Black Mane

by briantherat

Rating: mature
Tags: Sex, Slice of Life, Sad, Original Character, Apple Bloom, My Little Pony: Friendship is Magic, Romance
Length: 23197

Another year at school turns into a lot of self-reflection for Apple Bloom when a new pony ends up in Apple Bloom's class.

That awkward stage between being a filly and a mare can be a difficult for anypony, and Apple Bloom is no exception. Another year in Ms. Cheerilee's class becomes anything but ordinary, and starts Apple Bloom down a road that teaches her a great deal about love, friendship, family, and herself.

Rated Mature for sexual contact between foals

Edit: Story formerly called Raven Mane, but renamed to avoid confusion with user Ravenmane

Published 2013-06-12 11:50:02 UTC
Last updated 2013-07-03 03:01:26 UTC

Summer's End

"AJ! Hey, AJ, didja see where ah put mah school bag?" Apple Bloom hollered down the hallway from her bedroom, tossing things aside in her room.

"No idear, sugarcube!" was the yelled response back.

Apple Bloom had spent the past week getting ready for another year of school. All her books and supplies were bought, she had taken a bath the night before, and was wearing a new dress that her big sister Applejack had commissioned Rarity to make the young filly just for the first day of school. She even had a new ribbon in her mane. Everything was perfect...except for this one thing, and so it was with great frustration that she tore apart her room, and then the hallway closet, looking for the new set of school bags that Granny Smith had bought her over the summer break.

Apple Bloom checked the clock on the wall: she would need to leave in a few minutes if she didn't want to be late. She galloped at full speed down the stairs and nearly knocked over Big Macintosh at the bottom. Spinning around, she asked, "Big Mac! Have y'all seen where mah school bag is?"

"Nope." was the red stallion's response.

Trotting into the kitchen, she opened up every cupboard desperately looking for her missing item. She made such a racket that she woke up Granny Smith who hobbled down the stairs, still wearing her nightdress.

"Dang blast it, youngin'! What's with all the gee gosh racket?" she said, walking into the kitchen, rubbing her eyes in light with one of her front legs.

"Oh Granny, ah can't find the bag that yah got for me last week!" Apple Bloom whined, dejectedly sitting down at the table and burying her face in her crossed arms.

"That's no reason to be wakin' up the dead with your hollerin', now is it? Just head out to the barn, and put your what-not's in one of the empty seed satchels. I'll help ya look for the bag when yeh get home tonight."

Apple Bloom lifted her face up from her arms, her nose and mouth wrinkled up in disgust, "Aw, a seed satchel! But Granny, everybody is going to laugh at me!"

"Now, Apple Bloom..." Applejack said, walking into the kitchen, "You know the only whine that Granny Smith tolerates in this house is her famous apple wine. Y'all are gonna be late for your first day back if you don't shake a hoof, so go on now!"

Grumbling, Apple Bloom slowly rose to her feet and, grabbing an apple fritter from the pantry to eat on the way, she made her way to the door.

"Hey!" Applejack called from behind her.

When she turned around, Applejack was smiling and said to her, "Now, don't you go telling me that you're too old a filly to give your big sister and granny a hug before you go."

Applejack managed a half-smile, hugged Applejack and Granny Smith and called, "See you, Big Mac!" before racing out the door.

"Yep!" was his response.

Apple Bloom arrived at Ms. Cheerilee's school right as the bell was ringing and ponies were making their way through the doors. She was making her way up the steps when two familiar ponies stepped in her path, "Look, Silver Spoon! Not only is she still a 'blank flank', but she doesn't even have a proper school bag." said Diamond Tiara derisively to her friend.

"What's the matter, farm girl?" added Silver Spoon, "couldn't get your cutie mark in bad fashion choices?"

"Back off!" Apple Bloom sneered, "Lessen' you want me to stick my hoof where the sun don't shine!"

Diamond Tiara laughed condescendingly and replied, "What's the matter, 'blank flank'? Don't have any manners tucked away in that farm bag of yours?"

"Leave her alone!"

Diamond Tiara and Silver Spoon turned around to see Scootaloo and Sweetie Belle standing behind them in the doorway of the school, their front legs crossed and their eyes shooting daggers at the two bullies.

"Come, Tiara!" said Silver Spoon, shoving past them into the school, "There's no reason to waste our time on these blank flanks anymore."

Diamond Tiara harumphed and stormed after her friend.

"Thanks, girls." said Apple Bloom, walking over to stand beside her friends. "A' course, not that I needed away help. Horsefeathers, if I had half a mind, I'd have bucked those two bullies into next Tuesday."

The three fillies laughed at the thought, before turning around and making their way into the school with the other ponies. As they walked together, Sweetie Belle turned to Apple Bloom and smiled, "I like your dress. Big sis does nice work."

*****

The class was a murmur of activity and chatter, as ponies caught up with their friends about what they did over the summer.

"Settle down now, colts and fillies!" Cheerilee said, walking in front of the board and gently stomping her hoof on the floor to get everybody's attention.

The room quickly quieted down for the well-liked and respected teacher mare.

"Now, we have a new student in our class this year. She and her family moved to Ponyville over the summer from all the way out west in Califoalia. Please welcome Whiteshadow!"

Everybody starting talking at once, and looking around to locate the new pupil. Apple Bloom spotted an unfamiliar filly at the very back on the classroom. She was all white, except for bright blue eyes barely visible beneath a pitch black mane that hung partially obscuring her face. She appeared to be writing something on a sheet of paper with a pencil in her mouth. Apple Bloom also noted - although it wasn't easy to see beneath her desk - that the new pony didn't appear to have a cutie mark either.

"Now, class! Settle down! Whiteshadow, do you think you could stand up and introduce yourself?"

The white pony gently lay down her pencil and brushed her hair out of her face with her hoof. With a slight blush that was easily visible against her white fur, she looked up and said quietly, "No ma'am."

"O...okay." Cheerilee said, smiling, "Maybe some other time. Now, to the rest of you, I expect you to treat Whiteshadow with the same respect that you treat your fellow classmates. Many of you know what it's like to be new, so why not help out Whiteshadow by helping her to be familiar with the school and Ponyville?"

And with that, Cheerilee opened her lesson plan and began the day's lessons.

However, Apple Bloom wasn't paying attention to Ms. Cheerilee at the moment. Despite looking down at her desk so it looked like she was following along, she kept casting backwards glances at the white pony in the back. She had her head down in her folded arms now, with her book underneath it.

"There was something...interesting about this new pony" Apple Bloom thought to herself, as she tried to pay attention to her teacher but her thoughts kept coming back to the new filly at the back of the room.

During one of her quick backward glances, her eyes met the eyes of the white pony and they both looked away as quickly as they could.

Author's Note

I came up with the concept of this story a few nights ago, and I thought I'd give it a try. I hope you enjoy reading it, and I welcome any feedback you can provide!

Supper with the Apple's

Apple Bloom paced her room impatiently, while Granny Smith and Applejack cooked supper downstairs. Her mind raced with a million different thoughts and feelings, some in direct conflict with others:

Will Whiteshadow mind that I live on a farm?...

Should I clean my room...or if I do, will it seem obvious that I did it just for the visit?...

Should I have asked what she liked to eat?...Oh golly, what if she doesn't like apples...or is allergic to 'em?...

Should I wear a dress?...no, of course not! But maybe it would be the proper thing to do...

What if she just said yes to be nice, and she's not really going to come?...Horsefeathers, what time is it? Is she late?

Apple Bloom stopped pacing and looked at herself in the mirror. "What's the matter with ya?" she asked of her reflection, "This ain't no different than when Scootaloo or Sweetie Belle comes over for supper!"

The truth, though, is that it felt different to Apple Bloom. There was no denying that she never got pains in her belly when Scootaloo came to Sweet Apple Acres for supper; she never got hot in the cheeks when she invited Sweetie Belle over to play. As much as she tried to pass it off to getting the flu, or being nervous about starting school again, there was no doubt in Apple Bloom's mind that these new feelings and thoughts seemed directly related to the new filly in her class. The more days passed, the more she seemed to think about her: those little half-smiles, those doodles that she drew in class, those Super-pony comics that she read...those blue eyes...

She stared at herself in the mirror again and whined aloud, "I don't even know the colour of Sweetie Belle's eyes!"

"What was that, sugarcube?"

Apple Bloom let out a yelp, spun around quickly - her face flushed - to see Applejack standing in her doorway.

She jumped back a bit with surprise and said, "Well golly, little sis, ah didn't mean to startle ya! Ah was just comin' to letcha know that supper will be ready in about half an hour. When didja say your friend was coming over?"

"S...six-thirty...I think." Apple Bloom stammered, trying to recover from the surprise of Applejack's arrival. She felt a wave of shame come over her, like she'd been caught doing something bad.

"Well, alrighty then..." Applejack said, raising an eyebrow and slowly started closing the door.

"Wait!" Apple Bloom called, causing Applejack to stop.

"Um...well...oh, nevermind..."

Applejack shot her little sister a confused look and closed the door the rest of the way.

The red-headed filly sat down on her bed and put her face in her hooves. She began to wonder if inviting Whiteshadow over was a good idea after all.

