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Friends With Benefits

by L0rd0f7hund3r

Chapter 29: 29 911 Is a Joke (in My Town)

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29 911 Is a Joke (in My Town)

My apologies to Public Enemy, but given some of the crazy going on in this chapter, the title is wildly appropriate.
It was absolutely painfull to write a drunk and depressed Fluttershy. I don't think I'll be doing that again… I honestly don't know if that hangover cure works or not. And I won't suggest trying it; the last hangover I had (one too many coke-and-whiskeys,) I didn't try anything other than downing some Aleve and going back to sleep.
The "Trixie-goes-straight" routine in this chapter was inspired by Lulamoon's Castle by Bookish Delight. It's a good read and more than a little heart wrenching. I suggest you give it all your likes and faves! :twilightsmile:
NEXT CHAPTER: WE'RE DOING THE TIME WARP AGAIN!! MASSIVE SPOILER ALERT!!!


29 911 Is a Joke (in My Town)


Ah, them was good times! Muffins, great friends, lots of laughs, what could make a night better? Oh, God, the muffins Derpy wanted me to try! Double Fudge Almond muffins- so delicious! Derpy was gonna make another kinda of double fudge muffin, but somehow she managed to get some almonds in the mix. She's highly allergic to almonds, from what I saw. Her face was all puffy from the allergic reaction. (I can still hear Derpy through her swollen cheeks saying her signature line, "I just don't know what went wrong.") Huh, I didn't think equines had human allergies; shows what I know. Anyway, The Derpster, Dinky, Turner, and I had a gay ole time! Like I said before, lot's of laughs. Like all good things, it had to come to end. Derpy has work in the morning, Turner is going out of town for a little while (to fight some Cyberponies, I think!), and DInky has school in the morning. As much as I hate to admit, I was getting a tad drowsy myself, so I excused myself from further festivity with many apologies. I'm currently on the road to Sweet Apple Acres, on the way to my flat.

Huh, that's odd. The lights are on in my apartment. I coulda sworn I shut everything off. (Esmer here! Uh, I'm pretty sure I powered down all of your equipment, too, Boss. There shouldn't be anything on right now, not even a light bulb.) Thanks Esmer. I was more than certain that my house was locked up when I left earlier today. I know of only two ponies that have the key: Applejack and Fluttershy. I would suspect Rainbow Dash, but all of my doors and windows are triple reinforced with plexiglass after an amourous Dash successfully crashed into my bedroom, smashing a beautiful set of French doors I had just installed in the place. It can't be Ay Jay; I paid rent last week, down to the last bit, so she can't be waiting for me to turn up with the rent. So that could only mean Flutters.

My door is ajar. If Dash is inside, I'm gonna break her, hard. I'm sure she saw Flutters and I on Hearts and Hooves Day (she was sullen all that day afterwards) so there's no reason for her to be here. Unless she thinks I'm going to punish her like that time she was attempting to rut that Pegasus stallion the one time… Hmm, I smell liquor. It's definitely not the hard apple cider Ay Jay makes. I'm going in now… Now what is this? A bottle of- Luke Skywalker Whiskey? I want to groan at the obvious product placement here… Hey, that's crying. I hear crying. And it sounds like Fluttershy. It's coming from the bedroom- Whoa… Flutters is crying. It looks like she's been crying for hours now. I see another bottle of Skywalker Whiskey in her hooves. Has she been drinking? I didn't know she drank…

"Flutters?" I call.

The golden Pegasus hiccups and turns to me. Her eyes are bloodshot and filled to bursting with tears. My heartstrings, they be pulled.

"S-Stevie? *Hic!*"

"Yeah, it's me, Flutters." I answer, "What are you doing here? Have you been drinking all night?"

Another hiccup, and Flutters says, "Nooo, I haven't been *Hic!* drinking all night. Maybe most of the evening… *Hic!*"

"Flutters," My marefriend's behavior is starting to worry me, "what's wrong?"

