hotsauce presents:

Filly Foolin’ 2: Camp Out Capers 

Deep in the Whitetail Woods, in a little glade which nestled in the curve of the gentle river from which the woods got their name, the little foals of Ponyville Elementary were busy setting up tents. It was the annual Camp Out, usually one of the happiest events in the school calendar - but at least *one* little pony wasn’t having much fun.

“D’we really have ta share a tent with Diamond Tiara and Silver Spoon?” Applebloom asked Miss Cheerilee in annoyance, pointing at the two mean fillies who were standing by and laughing at Snips and Snails as they tried to erect their own tent. 

“All the tents are five-pony tents,” explained Miss Cheerilee with a gentle smile. “And the three of you wanted to be together, which leaves *how* many spaces left in your tent?” She left the question hanging in the air.

“Ooh, ooh I know!” squealed Sweetie Belle, hopping up and down excitedly. “Two! Two!”

“Augh!” Scootaloo shook her head. “But why does it have to be *those* two?”

“Yeah!” said Sweetie Belle. “Why couldn’t Twist be in our tent?”

Applebloom kicked Sweetie with a hind hoof, but Miss Cheerilee was already answering her question. “Twist asked to be put in a different tent-” But before she could continue there was a sudden crash as Snips’ and Snails’ tent collapsed on top of them, and Cheerilee shook her head. “I have to go sort that out,” she said.  “Now all of you get to work and help Diamond Tiara and Silver Spoon set your tent up!”

The three Cutie Mark Crusaders walked over to where the roll of canvas, metal poles and ropes were lying in a pile. They were soon joined by Silver Spoon and Diamond Tiara who, having quickly lost interest in the slapstick of the two clumsy colts, trotted over to join them.

“Oh, perfect timing, Cutie Mark Crusaders,” said Spoony, a poisonously sweet smile appearing on her face. “We’ve been waiting for you to come help put this tent up.”

“But you haven’t even started yet!” protested Scootaloo.

“We were just thinking about the best way to do it efficiently,” said Tiara. “And we decided that it was better if we waited for you three to join us before we started.” 

Spoony giggled and pointed at the jumbled pile. “Scootaloo, you’re the tallest so you should hold up the metal poles. Applebloom, since you’re the strongest, you should knock the pegs in. Sweetie Belle, we know how much you loooove fabric, so you should wrap the tarpaulin.”

“But wha’ are you two goin’ ta do?” demanded Applebloom.

“We’re your managers, silly!” laughed Tiara. “Somepony needs to keep you fillies on task. Besides, you might even earn a tent-setting-up cutie mark and Spoony and I would never, *ever* forgive ourselves if we stood in the way of that!” 

“Why, you mean little…!” Scootaloo was about to advance on the two bullies, but Applebloom put her foreleg in her way.

“Let’s jus’ do it,” said the little earth-pony with a sigh. “Ah’m kinda tired of arguin’ at the moment.”

Scootaloo looked at her friend in sudden concern. That sure didn’t sound like the Applebloom she knew! But the little earth pony had already picked up the mallet in her mouth and with a sigh Scootaloo turned away from the still giggling Tiara and Spoony and went to help her.

Sweetie was also hard at work. “Dumb fabric,” muttered the little unicorn as she took the edge of the tent roll and started to pull it out flat on the ground. But suddenly the tarpaulin flew back with a snap and wrapped her up in it and then went rolling down the hill towards the river. Scootaloo and Applebloom dropped everything and galloped after the bouncing and careening roll while the two mean little fillies’s giggling turned to boisterous laughter.

“Oh, I just *love* camping out,” said Tiara, slipping a foreleg around her friend’s shoulders.

“Me too, Tiara,” said Spoony, looking quickly left and right and then resting her head on Tiara’s shoulders when she knew nopony was looking.

*	*	*

After dinner, Miss Cheerilee left the students to their own devices until bed time. The three Cutie Mark Crusaders sat around their own little fire, tired and dirty from their tribulations with erecting the tent – and not just that! Even the fire had taken them half an hour to light, and they’d been covered in mud and twigs and ash in the process. 

Scootaloo sat throwing popcorn kernels into the fire while Sweetie Belle toasted marshmallows on the end of a stick she held in her mouth. But Applebloom just looked into the flames and sighed.

“Hey, didja hear, didja hear?” said Sweetie suddenly. “Archer got bitten by a leech. It was so totally gross! Miss Cheerilee said she’d put salt on it, but Archer freaked out and tried to pull it off and now there’s blood *everywhere*!”

“Oh, that’s an interestin’ story,” said Applebloom, not really listening.

“Interesting? It’s *hilarious*!” chuckled Scootaloo. She threw another kernel on the fire and laughed as it popped and then shrivelled up in the flames.

Sweetie turned to Applebloom. “Something’s worrying you,” she said, her face serious. “I can tell.”

Applebloom sighed again.

Sweetie turned to Scootaloo and whispered, “Maybe she has a crush on some pony.” 

“It’s Twist,” replied Applebloom with another sigh.

Scootaloo’s eyes went huge. “You have a crush on *Twist*?”

“Wha’? No!” Applebloom was horrified. “Ah don’t have a crush on Twist! It’s just…” She tossed a dried leaf onto the fire and watched as its edges curled up until it burst into flames and turned black. “It’s just that we’ve kinda… *drifted* away from each other. Ah guess that since she’s got her cutie mark an’ all, we don’t really have that much in common no more.”

Her friends didn’t reply. They’d noticed the very same thing. Twist was hanging around with the older fillies more and more these days – and she’d even been hanging around with boys as well!

“I know what’ll cheer us up,” said Sweetie suddenly. “Let’s play some Truth or Dare!”

“That stupid game,” muttered Scootaloo. Every time they played it she always seemed to end up having to doing some ridiculous dare of Sweetie’s, and she knew better than to give the cheeky little unicorn foal a chance to make her look silly.

“It’s not stupid!” said Sweetie Belle, annoyed. “My big sis plays it with her friends all the time.”

Applebloom’s face brightened. “Actually, tha’ sounds like a great idea. So who wants to go first?”

The three friends stared at each other in silence.

“Augh!” muttered Scootaloo at last. “Alright, I’ll do it. Just to get it over with.”

“Truth or Dare!” chimed the other two fillies. 

Scootaloo lifted a forehoof to her chin and thought for a moment. “I choose – dare!” She flared up her wings and glared at her friends in defiance of them finding a tough enough dare for her to perform.

Sweetie giggled. “I dare you to…. Eat all these marshmallows!”

Scootaloo’s face fell. “Aw, Sweetie Belle! You *know* I hate marshmallows. They’re just pure sugar!”

“Aw, don’ be such a big baby,” laughed Applebloom. The game was already starting to cheer her up. “Would you prefer ta do truth instead?”

“Oh alright,” said Scootaloo. She grabbed the big bag of marshmallows Sweetie offered her and one after the other she stuffed them into her mouth, grimacing each time. Finally she came to the last hoof-ful, and she needed the other two fillies’ help to stick them into her mouth.

“Yer supposed ta swallow, you know,” said Applebloom, chuckling.

Scootaloo rolled her eyes. The candy in her mouth had begun to melt and a thin trickle of white liquid started to drool out of one corner of her mouth. At the sight, Sweetie began to laugh.

“Hey Scootaloo!” she cried, “It looks just like your mouth is full of come!”

“Her mouth is fulla wha’?” repeated Applebloom. “What in the hay are you talkin’ about, Sweetie Belle?”

Sweetie opened her mouth to reply but Scootaloo punched her on the shoulder with a forehoof and then madly swallowed down all the white goo.

“Ow!” cried Sweetie, rubbing her shoulder. “What’d you do that for?”

Scootaloo glared at her, and the little white unicorn’s face suddenly lit up in understanding.

But Applebloom had already forgotten about the whole thing. “So whose turn is it next?” she asked, eager to get to her own turn. 

Suddenly there was the sharp crack of a twig snapping nearby and the three fillies, startled, turned to see Spoony and Tiara slip into the light of the campfire.

“Are you three playing that little foals’ game?” asked Spoony, her beautiful face made somewhat grotesque by the sneer it wore and the flickering light of the campfire.  “How *totally* lame.”

