I don't own these characters or profit from them.

Note: This story takes place the night of the final episode of season 1 (season two has been announced but hasn't aired yet at this point). Also for those unfamiliar with my other fan fics, I tend to do a lot of lesbian fics. A… LOT… of lesbian fics. And books, which I must point out, are readily available from Amazon under either Clayton Overstreet or C.D. Overstreet. So just fair warning, I don't want to hear one complaint about this fic's lesbian content, especially considering how stereotypically gay the series is on its own. I mean you can't get mad about this after a rainbow colored pony known for spending a lot of time with a girl (gryphon) she met in camp dresses up in sweatbands and later participates in an "iron pony" competition with another girl.

My Little Pony: Friendship is Magic… With Benefits

By, Clayton Overstreet

Twilight Sparkle walked slowly at the back of the herd as Spike led the others on a tour of Canterlot. Pinky Pie was directly in front of her dripping crumbs and limping because one hoof was busy stuffing donuts into her mouth. Twilight had to keep an eye on her because she tended to get distracted and coming to a sudden stop in front of a unicorn was a bad idea resulting in either injury or embarrassment depending on where the horn ended up. Applejack and Fluttershy were next, walking side by side and staring around in wonder at the royal city. Rainbow Dash was floating above, pretending to listen, but from the look of her eyes just looking for trouble. Rarity was up front with Spike, enjoying every second as he broke his speeches to compliment her and open doors after her disastrous evening with the self-involved prince from the Gala.

"And this is the hall of crystals." Spike was saying. "Where the princess keeps the Equestrian Royal Treasure."

Twilight cleared her throat, "Spike, you know you're not allowed in there."

"But I wanted to see the treasure," Rarity said. "Why ever can't we go in?"

"Oh you guys can," Twilight said. "But ever since Spike ate princess Celestia's favorite crown, there's a strict 'no dragons' rule."

Spike sighed out a puff of fire. "It's okay. I'll wait here while you…"

"Wouldn't think of it dear boy," Rarity said. The others quickly agreed, "Now you mentioned a fabric store…"

They continued on and Twilight smiled at her friends. Despite the disaster from earlier things were much better. Still she did have some regrets. Top of the list was that Princess Celestia, after assuring them that they were not in trouble and that she enjoyed having them at the party, had to leave to take care of some of her other guests.

Twilight hated to see her go, but she understood. The princess was busy and always had been. A thousand years ruling the kingdom herself had not been easy. And truth to tell up until recently twilight had been used to being left on her own anyway and not just since she started studying magic.

Speaking of which, "Hey, you guys go on ahead. I have to go check on something."

"Really?" Pinky asked, turning to look.

She nodded. "Go on ahead. I already know all about the city." She looked at Spike. "Make sure they see everything."

Spike saluted. "You got it Twilight."

"Are you sure?" Rainbow asked.

"I just want to catch my breath," she said. "It's okay. After meeting all of those ponies entering the party I could use a break."

"That's okay," Pinky said. "All those stuck up ponies at the party would make anyone want to be alone. Except me because I love hanging out with my friends all the time and I'd like to do it all day every day, but everyone needs to sleep, even me. So I can't spend as much time with my friends as I'd like. But if I could I'd have us all up all night partying all the time again and again and eating cake and candy until we popped like piñatas until we were sick of sweets and hallucinating and—"

Rarity shoved a hoof in Pinky's mouth. "We understand dear. Everyone needs some quiet time. But do catch up when you can."

"I will, I promise." She winked and turned to gallop quickly away.

"Up ahead," Spike was saying as she ran around the corner. "Is the royal library where Twilight and I lived and studied before we came to Ponyville…"

Twilight took a deep breath, standing on the wall overlooking the mountains surrounding the city. In the distance she could hear the sounds of the party, but was too far to tell if it was getting back into the swing or winding down. Not that she cared anymore. The fun had been in being there with her friends and trying to be a part of "upper crust" society had not worked out well for any of them.

