What's Happening?

by RevenantHunter

Rating: mature
Tags: Main 6, My Little Pony: Friendship is Magic, Other, Romance, Spa Ponies, Comedy, Rarity, Random, Sex
Length: 12802

While searching for gems on her own, Rarity comes across an unusual gem that is shaped like a heart. She does noy know the powers it contains, but after a few 'incidents' involving the mares of Ponyville....will she actually care?

While Rarity goes on a gem hunt by herself, she stumbles across an unusual gem. This gem seems to glow a faint red and pink color.. She has never seen such a gem before and it intrigues her. She decides to take it back to the shop and maybe put it on a dress or a necklace just for her.

But soon, the mares of Ponyville begin to act strange. What's happening to them, and why does it seem to revolve around this gem she wears around her neck?

Published 2012-04-07 03:14:02 UTC
Last updated 2013-03-10 02:13:25 UTC

It's so beautiful!

Author's Note: Man, I've been wanting to try my hands at a clopfic, just to see how well I do. This story may seem a little choppy, but that's because I tend to lose focus on the cureent subject.

Alright! Let's get to it!

In an old rocky quarry near Ponyville, a familiar unicorn mare was currently making her way across the dirt covered ground of the area. She had a coat of white with a perfectly coiffed moderate indigo mane with a matching tail. On her flank were three blue diamonds.

It was none other than Rarity, the fashionista of Ponyville and the bearer of the Element of Generousity. She was currently wearing a pair of stylish saddlebags for the mission that she was on.

She was hunting for more precious gems. Her stock had been running low and she needed to fill a dress order for Carrot Top.

It was too bad she couldn't bring Spike along, but the little hard working dragon had been called to Canterlot by Princess Celestia. And he had to go without Twilight. Apparently it had something to do with his ability to send scrolls through his fire breath.

Rarity let out a small whine. That meant she had to dig up the gems herself. And she had just gotten a ponypedi! When this is over, she's going to have to go back to the spa to get them redone.

Activating the spell that allowed her to detect gems, Rarity began her hunt for gems.

After an hour of digging in the dirt, and plenty of complaining about not bringing a shovel, Rarity had managed to mostly fill up her saddlebags with a wide assortment of gems. Now it was time to go home, wash off the sweat that had stained her coat, then make a quick trip to the spa.

Suddenly, the blue magic of horn changed from a it's usual light blue to a light red and it began to tingle. It wasn't a painful sensation, more like ticklish.

"Hmm, that's strange, my gem detector has never done that before."

Out of the corner of her eye, Rarity noticed that a spot on the ground begfan to glow the same red color.

Reaching the spot, Rarity began to prod the dirt until she slowly dug up what was underneath.

Underneath was a gem about the size of her iris. It looked like it was made out of clear glass in a heart shape with the core glowing a red and pink color.

Rarity's eyes began to widen and sparkle with barely contained excitement and her smile turned into an ear-to-ear grin.

"It's so beautiful! Oh I have to bring this back with me to the botique. It would look positively marvelous on a necklace! Or maybe a dress! Oh, the possibilities!"

Quickly tucking the gem away in her saddlebags and closing the clasp, Rarity quickly started her way home, not noticing that the gem began to glow brighter.

XXXX

"*sigh* Much better."

Rarity stepped out of her bathroom, feeling refreshed after finally washing off the filth and sweat off of her beautiful coat.

She heard the sound of the bell mounted above the entrance to the Carasoul Boutique jingle, signalling that someone had arrived into her shop.

"Oh, I wonder who that could be?"

Rarity quickly trotted down the steps and into the main area of the boutique.

An earth pony mare with an orange mane and tail and a light yellow coat was standing at the counter that had the register on it. Her cutie mark was three carrots.

"Ah, Carrot Top! How are you doing today, darling?"

Carrot Top smiled.

"I'm doing good today, Rarity. I managed to bake a whole batch of blueberry muffins without Derpy eating them all."

Rarity giggled.

"Oh, that must be a new record, being able to bake a whole batch of muffins. How did you do it?"

Carrot Top gave a sly smile.

"You'd be amazed how effective barbwire can be."

Rarity giggled again.

"Well, as long as she didn't get hurt."

"Oh, don't worry. She basically just patrolled the front, waiting for me to leave. Had to stand there for three hours, without food, water, or bathroom breaks."

Rarity sighed with an amused grin.

"She sure is persistent. But it's thanks to that persistence that she is still the best mailmare in Ponyville."

Rarity's eyes suddenly widened.

"Oh! I nearly forgot about your dress Carrot Top. Wait here while I retrieve it."

Rarity ran into the work area of her shop and quickly pulled a beautiful orange dress with yellow lace on it off of a display figure, folded it up, and placed it in a box that she wrapped with a yellow ribbon.

She trotted back towards the register and floated the box to Carrot Top, who snatched it from the air and then pulled out a small pouch from her mane. She dropped the right amount of bits onto the counter and placed the pouch back into her mane.

"I apologize for not putting any gems onto it, darling, but I was so short on time and I didn't have enough time to find any amber to put onto the dress. It would've gone so well with your coat!"

Carrot Top gave Rarity a reassuring smile.

"It's okay Rarity. I'm not really that much into gemstones anyway. They tend to poke me so much that it drives me crazy. And Derpy already does enough of that."

They both shared a laughed before Carrot Top said good-bye to Rarity and left.

Rarity was all alone in her shop now. Sweetie Belle was off playing with her Crusader friends and won't be back for a few more hours. And Rarity had dropped Opal off at Fluttershy's before she left to go gem hunting because her cat wasn't feeling very good.

"Hmm, maybe now I have time to get that gem I found and turn it into a beautiful necklace. It would looks so perfect!"

Retrieving the glowing red and pink gem, she set it onto a work table. Rarity stretched out her neck.

"I hope my gem cutting isn't rusty."

"And voila!"

Rarity looked down at an hour's worth of work. The gem was now nicely polished and had a golden shell on the back, covering the back of the gem. And it was finished with a nice gold necklace.

