WARNING: This chapter contains sex between two underage ponies. If you don't like that, read the "Teen" version of this chapter.

Jynx and I were talking to Scootaloo's mom and aunt, Holiday and Lofty while the kids played with Razor.

And by 'kids' I mean half of the Crusaders' class.

I couldn't blame them. Tiger cubs are the cutest little things ever. Add the pegasus half and you have the world's greatest chick magnet.

"You know, a part of me wants you to put one of those in me," Lofty said, teasingly.

"Lofty!" Holiday scolded. "You know how awkward that would be."

"That's why I said 'part of me'," Lofty returned. "I wouldn't do that to her."

"Yeah, let's not," I chuckled. "Anyway, Ah take it she took the news well."

"Of course," Holiday said. "Well, most of it, anyway. Of course she's glad she's no longer at risk, but... We all hoped her mana pathways would have healed enough for proper growth, but my little Scootaloo will always be this size."

I looked over to the kids. When I first came to Equestria, Scootaloo was already smaller than her friends, but while they've all hit growth spurts, she hadn't grown an inch.

"At least they healed before anythin' serious could develop," I offered.

"Thank Celestia," Holiday said. "We were so terrified that she would develop something awful."

Damaged mana pathways were one of the most serious conditions a pony could have. Being magical creatures, mana was more important than blood. Having damaged mana pathways, especially when still growing, often leads to serious or even fatal conditions. Scootaloo got off easy with just having her growth stunted.

Of course, though she was no bigger than a filly, she was obviously becoming a mare. Her hips were more pronounced, her legs were slightly thinner having lost their baby fat, and her snout a tad longer.

I was brought back with a throat being cleared.

"You know, we could go down to the mayor's office and fill out the consent forms, if you'd like," Lofty said with a grin.

"No no!" I said, waving a paw, defensively. "Ah was just… thinkin' about how hard this must all have been for her. Ah mean, Ah can't imagine livin' so long thinkin' that at any moment…"

"Yeah, she's a tough filly," Lofty said with a proud smile. "She gets that from my brother. She can handle whatever life throws her way. That's why we actually already filled out those consent forms."

"Wait, what?!" I asked, shocked.

She rolled her eyes. "Oh, you don't have to do anything with them right now, or ever. I'm just saying, we trust you and her to make the right decision."

I winced, and rubbed the back of my neck. "Yeah, thanks for the thought, but Ah'm still tryin' to convince mahself to go through with it in a year. Ain't no way Ah can do it now."

I'm guessing that by now, you can figure out what we were talking about. Scootaloo wasn't very good at hiding her crush. It didn't take me, or anyone else, long to realize why she was trying to spend so much time around me.

The problem was twofold. First, I was still weird about dating someone else. With Fluttershy, she's just so amazing that I can't bring myself to care. With Scootaloo, well, she's amazing, too, so I was sure I could get over that. It was the second reason that was making it difficult. Three guesses what that was.

Sure, I understood that ponies develop faster than humans. The Crusaders showed me that every day. They were only twelve (thirteen, for the birthday girl) but they were already more mature than many adults I knew back on Earth.

Still, it wasn't something I could just decide to overlook. It didn't help that her being so much smaller than me just drove her age home.

"We figured as much," Holiday said. "We just thought we would let you know so that things can happen naturally. We aren't telling you to make it official right now-"

"Though don't let that stop you," Lofty interjected.

Her wife glared at her as she continued. "- We're just asking that you do what you feel is right when you feel it's time."

I sighed. "Ah'll try. Ah can at least promise it won't happen before then."

"In the meantime, why don't we start some of the games," Holiday said. "Before the kids get restless."

Scootaloo couldn't stop smiling, even as they worked to clean up after the other foals went home.

"Someone had a good time," Sweetie said.

Scootaloo shrugged. "A day of my best friends, presents, and a whole table of my favorite foods, why wouldn't I be? Oh, and the fact that I'm not going to die of mana rot. That's nice, too."

"Are you sure it ain't a certain someone that put that smile on your face?" Applebloom teased.

Scootaloo blushed. "What about you? Why haven't you asked Midnight out?"

"Ah didn't want to take away from your birthday," Applebloom said with a pout.

"Well, the party's over, and he's right over there," Sweetie pointed out.

"I-it's still your birthday!" Applebloom excused.

"Well, as the birthday girl, I want you to ask him out," Scootaloo demanded.

"Hey, Midnight," Sweetie called. "Applebloom wants to talk to you!"

"Sweetie Belle!" Applebloom growled.

