Octavia pulled her bass into the stage's closet, packing it into the case it had been stored in every day after practice and after every concert since she got it. She loved to play for others, and especially liked to play it for her friends. But She remembered how much of a hassle it always is to lug it around. She took it out of the closet, in it's case, and laid it down out of the way on the same wall as the door went through, but not near the door at all in case someone were to get any bad ideas.

Once she was satisfied that it was safe enough, she hurried out the door and into the streets of Canterlot. She almost had forgotten her manners, but still made her way quickly to the train station at a skippy trot. She ignored everyone who went up to her to converse with her. She just continued to trot towards the train station, a big smile on her lips. Most of the questions were, "Why are you smiling so big?", others were, "Can I talk to you?", or, "Hello Octavia, dear!"

On her way, the only thing that stopped her was Celestia herself. Instead of wanting to talk to her, she gave her a letter.

"Spike, my messenger, is feeling sick, mind taking this to Rarity? She will know what to do."

"Sure can!"

Octavia took the letter and went to put it in her travel bag, but remembered that she had left it in the theater.

"Oh dear, I don't have my travel bag.", Octavia gave back the letter.

"No worries. I found it int he theater when looking for you. This is the day you visit...Her...is it?"

"Indeed it is. And thank you your highness, I can't really go anywhere without my travel bag.Thank you very much!"

Celestia put Octavia's travel bag on her and the gray mare set off towards the awaiting train. The ride there was rather long, as Octavia couldn't wait to tell Rarity the news about her life. Though, she was an ordinary rich citizen who lived in the classy city of Canterlot, she was still a gold mine of information for Rarity about what happens there. Octavia realized it's probably one of the two reasons why their such good friends.

The train finally made it to Ponyville and Octavia held back a squeal. She hurriedly took off her pink bow tie, storing it in her travel bag. She hurried off the train and began at a galloping speed towards Rarity's boutique and home. The run was quite short, but still left the unfit mare breathless. She waited outside and caught her breath quickly, then opened the door to the boutique.

"Oh, Rarity~! Guess who!", Octavia called out.

Octavia was blasted with the smell of something sweet. Or rahter mostly sweet, but a bitter hint. The entire boutique smelled like it.

Rarity came around the corner of the doorway, her reddened cheeks outlining her tired eyes.

"Octavia? Uhm...this is...", Rarity started.

"Rarity? You ok? You look like you're severely embarrassed. As much as you look like you slept! You have bags forming under your eyes."

"I know, I know. It's...just that time of the year."

"It's the time of the year? But that..."

"I didn't say the time of the year, I said THAT time of the year. I start off earlier than others though."

"That...time...?"

"Yes. It's going to be mating season very soon and I don't want lusty pleasure to go to my head and wake up next to a stallion I don't know. Or worse."

"What could be worse than waking up next to a stallion you don't know?"

"Waking up next to Spike, that cute baby dragon."

"Rarity! My word!"

"Calm down, it's never happened before. I just don't want it to ever happen. And if it to ever happen, atleast when he's older."

"Well, you seem quite fine with the fact that you could sleep with that dragon."

"I know, it's a shameful thing. But it's quite alright in the future, just as long as bad things don't result from it."

"But that's still a dragon!"

"I know, I know."

"You need something to help you get past it. self pleasure can work."

"I'd rather not, it's un-ladylike."

"Rarity, I know you don't want to, but it's still the truth.You'll snap soon, it's obvious. You have to atleast do something."

"...Why are you blushing too? Are you serious? Really? I thought I'd never be asked that by another mare!"

"Rarity! It's not my thoughts, it's that aroma in this room. Because of you. It's just...intoxicating."

"Oh, sorry about that. Well, if you don't want to be here, it's fine with me."

"No, this is our usual monthly meeting. Why leave?"

"Good point. But, I'm exhausted and it's nearly sundown."

"You're right.", Octavia looked out the window.

"Well, instead of the usual arrangement where we shared a bed, I pulled another upstairs. Was not easy to do. Though, it is as comfortable as mine. Same firm mattress, same fluffy pillows, same color."

"Rarity, you didn't have to. If you didn't want to have the usual arrangements, I could have just slept somewhere else!"

