MLP: Two-Face Part 1

by DarthWill3

Rating: everyone
Tags: Gilda, Big Macintosh, Fluttershy, Adventure, Crossover, Sunset Shimmer, Main 6, Dark, Alternate Universe, Romance, Equestria Girls
Length: 8830

On the first week, a Princess is crowned in Canterlot. On the second week, however, a friend is lost... and a new villain is born.

Fluttershy has always been the meek and kind Pegasus loved by her friends in Ponyville. However, there lies a much darker, more sinister side to her and only Rainbow Dash knows this secret. Once an outburst of Fluttershy's other personality has made the front page, Gilda and her father, a notorious crime lord, aim to find potential blackmail material on the shy pony. Another incident helps Fluttershy and the stallion she's had a crush on, Big Macintosh, reveal their feelings for one another.
A week after Princess Twilight Sparkle's coronation and one day after the events of Equestria Girls, Fluttershy is in deep trouble. Rainbow Dash, who has been keeping the other Mane Six in the dark, must save her sister figure both from Gilda and herself. But before the day is done, an Element and friend will be lost... and a new villain shall rise.
Elsewhere, Twilight sees strange, but comforting visions of Sunset Shimmer changing for the better in the human world. And they're all connected with Fluttershy's troubles. In that alternate realm, however, a madman is threatening to alter the future of our heroes forever.

This story is based on one of the best two-part episodes from Batman: the Animated Stories. Mainly featuring FlutterMac, with a bit of SoarinDash and TwiSentryShimmer thrown in. Coaxed into writing this by Shadow051.

All OC's are mine.

Published 2013-07-31 22:10:02 UTC
Last updated 2013-09-24 22:44:16 UTC

Prologue

The area was dark, covered in silver mist. Shades of gray mingled with the black atmosphere. The ground was hard. It felt like marble. Not a single tree, blade of grass, flower, or any type of greenery could be seen. Neither were there any houses, town signs, even corners of something to lean or lay back on. This was not something found in the average map. It seemed endless like a desert… or a void.

As for the sky – if there was a sky in this place – it was hard to tell whether it was day or night; the same dilemma could be said on which way was north or south, east or west. No sun, no moon, no stars, no streetlight, no lantern, no fireflies, no house light shone to show whatever direction anypony was taking.

But all of this mattered little in comparison to the horror chasing Fluttershy.

The pale gold Pegasus with the long, light pink mane and tail, moderately cyan eyes, and cutie mark of three butterflies – bodies in the same color as the eyes, and wings matching the mane and tail – was running like she had never run before. She panted hard. Drops of water flew from her eyes onto the floor. She didn’t care if either she was losing breath so rapidly, if her legs were hurting, or if she was going to get a stitch. She just wanted to be as far away as possible from the most frightening, most painful, most dangerous experience she had ever encountered in her life.

Suddenly, Fluttershy lost her footing and dropped to the ground. She was so tired. Sweat trickled down her face. Placing her front hooves close to her body, she managed to raise herself up a little bit before hanging her head down. She wanted to keep going, but knew she needed to catch her breath.

Perhaps the horror was a long distance behind. At that moment, Fluttershy felt safe. Yes, she was sure of it… Nothing could harm her now.

“Fluttershy…”

Fluttershy gasped. Her pupils shrank as her eyes opened wide. Her body began to shake. She felt like her heart stopped beating for only a second.

It was that voice; that sultry, almost velvety, smooth mare’s voice, mixed with a dark tinge; that very voice that had haunted her since she was a filly. And she was calling out to her. Toying with her, like this was just a game of Hide and Seek.

“Oh, Fluttershy…”

Fluttershy shut her eyes tight and placed her front hooves on her eyes. “No!” she cried, kneeling on her hind legs. “Keep away! L-l-l-l-l-l-l-leave me alone!”

She wanted to take off on her wings, but somehow, she couldn’t. They just wouldn’t work. It was almost as if they were clipped, yet they weren’t. They were sticking like glue on her body.

Finally getting herself back on all fours, Fluttershy resumed running in the direction she was taking. The tears in her eyes continued to drop. She was trying her best to stop crying.

She had to get her wings unstuck, or else her doom would be at hand.

Then, an arctic chuckle sounded through the air. “Where ya goin’, Fluttershy?” asked the voice, amusingly. “This isn’t the Annual Running of the Leaves, you know. You can’t get away from me, not matter how far ya trot…”

After running for about twenty meters, Fluttershy could feel her wings unfolding. “Thank goodness,” she sighed. One moment, they were in a situation close to paralysis. The next, they were usable again. It was a miracle.

She lifted herself off the ground with all haste. The air rushed by her as she climbed higher and higher. It was still dark and there was no wind to help increase the speed of flight. But that didn’t matter. She had regained the ability to fly.

Fluttershy felt a spark of hope inside her heart. Her sobbing ceased. Her face was dry. After all those years, after everything she had been through – physically, emotionally, and mentally – she was beginning to fight the surrounding shadows. There was light at the end of the tunnel, as the saying went. If she could just make it…

“…or fly, for that matter.”

All of a sudden, two eyes appeared out of the gloom, right in front of the fleeing Pegasus.

Fluttershy let out a shrill scream of fright. She screeched to a halt in midair. Her wings were locked back onto her sides. Then, she began to fall. This was just like when she stopped in the middle of flying towards that dragon’s cave last year.

The hope had completely evaporated from her. There was no escape. No chance of freedom. No rest. No peace. Not as long as there was the demon lurking.

The fall was quicker… and softer than Fluttershy had anticipated. All her bones were intact. No bruises were visible. Whatever made the ground seem like a mattress at impact was beyond her understanding.

Her physical condition, however, was not what she was worried about.

The eyes were still staring at her from the sky, the evil glimmer they held unchanged. They never lost track of her descent. And Fluttershy never lost track of them, either, unfortunately. Even if she couldn’t see the body, she recognized the eyes’ shape, the color, everything.

“See what I mean?” asked the voice, smugly.

Slowly, the eyes dipped towards the floor. Fluttershy could hear wings flapping as the eyes went lower. The movement was far more graceful, probably more practiced than how she could normally fly. It was exactly like Rainbow Dash’s, except this wasn’t the best flyer of Equestria looking at her.

