When I Say Good-Bye…
A Humanized Fic by Duke Moon II
Based on My Little Pony: Friendship is Magic

Chapter 7: Apple Helpings

Applebloom sat up on her bed, letting out a big yawn as she stretched her arms. Blinking her eyes, the young woman took in the morning light that passed through the lone window of her room. Applebloom grunted as she looked at the clock on her wall and saw that it was early morning, 6:17am. She lay on her bed again and reasoned that she had a few more minutes of rest in her. Applebloom shut her eyes and remembered that she didn’t get much sleep last night as she got home late after an evening with her friends.

Applebloom remembered that she needed to be consoled after witnessing Spike making out with Pinkie Pie. She remembered running all the way to Pony Oaks Elementary before crying her eyes out. Applebloom appreciated her friends being there for her, but the memory of Spike kissing Pinkie, an older, attractive and most of all, big-breasted woman made her feel insignificant. It wasn’t fair that Spike had eyes for older women, and she suspected he may have eyes for her older sister, Jaqueline “Applejack” Apple, as well. Applebloom frowned and cursed her luck. A year ago, she admitted to herself that she did have a crush on Spike and thought she would have an advantage, seeing as she was the only girl who hung around Spike more than those older women the young man fawned over.

Letting out a big sigh, Applebloom remembered when she first met Spike. She was halfway into her fourth year in grade school when she spotted him looking lost. Seeing herself as the honest and dutiful member of the Apple family she was, Applebloom decided to give Spike a tour of the school. She even found out that Spike and her were in the same class, which suited her just fine as she could keep an eye on him. Applebloom also saw herself as a hero of sorts as she defended Spike against some bullies a few days after they met. Though Spike insisted that he could take the bullies on, Applebloom slightly teased him for trying to be macho. Still, Applebloom and Spike became the best of friends. She even introduced her other friends, Belle and Scootaloo, to him not long after. Through the years, be it physical competitions, cooking competitions, or just studying, Applebloom never regretted meeting Spike all those years ago.

Though she couldn’t help but smile at the memories, Applebloom frowned again as she remembered introducing Spike to her big sister, Applejack. She remembered how the young boy couldn’t stop staring at her sister, and had to slap him upside the head and pointing how rude it was to stare. The only thing Spike said to that was that Applejack was pretty. It really didn’t help that through Applejack, Spike also met her other friends, which included the Twilight Sparkle, Iris Dash, Rarity, Pinkie Pie and Fluttershy. She didn’t want to admit it at first, but Applebloom really began to feel jealous as Spike would go on and on about these beauties. As the years went by, Applebloom had made it her personal mission to keep Spike in line and keep him from getting in trouble. She would often tease him about his fascination with older women, however.

Though it was hard to admit, and her friends had often teased her about it, Applebloom had to face the fact that she did love Spike.

When she had found out that the teenager was in a funk for many months, Applebloom saw her chance to finally make a breakthrough with Spike. She had seen that Spike’s grades were taking a dive and he had taken to keeping to himself, concentrating more on his cooking and keeping dates on local culinary competitions, reunions and festivals. As a friend, Applebloom wanted to help Spike out of whatever predicament he was in, which involved some friendly talks at lunch as well taking him on morning exercises. Sadly, she never found out why Spike was in such a funk, and nothing she did got him to open up. Applebloom even resorted to asking Spike’s teachers, and she still couldn’t get an answer. She even started to assume that an older woman had broken Spike’s heart, which just reinforced her notion that Spike should just give up on older women. In essence, despite cherishing her moments she was with Spike, Applebloom felt like she hadn’t accomplished anything.

It didn’t get much better as far as Applebloom was concerned. Her efforts to get Spike on a regular exercise regime were thwarted by Rarity, and she did not want to get in trouble with Applejack for sneaking out so early in the morning. When she tried again yesterday to get Spike to exercise with her, she found that Ms. Dash had taken over that duty and saw that she was doing a far better job in doing so. Later on, Applebloom wanted to talk to Spike during lunch, but saw him walking with Ms. Sparkle, obviously for a tutoring session. Then came later in the evening when she wanted to have her another opportunity with Spike, and then came the sight of her friend making out with Pinkie Pie, the local baker. Applebloom balled her fists as tears threatened to break through the dams as she gritted her teeth. The memory still stung at her heart, and it made Applebloom feel insignificant.

Letting out a growl, Applebloom got up from her bed and went to the full length mirror that hung from the wall. Looking at herself, she saw a young lady wearing yellow pajamas and bed head. Not liking what she was seeing, Applebloom went to her desk and grabbed her brush and combed her hair until it was straight. She then went back to the mirror and struck a few poses, even wiggling her butt at the mirror until she felt silly about it. Giving out a sigh, she threw her brush over her shoulder, unbuttoned her pajama top, and lowered her pants. She was now clad in a simple red brassier and red cotton panties, prompting her to striking more poses. Applebloom still felt silly, but not as much as before.

After a few moments, Applebloom truly examined her body and was trying to figure out why Spike didn’t notice her as an attractive young lady. She admitted that she wasn’t as voluptuous as the women Spike was attracted to, but she reasoned that her body was a least as developed as any of the popular girls at school. Applebloom blushed as she remembered Scootaloo once mentioned that her hips and butt attracted a lot of boys at school. She then examined her breasts as she hefted them up. They were by no account small, but paled in comparison to the likes of her big sister or Rarity, maybe a cup size smaller. Again, she blushed at a memory of a slumber party her friend Belle threw a while back when Scootaloo teased her breasts and said how envious she was at their size. She even remembered how Scootaloo wanted to get her to admit that she wanted Spike to do stuff to her breasts and despite the stimulation, she didn’t reveal anything then. Applebloom concluded there was nothing wrong with her body and smiled confidently, which only faltered her memory of Spike making out with Pinkie.

‘Spike… do you even notice me as a lady?’ Applebloom thought miserably.

Applebloom went to her desk again grabbed a picture frame that contained a photo of her and Spike at a cooking competition from a few months back. She remembered helping out Spike as an assistant in an Apple Bake-Off and winning the competitions trophy. Applebloom actually got permission in sharing Applejack’s fritter recipe with Spike, and while the young man did make a few adjustments, the spirit of the recipe still shined. She even remembered getting hugged by Spike tightly and had a tough time sleeping that night. It was the first time her breasts were hugged so close to a guy and the first time she felt aroused. Something had turned on for Applebloom, and she liked what she felt.

Applebloom then remembered that one time Scootaloo held a slumber party, she showed off her porn collection that ranged from live action to japanese animation. She couldn’t believe her friend had this collection but was curious in seeing it. She remembered Belle being embarrassed by it, hiding under the bed covers while covering her ears. Applebloom was mesmerized by it, however, and found herself wondering if Spike would like to do what she was seeing in those naughty videos. She even remembered some of these videos had female masturbation scenes and hearing a woman moan in pleasure at just playing herself made Applebloom wanting to try it herself.

Lying down on her bed again, Applebloom placed the frame a few inches from her and began shed her bra and panties. She examined her panties and noticed a small wet spot and instinctively gave it a sniff. She felt her womanhood get even wetter and she couldn’t deny that she needed gratification. Applebloom, not wanting any sounds arousing suspicion, stuffed her panties inside her mouth, tasting her own juices through the fabric. She split her legs open to expose her womanhood, shivering as she felt a coldness. Applebloom then started to massage her breasts and gave her erect nipples a tug, causing her to moan. Her face became flushed with embarrassment at how aroused she felt, though she didn’t want the feeling to go away. Applebloom then reached down to her womanhood and began massaging it, her hand soiled in her juices. After a few seconds, she began stimulating her clit, using her thumb and index finger and causing her to give out a loud but muffled groan. Applebloom then inserted two fingers inside her slit and began the fingering motion. She started off slow but picked up the pace, her body temperature rising as she was coming close to orgasm.

Applebloom changed position, laying her head on her side and sticking her butt up. She inserted her fingers inside her folds and began stimulating herself again and simulating a humping motion. She imagined that Spike was ramming himself inside her, showing her his stamina by never letting up and speaking dirty to her. Applebloom even imagined Spike being aggressive, like slapping her butt and cumming inside her while still having the energy to thrust some more. She couldn’t stand it anymore as she climaxed, letting out another muffled moan. After a few seconds, Applebloom took out her panties from her mouth and panted, trying to calm her body down. She lay on her bed as she saw her cum-stained hand and couldn’t help but give it a lick, imagining it being Spike’s cum she was tasting.

Coming down from her high, Applebloom shook her head and put on her pajamas, not even bothering to put on her undergarments. She went to her window and squinted her eyes at the morning light, which reminded her that it was a school day and had to get ready. Before she could do anything else, she spotted two people on the trail leading up to the house, one jogging and the other riding a bicycle behind the person. She gasped and saw that it was Spike that was jogging and Ms. Dash on the bike, barking orders at him.

‘What are they doing here?’ Applebloom asked herself as she dashed outside her room, heading for the shower.

“CAN YOU JOG ANY SLOWER!?” Iris barked loudly as she pedaled slowly behind Spike. “RACE WALKERS CAN MOVE FASTER THAN YOU CAN!! PICK UP THE PACE OR I’LL BE ON YOUR ASS ALL DAY!! I AM NOT COMING TO SCHOOL LATE BECAUSE OF YOU!!”

Spike groaned as he continued to jog, the Apple home coming closer to view. An hour ago, Iris had woken him up from his bed, splashing cold water on his face. What greeted Spike was Iris ordering him to get into his gym clothes and basically drag him out of the house to do some warm up exercises before the jog. Later on, Iris gave him a small, but potent energy drink in order to help him. While the training regime seemed the same as yesterday, Iris made a change in plans and told Spike to head for the Apple farm. What Iris had planned, Spike could only wonder as he continued to jog towards the Apple home at a faster pace. He only hoped that the head of the household will offer a healthy helping of ice water.

“Oh, yeah, move that ass, Mr. Drake,” spoke Iris with a leer on her face. “Just keep doing that...keep it up. Mommy likes.”

Rolling his eyes, Spike couldn’t help but smile at Iris’ perverted tone. Much like yesterday, the rainbow haired gym teacher went a little bit hard on him, which meant that she was expecting for him to pay her back. Seeing his normally demanding teacher turn into a submissive woman was something the young man wanted to experience again. Of course, he had to be careful about it since he was caught by Pinkie yesterday. It resulted in Spike having a foursome later that night, but he still cursed himself for getting caught. Spike had to think where else he could take Iris for her submissive fantasies. He smiled a goofy smile as he thought of many places, like the women’s shower or an empty classroom or maybe at home again while his stepmother slept. Spike shook his head and chided himself, knowing any of those places were surefire places to get caught.

“GET YOUR MIND OUT OF THE GUTTER, MR. DRAKE!” barked Iris once again. “I’LL LIGHT A FIRECRACKER UP YOUR ASS IF YOU SLOW DOWN ON ME AGAIN!!”