Undoing the clasps and putting the necklace on, Rarity then re-did the clasps and gave little twirl before winking at the mirror.

"Oh, it looks so perfect! And now, a trip to the spa!"

Rarity put the 'closed' sign up and ran out the door.

Rarity happily trotted through the marketplace, adding a strut to her walk as she displayed the beautiful necklace she wore.

As she walked, she noticed that some of the ponies were turning their heads to look at her.

'Oh my...I know I usually attract stares wherever I go, but this is rather flattering. Not only are they giving me looks, but now they're staring!'

Rarity gave a little modest blush and a smile.

Rarity let out a giggle as she noticed that one of the pegasus mares seemed to be struggling to keep her wings under control. Rarity has been a fashionista for a rather long time. She know's how to read body language very well, and seeing the pegasus's wings quivering gives a pretty big hint of what's going on in their heads.

Rarity giggled again as she entered the front doors of the spa, knowing that the eyes of the passing mare behind her was glued to her rump.

The two Spa Twins, Lotus, an earth pony mare with a light blue coat with a pink mane and tail with dark azure eyes, and Aloe, Lotus's twin sister with her colors opposite of Lotus, a pink coat with a light blue mane and tail with dark azure eyes. Both had lotus flowers for cutie marks, with Lotus having a pink-toned one and Aloe having a light blue-toned one.

They were both sitting at the reception desk, apparently shifting through some paperwork when they noticed the fashionista entering.

Lotus spoke first.

"Ah, Miss Rarity, it's so nice to see you again in our spa. But you were just here a few hours ago. Is there a problem?"

Rarity sighed.

"Yes, there is a problem. When I got home I found out my gem supply was almost empty, so I had to go out and dig for more. And I ruined a perfectly good ponypedi doing it. If it's not too much trouble, could I get them redone?"

Lotus and Aloe flashed big smiles at Rarity. Aloe spoke up this time.

"It is no trouble at all Miss Rarity! You know you're our favorite and most frequent customer. Just follow us and we'll get started."

"Thank you, you two are a life saver."

Rarity followed the Spa Twins towards the main part of the spa. They entered an empty room that had cushioned tables for massages and a few chairs and tables that had files, hoof polish, the works.

Rarity, in her excitement, trotted faster than the Spa Twins, putting herself in front of them.

In her excitement, she didn't notice how the Twins suddenly blushed, how their eyes began to trace over every curve of her flanks and rump. She especially didn't notice how Lotus leaned over and whispered something into Aloe's ear, the pink pony nodding her head in agreement. They both gained sly smiles and a twinkle in their eye as Lotus spoke up.

"Ah, Miss Rarity?"

Rarity stopped and turned around to face the Spa Twins. She was a little confused on why they were both blushing. Sure, she was walking ahead them, but the Twins were professionals. This sort of thing wouldn't make them flustered, would it?

"Yes?"

Lotus spoke up in a slightly hesitant manner.

"Um, you said you had been looking for gems, correct?"

Rarity nodded.

"Uh, how much did you carry, exactly?"

Rarity brought a hoof to her chin.

"I brought enough to fill my saddlebags home with me. Of course, I also found this beautiful gem."

She gestured to the glowing gem that she had around her neck.

'Hmm, was it glowing that brightly when I found it?'

Lotus and Aloe looked at the gem.

"Ooh, yes, that is quite a lovely gem. Anyways, does your back hurt at all? It must have been quite heavy to carry such a large amount of gems."

'Now that she mentions it, my back is rather sore.'

"Well, it is rather tight in my lower back."

Too preoccupied with looking at her back, Rarity didn't notice Lotus and Aloe twitch slightly when she said 'tight'.

"Well then..."

Rarity looked at Aloe, who started talking.

"..maybe you could use a nice massage before we give you ponypedi. Free of charge of course"

Rarity's eyes widened, then she smiled.

"Oh please darlings, I could never ask you to do that for me. I don't want to be a bother."

Lotus spoke up.

"Miss Rarity, please. Think of it as a 'thank you' for being such a nice customer for us. You may not know it, but you are possibly the nicest customer we ever get. And Fluttershy and your friends of course. The other customers are always complaining about something. A mare even tried to sue us because she thought Aloe was trying to feel her up. Her hind legs were cramped up, so of course Aloe had to get a little...close. Please accept our generous gift."

Rarity couldn't help her smile. This was probably one of the nicest things they had ever done for her. Even better when they managed to get her mane back to it's original color after 'The Great and Powerful' Trixie turned it into such an awful shade of green.

"Oh, how could I say no to you two? Of course I'll accept a massage."

Lotus perked up.

"Perfect. Oh, and is it okay if Aloe helps me."

"Of course darling."

Rarity quickly hopped onto the first massage table and laid on her stomach with her legs folded up against her. She didn't notice Aloe locking the door and dimming the lights.

Lotus stood on her hindlegs and gently placed her forelegs onto Rarity's back.

Rarity groaned in relief as Lotus began to knead into her back, slowly loosening the muscles underneath. Aloe stood on the opposite side of the table and placed her forelegs on Rarity's shoulders. She began to gently apply pressure.

Rarity sighed blissfully.

"Ooooooh, that's feels so lovely..."

Lotus and Aloe smiled, but those smiles soon turned into mischievous grins as the massage went on.

Aloe started working from Rarity's shoulders to her neck. Lotus started to slowly work her way onto Rarity's lower back, being extra careful to make sure she doesn't put too much pressure on a knot.

Rarity gasped when Lotus found the knot that was bothering her.

"Oh, it appears I found it."

Lotus began to gently roll her hoof on the knot, slowly loosening it while Aloe began to slowly pull Rarity's forelegs out from beneath her, starting to stretch it out.

Rarity opened one her eyes, not remembering that she closed them.

"Aloe?"

Aloe paused and gave Rarity a gentle smile.

"You need to be fully slack in order for the massage to be perfect."

Rarity answered with a groan as Lotus continued to work on the knot. Complying, Rarity shifted herself so that all four legs were hanging off of the table, Lotus pausing in her work to allow Rarity to move, then she went right back to it.

