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Three Steps Back

by SusieBeeca

Chapter 3: Better The Devil You Know [clop]

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It was usually not a bright idea to enter a grimy alleyway after dark, but nine o'clock was fortunately a bit early for the lowlifes to be out. Most of them, anyway. Flam rounded the corner and made his way down the small passage between the back of his hotel and an office tower until he was standing in front of the dumpster, overflowing with bags of trash and whatever leftovers the hotel had kept under the heat lamps too long.

"Hey. Over here."

Crouched in the shadow of the dumpster was a pony wearing what appeared to be a hoodie, covering the shape of his mane. Flam took another step forward, but a hoof shot up in front of the silhouetted figure.

"Ah ah, no, you just stay there."

Flam sighed and resisted the ruge to roll his eyes. He decided to play along---and not tell the other stallion he already recognized his voice. "Well?"

"Did you bring the camera?"

"What camera?"

He could see ears prick up under the hood. "Wha... what do you mean? Wasn't there a camera in the room?"

"No," he said, glad that lying came easily to those in his profession. "I thought all he took with him was his clothes, but I guess he must've taken that, too."

"Oh no," he whimpered. "Oh, that's not good!"

"Why? What exactly was on the film?" He tried not to imagine the expression on the face of whichever employee was unlucky enough to be processing it, probably as they spoke.

"Nothing!" he said quickly. "Uh, well, it's just... I'm not really, uh, photogenic, y'know?"

As Flam nodded, he went on: "And I just don't like the idea of pictures of me floating around out there, uh..."

"Tell you what," he said as he leaned against the dumpster. "You tell me where my brother went, and I'll do my best to get the photos back to you."

"I don't know where he went; I just know who took him."

"That'll do."

"So... your brother for the photos?" He held out a hoof, but made sure to keep it in the shadows.

"Deal."

They shook on it, and before Flam could drop his hoof, the other stallion added "I'll be here for another week. We have more shows to... I mean, uh, get them back to Room 1457! And the negatives, too!"

"Sure thing." Flam leaned forward until the tip of his muzzle was an inch in front of the shadows. "But if he's hurt----in ANY way---I expect to be... compensated, if you catch my drift."

"Of course."

"Now," he said, pulling away, "Tell me what you know."



***


Applejack finished brushing her mane and slid the hairbrush back into her top drawer, right beside the framed picture. Just like she did after her toughest days, she pulled it out and placed it beside the mirror so that they were looking back at her.

"So I guess you heard the news," she said. "I meant to tell ya sooner, but... There's gonna be another Apple."

She pressed her hoof against the glass frame. "Came a lil' earlier than I was hopin' fer, but... well... not much I c'n do now. Mac... he... he wants me t'get married. Can y'believe it?"

The two faces, long frozen in time, just smiled back up at her.

"I always wanted you to walk me down the aisle," she said quietly. "Guess that jes' wasn't meant to be."

She looked up at the mirror, and remembered back to the last time her mother had been sitting there, using that same hairbrush to pull the snarls out of her mane. Closing her eyes, she pictured that silhouette behind her, breathing gently on her neck, singing that sweet lullaby she'd then gone on to teach to Apple Bloom.

"The beautiful Whinnysee waltz," she murmured.

Goodnight, my darling.

"Goodnight," she whispered, leaning forward. Without opening her eyes, she placed a kiss on the mirror, and slid the photo back in the drawer. She let out a long-drawn breath, opened her eyes, and smiled back at her reflection.

Then she looked a little closer. To her surprise, she noticed the freckles that normally dotted her cheeks seemed to have spread to her chin. Applejack carefully lifted her bangs, and gasped when she saw them on her forehead, too. Her coat seemed thicker, shinier, as if she'd been rubbing almond oil into it.

"Dagnabbit," she muttered. "I'm glowin'."

"Do you always kiss the mirror before bed?"

"GYAH!"

She lept off the stool and jumped backwards. Flim was standing in the doorway, smiling at her.

"How long you been there?!"

"Just a few minutes."

"Git back t'yer room!" she hissed. "If my brother finds you, he'll crack yer head open like a melon!"

"Oh, he's sleeping quite soundly."

"He's a light sleeper," she said. Her heart was pounding.

