Cheerilee, the teacher everyone loved in Ponyville, the best teacher in town who could be counted on and was always a joy to be around...Was losing this status quo she had. With the emergence of Twilight’s new school, many of her students have come to find her way of teaching boring and just not fun anymore. 

No matter how she did it, how she changed things up, nothing worked to entice the children.

Until she got an idea that shook her soul on how dangerous it actually was. She would obtain the Alicorn amulet and hide it on her neck with a flower patterned scarf. She had hoped it would imbue her with the power of unicorns and allow her to use magic. Since she had no ill will or need to conquer, she felt the corrupting effects would have no effect on her. But she was very wrong indeed.

Although she was able to make things more fun in secret, she started to be overcome with a feeling she hadn’t counted on. Seeing all her students, those adorable little students, she started to want to savor their taste, their smell, their bodies. She wanted them, or at least one, for her own to play with. She found herself masturbating many a night at the thought of molesting just one of them.

Indeed, she had been overcome with corruption in a way even she didn’t expect. She began fondling the students in secret with her magic. She’d fondle Snail’s balls until his slow brain finally noticed and he let out a moan. Sometimes, she’d use her magic to give a squeeze to Applebloom’s cute little crotchtits, making her give the cutest yelp as she looked around, blushing, trying to figure out what touched her. 

But she needed one of these foals for her own. One that would accept her and let her do anything she wanted to them. But her mind was far more twisted than anyone ever could have realized. She knew the foals were very ignorant to the ways of sex, yet knew they were very capable of it as well. She had to teach one to be capable of pleasing her. And she knew which one it’d be.

She had given Button Mash detention for a rather weak reason. He had been looking at Sweetie Belle constantly in class, enough that she felt she could place a detention on him for being “Too Distracted”. But she also had hit a big bonus with this. His mother had come to contest the detention, feeling it was too silly. But Cheerilee had explained to her that his lack of attention was causing his grades to fall, and then she asked if there was anything that would have caused him to be paying more attention to the filly rather than his work.

His mother explained that he had been acting a little off since he read the latest Power Ponies comic. It had a villain that used tickle torture to make his enemies submit. It seemed, after he had read it, he suddenly started to tickle Sweetie Belle more often on her visits. Primarily, whenever she beat him at a game. He’d tickle her to get her to admit he was better.

He developed a cute little fetish, that’s for sure, What’s more, he wasn’t the type to take losing so well, she could work with that. And so, as Cheerilee awaited for Button Mash to arrive, she looked unto a sheet she had laid on the ground. Under it was a lump that was screaming a muffled scream as it tried to escape. She was going to use what was under it to get Button Mash to be her little sextoy. The classroom, she felt, was the perfect setting. Lonely, familiar, and secluded enough for her to have her fun without a chance of being interrupted. The blinds to the windows were closed, and the desks, with their heart shaped holes punched onto the back of the chairs, sat nicely set in rows as usual. Books in their shelves, and the wall to hang the saddlebags empty due to the lack of a schoolday. The place of learning was hollow, and no foal would willingly come to it if they didn’t have to, it was just too perfect. The scent of chalk was almost like an erotic smell to her, used to help her little ones learn her lessons. Perhaps, in the future, she’d be able to use it to teach them grand new things.

And then, the door to the class opened...

“Miss Cheerilee, I’m here...” Button Mash said as he entered the lonely classroom.  Of course, he wasn’t happy to be here when he could be playing his video games. He gave his hooves a stretch as he looked ahead to see his teacher at her desk. 

“Hello, Button Mash, have a seat...I’m going to be teaching you a new lesson today.” Cheerilee said as she gazed at him with ever hungry eyes.

“Awww, c’mon...Do I even have to be here? I said I was sorry.” Button Mash said as he took a seat. He then heard a sound, and began to look around. “What’s that muffly noise?”

“Don’t worry about it for now.” Cheerilee came from behind her desk, and approached him slowly, fluttering her eyes at him. “Button Mash, how do you feel about girls?”

