It wasn’t yet morning when I woke up again. And it wasn’t surprising that I was in Fluttershy’s cottage, in her bed, or that we were still naked together. What was surprising was that we weren’t alone anymore. Philomena was also with us and also naked. Philomena always sleeps naked, so that wasn’t surprising. It didn’t surprise me that she was with us. What I was wondering was when she joined us. Aunt Luna’s moon hung in the sky and shined her dim light through the open window upon the two girls. Fluttershy was laying against my left side while Philomena was laying against my right side.

Luckily there was room for all of us on the almost king-sized bed. Fluttershy’s bed was like her room, simple but well made. I was on my back with my arms over each of them. Both girls had one wing over each other with their heads almost resting up against each other on my chest. This I didn’t mind at all. What guy would right? Two beautiful naked girls laying in bed with you was every guy’s dream.

What I minded, a little was that one of Fluttershy’s hands had snaked its way down to my soft sleeping member. Which, now, along with me was waking up due to her gentle slow strokes. There was no way I was going back to sleep with her doing that.

To solve this little problem, I tickled the side of her body lightly to create an itch. Which meant she’d use that hand to scratch it and reposition it. Thankfully it worked. After scratching her side, she repositioned her hand under her head again. Thank goodness. Now I can get more sleep.

^_^

I woke up again just when Fluttershy was waking up with a yawn. Philomena just smiled when our eyes met. The morning sun shined through the window lighting the two girls as if a sign from heaven. Not that I would disagree with it if it was. You can possibly imagine the smile that was on my face as I looked between them as we greeted the morning sun.

“Oh, good morning, Fred,” Fluttershy’s voice was back to normal letting me know that most, if not all, of her issues from the day before, was gone. I smiled at her as she noticed Philomena out of the corner of her eye. “Philomena,” Fluttershy giggled as a morning greeting to her. “Good morning to you too. When did you get here?”

“After we went to bed obviously,” I had to interrupt with a chuckle at the plain and simple obvious answer. Philomena shook her head while lightly bopping me upside my head while Fluttershy giggled at my antics.

“Twilight asked to check on you,” Philomena explained. “Came last night and stayed. Girls said they...show up in morning to see you.”

“Oh, in that case, I’d better get up and get ready then,” Fluttershy said, and started getting off the bed. As she did, and as she stretched, I let my eyes wander over her slim small form. And for once Philomena didn’t stop me. This was probably one of the best mornings of my life. “Like what you see?” she giggled, wiggling her butt at me making her tail sway back and forth.

“Definitely,” I nodded then looked to Philomena. “And you too.” Philomena chirped out a giggle and a nod of understanding.

After Fluttershy giggled her way out of the room and to the bathroom, Philomena looked up to me with a wide smile. “She is better. More normal.”

“Yeah, she is,” I agreed, putting my hands under my head giving out a stretch of my own. “I didn’t see any of the guilt or ghosts of the day before in her eyes, so I think she’s alright now.”

She nodded in agreement, then grinned up at me. “I tell secret,” she whispered. Which got me curious, so I raised an eyebrow for her to continue. “We watched you and Fluttershy loving another.”

Did I just hear her right? At my confused shocked face, she just smiled and nodded her head. “All of them?” She nodded again before wiggling herself more on top of me.

“Very hot,” she whispered up to me giving me her bedroom eyes.

My body started responding to her even if my mind was on, “Why did they stay and watch?”

“Worry for friend,” she told me, which I guess would make some sense. The look that Rainbow gave me would fit into that explanation.

I smirked, but nodded just the same, “And to make sure I didn’t screw it up either.”

Philomena agreed with a light hum. Right after that, we heard the front door open.

“Fluttershy?” Twilight’s voice called out into the house. We also heard the shower running, so Fluttershy wasn’t likely to hear Twilight’s call. A grin spread over my face and motioned for Philomena to stay quiet. She nodded and listened to Twilight’s hoofsteps. We heard her head upstairs and down the hall toward our room. But stopped.

“No, Fred is probably in there,” Twilight muttered and her hoofsteps sounded once again in our direction. Philomena was the one to mess with Twilight this morning when she scooted off of me, folding her wing off of me, and then taking my member in her hand. And started pumping it slowly. I got the picture and looked at the door with an expression of pure pleasure.

