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Friends With Benefits

by L0rd0f7hund3r

Chapter 31: 31 Falling in Love is Hard on the Knees

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31 Falling in Love is Hard on the Knees

From the Daily Journal of Steven Ambrose, Entry Number Twenty:

It's been a quite an uneventful five days. Not much has really happened, even given that Ponyville seems to be a magnet for weird. Trixie is still in town, for whatever reason. She is keeping to her word, thankfully. Twilight seems amenable to the showmare, although the unicorn still has a tendency to speak of herself in third person. Trixie is slowly warming up to the other Elements of Harmony; just yesterday she, Flutters, and Rarity shared a spa day. I know because I was dragged along. I've never been in the spa. Truth be told, I've never been to any spa before. So having Aloe and Lotus Blossom wrap my face in kelp and deal me a mani/pedi was a- unique experience. It was strangely relaxing. I don't think I'll be going on a regular basis, unless Flutters wants me to join her.

Speaking of Fluttershy, she has spent the last ninety-six hours in preparations for making a herd for me. She seems rather enthusiastic about it; I give her a brave face but I'm less than than thrilled about this. Back home, I always considered myself a one woman kinda guy. The idea of dating more than one woman was beyond the pale for me. But now that I've entered the waters of Equestrian Courtship, I'm given the understanding that ponies are fairly open to polygamy. Given the ratio of mares-to-stallions on this world, I can understand it, even if it is still unsettling to me.

So far, the short list includes all of Flutters fellow Element Bearers. Rainbow Dash is currently on top of the list, given her previous interactions with me. Twilight sits in the middle, though given her penchant for silent disapproval of me, I doubt she'd be willing. Rarity is a slightly better option, but her initial disdain for humanity hasn't completely faded away; she still flinches when I eat or when I smile. (Every now and then, I hear her make disparaging remarks about our relationship.) Pinkie- I don't know about Pinkie. She's more a friend than a sexual partner. Applejack is at the bottom of the list, for obvious reasons. She and Lone Star are going steady and I'm in no mood to cock block a bro. That and I have a pretty good idea that Ay Jay would find the whole idea mollifying.

There's still no word from Hand about this "archmage" business. I keep getting stonewalled every time I ask. Esmer has been a little more helpful, even if her only answer to the question is some variant of "Big Sis is working on it." I'm starting to get a little peeved about this; I can't seem to get a straight answer from anything within the Imperial Ecumene. I swear, all this uncertainty is going to turn my hair gray yet! As if I don't have enough without this ball that is about to go down… Oh, that's right, I haven't mentioned that yet. The other day, Twilight was handing out invitation to something called the grand galloping gala, whatever that is. When I asked Rarity while we were having that spa day, she rightly scandalized. Flutters explained it was this big whoop-dee-do happening in Canterlot. It sounds like a black tie affair. All the Element Bearers are invited and Fluttershy was allowed a "plus one." Guess who that is going to be.

Rarity has volunteered to make me a tux for the event. I would have passed on it, but Twilight has insisted that I show up. Flutters also gave me the cutest, most indignant pout that she could muster. I couldn't possibly say no to that! This will be the first time I've been in the presence of Canterlot nobility, too. My last visit to Canterlot, the Royal Guards shunted me through a back door path which avoided all the Canterlot snobs. Thank God for that, but this this time, I'll be at their mercy. I'm gonna hate this or live to regret ever coming to this shindig, ain't I?


"I'm so excited! I'm so excited!" Rarity exclaims.

This is the ninth time she's been so elated since I came into the Boutique this morning. The entirety of our conversation has been dominated by the Grand Galloping Gala. You'd think the fashionista had just won the lottery or something. Worse, no matter where I steer the dialogue, Rares turns it right back around to the Gala. I'm gonna need an Aleve after this…

"Can you imagine," Rarity starts, "dancing the night away with the stallion of your dreams-"

"Or mare," I add, earning a confused look from Rarity, "Imma guy, remember? I don't swing that way."

"Oh, yes," the seamstress replies, bashfully, "well, how can you not be excited? Such an elegant soiree, with all the most elegant fashions? Can you just imagine?!"

