> Flutters of Fancy III: Apple Butter
>  by WishyWish
> --------------------------------------------------------------------------

> 1 - What You Don't Do to Me
> --------------------------------------------------------------------------

The ceiling was blue. A light cyan; the color of an afternoon sky. Of that Fluttershy knew there could be no doubt.

With the morning sun slicing into the room between the slats of a window blind the light was very low indeed, but Fluttershy had seen this room many times. Thus she was quite familiar with the color, such that she could fill in the blanks with her own memories down to the faded patches of white in the ceiling that reminded her of fluffy clouds. These mingled with the fathomless blue sky, and bereft of a light fixture or ceiling fan to break it all up presented an expanse so vast, she thought she might fall straight up into it and be swallowed, provided she didn’t beat her wings and follow her pegasus desire to go willingly first, of course.

Beyond the blinds was a world of sunny change. Summer, a distinguished but venerable lady, was in the process of pulling her cloak tight around her hearty frame and stepping daintily away to another part of the world, leaving the stage to the young and vigorous child called Autumn. Lady Summer’s temperatures were giving their encore performance, but they too would soon bow to the roaring crowd of birds and bees and take their leave; encouraging their audience to file towards the exits as well. In their wake a new dance would begin, as evidenced by the rapid thickening of the colorful, crunchy carpeting that had been rolled out under every tree.

It was a beautiful view. Fluttershy would liked to have seen it, but the blinds were simply too far away, and she had one very good reason not to want to leave the room’s spartan bed.

Beside her, stark naked save for a thin sheet that only covered her to the waist, was the muscular form of the room’s owner and Fluttershy’s educator-turned-lover, Professor Applejack. Lying on her side and facing away from the lithe pegasus, Applejack’s midsection was rising and falling with the measured rhythm of sleep. Her blonde tresses, free from their usual tight queue, were pooled about her; draped about her collarbone, neck, and freckled shoulders as a reminder of her femininity. She smelled like mare and stallion at the same time, with a slight hint of musky earth and freshly-picked apples. Fluttershy had searched Applejack’s bathroom several times, but could find no evidence that her professor made use of apple-scented shampoo or bath soaps. How she maintained that scent was anybody’s guess, but the odor was an intoxicating elixir that never failed to coil about Fluttershy’s senses and draw her in, like her migratory ancestors as they flew south into an orange sunset for the winter.

Fluttershy ran her hand along the contours of her professor’s side, tracing her down to the soft cotton that covered her hip. She pressed close, mooshing her own naked daffodil bosom into the hard plain of her professor’s back.

“Miss Applejack…” Fluttershy cooed. “...it’s morning…”

Applejack snorted. Her muzzle was too close to her pillow, and the act forced cotton into her nostrils until she choked herself awake.

“...hrnk..!”

The professor coughed and rolled immediately onto her back, ignorant of the sharp yelp from the little pegasus she nearly crushed in the process. “Dernit, I knew that!” Applejack insisted, her emerald eyes snapping open. “I was up half an hour ago! I’m always up with the sun!”

Fluttershy, thrown back into her own spot on the bed, propped herself up with one arm and giggled. “You weren’t today.”

Applejack blinked several times, her eyes working to bring the world into focus. When the two copies of her student that were looking down on her finally congealed into one, she raised her lip in wry response. “Sure I was. You can take the cowfilly off the farm, but you can’t take the farm out of the cowfilly.” She tapped her temple. “This here’s the best dern alarm clock there ever was, and that’s a fact.”

“But you’re still lying here,” Fluttershy observed.

Applejack glanced around herself, as if confirming her student’s words. “I was...comfy. I didn’t wanna get up just yet is all.”

Fluttershy tilted her head purposefully, well aware of how much her professor enjoyed the waterfall of pink locks when it fell over her shoulder. “You must have a really good pillow then.”

Applejack grinned. Her student was as naked as she, and Fluttershy’s nubile young curves were given a silver lining by the window light behind her. Her sheet had slipped down to mid-thigh, allowing her teacher a captivating view of her nuzzled together thighs, tiny navel, and the jiggle of her chest that came with every small movement the pegasus made. Without question or warning, Applejack reached out and took one of Fluttershy’s breasts in her hand, kneading it just to enjoy the firmness.

“I got the best pillows in the house,” the professor commented. “Awful hard to get up and leave ‘em.”

Fluttershy made no move to stop her teacher, nor did she blush. She was quite used to random groping from her elder, and pushed out her chest a bit to encourage the exploration. “Oh, they like you, too~”

“I can see that, an’ they’re mine” Applejack observed as she reached out with her other hand and covered the other breast, “-this one ‘n this one.”

“Mmhm,” Fluttershy agreed as she watched the hands knead her. She sighed deliciously and arched her neck, smiling at the ceiling. “You fell asleep on top of me again, by the way.”

Applejack wrinkled her muzzle. Removing her hands from their squishy home, she too propped herself up with one hand and scratched the back of her neck sheepishly with the other. “Oh, uh...heh. Sorry about that. Did I squish ya?”

Fluttershy daintily shook her head, the merriment in her grin apparent. “Yes, but you know I like it when you do that. I like the...weight. You know. Pinning me.”

Applejack glanced down at the sheets. “Wait, the last thing I remember was us havin’...uh...did I fall asleep with my…in your…?”

“Mmhmm~” Fluttershy sang.

Instinctively Applejack grabbed blindly for her hat, knocked it off the nightstand behind her to the floor, and with no other recourse, attempted to hide her face in one open palm. “Eh heh, uh...sorry Butterfly, I guess I was tired an’ all…”

Fluttershy touched two fingers to her lips and enjoyed a giggle at her teacher’s expense. “You had a very busy day. I just laid there until you rolled over and slipped out on your own.”

“Well I’m sorry if I--”

Fluttershy cut off the third apology by touching those same to fingers to Applejack’s lips this time. “You know I don’t mind. I like watching you sleep, and, well…” she giggled again, “...you’re kind of adorable when you’re nuzzling my boobs and murmuring about the oversized teddy bear you used to sleep with.”

Applejack went cross-eyed staring at Fluttershy’s fingers and pulled her head back to speak. “H-how’d you know about that? I ain’t slept with Daisy since I was your age!” She swallowed, “I mean...not at your age, I...well I was younger, sure I was, and…”

Fluttershy’s chest bounced with her singsong laughter. She sat up properly with her back against the headboard, allowing the sheet to slip down to her fetlocks as she wrapped her arms around her knees and hugged them to her chest. “I know how you feel about honesty Miss Applejack, but you’re a really bad liar. You talk about old things in your sleep, but don’t worry-” she made a zipping motion over her mouth, “-my lips are sealed.”

Applejack, thoroughly defeated, rolled her eyes and flopped back down on her back, tucking her arms behind her head. “Yeah, yeah, well they better be. Never hear the end of that from the students if it got out, I bet.” Her head lolled in her student’s direction. “Gotta say though Butterfly, you sure got bold lately. The first time I took your flower away in this bed I could feel you shivershakin’, and here you’re talking about how much you love just bein’ under me while I’m plumb tuckered out, feelin’ my stallion parts still inside you.”

It was Fluttershy’s turn to blush, and she let it show to the room without shame. She rested her chin on her knees, allowing her professor a nice side-view of her curled up body and the pink mane draped over it. “We’ve been doing this since springtime, and it’s something I always wanted,” she explained. “So...well I guess I just don’t feel as nervous around you as I usually feel around most people. I’m not all that shy at home either, when it’s just my parents and my brother around. I’m just too used to them being there.”

Applejack quirked a brow. “Speakin’ of that, what’d you tell them this time?”

“Just that I was going on a fall harvesting retreat with the gardening club overnight,” Fluttershy replied smartly.

“The gardening club doesn’t have retreats,” Applejack pointed out. “And you ain’t even in the gardening club in the first place.”

Fluttershy rolled her cheek onto her knees and feasted her eyes on her teacher’s nudity. “Yes, but they don’t know any of that.”

Applejack frowned. “Fluttershy, you know I don’t like lyin’.”

“I-I know but-” the pegasus hesitated, “I can’t just…”

“Lyin’s a slippery slope,” Applejack chastised. “You tell one, then you tell another one to cover for the first one, and before you know it, you done buried yourself.”

Fluttershy averted her eyes. “...you want me to just come right out and tell my parents that we’re in love, and that we’ve been, umm...you know?”

Applejack sighed and returned to staring at the ceiling. “Can’t lie to ‘em forever. It ain’t right, and they’re gonna find out eventually anyway.”

“My parents are very understanding people who just want me to be happy, and I think they would eventually understand, especially if it’s with somebody like you. But I don’t want to...hurt your career. It’s not going to look very good if everybody finds out you’re having sex with one of your students, even if I am a legal adult.”

“Don’t you worry your pretty little head about that,” Applejack replied. “That’s my problem to deal with. I made my bed an’ sooner or later, I’m gonna have to lie in it.”

“But I don’t want you to have to lie in it!” Fluttershy puffed up. “Miss Applejack, I...I...I love you. I really do. I want to come and live with you after I graduate, and I don’t want your life to get screwed up because of me.”

Applejack’s brow tightened. She met her student’s eyes with the sternness of an educator. “Butterfly, you’re not gonna be the cause of--”

“--but what if I am--!”

Applejack sat up like a shot and buried the pegasus in her emerald stare. “Hush. I ain’t that much older than you, Fluttershy. Not to where it’s gonna matter ten years from now. But you listen here when I say that I don’t plan to hide all this forever. You took my loneliness away, and I got feelings for you now. If I had it to do over again I’d still bring you back here on that rainy night in spring, and I’d make you mine-” she patted the mattress, “-right here on this bed. Just the same as before. An’ I don’t wanna hide that from the world forever.”

Fluttershy shrank, her brows peaking in the middle of her forehead and her ears flattening. “Just...please wait until I graduate? I promise I’ll tell them then. I’ll tell anybody you want me to tell.”

Applejack felt her resolve cracking in the lovely, pleading turquoise eyes of her student. “...I won’t lie right to their faces.”

“Y-you won’t have to!” Fluttershy insisted. “Nobody suspects anything, and I’m a senior - I’ll graduate soon! J-just don’t say anything until then...please…?”

Applejack plopped back against the headboard, rocking her student slightly with the impact. “I already agreed to that. It’s against my better judgement, but...I’ll do it for you, Butterfly.”

Fluttershy threw her arms around Applejack and nuzzled into her modest bosom, grinning happily. “Thank you Miss Applejack, I promise I will.”

Applejack idly stroked her student’s hair. “Gonna have to stop callin’ me that soon, you know.”

Fluttershy signed and closed her eyes. “No I don’t. It can be a pet name. You have one for me. It’s only fair.”

With one ear, the pegasus caught the sound of her professor reaching for a glass of water on the nightstand and helping herself to it. The other ear focused on Applejack’s heartbeat. Fluttershy quickly lost herself in it, and it wasn’t long before her consciousness began to slip again.

Applejack looked down. “Don’t get too comfy. It might be a late day today, but you still got class, and so do I.”

Fluttershy’s fingers slipped along her own body until she was tracing one of her nipples. “I know, but...it’s so hard to leave sometimes. I just love listening to your heartbeat.”

“An’ watchin’ me sleep apparently, heh.”

“I can’t help it. I...notice little things so much more now.”

“That potion from the chem lab mess was the better part of a year ago, Fluttershy,” Applejack replied. “It’s gotta be out of your system by now.”

“It is,” Fluttershy confirmed. “I don’t know how to explain it, but I feel like it’s still there anyway though. I learned so much about myself when that stuff was floating around inside me, it’s like my mind opened up to so many new possibilities. But now that I have you...I feel like I can keep them all alive.”

