Author's Note: Sorry that I haven't updated in, like FOREVER, but school and social life come first. I'm SO happy to see this story getting so much attention. I really wish I could be frequent wit the updates, but things, like I said, have been keeping me busy.

I've also been kept occupied with a forum I'm a member and Moderator on, called Brony Awakening. To keep it short: We're pretty much dying. A trolling forum going by OTRecliner (formerly OTRepository) had raided and attacked our forum, giving us grief and driving us into a near two month long lockdown. We lifted it, but the damage had been done. We need fresh members, especially ones that can find the time to be active and free to chat with us. We need activity, so that we may thrive once again. Nevel, the author of the 'Angelswift' series, is even an active member of the site. His stories are awesome.

So, enough about MY problems, let's get to the story!

Oh yeah, and I'm going to be writing this chapter differently too, since it looked too simple in the two early chapters. And it's going to be more of a development chapter than clop. Finally, this story takes place before the ending of Season 3, just to keep it clear.

Rarity groaned and tried to roll over, but she felt something holding her. Too sleepy to care, Rarity gently wrapped her forelegs around the warm and soft object, which let out a happy sigh the same time she did.

It took about a minute for it to dawn on Rarity that pillows don't sigh, and once it did dawn on her, her eyes flew open and she looked at the form she was currently snuggling with.

It was Nurse Redheart, or 'Red', as she had been preferring. The nurse pony was laying close to Rarity, her head buried in the white unicorn's chest and her forelegs wrapped around her barrel. This filled Rarity with conflicting emotions, even as she continued to hold the pink-maned earth pony.

Friends with benefits.

She didn't exactly know how that rolled off of the tongue for her. Rarity usually trusted Reposado's word. The mare may have been a little.....no, scratch that, the mare was crass from her nose to her tail and all the way to her core, but Rarity trusted her as much as she would trust Rainbow Dash to be there for her and their friends.

But this was still something that was hard to digest.

Rarity couldn't think of intercourse as just being a passing fancy for individuals to simply 'do' with each other, then go off and do something, or somepony, else. Sex was an intimate thing that only those you really trust and love.....but why did she still have this strange emotion that flooded her mind and fluttered in her chest?

Was it confusion? Was it acceptance?

She mentally sighed as she slowly pulled away from Red, making sure to not disturb the sleeping mare. Once Rarity was free, she took a quick inventory of herself and the room she was in.

It was one of the Crystal Rite's 'lovers' rooms, a room that contained a queen-sized bed with simple furniture and a small kitchenette. It was a special room Repo only gives to couples and married ponies. Or those just wanting to have a place to have a little fun for a night. The idea that Repo even had rooms set aside for just that, brought a small blush to Rarity's cheeks.

The tan unicorn was crass, insatiable, and even a temptress at times.....but she was still lovable, and Rarity couldn't help but smile.

The fashionista sighed. She needed some air.....and some advice.

Rarity slowly tip-hooved out of the room, gently closing the door behind her as Redheart shifted on the bed, giving a small snore before settling down again. Rarity smiled as she completely closed the door and set out down the hall, heading for the bar. The darkness and moonlight she saw through the windows showed that it was nighttime.

Luckily for her, Reposado was still awake, humming to herself as she ran a cloth across the counter. Spitfire was nowhere to be seen. This is what Rarity wanted, privacy.

Repo heard the sound of hooves and smiled as she waved at Rarity, who was coming down the steps and into the bar.

She spoke in a rather cheerful tone. "Evening. Didn't think you'd be up this late, Rarity. After all, sexy mares need their sleep." That comment made Rarity blush, but she giggled and waved back as she took a seat on a bar stool. "Oh Reposado, please stop flattering me." Repo only grinned widely as she went back to wiping the counter. "So what can I do ya for Rarity? Need a nightcap to help you sleep?" Rarity shook her head. "I....I need to talk to you...."

Reposado stopped and looked back up at Rarity, and seeing the seriousness in her eyes, Repo put the rag over her shoulder and placed her forelegs on the bar counter, her usual grin gone and now replaced with a look that said she was listening. Rarity sighed as she spoke wearily, "Do you remember when you said that we all could be friends with benefits?"

