It was the first soccer game of the season, and turnout to watch the Canterlot Wondercolts face off against early-season rivals the Everfree Shadowbolts was pretty heavy. For Babs Seed, it was an excuse to skip out on chores at home and catch some burgers with her friends after the game. All around her, students erupted in cheers and whoops as the Wondercolts took the field.

“Man,” she grumbled, pausing to take a sip of her slurpee “why don’t we get crowds like this at our rugby games?” She kicked a foot up, propping it on the bleacher bench in front of her, very nearly whacking some magenta-haired girl with the heavy stomper. “Sorry, Roseluck!” she gave the glaring girl her most snarky smile. “Didn’t mean to getcha.”

“Well, perhaps the rules of, er, rugby are a bit obscure for these sorts of crowds, Babs,” offered the girl to her right. Rarity was, as her name suggested, a surprise. A freshman who could cut it with the upperclassmen, had a sense of style and enough wit to keep up with Babs and her circle. She was a keeper. “I mean with soccer, it’s, you kick the ball into the net. How hard is it to follow?”

Despite herself, Babs chuckled. “Yeah, something like that. Maybe you’re right, lots of knuckleheads in this school…” she drifted off, peering past Rarity into the crowd. "Speaking of..."

To her other side, Sunflower had stopped her incessant texting to peer out over the field. “The ones in blue are our team, right? Oof!” She winced, rubbing her ribs where Babs had elbowed her “What the hell, Babs?”

“I think this dweeb coming over wants to talk to you, Sunny,” Babs answered, tipping her head towards the skinny pink-haired girl slowly picking her way through the crowd towards the trio.

Leaning to see, Sunflower snorted. “Oh, jeeze. Flutter-Stutter? This ought to be good.”

“E-excuse me,” came the confirmation, barely audible over the crowd. Fluttershy smiled to the trio, and only Rarity returned it. “I-I wanted to talk to you,” she said to Sunflower, knotting her fingers together. “About your-your dog,” she added, seeing the Junior’s expectant glower.

“I’m sorry, were you talking to me?” Came Sunflower’s reply, cupping a hand to her ear, making Babs snicker around her slurpee straw. “Couldn’t hear you!”

“Y-yes.” Fluttershy took a deep breath and untangled her fingers. “I know you don’t like me, but I think your dog is sick, and I w-want to help.”

Sunflower, Babs, and Rarity all turned to have a look at Sunflower’s Chihuahua, Pogo, who had his head poked out of the girl’s handbag. If you asked Babs, chihuahuas all looked diseased, but Pogo did seem a little worse-off than usual, with runny eyes and quick little pants.

Sunflower sniffed haughtily, flicking her strawberry blonde hair to the side to turn a gaze as hard as emerald gemstones on the freshman. “OhI Okay! Thanks!” she said with enough saccharine sarcasm to make even Babs and Rarity wince. “I’m really glad for your totally unnecessary advice!” As Fluttershy wilted back, Sunny rose to continue, pointing her finger in the freshman’s face. “Look at you, can’t even stand up for yourself! You freshmen losers are so pathetic. You all want to be something-“

“Sunflower, that’s enough!” Rarity surprised even herself as she took to her feet and interposed herself between Sunny and her victim. “Fluttershy is trying to show you great kindness, and you’re attacking her!”

“You got some nerve, treatin’ her – treatin’ us – like this! You an’ Babs are bein’ a coupla bullies!” chimed in a new voice. Applejack, seated nearby, had risen to join Fluttershy’s defense. She glared down at her wide-eyed cousin, fists balled at her hips. “I don’t know why I ever wanted to be friends with a coupla two-faced snobs!”

“You’re nothing but ungrateful wretches!” added Rarity with a snarl, before she took Fluttershy’s hand and stormed off with her and Applejack.

Babs’ lips loosened from around the straw of her drink. “What the hell was that all about?” Glancing over, she saw that her friend’s complexion had gone totally red from anger. “Aw, Sunny, don’t get worked up over a coupla freshmen.”

“She called me two-faced!?” sputtered the blonde. “Who’s the one who’s your friend one minute, then stabs you in the back like that the next?!” Sunflower scowled, throwing her hands up in the air.

Babs was watching the three head away, a frown on her face. “You know, Jittershy might have a point about Pogo, he’s been looking a little rough…” Reaching over, she scratched the little dog between his oversized ears. “Hey Sunny, I’ll catch up with you tomorrow, okay? That just sorta killed my mood.”

“Sure, whatever,” came the tart reply from Sunflower, who scooped up her bag, dog and all, and stomped off to leave Babs on her own.

“Well… Shit.”

~The Next Day~

“Hey, this seat open?”

