Flutterbat unwrapped herself from her wings as she hung upside down from the ceiling of Room 237. She began to walk on the ceiling towards the center. When she reached it, she kissed both of her palms and blew, releasing two of her bat winged hearts. They proceeded to fly around the dark classroom, releasing an invisible mist, coating the floor. She smiled to herself as her babies flew about and thought to herself This will definitely help.

"Hello?" Applejack called out as she peeked her head in through the doorway of room 237 "Anybody here?" She stepped in an closed the door behind her. She then realized how dark it really was, the room only having a faint glow of light from the blinded windows. The way the room was positioned allowed only the sunlight reflecting off the ground outside to seep in through the thin spaces. "Fluttershy? Spike said ya wanted me ta come here ta talk 'bout somethin important."

Applejack didn't realize she had just passed under the girl she was looking for, who was clinging to the ceiling and watching her very intently. Sweet, delicious, apples. Behind the cowgirl, Flutterbat slowly floated down from the ceiling, next to the door. She then reached behind her and locked the door with a key she had swiped, which she then hid in her hair.

"Yes Applejack" Fluttershy said causing AJ to spin around in surprise "Something very important."

"Oh, there ya are Shah" AJ panted slightly with a hand to her chest.

"Did I scare you?" Fluttershy asked amusingly, her eyes and other portions of her body made visible by the light from the windows. She smiled to herself as she noticed that the mist that was only visible to her was rising up and entering the unknowing cowgirl's nostrils.

"Oh no, ya jus' startled me was all" AJ clarified as she composed herself "So what did ya need to talk about?"

"Well" Fluttershy began "I wanted to ask you what you thought of my new look" she finished by placing her hands on her hips and leaning slightly.

It's pretty dang hot AJ thought to herself. "Well, I think it looks pretty good on ya. Who are ya tryin ta impress in that get up anyway?" having meant it as a joke, she didn't expect a serious response.

Fluttershy walked a little closer to Applejack, leaving five feet between them before responding. "You."

Applejack's eyes shot open, caught completely off guard by the response. Me? "Beg pardon?" As Fluttershy had moved closer, the stripes of light from the windows rolled over her body, momentarily giving AJ a quick, clear view of her cleavage.

"I've been watching you AJ" Fluttershy continued "And I've been liking what I see."

Her voice is so sweet and soft, wait what?! Applejack blinked rapidly upon hearing her own thought Where did that come from?! "W-w-what uh...what are ya...talkin about Flutters?" she asked nervously.

"Your hair in that ponytail with that Stetson" Fluttershy said in a sultry voice as she slowly stepped closer "It gives you that beautiful rustic look." AJ slowly and nervously backed away in sync with Fluttershy's advancing steps as she began to blush. "The way your boots give you a classic country look while also complimenting your legs."

Her breasts look amazing in that whatever ya call it STOP IT! AJ tried to suppress her out of nowhere thoughts Ya shouldn't be thinking like this!

"Oh those legs" Flutteshy continued "I've seen you use them lately. After Twilight told you how you harvest apples in the other world. The way the sunlight glistens off them when you strike an apple tree."

You're legs ain't too bad eith- NO!

"And when you're working really hard and take off your shirt, wearing a white wife beater underneath. How it shows off your beautiful breasts glistening with sweat. And then there's a breeze that blows your beautiful hair and brings two things to attention."

Applejack was blushing and sweating profusely when she was stopped by a desk. Fluttershy had maneuvered her to it without her knowledge. She placed her hands on it and wanted to get on top to go over, but for some reason, she couldn't.

"F-Fluttershah" she said as said girl stopped six inches from her "Y-You shouldn't be sayin those things. I'm with Rainbow Dash, you know that better than anyone. You convinced her ta ask me out!" AJ's nervousness was increased by the fact that what Fluttershy had said brought a warmth between her legs.

"I know" Fluttershy said with an amused smile "And I don't care. I like you, and I want you." Fluttershy slowly placed her right hand on Applejack's cheek, while also extending her nails. She lightly flicked AJ's ear with her nail as she stared into her eyes.

Ah never knew mah ears could be a sweet spot...N-no...stop this. "Bu-but Fluttershy...what if Rainbow-"

"Sh" Fluttershy said as he placed a thumb on AJ's lips "She doesn't have to find out" Fluttershy slowly traced her thumb over AJ's lips "And if she does" she said as she inched her face closer to AJ's "We could always invite her to join."

