# Fluttershy Helps

“How could she not be home?!” Apple Bloom groaned, leaning up against Fluttershy’s cottage. The one pony she needed to see above all else, and no amount of knocking would summon her to the door. There were birds tweeting overhead and cute little critters running around in her yard showing absolutely no concern for Apple Bloom’s predicament, but there was no Discord, and no Fluttershy.

Apple Bloom was feeling so weird and she didn’t want to go where her mind was taking her, about as far from the sun’s path that a filly could possibly stray. She had to get this fixed now before she... before she...

Fluttershy opened the door.

“Fluttershy, you’re here!” Apple Bloom declared zipping up right to her doorstep, stepping back as she took stock of the pegasus. Fluttershy looked like death warmed over. Her eyes were puffy and her cheeks were tear streaked, and there was an imprint of sofa cushion on her left cheek. Her hair was uncombed and frayed and she had bloodshot veins in her eyes. Those eyes widened the moment Apple Bloom ran up to her, and Fluttershy backed up hurriedly trying to close the door.

Apple Bloom stuck her hoof in the way and said, “No wait, Fluttershy! Ah need your help!”

Fluttershy kept trying to pull the door closed, mumbling “I’m sorry I thought you were somepony else I’m sorry I’m very busy I can’t be seeing visitors I’m sorry”

“Please, Fluttershy. Are you okay?” Apple Bloom stared at the distraut pegasus, as Fluttershy’s fierce determination to slam closed her door was actually putting dimples in Apple Bloom’s skin. “You don’t look so good!”

“Please, whoever you are, just... leave me alone!” she said her voice breaking as she couldn’t hold her emotions inside. Apple Bloom grew cold with the sudden realization that Fluttershy was treating her like a stranger because she really didn’t recognize her. Not like this.

“Ah’m sorry Fluttershy,” she said up to Fluttershy urgently, “It’s me, ah’m Apple Bloom!”

The pegasus’s distress was dispersed by her confusion as she looked down at Apple Bloom saying, “...Apple Bloom?”

“Ah know ah’m a colt but ah can explain,” Bloom said desperately, “I really am Apple Bloom, you gotta believe me! Please, I can prove it!”

Fluttershy was just looking at her waveringly, like an animal just about ready to bolt, but she wasn’t trying to close the door anymore. So Apple Bloom ruminated a bit and said, “...the cockatrice. Ah never told no one about it, but you were there. You saved us all that night! And we didn’t even get our damsel in distress cutie marks!”

“Apple Bloom?!” Fluttershy exclaimed again, her wings fluttering worriedly, “Is that really you?”

“Ah know I look like this, but I– I don’t know why. I just woke up this way. But I–I think, ah know you don’t wanna believe me but... ah need your help.”

“I’m so sorry I didn’t recognize you, Apple Bloom. Please, come inside,” Fluttershy murmured, floating back and pushing her door open. “I can ... some snacks maybe, and then you can tell me all about it.”

Apple Bloom was darn hungry in fact. She’d missed breakfast entirely. She followed Fluttershy in, settling to a seat in Fluttershy’s main room. The smell of animals was heavy in her cottage as always, with the bird houses and the squirrel houses and the raccoon houses, but there was another smell in here that smelled strangely enticing.

Fluttershy came back with a plate of cheese and crackers, which must have been what Apple Bloom was smelling because it got stronger when she approached. The two of them nibbled at the plate of snacks in silence for a moment, before Apple Bloom asked Fluttershy, “Is everything okay? You seem like you’re real hard put today. Ah don’t mean to pry, but...”

“Oh it’s okay... Apple Bloom,” Fluttershy said with a noticeable hesitation in using Apple Bloom’s name. “It’s just I haven’t been myself today, not since Discord...” she trailed off looking down sorrowfully.