"I try not to," I retort, earning a rather dour look, "sorry, Rares, but I just don't see what all the hubbub is about. So it's a fancy party? Big deal! For me, it's three plus hours I'm stuffed into a monkey suit. I'm just hoping the food and drink are good or I may just duck out."

"Bwa?" Rarity blurts out, before the rustling of a curtain draws our attention.

"Rarity?" calls a soft voice from the stage of Rares shop, "I'm, uh, I think I'm ready."

"Splendid, dahling, do please reveal yourself."

The curtains part and Fluttershy steps out, draped in a rather elegant part gown. I think my eyes must be bulging out of my head. I've seen Flutters in some cute outfits, but this- good God, Fluttershy is drop dead gorgeous! Dainty lace sleeves lead up to a stunning satin bodice that wraps up Flutters barrel in an intricate figure eight pattern. The bodice ends in a fluted skirt, also satin, but with hints of velvet in a sash. Her hair, which is down up in an sophisticated French (or as they call it here, Prench) braid is laced with ribbons in the colors of her cutie mark. It's a very fetching ensemble, even for someone as fashion dense as myself.

"Bwa…" I drone.

"Oh no," Flutters laments, "you don't like it?"

"Bwa…" I drone again; I'm sorry, Flutters, my cerebellum has just fused.

"You look lovely, dahling!" Rarity declares, "and if SOMEPONY doesn't realize how lucky he is, I may just make him wish he had."

It takes a moment or two before my brain decides to get out of its dog-lock; precious seconds pass by where my inability to speak is chiseling away Flutters self confidence. So, while my speaking ability recovers, I decide to walk to the edge of the platform, where Fluttershy is standing, still so self-conscious that she she shrinking away from even my presence. Once I'm at the stage, and I have a hand outstretched, Flutters relaxes a bit.

"Gorgeous…" I mutter, almost too soft for Fluttershy to hear, "so gorgeous…"

"Stevie," the butter cream Pegasus asks, "are you okay?"

"I am," I whisper, "but by all things Bright, you have never been more beautiful than you are now."

This makes my mare blush all over.

"Well, I say that was a successful test run." Rarity announces.

"Huh?" I stammer.

"Well, Stevie," Flutters offers, "this is only a sampling of the dress Rarity is making for me. She assures me the finished product will be much more elegant."

I. Am. Speechless.

"I do believe, dearest Fluttershy, that your coltfriend is at a loss of words," Rarity comments, "let us allow him some time to collect his thoughts."

The two mares walked out of the showroom and into the dressing room just off to the side. I was still standing in front of the stage, flabbergasted. What I had already seen was beautiful as is, but Rarity had promised to make it even more so. This was like Donna Lauren (or whatever her name is) deciding her masterpiece of fashion needed a little more "oomph." I don't even wanna know to what extremes Rarity is gonna take this creation, but I do believe that Flutters is going to be stunning in it. After a quick shake of my head, I get my head straight and slump down to a- what did Rarity call it?- a chaise lounge.

Hmm, not bad. For a sofa that happens to be pony sized, this chaise isn't all that uncomfortable. It's actually really comfy! I wonder if I get a quick nap on this thing. Given that my dreams as of late are getting more and more cryptic, and disturbing I may add, it surprises me that I haven't started nodding off in my-


Peeling off the tactical armoured carapace is small joy that every Praetorian lives for. My accumulated rest-and-relaxation days are going to be paying off soon. I have no less than six hundred and seventy-two hours of freedom from patrol or combat duty. Needless to say, 'tis a relief. I haven't drawn or painted anything in over a year. I have so much inspiration in my head right now, it's threatening to burst.

"Say, Sir," asks one of Praetor Pollux, brother of Sergeant Castor, "what are you doing for R and R?"

"I was going to paint some," I answer, "it's been so long since I've created something, I fear my talent in the area has all but left me. I plan on testing that theory as soon as I get home."

"Paint, sir?" Pollux asks, with mild confusion.

"Yes, painting," I reply, "or maybe a sculpture. I haven't put chisel to granite in nearly a decade. Perhaps it is time to reawaken that skill."

