Sucking Apples Dry

by TittySparkles

Rating: mature
Tags: Fluttershy, Sex, Applejack, Slice of Life, My Little Pony: Friendship is Magic, Romance
Length: 5787

Fluttershy is still a batpony and Applejack knows her secret. Not wanting to lose her form when Applejack threatens to tell Twilight, Fluttershy decides to give Applejack a healthy dose of tongue action.

It's been awhile since vampire fruit bats have moved into Applejack's farm. Though they have their own part, Applack still worries that they venture out and she decides to catch them in the act when she starts finding apples on the ground again. Except one she learns it's not them doing it, but Fluttershy herself and gets ready to run off and get Twilight. Of course, Fluttershy is rather comfortable with her bat-like form and tries to negotiate with Applejack to keep it a secret. These negotiations quickly turn kinky thanks to Fluttershy's rather long tongue.

Edited and preread by: Draconian Soul, Pearple Prose, SolidFire, and Mikemeiers

Published 2014-01-13 21:10:06 UTC
Last updated 2014-01-13 21:10:06 UTC

Chapter 1

The night was quiet, save for the sound of hooves beating across the soft grass. Applejack was awake and alert, searching her orchard for thieves or any unwanted visitors who might be prowling. With a flashlight in her mouth, she scanned the area, knowing very well she saw a pegasus pony fly into the orchard just as she was getting ready for bed.

"Where are you? I know you’re in here somewhere," Applejack muttered, as she shone the light into the trees above.

While she was looking for the intruder, Applejack also made sure to look for any vampire fruit bats that strayed from out of their area. Thankfully, they seemed to stay in their section, but some nights Applejack would find a few drained apples littering the ground in the mornings. Every time she found them, she would go to Fluttershy and tell her to make sure the bats behaved. Most of the time Fluttershy would do so, but, from what Applejack was seeing almost daily, she was upset that they weren't listening.

"I told Fluttershy those bats were unreasonable," Applejack huffed as she stopped in her tracks and saw a drained apple scattered on the ground. "Ugh! I hate dealing with this! First the intruder and now this? Why can't anything go right for me!?"

"Eeep!" A girlish squeal suddenly filled the air, causing Applejack to freeze up and look around again.

"I heard that! Where are you, you no-good thieving pony?" Applejack demanded as she pointed her flashlight at the bushes, thinking the thief was nearby.

Only silence greeted her, and though it unnerved Applejack more than she wanted to admit, she steadied herself and got ready to speak up again.

"Don't hide from me! I know I heard a pony around here!" She spoke out again before she turned her flashlight to the trees, quickly remembering it was a pegasus she saw flying.

Again, silence deafened her ears as she cautiously glanced around until she looked at one tree and noticed something off about it. As the flashlight moved across the imperfection, the thing started to move.

"I-I'm sorry!" The thing suddenly opened its bat like wings up and, as its face came into view, Applejack dropped her flashlight out of shock. For that brief second she saw the innocent and worried face of her friend along with the red eyes and pointed teeth of a vampire bat.

"F-Fluttershy!?" Applejack asked as the darkness wrapped around the bat pony, causing her to lose sight of her.

"Yes, it's me," Fluttershy finally replied after a few long seconds of silence. “I’m sorry! Please don’t be mad at me!”

Quickly grabbing the flashlight, Applejack turned the beam of light upward and pointed it at Fluttershy again, letting her see the dull yellow coat. Fluttershy hissed and covered her face.

“Can you not shine it at my eyes?” Fluttershy asked. “My eyes are more sensitive like this.”

“Oh, sorry.” Though worried that Fluttershy would go crazy and start flying around, Applejack quickly pointed the light at the ground. “I’m just surprised to see you… like that again.”

“I’m used to it by now,” Fluttershy replied as she unwrapped her tail from the tree branch and started to flap in midair. “Well… except the animals in my house don’t really like it.”

Applejack watched cautiously as Fluttershy lowered herself to the ground and sat a few feet in front of Applejack. Though she was a fair distance from her, Applejack still stepped back a few feet.

“I thought Twilight cured you. You’re not going to fly around and try to attack me are you?”

“Oh no, I wouldn’t do anything like that,” Fluttershy replied, almost hurt by the fact that Applejack was nervous around her. “I only get like this when I’m craving some apples.”

