My Love For Rarity

by Oldtakufanboy

Chapter 3: Friends With Benefits

Previous Chapter

The final bell rang, as I began leaving the school and waiting for Fleur near my car. As I stood there for the past three minutes, she finally arrived and hoped in with me.

"So Fleur," I said, as the both of us buckled up, "what's my next lesson?"

"Well…I know this will sound weird…. I'll just tell you about it during dinner. I'll make us some pasta."

"Okay, I guess."

As I began driving to her place, I look over to her and she seems…uncomfortable. I wonder what's her plan?




As we arrived at her condo, we placed our backpacks at the door and set our jackets on the coat rack.

"Why don't you find something to watch, while I go cook," she said, as I walk over to the couch and flipped through channels.

I began watching TV for the past fifty-two minutes until Fleur calls me over. I shut off the TV and sat down with the smell of freshly cooked shrimp scampi. The scent was strong, making my mouth water.

"Would you like some sparkling water," asked Fleur, as she holds up a bottle of sparkling water.

"Why of course," I said, making her giggle, as she pours the water into a glass.

She hands me my glass and then fills her cup. She places the sparkling water aside and looks at me flushing.

"Johnny, I have a lesson for you, but this may sound weird," she said, as she pokes the edge of her plate.

"What is it," I asked, as I took a sip.

"I would like to teach you safe sex," she said, making me spit out my sparkling water to the side.

"WHAT?!"

"Listen! I know this will sound bizarre, but I'd like to teach you how to pleasure a woman in bed."

"But…BUT YOU HAVE BOYFRIEND! BETRAYING FANCY IS MADNESS!"

"I knew you were going to yell like this, but hear me out," said Fleur, as she clears her throat, "think of us tonight as friends with benefits."

"I…I guess that makes sense."

"It's not cheating if I'm making love to another man, but not in a loving way. I'm doing this for you because we're friends, darling."

"O-okay," I said, as I grabbed my fork and poked a shrimp before eating it.

"This will help you lead a healthy relationship," she said, before taking a bite into her food, "mm, this taste divine. What do you think?"

"It tastes superb," I said, making her smile.

The two of us continued eating until our plates were empty.

"Well that was amazing," said Fleur, as she picks up her plate.

"Wait," I said, before Fleur could pick up my plate, "I'll do the dishes. You've done a lot for me."

fleur smiles and gives me a kiss on the cheek, which made me flush.

"I'm so glad to have a friend like you, darling," she said, as she places her plate upon mine, "you do that while I go make myself comfortable."

She walks away down into her bedroom, as I began cleaning the dishes. As I cleaned them, I began to wonder what she'd wear for me tonight. Will she wear some sexy lingerie? Will she just wear a shirt and panties? My mind was racing, wondering on how she was gonna make herself comfortable.

"Okay," I called out, as I placed the dishes into the dishwasher, "I'm done. What now?"

"Come in," she said in a sultry voice from her room.

I gulped and walked over to Fleur's bedroom door.

"I'm coming in," I said, as I slowly pushed the door.

I came to a spectacle; Fleur was wearing lingerie. Not just any lingerie, she was wearing that cat lingerie. I closed the door behind me, as my body quivered with excitement. Fleur giggles and sits down at the end of the bed.

"Don't worry, darling," said Fleur, as she pats the spot for me to sit, "I won't bite."

I gulped and slowly came up and sat beside her. She softly places her right hand upon my left cheek, making me flinch.

"Darling, I can feel you trembling. Are you excited or nervous?"

"B-b-both," I answered.

"Don't worry," she said, as she reeled her head closer to my right ear, "I won't go rough on you."

She reels her head back and places her left hand upon my hands.

"Fleur," I said in a shaky voice, "what's the f-f-first step?"

"We'll start with kissing."

"Okay then."

Fleur then places both her hands on my cheeks and reels her face close to mine. She pauses when she was about an inch away from my face.

"You start with a soft and little kiss," said Fleur, "pucker your lips, darling."

I obeyed and puckered them. Fleur then does the same and places her lips upon my own. The kiss was little, but it felt wrong. She then takes her lips off of mine and licks her lips.

"Now you kiss me," she says, as she puckers her lips.

I place my hands softly on her face and brought in another kiss. I reeled back my head, as she then began to giggle.

"Did I do something wrong?"