“Their ok...I guess.  Sweetie Belle is pretty cool. We’re not together or anything, but she’s pretty fun to be around.” He answers, unassuming of her advances.

“That’s good...And how about…” Cheerilee gently places her hoof on his chin, and raises his head so she could meet her eyes with his “Mares...Like me. Have you ever thought about doing things with mares? Hmmm?”

Button Mash finally showed his first signs of accidental arousal as he blushed. He was stunned for a moment as he got lost in Cheerilee’s beautiful and oddly red glowing eyes. But he then quickly turned away as he felt a little weirded out. “Uhhh, Miss Cheerilee? Why are you acting weird?”

Cheerilee let out a cute little giggle, in which she then noticed his ear twitch just a tad. Was it more than a tickle fetish? Did he have a thing for laughter? Interesting… “I just want to teach a lesson in sex, that’s all. Have you ever heard of that?”

He shook his head “No, is it cool?”

“Oh, very cool…” Cheerilee leaned her head towards his ear, gave it a gentle blow, and giggled once again “You’ll like it a lot, promise…”

Button was now blushing a deep red. He tapped his forelegs on the table as he started to look away, embarrassed. He was feeling a tingling feeling on his penis. He had felt it a few times with his more recent hanging outs with Sweetie Belle, but nothing this strong. “E-ermm..I dunno...I’m starting to feel weirNGH!”

Cheerilee began to craftily use her magic to give his dick a squeeze, to coax it out of it’s cute little sheath just a tad more without it being obvious. “What’s wrong, Button...Don’t you like this?”

Button had fallen back on his chair. When he looked up, Cheerilee was standing over him, looking at him like he was going to be some kind of delicious dinner. “M-Miss Cheerilee?”

But she said nothing more. She leaned her head in and gave Button Mash a deep longing kiss. His ears folded down as he embraces her kiss, lost in a haze of lust even he didn’t understand. But when he realized he was kissing his teacher, he backed off, nervous and scared.

Miss Cheerilee looked at him with a dreamy look, approached his stunned form, and knocked off his little cap so she could gently massage his head with her hoof. “Don’t worry, Button. We’ll get you used to it soon enough. But first, it’s time for you to get some real practice!” Cheerilee looks back at her desk, and slides it to the side with her magic, revealing the source of the muffled sounds. 

“What’s with the sheet?” Button Mash asked, curious and spooked, wanting to get out at this point, but compelled to find out what she had in store. He hadn’t even realized that he was now at full mast, he didn’t understand what it meant, that only it had happened to him a few times before.

Cheerilee said nothing as she used her magic to pull the sheet away. Revealing a crying Sweetie Belle, gagged and tied spread eagle across the floor. She was struggling with all her might to try to get out, but it was to no avail. Even worse, when she realized who her captor was, and who she had with her, she began to scream out to Button for help the best she could.

“S-Sweetie Belle?! Miss Cheerilee! W-why?! What’s up with this?!” Button Mash said, stepping back in surprise at what he saw.

“She’s the practice doll for sex, Button. What? You don’t like what you see?” Cheerilee asked as she stepped behind him, pushing him closer to the bound filly with her snout. “Look at her, all pretty much wrapped up for you and ready to go”

“W-what are you talking about?!” Button said, horrified...And yet, he felt something odd within himself too. Like, as if, he kind of liked Sweetie like this.

“You’ll see...Unless, you feel this is a bad thing and I should let her go. I mean, I could…” Cheerilee slowly brought a hoof to Sweetie Belle’s soft foal belly. Her coat was soft and smooth to the touch, with just the right amount of plump to further her adorableness. She found it incredibly adorable as well, when Sweetie winced from her delicate touch. “Or maybe we can explore this...Thing you like to do to Sweetie whenever you lose…” She began to gently rub her hoof up and down along Sweetie’s belly. At first, Sweetie squeaked as she began to struggle further to escape the touch, but as Cheerilee went a little faster, Sweetie started to let out a few forced muffled giggles out of her gag.