The sky was starless and darker than the misty ground level. It would be hard for anypony to recognize a figure in the fog, but not for Fluttershy. There was only one being she had ever known living in this environment. She knew who it was.

She knew all too well.

Out of all the foes she had faced in her life – Nightmare Moon, the now reformed Discord, Queen Chrysalis, and the late King Sombra – none of them were as horrible as what was before her. This was her worst fear, even more frightening than dragons.

“I’m really disappointed in you,” spoke the demon, in a manner almost as lavishing as Rarity’s. “Do ya really think that all that learning how to be assertive and more self-confident can keep me away? That only hurts you even more, prolongs the suffering you’ve had all these years. Your pathetic pals can’t save you from what’s inside, deep down. Not even the Princesses. I’ll always be there. Nopony knows that better than you… and me.”

Fluttershy tried to pick up courage. “Stay away!” she croaked, barely keeping herself from stammering. “I don’t want any part of you!”

“I’m afraid you already are…”

A small shaft of sky blue light penetrated the darkness, as if a single light bulb was being turned on. It stopped just a few inches ahead of the shadowy demon. A front leg was drawn forward into the beam, where the illumination revealed its fur tone: yellow. Light, but pure gold.

It was just like Fluttershy’s fur and flawlessly so.

On the hoof lay a silver bit. But this wasn’t just any silver bit. It was a silver dollar. Bright and bold as polish, it was larger than the average bit. The surface looked a little worn, yet it still looked inseparable to any other coin of the same brand.

Fluttershy couldn’t escape the sight of that coin. It looked all too-familiar.

Suddenly, without warning, the demon’s foreleg tossed the coin into the air. The coin switched from side to side over and over again as it ascended. Then, it began to go down.

Fluttershy flinched. She couldn’t take it anymore. “No!” she cried, getting down on her hind knees. She placed her front forelegs over her head and pressed them on her ears. She didn’t want to hear the wind blow with each of the coin’s rotations. They had been haunting her for every single nightmare she’d ever had.

A coin toss would take only a second. But to Fluttershy, this particular toss was like six seconds; to say that it took ages would be too much to bear, overstated as it sounded.

The coin landed back on the demon’s hoof. Fluttershy knew it wouldn’t last for a minute. One moment’s pause and the coin had been tossed again.

Water formed once again in Fluttershy’s eyes. “S-s-s-s-s-stop it!” she sobbed, letting the tears run down her cheeks. “Just stop it! Please!” Yet she knew, in her heart, that this would never stop.

“It’s time, Fluttershy,” said the demon, her hoof catching the coin. “It’s time…” And so, she threw the coin up again.

“NOOOOO!!!”

For one moment, Fluttershy was screaming in hideous darkness.

But now… as she opened her eyes, she found herself back in her cottage, in her bed, under the covers, feeling all sweaty and panting heavily. Everything was bright. She turned her head left and then right, viewing her surroundings. All was still. There was not a sound to be heard, save for the birds chirping from outside.

Fluttershy let out a long, heavy sigh. It was all just a dream. No. Not a dream. More like a nightmare. There was no telling when it would come again in her sleep.

The Ponyville clock chimed at one, then two, three, four, five, six, and stopped at seven. It was seven in the morning for sure.

Suddenly, there was a knock on the door, followed by a familiar voice. “It’s time, Fluttershy!” called Rainbow Dash. “It’s time!”

Author's Note

Before you Fluttershy fans start attacking me, I want you to understand that I have reasons for making Fluttershy a kind of Harvey Dent-like character, which I'll explain in later chapter summaries. So bear with me, alright?

Dare I say that Rainbow Dash's echoing the very same words the demon used before Fluttershy woke up? The only difference is that there's no darkness in Dashie's voice.

Chapter 1: Flight of Madness

4 DAYS BEFORE THE CORONATION OF PRINCESS TWILIGHT SPARKLE

Rainbow Dash fully expected to see Fluttershy up and about by the time she came over to her cottage. The Ponyville animal caretaker was the guest of honor at the schoolhouse for a field trip. Nopony wanted to start it without her.

What Rainbow didn’t anticipate, however, was that only the upper half of the door—attached to its lower counterpart with a few locks—being opened at a pretty slow, snail-like pace. It gave out an eerie creak. She had more than enough time to move out of the way to avoid having her head whacked by the door.

She tried hard not to exhale impatiently. She knew that Fluttershy was usually nervous, but during her campaign for a new animal shelter in Ponyville? No way. She had put herself on the line for months on behalf of so many critters in need of a safe haven, run by ponies with the same gentle and caring demeanor that she had. After all, she couldn’t do all the work by herself.

Why all the sudden sluggishness? Too much work, maybe? All that campaigning could exhaust anypony, especially a pony as frail as Fluttershy.

But once the upper door had given way to show Fluttershy’s face…

“Whoa!”

Rainbow took a step back. She had never seen her best friend in this state before.

Fluttershy’s body was all sweaty. Her mane was completely messy, like she had just woken up. Adding to that, her eyelids were almost completely open. She looked very pale; paler than her natural color, actually.

“Oh. Good morning, Rainbow Dash,” said Fluttershy, sounding half-sleepy and half-awake.

“What the hay is the matter with you?” asked Rainbow. “You look like you’ve seen a ghost. Are you feeling okay?”

“Hmm? Oh, I’m sorry.” As she spoke, Fluttershy opened the lower half of the door before locking it to the upper end. “I’ve had a bad dream.”

Not wanting to press further on the subject, Rainbow placed her right foreleg around Fluttershy and said confidently, “Well, that shouldn’t be hard to fix. All you need is a quick treat at Sugarcube Corner. That oughta fix you up on the way to the schoolhouse.”

Rainbow was right. Fluttershy ate a nice chocolate doughnut after getting to Sugarcube Corner and moments later, she felt energized. It helped to get her eyes all wide open and adjust her senses.

She was doing all she could not to let that nightmare get to her. Especially when she was watching Miss Cheerilee’s class playing with little critters a few miles below Winsome Falls. They were all playing with the bunnies, squirrels, chipmunks, raccoons, and other harmless little woodland creatures. Who would want to spoil such a happy day?

