Re-edited with Grammarly as of 1-2-21

“Welcome back, Fred,” Twilight hugged Philomena and I after we got off the train, “Philomena. How was your time with your mother and Aunt Luna?”

I already had one arm around Philomena, so I used the other to wrap around Twilight’s waist to hold them both to me. “It was good, but I’m concerned about something.”

Twilight looked up at me, “Oh? What’s that?”

“Well as you know,” I began telling her as we walked out of the station, “it was more than just a family visit. She also wanted me to attend a few council meetings about law changes relating to the slavery of humans.” Twilight nodded. “During those meetings, things just didn’t feel right. I can’t explain it other than it just felt…off. As if the whole atmosphere was hostile not only toward me but to Mother and Aunt Luna.”

“Really?”

“Yes, Twilight,” Philomena put in for me.

“So, I asked Councilpony Fancy Pants about it,” I continued, walking into the town proper, “and he says that some of the council representatives have been unusually hush hush about their activities. Nothing unethical or illegal necessarily, but the whole thing makes me nervous. I can’t put my finger on it.”

“Well, hopefully, it’s nothing at all and just your imagination.”

I smiled down at her, “Hopefully you’re right.”

“By the way,” she bumped me with her hips, “I told Cadence about us which means that my brother more than likely knows about us.”

I rolled my eyes with a sigh, “Well, I’m dead.”

“Oh stop,” she giggled, playfully bumping me again.

Philomena got my attention with a gentle poke. “I want visit Fluttershy. She wanted me to visit after get here.”

“Alright,” I gave her a smile and kissed her beak, “have fun.” With that, Twilight and I watched her fly off toward her cabin. “So,” leaning over, I whispered into her ear, “you miss me?” She blushed with a small giggle and a nod. “Well, I think it will turn into a beautiful night tonight,” motioning up toward the setting sun in the distance. “Want to do anything special?”

“Yes, actually but Pinkie wants us to stop by,” she told me as she steered me in the direction of Surgarcube Corner. “Something about the possibility of her baking for the Ponyville Days Festival.”

“It stands to reason considering how much she cooks for the town already,” I said with a chuckle.

“Yep,” she giggled, “Have you eaten yet?”

“Nope decided to wait and see if you wanted to do anything.”

“Aww,” leaning up her lips kissed my cheek, “Thank you. That’s a good thing because she’ll probably want you to do some taste testing. So we’ll just have dinner there.”

“Shouldn’t be many there considering it’s after dinner time already,” I mused as my hand reached out and opened the door for her after we arrived, motioning for her to go first. She walked in and sat down at the nearest open table close to the door. “Pinkie?” I called out sense no one or nopony was there but us, Pinkie, and probably the Cakes. “You here?”

“Be right down,” she called out to us which left us to wait. With a shrug over to Twilight, I put my feet up in the chair across from me and leaned back in the bench seat against the wall. Twilight just leaned against me with a smile where I put my arm around her. “Make yourself at home,” she called out again, “the Cakes aren’t here.”

“Thank you, we already have, Pinkie,” my voice carried upstairs to her as my fingers lightly scratched against Twilight’s shoulder. It wasn’t long before she came downstairs wearing a nightgown of all things. Which meant that she was done cooking for the day. But it wasn’t just any nightgown. It appeared to be a partially see-through pink baby doll nightgown with pink fluff around the edges. And see-through enough for my eyes to spy the light pink lacy undies she was wearing.

“One second,” she waved at us going into the kitchen. I tried to make it appear as if it wasn’t affecting me as much as it was while we heard her rummage through the kitchen. About a minute later she came out with a platter with some treats on it. “Alright tell me what you think?” she asked putting down the platter in front of us then sliding into the bench seat next to me. Not only next to me, but she grabbed my arm and put it around her shoulders before putting her own arm around my waist to press herself up against me. This was great save for one problem. I didn’t have any hands to use to try anything with. But then again, that could be the point in all of it. Not that I would complain any. She waited for a beat before giggling, “Right, no hands,” then reaching down and picking up what looked like a small square piece of thick fudge. “Tell me what you think,” she told me and lifted it to my lips.

Twilight did the same as I took what she offered.

“Not bad,” I mused after savoring the bite. It was her version of the Reese’s Pieces Peanut Butter Cups only in squares instead of round cups. “I’d suggest taking out about half or so of the sugar in the peanut butter and adding some vanilla extract. Other than that, Pinkie, you are definitely on the right track. Just a tad much on the sugary side because more of the peanut butter needs to be tested more.”

“I agree, Fred,” Twilight added after her bite, “it’s good, but a little too much sugar in it.”

“Ok,” Pinkie said kissing my cheek, “Thank you. Try the others.” Which were more regular muffins and other pastries. “I hope whoever is in charge of the Ponyville Day Festival lets me cook for it.”

“Oh, I’m sure they will, Pinkie,” I told her happily. “I wouldn’t worry. Speaking of what’s the Festival about and who decides who’s in charge?”

“Oh, oh, oh, I know,” Pinkie bounced in her seat. “It’s one big party celebrating Ponyville.”

Twilight giggled at her antics, “Essentially, yes. Because Ponyville seems to have so many crises all the time, Mayor Mare thought that one time of year it would be a good idea to have a festival to promote a strong community. And three elder town mares, which always includes Granny Smith, will be the ones deciding who’s in charge each year.”

“Granny Smith?”

“Yes, Fred. The Apple family is the main reason that Ponyville exists in the first place after getting the property ok from your mother,” Twilight clarified for me.

“Interesting,” I mused while munching on a muffin and lightly scratching Pinkie’s shoulder. Pinkie meanwhile was humming and munching away as she leaned up against me. I wasn’t arguing any, heck this was great. “I wonder if I could talk to AJ and Big Mac about their family history regarding that?”

“Don’t know,” Twilight shrugged while nibbling on her own treat. “Might want to wait though. You just got AJ into your good graces, so to speak.”

“Yeah, you’re right. Still would be interesting.” From there we had an actual dinner, which was good and not filled with sugar if you can believe it. It was also after dinner and before we even thought about leaving did Pinkie suggest staying with her for the night. She made up excuse after excuse for us to stay. Then everything she did after we showed up made sense. You little vixen. She had planned this from the start.

After Pinkie asked us, I looked over at Twilight for her answer. I didn’t mind. Hell, what guy would? But Twilight looked a little nervous. “It’s just,” Twilight whispered like a shy schoolgirl, “I’ve never…”

“Oh, it’ll be fine Twilight,” Pinkie hugged her, “come on.” Then proceeded to pull us upstairs. Because Twilight went along with it, albeit seemingly reluctantly, I went too. Once inside of her room she turned us loose. Twilight was looking a little shy, but Pinkie started to undress completely. With me turning to face Twilight and undressing in front of her.

Twilight blushed like a beet as she watched me. “Um…Fred,” she all but whispered to me as her eyes traveled up and down my body.

“Come on, Twilight,” Pinkie told her as she came into my peripheral view, “don’t tell me you’re going to wear that to bed? Get undressed already. It’s just us.”

Twilight was still staring at me with a deep blush as I finished getting undressed. She was wearing a simple spaghetti strap type dress in a low back and v-cut front that was a light blue. With a smile and my eyes locked onto hers, my hands lifted up to grip the straps of her dress. And with Pinkie moving behind her I gently drew her straps off of her shoulders letting the dress drop to the floor. Nothing was said as my lips gently touched hers. As I kissed Twilight, Pinkie was behind her unhooking her bra. And because it was strapless, it also fell to the floor. Twilight sighed and deepened the kiss as my fingers gently scratched her neck that I was holding. During this Pinkie also removed Twilight’s panties.

A couple of seconds later, and while Twilight and I were still in a deep lip lock, I felt soft fingers wrap around my hard member and start to slowly stroke it. While moving my head against Twilight’s lower lips as well. “Then again, the bed can wait,” Pinkie purred between us. And let’s just say it took us a couple of hours before falling asleep.

^_^

It’s been a little while since I’ve been in AJ’s dreams, so I’ve requested Luna put me into her dream tonight. And like before it was just me and her in a lifeless dark plane with a single light above us both. Only this time both of us were naked as the day we were born. Which meant I couldn’t hide the excitement I felt upon seeing her. She was standing there about five feet away from me with her hair down. And without the red ribbon at the bottom, her hair showed very nice full volume to it that I really liked. And without her hat on, the light from above made her hair shine a little. Her tail swished to and fro as her eyes roamed over me. I did the same. Damn. She looked hot.