"No, darling. But when you kiss, try not to breathe with your nose; it tickles."

"I'll remember that."

She then looks down at me and notices that I was forming a bit of a boner down there. She giggles and gives my covered crotch a poke. I jumped, as I could feel the hairs on the back of my head stand up.

"Whoa! Okay, I'm a little uncomfortable now," I said, as my mind raced.

"Darling, this is part of your lesson. Relax and let me take you into a world of pleasure so that you will know what it's like to be with a real woman."

"I guess," I said, as I took in three deep breaths.

"How about this, would you like to touch me?"

"May I?"

"Why of course. When a woman wants to be touched, you comply."

I gulped and sticked my hand out to reach for one of her breasts. I gripped onto her right breast softly, making her moan quietly and briefly.

"Like that?"

"You may squeeze them, but gently."

I gave her right breast a few soft squeezes, making her give out a light moan. I then reached for the other and began squeezing them both.

"Um…Fleur?"

"Yes, darling?"

"May I…take it off?"

Fleur smiles and turns around; giving me the 'okay'. I began untying her bra, as it slips off of her milky skin. She turns around and exposes her breasts. She was a C-cup and I can't believe this is what Fancy is into.

"Compliments?" she asks, as she squeezes her breasts together.

"Fancy sure is one lucky guy," I said, making her giggle.

"He sure is, but remember, this is a one time only, darling."

"What would you like me to do now?"

"Suck on them."

I look down at her little pink nipples; they were so cute that I couldn't say no. I reeled her head closer to her left nipple and gave it a little tug.

"Oh~ not so rough," she said, as she ruffles my hair.

I then sticked my tongue out and began giving it a lick, making her moan. I gave it a few more licks and began sucking tenderly, making Fleur coo in ecstasy. As I did, I began teasing her other nipple by rubbing my idea finger around it.

"You're quite good at this, darling," moaned Fleur, "you deserve an A. Where did you learn how to do this."

I removed my mouth from her nipple and stared up at her. I felt embarrassed; I actually learned this stuff from hentai.

"From…hentai…" I said plainly.

"Hentai?"

"It's…lewd stuff…embarrassed to say what…"

"Anyway, now you got me hot and bothered," said Fleur, as she goes off the bed and gets on her knees, "I will give you your reward for being successful."

She reaches for my buckle and begins to take it off, then unbuttons my pants.

"Are you sure, about this?"

"Darling," she said, as she looked up at me, "just relax and enjoy yourself. Remember, that this isn't real love making. I'm doing this to teach you how both a man and a woman please one another in a sexual way. Pipe down and enjoy what's coming for you."

She uses her teeth and begins pulling down the zipper before pulling my pants off of me. She was rather surprised to how big of a boner I had down there, as she stared at my erect member.

"Here we go," she said with a giggle, as she pulls down my boxers.

As they came off, my member nearly bumps her nose, but luckily she backs away an inch away. She stared at it for a second to observe and gave out a chuckle as my member twitched.

"It looks cute when it twitches. Time for my voluptuous lips to say hi to it."

She gently grabs my shaft and gives the tip a kiss. She gives it another kiss, then engulfs it in her mouth, giving my member pleasure that I didn't know that could feel this good. Her mouth was moist, as she licks the head counter-clockwise.

"My God, Fleur," I said with a moan, "this feels amazing."

She pulls her head away from my member and looks up to me while jerking it off.

"That makes me feel much better," she said, before going back to work.

This time, she began to deep throat it, as I could feel my member reaching the back of her throat. She picked up the pace, as her head bobs back and forth. It was too much for me, that I began to feel the buildup of cum.

"Fleur," I moaned, "I-I'm…I'm cumming!"

I let out a load moan, as my seed began sliding down her throat. She reels her head back, as a strand of my seed was still attacked to my member. She uses her index finger to wipe it away and take it up to her mouth.

"Your seed taste rather good," she said, before swallowing little of what was left in her mouth, "I have to say, it taste rather better than Fancy's."

I never knew that Fleur had this lewd side; it just seemed out of character. Suddenly, it came to me. She taught Red how to pick up Fluttershy, which makes me wonder if she did this with him as well.

"Um, Fleur?"

"Yes?"

"Did you teach Red…like this?"

"Not really. He learned it from reading erotica."

"Oh…well that was not the kind of answer I saw coming."