Fluttershy and Rainbow were standing next to Cheerilee’s right, with Twilight at her left. Applejack was personally guiding her little sister, Apple Bloom, so as to keep the little filly from getting hurt. Rarity and Pinkie Pie were a bit busy with their separate work in Ponyville today, but everypony didn’t mind. At least Rarity’s little sister, Sweetie Belle, was here to have fun.

“It was nice of you to help me arrange this field trip, Fluttershy,” said Cheerilee. “I couldn’t find out which animals were safe for my class.”

“It was no trouble, Cheerilee,” replied Fluttershy, kindly. “I just wanted to make sure the animals would be happy around kids.”

“You’ll definitely make a good manager for that shelter,” encouraged Rainbow Dash, who winked.

Fluttershy did her best to hide her anxiety. “Oh, I don’t know. I may be a qualified animal caretaker, but I’m not as organized as Twilight.”

“Me?” Twilight was clearly flattered by that compliment, even if she didn’t show it. Being a student of Princess Celestia had really helped get so much work done at the Golden Oak Library. It even provided the solution for the last two Winter Wrap Ups. “I’m just an egghead. Right, Rainbow?” she asked, winking back.

All mares gave a light chuckle before Fluttershy and Rainbow went to join the Apple sisters.

“Ah gotta hand it to ya, Fluttershy,” smiled Applejack. “You sure know how ta let kids and critters have fun together.”

“Fun is more of Pinkie Pie’s expertise,” responded Fluttershy, modestly, “but I try my best. How’s everything?”

“Well, we just spotted a couple of birds makin’ a nest yonder,” Applejack explained, raising her right foreleg to point ahead. “Check it out.”

Fluttershy and Rainbow looked in that direction and, sure enough, they saw a pair of blue jays gathering twigs for their nest in a tree hollow. In fact, those birds were finishing up. After the last twigs were settled, they twittered a lively tune before making settling into their home. The female nudged herself closer to the male and rested her head on his left wing shoulder. In response, her mate nuzzled his head next to hers.

Fluttershy couldn’t help but sigh in adoration as she watched. “Aw… I think they might be in love. What do you think, Rainbow Dash?”

Rainbow moved her eyes from Fluttershy, rubbing her hind legs together in hesitation before responding, “Uh… yeah, I guess you could call it that.”

“Speakin’ of lovebirds, Fluttershy,” began an energized Apple Bloom, “when are ya gonna start goin’ out with Big Mac? Ah’ve been waitin’ fer weeks to hear him ask you out on a…”

Applejack placed a hoof on her sister’s mouth. “Apple Bloom, didn’t Ah tell y’all to keep yer nose outta other ponies’ business?” she muttered in a harsh whisper. She turned to Fluttershy and gave a nervous chuckle. “Sorry ya had ta hear that.”

“No, no, it’s alright,” said Fluttershy, hiding her blushing face behind that long curtain of pink hair that served as her mane. “I’m, um… I…” She didn’t know what else to say.

It was clear that Apple Bloom was not off the mark. For years, Fluttershy had had her sights set on Big Macintosh. A few days after she got her cutie mark, the timid little filly hardly contained the redness of her cheeks when meeting the bright red colt with muscles for the very first time. Rainbow, whom Fluttershy brought along to meet the animals on the ground, let out a stifled giggle. Big Mac brought the two Pegasi to Sweet Apple Acres, where he introduced them to Applejack, Granny Smith, and even a baby Apple Bloom. They were such a kind, strong, and loving family.

Rainbow and Fluttershy’s friendship with Applejack began, all because of Big Mac. Fluttershy would never forget that day: it was like love at first sight. Yet, as the years passed by, she had never gained the courage to confine in anypony on how she felt for the red stallion, not even Applejack or Angel Bunny. Only Rainbow seemed to have guessed from the beginning and would tease her about it, if given the chance.

Nowadays, Fluttershy would only watch Big Mac either passing by her house and in the streets of Ponyville with heavy loads or working at Sweet Apple Acres. Of course, they would occasionally engage in conversation, but nothing on the subject of getting into a relationship. Fluttershy never brought that up; she would always be looking for an excuse to leave before things turned embarrassing.

When she heard from Rarity that the Cutie Mark Crusaders accidentally placed Big Mac and Cheerilee under the spell of a love potion—in actuality, a love poison—last Hearts and Hooves Day, Fluttershy almost cried in despair. Whatever grief had been in her was replaced by relief as Rarity added that the spell was broken and things went back to normal. Fluttershy wanted to know how it felt for the stallion of her dreams. However, something in conscience told her not to pry. Perhaps it was for the best. Big Mac had just gotten out of a romance-induced spell, after all.

At one time, Fluttershy and Rainbow were asked to help Big Mac, Mr. and Mrs. Cake, and Pinkie Pie in transporting that “Marzipan Mascarpone Meringue Madness” cake—“MMMM,” for short—all the way to the Ponyville Express. Each Pegasus had to be tied to a rope, which ended in a side of the cake’s tray. For Big Mac, carrying a cake that size on his back was like torture. Fluttershy was all too willing to help ease his burden: it may have been the only time the two of them had ever worked together side-by-side… so far. It almost went disastrous when Big Mac faltered. Fluttershy, for all her weak frame and flying ability, couldn’t pull the cake up by herself. She was lucky Rainbow Dash helped her straighten the cake back up in time. Rarity, Twilight, and Applejack added their assistance before the cake made it safely into the dessert car.

If only Big Mac knew. If only Fluttershy could just tell him. If only they could be together…

It was at that precise moment of hopelessness when Rainbow brought Fluttershy back to the present.

“Better ask Big Mac out fast, Fluttershy,” she teased. “I just might steal him away myself one day.”

“Oh, really?” asked Applejack, smugly. “Ah coulda sworn y’all had a crush on that feller from the Wonderbolts. What was his name again? Soarin’?” she smirked, pretending to guess as she gave Rainbow a knowing look.

Rainbow’s face went completely red at hearing that very name. “What the…? N-n-no, I don’t!” she stammered in protest. “That’s complete propaganda!”