"Not tonight he isn't." Flim stepped into the room and noiselessly closed the door behind him. "I may have... slipped a little something in his nightcap."

Applejack's jaw fell open. "You... you're unbelievable."

"It won't hurt him. It was just a small dose of anti-anxiety medication I carry around with me. With the way he was acting at dinner, I thought he could use it."

He wasn't happy when he saw the look on her face. He'd expected her to be indignant, but instead she looked away quickly, biting her lip.

'Anti-anxiety medication'? she thought as she rubbed a hoof against her belly, leaning back on the stool. The bleedin' thing, and now this? Jes' how sick is he?

"Applejack?"

An' what if it passes on...

"Applejack!"

She narrowed her eyes. "Why are ya here?"

"Well..." In the moonlight, Flim's smile looked almost genuine. "I just wanted to spend a little time with you, away from prying eyes."

"Oh yeah? To do what?"

He held his hoof out. "Would you care for a dance?"

Applejack crossed her front legs. "NO."

"C'mon. I'll sing."

She turned her back and was about to retort something when he began... and her eyes shot open.

"I was dancing with my darling To the Whinnysee waltz..."

Applejack rose from her seat, trembling all over. She hadn't heard that song sung out loud in a decade.

Flim smiled, his hoof still extended towards her, and kept singing. Very, very carefully, she put her hoof against his, and allowed him to pull her into an embrace.

"Yes, I remember that night," she sang quietly, "And the Whinnysee waltz..."

His hooves guided hers back and forth. She let him lead for once.

She let him sing the rest of the song, and... she couldn't believe it. She let herself melt against his body, slowly, carefully, listening to the gentle rythym she remembered so well. His voice was far different, of course, but those same, sweet old lyrics...

As the song ended, Flim tenderly leaned back and placed a kiss on top of her hoof. "Thank you."

"How didja know that song?!" she said as she pulled away.

"My big sister was a saloon singer." Flim paused to consider himself in the mirror, and carefully smoothed the white strands of his mane back in their place. "I heard you mention it, and it reminded me of her."

"Really?" Then something hit her---she remembered what he said at dinner. "Did she raise you?"

He paused, looking at her through the mirror. "Yes."

"So y'do have some family besides Flam. Yer sister---"

"She was always mean as cat shit," he spat.

"Oh." She certainly hadn't been expecting that reaction. "Sorry, I..."

Flim nudged the drawer open and lifted the photo with his magic. "So these are your parents?"

"Put that back!"

He looked at her with surprise. "What? I'm just---"

"I said PUT IT BACK!"

"Okay!" He returned it face-down. "I didn't mean anything by it, Applejack."

She let out a tense breath. ".... Me neither," she mumbled. "I'm sorry, I jes'..."

Flim put a foreleg around her shoulders and pulled her into a half-hug. "Shh. It's fine."

After a moment's hesitation, Applejack put her chin on his shoulder and allowed him to rub her back. "You came here for a reason, didn'tcha?" she whispered in his ear, looking at the closed door.

Nuzzliung up against her, he said "Of course I did."

"Well, I ain't gonna wait all night." She turned to walk towards the bed, flicking her tail up against his muzzle. Even as it slid back in place, she could feel his eyes on her backside, running up and down.

"You're... you're winking," he mumbled, a little droplet of drool at the side of his mouth.

Once she was flopped back down on the mattress, Applejack spread her hindlegs and shot him a winning smile. "C'mere!"

And he was on top of her in a flash. Giggling, Applejack lifted her hind hooves and rubbed them up and down his cutie marks. Flim pushed his face against her chest, moaning.

"Fuck," he hissed. "I've missed the sweet smell of your coat."

"Lemme feel that cock," she breathed. And, sure enough, when he leaned down to grind against her, she felt that hot, wet tip pressing against her belly. She wiggled down a few inches, groaning as she felt his heavy balls resting against her tenderness.

"How do you want it?" he asked, nipping at her neck.

"Y'gave it to me rough last time," she said as she traced the tip of her muzzle up his horn. "This time, I wantcha to be real gentle."

"Like this?"

"Ahh-AAH!"

All he'd done was rub up against her, the underside of his dick sliding between her lips, but it made her shudder.

