It didn't take much convincing for Apple Bloom to get permission from her family to spend the night at Whiteshadow's house. There was a bit of concern at first - mostly on Granny Smith's part - that they didn't know much about the family and perhaps they should invite everybody over for a meet-and-greet meal; but Apple Bloom argued that they had already met Whiteshadow, it wasn't a school night, and she'd be only a 20 minute gallop away if something came up.

"Didn't ya have plans with yer crusadin' club tonight?" Applejack had asked.

Her argument with Scootaloo and Sweetie Belle that day at school was still a sore spot in her mind - something she had spent the entire walk home thinking about - and she ended up telling a lie about how they had cancelled the meeting. Her big sister held the Element of Honesty, so she felt bad about lying to her. However, it was easier than explaining the truth.

"Especially, since I don't even know what the truth is!" she had thought to herself.

*****

The directions that Apple Bloom had been given took her to a simple-looking house relatively close to the town center, not that far from the schoolhouse.

As the red-headed filly trotted over to knock on the door, she began to feel nervous but wasn't sure why. She attributed it, though, to this being the first time she was at Whiteshadow's house. Deep down, however, she was certain what the real reason was; she just didn't care to think about it.

When the door opened, a white stallion who looked to be in his teens stood there with an annoyed expression that quickly changed to passive apathy when he saw Apple Bloom.

Apple Bloom's nervousness increased under his gaze and, afraid maybe she got the directions wrong said, "Um...is this Whiteshadow's house?"

He turned his head and yelled, "Shadow! Your friend is here!" then turned back toward Apple Bloom and half-smiled, "She'll be up in a second."

Apple Bloom nodded at the stallion, who continued to stand there looking down at Apple Bloom with an unreadable expression. She shuffled her hooves uncomfortably for what seemed like forever until...

"Hey, Apple Bloom!"

The stallion wandered off with an eyeroll and was replaced in the doorway with Whiteshadow. Apple Bloom's stomach did flip-flops at her smiling face, "H...hey, how's it goin', Whiteshadow?"

"It's going good! I'm glad you could find the place okay. Wanna come inside?"

Apple Bloom followed the dark-haired filly inside and ended up in a small, cramped hallway, the smell of sweat and cologne thick in the air.

"Sorry about my brother," Whiteshadow said, motioning with her head up a flight of stairs, "He's got a date tonight, so he's been a bit of a donkey."

"Have not!" a voice yelled from the top floor of the house.

"Anyway, he'll be leaving soon." she then leaned in close to Apple Bloom - the farm filly stepping back a bit out of reflex, and whispered, "There's actually something in his room that I'd like to show you...something that he would kill me if he knew I knew about."

Apple Bloom swallowed hard. Having Whiteshadow so close to her for the second time today made her feel...something, but she wasn't sure what. Whiteshadow smelled nice too. When the filly looked at her with those big, blue eyes, it made her want to...

"You must be Apple Bloom!"

The farm filly squeezed her eyes closed to clear some very weird thoughts from her head, and when she opened them again, there was a tall, white stallion with gray hair and glasses looking down at her with a big, toothy grin.

"Hello to you! I'm Grayhoof, Shadow's father; I've heard lots about you from her since we got here!"

"Aw, jeez..." Whiteshadow said, looking down at the floor with a frown.

Apple Bloom found herself smiling at the kind stallion; he seemed really likable and more the boisterous style that she was used to from her own family. He put his large hoof around her shoulders and eased her forward.

"Pleased to make your acquaintance, sir." Apple Bloom said to him, the two of them walking down the hallway together, leaving Whiteshadow following behind.

"I've also heard lots about your family and your farm. A big name in Ponyville, the Apple family, it appears. Shadow tells me that they are one of the founding families of the town?"

Apple Bloom wasn't used to being the center of attention and felt her cheeks flush a bit, "Y...yes, sir."

They walked into the kitchen, where a bunch of pots and pans were boiling and sizzling on the stove. Everything smelled really new to Apple Bloom - nothing like the apples back home.

