Twilight Sparkle: The Princess of Friendship With Benefits

After their first round, Twilight and Rainbow spent the entire morning together. Twilight was now well aware of Rainbow's love for her, and the same could be said for Twilight's feelings for her. Twilight on the other hand still couldn't believe that Rainbow, the girl who ate, slept, and breathed everything awesome, would, let alone could, fall head over heels in love with a girl who was the complete opposite of her.

Rainbow was a headstrong girl with a lovely figure, a love for sports and a passion for speed and flying, whereas Twilight, while no pushover in the body department, preferred literary pursuits and had a passion for knowledge. This being the case, she found it hard to believe that something like this could even be possible. And yet, here it was, right in front of her. In the form of a morning spent in the company of the one whose feelings she had no doubt returned in full only moments before.

With that thought in mind, she found herself wondering about her other friends. Would they share the same feelings for her as Rainbow?

She looked back at her speedy friend and smiled. 'I'd be the luckiest girl alive if that were true.'

A few minutes later she heard stirring, and watched as Rainbow slowly opened her eyes, finally awake. After their little adventure earlier, Rainbow had opted to take a nap, a sentiment shared by Twilight, who had joined her, only to wake up a whole hour earlier than she had.

Twilight was surprised that Rainbow could sleep for so long. But, given her job, she assumed it was necessary. Being a wonderbolt had to take a lot out of you, after all.

Rainbow yawned, sitting up. "Morning, Twi."

"Morning, sleepyhead." came her reply. She smiled at her. "How was your nap?"

"Five more minutes and it would've been perfect."

Twilight giggled. "Oh you silly girl. So! What are you gonna do? Got any plans for today?"

Rainbow looked over at Twilight., her eyes half-lidded. "Does sleeping another four hours count as a plan?"

Twilight giggled again. "You know it doesn't, Rainbow."

To the slight surprise of Twilight, Rainbow smirked. Then she leaned over and laid her head on Twilight's lap, causing her to give a light blush.

"Then why can't I just spend the rest of the day with you?"

Twilight thought about this. "But, but I..."

Rainbow turned her head to look up at Twilight from in her lap. "Come on Twi. You know you want to~"

To an extent, this was true. She did want to. The idea of staying here, being with Rainbow, did appeal to her. But she had promised.

"What about Spike? Don't you think he'd be worried if his caretaker left him?"

"What about Spike?" came Rainbow's reply. "I'm sure he can take care of himself for at least a day."

And then, Rainbow sat up and turned toward Twilight, replacing her head with her hands as she placed them in Twilight's lap, crawling ever closer to her. When she was sure she was close enough, she grabbed Twilight's shoulders and sat in her lap, hugging her body close to her and whispering in her ear.

"I want to be with you, Twi. Don't you want to be with me?"

Twilight felt slight guilt at the look on Rainbow's face. She had to say something. She grabbed Rainbow's shoulders and gently pushed her upright.

"Yes I do. And I promise I will be. We'll always be together, Rainbow. You know that. We're best friends. And now, you're my lover. I have to go. But we'll see each other again. After all, We all live in the same town!"

Rainbow seemed to take this news well. At once, her mood brightened and she grinned up at Twilight.

"Right? How could I forget that?"

She sniffed a bit and got up out of bed. Walking around to pick up all the clothes that had found their way to the floor during their many explorations in sex.

Turns out, Rainbow was just as much of a virgin as Twilight had been only days before.

"I guess i'll see you around, huh?" Rainbow said, turning to give another bright smile to her friend. "You'd better keep your promise. Come see me every now and then, okay? We can get naughty all over again."

At that, Twilight laughed out loud. "Alright Rainbow. Don't worry. I'll keep my promise. See you later."

And with that, Twilight made her way out of her friend's home, and back down to the market to continue her original mission of finding a present for Spike. She was sure that by now he would have long since gotten over the teasing earlier this morning, so she decided that she would get him a 'thank you' present instead of an 'i'm sorry' one.

As she made her way through the town shops once again, she spotted a gem shop not too far off from where she was standing.

Knowing that Spike was a dragon, and that dragons ate gems, she decided to get him some, just as a way to show her appreciation for everything he had ever done for her over the years.

She made her way over to the gem shop and browsed over the colorful assortment of precious items before her. As she did so, the woman at the counter noticed she was there and gave a cheerful greeting.

"Well, hello, there, miss! What can I get for you today?"

