Author's Notes:

So this chapter happened.
If you notice that 'to' and 'too' are in the wrong place, please point a finger at myself and Google Docs. When I accidentally corrected 'too' as 'to', I tried to reverse it, but that didn't work out too well for me.

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Stay Cool, Kids

Edit: I remember writing this chapter straight from the heart. I cried manly tears during some of it for manly reasons. Fixed some diction and syntax, a few run on sentences, and a couple more plot holes.

Time had flown in Ponyville and I found myself stuck in bed for a few hours just digesting all that had gone on. I had forgiven and basically agreed to shag someone I had once considered my greatest enemy in Equestria, argued with and shagged one of the nicest woman I’d ever met, pissed off more ladies in a shorter time span than I ever had before, obliterated quite a few terrible creatures, been labelled as a slut for sleeping with two women, and nearly fought someone three times my size. I had introduced several ponies to the magical effects of ganja, pissed Lupa off, exposed secrets I had never wanted to tell anyone, and pissed off one of the happiest people I’d ever met. It had been an awfully busy week, even though I had taken time off to do nothing all day twice. I wondered if it was just the way Ponyville seemed to work or if it was just me. Life was sucking quite a bit, but it had also had its upsides. One way or another, I was probably going to get a slice of some sweet apple pie once I sent that note off to Celestia, and I had completely forgotten over the course of a day that I still needed to talk to her about my secrets.

I really didn’t want to do that.

I pushed myself out both out of my bed and my head, switching tactics to getting breakfast on some plates. My appetite had returned after spending so much of the night with Applejack, which I was quite thankful for. I still felt heavy and weary, but I could deal with that as I went along. It made me curious as to who I’d have to spend more time with to thaw that part of my heart out, so I decided to see if that person was going to be Pinkie today. While I was quite sure that she still hated me for breaking Fluttershy’s heart, I was pretty sure she had forgiven me if her off color jokes about ‘tasting’ her friends was anything to go by. I washed up and dressed in a dark blue V-neck, some navy jeans, and the jacket I had let Applejack wear last night. Much to my pleasure, I found that it smelled faintly of apple flavoured baked goods, which I was quite fond of. I had forgotten to add Applejack’s perpetual scent of apples to my list of pros last night, but I already had a few good reasons to agree to her proposition.

Lupa had left sometime early in the morning, so I walked to the best bakery in town all alone with only Me, Myself, and my right hand to keep me company. Wanking is so much less depressing when you think of your hand as a separate entity.

Disturbing, perverted thoughts aside, I had ran through the majority of my stay and chronicled most of my thoughts in my journals, so I really had nothing to keep my mind occupied. I focused on enjoying more of the quaint little town that was Ponyville. As colorful as it was in comparison to my original home, I found myself growing more and more accustomed to the place. It was easier than one might think due to the generally friendly nature of the town, even if none of the inhabitants looked terribly like my fellow species. I did miss my old life in a sense, but my new one was beginning to shape up pretty well, so I could put my bout of homesickness aside in favor of something that could lift my spirits a bit.

As I trekked through town greeting the ponies that greeted me, I found myself quite surprised by the abrupt arrival of a mint green mare with a white stripe in her hair.

“Hello!” She beamed at me and stretched her hand out to me.

I took it and looked at her. “Wotcher. Can I help you?”

“Actually, yes! My name is Lyra, and I’ve been wanting to talk to you ever since I saw you at Pinkie’s welcoming party. Unfortunately, we just never had the opportunity since then, but I sure am glad we can talk now!” She seemed like a nice enough girl, even if she was a bit excitable.

“Indeed. Not to be rude, but what did you want to talk about? I’m not trying to rush you, but I’m not one much for polite small talk at the moment.”

Her smile fell a bit. “Oh, I’m sorry. If you’re in a hurry we could hold off.”

“No, no, you have me mistaken. I would be quite happy to talk to you, love, I’m just on my way somewhere. Care to join me at Sugarcube Corner? We could talk over a bite and a cuppa.”

Her smile returned full force. “I‘d be glad to! When would you like to meet?”

“If you have the time, I was heading there now.”

“Perfect!” She took my hand and started tugging me in the opposite direction.

I grabbed her tail and yanked it one good time, causing her to yelp. She let go of me and whipped around with a blush on her face.

“That’s the wrong way, love. Sugarcube Corner is a couple streets that way.” I pointed in the direction I had been heading.

Lyra had the grace to look embarrassed. “Oh, sorry! I guess I just got ahead of myself!” Are you trying to do sex on me or something?

We talked about how my life in Ponyville had been so far and she told me about her favorite hobby. I hadn’t taken her for much of a musician, but once I saw the pads on her fingers, it told me that she had been practicing her craft for years. When I asked, she said that she had been playing string instruments for the better part of her life, ever since she could walk. However, she had found that the harp was where her heart lie and she had continued from there ever since.

We arrived in no time since we hadn’t been terribly far away in the first place, but we continued talking once we were seated. I had ordered some black coffee and a bran muffin (don’t judge me) and she ordered a plate of pancakes along with a nice breakfast tea. As an Englishman, I could respect the tea, but I had never been terribly fond of super sweet breakfasts, preferring scones and bacon to waffles and cereals.

“So what did you want to talk about, love?” I asked once we had gotten our food. The conversation hadn’t lulled terribly before then, but I was rather curious.

“Well, I’ve only heard legends and myths of Humans, and those are rather uncommon. Humans are supposed to be hulking, hairless monkeys that are smart and tougher than any pony could ever be, but with the brains to do nearly anything. Can you tell me how much of that is true?”

“I’m not exactly hulking, but I’d like to think that I’m pretty smart. Most people seem to think so, at least.” She actually ‘squeed’ when I said people. This was going to be an odd one.

“So are you the ‘average’ human? Or are you smaller, taller, smarter, dumber? Tell me about yourself!”

“Well, I’m a bit shorter than most humans at about 5’7 in your measurements. I’m on the small side, but I am far more clever than the majority of my kinsmen, and quite a bit more agile and dextrous. There’s little I can tell you without knowing what you want to know.”

“Well, do a lot of humans look like you? What do you do for fun?”

“Most humans look radically different, and sometimes we come in different colors based on our heritage. I’m considered somewhat pale, but that’s because of my Caucasian heritage. The color spectrum runs from me to dark brown, though it’s generally more of a chocolate kind of deal when you get to the darker folk. There’s a few exceptions such as people who are pale white and people who are nearly black, but we’re all basically the same once you get past that. Our hair colors can be a rather ruddy orange, blonde, brown, or black, though quite a few of the female members of my species like to color their hair. It’s not as common for males to do it, though some do, but when it comes to bodily modifications of most kinds, it’s generally a female thing.”

“So what are the different sexes of your species called? I know you say ‘anyone’ instead of ‘anypony’, so are there more discrepancies like that?”

“The different sexes are called ‘men’ for plural and ‘man’ for singular males. I am a man. The females are called ‘women’ and ‘woman’, and though they sound similar, they don’t mean the same thing. They are respectively plural and singular.” I thought for a moment on her second question. “How about I just list off the differences? Humans have feet instead of hooves, use words like ‘everybody’ and ‘everyone’, have hair instead of fur, and usually aren’t as touchy-feely as ponies.”

“Fascinating! What about your rulers? Are they like our own immortal princesses?”

“Hell no. Our rulers are all mortal, despite what some of them might think. No, in my land, rulers have something called dynasties that determine who takes their place when they die. That, or we have something called either a democracy, republic, or a parliamentary system in which we elect our leaders. Rarely do monarchies last, but the monarchy that ruled my country has lasted far longer than most, but we did eventually switch government types. No longer does one person make all the decisions.”

“But having so many humans in power must be chaotic! I know ponies don’t always agree on everything, but when it comes to politics, I bet things are far more polar.”

“They are. In a sense, nothing ever gets done, but really, what my government did was be sneaky as hell and do all sorts of things that no one knew about. I’m not saying all of it was terrible, but the system of government we had was already corrupt, so there was little anything the common man could do.” I decided to skip the part where I thought Celestia was corrupt. I still needed to talk to her about that some time.

Lyra and I talked for a while longer until noon rolled around and she had prior engagements to attend to. I was feeling a bit worn out from all the talking, but I had still planned on talking to the girl who had been creepily watching me for the past hour and a half. I turned to look at Pinkie who was sitting a few tables over and waved. She waved back and came to sit across from me, nursing what seemed to be a milkshake.

“Hiya, Max! Were you on a date with Lyra?” Pinkie asked

“Nope. Met her on the street and she wanted to ask a few questions. I had the time, so I did. I actually came here to hang out with you for a bit, if you’re not terribly busy.”

“Yay! Can we go on a date? I have just the place, it’s upstairs!”

”As much as I appreciate your enthusiasm to get in my pants, I’m going to say no on that. I don’t want to sleep with you, Pinkie.”

“Aww, shoot! Maybe some other time. Would it help if I told you that I’m even crazier in bed?”

“No, it would not. It would help if I wasn't taller than you, and you had bigger boobs though.” I flatly stated.

Pinkie gasped. “I can’t believe that! I have perfectly respectable boobs!”

“You have a washboard chest, love.”

Pinkie put her thumb in her mouth and blew, her breasts expanding with each breath. I was fucking thunderstruck until she blew to hard and they popped. I sat there, jaw on the floor, mind somewhere in France until she giggled and showed me the top of her thumb, upon which was taped a tube that I had somehow not noticed before.

“I gotcha good, didn’t I?” She tittered.

“You sure did. Knowing you, I thought you were using magic or something to do that.”

“No, I’m pretty sure the story just hasn’t had much in the way of comedic relief for a while, so that’s where I come in!”

I looked at Pinkie like she had found her mind and judo flipped it onto the ground before putting it in a submission hold.

“You sure are an odd one, aren’t you.”

“I sure am! What did you want to do today, if you’re not going to treat me like the bad little filly I am?”

“I could always give you a stern, platonic spanking if you want. Find me a paddle and we’ll head back to my place.” Pinkie looked very excited about that. “I was kidding, love. Chill.”

“You really shouldn’t lead a mare on like that. I might like to be the giver more than the receiver when it comes to BDSM, but I’ll be the sub if I find someone who actually wants to do it. You strike me as more of a sub anyways.” Try me and I'll kill you.

“Never say that again.”

“Why not?”

“There are memories I have that are better left undisturbed. How about we go…” I couldn’t think of anything for us to do. Ponyville was an awfully small town after all.

“Ooh! I know! Let's go prank our friends! I don’t think your prank was all that fun, so I’ll show you some of my favorites!”

“Sounds fine to me. Let’s do it.” Pinkie Pie offered her hand to me and I just raised an eyebrow.

“You’re supposed to shake a hand, Max!” She exclaimed.

“I would if I didn’t know you had a buzzer on it.” I turned her palm towards the ceiling.

“How did you know?” She asked innocently.

“I usually do. It’s a classic prank, and if your style is anything to go by, you need to think bigger. Today, we’re going to get Twilight good by way of a book.”

“Twilight loves books! How is that a prank?”

“Because we’re going to make it more interesting, duh.” I said casually.

Pinkie gave me an odd look and I told her what we’d need for the prank. It wouldn’t come to fruition today, but with time it would be the perfect little jab. I told Pinkie what supplies I would need and she retrieved them from her stash of joke supplies, then we went to the bookstore and grabbed a blank journal. After that, I took us over to the Lock Pad and borrowed some supplies from Onyx, as well as had him put an old fashioned lock on the journal. We weathered the book to make it look old, found some old gold paint that I used to write ‘Augustus Necronomicus’ on the cover, and dipped the book in dirty water to give it that aged look. After borrowing one of Pinkie’s friends magic to dry it, we took it back to Sugarcube Corner and I began my works. Over the course of four hours, I went into excruciating detail about each and every one of my exploits, filling about half of the journal with pure, unadulterated smut and some imagined gore. Pinkie filled the rest with some psychotic ramblings that I could barely make sense of, and with that, we had the perfect Twilight oriented prank.