Applejack’s hand came down on Fluttershy’s head, where she idly played with her student’s sleep-mussed mane. “I’m glad to hear that Butterfly. I wanna know that all we did ain’t just because some chemicals got your dander up.”

Fluttershy pulled away and looked up at her teacher. “Miss Applejack...is that what you think?”

Backed into a verbal corner, Applejack backpeddled. “What? No, no, of course not. Not now, anyway.”

The bemused student tilted her head as she scrutinized her professor, and in a curious reversal of roles, Applejack seemed to turn in on herself, unable to match her eyes to her young charge.

“We’ve been together for months now…” Fluttershy mused aloud. “Maybe I’m still too young to know everything I want out of life, but I know I want this.”

Applejack still didn’t look her student’s way. “...so it ain’t just the sex?”

Fluttershy’s smile vanished, and though it shielded nothing, she held one fist protectively between her breasts. “M-Miss Applejack! H-how can you say--”

“I know, I know,” Applejack cut in, waving one hand as though attempting to bat out her own words like a fire. “...I know you don’t feel like that. An’ here I’m askin’ anyway. Geez.” She let out a deep sigh and glanced towards the window. Nothing further was said, until the empathetic student could remain silent no longer.

“Is everything okay, Miss Applejack?”

Applejack continued to stare past the pegasus, her eye focused on a few vermillion leaves that were visible between the window blinds. “It ain’t nothin’ to do with you, Butterfly. It’s just...well how do I make this plain…”

Her hooves went to work, and eventually Applejack had kicked the sheet entirely off herself. She nodded towards her waist. “See that there?”

Fluttershy, inspected Applejack’s flaccid girth without comprehension. “I...think so? You mean your penis?”

“Yeah. You remember a couple months ago, that first night we were together, when I was tellin’ you how it feels to have one of those and be in a locker room full of naked mares who are takin’ showers and not minding you being there?”

“Uh-huh,” Fluttershy nodded. “Come to think of it though...that didn’t get you any, well...looks?”

Applejack reached down and ran a finger across her soft length. “Nope, on account of the fact that I never let on. I never once was totally naked at school. Learned how to keep myself smellin’ reasonable any way I could without takin’ a shower or coverin’ myself in all that strawberry-lavender-vanilla garbage. But that ain’t what I’m getting at.”

In testament to the comfort she had built with her teacher in the past few months, Fluttershy reached out and casually stroked Applejack’s girth on her own. “You...like it being touched, even when you’re not using it, right?”

“Mmhm,” Applejack replied. “And that’s kinda where I’m goin’ with this. See, I know I ain’t normal--” she held up her hand instantly, “--and before you go tryin’ to make me feel better, that ain’t my point either. But because I ain’t normal, I’ve been to doctors before who’ve had theories.”

Fluttershy was getting lost. “...and?”

“And,” Applejack continued, “turns out I’m a girl. All my chromosomes say so. I ain’t no hybrid or hermaphrodite, except that I got this here thing anyway. They told me that because of that fact - that I got a mare’s brain but stallion parts - I should expect some trouble.”

Fluttershy continued her casual petting, her eyes not even on the prize anymore. “I’m listening.”

“Turns out I ain’t the only one out there like this, but because my brain wasn’t designed to have that toy down there, the way it sends signals to me, is, well...strange. Not the same as the way your pussy sends them to your brain, or the way an actual stallion’s parts send them to his. It would be the same for a stallion born with what you got down there. It all works just the way nature intended it to, but...you get urges, and they’re...well...kinda more intense than they are for people who are wired in the head for what they got on their body.”

“Is that...bad?”

“It can be,” Applejack admitted, averting her eyes again. “Especially when you spend all day around cute young things you can’t have, after you’ve been told that you’re gonna have as much trouble controlling your erections as a fourteen-year-old colt does for the rest of your life.”

Fluttershy pondered. Her eye wandered back to the orange girth lightly held in her grasp. It was twitching gently, even under such slight manipulation. “Like...like me,” she finally concluded. “When I was under the influence of the love potion, I felt like I was just learning about my body all over again. Arousal kept taking me by surprise, and I’d get really wet and bothered just from a little daydreaming in class. I was doing things like giggling too much around other students, because my brain kept thinking there could be sex...even when they were strangers and there was no way that was ever going to happen. Part of me was trying to attract them anyway...even the other mares.”

Applejack folded her arms. “It’s like bein’ drugged, yeah. So I guess maybe I have a tiny complex about wondering if it’s you who’s doing the talkin’, or whatever might be bubbling in your brain.” The words were harsh, and she sought instantly to soften them. “I mean...you in particular because I love you.”

“I never thought about it like that,” Fluttershy admitted. The penis in her grasp was starting to rise up, and she slipped her hand around it the rest of the way, favoring it with gentle pumps. “I really enjoyed it. The potion I mean. It made me feel more...in touch with myself. More confident, bold, artistic...if it hadn’t been for you coming into my life Miss Applejack, I probably would have looked around on the Internet by now to find out how to make more on my own.” She smiled reassuringly. “But you do that for me now. I don’t need anything else.”

A warm smile burnt the edges of Applejack’s harvest-orange lips. She reached out to touch her student, casually cupping her cheek and running her fingers down to trace Fluttershy’s collarbone, breasts, and on to the yielding softness of her stomach. The pegasus giggled and bent her head slightly towards Applejack’s groin, pausing only to hook her hair around one ear; but the professor stopped her.

“Now now,” Applejack chided. “Much as I love your lips sweetie, we still got school today. An’ you gotta go home tonight. You’re gonna run out of excuses.”

Fluttershy’s pouty eyes were fixated on the spire in her grasp. “...just a taste?”

Applejack wriggled her hips, fighting the urge to lift them and pump at the air. “...d-dernit Butterfly, all I just told you, and here you’re makin’ me wanna...mmh…” forgetting the moment, she bit her lip and stared off into space, her voice going distant. “...back you up against that wall over there an’ just...like you ain’t never felt it…”

Fluttershy crept along the bed on all-fours until she was between her professor’s legs. She dipped closer, enough to allow her hair to brush against the orange foreskin below. “...let’s take a sick day.”

“Y-you ain’t sick,” Applejack shuddered. “Ain’t gonna lie.”

“Mental health day, then,” Fluttershy cooed. She pumped again, and the penis in her grasp jumped.

“...ram you up against that wall and just…” Applejack rambled as she snorted out a breath. “...mmh...you got no idea, the things I conjure up in my head…”

Fluttershy glanced at the wall. “You did that to me once. It’s okay to do it again.”

“No.”

Fluttershy tilted her head and smiled playfully. “Aww, come on. We can do it quickly-”

“No, Butterfly.”

“It’ll only take a minute,” Fluttershy whispered sensually, caressing her own breast just to show it off. “...it would be just what we need to start our--”

“I said no!”

The force of the word alone was enough to make Fluttershy flinch. She emptied her hands and came up immediately on her knees, her back rigid and her eyes wide. “...wh-what’s the matter?”

“I told you we gotta get to class,” Applejack rumbled. “Go run through the shower if you’re gonna, so I can.”

Fluttershy folded her arms and didn’t move. “We usually take showers together.”

“Not today. Go on.”

“...n...no,” Fluttershy muttered decisively. “Not until you tell me what’s wrong.”

“Dernit Butterfly, I swear.” Applejack scooted to the edge of the bed nearest the door and threw her legs over it, her back to her student. “You may be all shy in public, but once you get to knowin’ somebody you can be as stubborn as, well...me.”

“I’m not getting dressed until you talk to me.”

“Yer gonna have a hard time bein’ all naked at school today.”

Fluttershy blushed, cringing at the very thought, but held her ground. “I-if that’s what it takes, then...then fine. Something’s upsetting you and I want to know what it is. Being...uh...n-naked in front of the whole school would be a...er...s-small price to pay.”

Applejack knew her student wasn’t serious, but the declaration alone was enough. The professor sighed, her deepest yet of the morning, and slumped her broad shoulders.

“I get...ideas, Fluttershy. I told you before what I’m dealin’ with in my head. If I’d have pushed you up against that wall right now, it wouldn’t have been like the last time. This time I would’a hurt you.”

“You never hurt me,” Fluttershy said softly. “Not any more than I want you to, that is. I...like it when you hurt me.”

“Not like that,” Applejack corrected. She sat in silence for several seconds, and without looking behind her at her partner, finally spoke again.

“Fluttershy, when I was your age, back in school, I...well it’s still hard to control, but back then it was downright impossible. Stallions running around discoverin’ themselves and wanting to get into panties, mares marchin’ around me all the time in their skivvies, or gym shorts, or some other cute little number...I know everybody goes through hormones and all that growin’ up, but this was different. One time, I...well I…”

“You...what?”

“Y’all know Miss Cheerilee, dont’cha?”

Fluttershy blinked. “Miss Cheerilee? Sure, I have her for fourth period history this year. She was my homeroom and study hall teacher last year but they moved her up a grade. What about her?”

“Didja know she used to go to our school too?”

“Uh...no?”

“She did,” Applejack confirmed. “Same year as me. We were friends even. She had her mind on bein’ an educator long before I did, but when that desire rose in me too, she helped me nurture it. We even said we were gonna teach at the same school someday. And we did.”

Fluttershy considered the wine-colored junior professor in her mind. She knew very little about Cheerilee, not even realizing that she was as wet behind the ears as Applejack until now. “Oh, well...isn’t that good?”

“I did somethin’ to her, Butterfly,” Applejack admitted with a bow of her head. She retrieved her Stetson from the floor and took to wringing the brim in her hands. “There was this party. I wish I could blame it on the alcohol, but I didn’t have any, and the reason I didn’t have any was her. I knew she was gonna drink, and I wanted to make sure she got home safe. See, she doesn’t show it around school of course, but she likes her drinks, and she gets, well...a little carried away. I kept some hands off’a her, distracted people with conversations; even walked her home. But...but then…” she hesitated, “...I was just gonna leave her there in her bed, but she smelled so gosh darn mare-fantastic, all young and bloomin’ like me. See, I’m pretty strong, so...well...I climbed on top of her and told myself that it was okay because she was grinnin’ and bein’ all silly but…”

“She...didn’t want it?”

Applejack’s ears flattened. “I...don’t know, honestly. She seemed like she was enjoyin’ it so I indulged myself as much as I wanted. I mean she never out-and-out said no or told me to stop...an’ I was rough. I was so pent up. I wanted her, and I wanted it to be hard.”

Fluttershy was acutely aware that she was being told about one of her teachers potentially violating another. She coughed lightly and chose her words. “What did she have to say about it afterwards?”

“I...well I don’t rightly know that either,” Applejack replied somberly. “That was just before graduation. She and I wanted to be the same thing, but we were on tracks for different schools on account of the fact that I didn’t wanna live too far away from my kin back then. Everybody was under crunch-time stress so...I just let it slip under the rug.”

“You didn’t even talk to her again after that?”

“Not until we met again at the same school, as professors this time.”

“Did you ask her about it then?”

Applejack shrugged. “Naw. It was too long ago, and it was too awkward. She was cordial, but she didn’t say anything about it, and we hadn’t spoken at all since high school. I figured college just helped her to move on from that bad experience.”

“Then...you don’t actually know that it was a bad experience for her, do you.”

Applejack gave Fluttershy’s reflection in a mirror a rueful look in lieu of looking right at her. “I appreciate you tryin’ to go all guidance counselor on me Butterfly, but it had to have been. She never spoke to me again after that, at least not any more than she had to.”