"I came to buy gems. I'm getting them as a present."

"Oh! Got a special somepony now do ya? That's wonderful."

"Yes it is. It really is." Twilight said, thinking of just how wonderful Spike was to her.

"Tell you what. You tell me how many you came to buy, and i'll give you a special discount just for the occasion!"

"Really? Thank you so much."

"No need to thank me, dear. Just go show that stallion how much you love him. And tell him hi for me."

"I will! Give me five of them!"

"You got it! Now let's see here..." The saleswoman thought, trying to see if she could remember the prices well enough. When she found it, she shouted, "Ah-ha!" and looked back at her customer.

"Five gems, right?"

"Yes ma'am."

"That's around four bits, but i'll drop it to two just for you. Here you are, dear." The woman placed the gems in a bag and slid them over to her on the counter.

Twilight took them up in her magic and paid the fee, leaving the shop with a, "Thank you!" to the clerk as she left.

On her way back to the castle, she spotted Fluttershy at one of the stalls, and decided to go say hi.

She walked over to the cream skinned girl and tapped her on her shoulder.

The timid girl gave a quiet, "eep!" of fear and turned around to see who had touched her. When she saw Twilight, she relaxed.

"Oh, it's just you Twilight. I thought it might've been a monster, or a burglar, or a-"

"Relax Fluttershy. Do you really think a burglar would try to steal something in broad daylight?"

Fluttershy thought on this a moment. "No, I suppose not."

"Exactly, so there's nothing wrong. Hey, Fluttershy, what are you at the market for?"

"Well, Twilight, you know me. I've got to feed my animals. I should be asking you that. I rarely see you come out to the market for anything."

"Yeah. I usually send Spike to do it. But this time, I wanted to let him stay home. That, and I wanted to just get out of the castle for a while. It's just so boring in there sometimes, you know? Even Spike said we didn't really get out much."

"Oh really? It must be true if you both agreed so easily."

"What do you mean by that, Fluttershy?" said Twilight confused. "Do you think we don't get along?"

"No, that's not what I meant at all. It's just..I thought that since you both said something about it, then there must be some truth to it right?"

"Yeah, I suppose you're right." Twilight said after a bit of silence between them. "Hey, do you want to come with me to the castle? I'm planning a surprise for Spike."

"What kind of surprise is it?"

"It's this!" And with that she lifted the bag, opening it up to show the contents.

"Gems! Oh, Spike's going to be so happy!"

"You think so?"

"Oh yes I do. Dragons love gems!"

"That they do, Fluttershy. That they do." said Twilight, a smirk on her face. "And i'm sure he'd love it if you came along. So how about it? Want to come to the castle?"

"You're inviting me, really?" Fluttershy said excitedly.

"Of course I am, you're my best friend, Fluttershy. Why wouldn't I invite you?"

"Oh I don't know. Maybe you thought I would just ruin everything with how timid I am."

"Nonsense, Fluttershy. Of course you can come!"

"Well, in that case, I'd love to come!"

And with that, they walked back to the castle, side by side. Twilight noticed that with each step , Fluttershy got a little closer to her. In fact, just before they had made it all the way to the castle, their wings were touching and Fluttershy had bumped into her twice.

Twilight opened the door to her castle, a smile on her face as she said, "Come on in!"

Once inside, the two of them looked around. Well, Fluttershy did. Where Fluttershy was taking in the castle for the umpteenth time in a row, Twilight was looking for Spike. Every few minutes, she would call out for him.

"Wow. No matter how many times I come here, It's always so beautiful!" Fluttershy said as she stared in awe at all the crystal around her.

"I suppose that's fair. It is made of crystal after all. Spike and I have gotten so used to this place its like a second home."

Fluttershy took note of the 'second' in that sentence, and her cheerful expression, fell.

"I-i'm sorry Twilight. I brought up bad memories didn't I?"

Twilight turned to her. "Oh, no, did I say something weird? I'm such a scatterbrain sometimes."

"You don't have to hide it, Twilight. I can tell." came Fluttershy's voice. Rather than high and timid, it was kind and gentle. Twilight couldn't help thinking back to when Fluttershy had gotten the element of kindness. Back then, she truly embodied the element through and through, which is why it chose her in the first place. And now, even all these years later, she still did. It was very comforting to know her friend hadn't changed from the mare she was all those years ago. Although, there was a slight change in her that she was proud to see. She was less timid.