“What have you two bin doin’?” asked Applebloom, her eyes accusing. “Miss Cheerilee said we weren’t supposta go out into the forest when it’s dark.”

Tiara she looked at Spoony and the two of them blushed deep red. “Oh, nothing that would concern you, Applebloom,” said the pink-coated filly with a sniff. “We just went for a walk because it was so boooring sitting around here at the camp doing nothing.” 

“Then why don’t you join us?” asked Sweetie. Scootaloo and Applebloom both glared at the little unicorn, but she just looked back at them and shrugged. “Aw, the game’s so much more fun with more ponies playing!”

“Ah guess yer right,” said Applebloom. Anyway, there was a chance they could get the two mean fillies to do something embarrassing, and that would go a long way to cheering her up!

Tiara and Spoony looked at the laughing CMC and then at each other. It did look like they were having fun!

“Oh alright,” said Spoony, sitting down with Tiara on the edge of the blanket a little away from Applebloom and the others. “We’ll play your silly game.” 

Scootaloo looked from one to the other of the two mean fillies. “So, who’s gonna go first?” she asked, a smirk on her face.

“Spoony!” said Tiara, “Tiara!” said Spoony at exactly the same time.

“You can’t *both* go at the same time!” protested Sweetie Belle.

A quick game of rock-scissors-paper decided the matter and Spoony had to go first.

“Truth or dare!” chorused the little foals.

“Truth,” said Spoony nervously.

“Do you have a crush on anypony?” asked Applebloom through narrowed eyes, a soft smile on her face.

Spoony’s eyes straight away flicked to Tiara and she swallowed. But she quickly turned back and, flustered, chose “Dare!” instead.

Sweetie opened her mouth, ready to suggest a dare, but Applebloom leaped in instead.

“Ah saw Twist and Pip going off together into the woods earlier,” she said. “I dare ya to follow them and find out what they’re doin’!”

“What a lame dare,” sniffed Tiara. “Are you sure you foals know how to play this game?”

“A dare is a dare,” said Scootaloo. “Unless you’re too chicken! Maybe you wanna do truth instead?”

“Alright, I’ll go,” said Spoony with a sigh. She got to her feet and picked up a torch in her mouth.

“Ya don’t  need t’ take a torch,” said Applebloom. “Princess Luna’s moon’s jus’ come up – you’ll be able to see everythin’.”

Spoony glared at the little rose-maned filly, but then with a shrug she put the torch back down and disappeared into the darkness outside the ring of the campfire’s light.

Scootaloo leaned over to Applebloom and whispered. “Nice work! With Silver Spoon gone, we can have some fun with Tiara for a little while.” 

Tiara looked across the campfire at the three Cutie Mark Crusaders, who had suddenly started to stare at her. With Spoony no longer by her side she was feeling a bit out of place, but she quickly went on the offensive.

“So I guess you guys have been looking forward to the camp out all year,” said Tiara with a smirk. “Maybe one of you will get a ‘camping out’ cutie mark!”

Sweetie Belle looked at the others. “I guess it *could* happen.”

“The only way to get a cutie mark is through lots of experience,” continued Tiara haughtily. “Just like Spoony and me.” 

“Don’t you think we already know that?” said Scootaloo hotly.

Tiara shrugged. “Oh, it’s alright I suppose. While you’re still a little foal you don’t have all the worries that a grown up does.”

“But you’re the same age as us!” protested Sweetie.

Tiara snorted. “Being grown up has nothing to do with age,” she said. “But I guess you foals have no idea what I’m talking about…”

“We do too!” said Sweetie, annoyed.

Applebloom looked at Tiara. “Yer still talkin’ about experience, right?”

Tiara nodded. “Me and Spoony have done all sorts of grown up things!” she said, lifting her snout haughtily in the air.

“Like what?” demanded Scootaloo through narrowed eyes.

Tiara blinked. “Uhhh….” She couldn’t very well tell them about the things her and Spoony did!

Applebloom snorted, unimpressed. “Well, ah’ve done some grown up stuff!” She drew closer to the others, her voice a low conspiratorial whisper. “One time ah snuck myself some cider while Big Macintosh and my sis had their backs turned.” 

“You’ve drunk cider?” Scootaloo’s eyes went wide. 

“Wow!” cried Sweetie. “What did it taste like?”

“Jus’ like applejuice,” said Applebloom, her chest swelling at the other fillies’ impressed reactions. “But a bit bitter, too. And it had lots of bubbles, jus’ like sarsaparilla!”

“So did you get drunk?” asked Tiara, who was also leaning forward. The one time she’d attempted to try some of her dad’s dandelion wine, she’d been caught and got a spanking. Her little rump still stung from it!

Applebloom opened her mouth to say that she had, but she quickly felt bad about lying, so instead she said “Well, ah dunno. But ah felt a little dizzy afterwards, and sleepy.”

Tiara nodded. It sounded like Applebloom was telling the truth – sometimes her dad would have a few drinks and he’d start walking a little strangely, and often she’d come down for a drink of water after going to bed and she’d find him on the couch, already asleep.

“But did it feel good?” pressed Sweetie.

Applebloom nodded. “It sure did!”

Suddenly there was a rustling in the bushes not far from them and the fillies around the campfire fell silent, worried that somepony had been eavesdropping – but it was just Spoony, back from her dare. She stepped into the glowing circle of the campfire, a strange look on her face, and quickly sat down on her haunches next to Tiara.

“So what did ya find out?” asked Applebloom eagerly. 

Spoony found it hard to meet Applebloom’s gaze and she stared at the fire instead. “Well….” 

“Come on, tell us!” said Scootaloo. “Or did you chicken out after all?”

“Oh, just tell us what you saw, Spoony!” said Tiara impatiently.

Spoony leaned forward and whispered hoarsely. “I found the two of them in a little glade near the river. Pip was lying down and Twist was kind of kneeling over him. At first I thought she was helping him because he’d hurt himself, but then I saw her head going up and down.”

“Her head was going up and down?” repeated Applebloom, utterly confused.

Spoony’s eyes went wide.  “She was sucking on Pip’s weenie!”

“Gross!” cried Applebloom in horror. “Why in Equestria would she be doin’ tha’?”

“Oh, sucking on weenies isn’t *that* gross,” said Sweetie, but when Scootaloo glared at her and she realized what she’d just said, her forehooves flew up to her mouth. 


Luckily Spoony was still breathlessly describing what she’d seen, so Applebloom hadn’t noticed.  “And while she was doing it, Pip was squirming and moaning so loud it was like he was in pain or something.”

“Oh, it doesn’t hurt,” said Sweetie. “It just feels so good that they have to moan and stuff.”

This time Applebloom heard her. “How in tarnation d’ya know so much about tha’ sorta thing?” she demanded. 

Tiara was looking at the little white unicorn with a mixture of surprise and grudging respect. “So what base are you on, Sweetie Belle?” 

“’Base’?” Sweetie blinked in confusion.

“Oh, you can be such a foal sometimes!” sighed Tiara. “You know - it’s how far you’ve done stuff with somepony.” She counted off on her hooves. “First base is kissing, second base is letting a colt touch your boobs, third base is touching each other between the legs and stuff, and a home run is…” She blushed. “You know – *doing* it!”

“’Doin’ it’?” repeated Applebloom.

“She means letting a stallion put his weenie inside you,” said Scootaloo.

“Yer can do that?” asked Applebloom, her eyes wide. She looked at the other fillies and suddenly her stomach sank. Everypony except for her knew all about this stuff, even her best friends! “So wait – which base is everypony on?” 

Tiara and Spoony looked at each other then turned back to the CMC.

“Tiara and I are on third base,” said Spoony, blushing.

Applebloom didn’t say anything, but turned to Scootaloo who was smiling with uncharacteristic shyness. “How about you, Scootaloo?”

“Well,” said Scootaloo sheepishly. Usually she’d have refused to answer a question like this one, but the sugar in all the marshmallows she’d been dared to eat had gone to her head and her inhibitions were lowered. “Let’s just say that I… I kind of hit a home run recently.”

Applebloom’s jaw dropped. “A home run? With who?”

Scootaloo stared at the ground, kicking the dirt with a hoof and blushing fiercely. “Well, it’s kind of a secret.”

Applebloom turned to Sweetie Belle, who blushed as well. “Aw, Sweetie Belle, not you too?”

