Shady Daze looked up at his teacher’s broad, cerise side, with its triple smiling sunflowers, then to her face as she told him, “Now Shady, first I’m gonna need you to stand up from your desk, and follow me.”

She led him around to the wall, where the beanbags were for the younger foals to nap on.

“Sit on one of the beanbags, belly up,” Cheerilee instructed, “I’ll handle the rest.”

“Okay, like this?” he asked, laying back on the beanbag.

“Perfect,” she said in warm anticipation, then Cheerilee walked over his body entirely, and plopped her rump right down into his lap! Bracing her forehooves on either side of him, she told the shocked colt chidingly, “Yes, I know your sheath is touching me. Just ignore it for now.”

His sheath wasn’t just touching her, but was also getting kind of warm and wet where she leaked out onto it, which felt bizarrely good. “O-okay,” he said, looking from the broad hips pinning him against the beanbag to Cheerilee’s calm, content expression.

“Believe it or not, your friends want to do this to you, too,” Cheerilee said gladly, “They probably don’t even know that they do. You see between my legs there?”

He looked down again, at her fertile, magenta furred pelvis.

“Females don’t have a penis, or a sheath,” Cheerilee explained, “Or balls, at least not down there. What we have feels kind of...” she inhaled, “...wet, doesn’t it?”

“Y-yeah, it’s really warm too,” he said, staring fascinated at her warm, wet nothingness, just a soft mound pressed against his sheath.

“You can’t stop liking it, can you?” Cheerilee asked teasingly, shifting to slide her... stuff and that felt really good. His penis swelled inside him. Was he coming out? Was that okay? She was right there! “My marehood, or ‘vulva’ is just what your penis needs, isn’t it?”

“Y-yeah,” he said nervously, not understanding, but certainly not refusing to swell his penis against those massive hips.

“I didn’t decide to start doing this,” Cheerilee went on a little sheepishly, “It just started happening to me one day. I started looking at colts, and wanting them, with my marehood. Can you feel your penis wanting me, sort of a hungry, tingly ache?”

“Yeah,” he said, as his penis slid forth and just... smushed up into her vulva. Looking up in alarm, he met Cheerilee’s eyes, saying, “So my penis is supposed to come out? It...” he swelled again, penis straining against the teacher’s bulk, “It doesn’t have any room,” he admitted, blushing.

“Hmm...” she said, shifting to slide against him again, and pulling back up enough for his penis to slide out, but then she pushed her hips back down on him again! Shady gave a frustrated grunt, as his erection was stopped in its tracks, then sort of... slipped into some folds within her, and the pressure stopping him from growing erect was gone.

“That’s better,” Cheerilee said with a smile, once again pressing her hips strongly against his. “Now where were we? Oh yes, your friend Peachy Pie and your sister Sunny Daze both have a vulva, and you’re about to feel what they have called a *vagina.*

He nodded distractedly, looking up at her as his penis was just *enveloped* in wet, fleshy heat.

“There you go,” she said, as his penis finally slid out, without her hips lifting up at all. “I can feel your penis coming out,” she explained, “My vagina is very sensitive, in fact! Feels good, doesn’t it?”

“I-it’s really hot!” he decared nervously, “I can just... put it into you?”

“Well, clearly you did,” she says wryly, “The really warm wet place is my vagina. It’s a special tunnel that fillies have instead of a penis, and it feels really good for them to put a penis into it. Mmm...” She mmm’d as his penis hungrily... flexed or something.

“Swelling up, huh?” Cheerilee asked sweetly, still sitting there with his penis in her hips, “That’s called erection. Your penis gets even bigger then, to fit even better inside a filly’s vagina.”

“I’ll um... try to swell up then?” he asked, looking up at Cheerilee anxiously.

The lusty hunger in her eyes tempering to an ember, she looked down at him in an odd sympathy, saying, “I couldn’t stop wanting colts when I was a filly, and I wasn’t used to feeling that way. I didn’t even know I could do this back then. I didn’t know how good it felt. I mean, a penis in a vagina? That’s crazy!”

“It feels *really* good though,” he said with his face flushed.

