Angel is up early the next morning, happily getting ready as the memories of yesterday afternoon fill her mind. "He actually remembers! Oh, I can't believe how lucky I am!" She blissfully sighs, snapping her pendant in place. "Good to know that my costumes won't go to waste, huh, Flick?" She picks up her comb, bringing it up before the silence gives her pause. "Flick?" Confused, she grabs her necklace, pinching the heart-shaped locket between her fingers.

"DAMN IT, GEL, STOP PUTTING ME ON MUTE!"

She cringes, holding her hands up defensively. "S-sorry, Flick. I just forgot."

"Oh, you forgot," the voice snarks at her, "that makes everything better!"

The unicorn groans, rubbing the bridge of her nose. "I had a busy day, yesterday. Some punks peeped on me, and I had two friends over-"

"Oh, I see!" He scoffs, a small thunk resounding from the speaker. "Listen, I can only do so much for you. This guy could be him, but it could also be a huge coincidence! Either way, if you keep ignoring me, then you know what the General will do!"

She squeaks, cowering in fear. "I-I know, but it was an honest mistake!" She whimpers, hugging her backpack to her chest. "I-I'll make sure it doesn't happen again. O-okay?"

There's a long period of silence before he finally responds. "This is your last chance. Not my words. The General's. Don't mess this up, girl."

Angel slumps to the floor, her hand on her head. "Fucking brilliant..."

Later that morning, both Rhino and Angel arrive at her room after class, the mare much more silent and subdued than the green stallion has ever seen her. As he closes the door behind them, he sets his bag on the floor and confronts her. "Angel? Is something bothering you? You've barely said a word to me all day, and you didn't even bother to take notes in class."

She jolts at his words, turning and giving him a small smile. "I-I'm fine... really... besides..." She pulls out her notebook, opening it and turning it to him, revealing a cartoonish doodle of their teacher. "I never take notes, anyways."

"Angel..." He says warningly. "You have to take notes, you can't just expect to remember everything in all your classes. I know I take good notes, but taking them yourself is just as important."

She gives him a flat look, pointing to the book in his hands. "Page one hundred thirty-two, paragraph four, sentence three. 'Manticore are indiginous to the Everfree Forest, yet have been sighted as far away as Vanhoover.' Grammar mistake included."

This silences him quite effectively for a few seconds before he checks the book, seeing she is perfectly correct. "Ok... maybe you can expect to remember..." He frowns. "Still, something's been obviously off about you all day... and since when can you say words like 'indigenous' without having to substitute for a shorter one?"

She squeaks, eyes wide in horror. "Um... I-I don't know what you're implo... impla... talking about!" She backs away, yelping as she trips over a hairbrush and falls flat on her back. Her head soon follows with a thud against the carpet, and she rolls onto her side, holding the back of her head in pain. "Fuck!"

Instantly he puts aside the slight confrontation and moves over to her side. "Woah! That didn't look good..." Eyes full of concern and guilt, he gingerly touches her shoulder and tries to pull her towards him. "Come here... let me see how bad it is..."

She doesn't respond to the touch as expected, curling up into a ball and whimpering softly. Her hands cover the back of her head and her arms hide her face from sight, leaving him in the dark about the true extent of her injury.

Rhino shifts onto his hands and knees, leaning his head down right next to hers. He speaks quiet and gently to her, lightly touching one of her arms with a hand. "Angel? Please, let me help you... I didn't mean for you to get hurt, and I want to make sure it's nothing serious. Please? I just want to help you..."

She stays silent but slowly pulls one of her hands away, gritting her teeth. She looks up at him with one eye, slowly mouthing one word - 'okay'.

He moves into a sitting position before pulling her to him with a gentle touch. While not exactly what he was going for, he ends up with her almost cradled in his lap while she still is in a ball and covers her head in her hands. He rubs the top of one of her hands to silently ask permission to look now.

It pulls away tentatively, grabbing his left hand and holding it for comfort. She trembles against him, her voice, once bubbly, now filled with fear, uncertainty. "I-is it bad, Rhino?"

His free hand gently guides her mane, separating it so he can see through it to the skin. Peering closely, he sees a rapidly swelling pink lump where the impact was, with a bit of purple coloring near the center. Other than that, there doesn't appear to be any damage. He leans back so he can see her face. "It doesn't look too bad, just a lot of swelling and a bit of bruising." He lets out a relieved sigh. "Good thing you didn't hit anything else..."

She sniffles, covering her face. "I'm a mess... I never forget to put my stuff away..." She groans, turning and hugging him tightly. "I'm so sorry..."

"Shh..." He still speaks softly as he hugs her back. "You've got nothing to be sorry for..."

"No... y-you were trying to help..." She nuzzles his cheek, a small, sad smile on her lips. "Thank you..."

He still looks a bit down as he puts his arms under her and stands up, heading toward the bed. "Come on... let's get you comfortable. Do you have bags or ice anywhere?"

"Not really..." She glances at her nightstand, biting her lip. Suddenly what he says clicks, and she turns to look at her desk wincing from the motion. "Actually, I have a small bag in the bottom drawer..."

"Alright, one second and I'll get it." He gently sets her down on her bed before turning around and searching the specified drawer.

Inside, he finds a small book, a bag, and what looks to be a large collar with a bell on it. Reaching in, he pulls out the bag, jingling the bell as he does so.

She jumps, eyes wide as he returns. She covers her face, a small wisp of steam coming off the top of her head. "Um... d-did you find the bag, Rhino?"

He nods, holding it up. "Among a few other thing, yes. Doesn't feel too cold though... what is it?"

"N-nothing, really..." She squirms in place on the bed, feeling his gaze on her. "J-just something to snack on while reading..."

"Ah, I see." He opens up the sealable bag to find the common salty snack of pretzels. "Do you have somewhere you want me to put these? The bag is what I need to use."

"Well..." She looks at the bowl right next to her, gesturing with a hand. "This should be fine, right?"

