# New Friends and New Worries

“Apple Bloom!” came Sweetie Belle’s voice, nudging Apple Bloom quite urgently.

“Wha, huh?” Apple Bloom said tiredly, lifting her head up. Why was she on the floor? In the clubhouse?

Oh yeah.

“What happened, Sweetie Belle?” she asked more alertly, looking at her folded forehooves then stretching them out, standing up and checking herself over. “Last I remember I was filling you up, and... then I’m on the floor! Did I hit mah head or something?”

Sweetie was standing next to the sponge, one of many tools they had up here for cleaning off gooey sticky stuff. Funny that it’d be coming out of their own bodies now and not just trees. “I don’t think so,” she said furtively, “You just fell asleep after you finished.” She bit her lip and looked aside for a second before turning back and saying “I’m sorry!”

“Sorry for what?” Bloom asked confused at the sudden shift in her demeanor.

“You were trying to sleep and I just had to see you,” Sweetie said with her ears going down, “I didn’t even think that you’d still be tired. I just wanted you to... I mean, I was only thinking of myself, and making my estrus go away. I should have been more considerate.”

“What, waking me up in the middle of the night?” Apple Bloom asked, to which Sweetie Belle nodded. “Shucks Sweetie, you didn’t wake me up. I wasn’t even sleepy. I didn’t even notice you tappin at first. I was sittin there awake because I was thinking about... the day.” Yeah Apple Bloom wasn’t going to admit what she was really thinking about.

Sweetie Belle smiled relievedly, “I really really didn’t mean to keep you awake,” she asserted, strutting around the clubhouse dropping the sponge off into the empty bucket. “But why did you fall asleep then?”

Apple Bloom tapped a hoof on her chin, “Well I was fillin you up and then sittin’ there with you and then I just must have drifted off. I was feeling mighty comfortable and all.” She laughed at a crazy thought adding, “You must have felt so good to me that I passed out!”

“Did I really feel that good?” Sweetie asked a bit astonishedly.

“Yeah it was... ah mean, it’s hard to describe really. Kinda like a hug I guess? When I put my penis in you it was like your whole body was huggin’ me.”

Sweetie giggled, adding “Your whole body was literally hugging me.”

Apple Bloom laughed too, saying “Guess that’s so, but what I mean is it was like a hug so when you got all squeezy in there it felt even better.” She blushed a little trying to say this without sounding stupid. “And uh, I really liked the part about putting boy stuff in you. I wasn’t just thinkin’ about how you liked it, but it just feels really good when it pumps like that.”

“Well, it felt really good when you did it,” Sweetie gushed. “It was like you were getting bigger inside me.”

“Ah think I was,” Apple Bloom nodded, “I could feel it pushin out against you in there too.”

“I couldn’t stop squeezing like that, and then you were twitching in there, and then,” Sweetie put a hoof over her forehead falling dramatically onto her back. She sat there with her hooves in the air giggling to herself.

“I can see why you had to do it so far inside,” Sweetie added. “The itch went all the way in there and I didn’t even realize it.”

“So, is your estrus gone?” Apple Bloom asked, glancing at the unicorn’s flank, though that didn’t reveal anything. Bloom noticed Sweetie had already cleaned up her own belly, just a pleasantly smooth curve of softest white fur down there.

Sweetie nodded enthusiastically, saying “I feel much better. I don’t even have a headache anymore, and I haven’t had one single cramp.” She looked back too, musing “My insides just feel more... I don’t know... settled? Your boy stuff felt so good.”

“That’s great, Sweetie Belle!” Apple Bloom brightened, butting the unicorn in the chest with a hoof. “You don’t even have to take that tea anymore. This is awesome!”

“I feel so fuzzy inside,” Sweetie said with a smile, snuggling her hooves to herself.

“I’m glad you came,” Apple Bloom said, dipping a nose down to lightly touch the unicorn’s, “I was so worried about you. What was the deal with you and Rarity back there?”

“She’s so mean to me!” Sweetie burst out, “She always gets like this every estrus, so unreasonable! She won’t let me help her out, or spend any time with me, or anything! It’s always sta‒” She stopped, and gave Apple Bloom a long look, and then said, “You saw how mean she was. Isn’t she being totally unreasonable?” throwing her hooves up in the air.

“Well you were gettin pretty loud back there, Sweetie,” Apple Bloom said carefully. She really wanted to know why Sweetie had gotten so mad over such a little thing. Sweetie frowned, standing up and looking to Apple Bloom hesitantly, testily.