We began on one for Rainbow, but I didn’t know her well enough to come up with much. Pinkie, on the other hand, had found the Pegasus postwoman I had met the other day and convinced her to set off some lightning around a small, lone cloud that was hovering near Sweet Apple Acres. I had no idea what was going on, but Pinkie had assured me that I just had to wait and watch. An hour later, the strange pegasus mare came back with a much more capable looking friend and they had brought two dark clouds with them somehow. I had asked Pinkie why they had two giant pieces of dirty cotton with them, but she told me that they were actual clouds which surprised me quite a bit. Even more surprising was when the two pegasi kicked the clouds and set off lighting. Once I recollected myself, I heard a loud thud. Pinkie looked at me and grinned, grabbing my hand and sprinting over to where the sound had come from. In a small crater on the ground lay Rainbow dash, arse over head.

“Hiya Rainbow! Whatcha doooin’? Pinkie asked brightly.

“I was napping,” She replied testily, “but somepony just had to come and wake me up!” She righted herself and looked at the two of us, glaring.

I waved at her. “It’s a bit early for a nap, yeah? How were you sleeping on a cloud?”

“Have you never heard of Pegasus magic?” She scoffed.

“No I thought Unicorns were the only ones with magic.”

Pinkie answered my unspoken question. “Nope! All ponies technically have magic! Even Earth Ponies! Pegasi and Earth Ponies just have different kinds!”

“Huh. Maybe I should start eating whatever the hell it is you guys do.”

“Silly human, flowers are for ninnies!”

“Hey! I happen to like flowers!” Rainbow objected.

“Eating them is for ninnies, didn’t you hear the woman?”

Rainbow glared and Pinkie grinned airily. “So what do you two want, other than to ruin my day?”

“Well, Max here won’t give me any, so I was wondering if you’d be interested!”

“Give you any what?” Rainbow looked confused, and I decided not to clear that up.

“Don’t worry about it. Wanna help us prank Rarity?”

“Sure!”

And we were off to see Gandalf the White. We talked Idly about what to do when Pinkie had the most off the wall suggestion I’d heard from her yet. Rainbow and I looked at her like she was crazy, but since I had nothing better to do, and my inhibitions were out for the day, I went along with it. Rainbow, however, talked us down to a compromise that would leave us with some modesty, so I agreed with her suggestion.

Our little trio walked into the Carousel Boutique, Rainbow and Pinkie both wearing cheese filled grins, while my stony countenance remained unmoved. Rarity didn’t seem to have any customers at the moment, so we put our little plan into action once we heard Rarity call out her presence saying she would be there in a moment.

“Hello there,” She said stepping through the door to her back room. She turned to face us, “How can I- Oh dear Celestia!” She shouted, covering her eyes and turning away.

I replaced my trousers and my shirt, leaving my jacket off. Rarity had peeked via a nearby mirror while I was doing so, but I deemed it unworthy of a comment. Pinkie and Rainbow stayed in their respective bras and knickers, though neither of them really needed the braziers.

“Why would you come in here like that!? Have you ponies no shame?” Rarity asked dramatically.

“No, we’re just comfortable enough with our bodies to show them off. Who did you like more; Rainbow, Pinkie, or myself?” I asked with a half-smirk.

“None! Will you two please dress yourselves?” Rarity shielded her genteel eyes from further dirtiness.

“Nope! Not until you give us an answer.” Rainbow put her hands on her hips and walked towards Rarity.

“Yeah! Why don’t you tell us what you think?” Pinkie Pie bounced along behind her.

Rarity couldn’t see them because she was still looking away, but the sound she made when her shorter friends hugged her was both adorable and hilarious.

“Will you two please show some modesty!? I swear, you need something better to do!” She tried to push them awake with her hands without touching their chests, but the task proved difficult as both of the girls were faster and nimbler than her.

“Alright, Pinkie, Rainbow. I think we’ve gone far enough.” I picked up their clothes and handed them to their owners, looking away as they got dressed.

“Dude, it’s a bit late to look away.”

“I wasn’t looking in the first place. It’s not like either of you are my friends or anything.”

“All the more reason you shouldn’t be embarrassed!” Pinkie bounced over to me and I looked her in the eyes. In the blink of an eye, she was stark naked in front of me, and Rainbow was blushing something fierce, her wings stuck out straight.

“Pinkie!” Rarity cried. “You are n-nude in the presence of a stallion! Please control yourself!”

“Or don’t. I don’t care what you do.” My stomach churned a little when Pinkie did a little twirl. Rainbow quickly put her shorts back on, followed by the light blue T-shirt she had been wearing earlier. Pinkie was still naked, but she didn’t seem to care.

“It’s nice to be naked! Why don’t you give it a try?” Pinkie asked me directly. Rarity turned a bit with a blush on her face and Rainbow’s eyes were still glued to Pinkie, though she did managed to peel her gaze away after a bit.

“If I do, will you get dressed?” I asked.

“Maybe, maybe not. Maybe I’ll give you a hug for being so brave!”

“Pinkie, for shame!” Rarity seemed a bit less sincere when she said that.

“Make that a definite yes and I will.”

Pinkie pretended to think for a moment. “Hmmm. What do I get out of that? Maybe I just want the hug?”

“If I hug you while naked, will you get dressed?”

“Yes!”

“Fine.” I began to undress and noticed that the other two mares had similar reactions to Pinkies. Rainbow looked mildly interested, and Rarity very much so though she tried to be discreet. Pinkie was looking at me with a hunger I had only seen from Twilight in estrus.

Once I was fully naked, I spread my arms. “Ready when you are.” Pinkie wasted no time in gluing herself to my body and I could feel her soft fur on my manhood. Luckily, I still didn’t find her attractive so I had no worries, though after the five second mark, I was beginning to get concerned.

“Pinkie? You can let go now.” I said cautiously.

“I never said how long I would hug you.”

I rolled my eyes and pried her arms off, giving the girls the last good look they were going to get before redressing. Pinkie Pie followed suit with a sigh when she saw that I was still completely flaccid, and Rarity was sporting a good blush.

“Did you perverts enjoy the show?” I asked

Rainbow shrugged. “Meh.”

“Yes!”

“I-I wasn’t looking!” The three of us pranksters all gave Rarity a droll stare and she covered her mouth, averting her eyes. “O-Okay, maybe a little.”

“Like I said; perverts, all of you.”

“I am no pervert!” Rarity protested.

“And yet you still found it within your morals to gaze upon a man in his unclothed state. One might call you a horndog, madam.”

“I-I never-”

“We all saw you looking, Rares. There’s no shame in it.” Rainbow rolled her eyes again.

“Hey! You two got to see us naked, why don't you strip for us?” Pinkie asked playfully.

“No problem here. It’s only fair.” Rainbow began to strip once again and Rarity tried to run, but Pinkie grabbed her tail and she stopped short.

“You don’t want to be the only one who doesn’t, do you? It’s not fair to Max here if you got to look at him!

“She had no input on that, Pinkie. Don’t push someone into something they don’t want to do. Though if you want to,” I turned to a beet red Rarity, “I wouldn’t look if you asked me not to.”

“I-I think I…” Rarity looked unsure as she fingered her calf length skirt.

“Just do it or don’t! You really need to make up your mind.” A now naked Rainbow said. I glanced in her direction as she spoke, but averted my gaze once I saw the blue planes of her body.

“What, you never seen the coolest pony alive naked?” Rainbow taunted.

Pinkie Pie’s attention was now on her. I scratched at the stubble that had grown on my chin. “Can’t say I have. If you ever see them, point them in my direction, will you?” Rainbow punched my shoulder hard enough to leave a light bruise and got dressed, making sure to bend over in front of me to give me a good look. I ignored her and looked to Rarity.

“Why are our friends so immature?”

“You did it too, Max!” Rarity pointed out.

“And I didn’t compliment myself or glomp anyone while naked, now did I?”

“No, I suppose you didn’t.” Rarity looked off to the side and her blush grew as she fidgeted with the top button of her blouse.

I saw an opportunity to mess with her. “Here, let me help you with that, poppet. I think you’re having far too much trouble.” I stepped up to her and brushed her hand aside, unbuttoning two of the fastenings quickly. I smirked at her as her breathing picked up and Pinkie along with Rainbow both giggled.

“I thought you were just going to do it for her, dude!” Rainbow laughed.

“I just wanted to help Rarity out since she seemed to be getting warm. I know what it’s like to have trouble with those pesky buttons, poppet.” I leaned a bit more into my accent.

“T-Thank you, I suppose.” Rarity said softly. I could tell she was getting uncomfortable, so I decided to change tact.

“How about we leave poor Rarity alone for now, girls?” Pinkie and Rainbow shared a looked before the blue one tried to pants me as Pinkie got behind me.

Somehow, despite my belt, Rainbow managed to get my pants off and Pinkie pushed me straight into the soft confines of Rarity’s bosom. I managed to keep myself upright, but I had gotten clumsy with the placement of my hands and one of them landed on Rarity’s shoulder. The other one found a much softer target.

I righted myself and pulled my pants up, willing my willy to stay down. “I’m going to kick both of your arses up and down this street.” I idly threatened. Rainbow and Pinkie made a hasty retreat, leaving me with a stunned Rarity.

“Sorry about that, Rares. It was just supposed to be a quick prank.”

“I-I… Well, i-it’s no problem, I understand.” She looked at anything other than me for a good moment.

“Again, I’m sorry. I didn’t mean to make you uncomfortable or feel awkward. I closed the distance between us and re-buttoned her frilled white blouse for her, being very careful where I put my hands under her anxious eye.

“Wait here a moment, will you please?” Rarity asked nervously.

“Of course.” I stood as she went into her back room and looked around. As usual, her shop was meticulously kept and I could see nothing out of order. The outfits she herself had made were color coded for ladies attire and by size for the comparatively colorless male attire.

“M-Max? Are you still there?” Rarity called from the back.

“I am.” I replied.

“Could you come back here for a moment?”

I walked through the door to find bright white fur contrasted against tasteful and sexy black lingerie. My eyes immediately went to Rarity’s face as I accounted for modesty and I walked closer, avoiding looking upon her lovely figure, regardless of the implied invitation to do so.

“S-So… What do you think?”

“Not a terribly fair question since you never answered my question earlier.”

“My answer should have been fairly obvious.” She huffed, crossing her arms. It raised her breasts quite nicely, though I wasn’t looking. Totally wasn’t looking.

“Implications and statements are different words for a reason.”

“Fine. I-I preferred looking at you.” Her blush grew a little and I gave her a half smile.

“And I would prefer looking at you if I had your permission do it.”

Rarity turned her gaze to me and our eyes met. “Have you not… Looked?”

“I glanced before I realized. You have a lovely figure, Rarity.”

“...So you’re not going to have a proper one?”

“You’re a proper lady, unlike Pinkie and Rainbow. It would be rude without your express permission.”

“Are you sure you’re not secretly a gentlecolt? I’m rather sure calling you back here while in my under garments was rather apparent permission. It would be for most stallions.”

“I’m not a stallion. I’m a man with manners. Please don’t tell me you were coerced into disrobing by those two.”

“N-No, not quite. It was a bit of an influence, but I don’t mind so much if it’s just you.”

“Thank you for trusting me Rarity, but I believe I’ve had an eyeful.”

“You haven’t stopped looking me in the eye since you came in!”

I stepped back a bit and gave her a slow once over, taking in every inch of her form with a fake grin plastered on my face. I felt no real enjoyment from it, even though I most certainly did appreciate the lovely view. Once I had passed over her breasts, I looked back into her eyes and found a bit of lust there.

“I’ve looked now, and my statement from earlier still stands. You’re a beautiful woman, Rarity.”

“Thank you, Max.” She shyly covered her breasts and looked at me out of the corner of her eye.

“Don’t tell me you want a naked hug too?” I asked jokingly.

Rarity didn’t answer me, but she did giggle nervously.

“...Is that a yes?” I asked

“Well I certainly wouldn’t object.”

“My lover would. Pinkie Pie is one thing, but you would be another matter entirely.” I sighed.

“Why is that?”

“I don’t find Pinkie Pie attractive in any sense of the word. She is cute, don’t get me wrong, but she’s too childlike for me to want anything of the sort from her. You, on the other hand,” I gestured to her voluptuous form, ”are quite the woman. I wouldn’t want to risk my relationship now.”

“... Are you saying you don’t find me desirable?”