Fluttershy doesn't immediately answer. She, instead, raises a bottle wielding hoof and belches loudly. Well, loudly for the softest spoken pony in Equestria, anyway.

"*Hic!* H-here's to Herman, a *Hic!* baby bhunny! "

The name strikes chord within me. The other day, Flutters was approached by a cluster of rabbits carrying a small litter. On the litter was a bunny, badly injured. According to Flutters, their herd was chased by a triad of manticores. The poor bunny, who Fluttershy started calling Herman, was caught in the first wave of the attack. I helped Flutters with the mending of broken bones and application of bandages. Even with Fluttershy's healing hooves and positive manner about his injuries, Baby Herman looked ready to shuffle off this mortal coil. That was a week ago. Flutters and her friends must have come back just this evening. Then that must mean…

"Oh, no, Flutters," I cried, "when?"

"Tuday," Flutters mumbles, "just *Hic!* before we got back."

"Oh, Flutters," I say, trying to sound consoling, "I'm so sorry."

"*HIC!* Her-*HIC!*- man!" Flutters cries. She breaks down a fresh wave of tears. I move to sit next to her on the bed and put two comforting arms around her neck; I nuzzle her forehead, trying to clear off the the waterworks with my own skin. This sad parody of Fluttershy breaks my heart. Couple that with her intoxicated state and I honestly don't think she'll get through this night alone.

There's a part of me right now that is burning savagely, fuming with rage. I want to hunt down these manticores and render them limb from limb. This side of me wants to tear out their hearts and rip out their spines. It wants to quench the thirst brought on by the brutality of it's actions by sucking on the the lifeblood of it's victim's hearts. The vengeance fantasy is so tantalizing, I actually consider doing it. Then the more rational part of me considers what would happen if I got killed chasing those things down. How would Ponyville react to the only known intelligent human getting mauled to death by those creatures? No, forget Ponyville, how would The Element Bearers hand it? No, worse, how would Fluttershy handle it? No, I'm not going to avenge Baby Bunny Herman. What I will do is comfort Fluttershy until she's sober and better able to handle this. Speaking of which, Fluttershy is- taking off my shirt?

"Uh, Flutters, what are you doing?"

She hiccups, and on doing so, her face takes an ugly shade of green; I hope to God she doesn't puke on my bed. Me, I won't mind as much, I think.

"I think that's pretty obvious," Flutters croons, "I wanna see you naked. I need your D, like now!"

"Are you sure, Fluttershy?" I query, "You're pretty wasted."

Another hiccup and the green hue on her face has turned an ugly pea green, "And you're pretty, for a hairless monkey."

"Hey!"

Then she topples on top of me. There's a lurid look in her eyes; Holy Christ, if Arr Dee was horny when she was drunk, then Flutter's is practically become a nymphomaniac under the influence of all that whiskey!

"Mount me, Big Boy!" she says, her voice lustful.

She rolls onto the bed, landing a little awkwardly on all fours, then presents her plot to me. I'm ashamed to admit this, but my penis went from totally limp to thoroughly erect witnessing that. I quickly strip out of my remaining clothes and settle up behind her. My member is quivering in anticipation. That rational side of me that offered counterarguments for avenging Herman was now wondering if I was taking advances on Fluttershy in her vulnerable and drunken state. Then the part of my brain that was all ego, all the time, said, "MOUNT THE BITCH!" I had some trouble refusing that part.

Even drunk, Flutters is silky smooth and wet. I have no trouble getting myself inside her. Her passage is throbbing, like always, but now there's seems to be no measure of self control. Her vaginal walls are pulsating so wildly around my erection, it's wonder I haven't cum yet. I start thrusting, and Fluttershy abandons and self control she has.

"Harder, Stevie!"

I comply, but with her hidden temple is fluctuating so wildly, I can harder thrust any harder without doing some kind of damage. The mare under me doesn't seem to care. Either because she's drunk, randy, or a combination of both, she's grinding her plot onto my junk. The sensation isn't unpleasant, but but would it kill her to issue a warning?

"Yes, yes, just like that, Stevie! Now, HARDER!"