“Your friends don’t know that,” Cheerilee said, “All they know is their marehood is making them want you. You’ve been their friend, but then they just started feeling hungry for you. It’s all part of growing up, but their parents never told them anything at all. Your friends are just... scared of what their marehood is making them feel about you. Of what you’ll think if you know how they feel. What we’re doing is the secret to fixing that.”

Hunching over him, Cheerilee says, “My marehood *wants* colts, and it wants you. Wants to just swallow up your penis like this, while you get bigger and bigger. Your friends want to pin you down just like this, and put your penis in her hips, just like this.”

Pulling him with her, Cheerilee rolled off the beanbag to the floor, laying on her back and pulling Shady on top of her, with him still embedded in her glorious wetness. “Or they want you to do this,” she huffed, squeezing his butt tight down against her with her hind legs. “To pin them down, and just shove your penis in. I-it feels so good!”

“It does!” he squeaked, his breath coming ragged and deep. What was her vagina *doing* to him?

“They’re afraid, because they don’t know how much you love this,” Cheerilee said, laying there looking up at him with half lidded eyes, “So you need to pick a fight with them.”

“F-fight?” he asked worriedly.

“Tomorrow at recess,” Cheerilee said huskily, “Tell them to stop running away. Tell them you’re gonna play with them, and that’s that.”

“They’ll...” he trembled atop his teacher’s warm bulk, “They’ll get mad at me!”

“Good!” Cheerilee said, “Then I’ll come out, and get all three of you in trouble! Then they can come to... to detention.”

His hips rocked against her as he felt like he was pumping himself into her somehow. Shady didn’t know what to do, but he loved being in his teacher’s vagina.

“Then you can tell them,” Cheerilee said, hugging him into her chest fluff, “Tell them you know why they’ve been feeling funny about you: their marehood makes them want you. It tingles and gets wet when you’re around. They don’t have to be scared, because you’re gonna show them that you’re totally okay with it. Then...” Cheerilee *clenched* on him in there. “Then you put your *penis* inside them,” she purred. “And they won’t be afraid of off...fending you. They can be wet, and... and loving your penis, just as much as I do. They can stare at it, and put it inside them, and that’s *wonderful*”

He wanted it so bad, it just made his penis explode in pleasure pulling out just a little, and as soon as he jammed it back in, Shady felt a powerful urge to pull out again. In little thrusts it started, but grew in speed and power, as Cheerilee moaned, “Oh... you’re doing it...”

“Doing what?” he asked, shamefully stopping his weird—the teacher arched up her hips to slide him deep inside again.

“The thrusting,” Cheerilee said as she fell back to the ground, and slid so gloriously out. “Sliding in and out, over and over again. Fillies *love* that.”

He started doing it shamelessly, needily humping his penis in and out of his teacher’s marehood. “I *really* wanna,” he moaned, feeling the strange tingles inside his penis grow and grow. She let him do it, held him gently while the colt humped into her wide hips for all he was worth.

“Look at the clock,” she said, directing his frantic attention to the ticking wall clock. “If you keep thrusting, within three minutes on... average, you’re gonna cum,” Cheerilee told him, as he kept thrusting. “So keep... oh doing this for about... three minutes, see if anything *happens.*”

He did it, not even looking at the clock after that, just hunching over his teacher, and thrusting into her grape furred hips, all thoughts other than doing that leaving his mind. In and out, in and out. He wanted to thrust as much as he could, if it would be over in three minutes, so he did, and the... tingling was getting overwhelming. 

“I love being inside you, miss Cheerilee,” Shady moaned, as something... his penis swelled powerfully again in there.

“Imagine I’m... Peachy Pie,” Cheerilee whimpered in excitement. “You can do this to her! She loves this! Imagine her... underneath you... your penis in her vagina!”

Shady did, and it was incredible. Peachy’s soft, round, orange hips had never seemed so lovely before. That’s why he’d been gazing at them so longingly. He wanted to put his penis into her, and into his sister too, and especially into miss Cheerilee, who was hot, wet and getting tighter and tighter around him, grunting like an animal as he fucked her. Then the tingles just started catching in him somehow, and he gasped more and more intensely, as every thrust felt better and better and *better*. It was like a switch in his brain, and butt clenched needily, pushed as hard into Cheerilee as he could, feeling like he was exploding and falling, as his penis started throbbing.