“I’m saying that if I gave you a hug with no clothes on, I would need to contact my lover to let her know ahead of time because I find you desirable. I most certainly do not object to the idea.”

Rarity chewed her lip. “I go into estrus tomorrow. Perhaps you could say hello to your lover?”

“I will. I’ll let you know if she gives me the okay.” I had forgotten to ask her about Applejack to, so I needed to write Celestia anyway. And I needed to talk to her about that note I had sent her, though I really didn't want to.

“Please do.” Rarity turned around and I looked at her plump posterior.

“Before we do anything, can I ask what it would mean to you?”

“Well, it’s not uncommon for ponies in gender skewed towns to share. I wouldn’t try to claim you for my own if that’s what you’re asking.

“I was asking if you wanted to carry on something with a bit of romance or just a 'friends with benefits' kind of deal.”

“Well, I do find relationships to be rather troublesome with my current career, so the 'friends with benefits' suits me quite well. Could I ask that we have a few conditions?”

“No feelings, no non-consensual sex?”

“Well, yes, basically. Have you had this conversation before?”

“With Applejack yesterday, actually.”

“Maybe those rumors are right,” She teased, “You do seem to get around.”

“Only amongst our friends, I believe.”

“Oh, Max, there’s one more thing I wanted to ask of you.”

“Yes Rarity?”

“Could we add another clause to our agreement?”

“Depends on the clause. What is it?”

“Well, as you know, I don’t really have a stallion to enjoy the smaller things with.”

“So you want a boyfriend without the obligation. I have no issue with that, but it may breed feelings that we don’t want.”

“You underestimate a mare’s power to do without love in a relationship.” She sniffed.

“That would have a lot more impact if you weren’t half naked, love.”

“Hush! Why do you keep switching between ‘love’ and ‘poppet’?”

“Which do you prefer?”

“I like ‘love’, but I would prefer something unique.”

“How about ‘bonny’? It means beautiful.”

“...I like it!” She beamed at me.

“Then I’ll see you tomorrow, bonny.” I couldn’t just leave without giving her something for such a treat.

I took her arm in my hand gently and she whirled around, leaning forward as if she had anticipated my next move, I was rather certain that she did from the way she passionately kissed me back, slipping me a little tongue before we broke the kiss.

“I-I’m sorry, darling. Was the tongue too much?”

“It most definitely was not. I’ll see you tomorrow Rarity.” I turned and walked out of the establishment wondering what the bloody fuck I had just gotten myself into.
__________________________________________________________________________________________________________________________________________________

Celestia paid me a visit that night after I had sent her the missive about the relationships that I was going to start with Rarity and Applejack. She hadn’t said anything about it while we were making small talk over some tea that I had made from supplies she had brought. Mostly we caught up on the day to day happenings which was basically me talking about the wild week I’d been having in Ponyville and her complaining about the tedium of Day Court. Apparently she had a job for me, but wouldn’t tell me what it was until later.

“You know that prank you pulled with those brownies was evil, right?”

“It may have been, but I’m sure it was fun for you.”

“I have never been so intoxicated in my entire life! They were good, don’t get me wrong, but what the hay did you put in them?

“Just a little something that reminded me of home. If it makes you feel any better, I tested the effects on myself and Twilight first.”

"That doesn’t make me feel any better. In fact, it makes me worry about leaving my student anywhere near you.”

“You should be more worried about leaving me with her. You two might end up being pseudo sisters if she keeps hitting on me.”

“That’s not very funny.”

“It was worth a shot.” I shrugged and sipped the tasty tea.

“So, Max. What made you consider a ‘friends with benefits’ relationship with Applejack? I know you forgave her, but it makes absolutely no sense.”

“We wiped the slate clean. We’re starting over like nothing ever happened unless someone else brings it up, but even then we try to distance ourselves from that event. Considering that I’m trying to be a more honest person, it wouldn’t hurt to be closer to her.”

“That doesn’t explain the ‘shagging’ as you so eloquently put it.”

“In all seriousness?” I asked rhetorically . “I just like her as a person. She has strong morals, a good sense of justice and a great figure. Hell, besides that event and her hatred of lying, I can’t really find a reason I couldn’t be with her. She’s rather worldwise and quite down to earth, more so than her friends. If I’m right, she backs me up and I don’t doubt that she’ll call me out if I’m wrong.”

“She reminds me a bit of Velvet.” Celestia quietly added.

“Don’t go there.” I retorted just as quietly

“You can only speak to me like that for so long, Maximus.” She warned

“Don’t bring up things you damn well know hurt, then.”

“I suppose that’s fair.” She sighed. “So what about Rarity? I can’t see you with a pony that strives to be one of the aristocrats you hate so much.”

“Neither could I, but then I got to know her. Honestly, I used to despise her, but she’s grown on me. She’s a genuine, friendly person who won’t push me for information I don’t want to share, nor will she bring up topics she knows I don’t want to speak on. To summarize; she’s tactful, patient, kind, and generous. The only things I don’t like about her are her ambitions, her demeanor when it comes to men, and her accent. All minor things."

“What do you mean you don’t like her demeanor?”

“She uses her sex appeal needlessly. I’m pretty sure she doesn’t even know she’s doing it, but with the way our relationship is set up, it’s not my problem.”

“I worry when you say things like that, Max. I know breaking up with Velvet hurt,” I gripped my tea cup, “but you weren’t this cold before, even when you came back from Gryphonia.”

“I lost the person that told me that what I did in Gryphonia was justified. Without her, it’s been taking its toll on me along with her absence in my heart. I already had a piece sectioned out for her with throw pillows and a nice little rug too.”

Celestia reached over from her adjacent seat and placed a hand on my knee. “I’m here for you when you need me, Max. You know that.” She glanced at my forearms and I rotated them to show her that there were no marks.

“I know that. Which is why I told you a lot more than I told the girls. I'm certain that I love you Celestia, but there are some things that I know I need to keep to myself.”

“You said you were going to try to be more open, Max. Now is one of those moments.”

“You really don’t want me to do that, Celestia. Let’s wait until you’re ready to leave for that. Or we can wait until February thirtieth and talk about it then.”

“I don’t know what that is, but if you want to wait to talk about it, we can. Just know that I want to do it before I go and I will not forget.”

“I know you won’t. What else did you want to talk about in the meantime?”

“How have you been since Velvet?”

“Fucking terrible. I went a few days without eating, a few nights without sleeping, and I still feel pretty under the weather. Sex means little to me now, and there’s a weight on my chest that won’t go away. It feels like I’m drowning constantly and all I desire right now is to go to sleep and never wake up, but I know life goes on. I’m aware that this pain will dull with time, but dammit Celestia, does it hurt. Maybe that’s why I’ve been so fast and loose with giving pieces of myself away, but I can’t really say that I care about anything right now.”

Celestia looked heartbroken and I grabbed her hand, pulling her over to my loveseat.

“I still care about you, hun, and there’s nothing that can change that. You still mean a lot to me, and I did mean what I said when I told you that I love you. Right now, you’re the reason I’m still here.”

“Max… I never would have sent you here if I knew that it was going to hurt you like this. I love you too, and knowing that you’re like this because of me…”

“You didn’t know what the future was going to hold, so don’t blame yourself, because I don’t."I I lied. I blamed her a little. "The only thing I cared about in that sentence was that you said ‘I love you too’.” I gave her the ghost of a smile, as genuine as I could get.

“You’re a good stallion, despite everything you’ve been through. I wonder what brought you to my land, but I’m glad it did; we need more ponies like you.” Celestia placed her hand on my thigh and squeezed.

“No you don’t. You need more people with my good qualities, which I’m trying to get more of.”

“You’ve got enough now. You just need to work on some of the worse ones, but that will take some time.” She paused. “Thank you for honoring our agreement about mares, now that I think about it. Though I do find it disturbing that you hugged Pinkie Pie while nude.”

“She wouldn’t get dressed unless I did. If it makes you feel any better, I was soft the entire time.”

“I would hope so. If not, I might have to cut it off.”

“Scary. While we’re in the process of switching topics, what is this job you want me to do?”

“...It’s not a job I want you to do. I really don’t want you to have anything to do with it.”

“So it’s bad. What is it?”

She took a deep breath and let it out slowly. “You can reject it if you don’t want to do it. Say the word and it’ll be like I never even mentioned it.”

“Celestia.”

“...I want you to assassinate the Gryphon King.”

“Why?” I inquired.

Celestia looked surprised. “He’s been threatening to invade northern Equestria for some time now, and it seems like he’s thinking about it more and more lately. He’s been rejecting all peace offers, and will not comment on the raids that are becoming more frequent. His wife, Queen Elfriede, is far more reasonable, making her opposition to his goals very apparent.”

“So if I take down the King, the Queen takes over?”

“Yes, and Equestria will have a much better chance of gaining Gryphonia as an ally under her rule.”

“Why not have someone else do it? I’m sure Crimson could do it better than I could.”

“The thing is, that one of our nobles has been leaking information regarding our operatives, but we don’t know which one as of yet. If you can get the information from the King before you kill him, then that would go far in keeping Equestria and her people safe.”

“I’m guessing that I’m not on the list?”

“You are not. I personally made sure of that, regardless of whether or not you have our seals on your blade.”

“So right now I’m the only one who can do it?”

“...In a manner of speaking, yes.”

“Then I will. If it helps keep you safe, I’m willing to do just about anything.”

Celestia’s eyes glistened. “You don’t have to do this Max. It’s dangerous and suicidal! What would I do if I sent you to your death!? How could I live with myself after that? I don't want to lose you because of some foalish King that doesn’t understand the might of Equestria!”

“So you would rather have thousands of your people die in a war than your lover? You're willing to risk the lives of many for one?”

Celestia chewed her lip and nodded once. “That’s not how you successfully run a country, hun. I refuse your refusal.”

“Max, I-”

I silenced her with a long, meaningful kiss, holding her close enough to feel her breasts rise and fall as her breathing picked up.

“I will do anything to keep you safe. If that means slaying a king like a Kobold, then I’ll do it.”

Tears fell from her eyes. “I don’t want to risk losing you.”

“And I don’t want to risk losing you. That’s why I want to do it.” I looked into her eyes and something felt wrong. I don’t know what it was, so I brushed it along, sweeping it out of my mind like the tears I gently wiped away from her beautiful face.

“I will survive, Max. I always have, for thousands of years, and one little war will not change that. I assure you that I could blow Gryphonia off the face of this world, but…”

“You can’t interfere with the balance you’ve reached. I know. That’s why you didn’t allow Applejack to turn herself in when she nearly killed me.”

“What.” Celestia was stuck.

“I know you put a freeze on the reasonable orders to have Applejack arrested. I know you protected her when by all means she should be rotting in prison right now.”

“Max, what are you talking about?” Celestia’s anxiety didn’t show in her voice, but it did in her eyes.

“Don’t lie to me, Celestia. It’s very unbecoming. I don’t want revenge or anything for it, but I do want you to know that I see you for what you are.”

“I-I-”

“And yet, for some odd reason, I can’t stop loving you.” I caressed her cheek with the tips of my fingers and gave her a small smile. “You’re corrupt down to your bones, and nothing will ever change that. Your soul is as black as mine, but you’re never going to try and purify it. No, it would undo everything you’ve worked for.”

Celestia’s eyes were wide and full as she swatted my hand away.

“How dare you. How dare you!”

“How dare I speak the truth? Isn’t that what you want from me, Celestia? To be more open and honest?”

“How could you make such accusations! How dare you!!”

Her hair flickered like fire and burned with an icy intensity that her eyes mimicked. It was quite the sight to behold, but I wasn’t scared. I felt odd until I realized something that hit me hard.

“You’ve been playing me haven’t you?”

“Do not speak of what thou doth not know!”

My heart dropped and tears fell down my face in rivulets.

“Celestia?” I asked softly.

The flames that wreathed around her pulchritudinous crown lessened in their intensity and Celestia teleported away, leaving me to evil thoughts and what Celestia’s anger had meant. I was so lost, so unsure, so filled with regret. I never should have said any of that. Now, I had lost the one thing that made life worth living, and it was all my fault for accusing her of something she may not have even done.

I cried myself to sleep that night.