“Good morning, Fluttershy. How are yo-“ Twilight came up to the door, peeked inside, and then froze. Her eyes went wide as she saw us and what Philomena was doing to me.

I couldn’t stop myself, it was just too good to pass up. “Morning, Twilight. Come and join us.”

Her wings snapped open, but her face went into a firm upset look. “Buck me,” she cursed at me before turning around.

Before she could take another step, I quickly got up out of the bed saying, “Alright, Twilight. If you insist.” And proceeded to comically walk after her with just that intent. My arms outstretched before me, wiggling my fingers quickly, and blowing kisses her way.

She screamed out a sharp yelp in shock and started back away from me down the hallway. “No, you don’t, Fred. Stay away, don’t you dare.”

“But I’m just obeying your command,” I laughed at her. “And this is the third or fourth time You’ve walked in on me while I was naked. I think you’re trying to tell yourself something.”

“No I’m not, Fred,” she continued stomping away from me down the hallway. “And that’s not what I meant and you bucking well know it.” And all through this, Fluttershy didn’t open the door because she didn’t hear us? She was probably lost in her own little world in the shower.

“Oh, but how do I know when you keep coming in seeing me naked all the time?” We had backed up all the way back down the stairs to the first floor at this point. She was near livid right now, but I was having too much fun to care. I also knew that some of the other girls were bound to show up, I just didn’t know who or when.

But as fate would have it, right at that moment the door opened with Rainbow strolling in. “Hey, Flutters- What the…”

“Rainbow help me, tackle him,” Twilight said immediately upon Rainbow’s entrance.

And Rainbow Dash, being who she is, immediately didn’t argue, but flew at me with, “Got ‘im, Twilight.”

Now, remember, I’m used to wrestling with her human counterpart, but I don’t think she knows that…yet. Our bodies connected with full impact. Her momentum pushing me backward. I could tell that Rainbow wanted to pin me to the floor and demand what was going on. However, thanks to her human counterpart’s training, I knew to twist my body around where we started rolling along the floor. And before Rainbow knew what was going on, I had her pinned to the floor with my feet on her legs and my hands on her arms. And staring down at her with a face splitting grin. “Well, good morning Rainbow,” I all but laughed down at her. “Didn’t know you were this bold, especially after watching Fluttershy and I last night.”

Rainbow’s eyes went wide after I said that as the fight left her. “How did-”

“Philomena was kind enough to tell me about you girl’s voyeurism last night.” When I looked at her, Twilight’s eyes were wide with her mouth hanging open in shock. I wiggled my eyebrows at Rainbow, “You two have been very naughty girls.”

Rainbow’s wings snapped open as I heard Philomena laughing her ass off upstairs. Really, Rainbow? Makes me wonder what turns on Twilight?

“Oh my...um...I think I missed something.” Looking up, I saw both Fluttershy and Philomena at the foot of the stairs. Fluttershy was wearing a robe while Philomena was still naked and giggling at Fluttershy’s confused expression. “Fred? Why are you on Rainbow Dash?”

“Twilight told her to tackle me and she lost,” I told her with a grin.

“Yeah, alright I...lost. Now let me up,” Rainbow complained with her face red as a beet. The tone of her voice told me that she’s like her human counterpart in that she hates losing.

However, “You’re not exactly struggling...Skittles.”

“Fred, will you please go put something on?” Twilight whined at me as she too was blushing beet red.

I got off of Rainbow anyway and even helped her up off the floor. “Can’t. Nothing here for me to wear. You teleported me away from the library naked yesterday remember?”

She facepalmed and without looking up she groaned, “I’ll be right back.” And then disappeared with a soft pop and a flash of magic.

Rainbow tried to ignore me as she turned to her friend, “So, Fluttershy, how are you feeling?”

“Oh just fine, Rainbow,” she told her with a wide smile as she stepped up to me, turned her back to me, grabbed my hands, and wrapped them around her. “Fred, was so wonderful last night.”

For a moment, I closed my eyes and took a long sniff of her hair. Flowers and ozone. I felt her hands clasp onto mine as she pressed herself back up against me.

“He was?” Rainbow asked while looking skeptical, as if not believing what she was hearing.

