The cool air of the late autumn night felt pleasant on Twilight's coat after the cozy warmth of Sugarcube Corner's second floor room, but it was nowhere near chilly enough to quell the lingering effects of the night's three sexy stories. She never minded Applejack's company, but the warmth of the other mare next to her was decidedly more a mixed blessing than it would have been if Twilight weren't so warm and wet under her tail.

For a little while they walked in silence. Applejack, it seemed, was lost in her own thoughts too. Twilight desperately tried to unpack everything that had happened over the evening, especially those things that didn't just make her even more aroused. The scent of woodsmoke and dry leaves made her mind wander autumn's paths - sweet, but melancholy.

"It's like old times again," she said, at least half to herself.

"How d'you mean, sugarcube?"

"I remember when I got here," Twilight spoke slower than usual, both due to the emptiness of the night, and due to trying to get her thoughts fully in order as she spoke. "I'd never even had a friend before, really. The only ponies I was close to were family, or Celestia. Spike's family, of course. Then here I was in this new world of friendship. And of course it was wonderful, but you remember sometimes I got a bit..."

"I remember," Applejack chuckled. "You were a mite high-strung those days."

"That's an understatement. Part of it was that Celestia told me it was an assignment, of course. And part of it was perspective, back then all I'd ever had to worry about was missing a deadline. But I think part of it was that I felt out of my league, too, you know? I didn't realize it at the time, but I think I felt a bit...slow. I'm not used to feeling like that."

"I can't imagine why."

"Oh hush, you know I didn't mean to brag. Anyway I was just thinking I feel a bit like that now. Not that I'm going to flip out with a Want It, Need It spell or anything! Just that, I felt like I really learned to be a good friend, and now there's all this stuff, where you five are way more experienced than me all over again. I guess I feel like, now that I've forced my way into this little club, maybe I don't really belong."

Twilight felt Applejack press close to her, and swallowed as she felt the contact in her loins, not just her coat.

"I think you got the wrong idea, sugarcube. About a lot of things, but 'specially about this 'club'. You changed everything when you showed up," she gave a full laugh this time, and it felt like it lit up the night. "Just like you did when you showed up in Ponyville. When we said we'd never been detailed like you were, it was, well, I reckon more than true. The real truth of it is, we were stumbling along as much as anypony. Why do you think we had the space for just a little while? Sure, we'd get together and talk about ponies that caught our eyes, maybe a fantasy we'd had or something, but not like that. Just 'Thunderlane was looking good in your line, he asked me out!' Or, 'I miss my ex.' That sorta thing, you know? It never got much raunchier than Rainbow saying she went down on some mare or the like.

"And c'mon Twi, you know us better'n that. I'm shocked Rares let Thunderlane get so far with her. It's no bad thing, mind you, but I'd bet you a whole barrel of cider she'd never have done it without your story. Fluttershy's still never touched another pony like that, far as I know, though she's said she wants to a few times. And Rainbow and I make fun of each other, but there ain't that many mares in Ponyville. I had a thing with Golden Harvest for a while, before you even came, and since then I ain't done much but look. Sure, I'll look a lot, but I want something real before I'll sleep with a pony, you know? I can get myself off just fine, if I'm not wanting a connection. And I think Dash ain't as far from that as she makes out. Pinkie had her wild days, back when she was learning to party, but look at her story. If she'd wanted to keep that up, you think she'd have ended up here?"

"So you mean that wasn't a normal session?"

"Twi, I ain't ever been at a meeting like that before," Applejack grinned. "Not that I'm complaining, mind. I reckon maybe that's the new normal. But if it is, you're there at the start with us. It wouldn't've started without you. Same with all of us. Sure, we knew each other before we met you. But we weren't great friends or anything, and it ain't like we never had the chance. We just couldn't click without you. It's like you're...what's that fancy word you've got for a thing that looks small but makes everything else change? Like baking soda?"

Twilight smiled back. "A catalyst?"

"That's the one, Twi. You're our catalyst, showing up and making us all change for the better. You did when you came here, and I think you did when you crashed this party, too. I'm already sorry I didn't tell you right at the beginning."