“What’d Discord do to you?” Apple Bloom asked in alarm. Fluttershy’s voice was the same and she still had the same svelte curves that perfectly accentuated her wide hips that were so easy to catch your eyes. Did he just not turn her all the way into a boy? Could that even happen?

“Me?” Fluttershy exclaimed befuddled, “Oh, no no. He did nothing to me that I didn’t ask for. It’s just yesterday after our picnic, a royal chariot arrived from Canterlot! The princess had sent an envoy, right to my door! She said that the princesses needed a service that only he could provide, and so Discord was summoned to the capital to aid them, until further notice.”

“It was all very exciting,” Fluttershy said somberly, “But it meant he had to... leave... and now ...I’m alone again.” She sighed deeply, placing her half eaten cracker on the plate.

“But enough about my problems,” Fluttershy said fixing Apple Bloom in her worried gaze, “What brings you to see me today at such an odd hour? And why are you a colt?”

Apple Bloom stared unbelievingly because she didn’t want to believe. “Discord’s gone?!” she exclaimed loudly. Fluttershy eeped and cringed back.

“S-sorry,” Apple Bloom said in a lower tone of voice. “Discord’s... Canterlot? The princesses? Until further notice?”

“That’s what the envoy said,” Fluttershy nodded, “She didn’t specify a time frame, nor could she say what service he was to perform, but I think it was implied that it could take a great deal of time.”

“Mah life is ruined” Apple Bloom declared, planting her face solidly on her empty plate in front of her with a thud.

“I’m sorry,” said Fluttershy sympathetically. “Would you like to tell me about it?”

“Ah caint be a colt,” Apple Bloom explained, “It’s too weird and it’s wrong, and ah don’t know how ah can ever face anypony again.”

“Um, I’m not the best to give advice on that,” Fluttershy pointed out, “But if it’s not too much trouble, I was wondering maybe if you could tell me how you became a colt at all?”

Apple Bloom shook her head, “Ah just woke up this way. Like I had some kinda growth spurt, but no filly has a growth spurt into this. So, ah know you two are friends and all, and ah don’t want to go throwing suspicion around, but ah think Discord turned me into a colt!”

“Oh my,” Fluttershy said emotionally. Her beautiful eyes were full of love and sympathy, in that delicate rounded face of hers that fit them so well. Apple Bloom’s groin was starting to tingle unsettlingly for some reason, despite how she tried to ignore it. What was impossible to ignore were two very heavy dangly things that were resting on the floor. “Why on earth would he do that?”

Apple Bloom blushed, and looked aside. “I-it’s mah fault,” she said quaveringly, “Ah thought he could help me with mah estrus, and he did.”

She wiped at her eyes, and looked across the table at Fluttershy more angrily, saying, “He set me up to embarass myself in front of mah whole class!”

Fluttershy was looking at Apple Bloom shyly from the side of her face. It was adorable enough to just get your heart racing. They didn’t put this pegasus on the cover of a model magazine for nothing after all.

“I think you should tell me the whole story,” Fluttershy said, “If you don’t mind, that is.”

One story later, and Fluttershy was shaking her head disapprovingly. “Oh Discord he really was trying to help you, Apple Bloom. He just doesn’t understand things sometimes, about what’s important to ponies. I’m sure he will turn you back into a filly again if you just let him know how much it bothers you.”

Fluttershy looked away, adding somewhat more sullenly, “I don’t know if it would bother me.”

Apple Bloom protested, “But Fluttershy, you’re a mare’s mare! You have the kind of beauty mares would kill for! It’d be a crying shame if he made you into a... a stallion!”

“That being said,” she uttered quietly with closed eyes, “It doesn’t mean I don’t have estrus to worry about. I know I would appreciate... not having to worry about that sometimes.”