At the mention of apples, Applejack looked around the ground and noticed a fair amount of apples had been drained and tossed aside. Fluttershy blushed, realizing that maybe she ate a few too many.

“Some? Fluttershy, it looks like you cleaned that whole tree.”

Fluttershy looked away with shame as she heard her friend speak and knew she overdid it a bit. “I’m sorry, it’s just hard to stop after one apple.” As Fluttershy spoke, her eyes looked to another tree not far from her and smiled as she saw a bright red apple. “They are just… so delicious.”

“Hey! Don’t even think about it, missy!” Applejack interjected as she stepped in front of Fluttershy’s vision and broke her away from her little trance. “Weren’t you the one who convinced me to make a section for the vampire bats? Why don’t you eat with them?”

“Well…” Fluttershy looked away and stared at one of the apples she drained. “Well I… I just…” She couldn’t answer and she quickly went quiet.

“... It’s fine I guess,” Applejack replied with a sigh as she didn’t want to pry for more information. “Not like it’s going to make a difference after I go get Twilight.”

At the sound of Twilight’s name, Fluttershy jerked back up and threw herself at Applejack’s hooves. “Please don’t tell her! I-I like this form!”

“What? But don’t your animals find you scary?” Applejack asked as she tried to hide her still lingering fear. Seeing Fluttershy’s begging face staring up at her, Applejack wasn’t sure what to think as those red eyes and pointy fangs stared back. “Besides, you look… kinda creepy as you are.”

“But I like this,” Fluttershy plead as she hugged Applejack’s leg tighter. “It… when I’m this way, apples taste sooooo much better and it’s kinda fun to hang upside down when I eat!”

“You know keeping this form isn’t right for you.” Applejack pulled herself away. “And if it means you eating my apples every night, then I can’t have that.”

Just as she turned to away to walk towards town, Fluttershy once again jumped for her legs.

“Please don’t! I…” She stopped talking as her eyes looked onto the three apples Applejack had as her cutie mark. Once again she fell into a little trance as she licked her lips and debated biting into them.

“Let go of my legs, Fluttershy,” Applejack replied as she turned to shake the stubborn bat pony off.

As Fluttershy’s body moved around she broke out of her trance and quickly thought of an idea to hush up Applejack. “Wait! What if I do something for you if you keep my secret?” Her eyes never left the cutie mark and suddenly the scent of apples started to appear around Applejack’s body.

“Ain’t happening. Look, I’m going to get Twilight and then head home. I’ve had a long day, and I still need to clean myself up for pete sake!” Applejack fumed as more and more of her time was being wasted. She had to buck trees in the morning and she was looking forward to the mere few hours of rest she would be getting.

“No wonder you smell so good,” Fluttershy said quietly, which caused Applejack to stop in confusion.

“Uhhh, what did you just say?” Applejack was a bit weirded out by what she heard and looked over her shoulder to see Fluttershy staring up at her ass. “Hey! Don’t you get any silly ideas, ya hear?”

Finally, with a strong kick, Applejack freed herself from Fluttershy. The clingy bat pony hit the ground with a hard thud and a pained sound came from her lips as one of her wings bent badly. Quickly pulling herself up, Fluttershy held her wing close and sniffled with pain as Applejack looked on with remorse.

“S-sorry about that. I was worried you were going to bite me.” Applejack moved closer to the saddened bat pony. Though she was distrustful of her bat wings, Applejack reached out and started to rub one of them.

“It’s okay. I know better than to bite,” Fluttershy replied quietly, but still couldn’t calm herself down as the smell of apples still clung to Applejack’s coat. “But please don’t tell Twilight yet. I… I just want to keep this form a bit longer before it starts to get too troublesome for me.”

“You know I don’t like this, Fluttershy,” Applejack said as her eyes looked towards the apples on the ground.

“Please? I… I’ll do anything for you!” Fluttershy begged as she stopped nursing her wing and hugged her hooves around Applejack’s neck.

Oh Celestia, she better not bite my neck! Applejack tensed up as she felt the cold muzzle of her friend brush against her mane before resting on her neck. “Look, you know you can’t stay like this.”

“I… I’ll give you anything!” Fluttershy paused briefly as the scent of apples grew tenfold in her nose and her mouth started to water. Oh gosh, she smells so good… Just a small lick.