Twilight nuzzled her. Sure, she was tormenting her poor body, but that wasn't entirely unpleasant. Besides, she really did appreciate her friend's kind words.

"Thanks, AJ."

"I meant it all, you know. Element of Honesty and all. Can I tell you something that's been bothering me? Fair trade?"

"You could even if it weren't a trade, but sure, fair trade."

"I dunno what I'm gonna do next week. Pinkie and Dash were right, their stories were hotter'n anything I've ever heard. Certainly anything I've ever done. And Rares told us about her first time ever! I gotta say it made me nearly as wet as the other two did, just 'cause I could tell how special it was to her, y'know?"

Twilight nodded. They were to the long outskirts roads now. The few lingering lights of Ponyville proper remained on one side, but the other was just the farms and open lands stretching out towards the Everfree. It wasn't too far now to the castle.

"But they were pretty long stories," Applejack went on, "and we still got through three of 'em. I wanna say something next time, do my part n'all. And I don't mind if I don't have much all that wild to say, all three stories tonight were real different and I liked 'em all just the same. But like I said, last mare I took to bed was before you even got here, and I've got no prospects like Rarity or Pinkie. I've got my pride, I don't want everypony else to talk about sexy times with hot ponies, then have me just say how Rainbowshine flashed me at the market and I went home and bucked my pillow."

"No risk of that," Twilight said, "I told my one good story last week. The next closest thing I've even had to a sexual experience is playing with myself in the Canterlot library when I found Hippocampus's Mechanics of Equine Reproduction. I doubt anypony wants to hear that."

"If you told it like you did that first story, I would."

"And I'm sure everypony'd be happy to hear any of your older stories, too."

"Fair point. I reckon we'd both rather have something new."

"Mhm. Couldn't you just hook up with Rainbow or something? You two certainly do seem to like to get physical, and she seemed pretty happy that you're into pegasi."

Applejack sighed. "That filly. You're right, I'm sure she'd have me. And we'd do some crazy nonsense that'd make a great story. But that don't seem right, bucking my friend just so I have a story to tell. I'm not like that. 'Sides, sure, I like me some wings, and I'm okay with competition. Heck, more'n okay when we're talking about racing or Iron Pony or the like. I reckon I'd even like it in bed, once in a while. But Rainbow's never gonna do anything else. She'd never give, or make herself vulnerable, y'know? Maybe someday she'll learn, 'specially with our catalyst around, but not now. It'd get old, and I won't start anything with one of you girls unless I'm sure I want to keep it up. I don't think it'd drive us apart or nothing, but it wouldn't be fair."

Twilight nodded. They'd come to the castle, but she felt like maybe they should finish their conversation before she went in, much as she still wanted to address her soaking marehood. Applejack stopped too, apparently thinking the same thing, and they lingered just outside the light cast by the castle's glowing crystal lamps. Spike would be long in bed, but she'd told him to leave them on.

"And the other girls?"

"Rares and 'Shy seem like they just want stallions. Rares has one, and I'd worry I'd break poor 'Shy even if she wanted me. Pinkie'd be down, but I worry she'd break me. I love all those girls to death, but I'd need way more'n a week of talking to figure out if we'd have any shot in the bedroom. It's hard to talk honest to 'em sometimes, what with all they've got going on, and I reckon this is too important."

It occurred to Twilight that she'd never had any trouble talking honestly with Applejack. That in fact they'd just been doing so. She shivered, though the night was no colder than it had been, nor her arousal much lower. She also realized she'd been waiting for Applejack to list the reasons that she, Twilight, would not make a good sexual partner. But Applejack seemed to have finished talking.

Twilight thought about Applejack's hard, farm-trained body. She imagined what her marehood would look like if she moved her tail aside. It was the opposite of unpleasant to think about. Twilight moved slightly closer.

"Yeah," she said, aware that probably some kind of response was appropriate. That let her stall long enough to recall the train of the conversation. "I think honesty is what I most want from my first partner."