Fluttershy was right. Even if she had that beautiful curve to her face, or those enticingly rounded hips, or those long graceful legs, not long enough to keep her luxuriant hair from reaching the ground, she still had a crotch between her legs, and she still had labia, that were no doubt as achy and gooey as Apple Bloom’s had ever been. She would just be standing there with this begging needy look on her face and her ass in the air as high as she could raise it—

And Apple Bloom didn’t have labia. Not anymore. She recalled this factoid right around the time she noticed what being in a small room together with a beautiful mare was doing to her private parts. The reminder was like a snake coming out under her belly, and it made her heart drop into Tartarus when she felt it. She really bucking felt it a lot!

“Oh ah gotta–” she started to stand up– she couldn’t stand up! Fluttershy would see! “Ah... ah uh... could ah have some more crackers?” she gave a desperate smile holding out her plate for the pegasus. That wasn’t cheese and crackers she was smelling, oh Celestia, it was Fluttershy!

Fluttershy seemed confused at Apple Bloom’s sudden distress, but she smiled kindly and bit down on the plate. “I would be happy to,” she said, striding out of the room to her food pantry with her hips swaying so delightfu–no, no no!

As soon as Fluttershy was out of sight Apple Bloom stood up splay legged. She didn’t want to touch it–she didn’t want it to touch anything! There was something coming out between her legs, and Apple Bloom was pretty sure she had a good idea what it was. She snuck over to the front door, and opened it, then tore out of the cottage, her gallopping hindered by what wasn’t quite big enough to call a fifth leg. It sure felt big enough though. She had to hide. She had to find someplace nopony was going to see her like this. She made her way noisily around the town back the way she came making good progress considering her groin situation. It was getting easier too as a something she didn’t want to think about felt like it was shrinking up and not jerking around as much, when her running made the blood start pumping hotly through her chest and thighs.

Apple Bloom knew one place she could go where she didn’t want anypony to find her. She needed to be alone, some place safe where there were no draconequuses and no beautiful pegasi and nopony to see her when she... figured out how to deal with this. So she went with her first instinct, and soon the apple trees embraced her all around as she made a beeline for the Cutie Mark Crusader Clubhouse. She didn’t stop at the ground level, running right up the ramp and into that little private space she and her friends had built themselves. She stood in there, breathing hard and then flopped onto the floor in relief.

“Ah was gonna... she was gonna actually see my... ah can’t believe I’m a colt!” Apple Bloom griped, thumping her hooves on the floor angrily. This was getting ridiculous. She couldn’t keep avoiding herself like this. Who knows when she would be with a pretty mare sometime in the future and it would come out again. They’d want to see it of course, and Apple Bloom didn’t know what she’d do if they did! She felt like cringing away and hiding it like how Rumble had done, but she didn’t want to be a fool like he was. She’d been so disappointed when she couldn’t see his and even Featherweight’s thing more closely. She’d wanted to learn more about it, to see what it was like, and he just kind of got embarassed and hid just like Apple Bloom was doing. But if she couldn’t be confident about it how could she expect him to?

Apple Bloom stood up and bit down on a throw pillow, dragging it over so she could flop on the floor more comfortably. She rolled to her back then, thinking about Discord. That snake probably knew the princesses were going to summon him and did this just to spite them. And now Apple Bloom was stuck. For how long? Days? Weeks? The entire estrus? Not that she was missing estrus at all. Well, maybe a little. How could she be missing that though? It felt terrible! Apple Bloom really didn’t understand why she had certain feelings sometimes. It was like she hated estrus, but ...craved it nonetheless.

Sort of like Moon tea, in fact, just opposite.

What was Apple Bloom going to do now? She couldn’t be just showing it off to everyfilly when it came out, could she? Even if they wanted to see it? She hadn’t even meant to make it come out! She was just looking at Fluttershy and thinking all about how pretty she was and then her groin started to tingle restlessly. Her groin started to tingle restlessly again, making Apple Bloom blush and shake her head to dismiss any thoughts about the butter colored pegasus.