“A-are you tickling her? Erm, I...Aren’t you not supposed to touch ponies like that?” Button said as he continued to stare, blushing harder from Cheerilee’s demonstration. His ears were twitching whenever he caught the bonafide beautiful sound of Sweetie’s little titters.

“Do you think it’s wrong? It’s just you,me, and her. And listen to her…” Cheerilee stops the soft belly tickling and moves down to her hoof. She holds the hoof still with her own forelegs as she started to give soft long licks along the frog of Sweetie’s right hind leg, causing her muffled laughter to hit new heights as she bucked and struggled in her bonds. “Doesn’t she sound cute? Doesn’t she sound happy? You like that sound, don’t you?”

Cheerilee could tell that he did. For every cute giggle that was forced out of Sweetie, Button became more entranced by it. So much so that his cockhead finally let out a tiny bit of precum. He was already ripe for the picking.

“M-Miss C-Cheerilee...Are you sure she’s liking this?” Button asked. Half of him wanted to escape, to save her. But the way she was giggling, it was like a hypnotic song. He had never heard something make him feel good down there before, not like this. 

Cheerilee stopped to look at Button. Sweetie’s giggling slowly turned into tired sobbing, tears running down her eyes as she continued to try to beg for Button to save her. She was obviously surprised as to why he hadn’t done anything yet. And she herself was starting to feel an odd heat within herself, and she didn’t like it one bit.

“Button Mash...Why don’t you sit on your tushy and look down.” Cheerilee asked him.

“What? Hu-WOAH!” Button looked down to see his cock looking back at him, slightly wiggling about whenever he tensed it “That’s my willy! Why is it so big?”

“Because it’s happy, because it’s ready to feel good. In fact, here’s a new lesson for you. I want you to put it between your hooves, and gently rub it up and down.” Cheerilee says as she approaches him, Sweetie just looking at the two in tears, confused and bewildered at what she was seeing.

“I dunno…” Button gulped, feeling guilty that he hadn’t done anything for Sweetie yet. 

Cheerilee sat on her belly in front of him, looking at his cock at first before giving him a sultry gaze.  “Just try it...I promise you’ll feel so so good.”

Button gulped again, and found himself lost in Cheerilee’s eyes. “O-ok…” He looked down, and slowly brought his hooves along his dick and gave it a quick and gentle rub. He immediately let go when he felt a sharp hit of pleasure. “A-Ahh! T-that felt..That..Felt…”

“Good? I know...Why don’t you give it a better rub?” Cheerilee said, trying to further his corruption further.

Button looked back down, and reluctantly brought his hooves down upon his penis once again. He began to slowly stroke this time, his breath becoming heavy and hot as pleasure began to slowly fill his little body. But Cheerilee also noticed something about this, he wasn’t aroused as he possibly could be. She wanted him to reach a powerful climax, and this clearly wasn’t enough for him. But she had an idea on how to coax it out of him.

Button stopped once again as he grew a little fearful, and yet excited over this new feeling that washed over him. “T-that felt, kinda good. But it feels wrong...I don’t think I should be doing this…”

“Are you sure?” But first, she had to get him to admit he really likes it. She leans her head down and opens her mouth to let his cute colt cock into her mouth. At a mere three inches, a nice size for a colt his age, she was able to easily envelop it with her tongue, and massage it with gentle movements. 

Button fell back, moaning and twitching, his eyes rolling back from the pleasure. “M-Miss Cheerilee, ngh, haaaa!” He groaned out between heavy gasps. Cheerilee looked up at his cute, moaning, face as he leaned back to allow her more access. He didn’t even realize what was going on anymore. And yet, Cheerilee knew she could take this further.

She finally released Button’s cock from her mouth as she looked at the pleasure shocked foal. “You’re so cute, Button. But I think you’re going to need some practice before you’re ready for release. Besides, there’s a little filly back there who could use your attention. You do want to feel even better than this, don’t you? Because there’s something I can teach you that can make you feel even better than how you feel now.”