Fluttershy nodded, guiding a hand up to her bosom, and letting me caress it. “Oh yes. The place you picked out was perfect, but it was Fred that calmed me down.” She hummed while laying her head back against my chest and closed her eyes. “You were so gentle at first, Fred. Letting me relax. Then making love under the moonlight. After we got back here we showered outside, washing each other before going to bed together.” She tilted her head to give me a passionate kiss.

There was a pause there which gave my mind enough time to remember about the dates Rainbow and I are supposed to be on.

“Oh by the way,” I interrupted looking over at Rainbow, “speaking of being together. What about those dates Rainbow? The bet that you lost? Now that Philomena and I are together, have you two had a chance to talk about that?”

It took her second, but Rainbow remembered. “Oh, yeah we talked it over,” Rainbow started explaining.

“That’s right, I forgot all about those,” Fluttershy said quietly.

Twilight suddenly popped back into the cottage, saw me with Fluttershy, and flung my clothes at me. “Here are your clothes. Now please, put them on.”

I caught the shirt and pants with one hand before backing up, “Alright, alright. Jeez.” I started putting on my shirt, “So what’s the verdict, Rainbow?”

“Oh...um. It’s alright. You know, no big deal,” Rainbow told me. Her voice sounded like she either wasn’t thrilled about it or just not sure. It was echoed as she crossed her arms under her chest with a shrug of her shoulders.

“Look, Rainbow,” I said to her while putting on my pants. “That whole thing was simply to get to know you. That’s all. So, if you don’t want to call it a date, that’s ok. Honest. All joking aside, alright?” Once my pants were on, I stepped up to her and offered my hand.

She looked at it, then me. And sighed with a small smile, “Alright, all joking aside, I guess I can agree to that.”

“Great, thanks.”

“Look, Fluttershy,” Twilight interrupted, and with the tone in her voice it sounded like she was getting impatient. “Are you alright? Because all of us are going with Rarity tomorrow morning to Manehattan you know.”

Manehattan?

Fluttershy nodded, “I’m great, Twilight. Fred was just wonderful last night. And the spot everypony picked out was romantic.’

“Oh, good, because we really need to support Rarity as she attends the fashion competition,” Twilight sighed in relief.

I cleared my throat and raised a hand, “What’s this about Rarity and a fashion competition?”

“Oh, Rarity is going to Manehattan to compete in a fashion competition and we’re going along to support her,” Twilight explained.

“Ok, so why haven’t Philomena and I been invited to join?” I wondered as Philomena stepped in front of me to put my arms around her.

“Rarity our friend. We want to support her,” Philomena said in a way that mimicked a pouting child, complete with sad eyes.

“I understand, Philomena. But you’ll have to take that up with her.”

“Ok, let us go,” Philomena spoke quickly, taking my hand in hers.

I stopped her with a hand on her shoulder, “Whoa, hold on there fire starter.” I chuckled a little at the look she gave me as she wondered why I stopped her. “Dress first.”

She looked down at herself before giggling at her absentmindedness. And with a nod, she went upstairs to dress again. “You know, Fluttershy if you want you could put in a good word for me. Besides, you can thank her for picking out the romantic spot last night.”

Fluttershy brightened instantly with a wide smile, “Good idea, Fred.”

^_^

“Rarity, are you here?” Fluttershy called out after we walked into Rarity’s boutique. Though called out would be a little bit strong for her soft voice. Philomena was also there with me as she had her arm in mine. The last time I was here she wasn’t all that receptive, so after last night I wonder how she will react to me.

“Fluttershy darling, is that you?” came her voice from the back, wafting through the double doors ahead of us.

“Yes, Rarity. I’m here with Fred and Philomena.”

“Just a minute,” Rarity called out in her usual voice. I didn’t hear any hesitation in it either. Then again I don’t think she expected me to ask to go with her and the girls to Manehattan either.

“I’ll admit one thing,” I spoke up softly while looking around to kill time. “This world’s Rarity’s boutique is quite something. Her human counterpart’s boutique seems like every other store compared to this one. Even the building is shaped differently.”

“Really, Fred?” Fluttershy asked where I nodded to her.

“I guess I can accept the compliment, Fred,” Rarity said as she pushed open the double doors.

“You’re welcome. I meant it too. Why a carousel though?”

She smiled and sashayed up to me, rolling her eyes a little as if the answer was obvious. “Because my dear human, fashion is like a carousel. Some designs come around for a time, fade away, and then return again. Not all, but some fashion trends do come around again.”