Applejack's eyes shot open as Fluttershy gently planted her lips on hers while closing her eyes and moaning with pleasure. "Mm" The thumb on her lips had been like a freeze button for AJ's body.

Fluttershah's kissin me....Fluttershah's kissin me! AJ stood frozen with her eyes still wide as one of her best friends continued to kiss her This can't be happening! I've gotta stop this. I'm with Rainbow. Push her off! Applejacks body failed to comply with her thoughts Push her off consarn it! Push her...off...her lips taste like apple butter.

Fluttershy removed her hand from Applejack's cheek and placed both her hands on Applejack's hips. She then parted AJ's lips and slipped her tongue in, shutting off the cowgirls' rational thought. Applejack's eyes rolled into the back of her head as Fluttershy massaged her tongue, and she closed her eyes before wrapping her arms around the girls neck, fully embracing the kiss and reciprocating the tongue work.

Fluttershy chuckled amorously as the cowgirl conceded. The two continued to massage each other's tongues for three minutes before Fluttershy picked up Applejack by her waist and seated her on the table she had been blocked by. Fluttershy never broke the kiss the entire time, even as she climbed up onto the table herself and pressed forward, forcing Applejack to lean until she was lying on her back.

Fluttershy placed her legs on either side of Applejack, straddling her hips, placed her hands on either side of her head, and pressed their bodies together, slowly moving up and down, causing her breasts to brush against AJ's. AJ was lost in erotic bliss as her hand moved from Fluttershy's neck to her back, brushing over it momentarily before reaching down to cup her firm behind. Fluttershy released an interested "Mm" as AJ's hands massaged her ass.

She then sat herself on the cowgirls lap and broke the kiss, moving to her neck instead. The cowgirl would've protested but the neck kissing was just as good. Now that she was laying on top, Fluttershy moved her hands to Applejacks chest, and slowly unbuttoned her shirt, her mouth following from AJ's neck. Once the shirt was unbuttoned, Fluttershy brought herself up and opened the shirt to see Applejack's breasts, mostly concealed by a white bra.

I didn't peg her for white Fluttershy thought. She then lowered herself back down to kiss Applejack's cleavage, causing her to pant heavily. She then ran her hands down the side of Applejack's torso, who arched her back to allow her bra to be unhooked. Fluttershy threw away the bra before taking one of Applejack's nipples in her mouth, swirling her tongue around it while using her thumb to play with the other. Applejack then unlaced Fluttershy's corset, releasing her breasts, which she gladly took in her hands.

Applejack's breaths became heavier and her heart rate increased. Said heart beat was like music to Fluttershy's ears. She released AJ's breast and began to slowly climb down from the table, while also pulling down Applejack's denim skirt.

"Now" Fluttershy said as AJ looked up at her "I'm thirsty for some...apple juice" AJ smiled widely and laid back down in anticipation. After Fluttershy pulled down her skirt completely, AJ attempted to take off her cowgirl boots, only for Fluttershy to grab one to stop her. "The boots stay on" she said happily aggressive "And so does the hat."

Fluttershy brought herself up to pull down AJ's boxer briefs, which were soaked. Now those I expected. She could feel the heat radiating off of AJ as she approached and breathed in her scent. She then began to kiss AJ's thighs and running her hand over them, getting closer and closer, purposefully teasing her.

AJ was getting impatient as she ran a hand over her chest while gripping the edge of the table. "Darn it Fluttershah...stop teasin me an Ah!" but she was cut off as Fluttershy's tongue entered her and began to repeat it's earlier treatment. Fluttershy held onto Applejack's hips as she pleasured her, enjoying the sweet taste. It wasn't long before Applejack reached her limit. "Fluttershah...Ah'm gonna...Ah'm gonna...Sweet Aaaaaapleoosa!" Applejack exclaimed as she orgasmed, her juices flooding into Fluttershy's waiting mouth. She gladly drank and lapped up what her victim had released.

Fluttershy used her finger to clean away what had escaped her and licked it all up as AJ panted from the release. She raised herself up and climbed back onto the table, once again straddling AJ and laying on top of her as she laughed amorously. "Sweet, delicious, apples" she said as she traced a long fingernail down to AJ's chin before placing her lips on AJ's again. Applejack gladly complied and was lost in heavenly bliss as she tasted her own juices while massaging Fluttershy's tongue.

