Applebloom sat alone atop the only bridge in Ponyville, lamenting the fact that her quest to find something fun to do on her own had ended in utter failure. A single pony, sitting on the single bridge in Ponyville that crossed over the single river that flowed through it. Three completely different things, all alone in the light of the slowly setting sun. Even then Applebloom found no relief to her unwanted solace, simply keeping her head held down as she counted the grains in the wood.

She sighed, the heaviness that had settled in her chest weighing her down enough that she wasn’t sure she could even stand. “Well, that was a bust… guess I’ll just head back to the clubhouse and mope by mysel-”

“Ooohhh…”

Applebloom’s head shot up, ear twitching from the sudden noise that seemed to ring throughout the streets of Ponyville. She held her breath, waiting to see if the strange sound would come again to help her pinpoint its source.

“Ooohhh…”

She glanced at a large building across the street, assuming that the establishment was some kind of dance school from the large, ballerina-pony sign hanging on the front. However, seeing as the business appeared to be closed, at least if the white sign on the front door that stated as such was to be believed, she figured that it wasn’t the source of the strange commotion that had taken her interest. Instead, as another loud gasp rang from across the street, she turned her attention to the small house next door and stood up.

“What in tarnation is goin’ on in there?”

She made her way across the street, stopping whenever she heard another heated shout coming from inside the building. In fact, each step closer to the house seemed to make the groans come through clearer and with greater frequency. By the time she reached the door they had become almost rhythmic, and she could just barely make out a second, deeper voice between each of the more feminine sounding gasps.

‘What in the hay...?’

She reached up towards the door, ready to rap her hoof against it a couple times to ask whoever was inside what was going on.

A deep voice seeped through the walls, the words clear as day as her hoof sat but an inch from the wooden door. “Eeyup… mmm… that fun enough for yah?”

Her eyebrow arched. ‘Strange, ah feel like I know that pony…’

She heard a mare chuckle in reply. “Ha… oh yeah… I needed that after today...”

Her eyebrow arched even more. ‘What the…? That was… hmm, I see...’

Applebloom grinned, and with a sudden, Apple Family quality kick to the door it swung open and slammed against the opposite wall. She found herself in a well-kept living room, smiling at a pair of ponies entwined on the couch. They either hadn’t noticed her or just simply didn’t care, too engrossed with grinding their bodies against one another to some inaudible beat in their heads. But with just one glance at the two ponies and her hunch had been proven correct. For some reason, her brother Big Macintosh and her teacher Cheerilee were doing some weird type of dancing in the mare’s living room. Whatever it was, the two matching grins on their faces certainly made it look like fun!

Applebloom gave her brother a smile and a wave when he turned his head towards her, his eyes shrinking to pinpricks as he saw his little sister standing in the doorway as he sat balls-deep inside Cheerilee’s clenching passage.

“Whatever kind of dancing ya’ll are doing, you’re doing it together and I want in!”

The two ponies flailed about as they tried to cover up from the sudden intruder who had barged into their home. Big Mac, who was laying on top of the smaller mare, quickly grabbed a nearby pillow and held it against his waist, shielding the thick shaft that sat speared inside Cheerilee’s moist depths from the much-too-young filly in the room,

“Uh…” He glanced at his marefriend, silently asking her for help with the very, very awkward situation. “Well, uh, Applebloom, what we’re doin’ ain’t exactly dancin’...”

Applebloom head tilted in thought. “Well, if yah weren’t dancing, what were you two doin’?”

Mac shared another look with Cheerilee, who was either too stunned from their shared orgasm or too embarrassed at being caught by one of her students to move from her position on the couch. “Uhm…” He pulled his hips back, both ponies shivering as his slickened cock pulled free from her marehood with a barely audible slurp. Keeping the pillow between his legs to preserve his modesty, he sat down on his haunches and turned towards Applebloom. “Well…” His cheeks brightened up in a blush, coughing into his hoof and rubbing the back of his head as he thought up a way to explain what he was doing to his own sister. “Uhm, well, it’s not really something you can do until you’re older…”

He turned towards Cheerilee as she propped herself up against the arm of the couch, keeping her legs crossed to hide the thick white cream slowly leaking from her battered lips. She peered at the filly in her home, staring at the small cutie mark emblazoned on her flank that she had so proudly displayed in class earlier that day.

“Hon…” - she tapped her coltfriend in the side - “she does have her cutie mark... “

The stallion’s eyes widened. “S-s-so!? What, do you want me to invite her to join us or something?”