___________________________________________________________________________________________________________________________________________________

I woke the next morning exhausted. Lupa still hadn’t returned and I was lonelier than ever. I couldn’t purge the thought that Celestia had been toying with my heart all along, using me to do her dirty work while she and Luna sat in Canterlot laughing at my foolishness. I spent hours in the fetal position trying to ward off the deep seated ache that had settled into my breast, but nothing I could do would work. I had trusted her, loved her, given her what I could, tried to be a better man for her, but it all meant nothing. She had never loved me. She had never wanted me in her life, other than to fill the role of some boy toy that she could keep on a leash. It was a long leash, granted, but a leash nonetheless, and it hurt. It hurt so fucking bad. I didn’t want to believe that I had meant nothing to her, but it was all my mind could rest on. I was ready to go. I was ready to do anything to numb the pain.

I stepped into my kitchen and ate the rest of the brownies I had kept. There were only a few left, and they would take too long to do the job, so I went out back and cut off another bud from my tree and walked to the general store in town. The mare at the counter greeted me, but I was in no mood to talk, so I asked if she had any pipes available. Turns out, she had a few nice wooden ones and a box of matches to go with it, though she wasn't happy with my attitude. After paying her double what they were worth and giving her an empty ‘thank you’ I went back home and lit up until I couldn’t move. I spent four hours getting far too high, throwing up, and repeating the process until my entire room was so filled with smoke, I could barely see my hand in front of me.

It didn’t help as much as I’d hoped it would, so I went to the only liquor store in town while so high I could barely walk. I made it inside and grabbed two bottles of somethingclear and a bottle of whiskey. The clerk didn’t want to sell to me so I slapped a hundred bits down on the counter and walked back home, ignoring every pony that greeted me or tried to help me stand when I fell.

After drinking myself to sobriety and back into a drunken stupor, I heard a knock on my door. I stood up, enraged that someone dare disturb my wallowing, and tried my damnedest to rip the door from its hinges to find that Twilight and Applejack were standing outside. I looked and saw that the Sun was setting, which pissed me off just as much as having two mother fuckers interrupt me trying to drink myself to death.

“What.” I snarled.

“Whoa now, sugarcube, we ain’t here to do nothin’. We just wanna talk to ya.” Applejack placated

Twilight looked scared. “Max, are you okay?”

“What the fuck does it look like. Fuck off.” I slammed the door in their faces and picked up the bottle I had nearly drained, finishing what was left.

I got the other one opened when they knocked again. I couldn’t stop myself from shaking with rage, even though I knew it was misplaced. I wanted to be left alone, and I didn’t want to hurt anyone, so I had isolated myself. I could barely think straight in my knackered state and upturned the bottle, reveling in the burn. That was the scene Applejack and Twilight walked in on.

“Max!” Applejack rushed over and tried to wrest the bottle from me. I threw a clumsy punch that still landed on her jaw, though she barely flinched. She got the bottle after I threw a few more punches until I realized I couldn’t form a fist anymore; I had broken at least three fingers without even realizing it from poorly placed blows.

“Max, please!” Twilight cried.

“What the hay has gotten into you, Max!? Just a couple days ago you were fine and dandy, now you’ve been stumblin’ round town snappin’ at everypony within arms reach! What’s goin’ on”

“Go fuck yourself and leave me the Hell alone!” I slurred. “I never asked you to come here, so fuck off!”

Twilight grabbed me with her magic before I could tackle Applejack and floated me over to the couch, forcing me to sit so she could inspect my hand. After a flash of magic, my fingers were set and healed for the most part, though itchy

“How? How did you end up like this?” Tears fell from Twilight’s eyes and I raged on.

“Ask you fucking teacher! She’s been using me like a fucking tool the entire time Twilight! She never even cared! She never loved me.” I bore my teeth at her and willed my body to move, but magic trumped my meager strength.

“Wait, what?” Applejack asked, rubbing her jaw.

“I don’t know, let me see if I can cast a sobriety spell.”

“Don’t you fuckin’ dare, Twilight. I swear to God I'll kill you if you make me go back to what that fucking cunt is putting me through.”

She was taken aback and moved away from me as Applejack stormed forward.

“You take that back, now! I don’t care what you’re goin’ through, you don’t say somethin’ like that to a friend!”

“Fucking kill yourself.” I spat.

Applejack grabbed my face and leaned down. “Take. It. Back.”

I rewarded her efforts by spitting in her face. “Finish what you started, you fucking twat. Kill me now.” I hissed.

Her eyes lit up with rage and she cocked back, but the punch I wanted so desperately never came. Instead, she lowered her fist and showed me mercy that I never wanted.

“Do it you fucking coward! Nut up and hit me!”

“Applejack,” Twilight put a magic muzzle on me, “I think we need to watch over him until he sobers up. I know he didn't mean any of that.”

“I know, sugarcube, I know.” She wiped my saliva from her face. “I don’t know what happened to him, but this ain’t Max. This ain’t him.”

“Then all we can do is wait until he calms down.” Twilight and Applejack were both shaking hard. Applejack from rage, and Twilight from fear, but both were shivering like leaves.

They grabbed blankets from the closet I had stored them in and placed one on me, taking two others for themselves as they sat and talked quietly. I threw up a few times, but Twilight cleaned me with her magic when that happened, and so was the long process of sobering up. Every hour brought a new wave of pain that rocked me like no other. Just when I thought it could get no worse, life stabbed the other testicle and all I could do was sit there and take it, unable to cry or scream.

It was torture. Pure, concentrated torture.

Night had fallen for some time when Rarity came knocking. Applejack got up to answer the door and explained the situation to her and she joined their vigil with me glaring hatefully at each of them. They sat for hours talking amongst themselves, theorizing what had made me go off the deep end, and asking me every hour on the hour if I was ready to talk. Each time I just glared and whoever asked returned to their seat and they continued talking.

I was finally sober enough to speak around five in the morning, during Rarity’s turn on watch. Applejack and Twilight were resting on the floor and I was hurting badly, wanting nothing more than to smoke myself into another coma. When Rarity asked me if I was ready to talk, I nodded and she dispelled Twilight’s gag.

“Leave.” I whispered hoarsely. She replaced the gag and sat back down, worry etched deep into her pretty face.

Around eight, Fluttershy came knocking with Lupa in tow. When the wolf saw me on the couch, she immediately leaped next to me and licked my face which only earned her my scorn. She whimpered and laid her head on my lap, sticking by me, no matter how much I was lashing out. Rarity talked to Fluttershy for a moment and I had yet another visitor to watch over me. I should have been touched that my friends would go so far as to abandon their daily lives to make sure I was okay, even after threatening and insulting two of them. There was nothing more I wanted than to reach out to them and weep my sorrows until I fell into the bliss of unconsciousness, but at the same time, I didn’t trust myself to be near them without hurting someone, so when they asked if I was ready to talk, I shook my weary head and remained gagged.

Noon rolled around and I finally agreed to talk.

“Close the curtains.” The bright light had been bothering my aching head for some time.

Twilight did so with magic. “Are you really ready to talk, Max?”

“No, but I want you to leave me alone.” I whispered.

“That ain’t happenin’ while you’re like this. What happened? Why are you lashin’ out like somepony just killed Lupa?”

“Celestia has been using me this entire time. When Luna sent me to Gryphonia, Celestia objected, but she never meant it. When I told her I had blood on my hands, she already knew.”

“What do you mean by that?” Rarity inquired softly.

“I killed four people in Gryphonia.” The girls gasped collectively.

“I’m sure they back you into a corner, Max. You ain’t the type to go lookin’ for a fight.” Applejack said with certainty

“I’m not and I was. I could’ve found a different way to handle it, but none of that matters now.” I closed my eyes.

“That has to be weighing on your conscience. Maybe that’s making you paranoid, making you think Celestia doesn’t love you.” Twilight suggested.

I barked out a dry, cruel laugh. “She doesn’t give a damn about me. She never did. I called her out on what happened with Applejack, told her I knew that she had protected her after our fight. She got angry and said ‘How dare you’ like I didn’t already know. She’s corrupt and her soul is as dark as mine, but she won’t admit it.” I spat.

“M-Maybe she got angry because you accused her?”

“Who else has the authority to stop someone from turning themselves in?”

“A lot of ponies, actually. It’s down to the officer-” Twilight began

“No, that’s not what happened, Twi. I tried to turn myself in and they told me they were on orders from higher up not to let me.” Applejack explained.

Twilight’s face fell. “It can’t be true! That’s not Celestia!”

I scoffed. “Even if it isn’t, she’s not the person you think she is, Twilight. I already told you that.”

“So you think Celestia doesn’t love you because she got mad when you accused her of doing something?” Rarity asked.

“No, I think Celestia doesn’t love me because she was furious when I accused her. She teleported away after I asked her if she had been playing me.”

The girls looked between themselves, but none of them had any answers.

Applejack was the first to speak up. “Maybe you’re just overthinkin’ it? You might be goin’ to the worst case scenario for no reason.” she placed a hand on my knee and knelt before me.

“I wish I was. It makes too much sense. Can you let me lay down? It’s been a long day.”

“Yes, I’m sorry, I didn’t think of how badly you must be aching from sitting like that so long.” Twilight released her magic and Lupa hopped onto the floor next too Applejack. I stiffly laid myself on the couch.

“I’m sorry for everything, Twilight, Applejack. Neither of you deserved that.”

“Deserved what?” Rarity asked

“It’s nothing, Rares. Just let it go, it’s not important.” Applejack assured her.

“...Do you want somepony to stay with you? I know you must be hurting right now.” Twilight asked kindly.

“...Yeah. Lupa, go to the shed and get rid of that thing. Someone get the alcohol.” I sat up and heard a lot of pops and cracks, each one hurting, then giving me a bit more mobility. I started pulling my knives from their sheaths and placed them all on my coffee table. “Keep those away from me right now. I don’t need them.”

Rarity picked them up in a heap with her magic. “I’ll keep them for now. You know where to find them if you do need them, though I can’t imagine why you ever would.”

“Thank you.” I laid back down and closed my eyes.

“I’ll stay here. Can one of ya go tell Big Mac what’s goin’ on? Leave out the details, just tell him Max needs a friend at the moment.” Applejack asked.

“I’ll do it.” Fluttershy offered. “Big Macintosh usually listens to me.”

“Good idea. Hey Max?” She asked softly.

“Yes, Applejack?”

“You need anything? Wanna go lay down in your bed?”

“Yeah to both. I’m gonna go get water.” I slouched over to my sink and drank as much as I could stomach before going to the restroom. I splashed some water on my face and barely recognized the man in the mirror. He was too haggard and elderly to be me. I walked out and found Applejack just outside, listening in on what I had been doing. I appreciated the concern and tried to give her a reassuring smile, but all my lips could do was twitch vaguely. She evidently understood what I was trying to do and gave me one in turn before giving me a hug that I returned after a moment.

“I’m sorry, Applejack.”

“I know, Max. It’s okay. We know you were just speakin’ from pain.”

“I was way out of line. Never had friends like you girls before. Thank you.” The dam that had been holding back the flood burst and the tears I had thought were gone came back with a vengeance.” Thank you so much.” I said through my sobs.

Applejack stood and held me while I cried, which only reminded me of the way Velvet had done. I cried harder, breaking down completely in her arms. It was something that so many people take for granted, the touch of a friend. It was something that I had scorned in Velvet, and swore to myself that I would never do to my friends, no matter what. I don’t know how long I cried or how Applejack managed to bear it, but when I stopped, I was so worn out I didn’t want to move. She escorted me back to my room and laid me down, taking up a spot right next to me before Lupa joined in on my other side. My heart eased slightly as I drifted off into the sweet nothingness that was sleep.
___________________________________________________________________________________________________________________________________________________

I woke up to the sound something frying in my kitchen. Lupa was now laying in front of me where Applejack had been with her head nuzzled into my chest. She looked up at me when I stirred and I stroked her fur, thankful that I had her. I got up and picked out some clothes, putting them in the bathroom for a shower later. I didn’t feel like doing it, but I knew I had to maintain personal hygiene if I wanted too keep my friends and my pupper around, so I set myself to the task, regardless of how I felt about it. I peeked in the kitchen and saw Applejack at the stove whipping something up. I glanced outside and at my clock, seeing that it was morning the next day. I had already blown two days in a self destructive spiral, but I was more surprised that it hadn’t lasted longer.

