A Taste Of Honey

Chapters

I Don't Want to Spoil The Party
Not A Second Time
What You're Doing
Baby, It's You
I've Just Seen A Face
It's Only Love
I Want to Tell You
I Saw Her Standing There
Helter Skelter
Here, There, and Everywhere
Everypony's Got Something to Hide Except for Me and My Pony
Please Please Me

I Don't Want to Spoil The Party

It was one night, one or two weeks after defeating Nightmare Moon and reuniting Luna and Celestia that Rainbow Dash asked the question that changed everything. The Mane 6 had been sitting around inside a cozy circle of hay bales stacked 3 high at Sweet Apple Acres. Spike had gone back to the library to sleep. The six of them sat there enjoying cider and re-living the whole adventure. Rainbow Dash, had gotten up to stretch her legs and had "accidentally" knocked over the cider jug. Being the gracious pony that she is, she offered to make the trip to the root cellar to re-fill it. While down in the cellar she noticed the XXX jug and decided that adding a very healthy shot of the hard cider to the regular would liven things up. She poured a tiny bit into her hoof and took a taste. The moment it hit her tongue, her wings shot out and her tail stood on end. She smiled and put a little into the freshly poured jug and trotted up the stairs and back to the group.

After each pony had unknowingly enjoyed their mug of the mix, Dash led the conversation to more interesting topics. Nopony seemed to object; in fact, they seemed to embrace it readily. Then Dash asked the question that forever changed Twilight Sparkle's life. There had been a pleasant lull in the conversation and Dash had been lounging back against a stack of hay bales when she turned to Applejack:

"Okay AJ, Nightmare Moon, and Luna - which one would you rather go down on and which one would you rather have go down on you?" she smiled and pointed in the general direction of her crotch.

The barn instantly erupted in all kinds of noise as the ponies reacted to the question. AJ turned red and rolled her eyes. It took Twilight a moment to realize what "going down" meant, but between everypony's reaction and Dash pointing between her legs, the young unicorn correctly surmised what it meant. Her immediate response was "ewwww, gross!!" As she looked around at her new friends she was both relieved and unpleasantly surprised. She was relieved that her instatn revulsion had been drowned out, but unpleasnatly surprosed that none of her friends shared her revulsion. In fact, the looks on their faces suggested just the opposite. Rarity's cheeks went pink with excitement, and Fluttershy blushed as well, but was clearly okay with the idea. Pinkie Pie burst into laughter and rolled over. AJ never did answer, but the general topic went on until everypony went home. Twilight suddenly felt left out again and some of the old pain of rejection from school started to return.

If she wasn’t confused enough, Nightmare Moon was evil, why would anypony think about doing that with her? And why wasn’t AJ disgusted and repulsed the way she had been? She was a sensible pony with serious responsibilities! Good ponies didn’t think about things like that, and AJ was a good pony.

As she lay in bed later that night, Twilight decided that no matter how repulsive it was, she was going to do whatever it took to try to understand her new friends, although the experience had been very upsetting. There were mares at the academy who were nasty to her and because she spent most of her time alone and didn’t seem to have any interest in colts, they taunted her saying, among other things, that she probably spent her nights alone and doing that. She hated those mares, and now these new friends were turning out just like them. Twilight felt a pain in her throat and felt like she was going to cry.

But they love me! And I love them! But now I feel like there is something that’s gone up between us, like a wall or something

Just because they share that in common doesn't mean they don't like me. It's not like those mares from the academy are suddenly best friends with my new friends and I'm left out. If I let this thing come between us, then it’s my fault, so I’m the one that needs to learn to accept it. At least maybe they’ll understand how I feel about it. I can explain why it grosses me out.

Twilight thought that she should prepare what she would say to them and decided to practice it. As she lay there in bed she imagined them together at the library…

"Now girls, about that question Rainbow Dash asked Applejack the other night. I understand that you are all okay with it but, well, it makes me feel a little uncomfortable, but I don’t want it to come between us. I’ve never had any friends like you, or any friends at all for that matter, and I don’t want to lose you so I thought I’d let you know that.”

That sounds perfectly reasonable…

“Doesn’t the idea of two mares having sex gross you out a little? I mean kissing is gross enough, but putting your face down there? Yuck! And then sticking out your…” Twilight felt another shiver of revulsion. “…tongue and touching her! That’s just disgusting!”

Then I’ll smile

“Don’t you think?”

That sounds too judgmental. Maybe I should try to ease into it by finding a part of it that’s less gross and start there.

“I mean if you’re the mare and somepony – some mare is making you let them do that to you, I guess it might not be so bad if you closed your eyes and pretended it was a really cute colt.”

That’s it, find some common ground! Try to act like you’re okay with that part of it.

“I mean who wouldn’t like that? A really cute colt with big green eyes and a blonde mane? Feeling a nice warm tongue touching you down there? Even licking you?” Twilight smiled and in an effort to accurately describe it began to picture it. Naturally she thought about what it might feel like. Her reaction took her by surprise. It would probably feel really good. A really cute colt being sweet and gentle and really naughty? And licking me. Down there. With his tongue.

Down there…

She pictured it, down there, what it might look like. She’d never really looked down there, but she’d studied it in anatomy..

She found that she had been flexing her haunches then crossing her legs and squeezing them without realizing it. Now she clenched the muscles under her tail and felt the pleasure spread between her legs. The sensation was nice but it felt like those times when somepony scratching your back kept missing the spot where it really itched.

The only way to get rid of this is to put my hoof between my thighs against myself and squeeze it. It will get rid of the feeling there the way a couple of scratches get rid of an itch…

She placed her hoof against the area between her legs, nestling it between the swollen folds of her pubic cleft. It took several re-adjustments to get it where it was positioned just right. Then several more adjustments. Just one more...

The young unicorn worked hard to ignore the intense pleasure that resulted from the re-adjustments The movement against her labia felt like the best itch of her life and the scratching was indescribable.

She stopped moving her wrist around to see if the desire had stopped. It was worse.

This has got to stop! Why is it that the more I scratch this itch, the itchier it GETS?!!

The anatomy of the hooves of ponies was somewhat complex. Their coat’s extended down the sides of the hooves but the only part that touched the ground was the hard keratin, When their hooves were off the ground they could extend the edge if their coats to wrap around the edges of their hooves. At the bottom edge of the coat was a lip of skin. They could fold that lip at the front and create a nub that could be used for all sorts of things. Twilight had just discovered what one of those things was.

She lay there in bed, her covers pulled up to her neck, heart beating fast, breath coming hard and quick and her hooves busy at work between her legs, scratching that wonderful itch. She had given up trying to understand it, it felt way too good to stop. Spike was fast asleep in his basket on the floor at the foot of her bed. She had to work hard to keep from making any noise.

Oh yeah, now I could get into a cute young studley colt licking me. Oh that feels so good…

In her fantasy, Twilight grabbed his ears and pressed his muzzle against her, forcing her lips farther apart. She imagined his tongue inside her, exploring. She didn’t find it revolting or disgusting, she found it was something that she wanted very badly. She wanted to see his face now. He’d had it buried between her legs since the fantasy started.

Oh yeah baby, let me see your face, come on. This keeps feeling better and better and I want to see your face, look up at me. We don’t even know each other. You’re some stranger who swept me off my hooves and now you’re doing this thing to me…

Twilight could feel the excitement building, could feel the tension increasing, heading somewhere, though she had no idea where.

“Look at me, come on cutie, you are so good at this, we’re going to be doing this a lot, so you better let me have a look at…”

Finally the cute young colt looked up. While Twilight had been very wrong about a few things, she hadn’t been wrong about the cute part.

The face of the pony that looked up was dripping wet and smiling very seductively. The face pony that looked up at her wasn’t a colt and it wasn’t a stranger.

It was Applejack.

And Twilight wasn’t revolted or disgusted and she didn’t want to run. To her surprise her desire and passion only intensified. In this state of pure honesty and desire Twilight couldn't deny how much she wanted to kiss her. A sweet, long loving romantic kiss. At the thought of it she felt her body taking her into an incredibly intensely rising spasm.

Whatever it meant, Twilight didn’t care, she felt like she had lost all control and let her mind go from kissing her to going down there! Down between those strong sweet honey blonde legs. Prying apart her lips, revealing the pink wet folds of skin there and then in her mind Twilight plunged her tongue between those wet lips going as deeply with it as she could, imagining the slick wetness enveloping her tongue as she extended it all the way in. And then hearing Applejack moan and gasp in pleasure…

Twilight had to fight to keep from screaming and waking Spike when she came. Her hips went into a series of rapid spasms thrusting forward and back as her legs trembled, shaking the bed. Then she rolled over on her stomach, bit down on her pillow, and rubbed even more furiously, having several more very intense orgasms.

After a few minutes her clitoris had become very sensitive and she had to stop. As she lay there panting hard she couldn't believe the things that had gone through her mind. As she went through them again, she felt ashamed and confused. But she felt the desire returning, and straddling her hoof she started to slowly hump it, faster and faster, thinking of the sweet blonde earth pony until it brought her to several more squealing muffled, orgasms.

She finally collapsed on her soaking, sticky hoof, barely able to hear anything over her heart as it slammed in her ears. She stayed frozen, determined to calm her heart and lungs until she was sure that Spike hadn't woken up. Gradually her mind cleared.

Applejack? APPLEJACK?! She wondered incredulously. The idea now seemed crazy, ridiculous, of course. But it wouldn’t leave her mind, how she felt when she looked down and saw that beautiful face look up at her and how it made her feel and made her want to do. In her mind she had done, all those things. Now that the need was gone, the fever had broken, and the itch had been scratched, oh had the itch been scratched! So...the thoughts of desire for her friend should have turned to vapor and vanished. It was exciting, sensual, and very taboo, but it was just a fantasy.

Right?

Applejack? The question resounded in her head.

The room was completely silent now. Her breathing and heart had returned to normal and she could hear Spike’s little snore coming from the foot of her bed. She looked toward her window and there was a new moon. The stars shone very brightly. It was before midnight and Twilight knew she’d have to get up in a little while to clean herself up and probably change the sheets, but for now, she felt the sleepiness creep over her and felt herself falling into a warm, peaceful nap. But there was unfinished business. The unanswered question and all that it meant wouldn't let her go. Not until she answered truthfully. Twilight smiled.

“Applejack…” she answered tenderly to the night.

Author's Note

I started this several months after first watching the show. (2 years ago?) Not sure if it's done so I'm marking it as on hiatus. I just have SO many pony things going on that I don't want to leave another hanging...

Not A Second Time

Dear Twilight,

I tried to wake you up but you wouldn’t budge. I promised Apple Bloom I would help her wash their hog Petunia for the county fair tomorrow. She said that Sweetie Belle would be coming over too and that Rarity would probably stop by. Not that I care, just sayin…

Not sure when I’ll be back, but I’ll see you later.

Love,

Spike

P.S. You might want to take a bath. You smell kind of, uh, funky.

Twilight lay on her side reading the note. When she was done she moaned and rolled back over on her face.

She felt awful. She hadn’t gotten up and cleaned up after she came, she just slept. Her sleep was full of perverted thoughts of Applejack. She’d woken up, pressing herself against her foreleg, She’d ended up by raising her haunches up, resting on her knees, covers off and with her thighs spread wide apart, she leaned forward and reached back between her legs to massaging her lips and clitoris with her hoof. She'd rubbed furiously, finally bringing herself to an abrupt and powerful orgasm while biting down hard on the pillow to keep from crying out. She’d collapsed afterward and dragged the covers over herself.

Now it was morning and she lay there exhausted and feeling like a perverted wretch, with her coat all around her stomach, inside her thighs, along the lower part of her foreleg, all crusty and sticky. There was still wetness between her legs and the sheets were soaked with her thick wetness and her perspiration. Funky? She stunk!

She was full of self loathing. She was a filly-fooler, and a sick disgusting lowly wretch who did horrible things to herself while having the most perverted dreams about a mare. Who she decided that she was in love with...

She wanted to die.

What is it that could make be behave so disgustingly? I don’t understand! I’m a good pony, at least I used to be. Now I’m just a pervert. How will I ever face the Princess again?

It was that thought that sent her over the edge. She burst into tears and buried her face into the pillow, crying miserably. Finally she turned over, sat up and sighed.

Then a thought occurred to her.

“I wonder if I’ll be able to...”

The perimeter of her closet door began to glow and the door opened. The sound of shuffling came from the closet and then out floated a small chest. It was of solid oak construction and it bore the personal seal of Princess Celestia...

Quite some time before Twilight left for Ponyville, the princess had tried gently broaching the topic of equine reproduction to her young charge. Twilight's reaction had been one of great discomfort. The princess realized that she had forgotten that although Twilight was quite advanced in her prodigious magic abilities, emotionally she was still quite young.

As she considered the situation, Princess Celestia decided to meet with Twilight Velvet and Night Light, Twilight’s parents. They discussed the topic and agreed that Twilight should be given more time before the subject would be broached again.

That had been a year and a half ago, and now the three of them agreed that it was time. They also agreed that rather than have to discuss such a personal topic with another pony, Twilight would most likely prefer to study the subject on her own and come to them with questions, if she needed to. Celestia and Twilight’s Mom discussed what books they thought would be most beneficial. Night Light excused himself with an embarrassed smile and went to meet his son Shining Armor.

In the end they selected 5 books for Twilight, The first was a dry clinical medical textbook, the second a book on equine sexuality, third a book devoted to mares and the unique natures of their bodies, -a sort of “care and feeding” book that included personal stories from mares about their journeys of self discovery as pertaining to their bodies..

The last two books were romantic novels that involved sex. The first was somewhat tame and while employing a fair number of euphemisms, left no doubt as to what was going on. The other was a lusty, fully adult novel with explicit sex scenes. Just as they were settling on the last book Night Light and Shining Armor came through the door.

They bowed to the Princess. “Good afternoon your highness.”

“Hello gentlecolts. Shining Armor, I’m so glad you came by. Look who’s here.”

“Mom!” he said, going to her with a hug and a kiss to her cheek. “So what are you two up to?”

“Well,” the Princess replied. “we’ve been selecting books for your sister to read. We feel it’s time for Twilight started to learn about all things sexual.”

Shining Armor stood there frozen. The sadness in his eyes made his Mom put her hoof over her heart. “Oh, honey…”

“Twily? M-my little Twily?” he said in a tiny voice. “But she’s only…” He looked utterly lost.

“Seventeen, honey,” his mom said.

He turned to his father. “Dad…? That can’t be right. Seventeen?”

“I’m afraid so. She’s growing up son. I know. The years pass so quickly.”

Shining Armor hung his head and shook it slowly. “I-I can’t believe it.”

“How is your new friend Princess Cadenza?” The Princess asked, changing the topic to something happier.

“Cadence?!” both parents said aloud simultaneously. “Twilight’s old foal sitter?” Twilight Velvet said, “The one you used to tease all the time?”

Shining Armor blushed. “Yeah, well we’ve kind of become friends.” he looked up at the Princess who gave him a quick wink which made him blush all over again. He wiped a stray tear from the corner of his eye.

“You know Shining, I think you might take your parents to see her. It would do you some good too. I know you’ll find a very sympathetic shoulder there. She loves your sister as much as anypony I know.” Celestia said with a smile.

Shining Armor nodded again, but the look of sadness wouldn't leave his eyes. He turned to his mom.

“How about it? Would you and Dad like to go see her?”

“Of course we would! We love her!”

“Well okay then. Let’s go.” Shining said, and headed for the door.

Both parents looked at the princess with the same question on their face.

The Princess smiled happily and gave a little nod. The parents beamed at each other and did a hoof bump.

The day before her departure for Ponyville, the Princess had summoned Twilight to the castle’s large balcony overlooking Canterlot.

“Hello Twilight.”

“Hello your highness.” The young mare said, bowing.

“So tomorrow is the big day. Are you excited”

“Well, yes, kind of. I just wish you’d let me stay here and do more research about Nightmare Moon. My research confirms that on the one-thousandth Summer Sun Celebration, she’ll return!”

A fleeting look of worry passed over the Princess's face. Then she brightened. “Yes, I know, and I did read what you’d sent me. I’ve got most of Canterlot’s top historic scholars researching this.”

“Most of? Why not all of? The celebration is tomorrow night!” Twilight exclaimed worriedly.

“Because one of our best is leaving for Ponyville tomorrow morning.” Celestia said, and ran her hoof lovingly over Twilight’s jawline before cupping her chin and lifting it. Twilight blushed, but the worry didn’t leave her eyes.

“I really think I can be of better use here, with the scholars doing research.”

“I know you do sweetie, but you have a role to play in Ponyville, and you need to make friends.”

“But-”

“Eh! That’s enough Little Light. I understand your concern, and I promise you that in the next few days I’ll be in touch and we’ll have lot’s to talk about.” Celestia had used one of her pet names for Twilight as a way to let her know that the topic was closed. “Now, my beloved student, I have something for you to take with you.”

“Really?! What?” Twilight brightened. “A book?”

“No…”

Twilight frowned.

“Five books.”

Twilight’s smile returned in force and she started bouncing joyfully around in a circle. “Yes! Yes! Yes! Are they about The Mare In the Moon? Or Nightmare Moon?” she asked excitedly.

“Not exactly…” Celestia answered with a raised eyebrow.

Twilight stopped jumping and regarded her mentor quizzically. Then she squinted. “They’re not about…”

Celestia raised the other eyebrow to match the first one. Twilight's shoulders slumped. “...that...are they?” But the question was pointless. She knew the answer - of course they were. “Do I have to write a report?” she cringed.

“No Twilight, you do not.”

The young unicorn breathed a huge sigh of relief.

“In fact the books are in a chest that is locked with a spell.”

“To keep Spike from opening it?”

“Him and you.”

“Me? I thought you wanted me to read them.”

“When you’re ready”

“How will I know when it’s time to open it? Is there a book I can read that will tell me? Should I send a note to you and ask you? Will you send…”

“Don’t worry,” the Princess interrupted, “You’ll know.”

“But-?”

“When the time comes, just use our private unlock spell, the one that only the two of us know. Feel free to try to open it any time, but only when you’re ready, will it unlock…”

“Where is it?”

“Just over here.” Celestia led Twilight inside and over to her throne. There was a wooden chest with small iron bands around it. There was no sign of a lock anywhere but Twilight knew that it meant nothing. Celestia’s magic was unbreakable. “Go ahead, try” The princess said with a smile.

Twilight’s magic aura surrounded the box and Twilight applied the spell. Nothing. She tried a different spell,

“Sweetie, the first spell was the right one, but you’re just not ready yet.”

“Not ready yet! I’m one of the youngest graduates of the top level spell casting class! What else do I need to know to open this? It’s a simple spell!”

“Well, yes, that is true, but there is a little twist to it.”

“It will only open when I’m ready.” Twilight groused. “I get it.”

Celestia smiled at Twilight's scowl. “That’s right, I knew you’d catch on.”

“Well I’ve decided that I want to read them now.”

“Oh good!” the Princess said, “Try again.”

She did, but no matter how hard she strained, the box would not open. She spoke through gritted teeth as she continued to struggle with the box’s magic.

“Why won’t you open?!!

“Because you don’t want to read the books, Twilight, you just want to open the box.”

Twilight released the box from her spell and sat there panting and sweating.

“But I do! I want to learn about it!”

“About what?” the Princess asked innocently smiling.

“You know, about...that.”

“You’re unable to even say the word. Do you really think you’re ready?” Celestia asked.

“Sex.” Twilight blurted out then furiously attacked the box with her magic again. She was having no more success than she’d had earlier, but she kept at it.

“I’m afraid I have to go now sweetie, Celestia said, “You may continue to try if you wish. Don’t forget your parents will be here for your farewell dinner tonight. We’ll be in my private dining hall as you requested. See you at 7.”

Twilight, exhausted, suddenly collapsed, spread-eagled on the floor. She lay there panting hard and sweating.

“You might consider a shower before then.”

Twilight just looked up at her and scowled.

Now she looked at the chest in front of her, sitting on the bed. Tears still fell from her eyes. She wiped her nose with the back of her hoof.

She knew it would open. It did.

Inside she found a packet of tissues, a hand mirror, the five books and three envelopes numbered 1, 2 and 3.

She opened the one marked 1.

"My dearest Twilight-

It’s okay, it’s okay, calm down sweetie and stop crying. Take some tissues from the packet, wipe your eyes and blow your nose. Once you are calm and relaxed, you may open the second envelope."

Twilight was utterly dumbstruck.

How did she know?!! she wondered.

After several deep breaths, Twilight found herself a little more relaxed. She opened the second envelope.

Feeling better sweetheart? Good. Now take a few more of the tissues and wipe yourself between your legs.

Twilight lay back and pulled the blanket up to her neck. She looked around the room fearfully.

“Puh-P-Puhrincess?” she called out. “I-I got your letters…” She pulled the blanket up to her eyes.

No sound.

She relaxed slightly and slowly lowered the blanket. She picked up the note and read more.

Have you finished cleaning up? Go ahead, you’ll feel better. When you’re done, you may wish to use an incineration spell to dispose of the tissues. They tend to be somewhat musky.

Twilight took several tissues and dutifully wiped between her legs. It took several tissues and several wipes, but eventually she felt cleaner and better. She read on.

I think I owe you an explanation-

I know you’re wondering about the spell-

There was no spell beyond our private lock spell. The reason you couldn’t open it, was because deep down you really didn’t want to. But now one of two things has happened that has made you able to open it up. An unlikely thing and a likely thing.

The unlikely thing is that you felt a great desire to understand certain feelings you were having. While in the past, that has applied to everything you’ve studied, the energy you’ve devoted to avoiding this topic is what suggests that this method is unlikely.

The likely thing is that the desire finally hit you, and when it did, for one of the first times in your life, you acted before you read…”

The writing stopped. Then Twilight noticed it continued at the bottom of the page

How did you like your first orgasm?

Now Twilight really freaked. Her face went pale, she dropped the note and pulled the blankets up around her body. She looked around the room frantically. Still nothing She turned the note over to read the rest, There was one work on the back.

Gotcha!

Though still somewhat uncertain, Twilight had to laugh. It was one of Celestia’s favorite words. It told her that everything was okay. She opened the envelope marked 3.

So sweetheart - Congratulations! Aren’t orgasms wonderful?

I’m well aware that I still owe you more of an explanation.

Twilight, my most loyal and beloved student, I know that most likely you are sitting in bed on wet sheets and feeling wretched. (though less so, I hope) You see you have spent a great deal of time reading about life rather than living it. You are at a stage in your life where your body is going through many changes. You have ignored them in the interests of your studies.
I tried to talk about this with you when you started having your estrus cycles, but you told me in no uncertain terms that you did not wish to discuss the matter. I knew that one day the time would come when your body would wish in no uncertain terms, to have that discussion with you. And it would do all the talking.

As I wrote earlier, you could have opened the chest if you desired to learn why your body was making you feel so, aroused. But I know you and when it came time for your body to have that conversation it would be somewhat overwhelming. It might have been caused by one of the books in the back shelves of the library that a certain Princess might have left there for you, or perhaps by some handsome young colt that caught your eye and you found yourself fantasizing about him.
Your body has been waiting for this, so don’t be surprised if you felt a little out of control. I’ll bet you passed out afterwards and slept through till morning and woke up feeling guilty and wretched.
What you need to understand is that what you did was a wonderful part of life. It’s completely normal and feels great. Feel better sweetheart? No I didn't think so. But after you think about it and given it some time, you will.
Onto the books-

There are five books in here, each numbered. It’s not necessary to read them in numerical order, however if you start with the 5th book, you may come away both shocked and somewhat intimidated.

The book labelled 1 is clinical and may make you feel more comfortable. It covers the physical parts of your reproductive system. It’s important to know some ot what is in here, but not absolutely necessary for enjoyment.

The second book is less about how to make foals and more about the other part - the pleasurable part. It discusses social attitudes, behaviour, practices, and the role that sex plays in our lives.

The third book is for mares. It talks about our sexuality, about challenges that are unique to our sex, about personal experiences, about taboo subjects, about repression and abnormalities both moderate and extreme - like waking up in the middle of the night to masturbate!

(Gotcha!)

Twilight laughed. The fact that the Princess knew that she had masturbated. Before she had even done it… It was confusing yet despite her confusion, Twilight could not stop blushing.

Seriously though, there are some ponies with such strong libido’s that this actually happens. I can see your red face even from back here in the past! I apologize but I must confess - this is great fun! Making you blush from this far away! But isn’t it funny? You see my dearest Twilight, that is sex. It’s funny and fun and wonderful. It’s pleasurable and it makes little foals. What could be better? Enjoy it!

Somehow I know that it will take you awhile to come to terms with it, and that is fine. It is something that connects every living being, is necessary for life to go on, yet nopony talks about it. I must tell you it is very difficult for me to refrain from reaching through time and space and making you blush.

Sweetie, you are not the same pony that left Canterlot, though I suspect it wasn’t that long ago. There is a physical part to friendship, whether it’s the comforting touch of a friend that can say more than any words ever could, or a kiss from someone you love. As you make friends, you will discover this. Many times friendship grows into love, and that comforting touch becomes a caress, and that caress leads to making love.

That is really why you’re there, to learn about love in all its wonderful aspects. Friendship is a very special kind of love and where it can lead is a journey we must all take if we want to really live. It’s what our history is - not wars and conquerors, not nations and rulers. All of history is families, it’s friends, it’s love.

So my young mare, go out and live, make history, and have lots of wonderful orgasms!

(Gotcha again!!)

Oh - the last two books. The fourth one is mildly erotic. The fifth one is, well, far more so. You will find them both quite inspirational.

(I always have.)

(Gotcha yet again! I must apologize, but I truly wish you could hear how hard I am laughing!)

With all my love forever-

C-

Oh one more thing - the only other thing that would have driven you to the point of finally overcoming your inhibitions and masturbating, is that you fell utterly and totally in love, but if that were the case, then you probably woke up and did it again!

Gotcha!

Author's Note

Okay, okay, so I was wrong about the hiatus. I was scanning through my tales and re-read this one and I liked it more than I remembered. So I added another chapter. I have enough for a third chapter as well...

What You're Doing

Twilight felt mortified. But she was also struck at Celestia’s closing.

C -

Not “Your Princess” or “Princess Celestia”, but “C -”

It made Twilight very proud. It made her feel that the princess viewed her a little differently. And she had teased Twilight. About sex! It felt kind of good, as though Celestia expected her to be able to handle it. And she felt she could. She could handle the topic. She was growing up and Celestia had confidence that she would mature. So what that she had, you know, well, yes. masturbated. Yes I did! Just like the Princess herself!

Twilight’s smile immediately dropped and she turned bright red. The image of her mentor masturbating had flashed through her head and she felt awful in so many ways. She quickly reached for the medical book and opened it.

After the first half hour she took a break and stretched her neck and arms. The text had indeed been dry but informative. She reached for the third book about mares and their stories of self discovery, and began to scan through it. She stopped at a full page picture of an open vulva with all the parts identified and began to read the accompanying text which was far more casual in dealing with the subject matter. It talked about different parts, and the different slang, about sizes of things and what things do.

So once again, she looked down between her spread legs.

My vagina. Well not really my vagina, per se, it’s really my vulva or mons pubis. Or what this other book says is my pussy, cunt, slit, gash, and twat..

She giggled.

I remember calling one of my roommate’s at the academy a twat. I really got her with that one. I didn’t even know what it meant, I’d just heard some mares talking about another mare and calling her a stupid twat.

She looked back down at her crotch.

So you are my vulva. Hmmm, I think I like pussy better. We really don’t know each other too well…

Twilight picked up the mirror. On one side it was a normal mirror, On the other it magnified the image. She spread her legs a little wider apart and with her left hoof held the mirror there.

The fur of her coat went up to the outside of the pubic cleft. There was an inch or so of bare skin around the perimeter of actual slit. Using her right hoof she pulled the cleft open.

Wow, look at all that, uhhh, hmmm, what exactly is it? I know it’s function is to provide lubrication for intercourse, but I didn’t see a scientific name for it. Book 3 called it “cum” which is derived from the word ‘cumming’, a play on the word coming which is analogous to having an orgasm.. So when you ‘cum’ you’re climaxing, or having an orgasm. The lubricant is called cum. I wonder if colts have a similar fluid? I’ll have to look at the book with the 2 on it. She said it was more about overall sexuality. Wait, let me look at the index of number three. Let’s see, colts, colts...oh, there is quite a bit about them for a book about mares. Hmmm pages 128 through 169. Let’s see… Woah!! I remember being curious about Shining Armor one time, and when he was sleeping, I had a look, but it was all kind of floppy and gross. I never wanted to see that again. But that looks big and hard! It says that they insert it into our vagina’s?!! I dont THINK so! Not THIS pony’s vagina! I think I’ll just stick to Applejack.! So how do they work? It says most of the time their flaccid. So Shining has a normal one, but when they’re aroused blood flows to it and they get an ‘erection’. That’s some picture there. It’s called a cock, a hard-on, a boner, a woody. Oh, that is too funny! ‘I’m going to stick my boner in your twat!’

Twilight couldn’t stop laughing. Finally after wiping away the tears of laughter from her eyes, she read on.

Hmm, okay. I wonder if colts ever masturbate or only mares? I know Shining never does. He’s too nice for that. Woah!! It says here that almost ALL colts do it! No way!! That is just not right! They got their facts mixed up! I gotta get back to mares.

Hmm, let’s see, now… So, those are my inner lips - Labia minora.. I like them - they’re very symmetrical, very neat and tidy, not like the mare in the book. Except for all the stuff. Goop? No, that’s a gross word. I guess cum is better after all Hmmm, what’s that in there? Ohhh that’s my hymen. I guess I must be a virgin.

Twilight laughed again.

So… what does that leave…

She pulled back the top of her cleft. It pulled back the fold of skin at the top of her vulva and exposed her clitoris.

Oh… I never even looked at this nub here. That must be my - Woah!! So THAT’s what does that! Ohh, that felt good. Let’s see, let’s see, where is that picture of the vagina…? Hellooo, where are you little vagina? I thought it was closer to the middle of the book… Woah!. So that is what an excited one looks like! Look how swollen and pink her lips are! Look at the clitoris!! It’s sticking so far out. Hmm, what about compared to mine? Wow, mine certainly falls into the 'larger than average' department. It’s not even excited and it’s at least as big as the excited one in the book!

I wonder what AJ’s looks like?

I wonder how big it is...

Twilight released her grip and watched as the hood slowly moved over the top of her clitoris, covering it, though not as far as it had when she started to examine herself. She reached down and pulled from the side again.

From outside her window, Twilight suddenly heard the sound of the young fillies and colts playing and laughing in the warm summer morning. It took her out of her reverie and changed her perspective. Suddenly she felt strange about the whole experience.

I really need to get some studying done, and I still have to clean myself up. I certainly don’t want to do ‘that’ again. I mean the Princess said it was abnormal. It was okay to wake up in the middle of the night last night and do it a second time because I’d been putting it off for so long. I think her letter said it was abnormal. Where did I put the letter? Here - hmmm, I think she must mean that if normally you wake up in the middle of the night to do it, then it would be extremely abnormal. She knows that I would never do that. I mean I did it once, but that’s because my body needed to. But she did write ‘gotcha’. But that must mean that it was okay that once but if I kept doing it, or did it too much, then it would be extremely abnormal. If I did it a lot for example.

I wonder how much is a lot?

She doesn’t write it here. Let me look through the books…

Oh this is pointless!! There is nothing in any of these about what is too much! How am I supposed to know if I’m extremely abnormal? I can-NOT ask the princess! She may have written about it in the letter, but I could never talk to her about it. It’s going to be uncomfortable enough seeing her now that we know that each other does it! I bet she only does it once in awhile. Oh I have to stop thinking about her doing it - it’s, really weirding me out! But she knows I do it! She’ll see it in my eyes! I know - I won’t do it! And I’ll tell her I don’t do it and we won’t be uncomfortable about it!

AUUGGGH! Who am I kidding? “Hello your highness, it’s so good to see you again! I’ve really missed you. How is your sister? Oh, by the way, I only did it that once and I haven’t done it since then!”

Oh that sounds just great…

And then there is the other problem…

(...I really want to do it!!)

Oh I’m extremely abnormal!!! I KNEW IT! The moment I imagined I saw AJ looking up at me from between my legs with her face all covered with my ‘cum’ and I wanted to kiss her, I knew I was abnormal. How could I possibly be normal? My new best friend is a mare and not only do I think I’m in love with her, but I fantasized about doing it with her!

I wonder if she’ll be able to tell the next time she see’s me? She’ll probably just look at me and then slap my face. What else could she do? I’m perverted and in my mind I made her do awful things to me! She is going to hate me!!

Twilight felt the tears that were brimming her eyes, spill down her cheeks. She put her head between her forelegs and cried. It only took a minute, a sniff and a look to remember that she was still a mess.

I need to get up and take a bath. That always relaxes me… Maybe I should just slit my hooves while I’m in there!

Twilight turned the faucet and felt under the tap with her hoof for the temperature. The sound of the water splashing into the tub was comforting and she began to feel better. Her mind drifted off to different things, nothing in particular, and she smiled.

Finally the tub was ready. This was her favorite part - lowering herself into the nice hot water. It felt so good and she felt her skin get goosebumps at the pleasure. She lay back, closed her eyes and sighed.

Just what I needed. Oh this is so nice, lying here and getting nice and clean, all that ‘stuff’ just floating off me and then going down the drain. Nice clean fur and a nice clean coat…”

She reached under the water and felt her tummy.

It was slippery and slimy. The ‘stuff’ didn’t just “float off”.

Ohhh! What is this?! Oh and the inside of my thighs is still all slimy! Where is the soap. Ah, here it is - Okay, tummy first. Oh that tickles! Hmmm okay, now it feels nice and clean. Now down there….

oh….

Oh….

That is amazing! But I’m not really doing anything, - I’m just uh, cleaning myself. That’s all. I need to make sure that it’s clean down there, There are a lot of lips and folds where my cum could be and the book said it’s really important to get it clean. Oh yeah, oh wow. The Princess said I should always do a thorough job. Ohhhhhh yeahhhhh, A job worth doing is worth doing riiihhhhhght!

Oh I mustn't forget to clean under the hood of my clitoris. I’m just cleaning, doing a really good, thorough job oooOOh yeah. What if one day I hurt my hoof and couldn’t clean myself?

I bet AJ would help me...

Twilight closed her eyes and imagined the firm, trim and adorable blonde earth pony walking into the living room and smiling sympathetically at the poor young unicorn, who lay helpless in the tub, her hooves both wrapped in white bandages. The poor thing looking through big sad lavender eyes...

“Dr. Stable said not to get my hooves wet for at least three weeks…”

“Oh sugarcube, I’m so sorry. I came as soon as I heard! Is there anything I can do to help you?”

“It’s so nice of you to ask, you’re such a good friend, in fact I think of you as my best friend.”

“Shucks Twi, I feel the same way. Would you like some help bathing?”

“I wouldn’t think of asking you.”

“Oh but Twilight, it’s very important that you stay clean, or you won’t heal.”

“Really? Well if you say so…”

“I do. Now let me see those back hooves. Hmmm, they look pretty clean..

“Really? Well I’m not sure, I…”

“Now how about your calves?”

“Oh, that tickles!”

“Well they’re pretty clean…”

“Are you sure AJ? I accidentally spilled some…”

“And now your thighs…”

“Well maybe, I, uh…”

“Oh Twilight, they’re so strong! Nice and firm… but I really think they need cleaning…”

“B-b-but Applejack-”

“Especially the outside, near your cutie mark.”

“B-b-but Applejack, th-that’s not the outside…”

“It’s not…? Oh my! Then it must be...”

“No! Oh you shouldn’t do that, you mustn't touch me there! So close to my…”

“But it’s - why it’s all slick and slimy! What have you been doing?! You’ve been naughty haven’t you, my bad little pony?”

“No, no I swear…”

“Don’t lie to me sugarcube. I’m the element of honesty. You need to clean down there… Oh! And OH MY! what is this? It’s so big!”

“Oh don’t don’t, you’ll make me cum!”

“Will I? If I keep caressing your sweet pussy? It feels so perfect, your lips feel so nice and symmetrical my love.”

“Your love? Oh, you’ll make me cum! Oh Applejack I love you too, yes, yes, make me cum! That’s it, clean it all! Oh yeah, oh make me cum. oh yeah, oh yeah, I’m cumming...!”

In the throes of her building orgasm, Twilight’s body arched up, her shoulders pressing against the back of the tub, till her hips cleared the water. Her hoof was a blur as it lightly stroked across the top her clitoris. As she climaxed, her vagina clenched hard and the water in it shot out of her, and splashed onto the floor beyond. She didn’t care, she didn’t even notice, she just kept at it frantically, her chin on her chest, jaw clenched shut and the sound of her orgasmic squeal, building in pitch, echoing in her muzzle. Her eyes squinted, staring at her large, stiff, engorged clitoris as she skimmed her hoof rapidly across it until it became too sensitive and she could feel her vaginal muscles start cramping. She collapsed back in the tub, exhausted, whimpering, and panting hard. Her eyes rolled back under their half opened lids.

She lay in the tub, fully spent, her heartbeat, almost deafening, pounding in her ears, her her mind clear of everything.

Except one thing. And she repeated it in a hoarse whisper, over and over…

“Applejack, Applejack, Applejack…”

“Hey Twilight! You up there?”

“APPLEJACK!!”

“eYup!” The honey blonde earth pony said as she mounted the top of the stairs and entered the room. “Takin a bath eh?”

“Ohwa -hum-eh-wa...”

“In the middle of the morning?”

“Wuh, eh, uh…”

The tip of Applejack’s muzzle twitched and she raised an eyebrow.

“What’s that smell?”

Twilight’s eyes flew open wide, her ears shot straight up, and thank Celestia, her mind snapped to attention.

“Bath soap!” she exclaimed.

“Really?” AJ scowled suspiciously.

Twilight swallowed hard. “Uh..., yes?”

AJ thought for a minute, then closed her eyes and took a deep breath. Then she smiled. “Hmmmm, not bad… I like it. Makes me feel kinda… nice.”

Twilight could not believe her ears. She swore she felt her heart thump harder for a few beats.

“really?” Twilight's expression was pitiful and sweet as was her voice.

Applejack was puzzled by her reaction.

“Well sure sugarcube,” she said sweetly “Why wouldn’t it? You didn’t think I’d like your taste in bath soap? I mean I don’t use a fancy soap when I clean out my tub - just good old elbow grease, but you use whatever you like. I think it smells real nice. Kinda musky and earthy.”

It was just that sort of sweet country innocence that had made off with Twilight’s heart without the little unicorn even realizing it. She smiled sweetly at the blonde earthy pony, who smiled back.

Maybe I’m just confusing my new physical wants with my feelings for a very dear friend. Now that she’s here in front of me, I’m not really sure I find her physically and emotionally desirable as a “mate”.

Twilight felt relief at the thought, and as if just to prove it to herself, she looked at Applejack as she squeezed her legs together under the water and shifted her hips side to side. This brought her still semi-erect clitoris into motion against the hood and the outer lips of her vulva..

Her reaction must have been written all over her face because Applejack’s eyes opened wide with a hint of fear and she took a step back from the tub.

“Twilight? A-are you okay? For a second there you looked at me like… well I don’t rightly know, but I think I just found out what it feels like to be a Golden Delicious on apple bucking day.”

Twilight was shaking her head to clear it from the intense wave of desire that had flooded every part of her body. She blinked her eyes a few times and then re-focused them.

“Twi?”

“Oh, I’m sorry AJ, I think the water was a little too hot. I guess I got light headed.”

“You sure you’re okay?”

“Yeah, I think so.” she said with a smile.

“Okay… Well anyway I came by to see if you’d like to come over to Sweet Apple Acres for dinner tonight. Spike is already there and we’re getting all ready for the Little County Fair tomorrow. It ain’t the real one, just 14 or 15 of the farms in the area get together to show their wares. Kinda like a practice run for the big ‘un. Spike’s bein’ so helpful and all and Apple Bloom invited him for dinner, so I reckoned I’d come ask you too. Whadda ya say?”