Repo nodded.

"Well....I....I just don't know how it makes me feel. I don't really mind being able to go to you, or Redheart, or even Spitfire, to have such an experience, but it just seems....seems...."

"Conflicting?"

Rarity nodded as she continued. "I grew up thinking of love as being something that was special to those that loved each other, soon capable of sharing what is one of the most intimate moments in a pony's life. Allowing your lover to give you sensations that not even the sweetest or most exotic of chocolates is capable of bringing, if you will, but going to a pony that you only think of as a friend for the same thing? It's conflicting, where one part of me likes the idea, but the other scolding me for looking for a cheap and empty thrill."

Repo scoffed, which surprised Rarity. The bartender never did such a thing. Reposado spoke with a somewhat bitter tone, "That's what others say. It really shivs me to have ponies say that if you sleep with someone before marriage, then you're nothing but a harlot, or even a skank."

She huffed and threw the towel she had onto the counter and leaned forward, looking deeply into Rarity's eyes. The fashionista didn't back away as the tan unicorn spoke, "Tell me, Rarity, do you like me?"

Rarity nodded. "As a good friend, yes."

"Do you think you could trust me with that friendship?"

Rarity nodded.

"Trust me with not expecting you to fill out some sort of obligation of any kind?"

Rarity nodded again.

"Trust me with not sharing this with my friends and laughing at your expense?"

Rarity gave a strong nod, determination in her features. Reposado leaned forward until her nose was almost touching Rarity's.

"....Trust me with handling your most private, most intimate of parts?"

Rarity hesitated, but she closed her eyes and nodded. Reposado smiled and pecked Rarity on the nose, pulling away and now leaning casually on bar counter, speaking with an honest tone.

"Rarity, after I became what I am today, I had a lot of moments where I would question if what I was doing was right. Was I making ponies happy and giving them relief from stress, or was I turning myself into a whore? But I had a small revelation a few years ago, one that changed the very way I viewed friendship."

She sighed and went around the counter, taking a seat next to Rarity. Reposado spoke, "Love is a great thing. It makes you feel warm in the coldest nights, it guides you when you are lost, it gives you company when you are alone....and it gives you happiness when everyone else is sad. It's good to meet that one pony that truly makes you feel that way.....but who says that romantic love is the sole love there is?"

This got Rarity's attention. "But, isn't it the only kind?" Reposado smiled and shook her head. "I may be biased, and you can choose to ignore it and pretend I didn't say anything, but if you ask me, love comes in different forms, not just 'true love'."

She got up and went behind the counter again, pulling down three different bottles of light alcohol that she each poured a small amount into three individual shot glasses. Reposado pushed the first glass forward, which contained a dark blue liquid. "Here, you have 'family'....." She gestured, and Rarity hesitantly took the glass in her magic and drank it down in one go. It didn't burn at all....in fact, it was rather cool, and very soothing, but tasted like a simple fruit punch.

Repo spoke again, "...a love that is common, but always wanted." She pushed the second glass forward, this one a bright green. "This is 'friendship..." Rarity knew what to do and drank the shot. This one was warm and consuming, filling out her entire body. It reminded Rarity of the feelings she had when she and her friends had defeated Discord, the feeling of truly having friends that would be there for you even when you did them wrong.

She was interrupted from her thoughts when Reposado spoke again. "The closeness of friendship makes you feel secure, warm, knowing that you can always count on your fellows to be there for you. That feeling gives you a warmth that can only mean 'I am never alone'." She pushed the final glass forward, this one containing a pink liquid.

"And finally, you have 'true love'...." Rarity drank it right when Reposado finished speaking. Rarity was glad that the alcohol was so light and the portions so small. She wanted to be able to think clearly with this kind of conversation. The alcohol made her feel warm also, but this one was stronger, filling her entire being and making her face flush a little as she gave a small moan. Repo smiled serenely as she continued. "....this fills you with passion, warmth, the feeling of being not only wanted...."