Grayhoof turned the burners down on the stove, then turned back toward Apple Bloom and Whiteshadow, "I don't know if Shadow told you or not, but I'm a historian by trade. History...genealogy...archival research...all that. I would love to meet your kin sometime! They must be just fascinating to listen to!"

Apple Bloom smiled knowingly and nodded. "This stallion would love Granny Smith", she thought to herself.

He clapped his hooves together and said, "Well, I hope you fillies are hungry! Dinner should be about ready! I have some work to do tonight, so I'll be in my room if either of you need me. Shadow can tell you where we keep the towels, if you'd like to wash up, and you both are welcome to anything you want from the kitchen. Don't eat too many sweets, and don't stay up too late! I'll see you both in the morning!"

With that, he tousled Whiteshadow's mane and left the kitchen.

Apple Bloom watched him continue down the hallway and into a room at the end, then turned to Whiteshadow with a curious expression. As if reading her mind, she said, "Dad has an office set up in his room and, most nights, he eats an early supper and works until late."

Apple Bloom bit her lower lip. She'd never been alone with Whiteshadow for any real length of time. It's not that she didn't want to be alone with her. Actually, if she thought about it, the idea of it was...

She quickly shook her head and said, as a way of changing her thoughts to something else, "So, y'all ready to eat?"

Whiteshadow nodded, and the two fillies grabbed plates and took bits and pieces of food from every pot and pan. Apple Bloom was too embarrassed to ask what everything was, and thought that she'd be too polite to say if she didn't like it, so she figured she'd give it a try and hope for the best.

While it wasn't apples, she actually enjoyed the strange food, and the two fillies chatted over their meal about school, life and everything. Their conversation was briefly interrupted by Whiteshadow's brother silently trotting through the kitchen to grab a quick sandwich and then heading out the door, but it started up again as soon as the door closed. Apple Bloom felt much less uptight around Whiteshadow than she ever had before, and it was with a bit of disappointment that the meal ended, and Whiteshadow got up to wash their dishes.

As Apple Bloom watched her friend scrub the plates with a brush on her hoof, her mind went back to the fight she had earlier that day at school. She realized how unfair it was of Scootaloo to suggest that she needed to pick between Whiteshadow, and her other friends. There really was no reason why they all couldn't just be friends...was there?

"Apple Bloom?"

The farm filly looked up to see Whiteshadow standing beside her, drying her hooves off with a towel.

"I'm all done here...did you want to head up to my room?"

Apple Bloom smiled and stood up, the fillies going to get Apple Bloom's overnight bags and then going up to Whiteshadow's room.

Whiteshadow's room was a fair bit smaller than Apple Bloom's own back on the farm. But it seemed...cozier, Apple Bloom supposed, with its old furniture and books. While the red-headed filly set up her sleeping bag, her friend sorted through a cupboard and, with squeal of excitement, she pulled out a gameboard for Dragons & Unicorns.

"I was hoping I could find this! Now we can find out who the best player is!" Whiteshadow said excitedly, setting up the game.

Apple Bloom smiled, but her mind wandered back to her shattered gameboard, sitting in a hidden corner of her room. She still remembered bucking it, and the emotions that she was feeling at the time. But she didn't dare let those feelings out and risk a recurrence of what happened the last time.

"Sounds great!" she said, trying to sound as excited as possible.

The two ponies played the board game for what seemed like forever to Apple Bloom, until finally Whiteshadow managed to win. Apple Bloom feigned disappointment, but really she was happy that it was over. She never really understood why ponies liked that foals' game.

"And the crowd goes wild!" Whiteshadow said after putting away the game, clapping her hooves together to imitate applause sounds,

Apple Bloom smiled, "You're so dopey!" and playfully shoved her friend with a hoof.

Whiteshadow grabbed a pillow and smacked Apple Bloom gently with it, and Apple Bloom smacked her back with her own pillow, a bit harder.

"Hey!" Whiteshadow yelled, giggling, and the two fillies chased each other around the room, throwing pillows at each other.

After a while, Whiteshadow yelled, between fits of laughter, "Okay, okay! Enough already! Let's do something else!"