The back hallway was almost always devoid of students for second lunch period; it was the perfect place to mope or hide or even have a smoke. And if you knew that, you could find a student you thought was doing those things easy enough. And as it turns out, Babs’ intuition was right. Seated on the bottom of the stairs was her cousin Applejack, wearing the same western fashions Babs and sunny had been teasing her about for the better part of a month now.

Applejack didn’t even look up to reply. “Free country, innit? Careful though, I heard there’s a lame freshman hayseed nearby, makin’ the place smell like a stable.”

With a sigh, Babs shifted her weight and sat down beside Applejack, looping an arm through the handrail’s bars. “Oh yeah? Well I heard there’s a bully and a snob makin’ the whole place suck anyway.” She stretched a leg ahead of her, smoothing down her black plaid skirt down.

Applejack frowned, turning to face her cousin “Heard the same thing.” After a silent moment, she continued “If you’re wantin’ me to apologize, ain’t happenin’. Bad enough you and Sunflower’ve been picking on me fer three weeks, but then you went after Fluttershy, and that’s just-“

Babs waved her hand, interrupting Applejack “No, cuz, no… Look… you’re right, me and Sunny have been a couple of bitches to you, and your friends.”

“Yeah, you have,” Applejack affirmed.

Babs wrinkled her nose at the jab, but didn’t let it stop her. “And I wanted to say, I’m sorry, alright? Even if we wasn’t family, it’s still not right to act like that.”

“Planning on sayin’ the same thing to Fluttershy?” Applejack gave her cousin a suspicious glower. “Makin’ fun of my clothes ain’t nowhere near as bad as the tearin’ down you and Sunny gave her.”

“Hey, hold up, that was just Sunflower!” Babs protested, ignoring Applejack’s frown “But I tried! Really, I was gonna, It’s just… She ran away. Like, she saw me coming and WOOSH.”

The blonde nodded then, letting out a sigh. “Awright then, I guess. I’ll try to get her to hear you out.” For a moment she stared off into space, before looking back to her cousin. “What got into you, anyway? I remember you dressed even more country than I do! I still got a picture of you in your Osh-kosh and boots…” Applejack’s grin grew as Babs’ face flushed. “Now lookit you, with your ripped shirt and big ol’ lacey boots… And the skirt…”

“I dunno, it’s different living in the city. Plus, you know… Lots of things are different, anyway.” She stared at her foot, before looking back to Applejack “Really, you still have those old pictures?”

“Yup! From the last family reunion. Apple Bloom was just a little thing.” Applejack smiled, doffing her hat to comb her fingers through the hair underneath. “R’member the sack race? You so cheated.”

“Hey! I didn’t MEAN to tear out the bottom, but while it was there…” Babs smirked and gave her cousin a nudge “Remember YOU stealing uncle Turnip Truck’s keys and plowing his pickup into the creek? Don’t tell me, ‘oh, Babs, you cheated’ when you’re the one committing grand theft auto!”

“I didn’t steal, he dropped ‘em, and I figured, what the hay. Plus it needed to be washed anyway!” Applejack chuckled, replacing her hat, and glanced back at Babs. “A course, you were Barley Seed back then…”

Babs looked away, shifting a little uncomfortably. “I told you, A-J, lots of things changed.” She looked back, smiling thinly to her cousin. “I don’t think I was ever really ‘Barley’, you know.” Then a frown. “You’re not going to tell anyone, are you?”

Applejack’s eyes widened. “What? What kinda fool question is that? Why would I go spreadin’ gossip? Why would you think I would?”

“’Cause of what a douche I’ve been to you and your friends?” Babs replied, her pierced brows furrowing together.

“Naw, I wouldn’t do something like that. Even if I was still mad. Which I ain’t.” She paused “Uh, does anyone else know, ‘sides yer family and me?”

“Well, the school nurse does, of course. Uhm, Coach Spitfire does, says that it doesn’t matter to her. Hooray for co-ed sports.” Babs smirked, “and Sunny. We’ve been trading clothes since seventh grade, it was bound to pop up…” She cleared her throat “I mean…”

“I know what you mean, cuz,” Applejack replied, looping an arm around Babs’ shoulders. “Anyways, just like I said, I wouldn’t tell nobody anyhow, that’s fer you to do, if you wanna.”

“Thanks, A-J.” Babs smiled, leaning briefly into the half-hug. “You sure you’re not still mad?”

“Not even a little,” came the reply, Applejack waving her hand as if brushing the thought away. “So, uh, while we’re on personal topics, are you and Sunny, you know, uh… are you two?”

It took a moment for Babs to follow Applejack’s train of thought. “What… wait... OH! Oh, no, no no no!” She laughed, leaning out of the hug and sweeping a hand over the short-shorn hair on the side of her head. “We’re just friends, all the way. She’s been trying to hook up with Hoops longer than I’ve known her. I’m… Well, I mostly ain’t into girls, you know?”

