Pony Friends With Benefits

by xxxclopfics

Rating: mature
Tags: Sex, Anthro, Main 6, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Lyra, Romance, Drama, Trixie, Bon-Bon, Starlight Glimmer
Length: 5783

Being alone is no fun, especially when you see everypony else with their significant others.

Being single isn't bad at all. There are plenty of things you can do alone. Its no problem at all, at least no problem three-hundred-sixty-four days out of the year. Its when Hearts and Hooves day comes around that things change. The girls were all single, which they were fine with until couples started popping up everywhere. Sure they saw couples all the time, that wasn't the biggest problem though. It was the fact that Hearts and Hooves day meant that almost all ponies within ten miles were giving off the smell of sex.

Hearts and Hooves day is coming up real soon and the girls are feeling rather lonely. Not only do they lack that special companionship in their lives, but they also struggle with controlling their needs. Some of the girls seek help with their problem while the others come to the same solution on their own.

Can they make things work though? Or will their friendships fall apart? Hopefully nopony gets hurt, but only time will tell.

Published 2016-09-27 15:40:01 UTC
Last updated 2019-09-25 05:14:32 UTC

Unexpected Findings

Twilight Sparkle sat in her study reading a romance novel and just trying to relax. She was restless though, as she was just invited to a Hearts and Hooves day party for Starlight and Trixie. The two had just started dating and were going to let the rest of the gang know at the party. Of course she would go, she was happy for them, but at the same time she was jealous. Its not like she couldn't just make herself feel good, but she had read many books saying how it was better with a partner.

Unable to get the thought out of her head she started to entertain the idea of making the perfect lover. They would have to be well endowed, know how to treat her and love books like her. Wasting no time she immediately started getting to work on a spell and potion that might help her out. Doing so she forgot to lock the door.

Flying about after a long day with the Wonderbolts Rainbow reflected on her earlier attempt to ask out Soarin. She had had feelings for him since before they met and they only got stronger the more time she spent with him. It took her all week, but she had finally worked up the courage to ask him out. The only problem was when she went to ask him out she walked in on him kissing Spit Fire. Wasting no time she flew out of there after requesting time off due to a 'sudden illness'.

Not paying attention as to where she was going she found herself back in Ponyville. "Oh great..." Everywhere she looked she saw ponies together. It upset her, but not enough for anypony else to notice. As she looked for somewhere she felt like drinking her problems away she heard a voice call out to her. Looking back she saw Soarin waving and coming closer. "What the hay is he doing here?!" Quickly trying to find a place to hide she flew into Twilight's castle.

Hearing all the commotion she came out of her study to the main entrance. "What the- Rainbow Dash? What are you doing here?" She arched a brow as the blue pegasus flew into her. "Oof! Watch it!"

Rainbow apologized for her crash landing, but knew Soarin wouldn't be far behind. "Twilight, you gotta help me! If Soarin comes here you have to tell him you haven't seen me! Please!" Her ears and tail twitched as there was a knock on the front door. "That's him!" She squeaked then took off to one of the many rooms.

Twilight sighed as she walked over and straightened herself out. Clearing her throat she opened the door. "Hello Soarin! What brings you here? Is Rainbow with you?" Smiling, she pretended to look for her friend around him.

"Uh no actually, I came here to see if she was with you. I thought I saw her come over here." He was confused as he looked around the room seeing only Twilight present. "Are you sure you didn't see her?" Not wanting to imply that the Princess of Friendship was lying when she said no, he tilted his head and huffed in defeat. "Well, if you do see her let me know."

Smiling she agreed and waited for him to be gone before she shut the door and gave a sigh of relief. "Rainbow, you better have a good explanation for making me lie... Rainbow?" Twilight looked around thinking she had only gone around the corner. It took her a little time before she found the door to her study wide open. "Rainbow? Are you in here?" Twilight looked cautiously for her winged friend.

"Is he gone?" Rainbow Dash flew out from behind a shelf and clung to her mare friend, looking in all directions. After giving her friend a near heart attack she let go. "Oh! Sorry there Twi. I didn't mean to scare you." She rubbed the back of her head embarrassed at her behavior.

Catching her breath she shook herself back to reality. "What has gotten into you? You barged in here unannounced, granted you always do that, but you also hide away Celestia knows where, only to have me lie to one of your fellow Wonderbolts for Luna knows why! I want some answers and they better be good." She sat down and gave her a scolding stare.

Understanding that there was no point in hiding it from her, Rainbow sat down across from her friend and looked down at her hooves. "I... I like Soarin..." She admitted with a bitter taste in her mouth. Seeing the look of confusion on her face she understood she would have to explain more. "I've been working up the courage to ask him out you know? Well with Hearts and Hooves day coming up and everything I mean... I just thought now would be the best time..." She let herself sink back into the chair and brought her knees close to her chest. "Turns out he's not into me. I went to see him at his quarters when he was supposed to be alone. I guess when he told me earlier that he wanted to see me about something too he just meant he wanted to show me his new marefriend... I walked in on him and Spit Fire making out." Burying her face in her arms she hid her tears.