Fluttershy had been holding herself back, but now AJ's heartbeat was just too beckoning. She broke the kiss, which the cowgirl was too lightheaded to really notice, brought herself up and began to hump AJ's body. She took deep breaths that became hisses as her canines began to grow. Her wings sprouted to attention at the last hiss, and she quickly shot down to latch onto AJ's neck. The cowgirl gasped in surprise, but took the gesture as another nuzzling and kissing of her neck, as it was essentially the same, and held onto Flutterbat as she fed. Even if they hadn't done what they just did, it still would've felt pleasurable.

Flutterbat removed herself just at the border of the girls death and punctured her own neck slightly with her thumbnail. She leaned forward and held her hair out of the way, allowing a drop of blood to fall into the cowgirl's open mouth. Applejack gladly licked away the following drops and raised herself up.

"Now" Flutterbat said "Drink. And become...eternal." Applejack shot forward and latched onto Flutterbat's neck, drinking her blood with gusto. Flutterbat smiled and laughed amorously as she held onto her new servant. Once she sensed the job was finished, she pushed Applejack back down, causing her to slam into the table. She climbed off the cowgirl and replaced her corset while happily watching the girl convulse. When the convulsions stopped and the cowgirl lay still, her hair became shinier, her skin the slightest bit pale but radiant, the small wounds on her neck healed, and her canines grew into fine points like her master's. Her eyes shot open with a quick flash of red before returning to their natural green.

Applejack sat up and looked to her vampire mother. "Ah want some more."

Flutterbat smiled with triumph and with love to her servant. "And you'll get more" she assured her "But first, I need you to do something for me."

"Do you understand Applejack?" Fluttershy asked as she caressed her servant's cheek.

"Yes mah queen, I understand" Applejack nodded in compliance.

"Good. Now give mama a kiss before you go." AJ complied as they once again embraced each other in a heated kiss, massaging each other's tongues. Once they broke away, Applejack headed for the door and opened it. "And when you get back" Fluttershy said, stopping the cowgirl before she could exit "I'll probably be thirsty for some apple juice again."

Applejack smiled flirtatiously in response before exiting. Thankfully for her, she could go in direct sunlight for the remainder of the day. Then she would need clothing to cover herself like her master's hoodie and sunglasses.

Applejack rejoined the rest of the Mane Six and informed them that Fluttershy was more than willing to talk, but preferred to do it one at a time, and that she wanted to speak to Rainbow next. While skeptical at first, they conceded when they considered that her talkative side could still be very shy.

Later that night at Rainbow Dash's house, where AJ had moved in, Rainbow was laying in her bed, happy that she was going to talk to Fluttershy. She was in her pajama pants and her t-shirt, waiting for Applejack to fall asleep together.

"Hey" she called down the hall to her girlfriend "Thank you so much AJ, for getting Fluttershy to talk to us. Even if it is one at a time."

"No problem Sugarcube" AJ called back from the bathroom as she freshened up "It was the least I could do."

"No, it was much more than that" Rainbow replied "And...I do still remember our agreement about it" she called back in a sing song voice.

"Good" AJ said as she approached the doorway of Rainbow's room "Ah was hopin ya did" she replied in a sultry tone as she stepped into the doorway. Rainbow's jaw dropped as she saw her girlfriend, who was striking a pose like the one she'd seen Fluttershy do when she entered Room 237. She was wearing a black push up bra, her Stetson, her boots, and a pair of Rainbow's black sports shorts. With nothing underneath.

Applejack gave a light amorous chuckle as she saw her girlfriend stare at her. "Like whatcha see?" she said with a smile, the tips of her canines slightly showing.

"Why don't you come over here and find out? Jackie" she replied with a mischievous grin. Applejack slowly approached her girlfriends bed after closing the bedroom door behind her.

At Fluttershy's house, Flutterbat hung upside down, wrapped in her wings again. Her eyes opened, and she smiled as she sent out a silent message to her servant. That's a good girl Jackie. But don't feed on her yet. Mama needs hers first. Then you can have her.

Author's Note

Next time: "I want to taste the Rainbow"

I said don't expect it to be as long as the last.