasure her.
	While the pegasus may have seen fireworks or magical explosions, Cheerilee was witnessing the same thing despite not hitting her climax just yet. Her body was reacting overwhelmingly positively to the stimulation as she let Scoots massage her lips around that clit and keep her enclosed in the satin covering her most intimate of areas.
	That little tongue soon pressed lovingly against the small raise above that camel-toe, making the magenta pony gasp and begin rolling a couple fingers around her exposed nipple. There was nothing before that came anywhere close to the intense sensations coursing through her body. While one hand was busy enjoying her chest the other was having a hard time finding something to do until it eventually pet over the filly’s head between her legs.
	Those fingers were gentle as she ran them through the purple mane of her little lover, enjoying the lust bubbling inside like a nearly overflowing pot. Her legs shook once in a while as the filly lapped and kissed and suckled at the mare’s lap for the first time ever. Cheerilee was loving it all, rubbing an ear on the pegasus or the back of her heard to encourage her on.
	“That’s it,” she said, panting heavily and smiling. “You’re doing… so good~”
	It was a voice laden in lust. Nothing could truer from her mouth as she admitted the arousal from dear little Scootaloo. What would the princesses think? She didn’t care. She was lost in the moment and couldn’t be bothered to think beyond what was going on right then and there to her.
	“Getting c-close~” Cheerilee uttered, her legs wanting badly to return the gesture to Scootaloo and wrap around the head between.
	Scoots’ position was perfect to see how well she was doing. Her eyes shifting from the satin in her face to Cheerilee’s emotions washing over her above. The act did make the pegasus feel rather good about herself to know she was making her crush feel as good they made her feel just a bit ago. Instead of asking what she meant though, the little pony continued to use her mouth and tongue over the panties and dampen the crotch of her teacher’s underwear from so much use.
	There was slight taste and smell to it all as well. She couldn’t place it but Scootaloo knew it was something not to be distinguished in public. After all, what they were doing would embarrass her to no end if a pony walked in. It was a light scent that drew her in to stay at the pony’s lap and continue doing such a good job.
	“H-hold on!” Cheerilee called out. Her hands both moved to her hips as she hooked her thumbs into the satin then pulled down, peeling her panties from her mature body and letting the fabric ease off her lap.
	As she stripped, Scootaloo watched with a blushing face and wings fully on end. She was seeing her teacher’s very own privates! The scene was alluring in a way, though obviously naughty. The filly smiled as she saw the panties slip down those legs and one hoof step out of them.
	“Okay, Scootaloo~” her teacher said, parting her thighs once again as those light purple undergarments dangled around a hoof.
	A nod was the only thing returned before the filly almost dove back in but hesitated slightly. Her eyes gazed on the uncovered mound, clit peeking out and begging for attention without the restriction over it. Unable to think of much else to do, she leaned in and drew a deep breath before letting it out. Oh, how that turned the mare on!
	The warm breath was such a tease to her revealed loins. Cheerilee gasped sharply and tilted her head back for a moment. It was only a breath but it made her shiver oh so much. The filly between her legs must have noticed the reaction and blew gently, this time on purpose.
	It sent outright sparks through her body. The sudden air making contact with her naked lap, especially her needy clit, had her shudder a moan. Her body was going to convulse if she wasn’t careful. The next few flows of that filly breath to her lap had Cheerilee panting like crazy, gripping her chair and letting her breasts bounce freely in the rise and fall of her chest.
	Then came the best part. Those lips pressed to the budding clit and made the mature pony call out loudly. It was the direct contact that was setting her off so good. Just pure, unprotected touching. No clothes or anything.
	With such a swift response, Scootaloo doubled her efforts and massaged her lips around the tiny bit. The taste was something she had never experienced before though she didn’t hate it by any means. That tongue swirled against the end of it before she released her lips and traced all around that small button which had her teacher stiffen quickly.
	“Y-yes! Yes, Scootaloo!” Cheerilee encouraged eagerly and almost too loudly. “Do it! Make me cum!”
	Not exactly understanding what the phrase meant, the pegasus still knew to continue. Her warm, wet tongue pressed and rolled all over the exposed genital. Every bit was licked and lapped while nothing was left untouched. It was giving her a sense of pride to know how well she was doing so she only wanted to keep going.
	Her smaller hands rose and placed on those magenta thighs while she ate out her teacher right there. Cheerilee’s legs were shaking like crazy, her body on the brink of her much needed climax. There was simply one goal on both of their minds even one of them didn’t quite know it fully. That tongue was doing wonders the mare’s fingers simply couldn’t replicate by any standards.
	It was too much. Everything was getting the mare too hot and bothered while that pleasure was driving her wild. Her peak hit faster than she anticipated as her back arched and those legs locked behind the filly before her. Her hands instinctively held to the back of Scootaloo’s head to keep her there as she began riding out her orgasm.
	The moan was loud. Far louder than she meant it to be but she couldn’t be bothered to care. Every second was just bliss. Cheerilee nearly ground her crotch into the filly’s muzzle, rubbing her clit and those folds all over the muzzle and snout that freely offered up services to please her.
	“AAH! O-ohh! I’m cumming!” Cheerilee announced. “I’m cumming, I’m cumming!”