He nods. "Yeah, that should do fine." He quickly pours the snacks out before turning to her. "I'm just gonna fill this up with some cold water, don't go to sleep though, alright? You might have a small concussion, so just stay in bed until I get back."

She tilts her head to one side, confused. "Why would having a concu... contra... what you said mean I can't sleep?"

"It's just something my Mom always told me. Apparently, there are some times when sleeping with a concussion can make it almost impossible for someone to wake up." He leans down and gives her a hug. "I just want to be sure, you probably don't have one, but better to be safe than sorry."

She nods, grabbing one of the snacks and nibbling on it. "If you say so... then I'll trust you, Rhino..."

"Good." He stands up and smiles at her. "I'll be right back." He steps into her bathroom and after a moment, the sound of the faucet running is heard.

Craning her neck to make sure he can't see her, she opens the drawer and grabs the container within. Popping the lid off, she takes a sip of the white fluid before she quickly closes and stows it back in the nightstand. She sighs softly, feeling a warmth spread through her body. "Better..."

Rhino returns momentarily with a swishing bag of water in hand. "Alright, let's get you resting your head on this and it should help with both swelling and pain."

"O-okay..." She pats the bed next to her, inviting him to sit. "Could you... hold me for a bit? Please?"

His chocolate brown eyes soften as he lays down easily on the bed. "Sure..."

She smiles warmly, scooting so she's up against him. She rests her head on his chest, nuzzling him as she gets herself comfortable.

Rhino chuckles, putting an arm around her and stroking her mane, avoiding the spot she hit. "Somehow I knew you were a cuddler."

She laughs, her tail moving to drape over his legs. "Is that a bad thing?"

"Not at all." He adjusts himself slightly to get more comfortable.

"Good." She sighs blissfully, rubbing his shirt with an idle hand. "It's something my friend encouraged... because it always made him blush..." She peeks an eye open, carefully watching his face. "He always looked cute when he blushed..."

His eyes narrow at heer challengingly. "Oh yeah? Well, considering what I saw of you in the first two days we knew each other, I might be getting immune to those charms of yours. What do you say to that?" His mouth forms into a sly smirk.

"I'll say nothing." She gives him a lidded gaze, tensing her body in preparation. "I'll do this." She swiftly moves forward, pulling him into a brief yet tender kiss.

As she breaks the lip contact, his eyes are wide and his face is so red you would almost think it was his coat color. His mouth opens and closes silently a few times before words come out. "Well played..."

She giggles, tapping him on the nose. "Don't act like that was your first kiss, Rhino."

"Well, no, it wasn't." He admits. "But it's not like you expect your friends to sneak ones on you."

"True." She smiles, touching foreheads with him. "Not everyone has a friend like me, though. I enjoy affection." She pauses, tapping her chin thoughtfully. "You could say I thrive on it."

He quietly laughs. "I guess that makes you an uncommon friend. I'll have to make sure to keep you around. Speaking of keeping you around, though," he nods towards the water bag he's holding to her head with magic, "How's that feeling?"

"A lot better. Thank you." She pulls away, letting her weight shift to her hips as she sits up. "You know... I hope my childhood friend is as fun as you are..." She puts her hands on his chest, propping herself up so she's sitting on top of him and with her legs on each side of his waist. "It's been so long since we've last seen each other... he might not even recognize me..."

He smiles back at her, one of his hands playing with a lock of her mane as it hangs down to one side. "Well, that's a shame. I think you're pretty fun, too. You certainly make things interesting."

"That's so sweet." She blushes gently, leaning down and touching noses with him. "Your friend is definitely lucky. If you didn't have that promise with her, I'd snap you up in a heartbeat." Her tail teasingly brushes along his legs, and she tucks her head under his chin.

His hands naturally fold down onto her back, one of them rubbing in small circles as he replies. "Well, for what it's worth, if I didn't have that promise to her, I'd probably take you up on that." A small chuckle escapes him. "What do you mean, you 'would' though? I seem to recall a pantsless, loose-shirt wearing, then a cheerleader version of you trying awfully hard to do so already."

"Yes," she smirks, hugging him a little tighter, "and she would've succeeded in another set of circumstances." Angel goes quiet for a moment, her hand tracing circles in the exposed fur of his chest. "Just out of curiosity... what, exactly, would you draw the line at?"

"Hmm..." He thinks for a moment. "Well, at this point, since we're both fairly comfortable and we know that we aren't going to end up in a relationship for the foreseeable future... I'd say anything above seeing each other's private bits is fair game."

"Poo." She props herself up slightly, pouting playfully at him. "I wanted to see if what they said was true," she grabs one of his hands, smiling coyly, "if you know what I mean."

The stallion blinks, confused. "I'm not exactly sure I do..."

The white mare frowns, quirking an eyebrow. "You've never heard the old mare's tale about stallions with big hands?"

His eyes widen in understanding just in time for him to roll them. "Ah, one of those. You mean that thing they also say about big hooves, big ears, long horns, big wings, and thick tails?" He wiggles each part in question as he says them, if he has it.

"Yes, and I noticed," she puts her small hand against his larger hand, smirking a bit, "what big hands you have. So I naturally got curious." She tilts her head, letting his arm drop. "May I see? I promise I won't touch... unless you want me to." She sticks her tongue out at him.

He is still smiling at this, but there's a hint of nervousness now. "I... don't think I'm comfortable with that. Sorry..." His ears fold back. "It's just a very personal area... you understand, right?"

She visibly deflates but nods, letting herself lay on his chest again. "If that's what you wish, I'll respect it... though you have to admit..." She giggles, grabbing his hand and moving it from his side to her flank. "You having big hands and a big horn are testing my restraint... and I doubt you'd disappoint..."

He lets his hand stay where she puts it, but doesn't make a move to use it yet. "You and your teasing with statements I don't have a version to use on you." His eyes look to the ceiling a moment. "At least, I don't think there are any about mares..." He shrugs, looking back at her and regaining his smile quickly.

