Pony Friends With Benefits

Pinkie was busy preparing for Starlight and Trixie's party when Rarity came into Sugar Cube Corner. "Hiya Rarity! What brings you here today?" She beamed happily at the white mare.

"Good Morning Pinkie, I was just stopping by to place an order. I'm going to be opening up another boutique soon and wanted to get ahead on the catering orders." She looked around at all of the cakes on display, noting that each one had a card next to it with somepony's name. "Well it seems you guys have been rather busy today. As a matter of fact I came a few days ago to try to place an order, but it was packed in here! I hope you're not too busy right now."

"Not at all Rarity! I always have time for my best mare friends!" Pinkie beamed as she threw some party decorations into briefcase. "What do you need?" She bounced over to Rarity on her tail excited to help her friend.

"If it's not too much trouble I need to order three different cakes, and about three dozen cupcakes? They all need to be elegant and frosted with butter cream. As for decorations I have three new dresses I'm show casing as a sneak peak for my new line, I thought maybe I could give you some photos and you could come up with some way to incorporate them into the cakes' designs?" Rarity handed her the photos of dresses. Each of them were dazzling and seemingly more intricate than the last.

"Wow Rarity! These are amazing! I don't know how you do it!" Pinkie looked the photos over and started writing down some notes. "Okay, I think I should have them done in just four days. Is that okay?" She bounced back behind the counter and opened a calendar she kept taped upside down below the register.

"That'll be just splendid! Thank you Darling!" Rarity clapped her front hooves together in excitement. "Are you sure it's not too much?" As high maintenance as she could be, Rarity was still the embodiment of the element of generosity.

"Really Rarity! It's all honky-dory! Tee-hee!" Giggling at her friend's concern she turned the shop's sign to closed and threw her bags over her back. "If you're still worried about it you can come with me to get the ingredients I need." She smiled as she waited by the door for her response.

With a sigh of relief Rarity gladly accepted. "Lending a hoof with the groceries is the least I can do! Oo! While we're out we can stop by my place and I can show you the dresses!" Rarity was even more excited now to spend time with one of her best mare friends and be able to show off her hard work.

It was late in the after noon when they finally finished getting everything they needed. After their shopping spree they stopped by Rarity's and then walked around some more, trying to figure out what they should bring to the party later that week. They were having such a good time talking they nearly forgot what they had gone out to do.

"Oh my! It's so late! We better get all of these bags put away!" Rarity started to worry about the ingredients all going bad and needing to buy more. "Let's hurry back to the shop before it's too late!"

The girls ran at full speed back to Sugar Cube Corner, not stopping to catch their breath until after everything was put away. By the time they were done it was already getting very late. Rarity was exhausted and her mane was losing it's bouncy curls.

With a sigh of defeat Rarity forced herself up from her spot on the floor. "Darling do you think it would be alright if I stayed over tonight? I'm much to tired to head back home." She smiled weakly at the pinkette.

"Not a problem Rare-Rare!" Pinkie giggled as she got up herself. "Come on! I'll clean up my room and you can take a shower!" She hopped up the stairs, leading the way.

As they got to Pinkie's room Rarity realized she should also be asking the Cakes if it was okay. "Are Mr and Mrs Cake around? I wouldn't want to seem rude by not asking them first!" She looked around the hall and realized it was very quiet.
"Did they take the twins out with them today?"

Pinkie popped her head out from under a pile of sweets and toys she had in the corner of her room. "Don't be silly Rarity! It's their anniversary this week so they are out of town! The twins are staying Mr Cake's Mother's house until Thursday, then they will be at Mrs Cake's sister's place until they come back!" She proceeded diving through her things and throwing them in drawers, trying to tidy the room up.

"Well I guess it's okay then. I'll go hop in the shower now, thanks for letting me sleep over Darling." Rarity dropped her bags off at the bathroom door and started the shower. The hot water felt good on her mane and back. As she looked around she realized she had never stayed the night before. "Well I supposed there is a first for everything. Oh, what do we have here?" She found a bottle of shampoo that was barely used. From the looks of it it was expensive and made to make your mane extra silky. "I'm sure she wont mind if I use just a dollop or two..."