"If I did, would you be jealous?"

"If you did…I guess I would."

"If I did multiple guys, then that makes me a whore, darling."

"…You lost me."

"Anyhow, how did you like my blowjob?"

"It was…pretty good."

"Well thank you," she said, as she crawled onto the bed and stretches her legs out, "now it's time for you to pleasure me again. First, I need you to remove my panties."

"Remove them?"

"Yes, do that."

I sat down beside her and grabbed her panties by the corners. I hesitated, but I went along by pulling them off slowly. As they slid off, her pussy was revealed to be dripping with anticipation. The color caught my attention; it looked pretty pink like a rose petal.

"Darling," said Fleur getting my attention, "you're staring."

"S-s-sorry," I said with a flush, as I continued to pull her panties off till they were on the floor.

"Darling, you look so cute when you're nervous," she said with a giggle.

"Th-thanks, Fleur."

"Don't keep a lady waiting, darling. I'd like you to lick it clean."

I began spreading her legs, getting a better view of her womanhood. I gulped, as I reeled closer to it and sticked out my tongue. I began licking around her legs and moved up closer and closer to her dripping pussy. As I was close, I began licking within it, making Fleur wrap her legs around my head.

"Darling," she moaned, "don't stop! Keep going!"

I complied and began licking all around her pussy, licking away her juices that stated oddly fruity. She moans ever to louder, as I continued doing so. I then noticed her clit and began licking it, which I learned is really sensitive. I gave it slow licks at first and then began lapping it quicker.

"D-darling," moaned Fleur, as she grips onto the sheet, "I'm about…I'm about to cum!"

She let's out a small scream, as her juices splash against my face, getting my face and glasses wet with the smell of fruit. She breathes heavily, as she leans up to look down at my wet face filled with her juices dripping off of me.

"Sorry, about that," said Fleur.

"It's okay," I said, "how did I do?"

"Darling, you did it perfectly."

I leaned up and noticed that my shirt got a little wet and began taking it, revealing my abs, which seem to catch Fleur's attention.

"Fleur?"

"Darling, I never knew you worked out."

"I do. I do jogging sometimes and I love going to the gym every once in a while."

"May I touch them?"

"Go right ahead."

Fleur crawls to me and begins feeling my abs, she makes weird moaning sounds, as I notice a lewd smile across her face. After feeling them for about three minutes, she then gets off the bed and goes through one of her drawers.

"What are you looking for," I asked.

Fleur looks back at me and pulls out what I thought it was: a condom. She walks up to me and places it in my hand.

"This darling is a condom. This is what you'll use on Rarity for safe sex."

"I know what it is, Fleur," I said, as I take the wrapper off and place the condom over my still erect member.

"Good to know."

She crawls back onto the bed and raises her behind high in the air.

"I'm guessing you know how to proceed," she says, as she shakes her behind.

"You know it," I said, as I place my hands onto her behind and slowly prod at her womanhood.

"Then stick it in already. Don't tease a lady."

"Here I go."

I slowly inserted my member in, making Fleur moan loudly. I slowly began thrusting slowly in and out, as I could her the suction-like noises going on in the room, along with Fleur's moaning.

"That's it," panted Fleur, "give it to me."

I went neutral speed, as I could hear the sound of slapping flesh grow ever so louder. Fleur grips onto the sheets, as I continued to thrust into her. She then looks up at me, as I do the same.

"Darling," said Fleur, "you're ready."

"You think so?"

"Ah~ I know so Ah~"

I went quicker, as Fleur made louder yelping noises that made my member ever so harder. As I continued to thrust, I then grabbed ahold of her breasts and began pulling gently on her nipples.

"Darling," shouts Fleur, "I'm about to come again!"

"So am- Ah!"

"Ah!"

Our juices came out, as Fleur and I began lying next to one another panting. We were at eye level and Fleur gives me a kiss.

"Darling," said Fleur, as she and I panted, "you are absolutely divine at love making."

"Thanks."

I then reached down and pulled the condom off of myself. I stood up exhaustedly and walked into her bathroom to flush it down the toilet, along with cleaning my glasses. I came back in and collapsed beside Fleur, who gives out a yawn.

"Goodnight, Johnny," she said, as she closes her eyes.

"Goodnight, Fleur," I said, as I used all the strength I had left to shut off the lamp.