“But you never spoke to her again either,” Fluttershy pointed out. “Maybe she did enjoy it, just the way I enjoy it when you...do things to me. If...if you had stopped talking to me after that first night we were together and just waited for me to say something, I would have worried that I upset you somehow. And I might not have spoken to you either.”

“What I did though...it ain’t the same thing that I do with you.” Applejack rose to her hooves and glanced at the clock. “Now come on. I told you what you wanted to hear, so it’s time to get going.”

“Why isn’t it the same thing?”

“Butterfly, I--”

“Why?”

Applejack spun on her heels and stared at her student on the bed. “Dernit Fluttershy, let it go already! Where do you get off talkin’ to a teacher like that anyway? It ain’t like you’re my--”

Fluttershy was kneeling in the center of the bed. Stark naked, her back was straight, her eyes were droll, and her arms were crossed just under her chest. Her expression was that of stone. “It’s not like I’m your lover, is what you’re going to say, Miss Applejack. But I am your lover...aren’t I?”

Applejack hesitated. “...course you are.”

“Then why can’t you do to me what you did to her?”

Applejack began talking with her hands - a nervous habit Fluttershy was familiar with. “It’s because, because...well you’re...you’re such a sweet thing, Fluttershy. You’re...delicate. I don’t wanna hurt you. And I don’t want it to end up like it did with Cheerilee.”

Fluttershy’s brow was tightened in a way Applejack was not used to seeing. The pegasus felt an indignant streak rising in her, but she crawled over to her lover and took one orange hand in both of hers, offering instead a gentle smile. “It won’t end up that way. I love you, Miss Applejack.”

“Even if you say that,” Applejack replied, “I still don’t wanna hurt you. You dunno what I had in my head that night, Fluttershy.”

“It’s the same thing you had in your head this morning, isn’t it?”

“...yeah.”

“So you still think about it, whatever it is. Doing it I mean.”

“...yep.”

Fluttershy opened Applejack’s palm and draped her hand over her face, nuzzling at it. “I...don’t like that. I know how busy and lonely and stressed you always are, Miss Applejack. I also know it’s gotten better since we got together, but it’s obviously not enough. I want you to let out all your stress, like I do when I’m with you. I want you to feel like you can do anything your heart desires with me.”

Applejack tugged at her hand. She could have easily broken her student’s hold, but her heart wasn’t in it. “I’m fine, Fluttershy. I love you too, and I’m happier than I’ve been in a long time with you in my life. That’s enough for me.”

Fluttershy let the hand drop. She wilted, her eyes falling to the floor. “...you don’t trust me.”

“What?”

Fluttershy’s head dipped forward; her hair spilled about her shoulders, covering most of her body. “You don’t trust me. Or you think I’m just a child who doesn’t know what I want. And maybe I am...maybe I don’t know everything that I want out of life yet, but I wanted you long before that chemistry lab accident. I believe that you love me, but it can only go so far as long as you won’t trust me to know what I want.”

Applejack felt her teeth gritting. Finished with the game, she wrapped her hand around Fluttershy’s chin and easily forced her student to look up. Emerald gaze met turquoise with the steely resolve of a proper educator, and Fluttershy winced.

“Now you listen here. I love you. And yeah, I do think you don’t know everything you want outta life yet, because you’re still in high school. But I don’t think you’re ‘just a child’. I said it before that you ain’t all that much younger’n me to begin with. You better believe I wanted to take you on that first day we were together, but as much as it was pickin’ at me to do it, I wouldn’t have if I didn’t trust you. If you still don’t believe that, then I dunno what I’m supposed to do to get it through your head.”

“...take me,” Fluttershy whispered by way of response, “...that’s what you can do. Take me the way you want to do it. Not the way you think will be easiest on me, or the way you think I want it done.”

“You realize what you’re sayin’?” Applejack looked stern. “If you sign yourself over to me Fluttershy, I ain’t gonna hold back. And I ain’t gonna take the blame for it later. It’s because I do respect you as an adult that I won’t let you forget whatever happens is because you insisted.”

Fluttershy swallowed. Somewhere inside her social hangups began to bubble up, but she wouldn’t allow herself to stop. Not when she knew the lover she had so long pined for wasn’t completely satisfied. She closed her eyes, took a deep breath, and opened them again with a new conviction.

“I want you to do exactly what you want to do to me. And I know that it’s me asking you to do it.”

For a time, the lovers stared silently into one another’s eyes. It was not a look of blind affection; rather, each was attempting to probe the other’s resolve through the proverbial windows to their soul. Applejack took her hand away. She stepped over to the closet and began to fish around, until curious shuffling noises of metal on metal rose from her toil. In a moment she returned, and tossed upon the bed a leather-padded steel contraption that somewhat resembled iron panties with a vent at the front. Fluttershy’s eyes widened, but not from lack of recognition.

“You have...a chastity belt?”

“No,” Applejack replied. “You have one. This is how it’s gonna go down, Butterfly. We’re gonna go to class today. Tonight you’re goin’ home to be with your family, and while you’re there, you’re gonna think about all this. You’re gonna go home the day after too, so we can be apart for a bit and I can make sure your head’s clear. The day after that is Friday. If you ain’t one-hundred percent sure about this, just do the same thing you always do and I’ll understand. But if this is what you really want, I expect you to be wearin’ this on friday, under your skirt. I don’t wanna see no panties, and I don’t wanna see no bra straps under that uniform top of yours. And it’s gonna be entirely up to you to show me that you got this on, which you’re gonna do in class.”

“I-in class…?” Fluttershy swallowed. “B-but I have phys ed on friday, too…”

“Not my problem,” Applejack said sharply. “I’m still gonna love you as much as ever if you don’t do this, and don’t you forget that. But if you do, just remember one word - applebutter.”

Fluttershy tasted the phrase on her lips, pushing it together so it could be a single word. “...why that word?”

“Because that’s gonna be the safe word. Once you show me, in class, that you got this on, you just go on about your day and wait. But don’t you forget that word, because unless you say it, I ain’t gonna listen to any other complaints you got. You understand me?”

Fluttershy placed a hand on her collarbone and stared down at the belt that would lock her release away. “...yes.”

“No touchin’ yourself before you put this on in the morning, and I ain’t givin’ you the key, so once you have it on, that’s that. Keep your top buttons undone all day, too. The ones under your scarf.”

Fluttershy blushed. “...th-the stallions will look at me…”

“Trust me sweetie, they’re already doin’ that. It didn’t bother you when you were all mumbo-jumboed up by that potion, anyhow. They can’t touch what’s mine, but you’re gonna let ‘em look a bit.”

Fluttershy felt something tingling pleasantly deep inside her. “...y-yes Miss Applejack.”

“Smile, sweetie.”

Fluttershy did so, and gratefully nuzzled her professor’s hand with her cheek when it was offered.

“Good girl. That’s how I wanna see you smiling on Friday. Especially if you catch a stallion lookin’ at you. Get up.”

Fluttershy rose from the bed, and instantly Applejack slipped behind her, roughly cupped one breast, and gave the pegasus a stinging whap on the backside that caused a high-pitched yelp.

“Go get your shower and get dressed. No more talkin’.”

Fluttershy nodded and scampered out of the room, her arms bent up at the elbow in an stereotypical schoolgirl manner. Applejack headed towards the kitchen, a refreshing glass of apple juice carted in from her family’s farm on her mind.

In the shower, Fluttershy found it difficult to still her beating heart. To her, there was no decision to make.
> 2 - Dreamsicle Love
> --------------------------------------------------------------------------

Fluttershy resisted the urge to scratch herself.

As a product of a proper family, she had been taught from a young age to mind the timeless nuances of femininity. Posture and poise alone were complex rituals, involving the proper arrangement of her knees, her skirt, her hair, and her balance to ensure she cut a figure her mother would be proud of. Beyond that, there was her complexion to mind, the smoothness of her hooves, the sheen of her coat, and the correct preening of her feathers to ensure she did not stand out for the wrong reasons.

Thus, no matter how much the metal belt around her hips chafed, she could not scratch herself. The bite of the steel was blunted by soft leather, but the coating was too thin to make the chastity device comfortable for long periods of wear. Either it was a cheap variety, or this particular one was intended to be that way on purpose...as a punishment for those who would otherwise find wearing it to be enjoyable.

Fluttershy’s adventure after the chem-lab accident had left her less mindful of propriety, but with the drug now out of her system, she was all the more aware of the undone buttons beneath her scarf. The jiggle of her unbound breasts made her feel as though she was not wearing a top at all; she made a point to avoid chilly corridors as best she could, to keep from the resultant embarrassment she wouldn’t be able to hide.

Regardless, Fluttershy was drawing looks.

She was surprised to find that not every look came from a student (or even from a stallion), but she kept to her lover’s instructions and met each one with a cheery smile. This response only invited more looks, and though nobody was brave enough to take it past that in the middle of the school day, Fluttershy could tell that her smile was sending a message. It would be necessary, perhaps for the rest of the month, to excuse herself from probing conversations after class from potential suitors who assumed the ‘subtle’ cues must be meant for them alone.

A few members of the fairer gender had just the opposite reaction to Fluttershy’s display of coquettishness - looks of disgust from the more frigid young ladies, or derisive sneers from those who felt she was after their coltfriends. Again, she could do nothing but smile bashfully, with no vehicle by which to staunch the flow of blush to her cheeks.

Fluttershy might have avoided it all. It would have been a very normal day indeed, complete with the promise of a casual night with her paramour, if she had chosen not to click the chastity belt in place that morning. But to her, there had never been a decision to make. Now the device was not only secure about her hips, but she had no way to remove it on her own short of a blowtorch from shop class.

As per the orders of her professor, the young pegasus had made a point of flipping her skirt under her desk in Applejack’s English class whenever she thought the elder mare might be in a position to notice; it was a complex dance, and after the fifth attempt, Fluttershy began to suspect that her professor was looking away on purpose. Combating such a tease involved being the best little student she could, with her arm waving high in response to every posed question until Applejack had little recourse but to call on her. Fluttershy became so absorbed with this that she was caught without an answer to a given question, nor the realization that other eyes would also be on her when she was given leave to speak out loud.

Applejack grinned, but nothing more came of it.

Friday progressed, and as the sun passed its apex and started on its sojourn into the west, Fluttershy felt as though she was adjusting admirably to the demands put to her. The day would soon end, and though her nerves were frayed, she was pleased with the idea that her lover would be satisfied - if a taste of public voyeurism was really all Applejack had wanted. It was a mere matter of time before Fluttershy would again find herself in the safe, private embrace of the mare she loved, and the two could share racy banter about the excursion until her bonds were inevitably released. The very idea of what would come after, soft and sensual, made the young pegasus rub her fingertips over the warm metal that had taken up residence between her legs.

The last remaining class was physical education, and Fluttershy had every intention of faking a headache to keep herself away from the showers.

The only difference in the mare’s gym uniform between the fall and spring semesters was the length of the white shirt sleeves. The forest green ‘shorts’ remained only slightly more modest than swimsuit bottoms regardless of season, and much to her chagrin, Fluttershy found tucking her ironclad rump inside a pair to be an exercise in contortionism. Her only saving grace came in the irony of her own reluctance to make social waves - they had issued her a top that was too large, but she hadn’t seen fit to speak up and have it replaced. Thus, the baggy shirt not only concealed her nipples from the chill of class outdoors, but it rode over her bottoms to the point that nothing was visible beyond a splash of the school’s colors whenever she exerted herself. The loose garment did nothing for the discomfort that arose from physical activity without a bra, but it was a worthwhile price to pay.