“Huh,” I chuckled lightly with a nod of acknowledgment, “haven’t thought of it that way, but your right. If I ever see your counterpart again, I’ll tell her about it.”

She hummed at me, giving me a look that told me she wasn’t sure if she was ok with that or not. Then she dismissed the whole thing with an almost unheard of snort and smiled to Fluttershy. “Now, Fluttershy, what brings you here this morning?”

“A couple of things, actually. I wanted to thank you for your help in planning last night. It really was romantic and Fred was just wonderful.” I could tell by her voice she was blushing.

“Well, you’re welcome,” Rarity came up and hugged her with Fluttershy returning it. “And even though Fred and I aren’t friends, he had a good point in that it should be something treasured.”

That’s when Fluttershy pulled away with hurt on her face. “That’s the other thing, Rarity. Why didn’t you invite Fred along with us to Manehattan?”

Rarity blinked once as if trying to process the question. “Why should I? We aren’t friends and it’s just for my friends and I?”

“Now that hurt Rarity,” I spoke softly to her with a disappointing deep frown. Philomena’s feathers were starting to get ruffled by it as well, I could tell. “You don’t want my support? You won’t allow me to support you in something you care about?”

“All he wants to do is support you as we do,” Fluttershy pleaded.

Rarity sighed and looked at her friend with a look that begged to be listened to, “Fluttershy darling. I can accept that he’s Princess Celestia’s son. I can also accept what happened last night and that you say you enjoyed it and seemed to be better because of it. I can also try and accept that he may very well be a good man. But I’m sorry, Fluttershy. I simply can not accept him as my friend.”

“I see.” I was hurt. Deeply. And that hurt and disappointment filled my soft voice. “Then I won’t stay.” I turned around with Philomena turning around with me and headed toward the door. I know it probably shouldn’t have hurt as much as it did. And I know that she was technically right, but I thought she was making progress in her dreams. But to say something like that to your face.

“Fred...” Fluttershy whispered at me as I walked to the front door.

“Might want to stop by AJ’s place, Fluttershy. So, she can see how you’re doing. I’ll talk to you later.” And left. Philomena walked with her head leaning against my shoulder trying to comfort me. Maybe her friendship is just too much to ask for. Maybe she is just one that is incapable of change. I just walked and ignored the rest of the ponies that were out for the day. Even ignored the humans that were out for the day.

Philomena must have been leading me because after a bit of walking she pulled me into a bakery shop. It took me a couple of minutes to realize that she had pulled me into Sugarcube Corner where Pinkie worked. It was open, but also mid-morning, so no one was there yet. The smell of baking goods was inviting though.

She sat me down at a booth in the corner before going up to the counter. Depression about what Rarity had said hit me harder than I thought it would. I still heard what Missus Cake said to Philomena.

“Hi dear,” Missus Cake greeted before leaning in to whisper. “Yes, she’s upstairs.” Philomena’s footsteps hit my ears as she went upstairs.

Meanwhile, I simply sat in the booth feeling sorry for myself and depressed. I leaned against the corner and closed my eyes. A short time later I heard someone move into the booth with me. It was Pinkie. Her face showed pity for the way I was hurting right now. And showed it by putting her arms around me and lowering my head to her breasts, using them as a pillow. She was dressed of course, in a simple single color shirt and dress that, by all appearance, looked like it was what she wore for work every day. Even though clean, it still held some stains and the smell of sugar and bakery.

“Philomena told me what Rarity said,” she whispered softly while holding my head. She had a good set on her but also wasn’t overly large either. I’d say a small D maybe? Round, full, and firm they were perfect for laying my head in. I’d be enjoying it way more than I was if I wasn’t feeling so bad right now.

“I know she didn’t mean to hurt my feelings...” my voice trailed off in thought as Pinkie rubbed my head.

“But she did anyway,” she finished for me and I nodded my head slightly.

“You meant what you said last night...right? About being friends?” I asked now feeling a little nervous.

“Yes, Fred. I meant every word.” I felt her lean down close to my ear. “And the part about the benefits,” she whispered into my ear. I lifted my head as she pulled back and took my head to lead me out of the booth. My mind was curious as to where we were going as we made our way across the dining area, through the back, and up some stairs. While we walked upstairs I had a passing thought of where Philomena had run off to. Because I didn’t see her around.