Repo went back around the counter and sat on a stool pulling the blushing and warm Rarity into a hug, whispering into her ear.

"...but needed...."

Rarity pulled back and stared wide-eyed at Reposado. She never expected such a deep thing from the tan-coated, berry-maned unicorn. Reposado continued even as Rarity stared. "These different form of loves all contain a different kind of flavor, all of them unique in there own way, but if you had been paying attention, the feelings gained from friendship and true love feel almost similar, even when they are completely different things. Both make you feel wanted, both keep you from feeling alone, and both are there for you when they are most needed."

She leaned back and laid a foreleg on the counter.

"I may be being long-winded here, but if you ask me, love can't be replaced by friendship, but who ever said that what you do with a pony that you truly love can't be done with a pony that is truly your friend? Now, I'm not saying that wives and husbands should cheat on each other, but about before that? What about having an intimate moment with a friend? Sex can fill you with warmth whether you are in a committed relationship or in a simple friendship."

Rarity stared at Reposado before looking down at the counter, her brows furrowing together as she thought over what Repo said. It....it seemed to make sense, but Rarity was still conflicted. She could understand where Reposado was coming from, but did it seem right? Having such an intimate moment with a friend? She thought over this scenario with the thought of her other friends.

Twilight was a dear, and her insatiable hunger for knowledge would mean different experiences every time, should she actually come out of her shell to take part in it.

Fluttershy was so soft and adorable, her need to show kindness, like her Element, would mean that she'd make sure you were satisfied....if only, like Twilight, she actually worked up the courage to do so.

Pinkie.....well, knowing Pinkie, she would make it not only your wildest, and most unforgettable time in your entire life. Rarity had the sneaking suspicion that Pinkie wouldn't actually mind being a friend with benefits, since she not only likes to make ponies laugh, but make them happy.

Applejack, though a little rustic compared to Rarity, wouldn't exactly be turned down should she ever offer a little 'stress relief'. And it wouldn't really be unwanted to wake up with those nice strong legs holding her when they had such a session.

And finally, Rainbow Dash. Rarity knew that Dash wasn't always the one to stay tied down with relationships. The pegasus was wild and free, not even the sky being the limit. Dash's, well, loyalty to her friends, such as herself, would mean that she would not give up until the other pony was as satisfied as herself.

Plus, Rarity had heard some rather juicy pieces of gossip of how Derpy Hooves 'supposedly' went to Rainbow a few times during her heat cycle. Unreliable information for sure, but it was still a fun thought.

Reposado pulled Rarity into a half hug, simply wrapping a foreleg around her shoulder and holding her by her side, grinning all the while. "Having sex with a pony doesn't mean that yo have to marry them. It doesn't mean that you are entitled to be with them forever. It doesn't mean that you are their lover forever. What would happen if your friend gave you relief, or went to you for relief when a heat cycle is involved? What about giving a crying pony who thinks that they are worthless, ugly, and unwanted something that made them feel alive, made them feel like they could take on the world.....made them feel loved?"

Repo gave a nostalgic smile as she looked at the counter, but then shook her head and continued, looking back at Rarity.

"Sex is freedom, sex is good, sex is relief......sex is love."

Repo rested her cheek against Rarity's whispering to her.

"And would you give that love to your other friends?"

Rarity's eyes were wide at the question. Could she? Could she do such a thing? Do such an intimate act with a friend so that she could make them feel loved, make them feel needed.....make them feel like a pony?

.....Yes.....yes she could. Without a doubt, she could.

Rarity leaned over and gave Reposado a small kiss on the cheek and pulled away from the hug, taking the tan unicorn's forehooves in her own white ones.

"Thank you, Reposado, thank you for helping me feel so clearheaded in this. I can't believe I have never seen this in such a light before. It....It.....It really opened my eyes. Thank you so much darling."

She giggled and spoke, "Now I don't feel so bad for sleeping with you, Redheart, Spitfire, and Lotus and Aloe."

Repo's jaw suddenly dropped and her demeanor changed as she gave a large smile a moment later. "Seriously? You had a threesome with the Spa Twins?!" She grabbed Rarity by the shoulder and pulled her close, pushing her nose into Rarity's as her eyes contained unhidden awe.

