Tales of the Cutie Mark Crusaders

Tales of the Cutie Mark Crusaders

01 Scootaloo Rising

By Honey Moon

Wings flapping strong and fast, Scootaloo headed towards Ponyville. “I can’t believe this.” She said, risking bugs in her teeth as her scooter sped along with greater speed than she was normally able to produce. The filly attributed her increased velocity to agitation over what she had witnessed. “Princess Twilight is a Futanari? That’s just not fair!”

The almost painful tension she had felt deep in her tummy had eased up, but it threatened to return as she thought of Fluttershy just meekly letting Twilight mount up and ram in. “I, I think Fluttershy even saw me watching them!” she said as she took a curve at astounding speed.

The wheels of her scooter left the path, but Scootaloo didn’t notice as she leaned into the turn and negotiated it with greater ease than she ever had before. “Nah, she couldn’t have seen me. Fluttershy is way too timid to just let Twilight do “that” while somepony was watching!”

The filly pulled back on the hoofbars, wings beating furiously as she stopped in front of Carousel Boutique. Still pondering what she had witnessed, Scootaloo was unaware that there was none of the normal wheel screeching as she stopped on a bit. She hopped off of the vehicle as it dropped down soundlessly onto the ground below.

“I just gotta tell Sweetie Belle and Applebloom about this!” She trotted up and put a hoof to the door, but it wouldn’t budge. “Oh, that’s right. Sweetie Belle said Rarity was in Canterlot for some fashion thing this weekend.” Froo-froo things like fashion shows never interested her before, but for some reason or other Scootaloo suddenly thought seeing a bunch of fashion fillies wearing pretty clothes might be something she’d really want to see. The odd tightness in her tummy seemed to be coming back. That is until a stray thought entered her head.

Scootaloo’s mouth dropped open. “Wait a minute. Did Princess Twilight fib to me? She had to know that Rarity is out of town for the weekend! Sweetie Belle wouldn't be here with her sister away. Besides, once her momma noticed she went into season yesterday, all heck broke loose! Sweetie Belle won't be allowed out of the house for a couple of days, until her season passes.” She laughed. “Twilight must have really wanted to get at Fluttershy if she told me a fib. I guess I can understand that.”

The filly remounted her scooter and tore off in the general direction of Sweet Apple Acres. From a distance things looked normal. Several ponies did turn to watch Scootaloo in passing. Although she still held on to the hoofbars, there was a subtle difference from her usual riding stance. Scootaloo's hind legs were trailing behind her as she sped by.

Scootaloo felt more her old self as she approached the tree house she, Sweetie Belle, and Applebloom used as headquarters for The Cutie Mark Crusaders. She parked her scooter and was just about to climb up to the clubhouse when she saw Applebloom walking her way.

“Am I ever pooped!” Applebloom exclaimed with a grin. “I feel good though. Applejack let me buck a whole acre by ma self this mornin'. I don't think she thought I could do it, but I reckon I showed ma big sis I'm not so little any more!”

“Applebloom, have I got news for you!” Scootaloo grinned. “I know something totally cool about Princess Twilight and Fluttershy.”

Applebloom paused. “Is Twilight trying to study “The Stare” again?” she asked with a giggle. “Applejack told me that Twilight is still tryin’ to figure out how Fluttershy turned into a big ol' bat.”

“It's nothing like that!” Scootaloo felt the odd almost painful tension again, but ignored it while delivering her news. “Princess Twilight is a Futanari, and Fluttershy sure seems to like it!”

“What in tarnation are you talkin' about, Scoot?”

Eyes closing to slits, Scootaloo continued in a conspiratorial whisper. “Twilight is an Alicorn Futanari! She has a penis, and she was bucking the heck out of Fluttershy with it!”

“You have got to be joshin' me!” Applebloom shouted, before looking both ways to see if anypony could hear. “I know Twilight is a princess and all that, but since when does she have a penis?”

“Since she was using it on Fluttershy this morning!”

“Does that mean Twilight is really a prince?” Applebloom thought a moment. “Prince Twilight. That could work, but she’s way to pretty. Maybe if he cut his mane short and bobbed his tail.”

“Nah, Twilight’s still a princess. It's just something that happens sometimes to us Pegasi if there aren't enough males around. Twilight is part Pegasi now, and you know that she kinda just hangs around mares. You should have seen her go! Fluttershy really liked it, too!”

Applebloom frowned. “I don't think we ought a talk about that. Remember all the trouble we had with Gabby Gums? If we spread rumors about something THAT personal, we'd never hear the end of it!”

“I'm not telling everypony! I just told you. Well, I'll tell Sweetie Belle as soon as she gets back. Maybe we can be Cutey Mark Crusader: Reproductive Researchers!”

“Ew! I don't even wanna know what that Cutie Mark would look like!” Applebloom laughed. “I say we just forget about it. Now how about headin' on down to the lake? I wanna take a swim. My coat is all matted and sweaty from buckin' all mornin’!”

Scootaloo felt nervous for reasons she couldn't explain. Applebloom did look a little overheated. Some of her mane had even escaped from the big bow she liked to wear on the back of her head. Somehow it made her look really good. “I, I'll get our snorkels and swim fins.” she announced as she turned and raced to the tree house.

Applebloom gasped. “Scootaloo!” she cried as her friend soared skyward. “You're flyin'!”

Scootaloo nearly faltered and fell. “I, I'm in the air!” she screamed joyfully as she managed to circle the treetop. This wasn’t anything like the embarrassingly short little hops she had managed in the past. This was the real deal! “Holy Celestia, look at me! I'm really flying!”

Applebloom raced up the ramp to the clubhouse and was there to greet Scootaloo when she landed. “Wow, that's great Scoot! When did ya learn how to fly?”

Heart pounding, Scootaloo could only grin for a moment. “That was the first time! This is awesome! This is fantastic!” She leaped into the air and made another circle of the tree.

The rush of air in her face and through her mane was so much stronger than when she rode her scooter. With a loud squee of joy, she climbed ever higher. She was in Rainbow Dash's domain now, and it felt wonderful!

“Way ta go, Scoot!” Applebloom cheered as her friend soared through the clear blue sky. “Do it! Do it!” she hollered as Scootaloo zeroed in on the one small fluffy white cloud adorning the sky.

“Take that!” Scootaloo yelled triumphantly as she flew right up and kicked the cloud into wispy streams of water vapor. She was beginning to feel the strain of this new activity and headed on back down.

“Scoot, I'm so proud a you I'm fit to bust!” Applebloom cheered. “Wait 'til everypony sees you in the air!” She giggled. “I can't wait to see Diamond Tiara's face when ya buzz her!”

“This is really a workout though.” Scootaloo gasped when she landed again. “I better be careful. Rainbow Dash says that lots of fledgling fliers make the same mistake and hurt themselves by overdoing.”

Applebloom laughed as she watched Scootaloo launch herself over the railing and fly around the tree again. “Don't tell her I said it, but you're doing better than Twilight did her first few times.” she giggled. “Remember how she kept crashin' when practicing her part in the Summer Sun celebration?”

Scootaloo remembered Twilight all right, but she was remembering what she saw earlier that morning when Twilight was seriously mating with Fluttershy. Was Fluttershy in season? Was twilight trying to put a foal in her belly? For some reason that odd tense feeling in her belly was starting to turn into a dull pain when she thought about Fluttershy getting pregnant. “Yeah, I, I remember!” she said quietly when she landed and tried to fold her wings. She couldn't!

