Falling Leaves

by GuyGalProductions

Rating: teen
Tags: Slice of Life, Original Character, My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Fluttershy
Length: 7109

Autumn is in full swing and that means one thing: the Running of the Leaves is nigh! And everypony knows that Rainbow Dash and Applejack treat it as a friendly competition... but why is it that this fact seems to have Fluttershy out of sorts?

It's that time of year again! The leaves on the trees are turning all sorts of warm wonderful colors and soon the ponies of Ponyville will take up their positions for the annuel Running of the Leaves. The competition has grown into quite the friendly competition between two ponies in particular: Rainbow Dash and Applejack. Yet for some reason this competiton seems to have had an odd effect on Fluttershy, who seems to have been rather down as of late.

Join Rainbow Dash as she attempts to cheer up her friend and get to the bottom of what's eating at the gentle yellow pegasus.

Published 2013-10-16 06:20:03 UTC
Last updated 2013-10-16 06:20:03 UTC

Falling Leaves

Falling Leaves

One week. One week until Ponyville would be holding the Running of the Leaves. Fluttershy knew this all too well, but wasn’t sure whether or not she should look forward to it or dread it. On the one hoof, she loved being able to just stroll the foliage of Whitetail Woods, taking in the fresh scents of autumn and just enjoy it.

However, at the same time, it was a sore reminder of what she wouldn’t be able to do. Even if it was silly, since she could do it any other time she wanted. Not in the same way, but still could. Nonetheless, it disappointed Fluttershy on some level, which she wanted to just sweep away. Why did it even matter?

Sadly, she knew.

Jealousy.

The moment the Mayor made the announcement about the upcoming annual event of the Running of the Leaves, Fluttershy knew what would happen. Rainbow Dash would eagerly turn to Applejack, whispering eagerly to her and looking excited. As happy as she was for her best friend, it didn’t quell the stinging rejection in her heart.

‘Why... doesn’t Rainbow want to do Running of the Leaves with me? Is it... too much to ask?’

Before she could wallow in her misery further, her best friend came strolling over to her.

“Hey, there Flutters,” called the rainbow-maned mare as she trotted up to her friend’s side, “Can you believe it’s almost time for the Running of the Leaves? Seems like I was busting grey clouds with the weather only a week ago and now summer’s already on the outs.”

A half smile came to Fluttershy’s lips, “Yes... I suppose so. Time does fly.”

“Time ain’t got nothin’ on me though,” Rainbow stretched her wings out proudly, “Even without these babies, I’m gonna knock down every last leaf!”

“I don’t doubt you will,” Fluttershy murmured, not looking at her.

"Hey, is there something eating at you?" Rainbow placed a friendly hoof on the shoulder of her longtime friend. It was hard to tell, Fluttershy being naturally avoidant of anypony's gaze, but years by her side had allowed Rainbow to see into the subtleties of her friend's expression. 'And ponies say I'm not observant,' Rainbow thought smugly to herself.

“N-No, I’m fine...” The creamy yellow pegasus responded.

Rainbow pouted, feeling a bit unsure of her conclusion now. After all, when had Fluttershy had a problem that she couldn't come to her with?

"Well...if you're sure..." Rainbow said, her voice a bit uneasy, "...you know you can come to me with anything right? I mean, I told you about that whole thing where I stole Rarity's fancy-schmancy shampoo and used it all up before I could give it back."

Giggling a bit, Fluttershy nodded, “Yes... You’re right. I-I know, but I’m fine. I guess I’m just a bit tired.”

“Well then, try to take nap okay? Consider it as advice from the nap-taking champ, you always feel better after a good nap,” Rainbow gave her a little smile, at least she had made her giggle. Worst case scenario, she would hopefully be cheered up a bit.

Nodding again, Fluttershy started to walk as the crowd dispersed. Seeing that Rainbow was walking along with her, she smiled ever slightly.

“So... Um, I suppose you and Applejack must be looking forward to your little...tradition, together...”

“Oh hay yeah!” Rainbow said, pumping a hoof in the air, “She is going down this year, I’m gonna blow past her so fast it’ll make that little hat of her’s spin!”

“I see,” said the timid pony, trying all she could to mask the envy in her tone.

‘What is wrong with me? Applejack is my friend. She and Rainbow have been doing this ever since... Ever since they grew closer during that race. It’s their thing. What right do I have to try to take that away from her? From Applejack? Why can’t I just sit back and be happy? Why can’t I just let them have fun?! Fluttershy... you are a horrible pony. Letting your jealousy get in the way. How dare you!’

“So what’re you gonna do this year?” Rainbow asked, innocently, “I mean you’re practically a ghost every year during the race. You and Rarity do a spa thing or what?”

‘She doesn’t even know I participate... Doesn’t even SEE me...’