Standing outside with her class in the middle of the school’s track, Fluttershy tried in vain to glance in every direction at once. No one was looking at her, and none seemed to be murmuring about her behavior for the day. Unlike her beloved professor, Fluttershy was not above a little white lie when it saved her a boatload of social stress - the stress of wearing a chastity belt in the gym showers being paramount in her mind. The time was right, and thus she touched her fingers to her forehead, wincing against nothing. As soon as the teacher explained their task for the day, she would make her complaint and fade into the background to sit out.

A hush denoting the presence of the instructor washed over the crowd, and Fluttershy fell into line to receive her orders. Never had the young pegasus felt her jaw hit the ground so hard.

There, beside the grizzled form of her usual instructor, was none other than Professor Applejack. It was not uncommon for other faculty members to observe the students as they went about their tasks in various classes, but neither was it unheard of for various professors to fill their coaching quotas by sitting in on physical education classes. Applejack was wearing her Stetson, had a whistle around her neck, and was clad in nothing less than a full tracksuit of green and white, with the school’s crest upon her back and one shoulder. Her intention was clear, and though she addressed the class cheerfully, Fluttershy could feel the deeper meaning behind every subtle glance her professor threw her way.

Fluttershy knew that look. Knew what it said.

(“You aren’t thinking of lying right to your teacher’s face to get out of class, are you Sugarcube?”)

Fluttershy swallowed against a sudden knot in her throat. Among the student body existed three cardinal rules: the first was to never tempt the ghost that supposedly lived in the most distant storage shed after dark. The second was entirely out of Fluttershy’s mind, because she could think of nothing but the third: never let Professor Applejack catch you in a lie.

In honor of their stand-in coach for the day, the students of Fluttershy’s class abandoned their usual routine in favor of rigorous calisthenics and a one-mile jog around the track. Each budding filly came away with exhaustion in her body, perspiration on her clothes, and a strong desire to bathe on her mind.

Fluttershy, who had spent as much of her effort working her body as she had trying not to let on that she was braless while jogging and doing jumping-jacks, was quite certain that even her feathers had somehow joined in the voices of complaint that her nerves were sending to her brain. She quickly lost sight of her professor, and failing to locate Applejack again at the end of class, slipped away to the farthest row of lockers where the modest lodgings for her personal accessories lived. Bathing was out of the question, and thus she was pleased to feel the familiar weight of the excessively fruity body spray that was stashed among her belongings for just such an emergency. She sat it aside, ran a brush through her hair, and waited patiently for the room to clear so she could dress without drawing attention either to her missing brassiere, or her metal panties.

When her perking ears could no longer detect the clack of hooves on the concrete floor, the lone pegasus stripped down to her chastity belt, took a deep breath, closed her eyes, and prepared to douse herself in a liberal coating of the strong, pungent odor that was better suited to fillies who still preferred plastic jewelry. The scent came in many flavors, all of which carried the stigma of a hasty alternative to bathing among the female students - but it was better than reeking of body odor. Fluttershy steeled herself against the dreamsicle-scented attack on her palate, but the assault never came.

“...huh?”

With her eyes still closed, the pegasus pressed the spray bottle’s nozzle over and over again, but there was no odor, no sense of moving air, and no give to the plastic. Frustrated, she continued to prime the cheaply-made pump until it finally gave way - exactly at the moment she opened her eyes to investigate.

“O-oh!!”

The words ‘caution: eye irritant’ had never held more meaning to the hapless student. Wracked by a fit of coughing, the mostly naked pegasus allowed the bottle to clatter to the floor and tried in vain to bring the world into focus. A hazy reflection in the mirror mounted to her locker door showed a web of red, irritated veins criss-crossing the sclera of her eyes like a super highway, and her sinuses burned with the scent of scorched orange-vanilla ice cream. She staggered towards a bench, put one hoof upon it to steady her balance, and began the fruitless task of rubbing her face with nothing but the coat-hairs of one arm. When a solid minute of this produced only marginal results, it dawned on her that a new plan would be necessary.

With her vision still clouded such that every lightsource shone in her eyes light crystal fragments, Fluttershy did her best to ensure the coast was clear. Satisfied, she sucked in her gut, tossed a white towel over her shoulder, and marched into the communal bathing area, the clack of her hooves changing pitch as she moved from concrete floor to tile.

The room was not unfamiliar to her. Brightly lit and with drains set into the floor, the showers sported a towel bar at the entrance and a number of stalls for students who preferred modesty. There were several dozen showerheads built straight into the walls as well, and it was to one of these Fluttershy staggered, batting at the pull chain until she managed to grab hold and apply a firm yank. Soothing water at a predetermined warmth cascaded down upon her, matting her hair and coat in seconds. Instantly she turned her face up to it, eyes closed; the water running in rivulets down her cheeks and her collarbone to the valley between her breasts.

“...ahhh…”

Fluttershy remained that way, immobile, until the last vestiges of foul body spray fled. It was only then that she found the wherewithal to glance at the entrance and confirm again that no one else was about. Were there any fear of interruption she would have fled into one of the stalls, but the sensation of murkiness was washing from her person, and the feeling of cleanliness was enjoyable indeed.

A quick shower after all. There could be no harm.

Wary of the tinkling sound her belt lock made in the fine acoustics, Fluttershy left the water on and crept on tip-hoof back to her locker to acquire her bathing products. She flipped her tail once in the manner of all ponies, who are taught from an early age to keep it moving to ward off pests, but the weighted stalk barely moved under the burden of soaking wetness. She resisted the pegasus urge to spread her wings and shake them free of moisture, and then scampered back into the refuge of the shower area; armed with shampoo, body wash in a cinnamon apple-scent her paramour enjoyed, and a pouf to apply it. Seconds after, her entire lithe form was dripping with irrigated rivers of bubbly suds, as she threw her head back to squeeze more of it out of her ample pink mane.

Fluttershy had nearly reached a Nirvana of cleanliness, until a thundering slam just beside her head shocked her eyes open.

Planted against the tile wall was a single orange hand, with five fingers spread like a cobra’s hood. Shocked stiff, Fluttershy found that she could not so much as turn to face the owner of the appendage, who could be nowhere else except right behind her. She swallowed hard; the breath that spilled about the back of her neck was hot enough that she could feel it even in the steamy shower room.

“P..p-professor...A-apple...jack?”

A response came without words. The other hand of Fluttershy’s voyeur snaked around the side of her head and clasped her chin, angling it up and away until she was forced to blink out the water sprinkling in her eyes. Something soft and wet began to tease the nape of her neck, drawing itself over her pulsing jugular whilst heedless of the suds there. The tongue had always been a very effective tool against the young pegasus, but though it felt good, her back remained stiff.

“...M-Miss Applejack, wh-what are you doing…?”

Applejack paused in her ministrations to draw her tongue up to Fluttershy’s ear and whisper into it.

“Takin’ what’s mine.”

Fluttershy felt a hand on her hip, and fingers toying with the lock on her chastity device. She bit back a whimper as teeth closed upon the thin flesh of her right ear, followed by a hard, possessive tug. Fluttershy didn’t have to wonder long as to the state of her professor’s dress, because a certain hardness began to quickly poke at the small of her back.

“Y...you’re naked…?”

Applejack chuckled. “It’s a shower, Butterfly.”

Fluttershy squirmed, the act facilitated by the soapy suds all over her body. “...b-but we’re in here together...y-you’re not a student…”

“As far as the school’s concerned I’m as much a girl as you are,” Applejack replied, both her hands retreating to fondle her student’s tummy and breasts. She thrust forward with her hips and sharply poked Fluttershy’s lower back again with the fleshy spear below. “There’s perks to bein’ me.”

Fluttershy had spent months becoming familiar with the intimacies of her lover. As a result she was seldom as introverted as her name around a naked and excited Applejack, but the playing field had changed. She sputtered, banishing water from her muzzle with a sharp shake.

“W-we...we’re at school…”

A hand closed on the back of Fluttershy’s head and pushed her face purposefully further into the flow of the water.

“It’s the end of the day.”

Fluttershy fought for words as the water invaded her mouth. “...pphhkk...s-sportttkkkhh...teamshhhk…”

“Gee,” Applejack whispered. “I guess I just forgot about that. Wonder if there’s a practice for a girl’s team today. Do you know?”

Fluttershy was unable to speak for the flow of the water. She shook her head miserably.

Applejack loosened her grip, and her student instinctively pulled her head out of the water to take a deep breath. Before she could exhale, Applejack closed that same powerful hand over her nose and mouth.

“Hold it,” the professor ordered.

Fluttershy stood perfectly still, her arms at her sides, and held her breath. The hand moved back to her head, and slowly she was pushed again into the water, her face angled towards it.

“Hold it, that’s right,” Applejack repeated. Her hand held firm, overwhelming the backwards pressure of Fluttershy’s head until the tiny pegasus in her arms began to shake. Only then did the professor relent, allowing Fluttershy to pull back and gasp for air.

“Breathe.”

“...b-but…”

“Breathe again and hold it,” Applejack said simply.

Fluttershy tested the waters of her confinement with a few light struggles. Normally this was enough to break Applejack’s grip if the elder mare weren’t serious, but the arm around Fluttershy’s waist was firm, and the hand pushing her face back towards the water was already moving. Helpless to resist, Fluttershy drew in another deep, hasty breath, and allowed herself to be returned to the masking rainstorm from the shower, where any attempt to breathe at the angle of her head would accomplish nothing but water up her nose. There she stood, held up on her hooves, until she felt as though dizziness would take her. Applejack let go, only to repeat the process of deep breaths that were entirely under the control of the professor two more times. By the time it was all over, Fluttershy was seeing stars.

Applejack’s hand was stroking Fluttershy’s matted tummy. With the other she petted the student’s long pink mane condescendingly and cooed into her ear.

“Good filly.”

With that, Applejack snapped Fluttershy into a full 180 degree spin, bent her head back, and roughly devoured her lips, forcing a thick tongue into her mouth that the pegasus had no recourse but to milk. More shivers rose from Fluttershy’s body - Applejack was familiar with the withering effect deep kisses had on her student. When she finally broke contact, a bewildered, sopping wet Fluttershy was leaning against her for support.

Fluttershy blinked, and glanced about to find herself securely wrapped in her teacher’s arms. The kisses and the embrace were delicious, but she resisted their advance and flattened her ears with worry.

“W-we can’t do this here...it’s not safe…”

Applejack’s fingers ran up Fluttershy’s metallic rump. “Did you like being stared at?”

“Wh-what?”

“Look at me,” Applejack ordered. Fluttershy obeyed, her cheeks as hot as the day they first made contact. “Did you like having to smile back at all the colts and encourage them when they stared at you?”

“N-no…” Fluttershy whimpered. “...i-it was embarrassing and now they’re going to be clingy with me…”

“Did you like doing what you were told to do, even though it’s gonna make things harder for you?”

“...yes.”

Applejack buried her muzzle in her student’s neck again. She bit down hard, and then took to sucking at the flesh in the same spot.

“Ahh…” Fluttershy pushed on her captor, knowing the gesture would be futile, and squirmed again. “...t-too high...y-you’ll leave a mark over where my c-collar reaches....”

Applejack responded by sucking harder. She remained like that, her student in a tight bear hug, until a cursory examination showed a bruise so prominent that it not only showed through the coathairs, but had a slight purple hue to it.

Fluttershy looked flustered, and tried in vain to look at her own neck. “I-is it bad…?”

“Mmhm,” Applejack confirmed. “But it’s my mark on you. Time for the next one.”

“Wha--?”