Letting her strong desires override her common sense, Fluttershy let her long, bat tongue slither out and lick her friend’s coat. For a brief second, Applejack tensed up and quivered before she pulled herself free of Fluttershy and rubbed the spot where she just licked.

“Hey! D-don’t you bite me now!” Applejack told her in a shaky voice as she rubbed her neck.

“I won’t bite you, you can trust me,” Fluttershy licked her chops as the flavor of sweat and apples greeted her senses. “I just want… I-I… can I… lick you again?”

“You’re starting to scare me, Fluttershy.” Applejack’s voice grew more nervous as she saw Fluttershy stare at her with a strange look in her eye. “And no! You’re not licking me again!”

“Please? Just… how about I lick you clean so you don’t have to shower?” Fluttershy took a step closer as she asked Applejack. “I won’t bite, I just… want to lick you again. You can trust me, vampire fruit bats don’t bite ponies.”

“Sorry but… look, I’m getting Twilight, so don’t go flying off on me.” Quickly turning around, Applejack got ready to run but a sudden charge from Fluttershy caught her off ground.

“I beg you! Please don’t tell her. A-at least not yet,” Fluttershy cried as she tried to keep Applejack pinned to the ground.

A small fight ensued and, while Applejack was technically the stronger mare, she found herself no match for Fluttershy’s power. The transformation had other benefits neither knew about and an increase in strength just so happened to be one of them. Applejack herself was greatly surprised as she quickly found her front hooves pinned to the ground and her hind legs unable to move thanks to Fluttershy pressing herself between them. Her hat was tossed aside in the exchange, but that didn’t matter as Applejack stared fearfully up at the slightly exhausted face of Fluttershy.

“Please,” Fluttershy begged for the umpteeth time. “I… I’ll do anything to stay like this for a bit longer.”

Applejack opened her mouth but found her words lost as she stared into Fluttershy’s red eyes. Waiting for an answer, Fluttershy’s lips continued to water and she lowered her muzzle dangerously close to Applejack’s face, as she noticed she was starting to shake.

“Are… are you afraid of me, Applejack?” Fluttershy suddenly realized why Applejack was so against her motive. “Are you afraid of bats?”

“I-I’m not afraid of bats!” Applejack’s voice was shaky as she spoke. “I-I just don’t like you being this close to me.”

“Why? Do you think I’ll hurt you?” Fluttershy pulled away slightly, letting Applejack relax a bit so she could answer her.

Again, Applejack opened her mouth to speak but decided against it. She couldn’t tell Fluttershy that she was indeed worried that she would get hurt, but she didn’t know how to properly say it without hurting her feelings.

“Applejack, you know we are friends, right? Even if I look different that doesn’t mean I’ll be that different.” Fluttershy’s voice went quiet as she spoke.

“I know, it’s just… those fangs and eyes of yours are kinda… scary to look at,” Applejack replied as she tried to move her body but found it was still pinned to the ground.

“So you don’t trust me then?” Fluttershy asked, reigning back on her desire to lick her friend.

Again, Applejack went silent and stayed quiet as she tried to look around for a way to not answer the question. While she looked, Fluttershy’s expression saddened and her ears drooped down before they perked back up. She got an idea, and though it was pretty far fetched, she wanted to try it.

“Is there some way I can help you trust me?” Fluttershy moved back in and, much to Applejack’s surprise, she nuzzled her neck. “We’ve been friends for a long time now, it’s only fair that we trust each other completely.”

“I’ll t-trust you if you don’t nuzzle my n-neck like that,” Applejack replied as she tensed back up and looked into the night sky.

“Would you trust me if I did this?” Fluttershy closed her eyes and slowly pressed her warm lips into Applejack’s neck, giving her a soft kissing sensation. She repeated the process quickly as she heard Applejack gasp and flinch under her.

“W-what are… are you kissing my n-neck?” Applejack asked shakingly as Fluttershy remained quiet and Fluttershy trailed her lips from the neck and to Applejack’s chest.

“Do you feel my teeth at all?” Fluttershy asked, continuously tasting her friend’s coat.

“I… No, actually I don’t.” Applejack was still worried but was bit more relieved that she couldn’t feel the sharp ends digging into her flesh.

