Embers take flight

by Flutterfan457

Rating: everyone
Tags: Spike, Rarity, Romance, Fluttershy, Twilight Sparkle, Slice of Life, Main 6, My Little Pony: Friendship is Magic
Length: 16344

Fluttershy had always cared deeply for Spike. Now she may have a chance to be with him.

Ever since they first met, Fluttershy always wished Spike would care for her like she did for him. But he never did take his eyes away from Rarity. Thanks to new circumstances, she may just have a chance to show how she felt to him, but what will he think of this?

Cover art is by the very talented Darth Zew. Big thanks to her.

Published 2013-07-01 14:10:02 UTC
Last updated 2013-10-23 01:31:30 UTC

Chapter 1

Twilight Sparkle was walking through Ponyville at a brisk pace, looking forward to the coming evening. She hadn't had a sleepover in who knows how long. Now she had convinced two of her friends to join her, and she was very excited. She wished the others could be there as well, but they had their own plans and work to deal with. She reached home and entered to find Spike diligently working on his chores. She smiled and tickled him with her wings, making him giggle and squirm away from her.

"Cut it out, Twilight!"

She did and hugged him.

"Are you nearly finished Spike?"

"Almost. Just need to put away a couple more books."

Spike continued his tasks as Twilight pulled out her book on slumber parties. Spike noticed as he finished.

"You're having another sleepover?"

"Mm hmm."

Twilight was looking into her book making sure she had every detail planned out. Spike looked very interested in it.

"Who's coming?"

Twilight spoke without looking from her book.

"Well, not everypony unfortunately. Applejack wasn't interested because of last time. Rainbow Dash has a big event to train for and Pinkie is busy getting the Cake twins two year birthday party ready."

Spike's eyes lit up like stars.

"So....Rarity is coming?"

"And Fluttershy too."

Spike smiled in excitement as Twilight continued to look through her book.

"What exactly were you planning?"

"Why are you so-?"

Twilight finally lowered her book to look at Spike practically bouncing with excitement. She glared at him.

"Oh no Spike. This is a girls night ONLY! I'm not-"

Spike latched onto her leg and pleaded desperately with her.

"Please, Twilight, let me help! I can get things set up or serve snacks!"

Twilight rolled her eyes.

"How are you gonna do that while trying every way to win over Rarity?"

Spike bit his lip. He tried to think how he could convince Twilight. Twilight set the book down.

"Spike, I'm sorry, but you pretty much spend every other day trying, I want this to be a relaxing evening for them as my guests."

"Then.....then I won't try."

Twilight looked confused and Spike looked downtrodden.

"Excuse me?"

"I....if you let me help, I promise I won't try to impress her. I'll just help out is all."

Spike looked at his feet, thinking he was wasting a perfect opportunity. But any chance he could spend time with Rarity was fine, even if he couldn't show his feelings like normal. Twilight thought about it, knowing Spike would probably still try, but he was normally very reliable and tried to keep his word. Not to mention she could use his help. Finally she sighed.

"Alright Spike. You can stay, but you have to promise me you'll behave."

"Cross my heart, hope to fly, stick a cupcake in my eye."

Twilight smiled and nodded. Spike immediately perked up and looked through the list and worked as quick as he could to get everything ready. Twilight thought this might not be the best idea, but she did trust Spike enough to be good. Whatever the case, she would be there and she'd make sure things went well.

~

Fluttershy was trotting through Ponyville with an overnight bag, heading for the Carousel Boutique. She was partly excited about tonight, not having many sleepovers herself. She was a little nervous at first, but Twilight assured her she would be among friends. It wasn't like a big party with strangers. She arrived at the boutique and knocked once. She received no response, but she did hear some kind of hustle inside. She knocked once more.

"Coming! Coming!"

A few moments later, Rarity opened her door looking frustrated. She immediately changed her disposition seeing Fluttershy.

"Fluttershy! Please forgive me. I've been so busy today I completely lost track of time."

Rarity invited her inside as she gathered a number of items into an overnight bag. Fluttershy was surprised how much she was packing.

"Goodness. I didn't realize we would need so much."

"Oh don't mind me dear. I just wish to be prepared in case this goes the way of Twilight's last slumber party."

"Wh....What happened last time?"

"Well, Applejack and I had practically been at each other's throats beforehand. We let our tempers get the better of us at first and....well, the evening wasn't very pleasant until after the tree fell on the library."

Fluttershy recoiled in shock.

"A tree fell on the library?"

"Indeed. Hence why I wish to be prepared for this get together."

Rarity finished packing and used magic to carry her bags, not wishing to deal with such a great amount of weight. The two left the boutique and headed for the library.

"So.....what did Spike do during all that?"

"Actually, he was in Canterlot at the time. Twilight said he had royal business to attend to."

Fluttershy saddened a little, thinking Spike wouldn't be there now either.

"Oh, I see. So, it's just a girls' night then?"

"Twilight said as much, yes. i'm certain she will take steps necessary to avoid the trouble of last time but....fortune favors the prepared."

Fluttershy nodded but felt a little disappointed. She didn't get to spend much time with Spike and she had hoped this would have been a chance to talk to him a bit. They reached the library soon after and Fluttershy tried to look forward to the evening, even if someone special wasn't there for her to see. Rarity knocked once and half a second later, Spike opened the door dressed in what looked like a butler's outfit.

"Miss Rarity! Miss Fluttershy! Welcome to our humble home. Please do come in!"

Fluttershy nearly squeaked for joy. Spike was here this time. She tried to hide her giddiness as she and Rarity entered.

"May I take your bags?"

"Why thank you Spike."

Rarity levitated her bags to Spike and dropped them into his hands, making him fall forward as the weight threw him off. Spike struggled to lift them and was barely able to carry them. Fluttershy lifted them and helped him set the bags aside. Spike panted in exhaustion.

"Th...thank you Fluttershy."

Fluttershy helped him to his feet as he rubbed the soreness from his hands. Twilight entered the room and smiled in delight.

"Girls, you're here!"

"Please forgive our lateness, Twilight. I had wanted to be prepared for..... what may happen."

Twilight sighed, knowing Rarity still had fresh memories of her last slumber party.

"Don't worry girls. This will go much better. I got everything planned out to the letter. This is gonna be a good night."

Rarity settled in and made herself comfortable but Fluttershy kept her attention on Spike to which he remained oblivious of.

"Spike, could you get us some punch?"

Spike ran into the kitchen to get them drinks. Rarity looked a little cautious.

"Twilight, what precisely do you have planned for the night."

"Well, just some simple things, really. Don't worry about Spike either. I made him promise not to bother you with his advances."

Rarity looked upset and pouted her lips.

"Why would you do that? I like being waited on."

Twilight raised her brow at Rarity.

"So...do you have feelings for him too?"

"Well, not quite. I simply enjoy his company and he's always very helpful. I don't believe I've given him any reason to think I do care for him in that way."

Rarity smirked but Twilight gave her a stern glare and Fluttershy looked very concerned. Rarity recoiled slightly in worry.

"I.....I don't see any-"

Twilight's horn suddenly began to glow and Rarity recognized it as a warning. She sunk back. Twilight took a breath to calm herself.

"Rarity, you've been taking advantage of him ever since he and I came to Ponyville!"

"B...but....he always seemed so happy to help. I.....I would never have him do work if he was unwill-"

"That is not the point! You lead him on! Now because of that, he honestly thinks it can work between you two!"

Rarity layed flat on the floor and couldn't meet Twilight's furious gaze. Fluttershy worked herself to speak.

"Twilight,please. We don't want Spike to hear-"

"Why not?! At least he'd stop chasing his own tail for nothing!"

Fluttershy noticed Twilight kept her gaze on Rarity who was nearly shaking in fear and embarrassment. Spike returned with a tray of glasses.

"Sorry to take so long but-"

Spike froze when he noticed the girls and nearly took a step back.

"Did.....did I miss something?"

Twilight took a deep breath and spoke to Spike as calmly as she could.

"Spike.....we need a moment to talk. Could you wait in the kitchen?"

Spike nodded and walked back into the kitchen. Once he was out of sight, Twilight used her magic to form an invisible barrier around them.

"Rarity, no more."

"But-"

She stopped when Twilight gave her an infuriated look.

"No more! I'm only putting up a sound barrier to spare Spike's feelings. When Spike asks to help, tell him no. When he offers to take you out, tell him no."

Rarity fearfully nodded. Twilight continued.

"We have to slowly get him out of his crush. You can talk to him and spend some time with him, but do not ask him for any more favors or let him give you any gifts."

Rarity nodded looking downtrodden. Fluttershy fidgeted awkwardly, inwardly wondering if Twilight would get upset if she knew how she felt. She stayed quiet as Twilight lowered the barrier and called to Spike. He returned nervously with the drinks and gave one to each of them.

"Um...what exactly happened?"

Twilight placed a wing around him and gave him a warm smile.

"Don't worry Spike. Just some girl talk."

Spike nodded once but saw Rarity looked very down. He placed a claw on her foreleg in concern.

"Are you okay, Rarity?"

Rarity looked at Twilight who sent her an icy glare as a warning. She gulped lightly and patted his head.

"Don't worry dear. Just......as Twilight said, girl talk."

She smiled nervously. Spike didn't look convinced but decided to let it go. Twilight spoke up happily.

"Would anyone like s'mores?"

They all happily said yes. Twilight used her magic to gather the needed items. She levitated four marshmallows toward Spike.

"Spike, could you handle this?"

"Sure thing!"

He breathed a small stream of fire and toasted the marshmallows to a perfect brown. Futtershy applauded him.

"Spike, that's perfect!"

Spike smirked at her.

"It's just toasting marshmallows Fluttershy."

Fluttershy continued to smile warmly at him. Rarity used her magic to assemble the four s'mores perfectly. Spike eyed the treats curiously.

"Don't think I've had one of these."

"Well, you're in for a treat Spike."

Twilight levitated one of the s'mores to Spike. He sniffed it once and licked his lips at the tasty smell. He took a small bite and chewed it slowly. He swallowed and made a loud yummy sound.

"This is really good."

Fluttershy noticed a little marshmallow on his cheek and without thinking licked it off with a smile. Twilight and Rarity looked baffled while Spike just stared at her in shock, his face blushed bright red. Fluttershy suddenly came to her senses and recoiled and hid her face in her wings.

"Oh! Um.....excuse me."

Spike looked to Twilight completely uncertain what to do. Twilight stood completely dumbfounded. She shook her head to get back her senses.

"Why don't we um.....um....."

"Play a game?"

"Good idea Spike."

