Apple Bloom and Whiteshadow sat across from each other on the floor of Whiteshadow's room, their eyes flitting around nervously. For nearly two minutes, they both stared at the floor, rubbing their hooves against the carpet and shooting awkward smiles at each other.

"Okay..." Whiteshadow whispered again, finally, "So...what...I mean...how do you...do we...um..."

She trailed off and shot a glance over at the box of magazines, her bright red face appearing to shine in the candlelight of the room.

Apple Bloom looked at her friend and whispered back, "Ah...ah don't really know. Are you going first...or am ah?"

"First for what?"

Apple Bloom shrugged and picked up a magazine, looking at the picture inside of the two mares doing what she suggested they do. She looked up again at her friend...

"First to...um...put your mouth...down there."

Aaron shook her head and backed up a few inches, "Nyuh Uh, not me. I just...I can't go first. It was your idea, so...you should go first."

"Well, why should ah have to go first?" Apple Bloom replied, partly to Whiteshadow but also partly to herself.

The two sat in silence, both unable to look at each other. Apple Bloom's thoughts were filled with that picture from the magazine, only with the faces of those two painted mares replaced by those of her and her friend. She thought about that awkward kiss between the two of them, and how weird it had made her feel. She looked over at Whiteshadow and her stomach did flip-flops the way it always did when she was around her. She still didn't fully understand why she felt this way, and she also didn't really want to be the one to initiate this type of thing. However, the idea of doing it somehow made her feel less bad than the idea of not doing it, so...

"I'll do it..." Apple Bloom whispered softly.

Whiteshadow turned toward her, "Huh?"

Apple Bloom gathered her courage - this was her idea after all - and said with a nervous sigh, "Ah'll...go first...on you."

Smiling nervously, the red-faced white filly quickly looked down between her legs and replied, "O...Okay."

The farm filly took a deep breath and whispered, "Okay...here goes, ah s'pose. Um...maybe lie back, like the mare in the picture was doin'."

Whiteshadow seemed to swallow hard and, with a quick nod, slowly leaned back until she was lying flat on her back. Her back legs remained tightly closed, as if sensing what was coming, and her front legs were over her face.

Apple Bloom bit her bottom lip in concentration and got onto her stomach in front of her. Looking up at the face of her friend, her arms crossed over her eyes, she said softly, "Um...could ya...I guess...well..."

Whiteshadow lifted up her front legs a bit, so Apple Bloom could see the shimmer of her eyes beneath them...

"Could I what?"

Apple Bloom giggled nervously, "Um...ah think you need to spread your legs so that ah can...you know...get there."

"Oh." Whiteshadow said, "Right..."

She slowly took in her breath and, holding it, she spread her legs apart before letting her breath out quickly.

Apple Bloom moved forward slowly until she was only a few inches away from her friend's private area. She'd never seen one before - besides her own, of course, and definitely never taken the time to examine it in any detail.

"It kind of looks like a flower in the early summer," Apple Bloom thought to herself, "with the petals still closed up, before the warm weather makes them bloom."

Whiteshadow's pale gray lower lips remained tightly closed, with just a hint of moisture visible between them. Apple Bloom moved a bit closer and inhaled deeply. It smelled kind of like how she smelled after she'd spent the day bucking apples on the farm, but...different somehow. There was something else there that Apple Bloom had never smelled before, and it made her a bit dizzy, her breath quicken, and her body tingle all over. The more she looked at Whiteshadow's fillyhood, the more she became convinced that it was the most amazing, most beautiful thing she'd ever seen.

Her reverie was broken by a soft voice above her that whispered, "So...are you going to do it?"

Apple Bloom's nerves flared up again, but only for a moment. She could feel her own private area getting warm with the idea of what she was about to do, and, despite herself, she giggled.

"What's so funny?" she heard her friend ask nervously.

"N...nothing." Apple Bloom replied, barely whispering. Truthfully, she wasn't sure why she giggled, except...she was just so happy.

Slowly, she opened her mouth and extended her tongue. She moved her face forward until her nose grazed the space between Whiteshadow's vaginal lips.

Suddenly, Whiteshadow jumped like she'd been hit by a bolt of lightening and whispered loudly, "T...time out for a sec!"

Apple Bloom looked up, concerned, "Wha...what's the matter? Did I do something wrong?"