“What's the matter, Scoot?” Applebloom asked. “Aren't you happy?”

“Sure I am!” Scootaloo shouted, while trying to will away the most serious case of “wingboner” she had ever had in her life. “I'm just a little winded from exerting my wings.”

“Well, I'm still all sweaty.” Applebloom reached a hoof in back of her head and untied the bow holding her mane. “Let's celebrate by goin' swimmin'!”

Scootaloo watched with mouth wide open as Applebloom bowed her head down and then whipped it back up. It was just like that scene with Rita Haybaler in that old movie when she does that thing with her mane. Scootaloo groaned as the dull ache became a sudden sharp pain, to be followed by blessed cool relief.

Applebloom gasped and fell on her haunches when she saw something large suddenly emerge from her friend's body. “Scootaloo, what the hay is that?” she shouted while pointing a trembling hoof under Scootaloo's belly.

Breathing sort of funny, Scootaloo looked under herself and let out a squeal. “What the, I, I'm a Futanari! How the heck did that happen?”

Applebloom tried to compose herself. “Is Twilight contagious?” she asked with a slight quaver in her voice. “I don't wanna be no stallion! I’m happy bein’ a filly!”

“No, no, I told you!” Scootaloo hastened to assure her friend. “It, it's rare, but sometimes this happens to Pegasi mares if there aren't enough males around. I don't think it ever happens to Earth ponies. You don't have to worry!”

Applebloom inched a little closer. “Are you sure ya didn't just fall into some Poison Joke and turn into a stallion or somethin'?” she walked around and studied Scootaloo's hind quarters until she managed to get a quick peek under the nervously waving tail. “Nope, your hoo-ha is still there all right. I was worried for a second.”

“No, I'm still a mare, honest!” Scootaloo said while blushing. “It, it's just one of those survival of the species things. It usually happens when you're a full grown mare though. I don't know why I got mine now, but this is seriously cool!”

“Are you joshin' me, Scoot?” She moved even closer. “Are you sure that's not some fake thing you glued on?” She reached out a hoof and ran it along the length of the firm staff.

“It's real!” Scootaloo cried as incredible sensations ran through her body. “It's really real, honest!”

“Oh my gosh, it is! That's an honest to goodness penis!” Applebloom whispered as prodded it again with her hoof. Scootaloo flinched and she pulled back. “Oh Scoot, I'm sorry. Did I hurt you?”

“N-No, it didn’t hurt.” Scootaloo whispered. “It was the complete and total opposite of hurt!”

Applebloom felt sort of warm inside. This was very educational. It was her first close up look at a real live pony penis. Sure she'd seen animals displaying lots of times on the farm. Last time Winona had wanted to birth a litter of puppies, she had kindly let Applebloom watch as a big handsome boy dog mounted her. That sure didn't go over too well with Applejack!

“It's kinda big.” Applebloom finally commented as she ran the smooth side of her hoof along its length again. “Not nearly as big as ma big brother's penis, but its lots bigger than that diagram Miss Cheerilee showed us during her fillies only lesson about being responsible when you go into season for the first time.” She ducked her head low under Scootaloo's body and took a good long look. “It sure looks huge on you. I betcha if you were as big as ma brother, it would be almost as big as his. Scoot, you practically got five legs!”

“Don't talk like that!” Scootaloo moaned as her new addition was openly stared at. It really seemed to like the attention, and started to throb. “Wait, when did you look at your brother's do-dad?”

Applebloom giggled. “I followed him and Miss Cheerilee one day when they didn't know I was watchin' 'em. They went up to the hay loft, and so did I.”

Scootaloo was trembling from the tips of her ears to the very end of her tail as Applebloom sort of absentmindedly kept on sliding a hoof up and down the length of her cock. “What did you see?” she asked breathlessly. “You gotta tell me!”

“Just between you and me, I’m thinkin’ that some a the love poison is still workin’ on ‘em. It was sorta weird. They kissed a lot, and my brother's big ol' whopper just slid right out and got hard 'n stiff. It was scary big. Miss Cheerilee wasn't scared though. She, well, she gave it a kiss!”

“She, she kissed his do-dad?”

“Eeyup! She kissed it right on the end, and then opened her mouth really wide and sucked on it like a piece of sugarcane. I never heard Big Mac make such funny noises! They kept on goin' like that for a long time. Then, Big Mac groaned and sorta lurched forward. I thought Miss Cheerilee was gonna drown when he popped off in her mouth like that! Some a his stuff even came outta her nose! She's a real trooper though, and swallowed most of that stallion gunk down. From the looks a things, I bet she likes the taste!”

Scootaloo's whole body gave a sort of jerk, and she let out a very soft whinny. “M-Miss Cheerilee let him squirt it in her mouth?”

Applebloom gave a little jump herself as a big shimmering droplet of clear fluid oozed from the little hole at the end of Scootaloo's member. “Look out, you just leaked a little!”

“Applebloom, don't stop now!” Scootaloo begged. “Um, I mean, tell me more!”

“Scoot, I'm a farm filly. I know what will happen if I keep going!”

“Please?” Scootaloo begged. “Just a little more? It feels so good!”

“Your stallion part has ya all worked up.” Applebloom said quietly. “You're not gonna want to stop after just a little more.”

“It's because you're so pretty!” Scootaloo groaned. “That was stupid! It just slipped out! Don't listen to me! I, um, I'll go someplace private and, uh, settle down.”

“Listen Scoot. I didn't think that was stupid.” Applebloom smiled shyly. “You're my friend. I think I like having a friend think I'm pretty.” She sighed. “I sure hope ma big sis doesn't catch wind a me messin' around with a filly like this, even if she is a Futarootie. I don't think she would take to kindly if she found out I sorta like fillies as well as colts.”

Scootaloo almost choked. Didn't Applebloom know? Just the other day while earning a few extra bits by cleaning up at Sugarcube Corner, she had seen Applejack kiss Rarity. It happened when there were no other customers in the shop and Mrs. Cake was in the kitchen. She was in back of Applejack, sweeping up, and guessed that Applejack forgot she was there. It looked just like the two mares were on a romantic date! It was probably the prettiest thing Scootaloo had ever seen, even though she could swear that Rarity stuck her tongue into Applejack’s mouth.

The mares then went back to eating their shared Sundae. Thank goodness they weren’t saying all of the icky lovey-dovey weird stuff Miss Cheerilee and Big Mac were spouting back on Hearts and Hooves day! That would have just been too much! They just seemed relaxed and happy in each other’s company.

Rarity had even seen her watching, but didn’t seem upset. Her horn glowed, and she fed the cherry from the top of the Sundae to Applejack. While Applejack was distracted by levitating treats, Rarity briefly put a hoof to her lips in the universal sign of “Keep Quiet”. Scootaloo vowed to herself that she would never tell a soul what she had seen, and frankly, enjoyed.

Scootaloo whimpered softly while trying not to think about Applebloom’s big sister while Applebloom was touching her penis. That felt like a betrayal or something! “So, um, you'll do it, uh, some more?”

“I think I might be obliged to help ya out a bit.” Applebloom thought for a moment. “Okay, let's do this properly.” She motioned to the railing around what Sweetie Belle insisted was called the club house's Veranda. “Put your front hooves on the rail. That way I'll have more room to work. More importantly, you gotta be lookout. We have to stop if you see Applejack, Granny Smith or Sweetie Belle comin'.”

