(Viewer Discretion is advised. Clopfic 18+ only... unless you're a rebel.)

Applebloom sat silently at her desk, bored out of her mind. Ms. Cherilee was a good teacher and was like a good friend to her but these lessons can get quite hard. Babs didn't go to this school but Cherilee agreed, quite enthusiastically, that it would be good for her to learn. Applebloom was just glad she got sit next to her in class. She looked over to Scootaloo who had her head on the desk, sleeping like always. Ms. Cherilee had gotten mad a lot of times at Scootaloo but she, in the end, accepted it like it was a law of nature or something. Sweetie was staring off into space, a dreamy expression with a smile plastered upon her face. It was so strange to see her like this... it was one night and she was acting like she was in love with Spike. Whatever it is Applebloom would support her friend until the end. She realized she had not been listening for the longest time and looked up at Ms. Cherilee again.

"Can any of you tell me about the coronation of princess Celestia and how long ago it was?" Ms Cherilee said, looking around the room for any volunteers. Suprisingly, Scootaloo raised her hoof, which stunned Ms. Cherilee and the rest of the class. Normally, Scootaloo would just sit there and be quiet, but this time she had actually volunteered.

"Y-yes Scootaloo?" Ms. Cherilee said, excitement in her voice. Scootaloo hesitated at first and then looked at Applebloom and looked back at Ms. Cherilee.

"Well... wasn't it about ten thousand years ago? And... wasn't there this whole thing about the gryphons invading the old palace?" Scootaloo said, suprising the class and Ms. Cherilee even further than they already were. She had volunteered and got it right. This was truly a strange day indeed. They looked at Scootaloo like she had just done something amazing. Scootaloo looked around, with a nervous expression.

"Yes... you're right! Keep it up Scootaloo!" Ms. Cherilee said, enthusiastically. This caused Scootaloo to blush and put her head onto the desk and cover her face with her hooves. Applebloom grinned at Scootaloo and looked back up at Ms. Cherilee, whose smile had widened. The rest of the day, Applebloom kept stealing glances at Scootaloo and Babs. They looked so pretty, it was hard to believe she had not noticed this before. The way Babs's flank curved was enough to make Applebloom's mouth water. She looked at Scootaloo and looked down at her flank. She got a nice view of her flank and the crack. What she wouldn't do to slip her hoof in and... no. If she thought about it anymore she would probably find herself tackling Scootaloo with naughty things planned. She got a hold of herself and paid attention to Ms. Cherilee and her boring lessons.

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-After Class-

Class was dismissed once the bell rung and the young ponies ran out, laughing. Applebloom got up and narrowly dodged featherweight as he ran past her, not caring if he knocked her over or not. Applebloom glared after him and walked towards the door. She was stopped by Ms. Cherilee who looked at her with concern.

"Are you okay Applebloom? You seemed distant today. Is something wrong?" Ms. Cherilee asked with concern in her voice. Applebloom raised an eye brow and was confused. Oh no... had she given something away when she looked at Scootaloo and Babs? Ms. Cherilee seen her expression of alarm and was immediately suspicious.

"You know, Applebloom. You can tell me anything; you know that right?" Ms. Cherilee said. Applebloom tried to think up something but couldn't. She then decided that the best course of action was to exagerate the truth.

"Well... there is this other pony. ah..." Applebloom began, blushing a deep red. Ms. Cherilee giggled and smiled.

"Come on, you can tell me. You don't even have to tell me who it is" Ms. Cherilee said grinning. Applebloom gave the room another once-over confused on how to go about this awkward situation.

"Well... what if ya like a pony... like like them. And ya don't know what to say?" Applebloom asked, not wanting to give any names out.

"Just tell them how you feel. Chances are, if they feel the same way they will confess as well if you do." Ms. Cherilee said, smiling at the young filly. The lessons in this classroom may be hard and boring but Ms. Cherilee seemed to always know what would cheer Applebloom up. Applebloom thanked her and walked out the door and was greeted with three fillies shooting questions at her.

"Why did Ms. Cherilee need you?" Sweetie Belle asked. Applebloom looked around alarmingly, not knowing what to say.

"Just some homework..." Appleloom said quickly, although by the looks on their faces she didn't think they believed her. But they let it go and they walked down the path, giggling and talking about what they could do for their cutie marks. Applebloom was distant the entire walk to the farm, confused about which filly she wanted to tell. Maybe Sweetie could help her? no... she can't keep a secret. She looked at Babs whose flank moved rather suggestively at Applebloom. Her tail flicked to the side once allowing her to see the nether regions of which she so wanted to be deep in right now. A fleeting glance was all that was needed... Babs was who she had to tell first. Scootaloo had to take up some flying lessons with Rainbow Dash and couldn't come with them. Sweetie Belle was going to go have a date with Spike, which seemed like all they did. Atleast she thought that was all they did on these "dates." After the two other fillies went off their own ways, it was just her and Babs left.Applebloom looked around nervously, unsure of how to do this. Babs looked at her and seemed to know that something was wrong.

"Applebloom... are you okay?" Babs asked, concerned for her friend. Applebloom looked down at the ground for a little bit. How was Applebloom going to tell Babs that she loved her? Sure they had done a few things but that didn't mean anything. Did it?

"Applebloom?" Babs asked, even more concerned with her friend's silence. Babs put a hoof on Applebloom's shoulder to stop her. Applebloom looked off to the side and then looked back up at Babs.

"Babs... do ya love me?" Applebloom asked. Babs looked suprised and then smiled.