“Ah mean, sure she’s bein’ unreasonal,” Apple Bloom continued nervously, “But we got together eventually right? You were actin like it was the end of the world! Ain’t never seen you put up such a fuss because they didn’t want us to hang out for one reason or another.”

“I was just so mad because she wouldn’t even let me be with you!” Sweetie huffed, in front of Apple Bloom. “I wanted‒ I mean it was like‒”

“Shucks Sweetie, what’s so great about hanging out with me all of a sudden?”

Sweetie looked at the ground saying very uncertaintly, “It’s... because... you smelled good.”

Apple Bloom raised an eyebrow. “Ah smelled good?”

Sweetie blushed, saying “I don’t know what it is just something about you was”

“Is this because ahm a colt now?”

“No!” Sweetie said, her face shooting up angrily to glare at Apple Bloom. But then she didn’t look angry just scared. “It’s not!” she said, looking away again, “It’s not...”

Apple Bloom felt like crying now, with how Sweetie looked so lost and sad. “Sweetie Belle...”

“You should get back,” Sweetie Belle said quietly, looking out the clubhouse window.

“Back?” Apple Bloom asked curiously.

“You were asleep for a while,” Sweetie explained, “I cleaned everything up while you were resting.”

“Well, thanks Sweetie!” Apple Bloom said in a cheerier fashion than she was feeling. “You didn’t have to do that.”

“I wanted to,” Sweetie said with a little smile, still not meeting Bloom’s eyes though. “I wanted to do something for you for making me feel so good.”

“For makin’ your estrus go away?”

Sweetie shook her head, “Yes,” she said, “But you made me feel good more than just that. You were so patient with me.”

“Well, how about a kiss?” Apple Bloom said half jokingly.

Sweetie actually did look at her then with a bit of a shocked expression, but then she nodded and closed her eyes, parting her lips with just a bit of a purse to them. Apple Bloom didn’t know that Sweetie had been practicing, but she did know she couldn’t say no to that. This time it was Apple Bloom who had to do the kissing though. She was surprised how nervous she felt moving her lips up to meet with Sweetie Belle’s.

It’s a different kind of electricity in the feeling that comes from that, different from the dick in pussy electric feeling, but at the same time somehow similar. She gave just the lightest of touches to Sweetie Belle’s lips, like Scootaloo did. Bloom had a strong urge to do more, but she felt uncertain of herself and if Scoots did it that way, maybe that’s how it’s done.

Sweetie looked as if she wanted to object herself, but instead she said, “You should get back. You slept a while...”

“What time is it?”

“It’s pretty close to dawn.”

“What??” Apple Bloom jumped to the window where sure enough the sky was lightening despite the stars still shining up there in it. “I gotta get back!” she shouted, “Granny will flay me into gryphon food if she thinks I snuck out!”

Sweetie nodded, pushing Bloom out the door, saying “Don’t worry about me. My parents always sleep in anyway. I’ll finish in here, and then ...see you... at school?”

Apple Bloom hesitated but still was dancing on her hooves here. “I’ll... try to make it to school,” she said as confidently as she could. “Don’t worry we’ll figure something out. What’s the worst that could happen?” And with that she gallopped down the ramp and made a beeline for her farmhouse. Thanking whatever spirit of disorganization made them stack their hay bales against the side of the house like this, Apple Bloom jumped right up them and wiggled in through her window.

She had just gotten situated in her bed trying to smooth out the rumples that might have looked like she had gotten out of it when Granny burst in saying “Rise and shine, young’n! Time to wake the rutabagas!”

Bloom sighed in relief, just in time. “I’m up, I’m up,” she tried to say in a scratchy voice like she’d just woken up. Bloom really hoped that the whole colt thing wasn’t going to cut into her sleep schedule too much. After waking the rutabagas and the morning apple song the whole family settled down for a hearty breakfast. There were oat cakes with apple butter and Apple Bloom was just going through roasted walnuts like there weren’t no tomorrow, washing it down with a tall glass of orange juice.