The little unicorn nodded, her eyes glued to the ground. 

“Even Sweetie Belle’s done it?” cried Applebloom in despair.  “But the farthest ah’ve gone is first base!”

The two mean fillies started to giggle. 

“Oh, it’s nothing to be ashamed of,” said Tiara with a smirk. “I guess some fillies are just… late *bloom*-ers!”

The joke made Spoony laugh out loud. “Oh Tiara, you’re sooooo witty!”

Little tears had started to roll down Applebloom’s cheeks.  “I really am jus’ a baby!” she wailed.

“Hey, you big bully!” Scootaloo trotted up to Tiara, a scowl on her cute little face. “Stop saying all that stuff!”

“Yeah!” said Sweetie Belle, who had thrown her forelegs around Applebloom’s shoulders and was holding her as she cried.

But Tiara just laughed, and taking Spoony by the forehoof they both galloped out into the moonlit night until only their giggling could be heard.

Scootaloo shook a forehoof at the darkness. “You two better gallop! If I catch you…!”

“Aw, jus’ let ‘em go, Scootaloo,” said Applebloom, wiping at the tears in her eyes with her forehooves. “Ah’m in no mood ta fight.”

“Don’t listen to those guys,” said Scootaloo. “Just because you haven’t done any stuff like that doesn’t make you a baby.”

“Yeah!” said Sweetie Belle. “Besides, Diamond Tiara and Silver Spoon have only done that kinda stuff with each other. *Any*-pony can do that!”

“With – each other?” Applebloom’s eyes went impossibly wide. “Yer mean-” Her voice lowered into a hoarse whisper. “Filly-foolin’?”

Sweetie nodded. “Uh huh! I caught them doing it in the Whitetail Woods. But don’t worry – the human taught them a lesson.” She laughed. “He’s really good at doing stuff like that!”

Behind Applebloom, Scootaloo was desperately gesticulating for the little unicorn foal to stop talking, but it was too late. “Th’ *human*?” repeated Applebloom. 

Suddenly everything fell into place and the little earth pony looked from Sweetie Belle to Scootaloo and back again. “Don’ tell me ya’ve been doin’ stuff – with *him*?” Her face was a mask of horror.

Scootaloo rubbed her head with a forehoof sheepishly. “Well, maybe.”

Applebloom’s shock deepened. “But he’s a grown-up! Ain’t that sorta thing illegal?”

“He’s not such a bad guy, you know,” protested Sweetie. “He’s been helping Scootaloo with her running and he’s much kinder to me than my big sister is!” 

“He never forced us to do anything,” added Scootaloo. “And he’s so much cooler than all the lame colts in our class. I mean, come on-” She stuck out her tongue. “Snips and Snails?”

“Pipsqueak is kinda cute,” said Sweetie.

“He’s a bit too young,” said Scootaloo. “And besides, Twist got there first.”

The sudden reminder of what Twist had been doing forced Applebloom into a deeper despair. “Ah – ah jus’ don’t understand nothin’ anymore,” she said, slumping back onto her haunches.

For a long time the three Cutie Mark Crusaders sat there in silence, and nothing was heard except for the far off sounds of other foals talking in their tents and the occasional ‘pop!’ of a leaf or twig in the campfire.

Suddenly Applebloom stood up.

“You OK?” asked Scootaloo. The look on little rose-maned filly’s face was unreadable.

“Ah jus’ need t’ be alone for a little while,” replied Applebloom coldly. “Ah’ve got some thinking to do.” And then she slipped away into the darkness. Sweetie got up to follow her, but Scootaloo touched her shoulder and shook her head.

“Let her go, Sweetie Belle,” said the little Pegasus foal, her violet eyes sad. “She’ll be okay.”

“I hope she doesn’t get the human in trouble,” said Sweetie Belle, tears starting in her own green eyes. 

*	*	*

“Ah jus’ knew that human was up ta somethin’!” muttered Applebloom as she walked through the woods in the direction she knew the river was. Her eyes, used to the bright yellow and orange of the campfire, had at last accustomed themselves to the ghostly light of Princess Luna’s moon hanging overhead, and the way became easier, revealed by the magic of moonlight.

The little filly looked up at the kindly silver-blue orb lighting her way and sighed. “Oh Princess Luna, thanks fer yer help - but ah still feel so sad!” 

But as she walked her sadness quickly became anger. Jus’ what was *with* that human anyway? Playin’ around with foals when there were all sorts of beautiful single mares in Ponyville. Why would somepony do that?

“Ah guess he jus’ finds foals cute,” she reasoned. That kinda made sense, didn’t it?

But why did it hafta be her two best friends?

…and why hadn’t he tried to do any of that stuff with *her*? 

“Ah guess ah jus’ ain’t cute enough,” she muttered, squeezing her eyes tight to try and stop the tears that suddenly threatened to burst out.

Soon Applebloom could hear the bubbling of the river ahead, and as the trees thinned out a silver-blue ribbon of reflected light appeared enticingly beyond the woods. But then she heard something other than the flowing of water over river pebbles. Jus’ what *was* that? It sounded like whispered voices and giggling!

A few feet later she reached the river and realized that the sounds were coming from a little way upstream, so she crept along the bank on the sand so that her hoof-falls wouldn’t be heard.

There was a tiny path, almost invisible, that suddenly lead away through some sassafras trees and into the darkness, and the little earth pony, her heart in her throat, slipped along it. But no sooner had she begun when the path quickly opened into a little shadowy glade. The moonlight illuminated the nearer side, but in the farther shadows there was movement that she could sense rather than see. There was somepony there!

An’ it was more than jus’ one pony! The two shadows were close together and the strangest sounds were coming from them. Were they wrasslin’ or fightin’ or somethin’?

Suddenly she felt cold in the pit of her stomach. It… it wasn’t Twist and Pipsqueak, was it?

Applebloom crept closer. It was lucky that she was small and light, as it made her one of the best sneakers in all of Ponyville Elementary. She nimbly hopped over fallen logs and twigs and crisped-up leaves and ducked under low-hanging tree boughs and creepers until she was almost so close she could have reached out and touched the two shadow-ponies. 

The muttering and whispering had now resolved into whispered words, and Applebloom could at last understand what they were saying.

“Shhhh, shhhh!” said one of the voices. “You’re going to get us caught!”

“Everypony’s back in the camp!” whispered the other. “Nopony will find us. Stop worrying!”

“Hhhhey – stop! Don’t lick me there… oh!”

Suddenly one shadow pushed the other into the shafts of moonlight and Applebloom immediately recognized the coiffured lavender mane with its white streak.

It was Tiara!

“Spoooooony!” gasped the mean filly hoarsely, sitting up and rubbing her butt which she’d landed on. “Don’t be so rough!”

Silver Spoon leaned out of the shadows and slipped on top of her friend. “Oh, stop complaining Tiara. I know you like it.” She brought her face close to the pink-coated filly’s and glued their lips together.

Applebloom’s eyes went wide. Wha’ in Equestria did they think they were doin’?

Tiara struggled, but it was all pantomime. She was soon embracing Spoony and drawing her closer down onto the dew-laden grass, and as she did she wrapped her hind legs around Spoony’s hips, her hooves hooked together at the small of her back. 

“Oh!” gasped Spoony against Tiara’s lips. “You’re… you’re so sticky down there, Tiara.” 

“You are too!” laughed Tiara. She lifted her butt off the ground and began to rub her pelvis against her friend’s.

Applebloom had never seen anything like it. So her friends had been telling the truth. They *were* filly-foolers! 


As she watched the two fillies roll around on the grass, humping each other, their tongues darting in and out of each other’s mouths, Applebloom begun to feel funny. A strange flutter had appeared in her tummy, like dozens of butterflies were stuck inside, and her chest felt like somepony was squeezing it. And all the while there was a prickly itchiness in her body, like when she’d brushed past that poison ivy on the camp out last year – but the itchiness wasn’t just on her skin, it was inside her bones as well!

The sensations were getting stronger now, and Applebloom felt her chest swelling up like a balloon, but the strangest thing was that a certain part of her was getting hotter by the second. She slid a forehoof down and gingerly touched herself where the sensation was strongest, and she almost yelped.