Snickering, the Apple sisters ran off, singing a little tune along the way: ♪Soarin’ and Dashie sittin’ in a tree…♫

Rainbow growled and gave chase on all four hooves. “I’ll send you two up a tree, if you don’t knock it off!”

Left all alone, Fluttershy relaxed somewhat. While she appreciated the way Applejack changed the subject on Big Mac to save her from further embarrassment, she wished that she could somehow tell the Element of Honesty how much she cared for her big brother. Aside from that, she could only giggle quietly at Rainbow’s predicament. The best flyer of all Equestria was far too proud to admit that she had a very special somepony… and a very important one at that, given the Wonderbolts’ reputation.

Just then, Fluttershy could hear a couple of girls’ voices coming to her left.

She turned her head to see Diamond Tiara and Silver Spoon about five yards from her. They were watching Scootaloo make an attempt to chase a pesky woodpecker up a tree. Despite being a Pegasus filly, Scootaloo was having a little trouble. She couldn’t quite maintain her flight level for more than a few seconds, her recent improvements notwithstanding. Being taken under Rainbow’s wing didn’t mean she would be given lessons anytime soon.

Fluttershy’s heart felt like breaking. Scootaloo reminded her of herself when she was a filly. A very weak flyer.

As a result, poor Scootaloo kept falling down back to earth whenever she was centimeters from the woodpecker, but wasn’t going to give up. For every fall, she was rewarded by a series of pecks. For every peck, Diamond Tiara and Silver Spoon laughed at her.

“Persistent little filly, isn’t she?” mused Silver Spoon, chortling.

“Yeah,” agreed Diamond Tiara. “Persistent and pathetic. But I’ve heard worse.”

“What do you mean?”

Diamond Tiara grinned. “Last week, my cousin from Cloudsdale told me of a filly he knows at flight camp. Exactly like Scoot-a-loser here, but a lot clumsier.”

Silver Spoon edged closer, clearly intrigued. “How’s that?”

“The way I heard it, she’s as skinny as a string bean,” Diamond Tiara chuckled, malevolently. “Not a lotta muscle. And what’s more is that she’s so weak, she can hardly keep herself from tripping on a cloud ring! And before she even knows it,” she added, raising her forelegs to stand upright. She gave a mock scream of fright and belly-flopped on the grass a split second after yelling, “Ker-SPLAT!!!”

Both girls burst out laughing.

Fluttershy was puzzled. Did she hear them right? Were they talking about… her?

No, that was a long time ago. These girls were babies back then. They couldn’t have known about it. It sounded absolutely ridiculous. And yet…

Suddenly, Fluttershy’s body shuddered, but not from fear. An old feeling started taking hold of her mind. As much as she tried to suppress it, she couldn’t. It was eating at her consciousness like a leech. Then, she witnessed the whole forest turning red, even the sky, the clouds, and the flowers. It was like she was in a different dimension.

Within moments, there stood Diamond Tiara and Silver Spoon in their current position, still in their natural color. Still snickering. But not at Scootaloo.

They were eying Fluttershy as they laughed.

Anger slowly filled the heart of the yellow Pegasus as she trembled and watched. Those girls were now mocking her. Her!

Letting out a scream that didn’t sound like hers, Fluttershy charged at her would-be victims.

Rainbow’s chase of Applejack and Apple Bloom stopped abruptly when she heard the scream. It sounded raspy. Almost like a vulture. It was enough to make the birds scurry from the trees.

A split second later, Rainbow turned her head around and saw a flash of yellow and pink making its way toward Diamond Tiara and Silver Spoon. It crashed right into Diamond Tiara, knocking the silver miniature crown off her head. She uttered a pretty startled cry in response to the impact. Silver Spoon could only follow the movement with her eyes, her face an expression of shock.

Only when the streak holding lost momentum and rose for the sky did Rainbow recognize what it was… or rather, who it was.

“Fluttershy?”

The yellow Pegasus held Diamond Tiara in her forelegs, as if the filly was weightless. She gave off a look of distorted rage, showing her gnashed teeth. Her wings were flapping stronger than they had ever done.

“Weak, am I?!?” she shouted angrily, locking pupils with her hostage. “I’ll show you who’s the weakling here, you little rich brat!”

Rainbow gasped. Fluttershy’s voice had completely changed. There was no doubt that she made that screeching noise. She sounded a lot older.

And that attitude of hers—that anger. Why did it look so familiar to Rainbow?

“Help!” cried Diamond Tiara, clearly scared out of her wits. “Somepony help me! She’s crazy!”

Suddenly, Fluttershy instantly went calm. She closed her eyelids only halfway. She formed a small smile. One could almost mistake it as something copied from Rarity, except it didn’t look very innocent. Rainbow was sure of that.

“What do you say,” inquired Fluttershy, her voice now sultry and her grin widened, “we go for a little ride?”

Before Diamond Tiara could object, Fluttershy plunged downward at such tremendous speed. The earth filly screamed like a siren, while the uncharacteristically overactive Pegasus gave off a fiendish cackle. They were nearing ground the river before Fluttershy turned right, the wind rushing through her mane. The water transcended into a wave at her bidding.

As every second passed, Rainbow felt her anxiety increasing. It didn’t make sense. Everypony knew that she wasn’t the strongest flyer. Sure, she may have passed her limit while helping to transferring water to Cloudsdale via tornado, but this was something else. Nopony would ever be able to believe it, even if they were watching her.

She was going just as fast as Rainbow. She looked as confident as Rainbow. She acted as brashly as Rainbow. She even had that reckless streak Rainbow was always known for.

The Pegasus with the multicolor mane wanted to be proud of Fluttershy, but all she could feel was dread for her best friend’s reversed behavior. Something was wrong. If only she could remember what.

“Let me go!” pleaded Diamond Tiara, still caught in the grasp of Fluttershy’s dangerous flight. “Put me down! I can’t take it anymore!”

Fluttershy snickered before replying, “If you insist.” And without decreasing her speed, she turned right to hover over the ground and let go of Diamond Tiara.