*****

Her wonders, however, were interrupted as there was a knock at their front door a few minutes later.

"Ohmigosh!" Apple Bloom said aloud, popping off her bed and pacing around her room, "Do ah go downstairs and let her in, or should ah stay up here? If ah run downstairs too fast, she might think I'm weird, but if I don't..."

"Apple Bloom! Can yeh get the door? We're a might busy in the kitchen!" came the yell from downstairs.

Apple Bloom galloped down the stairs so fast that she almost tripped on the bottom step and fell on her face. She slowly opened the door, trying to appear casual despite being out of breath from running at top speed from her room.

When she saw Whiteshadow standing on the other side of the doorway, she smiled and, catching her breath, said, "Hey...um...how's it goin'?"

The white filly smiled back at her - not one of her usual half-smiles but an actual full smile - and said, "Hey. Been running in a race or something?"

Apple Bloom took a deep breath and shook her head, "Naw...just...actually, nevermind. Did ja wanna come in?"

Whiteshadow walked slowly past Apple Bloom, all the while looking around and taking in her surroundings.

Apple Bloom felt suddenly worried about her home.

What if she doesn't like it? What if she thinks I'm some kind of country hick?

"Sorry it ain't much," Apple Bloom said, feeling embarrassed, "It's an old house that's been in our family for generations and..."

"Naw, this place is amazing!" the filly said, cutting her off, "You can really feel the history in here. I've only seen places like this in old western movies."

Apple Bloom didn't know whether to be flattered or ashamed of that remark, but the fact that she was happy made her feel happy too...and it gave her a funny feeling in the pit of her belly that she tried to pass off to being hungry.

Applejack and Granny Smith came out of the kitchen and smiled at the two fillies.

"Well, howdy!" said Applejack to Whiteshadow, "You must be the new pony in town that Apple Bloom's been tellin' us 'bout! Whiteshadow, right?"

Apple Bloom saw the filly's cheeks flush beneath the veil of black mane in her face, and she said softly, "Yes, ma'am. Pleased to meet you."

"Ain't be needin' to be bashful there, youngin!" Granny Smith said to the filly in her typical boisterous drawl, "When ye come onto Sweet Apple Acres, yer like part of the family! And I hope ye brought an Apple family appetite cuz we got a humdinger of a supper cookin'!"

Apple Bloom worried that her friend was getting uncomfortable, so she quickly interjected, "Well, now that y'all are acquainted, can I take Whiteshadow to see my room?"

Applejack nodded, "Sure, but not for too long, fillies; supper's nearly done."

Apple Bloom nodded in response and, motioning with her head up the stairs, the two ponies went up to Apple Bloom's room.

When they got in there, Apple Bloom closed the door behind her and sat on her bed while her friend wandered around, looking at the knick-knacks scattered here and there.

She looked up after a few minutes of uncomfortable silence and said, "Sorry about my kin. They can be a bit...loud sometimes."

The white filly flicked her hair back and smiled at Apple Bloom, "Actually, they seemed pretty nice. Everybody in this town seems really welcoming, actually."

Apple Bloom felt some of her nervousness go away. Things seemed to be going well - frankly, she was curious why she was so worried that it wouldn't.

"So...did you want to play a game? I have Dragons & Unicorns." Apple Bloom offered.

Whiteshadow exclaimed, "That was my favourite board game back home! I never lost to anybody, but I haven't played it in years!"

Apple Bloom narrowed her eyes and said in a playfully aggressive voice, "Well, you haven't played me yet. Bet I can wipe the floor with you."

She brought down the board game and set it up, then after both ponies picked their pieces and took turns rolling the dice. As they played, Apple Bloom kept looking over at Whiteshadow as she concentrated on her next move, bit her lip when she landed on a dragon square and lost some bits, and smiled gleefully when she got an extra jewel for her chest. At first, Apple Bloom was just trying to read her so she could get an advantage over her in the game, but she found herself casting glances over at her even when it was her own turn. She wasn't sure why, but something about Whiteshadow made her feel compelled to look at her. Even when she tried to stop, her eyes kept wandering over in her direction.

"What's going on?" she thought to herself..

She found herself intrigued by the way her raven-black mane contrasted with her bright white coat, and how sometimes you could make out the blueness of her eyes beneath the strands of hair that hung in her face.

"Apple Bloom?"

Apple Bloom's eyes shifted and she could see the filly looking at her with a quizzical expression, her head slightly tilted so her mane hung down and she could see her eyes looking at her.

"Why do you keep looking at me like that?"

"Like what?" Apple Bloom responded, defensively, her cheeks turning a deep crimson.

"Like...I dunno...like weird or something."

Apple Bloom stood up and tapped her hoof nervously, "Ah...ah don't know what yer talkin' about! But...um...maybe we should go downstairs. Supper is probably ready."

"Oh. Well, okay. Maybe we can finish the game afterward?" Whiteshadow replied, standing up and walking toward the door.

"Maybe..." Apple Bloom mumbled to herself, suddenly feeling very angry, or hurt, or...something that she just couldn't figure out.

She followed Whiteshadow to the door, and her eyes seemed to unconciously drift toward her friend's flank.

I know there's nothing there! Why do I keep looking?

She opened the door and the two fillies made their way downstairs toward the kitchen.

*****

Supper was a warm, pleasant affair. They had apple and oat casserole, with baked apples, apple bread with apple jam, and hot apple pie for dessert. Granny Smith and Applejack kept asking Whiteshadow questions about herself and Califoalnia, and the shy filly answered politely, but shortly. Apple Bloom, meanwhile, spent the meal trying to figure out what had happened up in her room. She wasn't sure what it was about this pony that was making her feel so strange, but she didn't like it one bit! None of her other friends made her feel this way!

She stuffed a piece of apple pie in her mouth and thought to herself with frustration, "I've never once been compelled to look at Scootaloo's rump!"

When supper was done, Whiteshadow turned to Apple Bloom and said, "So, do you want to finish our game?"

Apple Bloom didn't like the idea of being alone in her room with this pony again, and feeling compelled to stare at her. She tried to think of someway of getting out of it, and came up with, "Ah don't know, Whiteshadow. My family made this nice meal for us, so ah feel it'd only be proper if we offered to help wash up."

"Horsefeathers!" said Applejack, carrying dishes into the kitchen, "I'll get Big Mac to come in and help clean up! Whiteshadow is our guest, and guests don't need to worry about dishes! You fillies can go play!"

"Son of a donkey!" Apple Bloom thought to herself, then turned to Whiteshadow and said, "Sure, let's go upstairs."

She must have let her disappointment creep into her voice, though, as the filly frowned and said, "Well, not if you don't want to." and then added, "It's getting kind of late anyway, so maybe I should head home before it gets too dark."

Apple Bloom felt bad about the way she responded, and interjected, "No, no...I mean, I don't mind finishing the game with you."

Whiteshadow shrugged, "It's fine. Thanks for inviting me over; supper was very good."

Apple Bloom followed as the pony headed toward the door. She felt a new emotion in her stomach and chest that she wasn't quite sure what to make of. "Well...didja want me to walk you home?"

Whiteshadow smiled a half-smile and gently nudged Apple Bloom with her hoof, "Hey, it's fine! It's a school night anyway. I'll...see you tomorrow, Apple Bloom." then opened the door and left.

Apple Bloom remained standing, staring at the closed door for several minutes. The feeling inside of her made her chest burn and her stomach pound feel like she was an apple tree being bucked over and over again. She began to feel nauseous.

"Aw, didjer friend leave already?" asked Applejack, coming up behind her.

Apple Bloom opened her mouth to respond, but was unable to form the words. She tried again and mumbled, "I'm not feeling well; Imma go to bed."

"Oh...well, see you in the mornin', I 'spose."

Apple Bloom walked slowly up to her room and closed the door. She didn't know what was wrong, or why she felt this way.

"There was nothin' wrong with the food...the visit went okay, except for me being all weird...I'm not sure..."

Her thoughts drifted off as she looked down at her floor and spotted the half-finished game of Dragons & Unicorns that her and Whiteshadow were playing. She just stared at it for nearly a minute, and then suddenly a really weird and scary thing happened to her.

It started out as the feeling in her chest and stomach getting worse, feeling like something was fixing to rip itself right out of her chest. The feeling rose up her body until it was in her throat, then filled her face up and she realized that she was having trouble breathing. And then, just when she thought it couldn't get any worse, every ounce of pain and frustration released itself as her eyes began to water. Before she knew it, tears were streaming down her face as she looked down at the game on the floor and felt angry and confused and a bunch of other things she didn't understand. She bucked the game across the room as hard as she could - the board snapping in half and the pieces flying in every direction - and she ran over to her bed and sobbed into her pillow until she fell asleep.

Author's Note

Another part done. I hope I haven't lost all of you yet! I'm really focused on characters and emotional development in this story, so it's a bit of a slow build.

Let me know what you like, don't like,etc....

Confusion

Apple Bloom was kept awake by nightmares that night and didn't get much sleep. She had one dream where she was walking down a road in the middle of Ponyville, but there was nopony around. It was the middle of the day, and normally the roads were packed with ponies going to and fro, but she couldn't see a soul. Suddenly, she saw a pony come around the corner: it was Whiteshadow. She smiled at her, but Whiteshadow turned away from Apple Bloom.