“See? You can trust me, Applejack. I won’t bite you and I won’t hurt you.” Fluttershy relaxed her body, silently hoping Applejack wouldn’t push her off so soon. She was doing her best to be gentle with her friend and she stopped for a second to see what Applejack’s expression looked like. Pulling away from her chest, Fluttershy saw nothing but confusion and a hint of fear on the mare’s face, wondering what exactly she was trying to do.

“Look I… I have no problem trusting you but… it’s kinda hard when you got me pinned to the ground.” Despite relaxing her body, Fluttershy was still holding down the rowdy earth pony and preventing her from any kind of escape.

“Promise you won’t run away and get Twilight?” Fluttershy asked, not wanting to let her free just for her to run off again.

Applejack’s expression scrunched up as she got hit with a predicament. of her own. She had all the reason to run from Fluttershy but the other part of her knew that upsetting her friend wouldn’t be a very wise decision. As her mind debated on what to do, Fluttershy moved back down and kissed Applejack’s shoulder.

Good golly, why does she keep kissing me? And… why does it actually feel good? Applejack’s eyes closed as her neck craned out in response to the touch. As off putting as the situation was, Applejack wasn’t going to delay the soothing sensation of those soft lips.

“Do you promise?” Fluttershy replied, unsure if Applejack was listening to her.

“I… F-fine. I won’t run off,” Applejack replied as Fluttershy planted a kiss on her jugular vein.

Fluttershy said nothing, before slowly moving her front hooves off Applejack’s and her back legs away for hers. With room to move more easily, Applejack had a second thought of going back on her promise, but breaking a promise was something she could never do. She laid quietly under the warm body of her friend, still more confused to why Fluttershy was eagerly kissing at almost every untouched part of her neck.

“I’m sorry if this is making you nervous,” Fluttershy spoke out as she stopped herself. “But, um... Are… you enjoying it?”

“I’m still… confused as to why you’re kissing me or why I’m not even trying to stop it,” Applejack replied as she suddenly felt Fluttershy’s left hoof rest against her flank.

“It’s simple,” Fluttershy told her and she slowly ran her hoof up Applejack’s chiseled side. “You love the attention you’re getting right now. A hard day of work and no relaxing can make you yearn for the simplest of touches. I can… keep going if you want.”

Fluttershy didn’t give her a chance to respond and pulled her body up, allowing her to sit on Applejack’s lap, before she put both her hooves against Applejack’s chest and ran them up. Applejack quivered and sighed with relief as strained parts of her body were stretched out and rubbed under the touch of the softest hooves she ever felt. Part of her mind wanted the treatment to continue and the other part made her think about all the times she turned down a spa massage at Rarity’s request.

“Your body is so strained, Applejack,” Fluttershy spoke quietly as she smiled, knowing she was making her friend mere putty with her hooves. “You work yourself so hard everyday and you have no pony to rub you down when you’re done.”

Applejack sighed again as Fluttershy’s hooves started to focus on her sides. The transition from kissing to massaging was a bit jarring, but Applejack was starting to really enjoy the delicate hooves working her muscles.

“Why are you… being odd?” Was all Applejack could muster as the hooves danced across parts of her body no one else ever touched.

“I’m letting you know that you can trust me,” Fluttershy replied in a matter of fact tone. “Close friends should trust each other like this.”

Without warning, Fluttershy placed her hooves on the ground and leaned her head back into Applejack’s chest. Quickly, she started to plant more kisses on her body but slowly slithered her way down, letting her apple flavored lips rest against her stomach.

“Do you trust me enough so I can go further?” Fluttershy asked, wanting to taste the richest apple in the orchard.

“Wait, are you… are you saying you want to…” Applejack blushed and her hind legs pressed slightly against Fluttershy’s body in shock. “Wh-what has gotten into you?”

“I want you to trust me,” Fluttershy replied before she looked away for a second to collect her thoughts. “You’re a good friend, Applejack, and have been so for many years. I’ve noticed lots of things about you over the years. Your lack of interest in stallions, your interest in mares, your interest in being pampered but not wanting to be overly girly… Basically, you want somepony to treat you right and make you feel special.”

Applejack said nothing as she looked into the red pupils of her friend. She did want to be pampered, but thanks to the hardy lifestyle she was brought up in, she didn’t want to fall to temptation. While it was something she shunned in her youth, thanks to those days with her auntie and uncle, she slowly started to miss the high class treatment of the wealthy. Most of the time she thought those thoughts in the back of her head, but as Fluttershy reminded her that she wanted to be pampered, it all came back like a repressed memory being awakened.