Applejack offered her lover’s flesh no quarter. She slipped around to Fluttershy’s throat, forced her muzzle up with a nudge from her own, and bit hard so close to Fluttershy’s voice box that every whimper from the pegasus could be clearly felt as well as heard. There Applejack latched on, sucking deeply until the delicate skin beneath was sure to remember her presence for days to come. When she came up for air, she found her diminutive lover staring up into her eyes and panting.

“...b-but...but…”

“Shhh,” Applejack whispered, her muzzle brushing that of her student. “You talk a good game Butterfly, but you want them all to know you’re mine.”

The statement was not a question. Fluttershy’s brain absorbed it, integrating it into her own thoughts.

“...y-yes…”

“I told you that sometimes I don’t wanna control myself,” Applejack explained while brushing wayward locks out of her lover’s eyes. “There’s a difference between you and all those other fillies that used to tease me without even realizing it back in my school days. I’ve had you. I know every inch of your body, and sometimes I don’t give a rat damn what anybody thinks. Sometimes I just want you.”

With that, Applejack racked Fluttershy’s back from neck to rump with her fingernails. Fluttershy gasped and arched into the sensation, while her professor drew near to her ear again.

“Sometimes I don’t even care what you think when I wanna take you,” the professor warned.

“O-ohh…”

“Do you like that, Butterfly? That I wanna shove you up against something and spoil you ‘till yer legs hurt, without carin’ what anybody would think of you in the morning, or what you have to say about it?”

“...y-yes…”

“Yes what?”

“...I...I like it wh-when...when you want to just take me...wh-whenever…”

“I can feel you shaking. You’re nervous.”

Fluttershy closed her eyes, her heart throbbing to the cadence of the water splashing her back. “M-mmhmm…”

“I want you, Butterfly. And for once, I ain’t gonna care come what may.”

Fluttershy’s eyes popped open. “N-no!” she blurted as another shiver ran down her back, “A-anybody could see...there are dozens of people still--”

“Tell me to stop,” Applejack muttered as her tongue began to seek the yielding arteries of her student’s neck again.

“...s-stop…”

“Tell me to stop,” Applejack repeated.

In Fluttershy’s mind, the word she had been taught two days ago appeared like a beacon over twisted waters. Standing alone upon a piece of driftwood that served as her only protection from the churning sea of lust below her hooves, she watched as the word became larger and larger with her approach. It was not nailed down. Not secure. Even with her strength, she could rip it easily from its moorings and fire it into the heavens - a signal flare that would transport her instantly to the safety of dry land.

The humdrum safety of dry land.

Fluttershy sailed past the beacon and leapt into the sea. In the shower room, she said nothing.

Applejack’s hands were everywhere. They groped Fluttershy’s rump, squeezed her breasts, fondled her thighs, and twirled in her hair. None of the sensations were undesirable to the pegasus, but to feel them in such a setting was beyond anything outside of her fantasies. Her lover stole her lips twice more, sucking away the rest of her resolve before two orange hands finally came down on Fluttershy’s shoulders. The student was expecting them to push her down, and thus she yelped when they instead sent her hard into the wall, her wet back making a smacking noise against the sweating tile as sure as the metal of her undergarments sang against it.

“Wha--mmnf!!”

Applejack’s kiss was overwhelming, and she refused to relent even when she heard choking noises emit from her partner. Fluttershy forced her gag reflex down and took up the task of milking her teacher’s tongue again, even as she felt a hand slip down her thigh and relieve one leg of its position on the ground. With but one left to stand on, Fluttershy had no choice but to trust her balance to her professor, who pulled the raised leg apart and thrust her hips forward.

Fluttershy was mashed tightly against the wall, under the active showerhead. She fully expected to be violated in public by her lover at that very moment, until she felt the rubbing sensation of a stallion’s flare contact with something hard between her legs.

Fluttershy whimpered.

Applejack, by contrast, thrust her curved spire upwards against the chastity belt, the slipperiness of the soapy metal still able to send pleasure waves through her foreskin. She built up a rhythm until she was penetrating the small pegasus without actually doing so, and broke the kiss to cup Fluttershy’s chin.

“What’s wrong, Butterfly?”

Fluttershy, unable to move her head far, tried to point down at her groin with only her eyes. Applejack’s ears folded back in the manner of a wolf preparing to pounce.

“Aw, got a little problem?”

Fluttershy nodded miserably and shifted her hips, applying another tantalizing rub to her professor’s foreskin. Applejack grunted, her grin spreading.

“That’s a shame Butterfly, ‘cause I ain’t got one. You know, I could get off just fine like this.”

Applejack pushed her student’s thighs together and inserted her erection between them. The slick, sudsy yellow fur squeezed her with all the warmth and wetness of the real thing, complete with the sensation of a cleft where her curved girth followed the roundness of Fluttershy’s backside. Applejack ‘penetrated’ her quarry in this way several times, savoring each thrust with a purposefully exaggerated moan, until she noticed Fluttershy’s lower lip trembling. The pegasus had a look on her face like that of a starving timberwolf pup, separated from a side of beef by the bars of a stainless steel cage.

“More problems?” Applejack teased.

Fluttershy muttered incoherently and glanced again down at her groin. This time, Applejack put a hand on her student’s breast and groped it roughly, sending the pegasus’s back into the wall again.

“Better get used to the idea of your teacher takin’ you wherever she pleases,” Applejack rumbled. “Try again.”

Fluttershy winced under the rough treatment. Pinned utterly against the wall with one hoof off the floor, she couldn’t help but glance over her professor’s shoulder at the gaping entrance from the locker room to the showers. “I...um...I-I want your...uh…”

Applejack smirked. She took her charge by the chin again, forcing eye contact. “Say it, Butterfly. This ain’t no quiet, secluded bathroom down a hallway that nobody uses. If you want to get out of those iron undies anytime soon, you’ll tell your teacher what you want.”

“I...I want...y-your cock in me…” Fluttershy whispered.

“Louder.”

“...e-eh…?”

“Louder,” Applejack repeated.

“I...I…” the wary pegasus raised her voice to a normal speaking level, “I want your cock in me...p-please…”

“Louder, Butterfly.”

“B-but--!” Fluttershy sputtered, “S-somebody might...might--”

Applejack cut her young lover off by pushing Fluttershy’s head up and burying her muzzle in soft neckflesh yet again. She took up one tight nipple in her fingers and spun it, pinching as her grip on Fluttershy’s bottom intensified.

“--o-ohh!” The pegasus shrieked, surprising even herself at the sudden outburst. Under any other circumstances she might have been able to restrain herself, but her lover simply knew her body far too well. In an explosive kinetic moment, Fluttershy freed one arm from her side, put her hand on Applejack’s head, and leaned back, exposing more of her neck to be devoured.

“I-I want your cock inside me!” Fluttershy finally cried, her voice echoing into the locker room. “I-I...I want you to fuck me, Miss Applejack! P-please!”

Applejack’s assault abruptly ceased. She slipped out from under her student’s wavering hand and reached out to press a single, pecking kiss into Fluttershy’s forehead. “There now, not so bad to tell the world, hm?”

Fluttershy could only pant in response. She was grinding her imprisoned groin into her professor with a sense of urgency, but Applejack placed a staying hand on her thigh.

“Not yet, Butterfly. By the time you earn it, you’ll be so far gone that you’ll be screamin’ in here, hell or high water who hears you. But since we’re on that topic--” Applejack raised her voice, “Y’hear that, Cheery?”

“Mmhmmm,” a voice replied from the entrance. “Gotta say, Apples, I thought you were trying to pull my chain.”

“You know I don’t like lyin’,” Applejack grinned, never taking her eyes from Fluttershy as she conversed with the voice from behind. She waited for the inevitable - and adorable - reaction from her student. She was not disappointed.

Fluttershy pushed up on the tip of her hoof to peer over Applejack’s shoulder. The past dozen times there had been nothing, but now, a single figure was standing in the entryway. The very fact that anybody was there at all was enough to cause the embarrassed pegasus to shriek with alarm, but the realization of who it was only added confusion to shock.

At the perimeter of the mare’s shower area stood the unmistakable, sangria-coated countenance of Fluttershy’s former homeroom teacher-turned history professor - Miss Cheerilee. The Earth mare was dressed in the same outfit Fluttershy had seen her in earlier that day - a simple, proper black skirt that reached to just below the knee, smart looking flats, and a button-down blouse with frills that matched the pale rose color of her hair. There was a brooch of onyx and silver at the throat of her high collar, and a small, rectangular device in her hand that Fluttershy was too distracted to focus on. Cheerilee folded her arms under her bosom - which was fuller than anyone else present - and cocked up a brow, looking droll.

“Young lady,” Cheerilee addressed Fluttershy. “What do you think you’re doing?”

“I...uh…uhhh...I…” Fluttershy glanced madly between the two mares, as though her manic stare were intended to be an explanation in itself.

“Is this what you think about in class?” Cheerilee chastised. “Dragging your professors off to fornicate? What a dirty young lady you are!”

“That bother you, Cheery?” Applejack spoke up, still without eye contact.

Cheerilee dipped two fingers into her blouse at her neck and made a gesture as if to loosen it. “Makes me a little hot under the collar, I must say.”

Her eyes wide, the only student in the room could barely form words. She gaped at the professor who held her.

“I...but...I thought...you said…”

“I wasn’t lyin’ to you, Butterfly,” Applejack replied, casually revealing the pet name for her student. “Truth is this isn’t what I had planned at all for today, but I decided to...well...take the advice of one of my students.”

Cheerilee was undoing her buttons at a relaxed pace. “Applejack told me what you said to her the other day after she told you about us. It made her decide to come into my office and talk to me.”

“And you were right, Butterfly,” Applejack smiled, stroking her student’s matted hair. “Every dern thing you said. Turns out all we really needed to do was talk, and we were both avoidin’ each other because we thought we’d upset the other.”

Cheerilee was naked to the waist, save for a lacy brassiere. “Back when it happened, I wasn’t sure how I felt about it. Applejack did take advantage of me while I was out of my head, and that was so awkward that I didn’t know what to say afterwards. But I went to college, had time to think, and I learned something--” she flicked her fingers at her upper back, and began to slip the delicate straps of her undergarment off of her shoulders, “--it occured to me that I wasn’t upset. And I didn’t hate it. Applejack, of all ponies, would never do that to me intentionally. She was young and confused, and so was I. The more I focused on the memory, the hotter it made me.”

“--but she still never said nothin’ when we met again,” Applejack took up the explanation, “because she was afraid I’d think she was a pervert, and it would make trouble for us workin’ together. Turns out...that’s exactly how I felt about the whole thing. I didn’t mean to do nothin’ wrong to her, but...damn it was hot.”

“So we talked,” Cheerilee commented as she stepped out of her skirt and kicked her shoes away. “And we made up. She was so happy that she wanted to introduce me to her plaything. And I have to admit, even knowing how she is about lying, I figured she’d be alone when I got here. That she was talking about me, and we’d just make friends again in our own special way.”

Cheerilee paused to retrieve something from a nearby bag, allowing the lovers a moment to themselves. Fluttershy was stiff again, but her heart was racing so fast that her professor could feel it.

“You...you told Miss Cheerilee…”

“She ain’t gonna let on,” Applejack cooed softly. “I made sure I could trust her before I breathed a word. Pretty sure she wouldn’t be naked right now if she felt bad about it. Does it bother you that I choose to share my favorite toy?”

Fluttershy spoke on instinct. “...no…”

Applejack’s touch was, for the first time that day, sweet. She nuzzled her lover’s cheek and planted a much softer kiss there. “I knew you wouldn’t. Ain’t nobody knows you like your lover.”