Praetor Pollux looks at me with some unease, then sighs, saying, "I hadn't imagined you actually taking up a hobby, sir. I had assumed you would be with the rest of us, drinking up a stupor. I find a stiff shot of whiskey is more than enough to dull the ache of devastation we of House Praetorian wring."

I chuckle, "If this is what relaxes, young Pollux, then I shan't stop you. You are more than old enough to deal with the consequence alcohol brings. Tell our fellows I think fondly of them. As for I, the destiny of a block of stone and a set of chisels awaits me! Fare thee well!"

After making a quick stop by Castor's office to bid him well and he the same, I leave Harmony House. It is not to far to reach my residence/studio in the Imperial Capitol of Pivot. Even before I transferred from House Intelligentsia to House Praetorian, I had this studio. It was a place where my vision could take root, far and away from the prying eyes and judgmental attitudes of the Artisans Row. There weren't many in my former House who could look at my works and see what I saw. I still had friends in Intelligentsia, but they were few and far between. The Praetors were of my family now than any I had in Intelligentsia.

Very few know of this refuge I made, the least of which is a man that comes into view as I round a corner to my studio. He is frail, pale, wearing an overlong duster made of filament fiber velvet (less flimsy than one would think but just as plush), a cadet cap (the norm headgear for artists in House Intelligentsia), a pair of denim jeans (easier to crawl around on the ground with, methinks) and some trainers, leans against the wall adjacent the buildings entry. It has been nearly two decades since I have seen him last, although it looks like he hasn't aged a day, if at that. He looks up from the Personalized Holographic Adjunct Tablet and looks my way, breaking into a smile.

"Well, if it isn't the Goddess forsaken prodigal son himself!" exclaims my old friend Cassius, "How do you fare, Ambrose?"

I grasp his outstretched hand while removing the trooper cap upon my head and reply, "I have fared better, but at your shadow, I am now well!"

We embrace, as good old friends are wont to do. I remember the smell of petrol and wood-chips coming from his shoulders, which are almost level to mine. He was always a tad rebellious, using a vibration axe to carve his figurines, but that is would endeared him to me, that sense of quirk in his work and mind.

"That is good to hear," Cassius said, "I feared the constant action of those brutes in Praetorian would be the end of you. I am still trying to wrap my head around the notion that you would join those thugs."

"Brutally honest as always," I lament, "without the trace most amount of tact. Cassius! What brings you here, my Brother?"

In another world, in another time, Cassius and I belonged to one family. It was at least three lifetimes ago, maybe one thousand, seven hundred and fifty years or so ago, but the connection was still there. In this life, we have been born apart but the familial bond was the same. Our Memories made sure of that.

"I has some to time to kill," Cassius replies, with a dubious smile growing across his lips, "I have been working on some new installations at the Hall of Memorials. But that morbidity and solemness is driving me mad! I need to- I want to-"

"Sing?" I answer tentatively.

"No, no, brother, I did that last week. Now, what I want to do, what I need to do is to plant my seed into a young and willing body. Preferably of the female persuasion, but in this life, it matters not."

I shake my head, "You always had that, that means by which both sexes appeal to you. I wish I could share that, but I don't find males that attractive."

"Even though you work with and fight amongst all that beefcake?" Cassius asks.

"Especially so," I answer, "I have seen more phallus in this life than any one man should have right to. You might enjoy it, but I find it disturbing."

Cassius laughs, "All that man-meat, ready for the taking! I do wonder if any of them think to console amongst themselves."

"If they have," I add, "I do not want to know and they have no mind to tell me."

Laughing again, as Cassius is wont to do. I keep forgetting he is the affable brother, were I was his straight man. In the last life we shared, the roles were reversed, in more ways than one. In the life before last, both Cassius and I were sisters. A very humbling experience, I can tell you. I was the flirtatious one, while he was the wallflower. It seems some of those experiences passed down into this life, whether we like it or not.

"Ah, it is too easy to get a rise out of you, Brother!" Cassius says, "but I have a much better proposal than standing in this Goddess forsaken cold and chatting it up."

I give Cassius a concerned look, "Whatever do you mean, Brother?"

"I mean, let us parley in a den of airs, rhythm, and and the overabundant consumption of spirits!" Cassius exclaims.

"You want us to attend a discotheque?" I ask.