The mare rolled her eyes and slapped him on the shoulder with a hoof. “No, sweetums. I’m saying that, if she doesn't know what, uh…” She glanced at Applebloom out of the corner of her eye, lowering her voice to a whisper so her student couldn’t hear what she was saying. “... sex is, then we should tell her! She’s old enough now that her first heat can’t be too far off. Besides, we could use the practice…” She waggled her eyebrows and opened her legs, just enough to show him the seed he had deposited deep inside her womb slowly leaking from her marehood.

Big Macintosh kept his gaze between her legs, and she sighed as she saw his impressive stallionhood start to stir as it pressed against the pillow hiding his crotch. “Fine, I’ll do it…” Turning towards Applebloom, she gave her a warm smile and waved her over. “Okay, uh… Applebloom, come over here, please.”

Applebloom grinned, practically shaking with excitement as she made her way over to the couch. “Yes ma’am!”

She gave her student a shaky smile, reaching out with a thankfully clean hoof to pat her on the shoulder. “Okay, Applebloom. What I’m about to tell you about is not something you can go about doing willy-nilly. This is only something you should do when you’re ready, and only with somepony you really, really trust-”

Applebloom suddenly jumped up into the air, grin widening as she saw the answer to all her problems right before her. “That sounds a lot like friendship! And I’m ready for anythin’ that I don’t have to do by myself!”

Cheerilee glanced at Big Mac, shrugging her shoulders before turning back to the excited student sitting on the floor in front of her. “Okay then, so, when a mare and a stallion love each other very much...”

Sweetie Belle smiled as Scootaloo made her way up the ramp to the clubhouse, grabbing the scarf she had made in her magic and holding it out towards her friend as she reached the top. “Look what I did!”

Scootaloo took one look at the abomination of colors before her and frowned, quickly turning it into a weak smile so as to not disappoint her friend. “W-wow… Uh, that’s… uhm…”

“Horrible!”

Scootaloo glanced nervously at her friend, fully expecting to see a disappointed frown on the unicorn’s face. She was taken aback for a moment as not only was she not frowning, she was actually smiling!

Sweetie Belle grinned at the terribly crocheted scarf. “But it was so much fun! Rarity showed me how, even though she says crochet is ‘knitting’s poorer cousin’. But I loved it!”

Scootaloo smiled, happy to see her friend so cheerful about her day. “Awesome!” They turned towards the clubhouse, walking up the door and gently nudging it open to find…

Darkness.

In fact, the only light in the room came from the now open doorway they stood within, all the shutters on the windows pulled closed to deny the room any kind of sunlight. Yet what little light they had was more than enough to illuminate the form of their friend, Applebloom, sitting at the far side of the clubhouse with her back turned towards the entryway.

Applebloom slowly turned over her shoulder to look at them, mouth curving up into a smile as she saw her two best friends in all of Equestria standing at the door. “Oh, hello girls! Have fun perusing your own interests?”

It took a moment for the two to formulate a response, so unused to seeing Applebloom all by herself in a pitch-black room. Scootaloo was the first to find enough courage to speak, though even then her voice came out somewhat shakily. “Applebloom? What are you doing sitting in the dark?”

“Yeah…” Sweetie nervously glanced at Scootaloo, turning back towards Applebloom with worry in her eyes. “We thought you’d be out looking for things you like to do...”

Applebloom chuckled. “Oh ho ho, I did! I looked all over town! I looked, and I looked, and I looked, and you know what I found?”

Scootaloo and Sweetie Belle simply shook their heads, too worried to speak a single word towards their frazzled friend.

Applebloom’s smile widened, and as the yellow filly suddenly jumped up and turned around as the shutters pulled up on their own and bathed the object she held in her hooves in light.

“Sex!”

Both fillies in the doorway gasped as they saw the jet-black stallion-dildo in Applebloom’s hooves, the ends of the silicone toy wobbling as she lifted it towards the sky. Scootaloo froze in place, all the blood in her body rushing into her cheeks as her eyes stayed locked on the faux-stallion shaft before her.

Sweetie, however, quickly overcame the shock and questioningly tilted her head to the side. “Sex? What’s that?”

Applebloom began to excitedly jump up and down, the dildo erratically wiggling about in her hoof as Sweetie walked up to her. “It’s something I learned about from mah brother and Cheerilee earlier! It’s really, really fun!”

Sweetie Belle smiled at her friend’s excitement, looking over the strange object in Applebloom’s hooves and marveling at the small bulging veins that ran across its surface. “Oh? Cool! Did you get to play it with them?”

