Remeber

Inside the small town of Ponyville where all the pony resident are enjoying their own activity under the clear sky in the late morning Celestia bright sun. Earth ponies taking care of the own market stand or store, unicorn practice with usual activity of magic, and Pegasus making sure the sky stay clear from unwanted clouds. While everypony were doing their own activity, one certain butter coat mare near the Everfree forest barely woke from her slumber, inside her cottage home starting very late feeding the animals.

“Oh no, I’m late I am so late Angle!” the butter coat pony yelled but, to everyone they would hear it as a whisper. Fluttershy ran hastily around her cottage house taking care of her animal friend as quickly as she can when they ask for food. “Why did I have to overslept again?” she ask herself while giving food to the mouse family.

For the past few nights Fluttershy has been dreaming about a certain rainbow mane pony a lot more lately than she used to in the past. If she had more time she would love to think about the dream with the rainbow mane pony. But, in the moment Fluttershy she doesn’t have the time to think about her dream.

Angel in the mean time as well has been trying to help his caretaker with the rest of the animal to help her finish the chores to make it in time for the Afternoon picnic with her friends. He doesn’t like to work but, still he tries to help his momma when in desperate need of help.

After two hours of fast pace of taking care of the animal, Fluttershy and Angel were completely done for the morning chores. The animal caretaker did a quick second check to make sure the animal receive their proper food. The bird contain their bird seed, squirrels got nuts, seals receive fishes, and the carnivores of course eat whatever in the Everfree forest away from the cottage. After finishing with her final check, happy her animal friends are enjoying their breakfast.

Angel however, knew his caretaker was getting late for the picnic for the afternoon. He immediately start to tap on Fluttershy hind leg to get her attention

Fluttershy quickly realize her hind leg was being rapidly rap and soon knew it was Angel from his constant tapping demanding for food or carrot. However, when the yellow mare turn around she is shock her Angel Bunny wasn’t demanding for food, but is holding a pocket watch. The confuse mare always wonder where the bunny hold the pocket watch, but doesn’t like to think about it too much just like trying to figure out Pinkie Pie sometime weird logic or explanation. Fluttershy was confused why Angel was showing his watch until he was pointing behind her, to the calendar. She trotted to the calendar quickly noticing it was Saturday. Fluttershy realize it was her friend planned Afternoon picnic, she quickly gallop back to Angel, still holding his watch taking not she was thirty minute late, her pupil turn to pin size and her breathing started to shorten from panic.

Angel instantaneously notice his caretaker was starting to panic, he has been in these situation, and he only knew one solution that will always work. He left his panicking caretaker in the living room to go to the kitchen and came back in a few seconds in front of the bubble gum mane Pegasus with an object in his paw. Like always in these panic attack situation he started wind up and threw his carrot straight into Fluttershy forehead. This cause the yellow mare to give a quick “Eep” startlement and the effect was just the same as all time, his panic caretaker turn into a state of confusion.

Fluttershy frantically look around her living room trying to find the culprit who threw the carrot eventually looking down finding her Angel bunny giving her smirk. She felt a light pink blush stated to form on her face realizing he began to panic for a small reason, but quickly disappear when Angel gave a serious look while holding his watch again showing five minute pass because of her panic attack. Fluttershy right away knew what his expression meant. Without hesitation she gallop toward the front door, opening it, and pause to turn around looking at Angel, still in the living room.

“Thank you Angel for all your help, I promise you to make your favorite salad when I come back.” Angel gave a bright smile to Fluttershy and happily hopped outside with the promise in stuck in his mind. Fluttershy was happy she was capable to make her bunny happy. However, she reminded herself she was late for the Afternoon picnic, she quickly close the front door and gave a flap of her wing leaving her cottage home.

After Fluttershy left the cottage, Angel came outside franticly hopping in front of his caretaker home to give her a warning, but it was too late. Angel just gave a little shrug ‘Not my problem now.’ the bunny thought as he hopped back to the backyard.

While Fluttershy was flying toward the park she started to get anxious if her friend would get angry at her. ‘What if they're mad at me for being late? What if they think I don’t want to be their friend? What if they don’t want to be my friend?’ With these anxious thought Fluttershy could feel her wing start shut. She gingerly decrease her altitude afraid if her wing completely shuts she would get hurt from falling. After landing on her hoofs she gallop the rest toward the park. Still being incredibly anxious with her thoughts.

Finally, after flying and running giving Fluttershy quite an exercise, she arrived at the park while her friends were lying on a red and white box shape picnic blanket. But, of course a white unicorn, Rarity was lying on a dark red couch. When she arrived, she could start to feel her friends staring at her making her bring out her old habit, apologize.