"I can't think of any." She laughs, shaking her head. "I honestly don't mind if you touch me anywhere... as long as you don't go inside."

He raises an eyebrow at her. "Are you seriously saying if I asked for a grope session, you'd oblige? I mean, I'm not, but I'm just making sure I understood you right."

"Maybe." She looks up at him, smiling softly. "I was thinking more along the lines of a full-body massage, though. Yoga causes a few knots to form from holding poses... kinda ironic, huh?"

"A bit..." He raises a hand and lightly touches her nose with it. "Is that your way of asking for a massage?"

She blushes, gently kissing his finger. "If you wouldn't mind, Rhino."

He chuckles, stroking her mane. "Well, far be it from me to deny a request from an injured lady... and friend."

"Thank you." She sits up, pausing momentarily with her hands on her shirt. "...could you get a couple towels from the bottom drawer of the dresser? I hear that massages work better if there's no fabric in the way... but I don't want you to be uncomfortable, either."

"Alright, but... you'll have to quit straddling me so I can get up." He points downward to their current position.

"Fair enough." She gets off him and immediately takes off her shirt, revealing her bra-less chest to the cool air of the bedroom. She stretches, pointing to the bathroom. "There's also some massage oil in the bathroom. I haven't tried it, but I hear that it helps with this."

"O...k..." The stallion's eyes are wide as he suddenly has a full view of the white mounds and their pink summits. His brain seems to have almost completely shut down as he has yet to move an inch even though he is no longer pinned.

Angel hops to her hooves and pulls her yoga shorts down, revealing electric blue panties for a brief second before she sits back down. She slides it the rest of the way off, tossing them into a hamper by the closet. She turns to Rhino, smiling warmly and stroking the top of his head. "You almost look as cute as my friend when you blush."

Rhino seems to melt into the bed as she rubs his mane, a quiet murmur coming from him as his eyes gaze up and down her. "I'm... finding less and less reason to leave the bed..."

She blinks, tilting her head to one side. She smiles coyly, leaning down until her lips were mere inches from his. "It seems I found a weak spot." She quickly closes the distance, kissing him deeply yet never pushing further than the muzzle. She breaks it soon enough, giggling brightly and pulling away. "I would love to have that massage, though... and I know you want to touch these." She cups her breasts, the nipples poking out between her fingers. "Am I right?"

He doesn't offer any resistance to the kiss, neither is he really trying to look away anymore. His words though, take a moment to get the message. "No.. I don't ne-..." His head tilts downward, as if in shame. "Yes..."

She smiles softly, tilting his head up by the chin. "Don't be so upset. Think of it as... learning how to treat your mare right." She nods, gesturing to him. "Like learning how a massage can make both of you feel better."

"Umm... ok... I guess I should go get that oil..." He looks at her questioningly. "Where did you say those towels were?"

"That depends." She smiles, leaning back on an arm propping her up. "Do you still think we need them? You did say you wanted to feel the girls, after all." She teasingly winks at him. "Not much point in modesty after that, don't you agree?"

"I... guess I did... I guess we don't need them..." His blush is more of a constant level now, but as the stallion stands up, shuffling his legs a bit, his overall demeanor is best described as like a foal looking at a pool for the first time: nervous, but optimistic about learning something new. He walks to the bathroom and begins sifting through the cabinets to find the oil.

She waits for the sound of toiletries clattering before she slips off her panties. She quickly lays on her stomach, her tail laying between her legs to hide her nudity. She calls over her shoulder to him. "Behind the mirror, stud!"

The sound of a little more clattering occurs before he calls back. "Found it!" He walks back into the room, reading the back of the bottle as he comes back over to her. "Well, easy application... just put on and rub in, starts out cold and warms with motion."

She glances at him, smiling coyly. "Are there any warnings on there, Rhino?"

"Umm... let's see..." His eyes glance back and forth along the bottle before arriving at the relevant section. "Warning: contents may stain some fabrics or render them stiff."

"Oh," she giggles, covering her lips, "we can't have you ruining your clothes, can we?" She shifts on the bed a bit, biting her lip in anticipation.

He bites his own lip, but for different reasons. "I guess I like this shirt... and pants... that's it though, not going full bare." He puts one arm to the bottom corner of his shirt and slips it off with one motion, revealing not the most muscular chest, but still one of nice shape and what appears to be a thicker layer of fur than most stallions, but it's consistent instead of concentrated in the middle. His pants soon follow, revealing extremely shapely legs along with that same level of thicker fur. Also now seen is his choice of undergarment, a sort of cross between boxers and briefs that look soft but still supporting as they grip his thighs while still looking like just a really short pair of shorts. His blush intensifies as he stands there, looking at the ground.

Angel's eyes grow wide, and her jaw drops. "W-wow... you look amazing..." Her eyes fall to his underwear, a brief flicker of disappointment crossing her face before she clears her throat. "I assume you know the basics of massaging a pony?"

He nods. "Just from what I've assumed or heard of: apply varying amounts of pressure to stiff muscles in different ways in order to relax them?"

"Yes, but there's going to be one more thing for you to do, today..." She smirks playfully. "You're also trying to make me feel better, but regular massage makes me tired." She giggles, letting her head lower to the comforter. "That means you also have to find ways to get me off. Think you can do that?"

A twitch occurs in a section of his dark boxer-briefs as he asks. "Excuse me? Can you repeat that last part? I'm not sure I heard you right..."

"I want you," she points to him, "to make me orgasm. I've never had one, and I'd like to know what it feels like." She smiles, bringing her arm back under her head. "If you do, I'll let you play with my breasts to your heart's content. Does that sound fair?"

"I... that's..." The stallion stands in place next to her, the bottle of oil in one hand as he looks over her, indecision clear in his eyes. "That... that's a bit more than a massage... and, I'm not even sure that's possible without going to more... intimate... areas..."