Twilight stopped reminiscing and answered her, trying to reassure her that everything was fine and that she was okay.

"It's fine, Fluttershy, I swear. It's not that big a problem. I'm fine. See?" Twilight smiled, but Fluttershy didn't buy it.

"You're upset Twilight. I can see it in your face. Stop trying to hold it in, and just let go."

Fluttershy got up, walked over to Twilight, and hugged her close. "I know you miss your tree home. It held so many memories. From all the books you read there, to all the knowledge you gained. All the friendship lessons you've learned. All the letters to and from Princess Celestia. Not to mention the memories. All our fun times together."

Twilight, in the middle of all of this, had buried her face in Fluttershy's chest. It was only when she finished speaking did she look up.

"What are you talking about? That's not what i'm thinking about at-"

But she couldn't hide it. Even as she said this, she began tearing up, and buried her face back in Fluttershy's chest, unable to bear the weight of her words. She had indeed stirred up memories from back then. They were horrible, terrible memories sure, but there were some good ones in there as well. It was these, these good times, that hurt her the most. She would never have those again. Not for as long as she lived. And that would be a very long time.

She finally looked back up at Fluttershy."All those memories. Gone! All because of Tirek and his stupid quest for power!"

Fluttershy simply stroked her hair. "I know, Twilight. I know."

After she had finished crying, Twilight let go of her friend and continued walking down the hallways, resuming her calls for Spike.

"Spike! Hey, Spike, are you there? If you are, answer me!"

"Whoa, whoa, whoa! Twilight relax! I'm right here!" She heard his voice coming from down the hall, and saw him as he entered the hallway they were now on.

"Where's the fire, huh?" He smiled at his own joke.

"Where were you? We've been looking for you everywhere!" said Twilight, a slight pout on her face.

"Whoa there. Sorry, Twi. I just went to go and get you something. Rather, make you something."

Twilight's expression softened at this. "Aw, Spike..." She kissed his cheek. "Thank you so much. I've got something for you too. Isn't that right, Fluttershy?"

At the mention of her name, Fluttershy gave a start and looked around frantically.

Twilight sighed. "Fluttershy, the present."

"Oh! Yes!"

Spike just looked confused. "Present?"

Twilight smirked. "Just follow me okay?"

"Alright. If you say so. Lead the way."

"Thank you, Spike."

And with that they left. Fluttershy however, could not get what she just saw out of her head. 'Did Twilight...just kiss Spike? Does this mean what I think it means? But wait! He's her assistant, and it was just a kiss on the cheek. Ohhh, but still...I'm gonna have a hard time getting my feelings across if that's the- Wait! What am I thinking? I don't have feelings for Twilight! We're just friends. Aren't we? ohhh...'

Fluttershy put her head down, she was really confused about this.

Twilight noticed this, but chose not to say anything at the moment.

Once they were inside the dining room, where Twilight had left the bag of gems on the table, they all st down, and waited.

"Okay, Spike. It's time to open your present."

Spike got up and stretched. "Alright then. Let's see what this thing is, shall we?"

He tore open the bag to reveal the gems. He almost started Crying. "Twilight, you didn't!"

"Oh, but I did. I know that you haven't been getting to eat proper dragon food, and I wanted to get you a little something to show you just how much I appreciate you."

"Oh, thank you, Twilight! I love you!" He walked over and kissed her deeply. A kiss which Twilight returned in kind.

Fluttershy, having been witness to this at least twice now, was blushing furiously.

The two of them on the other hand, were lost in each other and didn't notice her embarrassment until Twilight opened her eyes and looked over at her.

She broke the kiss, looking back at her and saying, "S-sorry about that, Fluttershy. It must be weird seeing that."

"Oh no not at all!" came her quick reply. "It's just, I never expected you two to get together is all."

"I didn't either at first." said Spike. "But when it happened, I was beyond glad it did."

"ahhh...I see..." Fluttershy said in understanding. She smiled in happiness at her friends' own. But there was also something else. A slight ache in her heart.

'What...what is this feeling?'

"Anyway," Twilight's voice broke her out of her thoughts. "So, Spike, what did you get me? You said you made it?"

"Yep! But you're gonna have to wait until Tonight to see it."

"Oh? And what does that mean?" she said, giving him a seductive look.

"You'll know soon enough. Trust me. It's great."

"I can't wait to see it then."