"Whiteshadow, wha,,.,.what's wrong?" she asked, getting closer to her.

"Stop staring at me!" she yelled, "All you do is stare at me!"

"Ahm sorry..." she said softly, looking down at the dirt, "Ah don't mean ta...I just..."

Suddenly, the white filly ran toward Apple Bloom and shoved her to the ground. Apple Bloom's head bounced off the dirt road and her vision blurred. She could see the pony standing above her, laughing this evil, mean laugh.

"You're just what? Weird? Sick? A freak?"

"No! No! It's not like that!" Apple Bloom yelled, squeezing her eyes tightly closed as she felt the tears start to flow down her cheeks.

"Then why do you keep staring at me?" Apple Bloom heard her yell at her.

"Ah...Ah don't know! I don't gee gosh know!" Apple Bloom sobbed.

She woke up with a start, the sound of Whiteshadow's laughter still in her head and her eyes pouring tears just as they had in the dream. She was suddenly hit with a wave of nausea, and squeezed her eyes tightly until it passed.

Wiping her eyes with her hoof, she looked out her window. It was Friday, early in the morning. Another day of school...another day of going to school and seeing her.

She opened her eyes and stared at the ceiling...

"Ah don't know if ahm sick...or what. But I just can't go to school today...maybe ever again." she thought to herself.

She took a deep breath and got out of bed, walking over to the mirror to look at her reflection. The sun was just starting to come out, so it was still dark and she could only just make it out. Her mane looked a mess, her eyes were bloodshot and her face streaked with tears. She suddenly was overcome with determination.

"You know what? No, Apple Bloom! You've never run away from nothing! You're an Apple! Our family is tough, smart and can overcome anything if we just put our hooves to it!"

She went to the washroom to start her morning routine, and by the time she was done she had a plan in mind.

"Ahm going to go school, walk up to that filly and apologize if I done her wrong last night! Then, I'm going to go crusadin' with Scoots and Sweetie Belle and forget all these silly feelings! That's what I'm going to do!"

*****

Apple Bloom was steadfast in her resolve to put all of her confusion behind her, and trotted to school with her head held high. Halfway there, she saw Scootaloo and Sweetie Belle playing outside and raced up to meet them.

"Hey guys!" she called to them, "What's goin' on?"

"Not much, just skipping rope." Sweetie Belle said, going back to skipping.

"How'd your date with the new filly go last night?" Scootaloo asked with a smirk, "You make out?".

"Shut the heck up, 'fore I buck you like an apple tree!" she yelled, swinging at the purple-maned filly with her hoof.

Scootaloo hopped out of the way, just barely avoiding being smacked, "Whoa! I was just kiddin', AB! Lighten' up! That woulda really hurt!"

Apple Bloom took a deep breath and stepped back, her cheeks turning red; A bunch of other ponies in the school yard had stopped what they were doing and were now looking toward where the yelling had come from.

"Scootaloo and I joke around all the time, and I never get this angry about it!" she thought to herself, and felt that weird pain in her stomach again.

"Err...so, are we still going crusading after school today?" Sweetie Belle quickly chimed in, trying to break the awkward silence that had developed.

"Y...yeah, sure. A'course!" Apple Bloom replied, her head clearing and her anger gone.

"I guess..." Scootaloo said, hooves crossed and avoiding looking at the two other ponies.

"Well...great! So, let's get to class then! The sooner we get today done, the sooner we can get back to working on getting our Cutie Mark's." Sweetie Belle said, and made her way up the stairs and into the schoolhouse. Scootaloo followed quickly behind her, after casting an icy glance back at Apple Bloom.

Apple Bloom took a deep breath and mentally steeled herself to walk into the classroom and apologize to Whiteshadow.

"Just like I practiced." she said out loud to herself.

When she walked into the classroom and saw Whiteshadow's desk empty, however, she felt her resolve flow straight out of her body like somebody had turned on a faucet. Her courage and determination were replaced by a feeling of concern and worry.

What if something happened to her on the way back home? I never should have let her walk by herself in the dark!...

"Apple Bloom, please take your seat! Class is about to begin." said Cheerilee, taking her place at the front of the room and beginning her lesson for the day.

Apple Bloom slowly sat down in her seat, but she couldn't pay attention. Her eyes kept wandering back to the empty desk at the back of the room. Her mind raced, wondering whether something had happened.

"Naw..." she thought, finally, "Ponyville is too small to not have heard about something bad happening to a filly last night."

She tried to leave it at that and pay attention to the math problems that Cheerilee was writing on the board, but her eyes cast another glance at the empty desk and, despite her best attempt to suppress it, her mind concluded the only other logical explanation: the white filly wasn't in class today because of something that Apple Bloom did. But, despite the way her mind had been working against her lately, she just couldn't think of any reasonable thing that she could have done to keep Whiteshadow away from class today, besides being a bit rude.

Suddenly, her mind flashed back to the nightmare she'd had the night before. How "dream Whiteshadow" had accused her of being weird for staring at her. Maybe that's why she wasn't in class! Maybe it was because she was too embarassed to be around her?

"Apple Bloom!"

She snapped back to reality and realized that Cheerilee had stopped talking and now she and everybody else were staring at her.

"Apple Bloom, could I have a word with you outside?" Cheerilee said to her sternly.

Her face bright red, she stood up and followed the purple mare out the door, a wicked grin on the face of Diamond Tiara the last thing she saw before she left.

When they were both outside in the hallway, Cheerilee looked concerningly at the filly and inquired, "Apple Bloom, is there something wrong?"

Apple Bloom's eyes looked at the ground, avoiding her teacher's gaze, and she mumbled, "No, Ms. Cheerilee."

"It just seems that you've been so...distracted lately, I was concerned that maybe there was something going on that might be keeping you from paying attention in class. How is your family doing? Is Applejack okay?"

Apple Bloom looked up at the mention of her sister, "My family is fine, ma'am. I guess I'm just...not sleeping well lately. I'm sorry. I'll try to pay attention."

Cheerilee smiled at Apple Bloom and patted her head, "Okay, then. You're a very bright filly, Apple Bloom; I'd hate to see your schoolwork affected by you staying up too late. Anyway, it's recess-time, so why don't you go play."

Apple Bloom nodded and tried to smile, but she felt those pains in her stomach starting up again. Cheerilee was more than her teacher; she was her friend and Apple Bloom had blown a great opportunity to finally get some of her thoughts and feelings off of her chest.

Then again, if word got back to Applejack that she was having funny feelings and thoughts about a particular filly, it might make things a bit uncomfortable back at the farm.

She decided to stop over-analysing things and, as Cheerilee had said, she went outside to play.

She spent her break-time skipping rope with Sweetie Belle, playing tag with Scootaloo and her scooter, and generally trying to forget about all of her confusing feelings. She was really looking forward to heading to the clubhouse after school and seeing what sorts of adventures the trio would have this time. For a brief time, she even forgot about Whiteshadow and her weird pains, the upsetting dream, and the disastrous dinner.

Before too long, though, Cheerilee was outside calling everybody back:

"Fillies and colts, recess is over! Everybody back inside please!" then added with a smile, "Oh, hello there, Whiteshadow; nice to see you back!"

Apple Bloom dropped her skipping rope and felt like her stomach did a summersault inside her body. She turned around and saw the white filly coming up the path, carrying her book bags and limping on a bandaged hoof. Apple Bloom purposely took her time putting her rope away in her bag, so that she started heading up the steps at the same time as Whiteshadow.

"Uh..hey." Apple Bloom said to her, hoping against hope that she'd even be willing to talk to her.

"Oh, hey Apple Bloom." the filly said, looking up at Apple Bloom with a smile that, to her frustration, sent a hot flush through her face.

"Ah missed you in class this mornin'." Apple Bloom said before she could stop herself. She squeezed her eyes tightly shut and internally chastised herself for saying such a dumb thing.

Missed you? Seriously??

Whiteshadow winced in pain as she stood for too long on the bandaged hoof, "Oh...well...I missed being here, I guess. I tripped coming down my stairs this morning and sprained my hoof."

"Golly!" was all Apple Bloom could think of to say, restraining herself for expressing too much concern lest Whiteshadow become uncomfortable.

As the two fillies were about to enter the classroom, Whiteshadow suddenly put her hoof on Apple Bloom's shoulder. The white filly's touch made Apple Bloom's stomach feel like a thousand butterflies were inside it. She turned toward her and opened her mouth to say something but stopped as she saw Whiteshadow's face leaning in closer to hers.

Ohmigosh, ohmigosh, ohmigosh...what's she doing? She's not gonna...is she?

But Whiteshadow only leaned in to whisper in Apple Bloom's ear, "Look, I don't want to make a big deal of it, but I wanted to...um...apologize for how I left last night. I guess I was worried you were bored with me and I left so I didn't annoy you."

Apple Bloom's heart and mind were racing...

She...was worried...about annoying...me?