“Why am ah so worked up over this?” she fussed, putting her hooves to her temples. “Ah’m not a monster. Ah don’t feel bucked up, and nopony’s screaming at the sight of me. It’s just an ordinary average c-c-c-colt, and I’m just the ...one who’s inside it. Nothin’ alarming. It’s perfectly natural!” in a completely bizarre unnatural way of course.

“Think, Apple Bloom, what would Rumble do?” Frankly she had no idea what he would do. But she sure knew what she would do if his boy thing came out. She would just about give her left hoof to get another look at one of those things. Wait...

Apple Bloom opened her eyes then, looking at the ceiling in shock. She lifted up her head and just barely glanced at her own groin fearfully. She actually could get another look at one of those things that colts had. She did have a colt right there in front of her right now, to do whatever she wanted with. And he would agree to do anything that she told him to.

Scooting back until the pillow pressed up against the wall, Apple Bloom spread her legs hesitantly. There was a cool hint of sweat, but no gooeyness, stickiness or heat. “It’s okay Apple Bloom,” she consoled herself, “It’s just a–a peni– just a boy thing. You can do this.”

And with that, she squarely sized up her own groin. And there she saw a giant, proud, majestic nothing.

Well not nothing, but whatever she had felt earlier had gone back to whatever passed for normal down there, during her unplanned hemicircumference of Ponyville. What she saw was a soft furred yellow sack laying against the tail in between her legs. The two generous round globes it contained were familiar to any filly who had ever set their gaze under a stallion’s tail when he wasn’t looking. The difference was that these Apple Bloom could feel. Like, she could feel the texture of her tail as they bunched against it. And as she watched, the sack just started tightening up on its own, sending a skin crawling feeling in her groin that was peculiarly neutral and somehow impossible to be horrified about. It felt... natural-like.

While her scrotum decided whether it wanted to be limp or tight under scrutiny, she looked at what for any filly in estrus would be the mother lode. And it really wasn’t much to speak of. Just a little yellow lump above her testes leading to a... well a hole of sorts, but it didn’t have any labia. Unlike that dramatic thing in between a filly’s legs, you almost couldn’t see it if you weren’t paying close attention.

“Ah don’t think colts have a vagina,” she muttered, reaching down with a hoof. She hesitated a moment, but then firmed her brow and just brought her hoof down to gently touch her groin area. It was soft, and warm. The lump inside her had a bit of tension and substance to it. Her teats were almost invisible underneath a much thicker coat of fur down there. She tried brushing them and felt a familiar tingle when she did, but they weren’t nearly as plush as when she had been a filly. There really wasn’t anything there besides those two little nipples, almost incongruous on their lonesome.

She cupped her balls in a hoof. If that wasn’t the strangest feeling ever she didn’t know what is. It was like she did have labia, but they were down there instead, and inside them were these mysterious spheres. Apple Bloom was surprised at how little give her testes had, like two large marbles slipping around in there with just one squishy part at the very top of them. They didn’t clack like a marble when she tapped one with her hoof. They di—

And then Apple Bloom laid back and held her abdomen in her hooves, going, “Oh mah stars...” It wasn’t like a vaginal cramp, with the hot ripping tension of that. No tension at all in fact. It was just sort of like... sort of like that time she got bucked in the solar plexus, and it just ached so sorely like she had come loose down there or something. Not just that little ball thing, but her whole abdomen. The worst part is it took a while for the pain to go away. A flare of pain would have been one thing, but this just had her grimacing, and then grimacing some more. It did fade off eventually, leaving a vaguely nauseous feeling in its wake.

“Okay,” she said, taking in a breath she didn’t know she was holding. “Never doing that again.”

She gave her scrotum the lightest touches, but it seemed thankfully that as long as she was careful she wasn’t going to have that happen. Even the testicle she’d knocked wasn’t really all that sore. She bit her lower lip as she realized that she could feel those things inside her. Big time if you striked them too hard. Well they weren’t really inside her, but dangling out in that sack thing.

