Up in the Clouds, Down to Earth

Fluttershy has never been to a party before.

Well, not like this, anyway. She'd gawked at the cloud house as they flew up to it, a rich and sprawling one, much bigger than the little one-clouder her parents had. She'd expected them to land and quietly walk in – maybe meet his parents, introduce themselves politely and then make quiet conversation or play a board game or something, in someone's room. With the door open, of course.

But she hadn't had to meet anypony's parents, thankfully – the thought of meeting Heartthrob's parents terrifies her. It didn't look like his parents were around at all, if they even –

She realizes with a start that she doesn't even know whose house she's at.

But there are plenty of ponies here, all laughing and talking and looking like they're having a good time. She recognizes most of them, all of them from her school, none of them her friend. Loud music and voices, the stale smell of sweat and something else she can't quite place, they all beat at her, keeping her head bowed and her wings curled in tight.

She darts her eyes around. Heartthrob is right next to her, which would be okay, but... Rainbow Dash?

She can't find her friend. She lifts her head, craning it around and around, her breath picking up to a high pitch and –

Oh, there she is. Rainbow Dash is chatting up a group of taller stallions, all of them awkward with gangly muscles. She's hanging onto her date, which is weird because she'd barely talked to him all night until then. But she looks happy enough – of course she is. Everypony else here is on the flight team.

"Hey?"

She turns to her... her date.

"You want a drink?" Heartthrob asks, grinning right at her.

She's not thirsty. But she's supposed to have a drink, right? She nods at him, managing a shy little smile.

He walks off, and she can't help but watch him go – oh, how he goes! – but then she realizes she's alone, in the middle of a crowd, and she can't help but shrink in again. It's loud. So, so loud, and she sees very little except her bangs falling into place over her eyes.

She tries to take a deep breath, expecting at any moment for one of them to realize she's here, to call her out and draw everypony's eyes and then they'll laugh and yell and throw her out just like...

A hoof lands on her shoulder, and she yelps like a little rodent.

"Whoa!" Rainbow Dash says, pulling her in closer. "Chill out, 'Shy! Isn't this awesome?"

"Um... yes?" she says, shakily.

"So you're hitting it off with ole' HT, right?" Rainbow Dash says, shaking Fluttershy a little. "You so are! I saw him checking you out, he is totally into you!"

"...He is?" Fluttershy blinks a few times – they'd sat together, had dinner together, sure. But he'd hardly said two words to her – she'd spent most of the date listening to Rainbow Dash chatter, and the stallions had talked mostly to each other.

"Yeah, man, you got this!" Rainbow Dash prods her with a hoof, leaning in a bit too much. "Just like I was sayin', I set you up, and you got this."

"I... got this?"

"Yeah, you know..." Rainbow Dash leans in even closer, waggling her eyebrows. "You GOT this. Go for it, girl!"

Fluttershy stares at her, her eyes huge and lost. "...Got what?"

Rainbow Dash rolls her eyes, smiling gleefully. "Some action, duh! It looks like you're in for it, too, this one time I saw –"

After that Rainbow Dash says a few things that Fluttershy tries with all her might to pretend not to hear, pretending instead to only pick up a few phrases like "not bad" and "I mean, we were flying and it was kinda far but still."

So maybe she is listening, and maybe she did want to hear, and maybe her heart is beating faster and her wings are fluffed just a bit. But that isn't the important part.

The important part echoes in her thoughts. A tiny smile sparks and slowly grows, warming her right down to her chest.

"He... he really likes me?" Fluttershy whispers. "Are you sure?"

"Positive!" Rainbow Dash yells. "Oh, he's coming back! Remember what I said!"

And then Rainbow Dash is gone. Fluttershy is hardly alone for a second, though, a brief flash of being cold outside before basking in the warmth of... oh goodness.

