# Confronting Sweetie’s Fears

Apple Bloom could hardly stand the wait, that entire afternoon period. She’d been the brunt of one of Diamond’s worst jokes, and she didn’t even know just what to do about it. She couldn’t force Liza to come clean about it, and every filly Apple Bloom had done it with, they still looked at Apple Bloom like she wasn’t worth the dirt she stood on. She couldn’t go after Diamond; that’d just confirm in everyone’s eyes that she was guilty. It was a dirty lie, so all Apple Bloom had do is wait for it to blow over, but that meant she had to wait for it to blow over. All she could do was try to pay attention to the lesson, and just hope she can get out of here soon as possible.

Paying attention wasn’t so easy either, because her boy thing was gettin into her head. Apple Bloom had always put it in a filly in first break, the past couple of days, and she was starting to get used to that. But that made waiting until second break even harder, especially with the knowledge of what she was going to do with Sweetie just rattling around in her head. Especially because it was Sweetie Belle, whom Apple Bloom sorely wanted to make up with.

The lack of any filly presenting their butts in her direction didn’t seem to help make her want it any less either. Her entire crotch was just sensitive and tingly on its own. It was like years back, when she was a little...er filly, and stuck on a long carriage ride, and just wanted to bust out of there, and run and run and don’t stop until—until her hooves hurt, and her chest was heaving. Just a sort of antsy feeling, like you wanted to get up and move, and put it in a filly, but more physical than simply looking forward to it. It was hard to ignore how every time Apple Bloom thought about it, she’d start to sort of slide out down there, and would have to stare forward fixedly at the chalkboard diagrams, until it got bored enough to go back in again.

Sneaking glances at Sweetie Belle was weirdly thrilling. Just seeing that unicorn sitting there at her desk writing away, the sunlight gleaming on her soft plush hide... it had been so soft, against Apple Bloom’s legs and chest. It was enough to make Apple Bloom’s heart swell with joy. Apple Bloom knew her friend in a way she’d never been able to know Sweetie Belle before. And that was just Sweetie Belle’s outside. When Apple Bloom imagined, no remembered what Sweetie felt like inside that soft white exterior, she just felt like she was gonna burst. Ponies didn’t know that Sweetie Belle had such a beautiful thing inside her. When they saw her, they saw a little pony. But Apple Bloom knew what she had in her hips, and what it felt like, and it made Sweetie Belle seem like so much more.

Apple Bloom was extra focused on Sweetie Belle because of the anticipation. She loved being inside Scootaloo, and Dinky had been incredible, and Archer and Liza and... well Aura had been all meatily satisfying, and physical. But the inside of none of those ponies were where Apple Bloom was planning on being, right this afternoon. Just Sweetie Belle’s insides. All Apple Bloom had to do was wait this one more period, and put her plan in place, and then she’d be inside that unicorn, all wrapped around her and filling her up with boy stuff. The simple fact that Apple Bloom could do it, even as her dick thumped disconcertingly against the bottom of her desk, was enough to make her want to do it badly. It’d feel so good and she just had to make sure a few things fell into place.

Really, that’s one reason why Apple Bloom didn’t argue too much when Scootaloo remained insistent that they do the intervention this afternoon this afternoon. It might not have been the best timing, and it might have been smarter to wait, or to do some other filly, but some other filly wasn’t Sweetie Belle, and Apple Bloom just really wanted her right now. It was almost painful, the hope in her chest that she could patch up her friendship and then some, help Sweetie feel better and stop all this terrible fear, and Sweetie’d be all wrapped around her cock all aglow in delirious pleasure and gratitude...

“Apple Bloom,” Cheerilee announced right next to her, “While it’s true Sweetie Belle is a dear friend of yours, perhaps you should be taking notes on the lesson instead?”

Apple Bloom looked dumbly down at her notebook which had an idly drawn picture of the unicorn’s head, wearing a bright smile. She even got the eyes close to right. Sweetie Belle wasn’t smiling anymore, not since estrus kicked in, not since that one night with Apple Bloom. Apple Bloom wanted to see that smile again for real. But uh...

“S-sorry Miss Cheerilee I’ll pay closer attention,” Apple Bloom said blushing and rubbing the back of her head embarassedly. At least it had only been Sweetie Belle’s face she’d drawn.

“Participation would be... nice too,” Cheerilee stated, walking back to the front of the class where she could get a good look at everyone, and probably had a good angle to see under Apple Bloom’s desk too. That made Apple Bloom squirm even more, trying to reign in her unruly member from making too much of a scene. “We are covering the medicinal properties of Everfree plantlife after all, something you could ...share with the rest of us, given your experience in that... place.”

“Huh?” Apple Bloom looked at the chalkboard, “Oh hey that’s Calymantia!”

“That’s right!” agreed Cheerilee, then addressing the class at large, “Now as I was saying, the Calymantia shrub bears leaves with astringent and absorbant properties...”

Apple Bloom paid heed to the lesson as best as she could.

After the lesson, Cheerilee said “Apple Bloom, please stay after class,” while the rest of the class scampered out to second break. The teacher watched her the whole time. Apple Bloom had no choice but to stay in her seat. When the classroom emptied out, Cheerilee spoke up again, saying,

“I know you were just trying to help your friend, Apple Bloom. Oh don’t look so surprised, her mother sent in a scroll apologizing for Liza’s behavior. She mentioned you by name, you know.”

Cheerilee’s gentle smile fell a little bit as she stated, “That being said, you were specifically instructed not to leave your chaperone, and you attempted to lie to get out of trouble for doing it.”