She really wished she had a copy of that comparative cross section anatomy diagram, which was pretty much the sole source of her knowledge of the male organs. That stuff was pretty much under lock and key for a little filly though, and they hadn’t really done a good job of teaching her about it, certainly not enough so she could remember all the parts. She remembered a funny word like epididdly, and the penis which was obvious, and that’s about it. An indulgent smile appeared on Apple Bloom’s face as she thought about what she wanted to learn about the penis, that she could learn now that she had one.

Gently prodding the bulging part of her made her feel soft and fuzzy inside, like she was a kitten being petted. She was trying to get it to be a penis though. She tried thinking about Fluttershy again, trying to recall what she’d done, imagining the pegasus in all sorts of compromising positions while stroking herself idly. That did the trick, and Apple Bloom shot her eyes to her groin as that lump bulged against her hoof strongly, and the opening down there perked up, and out of it emerged... a penis.

“Ah really do have one,” she said wonderingly, making it slide out even more. It was like she was squeezing her vagina, but there was no vagina to squeeze. When she squeezed, the penis came out more, and when she relaxed it stopped, but didn’t go back in. It quickly reached a limit when she did that, the limp shaft gleaming in the sunlit air, laying limply against her belly.

“How to get it to stand up though?” she wondered. She lifted it with a hoof, which only accomplished making it dangle over her hoof. It was so warm against her hoof, like a hot cloth lying across it. And her hoof was so firm feeling. She gulped as she could actually feel something firm supporting her from beneath, which could only be her feeling the world with that very penis she was looking at. Feeling your hoof with your own vulva was a lot less bizarre than feeling your hoof with something apart from you, dangling high above your belly. It made Apple Bloom want to squeeze again. And when she did, oh boy. The blood started to flow into her penis and it swelled up right in front of her eyes.

“Wooh,” she said bemusedly. She tried squeezing again, but that wasn’t what she wanted. She wanted to like, rub up against a pole or something. Or maybe to rub something against it. With the softest fleshy part of her right hoof held forward, she tried gently stroking it over the top of her penis. The tickling touch seemed to go deep into her, and she gave a throaty groan as it made her swell up even more.

Apple Bloom took her shaft in both hooves, one on either side. Just gently sliding them up and down the smooth surface. Her penis like, unfolded a second time as it expanded, almost reaching her belly button. Now it was getting to look like Rumble’s. She could even feel that beautiful ridge around the center of the shaft. The whole thing felt glorious to rub, like scratching a deep itch, but it was the bulbous tip that was the most sensitive. It was thick and throbbing at her like it was looking her in the eye.

The penis coming from her own groin had fully extended. It started out the color of her fur as if the fur color was bleeding into it, and then grew mottled and finally a fleshy pink for the second half of the shaft. It was just like Rumble’s. She traced her frog along the mottling with fascination, that it might be in her colors now. And at the tip of that fleshy pink cylinder pointing right Apple Bloom was that thick cushy round pad looking thing, with a dimple in the center that was so amazing to touch.

“Ohh my, Scootaloo was right,” Apple Bloom said, tossing her head back when she pressed against her cock tip like a button. It was so sensitive at the tip. The whole shaft felt like a giant clitoris just sticking out from her, cradled gently and obscenely in her hooves. It was a lot ...duller than her clitoris though, but that was actually was amazing because, it was like she could keep touching her clitoris and didn’t have to pull back or ease off. The pleasure built up so slowly and gradually that she wasn’t feeling pained or overwhelmed, just incredibly gratified. She really wanted to rub this shaft!

The reason for the dimple became clear, when a clear fluid started to dribble out of it. It was like a hole that went deep into her shaft. She touched the fluid experimentally, and it came up with her hoof in sticky strands. It was just like girl stuff! She moaned and started rubbing again at the thought of girl stuff, and the more that she smeared that liquid dribbly stuff all over her shaft the more incredible it felt. She could stroke it now, not just gently pet it. It was like plunging into a warm bath. It made the sensation so much stronger. She couldn’t get enough of making her shaft as slippery and slimy as possible. It was so gross. It was great!