Lotus and Aloe grinned. Their plan was working perfectly. Now, it was time to turn it up a little.

Aloe let go of Rarity's foreleg and made her way to the unicorn's lower back, where Lotus paused in her work.

"Miss Rarity, I ask that you try to contain yourself."

"Wha-"

Lotus and Aloe placed their hooves onto Rarity's lower back and rolled the muscles all the way across her spine up to her upper back, the flesh and muscle moving beneath the hooves.

"OOOOOOOOOOHHHHHHHHHHH..."

Rarity shuddered in absolute pleasure as the most thrilling and blissful feeling spread across her entire body.

As the Spa Twins began to aggressively assault Rarity's body with wave after wave of pleasurable feelings and sensations, they began to smell something that was slightly sweet.

They grinned and inhaled the smell of excited mare. It was starting to make them both wet.

Aloe took advantage of the moment and began to gently work on Rarity's flanks, enjoying how the flesh twitched underneath.

Lotus stopped and walked over to stand in front of Rarity, watching as the mare continued to groan with a large blush on her face. Her horn was starting to glow faintly, the sign that she was getting aroused.

Lotus's giggling made Rarity open her eyes, which looked a little glossed over.

"Wha...What are you two.." She began to pant and groan. "...doing to me?"

Lotus smiled seductively.

"Isn't it obvious, Miss Rarity?"

Rarity moaned as Aloe began to work on her rump, taking extra time to work on her cutie marks.

"W-Why are you doing this...?"

Lotus blushed as she gently ran a hoof across Rarity's cheek, putting a displaced hair on her mane back into it's place. She looked Rarity straight into her eyes and got closer, feeling her panting breath on her muzzle.

"Oh Miss Rarity. After years of having to touch such a beautiful, perfect, exquisite body, but not being able to do anything else but massage it. You can't imagine such torture."

Unknown to the three mares, the gem around Rarity's neck began to glow a deeper red.

"We can't hold ourselves back anymore. We'd end up groping someone by accident if a single stray thought of you entered our minds."

Lotus traced her lips across the side of Rarity's opened muzzle.

"You're our best customer. The one who appreciates us the most for our work."

Rarity moaned as Aloe's hooves began to wander to her inner thighs.

Lotus gave a feather-light kiss on Rarity's right temple before pulling back to look Rarity in the eyes again.

"Do accept our gift...for being such a good customer?"

Rarity could barely look Lotus in the eyes, and she as being distracted with Aloe's hooves. She could only moan out her response. It wasn't like her to do this, but it felt so good!

"Aaahhh...yesssss..."

Lotus looked up and nodded at Aloe. The pink earth pony's hoof trailed over Rarity's tail, down her plot, and to her leaking nether. Her hoof gently rubbed across her slit.

"AAH-MMMMmmmmm...."

Lotus cut Rarity's groan off with a deep kiss. Her tongue took advantage of Rarity's open mouth and entered.

"Mmmhhhmmmmm...."

Aloe's hoof began to rub harder into Rarity's nether, the hoof now starting to divide to white lips and exposing the pink inside as her juices began to leak out more.

Lotus's tongue mingled with Rarity's until Lotus had to pull out for air. She panted as her eyes landed on her white her, which was now glowing a bright blue.

Licking her lips, Lotus wrapped them around the horn and began to run her tongue around it. It made her entire mouth tingle, like eating fizzy pop rocks.

Rarity was stumped. She had come into the spa in hopes of a simple ponypedia, but now she was getting more than she could have ever imagined! Her stomach tingled as Aloe continued to stimulate her pussy, her hooves, that were made to massage the body, now massaging her most sensitive area.

She whined when she felt the hoof leave her slit and the mouth let go of her horn.

"Unh, why did you stop...?"

Lotus and Aloe smiled, grabbing Rarity and flipping her over so that she laid on her back. Aloe grabbed her hindlegs and spread them, exposing her most private area to Aloe, slick with her wetness and now getting puffy, the blood flowing to them.

Aloe dived right in, her mouth wrapping around the mound and her tongue lapping at her inner folds. Her upper teeth rubbed against Rarity's clitoris.

"Ah! There! Right THERE! Oooohhh....!"

Lotus smirked at Rarity's drop in lady-like mannerisms. She went right back to Rarity's horn, but the unicorn's forelegs shot out and held Lotus back. The earth pony gave a confused look.

"*gasp* Ohhh, l-let me-mmh- p-pleasure you-oooohh. Get on the-UUHH *pant* table. Above me-EEeee."

Lotus understood what she was getting at. Pulling herself onto the table, Lotus backed up until her rump was over Rarity's head. The unicorn immediately grabbed Lotus's flanks and pulled her down. Rarity's tongue quickly went to her clit, licking circles around it before plunging her tongue into her.

Lotus whinnied in surprise at how aggressive Rarity was, but then she went slack in pleasure as she placed her forelegs beside Rarity's body to support herself.

Aloe looked up from the quivering slit in front of her and looked at the sight of Lotus's face as she was ate out by the fashionista. The way her face would loosen and then tighten as Rarity licked a sensitive spot. It was oddly arousing.

Aloe snaked a hoof in-between her rear legs and began to work at her clit, pushing and prodding it.

Lotus couldn't take it anymore! It was too good! She was just too good at this!

"Ooohhhh, Rarity, I'm going to cum!"

Rarity quickly pulled her tongue out of the delicious slit and nibbled on the clit, then wrapped her lips around it and pulled lightly.

"AAAHHHH!"

Lotus let out a pleasured scream as her body locked up from the pleasure, making her entire body tremble and she felt as though her heart was going to beat out of her chest.

Rarity opened her mouth and caught all of the juices and swallowed them.

Lotus shakily got off of the table and collapsed onto a massage table that was next to the one Rarity was on.