"Nonsense! You should have a bed, you deserve it!"

"Well, didn't sleep the entire trip and I've been up since...I don't know. But sleep sounds good right about now."

Well then, let us retire for the day. It is almost night after all. Never hurt anyone to sleep early."

Octavia nodded and they both began upstairs. Like downstairs, the upstairs area was filled with the mostly sweet, partial bitter smell, but stronger. The more it did, deeper the red of Octavia's blush became. The room which The two were to be in had two beds indeed. Exactly the same. Except that the one to the right was messed up, sheets half of the bed, pillows kicked onto the floor, and the mattress partially slid off.

"Rough night last night?"

"You have no idea.", Rarity replied.

"Well then, I hope you can sleep tonight."

Rarity smiled at Octavia, then assumed her position in her bed. She neither laid on a pillow, or a blanket, just in a spot which had been stripped of both. Some other spots of the bed were darkened by certain events the night before. The more she thought of the fact and smelled the aroma which Rarity left behind in the room, she became more and more embarrassed and felt naughty because of it.

She quickly assumed a spot int he center of her bed, curling up in the thick blankets as it got cold int he boutique at night. The smell of the freshly washed blankets drowned out the smell of Rarity's heat, making it easier for Octavia to relax. She was having a good time just sleeping.

But then, as her sensitive musical ears heard the slightest peep from Rarity, she awoke. Rarity moaned silently, once or twice every minute. They were short, a simple, whimper of a moan following after every few. Octavia blushed again and rolled on her back, dragging her nose from the covers.

She realized what she just did, but didn't turn back over into the berry smell of the sheets. Rarity's heat hit her dead on, like a drug being given directly to her.

Octavia squeezed her eyes shut. No way was she going to let her lust be the greater strength of her. Rarity was her friend, and therefore, she wouldn't violate her friend like so.

She tossed and turned, trying to find the berry smell of the blankets once more, but even if she stuck her nose into the blanket and breathed, she still smelled Rarity's heat.

Finally, she had enough. She couldn't resist the ache between her own legs, and she knew she could solve the problem which they both had now.

Octavia silently got out of the bed, giving her friend in the other bed a long hard look. She had made up her mind. A few steps was all that was needed. She was at the edge of Rarity's bed. The smell of her heat at it's strongest here. Octavia swore that she could get drunk of the smell just by standing there, but she dove further, crawling onto teh bed.

Rarity was on her back, legs clamped shut, and arms hugging her tightly to try and push the burning urges out of her body. But it did not obscure Octavia's view. Octavia crept over to position herself between Rarity's legs and lay down herself, legs spread wide behind her.

Octavia gave one thought to another and each brought her snout closer to the sweetly bitter smelling spot in between Rarity's legs. Octavia looked at the unicorn's snatch with lustful intentions, then leaned in closer, giving the outer rim a long lick.

Rarity moaned deeply in her sleep, half startling half encouraging Octavia to continue. The unicorn had loosened her hind legs and they spread to the sides, giving Octavia a better amount of room to eat her out. The moans continued for some time, till the unicorn woke up.

Rarity, nearing her orgasm, looked down to see Octavia positioned between her legs, snaking her tongue over and into her snatch. She gasped, both from astonishment and from the wonderful feeling when Octavia nibbled on her clit.

"O-...Ohhh...Oc...Octavia!"

That was all Rarity could say before she climaxed. Octavia sensing the beginnings of it, opened her muzzle and put it over Rarity's snatch, encompassing it. Every drop Rarity gave off never met the sheets, traveling into Octavia's mouth where it was hungrily swallowed. Once Rarity's orgasm ended, she lay limp, neither shuddering nor breathing hard. In fact she was silent, eyes half lidded, and the burning sensation in between her legs satisfied.

"Hhhhoctavia...", Rarity moaned lowly.

Her after glow stayed for several minutes, leaving her quivering in the feeling. Though, Octavia was no longer between Rarity's legs, but on her side, staring at a single spot on the wall, her cheeks as red as roses.

"Octavia...", Rarity started, "You...Why did you do that?"