As she chowed down she started to get an idea of the tenseness of the atmosphere around the table. Applejack and her friends hadn’t returned yet, as Apple Bloom knew AJ would never miss a home cooked breafast if she could help it. So it was just her and Big Mac, and Granny Smith. Mac was a bit pale faced like he wasn’t sure how to deal with his little sister suddenly being a little brother. Granny wasn’t as nervous, but was still on edge as though she was waiting for something. Apple Bloom broke the silence, saying casually in that tan voice she’d taken to adopting,

“Ah think I might not go to school until this is‒”

Granny burst out, “As Celestia is My Witness, I ain’t gonna let no confoundin chaos demon keep my grandfilly out of school! You have a solemn duty to fill that brilliant mind o’ yers with solid thoughts, Apple Bloom...” she trailed off, but she does that sometimes. She weren’t really pausing, “So don’t give me no guff about it. You’ll go to school like any colt in town and you won’t let that snakey goat feller beat you!”

“But what will the other fillies and colts think?” Apple Bloom pleaded. “What will they think of me sein me like this?”

“They’ll think you’re a solid Apple who stands in the face of adversity,” Granny countered smoothly, “Who’s havin a hard time at the moment, but she, or he, don’t let it get her down.”

“How do you know that?” Apple Bloom whined. Didn’t sound as convincing whining as a colt.

“Because,” said Granny, putting a hoof on her shoulder, “That’s who you are. You’re the toughest smartest filly I’d ever known, an’ I’m proud to have you as my grandchild. Even if you make mistakes sometimes, you got a solid head on your shoulders.”

“But they’ll laugh at me!”

“Maybe,” Granny muttered, “But they’ll always know the truth, no matter how hard they try to laugh at it.”

“That’s.. um....” Apple Bloom looked pleadingly at Big Mac, who just closed his eyes and said,

“Nope.”

Apple Bloom deflated over her cereal bowl. “Okay,” she said defeated, “I’ll go to school.”

“Not just yet!” Granny Smith stopped her. (Really, Granny?) thought Apple Bloom. (After all that?)

Granny was looking at Big Macintosh sideways saying, “First you gotta yer know, tell her, tell him about the yer know the thing.”

“E-eyup,” agreed Mac, looking rather nonplussed himself. “Come on, Apple Bloom. Next room. Alone.”

Big Macintosh stared down at Apple Bloom, who felt unusually intimidated by the very large pony. A magic induced growth spurt didn’t stop her from being a head smaller than her older brother, and ponies had big heads, and he didn’t look happy. Did she do something wrong? Of course she did something wrong she trusted Discord, but would that make Big Mac mad? Anyone could have been fooled by that creature, Bloom convinced herself. Wasn’t her fault!

“Apple Bloom, I...” Big Mac began, then went silent again. Then he scratched the back of his head, then looked at her again. “Colts have to be careful,” he stated.

“But ahm a filly!” Apple Bloom protested, “Discord just changed me into one an’ it’s temporary!” she hoped.

“You’re a colt now,” Macintosh said unsympathetically, “Doesn’t matter what you feel on the inside. It’s your outsides that are in danger now.”

“Danger...?”

“There’s a lot of dangers out there that fillies don’t have to worry about. Like other fillies for instance.”

“What about other fillies?”

“T-t-t-hat’s not important,” Big Mac said, looking in all directions and scrunching his face up. “The important thing is,” he said more seriously, “Is you gotta be careful now, and don’t get yourself into trouble.”

“When have I ever no wait don’t answer that,” Apple Bloom said hurriedly.

“Ah don’t mean trouble like pine sap. Ah mean real trouble,” Big Macintosh asserted. (Well that rules out what me and Scootaloo did) thought Apple Bloom, but Macintosh was continuing, in an unusually long conversation on his part.

“Colts can get taken advantage of and there are fillies and even mares just waiting to go after them,” he intoned seriously, “Taking them away from the sun’s path, pervertin their desires and makin them degenerates who do reprehensible things. So you gotta listen to me when I tell you that as a colt you gotta be careful out there.”

Apple Bloom was paying total attention by now. She wasn’t sure what Big Mac was talking about, but she sure was listening to what he told her to do. She never even knew fillies could be this bad, but she’d never been a colt before. What would Diamond Tiara do with a colt? Nothing good, she suspected.

“If a strange mare approaches you,” Mac continued, “Even if they’re pretending to be all friendly like you don’t you listen to them. You go straight to an adult you know and tell him who did that to you. Never let mares or fillies get you alone and unsupervised. Make sure there’s always a teacher watching, and go to them as soon as somepony comes after you.”

“Are fillies really all that bad?”

“Eyup,” Macintosh said shuddering, “Even your little friends. Estrus does something to a mare I tell you.”