"......You are a sex god, and I will devote my life to pleasing you and doing whatever you say."

Rarity was momentarily stunned, but then giggled and pushed Reposado away. "Please dear, there is no need. I am quite happy being your friend....your friend with benefits." Rarity didn't feel bothered saying that anymore. In fact, it filled her with confidence.

Reposado smiled honestly and hopped off of the stool, giving a small yawn as she put the rag away and started turning a few lights off. She looked up at a glowing clock, then back at Rarity "Well, it's about 2:00 AM right now. I promised Spitfire that I'd keep her company for the night, so I'm going to her suite." She grinned and raised a brow. "And I suppose you should go back to bed with Red. She really enjoyed cuddling with you, so me and Spitfire just kept you two together. They understand what I mean about friends with benefits, and so do a few other ponies in Ponyville. They'll be there for you should you ever need them."

She surprised Rarity by leaning forward and kissing her on the lips, slipping her some tongue and moaning lightly before pulling away, a cheeky grin on her face. She giggled while Rarity only blushed. Repo nuzzled Rarity's cheek. "Goodnight." With that, she left the bar and went up the stairs, disappearing in the darkness and the sound of her hooves fading away.

Rarity stood there in the faint light before smiling faintly. She turned around to leave, but noticed something on the counter. It was her necklace, the large glowing stone casting swirling light over the varnished wood. The swirling was less energetic and seemed to make patterns instead of just moving under its surface. She picked it up and carried it in her magic, going up the steps and finally returning to the room she and Redheart were in, the pony now holding a pillow in her grip and a less serene look on her face.

This struck a chord with the fashionista, and she wanted to right it.

She crawled into the bed, putting the necklace on the end table, and pulled the pillow out of Red's grasp. The nurse's face scrunched up and she frowned as she felt around the bed in her sleep. Rarity smiled and crawled into her grasp, allowing Redheart to pull her into a deep hug, her muzzle resting in Rarity's neck. Redheart sighed and smiled as she fell back into a deeper sleep.

Rarity nuzzled Red's mane before laying her head down on the leftover pillows, yawning before pulling the sheets up, covering them both.

The white unicorn felt the same warmth she felt when she drank both the last and second to last shot glass. A warmth that seemed to fill her to her core, making her feel pretty and confident.

It was amazing......and she wished she could give this feeling to the others.

Of course, a lady still has some standards, and it would be quite uncouth to call her friends together and suddenly seduce them all and make them all scream in pleasure as her tongue-

Rarity blushed deeply and giggled.

If she kept that same train of thought going, she would end up waking up Redheart to her masturbating while she was still being held.

Rarity allowed Reposado's words to flow through her head until she finally fell back asleep.

Meanwhile, Reposado giggled as she cuddled against Spitfire.

'I guess my 'emotion mirror liquor' was a success. I KNEW I'd be able to make a drink that made you feel different emotions. Impossible to drug, and non-addicting. Also impervious to tampering. I'll make a lot of bits if I market this as a special drink.'

She sighed and relaxed, allowing one last thought to pass through her head.

'I hope I did the right thing for Rarity. That mare was bound to wind up as abstinent as the Canterlot elite, or just as weird. She never seemed to have anyone love her, but she always had great friends to substitute as lovers. They may not be as fulfilling as a true lover, but they can make her feel equally as wanted and needed......I wish you happiness Rarity......to you.......and your friends.'

She let out a small snore and pulled Spitfire closer, burying her muzzle into her neck and now fast asleep.

Author's Note

I wanted to show some emotion, and boy I sure did! I also worked on my writing. For some reason, when I get really philosophical, I write better. Don't know why.

Just hope you guys enjoyed this chapter, and didn't think I was just rambling on about nothing.

And.....I apologize for the lateness.

Now that I feel invigorated by this chapter, chances are that I will actually start posting a lot sooner.

Sorry for the lack of clop! Not every clopfic has to be purely clop! HA HA HAAAAAA!