As the sun shone through the window in the bedroom, Apple Bloom's eyes opened up slowly. She had experienced the most wonderful, yet bittersweet dream that night: she had come for a sleepover at her friend Whiteshadow's house. It had started off innocently enough, with supper, followed by board games, and a pillow fight. Then had taken a turn for the erotic with the production of a box of magazines from the room of her friend's brother. Magazines that, it turned out, had pictures of mares inside doing all manner of sexual things with themselves and other mares. As if that wasn't enough, the two fillies had opted to experiment with some of those things, starting with kissing, and then progressing to...more intimate things.

Thinking about it made Apple Bloom's cheeks turn red, and caused the area between her legs to tingle. Her eyes wandered around the room, and when she saw a familiar box she gasped.

Could it...really have happened? Did we really...do stuff?

She slowly crawled out of her sleeping bag and walked over to the box. Tentatively looking inside, she immediately closed it again when her suspicions were confirmed by the pictures of naked mares looking back at her.

"Oh shoot!"

She turned around to see her friend quickly untangling herself from her sleeping bag and running across the floor to join Apple Bloom.

"I forgot to put these back in my brother's room after last night! I'll have to hide them in the closet and put them back later!" Whiteshadow whispered nervously.

As the white filly grabbed the box in her mouth and dragged it to her closet, Apple Bloom began to smile as she realized what this meant. When Whiteshadow returned, Apple Bloom looked at her and excitedly whispered, "So...we actually did stuff last night, huh?"

Whiteshadow smirked, her cheeks blushing slightly, and said, "Yeah...I guess we did." then added, "So, do you want to wash up first, or should I?"

*****

Following their morning wash-up, and a quick breakfast, the two fillies decided to go outside to play, and soon found themselves taking a walk through the town centre.

"So, what do you want to do today?" Apple Bloom asked, finding herself in a good mood that morning.

Whiteshadow shrugged and mumbled something that Apple Bloom couldn't understand.

"Well...we could go to the clubhouse and..." she started to say, but then remembered what had happened. She had completely forgotten about the fight they had. She began to feel really upset about it again, and decided that she needed to talk about it.

"Ah...didn't say anything about it before, but...ah got into a fight with my friends before I came over yesterday." Apple Bloom said, moving closer to the white filly as they walked.

Whiteshadow appeared to be looking off at something in the distance, only seeming to half be paying attention.

"Mmm?"

Despite not being sure if she was even listening to her, Apple Bloom continued, "Well...we had a fight about me spending too much time with you."

Whiteshadow briefly looked over at Apple Bloom and, snorting, said, " 'bout me? Why?"

Apple Bloom explained how she had made a promise to go crusading that night, but then cancelled it when she had been invited over for the sleepover. She described how angry Scootaloo had gotten, and how she had accused Apple Bloom of spending too much time thinking about Whiteshadow, and not enough time thinking about her other friends.

When she finished, she looked over at her friend to see what her reaction would be, and was annoyed to see her looking in the window of a store.

"Shadow! Have you been listening' to a word I've said?"

Whiteshadow looked away from the window and turned toward Apple Bloom. She looked annoyed to have been interrupted...

"Yes! Yes, I've been listening! Your friends think you're ignoring them because of me, right? Well, what in the name of Celestia do you want me to say about it?"

Apple Bloom sighed, and responded dejectedly, "Nevermind...ah just...ah thought maybe you'd have an opinion. There's no need to get a thorn in your flank about it."

Whiteshadow took a deep breath and her expression softened a bit. She brushed her black mane out of her face and smirked, "Yeah, well...I guess I'm just a bit distracted this morning or something. I'm sorry. I...I don't really know what to say. Am I really distracting you that much?

Apple Bloom opened her mouth to respond, but didn't know what to say. Truthfully, she had been ignoring schoolwork and her other friends because of how preoccupied she was about Whiteshadow.

"Shadow..." Apple Bloom asked, looking into the filly's eyes, "what do you think of me?"