“I can… treat you right.” Fluttershy moved her face a bit more down, letting her muzzle brush against the extra fluffy patch of hair growing below. “But I want to know if that’s okay with you.”

Applejack gulped in response and felt her tail fidget under her body. The more Fluttershy moved down, the more heated her body became. Part of her didn’t feel right that she was getting aroused by a mare, but she wanted to feel more intimate touching and the stray thought of having Fluttershy’s rather long tongue wiggle inside of her made her tense up.

"I... don't know," Applejack said as her eyes drifted down and she let out a sigh.

Fluttershy was right for the most part but for Applejack; she always preferred the intimate company of a stallion. Her dream stallion was a kind and hard worker that she would share the bed with every night and be touched gently all over. Part of that dream was happening now and that’s what made her more confused then ever. She had a bit of interest in mares but truly never thought she would get second or even third base with them. Looking at the pony positioned at the bottom of her body made Applejack realize that she would have to rethink her sexual nature in the future but, for now, she was going to enjoy the feeling she was being offered.

Fluttershy waited patiently for Applejack to answer and, while she waited, she continued to kiss dry parts of her coat, letting her lips take in the salty tinge of sweat and the sweet taste of apples.

“Look… just, don’t tell anyone that I’m letting you do this,” Applejack spoke up as she decided to go all the way.

“Hmm, I won’t tell if you don’t tell anyone about me like this,” Fluttershy replied as she opened her bat wings to get her point more across.

“You…” Applejack had no chance to finish her sentence as Fluttershy stared into Applejack eyes and gave her slit a long, wet lick.

A small gasp left Applejack and her body twitched as the strange and wonderful sensation spread over her body. She got ready to speak again but Fluttershy quickly gave her another long and pleasurable lick, causing Applejack to sigh and stretch her body out. Smiling, Fluttershy stopped licking only to place her unnaturally long tongue against the full length of Applejack’s slit.

“Do you like it?” Fluttershy asked as she retracted her tongue and brushed her muzzle against the wet flesh.

“That… felt good, honestly,” Applejack replied as she looked up and sighed deeply, wanting more of it.

“Good,” Fluttershy replied as she refocused on her licking before she started to rub her hooves into Applejack’s cutie marks. “I promise I’ll give you the touch you want.”

She licked again and Applejack’s legs twitched in response. She wasn’t going to deny that long tongue felt good and knew Fluttershy would keep her promise. She was still wary about Fluttershy’s appearance, but she knew she was the caring friend she knew for many years. Her hooves were gentle and greatly made the experience much more relaxing for her. Her tongue was like a snake, slithering all over her delicious hole without going in deep. The process made Applejack moan with pleasure but she wanted her friend to stick her tongue in deep, merely for pleasure and to see just how long it was.

“I… never pictured you for a lesbian, Fluttershy,” Applejack spoke out, wanting to break the silence between them. “Always pictured you would prefer stallions.”

“I do,” Fluttershy spoke softly as she moved her hooves up to Applejack’s stomach and moved them up slowly, causing her to moan with greater pleasure. “But mares are more fun.”

“Ah, what makes you say that?” Applejack asked as she felt Fluttershy’s hooves moved back down and rested on her inner thighs.

“My throat doesn’t get sore from licking,” Fluttershy replied as she slid her hooves towards the wet pussy in front of her and slowly spread Applejack’s trembling lips.

“Ah, n-never thought you got around.” Applejack quivered as she saw Fluttershy staring deeply into her bottom. “I always thought you were a virgin.”

“Everyone thinks that is seems.” Stopping her licks for a second, Fluttershy stared back up and gave Applejack a frustrated stare. “But now you know better.”

Applejack got ready to speak some more, but her body shivered as Fluttershy stopped licking her pussy, only to move it up over her clit and swirl it around the engorged nub. Applejack held back her moan the best she could but only found it futile as Fluttershy moved it back down and circled her tongue around the inside of Applejack’s nethers.

“Oh gosh, y-you ain’t no virgin, that’s for s-sure!” Applejack stuttered, getting hornier by the second.

“And you seem to enjoy it,” Fluttershy answered back with a smirk as the growing smell of arousal continuously flooded her nostrils. “Just don’t finish too quickly.”