Apple Bloom acted like she was going to throw another pillow, but then dropped it and sat down on the floor beside Whiteshadow.

"So...what do y'all wanna do now?"

Whiteshadow thought about it and, suddenly, her eyes opened wide and she grinned.

"Want me to sneak into my brother's room and get that thing I told you about earlier?"

Apple Bloom suddenly felt her anxiety rising again.

"Uh...shore, I s'pose." she said, hesistantly.

Whiteshadow got up quickly and softly padded across the floor and out the door, leaving Apple Bloom sitting on the floor, rubbing the back of her neck nervously. When she returned, she was carrying a small wicker box on her back.

Gently easing it to the floor, she nudged it with her nose toward Apple Bloom and looked at her expectantly, barely able to stifle snorts of laughter.

Apple Bloom looked back, a nervous smile on her face, "What...what's in it?"

Whiteshadow giggled and said, "Open it!"

Apple Bloom gently reached her hoof forward, feeling like she was Daring Do trying to snatch the gold statue from the temple, and eased the lid up from the basket. She leaned forward and curiously glanced at what was within, then leaned back and took a deep breath. For all of her concern, there just appeared to be a pile of magazines inside with pictures of mares on the front.

"Ah don't understand what's so funny about a pile of books with mares on them." Apple Bloom said, confused.

Whiteshadow rolled back on her haunches with laughter. Apple Bloom was starting to get annoyed; she didn't understand why the filly was laughing at her, especially what was so funny about these silly magazines. She picked one up in her hooves and read the cover:

Rustler Magazine: a gentlestallion's choice for adult entertainment

See Lilac get stuffed by two stallions at once!

Pg. 12-14 - Mares tell all about the first time they squirted during sex!

Velvet Rose is a dirty pony that can't function without 25 orgasms daily!

As Whiteshadow continued to roll around on the floor in laughter, Apple Bloom's face turned a progressively-darker shade of purple with every lewd title she read. She slowly, tentatively, opened up one of the magazines and stared, wide-mouthed, at the pictures she saw within: mares taking stallion penises into their mouths, mares spreading their legs wide, and looking off the page at Apple Bloom with eyes that stared straight through her body and made her feel things she'd never felt before.

The white filly finally stopped laughing and, sitting up again, she smiled at Apple Bloom and said, "So, what do you think?"

Apple Bloom's mouth had been hanging open for a number of minutes, and when she tried to respond, it came out in a dry croak, "Your...your brother looks at these...pictures?"

Whiteshadow shrugged and giggled again, "I guess so. I seen him take one of these into the washroom sometimes, and then he makes all kinds of weird noises. When he comes out again, he looks like he's run a race."

Apple Bloom looked down at the pictures in the magazine. She heard colts around the schoolyard accusing each other of "playing with" themselves, and she sometimes had weird feelings between her legs when she washed herself 'down there' but she'd never dream of doing...the kinds of things that these ponies were doing to each other and...themselves. The more she looked at the pictures, the weirder she felt. Part of her was disgusted, but another part of her - particularly the part between her legs - was curious. Curious if doing these things really made a pony feel as good as the mares in these pictures looked like they were feeling.

Suddenly, Whiteshadow reached over and snatched the magazine out of Apple Bloom's hooves.

"Hey!" the red-haired filly protested, "What's the big idea?"

Whiteshadow laughed, "You've got to see something! Wait a sec..."

She tossed the magazine into the box and searched through it until she found another one, with another lewd looking mare on the cover. She quickly flipped through the pages until her eyes lit up and she smiled really wide.

"Check this out, Apple Bloom!" she said, giggling and handed the magazine back to her with the page open.

Apple Bloom looked at the page that her friend had pointed out and saw a picture of a mare that appeared to have her tongue against the private area of another mare. Her cheeks remained flushed and she felt her breathing quicken.

"Was this really something that mares did to each other?" she thought to herself.

She unconciously began squeezing her back legs together as she looked at the pucture.

"What are you doing?"

Apple Bloom suddenly realized what she was doing and stopped quickly. "I dunno...sorry." she mumbled and turned away from her friend.