A set of hooves clacked against the shower tiles. Thoroughly bewildered, Fluttershy watched Cheerilee, a young professor who always dressed with excessive chastity, sway her hypnotic, wine-colored breasts on approach while wearing nothing but a seductive smile. Both hands at her sides had something small in them that Fluttershy again could not identify, but the leather choker around her neck drew the pegasus’s eye the moment she passed over it.

It wasn’t a choker. It was a black leather collar, emblazoned with a pattern of apples and complete with a metal ring at Cheerilee’s throat. Noticing the student’s stare, Cheerilee drew her fingers across the accessory and allowed Fluttershy a good look.

“I picked this up years ago,” Cheerilee explained, “when I was just starting to get into the kinky college-life. They just happened to have one with this pattern on it. It was a good keepsake. So good, in fact, that I picked up a spare. Just in case.” She held up one hand. Another collar, looking exactly the same as the one upon her neck, was draped over her open palm.

Fluttershy swallowed and gently brushed her fingertips against her neck. Applejack’s embrace finally loosened as Cheerilee stepped up behind the other grown mare and nuzzled her neck.

“I missed this, you know…” Cheerilee muttered coquettishly. “Even if it was only that one time. I wish you could have been at college with me. I opened up a lot there...we would have had a great time.”

Applejack sighed softly and signalled her agreement with a nod. She let go of Fluttershy entirely and stepped out of the way of the falling water, leaving her student to stand there, stark naked, in its flow. The showers were all on a timer to ensure students didn’t leave them on, and this particular one chose that moment to disengage itself, leaving behind a dripping wet pegasus with some soap still worked into her coat. Applejack, standing beside her fellow professor, slipped her arm around Cheerilee’s waist and pulled gently at the ring attached to her collar with one finger.

“I think I like it,” Applejack appraised simply.

Cheerilee rubbed her side up against the dampness of Applejack’s coat and favored Fluttershy with an appraising glance. She clucked her tongue and shook her head. “My my, it really is always the quiet ones, isn’t it? Applejack told me about the chemistry lab accident too. You’re very good at hiding things, Fluttershy. I certainly never noticed.”

Fluttershy blanched. “Sh-she...she told you about that?”

“Mmhmm,” Cheerilee nodded. “And about the way you like to put on a show for her, or play with a mirror while you’re alone.” She stepped closer to the younger mare and stroked Fluttershy’s cheek. Cheerilee wasn’t as tall or as broad as Applejack, but she was still tall enough that Fluttershy had to angle her eyes upwards. “I understand, dear. I like having an audience too. It makes you wish you could show off what you know in public, but when you inevitably can’t, you start feeling like a pervert.”

Fluttershy looked down at her wringing hands. She nodded.

Cheerilee made a show out of sniffing Fluttershy’s hair. She passed one of the objects in her hand behind her to Applejack, and brought the spare collar to bear with both hands, touching it to Fluttershy’s throat. “You like pets, don’t you dear?”

Fluttershy was trying without much success to look down at a place just below her chin. “M...mmhmm…”

“So shy and yet so eager,” Cheerilee giggled merrily. “You’re just darling! I think you’d make a lovely pet. I think we both would.”

Fluttershy’s history professor began to slip the leather collar around her yellow neck, the sangria fingers working with a poetic precision such that Fluttershy doubted Cheerilee was the type to put her bras on backwards. This thought stuck in her mind until the pegasus subconsciously had her attention on the heft of the larger, wine-colored breasts pressing up against her own.

“Like them dear?”

Fluttershy blushed. “Y-yes but...it...it doesn’t mean I’m--”

Applejack’s voice came from somewhere behind Cheerilee. “Sure she does. My Butterfly likes stallions and mares. That’s why she’s so into me.”

Cheerilee pressed closer, commanding the student’s attention to shift to her eyes. “A little intimidated too, maybe?”

Fluttershy nodded timidly.

“And you like that dear, don’t you.”

Fluttershy knew there was no point in lying. “...y-yes Miss Cheerilee, they’re...lovely…”

Cheerilee grinned merrily, her hands retreating. “You like them so much that you didn’t even feel your new collar clicking into place. You really are adorable.”

Fluttershy gasped and ran her fingers over the new accessory. There was a clasp at the back, and a tiny lock, its shape unmistakable to her fingertips. She made as if to speak, but Cheerilee put a finger over her lips.

“Shh. Your key and mine are nice and safe in Miss Applejack’s desk.” Cheerilee ran a hand over Fluttershy’s hip. “But there’s another key that she did bring with her.”

Fluttershy’s mind was alive with questions. It had been one thing for her to draw the eye of a single professor, but a second? The implications did somersaults in her mind, and her spine tingled when fresh warm water began to strike her back again. Cheerilee had pulled the string to signal the shower, and she was allowing the water to drench her front. Fluttershy swallowed through a new thickness in her throat when her former homeroom teacher began to massage lavender body wash into her own breasts. Cheerilee stepped forwards again, mooshing anew the two pairs of breasts with an audible squish.

“You want that other key, don’t you?”

Fluttershy stammered out a nod, her eyes fixed below. “...y-yes ma’am…”

Cheerilee tipped her student’s chin up and drew close with her lips, her pale eyes half-lidded. “We both like an audience. Let’s put on a nice show for our Miss.”

Fluttershy saw Applejack out of the corner of her eye. She was blatantly erect and casually touching her darkened spire, a mischievous grin on her face. In her hand was the object Fluttershy had yet not been able to identify, now clear to see - a late model cell phone, waterproof, and with a camera aperture directed towards the action.

“Wh...wha…”

Cheerilee knew that look. She giggled again and turned to allow the water to cover her as much as her student, giving a nice profile of the both of them for the camera. “We’re putting on a show for our Miss Applejack,” Cheerilee cooed. “Something for her to look at whenever she wants.”

Fluttershy could practically feel the camera teasing over her body. The fear that yet another soul, this time somebody who wasn’t in on the situation, could appear in the entrance at any time gripped her, but she allowed Cheerilee to draw her into a kiss anyway. Kisses having long been among her weaknesses, Fluttershy shivered again. Her wings beat once, the feathers sending spray all over the wall, as her thoughts began to white out.

Applejack was Fluttershy’s lover, of that there was no doubt. But to play with yet another forbidden fruit, and for the pleasure of said lover, whom she wanted nothing more to please and had gone so far as to dare her to indulge…

The camera’s pinch softened in Fluttershy’s mind until it became a sensual caress. She leaned in to her benefactor, linking her fingers behind Cheerilee’s neck.

“Mmh,” Applejack muttered, filming patiently as she stroked herself with her other hand. “That’s it Butterfly...earn it…”

Cheerilee indulged herself in exploring her student’s mouth, allowing Fluttershy a chance to submissively milk her tongue as she so often did with her lover. From behind Fluttershy’s back, Cheerilee retrieved the body lotion from a narrow ledge and applied more, rubbing it up and down the back and rump of her charge until a lather formed anew. She then brought the bottle around and pressed it into Fluttershy’s hands as she slipped them from around her neck.

“Now me…” Cheerilee instructed.

Fluttershy wasn’t even sure where the bottle had gone once she applied a trace amount of the substance within to her palm. She worked it into Cheerilee’s breasts, groping gently with delicate hands that had little hope of capturing one of the orbs entirely on its own. When the fleshy mounds were quite slippery, Fluttershy began to venture out, her fingers testing the softness of Cheerilee’s stomach and thighs. The history professor slowly turned, allowing Fluttershy to coat her back in suds before returning to face her again.

Fluttershy was still rather blatantly staring at Cheerilee’s breasts. The teacher laughed softly and purposefully jiggled her upper body.

“I know you love Miss Applejack’s cock,” Cheerilee noted, “but maybe you’d like to try something a little different?”

Fluttershy nodded. A hand reached around her head, and soon her muzzle was being pressed into the warm, slick softness of Cheerilee’s motherly aspects. Applejack wasn’t particularly fond of receiving play in this part of her body, and so the experience was all but new for the student. Her tongue quickly found a hardened nub, and she closed her lips around it as she attempted to draw sustenance from it like an infant.

Cheerilee stroked Fluttershy’s hair. “Mmm...not too tight now dear, so eager...do I need to start coming to visit Miss Applejack’s while her pet is home?”

“Darn right you do,” Applejack grunted. “My pet critter is gonna need some trainin’ after all.” She chuckled, “And some nursin’ it looks like.”

Heedless of her need for urgency, Fluttershy spun her tongue around the captured nipple and drew the flesh in a rhythmic sucking motion. She went as far as to nibble gently, and when her benefactor gasped in response, she drew her tongue to the other breast and said hello again. Cheerilee’s nipples grew to hard points that dwarfed what both of her companions were capable of. She placed her hands on her student’s shoulders and pushed down, encouraging Fluttershy to her knees.

“Down...show the camera what dirty things you’ll do right in the gym locker room…”

As Fluttershy’s shins touched the tile floor, Cheerilee lifted one leg and placed her hoof on the student’s shoulder. Before Fluttershy was the delicate, flowery makeup of her teacher’s womanly blossom, fragrant with mating scent even amid the odor of the bath products. Rather than diving right in, Fluttershy nuzzled the opening with her snout affectionately, allowing it to close upon the very tip so that she could get a good whiff of what was in store.

“Mmh,” Cheerilee huffed. “You haven’t given her any pussy either, have you Mistress.”

“She doesn’t want that from me,” Applejack chuckled. “Looks like I have plenty reason to keep you around. Especially so Butterfly can think about how much I’m gonna be plowin’ you out until she can come over again.” She pointed the camera down. “How about that Butterfly? Does it turn you on to know I’m gonna tap my other pet while you’re not there?”

“Mmhmmmmm…” Fluttershy cooed. No longer satisfied with savoring, she began to prod at her teacher’s engorged button with the tip of her tongue, tracing Cheerilee’s netherlips with anticipation in the very same way she herself liked to be touched. Cheerilee shut her eyes tightly and let out a short gasp.

“And when you come home, we’ll both be there waitin’ for you,” Applejack went on. “My alpha pet is gonna know every inch of my beta pet’s body, just like I do. Then I’ll take you, and when I’m done, you can get her ready for me to take as well. Two perfect little ladies gettin’ filled up with appleseed.”

“...ohhh…” Fluttershy whimpered.

Cheerilee was caressing her own breasts and glancing weakly at the ceiling. “Make sure you get her face in the shot...her expressions are adorable, and we want to make sure everyone who looks at it knows it’s her…”

Fluttershy’s tongue passed easily through the moisture-weakened defenses before it. She curled upwards, digging at the roof of her teacher’s channel as she buried her snout again in the thicker pubic fur that lived below. She had little practice with performing orally for another mare, but she had her own roadmap as a guide, and Cheerilee’s landmarks were remarkably similar to her own.

“Nngh…”Cheerilee grunted. “Sh-she’s a natural...I might even have to borrow her from t-time to time…”

Applejack set the phone up on a ledge and approached the pair. Shamelessly she rubbed her engorged tip into Cheerilee’s hip, and grabbed her collar-ring again to pull her into a short kiss.

“Think this here’s somethin’ I can’t just watch happen for very long,” Applejack pointed out.

“Mmh...yes mistress…”

Applejack felt a sour taste in the word offered to her. “Hmm...no,” she said simply. “You’re my student now too. I’m puttin’ you back in school, Cheery. How do you talk to your professor?”

Cheerilee’s heart skipped a beat. “...M-Miss Applejack…”

“Better,” Applejack nodded, showing her approval by biting Cheerilee’s ear in the same way she had bitten her student’s. “Reckon it’s been way too long since you had the right fuckstick in that pretty hole of yours. I don’t have to stop for a condom, now do I?”