It felt like a huge weight had lifted off of Apple Bloom's heart. Knowing that Whiteshadow didn't think she was weird, or rude or annoying made her feel so good that she felt like hugging her. It was actually such a strong feeling for her that she took a step down to keep herself restrained.

"What's the matter with me?" she asked herself for the hundreth time that week.

Whiteshadow shrugged, "Um...we should head to class, but...I was wondering...and it's okay if you don't want to, but my dad said it's okay...did you want to come over to our house for supper and sleepover tonight?"

Apple Bloom smiled and, without thinking, said, "Shore!"

As soon as the word left her mouth, though, she remembered her plans with Scootaloo and Sweetie Belle and regretted agreeing to it, but seeing the smile on her friend's face made it impossible for Apple Bloom to take it back.

*****

The rest of the day, Apple Bloom sat in class and actually managed to pay attention. It was as though her mind was freed from worry for the first time in over a week. She wasn't quite sure what it meant, or how it was connected to Whiteshadow, but she didn't question it. She still felt bad about having that talk with Cheerilee, so a step in the right direction was good enough for her right now. She also wasn't sure about how she was going to break it to Sweetie Belle and Scootaloo that she wouldn't be going crusading with them that night, but she was sure they would understand.

"They're mah friends, ain't they?" she thought to herself.

Apple Bloom allowed herself a quick glance back at Whiteshadow - she was taking notes in their workbook - before redirecting her attention back to the front and focusing on her lessons.

By the time Cheerilee dismissed the ponies for the day, Apple Bloom had already formulated exactly what she was going to tell her friends. While Whiteshadow was getting her books gathered up, Apple Bloom walked over to Sweetie Belle and said, "Hey, Sweetie Belle, ahm sorry but ah won't be able to make it to the meeting tonight. Ah got invited over to a sleepover at Whiteshadow's house after school."

The white filly's eyes opened wide and she frowned sadly, "Bu...but we were going to go crusading tonight. We already made plans that tonight was going to be the night we were going to get our Cutie Marks!"

Apple Bloom felt a pang of guilt; it was true that she already made plans. She quickly responded, "Well...what about if ah ask Whiteshadow if she wants to come crusadin' with us? She don't have her Cutie Mark niether, so maybe she could join us Crusaders?"

Before Sweetie Belle could respond, Scootaloo walk up to them and scowled, "Let me guess: you aren't coming tonight because you made plans with the new filly, right?"

"Well..yeah," interjected Apple Bloom, "but like ah was just tellin' Sweetie, we should ask Whiteshadow if she wants to join us! She probably wants to get her Cutie Mark too."

"Right..." Scootaloo retorted, "She joins so that you can spend even more time staring at her when you think nobody is watching, and even more time ignoring us!"

Apple Bloom felt her face flush, both with embarrassment that somebody else had noticed how often she stared at Whiteshadow and with anger at the accusations.

"You have to make a choice, Apple Bloom!" Scootaloo continued.

"Don't do this, Scoots..." Sweetie Belle said sofly, trying to stand between her and Apple Bloom.

"No, Sweetie Belle, I'm tired of playing second pony to some new kid! You need to choose: her, or us!"

"Ah choose both!" responded Apple Bloom, her eyes starting to mist up, "Ah don't want to lose any friends, but...we can go crusadin' another night. The last time ah did something with Whiteshadow, ah acted like a real dummy and...I'd like to make it up to her."

"When are you going to make it up to us?" Scootaloo said, frowning and walking away. Sweetie looked in both directions, torn between what to do, before - looking like she was about to cry - she followed Scootaloo out the door.

Apple Bloom wiped the tears from her eyes. She had no idea why this was happening to her. Had she been ignoring her friends? Was there something wrong with the amount of time she was spending with Whiteshadow?

"Are you ready to go, Apple Bloom?"

The filly turned to see Whiteshadow next to her with her bag.

Apple Bloom swallowed a lump in her throat and nodded, "Yep...ah...ah just need to head home and let mah family know I'll be spendin' the night at your place. Ahm sure they'll be fine with it."

Whiteshadow smiled and flicked her mane back from her face. "Okay; I wrote down directions to my house. I'll see you in a couple of hours?"

"See ya then..." Apple Bloom said, trying to sound excited.

In truth, she really was happy to be able to spend time with her new friend, but something was nagging her in the back of her head. Maybe what Scootaloo had said was right?

She tried to forget about it, though, and walked home to get her stuff packed for the night.

Author's Note

Another chapter done, and this story still seems to be quite divided between those who seem to enjoy it, and those who seem to not.

I appreciate the support thus far, as this is definitely not your typical clopfic, so keep reading and I hope you keep finding it interesting. And if I haven't gotten your interest yet, hopefully the next few chapters perk your interest up a bit...:-)

Sleepover

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!

Awkward filly fun

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!

Aftermath

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!

Clarity

That day, the Cutie Mark Crusaders learned that there are more pressing priorities than simply getting one's Cutie Mark; at least for one Crusader in particular. Apple Bloom spent the better part of the evening with her friends, mostly answering questions, talking about her feelings and, more than once, crying on Sweetie Belle's shoulder. It was nice to have the support of her friends as she tried to work through her emotions and the way they made her feel. Neither of her friends particularly understood why she was having these feelings for another filly, instead of a colt like they were all taught, Sweetie Belle tried her best to offer support. Scootaloo, however, seemed to have a much harder time understanding, and dealing, with Apple Bloom's feelings.

"Do you ever stare at my backside when I'm not looking?"

"So, are you going to marry the new pony?"

"How do two fillies...you know...do stuff without a thingie to stick somewhere?"

She was quite uncomfortable with those sorts of questions, so she mostly just shrugged and avoided them. To be honest, she really just wanted to talk to Applejack about it; however, she felt that it would make her family think she was not normal.

*****

Sunday...Sunday was a slow day on the farm. Applejack and Big Mac had gone to town to sell apples at the market, and Granny Smith had locked herself in the kitchen to fill a huge order for apple jelly. So Apple Bloom found herself alone in her room, looking out at the window at the grey, overcast sky. She figured the pegasi must be planning a storm for that night, because the sky looked like it was ready to explode at any moment. While talking to her friends the previous evening had made her feel a bit better, it still left many questions unanswered and she wasn't particularly looking forward to facing Whiteshadow the next day at school without having some better understanding of things.

A knock at the door sent her grumbling downstairs, annoyed that something would distract her from her reverie.

Cheerilee said growing up is hard sometimes, but she never said it would be this hard!

With frustration and impatience, she flung open the door to see a familiar white pony with her hoof up, ready to knock again.

Her eyes becoming wide with surprise, and her stomach doing flipflops, she stammered, "Sh...shadow! Um...what're you doin' here?"

The white filly brushed her black mane out of her face with a foreleg and smirked, "Dad sent me to the market to pick up some stuff, and I saw your sister selling apples there, and I thought of you so I thought I'd stop over and see you."

"Y...you did?" she stuttered, desperately willing herself not to blush.

Whiteshadow laughed, looking past Apple Bloom into the house, "Did I catch you at the bad time or something?"

Apple Bloom shook her head emphatically, "No, not at all! What...what did you want?"

The white filly motioned with her head at a bag she had over her back, "Actually, I found something at the market that I wanted to show you."

Apple Bloom's thoughts went back to the last time her friend had wanted to show her something, and she felt her cheeks flushing despite every attempt to stop it.

"O...okay."

"You sure you're okay, Apple Bloom?" her friend asked, looking at her curiously, "Your face has gone all red and you seem like you're out of breath."

"For the love of Equestria, Apple Bloom! Stop it!" she internally chastised herself.

"I'm fine...really! So, um...you had something to show me?" Apple Bloom said, trying to distract herself and her friend from her current condition.

"Let's go outside somewhere where nobody will see us." Whiteshadow said, turning tail and trotting off toward the orchard.

Apple Bloom swallowed a lump in her throat, took a deep breath and followed her friend into the trees. After they had travelled deep into the orchard, Whiteshadow spun around and produced a bottle from her saddlebag.

"Check it out!" she said, laying it on the ground between them.

Apple Bloom looked at the green glass bottle below and read: "Vinter Acres Red Wine"

She looked up at Whiteshadow and frowned, "Why do you have a bottle of wine? I didn't think anybody would sell that stuff to foals."

The white pony smiled, "I found it on a cart in the market, and...I was thinking we could try it."

"Found it?" Apple Bloom asked, suspicious, "Shadow...did you..."

She lowered her voice to a whisper...

"...did you...steal this?"

Whiteshadow frowned, "Um...well, I guess so. But they had lots, so I don't think they'd miss one little bottle."

Apple Bloom's eyes opened wide, "Shadow! Stealin' is wrong! You have to take this back!"

Her friend rolled her eyes, "Come on! It's just one, and back home my friends used to take stuff all the time and nobody ever missed it."

Apple Bloom stepped closer to Whiteshadow and looked at her harshly, "In Ponyville, we don't do stuff like this! Ah just...cain't believe you'd do something...so stupid!"

Whiteshadow turned around, "So, I'm stupid now? I just don't see what the big deal is. I guess you don't want any, then."

Apple Bloom sighed, "It's dumb to take stuff without askin', Shadow! And besides...foals shouldn't be drinkin' alcohol. Could you...please just take it back?"