"Just ask him," Sweetie said, rolling her eyes at Applebloom's threatening glare.

"What's up?" Midnight asked as he approached.

Sweetie hip bumped Applebloom forward, nearly right into Midnight's face.

"Uh… hi," Applebloom said, awkwardly.

"Hi," Midnight replied.

"Uh… l-lovely weather, huh?" Applebloom stammered.

Midnight scrunched his brow in confusion, glancing up, before his eyes widened. "Oh… I see. Uh, yeah. I'd love to."

"Wait what?" Applebloom, Sweetie, and Scootaloo said.

"Dad said when a girl acts all weird, and says random, mundane things, like about the weather, even though you talk to them all the time, she's trying to ask you out," Midnight explained. "And… well… I'd like that, too. Would Sunday work? Mom has company coming over, and wants me out of the house anyway."

"Y-yeah," Applebloom said, absentmindedly. "Sunday."

"A-alright… I'll see you then," Midnight said before running off with a pep in his step.

"Wait… who asked who?" Sweetie asked.

"I got no idea," Scootaloo replied.

"Then, who won the bet?"

"I got it," Jynx said when a knock came from the door.

It was just us at the moment. Midnight was out on his first date/school report and Razor was with Fluttershy. That left just me, Jynx, and… this guy.

"Birch!" Jynx said with a smile. "Come on in."

This guy was a problem for me. Not because he did something wrong, or because he was a bad guy, but because he represented a social hurdle for me.

"Shiro, this is Professor Birch Seed," Jynx introduced. "Birch, this is my husband, Shirotora."

"Call me Shiro," I said, reaching out a paw.

"Birch," he replied, taking my paw, albeit nervously.

"Why don't we sit down?" Jynx offered.

I struggled to keep from glaring at the guy. He seemed like a good pony, so far, and Jynx wouldn't have invited him otherwise.

Still, he was everything my human mind rebelled against, what it wanted to hurt.

Jynx's new boyfriend.

Okay, so they weren't actually dating, yet. That was what this visit was for. It was to introduce the prospective boyfriend to the husband in order to get his okay.

With Twilight and Fluttershy, we both knew them so there was no need. I liked Twilight and think she and Jynx are great together, and Jynx felt the same about Shy and I. This guy, though, I had never met.

Of course, even if it were Big Mac, or Carrot Cake, I would have probably been feeling the same way I was. It wasn't just that I didn't know him, it was another old social norm of Earth that didn't really apply here. It was that another male was trying to move in on my female.

Okay, if it was Big Mac, I probably wouldn't have minded, but let's face it, he's like the George Clooney of ponies in that there's nothing gay about a man saying, "damn, he's sexy".

If you came home early and found your wife having an affair with Big Mac, you wouldn't even be mad. You'd just say, "that makes sense". And carry on with your day.

This guy, though, was no Big Mac, so I was going to run him through the ringer if he wanted my approval.

He was an attractive stallion, if my judgment was any good. He fit his namesake with a birch-bark-gray coat and leaf-green mane, cut short and slightly mussed. He wasn't particularly muscular, but clearly put an effort into his physique.

He was also a bit older, I guessed in his thirties. That and the fashionable square rimmed glasses gave him an 'friendly approachable teacher' look.

"So, it's nice to finally meet you, Shiro," Birch said. "Jynx has told all of us at the university a lot about you."

"All good, Ah hope," I said with a warm smile.

"Oh, heavens no. She complains non stop about you," he said with a smirk.

Okay, maybe this guy wasn't so bad.

"I kid, of course," Birch said. "Yes, the vast majority is good. I hated it."

"Oh?" I cocked an eyebrow.

"Every good thing she said just cemented the fact that I had lost my chance to be her husband," he said. "I was honestly surprised when she said you agreed to meet with me. Few terrans would be willing to give a stallion a chance."

"Ah'm not gonna lie, part of me wants to snatch you up by the throat and tell you to stay away from mah wife," I said, pausing a bit to let that soak in. "But, Ah'm tryin' mah best to adapt. This isn't Earth, it's Equestria. Things are done differently here, and they even make sense. Ah actually like how Equestria does things, but twenty five years of livin' a certain way ain't easily forgotten."

Birch nodded in understanding. "Yes, my grandfather went through the same thing. Though, it took him nearly a decade to get where you are."

"Ah was already kinda open minded," I said with a shrug. "At least, Ah like to think Ah was. So, what exactly do you do at CU?"

"I teach reagentology and botany," he replied.

"Reagentology?" I inquired.