Speeding up, Spike finally made it to the front of the Apple home, falling to his knees as he sweated from the workout. After a few seconds of breathing hard, the young man wiped the sweat off his brow and was about to get up until he felt a pair of hands on his cheeks. He tilted his head up and saw Iris’ face close his. Spike blushed as he saw the woman smile at him before she placed her lips on his. It lasted for only a few seconds before Iris let go, letting Spike get up.

“Doesn’t take much to get you up, huh,” Iris smiled impishly before playfully punching Spike’s shoulder.

“Ms. Dash,” whispered Spike, looking around nervously for any onlookers.

Before any other words were spoken, Spike and Iris heard the front door open. Out stepped onto the porch a statuesque woman with long, blonde hair dressed in a red robe. Spike couldn’t help but smile at the site and looked at the woman over, noting how beautiful she is as the rob just hugged her figure, also noticing a bit of cleavage. The freckles on her face only added to her natural beauty. When the woman smiled at him, Spike waved to greet her while Iris elbowed his side.

“Spike Drake, as I live and breath,” the woman greeted as she walked down from the porch and towards Spike and Iris.

“Good morning, Ms. Apple,” Spike greeted back before Ms. Apple hugged him fiercely and picked him up, making him feel her body as felt the air coming out of his lungs.

“Aw, come on, sugar cube,” Ms. Apple said as she nuzzled Spike’s face. “It’s Applejack. All my friends call me that, or have you forgotten?”

“He was too busy being an ass to remember,” smirked Iris. “All cook and no play makes Spike a shut in.”

“Thanks for the support, Ms. Dash,” groaned Spike before being let go.

“Well, I’m glad you came here, other than cookin’ business, Spike,” Applejack said as he patted Spike on the back. “I got some breakfast cooking and I aim to share it with good company. Maybe we can share recipes while we’re at it.”

--

Spike’s grin slowly grew at the sight before him. On the table were pancakes, a few bottles of maple syrup, slices of thick bacon, jugs of apple juice, scrambled eggs, sausage, muffins and butter. The teenager couldn’t help but tear up and drool. This looked like a very hearty breakfast: buttery, fattening and very satisfying. Spike tilted his head up and mouthed a silent thank you before turning his attention toward the food, rubbing his hands with a gleeful smirk.

“Don’t get too happy, Mr. Drake,” Iris smiled knowingly at Spike. “We’re working off this breakfast once we finish.”

“Don’t ruin this for me, Ms. Dash,” frowned Spike.

“Well, don’t just stand there and gawk,” Applejack as she walked from the kitchen, now wearing red button shirt tied in a knot and blue cutoff denim shorts, with plateful of pastries. “It’s a feast, so let’s get to feastin’.”

Spike and Iris immediately sat down and helped themselves to the food. Spike served himself to three pancakes, making it into a stack. He then served himself some sausage, bacon, eggs and a single biscuit, which he lathered with butter. Spike then organized the food on the plate to give it a good presentation and once he was satisfied, grabbed a fork and knife and proceeded to dig in. He let out a satisfied moan as he tasted the food inside his mouth. The pancakes had little pieces of apple inside and the syrup just added to the taste. Both the bacon and sausage were apple smoked and tasted fresh off the grill. Even the muffins had a bit of apple in them. Spike couldn’t help but feel like he was heaven, savoring the taste of every mouthful of food he ate.

“Somebody sure missed my home cooking,” Applejack smirked as she watched Spike wash down his food with apple juice as she gobbled up her own helping of sausage..

“Well, it’s been a while since I’ve had a good, old fashioned Sweet Apple Acres breakfast,” Spike complimented. “Of course, I could give you a few tips on giving that sausage a bit more kick.”

“You give that sausage any more kick, and you might just burn tongue upon tastin’,” Applejack laughed. “Still, I’m glad my breakfast is always a hit with a fancy chef like you. Makes a country girl like me feel all tingly.”

For Iris’ part, all she could muffle a compliment with her mouth full of food. After a few bites, she gulped it down and let out a belch, satisfied as she patted down her stomach.

“You know, I worked hard making and plating this breakfast, Ms. Dash,” Applejack frowned in disgust at Iris. “The least you could bring to the table are some manners.”

“Who are you, Rarity now?” scoffed Iris as she chugged down a glass of apple juice. “I’m not one to pass on good meal when it’s offered to me. All I have at my place is instant noodles, microwave meals and energy drinks.”

“I’m surprised you can maintain that figure of yours with such a diet,” Applejack deadpanned.

“Aw, I’m always good at burning up any extra calories,” Iris pointed out. Shen then turned his attention to Spike and joyfully gave him a hard smack on the back. “Besides, with me going over to Spike’s place every morning, I can get a good helping of whatever Spike’s cooking whenever I want!”

Spike almost choked on his food and nearly coughed it out. After averting that disaster and gulping down his food, Spike glared at Iris and said, “ Is that before or after you kill me with your training regimen?”

“Mornin’,” a voice called out. Everyone turned their heads and saw that Applebloom was ready and dressed with her bookbag in hand. She could help but notice that Spike was there, giving her a friendly wave. She was about to smile back before she remembered what had happened last night with him and Pinkie Pie. It didn’t help that Spike was sitting next to Ms. Dash and couldn’t help but give the gym teacher a glare before she took her seat and began to serve herself breakfast.

“Well, you’re just in time, Applebloom,” Applejack smiled. “We still have enough breakfast to go around. Better hurry before Rainbow here takes it all.”

“Good morning, Applebloom,” Spike greeted.

“Guess it is,” Applebloom sighed a she said down and ate.

Spike could only look at Applebloom confusingly. In all the time he knew her, Applebloom would usually greet him with a joke or something along the lines of teasing him about staring at older women and such. This is the first time he had ever seen her glum.

“So, what’s up with you?” Iris asked Applebloom with a raised eyebrow. “You look you had to cram for one of Ms. Harshwhinny’s tests or something. I keep telling her to ease off and not take her frustrations out on the students.”

“She had a bit of a rough night,” Applejack explained. “Her friends brought her home last night and she was looking sadder than a dog without an extra treat. Hasn’t told me what it was about, though. But I trust that she can tell his big sister when she’s ready. Right Applebloom?”

Applebloom nodded awkwardly as she continued to eat.

“So...what you got planned for the festival, Spike?” Applejack asked.

“That’s a surprise and you’ll have to wait,” Spike smirked with his arms folded. “Can’t have you know what I’m up to since you’ll try to one up me like you tried to do last year.”

“Oh, I got my own plans, Mr. OD on the Spice,” Applejack said with a smirk of her own. “And I’ll have you know that it was MY apples you used to make your Spicy Candied Apples, so you got a bit of an edge because of me last year.”

“Your apples, MY dessert,” Spike pointed out smuggly.

“Alright, how about we make this a game, then? I’ll make my three course meal and you can make whatever grub you want to go up against me. A meal exchange. Whoever loses has to take cooking lessons from the winner.”

“Hey, I’m all for teaching you how to spice it up, Applejack. You may never want to leave my house even after the lesson is over.”

“Confident, are you? Maybe I can teach you how to sweeten things up, sugarcube.”

“Oh, I can be sweet.”

“And I can be Spicy.”

“We are still talking about food, right?” Iris asked with an amused look.

Having heard enough, Applebloom swallowed what was left of her food, wiped her lips, grabbed her book bag and stood up. Her actions caught the attention of Spike and the two women but she looked at Spike intently and said, “Spike, I...look, I need to talk to you later about something. Think you can make time for me at lunch?”

“Well, I do have a study session with Ms. Sparkle, but I think I can make time,” Spike said assuringly.

“I’ll hold you to that,” Applebloom responded seriously before running out the door.

“Well, someone has the hots for you,” Iris said teasingly she nudged Spike, causing the young man embarrassment.

“Aw, stop teasing him, Rainbow,” Applejack said.

“He likes it when I tease him,” Rainbow smiled as she pinched Spike’s cheeks, making him blush. “Listen, I wanted to see if you could help me with Spike’s exercise regime. Maybe set up a gym at one of your old barns.”

“I think I can swing that,” Applejack said with a nod. “I still have some of Big Macintosh’s old equipment. We can even pick it out now, if you want.”

“You guys go ahead. I still have some of this breakfast to finish.”

“Sure thing. Come on, Spike. We can have a chat while we pick stuff out.”

Spike nodded in agreement as he followed Applejack out the door as Iris continued to eat what was left of Applejack’s breakfast.

Not much later, Spike and Applejack were looking over an old barn that was located not far from the house. While not exactly falling apart and in surprisingly good condition buildingwise, the barn looked like it hadn’t touched by human hands in years, if the cobwebs and faded paint was any indication. Inside were several pieces of hay, birds nests and old exercise equipment, including barbells and dumbells among other things. Applejack looked over the building and gave it a satisfied smile, indicating that the barn will serve a purpose.

“Well, it ain’t much, but I think I can get the workers to turn this into gym,” Applejack said, placing her hands on her hips. “I’ll make sure to give them a bonus when payday comes around.”

“Hope I’m not putting you through too much trouble, Applejack,” Spike said gratefully. “I can get by with just Ms. Dash putting me through my paces.”

“If it means I can help you with your grade, than there is no trouble, sugarcube,” Applejack smiled. “Besides, it’d be great seeing you around Sweet Apple Acres and not just on business.”

Spike sheepishly rubbed the back of his head and said, “Yeah, I’m sorry about not coming over as a friend. I really miss helping out on the weekends.”

“Then why did you become a stranger, Spike?” asked Applejack, looking at Spike intently. “I thought you loved coming over and helping out. You even helped with some of the heavy lifting. All you asked for in return is some of the best apples from the orchard. Now you just come over so I can just sell you a box of apples that you didn’t even pick out. What gives, Spike? Your future career takes priority over friends?”

Spike sighed and responded, “Like Ms. Dash said, I had my head my own ass.”

Applejack continued to look at Spike intently. She really missed having him around more often. It was true that the young man’s dream in becoming a chef meant a lot to him, but to lose himself in his work and not even drop by socially? Applejack hadn’t really talked to him about what was going on and even Applebloom couldn't get much out of him. Something must have happened to Spike to cause behave and she really wanted to know why. Still, she didn’t have much time to talk since he had school to get to.

“I remember having a young man around the farm who helped me with every little thing I asked him to,” Applejack recalled fondly as she got closer to Spike. She held his hand tenderly and continued, “He didn’t just help with picking the right apples or keeping count on the produce, though. He helped through some tough times. When Granny Smith died, I was a wreck and shut myself out and concentrated on keeping the family business running. But still, that young man came around when I wouldn’t talk to my old friends. He got me out of my funk and started to enjoy life again.”

Spike smiled but mentally hit himself. He did remember when Applejack became the head of the Apple Farm a few years ago. She basically concentrated on the family business but never got out socially. Twilight and the rest of her friends wanted to give her space, even Spike had wanted to stay out of it. It wasn’t until Applebloom had informed him that Applejack was becoming a bit emotional in her new role that Spike felt he had to intervene. After some time, Applejack opened up and started smiling again. In fact, Spike saw more of her socially and came over to the farm, even when there wasn’t any work. The young man was just glad Applejack was herself again.