And she surprised me when she stepped up to me and pressed her body, her full body, against me. Which meant my hard member was now pressed between our bodies. She also wrapped her arms around me and laid her head upon my chest just below my chin. My own arms were around her as well with one hand rubbing her hair and back as the other one rubbing the base of her tail with a finger. To say that I enjoyed the feeling of my member against her coat or the feeling of her soft breasts against my chest was an understatement.

At first, all she did was sigh softly as if content with her naked self hugging me. It wasn’t until a little bit later that she finally said, “This really is nice. I was wrong about you, Fred. You are like my counterpart said in her letter. And if I’m going to be truly honest with myself then I’ll have to admit to finding you attractive.” Thanks, AJ. I can honestly say the same for you. And while I was rubbing her back and base of her tail, she leaned her head back and stared up at me. Her eyes locked onto mine and was searching mine, as if for answers. “Do you find me attractive, Fred?”

I think I could get away with answering that question. Looking down to her, my eyes met hers, and with a smile I answered her. “I do, AJ. I want your inside to be as beautiful as your outside and to see freedom for all Equestrians whether it be ponies, griffons, dragons, or humans as well.”

Her mouth hung open slightly, as if her mind was processing it. “I see you as an equal...Fred,” she said after some thought, lifting one leg and moving it behind me to rub against the back of my legs.

“And the other humans?” I asked her softly. My eyes were still locked on hers and trying to draw out her deepest feelings. When she didn’t say anything at first, I continued with, “The two little human kids on your farm? Are they really a lower lifeform than Apple Bloom? Like she was, those human kids are completely innocent. They know nothing of hatred, but unfortunately they will know all about slavery, hardship, and hatred toward them.”

She seemed to be thinking about it until Granny’s voice suddenly broke the silence making both of us jump slightly. But her, and her voice, was farther away this time and thus quieter. “Don’t listen to him,” she tried shouting but was quickly interrupted by an image of Big Mac putting a hand on her mouth, “he’s no-”

Then Pinkie appeared, also naked, standing beside us, “You know how I feel about him.”

Next was Twilight, “You know that I’m exploring an intimate relationship with him.” She was naked as well.

Rarity suddenly appeared, fully clothed, “I was wrong about him, Applejack.”

In the background we heard Granny struggling to get free of Big Mac, still trying to yell at her.

“He’s a kind and wonderful man,” Fluttershy said also appearing naked beside us.

While they were speaking, AJ’s leg was rubbing the back of my legs firmly. She was also raising herself up and positioned herself where her lower lips were barely touching my head. As if she was ready to fully accept me.

“He’s alright,” Rainbow appeared, clothed, “I’ve told you how I like him and accept him as a friend.”

“It’s ok, AJ,” Twilight whispered and with a hand on her shoulder gently pushed downward, as if encouraging her to continue.

“He’s really a wonderful man to be with,” Fluttershy put her own hand on AJ’s back also encouraging her.

AJ’s eyes softened to bedroom eyes and began to slowly lower herself onto me. Her lower lips spreading around and encompassing my member as I slowly entered inside of her.

Pinkie didn’t say anything, but stepped up and hugged us. Which got the rest of the girls to do the same. When she fully rested down upon my member everypony else disappeared and it was only us again. My hands shifted to her waist and gripped her there firmly. I had an almost overwhelming temptation to take her then and there. But I held myself back as she took a hand lowering my head and kissed me. A slow, but passionate kiss that promised more to come. She was soo warm and soo wet and felt so right and good.

“I’ll work on seeing them as equals, Fred,” she whispered before kissing my neck. “But for the moment,” she kissed my neck again, “will you have me? Accept me? Be with me and make love to me?”

My answer was to raise her up almost completely off of me before lowering her back down onto me again. And when I did it again she raised her other leg and wrapped it around my waist. She moved her hands to the back of my shoulders and gripped them as she slowly started riding me. All the while, her eyes were looking at me, filled with passion. Slowly, the scene around us changed from the barren nothingness to her bedroom. Taking the hint, I moved her to the bed. From there she took the lead, got off of me and onto the bed. And while on her back, she took my hand bringing me onto the bed. And between her open legs to continue loving her.

I stayed slow at first, making sure she understood the love I was showing her. It felt soo wonderful to have her legs wrap around my waist as if to keep me there. My hands had snaked under her shoulders to cup her head as her own fingers were lightly beginning to scratch my back. Our eyes were locked onto each other as I made love to her.

With a hand, she brought my head down to her where my whole body was fully resting on top of her. All while still slowly making love to her. Soon after she started moaning, soon her legs started to squeeze me harder in time with my thrusts, and soon she whispered into my ear, “Fred?”

“Yes?” I whispered back as my cheek rested against hers.

“You can stop being so gentle now,” she whispered before her fingers dug into my back. “Take me, Fred,” she growled into my ear aggressively, “take me, now.” And I did. She gasped, putting her head in the crook of her neck as our bodies slapped together time and again.

And because I didn’t want her to forget, I growled into her ear, “Remember this in the morning, AJ. Remember this and this feeling in the morning.”

“Yes,” she moaned long and loud into my neck as I took her.

^_^

The next morning Philomena wasn’t with us which meant that either she stayed at Fluttershy’s or couldn’t find us. Considering Philomena could find me anywhere, more than likely she decided to stay with Fluttershy. Why I didn’t know. When all of us were awake I wanted the girls to take a shower before me, but Pinkie, once again, took charge and took both Twilight and I by the hand and brought us, completely naked, into the bathroom and right into the shower. A shower threesome was a wonderful way to start the morning. Plus all three of us fit in the shower with some room to spare if you can believe it. I’d be lying if I said there wasn’t some hanky spanky going on or that they didn’t use their bodies as the sponge and wash rags. What I was looking forward to was saying hello to AJ this morning.

The announcement, for who was going to lead the festival, was early this morning, so we didn’t have that much time for breakfast. But enough time to get a few muffins and milk into us before heading outside to find the rest of the girls.

“Hey girls,” Pinkie called out as she skipped through the growing crowd around us. They were just up ahead, Philomena present with them and standing beside Fluttershy, as the crowd parted for us. My arm was around Twilight as we approached them.

I waved as well, Philomena first, before eyeing the others. Philomena waved back and even walked up to hug me first as the girls greeted one another. “Hey skittles,” giving Rainbow a little fist bump, which she returned.

“Hey, Fred,” she simply said and that was it.

“Morning, AJ,” I gave her a wide smile as we shook hands while paying close attention to her.

“Good morning, Fred,” her voice sounded a little husky this morning as she greeted me with a smile and a slight blush. Yep, she remembers.

And being polite, I greeted Rarity with a light kiss to her hand, “Good morning, Rarity.”

She even blushed a little and smiled at that. “Oh, good morning, Fred,” she replied in her usual dramatic flair.

“Good morning, Fred,” Fluttershy greeted me immediately after with a big hug. She seemed to be figuratively glowing this morning.

I hugged her in return happily, “Morning, Fluttershy. You seem to be in a happy mood this morning.”

“Am I?” she looked up at me as if not knowing it, but she couldn’t stop smiling. “I guess I’m just happy this morning.”

“You do seem to be glowing this morning, darling,” Rarity noted as she looked over with a smile.

Philomena had moved in front of me, took my arms, and wrapped them around her as we watched the girls talk. “Yeah, like you just went to a party,” Pinkie bounced up to her friend hugging her, which was returned as they both giggled. I noticed Philomena looking over to her a little wistfully, but with a wide smile. I simply dismissed the whole thing with a smile.

“Looks like the decision committee has decided,” I mentioned to them, seeing Granny and two other elderly ponies slowly walk up and sit down at the table in front of the town hall. Everypony turned to watch as the three ponies sat down and began conversing with one another. The crowd, that was talking before, went silent as Mayor Mare, in a typical woman’s suit and blouse, stood ready to accept their decision. Soon after Granny got a slip of parchment, she got up and slowly walked around the table and over to Mayor Mare.

Mayor Mare took the parchment and read it first. “The Ponyville Festival Planner will be…” she paused adding for dramatic effect, “…Rarity.” She ended with a dramatic flare motioning her hand to Rarity. The crowd went into applause, turning around to face her.