Fluttershy’s words were followed by her moving her hooves away in order to deal with her own growing wetness. Her back legs twitched and her pussy started to grow very wet as she savored the apple she was snacking upon. Placing one on the ground to steady herself, Fluttershy moved the other to her own arousal and slowly started to rub it.

“Would you be so kind to return the favor after I get you off?” Fluttershy asked before she moved back in and pressed her tongue deep into the open pussy.

“You want me to-ah!” Applejack stopped speaking as Fluttershy suddenly opened her mouth and placed it against Applejack’s clit. Suckling gently on it, Applejack bit her lip to be as quiet as she could be.

“I-I have no problem returning the f-favor,” Applejack spoke, feeling the sharp fangs brushing against her flesh periodically as Fluttershy started to kiss her nethers.

Fluttershy didn’t answer; instead she quickly moved her tongue back down and sent it deep inside the warm trembling crevasse. It went deep, much deeper than Applejack thought it could go and, as it went in and brushed against the walls, Applejack couldn’t help but moan deeply. She could feel it slithering around, licking up any wetness she had inside, and though she didn’t like moaning like a filly, Applejack was finding more pleasure than a simple hoof would provide.

Her loud moaning caused Fluttershy to go faster with her tongue and her own hoof at her end. Occasionally she would pull out and swirl her tongue around Applejack’s nub before travelling back in. She wanted to do her best to make Applejack a happy mare but, with the way her body shivered and quaked, found herself starting to get off quicker than Applejack. Pulling her tongue away, Fluttershy quickly caught her breath as she wondered on how to make sure they both got off at the same time.

“You alright, sugarcube?” Applejack asked as she lifted her head and wondered why her friend had stopped so deep into the act.

“I’m fine,” Fluttershy replied before she figured it out. “Just curious if you want to pleasure me while I pleasure you.”

“How so?” Applejack asked as she watched Fluttershy’s tail swish about.

“Ever hear about a sixty nine?” Fluttershy asked as she got up and walked around Applejack’s body, positioning her body so both their faces were staring at the dripping privates of the other.

Applejack blushed and her already red face turned even brighter. Looking up, she quickly figured out she would have to use her own tongue on it. Not wanting to keep her waiting, Applejack slowly lifted up her hooves and placed them against the firm rump. Fluttershy found her friend’s hooves colder than she thought they would be and gasped quietly before she looked over her shoulder and slowly slid her body down.

“Wow, y-you got a strong scent,” Applejack said as she swallowed back the nervousness in her voice. “I hope I’m good enough to help you out.”

“I’m sure you’ll do just fine,” Fluttershy replied with a smile as she waggled her rump in Applejack’s face, causing the mare underneath her to blush more.

Laying her body down on Applejack’s, Fluttershy could feel just how toned and solid her friend was. She wanted to savor the feeling of the sturdy body for a bit, but as Applejack placed her muzzle against Fluttershy’s folds, she did the same. Matching the licking that Fluttershy gave, Applejack tried to be as gentle but also as fast. A moan left Fluttershy in an effort to tell Applejack she had started right and that quickly helped the earth pony start a fluid flow of licks.

“Mhm, you’re not bad,” Fluttershy spoke before she started to lap her tongue at Applejack’s quivering lips.

Applejack responded by moaning into Fluttershy’s slit, before placing her hooves on Fluttershy’s body and pulling it closer. Surprised by her actions, Fluttershy gasped as she felt the cold tip of the muzzle brush against her inflamed arousal. Though she was surprised, she didn’t stop her actions and kept going on.

Both mares worked perfectly into each other’s rears. Applejack copied the movements of Fluttershy’s tongue to the best of her knowledge. While she couldn’t go as deep with hers, Fluttershy still moaned with approval every once in a while as she worked. Both would knead the other’s firm ass while they worked and both completely forgot they were in the middle of an apple field, enjoying the most carnal of desires. Soon Applejack found her own way to work, focusing more on the swollen nub of Fluttershy, making the bat pony break her pace in order to stare upward and moan deeply. She found it hard to work as Applejack swirled her tongue around her clit and knew she wasn’t long for a climax.

No, I can’t finish before her! Matching the intensity of Applejack’s licks, she focused on her love button and made the earth pony break for a second like she did. She remained quiet and continued to work regardless, but Applejack knew she was also getting very close to finishing.