Applebloom frowned. “Naw, they didn’t want to play sex with me…” Her mouth turned back up into a grin, happy to see her excitement over the new activity had spread to her friend. “But, they did say that you’re only supposed tah play it with ponies you really, really, really trust, and only where other ponies can’t see yah playing it.” She brought the dildo in front of her face, both fillies looking over the strange object in awe. “They also gave me this thing, which is apparently something you need to play the game! And, seeing as I really, really, really trust the two of you, I figure this is something the three of us can do together! And seein’ as this clubhouse is so secluded and stuff, we shouldn’t have any problems playing it here!”

Sweetie Belle smiled and rapidly nodded her head. “Okay! Sounds cool! Hey Scootaloo, want to play sex with us?”

The pegasi simply stood still in the doorway, eyes wide open as her gaze locked in on the stallion cock in Applebloom’s hooves. Her wings stood fully erect on both sides of her body, as they had been ever since her friend had insinuated have sex with her friends, and her tail slowly raised up and over her back as a dampness formed beneath it.

Sweetie Belle watched her friend for a few moments, the wide grin on her face slowly falling to a frown as no reply came from the stunned pegasus. She turned back towards Applebloom, who simply shrugged her shoulders and smiled.

“Oh well… C’mon, Sweetie! Let’s try and see if we can figure this out on our own!”

The smile returned to Sweetie Belle’s face, the young unicorn following her friend over to the corner of the clubhouse with a skip to her step. “Okay! What do you want me to do?”

Applebloom turned around, tapping her chin with the dildo in thought. “Hmm… I’m not really sure… When I walked in on them playing, Big Macintosh was laying on top of Cheerilee, so I’d guess that would be good ah place to start as any.”

Sweetie Belle nodded, laying down on her stomach and smiling as Applebloom climbed on top of her. “Alright, what now?”

Applebloom frowned, glancing between the dildo in her hooves and the back of her friend’s head. She testingly tapped the silicone toy against Sweetie Belle’s mane, wondering why she wasn’t getting a reaction from her friend. “Uh, hold on… something ain’t right here… uh…” She clenched her eyes shut and thought hard, tongue sticking out of the corner of her mouth as she tried to remember what the two ponies had been doing when she found them. “Actually, I think you need to roll around… hold on…”

She stepped away from Sweetie Belle, who rolled over onto her back to reveal the soft white fur of her belly to her friend. Applebloom once again stood over her, but this time she turned around and smiled as she found her target. “A-ha! There it is! So…” She fidgeted with the thick slab of dark silicone in her hooves, flipping it around so the blunted base faced away from them as she lowered it between Sweetie Belle’s legs. “They told me that colts have a thing called a ‘penis’, and when they play sex with somepony else they put it inside this.” She tapped the tip of the faux-stallionhood above the tight white lips of Sweetie Belle’s marehood, smiling as the unicorn fidgeted in place and giggled. “I asked ‘em if I could play the game with another filly, and they wound up giving me this. They seemed to be real reluctant to hoof it over, but when I asked if they could still play the game together without it Cheerilee said Big Mac had one of his own.”

Sweetie bit down on a hoof to hold in another round of giggles as Applebloom continued tickling her with the dildo. “Heh… Hey! That tickles!”

Applebloom, tongue once again hanging out of the corner of her mouth, sat back on Sweetie Belle’s chest as she used both of her hooves to maneuver the wobbly penis into place. “Sorry about that. This things hard to aim!”

Eventually, however, as luck would have it, the tip of the toy brushed across the center of Sweetie’s marehood and sent a shockwave of pleasure up her spine. Applebloom nearly jumped off her friend in fright as the unicorn suddenly yelped and flailed her hooves about, turning to worryingly look at her friend’s face.

“Sweetie Belle! Are you okay?!”

Sweetie Belle continued to stare up at the ceiling with wide open eyes, mouth agape as her mind tried to register the sensations that had just coursed through her body. “Whoa… that was…” Her eyes snapped to Applebloom’s, a mouth-splitting grin growing on her face as her expression brightened. “That was amazing! Do it again!”

Applebloom gave her a nod, smiling as she turned back around to glance between Sweetie’s legs. “Okay! Now, they told me to rub it around until there’s some sorta liquid or something. Then I’m supposed to put it in you, and then the real fun is supposed to begin!”

Sweetie Belle continued to shiver on the floor of the clubhouse, coping with feelings resonating from between her legs that kept on coming as Applebloom rubbed her with the new toy. “In… inside me? A-are you s-sure it’s gonna fit?”

Applebloom wiggled the tip of the dildo against her friend’s marehood, amazed how the outer lips seemed to hug the flexible toy like a long lost friend. “I’m pretty sure… I mean, you’re the same size as me, and Cheerilee said I could use it on mahself if I wanted t-” Her eyes widened as, when she pulled the dildo away from her friend’s body, the tip of the toy glistened in the light coming in through the window. “Hey! I think it’s working! There’s something coming out!”