“No. I was planning to just walk during the race,” Fluttershy said, her gaze and tone sourced.

“Huh...Really?” Rainbow gave her a bit of a skeptical look, “Is this your first year?”

‘No, don’t get upset... She didn’t know... But that still hurts that she didn’t even notice you!’

Fluttershy sighed, “No, it’s not. I’ve been participating since we came to Ponyville.”

“What? No... Really?” Rainbow thought at first she had been joking... really ever since they came to Ponyville? That would have been years...and years, and years. “Uh, well guess I’m always so far in front I don’t see you...”

‘Of course you don’t. You’re obsessed with winning and don’t even take the time to ask me about it.’

“Well, now you know,” Fluttershy said bitterly, staring at the ground.

“Geez... I’m sorry ‘shy,” Rainbow said looking away from her friend. “Guess I really do suck at noticing stuff.”

Sighing, Fluttershy shook her head, “Forget about it.”

“Ugh, I really am sorry,” Rainbow said, feeling like a stupendous moron for never having noticed her friend, “I just never thought it was your scene... hey, how about I buy you lunch or something?”

‘No.... don’t butter me up! You’re going to make me fall even more in love with you!’

It didn’t help that Fluttershy’s resolved weakened when she blushed, “Sure...”

“Thanks ‘shy,” Rainbow said, a grin growing on her lips, “I was starting to feel like a complete ass, least this way I can make it up to you, huh?”

“It’s... not a big deal, but thank you,” Fluttershy couldn’t stop the smile forming.

“It is to me, wow, some friend I am,” Rainbow sighed, “Seriously? Every year? Wow... and I was surprised when you took on the dragon.” She chuckled a bit at the memory. Ponyville’s timidest pony giving a full grown dragon the what’s what. Seriously who could have called that? She shook her head and whispered to herself, “What other surprises do you have for me, Flutters?”

‘Well, at least she’s trying.... Even if she’s still not willing to do it with me. But why? Why should she? It’s her and Applejack’s thing!’

“Thank you...” Fluttershy managed to smile a bit more.

“Alright! Well, it’s my bit, so it’s my choice yeah?” Rainbow said looking up and down the street for a suitable choice of eatery. “How about the Hay-Stack? Nothing beat a diner right?”

Fluttershy nodded in approval, “Sure, Rainbow. That’d be nice, I like it there.”

Rainbow grinned, her mouthwatering, quickly becoming excited at the prospect of a good oat-burger. “Sweet.” Rainbow picked up her pace, heading right for the diner at a healthy clip, “C’mon Flutters, keep up.”

Sighing, not even bothering to touch it, the creamy yellow pegasus just followed after her a bit faster. They entered the diner, which was moderately filled, considering that it was lunch hour by now.

“Table for two,” Rainbow said, smirking at the hostess who quickly checked her seating chart, as Rainbow added, “And a booth if ya got it.”

The Host gave them a professionally polite smile and showed them to a booth near the back of the diner. Each mare slid into their respective side of the booth.

“Love this place!” She said excitedly, tapping her hooves on the table, “Their hay fries? Omigosh! I could gorge on a big plate of those things and die happy, ya know?”

“I-I know, they are delicious,” Fluttershy agreed with a nod, “We’ll have to be sure to get some to share.”

“Share?” Rainbow gave her trademark cocky smirk, “I could kill a whole plate by my lonesome, but if you wanna share we can always order a second.”

‘Why am I wasting my time? She doesn’t care.... Not about romance or me in that way. Why.... Why do I bother?’

Fluttershy shrugged, slumping over the table and reading over the menu to busy herself. “Mm-hm...”

“Wow, you really are mopey today, I thought I imagining it,” Rainbow said with a bit of a pout, “C’mon Flutters, cheer up. Best hay fries in town! If that can’t make ya smile I don’t know what to do.” Rainbow mumbled a bit to herself, “...maybe I should find Pinkie... she can make anypony smile.”

“I’m fine, really,” Fluttershy said, not looking up from the menu, “Let’s just.... Have some lunch and we’ll enjoy it together.”

‘Just like we always do... I never had a problem back then... But why now? Why? I know I want us to be more than friends, but that doesn’t mean we can’t still have fun. Wow... I’m really not making this easy for her, or me. I’m ruining what could be fun... And she’s just trying to cheer me up... It’s not her fault. I’m just a little coward... What right do I have to be upset?’

“That’s the spirit,” Rainbow replied, glancing down at her menu more out of habit than anything else. She already knew what she was having, it was the same thing she always had.

“Ready to order, huns?” A pink unicorn mare with her blonde mane styled into a beehive asked the pair.

“I’m cool,” Rainbow said with a smile, “How ‘bout you Flutters?”

Forcing a smile, Fluttershy nodded, “Yes, I’m ready too.”