"One for you," he says, balancing a cheap plastic cup on one wing. He flashes a grin at her as he holds it out and she just about swoons – she'd never thought that look would be pointed at her, melting in it's full glare.

"Um... thank you," she says, breathily whispering like she always does. She tries to smile through it, and then somehow she does.

He likes her – Heartthrob likes her! It's okay!

She takes the cup with a wing, instantly forgotten. She beams up at him, just staring all the words she knows she'd never say.

Heartthrob doesn't seem to notice. He looks around before flashing her another grin. "Kinda loud down here, huh?"

"Mmm-hmm!" she nods emphatically.

"You wanna come with me?" he says nodding towards who-knows-where. Somewhere good, probably.

She nods again, and then she's following him. She stares as she follows, then realizes she's staring and stares everywhere else, blushing furiously. The house seems beautiful, with big rooms and vaulted ceilings and statues next to paintings of clouds in dawn and dusk and by nighttime stars, but she doesn't see any of it.

They're walking away from all the noise, fluttering up with an easy flap of wings, into dark hallways and what can only be empty bedrooms.

Fluttershy's heart picks up even more, gently pounding now. Maybe this is it. Maybe this is... no that's not nice, don't think of it like that, Rainbow Dash went to all that trouble just for you.

But she can't help it. The thought finds voice anyway.

Maybe this is where the date will actually be nice?

Oh, that's so rude. She winces at that voice, that mean voice she hears sometimes – the date WAS nice. Maybe they hadn't really talked, but they hadn't been alone together yet. Maybe Heartthrob laughed when Rainbow's date said that mean thing, but that's his friend and he's supposed to laugh and... maybe...

So what if he'd barely looked at her? The few times he had, he kept glancing down at her wings, and for every bit it lit a little fire of joy in her, for some reason it made her want to cringe away.

She shook her head. No, this won't do, she should be happy, she should be happy after all Rainbow Dash did and now she's here.

HERE. Wherever that was.

With HIM.

"Heh, you alright?" Heartthrob asks her, giving her a funny look.

"Hmm? Oh." They are alone now, drifting down into an empty hallway. "Sorry, I..." she starts to whisper.

"So," he says, sitting down on his rump to take a swig of his drink. "Cool party, right?"

"Umm..." She bites her tongue. "It's... nice." She sits down too, cradling the foamy drink in her hooves, holding it just close enough to pretend she might drink it.

"I've never seen you out before," he says, glancing at her wings every other word. "You know, out."

"Oh. I..." she mumbles. Desperate for a distraction, she sips at her drink, instantly regretting it. She's terrified for an instant that he'll see her scrunch up her face in disgust, gagging at the stale, bitter taste. But he doesn't seem to notice at all.

"It's cool," he says smoothly. "I feel kind of dumb about it... it was fun, hanging out with you tonight. I don't know why it took me so long to ask you out."

Fluttershy's heart sings, almost as much as it had when he came to her.

Fun!

With her!

"Oh, that's okay!" She nods a few times for good measure. Maybe it wasn't that fun before, but it's fun now. She knew it would get better when they were alone.

He chuckles quietly. "It's funny... I mean, I knew you were pretty, but I really like you, too."

Fluttershy even forgets to blush. She openly gawks at him. "You... you think I'm pretty? Really?"

"Oh, yeah... you could be, like, a model or something. Easy."

She snorts, instantly cramming her muzzle into her cup to stifle it. Now she remembers to blush.

"I really like your wings," he says, letting his gaze linger longer than usual.

They snap tight against her sides, shivering under his eyes.

"You think maybe I could preen them for you?" he asks, not even blinking. Still holding that suave smile somehow.

Fluttershy gawks again, very differently this time. He could... but that's... nopony's ever done THAT to her. Not since her mother.

"I don't know, they've just got a nice shape to 'em –" He steps closer to her.

Fluttershy shrinks back, her cup trembling in her hooves.