We all applauded as well naturally happy for her but also knowing full well what she had in mind. “I bet you already have a plan,” looking over at her there was a wide knowing smirk on my face.

“But of course, darling,” was her dramatic answer. “It’s going to have a wine and cider tasting, a gala and dance, and finishing it off with a fashion show. I call it, ‘Ponyville Chic.’”

“Bet you my whole orchard she already has the clothes made already,” AJ girlishly chuckled after fist-bumping Rainbow.

“As a matter of fact I do, Applejack,” she replied with a little huff.

“Well, at least the weather will be perfect for it,” Rainbow commented. “Nothing but clear skies and cool breezes.”

“Thank you, Rainbow Dash,” she thanked her friend and other ponies that walked up to congratulate her before the crowd disbursed. “I’ll show you all everything back at my boutique,” she all but squealed before ushering us back through the town to her place.

^_^

“Et voila!” declared Rarity after whisking off a bedsheet over a small model of Ponyville. She had ushered us into her back workroom to reveal her model of a decorated Ponyville. Long streamers were strung from every building and led to the center where it connected to the top of city hall. And from those streamers held oriental style paper lamps and other decorations. Down below was also littered with tables for the tasting and judging, a dance floor, and then right in front of her shop was supposed to be the fashion show runway.

“Been thinking about this for a while haven’t you?” Rainbow commented with a smirk as she eyed the model.

“What gave you the first clue?” I asked back rhetorically with a chuckle.

“Philomena, would you?” Rarity batted her eyes at her in a request.

And which Philomena giggled after lightly swatting the back of my head. It was worth it though and I still chuckled as the other girls giggled a little as well.

“Thank you, dear,” Rarity nodded before motioning toward her model and straightened up in all seriousness. “Now as you can see,” she continued and actually used a pointer as she spoke, “First will be the wine and cider tasting, which Applejack will provide the cider of course.”

“You do have cider,” Rainbow looked over at AJ with a concerned look that at any second could turn into a full-blown panic, “don’t you?”

Applejack scoffed at the notion, “Of course I do, Rainbow. Granny went to Mayor Mare to specifically ask that the festival be held the day after tomorrow, so we could harvest them all.”

“I’ll help, AJ,” I told her with a smile.

“Thanks, Fred,” she returned the smile with one of her own and a nod of appreciation.

“Oh, can I help?”

“Unfortunately, Pinkie, I’ll need you to help with the cooking,” Rarity pointed out which Pinkie responded with her cheery “okie dokie lokie.” “Rainbow and Fluttershy if you wouldn’t mind helping with the decorations?” They both nodded in agreement. “Thank you. Twilight if you could make sure everything goes swimmingly that would be divine.”

“Of course,” Twilight agreed, “but what will you be doing?”

“I,” she began with a flourish of her hair, “will be making sure that Trenderhoof is shown all the hospitality that I, I mean, Ponyville has to offer.” She emphasized the name Trenderhoof in a silly schoolgirl way that was glaringly obvious she’s had a crush on him for some time.

“Ok, but why is this guy so important?” I asked her and the look she gave me was like I just asked a forbidden question.

“Why?” she turned and looked at me with an incredulous look. “Why is he important?” Before she spoke again she walked over to a section of the wall and opened it. Inside was a shrine to the guy filled with pictures and candles. “Just that he’s the trendsetter of all trendsetters. He spots and predicts a trend before any other pony alive today.” Then she began to practically hang herself on the photos while swooning over them, “Not to mention handsome.” After a poke at Twilight, I just rolled my eyes, which she quietly giggled in agreement. “You have no idea what it’s like to be so infatuated with a pony, but they have no idea that you exist?”

“I bet a certain dragon does,” again whispering to Twilight.

“Ever since your talk with him,” she whispered back conspiratorially, “he’s been spending more time with the crusaders. And I think he’s got a thing for Sweetie Belle.” She nodded to me after I looked down at her as if wanting to confirm it.

“Alright then,” AJ spoke up after shaking her head, turned around and then grabbed my arm, “Come on, Fred, we got some harvesting to do.”

I started following her, being dragged from the room, “Alright. Guess we’ll see you later.”

Philomena simply waved to me with a smile as the rest of the girls bid me farewell as I went to work my ass off.

^_^

“Bet you Rarity is going to do something silly and or stupid to get this guy’s attention,” I mused to her as we walked up the road to her orchard.

She laughed shaking her head, “No bet here. She’ll do it alright, but the question is: What will she do?”

“Knowing her,” I gave her a shrug, “who knows. Changing the subject though, Twilight told me that Spike has been spending nearly all his time here with the crusaders?”

AJ actually smiled, “Yeah he has. Kept them out of a lot of trouble actually. And I think that Sweetie Belle has a thing for him.”

I chuckled, “Twilight thought that he has a thing for Sweetie Belle.”

She laughed, “Well if that don’t beat all?”

I wondered about something. We walked through the arch as I asked her, “Does Granny know about them two possibly hooking up? And if so, what do you think she’d say about it?”

She hummed in thought before she spoke, “You know? That’s a good question.” I followed as she turned toward the part of the orchard that the treehouse was in. “Don’t rightly know.”

“Anyway, thanks for dragging me away, so I wouldn’t have to listen to Rarity swoon over the guy all morning long.”

“You’re welcome,” she smirked, now walking up to the first tree in the row we were going to harvest. I also noticed that the Crusader's treehouse was not too far away and could see it where we stood. “I didn’t figure you’d want to stick around for that, plus I want you around.” I caught what she said before she did. And when she did she stammered to correct herself, “I mean, around with me…to work…yeah, to work.”

I just smiled with a nod, “Why don’t we get to work?”

“Right,” she accepted and without hesitation started kicking the tree. Which answered my question on if she remembered last night. From there we worked our part of the orchard in the cool fall morning air. For the next couple of hours, she played the teacher, giving me pointers on the proper technique for kicking the trees.

“Come back down to the ground sugarcube,” AJ girlishly chuckled at me.

I shook my head with a chuckle, “Sorry, was lost in thought thinking about how working with you this morning reminded me about your counterpart. And working all those long hours when I was younger.” I kicked another tree. “Of course, we use machines that literally shake the trees instead of this method. Which still astounds me that you can harvest as much as you can without it. Then again, I must admit that this method has other benefits.” I took off my shirt and used it as a towel before tying it around my waist.

She grabbed an apple, right out of the air as it fell, and took a bite out of it, “I’d think I’d lose the connection with the earth if I used fancy machinery.” She leaned back against the tree, looking up into it as she nibbled her apple.

“Oh I agree, actually,” I nodded to her while leaning down into one of the baskets grabbing one of my own. “There’s a thing to be said about too much convenience.” I had an idea before taking my next bite, “Then again.” She looked over curiously as I held the apple in my hand and ignited my hand. A grin started creeping on my face with the smell of the apple starting to cook. “This kind of convenience I can totally get used to.”

She snorted in amusement, “Show off.”

With a smirk on my face, I turned toward her, dismissed the fire and handed her the warm apple, “Warmer is better.”

She switched her apple for mine with a roll of her eyes. It was a nice break we were having, was being the operative word, until it got interrupted.

With an exuberant shout of, “You,” from a skinny light brown coated and blond-haired stallion that nearly startled me. It did, however, startle AJ enough to yelp in surprise and hide behind me. A part of me wanted to thank that guy. That was until he said, “Applejack, you are the mare of my dreams.” On second thought, dead stallion walking.

“What was that?” she asked while still slightly behind me and peeking around me toward him.

“You’re the mare of my dreams, Applejack,” he said with stars twinkling in his eyes. He also tried walking around me to get to her, but I stepped between them putting my hand on his chest to stop him.

“Whoa, slow those hooves down there partner,” my voice was firm and authoritative. Meanwhile, Rarity was trailing along behind him looking a little downtrodden and shocked, not to mention all “gussied up” as AJ would put it.

“Miss Applejack?” his voice held a dreamy tone to it as if his mind was on Pluto somewhere. “Would you ask your slave to get out of the way, so I can properly meet the mare of my dreams?”