Scootaloo laughed almost manically as she reared up and put her hooves on the rail. “What about Big Mac?”

Applebloom froze. “Yes, him too.” she said after a long second of nervous contemplation. “I only left him out by mistake! I wasn't thinkin’ he would get jealous seeing me do something like this to some other pony instead a him, or anythin’ like that!”

“I guess you really do like colts too.” Scootaloo said with a giggle. “Unless it's just your big brother you like!”

“Oh shut up!” Applebloom blushed. “Ya should have seen him mount Miss Cheerilee though. For some reason, she put a bright yellow balloon on his penis first. She said that from now on they'd have to be careful when she was in season, since she only had a few left and couldn't get any more. After she rolled the balloon onto him, wow! He went super deep way up inside her, and seriously started to buck! Miss Cheerilee loved it! She was a howlin’ like a Timber wolf and really rockin’ her flanks!”

“Applebloom, we, um, maybe we could try that too.” Scootaloo tried to smile casually, but she looked more like a starving pony that just found a big pile of luscious juicy apples.

“Whoa Nellie!” Applebloom gasped. “We can't be doin' THAT now! Didn't you hear Diamond Tiara teasin' me an Sweetie Belle yesterday after school for being in season for the first time, before we got our Cutie Marks? Imagine what she'd say if I was a blank flank havin' a foal!”

“I, I g-guess you're r-right.” Scootaloo stammered as another big droplet of clear shimmering liquid dripped from her quivering penis. She didn't dare mention that the idea of putting a foal in a pretty filly's belly was making her heart race!

“Okay Scoot. Let me scoot under you a bit so I can use two hooves on you.”

Trying to stand still as a statue, Scootaloo stared under herself as Applebloom got on her back and wriggled under her. She almost drooled when she caught sight of Applebloom's pretty hoo-ha. She never thought a pony could want something so badly! She was super hard, and the wonderful reason was right there!

“Uh, eyes up here, Scootaloo!” Applebloom said sharply. “That there is off limits!”

“I, I was just looking, honest!” Scootaloo gasped. “You know I know no means no!”

Applebloom couldn't help giggling. “Just remember that, okay?” She tried to make herself comfortable as she reached out with both front hooves. “I heard that Snips and Snails lend each other a hoof this way sometimes. Whenever they aren't swiping watermelons, that is.”

“Huh, why do they swipe watermelons? I heard Snails say he doesn't like them.”

“They're not for eating, Scoot.” Applebloom said as she gently began to stroke both hooves up and down the length of what she secretly thought was quite a pretty penis. “Colts make a hole in one end, and bore out a tunnel to accommodate their penis. Then they pretend the watermelon is their favorite filly, and get busy.”

Scootaloo was only half listening. The smooth sides of Applebloom's hooves felt wonderful as they slowly moved up and down her length. Still, a tunnel through a watermelon seemed important somehow. She couldn't think straight though with Applebloom underneath her and playing with her brand new penis.

Something was happening deep inside of her. Scootaloo was a veteran of many masturbation sessions. Past experience hardly prepared her for this. Gentle hooves rubbing her penis felt worlds different than slowly grinding her hoo-ha against a cushion, or in more daring times, against the corner of a table. She had a sense of power growing, of something about to burst forth. She had paid close attention in Miss Cheerilee's special fillies only class. Was she about to squirt? Was gooey white stuff full of sperms about to shoot out? She whimpered and trembled as Applebloom continued to rub both hooves up and down the sides of her shaft.

“Don't forget to keep watch.” Applebloom reminded as her ungainly position led to a big wet drop of slimy stuff landing on her. She could smell its musky scent and feel the heat through her coat. It was sort of exciting. That was when she realized that she was in the direct line of fire as she stared at the now continuously dripping hole in the flat head of Scootaloo's penis!

Scootaloo felt like she was just about to do something incredible when Applebloom suddenly stopped. “Not yet!” she wailed. “I think something was about to happen, but I need more!”

“I know, just hold yer horses. This big ol' snake is pointin' right at my face ya know!”

Scootaloo whinnied softly. “Don't talk like that!” she begged, while fighting the urge to thrust her body forward and rub her new favorite part against Applebloom's pretty face. “You'll make me get crazy!”

Applebloom stared directly at the blunt head of Scootaloo's rigid staff as she resumed slowly rubbing. Another drop oozed out and added to the wetness on her tummy. Miss Cheerilee was right. When you were in season, you started thinking mighty hard about how it would feel to have something this wonderfully warm and hard way up inside you. She felt herself growing moist in that special way as she stared at the perfectly formed penis jutting almost proudly from Scootaloo's body.

This had to be why Miss Cheerilee firmly instructed that all fillies avoid colts at the time of their first season. They were even permitted to take a couple days off from school if needed. A filly in her first heat would not be thinking clearly, and would be really feeling her oats. She was likely to tease and tempt a young colt until they both reached the point of no return. It was rare colt indeed that would be able to resist a flirty filly with her inhibitions dangerously lowered by the hormones raging through her young body.

Miss Cheerilee claimed that a sensible filly kept them at a distance for a few days to avoid all risk. By her next heat, her body will have settled down somewhat. She would be able to think clearly and carefully about what would happen in eleven short months to a filly that unwisely surrendered to temptation and allowed a colt to mount her at such a vulnerable time.

The wise teacher advised frequent masturbation to take the edge off of that feeling of need. She recommended twice a day, once in the morning before leaving for school, and once again before bedtime. More, if a filly could find a discrete quiet place for some “personal attention”. Otherwise it was far too tempting to make a mistake that could change the whole course of your life.

Of course Diamond Tiara scoffed at that, stating that she NEVER did anything as nasty as touching herself. Silver Spoon looked kind of embarrassed, and for once did not join in and agree with her rude cohort. Miss Cheerilee just smiled and said that there were two kinds of fillies in Equestria, those that admitted they masturbate and those that were lying through their teeth. The rest of the girls started to giggle when the teacher added that she herself tried never to lie. That was as good as an admission that their beloved teacher masturbated as well.

The class ended when the teacher passed out informative illustrated pamphlets explaining the different ways a filly could pleasure herself with hooves, a pillow to bounce on, cucumbers (if one didn't mind losing their maidenhood to vegetables) or Applebloom's personal favorite, a nice hoof held pulsating shower-head. Applebloom was convinced that it took a mare to invent something so delightfully useful. Nopony even laughed when Silver Spoon hastily grabbed herself a copy and hid it in her saddlebag when Diamond Tiara wasn't looking.

Sure Scootaloo was a tomcolt, but the rough and tumble filly was not “really” a colt, even if she now had a penis. Surely all of those scary warnings didn't apply just because she turned into a futarootoo, or whatever the heck it was called. Would it be really be so bad to let Scootaloo stick it in for just a second? Of course it wouldn’t be! Cutie Mark Crusaders have just scads of self control, stick with-it-ness, and willpower! They'd both be in complete control of things at all times.

Applebloom nodded to herself as she made up her mind. This was a Golden-Delicious opportunity. It was a total win-win. Scoot would find out what the inside of a filly felt like, and she would know how it felt to be filled up with such a pretty penis. Just in and out once, and they'd both know what it was all about. Scootaloo wasn't a colt, so what could possibly go wrong?