"Whoa, heh." He stops, still grinning at her, still easy and cool and oh-so handsome, like nothing's wrong at all. "Relax, filly, you've just got really great wings."

"...You too," she says. It's true – his are two-toned, the whites of his coverts and secondaries offset by shining silver feathers in his primaries. She's always loved staring at them, so... if he's staring at hers, that's good, right?

He steps closer again and she holds her ground this time. She can feel tingling in her feathers, feel them fluffing out, aching for a pair of tender lips and gentle teeth to run through them. It's almost like a thousand dreams she's had, idle, secret fantasies and sweaty, subconscious night imaginings both.

But not quite.

"...Shouldn't we go back downstairs?" Fluttershy asks, sitting up straight and rigid. "We shouldn't get caught."

He chuckles again, leaning in close to her. "Don't worry about that, this is my buddy's place. His whole family's out." He lingers at her side, hovering over her, only a little taller but certainly bigger, grazing her ear with his breath. "We could use any room in the house."

Her breath catches, killing a gasp halfway up her throat. Her heart is pounding, this is... nice? Good?

They've barely even talked.

"I don't really need my wings preened, thank you," she says, woodenly, inching away on stiff hooves.

"That's okay," he says. "I didn't really want to preen them."

And then he presses his lips against hers.

Her eyes shoot open, seeing nothing but a blurry mess. The rest of her freezes up – first kiss! First kiss, first kiss finally, finally, after all... first... kiss?

Her eyes are supposed to be closed. She slams them shut, mumbling a muffled squeal of apology.

She feels him smile. And then she feels his tongue against her closed, tensed lips.

She yanks her head back, feeling a high-pitched whine building in her chest. He's got her pinned against the wall, one arm over her, leaning over her head, looming in close.

"Um... Heartthrob, I like you but..." she whispers. She can't see his eyes, can't raise her own to meet them. She just sees his cocksure grin, that same grin she's seen every time she's cornered.

"Oh man... is this your first time?" he says.

"Can't we just talk?" she asks.

"Oh, come on!" His grin shrinks, just for a moment, the line of his perfect teeth narrowing over her. "You don't really wanna talk."

"Um, actually I do, if that's okay."

"You really gonna be like that? After I bought you dinner?"

Her gut wrenches as she realizes her heart isn't pounding with excitement. She cringes under him, feeling cold trembling in her hooves and icy sweat creeping under her legs.

"Come on, I like you." He nuzzles against her, rough and hot and she swears it actually hurts, her skin stinging and cringing everywhere he touches. "I wanna make you feel good."

She forces her head to shake. "I'm sorry, but I –"

"But you what?" he almost growls in her ear. "I thought you liked me?"

"I do but I –"

She runs out of breath, darting her eyes back and forth, Rainbow Dash where are you oh Rainbow Dash why please save me again.

"Come on," he says again, pressing closer against her, definitely not brushing something hot and hard and angry against the coat on her belly. "Just relax, it'll be great..."

She lets out a panicked little whine that draws out into a wailing kind of moan, squeezing her eyes shut so tight it hurts. "...why...?"

"Why what?" She feels his arms rest heavy on her shoulders.

Why, she wants to cry out. She feels tears gathering in the corners of her eyes. Why?

I thought you liked me?

"Just relax, it feels good," she hears grunted in her ear.

"...no."

"What was that?"

"...I don't want that," she says, almost audible, shakily mouthing every word. "I don't want this."

"Aw, come on, don't be like that."

"Please don't," she says.

He leans in closer, crushing her against the floor. "You'll like it."

A small part of her says that maybe she will like it – he's a nice pony, isn't he? Maybe he knows what he's talking about?

The rest of her is soaked so thoroughly in panic that she just cringes, her back to the soft cloud wall, her wings pinned against it.

He kisses her again, just a quick peck against the side of her muzzle. She whimpers pathetically.

"You'll see," he says. "Turn around."

She doesn't move.

"Come on, turn around."