I'm trying, oh am I trying! In this state, she's so tight… She'd make a vacuum envious, given how much her Kegel muscles are wrenching my crank. Given the duality of our action, I'm having some trouble keeping a good grip on Flutters…

"Grab my wings!" she demands.

Okay, that's a little weird…

"Now pull 'em!"

I do, not very hard. It's my understanding that a Pegasus' wings are very sensitive…

"HARDER!"

I pull, grabbing her pinions and whatever else I can hold onto with those feather appendages, I pull, no, just about yank on Fluttershy's wings. The effect was instantaneous; Flutter's body convulsed as she rode a wave of euphoria. Her love shaft convulsed as well, wringing my manhood to the point of rupture. I'm at the precipice, the point of no return; my release is imminent. I'm actually a little disappointed; we usually last a while. (Our record is twenty five minutes. When we finished, we were both so exhausted we promptly passed right out.) I don't think we've gone for five minutes, let alone ten. Fluttershy has never been this tight before…

Okay, this it. I can't go on; my testicles are bulging with essence. If I don't ejaculate now- I don't know what will happen, but it won't be pleasant. I yank again on Flutters wings. Her body convulses again, an explosive orgasm rushing through her body. As her love canal ripples against my shaft, I explode. I can feel my member twitch as spurt after spurt of semen spills deep inside of the mare beneath me. She is panting hard and her eyes are clearly unfocused. Either from the wonderful orgasms she just had or the drink, I rightly can't say. I'm still spurting, but Flutters is passing out. She's now spread eagle on the bed and my orgasm is still ongoing. I'm spewing spunk on her flanks, her back, into her tail and onto her dock. It would be highly erotic of Flutters were conscious.

I spurt for at least another five minutes. I can feel sleep trying to claim me, but I don't want to leave Flutters with cum sticking to her body. I'm going to get a wash cloth. I think I have a few laying in my linen closet. Yeah, here they are, pristine, clean, and smelling fresh. I did laundry this weekend and my towels are still fluffy. I'm not gonna bother with clothes right now; I mean, come on, it's the dead of the night! Who's gonna see me?

I need to hit the latrine, anyway; I gotta drain the lizard or I'll be awake most of the night. I guess that is one saving grace of my age: I still have a fairly functional prostate or else I would be voiding my bladder a few ounces at a time. When I get back, I'll clean up Flutters and hit the hay myself. Tomorrow's gonna be a hassle, I can tell.


From the daily journal of Steven Ambrose, Entry Number Sixteen:

I'm writing this entry early, just so I can keep the recollection as tight as possible. I don't want to wake up Fluttershy, either; she's still passed out from last night. I hadn't expected Herman to die, but that's what he did yesterday evening. Fluttershy was understandably upset. What I can't fathom is Fluttershy intoxicated. And damn, was she plastered last night. En vino, veritas, "in wine, the truth." That was another surprising thing about last night: Flutters likes it rough. How was I to know? She's the most genteel pony I know! I'll save that discussion for another day. I really need to get a move on; I have a funeral to plan and invites to send out. I wonder if Pinkie Pie can arrange a wake?

Applejack is there to greet me when I head out for the mailbox. Judging but the bulging piles of letters in it, I can assume Ditzy has already been this way. Ay Jay is sorting through the mess. It's weird, though. She has a blush on her face that's at odds with her peachy coat. I wonder what she's thinking…

"Hey there!" Ay Jay calls out.

"Howdy!" I call back.

"Mail call," the farm pony says, "got a few letters here fer ya."

"Ah, good," I reply, "I kinda figured I'd get something."

"Say, Steve," Ay Jay starts, "you didn't happen to have enny- guests ov'r la' naght, didcha?"

"Actually," I answer, "Fluttershy was over. She was in a state; a bunny she was treating died last night."

"Aww," Ay Jay said, "that's a shame. Was she cryin'?"

I nod, "And drinking. She finished off nearly three bottles of some whiskey I've never heard of."

"Skywalker?" Ay Jay says.