Shadow shook her head, "I have it now, so I might as well keep it. If you want to be like that, though, I won't do it again."

Apple Bloom took a deep breath and felt a tightening in her chest. She was so frustrated and upset, both with what Whiteshadow did and the way she felt about her and...just everything. She felt herself getting sick and stammered, "I...I gotta go, Whiteshadow. I just...I can't be here right now." before walking off.

The white filly stayed sitting by an apple tree with her bottle of wine, while Apple Bloom stamped away. She only got a few feet away before the tears started flowing down her face, and she took off in a run toward her house. A part of her felt like turning around and showing the white filly the pain she had caused her, but another part didn't want to give her the satisfaction of seeing the conflict within her. She hated the way she felt, and she hated her body for making her feel this way...and she hated...life.

She was nearly past the last row of trees when she heard Whiteshadow's voice calling behind her. She wanted to take off in a gallop, race into her house and slam the door. She wanted to spin around and buck Whiteshadow as hard as she could with her back legs. She wanted...she ached to have anybody understand what she was feeling.

"Slow down, Apple Bloom! Can we just talk for a second!"

"That tears it! Ah'm gonna wallop that no-good thief!" she thought to herself as she slowed down enough to let Whiteshadow catch up to her.

When she felt a hoof on her back, she spun around and readied herself to smack the filly as hard as she could. But when she turned around, she saw Whiteshadow's eyes shine with concern.

"Are...are you crying?"

She tried to respond, but couldn't speak as the tears flowed anew down her cheeks and soaked into her red mane that was now a tangled mess on her face. She shook her head and tried to look away.

"I'm...I didn't know it would upset you this much. I'm sorry."

Apple Bloom sat down on the ground and wiped at her face with her hooves, and Whiteshadow sat beside her and looked away, appearing uncomfortable and nervous and confused. The two fillies sat in silence for nearly a minute, looking at the grass, the sky, and the trees around them; anything to avoid looking at each other. Occasionally, Apple Bloom would look over at her friend, but then quickly look away, her head and jumbled mess of emotional turmoil.

Suddenly, raindrops began to fall from the sky - gently at first but then more steadily. Both ponies looked at each other, trying to find the words to break the silence, and finally Apple Bloom spoke...

"Well...ah suppose you should come inside until the rain stops."

Whiteshadow shook her head and stood up, "Naw, it's not that far to walk home. Plus, my dad must be wondering where I am."

Apple Bloom stood up too and shrugged, "Oh. Well, okay then. I reckon you should go, then, before it gets worse."

Whiteshadow nodded and the two started walking in opposite directions.

"Apple Bloom, wait!"

The farm filly turned around and saw her friend set the wine bottle on the ground in front of her, "Look...um...could you maybe return that to the market next time you're there? Maybe...say you noticed it had fallen off the cart or something?"

"You know, most of those folks know my family well. Ah could get in trouble if they think ah was the one that stole it." Apple Bloom, responded, crossing her forelegs in front of her.

"You're right..." Whiteshadow said, moving toward her, "I'll drop it off. I should just be honest anyway. I'm such an idiot!"

Apple Bloom smiled, "No, you're not. Everybody makes mistakes. Ah'll drop it off for you."

Whiteshadow smiled, "Thanks...now, you should get home. You're getting all wet."

She reached out a hoof and moved some of Apple Bloom's mane out of her face.

"So are you, dummy!" Apple Bloom responded, smiling, and moved some of Whiteshadow's black mane away from her eyes.

Her hoof lingered on the side of Whiteshadow's muzzle. Her smile slowly recessed and was replaced with another expression: that of confusion mixed with longing.

"Shadow...you have beautiful eyes."

The white filly smiled and Apple Bloom could see her cheeks blushing even beneath the rain and the black fur stuck to her face.

Apple Bloom felt like if she didn't say what was on her mind - what had been on her mind for quite a while - she was going to start crying again. And she was tired of crying all the time.

"Shadow..."

"Yeah?"

Apple Bloom took a deep breath, her cheeks turning red to match the face of the filly in front of her...

"I...I love you."

As soon as she said it, she closed her eyes tight and waited for the inevitable moment when she felt Whiteshadow move away from her and never speak to her again. She waited to be hit, or yelled at. She waited to be told that she was a weird, disgusting pony and that nobody could ever love her.

Her heart sank when she felt Whiteshadow take her hoof away from the side of her head.

"This is it..." she thought to herself.

Her eyes popped open, however, when she felt lips pressing against her own. She saw the white filly had moved forward and was kissing her, awkwardly but full of passion. Apple Bloom wrapped her forelegs around Whiteshadow's body and held her tightly. The rain pouring down on them soaked their manes, faces and bodies, but it did not stop Apple Bloom from returning the kiss with all the pent-up passion, love and emotion that she had felt since the first moment she met the white filly.

All too soon, Whiteshadow pulled her face away from Apple Bloom's. With sad eyes, and a half-smile she said, "I...I really do have to get home."

Apple Bloom grudingly unwrapped herself from Whiteshadow and sighed, "K..."

"I'll see you tomorrow..."

Apple Bloom nodded and turned to walk away, but Whiteshadow turned her back around to face her.

"I love you too, Apple Bloom." she said, biting her lower lip.

And with that, she turned around and gallopped away toward the road, leaving Apple Bloom standing in the orchard, alone in the rain.

Apple Bloom's stomach was a swirl of emotions, but she suddenly realized what had happened and she smiled. Then, she looked down and saw the abandoned wine bottle on the ground beside her. She began to laugh to herself, then picked up the bottle and carried it with her back to the house.

The Next Step

The next day, Apple Bloom woke up feeling like a brand new pony. The pains in her head and chest were gone; the butterflies in her stomach had vanished; and her confusing swirl of emotions was focused and finally made sense. It was as though she had been trying to swim against a powerful current, and had finally allowed it to take her where it needed her to be.

It was just like Sweetie Belle had said: I'm in love. I, Apple Bloom, am in love. My first love. My only love. My forever love. It don't matter that she's a filly; ah love her, and she loves me!

She got out of bed, brushed her hair, and put a new red bow in it. She smiled as she looked in the mirror; the first time she felt like smiling in weeks. After a quick breakfast, she left the farm early so that she could go to the market and return the wine bottle. She laid it on the ground where the vendor went, so perhaps it would look like it just fell off a cart, and then made her way to school.

Halfway there, though, Apple Bloom had a horrible thought that stopped her in her tracks...

She remembered their first intimate moment, where Whiteshadow had decided to not want to talk about it the very next day.

But that was different...wasn't it?

Suddenly, Apple Bloom's stomach was tied up in knots again, and no matter how much she tried to put the negative thoughts aside, she couldn't help wondering if the white filly would deny everything.

What if she pretends nothing ever happened? What if...she doesn't mean what she said?

Those thoughts so filled Apple Bloom's mind that before she even realized it, she was standing in front of the school, and Sweetie Belle and Scootaloo were trotting over to see her.

"So, are we going to go crusading tonight, or do you have another d..." Scootaloo started to say, before Sweetie Belle smacked her with a hoof.

"Shush!" she hissed at the orange pegasus, before turning to Apple Bloom and saying, concerned, "How're you doing, AB? You feelin' any better from Saturday?"

Apple Bloom shrugged and replied, "I'm okay, ah guess. Um...have either of you seen...uh...Whiteshadow yet today?"

Scootaloo rolled her eyes, but shook her head, "Nope. She normally comes close to the bell, though, doesn't she?"

Sweetie Belle shook her head too, but then looked past Apple Bloom and squinted her eyes, "Isn't that her coming up the path now?"

Apple Bloom spun around and looked behind her, immediately recognizing the white filly with the black mane trotting down the path to the school. She took off in a gallop to meet up with her, but slowed down shortly after.

What the buck, Apple Bloom! She's going to think you're crazy comin' at her like that!

They met out in front of the school and Whiteshadow brushed her mane aside with a hoof and said, a slight smile on her face, "Hey, AB. What's going on?"

Apple Bloom tried to appear happy and relaxed, but she felt her head pounding as she looked into the blue eyes of the filly in front of her. She felt at a loss for words, but knew that standing there with a dumb grin on her face wasn't the right thing to do either, so she tried to play it cool...

"N...nothin' much. What's up with you?"

Whiteshadow giggled, "I dunno. You came galloping at me from over at the school, so I figured you had something to tell me."

Stupid Apple Bloom!

"Nope...just...happy to see you, is all, ah guess."

Whiteshadow's smile got bigger and she stepped closer to Apple Bloom, then quietly said, "I'm happy to see you too. I went over to your house this morning, figuring we could walk to school together, but your granny said you'd already left."

Apple Bloom's eyes opened wide and she felt her cheeks flushing a bit as she stammered, "Ah...ah would have liked to walk with you."

Whiteshadow tilted her head to the side a bit and reached out a hoof to touch the bow in Apple Bloom's hair. "Is that a new bow, AB? I like it."

Apple Bloom nodded and smiled, feeling a lot of her discomfort leaving her body. "Yeah...ah...actually wore it today for you."