	Whether or not it needed repeated it just felt so good to say it. Her body shook and rocked in her chair as she pressed her mature lap to the pegasus. Nothing felt better. Every part of her felt like it was prickling in ecstasy. The roller coaster of pleasure and tsunami of sensations were at an all time high for the longest time.
	Cheerilee’s mind was in a constant daze as she eventually collapsed back into her chair once she rode out every last bit of her orgasm. The drop of her legs signaled to Scootaloo that she had done the deed properly and finally managed to pull away when she felt the hands leave the back of her head. The smear of some feminine juices coated the filly’s muzzle and snout a little from how much she was pressed into the mature lap, leaving her smelling plenty of her teacher upon her.
	A lick to her lips gave the pegasus a raised brow. Not sure what was really in some of her coat, she could certainly smell her teacher within it. It was almost calming to know it was her. The little pony touched to her nose and rubbed the substance between her fingers and studied it for moment until the mare stirred once again.
	“Oh~ Oh goodness,” Cheerilee breathed out, smiling wide and running her fingers through her mane before noticing the small, damp mess she made on the filly. “Oh! I’m so sorry!”
	Leaning to the side, she opened a drawer on her desk and pulled out a set of wipes before taking one and cupping Scootaloo’s chin gently. There was that motherly nature again that the filly knew and loved. The two spent a quiet moment together as Cheerilee cleaned her arousal from the adorable muzzle of her very special friend. It wasn’t much but it was noticeable.
	“There we go~” the teacher said in a near sing-song voice. “Terribly sorry for getting a little too into it there. Are you okay, dear?”
	“Mhm,” Scootaloo said, nodding and smiling. Her ears flicked as she watched the mare toss the used wipes into a nearby bin before asking, “What did you mean you were ‘coming?’ I thought you were right here.”
	The question made Cheerilee chuckle and cover her mouth with a few fingers. It was something the pegasus didn’t understand but it seemed harmless enough since she knew she could ask her teacher anything now.
	“It’s just a figure of speech in way. It mostly means that you made me feel very good,” the earth pony explained while fanning herself some, still undressed partly. “Just don’t go around saying that to other ponies, okay?”
	“Yeah! I remember!” Scootaloo said and stood up. “Nothing leaves the room, right?”
	Cheerilee’s brow raised in surprise before she nodded and stood up as well. Quite the learner, even if the athletic pony didn’t pay too much attention at times.
	“That’s right,” the mare agreed and looked down at them both. “We should get dressed before somepony sees us like this.”
	Scootaloo giggled and nodded, walking over to her shorts and bending over for them. The sight of that cute plot in those black panties nearly got Cheerilee’s loins stirred up again. Instead, she allowed the filly step into her bottoms before shuffling and tugging them up her legs. There was a brief period where she had to shimmy the crotch of her underwear back in place but eventually she was all sorted.
	“Good girl~” Cheerilee said, stepping out of her panties from the one leg they were hanging by and leaning over to pick them up. “I really enjoyed that, Scootaloo.”
	“Yeah?” replied the filly, patting herself down some and turning to face her teacher. “Me too!”
	“Mm, good,” said the mature pony as she stepped closer and gently pat down the purple mane on her intimate friend and student. “Here. Something to remember our time by~”
	Scootaloo looked curiously over the mare until her wrist was taken gently before open palm was covered by her teacher’s. The simple act made her blush lightly until the hand was moved away to show the pair of panties that were previously on the magenta pony’s body.
	“Sshh~” Cheerilee teased, holding a finger up to her lips and winking playfully. Her other hand lifted the front of her skirt as she flashed her student before letting it drop again.
	The two had a silent giggle between each other until Scootaloo went to slip the smooth undergarment into her bag. Meanwhile, Cheerilee buttoned up her blouse and righted her bra as best she could while taking some calming breaths. She knew it was risky and that she had plans for more fun in the future, but she couldn’t help it now. Essentially, she had silently embraced her perverted nature and she was extremely happy about it.
	“See you next week?” Scootaloo asked, hoisting her bag up and slinging one strap over her shoulder.
	“Of course. The school year isn’t out yet,” Cheerilee said and smiled. “Also, thank you~”
	“What for?” the pegasus asked, standing still at the door as she watched her lovely teacher walk over.
	“For everything~” Cheerilee whispered into one of those adorable ears before leaning down some and planting a soft kiss onto her student’s nose. “Take care over the weekend for me.”
	“I-I will!” Scootaloo replied and lightly touched where she received the kiss, feeling her face heat up a bit. “Thank you!”
	With that, the mare leaned over and opened the door for the filly. The two waved and said their goodbyes before they parted ways. Scootaloo had quite the skip in her step for sure. Cheerilee watched and leaned her shoulder to the doorway, crossing her arms beneath her bosom and smiling serenely.
	Nopony would know what had transpired that evening other than them. None would be the wiser unless they had hidden well upon overhearing the moans and all earlier. It was surely something else and Cheerilee was already thinking of how to get more thrills in her life. Quick masturbation sessions before class? Trying to beat the students to coming?
	A coy smile managed to creep across her muzzle as she thought of so many risky ideas and secret exhibition enjoyments. Many ideas ran through her mind as she gave a nod and wave to a passerby across the schoolyard. Too bad they looked away to mind their own business right after. There was quite the breeze that came by to give a friendly hello up her skirt right then~