Button slowly looked up at her with sex glazed eyes. “E-even better? But that felt so good already! I felt a really weird but really good feeling build up in my...erm...peepee place”

Cheerilee tittered at those words as she stood up and approached Sweetie Belle. “I know, but you’re not ready yet until you’ve properly played with our little filly friend here. She looks so scared, doesn’t she?”

Sweetie was indeed scared. She was nearly hyperventilating as she realized Button was practically wrapped around Cheerilee’s hoof at this point. She tried struggling again to escape, but it really was no use. Whatever Cheerilee used for rope, it was pretty strong.

“S-she does...Erm...W-what do you think we should do...To make her not so scared? W-will she feel good too? If we touch her? I mean…”  And that’s when Button really noticed something that made his dick turn to diamond. He noticed Sweetie’s soft puffyrimmed pussy, and her cute undeveloped breasts on her crotch. He didn’t know why, but he really liked looking at these. “Erm..She doesn’t have a willy like me...So I dunno…”

“Oh, we can make her feel so good. Trust me, but we’re not there yet. First, we need to get you primed for her. And for that, we need to cheer her up. Why don’t you give her a nice belly rub, hmm?” Cheerilee said, feeling more anticipation as the time neared for her to make her true move on him.

“O-Ok” Button Mash slowly brought his little hoof down on her soft belly. She was crying and shaking her head, trying to tell him to stop. But he was so entranced as he began to wiggle his hoof along her belly that he didn’t notice. Across her stomach, up along her sides, pokes right at the center, all of it was causing Sweetie to twitch, wiggle,struggle, and giggle behind her gag. “Is she….laughing?”

“Oh, you want to know, hrm? Why is that?” Cheerilee asked “Do you like it when she laughs?”

“S-sorta...C-can we remove the gag?” Button asked, deep red in the face, he was finally fully embracing it. And there was nothing Sweetie could do about it. She was his toy, as he was Cheerilee’s.

“Ok...Just remember to keep tickling” Cheerilee said as she used her magic to remove Sweetie’s gag, and the moment she did...

“HAHAHAHA!BTUTHAHAHANHAHANOOOOOOAHAHA!STHAHAHAP! BUTTONHAHAHA!” Sweetie screamed in tearful, beautiful, uncontrolled laughter. She was bobbing her head left and right, a forced smile on her face as she struggled to get away.

But Button wouldn’t stop, he continued rubbing and tickling her belly as he unconsciously absorbed her beautiful laughter. Her smiling face, her struggling, her bubbly laughter. In truth, whenever he tried to get her to admit he was better, she’d always managed to swat him away. And yet now? She could do nothing but take it, laughing against her will from his gentle touches. He loved it, even as her laughter began to hurt her sides, he just couldn’t stop.

“BUTTONAHAHAHAPLEASEHAHAHA! STHAHAHAP! ITHURTHAHAHAH!” Sweetie screamed within her laughter.

“That’s right, Button. Stop for a moment, we have to let her rest. Besides, the next lesson is about to begin.” Cheerilee said, licking her lips at Sweetie Belle’s form. She had began to sweat from all the giggling, making her coat have a shiny sheen along it. It made her look...very fuckable, even more than ever before. Even her now frazzled mane, with it’s purple and pink hair now long and droopy, made her look hotter and sweeter.

It took a moment for Button to actually stop. When he did, Sweetie’s wild laughter began to slow to heavy gasping, doing her best to catch her breath. “B-button…” She said in tears, weeping and whining “W-why? I-I thought you were my friend…”

“I am...It’s just..” Button began to rub the back of his head, feeling nervous. “But this feels so good...and Miss Cheerilee says you’ll feel really good too!”