"Yeah... why?" Babs asked Applebloom who blushed and looked down at the ground again. She had done things with Scootaloo and Sweetie Belle along with Babs so she didn't know if it was just a mutually beneficial kind of thing or...

"Ah just thought that what happened in the barn was just our... horniness? ah think that's what the magazine said it was...." Applebloom asked. All of a sudden Babs kissed her on the lips. Applebloom was suprised at first but then relaxed into it, enjoying every moment.

She pulled away, leaving Applebloom wanting more and said mischeviously, "Why don't we go somewhere... private." Applebloom nodded and they ran off of the path and across the field. They got in behind a bush and Babs immediately started to sloppily make out with Applebloom. Applebloom moaned in return and her eyes were wide. After about ten seconds of awkward kissing, Applebloom got used to the feel of Babs's tounge slide around in her mouth, making contact with her tounge. While they were kissing, Applebloom brought a hoof up to her bow and untied it. Her cherry red hair fell down to her shoulders. The bow was just to keep her hair up whenever she worked but Applebloom had gotten quite fond of it and usually wore it whenever she could. She let the bow fall on the ground and brought the same hoof up to Babs's cheek and stroked her. Applebloom slowly and teasingly moved her hoof across Babs's cheek and gently grabbed a hoofull of her mane. She slowly brought them down into a cuddling position, still kissing and moaning. Babs pulled back and gave her another quick kiss before pulling back. They stared into each other's eyes, hoping that this moment would never end.

Applebloom was the first one to make a move and put a hoof around Babs and pulled them closer. Applebloom could feel Babs's warm breath brush against her now blushing cheeks. The feel of being entwined with her was bringing those strange feelings up again. If this happened to be a dream... she hoped she would never wake up.

"Babs... ah love you so much..." Applebloom said with a hint of a smile touching her lips. Babs innocently smiled back at her and only answered with another make out session, yet not as sloppy as before. Applebloom could feel Babs's hoof slowly trail down her body as she made her way to Applebloom's nether regions. The way her hoof tickled her coat as she made her way caused her to moan into Babs's mouth. As soon as Babs reached her destination, Applebloom gasped as the sensation of being in heaven clouded her mind. Pleasure contracted throughout her body and her stomach quivered and shook as each slow rub sent her reeling. Applebloom felt she wasn't giving Babs enough attention and tried to repeat what Babs had done and slowly moved her small hoof across Babs's stomach, relishing feel of Bab's soft coat. Babs started to moan in pleasure. Applebloom felt Babs's stomach contract as she slowly made her way to the lower regions of her. Applebloom moaned louder as Babs quickened her rubbing. She could feel her lips parting and a few stray strands moving with Babs's hoof and then snapping the connection as she moved to far for it to follow. She repeated this process, the feeling getting more amazing by every second that ticked by.

Every other time they had done something like this it seemed... messier and sloppier. But this felt right... it felt like they were doing something right. Through each other's soft pleasured moans and gasps she could hear the birds tweeting and could feel the wind slowly caress her body and tickle her coat, making her shudder. She paid no heed to this as every surrounding was nothing but a fading thing. If a pony were to come by right now she could care less. Applebloom finally got down to Babs's lips and could feel them seperate as she slowly rubbed and caressed them like they were the most precious thing in the world.

Babs pulled back from Applebloom's lips and said with a content smile on her face, "I love you too Applebloom..." And with that she kept rubbing at Applebloom's wet nether regions and dove in for another kiss. She used her other hoof to stroke Applebloom's cheek and stroke along the back of her head. This had to be a dream to be so... perfect. Applebloom opened her eyes again, still holding the romantic kiss and studied the contours of Babs's body as it contracted and shook. In the sunlight Applebloom caught her breath as she saw the most beautiful sight she had ever seen. She had never noticed this before but the simple innocence and prettiness of Babs could make Applebloom cry with joy. Of all the fillies in the world, she was glad she was coupled with such an amazing pony. At the sight of this, Applebloom was on the verge of release and cried out into Babs's mouth. Babs heard this and rolled on top of Applebloom and then positioned her lips above Applebloom. Applebloom was immensly confused by this and raised an eyebrow.

"Babs what are ya..." Applebloom began, but suddenly gasped as she felt Babs's lips rub up against hers. Whatever she was doing... Applebloom wanted more.

"Oh... Babs... Babs..." Applebloom said between gasps and moans as Babs rocked her world. Babs grinned and then gasped as she felt Applebloom's orgasm and felt the juices rush out and coat her own sex. Applebloom whipped her head back and screamed into her hoof as the full force of her orgasm riveted her body. babs leaned down and kissed Applebloom again, this time having her orgasm with her partner. They both shook as the pleasure ripped their composure apart. They screamed into each other's mouths and rolled around in the grass. After about ten seconds the mind blowing orgasm they had shared subsided to mere embers of whimpers. They got back into a cuddling position and stared into each other's eyes yet again.

"Ya think we should go wash off?" Applebloom asked Babs who snapped out of her trance.

"Can we just sit her for a bit... and hold each other?" Babs asked with hope in her voice.

Applebloom smiled wider and said, "Ya... we can wait... Applejack isn't expecting us back until 5'O clock." Babs smiled again and they cuddled up against each other, loving every intimate moment they shared. At first, Applebloom was confused if Babs actually loved her, but now... there was no doubt in her mind. The feeling was mutual....

For the longest time, they laid there basking in each other's gaze. Every once in awhile they rubbed a hoof through each other's manes or stole a small kiss. Applebloom had never felt anything like this in her entire life and truth of the matter was... she loved Babs seed.

Author's Note

Well, there it is guys! Hope you enjoyed!

stay awesome!

-Brohoof-