"Please?" She pouts at him, giving him her best puppy-eyes look. "I know it's possible... I've just... never touched myself..." She blushes brightly, embarrassed by her own words.

Rhino cringes a bit as he feels the puppy-eyes working their mysterious magic on him, despite the less-than-innocent goal of their usage. "I... guess I could give it my best shot..."

"Thank you." She sighs in relief, relaxing herself. "Just... do what feels right... I'm sure you'll do great."

"Ok... I guess I'll get started..." As he takes a the last step to get him right next to her as she lays on the bed, he glances downward and notices something that makes that section of his underwear twitch again. "I see you... got comfortable while I was gone..."

"Yep." She peeks open an eye, smiling coyly at him. "I thought it'd be best. Besides, they were hiding my cutie marks, and I wanted you to see it."

He looks downward again, noting the golden halo cutie marks on both her flanks. "Halos... seems appropriate." He straightens up, taking a deep breath as he centers himself and starts choosing where to begin. "What do they mean?"

"They represent my desire to help others... do good in the world." Her tail flicks briefly from her anticipation. "What does yours mean? What is it, even?"

"Well, it's-" A hand goes toward his cutie mark before he catches himself and realizes what showing it would be close to revealing along with it and withdraws the hand quickly. "It represents my ability with runic magic and shows how my emotions are connected to almost everything I do."

"Really? Interesting..." She waits for a bit longer before sighing and taking Rhino's hand with her magic. She puts it on her shoulder before her aura disperses. "Just start it like you would a normal massage. Just... be sure to cover most of my body... please?"

"Ok..." He takes his other hand and mirrors the first's position on her other shoulder. He starts to squeeze repeatedly, pressing down with and rolling his palms almost like he is kneading dough out of her soft-coated shoulders.

She groans quietly, the action making her start to feel relaxed. "That's... good..." Her eyes close as a small smile forms on her face.

Rhino continues working on her shoulders for a minute before he levitates the oil over. Moving his hands out of the way, he pours a small line of the oil across both shoulders before putting them back and starting to rub it in, the oil floating nearby.

She gasps, shivering under his hands. She clenches the comforter, whimpering softly. "T-that's cold!"

"Sorry... it said to give it a moment..." He starts massaging in horizontal motions just under her shoulder blades. "Supposedly also makes your coat shiner."

"S-shinier? I suppose that..." Her voice trails off into a soft moan as it heats up and his hands continue their work. "Oh... that's much better..."

A certain part of the stallion's anatomy reacts to her moan as he continues pressing into her. As he finishes with the current part of her back, he brings the oil over again, repeating his earlier actions of pouring lines on her and then starting to rub them in. He comes across a particularly hard part of her back muscles and leans further over her, bearing down on the spot harder than he has been, but still trying not to hurt her.

She grits her teeth at first, feeling slight pain from the unexpected increase in pressure. Soon, however, as the stallion's hands start to loosen the knot, she starts feeling a lot better, moaning as pleasure starts returning to the front of her mind. Her tail raises slightly, but she doesn't notice with what he's doing.

So focused is Rhino on his battle with her muscles that he doesn't notice part of his own anatomy raising as well a her moans grace his ears. He shifts his hands as he starts working from a different direction, the knot almost gone. His hands are now perpendicular to her spine, his fingers extending over her sides and almost to her ribs as his palms work.

Feeling where his fingers are, Angel smiles coyly as her horn lights up. As soon as the mass of muscle is kneaded out, her magic grabs his hands and moves them just enough to touch the sides of her ample chest. She giggles, a small blush forming on her cheeks despite her seductive expression. "A taste of what to expect, stud. You're doing great so far." Her magic lets go of his hands, letting him continue his work.

His blush returns from where it was almost gone, but he smiles as well, getting into the situation he finds himself in. With another application of oil, he starts working on her lower back, running his hands in circles, then down either side of her spine, before curling back upwards just above her rear.

She coos and shivers, enjoying the sensations going through her body. Each time he avoids her flanks she groans and arches her back, trying to get him to touch her. She peeks an eye open at him, pouting at the smile on his face. "T-tease..."

He just grins back, still not noticing the increased tightness in his undergarments every time she makes a sound. "Like you're one to talk." He works his hands on her sides just above her waist, squeezing repeatedly.

She moans, squirming a bit in his grip. "P-please? I just..." She bites her lip, finding it harder to act in control when he's doing so well with his hands. "I-I want you to rub my c-cutie marks..."

He pauses his hands as he looks at her. "Are you sure? It's kind of a personal area..."

She nods, looking up at him. "I-I'm sure, Rhino... I-I trust you..."

"Ok..." He pours a bit of oil into each of his hands, rubbing them together to warm it up a bit before he carefully lays them on her matching marks. He can't help but press into the slightly as each of his individual fingers does the same. His eyes locked onto them, he begins squeezing and massaging them in circular motions.

She moans even more, pushing her hips up towards him in an attempt to help him. Her tail moves up and teasingly rubs along his chin before laying across her back, letting him get to her legs. She doesn't consider what else this does, however.

As his eyes follow the motion of her tail, they inevitably trail to the now exposed base of it, and what lies beneath. Instantly his hands grip her marks and don't let go as he looks, entranced for a moment before he summons the will to rip his head away and looks towards the wall. Meanwhile, his lower head has reached full mast at the sight and is actually pulling his underwear away from his body in an extreme example of tenting.

She whines, moving a hand back to touch one of his. "W-why'd you stop, Rhino?"

He mutters as he continues looking away, still gripping her hips. "Because I have to look to massage... and it's rude to stare... and I'm not sure I can stop myself from looking that close to it..."

Angel goes quiet for a moment, thinking of his words. Slowly, she starts to giggle, then laugh, shaking her head. "I don't mind if you stare, silly. I, well... I think it's flattering." She shakes her rump at him, moving her hand and his in circles on her cutie mark. "As long as you only look and don't touch me down there, I'm perfectly fine with it. Okay?"