No, she says in her head, loud enough to ring in her ears. No, no, no, no, no.

"Turn around," he growls, nudging her with a foreleg.

She's crying now, sobbing silently, and she hates it, hates that he's saying these things to her, hates that she can't just be happy after getting everything she's ever wanted, hates this stupid house in this stupid city and every stupid pegasus who ever lived.

He's pulling at her, yanking her shoulders with his forelegs, trying to pull her down off her rump. She stiffens up, resisting without moving, still keeping her eyes slammed shut, her own forelegs curled tight against her chest.

"Quit being such a prude," he says, casually, sighing a little. She can hear him shaking his head.

No, she whimpers again. She shakes her head at the floor.

"I swear, if you don't chill out and be cool with this –"

She can't hear him anymore. There's a roaring in her ears, something rising up in her gut, something burning and huge and so hurt it feels like her heart's stopped, like there's something clawing its way out of her lungs and it was way past pissed off a long time ago.

She feels him nuzzle against her again, whispering something in her ear, something low and angry and mean, and whatever it is drives that thing in her chest over the edge.

"NO!" she screams, flailing her hooves up – she knocks his arms off her, sends him reeling back, out of surprise or actually being pushed she doesn't know. He falls back on his rump, blinking at her, slack-jawed.

She blinks back, panting, shaking all over – how did her hooves get up there? Why are her wings flared out? Her face feels funny, twisted up into some kind of sharp shape, pointed at him so hard that he just sits there, frozen, staring back at her.

And then it's gone. She's small and alone and scared again, and she shrinks instantly.

He shakes it off, and gets back on his hooves. He snorts, flaring his nostrils, and tenses up, prowling, grinning at her like prey, flapping his wings up high.

Fluttershy knows that look. More importantly, parts of her that can still move know that look, and they do what she can't think to do.

She turns and runs, pushing her hooves so hard she tears little divots in the cloud beneath them. She runs, panting and whimpering, flapping her wings as hard she can, running down the hall and back down and through rooms with light and ponies and curious faces staring at her, runs past everything because he's right behind her, he MUST be, right behind her so close that if she slows down or even looks he'll catch her and then it's all over and every breath is a rasping, burning, whining fight to the end.

She runs, and flies, and before she even knows what's happening she's out a door and in cool night air, tearing across the sky in no direction whatsoever, sobbing so hard she's choking. She speeds across the stars, not slowing down until feelings come back and the aching in her wings and chest sends her drifting down, down past houses and open, flat clouds for living and playing and working, down past all that to the tufts of cloud below, left behind for the poor earth ponies.

She plummets into one, landing hard with a soft poof, sending bits of cloud sputtering into nothing.

She pants for breath, curling up against the cloud, curling against her own legs like a crying little filly. This is it, she can't run anymore and he's going to get her, and there's nothing else and... and...

Nothing happens.

She forces one eye open, peeking behind her. There's nothing but stars.

She's alone.

And then she feels it, everything, the sweat and the tears and the pure animal adrenaline coursing through her tired veins, her whole body letting out an exhausted breath.

She's alone. She's safe. She's safe, because she's alone.

She lies against the cloud, shaking in that awful way muscles do when they truly have nothing left, just trembling with emptiness.

Her throat hurts. She tries to sniff and clear it, and she just coughs, dainty little hacking noises.

"...Fluttershy?"

The voice comes drifting to her from somewhere nearby, and she almost burrows into the cloud, desperately digging in and hiding for her life. But her limbs refuse to move.

"Fluttershy!"

She starts to cringe at the noise.

"Fluttershy, where'd you go?"

She opens her eyes. She knows that voice, not a mean male voice, but...

"Fluttershy, where – Oh, there you are! Jeez, Fluttershy, I was worried!" Rainbow Dash swoops down, making a swift and perfect landing next to her.

Fluttershy just stares at her, feeling tears and snot still drying on her face.