Now I realized why Rarity had the look on her face. For so long, she had been dreaming about this guy and here he goes and makes goo goo eyes at AJ. I’d find this more amusing if AJ wasn’t using me as a shield. “First off,” AJ’s voice held a firm tone of her own, “Fred here ain’t no slave, but Princess Celestia’s son and my friend. So don’t go around insultin’ him a’right? And secondly, why are you sayin’ I’m the mare of your dreams?”

Moved, I had to lean back and give AJ a peck on her cheek whispering a “thanks” to her. Which she returned with a smile.

He ignored the part about me and went right into, “You’re the most beautiful mare in the world.”

She waited a beat before taking a deep sigh and shaking her head at him, “Look, I appreciate the compliment and all. But if that’s your reasoning then that’s mighty shallow of you.”

“Yeah, I agree that she’s attractive,” I added before the stallion could say anything, “but she’s also prideful. Which means she also has a stubborn streak.” Putting an arm around her shoulders, I smiled down to her, “She has some prejudices that she’s working on and that’s ok. She’s headed in the right direction and nopony’s perfect.” My eyes met the stallion’s again, “But like she said if that’s all you think of her that really is shallow of you. She’s more than just another pretty face.”

“But she is a pretty face that’s the mare of my dreams,” was his dreamy response to all of that. It was like he totally ignored everything that was said. Hell, he still had that dreamy look in his eyes for her. However, it seemed that our savior of the hour, little saviors that is, was in the form of Spike and the Crusaders. They came walking in our direction going off to who knows where from their treehouse.

I spotted them first, so with a whisper into her ear I let her know. “AJ, Spike, and the girls are coming. Follow my lead and maybe we can get you away from him.” After a quick look where my head pointed to, she smirked in agreement. “Spike, girls,” was my shout at them with a wave of my hand in the air, “this way, over here.”

“Applejack, won’t you-“ he started saying but was cut off.

“I’m sorry, but it appears that my sister and her friends need me,” quickly said as she started walking away with me in tow, “surely you can understand how family is most important. Go see the sights with Rarity.”

It was then that Rarity started to badger the stallion by practically getting into his face and dragging him off. Which meant that I didn’t have to convince him to do so. “What was all that about?” Spike asked as he walked up beside me. “And who’s that guy?”

I almost hated to do this to him, but then again he might find it amusing. With a sigh, I told him. “That is Trenderhoof. A stallion that she’s been infatuated with secretly for who knows how long. She even has a small shrine to him at her place. And in her own words, ‘You don’t know what it’s like for a pony to be so drawn to another and the other has no clue that you even exist.’” I simply gave him a tongue in cheek look.

His eyes held many emotions. Amusement was there, but also was pity, disappointment, some anger, and understanding. “Uh-huh,” he simply said with a slight shake of his head. “Well, at least that explains why she never noticed me.”

“Sorry man. I figured I’d tell you considering she revealed it this morning.”

“Thanks,” he gave me a smile and a fist bump. I walked with him as he turned to follow the girls. “Besides, this gave me the opportunity to really look at her instead of being like him. Rarity still has a problem with humans.” I nodded to him after he looked up to confirm his thought. “And Sweetie doesn’t. She doesn’t hate humans as Rarity does.”

“Well, on that, Rarity is getting better. Even accepted me as a potential friend after the fiasco at Manehattan.” We weren’t far behind the girls as we approached the treehouse. “But yeah you’re right,” I told him, “she still does have issues. Even trust issues with me still. I was able to speak with Apple Bloom a little while back. She told me about school, how it’s saying not to hate, she doesn’t, and killing’s wrong, etc.”

“Yeah, they really don’t have an issue with humans,” he replied. We were standing at the foot of the ramp while the girls were inside talking. “And Sweetie…,” he paused to look up at the treehouse, lowering his voice, “she listens to me. Rarity didn’t.”

With a smile, I put a hand on his shoulder, “All the best of luck to you my friend.”

“Thanks, Fred,” he smiled up to me before grinning. “And if you break Twilight’s heart, you’ll have to answer to me.”

He made me chuckle at that. “Fair enough.”

^_^

“Is he gone?” AJ asked after poking her head out the small tree house window, taking a look around.

“I think so,” my head shook while looking around, “haven’t seen him. Hopefully, Rarity has been able to corral him for a while.”

“Alrighty then,” she sighed in relief, “let’s get some baskets together on the small pull cart and take it to Pinkie’s.”

And that’s what we did. It took us less than an hour to get a few baskets together in the cart. The cart reminded me of the little red wagon almost everyone had when they were young. Only this one was about three times the size and held about six large baskets of apples.

“You cheated by the way,” she grumbled at me but still had a smirk on her face.

“Oh?”

“Yeah it wasn’t fair stayin’ outside having me deal with Spike and the girls,” she told me, hitting me lightly in the arm.

I chuckled as the cart rolled along the dirt road making the dirt crunch under the weight of the wheels. “Hey, I helped.” I cringed a little, adding, “a little. Besides, I’ve had to deal with their human counterparts, so I can only imagine what these girls get into. With magic and all in this world.”

“Plenty!” she laughed. We were off the property and almost to the town limits. “Land sakes, the stories I could tell you about them already. And they’ve only been working on their cutie marks for only a few years now. And still, they think up crazy, and sometimes dangerous, things to do.”

I laughed when she said that last part. “Yeah, like some time ago when Philomena and I spotted them coming out of the barn. They were running full speed in our direction with a bull chasing them.” I leaned over, almost whispering conspiratorially, “They were working on cow milking with one of them trying to milk the bull.”

She had to lean against me she was laughing so hard. “I didn’t know about that,” she was finally able to get out. “I’ll have to ask her about that later.”

Finally, as we approached the outer edge of the town, our relationship started to feel like a real friendship. It was just us, the cart, a beautiful day, and wonderful conversation. Walking side by side and enjoying a wonderful time with her with a cool breeze blowing was great.

Until…

“The mare of my dreams,” came Trenderhoof’s call as he came almost running up the path toward us.

“Fucking hell,” I cursed softly, watching the guy jog toward us.

AJ sighed with a frustrated groan, choosing to partially hide behind me and laying her head on my shoulder. “Trenderhoof,” she said to him, with all her frustration in her voice, when he got near, “shouldn’t you be with Rarity inspecting the preparations for the festival?”

“I have, but I just had to come and see you again,” stars swam in his eyes as he spoke to her.

“Didn’t you listen to anything that we told you earlier?” a little bit of anger was seeping into her voice at this point.

“I did and you were absolutely right,” he nodded to her and actually sounded serious. “Which is why I’m here now. I want to know more about you.” While AJ was still halfway hiding behind me, this guy leaned forward a little to ask, “What do apples, mean to you, Applejack?”

“It means hard work,” she replied seriously. “And while I can appreciate you wanting to be interested in Ponyville and all, I need to get these chores done. And frankly, right now, you’re getting in the way. And If I don’t get these chores done then there won’t be a Ponyville Days Festival for you to write about.”

And right then, guess who showed up. “Well, that will never do,” Rarity spoke up, announcing her presence. And what a presence it was. There she stood, about five feet away from us wearing an outfit similar to AJ’s, but in Rarity’s style. So imagine, if you will, white boots with light pink accents, white Daisy Duke Shorts with light pink trim and design patterns, the same style of tied shirt but white and light pink, and all topped off with a white hat with shades of red and blue beads in it. And a small cute basket for apples that might fit three.

Both of us were chuckling at her. “Rarity, what are you wearin’?” AJ asked between laughs.

“What this old thing?” she responded with her usual flair and flick of her hair as she stepped up to us. Meanwhile, Trenderhoof was still making goo-goo eyes at AJ and ignoring Rarity completely.

“Aren’t you too busy planning the festival to make new outfits for it?”

“I am, but the thought of hauling apples inspired me and I could not stop myself.”

AJ gave her a tongue in cheek look with, “Really?” While I rolled my eyes at her.

“If it’s one thing I love it’s hauling apples,” Rarity flicked her hair again trying her best to get the stallion’s attention.

Trenderhoof ignored the whole thing while still looking at AJ with a faraway dreamy look in his eyes. “I’m growing fond of it myself.”

AJ leaned up and whispered into my ear, “Maybe they should both try it sometime.” I chuckled in agreement.