They all got comfortable in the living room, though Twilight insisted Spike stay by her side. Rarity stayed near Fluttershy. Rarity noticed Fluttershy was still blushing but was trying to hide that she was constantly gazing at Spike. Rarity recognized the look. She had the same thing the first time she saw Blueblood. Rarity nearly giggled in delight at the sight. Fluttershy had a huge crush on Spike. Rarity looked at Spike who was trying to avoid staring at her longingly, but failed. Twilight was trying to think what to play.

"Hmm.....I do have some old board games we could play. Or we could-"

"Why don't we play Truth or Dare?"

Twilight looked at Rarity suspiciously as Fluttershy meeped in fear and tried to hide her face in her hooves. Spike looked curious.

"What's that?"

"It's a game where you have to either answer a question or do something you're told, depending on what is chosen."

Spike thought about it and looked interested in playing. Twilight didn't like the idea.

"I don't want Spike playing that-"

"C'mon Twilight, it sounds like fun."

"Spike, this is a game that's meant for older ponies."

"I'm not that little Twilight!"

"Maybe but-"

"Twilight honestly! Let him play!"

Twilight tried to avoid glaring at Rarity when she looked at her. Rarity recognized the warning look in her eyes, but Rarity was far too interested in Fluttershy's interest in Spike to be worried about Twilight.

"You allowed Spike to stay with us for the evening, and he has conducted himself as a perfect gentlecolt. I think we can trust him with a simple game."

Twilight softened a bit thinking about it. Spike looked at her with a pleading look and she finally relented.

"Alright, alright. But mind your questions, everypony."

Rarity started to think how she would proceed. She looked at Fluttershy with a knowing look. Fluttershy looked concerned, wondering if Rarity knew.

"Why don't I go first?"

Twilight nodded and Rarity placed a hoof to her chin. Fluttershy hoped Rarity wouldn't ask her, she couldn't-

"Fluttershy. Truth or dare?"

Fluttershy meeped and wanted to hide in her wings. She did know! Well, how couldn't she now, after what she did to Spike? Fluttershy fiddled with her hooves, trying to think what would be less embarrassing for her.

"Um......truth."

"Alright then. Let's see....."

Rarity thought more, looking amused. Spike was quietly asking what was happening to Twilight as she explained in simple terms. Fluttershy was starting to wish she hadn't come at all. This was going to be so embarrassing. Rarity smirked at her with an almost devilish glee.

"Whom do you have your eyes on as a potential coltfreind? And what is he like?"

Fluttershy gasped and her face turned bright red. Rarity simply smirked at her, knowing the answer already. Fluttershy thought about it, terrified of how Twilight would react after her scolding to Rarity. She looked at Spike for a moment and it seemed to help her collect her thoughts. She sighed and couldn't hold back a smile.

"There....there is this....one young man. He's.....he is much younger than me. Some would look at him like he was a little boy."

Rarity feigned surprise but her eyes practically lit up with glee.

"Really? I didn't think you would be interested in someone younger than you."

"Well.....it's just....he's such an adorable and charming little guy. Like a little prince."

Fluttershy sighed blissfully and smiled at Spike. Spike looked a little embarrassed from Fluttershy's attention and Twilight had caught on, sending more warning looks at Rarity. Rarity ignored her and continued to question Fluttershy.

"Is he handsome?"

"Oh yes. He has beautiful sc-"

Fluttershy stopped, not wanting to give away her secret, especially in front of Spike. She fiddled with her hooves as Rarity leaned in closer.

"Beautiful what dear?"

"Um......Hi-his coat. It's a....lovely shade of purple. And he has an amazing mane and tail of green."

Rarity bit her lip trying not to giggle in glee. Spike questioned when Rarity's turn would be over. Twilight simply shook her head, wondering when Rarity would stop.

"Has he ever asked you out?"

"N...no...He....he..."

Fluttershy couldn't take anymore and buried her face in her hooves, hoping to hide her blush. Rarity wanted to keep going, but decided against it.

"Alright. Your turn Fluttershy."

Fluttershy thought for a moment. Twilight still looked very protective of Spike, so she decided to avoid him.

"Um....Rarity."

Rarity raised her brow and thought for a second.

"Dare"

"Um....."

Fluttershy thought, not certain what to say.

"Um.......flip a coin."

Rarity looked disappointed while Twilight rolled her eyes and Spike shook his head.

"Really darling? That's it?"

"Well...then.....without magic."

Rarity suddenly looked a bit worried. Twilight smirked and levitated a bit to her.

"Just remember, you asked for it."

Rarity tried to work up the bit, but she couldn't quite get it. For almost a minute, Rarity tried in vain to flip the coin. Finally, she slammed her hoof on the floor, making the bit flip onto it's other side. Spike laughed out loud once and covered his mouth trying to stifle his laughter. Twilight covered her own mouth trying not to laugh. Even Fluttershy grinned in amusement. Spike stopped laughing and applauded Rarity.

"That was pretty sweet Rarity."

Rarity tried to appear cool and flipped her hair.

"I'll take that as a compliment."

Twilight smirked at her.

"I think that's enough of that, everypony. So what-"

She stopped as a pillow hit her in the side of the head. She looked and saw Rarity holding a pillow with magic. Rarity stuck out her tongue at Twilight. Twilight smiled and pick up a few pillows herself. Spike looked terrified and put a bucket on his head like a helmet.

"DUCK AND COVER FLUTTERSHY!"

Spike dove behind a table and turned it on it's side to act as cover. Fluttershy looked confused until pillows started flying in every direction. She dove behind the couch. Spike occasionally stuck up his head, only for a pillow to fly by him like a bullet. He held up a white flag in surrender, only for a pillow to hit it out of his hand. He shook his fist at the fighting ponies.

"THAT'S UNCONSTITUTIONAL!!!"

His only reply was three more pillows being tossed at him. He decided to simply wait it out, hoping Twilight and Rarity didn't kill each other. Fluttershy stuck her eyes over the couch cautiously, looking and seeing Rarity and Twilight looking like they were having a lot of fun with the pillow fight, both of them smiling and laughing. What was odd was Rarity was keeping an eye on the table Spike was using for cover. Even stranger was whenever Spike looked up, Rarity tossed a pillow at him from the far side of the room. Fluttershy didn't understand at first, until Rarity gave her a knowing smirk and gestured to Spike. Fluttershy's eyes lit up in understanding and Rarity winked at her as she continued to fend off Twilight. Fluttershy carefully sneaked toward Spike's hiding place trying to be as quiet as possible. Meanwhile, Rarity was trying to hold her own against Twilight, but Twilight had decided to play dirty and managed to grab every pillow tossed at her. Rarity suddenly realized she had no way to protect herself while Twilight had more than twenty pillows under her command. Rarity's eyes widened in fear and Twilight clawed the ground with her forehoof in anticipation. Before she attacked, they both heard a loud thud and an 'OOF!'. A second later, they heard a loud raspberry and Spike laughing hysterically. They followed the noise as it continued. They started to hear Spike screaming through his laughs.

"NO! STOP! IT TICKLES!!!!"

They both reached the overturned table and looked over it. They both wanted to aww at the sight. Fluttershy had her forelegs wrapped around Spike as she gave his stomach big raspberries. Spike was trying desperately to get loose by pushing against her, but her grip was too tight. Fluttershy looked like she was having the time of her life, a big smile on her face and her eyes bright and happy as she pressed her face into his little round belly and made bigger and bigger raspberries into Spike. She continued, completely oblivious to the two ponies watching her. Twilight was about to try and get her attention, but Rarity stopped her and made big eyes at her.

"Come now Twilight. Let her have her fun."

Twilight pushed Rarity's hoof away and nudged Fluttershy. Fluttershy stopped, panting lightly and looking very happy until she saw Twilight and Rarity looking at her. She recoiled and blushed fiercely. Spike panted heavily, trying to catch his breath. Twilight couldn't hold back a light laugh to which Spike glared at her. Fluttershy fidgeted shyly and tried to hide her face in her wings. Rarity smirked smugly.

"Having fun, Fluttershy?"

Fluttershy smirked and nodded slightly. Spike got to his feet and rubbed his belly. Fluttershy smirked and gave him one more quick raspberry on his stomach, making him yelp and run behind Twilight.

"Stop it!"

Twilight giggled and hugged him. Spike yawned wide and looked very groggy.

"If it's okay Twilight, I'm gonna go to bed."

"That's fine Spike. Goodnight."

Spike smiled wearily. Fluttershy gave him a big hug and nuzzled him.

"Nighty-night Spike."

Spike said goodnight to the three and wearily went upstairs. Once they heard the bedroom door close, Rarity nearly squealed in delight and bounced for joy.

"Fluttershy, why in the world didn't you tell me you had feelings for Spike?"

Fluttershy smiled shyly and tried to hide behind her hair. Twilight took a breath, worried about everything that was developing so quickly.

"How long have you had these feelings for him?

"Um....since you came to Ponyville."

Twilight and Rarity recoiled in shock as Fluttershy felt very embarrassed and blushed fiercely.

"Darling, why didn't you tell anyone? You've been wanting a chance with Spike for that long?"

Fluttershy lowered her head feeling saddened.

"Well.....he...he always wanted to be with you Rarity. I barely get any time to talk to him, and....well....he'd never come to me......"

Fluttershy looked defeated, but Rarity placed a gentle hoof on her shoulder.

"Sweetie, you can't just sit back hoping your dream stallion, or drake in this case, comes to you."

"But-"

"No buts, darling! You are going to win over Spike, and I'm going to help you."

"That's enough you two!"

Fluttershy and Rarity looked concerned as Twilight glared at them.

"I don't want anymore pressure put on Spike. He's gonna be upset enough about.....Rarity."

Rarity lowered her head as Twilight looked upset with her. Twilight sighed and tried to keep her voice down.

"Not a word of this to him. I don't want him anymore upset than he needs to be. Understood?"

They both nodded. Twilight led them both upstairs.

"Let's get some sleep."

The three quietly walked upstairs to the bedroom. Fluttershy stopped by Spike's basket and smiled at the sight of him gently snoring. Twilight cleared her throat, making Fluttershy walk to the guest bed she shared with Rarity.

"Goodnight girls."

"Goodnight Twilight."

The three ponies settle into sleep, except for Fluttershy. She simply layed still and gazed longingly at Spike, a small amount of moonlight shining on him nearly making his scales sparkle. Fluttershy looked at Twilight and Rarity, making certain they were both sound asleep. Fluttershy knew this might not be a good idea, but she didn't think she would have a chance like this again. She very carefully got out of bed and quietly tiptoed to Spike. She layed down gently and simply took in the sight of him.

"Oh Spike. I wish....I wish you had come to me."

She gazed at him lovingly, wanting to cuddle him. Fluttershy looked at Twilight and Rarity again, having an idea that made her both excited and terrified. She very slowly and carefully leaned forward to Spike's face. She tried to still her breath as she was barely an inch away from him, feeling his hot breath on her face. She whispered one thing to him so quietly she barely heard it herself.