"I..." He swallows. "I guess... standard teasing rules... look but don't touch..." Turning his head back as he finishes working on her marks, he actually feels the twinge in his loins as his member knows he sees what it considers the prize, yet does nothing with it.

"Don't forget my flanks, Rhino." She smiles, moving her hand away from his and back to her pillow. "I'd like them to get 'shinier', too."

"Right..." He moves his hands, putting a small amount of oil on her heart-shaped flanks before starting to dig into the with his fingers. The slightly cushiony flesh molds under his firm touch as he starts to grope and massage.

She coos happily, pushing back into his hands. "Yes... just like that..." She actually ends up slightly on her hands and knees, her belly and hips raised off the bed. She doesn't care, though, as his fingers simply feel magical to her and are all she can think of at the moment.

Her sounds sending a shiver down his spine, Rhino decides to stick around on these spots a bit more. He continues playing with her pure white flanks as if he was making angelic dough. Leaning down, he freely lets himself enjoy all aspects of the moment, from sight to sound.

Angel is starting to lose herself in the sensation, moaning wantonly as her eyes cross in ecstasy. Soon enough she starts to get wet, and she's bucking into his grip in her need, her flanks jiggling slightly each time.

Some subtle hormone shifts in the stallion's brain urge him onward, and he does so. He begins bending and unbending his arms as me massage in order to pump them into her flanks as she too pumps upward. His expression gets a bit more hungry as he continues, loving every second of this.

She looks over her shoulder at him, her tongue hanging out. She gulps, blushing brightly. "Please, Rhino... h-harder..." She cries out softly as his hands squeeze her, bringing a pillow to her mouth and biting on it, only slightly muffling her sounds.

He obliges, pushing against her and pressing her into the bed with every pump of his arms now. He has started fully release and regripping in different positions now, sometimes squeezing from below and pushing up, sometimes pushing together, and other times just pressing them flat. His member is positively throbbing at the show despite it's lack of contact with it.

She glances down, her glazed eyes catching sight of his pulsing member. "D-don't stop..." Humming to herself, she brings up a hoof and gently presses it against his groin, rubbing it tenderly in an attempt to cop a feel and get him off at the same time. "Y-you're almost... mmm... there..."

He continues working her, his breathing becoming harder as he expends energy. However, after the first reflexive thrust of his hips, despite his member's complaints, he actually shakes his head and puts her hoof back where it was with a bit of magic. To keep it there, he redoubles his efforts to massage her flanks, speeding up his rhythm.

Angel whines briefly before he speeds up, gasping and moaning loudly and lewdly, even through her pillow biting. She smirks and spreads her legs apart, just enough for him to see her glistening, winking slit.

Rhino's nostrils flare as he bears down on her, determined to drive her over the edge as he literally gets tunnel vision for her. His breath wafts over her back as he works her, the bed bouncing up and down with his movements.

Unable to take the sensations any longer, she cries out as she goes over the edge. Her flower quivers as her juices splash out onto Rhino's boxers and the bed behind her.

The stallion grins wolfishly as he feels her soak him, even as some part of him feels slightly disappointed that the fun is over. To give her flanks a rest, he starts gently rubbing her legs, giving their insides a squeeze when he gets to them.

She immediately squirms in his hands, laughing as he goes over the inside of her right thigh. "C-careful! I-I'm ticklish!"

He lightly scratches down the backs of her legs with his nails. "And apparently a squirter... and a screamer."

She blushes brightly, stumbling over her words for a moment. "I-I didn't know I was... t-that was my first climax..."

He softly massages her calves as he responds. "Was it good?"

"Y-yes..." She glances down, smiling playfully. "I think your... little friend wants you to feel it..." She giggles, covering her mouth to hide her smirk. "Though maybe 'little' isn't the right word for him?"

Rhino looks down, finally acknowledging the erect part of him that threatens to tear his boxer-briefs off if he doesn't do something, especially since they're soaked with mare juices. "Oh... umm... sorry about that..."

"Again, I take it as a compliment." She slowly gets up, moving into a kneeling position. "It means you think I'm sexy, right?" She winks at him, putting her hands on her flank and squeezing her plush posterior. "That you like what you see?"

The mass in his shorts twitches as he responds. "Yes..." He runs his hands up and down her legs one more time before stopping.

The white mare sighs softly, turning around with a playful smile. "Well, you definitely earned your reward." She cups his cheek with one hand, leaning up and kissing him tenderly. "The question is, do you want it now..." She lays back on the bed, giving him a lidded gaze as she runs a hand down her side. "Or do you want to finish the job before then, and get a little more in return?"

As he gazes on the luscious form before him, he finally gets his stallionhood to agree to patience. Smiling at her, he floats the oil over again. "I think I'll finish the job..."

"Good choice." She smiles, letting her legs part slightly and her arms rest at her sides. "Now, where would you like to start, stud?"

"Well... I'm already down here..." He pours some oil into his hands. "Might as well works my way up." Slapping his oiled digits onto her, he starts rubbing up and down the lower half of her legs.

She closes her eyes, cooing dreamily at his motions. "Okay... you know better than I do what's best, right now..."

He just smiles as he leans over her, working his hands over her knees then starting on her upper legs. Teasingly, he makes sure to always get her inner thighs, but diverts when he nears her flower, swooping around her thighs then back down, getting close but not touching.

She struggles not to laugh and gasp each time he goes over her inner thighs, becoming slightly frustrated each time he avoids her flushed slit. She smiles weakly at him, spreading her legs a bit more for him. "You know... you're making it... h-hard to not want your touch... down there..."

Smirking, he plays with her waistline, using her fingers like he is playing a piano. "Well, good to know I've got some skill at this... Besides, think of this as... rewarding you for all that teasing you do to me." He does a series of small swirls just above her flower before retreating and relathering his hands with oil.

She pants softly, looking up at him with her bright blue eyes. "I'm starting to want... a different reward..." She giggles, eyeing the still-stiff lump in his underwear. "That's not hurting you, is it? Being cooped up in there?"