“Without farm life, there’d be such disparity,” he started singing a cappella, “these thoughts I think with great clarity.” While he was singing it he was leaning toward Rarity the whole time. “Apples high to the sky, she’s the one of my eye,” he even went so far as to get nose to nose with her, “That fruit hauling pony named...” That’s when he turned toward AJ and would have gotten nose to nose with her if my hand didn’t stop him. “...Applejack.”

And poor Rarity was enjoying that little bit of attention that she’s been seeking this whole time. And was utterly heartbroken when he turned away from her toward AJ again.

Ok, it’s time for me to step in again. And after taking a quick look around, I noticed that we were on one of the main streets that led directly to the center of town. And that we weren’t that far from Twilight’s place. Or I would have stepped in if AJ didn’t beat me to it.

“Look here Trenderhoof,” AJ’s voice held that I’ve had enough tone to it as she glared at him. “I’ve tried being patient with you. But right now, you’re getting on my last nerve. Rarity’s the one that’s so interested in you that she’s practically hanging off of you.” Which Rarity did right when she said it by putting her arms around his neck. “I’m not and as a matter of fact I’m already in a relationship with someone.”

That at least got his attention. Mine too. And for a second I thought she was being serious until realizing it was just a ploy to get him off her back. Trenderhoof straightened up and blinked at her, now confused, “With who?”

AJ put her arm around my waist, pulling me up against her then put her other hand on my chest before laying her head on it. “Fred here,” she said to him. Going along with it, my arm went around her as well.

“Pardonne-moi?” Rarity’s face echoed the shock in her voice.

Trenderhoof wasn’t convinced. He scoffed at her, “I don’t believe it. He’s nothing more than a mere human.”

“He’s more than that,” AJ shot back and before my brain could comprehend what happened, she had grabbed my head and brought it down for a deep passionate kiss. At first, it was too shocking for me to respond. But holy hell she can kiss. Turning fully to her my hands snaked around her pulling her up against me. She didn’t hesitate to do the same in return. I could feel her breasts squish against my chest as she sighed into the kiss. My fingers started firmly stroking the base of her tail after my hand snaked down to it. The other was running through her hair. When her soft moan hit my ears it stirred a passion for her. A need for her, to have her, to possess her. Every stroke of my tongue, lips, and fingers communicated one thing to her. That I wanted her. She responded to me by hiking up a leg to rub it against mine and with her own desires echoed in her fingers that gripped and tugged my long hair.

After what felt like forever, which was probably only a few minutes, we separated. Her leg was still hiked up against mine and still rubbing against it as her eyes met mine. There was a mixture of bedroom eyes and shock that she enjoyed it as much as she did in them. My own eyes held one thing. Want. Which my fingers communicated to her by wrapping a couple of fingers around the base of her tail possessively as I brought up the other to hold the back of her head.

“I see,” he said quietly. My back was toward him, so I couldn’t see him, but I heard his retreating hoofsteps.

“Rarity,” AJ’s voice was soft as she spoke, “he’s all yours.” Again, I didn’t see her but heard her retreat after Trenderhoof.

And then we were alone. “Fred?” her voice was soft and alluring as she looked up to me. “You can let go now.”

I think she knew that she had started something and that it wasn’t something that could be turned off that quickly either. “Sorry, but my hands aren’t getting the message my brain is sending. Besides, you’re not letting go either.”

Her eyes widened slightly as if just realizing that it was true, she wasn’t letting go. My fingers around the base of her tail started to gently squeeze and rub. I knew she could feel my hard member even through the pants I was wearing. Her eyes softened with an almost unheard-of sigh pressing her waist against me harder as if she was ready to let herself go.

And I was about to do so myself. But with a deep breath, I calmed myself. “But it’s a good idea that I do,” I said with a calming sigh, “before this goes too far.”

Her head nodded slowly and with her eyes searching mine, she let out a soft, “Alright,” before slowly pulling away from me. After turning back around and grabbing the wagon handle again, I didn’t see where Rarity or Trenderhoof went to. Not that I wanted to keep track of them or anything. You’d think that the walk toward Sugarcube Corner would be awkward between us, but it wasn’t. Or at least it wasn’t for me. I did notice that her tail had a tendency to brush up against my leg as we walked through town. Whether that was conscious or not, I don’t know. But I didn’t mind any.

Because it was around lunchtime there were some ponies there, but luckily for us, the front of the store was larger than it looked. We were able to walk in and slip by the patrons and head toward the back relatively easily.

“Hey, Pinkie,” AJ called out with a wave of her hand when we walked in, “got the apples here.”

Of course, she was busy at the counter with orders, so she waved in return, “Oh great, just set them in back. And Fred?”

“Yes?” I looked over at her while helping with the cart as we passed her.

She winked at me. “Come by later and help me cook for the festival tomorrow ok?”

Why did she wink at me? “Ok,” I said dumbly back while helping AJ pull the cart. We put it in the corner in the kitchen where AJ picked up a couple of apples.

“Pick some apples for yourself sugarcube,” her voice still had some lingering emotion from earlier, “and we’ll have lunch here before going back to the farm.”

“Alright,” reaching down I picked up two good looking reds, “sounds good to me.”

After leaving the kitchen AJ stopped by the counter, “Hey pinkie can we get a little something for lunch?”

She waved at us with a wide smile, “Sure just give me a little bit ok? Meanwhile, come and get some water.”

“I’ll get it,” I told AJ which nodded her head and sat down at the closest table to the counter. After putting my apples in my pockets, I walked behind the counter, grabbed a cup, which looked to be around thirty-two ounces, and filled it with ice water. “Thanks, Pinkie,” I thanked her and left her to her duties. “Here you go,” putting down one glass for AJ, I put down mine and my apples joining her at the table.

“Thanks, sugarcube.” And we started to nibble on our apples, who would walk in but Rarity and Trenderhoof. Rarity was practically hanging off of the guy and looking up to him with stars in her eyes. Trenderhoof, however, wasn’t giving her one iota of attention. He was looking around for something. And he found it when he spotted AJ.

“Don’t look now,” I warned her with an elbow nudge, “but your admirer is here.”

“Huh?” After lifting her head and spotting Trenderhoof, which was gazing at her with his own stars in his eyes, she groaned in frustration putting her hands to her face. And as usual, he was completely ignoring me as well. I had an itch that something just wasn’t quite right about his attitude. What he did next confirmed it.

“Oh Rarity, you are most beautiful and the one for me,” he said to her, but in the most obvious and exaggerated way making me roll my eyes.

“Really Tren?” Rarity’s spaced out look with a voice to match told me that she was completely oblivious to what Trend was really doing.

“Yes, really,” Trend answered before taking a quick glance over at AJ.

“Oh, please,” AJ whispered with a roll of her eyes. Even she could tell what was going on.

Then surprised us by giving Rarity a long kiss. Now, remember that Trenderhoof and Rarity were perpendicular to us, which meant that while he was kissing Rarity he was also taking quick glances over to AJ.

“Oh, Trend,” Rarity said softly, breathless due to the kiss that she’s been wanting for years. “Out here in public?”

“Oh indeed, Rarity. And I don’t care who is watching us kiss because we like each other,” with emphasis on the last few words he was clearly trying to egg AJ on. And while AJ was shaking her head at the whole thing, Trenderhoof gave Rarity another kiss. While still hoping he would get a reaction out of her. The other patrons didn’t exactly like it either as they grumbled and complained, albeit quietly when they passed them.

“Poor Rarity can’t see how she’s being manipulated by him just to get at me,” AJ whispered to me. Her dander was up and was nearly growling as she spoke. “I don’t care if he has a thing for me. I don’t care if he chooses to try and get me to like him. But I’ll be damned if he’s going to use my friend just to get a rise out of me.”

I caught her arm before she completely stood up. “Hold on AJ,” whispering to her, I urged her to sit down. “You’re right, but right now isn’t the time to confront him.”

She sat down. And while she was curious as to why she was also upset that I had stopped her. “And why is that?”

“Simple. Right now, she thinks that he is genuinely into her.” I explained to her while motioning my head to Rarity. “Take a good look at her. It’s written on her face. So, right now if we confront him it won’t do any good because she won’t believe it.”

There was a pause as her mind thought it over. “We need proof.”

“Exactly,” I nodded with a smirk, “and I know just how to get it.”