“I don’t think wild horses could keep me away!”

“Yeee-haw! I’ll tell Granny Smith to add a plate to the table! I need to get some things for dinner at the Ponyville Market, so I gotta go, but- hey, you wanna come with me?”

You have absolutely no idea...

“Yeah, sure. Just let me dry off. Actually I need to run a shower over myself first, then we can go.”

“Great, I’ll just wait for you downstairs.”

“Okay”

Twilight watched Applejack walk away from her toward the stairs. Watched the swaying hips, the firm haunches. the color of her mane as she passed by a sunny window, and her beautiful, flowing tail.

As she looked at this sight, she squeezed her legs together again and had to choke back a deep groan of desire. Applejack rounded the corner and headed down the stairs to the library. Twilight rested her chin on the side of the tub and sighed.

“I am so in love with you Applejack. I hope I can make it through dinner without making it too obvious, but the chance to have dinner with you - I can’t wait. I wish I didn’t have to go - she’s going to know - she’s going to figure it out. I can’t hide it. But I just have to get through dinner. That’s all. Talk to Granny Smith and Big Macintosh.

Twilight stood up and pulled the shower curtain around the tub, then turned on the water. It felt great as it cascaded over her face and body.

I can make it through dinner without staring at her all the time. It’s just a meal. just dinner - and I get to eat with AJ! I can’t wait!! But I have to try not to… I have to be polite. If you are invited to something, you should be gracious and accept. But what if you’re secretly in love with the pony that invites you to dinner? And their a mare, and you’re a mare?! Then what? Relax Twilight - it’s just dinner. You can do dinner without sitting there drooling. Hmmm, I could always, to be a polite and thoughtful guest, masturbate before I went over…

Do you know how pathetic and sick that sounds Twilight?! What is WRONG with you?! Oh no! I think I want to do it AGAIN! I can’t believe it! Just the idea that she’s here in the library is getting me excited. I wonder if I can do it standing…”

“Twilight?”

“WOAH! WHAT?!” Twilight yelled in a frightened voice.

“I’m sorry AJ, I didn’t know you were there - you startled me. I’m uh, I’m almost ready.”

“Sorry Twilight. I just wanted to mention that maybe you should throw some pj’s in your saddle bag and bring it with you. We might have a sleep-over…”

Baby, It's You

"Many many, many nights go by
I sit alone, at home and I cry
Over you
What can I do
Can't help myself,
Cause baby - it's you."
-Bacharach/David (recorded by The Beatles)

As the hot noonday sun rose over Ponyville, Twilight and Applejack strolled through the downtown marketplace. AJ’s mind was on choosing food for that night’s meal. Twilight’s… not so much.

I’ve got to get ahold of myself. This whole thing could be misplaced affection augmented by suppressed physical desire. It’s not that I’m physically and sexually attracted to fillies, it’s that, I , uh… well, there just has to be some kind of logical explanation. Wait! I know! AJ saved my life! Of course I feel affection for her! And in my current state of hormonal activity due to my post pubescent state, I naturally confused my sexual desires! I don’t really want to have sex with my best friend, I just really think I do, and what’s so wrong with that?

Well that is certainly a relief! Princess Celestia would be so embarrassed if her personal protege was a fillyfooler. Now that I know I’m not, I just think I am, I can enjoy just walking through the Ponyville market with Applejack. It’s so nice knowing that I don’t love her. Well I do love her, I’m just not in love with her - big difference. If I were in love with her it would only be a puppy love anyway. Can’t I just really enjoy her company without BEING IN LOVE with her?! I’m certain I can. Just trotting along on a beautiful warm day watching as she picks out things for tonights dinner. She’s very choosy and really knows her fruits and vegetables. I could certainly learn a lot from her- after all, my eye for fresh vegetables isn’t really the best, as Spike has hinted at by spitting his food all over the plate after a bite. Now AJ - she can cook. Even the chef’s in Canterlot can’t make a souffle like my AJ can.

My AJ. My Applejack.

Just thinking of those words makes me feel all giddy inside, So what if I’m a little possessive? She’s my best friend! There’s certainly nothing wrong with that. I’m just staying behind her and letting her concentrate on choosing vegetables. She really is in great shape. She keeps her body so well toned. Watching the sunlight shine on her coat as she walks. Those haunches of hers, and that rump… “Hmm? What AJ? I wasn’t staring at anything. Apricots? Hmmm, I love apricots. Oh, uhm, so what were you thinking of doing with them?”

Applejack examined the fruit closely. ”Well, Apple Bloom just loves cold apricot soup. It’s kind of a puree thing with some peaches thrown in and spices. ‘Course it’s gettin a might hot out today - not surprising now that we’ve had the summer sun celebration.. Maybe I should make frozen apple halves.”

“Frozen what now?”

“Now don’t tell me you never heard of frozen apple halves! What did they feed you up in Canterlot? They’re delicious, especially on a hot summer night. Come to think of it the Apple family invented them so I reckon they wouldn't have ‘em up in Canterlot. Well let me tell you, they’re real popular with the pony folk here in Ponyville.” Applejack giggled with pride.

“Well mistress chef, what are they?”

“They’re easy- get a big apple and chill it till it’s real cold - kinda frosty. Then you split it down the middle and hollow out each half. That part takes some practice - you can’t go all the way down to the skin, you gotta leave a little bit of apple. You spray ‘em with a little lemon juice to keep them from gettin’ brown, then put the scooped out shell halves into the freezer to make them into kinda like little frozen apple bowls. Then you take the stuff you scooped out and mash it up with a little sugar, some cinnamon, and mashed up strawberries and a little lime juice. You put that back into the apple bowls, and there you are.”

“Wow Applejack, that sounds delicious”

“They surely are. Now there‘s two ways to have ‘em and it’s kinda funny how once ponies choose a way, they stick with it. The first way is to use a spoon and eat the mashed part before eating the frozen part. The second way is to pick up the frozen half in you hoof and just have at it.”

“Either way that sounds like just the thing for a hot summer night.”

“eYup, it sure is. So Twilight, what about you?”

“Me?”

“Yeah - I reckon you’d use a spoon”

“I don’t really know. What’s the other way again now?”

Applejack smiled and got a little dreamy-eyed as she remembered how delicious they were.

“Well, what you do is you just put your mouth right up to that sweet apple and then you eat away,” She came out of her reverie and brightened up. “Usually,” she went on, “how you do it is you hold the frozen apple bowl in your hoof and use your tongue to lick the apple out of it A ’course then you get all the wet stuff soakin and drippin from your muzzle, but some folks feel if you don’t use your tongue to lick out the apple from the frozen half, then you’re missing half the fun- even with the mess it makes on your face. And after you’re done with that you can have the frozen part which usually ain’t so frozen anymore. Anyway that’s how I like it. The hay with the spoon. I gotta warn ya’ though, you need a strong tongue if you’re gonna eat an apple that way.” She paused in thought before continuing. “Course you could always… Uh, Twilight...? Twilight? Are uh, you okay? Your eye’s a twitchin...and if you don’t close your mouth you’re gonna catch a fly or two in it’” Applejack laughed.

Twilight shook her head and cleared the image that had lodged in her mind. She had to shake it a second time.

“Oh, sorry. Just, uh, got a little distracted. Must be the heat.”

Hmm, how many times have I done “it” today already...? Oh hay- who am I kidding? I am so completely in love with that pony and I don’t care what anypony thinks or feels or does or says, except her. How could this have happened?! How did this start? OK - 1. I was sent here to make friends. 2. I’m here just over a week and I want… Wait a minute! I’ve done more than make friends - I’ve fallen in love! That HAS to count toward extra credit! Oh but it’s with a mare, I’m sure to get points off for that. I wonder grade-wise how the whole masturbation thing works in there. What am I doing?!! Classifying everything based on school grades and tests? I really need to get out more. Oh, right, I am out… AND LOOK HOW WELL THAT’S WORKED OUT!!

“Twilight? Are you okay sweetie? Come on over here out of the sun and sit down.”

Twilight did as she was told and went into the shade of one of the vendor’s tents. She sat down on the cool grass and looked at Applejack with a sleepy smile . The blonde earth pony looked at her worriedly and stroked her mane. “You sure you’re feeling alright sugarcube? The sun is a might hot today and you ain’t got a hat like me. Let me finish off this old water in my bottle and get you some fresh-”

“Applejack?”

“Yeah?”

“How many times do you think is too much?”

“How many times what?” Applejack asked before placing the water bottle to her lips and drinking.

Twilight watched as her head tilted back and the sun lit her mane.

“I’d love some.”

Applejack took the bottle from her lips “Sure sugarcube. Let me finish this first - it’s kinda warm. I’ll refill it with nice cool water from that tap over yonder-”

Before she could finish the sentence, Twilight had used her magic to grab the bottle and put it to her own lips as she finished what was left. She thought about kissing Applejack. The earth pony just watched her, confused and slack jawed.

As soon as she’d finished the water, Twilight lowered the bottle to the grass and looked at Applejack with a crooked smile.

“I think you’re just gettin plain silly. I ain’t never seen you like this Twilight. Bein’ all playful. Are you sure you’re feeling okay?”

“I’m feeling just fine.”

Applejack picked up the bottle, sniffed it and peered into it with a raised eyebrow. Then she looked at Twilight who just smiled at her.

“I don’t know what’s goin on Twilight, but I think you need something to cool you down.”

Suddenly there was a mini cloudburst directly over Twilight’s head. Atop the mini-cloud that created the burst, a rainbow maned Pegasus was jumping up and down.

“AHHH!! Rainbow Dash!!” the unicorn cried out as the water poured down over her head..

The cyan Pegasus hovered above and cracked up into a fit of laughter. “Well AJ said you needed cooling off and I just happen to be passing by and thought I’d oblige.” Dash said as she landed next to Twilight. Using her hoof, Dash reached over and lifted Twilight’s bangs out of her eyes then leaned over and looked into them with a grin. “So, what are you two up to?”

“Oh nothing,” AJ replied, “just shopping for some-”

“Hey! Twilight!! Watch it” Rainbow shouted as the lavender unicorn shook her body off spraying most of the water on her blue friend.

The shower and shake had cleared Twilight’s head and made her feel a little more normal. Then she looked up at Applejack and everything slowed way down. The earth pony had pulled her hat off to shield herself from the spray. She was laughing and smiling at Twilight for spraying/paying back Rainbow Dash. The sunlight caught her blonde mane and face and her green eyes lit up like emeralds, and they lit up something in Twilight’s chest.

Oh hay.

I’m in love.

This time there was no kidding. No sexual concerns, no silliness, The thought had hit Twilight like a thunderbolt. She felt it rise and had to look away from Applejack. She turned and ran as fast as she could, moments before bursting into tears.

“Now see what ya did with your foolishness, Rainbow? You went and got her all upset.”

“ME?!Wha’d I do?”

“Ya got her all wet! Now where’d that filly get to?” Applejack looked around, then began trotting in the general direction that Twilight had gone in. Dash followed overhead.

“She can’t take a little water? After what we went through with Nightmare Moon you’d think she’d be able to handle a little rain”

“Well maybe it’s that time.”

“What time is that?” Dash asked then suddenly realized what Applejack was talking about. “Ohhh... Yeah, maybe. I don’t know what’s up with all of you with that. Fluttershy practically locks herself in her cottage when her estrus comes around. And Rarity becomes an even bigger drama queen than she usually is. You don’t see me getting all moody.”

“Are you kiddin’? Last month you were throwing things at Pinkie Pie!”

“Yeah? Well she ate my brownie! Besides, it wasn’t that bad.”

“You shot her with a lightning bolt!”

“Well they were chocolate chip brownies!!”

Twilight had run behind the tents and found the mares room. She went into a stall and paced, trying to calm herself.

I am! I really am in love! What am I going to do? How will I be able to face anypony? I don’t think I’ll ever be able to tell Applejack. Now I’m supposed to go there tonight for a sleepover! I can’t. I can’t go and sleep in that house. It feels like AJ, it sounds like AJ, it smells like AJ! The whole place is covered in AJ!! I won’t be able to control myself - I might break her door down and carry her out to the barn, out to those soft hay bales where I’d lay her tenderly on the…Stop it Twilight! I’ll just have to tell her I can’t make it. That’s it - she’ll understand. I’ll say that I need to study for a test that Princess Celestia says I must take by the end of the week. It’s a test on the nature of fluid dynamics which is very complicated and requires a lot of studying. I’ll explain how the vectors alone will take days to understand.

Twilight opened the door and came face to face with Applejack.

“There you are sugarcube! I was gettin all worried about you. You okay? You seemed a might upset before.”

“Well, yes, I suppose I was, but that was because, well, it’s about tonight’s sleepover. I-I don’t think, uh…”

She saw the smile on Applejack’s face fade quickly into sadness and disappointment and her heart sank.

“It’s just that I, uh, I don’t know what to bring...”

Applejack’s face brightened right up again. “Just that cute little nighty you packed and that cute little you, sugarcube!”

Applejack headed back to Sweet Apple Acres and Twilight moped around Ponyville.

I can’t go on living here if I can’t tell Applejack, and I don’t know if I can tell Applejack. What excuse could I give the princess for returning to Canterlot? ‘Dear Princess Celestia, I don’t quite know how to tell you this, but I’ve fallen in love, and not only have I fallen in love, but the pony I’ve fallen in love with is a MARE! Oh, right, and I can't stop wanting to clop! What do you think of that?! Your great idea that I should come here and make friends worked a little too well, wouldn’t you say? Now I’m a filly-fooler who want's to do nothing but fool with that filly!! Thanks a lot! Now what good are friends? You only fall in love with one of them and they have no idea that you love them and then where can you go for help and advice? To your other...’ Duh! I can go to my other friends for help! Why didn’t I think of that? Wait, I did! ‘Dear Princess Celestia - Never mind.’

Twilight trotted toward the Carousel Boutique. As she got closer her happy trot began to slow.

How am I going to tell her? What should I ask her? I can’t just tell her the truth, she might be shocked. I’ll have to be tricky about it…

The bell over the shop door jingled as Twilight entered the boutique.

“Twilight! To what do I owe the pleasure?”

“Hi Rarity. I was just in the neighborhood and thought I’d stop by.”

“You’re not really going to use that old thing are you darling? Nopony is ever just in the neighborhood. Now are you going to tell me why you really stopped by or do I need to bring out some of Applejack’s delicious hard cider?”

Twilight looked down and pawed the floor. “I guess you’re right. I have a, well I’m having a-”

“Friend, darling, you have this friend…”

“I do?” Twilight asked quizzically.

Rarity looked at Twilight with an expression usually reserved for the terminally clueless.

“Oh! I do! Yes, I have this friend who has a problem.”

“No!” Rarity said, in moderate shock.

“Well, yeah, she kind of does.”

“Yes, sweetie, I got that part. Twilight, would you care for some cider?”

“Okay, thanks.”

Rarity trotted to the back of the shop and opened the refrigerator. Among the various items were three brown ceramic jugs. One had an “X” one had “XX” and the third had “XXX”. She reached in and put her hoof on the one labelled “XXX” then looked out to the sales floor at Twilight. The lavender unicorn was looking around happily. Rarity frowned a little as she exhaled and moved her hoof to the one marked “X”.

Moments later she came out with two coffee mugs floating in front of her. Twilight turned happily and accepted one in her purple levitation field. She took a generous swallow.

“Mmmm, thanks Rar- oh! Wow, this must be the triple X cider I keep hearing about. Wow!”

“You certainly know your cider Twilight Sparkle.” Rarity smiled. “So, tell me about this friend of yours.”

“Friend?” Twilight’s face once again became an expression of confusion.. Rarity smiled patiently at her. “Oh! Of course, my friend.. Well she told me that she had a crush on somepony.” Twilight said before having another drink of cider.

“A CRUSH?!” Rarity said, almost spitting out her cider. “How serious is this crush?”

“Hmmm, that is good cider.” Twilight said with a slightly crooked smile. “Well, I don’t mind telling you that it’s a pretty serious crush.”

“And just how serious is pretty serious?” Rarity’s ears went straight up and her eyes opened wide and her lost its playfulness.

Twilight’s eyelids had gotten a little heavy and she swayed slightly before looking around the shop conspiratorially. She leaned over to Rarity and whispered in her ear. “Love...”

Rarity’s eyes flew open wide and her ears drooped slightly. “And Twilight, this, this friend of yours, does she know this object of her affection very well?”

Twilight, eyes closed, smiled and nodded slowly. She staggered slightly and immediately opened her eyes and steadied herself.

“I see,” Rarity’s gaze lowered to the floor and her ears drooped. “Is he cute?” she asked dejectedly.

The smile on Twilight's face became lascivious. She leaned forward and spoke sotto voice “That’s just the problem. It’s not a he, it’s a sheeee.”

“A SHE?!!” Rarity’s eyes once again flew open wide and her ears shot straight up.

“SHHHHHHHHHHHHHH!!!” Twilight said, with slight stagger, She held her hoof up to her lips. Unfortunately this left her on three legs and as she was having trouble with four, only three left her at an extreme disadvantage. She stumbled forward, barely catching herself before falling. “Whew, no more cider for this little pony! Anyway, yes, and my friend is very much in love.”

“Well, what is the mare of her affections like??!” asked Rarity excitedly.

“Oh she’s beauuuuutiful. Probably the most beautiful pony in Ponyville.”

“Oh Twilight! Really, darling! You make me blush!”

Twilight was staring off into the vast beyond, “In fact I’ll bet she’s the most beautiful pony in all of Equestria.”

“Oh Twilight! I-”

“But my friend just can’t tell her.” Twilight said, her head drooping.

“Whyever not, darling?”

“Because what if her the mare doesn’t like me, uh, I mean my friend, - HER.”

“I cannot think of one reason why you would think that. Maybe she feels the same way about you, I mean your friend, but is too shy to say anything.”

Twilight spun around and looked right into Rarity’s face. “REALLY?!! Do you really think so?!”

Rarity smiling seductively looked back into Twilight’s eyes and moving closer whispered “I certainly do darling.” She opened her mouth slightly and leaned forward. Twilight, however had turned away in joy, leaving the snow white unicorn hanging and now it was her turn to stumble forward.

" You will be at Applejack’s sleepover tonight, won’t you?”

Rarity, had recovered from her stumble and looked at Twilight with mild annoyance “Yes, I suppose so…”

Twilight went back to her friend and looked at her sweetly. “I think I, uh my friend will tell her tonight!”

“But why wait till then darling? We have the store to ourselves now. Sweetie Belle’s in school. I could close the shop for a half hour, or two. We could go upstairs…”

Twilight picked up her mug and took another swallow before answering. “Oh you don’t need me to help you pick out what to wear tonight. Just bring your pretty little self…” Twilight walked to the door and opened it.

“Well, okay…” Rarity said with a pout. She walked up to the door and looked at Twilight. “I guess I’ll just have to wait.”

“Thanks for understanding. I want it to be special” Twilight said with a long blink. The cider was back in her bloodstream. Then she leaned forward and gave Rarity a little kiss. She aimed for her cheek, but got her on the lips. “Ooops!” she said and blushed. “See you tonight.” Then she stepped outside and closed the door.

Rarity’s eyes rolled back and her eyelids drooped. As the door closed she turned her back to it and leaned against it, smiling. A pink glow surrounded the OPEN sign in the shop window and flipped it to CLOSED. Rarity reached over her shoulder and locked the door, then she walked unevenly toward the stairs. As she passed the shop counter her horn began to glow and from behind the counter there floated an impressive looking purple phallus. It followed Rarity up the stairs and as she reached the top step a distinct squeal of “OH!” could be heard, followed by the words “Patience, darling, patience… oh yesss, uh-huh, ohhhh, keep going, oh yes, at this rate I may not even make it to the bath tub…”

I've Just Seen A Face

Author's Note

It probably would help to read the last 5 or 6 paragraphs of the previous story, just to get familiar with the story again (sorry it took so long :twilightsheepish: )

I've Just Seen A Face

"I have never known the like of this
I've been alone and I have missed things and kept out sight
For other girls were never quite like this..."
Lennon & McCartney

It could be, and has been said, that Twilight Sparkle was not a heavy drinker. This particular virtue left the little unicorn at somewhat of a disadvantage after enjoying that cup of Sweet Apple Acres “X” cider during her visit with close friend Rarity at The Carousel Boutique, a dress shop owned and operated by the latter. It would, in fact, be neither unkind nor inaccurate to say that the drink had left her somewhat loopy. And so it would be understandable that being in such a state, as she closed the door of the boutique behind her and stepped out into the hot sun, why it was she had no idea where she was bound...

The library…?

Sweet Apple Acres…?

Fluttershy’s Cottage…?

Suddenly she heard a click behind her.

Hmmm, someone in the boutique clicked something!. And now the sign in the door says closed! Rarity closed the shop! I hope I didn’t upset her.

*hic* Twilight blushed and covered her mouth briefly with her hoof.

She walked around to one of the oval windows and glanced in. Rarity was heading toward the stairs with some strange object floating behind her.

Hmmm, well I wouldn’t say she looks upset…What is that thing following her? I sure know what it looks like!

Twilight once again blushed at herself and her dirty mind for thinking that the thing floating behind Rarity looked like a… oh sweet mother of the sun! It was!! That was one of those dildo thingy’s she’d read about! What was she doing with that?

Oh RARITY!!! Twilights jaw dropped and her eyes bulged out. An image had come to life in her mind. The huge white canopied bed in Rarity’s bedroom. In the center of it she could see the prim, snow white fashionista lying in there, head back, legs apart, clutching the sheets and moaning loudly in ecstasy as she raised her hips to meet that wonderful purple thing which plunged in and out of her, … Twilight felt what was now an all too familiar stirring between her legs. She shifted her hips, swaying her flank, letting the rapidly swelling lips of her vagina rub together. Ohhh, that feels good… She strained to see if she could hear her friend up there in the throes of ecstasy. She wished she could join her. Wait! We’re not even dating and already I’m cheating on Applejack! Oh no - did I do that to Rarity? Get her all excited? No, I couldn’t have. Rarity is all mare, she wouldn’t go for me, besides my heart belongs to Applejack. That and a few other parts of me...

Twilight immediately stopped shifting her hips, and felt proud of her faithfulness. Then she became aware of her fullness. It throbbed and pulsed. The next image came unbidden - Rarity, down on her elbows, rump high in the air, tail to the side and teeth clenching the pillow as the magical purple, dripping, thing, slowly thrust in and out, teasing her…

Ohhh, what am I going to do?! What am I going to do?! I am going to have an orgasm just standing here if I keep this up! Twilight could feel the wetness start its way down the inside of her leg and caught a whiff of her own musk.. She pranced in place a little and whimpered, raising and lowering each hoof while looking around desperately. It was then that she spotted the fountain in the middle of the park. She did the only thing she could think of - galloped to it and stuck her head under the water, letting the cold water clear her mind.

It was suddenly quiet, cool and nice. Her mind started to clear and the effects of the cider began to wear off slightly. With her head still submerged, she opened her eyes, looked to her right, and found herself staring straight into the pale blue eyes and bright face of Pinkie Pie.

“AHHH!” Twilight screamed underwater.

“AHHH!” Pinkie screamed back.

Twilight pulled her dripping wet head out of the fountain and shook the water from it, then leaned away and winced as Pinkie did the same. Twilight watched in amazement as Pinkie’s hair bounced right back to it’s normal shape after that single shake. .

“What are you doing Pinkie?!” Twilight blurted out, water still dripping from her mane..

“I don’t know, what are you doing? I was doing the same thing, so when you figure out what it is let me know and I’ll tell you what it was.”

“What what was?”

“What it was I was doing, silly! If you don’t know what you were doing, how am I supposed to know what I was doing?”

“You know,” Twilight said, after a moments reflection, “as crazy as it sounds, I think I understand what you’re saying.”

“Well that’s good, ‘cause I sure don’t.”

“You said you were doing what I was doing, so you didn’t know what you were doing until I told you what I was doing.”

“Oh. So what was I doing?”

“You were trying to understand your feelings for your new friend.”

“I was?”

“Yes. You found that you had these strong feelings for not only a new friend, but a filly.”

“A filly? That’s silly. Ooo - a silly filly! A silly filly, a silly silly fill - Wait, were they good feelings or bad feelings?”

“Oh they were good feelings. Probably the best feelings ever.”

“Whew! What a relief! So what’s so hard about understanding them then? I don’t understand why I wouldn’t understand.”

“Well Pinkie, they’re not just those kind of feelings, they’re THOSE kinds of feelings too. You do kind of understand what I’m talking about, don’t you?”

Pinkie scowled in thought. “Hmmm, do you understand what you’re talking about?”

“Of course I do.”

“Then I must understand too.”

“Good.”

“Good. So… I have those feelings, but I haven’t told her yet?” Pinkie asked uncertainly.

“No, not yet.”

“I haven’t? Why not?”

“Because you’re afraid that she may not feel the same way about you.”

“I am?”

“Well you were.”

“Buuuut, not anymore?”

“Pinkie you can’t live like this! You have to take the chance and just tell her how you feel!”

Tears began to form in Pinkie’s eyes as she started to get very upset. “Of course you’re right, but, I-I don’t know if I can.”

Twilight’s expression became one of concern. “Oh Pinky, you really do understand. It’s just been so hard for me, but finding out that you understand, it makes me feel so much better! You know what you’re feeling now Pinkie Pie?”

“No, what?”

“Now you feel like you can share your feelings and say just exactly how you feel.”

“I do?”

“Yes you do!”

“Okie Dokie Loki. Wait, what’ll I say again?”

“You’ll say how you have these strong feelings of love…”

“How I have these strong feelings of love. Okay.”

“...and other things…” reminded Twilight

“...and other things…” repeated Pinkie, though not with quite as much certainty.

“Tonight.”

“Tonight?! Why tonight?”

“Because Applejack is having a party and it will be perfect and after you do, you’ll be the happiest pony in Ponyville.”

“But I already am the happiest pony in Ponyville.”

“Not you, silly, me!”

“You’ll be the happiest pony in Ponyville?”

“Uh-huh.”

“This will make you that happy?”

“More than you can possibly imagine”

“I don’t know, I can imagine quite a bit…”

“And all you have to do is say it.”

Now it was Pinkie’s turn to look at Twilight with love and sympathy “Oh Twilight, I had no idea, you should have told me about this earlier.”

“I know, but at least now you understand. Oh, do you think you’ll be there tonight?”

Pinkie did a blink and a head bounce. “Of course silly! I hafta be!!”

Twilight blushed a little. “After all this, of course you do, how silly of me. Thanks for all your help. You are so special Pinkie Pie.” Twilight said and smiled. She leaned forward to give Pinkie a hug, but the pink pony backed away.

“Uh - uh - uhhhh… not until tonight.” Pinkie said with a scold and a smile followed by a wink, then she blew Twilight a kiss. Twilight, slightly confused returned the gesture. Pinkie smiled, turned and hopped away. Twilight smiled and trotted off in the direction of Fluttershy’s cottage.

Several moments later Pinkie stopped and turned, but Twilight was gone.

Hmmm, I wonder which one of us is going to be the colt and which one the mare? Guess I’ll let Twilight choose…

Wow - who knew Pinkie could be so helpful when it came to things like love? I think she really understood me. I know you can’t judge a book by it’s cover, but Pinkie is like some kind of love genius.

Twilight trotted towards the woods that skirted Fluttershy’s cottage

So tonight’s the big night. Me and Applejack. I can’t wait to tell her. I’d planned on it being just the two of us, but now it looks like Rarity and Pinkie will be there. Great. What was I thinking inviting them?! They’ll be sitting around waiting for something to happen like a couple of spectators at a hoofball game! I am such an idiot! The big question is when should I tell AJ? Should I wait for just the right time? What if the right time never comes? Should I wait to tell her when we’re alone? Of course I should! I’ll have to find a private place and the right moment. Maybe we’ll go outside, just the two of us. By my calculations, this is a new moon so it’ll be a beautiful starry night. We’ll go outside, I’ll look up and then turn and look into her eyes...

“AJ?” I’ll say.

“Yes?”, no “Yeah?” she’ll say.

“There’s something I need to tell you.” Then I’ll go to her and look into her beautiful green eyes. “It’s not easy for me to tell you this…”

“It’s okay sugarcube” she’ll say softly as she steps closer, “take your time.”

“It’s just, well, I - I can’t stop thinking about you. I’m sorry, maybe I should just stop”

“No,” she’ll say. Then she’ll put her hoof under my chin and lift it… Wait, no. She’ll turn away. “I- I think I know what you’re going to say Twilight, but I just don’t think…”

“Shhhh, “ I’ll say “If there is any love in your heart for me, then please hear me out.”

“Oh Twilight,” she’ll say, “Of course there’s love in my heart for you, but’s a forbidden love that nopony must ever know of.”

Then I’ll go to her and I’ll lift her chin up “Then I’ll take what scraps you can give me my love, for I can but subsist on crumbs if they be from the bread of your heart.”

BREAD OF YOUR HEART? Am I kidding me?? I did NOT just say that! What the hay is that? She’ll laugh me right out of the barn! Oh, this is not going to work! And what if it does? Then what? What do I know about pleasing a mare? I just learned how to please myself! ...though I am pretty good at that. I sure wouldn’t mind some practice right now. What if I make a mistake? Or get too nervous? Or if I hurt her?!!

Or if I just plain stink?

I don’t think she’s had much experience in that department, but I really want to sweep her off her hooves. I want our first time to be special, to be romantic and sweet. At least it should start out that way. Just kissing. I read about how they kiss in Prance - they use their tongues! I can’t imagine what it must feel like to have somepony else’s tongue in my mouth. But AJ... Kissing her gently, again and again, tasting her lips against mine and looking into her eyes. I would try to get past her lips with my tongue and see if she would do it too. Feeling her tongue parting my lips… for real! I wonder what it will be like to lick her… down there. Taste her, what was it? Oh right, -cum. I’m sure she has a big clitoris - something I can really get my mouth around. Oh hay what am I doing??!!! I’m soaking wet! Now I have to clean up somewhere… but where? The hay with that, now I’m back to where I was before! I have to have an orgasm and I have to have one now! Several if possible. Where can I go? How about there?! The forest near Fluttershy’s cottage, perfect! I know I can get deep in there far enough and get some practice time in. I just have to-

“Hey Twilight!

“AHH!” Twilight screamed and jumped “Rainbow Dash! Don’t sneak up on ponies like that!”

“Take it easy there Twilight. What are you so jumpy about anyway?”

“Oh, uh, me? Um, nothing. Just walking along here not expecting a Pegasus to suddenly appear..”

“Yeah, well in Ponyville, you gotta learn to expect things like that. Anyway, I just wanted to apologize for before.”

“Oh that’s perfectly fine, nothing to worry about.” Twilight said with a desperate grin.

Great! Just what I needed - Rainbow Dash chatting me up. I need to get alone and take care of business. I’ve got to find a way to get rid of her.”

“...but I told AJ you could take it, and then you ran off, and- Twilight? Are you listening to me?”

“Oh, sorry Rainbow, I was distracted.

“From me?! What could be that distracting?”

Come on into the woods and I’ll show you… Twilight was both intrigued and ashamed by the thought.

“I was, uh, just thinking about tonight at Applejack’s..”

“Oh yeah, she invited me to come on by. I told her I’d be by later today to help rinse off the animals they’re cleaning for the Little Fair tomorrow.”

“Say, Rainbow, you and AJ are pretty close, right?”

“Yeah, well we are getting more that way since you showed up. The only one of the Mane Six I knew really well was Fluttershy. I mean we all knew each other, but we didn’t hang together the way we do now. I can’t figure out how that happened - but now that I’m getting to know the other five, it’s pretty cool, like having a posse.”

Twilight’s cheeks turned bright red. Be cool Twilight, you can handle this now…

“More like having six of them”

“Six of wha- ohhh PUSSIES!” Rainbow Dash burst out laughing. “Say Twi, that’s pretty good. I never made you out for a pony who would make a dirty joke. Six pussies! But we’re not, like pussies you know. We rock!” Rainbow held out her hoof for a bump. Twilight, confused, gave her a tentative bump in return. “You know, like pussies - like wimps, lame-o’s…”

“Oh, yeah, right.” Twilight made a mental note to look up more slang definitions.

“You have no idea what I’m talking about, do you?”

Twilight rolled her eyes and smirked. “Yeah, right, as if”

“Okay, then what’s a cunt?”

“It’s another slang term for vagina. Just like pussy.” Twilight replied proudly.

“Yeah, but what’s the other meaning?”

“Other meaning?”

“That’s what I thought. Good try though, I’ll give you that.” Dash said, smirking

“Oh yeah? Well you’re a- a stupid twat!” Twilight tried to sound insulting but couldn’t keep from laughing. Rainbow Dash burst out in hysterics.

“A s-stupid twat?” Dash couldn’t stop laughing “So - so you do know something after-all.” Dash joked.

“Yes I do. Now what else is a cunt?”

“It’s a mare who is hot - you know really good looking - “

“I do know what ‘hot’ means.”

“Yeah, well I just didn’t want to leave you in the dust.”

“I also happen to know, let’s see, we already said pussy, cunt, twat, okay - clit, pearl, gash, slit, cock, dick, boner, erection… what is so funny Rainbow?! I know all the words! Well most of them anyway.”

“Except for cunt.”

“Yeah, well I do know at least one definition. Now I know two.”

“But there is more to that second one.”

“Something about a hot mare? Kinda like me?” Twilight teased.

“Are you kidding?” Rainbow cackled as though it was the most ridiculous thing any pony had ever said. “You? Hot?!!”

The hurt look in Twilight’s eyes told Dash she’d better not leave the little pony hanging, she was close to tears, something Dash had never intended. The cyan pegasi swooped straight to Twilight’s side, startling her then she leaned over and nuzzled the side of her neck, right under her ear. “I’m hot,” she paused “But you? You’re smoking!! Grrrrr.”

Twilight giggled and tucked her neck around toward Dash. Dash felt a sting of pain in her heart when she saw Twilight trying to hide her tears.

“Yeah, but she uses her hotness to get what she wants.”

“Like a prostitute?” Twilight asked, blinking away the wetness from her eyes.

“Yeah, kinda, except she doesn’t always, you know hold up her end of the deal... And she’s usually really mean to other mares.”

Twilight instantly thought of several of the mares at the academy. Actually she thought of quite a few. “So are there any cunts like that in Ponyville?” she asked.

“Helloooo? Are you listening? Ponyville is like the anti-cunt capitol of the world.”

“Okay, well that’s good.” Twilight’s relief was obvious.

“You saw your fair share of them in Canterlot, huh? ”

“Enough for an Alicorn’s lifetime. I was housed in the mares dorm. There were lots of them.”

“And pussies too, I’ll bet.” Rainbow Dash said with a laugh. Then as Dash’s laugh faded, a glint appeared in her eye.

“So, uh Twi, with all those mares around, did you ever…” Dash let the sentence trail off, hoping Twilight would pick up on it. Twilight waited for Dash to continue. This led to a slightly awkward silence.

“Did I ever what?” Twilight finally asked. Rainbow Dash took one look at the sweet face, the wide innocent eyes, the slightly cocked head and the little smile. and realized this could take awhile.

“Well I was just wondering if, with a dorm full of mares, I mean, if you ever did, or even if you ever saw, like two mares…doing it.”

“Are you talking about…” Twilight looked around to see if they were alone, “...sex?”

“No, playing buckgammon! Of course I’m talking about sex! Sheesh! I mean when I was a camp counselor and lived in the bunkhouse with all the other mare pegasus counselors…” Dash smirked, looking off into the distance in fond remembrance before continuing. “All the counsellors were young cute athletic pegasi mares. Oh girl, after hours me and the girls used to…” Then she suddenly stopped.

As Twilight listened and started to think about what Dash was saying, the lavender unicorn’s little smile and nod were replaced by a frozen stare, a slack jaw and fully erect ears. Dash had slammed on the brakes.

“...TALK, juuust talk, about all kinds of crazy things, usually sex.. You know, how mares do.”

“Oh, uh yeah, But you...never...did anything?” Twilight asked meekly.

Dash looked skeptically at her friend, as if trying to make up her mind on how she should answer the question. Finally she did.

“Who me? No, I”m all mare - and this mare is straight as an arrow.”

“Oh.” Twilight’s ears fell.

Rainbow Dash froze for a second. She spoke the next words carefully and tentatively, watching her friend very closely. “Nnnnnot that there’s anything wrong with that...”

Twilight’s ear perked up again. “Well that’s good.”

Dash leaned in closer toward Twilight, her voice carried the same rising inflection.. “Whyyyyy…?”

Twilight, suddenly aware of the implications pulled her head back slightly. “Oh, I mean it’s important to keep an open mind, right?”

But Rainbow Dash’s mind had grabbed ahold of the possibilities of where a discussion of lesbian sex with Twilight Sparkle could lead and it wasn’t letting go.

“Uh yeah, sure, open mind.” Dash mumbled. Carrrreful Dash, careful here… be cool just be cool. Gotta just chill. Okay? Okay... OhmygoshOhmygosh - Sex with Twilight, sex with Twilight, sex with Twilight, sex with-”

“Rainbow? Are you okay? I’m sorry, I’m probably making you uncomfortable with this. You look kind of upset.”

“Me? What? Upset? Noooo, no, not at all Twilight, I’m totally cool with it. Like totally..”

Dash, who had been hovering, had to land. Controlling her wings had become a challenge.

Twilight wondered what to say next. She thought about confiding in Dash. She thought that maybe those talks with the other mares at camp had given her friend some ideas about how to break the ice with another mare, and what to do once you had. Rainbow owed it to her after all - she had started this whole thing by asking AJ about having sex with Luna and/or Nightmare Moon. Somehow the idea no longer seemed gross or weird.

Dash had other thoughts. There had been a moment like this for Dash during that first summer as a counsellor. There had been this mare… The whole thing started when this mare had “innocently” asked something highly calculated. Now it was Dash’s turn to use it on Twilight.

“I - I’m probably wrong Twilight, but I’m kinda sensing you’re confused.”

Oh Dash, if you only knew...

“Well not me as much as uh… a friend of mine”

Dash raised an extremely doubtful eyebrow. “Uh-huh”

“You wouldn’t know her, she went to the academy with me.”

“Yeah, I figured.” Dash said rolling her eyes.

“Anyway, she thinks she might be,” Twilight glanced around again, then leaned forward and whispered “a filly-fooler!”

Dash’s mouth gaped open and her eyelids flew open wide.

Twilight’s ears dropped completely and a look of profound shame came over her face. Her gaze dropped and she wouldn’t look at Dash.

“Woah, woah, woah, Twilight, it’s not a bad thing, it’s okay, really”

Twilight looked up at her like a shamed puppy. “Really?”

“Oh yeah…”

The tiniest little smile began to show itself on the young unicorn’s face.

Gotta keep cool Dash, the cyan pegasus thought just because right now she looks more adorable than Fluttershy holding a box full of kittens, you can’t lose it!

“Twilight, believe me, mares are way better than colts. They’re softer, sweeter, kinder, more fun, cuter, hotter…”

Now Twilight was looking at her with a very puzzled expression.

Dash stopped mid sentence. “...at least that’s what some mares who are filly foolers told me…”

Twilight brightened right up. “You know filly foolers?!” she asked excitedly.

“Uhhhh, yeah…” Dash replied, “You have seen Lyra Heartstrings and Bon-Bon, right? Not to mention Octavia and Vinyl.”

Twilight’s face became thoughtful. “Hmmm, oh, yeah! I never really thought about it.”

“You really need to get out more Twi.”

“Yeah, I get that a lot. My friend is the same way. She doesn’t know what to do. She hasn’t had any experience with fillies, you know, that way. If she were ever with another mare, I don’t think she’d know the first thing about making her happy. Do you know what I mean?”

“Yeah, I got a prettttty good idea what you’re talking about. So does your friend want some, like, lessons?” Dash tried to keep a tone of desperate hope out of her voice as much as she could.

“Lessons! I-I don’t think so. I mean how would you get lessons in something like that?”

Dash’s stomach was doing flip flops in nervous anticipation as she looked at Twilight and and smiled. Her mouth was so dry she had to force down a hard swallow. “It all depends on how far she want’s to go - uh I mean how much help she needs..”