She walked up to Apple Bloom, with a glimmer of fire in her eyes, “I’m afraid I’m going to have to keep you in this entire break, Apple Bloom. That was a very naughty thing you’ve done, and you must be... punished for it.” her voice had dropped to a husky whisper as she said, “I need you to make me ...feel confident of your devotion to your ...education. I realize this is... highly unorthodox but‒”

Cheerilee paused... and tilted her head. “Apple Bloom?” she asked, reaching a hoof out to nudge Apple Bloom’s shoulder. A moment of shock crossed Cheerilee’s face, before it scrunched up in disgust.

“You have got to be bucking kidding me.”

Apple Bloom was running for her life and she loved it. She left the school yard and the town behind and gallopped full tilt through the beautiful apple orchards, trees whizzing by her as the greenery sparkled and danced overhead. She was in so much trouble, but it’d all be worth it if she and Scootaloo’s plan worked. She might have seen her sister Applejack distantly, but she didn’t dare call out to her, because Apple Bloom was on an important mission. She could deal with her sister, and her big brother, and Granny after school let out. But for now, Apple Bloom was all for Sweetie Belle, and if anypony had a problem with that well, they could just wait until she was done. Ain’t nothing more important than friendship. Even her sister knew that! School and obedience, and all that, didn’t really jive well with Apple Bloom, though Scootaloo was worse if that was possible. They were all good ponies at heart though, and Apple Bloom knew it would work out alright in the end. She hoped it would work out alright in the end.

The boisterous confidence that filled Apple Bloom during her flight from the wiles of the school system started to drain away as she got to the clubhouse, and had to stop pumping her hooves, and just... wait. It was all up to Scootaloo now. Apple Bloom hoped Scoots could convince Sweetie Belle to at least come over. She wondered if she was doing the right thing in forcing this on Sweetie. What choice did she have though? When your friend is beyond all reason, sometimes you have to set them right, or at least make them understand what the right thing is to do. Apple Bloom paled at the thought of Sweetie screaming at her or running off in a rage, or anything that Sweetie was scared of, but Apple Bloom knew she was wrong to be scared of that. She trusted Sweetie not to do something like that.

Apple Bloom’s trust in Sweetie Belle really made her feel closer to the unicorn, than the other fillies. When the three of them had got together to find their cutie marks, Apple Bloom found a few kindred spirits, in a confusing world that everypony else seemed to fit in with just fine. They had been friends together for so long, that Apple Bloom felt like she really understood Sweetie, and that Sweetie really understood her.

There wasn’t any worry that she was gonna do it wrong, or that Sweetie might get offended, or make trouble. It wasn’t like with those strange fillies that she barely knew. Sweetie Belle and Scootaloo were... special. The three had a fondness and familiarity for each other that others couldn’t match; they’d already made their mistakes, and worked out the kinks in between them. It was a relaxing feeling that drove Apple Bloom’s anxiety far away. She knew Sweetie Belle, like, really knew her. It made what they were going to do more special somehow. Apple Bloom almost felt guilty how lucky she was, for having such great friends as those two.

So, she settled down on the clubhouse floor, and waited. It wasn’t long before her trust was justified, when the harsh buzz of Scootaloo’s strange use of her wings became audible in the distance. Coming up to the clubhouse, with a wagon bumping along behind her scooter, it sounded like. A wagon, hopefully carrying a unicorn that Apple Bloom would have wanted to see, even more than the celestial princesses themselves. And then, there she was, Sweetie Belle trotting into the clubhouse confidently, at least confidently until she saw ...her.

Sweetie squeaked and backpedalled as soon as she saw Apple Bloom, running right into Scootaloo who was coming up behind her.

“Oh no you don’t,” Scootaloo said blocking her way. Sweetie fought to get past with all the desperate strength of a hooffull of baby ducklings, but Scootaloo just wouldn’t budge.

“Now hold on Sweetie,” Apple Bloom said admonishingly, “You and me gotta have a long, hard talk.”

“Without any flashbacks?” Pinkie Pie asked.

“Not a one,” Apple Bloom asserted, then blinked and said, “Wait, what?”

“Can’t sorry, real busy,” Sweetie said hastily, “Maybe tomorrow? Or maybe next week?”

“Nope, right now,” Apple bloom insisted.

“You mean, right now, right now?” Sweetie said scrabbling on the floor weakly as Scootaloo pushed her sliding further into the clubhouse. “Or maybe, when you’re a filly again?”

“Ok firstly mah sister got back this morning,” Apple Bloom stated flatly, “And she said that Discord won’t be around for a while. And if she says his business with the princesses is important, then it’s gotta be real important.”

“Oh no,” Sweetie groaned, more for herself than for Apple Bloom, looking back at Scootaloo, who went to guard the door again.

“Secondly,” Apple Bloom went on drawing Sweetie’s attention again. “This isn’t about me. You have a problem, Sweetie Belle, and it won’t just go away if I become a filly again.”

“This is an intervention!” Scootaloo piped up.

“I can help you right now,” Apple Bloom continued, “And I promise that I can do it a lot better when I’m a colt, than if I’m a filly again.”

“I don’t want to...” Sweetie whimpered.

“It’ll be okay, Sweetie,” Scootaloo consoled the unicorn, who was jamming her butt into the pegasus’s chest trying to scoot back as much as possible.

“No it won’t!” Sweetie Belle fussed insistently. “You’re a colt Apple Bloom! Don’t you know what that will do to me? I don’t want to hurt you, Apple Bloom. I don’t want to hurt Scootaloo either. I don’t want to be that way...”