“I’ve got you, D.T.!” Silver Spoon, without a moment’s hesitation, ran up and jumped to catch her screaming friend’s fall. It worked. Diamond Tiara landed on Silver Spoon’s back and the fillies’ combined weight caused them to crash on the ground.

“Thanks, Silver Spoon,” groaned Diamond Tiara, looking completely dizzy from the impact.

“Applejack… did Fluttershy… just... do what Ah thought Ah saw?”

Rainbow looked behind her to find Apple Bloom and Applejack just as stunned as she was. She realized now that everypony was watching at every corner of the immediate area, even Twilight, Cheerilee, Scootaloo, and Sweetie Belle. Fluttershy’s angry screech must have caught their attention.

“Ah… Ah don’t know what to say, A.B.,” Applejack finally answered.

As Rainbow returned her gaze to the scene, she noticed Fluttershy descending slowly from the sky. The yellow pony landed within a few yards distance of Diamond Tiara and Silver Spoon, folded her wings to her sides, and advanced towards the confused and terrified fillies. She was still smiling. But that wasn’t the creepiest thing about her suddenly changed attitude.

Those blue teal eyes Fluttershy had were still normal, except there was a lack of compassion in them. No kindness. It had been replaced by…

Staring at this most awful sight, Rainbow suddenly remembered. The last time she saw this in Fluttershy was at… flying camp.

“No,” she whispered, her voice only quiet enough that only she could hear. “It… it can’t be.”

“C’mon, Rainbow Dash!” called out Applejack, her legs already running. “We gotta do sometin’! Quick!”

Still a bit scared, Rainbow followed her friend alongside. She just hoped that they would be able to stop Fluttershy from doing something she would deeply regret.

“It can’t be…”

Fluttershy was enjoying this. These snobby little weasels had been put just in the position she wanted them. If they had been a little more respectful, they wouldn’t be in this mess. But knowing their kind, she highly doubted it.

Now, she would make them pay.

Dazed, Diamond Tiara shook her head and slid off Silver Spoon to let her move. By the time they looked and saw Fluttershy, she was standing right in front of them. They gasped and clung to each other, shaking like leaves.

“Do you girls know what happens to spoiled little rich kids who don’t behave?” asked Fluttershy, her devious smile widening. “They get a much worse punishment than the kind Miss Cheerilee normally would give. And it requires beating sense into them.” She held out her right foreleg for emphasis. “Literally…”

“N-n-n-n-no, please!” begged Silver Spoon, her eyes watering up. “Don’t hurt us, Fluttershy! We’re just kids!”

“What we said,” added Diamond Tiara, “it wasn’t about you! Honest!”

Fluttershy was in no mood to listen. “Aw, don’t worry, Diamond Tiara,” she said in a mock sympathetic voice. “I’m sure your dad will be able to pay for your hospital bills. He’s more than rich enough, after all…” She chuckled as she rose on her stirrups and prepared both of her forelegs for the final blow.

“No!” cried Diamond Tiara, drawing her equally scared friend closer. “Y-y-y-you can’t!”

“Actually, I can, sweetie… and I will.”

“HEEELLP!!!” hollered Silver Spoon, voice cracking. “SOMEPONY! ANYPONY! HELP US!!!”

Seeing them beg filled Fluttershy with more dark pleasure than she had in years. “Let’s start with the bones that break the easiest, shall we?”

But before she could slam her front hooves onto these sniveling, pampered weaklings, she felt somepony else’s legs take her by the sides in a strong grip and spin her around to face the other way.

Ecstasy was replaced by outrage. Fluttershy gritted her teeth. Who would dare interrupt her moment of triumph? Interfering in her business would cost this pony dearly. And she mentally guaranteed it. Such insolence could not go unpunished.

“Fluttershy!” shouted Applejack, holding onto the Pegasus’ right foreleg. “Get a hold of yerself, girl!”

Almost instantly, all the dark thoughts in Fluttershy’s head vanished. Her muscles relaxed. Her body was caked with sweat. The red environment returned to normal color. Every moment of rage had been washed away by bewilderment.

"Applejack?” she gasped, her voice back to its quiet, sweet pitch. “What? I… I…”

She looked to find foals and little animals staring at her from all angles, dumbstruck. Their jaws were ajar. Eye pupils shrank. Twilight and Cheerilee were on her immediate left, their faces filled with worry.

Nopony made a sound. All except for Diamond Tiara and Silver Spoon, who were weeping and waiting for a horrible fate.

Then, Fluttershy saw Rainbow’s face, which was evidently filled with the most genuine concern. Seconds later, the blue Pegasus breathed a sigh of relief. She mopped her brow.

“What… what happened?” Fluttershy inquired, feeling Applejack release her leg.

Twilight blinked at the question. Her eyebrows formed an incomplete V. “What. Happened?” she repeated, her voice turning harsh. “What do you mean, ‘what happened?!?’ You were terrifying two helpless kids in the middle of a field trip!”

Fluttershy cringed. She turned her head away. She shut her eyes tight. She wished she could tell Twilight just how right she was.

“Twilight,” started Cheerilee, “calm down. She didn’t mean…”

“On top of that,” Twilight continued to yell, ignoring Cheerilee’s gentle advice, “you intended to send them to the hospital! And now, you’re saying you don’t remember?!? What the hay is wrong with you, Fluttershy?!? Diamond Tiara and Silver Spoon didn’t know any better! You promised Princess Celestia you wouldn’t over-assert yourself again! You promised!”

All those statements, as cutting as they were, really brought Fluttershy down. She couldn’t bring herself to hear anymore of this. Her heart was shattering. The shame was overwhelming.

Tears welled up in her eyes. She began to cry.

“Twilight, stop it!” Fluttershy opened her eyes to see Rainbow stand between her and Twilight. “Just leave her alone! Can’t you see how you’re making things worse for her?”

A few seconds had passed before Twilight looked at Fluttershy and calmed down. “Fluttershy,” she began to say, softly, “I’m sorry. I got carried away and…”

Fluttershy turned away again, unwilling to meet Twilight’s remorseful eyes. If anypony was truly sorry, it was herself.