Aloe took control of the distraction to pull her muzzle out of Rarity's slit, who whined at the lack of stimulation. Aloe hopped onto the table and crawled across Rarity, kissing her clit, gaining a gasp, kissing her stomach, kissing her chest, minding the gem as she passed it, kissing her neck, lingering to nip and lick at it much to Rarity's pleasure, then finally reaching Rarity's lips, where they finally met in a powerful kiss, her tongue mingling with Rarity's. She could taste her sister's juices in Rarity's mouth, and it was turning her on even more.

Aloe lowered herself onto Rarity until their flowers touched, making them both moan. She began rocking her hips, making wet muffled noises as her labia ran across Rarity's clit.

Rarity began to hump her hips to meet Aloe's thrusts. She was so close, she just needed a little more stimulation.

Rarity used what magic she could to wrap itself around Aloe to redirect her thrusting. Rarity gasped and threw her head back when she felt Aloe's clitoris brush across hers.

"Oh! Miss Rarity, I'm gonna cum!"

"Please! Do it with me!"

Rarity and Aloe wrapped their forelegs around each other as Aloe's thrusting grew more sporadic and rougher, slick noises of slit against slit filling the room as it felt as though the temperature was going up.

Their grips tightened as they both let out a loud scream in pleasure, Rarity pressing her nether against Aloe's, feeling the quivering and tightening flesh of the pink spa pony's slit.

They both laid there, panting with a thin layer of sweat covering them. Rarity's slit throbbed from the orgasm that had rocked her entire body.

Lifting her head up, Rarity saw that Lotus and Aloe were both asleep, the pleasure having taken a lot out of them.

Unnoticed by her, the gem's glow lessened until it was back to normal.

Everything that had happened to Rarity had finally caught up to her. She had just been seduced by the Spa Twins.

She shot up, catching Aloe before she fell off of her. She caught her and held Aloe against her chest while she thought over everything.

She needed to get out of here and think this over.

Laying Aloe on the table, wiping the fluids up from the table and the Spa Twins with a towel, and quickly taking a dip in the hot tub to wash the juices and sweat off of her, Rarity unlocked the door to air out the stench, made her way to receptionist's area, laid a few bits down on the desk as a 'thank you', and quickly left. She felt bad for just leaving the Twins like that, but she needed to think this over.

Lotus woke up to the sound of the front door closing. She slowly got from the table she was laying on, her back cracking from being stiff, and looked around. The sight of her sister laying on a massage table with a blissful smile and the smell of sex in the air made Lotus remember everything.

She blushed hotly and held her hooves to her mouth.

"Oh my Celestia......what have we done?"

Author's Note: Finished. Man, took me forever to type this, especially since fused the first chapter and the second chapter together, which was purely by accident. I hope you guys liked the clop scene, since I'm not that experienced in writing them. And I think I might of ended up screening out the gem around her neck a little too much. I probably forgot about it by accident. I apologize for that. So, let me know what you though about this chapter.

It won't be the last clop scene. Lotus and Aloe were just appetizers for what will happen soon. If you got a pairing idea, let me know. It can range from just one partner to maybe two or even three! Maybe even MORE!!

These mares...they drive me to drink.

Author's Note: Huh...didn't think the reactions to this story would be so crazy. It's a good start and enough for me to continue the story.

Now, I want to quickly explain that I'm going to be including some of my OCs(all mares) into the story, since some parts of the story will need an excuse to happen.

ON WITH THE SHOW!

Rarity quickly trotted through the marketplace and away from the spa. She needed some distance from the Spa Twins so she could think over what had just transpired not more than ten minutes ago.

She was so wrapped up in her thoughts that she didn't notice how the mares in the area were following her form with an almost hungry gaze.

A blue glow caught Rarity's attention.

She looked at the rather old looking building to her right. It had a simple wooden design with a small porch on the front with a pair of double-doors, a blue neon sign that read 'CLOSED'. She looked up at sign that displayed the building's name.

Crystal Rite.

'No, I shouldn't bother her with my problems. Besides, she's probably not even home.'

Rarity heard some loud laughter come from inside the building. Someone was home.

Rarity's need to talk to someone won out against her judgement and she walked to the double-doors and pushed, somehow not surprised that it was unlocked.

When she entered the building, her nose was assaulted by the smell of fresh pine cones and berries.

The Crystal Rite was a recent addition to the businesses that were in Ponyville, but what made it stand out the most though, was that it was Ponyville's only inn.

The front part of the building was a large bar, which was separated from the rest of the building, and was stocked with enough alcohol to probably get the Princesses drunk off their hooves, and enough variety to bring an alcohol enthusiast from Canterlot to tears.

The rest of the building was basically your run-of-the-mill inn, though you had to rent a room from the bartender, who was the one who also owned the place. Sadly, even though it was the only inn, that didn't mean it was popular or the only place to stay in Ponyville. Only the bar got any real customers.

On the other side of the room, which had a bunch of round tables and chairs, Rarity spotted three ponies, one behind the bar counter and two sitting on bar stools.

The pony behind the bar counter was the proud owner of the Crystal Rite. Her name was Reposado Damassine. A rather long and complicated name, but it suit her talent as probably the best barmare that Rarity has seen just fine. Considering that she was named from two different drinks.

Her coat was the same faded tan color as a reposado and her messy mane a shade of the same cherry red color as a damassine fruit, with it being a more brighter color and having darker colored patches on her mane with a darker stripe going through her tail. Her eyes were of a dark rose. Her cutie mark was a bottle of reposado with a damassine berry on the front being poured into a drinking glass.

Rarity had met Reposado when the mare had first moved herself and her business to Ponyville. She was previously located in Canterlot, but she left because, in her own words: "I can't stand being around a bunch of snooty bastards that have their noses up so high that they can't even see where they're going!".

She was a rather brash and blunt unicorn, not wasting her time to sugarcoat things when it wasn't necessary. Kind of like Applejack, when she thought about it.

But what made Reposado Damassine, or simply 'Dama', 'Repo', or 'Reposado', more unique than the others though, was her actual personality. She was wise for someone as young as her, could be more than qualified to be a psychologist, and...