“Boy do ah know that,” Apple Bloom complained, rolling her eyes. “I’d never have given Discord no mind if I wasn’t burnin up between my legs all the time.”

“E-e-yup,” Macintosh said incredibly uncomfortably, looking like he was standing on a big pile of unbroken eggshells and didn’t want to crack a single one of them. “I-it’s the burnin of shame that pulls them away from the right and true path... is what Pa used to say at any rate.”

Apple Bloom didn’t like remembering Pap. She barely had any memories in the first place, and it just turned awkward and lonely and it made her brother and sister sad. So she went and changed the subject.

“My friends aren’t gonna hurt me,” Apple Bloom said confidently. “They’re the best friends I could have!”

“No deal,” said Macintosh, “Even your friends you gotta turn down, in case they want to do something dangerous with you. Because trust me, they will.”

What could possibly possess Sweetie and Scootaloo to put Apple Bloom in danger? More than they usually did at any rate. Well, Apple Bloom resolved to be careful, but she felt like Macintosh needed some reassurement.

“What about if ahm absolutely sure what they want to do is safe?” she asked.

“I dunno sis,” Big Mac said testily, “How can you be sure they aren’t just lyin to you?”

“But if I’m really really really sure then it’s O.K. right? Ah don’t got to tell the teacher?”

“E...yup, I guess so. I mean, you only need to call her if there’s trouble. Like if they’re tryin to get you to touch you in a way you don’t like, or do something you’re not ready for.”

Apple Bloom was relieved at the sound of that. They hadn’t tried to get her to do anything like that at all. In fact she felt more than ready for what sorts of things they’d been doing since she went colt. Must just be some silly thing that Macintosh is all worried about because he cares about Apple Bloom so much.

“Thanks for lookin’ out for me big bro,” Apple Bloom said, giving him a cheek nuzzle. “I promise I’ll be super careful.”

“I’ll walk you to school.”

“Really?” Apple Bloom’s ears fell, “But ah said I’d be careful!”

“No buts,” Mac said with a note of finality. “Get your tail ready.”

Apple Bloom felt betrayed as Mac walked her to school. He knew he could trust her, didn’t he? What was going on in his big quiet head that had him so alarmed? Why was he treatin her like a baby all of a sudden? All these questions and more she didn’t ask and just sulked alongside him on the way to school. Anxiety started to bubble up in her as the schoolyard approached. They were early like usual so there weren’t many foals around, but Apple Bloom could feel them staring as she walked in accompanied by the larger pony. Were they staring at her because she was a colt? Was it because she had an escort? They must have thought she did something wrong. Why did life have to be so unfair?

They walked into the school house and Miss Cheerilee was already in setting up her chalkboard and easel for the day’s lesson. Two other students there but Apple Bloom didn’t know ‘em very well, and they clearly didn’t know her what with how they were looking all dumbstrucklike.

“O-o-oh, Big Macintosh!” Cheerilee said skittering up to him. Apple Bloom snuck a glance at her brother and he looked kind of pale and tense with how close she was getting to him. “And who is... this?” she asked, looking down at Apple Bloom with a vague flicker of recognition.

“Ahm Apple Bloom,” Apple Bloom piped up.

Cheerilee’s eyes widened at that and she said “B-b-but you’re a colt!”

“Is this true, Big Mac?” she said, lifting her head up to face Bloom’s brother.

“Eyup,” he said.

“But‒ how?!” she exclaimed.

Apple Bloom started to say “Disc‒” but Big Mac talked over her saying,

“It’s private,” giving Apple Bloom a look. Was she not supposed to tell?

“I don’t know,” said Cheerilee uncertainly, “This is highly irregular...”

“Ah swear it’s me!” Apple Bloom declared. Did she really look that different? She was the same color and she thought she had the same expression, roughly at least?

“Nothin’s changed,” Big Mac asserted. “She just needs to get through the last week of school, and her exams.”

“Well of course,” Miss Cheerilee said a bit breathlessly. With the way she was looking at Mac Apple Bloom had to wonder if estrus had to do anything with that love poison she brewed a ways back.

“I’ll figure... something out,” Miss Cheerilee said unsteadily, adding “Please take your seat... Apple Bloom.”

Big Macintosh turned tail and was strutting out of there like he had bees on his tail when Cheerilee shouted after saying “Wait!”