Cassius laughs again, "So formal, Brother! But yes, a disco! I can tell you haven't danced in ages. And I know that you still have all the grace of your former life! Or mayhaps you have forgotten, 'Penelope?'"

"I have not forgotten," I protest, "but mayhaps you have, 'Bernadette.'"

Cassius gasps, then says, "You shall be proven wrong, Brother; I shall see to it! ONWARD!


We pass through the winding roads and perilously thick throngs before I notice we are heading for the Violet District of Pivot. This is the but one of the wards affiliated with House Genial, the supposed house of harlots and other unsavory characters. I have never met one from that House yet, so I am not one to judge. Cassius on the other hand, is alive with mischief. I can tell he has been this way before. Why else would he dragging me here? In this life, I am afflicted with a social anxiety disorder that makes it difficult at the least to meet new people. He would only drag me on one of his escapades if he knew the place was safe enough for me. So kindly he is, for a little brother!

"We are here, we are arrived!" Cassius declaims, "and not a minute too soon! The crowd is just amassing."

"I am unsure of this, Cassius," I mumble, "you know how I am in crowds. I can feel the anxiety rising in me…"

"Worry not, Brother," Cassius assures, "you shall be safe in here. It is not as bad as it is first perceived."

"For your sake," I growl, "it 'tis better it had not."

The retainer at the front door looks imperiously over the crowd, his large frame the envy of any in House Praetorian. Yet I see the sigil of House Genial on his elaborate uniform, the inverted violet heart over of a scarlet heart on a field of pink. The scowl on his visage fades as Cassius makes his way to the front of the cue. My Brother must be well known here.

"Luc," Cassius greets the burly retainer, "I brought a guest with me, if kind you would be."

"I shall," the brute says, with a soft tenor voice I had least expected of someone so massive, "your girl awaits inside."

"Thank you, Luc," Cassius says as we bypass the retainer and make our way to the interior, "spread this about not, but the true name of my man Luc there is Lucille. A minor mix up in the delivery room, I'm told."

"I shan't say a thing," I say, "besides, to whom would I tell?"

"Of course," Cassius says, "that reminds me, I think it is Luc's weekend to lay with me. Oh, how I enjoy his warm flesh inside me…"

"Too. Much. Information." I seethe.

"I ask of you, my apologies, brother." Cassius replies, "I forget you are uncomfortable with my recollection of my lovers. Ah, there she is!"

"She?" I query, "Just what is going on here, Cassius?"

"It is none much your concern, Brother," Cassius remarks, "just my business partner in this venture. Did I mention this is my disco?"

"Nay, you have not." I tell him.

"My head some days," Cassius laments, "without the lovely Cornelia to guide my thoughts, I doubt I could last a week in this 'entrepreneur' endeavor."

I was to ask of whom this "Cornelia" was when we reached the bar tap. Sitting on one of the stools, in a very revealing gossamer gown of softest and palest cerulean is a young woman. Her coiffure is simple, auburn hair with light streaks of amber cascading down to her shoulders. Her eyes are turned to the barkeep, but when she turns to see Cassius, I see her eyes are of a bright azure only the sky could hope to emulate. She has a bright smile coated in a crimson paint not uncommon of those in House Genial. There is a blush across her cheeks applied with a light hand and her eyelids are adorned with light shade of leafy green, complimenting her eyes. By the Grace of the Goddess, I have only ever seen one woman as beautiful before and poor Valeria is a pale imitation in comparison.

"Good eve to you, Cassius," softly says the maiden, a warm voice that is just only begun to deepen, "I trust your errand went well?"

"Indeed it did, Cornelia," Cassius confirms, "but manners, where have I left them? Cornelia, a pleasure of mine to you meet my good friend and former brother, Ambrose of House Praetorian."

"Hail, fellow," Cornelia breathes.

"W-w-well me- met, well met, fair maiden," I reply.

She issues a melodious giggle, saying, "He is a shy one, Cassie."

"He was worse in his years younger," Cassius informs her, much to my chagrin, "Cory, dear, if you'll excuse me, I have some business to attend to…"

"Namely filling that young thing upstairs with your seed again, no doubt." Cornelia teases.