Thinking back on the past few days, Spike was glad that he had friends he could count on to get him out of his own funk. Said friends were also very attractive women whom he had very good relations with, so it was a plus.

“Know what I also remember what that young man did a few years back?” asked Applejack with a smile and half lidded eyes.

“What’s that?” wondered Spike.

In a sudden movement, Applejack pulled Spike’s arm and dragged him to the ground. The teenager was now on top of the head of the Apple family with a surprised look on his face. Applejack giggled as she put her arms around Spike’s neck and looked at him with the best alluring look she could pull off. She even batted her eyes at him.

“He fell off a tree and I he ended up on top of me,” Applejack recounted to Spike. “He was so speechless that he couldn’t even say he was sorry. All he did was look at me and I could tell he was getting redder than one of my apples. Truth be told, I was getting a bit warm myself. It was actually the first time a boy looked at like I was the prettiest gal on earth. You were growing up.”

Spike gulped, blushing at the memory Applejack described. He was only fourteen at the time and it was the first time he had a girl in that position. He remembered his friends always talking about his “girlfriends” and how they envied him being around such beauty. He also remembered not knowing what to do. Spike did remember her smiling at him with that same alluring smile she was giving him now.

“You remembered what I said then?” asked Applejack as she lifted her head closer to his. “I said...I’ll give you a free one if you like.”

Spike did remember that. He also remembered running away in embarrassment. Moments later, Spike cursed himself for not taking a chance, but was very glad that Applejack didn’t bring it up again...until now.

“I wasn’t just teasing then, sugarcube,” Applejack whispered. “I wouldn’t have minded if you kissed me. I’ll admit that you were becoming quite the man then and you are quite the man now. Now, though...I wouldn’t mind if you took me to heaven...if you have the time, that is.”

Spike didn’t waste anytime as he seized Applejack’s lips. Hearing her moan into the kiss emboldened the teenager and wrapped his arms around the farm woman, relishing the feeling of her breasts to his chest. Spike then inserted his tongue through Applejack’s lips and began to intertwine it with her tongue. He moaned as he felt her arms make their way towards his hips. Spike responded by roaming his hands all over her back, feeling how well toned it was, thanks to all the hard work she puts into her farm.

Applejack pulled Spike’s waist toward her and felt the young man’s bulge. Feeling a bit bold herself, Applejack began to move her covered womanhood up and down Spike’s covered shaft. She then felt Spike push her down and saw that his hands were unfastening her shirt. Applejack started to breath faster and half feared, half anticipated what Spike was going to do. In seconds, her breasts were exposed to him, nipples erect. Applejack saw that Spike was breathing heavily and the look he was giving her made the intention clear. He wanted her now and she didn’t care how he wanted it.

Spike then started to squeeze one of Applejack’s breasts with one hand and slip his other hand inside her shorts. He then inserted his finger inside her slit and began stimulating. Hearing Applejack moan at his touch made Spike increase the stimulation and he felt the woman getting drenched. He then bit into Applejack’s nipple, pulling at her breast and sucking it. This got the farm woman screaming for him to do more and continued to use hands to stimulate the breast and womanhood.

Applejack couldn’t take it anymore as she screamed in ecstasy, coming on Spike’s hand as she arched her back. She then fall back on the ground, breathing heavily as she tried to calm down after her orgasm. Applejack then looked at Spike, who was still on top of her with an eager expression on his face. Looking down at his pants, Applejack noted that the young man’s erection was ready. Still, she noted that Spike still had other things to attend to and she did not want him to get in trouble.

“You better go, sugarcube,” Applejack said fondly as she stroked Spike’s cheek. “Wouldn’t want to keep that teacher waiting for you.”

Disappointed that he couldn’t take things further, Spike got up from the ground, understanding that he was still a high school student and he needed to keep his grades up. He helped Applejack up and gave her one final kiss. It didn’t last long but he made sure put some extra feeling into it.

“I’ll have the gym finished up by this afternoon,” Applejack assured with a smile. “Maybe I’ll teach you how to use some of it properly.”

Spike couldn’t help but smile as he waved to Applejack as he ran off, looking forward to meeting her later on.

‘Five minutes to lunchtime,’ Luna thought as she glanced at her watch. She sighed sadly as she looked around her office. ‘Not that I have anyone to share it with now...save for my sister, but she’s a bit busy at the moment.’

Leaning back in her chair, Luna mindlessly counted the seconds, waiting for the bell to ring. Though she was used to being alone with her work as Vice Principal of CHS and didn’t really socialize with the other members of the faculty, she admitted to herself that it did get pretty lonely. In the past, she would lock her office door, eat whatever instant lunch she had brought and get back to work. It’s not like anyone was asking for her advice on anything.

As much as she didn’t mind the solitude, Luna did miss having Spike at lunchtime. It had been only a few days since she and the young man reconnected and made up. Just the thought of having Spike back in her life made her smile and the fact that Spike made time for her made her giddy, especially getting intimate with him. Luna smiled even wider, noting that she had a reputation of being very serious minded and having a cold attitude towards the faculty and the students alike. And yet, she and Spike became friends that shared a love for food. Her big sister and CHS Principal Celestia even teased her about it, joking that she should start a fan club. Yes, Luna was a solitary person, but she will always open her door for Spike.

Maybe it was the selfishness or jealousy talking, but just the thought of Ms.Twilight Sparkle having Spike all to herself at lunch time irked Luna. True she did encourage Spike to make the most of his time with the ladies in his life, but lunchtime was her time with the young man. Food, make out sessions and possibly being rammed by the young and able student was being denied to her. Just a stroll with Spike like yesterday wasn’t enough.

So deep in her thoughts was Luna that she almost didn’t hear the bell ring. With a determined look on her face, Luna got up from her chair, grabbed her bagged lunch and exited the office.

Not wanting to draw any attention from the students, Luna walked casually through the halls and made sure she did with a dignified air. She also made sure her expression was stern and serious so no one would bother her. Luna knew what classroom Spike would exit from but would have to pick up the pace if she was going to catch him. When she arrived, Luna not only spotted Spike exiting the classroom, but also Applebloom, a close friend to the young man, was waiting for him outside.

“Can we talk somewhere private?” Applebloom asked Spike.

Luna raised an eyebrow as she saw Spike nod. She saw the concern on his face as she saw the two students leave. Though Luna didn’t want to be nosy, she was curious as to what this Applebloom wanted from Spike.

--

The tension Spike was feeling was dreadful as he looked at a visibly awkward Applebloom standing before him. The redhead had lead him to one of the unoccupied classrooms and locked the door. Since then, Applebloom had been quiet, the only sound coming from her breathing and nervously wringing the bottom edge of her shirt. One thing was for sure is that the girl wanted to say something to him. Applebloom had acted really weird this morning and wanted to know why.

Feeling that Applebloom was going to start, Spike awkwardly rubbed the back of his neck and spoke, “Applebloom...I have a tutoring session with Miss Sparkle and I don’t want to make her wait. She’s really strict about this sort of thing.”

“Yeah, wouldn’t want to make one of your favorite women wait, huh,” muttered Applebloom as she scoffed.

“Okay, what’s with you?” Spike said, put off by Applebloom’s attitude. “You’ve been acting strange since this morning and-

“What’s with me?” asked Applebloom, her anger rising. “What’s with me!? How about what’s with you!? I thought you were trying to get your life back on track, not boffing one of my sister’s friends!!”

Spike fell silent at Applebloom’s accusation. He could only stare at Applebloom’s angry face as her eyes bore into him. Spike was trying to frantically come up with a denial, but he knew he couldn’t lie to her. Applebloom had been there for him when he had hit his funk after the whole Luna incident, even if she did go a bit overboard sometimes (though he had to admit, Applebloom being there for morning exercises was nothing compared to how Iris was riding him). Still, Spike mentally kicked himself because he has been caught. He shook his head as he tried to remain calm.

Trying to maintain an even expression, Spike spoke, "You followed me."

"Yeah, I followed ya!" Applebloom seethed, not wanting to back down. "My friends and I spotted ya at Sugar Cube Corner and I saw ya swapping spit with Ms. Pie! Guess ya were doing more than exchangin' recipes with her, huh!?"

Again, Spike mentally kicked himself. He and Pinkie had kissed out in the open with no regard to who may be watching. Spike had wanted to keep things under wraps with only Luna being the wiser to his more private activities, but now Applebloom had a piece of the puzzle. He panicked, his heart beating fast at the prospect of telling her what else he was up to. Spike's eyes grew wide, remembering that he also did with Applebloom's friend, Belle. There was so much to tell and the green haired teen was not looking forward to spill the beans.

Spike then remembered what Belle had said about Applebloom liking him right after his threesome with her and Rarity. If catching him just kissing Pinkie Pie was breaking her heart, he could only dread what would happen if he told her what he did afterwards with her and her sisters as well his other escapades.

"Well? Ya gonna deny it and say what a silly little girl I'm bein'!?" Applebloom yelled.

"No point of me doing it if you caught me," Spike said, shaking his head.

"It's just...I can't believe you, Spike! Ya always have yer eye my older sister and her friends ever since I brought ya home and introduced ya to them! I tried being a good friend to ya, saying that yer asking for trouble if ya looked at 'em funny! But you liked hanging out with them more instead of me! Them and those big jugs they carry, you horn dog!!"

Spike remained speechless. Applebloom was really unloading on him and was ready to break. He could notice tears forming in her eyes and now feeling a like heel. It was true that he had been crushing on Twilight and her friends for years and those feelings exploded once he started having more intimate interactions with them. He had only seen Applebloom as friend, but now that he knew about her feelings, he was at a loss at what to do.

With the silence between he and Applebloom growing even more uncomfortable, Spike sighed and said, "They've been too good to me lately, Applebloom. I really don't deserve it."

"Yeah, I bet they have," scoffed Applebloom. "Guess I was never good...what do ya mean lately?"

Spike eyes grew again in panic and before he could say another word, Applebloom grabbed him by his collar, her face inches away from him with furious eyes.

"What do you mean lately!?" Applebloom screamed.

Spike remained quiet in a futile attempt to quell Applebloom's wrath. He already said too much and he could only imagine what thoughts Applebloom was conjuring up.

Applebloom then threw Spike down on the floor and made her way to the door, running away in sorrow as she cried into the halls.

As for Spike, he sat on the floor, feeling that maybe Applebloom should have let him have it.

Running through the halls, Applebloom paid no heed to those she either almost barreled through or to those who may have had concern about her plight. She was sobbing, mentally cursing Spike and those feelings were very obvious on her face. Applebloom continued to run until she reached the gymnasium and thanked whatever god above her that it was empty. She headed straight for the stage, ran behind the curtain and let out her feelings, bawling as she banged the wall with her fists. She continued like this until she fell to her knees, continuing to sob.