“Wait, why are you stopping?” Scootaloo cried. “Nothing happened yet!”

Applebloom squirmed out from under a panting and dejected Scootaloo. “Um, maybe we better go inside, and uh, talk about this.” she said with a nervous smile.

“I understand.” Scootaloo said sadly. “I don't want to risk messing up our friendship, just because I grew an extra part.”

“Oh hush.” Applebloom smiled bashfully. “Just come in so we can discuss it in the Great Idea Spot.”

They entered the clubhouse and moved to the target painted below the ceiling lamp. Scootaloo took a steadying breath, wishing that her penis would go limp and withdraw into her body. “I'm sorry if I embarrassed you, Applebloom.”

“What, who's embarrassed? I'm a farm filly, remember? I know all about animal husbandry and stuff.” She took a deep breath. “Scoot, do you remember what rule 34 is?”

“Of course I do.” She cleared her throat and recited in a sing-song voice. “Cutie Mark Crusaders rule number 34. What happens in the clubhouse STAYS in the clubhouse.”

“Now look Scootaloo.” Applebloom gulped. “I know ya wanna to try, uh, something. I, well, I'm a mite curious myself. I'm up for a little experiment, if you are.”

The shaft jutting from Scootaloo gave a visible jerk, and dripped a bull's eye on the target adorning the floor. “Could we really?” she gasped hopefully while trying not to openly stare at Applebloom's apple bucking toned flanks. “Could we have, uh, some sex?”

“Hey, I'm not sayin' ta just go all crazy!” Applebloom warned. “We have to keep things under control if we try this, uh, experiment. Listen Scoot, ya have ta promise just to sort a stick it in me for about a second. That way we can both learn what it feels like. Think ya could handle that?”

Scootaloo nodded her head so vigorously that she nearly gave herself a whiplash. “I can handle that, I promise! I know that Applejack would buck me into next week if I got you preg, um, I mean caused you to have a problem!”

Applebloom trembled. “Don't say the “P” word, or I might chicken out!”

“Chickens can't fly.” Scootaloo said smugly.

“What the hay does that mean?”

“Uh, never mind. How should we do this, Applebloom?” A strange thought entered her mind, and she spoke before she could stop herself. “Should we kiss first?”

The friends stared at each other for several long seconds. “I've never really kissed anypony before, unless you count birthday kisses from Big Mac and Applejack, or kissin' Granny Smith goodnight.”

“Maybe that was too weird.” Scootaloo said softly. “Sorry Applebloom. Just pretend I didn't say that.”

“Well, I dunno about all that. Just one kiss wouldn't hurt, I guess.” Applebloom whispered, feeling her face grow warm as she blushed. “Just so we know what everything is like, I mean. As Cutie Mark Crusaders, we have to be sure to do this experiment properly.”

The fillies carefully watched each other, not sure who would make the first move. After a few moments of silent anticipation, Applebloom shuffled her hooves and moved about an inch closer to Scootaloo. A monument later, Scootaloo flapped her wings just enough so her hooves dragged across the floor an equal distance. They both paused and giggled nervously.

It took nearly five minutes of alternately repeating their actions before their bashfully grinning faces were close enough to make the next step possible.

“Well, here goes nothin'.” Applebloom said softly. She closed her eyes and leaned in closer.

Scootaloo felt all fluttery inside. Were they really going to do this? She nervously put her mouth to Applebloom's, and forgot how to breathe.

The fillies kissed. It was awkward at first, but they soon warmed to this exciting new activity. Applebloom moaned softly and opened her mouth slightly in a wordless invitation.

Scootaloo had heard about “Fancy” kissing, and always wondered why ponies would want to do it. Now, feeling sophisticated and bold, she dared to slip her tongue into Applebloom's mouth. She was surprised at how nice it felt. Applebloom's mouth was sweet and cool. She could even faintly taste zap apple-butter, daisy and dandelion on whole wheat, Applebloom's favorite snack-time sandwich.

Lost in the moment, the fillies let their curious tongues play against each other. When they finally parted, a shimmering string of saliva stretched between the tips of their tongues, until it vanished like a soap bubble.

“Oh wow, I, I like kissin'!” Applebloom said huskily. “Thanks Scoot!”

“You're thanking me?” Scootaloo giggled. “Applebloom, you're the greatest!”

Applebloom moved rather skittishly as she turned away from Scootaloo. Heart pounding, she felt herself getting embarrassingly wet between the hind legs as her body began to tremble.

Her tail suddenly seemed to have developed a mind of its own. Without even thinking about it, she had gone and flipped it up until it covered her back and draped up over her head. Her nether regions were now completely exposed. Applebloom looked back and smiled sheepishly through her tail at her friend's hungry eyes. It made her feel all warm and gooey deep inside just knowing Scootaloo was enjoying the view.

“Remember” Applebloom whispered as she instinctively spread her hind legs a little, while slightly bending her front knees as she presented herself for mounting. “Just put it in for a second! You gotta take it right back out when I tell ya to, so we don't make a mistake.”

“Applebloom. I give my word as a Cutie Mark Crusader. I will pull, uh, “IT” out the total absolute exact split precise second you tell me to!”

“Okay Scootaloo.” Applebloom said rather huskily. “Ma body is ready.”

Scootaloo just couldn't help staring at her friend. Mane wild and free from it's usual bow, with her tail up on her back and mingling with it, Applebloom looked so grown up and sexy! It made Scootaloo think of those artsy pin-up calendars trades ponies had hanging in their shops in some of old movies she had seen. Applebloom looked just like one of those naughtily posing mares with big manes like they wore years and years ago. She looked fantastic!

Applebloom had complained about being all sweaty, but somehow it wasn't just the clean musk of honest sweat Scootaloo could smell. It was like Applebloom was wearing one of the super expensive perfumes that Sweetie Belle's sister Rarity always used. No, it was way better than any perfume!

Scootaloo's nose twitched as she tried to casually keep sniffing the air. She had no idea that perfume manufacturers spent millions of bits trying to simulate the pheromones that had her so captivated. The scent seemed to go right to her insides and make her feel hotter and hotter by the second.

She flapped her wings and stood up on her hind legs, but then settled back down on all four hooves again. “I, I don't want to hurt you, Applebloom. Isn't the first time supposed to be painful when you get your maidenhood popped?”

Applebloom thought Scootaloo looked so cool rearing up with wings spread and her big ol' penis sticking straight out like that. She tried to stifle a moan of pure disappointment when her friend dropped back down on all fours instead of mounting her. Trying to ignore her sudden irritation at the delay, Applebloom laughed nervously. “Well, Twist told me that it only hurt a tiny bit.”

“Twist!” Scootaloo gasped. “Twist already did it?”

“Oh fudge! I promised her I wouldn't tell anypony that she told me!”

“Who was it with?” Scootaloo asked urgently, her penis somehow feeling even harder. “You gotta tell me!”

“Oh, okay. Just don't tell another living pony!” Applebloom giggled. “Twist said Featherweight isn't a featherweight were it counts. Once he gets started, he's heavyweight champion of all Equestria!”

“Is she, um, you know, in trouble?”

“Nah, she played it smart and avoided him durin' her first season. She invited him over a week later to teach him how to make peppermint sticks when her momma wasn't home. They never did get around to makin' any candy.”

“That sounds cool!” Her voice dropped to a whisper. “Twist isn't as pretty as you though, Applebloom.”