She’d had no idea it would feel so good! She’d felt the funny tingly sensation a few times before, while climbing the rope in gym class or sliding down the slippery slide on her tummy, but it had never felt as strong.  She touched herself again, biting her lip to stop herself from crying out, and this time she was even *more* sticky down there in the special spot between her hind legs.

She brought her hoof back up. It was covered in wetness, like she’d peed herself, but as she sniffed at it she knew it couldn’t be pee. It smelled thick and strong, like the inside of her big sister’s spice cupboard.

The itching had turned into a whole bunch of little flames dancing up and down her spine, but the hottest one was burning in between her haunches. Applebloom couldn’t resist pressing her hoof against herself again - but the feeling was so strong this time that a soft gasp escaped from her lips.

In the glade the two kissing and humping fillies stopped dead.

“Who’s there?” whispered Spoony, sliding off her friend and crouching in the moonlight on the grass next to her.

Applebloom, her heart threatening to leap out of her chest, turned to creep quickly away through the undergrowth, but before she could take more than a few steps a hoof was roughly pressed over her mouth. She tried to scream, but it came out muffled – and even though she struggled as hard as she could, she was soon dragged into the bushes.

Suddenly torchlight lit up a face right in front of her own. It was Diamond Tiara! Lit from beneath, and half-shrouded in shadow, her face had an even more devilish cast than usual.

“We know you were spying on us,” said the pink-coated filly seriously.

“Now don’t try and shout,” said Spoony, who was holding her tightly from behind. “Your friends are too far away to hear you.” She slid her hoof from Applebloom’s mouth.

“Jus’ let me go,” pleaded Applebloom. “Ah – ah promise ah won’t tell on you!” 

“Oh, we know you won’t tell on us, blank flank” said Spoony into her ear. “We’re going to make sure of that.”

“Wha… what d’ya mean?” whispered Applebloom in horror.

“We’re going to make you our accomplice!” said Tiara, the corners of her lips curving into a demonic smile. She turned and led the way while Spoony, holding both of Applebloom’s forelegs tightly behind her back, frog-marched her back to the little moonlit glade.

“Wha’… what are yer going ta do ta me?” demanded the little rose-maned filly. 

“Oh, we’re just going to help you get some experience, pint-size!” said Spoony with a laugh.

Tiara switched the torch off and Applebloom suddenly found herself unable to see anything. But as Spoony marched her forward the little earth pony’s eyes adjusted to the moonlight once more and she saw that Tiara was lying back on the grass. Her legs were splayed wide apart, and she was wearing a wicked grin on her face as she parted the lips of her special place with her forehooves!

Applebloom had not time to react as Spoony straight away pushed her face down in between Tiara’s open haunches. A strong, musky scent was emanating from there, and in the bright moonlight Applebloom could see Tiara’s slit glistening just like the dew-coated grass she was lying on. The little rose-maned filly began to struggle, digging her hooves into the ground, but Spoony was too strong for her. 

“Oh, just lick her,” said Spoony. “This way you’ll go straight to third base and nopony will make fun of you anymore.”

“But ah don’ wanna!” cried Applebloom, jerking her head left and right as Spoony leaned her weight down on her from above. “Ah ain’t no filly-fooler!”

“You really *are* a baby!” said Tiara in exasperation. “Just take your medicine like a big pony.”

And with that the mean little filly lifted her butt off the ground and pushed herself forward so that her gooey slit was brought fully flush against Applebloom’s lips.

“Yuk!” cried Applebloom, twisting her head away – but Spoony grabbed her mane and pulled her face back around.  She pushed Applebloom forward until her lips were forced back against Tiara’s sex, and this time they stayed there.

The smell was so intense this time that Applebloom gagged. Tiara’s special place smelled a bit like her own did, but it was also different somehow, and the mean filly was so wet down there that some of her juices couldn’t help but get into Applebloom’s mouth. They tasted was so sharp and salty that she spluttered.

Tiara, meanwhile, had started to pant from the intensity of the sensations she was now feeling. Applebloom’s lips were brushing back and forth against her slit as she struggled and it felt amazing! Up til now, she’d only ever felt Spoony’s lips down there, and the novelty combined with the fact that Applebloom didn’t want to do it made it even naughtier than usual. It felt much nicer when Spoony did it to her, of course. Her friend’s hot little tongue was able to slip and slide all over her special place and even inside it, and sometimes Spoony would even lick her bottom! But Tiara liked it best of all when she would put her mouth on the little bump at the top of her slit, that place that always felt more sensitive than anywhere else, and suck on it.

Oh, thinking about all the times she’d played at filly foolin’ with her best friend made Tiara feel even more excited. She gripped Applebloom’s head and pushed it down hard, grinding up at the little earth-pony’s face and rubbing her hardening clit on lips already wet with her juices.

Even in the pool moonlight Spoony could see how flushed Tiara’s face was getting. The gray-coated filly couldn’t help but giggle as she kept pushing Applebloom forward, using the little blank-flank’s face like a toy to make her friend feel good. And while she did it she pulled on Applebloom’s mane until she cried out, biting her own lip as she did - oh, the funny feelings in her tummy were getting stronger!  It was like she was swimming in the ocean and waves were flowing over her so that her stomach would rise up and then fall again. And every time she rose, the heat in between her haunches intensified. 


Applebloom suddenly stopped struggling and went limp. It was just too much - losing Twist, finding out that her friends had been doing it with the human *and* that they’d been keeping it secret from her!  Tears welled up in her eyes, making the fur above Tiara’s slit wet as Spoony continued to push her face against it. She might as well become a filly-fooler. It was the only way she was ever gonna become a big pony! 

In despair, Applebloom opened her mouth and had just begun to stick out her tongue when a sudden shout came from the far end of the glade.

“Let go of our friend, you big bullies!”

It was Scootaloo! The little Pegasus filly leaped out of the darkness and with a furious flapping of her downy little wings she flew through the air straight at Spoony.

The gray-coated filly had no time to react, and she yelped in pain as Scootaloo crashed into her and bowled her over, and soon the two fillies were a flurry of hooves and elbows and knees as they tumbled over the grass, kicking and punching each other.

Applebloom, meanwhile, got to her feet, spitting and wiping the taste of Tiara out of her mouth with her hooves. Tiara herself was already on her hooves and about to rush over to help Spoony in her wrestling-match with Scootaloo, but she managed to take only a single a step when a little marshmallowy hind-leg jutted suddenly out of the darkness tripped her over.

“Good work Sweetie Belle!” cried Scootaloo, covered from ear to tail in sweat and dew and blades of grass.  She leaped on top of the exhausted Spoony and, holding the bully’s forelegs down, she sat down on her chest grinning in triumph while the gray-coated filly pumped and kicked her hind legs in the air and squealed. 

Sweetie, meanwhile, was having trouble dealing with Tiara – the two of them weren’t really used to fighting, and were just slapping the air in front of each other’s faces with a flurry of hooves – so Applebloom decided to lend a helping hoof. She snuck up and grabbed the mean filly from behind suddenly, pinned her forelegs to her side, and then pushed her face-first onto the grass and lay on top of her.

“Thanks Applebloom,” said Sweetie Belle, puffing and panting. She looked at the two mean fillies, still too exhausted or winded to speak, with a fierce look on her face. “That’ll teach you big meanies!

“Mah pleasure,” said Applebloom, holding down the still squirming Tiara. “You saved me jus’ in time!” She dropped her gaze, suddenly ashamed. “Ah’m sorry ah got angry at you guys before.”

“Don’t worry about it,” said Scootaloo with a grin. “We’re the Cutie Mark Crusaders – we take care of each other!”

“Uh huh,” nodded Sweetie.

“Get off of me, you fat-flanked lamo!” cried Tiara from underneath Applebloom. “We’re telling!”

“Yeah!” cried Spoony from beneath Scootaloo.

“So what’re we gonna do with ‘em?” asked Applebloom. “Maybe we should tell Miss Cheerilee on them?”

“Miss Cheerilee?” Scootaloo snorted. “She’ll just make them apologise or something. I’ve got a much better idea!”

The Pegasus rolled the exhausted Spoony onto her back and quickly knelt over her, planting her hind legs on either side of the mean filly’s head. “Help me hold her down, Sweetie Belle!” 

“Okay!” Sweetie trotted over and planted her plump rump down on Tiara’s back legs, weighing them down, while Scootaloo positioned herself over the mean filly’s face.

