Fluttershy and Rainbow Dash had been friends since forever. They had been play pals years before they started kindergarten and were buddies for life. But in every good memory Fluttershy had of them when they started school, there was always this little boy who played by himself in the background...

He was the quiet type. And was easy to forget. Even Fluttershy forgot about him, and she was forgettable herself! Whenever kids got together to play, this boy would stay by himself in a corner and play with his favorite toy truck. Fluttershy remembered looking at him and wondering if he was lonely. He seemed content being by himself, but it still would be nice if he had friends. Rainbow Dash had told her to just leave him be.

"If we wanted friends, he would have come to us, cause we're awesome!" Rainbow said with a grin.

Over the years as more new people showed up and more of the kids who were already there transferred to other schools, Fluttershy gradually stopped wondering about him. He was just a classmate to her now. Someone you knew but weren't chatty-chatty with. More exciting things were happening now that they were older, like school dances and fun field trips. Girls started worrying about their looks more than they did about who took their crayons. Boys went from playing with toy figurines to playing sports. In elementary school, everybody wanted to be everyone's friend. But in middle school, everyone began to separate from each other and form isolated groups.

Even Rainbow Dash drifted away from her. It was their first year in middle school when Gilda appeared. To all of them, she was the definition of cool. And that's all Rainbow ever wanted to be. Cool. And so as the year progressed, Fluttershy found herself being left alone more and more as her best buddy for life hung around Gilda and her cronies, Fleet Foot and Black Racer.

One day, as she was walking home by herself, she came across a flyer for the animal shelter. They wanted volunteers to help out there. Curious, the girl went on her way to the Cloudsdale Animal Rescue Center, as that was the name of the place. When she saw all the cute puppies and kittens stare up at her with big eyes, she knew that the animal shelter was her new second home. Everyday afterschool, Fluttershy walked there to meet her furry friends and spent countless hours playing with them.

They were her new best friends, replacing the one she had before Gilda came along...

As sixth grade went on to being the seventh, Fluttershy found herself with absolutely no friend. Rainbow Dash no longer walked to and from school with her, or sat with her at lunch. When teachers gave the class group projects, Rainbow was already looking to Gilda and giving her a thumbs up; they were to be partners. Whenever Fluttershy saw her, she was always with Gilda and those two guys, laughing away at some joke and acting cool. The animals at the rescue center were now her only friends. And Fluttershy survived the seventh grade with just them.

It was during that time that Gilda started teasing her. She would make fun of how timid she was and call her a coward. It hurt her feelings and she was always on the verge of tears when the teasing stopped. At first, the bully made it out as though they were just harmless jokes and Fluttershy was overly sensitive. But then it quickly became more vicious. Gilda pushed her around and smacked her papers out of her hands. Of course, this was when Rainbow wasn't around.

Gilda was the meanest person she had ever met...at that time, anyway. Sunset Shimmer had surpassed her level of evil by a LONG shot. But she was good now so Fluttershy guessed she could forgive her...

ANYWAY, Fluttershy felt neglected for a long time. It was only on the last day of school in the 8th grade that Rainbow Dash came to her senses. All of them had been strolling through the park when Rainbow told Gilda and her cronies about their move to Canterlot. Of course, the 'cool' girl had been outraged and flipped out. It was that day that Rainbow Dash vowed to stay by her always and to never leave her for her own selfish reasons. And Fluttershy graciously forgave her. But it still wasn't enough to stop her from feeling sad.

Rainbow Dash had left her by herself for nearly three years. It was when she was walking home that all the sorrow that she kept inside of herself caught up with her and she sobbed heavily. It was at that moment that the boy she had forgotten about for so long finally made a lasting impression.

Tears streamed down her cheeks and fell to the ground. Choked sobs escaped her lips as she stumbled along the sidewalk. It was getting late. The sun was hanging low in the sky and a beautiful sunset loomed overhead. But Fluttershy didn't take notice. Her pain was too great to ignore.

Even though she regained her best friend, she still felt as though she had lost her. So much time had gone by since the last time she and Rainbow had laughed together, played together...or have even spoken to each other...Fluttershy slumped against the wall of a building and let it all out. There was no use bottling it up anymore.

It was only a short five minutes of her crying her eyes out when she heard a boy's voice.

"What's wrong?"

It was a quiet voice, yet it was firm. Fluttershy looked up at him with teary eyes and stared. Her vision was blurry. She couldn't quite make out who it was...When she didn't say anything, he sat down beside her and said in a gentle tone," You don't have to tell me..."

Fluttershy felt an arm wrap around her and pull her closer to him. Without much thought, Fluttershy laid her head against his shoulder and cried. And there they stayed. The girl didn't know how long they had been there, but she knew it had to be a long time. Through all the sniffling and sobbing, the boy said nothing. He just sat beside her and let her cry on his shoulder. After a long while, Fluttershy's tears stopped and all she could do was sniffle.

The two of them stayed there for some more time in silence. It was a comforting silence between them. It was as if they had known each other all their lives and were familiar with each other's emotions. Like they had gone through ups and downs and loop-dee-loops together, and were forever bonded by an experience only they went through. To Fluttershy, it was a feeling of mutual understanding, much like what she had with Rainbow Dash. After a point in time you didn't need words to tell the other how you felt or what you were thinking. They just knew.

Fluttershy pressed her face into his shirt. He smelled strongly of flour. She sighed and lifted her head. Fluttershy turned her head and looked at the boy. He was looking back at her. Immediately, the girl knew who he was. He was the quiet boy who almost never said a word and kept to himself. Fluttershy took a moment to really look at him. He appeared very different from how she remembered him. Instead of the chubby baby fat face, big brown eyes, and messy orange hair, this boy seemed more well put together. And of course, a lot older.

His hair was curly and a bit darker than what it used to be. His face had more of a shape to it and a tan. The big brown eyes she remembered were smaller now on his face and his nose was as red as a pepperoni. Propped up on his 'Rudolph' nose were glasses that framed his eyes and made them more noticeable, moving attention away from the bright rosiness of his honker. He looked...cute to her.

Fluttershy kept staring at him, amazed at how much he changed. It was only when he removed his arm from around her shoulder and glanced away, blushing, that she realized how close they were. They had been very close. If she had leaned forward just a tiny bit their noses would have been touching. Fluttershy felt her face burn in embarrassment. She quickly moved away and apologized, stuttering all the while.

The boy smiled at her and told her it was alright. Fluttershy smiled back. He stood up and helped her to her feet before turning to leave. Without thinking, Fluttershy grabbed his shirt.

"Wait."

In surprise, the boy turned around. Fluttershy felt herself freeze in place and she nervously tried to think of what to say.

"Th-Thank you...for that...I, um...I'm sorry if I inconvenienced you..."

"It's ok. You didn't...You're welcome."

"...What's your name..?"

The boy smiled at her, his eyes shining.

"Caesar. Caesar UpperCrest."

Author's Note

I had to. Because romance.