Twilight stopped her flirting to look over at Fluttershy, who, upon noticing that she was being watched, hid her face behind her hair and put her head down, trying to hide her embarrassment again.

Twilight let go of Spike and walked over to her. She put a hand on her cheek. This caused her to look up at her friend. "Fluttershy...i'm sorry if this makes you uncomfortable. You don't have to stay if you don't want to."

Fluttershy quickly straightened herself up, stood up, and said, "No, that's not it at all, I swear! I...I..." She couldn't finish. She simply sat back down and held her head down, a frown on her face.

Twilight noticed that same look in her eyes. She looked at Spike and he nodded. She knew what she had to do.

"Hey, Fluttershy?"

She looked up from her hands, which had been planted on her face for a while to hide her shame.

"Why don't you come upstairs with me?" She grabbed her arm and motioned for her to follow.

The two made their way upstairs to her room. Once there, they closed the door behind them. Only, Fluttershy didn't notice that Twilight had locked it.

"T-twilight? Why did you bring me to your room?" Fluttershy said with a slightly shaking voice.

"Fluttershy, I know you like me." Twilight said surprising Fluttershy.

"What? H-how?"

"How did I know?" Twilight walked around Fluttershy until she was in front of her, then turned to face her. She bent over slightly so that she was inches away from her face. She smiled sweetly at her.

Fluttershy could only blush and stare wide eyed at her as she said,

"Fluttershy, It's obvious. Every time you see me with Spike, it makes you really upset, doesn't it?"

Fluttershy only nodded.

"You don't have to hide it. You helped me get over my problem, and now it's my turn to help you. So tell me what's wrong."

Fluttershy took a deep breath, gathered her courage, and spoke. "It's just that...everytime I see the two of you, my chest gets all tight, and I don't know why. Or at least, I thought I didn't."

"What do you mean, Fluttershy?"

"I...I was jealous. Jealous that Spike had you when I didn't. It made me feel terrible, and at first I didn't know why, but...but I do now. You were right Twilight. I do like you. I really like you. I really really like you. I don't know why it took me this long to realize it. I guess i've been burying my feelings and ignoring them. But..when I saw you with Spike. They must've resurfaced. All this time...All this time we've been friends. All the things you've done for me. All the times you helped me. I could never repay them, no matter how hard I try. You're my friend, Twilight, but...I want us to be more than that. More than just friends."

Twilight smiled. Here was the truth.

"M-my heart aches for you, Twilight. It really does. And the more I see you two together, the more I wish it was me with you instead."

Fluttershy hung her head. "Does that make me a bad person?"

Twilight lifted her chin with a finger. "No, It doesn't, Fluttershy. You have a person you like. that's all there is to it. this feeling is very normal. And to be honest Fluttershy...

She let her words trail off before she planted a deep kiss on Fluttershy's lips. One which, after some time, she returned, gripping Twilight's shirt to deepen the kiss further.

They continued to kiss, fluttershy groping and grabbing and just plain gripping at as much of Twliight's body as she could reach until they reached the bed, falling onto it with Twilight on top.

When they finally broke the kiss, Fluttershy asked. "But, but what about Spike?"

"Oh, him? He's right over there." Twilight pointed to the top left corner of the room, prompting Fluttershy to look there and see none other than Spike himself, standing there, watching them.

"Uh...Twilight, What's going on?"

"About that. I noticed you had feelings for me when you first saw me and spike together. And so we thought, that we could give you what you wanted. But of course, Spike is with me, so he was included as well."

Fluttershy's eyes widened as Twilight continued.

"There's something affecting my body Fluttershy. My magic is growing stronger and it's making me have these urges. Not that i didn't have them even before this happened."

Fluttershy was confused. All this was actually happening, and Twilight had desired her all along?

"I need to have sex to make them stop, and so we thought you could help."

Fluttershy was starting to understand.

"Of course, that's not to say I don't like you. See?"

Twilight removed her clothes, all of them, and showed Fluttershy her arousal.

"I got this way just from being this close to you. I've always wanted to do this, but like you, i've been hiding away my feelings. Burying them."

Twilight kissed her again. "How about we both stop lying to ourselves and just let it all out."

"No wait, Twilight, I- mmm...!"

Twilight had planted yet another kiss on her lips as she began to remove her clothes.

Despite her obvious chance to stop her, Fluttershy did not move. No matter how much she struggled, she couldn't deny what she wanted, and she wanted this. Really bad.