“Alright then, let’s hear it gals,” the waitress said with a polite smile.

“Oat burger, no sprouts, and an extra-heaping order of hay fries!” Rainbow chimed happily.

The waitress scratched out the order on a levitating notepad, her tongue between her teeth, “Nnhnn, and you dear?”

Fluttershy pushed her menu toward the waitress, “Veggie burger, hold the onions, and an order of hay fries, please. I’d also like a cream soda.”

“Alright, hun,” the waitress scratched out Fluttershy’s order. She gave them both a smile, slipping the notepad into her little apron. “If ya’ll need anything else, my name’s Short Order, just go on an’ flag me down.”

With that she left them, bustling back towards the kitchen.

After a moment of smiling to her friend, Rainbow’s expression soured, “Ah buck, I was gonna order a shake. Oh well, guess I’ll just have to add that when she brings your soda.”

“What... kind of shake?” Fluttershy queried. ‘Maybe she’ll let me share! We can have double straws!’

“Pumpkin,” Rainbow licked her lips, “They just added to the menu for the fall. I’m so psyched, I wait every year, it’s just awesome!”

“Ooh... I never had pumpkin before...” Fluttershy smiled, hoping she’d catch the hint.

“Never... had... it?” Rainbow looked scandalized, her cerise eyes going wide, “You are having some of mine! No but’s, no excuses!”

Grinning, Fluttershy clapped her hooves, “Yay!” ‘Yes yes yes yes! Score one for me!’

“You’re gonna love it!” Rainbow said, giggling at her friends display of enthusiasm, “Seriously it’s one of my favorite parts of the season. Running of the leaves, pumpkin shakes, spiced cider. What’s not to like?”

“I agree with you...” Fluttershy smiled a bit more, feeling a bit less mopey. “It’s wonderful.”

Short Order came back over after a moment, placing Fluttershy’s soda in front of her, and before she could turn to leave Rainbow added the pumpkin shake to her order.

“Two straws,” Rainbow said with a smile.

“Alright, two straws,” Short Order repeated back. She gave them a little smile, clearly thinking that the pair sharing a drink was about as adorable as bunny’s hiccup, and headed back towards the kitchen once more.

“Thank you for sharing, Dashie...” Fluttershy blushed a bit. ‘Oh, it’ll be so romantic!’

“No problem. I mean you haven’t had one!” Rainbow seemed to hold this as a crime against nature.

“Well, then that’s about to change, won’t it?”

Rainbow leaned back in her seat, hooves behind her head, “Oh I can’t wait to see your face. I bet you’ll even to that cute little scrunching up your nose and squinting happily. Yeah you totally will, I mean if anything can make you do that, this will, believe me.”

‘Eeee! Oh my gosh! She thinks I’m cute! Especially when I make that face! Awww! Yay! Now I have to do it! Yay!’ Fluttershy giggled and blushed, “Aww... That’s really sweet.”

“Hey, you’re like weapons-grade adorable,” Rainbow confessed earnestly, “I mean seriously, I think half the town’s in love with you.”

‘Why would I want that when I want YOU to be in love with me? Oh, sure, they all love me... Except you.’

Fluttershy sighed a bit, shaking her head, “That isn’t true.”

“It so is,” Rainbow countered playfully, “You’re the shy delicate flower that stallions and mares alike are raring to pluck.”

‘But I want YOU to pluck me! YOU! I don’t care if anypony else does!’

“Well... Maybe I don’t want them to,” Fluttershy countered, not looking at her.

“Ah, I’m sorry Flutters,” Rainbow said with a sheepish grin, “I know you’re not a fan of the limelight, I just like teasing you a bit. Sorry.”

‘Don’t apologize! Just... Just catch my hints already!’

“It’s okay, I know,” Fluttershy smiled a bit in assurance. “Don’t worry about it.”

“Alrighty,” Rainbow said, her eyes lighting up as a pumpkin milkshake was lowered onto their table, “Yes yes yes!” She cheered.

“Two straws,” Short order added with a little wink, placing the straws into the pale orange drink. “Enjoy. Food’ll be out in sec, see ya’ll then.”

Dash beamed a bright toothy grin as Short Order departed once again, “Go on Fluttershy, have a sip~”

“All right... But won’t you... sip it with me?” Fluttershy said in a sweet, flirty tone, batting her eyelashes.

Rainbow giggled, she really was too adorable for words, “D’awww, alright, sure why not?”

Rainbow leaned in while Fluttershy mirrored her, wrapped her lips arund the straw and took a sip.

‘Mmm... This is very good... Ooooh... She’s so close... We’re drinking it together...like a couple! Okay, now to stare lovingly into her eyes... Her beautiful eyes...’