She chuckled, remembering the look on Fluttershy's face when she burst in, demanding that the animals love her. "Why knew she was such an attention whore?" Though her overly shy personality made sense in that context. The less she was outgoing the more people tried to make her be outgoing and the more attention she got. It was cute.

Of course twilight already knew about that aspect of her friend. She had been helping Fluttershy clean her house and had accidentally bumped open a certain closet and the door had popped open. Twilight had been buried in a mass of black leather, spurs, spikes, whips, riding crops, and things she had not seen but had buzzed loudly and caused the whole pile to move and shift in weird ways. Fluttershy had helped Twilight out and then quickly shoved it all back in. Then she pushed her face into Twilight's and said, "You saw nothing!"

Twilight of course knew all about that sort of thing. She had read all the books about it. And every pony knew that the top pony in an area had the right to be head stallion and had his pick of all the fillies. In Ponyville it was Applejack's brother (which was why most of her family lived spread out all over Equestria). On the other hand that was about breeding and not love so there was also a tradition of 'friends with benefits' so that other ponies paired off as they saw fit.

"Beautiful view, isn't it?" A voice said as Twilight stared off into the distance. She looked over and saw another pony, although it was too dark to make out more than her shadow.

"The best I've ever seen," Twilight said, returning her gaze off into the distance.

"I've seen better, but you have to be up pretty high for it. And I like it better low to the ground. Go up too high and you can't hear anything and you feel alone."

"I know what you mean. I spent a lot of time in libraries growing up." She sighed. "Even my parents never spent much time with me. And the other kids were not interested."

"Why ever not?'

"Uh…"

(Flashback)

Twilight's parents smiled down at their baby as she lay in her crib. Suddenly her horn glowed and they flew up into the air, yelling as their baby daughter giggled.

A kid tried to take Twilight's cake at a crowded birthday party. Her eyes narrowed and suddenly thirty guests were replaced with frogs.

Twilight stood on a stage covered in red paint and looking mad as other ponies laughed and called her "Freak." Suddenly the lights started flickering and things flew around the room as the ponies screamed. Those running to the door found them slamming in their faces.

(Flashback ends)

"No reason," Twilight said.

"I've spent a lot of time alone too."

Twilight heard hooves on ground as the other pony came forward and stood next to her. She felt a wing brush against her side. "That's why I left the party. It's so noisy."

"Not noisy enough in some ways," Twilight said. "My friends tried to liven it up, but they're all so stuffy." She glanced sideways and saw a horn. Suddenly her jaw dropped. "Princess Nightmare…" She slammed her mouth shut.

The dark pony smiled. "Princess moon will do Twilight Sparkle. After all you defeated me so there's no need to stand on ceremony."

Twilight wasn't sure what to do or say. Apologizing would be a lie, since defeating the princess had kept the world from being basked in everlasting night. And it had all worked out in the end, restoring her to her throne and reuniting her with her sister.

Ignoring her uncomfortable feelings the princess stared up at the moon. "I don't know what I was thinking back then. Things have been so complicated since my return. And the nights aren't as quiet as I remember. Of course a thousand years ago nobody stayed up to party or have sleepovers or work on projects."

"Everyone was tired from hunting, farming, and avoiding being eaten by monsters," Twilight said. "These days the night isn't as scary."

"You don't think so?"

"Heck no," Twilight said. "I do a lot of work at night. Plus my friends and I often go out with my telescope to look at the sky. All you can see during the day is sometimes the moon and the occasional eclipse and sometimes Jupiter if you know where to look."

"You don't like the day?" She asked casually.

Remembering whom she was talking to Twilight said casually, "Well the day has its benefits too. Watching clouds, playing in the sun, and everything else. Night and day both have their place. And their downsides. Sometimes the days are too hot and even when you are asleep the dreams you have in the dark are more vivid than the ones you have if you try to sleep in the day."