Twilight wasn't uncomfortably close to her friend - quite the opposite, she felt - but she was close enough to see Applejack's eyes widen for a moment, and her throat move as she swallowed hard. She was quiet for a long time.

"It's funny," she finally said, her voice oddly thick, "even though you said it just now, I'd already forgot you've never slept with anypony. What with your story, and seeming so understanding. It ain't just about being so shut-in for so long, huh? I bet you got plenty of chances once you got to be a hero, and then a princess."

"Some, probably," Twilight shrugged. "I wasn't really looking. If I wasn't going to be friends with anypony just to say I was, I certainly wasn't going to rut anypony just to have done it, either."

She shivered again. This time the air did seem to be getting colder. She took a deep breath.

"It's getting kind of cold out here, AJ. Want to come in? I could make some tea or something."

"That's real nice of you Twi, but I gotta tell you, I'm still hornier'n a bull in a cowpen after those stories. I was fixing to go right on home and take care of myself."

Twilight met her eyes fully for the first time all walk, though mostly just because now they could face each other rather than watching their step in the dark.

"So am I, and so was I."

She saw Applejack swallow again before she spoke. "I reckon I could use a drink, now you mention."

The walk into the castle and up to her private quarters was excruciating. Inexperienced as she was, Twilight still had a tiny bit of doubt. She thought she'd read the situation right, and every bit of her wanted to flick her tail aside as Applejack followed her, but she restrained herself, both because of the occasional guard patrol in the castle, and in case she'd completely misjudged. So instead she hurried as much as she could without making a racket on the hard crystal floors, or seeming overeager, and wondered if, as she'd increasingly come to hope, Applejack was about to show her what she'd spent all night hearing about.

The door closed behind her, and she turned to ask Applejack...something. Either what kind of tea she took, or whether she wanted to go to the bed, or just start going at each other right here on the rug. She was saved from deciding when she discovered Applejack had stopped so close behind her that when she turned their muzzles were nearly touching, and she was gazing into her friend's eyes. They were beautiful like her trees in summer, like pools of living water. Like the eyes of a friend you've just realized is smoking hot while you yourself are dripping all over the floor.

Twilight moved her muzzle closer by about half the tiny distance between them - not quite enough to touch, but enough to make it clear it wasn't a mistake or stumble.

"Are you sure?" Applejack murmured. Even with her voice so low, Twilight felt her breath on her muzzle and shivered.

"Sure as science," she said, her voice quiet, but without hesitation.

"That's the dorkiest thing I've ever heard," Applejack said.

Before Twilight could answer, or her ashamed blush could really start to take hold, Applejack closed the distance, and pressed their lips together. The blush, the words, everything, stopped. Even Twilight's mind, normally full of as many trains of thought on as many tracks as Canterlot Central, suspended service.

Applejack's lips were warm and soft, like the heart she knew lurked just under the farmpony's formidable exterior. They seemed to leak an energy into Twilight's own. Dimly she wondered if it were earth pony magic, or just affection mixed with lust. Or both. Then Applejack parted her lips a little, and Twilight lost the thought. She followed, opening her muzzle gently against her friend's. Both breathed through their noses, of course, but some ghost of breath still seemed to pass between Applejack's lips, making Twilight intimately aware that in some profound way their bodies were now connected. It passed through her like a shock, making her whole body feel warm and full of a magical energy. She felt like she could fly. Both of which, her quickly drowning inner scientist pointed out, were preposterous, because she was always full of magical energy, and could always fly. Then that voice sighed too, and faded, leaving only the warm, damp pressure of Applejack's lips on her own.

Gently she reached out with her tongue, and found Applejack's doing the same. The touch was electric, and Twilight opened her mouth wider, turning her head. Their tongues danced, and she relished the feeling of not knowing, really, in which whose body they were at any one time. She felt overflowing with warmth and affection. And, though she hadn't thought it was possible, her marehood had somehow become even wetter.

Finally they came up for air.

"You're sure too, AJ?" Twilight said. "Sure you aren't going to want me just once?"

"Twi, sugar, after that kiss, I'm gonna want you more than once tonight. Wanna take this to your bed?"