Rainbow Dash gives her a look – one of those Rainbow Dash looks. She tsks and shakes her head, letting out a sigh for dramatic effect. "You blew it again, didn't you?"

Fluttershy just keeps staring at her, her tongue frozen in place.

"Man, everytime," Rainbow Dash rolls her eyes. "I set you up with some guy and you chicken out, again."

Fluttershy chokes out one loud sob, shocking herself. She throws her front hooves at her mouth, terrified of what she just let out.

Rainbow Dash halts, forgetting whatever she was about to say. She raises an eyebrow at Fluttershy. "...You okay?" she asks.

Fluttershy shakes her head no. Then she nods her head yes.

"Nuh uh, don't even. What happened back there?" Rainbow Dash says, glaring at her.

Nothing, Fluttershy tries to say. She just croaks instead.

"Whoa, whoa, Fluttershy... did he hurt you? Did he try anything funny?"

Fluttershy bows her head, hiding her eyes under hooves. This is awful – everything is awful, everything's gone wrong and now Rainbow Dash will never talk to her again, just like everypony else.

"That... son... of... a... BITCH," Rainbow Dash growls.

Fluttershy dares to peek out, and her eyes go wide at what she sees – Rainbow Dash in attack mode, wings flared, hoof stomping, thousands of years of proud warrior tradition coursing in her blood.

"Kill him. I'm gonna kill him!" Rainbow Dash says.

"Oh please don't!" Fluttershy says.

"That guy is dead. DEAD. Right now!" Rainbow Dash yells, ignoring her.

"No! Please, Rainbow Dash!" Fluttershy throws her hooves out, begging.

"Just... just go home, Fluttershy. I'm gonna take care of this," Dash says, prepping for takeoff.

"I CAN'T!"

Dash stops mid-spring, turning her jump into a mere hop in place.

"I can't!" Fluttershy yells again, somehow crying even more. "I can't, I can't go home I just can't, please don't go!"

Rainbow Dash, for once, says nothing. Instead she stares at Fluttershy, a dumb, empty stare of shock.

Fluttershy crawls closer to her, a mewling mess of a pony, crawling and dragging her limp rear legs and wrapping her forehooves around Rainbow Dash, anchoring her to their sad little cloud. "Please don't," she cries into Rainbow Dash's coat. "Please don't go, don't go back, don't leave me please..."

She clings to Rainbow Dash, sobbing and muttering the same few words over and over, not even hearing it anymore, nothing in the world but Rainbow Dash to hold on to.

Rainbow Dash slowly, one reluctant muscle at a time, unwinds and settles her hooves. She just stands there, for what feels like years to Fluttershy, her arms burning as they hold on to Dash for dear life.

She feels Dash wrap an arm around her. And then another. And for some reason it makes Fluttershy cry even harder, wracked with spasms every few breaths, muttering nonsense against her only friend.

They sit like that, on their cloud.

And after some time, Fluttershy feels tears dripping into her mane, soaking the top of her head.

• • •

It's different. It's all very different, now.

Fluttershy raises her head, cooing silently at the feeling of grass brushing against her belly with every slight move. She sighs and smells trees and moss and flowers, not the heady chill of the upper air. No cloud could ever be as soft as dark, rich earth.

She wipes at her eyes with a hoof. Dry. Dry! She had only cried a little bit! That hardly ever happens!

She feels tugging on her mane and looks down. A squirrel is chattering at her, sitting up on its hind legs and waving its arms around. She listens very carefully, smiling and nodding.

"Of course you're right," she says, triggering a sure nod from the little creature. "I know you're right, it's just hard!"

A beaver at her side barks a few words of encouragement, gently patting her foreleg.

Fluttershy listens again, taking a moment to choose her answer carefully. "Well I don't really know, I suppose. I know he's a nice pony, but when I try to talk to him I just..."