She pushed through her embarrassment long enough to say just one thing. "Please be gentle, okay?"

"Of course." was all Twilight said as she removed the final piece of Fluttershy's clothing. Her panties.

Twilight looked her up and down. Fluttershy's breasts were as big, if not bigger than hers, and she had a rather plump body type. She had thick thighs and her ass...

Twilight slipped her hands under Fluttershy's legs and up to her ass cheeks. They felt soft and warm, and her hands sunk in just a bit.

She licked her lips. "Perfect."

Twilight began her onslaught, groping Fluttershy and teasing her nipples. This caused Fluttershy to moan and whimper slightly. But Twilight wasn't done. She brought her hand down to her friend's snatch and her mouth down to her breasts, licking and sucking on her other nipple. She also used her hand to finger FLuttershy's hole.

All the stimulation caused Fluttershy to lose her composure, as she began moaning lewdly and thrashing about, bucking her hips and falling into a rhythm with Twilight's fingers.

"Ahhh! Ohhh! Twilight, please don't stop! It feels so good!"

Twilight was happy to oblige and continued her movements. She loved the reactions she got from pleasing Fluttershy, she was so cute. All the faces she made, the moaning, the thrashing. It was like she'd never been touched before.

Twilight had to voice this thought. "Um...fluttershy? Have you never pleasured yourself before?"

Fluttershy blushed, but answered none the less. "N-no...I've always...kept myself pure, just for you, Twilight."

Twilight's eyes widened. 'She's been...waiting for this day for so long, and I never realized. She was waiting...for me. Well, Fluttershy, you don't have to wait anymore. I'll give you what you wanted. What you've always wanted.'

She lowered herself to face fluttershy's snatch. She admired it for a moment before licking it and burying her tongue deep inside. She began swirling her tongue around inside.

Fluttershy on the other hand, had lost all sense of resistance with that one lick. She was now bucking her hips more and more and gripping Twilight's head with her hands. She was close. Twilight could tell. But, just before she could cum, everything stopped.

Twilight looked up from her position, and saw that Fluttershy had her eyes closed. When she reopened them, their usual blue, had been replaced with red. Flutterbat had come out to play.

Removing Twilight's head from her snatch, she switched positions. Now she was the one on top.

"Twilight...Sparkle." she said in a low whisper. Her voice was similar to Fluttershy's, only with more...authority.

She eyed the princess' naked form up and down, leaning in to kiss her deeply. Once she broke the kiss, she said, "Allow me to repay this kindness with some of my own."

She then kissed her again and eyed her body once more. She began to grope her. Her grip was soft, yet wild. Gentle, yet aggressive.

She was going slowly, but it was clear that she still held a strong desire to fuck, Twilight.

A fact shown when she began to lower herself upon Twilight, planting yet another kiss on her lips.

'Jeez. She must really love kisses.' Thought Twilight as Flutterbat began to grind upon her snatch, letting out breathy moans and little whimpers as she did so. Twilight joined her soon, unable to hold back anymore as she moaned as well, thrashing about just like how Fluttershy had moments before.

Twilight noticed that she preferred being close to her partners, because she had yet to rise from her place pressed against her body.

Twilight didn't mind though. In fact, she relished in the thought of being this close to one of her friends. It brought a feeling upon her that if she was still the emotionally blind filly she had been back at Celestia's school, she wouldn't have recognized as love.

Flutterbat planted yet more kisses upon her as she stood up, grabbing Twilight by her legs and positioning her own so that she stood sideways over her friend.

She then began to grind her dripping pussy against Twilight's own, causing Twilight to all but lose her mind as she let out a loud, lewd, unrestricted moan of pleasure.

"N-no...fluttershy, stop it... It's too much."

"I will not." came her reply. "Not until I have repaid your kindness with pleasures beyond your imagination!"

And so, the alter ego of Fluttershy made good on her word, grinding and grinding until she brought her lover to climax.

Twilight was out of it. The pleasure was too much, She had cum so hard it felt as though she might pass out. And it had only stopped when flutterbat had planted another kiss on her lips. But this kiss was different. This kiss..had magic. All the love, all the feelings Fluttershy kept locked up inside, churning and boiling inside her heart, flowed into Twilight from this one kiss. All the fantasies, the blushing, the longing looks and lustful dreams. she knew it all now.

And it was with that kiss, that their night ended, and they all fell asleep for the night.