He very slightly paused but didn’t say anything. Not that that was unusual. “As long as you’re here,” Cheerilee said sort of matter-of-factly, “I wanted to ask you if maybe you wanted sometime to‒”

“Nope,” he said cold and hard.

“But I was just‒” she started to say a desperate tone creeping into her voice.

“After Season, we can talk.” Big Macintosh said sternly. Then he continued walking out the door and was gone.

“But‒” Cheerilee said after him. She sank on her hooves and her ears went down when he was gone. Apple Bloom couldn’t believe what she just saw. Weren’t Big Mac and Cheerilee friends? Why’s he treating her like that?

“Ahm sorry, Miss Cheerilee,” she said from where she sat at her desk, trying to adjust it for her slightly bigger frame. Cheerilee focused on her, but seemed tenser at hearing that if anything.

“Ah don’t know what’s got into my brother lately,” Apple Bloom said, “He even had to walk me to school. He’s been in a bad mood all day.”

“That’s... that’s perfectly alright Apple Bloom,” Cheerilee said to her comfortingly. “It’s not him, it’s me. He did the... right thing.”

“Still wasn’t nice to walk out on you like that,” Apple Bloom commented. “Ah wish there was somethin I could do to help.”

Cheerilee’s pupils narrowed a bit and she chewed her lip looking at Apple Bloom in a new light. Her tail twitched just right at the base. But before she could say anything, Scootaloo’s voice came next to Apple Bloom saying “Who walked out on what?”

Some of the other students were starting to toddle in as the lesson period was about to begin. Cheerilee tore her eyes away and went hurriedly writing something on the blackboard, more line integrals it looked like.

“My brother’s just bein’ a grump ah don’t know,” Apple Bloom said to Scootaloo who nodded understandingly. “I think this whole ‘colt’ thing has thrown him for a loop.”

“You’re really Apple Bloom?” said Twist at Apple Bloom’s other side.

She nodded to the peppermint pony saying “Sorry ah didn’t say anything before, it was a surprise ta me too!”

“What’s it like?” said a jade colored earth pony whose name Apple Bloom couldn’t recall.

“Uh, nice, but weird. Colts don’t have estrus, you know?”

“How did you become a colt?” said that sweet voiced golden pony, Apple Bloom recalled her name was Noi or something.

“Playin’ with magic I shouldn’t have,” she said blushing a bit.

“What kind of magic?” and now it was Snips piping up. Apple Bloom was starting to get a bit of a crowd around her. It was embarassing!

“Uh, let’s just say no matter how good it sounds you don’t ever make a deal with Discord,” she mumbled looking at her hooves folded on the desk, and trying not to bristle at all the attention. What’s worse is another part of her was having its own reaction at the close proximity of so many fillies. And Snips and Snails but they didn’t count.

“That’s enough, everypony,” Cheerilee said sternly, “Apple Bloom doesn’t need you all fawning over ...him. He’ll be back to normal I’m sure in um...” she looked at Apple Bloom pleadingly who said,

“Few days I hope?”

“In a few days,” Cheerilee finished. “So take your seats and we’ll begin today’s lesson.” With disappointed protests the fillies stopped jostling for position around Apple Bloom and everyone went to sit at their own desks. Apple Bloom sighed in relief. It was starting to look like she might make it through the day after all.

“Oh my god...” came a hated voice from the doorway. Oh right, them.

“So it is true,” came an even more hated voice, the ringleader of Apple Bloom’s misery squad herself, Diamond Tiara. She and Silver Spoon had sauntered in fashionably‒ oh huh, there was still five minutes to go, so Cheerilee must have started the lesson early for some reason? So not fashionably late but just fashionably. “I always knew you were colty,” Diamond Tiara continued. “But this is ridiculous!”

“Ah ahm not colty!” Apple Bloom shouted at their raucous laughter, looking frantically at Cheerilee who was just quietly staring at the chalkboard. Tiara really had eyes only for Apple Bloom now, didn’t even notice Sweetie skulking in behind her like a white specter of a pony who really didn’t want to be noticed.

“Guess you finally admitted you weren’t a real mare,” Tiara said, tilting her head in that annoying yet elegant fashion, “Think you can get a fillyfriend now? Ha!” Then she just sauntered to her seat like she owned the place, looking not at Apple Bloom, but at Miss Cheerilee challengingly when she said,

“As if any filly would want to do it with a stupid blank‒” And Cheerilee was in Diamond Tiara’s face faster than you could blink shouting, “You will not talk that way in my classroom! Apple Bloom is wonderful and beautiful a pony as anypony else, and I will not have you hurting him! Do you even know what they call a filly who hurts colts?”