Pinkie led me upstairs and into a relatively short hallway. Which consisted of three doors. She led me into the last door. Which turned out to be her upstairs bedroom. That much was obvious. You can just imagine what her room was like, being a party planner, and all. It looked like a miniature party with some balloons and streamers around the brightly colored room. She let go of my hand and shut the door behind me. And to my surprise, she smiled at me before starting to remove her shirt. My eyes widened and watched her expose her white bra covered breasts to me. She giggled at the look on my face while laying her shirt on a chair next to her bed, which looked to be queen-sized.

“Uh...Pinkie.” As much as I would enjoy having sex with her, I just wasn’t feeling it right now.

She shushed me softly, putting a finger on my lips with a smile that told me she understood. “This isn’t sex, Fred. But I want to comfort my friend.” Her hands reached down, unzipped her bottom dress, and put it on the chair with the shirt. “The best way to do that,” she said softly while reaching back to unhook her bra, “is to hold you against my naked body as you're naked as well.” She unhooked her bra, took down the straps, and placed it on the chair. Her breasts hung free. And they were absolutely beautiful. She wasn’t wearing thong panties, but it wasn’t granny panties either. They were pink, naturally, and a little larger than thongs. She took them off and added them to the chair. She shook her head letting her curly hair bounce.

Then she stepped up to me and raised my arms over my head. And took off my shirt, also putting it on the chair. Then came my pants. And because Twilight didn’t see fit to bring any underwear, I wasn’t wearing any. She grasped my hand and pulled me into her bed.

It was just what she said. She laid down then invited me to lay down facing her while pulling my head back into her firm beautiful breasts to comfort me. I put my arms around her, hugging her, and closed my eyes to enjoy the light tickling her fur was doing to my cheeks. She didn’t turn the light on either after we got into the room, so the only light was from the window. Pinkie reached back and closed the curtain, leaving the room in a soft dim white.

I sighed a little as her hands rubbed my head. The feeling of the rise and fall of her chest against my face was peaceful and comfortable.

“Better?” she asked in a soft whisper. I felt her leg gently drape over mine as she snuggled with me.

I hummed softly in an affirmative way with a small smile. This was about as close to heaven as I could get. “Thanks, Pinkie.”

“You’re welcome, Fred.” She laid her head over mine. “You’re my friend and I want to comfort you.”

“You do it this way for your other friends?” I almost didn’t ask, but I was curious.

I felt her head shake. “Nope. Not like this. You’re the only one of my male friends that has these special benefits. We can be like this anytime, Fred. Even if you aren’t feeling bad.”

Her words washed over me in a wave, making most of the hurt go away. Not all of it mind you, but this did go a long way to making me feel better. “Pinkie?”

“Hmm?”

“Thank you,” I said, holding her a little tighter, “you’re the best.”

She giggled slightly before rubbing my head and going back to humming softly. For a guy, this was as close to heaven as you can get without actually being there.

^_^

I must have dozed off because when my eyes opened my head was still in Pinkie’s wonderful chest. Of course, I didn’t know how long I’ve been asleep. One of my arms was under Pinkie’s head. The other was draped over her with my hand at the base of her tail. Pinkie wasn’t as streamlined fit as Rainbow, but then again she wasn’t fat either. I really don’t know how she does it, but in spite of all the sugary sweets she eats, she still keeps a slim figure with very little fat on her. And what there is in just the right places. My hand moved to one of those places. Her nice round butt. Probably all the bouncing, and skipping, she does.

“You’re a naughty boy, Fred,” Pinkie teased with a giggle.

I chuckled and patted her butt playfully, “Can’t help it, Pinkie. You’re like an irresistible treat.”

“Aww thank you, Fred,” Pinkie cooed.

“You’re welcome, but if I do this too much Philomena might get jealous.”

“I’ll tell her not to worry then,” she giggled a little before wiggling her butt a little playfully.

My hand slapped her butt lightly and playfully. But like all things, this too was coming to an end. “Pinkie, we need you here,” came Missus Cake’s urgent voice up the stairs.

“Alright, I’ll be right down,” Pinkie nearly yelled back, so I let her go to let her get up and get dressed. And let me tell you, it was a genuine pleasure watching her get dressed again. Though now I had no clue what to do with myself. But I simply smiled, letting my eyes roam over her body as she put on her bra and panties.