The two sat in silence for nearly a minute. Apple Bloom didn't know what she was feeling, or why. She looked slowly up at Whiteshadow again, seeing her idly looking through one of the magazines, and began to feel those weird feelings again that she always felt around her: the pains in her stomach and chest, the dizziness and nausea, the desire to do something, but not know what that something was, the confusion and anxiety. Could it be that these feelings had something to do with the pictures in the magazines?

"Whiteshadow?"

"Yeah?" the filly said softly, looking up to meet Apple Bloom's gaze. There was no hint of the giggling pony that she had seen earlier.

Apple Bloom took a deep breath and said, "Do you...umm...like, ever have this feeling...like....when you...like, when you feel really sick, but you're not sick. Sometimes...I dunno...you feel like you might have the flu, but instead of having a fever or a sore throat, you...kind of...cry?"

"Cry?" Whiteshadow asked, confused, "Why would you cry?"

"Just never mind!" Apple Bloom said, frustrated. She was sorry she even brought it up. She stood up and walked over to her sleeping bag, and sat down beside it, facing away from Whiteshadow. She felt frustrated and upset, and part of her wondered if she could just go home and forget about all of this.

She suddenly felt a hoof on her shoulder, and she turned around and saw Whiteshadow sitting next to her. The white filly brushed the hair from her face and looked at Apple Bloom curiously.

"Apple Bloom...why didn't you find those pictures funny?"

Apple Bloom shrugged, "I dunno. I guess maybe because..."

"Because what?" Whiteshadow asked, her face inches away from Apple Bloom.

Apple Bloom's face flushed.

What do I have to lose?

"...because...ah get these...feelings when I'm around you, and I got the same feelings when I looked at those pictures."

Whiteshadow pulled back and bit her lip, "Oh..."

Apple Bloom quickly added, "But it's not like ah want to...you know...do those things with you?"

Whiteshadow shrugged her shoulders and, after a few moments, said, "If you wanted to, we could."

Apple Bloom looked at her friend with a wide-eyed expression, unsure if she heard her right. "Pardon?"

Whiteshadow looked right into Apple Bloom's eyes and said, "I want to, if you do."

Apple Bloom didn't know what to say. She didn't know if it was just the fact that she was tired, or maybe she had lost her mind. She half-expected the pony to start laughing again, and claim that she was just kidding; but looking into her eyes, Apple Bloom could see that she was serious.

The two ponies stared at each other for a while, their faces both a rosy-red and their breathing a quick pace.

"So...umm...how do we start?" Apple Bloom asked, tentatively; still not sure that this was really happening and not another one of her crazy dreams.

Whiteshadow shrugged again, "Well...in the pictures, it sometimes shows two ponies kissing."

"O...okay." Apple Bloom stammered. She looked at Whiteshadow and thought about how to proceed. She'd never kissed anybody except for her Granny or her sister. And that certainly didn't lead to anything more, so that must have been a different type of kissing.

"So...did you want to, or..." Apple Bloom started, but she was cut off by the white filly in front of her leaning in and planted her lips on Apple Bloom's own. The farm filly's eyes opened as wide as saucers as her friend continued to mash her lips awkwardly against Apple Bloom's. While the kiss was one filled with inexperience, Apple Bloom felt her heart quicken and her eyes slowly closed. Fireworks seemed to go off behind her eyelids and she felt herself sweating between her legs - at least she thought it was sweat.

When Whiteshadow pulled away, Apple Bloom's eyes opened and the filly smiled at her.

"Sorry...I wasn't sure who should start, so I figured...it might as well be me."

Apple Bloom let out a breathless laugh, but deep down her heart soared. The reality was that all of those weird feelings suddenly made sense to her. It was as though she'd been waiting for Whiteshadow to kiss her for weeks.

"So...what's next?" Whiteshadow asked.

Apple Bloom thought about it, and she could really only think of one thing.

"I like what those ponies in the picture you showed me were doing."

Whiteshadow's pale face blushed a deep shade of red.

"O...okay."

Author's Note

Another chapter down. From here on in, things should start to get really interesting.:-)

As always, comments are welcome!