The white filly's cheeks flushed a bit and she looked at the ground, "That's...so sweet."

Apple Bloom continued to stare at Whiteshadow, trying to find the right words or actions to do. She was still nervous about how her friend felt about what had happened the day before, but she was tired of doubting herself.

Taking a deep breath, Apple Bloom slowly reached a hoof up to stroke Whiteshadow's mane. The filly looked up quickly, her face growing more red by the second, and whispered, "Won't the ponies at school see?"

Apple Bloom maintained a serious expression as she leaned in close to Whiteshadow, she swallowed her nerves and whispered, "Ah don't care what anypony thinks, and neither should you! Shadow, ah meant what ah said yesterday...about how ah felt. Ah'm done playin' games with you! Do you feel about me the way you said?"

Whiteshadow bit her bottom lip, then slowly leaned in and nuzzled Apple Bloom's face with her nose. "I...I meant it. I promise!" she whispered.

"Good!" Apple Bloom whispered, then placed a soft kiss on Whiteshadow's lips and said softly, "Now, we're gonna be late, so we should probably scoot!"

The two fillies walked back to school together, shooting sly smiles at each other. When they reached the yard, ponies were lining up as Cheerilee rang the school bell and motioned for all the ponies to come inside. Apple Bloom stopped next to Scootaloo and Sweetie Belle, who both had eyes as wide as saucers.

"What...the...buck." Scootaloo stammered to her, "Did you two...whoa, you weren't kidding!"

Sweetie Belle smiled shyly and whispered, "So...I guess you told her, then? So...are you two...um...a couple now?"

Apple Bloom shrugged and said, smiling smugly, "Ah'm not sure. I guess...maybe?." then walked past them to join the other fillies and colts in line.

*****

In class that day, Apple Bloom acted similar to how she acted the previous Friday, frequently turning her head to look at Whiteshadow. Now, however, rather than looking at her with curiosity and confusion, Apple Bloom swooned at the way her mane fell delicately into her face, noted how adorable her blue eyes were as they barely remained visible underneath her long fringe, and her heart soared with love and affection at the concentration that she gave to everything she wrote and drew. While she still didn't quite understand why she felt this way for a pony of the same sex, it remained an afterthought as she reasoned that love is love, and the heart wants what it wants. She regretted not accepting her feelings earlier.

When the time came for recess, she packed her things and met Sweetie Belle and Scootaloo at the front of the classroom as she normally did. Today, though, they were joined by another pony as Whiteshadow shyly stood next to Apple Bloom and seemed to silently will her attention.

"So, ah was thinkin' we could go crusadin' tonight to make up for Friday." she said, looking to Sweetie Belle and Scootaloo for approval. The unicorn filly nodded excitedly, but Scootaloo motioned with her head over at Whiteshadow and countered, "Sure you wouldn't rather do something with somepony else?"

Apple Bloom crossed her hooves across her chest and replied, "Actually, ah think we should invite Shadow to join the Cutie Mark Crusaders!" then turning to the filly standing beside her, she smiled and asked, "Don't you wanna get your Cutie Mark?"

Whiteshadow looked at her bare flank, thenshyly at the ground, appearing embarrassed at having been included in the discussion. She mumbled, "Um...I guess."

Apple Bloom nodded in satisfaction, then turned back to her two friends and whispered sternly, "Ah'm not gonna be made to choose between mah feelins and mah Cutie Mark, and if y'all are mah friends..." she looked particularly at Scootaloo, "then y'all will understand."

Scootaloo took a deep breath and, looking suspiciously over at the embarrassed Whiteshadow, she nodded and replied, "Fine. I guess I don't mind another Crusader if Sweetie Belle doesn't."

Sweetie Belle smiled, pleased that things seemed to be going back to normal, and said in her typical squeaky voice, "Welcome to the Cutie Mark Crusaders, Whiteshadow!"

The white filly looked up with a small, shy smile and shrugged, "Thanks...I suppose."

Apple Bloom grinned at how things were turning out, "It's settled then! We'll meet at the clubhouse tonight to officially induct Whiteshadow and plan our next crusade!"

Apple Bloom and her friends headed toward the door to go out and play, with Whiteshadow walking close to Apple Bloom and whispering to her, "Cutie Mark...what?"

She giggled and whispered back, "Ah'll tell ya later."

*****

After school, Apple Bloom said goodbye to Scootaloo and Sweetie Belle, planning with them to meet at the clubhouse after supper, and walked home with Whiteshadow. The two fillies walked in silence next to each other until they were out of sight of the school, then Apple Bloom leaned over and, with a giggle, nuzzled Whiteshadow's neck. In response, the white filly stopped walking and, her cheeks turning red, looked at Apple Bloom and whispered, smiling, "What was that for?"

The farm filly shrugged and, with another quick nuzzle, replied, "Nothin'...just...well...I thought about you a lot today and...ah like that you and ah have...um...these feelins' for each other."

The white filly moved a bit closer to Apple Bloom and, after a moment of hesitation, quickly leaned in and kissed her lips. The two fillies wrapped their forelegs around each other and stood in the middle of the path, open-mouth kissing with their tongues awkwardly moving around. Apple Bloom has never kissed anybody except her sister and Granny Smith, and definitely not this kind of kissing, but she reckoned that Shadow was a good kisser. The kiss was sending warm feelings through her body, particularly focused on the area between her legs. She felt her breath quicken as her adolescent hormones went into overdrive and made her unconsciously press her hind legs together, sending waves of pleasure through her. She could feel something similar happening to her lover, as Whiteshadow's breath began to quicken substantially from when they began kissing.

A sudden crack of a branch caused them to jump apart, and Apple Bloom looked behind her and saw a couple of colts from school coming up the walk. The two ponies quickly smoothed out their manes and began walking at a quick pace down the path, both of their cheeks bright red. Apple Bloom had a feeling like she'd been caught doing something wrong, but she wasn't sure why.

Wasn't it normal to be affectionate with somepony you cared about?

The two ponies continued walking quickly through town, getting closer to Whiteshadow's home. Though her breathing had returned somewhat to normal, she continued to have a warm, damp feeling between her legs that had developed during their kiss. She knew from reading and hearing things told around the schoolyard that she was feeling aroused - similar to how she felt during that memorable sleepover at Whiteshadow's house the past weekend. She knew the chances of having something similar happen to resolve it were not likely, but she was also aware of other options for dealing with it; options that required her to be home, in private.

As they arrived at Whiteshadow's house, Apple Bloom fought an internal battle between wanting to get home and relieve some of the tension that her actions with her lover had built up, and wanting to stay with her to spend more time being close. As she contemplated her predicament, Whiteshadow turned to her and, smiling, said, "You can come in for a few minutes, if you want. My brother isn't home from school for a bit, and my dad is probably working in his room."

Apple Bloom weighed her options, and reconciled that she could afford to wait a bit longer to get home. Nodding in agreement, she replied, "Okay. Besides, ah still have to tell you all about the Cutie Mark Crusaders so you know what to expect tonight."

Whiteshadow smiled and replied, "Oh, right."

The two fillies went up to Whiteshadow's room and, closing the door behind them, Whiteshadow sat down on the floor and smiled, saying, "Okay. So, tell me about this club that I'm joining."

Apple Bloom sat beside her and started telling her about how the three friends had started the club, and about the clubhouse they built, and the things they did. Whiteshadow listened with interest, nodding at certain parts.

As she spoke to her, Apple Bloom silently admired the way the white filly looked at her, smiled at her, and sat close to her. It made her feel so happy to be with her - like nothing in the world could possibly go wrong. It also made her feel something else...something more involuntary. Several times during her explanation, she'd lose her train of thought, or find herself getting lost in Whiteshadow's eyes. She also felt a growing warmth in her lower region...

It could have been the fact that her private area seemed now to throb more and more each moment, impeding her judgment; or perhaps the fact that she felt close to the other filly now that they were basically a couple - at least in her mind, but she interrupted herself halfway through a story about how the three of them had once tried to get their Cutie Marks in glass blowing and, biting her lip, she divulged, "Um...can ah be honest with you about something kind of...well...embarrasin'?"

Whiteshadow gave her lover a half-smile and replied, "Of course, AB, but there's nothin' you should feel embarrassed about, considerin' what we've done together."

Apple Bloom smiled shyly and said, "Yeah...um...that's kind of the thing. Ever since we kissed back on the path, ah've been feeling really...um...achy...like...in my nethers."

The white filly's cheeks immediately turned a bright red. She nodded and said softly, "Yeah...actually, me too. I just...didn't want to say anything in case you...didn't feel the same way."

The farm filly felt better knowing that she wasn't alone, but it still didn't really fix her issue.

"So...well...I was thinking..." Apple Bloom continued, a little more hesitatingly, "if y'all didn't have any questions about the Crusaders, I might go home and...um...you know..."

She trailed off, not quite willing to divulge her plans so openly.

The black-maned filly narrowed her eyes a bit, her breathing speeding up some, and, moving closer to Apple Bloom, she whispered, "Well...you could...I mean...we could do it here...together."