Now it doesn’t really convey the gravity of the situation from Cheerilee’s words alone. You’d have to have seen the twisted snarl on her face, just inches away from Tiara’s, the heat radiating from her tense and much larger form than Diamond Tiara, that burning fire glowing in her eyes like unholy embers. You’d have to have known Miss Cheerilee how she never spoke out of turn and treated every side of a situation calmly and fairly, and you’d have to know Diamond Tiara was not a pony used to getting put in a position of vulnerability, where even the slightest move she made felt like it would end in death.

Cheerilee backed up from Diamond Tiara, a guilty look morphing on her face, and then she trotted back to the blackboard and faced it again. Then she turned and smiled beautifully at everyone and said, “I’m sorry that wasn’t very professional of me.” Still, the look she shot Diamond was steely and sharp. “Nevertheless, if you have any disputes you should work them out calmly and honestly without any name calling, and not during the lesson. Am I clear?”

Apple Bloom suspected Diamond said “Crystal” but she seemed to have lost her voice at the moment and Apple Bloom was never all that good at lip reading.

“Good,” Cheerilee said turning to the chalkboard and raising the chalk, “Now two ponies are in an uneven field, and want to find the easiest path between them‒”

“I’m here!” shouted Spike, bursting through the doorway. He had like 15 quills tucked in his spines and a huge backpack overflowing with textbooks and loose papers, and a few scrolls. He even had two lunch boxes. Unless Spike had become a girl overnight and needed ice packs for the literal aspects of heat, it almost looked like Twilight had just packed him a spare lunch for some reason. Cheerilee just groaned and rubbed at her temples.

Apple Bloom was right about one thing, without her estrus to worry about paying attention was easy as pie. They were going over the previous weeks’ lessons in preparation for the final exams. Her notes were nice and neat and not a single dick doodled in the margins. She did find herself thinking back over the past day learning a whole new dimension to her dearest friends, the depth dimension that is, but it wasn’t overwhelming in the sense of being light headed and achy or of hearing the teacher’s voice sounding like a trombone for some reason. This colt face didn’t even mess up her mouth writing. Maybe colts and fillies were more similar than they looked to a pony. Maybe Discord wasn’t entirely reneging on her ill made bargain after all. Didn’t stop him from being a total dick for droppin this on her.

Not much of note happened until the break period. Not to say the lesson wasn’t fascinating, but it was stuff they already covered first off, and second off what happened during break period was so gol darn notable that anything else wouldn’t have seemed of note in comparison. Which is to say Apple Bloom got to exercise her new physique in just the way she was growing to love.

It hadn’t started good of course. Apple Bloom was terrified of break, thinking what DT might try to do in revenge when Cheerilee wasn’t around to ... go after her like a nesting harpy. She darted from tree to play structure, trying to stay out of sight and looking around trying to spot the terrible two as she did so. Worse is they were nowhere to be seen, so Apple Bloom had to keep hiding, with that nagging suspicion that just when she least expected it they’d be right there behind her to... Apple Bloom ducked her tail and crossed her legs in an attempt to protect those testicles dangling between her legs. She had heard about what happens to colts to whom fillies are mean, and she really didn’t want to find out if it was as painful as it looked.

So that’s why she almost jumped out of her skin when she heard a harsh “Psst!” Peeking down from the tree branches she ended up in, she saw it was just Scootaloo, trying to get her attention from the big stone castle slide. Apple Bloom climbed down with a thump and went trotting over to Scootaloo who said, “In here!”

The inside of the chamber underneath the slide might have been cramped for an adult pony, but it was quite spacious for a couple of fillies. Or, a filly and a pony who might possibly have not been sure whether she should call herself a filly or not. Best of all it was empty, with nopony inside to be seen besides Scoots and herself. Apple Bloom peered out the doorway nervously saying,

“Thanks Scoots, I really thought DT was gonna be on the war path after that.”

“Oh, you’re hiding from her?” Scootaloo said cluelessly.

“Yeah I,” Apple Bloom stopped, narrowing her eyes, “Wait, so why’d you hide me in here then?”

“You mean besides Twist and Dinks and Cherry and Cloudy trying to get you first?”

Apple Bloom blinked, “What do you mean?”