“DON’T YOU REALIZE WHAT SHE’S DNGGGHHH” Suddenly, within her angry screaming, she suddenly felt an electric tickling on her right nipple. She immediately went from rage to cute bubbly laughter once again. “AHAHANOOOOOHAHAHA!STHAHAHAP! THATAHAHATICKLESHAHAHA!”

“Sweetie Belle, don’t be rude, you know I don’t allow screaming in my class. Time for you to receive a little more cootchie coos. Or maybe that’s what you wanted, maybe that’s why you’re laughing so much. You’re so cute” Cheerilee taunted with a giggle, as she looked back at Button “Now then, the next step. Button, do you notice Sweetie Belle’s cute little tits on her crotch?”

“E-ermmm..” His ears were ringing once again, Sweetie’s wild and helpless laughter making him feel those unexplainable good feelings along his penis “Y-yeah...Erm, Miss Cheerilee. I dunno what it is, but am I supposed to feel weird when I look at them like that?”

“Oh yes, it’s what makes you attracted to who you’re looking at. Just like when I look at your little peepee, it makes me feel really nice too.” Cheerilee said, saying those last words with a lustful vigor to further bring him to her side.

Button was taken aback, surprised by the words of his teacher as he now ignored Sweetie’s ticklish plight. “My peepee...Makes you feel nice when you look at it?” His penis twitched just from him thinking about it. Looking at Cheerilee now, she looked a lot more attractive than before.

“Mhmmm, but again, that’s for later. For now, you need to learn to properly please a lady, So again, look at her nipples.” Cheerilee instructs him, slowing her tickling on Sweetie Belle to prevent her passing out. Her crazy hysterics coming down to bubbly laughter. Sweetie whined at Button to stop, but her words were not very clear, and every time she managed to compose herself, Cheerilee would ramp up the tickling for a moment more to get her to stop.

“O-ok, now what?” Button asked.

“Now lick them, suck them, nibble them. Trust me, you’ll love it. And so will she.” Cheerilee says.

“B-but..that seems gross.” Button says. His heart was telling him it was wrong, but it didn’t really seem as bad as he was making it out to be.

“Just try it...You’ll like it. I bet she’s ticklish there too...Here…” Cheerilee stopped magically tickling Sweetie’s tiny tits. “Try it yourself…”

Sweetie Belle was taking deep breaths once again, looking to Button with crying eyes, there was even some snot coming out of her nose, and drool from her muzzle. She was tired, hurting, and wanting for it to end. The tickle torture was too much for her. “Button...No...stop! I don’t like it! It’s wrong!”

“Wrong? Why? I feel so great, Sweetie Belle! And I feel like what I’m about to do is going to make you feel good too!” He said, growing confidence within he own words.

“NO! IT’S WRONG! WE’RE NOT SUPPOSED TO BE DOING THIS! STOP BEING SO DUMB, OK!” Sweetie screamed at him in pathetic, whiny, fearful anger. She just wanted it all to stop.

“No, you’re dumb!” Button let out, in an anger surprising even Cheerilee “I was scared too! But I’ve been feeling so good since I got here! And Miss Cheerilee touching me like that made me feel super good too! I’m going to do that for you, Sweetie Belle! Why can’t you see that this is great for the both of us?”

“BECAUSE IT’S WRONG!” Sweetie Belle yelled.

To Button, this was a pathetic rebuttal. He thought she’d have a better reason, but now he realized that she just didn’t understand. Or maybe, she didn’t want to admit it. “Fine then, I’m just going to tickle you until you admit that you like it!”

“W-what?! N-no...please…” Sweetie said, her ears drooping down from fear and nervousness. “I-I can’t take any more.”

“Yes you can! Tickling makes you laugh, remember? And Pinkie said it’s always good to laugh!” Button says as he prepares to tickle and caress Sweetie’s little breasts.

“He’s right, Sweetie Belle. They also say laughter is the best medicine” Cheerilee said teasingly.

“SHUT UP! YOU STUPHAHAHAHEHEHNOOOOOOHAHAHNOTHAHAHAHGAINHAHAHA!” Sweetie Belle entered a whole new nightmarish swirl of laughter as Button began his assault.