Sipping the delicious drink, Fluttershy gazed at Rainbow, smiling around the straw. Her eyes met the stunning cerise orbs of her best friend, gazing upon her with all the love and adoration she held.

“Mmm....” Fluttershy cooed.

Rainbow’s eyes sparkled, “I know right!” She said around the straw, “Mmm....So yummy.”

‘....Well, okay, I’ll give her that one. It is delicious and I can see why she would miss this hint.’

“Mm-hmm,” Fluttershy nodded.

Rainbow leaned back in her seat, feeling a warmth settle through her despite the cold drink in her stomach, “That right there, that is seriously one of the best things in Equestria.”

‘I know, everything that isn’t me.’

Finishing her sip and to leave Rainbow the rest, Fluttershy released the straw and relaxed in her seat. “Yes, it was good.”

“Ah come on, just good?” She said as she scooted the glass over to her side of the table, “How about awesome-tastic!”

“It’s your drink, Rainbow,” Fluttershy pushed it back, “I’ll get my own next time. It’s very good, I liked it, I enjoyed it. I would like to have it again.”

“Alright, alright,” Rainbow said as she accepted the drink, “I knew you’d love it though.”

The creamy yellow pegasus gave a weak smile, but then it grew ever slightly when their food was placed down onto the table.

Rainbow dug into her food with a tenacity generally only seen in foals who had skipped a meal. Her complete disregard for basic etiquette was almost charming. Almost.

Meanwhile, Fluttershy proceeded to eat her food at a moderate pace, while in silence. She was amused by Rainbow’s mannerisms, even if she wished she’d tone it down while in public.

‘Well, aside from setbacks... this is going very well. But what can I do? How else can I help the situation? Do I … flirt with her? Well, I’ve tried so many times before, but she never caught them... But I can try again, once I find a good opening.’

“Mm....” Fluttershy finished her bite, “Thank you for taking me here, Rainbow... this is very nice...”

“It is pretty awesome, isn’t it?” Rainbow said after swallowing a comically large mouthful of food.

The timid pony exhaled, taking another bite of her food, before downing it with a sip of her soda, “I’m just glad to be here with you, Rainbow.”

‘Yes! Okay, this should be a good leeway...’

“Me too. Being here with you, that is, not me,” The cyan mare chuckled, “I mean I’m awesome company, granted, but even I can’t be around me all the time.”

‘...Really? Really? You had to do THAT kind of joke? I know what you mean when you say ‘Me too’! I am not an idiot! I would not take you literally! Seriously, who thought that joke was funny? It’s funny for many two seconds with the right line and timing, but here? Come on, Rainbow... Are you TRYING to be dense? Do I have to hold a neon sign above my head?’

Fluttershy sighed, shaking her head, “Uh-huh.”

“Heh, couldn’t resist,” Rainbow replied sheepishly, “But yeah, it is nice hanging with you. We don’t do it as much as we used to. When we were foals, we went everywhere together. Then again, when we were foals we didn’t save Equestria twice or more a year. Plus, we didn’t have any other friends... but yeah... what was I saying? Oh yeah! We don’t hang as much as we used to.”

‘Don’t you think I know that? I know we have different lives and a few more friends, but... Oh, do I really not approach her that much? I don’t want to bother her, though...’

Looking around, Fluttershy sighed and slumped over a little, “I-I want to, though...”

“Awww, don’t look so put out,” Rainbow said with a weary smile, “I do too, Flutters, and I’m sure we can. It’s not like there a wall separating us. Like you said this is a nice lunch, maybe we can get a regular thing going, huh?”

“I... I’d really like that,” Fluttershy perked ever slightly. ‘Yes! Kind of like a date! Oh, this is perfect!’ “You’re right, we should make this a more regular thing... We should spend more time together, go out more...”

“Work’s more me,” Rainbow grinned, enjoying the idea quite a bit. Now that she thought about it, she really could use more time with her timid yellow friend. Sure she spooked easy, so that ruled out any joint-daredeviling, but she always made for an appreciative audience of one. She was always supportive, and though she wasn’t particularly forceful about it, she did have quite the eye for detail. Perhaps she could help her fine tune her aerial acrobatics routine. And with fall coming up she could always use another of her awesome scarves.... and apart from all that, they had been through so much together even before they came to Ponyville, it was practically criminal that they spent so much time apart.

‘Heh... I bet Rarity is going crazy now that she isn’t the only crafty one in the group,’ Rainbow thought with a little chuckle.

‘Come on, Fluttershy... do SOMETHING! Anything!’

“Well,” Fluttershy smiled more, giving her bedroom eyes, “that’d be wonderful, Rainbow... You know I enjoy doing things with you. If you have anything in mind, you can tell me... I’d be happy to hear you out... And you always did have such interesting ideas...”

“Well there is one thing I was thinking of...” Rainbow said, giving her a wide grin.