^_^

Needless to say, lunch was quicker than we had planned. But during that quick lunch, I had hatched up a plan. But for that I needed something. So, I sent AJ back to her farm while I tracked down Twilight. “So you need what from me?” Twilight asked when I finally found her in the Mayor’s Office. We were almost back to the library as I began to explain everything.

“Ok, let me start at the beginning,” I told her as she nodded in agreement. “We all know that Rarity has had a thing for Trenderhoof for a very long time. So, when he arrived she was going to try for his affections. However, that was sidetracked when it turns out that he has a thing for AJ. We thought we had convinced him it wasn’t going to work when AJ kissed me saying that we were in a relationship.”

Twilight turned around and put her hand on my chest so quickly her hair whip-lashed into her face. “She did what?!”

“Jealous?” my voice held some mischief in it as I wiggled my eyebrows at her and put my arms around her.

She pouted, turning her head cutely, and mumbled a soft, “Maybe.”

With a chuckle, I turned her head back to me giving her an affectionate kiss. “I can tell you that she didn’t mean it to be true, but the emotions behind her kiss says otherwise. And truth be told, I think I like her as well. But she won’t take your place ok? After all, this is over you can talk to her.”

“Alright,” she said through a light huff and continued walking. “What happened after that?”

“He walked away and we thought that was it.” I sighed as she opened the door to the library and stepped in, “But when he showed up at Sugarcube Corner it was obvious that he was using Rarity to get to AJ by pretending to like her. Everything he said and did was exaggerated to get AJ’s attention.”

“Oh I think it got her attention alright,” Twilight now sounded like AJ.

“She would have done something if I hadn’t stopped her.” I followed her through the main room to a secret door where I followed her downstairs.

“And good thing too,” she said using her magic to light-up magic lamps in the basement. The basement was bigger than one would think with it filled with scientific equipment, tables, writing boards, etc. “Because without the evidence from the orb she won’t believe you.”

“Exactly! I’ll get him to confess to the whole thing and present it to her. And then let her punish him.”

Twilight winced as she walked up to a chest by a worktable, “Ouch.” After a little bit of fishing, she picked up a small orb that was small enough to fit into my pocket. Then walked over and handed it over.

“Exactly,” I told her taking the orb. And after she explained how to work it, I was off back to the farm. Walking through the town Philomena came down to walk with me for a bit to catch up. She was helping Fluttershy and Rainbow with the decorations. She was upset, to say the least, after hearing what was happening with Rarity. But was grinning after hearing what I had planned.

By the time I got back to the farm, I had to go searching for AJ. I first met up with Big Mac and asked where AJ was. She was in the eastern field plowing. It also turns out, to no surprise, that Trenderhoof was here and with Rarity. After thanking him, I headed east. I called it didn’t I? I knew he would show up. And now it was time to put him into his place.

When I got to the field, AJ was about halfway through with plowing one section. And Rarity was hanging onto Trenderhoof again as he watched AJ go back and forth with the plow. Walking over to the edge of the section, where she would turn around, I waited for her to approach. “Hey AJ,” I called out to her, “need you to do something for me in order to help Rarity.”

She slowed the bull down to a stop, placed the plow anchor into the ground, and walked over to me. “And what’s that?”

“Simple,” I smiled, “all you need to do is get Rarity away from him while I get the evidence. So, if you wanted to talk to her about him, now’s the time.”

“Yeah, it ain’t right what he’s doing,” she shook her head with anger in her voice. “I’ll talk to her, just make sure you get him to confess.”

“Don’t worry, I will,” said with a grin. The whole time we were walking toward Trenderhoof and Rarity, I was watching him for any reactions. The closer we got the more excited he became. And by the time we stopped a few feet away he had that dreamy look in his eyes. With Rarity having the same dreamy look in hers for him.

“Alright, Rarity,” AJ grabbed her friend’s arm and started pulling her away, “this has gone on far enough. We need to talk.”

“Huh? What?” Rarity blinked in confusion as she was hauled away.

Trenderhoof wanted to follow, but I stepped up and grabbed the back of his shirt, “Hold on there, partner. You and I are going to have a little chat.” My other hand had reached into my pocket, grabbed the orb, took it out, and activated it.

He reacted instantly. “Unhand me, human,” batting my hand away with a swipe from his arm. Then he got up into my face which gave me the opportunity to cross my arms over my chest to hide the orb from him. “We have no business and you have no right to do anything to me. You’re nothing more than a slave.”

“And that’s where you’re wrong,” I said holding up my empty hand and igniting it. “My name is Fred Justice, Child of the Sun, and Nephew of the Moon. I am Prince Fred Justice and the son of Princess Celestia. And in the name of the crown you will talk to me.” I put out my hand, recrossing it again, “Now then, you know how evil it is to string Rarity along just because you think that AJ is playing hard to get?”

“First, I refuse to believe that you are her son. I’ve seen the papers and it is nothing more than a stunt. And Rarity is none of your business human and I can treat her as I please.” Now he was really getting on my nerves.

“Actually it is my business how you treat Rarity,” I told him reigniting my hand and waving it in his face, “because she’s my friend and I don’t like you leading her on. You care nothing about her. You’re just using her to get to AJ, admit it.”

He gave me a smug look, “And what if I am?”

“So you admit it huh?”

“I refuse to think that AJ would have any relationship with a human, or that Rarity would ever consider you a friend.” He had such an arrogant look on his face. I’m so glad that I get to wipe it off later. “Therefore AJ must be playing hard to get and Rarity will understand why I’m doing what I’m doing.”

“Oh really?” with a grin my hand brought up the orb for him to see. “Then you will definitely get your chance.” When he looked at it I added, “This is being recorded as we speak, besides you were going to tell her yourself right?”

And as luck would have it, Rarity and AJ were just returning. “Trend, do tell them that you really don’t care for Applejack,” Rarity huffed, walking up to him wrapping his arms around him. “That you really are interested in me.” She even batted her eyelashes at him.

I waved the orb in his face with a stern look. And when he didn’t say anything right off, I shrugged and tapped the command on the orb for replay. “Actually it is my business how you treat Rarity,” the orb replayed my voice, “because she’s my friend and I don’t like you leading her on. You care nothing about her. You’re just using her to get to AJ, admit it.” He narrowed his eyes at me while the orb replayed his own voice, “And what if I am?” “So you admit it huh?” I grinned back as his words reached Rarity’s ears, “I refuse to think that AJ would have any relationship with a human, or that Rarity would ever consider you a friend. Therefore AJ must be playing hard to get and Rarity will understand why I’m doing what I’m doing.”

“Understand?!” Rarity’s hurt filled voice rang out like the crack of a whip. All I did was pocket the orb and stepped back. “Understand?!” she shouted in anger again, then faster than I thought possible she lunged at him. With what sounded like a war cry she punched him, closed-fisted, and square in the face. I didn’t even need to look to know that she was crying as well. He nearly went flying backward hitting the ground hard. She stood over him, looking down at him, and seething with anger. “You know how long I’ve had a crush on you? How nervous I was to see you? How good it felt that you were finally paying attention to me? Only to find out that Applejack was right all along?” While she was practically screaming at him, he at least had enough sense to stay on the ground.

“Rarity,” I spoke softly and approached her cautiously. “It was wrong for him to use you like that. I’m sorry that he did.” Gently I laid a hand on her shoulder. She began to calm down letting the anger wane to let the hurt come forth at my touch. “Is he really worth it?”

There was a pause before she sniffed and shook her head. “No, he’s not.”

AJ stepped forward, “I guess you have a hard time accepting ‘No’ don’t you? I’m flattered but I’m not interested. And a person or pony shouldn’t change who they are just to get somepony or someone to like them. Rarity’s my friend, so if you can’t treat her right, then I’d suggest leaving.” AJ had stepped up on the other side of Rarity and put an arm around her as I had done.

I was happy that Rarity chose to hug me and bury her head into my chest. She was crying but looked at Trenderhoof when he got back on his hooves. “Just leave,” was all she said to him. And without a word, he turned around and walked away.

AJ and I held Rarity as she cried her heart out. Not sure how long we stood there holding her. Eventually, she pulled back sniffling. “I wanted to tell you sooner, but I wasn’t sure how well you would listen.”

Her smile was small and understanding as she shook her head, “I didn’t even believe Applejack of what she told me, so, unfortunately, you’re right. I was so blinded that I didn’t see something so obvious.”