Applebloom felt warm all over hearing that. “Let's forget about Twist and her Special Somepony. We, we have an experiment to do.” Feeling embarrassed, she couldn't keep the need out of her voice. “Come on, Scoot, don't keep me waitin'!”

Flapping her wings again, Scootaloo accidentally lifted clear off of the floor in her excitement. Flying seemed so easy now, but despite her joy at finally becoming airborne, there was something else that just seemed so much more important.

Hind hooves settling back to the floor, Scootaloo tried to walk like Spike on her hind legs. She approached Applebloom from behind, and settled her upper body onto her friend's back. “Am, am I too heavy?” she asked softly, thrilling at the warmth of Applebloom's body below her.

“No, no, it's good, honest!” Applebloom answered excitedly. Somehow Scootaloo's weight on her back just felt so right! “Uh, try ta put it in now, okay?”

Scootaloo didn't need to be told twice. She started to hunch and wriggle against Applebloom, moving ever more frantically as she tried to get herself lined up. “I, I can't do it!” she whimpered as her hardness kept sliding along delightfully slippery warmth. It won't go were I want it to!”

“Keep tryin'!” Applebloom begged, moaning each time the wonderful hard shaft dragged over her dampness. “It's gotta go in! It has ta go in!”

Scootaloo kept trying. Suddenly, she froze. Both fillies gasped. “I, I found it!” she gasped, as the flat head of her penis lodged against the delicate opening of Applebloom's vagina.

“Stick it all the way in!” Applebloom begged. “Do it before I change ma mind!”

Scootaloo closed her eyes tight and bit her tongue as she rammed forward. Snug heat enveloped her as she sank deep into Applebloom's core. “You're hot inside! You're so hot inside!” she cried as she settled herself completely against her friend's flanks. “I'm way up inside you! This is the best feeling ever!”

Applebloom let out a whinny. It did hurt a little. She felt her maidenhood give way with a sudden tear as Scootaloo's shaft impaled her. Her nostrils flared and she snorted as the pain ebbed. “I, I'm a mare now.” she moaned, accepting the fading pain as a badge of honor. She felt a feeling of fullness that was like nothing she had ever dreamed of. Applebloom took a deep breath, feeling oh so grown up now. “Scootaloo, you made a full grown mare outta me!”

Face buried in Applebloom's mane and tail, Scootaloo somehow managed to remain perfectly still. “I, I'll pull out now Applebloom, but I'll never forget what you did for me!”

“Scoot, uh, you can, um, move around a little first.” Applebloom said huskily. “T-Try goin’ in and outta me, okay? That w-way we'll know all about it.”

“I'll stop whenever you say.” Scootaloo vowed as she pulled out about half way. It was wonderful! The slippery tight sheath rippled along her shaft as she withdrew. It was like Applebloom's warm caressing body didn't want her to leave. She shoved right back in, and whinnied at the sensation of being completely joined with her friend. She breathlessly whispered in Applebloom's ear. “Just tell me when, and I swear I'll pull it right out!”

“Yeah, yeah, okay.” Applebloom muttered, hardly listening. Feeling something so big warm and hard moving in and out of her was so distracting! How come Miss Cheerilee didn't tell them it would feel this dang good? No wonder she kept coming back to big brother for more! Having a real live penis way up inside you was so much better than even a pulsating shower head! “Scoot, you, you can go a little faster now.”

Scootaloo held Applebloom firmer with her front legs, while her busy flanks rammed her hardness in and out at an ever increasing rate. “This is so good!” she panted. “Applebloom, you feel so good around me!”

Applebloom gasped rhythmically in time with Scootaloo's powerful thrusts. This was what it was all about! This, this was mating! An urgent little warning bell seemed to ring in her mind, but Applebloom ignored it as she concentrated on how wonderful it was to be topped by a what-a-ya-call-it futaloo like Scootaloo. “Scoot, you, you feel real good in me!” she cried as she spread her hind legs wider and ducked her front end lower. “Keep goin' just like that!”

Scootaloo could feel that scary strange power growing within her again. “Applebloom” she whimpered. “I, I think I better stop now!” she managed to gasp. “”I, I think I'm gonna explode soon!”

“No, don't stop yet!” Applebloom begged. “I, I'm a getting' real close! It's gonna be bigger than waitin' a week for a broken shower head ta be replaced! Ya gotta keep goin'!”

Scootaloo had no idea what plumbing had to do with it, but she was getting very worried. She was no dumb naive filly. She knew that they were playing with fire, and it wasn't water she was about to shoot out! “Applebloom, I should stop!” she cried, while ramming in even faster. “You have to tell! I don't think I can stop unless you tell me to!”

“Keep goin' Scoot! I'm almost there!” Applebloom cried as her body shook. “You're gonna make me do it!”

Whinnying and snorting as her body slammed repeatedly against Applebloom's firm round rump, Scootaloo tried to head off the coming explosion. How could she though? It was her very first experience as a Futanari, and Applebloom was so sexy and pretty! She bit the inside of her mouth and tried to think about the Equestria games, but it was just no use! “Gonna squirt soon!” she nearly screamed. “Gonna squirt, I feel it coming!”

“Squirt?” Applebloom gasped. The little warning bell she had ignored suddenly returned as a great big school bell clanging in her head. If she didn't stop things right now, Scootaloo was gonna squirt her full of sperm!

“Real soon!” Scootaloo repeated joyfully as she plowed even harder into her friend's tight body. “It's gonna happen! I'm a real Futanari!”

Applebloom felt Scootaloo's front legs grip even tighter around her middle. It felt so good, but was oh so dangerous! She weakly tried to squirm out from under the panting Pegasus, but it was no use! She was trapped! The hardness within her was moving erratically now. It felt like it was even getting bigger as it slammed into her hard enough to scoot her along an inch at a time across the floor!

Just at the brink of her own release, Applebloom tried to shout for Scootaloo to pull out, but her quivering body betrayed her. Applebloom opened her mouth, but only cried out as she succumbed. No pillow bopping or long exciting shower had ever made her feel like this! Her body quaked in the grip of the most powerful climax the young filly had ever known!

Scootaloo groaned as she reached the tipping point. Applebloom's body began to sort of clutch at her, as if trying to pull her even deeper. She rammed in one final time as her wings spread to their fullest. She felt the flat head of her penis press against Applebloom's very center as her body went rigid.

“Oh Applebloom!” Scootaloo cried joyously. Her orgasm struck like lightning. Body shaking, her insides sort of flexed repeatedly as her penis jerked. She felt as if something was rushing out of her in long powerful bursts of hot wetness!

Groaning, Scootaloo experienced her very first ejaculation as a Futanari while buried as deeply as she could possibly be inside a filly at the peak of her very first heat. Over and over she pumped thick gooey sperm laden semen into her extremely fertile friend. One tiny droplet would have been enough to change Applebloom's life, but Scootaloo just kept on going! She released nearly a stallion sized load into her friend by the time it was all over!

Slumped down on the floor, Applebloom panted as her body trembled. Scootaloo was lying on top of her, breathing heavily in her ear. “Oh no!” she moaned softly, the center of the Great Idea target inches from her eyes. It was sort of appropriate. Scootaloo had just shot her down!