"Howdja know?" I query.

"She keeps that stuff on hand for 'medicinal purposes.'" Ay Jay says, "Don't use all that much. From what Ah udn'rstand, she has a reserve of th' stuff, some fifty cases or so."

"That's a lot of liquor…" I comment.

Ay Jay nods, "I've never seen her drink 'fore. That must explain all the wailing she I he'rd las' night."

A flash of guilt crosses my mind before I reply, ""Yeah, she was really broken up."

"She okay?" Ay Jay inquires.

"Dunno," I answer, shrugging, "She passed out. She's probably gonna be hungover this morning."

"Well," Ay Jay says, "if she's really bad, you can try a hangover cure Granny Smith taught me."

"I'm all ears."

"She'll need to drink a bit of whiskey before ennythin'." Ay Jay informs me.

"Okay," I respond, "then what?"

"Then she's gonna need to eat. Hash browns and pancakes will do th' trick. Don't give her enny wat'r. Worse thing ya can do when yer hungover is drink wat'r."

"You know this from experience, don't you?"

"Eyup," Applejack confirmed, "works like a charm. Bett'r th'n a hooffull of aspirin and a three hour nap."

"I'll take your word for it," I say, then I notice something, "anything else you wanna say, Ay Jay?"

"W-what?" Applejack stammers before regaining her composure, "No, no, I'm good."

I nod and walk away. That was odd behavior for Ay Jay. I know she categorically unable to lie, but I don't think she was telling the whole truth. I should ponder this later. Flutters is gonna need me when she comes to. And, oh boy, is she gonna have the mother of all migraines! I don't have to have magic or psychic abilities to hear Flutters stirring about in pain. She's moaning loud enough for everypony to hear a hundred mile radius. I'm guessing somepony can't hold their liquor…


"My head," Flutters moans, "what happened last night?"

I hold back a chuckle as I inform her of last night's crazy.

"Oh, my!"

"Yeah," I confirm, "you were completely wasted. I didn't even know you liked it rough. If I had, I would have added some new tricks to my foreplay routine…"

"Please, Stevie, not so loud," Flutters requests, "I am so hungover."

"That's to be expected when you down two and three quarters bottles of whiskey." I explain, "speaking of life's happy poison, you're gonna need a shot of this."

I hand Flutters a shot glass of whiskey; she downs it in one. The wince on her face, while cute, is a reminder that she's not world class pubcrawler. The grimace on her face after the shot goes down tells me she was not looking forward to the cure.

"Egh! Yucky!" So cute…! "Why do my wings hurt?"

"Well, you did ask me to pull on 'em." I answer.

Her eyes go dinner plate wide, "Was I really that drunk?"

I nod, and she says, "Oh my! I hope you don't think too poorly of me…

I reply, "You were heartbroken and needed a shoulder to cry on. While my shoulder didn't get much use, at least I know you think of me when your world goes dark. Here, eat your breakfast."

Fluttershy munches on the pancakes, her eyes are half lidded. Eyup, alcohol induced migraine. I wonder if I have any painkillers left over…?

"I hope that I didn't make myself as big a putz as Rainbow Dash did." Flutters comments.

"Say what?" Okay, I'm in a panic!

"We had some time to kill while we were waiting for the train to Rainbow Falls. She told me about her- drunken escapade."

"She did, did she?" I did not just make with the nervous laugh.

Fluttershy nods, "She also told me about the late night romp she had with you. What do you have to say for yourself?"

That- fucking cunt! I sigh, letting out a mountain of tension. I hadn't known I was holding this in, but now that it's out in the open, I have no choice but to soften the blow.

"I regret everything."

Strangely, Flutters isn't teary, "There's a lot to you I don't know. But, seeing as we weren't together at the time, I have no problem forgiving you."

"Well, that's- very nice and mature of you, Fluttershy." I say, "but I'm not off the hook yet, am I?"

"No," Flutters affirms, "but it's not as bad as you think."

"Come again?"

"After Rainbow confessed to me what happened," Flutters answers, "I figured that it was a little selfish of me to keep a good stallion like you all to myself."