‘Oh, yeah, well, I’ll have to ask her next time I see her. Maybe we can talk about it tonight at AJ’s. You can tell me some pointers then.”

“It’s really more of a show thing than a tell thing, ya know?”

“A show thing.. Of course it is a show thing. So I guess you’ll be wanting to, uh, show me…I mean my friend?”

“Only if you want me to…” Dash said

“Oh, yeah, well, maybe, you know, uh sure…” Twilight said with a weak grin.

“Sooo.. what are you doing now?”

“Who, uh... me?”

“No, the other five ponies here.” Dash said, rolling her eyes.

“Uh well I guess nothing.”

“So, do you want me to show you?” Dash was so nervous she felt dizzy.

“It depends, I guess. I mean what, er, how you know - would we do...like.” Twilight’s voice was trembling.

“Well the first thing is speed. Ya wanna go reeeeal slow. I mean, well, the thing is, you want to watch her clop.”

“What? Clop? Like walk?”

Dash laughed nervously. “Oh Twilight, you don’t even know what clopping is?”

Twilight’s face became a scowl as she blushed She felt defensive, at, once again, her ignorance of the slang sex terms.

It struck Dash as being very cute. She smiled at Twilight. “It means to, you know… like when a pony’s alone and feeling like, needy. Between the legs kinda needy, you know? And decides to take matters into her own hooves.”

“Wait, are you talking about masturbating?”

“Well, yeah, I guess, you know, kind of. Yeah.”

“How am I supposed to get, I mean how is my friend supposed to get the mare she wants to do that in front of her?!”

“Yeah, that’s kinda the hard part. But if she does, she’ll see what her girl likes. Like there is sometimes one side of the clit that the mare favors, or if she likes to make little circles around her hood, which direction. If she goes under the hood, or stays over it. Then, like, does she have an itty bitty clitty or one you can wrap your lips around?”

Twilight’s head was spinning. She mumbled some words that passed through her mind but wasn’t all that aware of what they were. “Wow Rainbow, you really know your way around a mare. I’m really impressed. I guess those mares at camp were into talking about all sorts of things.”

You have no idea, sister.

Twilight became very aware of her genitals. They felt heavy and full and definitely in need of attention. Her heart started to race and she could feel the warmth in her muzzle and cheeks. Dash’s cheeks were getting pink as well and Twilight noticed her cyan wings trembling as the pegasus strained to keep them from spreading.

The two ponies suddenly found themselves looking at each other, then they quickly looked away.

What am I going to do? If Dash asks me to do something with her… do something? ‘Hey Twi, ya wanna do something?’

Twilight imagined hearing Rainbow ask that question and felt her heart pound ‘Like what Rainbow?’. ‘I dunno Twi - use your imagination… if you’re like interested in trying your magic on me I’d be okay with it...’

Twilight wanted an excuse for it. She wanted to be led here and she wanted Dash to lead her. . I think I’m in love with AJ. If I get any closer to Dash...but if we do something it’s going to change everything. But I think I want Rainbow so badly right now…

Rainbow Dash seemed to sense Twilight’s true conflict. She looked into Twilight’s eyes. “I think we better cool off before this goes too far.” Dash said softly. “I’ve got just the place, follow me.”

Dash led her through the woods that skirted the field near Fluttershy’s cottage. She led Twilight off the path they had been following and went deeper and deeper into the woods. Between her legs Twilight’s lips felt full and heavy as she walked on the soft pine duff. She could feel her wetness coating the insides of both her thighs. Thoughts of Dash and herself filled Twilight’s mind and several times she came close to calling out Rainbow’s name and going to her and…

“Okay, we’re here.” Dash said, awakening Twilight from her thoughts.

“Here” turned out to be a small, sunlit clearing. Twilight couldn’t believe how beautiful it was. A large pond of crystal clear water, perhaps thirty feet across was fed by series of 3 small cascading waterfalls, stacked but offset, with none more than seven or eight feet above the other. At the bottom, the last of these waterfalls spilled into the pond itself which was perhaps 40 feet long and gradually narrowed into a stream.

Twilight, enchanted by thin walls of water.spilling off the enormous flat slabs at each layer, was overjoyed at the beauty. The slabs jutted out from the hillside like terraces, creating a number of small intimate areas behind these flowing curtains. She instantly envisioned herself and Rainbow behind one of them, then after a moment of thought, she saw herself and Applejack. She imagined what it would be like to feel AJ’s lips on hers...

She watched Rainbow Dash, watched the toned cyan body of the young pegasi stride slowly into the water, until it almost came up to her chest.

Dash walked to a shimmering curtain of water and stepped under it., letting it pour over her head. As she came out into the sun, with her mane down and wet Twilight wondered if she could actually have gotten cuter.

“Come on in Twi, it feels great”

Twilight went up to the water’s edge. It was crystal clear and Twilight looked down at the smooth colorful stones that lay at the bottom and watched as the waves of refracted sunlight played across them. She looked up again at Rainbow Dash saw that she had extended her wings in the sun.

Or had they become erect? Could this be a dream? It might be. If I have a dream where I make love to Rainbow Dash, what does that mean about my feelings for Applejack?

...making love?

Is that what it would be?

She looked at Rainbow Dash standing in the sunlight. The young Pegasi looked back at her and when she saw the expression on Twilight’s face, she bit her lower lip and blushed, then looked down at the water, embarrassed.

Oh no. I think it might be… no, it is. I am falling in love with all my friends, one at a time.

Twilight smiled a little at the thought, then suddenly it wasn’t funny. Dash was looking up at her again and the feelings in her heart told her it wasn’t funny at all. She pictured Applejack’s face in her mind and felt the same pang of love.

Rainbow smiled at her. “C’mon over Twilight, I don’t bite, I promise.”

Twilight guessed she must have looked worried because Dash suddenly said “I promise not to touch you unless you ask.”

And what if I beg?

Twilight stepped into the water. It was warm from the sun and nice. She looked down at the little fishes that darted away from her hooves. The smooth stones across the the bottom didn’t shift or move, but provided secure footing. She walked further in, feeling the water against her legs and feeling the weight of her wet tail pulling down a little. She looked up and walked toward Dash, aware of only her now.

Dash took a step toward Twilight, then took a deep breath and stopped. She lowered herself into the water up to her neck then turned and floated on her back. Twilight got closer when suddenly Dash, using her wings to push herself, moved away. Twilight scowled, watching as Dash, still floating on her back, maneuvered toward the edge of the pond. She stepped out of the water and shook off, then started up the path that ran along the side of the falls to the middle and upper terraces.. She stopped halfway up and turned her head to look back at Twilight. “Well?”

Twilight smiled and followed. As she made her way up the steep path she saw that Dash had stopped part way up, and was pulling a hoof through her mane, getting some of the water out. Directly in front of Twilight was the bottom of Dash’s tail. Twilight admired how beautiful it was, how smooth and clean. Dash suddenly swished it to the side in an involuntary twitch. Twilight instinctively looked up.

The outer cyan coat of her pubic mound was parted and the inner pink lips were swollen and coated in thick wetness. Suddenly the tail was back and blocking her view. Fearing she’d been caught, Twilight quickly looked up at Rainbow, but the young pegasi was thoroughly immersed in removing a burr or something that had tangled itself in her mane. With each tug and pull to her mane, Dash’s tail twitched to the side for several moments in some sort of sympathetic nerve reaction. Twilight kept watch to make sure she hadn’t been caught looking. In frustration, Dash bit down on whatever it was in her mane and pulled hard. This sent her tail way to the side, giving Twilight a clear view.

Dash was close to perfection. Her little pink lips, smooth and symmetrical, now firm and protruding, were perfect, each fold of skin, taut under the pressure, was perfect, and her clitoris, fully out from under the hood was beautiful. Not as large as Twilight’s, it was clearly larger than the one in Twilight’s book and extended beyond the hood quite a bit. Twilight imagined what it would feel like to plunge her tongue deep into her right now and the thought made her dizzy. She extended her tongue and leaned forward, not caring if Dash kicked her down the hill, though she doubted Rainbow would mind, as she was clearly in as much agony as Twilight.

Then the tail dropped in front of her. Show over, curtain closed.

She looked up at her friend, expecting to see her looking back, but Dash was just finishing with her mane. She looked back down at Twilight.

“Wow, Twi, your face is pretty red. Is this too much for you?”

Speaking through gritted teeth, but smiling Twilight answered “No. I’m fine.”

“Okay, if you say.” Dash replied and went the rest of the way up the hill.

They arrived at the middle tier. The waterfalls reminded Twilight of offset stacked plates. She looked at the pool in front of her. This middle one was a huge concave slab, like the rest of them. It was roughly oval shaped. Ruddy in color, it reminded Twilight of red clay. Through the five inches or so of clear water that covered it she could see that floor, though uneven, was smooth, no rough edges to hurt a pony’s flank.she thought. and sitting in that nice warm water seemed like a great idea

Twilight looked up at the huge protruding semicircular slab of stone that sat above this middle pool. She loved the perfect wall of water, so smooth you could almost see through it. There was a fair amount of space behind the waterfall as well.

Dash, her mane now fully untangled and carefully back in place, walked straight into the falling curtain of water, completely undoing everything she had just done. As she stepped out from under the falls, her face was raised skyward and she was laughing. Twilight suddenly realized that the whole episode on the hill had been an act. Dash had known exactly what Twilight was doing and was having fun with her. Twilight turned bright red and looked away. She smiled at herself and shook her head. She kept looking at the beautiful plants and birds that seemed everywhere in this little oasis. She was not ready to face Dash yet, she felt too embarrassed.

When she finally turned back to Rainbow Dash, the young pony was sitting down in the water alongside the falls pouring down from above. It was close enough for her to reach out her right hoof and touch. It amazed Twilight how the waterfalls entered the pool without so much as a ripple or splash, the falling water just sort of blended in...

The depth of the water where Dash sat was just to her waist. She suddenly gave a little jump as though she were suppressing a hiccup, then started giggling like mad. It seemed to Twilight that she was working to act as though nothing odd was happening. She eyed the little Pegasi suspiciously.

“What are you doing?” Twilight asked.

“Nothing” Dash answered a little too quickly. She looked up at Twilight with sweet innocent eyes. Suddenly she moaned in obvious pleasure and her eyelids slowly closed and opened. Twilight took note that neither of her hooves was anywhere near her crotch, though from the sound she’d made and the expression on her face, it sure seemed like they could have been.

Twilight scowled at her obvious attempt at deception. As Dash looked up at her another odd expression of passed over her face.

“Clearly something is going on here Rainbow! Are you going to tell me or not?!”

“Listen Twilight, one of the things about this place is that it’s enchanted. Ow!” Dash suddenly started, as though she’d been shocked. “Just a little cramp. If you have the right stuff, and can sit down and be very still, then the water will, like, relax you. But it’s not for everypony. You’d probably jump up the second it started. You have to have a lot of self control, which-uhhhhhhhooohhhhhyeeahhhhhhhh…” Dash went into a little spasm. In a moment she recovered. “See - something in the water or stone makes your muscles flex, which is really weird and kinda hurts a little. But you gotta wait for it and deal with it as it comes. You just gotta have that self-control thing - which I don’t think you do.”

Twilight, still annoyed at both Dash and herself for the little trick that was played back on the hill, was now furious. Her eyes flared and she scowled menacingly at Rainbow Dash.

“Oh really? Twilight challenged. “Well it just goes to show that you don’t know me very well. Whatever it is, if you can control yourself through it, it should be easy for me! I may not be as fast or strong as you, but in the self control department, I’m pretty sure I’ve got you beat.” Twilight was on maximum smugness.

Dash just smiled. “Yeah, Sparkle, I hear a lot of talk from you, but in this case, I think your out of your league.”

That was it. Twilight was incensed and bordering on rage.

“If you can sit right there - across from me and facing me, for 5 minutes without jumping up, then I’ll admit you are the queen of self control.”

“And that I’ve won and you’ve lost?”

Dash’s jaw dropped in shock. “Oh, wait a min-OW! HEY!! FUCK!” Dash squealed. Twilight jumped back at the exclamation.

“Now you’re just trying to psyche me out Dash. Well it’s not going to work!”

“Okaaayyy.” Rainbow said with a smile. She was panting a little. “If you can sit here now and not move from the spot for 5 minutes, I’ll say you won and that I lost.”

“Deal!!” Twilight barked. Then she walked over to the spot Dash had indicated. She looked down into the clear water. It looked beautiful - she could not imagine what Dash was talking about.

“There’s a spot there that is perfect to sit in. It’s like it was carved into the stone - and made for a pony to sit back in.”

Sure enough, Twilight could see the cavity that indeed looked like it had been chiseled there. She looked around suspiciously, but could see nothing odd and looked over at Rainbow Dash for some kind of clue but was met by a look of certain victory.

Twilight felt the rage return and sat down in the “seat”. It fit her haunches perfectly but she was too furious to notice. She positioned herself by leaning back and placing her legs into the long channels that held them out and apart. She glared at Dash who was still jerking and sighing in pleasure. Her cheeks were pink and she seemed a little more out of breath than she had earlier.

“You won’t last a minute, Sparkle” she said dismissively.

“Yeah, well we’ll just see about that!”

Then Twilight felt it. A little tentative tickle. Then several. At the first one her eyes flew open wide and she looked straight down between her legs. Three of the tiny fish, no more than an inch long, were nibbling at her clitoris.

“AHHHHHH!!! WHAT THE FUCK?!!” She screamed and went to jump up, looking at Dash in horror.

Dash was smirking.

Twilight froze, she had not gotten out of the water, but she was close. She looked fearfully back into the pool where several of the little silver and gold fish were swimming innocently around.

“What are they doing?!!” Twilight cried out.

Dash shrugged, still leaning back with her eyes closed. “What are who doing?”

“The fish Dash! Those dirty perverted little fish! They were doing something to my…”

Dash looked up at her as though there was something very wrong with her. “Fish? Oh, yeah, I see them! Yeah, swimming around here. They’re kinda cuuUUUUuuuUUte.” Rainbow strained to keep the sound quiet.

Twilight sat slowly down into the seat. She stared intently between her legs at her little pink slit. She tried to keep her legs together but the way the seat was carved into the stone, it was impossible. She stared down in utter fear, just waiting for one of the sick little perverts to try it again. She was all ready for him with her hoof poised to slap the water and scare it away.. She glanced over at Dash who was having some kind of issue breathing and controlling her wings.

When she looked back down into the water, she saw one of the tiny golden fish swimming up between her legs. She couldn’t keep from trembling. It suddenly darted toward clitoris, and she slapped the surface of the water. “OWWWW!!!!” she cried out.

“What are you doing now? Bothering the fish - am I right? You know if somepony did that to me, I’d be pretty ticked off. Who knows - I might even bite them… Oh are you getting out already? Alright! Looks like I win!”

Twilight had clapped her hoof over her open vulva looked at Dash with hatred. Dash chuckled. The little unicorn realized her hoof offered no real protection but she was not getting up, not matter what. She took a deep breath and lifted her hoof. Three of the little fish approached her again and she remained perfectly still, though she was trembling more than before.

Oh why do I have to have such a big clit?! I thought it was so nice, but now I wish I didn’t have one at all!

There was enough of her exposed from under the hood for three of them to touch. A tiny worried squeal came from deep in Twilight’s throat as they got closer and closer. Then they touched her. Twilight thought of Dash’s smug face and was determined not to move. They put their tiny mouths up to her skin and began to…? Twilight had to admit, the sensation was not at all unpleasant.

Not at all...

Ohhh, you’re not perverted, you sweet little things, you’re kissing me! You’re kissing my clitoris!

Twilight suddenly looked up, her eyes drooping.

My first experience with oral sex and it’s with fish!

Figures…

Twilight looked down again and used her magic to flatten the surface of the water directly over her lap. She could see clearly and watched excitedly as the little fish kept up their activity. She was once again grateful for her larger than average clitoris and observed as it became engorged, swelling far out beyond the hood. Now there was room for five of them, all vying to give little kisses to her.

“Oh Dash, these fish are amazing!”

Twilight could not believe the sensation. It was freaky to see them all kissing her, even kinda scary, but it felt like the head of her clit was alive. Now they started to duck their heads the hood and explore. Before she knew it, there was a school of these little fish crazily trying to get to her clit, her rapidly stiffening lips, everywhere. The pleasure was far beyond anything she had experienced. She tilted her hips back as far as she could.

“Oh yeah.” she muttered quietly “go my little fishies, oh yeah, go, go, kiss my clit you dirty little…ohhhhhhh...” She kept her moan to a low growl. Now there were more, and the were down closer to her tail, swimming closer and closer. “Careful,” she whispered to them, “easy, not so hard...take it easy!! Woah- you’re not kissing! You’re nibbling! You’re nibbling my pussy!!” She looked around in a panic, unsure what to do, but just then they suddenly all synched up somehow and the entire surface of her vulva was covered in tiny nibbling mouths. At the same time, the ones under her tail started in, going after the tight circular muscle just there. Fifteen minutes earlier she might have been repulsed by the very idea, but right now she was begging and pleading in whispers to them.

“Don’t stop, don’t stop, don’t stop, oh please, oh dear mother of the sun, please, in the name of all that is good, oh please, yes yes yes, nibble there, and there and ohhhhhhhh!!!!” She squealed as quietly as she could. Her body snapped and jerked hard in several quick and powerful spasms as she came. She tried hard to restrain herself. leaning forward and looking down at her busy little silver and gold friends. She could see the faintly whitish cloud of cum mushroom out into the water as her vulva spasmed. She watched it happen several times, staring straight down into the water, her mouth open, a tiny bit of drool hanging from her lip.

Dash called over, “What is it with you had those fish? They’re just little fish! Is there a problem? Do you have some kind of fish issue? Seriohhhhhuslyyeeeeee oh yeah, yeah… that muscle right there, ohhhhh”

Twilight fought every urge to moan and jerk too much as the little fish did their work on her. Her body snapped and jerked in orgasm after orgasm as she leaned forward, watching them.

“I’m -uh-fine Dash! -uh!” Twilight’s voice was odd to say the least, but Dash didn’t say anything more.

Oh yeah, nibblenibblenibble, - Oh sweet mother of the sun, that is ohhhhhhWOAHHHHYEEAHHH… Then suddenly she yelped out:

“OW!!”

Twilight looked down and all the fish had scattered in every direction. Except for one He was a slightly bigger golden fish and he sat there looking at her between the legs. Her eyes opened in fear but she couldn’t move. She watched as the fish suddenly darted forward and nipped the front of her clitoris. It hurt!

“OWWW! FUCK!!” she screamed for the second time in her life, snapping her legs together as best she could and leaning forward protectively over her hips. “What the fuck was that?!” she yelled at the fish then slapped the water hard making the fish shoot away.

“What is going on over there?!!” Dash demanded. “Are you bothering those little fish Twilight?”

“No!” Twilight shouted, then tried to calm herself a bit. “No, it’s nothing. All fine!”

But it wasn’t. The orgasms had been incredible and utterly mind blowing, but there had been a price to pay.

Everywhere the fish had been nibbling at her was painfully red. She swore her poor clit was visibly throbbing and pulsing in time with her heart. It was a scary shade of red, as were her lips, her hood, and all those places under her tail. She reached down and gingerly touched her clitoris with her hoof. Her hips jerked away in pain. She realized that her clitoris was probably out of commission for awhile and started to get very upset. She’d hoped to maybe use it later. Her eyes started to well up.

There were little splashes where her tears landed on the surface of the water.

“Hey,” Dash asked, her voice now full of real concern, “What’s wrong?”

“I-I think one of them bit me.” Twilight sniffed. There was a brighter welt where the last one had been. She turned to Dash and started to cry now “...and it hurrrts…”

“But their such little fish, I mean a couple are maybe a little over two inches, but, like where did they…” A look of awful realization came over her face “OH TWI!! Are you okay?!”

so much!”

“Come over here and let me have a look…”

“Excuse me?!! I don’t think so!” Twilight stood up on her hind legs with her back to Dash and leaned over, pulling her lips apart. It was pretty red and there was a little red mark on her clit, but the skin wasn’t broken.

“I’m really sorry Twi. How is she? Is she alright?” All the kidding had left Dash’s voice and it was clear that she was honestly worried about her friend.

Twilight was touched by this and thought it was very sweet how she referred to Twilight’s mare parts as “she”.

“Yeah, she’ll live” Twilight sniffed. “OW!” Twilight had touched herself and felt a sharp pain as she did.

“Woah woah woah there Twilight. You think I would leave you like that? Here, sit down right next to the waterfalls like me. They won’t bother you here.”

“And just why would I do that? Are there little crabs that will bite my asshole?! No thanks!”

“You know you’ve got a pretty filthy mouth for Celestia’s prize student.”

“Yeah, well I get that way when fish start biting my fucking cunt!” Twilight almost got the words out but burst out laughing before she could finish the sentence. Dash started laughing too, relieved that Twilight was feeling better,

“No - no seriously Twi. This place is like, enchanted. The waterfalls are healing. Here watch - check this out,” she said. She scooted over under the falls so that the water came straight down her middle - lengthwise. Twilight could see the left half of her body, but the right half was on the other side of the curtain of water. It ran straight down the length of her spine. Dash was sitting on her haunches, her fore hooves on the ground.

Twilight raised an eyebrow and smirked at her strange behavior.

Dash seemed to sense it and looked over at her. “You should try it Twilight, it’s really refreshing and relaxing.”

“I’ll take your word for it.” Twilight said still slightly annoyed. .

But then, after a few moments, Dash sat up and lay back, resting on her elbows. She leaned her head back and opened her mouth. The long ribbon of water ran along her muzzle, into her mouth, filling it and spilling over then it continued on down her chin, down her chest, across her belly and…

But Rainbow was holding her knees together. Her legs were bent up and her knees were pressed tightly together. The water was falling directly down the line where her legs met and was splashing everywhere.. Twilight realized what she was about to do, and before she could react, Rainbow spread her legs and let the water in splash down in between them, down to those perfect pink folds, those lips, that clit, gushing, splashing and teasing.

Twilight’s jaw dropped as she saw that almost the moment the water hit Dash’s vulva, the young pegasi’s wings started to become erect and a look of pure ecstasy passed over her face. Rainbow quickly leaned her head to the left to get it out from under the water and she let out a shuddering moan. She looked at Twilight with an expression of both relief and embarrassment as she gave a little smile.

By means of an explanation for her outburst Dash said. “Heh, uh, it’s a- a little cool, but relaxing and refreshing and will heal you right up. You really should try this.Twi. There’s plenty of room.” Dash’s tone was innocent and sweet, She did not acknowledge that there was anything sexual whatsoever about what she had just done and behaved as though she’d just taken a refreshing dip..

Twilight sat down in the pool facing Dash. Dash was sitting up again. The water splashed around her and she smiled.

“C’mon Twilight. You’ll like it. The water is enchanting.” she said with a blush.

Dash was leaning back again, letting the water pour over her face and body. She was smiling blissfully.

Well maybe…

Twilight sat down in the water facing Rainbow. She leaned over and the water hit her head and horn. It felt wonderful, better than she could have imagined.. She scooted her flank over so she was sitting directly under it as Dash was. It felt silly. The two of them sitting there facing each other with the waterfall crashing down on them. Dash leaned to her right, under the overhang. Twilight leaned to her left, under the overhang. They looked at each other and their laughs echoed throughout the room under the falls. Then they leaned out to the sunny day and looked at each other again and began to laugh even more. They went back and forth like this, laughing and being generally silly.

“Put it under the falls.”

“No, it hurts too much.”

“I know. Just trust me and open your legs wide, directly under the waterfall.”

“It’s not funny Dash! I’m all red and swollen - everywhere and it really hurts!”

“You listen to me Twilight Sparkle. You get that cunt of yours under this waterfall right now or you will wake up tomorrow with a clitoris the size of a peach, and pussy lips so swollen you won’t be able to walk. And as far as that other area…”

“OKAY OKAY!!” Twilight surrendered.

“Just lean back now and spread your legs. Let the water splash all over you there. It’ll only hurt a little at first, but it’ll be better soon.”

Twilight looked up at Dash with an expression so sorrowful, that Dash felt awful at having to lie to her.

As the water hit Twilight between the legs she screamed as loud as she ever had in her life. It was an impressive shriek, and she fought like a wildcat trying to get away from the falling water, but Rainbow Dash had jumped on her and pinned her legs apart. The pain was blinding, she felt like somepony had lit her vulva on fire then tried to put it out with hot sauce. She screamed and cried hysterically, thrashing and trying to punch Dash.

Then it suddenly stopped. Her vulva was utterly numb. She could feel nothing. Laying there panting and sobbing, she was grateful. Dash was staring down between her legs, but Twilight didn’t care - Dash will be dead soon, so she can’t tell anypony about what my pussy looks like. But Dash kept looking, staring,

“Stop staring Dash - it’s rude!!” Twilight was unable to think of anything else to say..

“No,” Dash said - “Look!”

Twilight propped herself up on her elbows and looked between her legs. Her bright read genitals were not so red, and the mark on her clitoris was gone. The redness around her tail muscle was gone as well. Finally her clitoris began to return to it’s normal state. Twilight couldn’t believe it, through the sweetly falling water she watched as her plump red skin took on a healthy pink tone. Then the feeling began to come back and it was beautiful. Twilight could feel every nerve ending, every fold of skin, everything. It seemed to feel better than it ever had. With red, teary eyes, she looked up into Dash’s smiling face, leaned forward and kissed her quickly on the lips. Dash blinked in surprise.

“Thank you Rainbow, that was…”

“Ah, it was nothing.” Dash raised an eyebrow “Looked pretty bad for one little bite though, did anything else happen?”

Twilight blushed deeply and looked away. Even after letting Dash stare between her legs, she couldn’t bring herself to explain how she let those little fish masturbate her.

“No that was it.”

“Uh-huh. Well I need some waterfall time, so excuse…” Then Dash looked straight up and closed her eyes, letting the water splash over her face. Twilight watched her for a moment. Then she turned away from her and spread open her legs. She looked down between her legs and spread the lips apart. Somehow it looked different. It was pinker, and healthier. It felt more sensitive and good. She pulled the hood back to see if everything was really healed. It was perfect and pink.

What did those little fish do? And what did that water do? Did Dash know what was happening to me? Did she lead me here knowing what would happen? Were they nibbling her too? Should I thank her or kill her?

Twilight turned back around under the waterfall and let the water cascade over her face. She couldn’t believe what appeared on the back of her eyelids.

Holy Celestia!! I think I can see her!

It was “splashy” and weird, but it seemed that wherever the water hit Dashie’s body, Twilight could see it. She could see the center line of her face clearly and most of her eyes, cheeks and mouth. She could see down her back, her mane, her tail. She couldn’t see much else. Dash must still be leaning forward. Her horn! She was seeing with her horn! She moved her head out from under the falls and the image faded.

As long as my horn is under the water, then I can see whatever part of her body is being splashed!

Twilight immediately ducked her head back under the falls. She could see Rainbow’s smile and closed eyes. She traced the water down her chest…

She’s leaning back!

Dash was getting herself comfortable, propping herself back on her elbows. She shifted herself to find that one part of the rock floor where she usually rested her haunches. Ahhh, there it is. Her legs remained tight together. Twilight tilted her head back and closed her eyes, letting the water wash over her face, and seeing all that she could.

Come on! Damn it Dashie, let me see it! Oh my sweet little Dashie, oh come on Rainbow, pleeeease open up!!

Twilight had clearly forgotten all about her injury.

Ever so slowly Rainbow Dash opened her legs. Twilight wasted no time and went right down between her lips.

Oh, there you are! Oh such a sweet perfect pussy. Wait - it does look kind of red and swollen...

Twilight shifted her hips under the waterfall and slowly opened her legs.

Her body had had enough so she closed them again and admired Dash’s body as she bathed. It looked like Dash might be masturbating but Twilight was too worn out to care. She did watch the whole thing, though.

_______________________________________________

Twilight guessed it was probably impolite to ask Rainbow Dash how her orgasms were, now that she’d finished masturbating under the waterfall, so she didn’t. They seemed good anyway and almost tempted Twilight to join her, but she’d had enough for now. She hoped to be sharing some later...

“So where are you headed off to Twi?” Dash asked as the two left the waterfalls.

“I thought I’d stop by and see Fluttershy. I was wondering if she would be at Applejack’s tonight.”

“Okay. I gotta head home and catch some Z’s before tonight.”

“Okay Rainbow - I’ll see you later.”

“Sure - so what did you think of, you know - the falls?”

Twilight looked off into the distance and spoke as if in a dream. “Amazingly enchanted. So beautiful and serene. I thought it was just… perfect.”

“That’s nice.” Said Dash, now hovering above Twilight. She got a wistful look in her eye. “Aint it amazing when all those little fish start nibbling at your butt?”

“WHA-?”

“Later…”

A rainbow streak shot up and off into the sky...

It's Only Love

“I get high when I see you go by, my oh my
When you sigh my-my inside just flies, butterflies
Why am I so shy, when I’m beside you?
It’s only love and that is all
Why should I feel the way I do?
It’s only love and that is all
But it’s so hard, loving you…”

-It’s Only Love

Lennon & McCartney

As she trotted away from the woods, Twilight became vaguely aware of time. It suddenly occurred to her that more time had passed than her current perceptions suggested. The sound of flowing water, as she approached Fluttershy’s cottage, stirred a deep but recent memory . She frowned, unable to recall what she and Rainbow had done for... those few moments? Just how long had they been in there? And what had happened?

Okay Twilight, now what were you doing? Well, I was out here talking to...Rainbow Dash? Yes - it was Rainbow. What were we talking about? Why do I think...sex?… How could I talk about sex with Dash and not remember it? How could ANYpony talk about sex with Rainbow Dash and not remember it? Did we discuss Applejack? Why can’t I remember? I was on my way to visit Fluttershy and Dash landed and startled me...Wait! She was talking about how you would find out how to make your marefriend happy. What was it again? Oh - right - getting your partner to actually show you - right in front of you. Riiiight... Well, that conversation shouldn’t be too awkward... “So Applejack, I’m really new at this whole sex thing, and it’s my intention to make sure you enjoy yourself and, you know… (What was that expression again? Oh - of course) get off. I really want to satisfy you sexually, so if you wouldn’t mind, would you show me how you masturbate? Now don’t rush, Take your time and feel free to make comments as to why you are doing what you’re doing. Feel free to pant and moan. Don’t mind me, I’ll be sitting across from you taking notes. - just pretend I’m not even here…

...well that should go just fine...

Well here we are at Fluttershy’s cottage… Oh there she is out back.

“Hi Fluttershy.”

“Oh, hi Twilight. It really is so nice to see you. Did you bring little Spike my baby dragon?”

“No, he’s at Sweet Apple Acres helping them get ready for the fair.”

“Oh goodness, the fair! I almost forgot - I told Applejack I’d come by to help.” . “I should-”

“Wow!” Twilight interrupted, “look at those birds, are they fighting?” Twilight squinted at them, “Woops - my mistake, they’re having--”

“-Making baby birds!” Fluttershy said quickly, “That’s Lilac and Spruce. They they’re getting ready to start a family,”

“I’d say like they’re past the ‘getting ready’ part.”

“Oh goodness, yes, well I guess they are. All the animals are falling in love and having families.”

“That Spruce certainly is a fast one.”

“Hmm? Oh- I guess so, I hadn’t noticed.”

“Neither did Lilac. She doesn’t exactly look all that thrilled. I’m not sure she even knows he started, and he’s already gone. Well, I suppose come and gone is more like it…” Twilight chided.

“I’m sorry?”

“Come and gone - get it? You know like come...oh never mind. Okay - now that’s interesting - the tortoises. Do you think he’ll ever catch up to her?”

“What makes you think he’s trying to catch up to her? Why would he...oh. Goodness”

“Goodness ain’t got nothin’ to do with it.” smirked Twilight.

“Well as I was saying, it is that time of year.”

“It sure is. Not for all of them It looks like some are just having fun. See? The otters are playing - see they’re wrestle- Oops, wrong there too. Wow, look at him, he’s really...”

“Oh my, that’s Petunia and Lemongrass. They just met a week ago. They’re together now.”

“And not wasting a minute.”

“Yes, uh, well…”

“You know as far as doing what they’re doing, they don’t seem all that happy. In fact they seem kind of annoyed.”

“Oh, well, yes. I think that part of it might be how you’re staring at them…”

“Me? Staring?” Twilight blushed a bright red. “Don’t be silly, I’m not staring! Why would I stare? That’s ridiculous.”

“He just told me to ask you to stop staring.”

“Oh.”

“Um, Do you think it would be okay if we just, um, go over here? I hope you don’t mind, I think they might like to be alone.

“Oh, well, okay…”

“Isn’t it wonderful, Twilight? All the animals have found their true loves and are loving them and making little ones. It’s how nature works - like the ducks - every drake finds his true hen, or the swans - every cob finds his special pen. With deer - every buck finds his one true doe. That’s why the harmony of nature is so wonderful. It’s all in balance - for every boy there is a girl. I’m sure there is even a girl dragon out there for Spike. And one day when you’ll find your true love, a handsome, brave stallion, he will make you the happiest pony in Equestria. You will want to be with him all the time .” It’s , isn’t it just wonderful? Every animal has their special love.”

“Yeah, special love… I’m sure there are other kinds of love too.”

“I don’t know. I think I might have a book or two about animals and their mates…”

“YOU DO??!! I mean, oh, isn’t that interesting. Can I maybe see it?”

“Of course. Come on inside, I’ll make some tea and you can look through it.”

“Thank you Fluttershy.”

Fluttershy’s library contained no less than 58 books on how animals make families. Everything from shy little Koala bears who might mate once a year to Bonobo monkeys who never seemed to stop. Twilight stood slack jawed at some of the incredibly explicit pictures. All of them featured males and females in various states of sex. She began to get both aroused and depressed. None of the books contained any information on two females.

Fluttershy walked into the room carrying a little basket with a teapot and two rteacups. Twilight’s back was to her and there were no less than a dozen books lying open on the floor, in front of the young unicorn. Each book was opened to pictures of animals copulating. Twilight was engrossed in a picture of two elephants.

Fluttershy quietly placed the basket on the table and walked up behind her. “Um, Twilight?”

“AHH!” Twilight yelled and using her magic slammed every book shut. She spun around to look at Fluttershy, her face red. “Oh, sorry, you startled me. I just, uh, flipped these books open to random pages and was just, you know, um, reading.”

“Oh, I’m sorry if I startled you.”

“No, it’s just that seeing all the animals outside made me uh...curious. It’s not like I’m some kind of pervert looking at animals having sex or anything.”

“Uh-huh.”

“I’m not you know…”

“No, of course not. I really hope you don’t think I was spying on you. You can read whatever you like, I don’t mind.”

“Well I certainly don’t sit around all day looking at pictures of animals having sex.. .”

“Oh.”

Twilight scowled at her, “You know you certainly have a lot of books about animals having sex.”

“Do I? I hadn’t noticed.”

“Well, you do.”

“I guess so.”

The two ponies looked at each other. “Yes… So anyway…” Twilight started. “I was just doing some reading on, um, animal families. It’s a topic that always fascinated me. Just the scientific part - the future of the species, you know - how a male selects a female or vice versa. How long the females are pregnant, How often they have large or small litters. And of course the genetics of them - it’s about the babies, they’re so cute. I’m very interested in the traits that the babies inherit from the parents.”

“You are?”

“Of course. All about the Mom and the Dad and their families. Not about the sex, just that, about males and females and their babies.”

“That’s nice.”

“I mean that’s the only reason I have these books out here.”

“Oh, okay.” Fluttershy picked up an unopened book from the floor. “I’ll put this one back then…It’s just about female animals who are together.”

Twilight’s eyes flew open wide and suddenly Fluttershy, still hanging on to the book in Twilight’s magical grip, found herself and the book, dragged across the room until the book was in Twilight’s grasp.

“Um, Twilight?”

Twilight held the book in front of her and flipped it open, reading voraciously.

“Twilight?”

“DOLPHINS?? Did you know female dolphins could fall in love with each other?? And Panda’s, and Penguins! And-and dogs and ducks and chickens and- FISH!!” she exclaimed gleefully.

“Um, yes.”

“WHAT?!”

“I knew that…”

“You DID? Why didn’t you tell me?!!”

“Because you didn’t ask? I thought you were interested in them making babies. I don’t know if you know this but two females can’t make a baby, no matter how much, um, sex they have.”

“Well I’m willing to keep trying if she is…” Twilight muttered with a smirk.

“What?”

“Oh - nothing…”

“Twilight - do you know Lyra Heartstrings and Bon Bon?”

“No, haven’t had the pleasure,” Twilight responded, still giddy from the news.

“Well, they’re two mares who are in love…”

“THEY ARE??!!! And they love, I mean live here in Ponyville??!!” Twilight squealed.

“Yes.”

“Best Town EVER!” Twilight said, holding the book in her magical field and bouncing around in a circle. She stopped and looked at Fluttershy. “Thank you SO much Fluttershy, you’ve made me the happiest pony in Equestria!”

“I have?”

“Yes! It’s okay for one mare to be in love with another mare!!”

“Yes, but...”

“...and if not for you I never would have known it!!”

“So, um you’re happy because it’s okay for one mare to be in love with another mare?”

“Yes!”

“And that’s all because of me?”

“Of course! Without you, Fluttershy, I never would have known!” Twilight said, throwing her arms around her and hugging her tightly. All the color drained from the young Pegasi’s face.

“Oh my…”

“I can’t wait till tonight!”

“TONIGHT??!!” Fluttershy gasped.

“Yes, and I’ll see you at Sweet Apple Acres!”

“Oh goodness…”

“Don’t keep me waiting.”

“Um, okay, I’ll try not to...I guess…”

Twilight bounded out of the door.

“Um, Twilight?” Fluttershy called after her.”

“Yes?”

“You, um, still have my book.”

“Oh, yes. So I do… Would you mind if I borrow it?”

“Well, I guess not…”

“Great!! I’ll get it back to you later.”

“Um, Okay.”

As she walked back to the library, Twilight began to read it. The book was a study on various types of animals and incidents of lesbian behavior. Unfortunately it had to do with the reactions in the various social structures when lesbian relationships occurred, not much about courtship or anything else. Informative but to Twilight it wasn’t Interesting, helpful or useful.

Just as she was resigning herself to the disappointment of not finding anything to help her with Applejack,, Twilight came to the last chapter. “A Discussion of the Observations.”

There she found what she had been looking for- . It was a chapter written by several mares about their experiences with other mares. They were offering their viewpoints on those experiences and how they saw certain parallels not only in the social structure but in the various methods the different animals employed in their lovemaking. It also seemed to be somewhat explicit - these mares held back nothing.

Alright! Here we go!

The first mare described how she had discovered her preference for other mares around the time of her first estrus. There was a picture of her and she was very cute with large brown eyes.

“I had this friend, a mare on the cheerleading squad who I’d known since we were young.” (Twilight’s imagined her as blonde with big green eyes…) “She had blossomed into a very cute and rather voluptuous young mare. She was the captain and easily the best looking pony on the squad. I began to attend all the school’s sporting events, but I wouldn’t admit to myself just why. I took pictures for the school newspaper. After the third hoofball game I realized that half the pictures were of my friend. As I went through them at home, I discovered that a few of them were pretty revealing. The squad had this move in one of their routines where they went down on their forelegs and raised their haunches in the air. They moved their butts around and made their tails swing in a circle. In one of the pictures my friend’s tail was straight up and her rear legs were wide apart. They all wore underwear to keep their private parts, you know, hidden, but her’s had gone into her crease. I found myself looking at that picture and right next to it a picture of her smiling at the camera. I can tell you it took me about a minute of looking at those two pictures to find out that I was VERY turned on by another mare and that I was hopelessly in love.”

“Awwww” Twilight sighed and smiled. She read on...