“No!” cried Spoony as she looked up to see the little orange-coated foal’s butt and haunches being lowered onto her face. But soon her words were muffled as Scootaloo began to hump up and down on her face. 

“This’ll teach you to mess with the Cutie Mark Crusaders, you big bully!” cried the little Pegasus. She stopped humping and instead started to rub the area from her little clit to her butthole across Spoony’s mouth. The mean filly cried and struggled, jerking her face this way and that in an effort to escape, but Scootaloo squeezed her toned thighs tight and held her in place.

“How d’ya like *them* apples?” laughed Applebloom, feeling suddenly much better while she watched Spoony getting her just desserts.

Spoony had stopped struggling now, and just lay there as Scootaloo humped her face in earnest. The little Pegasus foal bit her lip as she moved her hips back and forth, grinding her clit against Spoony’s lips. To start with, she’d just wanted the bully to have a taste of her own medicine, but it was now actually starting to feel pretty awesome! Her clit was getting hard, and she felt herself getting hot and gooeybetween her haunches. 
 
Spoony lay there for a while in a daze, but as Scootaloo’s slit started to get wet and leave a trail of moisture across her lips, her nostrils were filled with the ripe scent of sweat and horny little filly and she stirred. There was a sudden jolt of electricity in her own special place, and although it wasn’t her beloved Tiara who was doing it to her, she felt herself starting to enjoy it. She gasped at the sudden waves of pleasure that were beginning to travel up and down her spine, and when she did so the Pegasus foal’s swollen slit squirted a small jet of hot juice into her mouth, covering her tongue with sticky saltiness.

Applebloom gaped at what she was seeing. Scootaloo had her eyes closed now, and she was humping Spoony’s face faster and faster. It sure didn’t look like a game no more! 

“Look!” said Sweetie Belle. “Silver Spoony’s got her tongue stuck out!”

 “No, Spoony!” cried Tiara in horror. She began to struggle desperately and it took all of Applebloom’s earth pony strength to keep hold of her. “What are you doing? Don’t – don’t lick her!”

But it was too late! Spoony had started to lick at Scootaloo’s slit, at first tentatively, but now in earnest, and at the sudden change in sensation the Pegasus foal opened her eyes to look down at her in surprise. 

“You love licking little fillies, don’t you Silver Spoon?” said Scootaloo, her face lit up with a victorious smirk. “
You can’t stop yourself – you’re just a filly-fooler aren’t you?”

“Look! She’s getting real excited!” said Sweetie, who had leaned forward to look in between the filly’s legs. It was true! The tops of Spoony’s thighs were wet, the fur matted by the sticky pungent juices that were now dripping down from her slightly-parted baby-slit. 

But watching Scootaloo exact revenge on her behalf was filling Applebloom with her own excitement. ‘And ah’m getting all sticky too!’ she thought to herself. It was like there was all this pressure building up inside of her, as if she were one of the stills used on the farm to make cider, and she felt like she was going to burst if she didn’t get some relief somehow!

At last it got too much and she couldn’t help but slip her forehooves down to press herself in between her haunches. In the dark her friends couldn’t see what she was doing, right? The pressure of her hooves against her special place felt amazing, and straight away the prickly tickly feeling wasn’t quite so bad. But there was still a tight feeling inside her chest, and it was getting tighter by the second.

As she watched, Scootaloo thrust her hips a final few times and then she shuddered as she came, her toned butt shivering and her hind legs trembling with the explosion of pleasure inside her.  She slumped forward, tired just like she’d just done the 100 yard gallop, and rolled off Spoony’s juice-smeared face, leaving the gray-coated filly’s tongue sticking in the air mid-lick. 
 
“H-hey Applebloom,” said Scootaloo breathlessly as she turned her head in the direction of the rose-maned filly. “Do you wanna have a go now?”

Applebloom pulled her forehooves away from her little foal-pussy like it had just burst into fire.

“Uh, ah wasn’t doin’ nothin’!” she babbled.

But Scootaloo wasn’t angry at all – in fact she was smiling! “Aw, You don’t have to do that by yourself,” she said. “You should totally get Spoony to do it for you.”

Applebloom’s mouth dropped open. “Bu’…!” 

Scootaloo looked across at the little gray-coated filly, who by now had got up unsteadily onto her hooves. “You should apologise to Applebloom for bullying her earlier,” she said sternly. 

Spoony said nothing but just nodded. Not only had Scootaloo’s punishment felt awesome, but just being ordered around by the Pegasus filly like this was making her special place tingle - and she wanted these feelings to continue. She started to crawl towards Applebloom, who watched her with wide green eyes as Spoony lifted her hooves and started to kiss them.

“I’m sorry for being so rude to you, Applebloom,” muttered Spoony. “Can you ever forgive me?” Oh, the thought of being forced to apologise to the blank flank made her feel all gushy, like she was melting away inside!

“Spoony!” cried Tiara, distraught. “What are you doing?” She began to struggle again, and it took all of Sweetie’s weight to keep her in her place.

“Aw, let your friend have some fun,” said Scootaloo simply. “You’ll get your turn!”

Spoony was kissing Applebloom’s legs higher and higher now, and every now and again her little pink tongue would dart out and dance across the rose-maned filly’s coat, leaving a little trail of fire – and all the while Applebloom watched her and squirmed at the excruciating sensations that were filling her undeveloped body.

Tiara at last struggled out of Sweetie Belle’s hold and scrambling across the grass she took hold of Spoony’s back legs and tried to pull her away.

“I can’t believe you’re licking that blank-flank!” she said, tears in her eyes.

Spoony stopped kissing Applebloom’s thighs and looked behind her at her friend. “Oh, come on Tiara. Stop being so lame and join in!” She returned to kissing Applebloom, but as she did she wiggled her rump and swished her tail enticingly towards her friend.

Tiara blinked.  Spoony’s tail was flicking back and forth, revealing the swollen and glistening lips of her pussy. The sight made her friend bridle. Spoony might be enjoying licking that blank flank, but it was nothing compared to the way *she* could make her feel! 

Time to show these foals what filly fooling was really about! Tiara crawled forward on her hooves and brought her lips against Spoony’s butt and tentatively kissed one and then the other round little cheek.

“Oh!” cried Spoony, her voice muffled with her lips flush against Applebloom’s coat. “Oh, don’t tease me, Tiara. I can’t stand it!”

Tiara giggled, happy with Spoony’s reaction, and then she started to lick with short, sharp little flicks of her tongue in between her friend’s butt-cheeks. The little puckered hole nestled there twitched against her lips and Spoony was soon panting heavily against Applebloom’s coat.

“Hey!” said Scootaloo, who had been watching the whole display with a wide grin on her face. “You’re distracting her too much! She can’t kiss properly.”

But Spoony was soon back to planting her hot, wet kisses ever higher, until she reached the special spot between Applebloom’s thighs. She smiled up at the little filly, who was staring down at her, a look of disbelief on her flushed and sweaty face.

“Are you ready to make third base, pint-sized?” asked Spoony.

“Hey!” cried Applebloom, breathless. “Ah ain ‘t pint-siz….ooooOH!”

Spoony’s little pink tongue had darted out while she’d been in mid-sentence, and with swift, delicate licks she began to baste the little earth-pony’s slit all over with her hot saliva.

Applebloom had thought that touching herself there with her hooves had felt good, but Spoony’s tongue felt a zillion times better! It was almost like a moist flame was working its way all over her, and every time Tiara licked at her friend’s bottom, the movement of Spoony’s tongue would intensify, so that it was almost as if Tiara was licking her as well!

Applebloom found it difficult to open her eyes, so intense was the pleasure that was flowing through her now, but somehow she managed to. And what she saw made her blush crimson - Scootaloo and Sweetie were watching her, and they were cheering!

“Go for it, Applebloom!” cried Scootaloo, pumping a forehoof in the air.

“You can do it!” cried Sweetie. “Does it feel good?”  

But “Uh…” was all the little rose-maned pony was able to get out as Spoony brought her forelegs under her round little butt and lifted it to allow her tongue to get deeper inside.

“Of course it feels good,” said Tiara, her voice partly muffled by the cheeks of her friend’s butt. “Don’t you foals know *anything*?”