"I don't know if I'm liking where this is going."

"'To err is Pony, to forgive, Equine.' I think it's time I helped you form a herd."

"And what exactly does that mean?" I puzzle.

"I'm not sure if Twilight explained this to you," Fluttershy explains, "but ponies usually form herds around a single strong, virile stallion. In Equestrian society, it's actually expected. Do you know the number of stallions to mares in Equestria?"

"No," I confess, "enlighten me."

"Twenty-five mares for every stallion," Flutters says; I give a low whistle at that statistic, "in Ponyville, the numbers are greater, something like forty-two to one."

"Wha-?"

Flutters nods, "Mhmm. I don't think, in all honesty, that I should keep you to myself, when I have my friends to think of. So, if you wouldn't mind, I'd like to see if any of my friends wouldn't-"

"I dunno, Flutters," I interrupt, "I have enough trouble keeping you, I don't know if I can manage a harem…"

"It's okay, Stevie," she assures, "you don't have to think about it now. It's just an idea. To be honest, I don't know if I want to share you. But it would be really unkind if I didn't make an attempt to spread the love… Sorry."

"You know, Flutters," I say, "I- I'm a little nervous about the prospect of dating more than one mare, but- if it will make you happy, I could give it a shot."

Ooof! Flutters is smothering me now! Oh, but her body is so warm… Her aroma is exhilarating…

"Hey, Flutters, before we start talking about herds and who among your friends you'd like me to hook up with, I have something I wanna try with you."

Flutters looks up from her nuzzling of my neck, "What did you have in mind?"


We both fall exhausted on the bed. My testicles are sore but at least they're empty and my more primal urges are tampered down for the now. Flutters is breathing heavily, a blissfull look on her face. Something tells me Dash never told her just what exactly she and I did that one night…

"Wow!" she breathes.

"Didn't think it was like that, huh?"

"No!" she giggles, "I'm going to sore for days! My dock is going to be swollen for hours…"

"You wanted to know what Dash and I did that night. Well, there you go!"

I take a quick glance at Fluttershy's plot. Her anus is still leaking seminal fluid. She took it like a champ, though.

"So, how did you like it?"

"It was great!" Flutters exclaims, "At first, it was a little weird. I mean, fudge comes out of that end. But once I relaxed, it was- It was-"

"Nice? Exciting?" I say.

"The hottest sex I've ever had!"

"Then we should do this more often."

Fluttershy nods. I can see a glint of naughty in her eyes. This is gonna be the best morning ever!


After sending Fluttershy back home with a promise of setting up a funeral for little Herman, I got in a shower, shaved, brushed my teeth and got dressed for the day. I don't normally wear all black, but today I felt like going for a Johnny Cash look. Applejack was the first on my list of attendees. She had chores for most of the day, but she agreed to stop by that evening. Next up was Rarity; she wasn't as receptive to a rabbit funeral, but when I pressed on about Fluttershy's already unstable emotional state, she relented. She said she would need to prepare some formal funeral attire. I left her to it. Pinkie was a little choked up about the news but was elated when I told I wanted her to set up the wake. She promised she would keep the whole affair somber but lively.

Twilight and Rainbow Dash were gathered in Golden Oak, so I didn't need to hunt down the two mares separately. Dash wasn't big on funerals, but said she would do a flyby for Fluttershy. Twilight was saddened by the loss and agreed to turn up. I explained she didn't need to be there in an official capacity and that seemed to relax her a little. Spike wasn't coming, Twilight told me, but she would see if he could whip some treats for the wake. Satisfied that I had a decent crowd for the funeral, I left Golden Oak en route to The Menagerie. No sooner did I step out the door did I get greeted by the pony I was hoping to avoid: Trixie.

"It is time you met your fate, Ape. So says the Great and Powerful TRIXIE!" the stage magician bellowed.