“I don’t think I would ever have been able to work up the nerve to tell her, but I never had to - because, well, she caught me. After watching the her at cheerleaders practice, I I found that more than my heart was in pain. I went straight into the bathroom, into a stall, took some of my pictures of her out and… Well I had this, you know, lets call it a little toy… okay it was a phallus . Anyway, I was going at it hot and heavy. Just as I was nearing my climax I heard the door to the bathroom open. I didn’t think I was making that much noise, but in any case, I was too far gone to stop. She thought somepony was in trouble and the next thing I know she pushes hard on the stall door open and it pops open. I was right in the middle of an incredible orgasm while holding a picture of her. Seeing her standing in front of me, her face pink from the workout, well I-I didn’t quite stop. I guess part of me figured what the hay, she knows what I’m in here doing and having an orgasm while looking at her live in front of me, I sort of kept going for a few more strokes. I have to say, it was worth it. Both my heart (and my pussy) will never forget it.

She was too shocked to move and just stared at me. I expected her to freak out and slam the door, but she just stood there with a funny look on her face. She looked down at the pictures of herself then up at me. I apologized like mad and told her everything. Then, in a very sweet way she told me she had suspected something when I began to show up at all the games and spent most of my time sneaking glances at her. She said that she had missed me too and had developed certain feelings for me as well, but with little miss straight, she was afraid to approach me.

By the way, I was still sitting there with my legs pressed tight together trying to hide the fact that I had that rubber dick in me. She stopped talking and just looked down between my legs, spread them apart, gently pulled it out of me, and looking into my eyes, licked it clean as though it were the most delicious thing she’d ever tasted. I thought I was dreaming. She gave it back to me and asked if I wanted to stop by her house later, but to be there by 4:30.

I was scared to death but I went over, and after several awkward moments. Mostly on my part, her cheerleader outfit was off and we were making love. We’ve been together ever since and I have never been happier. We had to sneak around for over a year though. Her parents were very strict and my folks would never had understood. We began to hang out but only when our other friends were around. We got really good at not letting on that there was a thing between us. It was incredibly hard acting like we were normal friends, just ignoring each other when our friends were around.. Sometimes we both got so crazy for each other that we ended up taking some very risky chances, but the sex was always amazing. We came close to getting caught a few times, but it was all worth it.”

Twilight stopped. She was now all too familiar with certain feelings that yesterday she wouldn’t have recognized. It was through that familiarity that she knew her body was once again craving the touch of her hoof between her legs in search of pleasure and release, but her heart had begun to demand a say.

Was it thoughts of sex that drove me to masturbate or was it something deeper? Was it my feelings for Applejack? It’s like the chicken and the egg - which came first? I guess it doesn’t matter - I only know I have very strong feelings for both her heart and her body and it looks like I can’t control either one of those feelings. Now here is this story about how two mares came together and it’s totally crazy. But it sure is hot. But right now when I think about Applejack I think about just being with her, just the two of us spending time together. I could be okay with that...I think. But this idea of sex with her is driving me crazy! I mean I’ve never even really thought about sex before, at least as it applies to me having it, but I love it and I only want to share it with her. The more I think about it, the more the two are tied together - my love for her and sex. I’m having so much trouble separating the two things. I love Rainbow Dash and if I’m being honest, the idea of sex with her seems exciting, but compared with the kind of love I feel for Applejack, there’s nothing there. From what I saw, I’m sure Rarity is pretty experienced, and while I love her, it’s as a friend, just like Rainbow. I want to save and share that part of myself for only one pony. So what will happen tonight? Will anything happen? Probably not - we’re all just going over for a party and then heading home. I’m going to have to wait until tomorrow at the fair...

As she trotted home, Twilight began to think about finding the right words and the right situation. So many of them were silly and trite and ended up with them having sex.

Suppose Applejack caught me like the mare in the book? What would she do? I don’t even know if I could sit and do it. Can I? If I were to approach this scientifically. I would need to run an experiment to determine the feasibility of even being able to see if I could do it while sitting on the toilet. I suppose the sooner I determine the answer to that question, the quicker I can proceed to the next phase...or not.

Twilight, having convinced herself that this was not a matter of self gratification but rather a part of a scientific process, walked toward the bathroom without as much shame. Her pace quickly picked up speed and in moments the bathroom door was shut and bolted and she was sitting there touching and caressing..

Oh yeah, I can definitely do this! Okay, so onto my research...

A notebook materialized in front of Twilight along with a pen.

‘Thesis - the potential outcome of getting caught by Applejack while masturbating in the bathroom. First, subject must confirm that she is able to masturbate while sitting in the bathroom.

Check.

Initial observation indicates that manual stimulation of subject’s excited vulva is very pleasurable, Subject proposes the following scenario- Subject is in bathroom masturbating and thinking of her desired lover who is currently just her friend. That friend is over visiting and the two of them are in the house alone. Wow - subject is getting really wet!’

Twilight stopped writing.

Challenge one: how do I get AJ to open the bathroom door? I leave the door open a crack and start whimpering like the mare in the book? She opens the door to check on me and… But the mare in the book had that whole history with her cheerleader friend. She sort of knew she was interested. And her friend sure was. But AJ has no idea how I feel about her - This could put her in a pretty tough situation.

And I have no idea how Applejack feels about me.

“TWILIGHT? YOU HERE?” Spike was home.

All the surface desire instantly fled at the sound of his voice.

“Yes,” she called back, trying to keep from sounding as frustrated as she felt.

“Wait - are you in the-” he called out

“YES!”

“Oh, sorry. Do you have any more of that mane conditioner? The one you got last week?”

“Yes,” she answered, “Why?”

“Do you think it works on cows?”

“COWS?!! It costs 5 bits a bottle and comes all the way from Canterlot!! I’m not letting you use it on a COW!!” Twilight yelled out angrily. Spike didn’t answer, but she could hear him talking. She listened carefully. He was no doubt muttering some kind of wisecrack and in her frustrated state, she was in no mood to hear it. Then she heard something else. Another soft voice.

Applejack.

“Um Spike?” Twilight called, trying to sound as sweet as she could. “Why did you want to borrow it?”

She heard hushed voices speaking rapidly back and forth. Applejack was probably telling him it didn’t matter and not to bother Twilight, while Spike was insisting it would be okay.

“Is it for one of Applejack’s cows? If it’s for one of Applejack’s cows then please take it. You know I’d do anything to help her win at the fair.”

More voices back and forth, Applejack probably insisting that they not take it and Spike telling her it was fine.

“It should be in the closet upstairs next to the bath.”

“Ohhh,” the young dragon groaned at the thought of having to search through all the bottles and sprays Twilight had in there. She heard Applejack, in hushed tones, say she was going to wait outside. Then she heard Spike going up the stairs.

She found herself incredibly happy and excited at the thought that Applejack was just outside. Suddenly she was aware that she was wet between her legs. She reached out for tissues to dry herself. Just as she was about to pat herself, she saw through the opening in the little curtains hanging in the window, Applejack outside, walking around, looking at the little garden outside the library. As Twilight touched herself, the blonde earth pony happened to turn and look back in her general direction. Twilight looked at her face and her eyes and suddenly the touch became something much more as a release of pleasure flooded through her hips. She found she was unable to keep herself from pressing her hoof between her legs again and slowly begin to move it.

Twilight had never known romantic love. She’d never read romance novels, thinking them to be a waste of time. She’d tried a couple of times and they’d started out sweetly enough but before you knew it, the whole sex thing reared its ugly head and she’d stop reading.

None of this was in Twilight’s mind as she gazed out at the face of her friend and slowly touched herself. She wasn’t aware that her horn gave off a soft glow, or that a tiny whimper had escaped her lips, or that every muscle in between her legs had clenched. Every ounce of her being was focused on the love and profound desire she felt for Applejack at that moment. Even though her body was experiencing pleasure from her hoof’s ministrations, seeing the object of her wants only made the pain a little worse.

She knew she couldn’t stop, even though, as she watched her friend stroll innocently around the garden, she became acutely aware of the gulf that lay between them. She looked at the sunlight on the blonde mane, looked at the beautiful coat her firm, toned body, the adorable pony tail, and those green eyes. Then the earth pony turned around and was looking up at the bees nest hanging from the branch. She sat down and Twilight was able to see her face as the sun warmed it. Twilight was only vaguely aware of what her hoof was busy at, as it manipulated and teased. Again and again Twilight found herself trembling at the very edge of and only to stop, prolonging these moments as long as she could.

Applejack closed her eyes partly and took a large breath, smelling the fragrance of the garden. The dreamy expression in her green eyes and sensuous expression on her face caught Twilight off guard and in that moment she knew she was too far gone. She struggled to check a whimper as the most powerful sensation she had ever known pulsed through her in the first of many intense spasms. She felt a flood of thick warm wetness expelled into her cupped underhoof as a deep groan escaped her. Her hoof continued, stroking and playing but no longer teasing as she stared at the beautiful face of her friend. She gazed between those the legs, not sure what she could see, but imagining, nonetheless. Over the night and earlier in the day her hoof had begun to learn its way around and now it worked it’s magic bringing climax after climax to her trembling body. As more waves of pleasure built and exploded through her, she whimpered rapidly between rapid shallow breaths. She whispered “I love you Applejack, I love you, I love you, I love...Uhhhhhhh Oh sweet Celestia, I am so in love. I want you so badly Applejack…” she panted as wave after wave of intense pleasure passed through her.. Soon she found had grown too sensitive to touch and had to stop. Sitting back, chest heaving as she panted, her heart still pounding, she stared at Applejack through the curtain. She felt lightheaded, her body sated and happy. But her heart ached. She wanted to hold her and be near her. It was Then she heard Spike bounding down the stairs.

Well his timing was right...

Twilight looked down at herself. Her hoof was soaked as was her pubic cleft. She stood, got a washcloth and soap and cleaned herself up. She could hear Applejack protesting that the shampoo was too good to use on Alma, her cow. Twilight finished cleaning, herself, ran a brush through her mane then over her coat, grabbed a toothbrush and gave a quick brush to her teeth, checked her breath, grabbed the toothpaste and quickly brushed her teeth again, dabbed a tiny bit of perfume behind her ears, checked and fixed her hair a tiny bit more, then, as nonchalantly as she could, trotted outside.

“Applejack! Spike, why didn’t you tell me Applejack was here?” Twilight went over on still slightly wobbly legs and gave her a kiss on the cheek and a hug. She pulled her head back for a moment and looked at her friend’s face, “How’s my first best friend?” Twilight asked playfully, then hugged her again. Still in the afterglow, Twilight luxuriated, feeling wonderful in Applejack’s warm embrace. The farm pony had been working in the hot sun at the farm and the scents from her body were strong. Since her feelings of love for Applejack had broken through, Twilight’s senses had come to associate everything about her blonde friend with the strong affection and attraction she felt for her. Inhaling what two days ago would have just been the not unpleasant mix of smells of a hardworking AJ, now touched something deep within her that rang pure and true. Today, being in Applejack’s embrace and taking in her wonderful scents while still in a state of post orgasmic bliss , Twilight found herself in a place of such utter joy that she thought she might start to cry. For a moment, Twilight lay her head against Applejack’s.

“Aww, I love you too Twi” AJ said, patting her friend on the back.

Twilight looked up quickly, a big smile on her face. “You DO?!”

“Well of course sugarcube, how could I not love my best friend!” Applejack gave Twilight another squeeze. The young unicorn accepted it but felt her heart sink a little at the pat on the back. Twilight sensed it had “friend” written all over it. As they separated, Applejack asked,

“So what you been doing, sugarcube?”

“Oh, uh me? What was I doing? Just now? Oh, uh, you know, just nothing…” Twilight’s cheeks flushed pink. “Well other than hugging you.” Twilight said with a smile. “Oh, I did go to see Rarity and Fluttershy. I saw Dash and Pinkie too. I think Fluttershy was going to head to the farm pretty soon to lend a hoof. Are you all set for the fair tomorrow?”

“I think we’re almost there,” Spike said, “And with a nice shampoo and conditioner for Alma, I think she’s bound for a blue ribbon!”

“Great! Well you take that bottle with you then!” the unicorn insisted.

“Aw shucks Twilight, I don’t want you to waste that on my Alma.”

“Don’t be silly - I mean I can’t promise it will work magic, I’ve tried it on my mane but, well, I don’t know....”

Applejack looked at her and half smiled and half smirked.

“What?” asked Twilight with a giggle.

“Oh nothin', I was just wonderin’ what kind of pole you use when you go fishin' for compliments, that’s all.” then she smiled sweetly.

Twilight blushed and looked away as Spike laughed.

“Askin' if your mane is gorgeous is like askin' if Big Mac is red or Granny Smith is old! Twi, don’t you go tellin’ Rarity, but everypony knows you’ve got the prettiest mane in Equestria. It shines and shimmers like a waterfall.”

Twilight bit her lower lip and blushed again, “That’s very sweet of you,, Applejack, but it doesn’t begin to match that beautiful blonde mane of yours. Anyway, far be it from me to keep Alma from winning first place. I can always get more shampoo.”

“That’s mighty kind of you Twi. Say, why don’t you come back with us? We’re going to get tonight’s party going in about an hour and a half. Why not come now?”

Oh AJ, just give me a kiss and I’m pretty sure I will…

“Okay, I’d love to.”

“Oh right - And bring your toothbrush - we’re having a sleepover.”

“Really?! My first slumber party!!” Twilight squealed “What should I bring to sleep in?”

“Well actually this is a sleepover - a slumber party is where you actually sleep. At a sleepover, nopony usually sleeps.”

“Oh, well one day I’ll have to host a slumber party, but a sleepover sounds like fun. What do we wear?”

“Well let’s see - Rarity goes for elegance - she always wears something real fancy, Fluttershy goes for cute, so she wears a nightshirt, Pinkie goes for, well, kiddie cute and wears bunny pajamas, And Dash goes for jock and wears her wonderbolt pajamas. Pretty much the same every time.”

“What do you wear?” Twilight asked.

“Whatever I’ve got on.” Applejack laughed. "Usually something practical and plain, nothin too excitin’”

“It sounds like everypony has something stylish to wear to bed - cute, fancy, kiddie, jock, plain and practical… What is left for me to wear?”

“Why not surprise us?” Applejack said

“I guess… I don’t even know where to shop - “

“There’s the Ponyville Emporium,” AJ suggested

“Of course you could always go to the hardware store - they’re having a sale on overalls…” Spike said and burst out laughing.

“Very funny Spike- you’re just a laugh and a half,” Twilight said

“Well why don’t you go ahead and put some things together and see what they have downtown. Then you can meet us back at the farm then? Now are you sure it’s okay for me to use some of this on Alma?”

“Of course, and feel free to try it yourself if you’d like, though I’m not sure I’d mess with perfection…”

“If I didn’t know any better Twilight Sparkle, I’d say you were flirtin’ with me…” Applejack said with a cocked eyebrow then a hearty laugh.

“Heh, oh, yeah, well, let’s not get carried away,” Twilight offered with a half-hearted laugh.

Okay, let’s see my checklist - I’ve got my bathroom stuff, a couple of books, my slippers, bathrobe, and. a box of my favorite cookies to share.with everypony. Now all I have to do is get to the emporium, find something to wear and trot on up to the farm.

The selection of sleepwear at the Ponyville Emporium left a lot to be desired. It was either for colts and fillies or middle aged mares.

“May I help you?”

“Oh, hi m’am - well I’m looking for sleepwear, but I don’t see anything here that fits what I’m looking for.”

“Yes, our selection is pretty limited I’m afraid. What sort of sleepwear were you looking for, anyway?”

“Oh, I don’t know, something cute and fun. I’m sure we’ll be fooling around a lot - I want to look good - after all, it’s my first time - I can’t tell you how excited I am!”

At first the salesmare just stared slack-jawed, her face going bright red. As she looked at Twilight’s beaming face, she couldn’t help but start to smile herself. “You know what? Follow me - I work part time at the Carousel Boutique. I believe Rarity may have closed early, but I have my set of keys. Let’s see what we can find there, shall we?”

“Oh could we?!! Rarity is a close friend of mine - this will be great!”

The two of them walked down the street, unlocked the door and entered the shop. “Rarity!, Are you here dear?” the salesmare called out, but there was no answer. “I didn’t think so, well let’s see what we have. There are some darling negligees she keeps here in the back showroom, here let me show you.”

“Oh, yes, uh, negligees…”

What they hay could that be?

The salesmare nodded toward a couple of dressmaker’s forms. Each had sleepwear draped on it. One was a white silky nightshirt with sheer sleeves and a sheer plunging neckline. The other was all sheer, very sexy and had some lace on it. She opened a red shiny box. Inside, folded, was a sheer white lacy negligee. Twilight looked over at the silky nightshirt then back in the box.

“Does it come in any other colors?”

“Excuse me? I’m sorry, I thought you said it was your first time. Traditionally you would wear white,” the salesmare said somewhat firmly.

“Oh, I’m sorry, I didn’t know…” Twilight said, a little embarrassed.

“You know you are just the most adorable little thing! I’ll tell you what, just to spice things up a little, why don’t we get a white one with a little red lace?”

“Oh, I like the sound of that!” Twilight said cheerfully.

“Here, here it is…” the mare said, opening another box, “what do you think?”

“It looks beautiful! I’ll take it!” Twilight said excitedly, but wondered where the satin part was. It must be behind this sheer neckline part...

“Oh, I’m so glad. You know since it’s going to be your special night, please let me buy this for you. It’s not often I get to do this. Would you mind?”

“Oh my gosh! That is SO nice of you, thank you so much!”

“It’s my pleasure!” the mare said as the left the shop. “I’m sure it will be somepony else’s pleasure too!”

“I’m sure they’ll all just love it!”

The sales mare froze, her expression one of utter disbelief.

“Are you okay ma’m?”

“Did - did you just say ALL of them??” her eyes wide in shock, “I-I thought…”

“Oh, at least five…”

“Well!” she said in horror.

“They’ll be Rainbow Dash, Fluttershy, Pinkie Pie, of course Rarity and our wonderful sweet hostess, Applejack. I can’t wait - my very first sleepover!!”

The salesmare let out a huge sigh and sat down hard. Then she began to laugh. In moments there were tears streaming down her face as she found it hard to breathe from the release of shock.

“Did I say something funny?” Twilight asked innocently.

“Oh, no, sweetheart, it’s just when you said it was your first time I thought…”

Twilight cocked her head in puzzlement, then suddenly her eyes went wide and her mouth fell open. Her face turned a bright red. The sight of this brought fresh peals of laughter from the older mare. “I’m sorry dear, it’s just that… well one day it will be your first time and whoever he is, he will be a very lucky stallion.”

Twilight offered a very embarrassed smile but didn’t say anything.

“You go along now and have a good first sleepover. And say hello to Rarity for me.”

“Uh, sure, okay. And thank you.”

“Okay, you-you’re welcome.” she laughed as Twilight, still blushing, trotted quickly in the direction of Sweet Apple Acres.

Several moments later, as she was walking back to the Emporium, the salesmare stopped and looked concerned. “Oh my goodness. What will her friends think when she comes out dressed in that sexy little negligee?!” Then she smiled, “I can’t WAIT to find out from Rarity tomorrow!!”

I Want to Tell You

Author's Note

Next chapter to be published no later than 8-7-17Once again, sorry for the delay. I’m working on 4 chapters at once. This is the first of them. The second one is pretty short, the third is longer and the fourth is rather long and is, well... :twilightoops:

I Want to Tell You

I want to tell you

My head is filled with things to say

When you’re near

All those words they seem to slip away

-George Harrison,

“Fluttershy darling, why all the hurry? There’s plenty of evening to go.” Rarity approached her friend with a reassuring smile.

The pegasus, her coat the color of lemon chiffon, landed softly, and slightly out of breath. “Hi Rarity, oh goodness, I hope I didn’t frighten you. I promised Applejack I would help her get the animals ready for the fair tomorrow. Do you know where she is?” Fluttershy looked around the Apple family farmyard with a hint of panic.

“Calm yourself darling, it’s fine! Spike and Cherilee were over helping out along with the Crusaders. They all made quick work of it. Applejack is up taking a shower, she’ll be down soon. Here, let me get you a mug of this truly delicious cider. I’m not sure what’s in it, I think Rainbow Dash was here this morning helping to set it up. It certainly is very relaxing”

The two ponies walked over to the small keg. It lay on it’s side, submerged in a box full of ice with a hole cut in the side through which the tap exited. Rarity filled a mug and gave it to her friend.

“Thank goodness! I was so worried!” Fluttershy said, taking a sip. “Oh my, that is delicious, especially on a hot day like this. I felt so terrible, I told Applejack that I’d be here and I forgot. If Twilight hadn’t reminded me-” She took another sip.

Rarity suddenly lowered her mug, “You saw Twilight today? When?”

“Oh, well she was at my house about two hours ago. Or maybe an hour and a half.”

“What was she doing?”

“Well, we were watching the animals.”

“My, doesn’t that sound exciting,” Rarity said. Looking away and rolling her eyes.

“Well, um, I guess. They were mating. This cider sure is yummy...”

“Really??” Rarity turned back, suddenly very interested. “You and Twilight were watching the animals mating? What did she think?”

“Um, well, she seemed kind of interested…”

“How so?”

“Well, afterwards when we went into the house, she wanted to see some books on animals and their mating practices.”

“SHE DID??!!!”

Fluttershy jumped back and shied away at Rarity’s outburst.

The fashionista went over to her, “Oh I’m terribly sorry darling, I suppose I shouldn’t be so surprised, after all, she is a pony that does her homework when she is interested in something, and then nothing can stop her!” Rarity said with excitement. “Was there anything in particular she was looking at?”

“She was interested in, um, mares…” Fluttershy said worriedly as she pawed the ground.

“Ohhh!!” Rarity squealed and clapped her hooves joyfully.

“Goodness, Rarity, why are you so excited?”

“Oh, who me? Excited? I’m not excited, I er, am just glad that Twilight is getting over her, well darling let’s face it, she can be somewhat prudish…”

“Can she? I hadn’t noticed. When I came into the living room she had all my books on the floor opened to pictures of animals, you know...” Fluttershy paused and looked around then took a large drink of cider, leaned toward Rarity and whispered, “...doing it.”

“Doing what exactly, darling?”

“Um, well, I’d rather not say…”

“You don’t MEAN??”

The little pegasus blushed a deep red and nodded.

“I DO so love a well read pony!!” Rarity exclaimed brightly.

“Me too!!” Pinkie Pie squealed, as she bounded up to them, “Or well, blue, or well, cyan…”

“Hello Pinkie, I wasn’t talking about color darling, I was talking about a pony who was well educated. I enjoy the company of ponies who are familiar in the ways of the world.”

“I know a thing or two about the world. For example, did you know that there are 18 different types of dragons?” Pinkie said.

“Dragons?!! Oh my!!” Fluttershy ran behind Rarity, “Where, where?!”

“Right behind you.”

“AHHHH!!!...” Fluttershy screamed, then noticed that the dragon was rather short. “Oh. it’s Spiiiiiike.” Fluttershy instantly went to him. “And how is my adorable little dragon today?”

Spike glanced quickly over at Rarity. “Just fine, Fluttershy” he said, taking a deep breath and pushing out his chest, “Of course I did most of the work here with getting the animals ready. You gotta show ‘em who’s boss. I mean Applejack is good, and so is Big Mac, but sometimes it takes a dragon.”

“Goodness, I should say so. You are certainly a dragon of many talents! By the way, have you tried the cider? It’s very relaxing…*hic*...oh excuse me.”

“Uh, no, but thanks. It must be doing something for you Fluttershy” the young dragon said, looking at the pegasus with a dreamy smile, “you are looking more beautiful than usual today.” he said, stealing a glance at Rarity, “And that’s saying something. You really are something special.”

Rarity’s ears pricked up instantly at the clearly misdirected compliment..

Fluttershy blushed, “Oh Spike, you-”

Rarity pushed past a startled Fluttershy, going right up to the little dragon.

“Oh Spikey Wikey, aren’t you just the most adorable little thing, helping out Applejack like that!” Rarity cooed, giving him a little hug. His eyes rolled back in his head and he smiled dreamily, as he swayed on suddenly unfamiliar legs.

“Whatever you say Rarity.” Spike sighed as he leaned into her side, his smile never fading.

Fluttershy looked at the two of them and with a raised eyebrow, smiled, then hiccup edge again.

Twilight’s hooves barely touched the ground as they trotted happily toward the hill that led up to the Sweet Apple Acres farm. Just as she approached the bottom, she heard a beat of wings approaching and turned. The silhouetted shape of Rainbow Dash circled over her then landed softly.

“Hey Twi.”

“Hi Rainbow, on your way to Applejack’s?”

“Yeah, I figure it’s about time to get the party started.”

“Okay. When you get up there, tell them I’m coming.”

Dash landed in front of her with a wry smile. “Really? Want some help?”

Twilight rolled her eyes, “Just go start the party Rainbow.”

“Your loss,” Rainbow said with a laugh, “Oh - there’s Pinkie at the top of the hill, see you up there!” Rainbow Dash popped up and hovered above Twilight.

“Okay Dash, I’ll be up soon.”

As she approached the halfway point up the hill, Twilight became aware of an ever increasing tremble in her stomach.

Twilight! Why are you so nervous?

Because I have absolutely no idea how I’m supposed to tell Applejack that I love her.

Uh, she knows you love her.

Okay okay, that I’m IN love with her! Just how am I supposed to tell her? And how will I know when will the time is right?

Stop worrying and just relax!

I hope there’s someplace nearby where I can throw up if I need to…

Twilight felt the cool breeze lift the perspiration from her brow and back as she approached the top of the hill. She was now panting a little, and relieved to see everypony was there with the exception of Applejack. Fluttershy was talking to Rarity who had a clearly besotted Spike leaning against her shimmering white coat, his face an expression of pure bliss.

“Hi Rarity!” Twilight called out.

“TWILIGHT!” Rarity said, rushing toward the lavender unicorn, leaving a love drunk Spike to stagger and finally fall. “Oh darling you look gorgeous!” Rarity threw her arms around the startled pony and pulled her close. “It seems like forever since earlier today. Did you miss me darling?”

“Uh, yeah, I suppose.” Twilight answered, somewhat puzzled. She very vaguely remember seeing her at the Carousel Boutique. “That certainly was some strong cider you gave me. I’m trying to remember what we talked about.”

Rarity whispered in her ear, “Us, darling, we talked about us, and, you know, the love that dare not speak its name!”

Twilight, locked tight in Rarity’s arms, blinked hard then her eyes flew open wide.

“The WHAT??!!”

“Shhhh, it’s okay my darling, I understand,” she whispered again, “we must keep our love for each other away from prying eyes and ears.”

“Uh, yeah,” Twilight said, trying to hide her unease, “I’m uh, all for that!”

“Very well my love, I understand,” she whispered. “We’ll act as if everything were normal.”

“Sure thing - normal, and we can’t start soon enough.” Twilight flashed a cheesy grin. Just then she looked up into one of the window’s of the farm house. She thought she saw a flash of blonde mane, but it was gone.

Rarity released her. “It is so nice to see you again, Twilight. My, but you are looking well.” Her delivery was less than natural

“Thank you Rarity, and you are uh, looking, well too.”

In a flash, Rarity was muzzle to muzzle with Twilight, her eyes dreamy slits. “Do you REALLY think so so darling?”

Twilight pulled back. “Yes, uh, just fine.”

Suddenly Twilight found herself in the grip of two pink forelegs that had wrapped themselves around her from behind and, pulled her up on her hind legs. She gave Twilight a tight hug and in a rather loud whisper asked, “Twilight! Finally! Is it time?”

Twilight’s eyes opened wide, darting from one side to the other in search of a clue. “What’s going on? Are you two tag teaming me?” Rarity had turned and headed toward the cider keg. “So, uh,... Pinkie. Hi there. Is it time for what?”

“Time to tell the world, silly, remember?”

Twilight recalled the earlier conversation that day. Oh great, that’s all I need, Pinkie telling the world I’m in love with Applejack! “No Pinkie, no-no-no-no, why don’t we save that for later?”

“Oh. Well, okay. If you’re sure. I brought all the toys with me, you know for... I’m not sure who is supposed to be what, but I’m easy.”

“Ohhhh-kayyyyyy” Twilight answered in complete and utter bewilderment. Movement from one of the windows caught her eye again. Nopony there now. Pinkie continued to hold Twilight close from behind, her eyes shut tight as she smiled.

Rarity was suddenly back, face to face, her body pressing against Twilight’s,. “You told Pinkie Pie about us?!”

“There is no US to tell her about!!” Twilight exclaimed in frustration.

“Oh yes darling, of course, sorry about that, I almost blew our cover,” Rarity whispered.

Twilight blew out a sigh and rolled her eyes. “Right, our cover.” Twilight muttered. She looked down at the pink arms that held her close. “You can let go of me any time now Pinkie”

“Sure thing,” the pink pony answered, her arms still around Twilight. “Oh, I brought some snacks. Want some chips?”

“Thank you Pinkie, yes, I’d love some chips, just as soon as you let me go. Which would be fine anytime now.” The sarcasm in the young unicorn’s voice was utter lost on the other two ponies.

Rarity, stepped close enough to Twilight that their stomachs touched.“Oh darling, you’re hungry?” she asked seductively, “Why didn’t you say something dear? Please, let me find you something to eat,” she paused raising a knowing eyebrow, “I’d like to eat something too…” As she turned away to her right,, Rarity let the back of her left hoof brush against Twilight, just under her navel.

Twilight’s eyes flew open wide and her mouth opened to speak but nothing came out. “How about a drink, darling?” Rarity asked.

Twilight, her face still frozen in shock, nodded her head in several short shakes.

“Very well. I won’t make it too strong, after all we don’t want anything to dull our senses…”

Speak for yourself, sister… Twilight thought to herself as her senses returned. What the hay has gotten into these ponies? She went to move then realized that she was still held by Pinkie.

“Remember a few minutes ago when I asked you to let me go Pinkie? Let me remind you, it sounded kind of like this: Please let me go...”

“Let you go?? You need your space I suppose? Well that was sure quick. Wham bam thank you ma'am without the wham bam part! But I understand, you say you want your freedom, well who am I to keep you down? I know, if you love something set it free, if it comes back it’s yours, if not, it never really was…” Pinkie said, her voice one of melancholy followed by a sniff of emotion punctuating the sentiment. With that, Pinkie released her. “But know, there will always be an empty- Oh look, Dashie brought pretzels!! Yo Dashie!!” Pinkie bounced away.

“WHAT is going ON?!!” Twilight wondered aloud.

“Oh, um, hi Twilight, well here I am, as I promised.” Fluttershy said, looking down and pawing the ground with a hoof. She seemed to be swaying slightly.

“Oh thank goodness! A normal pony! I’m so glad to see you Fluttershy, you have no idea…”

“Well, um, yes, I kind of do. I mean without me you wouldn't have discovered how you feel about other mares. But I am so sorry Twilight. It isn’t that you’re not attractive, I mean I think you’re super cute and I can’t say that I don’t feel drawn to you physically, I mean you have a really nice body and um, well a really sexy rump that I could really sink my teeth into, metaphorically, of course, and late at night, when I’m alone-”

Twilight quickly cut her off

“That’s-fine-Fluttershy-I-completely-understand-and-I-hope-this-won’t-affect-our-friendship-because-I-do-love-you-as-a-very-dear-friend-and-I-would-hate-for-anything-to-come-between-us.” Twilight interrupted, then took a huge breath, recovering from the long exclamation.

Fluttershy threw her forelegs around her friend and pulled her close. Twilight rolled her eyes, “Great - here we go again...next time I’ll just bring a wrestling mat and a referee…” she muttered.

“Oh Twilight, I knew you’d understand! And no, this won’t affect our friendship at all,” the pegasus pony said softly in her ear, “I’m just not ready for any pony, place, or thing to try to pull the reins in on me, you know?”

Twilight was surprised by how strong her friend was. In fact, that she found it somewhat difficult to draw a breath. She did manage, with a good deal of effort to say, “Yes, Fluttershy, I do know, and thank you for letting me down easy. Now, would you let me down easy?”

“Oh goodness, oh yes, I’m so sorry Twilight.” she said, releasing her. Fluttershy sat down and looked at Twilight. She smiled and swayed slightly.

“Huuuuuuuuuuuhhhh” Twilight drew in a huge breath. As she did, she noticed, once again, movement in one of the farm windows.

Fluttershy's grin had become decidedly lopsided. She whispered to Twilight, “And, um if, you know, you ever want to just, you know, come over and…” Fluttershy leaned in close to Twilight’s ear, “...masturbate together…”

Despite what had been a day of intense workouts for Twilight’s eyelids, they once again flew open wide, perhaps wider than they had all day. “OH! Uhhh, well um, sure thing there Fluttershy… ” It took every ounce of self control for Twilight not to sound anywhere near as freaked out as she was. “Um, I’ll check my appointment book, maybe we can pencil something in for next week…”

“Um, okay…” Fluttershy smiled then took another large sip of cider..

The slamming of a wooden screen door that has been pulled shut by a long twanging spring is a sound found on the best of summer days and today was no exception. With the late day sun just starting to set behind her and the echo of the screen door fading, Applejack, fresh out of the shower and smiling at the sight of her best friends, walked out to the picnic table where four of them were gathered.

“Howdy there girls, glad y’all could make it.”

The four ponies turned at the sound of slamming door and smiled.

“Hey AJ! All done with your shower I see. Hope you’re smelling better than usual.”

“Hello Applejack darling, my don’t you look lovely.”

“Applejack! Do I smell *sniff sniff* 3 apple pies in your oven?”

“Oh, um, I’m so sorry Applejack, I know I promised…

The blonde farm pony turned first to Rainbow Dash, then went around to each of her friends,

“Thanks Dash, I’m sure I smell better than you.

“That’s kind of you to say Rarity, I sure do feel better gettin all that farm dirt off me.”

“Right as always Pinkie Pie, that is THREE fresh apple pies you smell;

and don’t you worry yourself Fluttershy, the crusaders and Miss Cherilee, and of course Spike, helped out and it all came together.”

In the ensuing silence, a tiny sound of crunched stones under hooves was heard. Twilight, standing off to Applejack’s left and slightly behind her, shifted her weight nervously.

“Hi Applejack.” Twilight said, sounding oddly shy.

The blonde pony turned and looked at Twilight. As their eyes met, the earth pony smiled sweetly. Twilight looked at the depth of those green eyes and how they reflected the late day sun, and felt a rush pass through her.

“Hi Twilight.” Applejack said softly. She paused for a moment, looking at her friend. “Are you okay? You look a little worried.”

“No, I’m fine. It sure is nice to see you.” Twilight said quietly

“Same here, sugarcube.” Applejack’s voice was warm. “Feel like a hayburger?”

“I’d love one.”

“Well alrighty then! Who wants a hayburger?” Applejack called out.

“How many ya got?” Dash yelled back.

………………………………………………………………………………...

“Another hayburger, anypony? Get ‘em while they’re hot!” The blonde farm pony called to nopony in particular. Three burgers sizzled on the flat slab of iron that sat atop large stones over a bed of glowing coals.

In the world of digestional delight, the few ponies who possessed the innate ability and culinary skill of Applejack were few and far between. Be it pies, tarts, grilled fruit, pancakes, waffles, a million different sauces, or any kind of vegetable stew, (and of course hayburgers, fries and onion rings) Applejack was known as one of the most talented ponies in Equestria.

“How about you Pinkie?”

“Thanks Applejack, but I had one, I’m saving room for the dessert. It’s a combination of strawberry cake with vanilla icing, cotton candy filling and the whole thing dipped in molten chocolate. And of course vanilla ice cream.”

Rarity looked at her, “But Pinkie darling, Applejack has three freshly baked apple pies! Whatever do you need the cake for?.”

“I never go anywhere without a backup cake! You gotta be ready for a dessergency!”

Rarity raised an eyebrow, “Very well, I’ll bite, what, pray tell, is a dessergency?”

“WHAT?!! It’s a DESSERT-EMERGENCY!! It’s too horrible to talk about in mixed company. They can strike at any time, and the results can be catastrophic!”

Twilight, reclining in a hammock strung up between two trees, giggled. She turned her head and watched as the fireflies floated around Applejack in their sweet and soft summer dance. A line from a song came into the young unicorn’s head, “...just like me, they long to be, close to you…”

Applejack moved and dodged her head, avoiding them but chuckling at the light show. One gently landed on her nose. She went cross-eyed looking at the little bug.

“Well howdy there. Forgive me for bein’ forward, but can I just tell you that that light of yours is a might impressive? I’ve been watchin you and let me just say I’ll bet most of the lady fireflies would find you to be quite the stud. Now stop bein so shy and get on out there and mingle - everything’s gonna be shiny - you’ll see.” The little light suddenly glowed brightly and the little bug flew off.

“Oh Applejack!” cooed Fluttershy, “that was just the sweetest thing I have ever seen! He was feeling so bad and now there are three girls flying around him!”

“I was? They are? Well what do you know - I got a little Fluttershy in me! Glad I could help the little feller out.”

“Oh you did! I never you cared so much about animals.”

“I guess I’m just full of surprises, even for myself. This last week or so has been a-might strange. First I meet Princess Celestia’s personal protege over there,” she said, nodding toward Twilight who blushed and smiled back. “Then all of a sudden we’re part of this group of ponies and we’re saving Equestria from a mythical legend who ain’t such a myth after all. Have you been feelin different, Fluttershy?”

“I guess - I mean I’ve never met a baby dragon before and I’ve never fought a real animal that was supposed to be a myth.”

“I was thinkin more, you know, inside like, I don’t know, somthin’s changed.”

“I-I don’t think so. Except maybe I feel closer to you and Rainbow and Pinkie and Twilight and Rarity.”

“Hmmm, well anyway we have a new friend and it’s a beautiful summer night, Princess Celestia has her sister back and all my best friends are here at the farm enjoying a nice meal, and tomorrow is the fair.” Applejack smiled and looked up at the deepening blue of the sky then out toward the little village below.

From atop Sweet Apple Hill, with all Ponyville spread out below, the view was unbelievable. For Twilight who lay back on a chaise lounge, the sight of Applejack, silhouetted against the incredible fire colors of the fading sunset, the sight was unforgettable.

Twilight noticed, with a small grin,, that a few fireflies were floating around her own head. One landed on her chest. She smiled at it.

“Looks like I ain’t the only one the little critters are attracted to…” Applejack giggled.

“Hey there little guy, are you taking a break from all the excitement? Oops- I guess not - that is quite the light you got there fella.”

Fluttershy walked over to her “Well actually, that isn’t a fella - that’s a lady firefly.”

“Really? How can you tell?”

“Well first by looking at the coloring on her back, then there are the type of wings she has.”

“Interesting.”

“Oh, and she told me.” Fluttershy said.

“Well I apologize little lady,” Twilight said, “I guess you must be a little tired from all the boys chasing you, you know how they can be…”

“Um, actually she doesn’t”

“What do you mean - oh look, here comes another one and he’s flashing his light too, now she’s flashing her light. Ohh, isn't that cute - he landed right next to her. That’s strange, he has the same markings and wings as she…”

“That’s what I was trying to tell you, you have two lady firefly’s on you.”

“REALLY?!!” Twilight said excitedly, “That is so cute! Even fireflies girls can have girlfriends! Do you see this Applejack?”

“Yeah. I’d say they're just confused from the smoke…”

Twilight’s excitement faded, “Oh, well, I guess that could be it.”

“Um, I don’t mean to contradict you Applejack, but from the way they’re flashing, the girl firefly on the left side has a crush on the girl firefly on the right side.” Fluttershy offered.

“Well what in tarnation are they gonna do? They sure can’t have any glow worms, so what’s the point?”

“They could just love each other you know!” Twilight said defensively, “Is there anything wrong with that?”

Applejack raised an eyebrow, shrugged, turned back to the grill and flipped one of the hayburgers. “Yeah, well, to each her own I guess...”

Suddenly Rarity was there, “Twilight? Please darling, let me get you another burger,” offered Rarity, “who knows - you might be needing your strength later.” the white unicorn said with a wink.

Twilight looked down, “No that’s alright Rarity, but thanks for asking,” she said softly, not looking up.

“Not at all darling. Would you like a mug of cider? I’m going for a refill.”

“Um. okay… thanks.”