Button lowered his head and began to lap, nurse, and gently tug at her left nipple with his mouth as he tickled her right breast with his hoof, circling and pressing along the soft mound to extract Sweetie’s tortured laughter. She was cuter like this, Button thought. She looked so cute when she smiled, when she giggled. Her voice was so soft, like a gentle bell. And when she laughed? It was like a pleasurable feeling washed over him whenever he heard it. Now? He was able to force it out of her, like a comic book villain. Every peal of laughter fueling his desire to desecrate her adorably pure body. All she could do was laugh against her will as he defiled her.

And her near flat breasts? He couldn’t get enough of that as well. Every moment he licked them, sucked them, played with them, it made him drunk with unfamiliar lust. And as he played with her, he began to hear a new sound in between her laughter. She was suddenly moaning every few moments between his ministrations. And the longer he played with her, the more moans he was granted.

“NGHHAAHAHAHABUTTONNNNGGHHHH, HAAAAAAHAHAHAAAHHH! I’M STARTING TONNNGHHHHAHAHA! FEEL….HAHA! WEIRD! HAHAHA! AHHH!” Sweetie screamed in between her giggly moans. 

Button stopped in surprise, he had never thought tickling could cause something like that before. He looked to Cheerilee for guidance “Miss Cheerilee, what was that? Why was she moaning like that?”

Cheerilee simply looked upon the tired Sweetie. She was quietly moaning in pain from her sides nearly splitting from laughter, she could barely talk. But Cheerilee also noticed her heavy red face. She brought her eyes down to where Sweetie’s pussy was. It was winking, shining from her liquid filly sex juice. Sweetie had become aroused, even if she herself didn’t realize it. How could she realize it when she was paralyzed with so much laughter?

“She was starting to feel good, just as I said. Look down at her peepee place…” Cheerilee said, pointing to Sweetie’s pussy.

Button looked down at her pussy, and noticed it winking at him, her clit big and clearly visible, as if it was inviting him for something. Sweetie screamed out a weak “NOOO!” as she did her best to close her legs. But being tied the way she was, she just couldn’t manage it. It was so humiliating to her to be seen like this.

Button was lost now, he just looked back to Cheerilee, lust in his eyes, and said “It’s winking at me...Is that good?”

Cheerilee nods as she grins at him, lying on her back and spreading her hind legs to reveal her own pulsing mare pussy. It was much wetter than Sweetie Belle’s, and desperately desired attention. “What do you think? You see that? It means the filly...Or mare...Is very attracted to you.”

Button gulped in surprise, and began to approach Cheerilee as he caught her flowery scent. He didn’t know why, but he wanted to lick her pussy really bad. “C-can I taste it? I know it kinda seems gross, but I really want to taste it!”

“That’s natural, Button, and the next lesson as well. Go ahead, lick me, make me feel oh so good. Do what you want, think of it as good practice for what’s to come.” Cheerilee was prepared. She knew he’d instinctually try to fuck her at some point. But his cock was too small for her….Good thing there was a filly that could help him with that.

Button approached Cheerilee’s pussy, and gave it a gentle lick. Surprisingly, it did tickle Cheerilee enough to make her give a soft and mature giggle. “So good…” He thought, and immediately began to nurse, and then tongue her pussy with inexperience. Poking at her clit and lapping up at her inner walls. Cheerilee couldn’t help but let out a few giggles from time to time, his little tongue really was that tickly. 

But it was nothing compared to the crazy hysterics Sweetie Belle was having right now. Cheerilee had once again used her magic to tickle her. But this time, she was having magical feathers slowly stroke, poke, and rub along the outer edges of her pussy, with one particular feather giving little tiny strokes on her clit. Sweetie was going crazy from the mixed feelings she was receiving. It tickled greatly due to her being young,sensitive, and undeveloped. But despite her not wanting it, her body also positively reacted to it as small surges of pleasure shot through her one after another, causing her to moan through her laughter once again. Cheerilee did this for two reasons. One, to entice Button further. And two, to keep Sweetie nice and wet for his cock when he realized he’d be too small for her.