Feeling bad for her Twilight went to her side. "I'm so sorry, I had no idea. If I knew I wouldn't have asked." She rubbed her back and held her close. "Hey chin up! You're still way cooler than her! You're the best flier I know and way better looking than Spit Fire. If he can't see that than he doesn't deserve you." She smiled as she got her to lift her head a bit.

"You really think so?" It felt good to hear somepony say that about her. Realizing she still had some tears left she quickly wiped them away and cleared her throat. "I mean, you're right! Uh... and just so you know I wasn't crying! I was just... mad that he didn't see that I'm better... but thanks for saying it..." She blushed looking away before something caught her eyes on Twilight's desk. "Hey what's that?"

Stopping mid giggle Twilight realized what she was going for. "Oh! That's not what you think! It's just-" Her face went from purple to pink like their party friend's hair. Rainbow Dash was flipping through the pages of the romance novel she had been reading.

Letting out a whistle she eyed the pages and their contents. "Since when do you read smut? What is this? All the ways to bu- hey!" The book she was just flipping through had been magically transported back into her friend's possession. "Well, well, well... what do we have here? Looks like the Egg-Head has a dark side." She smirked, crossing her arms and eyeing her friend.

Twilight blushed hard, denying everything she was being accused of. "R-really it's not what you think! I was just holding on to it for somepony else!" Rainbow backed her into the wall. "I mean come on! Do you really think I would be into any of this... stuff?" She gave a weak smile in an attempt to throw her off. "Anyways weren't we talking about you and how... awesome you are?" She hoped some flattering would get her off the topic.

"I am pretty awesome. So awesome in fact... that I can tell you are lying and trying to change the subject!" Her smirk grew wider as an idea popped into her head. "If you're not really into it than none of this stuff should bother you!" The look on Twilight's face only made her more excited to tease her. Quickly cornering her, she pushed her against the wall gently. "So you're telling me you don't like this?" She blew on her ears before giving them a small lick and a nibble.

Her eyes shot wide open and she muffled a slight moan. "R-Rainbow! What are you doing!?" She squirmed under the athletic girl's control. She kept going making her feel hotter and hotter. "S-stop it! I... mmn..." Biting her bottom lip she looked up at her with her big purple eyes. She knew Rainbow was just fooling around, but somehow her teasing felt like more than that. Almost instinctively Twilight closed her eyes tight before kissing her, smack on the lips. They were a little rough, but still surprisingly soft to her.

Never before had she been caught so off guard like this. Rainbow blushed hard at the sensation of Twilight's lips on her own. They were soft and smooth. When they parted she noticed the regret filling her eyes. Clearing her throat she looked the other way and laughed it off. "I knew it! So the Egg-Head has a dark side! Not that its that big of a deal. We all have one, but I wont tell anypony about yours, so don't worry about it ok?" She looked back at her seeing some relief. "And if it makes you feel any better... you're not a bad kisser." Blushing she scratched the back of her head.

Somehow her words made her heart skip a beat. Twilight stared at her friend who was going on cracking jokes to make her feel better. She dropped the book and walked over to her. "Rainbow Dash..." She muttered just loud enough for her friend to listen to her. "Thank you... for promising not to tell. The truth is I've been rather lonely and these books are the only thing I have..." Biting her lip she thought about their kiss. "Earlier I thought that I could just make the perfect partner so I wouldn't feel so lonely, but then when I kissed you and when you were doing those things I realized that... even if I did I wouldn't be getting anything out of it. Its not the same if it isn't real."

"Twi its okay." The look on Twilight's face nearly killed her. It took her a bit before she realized what she was saying. "Look Twi you're one of my best friends and I don't want to ruin that." Rainbow watched as the same pain she felt earlier now filled Twilight's eyes. It was true they were best friends and that she didn't want to ruin that. At the same time though she was also feeling a sort of longing for her. "I don't think we should..." Seeing her head lower and turn was almost enough for her to break. It was when she saw that first tear fall that sent her over the edge. "What the hay am I saying?!" Rainbow shook her head. "This is stupid!"

Twilight cried, but was abruptly stopped as Rainbow picked her up and flew her down the many corridors to her room. "Dash what are you doing?" Her tears stayed at the rims of her eyes as she looked up at Rainbow. She just confessed to wanting to be with her and was being rejected. Now she was being dragged to her room. Rainbow put her down and motioned her to follow her. "Rainbow why-" She bumped into her back as they stopped before her bed.

Dash pulled her friend before her and made her look her in the eyes. "Twilight!" It was hard for her to say anything as she tried to fight the blush and the longing she was feeling. "Don't cry anymore, Egg-Head." It was probably the least romantic thing she could think of to say, but she went with it. Before anything else could be said she pulled her close and kissed her again. This time it was longer and more passionate.