While she was doing that, my ears picked up the sound of hooves coming down the hallway. I was laying on my back on her bed and at first, I thought that it might be Missus Cake. However, it wasn’t Missus Cake. Just when Pinkie got done putting her panties on, the door opened to show Twilight standing there.

“Pinkie, I was wondering if-“ she stopped dead at seeing me naked in her room, smiling and happy with Pinkie standing there in her underwear. It must have been too much for her because her eyes narrowed at me as she threw up her hands with, “OH COME ON.”

I couldn’t help it, I laughed at her.

Pinkie was confused while standing there looking between us in her underwear.

I caught my breath long enough to try and explain it to her. “This is the fourth time she’s walked in on me naked, Pinkie,” I told her while chuckling between words.

“Why does this keep happening to me?” her voice was almost a whine as her eyes locked onto me.

“Maybe you just need to get it out of your system,” Pinkie offered while finishing getting dressed. “You’ll have to figure it out on your own, I need to help the Cakes.”

Twilight shook her head, turning to Pinkie, “Oh yeah, Rarity wanted you to drop by when you have a chance and talk to her about...something.”

“Okie dokie lokie,” Pinkie replied and headed toward the door to work, “I’ll stop by after the rush. Have fun you two.” Pinkie left us as she singsonged her way out the door bouncing all the way.

I had finally caught my breath after laughing so hard earlier. Twilight was standing there in something like a librarian type dress. Which really worked for the sexy librarian look. Her back was to me when I got up from the bed and walked up to her. “I think I got an idea of what that “something” is Twilight.”

“Yes, Fred,” she said, turning around to face me. “We’re trying to convince her to let you go.”

She sat down on the bed with me after I motioned for her to join me. “So you don’t agree with her?”

Twilight shook her head, “No I don’t, but I can’t force her to make you go either.” She looked up at me with a wide smile, “Philomena is getting the girls to talk to her.”

“Yeah, I can imagine,” I smiled in return while thinking about earlier. “She’s the one that brought me here to Pinkie, so she can cheer me up.”

“Did it work?” I could hear her curiosity in her voice when she asked that question.

“Yeah it did,” I answered back with a smirk. “Let me tell you something Twilight. Pinkie and I didn’t have sex as you might think. Yes, we were naked, but she was just holding me. I even dozed off. And I don’t know if I can put it into words. But just simply holding someone...somepony that you care about is the most natural way to comfort them. But to do that naked is like removing all barriers between you. To be the closest to them that you can be. It’s natural, it’s nature, and it’s like saying, ‘I want to remove any and all barriers and let you know how I feel so I can comfort you.’”

She seemed to think about it because she got that far off look when her mind is grinding about something.

“You can also say something else about it,” I said getting her attention again. “You could say that being naked with somepony you care about is to lay bare everything about you. Everything that’s good, and everything that’s bad. Laying bare all your faults. Being totally open with them, with you. That if you wanted to, you could easily hurt me because I’m laying bare my soul before you.”

“I...I’ve never thought about it that way before,” she said slowly as I could see the gears grinding in her head through the look in her eyes.

As I sat next to her on Pinkie’s bed I put an arm around her. “Right now Twilight, I’m completely open and vulnerable to you. All joking and sexual innuendos aside. You’re my friend Twilight and I trust you with myself and all my feelings.”

She turned her head and looked up at me. Her eyes blinked once with her mouth hanging open, as if in awe of it.

“That’s what makes it so intimate, Twilight,” I whispered to her, looking into her eyes as if searching for something. “You want to try it with me?”

“Oh...um,” she started blushing and fiddling with a lock of her hair, “I don’t know.”

Leaning over my lips touched her forehead softly, just at the base of her horn. “I know it can be scary the first time, so it’s only natural for you to be nervous. Because you’re opening yourself up to be completely vulnerable. It’s the ultimate show of trust. But I won’t force you.”

“I’ll...uh...think about it,” she said with a hesitant and nervous voice before standing up. It was like watching a nervous giddy schoolgirl about a crush she’s interested in. She was like that all the way out the door.

And now I was alone and didn’t know what to do with myself. So, I thought I’d just stay here and wait. It was about an hour or so later, I think, that Philomena came walking into the room.

“Fred,” her voice was happy as she closed the door behind her. The smile on her face lit up her eyes as she crossed the room. “How are you?” she said slowly as if trying out the words. Normally I think she would have only said ‘how you’ but she’s improving.