Cheerilee could barely control her shivering, and the one hoof she had on the floor was beginning to quiver too. “...n-no Ma’am...please don’t make me wait anymore…o-oww...”

Applejack bit harder, such that she nearly broke the thin flesh of Cheerilee’s ear. She ultimately relented, and pulled back to view her handiwork. “Nah...not yet. I like markin’ you both the same way though - there’s gonna be more of that. You’re both gonna be tryin’ to hide hickies for the next few days.” She stepped up behind Cheerilee and reached around to fondle her breasts, flicking the tough nipples freely. “Mm, these got bigger. Bet they got real sensitive, too.”

“...a-ahh…”

“Get up, Butterfly.”

Still the only one separated from stimulation, Fluttershy placed Cheerilee’s other hoof back on the floor and rose. The sangria teacher nearly sprawled forward, and Fluttershy made a point to keep her standing.

“Yes Miss…?”

“Yer gonna watch me fuck your teacher just like I’m gonna fuck you,” Applejack explained. “And you’re gonna be the wall.”

Fluttershy traced her belt with two fingers. “C-can I--”

“No. You stay in your cage ‘till I’m ready for you, little bird. No havin’ fun with yourself. Today you only get to have fun with me inside you.”

“...y-yes Ma’am.”

A strong hand touched both of Cheerilee’s shoulder blades at the same time. Applejack pushed, and her new ‘student’ pitched forward, obliging the actual student to break her fall. With her face just above Cheerilee’s, Fluttershy nuzzled the fellow student’s hairline.

“It...it feels wonderful…” she explained. “...I bet it’s been awhile since you had it, um...Miss Applejack likes it if you’re loud…”

Cheerilee’s reply was indeed loud, for the bulbous flare of the so-endowed mare behind her had already popped past her opening. Applejack was deliberately slow, despite the hungry walls grabbing at her.

“Next comes the ring…” Applejack said as she pierced her pet to the halfway point. “...then the rest, till my balls are layin’ claim down there too, Cheery. Just let it sink in…ain’t nothin’ between you and me...”

“...ohh...M-Miss Ahhhpplle...mmmngh…”

Fluttershy’s loins were burning. She rubbed the restrictive metal plate over her hole, but found herself smiling warmly at the sight of her prim and proper history teacher out of sorts. “Oh, you like her penis too, don’t you. A whole bunch.”

“Mmhmm...nng…”

Fluttershy felt a measure of cunning in her own right. She reached down to cup Cheerilee’s dangling breasts. “Is it kind of embarrassing, losing your cool in front of a student?”

“...ngnh...mmhmm…”

“Do you like it?” Fluttershy pressed. “I can see everything that’s happening, you know. I’ll be in my seat on Monday, and you’ll know I saw all of this.”

Cheerilee was panting. She bore down on the invader inside her, squeezing furiously in a way that made her conqueror grunt with pleasure.

“Heh, I always figured you were just as depraved as Butterfly is, Cheery,” Applejack said, satisfied. She reached back and slapped Cheerilee’s rump so hard the noise echoed to every corner of the locker room. Cheerilee yelped, but the response only got her a second hard smack.

“Gonna rut you so hard you won’t need a chair anymore in your office,” Applejack hissed. With one hand on Cheerilee’s hip to hold her in place, Applejack tanned Cheerilee’s hide again and again, each slap eliciting another delicious cry. She grabbed Cheerilee’s tail base and yanked hard on it, pulling it up for more leverage as she rammed herself into her colleague-turned-subordinate. “...ngh...gonna fuck you harder than I did that night...and you’re gonna love every minute and beg me to do it again later...mmgh…”

Cheerilee’s voice was an elixir of pleasure and pain so intense, her cries once again made Fluttershy acutely aware of the venue. She stroked her history teacher’s hair and glanced about warily, but could see little past the commanding presence of Applejack, who was slamming into Cheerilee’s backside with such force, Fluttershy nearly lost her balance. There was a look in Applejack’s eye that bordered on sadism, and Fluttershy’s ears drooped instinctively when she beheld it.

“Nngh...yeah…” Applejack seethed, “...yer mine from now on, girl...gonna smack you black and blue…”

Cheerilee’s moans sharpened in response to the words she was fed. “Nghh…hurt me Miss Aaaappplejackh...nnnghhh…”

Fluttershy recalled a time where she had asked her paramour to do the same thing, and Applejack hadn’t been half as rough. A squishing rhythm to match the pelting of the rain from above came to her ears, and Fluttershy let out a whine of her own as she tapped on her aching prison below.

Cheerilee was no longer in Fluttershy’s grasp. With a great heave of her arms, Applejack pulled the slighter mare up almost entirely to a standing position, stepped past her student, and slapped Cheerilee against the wall, mashing her breasts and her cheek into the tile as she continued to ram herself home. With a possessed look in her eye, Applejack bit down on the coat of Cheerilee’s neck and yanked, drawing a scream of pleasure-pain from her victim. Cheerilee’s moans intensified, and Fluttershy could tell without having to leave much to the imagination that the wine-coated professor was wracked with release. Applejack moved with impressive calm, thrusting a second climax from the wet hole Cheerilee had become before stepping back to let her slide out, melt down the wall, and collapse into a delicious puddle on the floor.

Applejack allowed herself to pant. “...hahh...s-sure missed that...hahh...Cheery…”

Cheerilee could only coo in response. With her back propped up against the wall, the soaked history teacher looked up at the spire that had just taken her with a look of adoration. She said not a word, but with some effort pushed herself to her knees and scooted over to it, close enough to run the tip of her muzzle along its underside. Her tongue came next, and she favored the rough treatment she had received with the most delicate and loving of touches.

“Mmhmm...clean up the mess you made…” Applejack instructed. Cheerilee took the hung mare into her mouth and sucked slowly, drawing the mingled juices of sex into herself. She whimpered, and Applejack reached down to pet her. “I know you wanted me to leave a present inside you, but that’s not for you this time.”

Applejack glanced up, spearing Fluttershy with her gaze. The shapely pegasus was past the point of caring about propriety. She too was on her knees, if not a bit perkier about it, and returned the stare with the most poignant pair of crocodile eyes she could manage. Applejack smacked her own hip and made a whistling noise.

“Here little birdy. Come help your playmate out.”

Fluttershy brightened and crawled over on all fours to come up beside Cheerilee. The Earth mare was still suckling obliviously. Fluttershy took her by the cheeks and slowly pulled her away from the penis in her mouth. When it fell from Cheerilee’s pouting cheeks, Fluttershy took her in a kiss, mingling tongues with her to share in the mare’s own juices that had been left behind from the lovemaking.

“...good filly,” Applejack said from somewhere above. “Teach your teacher. Show her how I like it.”

Fluttershy wasn’t expecting to be emboldened by her lover’s words as she touched Cheerilee’s chin with one finger to push her out of the kiss. For a time, the two pets watched one another. The burning in Fluttershy’s loins that Applejack had long been able to stir in her was evident on the student’s face, but Cheerilee was fresh from a wild ride on the apple farm. Quelled, she easily accepted an offered digit from her history student and suckled on it, her cheeks flushed from more than just the warmth of the room.

“Heh, can’t say I was expectin’ that,” Applejack commented. “My little Butterfly with a toy of her own.”

Fluttershy kept the digit in place and took to openly exploring her softer professor’s body with a free hand. It felt somewhat like her own, but Cheerilee’s bosom was spongier. Appraisingly Fluttershy gathered each breast one by one and manipulated it, pinching the nipples until a small whine emitted from the sangria mare for each one. Satisfied by this response, the young pegasus slipped her hand down below Cheerilee’s navel and nudged at her thighs.

“Gee, I really am seeing all of this,” Fluttershy whispered. “You’re awfully lewd Miss Cheerilee, deep down.”

Cheerilee nodded and murmured her assent around the invading finger in her mouth.

“Can I touch you down here?” Fluttershy asked, her tone suggesting that the response would made no difference. Before the other mare could nod, Fluttershy wormed past Cheerilee’s thighs to stroke at her womanly virtue.

“...mmmgh...nnh…”

Applejack’s fingers flitted through Fluttershy’s hair. “Now, now, she already came twice on her new favorite cock. Don’t forget about your Miss, pet.”

Fluttershy removed her fingers from all their points of entry and leaned in close to take Cheerilee’s lips, but offered little more than a playful bite upon the Earth mare’s lower lip. She then took up Cheerilee’s hand and moved it to the professor’s own blossom, leaving it there as she turned her attention to the bobbing orange girth that was still twitching with demanding life. Before so much as touching it, Fluttershy bent herself lower and came up staring at her lover from beneath Applejack’s spire, with it resting between her eyes. Fluttershy batted her lashes, and Applejack grunted with approval.

“Love those eyes,” Applejack grinned. “Especially from that view. Work hard Butterfly, and you’ll earn your way out of that cage.”

She had heard the words before, but they came to her on the wisps of the steamy room like gooey fog, penetrating her ears and infusing her thoughts with the sharpness of lust. Fluttershy enjoyed a long, slow lick from the base of Applejack’s length clear to the tip, relishing each jump and resultant bap against her forehead. When she reached the tiny opening at the very top, the pegasus probed it with her tongue and wrapped her lips around it, enfolding it in a shallow depth intended to draw each clear droplet of preseed into herself. There was a noise somewhere off to her left, which she quickly recognized as a voyeuristic Miss Cheerilee openly playing with herself.

“...o-ooh…”

“Eyes front Cheery,” Applejack commanded. “Watch and learn.”

Cheerilee moaned again, but Fluttershy had no thought for the countenance of the smaller professor. Her delicate hand replaced her lips, and as she pumped the pulsing shaft, her muzzle dipped down low. There she pressed her snout against the tightness of an excited scrotum, where she took a deep breath, flooding her senses with the scent of her lover. She suckled, and one fuzzy testicle found its way into her mouth. Fluttershy pampered it, squeezing with gentle affection, in stark contrast to the ways of its owner.

“Nnh...yeah...don’t forget the balls…” Applejack muttered.

Fluttershy switched to the other testicle, and treated it with all the gentleness she knew her professor enjoyed. When the pair were as wet with her own scent as their owner’s, she cupped them in one hand and returned up the hardness of the shaft, this time working in circles about it to trace every vein that bulged before her. She gave special attention to the little fold of foreskin just below Applejack’s flare, and doted on it with little tongue-swirls before pursing her lips before the tip. There she waited, until Applejack placed hands on the side of her head and held her still, parting her lips with a slow push of orange hips.

“That’s r-right…” Applejack cooed as she let herself in. “...nice and gentle, and you get your rough hand in return…”

While the spire stole away her voice, Fluttershy opened her naturally bedroomy eyes and gazed up at her professor. When she was reduced to little more than a mumble, she tightened her lips behind Applejack’s flare and began to suck, using the leverage for vacuum force. The hands on her head wavered, and eventually let her free to do her work. The pegasus began a slow bob, arching her neck to take the length inside her all the way down to the point where her snout met Applejack’s stomach.

“Ffff--nnngh...y-yeah…”

Fluttershy required no further direction. While she had another hole she was fond of using, there was something about being nose to tummy with her teacher-turned-lover that never failed to ignite her engines. With steam in her nostrils, humidity upon her coat, and ears filled with pelting rain, Fluttershy put her free hand on one of her breasts and took to teasing herself. The penis in her mouth bounced again, but had nowhere to go as she lavished it with a lover’s attentions. There she bobbed, her pace increasing until she could feel the shudders in Applejack’s body and hear the stifled grunts that the stronger mare was trying to repress. This was Fluttershy’s power - her influence over her professor that she couldn’t help but exploit from time to time. It felt good to make her lover happy, but even better when that happiness was expressed through the honesty of involuntary whines.