Scootaloo rolled her eyes, “Guess you forgot already that the entire school is in estrus?”

“Hah, except us,” Apple Bloom said smugly.

Scootaloo grinned, and said, “But yeah, so they probably want you to fix their estrus too. I thought you were hiding from them, not DT. She doesn’t even have any estrus or something.”

“I still don’t know about that,” Apple Bloom said skeptically, “But hey what’s so wrong about fillies wanting to fix their estrus? I don’t mind helping them out. Heh, opposite of mind really.”

“Because I wanted to get to you first!” Scootaloo declared with a savage grin.

Apple Bloom gave her a wan look and said in a neutral voice, “Scootaloo, I already fixed your estrus.”

“Oh, oh no it’s not for me,” Scootaloo said, reaching out the back of the play structure and dragging in a very nervous looking blue grey pony. “It’s for Archer!”

Archer looked up at Apple Bloom fearfully, and Apple Bloom looked down into those exotic grey eyes. She’d never get used to this looking down at fillies thing; it was weird not being shorter than everyone. Soon as Archer came in, Apple Bloom took a whiff and sure enough Archer’s scent was heavy with that hungry estrus smell. It wasn’t something you could smell even, not so much part of her scent, but just a feeling you got when you smelled it. Like the humidity in the structure just went up a few notches.

“Hey Archer,” Apple Bloom said congenially, trying to snap the other earth pony out of her daze. It was odd how that unruly mop on her head looked like Scootaloo’s. Both of them looked like ponies who cut their mane instead of combing it, and whoever their barbers were they sucked at it big time.

“H-h-hey,” Archer said in a quiet soft tone you might more have heard coming out of Fluttershy’s mouth. It sounded wispier though, but louder, if that made any sense.

“I’ll play lookout,” Scootaloo said ducking outside the play structure. “If I see Tiara’s group I’ll let you know so you can pull out of her before she gets here.”

“Scootaloo!” Apple Bloom protested irritatedly, then looked at Archer and sighed, then said to Scootaloo, “Alright, but we gotta talk about this later.”

Scootaloo gave her a positive salute and ducked out the doorway again. Which left Apple Bloom standing there in the semi-darkness with her friend’s friend, who still had that deer in headlights look. Apple Bloom smiled at her reassuringly and said,

“So, you how this is gonna go, right?”

“Sort of,” she said crossing a hoof over her chest, “Scootaloo said you can help me with my estrus?”

“Ah bet she thought that was all you needed to know, huh?”

Archer looked aside nodding and added, “That’s all I want, really. Anything else doesn’t matter as long as it...” she huffed tensely, “works.”

“Well we only got an hour,” Apple Bloom said, “But I’m gettin pretty good at this so it shouldn’t be a problem. First I need to see your butt.”

Archer blushed, “R-really? I mean, of course you do that’s where the estrus is. I mean, sure you can...” she turned slowly, “...see it.”

“Lift up your tail I can’t see nothing,” Apple Bloom instructed.

“O-ok,” she said semi-evenly. Archer’s cobalt blue tail eased its way out from pressing hard against her hindquarters and dangled in the air. It was still too low so Apple Bloom wrapped a hoof around it and pulled it higher so she could get a look at the filly’s labia. When Archer immediately gasped wetly, Apple Bloom turned her tail loose, apologizing saying, “Sorry, sorry. Your tail just wasn’t high enough. I need to check your labia to make sure they’re ready.”

Archer nodded, then took a deep breath and closed her eyes, tilting her head down and pushing her hindquarters into the air, flagging her tail aside so it dangled over her in a neat backwards arc. Apple Bloom took a look and sure enough the filly looked just as wet and trembly as Scootaloo was. Her vulval lips were just as blue as the rest of her on the surface, but a bit of blushing pink was peeking through from where they joined loosely together to cover her entrance. Apple Bloom found herself caught in fascination by that heated envelope. Even between yet another filly’s legs, it was just so enticing. It certainly was making Apple Bloom’s penis come out, hanging loosely between her legs like a pleasurable fleshy sock.

Apple Bloom’s hoof hesitated and she said, “I’m gonna have to touch you for this to work, uh, a lot. I hope you’re okay with that? I promise it’ll work great.”