I hopped in the shower and took my time, trying to wash away the griminess that I felt deep inside, failing miserably. Focusing on the fact that I had friends who were willing to put up with me at my worst and a beautiful mare in the kitchen who was hopefully making something that Lupa could eat. I wasn’t hungry, but like the shower, I knew I needed it. After applying some cologne and shaving down the beard I had begun too grown, I exited and found Applejack, yet again, leaning against the door. She smiled when she saw me.

“You smell awful nice. You got a date or somethin’?” She joked.

“Maybe. Depends on what you cooked.” I gave her a little grin that seemed too ease her worries.

“Well, I hope ya like apple fritters, because that’s what it is.”

“If you made them, they must be heavenly. Did you make anything for Lupa?”

“I didn’t. Fluttershy dropped off some food for her while you were asleep, but she hasn’t left your side since you laid down.” The wolf in question took that as her cue too nudge my lower back. I jumped and spun around, patting her head.

“Then let’s get down to breakfast.”

I’m sure my food was good, but it tasted like ash in my mouth, though I didn’t say that to Applejack. I was thankful that she had made it for me, so eating all of it was non negotiable, no matter how little I felt like eating. I noticed that she picked and pecked at her food, too busy looking at me to eat her own.

“Not hungry?” I asked casually.

“Just worried about ya.” She gave me a little smile and took a bite of her fritter.

“Thank you. I don’t mean to worry you, but I know you’ll do it anyway.”

“True. What do you want to do today? To get your mind off of it?”

I thought for a moment. “...Would you care for some cuddling?”

Applejack broke out in laughter and I joined her once I realized how ridiculous the suggestion had sounded. It lifted my spirits a bit and I needed that, even if I was laughing at my own oversight.

“I’m sorry, sugarcube, I don’t mean to laugh, but that’s the last thing I thought you’d wanna do.”

“Well, if you’re not up too the task, I’m sure I could persuade someone else.” I sniffed haughtily, not managing too keep a straight face.

“No, no. I want to, trust me. I just wasn’t expectin’ it.” Applejack started scarfing down her food in the most attractive way and only stopped when she looked up and saw the amused smile I had plastered on my face.

“What you smilin’ about?” She asked with her mouth full.

“Nothing. Nothing at all.” I chuckled. It sounded a little empty to me, but at least I laughed.

Applejack swallowed and daintily patted at the crumbs around her mouth with a blush on her face. Once she finished, we took ourselves outside and sat on my porch swing, rocking gently with the breeze. She held my hand and drew a little circle on it over and over again as Lupa sunbathed nearby. The morning was a bit chilly, but this time Applejack was clad in the warm flannel and jeans she had worn the night she came over.

“Hey, have you had a chance to shower since I’ve been out cold?” I asked.

She blushed and let my hand go. “Well, I didn’t want to leave you alone since I didn’t know when you were gonna wake up.”

“Why don’t we swing by your places and grab some clothes? Or you could drop me off with Twilight and take your time.”

“I guess I could leave ya with Twi for a bit. Not that I don’t trust ya to watch yourself, I-”

“Look, AJ, I don’t trust me too watch myself right now. I’ll be fine at Twilight’s for a little bit. When you come back, we can continue cuddling and you can draw whatever you want on my hand.”

“Fine. I guess I can’t win with you.”

“You’ll usually win with me. I owe you a lot, Applejack.”

“I’m just payin’ back the kindness you showed me, Max. That and tryin’ to be the best friend that I can be.”

“You’re being a better friend than I was.” I stood and offered a hand to her.

She took it and with that, we were on our way to Ponyville. We walked side by side with Lupa on my right and Applejack on my left. I greeted the ponies that were out and about like I usually did, feeling that I needed to be extra nice since I had been such a prick two days ago. The ponies were quick to forgive, and I was grateful for that, even if I knew there were going to be whispers about me for the days to come. I didn’t worry about it very much. It just wasn’t worth the effort. We got to Twilight’s after taking our time on our walk. I didn’t really want Applejack to go and neither did she, but I was going to be fine under Twilight’s care and Lupa’s watchful eye.

Spike was up and cooking when I walked in with Twilight herself sitting at the table half dressed and bleary, though she perked up when I walked in. She looked down at her attire and rushed off to change while Spike and I just shared a look.

“What’s up, mate?” I asked before filling my usual spot at the table.

“Not much. Twilight was gone for a while yesterday and the night before, but she didn’t say where she went. Fluttershy and Rarity must’ve gone too the same place, because I couldn’t find them either!”

“They were all at my place taking care of me, with Applejack. Apparently they heard that I was being a right prick around town and came to check on me.”

“Huh. What does 'prick' mean?”

“Jerk, or something like it. It’s not really a word you should be using at your age, though.”

“Then why'd you say it?”

“Because that’s what I was being at the time. It was an accurate word.”

“So why can’t I use it?”

“Because it’s improper for a guy your age, little man. Just ask Twilight if you don’t believe me.”

He shrugged. “I believe you. So what brings you over?”

“Twilight’s supposed to be watching me for the time being. I’m not really in a state where I can be left alone.”

“Dude, what happened?”

“It’s a long story that ends with me going off the deep end.” Lupa barked her agreement.

Spike jumped hard. “Holy moly! I didn’t even see her!”

Lupa put her head on the table since she was tall enough to do that and puffed out a breath. “I don’t see how. She’s awfully noticeable, being a giant fu-fun. A giant fun wolf.”

“Were you really going to say fun?”

“No, but I’m trying to watch my language.”

Spike and I kept up the idle chatter until Twilight returned, fully dressed in a nice little miniskirt and a sweater vest over a white blouse. We had been talking about Twilight when she walked back in, so the conversation stopped and I continued it, citing Rarity as the impromptu topic.

“Hi, Max. How are you feeling this morning?” Twilight asked with a smile.

“Better. Applejack dropped me off here so she could take care of her morning routine, so hopefully I won’t be in your hair to long.”

“Nonsense! You’re always welcome here, Max. Even if Spike secretly hates you.” She stage whispered.

“Hey! I like Max!”

“Ha! Gaaaay!” Twilight and I laughed while Spike blushed and plated the table for himself, leaving Twilight’s plate on the counter.

“You can get your own breakfast.” He muttered under his breath. I raised and eyebrow at Twilight and she rolled her eyes, using her bullshit magic too float the plate over.

“You know magic isn’t fair at all, right?” I asked.

“It might not be fair, but it is useful.” She said as she used said magic to lift her fork to her mouth. I gave her a flat stare as she chuckled and chewed, taking the utensil in her hand.

We chatted for a bit over breakfast and I stroked Lupa from time to time. She licked her chops, which earned her a few bites of Twilight’s meal, though Spike was rather suspicious of her until she attacked him with her special brand of slobbery affection, distracting him long enough to nosh on the rest of his breakfast. Twilight and I laughed at his crestfallen expression. I offered to buy him a cupcake or something some time, and he looked much happier after than. Twilight seemed much less so, preferring to keep her assistant on a near sugar free diet. With a little cajoling from Spike and I, we got her to acquiesce.

Applejack showed up shortly after breakfast to collect me and I bid my goodbyes to Twilight and Spike, happy that she had returned. We walked back to my house and I took in her apparel: She had opted for a dark denim miniskirt and a matching long-sleeved button up that she had pushed the sleeves up on. She was taking my suggestion to show off a bit more, if her outfit was anything to go by.

“You look rather nice today. Did you wear the skirt just for me?”

“I might’ve.” She smiled. “Maybe I just felt like it.”

“Either way, I like it. Very southern chic.”

“Well thank ya. I’d compliment ya on what you’re wearin’, but it’s a bit late now.”

“Never too late for a compliment, love. Though you are right in this case; it would come off as disingenuous now.”

“I’ll keep that in mind. How was your visit with Twi?”

“It was nice. Don’t get me wrong, I’m glad you came back, but I never spend enough time with Twilight or Spike. Not like I should do, at least, seeing as how they took me into their home when I first got here.”

“Well, as far as I know you’ve been a busy little bee, Max. Don’t stay still for too long.”

“I tend not to.” I was tempted to take her hand, but I reminded myself that she was supposed to be my friend, though I felt like I wanted more. I chalked it up to dependency issues and held steady, not wanting to alienate her.

We walked and chatted a bit more, Applejack telling stories that I hadn’t heard before, and I talked about some of my crazier exploits in my past life, like the time I had been caught by a gang of old ladies. That story was a little on the strange side and isn’t worth writing down now, but maybe I’ll tell it later. Lupa got stung by a bee, which was pretty funny, but nothing else mentionable happened on the trip back.

We took up our positions on the swing and Lupa laid down where she had been before. The sun had started to get a bit warmer and the day was shaping up for a warm one, so we enjoyed it while it lasted. It was a nice morning. After awhile, we took the party inside and Lupa rushed over to the couch, claiming it as her own before Applejack and I could sit down. I tried to move her, but since she was so damn big, I had a hard time doing so. Eventually I gave up and sat in the loveseat, trying to make as much room for Applejack as I could. Instead of sitting beside me, she sat on my lap and put her legs over the side of the loveseat..

“I would ask why you’re sitting on me, but that would sound like I’m complaining.” I said lightly.

“It’d be a little tight if I sat next to ya, and since Lupa stole the couch, this seems a lot more comfortable.” Lupa huffed and rolled over on her back, stretching out on ‘her’ spot.

“That’s right, pup, we’re talking about you.” I chuckled.

Applejack grabbed my arm and laid my hand on her thigh, brushing the dorsal side with her thumb. I took the hint and remembered how she liked to be stroked. Like the dirty girl she was.

“Have I already told ya that I like it when you do that?” She asked playfully.

“I think so, but it never hurts to hear that I’m doing something right.”

“You say that like ya make a lot of mistakes.”

“I do, I just play them off well. It’s hard to tell when you’re as good at it as I am.”

“Well, you gotta be good at it, ‘cause I can’t name that many. I’m pretty good about pointin’ mistakes.”

“You have to be when you run a business, love. It doesn’t take many to make the whole thing fall apart.”

“I guess you’re right on that.” She pretended too think for a moment and pushed my hand a little higher so that I was now brushing up against her skirt.

I lifted a brow and continued. “Why do I get the feeling that you’re trying to send me a message?”

Applejack played dumb. “I dunno what you’re talkin’ about. I just moved your hand a little bit.”

“Riiight.” I stroked slightly further, nudging her skirt. “Is it just preference?”

“Maybe. Just see what you like, and I’ll tell you if I like it too.”

I was feeling a bit frisky, so I switched it up, moving my hand in a tight swirling motion that reached into her inner thigh, but didn’t dip into her skirt.

“How’s that?”

“I like it, but you know you can go higher, right?”

“I don’t know, that seems like it would be a violation of your personal space.” I joked.

“I’m practically sitting you, sugarcube. I don’t think personally space is the issue here.”

“Fair enough.” I pushed her skirt up a few centimeters and kept the same motion, focusing more on her inner thigh now.

Applejack tapped her chin. “Hmmm.That’s a little better.”

I rolled my eyes and pulled her closer, causing her to sit up a bit as I reached for her other thigh, stroking the outside now.

“I think I like the other way better.”

I gave up trying to be subtle and pushed her skirt up, exposing more of her thighs as I went back to the one I had started on. I varied how I caressed her, going straight or circular, alternating every few strokes. Applejack bit her lip as she watched me avoid her privates. I hadn’t looked at her undergarments though they were somewhat visible now, focusing on foreplay. The soft fur of her inner thigh as nearly intangible, feeling more like smooth skin that actual fur. I found that much to my liking, taking my time as each stroke reached there.

“I like that a lot. Please do that more often.” She murmured softly in my ear.