And indeed, both were working. As Sweetie laughed and became ever wetter on her sex. Button was ramping up his tongue massage on Cheerilee’s pussy, sliding his softness along her soft inner walls to get more of a taste of that delicious teacher juice. Cheerilee’s moans started to become stronger, with soft gasps, as Button became more enthused “Oh Button! Mnnngh, you’re so cute, so good. You make me feel sooooo nice. You really deserve an ‘A’, you’re doing, annngh, great…”

Button plunged, wiggled, and lapped at Cheerilee’s pussy, absorbing her juices like his favorite drink. He then, unknowingly, began to raise his head as he finally tried to mount her. He felt an uncontrollable desire in his horse cock to rub it inside her nice pink pussy walls. But when he got it in, he realized it was loose, and unfulfilling. “N-ngh...M-Miss Cheerilee! WAIT! ERM!” Button blushed heavily when he realized what he tried to do, and jumped down, looking at her apologetically. “I’m sorry, I didn’t mean to do that.”

Cheerilee had somewhat lost herself from his tonguing. She had never felt pleasure being given to her by something so soft and small, it had even made her lose focus on keeping the tickling up on Sweetie Belle. “B-Button…” She gasped “I-it’s alright, t-that’s the final test…”

“What? It is?” He looked so confused “So, I’m supposed to put my pee pee in there? I mean...I really want too...But, it’s like I’m not big enough or something.”

Cheerilee slowly sat up, still panting, and gave a gentle pat to Button’s head as she kissed his cheek. “You’ll grow into it, Button...Even if it has to be by magic. For now, you can practice on your little filly friend there. She’s wet down there too, see?” Cheerilee pointed to the weakened Sweetie Belle, who had barely any energy to even speak anymore. And yet, despite that, her adorably small filly pussy was in fact wet and willing. Winking ever more for Button’s cock.

“Button...no...please…” Sweetie whimpered a weak whine. She couldn’t do it anymore. She never realized tickling could do this to any pony. It was pure torture, but even worse, it made her feel weird and oddly good feelings in her body, even before her nipples were touched. Her sister once told her mares like to receive attention on their body, it makes them feel nice. But the tickling made her hypersensitive, it sped up the process, and made her scared and frightened as to what’s to come. 

“She looks so tired though. Plus, she doesn’t seem like she can laugh either. I mean, also..How could I tickle her anyway? I need my legs to position myself while I...Ern...Make her feel as good as you did.”

“Oh, I can take care of that, just watch this.” Cheerilee used her magic to open her desk, and hovered over a small blue canister with a face mask. “I’ll just give her something I borrowed from Pinkie Pie.”

“What is it?” Button looked at it curiously.

“You’ll see…” Cheerilee said with a dark snicker. She slowly brought it over to Sweetie’s face, actually taking pleasure at the filly’s attempt to duck and avoid it. Finally, she got it over Sweetie’s face and turned the nozzle, making the mask hiss and fill with a sweet smelling gas.

“Is...Is that going to hurt her?” Button asked, fearful as to what was happening.

“No, quite the opposite actually. Just watch.” Cheerilee said, watching Sweetie Belle struggle and cry as she refrains from breathing.

Sweetie holds her breath the best she could, her face going from white, to red, to green, to blue, and then finally, she had to take a breath. At first she was crying, thinking she was going to die. And then, she found the thought of death rather amusing, and let out a titter. Suddenly, she felt frantic as her chest,belly, and mind felt all ticklish. Everything around her was seeming kind of funny, making her give continual titters. “Noo hehe! W-what’s haha! Wrong...with….mehehehehaha!” She was finding it hard to compose herself as her tittering turned to giggling, and her giggling turning to cute bubbly laughter. A laughter that sounded even purer sounding than being tickled.