Sweetie Belle gasped as Applebloom mashed the tip of the dildo between her legs once again. “Mmm… ooooh… it’s certainly doing something…”

A few rubs later and most of the first couple inches of fake pony-cock had been thoroughly coated in Sweetie’s juices. Applebloom lifted the dildo up to her face in to get a better look, eyes wide with wonder as she watched a bead of the strange liquid roll down the side of the shaft. “Wow… what is this stuff?” She leaned in and sniffed it. “Hmm, smells almost… sweet.”

Sweetie Belle would have been interested in the fact that her body was producing something ‘sweet’, however the strange warmth flowing through her veins demanded to be satiated and forced her to voice her command. “A… Applebloom, could you please… mmm… c-continue?”

Applebloom pulled her head away from the dildo, just before the tip of her tongue pressed against it to sample a taste of the strange fluid coating its tip. “Oh! Alright…” Bringing the toy back between Sweetie’s legs, she rubbed the length between the two damp lips of her friend’s marehood to recoat it in juices before lining the tip up with her entrance. “Okay, are you ready-”

Sweetie Belle could feel sweat starting to form on her brow as the heat between her legs spread to the rest of her body. “J-just… just put it in already, please…”

She simply nodded in reply, ever so gently applying pressure to the base of the toy to push it into her friend. She frowned as, instead of easily slipping inside as she thought it would, the toy began to bend as she began pushing harder and harder. “Ugh, c’mon… It doesn't look like it’s gonna fit, Sweeti-”

With a faint popping sound, nearly half of the entire dildo slipped into Sweetie Belle’s tight passage.

Sweetie Belle’s mouth opened in a silent scream, all the muscles in her body, including some she didn’t even know she had, tensed up from the tidal wave of sensations battering her brain.

Applebloom, mouth also agape as she stared in wonder at where the dildo had magically disappeared inside her friend, whistled in awe and turned to look over her shoulder. “Wow, that’s amazing! Sweetie Belle, what does that feel li-” She gasped as she saw the near comatose state of her friend, leaving the dildo buried halfway into her passage as she turned around and grabbed the sides of Sweetie’s head. “Sweetie Belle? Are you okay? Should we stop? Did I not get you ready enou-”

Sweetie Belle’s hoof suddenly grabbed onto her own, the unicorn’s glazed over eyes meeting hers in a heated stare. “K-keep going…”

Applebloom, face full of worry, wearily nodded her head and turned back around. “O-okay… just, if it don’t feel good, tell me, al- whoa!” Just as she finished turning around, her pegasus friend suddenly appeared right in front of her with an easily-noticeable blush across her cheeks. “Whoa, Scootaloo, you scared me ther-”

“Let me help…”

Applebloom’s eyebrow arched, questioningly glancing at her friend’s weird behavior. “Uh, okay… When Big Mac and Cheerilee told me about it, they only really talked about there being two ponies and-”

Scootaloo gave her a blush-filled glare. “Just… just keep doing what you’ve been doing…” With that, she laid down on her belly between Sweetie Belle’s legs and waited.

Applebloom watched her pegasus friend for a moment, wondering what the hay was going on inside her mind. “O-okay…” With that she reached down and grabbed the dildo, eyes still watching Scootaloo’s every movement as she began pulling the toy from Sweetie Belle’s tight passage. Her attention was pulled back to the task at hand as, with a yelp from her friend, the now glimmering silicone-cock slipped from between Sweetie’s lips with a wet slurp. “Wow, Sweetie, you're really makin’ a lot of that stuff now-”

Sweetie Belle began weakly kicking out her leg, a strange sense of frustration starting to build as a tightness formed below her waist. “P-put it back in! Please!”

Applebloom turned over her shoulder and swallowed the lump in her throat. “A-are you sure? Big Mac and Cheerilee said ah should take it slow the first ti-”

A hoof suddenly pressed against hers and, before she could react, shoved the dildo in her grasp all the way to the base inside of Sweetie Belle’s marehood. She snapped her head back around in surprise as Scootaloo took control, using her own hoof to mash the dildo in and out of their friend’s weeping white lips.

“Sc-Scootaloo!? What in tarnation are yah do- whoa!”

Scootaloo’s other hoof suddenly shot out and knocked her over, landing with an “Oof!” on top of Sweetie Belle. She glanced at her friend, worried at the far off look in her eyes before picking her head up to look down her body at Scootaloo. “Hey, what’s go-oooohly-moly…”

Scootaloo, one hoof still driving the faux-stallion cock in and out of Sweetie Belle’s clenching tunnel, brought the other one up between Applebloom’s legs and began running it up and down the thin yellow lips of her marehood. Her mouth began to water as she got flashes of her friend’s bright pink insides, and before she knew it she began leaning in for a taste.