Applebloom felt her break into pieces, not wanting to accept that Spike only saw her as just a friend and the possibility that he may have other, all women older than he was. Images of her sister, the Physical Education Teacher Iris Dash, Twilight Sparkle, Rarity and Pinkie came into her mind. Applebloom's face tightened as an angry expression formed on her face. She really wanted to hate her sister and her friends for being well developed women who would give Spike no reason to protest if they were behaving enticingly towards him.

'It's not fair,' Applebloom thought miserably. She then heard footsteps coming towards her, which made her face frown as she yelled, "Leave me alone, Spike!! Go boff your women!! I don't care anymore!!"

"I'm not going to leave any student alone without counsel, Bloomingdale," a female voice said.

Applebloom looked up with a tear stained face. She faced a very concerned Vice Principal Luna, a bagged lunch in hand. She quickly wiped her face of her tears and stood up. Realizing that she just yelled at a high ranking school authority figure, Applebloom looked away in shame.

Luna smiled warmly and said, "Mr. Drake has a lot of explaining to do, Ms. Apple. But I believe you need my help the most. We can even share lunch at my office."

Spike had met Twilight at the school auditorium right after Applebloom ran out of the classroom. He tried to keep a positive face, though he could see that Twilight knew something was up. Spike wanted to get to tutoring session done, though what happened to him and Applebloom was still at the forefront of his mind. In fact, when he got done with his algebra problems, he didn't bother rechecking his answers and assured Twilight that every one of the problems he solved were correct. Currently, he busy answering questions on his history homeworking, though he was only guessing the answers at this point.

Twilight could only frown as she checked Spike's answers on his math homework. With a red pen, she marked the paper with notes and advice on how to solve the problems right. With every mark, her disappointment in Spike grew and she feared that the young man maybe going through a funk again. After finishing with the paper, Twilight cleared her throat and tapped on the table to get Spike's attention.

"Okay, Spike, what the hell's going?" Twilight asked as she tried to maintain an even expression. Unfortunately, Spike keeping silent only made her frown as she said, "You know what this homework of yours tells me? It tells me that you don't care about your work and you want to be somewhere else!"

"Twilight, I-" Spike tried to defend himself before he was cut off.

"That's Ms. Sparkle to you! Now tell me, what is going on with you!? Why is it affecting your work all sudden and don't say it's nothing because I've known you for a long time to sense that something is up! Spill it!"

Spike put his pencil done and sighed. He really didn't want to talk about what had happened earlier, but Twilight wasn't going to let things go.

"A friend of mine got mad at me," Spike admitted as he looked down on his paper. "A long time friend, actually."

"A long time friend...," Twilight wondered before she realized who Spike was talking about. "Applebloom?"

"Yeah, her. Just realized that she likes me more than friends and..."

Twilight remained silent. She knew that for a long time that Applejack's little sister had a thing for Spike and was surprised that her students didn't go for her as the young Apple matured into a young woman. She started to feel guilty, knowing full well what was happening with herself and her students. She was having an affair with Spike and it was proving to be dangerous if anyone found out. But she had to honest that she doesn't regret admitting her feelings for Spike. Still, Twilight didn't want this rift between Spike and Applebloom affecting his work or his feelings.

"You know, I really thought you and Applebloom would date at some point," Twilight started. "I remember when she brought you home after school and met me, her sister and all my other friends. Iris fussed on you, Pinkie held you close to her chest, Applejack gave you a bear hug and Rarity didn't want to leave you alone. I even had to pry you off of Fluttershy so that you and Applebloom could get your studies done.

"I remember how Applebloom didn't like how much attention we were giving you. Anytime we were around, she had to drag you away so we wouldn't distract you from anything. I remember one time when she practically told us that we couldn't attend anymore of your little league baseball games."

"To be fair, I still sucked at pitching even without you girls around," Spike chuckled as he shook his head. "My God, Applebloom bailed me out every time any of my pitches were almost hit for a home run."

"You know, when Applejack told me you stuck up for her so she can be a part of the team, I was really proud of you then," Twilight continued to recall. "You even called out the manager on his nepotism when he tried to insert his son into the team."

"Yeah, I remember that," Spike said as he felt the right side of his cheek. "I tried to punch him out, but he struck me down. Applebloom got him off me and then she showed him a thing or two. Didn't really hear the end of it from the other guys for weeks."

"The point is, Spike, is that Applebloom really likes you, even if she denied it for years. Maybe...you know-

"No, Twilight. Applebloom is just a friend. My best friend, in fact. I don't want to lose her friendship because of this and I owe her a lot from saving me from those bullies years ago. I promise I'll make it up to her."

Twilight smiled proudly at Spike. She knew that her student meant every word he wasn't going to let this distract him from his studies...or anything else. She got up from her chair and went to Spike, cupping his face in her friends. Twilight gave him a kiss, to which Spike responded to. They had their lips locked for a few seconds before they let go. Twilight and Spike smiled before they chuckled. The moment was ruined when the bell rang, signaling the end of the lunch hour.

"You should go," Twilight purred.

"You could make me stay," Spike responded as he traced a finger of Twilight's covered breast.

"Leave, you perverted delinquent," Twilight said as she playfully pushed Spike off.

"Whatever you say, naughty professor," Spike backed off as he waved at Twilight.

As he walked through the school's exit, Spike sighed, glad the school day was finally over. Though the rest of the day proceeded without any further incidents, Spike still had Applebloom on the mind and he really dreaded meeting up with her again. Since he was heading to Sweet Apple Acres to test out Applejack's gym equipment anyway, Spike really didn't have a choice. He could delay having another talk, but the sooner he settled things the better.

As he made his way towards his bike, Spike noticed that Vice Principal Luna was already there, waiting for him. He was about to greet her, but Spike saw that Luna had her arms folded with a serious look on her face. As much as he dreaded confronting Applebloom, Spike didn't want Luna staring coldly at him. He remained silent and waited for Luna to say her piece.

"You really screwed up, Mr. Drake," Luna stated, a frown developing on her face.

"Applebloom," Spike spoke shamefully, his head tilted down.

"Look at me when I'm speaking to you," Luna said, raising her voice. "She told me everything and I really couldn't stand seeing Ms. Apple like that. It nearly took me the whole lunch hour to get her to calm down. That girl really likes you and you just had to blab your little secret to her. Nice job ripping her heart out."

"She already knows about me and Pinkie."

"And she suspects that there are more women involved. Ms. Apple isn't stupid, Mr. Drake. She's going to find out everything...and I do mean everything. I'm even thinking of coming clean to your mother."

"I'll make it right, Vice Principal."

"You better, Mr. Drake. Because believe or not, I sympathize with her. I know what it's like living in the shadow of an older sister. She just has it worse than I ever could imagine."

Spike nodded as he grabbed his bike and took off, determined to make things right.

All the while, as Luna saw as Spike pedal off, a smirk developed on her face.

'Oh, you'll make things right, lover,' Luna thought as she chuckled. 'Hopefully, Ms. Apple won't lose her nerve.'

It wasn't long until Spike had arrived at Sweet Apple Acres. He had peddled on his bike as fast as he could because he didn't want to waste any time. He had already promised Luna that he would make things right with Applebloom...somehow. As he looked up to the top floor, Spike remembered that Applebloom's room was located on the second floor. As he hopped off his bike, Spike hesitated, not knowing what he wanted to say. He hoped that the girl had calmed down since lunch and maybe hear him out. As much as he wanted to smooth things over with his best friend,

'She may not want to see me,’ Spike sighed but he shook his head. ‘But I can't leave things the way they are. She doesn't deserve it.'

"Hey, Spike!" greeted a voice.

Spike was shaken out of his thoughts and saw that Applejack was slowly approaching him from the porch. She was wearing blue jeans and red and white checkered button shirt, which did nothing to hide her figure. Spike remembered the moment they had in the morning and couldn't help but smile stupidly at Applejack, which the farm girl noticed and let out a chuckle as she batted her eyes.

"Been waiting for ya," said Applejack as she affectionately punched Spike on the shoulder.

"Yeah, got here as fast I could," Spike said, still taken by Applejack. He shook his head and asked, "Is Applebloom around?"

"She's upstairs doing her homework," Applejack responded, looking up the window leading to Applebloom's room. "Gotta say, she's doing much better than this morning. Just glad she's not bummed out like last night."

"Glad to hear," Spike sighed in relief.

"Come on, sugar cube," said Applejack as she took Spike's hand and led him toward the barn. "I got the place fixed up for ya. I'll even join ya for a workout."

When she heard Spike and Applejack talking outside, Applebloom perked up and put down her homework and went to the window. She made sure to stay out of sight as she leaned her back to the wall. As she heard her sister and Spike speak, Applebloom's heart began to race, remembering what had happened between her and Spike and also the talk she and Vice Principal Luna had at her office. After she had basically told her about her history with Spike and her jealousy towards her sister and her friends. She remembered that she basically sobbing her story towards the Vice Principal and cursing Spike through the whole thing.

What she found surprising was that Vice Principal Luna was very understanding about the whole thing, even telling her own experiences with her sister, Principal Celestia. Luna had advised her to not be bitter about the whole thing, saying that its not worth the pain. She had also told her that she was very beautiful young lady that could rival any girl in school, maybe even rival her sister and her friends. Applebloom had scoffed at that, believing that she couldn't compete with the likes of Applejack, saying that she had a well developed body and big breasts.

I wouldn't worry about things like that, Bloomingdale. I'm sure if you let yourself go, Spike will clearly see you as the young woman that you are.

Applebloom was puzzled by what Luna had said to her at first, but gasped when she saw her smirk. She had started babbling, denying that she couldn't possibly bring herself to do that. Luna then reminded her that others have, which had made her eyes go wide. What shocked her to the core is when the Vice Principal admitted that she had a hand in Spike's more forward behavior towards the women in his life and his goal towards bettering himself. What totally floored the young Apple girl was that Luna was blushing when she said that, confirming her suspicions about Spike having other women besides Pinkie. She frowned at Luna rather bitterly when she realized that the Vice Principal herself was involved.

Applebloom had asked herself if it was worth going after Spike, now that she knows what he does with the women in his life.

Just remember to be sure about what you want. Spike may have laid these women, but he loves them deeply. I believe they also love him just as much. I know I do. I'd be disappointed in you if you just wanted a romp and be done with it. You have the tools, Bloomingdale. What about your feelings?

Applebloom closed her eyes and took a breath. Letting it out, she peeked outside her window and saw that Applejack was already leading Spike to the barn. She then looked at the clock and noted that it was 3:15pm.

'I'll give them thirty minutes,' thought Applebloom as she sat at her desk, getting back to her homework.