Twilight turned her head away from the direction of the grill and looked off toward the mountains in the distance. She had left one of her legs dangling over the edge of the hammock to rock herself. Now she pulled it in and sighed. All she kept hearing was Applejack’s voice in her head, “Yeah, well to each her own, I guess…” Her chest felt heavy and all the joy seemed to have left her. She thought about just going back to the library. Suddenly the hammock started to swing gently on its own. She turned her head and found the concerned face of Applejack there as her hoof pushed the hammock gently.

“Are you okay sugarcube?” she asked softly. The tone of genuine concern touched Twilight deeply and she felt her emotions rise as a pain in her throat became almost unbearable. She nodded.

“Did I say something stupid? You seemed so happy a minute ago. And now…”

Twilight swallowed. It was incredibly painful. Seeing the real concern on Applejack’s face didn’t make it any easier, but she felt much better inside.

“It was about those fireflies, wasn't it? I’m sorry. Well, I reckon if two creatures really do love each other, that’s all that should matter. It's just, well, I… with two females I just don’t see the point. I mean why not just stay best friends-like us? Two mares ain’t never gonna, you know, do anything, no matter what Dash thinks. That kinda stuff is crazy - why would you ever do it if you didn’t want to have little ones? I seen plenty of animals on the farm mating and they’re gruntin’ and pantin’ and sweatin’ and doin’ what looks like a whole lotta hard work. Why would you go through all that if it weren’t to make a young’un - can you tell me that? It ain’t like there’s some kinda big magical deal that happens, it just makes babies and a sometimes a big mess. And as far as what Dashie was sayin’ about Princess Luna and Nightmare Moon, why on EARTH would anypony in their right mind put their face anywhere NEAR, you know, down there? Unless you was makin sure everything was alright. I just can’t imagine why. Do you have any idee- What?”

“So Applejack, you can’t think of a reason why two animals might, you know, have sex other than to have offspring?” Twilight asked, trying to hide her amazement.

“Of course not. Like I said before, it doesn’t look like any fun, so what’s the point?”

Twilight carefully asked, “You’ve never felt anything, you know, good down there.”

“Well sure!”

“Oh!” Twilight breathed a sigh of relief, “So you know what I’m talking about then.”

“Well I’m talkin’ about when you gotta use the little fillies room really badly, and then when you finally do, it feels really good. What are you talking about?”

“Uh, oh, yeah, well that was it…” Twilight said with a toothy grin.

“Yep, that always is such a relief. Hang on a sec, I gotta go check the grill.”

A torrent of thoughts and fears raced through Twilight’s mind. What if there is something wrong with Applejack’s anatomy? What if she can’t have an orgasm? She won’t have any interest in sex at all! Wouldn't that be just great! The one pony on earth that drives me to the point of desire where I actually have to discover sex.. and she has no interest in it!

Twilight’s stomach churned as she thought of never being able to make love to Applejack. Her initial desire had been aroused through a subconscious attraction to her friend. Twilight turned away and curled up into a ball in the hammock. The churning in her stomach was a raging storm now, and as she thought through it, the truth of the concern and the nervousness that had accompanied her desire, slowly came into focus.

Has this always just been about sex? Am I just a filly fooler that wants to have sex with AJ because she is so cute? I do love her, but am I really IN love with her? Why not one of the other girls? Rainbow Dash - let me think… Really adorable and fun, totally loveable… would I…?

She looked over her shoulder at the hovering pegasus who was talking to Fluttershy at the picnic table. As Dash turned slowly in the air, Twilight looked at her body. She saw her laugh and smirk. Then Twilight looked down the front of her cyan coat, down between her legs. Dash’s muscularity made her pubic cleft almost impossible to see, so Twilight had to concentrate to imagine it and imagine what sex with her would be like.

Oh yes - I would definitely have sex with Rainbow Dash. What about Rarity?

Twilight looked over at the unicorn. Very shapely, very voluptuous, very desirable.

I could certainly see myself having sex with Rarity - I guess I was wrong earlier about not being a filly fooler. Now that I’ve let down some of my walls, I’m discovering that maybe I’m not the pony I thought I was. How about Fluttershy?

She glanced at the yellow pegasus.

Not my first pick for a lover, but I suppose… Pinkie? She is utterly loveable, but as a sex partner? I don’t think I’d like my sex that random, at least what little that I know about it.

Twilight looked back at Rainbow and thought about having sex with her. She let her mind conjure graphic images of her mouth over Dash’s sex, tasting her and teasing her. She continued with thoughts of the two of them exploring each other’s physical desires, experimenting and playing. As Twilight’s body began to respond to the thoughts, her emotions began to break through. Carnal thoughts and desires fled before the pain of the realization.

I’ve been wrong. I’m not in love with Applejack after all…

The feeling of loss and utter humiliation overcame Twilight and she turned back into the hammock, once again clenching into a tight ball She choked back the feelings and fought not to let them consume her. She tried to focus on all her new friends, and nothing else.

“Twilight?”

There was real worry in that one word and Twilight turned her head. Through her teary eyes, she could see the image of Applejack trotting toward her, a deep look of concern on her face. Twilight felt the focus of that concern and attention and at that moment, as she looked into her eyes, she knew that it had not been about the sex or about her hormones or about Applejack being cute. It had been about love, and now there was not a trace of doubt in her mind. Despite the tears, Twilight could see it clearly in Applejack’s face, whether AJ knew it or not. Off to the side there was a scream and a crash from the direction of Pinkie Pie but neither pony looked away as Applejack came closer. The look of concern grew grim as the blonde earth pony saw the tears in her friend's eyes.

Twilight turned toward her in the hammock and couldn’t stop herself from reaching out to her any more than she could keep herself from needing her. Applejack sat next to the low slung hammock and without hesitation took her friend into her arms. Twilight closed her eyes buried her face into her friend’s coat as she pulled her close. Applejack’s scent filled Twilight’s first breath and a feeling of safety, security and calm instantly surrounded her like a blanket.

“It’s okay, it’s okay,” Applejack whispered as she held her. “Just take it easy, I’m right here.”

Twilight exhaled and her anxiety began to melt away. There were no questions from Applejack, no “what’s wrong?” or “are you okay?” Just that everything was okay and that she was there. It was exactly what Twilight needed to hear.

“I just love you so much, Applejack,” Twilight managed to say, her voice strained with emotion.

“And I love you too Twilight.”

Twilight leaned back and looked at her friend. Applejack was smiling as she reached up and with her hoof, pushed the tears from Twilight’s cheeks. She brushed the unicorn’s bangs a little to the side and smiled at her.

Twilight smiled and sniffed, “I-I don’t know what happened. I might be coming into estrus or maybe, uh…”

“...you needed a hug.”

Twilight nodded and her chin wrinkled up as she pulled her friend close and let out a little cry.

More perfect words. Twilight had never really seen this tender side of Applejack but somehow she knew it had been there. As they hugged, Twilight felt more of her worry and anxiety leave her. She leaned back again and saw that those amazing green eyes were now filled with tears. Applejack smiled and whispered, “I love you too Twilight Sparkle, and I have since the moment I saw you. I knew I’d found my best friend ever.”

They hugged each other tightly. Twilight could be happy with that, as long as they could be together. The pulled apart and looked at each other, teary eyed and smiling. Two fireflies circled nearby.

“You know what Applejack?” Twilight said with a sniff, “I think you’re right, they just wanted to be really really good friends.”

“They’re best friends… Oh, hey there Rarity.”

Rarity’s approach slowed and she regarded the two of them coldly. “Hello Applejack,” she answered, “I took the liberty of bringing you a mug as well. If you and Twilight here can manage to disentangle yourselves,” she snapped, “I'll give them to you.”

“Well ain’t you the sweetest thing. Twilight and I were just gettin a sappy and saying how we're are so happy just being best friends.”

Then she looked at Twilight and winked.

“Oh!” Rarity chirped happily, “is that all? I mean, well that's what friends are for. Now Twilight darling, let go of Applejack and take your cider“

“Oh, uh, thanks Rarity, that is so nice of you.” Twilight said absently. Puzzled by the wink. She decided to let it go as she sat up and took the mug.

“Look at you two, crying like a couple of school fillies. So much drama! Here darlings, clean yourselves up.” Suddenly two soft towels appeared in front of each of the ponies. They gratefully accepted them and wiped their eyes and cheeks.

Applejack then raised her mug, “To really, really good friends...” she said.

Twilight and Rarity held their mugs aloft as well.

“....and to where that friendship might lead.” Twilight said, smiling as the mugs knocked solidly together .

“Here, here!” Rarity chimed in lustfully. The three brought the mugs to their lips and drank. As they drank,, Rainbow Dash hovered over to them and landed. She looked at the three of them, cocked her head in confusion, shrugged, and raised her mug. After a perfunctory, “Yeah, whatever,” she tipped it back and drank her tankard dry.

“Say, this here’s delicious! What keg is it from?” Applejack asked, licking her lips.

“Glad you like it AJ.” Dash answered, “It’s one of my own concoctions. I wanted to liven things up, but not get everypony sloshed, so I took the regular cider and mixed in a little of the XX stuff. It’s pretty weak, but it’s good enough to get you a pretty sweet buzz and relax you. I know how certain pony’s are a little more lightweight than others.” she said, looking at Twilight.

“Hey!” the unicorn objected.

The other three laughed. “You can be played so easily, Twilight.” Dash said. As she noticed the flash of hurt on her face, Dash immediately said, “It’s one of the things I just love about you.” Dash was happy to see the smile return to her friend’s face.

“Among many, many other things,” Rarity said seductively. She surreptitiously ran her hoof under the hammock, caressing Twilight’s rump and thus eliciting a shocked look in her direction from the unsuspecting pony. Before Twilight could voice an objection, however, Applejack held her mug high once again, saying, “To the very loveable, Twilight Sparkle.” In a moment, both Rarity and Dash joined her.

“Wait!” Dash yelled. She looked in her mug, then leaned over and looked in Twilight’s. Without a word she grabbed Twilight’s out of her hoof, shoved her own empty one into Twilight’s hoof, and raised the fresh one high as Twilight laughed. “To the cool, no, to the second coolest pony in Ponyville - Twilight Sparkle!” The three ponies raised their mugs, then brought them to their lips and drank.

Twilight didn’t bother to stop the tears that fell to her smiling cheeks.

“Are you sure I can’t get you another burger, darling?” Rarity asked Twilight.

“I’ve already had three and a barn full of fries, Rarity. Are you trying to fatten me up?”

“Perhaps darling, but I’m sure together we can think of some way to work those calories off…”

Twilight smiled at her, and shook her head. “I have to use the little fillies room anyway,” she said, sitting up in the hammock and turning. She turned to Applejack who stood beside her, “Everything is just so delicious AJ. I don’t know how you keep your figure so beautiful.”

Rarity, who was sitting next to the hammock, suddenly looked away.

“I reckon it’s all the apple buckin’.” the earth pony answered. “But I ain’t got nothin’ on Rarity - she’s the hottie with the body…” Applejack was pleased to see the cloud that had suddenly appeared on the fashionista’s face, disappear and be replaced by a flush of pink to her cheeks.

“Why thank you Applejack! You do say the kindest things!” Rarity stood up gave the hammock a small but firm bump, causing Twilight to blink. “I must say I do work terribly hard trying to keep myself looking my best.” she continued, walking around in front of Twilight. “Who knows where you’ll find your certain, special somepony.”

As the hammock swung toward her, Rarity continued, “They could be right, under, your, nose!” and with the tip of her hoof she gave Twilight a tiny boop on the tip of her nose, leaving the lavender unicorn to blink. Rarity winked at her, turned away and with a one of a kind walk, strolled slowly away from the two of them.

Applejack watched her with a puzzled expression. “What ya reckon all that was about?”

Twilight, blushing, stammered “I, uh, have no idea. You know Rarity, very mysterious.”

“Really? I never thought so.” Applejack said, raising her eyebrow.

“Hey AJ! How about dessert? This pony is sure ready!” Rainbow Dash hovered above the two ponies and landed.

“I can only imagine how you burn all your calories Dash!” Twilight laughed.

“Don’t you believe it sister…”

Twilight hopped out of the hammock, “Hey Rainbow, I’ve been meaning to ask you, do you remember earlier today when we were near Fluttershy’s, did we walk into the woods?”

“No. I don’t think… hey wait, that’s right, we did, That place is like ultra weird! Most of the time I totally forget like, that it even, you know, exists. Then suddenly I remember, like totally out of the blue. I don’t know where it leads because everytime I head in there, all I can remember is walking out again, feeling really good. There may be some kind of magical spell over there or something.”

“Well I don’t think I’ve ever heard of a spell like that,” Twilight replied, “I mean there are memory spells but they’re very tricky and very dangerous. Anyway that’s a relief, I thought it was just me. I don’t remember anything, except I did feel very nice when we were walking out. It was much later in the day than when we walked in.”

“Yeah, I think there was like this one time when I went in after finishing work with the clouds at like one in the afternoon. Next thing I know I’m like walking out and it’s sunset. I wish I could remember what happened in there.”

“I’ll have to see if I can find any books in the Canterlot library about it. I thought I was going crazy. The last thing I could remember was we were talking about-” Twilight stopped, wishing she had never opened her mouth.

“What?” Applejack asked.

“Sex” Dash said. The word Twilight is looking for is sex…”

“Oh, uh, um, was that it?” Twilight asked, her cheeks a bright pink, “I wasn’t clear on remembering exactly what…”

“Take my word for it Twi - sex was the topic you were asking about. You wanted to know how your friend, who was a filly fooler-”

“DASH!” Twilight suddenly interrupted, “Sooo, how about those Wonderbolts?! They’re really something!” .

Dash raised a skeptical eyebrow. “You do realize I’m going to keep going with this, right?”

Twilight sighed and closed her eyes, nodding in defeat.

“Good. You were asking about your friend who was a filly fooler and how she would know how to please her mare-friend.”

“REALLY???!!!” Rarity suddenly shoved past Dash and lunged toward Twilight. “Is this true Twilight? Oh that is SO thoughtful!!”

Nopony said anything.

Crickets chirped. Two fields over a cow softly mooed.

“I-I mean for her friend.” Rarity stammered, “It was really thoughtful for her friend!”

Twilight’s cheeks blushed a bright red as she scouted the ground in hopes of finding a deep hole she could crawl into.

“I ain’t exactly sure how the topic turned to sex,” Applejack said “but Apple Bloom is still here and I’d kindly appreciate it if ya’ll would change the topic to something a little more family rated. At least until she heads over to Scootaloo’s for the night.”

Twilight’s head popped up, her smile was there but a bit hesitant. “Apple Bloom won’t be here tonight?”

“No, I figured we’ll be up all night chattin’ and laughin’ which means she won't be sleepin. I figure she may as well not sleep with her friends as not sleep here. She said they were going to make ice cream. Another cutie mark test, I reckon”

“Yes,” added Rarity, “Sweetie Belle took a half gallon of fresh cream, left the shop and went straight there.”

“And as you know, Granny Smith is at her cousin, Apple Strudel’s. They’ll be comin’ in tomorrow on the noon train to judge the desserts at the fair with Pinkie Pie. That happens at around 3, so it’s just us girls here tonight.”

The possibilities were not lost on Twilight, but she no longer felt the pressure to find a time when she could get Applejack alone and tell her how she felt. If they got some alone time, that would be great, if not, there would be other times in the weeks and months ahead..

The screen door slammed behind Spike, Big Mac and Apple Bloom as they came out of the house and toward the picnic area.

“Big Mac and I are heading to the library. You girls have fun. We’re having a guys night!”

“eYup. Oh, Applejack, the three of us had some pie - they’re better than the last batch.” the red Clydesdale said.

“Aw Big Mac, you say that every time” Applejack said with a blush.

“That’s cuz it’s true, sis. Anyway, we’re off for a night of comic books, and hoofball card trading.”

“That sounds like fun,” Twilight said happily.

“I’m going with them as far as Scootaloo’s. See y’all tomorrow at the fair!” Apple Bloom ran up to Applejack and gave her a hug. “Later Sis, and Big Mac is right - these pies are better than the last ones..”

“Thank you Apple Bloom, and thanks for all your help today. Now git along you three.” As the three of them headed off down the hill Applejack called out. “Y’all have a good time, and Apple Bloom, don’t over-do it on the ice cream!”

Pinkie Pie rose slowly from behind Twilight’s hammock.

“AHHHH!” Twilight screamed, “Pinkie, you’ve got to stop doing that!”

Pinkie droned as though in a trance, “Unless your sentence contains the words ice cream, cake, pie or dessert, I have no idea what you said Twilight.”

“No of course you don’t” Twilight said, rolling her eyes, ‘but dessert does sound pretty good.”

Pinkie continued droning, “I’m glad to see you’ve come to your senses, Twilight Sparkle, it will go better for you and the rest…”

“Of course it will Pinkie.” Twilight answered, smiling.

Fluttershy walked over to the group, “Um if it’s okay with everypony, I mean I don’t want to force anypony, but would it be okay if we had dessert inside?”

“Yeah,”

“Certainly,”

“Okay,”

“I’m cool with that,”

“Deserrrrrrrrrrrrrt…,” the voice droned.

“I’ll tell you what” Applejack suggested, “why don’t we all put our night clothes on and then come out to the living room, sit around and have dessert.”

“Oooh, I like that idea!” Pinkie exclaimed, her usual perky self. “Strategically it puts us closer to the fridge…”

Applejack held the door open as her five friends and Winona, her border collie, walked into the house. “I’ll show you all where you can settle in and put your stuff. Grab your saddle bags and follow me.”

At the top of the stairs, Applejack turned to them, “Okay, this door at the end of the hall is Big Macintosh’s room. Twi, you can stay there. Then the next room is the guest room, Rarity, that’s for you. Fluttershy - you and Pinkie can stay in the room next to Rarity which is Apple Bloom's room, and Dash, you can stay in my room, and I’ll stay in Granny Smith’s room. I’d offer it to one of you, but it kinda smells like old pony. Now Twilight, you and Rarity will have to share a bathroom - it’s between your bedrooms and Dash, you and I share the one between Granny Smith’s and my room. Everypony okay?”

“Yep” they answered.

“Then let's all get our nightclothes on and meet downstairs for dessert.”

“Yeah!” They all replied.

Rarity’s could barely suppress her glee at the news that she and Twilight would share a common bathroom. Each of the pony’s went to settle in. Rarity placed her saddle bag on the bed and went to the bathroom door. She opened it and saw the door on the other side that led to Big Mac’s room, or Twilight’s bedchamber as she preferred to think of it. She went in and gave a soft knock.

“Come in.”

Rarity opened the door and went it. “Hello bathmate. Won’t this be fun? Who knows what kind of mischief the two of us could get up to…”

“Yeah, who knows…” Twilight said with an uncertain smile.

“Toodle-loo, see you later…”

“Yes, toodle-loo…” Twilight replied as Rarity closed the bathroom door behind her.

Twilight went over to the bed and pushed it down with her hoof. She climbed up and lay down to get a feel of the mattress and the pillow.

Then she sneezed…

I Saw Her Standing There

Author's Note

I know, I know, it’s very short,
But fear not, the next chapter is well on its way... (like later this week...)
(thought I’d give you a taste...)

I Saw Her Standing There

“Well she was just seventeen
And you know what I mean
And the way she looked
Was way beyond compare
So, how could I dance with another
When I saw her standing there.”

I Saw Her Standing There.

-Lennon and McCartney

“Okay, now everypony get your nightclothes on and we’ll meet downstairs for dessert,” Applejack called out.

The ponies split-up into their rooms and pulled the doors closed behind them. After a short time Applebloom’s door opened and Pinkie stepped out in her bunny pajamas. Prints of various cakes and candie’s covered the fabric. Her tail poked out from the flap in the back. Fluttershy emerged from the room next in a long nightshirt with prints of butterflies all over it. They both went straight downstairs to the kitchen to start dessert preparations.

Next, Applejack's bedroom door opened and Dash stepped out in her flannel Wonderbolt outfit. It was a bit frayed around the edges, she wore it almost every night. She was followed by Rarity in white silken pajamas with red piping and a cursive “R” in the middle of three sapphires on her flank.. The two walked down to the kitchen.

“Looking good their Rares! I like the shine…”

“Why thank you Rainbow Dash. I can’t wait to see you in a REAL Wonderbolts uniform!”

“Yeah, well, from your mouth to Spitfire’s ear. Who’s here in the kit- yep, it’s Pinkie. So how do the pies look?”

“Round, silly! Well two are round, one is only half round - Big Mac, Spike and Apple Bloom ate the other half.” Pinkie said, protractor in hand, carefully measuring what was left of the partially eaten pie.

“Goodness, those pies smell heavenly! Applejack certainly knows how to bake.” Fluttershy inhaled deeply through her nose.

“Applejack is my go-to chef. Mrs. Cake says the same thing, when she runs into trouble, she sneaks over here to get help with her pastries. But tonight, we have very important decisions to make - there are three different ice cream flavors to choose from.“

Rarity opened the freezer and looked inside. “Well personally I’m going with Pinkie Pie. She tells me she is not in a particularly sweet mode tonight, and therefore I can expect something balanced.”

Twilight opened her saddle bag and removed a number of items, her comb and brush and other small things, placing them carefully on one side of Big mac’s dresser. She then removed the shiny box from The Carousel Boutique. She placed it on the bed and smiled as she opened it, her cheeks blushing. As she lifted it out with her magic, the smile began to fade.

Oh nooooo! This is that other outfit!! The see-through one!! I know there’s nothing to really see, but it’s the idea behind it!! It’s so, well, suggestive!

Twilight went to the mirror and held it in front of her. She stood up on her hind legs to look at it. Hmmm, may...beee….Twilight put her fore legs up and lowered the sheer negligee over her head. She took the incredibly short, utterly see through panties and pulled her tail through the hole.

What is the the point of these?!" She turned and looked at her body and how the shimmering see through fabric highlighted her hips, flank and rump. "I mean... " then she saw her cutie mark through the sheer silk as though it were something to be kept private, but now could be seen...

Woahhhhhh... she gulped. She turned, faced the mirror and sat down. She looked between her legs and flexed the muscles around her pubic cleft, watching it open and seeing herself through the fabric. A wave of desire passed through her and she saw it suddenly contract on its own. She felt a tiny bit of perspiration break out across her body.

I hope Applejack likes it as much as I do. It sure isn’t me though… I’m not sure even Rarity could wear this, it’s so provocative.

She stepped back then strolled past the mirror, glancing as she passed, and stopping.

“Well hel-lo there... and what’s your name little Pony?”
“Who me? Oh well it’s Twilight.”
“Twilight, my what a pretty name for such a sexy pony...”

Twilight giggled at the imagined conversation.

She sat on the floor and watched it drape around her. She looked at herself in the mirror. It was even sexy while she was sitting down.

There must be a way I can wear this without it making me look so...well… As Twilight moved around, every position seemed more alluring than the last.

There was a soft rapping at the door. “Twilight? You ready? The rest of the girls are already downstairs. If you want some pie, I’d get your little rump down there before Pinkie eats it all…”

“Hi AJ, Just about. Let me run a quick comb through my mane and I’ll be right with you.”

“Okay, see you there.”

As Twilight pulled the brush through she began to smile. She hadn’t ever thought of herself as being particularly attractive, at least not in the sexual sense, but seeing herself in the mirror, she had to admit, she wasn’t all that bad.

“Applejack! Isn’t that nightshirt darling! I love all the little prints of pine cones and the spray’s of white pine needles. Very woodsy and lovely. So fitting.”

“Thank you Rarity, it was my Momma, I mean my Mom’s. I’ve always been partial to it.”

“I can certainly see why. So where is Twilight? Is she coming down?”

“eYup. She said she’d be here is a minute. Glad to see y’all have your pie and ice cream.”

“We have one for you right here,” Pinkie said, offering her the plate, “apple pie and we chose the apple cinnamon ice cream to go with it.”

“You know my tastes Ms. Pie,”

“Awww, just a lucky guess.”

Both ponies laughed as they followed the others into the living room. They sat down on the thick rug and slowly enjoyed their dessert.

“So where is slowepoke Sparkle? She always gives me grief for being late.? Raibow said, wiping her chin with the back of her foreleg.

Just then Twilight turned the corner and began to walk down the stairs into the living room. She paused halfway down on the small landing.

Rarity’s looked up at her and froze. Her fork and plate crashed to the floor as she stared, gaping and wide-eyed at the sight.

“Whoooahhh” Dash said, her foreleg stopped midway across her chin

“Oh MY!” Fluttershy exclaimed.

“Sweeeet…” Pinkie said with a smile.

Applejack’s fork stopped halfway to her mouth, which, for the moment, seemed frozen open.

Twilight looked at her, then softly bit her lower lip and blushed. With a voice as breathy and knowingly innocent she asked, “How’s the pie...?”

Helter Skelter

Author's Note

Chapter 11 is done. Chapter 10 (the one after this one) is about a third done, but it’s short. :raritywink:

Helter Skelter

“Well do you, don't you want me to make you?
I'm coming down fast but don't let me break you
Tell me tell me tell me the answer
You may be a lover but you ain't no dancer
Look out! - Helter skelter…”

-Helter Skelter,
Lennon & McCartney

Twilight looked down at her friends and giggled. Rarity sat there just staring and made no attempt at hiding her desire. Fortunately, being closest to Twilight, none of the others saw her lurid leer.

Twilight, trying to get a sublte read on Applejack, didn’t notice.

Dash was unaccustomed to seeing any pony dressed (or undressed?) like this, so the sight of sweet little Twilight Sparkle standing there dressed like that, blushing and giggling, left the cyan pegasus in a state of awe. Her wings slowly began to unfold as her young body started to connect with her subconscious desire. Dash was not fond of being told what to do, even by her body, The idea of always being in control was important as was being the best, which included being the hottest. (Rarity notwithstanding). As a result of this dynamic a familiar part of who she was surfaced. Competitiveness. She looked down at her worn Wonderbolt flannel pajamas then up at Twilight. “Hey Twi - so what’s with that little getup?” Dash asked, trying not to sound defensive.

Twilight slowly let her ears fall and looked at Rainbow with big sad eyes. “What’s the matter, don’t you like it?” she asked with a little pout. Then turning around she looked at her body as though admiring it or seeking a flaw, then back down at Dash.

Twilight Sparkle’s pout was never used to manipulate. Well rarely, for it possessed incredible power and when employed never failed to grant her instant forgiveness - including the time when she was very young and thought it would be nice to surprise a certain sleeping monarch by taking some scissors and trimming her tail… In an intimate setting, it was quite a thing to behold but a pouting Twilight Sparkle, adorned in a sheer Babydoll was utterly devastating. She looked down as though scolded, then looked up with her pout turned up to 11.

“Should I take it off?” she asked demurely.

Fluttershy’s wings popped up so hard they made a sound.

A string of drool fell from the corner of Rarity's mouth.

Rainbow Dash fought to keep her wings from spreading, but in the end, she was no match for her libido.

Pinkie sidled up to Rarity, “Isn’t that from your shop?”

“Uh-huh” the unicorn answered staring dumbly.

“Bet you never dreamed you’d see Twilight in it.”

“You’d lose that bet…” Rarity mumbled, still utterly transfixed.

Twilight stood and sauntered down the stairs, hips swaying softly, and walked up to Rainbow Dash.

“You know Rainbow, it’s not what the pony is wearing, it’s the pony that’s wearing it...” she cooed and gave her a little nuzzle.

With her muzzle she hit Dash’s tickle spot and sent the pegasus into a short giggling laugh. Suddenly every pony was laughing, including Twilight.

“Did you do all this on purpose?” Dash asked.

Twilight giggled, “I sure did. It was my way of showing you that I’m not the only one that is easy to play. You just need the right kind of, uh, bait. So now who’s the one that’s so easy to play?”

Rainbow turned bright red. “Good one Twilight. You catch on fast.”

“I do happen to read more than just books about magic you know…”

“You gotta show me that section of the library, Twilight,” Dash said with a horny grin. ”That’s some studying I could so get into, as long as you give me the final...and make it an oral exam.”

“Rainbow!!” Twilight exclaimed, “Must you always?”

“Every time I get the chance...”

Twilight smiled and rolled her eyes, “So, where’d Applejack go?”

Fluttershy looked around, “Oh, um, I think she went into the kitchen to get you some pie and ice cream.” The young Pegasus had recovered from her initial reaction and her wings were slowly folding.

Twilight scowled then went into the kitchen and found her friend in there cutting a piece of pie.

“Hi AJ. so what do you think?”

The blonde pony smiled and looked at her quickly before turning away., “It’s real cute Twi. I was trying not to laugh in there at all the others. I knew you were just having a little fun with them.” Applejack put the pie up on a shelf and covered it.

“But do you like it? Do you think it makes me look, well, you know...”

“It’s really nice and you look great in it,” she answered quickly, her head in the freezer now, looking for the ice cream.

“Thanks.”

Applejack leaned into the ice cream and dug out a scoop, carefully placing it on the slice of pie. She suddenly grimaced.

“Applejack, are you okay?”

“Oh, yeah Twi, just a cramp,” she said, paying close attention to putting the lid back on the ice cream tub. “So, what made you decide to wear that?”

“I didn’t have anything at home so I went to the Carousel Boutique. I thought maybe something nice would be fun. This is my first slumber party. Do you like it? It has this top and then it has these little panties with a hole for my tail. I admit it’s not exactly slumber party wear. I didn’t mean to buy this, actually, I thought I was buying something else.”

“Well that’s something else alright.”

“Do you like it?”

“Yes, it’s gonna make some stallion crazy one day.” Applejack said, her back still to Twilight.

Twilight went up and with a silly grin asked, “Does it make you crazy?”

The blonde earth pony sighed. She stopped washing the ice cream scoop and turned around, facing Twilight. She drew in a deep breath and sighed, “Twilight, there’s somethin’ I gotta tell-”

“Twilight Sparkle!!” Rarity called out as she entered the kitchen, “What ever possessed you to purchase that? It happens to be the most alluring, provocative, and sensual piece I sell, That’s why it’s in the back of the shop. I cannot tell you how flattered I am that you chose to wear it - especially out in public! I must say I thought it was quite, well, as I say alluring when I saw it on the model, but on you, it’s utterly stunning.”

“Thank you Rarity. Oh, I didn’t have enough money to pay for it, so let me know what I owe you…”

“Please darling! I’m sure we can work out something later…”

“Hey, sexpot- what do you want to do after we finish dessert?” Rainbow Dash asked as she strutted into the kitchen. “Feel like a game of charades?”

Rarity smiled, “Rainbow, darling, char-ahds sounds simply lovely, however I arranged to have some pieces from the shop sent here with the idea that we might put on a little fashion show for each other.”

“Sounds like fun Rares - I’m down with it. Where are the clothes?”

“I’m not sure. Applejack? Whatever became of the box that I had sent her from the boutique?”

“I think Big Mac put it in the front closet,” Applejack said, walking out to the hall and opening the closet door, “lemme see… Yep, here we are.”

“Oh wonderful! So let me explain how this little game works. If you’ll look in the box you’ll notice all those paper bags. Each bag contains an outfit. You may notice they’re all stapled shut. Here is the game: we are going to build a small stage and runway, then with the curtain and rod that are packed here we’ll have a place to make our entrances. Then, each of us will select a bag, go behind the curtain. We then open the bag and put on whatever outfit find there and come out from between the curtains to model it. I have no idea what my assistant chose, but it should be very interesting. It will be a big surprise to both the model and the audience!”

Applejack and Fluttershy looked at each other worriedly “Um, well, I guess…” the yellow pegasi said uncertainly. Then she took a big swig of cider.

Applejack raised an eyebrow, “So even if we don’t want to wear it we still gotta?”

“YA STILL GOTTA!!” said Rainbow with a laugh.

--------------------------------------------**-----------**-------------------------------------------------

“NO WAY!! I am NOT wearing this!!” Rainbow Dash’s voice carried far and wide from behind the curtain. “I CAN HEAR YOU LAUGHING OUT THERE APPLEJACK!!”

“Well you did say ‘you gotta!’ Or don’t that apply to you?”

“I don’t care! I am NOT wearing THIS!” The voice from behind the curtain yelled.

“Okay, hang on there sugarcube, I'll trade ya…” Applejack stood and started to walk around behind the curtain.

“Uh-uh,” Rarity corrected, “Rainbow Dash, first you must return your outfit to the bag and fold it. Then you shall bring it out here and make the trade. I’ll have you know this is highly irregular and not at all in keeping with the spirit of the rules, however, in this case, I’ll make an exception.”

“Gee, thanks,” Rainbow muttered as she came out from behind the curtain. The two ponies exchanged bags and Dash returned behind the curtain. A tearing of paper was heard.

“ALRIGHT!! THIS IS AWESOME!!” Dash cried out from behind the curtains, “Hang on girls and prepare to be amazed!”

“I really don’t have the slightest idea as to what it could be. Unless…”

“Ready!” the call came out from back stage. The lights went dim, except for spotlights from Rarity and Twilight’s horns. They stood behind the others and shone their lights on the little stage.

Rainbow Dash stepped out in a sheer tight shiny lycra body suit. It was Rarity’s take on the Wonderbolt’s uniform and by all accounts it was quite an improvement. It clung to every part of Rainbow Dash’s body like a second skin. For the first time that night Rarity stopped glancing at Twilight. Dash’s curves, not always evident, were on full display and the sight of her flexing muscles were drawing the attention of everypony. Dash snapped her tail back and forth as she strutted down the “runway” and back. Fluttershy blushed as her wings began to open again. Pinkie’s fork stopped in mid-bite. Applejack’s tail began to snap back and forth as she stared. It was said to be a sign of arousal.

Twilight watched Applejack's reaction and clenched her jaw.

Rarity smiled with more than simple admiration, “I must say Dashie, I never imagined that outfit looking so…”

“Awesome?”

“Well I suppose one could use that adjective, however, I had something a little more stimulating in mind…”

“You look AMAZING!!!” Pinkie exclaimed. “That looks like it was painted on you!”

“Yeah, it feels like it too, and it feels kinda good. It's so tight. It goes right up into my-”

“SOOOOOOO Rainbow, you look just like a Wonderbolt!” Twilight interrupted, “only better!”

“Oh my goodness Rainbow Dash, you look like you were meant to wear that. “

“Thank you Fluttershy, I've always thought that being a Wonderbolt was my destiny.”

“I wasn't talking about the Wonderbolts, I was talking about you. You look so...nice.”

Rainbow walked to the end of the runway, stopped in front of the lavender unicorn and snapped her tail. “Well Twilight? Too amazed to speak? Kinda puts that little number you were wearing to shame - wouldn’t you say?”

“Yeah, well, whatever. You look great. Who’s next? Applejack? How about Applejack?”

“Aw shucks Twilight, let Fluttershy or Pinkie Pie go next.”

“No!” Twilight’s voice was a bit more stern than she’d intended. “I mean, why not you? We’re all wondering what Dash was so adamant about not wearing.”

“Yeah,” Rainbow chuckled, “You show ‘em AJ!”

The blonde earth pony glared at her. “Thanks, Rainbow.”

“No problem farm girl!”

Applejack stood up and slogged backstage. The sound of the bag being opened was followed by a huge sigh. “Great, just great”

Rainbow Dash squealed in delight.

“What is it Rainbow?!” Twilight demanded.

“You’ll see soon enough…”

Sounds of rustling fabric was heard. It was quite a while before Applejack announced that she was ready.

The lights went dim and the spotlights hit the curtain.

Applejack walked out.

Rainbow started laughing, but nopony else did. They gasped and stared. As Dash got a better look at Applejack, her laughter stalled and died.

“Oh my heavens Applejack, you-you look gorgeous!” Rarity said without thinking.

Nopony else said a word, they just watched as Applejack walked down the runway, their heads turning as she passed them. Fluttershy let out a sound usually reserved for when she saw puppies and kittens. Pinkie’s smile trembled emotionally as Applejack passed her.

Slowly, her eyes cast down, the earth pony walked down the runway toward Twilight, who was absolutely frozen to the spot, unable to breathe and unwilling to blink.

For the construction of this piece, Rarity had chosen the finest white silk and satin, picked the most perfect pearls, selected the purest taffeta, picked and dried the most delicate baby’s breath, and hand sewn every stitch.

Including the veil.

Twilight watched as Applejack approached her, wearing the most beautiful, yet sweetest wedding dress that she, or any of the ponies, had ever seen. Her heart racing now, Twilight gazed through the delicate veil, vaguely aware of the baby’s breath that adorned it and framed those green eyes and with every ounce of strength the young unicorn fought the urge to imagine standing across from this pony one day, vowing to cherish her and protect her, support her and to love her forevermore.

Thoughts of seeing her walk down that aisle alone, without her father there to give her away broke Twilight’s heart. It was almost impossible to keep her composure and the little pony found herself losing the fight.

Applejack, her face solemn, looked up into Twilight’s eyes.

“Well?”

Twilight fought the fierce pain in her throat and finally she was barely able to whisper, “You really do look lovely.”

“Thanks, sugarcube.” Applejack said with a little smile. She took a step back and walked around Twilight, examining her provocative bedroom wear. She looked back at Twilight, her voice utterly sincere and said,. “You really do look lovely too…” then finished with a loud, “Ya little hottie!!” and hip-checked the unsuspecting unicorn.

The tension in the air was broken as all the ponies started laughing and Pinkie brought the lights up. Twilight quickly turned away, finally unable to stem the tears. “How about more pie?” she managed to call out as she headed for the kitchen.

“Make mine with vanilla ice cream this time,” called out Pinkie. She then turned to Applejack and the rest, “I wish I’d known, I’d have brought a wedding cake!” she laughed as she followed Twilight into the kitchen.

The lavender unicorn already had her head deep in the freezer.

---------------------------------------**---------------------**-------------------------------------------

Re-assembled in front of the stage, they waited for Pinkie to emerge. Twilight kept glancing at Applejack’s back, but she didn’t look back at her once.

Pinkie lept out from behind the curtain and performed a flawless grand jeté, while dressed in a pink tutu a black ninja mask and a mustache. After a brief pause to acknowledge the cheers of her friends, she stood and pirouetted down the runway to a fresh round of applause.

“Pinkie! Honestly! That mustache is not part of the ensemble!” Rarity said, trying not to laugh.

Twilight, along with the others, whistled and cheered her, thrilled to distance her emotions from the wrenching experience earlier. Pinkie took several deep bows and Dash dropped rose petals on her from above.

Next Rarity emerged, sauntering down the runway in dark blue, sequined covered, skin tight gown. Pinkie produced a saxophone from some unknown dimension and began to play a serious vamp. All the ponies whistled and gave catcalls. Rarity smiled seductively as she went up to Twilight, took her in her arms and dipped her. Twilight, always a good sport, blushed and played along.

Fluttershy was last

She emerged from behind the curtain. Her back legs were adorned in black patent leather boots, around her middle she wore a black leather corset, and on her forelegs were laced leather gloves. She wore a black mask over her eyes.

She also carried a whip.

Apparently, the mask did more than hide her face from her friends, it hid her inhibitions as well.

*CRACK!*

“Hello girls…” she said, her voice a frighteningly evil purr. “I hope you’ve all been be-having”

*CRACK!*

“Mistress Fluttershy is here and I understand that you have all been very naughty!”

Rainbow Dash, her jaw and eyes frozen open, landed softly,

The leather boots creaked ominously in the menacing silence as she approached the trembling Pegasus. “Dashie Dashie Dashie, you have been very bad, haven’t you? You broke the rules of our little game, didn’t you?”

The rest of the ponies held their collective breath, hoping not to be noticed.

“Such a baaaad pony.”

*CRACK!*

“Baaad Dashie, Very bad Dashie!” Fluttershy hissed as she raised the whip high. Then she paused. “Well it’s lucky for you that Applejack looked so beautiful in that wedding dress, or Mistress Fluttershy would have to teach you what happens when you don’t follow the rules.”

“I-I-I’m s-s-sorry Mistress Fluttershy,” Dash said, eyes wide in terror, her voice trembling.

“That’s better.”

*CRACK!*

“AHHH!” screamed Dash.

“Mistress Fluttershy didn’t even whip you!”