With urgent little huffs, Shady Daze impregnated his teacher. His dick jerked inside her moist passage, feeling like something was rushing out of it, firing into his teacher’s hips. It was the most incredible feeling he’d ever felt. He loved miss Cheerilee so much!

“You’re the best teacher *ever!*” Shady exclaimed, his dick buried in the hips that he clung to, that he squirted inside. He’s never ever felt more genuine in saying that than before this moment, *inside* her.

“Alright,” Cheerilee said wryly, looking at the colt, whose penis was happily softening within her, “But save your praise until you’ve tried this with your sister, and Peachy Pie.”

“A-alright,” he replied, squirming nervously, “A-and I can really do this to them?”

“One at a time, certainly,” Cheerilee said, indicating the colt’s member that had slipped out. “A healthy colt needs about a day or two to recover, before he can give it his best effort.”

“I will, Miss Cheerilee,” he said, sliding off of his teacher’s groin. She was a little sticky, but not too messed up down there.

“I know you won’t let me down,” she smiled, looking pleased as punch as Cheerilee righted herself, and bumped a desk back in line. “Just remember, tell Peachy Pie you’re not gonna let her run away, and that you won’t let her stop you from playing with her. Try to make her really hopping mad! And if you need a little bravery, just rub your penis before you talk to her, and remember that you’re gonna get to put it inside her.”

***

“I am *not* running away from you!” Peachy Pie retorted angrily to the stupid colt. She thought he was her friend, but now he was saying *she* was the problem? How could he not know? How could he not *smell* her? “I just want to... I can’t play with you because... because I don’t have to!”

“No,” he retorted angrily, “I won’t let you stop me from playing with you. You’re gonna play with me and that’s that!”

“Why are you *bothering* us, you dummy?” her friend Sunny said, stepping up beside her, “You keep following us, when you should be going and being friends with colts!”

“Maybe I don’t wanna be friends with colts, I wanna be friends with you!” he declared.

“What if I don’t *wanna* be friends with you?!” Peachy demanded hotly, “What if I don’t ever wanna see your stupid colty face ag—”

“Alright, what’s going on here?” came the thing any playground foal feared and hated most of all, the sound of a grownup.

Peachy’s ears sank as she looked up to Miss Cheerilee standing right there. How did she know they were arguing way over here all by themselve? Peachy Pie had to be the most unlucky filly in the whole world!

“Peachy Pie and my sister won’t let me play with them anymore!” Shady said, pointing an accusing hoof to each of them.

“Me?” Sunny uttered in outrage, “I’m just being friends with Peachy Pie, and if she doesn’t wanna be friends with you, then I won’t let you near her!”

“Why do *you* get to be friends with Peachy Pie, and I just have to go find some stupid colt to play with?” he retorted, “Maybe Peachy Pie should play with me, and I won’t let *you* near her!”

“What if I don’t wanna play with you anymore!” Peachy shouted, glowering furiously. “You’re a stupid butt!!”

Then blushing horribly, she looked up at the teacher, stammering, “I–I didn’t I mean I said you’re a... silly... butter?”

“Peachy Pie, this is a very serious problem,” Cheerilee said sternly, “Your friendship with Shady is very important to him. What has he done that’s so bad you could hurt him like that?”

“Well he... it uh... he’s a...” he has a penis Peachy wanted to scream, but all she could say is, “He’s a... colt?”

Cheerilee raised an eyebrow, but then turned to Peachy’s friend, saying, “And you, Sunny, I know you think you’re protecting your friend. But what are you protecting her from?”

Peachy blanched. If Sunny told Miss Cheerilee how she saw her brother, and told Peachy about his stupid big boy penis, Peachy was gonna...

“I’m afraid you have a lot to learn about friendship,” Cheerilee said sadly, “And that goes for you too, Shady.”

The teacher turned to face him, saying, “What were you thinking? You can’t force ponies to be friends with you.”