A sparrow lands on her head, hopping its tiny little feet into her mane over and over as it chirps at her.

"It is just like when I try to talk to other ponies, but so much worse," she explains, shivering at the thought. She bows her head and pouts. "I don't know what's wrong with me."

A duck quacks at her quizzically, staring and waiting.

"Well I guess it is..."

A trio of mice draw her attention, all squeaking her praises.

"Maybe I am..."

A large frog croaks at her, sounding far less grumpy than it looks.

"If all of you say so..."

The animals around her erupt into a tiny, adorable rabble of sound, all waving and jumping and smiling at her as much as they can.

Fluttershy wants to hide and blush, but she's smiling back so hard her cheeks hurt, her chest swelling with some strange feeling. She sits up a bit. "You know what?"

Her crowd of friends calms down, eagerly hanging on her words.

"You know what? You're right! All of you are right!" She stands up, feeling Angel balance on her back, blinking at her new, assertive pose. "I can do it! I know I can do it!"

Her friends cheer for her, just like last time.

"I can't give up! I won't give up!" Fluttershy yells. "I didn't give up when a dragon was attacking my friends!"

No! No I didn't! I can talk to him, I know it!

"I didn't give up when that mean cockatrice was after those fillies!" she goes on.

She feels Angel nodding along with her and turns to catch him looking happy for once.

"And I even helped Rainbow Dash make a tornado!" Fluttershy says, beaming and brimming with confidence. "I can fly in front of other ponies! I can talk to ponies who aren't my friends sometimes! And I can..."

...I can even... maybe...?

"I can ask Big Mac out on a date!" she says, grinning, her wings tall and proud.

Well... maybe apologize to Rarity about last night first.

She falters, just a bit.

Should probably apologize to him too.

She nods, only wilting a little.

Maybe just apologize to everypony and hope they all forget about it.

One of her forelegs, raised in a triumphant pose, softly falls back down.

"Oh... I don't know..."

Angel slaps his forehead, glaring at her with all his miniscule bunny might.

"What if... what if I can't do it?" Fluttershy says, her wings drooping back into place.

Angel looks like he's about to kick her upside the head, and she cringes. But it's not as easy as all that – it's so much worse now. How could he like her, after last night? After she ignored him and ran away like that. Why, he probably thinks...

What if he doesn't like me?

She shrinks under the thought, like she always does, loathe to even think of it but unable not to. It's hopeless now, utterly hopeless, and she should just... just...

She's so busy wallowing that she doesn't notice the animals gathering closer around her until they're practically huddled around her, showing all the concern their little bodies can. She looks around at them, blinking, and checks over her shoulder – even Angel looks sad for her.

No.

No?

NO!

Fluttershy feels that thing in her chest again, that strange thing that makes her feel full and light and strong somehow, on the rare occasions she's felt it. It's thrilling and strange and powerful, but it's also...

NO. No more of this sad sack Fluttershy. I want him and he is MINE.

Scary. She sucks in a tense breath. Calm, calm down, be nice Fluttershy, dial it back a little...

He's MINE, I want him and I'm going to...

Dial it back a lot. Her own voice growls in her head and blows out a few angry snorts, glaring and pacing it off.

Going to apologize for last night and calmly demand he stay still while I hold him down and

More. Dial it back more, there's a good girl, almost there.

Talk. Calmly talk and have a nice chat and maybe get to know each other.

There. Much better.

She sees the grass and trees around her again, and... her friends. Her friends, shrinking away from her, meekly gawking as they slowly back away. She can feel Angel hiding in her mane, peeking out in a rare show of terror.

Look what you did!

"Oh!" she gasps. "I'm so sorry my little critters, I was just... um... thinking?"

She smiles uneasily. Her friends stay near her, still tensed to run away. It's her fault – again, always. She forces her smile even harder, putting on the easy, calm voice her animal friends know.