...she was a very good, very flattering, borderline perverted flirt. Almost to the point that she could probably make Celestia and Luna blush. She always knew what to say that give even the most stoic pony a little color to their face. But she only did so when a pony needed a few kind words, a boost of confidence, was excited in a celebratory mood, or when she simply wanted to tease and embarrass someone for a good-natured laugh.

Surprisingly, this somehow made her an excellent pony candidate to talk to when you had a problem.

Reposado was currently mixing a drink, a Screwdriver, and passing it to a pegasus that had bandages on her left wing.

It took Rarity a few blinks to recognize her.

Her mane was a light orange with a light amber on it, and it was blown back, giving her mane the appearance of being on fire with orange flames, her tail matched. She had a light, brilliant gold coat, and brilliant orange eyes. Her cutie mark was an orange and amber lightning bolt that was on fire on the top.

It was none other than Spitfire, the leader of the Wonderbolts.

Rarity wondered if Rainbow Dash was nearby.

She then looked at the mare that was sitting next to Spitfire.

She was an earth pony with a solid white coat that shined like freshly fallen snow and a long, beautiful pink mane and sapphire blue eyes. It was until Rarity saw her cutie mark that she recognized the mare. A red medical cross with a pink heart on each corner.

"Nurse Redheart?"

All three pairs of eyes looked at Rarity. Nurse Redheart responded.

"Ms. Rarity? What are you doing here?"

"I should be asking you the same question, Nurse Redheart. The sign outside said it was closed. And yet, here you three are, having a drink."

Reposado gave a big laugh and a sly grin.

"Ya know, it is my inn, Rare. The bar's open ta whoever has the courage to knock on the door!"

She tapped on the counter.

"Come on! I'll fix ya a 5 Deadly Venoms, just the way ya like it!"

Rarity sat down on the stool that Redheart had previously occupied, not really paying attention as Repo pulled down a bottle of cinnamon schnapps and some grenadine syrup with her magic. She crossed her forelegs on the counter and laid her head down on them, closing her eyes.

Redheart sat on the stool next to Rarity and ran a hoof on her back.

"Something on your mind, Ms. Rarity?"

Rarity, being in the presence of two more ponies than she wanted, one being a nurse and the other being a celebrity stunt performer, didn't really have the confidence to discuss what happened over at the spa anymore. So she shook her head, not lifting it.

"I'm...fine, Nurse Redheart."

Redheart smiled.

"Please, call me 'Red'. I'm 'Nurse Redheart' when I'm at work. And I know you, Rarity. This is unlike you, coming into a bar in this kind of mood. You weren't hoping to drown your sorrows now, were you?"

Repo reappeared with a small glass of red alcohol with ice cubes in it that she set in front of Rarity.

"Don't worry Red, I never allow my friends ta go over there limit. And if she tries ta...well, let's hope she doesn't try ta. Now, ya want me ta add some shock and awe to your drink?"

Rarity mumbled a 'sure'.

"Alrighty then."

Repo turned around and grabbed a large jar from the top of the entire shelf with her magic, the horn's magic glowing a rose red color.

Opening it, she pulled out a ruby surrounded by a glass shell that matched it's rectangular shape. It glowed a faint red.

Unknown to the group of mares, the gem around Rarity's neck glowed faintly, the ruby's glow somehow getting more intense, yet not getting brighter. It quickly stopped.

Repo dropped the gem into Rarity's drink. It glowed, dissolved into the alcohol, and turned the drink a darker red. You could hear a faint hissing sound and a small crackle as the ruby dissolved completely.

This is what made Reposado's bar so popular.

You see, Repo wasn't just good at reading a pony, she was also something of a chemist and alchemist. Using the research done by her great-grandfather, Nightcap Chaser, Reposado had unlocked the secret on how dragons could taste gems and why the gems had a flavor to dragons, but no flavor to ponies.

Apparently, it was all in the saliva.

...eew.

She found out that since you needed saliva in order to actually taste something, she started there and worked up to her answer. A dragon had a special kind of chemical in their saliva that allowed them to taste the gem.

Using that knowledge, and not sharing the results with the scientists in Canterlot("I'd rather shave off my mane, dye my tail hot pink, and paint 'I'm a dink!' on my side in bright green paint than let those assholes take credit for my grand-pappy's find!"), she used a little magic to create that chemical artificially, and manipulated it so that it could create a very thin, glassy shell around the gem.

You'd be amazed at what the gems actually taste like. Now she know why Spike likes to eat them as though they are candy. They basically are candy. For example, rubies have a powerful spicy taste to them.

Combining these gems and her alcohol, Reposado had quickly become an angel to alcoholics, a messiah to partiers, and the bane to lightweight drinkers.

Spitfire spoke for the first time since Rarity got there. Her voice was kinda like Rainbow Dash's voice, if a little deeper and more mature.

"Aw man, I can't stand seeing a mare looking so down with a drink in her hoof. Especially a pretty one."

Rarity blushed a little.

The gem glowed faintly and then stopped.

Redheart gently began to rub Rarity's back in a soothing manner. It reminded Rarity too much about the Spa Twins and how they managed to seduce her.

Rarity didn't know what or how to feel about the...'interaction' she had with Lotus and Aloe. She had known them for years now. She could understand them wanting to return the favor for the praise and gratitude that they got got from Rarity every time she visited.

Rarity lifted her head slightly, her moving to meet the pair of eyes each of the three mares had.

'That could be it! Maybe they just wanted to return my praise and gratitude by having sex with me! And they didn't even try to force me or even hurt me! I don't even have to talk to Repo about it. I don't have to get embarrassed from telling her about the pleasure they gave me, or how that it was probably the best, and only, menage a trois that I've ever had! Or even how cute they looked when...they...'

"Uh, Rarity? Are you okay? You're face is getting all red."

Rarity didn't answer Redheart as the dirty and very erotic memories of what happened with Spa Twins swam through her head.

Reposado banged her hoof on the counter, startling Rarity out of her daydreaming.

Repo sighed as she began to clean a glass with a rag, a sly smile on her face.

"Rare, if you're going to fantasize while in my bar, make sure ya keep yourself under control. Coulda sworn that I saw your hoof start to slide up your thigh."