“Well, uh, I guess that makes sense…” Applejack offered, rubbing her arm awkwardly. “She just seems awful mean, and I was wonderin’ why you’d hang out with her all the time…”

Babs rolled her eyes and sighed. “She’s not mean. I mean, okay, she can be, kinda. She just doesn’t get a lot of respect at home, so she tries to make up for that in school. You’ve just got to know her, I guess, and… Yeah, I suppose she makes that hard to do…” she shrugged, shifting her legs. “Sure you’re not still mad?”

Applejack nodded through the explanation, then chuckled at the question offered to her. “How many times am I gonna have to answer that? I ain’t even a little mad. What’ve I gotta do to prove it?” She paused, then smirked at Babs.

“…What? What are you looking at me like that for, A-J? You don’t gotta do nothing, especially if it’s making you smirk like that.” Babs scooted away from her cousin, feigning paranoia.

“I was just thinkin’ bout the Apple reunion again,” Applejack offered, still smirking.

“Yeah? Thinkin’ about nicking Uncle Orange’s Mustang at the next one? Count me in if so,” Babs snickered, leaning back on her elbows.

Applejack glanced around, and then scooted a little closer, leaning down to speak in a low voice to Babs. “Actually, I was thinkin’ bout when we went up into the barn to look for that tractor chain, and ever’one thought we were off somewhere slackin’ off?”

Babs eyes widened at the memory, her face turning beet red, which drew a chuckle from Applejack “Oh. My. God, I’d forgotten all about… Oh my god…” Babs laughed, covering her face to hide her blush.

“Yeah, well, looks like yer memory’s getting jogged right good,” Applejack quipped.

Babs was about to ask what she was talking about, when she felt the other girl’s hand brush over her thigh, to her lap, where it pressed firmly against the stiffening organ beneath the fabric. “Applejack,” Babs whispered harshly, “what the hay are you doing?”

“Provin I ain’t mad,” the farm girl replied with a drawl and a lazy smile, as she brushed her hand back and forth over the lump under her cousin’s skirt. “I mean, I can stop, if you want.” Her hand drew away.

Babs gulped hard, conflicted. After a quick weighing of options, and a fast glance around, she took her cousin’s slender hand and put it right back where it had been. “No, don’t,” she murmured. “That felt pretty nice…”

“I thought you weren’t inta girls,” Applejack teased, stroking with her fingertips, feeling the shape of the organ, grinning a little at the noise Babs made. She braced her other hand on the steps as she scooted close enough to Babs that their thighs pressed together.

“Mostly ain’t,” Babs reminded her in a huskier voice, shifting herself around and opening her legs a little wider. Even with the fabric between fingers and flesh, the stroking was lighting a fire in her neglected organ, drawing it to an aching hardness.

Applejack bit her lip at the feel of the pulsing, hardening tool against her hand. “Mostly, huh? You mean there’s someone you got yer eye on?” She ignored Bab’s grumble when she lifted her hand away again, this time slipping it beneath the skirt, Babs’ thigh was firm and muscular, the skin smooth and warm against Applejack’s palm.

“Not, not like that,” Babs muttered, her legs parting wider. “Just some girls catch my eye…” She pulled her lip between her teeth at the feel of applejack’s short nails scraping lightly against her thigh. “Never asked anyone, though, on account of…” Babs gasped, eyes closing as Applejack’s hand cupped around her groin. “...’Cause of that.”

This was different than Applejack remembered from the time in the loft. The boy she’d known then as Barley hadn’t yet come into his own, for one. But underneath’s Applejack’s hand was a hot, astoundingly stiff cock, the silky material of Babs’ panties doing nothing to mask the thick and curved shape of it. “Yeah? Like who?” She cooed teasingly, leaning closer to Babs’ ear. “Rarity’s awful pretty…”

“Fuck, cuz, that’s feeling nice,” Babs muttered, her arm slipping around Applejack’s hips, her hand resting on the other girl’s denim-skirted rear. “Rarity’s pretty, but not like that. She’s, like, ‘damn, I want to be like her,’ sorta. ‘Cept she’s really frilly, too… Ohhh…” Babs paused when Applejack gave her a cock a squeeze through her panties. “No, I mean like, uh, what’s her name, Diamond Tiara?”

Applejack felt a sudden, hard pulse under her hand – Babs wasn’t having her on. She paused her fondling, screwing her brow upwards. “Diamond Tiara? After all that bitchin' about freshmen? And ain't she kinda a, what’d you say, a douche?”

Babs chuckled, squirming into a better position. “I didn’t say I liked her, A-J. Just, have you ever walked behind her? She’s got a cute ass, and the way she swings it? …Besides, you’re a Freshman, and look where your hand is…”

Applejack’s grip returned, hard enough to make her cousin gasp in surprise. Feigning a scowl down at Babs, she stroked firmly, from the tip, where Babs’ panties were now damp from pre, down the modest length, all the way down to fondle the smallish pouch . “Eyeing up li’l girls in the halls? That’s a paddlin’,” she smirked.