The princess chuckled. "That explains your name 'Twilight', the line between night and day." She looked into Twilight's eyes. "So why are you out here, all alone? My sister tells me that ever since you defeated me you have made many friends."

"I love my friends," Twilight said. "But sometimes I just enjoy the quiet too. Spike is showing them the city and I lived here most of my life. So I took the time to get away after helping Princess Celestia greet everyone for the Gala." She sighed sadly.

"Something wrong?"

"My friends and I had a lot of plans for tonight. I was going to spend time talking with Princess Celestia, but she's so busy with the party and the guests that all I could do was stand there like a purse or something."

"I know how that is," Moon said. "Even I have trouble getting time alone with my sister. Most ponies barely ever even see me, even though I'm back on the throne again."

"Well she does have important work to do. I'm not as lonely as I used to be since I made all my new friends."

"I should do that then," Princess Moon said.

"My friend Pinky can help throw you a real party if you want. It's her special gift."

"Sounds like it. Are those five who helped you defeat me your only friends."

"They are my best friends, along with Spike, but I get on well with most of Ponyville and even a few other places. I'm always meeting new people these days."

"Anyone special?" Twilight looked startled. "I noticed you did not bring a date tonight."

Blushing Twilight looked down. "I uh… haven't found anyone like that."

"You have a crush on my sister, right?"

Looking up suddenly she saw the princess smiling at her. "No! I mean… um…"

"Oh don't worry. Everyone does. It's part of what made me so jealous of her. The worst part is, you know she knows, but thinks it's unfair to show too much for any one pony because either she'd be too busy or she doesn't want to pick favorites."

"I know," Twilight said, leaning her chin on the railing.

"So do you like any of your friends or any of the boys at Ponyville?"

Twilight shook her head. "Um, not really. I care about my friends and I've thought about it, but… each one has her own thing going on."

"Like?"

"Well sometimes I catch Rainbow Dash and Pinky Pie making out. Pinky is a party girl and will do anything if it's fun and Dash is a lot like her. They're practically best friends especially since her old girlfriend from camp, a gryphon, turned out to be all possessive and rude to her friends. But then Dash would do the whole Wonderbolts Team if she got the chance partly for fun and partly just to prove she could.

"Fluttershy is waaaay too into some freaky things and frankly scares me in the whole relationship area. Really demanding too. Applejack is straight and told me so the one time I asked her out and Rarity is really straight and a bit of a size queen, plus my friend Spike likes her."

"Nobody else?"

"One or two, but... it's not easy even knowing if they like fillies. With me I think they're just so pretty and I've always had a crush on…" She paused.

"My sister," Moon filled in.

'Yeah. Plus guy parts, especially on ponies, remind me of snakes and I hate snakes."

The princess chuckled. "That's adorable." Suddenly she leaned over and gave Twilight a kiss on the cheek.

Twilight's head came up and she stared in shock. "What was that for?"

"For all the nice things you said about the night. And because I think you're cute." She smiled and turned away. "Let me know when that friend of yours can set up that party." With a flick of her tail she flew up, vanishing into the night.

A moment later she heard Spike say, "See, there she is! I told you this was always her favorite spot."

The other ponies came galloping up and were suddenly all around her. Rarity said, "When you didn't come back Pinky Pie insisted we come looking."

"Well I was worried," Pinky said.

"Well the city is nice and all," Applejack said. "But I'll sure be glad to get home to Ponyville."

Rainbow Dash said, "No kidding. This place is too noisy. I don't know how you could stand it Twilight, knowing what a bookworm you are."

Twilight laughed. "You're right. In fact I had to try so hard I ended up locking myself away pretty much all the time."

"Hey, I was there too," Spike said.

"I remember," she said nuzzling the baby dragon.

Fluttershy said softly, "Um, maybe we should, uh… go home now? If you want." Everyone nodded and a few of them yawned.