Whiteshadow's face turned red and she looked at the ground. Laughing nervously, she replied, "What...what do you mean? We're...well...we're...friends I think, right?"

Apple Bloom took a deep breath, "Well, what about last night?"

Whiteshadow's eyes got as wide as saucers and, putting her hoof in front of Apple Bloom's mouth, she hissed loudly, "Shhhhh! Don't...I mean...oh...just follow me!"

She led Apple Bloom around the corner into an alley behind two buildings, then moved in close to her and whispered nervously, "Please...don't talk to anypony else about what we did last night, okay?"

Apple Bloom wasn't really planning on shouting it from the rooftops or anything, but now she was curious...

"Why?"

Whiteshadow bit her lower lip and seemed to think about it for a few seconds, before responding, "I just...don't think anypony else needs to know, is all!"

Apple Bloom started feeling anxious and, giving Whiteshadow a worried look, she asked, "Are you...ah mean...do you wish we hadn't done that?"

"No!" the filly said a little louder than obviously she meant to, because she lowered her voice to a whisper and said, "I just...it was fun, okay? But...golly, Apple Bloom, do we really have to talk about it?"

The farm filly didn't know why, but she suddenly felt really upset. She didn't want to admit it to Whiteshadow, but after what they did the previous night, Apple Bloom felt differently about her; different than she'd ever felt about another friend. As she stood there in front of the white filly, she had an urge to wrap her front legs around her and hug her as tightly as she could. But seeing how uncomfortable Whiteshadow looked, Apple Bloom felt a different kind of feeling.

"No, I s'pose not." the redheaded filly said, finally, managing a smile.

*****

The two fillies spent the rest of the morning playing outside, before noontime came and they went back so Apple Bloom could pack up her things to go home. True to her word, Apple Bloom hadn't brought up the events of the previous night again, but her mind was still quite preoccupied by it. She wasn't quite sure why it seemed to mean so much to her, but she figured if talking about it made her friend uncomfortable, then she would sooner keep her thoughts and feelings to herself.

As Apple Bloom finished rolling her sleeping bag up and putting it into her saddlebag, she felt a touch on her back and turned around. Whiteshadow stood beside her and, smiling softly, she said, "Um...I wanted to thank you for coming over. I had fun."

As usual, Apple Bloom got those funny feelings in her belly at the sight of her friend's smile. She smiled back and replied, "I had fun too, Shadow."

But her friend continued to leave her hoof on Apple Bloom's shoulder. Taking a deep breath, Whiteshadow closed her eyes and said, "Look...I also wanted to say...I don't wish what...um...you know...the stuff we did...I don't wish it hadn't happened. But...you're my only friend since moving and...I just worried that things would get weird now."

Apple Bloom smiled and, giving in, she put her front legs around Whiteshadow and hugged her. The white filly's leg moved up to Apple Bloom's neck and she reciprocated, putting her head on Apple Bloom's shoulder. After a few moments, they separated and Apple Bloom sadly moved away from her friend and toward her bags.

"I should get going." said Apple Bloom, throwing her bags over her back, "I'm sure Applejack has lunch ready."

She waved to Whiteshadow as she left, and said goodbye to her friend's father as she left the small house and made her way back to her farm.

The whole way home, Apple Bloom was alone with her thoughts, and she finally had an opportunity to go over the events of the previous night. She still had a hard time coming to terms with the fact that what had happened had actually happened, and how it made her feel. There was little doubt in her mind that Apple Bloom had feelings for Whiteshadow that were stronger than simple friendship; the question was why. The filly had been spoken to by her sister not that long ago about growing up, and how she'd one day be a mare. She even talked to Apple Bloom a bit about the process of mating, but it has always involved a stallion. Apple Bloom, therefore, was very confused about why she seemed to have a desire to be intimate with another filly.

When she got home, she was greeted warmly by her family.