She started thinking about Scootaloo, putting on such a brave face in her estrus. It wasn’t Fluttershy sticking her ass in the air and lifting her tail out of the way. It was Scootaloo, and the more Apple Bloom thought about how Scootaloo must be so hot and slimy and achy down there the more she had to moan as the imagery made her shaft just buck against her hooves. Apple Bloom wasn’t letting it go though. She–she had to rub it! It was like her clitoris and... and it was going to make her orgasm!

Apple Bloom sped up at the thought of that, her hips rocking automatically just like they did when she was a filly. But she wasn’t a filly anymore, and colts didn’t have estrus. And that meant Apple Bloom could orgasm, and feel like that and there would be no consequences! Her breath was huffing out hotly and she was hunching forward just wanting to plunge herself onto her own cock and give it the attention it demanded. Her balls were looser at first but started to tighten up and hug close to her shaft. It was so stiff now it was like a pole. A pole with just a bit of give to it. Velvety soft and eager to be touched all over.

It didn’t have to be just Scootaloo either. Sweetie Belle had been absolutely red faced at Apple Bloom this morning. That meant that Sweetie... Sweetie really wanted something like this. She’d be all over this penis, rubbing herself and and being with it. Apple Bloom was imagining both of them now, in that masturbation session back then that they spit swore to never tell another soul. Except this time they were in estrus. Sweetie was looking at Apple Bloom with a burning hunger, and Scootaloo was just writhing from the pleasure, her hoof already bringing her to the height of ecstasy as she stroked her soft lips. They were looking at her, begging at her to end their estrus. They wanted her. They wanted this penis that was throbbing between her legs, and she would give it to them. She would just... they could have it all they wanted. Touch it, rub it, smell it. They would orgasm so bad they’d be bucking into the air, and then...

Oh golly Apple Bloom was going to orgasm so hard. She let out a deep wordless groan. She didn’t even have a vagina so she had no idea what would be clenching down, but she didn’t care anymore. She just wanted to rub this penis until she was squealing and twitching on the floor, and she drove herself to do just that as Scootaloo watched with wide open eyes, standing there in the doorway of the clubhouse with her wings fully outspread.

Just to make things clear, that last part wasn’t a fantasy. Scootaloo was standing there in the doorway of the clubhouse for who knows how long while Apple Bloom had been rubbing her slippery dick obliviously. Apple Bloom was stuck there splayed out on the floor in front of Scootaloo’s, fully erect and on display with absolutely nothing left to the imagination.

And Scootaloo was staring directly at it.

“A-ah can explain!” Apple Bloom exclaimed, her hooves going wide and her voice cracking just like a‒ a boy’s. Her dick hit the floor with a thud. Scootaloo didn’t so much as twitch a feather. Oh horseapples how was she going to explain ...this?!

“…Uh.” Apple Bloom gulped and forced a smile, trying not to freak out or look too guilty about the fact that she’d basically (literally) just masturbated thinking about the filly in front of her. It hadn’t even been like when they masturbated together before. The more Apple Bloom had stroked this thing, the more she had wanted Scootaloo. Taking her and ravishing her and being whatever a boy was supposed to be.

Scootaloo seemed to snap out of her trance, looking at Apple Bloom in the face and saying, “Y-you were the colt in class! You’re... Apple Bloom?”

“Finally! Somepony figures it out!” Apple Bloom exclaimed in exasperation. She blushed then and tried to squirm her legs shut over that shaft. But the filly in her knew just what Scootaloo needed so she forced herself to stay exposed... vulnerable but, fully visible. “Ah mean, s-sorry, it’s just... ah got turned into a boy this morning.”