Rarity's twisted into one of horror and embarrassment as she stuttered in an attempt to explain that she certainly wasn't fantasizing how Lotus licked her horn and how good it felt to have Aloe lick and prod at her clit and how Lotus's juices tasted absolutely heavenly and-

-DAMMIT SHE WAS DOING IT AGAIN!!

Rarity was cut off by Spitfire's laughter as the pegasus wrapped a foreleg around Rarity's neck and pulled her into a half-hug.

"No need to get all worked up, Rarity. You act as though you're the only one who fantasizes about a little 'interaction'."

Rarity huffed and turned her head away and lifted her muzzle up in an attempt to look dignified.

"I am a lady. And a lady does not think such untoward thoughts about other ponies. Especially in public."

Reposado argued with a 'pfffffttt' and a dismissive wave of her hoof.

"Come on Rare, your mind is as clean as my personality. Of all the times I've known ya, you don't date, you don't seek ponies out, and you are always talking about being dignified and cultured. Don't think I don't know a pony that's sexually frustrated when I see it."

Rarity's jaw dropped in absolute mortification and embarrassment. Her mind slowed.

Spitfire currently had her head turned away, her eyes were shut and a hoof was pressed to her mouth. The huge grin and the heaves that shook her body signaled how much laughter she was holding back.

Redheart had her face pressed into her hooves, giggling madly. She had a huge blush on her face, but she couldn't tell if it was her giggling or the lewd image she accidently thought of.

The gem glowed faintly, then stopped once again.

Repo just shook her head in amusement.

Rarity shook her head to make the blush go away and to regain her composure. She turned towards Spitfire, who had regained control of her laughing, deciding to change the subject quickly before she set the barstool on fire with her heated face.

"So, Ms. Spitfire-"

"Just 'Spitfire' is fine."

"-Spitfire, why are you here anyway, and what happened to your wing?"

Spitfire casually turned herself to face Rarity.

"Well, I was doing a little flight training in an opened field with Rainbow Dash when a sudden wind made me lose flight stability. I hit the ground...hard. Dash got me to Red and she did a checkup. I simply sprained my left wing. It hurts a little when you touch it, but that's about it. Dash and I called it a day, and Red, being an old friend of mine that I grew up with, brought me here to bring my mood up. Boy did it EVER!"

Spitfire then gave a sheepish grin.

"Plus, this was the only place she could think of that would be able to keep me hidden from the public. When you have the captain of the Wonderbolts get injured while practicingwith the winner of the Best Young Fliers Competition, the media will instantly blame Dash for it, since I'm a celebrity. I don't want to have to put Dash through that kind of hell, so I'm hiding in here for now. Plus, with my wing injured, I can't fly away from the poparazzi. I'm a fast flier, but not a fast runner."

She then raised the Screwdriver she had and downed it in one gulp. After finishing it, she shook her head and gave a loud 'WHOO!'.

"It's a good thing I got good friends like Red!"

Rarity looked over at Redheart, she was blushing a little, the shade being darker than her mane.

"Redheart, I must say that I've never seen you with your mane down like that. It looks so beautiful!"

Red blushed much more deeply and rubbed her left foreleg with her right in a coy manner. It was quite the adorable sight.

A faint pink and red glow disappeared as quick as it came.

Repo slammed her hooves against the counter, making Rarity yelp and jump in her seat. The three other mares laughed and giggled.

"So Rare, want anything else to drink? Everything's on the house since I'm currently closed."

Rarity waved it off, reaching forward with her hoof and gulping down the rest of her 5 Deadly Venoms.

"'No'? I've got a good selection and some cool recipes."

The gem glowed even more densely, the glow almost trying to wrap itself around her neck. It was unnoticed and it immediately stopped.

Reposado leaned forward slightly, a sly smile on her face as she spoke in a nonchalant manner.

"Maybe a 6-Shooter? Or a Copper Camel?"

Rarity shook her head 'no', but Repo pressed on, her eyes narrowing and quickly gazing at the other two mares, who responded with sinister grins and narrowed eyes.

Spitfire leaned against Rarity like a cushion, being mindful of her wing. She casually looked up in an innocent manner and began to count off of her hoof with the digits she didn't have.

"A 502? A Flatliner? A Bad Habit? An Autopsy? An Astro Pop?..."

Rarity shook her head 'no' again, quite amazed that Spitfire remembered some of those names. She didn't strike her as a drinker.

Redheart wrapped a hoof around Rarity's neck, letting Spitfire rest her head against it. Red pulled herself closer to Rarity, who was getting a little flustered from the attention.

"I may be a nurse, but I drink too. It calms me whenever I have a rough day at work. I got much better ideas for you. Try a Bull Kick. No? Maybe a Curly Tail Twist? Chocolate Cake? Bruised Heart? A Broo-ha-ha?...."

Reposado leaned forward over the counter until she was face-to-face with Rarity, who was blushing like mad, especially since Redheart was casually trailing a hoof across her thigh.

"Spitfire? Red? I don't think those lightweight shots are right for her. She needs something more....hardcore."

"R-Really Repo! I'm fine, I-I don't need a drink!"

"Nonsense, every mare needs to unwind a little, and you look like you desperately need it. Might I add some suggestions..."

She leaned closer and was almost touching muzzles with a slightly sweating Rarity.

"I got a huge selection...I got: All Jacked Up...Absolute Passion...Coffee Kiss...."

Reposado leaned over and spoke huskily into Rarity's ear.

"...Body Shot...Jello Shot...Porn Star..." She licked the inside of Rarity's ear, gaining a whimpering moan.

"...Pink Petal...Abbie's French Kiss....Absolute Wet Spot...Buttery Nipple...A Piece of Ass...Crawl Down My Pussy..."

Rarity moaned as she felt a hoof from Red kneading the inside of her thigh as Spitfire used a hoof to help spread Rarity's legs.

"...mmm...I even have Cum Shot...Sex on the Beach...Screw Me Sideways...that's always popular with mares who drink here late into the night...but what about you?"