Truthfully, Apple Bloom had never thought of that sort of thing as something to be done in front of some other pony. She'd only ever done it a few times herself, and always at night when she was alone, and wasn't really sure she was even doing it right. But the idea of doing it with this filly that she felt so strongly about gave her some warm tingles between her legs.

"O...Okay." she said slowly, and moved closer to Whiteshadow, "So...how do you...well...do you want to start, or should I?"

Whiteshadow shrugged, her face turning impossibly more crimson, and stammered, "W...well, we could do it at...um...the same time...if you want."

The two fillies sat, unmoving, next to each other for nearly a minute, both willing the other to be the one to start things off. Apple Bloom was feeling nervous, but she was also feeling really aroused, so she slowly lay back beside Whiteshadow. Her friend - seeing her lie back - slowly moved her back legs around so that she lay parallel next to Apple Bloom. Lifting her head up to look over at the farm filly, Whiteshadow whispered, "So...um...how do you normally do it?"

The red-headed pony took a deep breath...

Ah'm really gonna do this, ain't I?

"Well..." she started, her voice shaking slightly, "I normally just kinda..." she spread her hind legs, revealing her fillyhood, and slowly reached one of her hooves down, "um...just use one of my hooves to...you know...rub myself."

The white filly beside her looked with interest and arousal in her eyes as Apple Bloom slowly rubbed her slit up and down, taking the moisture gathering between her lower lips and spreading it around. Seeing her friend watching her do something so private and intimate made Apple Bloom's young vagina throb and she began to almost unconsciously rub herself faster. Apple Bloom watched as Whiteshadow's hoof moved down her young body and began to almost mimic her actions. Covered with white fur, but bright pink inside, Apple Bloom noted her friend's fillyhood was nearly the same as hers, and watching her play with herself reminded Apple Bloom of those magazines that her lover had shown her. She felt like one of those mares in the photos, and, trying to copy what she had seen, she let her tongue hang out the side of her mouth, closed her eyes and began to rub her slit faster.

The feelings of pleasure shot through her body like fireworks exploding in her head as she stroked quickly over her entrance and kept brushing past her swollen clit.

"Maybe the mares in those magazines are on to something!" she thought to herself.

She began to feel the tension building up in her whole body as she approached orgasm. She opened her eyes out of curiousity to see what her friend was doing, and saw her lover staring at her with lust as she rubbed herself.

"Wha...what are you lookin' at?" Apple Bloom asked breathlessly, still rubbing her clit.

The white filly smiled shyly, her black mane hanging over one eye, and said, "You...just look so...wow...sexy, I guess. Um...can I...feel you?"

Without waiting for a response, Whiteshadow moved her free hoof down and began rubbing Apple Bloom's wet slit while she continued clopping herself with the other one.

Apple Bloom squeezed her eyes shut and let out a loud, involuntary moan as the feeling of her friend's hoof on her most sensitive area brought her a new kind of feeling that her own touching had never done. While the new hoof currently rubbing over her swollen nub was awkward, unsure, and, at times, somewhat more direct than it should have been, just the thought that it belonged to the white filly sent bursts of sexual pleasure through Apple Bloom's whole body. Before she even realized it, she felt her body tense up and she barely had enough time to gasp, "Sha...Shadow, I'm gonna..." before the floodgates opened and she pressed the hoof tightly between her legs and rode out a very intense orgasm.

It had happened so suddenly, she was still catching her breath when she opened her eyes and saw the white filly still rubbing herself with wild abandon, her other hoof still resting between Apple Bloom's legs.

Smiling, she said softly, "So...um...can ah help?"

Whiteshadow opened her eyes and panted, "Y...yeah, okay. I'm...nearly there, but...I just can't..."

Apple Bloom didn't know what possessed her to do it, but without a second thought, she moved to her belly and, taking Whiteshadow's hoof in her own to keep it from smacking her in her head, she moved between her lover's legs and buried her face in the wet, pink folds of Whiteshadow's vagina. Much more confident this time than the first time she had done it, she dipped her small tongue between the fur-covered lips and licked all around her entrance. The slight dribble of fluid that seeped out touched Apple Bloom's tongue, spurring her on to collect more of the precious liquid from her lover's warm passage. She gave a series of quick tongue baths of her lover's pink folds, before, knowing that Whiteshadow was close, flicking quickly over her swollen clit. From above her, she heard a loud squeal and her head was gently squeezed between two hindlegs. Remembering from last time, she took her beloved's clit in her mouth and gently suckled on it as it throbbed with every spasm of orgasmic pleasure that rocketed through Whiteshadow's young frame.

Feeling her lover's body settle back on the floor, she lapped eagerly at the steady stream of filly juice that leaked out of the folds against her lips.

"I...I came." was Whiteshadow's breathless declaration.

"Ah know!" Apple Bloom giggled in response, moving back out from between the white filly's hind legs and sitting on the floor.

"I'm sorry...I didn't mean to hurt you with my legs."

Apple Bloom smiled and moved to sit next to Whiteshadow, who was still laying on the floor.

"You didn't. Ah was just happy you felt good."

"Why did you put your mouth on me?" Whiteshadow asked, propping her head up with one of her hooves.

Apple Bloom shrugged and lay down on her stomach again next to her lover, "Ah dunno. I guess...because...you taste good?"

Whiteshadow swung a hoof out and gently smacked Apple Bloom, "Shush! I do not!"

Apple Bloom laughed, "Shore do! Wanna taste?" and before she could respond, the farm filly jumped on top of the black-maned filly and pressed her open mouth down over Whiteshadow's own mouth in a purposely sloppy kiss. Whiteshadow put up some resistance, moving her forelegs around to try and push Apple Bloom's face away, but soon settled down and responded with her own tongue as the two began to kiss and nuzzle each other.

Apple Bloom moved her mouth briefly away from Whiteshadow's to whisper, "Ah love you."

The filly beneath her responded by wrapping her forelegs around Apple Bloom's neck and holding her down in a tight, passionate kiss.

*knock* *knock*

The sudden bang at the door caused Whiteshadow to shove Apple Bloom off of her, and, while she straightened her mane with her hooves, she half-shouted at the door, "Y...yes! What?"

The deep voice of an adolescent colt replied, tinged with impatience, "Shadow, dad wants to know what you want for supper?"

Whiteshadow looked at the clock on her wall and whispered, "Holy heck! We've been in here for over an hour!" then responded loudly to the door, "Um...tell him...whatever! I don't care! I...umm...I have a friend in here!"

"Whatever!" was the response, as the sound of hoofs walking away.

Apple Bloom felt her face flush, and she said softly, "Ah should probably go. Mah family is probably wondering where I got off to after school."

Whiteshadow finished smoothing her mane and fur out, and stood up. With a sad smile, she walked over to Apple Bloom and extended a hoof to help her up, saying, "Oh, okay. I'll see you tonight at the club thing, right?"

Apple Bloom nodded and retied the bow in her mane.

Whiteshadow walked down the stairs with Apple Bloom and opened the door for her. "See you later..." she said to the farm filly, leaning in for a quick nuzzle of her snout.

Apple Bloom nodded and walked outside, making her way through town in the direction of her farm. She felt a lot better, the ache in her loins was gone and replaced by a feeling of sticky satisfaction...

Ah probably should have cleaned mahself down there a bit before ah left...

...and if there weren't other ponies walking around the town square, she likely would have started dancing.

Author's Note

Another chapter down...

Sorry for taking so long between chapters. It's so hot here, and I've been more than a bit down since losing my job so it's hard to find the desire to sit down and pound out 2000+ words.

As always, comments, criticisms and favourites are appreciated!

Common Ground

The first week of school passed without much incident. Apple Bloom tried to keep up in class as best she could, but her main focus continued to be spending time after school and on weekends with her friends, crusading for her Cutie Mark, or avoiding Diamond Tiara and Silver Spoon.

Being the neighbourly sort, Apple Bloom also took it upon herself to try and befriend the new girl, Whiteshadow, but she was having a terrible amount of luck. The new filly never seemed to spend much time paying attention in class - her face always buried in a piece of paper, doodling or writing - yet there had been a few times throughout the week when their eyes had met across the classroom just like the first day, and Apple Bloom could swear that she had seen the white filly smile at her once or twice. It was hard to tell beneath the hair that always seemed to be in her face. When she tried to say hi to her in the hallways, or outside the school house, Apple Bloom couldn't seem to get more than a nod out of her.

One evening, the Apple family were gathered around the supper table, chatting about the day's work as they normally did. Apple Bloom wasn't that hungry this particular night, though, so she was mostly picking at her food or moving utensils around on the table.

"Y'all look like you got sumthin' on your mind, sugarcube. How was your day?" Applejack asked.

Apple Bloom sighed and replied, "Fine, ah 'spose. Ah jus' can't figure out this new filly we got in class. Ah been tryin' to talk t'her for a week now - tryin' to make her feel more welcome like Ms. Cheerilee said - but she don't say much."

Applejack smiled and stroked Apple Bloom's back with her hoof, "Well, ah think that's great, you tryin' to help this new pony. I sure she'll come around; maybe she's just shy. T'aint no reason to put you off your chow, though!"

Apple Bloom sighed again, "I know, big sis. I jus...there's somethin' about this filly. Something...strange. It makes me feel all funny-like that I can't get her to say much."