I stood, still naked, and hugged her to me. “I’m alright, Philomena. Twilight told me what you’ve been doing. Thank you.”

She put her head against my chest and put her arms, and her wings, around me. “You are welcome, Fred. You are my mate. I love you.”

“And I love you, Philomena,” I whispered and kissed the top of her head.

“Why are you naked? I do not mind,” she said and I could see the curiosity in her eyes.

“Pinkie pulled me up here to comfort me. And to be honest, she held me while we were both naked, but nothing happened, so don’t worry. But about almost two hours ago, Pinkie was called downstairs and guess who walked in just when Pinkie was putting on her underwear?” Philomena started giggling. “Yep, Twilight. It was the fourth time that she walked in on me as I was naked. You can imagine her reaction.”

“Yes,” she nodded her head against my chest.

“Right now, though, I want to show you my love and appreciation, alright?” I asked while stepping back and taking her head in my hands.

She nodded while looking up at me with eyes filled with expectation and want.

Without saying a word, I took the straps of her dress in my fingers and slid them off her shoulders. Her dress fell to the floor with a soft thump, exposing her naked slim form to me. Her eyes narrowed into her bedroom look with her wings rising up behind her in all their glory. My hands found her naked narrow hips and held her, one on each side. “You are my strength, my comfort, and my fire, Philomena.” Gently I pulled her against me, wanting to feel her slim form fit against mine.

“Fred,” she whispered contently as her arms and wings wrapped around me once more. “My mate.” She laid her head back on my chest again making herself comfortable against me.

My hands snaked down to her firm butt, pulling her waist against mine. One of her hands had claimed my own butt and was squeezing gently. Her other one trailing along one of the scratches that she had given me while humming softly. Both of her wings felt wonderful as the feathers tickled my back. For a while, I just held her to me while letting my hands roam freely around her body and simply enjoying the feeling of her against me in my arms.

Philomena and I left Pinkie’s place before she got back. It was only polite to do so anyway. So, we returned to the library to find it empty, which suited us just fine. After we arrived, I went straight upstairs. Where I spent the rest of the afternoon loving Philomena for everything she’s done for me.

Based on what Twilight told me earlier, I made a mental bet that something would happen tonight regarding Manehattan. I just didn’t know what. That answer came around dinner time when Twilight walked back into the library, calling out to us from below.

“Fred? Philomena? You two here?”

Philomena opened her beak to reply but I put a hand there to stop her and winked at her. She smiled getting the idea and waited. I took a breath and called out to her, “No, we’re not here.” We were laying on the bed with her on top of me when Twilight replied.

“Ok, I’ll look elsewhere,” Twilight called up and I heard hoofsteps.

I held up three fingers and counted down: 3, 2, 1

My ears picked up the sound of the front door opening and her hoofsteps stopping. And a second later we heard her sarcastic laugh, “Ha ha ha, very funny, Fred. Now come on you two let’s go. The girls and Rarity want to talk to you at Rarity’s place.”

I called it, didn’t I?

“Alright, we’ll be right over,” I called out to her before Philomena and I got up to get dressed.

^-^

As Philomena and I knocked on the door to Rarity’s boutique my mind was wondering about what would be said. Although I did have a pretty good idea. One of them might even go so far as to say that if I didn’t go, then neither would they. If that was said, then I didn’t know what I would do. I knocked at the door before entering Rarity’s boutique. The somber mood hit me like a sucker punch to the face after we walked in. Rarity was on her fainting couch with the rest of the girls sitting around it in front of her in chairs gathered from the store. “Rarity,” I nodded to her before addressing the others, “girls.” Philomena and I walked up to the circle and waited.

Rarity didn’t move from her place on her couch. In typical Rarity fashion, she was laying on it with one hand behind her head and the other on it. All she did was turn her head to look over at me with a look that told me she was tired of having this issue and just wanted it over with. “They’ve been hounding me all afternoon about you coming to Manehattan with me.”

“You realize that I didn’t ask them to speak to you, right?” I asked her. I didn’t want her to think that I was trying to force the issue on her. Philomena was beside me with an arm around my waist holding me against her.