"Shh," he softly whispered against her ear. "I know you're a screamer, but---"

"Hold on."

"What?"

With a grin, Applejack placed both front hooves on his shoulders and then flipped him on his back. "Last time, you got to taste me," she said as she began trailing her wet lips down his body. "Now it's my turn."

Applejack licked the base of his shaft, smiling as she heard him groan. She nudged her snout up against his crotch, and opened her mouth, letting her tongue sweep over his balls.

"Fuck yes," he moaned above her.

She took one in her mouth and began gingerly rolling it around; when the first few drops of precum began trickling down his shaft, she let it slide out of her mouth and moved to the other.

"Ah, Celestia," Flim said, panting. "Yes! Oh, Applejack... Yesssss. Suck my stones."

You could bite 'em off right now.

Her eyes widened, his left nut still in her mouth. Where had that voice come from?!

Instead of paying any attention to it, Applejack shifted in the bed, turned around, and plunked her dripping sex down on Flim's muzzle.

"Eat me," she demanded, shoving against him. Her open mouth quivered on his scrotum when she felt his tongue lash up against her.

"Mmmmph!" she moaned, pulling back and throating his cock.

"Mmm... naughty girl!" he said around her pussy. "Where'd you learn to do that?"

Her eyes flew open when she felt his tongue nudge a little higher, up above her slit, right under her tail. She had no idea what he was thinking. Why was he doing that.... there?

She spat his cock out. "Quit it! That's... dirty!" she exclaimed.

He pulled away just long enough to say "Tastes fine to me!" and then went back to rimming her.

"Ah! Don't.... ohh..." The feeling of tongue and lips against her in that most intimate spot was making her dribble from both ends. "Mmm. Oh, please..."

"You like it?"

"Mm-hmm," she moaned through her clenched teeth. Her tail flopped around his head until she found his horn, and began gently stroking it. "You sure have---ah!---some tricks up yer sleeve."

"I suspect you do, too."

She lifted herself from his lapping tongue. "Funny you should mention that."

He frowned when her tail stopped rubbing his horn. "What?"

Applejack smiled and placed a kiss on his cheek. "There's somethin' I been dyin' to try fer awhile now. You jes' stay there."

"Hey!" he said, sitting up. "Where are you going?"

"Be right back!" she called back to him as she left the room.

***


She was only gone a few minutes. When she came back, she was carrying a mug of cider on her head and another on her rump.

"Hey, you shouldn't be drinking that," he said. It surprised him a little to hear the concern in his own voice.

"This one's fer you." She put it down on the table next to his side of the bed. "The other's mine. It's just juice, don't worry."

With the practiced ease that was familiar to most Earth ponies, she looped her tail around the handle of her drink and held it up to his. "Cheers."

"To what?"

Applejack smirked. "To bad decisions?"

"Ha!" He clinked his mug against hers. "I'll drink to that."

They both downed a gulp, and Applejack crawled up on the bed next to him; still holding her juice, she gently pushed his hindlegs apart so she could move between them.

"So, you said you had a trick you wanted to show me...?"

"Uh-huh. Now you jes' lie back an' let me try this out." She could feel her cheeks heating up. "I never, uh, actually done this before."

"Done what?"

"You'll see." She put her drink down and stuck her muzzle into it. "I jes' gotta get somethin' out of here first."

"What are you..."

"Jes 'ie 'ack 'own," Applejack mumbled. She clearly had something in her mouth; her cheek was popped out a little. "Close 'er eyes."

Flim was glad he'd put his drink down, because when he felt the heat of her mouth and an ice cube he nearly jumped out of his skin. "Wha---?!"

"'Is mi' 'eel a l'il col'," she said with her lips at the tip of his cock. She traced the ice around the flare, over the slit, then took it back in her mouth along with the first few inches.

With a loud groan, Flim let her push him back into the sheets. Dear sweet Celestia, he could hardly believe she knew the ice cube trick! This mare was far more interesting than he first gave her credit for.

Applejack moaned as she rubbed her hoof gently across one of his balls. "Mmm?"

"It feels... amazing," he breathed. Even though he was already shaking, he reached for his drink. "You...ah!....You sure know how to treat a stallion. Talk about Southern hospitality!"