Twilight nodded, and with a flash of light, they were next to the bed. She lept onto it, facing away from Applejack, and raised her wings to half-mast, flicking her tail aside to present her winking sex. Applejack seemed momentarily off-balance.

"We could've walked," she said, smiling.

"I didn't want to wait. Get up here."

Applejack climbed up beside her, pressing their flanks together. Her body heat through her coat was wonderful, and as their cutie marks touched Twilight felt a shock of arousal shoot through her. She gasped.

"Nice, isn't it?" Applejack said. "They say if you touch cutie marks with somepony and you don't feel that, you weren't meant to be together. Like some kind of destiny link thing."

"Is it true?"

"No idea. But by now I don't need nothing like that to tell me our destinies are all tangled up, Twi'."

Twilight laughed, then kissed her again, picking up where they left off. It was just as nice as the first time. She wrapped her wing around Applejack's barrel. Even though her sex was still dripping all over the sheets, she felt no rush. She knew Applejack would see to her needs, and she to Applejack's, as best as her inexperience would allow. She shivered again into the kiss as she remembered Applejack saying she wanted to go more than once just tonight.

Applejack clearly felt the shiver. "You horny, sugarcube?"

"You have no idea. I've been up the wall all night. I thought about pleasuring myself right there in the room a few times. And that was before I knew I'd be making out with you."

"Oh, I've got an idea all right," Applejack chuckled. She stood and walked a little ways across the bed, just far enough that when she flicked her tail away Twilight got a good view. Her winking marehood was absolutely drenched. Thin trails of fluid ran down both her thighs. "I've never been this turned on in all my life."

"I hope I can help," Twilight said, suddenly unsure of herself.

"I'm sure you will, sugar. But I'm the one who's been to this rodeo before, I'm gonna show you the ropes." She turned and came back to the kiss, still soft and tender. Twilight hesitated a minute before thinking of it as loving, but then did so, gladly, realizing she'd have been happy to hear Applejack say that about Twilight's own. She wondered when, if ever, she'd get used to the feeling of kissing Applejack. She hoped not to.

Delicious though it was, this kiss was shorter. Before long, Applejack moved away, and Twilight almost pressed back into her to resume the kiss, when she felt her lips press to her muzzle just slightly lower. Applejack trailed little kisses down and across her muzzle, tracing a line along the bottom of it, making her shiver every time.

"First lesson," she whispered, "every part of a pony you like's pretty. And sexy. You've just gotta show her that."

She pressed her lips gently to Twilight's throat, opening them just enough to lightly trace her tongue over it. Twilight gasped, feeling both vulnerable and totally safe. Applejack kissed down lower, and each time Twilight shivered or panted. Applejack's lips were so gentle. Just like her lover had said, she felt Applejack's lips communicating her desire and regard. It made her head spin.

Applejack reached her breast and moved sideways, tracing a line across her shoulder to the base of her wings. She kissed there too, lightly, leaving a line of tingling fire along the edge of her wing.

"I guess Dash was right, you do like these," she whispered.

"I reckon I do."

"I think I'm getting this lesson." Twilight leaned her now-free head down to Applejack's shoulder. She remembered how soft and loving AJ's light kisses had felt, and tried to put the same feeling into her own, applying her lips lightly, thinking of the chance to do so as a gift. It wasn't a difficult thought to hold on to. Applejack moaned into her wing, and shivered. Twilight started tracing the kisses down towards her barrel, and folded her wing to caress Applejack's cheek and the side of her muzzle.

"Oh wow Twi', that's amazing."

Twilight ran her feather's along Applejack's neck. Involuntarily her lover raised her head and moaned. Twilight's kisses were nearly to Applejack's cutie mark now.

"Next lesson," Applejack said, "that don't mean every part of 'em's the same." She moved her own lips to Twilight's cutie mark, beating her to the punch. As her lips pressed hard against it, and she flicked the surface with her tongue, Twilight felt a shock of sudden arousal, sharp and insistent, like when she touched her nipple with her magic. Using her own magic on the mark never had that kind of effect, though. Shocked and overwhelmed with the arousal, she fell to her side. Applejack took full advantage, pressing her head close to Twilight's belly and taking one of her nipples into her mouth. She swirled her tongue around the sensitive nub, bringing out a moan, then teased it lightly with her teeth. Twilight felt her belly and marehood clench eagerly.