“You sure did...” Scootaloo said in a daze. “Miss Cheerilee thought you were another c-colt. You were marked absent because she didn’t know, but I thought that, maybe...”

Her voice shook as she spoke, and Apple Bloom couldn’t help notice her eyes were darting rapidly back and forth between Apple Bloom’s face and her crotch. She really wanted to know how much Scootaloo had seen. Had Scootaloo just come in? Apple Bloom curled over herself trying to make the stubborn protrusion between her legs less of a hindrance. She stood up all the way wincing as the sensitive flesh slid across a clubhouse floor that really could be sanded smoother. Collecting herself, Apple Bloom prepared for her lengthy explanation.

“Discord.”

“...oh,” said Scootaloo. That seemed to explain it right nice for her. But she still had her eyes glued to Bloom’s crotch. Apple Bloom couldn’t help but suspect that Scootaloo couldn’t pay attention to anything else right now. Apple Bloom tried to get the penis to retract out of sheer force of will but it seemed happy to dangle there against her wishes, never getting lower than half mast.

“So you were the new boy in class,” Scootaloo concluded. “I couldn’t even tell it was you, because you looked really really...” she paused an uncomfortable amount of time, “...different.”

“Scootaloo, you’re starin’” Apple Bloom said in an uneasy tone.

“S-sorry!” Scootaloo said, tearing her eyes away, turning her head to the side and looking at the floor.

“It’s just...” she said in between frustration, disbelief and amazement, “You’re a boy!”

“Ah told you, Discord!”

“Wasn’t he supposed to be good now?”

“Yes but”

“Have you told Applejack?”

“No ah‒”

“Isn’t she and her friends supposed to totally kick his ass if he does this?”

“Ah told Fluttershy but‒”

“Why in freaking Tartarus did Discord turn you into a boy?”

Apple Bloom heaved a weak sigh. “It’s a long story…”

It had been a long story, but Apple Bloom didn’t see how it was so much a funny story. She stared crossly at Scootaloo, who was busy laughing her feathers off.

“How about a colt?” she crowed.

“Tain’t funny,” Apple Bloom grumbled.

“Last... thing on your mind!” she gasped

“Yeah yeah, rub it in why don’tcha,”

“Rub it in—!”

You know, Apple Bloom couldn’t help but observe how Scootaloo sounded a lot like Rainbow Dash when she was laughing hysterically. Apple Bloom had never noticed it before because Scootaloo rarely laughed much at all, much less hysterically. Not sure what was up behind that. But this seemed to set her off big time. Rub it in. Heh heh.

Apple Bloom couldn’t hold back a small chuckle herself. This day was so bucked up. Why did there have to be so many dosh gone funny things to say about waking up with a penis? Apple Bloom wasn’t supposed to be enjoying it. Scootaloo calmed down eventually, and asked a coherent sentence,

“Why did you even listen to him? You know Discord can’t be trusted.”

“I know I just I wasn’t thinking straight. It was the‒ mah estrus was gettin’ real bad and I just‒ I just wanted some relief, you know?”

Scootaloo got quiet at that, still pointedly not looking in Apple Bloom’s direction. That was starting to get as annoying as the staring earlier. Looked like Scootaloo was thinking real hard about something. Apple Bloom felt nervous in the silence and started to say, “Look I‒”

“What’s it like?” Scootaloo asked tensely.

Apple Bloom swallowed nervously, “Ah don’t know it’s been like an hour since I even noticed!”

“Y-you were rubbing it with your hooves,” Scootaloo said accusingly, “Why were you doing that?”

Apple Bloom felt like she was going to turn into Big Mac she was blushing so hard. She thought about brushing it off or denying it, but... this was her friend! She couldn’t just... just hide from her like that.

“...it’s sort of like a clitoris,” she mumbled, barely audible.

“Like a what?” Scootaloo repeated, craning forward and tilting her ears eagerly.