"Yes, there is that," Cassius admits, "Andromeda can get rather insatiable at times… Yet, I also have a meeting with Governor Marcus. He is interested in one of my installations. He was to meet with me in my office and unless I am late-"

"You are not," Cornelia informs him, "he is not yet arrived."

"Ah," Cassius exclaims, "than I am to remove myself, poste haste! Brother, behave yourself."

I cannot get a word in edge wise before he sprints off to a staircase in the back of the disco and disappears upstairs.

"A ball of nervous energy, that one," Cornelia breathes, "he is a hummingbird with the libido of a rabbit."

"He always been that way," I add, "staying still has never been his forté. The surprise I see in all of this is why he has not invited such a beauty such as you to join him."

I did not just say that!

"You tease me," Cornelia breathes, a wistful smile on her lips, "I am sure there are others in the Higher Houses that are more comely than I."

"I think not," I assure her, "they may come close but you are- more welcoming, more warm. I would almost go so far to say motherly."

"I have been told that a time or two before," Cornelia says, "Ambrose, was it?"

"Yea, verily." I confirm, giving her one of my hands, to shake or swat away. Instead, she pulls the glove of the proffered hand and leans in to kiss the back of it.

"Cassius my have mentioned my name, but let me formally introduce myself," she whispers, "I am Cornelia, First Confidante of House Genial."


"YOU WANT TO WHAT?!"

Whoa, now there's a way to wake up! If Rarity is screeching like that, I can only assume that my Butterfly just asked Rarity to join our herd. It doesn't take a theoretical physicist to confirm the outcome.

"I was only asking," Flutters says, "you don't have to be all indignant about it."

"But a herd, Fluttershy? Whatever could you be thinking?" Rarity demands.

"I was only asking," My Butterfly replies, "I wanted to share the love that Stevie and I have.

"I think I understand," Rarity says, "Steven can be a gentlecolt when he chooses to be. If only he weren't so vulgar…"

"He's been working on it," Flutters says, "it's been a lifelong habit of his; breaking it it has been difficult. His 'colloquial emphasis' is just one way he expresses himself."

"Be that as it may, dahling," Rarity says, "I don't think I have the patience for his- eccentricities."

The mares emerge from the back room to see me groggily rising to my feet. Good God, I'm still exhausted.

"Stevie, are you okay?" My Butterfly asks.

"Not really," I answer, "by all things bright, I'm tired."

"Why is that, dahling?" Rarity asks.

I point my finger with a devious smile at Flutters and say, "My Butterfly, she is insatiable. She begs me to rut her night and day."

Rarity pales at this statement and Fluttershy does as well while fixing me with a look that is equal parts annoyed and embarrassed.

"Sorry, Rares," I explain, "that was me being facetious. Truth is, I've been having with some rather- involving and exhausting dreams as of late. Memories of the Terran Empire, I think."

Rarity gasps, "Is it really that bad?"

I nod, "I've taken to a Zebra remedy for insomnia, but it hardly helps."

The fashionista looks thoughtful for a moment then, "Oh, how forgetful of me, Steven, I have your suit for the Grand Galloping Gala!"

"Okay," I say, "lemme see it."

Rarity squeals a little bit, then proceeds to open a closet just off the showroom. She pulls out a bagged mannequin (or close approximation of one) with her magic.

"Presenting," Rarity announces dramatically, "an original Rarity Carousel creation, which I call 'Steven's Suit!'"

The porcelain unicorn rips the cover off the mannequin with her magic in a dramatic fashion. I think I hear Flutters giggle a little at the contents beneath the cover. I for one want to run and hide. Or hide and run. I can't quite make my mind on what I want to do considering the- travesty in front of me.

"What the fuck is this shit?!"

Fluttershy has rarely heard me spit profanity; I'm usually very careful about my language around her. In this instant, I can hide my disgust at this- this- for lack of a better word, this costume Rarity is trying to hoist on me. My Butterfly's gasp of shock is well deserved; she's never heard me so vehement.

"But- but-" Rarity stammers, "it's so magnifique! Charity and I spent days on this!"

"Back to the drawing board, for both of you," I roar, "I ain't having puffy shoulders! And these ankles are not getting exposed, thank you very much!"