"Cutie mark and nipples," as Applejack spoke, she left her mouth up against the nipple. Her tongue teased it as she talked. "Best way to get a mare really ready. Now lie back sugarcube, I'm more'n ready to start your first time for real." She started kissing lower and lower. Twilight's marehood dripped and ached in anticipation as she got closer, but she forced herself to concentrate for just a little longer.

"Sorry AJ," she said, "I love that you're trying to be good to me for my first time, but I don't want to let you do all the work. Besides, I've been wanting to get my mouth on you ever since you winked at me." She lit her horn and gently lifted Applejack's hindquarters, settling them next to her head, just as Applejack's head was between her own thighs.

"Get started," she said, mouth watering as she stared at Applejack's gorgeous, dripping slit just inches from her muzzle, "I've always been a fast learner."

She immediately gasped as Applejack did just that, pressing her lips to the nearly-bare flesh just above Twilight's clitoris. Even though they weren't quite on any part of her sex, the closeness made her shiver and part her legs involuntarily, letting Applejack press in closer. She dragged her soft tongue in long strokes parallel to Twilight's pussy lips, teasing her mercilessly. Twilight nearly called out in mixed pleasure and frustration, then collected herself for a better plan. She pushed her own muzzle between Applejack's legs and let out her tongue. Applejack's legs were tighter together, so she couldn't see much, and wasn't as familiar with the area, but she kept her strokes soft and teasing, and was rewarded with a throaty groan. Applejack opened her own legs, revealing herself to Twilight's eager eyes. Her dark lips were half-spread in arousal, revealing her dripping entrance. They seemed to flow around and caress her clit, and Twilight found the sight unspeakably intimate. She longed to taste Applejack's juices directly from the source, and idly wondered if they'd taste of cider. But she wanted to make her lover stop teasing her first, so she forced herself to apply her tongue to her thighs and the area just above her clit instead, teasing her just as she was being teased.

"Consarn it," Applejack moaned, though she sounded not the least bit upset, "have it your way, you pushy filly."

Her mouth pulled back for a moment, then she pressed her open muzzle down directly over Twilight's pussy lips, and pressed her tongue, broad and flat, over the whole opening. Taken by surprise, Twilight lifted her head and screamed in pleasure, the sound echoing off the crystal walls. Applejack began to move her tongue, running it over both lips, tasting every bit of them.

Gladly, Twilight pushed her own muzzle into Applejack's muff. Rather than copy her friend exactly, she took a long lick across the whole slit, stimulating both lips at once as she scooped out a generous helping of Applejack's juices. To her delight, they were deliciously tangy and musky, with just the faintest hint of apple. Eagerly she went back for another helping, pressing deeper inside this time. The feeling of Applejack's body pressing close around her tongue was delightful, and she went deeper and deeper. She was rewarded with a series of throaty moans from Applejack that reverberated into her own body through the muzzle buried under her tail.

Applejack's experience was certainly evident, as her tongue performed a virtual Iron Pony competition's worth of tricks on Twilight's eager sex. First she was lightly tracing it, then pressing in deep, then flicking the clit, almost making Twilight lose track of her own tongue's maneuverings. All Twilight had room to think of was how Applejack's tongue felt on her, and what she was doing with her own. Splitting her attention delayed her own climax, but she loved the reward of AJ's warm fluids on her tongue and her deep moans into her body. She knew she was moaning and occasionally screaming her arousal into Applejack as well.