"I love you Spike."

She leaned forward slightly, pressing her lips tenderly into his. She moaned quietly feeling his surprisingly warm lips. She held it for nearly half a minute before slowly pulling away. She panted lightly as her heart beat a mile a minute. Fluttershy looked at the clock which read 1:15 AM. She gently kissed Spike's cheek and carefully walked back to bed and slipped under the covers, hoping her heartbeat would still enough for her to sleep. She didn't notice that Rarity was wide awake and was biting her pillow to keep from shouting in joy at the beautiful and adorable sight she just saw.

End of Part 1

Author's Note

If anyone who reads this is an artist, please make a picture of Fluttershy giving Spike a raspberry. I will love you forever.

Chapter 3

WARNING: This chapter contains violence.

Twilight woke first the next morning, still holding Spike under her wing. She smiled at him and nuzzled him gently to wake up. Spike shifted and yawned, stretching out. Twilight smiled warmly at him.

"Sleep well, Spike?"

Spike nodded sleepily. Twilight stretched out and got out of bed. Spike followed suit and the two went down stairs. While Twilight prepared breakfast, Spike's thought's went back to Fluttershy and Rarity. One part of him was saying to go to Fluttershy, to try and get back that amazing feeling he experienced and be with someone who cared so deeply for him. The other part told him to remain loyal to Rarity, the mare he worked so hard for and cared about for so long. Spike continued to seriously think about it, weighing the pros and cons of each choice and also thinking how to best go about it without ruining his friendship with the other.

Spike didn't notice Twilight was looking at him in surprise. She hadn't seen him with such a serious look since he left for the dragon migration. It was so odd to see her assistant, normally a lighthearted little guy, with such a stern look on his face. At least he wasn't taking this lightly. Twilight finished making breakfast and gave him a big bowl. It was fresh made oatmeal, mixed with plenty of brown sugar and banana slices, just how Spike liked it most. Spike proceeded to eat slowly but he still looked like he had a tremendous amount of thoughts on his mind. Twilight gently spoke to him.

"Are you okay?"

Spike sighed and fiddled with his oatmeal.

"I...I just want to settle this Twilight."

Twilight gently placed her hoof on his hand and gave it a comforting rub.

~

Fluttershy was busy seeing to her animals. She tried to stay upbeat as she worked; she was still very worried about Spike, fearing the consequences of her actions. As Fluttershy prepared a nice salad for Angel, her thoughts went back to her kiss with Spike. She wasn't certain how to feel about it. That moment for her was honestly the best she had ever experienced in her life.

Not once before had she felt so happy, content, and fulfilled then that wonderful kiss. However, seeing Spike so scared by it…she took a deep sigh. She had dumped all her pent up feelings on him. Fluttershy really hoped she didn't ruin her chance. All she wanted was to make him happy and share her life with him. But after his reaction yesterday...Fluttershy sighed. She finished the salad and set it on the ground for Angel. As he ate it, Fluttershy sat on her couch, taking a moment to collect her thoughts.

Fluttershy truly did love Spike. As much as she wanted him to herself, she didn't want to hurt him or make him upset. Even though Rarity and Twilight supported her, she still had doubts if Spike really would be happy with her. Fluttershy rested her head on her hooves and looked out the window. Angel watched her quietly, having finished his salad. He hopped onto the couch and nuzzled her side. Fluttershy smiled at him and patted his head. Hopefully it wouldn't take long for Spike to decide.

~

Twilight ans Spike stayed in the library for the day, focusing on the house chores. Twilight wanted to keep Spike home and not have him worry about work. Twilight watched him out of the corner of her eye.

Ever since finishing breakfast, he had dived into organizing and cleaning. He barely said a few words. Spike's mind had been churning throughout the morning. No matter how he figured, he thought he couldn't avoid losing a friend. If he said no to Fluttershy, she would be heartbroken. If he said no to Rarity, she'd probably hate him. Especially after he spent so long trying to win her over. He stopped for a minute. Fluttershy was already miserable if she was crying last night. Twilight noticed and trotted to him. When he didn't turn to her, she gently nuzzled his arm. He jumped a bit and turned to Twilight. Twilight put an arm around him.

"What's on your mind Spike?"

Spike didn't meet her eye. He wasn't sure how to tell her. He fiddled with his hands, trying to think. Finally, he decided to ask her something that had bothered him since last night.

"Twilight...was Fluttershy here last night?

Twilight felt a pang of empathy, realizing Spike must have been awake.

"You heard her?"

Spike nodded solemnly. Twilight hugged him a little tighter.

"She's just really worried about you Spike.”

Spike lowered his head in shame. He still didn't know why he did what he did in Fluttershy's cottage. In the end, all it did was hurt Fluttershy.Twilight gently nuzzled his cheek, wanting to give him comfort. Spike shook his head and pushed out of Twilight's hug.

"I need to talk to her."

Twilight looked surprised and gently stopped Spike.

"Spike, are you sure you're ready."

"Yeah. I've....I've made a decision."

"Really?"

Spike took a deep breath and turned to look at Twilight.

"Twilight...What happened is my fault! I didn't think and....and I hurt Fluttershy because of it."

"What? Spike, what hap-"

Twilight stopped when Spike put a claw over her mouth.

"I'm going to tell her it's not gonna work."

"WHAT?!"

"Twilight, I still love Rarity! I can't let go of that.”

“But, Spike!”

"My mind is made up! I'm going-"

Spike stopped as Twilight pulled him close so they were touching noses.

"No!"

Spike tried to squirm out of Twilight's grip, but she held him tight.

"Let go Twilight!"

"Spike, listen to me!"

"Twilight, this is my choice!"

"Spike, you have been trying since we came to Ponyville! Why do you keep torturing yourself like this?"

Spike gritted his teeth in frustration and pushed Twilight away.

"This is my life, Twilight! I'll decide who I-"

"Spike, calm down!"

Spike took a breath,suddenly realizing how upset he became. He had no idea where it came from. Twilight gently rubbed his cheek as Spike tried to calm down.

"Spike, I know you've liked Rarity for a long time, but-"

"Twilight, why are you so dead set against this?!"

Twilight hesitated for a moment. Spike really was not ready to hear the truth, but if Twilight didn't tell him, Spike would turn down Fluttershy and keep trying to win Rarity. Spike continued to look at Twilight with a small amount of frustration.

"Give me one good reason it can't work! Besides me not being a pony!"

"Spike, that is not the case!"

"Then why?!"

Twilight took a deep, sad sigh. She gently put her wings around Spike and pulled him close.

"Remember that I was upset at Rarity?"

"During the sleepover?"

Twilight nodded. Spike looked concerned and confused.

"Wh.....what happened?"

Twilight tightened her hug and looked Spike in the eye.

"Rarity....she....she..."

"Twilight, just tell me!"

Twilight took a breath, terrified at how much this would hurt Spike.

"She not in love with you."

Spike recoiled, hurt and confused.

"H-....how do you know?! You don't-"

"She told me Spike! She said she likes having your help, but that's it."

Spike stood wide eyed in horror. His lips started to quiver and his eyes filled with bitter, heartbroken tears.Twilight held him close, trying to hold back empathetic tears as Spike started to wimper with heartwrenching sobs. Twilight gently rubbed his back.

"Spike....I'm so sorry...you deserve so much better-"

Twilight stopped as Spike roughly pushed her away, his face contorted in anger with tears rolling down his face.

"You're wrong! Rarity does love me! She does!"

"Spike, calm down!"

"NO! YOU CAN'T STOP ME-"

Twilight held him with magic and tried desperately to calm him down.

"Spike, listen to me!"

Spike finally lost control of his anger. He balled his fist as tight as possible into a fist and punched the base of Twilight's horn as hard as possible. Twilight screamed in pain and her magic disappated. Twilight layed on the ground, her eyes clenched shut and gritting her teeth as her head throbbed with an intense migrain from the impact of Spike's punch. Spike stood shocked at what he just did. He wanted to apologize to Twilight, but he was afraid she would keep him away from Rarity. Confused and scared, Spike ran out of the library. Twilight tried to stop him, but her powerful headache kept her from moving.

~

Spike slowly walked through town, looking around for either Rarity or Fluttershy. He was still very hurt by what Twilight told him. Rarity wouldn't really do that, would she? She always liked having him over. He didn't think she would lead him on like this. But then why did she turn him away for so long? He needed to tell her how he felt. Maybe once he did, she would finally let things go to the next step-"

Spike stumbled as he bumped into someone. He saw it was Fluttershy. She immediately lit up seeing Spike and scooped him into a big hug. Off to the side, Applejack saw this and wondered what they were up to. Pinkie hopped by her.

"Pinkie, look at this."

Pinkie stopped in the air. When she saw Flutterhshy and Spike, her face lit up like a star. She fidgeted excitedly beside Applejack. Applejack looked very curious.

"You know what's going on with those two?"

Pinkie stopped hopping.

"Nuh-uh! I Pinkie promised not to tell!"

Applejack raised a brow at this but decided to let it go. She knew how important Pinkie promises were. She simply watched Fluttershy smother Spike in hugs. Rainbow landed beside Applejack looking interested.

"Hey. You think this is why Fluttershy exploded yesterday?"

Applejack thought on this for a moment.

"I didn't even think of that."

Pinkie looked confused.

"Fluttershy got upset? What happened?"

"I'll tell you in a minute. Let's just watch."

The three remained silent as Fluttershy continued to cuddle Spike.

"I'm so glad to see you again, Spike! I didn't mean to upset you like that and-"

"Fluttershy."

Fluttershy stopped her doting and looked Spike in the eye intently. Spike could barely keep himself from turning away in shame.

"I....I have to tell you something."

Fluttershy set him down. She sat and waited, wondering what he was thinking. Spike fidgeted nervously. He was still terrified both by losing Fluttershy's friendship and what Twilight told him.

"It's just...I...."

Fluttershy waited, becoming nervous. What could he-

"This.....this isn't gonna work."

Fluttershy recoiled and gasped in shock. Spike felt tears form in his eyes as he continued.

"I'm still in love with Rarity."

Fluttershy felt completely devastated. Even after everything, Spike still wanted Rarity. Fluttertshy started to weep bitterly. Spike tried to explain himself.

"Fluttershy, I didn't mean for things to get this far, I swear!"

Rainbow was about to fly toward the two, driven less by thought and more by indignation. She was stopped by Applejack who also looked shocked by what she heard. Applejack shook her head no. Pinkie looked very upset as Spike continued.

"I...I don't why I did what I did yesterday! It's just.....I do care about you Fluttershy, but....I'm so sorry."

Fluttershy felt like her heart had been torn to shreds. Spike still cared enough to talk to her and be honest with her. That might have been even more painful, because he was still the sweet little guy she knew, but she could never have him.