How does the axiom go? "What somebody doesn't know won't hurt them?" In this case, nothing could be further from the truth. I had learned from an incident with Dinky that a unicorn's magic (likewise alicorn magic, too) can be canceled out if you tap or grab their horn. I had practiced some speed maneuvers over the past few days and I had the upperhand over the spellcaster, not that she knew. Just a quick thought that I need to be the wind… Yeah, there we go! Time has slowed down for me, but time relative around me stays the same. I can now move ten times faster than I normally do.

"Prepare for my wra- Hey!"

Oh, God, this is funny! I have Trixie by the horn in my right hand. She's flaying with all four legs, as I got her three feet off the ground. Something tells me she wasn't ready for this.

"Let go of me this instant," Trixie commands, "the Great and Powerful Trixie commands you!"

"Yeah," I muse, "that ain't gonna happen." Then to Esmeralda, "Esmer, I need a quick 'port for two."

My fairy of an ancilla emerges in a flash of bluebell, hovering just over Trixie.

"Where to, Boss?" the construct asks.

I order, "Home base, and don't spare the neutrons!"

Esmer glows to a brilliant royal blue and says, "You got it, Boss! CON-TACT!"

A flash of white and the magician and I are at The Castle of the Royal Pony Sisters. CotRPS is as far away as I can be from Ponyville without leaving the valley it rests in. It makes the perfect stop for a one-on-one conversation with a madmare.

"Let go of me," Trixie demands again, "I command you to release me! And just where are we?"

I bring Trixie to my eye level, which is at least another foot and half higher than she was before. The fright in her eyes is almost worth the amount of energy I'm using to counteract her arcane energies.

"Let's step into my office." I say, and I march the two of us into the castle. Esmer is floating around Trixie's head; the spellcaster is mesmerized by my ancilla's miniature form.

"She's pretty, Boss," Esmer says as I make my way to High Command, "are you gonna mount her like you do Miss Fluttershy?"

"Perish the thought," I say, after looking at Trixie's horrified face, "she isn't deserving of so sweet a prize."

"Tell Trixie the little Breezie is kidding…" Trixie murmurs.

"Esmer doesn't lie," I tell the unicorn, "besides, all Twixie and I are gonna do is have a nice little chat."

"The name," she seethes, "Is Trixie, The-"

"Great and Powerful, ya, ya, I've heard that line before." I interrupt, "You couldn't come up with something more original?"

This gobsmacks the showmare; she stays that way until I have have us deep in the bowels of High Command. That's when she starts shaking, probably from fear.

"I'm gonna set you down now." I explain, "Don't try anything because it isn't gonna work. This the Terran Empire High Command Center; the place has a number of magic cancelling fields already in place. Your spells are gonna fail, no matter how much power you put behind them."

I set the unicorn and sure enough, she does try something as soon as my back is turned. The surprised squeak she gives off when her spell backfires is, in it's own way, highly satisfying to hear.

"Told ya," I say.

Trixie grunts audibly as she rises to her hooves, "So you did."

"Are we calm now?" I question, "Or do I need to hit you with that beam again?"

"The paralysis magic?" Trixie asks, an edge of fear in her voice.

I nod, "The calmer you are, the less likely I have to resort to that. So, let me ask again, are we calm now?"

Trixie nods.

"Good," I exclaim, "excellent. That'll make this whole conversation that much smoother."

I pace around the spellcaster while she tries to keep me in her view. Esmer isn't helping her; the ancilla is flitting about her horn and hides in her mane when Trixie tries to swat at her.

"So what am I gonna do with you?" I inquire.

"Whatever do you mean?" Trixie replies.

"I mean, how do I get you off my back?" I answer, "I know that calling you out like that was probably not the wisest move in the Universe, but I tell it like it is. And when I see a pompous ass, I call 'em on it."

"Are you saying that the Great and Po-" Trixie starts, but I cut her off, "Yes, I am. Especially that third person speak. You sound arrogant and conceited like that! A real, fucking asshole. Talk like a real pony for once!"

"Why does the Greatest and Powerfullest Trixie need to change for you, Ape?"