"The study of the magical properties of reagents and their interactions with each other and other magics," he explained.

"He actually helped with a few issues with my engine," Jynx added.

"Well, then, thank you for helpin' make mah motorcycle possible," I said.

"Why don't you boys talk a bit more while I go check on dinner," Jynx said before getting up and heading to the kitchen.

As soon as she was gone, I turned back to Birch and said, "Ah'm sure you can guess, but if you hurt her in any way…"

To my surprise, Birch laughed. "Oh, please. We both know if that happened there wouldn't be enough of me left for you to do a damn thing to after Jynx gets through with me."

I had a feeling this guy was going to be getting my blessing by the end of the night.

"Okay, so, these lil guys aren't really harmful, but they eat things that can be helpful, so we still try to get rid of 'em," Applebloom explained as she pulled a little bug off a tree.

They were doing a report about the ecology of orchards, and how they have become a kind of pony-made sub-biome.

“What do you mean, ‘get rid of’?” Midnight asked.

“Oh, we don’t kill ‘em. We try to move them to the forest,” Applebloom assured.

“Ah, okay,” Midnight said, taking notes. "So, what's wrong with the tree?"

Applebloom looked at him in confusion. "What do you mean? Ain't nothin' wrong with it."

Midnight got closer, studying it closely. "Are you sure?"

He lifted a hoof and scratched at the bark. A chunk broke off, revealing a little hole, about half an inch wide surrounded by purple veins.

"Oh, shit!" Applebloom cursed and ran off toward the farmhouse, calling out, "stay there!" as she did.

Soon after, she returned with Applejack in tow.

Applejack examined the hole and sighed. "Eeyup. That's a void worm, alright. How'd you spot it?"

"I don't know," Midnight said. "Something just seemed off about it."

Applejack gave him a curious look and hummed in thought. "You got good instincts. Ah know you're a bit young, still, but if you ever want a job, I can ask your pa. So long as you two don't distract each other."

"We haven't even taken one makeout break," Applebloom said, proudly.

She and Applejack chuckled as AJ pulled a rune covered jar out of her saddlebag along with a crystal.

"Midnight, you wanna do the honors?" Applejack asked, holding the objects out to him.

"Okay," he replied as he took them. "What do I do?"

"First, you place the jar up to the hole," Applejack explained and waited for him to do so. "Then, real quick like, you tap the gem to the base of the jar and as soon as the worm is sucked out, slap the lid on."

"All right." Midnight took a breath. "Applebloom, can you get the lid?"

"Yeah," she replied, grabbing the lid.

Midnight counted down, "Three… two… one… Now!"

Midnight tapped the jar and, with a squelch, a fat little worm was sucked out of the tree and into the jar. He quickly pulled the jar away and held it to Applebloom who immediately plugged it with the lid.

"Nice job," Applejack said.

Midnight looked at the little thing. It was only around four or five inches long and half an inch thick. He tried to discern the color, but it was hard to even look at. He thought it might have been a dull violet, or maybe a dark red.

"What is it? It's giving me a headache," he said.

"That there's a void worm," Applejack explained. "Some good for nothin' wannabe 'void biologist' figured he'd conjure up some void critters to study. However, he was usin' a cage for somethin' no smaller than a cat. Unfortunately for him and every orchard in the world, he summoned these little buggers. Well, the grown up version, anyway."

"So, when you say void worm, you mean they came from the void?" Midnight asked, rhetorically. "No wonder it's hard to look at. Dad said void demons normally have a form our brains can't fully comprehend, so demonology spells give them a form that we can."

"That's right," Applejack said. "That 'void biologist' wanted to study their natural form, though."

Applebloom added, "Ah heard they used to be worse lookin' but after so long they're closer to somethin' natural."

"Don't know about that," Applejack said. "But what they are now is a pain in the tail. Dang things are harder than sin to get rid of. You saved us a good dozen trees, Midnight."

Midnight couldn't help feeling a touch of pride from that.

Applejack took the jar and put it back in her saddlebag. "You almost done with your report? It's gettin' kinda late."

"Oh, yeah, Ah think we got enough," Applebloom said before turning to Midnight, a slight blush on her face. "So… um… d-do you, maybe, wanna stay the night?"

Midnight blushed, as well. "Yeah, I would like that."

Midnight and Applebloom followed Applejack back to the farmhouse.

As they neared, Applejack slowed down. "Bloom, why don't you go ahead. Ah wanna talk to Midnight for a bit."

"You better not be mean to him," Applebloom warned.