“What?” he said, looking up at her in genuine hurt, “But—”

“You can’t just chase after them. You have to do something to make them want to be friends with you!” she declared, with a wink. What?

Or at least Peachy kind of thought Miss Cheerilee winked. She must have mistaken it.

“I... I don’t wanna!” he said with a furious frown at the teacher, “Why can’t I just be friends with them and make them do it?”

Shaking her head, Cheerilee said, “I’m afraid I’m going to have to ask you three to stay after class. You all have a lot to answer for.”

“You mean... detention?!” Peachy squealed in fear, “I can’t go in detention! My parents would kill me!”

“Well, maybe you should have considered that,” Miss Cheerilee said cruelly, “Before you went and called your friend such a nasty name.”

“I’m sorry!” she begged, skittering over to Shady, “I–I didn’t mean it!” she declared nervously, “I’ll be friends with you!”

“Two hours, after class,” Cheerilee said firmly. “Don’t even think about skipping, or I will tell your parents you skipped out on detention.”

Then she trotted off in an imperialistic huff.

Peachy broke down crying, and Shady shouted in alarm, “Peachy! What’s—what’s wrong?”

“This is all *your* fault!” she squealed at him, a hair short of nipping at the foal.

“*My* fault?” he squealed back, “I wasn’t the one who called me a stupid butt!”

“It’s your fault for being a stupid c-colt and...” Peachy couldn’t hold her anger and just sank into tears again.

“Peachy, c’mon,” her friend Sunny said shakily, “It’s just detention.” She glared Shady’s way, adding, “And it totally is all his fault.”

Shady was just looking at Peachy though, saying with concern, “What’s wrong, seriously?”

“My parents are gonna *kill* me and they’re gonna send me to a reforming school and they’re gonna hate me even more, and it’s all your...” Peachy couldn’t say it, couldn’t even see it through the tears. “I’m such an idiot,” she wept, face down on the earth. It was the saddest anypony had ever seen her, because she wasn’t a sad pony, and there wasn’t anything wrong, and he just... ruined everything, by being such a stupid wonderful colt. She wanted to be friends with him...

“I think it’s about time you left,” Sunny said cooly, stepping in between Shady and Peachy Pie.

“W-well I think it’s about time you left!” he replied aghast, “Can’t I even give her a hug?”

“We’ll get in even more trouble if we get in a fight!” Sunny replied, “She doesn’t want you right now, so buzz off!”

Shady really did look like he was gonna fight her, but then he started crying too, saying, “Fine! See if I care. I-if you *hate* Peachy so much.” Then he turned around and galloped away.

“Peachy, it’s okay, he’s gone now,” Sunny said to the bitterly weeping filly.

“I w-want to be friends with him,” Peachy insisted, “Why can’t they let me do that?”

“Do I have to remind you about his penis?” Sunny said testily, “It was sticking up in his bed really big, just like your parents warned you. I saw it and more than once even.”

“Why does it have to happen to *him?*” Peachy moaned.

***

The three foals seated at their desks were frozen statues as the teacher paced past them. She paced once back in the other direction, before sighing and saying, “Alright, there’s a lot to cover, and not much time.” Facing Peachy Pie, she asked, “Peachy Pie, do you know why I called you to detention?”

“B-because I s-said a bad word,” Peachy stuttered casually, not daring to meet the teacher’s eyes.

“I’m afraid not, my little pony,” Cheerilee said, actually reaching up and pulling Peachy’s chin to face her just like—Peachy jerked her chin away, shuddering.

“The real reason you’re here is because when I said you were going to have detention, you started crying,” Cheerilee stated, as Peachy’s ears went back. “Why is that?” the teacher asked, “It’s just detention.”

There was a horrible silence, until Peachy desperately broke it by mumbling, “It’s not *just* detention. It’s detention! I’m gonna get in huge trouble.”

“I haven’t seen your parents at a parent/teacher conference,” Cheerilee’s voice said to the staring-away Peachy Pie. “Are they very nice ponies?” Peachy couldn’t bear to say yes to that, but she didn’t dare say no, because they were perfectly nice, and really good. It was her that was the problem. “Do they ever say anything bad about you?” Cheerilee asked, making Peachy’s gut sink. “Peachy, please look at me,” the teacher said, but Peachy couldn’t.