“Promise?” asked the ever-smartassed Babs. She gave a little rowl when Applejack tugged at her panties, lifting her ass off the step so they could be drawn down. Her own hand slipped beneath Applejack's skirt, caressing a hip before sweeping down to squeeze the freshman’s soft, rounded cheek.

With a smirk, Applejack brushed the hand away. “Now hold up, Babs, this is my apology, so you jes’…” She sucked in a breath when she finally felt the flesh against her hand, warm fingers curling around the steeply-curved shaft. “Wow, things sure have changed…”

Babs’ other hand gripped the stair railing, arching her hips up a second time, pushing her length through Applejack’s soft grip. “Yeah, but it feels even better this time,” she breathed, turning her head just enough to catch AJ’s neck with a soft nip, drawing a gasp from her cousin. “It won’t break off, you know.”

“I was jes’…” Applejack started, and never finished, engrossed in what she was doing. A firm squeeze was rewarded with Babs groaning behind tightly-pressed lips. With a downward stroke, she drew the thin foreskin back, and brushed her thumb around the precum-slickened head. “Oh, wow…”

“Y-yeah,” Babs panted in reply, another jolting throb jerking her in Applejack’s grip. She pressed her face against her cousin’s neck again, her breath making a hot, moist spot there. “C’mon A-J, don’t drive me crazy, or I’ll think you’re still mad at me…”

Her neck wasn’t the only hot and moist spot Applejack was concerned with at the moment. Her legs shifted together, squeezing her thighs to find a little relief. “Don’t worry, cuz, I gotcha…” Still holding the firm grip, Applejack tugged downward, following the curve, then back up, pausing to tease the head again. With each stroke, her palm grew wetter, smoothing Babs’ burning cock in a thin coat of slick precum, until Applejack could pump with smooth strokes and the tight grip Babs was begging for against her ear.

“Applejack, oh, fuck, that feels great, so good” Baps rambled breathlessly, her thighs quivering and clenching with each stroke Applejack gave her. Her pulse throbbed in her ears – and in her cock, a numb tingle spreading in waves from her tip downwards.

“Still thinking about Diamond Tiara, cuz?” Applejack teased, loosening her grip to swirl her palm around that slick, throbbing head, changing up so her thumb pressed to Babs’s smooth-shaved groin with each tugging stroke.

“Am now,” Babs laughed, which turned into a low, boyish groan. “I’m almost there, Applejack, oh, don’t you fucking stop… Don’t you dare.” A few more breathless threats were lost beneath another moan.

In response, Applejack’s tugs picked up, squeezing rhythmically. “Good, that’s what I want… go ahead, Babs. I wanna feel this thing go off. Show me what ya got...”

Any response Babs made was drowned out by the ringing of the bell signaling the end of lunch period. Her mouth pressed to Applejack’s neck while her whole body tensed, shuddered, and glorious, agonizing release. Her balls drew up, quivered a moment, and then jet after jet of heated seed pulsed up and out, each squirt making her cock jerk and contract stiffly, coating both Applejack’s hand and the underside of her skirt in thick ropes of her cum.

Applejack, deeply flushed, kept her hand around the erupting shaft the whole time, until it gave no more. Hastily, she drew her hand from beneath her cousin’s skirt. With Babs watching, she cleaned her hand with a few licks, suckling the ball of her thumb. “Hmmm, better 'n’ I remember… Convinced I ain’t still mad at you?"

Coming back to reality, Babs gulped, and noticed that other students were coming into the hall. “Yeah, I’m convinced… you’re, uh, persuasive. Ought to get cleaned up afore class, though…” Babs remained seated, resting her bag on her lap, hoping to mask the tent her still-turgid organ wanted to make.

“Well, good!” Applejack rose, shifting her hips a little, thighs close together as if to keep the dampness she felt from escaping. “Nothin’ worse than a family feud, like the Hayfields and McColts. If y’all want, y’can come on over after school, and we’ll hash it out real good, okay?”

Before Babs could respond, applejack had been grabbed by one of the pink-haired, ditzy Freshmen she hung out with, and swept away in a hurry to class. “Uh… okay, I guess… “heaving a nervous sigh, she watched the sea of students swarm past, wondering what the heck she just agreed to, and more importantly, when her secret friend would let her stand up in public.

Not anytime soon, from the feel of it.

“Well, shit.”

Author's Note

For whatever reason, the 2013 IDW Annual comic has Babs Seed as older than Applejack and friends - among some other "universe differences." I decided to go with that, and my own notion that Babs is a little more "boy" than most other tomboys. And of course, what happens in haylofts should be obvious!