‘Oh my gosh!!’

The creamy yellow pegasus leaned forward, batting her eyelashes, smiling more, “Yes?”

“You know how you’re like the master of knitting and won that art contest, yeah?” Rainbow said, the grin never leaving her lips, “I figure you could use a little of that keen eye for art to help me with my routine for the next Young Flyers competition! I wanna blow those judges off their clouds and do something conceptual, but still awesome!”

‘OH COME ON!!’

Thankfully, Fluttershy’s urge to let her head slam onto the table didn’t go through. Instead, her smile faded into one that was forced as the light died down from her eyes. “Yeah, sure, Rainbow. I’ll do that. I’d be glad to. ...Could you excuse me for a minute?”

Not waiting for a response, Fluttershy slid out of her seat and trotted to the bathroom.

“Uh...something I said....?” Rainbow muttered to herself.

A giggle sounded near her, to which she saw Short Order cleaning the table behind her.

“Wow. You really don’t get it, do you hun?” She teased, smiling.

“Whad’ya mean?” Rainbow said giving her a bit of a blank look.

Short Order snickered, sauntering over, “You’re not paying one lick of attention to the subtleties or deeper details, are you? Well, sweetheart, you’re just going to have to figure that out yourself.”

“Subtleties?” Dash screwed up her face in thought. What did she mean deeper meanings? What kind of deeper meanings would there be? She and Fluttershy were just having nice lunch and bemoaning the fact they didn’t hang out as much as they used to. True, Fluttershy was a bit down, but she was allowed to have a rough day. “Yeah whatever lady, just gimme the check.”

Not the least bit fazed, Short Order did as she’d asked, “Trust me, kiddo. I see this all the time. But I gotta tell you one thing. If your friend were a stranger or just someone you recently met, trust me, you’d feel a ton different.”

Winking, she went off down the diner to collect at another table.

“If she were somepony different...” Rainbow said to herself, “The hay is that supposed to mean...”

Rainbow thought on it for a moment. ‘What has Fluttershy done.... She’s implied wanting to spend more time together, one on one...got sad that I didn’t notice her at the races... shared a drink with me and insisting that we sip it together... given me these strange half-lidded looks... kept using this soft sort of affectionate tone of voice... Almost like she was trying to... to.... flirt?’

Realization dawned slowly on her face.

“No waaaay...” She said to herself, “...couldn’t be...”

In the bathroom, meanwhile, Fluttershy finished up her business and splashed some water in her face. She tried hard not to feel too discouraged, but it was getting to her. As she looked into the mirror, meeting with her reflection, the creamy yellow mare sighed.

“Why bother... Everything you do makes her think you’re just a good friend... Or she knows I’m flirting, but she ignores it because she doesn’t feel the same way... And so she doesn’t want to hurt my feelings,” she mumbled to her reflection.

Downtrodden, but having to hide it, she left the bathroom. More and more, she felt no encouragement to keep trying. Why should she? It was pointless.

“I’m back,” she said listlessly, sliding back into her seat.

Rainbow was studying Fluttershy’s face, trying to observe her every tick, hoping to either confirm or deny her her new suspicions. Unfortunately she didn’t exactly do subtly well, and looked as though she was trying to do exactly what she was trying to do.

“How are you feeling?” She asked, her voice sounding a bit as though she was talking to a hospital patient.

Looking to her with confusion, Fluttershy just sighed and looked down at her near-empty plate, “I’m fine, Rainbow. Don’t worry about it.”

Rainbow looked her over. She did seem so sad... but was she sad because of her?

“Should I worry about it?” She asked softly, trying a different approach. Regardless of the truth of her previous realization, she needed to remember that to Fluttershy she was a friend first. She was her oldest friend. Lovelorn after her, maybe, but either way she was definitely sad; and ever since they were foals, that was something Rainbow Dash couldn't abide.

For a moment, Fluttershy’s head snapped up as she looked annoyed. Angry, even. She even wanted to just let out her frustration.

But she couldn’t do it. Not when Rainbow had no idea and was talking to her, so sweetly, to try to help.

Sighing, Fluttershy shook her head, “No... No. You shouldn’t. I’ll be fine, Rainbow... Just, just stop it, please. Don’t worry yourself about it, please. I’ll be fine. I just need some time.”

Rainbow looked at her, trying to catch her eyes, but Fluttershy was desperately avoiding her gaze. Fluttershy was definitely acting as though she had been rejected. Dash sighed and tried to give her a weak smile, “Alright Fluttershy, whatever you need...”

‘YOU! YOU!!! But you don’t want me! How am I supposed to feel?! I’m done... I can’t do it anymore! Why am I trying to flirt when she doesn’t even... I can’t, I’m done... This is not going to work... All I need is you, that’s all I want... But I can’t have you... Well, fine. You’re free, now. You can do what you want without me longing for you.’