Whiteshadow slowly lay back down again, her body seeming to relax a bit, and she said softly, "Just go slow, okay? I mean, like...you were going slow, but...but be careful and don't...I mean, you have to stop if I say so, okay? If I say to stop, you have to stop, okay? Right away, okay? I mean, if you don't, then...Well, just...oh...I don't know..."

She covered her eyes with her hooves and let out a sigh.

Apple Bloom frowned and said slowly, "Sh...shadow...we don't have to do this, if you don't wanna..."

"No, I do!" she said a little louder than Apple Bloom would have liked, then said a bit softer, "I'm just nervous, I guess. Nopony...has ever touched me there before."

Apple Bloom bit her lower lip and started to sit up, expecting that this would be as far as they'd go, when she saw her friend's hooves come down on her head and gently push her down between her legs again.

"Please...please do it." she heard Whiteshadow say, her legs spreading apart wider.

Apple Bloom moved down again and, once more, moved forward until her nose was between her friend's private lips. She felt Whiteshadow tense up slightly, but start to relax immediately afterwards. Slowly, tentatively, she extended her tongue and gave a small lick between her friend's folds.

She heard a gentle moan from above her, but Apple Bloom's main focus was on the taste of her friend. It was unlike anything she'd ever had before, not quite sweet or sour but still wonderful. Whiteshadow had told her to go slow, but it took a lot of restraint to abide by that as Apple Bloom longed to dive in deeper and see if it continued being as wonderful as the first taste was. She wanted to continue...needed to.

She began to run her tongue up and down between her friend's folds, tasting her juices as it began to become gradually more moist, and nuzzled her nose against every part of it. It was like an apple pie that tasted so good that you needed to bury your face in it to experience it fully. So that's what Apple Bloom did. Every lick she took, and every move she made elicited a new moan, sigh, and gulp from her friend. The only coherent thing she heard Whiteshadow say was every few minutes she would whisper, "Please don't stop!"

Apple Bloom didn't know much about filly anatomy, but she definitely learned quickly all the parts of her friend's private area that made her feel the best. She soon discovered what made Whiteshadow moan the loudest was when she quickly flicked her tongue all around the outside of the opening between her folds, while nuzzling her nose against the stiff little nub at the top. When she did that just right, the white filly's bottom would lift off the floor and she would gasp and pant like she was trying to catch her breath. She also found that the more moisture her friends' filly parts made, the tighter her body became and the more noises she made.

The only bad part of this - if there could truly be said to be a bad part - was that the more Apple Bloom licked her friend, the more her own private area throbbed and itched, begging for some kind of attention. She never really thought about directly touching herself there, but seeing how good her tongue was making her friend feel, she wonders if a hoof would feel any different. While she continued to lap at her friend's fillyhood, she slowly snaked a hoof underneath herself and began idly rubbing.

She gasped at the feelings within her body, noticing a pressure that began in the bottom of her belly and spread out throughout her vagina. She stopped her personal pleasuring, though, as suddenly Whiteshadow's hooves tightly pushed against Apple Bloom's mane and she whispered, "I'm...nearly there. Just...don't...stop!"

" Almost where? " Apple Bloom thought to herself, but she definitely had no intention of stopping so she continued her oral pleasuring of her friend, all the while wondering if she'd be willing to do the same to her, once she got...where ever she was going.

She seemed to get there shortly afterwards, however, as Apple Bloom felt her arch her back and push her private area hard against her face. Apple Bloom could feel her tensing against her face, and a new wave of moisture flowed over her lips. It only seemed to last a few seconds, and then she felt her relax onto the floor, her hooves flopping to the side. Apple Bloom had stopped doing anything when her friend started tensing up, fearing that she was in some kind of pain, so when she relaxed, Apple Bloom looked up to check on her.

Her friend smiled, her eyes closed, so Apple Bloom surmised that she was okay. Still...

"Are...are you okay?" she inquired softly, unconsciously wiping the moisture from her face with the back of her hoof.

Whiteshadow's eyes opened slowly, her black mane stuck to her face with sweat, and looked over at Apple Bloom with a weary smile, "Y...yeah. I think so. I came, I think."

"Came where?" Apple Bloom asked, confused.

Whiteshadow giggled and replied, "It's like...when you touch your privates until you get this really good feeling. But...I didn't know you could do it with your mouth."