Just like every time Fluttershy think she hurt somepony in any kind of way she believe she has to apologize, “I’m so sorry for coming so late, I over slept starting really late taking care of my animal friends.” She whimper not being heard by her friends, “p-p-please f-forgive give me, please d-don-“ she could not finish her sentence because, her Alicorn friend Twilight put her hoof on fluttershy muzzle giving her a worried expression as well her other friends. Pinkie Pie stopped bouncing enthusiastically, Rarity got off her couch, and Applejack got up to her hooves walking toward Fluttershy with the rest of her friends.

Twilight seeing Fluttershy start to relax a little, believing it okay to ask a few question, “Okay, Fluttershy I’m going to put my hoof down and you need to stay calm. Alright?” Fluttershy slowly gave a nod to her lavender friend. Satisfied, with her answer, Twilight was about to ask another question but was beat’ in by Rarity.

“Darling, what ever happen to you?" Rarity said with a worried tone. Fluttershy just have her questioning look of what she meant, “Fluttershy have you seen yourself in a mirror before coming?” after she asked she levitated out a mirror under couch putting it front of her crème friend.

Fluttershy forgot all about her anxiety only to turn into complete embarrassment and shock seeing herself in a terrible condition. She was completely dripping sweat from her forehead like she just ran the longest marathon. Her used to be smooth, nicely brush pink man are now scattered in every direction because of her fast flying and running. She now realize how hard breathing in and out as if she a dog, also because her mouth is slightly open showing her tongue sticking out, she immediately close her mouth to not continue her embarrassment any further. After looking at herself in the mirror, she quickly realize how tired her body truly is from all the running and flying she done in the morning without break.

Applejack went to her basket to get water for her pink mane friend seeing her face show exhaustion. “Here, drink this sugar cube.” Giving her exhausted friend water. Fluttershy took the water with pleasure giving a quick thank and slowly drank her water.

When Twilight saw Fluttershy putting down her mug, she tried to ask her another question, but was beat’ in again by another pony. The lavender mare was getting tired of other pony beating her to ask a few questions to her yellow friend.

“Oh my gosh, Fluttershy look at you!” a hyperactive ping earth pony yelled, in front of Fluttershy startling her. “It look like you just went through a naughty activity. Ohhh, you did just went through sex, how was it? Was it your first? Did you scream louder than you normal scream? How did it feel to have a stallion co-“ everypony immediately jump toward the pink pony to put their hoof toward her mouth stopping her rapid talking from saying the last word. Except a bright scarlet red blushing Fluttershy, she completely embarrassed for one of her friend would think she just went through a naughty activity.” She tried to make herself disappear by cover behind her pink bang, but couldn't since it still scattered around. So, she curl into half her size and covering herself with her long pink tail.

Everypony took off their hoof but still giving her a disapproving stare. There was an uncomfortable silent and Twilight is going to take an advantage of it. The Alicorn slowly approach her embarrassed friend and slowly put her right hoof to Fluttershy left shoulder. She felt her yellow friend stiffened by her touch. The lavender mare know she have to calmly talk to her friend to figure out why she came running in panic and why she look different from her usual smooth looks.

“Fluttershy may you please calm down again?” the lavender mare said calmly as possible, “We just want to know why you came panicking. You’re making us worried something happen to you. Did something happen to you?” Twilight saw her friend uncurl a little bit, enough to see her teal eyes. The Alicorn heard her friend mumble a few wor under her hoof, but could not translate her yellow friend mumbling, “We can't hear you if you’re covering your mouth.” The young princess deadpan.

Fluttershy feeling little comfort her friend does not sound angry, she remove her hoof from mouth to be able to sit on her hind leg, but looking at the ground. She repeated her mumbling word again, more clearly to twilight, “I’m sorry.” only audible to Twilight ear.

“Why are you sorry?” Twilight lifted her timid friend chin to talk face to face.

“For coming late and making you all worried.” The sad Pegasus said quietly still only audible to Twilight ears. She tried to look at the floor again, but was stop by Twilight hoof.

“May you tell us why you came late?” The studious princess trying to get answer from her trouble looking friend.

The shy Pegasus nodded, taking one last inhale before explaining to all her friend how late she took care of her animal friends and making her come late to the picnic. “So that why you came sweating and your mane all befoul.” Twilight mare came to said with the Fluttershy approving her conclusion with a nod. “Fluttershy you shouldn’t worry will be mad at you for coming late when you need to take care of the animals.”