"I sure she'll come around, AB." said Applejack, comfortingly and then added, "Hey, why don't you see if she wants to come over for supper some night? In ma mind, there ain't nothing more welcoming than a big ole' Apple family supper!"

"Maybe..." said Apple Bloom, with doubt in her voice.

"Save yer analysin' and theorizin' for another time, youngin', and eat yer carrots!" Granny smith chimed in from the other side of the table.

*****

The next day, Apple Bloom sat in class and tried to come up with some way of getting Whiteshadow to come out of her shell. The black-haired pony was sitting at the back of the class, her chair tilted back slightly, reading a comic book and generally appearing to ignore everybody.

"I have to figure this out!" Apple Bloom thought to herself, then added, "But why do I care so much?"

"Apple Bloom, do you know the answer?"

Apple Bloom quickly looked up to see Cheerilee and the rest of the class looking in her direction, silently awaiting her response. Her face turning as red as her hair, Apple Bloom had been so preoccupied with this other pony that she had completely stopped paying attention in class.

"Uh...no, Ms. Cheerilee." she responded sheepishly.

The purple mare walked up to Apple Bloom's desk and smiled at her, "Apple Bloom, I do wish you'd pay attention in class. You've seemed so distracted the last few days."

Apple Bloom looked down at her desk and nodded, "Yes, Ms. Cheerilee; I'm sorry. I'll try to listen better."

She could hear sniggering coming from Diamond Tiara, and barely heard her whisper to Silver Spoon, "Looks like her head is as blank as her flank."

Apple Bloom restrained her comeback, crossed her front legs on her desk and buried her face in frustration.

"Ok then. Does anypony else know the answer?"

"48 bits." came a quiet, unfamiliar voice.

Apple Bloom looked up to see everybody in the class looking behind her, she followed their gaze to Whiteshadow who had laid her book down and was now sitting up in her chair with her black mane still hanging in her face.

"Is the answer 48 bits, M...Miss?" she said again.

"That's correct! Excellent work, Whiteshadow!" was Cheerilee's response.

Whiteshadow gave a half-smile, then looked down, picked up a pencil, and began writing something on a piece of paper.

*****

When class broke for recess a short time later, Apple Bloom saw that Whiteshadow made no effort to get up and remained writing at her desk. Apple Bloom remained at her desk as well, and waited while everypony else went outside to play. She decided that today was going to be the day that she tried making friends with this new filly. As she passed Apple Bloom's desk on the way outside, Scootaloo said to her, "Well, aren't you coming outside? Sweetie Belle wants to go over a great idea for something we can do to get our Cutie Marks."

"In...in a minute, girls." was Apple Bloom's response as she remained focused on the pony behind her.

Scootaloo followed Apple Bloom's gaze, and then looked back at her quizzically, "What is it with you and the new girl? I've caught you looking over at her a bunch of times this week?"

"It's...nothing, Scoots. Just go outside. I'll be out in a bit!" Apple Bloom responded, an annoyed tinge to her drawl.

Scootaloo shrugged and trotted outside.

Seeing her friend leave, Apple Bloom was finally left alone in the classroom with Whiteshadow. Tentatively, she walked over until she was standing beside the filly's desk, watching her reading a comic book with a muscular stallion with a cape on the cover.

The white filly looked up at Apple Bloom and, narrowing her eyes questioningly beneath her mane, she said, "Yes? Did you want something?"

Apple Bloom tapped her front hooves together nervously, and said, "Well...uh...ah was just wonderin'...umm...what you were readin'?"

"A comic book." was the pony's simple, monotone response.

Apple Bloom smiled, her eyes looking around while she searched for another way to start a conversation with this filly.

"Consarn it, Apple Bloom! Get ahold of yerself! You're more nervous than a rattlesnake in a watermelon patch!" she thought to herself, chastisingly.

"So...um...how are you likin' Ponyville?" Apple Bloom tried.

The filly's response was a shrug and, "S'okay. Ponies here seem nice, but I miss my friends back home."

Apple Bloom slowly sat down next to the pony and nodded, "Yeh...it must be hard bein' the new pony in town."

The two ponies sat in silence for a few minutes, tapping their hooves together. Finally, Whiteshadow picked up her comic book and put it away.

"So...um...how long have you lived in Ponyville?" she asked Apple Bloom.

Apple Bloom smiled, "I've lived here all ma life. The Apple family actually helped found Ponyville."

"Oh." was the filly's response, followed by a sigh.

"But...um...": Apple Bloom added, "well...I know what it's like to not fit in. See...ah don't have my Cutie Mark yet, and most of the other fillies and colts in Ponyville do, so...ah get made fun of sometimes. I get...called things like 'blank flank' and such."

"Oh...," the white filly responded and, brushing the black mane from her face, she stood up and showed her flank to Apple Bloom. It was bare.

"Well...I guess I'm a 'blank flank' too, then. Most of my friends back home have theirs, but my dad always told me that I'd get mine when it was the right time."

Apple Bloom nodded, understandingly. "My big sister, Applejack, and Granny Smith say the same thing to me. But ah get real impatient sometimes. So...me and mah friends have a club, and we go around tryin' to find ways to get ours."

"Sounds...fun." she responded, sitting back down.

At that moment, Sweetie Belle popped her head through the doorway and said, "Hey, AB! You comin' out to play or what?"

Apple Bloom stood up and, turning first to look at Whiteshadow, she turned back to Sweetie Belle and said, "I'll be out in two secs."

She turned back to look at Whiteshadow who was idly digging at a loose piece of wood on her desk, and said, "So...um...I was thinking...if you weren't doing nothin' sometime..."

"Apple Bloom, shake a hoof! We're going to have no time for planning if you don't come out now!" said Scootaloo, sticking her head in the doorway.

Apple Bloom cast a quick glance over at Whiteshadow and, after briefly pausing to bite her lower lip in thought, yelled, "Coming!" and trotted out the door after her friends.

*****

When school broke that day, Apple Bloom felt in much better spirits. She had managed to get through to the new girl, and she had some amazing plans for the weekend with her fellow Cutie Mark Crusaders.

"So, it's settled!" said Sweetie Belle, walking out of the school doors beside Apple Bloom and Scootaloo, "We meet Friday after school at the clubhouse. I just know we can come up with three or four really good ideas to get our Cutie Marks."

"It's settled!" both Apple Bloom and Scootaloo said in unison.

"Hey! Why don't you look where you're going, 'blank flank'!"

The three fillies turned around to see Diamond Tiara and Silver Spoon confronting Whiteshadow.

"I...I don't know what you're talking about." Whiteshadow stammered, trying to get around them.

The two bullies laughed evilly, as they moved to block her way.

"I've had about enough of those two!" Apple Bloom grumbled, then, before Scootaloo and Sweetie Belle could say anything, she took off back toward the school.

When Diamond Tiara and Silver Spoon saw the red-headed filly running toward them they took off in the opposite direction, looking genuinely frightened by the expression on Apple Bloom's face.

"Yeah, you better run, you two lily-livered varmits!" she shouted after them. Turning toward the white pony next to her, she said, "Sorry about those two. They're just a couple of bullies."

Whiteshadow shrugged, "I've seen worse than them in Califoalia. But...thanks, I guess."

Apple Bloom smiled, but couldn't think of anything else to say. She found herself staring at the white filly - her black mane, her barely-visible blue eyes...that empty flank - and felt a hot flush come over her face.

"What in tarnation is wrong with me!" she thought to herself. "I'm acting more nervous than Fluttershy!"

After a few more moments of silence, Whiteshadow cleared her throat and said, "Well...I guess I better head home for supper." then turned tail and started walking away.

Supper...

"Wait a sec!" Apple Bloom called after her, "Um...didja maybe...wanna come over for supper...?"

Whiteshadow turned her head toward Apple Bloom and blew several black strands out of her face, "Supper? You mean, at your place? Tonight?"

Apple Bloom nodded, willing the persistent redness of her cheeks away, and added, "I mean...if y'all wanted to, that is."

Whiteshadow looked pensive for a moment, then said softly, "Uh...I guess. I mean...I'd have to ask my dad, but...okay. Thanks...Apple Bloom."

She then turned back and started walking away again.

"I'm over at Sweet Apple Acres!" she hollered after her.

"I know." came the response.

Apple Bloom watched the filly walk away, trying to think of something else to add.

"AB, why are you staring at the new girl's hindquarters?" said Scootaloo, walking up to stand next to Apple Bloom along with Sweetie Belle.

Apple Bloom turned toward her quickly and exclaimed, "Ahm not, dummy! Ah mean...ah was just...we were talkin' and..." she let out a sigh, shaking her head, she closed her eyes tightly.

"What's the matter with you lately, Apple Bloom?" Sweetie Belle asked, appearing concerned.

Opening her eyes again, she looked pleadingly at Sweetie Belle and said, genuinely upset, "I don't know!"

Author's Note

Another chapter done!

I'm getting a few downvotes, I've noticed, and I think maybe it's because of how slowly this story is moving along. I promise you things will be picking up soon, and those of you who are looking for parts that are more...racy won't have too much longer!

As always, comments are appreciated!