By the time Rarity had finished bathing Pinkie had already made the room spotless and passed out on top of the sheets. Rarity smiled at her silly friend and tucked her in. "Goodnight Pinkie." Using her magic she lifted the sheets enough to climb in next to her and turned out the lights. One would think that it'd be hard to fall asleep having to hear Pinkie's snoring, but Rarity was used to it by now.

In the middle of the night Pinkie rolled over getting a face full off Rarity's mane. She normally would have brushed away at the thing assaulting her face, with it normally being her own pillows, but instead she found herself breathing in the sweet aroma. She recognized it as the Crystal Rose shampoo Cadence had given her as a thank you for watching Flurry a few months back. She loved the smell, but didn't use it as it straightened her hair.

"Thank you Pinkie... cakes... perfect..." Rarity was mumbling in her sleep. She rolled over and shifted closer to Pinkie. "You're the best." She smiled in her sleep nuzzling closer to the pink mare.

Pinkie blushed a little as she was just now seeing this side of her for the first time. "Wow Rarity, who knew you could be so cute when you sleep?" She whispered to herself and cuddled closer to her friend. "Cuddling friends is the best!" As she snuggled closer she accidentally brushed her leg near Rarity's lower parts. "Oops! Sorry 'bout that!" She whispered in embarrassment before noticing Rarity's reaction.

The touch was short lived and light, but it was enough to make her shutter in her sleep. She began dreaming of the night she had spent with AppleJack, something she thought she had buried far away in her memories. She turned over again in discomfort and started shaking from the cold as she had accidentally knocked some of the blankets off of herself.

"Rarity are you okay?" Pinkie leaned close to her friend to check on her. She could tell she was having a bad dream and felt sorry for her. "Don't worry, I'm here! You're safe wherever you are Rarity." She whispered in the mare's ears and pulled her close. She pulled the blanket back over the both of them and laid her head back down. She put a hoof over her to keep her close. "Sweet dreams Rare-Rare." She nuzzled her neck in hailing the scent of her hair again.

Rarity could hear her pink friend's voice, though she still couldn't wake herself up. "Pinkie..." She shuddered and let out a light moan as she felt her hot breath hit the back of her neck. Pinkie had entered her dream in place of AppleJack. Though she was confused, she no longer felt stressed and was able to relax a little bit.

Pinkie had heard her moan and was more than a little surprised. "Rarity? Are you awake?" She whispered into her ear, sending another shiver down the mare's spine. This time she moaned a little louder than a whisper and backed her flank into the pink mare. Pinkie started to realize that her friend was having a rather exciting dream, that's when she noticed something else, a wet sensation coming from Rarity. She found herself becoming curious as to whether or not her friend really was getting turned on in her sleep, deciding to check she slid her hoof down Rarity's stomach and between her legs. She was wet.

Rarity jerked slightly and began slowly rubbing against Pinkie's hoof. In her dream Pinkie had replaced AJ in rubbing up against her. "Pinkie... so... good..." Her mind was confused and couldn't keep up. She knew she felt regret with AJ, but for some reason she was begging for the feeling not to end, perhaps because she was closer to this friend.

Not wanting to wake her Pinkie left her hoof there, starting to get rather heated herself. The more Rarity moaned the more Pinkie found herself wanting to touch herself. Unable to hold back she slid her other hoof between her own legs, rubbing in unison with Rarity's thrusts. "Rarity... you feel so soft..." She started panting and pressed herself closer to Rarity's back. "You smell so nice too." She inhaled the scent of her mane again and started to gently kiss the back of her neck. "I wonder what your dreaming about. It'd be great if you were dreaming of us together..." Pinkie slowly started to hoof herself and Rarity while she sucked on her neck.

The pleasure was starting to become a bit much for her and her moans increased. "Pinkie please... more..." Though she may have been kissing her in her sleep, the reality was she had been drooling on Pinkie's pillows from pleasure. Her hips started moving even more as she slept, seeking some sort of release.