"Ah won't," AJ assured. "Ah just want to make sure he understands a few things."

Applebloom groaned. "Sorry, Midnight."

"It's okay. I was kind of expecting something like this," he said with a warm smile.

When Applebloom disappeared into the house, Applejack walked over to their porch bench and sat down, inviting Midnight to join her.

"Ah ain't gonna beat around the bush, Midnight. Ah like you. You're a good, honest, hard workin' young stallion. Mah little sis couldn't've chosen a better fella to be her first," Applejack began. "That said, she's still mah little sister, and that means Ah'm a tad protective of her. All Ah want is your assurance that you'll take things slow and look out for her."

"I will," Midnight assured.

"Alright," Applejack said, getting back to her hooves. "Also, keep in mind that even though your pa gave the okay, he still ain't exactly comfortable with it, so try to keep that in mind around him."

"I will," Midnight said, giving Applejack a quick hug before running inside.

"She wasn't too bad to you, was she?" Applebloom asked as he walked into her room.

"No, she was actually really cool," Midnight said as he made his way to the bed. "She just wanted to make sure we take it slow. Oh, and that we don't mention this to dad."

Applebloom giggled. "Yeah, he was rather insistent that we let him pretend we ain't doin' it."

As he climbed beside Applebloom, he asked, "So, how should we start?"

"Well, we only had a chance to make out twice..." Applebloom suggested. "Oh, wait!"

Applebloom jumped off the bed and ran to the door. She pressed a hoof to a decorative, gem studded apple and said, "Not a sound." The gems responded by flickering and emitting a faint shimmer across the door and walls.

"Soundproofin' charm," she explained before leaping back onto the bed and right on top of Midnight, knocking the wind out of him. "Now, where were we?"

Applebloom leaned down and captured Midnight's lips with her own. They weren't very experienced, and no tongues were used, but it was more than enough for the two young lovers.

Midnight jumped when he felt a hoof brush his sheath.

Applebloom pulled away. "Was that too rough?"

"N-no, I just wasn't expecting it," Midnight answered.

Applebloom snickered. "Really? We're gettin' ready to have sex and you weren't expecting me to touch your pecker?" She gave him her best 'sexy look' as she started brushing his sheath again.

Midnight blushed in embarrassment. "I mean, when you put it like that, of course it sounds dumb."

"That's 'cause it kinda is," Applebloom stated.

Midnight wanted to protest, but found it difficult with his girlfriend stroking his quickly emerging dick.

"Y-you're pretty good at this," Midnight stated. "Have you you…"

Applebloom shook her head as she continued to stroke him off. "Nah, but I asked Miss Rarity for some tips. She said to practice with bananas. She said that since they're so soft, you'll know if you make a mistake.

"'Course, that ain't all it helps with," she said as she started shuffling down.

"Wh-what? Wait, are you gonna…" Midnight stammered as he watched her lower herself until her snout was right by his shaft. His eyes widened as he realized what she was about to do.

His heart was pounding like a hummingbird's as he watched her tongue extend. A shock shot through him as she licked him across the entire length.

Applebloom opened her mouth and wrapped her lips around his tip just in time for his inexperience to show. He grunted as he exploded into her mouth.

She struggled to take it all. Feeling his splooge shooting down her throat made her want to gag. She fought it back as much as she could, but after three spurts, she had to pull away, taking the last two to the face.

"Oh, my gosh, I'm so sorry!" Midnight said, panicked. "I didn't mean to, I swear!"

Applebloom giggled as she leaned over the side of the bed and retrieved a towel to wipe her face. "That's alright. Miss Rarity said you'd probably pop real quick. She said it's best to 'get the first one out of the way'. That way, you aren't as 'pent up'."

"Oh…" Midnight said, still panting slightly. "So… does that mean I should… uh... pop you, too?"

Applebloom thought for a moment. "She didn't say anythin' about that. Then again, she only ever told me what Ah should do."

"Well, it's only fair that if you do it, I should too, right?" Midnight reasoned. "Switch places with me."

Midnight sat up and Applebloom took his place laying back on the pillow. Midnight laid down between her legs, getting a good look at her for the first time.

"Now, I only ever read about this, so… sorry in advance if I'm bad at it," Midnight said before swallowing nervously.

He tried to run through what he read.

Start with the labia, licking gently up and down. Avoid the clitoris until it emerges on its own, otherwise it could be uncomfortable or even painful for the mare.

As she becomes more aroused, as noted by an increase in moisture, move inward with delicate but firm motions.