“You diseased maniac!” yelled Diamond Tiara, all the panic inside completely gone. She hardly noticed Silver Spoon’s biting on her tail to hold her back. “When my dad hears about this, he’s gonna have you in jail… or, the madhouse!”

“Um, I don’t think either jail or madhouses will be necessary, Diamond Tiara,” said Cheerliee, betraying an awkward smile.

Fluttershy was not altogether surprised by the thought of being locked up. She had once slipped Princess Celestia’s pet phoenix, Philomena, away to help her get better. Yes, she didn’t ask the Princess’ permission, but anypony could hardly call that a crime. She was lucky that Celestia proved to be understanding.

What she had down today, however, proved to be a very genuine crime. There were plenty of witnesses and two would-be-victims. This would go all over the media. Her plans for the new animal shelter may be ruined, as a result

Worst off, if Big Mac saw this…

“Come on, sis,” said Rainbow in a quiet, understanding tone. “I’ll take you home.”

Gradually, the two Pegasi used their wings to get off the ground and left the forest.

“Uh, alright, class,” called Cheerilee, “I think this field trip is over! Let’s get you all home!”

All of the fillies and colts obeyed immediately, following their teacher’s lead. After seeing everything, it was best not to stay here a moment longer than they had to. Some were speaking anxiously in groups. Others remained respectively silent for Diamond Tiara and Silver Spoon.

The Cutie Mark Crusaders—Scootaloo, Apple Bloom, and Sweetie Belle—walked close together at the rear of the class.

“Ah cain’t believe it!” exclaimed Apple Bloom. “Fluttershy went plumb loco! And did y’all see how fast she was?”

“Yeah, I did,” affirmed Sweetie Belle. “Diamond Tiara and Silver Spoon may be mean, but they didn’t deserve to be treated like that.”

“I wouldn’t wish that on my worst enemy,” said Scootaloo.

“Me neither,” replied the other two fillies simultaneously.

“Why would Fluttershy try to hurt them?” Sweetie Belle asked, after a moment’s pause. “She’s one of the nicest ponies we know.”

Apple Bloom considered. “Maybe they just… pushed the right button.”

Scootaloo and Sweetie Belle exchanged glances at Apple Bloom’s theory for a second. Then, they shook their heads in bafflement.

“That’s one button I’ve never heard of before,” Scootaloo muttered.

Author's Note

Well, guys, here's the first chapter!

I thought it would be appropriate to show the extent of Fluttershy's animal caretaker career, hence taking fillies on a field trip.

I've been quite a big supporter of FlutterMac for months now. I've even listed that reference from "MMMystery on the Friendship Express" to back this up. There's even Fluttershy's opinion on the events of "Hearts and Hooves Day."

Also, Dashie has that kind of Bruce Wayne-like personality when teasing Fluttershy about her feelings for Big Macintosh. Now, it's time she was being teased back on the subject of Soarin'. Ingenious way to add in SoarinDash, huh?

I thought I'd make an interesting point in comparing Fluttershy to Scootaloo. Watch "The Cutie Mark Chronicles" and "Sleepless in Ponyville" for details.

For Diamond Tiara's mock scream and "ker-SPLAT!" be sure to catch the ref from Iago in Disney's "Aladdin."

Mistaking somepony mentioned in a story for yourself can get you into trouble, as in the case of Fluttershy attacking Diamond Tiara and Silver Spoon. At least Applejack steps in and saves the day in the style of Commissioner Jim Gordon.

I figured that, perhaps, Dashie should be the only one to see what was truly wrong with her "little sister." After all, they've been friends since foalhood.

For Twilight's uncharacteristic outburst, it seemed only genuine, given what happened with Fluttershy in "Putting Your Hoof Down."

Uh oh. Diamond Tiara wants to see Fluttershy behind bars. As if sneaking Philomena away to help her get better wasn't bad enough, as seen in "A Bird in the Hoof."

Finally, there's the sympathy for Diamond Tiara and Silver Spoon from the Cutie Mark Crusaders. Love to show how they at least care about those jerks.