"Maybe we should go, Stevie," Fluttershy says, "before somepony's feeling are hurt."

"Agreed," I seethe, "fix my suit, Rarity."


Flutters got up my grill for my treatment of Rarity, which I deserved. I took all of Fluttershy's lecture about tact and politeness. She then ordered me to apologize to Rarity for my temerity. I promised to do; I was genuinely sorry that happened. Either because of the exhaustion of the last few nights or because I'm an unredeemable asshole, I snapped like that. I even told My Butterfly such, letting her know I was feeling remorse for my attitude. Although I did admit I wouldn't be caught dead in a suit like that. Flutters giggled, agreeing that the suit was rather gaudy, even by Rarity's standards.

For the rest of the day, My Butterfly and I went from one end of Ponyville to the other seeking out prospects for our herd. (I think of it as our herd because I honestly don't think I can handle six mares all at once. Flutters is okay but imagine Pinkie Pie? That is one mare that no stallion can handle! Save maybe Cheese Sandwich, Goddess save him.) With Rarity's rejection, we made our way to Golden Oak. Twilight was more polite about the herd idea than Rarity was, but she, too, declined. I don't think I blame her. Twilight and I aren't really friends; acquaintances maybe but friends, no.

We then ran into Pinkie on our way to see RD. Fluttershy asked her, but I don't think Pinkie Pie understood. The Pink Party Paradox is many things, but some of her understanding is limited. She had to have the concept of herd explained to her, but she was not thoroughly capable of processing the concept. In the end, we had to mark Pinkie off, so innocent she was. I did reassure her she was still my friend, as hyperactive and random as she was.

Rainbow Dash was, understandably, excited by the prospect of joining our herd. Given what happened between us before, she was already ready and raring to go. The nominally impatient Pegasus wanted to start right now, but I sure as shitting wasn't ready and My Butterfly wanted to make it something special. So it was agreed between the three of us to meet at Flutters cottage at seven. We'd make a whole thing about, music, food, wine (I wasn't gonna drink it), and then SEXY TIMES.

We never did find AJ. When we spoke with Big Mac, he said his sister was out on errand. Something to do with Applebloom marching through a swamp made of fire or something. I half expected him to utter something about Rats of Unusual Size… (Where's Westley when he need him?) He didn't know when she'd be back. Fluttershy let him know that all we wanted to do was talk to her about something, but it wasn't an important thing and could wait until later. Biggie said he'd send the message along when his siblings returned. The expression on the stallions face said to me that he knew what the deal was, but was too polite to ask about it.


At seven on the dot, there's a knock at the door. I answer it because I have a good idea who's behind it. I open the door, and there is Dash, decked out in, most likely, the prettiest thing she owns. The sparse white toga is as elegant as the stunt mare is ever gonna get, but considering that she went to this length to make herself presentable shows that she really wants to make this work.

"Evening Dash," I say, "you look good."

"Thanks, Steve," Ar Dee replies, "mind if I come in?"

"No prob," I answer, "Flutters is in the kitchen getting dinner ready. Is that the wine you brought?"

Dash brings forth in her hooves a bottle of salmon colored liquid with an exquisite label on it; no doubt Rarity would be jealous of the design.

"Only the best," RD confirms, "Sweet Apple Acre Reserve!"

"Fancy," I sing, "trying to get on my good side, ain'tcha?"

Dash nods, and glides quietly into the cottage. She sets the bottle of wine down on the dining room table and sets herself on the couch in the living room. She pats a hoof next to her to encourage me to sit down. I reluctantly oblige her.

"So," Dash begins, "a herd, huh?"

"Yeah," I confirm, "not really my idea. Flutters was concerned that she was hogging me all to herself. She is the Element of Kindness but I worry…"

"Don't," Dash says, "it's cool."

"… Okay."

After such a brief conversation, it's a relief when Fluttershy calls us in for dinner. We eat rather well, although I get a few stares when I abstain from the wine.

"You wouldn't know it from looking at me," I explain, "but I'm an angry drunk."

Fluttershy gives me a worried look, "What do you mean, Stevie?"