“I-I was practicing?”

“Good.” she turned to her friends. "And that goes for the rest of you! Just behave and I won’t come hide in your closets, waiting for you to return from the shower, all dripping wet and relaxed. That’s when whinny here likes to come out and make her cracking sound against wet pony fur.” Fluttershy paused, then gave the evilest grin Dash had ever seen, “You know she can raise welts like nopony else,” she hissed again. “So if I were you, I’d be good.”

With that Fluttershy turned and her patent leather boots creaking, walked slowly up the walkway and through the curtains.

Rarity stared at the red curtain, swallowed, her white cheeks now a deep red offered hopefully, if quietly,. “I’ve been a bad pony…”

Moments later Fluttershy emerged, looking as sweet and meek as she had before going behind the curtain...

“Um, hi everypony, who’s next?”

-------------------------------------***--------------------------------***------------------------------

Twilight once again modeled her lingerie, and while it was impressive, only one of the ponies seemed to enjoy it. Twilight and four of her five friends were still reeling from the effects of Mistress Fluttershy.

Applejack stood up and stretched. “Well, I reckon it’s time for all good ponies to go to bed.”

“Hey, this is a slumber party! Who wants to be good?!” demanded Rainbow. Everypony immediately looked at Fluttershy. She just smiled sweetly.

“Uhhhhh, on second thought, I think we all better hit they hay,” Dash corrected.

“Well, I’m going out for a little fresh air before I go to bed. It’s sort of a ritual with me. Twilight? Would you care to join me?”

“Thank’s Rarity, but I really want to get into to bed.” she yawned.

“Goodness, aren’t we the eager beaver!”

“Yeah, I guess so.” was the puzzled response.

“Well go on up, I’ll joi- I mean I’ll be going to bed soon myself. Goodnight all…” Rarity smiled and went out into the warm summer night.

As the five ponies approached the stairs, they all stepped aside to let a puzzled Fluttershy go first. “Oh - um, well, okay…” she said.

“Now, does everypony remember their rooms?” Asked Applejack.

“Yes,”

“Uh-huh”

“Yeah boss”

“Yes, thank you Applejack.”

“Well, that’s dandy. I’ll see you all in the morning for buckwheat pancakes!”

Twilight watched wordlessly as Applejack turned around, walked down the hall, went into Granny Smith’s room and slowly closed the door, never looking back. She sighed and turned then walked down the hall into Big Mac’s room.

Here, There, and Everywhere

Author's Note

Looks like I just beat my mid-week deadline. The NEXT chapter needs a few days polishing then hopefully it will be out by the weekend...

Here, There, and Everywhere

“ I want her everywhere and if she's beside me

I know I need never care

But to love her is to need her everywhere

Knowing that love is to share

Each one believing that love never dies

Watching her eyes and hoping I'm always there

I will be there and everywhere

Here, there and everywhere “

“Here, There, and Everywhere”

-Lennon & McCartney

Twilight stopped breathing.

That’s not Pinkie Pie… It doesn’t even sound like Pinkie Pie! But why did I see a pink coat? Because I EXPECTED to see a pink coat! It’s the faded red sheets in the moonlight!

If I hold my breath long enough and don’t move, maybe she’ll forget I’m here and I can plan this carefully. I’ve studied the books that Princess Celestia gave me, especially the one about mare sexuality and anatomy, they should be very helpful in my plan. So, the first step - assess our situation:

This is the perfect night
We’re lying together in Applejack’s bed
Together
In bed
Me and Applejack in her bed
And I’m dressed in this… negligee.
And I’ve stopped moving and breathing
And I really need to breathe.
Okay, I’m going to fix that last item on the list...

Twilight worked hard to exhale as slowly as she could and then inhale without making any noise. Her heart began to thump hard as it pulled all the air it could from the new breath in her lungs

Twilight, you can NOT mess this up!! You have one chance to do this right. You can do this - just as long as you can create a task list and follow it. That should be easy, so all I have to do is:

Tell Applejack, (another mare who I’ve known for less than two weeks) that I have fallen in love with her,
Get her to fall in love with me
Then maybe, we can, you know. Do it
I just have to convince her to do it, with me
Another mare...
Tonight

There, see? That wasn’t so difficult! I can complete my assignment of the two of us falling in love tonight and for extra credit making sweet sweet love.

I just need to answer one last question -

Can I get partial credit just for masturbating without waking her up? I mean that’s gotta count for SOMETHING!

Okay Twilight, you can do this. Think about this from Applejack’s perspective. She’s lying here in her own bed and and is gently and lovingly woken up by her best friend. What words would her friend say to her that would win her heart? She is a country girl who respects honesty and LOVES apples. I can use that - she loves apples! Really Twilight? Apples? Okay, so, how about:

“Applejack, I beg you hear me out before any more of tonight slips away, I need to share something with you. There are ancient magic spells that can only be cast by the most brilliant unicorns who have spent eons perfecting them. These most protected and difficult spells can take a pony with a pure and loving heart and turn her into something so beautiful that you could only look upon her briefly, knowing that to look any longer would leave you spending all, sacrificing all, gladly giving everything you possessed just to be near her. That surface beauty would only be surpassed by the beauty within her heart. Not to be with her would cast a gray pall upon all the rest of one’s days. As my closest and dearest friend, I must tell you that I have seen such a pony, and all that they say is true. In fact, I saw her tonight, dressed all in white, like something out of a dream, and it awoke in me a love that can never be extinguished, that I will protect from harm for as long as I breathe, that I will cherish and serve with all my heart. You see, I love you Applejack, and I understand if don’t feel the same way toward me, this must all seem so sudden but know that I will take the guise of any sort of companion you most need if only to share my meager life being near you. “

There, that should do it. That pretty much covers everything,

So how did I phrase it again? I really gotta get this right.

“Applejack, I beg you hear me out before any more of tonight slips away…”

Good, sounds good, Okay once again so it sounds natural and sweet and from my heart-

”Applejack, I beg you hear me out before any more of tonight slips away,..”

Perfect. Okay, here we go for all the gold, breathe easy, nice and even, and...

“Applejack?”

“Yes?”

“Um, I can’t sleep.”

The earth pony sighed. Twilight thought she heard a little exasperation and annoyance there. “You want me to get you some warm milk?” she asked, not bothering to hide the sarcasm from her voice.

“No,” Twilight managed to say as she tried to hide the awful pain she felt. All her hopes were shattered and she fought to keep from crying. She focused on the problem and tried to figure out where she had gone wrong. Somewhere in those four words, she had ruined everything.

The room remained silent. Twilight started worrying if Applejack could hear her heart thudding or feel her trembling. The night had seemed to perfect, why was Applejack angry?

Because she had seen that I was in love with her and she was repulsed by it. That’s why she walked over in the wedding dress. She wanted to show me how ridiculous the idea of her and I being together was, not to mention that she wasn’t in love with me. I want to go back to Canterlot. I feel like such a fool. Why did I ever even think she was interested in me? The whole night she was trying to tell me she wasn’t but I was too busy making a fool of myself to see it. But one thing doesn’t make sense. Applejack told Rarity we were happy “just being best friends…” but then she… I will NOT leave this town until I find out. I’m on the verge of completely losing it, I just need to get this one question out-

“Why did you wink?”

As if on the exact same wavelength, Applejack replied, “Why were you crying?” Her tone told Twilight it was her answer.

“Because, I, uh…”

“You, uh what?!” Applejack didn’t bother trying to hide her anger.

Twilight turned away from her and lay on her side, not sure if she could speak without crying.

“Go on now Twilight, go on and say it.”

“Because I’m in love with you.”

“Well ain’t THAT just dandy! And what the hay am I supposed to do with that?!”

Twilight felt an icicle pierce her heart. “I.. uh... I don’t understand. Why are you so angry with me?”

“Because you dang idiot,” Applejack snapped, then suddenly stopped and sighed. Her next words were soft and tender and full of resignation, “Because, Twilight, I’m in love with you too, and, well, I don’t want to be.”

Twilight shot up in bed and stared at her. “You're WHAT??!”

“SHHHH!!! Quiet!!”

“Sorry, I didn’t hear you. Did you say something?” Twilight asked, her voice full of excitement and playfulness.

Applejack rolled her eyes, “Uhhh!” she whispered fiercely “I’m in love with you!”

“Sorry, still don’t get it. I see your mouth moving but nothing is coming out…” Twilight fought to keep a straight face.

Applejack sat up and took Twilight’s head between her hooves.

“Oh for corn sakes!! Alright - fine!” she whispered angrily, holding Twilight’s head quite firmly now, Twilight just smiled in utter joy, her face beaming with love.

“Twilight Sparkle,” Applejack said harshly as she looked into the lavender eyes reflected the moonlight, “I, Applejack am head... oh-ver...” her voice slowed. “I App...pul...so... “ Applejack let her hooves drop and sighed, and looked down at the bedspread. She spoke softly with resignation, “oh sweet Celestia, Twilight I love you so much.”

Twilight smiled and swooned, her eyes rolling back in her head as she happily fell back onto the pillows, smiling from ear to ear. Her voice was barely able to suppress her joy “I can't believe it I can't believe it I can't believe it… “ she repeatedly exclaimed in a squeal.

Applejack reached over to the night side table and took out a book of matches. She struck one and lifting the glass chimney off the oil lamp, lit it, then carefully replaced the chimney. The glow illuminated their faces beautifully. Twilight stared up at her love as though drugged.

The honey blonde earth pony was clearly less than thrilled.

“Listen Twilight, I ain’t never been in love before and I been fightin’ it somethin’ fierce. I didn't know what the hay was goin on. You're all I can think of. When I go to sleep at night, when I wake up in the morning and when I'm out buckin apples you're all I can think about! And sometimes I’m happier than a million first days of Apple Bucking season and then I’m hurtin more than when the apple blight hit a few years back. And now you tell me you're in love with me too- not that I couldn't tell.”

Twilight propped herself up on her elbows, “Really??” She whispered excitedly.”You’re really in love with me?? I still can’t believe it!” She flung her arms wide and dropped back on the bed. “What am I DOING?!” She sat up quickly and threw her arms around her friend, hugging her and doing a poor job of singing as quietly as she could, “We’re in love, we’re in love, we’re in love…”

“Yeah, accidentally…Ain’t you listenin to me?”

Twilight leaned back. “So what’s the matter, sweetheart? Oooooh - I just called you sweetheart! How about, ‘what’s wrong, love?’ That’s how the Hoofbeats say it.” Twilight gently placed her hoof on the covers over the spot between Applejack’s legs and leered at her, “Or Honey Muffin…?”

Applejack said nothing, she just gave Twilight a strange look.

“What is the problem? We love each other!” Twilight paused and patted the bedspread, “...Honeymuffin.”

The farm pony rolled her eyes and blew her cheeks out with an exasperated sigh. “Well, let’s start with the big one - just who gets to make the grand announcement to our friends, you want to or should I?” Applejack asked sarcastically.

“Oh, don’t be silly, they’ll understand. We all love each other.” Twilight said, hugging Applejack and wiggling with a joyful squeal.

The farm pony couldn't help but smile, in spite of herself, though she tried to be serious, “You really don’t get it, do you? We’re a team now - the elements of Harmony? Remember? What happens now that two of those elements are a little closer than the others?”

“A LITTLE?!!” Twilight asked.

“All right, all right, A LOT! Twilight, I love you so much it hurts, and I can’t do anything about it! But it’s gonna tear the six of us apart! You haven’t had much experience with friendship, but jealousy is worse than a weasel in a henhouse - and it's way to wreck it, especially when love is involved.” She looked at Twilight who was staring at her dreamily. “You ain’t heard a word I’ve said, have you?”

“Well after the ‘Twilight, I love you so much it hurts,’ part, it was pretty much “wah-wah-wah…’ so I guess, no. Can’t we just forget all the rest of that stuff for tonight and just be in love...hmmm?” Twilight’s hoof started slowly making its way under the covers.

“Now just what do you think you’re doing?”

“Oh, I don’t know...living my fondest dream?” she began to gently massage what she thought was Applejack’s pubic mound.

“Are you checking to see if my bladder is full or somthin?”

Twilight stopped. “You really don’t feel anything?”

“Like what?”

“Like desire - like an itch that is begging to be scratched, only the more you scratch it, the more it itches, so you keep scratching it, and it keeps itching, more and More and MORE, till you think your pussy is going to EXPLODE!” Applejack leaned back as if expecting something to blow. Twilight whispered harshly, “then it DOES!! And it is one of the best feelings ever. That is why the animals work so hard and sweat - they have an orgasm!”

“I ain't got any idea what the hay you are talking about. I'm pretty sure I don't want any part of exploding cats!“

Twilight started laughing hard she had to cover her face with a pillow.

“Great,”Applejack groaned, “I'm in love with a loony pony.”

Twilight reached down between Applejack's legs and gave her a gentle caress. This time she was right on target.

“That is your pussy. “

“Excuse me!” the earth pony said, yanking her legs together and covering herself with both hooves.

“Your pussy is your, you know, that thing I was just rubbing… Your mare parts.”

“Right. And I’d be a might obliged if you would watch where you put those hooves of yours! Just what did you plan on doing? I know you ain’t plannin’ on doing to me what Dashie was talking about the other night!”

“Well, I was kind of hoping…you know, keeping an open mind. I mean would you at least think about it?”

“Have you spit your bit? That’s where I pee and bleed from and it’s gross.”

“Me too, but I don’t mind,”

“Yeah, well I do. Twilight, I ain't sure what you think you're doing, but whatever it is, well you gotta just forget it. As far as us bein in love, what if we’re in a situation where you hafta choose between saving me or saving one of the others? Or vice versa? We ain’t gonna be able to judge clearly - our feelings for each other are gonna get in the way of how we think, and the others might pay for that! How can we be fair? Can’t you see how this is gonna mess everything up? We both know that this team of ours ain’t near done with protecting Equestria, and the six of us gotta be able to trust one another.”

“So I guess this means no exploding pussies...”

“Will you be serious?”

“How can I be?!! You love me! Applejack is in love with me!! Does anything else matter? Will anything else ever matter? And I love you!! And you love me, and I’m the happiest pony in Equestria and I am not going to let the most beautiful, adorable, sexiest, and perfect love of my life mess it up!! Please, just give me this night, just give me these moments, just give me something!”

“Jacquline.”

“What?”

“My name, my real name is Jacqueline. If you ever call me that in front of ANYPONY I will yank your tail out.”

“But it’s beautiful!”

Applejack looked away and spoke softly. “It’s what my Mama called me when I was real upset. It’s why I never tell anypony. It’s something very special to me that I keep just for her. But I wanted to tell you to show you how important you are to me, how you have made that pain a little less.” Suddenly the young pony’s eyes were wet with tears. She was barely able to whisper, “I miss her so much…” then she looked away.

Twilight placed her hoof on her friend's shoulder, “I’m sorry sweetheart.”

“You sure ain’t makin this easy,” Applejack said, her voice full of pain. She sat there for several minutes, saying nothing. Then she turned back to Twilight, her face full of anguish and pain then and threw her arms around her and started sobbing. Twilight pulled her close, puzzled by the sudden intense outburst.

“It’s okay sweetheart, I’m here and I’ll always be here, and I’ll always love you.” The wretched sobs from Applejack suddenly made sense. Since her parents had died there had been nopony Applejack could share her own grief with. The 3 siblings and Granny Smith had wept over the loss to their family but as each child had their own relationship with their parents, much of their grief was for those private moments of support and love that only the two of them shared, moments that they would never share again. Applejack couldn't go to her brother with her grief, he was suffering his own. And little Apple Bloom certainly couldn’t be expected to understand. There was nopony that was close enough, that she knew would understand, that she could turn to.

Until now. And she let it out with a torrent.

Twilight held her head to her chest and rocked her slowly. She caressed her mane but didn’t say anything to try to make her feel better, that’s what everypony had been telling her since they had died.

Twilight whispered softly in her ear, “There is nothing that will ever take away the pain sweetheart, and I won’t pretend there is. A part of your heart has been ripped away and it can never be replaced and that’s all there is to it, and I would do anything to bring them back. I saw the picture of them downstairs. I asked them for their blessings, I swore to them with my life and all that I love, that I would protect and love you and be there for you as long as I drew breath, and I swear it to you.”

Applejack was almost hysterical now, trying to be as quiet as she could. She had buried her face in Twilight’s coat and sobbed wretchedly, The young unicorn held her close and stood strong as long as she could. But when she heard Applejack’s broken-hearted cry to her Mama and Daddy, telling them how much she missed them, Twilight’s heart broke for her and she couldn’t stop her own tears from falling.

Finally, Applejack started to calm down and her sobs subsided. She looked up at Twilight in the soft light. Her eyes were red and puffy and her muzzle was a mess, but there was a hint of peace in her eyes that Twilight had never seen before, and a look of love there that Twilight would have died for. Now Twilight lay back on the bed and invited Applejack to lay her head down to rest on her chest. Twilight gently stroked her mane.

“Promise me that no matter what happens, you’ll come to me when you hurt, especially like this. If all our love comes down to is bringing you comfort, it will be enough. I think I would be happy holding you here forever. I never want to move, I never want to leave, I only want to make you happy. Can we pretend for a little while that it’s only us? That there are no Elements, or other ponies, no Celestia or Spike or Luna or Mac, or Apple Bloom or Equestria? Can we just pretend that it’s just us, this room and this bed?”

Applejack nodded and sniffed, “I never cried like that and I’ll never forget it Twilight. To share that hurt with somepony you truly love and you know understands, I never knew I could feel so good or so safe as I do now. That first day when you showed up at the farm, I felt something I didn’t know what it was, but I looked at you and heard you speak and be so sweet with my family, puttin up with our craziness, and I just knew you were something special. You have this way of seeing things like they're brand new. You look at things in ways that I've never thought about. It's like seeing things for the first time ever. And you're so caring and loving.”

Applejack lifted her head and looked at Twilight, a teary smile of happiness on her face. “Oh, and you are as cute as a box of puppies.”

Twilight wiped her eyes, smiled and blushed.

“But but not like Fluttershy cute. When I look at you it ain’t the same kind of cute. It’s, well, I don’t know, when I look at you, I want to be near you, to hold you. Is that weird?”

“No sweetheart, it’s not weird at all, and it makes me happier than I can begin to tell you.”.

Applejack’s voice became strained, “I’m just so in love with you Twilight and I’m so scared of what it means. How can we be together and-”

“Shhh - remember, it’s just us here tonight. Forget all that. Just be here with me.”

Applejack closed her eyes. “Twi, I haven’t felt like this since before my parents… It’s just so nice lying here in your arms. If we open that door there ain’t anything out there, just nothingness, blackness, well right now that sounds just fine.”

“Right there with you. I’ve been going crazy thinking about you, wanting to be with you, I don't know if you understand, but it has to do with what you were saying before about bein cute. It’s the other part of love. But it doesn’t seem to matter now. One day maybe we’ll make love, or maybe not, but right now, this is enough. It’s just so wonderful. I have a feeling that wherever they are, Buttercup and Bright Mac are doing this very thing, quietly laying together and saying loving things to each other and watching us with love and joy.”

Applejack lifted her head and looked up at her. “That’s beautiful Twilight, thank you.”

“It’s true though, I can feel it inside. Oh, look at you, you poor thing. Would you like me to clean you up?”

“Yeah, I reckon I’m kind of a mess.”

“You still look beautiful. Here, let’s sit up”

A warm washcloth materialized and holding in her hoof, Twilight gently wiped the tears and mucus from Applejack’s nose, cheeks, and muzzle. She materialized several more and continued. Applejack, usually very self-sufficient and proud of it, clearly loved being fussed over by Twilight, and smiled and giggled as Twilight happily obliged.

After patting the earth pony’s face with a very soft fluffy white towel, the two ponies lay back on the bed. Twilight rested her head on Applejack’s chest.

“I don’t want to go to sleep,” Applejack said caressing Twilight's mane, “I want this night to last forever.”

“I want to hear you say that forever.”

The night was peaceful and the breeze blew the shade gently in through the window. Far down in Ponyville, the faint sound of the local train to Canterlot blowing its whistle made the night a wonderful thing.Time passed and the two ponies snuggled.

“Applejack?”

“Mm-hmm?”

“Can I kiss you?”

Twilight suddenly heard Applejack’s heart beat harder in her chest.

“I don’t know. I mean I know, but I don’t know if I can. I'm just gettin used to bein in love, and it's with you, which is fine because I love you… That didn't make a lick of sense did it?”

“Not unless you're in love, “ Twilight giggled.

“It… I just don’t know if I can ever, even with you…it's different than just sayin you love somepony, and it surely is different from kissin Apple Bloom on the forehead. It's kissing you on the lips!’

“Yes, well that's generally how it's done… “ Twilight said flatly.

“And I really really want to but…I…”

Twilight could feel her love’s heart pounding harder now and could tell that she was getting more upset. Nothing was worth that.

“No, no, sweetheart, it’s okay, it’s okay. Forget I said it, it doesn’t matter. We'll take it slowly. I’m happy just being together like this.”

“Thanks for understanding...sweetheart. Oooh, that does feel nice to say.”

“But even nicer to hear. As long as I have you by me, it’s more than enough.” Twilight snuggled in, eliciting a sweet sigh from Applejack.

The two ponies lay quietly for several minutes.

“Reckon you can live without me for a couple of minutes?”

“Bathroom?”

“Yeah…”

“Okay.”

Twilight lifted her head and lay it back on the pillow as Applejack went to get out of bed, but she stopped and turned.

To Twilight, everything suddenly seemed to slow down.

Applejack leaned down. As she drew closer, the unicorn’s eyes opened wide in surprise. Now Twilight’s heart suddenly began to race as she realized just how badly she wanted this and just how important it was to her. It took all her self-control not to take her hooves and pull Applejack to her. She could feel the warmth from her face as she looked into those deep green eyes. Then she felt Applejack’s lips tenderly on her own, felt them pressing softly and now nothing else existed. This would be her very first kiss, and it was a pony who she loved deeply, from a pony she found to be beautiful and alluring, from a pony that loved and needed her and from a pony she loved as much as anything in her life.

The sensation was like drowning, dwarfing everything. It exceeded every fantasy she'd conjured over the last few days. No physical mental or spiritual experience, none of the recent sexual physical experience's came close to this. It was unlike anything she’d ever known.

“Thank you,” Twilight whispered, barely able to speak. “That will last me the rest of my life.”

But Applejack had turned away and lay back down on her side, saying nothing.

Twilight tried to apologize. “I-I’m so sorry sweetie, I should never have asked. Please forgive me.”

“Well, I guess so…”

“Oh thank you! I’ll never ask again, I promise. Thank you for accepting my apology.”

“What? I ain't accepting your apology. I was answering your question.”

“Wait, what?”

“You asked me if you could kiss me. I just told you I reckoned you could. Now if you would just do it and get it over with.”

“But...I...wait, what just happened?”

“And here I thought you were supposed to be smart.” Applejack rolled back toward her, her cheeks pink and blushing, and with a very mischievous smile on her lips. I just kissed you.”

Twilight’s eyes opened wide and now she blushed. Then she propped herself up and leaned forward over Applejack. Brushing a few stray blonde hairs from her love’s face, she paused. The light from the lamp fell on Applejack’s face, highlighting her cheeks and freckles and echoing deeply in her green eyes. “So, is this how it’s going to be huh? Teasing me all the time?”

“Mayyyybe,” Applejack said coyly.

Twilight just looked at her, a tiny smile on her lips. She didn’t move.

“Well?” Applejack asked. As was her playful way, she tried to sound nonchalant but she was practically out of breath and her eyes told Twilight it had been as profound an experience for her as it had been for Twilight.

Twilight moved her mouth to speak, to try to tell this sweet pony everything that was in her heart, that nothing ever could or would be the same. That that kiss had changed her and that she now felt safe, and yet utterly lost.

Instead, with all those things in her heart, Twilight leaned down and kissed her.

Everypony's Got Something to Hide Except for Me and My Pony

“The deeper you go the higher you fly

The higher you fly the deeper you go

So come on (Come on) come on

Come on is such a joy

Come on let's make it easy

Take it easy take it easy,

Everypony's got something to hide except for me and my pony”

[With poetic license] - Lennon and McCartney

Twilight turned and walked into Big Macintosh’s room and slowly closed the door.

Why did Applejack walk up to me like that? She certainly didn’t seem very happy...but seeing her in that wedding dress… I’m so confused... Looking into those eyes through that veil was almost more than I could take. Was she trying to tell me that I was being silly by following her into the kitchen in this outfit? She walked up to me and asked “Well?” Maybe she was paying me back for being such a pest, looking for a compliment. She sure wasn’t smiling or being cute about it. She looked a little angry, which, was, kind of attractive. Of course, she could be covered in mud, screaming at me and pelting me with rotten apple cores and I’d still find her attractive. Oh. if only she had turned around just now… If she was being cute with the wedding dress downstairs, you’d think she might have winked just now and nodded to follow her into the bedroom. She is acting so strangely…

Twilight noticed the second door in her bedroom. It was to the right of the bedroom door and was catty cornered.

Oh, right, that must be the bathroom.

She turned the knob and opened it, but as she did she gasped, suddenly remembering that it was a common bathroom that she shared with Rarity. To her great relief Rarity wasn't there. The decor was tasteful, with a sublte scent of apples. She’d imagined that tonight she would be in a bathroom here at the farm, primping for an eveniing of romance with Applejack. With a dejected sigh, she proceeded as she did each night. Opening the tooth/mouth care section of her overnight bag, she withdrew her toothbrush from its sanitary container and pulled the toothpaste from the protective tube. After laying the brush on the sink she squeezed out exactly one inch of toothpaste on the brush, then recapped the toothpaste and squeezed it from the bottom to remove any wrinkles from the tube. She looked in the mirror at the dejected pony in the negligee brushing her teeth, then turned away. Rinse and spit, rinse and spit, rinse and spit. Though she really didn't feel the need, she went over to the toilet, lifted the cover, turned around and sat down. The odd sensation of pressure between her legs caught her by surprise. Suddenly she remembered the bottom half of that outfit. Just as she was about to stand up and remove them, her curiosity compelled her to see just what things looked like behind see-through fabric.

She spread her legs a little wider. Through them, clearly visible she could see her genitals lightly pressing against the sheer silk.

What does it feel like to touch it?

Slowly her hoof went there and began caressing the silk.

Oh my... she shivered in pleasure.

As she continued, teasing and playing she could see that the hood of her clitoris was mashed against the fabric. At her continued stimulation, everything between her legs grew excited and she watched as the tip began to force its way out from under the hood and push up against the fabric, It was a little uncomfortable at first but to Twilight watching as her lips stiffened and unfolded like a pink flower was far more exciting (and arousing) than a little discomfort. She clenched her haunches and watched excitedly as her clitoris fully emerged and pushed the silk forward in a point, despite the tautness.

Oh this is sooo good...

Her thoughts went where they always did...

Applejack sitting with me, both of us, watching me get... a shiver of pleasure went through her uhhhhmm

Then it occurred to her that all the hopes for tonight, all the joy and excitement, all the possibilities she had hoped for Applejack and herself had come down to this: a sad little pony sitting in the bathroom masturbating.

Desire turned to sour despair and in that moment she was struck by the irony of wanting Applejack more than ever, not physically, but just to comfort her. The summer evening had worn on, as crazy as it had been, without a private word between her and Applejack. But surely there would be other nights? Other warm summer nights when Apple Bloom, Big Mac, and Granny Smith would all be away from the farm at the same time and Spike wouldn’t be there?

Yeah, sure.

Tonight had been the night, her love was new and her passion at its peak. The following days and weeks would be filled with frustrations and distractions. Tonight she could have confessed her love and maybe even…

For Twilight, the fuel for all her newly discovered moments of physical pleasure had been about Applejack’s possible loving her too, and the two of them celebrating their love like this. Now, despite the erotic and arousing sight between her legs and her level of arousal, she felt too depressed to go on.

There is no reason for me to sit here. I don’t have to go...she thought, Then she muttered grimly and smirked and I’m not sure I really want to keep doing this. Might as well just go to bed.

Twilight got up from the seat and was at once aware of the achy heaviness between her legs.

Oh wonderful! Now the only way to fix this is to masturbate, and I really don't want to. After I finish I usually imagine the day we would both have that wonderful feeling you have afterward and we would cuddle and hold each other. Now, if I got into bed and did it, I’d end by getting up, going to the bathroom and wiping myself down - once I’m done crying.

Angry and hurt, Twilight hopped up on the bed and sat down, immediately going into a sulk. The throbbing between her legs ached for release but she refused to give in. Her anger began to grow. Finally, she stacked the pillows against the headboard, leaned back, spread her legs and looking at the soaking wet panties. She growled

“You want to? Go ahead, I’m not going to stop you, just leave me and my broken heart out of it! I’m not interested I just want to be left alone!”

Knowing that there was a possibility that her annoying vagina would probably make a mess, she slid off the bed and went looking for a towel. There were several in the bathroom. Grabbing one, she marched back to bed. hopped up and lay back on the pillows again in order to let her hoof and her traitorous pussy engage in whatever deviant behavior they seemed determined to pursue. Passing the dresser and noticing a hoof mirror there, a thought occurred.

Equipped with the towel and hand mirror she climbed back up on the bed, spread out the towel, sat down on top of it, leaned back, spread her legs and with the mirror in her left hoof, looked at the image of her soaked panties in its reflection. Several moments later her right hoof went there and began its work.

No! You won’t get any help from me! With that Twilight reached over and turned out the lights. She lay there in pitch darkness and felt the hoof start its work.

That’s right, go ahead you filthy perverts - play to your heart's con-

Her sincere efforts at mental separation and the dichotomy she strived to create began to have a strange effect. Focusing entirely on the feelings between her legs and ignoring her hoof completely, it felt as though some other, unknown pony was there in the dark room with her. That pony’s hoof had found its way between her legs and was feeling her through the silk.

Then her focus changed. Now there was some other mare out there in the darkness and Twilight’s hoof had found its way to her. She thought about the other pony suppressing her moans as Twilight performed what was expected of her. She found that the mare was also wearing something satiny, and sought out the mare’s clitoris and lips as best she could, gently caressing them there in the darkness. Was she their slave - expected to please them at a moment's notice? How many mares lay in that room expecting her to come and please them?

Then she was back to being their plaything, there in the dark while some other pony “felt her up” as the book called it. The thoughts were so powerfully arousing that Twilight felt her body suddenly rushing toward an orgasm. The little round muscle under her tail was just about to start it all with a contraction when…

ah-ah-ah-ahhhhhh-CHOO!!

Twilight sneezed, and the experience was awful. She couldn’t tell if she’d had an orgasm or not. If she’d had one, it was the worst orgasm in the history of orgasms. Her hoof went down again but before she could even start, another sneeze built and she sneezed again. A moment later a tickling in her nose told her this was not going to stop. Furious, she reached over and turned the light on.

“Grrrrrrr!!” Twilight leaped out of bed, stopped and sneezed, then scooped up the wet towel, went into the bathroom, pulled off the panties and turned on the sink.

Getting *UH* my tail out of these - what a pain! She finally pulled them off, then grumbling all the curses she knew she washed and gently rinsed the silken fabric. Once it was clean she dried it with magic. Next was the towel. As she was drying it she sneezed again.

Now what?! What is that? Oh that is just great - my sneeze must have made me push out some of my wetness and now it’s dripping down my back legs. how am I going to fix that?

Twilight looked around the room and spotted the roll of toilet paper. She took several sheets and folded them before gently inserting it between the folds of her cleft. Still partially aroused, as she touched between her legs, a shiver of pleasure ran through her.

“Don’t you DARE start!” Twilight barked. Then she suddenly stopped and closed her eyes. “I can’t believe I have spent the past ten minutes sneezing and yelling at my vagina. I really need to get a life.”

“Okay, there we go - that should stop any more leaks..” She turned around to examine her work in the mirror. Along the length of her cleft, the tissue could be clearly seen, in addition a small white piece of the paper hung down.

“Well, I see you’ve surrendered. A wise choice, though you could have put up more of a fight..” Twilight said as she tore the little piece off.

I’ll bet I know what these pillows are stuffed with... she held her breath and inspected the tag Ah HAH! Duck and goose feathers! Great! Duck feathers - one of my few allergies! So much for sleeping here, or doing anyth-thi-thi-AaaCHOO! Anything else. I better see if anypony wants to switch rooms.

As she turned around, Twilight realized that the tissue could be seen and there was no way to really stuff it in - it would just force her cleft apart.

“Great! Now what? Wait - the bottoms of the outfit! You can see through them but they’re white, so that should help.

She pulled them on, grousing as she worked her tail through the hole in the back. A quick look and she decided it was okay.

Twilight carfully opened the door and went out into the hall. She looked at all the doors, trying to decide who to go to. Suddenly Applebloom’s door opened and Pinkie came out.

“Hi Pinkie,” Twilight whispered, “am I glad to see you!”

“Well that certainly is a surprise - after you dumped me! By the way - did you hear all that sneezing?”

“Yes Pinkie, and it was me, And I didn’t dump you! I think you were confused, I mean I think I confused you earlier at the fountain when we were talking. I’m really really sorry.”

“Well… apology accepted - for now! We’ll see about tomorrow.”

“What’s that supposed to mean?!” Twilight whispered emphatically.

“You’ll find out,” Pinkie said coyly with a sly smile, “Anyway, why are you so glad to see me?”

“I’m allergic to duck down.”

Pinkie immediately hit the floor and covered her head.

“Pinkie! What are you doing?”

“Didn't you just tell me to duck down?”

“No, that’s not what I said.”

“Whew! Then that was a close one!” Pinkie said, standing up.

“I was talking about the pillows! They’re duck down!”

Wham! Pinkie hit the deck again.

“Pinkie! Honestly! Will you please stop doing that?!”

“Will you stop telling me to?”

“Fine, how’s this - the pillows on Big Mac’s bed are full of du- feathers from a duck. I can’t sleep in there, I’m allergic to them.”

“You are?”

“Yes - that’s what I’ve been trying to tell you!”

“Oh, well, in that case you are totally forgiven - so, there you go!”

“There I go? What do you mean, there I go?”

“I LOVE duck down! So it never would have worked out between us, you know...” she leaned over and whispered into Twilight;s ear “...sexually…” then she straightened up and continued, “no matter who was the stallion and who was the mare.”

“Oh, uh yeah, well that’s good. I think... Anyway, would you like to switch rooms?

“Like to? I’d LOVE to! I love… DUCK DOWN!!”

Pinkie and Twilight both hit the floor without thinking. Without a word Twilight got back up and stared at a laughing Pinkie, gritted her teeth in rage, drew a deep breath and said with a sudden smile, “Great, I’ll get my things and you get yours.”

“Okee dokee loki,” Pinkie said as she stood up.

Relieved, Twilight went back into Big Mac’s room and packed her stuff back in her bag. Pinkie arrived moments later.

“Okay, all set Twilight. I would have told Fluttershy to expect you, but she is fast asleep.” Pinkie looked around suspiciously then whispered in Twilight;s ear, “I think she may have had a little too much cider.”

“Oh, well that explains a few things.” Twilight said, thinking back over the evening's events as she stepped out into the hall. Pinkie went in and started to close the door. Suddenly Twilight turned and pushed the door back a little, her eyes wide, “She doesn't have that Mistress Fluttershy outfit with her, does she?”

“No, of course not,”

“Whew - that’s a relief.”

“It’s in a bag in the closet.”

Twilight blanched, swallowed hard and sighed. “Well I guess I’ll have to take my chances,”

“Good luck with that.” Pinkie said and quickly closed the door. Twilight pulled her face back quickly to avoid getting hit by it.

*knock knock* Fluttershy? Twilight whispered softly ”are you awake?”

No answer. Twilight let out a deep sigh and trying to be as silent as she could, gingerly turned the knob and opened the door.

Fluttershy, in Apple Bloom’s bed, appeared to be fast asleep, breathing softly and quietly.

Twilight crept into the room, placed her saddlebags on the floor and slid between the sheets of the roll out cot.

The night was utterly silent and Twilight lay still. Thoughts of sex had long ago abandoned her, something for which she was grateful. Had Mistress Fluttershy discovered her masturbating…

She suddenly shivered.

There was a noise in the hall. A door opened and closed.

Rarity’s back…Well at least that...OH MY GOSH!!

Suddenly Twilight started to laugh. She covered her face with a pillow to stifle the noise but the images of Rarity and Pinkie and sex were hilarious. She imagined Rarity entering the dark room and Pinkie demanding to know who it was and Rarity ducking out when she realized it wasn’t Twilight followed by Pinkie pursuing her with all kinds of questions, then finally demanding sex.

Or…

Rarity, all warmed up, jumping into bed and grabbing the unsuspecting pony in all sorts of improper ways making Pinkie laugh and giggle as only she could, thus frustrating Rarity…

Or…

The two of them seeing each other and realizing that they were both lonely and had been through so much together. Pinkie remembering how happy Rarity had made that dragon by cutting off part of her tail and Rarity recalling Pinkie making all the ponies laugh like foals with her song. They would look into each other’s eyes and kiss tenderly. Then, with a knowing look between them, they would climb into bed, take the other into their arms and with sweet words of love and care, make love...

Twilight felt more lonely, depressed and angry than she had earlier. She held her breath, listening carefully for the sound of Rarity opening her bathroom door and going through the bathroom and into Big Mac’s room, determined to be utterly miserable. But nothing could be heard.

Then she heard a very cute sneeze. There was no doubt it was Pinkie. Nopony sneezed like that. Several more sneezes followed in quick succession.

I thought she said she wasn’t allergic to duck down? There wasn’t any dust that I could see and… goose down!! She must be allergic to goose down. I didn’t think to mention it. Now what?

Twilight heard a door open. She slipped out of bed and went to her door but held off opening it. Hooves on the floor passed her room. She waited a moment and then slowly opened her door a crack. Pinkie stood across the hall at Rainbow Dash’s door. She knocked softly. Several minutes passed without an answer.

Again, she knocked softly, “Dashieeeeee!” she whispered with serious intent.

A moment or two later Dash’s door opened and a very sleepy Rainbow Dash, her eyes squinting hard asked in an angry but hushed tone, “What is it Pinkie?! I was just about to fall asleep!”

“Goose down. Ah-ah-ah-choo!”

“What are you talking about?!”

“Twilight and I switched bedrooms because she was allergic to the duck down in the pillows in Big Mac’s room and I love duck down but she forgot to tell me that it was a mix of duck down and goose down and I’m allergic to goose down so I started sneezing and looked at the pillows and found that they were both duck down and goose down so since I couldn't swap rooms back with Twilight because of the duck down and I really don’t want to wake up Fluttershy - you know because Mistress Fluttershy might think it was bad, I thought I should come here. So here I am. Wanna trade?”

Dash thought about the duck down then asked. “Was that you I heard dropping to the floor a little while ago?”

“Of course, silly! Why wouldn’t I?”

“Of course you would. Never mind. Let me get my stuff. I see you already have yours. Chill for a sec.”

Twilight closed the door quietly then placed her ear up against it. After several moments she heard the two of them talking again. She opened the door a crack. Rainbow was still dressed in the shiny, form fitting Wonderbolts outfit Rarity had made. Her saddlebags were across her back and she was standing out in the hall, speaking to Pinkie who was now in her room. Pinkie giggled, nodded and closed the door. Dash, shaking her head, walked back toward Big Mac’s room. Twilight closed her door.

The window in the room was open and Twilight walked over to it.

It’s the perfect night. The stars are bright and the moon is near its apogee. A crescent phase that allows the sun to illuminate the craters in bas relief. I wonder what it was like for Luna all those years? I wonder what’s going to happen when Rarity discovers Rainbow Dash in that bed? I don’t think there’ll be any laughing then. There will probably be… Oh Twilight why are you even thinking about it? You know it’s only going to upset you! Just go to bed and get some sleep.

Twilight walked back to the cot and angrily threw herself into it, casuing the springs to creak loudly. Lying there in the still night, Twilight found sleep utterly elusive. It was truly a sweet romantic night and it was being wasted.