“It’s like a clitoris, okay?” Apple Bloom said, crossing her hooves. “Ah was rubbin it so’s I could orgasm. Happy now?”

“Wait, really?!” Scootaloo exclaimed, pulling back in surprise. “I was totally joking about that earlier!”

“It’s kinda better than a clitoris,” Apple Bloom admitted, “You don’t have to keep away from it. You can just keep rubbin’ it and it just feels right nice and relaxin”

“It sounds amazing,” Scootaloo cooed, her eyes firmly glued to Apple Bloom’s thigh, and... what lay behind it. This time Apple Bloom didn’t dissuade her from looking. Scootaloo staring at her was better than Scootaloo looking away from her, ashamed. The penis had mostly shrunken away anyway, and wasn’t making Apple Bloom feel as self conscious as she had with a big twitchy log dangling between her legs.

“Don’t get too attached to it,” Apple Bloom told Scootaloo chidingly, “As soon as ah track down that snake Discord ah’m gonna get it removed and be a filly again.”

“Why??” Scootaloo blurted, eyes bugging out, looking Apple Bloom in the face for once. Then she folded her wings and bit her lip, adding “I‒I mean you don’t even get estrus! How awesome is that?”

“It’s nice for sure, but it’s too weird. Ah mean, this thing won’t even stop comin’ out every time I see a pretty filly,” Apple Bloom complained.

“Oh what, so I’m not pretty?” Scootaloo offered in a wry tone, stretching out a leg with a lopsided smile.

“N-no that’s just it, I mean‒” Apple Bloom suddenly found herself on the spot again. Could she tell Scootaloo she was fantasizing about her? What would Scoots think if her trusted friend just wanted to get behind her, and grab her tail and‒ “I mean, uh,”

“You do think I’m pretty?” Scoots asked hesitantly, as if she didn’t believe it herself. That was... that was terrible. Scootaloo wasn’t ending it in a wise crack or anything, just looking at Apple Bloom with this vulnerable look in her eyes, like she was waiting for Apple Bloom to make a joke about it and deny it. Like she was used to ponies doing that. Well Apple Bloom decided to give an honest answer, so... her fantasies strong in her mind Apple Bloom gave Scootaloo a good long look.

Scootaloo’s slim boyish curves barely suggested just enough that you could mistake her for a colt at first glance. But that wasn’t ugly, it was subtle and exciting, like discovering a secret about somepony that they only shared with their most trusted friends. There was an intense, fiery look in her eyes, like she was ready to jump forward and grab you at a moment’s notice. Scootaloo brought her own musky spicy smell into the clubhouse with her, and it always smelled like cinnamon to Apple Bloom. It’d never bothered her before but, now that scent of Scootaloo smelled really good for some reason. Just inhaling, Apple Bloom felt the weird stirring in her groin, her new balls shifting around on their own for mysterious purposes. For better or worse, Apple Bloom looked at the scruffy awkwardly crouched animal before her and could think only one thing.

“I don’t want you to get the wrong idea,” said Apple Bloom, “But you’re just gorgeous right now, Scootaloo. And uh, I was thinkin about you uh, between your legs and couldn’t stop thinkin about it. You and Sweetie Belle. That’s why I was rubbing my... this penis in me here.”

Scootaloo seemed more nervous than flattered by Apple Bloom’s words, but the surprise in her eyes as somepony told her she was beautiful hit Apple Bloom hard. They were best friends, but when had Apple Bloom ever told Scootaloo she was pretty? Scoots had every right to call herself pretty, and she always seemed so tough and carefree that Apple Bloom hadn’t even thought she’d like something as sissy as being pretty. But how often did anypony tell Scootaloo she was pretty? How often had a colt done it?

How often had Scootaloo been told that she wasn’t?

Scootaloo shivered from head to tail, her whole body quivering with the thoughts in her head, before saying “Can you... make it come out again?”

Dammit Scootaloo stop being such a woobie.
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