“I know you might think you have it all figured out,” Apple Bloom asserted, “But we’re your friends, Sweetie Belle! We can see things from a different perspective, stuff you might not pick up on. So just, please, hear me out. Just give me a chance, and if you don’t like the sounds of it, then we’ll stop bothering you any more, and I’ll leave you alone until I’m a filly again.”

“I... I don’t...” Sweetie vacillated trying to find a way to say no but feeling wrong about saying it. She wanted help. She wanted help so bad!

“Please?” Apple Bloom asked, giving Sweetie a soulful look. Sweetie seemed struck speechless when she caught Apple Bloom’s gaze, mouthing a bit before finally saying very quietly,

“I guess so... i-if you promise that you won’t let me... hurt you”

Scootaloo visibly relaxed as Sweetie finally gave in.

“Cross my heart and hope to uh,” Apple Bloom glanced at Scootaloo uncertainly, and said, “I promise,” instead.

“Please,” Sweetie said looking down at the ground, “If– if you can help me I would– I don’t even know I thought there was no way to help ...me.”

“You have a problem, Sweetie Belle,” Apple Bloom stated, “One big giant problem, and you know what that problem is?”

“That stallions make me–”

“Your problem is that you think you have a problem,” Apple Bloom cut in. “You don’t have a problem with stallions, or a problem with estrus, you just have some mixed up notions, and me and Scootaloo can prove it.”

“I don’t have a problem with stallions?” Sweetie said in a critical shrill.

“Just, hear me out alright?”

“Ok...” Sweetie said in a subdued tone.

“Now I don’t mean to badmouth your sister,” Apple Bloom started out, “She’s the best sister you could ever possibly have. But doesn’t Rarity just freak out over every little thing?”

“Well...” Sweetie said reluctantly.

“How about when you had muddy hooves? Or that one time you made her a nice card. Think, Sweetie Belle. You know Rarity lots better than I do.”

“Sometimes she loses her short ribbons,” Sweetie said uncertaintly, “And... she says it’s the ‘worst possible thing’ and then she finds it just lying on the floor. A-and remember that one time when my hair fell out?”

Apple Bloom laughed, “Yeah I bet you could have heard her all the way from Fillydelphia.”

“Well Ok, so...” Sweetie toed the floor indecisively.

“So maybe,” Apple Bloom said, looking at Sweetie openly and honestly, “Maybe Rarity is just... freaking out about stallions too.”

“It’s more than just freaking out,” Sweetie grumbled glumly, still not making eye contact.

Apple Bloom frowned. “But still,” she said, “I mean, think of yourself. You don’t freak out over muddy hooves, or missing fabric, or the... the hair thing was kind of extreme, but still, you were fine when you knew it would grow back, right? Honestly, Sweetie Belle, you’re pretty darn level headed.”

Sweetie nodded, saying “I think anypony could be more level headed than Rarity.”

Apple Bloom paused, as that was the closest Sweetie Belle had ever come to insulting her sister. But she went on anyway. “So, I think that you don’t have whatever Rarity has, that’s makin her freak out over stallions, and being all mean.”

“But I do,” Sweetie exclaimed sorrowfully, “I yelled at her, and told her I hated her, and it was just my body making me do it, because I was next to you, because you’re a stallion!”

“So, Rarity gets mean by being around stallions,” Scootaloo cut in as they’d gone over beforehand, “And that’s the same thing as being mean when someone takes you away from your stallion?”

“She has a point,” Apple Bloom backed her up, “You are in estrus, and that’s something every filly and mare feels. You know what ah was doing, when I went and made my heat so bad? I was yellin and cursing up a storm, telling everything how much I hated it. I didn’t mean it, I just felt so bad! If some cute boy was talking to me back then, and I knew he could cure my estrus, and my sister tried to just drag me away from him?”

Apple Bloom hefted her hoof demonstratively, saying “Well I can tell you that at least one of us would come away with a black eye.”

“So... every filly gets angry when they can’t be with colts?” Sweetie Belle asked.

“When someone’s draggin’ them away, yeah, and when their loins are on fire from needing a colt. Makes you say some stupid things you don’t mean, and you regret later. But it’s not really your problem, it’s just... you need a colt, you know?”

Sweetie Belle bit her lip and looked aside. Apple Bloom smiled and chose that moment to tell her, “You know, I saw you drinkin Moon tea earlier this morning.”

“Um... yeah I... um...” Sweetie shifted uncomfortably saying, “I don’t think estrus can come back, can it? But I... yeah I was... feeling really hot, and... wanting you again.”

“I still think you should just up and ask Button,” Apple Bloom suggested, “I know he’s got a thing for games, more than fillies but, he probably doesn’t know about the trick. I didn’t figure out how to make boy stuff until a filly showed me how to do it.” She cast a fond glance at Scootaloo, who just blushed and stood up more straightly. “But I can tell you it feels so good to do it, for a boy, that if you went and showed Button, then there’s no way in hay he’d turn you down. He won’t even be able to keep his eyes on that game if you, you know, start playin with his dick.”

“I guess so,” Sweetie acknowledged, “But it’s... I mean he makes me feel all fluttery when I try to talk to him. I’m afraid that I’m going to–”

“Get all mean and freak out like Rarity?”

“...yeah...”

“That’s just what we’re gonna disprove!” Scootaloo announced behind her, “Right here, right now.”

“What do you mean?” Sweetie said looking at Scootaloo uneasily.