“Y-you can touch... touch me,” Archer said, her voice ending in a whimper. The words seemed to provoke a stronger reaction in her hips, and the wetness between her legs started to trickle in sticky drops onto the floor. Delicately, Apple Bloom laid her hooves on the filly’s hindquarters, not on her labia but well away from it, and used those hooves to pull Archer’s labia wide, exposing her passage to the naked air. The entrance was still rumpled and fleshy, but testing it with her tongue, Apple Bloom found it gaped right open, then even tried to close on her tongue. Archer was everything down there Apple Bloom could possibly want in a filly, wet and hot and responsive and fresh as a spring breeze over lemongrass.

Archer pulled away from Apple Bloom then, and Bloom was surprised to see her breathing hard and swallowing, like she had something caught in her throat that she couldn’t quite say.

“Your tongue,” she managed to bite out at last. “You... your tongue down there. I never felt anything like that before.”

“Mah tongue?” Apple Bloom smirked, “That’s nothing. You just wait until I get my penis going.”

“Y-your penis, wow...” Archer’s eyes started to move toward Apple Bloom’s crotch. Apple Bloom posed for her, showing off that stiffening member, which seemed to like the attention enough that that alone would keep it up and erect.

“It’s okay,” Apple Bloom said to the dumbstruck filly, “You can touch it if you want.” She shivered as she felt Archer’s hoof dimpling that hot flesh, the pony’s breath catching just from it being there.

“It’s... beautiful...” Archer said dazedly, her head just about shoved underneath Apple Bloom’s crotch.

“It’s alright Iahhh?!” Apple Bloom’s senses were arrested again at the feel of a hot warm tongue against her penis. It tore away from Archer’s hungry lick to smack against Apple Bloom’s belly, the filly-gone-boy trying to play the mentor here, while her own desires were being sent through the roof. And then Archer did it again.

“Archer,” Apple Bloom wanted to say, “That’s not how you do it,” she wanted to say. But all she could do is stand there quivering while the blue pony’s hot tongue caressed her flesh like a vagina would. Without the squeezing though, and only one side. It still felt incredible. Something Apple Bloom had never felt before. She couldn’t help but twitch her dick at Archer’s attention and her hooves shifted friskily on the earth.

“S‒s’enough,” Apple Bloom gasped, twisting away from Archer, even as she tried to follow Apple Bloom’s hips hungrily like a foal seeking their mother’s teat. “H-hold on Archer,” she said holding the pony’s dazed head in her hooves. “Look at me, focus. We’re gonna get your estrus gone, an’ I can’t do it if it comes out while you’re licking me.”

“Comes out?” Archer asked focusing enough to take her own feet and shake her head.

“Yeah, the boy stuff,” Apple Bloom said. “Comes out from my penis. It’s what makes your estrus go away. You heard of it right?”

“I... maybe? I think it... if that’s how it works? I mean, you did it to Scootaloo and she’s great.”

Apple Bloom just sighed, wondering how many fillies didn’t even know about boy stuff. It was like their parents didn’t even want them to know about these things. Poor Archer was just as bad as Scootaloo. Apple Bloom didn’t think Archer’s vagina needed any revving up at all, certainly not the way Sweetie’s had, and the more they tangled like this the hotter and wetter it got. Well, that made things easier at least.

“Turn around again,” Apple Bloom said, then hesitated, “No wait, you really need to watch this, so’s you got a good idea what it’s all about. Lay down on the ground.” Archer complied quite willingly, but Apple Bloom said, “No no, on your back. With your labia facing up.”

It was admittedly heart catching to see Archer there lying with her hooves tucked to her chest, legs spread and tail swishing along the ground. Archer seemed to like the attention too, looking at Apple Bloom with half lidded eyes, a near constant trickle drooling down the base of her tail.

“Alright, here goes,” Apple Bloom said standing over her, that penis dangling between them without touching at first, before Bloom got to her knees and it made contact with Archer, and they were together just like it was with Scootaloo, well at the end at least. When her penis rubbed Archer’s vulva the blue pony moaned, spreading her front legs to gaze at Apple Bloom’s shaft adoringly. Apple Bloom couldn’t help but smile at Archer’s open eyed amazement. And like she said before, that was nothin’

“Check this out,” Apple Bloom said with a sly smirk, manouvering her penis with her hips and a hoof until it nestled snugly in Archer’s labia. Apple Bloom could tell she had found the entrance right away with how it engulfed and clutched around her tip. And so Apple Bloom started to slide her penis into the earth pony, nice and slowly, watching her carefully to see if it was provoking a good reaction or not.

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