Rarity could only shut her eyes and whimper from the teasing that Red and Spitfire were doing. Their hooves were getting so close. Deja-vu from the event at the spa appeared in her head.

Repo's horn began to glow, the rose colored aura wrapping itself around Rarity and lifting her up, setting her down on the counter. She was laid on her back, her forelegs curled against her chest and her hindlegs curled up defensively and her tail tucked between her legs.

Repo tutted as a quick flick of her magic made the curtains in the bar's windows close, the only light coming from a few lit lanterns.

"Now Rarity, we can't have that."

Red and Spitfire pried her legs open, Spitfire grabbing her tail and pulling it away.

Rarity laid there, completely exposed.

Repo made a few gestures with her hooves and Red and Spitfire nodded, moving to stand over Rarity's head while Repo moved to lay in-between Rarity's legs.

Rarity began to pant, her excitement building. Spitfire and Redheart began to gently rub her shoulders. Spitfire lightly began to nip at her face and cheeks, making her moan.

Repo gave a naughty grin.

"Ya know, Rarity, there is a certain thing you can offer me, something that I love to taste...Do you know what it is?"

Rarity jerked her head side-to-side, unable to speak in order to say 'no'.

Reposado's grin grew as her muzzle got closer to Rarity's now glistening nether.

"There's no other drink better...than some Sweet Tight Pussy."

Reposado darted forward and licked Rarity's slit from bottom to top with enough pressure to separate the white folds, ending with a big kiss on her clit.

Rarity wanted to yell out in ecstasy, but Redheart took advantage of her opened mouth and dived in for a huge kiss, her tongue immediately going into Rarity's mouth and tasting as much as she could. There was a faint hint of the 5 Deadly Venoms that Rarity drank.

Spitfire, not being able to join the kiss, settled for licking, kissing, and nipping at Rarity's exposed neck, enjoying the supple flesh as it quivered under her ministrations.

Rarity couldn't believe her luck. She's been seduced by the Spa Twins, and now she's having a four-way with a bartender, a stunt flier, and a nurse. She didn't know whether to laugh or cry. And it was hard to concentrate with Repo nibbling at her folds.

Red let Rarity's mouth go, only for Spitfire to take her place so that she could taste the unicorn's sweet tongue.

Repo began to lick the folds harder, planting a kiss and nibble on the clit when she felt like it. She straightened her tongue out and began digging into Rarity's folds, the slick flesh trying to grip her oral organ.

Repo had an idea.

"Hey guys, I think I know a way to give Rarity the time of her life."

Red and Spitfire looked in Repo's direction, the nurse still nibbling Rarity's neck and the stunt flier still kissing the unicorn, who was in too much bliss to notice.

Repo gave an evil smile and gestured with her hooves.

"Why don't you two come over and...have a taste?"

The two ponies grinned and followed the musky scent to it's source, Redheart laying on top of Rarity and Spitfire taking her place next to Reposado.

Repo spoke in a whisper, Rarity looking down at them in anticipation.

"One...two...three."

Rarity threw her head back hard enough to where it almost cracked the counter, but the pleasure overrode any pain and any thought she had.

Repo and Spitfire lapped and nipped at Rarity's labia while Redheart licked circles around her clit before taking it in her lips so she could lightly suck on it.

Rarity couldn't keep herself quiet anymore.

"OH! OH YEEESS!....*pant*....Please, please you-*GASP*-have to slow down! I-I don't t-think I'll ho~ld on mmmuch longer!"

Rarity, in her lust clouded mind, focused her gaze on the cute white rump that was sitting on her chest, fluids leaking out of Red's slit, barely hidden by her pink tail, which showed up very well on her white coat, the sliver of pink a beacon promising great tastes if she just reached for it.

Rarity grabbed Redheart's flanks, her hooves resting on the cutie marks, and pulled it back, Red moaning as the fur on Rarity's chest tickled her slit.

Rarity lifted her head and began to lap at Red's slit, enjoying her flavor. Oddly, she tasted a bit like bubblegum.

Rarity was all over her now.

Redheart groaned and released Rarity's sensitive nub so that she could moan freely. But she quickly placed her hoof back onto Rarity's clit to keep the stimulation going.

Rarity continued to fight through her blissful fog in order to please Redheart. The nurse had done so much for Rarity, now that she thought of it. When Rarity was a teenager and Redheart was still a new nurse, she remembered how Nurse Redheart would bandage her hoof if she accidently stabbed it with a sewing needle, or how Red took care of Rarity when she got a gash on her head when her sewing machine fell on her. This nurse had done so much to take care of Ponyville and it's bumps and bruises.

Rarity thrust her tongue into Red's slit, prepared to repay her for all that she had done for Ponyville.

Red gasped and let out a choked moan as she felt the organ spread her swollen white folds. She could no longer concentrate on rubbing Rarity's clit.

Rarity's tongue unexpectedly hit a barrier only a short way into her pink cave. This only made Rarity grin in sweet, almost motherly manner. She pulled her tongue out of Red, making sure to leave a loving kiss on her slit. She managed to concentrate enough to make a complete sentence.

"Mmm Nurse Redheart, I never knew you were a virgin."

Red blushed heavily in embarrassment, now feeling self-conscious about Rarity staring at rump, something that she had never gotten close to experiencing. The little snickers she heard from Reposado and Spitfire only fueled her mortification.

Redheart whimpered, her desperate need for release making her hump lightly into Rarity's chest. The fashionista giggled at her eagerness. Spitfire and Repo stopped their licking, but Rarity didn't really notice.

"Please Rarity, I want- no, I need this! You have no idea what it's like being a nurse. I'm always given some of the weirder cases in the clinic. And you wouldn't believe how high the sexual injury count is in this town! So many mares and stallions, coming into the clinic complaining about sore hips, bad backs, and bruised genitalia. It's maddening! Having to treat those areas without ever getting a chance for a taste. I've had to sneak books and magazines into my medical locker just to relieve the tension! Tenderheart even gave me some hot sexy mare-on-mare magazines, just so that I would stop stealing the anatomy books!"