“Well, think about it Sweetie. You been talking here with me for a good while, and I’m a colt right now,” said Apple Bloom. “So, what do you feel right now?”

Sweetie looked toward the ceiling in contemplation, shifting around as she inwardly felt herself out. “I’m feeling... scared and... and hot in my... place, and wanting you to be in there again.”

“Well, that’s natural, but, take a good look at Scootaloo.”

“Okay?” Sweetie Belle did, facing the sassy looking pegasus.

“You wanna yell at her? Tell her to get out? Make her go away?”

“What?! No!” Sweetie squeaked, “No I... don’t,” she realized.

Sweetie Belle stood up and walked over to Scootaloo, not trying to escape this time but just approaching the pegasus. Sweetie had her head low, like she was scared of approaching, but Sweetie still did approach, and she put one hoof up on Scootaloo’s shoulder, just testing the waters. Scoots was gonna say something, but then Sweetie Belle just swept her up into a full hug, cheering, “Oh, thank you so much! I... I’m not angry! And I want to be with you! And you’re my friend and” she trailed off into nickers while Scootaloo struggled in place.

“Ack, Sweetie this is, lemme, gah, this is so not cool.” Scootaloo crossed her arms and sat there disconcertedly in the end, unable, or unwilling, to pull herself loose from the unicorn filly. Sweetie let her go eventually, and Apple Bloom stood at a safe distance, waiting for her to get done. When she did, Apple Bloom spoke up,

“So what Scootaloo thought up is,”

“Hey, don’t go blaming this on me!” Scootaloo shot at her hotly.

“I’m not blaming you,” Apple Bloom whined, “Ah’m givin you credit you deserve!”

“Well, okay as long as you aren’t blaming me.” Scootaloo said less than securely, crossing her hooves again and looking away.

“Anyway,” Apple Bloom went on talking to Sweetie Belle, “What ah’m gonna do is, I’m gonna do the most colty boy thing with you that I know. I’m gonna put my boy goo in you, and try to get it to take this time. And Scootaloo is going to be right there with you the whole time, while I do it.”

“What?!” Sweetie Belle exclaimed, “But what about Discord!” Oh... right, that. Sweetie Belle clutched Scootaloo fearfully now, saying “If you put it in me then it’ll make me sick!”

“Sweetie” Scootaloo protested, pushing her hooves against the grabby pony.

“Help Scootaloo I think she’s enchanted! She might do it to both of us!”

“Sweetie...” Apple Bloom said disgruntledly.

“Maybe Apple Bloom’s stuff will do it to us and then we’ll have to do it to colts and they’ll have to and then we’ll all be Discord zombies!” shrieked the unicorn dramatically.

“Sweetie!” Scootaloo shouted right at Sweetie’s face, making the unicorn shut right up, and stare at her fearfully. Scootaloo just looked at Apple Bloom pleadingly.

“Who do you think started the rumor that I made fillies sick?” Apple Bloom asked Sweetie sourly.

“Miss...Cheerilee...?”

“It was Diamond Tiara,” Scootaloo said bitterly. Sweetie Belle gasped at that.

“We went to check on Liza,” Apple Bloom said, “You know, to apologize for doin’ that to her? And it turns out, she wasn’t sick at all, just being bullied by Diamond.”

Sweetie’s face was unreadable as she said, “So... Liza isn’t sick?”

“Nope,” Apple Bloom confirmed, “My boy stuff didn’t do nothing to her, besides make her feel lots better.”

“Heh heh that was kind of adorable actually,” Scootaloo mentioned. With Sweetie no longer clinging to her, Scootaloo just threw herself on her back and waved her hooves dramatically going “He iiiiiiiiis!”

Sweetie Belle looked between them, not comprehending the joke, and Apple Bloom was glad for that because it was embarassing, but the wheels in Sweetie Belle’s brain were turning, and she said, “So... you mean... I can have your boy stuff, and... and it’ll be okay?”

“Better than okay!” Scootaloo attested.

“But what about Rarity’s–” Sweetie started again.

“I’m gonna fix your estrus, just the way the stallions are doing for Rarity,” Apple Bloom interjected seriously, making sure Sweetie was watching her and paying attention, “And if you feel even a little angry, or mean, or upset, or wanting to lock Scootaloo outside or anything, then I’ll let up right away and you can go free. And then you’ll know for sure that you have to avoid colts for ...some reason.”

Apple Bloom stood up from her sitting position on the floor, working out her legs and saying, “But ah know you’ll be perfectly fine, and what will really happen is you’ll know for sure that you don’t have to be afraid of yourself no more.”

“If being stuffed full of Apple Bloom doesn’t do it, then nothing will!” Scootaloo asserted brightly.

“Being stuffed full...” Sweetie murmured somewhat dreamily, “Of Apple Bloom...”

Apple Bloom watched the daydreaming unicorn warily for a few seconds, before asking, “Soo... we’re good?”

Sweetie shook herself, and came to attention saying seriously, “Yes, I’m... I’m good.”

“You’re game?” asked Scootaloo.

“I’m game,” Sweetie said, smiling a little despite her worries.

“Alright then,” Apple Bloom announced, “Cutie Mark Crusader Sweetie Belle ticklers go!”