When Spike and Applejack arrived at the barn, the young man whistled as he looked at the set up. As Applejack promised, the barn was now a small gym, filled with the basics for a basic workout. There were two training benches, one flat with a bench press rack and assorted weights and another that could be adjusted for other exercises. There was also a rack near the wall with several dumbbells. Spike also noted that there was a stationary bicycle and a treadmill connected to a battery. On the floor were several fitness balls and some thick mats. Hanging on of the wooden beams was a punching bag and nearby was a pull up frame and bar. Though Spike noticed that the equipment was old and worn, he also thought that he couldn't complain because Applejack and her crew set this up for him.

What Spike also noticed that there were three lockers on the wall near a divider, each with a name tag. One for him, one for Applejack and one for Iris.

"How come there's one for Ms. Dash?" asked Spike curiously as he pointed a finger at the locker.

"I kinda figured that since all this was that hothead's idea, she may want to come over for a workout one of these days," Applejack said, impressed with the setup. "So does all this meet with your standards?"

"Oh, absolutely. Though I don't have any exercise clothes to test these out."

"Not a problem. I bought a shirt and some gym shorts for ya. You can change behind the divider over there."

Not wasting any time, Spike went to his locker, opened it and found a purple shirt and black shorts. He immediately went behind the divider, took off his shoes, pants and button shirt, hung up his clothes on the divider, and put on the shirt and shorts. After tying on his shoes, Spike was ready for his exercise when he walked from the divider when he was stopped cold by the sight of Applejack, who was also ready for a workout. The country girl was dressed in a matching orange sports bra and yoga pants that hugged her body tightly and accented her figure well, showing off all her curves. Spike was speechless as he continued to stare at Applejack, his eyes moving down to her cleavage.

Applejack noticed Spike staring and smirked. The boy obviously liked what he was and she decided to approach him while swinging her hips alluringly.

"Like what ya see, young man?" asked Applejack as she placed her hand under Spike's shin, making him look up from her cleavage.

"Y-yeah," Spike stuttered.

"How about we get started? Bet you want to work up a sweat after all that studyin'.

Spike nodded as he headed for the treadmill while Applejack went to the bench with the bench press rack. After turning the machine on, Spike adjusted the speed of the treadmill and once it got up to speed he wanted, he started to jog. Every few minutes, the young man would adjust the speed so he could work up a sweat. After a little while, the jog became a run as he kept pace, not wanting the machine to slingshot him off. Though he started to sweat, Spike couldn't help but feel relaxed as he was thankful that a certain rainbow haired teacher was barking at him. He chuckled as he continued to run.

As he ran, Spike couldn't help but hear the grunts coming from Applejack, no doubt getting a lot done lifting her weights. When he turned his head to see her, Spike admired how well toned Applejack was and how her sports bra and yoga pants just molded into her body like a second skin. It didn't leave much to the imagination as Spike saw Applejack's breasts rise up every time she took a breath in. Up until what happened with Applebloom, Spike couldn't help but think about going further with Applejack, even imagining himself ramming his rigid rod inside her wet sex while suckling on the farm woman's nipples. So lost in his fantasy, Spike almost went off the treadmill and he immediately quickened his steps until he was sure that he wasn't going to be thrown off.

When she heard Spike's quickened steps, Applejack turned her head towards the young man on the treadmill. Her concern was short lived as she saw the young man keep pace with the speed of the machine, though she smirked when she saw Spike's flustered face. Applejack knew Spike was checking her out as she continued to lift her weights. She started to imagine how turned on the boy was, imagining his rigid shaft saluting only her. Even as she got work done at the farm, Applejack kept going back to the morning and wanting Spike to fill her up with his seed, both inside her mouth and her entrance, maybe even her backdoor. She couldn't help but blush at the thought and grew more flustered as she felt her nipples harden and getting wet inside her yoga pants.

Getting an idea, Applejack whistled towards Spike and called out, "Hey, Sugarcube! You want to spot me?!"

As Applejack expected, Spike turned off the machine and immediately went to her, going behind her as he stood above her head. She gritted her teeth as she strained her arms lifting her weights. What kept her going was the look at Spike's crotch and drooling over the hard shaft the young was hiding under the shorts. Applejack admired the view while feeling touched as Spike urged her on to continue her lifting.

"One...hundred!" Applejack grunted, giving Spike his cue to help her place the bar on the rack.

"Man, you don't quit, do you?" Spike wondered as he saw Applejack sit up and grab a nearby towel.

"You should try it sometime," Applejack let out several breaths as she wiped the sweat from her brow.

"I don't do well with weights," Spike pointed out nervously.

"Aw, it'll be fun, Sugarcube," Applejack assured. "I'll even spot ya!"

"I don't know..."

"Ya want me to get Rainbow here to help out?"

"No, I'll be fine with just you!"

"Smart boy. I'll even take a few of the weights off."

Spike lay down on the bench as he put his hands of the bar, getting a good grip. After seeing that Applejack take of few weights off, Spike felt more or less relieved and felt that he wasn't going to get his chest crushed by the bar and weights. With a little help from Applejack, Spike got the bar of the rack and began lowering the bar and straining to lift it.

"We'll go for ten to start," Applejack spoke.

Spike nodded as he slowly lowered the bar and strained to lift it again. As he said, he was wasn't much in lifting weights and started to envy Applejack's strength and endurance. He didn't want to embarrass himself in front of her, but he also knew that he didn't want to hurt himself either. He closed his eyes and decided to take it slow and was hoping that his arms wouldn't fall off.

When he opened his eyes again, Spike got a good look at Applejack's covered private area and the obvious stain on her yoga pants. At first, he assumed it was just sweat, but he couldn't mistake the smell of a woman's wetness. He felt his shaft go rigid again as he smelled Applejack's scent. This invigorated him as he continued to lift the bar with more ease, no longer straining as much, though he did grit his teeth.

'Love the view, Spikey?' Applejack thought, smiling knowingly. "C'mon, sugarcube! You got this! Just one more!"

Spike let out a roar as he gave the bar one final lift before Applejack helped him place it on the rack. Spike lifted himself off as he grabbed a towel and wiped himself clean of his sweat. He breathed heavily as he was relieved it was over. He then felt a hard pat on the back as he saw Applejack sit by him, smiling proudly at him.

"So...how did I do?" inquired Spike.

"Ya did nine," Applejack chuckled, which made Spike deflate. "Not bad, Spike. But we still got the whole afternoon ahead of us."

Spike nodded as he headed toward the pull up frame while applejack headed to the punching bag. He noted that while the bar was pretty high, it was nothing a hop couldn't fix. When he jumped, Spike immediately grabbed the bar with both hands, making sure he had a good underhand grip. Taking a deep breath, Spike slowly pulled himself up until his chin reached the bar before lowering himself down. He started slow before getting into rhythm, his movements steady so he doesn't tire himself out. Again, Spike was glad that Iris wasn't around to bark at him to go faster and go at his own pace. Feeling confident, he decided to pull his knees up and picked up the pace. Spike started to sweat again as grunted with each pull up. After the final pull up, Spike breathed heavily as he let himself dangle on the bar. He thanked his luck that he didn't end up on the floor in a heap.

Before he could let go of the bar, Spike felt a pair of arms wrap around his waist, making him gasp. Before he could say anything, the young man heard a definite moan from Applejack as he felt her hands roaming around his chest. Spike breathed quickened as he gripped the bar tighter, not wanting to fall. What almost made him slip was when he heard the farm woman take a deep sniff off his back and breathed out. Spike trembled and once again, his shaft was erect and swore it would burst out of his shorts.

"I missed you terribly, sugarcube," Applejack whispered as she kept a hold on Spike. "I know ya had school, but ya left a girl wantin' here."

"Applejack," Spike said breathlessly.

"I'll be honest, though. Makes me pretty jealous you had to leave with that hothead of a gym teacher."

"Why...why is that?"

"Because she always had a thing for ya...and the fact that she got to have ya before me."

Spike's eyes went wide and his throat went dry. He was speechless as his mind raced. He had assumed that Iris would keep their little adventures secret but now Applejack knew. With what he let out with Applebloom, he wondered if anyone else knew about it.

"Rainbow didn't mention you by name, though," Applejack began to explain as her hand slip to Spike's tent. "We were hanging out the other day and teased her that no man could keep with her and then she blurted out that she was seein' someone. I called her out on it and then she some pretty interestin' things...like how this guy brought out her kinky side. Never knew such a hard-ass like Rainbow would let herself be treated like that. Musta been a fantasy of hers."

'It was a turn on for me, that's for sure,' Spike thought as he looked back on his first time with Iris.

"You know how I got it out of her though?" Applejack spoke in a hushed but dramatic tone. "Its when I joked it musta been a new experience for you do something like, knowing how much of nice guy you are. Rainbow wasn't thinkin' when she agreed with me and was about to say how much you talked dirty to her before she clamped up."

Spike frowned and shook his head. He could only think how Rainbow didn't know when to quit went it came to bragging.

"That girl really likes playing with fire," Applejack continued as her hand went inside Spike's shorts. "Risking her career like that for a lay with her student. But you know what? She always did want to lay with ya. She said that if there was a student she wanted to have it was you."

Spike heart felt touched but then he felt Applejack's hand tugging at his manhood, making him moan.

"You want to know what else, Spike?" asked Applejack, her voice became sultry as she stroked Spike's shaft. "I remember two years ago we had your birthday here. I dragged ya out of your chair and onto the dance floor. It was a slow song and I held you close. I kinda figured that it was your first time dancin' with a lady because you went stiff on me. Didn't help that my girls were poking your chest.

"I couldn’t help but really look at ya then. Really, just really looked at ya. Didn't care about the age difference because you made my heart flutter. Then when you got comfortable, you flashed me that smile and I just wanted to take ya away to my room. I figured that I could wait until your old enough to make a move on..."

Spike gulped, sweating as he felt close to orgasm. His release was denied when Applejack let go of him. Spike then saw that Applejack was in front of him, looking up at with half lidded eyes.

"If you couldn't tell from this morning, I'm tired of waitin’," Applejack purred as she stroked Spike's face with her hand.

Applejack didn't waste another second as she grabbed hold of Spike's shorts and pulled them down, revealing his stiff member. She couldn't help but marvel at its size as she licked her lips.

"Don't let go of the bar just yet," Applejack instructed Spike. "I want to see how long ya can hold on before you can fill my mouth with your creamy goodness."

"You can't be serious," Spike trembled.

"Just make sure ya don't fall on me before ya come, sugarcube," Applejack reminded.

Spike didn't have time to object any further as he felt Applejack tug at his manhood, her movements purposely slow. He let out a load moan as he gripped the bar tightly. Applejack's hand movements slowly increased and it was taking all of Spike's will power not to come, let alone slip from the bar. The young man gritted his teeth, grunting as he struggled. He wanted to relax and enjoy it Applejack's hands, but he found it pretty difficult to concentrate since own hands started to sweat. What almost made him slip was when he felt Applejack's breath on his manhood. Spike looked down and saw that the country started licking the tip of his shaft of it's pre-cum. After a few seconds, Spike felt Applejack's mouth around his manhood. He let out a loud groan as he felt her mouth going up and down.