“Applebloom that felt so good! Thank you so much!” Scootaloo said dreamily. She craned her neck and looked back at her flanks. “Drat! First flight, first day as a Futanari, and first, uh, you know what, and I still didn't get my Cutie Mark yet!” She giggled. “Oh well! Best day EVER!”

Applebloom gave a frightened squeal. “Cutie Marks!” She felt her heart skip a beat. “Please not now! Please not for this! I don't wanna Cutie Mark that says I do sex stuff!” She closed her eyes tight. “Scoot, ya got ta tell me! I never thought I'd say it, but please tell me I'm still a blank flank!”

Twisting around a little, Scootaloo managed to check Applebloom out, without withdrawing from her nice warm snugness. “Nope, your sexy flank is still blank.”

“Oh thank Celestia!” Applebloom sighed.

Scootaloo gave a little wriggle. “Applebloom, I'm still all hard up in there.” she smiled bashfully. “Can we go again? I bet I can go longer this time. I'll be sure to keep going until you “do it” again too!”

“What? NO! Scootaloo, you gotta pull out!” Applebloom cried in panic. It was far too late for that, and she knew it! “We made a mistake!” She moaned. “I made a mistake! I'm in season, and I went and let ya go and fill me full a pony sperms!”

“Oh shoot, I forgot about that!” Scootaloo scrambled off of Applebloom. Her still hard shaft slithered out of Applebloom with a slurping plop. “Oh Applebloom, I'm sorry!” she cried, her own panic growing when she saw just how much pearly white goop was flowing out of Applebloom's body. Her panic was joined by guilt when she noticed a few pinkish streaks in the growing puddle. She had popped Applebloom's maidenhood, but good! “I'm so sorry, but you didn't tell me when to stop! I swear I would have, but you never said! You even yelled at me to keep going!”

“I know, I know!” Applebloom cried as she staggered back up onto all fours. “What do I do? How do I get it out of me?”

“How should I know?” Scootaloo said fearfully. “Miss Cheerilee never mentioned what to do at a time like this!” She tried to keep calm. “Hop up and down. Maybe you can make it run out faster that way!”

Bouncing around the clubhouse like Pinkie Pie only seemed to accomplish one thing. “Oh gross, I can feel some of it runnin' down the insides of my hind legs!” She looked down. “Ew, I'm startin ta drip on the floor!”

Scootaloo just stood and watched. “Keep hopping!” she said, not understanding why the sight was making her penis feel hard as iron. She actually had to gulp and lick her lips. “Keep going, Applebloom! Shake your flanks a little more, too!”

“Huh? Scoot, you ain't supposed to be likin' this!” Applebloom complained. “It's not a free show! I'm in big trouble here!”

“It'll be even bigger in eleven months.” Scootaloo said excitedly. “You know, when your belly is all big and round!”

“Don't be sayin' things like that! Ya shot me full a sperms! We gotta do somethin' ta keep me from havin' a foal!”

Scootaloo remembered something she had heard around school. There was an old pony's tale about this exact situation. Suddenly, she was very eager to try it out! “Um, Applebloom, I, uh, I could, maybe, um, do something to help.”

“What? What? I'll try anythin'!”

Scootaloo blushed. Would Applebloom know the truth? When she asked her mentor if it was true, Rainbow Dash had laughed and told her that mares who talked their stallion friends into trying that technique as birth control were all called the same thing...Mommy! She gulped. Nothing ventured, nothing gained! “I, I could try to suck my stuff back out.”

“Scoot, that, that's nasty!” Applebloom dove at Scootaloo. She threw her front legs around her neck and hugged tight. “You'd really do somethin' like that for me?”

“Uh, sure! You know I'd do anything to help a sister Cutie Mark Crusader!” Scootaloo hoped that Applebloom wouldn't realize that she only wanted to try “Filly Grazing”. She didn't even care that Applebloom was full of her mess. If Miss Cheerilee could swallow semen, so could she. It didn't matter though. She was just dying to taste her friend!

“Ya have ta hurry!” Applebloom cried as she flopped down on the floor. She lay uncomfortably on her back, with all for legs splayed out. “Hurry and get those tiny wigglin' critters outta me before one goes and poaches ma first egg!”

Scootaloo stared between Applebloom's hind legs. Her vagina looked kind of like a flower, sort of. Only flowers didn't have dribbly white stuff all oozing out like that. “Maybe gravity would help.” she said softly while mesmerized by the cloudy opalescent liquid she had produced. “Maybe you should sit on my face.”

“What-a-ya-mean?” Applebloom asked. “Just hurry! This is no time fer talkin'! Just start ta suckin'!”

“Uh, okay.” Guilt flared again in Scootaloo, but she kept her mouth shut. If Applebloom was on top, she was sure a lot more stuff would come out. Still, it was too late anyway, what with all the goop she had shot way deep in there. “Hold on.”

Scootaloo leaned down and brought her face within inches of Applebloom's leaking sex. She sniffed. The smell was odd. It was all musky, and sort of mushroomy from her goo, but there as an underlying fragrance of pure filly in heat goodness that made her hardness twitch in appreciation. She stuck out her tongue, and hesitated a moment.

“Hurry Scoot!” Applebloom cried. “Your critters are tryin' to make a foal in there! Get 'em out a me!”

“Okay!” She brought her mouth right to Applebloom's vagina, and gave it a tentative lick. A weird memory chose that moment to strike. Did all Futanari juice taste like bird poop? No, that wasn't it! She licked again, and thoughtfully rolled the collected slime across her tongue. The watermelon with a tunnel in it she had eaten at the library! Her stuff tasted just like the weird cloying taste in the watermelon.

Scootaloo lapped up a bigger sample of her slop and closed her eyes tight as she thought. She savored the musky taste while trying to be as deductive as Daring Do unraveling some historical mystery from ancient pony times.

Twilight was a Futanari. She knew that for a fact. Everypony knew how close Twilight was to her five bff's. Did she and Rainbow Dash “do it” like Twilight and Fluttershy were doing it today? The answer had to be yes. Who could resist a pony as super awesome as Rainbow Dash? What if that wasn't bird poop after all? What if Rainbow dripped Twiligoop in her mouth that day she flew overhead?

Scootaloo tilted her head back and gargled with the fluid in her mouth as she remembered eating the watermelon in the library's pantry. Twilight must have bonked that watermelon like Applebloom said Snips and Snails do, and then left it in the pantry. It all fit together! Twilight played with Rainbow! She serviced a watermelon!

She swished her semen noisily back and forth in her mouth like she was rinsing after brushing her teeth. Yes, this really was the weird but sort of yummy taste in the watermelon! Great galloping goats! If she was right, and she was certain she was, she had eaten Twilight's gunk twice. COOL! Did that somehow make her turn into a Futanari like Twilight?

Futanari are the rarest of the rare. Could it all just be a coincidence? Of course not! It must be some kind of magical biology thing! She and Twilight were probably the only Futanari in the whole wide world! Scootaloo felt like she should she send Equestria's newest princess a thank-you card for the wonderful gift of flight and her nice new penis! She swallowed happily, and then shoved her tongue as deep as she could into Applebloom.

Applebloom squealed. “What are ya doin' Scoot! Don't force it deeper! Ya gotta suck it out!” She reached to push Scootaloo away, but ended up just placing her front hooves lightly against the back of Scootaloo's head. “Don't lick, you gotta suck!” She whimpered. “And stop makin' it feel so dang good!”