“Hey! Who’re you calling a foal!” said Scootaloo, and with that she lifted a forehoof and swatted Tiara’s round behind so hard that it left a mark.

“Ow!” cried the pink-coated filly. “Quit it!” She rubbed at the rapidly reddening spot with a forehoof.

“Then stop saying mean things,” said Scootaloo.

“Yeah, you bully!” added Sweetie Belle.

Tiara’s heart was beating even faster now. The slap had hurt, but it had also felt nice as well! She lifted her glistening lips from between Spoony’s butt cheeks and smirked. “What are you going to do about it, then, blank-flanks?”

She closed her eyes and bit her bottom lip in expectation of Scootaloo’s next blow, but the little Pegasus filly had turned to Sweetie.

“Wanna have a go this time, Sweetie Bell?” she asked.

Sweetie nodded and, giggling, she lifted her hoof and gave Tiara’s pink butt a resounding ‘smack’!

“Oh!” cried Tiara, wiggling her butt and swishing her tail. It hadn’t been as hard a hit as Scootaloo, but the soft hoof of the little unicorn foal had felt amazing. “Stop it! I can’t stand it!”

“This is fun!” said Sweetie, continuing to spank the little filly gently, one hoof after the other.

“Ooooh!” said Tiara. She was getting so wet down there it felt as though she was melting away. A few more spanks and she’d explode for sure!

Tiara’s little butt was bright pink now, covered with hoof marks, but pinker still was the little slit nestled beneath her butt cheeks between her legs. It was so swollen now that the lips were partly parted and she was literally dripping in her excitement.

“I think she’s had enough,” said Scootaloo, putting one of her own forehooves in front of Sweetie’s raised one. 

Tiara looked back at the two fillies, her face flushed and wracked with disappointment. “Oh, but…!”

All the while Sweetie and Scootaloo had been spanking Tiara, Spoony had kept up her licking of Applebloom. Her apology mightn’t have been really sincere, but as the little earth-pony had started to pant and squirm on the grass, Spoony had felt herself getting more and more excited. The thought of making Applebloom ‘explode’ for the first time made her even stickier, and the flow of her own juices increased the deeper and more rapid Applebloom’s panting became.

Behind her, Tiara could barely keep up, and her muzzle was sopping with a mixture of Spoony’s juices and her own drooling saliva.

But Applebloom didn’t notice any of this anymore. She’d lifted her eyes and was staring up at the disk of the moon, concentrating on it as the waves of pleasure wracking her body became almost unbearable. The moon was like an eye staring down at her, and Applebloom imagined it was Princess Luna herself looking down at her, and the thought of doing these naughty things while she watched made her even more excited. She pushed Spoony’s head down hard to drive the little unicorn filly’s tongue deeper into her, and almost immediately she started to shudder.

“Wha’- wha’s happenin?” she cried, her voice hoarse.

Tiara lifted her face off Spoony’s butt and laughed. “Oh, you’re going to enjoy this, pint-sized!” she said with a mean laugh. 

A few months ago, the CMC had built a model rocket for the Science Fair. They’d worked a whole week of afternoons on it, and on the big day they’d set it up in the park across the road from the schoolhouse. Applebloom had lit the wick and they’d all stepped back to watch what would happen. 

The rocket had flown up into the sky in a jagged but rapid course, and right now the little earth pony felt as if she too was sweeping past the dark, coolness of the night air. And the higher she got, the hotter she got, until she felt she might burst from inside.

She felt her body swelling and filling with pleasure and warmth, and then, just when she thought  she couldn’t get any hotter or tighter or that things couldn’t feel better, she burst, just as the rocket had, exploding out in a bright starburst that lit up the sky and blinded her with the intensity of the glare. 

“Wow, that was intense!” said Scootaloo, whistling. “I don’t know if I’ve ever come like *that* before!”

“Did it feel good, Applebloom?” asked Sweetie, eyes wide. “It musta felt good, right?”

But Applebloom couldn’t say a thing, so worn out she was from all the strange and awesome new feelings that had exploded inside her body. Spoony was also catching her breath, having come at the same time as Applebloom, and Tiara, sitting beside her, threw her forelegs around her friend as she panted.

“Nice work!” said the pink-coated filly, planting a kiss on her sweaty cheek.

“You’re… not angry at me?” asked Spoony, her eyes tearing up in relief.

“Of course not!” said Tiara with a snort. “We sure taught these lame foals a lesson about filly fooling, didn’t we?”

“Hey, who’re you calling lame?” demanded Scootaloo, taking a threatening step towards the two mean fillies.

“You take that back!” said Sweetie Belle, coming up beside her.

But before another fight could break out there was a sudden flash of a torch’s beam that cut through the magical blue moonlight of the glade, and it was followed almost immediately by the crash and rustling of somepony pushing themselves through the undergrowth.

The five foals all leaped up as one in a panic and tried to scatter as Miss Cheerilee burst into the glade, her face fierce.

“What’s going on here?” she demanded, turning the flashlight from one filly to another, making them stop dead and blink at the brightness. “When I heard a ruckus from the camp I just knew it would be you girls who were responsible. Go straight back to camp, all of you. I’ll decide on your punishment later.”

“Yes ma’am,” muttered the contrite little foals as they filed away, their eyes glued to the ground. 

As they walked back along the path, Sweetie turned to Applebloom. “We’re going to get a week’s worth of detention for sure!” she said glumly.

Applebloom nodded, but she was still distracted by all the feelings echoing through her body and the thoughts flying around in her head.

While she was lost in thought, Spoony slipped up behind her and whispered “But it was totally worth a week of detentions, wasn’t it?”

Applebloom blushed fiercely, but then a smile broke out on her face. It sure had been! 

*	*	*

“An’ so that’s why I’ve got a week of detentions,” said Sweetie Belle, finishing her story.  “But since we all get to do them together, it’s not so bad.” She snuggled up against me, rubbing her muzzle on my naked chest. “I miss playing with you after school, though.”
 
“Sounds like you guys had a lot of fun,” I said, squeezing the little marshmallowy foal closer to my body. “But I’m glad you’re all home. I was getting pretty lonely.”

It was a baby-sitting night, and with Rarity in Canterlot I was able to enjoy some quiet, romantic time with my little Sweetie without the fear of having her big sister busting down the door, lifting me out of bed with her telekinetic magic and turning me into a pincushion with sewing needles and dressmaker’s pins.  It was a nightmare I’d been having for a while now, probably the effect of all that moonshine I’d been drinking. And for a moment in the story there, when Sweetie had revealed my nefarious goings-on to Applebloom, I’d felt the nightmare change into one of being lassoed by Applejack, hung upside down from an apple tree and bucked to pieces like a blood-and-guts filled piñata. 

But my darling Sweetie, seeing the sudden look of horror on my face, had quickly assured me that Applebloom was in on everything now and wouldn’t rat me out in a million years - and I’d believed her, of course. The three Crusaders were as thick as thieves, and now that Applebloom was a partner in crime, I was sure she wouldn’t betray them – or me. So I couldn’t stay annoyed. They were only little foals after all, and keeping secrets was hard. 

“You still broke your promise, though,” I said to Sweetie. “So I guess you need to be punished for that.”  

Sweetie’s eyes went large. “Punished?”

I turned her over onto her side and slid my hands up over flat undeveloped breast with their tiny nipples and along her lightly curved tummy as I nibbled at that fuzzy, fragrant neck of hers through her vanilla-scented mane. “Uh huh,” I said. “You *definitely* need to be punished. It’s the only way you’ll learn to keep your promises.”

I kept stroking her coat with my left hand, while I slid the front of my boxers down with my right and unleashed my already throbbing hard on. It jutted out as if it had a mind of its own and poked the little foal in the small of her back.

“Wow,” gasped Sweetie. “It’s really hard!”

“Well, it’s been waiting for days for you to get back,” I said, leaning across and kissing her on the side of her mouth. “I thought maybe we could do something special. Would you like that, Sweetie?”

The little unicorn foal nodded her head in nervous excitement. “Uh huh!”

I started to rub the head up between the soft globes of the little unicorn foal’s butt as my lips made their way along her cheek to her ears, which I started to nibble at. She loves it when I do that, and soon she was gasping and pushing her butt back into me.