"Mmm-hmmph."

"And to think I pegged you for a virgin when I first saw you. You must have quite a few notches on your bedpost."

Applejack looked up with a frown, letting his dick slide out of her mouth. She spat out the ice. "Keep talkin' like that and yer gonna feel teeth."

He laughed. "Relax! It was a compliment." He took a big swig, and was a little surprised to see her eyes following his movements. "I'm just saying you're very talenAH!"

She'd throated him again.

"That," he said with a chuckle. "That's what I'm saying. You're very talented."

Flim grinned. A drink in one hoof and a pretty mare between his legs. It ended up even better than he'd hoped for. He'd been pretty sure he was going to get chased out of the bedroom at best, murdered at worst. It did seem a little odd that she'd been willing, but then again, he knew that the hormones could make mares go a little crazy when---

Then he winced. Right. She was pregnant. He couldn't believe he'd forgotten about that.

And he'd forgotten about her. Quickly finishing the drink, Flim shot a beam over her back.

"Mmmph?!" Applejack's eyes opened when she felt her tail lifting.

"Shh, just relax," he said, placing the mug back on the table. "It won't hurt the baby. I'm just going to help you out."

"What---AH!" She squeaked. She'd actually squeaked. Something staticky behind her was pinching her clit. "Nnng... that... you finished that drink already?"

"I was thirsty. I think I drooled and dripped all the way down the hall just thinking about you."

Applejack laughed, nuzzling against his dick. "Aw, knock it off. You really are a terrible sweet-talker. Mmm..."

The way he was tugging and pulling at her clit was making her tremble all over, but she had to finish what she'd started. She carefully dragged the tip of her tongue over his medial ring and worked her way back to the top with soft kisses. Suddenly the magic behind her fizzled.

"Hey, why'd you stop?"

"I can't concentrate when you're doing... that," he said weakly.

"Hmph! Stallions," she muttered, but she got back to sucking.

He normally would've said something back, but he was feeling a little tendril of worry curling up into a question: he had lost his concentration for a moment there, but he almost never broke off magic by accident. Running a machine at top speed, in reverse, while multiple sharp objects are being hurled at you sees to it you learn how to keep magic flowing. What just happened?

"Um... somethin' the matter?"

He looked down and his eyes nearly bugged out of their sockets. To his growing horror, he watched her push his limp cock back and forth between her hooves.

"Just---just keep going!" he said, his voice---if nothing else---rising. "It's fine, just go back to what..."

Applejack frowned and nudged his cock a few times. She licked it, then tried pulling it into her mouth. Nothing. "Mmph... I don't think---"

The hitch in his voice had turned to near-panic. "I swear, this has never happened before!"

Her knotted expression melted into sadness. "Is it... me?"

"No! No, you're beautiful," he said quickly. Then he shook his head. He was trying as hard as he could to think how to talk himself out of this one, but his brain felt fuzzy. "I just... I guess, uh... I feel tired. Maybe I had too much to drink..."

The drink.

She raised an eyebrow. "You okay, sugarcube?"

"No, I..." Flim put a hoof to the side of his head and groaned. No, something was definitely wrong. He could barely string words together now, and it seemed like a blanket of exhaustion was slipping around the edges of his mind. "I'm just... really... tired...?"

The drink!

"Oh..." he mumbled, looking at the empty mug. "You... bitch..."

He couldn't fight her off as she shoved him back to the mattress. "How does it feel, huh?" Applejack barked. "Huh? What's it like bein' drugged? Feel good?"

"I'm..." Too late, now. The edges of his vision were swimming. "Gonna..."

When he blacked out, Applejack smiled. She wasn't particularly proud of what she'd just done, but damn if he didn't deserve it.

"Sleep tight," she said, and placed a kiss on his forehead.

Author's Notes:

I actually got choked up writing this. (Well, part of it, at least). My late grandfather used to sing that song to his kids, and my dad still sings it to me. :)

EDIT: I thought the song was in the public domain, but it turns out it isn't, so I edited to chapter so that only a few lines were used, as per FimFiction's rules.

Next Chapter: The Ties That Bind [clop] Estimated time remaining: 10 Hours, 45 Minutes
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Three Steps Back

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