Applejack placed her hooves on Fluttershy's shoulders and smiled. "Well then Sugarcube, looks like it's just the two of us. What to do, what to do..."

The timid mare blushed and sank into her seat.

"Aw come on now. No need to be shy. You ain't gotta worry about me," Applejack said with a comforting brush of her muzzle across Fluttershy's cheek.

"Oh, well, okay. I... I guess I'm just a little... embarrassed about everything," Fluttershy explained.

"Well you know I'm not one to judge," Applejack frowned and glanced to one side. "And there ain't a thing wrong with what you've been up to. Heck, if I was in your place, who knows what I woulda done to get... ya know, for an... to feel good." Appleback blushed as she choked up.

Fluttershy giggled and looked up into her friend's eyes. "Maybe I'm not the one who needs to be less shy after all."

"Heh, maybe you're right." Applejack let out a deep breath and slumped to the floor.

The pegasus leaned over her chair and placed a hoof to her friend's cheek. "Are you okay? Did I do something?"

Applejack shook her head as a woeful frown stretched across her face. She lay down flat and let her limbs fall limp while she gazed up at the ceiling.

"I'll be honest with you. I was thinkin' that with your history and whatnot, that you wouldn't mind goin' a round or two with me in the sack. But the only reason I wanted to was because I'm... yeah I'm jealous of Rarity's story and knowing about Rainbow and all of that. I shouldn't take advantage of you. You're my best friend and I love ya Sugar. I'm sorry. Whaddya say, forgive me?" Applejack leaned up slightly to look her friend in the eye.

Fluttershy blushed and stood off her seat, then walked up to the sulky earth pony. She lowered herself down and rested a cheek on Applejack's chest, who then began to softly stroke her mane.

"It's alright AJ." Fluttershy reached down and hugged onto her friend. "And if you need somepony to help you take your mind of Rarity, I would be happy to."

"Aw shucks Fluttershy. You're makin' me blush." Applejack giggled and lowered a hoof down her friend's back.

The timid pegasus slowly spread her wings as she climbed over her friend. Tentatively, she lowered her muzzle against Applejack's.

"Shy, you sure about this? You ain't gotta do it just for my sake," Applejack explained as she wrapped her front hooves around the mare's neck.

"Oh, but I'm not just doing it for you... I want to, because I know we'll like it." With a deep breath, Fluttershy closed her eyes and kissed her friend.

Applejack closed hers as well and fell into her affections. She kissed her aggressively, her tongue flicking gently between Fluttershy's parted lips. With a deep huff, she fell backwards and let her body go limp.

"What, uhm, what's wrong? Did I..." Fluttershy blushed and glanced away. "Did I do something wrong?"

Applejack shook her head and shouted, "No! It ain't that at all. I was just thinkin' and... ah it's stupid."

"No, please tell me. What's got you so upset, so suddenly?" Fluttershy leaned back down and hugged her friend.

"It's Rarity... I mean, I wasn't good enough to be her favorite time. And you, well you've been with better partners than silly old me, I'm sure." Applejack sighed and shook her head. "I'm sorry Shy. I know this ain't exactly sexy—me complainin' like a teenage drama queen..."

"Oh no. It's fine. You don't have to worry about being sexy around me Applejack; I already think you're very sexy. And it doesn't matter what anypony says. As long as you do your best, then I'll be satisfied." Fluttershy kissed the mare's cheeks, then placed a hoof on her chin, turning her to face her.

Applejack look deeply into Fluttershy's kind, reassuring eyes. She smiled and blinked away tears before they could form.

"I can always count on you for a little TLC."

She kissed Fluttershy passionately, their tongues meeting immediately. Her hooves ran down the pegasus' sides and swatted her flank.

"Hehee." Fluttershy giggled and wiggled herself snuggly against her partner. "That tingles..."

Applejack grinned and bit down on her lip as she thrust her lower body upward, arching her back into her friend's embrace.

"Hey, Shy? You uh, you think maybe I could get you off?" Applejack asked between kisses.

The pegasus shrugged and closed her eyes. "That'd be... nice. But I don't think it's exactly possible."

Applejack wore a smug expression and raised an eyebrow. "Well I just reckon I got my work cut out for me. And even though I really don't expect to accomplish my goal, I plan to have a heck of a lot of fun tryin'."

Fluttershy rolled onto her back while pulling Applejack over top of herself. She spread her legs and winked. "I'm sure it'll be the best I've ever had."

***

Rarity pulled Twilight onto her big cushy sofa and hugged her tightly. "Well we've had quite an interesting night thus far, have we not?"

"To say the least!" Twilight explaimed. "Can you believe Fluttershy? Sheesh."

"I know! I feel as if I'm the only pony left in Equestria who has yet to sleep with her. The poor dear, I hope the others don't judge her harshly. She's still so sweet despite her... experiences." Rarity threw a hoof over her forehead and sighed.

Twilight lowered Rarity's hoof and placed it on her thigh. "Hey now. I know none of us would ever think negatively about our best friend. Fluttershy is Fluttershy no matter what she does."

Rarity glanced down at the placement of her hoof and grinned. "That's right. And it seems we're having a regret-free sort of night, aren't we?"

Twilight blushed as Rarity placed her other hoof on her chest and slowly ran it down to her stomach. "It does..."

"So then, Twilight Sparkle," Rarity licked her lips as her eyes ran down the mare's cute, innocent body. "Let's be ourselves, and see what happens. We'll stick to the plan."

Twilight gulped and placed her hoof over Rarity's, guiding it lower down her stomach as she leaned back against the arm of the couch.

"I am being myself... How about you?" Twilight said as Rarity's muzzle grew closer to her own.

As their bodies touched, Twilight shuddered and ran her hooves down Rarity's sides. The white mare on top pushed herself against her friend, warmth radiating between their excited bodies.

Twilight hesitantly reached around her friend's back and pulled her closer. Her eyes slowly narrowed and deep red blush spread across her muzzle while as Rarity's hoof softly stroked her flank and thigh.

"I love the way you feel Twilight..." Rarity said as she lightly kissed her cheeks.

"And how do I feel?" Twilight whispered into the mare's ear, her hot breath sending chills up her spine.

"You feel innocent, almost curious, as if this is your first time."

Twilight gulped and glanced away. "Well... You like that?"

Rarity nodded and pressed her lips against the mare's beneath her. Her heart heavily pounded like a hammer against her chest as Twilight pushed into the kiss, parting her lips.

Their tongues met in a sloppy, yet loving dance of passion and she