“Really? You're not… Eep!” before the shy mare could finish she a small squeak because of sudden contact by the pink mare. The usually hyperactive Pinkie Pie who constantly gave death hugs to everypony was giving Fluttershy a calm hug before speaking to her.

“I’m sorry for thinking you were having the bird and the bee activity.” Pinkie said in a calm voice while still holding her yellow friend. Feeling terrible for jumping to conclusion thinking her innocent friend would do such a naughty activity.

"It okay Pinkie Pie, it w-was just a l-little misunderstanding." The shy mare letting go of her pink friend hug. The yellow pegasus showed a little smile to confirm it 'okay' to her pink friend with a light pink blush on her cheek still embarrassed by Pinkie conclusion.

"Alrighty then, I believe that enough drama for today." the cow pony having enough with all the drama, just wanting to relax before going back to work at her family apple farm. Everyone gave a nod to the orange mare also wanting to return to their relax state, including Fluttershy.

Before Fluttershy could fully relax on her stomach, her spa companion sat in front of her showing a concern expression. "Is there something wrong Rarity?" Fluttershy getting worried her facial facial.

"Why of course look what happen to your beautiful mane, it covered with tree branch and leaves. Now sit on your hind hooves for I could fix your mane." demanded the white unicorn, not allowing her friend to look in such a terrible state.

"It fine Rarity, I'll fix it when I go back home." the timid pegasus relieved she hasn't done anything wrong, also giving a little giggle for forgetting how dramatic her friend is in fashion. The pegasus was about to try to rest again on her tummy but was stopped again by her fashion friend.

"But I must darling. I can't stand seeing your mane in such a horrible state knowing I could fix it." the white mare trying to change her friend mind.

The pegasus knew her friend would not let up, so she might as well let her friend clean her dirty mane. Fluttershy stood up on her four hooves giving her friend a nod to work on her mane. She was ordered by Rarity to turn around and to sit on her hind leg giving her fashion friend full view of her mane. Rarity first started working on taking off the branches piece by piece, and then combed out the leaves. Rarity made sure she took out all foreign object from Fluttershy mane before starting to brush her mane, smoothing her wavy mane. While the fashionista was working on her pink mane, Fluttershy started to look around to see her friends were doing. What she saw brought a smile to her face; Applejack was lying next to a meadow tree with a cider in her hoof and Pinkie trying to teach Twilight how to do a cart wheel only for lavender alicorn to fail. Finally, the observing pegasus notice her brash rainbow mane friend wasn't at the picnic.

"Um, Rarity where Rainbow Dash?" Fluttershy said in a concern voice, afraid something happened to her best friend.

"Do not worry Fluttershy, remember our dear Rainbow was quite busy with yesterday weather, so we thought she should have a full day on her own to rest." the white unicorn heard the worried voice of Fluttershy, trying to comfort her friend. Seeing her timid friend relax, Rarity felt it was okay to continue.

Fluttershy showed Rarity a fake smile to make her comfortable to continue combing her mane. She does remember about the weather yesterday, but she still couldn't help but feel sad her cyan friend wasn't there. Once the fashionista mare was finish combing her friend pink mane and left to relax on top of her couch, Fluttershy lied on her stomach to relax, but could not because of the same question kept coming to her 'Where Rainbow Dash?'

Meanwhile five out the six mane mare relax or play in the park, Rainbow Dash a Ponyville pegasus' resident in the meantime is having a very sexy wet dream inside her cloud home at the outskirt of Ponyville.

"MMM...Your mane is so soft." the sleeping cyan mare whispered in her dream, unknowing she rubbing her hoof up and down a cloud pillow. "Where your sexy face...Going." the mare dream intensified, making her move her right hoof from her chest slowly move toward the bottom of her stomach just inches away from her marehood. During her whole dream a very annoyed tortoise has been listening to the whole thing.

For the whole past week, Tank the tortoise has been listening his owner talk in her sleep for hours keeping him awake from his sleep. The dreams would always end, once the cyan mare reach her climax. At first, Tank did not mind he would admit he had his own wet dream. However, until the fourth day he reach his peak, but was able to keep his cool. Until today.

Before, Tank could let Rainbow Dash touch her marehood he grabbed his helicopter like contraption to increase his altitude. When he thought he was above his owner forehead, the tortoise turned off his helicopter falling on the cyan mare forehead.

Rainbow gaved a loud yelp, immediately getting off her cloud bed in a fighting stance searching her room to hammer the intruder who woke her up. However, the annoyed pony could only find her pet tortoise on her bed giving her glare. "Tank, were you the one who woke me up?" Tank gave her a slow nod. "Why would you do that? It actually hurt a little." the hurt pegasus start rubbing her forehead and letting down her guard knowing there were no intruder. Dash looked at Tank again receiving the same expression the past whole week, 'You were doing it again.' Rainbow moved her head away her Tank sight to hide her blushing face. She have seen Tank giving that that same expression the whole week after her climax and it is embarrassing her pet hear her moaning and scream.