"I....I understand...."

Fluttershy turned and ran from him, sobbing all the way. Spike tried to reach out to her, but she was gone before he could. Spike hung his head in shame. In the back of his head, a voice was telling him still he made the wrong choice and he needed to fix it. It was too late for that now. Spike noticed the others watching him. He didn't even spare them a second glance; he simply walked away sadly. Pinkie slumped sadly. Rainbow stuttered over her words for a second.

"Wh...wh-what the hay just happened?!"

Applejack took a breath.

"I...I don'tknow but we best figure it out. Pinkie, see if you can find Twilight and tell her what happened. Rainbow, you go help Fluttershy. I'll keep an eye on Spike."

"Wait, you want me to comfort Fluttershy?"

"You've known her longer than any of us."

"But...but I'm no good at this."

"I think you're better than you know."

Rainbow wanted to argue more, but she was more concerned about Fluttershy than her own abilities. She flew off. Applejack and Pinkie went their respective ways.

~

Spike had reached Rarity's boutique, though he had yet to enter. Fear was holding him back. Part of him did not want to know the truth. He was so scared Twilight was right that he was shaking. Everything he had done and tried, could it really have been for nothing? Why would Rarity pretend to like him for so long? He wiped at his eyes in frustration, feeling tears forming. He needed to know. No matter how much he hurt, he needed to know. Spike reached up to knock on the door.

"Spike, wait!"

Spike stopped and turned to see Applejack. She trotted to him and placed a hoof on his shoulder.

"Listen little buddy, I think you need to step back for a bit."

Spike angrily pushed Applejack's hoof away.

"This is none of your business Applejack-"

"It is when my friends are so upset."

"Well, go help Fluttershy then! She needs someone more than I do."

Spike's guilt took hold of him again as his eyes overflowed. Applejack gently hugged him.

"Spike, honestly, I don't how you've kept this up for so long! Rarity just isn't meant for you, and all you're doing is making yourself miserable."

Spike gritted his teeth and roughly poked Applejack in the chest.

“Back off, just back off Applejack! This is my decision! I’m tired of everypony telling me what I can and can’t do! You don’t like my decision, I don’t care! This is-!”

“What is all that yelling?!”

The boutique door swung open to show Rarity looking frustrated. Her annoyance turned to shock seeing Spike panting in anger and Applejack looking astonished. Spike stilled his breath as best he could and spoke to Rarity.

“R..rarity. I need to talk to you.”

Rarity nodded and invited both Spike and Applejack in. Applejack stayed back a bit, wanting to help but realizing this was between Spike and Rarity. Spike thought for a moment, trying to think what to say.

“Rarity. I...I-“

“Spike, before you say anything, I need to tell you something.”

Spike felt very worried but listened intently. Applejack sent Rarity a concerned look, trying to warn her. Rarity took a deep breath before she spoke.

“I have always considered you a friend; and you have always been a wonderful help to me.”

Spike perked up a bit. Maybe Rarity wanted to finally take their relationship to the next-

“But I…I don’t have feelings for you like you do for me.”

Spike felt like his heart had been torn out of his chest and torn to shreds. Twilight was right after all. Everything he’d dreamed of for all his time in Ponyville was meaningless. Rarity continued.

“I should have told you sooner. I didn’t realize how much this meant to you.”

Rarity continued to explain herself, but Spike didn’t hear her. His eyes overflowed with hurt, bitter tears as he tried to hold in his feelings. This only made them churn inside him until they turned into a single feeling.

Anger.

Spike couldn’t hold back anymore and roared at Rarity at the top of his lungs.

“WHY DID YOU DO THIS TO ME?!?!?!”

Rarity recoiled in shock. Applejack tried to hold back Spike.

"Spike, please, settle down-"

Spike tried to shove her away as he continued to yell.

"WAS I JUST CHEAP LABOR TO YOU?!?! JUST A WAY TO GET WORK DONE WITHOUT HAVING TO PAY?!?!"

Rarity recoiled in hurt, never thinking Spike would react so violently.Applejack barely held onto him as he writhed furiously, trying to get loose.

"DID YOU EVEN CARE ABOUT ME?! DID ANYTHING I DO MATTER TO YOU?!?!"

Rarity felt tears sting her eyes at Spike's harsh words. She reached out to him, wanting to tell him he was important to her.

"But....Spikey-wikey-"

Spike gritted his teeth and managed to free one hand and slashed at Rarity outreached hoof. Rarity yelped in pain and saw she had three bleeding cuts on her hoof.

"Dont. You. DARE!!! Call me that!"

Applejack tightened her grip on Spike and scolded him.

"Spike, that is enough! You calm down right-"

Applejack screamed in shock as Spike actually threw her backwards a good three feet. Applejack shoot her head and had no idea how that happened. One look at Spike answered her question. Spike was slowly growing in size, still looking furious and shooting bursts of flame from his nostrils as he panted in anger. Rarity and Applejack stood frozen in absolute terror as Spike grew larger and larger due to his burning anger.

~

Twilight had managed to leave her home after almost an hour of immobility. Her head still throbbed with a large migraine, preventing her from using magic, or much of anything else. She needed to find Spike though, before he did something he regretted. Twilight continued to slowly walk around town, squinting her eyes to keep the sunlight out of her eyes and prevent her headache getting worse.Twilight barely moved a inches before someone shouted at her.

"Twilight!"

Twilight grimaced at the noise as Pinkie stopped beside her and started rambling.

"Twilight! Spike just talked to Fluttershy and he said they had to split so Applejack went to talk to him and Rainbow Dash is talk-"

Twilight shoved her hoof in Pinkie's mouth to silence her.

"Pinkie...not so loud."

Pinkie wasn't sure what the problem was until Twilight rubbed her horn.

"Do you have a headache?"

"Yes..."

"Be right back!"

Pinkie ran off. Twilight had no idea what she was doing, but didn't have long to wonder. Pinkie returned a second later with a bottle of some kind of fluid.

"Take this. You'll feel better."

Twilight didn't have a clue what it was, but if it would help, she'd gladly take it. Twilight took the bottle and downed the drink in a single gulp. After a few seconds, the medicine completely removed her migraine. Twilight's eyes widened in amazement. Pinkie smiled in excitement.

"Feel better?"

"Uh, yeah. What was that?"

"It's a medicine I give Gummi when his gums hurt."

Twilight stood dumbfounded for a moment but put it out of her mind.

"Well, you said you saw Spike?"

"Well, yeah. He talked to Fluttershy earlier.

Twilight's eyes widened in horror and she gasped.

"What did he say?"

"He said he was sorry and it couldn't work and he didn't mean to hurt her."

Twilight buried her face in her hooves and shook her head side to side.

"We need to keep him away from Rarity!"

"Applejack is with him now. She sent-"

Pinkie stopped and both ponies jumped in fear at the sound of a massive, thunderous roar. A huge shadow overcame them both. When they looked up to see the cause, they both gasped in horror.

~

Near the edge of the Everfree forest, Rainbow reached Fluttershy's cottage, but didn't enter right away. She could hear Fluttershy sobbing from outside. The longer she listened, the more she was worried she would do somethign wrong. Rainbow finally reached for the door and carefully entered.

"Fluttershy?"

Rainbow received no response, only hearing more crying. she saw Fluttershy on her couch, her face buried in a pillow. Rainbow carefully walked to her and gently placed a hoof on Fluttershy's back, making her look up. Rainbow nearly grimaced at the sight. Fluttershy looked completely heartbroken and pitiful. Fluttershy immediately buried her face in Rainbow's chest as she continued crying. Rainbow awkwardly held her, not experienced in giving comfort. After a few more moments, Fluttershy finally calmed down and caught her breath.

"Um...Fluttershy...are....I...."

Rainbow had no idea what to say. She was still very worried she would mess up.

"Uh...what the heck happened between you two?"

Fluttershy wimpered and sniffed. She sat upright on her couch and Rainbow sat beside her and put an arm around Fluttershy's shoulders.

"I....I thought I had a chance with him..."

Fluttershy continued to sniff as tears rolled down her face onto the floor. Rainbow felt her anger churn in her seeing her friend so miserable.

"Why would he make you think it could? I didn't think he'd try to lead somepony on."

"It's my own fault."

Rainbow recoiled at this. She started to feel indignant to Spike as she nearly shouted.

"You expect me to believe that?! You're here, bawling your eyes out over him, and this is YOUR fault?! How?! From where I stand, he's the reason for all this!"

Fluttershy suddenly shot up and held back Rainbow.

"NO! He didn't do anything!"

Rainbow crossed her arms and gave Fluttershy a look.

"Well then, what the hay happened?!"

Fluttershy took a deep breath and started to explain.

"At the slumber party...Rarity told Twilight she doesn't have feelings for Spike."

"Well duh! Anypony can see that."

Fluttershy fidgeted a bit. Rainbow decided to just let her continue and keep quiet.

"And...I...well, I've had....I've liked Spike ever since I met him."

Rainbow's brow rose in surprise. How did she not see that? Fluttershy wasn't exactly subtle with body language. Then again, she and Spike didn't spend alot of time together. Raibow remained silent as Fluttershy continued.

"I...I thought...I thought maybe I could have a chance. If I was there for him...he would understand."

Fluttershy pushed her hoofes to her lips to cover more sobs. Rainbow gently rubbed Fluttershy's back.

"We...I invited him over and...and..."

Fluttershy covered her face, feeling ashamed.

"What? What happened?"

FLuttershy took a deep breath to steady herself as she lowered her arms, showing her eyes filling with more tears.

"We kissed."

Rainbow recoiled in surprise. She didn't think Fluttershy would even try something like that.

"Uh...was that a bad thing?"

Fluttershy looked Rainbow in the face. Rainbow nearly recoiled at the miserable look on Fluttershy's face.

"He got so scared and ran from me..."

Fluttershy started to weep again. Rainbow gently pulled her into a hug and gently rubbed her back.

"I was so stupid to try that! I can never compare to Rarity!"

"Wait, what?"

Fluttershy wiped her eyes and continued.

"She's so much more beautiful than me and...I could never-"

"Hey, hey, would you quit acting like that?!"

Rainbow lifted Fluttershy's gaze to hers.

"You said yourself that Rarity doesn't like Spike that way, right?"

"Well...yes. She said she would tell him next time she saw him."

"Right, so how do you think he's gonna feel about that?"

Fluttershy fidgeted for a second.

"L-like me..."

Rainbow smirked a bit and looked Fluttershy intently in the eye.

"Are you just gonna leave him miserable and alone?"

Fluttershy gasped.

"N-no, but-"

"Are you gonna let him suffer?"

"No!"

"So what are you gonna do?"

"I...I..."

Fluttershy wanted to answer, but still felt so nervous and afraid. Rainbow put a hoof on her shoulder to give her comfort.