Halfway through the kiss they both started to lose all sense of reason. Rainbow pushed Twilight on to the bed and got on top of her, continuing their little kissing frenzy. Trailing kisses down to between her legs Rainbow started to really drive her friend over the edge. Twilight did her best to stay still, but to no avail. The more Rainbow licked and sucked the more Twilight found herself rolling her hips towards her. Done with their foreplay and eager for release they positioned themselves accordingly and started to grind against each other. Just as they were reaching their climax they heard the echo of a pony trotting down the hall to their room. Slowing down almost to a complete stop they waited for the inevitable.

Author's Note

Let me know what you think. ;)

Country Lovin'

Applejack had been working on the farm all day as well as helping her siblings out. She finally finished with time to spare. With nothing else to do she tried to see about hanging with the girls, but the only one available at the time was Fluttershy.

Normally a day with her yellow mare friend was calm and relaxing, but not today. Everywhere they went stallions were trying to hit on them. They had just barely gotten away from some more suitors when they found themselves back in the orchards of Sweet Apple Acres. The two caught their breath and just laughed at how ridiculous things had been.

"Well Ah ne'er thought hang'n out with you could be this crazy!" AppleJack chuckled leaning against a tree. Ah mean this ain't a normal 'currence for yah is it?" She looked to Fluttershy who was still catching her breath.

"Not normally." She composed herself after a few moments. "It is that time of year though." After receiving a quizzical look from her friend she reminded her of the upcoming holiday. "This happened last year too. I think we were with Rarity that time? You know, when we hid in Pinkie's party cave? You and Rarity accidentally ki-"

Blushing AppleJack stopped her. "Ah think Ah remember now Fluttershy! No need to remind me of THAT!" She huffed, feeling rather upset now. She remembered the three of them falling clumsily down a slide. Fluttershy had flew out of the way leaving Rarity to fall on top of her. It was then that they had first kissed.

Fluttershy stared at AJ who was deep in thought. "Is everything alright? You seem upset about something?" Thinking she had said something wrong she gasped and apologized profusely to her.

Shaking her head AJ calmed her down. "It's not your fault Sugar Cube. Ah was just think'n 'bout what happened back then." She paused and looked to her friend. "Can Ah tell you something if you promise not to tell anyone else?"

Nodding and moving closer Fluttershy prepared to listen. "I promise whatever you have to say will stay between us." She waited patiently beside her as AJ prepared herself to speak up.

"It wasn't an accident... that kiss." AppleJack bit her bottom lip. "Rarity hadn't collapsed on me like that. Ah leaned up and kissed her." When Fluttershy didn't say anything she continued. "Ah had a small crush on her and we had spent so much time together recently that Ah thought maybe she liked me too? So when she fell on me and Ah saw her lips so close..." Her eyes began to water a little.

"Did you tell her why you kissed her?" Aj only nodded. "Was she mad?" AppleJack shook her head 'no' and continued to stare at her own hooves. "What happened after you told her?"

Taking a moment to herself she cleared her throat. "We talked about it and she said she needed a drink so we went out to a bar. She had a few too many drinks. Ah was so happy we were able to be friends still that Ah didn't think anything of it when she asked me to sleep over after bring'n her home. Rarity waited for me in bed and kissed me. Ah was so confused, but went with it. We... we ended up do'n more than just kiss'n. When we woke up she apologised and asked me to forget about that night." Tears streamed down her cheeks. "Its been a year and Ah still think about her Fluttershy!"

Her heart ached for her friend. She understood what rejection felt like after Discord had turned her down a few months back. She inched closer to her friend wanting to comfort her. "Its going to be okay AppleJack... I will help you forget about her..." Before Applejack could say another word Fluttershy kissed her. The kiss was soft and deep.

AppleJack's head was spinning in confusion. Fluttershy was kissing her! Even more shocking than that was that she herself had instinctively kissed back, deepening the kiss. She felt the soft tip of her tongue graze her lips and without much thought opened her mouth. What am Ah do'n!? Is this really happen'n? Ahm kiss'n Futtershy... Fluttershy! But doesn't she love...

As she continued to kiss AJ she brought a hoof forward between the orange mare's legs and began to rub between her thighs. Things were heating up and getting more passionate until AJ pushed her hoof away. "Is something wrong?" She worried she had overstepped the line of everything being okay.

"What about M'Ah brother? I know you two were close after Discord rejected you." She began looking sad again and feeling guilty about kissing the mare her brother may be courting.

A sigh left Fluttershy's lips and she smiled at her. "That's because he was a mediator between Discord and I. He made it so we could go back to being just friends. After that I hung out with him so I could see you more often. " Fluttershy was now very noticeably blushing and returning back to her shy self. " I have liked you for a while, but I didn't think you were gay so I tearned to Discord. Should I not have done that?"

Apple's cheeks were burning with embarrassment and excitement. "Ah don't know what to say to that." She laughed a little, but was relieved and happy to hear her friend's confession. "But Ah want to be with you Fluttershy, if ya think ya might want me?"

Instead of saying anything Fluttershy kissed her again. This time AJ didn't resist, instead she pulled Fluttershy closer to herself, unable to hold back any longer. They spent the whole evening in the orchard under the tree just making love and finally leaving their past romances behind them.

Sleeping Love

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."