“Wait what? EEEEEEEEEEEEEEEEEEEEEEEE”

The tickles didn’t exactly arouse Sweetie, but it was just to give them a chance to start touching her. Apple Bloom quickly made sure to start paying more attention to her mammaries than to tickling her. And Scootaloo eased off, so Sweetie could pay attention to being stimulated. So, Sweetie found herself once again captivated by the warm, soft feelings flowing through her. Apple Bloom started with her tongue pretty early, Sweetie’s sensitive flesh perking up and tingling fiercely with every application of that tongue and those lips. Apple Bloom stopped to ask how Sweetie was doing, and Sweetie took a cautious look at Scootaloo, then smiled and just said,

“All I feel is, I want more.”

Apple Bloom soon had Sweetie moaning and squirming under her lips and tongue. Sweetie smelled absolutely incredible down there, making Apple Bloom come out and twitch between her legs. It seemed easier to override Sweetie Belle’s Moon Tea this time, though maybe it was just because Apple Bloom hadn’t known the first time exactly what would make Sweetie Belle moan with desire.

“H-hey can I have a turn?” Scootaloo asked hesitantly. Bloom looked up at her in confusion and said,

“I guess so? Get on your back then and I’ll start lickin”

Scootaloo blushed crimson orange and mumbled something under her breath. Sweetie Belle’s gasps had turned to steady pants, as she lifted her head and said through her dissheveled soft curls, “Why did you stop...?”

“Sorry, Scootaloo I didn’t hear that just now,” Apple Bloom said undaunted, while Sweetie watched curiously, still prone on the floor, legs parted welcomingly.

“I want to try licking her,” Scootaloo said a bit more audibly. Apple Bloom blushed a bit at that herself. No wonder Scootaloo was embarassed to say it. “Fillies have tongues too!” Scootaloo said a bit defensively. “I just wanted to... I mean it... sort of looked like...fun.”

Apple Bloom was going to ask Sweetie what she thought, but the unicorn answered quite effectively on her own, by scooting her rump in little hops, until her nethers were facing Scootaloo. Sweetie Belle just smiled silently then, and reached down with her hooves, spreading her vulva, looking at the pegasus approvingly. (hopefully?)

Scootaloo actually licked her lips looking at that, and, shifting from hoof-to-hoof nervously, moved her head towards Sweetie’s crotch. Scootaloo really didn’t look confident enough to actually... you know, touch down though, so Apple Bloom spoke up a bit.

“Start with her teats, Scootaloo,” she instructed, getting a curious look from the pegasus. “Y-yeah,” Apple Bloom explained, “Remember when we spit swore, about all... that? Well I was watching, and Sweetie was doing that with her lil’ pillows, not her crotch so much. Just wanted to warn you, if you were gonna go straight for the clit.”

Scootaloo laughed embarassedly “Heh heh, yeah I... sorry. Is that right Sweetie?”

Sweetie blushed and a leg twitched at the thought saying, “Yeah, I... really like it...”

“If you nuzzle those pillows after lickin’, it makes her squeak adorably,” Apple Bloom added.

“Hey!” Sweetie Belle protested. There was little effort behind her protest though. She knew Apple Bloom was just teasing. Well, and also wholly and totally accurate, but still teasing.

With Apple Bloom’s gentle guidance, Scootaloo did touch down, and Sweetie found the pegasus’s tongue just as delightful as Apple Bloom’s had been. She ended up pulling Scootaloo closer to her crotch with her hooves, encouraging Scootaloo to really get in there and not just torment her with hesitant light touches.

“How is it?” asked Apple Bloom, looking a little longingly at what Scootaloo was doing.

“She’s so soft down there,” Scootaloo said a little dazedly when she came up for air, “I don’t know what’s wetter, her vagina or my mouth.”

“Can you smell her down there?”

“Well yeah it’s‒” Scootaloo paused for a glance at a blushing Sweetie Belle, “I mean, it’s no problem. She does smell a lot stronger there, than anywhere else... like I do, I guess. No offense, Sweetie Belle. It doesn’t smell bad it’s no problem at all, really!”

“I guess colt noses are just geared towards smelling fillies,” Apple Bloom speculated. “She smells just incredible to me. Like the best thing I ever smelled.”

“Wow,” Scootaloo and Sweetie both said together.

Sweetie added, “I didn’t know I... smelled that good,” over her timidly folded hooves.

“What’s it like, when a filly smells like that?” Scootaloo asked Apple Bloom. Which probably wasn’t the greatest way to word the question, but Apple Bloom got the gist of it. She pondered a second and then said,

“Well shucks, it’s just the opposite for fillies. I can’t hardly smell anything interesting about colts anymore, but if I have my reasoning right, then I must smell pretty incredible to you two too.”

Scootaloo took in a long satisfied breath saying, “You... you do smell‒”

“Amazing,” Sweetie Belle finished for her, gawping as she just became aware of just how much of a boy Apple Bloom was. Even his scent was filling up her nose. He was just... she was just perfect!

“Hey that gives me an idear,” Apple Bloom said, smiling deviously. Uh oh. “Git back on to licking, Scootaloo, just a little longer, okay?”

“On it!” Scootaloo said, and pounced on Sweetie Belle before Sweetie could so much as squirm. Soon, Sweetie was moaning throatily, bucking up against Scootaloo, holding her head tightly against her. The rippling pleasure emanating from her soft breasts was magnifying the need, a need that seemed to be boring itself right up into her pelvis, where Sweetie was sure her vagina was just clutching emptily in there. She started to feel so good she couldn’t even move, just had to lie there gasping with her tongue laying out, trying to deal with what her best friend was doing to her, even though they were both fillies!