Well maybe not by Rarity and Dash. That should be ME and Applejack! I don’t think they’re even filly foolers!! Wait, Rarity sure seemed to want to make an exception for me. I suppose I really should be flattered. She is certainly beautiful and desireable. Every colt and stallion drool as she trots past. And she wants me! I really don't know if she is serious or just having fun. Either way, I should take it as a compliment! But I love Applejack. She is the only pony I really want. That beautiful blonde mane, her green eyes, her firm flank…

Twilight sighed in frustration and anger and flipped over on her left side. The bed springs croaked in response.

She runs this whole damn farm, you’d think she’d be smart enough to see that I’m in love with her! I certainly have dropped enough hints!

Twilight turned over in bed, angry at the situation.

I mean she did wink at me outside when she said to Rarity that we were just best friends. What was THAT all about? It wasn’t just a cute meaningless wink - oh no, I know a cute meaningless wink and that was not a cute meaningless wink! I happen to know it was a VERY meaningful wink. Well I’m pretty sure it was. So why did she do it? Why didn’t she just tell me? She had to know why I was crying out there! She can be SO clueless!

Twilight spun to rest on her other side, causing the cot springs to creak yet again. She sighed again in frustration.

Then she heard it.

A soft sound.

Coming from the closet!

Her heart went into her throat and started beating like a woodpecker at a tree.

Mistress Fluttershy!! She’s going to take whinny and…

In the darkness Twilight was unable to see it Fluttershy was still in her bed. Over the sound of her thumping heart, she couldn’t hear whether the little Pegasus was still there, softly breathing.

As quietly as she possibly could, Twilight slipped out of bed and crept toward the door. With her magic, she tried to turn out the lights in the hall. It took several minutes but finally, she the light coming from under the door went out. There hadn’t been any more sounds from the closet, but over the sound of her heart she couldn't be sure that the Mistress wasn’t pulling on those scary boots or that corset, or those gloves, or that mask or picking up whinny…

The image of a black leather clad Mistress Fluttershy whipping a white negligee wearing Twilight instantly brought to mind a picture from one of the trashy books that Twilight had discovered under the bed of her roommate at the academy. She had to stifle a laugh.

She was able to open the door noiselessly.

My saddlebag will have to wait until tomorrow. .

Slowly Twilight crept out to the hall and carefully pulled the door shut.

Now where do I go?

There it was, Applejack’s door.

Twilight, shaking from the earlier fear and now from nervousness, went to it and knocked softly. There was no answer. “AJ? Are you there?” she whispered. The night remained silent. Twilight took a deep breath and closed her eyes. The knob turned easily in her hoof and ever so slowly she opened it several inches.

“Applejack?”

No answer. Twilight peered around the corner, though her eyes already adjusted to the darkness the room was really dark.

“Whew Applejack hadn't been kidding about the fragrance of “old pony!” she whispered.

It was very depressing and the most un-romantic smell she had ever encountered. The window in the room faced away from the moon but in the darkness, she could just make out the figure of Applejack, obviously very fast asleep.

Standing in the slightly opened doorway, Twilight looked around the room at what she could see. She was able to barely make out a couple of canes, a couple of walkers, two white girdles draped over a chair. There what looked like a glass on the nightside table with what looked to be teeth in them. The more she looked around, the more depressed she got.

I don’t want our first time to be here. I want our first time to be somewhere special, somewhere that means something. I’ll see if Pinkie won;t mind sharing the bed in Applejack’s room.

Twilight, closed the door and went to Applejack’s room, where Pinkie now slept. She gave a soft knock at the door. There wasn’t any answer so she decided to just, open it. By the moonlight, she could see the back of the pink pony as she lay there on her side, asleep. Twilight climbed in beside her, pulled up the blanket and softly sighed.

“Oh Pinkie,” she whispered as quietly as she could.”I know you’re asleep but I need to pretend to talk to somepony. I just don’t know anymore. I feel so confused. First I somehow give Rarity the idea that I’m looking to be more than just friends. Then, as I was leaving the Carousel Boutique, I happened to glance back in. Rarity was on her way up the stairs and following her… well never mind. Then, I go to you for help and you somehow get the idea, that I want you to tell me that you love me when we get here tonight. After that I think something happened with Rainbow, but I can't for the life of me remember what it was, and finally Fluttershy shows me how all the animals mate. Then she tells me that she thinks I’m really cute and she, at least I think she said this, she want’s to bite my butt. And finally as I’m leaving her cottage, she tells me that I should come over sometime and… well, I’d rather not say. I’m so sorry I confused you at the fountain in town Pinkie, but I think I might have had had some really hard cider at the Carousel Boutique, even though that’s no excuse, I feel like I owe everypony and apology and an explanation. Even Fluttershy - wow is she ever full of surprises. What she said to me as I was leaving her cottage, I’m too embarrassed to tell you, but believe me, I was more surprised than I have ever been in my life.I know you’re asleep Pinkie, but thanks for listening anyway. Good night.”

“My pleasure and you have a good night now too…

...sugarcube...”

Please Please Me

Author's Note

FINALLY!! I have been over and over and over this - you have no idea. FIfteen thousand words! But I couldn’t stop - you’ll see why. Yes there is romantic clop, so if you don’t like it, don’t read this. (But if you didn’t see this coming then you really have no one to blame but yourself.
You may find it needs corrections, but I JUST couldn’t keep you waiting any longer. I hope you like it. I hope I captured what their first time would be like. I really did hear their voices as I wrote. I hope you do too. If you like it, comments and thumbs up are welcome. If you don’t, well thumbs down are okay too, but I’d really like to know why. Happy Friday, I gotta go home.

Please Please Me

“Come on (come on)

Come on (come on)

Come ON (come on)

COME ON (come on)

Please please me (oh yeah)

Like I please you”

Please Please Me

-Lennon-McCartney

As they kissed, Twilight was once again taken by the sweetness and tenderness of her lips, it wasn’t the Applejack she’d met that first day, nor the bouncy silly Applejack that she saw when they were with the others. This was something more. This was the Applejack under all those walls she put up. The breadth and depth of Applejack’s responsibilities out-shadowed those of the other four. They required a mature mind and resilient spirit, one that grasped the scope of the consequences should she fail. Twilight doubted any of the other four could handle it. She behaved as if she was just a “hard-working pony,” but there was so much on the line that the others clearly hadn’t thought about. Twilight saw it thought. Not only had Applejack assumed responsibility for her family and the farm, but she had to make sure they each contributed what they could. She could never override Granny Smith, she had to let her Grandmother believe that she ran the farm.

And that was it - that this young pony never let the other see that very serious, very adult side. She was as fun and silly and “serious” as they were. She easily could have treated them as her inferiors, letting them know exactly how the ranking stood, but she didn’t. She was incredibly humble and truly loved them. She put her love and respect for them above her ego. In Twilight’s life there was only one other pony that did that, and she was the pony Twilight most wanted to please and to emulate. It was this profound realization that brought Twilight to confront her true feelings for Applejack. Twilight had suddenly realized, something so profound and so important, that it humbled the young unicorn.

As much as Princess Celestia, approval meant to her, so now did Applejack’s.

In this moment everything was exactly right. It was just the two of them together, floating in a slow upward emotion, seemingly as one. Twilight was no longer self-conscious, no longer worried how she was perceived or whether those around her were happy. Applejack forgot about the farm, her family, all her responsibilities, for here was a pony that seemed to know all that, who understood the real her, a pony who silently saw right through it all and it was so obvious to both of them that a word of it would never need to be spoken.

And now they had found each other, these two ponies who wordlessly understood their connection to each other and the incredible depth of that connection. To their sweet, naive hearts this was something entirely new. Neither was a filly but neither was a mare. This kiss lifted them out of that place between the two worlds, gently raising them into a realm where it was just them and their love, nothing else intruded. It was here they would celebrate their love. The most magical part was that neither worried about the other- they both knew the joy they shared together. Two weeks ago her life was happily studying, researching the Mare on the Moon, pouring over books in her apartment and trotting off to see Princess Celestia to happily share her findings over a cup of cocoa or a glass of milk as she smiled proudly at her accomplishment.

Now, just two weeks later she finds herself in another mare’s bed making love. Not only making love but having no doubt whatsoever that this was far more than answering recently awakened sexual cravings, this was love, in all its ecstasy and danger.

In her heart, all doubt was gone and these moments were the sweetest she had ever known. Twilight was so utterly lost in a whirlpool of passionate romantic love and deep sexual desire, that if Princess Celestia entered the room, the young unicorn would have turned her back to her mentor and continued kissing Applejack, no matter the consequences. Twilight joyfully gave into her love and her wants and kissed Applejack, her muzzle, her neck, and the base of her ears, causing her lover to squirm and giggle and shiver.

As she tasted those lips again, she had a sudden desire to see her joy shared. She opened her eyes to see the blushing blonde cheeks under the adorable white freckles that she'd come to love, and the big green eyes that had stolen her heart, looking back at her with such unfettered passion and seduction that she felt equal parts lust and fear.

Applejack hadn’t an ounce of guile in her body, and this look was a true reflection of her desire. To Twilight it was more than evident that despite all the earth pony’s reservations and protestations, this passionate kiss held a profound and honest love for her and she swore to herself that she would be worthy of it. Holding her eyes closed she lifted her head, waited a moment then opened them.

The sight that met Twilight’s eyes as she pulled back from the kiss would have been the envy of any breathing pony in Equestria. Looking up at her by the soft light of the lamp, her golden blonde mane tousled on the pillow was the face of Applejack, at once the very image of sweet country innocence, now excited, almost breathless, a bright pink flush to her cheeks, and her sensuous green eyes sharp and full of both surprise and erotic arousal. The sound of her breathless panting only served to complete her as the visage of just about anypony’s romantic desire. She looked into Twilight’s eyes and blushed.

“I-I never realized what…” she whispered breathlessly.

“...a kiss could be?” sighed Twilight. She smiled and gently kissed her again.“I can’t believe how lucky I am.”

Applejack’s eyes and smile slowly transformed into the very image of seduction and Twilight could not believe they were meant for her. Applejack, now the pursuer, lifted her head off the pillow, and parted her lips, passionately wanting another kiss. The sight of it fulfilled one of Twilight’s greatest fantasies. The unicorn leaned down and returned the passion.

In the back of Twilight’s mind, a troubling thought percolated, Applejack seemed utterly unfamiliar with sex, or at least the pleasures of sex. How could she look so physically, so sexually desirable, yet have no idea how to answer the need her body so desperately cried out for? If it weren't for the look in her eyes, Twilight would have thought she might be somewhat prudish. As Twilight contemplated this, Applejack grimaced suddenly and groaned in pain.

“What?” Twilight’s voice was a fervent whisper, “What is it, sweetheart? Oh my gosh are you okay?”

Applejack gritted her teeth and winced. “Oh ain’t that typical. I - I sometimes get this pain and I get to feeling like I been bucked by one of my own trees-ain't that a hoot?” She said sarcastically.

“Oh sweetie, where? What is it that hurts?”

“It’s in my back and my hips. It ain’t all the time but when I get it, my bones ache in my back legs, and under my tail.” She whispered harshly then grimaced hard. “Ohhh, it’s real bad this time, I can’t remember it ever hurting so much.”

“Oh Applejack, I don’t know what to do.” Twilight whispered frantically, trying not to be too loud., “How can I help?”

“Nothin you can do. I just gotta try to relax. I usually go out it the orchard and buck apples.”

“What kind of pain is it? Is it sharp or is it dull?”

“It’s dull, like a toothache.”

“The whole area?”

“Yeah. OH!!” she yelped, bringing her knees together.

“Shh, oh I'm sorry What? WHAT?!! Something else?”

“A sharp pain.” Applejack groaned through gritted teeth.

“Where?”

“Between, uh, my legs…”

“You mean your mare-”

“YES,” she cut Twilight off, “Down there”

“Let me look.”

“NO!”

“Shhh! Listen, if we’re going to be lovers then sooner or later I’m going to see it.”

“Who said anything about being lovers?” Applejack snapped. After a moment she sighed. “I’m sorry Twilight, I’m just so dang confused.” Suddenly she gritted her teeth trying to control her volume “Uwwww!”

“Okay, for now, let’s forget the lovers part. I want to help you because I love you. I just need you to spread your legs and let me see your, you know, your… mare parts.”

“That's easy for you to say, in fact, I think you like sayin it.“

“That is so not true!” Twilight paused. “Okay, maybe a little. Or a lot. Yes, definitely a lot. How about ‘My dearest Applejack, would you be so kind as to let me examine your vagina?’ Hmmm, I kind of like that too.”

“Well, then you just keep saying that all night cause I ain't lettin you see my, well, what you seem so all fired up to get a look at!”

Twilight sighed, her fears of Applejack’s prudishness were clearly well founded. “I can see this is going to be a long night. Applejack, I just need to see what’s going on. And you will let me because you love and trust me.. . Or don’t you?” Twilight whispered, raising an eyebrow.

“Don’t you dare go there Sparkle!” Applejack whispered angrily, “You know dang well I’m in love with you and I trust you with my life, but there are some things that a mare keeps private, even from those ponies she’s in love with! OWWW!”

“You listen to me Applejack - you may be a lot stronger than me, but you’re in pain right now and I’ll bet that with my magic and strength, I can force those legs apart. Now lift your nightshirt and spread ‘em!”

“You wouldn’t DARE!” Applejack glowered at her, then grimaced in pain again

“Oh, wouldn’t I?”

Applejack glared at Twilight who glared right back at her. Twilight could see that she was bravely masking a great deal of pain. As if to confirm it, Applejack suddenly whimpered again wincing in agony before grabbing a pillow and pressing it over her mouth to keep the others from hearing. “Okay,” she said into the pillow, “you win.”

Twilight, had to admit to herself that in addition to her desire to help Applejack, she was also feeling both perverted and incredibly turned on. She moved around and sat at the foot of the bed trying not to look as excited as she felt. Applejack reluctantly shifted backward and reclined against the headboard. Despite her obvious embarrassment and shame, she reached down and slowly raised her nightshirt. As she did, she squeezed her eyes shut, looked away in embarrassment, and opened her legs.

Twilight levitated the table that the oil lamp was on and moved it to the side of the bed in order to help her see better. She looked between Applejack’s legs and swallowed hard at the sight.

“Okay, so your pubic cleft looks like it’s shut really tight. Can you relax it?”

“Not with you in the room!” Applejack grumbled, “Oh just forget it!“ she said, pulling her nightshirt back down.

Twilight looked up at her, “Do you remember the other night when Dash asked that question about going down - having oral sex with Princess Luna or Nightmare Moon?”

“Of course. What a bunch of hogwash!”

“Well I have to admit, I was pretty grossed out by it too. Some of the meaner mares back at the Academy used to talk about those things. I thought it was one of the grossest things I’d ever heard of. My attitude on the topic didn’t make me a lot of friends, especially when I told them what I thought. Anyway, when Rainbow said that, I thought most of you were okay with it and when I got home I was pretty upset. I was worried it would come between us.”

“Really?”

“Yes. I even thought up a little speech to explain how I felt. But then I started to think about, you know it. Then I started to imagine it. Then some funny feelings started happening between my legs.”

“Like what kind of funny?”

“Like my, um, you know, my mare parts-”

“Pussy. I thought you said it was called a pussy.”

“Right, my pussy wanted to be touched - well more than just touched.” Twilight looked away in embarrassment, “okay, a LOT more…”

“So?”

“Well, promise you won’t ever tell anypony.”

“I promise.” Applejack answered eagerly.

“I, uh, touched it.”

“Ohhh, this is really starting to hurt”

“That’s because your body is getting aroused. I think I have a theory about what’s going on with you down there.”

“Never mind, what happened when you...?”

“I’ve never felt anything like it - it was...I couldn't stop. I felt so ashamed of myself but it felt so good. I was imagining this really cute colt with his face between my legs. He was blonde - that’s all I could see.”

“Ewww! That is just gross!”

“Well fifteen minutes before that, I thought so too. But once I started, you know - doing it, gross wasn’t exactly what I was thinking. I wanted to see his face, to know who handsome young stud in my fantasy was.”

“Well?”

“Well he looked up at me”

“SO?!! Who was it?”

“It was you.”

Applejacks eyes flew open wide. “ME??!!”

“eYup, and your face was quite a mess from, you know....”

“You must ‘a thought you’d spit your bit!”

“No. Actually, I imagined kissing you, wet muzzle and all, and after that, I had my very first orgasm.”

“You keep talking about having an orgasm, What the hay is that? Some kinda dessert? Was that after you stopped, you know, doing it?”

Twilight laughed. “No silly, it’s like every good feeling you’ve ever had, and a few you haven’t, going through your whole body all at the same time.”

“Kinda like winning top prize at the Equestria County Fair? Because I’ve done that and let me tell you, there ain’t a better feelin in the world!” Applejack announced proudly. She looked at Twilight and paused. “What? You think that’s funny? Let’s see you try it!”

“No sweetie,” Twilight’s face turned pink as she struggled to keep from laughing, “It’s not that. I’ll tell you what - if you still think that winning top prize at the Equestria County Fair feels better than an orgasm, I’ll dress up one year on Nightmare Night as a pussy.”

Applejack started laughing, “You’ll what?”

“You know, a pussycat. But if an orgasm is better than winning, then you go dressed as a pussycat. Or any kind of cat - you know like a panther, or a tiger, or even a lion. It’ll be our private joke, Deal?”

“Okay sugarcube, but you better get sewing, because like I was sayin’ nothin feels better than takin that top prize!”

“Okay, it’s a deal.”

“I’ll bet you were glad to get cleaned up or whatever after you got all done doin, you know...gettin it out of your system.”

“Um, well…”

“Wait, you don’t mean to tell me you did it AGAIN?” Applejack whispered emphatically.

Twilight blushed, “Actually, um, I did it two or three more times that night and then this morning in the bathtub, then earlier today when you and Spike came by the library.”

“WHAT?!”

“Shhh! I couldn't help it! I was looking at you from the window in the bathroom, It was the best orgasm ever” Twilight said, momentarily lost in the erotic memory. She looked back at Applejack and suddenly blushed deeply and looked away, smiling in embarrassment. “I wanted to tell you.” She heard a whimper and looked back, “Oh AJ, you’re in so much pain! It’s all this talk about sex - it’s getting you excited and aroused.”

“No it aint!” the earth pony grunted, clearly straining hard in pain.

“OH! You are sostubborn! Well I’m going to prove it to you!” Twilight shifted around so that she was kneeling, on the bed, directly in front of Applejack, her legs apart. She leaned back slightly and smiled as seductively as she could, then traced her hoof up, from between her legs and up to her chest. Applejack tried not to look but found she was unable to look away from the adorable pony in front of her in that sheer white silk negligee. She drew her knees up to her chest and grabbed them.“Oh dang this hurrrrts!”

Twilight immediately leaned toward her and embraced her. “You see? Now please Applejack!” she begged in a whisper, “Please let me help you.”

The two ponies looked into each other’s eyes, Twilight reached over and brushed a loose strand of blonde mane from her face. “I love you,” she said softly.

Applejack cast her eyes downward and blushed. “I know.”

Slowly the farm pony eased her legs forward and lay back, resting her hoof on the hem of her nightshirt. Twilight placed her hoof atop Applejacks. The blonde earth pony looked up at her, her expression one of uncertainty, and slowly withdrew her hoof, leaving Twilight’s resting there alone.

The unicorn looked down at her hoof then up into the now brave and trusting but slightly fearful eyes of her lover.

As she slowly raised Applejack’s nightshirt, the two of them blushed. Twilight waited until Applejack looked down between her legs before she let herself look.

As Applejack made the concentrated effort to relax, pink color began to return to the skin under her coat on either side of the blonde cleft. “That’s it, that’s my beautiful Applejack, just relax.” She noticed that Applejack had smiled at her last words, and loved her all the more for it.

Now that Applejack had relaxed, her genitals had begun to get excited and pink.

“It feels weird. Kinda tingly.”

Twilight nodded dumbly, too preoccupied at the sight of one particular part of Applejack’s anatomy. It was a soft shade of pink and as it slowly became erect, it began to extend out from under the surrounding hood and lips.

“Sweet Celestia...” Twilight muttered in a dazed whisper.

Applejack’s clitoris was certainly bigger than her own and it was amazing. She looked up at Applejack’s face and saw her cheeks were bright red, then looked back down between her legs.

Why isn't she at least a LITTLE wet? I certainly am! I'm soaked! Oh hay, if I move I think I’m going to have an orgasm. I can feel how wet I am. We’re even going to have to wash the sheets. And the mattress. And probably the floor underneath. Am I ever starting to ache…” Watching as everything between Applejack’s legs took on a healthier and deeper shade of pink wasn’t helping. “How are you feeling now sweetheart? Oh I just LOVE calling you sweetheart!”

Applejack suddenly relaxed and just looked at Twilight. A smile spread across her face. “Not as much as I like hearing it.”

“Do you feel any better?

Applejack. taken by the lack of familiar pain, replaced by a wonderful new pleasure answered, “It’s startin to feel... well, it’s hard to describe. but good - especially all, you know, down there.” she said with a nod. “I still kinda ache on the inside though.”

“Applejack, have you ever gotten, um, wet down there. Not from pee, but more like a thick slippery wet.”

“What? No!” she whispered as though insulted, “What the hay are you talking about?” She closed her legs together. As she did her eyes opened wider for a second in obvious surprised and her cheeks flashed pink for a moment.

“What was that? Did you feel something?”

“No! Nuthin,” Applejack said stubbornly.

In fact, she had. Applejack’s very sensitive clitoris, now that she relaxed her pubic muscles, had at long last, become fully engorged and extended beyond the hood, (quite a bit beyond the hood) As she closed her legs, it gently, if inadvertently, was stroked by her vaginal lips and hood. The pleasure of the sensation caught her completely by surprise. But she was determined not to give Twilight the satisfaction of being right.

“Calm down sweetie, I was just getting some facts. You look like you’re feeling a little better.”

“Uh, yeah, I think that sharp pain is gone.”

“That’s because you stopped clenching everything down there. You really need to be nicer to your mare parts. I can't wait to show you how nice they can be to you!”

“I’d take it kindly if you wouldn’t talk about my mare parts. It’s embarrassin.”

“I'm just pointing out that if you hadn’t been squeezing your parts like an iron vise all these years…”

“...then my parts, would have been wide open for all Equestria to see!” the earth pony snapped.

“Hmmm, point taken. But it only happens when you're aroused. I just discovered that little fact myself. I never had that happen before.”

“Well I’ve got a couple of years on you, and I can tell you - it’s a might embarrassing, that's all.”

Neither of them spoke for a while. Twilight suddenly felt a little bit guilty and ashamed as she began to appreciate how painful this must be for Applejack. She waited, prepared to give her as much time as she needed, but they both knew that they had to get past this.

Applejack drew a deep breath, “The long and short of it is - well it was a while back, in fact it was just after my first, you know…”

“Estrus?” Twilight offered.

“Yeah. Anyway, I was visitin’ family in Appaloosa for the big country fair. They had this contest for the strongest stallion. One event was a tug of war and there was this one big o’le Clydesdale that was just the handsomest thing I'd ever seen. When I saw him tuggin’ hard and sweatin’ and gruntin’, I started feeling kinda anxious down, you know, in my mare parts. Well, I caught this friend of my cousin Braeburn’s starin’ at me, or at least that part of me. He made the big mistake of sayin somethin’ I reckon he thought was funny. To say I didn’t take it all that well would be like saying Pinkie Pie has a little bit of a sweet tooth.”

“That jerk! I'm so sorry sweetie.“

“By the time I got done with him, I'm pretty sure he was too. I reckon he’s still walkin funny.”

“I hope so. So you’ve been clenching every time you felt something happening?”

“Well a ‘course! Doesn’t everypony? After a while I didn't much think about it, I just did it.”

“You poor thing! No wonder you don’t recognize what it’s trying to tell you. All getting aroused means to you is pain. Well Applejack, I'm here to tell you that all your clenching days are done. But it looks like it has caused a little problem. Nothing that we can't fix though.”

“How are we gonna keep other ponies from starin’ when, you know...? ”

“There are other ways. All you have to do is to gently hold it closed. I mean, sure, you are bigger than average...”

“Like how?” Applejack seemed to have forgotten her embarrassment. She turned and looked at Twilight, her face reflecting concern.

“We’ll talk about that later. For now, let’s talk about how we’re going to help you. Now pay attention - A mare’s vagina is supposed to secrete a thick, slippery substance when she gets sexually aroused. There’s no scientific name for it but most ponies call it ‘cum’. They spell it with a ‘u’ and no ‘e’. There are glands at the opening of your vagina and inside, that secrete it. Oh, and when you have an orgasm they sometimes call it ‘cumming’”

“Seems like an awful lot to keep track of if you ask me. And another thing, if it’s all the same to them I just as soon they keep what I secrete a secret…” The farm pony said and couldn’t help but smile a little. Twilight laughed and then put her hoof over her mouth to stifle it.

“You made your first vagina joke!! I’m so proud of you!” Twilight whispered gleefully.

“Shut up Sparkle…” Applejack muttered with a poorly suppressed smile. “Besides, just exactly what makes you think I'm aroused?“

“I thought we were clear on that. Once again, it’s your mare parts, that's what! Look at your clitoris! And right now, I’m proud to say,” Twilight said with a proud little shake of her shoulders, “I have sexually aroused you…”

“So all this pain is your fault?” Applejack demanded in a fierce whisper, her anger returning, though Twilight could see she was kidding.

Twilight smiled weakly. “Uh, well, I guess one could look at it that way…”

“Well thanks, lover-girl.” Applejack looked away glumly.

“But Applejack, I think we can fix this. All these years you have clamped down so hard each time you get excited, that all you know when you get aroused, is pain. One of the reasons, I’m pretty sure, besides that fact that you clamped that poor, sweet, gorgeous clitoris of yours in a vise-”

“Excuse me - now just what the hay is this clitoris you keep goin’ on about? Are we even still talking about my mare parts? How many parts do I have down there anyway?” she demanded.

“Shhh, calm down…”

“How’m I supposed to calm down when you're telling me that I've got parts down there I didn't even know about, not only that but they're gorgeous?! Then you said something about clamping them in a vise. None of them words should be used when talking about, you know…down there ”

“I know this all sounds new, but I’ve been reading and studying the topic and I plan on giving you all kinds of lessons-”

“What a surprise… “

“I'll ignore that. So here is lesson one - see that, um, pink thing sticking up there like, a… a pencil eraser? Well that is your clitoris and it is absolutely going to become the favorite part of your body.”

“I know you're wrong about that. My apple bucking legs are my favorite part.”

“We'll see about that. Now spread those beautiful apple bucking legs again. That's it, now was that so hard?”

“Keep it up Twilight, just keep it up… “

“I plan to,“ the unicorn said with a giggle. “So, after tensing everything in your vagina for the past couple of years every time you get aroused, you’ve trained the glands to swell and they get blocked. It can take a while for your body to reabsorb everything and the glands to relax. Meanwhile that whole time, you’re in pain.”

“Am I ever. I hope you know that you sound like some kind of scientific pervert.”

“You just figured that out about me?”

“Very funny. So, how do propose we fix it?”

“I’m thinking about that. Let’s see, this only happens when you’re aroused, otherwise, everything is normal, right?”

“That’s about the size of it,” Applejack said, “I still can’t believe we’re sittin here talkin about my…”

“Get over it,” Twilight said flatly. “Now, how are we going to take care of this…” Twilight began to consider the options. Applejack watched her closely.

Applejack scowled, “What’s wrong? You don’t look so good.”

“Well, I can only think of one way. It seemed really exciting earlier today when I was, you know -”

“Bein’ a pervert-”

“Masturbating”

“Same thing.“

“Hey! You didn't even know what mastur-” Twilight suddenly stopped, “wait, are you teasing me?“

“eYup.”

“Whyyyy?” Twilight whined.

“Because it's so irresistible sugarcube, just like you.”

“Thanks, but you do know two can play at that game?”

“Yeah, but one of us is a lot more teasable than the other.”

“Oh ho, well we'll just see about that! So where was I?”

“You were masturbatin’.”

Twilight blushed, “Oh…right.” She looked down between Applejack’s legs. “Anyway the idea of doing this thing really excited me. But to tell you the truth, right now part of me is kind of., well,..”

“It’s gross, ain’t it?”

“Well, yeah, kind of. But a part of me is excited - I mean REALLY excited about it. But another part is kind of grossed out. But you're in pain, and I really want to help you.”

“Why can’t I just go to my doctor?”

“Uh-huh. So why haven’t you yet?”

“Well, I, uh… I ain’t had the time!”

“Uh-huh again. Well why don't you just go to the doctor and tell him what I told you. What needs to happen is your glands need to be gently massaged.”

‘They WHAT??!!

“SHHH! Not so loud! They need to be relaxed so the, um… cum can be secreted. All you have to do is to get yourself aroused, I’ll be glad to help you with that part, it is something I am really good at after all, then you go to the doctor and have him use something to massage the inner walls of your vaginal canal. Easy”

“There ain’t NO WAY I’m doin that!!” she whispered fiercely.

“I know,” Twilight said with a wicked smile.

“I hate you Twilight Sparkle.”

“Hey, I’m the one down here at the business end of things ready to go all in for princess and country!”

“Hold on,” Applejack demanded, “just what are you gettin at? ”

“You know, and stop pretending that you don’t. Do you want to get better or not? I’m willing to do it but you at least have to cooperate a little bit!” Twilight's whispers grew angry again.

“Ain’t there some other way?”

“Not unless you have any ideas. The nature of the problem, as I’ve stated, is inside you. We need something soft and gentle that we can, you know, put inside you to very gently caress everything. It has to be something that lets us feel around, you know, to help everything start flowing.”

“Like what? Why are you lookin down there like that? You know you ain’t lookin so good Twi. What are you… “ Applejack’s eyes went wide. “nnnnnNNNNNOO!! No no no no NO!! You absolutely, positively AIN’T ...and you SURE as shootin ain’t puttin your tongue…!” Applejack turned away as though she were going to vomit. “That is too disgusting Twilight. I’ll deal with the pain, besides, you don’t exactly look like you’re too crazy about the idea.”

“So you really didn’t know? What did you think I was talking about?”

“I don’t know,” Applejack said in bewilderment, “but it sure didn’t have anything[/] to do with putting your mouth anywhere near the general vicinity of between my legs!”

“But it’s the only way! We have to have something that can feel its way around in there...” Twilight looked down at the blonde pubic mound and swallowed hard. “I really thought I would want to do this a little more when the time came…”

“I can’t believe you are talkin about puttin your tongue in my mare parts! It’s…”

“Disgusting and gross, and nauseating, and perverted… I get it. But you look like you are in so much pain.”.

“I can’t lie Twilight, and it’s getting worse every minute.”

“That's because secretly part of you is just as excited about me slipping my tongue in there it as I am. Admit it. ”

“No! Ohhhhwwww“

“Do you mean to tell me that you aren't the tiniest bit excited by the idea of my warm tongue caressing you down-”

Applejack’s face turned bright red.

“Uh-huh.” Twilight smiled “So am I.” She then took a breath and steeled herself. “Well, I’m ready to go in.”

“Very funny! What if I pee? You ever think of that? No, this is just too weird and too gross.”

“You’re not exactly helping me here!”

Applejack sighed and smiled sweetly, “I know, and I know you’re just trying to help me sweetie,” Applejack drew in a deep breath, then gulped, “Okay, let’s try it.”

“Okay,” Twilight said nervously. As the idea that this might actually happen occupied Twilight’s mind, her mouth went dry and she started trembling.

Applejack looked at her, “Oh sweetie look at you. Nope. I just can’t let you do it.”

“Listen Applejack, we love each other and we have to work together. Is there anything else about this that is bothering you?”

“You mean like the feeling of something moving around inside there? No, why would that bother me? Just because it’s weird, and right now I think it’s gonna hurt?”

“I promise I’ll be gentle, and I won’t spend any more time in there,” she looked at it again and gulped hard, “than I absolutely have to.”

“Are you sure?”

“Oh yeah. Now let’s just get this over with.”

“I reckon we should. Since we’ve been talking about it, it’s been getting worse.”

“I was afraid of that. At this rate you’ll be in too much pain to ever get to sleep.”

“Okay, I guess…” Applejack turned as sat on the edge of the bed, letting her legs dangle off the side. “Is this okay?” she asked.

“I think that should be fine..” Twilight tried to sound as brave as she could. “Now, just scoot forward a little so that your rump comes right to the edge.” Applejack scooted as asked. “Now bring your back hooves up and rest them on the bed frame - perfect.” Once the blonde pony was in position, Twilight propped a bunch of pillows behind her. “There, that should be good.”

“Oh Twi, you’re trembling!”

“Yes, I guess I am.”

Twilight’s vulva had been throbbing and her scent was everywhere. She was quivering very hard, her heart hammering like a hummingbird’s.

“Twi, if anything happens…”

The unicorn looked up, worried.“Like what?”

“What if I get nauseous?”

“I’ll probably throw up too. Now just lie back” Twilight’s voice shook and they both looked at each other as though their lives were on the line.

“Well, I guess.” Applejack slowly lowered herself back and rested on the stack of pillows. She took a deep breath, closed her eyes tightly and gritted her teeth. “Okay,” she said grimly, “I’m ready.”

Twilight was woozy and wondered if she would pass out. She made a towel materialize, stood up and laid it on the floor where she’d been sitting. She returned to the spot and sat then looked up. The once sweet face of Applejack now looked both grim and frightened.

Something deep within her that had been troubling Twilight finally made it out of the fog of her subconscious. The realization of what it was overcame the young unicorn’s heart. She felt a rush of emotional pain building in her throat and suddenly her eyes were brimming with tears.

“Oh sweetie, let’s not do this, it’s okay, we’ll figure out something else.” Applejack leaned forward.

As she looked up, the tears spilled from Twilight’s eyes.. “I’m so sorry,” she barely whispered, “This is your first time and I wanted to make is special for you. Now I’ve turned the whole thing into some stupid science experiment. We’ll never have another first time,” she began to cry, “I’m so sorry.”

Applejack leaned forward, cupping Twilight;s chin in her hoof. “Twilight sweetie, that’s the pony I fell in love with. I have my family and the farm, I really ain’t got time for asking the questions you ask, but when I met you and saw how you saw things how could I not fall in love? You are so different from any pony I’ve ever met. Smart and so sweet, so trusting and caring, which ain’t exactly like most of the unicorn’s I’ve met. And you’re so curious! I know just you want to make this special for me, and sweetie, that is enough. A lot of ponies would have gotten mad at me for, you know, but you’re looking for a way to fix me. I wish I understood this whole sex business, I really do, but except for kissing, I never knew about the rest of it, so I didn’t know it should be the sweet way you’re saying. From what I’ve seen there’s a whole hay of a lot of difference between what you’re telling me and what I’ve seen the farm animals do. Tell you what, even if I don’t like it, we’ll do it again afterward, just the way you want to. This is just a practice run for the first time.”

As Twilight smiled a tear fell from her eye and landed on her cheek. “You would do that for me?” She wiped her eyes with the back of her hooves.

“Twilight Sparkle, I would do anything for you. She leaned forward and gave her a little kiss.

Twilight smiled as the last couple of tears escaped her eyes. “Thank you,” she whispered. Several deep breaths, a wipe of her eyes and a smile or two later, they were back to where they had been. “So we’ll just say this isn’t our first time, okay? This is just getting ready for our first time.”

“That sounds just about perfect to me,” Applejack agreed and smiled warmly at Twilight. “Now you just tell me what I’m s’posed to do and I’ll do it, Professor Sparkle. Oh, but if I see you takin’ notes or pictures, then the whole thing’s off.”

Twilight blushed and smiled, “Okay now, just lie back on the pillows, there, that’s good. You know that certain round muscle under your tail? Starting there I’d like you to relax then let the relaxation spread out like waves from a pebble in a pond. Do you feel it?

“Yeah, I can feel everything startin’ to relax. It's like when I exhale. I think it's workin’ a little.”

Twiight tried to keep the excitement out of her voice. “That's great! Now, lift your butt and pull up your nightshirt” As Applejack shifted into position, Twilight did the same, moving up between the blonde legs, waiting for the unveiling. Applejack raised her head and looked down at Twilight, whose face was slightly pale. She went to say something about the queasy but excited and hungry look in Twilight’s staring eyes, but her love for the young pony overcame her embarrassment and she gingerly and nervously pulled up her nightshirt. Twilight glanced up and smiled, her stomach full of butterflies in knots.

The soft light from the oil lamp gave the downy coat nearest Applejack's cleft a soft shine, nothing like the images Twilight had seen in her fantasies. The illustrations in the books were usually sketches, which tended to be somewhat sterile. The pictures, on the other hoof, were often quite graphic, illustrating both male and female genitals in states of full arousal. Here in front of her was Applejack, her coat, her scents, her voice, everything to remind Twilight, yet it seemed like a dream.

Twilight’s mouth was bone dry. “O-okay sweetie, now just try to relax.”

Applejack nodded. Twilight stared, watching as the muscles around the honey blonde pubic cleft shifted, and the cleft began to open. She could see the hint of pinkness there at first, then more as Applejack’s genitals became firm.

“Okay here we go.”

Twilight drew a deep breath, squeezed her eyes shut, stuck her tongue out as far as she could, and slowly craned her neck forward. The tip of her tongue landed on something warm and furry. It was Applejack's leg. Twilight opened her eyes and looked. “Oh, sorry. Bad aim. I’ll try again. You ready?”

“Uh-huh,” Applejack answered, her teeth still gritted. She was breathing heavily now, fearful of what might happen.

“Okay, here we go again.”

“Mm-kay”

Applejack’s body was taut, with the exception of the muscles between her legs. She was utterly focused on them ready to scoot back at the first sign of trouble. Twilight, eyes squeezed tight, tongue fully extended from between her lips slowly leaned forward, an inch at a time. Then it touched something warm. She opened her eyes - her tongue was at the bottom of Applejack’s outer lips. They felt firm and warm. Twilight didn’t move.

“Twi? I think I feel somethin down there, Is that you?”

Twilight opened her mouth, “Uh-huh.” As she had in her fantasies, she gently pushed her tongue side to side, parting Applejack’s lips. They were slightly salty and a little tart and felt like velvet. Twilight decided it wasn’t too bad, in fact, it was kind of nice. Applejack’s scent was wonderful - deep and earthy but sweet.

Then she opened her eyes.

It was finally real. She was tasting Applejack, inhaling her scents, She had her tongue between her beautiful blonde legs, touching her soft firm pink lips. All those remembered wants and desires from her masturbatory fantasies filled her, leaving no room for the fear and trepidation that had been there moments before. Now it was something new - pure teenage lust. She had a sense of it before but nothing like this. She savored the taste and feel as she moved her tongue forward upward, licking, parting the lips before it. She felt Applejack quiver. Suddenly everything contracted in a spasm. The back of Applejack’s throat had been clenched shut. Now something between a gasp and a whimper escaped her in a barely audible but very deep and long and erotic “uhhhhhhh…”

There was no mistaking the sound. Twilight knew it well - it was the sound of sex. Now it was coming from Applejack. The sound was as arousing and erotic as the sight of her lover’s swelling pussy and to Twilight it was almost more than she could stand. A primal flush of desire filled her. She flattened her tongue then slowly and greedily lapped up Applejack's soft stiffening lips two or three times as if it she were tasting the sweetest ice cream cone ever made. A deep dry “UHHhhhhhhohhhh” escaped the blonde pony as she groaned in pleasure.

Twilight imagined she could feel two littlie devilish horns sprouting from her head as her mouth became an evil grin. “You okay sweetie?” she asked coyly.

Applejack kept her eyes shut tight. “Uh-huh, yeah. I think maybe you should try that again.” Twilight could hear the breathless excitement in her voice.

“Okay-aay” she teased

Twilight started again, pushing in deeper this time. In one very slow motion, she licked her all the way to the top.

The sound of Applejack’s gasp brought out one of her own.

“Shhh,“ Twilight giggled, “I’m going to lick your clitoris now, okay?”

Twilight was in checklist heaven.

“Oh...well okay, I reckon…” Applejack said, clearly disappointed that the focus would no longer be where it had been.