Applebloom, head right next to Sweetie Belle’s as they both rode out the new sensations wracking their bodies, gasped as Scootaloo pried apart her labial lips with a hoof. “Whoooa, Scootaloo, that feels amaz-aaaah!”

There was nothing that could have prepared her for the sensation of a small tongue burying itself inside her quivering passage, rigorously lapping at her innermost sanctuary to drink up whatever juices the pegasus could find. Applebloom was left stunned, matching the look on Sweetie Belle’s face as she stared blankly at the wooden ceiling above as Scootaloo went to town on both of their marehoods.

Scootaloo, eyes shut as she sensually lapped at her friend’s insides, began to pick up the pace on both of her friends as a lustful haze settled in her mind. The dildo splitting open Sweetie Belle’s velveteen insides became a blur of loud squelches and high-pitched squeaks, the unicorn yelping with each balls-deep thrust into her passage. Applebloom, however, settled for groaning out one long, deep sounding moan that changed pitched based on what Scootaloo’s tongue did inside of her. Scootaloo made a small game out of it, smiling to herself as she tested different techniques to see which made what sound come from her friend’s lips. After a few minutes of this, she finally got the signal she had been waiting for.

Sweetie Belle was the first to form the words, struggling to speak them as the silicone cock split open parts of her body she didn’t even knew she had. “Sc-scootalooooh… S-s-something’s happening…”

Applebloom was quick to follow, weakly placing a hoof on top of Scootaloo’s head as if trying to push her away but unable to muster the strength to deny the thirsty pegasus her prize. “M-me too… Oh my stars!”

Scootaloo, grinning as she imagined the pleasure that was about to befall her friends, changed the angle of the dildo’s thrusts to grind the black toy across the cute little nub of Sweetie Belle’s clit as her lips closed around Applebloom’s. She gave the small apple sitting at the top of her marehood a quick suck, striking the bundle of nerves with her tongue to set off a chain reaction throughout Applebloom’s body.

And with one last squeak and one last moan, both fillies felt their first ever orgasms crash into their bodies.

Sweetie Belle wrapped her forelegs around Applebloom and held her tight, shoving her muzzle into the back of her mane to muffle her shouts as her hips involuntarily thrust upwards towards the winged menace between her legs. Applebloom’s entire body clenched up for a moment and then began to rhythmically spasm as the plump yellow lips between her legs fluttered in bliss. A stream of marecum trickled out of both fillies’ lips, only to be scooped up as Scootaloo guided both her friends through their respective orgasms.

The shockwaves of climax would prove to be too much for both of them, each filly falling into a pleasure-induced coma before their orgasms could even come to an end. Even then Scootaloo continued her ministrations, both her friends’ bodies involuntarily twitching in response to the lashes of her tongue as she cleaned up whatever cum was left.

Her job done, Scootaloo pulled away from the pile of fillies and smiled, large swaths of marecum matting down the fur on her cheeks as she surveyed the damage she had caused. Her grin slowly fell into a frown as neither of her friends began to stir, sighing as she realized they would not be able to return the favor. However, as a lewd slurp and a wet thud got her attention, the devilish smirk returned to her lips as she saw the dildo, still thoroughly coated in Sweetie Belle’s juices, laying on the floor of the clubhouse.

She leaned over and picked up the slick dildo, smiling as she looked it over and then lined it up with her lips. The faux-stallionhood slid between her lips with ease and she sighed as she leaned back against the wall of the clubhouse, settling into an easy rhythm as she watched the slumbering forms of her well-fucked filly-friends.

“Mmm… yeah, I think Applebloom’s right. Ah!” She gasped as the dildo bottomed out inside her marehood, smile quickly returning as she watched small lines of marecum glisten in the light between her friends legs. “This is definitely something the three of us can do together…”

Author's Notes:

Write a story with foals? Check.

So, my first ever story featuring the CMC, and my first ever story with foals to boot! Never even thought about how the season was obviously going to have a CMC-centric episode, but hopefully I did a good enough job with this little diddy here. Again, I tried to avoid the overly-cliched parts of the story (mainly where the CMC 'help' Bulk Biceps and/or Big Macintosh towards the beginning of the episode), but even without that I had plenty ideas to work with by the time the episode ended.

P.S. Right before uploading this, I decided to add Big Macintosh and Cheerliee (I had them as generic 'Stallion' and 'Mare'), so if the dialogue doesn't seem to fit their characters that is probably why.