Having the length of my dick sliding up between those two satiny cheeks was amazing, and I was already profusely producing precum, which flowed out and left a little trail on the top of her crack. But I decided I needed to enjoy that juicy little spot of hers right now - I could already feel it slick and hot against my nut sack - so I slid my dick down and began to teasingly rub the head along her baby-soft little slit. She gasped as the tip brushed against her tiny clit on the downward stroke, and soon the precum that was leaking from me was mixed with the hot stickiness of the foal-juice that had started to trickle, boiling hot, out of her.

“You’re always teasing me,” she whispered.

“It’s just ‘cause I want to hear that beautiful voice of yours,” I said, kissing her neck over and over and sliding my tongue along the sensitive edges of her ear. “You don’t like it?”

Sweetie shook her head. “No, I guess it’s oh – OOHH!” 

I’d just pushed forward a little and the head of my dick had parted the soft lips of her precious little pussy and slid part of the way in. The feeling was almost excruciating in its intensity after so long with only my hand and Rarity’s horn-wax for company – and I bit my bottom lip hard to stop from crying out. Maybe Rarity was out, but there was no predicting when she might come back and whether somepony might be wandering about outside the Boutique.

Sweetie was panting softly now, and as I slid my hands up and down her tummy I felt her little nipples hardening like crazy against the palms. I decided to pull out a little – I could already feel gentle jolts of pleasure coursing up my spine, and I knew that if I wasn’t careful I’d go off prematurely, and  I was eager to stretch things out with my little lover after so long parted from her marshmallowy embrace.

As soon as I pulled out, the juices that had been boiling up inside her flowed out after my dick, coating the whole length and overflowing onto my balls and the bed sheets. 

“Whoa, Sweetie,” I gasped. “You’re really wet tonight!” 

“Uh huh,” muttered the little foal, and I felt her face warm in a blush that spread all the way down her neck and shoulders. “I guess it’s ‘cause I was telling you about all that naughty stuff we did.”

While I stroked my dick with my right hand, I couldn’t resist sticking a few fingers of my left in that tight little juice-box of hers and stirring her up a little, making her squeak. After a little while I took them out, slick and gooey with her juices, and stroked her clit, now as hard as a bullet, turning those adorable squeaks into heavy moans.

“So,” I whispered in her ear. “Do you want to try that special thing I was talking about earlier?”

“Uh,” muttered Sweetie. Her eyes were squeezed shut, distracted by the strong feelings that were flowing through her body, but she still managed to nod, her curly mane tickling my face.

“I want to put it in your butt,” I said.

Sweetie’s eyes flashed open. “My… butt?” gasped the little foal, suddenly nervous. “But… won’t it hurt?”

“No way,” I said. “Well, maybe for a second. But I’ll go really slow – and if it feels bad, you tell me right away, OK?”

“I dunno,” said the little foal. But then I quickened the gentle flicking of her clit and stuck my tongue into her ear, and soon she was squirming almost uncontrollably. 

“So, can I?” I asked again.

“Uh… uh… uh… uh,” panted Sweetie. My teasing had finally done its job, and even though she couldn’t get the words out, I could tell from the little nodding of her head that she was OK with it.

I grabbed her around the hips and then flipped her onto her tummy, making her squeal in delight, and with a hand on each round cheek of her butt I parted them and buried my face in between.  

As I licked lustily at the dripping little mound between her haunches, I felt her little butthole wink against my nose, and the scent of her there was intoxicatingly rich and spicy with foalish excitement. She gasped and giggled as I slid my tongue down to her clit and splayed it across it, then lapped back up with wide, lazy licks that ended up coating my tongue with a copious amount of her gooey juices. I loved the taste of her - eating her out was like feasting on melted marshmallow! – and as I tended to her with my tongue, her poufy little tail flicked back and forth excitedly.

Soon I turned my attention to her cute little pucker, and after licking it for a while she began to push her soft butt back against my face and I felt the tight little ring open to allow my tongue to work its way inside. I gripped her hips and leaned forward, and soon I had my tongue as far as it could go inside her butt. It was super-tight and hot, but after a while of darting my tongue in and out of her, I found she’d loosened up quite a bit.

She was already pretty slick so I lifted a finger to her pussy and slipped it in. She’d obviously enjoyed me playing with her butt, as she was even wetter now, the juices matting the fuzziness of her coat on her inner thighs, and when I pulled my finger out, it was coated in a thick layer of her gooey juices. I begrudgingly took my lips off her anus and gently began to massaged her pussy juices into it. The already small opening soon gave, and I was able to slip the tip and then the rest of my finger in, making Sweetie gasp.

“That doesn’t feel bad, does it?” I asked, concerned I might be going too fast.

Sweetie shook her head. “No, it just... it feels kinda funny.”

 “I think you might need a little more lubrication,” I said, taking my finger out. She was only a little foal after all, and her butt hole was naturally going to be super tight!

I leaned over and took a small jar from the bedside table – it was Rarity’s horn wax, guaranteed to ‘put a gloss and glow on even the most dull of unicorn’s horns!’ Luckily, Rarity was strict about her cosmetics, so the ingredients were little more than bee’s wax and other natural and organic things – nothing that would burn a guy’s dick, or hurt a little foal’s butt hole!

I took a good dollop of it and worked it into Sweetie’s hole, and soon it did its magic – her little pucker was soon able to accept a couple of my fingers, and far from making the little foal uncomfortable, it instead was making her squeal with delight.

I decided it was time to do the deed. I slipped a pillow under Sweetie’s chest so that her butt was sticking right up in the air, and then I got on top of her and gently eased the head of my dick into her ass.

I was amazed that after a slight initial resistance, her little pucker soon opened and my head slipped inside. I gasped in surprise at the intensity of the feelings that all of asudden began to course from the base of my prostate along the length of my dick. If this is how it felt with just the head inside, maybe sliding more in would kill me!

I could tell from Sweetie’s gentle panting that she was enjoying these new sensations as much as I was, and I slid my hands along her sides and kissed her neck to reassure her as I eased myself a little further in. 

 “Do you think I can try and put some more inside you?” I asked.

Sweetie’s mane brushed up and down over my face as she nodded again.

She was such a brave little foal! I took hold of her hips and then pushed my butt forward so that more of my dick slid into her. The sudden satiny softness of that tight tunnel wrapped around me was indescribable, and the heat was unbelievable. Sweetie was obviously getting even more turned on as well, as her little pussy was literally overflowing, her juices dripping out onto the sheets beneath us.

“Uhhhhhh,” groaned the little foal, and I bit her mane and held it in my mouth as I stopped myself from groaning just as hard. I looked across the room at the mirrored front of the wardrobe against the far wall and saw Sweetie’s face reflected there grimacing in pleasure, and the sight made me even harder still.

I couldn’t hold myself back any more and I pushed in a little farther, and a little stronger, and soon, by degrees, I’d fit the entire length of my angry, rigid hard cock inside her.

“Oh fuck,” I moaned as I bottomed out in the little foal’s tight little ass. 

Sweetie was panting hard now. “Do… do you feel –uh!– good… too?”

I didn’t reply and just leaned forward and started to kiss her neck and back as I lifted her away and drew myself slowly out with agonizing sensitivity until only the head was inside her.

“Is... it that it?” asked Sweetie, looking back at me with clear disappointment in her face.

“Nuh uh,” I said, and as I said it I pushed forward again, harder this time, and drove myself back up to the hilt inside her.

In the mirror, Sweetie mouth slipped open and her tongue stuck out in a soundless cry of pleasure. The look of abandon on the sexy little kid’s face was utterly arresting, and I started fucking her slowly, sliding into her and then slowly out again, and I grimaced at the sensation of that tight little tunnel wrapped around me. Sweetie shuddered every time I slid back into her, and her wobbly legs threatened to let her collapse on the bed, so I was forced to lift her up and hold her steady with my hands, which wasn’t easy. She might only be a little foal, and made of marshmallow, but she weighed a surprising amount.

Still gripping her hip with my left hand, I slid my right hand up to her puffy tail and grasped it as well, drawing it aside so that I could watch my cock sliding in and out of her butt. The sight of those two perfect globes, soft with white peach-fuzz, obscenely parting to allow the length of my angry adult penis to stab in and out of her made me shake my head in disbelief. What the fuck was I doing? Fucking a little foal in the ass? I was half hoping somepony would throw open the bedroom door and stop me before I committed this gravest of sins – but nopony did.