I sigh and continue explaining, "I learned fairly early on what happens when I drink: I get to feeling ten feet tall and bulletproof. I also get highly aggressive. Things really came to a head when I got into a bar fight where I busted a guys jaw, nose, and three of his ribs. He was more wasted than I was, but I remember everything the next day better than he did. Got lucky I guess; if the guy pressed charges, I'd be looking at felony assault. The next day I took out my copy of the Yellow Pages, I explained those, right?, and sought out an Alcoholics Anonymous meeting. I got back into religion at that point, started attending Sacrament Services more, started following my callings more closely, even began offering tithing and committed myself to every Fast Sunday. Still do, actually, though I doubt the Prophet would agree with most everything I've done up 'till now. Anyway, that's why I avoid alcohol."

The rest of the evening went pretty well. Then we all went upstairs. Things got heated pretty damn quickly. I suggested that Fluttershy and I should couple first, but she declined saying that Dash should have first crack tonight. I couldn't argue with her, not after early today. I know any number of my guy friends back home would say I was pussy whipped, but come on! This is Fluttershy we're talking about here! I can't think of any one man who could resist her charms.

So Dash, who was very randy by now and more than willing, got down on Flutters' bed. And we started up. I was nuzzling Dash, and I was deep inside her, she was moaning like a bitch in heat and things seemed to be going well. Then I heard a sniffle, some soft sobbing and then the creak of the bedroom door as it opened. The door downstairs slammed shut and I heard Flutters crying all the way down the lane. I stopped, much to Dash's protests.

"Sorry, RD, this ain't happening," I tell her.

"What?!" Dash cries, "but it was just getting good! Come on, Flutters is a grown mare; she'll understand!"

"Do you?" I ask.

I pull out of RD, swipe up my pants from the floor and rush out into the night to find Fluttershy. I do find her, no less than five minutes later, huddled in a ball at the base of a tree along the lane back to Ponyville. She is crying her eyes out, the poor thing, and she is rocking back and forth. The sight is enough to break any grown stallion's heart; mine has fissures threatening to shatter mine into microscopic pieces.

"Fluttershy?" I call out.

My Butterfly doesn't immediately respond. I scoop her up and take her back to the cottage. Dash is waiting outside, her toga back on and look of disdain and anger in her eyes.

"What the buck is going on?!" she cries.

"Sorry, Rainbow Dash," I say, edging my way into the cottage, careful not to bang Flutters' head into the door frame, "My Butterfly needs me."

I close the door behind me with a kick. I hear Dash outside, railing up a storm, but I hardly hear her. After six minutes of her ranting, she kicks the cottage door, thankfully not opening it. I see her silhouette blaze past the window as I set us down on the couch.

"Fluttershy," I call again, "don't cry. I'm here and I ain't leavin'."

"Stevie," My Butterfly breathes, "tell me I'm pretty."

"You are more than pretty, My Butterfly," I say, "you, my silly filly, are beautiful. There isn't a mare around as gorgeous as you, I swear on my dead Grandmother."

Flutters picks her head and looks at me; the look of fear and sadness is too much to bear.

"Stevie," she breathes again, "shouldn't you- shouldn't you be w-w-with Rainbow Dash?"

"Nope," I reply, "I'd rather be here with you."

"Even," she breathes again, "even i-if she's- if she's the p-p-p-p-perfect m-mare for you?"

I nuzzle into Fluttershy's mane and whisper in her ear, "I don't want perfect. I want you."

The smile on her face as she realizes just how much I care is enough to make my heart ache in woe. I hope to all things bright and holy I never see that beautiful smile go away.


Author's Note

This chapter happens during Sompony to Watch Over Me
Steve + Black Tie Affairs = PANIC!
Cassius choice of speaking is deliberate.
What Steve hopes to be wearing for the The Triple Gee:

What Rarity makes him:

But with more purple. Lots and lots and lots more purple.
Also, Rarity's surname is my head cannon for her. It's called the Carousel Boutique for a reason and it's not just because of the exterior aesthetics…
Also, Fluttershy tries to organize a herd for Steve. This cannot bode well…

Next Chapter: 32 To Hurt The Ones We Love Estimated time remaining: 7 Hours, 59 Minutes
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Friends With Benefits

Mature Rated Fiction

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