“Peachy, look at me,” the teacher ordered. Peachy tried not to start crying again, smiling horribly as she forced herself to meet Cheerilee’s cool green eyes.

“I promise I won’t tell your parents about anything you say here,” Cheerilee told the filly seriously, “Even if it upsets me, I promise I won’t tell them. I’ll make sure that they *never know*. Peachy, look at your friend, Sunny Daze.”

Peachy did, and her pale yellow friend looked like she didn’t know what was up or down anymore.

“Do you think Sunny would tell your parents?” Cheerilee said, “If you said anything bad about them?”

Sunny blanched at that, blurting out, “Hey, I never said anything about them! I mean... to them!”

“Well, do you think she would, Peachy?” Cheerilee insisted.

“S-she hasn’t so far,” Peachy admitted.

“Now look at Shady, Peachy.”

Peachy didn’t want to, but she did, and the grey colt looked like he was gonna start crying too. Again. Just like Shady does, the stupid butt.

“Do you think Sunny’s brother is going to say anything to your parents, Peachy?” Cheerilee asserted.

Peachy shook her head silently.

“Alright, Peachy, look at...” Cheerilee paused, before saying, “Look at whoever you want. It’s okay.”

Peachy looked at her in surprise, and Cheerilee smiled, saying, “So how do you like your advanced math class?”

Peachy blinked cluelessly.

“That’s what I told your parents,” Cheerilee said with that same satisfied smile, “That I was impressed with your mathematical abilities, and wanted to give you some personal tutoring in more advanced studies. They don’t know you’re in detention at all.”

Peachy felt kind of like she was falling, with prickles all over as she said faintly, “What?”

“Peachy Pie, how would your parents punish you if I told them you were in detention?” Cheerilee asked, her face falling serious. “What do you think they would do?”

“P-put me in a reform school?” Peachy asked dazedly.

Cheerilee did not like that one bit. It was the first time Peachy Pie had seen her teacher’s ears go back. “And did they tell you that they *can’t* put you in a reform school?” the teacher asked calmly, “That only the police can do that, if you get sentenced to a crime in court?”

Peachy kind of fishmouthed.

“We’re going to... talk more about your parents later,” Cheerilee said, her ears returning to their perky upward position, “But for now, you can rest easy, because you’re in an advanced math class, not detention. I only called it detention, to see how you felt about that.”

“B-but I said a bad word!” Peachy blurted out.

That made Cheerilee smile, “Oh don’t worry,” she said, turning and flipping her tail casually in the filly’s direction, “You’ll be doing a lot more than that before we’re done here.”

***

Peachy wasn’t sure if she was in trouble or not. Sure Miss Cheerilee said she wasn’t gonna tell her parents, but Peachy wasn’t sure Miss Cheerilee was safe anymore! The teacher was acting both scared and confident, and it was weird, because Cheerilee just looked at her with a hungry hopefulness, as if she expected Peachy to do something. And she didn’t even care about the bad word, and said it was gonna get even more than that?

“Well, okay first, I’ll go out and say it,” Cheerilee said, ceasing her thoughtful pacing, “Stupid butt.”

Peachy Pie blinked.

“The secret is that it doesn’t matter what words you use,” Miss Cheerilee explained, “The problem is you were using them in anger. You could have called him a wonderful friend, and if you shouted it at him, then that’s as bad as saying butt, or even...” her voice dropped to a loud whisper, as she said, “...fuck.”

Sunny declared in wonder, “You mean we can say words like... f-fuck and shoot, and... it’s okay?”

“Yes, it’s perfectly okay, and there’s nothing wrong with you for saying them,” Cheerilee offered cautiously, “But this is secret for a reason. Lots of other ponies really do get upset if you say a bad word, and you shouldn’t say them unless you’re sure everypony around knows that the words don’t matter. And it isn’t good to say mean things to your friend no matter what word it is, but what do you think the solution to that is? Should I punish Peachy Pie for getting angry, or should I