She looked at me for a couple of seconds, then to the girls, and then back to me. “I believe you, Fred,” she said at last. The girls remained silent as Rarity spoke to me. “And after talking with them, I’ve come to realize that what I said, though the truth, hurt you. And I guess I can apologize for hurting you, even though that wasn’t my intention.”

“I know that,” I answered in return after a sigh. “I know you didn’t mean to hurt me, but it was the way you said it. I understand that you might have issues with me being human. And I understand that will take time. But to just outright say that you’re not my friend and to just go away...well...” I shrugged letting it trail off not knowing how else to put it.

“I may have been cold in how I said it,” she acknowledged with a nod. “However, what I said was, and is, true. We are not friends, but yes you are right that I have issues with humans. And for a very good reason.”

“Why’s that Rarity?” Twilight asked softly as she knew it was a touchy subject.

“Because they are nothing but brutes,” she said in a huff and a quick nod.

“Fred isn’t,” Fluttershy disagreed in her usual soft voice.

“No, he isn’t, Fluttershy,” Twilight agreed, looking over to Fluttershy with a smile. Then looked over at me with a look between amusement and frustration, “Though he does rub my fur the wrong way at times. It’s simply not logical to hate a whole race based on the actions of a few or a whole group.” She sighed before smiling at me, “Fred, and our counterparts taught me that.”

“I don’t blame all ponies because Blueblood killed my father and tried to do the same to me,” I told her firmly, but as gently as I could. “So, if you want to judge me, Rarity, then go ahead and do so. But judge me based on me and my own faults and not the faults of others or the transgressions of a past that I wasn’t a part of nor responsible for.”

A silent pause hung in the air when no one spoke for a minute. Before Applejack spoke up, which was a little surprising.

“Rarity,” her voice was soft and filled with mixed emotions from understanding to remorse, “I understand that you have issues. Tarnation, just look at me.” She was leaning forward in her chair with her hat in her hands. Her ears laid back on her head and sorrow written on her face. The look of a pony that’s taking a long hard look at herself. “I was raised my whole life, by Granny, to hate humans. And I’ll admit that I’m not quite over that yet. However, what happened a couple of days ago...” She sighed, almost looking like she would cry again. “Rarity, because of my actions Fred and Fluttershy got hurt. I’ve been doin’ a lot of thinkin’ since then and talking with my brother. And even with Apple Bloom. We all saw how he treated Fluttershy last night. And how he protected her from those two goons.” The room was quiet as we listened to AJ pour out her heart. She paused for a second to collect her thoughts before continuing. “Fred’s not a bad guy,” she said and even turned to give me a small smile. “We all know how Granny feels and what my ma did to save his pa’s life from Granny. Like you, Rarity, I’ve been livin’ with hate, like Granny still does. I’ve come to realize that I don’t want to live like that anymore.” AJ straightened up and looked at Rarity. “Now I’m not one to go and tell you what to do, Rarity. But take it from a mare that’s been there. If, for some reason, he got hurt because of one of your actions… Well, let’s just say, that is something you don’t want to feel.”

Rarity was watching AJ intently while she spoke and was still silent after she was done. At first, it appeared that Rarity might not say anything because her face didn’t give much indication of what she was thinking or feeling. Until…

“Alright, Fred,” she said, suddenly getting up from her couch. She walked up to me with an intent look of fire in her eyes. “You said for me to judge you for you. Alright, then that’s exactly what I’ll do. You will come with me to Manehattan and support me. However, you will be working while you do and I’ll be watching you the whole time. After we get back to Ponyville, I’ll render my judgment.” By the time she got done talking she had stepped up to me and looked up to me with an intense glare in her eyes. As if daring me to say no.

“Working in what way, Rarity?” Twilight asked curiously. “Because I’ll doubt he’ll accept slave work.”

“If he wants to support me, then he can do so by working for me,” she reiterated by crossing her arms under her chest and glaring up at me.

“I won’t be your slave, Rarity,” I told her, looking at her with a firm look of my own. “It goes against everything I believe in. However, if you need me to do something for you, then I’ll happily do it in the hopes that we can one day be friends. And only in that light will I support and help you. We all know you wouldn’t ask either of these girls to slave for you.”

She seemed to mull it over before nodding her head up to me. “Alright then, Fred. It’s a deal. Be at the train station at eight sharp in the morning.”

Next Chapter: Chapter Seventeen: Manehattan Estimated time remaining: 15 Hours, 32 Minutes