'Oh, man...so good,' Spike thought as he saw Applejack's pleased face.

'So tasty...I can't get enough,' Applejack thought, her blush deepening as she put Spike's legs on her shoulders.

Applejack continued to use her mouth to deep throat Spike as she gripped his buttocks. She heard the young man let out a pained hiss, most likely because her nails were almost penetrating the buttocks. Applejack then patted them and rubbed them before she got working on Spike's shaft again. She bobbed her head in fast motions before she slow down again, savoring the taste. Applejack could hear Spike struggling as he let out a whine. She almost felt like he was torturing him by denying him release, which pleased her. What caught her by surprise was when the young man crossed his legs and started humping her mouth. Applejack grunted with each thrust Spike gave her and her body started to tingle in anticipation. Tears were rolling from her eyes as her yoga pants were feeling even more damp.

'Give it to me,` Applejack thought as she vigorously sucked on Spike's. 'Fill me up with your hot seed!'

"Coming!" Spike bellowed.

Spike finally released inside Applejack's mouth, filling her with his cream. He heard her moan appreciatively, feeling her drink every last drop. Spike loosened his legs, letting go of Applejack and let himself drop to the ground, losing his grip on the bar. On his knees, Spike breathed heavily, sweating as he tried to get his bearings. After shaking his head, Spike opened his eyes and saw that Applejack was also on the ground, breathing hard as she sat with her legs exposing her wetness. He also noticed that her nipples were hardened and could almost see them through the sweated fabric. Spike slowly crawled toward Applejack until he was on top of her. He started to pinch her nipples, causing her to moan loudly.

"Spike...please," Applejack begged.

"That was hell, country girl," Spike smirked. "But I'm taking the high road and sending you to heaven."

With a rush of adrenaline, Spike was able pick up Applejack in his arms. He made his way towards the mats and gently placed the woman on them. Spike didn't waste any anytime as he placed his lips on Applejack's, kissing her thoroughly as the woman accepted him. As he inserted his tongue into Applejack's mouth, Spike pulled up the woman's bra and started her breasts while using his other hand to caress her face. Hearing Applejack moan into his mouth and feeling her tongue entwine with his emboldened Spike as he made his way toward the country woman's breasts. He used his mouth and tongue to suckle on one breast while fondling the other. When Spike was done with one breast, he switched towards the other and bit into, causing the woman to scream. The young man then felt a pair of hands behind his head. They were holding him firmly in place as he suckled on Applejack's eager breast as he embraced her. Feeling his manhood come alive again, Spike rubbed it over Applejack's covered entrance, as if to tease her about what's to come.

What followed was a battle for dominance. Applejack managed to move her arms around Spike back and pinned him to the mat. Seconds later, Spike managed to overpower her and had her pinned. They continued like this while their lips were still locked until Spike had Applejack on her back again. The young man grabbed the woman's hips and lifted her butt off the mat. Spike pulled down Applejack's yoga pants, exposing her sex to him. He was mesmerized at how it was just dripping juices until wrapped his arms around Applejack's waist and started licking her clit, savoring the taste as he moaned.

Applejack felt helpless as she felt Spike's tongue licking her slit. As much as she liked how the young man was making her go crazy, she didn't want to lose this fight. Applejack struggled as she panted, feeling close to orgasm as the blood started rushing to her head. At that moment, she was heavily considering just giving in to lust and let Spike have his way as she enjoys Spike's dominant side. Applejack thought back to what Iris had told her about Spike's more aggressive side and it made her blush, imagining being bound by him. Applejack shook her head. As close as she was losing it, she desperately wanted to come out on top.

An idea came to Applejack as she used her arms to lift herself up from the mat. With her hands keeping her steady, Applejack used her thighs to lock onto Spike's head. She then twisted her body to the side and in no time, had Spike pinned to the mat, straddling his head. She smirked at her own accomplishment until she Spike's tongue inside her again, making her moan loudly. She didn't care as she moved her hips so she can better smear the young man's mouth. Wanting to feel more, Applejack lifted her breasts and started suckling her nipples. She groaned, shutting her eyes as she enjoyed the taste as the sensations around her body were becoming too much.

Muffling a scream, Applejack bit into her nipples as she climaxed, drenching Spike's face and mouth with her juices. Seconds passed before she let go of her breasts, breathing heavily as drool came out of her mouth. Applejack still felt Spike lick at her slit and gave appreciative moans, caressing the young man's head.

When she opened her eyes, however, Applejack gasped when she saw Applebloom standing at the entrance of the barn. Her eyes went wide but continued to moan as Spike continued to use his tongue. Applejack could see that her little sister was trying to contain herself but saw that there were tears rolling down her eyes. She could see that Applebloom was trembling, her hands balled into fists.

Shaking her head, Applejack asked, "How long have you been there?"

Wiping her tears, Applebloom responded, "Long enough."

Before anything else was said, Applebloom started to take off her clothes she nothing else to discard. Steeling herself, Applebloom approached Applejack and Spike until she got her knees in front of her older sister. She looked at her enviously as her lips trembled as saw her sister clearly enjoying Spike attention to her entrance.

What caught Applejack by surprise was that Applebloom started to fondle her big breasts. She wanted to protest but Spike's continued assault on her womanhood just made her gasp pleasurably. Applejack hissed as she felt her nipples get pinched.

"Applebloom...what are ya...ooh," Applejack moaned.

"Just wanted to see what makes these so special," Applebloom said as she leered at Applejack's breasts.

Applejack felt a light slap on her behind and muffle below her and realized that Spike was still between her legs. She was relieved of the sensations she was feeling from Applebloom's fondling and quickly got off of Spike, letting the young man rise to his knees.

Spike was about to compliment Applejack until he saw Applebloom kneeling down beside her. He was at a loss as he saw the two Apple sisters together, naked. Spike looked at Applejack and saw that she had become aware of her predicament as she covered her breasts with one arm and her private area with her other hand, blushing away from Applebloom. When Spike looked at Applebloom, he saw that she was looking at him intently with a glare, noting the stains of dry tears on her face. Spike was no stranger to having two or more sisters in the same area and in the nude, but he could feel the tension in the air.

When he saw that the younger Apple sister had turned her head and looked at Applejack's body with envy, Spike remembered how she blew up at him earlier and felt sorry for her. He didn't realize how deep Applebloom's jealousy for Applejack and her friends ran through her and didn't think about how much it really affected her self esteem. He mentally hit himself for his ignorance and generally being a bad friend to her. She had been one of the first to try to get him out of his funk but brushed her off when he could and only came around when Luna forgave him.

'Maybe she is right about me and my preference of women,' Spike thought as he looked downcast.

Still, as he looked over at Applebloom's body appreciatively, Spike could tell that she knockout in her own right. Much like Applejack, her body was toned and built, possibly from some work she put in the farm. Her breast size, while smaller in comparison to her older sister's, wasn't what one could call flat chested in anyway. He even remembered how one guy had made some rather lewd comments to her face about her breasts and got nailed for it. Spike could imagine how many guys could be attracted to Applebloom and she has turned a few heads if he recalled. Just not his.

Applebloom noticed Spike's staring and blushed as she covered her private area with a smile smile.

Applejack also noticed Spike's staring and growled, earning Spike attention and said, "And just what do think yer lookin' at, buster?"

"I think Spike's finally appreciating me for the young WOMAN I am," Applebloom said smugly.

"Kinda easy to do when you're showing yourself off like that," muttered Applejack.

"Yer the one fooling around with Spike here out in the open like some dog in heat! Workout, my foot! You just wanted to get him alone and seduce him with your body!"

"Hey, ya coulda had him this whole time if you weren't so damn stubborn!"

"Ya knew I wanted him, but you didn't lay off! Every time I brought him home to study with me, ya dressed up all naughty country girl and he couldn't concentrate!"

"At least I knew what I wanted! It's not my fault ya had to be such a mule about it!"

"It was yer fault! All of yer fault! You didn't have to have yer roll in the hay with him!"

"What I do with Spike is my business and no one else's! He's a big boy and he can have me whenever he wants!"

"Oh, so he's just some lay for ya, huh!?"

"I would never consider Spike just a lay! I love him too much for that!

"Well I do, too!!"

Spike looked back and forth at the two Apple sisters as they argued and screamed at each other. It broke his heart to see the two verbally tear each other apart. He knew them, as well as the rest of the family for so long that as strong family bond was everything them. To see it just deteriorate into a shouting match over him made him feel like a world class loser.

Having enough, Spike shouted, "Stop it! Both of you just stop it!!"

Spike's shout got the attention of the Apple sisters and they immediately stopped screaming at each other, briefly looking at Spike's pleading face. They then glared at each other, both with challenging eyes. Then they looked at Spike again with determination. It was, however, Applebloom who approached Spike first, crawling to him. The younger Apple sister wrapped her arms around Spike, her cheek planted on his chest. Applebloom could smell the sweat from Spike as well as distinct aroma of a womanly orgasm. It was beginning to intoxicate her as she took in the scent.

"Applebloom...," Spike wondered as he felt Applebloom's breasts on his body.

"Just give me a chance, Spike," pleaded Applebloom. "I know I can be just the woman my sister is, if not better."

"Applebloom...think about this. You can have any guy out there. Why do you want someone that just brushed you off?"

"Because I know what I want now. And I want to show ya that I'm not a little girl anymore."

Without hesitation, Applebloom wrapped arms around Spike's neck and planted her lips on his. At first, she could tell Spike hesitated at first, but once she let him know how serious she was, the young man responded in kind. Applebloom mentally cheered as she deepened the kiss, inserting her tongue to taste the inside of Spike's mouth. She feel her nipples harden as she rubbed her breasts on Spike chest, earning a moan for her trouble. Applebloom could also taste Applejack's orgasm inside Spike mouth and the taste made excited her. She let go of Spike's lips and licked his face to taste more of her sister's cum. After she was finished, Applebloom once again locked her lips with Spike, continuing the make out session.

Letting go of Spike's lips, Applebloom used her tongue to trace down on his chest, briefly stopping to lick and bite on the young man's nipples. The younger Apple sister giggled when she heard Spike let out a pained grunt, but continued lick away. Applebloom gave Spike's one final lick before tracing tongue downwards before finally reaching her goal. She got Spike into a sitting position and spread his legs to reveal his erect manhood. She felt very proud to have such an effect on Spike, but wasted no time as she used her hand to grab hold of the shaft. She made sure she wasn't squeezing to tightly before she started jacking him off. Hearing Spike let out moans of contentment made Applebloom's heart swell with pride.

Spike was amazed at how good Applebloom was doing. He could tell that the girl knew how to make him feel good, feeling her hand gently stroke him. Spike smiled as she used his hand to rub Applebloom's hair, silently complementing the girl for doing a good job. What happened next surprised Spike further as Applebloom pillowed his manhood with her breasts. He moaned loudly as he felt the girl move her breasts up and down his shaft while licking the tip. He wanted to ejaculate, but Spike held on as he wanted Applebloom to savor him further, appreciating her efforts to please him.