"I...I'm going to be there for him..."

"And?"

"and....and..."

FLuttershy stopped for a moment. The thought of Spike as unhappy as her flashed through her mind, making her shout.

"I'M GOING TO MAKE HIM THE HAPPIEST LITTLE GUY IN EQUESTRIA!"

Fluttershy covered her mouth, shocked at how loud she just yelled. Rainbow stood dumbfounded at Fluttershy's outburst. SHe shook her head and smiled wide.

"That's the spirit, Fluttershy!"

Fluttershy smiled slightly and blushed.

"C'mon, let's get you cleaned up fir-"

They both jumped when they heard a massive roar.

"What the heck was that?!"

Rainbow flew to a window and looked toward Ponyville. She saw the silhouette of a massive dragon stomping through the town.

"Holy smokes, a dragon!"

Fluttershy gasped and pushed Rainbow down to see. She saw the dragon was indeed very large, but what caught her eye was it lacked wings.

"Oh no! SPIKE!!!"

FLuttershy opened her window and flew out it, flying as fast as she could toward Ponyville. Rainbow flew after her and stopped her.

"Fluttershy, wait! You won't be able to reach Spike in time!"

"That IS Spike!"

Fluttershy pulled outy of Rainbow's grip and kept flying toward the town. Rainbow stayed right by her.

~

Spike had become a full size dragon even more powerful than his first rampage. His scales were thicker and stronger, all their colors much darker and intimidating. His spines were curved and jagged like an assassins' dagger. His claws and teeth were longer and sharper. But he was driven not by greed, but a mindless rage, which made his eyes turn blood red. In his grasp was Rarity, screaming in horror, trapped in Spike's tail. Royal soldiers gathered large seige weapons and air ships in an attempt to subdue him. Twilight however was trying to use magical blasts to slow him down to avoid such a fight. Unfortunately, despite Twilight’s raw magical strength, Spike was far stronger than his original rampage and even Twilight lacked the power to stop him. Twilight started to falter as she exhausted herself with the amount of magic she used. A Pegasus officer pulled her back behind a fortification once she finally ended her effort.

“Rest easy your highness, we’ll handle him now.”

"Don't hurt him! He's...he's not-"

"Your highness, we have to do what is necessary. If he's not stopped, somepony will be killed."

The officer signaled for the artillery to ready to attack.

"Take aim!"

THe soldiers set the weaponns on a firing path for Spike,aiming for his head and torso.

"FIRE!!!"

The weapons shot dosens of large projectiles. Each on e hit their target, but Spike barely even budged at their impact. It did make him more angry. Spike snarled loudly and took a deep breath, the glow of fire rising in his throat.

"INCOMING!!! Fall back! Fall back!"

The soldiers and Twilight flew away from the weapons seconds before Spike released an enormous blast of dark fire that tore through the weapons. Spike continued to march through Ponyville, more soldiers trying other weapons to slow him down. A large platoon of unicorn soldiers set up behind a makeshift defense barrack, waiting to fire. A pegasus stood ready to signal when Spike passed by. Spike stomped by a second later, oblivious to the impending attack.

"Fire!"

The platoon stood and unleashed a blast of magical energy in unison. The magic's impact caused Spike to stumble a bit, but did little more than lightly singe his scales.Spike growled furiously and stomped to the unicorn emplacement. The soldiers tried to fire on him to slowhim down, but it was no use. Spike stomped on their construct repeatedly, reducing it to woodchips. Rarity shouted to him, trying to calm him.

"Spike, please, stop! You could kill so-"

SPike snarled at her, licks of fire and smoke raising from his nostrils and teeth. Rarity recoiled and covered herself in fear. Spike's mind was gone, controlled completely by anger fueled instinct. HIgh above him, the wonderbolts, led a contingent of pegasus aces as they escorted a formation of six armored blimps. The blimps were all connected by wires to a huge chest filled with priceless treausre. The treasure was to be used as bait to lure Spike away from Ponyville to avoid further damage to the town or it's ponies.

The blimps lowered toward Spike slowly, wanting to gain Spike's attention and stay out of his reach. Spike did notice the massive horde of wealth above him, but he had no interest in it. He took a deep breath and blew a burst of fire which destroyed all but two of the blimps. The loss of their wingmates caused the blimps to fail under the weight of the treasure and they crashed to the ground. Spike huffed at the wreckage and left it.

The soldiers regroup as best as they could to try and hold back Spike while Twilight, joined by Applejack and Pinkie, led the rest of town to safety. The wonderbolts led their fellow pegasus into attack posiiton and dove toward Spike. They tried to slam into his side to topple him, but Spike barely moved an inch and the pegasus tumbled at the hard impact. The attack only increased Spike's anger, which somehow made him stronger. He roared furiously, so loud the ground actually shook. It seemed like nothing could calm him or stop him.

Spike stopped in his rampage hearing someone screaming his name.

"SPIKE! SPIKE!!!"

Spike turned to see who it was, but was too far away. He only saw two small dots approaching him.

It was Fluttershy and Rainbow Dash. Rainbow looked around at how much damage Spike had already done, feeling terrified. Fluttershy however was completely focused on Spike, the only fear she felt was losing her friend to himself. Fluttershy tried to fly faster, but Rainbow grabbed her and tried to pull her away.

"Fluttershy, no! He's out of control! You can't stop him-"

"I don't care! He needs me!"

Spike began to slowly stomp toward them. Rainbow desperately pulled Fluttershy away from him. Fluttershy tried to break out of her grip, crying and screaming to Spike.

"FLuttershy, shut up! He's gonna kill us!"

"Let GO!"

Fluttershy kicked Rainbow with her hind legs, sending her flying backwards. Fluttershy flew directly toward Spike. Spike quickly grabbed Fluttershy in his right claw and lifted her to his face. The others all held their breath in horror, thinking Spike would hurt her. Fluttershy, amazingly, showed no fear for herself, but for Spike.

"Spike, please stop!"

Spike listened to her, not interested, but curious why she was doing this.

"Please don't leave us! You're better than this!"

Spike felt like tossing her away for a split second, but stopped because of a single thing.

Her eyes.

Spike recognized those same beautiful perfect eyes he remembered, but there was something else. That feeling of kindness and love now seemed to be so much stronger and filled his heart and soul. The feeling was so fierce and powerful, Spike felt all his anger disappear and his eyes turned to their normal colors. Fluttershy continued to pour her heart out.

"I don't care who you go to, I don't want to lose you!"

Spike's grip loosened on both Fluttershy and Rarity absentmindedly. He'd never felt such unconditional love and even emotional need from someone for him. The feelings in him were overwhelming, but Fluttershy was still not finished.

"Please, please don't leave us...I love you."

That finally shattered Spike's resolve. His eyes filled with thankful and emotional tears. Spike started to slowly reduce in size. Fluttershy held onto his claw throughout, but Rainbow and Twilight flew to Rarity to help her back to the ground safely. Fluttershy continued to hold onto Spike as he continued to reduce in size to normal. Once Spike was back to normal, he couldn't look Fluttershy in the eye. HE hung his head and wept bitter tears, feeling ashamed at his actions. Fluttershy gently picked him up and gave him a gentle, loving hug, crying tears of joy.

"It's okay, Spike. It's okay."

Spike returned the hug, settling down a bit thanks to Fluttershy's loviing embrace. The rest of their friends joined the hug, thankful their friend had been saved.

~

That night, everypony had returned home to rest and prepare to reapir the damage to Ponyville the next day. Fluttershy sat in her den resting and letting her mind settle. Spike was safe with Twilight and needed time to set his feelings in order. Fluttershy didn't mind; Spike was safe and his rampage didn't cause too much damage. That was enough for her, even if she-

Fluttershy was shaken from her thoughts by a knock at her door. She didn't have many visitors, especially at this hour. She went to her door and opened it and nearly squeaked in joy. Spike was before her shyly smiling at her. Behind him a short distance away was Twilight smiling warmly. Spike fidgeted awkwardly not sure what to say.

"Um....Hi Fluttershy."

"What are you doing here, Spike?"

"Well...I..."

Spike wasn't sure what to say. He honestly didn't think Fluttershy would say yes after what happened. Spike took a moment to look Fluttershy in the eye. He couldn't help but smile at her beautiful eyes. Spike smiled and leapt into her and gave her a big hug.Fluttershy was surprised for a split second, but quickly returned the hug happily. Spike whispered to her.

"Thank you so much..."

Twilight watched them quietly. She never realized how perfect the two of them were together. Twilight smiled in relief as the two broke the hug.

"I'm glad you came to see me Spike, but I didn't expect to see you so soon."

"Well, I was wondering...if you'd..."

Spike fidgeted, still very nervous what Fluttershy would say. Fluttershy leaned closer, her smile widening in anticipation. Spike tried to say what he wanted.

"I...um...will..."

"Yes?"

Spike took a deep breath and simply said what he felt.

"Would....would you be...my special somepony?"

Fluttershy gasped and smiled a big bright overjoyed smile.

"Oh Spike, of course I will!"

Fluttershy wrapped her arms around Spike and pulled him into a big happy kiss. Spike smiled and returned the kiss. Twilight felt tears of joy roll down her face as she covered her mouth to hold back her squeals of joy. Even after all the hurt and trials, Spike and Fluttershy found each other. There were many uncertai moments, but in the end, they finally had one another. Whatever may come, they would face it together.

The End

Chapter 2

Spike was slowly walking back to the library, feeling defeated and depressed. Ever since the slumber party three days ago, Rarity barely talked to him anymore and never let him stay at the boutique for any reason. Did he do something wrong at the sleepover? Was she mad at him for laughing at her coin flip? He sat down by a tree and tried to think. Twilight wanted him to come back to the library once he was done with Rarity, but he didn't really care at the moment. He just wanted to be alone and think. He leaned back and stared off at nothing, hoping to just doze off.

Meanwhile, Fluttershy was happily skipping through town, simply enjoying the day. She hadn't seen Spike since the sleepover, but she was still very happy about having so much fun with him. She hadn't told anyone about her kissing him; she doubted Twilight would be pleased about that. But ... She stopped and couldn't hold back a sigh of joy.

"He's such a good kisser."

She started to hop a bit as she remembered that night. As she did, Pinkie Pie spotted her and became very curious. Fluttershy continued to happily trot through the town. As she purchased some items, the clerk looked surprised at her behavior.

"Never seen you so upbeat before, kid."

Fluttershy blushed but smiled brightly. The clerk looked at her curiously.

"Geez, you gettin' married or something?"

Fluttershy gasped at the suggestion, but sighed happily a second later and felt elated at the thought.

"I hope so....."

The clerk looked dumbfounded as Fluttershy paid him and left. She kept thinking about the idea of her and Spike getting married. She started to skip as she fantasized what it would be like.