"Because, you're not doing yourself any favors with the 'holier than thou' attitude. Also, I am not an ape. I'm a human, my name is Steven; get it right!"

"Hooman?" Trixie asks.

I could facepalm; it takes everything I have to stop myself from doing so.

"How many friends do you have, Trixie?"

"Friends?" the showmare asks, puzzled, "The Great and Powerful Trixie has no need of friends."

"And were you planning on facing Twilight once more?"

"Uh," Trixie looks uncertain of how to answer, "the thought had crossed The Great and Powerful Trixie's mind."

"Don't," I warn, "you're gonna lose."

"What?!" the showmare exclaims, "What do you mean?! How can the Great-?"

"You're gonna lose," I interrupt, "because the magic that Princess Twilight Sparkle wields is greater than any spell, glamour, enchantment, bewitchment, curse, or jinx you can muster. You're efforts are futile compared to such."

"P-Princess Twilight?" Trixie stammers.

"Didn't know that, did ya?"

"N-no! W-when?" Trixie inquires.

"Sometime last year," I answer, "I haven't been here long enough to know exactly when, but it was fairly recently."

"She's an alicorn…"

I nod, "And I bet she now has magic the likes of which you can't even touch. Which begs the question, why hold the grudge in the first place?"

"Y-you wouldn't understand," the showmare says, "you're so much like her…"

"Try me," I challenge. I can't help but feel a little insulted by those words, but I pass it off.

Trixie sniffles, apparently crestfallen that her plans were ruined.

"Did you know I once attended Celestia's School for Gifted Unicorns?" Trixie begins, "Yes, I was there. I was in the same year as Twilight. Oh, how her legend pervaded the place! 'The most gifted unicorn in a generation!' some said. 'The most powerful unicorn in Equestria," others said. I genuinely became jealous of her… Everything came so easily for her. She was protegé to the Princess, she got top honors in everything, so many achievements, some compared her to Starswirl the Bearded. Meanwhile, I toiled, and struggled with even the most rudimentary of magic spells."

"The green eyed monster," added, "the destruction of some of the most promising of people."

"Ponies," Trixie corrected.

"Right, ponies," I said, "please, continue."

"Right," Trixie sighed, "I could never compare to Twilight. So, one day, at least a year before I graduated, I decided to leave. The Princess… Did you know she tried to dissuade me from my path? She didn't succeed, but she did wish me luck as I left. I'd spend the next few years wandering Equestria, learning everything I could, mastering all manner of spells. I also spent the bulk of my time becoming a showmare. It was good money, and the crowds, they just loved me!

"The act I put on was quite successful. I got to truly believe in my moniker, 'The Great and Powerful.' Did I believe that hubris would be my undoing? No, Trixie did not. So when I rolled into Ponyville that fateful day, I would receive the biggest shock seeing my foalhood rival standing in the crowd. This was to be my moment, when Trixie outshined Celestia's star pupil…! But I failed. She was more powerful, more ingenious… I fled with my tail between my legs… The only thought that kept me going when I failed so miserably, was that I when I came back to Ponyville, I would be more powerful than Twilight ever could be!"

"But that didn't work, either," I add, "Applejack told me she was able to defeat you with some simple parlor trick illusions. Managed to get that amulet off of you doing so."

"Trixie does not contend with those facts," the spellcaster laments, "I failed, again! This time, I was hoping to engage in one last duel, maybe bury the hatchet once and for all. Preferably in Twilight's skull… She's a princess now, though… She could have me banished. Or imprisoned. Or banished and thrown into prison where I'm banished…!"

*SLAP!*

"Pull yourself together, pony!" I roar. Trixie looks a little beside herself until her mind is clear again and the panic subsides.

"Trixie apologizes…"

"What did I say about the third person stuff?" I growl.

"I'm sorry!"