Chapter 2: Secrets and Worries

Fluttershy would not stop weeping on the way to her cottage. She just kept it up as she approached the front door and ran right in. She didn’t even cease while throwing herself on the couch.
Rainbow hated to see her foalhood friend suffer like this. However, she had not always been there to comfort her; being a weather pony and training at the Wonderbolts Academy would get in the way. Other times, when she was free, she would either criticize Fluttershy for being such a meek pony or just give her time to bring herself back up. She couldn’t let her public image get tarnished by some mushy, sentimental stuff.
Right now, Rainbow saw that Fluttershy needed her more than ever. She sat opposite her friend on the coach before scooting next to her.
“Easy, Fluttershy,” she whispered, wrapping her forelegs around the trembling yellow pony’s back in a tender embrace. “It’s alright. I’m right here.”
“Oh, Rainbow,” whimpered Fluttershy. “I’m so sorry. I wish I’d told you sooner, but I was so terrified.”
“Calm down, girl.” Rainbow eased Fluttershy to sit up straight. “How long has this been happening? I thought we got rid of her.”
Fluttershy broke off from the embrace and took a deep breath before answering, “She’s hardly been making any appearances after flying camp. I didn’t let her affect my school grades, so I guess it wasn’t so bad. When Discord touched me with his corruption charm, that monster had enough time to find and plant a hoofhold in my head. I thought I could push her out with Iron Will’s advice on assertiveness, but I saw that was just becoming just as bad as she is. I was able to stop her from hurting Flitter and Cloud Chaser at the tornado event, but I don’t know how much longer I can last.”
Rainbow gulped inwardly. “You mean she’s coming out more often? That is so not cool.” Then, a thought struck her. A memory played back in her mind. The question she was forming sounded stupid, but she asked anyway. “What about that incident at the Grand Galloping Gala? Did she show up there, too?”
Fluttershy didn’t answer right away. She had to gain some measure of control in her trembling. “Yes. But I did what I could to keep her from causing any serious damage.”
That revelation really put a twinge of guilt into Rainbow’s heart. How could she be so blind? Why didn’t recognize that problem earlier?
Snap out of it, Rainbow Dash, said a voice inside her head. This is no time for crying over the past.
Fluttershy looked away from Rainbow, giving out a shaky sigh. “What am I going to do?” she asked, choking on a few sobs. “If anypony finds out what’s happening to me…”
Rainbow considered. So far, apart from Fluttershy’s psychiatrist, she was the only pony who knew about the poor meek mare’s problems. She hoped to keep it that way.
She also knew that Fluttershy was too scared to show this with their other friends. Twilight would probably report her to Princess Celestia for intensive psychiatric treatment mixed with magic; Rainbow had no idea whether Fluttershy’s mind was strong enough to endure that kind of power or not. Pinkie might slip it out in public. Applejack couldn’t bring herself to lie when asked after that first run with Discord; she was way too honest for that now. And Rarity… well, Rainbow wasn’t sure, but the drama queen would most likely panic at the last minute and call the police, blowing things out of proportion as usual.
The worst case scenario was that all four might view Fluttershy as a menace and leaver her high and dry. Rainbow highly doubted it, but she couldn’t take that risk. There was no telling how everypony would react.
Fluttershy had always looked to Rainbow as a kind of big sister who would always protect her. Rainbow, in return, viewed her best friend as the little sister she always wanted, despite being slightly a few months apart. Scootaloo may have looked to her as a big sister, but the kid wasn’t the type of filly who tended to be nervous all the time.
“Hey, don’t worry,” assured Rainbow with her trademark smile. “If there’s one thing I know, it’s how to keep a secret.” She winked.
Fluttershy wiped away her tears, looking a bit hopeful. “You… you promise?”
“I promise.”
“Pinkie promise?”
Rainbow stared at Fluttershy for a second. “What?” She shook her head indignantly. “No. Way. Isn’t a simple promise enough?”
Fluttershy’s ears dropped flat on her head. Her eyes went huge in sadness. She was threatening to whimper again.
Instantly regretting her refusal, Rainbow sighed. All she had to do was cross her heart, mimic the act of flapping her actual wings, and pretend to run a certain pastry into her eye—guaranteed that the lid be closed before the last part. Pinkie Pie had done this kind of thing thousands of times before; she and Applejack had never placed a hoof on her eye by accident while doing it. Twilight only did that once last year, so Fluttershy had said.
Rainbow gave a quick look at the front windows. So far, the coast was clear. Here was hoping that nopony would see, hear, or talk about her doing this.
“Cross my heart and hope to fly, stick a cupcake in my eye,” Rainbow mumbled under her breath, going over all of the movements.
Fluttershy raised an eyebrow. “I’m sorry? I didn’t quite catch that.”
Rainbow growled in frustration. “Cross my heart and hope to fly, stick a cupcake in my eye!” she rushed, her voice rising to the point of cracking. “There. I said it. Are you happy now?”
At that moment, Fluttershy’s face lit up. “More than you know,” she beamed, pulling Rainbow into a hug. “Thanks, Rainbow Dash. I knew I could always count on you.”
Rainbow smiled warmly. “Hey. What are sisters for?”

Applejack walked alongside with Apple Bloom as soon as every foal in Cheerilee’s class split up for home. Neither of the sisters said a word on the way to Sweet Apple Acres. They would only exchange worrying glances every two minutes or less.
Poor Apple Bloom was probably too shocked to talk to Applejack about what happened earlier today. Applejack didn’t blame her; no filly should witness something that horrifying. Nightmare Moon, that cockatrice, and last year’s Cutie Pox incident were scary enough for her. It was unlikely that the Cutie Mark Crusaders would be gathering for another of their shenanigan searches for their special talents anytime soon this week.
Once they entered the plantation house, Applejack broke the silence as she called out, “Granny Smith! Big Macintosh! Wer home!”
“Hmm? Eh? Wha…?” Granny Smith snapped out of her usual daytime slumber on her favorite armchair and gazed at her two granddaughters. “Oh! Well, howdy, girls!” she greeted, waving her right foreleg. “Yer home early. How’d the trip go fer ya? Did them critters give you a good playin’ time?”
The two sisters looked at each other for a long moment, nervously.
“Uh… everythin’ went great, Granny!” Apple Bloom responded at last, forcing a smile. Applejack followed her lead.
“Well, darn tootin’!” exclaimed Granny Smith. “That Fluttershy darlin’ sure has a way with animals! We could use her help on the farm every now and then with the pigs, the cows, the chickens, the rooster, the sheep…”
“I think we get the picture,” cut in Applejack, motioning Apple Bloom upstairs. “Let’s go, A.B.”
They were going up so fast that they nearly bumped into Big Mac, who was just on his way day.
“Whoops!” amended Applejack, chuckling sheepishly. “Sorry, Big Mac. Didn’t see ya there.”
“Nah, that’s alright,” said the big red stallion. “Just glad ta see y’all back in time ta help me with the apple buckin’.”
“Be ‘long in a minute, big brother. No worries.”
Big Mac went down the stairs and was about to exit the house for his usual chores when he stopped and looked back to the girls. “How did Miss Fluttershy do on the field trip today? Ah’d like ta chat with her on that animal project of hers sometime. Worthy cause…”
Applejack hesitated. She looked at Apple Bloom for a second before replying to Big Mac, “Ah’ll explain when we start workin’, alright?”
Both sisters didn’t stay to hear Big Mac’s reply. They just walked straight for Apple Bloom’s room.
As they reached the door, the little filly inquired in a hushed tone, “Have y’all ever seen Fluttershy act like that before?”
Applejack looked back down memory lane before escorting Apple Bloom into the room. “Well, there was that time in the Grand Gallopin’ Gala. And Ah heard from Rarity and Pinkie Pie about her taking some assertiveness trainin’ too far. But none of those days were as bad as this.”
“Are Diamond Tiara and Silver Spoon gonna be okay?” asked Apple Bloom, as Applejack shut the door behind them.
That question put Applejack in a state of utter disbelief. From what she had seen, Apple Bloom and her fellow Cutie Mark Crusaders never got along with those spoiled brats they shared classes with. They were always at each other’s throats. So far, the CMC were doing their best to move on.
To hear Apple Bloom say she actually cared about the well being of her arch rivals was both startling and comforting. It showed good character.
Applejack placed a hoof under her little sister’s chin. “Don’t you worry none, lil’ sis,” she smiled. “Ah reckon they’ll be fine.”
“But Filthy Rich’ll get ready to sue Fluttershy when he finds out.”
A chill ran down Applejack’s spine. Everypony knew that Diamond Tiara’s father, Filthy Rich, was the richest pony in Ponyville. Normally, he wasn’t one to hold grudges, but he had so much money, he could probably hire one of Equestria’s best lawyers.
“Well, Ah certainly hope not,” she managed to say. It was the best truth she could come up with. She didn’t want to make promises she couldn’t keep without knowing whether or not there would be a trouble.
“What about Big Mac? Any chance of him bein’ Fluttershy’s special somepony might now be…”
“Apple Bloom,” scolded Applejack, “Ah thought we agreed not to bring that up again.”
“Ah know, A.J.,” the filly sighed heavily, hopping onto her bed. “Ah’m just… worried fer both of them. That’s all.”
Applejack sat down next to her little sister and pulled her into a gentle hug. “So am Ah, A.B.,” she answered sadly. “So am Ah…”