~

Fluttershy was wearing a beautiful white wedding dress, waiting for her cue. She held her bouquet in her left hoof while trying to still her heart. Her father was by her side, his eyes bright and happy and overflowing with tears of joy. He gently drapped his wing around her in a hug. Fluttershy looked up to him and smiled. They heard a chorus of songbirds and knew it was time.

The doors before them opened and they slowly walked forward. It was a very small wedding. Mostly family were gathered to see this. Fluttershy saw only the people that mattered most were present. Fluttershy's own family and her groom's watched in joy as her father led her to the pulpit. Her friends were all acting as bridesmaids. The crusaders were happily skipping down the aisle spreading flowers. Shining Armor and Twilight's father were acting as the groomsmen.

But Fluttershy barely noticed them. Her attention was focused on her handsome husband to be. There he was. Spike. Her Spike. He was dressed in a perfect tuxedo and top hat. His eyes were full of love and joy as he gazed at his approaching bride. Fluttershy felt her heart jumping in bliss. She finally had her one and only that she had wanted for so long.

Her father brought Fluttershy to her place and gave her one last hug before going to her mother who was weeping for joy. Princess Celestia began the ceremony.

"Dearly beloved, we are gathered here to bear witness to the union of Fluttershy and Spike. If anyone has any reason these two should not be together, speak now or forever hold your peace."

They waited for a few seconds as no one spoke. Celestia continued.

"Fluttershy. Do you take this man to be your lawfully wedded husband? To honor and love for as long as you both shall live?"

Fluttershy felt her eyes fill with tears of happiness as she looked into Spike's eyes. She took a breath and answered.

"I...I do."

She heard her friends behind her starting to weep for joy, especially Twilight who could barely control herself.

"Spike. Do you take this woman to be your lawfully wedded wife? To honor and love for as long as you both shall live?"

Spike's smile widened as he gazed into Fluttershy's eyes.

"I do."

"Then by the power invested in me, by the kingdom of Equestria, I know pronounce you man and wife. You may kiss the bride."

Celestia had barely finished when Fluttershy had pulled Spike close and they shared a happy loving kiss. Everyone present applauded except for Rainbow Dash who flew high into the air. A moment later, she executed a Sonic Rain boom. Fluttershy barely heard her shout "Best wedding EVER!"

~

Fluttershy ended her fantasy and floated in place as she felt a warm tingle flow through her. She shuddered in joy and nearly laughed for how much happiness the thought brought her. She held back and simply cheered in her own way.

"Yay!"

She suddenly noticed someone hopping beside her. She looked and saw Pinkie Pie jumping and looking very excited.

"HI!"

Fluttershy recoiled and she held her wings to her side, making her fall to the ground. She hid her face in her hooves as her face turned bright red. Pinkie looked at her happily with a big smile. Fluttershy fidgeted nervously and questioned Pinkie.

"How....how long were you watching me?"

"Well, I saw you skipping and wondered what you were up to! Then you started hopping and looked so happy and I wanted to know why!"

Fluttershy looked very embarrassed and wanted to run from Pinkie, but knew better. Rainbow Dash had tried constantly to get away from Pinkie, but every time she never could. Fluttershy knew she couldn't even hope to try. She sighed nervously.

"Could....could we go somewhere private? Please?"

Pinkie looked very curious but nodded. Pinkie led Fluttershy to Sugarcube Corner. When they entered, Cupcake was at the counter and noticed Fluttershy looking more nervous than usual. Pinkie led Fluttershy to her room and closed the door behind them. Fluttershy shifted in place as Pinkie smiled at her, waiting to hear what made Fluttershy so happy.

"P-pinkie?"

"Yes?"

"I...I need you to promise you won't tell anyone."

"Cross my heart, hope to fly, stick a cupcake in my eye!"

Fluttershy inched closer to Pinkie, still afraid someone would hear her. Pinkie leaned closer in anticipation. Fluttershy was nearly shaking in fear.

"I...I..."

Pinkie leaned in closer and closer, a big smile on her face. Fluttershy finally couldn't take it anymore and shouted.

"I'M IN LOVE WITH SPIKE!!!"

Fluttershy slapped her hooves over her mouth realizing how loud she yelled. Pinkie's eyes were wide with joy and she smiled wide. She started jumping for joy while Fluttershy continued to feel embarrassed with herself.

"Ohmygosh! Ohmygosh! Are you two dating now?! Has he taken you out yet?!"

Pinkie continued to ask her about their relationship not even noticing Fluttershy retreating into herself. Pinkie finally stopped to see Fluttershy lying on the floor hiding her face in her wings. Pinkie smiled warmly and helped Fluttershy to her feet.

"Is that why you were so happy?"

Fluttershy brushed her hoof against the ground and smiled shyly.

"Well...I...I was....I was thinking about....us....our wedding."

Pinkie gasped for joy.

"YOU'RE GET-"

She shoved her fore hooves into her mouth to stop herself. She continued in a whisper.

"You two are getting married?"

"Well…I...I just..."

Fluttershy sighed blissfully as the thought returned to her and she started to hover and giggled blissfully. Pinkie hopped in excitement. Fluttershy continued.

"I've just always wanted him to be my special somepony. I...I'd give anything for him to see how I feel."

"Well, why don't you tell him?"

Fluttershy looked very worried and Pinkie thought she knew.

"Oh, right. Rarity."

"Well, actually..."

Fluttershy rubbed her foreleg awkwardly while Pinkie tilted her head in confusion.

"You know that Rarity and I had a sleepover at Twilight's, right?"

"Uh-huh."

"Well, Rarity said she doesn't care for Spike like he does for her. She does consider him a friend, but that's all."

Pinkie looked surprised.

"Does Spike know?"

"No. Twilight got very upset with Rarity and told her to stop. Twilight wants to work Spike out of his crush, so now Rarity is going to turn him away when he tries to help her."

Pinkie thought on this for a second with her hoof to her chin. She suddenly smiled bright.

"You could tell him how you feel and that would-"

"NO!"

Pinkie recoiled but Fluttershy continued looking very scared.

"Twilight knows how I feel and....I....I just don't want to lose him before I even have a chance."

Fluttershy started to cry. Pinkie gave her a gentle hug hoping to calm her. Fluttershy calmed down after a few minutes and wiped her eyes.

"I just....I want him to be as happy as he's made me."

Pinkie smiled at her.

“How could anypony not be happy to be with you?”

Fluttershy smiled shyly but Pinkie continued.

“You can take WAY better care of Spike than Rarity. I’ll bet when he sees how much you care, you’ll be together forever and ever!”

Fluttershy gave Pinkie the biggest hug she could, thankful for her support.

“Thank you Pinkie.”

Pinkie hugged her back, still full of excitement for Fluttershy. The two left her room. As they went downstairs, Cupcake smiled warmly at Fluttershy. Fluttershy nearly jumped in fear thinking Cupcake had heard their talk. As the two left, Carrot cake looked curious and spoke to his wife.

"What are those two up to?"

Cupcake covered her mouth to hide a light giggle.

~

Fluttershy had left Pinkie and was continuing her errands. As she was about to head home, she saw someone small sitting under a tree. As she approached, she realized it was Spike. She started to walk a bit faster, wanting to talk to him. When she reached him, she saw he looked very sad and was fiddling with his tail. She sat down beside him.

"What's wrong Spike?"

Spike sighed and didn't look at her.

"Just...thinking right now."

He pulled his legs to his chest and hugged them. Fluttershy placed a wing around him and gently caressed him.

"Is it Rarity?"

Spike nodded solemnly. Fluttershy gently cuddled him, to which he nuzzled into her thankful for the attention.

"What did she say?"

"Well....she just won't have me over anymore."

Fluttershy felt very guilty and wanted to explain to him, but she didn't want to hurt him or risk Twilight's anger. Spike continued.

"She keeps saying that it's not appropriate for us to spend so much time together. It looks like we're a couple..."

Spike started to cry gently. Fluttershy pulled him close into a hug and rubbed his back. He looked into her eyes as he continued to cry.

"What's wrong with us being together?"

Fluttershy felt a pang of empathy and nearly wept for him. She hugged him tightly, hating to see Spike so miserable. She cuddled him as he slowly settled down. She wanted to give him gentle kisses, but didn't want to make him uncomfortable. Once he had settled down, Fluttershy let him get to his feet and he wiped his eyes.

"Thank you Fluttershy. I...I gotta get back to the library before Twilight gets worried."

"Actually, Spike. If you'd like...I do have some gems at home. I could bake some for you."

Spike looked a little surprised, but did feel excited to have a gem based treat.

"Well, alright."

Fluttershy smiled and placed him on her back. Spike looked a little confused as he heard her happily humming and skipping.

~

Fluttershy returned home with Spike, still very upbeat. She set Spike down on the couch.

"Now stay put while I make you something special."

Fluttershy trotted happily into the kitchen. Spike sat and thought to himself why Fluttershy was so happy all of a sudden. He continued to think to himself until Angel hopped onto the couch and sat next to him. Spike smiled and scratched his head. While Spike didn't think they were very close, there was a mutual respect between them since he tried to watch the animals. Spike noticed Angel's tail had little knots and was a bit messy.

"Need help with your tail Angel?"

Angel happily showed him his puff of a tail. Spike proceeded to fix the mess of fur to a perfect little ball of fluff. Angel looked at it and nuzzled Spike in approval. Spike smiled and gently scratched his head.

Meanwhile, Fluttershy watched the two from the kitchen, waiting for her work to finish baking. She thought this was the most adorable sight in the world. She wanted to run to him and hug him and tell him here and now how much she loved him. She knew it wasn't the right time, but she longed for the chance. She just stood silently, taking in the sight of him. She was shakin' from her thoughts by the oven dinging. She trotted to it and used an oven mitt to pull out a small cake with diamonds baked into it. She set it on the counter to cool off for a few minutes. She couldn't help but have more fantasies about her and Spike as she continued to watch him play with Angel.

~

Fluttershy was sitting in her den, gently rocking her baby as she fed it with a bottle. Her child was a little pony with dragon claws in place of fore hooves and dragon wings. Its coat was a light green and its mane and tail were a beautiful royal purple. The baby finished the bottle, giving Fluttershy a happy smile. Fluttershy gently placed the baby on her shoulder and carefully patted its back. A moment later, the baby belched and Fluttershy happily kissed its forehead and cradled it in her arms. The baby settled into sleep, feeling warm and secure in its mother's embrace. Fluttershy simply sat and smiled warmly, thankful for this moment. Her front door opened, and Spike entered quietly, smiling at Fluttershy and their child. He carefully tiptoed to them and gently caressed the baby's head. Fluttershy leaned down to Spike and kissed him lovingly.