That’s when Apple Bloom’s idea came to Sweetie’s mind. Or, to her head at least. What Apple Bloom did was, she walked around and stood above Sweetie Belle, facing Scootaloo, with her hind legs on either side of Sweetie Belle’s shoulders. As Apple Bloom did, that penis it‒ it swung into view. If Apple Bloom’s scent had been noticeable before, coming from her groin it was an outright musk. The rippling pleasure radiating from her hips ensured that Sweetie couldn’t even think about anything more than wanting that penis, the one that was hovering right above her and twitching eagerly. She reached up with a quivering hoof—her whole body was quivering really— and came in contact with the turgid flesh.

It was so soft.

Apple Bloom was panting too, crouching so her penis was dragging across Sweetie Belle’s chest. Even when Bloom’s penis managed to smack against her horn, it didn’t deter the eager earth pony. Sweetie Belle felt just covered in everything Apple Bloom right now. Every breath Sweetie Belle heaved in was Apple Bloom, Apple Bloom, Apple Bloom and and that hot shaft it was–it was caressing her cheek like, like–! And Scootaloo was going right for her button again! Sweetie Belle couldn’t stand it. Sweetie Belle loved it!

“Go on an’ give it a lick,” Apple Bloom said above her in a heated voice, “Ah want you to... wanna feel you.”

Sweetie Belle’s gentle caress turned into something else entirely, when she heaved up her head to– to nuzzle the the thing the boy thing‒ her legs were squeezing and Scootaloo’s tongue would not stop and her own tongue came out and she just, she just clutched Apple Bloom’s penis in her hooves and slid her tongue all over it. There was a salty sheen to the ballooning dick, and she only vaguely heard Apple Bloom shouting something above her as Sweetie Belle pressed her face desperately against that penis, wanting it, needing it, having it. It was just too much all at once crashing down on her, and with a squeal she arched back, bucking up at Scootaloo’s face, and feeling her entire body explode into stars, as a powerful orgasm ripped through her.

Scootaloo was actually having trouble with the unicorn’s semi-conscious struggles and convulsions, grabbing her legs and riding Sweetie Belle like a stormy ship at sea. But one thing Scootaloo saw as her eager tongue left Sweetie Belle’s orgasming hips, was Apple Bloom’s cock, and not just Apple Bloom’s cock. As Sweetie Belle arched away from it, and cried out in ecstasy, Scootaloo saw that cock expand even more, flattening at the tip and swelling out into more of a cone than a cylinder, throbbing right there before Scootaloo in the air, with a glimmering drip of some clear fluid dribbling out of it, to trickle right onto the insensate Sweetie Belle’s chest.

Then, Apple Bloom took in a deep gulping breath, and that dick ...deflated again. The shaft bowed down a bit even, before straightening up again into full turgidity. “What was that?” Scootaloo gasped, wondering if Apple Bloom could do it again, or how hard it was to do.

“It...” Apple Bloom paused more from emotion than exertion. “I dunno it... just does that, when I’m close to... you remember it gettin all big in you, right?” Apple Bloom said tensely.

Scootaloo could only nod dumbly. Feeling it with her vagina, and seeing it with her own eyes, were two entirely different things. Though both of those entirely different things made her vagina hunger for it like a starving wolf hound. Scootaloo really, really, really needed that inside her.

“Alright, let’s be... that’s enough playin,” Apple Bloom said, “I think she’s ready. Sure as you saw me swellin’ up like that, I’m ready.”

“Yes, I am so ready!” Scootaloo declared, jumping up.

“Ready for what?” Apple Bloom asked unsurely. Scootaloo stopped herself from presenting... just barely.

“R-ready for Sweetie... Belle...to...” try as she might, Scootaloo couldn’t bring herself to say it. She wanted that dick so bad. She hated her body for making her want Apple Bloom so much, that she couldn’t even bring herself to help Sweetie Belle get what she needed.

“Huh, you know,” Apple Bloom said, crouching down and cradling Sweetie’s head in her hoof. “I think Sweetie Belle actually passed out.”

That was enough of a distraction to tear Scootaloo’s attention from her own burning loins.

Sweetie came to slowly, as if rising from a deep slumber. “Where...” she said, her eyes focusing blearily on a pair of blurs standing over her, one red and yellow, the other purple and orange.

“You okay there, Sweetie Belle?” came Apple Bloom’s voice.

“What happened?” Sweetie said, bracing up on her elbows, or front knees if you prefer.

“You passed out!” Scootaloo announced. Sweetie rubbed her eyes to clear them, feeling weak kneed, in all four of them if you prefer.

“You remember when I cured your estrus that night?” Apple Bloom said, “I think it was the same thing what happened to me. You remember what you were doing before you passed out?”

Sweetie shook her head silently.

“How you were slobbering all over mah dick?” Apple Bloom prompted, “While Scootaloo was stickin’ her tongue into you?”

Sweetie’s eyes widened. She remembered. “I didn’t even mean to,” she said dazedly, “I just... felt so good I couldn’t even think, and then‒ then I’m waking up here. It just happened!”

“Sorry about that, Sweetie,” Scootaloo apologized, looking like she wasn’t sure if she did a good job or a bad job. Sweetie’s answer was to hug her.

“Ack, Sweetie, wait‒ what?”

“Never say you’re sorry about that!” Sweetie accosted the pegasus fiercely, “That’s worse than saying sorry for ice cream!”

“It was better than ice cream?” Scootaloo gasped. Sweetie paused, and held Scootaloo at hoof’s length, then nodded. “It totally was,” she said, “I should be sorry for passing out and scaring you.”

Sweetie paused, and added as an afterthought, “Though ice cream is a lot cooler, and really creamy, so... I think they’re both good. But it was better.”