“We all make mistakes, Rarity,” AJ hugged her friend again.

“What do I do from here?” she asked which gave me an idea.

I gently took her head in a hand with a smile, “Remember when you said that you didn’t think anyone could relate to admiring somepony so much, yet they don’t know you exist?” She nodded, a little confused. “We know a certain dragon that could relate to being infatuated with a certain mare for years?”

“Spike?” she asked, still a little confused.

I nodded, “Why don’t you go talk to him? Let him be a good friend to you. Open up to him, alright?”

AJ’s face showed a dawning realization of what I was doing and smiled. “I think Spike is with the Crusaders right now at their clubhouse. Remember where it is?”

“Yeah, I think so,” she whispered, gave us both a hug, and then started walking toward their clubhouse.

“Getting her to talk with Spike will be good for both of them.” She gave me a light punch in the arm, “Good call sugarcube.”

“Thanks, and well if you can spare me, I think I’ll stop by Pinkie’s and help her cook.”

“Alright sugarcube,” she smiled, “have fun.”

“Thanks,” before she could react I took her head in my hands and gave her a quick kiss. “See you later.” And then turned around and walked away without looking back.

^_^

With Rarity’s infatuation situation taken care of, I was hoping that the festival wouldn’t be hindered because Rarity was in a slump. Hopefully, Spike would be able to pull her together to finish with the preparations. But as I walked into the town, my eyes spotted Twilight. A whistle from me got her attention, and the attention of Fluttershy, Rainbow, and Philomena as well because they were working on the last of the decorations. When they got close, I pulled out the orb and tossed it to Twilight, “Worked like a charm.”

Twilight caught it as they walked up to me as we stood by the pony statue in the center of town. “So the thing with Trenderhoof is over?”

I nodded, “Yep, the recording is what was needed to convince her that Trenderhoof was simply stringing her along.”

“Not cool,” Rainbow snorted in anger before smirking. “I bet she wasn’t happy with that.”

“Nope,” shaking my head I winced, “let’s just say there’s nothing worse than a woman scorned.”

“That explains why we saw him heading toward the train station,” Fluttershy added.

“Yep, so I doubt that if he writes anything about this town it won’t be good,” I shrugged.

Rainbow waved it off with her hand, “Eh, who cares what he writes?”

“Not Rarity that’s for sure. I also told her it might be a good idea to talk with Spike about this experience,” I added with a knowing smirk.

Philomena was smiling through the whole thing. And even stepped in front of me, grabbed my arms, and wrapped them around her before leaning back against me.

“Good idea,” Fluttershy agreed happily. “Spike has had a crush on her for a long time, so if anypony would understand it would be him. I think it would be just the thing to help Rarity through this.”

“I agree,” Twilight smiled at me. “Good job, Fred.”

I nodded to her in thanks. “So, I was just on my way to Pinkie’s to help. How’re the decorations coming?”

Twilight checked off something on her notepad, “Actually, for the most part, we’re finished. Maybe a couple of odds and ends, but other than that we’re done.”

“Yeah, even her walking stage is done,” Rainbow chuckled, motioning behind her with her thumb.

“That’s a runway, Rainbow.”

“Really, Twilight?” Rainbow questioned while chuckling. “It’s a fashion show, not pegasi waiting for take-off.”

“But that’s what it’s called, Rainbow,” Twilight turned to her with open arms and widened eyes, as if she can’t believe Rainbow hadn’t gotten it yet. She just rolled her eyes, crossing her arms under her breasts.

“Well, why don’t we all go over to Pinkie’s for some refreshments then?” I offered before this got worse. “As a celebration?” They all agreed and as we started walking over there, I noticed that Fluttershy was sticking by my side a little closer than she normally does. Not that I minded any. It was just after dinnertime, so there was hardly anypony there. There were two ponies there with one I recognized. Vinyl was there with another earth pony mare with a light gray coat with dark gray hair and tail. Vinyl was wearing a short tank top without a bra, which was obvious by her nipples trying to poke out of her shirt, and a short skirt. She still had her shades on. The other mare was wearing a full-length one-piece dress that looked simple enough with a deep v-cut to it that was a simple black color.

Vinyl actually waved to me. “Hey, dude, what’s up?”

After motioning them to go ahead and sit down, I stepped over to them. “Hey Vinyl, how are you?” I then nodded in greeting to the other mare, “Evening ma’am.” Before returning my gaze over to Vinyl. “Helping Rarity get over her thing for Trenderhoof, who was just stringing her along only to get at AJ. Got it all straightened out though.”

“Dude, that was cold,” she remarked with an upset snort, “at least you set it straight.”

“Actually, Rarity set him straight with a mean punch to his jaw,” a knowing smirk crawled up to my face.

“Go, Rarity,” Vinyl fist-bumped me before motioning to her friend. “By the way, this is my marefriend Octavia Melody. She plays a mean Cello.”

When she offered her hand to me, like in Canterlot, I offered her a noble greeting kissing her hand politely. “Prince Fred Justice, at your service madam.”

She blushed a little with a small smile but that was it. Then she looked back at Vinyl with a raised eyebrow, “This is the Prince you spoke of, Vi?”

Vinyl leaned back in her chair with a shrug, “He’s legit, Octy. Celestia told me herself and he’s the only human that can do magic.”

“My mother spoke of your professionalism as a cellist, Miss Melody,” I said.

“I’m honored that she did,” she replied with her voice humble as any good musician should.

“She’s here playing in the band for the festival tomorrow,” Vinyl clarified. There was pride in her voice and in the smirk that was on her face. “She’s humble, but she’s one of the best. And ponies may think it’s odd that we’re marefriends. Her being classical with me being electric, but I don’t care.”

“Actually that reminds me about a one-scene comic that Miss Melody’s human counterpart gave to your human counterpart back in the human world.” Octavia looked up in shock when I said that. Vinyl seems interested. “The scene was a classic firing squad scene. Except it was a punk rocker, with a guitar slung over his shoulder and blindfold over his eyes, in front of four violinists ready to play. She gave it to her as a joke, but she loved it so much she kept it.” Everypony was either laughing or giggling at the image I painted.

“Dude, I should have somepony paint that for me, so I can give it to her,” she motioned toward Octavia, “as a gift.”

“My human counterpart?” Octavia questioned. The look on her face showed curiosity and shock as she looked at her marefriend.

Vinyl waved her off, “I’ll explain later. Anyway, I’m going to be DJ’ing a gig tomorrow night after the festival. Want to come with?”

Not knowing what to say to that, I had to look back over to Twilight and Philomena. “Is it alright that we come too?” Twilight asked with a nod from Philomena.

“Oh, oh, me too,” Pinkie came in saying as she put some food on the table for them.

“Sure,” Vinyl grinned to us, “all are invited.”

“Yes!” Rainbow pumped her fist into the air. “Vinyl’s gigs are always rocking.”

“You know it,” Vinyl winked at her.

“You want to join us?” I asked.

“Nah, no thanks, dude. We ate already and need to get going,” Vinyl said, standing up from the table.

“Indeed,” Octavia agreed, also standing up. “I have some practicing to do for tomorrow.”

“Alright then, hope you two have a good night.”

“Thanks, dude,” Vinyl smirked at me lightly bumping my chest with a fist, “stay cool.”

“It was nice to meet you, Fred,” Octavia offered her hand to me where I kissed it again.

“Likewise,” I told her watching her blush slightly before leaving with her marefriend.

So, I turned around and sat down with the rest of the girls. On the table were pastries, but some alfredo noodles and vegetable bowls as well for dinner. “Looks great, Pinkie thank you,” I told her.

Pinkie stepped behind me wrapping her arms around my waist, laying her head on my shoulder, and gave me a kiss on my cheek, “Aww thank you.” Then she put her mouth to my ear and whispered, but still loud enough for the rest of them to hear, “Philomena and Twilight agreed to let you stay with me tonight.”

I was a little surprised at that and looked over to them for confirmation. Philomena just nodded with a smile beginning to eat her dinner. Twilight blushed and nodded just enough for me to notice. Fluttershy giggled and hid behind her mane while nibbling on her dinner. “Pinkie, do you really need to announce that?” Rainbow questioned with a roll of her eyes.

