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:

1. This is the perfect night
2. We’re lying together in Applejack’s bed
3. Together
4. In bed
5. Me and Applejack in her bed
6. And I’m dressed in this… negligee.
7. And I’ve stopped moving and breathing
8. And I really need to breathe.
9. 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:

1. Tell Applejack, (another mare who I’ve known for less than two weeks) that I have fallen in love with her,
2. Get her to fall in love with me
3. Then maybe, we can, you know. Do it
4. I just have to convince her to do it, with me
5. Another mare...
6. 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.