"It was a better idea for the both of us. I couldn't get the thought of it out of my head, the intoxicating smell driving me straight to it. You, you wouldn't stop moaning in your sleep asking for it, just begging me to."

"I beg your pardon? I do not beg in my sleep!"

"You sure as hell did with every moan Rarity, don't deny it. You had this coming once you actually thought of letting me stay. You can't tell me that this didn't run your mind as a good idea."

Rarity was guilty enough with having let the gray mare pleasure her.

"I did.", she admitted, "But I was hoping it would be on better terms."

"Hmm?", Octavia looked at Rarity, who, by now, was sitting up.

"I was hoping to work up enough courage tomorrow and...ask you...but I guess neither of us could wait."

"Rarity, we're good friends. Neither of us have been with a stallion. We've been friends for years, why not take it a step further? As partners."

Rarity, if not blushing before, would be blushing from embarrassment now. She never thought of it that way, nor did she think Octavia would accept it.

"You..you mean..."

Octavia got up, advancing slowly upon the white maned mare till she was over her. She laid on top of Rarity, letting her hind legs hang ont eh sides of her stomach. She took a pillow, setting it under Rarity's head.

"Lets just enjoy this night. Together."

Rarity smiled, then was shocked at the new pleasure her friend was giving her. Octavia was running her tongue along her horn, slowly and lightly. The tingles made Rarity's hair stand up, and she clenched her eyes.

"O-Octavia...Wh-what are you..."

She engulfed the horn, then began suckling on it. Rarity gasped at how good it felt. Her horn, never having felt such attention, glowed with her blue magic. Octavia, the one pleasuring the unicorn, could taste the magic.

As easily as the gray mare had started the weird pleasure, she stopped, leaving the panting mare beneath her panting.

"Why'd...Why'd you stop?"

Octavia stood from on top the white mare and walked to the point where Rarity's snout was just below her snatch. She didn't ask any questions of why and gave the wet entrance a long lick, making Octavia shudder.

"Not quite what I had in mind, Rarity."

Octavia drew forward, aligning herself with Rarity's horn. A quick movement later and Octavia would be seen as sitting on Rarity's head. She shuddered just as much as Rarity did. Rarity's horn was lubricated, as Octavia planned it to be, gliding easily in and out as Octavia rolled her hips.

"This...Seems like an interesting position...But it feels great...", Rarity spoke.

The heavily breathing Octavia took a deep breath to speak.

"I did plan it. I've seen others doing it to their unicorn mates. So I thought I'd try it myself."

Rarity didn't complain. Though it seemed a little weird that her oldest friend was slowly rolling her hips against her horn, reaching great pleasure for the both of them. Octavia slowly rolled her hips back and forth along Rarity's horn for what seemed like hours, the both of them having lost track of time in the process.

Rarity allowed the pressure to build to the point where she felt like it was causing her a headache and even then, she didn't care. Octavia rolled her hips backwards only a few more times and brought upon her own climax. The convulsions from her inner walls encouraged the climax of Rarity' horn, mixing cum with magic into a thick, sticky substance.

Octavia fell into her own first afterglow. Though, Rarity lay completely immobile and deaf. Her horn was covered in both cum and liquid magic, her friend, leaking the contents onto the bed.

Though neither were completely satisfied. Octavia repositioned herself with Rarity int eh 69 position. Both were barely locked in each others arms as they hungrily lapped at each other's snatch. Rarity convulsed a few times when Octavia passed over her overly sensitive clit, and when Rarity bit Octavia's nub, she would stop, giving a gasp of heavy pleasure.

The naughty actions of the night continued on for hours, the two relieving themselves over and over again with each other. When the time came that they were both exhausted, they lay next to each other as Octavia cleaned the remnants of cum and magic from Rarity's horn. The two were in a loving hug, placed under the covers of the bed which Rarity brought in for Octavia.

"Octavia?", Rarity finally spoke.

"...Yeah?", the gray mare replied, not even opening her tired eyes.

"Thanks for being my best friend. My closest friend. My...mate."

Octavia smiled, "It was my pleasure."

Though, the lust filled night was over, the new friendship was stronger than the two shared with anyone they ever knew.

End.