Red immediately gasped and covered mouth with her hooves, her eyes wide and her pupils shrunk into little pinpricks. She didn't mean to blurt out one of her biggest secrets. She felt mortified and ashamed at what she had just said.

Rarity only cooed tenderly at Red as she began to gently rub the mare's rump, getting a small quiver and gasp from the medical pony. She spoke tenderly as she traced her hooves across the curves of Red's bottom.

"Oh Redheart, there's no need to be embarrassed. We've all had our moments."

Spitfire and Repo also reassured her by lightly kissing her face and cheeks. Repo backed away, but not before giving Redheart a playful lick on the nose.

Spitfire leaned forward and spoke softly into Red's ear, just loud enough for the others to hear.

"Do you trust us? ...Do you trust us to make the embarrassment go away, to make you experience the best time of your life, and finally give you release from your tension?"

Red looked into Spitfire's eyes, then looked at the other tow mares, who gave her supportive smiles.

Redheart nodded, then sighed as Rarity began rubbing more intimately into Red's rump, her hooves now trailing along her inner thighs.

Rarity jumped a little, but then moaned when Reposado and Spitfire went back to tending to her slit, Red now rubbing her clit again.

The white unicorn was tired of waiting for a release.

"Uh...c-come on...*pant* can't you two do better?"

Repo remove her mouth and whispered into Spitfire's ear, both getting mischievous grins. Repo spoke up.

"Alright Rarity, but you better grit your teeth, because you just asked for it."

Repo shoved her tongue deep into Rarity's slit, wiggling around, trying to coax out more of her love fluids. Spitfire moved her tongue lower and began to lap at Rarity's plothole.

Rarity, unknowingly gripping Red's bottom, making the mare moan, threw her head back again and arched her back in absolute bliss. She was now above cloud 9, and she was climbing higher.

Red wanted some too, so she leaned down and lightly bit Rarity's clit, and gave it a small tug.

"OOOOHHHHHH!"

Rarity needed more, she needed MORE!

She latched onto Red's rump, wrapping her foreleg's around Redheart's hindlegs, and buried her muzzle into Red's slit, licking and nibbling the folds like a mare possessed, the juices making her lust grow.

The gem glowed and continued to glow.

Rarity gave Red's slit and clit big, sloppy kisses as she gave the cute rump a light spank, making Red squeak and then moan. Rarity's right hoof snaked between Red's legs and furiously rubbed at her clit. She wanted to give this mare an orgasm so strong that the nurse wouldn't even be able to walk.

And Red wasn't that far off.

With one final, glass rattling moan, Red climaxed, her pink cave clenching onto nothing as her juices soaked Rarity's muzzle as she tried to drink what was coming out.

Redheart finally collapsed on Rarity's chest, falling unconscious from exhaustion. Spitfire quickly lifted her head from Rarity's plothole and gave Red a small peck on the cheek before going back to work on making the fashionista scream.

Repo noticed the lack of stimulation of both her and Spitfire's part. She snaked a hoof back and began rubbing Spitfire's slit, pressing hard enough to separate the lip folds and moving fast enough to make Spitfire whine in pleasure.

Spitfire returned the favor by furiously rubbing Reposado's clit hard enough that the barmare was seeing stars.

Rarity couldn't take it!

The physical stimulation of Repo and Spitfire licking and nipping at her nethers and plothole, the audible stimulation of the wet squelching noises and erotic moans of the the two other mares, and the visual stimulation from the delicious view of Red's rump, which she was squeezing hard enough to make Redheart moan in her sleep, and her folds being slightly spread from her laying position on Rarity's body, were all too much for her to handle.

Rarity gave a loud scream that she had to muffle with a hoof in her mouth in order to avoid shattering the drinking glasses that Reposado had out on display. She shook as Repo and Spitfire kept up the stimulation by licking, nipping, and prodding her clit with their tongues.

The sounds of Rarity cumming brought Repo and Spitfire to their ends too, since they were both more than ready to go when they started.

The entire Crystal Rite nearly shook from their combined moaning, making Repo glad she installed sound-proofing after a bad noise complaint.

Their juices coated the counter and shined in the lights as it leaked out in copious amounts.

Spitfire and Repo collapsed, not having the energy to move anymore. They decided to simply lay their heads in between Rarity's legs, right on her crotch, panting.

Rarity came down from her climax and into the afterglow, her heart threatening to burst. Using her magic, Rarity shifted Red until she was now lying with her head on Rarity's chest, where she unconsciously hugged the fashionista and sighed contently.

The gem stopped it's glow.

Everything occurred to Rarity at once, and the same thoughts with the Spa Twins went through her head, but it only made her ask a single question.

"...What does this make us...?

She spoke in a whisper.

She heard Reposado speak up,

"...It doesn't have to make us anything...It doesn't make all of us a couple, it doesn't mean we have to be in a relationship..."

Rarity wasn't content with that answer.

"But we have to be something! We can't just be nothing!"

Repo smiled, even though Rarity couldn't see it. Spitfire had fallen asleep beside her, one of her forelegs hugging Rarity's hindleg.

"Rarity...there is one thing we can be, but I'm wondering if you would accept it."

"...What is it?"

Repo's smile grew tender.

"...How about...'friends with benefits'? Friends who go to each other for relief without getting into a relationship."

Rarity pondered this...

...And it made her smile.

"...I...I like that."

The exhaustion overcame her and Rarity fell asleep, Repo nodding off after her.

Author's Note: Good? Bad? So-so? Let me know what you think. I'll admit, I find it hard to write orgies, but I'm getting better, I hope. Let me know what you thought of this chapter. Maybe leave me a review that explains what I may of done wrong and what I may have done right. I'll admit that I got a little bit lazy in writing the ending, and I hope that I can edit it later.

OH! And I am being honest to God about this. All of those drink names are REAL! I SHIT YOU NOT! THEY ARE FREAKIN' REAL! Maybe some of you readers might have actually had one with that name. You'd be amazed the crazy names that are out there for alcoholic drinks.

What is 'Friends' Without 'Benefits' Included?

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!