Apple Bloom looked at her a little worriedly, as Sweetie got to her feet, then up on her hooves. “You’re not dyin’ of estrus are you?” Apple Bloom asked testily, “I can get started right away if you are.”

Sweetie pondered, and just as she started thinking about it her bottom throbbed hotly. “Ugh,” she said, her ears going flat, “At least it’s not any worse.”

“Whew,” said Apple Bloom relievedly, “It was about ten minutes, so I guess that was enough for your body to calm down.” Scootaloo nodded in confirmation at that. Sweetie was still concerned about her estrus though, whether Apple Bloom was relieved or not. She felt like she’d never ever drank any Moon Tea, right now. How bad would not being calm have been? Sweetie already felt it, so strongly!

“I usually drink Moon Tea when I’m feeling like this,” said Sweetie, looking straight up at Apple Bloom thoughtfully, tapping a hoof on the floor as she did, “But you have something even better and and...” Sweetie smiled and reared up onto her haunches, curling her hooves to her chest delightedly saying, “And I can have it!”

“You sure can, Sweetie Belle,” Apple Bloom nodded, while Scootaloo swallowed a whimper.

Sweetie jumped up and stuck her bottom at Apple Bloom without further ado, saying, “Okay let’s go!” Her eyes widened a bit as her own nethers throbbed once, needily, just from standing like that.

“Uh...” Apple Bloom said hesitantly, “You look... so beautiful down there, Sweetie Belle but... maybe you could lick me a bit more? It sorta... went back in again, when you were asleep.

Sweetie looked over her shoulder at the embarassed colt Apple Bloom. She remembered the last time she had licked the embarassed colt Apple Bloom. She remembered that penis. “It would be my pleasure,” Sweetie smouldered, swaying as she walked up to Apple Bloom, nosing at his strong smelling lower body like a hungry foal.

“Where’d you learn to move like that Sweetie? You look just like a...” Scootaloo paused thinking about her words and adding, “A fashion model!”

“I dunno,” Sweetie confessed, “It’s like... now that I don’t have to hurt or be scared, being in heat is kinda fun!” When Apple Bloom lifted his‒her leg, Sweetie stuck her nose under there, seeking that shaft. It was completely retracted, amazingly enough, and Sweetie actually hadn’t seen a boy’s crotch up close like this without a penis in the way. It was definitely a boy’s crotch though, the two generous lumps drooping in a sack between the legs were proof of that. Sweetie Belle decided to try licking them.

“Hey Sweetie are youuuu...” Apple Bloom’s eyes crossed. When Sweetie’s hot tongue caressed the soft flesh of that scrotum it provoked a reaction right away. Sweetie Belle was startled by how fast Apple Bloom’s penis slithered out from inside there, flopping limply against Sweetie Belle’s shoulder. It didn’t stiffen at that speed though, and merely waited, gleaming in the moisture of being inside Apple Bloom’s sheath. Sweetie Belle brought a hoof up to gently caress it, and that made Apple Bloom inhale tensely. Sure enough, the penis began to color with blood, the veins standing out against the skin as Apple Bloom’s body pumped its vital fluid in, to thicken the shaft. Sweetie only stared at it in amazement for one second, before she went to lick it again. Every hot salty lick seemed to make that shaft surge thicker, and longer.

It was all the way to Apple Bloom’s belly button when it stopped getting bigger, and just jerked up to smack Bloom’s belly, every time Sweetie’s tongue went in again for the kill. “Tha-that’s good Sweetie! I’m ready!” Apple Bloom shouted, pulling back from Sweetie eagerly, “I‒ I wanna put it in you now!”

“O-okay Apple Bloom,” Sweetie said frantically, walking forward and presenting, her tail near hitting the back of her head in her haste. She also exclaimed, “I need you to do it right now I want it you can it’s okay please–” And, to her delight, Apple Bloom didn’t mince another word, just heaved down upon her back like he was riding her, surrounding Sweetie Belle with that feeling of stallion and protection. And then she felt it... poking her eagerly, hitting her leg, pushing against her thigh, smacking up against her vulva pressing into her groin. She wanted it so bad! She bit her lower lip and tilted her hips. Maybe this time it would‒!

Sweetie Belle gave a long, relieved sigh, as the desire in her was answered, in one smooth stroke. Apple Bloom’s penis slid into her, tensely but smoothly, spreading her insides deeper and deeper. Sweetie shoved her butt back against the colt, trying to get him deep and hard in her as possible. And even as the satisfied sigh escaped her lips, she couldn’t help but notice a similar sigh coming from Apple Bloom. They were both feeling that incredible relief. She was... her vagina was making Apple Bloom feel as good as she was.

“Wow...” came Scootaloo’s awed gasp. “You two really needed that.”

“I... I wanted you so bad Sweetie Belle,” Apple Bloom moaned atop her, sliding that glorious penis in short strokes inside her. “I was so worried about you. Thought you’d hate me, thought we’d... never make it, but we did!” Sweetie Belle almost couldn’t even remember why she had been so scared of Apple Bloom, with the sensuous pleasure of being filled by Apple Bloom.

She did remember though, and her ears went down even as her body quivered in glee at the sensations inside her. “I’m... I’m sorry, Apple Bloom,” she mumbled, trying not to be distracted from her sincere apology.

“Sorry, to just me?” Apple Bloom grunted atop her leadingly. Sweetie blinked, and then she remembered that—oh yeah, there was more to the universe, besides that colt and her vagina.