It might have gone on that way - Fluttershy might have finished her professor off, satisfied the urges of this bizarre day, and gotten herself a salty bit of refreshment in the process. But her lover had not yet begun to enjoy herself, and this was evidenced by the sudden yank upon Fluttershy’s hair that came with such force, it drew forth a yelp and pulled her not only away from her task, but straight up to her hooves.

The look in Applejack’s eyes was unlike any Fluttershy had seen before, and the only word that came to her was one that she applied to alley cats who presented for shots in the clinic she volunteered at two days a week: feral.

Fluttershy swallowed. “...M-miss...Applej--?”

The word was choked away, but the expedient was Applejack’s fist, not her lips. Wrapped around the softness of her student’s throat, the professor’s grasp sent Fluttershy’s slight form into the wall, back first as before. In her other hand Applejack presented a thin key that gleamed in the haze with a silver-plated glow. Fluttershy hadn’t even the time to ask from where the teacher had produced it so suddenly, before Applejack stabbed the lock on the pegasus’s iron underwear as though vanquishing a dragon. The garment clanked uselessly to the tile floor, and two meaty fingers found their way into Fluttershy’s bloom without care.

“...nghhah!”

Fluttershy’s hands found their way to Applejack’s shoulders and she braced herself, but no invasion of her folds by the veiny member she had been worshipping came. To add to her confusion, the grip upon her form began to draw her away from the wall, and the promise of a hard fucking up against it. She was halfway across the room, skittering on her hooves, before she managed to cast a glance back at the exhausted Cheerilee and the chastity device haphazardly discarded under a still-running shower.

“W-wait...wh-where are we...i-it’s still lying th--!”

Applejack’s grip was as stubborn as her personality, and there was no escape. Flailing and whimpering, a naked and soaked Fluttershy made her best effort to battle for purchase across the concrete floors of the locker room whilst being shoved by the chin straight out the door into the gymnasium proper. Flapping her wings with alarm, the trapped bird made her case before the unwavering, hard eye of her captor.

“M-Miss Applejack, we can’t go out there! We’re naked...s-somebody will see!!”

“Tell me to stop,” Applejack grinned.

“S-stop! We’ll get in trouble for sure!!”

“Tell me to stop,” Applejack repeated.

Over the professor’s shoulder, Fluttershy caught sight of a bouncing-wet and equally naked Cheerilee. She followed along with the cell-phone camera in her hand, perky as though her ravagement had never happened. Noticing her history student’s gaze, Cheerilee merely winked and presented the phone, making it obvious what she planned to do with it.

The sensation of cool air from the drafty gymnasium crept up Fluttershy’s wet spine, eliciting a shiver. There had been no students loitering about the locker room - no after school sports clubs at their toil. Certainly there would be none at indoor play either. Certainly, Miss Applejack wouldn’t risk that.

Would she?

The word appeared in Fluttershy’s mind again - the word that would end it all. The hairs on the back of her neck were up, but she wanted to make her lover happy...and she wanted her own promised release. The idea of a possible audience…

...Fluttershy said nothing.

“I knew it all along,” Applejack smiled.

Offering only slightly less resistance, Fluttershy allowed herself to be shoved halfway across the ample gymnasium. There were bleachers standing tall all around the room, skylights letting in the setting sun, and basketball lines upon the floor; but these things were as nothing to a mind wetted by the slippery silk that lived between her legs. Clouded with lust, Fluttershy surrendered to the inevitable and left the carrying to her lover, as she wrapped her legs around Applejack’s strong hips and crossed them in place. Their lips touched, and Fluttershy felt the world go horizontal as her back came in contact with a gymnastics mat upon the floor.

A miasma of colors and forms swirled in Fluttershy’s mind. Pennants from the victories of the football team. A trophy case with band memorabilia. A heavy-breasted, wine-colored, naked Earth mare sitting seiza, merrily grinning with a video camera in her grasp. She smiled at them all, just as her professor had instructed her throughout the day, and gently laid her hands upon Applejack’s shoulder blades as the hung orange mare thrust home. With a serene smile, Fluttershy gave herself to the moment and threw back her head in an echoing moan, squeezing her legs to help every thrust along.

“Ahh...annhgg...o-ohh...M-Miss Aaaahhhpp...j-just like that...oh t-take me...nngh…!”

Fluttershy could feel the camera on her, as though it’s eye was a living thing. She felt it, and she didn’t care.

Plowed like amber waves of grain in autumn, Fluttershy accepted her lover in a familiar way that felt brand new. The pumping of her pussy was without any sense of delicacy and the act would not be quick. Surely there would be soreness in the morning, but she gripped with her lover’s rhythm anyway, lubricating liberally until the squishing noises were loud enough to echo on their own. The throbbing thing that invaded her was without mercy, mashing her cervix in rough kisses with each penetration until she felt her mind would white out entirely from the overload. She cried out sharply, her inner walls gripping like a vice until she felt she might drag all of Applejack’s body into her own, melting with her into a single pulsing blob of earth-shattering desire.

They mixed it for more than ten minutes, lost in their toil and grunting one another’s names until they could stand no more. Applejack glanced at Cheerilee, who was still filming while patiently fingering herself, and then into the adorable eyes of her darling student lover.

“...g-gonna breed you right here Butterfly...r-right in front of the camera…”

Fluttershy was beyond propriety. “Y-yes Miss Applejaaachk! B-breeeed me for the c-c-cammeraaooohh!! P-please!!”

Fluttershy’s lover obliged. Slamming the lithe form of the pegasus with force, Applejack threw both caution and care to the wind and indulged herself in a way she had yet to expose her young charge to. She hooked the ring on Fluttershy’s collar in two fingers and yanked upon it, drawing from her lover a choking moan whetted with lewd pleasure. Soaked and helpless, Fluttershy squeezed with as much might as her arms and legs would allow, ensuring upon the final thrust that appleseed would be deposited at its deepest point. Instinctively Applejack paused, piercing her lover to the core as she began to unload a torrent of sticky semen-ropes that were amplified in both force and volume by several days of temperance. Fluttershy raised her eyes to the ceiling, grinding the back of her head into the mat as her eyes lost focus on the world around her and her own trained response to her lover’s climax became one of her own.

“..nng--hhhgh...a-ahh....aaaahhnnng!!”

Cheerilee, who had given up on her posture and was now sitting flat on her rump with her legs parted wide, had ridden out her own orgasm with a bite to her lip that nearly drew blood. As dripping wet as the rest of her companions, she flapped her tail in a fruitless attempt to dismiss the moisture, spraying the floor around her in its wake. Resisting the urge to collapse, she gently stroked calmness into her flower while turning the camera upon herself to record the moment. She grinned at it, blew a kiss, and finally disengaged the device, which was flashing a battery warning beneath its steamy screen.

“Mm...mmh...y-you two are…so...so...mmnh...” The rest of Cheerilee’s words became purring, and she scooted over on her fours to accept a grab at her collar and a light kiss from Applejack.


“Mmhmm,” Applejack replied, her penis still pulsing with a flow from within her that had already ended. “Go an’ get us some towels, Cheery,” she ordered. “You an’ me got a dinner date tonight and some catchin’ up to do.”

Cheerilee’s expression was one of relief, as though a tangled thicket of tension had been chopped away along with it its weight on her heart. She nodded her obedient assent, but paused to stroke Fluttershy’s mane, favoring the youth with a look of appreciation.

“Don’t worry, I won’t steal her away from you,” Cheerilee smiled through heaving breaths. “I owe you one after all, for bringing an old friend and a whole world of new fun back into my life.”

Fluttershy’s desperate oxygen replenishment regimen precluded a reply. Her arms were to either side of her head on the mat, and though her calves were still on Applejack’s haunches, she lacked the strength to maintain their hold. Flushed and overheated, she merely stared weakly up at her history teacher, who reached down to gently kiss her daffodil forehead. Provided with all the answer that was needed, Cheerilee rose and pattered off across the gym in her nudity, her receding hooves clacking against the hard floor.

Applejack was still inside her lover, and made no attempt to pull out. Affectionately she gazed at Fluttershy’s naked upper body, drawing her finger up the student’s chest until she hooked her ring and tugged it again, this time without force.

“You have no idea how hot you look in this,” the professor admitted.

Fluttershy, who was still panting, said nothing. Her insides casually gripped the presence there, but her dull expression did not change. Applejack tilted her head and moved to stroke Fluttershy’s tangled mop of bubblegum hair.

“Y’ok, sweetie?”

Fluttershy finally found her voice, but it was little more than the squeaking of a shrew. “...c-can’t believe we...can’t believe you...hahh...r-right in the middle of the…hahh...”

Applejack hesitated. “Same question, you good?” The powerful mare blushed. “...you did say you wanted me to go all out…”

Fluttershy brought up a noodly arm and slapped at Applejack’s chest, finally finding purchase for her hand at the professor’s cheek. Applejack opened her mouth to seek an explanation for the curious gesture, but the moment she did, Fluttershy summoned the last of her strength reserves and pulled the unexpecting educator down to pepper her lips with a light smattering of kisses that matched her student’s pet name.

“I-it was a little terrifying,” Fluttershy whispered. “...but it was also amazing…”

Encouraged by the rekindled sensation of gripping around her spire Applejack thrust once, but Fluttershy giggled and waved a hand lazily in the air.

“A-applebutter, eh heh, applebutter...I don’t think I can take anymore...I’ll pass right out and you’ll have to carry me home…”

Applejack kissed her lover’s forehead. “That’s just what I’m gonna do one day, Butterfly. When you’re ready for it to happen.”

Fluttershy’s head lolled back to the mat and she reluctantly shook it. “...I need to be home tonight, sorry…”

“Don’t you ever apologize Butterfly,” Applejack said sweetly. “I’ll be waitin’ for you, come what may. And that’s comin’ from me, so you can take it to the bank.” She shifted, intending to free her pinned quarry. “Got you mooshed here, sorry…”

Fluttershy tightened the withered grip of her thighs and allowed a somber smile to grace her lips. “....d-don’t go yet.”

Applejack raised a brow. “You said it yourself. We’re naked, soaking wet, and we just fucked like rabbits right out in the open. I figured you’d wanna get outta this lickety-split.”

“I...I know but…”

Applejack hovered close, her breath hot on her lover’s neck. “...but?”

“...I...I just…” Fluttershy swallowed. “...can we, maybe...do this again sometime…?”

Applejack cocked up her lip as though she were brandishing fangs. “Oh Butterfly, you have no idea. This is just the beginning.”

There was a cheerful call from across the room without care, followed by the bouncing form of a returning Cheerilee. She hadn’t bothered to redress herself save for tossing her blouse open on her shoulders, and she was laden with a stack of fresh linens topped off by Applejack’s beloved Stetson. Fluttershy blinked.

“M-Miss Cheerilee knows we’re still at school, right?”

Applejack touched Fluttershy’s collar and nodded at the matching one that was on approach. “She’s a...fun-loving lady, and even though she had more fun in college than I did, she’s about as pent up as I was before you came along.” She chuckled. “You’re just bringing your professors out of their shells left and right, aren’t you?”

Fluttershy blushed and touched the collar as well, brushing Applejack’s fingers there. She didn’t need to say anything, and Applejack ruffled her mane in response.

“You’ll get along just fine...Pet.”

Fluttershy felt a warm sensation course through her body. Her heart skipped a beat, and with a final catch-up breath, she deflated the tension brought about by the venue out of her body.

As the sun continued its final approach over the western horizon, three mares mused over a strange and wonderful new set of turns that had set them all on the same path to the future.