Fluttershy didn’t respond, she just stared down at her plate. The saddened look on her face remained, now combined with tears in her eyes.

“Fluttershy...” Rainbow whispered, reaching out across the table for her hoof...

“Yes, what is it?” Fluttershy mumbled, halfway looking at her.

“Please, if there’s something wrong... anything... I can help... I’ve always wanted to help you even when I’ve been a bit mean or pushy, you know?” Rainbow said, looking as sincere as she could, “We’re so close...You’re... you’re like a sister to me...”

Sister.

Sister!

That explained everything.

Fluttershy whimpered, stricken. She felt tears running down her face, no words came to mind, and her entire body seemed to go numb. All at once, so many feelings overcame her mind and senses.

‘Of COURSE you don’t love me! You never thought of me that way! I knew I was wasting my time... I knew she had to lay it out for me so I’d stop!’

Without a word of response, Fluttershy slid off her seat and ran out of the diner in tears.

“What did I... Oh! Oh no... oh no no no... Not like that!” Rainbow shouted after Fluttershy, the entire diner’s worth of patrons now turning their heads to focus their attention on her. “Not like that!!!”

But it was too late. Fluttershy was gone.

Near her, Short Order stood, shaking her head. A sympathetic, yet disappointed look crossed her face, “Kid... I’m just gonna level with ya. She wants you. But you weren’t being that encouraging to her flirts, so no wonder she was shutting down. Now you lay the ‘I love you in every way but romantic’ sentiment when she doesn’t want to hear it. Of course, can’t say I blame you. Right now... the ball’s in your court. You’re gonna have to be straight with her, one way or the other.”

“Gee thanks,” Rainbow said, a hard sarcastic edge to her voice, “Think you could time travel and tell me that yesterday, cause that would be great.”

And with that Rainbow threw down enough bits to cover their meals and stalked out of the diner without saying another word.

XXXX

The day of the Running of the Leaves had finally come. The participants of the race were gathered along the border entering Whitetail Woods, each with their numbers. Excited chatter sounded with everypony anxious to get started.

Fluttershy stood amidst the crowd, feeling anything but cheerful. While she knew a walk through the woods on this beautiful autumn day was just what she’d need; it didn’t quell the sadness in her heart and mind. Thankfully, as per usual, no one took notice of her. And why would they? She was sure her miserable demeanour would only dampen this wonderful day.

Soon enough, her eyes caught the sight of a blue pony topped with a rainbow mane and tail. Her heart seized, but not in the same way it usually did. All she felt was the sinking feeling of rejection. Sure enough, Rainbow Dash was chatting excitedly with Applejack, who responded in kind. Among them was also Twilight, who was participating yet again, and chatting with them as well.

‘She doesn’t even care, does she? She’s moved on, it’s been a week… And she’s been avoiding me. No wonder, I’m just a lovesick little pony who ruins a simple outing by making it a big deal. When it shouldn’t have been. She doesn’t even want to be friends anymore… And it’s all my fault. I should’ve just kept it inside. I should’ve just left her alone… Just because I love her doesn't mean she’s going to reciprocate. Even if she had known how I felt, of course she wouldn’t like me back. I’m just Fluttershy… her friend… her sister figure. She doesn’t want more than that. And I can’t even accept it… That’s why she avoided me… Because she knew I wanted more and won’t accept less. What kind of horrible friend am I...’

Rainbow turned her head, scanning the crowd while Twilight imparted some of her running-related philosophy on Applejack. After a few moments she felt as though she was about to give up, but then she saw her. Fluttershy, alone in a crowd as always.

Their gazes locked up for a split second before Rainbow broke their eye contact. She couldn’t bear to see Fluttershy like that… Especially not when she knew it was her fault.

'I know what she wants… who she wants...’

Rainbow turned herself back to her other friends and their chatter, if only to drown out the sound of her heart beating in her ears. Yet she couldn’t really engage anymore. While her contributions before had been hollow and half-hearted, despite appearances, but now they had stopped all together.

Rainbow narrowed her gaze on the trail before them. The race. Competition always helped to clear her mind. Things became black and white. There were winners and there were losers, and there was the singing of her muscles aching from effort. Nothing else.

‘Winners and losers…’ She turned the concepts over in her mind. ‘Every year… she runs it every year… and I never saw her...’

Before she could think on it further, the race began and her competitive streak took hold took hold. Her ears were filled filled with the pounding sounds of hundreds of hooves pounding out the rhythm of the race.

Although unsure what she expected, Fluttershy couldn’t help but feel the sinking in her heart when Rainbow Dash took off. Just like she always did. Running alongside her at an incredible speed was Applejack, working well to keep up.