“I’m sorry, Scootaloo,” Sweetie said bashfully, looking out from beneath Apple Bloom at the wraptly attentive pegasus. Sweetie blushed, not just from arousal, but also at how much she’d cried at the pegasus, and how she’d worried Scootaloo to death over nothing. As if to reward her, once Sweetie Belle apologized, Apple Bloom’s thrusts began to pick up both in speed and length. Sweetie Belle was finding her lips, her front lips softening, the sliding behind stroking her like a well oiled piston, making her hips sing like a songbird. It made Sweetie Belle want to sing too, and it would be a perfect feeling, if only Scootaloo would forgive her for overreacting.

“It’s fine Sweetie,” Scootaloo said dismissively with a crooked grin. “Looks like Apple Bloom is really eager to get started.” To that coarse unsophisticated forgiveness, Sweetie gave a soft sweet cry because... because she had to.

“Ah needed this so bad,” Apple Bloom agreed, punctuating her words with a long thrust.

With Apple Bloom mounted on top of her, and her insides stretched to their limits by that smoothly pistoning penis, Sweetie felt uniquely vulnerable where she stood. She was trapped beneath, and wrapped around the colt who was doing this to her. She found herself short of breath, but still panting hard, her eyes sliding half closed as she stared at nothing, and then fully closed, wholly concentrating on the feelings in her vagina behind her.

“You with me, Sweetie Belle?” Scootaloo said, as Sweetie felt Scootaloo’s hoof cradle her face. She opened her eyes and looked at Scootaloo, but there was no anger, nor fear. All she could feel is that amazing fuzzy adoration welling up from within her. Scootaloo looked amazing. It was just so wonderful that she could be here with Sweetie, in this beautiful moment.

“Oh Scootaloo,” Sweetie purred, hiking her loins up as her tone made Apple Bloom groan and thrust harder. She reached out to the pegasus, pulling her own head towards her. Scootaloo was so hot and flushed and breathing heavy and, doing this all for her because she cared about Sweetie Belle. And Sweetie cared about Scootaloo so much. Sweetie didn’t even realize when her eyes closed, and her lips delicately reached forward, hoping to meet the pegasus’s, if she would only be willing.

Well, Scootaloo was mostly probably willing. At least, she hovered close enough to Sweetie’s mouth to feel her breath. It wasn’t exactly the most planned kiss though, because a certain unicorn was being plowed hard from behind, and her body’s rocking motion inadvertently ended up pushing their lips firmly together. Sweetie thought it was just going to be a light kiss like before, so feeling Scootaloo’s mouth pressed right up against hers, made her snap her eyes open again. But the feelings from her cunny were so wonderful Sweetie couldn’t stay surprised, and just stared forward wetly and moaned into the kiss, her lips parting and locking with the pegasus’s.

Scootaloo pulled away, and Sweetie was helpless to follow, but then Scootaloo surged forward with an even hotter, more passionate kiss, literally taking the unicorn’s breath away, until Sweetie remembered she could breathe through her nostrils. And doing that made Sweetie Belle’s desire spike headily, as Apple Bloom’s thick colt scent flooded through her sinuses again.

Apple Bloom’s penis was eagerly stroking her innermost places, and filling her up so juicily. The meshing of their hips behind her was making her clitoris go wild with every thrust. And the electric tingle of Scootaloo’s lips on hers, on Sweetie’s so very sensitive and dextrous lips, was incredible. Not just because it felt good, but because she was kissing Scootaloo while she was being pounded. Because of that, even though Sweetie couldn’t move freely, neither from the pleasure, nor from the dick literally impaling her, nor even the firm warm body holding her down from above, gripping her hips, it didn’t make her afraid at all.

It was fine that Sweetie was here, and was going to stay here until it was done. She was being held in place, and she wanted to be held in place, and she wanted to pull against a resistant, groping stallion, so that she could be pulled back and filled, over and over again. Scootaloo’s freedom, and wild arousal seemed to hover outside of the inevitability of Sweetie knowing that she was going to be pumped full of goo. It was exciting and exotic, the contrast between satisfying certainty, and electrifying freedom. Sweetie Belle couldn’t pull Apple Bloom out now if she wanted to, and that was wonderful. Scootaloo was there because she chose to, and that was wonderful.

And through it all, Sweetie wasn’t angry or upset. She was completely taken, both by Apple Bloom behind her, and with the pegasus before her.

When Scootaloo pulled away a final time, Sweetie whimpered, almost feeling half complete from how Apple Bloom could only get one side of her at a time. But Scootaloo was so lost in her own arousal, that she couldn’t keep kissing Sweetie Belle. She just had to hunch over and drive her hoof into herself, rubbing that clitoris like her life depended on it. Sweetie Belle’s lips hungered for Scootaloo’s needily, but once she saw the pegasus trapped in what was clearly as hot of a burning estrus as Sweetie Belle had ever felt, she just had to do something.

Sweetie’s body was screaming at her to give into the pleasure, to submit to it and wait until Apple Bloom creamed inside her. It would be so easy. But her body was also screaming at her that her beautiful, wonderful friend was there in front of her, and in trouble. Scootaloo needed something, and in her half conscious state of arousal, Sweetie could only think that she would do anything to give Scootaloo what she needed.

“Wait...” her soft whisper emerged, easily lost in her own grunts and gasps at Apple Bloom’s thrusting. “Wait,” she said again more clearly. Apple Bloom thrust. “Wait!” Sweetie cried out loudly and passionately, her bell like voice pealing through the clubhouse. It still seemed like a miracle, when Apple Bloom shuddered to a stop.

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