Scootaloo was enjoying herself despite feeling more than a little guilty. She couldn't undo what she did to Applebloom, but she also knew that whatever else happened today, nothing could make things actually worse. She wriggled her tongue, listening to how Applebloom squeed and squealed as she writhed on her back.

“You're not suckin'!” Applebloom gasped. You're just stirrin' it all around in me!” She tried again to push her tormentor away, but totally completely accidentally only pushed Scootaloo's face even firmer between her hind legs.

This was wet and wild! Scootaloo noticed that the flavor was changing as Applebloom got wetter and wetter. She noticed that fun sounds her friend was making would grow more intense if she did certain things. That's why Scootaloo practically attacked Applebloom's pretty little pink button and wriggled the tip of her tongue against it just as fast as she could.

“What ah ya doin' to me?” Applebloom wailed as her body began to go crazy. She was wiggling like a snake and just couldn't stop! “You ain't suckin', but, but, don't stop!”

Scootaloo decided that Filly Grazing was her second best favorite thing in the world. It followed a very close second to mounting a pretty pony and driving her penis deep inside!

Applebloom was shoving her face even harder into her wetness. Breathing was a little strained, but Scootaloo didn't mind. She had to put her front hooves on Applebloom's hind legs though. Even though her head was being held, Scootaloo felt like she was about to be bucked off of her friend!

“It's ah happenin' again!” Applebloom squealed as her body writhed. “You're gonna make me! You're gonna make me go off!”

Her mouth was getting tired, but Scootaloo managed to force herself to lash her tongue faster. Applebloom responded by letting out a whinny and practically drowning Scootaloo when juice freely flowed from her body as it was overwhelmed.

When she finally felt able to speak again, Applebloom whimpered. “Scoot, did ya get it all outta me?” she asked hopefully.

“Uh, about that.” Blushing, Scootaloo stuck out her tongue. “I don't think it's possible. I, um, squirted way deep inside you. My tongue isn't anywhere near as long as my penis. I couldn’t possibly get down deep enough to where I shot most of my stuff.”

“Trust me Scoot, it's long enough.” Applebloom said dreamily. She shook her head. “Wait just a darn second! What am I sayin'! Ya didn't get it outta me! Scoot, I'm in big trouble! Ya got me all preggered up!”

“Applebloom?” Scootaloo asked softly. “Since you already are, can we do it again? Please? Pretty please with a sugar cube on top?” She moved up over Applebloom, and kissed the worried filly's face. “You know it'll feel good!”

“That's how ya got me in this mess!” She looked down between them and her eyes opened wider. “It's still all hard, ain't it?”

“Uh-huh!” Scootaloo hunkered down a her hindquarters a little and started to slowly slide her length along Applebloom's wonderful wetness. “I' still real hard, see?”

“Scoot, ya can't be goin' and puttin' more juice in me!” Applebloom tried to squirm out from under the very eager, very hard Pegasus. “Ya do know that ya squirted a foal up in me already, don't ya?”

“Um, yes Applebloom. I know, and I'm sorry, but you didn't tell me to stop!”

“I know. I may be mad, but I ain't puttin' ALL the blame on ya, Scoot.” Applebloom said quietly, trying to not notice how really nice that hard thing felt while rubbing and sliding along her poor little hoo-ha. “I should'a stayed at home and masturbertatered like Miss Cheerilee said!”

“Come on Applebloom! You remember what else Miss Cheerilee said.” She cleared her throat and recited in a rather poor attempt to imitate their teacher's voice. “A filly is at her most vulnerable with the onset of her first cycle. This marks the most fertile time of her entire life. If a filly joins with any stallion or a colt of age to be aroused by her condition, she will most certainly receive a foal for her troubles.”

“Don't remind me!” Applebloom shouted. “We joined, but good!”

“It was good, wasn't it?” Scootaloo couldn't help a lopsided grin when Applebloom glared up at her. She continued with her Cheerilee impression. “This trait is a holdover from ancient pony times. It's from an era long before the arrival of the Royal Sisters. It even predates the time when Unicorns first tamed the world with their magic. Ponies had to reproduce quickly when dealing with so many predators to assure survival of the species.” Scootaloo smiled. “Face it Applebloom. If it’s gonna happen, it already did!”

“Ya don't have ta sound so all fired proud of it, Scoot!” Applebloom said sharply. “You're crazier than a worm bein' swallowed by the early bird cause it couldn't decide which apple to bore into!”

“This isn't a worm.” Scootaloo laughed as she continued to rub. “Come on Applebloom. You know it'll feel good!” she taunted while attempting to get back inside that wonderful tightness.

“Scoot, I said no more!” Applebloom cried, while twisting and turning. She had to prevent that wonderful shaft from entering her again, or her willpower would go right out the window.

“I'll last longer this time.” Scootaloo blushed. “Everypony says that the first time goes too quick. I promise I'll last plenty long enough so you can, um, “go off” again, twice!”

“Scoot, I said...” Applebloom paused. “Did ya just say twice? Ya ain't joshin' me, are ya? I'd be a mite more forgivin' if ya made me feel like that a couple more times.”

“I'm a Futanari now. Besides, you know I have lots of stamina from all my practice with my scooter.” Scootaloo grinned down at Applebloom. “If you let me do it again, I'll get you there twice!”

Applebloom stopped wiggling around, and her eyes closed to slits. “Prove it!”

“Do you mean that?”

“I surely do! Remember, you said twice! Now let me up so as I can, um, offer myself properly for mounting.”

“Let's do it this way.” Scootaloo said, hunching away while trying to get herself situated. “Biped style like Minotaurs do it is supposed to be really cool!”

“Ya did it once and suddenly you're an expert?” Applebloom tried again to get out from under Scootaloo. “Just let me get...” Applebloom whinnied and gasped when the blunt head of Scootaloo's shaft found her opening and wedged back in. “I, I reckon there's no talkin' ya out of it now.” she said huskily as she was slowly impaled.

Scootaloo was delighted. Was it because she was looking directly into Applebloom's pretty eyes? Somehow it felt even better to sink into Applebloom while watching the expression on her face. “No, I'm not stopping now.”

“Who, who's askin' ya to stop?” Not wanting to be a “dead-flank”, Applebloom gave her hind quarters a wiggle. When Scootaloo moaned, she giggled. “Still think ya can last long enough for me ta pop off twice?”

“Sure I can.” Scootaloo said. Some of the assurance had left her voice though. “You just wait and see! I'll outlast you, Applebloom!”

“That sounds like a challenge ta me! You know that there ain't an Apple live that would turn her back on a challenge!” Applebloom soon found her rhythm and was moving with Scootaloo as she thrust into her. She loved the look of determination in her friend’s eyes as they both worked to please each other, but fight down their own impending release.

“This, this is so good!” Scootaloo moaned as she quickened her pace. Applebloom's inner heat was thrilling as her shaft plunged in and out of that wonderful tightness.

The clubhouse was filled with the gentle sound of soft whinnies, and the slurping of a hard shaft being forced over and over into a very tight but awfully wet sheath.

Applebloom felt herself growing closer. “Uh-oh!” she gasped, trying to hold out until Scootaloo was closer to exploding. “Slow down, Scoot!”

“You're close!” Scootaloo gasped, desperately trying to ignore the tension building within her. “Go ahead! Do it! I'll make you feel real good!” She put her lips against Applebloom's and kissed her again as she risked teetering over the edge by plunging in and out even faster.