~

Fluttershy leaned her back against the wall and slowly lowered to the floor as she sighed in absolute bliss. The more she thought about it, the more she wanted to be with Spike. She had never felt this way for anyone, pony of otherwise. She nearly started weeping for joy, wanting so badly to run to Spike and give him a kiss. She snapped out of her musings, remembering she still had a cake to finish. She trotted to it and saw it had sufficiently cooled down. She reached into her pantry and retrieved a tub of strawberry flavored frosting and a baking spatula. She applied a liberal amount of frosting to the cake, making sure it was spread out evenly to give it a neat appearance. Once she had finished, she walked to her refrigerator and found a slice of carrot cake for Angel in it. She knew he would get jealous of someone else getting attention. She picked up Angel's plate and trotted into the den to Spike who was still happily petting Angel. Angel immediately perked up at the smell of cake. Fluttershy set down the plate for him.

"Here you go Angel bunny."

Angel practically pounced on the treat and happily devoured it. Spike looked a little curious as Fluttershy led him into the kitchen. She presented the cake to him nervously.

"What do you think? Does...does it look good?"

Spike's eyes widened in delight and his mouth watered. He could see under the frosting, the cake had plenty of big gems baked into it.

"It looks....delicious!"

Fluttershy smiled in relief. Spike took a seat at the table and Fluttershy gave him the cake and a fork and knife.

"It's all yours Spike."

Spike's smile widened so wide it looked like his face would split. He happily started taking big bites of the cake. Fluttershy smiled warmly and let him enjoy. She checked on Angel and found he had finished his snack and was lying on his back, looking ready to doze off. Fluttershy giggled and took his plate. She returned to the kitchen and found Spike also finished the cake, his mouth covered in frosting with a dazed smile. Fluttershy held back a laugh as she looked at her boys and their silly antics.

She stopped and smiled brightly at what she just said.

Her boys.

Fluttershy honestly wished she could have that. A house full of happy boys, a husband and sons, looking up to her as a friend and caretaker. She took Spike's plate and set both his and Angel's in the sink to wash. Spike simply sat back comfortably and enjoyed his full stomach. Fluttershy gently rubbed his stomach, thinking he had a cute little round tummy. Spike suddenly covered his stomach with his arms and tail.

"Stay away from my stomach!"

Fluttershy covered her mouth to hide a smirk. Spike looked at a clock and saw it was close to sundown and dropped to the floor.

"Thank you for having me over and for the cake Fluttershy. I have to get goin'. Twilight will probably lose it for me coming home late."

Spike was about to leave, but Fluttershy stopped him, sensing annoyance in his voice.

"Is something wrong Spike?"

Spike sighed and fidgeted in place.

"It's just.....I wish Twilight would stop being so protective."

"Spike, Twilight just wants to make sure you're taken care of and safe."

"Yeah, yeah..."

Fluttershy placed a hoof on his shoulder. Spike looked a little frustrated as he continued.

"Everypony, especially her, never gives me a chance to try and be an adult. Everypony thinks I'm still just a little baby."

"That's not true Spike! You're a beautiful young man and a wonderful friend!"

Spike looked surprised but flattered and he smiled slightly at Fluttershy who suddenly felt completely unafraid. She started to lean closer to him as she continued.

“You have such a sweet and lovable personality. And…and you work so hard to show what an amazing person you are.”

Spike blushed lightly but he couldn’t turn his gaze away from Fluttershy. Her eyes seemed to draw him in. They felt so….warm. So inviting and caring. He carefully inched closer.

“Really?”

“Yes. And you…You’re more handsome than any stallion I’ve ever seen. You’re like a little gem, practically shining in the sunlight…”

In the back of his mind, Spike heard a voice telling him to stop. To not let this keep going and remember Rarity. But….he couldn’t take his eyes off Fluttershy. He started to realize how beautiful she is. He didn't realize he was moving closer and closer, as if by reflex. Neither he or Fluttershy spoke, they simply gazed deeply into each others' eyes. Angel hopped into the kitchen wondering what the two were up to. He smirked as he saw the two get closer and closer. He waited for them to kiss, but they stopped just a few inches away, too shy to finish what they started. Spike fiddled with his hands and tried to find the right words, but he couldn't think straight.

"Fluttershy...I....I've never..."

He couldn't say anymore. He was completely lost in Fluttershy's gorgeous, loving eyes. She held her breath, afraid to say or do anything for fear she would ruin the moment. Angel decided the two needed a little push. He hopped behind Spike and positioned himself for a kick. Once he was sure he could hit him just right, he stood on his front paws and gave him a good kick in the back. The force sent Spike forward and into a kiss with Fluttershy.

The two stood wide eyed for a second but fell deep into the kiss, carrying it on for quite some time. Angel dusted his hands off and smiled proudly. The two continued to kiss for a few minutes, lost in the feeling of acceptance and love they shared. Finally, they slowly pulled apart with an audible smack, their eyes barely opening. The stood still, trying to catch their breath and feeling their hearts pounding. Fluttershy felt like she'd found some divine paradise and it was inside the man she longed for. She knew now. She knew Spike was the one. He was her one and only. No one else could make her feel this amazing. Spike simply stood still, trembling slightly at this new sensation. He'd never felt anything like this before, not even from Rarity-

He gasped and his eyes widened as he slapped both hands over his mouth in horror.

Rarity.

Why the heck did he just do that? He was in love with Rarity! But why....Why was he feeling like this for Fluttershy? He started to shake in terror as he thought what Rarity would say if she found out. He started to gently cry, horrified at what he just did. Fluttershy became very worried for him and tried to place a hoof on him.

"Spike, what's wrong?"

Spike started to panic and he breathed erratically, trying not to weep. He ran away from Fluttershy, needing to get away from this new feeling. Fluttershy ran after him, but he disappeared. She looked confused for a moment, but suddenly realized why he was so scared.

"Oh no. Spike! Spike, I'm so sorry!"

She ran off, calling out to Spike hoping to find him and calm him down. Meanwhile, Spike was hiding in a bush, too afraid to leave it for fear Fluttershy would see him. He scrunched into a ball, biting back tears and trying to push out all the terrified thoughts of losing Rarity because of this. He needed to talk to someone. He needed someone to explain why he felt like this. He exited the bush and looked around, hoping Fluttershy was not near. When he saw it was clear, he ran into town, confused and afraid.

~

Fluttershy was frantically running through town, desperately searching for Spike. She had been practically screaming for him, becoming more and more afraid that she ruined her chance. She had asked everypony she found, becoming more and more desperate to find him. She didn't want-

"You come down from there right now!"

Fluttershy heard someone shout and trotted to find the source, thinking maybe someone was speaking to Spike.

The shout came from Rarity who, along with Applejack, were trying to get the cutie mark crusaders down from a diving board above a large pile of pillows. The three had the idea to try and earn a stunt performer cutie mark. They each were dressed in what looked like hobbled together safety gear, mostly bike riders' gear. The two grown ponies continued to shout at them. Rarity was ready to catch them with magic while Applejack was set to run up the ladder after them. The three were about to jump when they heard a shout.

"What's going on here?!"

Rainbow Dash zipped to the crusaders, looking curious what they were doing. Applejack shouted to her.

"Rainbow Dash. Get the girls down from there before they jump."

Rainbow looked at the three in surprise who grinned sheepishly.

"What kind of cutiemark did you think this would get you?"

"We're trying to get a mark in stunts! Lots of performers in the circus do this trick a bunch of times, so we thought it was a good way to start."

Rainbow gave them a knowing look.

"This ain't gonna work you three."

The crusaders slumped in sadness while Applejack and Rarity looked relieved.

"You need more pillows!"

Rainbow flew off and a few seconds later, came back carrying a massive pile of pillows. She set them under the diving platform and spun around them at high speed, making them into a thick, tightly bound pile.

"There! That should be better."

"RAINBOW DASH!"

Rainbow landed next to Applejack and Rarity who looked livid.

"That is not helping!"

"C'mon! There are worse ways they could try to earn a cutiemark."

"Ya'll seriously think this is a good idea?!"

"Hey, would you rather they try something without us around?"

Rarity and Applejack glared daggers at Rainbow. Raibow called out to the crusaders.

"Ready girls?"

"Ready!"

The three walked to the edge of the board and made ready to jump. Rarity and Applejack stood ready to catch them. Rainbow looked excited.

"On the count of three, take the dive! One....tw-"

"GIRLS!!!"

Everyone recoiled and saw Fluttershy looking infuriated.

"YOU COME DOWN FROM THERE RIGHT THIS MINUTE!!!"

The crusaders, knowing not to cross Fluttershy when she was upset, fearfully descended the ladder. As soon as they reached the ground, Fluttershy practically pounced on them and continued shouting.

"What in the world were you three thinking?! You could have been killed!"

The crusaders shook in fear, never seeing Fluttershy so angry. Applebloom tried to answer.

"We.....we were trying to earn-"

"This is not how you earn a cutie mark!"

Applejack held back Fluttershy and tried to calm her.

"Take it easy, sugarcube!"

Fluttershy turned her look at Applejack, coming very close to her infamous stare. Applejack stepped back in fear. Fluttershy realized what she had just done and recoiled in shock. She took heavy breaths, trying to calm herself.

"I....I....."

Fluttershy tried to hide her face in shame. Rainbow landed next to her, looking completely blown away that Fluttershy just shouted.

"What the heck has you so riled up Fluttershy?"

Fluttershy shook slightly as she tried desperately not to cry. She felt completely ashamed and wanted to run and hide. Rarity thought she knew why Fluttershy was so upset and placed a gentle hoof on her.

"Girls, would you excuse us?"

Rainbow and Applejack nodded and took their respective crusader home. Sweetie Belle carefully walked to Rarity's side, still fearful of Fluttershy. They walked to the Carousel Boutique in silence, each pony not wishing to start the conversation. Fluttershy's outburst and her very sad disposition told Rarity something terrible had happened to her. The three reached the boutique and entered silently. Rarity had intended to resume business once she was sure Sweetie Belle was safe, but decided against it and set her closed sign on the door.

"Sweetie Belle. Go to your room for now. I'll be up to speak to you in a moment."

Sweetie didn't argue and trotted upstairs, trying to avoid Fluttershy's gaze. Once she heard a bedroom door close, Rarity took a deep breath as she saw Fluttershy looking very frightened and ashamed. She very gently spoke.

"I....I'm so sorry Rarity. I didn't mean to get so upset."

"It's alright dear. Honestly, you did better protecting them than I or Applejack could have."

Rarity smiled warmly, but Fluttershy couldn't do the same because she was too worried about Spike and what Twilight would say when she found out. Rarity sat on her couch and gestured for Fluttershy to join her. Fluttershy did so but couldn't meet Rarity's eye. Rarity very tenderly took Fluttershy's hoof.