Twilight inhaled Applejack’s scent and it almost drove her out of her mind. An idea occurred to her and she very tenderly ran the soft underside her tongue back and forth across her rigid clitoris.

Applejack gasped loudly and suddenly jerked back.

“Oh, I’m so sorry!! I didn’t mean to hurt you, sweetie!”

The earth pony was panting. She looked up and swallowed, her heavily lidded eyes rolled dreamily, “N-no, it didn’t hurt sugarcube. I reckon it felt better than just about anything ever *pant* I just- I -I just wasn’t ready for it is all.” She paused for a moment to catch her breath. “I felt my butt clench real hard and something start to happen...”

“Of course! I just realized - your clitoris must be incredibly sensitive. It has never been stroked or touched or anything else. A few more strokes with my tongue and you would have had an orgasm. I think we should take our time.”

The blonde pony lay back on the stack of pillows, “Okay... but not too much time. I think I’m ready,” she said, as the intense pleasure faded. She quickly followed it up “You can put it in, Twilight, Go ahead now, I can take it.”

Twilight pulled back and looked. Applejack’s lips had opened as everything had become engorged and taut. This wasn’t exactly like the books either. Those had been pencil sketches and so were black and white, Applejack’s were a rich pink color and tender and seemed to pulse with her heartbeat. Twilight wanted it all.

Sex - who knew it could be like this?

Something burst through her rational mind and overtook it, something that ten minutes earlier would have caused her to have a small mental breakdown. Now she wanted it, and reveled in thoughts of desire and debauchery that a few days ago she would have wretched to imagine. Or were these only thoughts she had kept at bay? Maybe those overheard conversations back at the academy by giggling mares? Maybe her own strong sexual desires mixed with her deep love for this mare was behind it all. Right now Twilight didn’t think about any of it, she wanted Applejack.

Using her hooves she pulled the soft blonde fur around the pink slit aside and opened her mouth, enveloping as much as she could. The feeling on her lips on her lover's tender vagina only made her want more. She pulled gently, feeling the lips and opening with her tongue, caressing, massaging, probing and tasting it all. Applejack’s body slowly contorted in pleasure, as she whimpered and moaned. Twilight, then reluctantly drew her mouth closed, feeling as Applejacks firm lips escaped her mouth as she ended this moment in a long tender kiss. Applejack’s haunches strained, clenching tight as a high groan came from deep in her throat.

With her tender clitoris and sensitive vagina, it was only moments before it became more than Applejack could stand. A desperate, almost pathetic whimper of want escaped her lips as she surrendered to her desires. She focused on the source of the pleasure, arching her back in eager pursuit of more. As her hind end lifted off the bed, Twilight, still kissing, sucking and tonguing her, instinctively reached under and cupping Applejack’s clenched haunches in her hooves, pressed he lover against her open, busy mouth. Finally, she repeated the open mouth kiss, only this time she stopped before closing her mouth all the way. She parted the stiff lips with her tongue, and ever so slowly pushed it part way into Applejacks vagina.

Listening to her lover’s strained gasps in response again brought out a playful wicked little Twilight. She toyed with her, pushing in a little bit, then withdrawing a little less, followed by kisses and little licks. She continued in this manner, feeling Applejack clench and release at her mercy. Soon the earth pony’s moans of pleasure became whimpers of frustration at all the teasing. Twilight loved it. After she’d decided her lover had had enough, she saw the right moment and thrust her tongue almost all the way in.

The want that Twilight had created in Applejack had suddenly and powerfully been answered. The blonde pony cried out in ecstasy and cocked her hips, thrusting to meet Twilight’s tongue. She moaned in pleasure as she felt the warm smooth walls of her vagina close around Twilight’s tongue. It was a sensation neither would ever forget. Now, as Twilight began to slowly withdraw, Applejack found herself wishing it would never end. She had a sensitive and rather small vagina, and motion of Twilight’s tongue as it slowly pulled back sent waves of pleasure up from between her legs.

Fleeting images of things that made her squeeze her pelvic muscles in the past, spilled through her mind. The times she’d spied Dash, clearly sexually aroused but unaware that her swollen genitals were exposed, Rarity bending over once or twice, revealing her slightly open vagina, the time she caught her brother relieving himself in the orchard. In those moments she’d found herself unable to look away and felt that she had violated a trust. The guilt was now renewed as she found herself not only unwilling to expunge the images but bringing them into sharper focus, remembering Dash’s thick clitoris and the pink open slit of Rarity’s vagina. The sexual hunger they brought filled her with deeper guilt, embarrassment, and shame. And Twilight was her partner in this. Good, innocent, sweet little Twilight doing this incredible thing to her. While it didn’t make it all okay, it cemented her trust in her lover.

Applejack was committed to all her virtuous qualities- her faithfulness, her work ethic, her devotion to her family and above all her honesty. This went against all of it. This was something you kept secret, something dirty and perverted but something that felt so good she couldn't believe it. There was the new girl, the bookworm, the smartypants, the goody-goody who had utterly won Applejack’s heart. Now she was suddenly in her bed, their lips touching in a tender expression of love. Now this pony lay with her, her tongue caressing and kissing between he legs, making her want it so much. But as she watched Twilight playfully tease, flicking her clitoris with her tongue, and, sending a sharp pulse of intense pleasure through her, a feeling of intense love overcame her. The sight of utter joy and love in Twilight’s eyes and obvious desire for her awakened something.

Sharing the very personal and private gift of sexual pleasure with Applejack had revealed a new side to the little unicorn, showing how she could be not only loving but playfully nasty. This undiscovered side deepened Applejack’s love for her. It was something so unTwilight that it almost begged ridicule. That Twilight loved and trusted her enough to reveal it caused an ache in the earth pony’s heart. In that moment she knew her life would lack a vital essence without this pony near her. This pony of different shades. So unassuming at times but now revealing a side perhaps nopony had ever seen. It was the ache of a heart that had found it’s true love and one it couldn’t live without. Applejack could no more deny her love than stop the rain.

Just then, the unicorn looked up and smiled wickedly, as she slowly withdrew her tongue, flicking it hard against the firm clit. The farm pony, surprised by the short electric shock of pleasre that shot up her spine gave out a yelp and panting hard, dropped back on the bed and lay there, her breath coming fast and hard.

“Applejack!” she said, feigning serious concern at the loud gasp, “Oh my gosh! Did I hurt you? should I stop?” Given what had just happened the question was absurd, but Applejack happily played along.

“No! I was, uh, just surprised. I’m fine,”

“Should I put it back in?”

Unable to resist, Applejack looked back in trepidation, “Yes. And don’t take it out unless I tell you to. Um, I mean, uh, you know, so you can do it right. So back to it.”

Twilight’s smile became all the more wicked. “Okay, but I’m going to have to go in pretty deep to get to the-”

Applejack’s intent had been to give Twilight a little payback in the teasing department, but as the thought of Twilight’s tongue deep inside her took hold, she heard herself blurt out, “Yeah, whatever, just do it already!” The sound of desperation in her voice was unmistakable.

Twilight looked at her, it was clear that the earth pony had genuinely never in her life ever been more embarrassed about anything.

The slow, seductive, I told you so smile that crossed Twilight’s face didn’t help Applejack feel any better. The tone of her voice was incredibly obnoxious.

“You liked it, didn’t you?”

Applejack loved it. Loved being in Twilight’s web. Loved giving over control to not just another pony, but one she deeply loved. Still, deep inside she knew she hadn’t really given over that much control, this was all play. Incredible play, but Twilight only held the upper hoof as long as Applejack let her.

Twilight slowly licked the firm soft flesh between Applejacks legs and the sensation blotted out all rational thought.

In a very innocent tone, Twilight said, “You know Applejack, you have a really nice pussy”

It sounded incredibly perverted and dirty and coupled with the feeling between her legs, Applejack had to fight the idea that she might not be in as much control of the situation as she’d thought. She looked at Twilight’s nasty smirk. and saw that the unicorn knew exactly what the farm pony had just been through, what a wonderfully intense experience it was and how desperate she was for more.

Sounding like a naughty filly confessing her love for apple pie in hopes of getting some, Twilight said, “I really like licking you and using my tongue to feel inside your pussy.”

In that moment Applejack knew beyond any doubt that Twilight was in complete control of the situation, and it something that the earth pony found a little frightening.

As if reading her mind, Twilight raised an eyebrow, and leaned forward, her tongue curling and uncurling, moving like a cobra. Applejack imagined how that would feel inside her and wanted it so much it scared her. She bit her lower lip and shook her head up and down in short frantic shakes. Twilight saw the tiniest motion of her mouth as it formed the word “please.” Her eyes echoed the plea, begging for more as if her life depended on it.

Twilight’s expression was a cruel smile of power. Applejack could see she was loving every moment of this. She could also see that she was loving Applejack more than she’d loved anything in her life. Twilight leaned forward and kissed her lovers vagina, then looking up with her evil grin, slowly inserted her tongue again.

It was everything that Applejack had imagined it would be - soft caresses, tiny thrusts, and licks. Her haunches slowly gyrated involuntarily in response to the new experience of sexual pleasure.

Twilight had only pushed about 3/4 of her tongue into Applejack’s tight vagina, having pressed the lips apart and licking her way in. Applejack watched intently, “Yeah that’s it -OH, careful, not too much, I’m pretty sensitive. ..but you can go in a little, Okay maybe a little more, but not too mu-Oh yeah, deeper, a little more, yeah, just a little, uh-huh, yeah, as deep as you can, keep pushing.” As Twilight caressed inside she found a tiny row of something...? Gently massaging it with the tip of her tongue was all it took. “Move it around Uh-huh OHHH my pussy, oh TwiI can’t believe how much I love you…” Applejack opened her eyes and raised her head a little, looking down into the eyes of Twilight. “Yeah, yeah, oh, that’s it oh sweetie-uuuhHHHHyeahhh!” Applejack let out a shuddering moan of ecstasy and a moment later Twilight felt her tongue bathed in thick cum. It was unexpected and unsure as to what else to do, she pulled her head back. Her cupped tongue was full and covered in the thick wetness.

Applejack looked down through dreamy eyes... “Wha-what’s wrong? -oh... is that the cum stuff you was talkin about?”

Twilight, her tongue still extended looked somewhat bewildered. “Uh-huh,” she nodded, glancing left and right in search of a clue. Then she looked up at Applejack, looked into her green eyes that were now dreamy and horny. Looked at her mouth, now in a cockeyed grin at the shift of who held the reins. So very slowly and with her evil grin, she drew her tongue in and closed her lips, though her jaw remained apart. Applejack, unable to believe what Twilight was about to do, could only stare as Twilight slowly closed her jaw... and swallowed.

A slow smile appeared on her face. “Mmmmmmm...” She smacked her glistening lips, the reins fully back in her hooves.

As Applejack watched this, an expression of puzzlement, followed by one of a dawning possibility, proceeded by a suggestion of possible certainty, and finally by one of utter embarrassment crossed the earth pony’s face. Her expression grew serious and she scowled at her lover.

“Don’t you say it!!” she warned, “Don’t you dare say it!”

“But you DO!!”

“Do NOT! I don’t believe it!”

“YOU TASTE LIKE APPLES!!” Twilight whispered as loud as she could. “Your pussy juice tastes like apples!”

“I thought you said it was called CUM!” Applejack whispered angrily

“Well that’s for most pony’s, but not you. You have some delicious pussy juice - even if it is thick and warm. What’s the matter? Don’t believe me?” Her expression became very sultry. “Wanna tayyyyste?”

“No I do not! That’s gross. And you ain’t done!!”

“I’m not? It sure seems like you’re cum is flowing now...” Twilight smiled, a long thick strand of cum draping from Applejack’s vagina to her chin.

Applejack thought quickly, “Well, uh. Owwwww! Applejack feigned more pain.

“Uh-huh” Twilight said, wiping the wetness off the bottom of her chin with the back of her hoof. She leaned forward with a fatuous smile of superiority.

“Say it.”

“No.”

“Okay, suit yourself. Time for sleep.”

“Fine!”

“Fine!” Twilight mocked. Then she sat back and looked down. She knew that even Applejack’s incredible stubbornness was no match for her and her tongue. She wanted to hurry things along though. Her own pussy was aching more than she could imagine. The pain spread from right under her tail up the front, through her hips and down the back of her rear legs. Knowing her own wetness was dripping from the sheer silk panties, she looked down. “Wow - look how wet I am!”

Applejack played right into her hooves, as Twilight knew she would, staring there too as if nothing else in the world mattered. Then she broke.

“Okay okay Twilight,I give, I give, please please please do that some more!! I'll do anything ANYTHING, just go back to doing it!”

Twilight sat forward and smiled, “Okay. Since you said please, I’ll do some more.” She closed her eyes and waggled her head a little. Applejack, unable to resist, leaned forward and kissed her. As their lips touched, the young farm pony was taken by how Twilight’s lips were wet and sweet... then her eyes flew open and she quickly pulled back.

“MY CUM!!” she whispered furiously, “You made me taste my cum!! Yuck!! Gross... Hey!” She paused, smacking her lips, “I do taste kinda like apples!! Whadda ya know?”

“Actually, you taste a little like pears too.”

Applejack scowled at her “Don’t you ever...

Ignoring her, Twilight leaned forward to kiss her again. “Want some morrrre?”

“No! I still think it’s gross. I’m just thinking it’s apple syrup, that’s all. Why do you reckon I taste like that?”

“I think it might be because of all the apples you eat. Have you ever noticed after you cook with garlic that when you sweat it smells like garlic?”

“Sure does with Big Mac.” she giggled.

“Well it’s the same thing. You do know that mares put colt’s penises in their mouth’s, right? Because--”

“Stop lying Twilight! That is the most disgusting thing I’ve ever heard of.”

“Okay, well anyway, I guess I should get back to cider tasting.”

“Very funny! But, uh, go ahead...” Applejack said with a wicked smile and cocked eyebrow.

Twilight leaned forward between Applejack’s wide open legs again and caressed the lips with her tongue, making them firm and taut. Applejack lay back and watched, her breath quickening as her blushing cheeks grew red.

“Please Twi, *pant* please, you know...”

Twilight thought about teasing her, but the look of desperation in those beautiful green eyes... Well maybe just a little... Twilight leaned forward and covered her vagina with kisses and tongue caresses. She pointed her tongue to slide it up and in between, she curled the tip and licked the rest of the way up.

“Ohhhhhhh, yeahhhhhhhh Applejack moaned her eyes rolling up. This time Twilight forced her tongue in as far as she could before slowly pulling it back. Applejack spread her legs wider, eagerly, inviting more. As she felt Twilight enter her, she pushed her hips forward.

From all the time she’d spent Applejack’s tighten up stiffened her tongue and pushed hard. I can’t imagine any stallion or even a colt getting himself inside her. I really hope this makes her cum. Mmm she is delicious, I wonder if cum is fattening? Hmm - Well, I’ll just get bigger outfits I guess

Applejack stared intently at herself, down between her legs at the source of all the building pleasure and tension. The focus of her attention was what Twilight had taught her was her pussy. The word instantly seemed forbidden, a code for her mare parts, a word for sex. It became dirty and shameful, but also exciting. As she said the word to herself in her mind, she suddenly couldn’t help but clench her pussy and watch as her pink lips swelled and her clitoris, hard and jutting out beyond what Twilight had called a hood, stood out even more as if straining for more caresses. At this moment for her, the world consisted of only her pussy, she was unaware of anything else. With every thrust, she gave a little whimper of want, eager for the next.

Twilight felt her tongue begin to cramp slightly and with last little push, pulled it out. Just licking felt better. As she did, Applejack continued her little, excited thrusts, tiny sounds of building tension coming from her mouth with each one. As Twilight stopped, the earth pony looked up as if suddenly aware she wasn’t alone. At the sight of Twilight’s smiling face, dripping wet, a look of profound embarrassment and shame came over the farm pony, as though she’ been caught doing something very naughty, or spying on something she shouldn’t be seeing. Her cheeks blushed brightly. This was what she’d seen the animals do when a male mounted a female and here Twilight was doing it to Applejack with her tongue and all the farm pony could think of was how much she loved it and how badly she wanted more. She was utterly ashamed of herself.

Twilight playfully looked up with a scowl. “You filthy little pervert!” she scolded, and then plunged her tongue in and licked again then pulled out. Applejack cast her eyes down and wouldn’t look at Twilight. The little unicorn began to feel bad about her joke.

“It feels really good, doesn’t it?”

Applejack, looking away in shame, nodded.

“Do you like it when I shove my tongue into your pussy?”

Applejack didn’t look at her.

“Hey, it’s okay. This is part of making love. I know it seems really weird and kinda naughty, but I don’t care. I love you Applejack and I’m making you happy and I plan on keeping this up until you have your first orgasm. You are a dirty little perverted pony, but I’m a dirtier more perverted one. I’m the one who convinced you to spread your pussy wide so I could stick my tongue in, right?”

Applejack gave a tiny nod.

“Although you were the one humping it pretty fast and hard...”

The new word caught the blonde pony off guard. “Pardon?”

“Oh, I forgot to tell you that word. Humping is when you move your hips like you were. It’s just like when two animals are having sexual intercourse. Oh, do you know what sexual intercourse is?”

“Not until now. But I think I gotta pretty good idea...”

“So you’ve learned another new word - humping and pussy. So you were having a kind of sexual intercourse with my tongue, which served as a penis. An erect penis. Usually, they’re soft but when they get excited, they get hard so they can penetrate your pussy. Then the stallion starts to hump you, thrusting is a penis, also called a cock, in and out of you.”

Applejack blushed bright red but didn’t look away, in fact, she seemed very interested.

“So don’t feel bad. You were humping my tongue and got very excited at how good it felt so you went faster, I’m glad.”

“I’m sorry Twilight, I just got so excited - it was like I was never going to stop. I was only thinking about wanting more.”

“You were using me, or rather my tongue, for sex. Humping away like I was here for you to use to make you have an orgasm, like your sexual plaything, is that right?

Applejack started to look ashamed again. She nodded.

Twilight’s horny smile left no doubt that it was the right answer. “Yeahhh, that’s what I hoped you’d say. Now, just shut your mouth and open your pussy, okay?”

Applejack smiled happily and spread her legs. A long string of cum hung from her pussy. Twilight leaned forward an caught it on her tongue, following it up to the glistening swollen lips before licking it clean. Still a little uncertain, Applejack bit her lower lip and she shifted her hips back and forth, slowly at first, then faster and faster, each with greater urgency. With each thrust, she let out a pitiful whimper which drove Twilight utterly crazy with desire. She could see that her lover was almost out of control trying hard to reach what would be her first orgasm.

Twilight could see that Applejack was still feeling embarrassed at her sexual greed and even letting Twilight see her pussy. As she thought more about it Twilight began to wonder about her own behavior. What did Applejack really think about her masturbating? The more she thought about it the more embarrased she felt but the more she watnted to do it. Everything between her hips ached.

Applejack had once again started moving her hips around faster, gritting her teeth and watching Twilight’s tongue at lick her. Twilight knew her lover would never ask and so she went back to sliding her tongue in and out. As Applejack hips moved in tiny spasmodic jerks, she stared down between her legs, clearly too embarrassed to look at up at her lover. Twilight could see that she had reached a plateau and was desperately struggling to reach her climax.

Reaching around the firm blonde hips, Twilight took hold and pulled her close, plunging her tongue all the way in. But Applejack shook her head without saying a word. Applejack was clearly growing more frustrated. Twilight suddenly pulled back, panting. Applejack’s cum was all over her muzzle and dripped from her chin. Their eyes met and Twilight swallowed. Then she leaned forward as if to start again. And as before, Applejack looked down between her legs away from Twilight’s gaze. This time though. Twilight stopped. Applejack, her breath rough and desperate, looked up to see what was wrong. Twilight leaned forward, Applejack looked down, avoiding her gaze. This happened a couple of times. The message came through loud and clear - if Applejack wanted Twilight to keep doing this thing, she’d have to look her in the eye.

Twilight leaned forward and looking into those green eyes she loved began once again to slip her tongue in and out. Applejack, looking back at at her, quickly picked up the pace, meeting every thrust. Twilight had never seen anypony look so desperate, and so ashamed of that desperation. This earth pony was proud and dependant on no one, but here she was incredibly vulnerable, unable to stop herself, needing this thing that seemed so debasing, so perverted. She whimpered as she looked at Twilight as though begging for her forgiveness in using her like this and but refusing to stop. Twilight saw it all and spread her legs wide so Applejack could see. Then she reached down between her legs and let Applejack watch her masturbate. At the first touch, she realized that the silk felt against her flesh was incredible and let herself enjoy it, at once moaning and rocking, humping her hoof then caressing her pussy through the fabric. Through the see-thru middle of the panties, Applejack could easily see the folds of Twilight’s lips and clit pressed against the fabric and watched as cum dripped out to the towel beneath her. She stared at the show and bit her lip deeply embarrassed for both of them, but clearly very excited by it.

Twilight ran her hoof up and down directly over the slit of her vulva. She could easily feel the bump of her hard clitoris and moaned as her hoof passed over it, causing her vagina to clench tight. She pressed firmly as her lips and clit strained taut against the silk.

The young unicorn, anxiously approaching her orgasm, applied a little more pressure with her hoof. As she ran it up the center of her panties something caught on the silk. A tearing sound followed it and a long, thin rip opened up. Applejack watched in lustful pleasure as Twilight’s thick wet lips and rigid clitoris forced their way through the tight slit in the fabric and splayed out there like an open flower.

Applejack was humping fast now, sweat streaming down her face as she made little cries of pleasure. She felt the tension building. starting in the muscle under her tail and spreading up. The sight of Twilights' pussy as it forced its way through the slit, sent Applejack into her first orgasm. The moment she felt the orgasm start, she looked into Twilight’s eyes, not caring how desperate and vulnerable she looked. Knowing this was a true mark of her trust, she let it come, felt her face contort in ecstasy as she rocked her hips faster and faster as Twilight licked, thrust, sucked and probed.

The sight of Applejack's face as she came was the most erotic thing Twilight could have ever possibly imagined and it brought Twilight instantly to an orgasm. She felt Applejack squeeze tight around her tongue and found she had to force herself in and out of her. The warmth of her body and the scent of her coat added a dimension that no fantasy ever had.

The tear in her panties had been just large enough for Twilight’s lips and clitoris to force their way through. Now thick and fully engorged, they were trapped and splayed out, dripping wet and incredibly hard and sensitive. Twilight discovered the slightest touch was ecstasy. Her orgasm caused her to clench so hard she felt her cum spill over her hoof.

Applejack’s watched this, an expression of hunger on her face, her eyes bright and shining. The two of them looked up at each other, red-faced an panting hard as they both began to tremble and suddenly they climaxed again.

Applejack pulled back and collapsed on the pillows stacked behind her. She lay there twitching and gasping for air, her breath harsh and uneven, her throat raw. “Oh Twi, I’ll dress as any pussy you want” she gasped - I’ll dress up as your pussy! That was WAY better than winning anything ever!”

Twilight rudely slurped the cum off her dripping muzzle. “First of all, you ARE my pussy! Second of all, there’s nothing left to win, because I won it all. Ready for more?”

“Are you crazy?” the farm pony groaned.

Twilight smiled at her breathless lover. Then she leaned forward and quickly kissed Applejack’s clitoris making her jump. The earth pony looked down to scold her but then saw what Twilight was about to do. Twilight’s pursed lips were still poised over Applejack’s pulsing clitoris.

“No, no, oh please no more!!” Applejack whimpered pathetically.

Too late.

In that moment, Twilight sucked the large clitoris in between her lips.

The intensity left the poor blonde pony unable to control her body. and she contorted on the bed thrashing like a bucking bronco. Suddenly the pain gave way to pleasure and she once again thrust her quivering hips up against Twilight’s muzzle, holding herself there, shaking. Twilight sucked hard and ran her tongue all over the now very sensitive tip. For Applejack the feeling was an intense mixture of pleasure and pain. Her eyes squeezed tight and teeth clenched she arched her back higher and gave a suppressed, high-pitched squeal. Finally, she collapsed back on the bed, barely able to catch her breath and lay there twitching.

Twilight now pushed and sucked, alternately drawing Applejack’s clitoris in and out between her lips. Applejack lay there whimpering as little orgasms made her jerk and moan.

“Wha yuh?!!” Applejack whispered, unable to form the words.

Twilight stopped for a minute and looked up, licked her lips and said, “I don’t know, it just seemed like something to do. Do you like it?”

Applejack looked down at her with eyes as wide as they’d ever been, swallowed and nodded a desperate YES.

Twilight reflected for a moment, “Apple flavored cum. Mmmmm.”

“UHHHH!!” Was all the exhausted pony could manage.

“No, seriously.”

“Uh-HUH.”

“Well not having tasted very many pussies I don’t have much to compare it to but yours certainly reminds me of apples. Sure you don’t want another taste?”

“UHHH...” she declined

“Okay, well your loss.” Twilight then leaned down and gave her a long slow lick from the bottom to the top then repeated it a few more times, eliciting little mews of pleasure from her lover.

“Go back *pant* to doin *pant* thing you *pant* do!!”

“What thing?” Twilight said with over feigned innocence

Applejack swallowed dry and hard, barely able to talk. Her breath was harsh

Twilight sat there with a truly sweet and obnoxious grin on her face, every so often wiping the dripping wetness from her chin with the back of her hoof.

Applejack lay there, staring daggers at her while still trying to breathe.

Twilight added a cute little shrug of her shoulders.

“Hate you Sparkle! *pant Come ON! That thing! That thing you *pant* do! You were doing it before.”

“Hmmm, that thing I do…”

“Now you’re just bein cruel! Stop playin games and just do it!”

“Do what?”

“That thing you do! Twilight Sparkle, *pant* you better start doin that thing you do or...”

“Or what?”

“Forget it.”

“You can try and try to forget me, but it’s just so hard to do, especially when I do that thing I do..”

And with that Twilight did that thing she does. Because she had been a little bit cruel she started by gently swirling her tongue around the tip.

“YesohyessssssThat’s it that’s it that’s it that’s iiiiihhhhhhhhhhHHHHHTT!!!” Applejack’s underhooves clutched the sheets as she went into an orgasmic spasm. Her back lifted off the bed again. Her face was bright red and her eyes were squeezed shut tight as her mouth opened in a silent cry of ecstasy.

Twilight kept her there, gently sucking and playing, teasing her with gentle orgasms, but finally, the poor earth pony became too exhausted and at last, unable to stand it any longer, she collapsed on the bed, her raspy throat panting hard, utterly out of breath.

Twilight climbed up on the bed and leaned over Applejack’s smiling, red, exhausted face. As she leaned down to kiss her, Applejack pulled her head back. “S-sorry Twi” she panted, “w-would you-huh- mind wiping your-huh- lips off first? I’m s-sorry...”

Twilight rolled her eyes, “Are you serious?

Applejack nodded.

“And I suppose you’ll want me to rinse my mouth out too?” she asked sarcastically.

“W-well now that-huh-you mention it...” Applejack panted

“I WAS BEING SARCASTIC!” Twilight whispered in frustration.

Applejack smiled and shrugged. “Sorry, I still think It’s gross...”

As Twilight turned to get off the bed, Applejack rolled over, spun and was on her like a panther. She flipped her on her back and by lifting Twilight’s rear legs forward pinned her down. She looked down between Twilight’s legs, then slowly looked up. The expression on her face made Twilight gasp. It was a sound that carried more fear than anticipation.

It was also clear that Applejack had lied. Gross was the last word on her mind.

In the moments surrounding the feeling of Twilight’s first lick of her vagina, the earth pony’s ideas regarding mouths, tongues, vagina’s and cum and which of them belonged together and which did not, were suddenly anything but certain. When Twilight had followed that first lick by lapping her aching vagina with the flat of her tongue, her mind began to have a fundamental shift in attitude. The vague mental of Twilight’s pubic cleft, open and wet with (cum?) suddenly seemed very appetizing and more than just a little arousing. Moments later, as she felt the incredible intensity of Twilight’s tongue across her clitoris, she had to fight the desire to flip things around, tear those panties off her and bury her tongue into Twilight’s soaking wet pussy. But Twilight seemed to be having so much fun with her tongue and Applejack’s pussy that she decided to let her continue. Of course, that wasn’t the only reason...

The little unicorn’s rigid, engorged lips and clitoris had forced their way through the slit in the panties and stood out pink, wet and firm. Twilight, her mouth agape, just watched in shock and not a little fear as Applejack greedily sucked, licked, and probed, tasting and clearly loving it. Given any other circumstance Twilight would have jumped up and run as fast and far as she could from this ferociously horny pony.

But Applejack REALLY knew what she was doing and Twilight had no intention of stopping her. It felt like a dozen tongues and lips were vying for a taste of her. Twilight’s body contorted in pleasure, her hips shifting, grinding into the mattress, then suddenly pressing up as Applejack had done.

Now she gently caressed Twilight with her tongue. Then suddenly, as Twilight had done she pulled the unicorn’s large clit in between her lips and began to caress the smooth warm bulb with her tongue.

Twilight suddenly squinted at the sensation and her jaw clenched “Yes, yes, yes, yes, ohhhhuhhh,” she whispered rapidly. Applejack backed away just enough to release her clit, the suction was enought that, It made a soft “popping” sound. Applejack leande forward and once again pulled Twilight’s clitoris between her pursed lips, sucking hard while she teased the tip with her tongue. Twilight’s face went into a teeth-gritting grimace, her neck arching back as she groaned in pleasure. Once again, Applejack pulled her head back, Twilight’s clit came out from between her lips, only this time the “POP” was louder. The earth pony giggled at the sound, then looked down. She was a little shocked at the result of all her sucking. Twilight’s clit had become much bigger and seemed to pulse with her heartbeat. They both looked at it. Twilight managed to say “more” as she panted, barely able to speak, “please...more” Twilight pleaded. Applejack continued but not as forcefully, just massage her clitoris, shoving it back and forth with her tongue.

“Yeah, uhhuh..uh-huhnnngg...ohhhh” Twilight was rocking her hips now, looking for more stimulation and getting frustrated. Applejack climbed up on the bed and was lying partly on her side. As she had played with her lover she found her excitement had built up and she desperately wanted to cum again, to be in that state of pleasure with her love. Greatful that Twilight was lost in her own world of ecstasy, she carefully slid her hoof between her back legs.

She had never masturbated before and wasn’t sure what to do other than rub herself. As she carefully felt around she found her clitoris and cupped it in her underhoof. She clutched it, pulled and let it slide from her grasp. Instantly she repeated the motion, grasping harder then softer, repeating it over and over. Her face had been buried between Twilight’s legs, eyes closed as she sucked and probed. She opened her eyes to look at Twilight and saw that Twilight had seen what she was doing and was staring at where Applejack’s jerking hoof passed under her leg. Realizing that she’d been caught masturbating, quickly brought Applejack to an orgasm. As it built she wasn’t as careful with Twilight and accidentally, but softly, bit down or her clit.

Twilight’s head snapped back, her jaw clenching hard in a grimace of pain and...pleasure? She barely suppressed a squeal as her back arched high. The little bite had brought her right to an orgasm. Applejack held her clit gently between her teeth and stroked it quickly with the tip of her tongue. “YEESSSSsssssssss” Twilight groaned, her body trembling hard as she held herself up. Applejack felt her vaginal muscles contracting and released her clit, thrusting her tongue deep inside. Twilight dropped back to the bed, pulling away from Applejack . The earth pony quickly went down and once again inserted her tongue. Twilight moaned in pleasure as Applejack alternated lapping and thrusting, swallowing the cum that coated her tongue.

“No...stop..done...” Twilight panted, pushing Applejack’s head away. The blonde pony looked up. Her face was completely soaked, dripping with Twilight’s cum. The unicorn looked at her and started laughing between her raspy breaths.

“Something funny?” Applejack asked.

“Y-you,” Twilight said, “Mess...face...”

“Is that so?”

Twilight nodded, smiling and breathing hard.

Applejack grinned, leaned down and to Twilight's horror, quickly sucked her spent clit between her lips and pulled back, letting it pop out. Twilight yelped, jumped and twitched as if being electrocuted.

“No-” she managed to get out between raspy breath’s, “Sensitive...please...hurts” she pleaded, tears starting for form in her eyes.

Applejack licked her again and Twilight jerked hard. “Plee-please, no- no more...” But Applejack had her legs apart and Twilight was unable to mount much of a defense. Then the blonde farm pony began gently sucking and licking with increasing speed.

“OW- ow-no, no no” Twilight’s was barely able to stand the pain. “Stop-pussy hurrrrts!” she tried twisting and turning but knew she didn’t have enough strength left. She cound form words and could only make little cries of pain as her body jerked spasmodically.

Applejack woudn’t stop, despite the tears that were spilling from the corners of her lover’s eyes. This had gone way to far, Twilight was in pure agony, but Applejack, perhaps in revenge for bringing her to all this kept at it. Twilight’s cries sounded pathetic. “N-n--n-oo owwwwwooohhhhHHHHH yeah, yeah, , I-I think I’m going AHHH! Oh how did you know to...closer yeah to UM going to cuuumm - a little uh! faster, faster faster tongue pussy pussy I’m going to cum, I’m gonna cum, gonna cum, oh yeah, cumming, cumming oh my pussssyohhhOHHHHHYESSSSS” Twilight felt her body go go rigid. She was unable to tell if it was pain or pleasure that ripped from her clitoris through her entire body, but it was amazing. Her hips rose up, as her whole body quivered in one long orgasmic spasm. “AHHHHHHHHHH!!” Her teeth were gritted hard and her face in an incredible grimace as she grabbed a pillow and pressed it to her mouth, screaming in ecstasy. Her body, taut and shaking, was on the verge of collapse, but she held on. Finally she coudn’t stand any more and dropped back down on the bed. She had to fight hard to catch her breath that wheezed in and out unevenly from her heaving chest

Applejack gently pulled the soaked panties off her and very tenderly kissed the pulsing vagina. “Mmmmmmm” Twilight moaned in pleasure as she began to recover her breath. After several more moments she reached down, grabbed Applejack, pulled her up and kissed her deeply.

“How is that poor little pussy of yours sugarcube?”

“Don’t uh know...can’t uh feel it uh anymore...” Twilight’s eyes rolled back in her head as she continued trying to catch her breath. Applejack gave her a litte kiss and Twilght returned it, before long their kisses were wet messy, long and passionate. They finally stopped to catch their breath and look at each other, eyes bright and shining, panting hard, barely able to speak. Applejack then collapsed, releasing a large, contented sigh and rested her head on Twilight's chest, till their bodies had calmed.

After fifteen or twenty minutes had passed Twilight whispered, “We should probably get cleaned up, although I did read about two mares rubbing their parts together-”

“Are you talkin’ about some sort a’ clitoris wrestling match?”

Through a fit of giggling Twilight managed to say “Y-yesss, you could put it that way.”

“You really gotta show me some a’ them books sometime Sugarcube. Reckon we could save it for next time? I don't think I can even walk.”

That brought them both into a fit of giggles. “H-hold on,” Twilight whispered. Two warm, damp washcloths appeared in the air and each took one. Without a word each reached for the other and gently began to clean their lover's face.

“I love those two words,” Twilight said.

“Next time?” Applejack asked.

“Uh-huh,” she answered, leaning forward and kissing a smiling Applejack.

“You do know sweetie,” Applejack reminded her, “we still have the problem of the rest of them…”

“I’m too tired, let them masturbate.”

Applejack started laughing again then Twilight started.

“N-no no more.. “Twilight pleaded through tears of laughter “can't breathe.. “,

Every time they tried to stop, it just got worse. Finally they lay back on the pillows, more exhausted than before., “Ain't you the funny one. You know what I mean. Our bein’ in love, they’re bound to figure it out.”

Twilight propped herself up on her elbow and traced random lines across her lover's chest with her hoof. “How much do you love me?”

“With all my heart and soul.” Applejack said, gently pulling Twilight’s head to rest on her chest.

“Enough to hide your love except when we can get away together?” Twilight asked, kissing her chest before resting her head there. “I know we can’t have a normal relationship because of our responsibility to the Elements of Harmony, but I will take whatever private time I can get to be with you. We have to use the strength of our love to keep the others from finding out. I can’t show you any favoritism and you can’t treat me special. The only challenge is that you are my right hoof and I would be lost without you.”

Applejack blushed and looked away.

“Oh stop it, everypony knows it and they all accept it.. Sometimes I think you’re the most balanced one of of us. It’s part of why I love and need you.” Twilight lifted her head and kissed the spot on Applejack’s chest directly over her heart.

Applejack giggled, “But how do you reckon we can we get away? Fluttershy talks to all them critters, even those dang beavers! If they spot us together, she’s bound to find out. We can’t even sneak out to the orchard.”

“Fluttershy! I completely forgot about her and her little animal friends. You know Applejack, I had the same idea about us sneaking off into the orchard, but with all those little eyes everywhere... And of course there’s Spike, he’ll certainly get suspicious if you start showing up at the library all the time or if I suddenly develop a overwhelming fascination with apples. We need to come up with a strategy…”

“I feel like something deep in me has changed. In here with you, I don't feel like the same pony that I am out there. Me. you and everything else seems different somehow.”

“I know. We have to remember how we were with them and act like those ponies again. Just like we were before. You know if we just let things go the way they are, we’re going to start pairing up and it will look suspicious. I mean once in awhile, when it gets serious it’ll be you and me, but the rest of the time we really have to make an effort to hide it.”

“And what is it with Rarity? She looks at you like… well… Sunday dinner!”

Twilight laughed, leaned forward, kissed Applejack passionately, then leaned back and smiled seductively. . “Do you really have to ask?”

“Mmmm,” Applejack sighed and smiled dreamily, “I reckon that goes up there with the dumbest questions I ever asked.”

Twilight giggled.

“Okay, well I reckon that means she’s the one that’ll be the most suspicious and will be watchin us closely. I’ll stick by her. Besides, I like her. We get along and we’re so different, I reckon it kinda makes sense.”

“Just don’t stick too close!”

“Are you already jealous? Listen Twilight, I can’t imagine sharing with her or anypony else what you and I share. She’ll always be a real close friend. You are my one and only love.”

Twilight leaned over and kissed Applejack tenderly.

The sounds of the night drifted in through the window as the two ponies lay there quietly

“Twi?”

“Mm?”

“Are you crying?”

“Mm-hmm, a little.”

“Why?” Applejack waited. “Sweetie?”

Twilight, her voice strained with emotion, whispered “It, it was you in the wedding dress,” she sniffed

“I thought so.”

“You looked so beautiful.”

“I know.”

Twilight looked at her, a little surprised.

“I could see it in your eyes.”

Twilight pulled her close in a tight hug and held her, listening to her breathe.

It was about 3:30 in the morning, with everything was quiet and dark. The two lovebirds snuggled, still enjoying the afterglow.

There was still an unanswered question.

“Applejack?“ came the whispered question.

“Mm-hmm?” came the whispered response.

“How did you end up in this room? I saw Pinkie swap with Dash. What happened?“

“That was easy. I just told Pinkie Pie that we were going to to see just how far our tongues would go into each other's pussies so we'd be needing to use the whole bed.“

“Of course! Why didn't I think of that?“

“I reckon you weren't thinking straight, love. “

“oh”

“if you want to know the truth, “

“The truth would be nice, yeah, “

“We both opened our bathroom doors at the same time. She told me I could go first. I was mighty grateful so I offered her the cake I had in Granny Smith’s room.”

“Wait, so you had cake with you in Granny Smith’s room? When did you do that and why?”

“I did it just after putting those duck down pillows on Mac’s bed - by the way, he’s allergic to them too so we gotta put them away in the moring, and the reason I brought the cake up there with me? Well, how the hay’d you ever expect me to get her to trade rooms with me?

“I,

Know all the games you play,

And I 'm gonna find a way

To let you know that,

You'll be mine someday

'Cause we,

Could be happy can't you see?

If you 'd only let me be

The one to hold you

And keep you here with me

'Cause I try and try to forget you girl,

But it 's just so hard to do,

Every time you do that thing you do”

That Thing You Do

-The Wonders