"Dinner is on the table, Sugarcube." Applejack said to her, "Didja have fun at your little friend's house?"

"More than you know..." Apple Bloom thought to herself, but simply responded, "Yep! We...uh...had loads of fun."

As the Apple family sat around the table for lunch, Apple Bloom continued to ponder her feelings for Whiteshadow. If anything, she was even more hung up on her than she was when she couldn't understand what the feelings were.

"You okay, sis?" Applejack asked, taking Apple Bloom away from her reverie, "You seem a mite distracted. Did something happen over at your friend's place?"

Apple Bloom felt her cheeks growing red, and, staring at her food, she shook her head vigorously, "Nope. Just...maybe feelin' a bit tired."

Applejack laughed, "Yeah, I'll bet you two were up all night havin' fun, huh?"

Apple Bloom nearly choked on her apple fritter and felt her face burning.

"Golly! I don't recall ever seein' you act this way!" Applejack said, standing up, "You shore there's nothing's going on?"

"Actually, ah'm not that hungry, AJ. I think I might go get an early night." she said, standing up and going to her room before Applejack or any of her family could say anything.

Closing the door behind her, Apple Bloom took a deep breath and walked over to her window, looking out at the setting sun.

"I wonder what Shadow is thinking about right now?" she thought to herself.

*****

The next day, Apple Bloom had a bunch of chores to do - make up work from the day before - so she didn't have too much time to think about much else. She had been able to sleep for the first time in a while without being bugged by troubling nightmares, confusing pains or nausea, or disturbing thoughts. Despite not fully understanding what she felt for her friend Whiteshadow, spending the night with her and those...things they did to each other were like a huge release for her...in more ways than simply having her first orgasm.

She was halfway completed bucking her share of the trees that day, when a familiar pair came across the grove toward her. The white unicorn filly kept looking nervously over at the orange pegasus filly with the purple mane beside her as they slowly walked up to where Apple Bloom was.

"What do you two want?" Apple Bloom asked, her eyes remaining fixed on the basket of apples she was filling from the tree.

"We just wanted to stop in and see how you were doin'..." Sweetie Belle said, trying to smile as she watched Apple Bloom violently kick a tree and cause a bunch of apples to tumble out into the waiting basket.

"Not gonna ask me how mah date went?" she huffed, irritated, as she nudged the basket to the next tree.

"Look..." said Scootaloo, tentatively walking over to Apple Bloom, "Can we talk for a sec'?"

Apple Bloom bucked the next tree and shrugged, "What's to talk about?"

"I just wanted...I mean...can you just look at us please!"

Apple Bloom stopped what she was doing and turned around with her front legs crossed, "What?"

The pegasus filly rubbed the back of her head nervously, "Apple Bloom...I've been thinkin' and...I just wanted to say I was sorry to makin' fun of you and the new kid. I guess I just got a bit jealous."

"We're Cutie Mark Crusaders, Apple Bloom! We need to stick together and not fight!" added Sweetie Belle.

Apple Bloom nodded, but looked at Scootaloo sternly, "The things you said to me...they were really hurtful, Scoots! Asking me to pick between you gals and Shadow..."

Scootaloo looked down at the ground, "I know...I guess...I just need to know that you like all your friends the same, right?"

Apple Bloom looked away from her friends again and took a deep breath, "About that. Um...Ah...ah need to talk to you guys about somethin'. Somethin' that I can't talk to nobody else about."

"Is it a secret?" Sweetie Belle asked.

"Is it...something you did? Something bad?" Scootaloo asked.

"Yeah, somethin' like that." Apple Bloom mumbled.

"Tell us!" They both shouted, suddenly getting excited.

"Shhhhh!" Apple Bloom hissed, then whispered, "Look...just meet me at the clubhouse in twenty minutes."

The two ponies looked at her quizzically as Apple Bloom turned tail and raced back to her farmhouse. When she got there, she yelled, "Sis, I'm going to the clubhouse with the girls! I'll be back later!"