I gently squeezed her thigh by way of response

Lupa looked over to see just what the Hell we were doing and rolled off the couch into the guest room. I guess she didn’t want to be present for what was to come, not that I blamed her. I kept swirling closer and closer to Applejack’s sex, each pass causing her breath to hitch as she anticipated the final stroke that would bring her the contact she so desired. I teased her brutally, keeping my caresses long and slow until I felt the soft fabric of her under garments. I gave Applejack a little smirk and she smile back, biting her thumb. I gently rubbed the semi-moist fabric, maintaining the motion I had set. If I was going to do this, I was going to make sure she got the most of the experience. My circular strokes slowly devolved into rubbing her through her now slightly damp panties, which was rewarded with a pleasant kiss from the orange mare. The kiss was so distracting along with the stress of my rigid member, that I nearly stopped, but I split my focus and kept going.

“You know, we can take this into my room and see if you really do taste like apple pie.”

“What’s the big rush?” Applejack didn’t move, instead holding my hand where it was. “I’m likin’ this.”

“No rush,” I pressed my finger against her soft lips, “I can’t exactly complain about anything right now.”

She ran her hand down my chest as I continued, scooting a bit so she could have easier access to my neck and face, peppering them with little kisses. I slipped finger behind the sodden layer of fabric and felt the warm, slippery folds beneath. Applejack nibbled on me gently as I started touching her directly which was an odd sensation since her teeth were mostly flat. Her little moans and shivers encouraged me to dip further down, teasing her entrance as much as I could with my restricted access, though I paid careful attention the the little nub that was beginning to protrude a little higher. I circled my finger tip around it lazily, rubbing it with the full length of my finger when I stroked between her lips. I looked up at Applejack when she stopped nibbling and kissing my neck, seeing that she was biting her lip and gazing at me lustfully. I kept eye contact and raised my busy finger to my lips and licked it. I lifted my eyebrows and was shocked to find that she didn’t taste like apple pie.

“Caramel apples?” I asked. She looked at me like I was stupid and swung her legs off of me, taking me by the hand and practically dragging me to my bedroom.

“What happened to enjoying the moment?”

“I thought about it and realized how long it’s been since I’ve had decent sex, which was never.”

“That’s a good enough reason for me.” I picked up the pace.

Applejack was about too throw me onto the bed when I pulled her tail, making her fall onto the bed. She rolled over, looking rather confused as I closed the small distance between us. I put a hand on each thigh and trailed upwards until she spread her legs. I saw then that she was wearing dark red cotton panties that were darker in the middle and quickly removed them from her person, tossing them to the side.

“I don’t know what you’re doin’, but I think I like it.” She said huskily.

“Have you never had a guy go down on you before?”

She seemed unfamiliar with the concept. “I don’t think so.”

“Then I’m glad to be your first.” I grinned and knelt between her legs, kissing my way up her thigh and around her sex before I gave her clit a lick. I was certain now that she did not taste like apple pie or caramel apples for that matter; it was definitely apple fritters. I briefly wondered if breakfast had anything to do with that as I teased her lips with my tongue and her honeypot with a finger. Her hand met my mop of hair and gripped it tightly, mushing my face into her vulva. I tapped her thigh twice and she let go,

“You’ve got too let me work my magic, love. You’ll appreciate it soon enough.”

“I really don’t wanna wait for ‘soon enough’. Be happy I ain’t just jumpin’ your bones!”

“I am, but just relax and enjoy the ride. It’ll be worth it, trust me.

She sighed heavily. “Fine, just stop teasin’ me!”

I rolled my eyes and went back to work, swirling my tongue around her clit as I searched for her G-spot. Once I found it, the game was on and I switched, my tongue now licking her wet lips as I rubbed and pinched her clit. She shuddered and moaned, surprising me with a small orgasm early on that only served to galvanize me, increasing my efforts. I worked happily, taking pleasure in each noise she made as I lapped at the sweet nectar she was releasing. All too soon, Applejack took a handful of my and pressed my face against her as she rode through another orgasm.

I was happy to keep going, but she pushed my head away and closed her legs, unbuttoning her shirt clumsy with shaky fingers. I cleaned my hands and wiped her juices off of my chin and helped her, my deft hands making quick work of her little buttons. She shrugged the shirt off and exposed the red plaid brazier that lie beneath before she unzipped her skirt and did away with that as well. I kissed her and grabbed her hands, preventing her from undoing her own bra so that I could have the pleasure. I took my time in removing it and guided our kiss back to my pace when she tried too hurry it.

“Relax, Applejack. We’re not on the clock.” I smirked

“I know, I’m just not used too waiting so long.” She looked at me, pleading with her eyes for me to get on with it, but I kept going on my own time.

Once she was fully naked, she all but tore my clothes off of me, though she thankfully calmed down once she had my member in her hands. She worked it more gently than I thought possible at the moment before she licked the tip, guiding it into her mouth with ease, even relaxing her throat so she could take it all the way down to the base. I moaned my approval and ran my hand through her hair, letting her do as she pleased since I doubted that she could get me off with her mouth.

Then she really started.

Applejack bobbed her head along the first few centimeters along the tip, stroking me with her hand as she looked me in the eyes while doing it. She circled her tongue around the tip, the wide, flat muscle wrapping around my member. She either knew what she was doing, or was guessing very well, but in any case, it was phenomenal. I gently extracted my member from the warm, demanding chasm of her mouth and she pouted.

“I was enjoyin’ that.” She pouted.

“Don’t you want to get to the main event?”

Her pout turned into a sultry smile and she grabbed my arm, pulling me down on top of her. Swiftly, she swapped positions with me and my rod was enveloped between her sodden lips. In lieu of roughly jamming my member into herself as I expected, she undulated her hips, coating my stiff, throbbing member with her honey. I was ready for her to stop teasing me now, but the mischievous smile she bore said that I would have to endure for a little longer than I'd anticipated. I reached down and gently nudged her hood back to expose her clit completely. At the brush of my fingertips against her most sensitive area, Applejack jolted, ceasing her grinding on my shaft as she looked at me in confusion. I grinned up at her and pinched the nub softly, causing her too shudder.

Applejack was done with the pregame show and was ready to begin in earnest, gingerly placing my tip against her wet entrance, easing down the full length of my shaft. Every centimeter was like a completely different ordeal, and with every twitch of her inner muscles, I felt something different. She was tight in a different way than any other woman I had been with. years of labor that would render lesser people broken had made her unique, and that alone pushed my stamina to its limits. I held on for dear life, thinking of mutilated kittens and reciting the multiplication table until I could say it in my sleep. I loved every second. Holding her thighs as she bucked, my eyes saw clearly every minute detail: the bounce of her breasts, the sweat on her brow, the ragged state of her breath. My worries had long faded into nothing and my focus was narrowed into making the woman on top of my enjoy this fleeting moment much as I was.

We had set a perfectly fine pace, but if I knew Applejack, she would want it faster and harder in a way that I could accomplish due to my experience, so when she set her hips and gyrated, I made my move and pulled her down, rising from the outside while keeping us connected. Her eyes wide, I lifted her leg and positioned myself so that I could use my full length, thrusting faster and deeper than she had been able to achieve from being on top. Her mewls of approval fueled me to perform.

I preserved the position until Applejack let out a cried out, naming Celestia as her deity of choice which I found to be in very poor taste. I chose to ignore it and pulled out once her climax subsided, giving myself a bit of much need respite as I monitored her reaction. She was recovering quickly, though she seemed done for the time being until she picked herself up and grabbed my shoulders, pulling me in for an ardent kiss, her chest heaving against mine.

Applejack pulled away, but held my waist. “Most stallions just sit back and enjoy the ride, but you. You sure as hay ain’t no stallion.”

“Thank you, but I hope you’re not done with just that. I still haven’t gotten off yet.”

Her eyes lit up and she beamed. “However ya like it, go for it. I know you won’t disappoint.”

I smirked. “You’ll like this one, then.”

I instructed her too lay face down and perch her well toned arse high in the air and spread her legs, entering her in the oceanic. I started easily, relishing the still slicker folds of her honeypot with every patient stroke. She bucked against my hips, eager to feel the bliss of another climax, so I matched her and brought my hand none too lightly down upon her firm posterior. Applejack yelped cutely and grinned.

With no further impetus needed, I continued my assault on her athletic bottom, careful not to swing too hard lest I actually hurt her, but she seemed eager for more. Applejack’s fingers flurried over her clit, causing her too shudder through yet another small orgasm as I relentlessly gave her my best. I was finally nearing my limit again, and it felt wondrous. Applejack had been moaning in a low voice for some time, seemingly never stopping, but I was about too come too my own climax, hilting deeply into her and releasing my seed deep within her welcoming walls. Her inner muscles squeezed every last drop out of me, and once she had felt me stop, she fell over on her side, bringing me down with her for fear of breaking my most important bone.

“Dear Celestia, you’re gonna wear a mare out if ya keep it up like that.” Applejack weakly wheezed.

I looked up at the clock in my room. We had been going for nearly two and a half hours.

“Time flies when you’re having fun.” I realized then just how out of breath I was and relaxed into the pillowy confines of my bed. “I thought you wanted a guy with stamina?”

“I did and still do, but I’m so sensitive, I think I’d get off again if ya pulled out. It’s been way too long.”

“Maybe we’ll have too make this more of a regular thing, then.”

Applejack chuckled. “We might have too. Never thought I’d enjoy gettin’ spanked.”

“Few people ever do until they try it when they’re not in trouble.” I palmed her positive perfect posterior as my member softened. I finally pulled out and Applejack twitched, moaning one more time.

“I think I need a shower.” Applejack said airily.

“Care to join me? I’m told I’m an expert back washer.”

“Keep your hands where I can see ‘em and I’m in.”

“That’s not fair! How often do you look at your arse?” I teased.

“Not often enough by your standards. That’s the only exception I’m givin’ ya for now.”

I assisted her out of bed and into the shower where I most certainly did not keep my hands to myself, despite Applejacks false protests. I found it odd that I often shared a shower with a woman after sex, but I chalked it up to preferring to be clean rather than smelling of sex and sweat for the rest of the day. I proved my boasts as back washer, however, and we finished up before I could find another way to tease her without dipping below her hips.

We spent the rest of the afternoon snuggling and teasing each other, though we never went to the extent that we gone to before. I respected Applejack’s wishes and directed my attention to leaving my thoughts behind. An odd conundrum, to direct one’s thoughts away from thinking, but one that Applejack went a long way in helping me accomplish. She stayed until nightfall, bidding me goodbye in favor of Rarity who was taking a couple of days off to watch over me. I suppose I should have felt embarrassed about needing to be supervised by my friends, or that I had been such a knob to them when they were only trying to help, but I barely remember doing most of it and only received the information I used to complete my journals from them at a later date.
_________________________________________________________________________________________________________________________________________________

Rarity and I bid Applejack a fond farewell and settled in for the night. Her outfit was quite alluring; a black deep V-neck and a matching black knee length skirt with some kind of stockings. I like stockings. I made us some mashed potatoes and salad for dinner since I never kept much in the way of pony food around, and we had a nice meal, though it was on the quiet side. I had opened up the windows in my room and kept the door shut, but I still occasionally caught the warm, musky scent of sex every now and again and by the look on Rarity’s face throughout dinner, she noticed it as well.

“So what have you been up to today, Rarity? “ I asked after I had finished.

“Oh, nothing much. Working ahead on a few orders, finishing up your request. Matters of little consequence too a non-fashion oriented pony such as yourself.”

“Doesn’t mean I wouldn’t care to hear what you’ve been up to. I consider you a good friend, and the least I can do is ask about your work, especially some of the finer details of seamstress...ing?” I swear, she couldn’t take a hint worth a damn. I just wanted to get too know her a bit before I laid her like a proper gentleman, and she was making the task more difficult that it needed to be.

“Max, I’m well aware that you’re not interested in my work.” She stated plainly. “Though I do appreciate your consideration, I wouldn’t bore you with the drab details of my everyday life.”

“You say that like I know what your everyday life is like, bonny. Tell me, how do you start your mornings?”

Rarity looked flattered and began speaking of her favorite subject. “Well, I start my morning by washing off the facial mask I use nightly. A mare needs to look her best, and I find that it gives my face the perfect glow! After that, I begin my morning routine, make breakfast for my sister and I, and from there I start my work day.”

“So what does your morning routine involve? It can’t be as simple as brushing your hair a few times.”