Both sloppy tongues worked feverishly, both doing their best to please the other in the quickest and greatest motions they could. Their moans grow louder, loud enough for the bats in their own orchard to hear the noises and wonder what was happening. While they listened, another pony also heard strange sounds coming from the orchard…

“I’m almost t-there!” Applejack warned, her body tensing up as she felt that much needed release building up.

Her answer was a loud whine of ecstasy as Fluttershy came on her muzzle and it was enough to make Applejack cum as well. They lapped at the flowing juices and both their pussies spasmed against the other’s faces. While Fluttershy had the upper ground and didn’t get her muzzle totally soaked, Applejack’s face got drenched as she licked. Both clenched their legs around each other’s heads until their orgasm ended and they started to relax.

“Oh gosh that was s-” Fluttershy started to say as she looked up and stared in shock at the flashlight pointed at her face.

From her laid down position, the beam of light hit part of a nearby tree, causing Applejack to quickly jerk her away from the wetness and look beyond Fluttershy’s wrecked body.

“B-Big Mac!?” Both mares stuttered as the large red stallion looked on with the flashlight in his mouth.

“What the?” The flashlight fell to the ground as he spoke, but still the light shone in the direction of both girls. “F-Fluttershy, is that you?”

Quickly remembering she was a bat pony, Fluttershy pulled her tired body off Applejack and was ready to fly away in shame before Applejack quickly spoke up.

“What the heck are you doing out here!?” she snapped as she grabbed her tail to cover her privates up quickly.

“I uh, heard weird noises coming from the orchard and uh, wanted to see what was causing them,” Big Mac answered as his red face turned a deeper red.

“Uh no, I-I’m sorry!” Fluttershy stammered out as she covered her face and placed it to the ground in shame. “I’m sorry I woke you up!”

“If it makes you feel better, I heard my sister more than you,” Big Mac told her in an effort to calm her down.

“Y-you be quiet!” Applejack snapped, getting more embarrassed by the second.

Though she was looking at her brother, Applejack noticed he was more confused by the weird form of Fluttershy. She could see his eyes looking at her wings and ears and wondered if he was going to freak out by the sight of them.

“Before you say anything else, I can explain why she looks like that still,” Applejack told him, knowing she was going to have to explain parts of her transformation a second time to him.

“Didn’t you tell me Twilight cured her?” Big Mac asked as he took a step back out of caution.

Peering up from the ground with tear filled eyes, Fluttershy looked weakly at the stallion and knew she was going to have to convince him to stay quiet as well.

“Look, just don’t go spouting off about her to other ponies in town,” Applejack told him as she pulled her body up and moved closer to Fluttershy. “Or I’ll tell Twilight your little secret.”

Big Mac stiffened up, knowing very well that she had something on him. Quickly smartening up, Big Mac grabbed the flashlight before he turned around and started to walk back home.

“I didn’t see a thing!” he replied, his steps being slightly awkward as the picture of both mares licking each other stayed in his mind.

“W-what is his secret?” Fluttershy stammered as she raised her hoof and rubbed her eyes.

“Not important but enough to make sure he stays quiet,” Applejack said with a chuckle but knew it was going to be awkward for the next few days around her brother. “Hey um, can I stay at your place tonight? I don’t want the morning to be very awkward with him.”

“You… want to stay at my place?” Fluttershy asked, surprised by the question. “Um… sure, if you really want to.”

“Thanks girl.” Applejack offered her hoof to Fluttershy in order to help her up. “Besides, it… won’t feel right if I up and left you after what you did,” she added as she felt a trickle of cum travel down her inner thigh.

A red blush came on Fluttershy’s face, but she smiled and grabbed the hoof in front of her. Pulling her up, both girls smiled at each other as an awkward silence fell between them. It didn’t last long and, much to Fluttershy’s surprise again, Applejack gave the mare a kiss on the cheek before she turned in the direction of the cottage.

“You know, maybe you as a bat pony ain’t so bad,” Applejack joked as she started to remember the feeling of it inside of her.

“You’re making me blush harder,” Fluttershy replied as she looked in the direction of Big Mac before looking away. “You think he’ll keep this a secret?”

“He won’t say a word,” Applejack replied with a confident grin as they both started to walk.

If you say so. Fluttershy looked over her shoulder and, though he was a large distance away, she could he his large horse meat dangling between his legs. Maybe I should convince him to keep it a secret as well.