My cock was throbbing dangerously now and I was almost driven over the edge of no return, where you lose all control and nothing will stop you from blasting your load, wherever it’s going to end up. So I slowed my fucking to almost a standstill to let the precipitous waves of pleasure crash over me and somehow kept myself from coming, not wanting everything to be over so soon.

But Sweetie had other ideas! She lifted her hips and drew her butt forward, and for a second I thought she’d had enough - but then she pushed it back out towards me, making me moan deeply as her ass slid back onto my super-sensitive dick. And soon, having quickly learned that she could control the rhythm of our rutting herself, she began to pump herself back and forth on my cock. I decided to help things along by slipping a hand underneath her to rub at her little clit.

“Uhh! Uhh!” she groaned. “Don’t stop! It feels tooooo good!” 

I groaned as well. The little unicorn foal’s round butt cheeks were bouncing against my abdomen now, and I had no other choice but to grip her around the waist with both hands and meet her rhythm with equally strong thrusts of her own.

“Fuuuuuuuuuuck!” I cried. There was no way I would be able to stop this time, I realised, so I decided I might as well enjoy the ride!

The sound of slapping as Sweetie’s butt and thighs clashed against my body grew quicker, and I felt my balls tighten and lift up as the semen start to boil up into my dick.

“Uhh! Uhh! Uhh!” Sweetie was groaning more rapidly now. I managed to open my eyes, which wanted to remain squeezed shut to focus on the pleasure that was rippling through me, and saw the little foal’s face in the mirror of the cupboard. Her mouth was hanging slackly open now, a thin string of saliva drooling from it and her tongue lolling out. But her horn – there was a shimmering glow inside her horn, the brightness of which ebbed and flowed as I fucked her, and I realised that she was on the point of coming.

I bit my lip and forced myself to keep it together. I was going to come at the same time as her, even if it killed me!

Luckily I didn’t have to keep it together for long. The flicking of my fingertips against her swollen little clit finally threw her over the edge and Sweetie came with a loud cry, and as she came her horn glowed almost incandescent, sparks coursing up and down its length, and at the same time her ass clenched me like a vice, and I felt a wave of sticky juices literally squirting out of her pussy onto my balls and the sheets beneath.

That was it for me. I gripped Sweetie’s hips so tightly that my fingernails bit into her skin and I started plunging in and out of her so hard that her forehooves went from underneath her and she fell forwards onto her face on the bed. I slumped on top of her, lifting my hands from her hips to grip her shoulders instead as I smashed myself into her the last few times.

“Going to fill you up Sweetie,” I hissed into her ear as she gasped for air, squashed against the bed by my bigger, heavier adult body as I slammed into her. “Going to fill that sexy ass of yours with cum. Take it all, you sexy… little… FOAL!”

And then, with a final brutal thrust that almost pushed her off the bed, I came.

I screamed out as spurt after spurt of blistering semen jetted out of my cock, and I kept pistoning into her as if I was trying to break her in half, and with each thrust Sweetie’s cry grew louder and shriller as I drove her headlong from her first climax into another one. 

As the final ebbs of orgasm washed over the two of us, I slumped, exhausted and panting, my chest on fire from the exertion, right on top of her. She squealed and squirmed her way out from under me then threw her forelegs around my neck and kissed me over and over.

“Did it hurt much?” I asked with concern. I could barely keep my eyes open, and every muscle was beckoning me to sleep.

“Nuh uh!” said Sweetie, shaking her head so that her mane, slick with sweat, flicked left and right. “It felt *too* good, actually. Well, *almost* too good.” The little unicorn sighed as she grabbed the pillow and hugged it to herself. I turned on my side with difficulty and she lifted her eyes shyly to meet mine. “Did it feel good for you too?”

I smiled, and with a groan I slumped onto my back beside her. “I think I came my brains out,” I said.

Sweetie giggled. 

“Hey Sweetie,” I said suddenly. “Get onto your tummy.”

She blinked in surprise at my request, but did as she was told, and she looked back at me, her eyes wide, as I clambered clumsily onto all fours behind her. ”Are we gonna do it again?”

“What?” I cried. “Right now?” I reach down and pumped my softening dick a few times. “Uhh… it might take me a little while to get my strength back. No,” I replied. “I just want to see something.”

I scooshed up behind her and with a hand on each of her little round, sweaty ass cheeks, I parted them.
“You wanna see if you really did come your brains out?” giggled the little foal.

“Something like that,” I said. “Try and push it out Sweetie,” I said.

While I watched with eager eyes, Sweetie strained herself, and then, within a moment or two,  her asshole winked open and a thick stream of my semen dripped out of her onto the bed.

“That tickles too much!” chuckled the little foal. She slipped out of my grasp and turning around she flopped onto her tummy on the bed and looked at the mess we’d made on the sheets. “Wow! You sure had a lot of white stuff saved up!” 

“Well, it has been almost a week,” I said, slumping back onto my butt.

The little unicorn foal brought her forehooves between her haunches and dabbed at the gooey white mixture of juices that were matting her coat then brought it to her nose. “This smells funny,” she remarked.

“Does it?” I was too far gone now to manage any kind of conversation, so I stretched myself out on the bed ready for a post-coital nap.

But naturally it was not to be. The beginnings of a delightful sleep were unceremoniously shattered by the sudden chime of the doorbell.

“Oh shit, it’s Rarity!” I cried, flying off the bed as if I’d had a red-hot poker – or worse still, a darning needle! – jabbed up my ass . “She’s forgotten her key again!”

“But my sis’s not supposed to be back until-” protested Sweetie.

I grabbed the box of tissues sitting on top of my dresser and flung it over my back. “Quick Sweetie, clean yourself up! I’ll go let her in.” 

With my pants still around my knees, I half-stumbled out the door of my bedroom as I heard the doorbell chime a second and then a third time.

“Coming!” I yelled. “jesus, keep your horn on, lady.”

I tumbled rather than walked down the stairs while I zipped up my pants and I was still in the process of buttoning my shirt when I reached the front door. The bell was constantly ringing now, and as I unlocked and opened the door I expected to see a livid Rarity waiting there, ready to fling accusations of pedofoalia at me.

But instead I found a blond-maned Pegasus standing there, mail bags attached to her sides, a friendly if somewhat confused look on her wide and innocent face.

“Derpy!” I cried.

The Pegasus looked at me apologetically as the front bell continued to ring, even though she wasn’t touching it. “Oh, I’m so sorry!” she said, “I think I pressed it too hard.”

I was so filled with relief that I didn’t give two shits about the annoying noise, but just smiled at my wall-eyed savioress. “Oh, don’t worry about that. It was broken already.”

Derpy blinked at me, her mouth hanging open, but then she suddenly remembered why she was there. “Oh!” she said, “You’re the human, aren’t you?”

“That’s correct,” I replied. There was no putting anything past miss Derpy Hooves!

“Well, I have a delivery for you!” she said.

“For me?” I asked, dumbstruck. This was literally the first piece of mail I’d ever received in all my time in Equestria.
“Uh huh!” nodded Derpy, as she reached back and dipped her muzzle into one of her mail bags. “It’s got your name on it.”

“My name?” 

After a flurry of envelopes and packages and muffins spilled out, she at last found the letter and handed it to me. I took it from her mouth, wiped a little of her drool that was on it onto my shirt, and read the front.

To the human, it read.

Haha! To the human. Cute. I have a name you know, ponies!

“Thanks Derpy,” I said, petting her on the head and making her giggle.

“Oh, no problem!” said the dear little Pegasus pony. She made a clumsy salute. “Neither rain nor hail nor shine will ever stop the muffins from getting through!”

And with that, she spread her wings and with a few strong flaps that set little miniature tornados of dust rising from the street and almost blew the letter from my hand, she leaped into the sky and flew away, diving and loop-de-looping as she did.

After kicking the doorbell a few times until it stopped ringing, I snuck back inside, and after closing the door I used the opportunity while still alone to tear open the envelope and look inside.

Inside the envelope was a note. 

“Meet me at the Cutie Mark Crusader Clubhouse at 9 o’clock t’night,” it read in crayon. “We’ve got stuff ta discuss.”

TO BE CONCLUDED IN FOALIN’ AROUND 3: FIRST BLOOM