“My heavens, it most certainly is not!” She rambled on about minute tasks that I could never remember, even if I was trying too catalogue my experiences in this new world down to every minute detail. It was that boring.

“Max? Are you listening?” She asked with a scowl.

“I got lost in thought after mascara, I think. Your efforts are truly astounding, Rarity, though I do wonder what you look like without your ‘face’ on. It must be hard, improving upon perfection, that is.” I smoothly complimented.

Her face reddened and she diverted her eyes. “Thank you, but I assure you that flattery will only get you so far with me.”

“How far will it get me exactly? Because if it earns me a seat next to you, I would happily flatter you until you tire of my voice and beg for my silence.” I offered her a cheeky grin.

“I may start begging sooner rather than later if you keep it up. As much as I love an honest compliment, I can’t help but feel that you’ve an ulterior motive.”

“Besides trying to get to know you a bit better and see how you react, there’s nothing else. Believe me, I have no hidden agenda.”

“I thought perhaps you were trying to prove Macintosh correct with his assumptions.” She calmly sipped her drink.

“You say that as if I would sleep with anyone just because they asked. You already know better, Rarity.” I was mildly offended by her words.

“Well, I happen to have the vaguest of notions that you performed certain acts with Applejack earlier today.”

“Your notion is correct. Did I not tell you that Applejack and I had a similar agreement to our own?”

“Don’t you take that tone with me, Max!” Bitch, my voice is dead.

“No tone meant, bonny. I really don’t recall if I told you.”

Rarity had the good grace to look abashed. “Oh.”

“What’s really going on, Rarity? You told me that you were fine with sharing. I’m not exactly going to try and sleep with you right after I’ve spent the day with another woman anyway. I’m just trying to show interest, to let you know that I care.”

“...I suppose I’ve just been a bit curious about what happened between yourself, Applejack and Twilight before I came over.” She found great intrigue in the grain of my kitchen table. “I’m not fond of being left out of the loop, especially when it involves my friends.”

I sighed and looked at her. “If you really want to know, I was blackout drunk, and verbally assaulted Applejack and Twilight when they came over to see why I was being such a prick in town. Then once they came inside, I physically assaulted Applejack, broke a few fingers, and had too be retrained and healed by Twilight. Sometime after that, I threatened Twilight and spat in Applejack’s face. I’m sure you can see why neither of them wanted too tell you.”

“Oh. Oh my.” Rarity looked shocked.

“That’s just what they told me and what little of it I remember. That’s why you girls have been watching over me; To make sure I don’t flip the fuck out again.”

“...You’re taking this awfully well, all things considered.”

“I’ve been keeping my mind off of it by talking as much as possible, listening when I’m not. Trying to focus on the moment and not let myself get overwhelmed.”

“I always have an ear for you, darling, and a shoulder if you need it.” Rarity smiled kindly at me.

I replied with a melancholy one of my own. “There’s only so much talking can do, bonny.”

“I know, but I think you could do with a bit more of it. Not about the topical matters, mind, but about what’s really weighing on your heart. I know you feel that the Princess betrayed your trust and love, but perhaps that isn’t the case.”

“I can only fool myself for so long. I’d rather deal with it now than turn it into a drawn out affair that only aches that much longer.”

Rarity took a deep breath. “I doubt that you want to hear this, but you should talk to her. You can’t avoid it forever.”

“Who said I was avoiding anything? I haven’t talked to Celestia because she hasn’t returned to correct me. That’s why I think I’m right, Rarity. No one gets that mad over a lie.”

We stayed silent for a few minutes, Lupa’s pacing in the living room turning into a metronome of sorts. I was about to speak again when I heard her pacing cease and turn into growling. Deep and feral, I had heard it once or twice before and it was as equally bone chilling as it had been the last time I’d heard it. There were a few soft knocks at my door and the empty hole where my heart had once been contracted until it could fit on the head of a pin, drawing the breath from my lungs. I felt like I was suffocating, helpless. Rarity looked between myself and the door, deciding that I needed a friend more than the door needed answered at the moment. Her words were sounded like she was whispering through cotton, dull and soft. There was no way anyone's timing could be more shitty. Or more perfect, depending on your point of view.

Lupa’s growling turned into thunderous barking, scaring Rarity to the point she hid behind me, distancing herself from the apex predator that seemed to grow even larger. I shook like a leaf as I stood and tried to regain control of my senses, my movements awkward and jerky. Lupa calmed somewhat as I passed her and patted her head numbly, though she followed me to the door with her thick coat swishing against me. I opened the door and the person I wanted to see the least stood there.

The luster in her once glorious mane faded, completely stilled as though the intangible breeze that once blew through it had stopped dead in its tracks. Her fur seemed dingy and dull, rather than the brilliant white I had known, and even her choice in apparel seemed to speak of faltering confidence. We stood and stared, neither of us daring to so much as breathe in the others presence lest our respective toxicities mingle and become a whole new poison.

Lupa howled, but her vocalization of her hatred fell on deaf ears. She and I were in our own world, our own dimension as we took in and digested the appearance of the other, but we couldn’t speak. It felt as if breaking the silence first would make our words worthless to the both the other and ourselves.

“Princess?” Rarity called out from behind me.

We both looked at her with an emptiness that made her back into the kitchen, and out the door to my porch. I turned back to Celestia. We looked into each others eyes and I had to know.

“Are you using me?”

“No.” Her eyes welled with tears and my heart ached I knew that I had caused her pain like that of which she had given too me.

“Did you mean what you said?” She asked, her voice thick with emotion.

“Yes.” The tears that had been in her eyes sprung forth, but before she could get away from me, I embraced her.

“I love you. I love you, and I don’t care, Celestia.” I whispered into her ear. She wrapped her arms around me after a minute of silent sobbing and began again in earnest.

We stood in the threshold as she weeped in my arms like I had with Applejack, and I held her for what felt like hours. I didn’t mind. I had felt the honesty in her words and seen it in her eyes. At the very least, I owed her some comfort. When she finally stopped, she looked up at me.

“How can you love me if you know I’m evil?” She hiccuped

“Because,” I wiped the tears from her face, “I’m evil too. There’s good within people like us, Celestia, we just have to work harder than anyone else to show it. It’s because we’re alike that I can recognize you for who you are. I see you, Sunbutt. Not the facade you put up for your subjects, but the woman behind the mask.”

Celestia broke out into tears again. “Why do you have to be so honest now? Why didn’t you just lie? I would have felt so much better for it.”

“I want to be a better man for you, and honesty is a part of the process. You can’t hide the truth from yourself and ever expect too really be happy.”

She held me tight and I stroked her mane, singing the lullaby I had learned for my brother while he was in his coma. It wasn’t a happy song, but it fit the tumultuous relationship we had.

I brought her inside and took her into the guest room, the only place that hadn’t been soiled by arguments or sex in my home. We sat together for a long time, trying to make sense of what in the bloody fuck we were. I still felt that I was poisonous to the people around me, infecting them with my darkness, while Celestia felt as if she were a fire that burned anyone who wasn’t cautious enough. In essence, we felt the same way about ourselves, and without speaking on it, we both just knew.

“We’re a fucking mess.” I chuckled mirthlessly

“We are. Love is hard.” Celestia sighed.

“It is.”

“...I’m going to miss you when you die.”

“What the fuck?” I whipped my head to Celestia and her eyes widened.

“I meant of old age! I didn’t mean that I was going to kill you or anything!”

“You worry me. You say things like that and I feel my lifespan shrink.” I rubbed my chest.

“Don’t joke about that.” She sighed. “I’m sorry I left before I said anything. I just…”

“I shouldn’t have said that. I was out of line, I was just…”

We both sighed.

“I’m sorry I yelled at you.” Celestia apologized.

“I’m sorry I accused you of something you didn’t do.”

“Are we okay, Max?”

“No, we’re both fucked up individuals, but we’re fucked up individuals that love each other, so of course we clash every now and then.”

“Right. I really want to make this work.”

“So do I.”

We glanced at each other awkwardly. I reached for her hand, and she allowed me too hold it.

“I’ll think twice about what I say from now on. I didn’t mean to take jabs at you, but you know that protecting Applejack was warped.”

“This from the guy who agreed to buck her after she nearly killed him?”

“She’s good in bed, what can I say?”

“So it’s her that I’m smelling. How was she?”

“Rather good, actually. She tends to mess up the pacing and rush things or draw them out longer than needed, but she was fun.”

“Huh.” Celestia squeezed my hand a few times. “Is she better than me?”

“No. You’re still number one.”

“That’s why you really want me, isn’t it?” She pretended to be offended. “You just want me for my body!”

“What can I say, it’s the best body I’ve ever laid eyes on. Not too slim, not too plump, not too soft, not too toned. You’re just right.”

“Thank you, every mare loves to be complimented on her body and her body alone.” Celestia rolled her eyes.

“Hey now, you just haven’t given me the chance to say anything about your fun personality!”

“Just fun?”

“Well, I could say that you’re impish, sly, artful, and compassionate, but I don’t know if I could fit all of that into a few succinct words.”

“You could always try instead of being lazy.”

“You could always do it yourself, to. I swear, having all those servants waiting on you hand and foot has turned you into quite the sloth.”

She huffed. “Better a sloth than a monkey! At least sloths are cute!”

“Monkies are cute too, they just don’t grow algae from never moving!”

“Sloths do move! They just do so when they feel the need to rather than bandying about for no reason.”

“Unless that reason is for cake, I don’t see you move too often.” I poked her side and she scowled at me playfully.

“And unless it’s for sex, I don’t see you doing much either!”

“I take walks!”

“Trolling for a piece, perhaps.”

Celestia and I went back and forth for a while longer, patching up the holes we’d made in our hearts piece by piece with more jokes and jibes. We really needed to stop giving ourselves reasons to do that, but it was just the process we seemed to go through. It wasn’t a healthy relationship by far, seeing as how we could only speak half of our minds to each other, but I wasn’t with Celestia because I expected things to sunshine and daisies all the time.

“So where do you think Rarity went?” I asked.

“I believe she’s right there.” Celestia pointed at the window behind me and I turned around, catching the other white mare off guard. She meekly waved and I gestured for her too come in.

“You know, I have some pretty good friends, even if they are nosier than an anteater.”

“That’s the way most mares are. You struck gold in that respect when it comes to me.” Celesta primped her hair, a little of its luster returning.

“Right.” I gave her a droll stare. “Before Rarity comes in, have you managed to find someone else for that Gryphonia job?”

“Yes.” She said.

“You answered that far too quickly. I’ll talk to Luna on the details if you don’t want to be involved.”

“That is most definitely not a good idea. She’s very upset with you, which is why I came over. She told me to either suck it up and talk to you, or she was just going to deal with you herself.”

“Oh. Angry sister. Right. Well, if you can convince her to not kill me, I’ll get the job done asap. Nothing like a quick trip to a land that hates me, right?”

“I don’t believe anyone in the Gryphon lands hate you, but I forbid you to do this task.” Celestia looked resolute. “I have struck an agreement with Luna, and she will infiltrate Gryphonia. She is far more capable of the task than any of our Operatives.”

“If she could have done it in the first place, why did you even ask me? And what changed your mind about me doing it?” I ignored the fact that she said ‘anyone’ instead of ‘anypony’, though I did find it odd.

“It was Luna’s suggestion that you do so, and we both thought it improper for a Princess of a peaceful country to assassinate a king from a neighboring country. I may have given her an ultimatum regarding to whom would complete the mission.”

There were two soft knocks at the door and I turned to Celestia.

“If I need to, I’ll talk to Luna myself. It would hurt you more to lose a sister than me, and I refuse to put you through that kind of pain.”

I stood and opened the door with Celestia following me. Rarity smiled sheepishly and ran a hand through her perfectly coiffed mane.

“So… Are you two…?” She asked tentatively.

I looked back at Celestia who was quite unhappy with me. “We’ve been better, but we’re getting through it.”

“We are not. I meant what I said, Max.”

“And so did I.” Celestia glared at me and I shrugged. “It’s safer for you my way.”

She brushed past me muttering dark things in a language I was unfamiliar with and put her hand on my easy chair.

Rarity and I looked at her. “What are you doing?” I asked, wary.

“Say you won’t, or I’m turning your favorite chair into a decoration on the moon. It’s a one of a kind, Max, you won’t find another like it.”