Twilight entered the Golden Oak Library, her thoughts filled with anxiety.
“Hey, Twilight!” greeted Spike, who stood at attention to the violet-coated unicorn. “How’d it go? The field trip, I mean.”
“I’ll explain when you write down the letter, Spike.”
The baby dragon looked perplexed. “You want send a letter to the Princess about a simple field trip? Is this another friendship lesson?”
“Not exactly, but it’s important that she reads this ASAP.”
Spike didn’t need to be told on what that abbreviation meant. He just rushed over to Twilight’s desk, sat down, and got out her quill in his right claw, a piece of paper his left. The ink bottle was there, in case the quill ran out.
After a few moments’ pause, Twilight started dictating as she paced the floor.
“Princess Celestia: Something terrible has happened this morning. I thought it best that you heard about it from me before the papers spread all the way to Canterlot.
“One minute, Fluttershy was acting peacefully while accompanying Miss Cheerilee’s class on a field trip. I don’t know how to explain it, but when she thought she heard a filly insulting her—you’ve heard of Diamond Tiara and her father, right?—something inside her must have snapped. She started attacking Diamond Tiara and her friend…”
“Wait, wait… hold on a second!” interrupted Spike. “Did you just say that Fluttershy attacked Diamond Tiara? That rich filly?”
“Yes,” replied Twilight, stopping to glance at her No. 1 assistant. “I saw the whole thing.”
“But that’s not like her.”
“I know.” Twilight resumed her pacing. “Now, the letter…?”
Spike readied the quill for another word.
“I never saw so much anger and… cruelty in her before. It was much worse than when she was changed by Discord. And her voice sounded like somepony else’s. If Applejack hadn’t stopped her in time, the girls would’ve been seriously hurt. Then, Fluttershy somehow went back to her old self. She looked confused. It was as if she didn’t remember what she did.
“I was so disturbed by her behavior, that I wanted an explanation from her. So I…” Twilight paused, taking a deep breath to deal with the guilt. She knew she had to confess to her mentor, one way or another. There was no point in hiding the crime. “I… yelled at her.”
“You did what?!?” Spike stopped writing. He looked at Twilight, his face showing a mixture of alarm and disdain. “How could you… do that? You’re best friends!”
“Spike, please,” Twilight begged, her voice softening in sadness. “I’m explaining everything that I can; to you and the Princess.”
“Well, alright,” muttered Spike, his mood lightened somewhat. He got back to the paper.
“It was wrong of me, I see that now,” Twilight went on. “But watching Fluttershy assault two foals in broad daylight was too hard to ignore. I mean, it was inexcusable. When I should’ve helped her out there and tried to understand, I let my outrage get the better of me. I didn’t mean to make her… cry.”
She stopped for a moment to prevent any weeping she would be making herself. It took a lot of effort. The weight of her burden was unbearable.
“Rainbow Dash is looking after Fluttershy right now and Diamond Tiara is undoubtedly reporting today’s incident to her father. I’m not asking you to waste your time and speak on Fluttershy’s behalf, Princess, if it ever comes to a trial. I just hope Filthy Rich will listen to reason. There are witnesses who can prove that Fluttershy wasn’t in her right mind, including Applejack, Rainbow Dash, Cheerilee, and me.
“Meanwhile, to make up for my mistake, I have decided to look in the library for answers that might shed light on Fluttershy’s situation. She’s campaigning so hard to have a new animal shelter built here in Ponyville. It means so much to her and I won’t let imprisonment stop her work. Leave everything to me. I will do everything in my power to help one of my best friends in her hour of need.
“Your faithful student: Twilight Sparkle.”
After hearing Twilight finish, Spike scrolled up the letter and wrapped it with a small red ribbon, which included a gold button bearing the letter “C” for “Celestia.” He breathed magical green fire from his mouth onto the scroll before blowing its ashes into thin air. The message would arrive at Canterlot Castle in a matter of seconds.
Twilight was already searching through the psychology section of the library. At first, she planned to look in every single book she could find, even if it meant spending the whole night without sleep, but thought better of it. Everypony needed rest.
“Um, Twilight?” asked Spike, worriedly. “I don’t get it. What’s wrong with Fluttershy? Is she like… going crazy?”
Hearing the last word, the unicorn brought her reading to an abrupt halt and turned to her dragon friend. She wanted to tell him the truth, but doing so would just make him even more apprehensive. He wasn’t old enough to understand, at any case.
“There’s only one way to find out, Spike,” Twilight managed to say before ongoing her investigation.

Author's Note

You never thought to see this hidden enemy of Fluttershy's to make an appearance at "The Best Night Ever" "The Return of Harmony Parts 1 and 2," did you?
I've always thought of Fluttershy and Dashie being as close as sisters.
Can you imagine Dashie doing a Pinkie promise? LOL
While Apple Bloom's grudge against Diamond Tiara and Silver Spoon may be lessening, I doubt she'd ever let go of the thought of Big Mac and Fluttershy being together.
There, Twilight. Does letting out make you feel better?
Spike would be better off not knowing what's going on. Right?