"Fluttershy, please, tell me what's wrong."

Fluttershy took a deep breath. She really didn't want to tell anyone what happened before she could speak to Spike, but that wasn't really an option now. She worked up her courage as much as she could but continued to look down.

"Well....I...today I saw Spike...."

Rarity looked surprised, believing Fluttershy would have loved to see him again. Fluttershy continued.

"He was sitting under a tree, looking so sad. He still wants to be with you Rarity."

Rarity bit her lip, feeling very guilty. Not only was she making Spike miserable, now she was ruining her friends chance at true love. She cleared her throat.

"Is that what has you so upset? Did he reject you?"

"Well...no....kind of..."

Fluttershy felt tears form in her eyes. She held them back as she continued.

"I invited him to my cottage and I made him a little cake. It seemed to cheer him up a bit. It...."

Fluttershy stopped as she felt a bit if happiness come over her.

"It's just so nice having him over. I love sharing my home with animals, but I adore having his company."

Rarity smiled warmly. It sounded like there was hope for the two. Fluttershy fidgeted shyly.

"He talked about how he was always treated like he was a baby. I...I..."

She bit her lip, feeling concerned how Rarity would react to what she said next.

"I'm not sure why, but, all my feelings just started pouring out. I told him how handsome and sweet he is. I just seemed to get lost in his beautiful green eyes."

Rarity was very interested now. See leaned closer to Fluttershy, a big smile on her face.

"Go on. What happened next?"

Fluttershy couldn't hide her smile as she remembered that magic moment.

"Well...he....he kissed me."

Rarity gasped in delighted surprise and her eyes sparkled with joy.

"Darling, why in the world are you so upset then?!"

Fluttershy felt her sadness return and she buried her face in her hooves and squeaked as tears rolled down her face. Rarity gently rubbed her mane trying to comfort her. Fluttershy answered through her sobs.

"He seemed so happy about it at first. I thought he felt the same thing I did. But...but then he looked so scared and he ran from me!"

Fluttershy cried hysterically, not bothering to try and hide her face. Rarity pulled her into a gentle hug. Fluttershy buried her face into Rarity's shoulder, her tears soaking her coat, but Rarity didn't care. She only wanted to help her friend, especially since she was the cause of her pain. After several minutes, Fluttershy settled down slightly and spoke shakily.

"He loves you Rarity. He wants-"

"Fluttershy, cut that out! You know it can't work between us."

Fluttershy lifted her face from Rarity's shoulder. Rarity used magic to clean off her face of tears.

"But....how can you say that? You know how he feels."

"That is my fault, Fluttershy."

Fluttershy looked surprised but Rarity continued.

"I never thought Spike would hold onto his feelings for me like this. I always thought he would outgrow it and move on. "

Rarity held onto Fluttershy tightly as she felt her own tears form.

" I would have sent him away sooner if I had known how much he means to you. I'm so sorry Fluttershy."

Fluttershy hugged her back gratefully. Rarity wiped her eyes and continued.

"The next time I see him, I'll tell him straight out."

"But Twilight-"

"I will deal with her if need be. You and Spike have a chance to be truly happy. I want you to take that chance."

Fluttershy hugged her gratefully, still worried but a little relieved to know Rarity would support her. Once they broke the hug, Rarity gave her a knowing smirk.

"I have to admit, you look so cute when you two kiss."

Fluttershy didn't understand at first, but realized she must have seen her kiss Spike while he slept. She gasped and blushed fiercely.

~

Spike had returned to Ponyville in record time, but he had no intention of returning home. He was honestly terrified how Twilight would react to what he did with Fluttershy. He felt so confused and scared that he'd done something terrible. Why did he kiss Fluttershy? He was in love with Rarity, he always had been. He'd spent his entire time in Ponyville trying to win her over...

So why was he now thinking about how much he liked Fluttershy?!

Spike walked through Ponyville slowly, trying to avoid the gaze of anypony else. He had wanted to talk to someone about what had happened, but now he just wanted to hide out of shame. What would anypony else think about this? Everypony knew how he felt about Rarity, some even thought that they were actually a couple. Except her and their friends...

Spike walked to a building and slumped against it and took a heavy sigh. It seemed like he didn't know the first thing about winning over somepony. He wished it were simpler, that there was some surefire way to find love, but he knew that was never the case. He-

"You there! Stay where you are!"

Spike jumped in fear at the shout. A second later, a royal soldier pegasus landed in front of Spike and put him on his back.

"Her majesty Twilight Sparkle has been searching for you!"

The soldier marched off at a brisk pace, Spike not bothering to try and get away. Twilight was obviously very worried if she was sending soldiers to find him. Less than a minute later, Spike spotted Twilight looking very worried. Once she spotted him, she ran to him and picked him up off the soldier.

"Spike, I was so worried! Where have you been all day?"

Spike fidgeted in place and couldn't meet Twilight's eyes. He wanted to tell her about what happened with Fluttershy, but he was still scared of how she would react. Twilight noticed and gently placed a hoof under his chin and lifted his gaze to hers.

"What's wrong Spike?"

"Um...I....I saw Fluttershy today..."

Spike looked down in shame. Twilight wasn't sure why but she knew Spike didn't like to talk about something that upset him when others were around. She lowered herself and let Spike hop onto her back.

"That'll be all gentleman."

The soldiers saluted her and left. Twilight's horn ignited and she and Spike disappeared as they teleported away in a flash.

~

Twilight and Spike reappeared in the library. Spike hopped to the floor but remained where he was.Twilight sat on her haunches and gently placed a wing around him. Spike started to explain, his tone of voice betraying his embarassment.

"I...I did something really bad Twilight."

Twilight simply listened intently.

"When I was over at Fluttershy's...she said that I'm a really nice young man. That....that she thought I was handsome. I...I just...I started having wierd feelings. Kind of like what I feel when I'm around Rarity. But...this was alot stronger."

Twilight was very interested now. Did Spike have feelings for Fluttershy? She remained silent as Spike continued.

"I didn't think. I couldn't. She's just....she's so beautiful and..."

Spike's eyes started to water and he nearly shook with shame. He very quietly spoke.

"We kissed..."

Twilight gasped in surprise. Spike braced for her to start shouting at him, but she gently questioned him.

"Spike, what did you do that was so bad?"

Spike started to weep and he shouted.

"I COULD LOSE RARITY BECAUSE OF THIS?!"

Twilight recoiled at his yelling. Spike continued.

"But...I think....I think I like Fluttershy too. But I don't want to lose Rarity and....I DON'T KNOW WHAT TO DO!!"

Spike simply wept out of fear and looked down in shame. Twilight pulled him close into a gentle hug and rubbed his back to calm him down. As he slowly stopped crying, Twilight spoke to him.

"Spike, I know it's not easy, but you can't have two ponies thinking they're your only one."

"I know..."

Twilight gently lifted his gaze to hers. Spike braced himself for a lecture, but Twilight softened her look and nuzzled him, wanting to help him relax.

"Let's not worry about this for now, okay?"

"But...wh-what do I tell Fluttershy or Rarity?"

"Let me deal with them. You need to have a clear head before you decide anything. Okay?"

Spike sighed and nodded. Twlight noticed his eyes were very heavy. She used magic to set Spike on her back and carried him to their bedroom. Twilight looked at Spike and saw him curled up and sound asleep. Twilight thought of putting him into his basket, but placed him in her bed, letting him settle his head into the pilllow and putting the covers over him. She wanted to keep him close, at least for the night. Spike was going through a very big change in his life, something she really didn't like. He was having very strong, very real feelings; he wouldn't be so torn up if they weren't serious. However this turned out, Spike was going to have a big change in his life. Twilight gently kissed his head and placed a wing around him as her eyes became watery. She knew she would have to see Spike grow up, find his own path and live it. She just didn't think it would happen so soon. It felt like he was slipping away from her. She wished she could have been a better guardian. She remembered so many times she could have taken better care of him.

"Spike...I'm so sorry."

She gently layed her head on his and nuzzled him as she quietly wept. Spike woke from her tears falling on his head, but he remained silent and still hearing Twilight crying. She gently spoke to him, hoping not to wake him and hugged him.

"I love you Spike. I love you..."

Spike wanted to hug her back, tell her he loved her too, but wasn't sure if it was right. He just layed still and let Twilight pour her heart out. She jumped slightly hearing a soft knocking at the door. Twilight sniffed and wiped her eyes. She gave Spike one more kiss and quietly trotted downstairs. Spike carefully got out of bed and went to the doorway, just enough to see downstairs. Twilight tried to dry off her face and compose herself before she opened the door. Once she was certain sge looked presentable, she opened the door to see Rarity and Fluttershy there, both looking concerned, though Fluttershy more so.

"Hi girls. What are you doing here?"

Rarity spoke first.

"Is Spike here, Twilight?"

"He's asleep. He needs time to think."

Before Rarity could respond, Fluttershy stepped forward, looking ashamed of herself.

"Did he tell you what happened?"

"More or less."

Fluttershy immediately started trying to explain herself in a fearful voice.

"I swear, I didn't mean to hurt him! I...I just...he's just such a cute and wonderful young man, and he...I..."

She started to weep and couldn't think what to say to explain herself. Twilight felt such empathy for her, recognizing her feelings in Spike. Twilight gently spoke to her.

"You really care about him, don't you?"

"YES!!!"

Fluttershy sobbed as tears flowed down her face. Rarity gently hugged her, trying to comfert her. Spike watched them quietly but felt very guilty seeing Fluttershy so sad. He thought it was his fault. He couldn't watch this. He went back to bed, hoping he could fall asleep. Meanwhile, Fluttershy was starting to settle down. Twilight sighed and looked toward the bedroom. SHe thought for a moment, wondering if she was making the right choice. Fluttershy spoke up.

"Please Twilight. I...I don't want to lose a friend because of this..."

Twiight reguarded Fluttershy fully as she answered.

"For now, we need to let him think. He needs time to settle his feelings."

Rarity stepped forward and spoke determinedly.

"He needs to know the truth Twilight. I need to tell him outright."

"Not yet. He's not ready. We need to be patient with him."

Rarity nodded solemnly. Twilight placed a hoof on Fluttershy's shoulder.

"Just promise me something Fluttershy."

Fluttershy cautiously met Twilight's gaze.

"Y-yes?"

Twilight pulled her into a tight hug.

"Please be good to him."

Fluttershy was very surprised but quickly returned the hug, thankful for Twilight's acceptance. Rarity and Fluttershy said goodbye and left. Twilight returned to her bedroom and took a moment to look at Spike. She carefully climbed into bed beside him and gently put her wing around him, wanting to feel him by her side. Spike however was wide awake feeling very unhappy. He never wanted to cause this much trouble. He hoped he could set this right, but he was honestly afraid he was going to lose a friend...

End of Part 2