It seemed to Twilight as if they went on like that forever, but then quite unexpectedly she felt intense heat rising from her loins, and knew that very soon her climax would take her. Desperate to prove herself an able lover despite her inexperience, she began working Applejack's marehood more firmly, focusing on the clit and hood, which had always brought her closest. It was a losing battle, though, and she felt her legs start to twitch as the orgasm rose in her. She screamed, the sound muffled by Applejack's muscular thighs. Just as her thoughts began to fade in the irresistible tide of pleasure, she felt Applejack's legs close hard around her head, and her tongue go stiff. She felt the elation of victory, and then fell into a shattering, mind-blanking orgasm. She pressed close to Applejack, craving no supplement to her pleasure save the warmth of her lover's body.

When she gathered her thoughts and opened her eyes, she saw Applejack's sex still spread lewdly in front of her. She was about to move, when she remembered her lover saying she'd likely want it more than once tonight. Well, she thought with a hint of mischief, I could certainly stand to feel that way again. Hesitantly, in case Applejack had changed her mind, she flicked out her tongue and ran it lightly across her waiting sex, savoring again her taste. Applejack's only reply was a light moan, and a flick of her own tongue between Twilight's lower lips. Grinning, Twilight went back to work.

By the time Twilight felt she'd had enough apple for the moment, and pulled her head out, the faint pre-dawn light was creeping in through her window.

"Oh, darn it," she said. Applejack pulled her own head out from between Twilight's legs, and looked out the window.

"Wow," she said, an extremely silly (and, Twilight thought, extremely adorable) grin on her face. "I didn't think we were going at it quite that long."

"Sorry. I was going to ask you to sleep over, but I guess you already stayed the night."

"I reckon so, just without the sleeping."

"I guess you have to get back to the farm, huh?" Twilight said, trying not to sound sad.

Applejack started to answer, then thought for a moment and reconsidered.

"They'll be fine without me for one morning. The harvest's all done, and Mac's left me with his share of the chores more'n once when he was out all night with his friends. One day of turnabout'll serve him right. I reckon I can stay at least until the afternoon."

Twilight grinned at her. "That sounds great, but I'm not sure I have any more sex lessons in me just now."

"I was thinking that sleeping in sounded mighty fine. Been too long since I slept next to a- a pony I liked."

Twilight caught the catch in her voice, and moved over to give her a long, slow kiss. It wasn't as passionate as the ones the night before, but it made her feel all warm inside anyway, like a full-body smile.

"Applejack," she whispered, breaking the kiss, "you know I'm new to friendship and sex and everything else. I don't know what ponies might feel during it. But last night wasn't just sex. And when we do it again, which I hope we will a lot, it won't just be sex. I care about you and the girls as much as I've ever cared about any ponies, even my family, even though it's different. I love you, all of you, very much." She blushed, and kissed her again.

"I love you too, Twi'," Applejack whispered back. "I said it to Golden Harvest, and I meant it. I could say I was young and didn't know any better, but I felt it, and I meant it, even though it didn't work out. But I didn't love her any more than I love you or any of the others."

They pressed up against each other close, and leaned their heads against each other. Idly Twilight picked up the blanket and draped it over them. Large patches of it were soaking wet, but it was still warm, and she couldn't be bothered to care.

"So what does that make us?" She asked, yawning. "What're we going to tell everyone?"

"Mmm?" Applejack murmured.

"Are we marefriends? Will we go on dates? What should I tell Spike when we both come out of my room for lunch?"

"I dunno," Applejack said. "Do you want to go on dates?"

"I don't know, I've never been on one," Twilight said.

"Well, why don't we try it out? I reckon I can be free to pick you up tomorrow at seven."

"An experimental date? I like it. And we'll tell the girls at the next club meeting. You don't need to worry about your story anymore."

"I reckon you don't either," Applejack kissed her neck lazily, "you can tell 'em what happens after the date."

"Deal."

They were quiet for another long while, and Twilight nearly drifted off, before she remembered the most important question.

"So," she said, "we'll tell Spike we're marefriends?"

"I reckon I'd like that."

And then they slept.

Author's Note

The worst part of writing lesbian pony sex is the pronoun ambiguity.

The best part is the lesbian pony sex.

The Night 1 vote (see previous chapter) continues until Night 2 proper begins. That might not be for a week or so - I won't have much time to write for a bit due to work commitments.