As he starts working on the sides of her thighs, he admits. "It is getting a bit uncomfortable... undergarments aren't really meant to restrain a stallion's... stallionhood, without wearing pants or something over it..."

"Well," she smiles coyly, reaching up and stroking his mane with a hand, "we both know one way you can be comfortable again... but do you want to do it?" She rubs his ear, tickling the tip of it. "Are you willing to trust me... as much as I trust you?"

"I..." His eyes wander down to her flower, which she is freely showing him. Looking back up to her, he swallows nervously. "Ok..." Walking around to her side, which he needed to do anyway to reach her top half, he turns around on the spot, taking a breath before pulling his last garment down and turning around. Rhino blushes and looks away from her face as his member seems pleased to be out in the open, it's entire green mass stretching from where it was slightly folded in it's previous holding.

She stares at this, eyes wide in shock. "W-wow... I didn't think it'd be this big..." She tears her eyes away, smiling shyly up at him. "I... I guess those old mare tales are true, huh?"

He shrugs self-consciously, still turned away. "I wouldn't know... I don't make a habit of comparing it with others..."

Her fingers twitch reflexively, but she has enough control to keep them by her sides. "Really? Not even during high school? The locker rooms?"

He shakes his head, turning back to her. "There weren't many times I had to use one, I kept my back to them and changed quickly. I really have no interest in seeing another stallion's junk."

"I suppose that's fair, but I have no issues with looking." She smirks playfully before a thought occurs, her eyes moving to his hips. "What about their cutie marks? Did you ever see those?"

"Occasionally out of the corner of my eye," he admits. "So, umm... is this alright? Me... being like this? Out, I mean?"

"I don't mind." She brings a hand to his hip, tracing the design found there. "I'm more curious about this, right now. You said it was... about how your heart is in everything you do?"

He nods. "Yes... that's what that part means. Not exactly the most macho thing for a stallion to have on their hip, but I've always been proud of it."

"I like it. It's really... unique. Just like you." She smiles warmly and looks up at him, winking teasingly. "How did you get it?"

As he steps up to her, the oil floating next to him and his member pointing over her, he responds. "In short... I discovered how to use runes."

"That explains the circle..." She rubs her thumb over the heart, quirking an eyebrow. "But what about this?"

"I'll admit... that part is a bit more vague, but," he squirts a bit of oil on her stomach, starting to rub it in, "I kind of knew that part before I got my mark. It just... seemed to confirm it for me."

"I..." She frowns, brow furrowing slightly. "I don't understand... how did you know before getting it?"

"It’s a bit difficult to explain... a sort of combination of extreme empathy," he does a bit of massaging on her ribs, "always weighing my emotions with the same weight as my mind," he starts stroking horizontally across her, just grazing the underside of her chest mounds, "a bunch of things adding up I guess."

She grabs his hands, smiling playfully at him. "Now, now, you're so close to being done. Don't jump to the reward just yet." She lets him go and bites her lip, thinking a bit before asking her next question. "This empathy... thingy... does it have to do with that friend of yours?"

He raises an eyebrow at her as he squeezes the area all around her mounds but doesn't touch them anymore, even sliding one hand to get between them at one point. "What do you mean?"

"Didn't you say you made her a promise?" She scratches the side of her head, confused. "That sounds like something a pony with empathy would do... or at least kindness..."

"Oh, I guess so..." He goes silent as he runs his hands up and down her sides. "I really don't think about it too much, it's just who I am."

"Don't discou... desco... think so little of yourself." She smiles softly, running her hand up his thigh and through his fluffy fur. "You're one of a kind, a loving pony anyone would be lucky to have as their stallion."

"Heh, thanks." He smiles at her as he puts one last bit of oil on his hands. "I wasn't thinking little of myself though, I just didn't think it was that big of a deal because it's who I am, so it's not like I'm going to stop being me."

She blinks, staring blankly at him before her cheeks turn rose-red in embarrassment. "Oh. W-well, that's a good choice, Rhino."

"I'm glad you think so." He firmly rubs the top of her chest and shoulders, meaning he is looking almost straight down at her face the whole time. Rhythmically squeezing, he sweeps across just below her neck before turning back and working the very tops of her shoulders.

She closes her eyes, moaning softly as she lets herself focus on his hands once more. Her own slips, but she's able to catch it at the edge of his groin before pulling away, slightly ashamed it got that close.

His member throbs again just above her, but Rhino doesn't notice as he finishes up. He nods and wipes his hands on his legs to get the excess oil off himself. "I think that's it. Every part of you, save those I wasn't supposed to touch, is now shiny and, hopefully, relaxed."

"Thanks, but you aren't exactly done." She grabs one of his hands, stopping him from wiping it off completely. "You still have one more spot... or, should I say, two?" She smirks coyly, cupping her breast with her free hand. "I did say you could play as much as you want with them, didn't I?"

Even though his length twitches, the stallion rubs the back of his head and averts his eyes. "Oh, that's okay... I'm not gonna hold you to that, especially since I just got done touching pretty much every other part of you..."

Angel quirks her eyebrow at him. "Nervous, are we? Let me help you with that." She smiles warmly, bringing his hand down and pressing it up against her soft breast.

Slowly, reflexively, his hand curls around it and his eyes lock onto it. He starts squeezing it similar to how he was working her body, but now it has more of a sense of exploration behind it instead of purpose. His other hand comes around and latches onto her other breast, leaving him leaning over her as he feels her mounds.

She coos happily, squeezing her thighs together in a futile attempt to hide her growing arousal. "Ooh... just like that, Rhino..."

As his hands continue groping, he even lowers his muzzle to the mounds, nuzzling them tenderly along their pink summits. He moves his palms to lay flat over them before pressing down and swirling them around.

The mare's breath hitches, a gasp cutting off her train of thought. She moans blissfully, rubbing the back of his head. "You know... I wouldn't mind if y-" She squeaks, her tail wrapping around her legs. "You wanted to... use your mouth..." She smiles sweetly, continuing to stroke his mane, moving up from his crest to his crown.