"I think all of you are right," Fluttershy says, nodding and beckoning for them to join her again. "You're right, of course you're right. I can't give up. After all, one of my best, prettiest, most romantic friends in the whole world is helping me, and if she..."

"Hey! Hey, I think I found her!"

Her animals all startle, turning their heads and freezing. Fluttershy does the same, not really meaning to, but the loud, brash voice was pretty startling.

A blur of rainbow lightning bursts through the trees, throwing leaves everywhere. The animals, already on edge, scatter in panic. They vanish into the undergrowth so quickly and silently that Rainbow Dash never even sees them.

"Hey... 'sup?" Rainbow Dash says, all cool and casual as usual. She lands next to Fluttershy and doesn't wait for an answer. "Pinkie! I found her!"

She looks around, and Fluttershy follows her eyes. They're alone, except for the grumpy little rabbit on her back.

"PINKIE PIE!" Dash yells. She looks around one last time and shrugs. "Whatever, she'll catch up. So, uh... you okay?"

"Am I okay?" Fluttershy grins badly, cringing at the look she knows Angel is giving her. "Whatever do you mean, Rainbow Dash?"

"Oh, come on. I heard about last night."

Fluttershy's grin falls apart. She tenses up as Rainbow Dash sits next to her, but only for a second.

"I mean I only heard a few things," Rainbow Dash says. "What happened?"

Fluttershy sighs loudly, resting her head on Rainbow's shoulder, the way she wishes she could with Mac. If only it was this easy with ponies she hadn't known her whole life. "I..."

That's all she gets out. She tenses up again.

Nothing we haven't talked about a hundred times before.

She stares at the grass in front of them, feeling Rainbow Dash impatiently waiting.

"...You...?" Rainbow Dash says.

And I know what you're going to say. And you're right. Of course.

"...I don't really want to talk about it," she says.

"Sure you don't." Dash shrugs her shoulders, shoving Fluttershy into eye contact. "How bad?"

Fluttershy stares back at her – Dash knows it was bad. Her eyes want to narrow at her friend, but she keeps them still.

"Okay, so..." Dash holds up her forehooves, weighing the possibilities. "Are we talking, like, 'that time you puked in the birdbath' bad, or 'that time you tried to talk to a guy and molted all over him' bad?"

Fluttershy blinks, staring at nothing while she tries not to remember those incidents. Of course, she does remember them. All too well.

With Rainbow Dash around, how could she ever forget?

No, no it's not... it's not her fault, that's just Rainbow Dash.

"...It's all my fault," Fluttershy mumbles, burying her face in her hooves.

"Aw, 'Shy, come on..." Rainbow Dash rolls her eyes.

"It is! It's all my fault, again, and I messed everything up and I'm a stupid, stupid pony and I messed everything up because I was too scared," she says, bowing her head. "...Again."

"Come on, man, cut it out," Rainbow Dash says.

Most ponies would bristle at that. Fluttershy speaks Rainbow Dash fluently enough to tell that it was trying to be sympathetic. She barely flinches.

"I want to cut it out!" Fluttershy says, writhing in adorable hysterics. "I wish I could cut it out! But even with Rarity helping me, I couldn't do it and I tried and I messed it up and now he probably thinks I'm some kind of... strange... something."

"Scaredy pony?" Rainbow Dash offers.

"Maybe," Fluttershy pouts. "Maybe he thinks I don't like him. Maybe he thinks I don't like parties. Maybe he thinks... oh! What if he thinks I don't like stallions?!"

Rainbow Dash snorts and chuckles, wryly looking away. "Well I mean, all that time you spend around Rarity..."

"Oh, stop that!" Fluttershy narrows her eyes.

As if Rarity was the one I should be worried about.

"You leave her alone," Fluttershy says, glaring just enough.

"Not to mention all that time you spend around me." Rainbow Dash giggles and snorts, shaking her head. "Wait, did you say you tried?"

Fluttershy goes back to cringing.