Apple Bloom looked away, blushing. She'd never touched her privates before, until just a few minutes ago, but it felt pretty good then, so she'd have to try it on her own sometime.

Whiteshadow moved closer to Apple Bloom and, biting her lip, whispered, "So...um...what do you want to do now?"

Apple Bloom looked at her friend again, their faces nearly touching, and was overcome with feelings that were starting to make sense to her. The thing she just did for her friend...the pleasure that she gave herself while doing it...everything seemed to point to her feeling the way about Whiteshadow that she always expected she'd feel about a stallion someday. Could it be that Apple Bloom...

Apple Bloom leaned forward and, just as her friend had did to her, pushed her lips against hers. She closed her eyes and tried her best to do what she saw in the magazines and read about in books. Whiteshadow didn't reciprocate, but allowed Apple Bloom a few seconds, before gently pushing her away with her hoof.

"Wha...what's the matter" The redheaded filly said, confused why her friend broke their embrace.

Smiling, Whiteshadow said, "I'd like to have a turn now."

The feeling in Apple Bloom's face from kissing Whiteshadow moved downward quickly to rest in her private areas. Unlike Whiteshadow, Apple Bloom was quite aroused by the time her friend positioned herself between her legs, and there was no hesitation when she felt the first touch of the white filly's nose and tongue against her fillyhood.

If she thought that her hoof had felt good, they were nothing compared to the feelings she got from Whiteshadow's persistent, awkward prodding at her most sensitive parts. She felt a pang of sadness at all the time she had avoided touching herself down there.

"If only I'd known!" she thought to herself.

Her mind quickly went blank, however, as Whiteshadow seemed to know exactly how and where to touch Apple Bloom to give her the most pleasure.

"Oh Celestia!" she cried out, louder than she should have, as Whiteshadow took the sensitive little nub at the top of her private area into her mouth and lashed it with her tongue.

She felt a quickly growing pressure in her vagina and other private parts, like a balloon that was filling with air, and she wasn't sure what was happening.

"Wait!" she yelped, "Some...something is happening! I don't know..."

Her friend suddenly pulled her face away and looked up at her, while her hoof continued to rub quickly over Apple Bloom's folds.

"It's okay..." Whiteshadow said with a smile, her face moist with Apple Bloom's juices, "we can stop if you want."

Apple Bloom closed her eyes so tightly that she saw stars, "No! Please no, don't stop! Don't ever stop!"

She lifted her bottom off the floor to press into her friend's hoof and felt all of her pleasure release itself in one huge wave that made every muscle in her body tighten as she had her first orgasm.

Her tongue out, she panted with each wave of pleasure that washed over her body and felt her vagina squeeze gently against her friend's hoof. When it finally ended, she lay back on the floor and felt tears in her eyes.

"Was that...did I come?" she asked, breathlessly, after a few moments.

"Yep!" was the response, but if seemed far away. She opened her eyes and saw Whiteshadow heading out the door.

"I'll be right back!" She said, as if reading her friend's mind, "I'm just going to wash up."

After the door closed, Apple Bloom sat up slowly and looked around as her breathing returned to normal.

" What just happened? " she thought to herself.

She didn't know much about sex, but she did know that it was normally something that two ponies did when they had feelings for each other. Love-type feelings.

She looked around the room and then looked within herself.

Do I...love...her?

"Okay, your turn!" Whiteshadow said, coming into the room again.

Seeing her friend in the candlelight of the room, her blue eyes sparkling, her black mane still glistening with moisture, her beautiful smile...

"Yes...I do." she concluded, slowly getting up to wash up.

*****

When she returned from the washroom, Whiteshadow was already in her sleeping bag and the candle was out. Apple Bloom felt her way to her own sleeping bag, and got inside.

Yawning, she closed her eyes. Even though she scrubbed her face, she still felt the stickiness of Whiteshadow's intimate fluids against her lips...still tasted her friend's musk on her tongue.

She shimmied her body so she lay closer to Whiteshadow, then put one of her front legs around her friend's body and squeezed her gently.

"'Night, Shadow" Apple Bloom whispered.

"Night." she heard her friend mumble in response.

Author's Note

Hope you enjoy this chapter, whether for the sex, or the intimacy between the two fillies, or for whatever reason.

Thanks for all the comments and favourites so far! This story is semi-autobiographical for me, so it's nice to see the response.

Keep reading!