For her part, Applejack stared at Applebloom in amazement, if not a bit suspiciously. She could tell that her little sister was showing talent in pleasing Spike and the young man was certainly not complaining. But she also wondered where Applebloom was getting all this. She knew that Applebloom never dated and before this, she never made a move on Spike. Just seeing Applebloom behave like someone who was experienced made her wonder.

"Ya got a lot a talent for a virgin there, little sis," Applejack commented with her arms folded, her eyes narrowing.

"Maybe I'm just a natural," Applebloom responded smugly, briefly stopping her attention to Spike.

"Or maybe I should go looking in yer room for naughty material."

"Go ahead. You'll find me innocent on that charge."

"Then I'll have a talk with yer friends and see if they been bringing anything beside school material."

Spike rolled his eyes and spoke, "Girls, behave. I don't like it when you start arguing like that."

"Aw, don't worry about it none, sugar cube," Applejack assured Spike as she got closer to Spike's crotch. "It's only natural for siblings to argue."

"Yeah, but we love each other deep down," Applebloom agreed as she continued to use her breasts to stroke Spike's shaft.

"Just lie down there, Spike," Applejack instructed. "Let us Apple sisters give ya some country style hospitality."

Spike did as he was told as lied down on the mat, relaxing as he put his hands on his back. Before he knew it, Applejack had joined Applebloom in using her breasts to please him. He moaned pleasurably, feeling both sisters breasts stroke his rub his shaft. Spike was especially pleased when Applejack and Applebloom started licking up and down his erect shaft, both taking turns in engulfing it with their mouths. He had wanted come in one of their mouths, but felt that both Apple sisters deserved his reward so he held on.

As both Applejack and Applebloom continued to please Spike, they could feel that they were also pleasing each other. Applejack blushed as she could feel her little sister's nipples rub against her own. She had to admit that it was lighting her up and making her wet again. For Applebloom's part, she was feeling the same way as she purposely mashed her breasts against Applejack's, making her big sister moan. The sisters could tell that Spike was close and decided to lick the shaft faster, licking any pre-cum that was slowing coming out.

"Girls...I'm so close," groaned Spike.

The Apple sisters were rewarded as Spike shaft erupted, letting out a geyser of gooey seed that splashed on their faces. Applejack caught whatever seed she could into her mouth and so do Applebloom. They then proceeded to lick Spike's rod clean of any remaining ejaculation and savored it, letting out an appreciative moan. After swallowing it, Applejack and Applebloom looked at each other as saw what a hot mess they were, their faces and breasts stained with Spike's seed. Applebloom took the initiative and started licking Applejack face, getting all the cum into her mouth. Applejack responded in kind as she licked her little sister's face clean before she kissed her. The Apple sister made out, using their tongues to taste inside their mouths for more seed. They held each other close, mashing their breasts again. Applebloom, though, pushed Applejack down and pinned her to the met, holding her wrists in place so she couldn't escape.

"Applebloom," Applejack spoke softly as she panted.

"I still want to see what Spike likes about ya, sis," Applebloom smirked, locking her lips with her big sister again.

Applejack couldn't help but moan into Applebloom's kiss. The big sister was helpless to resist but felt like she didn't want to, making her blush even deeper as any reservations of doing this with her sister just melted away. When she felt Applebloom's tongue invade and explore the inside of her mouth, Applejack responded, entwining her own tongue with hers. She started to feel relaxed as she continued to make out with her sister. She opened her eyes and glanced to the side as she saw Spike just stare at them with fascination and lust. Applejack's attention was drawn to Applebloom as her sister let go of her lips and licked her face again. She couldn't help but chuckle, figuring that Applebloom was "making sure" she got all of Spike's spunk completely off her face.

"Applebloom...ya...ya already...," Applejack protested playfully.

"Oh, did I?" Applebloom responded innocently. "Then I guess your cans need a thorough cleaning.

Applebloom let go of Applejack's wrists and used her hands to fondle her breasts. She was still feeling very envious of their size and compared them to her own, giving them a hard squeeze and pinching her nipples that elicited a moan from her big sister. Applebloom could only imagine Spike playing with Applejack's breasts and enjoying them size. She frowned as she thought back to when Spike kissed Pinkie Pie the other day and imagined how Spike with play with her breasts as well. She even imagined what else Spike and Pinkie doing some even more naughty things, which made her frown even deeper. Hearing her big sister cry out in pleasure pulled Applebloom out of her thoughts and concentrated on just pleasing her sister, making her cry out even louder when she pulled the nipples.

"Sooo gooooood!!" howled Applejack in pleasure.

"Guess ya do like it rough," Applebloom commented, smiling wickedly as she lowered her head and started motorboat Applejack.

Spike couldn't help but stare at the display before him. He could see that Applebloom was really going at Applejacks's breasts and the big sister was really enjoying the attention. Spike drooled, enjoying how his best friend was handling the blond bombshell with ease. He gulped as he saw Applebloom take one breast into her mouth, suckling and biting it with a hunger he never thought he would see in the young Apple sister. Hearing the erotic sounds both Apple sisters were making made Spike's shaft harden and ready. When he saw Applebloom's other hand make her way towards Applejack's entrance, Spike couldn't help but take a hold of his manhood and started moving his hand up and down. Hearing Applejack's loud cry and seeing Applebloom stimulate each of her breasts and also stimulating her entrance made Spike's hand movements increase.

`God, I love it when sisters play nice,' Spike thought ruefully, thinking back at his times with the Wayne and Pie sisters.

After having enough of her big sister's breasts, Applebloom used her tongue to trace downward until she reached Applejack's entrance. She saw how wet she was and gave it a sniff, becoming intoxicated with the smell. Applebloom inserted two fingers and licked at Applejack's clit, earning another moan. She hated to admit it, but she could see Spike enjoying tasting her sister as she found her womanhood tasty, lapping up her juices as more leaked out. Applebloom used her tongue to lick even deeper as she couldn't get enough of the taste. She even started to get wet herself as she used her other hand to play with her own womanhood.

'This isn't fair,' Applebloom lamented as she licked away at Applejack's slit. 'Everything about my sister taste good. Her cans, her pussy, her lips...even when she howls like crazy is making me feel hot and bothered. No wonder Spike likes her!'

"I'm gonna cum....yer tongue...I can't take it!" Applejack begged her little sister as she hefted her own breasts to her mouth and suckled them.

Before she could react, Applebloom was greeted with Applejack's juices splashing on her face as she heard her sister scream. She immediately planted her mouth to her sister's entrance, making sure she could drink every last drop of her juices. She found herself enjoying the taste, but her jealousy towards her sister didn't decrease. Applejack had rewarded Spike the same way earlier and she felt like she couldn't measure up. Applebloom looked from Applejack's slit and found that her big sister had already sat up and became worried, seeing that she had a wicked smile on her face.

"Ya done?" Applejack spoke while leering at Applebloom.

Before Applebloom could answer, she was immediately pushed down to the mat by Applejack. She was about to protest until the big sister started fondling her breasts, giving them a tight squeeze. Applebloom moaned loudly which then turned into cries. Her body was reacting to the stimulation and she felt like was about to explode, the sensations causing her to leak more from her womanhood. Applebloom gritted her teeth, shaking her head as more tears escaped her eyes. Then she felt Applejack's mouth on her breasts, suckling and biting them intensely. Applebloom hissed as she tried to bear it as she getting close to orgasm. She was almost sent to edge as she felt one of Applejack's hands playing with her womanhood. Her scream was silenced by a kiss from her big sister, reducing it to a muffled moan. She and her sister made out for a few moments before Applejack let go of Applebloom's lips and started to lick her face, cleaning her own juices. Applebloom sobbed as her body felt like it was on fire.

"Ya sell yourself short, darlin'," Applejack purred as she raised her juiced covered hand and licked it, enjoying the taste. "Quite frankly, I think ya have a great flavor. I especially like the guns ya carry on yer chest."

"But...they're not as big as yours," Applebloom pouted.

"Don't matter if someone likes them enough to play with," Applejack assured as she pinched Applebloom's nipples. She then turned her attention towards Spike who was still jacking off and said, "How about ya help a girl out here, sugar cube."

Spike nodded, letting go of his manhood and crawled toward the Apple sisters. Applejack immediately got behind Applebloom and grabbed hold of her breasts and held up, offering them to the young man. Applebloom had stiffened and her breath had quickened, awaiting what Spike was going to do.

"We could stop here," Applejack whispered.

"No, I want this!" Applebloom shouted. "I...want Spike to love me...like he does you!"

"Be gentle with her, Spike," Applejack spoke towards Spike. "Go slow because she looks like she's about ready to burst."

Spike nodded once more as he fondled Applebloom's breasts, rubbing his thumbs on her nipples. He then gave her a light kiss on the lips which lasted only a few seconds until he let go. Spike wasted no time when he went for Appleblooms breasts, licking each of them lightly before swirling his tongue over the right one. Hearing Applebloom cry out in pleasure almost made him intensify his efforts, but he promised to make this last. While his mouth and one of his hands were busy eating out one of Applebloom's breasts, his other hand lowered towards her womanhood and began to massage it lightly, feeling the wetness coming from her entrance.

Applebloom cried out even louder until Applejack silenced her with a kiss once again. It didn't take too long before she relaxed and gave herself into the kiss and let Spike do whatever he wanted. When she felt her friend trace his tongue downward, he shut her eyes tightly. Applebloom then felt Applejack's hands fondle her breasts again, this time more gently. She instinctively opened her thighs to reveal her excited womanhood to Spike. Applebloom didn't have to wait long as she felt Spike's lick her slit and felt a finger penetrate inside. The younger Apple sobbed happily as Spike tasted her most private treasure as her big sister continued to play with her.

'She does have a great flavor,' Spike thought approvingly as he lapped Applebloom's wet sex. 'But think she's ready.'

Spike stood up and placed a hand on Applebloom's cheek, making the younger sister open her eyes. He smiled as he showed of his stiff erection to her face. When Applebloom nodded and opened her mouth, Spike inserted his shaft into it, moaning as he felt it getting slick. The young man pulled out and Applejack let her sister go, making her lie on on the mat. He got on top and could tell that Applebloom was scared. He hesitated until Applebloom nodded, giving Spike permission. Spike smiled and used the tip of his shaft to tease Applebloom's sex. Seeing his friend whine pleadingly made her look adorable in his eyes.

"What are ya waiting fo-" Applebloom said before she was cut off, letting out a silent cry as she felt Spike's shaft entering her slowly. Her eyes were wide as she felt the pain, her virginity now gone. Her tears flowed freely as she smiled blissfully. Spike had finally entered her. Her body trembled at the sensation but the pain soon left her. She looked up at Spike and saw the concern on his face. She then gave him her most alluring smile as she beckoned him to get closer. When he got close enough, she wrapped her arms around his neck and kissed him fiercely, letting him know that she was okay and ready. When she let go, Applebloom didn't have to wait any longer before Spike started humping her slowly, feeling every inch of his shaft pushing in and pulling out of her.