The cyan pegasus started to remember the dream she just had, and realising how wet her marehood is, also it mean to clean her cloud bed again. Tank was still giving her a glare, making her feel guilty for waking up her pet and watching her masturbate in her sleep. "I'm really sorry Tank for keeping you waked up again. I will make it up to you." trying to be sincere to her pet. "It just she just been in my mind a lot lately. How can I not think of her long pink mane...Yellow Soft coat...Her adorable voice." With each word her voice become quieter and eyes becoming dreamy picturing the mare.

Tank could see her owner starting to have those dreamy eyes again. He doesn't like to ruin his owner daydream, but today he thinks the cyan mare should go to the afternoon picnic that was planned by her friends. He slowly walked to his owner to place his leg to his owner foreleg bringing Rainbow out from her daydream.

The pegasus saw her pet take off his leg, to enter his shell to bring out a calendar way too big to fit inside his shell. 'How in Tartarus did that fit inside his shell?' Seeing Tank place his leg on a specific Saturday. When he moved his leg blocking the small not in the block she read out loud, "Afternoon Picnic." Rainbow was surprise she forgot all about the picnic, "Do you want me to go to the picnic?" she question Tank, giving her a nod. " Okay, I'll go. Today is my break, and also I'll get to see her." Rainbow smiled just thinking about the mare while tank just sighed Rainbow breaking away dream his daydream again ask Tank, "Do you want to come Tank?" looking at her pet. Tank shook his head for 'no'. "Well alright, see ya later, you know where your food at." the owner gave her pet a final bro hoof before flying off to the picnic.

Tank gave a happy sigh, his owner left to the picnic and to not hear her pleasure herself, also to catch some miss sleep.

It did not take long for Rainbow Dash to get to the park since she is the fastest flier of all Equestria. When the fast pegasus arrived at the park the first pony she saw was the mare in her dreams, Fluttershy. Rainbow immediately flew up to a cloud to not let anyone see her or her blush forming and wing start to stiffened from remembering about her last night dream. She leaned down on the edge of the cloud enough to only show little of her rainbow mane and magenta eyes looking down at the resting yellow pegasus'. 'Come on Dash, she Fluttershy just your best friend...Nothing more.' The brash mare maintaining herself, but felt saddened by her last remark.

Feeling her blush cool down and her wings returning back to her side, she flew down to her down doing one last barrel roll before landing down, just to show off to her friends. "What up girls." giving a smile to all her friends , her smile only grew larger when she spotted Fluttershy giving her smile.

"Well howdy RD I wasn't expecting you coming." Applejack giving her a questioning look.

"I as well, I thought you would be tired from your weather job." Rarity is astonished her rainbow-mane friend came instead of sleeping all day.

"Sure it was a hectic week setting up everything up for yesterday weather, but it doesn't stop me from com-" before Rainbow could say anything else she was trapped in a death hug from the usually giving Pinkie Pie.

"It soooo good to see you Dashie. Now that you're here, everyone here making this picnic a supery duper picnic and making it 20% bett-" now it was Rainbow turn to stop Pinkie rapid talking by placing a cyan hoof to her mouth.

"Pinkie...Can't breath." the strangle cyan pegasus' struggling to breath from the death hug. Pinkie Pie immediately release her hugs and giving a sorry smile. Rainbow took a few big gasp of air before she could talk. "Okay, like I was say saying before i was interrupted." giving the pink earth pony a guilty stare, "My weather job doesn't stop me from coming to spend time with my friends...With Tank help." saying the last words as a whisper trying to give her pet some credit for reminding her about the picnic. Everyone was able to hear the last statement they just gave a little giggle or rolled their eyes.

"Well it nice seeing yea RD, if you're hungry there still some daisy sandwich left." the farm pony standing next to her basket.

Pinkie Pie jumping up and down enthusiastically also offering food, "I brought chocolate cupcake with strawberry filling." a bright smile filling her face.

Before Rainbow could answer, everyone heard a loud stomach growl. Everyone was was shock the loud growl came from their usually quiet friend, Fluttershy. The timid pegasus gave a cute quiet "Eep" seeing everypony is staring at her, she tried to hide behind her pink mane to be invincible, but as always it never works.