Scootaloo was playing dirty! Applebloom discovered that having a tongue abruptly shoved in her mouth was very bad for concentration. Wailing into Scootaloo's mouth, she began to shake. Once again she climaxed. Hind legs spread wide with hooves pointing at the ceiling, her front legs hugged Scootaloo tightly as waves of pleasure rippled throughout her trembling body.

“I made it.” Scootaloo moaned as she slowed her pace. “I, I can hold out one more time!”

Panting, Applebloom managed to speak. “D-don't slow down!” she cried as she took over. “Ya gotta keep goin'!” Scootaloo may be a Futaloop, but Applebloom was a farm filly. Her hind legs were getting mighty strong from apple bucking. Holding Scootaloo tightly, she managed to roll them over.

“What are you doing?” Scootaloo squealed as she suddenly found herself on her back, wings pinned to the floor. “Applebloom slow down!”

Mane whipping around her face, and tail flying from side to side, Applebloom rode the shaft within her like a wild rodeo pony. “Gonna make ya do it!” she cried. “Gonna make ya squirt again before I go a second time!”

“Wait, wait!” Scootaloo whimpered, no longer in control. “I'm supposed to make you go first!”

Applebloom kept on going, the challenge all but forgotten. Being on top was great! She shimmied her flanks while bouncing up and down just as hard as she could on Scootaloo's beautiful penis.

Scootaloo desperately tried to will the coming explosion away. She grabbed at Applebloom with her front hooves, but all she really did was help steady the wildly gyrating pony. “Slow down!” she whimpered as the sheath around her hardness sort of squeezed at her. “You're close, r-right? Go on, do it!” she begged, trying to think about anything but Applebloom bouncing up and down on her throbbing penis.

Applebloom stared into Scootaloo's eyes. Gosh, she looked so pretty when helpless on her back! “Squirt!” she gasped. “Go ahead and squirt!” Two could fight dirty. She remembered how proud Scootaloo had sounded at the news she was “In Trouble”. “Go ahead and squirt in ma belly! A little more won't hurt now! Ya said yourself, I'm already preggered! Ya can't make me MORE pregnant!”

Scootaloo groaned. “D-Don't say that!” She begged through gritted teeth as her hardness gave a warning jerk. “Got, got to, hold on! I, I will hold on!”

“Ma belly's gonna get so big! It's your fault there's a foal in me!”

Scootaloo couldn't help herself. The thought of Applebloom getting nice and round was just so thrilling! She jabbed upward sharply as Applebloom slammed down. Just one jab into blissful snug heat was all it took. Her body throbbed as jets of hot fluid blasted from her quivering penis.

Applebloom was surprised. When the hardness in her jerked, she cried out as her own body found release. The ponies discovered that mutual climax was a wonder to behold! They cried out together

After lying sprawled on top of Scootaloo for nearly a half hour while lost in the afterglow, Applebloom laughed weakly. “I guess that was a tie.”

Scootaloo had almost dosed off, but opened her eyes and grinned up at Applebloom. “I think we both won.” She giggled. “Applebloom, you're the best!”

Applebloom wriggled a little, enjoying the feel of Scootaloo still lodged within her. “You ain't bad yourself, Scoot.” She paused a moment. “I don't know what the heck is gonna happen now, but can I ask ya somethin'?”

Feeling nervous, Scootaloo nodded. “Sure. I'll do anything you say.”

Blushing, Applebloom smiled. “It ain't nothin' bad. I just wanted to know if we can keep doin' sex stuff, even when my belly grows and everypony knows I'm havin' a foal.”

“Really, you're asking me?” Relief washed over her. “I would have agreed if you said no more, but of course we can keep doing stuff together!”

Taking a deep breath, Applebloom let out a sigh. “Then ya don't think this is too weird? I, um, Scoot, ya know I love ya, but I don't think I'm IN LOVE with ya. I just, uh, really like what we just did, that's all.”

Scootaloo giggled. “Heck no! It isn't weird! We can just be “Friends with Benefits” and meet up when Sweetie Belle is busy with her sister and we can have the clubhouse to ourselves.”

Applebloom giggled in return. “That leaves ya open to find other, uh, playmates. Scoot, ya gotta promise to tell me every detail iffin' ya bag yerself another filly.” she grinned bashfully. “Especially if ya get her into trouble.”

“Well, I know right now it won't be Sweetie Belle.” Scootaloo shook her head. “Not that I wouldn't love to be with her. I just don't want to get her upset. You know how naive she can be.”

“Yeah, Sweetie Belle might not understand.” Applebloom's eyes opened wide. “Sweetie Belle! I plum forgot! She told me she was fixin' to talk her way out of being kept at home just because she's in season! She could be here any minute!” She climbed up off of Scootaloo. The softening penis sort of slithered out of her sated body with a wet plop. All four legs felt more than a little wobbly as she went to the window. “I see her just a comin' around the bend! She's gonna be here in only a couple a minutes!”

“Oh no!” Scootaloo stared at Applebloom's hind quarters. From her vantage point lying on her back on the floor, she could see up under her friend's tail. “Ew! Applebloom, you're a mess! You're still oozing goo, and it's dripping on the floor!”

“Well, whose fault is that?” Applebloom shouted. “No, we gotta keep calm!”

Scootaloo was thankful that her penis finally lost its hardness and retreated into her body due to sheer nervousness. “Sweetie Belle's too innocent! She'll be shocked and totally freak out!” She looked at the mess on the floor, and again at what was seeping out of Scootaloo. “We have to clean this up!”

Applebloom looked around. She grabbed a piece of cloth from their lunch table and started to wipe at the gooey splotches off of the Great Idea target.

Scootaloo grabbed another and dunked it in the pitcher of water on their eating spot table. “Hold still!” she ordered, while trying to wash the worst of her slop off of Applebloom.

“That's cold!” Applebloom protested after nearly jumping out of her horse shoes. “Cut it out! Ya practically froze my hoo-ha off!”

“Sorry, sorry!” Scootaloo threw the sopping wet cloth in the corner as the door slowly began to open. “I, I think I got most of it though! Now just act casual!”

“Hi guys.” Sweetie Belle said cheerfully as she entered the clubhouse. “Did you see the two very special fabric swatches I sort of “borrowed” from Rarity's sample books? I left them on the table. Once we settle on which one is best, I'll tell Rarity we need her to make new curtains for the clubhouse!”

Scootaloo and Applebloom stared at each other. “Uh-oh!”

“Uh-oh?” Sweetie Belle repeated as she entered and closed the door behind her. She couldn't help sniffing at the musky almost overpowering smell in the clubhouse. It was something she had smelled once before. She had dropped in to visit her sister just as Fancy Pants and Fleur de Lis were leaving Carousel Boutique a few days ago. Even after Rarity had galloped around in a near panic opening all of the windows, her big sister's bedroom had smelled just like this.

The guilty weight of the book in her saddlebag made Sweetie Belle think of the appropriate entry she had read just last night in Rarity’s diary. It couldn't be, could it? What did Rarity title that entry? Oh yeah. Ménage à trois. The included sketch was rather thrilling to see after reading Rarity's account of things. Sweetie Belle felt a sudden warmth centering between her hind legs, but spreading all through her body. “There was a colt here!” she finally announced. “There was a colt here, and he did stuff!” Her eyes flashed. “It better not have been Button Mash!”