He doesn't respond verbally. Instead, he moves one of his hands off the top of a breast and nuzzles it again, though this time, afterwards he sticks out his tongue and gives it a lick.

She squeals, arching her back to push her breast against his lips. "Y-yes! Just like that!"

His rod stands as tall as it can, but to no avail as it continues being ignored. The stallion's mouth meanwhile, gets its desire as his lips lock around the pert nipple and give it a suck, even licking it at the same time.

She wraps her arms around his head, gasping and moaning lustfully. She can't think enough to put words together, instead pulling him closer and further over the bed. She cranes her neck up and licks along his horn, so lost she is in the ecstasy he's giving her.

Rhino stiffens until her tongue leaves his horn, but others than he continues his ministrations to the most wonderful of pillows. However, another problem presents itself, forcing him to tap her hand as he surfaces. "Hey... would you mind if I got on the bed? Standing and doing this at this angle is kind of killing my back..."

She doesn't answer, instead scooting over along the bed to give him some room. However, with it being a small bed, this doesn't leave much for her to cover before her elbow bumps the wall.

Still, it's enough for him as he quickly scoots onto the bed, sighing in relief as he lays flat on his back. After a moment, he rolls onto his side again, hands once more on her pillows as he nuzzles the one has hasn't given as much attention to.

Angel turns to face him, making it easier for him to get to her breast. She smiles and strokes the back of his head, trying to ignore the object tapping against her inner thigh almost rhythmically.

His ears pricked, Rhino switches tactics again. His muzzle backs off and his hands once again take center stage as his starts massaging and pressing into the mounds, now squeezing the pert pink tops in between his fingers.

She gasps, surprised by the sudden change, but doesn't object to it. She bites her lip, trying to keep her sounds of pleasure to herself.

As he continues playing, Rhino looks up at her, wondering why she suddenly got quieter. Seeing her holding it in, he narrows his eyes and pushes her breasts together before starting to suck and lick both nipples at once to try and force sound out of her.

She cries out, her legs instinctively clamping together as she tries to keep herself in check. This traps a certain part of the stallion's anatomy between her thighs, but she's too busy fighting to regain control of herself to notice.

The sudden warmth and pressure around his length causes Rhino to stop what he is doing and looks down to make sure the unthinkable hadn't happened. Luckily, it hadn't, but the situation still makes him pause for a moment. His shaft however, has no such qualms as it pulses merrily next to an equivalent source of heat from the mare.

Feeling him stop, the mare whimpers, pressing against his hands. As a result, her lower body slides forward as well, and her tail tickles against the tip of his pride. She doesn't pay attention to this, however, pulling his chin up and kissing him passionately, wanting him to continue his ministrations.

Sufficiently distracted, the stallion lets himself fall into the kiss, bringing his arms around her and pulling her close. As their bodies press together, his pride pokes out from under her tail, held tight between her legs just as her breasts are now held tight against his chest.

Angel whines, bucking her hips up against his and rubbing her chest against him. She grabs his higher hand and pulls it down from her back to her flank, wanting him to continue his actions.

His hand automatically starts groping and caressing her flank, pushing them together as much as possible. Meanwhile, he rolls onto his back, taking her with him. His remaining hand now slides between them, now free since gravity keeps them pinned now. It starts playing with a breast the same way he plays with her flank. The entire time they still kiss.

She openly moans into his lips, her tongue pressing against his lips. Even though he has a hand on her rump, she continues to slide her hips up and down, her thighs holding his stiff length tightly as she unconsciously acts on the need to give him pleasure as well.

Rhino lets out a groan, which opens his mouth, beginning the tongue war between the two of them. Feeling her warm wetness rubbing against the side of his shaft, he begins bucking upwards with his hips, bouncing hers when he does so.

She smiles happily, deepening the kiss as her hands cup his cheeks. She moves so she's propping herself up on her knees, allowing him to be the one to thrust between her thighs, her tail swishing behind her and teasing the head when it pokes out.

This serves to work him up quite well, according to his ever increasing thrusts as they slap against her thighs. His back arcs in his pleasure so that his stallionhood grazes everything on its motions now, from flower to rosebud. His hand gets in on it too, pushing her hips down to meet each upward thrust.

Angel giggles and moans, breaking the kiss and pressing her forehead against his. She doesn't even try to hide the sounds of her ecstasy, angling her head just enough to prevent her horn from clacking against his as she leans back in, licking along his lips before sealing them with her own once more.

After more of this, small grunts start coming out of Rhino's mouth as his thrusting becomes harder and faster. The hand on her chest snakes back out and places itself flat on her back, pressing her into him as hard as it can.

Seeing him nearing his peak, she crosses her ankles, tightening the grip of her thighs around him even more to help him along. She pulls away, smiling coyly down at him. "That's right, Rhino... give it everything you got..."

His eyes sharpen as lunges forward, mouth latching onto one of her breasts. At the same time, both hands grip her flanks and pound her onto him as he thrusts a few more times before giving a groan around his mouthful of mare. His shaft starts flooding his seed into her tail, quite a lot too from how long it had to build up.

She coos softly, running her fingers through his mane. "There you go... I hope that was enjoyable for you..." She kisses the tip of his horn, not minding how she was left wanting more. She lets him go, her free hand starting to move around her back before she stops, conflicted. She ends up taking his left hand instead of her original option and squeezing gently.

Rhino pants as he lays his head back down, his length still where it was as he squeezes her hand back. "Heh... Not what I expected when I came to meet you today... Can't say I didn't enjoy it though." He leans up and places a kiss on her neck.

She shivers from the kiss, biting her lip to stifle a moan. "Y-you're welcome." She places a hand on his chest, pushing him away enough to look into his eyes. "This... this isn't going to be a one-time thing... is it? I mean... I-I don't want a one-time stand, after all..."