Ears drooped, body heavy, Fluttershy trudged along way behind the other racers as they easily pulled ahead of her. She walked, slowly, as if she were merely on a leisurely walk than a race to get all the leaves down from the trees. The fresh, crisp, cool air was soothing, along with the great smells of fall. Even the sight of the bare, remaining leaves on the trees were still nice to see.

But it didn’t help.

Fluttershy hung her head low, doing as she always did, walking slowly far behind the other racers. Unnoticed. Uncared.

‘Now Rainbow will truly never walk with me… Why would she? She’s a competitive racer. She can come for walks anytime. Today is not one of those times. And besides, she and Applejack made it their thing. So what right do I have to be upset? None. I don’t even have the right to be upset about her avoiding me. Why wouldn’t she? I was a stupid idiot. I was proving to her that I would rather us be nothing if we weren’t lovers. Why would I do that… Of course I want to still be her friend… I couldn’t bear to lose her. But I did. My feelings for her ruined it. I ruined it. I’m the worst friend ever… I let all of our years together get thrown away. Just because she doesn’t love me...’

Crying softly to herself, Fluttershy kept walking. There was nothing else she could do.

The soft clip-clopping of hooves on the dirt path sounded ahead Fluttershy on the path… and oddly enough it sounding as if they were going the wrong way.

As Fluttershy crested a small hill she saw her. Standing there, silhouetted against the dappled light of the morning sun shining through the leafless trees, was Rainbow Dash. The cyan mare wore a weary smile, looking every bit as heart-heavy as she felt.

“Hey,” Rainbow said, trying to sound nonchalant but only succeeding in sounding awkward.

“...W-What are you doing?” Fluttershy asked, her tone weary.

“Guess, well, I guess I just wanted to see things from your perspective,” Rainbow said, her weary smile growing more earnest, “Mind if I walk with you?”

As much as Fluttershy felt a little spring in her step, even happy that Rainbow wanted to do what she’d always hoped they could do-something wasn’t right. And even so, her saddened, rejected mood was not helping matters.

“Why?” Fluttershy demanded, her tone a little more harsh than she intended.

“I’ve been thinking,” Rainbow said as she fell into step alongside her friend, “I know, I know, there’s a first time for everything. But once I started I couldn’t stop. All week I’ve been thinking… the race couldn’t even clear my head.” She took a deep breath and continued. “I’ve been thinking about what you said, and what you didn’t. How I know you feel, and what you want.

“It’s kind of like how I never knew you ran the race…. or walked or whatever. I never saw you because you weren’t doing things my way. You didn’t run with me, so I left you behind... but you were always there, year after year, carrying on in your own time and your own way. That’s our relationship in a nutshell, or lack of a relationship…”

‘Of course…. I knew that too well and yet I still got upset...’ Fluttershy thought, not quite looking at her.

“Look… it doesn’t matter anymore. You and Applejack have it as a tradition, now,” Fluttershy responded. “I don’t care anymore.”

“If that was true you’d be skipping right now, not moping. Besides, Applejack can try and beat Twilight. They don’t need me to have a good time,” Rainbow countered, but before Fluttershy could respond she pressed on, “You want to know what I was thinking about, these past seven days? I was thinking over and over about how you wanted to be with me, but the question that kept coming up… the one that wouldn’t leave me alone… it wasn’t whether or not I wanted you, but whether or not you could be happy being with me.”

Rainbow motioned around them frantically, “I mean…Just look at us now! I know I can be happy with you! It never crossed my mind that I wouldn’t. Throwing this race to walk with you? Easiest decision I ever made. Granted I got swept up at the start, but still…”

Still not looking at her, Fluttershy wracked her mind to try to make sense of what Rainbow was saying. Rainbow was trying to make amends, even addressing the issue of her feelings. Nothing was certain and yet she was getting more answers. She wasn’t even sure how to respond to all of that. Rainbow had been thinking about it, knew she could be happy with her, but wanted to know if she herself could be happy.

Together.

“You really… threw the race just to walk with me? ...Here I’d thought you sprained your ankle.”

“Pfft,” Rainbow scoffed, “Really? If I'd sprained my ankle I’d run ‘til my ankle was bloody if winning was the only thing that matter…. but it’s not. You matter more than a medal, Fluttershy. You mean more to me than winning.” A faraway look crept into her eyes. “You know… my love of speed… of competition… I only discovered that after defending you. You’ve always come first, right from the very beginning.”

Trying hard to maintain her resolve, Fluttershy could not stop the blush forming on her cheeks. She never doubted that Rainbow was loyal to her friends and that they meant a lot to her. But it never failed to feel wonderful upon hearing these kinds of words.

Then there was, of course, the memory of when Rainbow Dash had stood up for her. Defended her honor. If not for that, they wouldn’t have gotten their cutie marks, the same for their friends and realizing their true potential.