"Didja finish your chores?" she heard her sister yell back.

"Yes!" she replied, mostly telling the truth.

"Fine! Be back before dark!"

With that, Apple Bloom raced to the clubhouse as fast as her four legs could take her. She got there before her friends and paced across the floor trying to come up with the best way to begin.

"These are my friends, right? We talk about everything!" she said to herself.

And it was true; the three fillies had been friends for many seasons. They had grown up together, played together, worked to get their Cutie Marks together...

"We've never talked about anything like this, though." Apple Bloom said aloud.

"Anything like what?" Sweetie Belle said, walking through the door followed by Scootaloo.

"Close the door!" Apple Bloom exclaimed, racing past them and closing - then locking - the door behind them.

"So, what's the big secret?" Scootaloo asked.

"First, y'all have to promise not to tell anypony else!"

"We promise!" they both said in unison.

Apple Bloom took a deep breath and told the two of them everything about the sleepover. They both listened with mild interest, until Apple Bloom mentioned the box of magazines. From then on, as she described how things progressed between the two of them, the eyes of Scootaloo and Sweetie Belle grew wider and wider, and their mouths hung open in shock.

When Apple Bloom finished her story, her cheeks glowed red and her heart pounded rapidly in her chest. She was a bundle of nerves, but had to admit to herself that she did feel good about getting what happened off her shoulders.

There was a long silence as the three fillies sat on the floor of the clubhouse. Finally, Scootaloo looked at Sweetie Belle's equally-shocked expression, then turned to Apple Bloom, "Why would you put your mouth on another girl's cooter?"

Apple Bloom giggled nervously, "Ah don't rightly know. It just...seemed like somethin' that I wanted to do."

"Why?" Scootaloo asked, confused.

The farm filly looked away, "You wouldn't believe me if I told you."

"Try us!" said Scootaloo.

"Yeah!" exclaimed Sweetie Belle, "We're your friends! Cutie Mark Crusaders don't have any secrets!"

Apple Bloom sighed and opened her mouth to speak, but rather than the words coming out, her eyes started tearing up. No matter how many times she wiped them away with her hoof, they just kept flowing down her face.

Her friends' expressions immediately turned to deep concern and they moved closer to Apple Bloom, and put their front legs around her.

"Whoa!" Scootaloo said, "Why you cryin'?"

"Please stop crying! You're going to get me going!" said Sweetie Belle, her eyes starting to tear up too.

Apple Bloom moved away from her friends and swallowed a lump in her throat that felt like it was the size of an apple. Trying to form words, she managed to get out, "I'm...cryin'...because..." before she began to sob.

The two friends hugged Apple Bloom as she cried on their shoulder. After a few minutes, she calmed down enough to be able to speak. She looked at both of her friends and sniffled, "I'm cryin'...because I'm scared."

"Scared of what?" Sweetie Belle asked.

"Scared...of what's happened to me. Ponies never used to make me feel happy and sad and...weird. Nopony has ever made me laugh and cry and want to...do things with them."

Sweetie Belle giggled, "You sound like Rarity when she get all goofy talking about meeting her special somepony someday."

Apple Bloom didn't laugh, though.

Sweetie Belle looked at Apple Bloom quizzically and said slowly, "AB...are you saying'..."

Apple Bloom nodded sadly, her eyes raining tears anew down her cheeks. Sweetie Belle sighed and held her tightly.

"That's why you've been acting so weird lately..." Sweetie Belle said softly to her and stroked her friend's red mane.

Scootaloo looked at the two of them and exclaimed, "Can somebody tell me what in the name of Equestria is going on?"

Sweetie Belle looked up at Scootaloo and said, frowning, "Apple Bloom is in love."

"With who?" Scootaloo asked, before her eyes showing her realization.

The orange pegasus sat back on her haunches and sighed.

Author's Note

Another chapter done. Sorry for taking a few days, but I've been a bit distracted.

Hope you continue to enjoy this story!