Outside the castle Rarity went up to the two guys who had pulled their carriage to the city in the first place. "Thank you boys. You've been real gentlemen." She gave each one a kiss on the cheek. They both blushed and stood up straight.

Spike pouted. "Aw."

Rarity smiled and gave him a kiss on the head. "Thank you for a marvelous tour Spike. We really appreciate it." The dragon swooned and the ponies all laughed.

Back in town the girls said goodbye to one another. Pinky, the last to leave before Twilight and Spike headed for home, promised, "In a couple of days I'm going to throw a real party, not some snooty get together like this one."

"Can I invite someone?" Twilight asked. "I made a new friend at the party."

"Sure! Who is it? I'll make them the guest of honor."

"Uh, let's leave that as a surprise."

"Great, I love surprises! Surprises are so much fun except when they're like that time when I accidentally found a newt in my punch except that I kind of liked the taste and when I spit it out I ended up spraying it in Applejack's face which in itself was a funny surprise and after she got done being made at me we both laughed and laughed until I coughed more punch out of my nose and sprayed her again—" She suddenly yawned. "Goodnight!" Then she turned and ran off.

Twilight shook her head. "That pony needs to eat way less sugar." Spike was snoring gently on her back as she walked back to her home. Inside she tucked him into bed and went downstairs to write a letter to Princess Celestia. Her horn glowed for a moment and the quill rose into the air.

"Dear Princess Celestia,

"Thank you for inviting us to the party. My friends were… grateful to finally see the royal city. I think we all learned a little something about expectations and what is really important. Sometimes dreams should stay dreams and people just have to be happy with what you really have. I am sorry we could not spend more time together, but I realize you are busy and have important things to do. You are of course always welcome here and I hope to see you soon.

"Your student, Twilight Sparkle."

Yawning Twilight shrugged out of the designer dress Rarity had made for her and hung it gently on a wall hook. Then she started towards the stairs. It was time for a good long sleep.

As she headed up though she caught a glimpse of the moon through her window and paused. After a moment's consideration she went back to her desk and took up the quill again. "Dear Princess Moon, if you are free I would like to invite you to a party being thrown by my friends shortly…" Blushing Twilight wrote for some time. Then she sealed it with a magic delivery seal and set it next to the other one before finally going up to bed.

Just before dawn she had a nice dream, involving a new friend in the form of a pretty mare from the moon who simply stood by her side and watched the night pass.

Author's Note

I swear the Faust lady who made this show sold her soul to do it. Fantastic work considering she did it on her computer and clearly the result of a pact with unholy powers from the underworld much like Harry Potter. Admittedly parts of it are so sickeningly sweet, particularly the songs, that I felt the urge to call Cristos the Gluemaker (go to Youtube and look up NPR's interview with Bill Clinton where they asked My Little Pony questions), but overall it's a good show and frankly I'm surprised it's not on one of the major networks. Parts were just twisted enough to enjoy (Fluttershy: "Love me!") and for months now I've been seeing pony joke pics online so I had to check it out.

That being said, I think we can agree that at least some of the ponies are probably gay (note that I also mentioned how real horses do things, so don't get all 'it's not realistic' on me as we discuss the magical ponies and their pink dragon sidekick) despite what they are allowed to show on children's TV.

Anyway I hope I kept everyone in character and gave you a quick laugh and the idea of a possible romance to come. Sorry it's so short, but frankly there's not much to do with this show. It's pretty darn good. They could use a more stable (pun intended) villain, but aside from that for a show that's apparently supposed to be teaching the magic of friendship as learned by talking ponies with various mental disorders who have a remarkably advanced society for people with no fingers, not bad. Personally I like the attitud4e of the scary zebra pony who lives in the scary woods and rarely sees the others (now there's another one who might be a "friends of Rainbow Dash" if you know what I mean) but I suppose as fun as it might be for me a lot of people don't want to see a show about the swamp witch/hermit pony. Too bad, they could use a zombie episode (See the book Macho Pony).