“You wouldn’t.”

“What?” Rarity asked, looking between us.

“I would. I would and I will.”

“I’ll sic Lupa on you. I swear to everything you hold dear.”

Celestia narrowed her eyes. “I’m an Alicorn, Max. I could swat her across town without trying.”

“I would be more upset about that than the chair. A lot more, actually.”

“Then I suggest that you stay put in Ponyville to make sure I don’t do that.”

“Are you seriously threatening my pupper? Because that is not the way to get anywhere with me.”

“And doing something I forbade you to do is no way to get anywhere with me. Why can’t you just respect my wishes? I’ll even forgive you if you just stay put.”

She had me there. “Fine. I won’t go anywhere.”

Lupa cocked her head from the couch and Rarity looked more confused.

“I’m glad we could reach and agreement. I’ll visit again soon.”

“HOLD UP!” I yelled at the top of my lungs

Celestia and Rarity jumped hard at the sudden shout. “What?” Celestia asked.

“Walk out the door, don’t just teleport. That shit bothers me.”

She gave me a long-suffering look. “You’re an idiot.”

I grinned at her. “I’m your idiot. Get used too it, hun.”

She rolled her eyes, but still did as I asked. She left the door open and made sure I was looking at her before she teleported.

“Did you just have an argument with the Princess?” Rarity asked incredulously.

I went over too shut the door. “I did. She’s the lover I had to ask before we entered our agreement. Really charming, isn’t she?”

I heard a thud and Lupa skittered off of the couch. When I turned around, Rarity was on the floor and Lupa licked her face. She only did so once, and promptly open the bathroom door. I’ve never heard a wolf vomit, so that was interesting. I couldn’t just leave poor Rarity where she was, so I dragged unceremoniously to the guest room and somehow managed to get her on the bed. I’d never been one much for powerlifting, so it took a few tries, but I succeeded. The ponies might be around my height and shorter, but dear God are they dense.

I went back into my living room and caught my journals up while Rarity was working on coming to. I was petting Lupa when she came out rubbing her head and her waist.

“Why do I ache so badly? And how did I get into that room?”

“You fainted and I carried you.” I rubbed my nails on my shirt and inspected them.

“That may explain why my head hurts, but why does my waist hurt?”

“Ponies are heavy.” I shrugged.

“Well I never!” I rolled my eyes and walked over to her, jumping into her arms.

She panicked and caught me easily. “Oh. Would you look at that.”

“See what I mean?” I gave her a peck on the cheek and she dropped me on my arse quite rudely.

“Well, ow. You could’ve just put me down.”

“Oh, I’m sorry darling, but you were just so heavy.” She sniffed.

“It’s literally a difference in our physiology, you pudgy twat.” I got up rubbing my coccyx and flipped her the two finger salute.

“I am not pudgy!”

“Yeah, you’re right. I’d say you’re more chubby than pudgy.”

“You take that nonsense back right now, you brute!”

“I would consider it, but the pain in my bum is rather distracting.”

“You’re simply insufferable! How anypony manages to tolerate you is beyond me. To think, I even allowed you to gaze upon my physique!”

“Yeah, yeah, yeah, whatever you say bonny. If I tell you that you have a slim, lovely figure, will you shut up?”

“I most certainly will not! How is this the stallion that was so charming before?” She asked no one in particular.

“Well, before you so kindly dropped me, I felt like being nice.”

“I will apologize for dropping you if you apologize for calling me fat.” She huffed.

“You dropped me first!”

“You said I was heavy!”

“Your bones are damn near twice as dense as mine, if what Celestia told me was right. To me, you are heavy, but to a pony, I’m sure you’re as light as a feather.”

“That sounds like a paltry excuse.”

I rolled my eyes. “Sorry I’m not as strong as one of you Rainbow-Brite bastards, but that’s just the way I am.”

“...Are you saying I’m stronger than you?”

I really didn’t like the look in her eye. “Yes? And?”

“I don’t believe I’ve met many stallions I could overpower.” A smile grew on her face, and I remembered that she was in estrus for a few more days.

“Try it and I’ll cut you.”

“With what knives, darling?”

Fuck.

“...Let’s talk this out like adults, yeah?”

“I believe you lost that option when you called me chubby.”

Rarity walked towards me slowly and I waited until she was about half a meter away before bolting towards the door. It took me a bit to realize that I was running nowhere fast, a few inches off of the ground.

“Where are you going, Max? I just want too show you some affection.”

“Magic is cheating!”

“It’s not my fault you don’t have it. Blame fate instead of me.” She said sweetly, floating me off towards my room.

I was suddenly very glad that I had washed my linens so that I wouldn’t be laying in a wet spot from earlier, but I couldn’t help worrying that Rarity was going to do something to me that I didn’t want. I didn’t take her for a rapist, but estrus was supposed to make mares do things they wouldn’t normally do, and my heart pounded. I held hope that she was just going to toy with me for a bit, let me go, and we could have a laugh about it later.

Rarity gently placed me on my bed and hopped on top of me, releasing her magic when she had my arms above my head.

“Please tell me you’re not going to hurt me.” I asked, shaking slightly

“Just your pride, darling.” She grinned devilishly and started peppering kisses all over my face, leaving a bit of her lipstick where her lips made contact.

I scrunched up my face and tried to free myself, unable to do much since she was sitting on my hips. Then the real torture started. She gave my face a long, slow lick that was even weirder because of her wide tongue. I gave her a ‘what the fuck’ look and she giggled.

“I’m having so much fun!”

“I’m really not. Can you stop now?”

“I could stop at any time.” She did not stop, but she did take both of my wrists in one hand and start tickling me.

It was awful, but not as bad as I had been expecting. My worries were abated until she grabbed me. I felt the blood rush to my face and her smile widened.

“I am not okay with this.”

“Oh relax, I wouldn’t go any further without your consent.”

She didn’t remove her hand.

“...I’m not consenting.”

Rarity rolled her eyes and gave me a peck on the lips, letting my hands go as she moved back a little to sit on my thighs. I sat up and wrapped my arms around her waist, and she put her own on my shoulders. She gave me another, longer kiss.

“I’m sorry I called you pudgy.”

“I’m sorry I dropped you. I must say, you’re quite fun when I’m in control.”

“That was terrifying Rarity. I don’t like being powerless; I thought you were going to rape me for a bit.”

Her eyes widened. “I would never do such a thing!”

“Fear isn’t rational, bonny. I just hate being subject to someone else’s will.”

Rarity looked abashed. “I didn’t know.”

I gave her a kiss. “It’s okay. Just remember that I’m not much of a sub, though I wouldn’t mind if you took control every once in awhile. It’s just something I’ll have to get used to.”

“I wouldn’t want to make you uncomfortable.”

“You make me uncomfortable in my pants every time I see you.”

Rarity blushed and lightly smacked my shoulder. “Do you ever say anything that isn’t perverse?”

“I do, it’s just more fun my way rather than the proper way. Is this the cuddling that you wanted, or did you have something else in mind? Because I’m rather fond of this.”

“Well, I did have something else in mind, but I’m enjoying myself as well.” She had a pensive look on her face.

“Do you have a question?”

“Well, I was just wondering…”

“Yes?”

“How many mares are you in this sort of relationship with?”

“Just Applejack, Celestia, and yourself. I really don’t want to add anyone else to that list. I’m not sure I could handle it.”

She perked up a bit. “Well, it would be perfectly acceptable for you to do so, if you wanted. Most stallions who engage in these kinds of things often see mares numbering in the double digits.”

“Again, not a stallion. I’d prefer to keep the list small with women I actually like, rather than sleeping around with near strangers.”

“How much do you really know about Applejack and I?”

“I know a good bit about Applejack now since we spent most of the day talking, but you weren’t terribly receptive when I asked about your personal matters.”

“So that was you trying to get to know me?”

“It was. I wouldn’t mind talking to you some more if you don’t mind. You’re an interesting person.”

Rarity preened. “I’m aware of that, though you didn’t seem to think so when I started talking about my morning beautification.”

“I don’t really care much for make up. I’d prefer to see you in your natural state, but that doesn’t mean I don’t appreciate the effort that goes into it.”

“I suppose that’s reasonable, but I’ve not allowed a stallion to see me without it since I was younger than Sweetie Belle.”

“Maybe you could give me the honor of being the first?” I wondered who Sweetie Belle was, but I guessed it was the younger sister she had mentioned earlier.

“I’m not sure about that, Max.” She said nervously.

“I won’t pressure you to do something you don’t want to, but the option’s there.” I smiled crookedly at her.

Rarity replied with a little one of her own. “I just worry about what you might think. I have a certain image I would like too maintain.”

I rolled my eyes and licked her nose, causing her to scrunch up her face in the most adorable way. “If I can’t accept you without some goofy face paint, then you need to find a better man.”

She wiped her face off. “I need to find one who won’t lick me!” I don't plan on doing it again. You taste terrible.

“You did the same to me.”

“Yes, but it was more fun when I was giving rather than receiving!”

“I really hope you don’t feel the same way about dick.”

She hit me again and I laughed. “Simply insufferable!” She said with a smile.

“I keep telling people it’s one of my better qualities.”

“I suppose it just takes some getting used to.”

“See?” I put my hands on her hips. “Just an acquired taste. Like coffee!”

“The problem with that is I actually enjoy coffee.”

I squeezed her sides and she started. “Not funny!” She cried.

“Very funny. I swear, sometimes it’s too easy to mess with you.” I gave her a winsome grin.

She huffed playfully. “I would save it for somepony who can’t overpower you.”

“If I did that, I would never get to mess with Ponies.”

“Is that a bad thing? Perhaps messing with ponies stronger than you isn’t such a good idea?”

“Eh, It’s too fun to pass up.”

Rarity pushed me down and hovered over me. “You say that now, but what if somepony hurts you because of it?”

My hands were free since hers were on my chest. I used my freedom to grope the glorious globes that hung above me, and she jerked backwards.

“I guess I’ll just do that. The only males I’ve pissed off since I’ve been here is Macintosh and a few twats in Canterlot, so it should be fine for most situations.”

“You should warn a mare before you do that! I swear, your manners deteriorate further with every word!”

“This from the woman who molested my gentleman’s sausage not even ten minutes ago?” I sat up.

“...Fair point.”

“How about we take this elsewhere? I’m sure a few open windows and a candle haven’t done much too get the smell out of here.”

“I wasn’t giving it much thought until now. Thank you for that.”

She got off of me and I lead the way back into the living room. Lupa was still occupying her space on the couch, and since Rarity was still rather fearful of her, she chose furthest seat away from her until Lupa padded over and sat her head in her lap. Rarity was petrified. Lupa stayed there for a minute or two, looking up at Rarity, but when it became clear that she wasn’t going too move a muscle until she was clear, Lupa came over too me in my easy chair and I gave her the affection she was looking for. Rarity stayed silent and I ended up talking to Lupa for the next thirty minutes or so. She eventually let herself out of the house and Rarity eased up, walking around to calm her hammering heart. I stole her seat while she was doing so, and when she returned, she just gave me a womanly look before sitting on me horizontally like Applejack had done earlier.

I grinned evilly before I pulled the lever, nearly tilting the recliner back onto the floor, but with Rarity had panicked and sat up straight, balancing us. After that little surprise, she lay her head on my shoulder and pinched me, though I wasn’t complaining; I had a lovely woman resting on me without a care in the world. The biggest challenge I had to face now keeping my hands away from her enticing bottom, which proved too difficult to do. She pinched me when I did it, but it was worth the momentary ache.

All in all, it was a pleasant way to spend the evening, though I spent much of it wrapped up in my own mind. I pondered the situation I found myself in with Celestia and found that the more I inspected the night’s events, the more I wanted too see her again. Being apart from her took a small toll on me, and I felt that if we could spend more time together and actually get deep into knowing each other, that we would be much happier for it. Compared to the time I had spent with Applejack and the time I was going to spend with Rarity in the next couple of days, Celestia and I had spent nowhere near that amount of quality time. I would have to bring that up the next time she visited.

Pushing those bothersome reflections aside to be dealt with another time, I directed my attention to the woman that was snoozing peacefully on my chest.