'Finally!' Applebloom cheered mentally as she continued to cry. 'I'm not little girl anymore! Spike's inside me! He's loving me like he does his other women!'

Pouting at the attention that her little sister was receiving, Applejack looked on as Applebloom was being thoroughly loved by Spike. The look of delight and joy that her little sister had on her face made her even more envious and wished that the young man was doing this to her. Applejack's eyes moved towards Applebloom's entrance and saw Spike's blood smeared manhood just pound away faster and faster. Hearing Applebloom's cries and calling out to Spike to give her more just made Applejack feel even more heated. She was about to use her hands to play with her womanhood until she felt a hand grab her wrists. She looked up and saw that Spike was wagging a finger on her and then used that same finger and inserted it inside her entrance, making her moan loudly as she felt two more fingers to explore it.

"It...it ain't fair," Applejack breathed heavily while trying to glare at Spike. "I know...she's...yer friend....but..."

"I'm not forgetting you, Jackie," Spike said with a smile while still pounding away at Applebloom. "Just wait a bit. I do love it when you suck on those tits of yours."

"Spike," Applejack spoke breathlessly as she began sucking on her own breasts.

"Hey...you're....you're supposed to give me attention!" shouted Applebloom.

Spike shook his head and continued to plow into Applebloom. Much like with Iris and Belle, he loved how tightly Applebloom's womanhood wrapped around shaft. It excited him and he really wanted to just cum inside her like she wants. But he wanted the pleasure to last and held on. Spike felt Applebloom needed to be treated fairly after not being fair to her since he was in a funk. He then looked at Applejack and just seeing her tear stained pleasured face made him want her even more. Hearing both Apple sisters pleasurable cries and moans just made move even faster and he was very close.

"Aren't ya...aren't ya close yet?" Applejack begged as she fondled her breasts.

"Don't be needy, big sis!" Applebloom said, almost close to climax. "He'll come when he's good and ready!"

"I think...I think I'm ready now!" warned Spike, grunting as he felt his manhood about ready to burst.

"Cum...just cum!" The Apple sisters screamed at the same time.

Spike let out a howl as he ejaculated inside Applebloom, feeling his entire seed just fill her entrance until it felt like it was over flowing. He stayed inside her for a few seconds before letting out a breath, relieved to have finished off his session with Applebloom. He looked down at Applebloom and he could see how tired she was but could tell that the girl was experiencing bliss, judging how happy she looked as she trying to catch her breath. Spike couldn't help but smile himself and felt that his best friend deserved to be happy after everything that happened this afternoon.

Unexpectedly, Spike was tackled to the mat and found that Applejack was now on top of him, grinning at him wantonly. He knew Applejack had waited long enough and his manhood was still raring to go. Spike gave the big sister Apple a wicked smile, grabbed her body and pinned her to the mat. Before Applejack could protest, Spike locked his lips with hers, making her sigh in contentment. Before long, the young man let go of her lips and pleasured the woman's breasts and suckled them. He could hear her begging for more and once again inserted his fingers inside her entrance and teased her insides.

"No...stop teasin'...let me have it," Applejack begged as she was bursting at Spike's finger stimulation.

"Have what?" teased Spike, seeing Applejack's lustful face.

"Ya know what," sobbed Applejack as she frowned.

"Do you want another finger?" Spike asked innocently.

"No...I want...I want..."

"My tongue? I do love your taste, Jackie."

"No...ya know what I...please, don't be mean!"

"Well, I don't know what you want, Apple-

"FUCK ME!! FUCK ME WITH YOUR HARD COCK!! FUCK MY PUSSY UNTIL I CAN'T TAKE IT!! JUST FUCK ME!!"

Spike continued to tease Applejack's inside, smiling at how driven by lust the woman has become. She wanted him and in turn, wanted her. Spike then inched closer until his lips were close to Applejack's ear.

"I'd rather love you, Applejack," whispered Spike. "You're not just a lay to me."

"Then love me, Spike," Applejack responded. "Love me as hard as ya want. Spread your love inside me with that lovely rod of yours."

Spike nodded as he spread Applejack's legs. He felt his manhood was hardened enough as he teased the big sister's entrance with it. He chuckled when he saw Applejack's frowning face and heard a growl escape her lips.

"Don't make me mad, sugarcube," Applejack warned.

"I think you already are," smirked Spike.

In an instant, Applejack felt Spike's manhood enter her insides. She let out a groan as he savored the feeling of Spike's rod just go in and out of her womanhood. The heat of it just made her body feel like it was on fire. Applejack could feel another orgasm coming and gave Spike a hungry look, daring him to do more. She felt Spike quicken the pace and hefted her breasts towards him. She smirked when he was getting close and she immediately took advantage and rolled him over, pinning him to the mat. Applejack was now straddling Spike as she went up and down Spike shaft, hefting her breasts to her mouth again.

No satisfied with being at the bottom, Spike sat up and pushed Applejack to the mat. He turned her body around, lifted her hips and was once again inside her. Spike drove his manhood hard and fast and could hear Applejack screaming, driven by lust as she had a cheek on the mat. The young man then grabbed her forearms and held them in place. He grunted as he smirked, feeling victorious, feeling that the big sister couldn't overtake him. He increased his thrusts and felt that he was getting close to climax.

All the while, Applebloom had been witnessing what she could describe as sex match between her big sister and Spike. She had regained her bearings earlier and was about to thank Spike for her first time when Applejack just tackled Spike and proceeded to act like a crazed addict wanting nothing but good humping. The dirty talk started and the young Apple sister blushed when Applejack had screamed for Spike to fuck her and stop teasing her. Applebloom could only stare as the lovers battled for dominance and continued to do so until Spike had Applejack at his mercy. The look of pure love and lust told the whole story at how much her big sister waited for this moment, her screams growing louder and louder. Envy returned to Applebloom as she wanted Spike to do that to her, wanting to be loved like that.

Love. Even though Applebloom was seeing an aggressive display of love making, she remembered what Spike had said to Applejack. He wanted to love her. Not lay her. Not fuck her. Love her.

Tears formed in Applebloom's eyes as she looked away. She wanted to deny it, but she couldn't. As considerate as Spike was about her first time and how wonderful it felt to become a woman, she had to face facts. Spike was just a friend and her friend loved her sister and her friends more than her. Applebloom covered her face with her hands and wept.

"Spike...finish me," Applejack slurred, feeling close to orgasm.

"How long have you wanted it?" asked Spike, trying to hold back.

"Since...since...oh, God."

"Since when?"

"FOREVER! SINCE FOREVER, DAMN IT!"

"Dirty little farm girl!"

"Tit lovin' pervert!"

Spike let out a loud moan as he ejaculated inside Applejack, shooting every last bit of his seed until it couldn't hold anymore. Hearing Applejack scream in ecstasy let him know how much she enjoyed it. Spike let go of Applejack's arms and collapsed on top of Applejack, breathing hard, exhausted. He could hear that Applejack was exhausted as well and wrapped her arms around her waist lovingly.

"Are you okay?" Spike asked in concern.

Applejack smiled, her body tingling again at Spike's concern. She looked back and responded, "That's so sweet, sugarcube. I'm okay."

"It's just...it was rough going there and...,"

"I like it rough, Spike. Don't ever hold back, ya hear?"

"I don't want to hurt you."

"You won't."

Before they could speak, Spike and Applejack heard a quiet weeping and saw that Applebloom was on her knees, covering her face with her hands. While Applejack felt sorry for her for being left out at the end, Spike was a different story as panic adorned his face. He rushed toward Applebloom and held her close, surprising the girl.

"Spike," Applebloom spoke.

"Applebloom, I'm so sorry!" Spike said fearfully as he rubbed Applebloom's head and kissed it. "I didn't mean to hurt you! I shouldn't have been so...oh my God. I shouldn't have been so rough with you! I'm so sorry! I'll never do it again like that!"

Applejack could only stare in shock. Spike was literally begging Applebloom's forgiveness like he had committed a terrible sin. She could see that her little sister's loss of virginity could hurt, but it would go away in seconds. In her mind, it didn't merit Spike apologizing and Applebloom enjoyed Spike's attentions. She went to her sister and placed her hands on her shoulders, rubbing them in hopes that it would make her feel better.

Getting over her initial surprise, Applebloom gently pushed Spike away and looked at him with a small smile, rubbing her tears away.

"It only hurt a little when ya took it," Applebloom said, trying not to break down. "Seein' you and big sis roughhousin' like that...it hurt the most."

"But why, sugarcube?" asked Applejack worryingly.

"Because I know now where I stand with Spike," Applebloom responded as she stood, walked over to her discarded clothes, picked them up and started dressed up. Once she was fully clothed, she turned her attention to her sister and Spike, who both had matching expressions of concern. Applebloom forced a smile, but her tears betrayed her emotions as she said. "I love you, Spike Drake. I will always love you. But I see that you love my sister more than me. That will never change. I just hope...even after what I said to you and after all this...that we can still be friends."

Spike could only shut his eyes as he tilted his head down. He knew Applebloom was right but she gave him her first time, something that should only be given to someone you love dearly. She loved him that much and she wanted to experience the love he was giving the other women in his life. Shame filled his very being, his lips quivering.

Applejack stood up and went to her sister and grabbed her by the shoulders and pleaded, "Sugarcube...little sister, I...you can have Spike anytime if you want. He won't mind it. He can learn to you, just like he loves me. I'll even arrange it so you can dates with him if it'll make you happy."

Applebloom smiled as she placed her hands on Applejack's, indicating that she should let go.

"What'll make me happy is that Spike continues to make you happy," said Applebloom, turning around as she felt Applejack's grasp loosen. "He's happy with women like you that have been there for him more times that I could ever wish to be. I just hope I find someone who...who will love me with that same intensity that I just saw here."

Applebloom began to walk away, leaving a concerned Applejack to watch on and a saddened Spike. She stopped and looked back at Spike and spoke, "Spike?"

Spike looked up and regarded Applebloom and was relieved that she was smiling.

"I hope that you and your women will be happy together," Applebloom said sincerely as she exited the barn.

Spike stood up and could only stare at where Applebloom had left. While it comforted him that the girl had no ill will towards him, he still felt like a loser for hurting her as well as taking something that should have been given to someone special.

"Other women, huh?" spoke Applejack firmly as she turned around with her hands on her hips, eyes narrow. "So other than me, Rainbow and Applebloom, who else have you been feeding that thing to?"

Spike could only rub the back of his head as he gave out a nervous laugh.

Author's Note

It's been a while since I touched this story, but I hope it's to your liking. Props to Wildcard25, F14M3RZ and AlphaSteel for pre-reading and editing duties.

Only two chapters and an epilogue are left for this story, though I don't know when I'll get back to this. I'll be concentrating on The Big Man since I haven't touched that story in a while.

Let me know what you guys think of this chapter.