He places a single finger on her mouth to silence her. "Relax, that's what you had me massage you for, right? Listen... I don't want this to be a one-night, or in this case morning, stand either. But... we both agreed to be just very good friends for now. Maybe, since we're both single, we consider this a sort of... friends with benefits arrangement, but we don't go all the way? This way we both get the... physical release... as well as affection, until we find ourselves with significant others?"

The mare blinks in surprise but smiles, feeling a familiar tingling sensation fill her body. She nods, pulling his hand away and leaning in for another kiss, pausing just an inch away from his lips. "Um... I know we said no touching... you know... but is it alright now, considering..." She trails off, averting her eyes in her embarrassment.

He blushes, nodding. "Yeah... Just sort of passed that point, didn't we? Perhaps..." he lightly presses his lips to hers for a moment, "we consider everything as practicing? What do you think the line should be?"

She gulps, reaching her hand back and gently touching his pride. "How about... deciding what is acceptable, first?"

The still-hard organ twitches, but its owner doesn't mind. "We both have to be comfortable with it, right?"

"I think that's fair." She taps her chin, thinking a bit. "Would you be alright with me... doing this?" Her hand tenderly wraps around his length, stroking slightly as she blushes a bit. She appears to forget he's there for a moment, turning to look at what's in her hand. "I... didn't realize how soft this could be... even while hard..."

Ignoring that last part, Rhino hums happily as his length pulses in time with her strokes. "I'm fine with that... Does the inverse apply to you? Can I touch yours?"

She smiles coyly, letting go of his pride and taking his hand in hers. "I don't know." She moves it so his fingers are right between her flower and her pucker, winking playfully at him before moving her own hand lower. "Can you?"

He smiles back just as playfully, pushing on the between spot with a finger. "I'm not sure... I seem to have missed..." Suddenly his finger strokes one swollen petal. "There they are..."

She squeaks, quickly covering her mouth in embarrassment. "O-okay... w-what about this?" She leans up, licking his horn from base to tip, kissing it before pulling away to see his reaction.

He has to forcibly uncross his eyes afterward, but still nods. "Odd... But fine... You?" He repeats the action, but to her white horn.

Her body collapses from the lick, suddenly limp. "I-It's... good..."

He smiles at her reaction, kissing her on the end of the nose. "Alright... umm... what else to cover..."

"I can... think of one thing..." She struggles to prop herself up with her arms, smiling impishly at him. "How good are you... with your mouth?"

He thinks a moment before answering. "Well, suffice to say, my work on your chest was just me winging it." He wags his tongue teasingly.

"Good." She grabs his tongue with a wet finger, winking at him. "How about... elsewhere?"

He reclaims his tongue when she lets go of it, an odd but not unpleasant taste on it. "I... think I'll warm up to the idea. It's probably one of those things I'll get into when we're in the moment."

She nods, giggling brightly. "Then I have no qualms with using mine... elsewhere." She gets up and turns over, laying her back against his belly and her head against his chest. "I can't think of anything else... can you?"

"Well..." his hand plays with the inside of her tigh, circling around her flower but not touching, "what all does touching allow? Is it purely touching the outside or...?" He let's the question trail off.

She blushes, squirming a bit on top of him. "W-well... I guess it's alright... b-but please be careful..."

He takes her hand in his other one. "I take it you still have your... proof of purity, and you want to maintain that?"

She nods, her face flushing enough to look like a tomato. "I-I do..."

"Then I promise not to go deep." He nuzzles the top of her head. Meanwhile, his hand slowly trails up and down next to her flower, down to her tail base, and back.

She blinks, feeling his fingers and getting a thought from them. "What about... anal?"

His hand stops. "Umm... I'm not actually sure about that one... I know some like it, but others say it hurts, and most say you need to sort of...clean yourself out beforehand... What do you think?"

"I... I'd like to give it a try... see if I like it, and all..." She gulps, her tail wrapping around his pole. "And... that last part shouldn't be a problem..."

"Ok... I think that should be everything." He strokes her mane with the hand not in her nethers. "Huh... I wonder what we call this arrangements... friends with benefits, friends with affection, friends with kinky fun times?"

"How about... close friends?" She giggles, leaning into his motions. "I think that defines us fairly well... unless study buddies sounds better..."

"I think study buddies sounds good." He chuckles and nuzzles her again. "We just study some things besides classes."

"Yep!" She turns and kisses him, placing her hand on his on her thigh. "When would you like to study some more? Tomorrow, maybe?"

"Sounds good. You'll have to tell me how your element alignment test goes today." He draws small circles on her thigh with a finger. "Should I expect another 'study' outfit like yesterday's? Or is that just a thing that's going to happen when we do stuff like this? Because, I have to tell you, I wouldn't mind having a nice view when we're actually studying."

"I think I'll wear them for both... but tomorrow..." She turns to her closet, smiling coyly. "I think I'll let you decide on the outfit."

"Spoiling me already?" Another chuckle comes out of his mouth. "I look forward to it. For now though, we both have a decision to make."

"Oh?" She tilts her head, quirking an eyebrow at him. "What would that be?"

"Whether to lay here longer..." He gives her a light kiss. "Or to go ahead and clean up... because we both need to. Though I'm probably gonna end up going commando until I get home do to your little eruption earlier." A teasing wink follows this last statement.

"Hmm..." She slowly sits up, stretching luxuriously. "I think we should clean up... but I would like your help..." She giggles, waving her tail at him between her legs. "You did get my tail messy, after all."

"I suppose that's fair..." He slyly licks her neck. "Lead the way then, this is your idea."

She blushes, standing up and grasping his still-hard erection. "My, my. Aren't you being bold all of a sudden." She winks, squeezing him playfully before gesturing to the bathroom door. "This way, stud."

He stands up out of the bed, sparing a pleased glance at her rear before looking up at her face. "By your leave."

She giggles, pulling him behind her by his pride into the bathroom, and then the shower.