“You mean the world to me, too….” Fluttershy confessed, still not looking at her. “But I don’t understand… Why did you avoid me all week? ...I was beginning to think you hated me… That you didn’t want to see me anymore. That… That the fact I overreacted when you said you thought of me as a sister must have made you upset… Making you think that I didn’t want less than…. love…”

“I, uh, wasn’t really seeing things in the best light…I stayed away all week to get my head around things… to try and figure it all out...” Rainbow admitted sheepishly, “I just wanted you to spell out what was wrong, so I could help. The idea of you flirting with me was kind of a shock, I had never thought of you like that….but that doesn’t mean I’d never want to, ya know? …You were always there for me... and I cared about you… like a lot...so I called you my sister… Which I think is probably, like the worst thing I could have said… So, I’m really sorry about that...”

“R-Rainbow, no…” Fluttershy finally faced her, shaking her head, “Please, don’t. I’m the one at fault for that. I overreacted. You were trying to help and were being sweet… And I just took that as one big rejection. I took that and ran away. I didn’t even let you have your say. Don’t you see? I was behaving like a child. And for what? I was practically throwing it all away. All because I couldn’t be honest with you about my feelings. I was more terrified of rejection than I was about losing you… When it should’ve been the other way around. You didn’t think of me that way, and I shouldn’t expect you to. I’m sorry to have put that on you. Just… Just please forget about it. I still want to be friends, I really do… But I understand that you don’t feel the same way.”

“Why?” Rainbow asked earnestly, “Why wouldn’t I? Why shouldn’t I? I mean, why do you automatically go to the rejection place, Flutters? You don’t have to… sure I didn’t notice you flirting but…. It’s not like I’m not interested by the idea. Why shouldn’t I be?” Rainbow repeated, her voice growing more confident, “You’re amazing!

“You’re braver than anypony I know. Just talking with other ponies scares you but you don’t let it control you. You have friends, and no matter what your friends have done you always forgive! You’re…. you’re just amazing Flutters… not to mention beautiful. Photo Finish may have been a bit pushy, but she saw in you the beauty that your friends see every day, and your success only proved that all of Equestria saw it too!”

Rainbow looked over at her, giving her an almost smug look, “Why wouldn’t I be interested in a pony like that?”

Mixed emotions filled Fluttershy, then. She had no idea how to respond. It almost didn’t seem real, but she knew that Rainbow wasn’t the kind to use flattery like that. Not unless she meant it. She averted her gaze, biting her lip and trembling a bit. To think, she finally had what she wanted-but had no idea what to do with herself.

“I…. I…. I don’t know…” She mumbled.

“I do. I know with my whole heart.” Rainbow stated as if it were the most simple of truths. She had grown tired of all the talk, the back and forth, all of it. Rainbow had known what Fluttershy had wanted, and now she knew what she wanted too.

Dash pulled her friend towards her with her forehooves and brought her lips mere centimeters away from the timid mare’s own. She paused for a beat, savoring the metaphorical view from the precipice off of which they were to dive…. and then Rainbow pressed her lips to Fluttershy’s, taking the plunge into this new phase of their journey together.

“Mmm…”

Fluttershy’s eyes were wide, completely off guard by the gesture. She shook, full of mixed emotions, but her love was overriding everything. This was everything she’d ever hoped for! A strange, empty feeling ran through her, but it was quickly remedied when she embraced Rainbow tightly. She had to hold her, as if to make sure this was real. That she was real. The timid mare returned the kiss, with gentle sweetness, but an undertone of passion.

Rainbow pulled away, yet did do by no more than an inch. “Fluttershy,” Dash cooed softly, “I want you to know… I want you to know that I do want to be with you. I love you. I always have and now, I’m finding a new kind of love for you…. For you, I’ll walk every race, if only just to see you smile.”

Oh, that just did it. The uncertainty was washed away, left only by the passion and desire Fluttershy felt. She smiled, for the first time that day, and melted.

“I… Oh, Rainbow…” Fluttershy cooed, feeling so enraptured, “I love you, too…”

Rainbow smiled and nuzzled their noses together, and sidled up next to Fluttershy. Rainbow was positively beaming as she draped a wing over the back of her friend, “Mmmm… I really like hearing that… Now, how about we get walking? I think I need to see what you’ve been doing all these years.”

Blushing all the more, a surge of joy coursing through her, Fluttershy all but snuggled up against her and nodded, “Yes… Let’s go…”

The pair continued down the path, the competition, the rivalry, and even the scenery and sightseeing were forgotten now. Now Rainbow Dash and Fluttershy only had eyes for each other.

Author's Note

Happy autumn everypony! Best wishes for scarf weather from Flutterguy and NintendoGal!