“Laughing gas? Wow, that’s like, a classic villain thing” Button asked, entranced by Sweetie’s constant bubbly laughter. She looked so cute now, as if she was laughing all her own. Even as she protested, all she could really do is giggle as if she was having the time of her life.

“Mhmm, I used to read comics too, y’know? Anyway, just look at her, she’s just the cutest little thing now, laughing like that. Now she’s happy to receive your blessing. So go ahead, give it your all.” Cheerilee says as she removes the mask and lays back down, ready to please herself. She had to admit, seeing Sweetie Belle struggle to keep her composure, along with her cute bubbly laughter, really did make for an adorable song to masturbate to. She even noticed that behind that smile, Sweetie was crying. How humiliating it must be to laugh through your own rape. How...Intoxicating.

And so, Button mounted the giggling crying filly. And unlike with Cheerilee, Sweetie Belle proved to be a tight fit. He didn’t know why, it should have been gross to him, but he loved the feeling. He felt more pleasure with every pump he gave her. And as he looked at her helpless and squirming form, all he could think was  “How could you not like this? This feels amazing!  Oh my gosh, Sweetie Belle! You look so cute! Your smile makes me feel so good! Y-you’re laughing because you love it! It’s not the gas! You love it! You love me! Oh yeah! It tickles, doesn’t it? I’m the evil ‘Tickle Master’! And I can tickle you any way I want! Even from the inside!” 

He groaned, moaned, and pumped into her. Moving faster and harder as blasts of pleasure flooded his mind, her laughter further sending said pleasure to new heights. Everytime the pleasure ramped up, Button grasped her tighter, even sinking his face onto her belly fur and licking, causing her laughter to go up a few octaves. And even then, through her laughter, she lost control over the contraction of her own tight pussy, causing it to wildly and randomly squeeze his cock tighter every so often, causing further yelps of pleasure for the both of them..  

Button soon began to feel a strange build up. And while he started to speed up to get to whatever wonderful feeling was shooting through him faster, Sweetie began to finally moan within her laughs. She too could feel something building, and there was nothing she could do to stop it. She couldn’t even cry about it, all she could do was giggle, her tears of mirth hiding her true pain. 

“Mnnghh~ Sweetie! I feel like! I’m gonna, ngh…” He was reaching it, he was reaching his climax pretty soon. And at this point, Sweetie’s mind was gone. She had finally given in to the pleasure she was receiving as her laughter became near crazed, and her groans hiding the giggly words she tried to speak. “Button” and “Keep going, make me feel good, make me laugh all the more” was what she was now trying to say through her guffaws. What could she do? The only way to mitigate the humiliation, the pain, the forced laughter...Was to focus on all that delicious pleasure. 

“Sweetie! Oh, Sweetie! SWEETIE! NGHHAAAA!” And finally, Button released his colt cum inside Sweetie Belle, not even caring what it was or what it could mean. All he knew was that his body felt the best it ever was as it was blasted by the best pleasure he ever felt. Even as he slid out, strands of his cum hanging at the end of his dick and onto Sweetie’s pussy, he felt it twitch and tingle as he laid down, and rested his head on Sweetie’s belly. He felt so good, and so tired, this really was the best detention ever.

Sweetie had released an orgasm of screaming laughter of her own, her body shaking with pleasure as she felt Button’s seed enter her. Her mind fully broken, accepting the forced pleasure she received as good, and her tickle tortured body as deserved. Even the gas’s effect began to dissipate with her orgasm as she giggled herself to sleep, her pussy still drenched and twitching, her mind wanting her to be used again and again just to feel so good.

And Cheerilee? She laid there, consumed by her own orgasm, and controlled by her lust. She now had a loyal colt and a broken filly to play with. She could use the power of the amulet to make Button big enough to please her. And she had grown quite fond of this laughing fetish...She wondered if Button would be jealous if she brought in a few more ticklish fillies to break.