“No, but let’s just say it’ll be a long night for us,” Pinkie cooed taking her seat. What she said had my mind on overdrive about tonight. Even while trying to concentrate on my meal, images of her under me were flashing through my mind. “And I’m glad that the Cakes don’t live at Sugarcube Corner, just work here.”

“Ok, too much information there, Pinkie.”

“Jealous Dashie?” Pinkie wiggled her eyebrows at her friend.

Rainbow may have snorted with a roll of her eyes saying, “No,” but her voice didn’t sound too convincing.

Interesting.

^_^

Dinner was great after the awkwardness was over with. And true to her words, the Cakes weren’t there after closing time. But because of them, and with my help, Pinkie was able to finish all the pastries and cooking for the festival tomorrow. So, right now Pinkie and I were in the seating area finishing up closing up for the night. I was waiting by the counter, a little nervous for some reason, and waiting for Pinkie. She was just locking the door and turning over the sign. “Alright, that’s it,” Pinkie announced as she turned around heading toward me, “it’s lights out and locked down.” My heart was starting to pound in my chest as she walked up to me. “And now the night is all ours. And tonight I want you to take off my work dress, take off my bra, and take off my panties.”

She had stopped in front of me with heart-racing bedroom eyes on and gently put her hand on my chest. While she lowered one hand down to gently stroke my hardening member, she leaned up and whispered, “Then I want your hands and lips all over my body. Making me want you so badly that I beg for you. And then plunge your muscle into me.” After she took my hand, she started to pull me up the stairs. “I want to moan, groan, and cry out your name in pleasure.”

By the time we got to the top of the stairs, all those images of what she had said were running through my mind. Making the pony side of me excited. She didn’t say anything else until we into her room with the door closed with her leaning up against it. She was looking over at me with a hungry look in her eyes. “I want to hear your grunts and moans in my ear. Whisper my name into my ear.” She used a hand to reach up and squeeze a breast and moaned, “Now take off your clothes first. Let me see your excitement before you plunge into me.”

After her little triad, I was ready to rip not only my clothes off but hers as well. With my eyes locked onto hers and while she was rubbing her breasts, I took off my shirt stepping up to her. She moaned “yes” while I untied my pants in front of her. Reaching down into my pants and smirked at her knowing that I was teasing her.

“Two can tease. But I don’t want my hands here, but yours. Take them off.” She moaned the last word, “please.”

So I did and pushed my pants down to the floor, kicking them off. “Now it’s your turn.” It was a simple one-piece dress without a zipper but with only straps holding it up. So I reached out and lowered the straps off of her shoulders. She let the dress fall from her revealing her light pink bra and panties. Her bra was typical as well, so after I lowered her arms my hands grasped the straps of her bra. With my eyes locked onto hers, the straps of her bra were lowered off her shoulders before she pulled her arms through. I lowered them to reveal her plump breasts. Next was the fun part. I pulled her against me giving her a passionate kiss while my hands reached behind her to unclasp her bra.

Her tongue dashed into my mouth with a passionate moan as she felt the clasp loosen her bra. After throwing it aside, I broke with her lips started kissing her cheek and neck. “Yes,” she whispered now putting her hands on my head and encouraging me lower. “My breasts,” her soft plea reached my ears with my lips reaching her chest. My hands were already there squeezing and massaging each of them with my lips kissed between them.

Her hands were massaging my head letting me know the pleasure my lips gave her. She gasped when I started suckling on one of her nipples. “Oh, Fred. Take me to bed, please.” At her command, I picked her up in my arms. And when I laid her down onto the bed there was only one thing on my mind. When her panties were off, my eyes spotted her prize. It was a glorious invitation when she spread herself for me, locking her eyes onto mine, and whispered her desire, “Take me, Fred.”

After laying between her legs, she wrapped her legs around my waist. My lips met hers in a passionate kiss that she returned eagerly. My heart was pounding in my chest as our tongues danced with each other. The tip of my member was touching her entrance and with a squeeze of her legs, her lower lips started stretching to accommodate me. She kept squeezing my waist until I was fully inside of her.

“Pinkie,” my voice was a whisper, “you feel so good.” She peppered me with light kisses to my cheeks, lips, and neck.

“You fill me, Fred,” she moaned into my ear as her arms wrapped around me. Her legs squeezed and released, “Now take me.” With her encouragement, I started taking her. It was slow at first with her sighing “yes” into my ears with my arms hugging her to me. But it didn’t stay slow. She wanted more. She kept whispering “more” and “harder” into my ears encouraging me to do just that. One of her hands reached up to grasp my head and brought it down against her own. The other was scratching my back as our bodies connected time and again.

She kept encouraging me on with whispers into my ear as her fingers raked across my back. Driving my need wild like the roaring rapids of a river. That river was quickly approaching the falls of our climax. And her words ringing into our ears were bringing me closer to those falls. And she wanted it. Each moan into my ear, each stroke against my back and head was maddening.

We leapt over the falls together climaxing hard. She cried out with her legs squeezing me hard as if trying to get me deeper into her. “Pinkie,” I groaned into her ear as her body started milking me. Her hands squeezed my head and raked against my back with her body jerking in climactic pleasure. She took everything my body gave her. And all while she was groaning in pleasure into my ear.

When our bodies were calming down I rolled my body over where we were spooning with each other. She brought my arms around her, one over and one under her, to hold her against my body while we basked in the glorious afterglow. As she rested her head upon my arm, she pulled my other hand to her breast with a sigh of contentment.

“Sleep with me, Fred,” she whispered to me, snuggling up to me happily.

It wasn’t long before that was the case and we fell asleep together.

^_^

The next morning, it was just Pinkie and I as we got ready for the day. Pinkie and I even showered together, which was exciting to say the least. It was a little frantic getting everything ready for the festival, which started in just a few hours. I stayed with Pinkie to help her with bringing out and setting up the food for the wine and cider tasting. We gathered up the first trays of small treats and pastries to take outside and set on the small tables that were set up just outside Sugarcube Corner. I saw all the girls there, including Rarity and Spike. It was Spike that saw me first, gave me a big smile, and started walking over to me.

“Hey, Fred? Thanks for last night,” he said to me after pulling me aside. I’ve never seen him happier or with a wider smile on his face.

“You’re welcome,” I said in return. “I thought that you’d be best to help her, that it would help you two as well. How is she?”

“She’s ok, but it’s still raw for her.”

I nodded to him, “I’d imagine it’d take a little while for her to completely recover. She’d be a little vulnerable too and may cling to someone.”

“Yeah,” he agreed with a little bit of a blush, “on that. We also talked about us.” Knew they would, so I gave him a knowing smile as he talked. “And we came to an understanding.” His smile was wide as he looked up at me. “You were right about what she wanted. She told me that she looks to me like a kid brother. And…that’s ok now. We got everything worked out and for me to see Sweetie Belle if Sweetie wants. She said that she wouldn’t have any other dragon watching over her kid sister.”

We bumped fists, “Glad you got straight with her, Spike.”

“So am I, Thanks.” Before I could say anything else Rarity stepped up to us.

“Don’t let him get away my Spikey Wikey!” she called out, wearing a thankful smile on her face. She walked up, stopping next to him to smile up at me. “I want to thank you as well, Fred. For not only watching out for me but for having me talk to him.” She reached down and hugged the young drake. It warmed my heart to see them like that and it showed on my face. “I’ve learned that somepony, or someone, needs to be happy with who you are and not to change who you are. Get to know them and not take others for granted.”

“I’m happy that you two have come to an understanding,” I told them. Rarity let go of Spike and hugged me as well. “So now we know what the theme is for the festival, what’s it called?”

Rarity beamed at me with a wide smile, “Small Town Chic.” And with a flourish of her hair, she whipped around to direct everything, “Come my Spikey Wikey. There are things that need to be done.”

The young drake happily saluted, “Yes, ma’am,” and took off with her. As they left, Twilight and Philomena walked up beside me, one on each side. I put an arm around both.

“You know, I don’t think I’ve ever seen Spike so happy,” Twilight mused while leaning against me. “And it helped Rarity.”

Philomena rubbed her cheek against mine with a happy hum, “Proud of you.”

“Thanks. She gets her ‘Small Town Chic’ and we get a party tonight.” A grin spread across my face while thinking of all the fun that we all would have tonight at Vinyl’s gig.

“Until then we got work to do, so let’s go,” Twilight told me before starting to pull me back toward Sugarcube Corner.