"Better," I say, "Now look, I get that you're feeling a little underachieved by Twilight, also a little envious. I used to be that way around my sister. She was my mother's favorite and she could do absolutely no wrong. It's a wonder I didn't develop an inferiority or Napoleon complex because of it. But, I figured something out. My sister, as perfect as she seemed, as easily as most things came to her, she was crumbling apart. Keeping that level of perfection can take a toll on people- ponies, whatever! It's no small wonder she attempted to hang herself her senior year of college…"

Trixie gasps. I don't think I've ever told anyone or anypony that before.

Trixie asks, "Did she-?"

I shake my head, "She lived. But her throat was fucked up beyond any recognition. To this day, she can't sing. She used to have such a lovely singing voice…"

"Do you think the same could happen with Twilight?" Trixie asks, not even attempting to hide her giddiness at the idea.

"Nah," I declaim, "Twilight is more put together than anyone I know. She is- well prepared for the task of being part of the nobility."

Trixie shrinks back, a sad grimace on her muzzle.

"I also know, from having spent quite some time with her, that nothing ever came so easily. She worked very hard for everything she got. She dedicated herself to self-improvement, has suffered more than her fair share of panic attacks and setbacks; she is still very much worried that she'll never make the cut."

"She does?" Trixie says.

I nod, "In a lot of ways, she's a lot like you. The only difference: she realized she can't do everything on her own. And she has wonderful friends to back her up. That's why she bore the Element of Magic: she's the cornerstone of one of the greatest friendships I have ever known. You could be, too, if you put your pride aside and except a hand, or hoof, in friendship."

"Y-you really- think so?" Trixie sniffles.

I nod, "But don't ever tell Sparklebutt I said that. I'd never live it down."

Trixie giggles at the thought, then asks, "Would she- Do you think she would- want to be friends with me?"

I nod in affirmation one more time, "I'm thinking there's a lot the two of you could learn from each other."

"Okay," Trixie says after a long silence, "I'll- I'll try."

"Good," I reply, "'cause I'd hate to have to kick your butt up and down Mane Street because you're disturbing the peace. Not in my town, Missy, ya hear?!"

Trixie giggles and nods. There we go, Mischief Managed.

"Emser, we're done here."

"Back to town, Boss?" my ancilla inquires.

"Actually," I muse, locking at the HUD of my Neural Interface, "time is running out. Esmeralda, two for warp zone to Flutterhsy's cottage. Double Time!"

"Already on it, Boss!"

Bang Bang!


It was a lovely little ceremony. All of Flutter's friends were there; although I would have liked to have seen Trixie more present. She did make an effort to speak civilly with Twilight. From the hug she gave her "rival," I can only assume that Twilight is ready to forgive and forget. After the funeral (I was the lone pallbearer for the little bundle of fluff), we left for SSC. Pinkie had a wonderful wake planned. As promised, it was respectful, somber, but very enjoyable. Pinks even left her party cannon in her loft. Even for such a sad event, it was easily the most enjoyable wake I've ever been to. I don't know how Pinkie did it, but she got Vinyl Scratch to spin some tunes for us, especially this cute little number that truly livened up the scene.

Afterwards, everyone went home. Trixie was invited to stay at Golden Oak by Twilight. I thought she'd refuse, but she accepted the invitation. I just hope the showmare doesn't try something. I decided to accompany Fluttershy back to her cottage. Her melancholy returned with a vengeance during the funeral, so I wanted to be sure that she wasn't gonna drink herself blind, again. When we reached her cottage, she threw open the door and practically assaulted me. Not that I'd complain; she was suddenly randy like a motherfucker and I was more than happy to oblige. Our love making session this morning just wasn't enough for her!

"Hey, Stevie," Flutters coos, "what do you say we include Rainbow Dash one of these days?"

"You kinky minx," I comment, "bad enough I trouble pleasing one mare, now you want me to please two?"

"I thought you'd like the challenge."

"Hmm," I begin, "Let's leave that as an open action item, to reviewed at a later date. Right now, I want to be in the throes of ecstasy with you."

Flutters doesn't have to be asked twice…

Next Chapter: 30 ¤ 238,460 Miles ¤ Estimated time remaining: 8 Hours, 58 Minutes
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Friends With Benefits

Mature Rated Fiction

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