"Fluttershy did you eat breakfast before coming here?" Rarity getting over her shock from her spa partner body unlady like manner. The yellow pegasus still covering half her face shook her head 'no' to the white unicorn question.

"Well why didn't you tell us you were hungry? We had plenty of food?" The orange mare confused why her friend did not ask for food they were all friends.

Fluttershy gingerly place her mane behind her ear to see her friends more clearly before speaking, "After finishing taking care of my animal friends I was really tired, forgetting to eat anything." and 'Also sad, Rainbow Dash wasn't here.' Her cheek turning slight oink seeing Rainbow was watching her, 'But she here now.'

The farm pony happy to understand why her timid friend hasn't ate, "Well alright there enough food for both of you." looking at both her pegasus friend, "I wish I could stay longer, but I still got work at the farm."

"So do I, Sapphire Shore is expecting her dress in two days for an important photoshoot." the fashionista getting up from her red couch to leave to her boutique.

"I wish I could hang out with you more Dashie but today is the Cakes' anniversary, so I'm taking care of their babies and planning their after party anniversary." the pink party pony party grinning ear to ear thinking about planning another party.

"Sorry Rainbow, I know you just came, but I have to practice for tomorrow committee in Canterlot." Twilight giving a nervous smile for leaving so suddenly as well.

"All men, I came here for nothing just to stay alone." the brash pegasus' upset she won't spend time with her friends.

"I c-could stay R-Rainbow my animal friend already ate their breakfast and I haven't a-ate." the animal caretaker nervously stated to her friend, also seeing her eyes went wide. 'She forgot I was here, I should stop hoping we could be more than best friend.' she sadly though trying very hard to not show a frown.

Rainbow Dash was shock her timid friend is staying, she thought Fluttershy would leave to take care of the animals. Getting over her awe to be able to speak properly, "You sure 'Shy I know how much you care about the animals, and don't you have to feed them lunch." the cyan pegasus not believing her friend would actually have free time.

"My animal friends ate their breakfast late and they usually eat lunch on their own, I just supervise making sure they are eating healthy." the caretaker gave a smile reassuring her best friend she does have time to spend.

Before Applejack left she turned around to face her yellow pegasus, "Fluttershy could you bring my basket to sweet apple acres when you have free time. I feel like Rainbow would forget or break it." giving a smirk to cyan mare.

Rainbow felt a little hurt she wasn't trusted to take care of a simple basket, and after Fluttershy assuring Applejack she would take back the basket in her free time, everypony went their separate ways leaving only the yellow and blue pegasus'. Both pegasus started to eat their daisy sandwich and cupcakes through the awkward silence. The cyan mare waited silently for her friend to finish her food being the first one to finish because of her unmannered eating skill. After Fluttershy finish her food both pegasus were still silent until it was unexpectedly broken from the timid pegasus giving a mouse like sound yawn.

Dash couldn't help but think how adorable her secret crush sounded and noticing Fluttershy look tire, "Hey Flutters' if you want to take a nap I don't mind."

"Are you sure Rainbow, you came here to spend time with someone." the yellow pegasi trying to not disappoint her friend.

"No it fine pal, I could see how tired you are. I'm also kind of tired from yesterday work, so I'll take a nap with you." the cyan pegasus lied to her friend she was tired, she came to the picnic right after she woke up.

After Rainbow convinced Fluttershy it okay to take a nap, both pegasi went under the meadow tree blocking the sunlight. The animal caretaker still tired from taking care of the animal, she went to sleep once she close her eyes. The wide awake Rainbow just stared at her friend while she slept just thinking how beautiful the timid mare look. 'She look so soft to lie on, probably softer than we used to cuddle in flight camp, and her face is just so adorable.' The cyan mare slowly leaned down to her crush. 'Maybe Could just kiss her cheek or her...Lips.' Rainbow immediately removed her lips only inches away from Fluttershy lips and scolded herself mentally for almost taking advantage of her friend lips while she sleeps. However, she couldn't help but smile thinking how it would feel to have her yellow friend lips on her own. Rainbow could feel her face start to heat up and wings unfurling on it own becoming stiff from the thought. 'When did I even have these feeling for her?' Rainbow exactly knew when. She took the quiet moment in the park to remember the day she had met her and later had feeling for her friend. It brought a small frown to Rainbow.

Author's Note

First I want to thank the viewer for reading this chapter so yea thank.

Now I'm going give a little detail how this story going to work. This first chapter is clearly just an introduction. After this chapter there going to be 4 chapter of flash back(not giving no detail) but the next chapter should be submitted by 2 weeks.

After the four flash back things get a little spicy (maybe even the flash back chapter hehe).
So thank for reading.