As he followed the guides, could tell he was doing something right, as Applebloom leaned back, moaning softly. He was doing it! He was actually making a filly moan. He thought it would be harder or that he would have messed something up at first, but he was doing it.

Reading for the win!

"Oh, mah gosh," Applebloom moaned. "You're actually not bad. Heck, you'd give Scootaloo a run for her money."

Midnight looked up at her, surprised. "Really? But It's my first time."

"And you're way better than she was her first time," Applebloom said.

Midnight felt pride swell up inside him. He never thought a colt even could be better than a filly without a ton of practice. They knew what felt good and what didn't because they actually had a vagina, after all.

"So, you want me to make you cum like this?" Midnight asked.

"Nah, it ain't that easy to make a marr cum with your tongue. Scoots hasn't made me or Sweetie cum, yet," Applebloom said, much to Midnight's surprise. "Besides, ah kinda wanna get to the good part."

Midnight gulped. This was it. The point that they became real, actual lovers.

"S-so… how do you… I mean, do you want me… on top, or…" Midnight stammered.

Applebloom considered for a moment. It was easier for a colt to hurt a filly than a filly to hurt a colt, but Midnight was so sweet and gentle she doubted he would. She, on the other hoof, had a tendency to get a bit… over excited.

"Why don't you take the lead?" Applebloom suggested. "Do you… want me like this, or… ya'know… pony style?"

"The book I read said that pony style is more comfortable for a pony's first time or if they're nervous," Midnight said.

Applebloom giggled. "Ah think both those apply to us. Gimme a sec."

Applebloom grabbed a thick, cylindrical pillow from her pillow pile. The common name was a 'cuddle pillow', but the technical term was a 'mounting cushion'. It's purpose… well, its name said it all, though some ponies had them just to cuddle with. Midnight wasn't sure which reason she had one, but he could guess which it was going to be used for.

She tucked the pillow between her forelegs and laid her barrel on it while keeping her hindlegs straight. She looked back at him, over her shoulder and said, "Ah-Ah'm ready," and shifted her tail aside.

Midnight took several deep breaths to steel his nerves and reared up onto her back. He shifted forward until his barrel was draped across her back and his hooves were resting on her withers.

They both let out a tiny gasp as his tip touched her opening. Then, Midnight moved forward again. It was just a bit, but it was enough for the final threshold to be broken and his first inch to sink inside her.

From that moment, it was like Midnight was running on autopilot. He gently glided forward, sliping the rest of his shaft into her depths before slowly starting to rock his hips.

Applebloom let out a moan as she was filled like never before. Sure, she and the girls experimented with toys, but they intentionally used toys much smaller than what they would likely experience with the real deal. That way, their first times would still be amazing, and boy was she glad they did.

Midnight was at least twice as big as their biggest toy. He reached far deeper than she even realized she went. The result was a pleasure like no other as he hit spots she didn't know existed.

As for Midnight, it was like nothing he had ever experienced. She was so soft and warm and… gooey? He couldn't think of a better word. It was wet and warm but not slimy. She flexed and pulsed around him, drawing him deeper and deeper.

He rested his chin in the crook of ther neck and reached one hoof around her barrel to get a better grip before picking up the pace.

Applebloom buried her face into her pillow, trying to muffle her voice. She just couldn't help it. Midnight's penis plunging in and out, in and out, it was too much. She couldn't help the tightening in her belly.

"Ah, ah, ah… don't stop! Ah'm almost… almost…" she tried to speak.

Midnight understood, though, as he felt the same. He continued thrusting into her, steadily, as he felt the tingle in his balls. His other hoof shot around her, pulling her in tight as he gave one last shuddering thrust as he poured his essence inside her, filling her womb.

Applebloom let out a loud cry as she felt her pussy grab hold of her boyfriend as he pressed himself as far into her as he could. The feeling of her orgasm alongside the warmth pouring out deep inside her blew anything she'd done with the girls out of the water.

Midnight carefully extracted his softening member, as it was still quite sensitive, and climbed off Applebloom's back, laying at her side.

Aplebloom just let her rump collapse and rolled over so Midnight could spoon her. "That… was… amazin'."

"Yeah," Midnight said, wrapping his hooves around his girlfriend.

"As soon... as we catch... our breath... we're doin' that... again," Applebloom said.

"Mmhmm," Midnight replied.

Right after… a quick rest…"

They were both out moments later.

Author's Note

I'm going to be exploring other characters a little more often, so expect more bits like in this where the story goes 3rd person for a bit.

I'm broke. Gimme money. https://www.patreon.com/Shirotora

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