Hearing her moan her name so clearly was putting Pinkie in a trance of her own. She wasn't sure if it would be okay, but she hoped that Rarity was dreaming of what was about to happen. She got up slowly and positioned herself in front of her friend, still carefully hoofing her. "Rarity, you're so beautiful." She looked her over, the moonlight coming in through her window had cast a soft glow over the pure white mare. She leaned down to kiss her and finally removed her hoof from her. She almost backed out when Rarity started to grumble in protest, but realized she was still deep in her sleep. Calming down she carefully positioned herself so that their private parts were just inches from each other. She closed the gab and slowly started to grind against her. "Sweet Celestia, you feel so good Rare-Rare!"

Rarity finally started to wake up as she came close to her orgasm. Her vision was blurry, but she could just barely make out the pink silhouette that was bouncing slightly. The next thing she noticed was how she was edging toward her own orgasm. Her mind was jumbled as she tried to piece everything together. "Oh Celestia, I must be dreaming!" She moaned loudly as Pinkie continued to grind their parts together. She then realized that her 'dream' felt too real. "Pinkie... what are you... mmm... d-doing?"

Pinkie was too far gone from the pleasure of sliding their wetness together that she didn't stop once Rarity woke up. "I'm sorry Rare-Rare! You feel so good!" She began rubbing harder and faster just about over the edge. "Rarity I-I think I'm going to-!"

Rarity's horn began glowing from all of the pleasure as she started to lose control of herself. "Pinkie!" She wanted to tell her to get off, but it felt too good. "Keep going!" She used her magic to play with both of their labias as she started grinding back against her. That was just what they needed to send them both into orgasm. Pinkie fell on top of her, too exhausted to move anymore. Once she had a moment to come down from the high she looked to the pink pony on top of her. "Pinkie, do you know what you just did?"

Pinkie was still panting, but was still aware enough for reality to come crashing down on top of her. "I'm- I'm so sorry Rare-Rare!" She began picking herself up and stared at the exhausted mare beneath her. "I don't know what came over me! I only wanted help you get over your nightmare at first, but then I noticed how beautiful you were and how nice you smelled and you seemed to be happy when I pulled you close and, and, and-" She was rambling on and on, terrified to lose one of her closest, if not best, mare friends.

Rarity realized Pinkie meant no harm, she also realized everything she had been rambling on about was everything she always wanted to hear from her night in shining armor, not how she was of good breeding or good manners. A soft smile found its way upon her lips as she wiped Pinkie's tears away. "It's alright Darling, I'm not mad at you."

"You... you're not?" Her tears started to dry up and she began to calm down a little. "But why? I thought for sure you would be mad at me and not want to be my friend anymore..." Pinkie looked dejected and confused. Her mane even started to fall straight from her anxiety.

"I could never be mad at you Pinkie. Everything you do is to bring a smile out of the ponies you care about. Though I don't know if we can still be just friends after this..." She saw the little hope she was getting back just start to fade away. "What I mean is... I think I want to be a bit more than friends Pinkie." When she realized Pinkie didn't understand she pulled her closer and kissed her, slipping in her tongue as she did so.

Pinkie welcome the intrusion, savoring the taste for as long as she could. She had never really thought about being with anypony before, though she had been asked several times in the past. This also wasn't her first time with another pony, though it was her first time with another mare. The thought of being together with Rarity like this made her cheeks flush. "I would really like that. Are you sure you want to be with somepony like me?"

Rarity thought a moment. "Truthfully, I had always thought I'd be with a stallion. I tried being with a mare once before and I just couldn't go through with it then." She felt bad thinking back to how she had used AppleJack to test if she could really love another mare in that way. "I think if it had been you I shared the experience with that night, I never would have questioned myself after." She smiled up the pinkette and placed another kiss on her lips. "I think the reason it didn't work out with the other mare is because she wasn't you."

Her heart skipped a few beats as she listened to Rarity's confession. "Well I don't care who was there before. So long as you open up your heart to let me in. I will be the best marefriend you could ever ask for!" She cuddle up next to her and buried her face in the nape of her neck. "I love you Rare-Rare." She placed a playful kiss on her shoulder.

Rarity smiled, finally settling down. "I know Pinkie Pie. I love you too."