I did. I did, oh I did, I swear, and it was a total, complete mess.

She shakes her head.

Then she feels Rainbow Dash lay an arm over her withers. She looks up to her friend, not sure what's happening.

"Hey, that's awesome," Dash says.

"That's... what?"

"That's awesome. You really tried? Like, you went up to him and said hi?" Rainbow Dash asks.

Fluttershy wastes a long moment staring at her, but it looks like Dash is really asking. She nods yes, then catches herself. "Well, I didn't really. I tried, and I looked at him and he looked at me and he tried to talk to me and then..."

And then stuff happened. Bad stuff.

Rainbow Dash gives her a quick squeeze. "Wow, badass!"

Fluttershy keeps gawking at her. Still no sarcasm, she's pretty sure.

"Gotta start somewhere, right?" Dash says, smiling sure and strong and simple.

Fluttershy blinks at her. She's right, for once.

But... she's Rainbow Dash.

But things are different now.

So, so different. I have OTHER friends, too.

Maybe it is really that simple. Maybe this is just the start and not the end. Maybe...

They both turn, their ears twitching towards the bushes. Something is crashing its way through the brush towards them, bouncing along with wild abandon. Something loud. Something smiling.

Something pink.

Oh GOOD. Just GREAT.

"...Lookin' for Fluuuuuuuttershy, lookin' for Fluuuuuuuuttershy..." Pinkie sings as she bounces, freezing in mid-air the moment she sees them. "HEY!"

"Took you long enough," Dash says.

"Found you!" Pinkie yells, running over to meet them. She freezes again, stopping impossibly mid-stride. "Wait! Are you guys having a mushy-best-friends-heartwarming moment?"

"Uh...?" Dash says, as if she means no.

"...kind of." Fluttershy nods. Surprisingly, she doesn't say.

"Oooh neat! Me too me too me too!" Pinkie rushes over to them and nestles down on Fluttershy's other side, trapping her under another foreleg, sending Angel angrily darting off to lay on the grass.

"Oh, I just... I just LOVE YOU GIRLS SO MUCH!" Pinkie yells, full of cheery maudlin melodrama. "YOU'RE LIKE SISTERS TO ME!"

"Uh, ew?" Dash says, leaning away. "You really gonna call me your sister, after this morning?"

"You know what I mean, you silly billy!" Pinkie says, booping Dash on the nose. "So what's got you all mopey sad-pants, Fluttershy?"

"...pants?" Fluttershy says.

"She tried to talk to Big Mac last night but it didn't go well," Dash says.

"Oh no!" Pinkie says in hushed terror. "He didn't like you?"

"Well, not exactly..." Fluttershy says.

Not like that. Not at all. He tried to talk to me.

She gasps as she thinks it over, feeling even more stupid than before.

He tried. He really, really did.

"Did he take one look at you and go," Pinkie squares her face up, belting out an empty drawl, "eeeeeeeeeeenope?"

"...No, he tried to talk to me," Fluttershy admits, blinking as she says it, the words taking solid form as she says them.

"Yeah, sounds like he's into you," Dash says, shaking Fluttershy for good measure.

Lying. Lying to make you feel better, you sad, weak –

"But I ran away," Fluttershy says.

"Oh, that's perfect!" Pinkie says.

"It is?" Fluttershy and Dash say in unison.

"Sure! Now you get to go up to him and tell him you ran away because you were nervous because," Pinkie leans in close, whispering the next part with an insane kind of glee, "because you think he's so hunky!"

Fluttershy can't help a quiet laugh coming out as a shocked snort.

Just TELL him?

Pinkie is crazy. She's always crazy.

If I could just tell him...

"Ha! Man, I would totally do that," Dash says. "Sorry dude, I just couldn't take being so close to your hotness. Had to back off for a minute. You're like a blinding maelstrom of hot!"

"Oooh, Dashie, big word!" Pinkie says. "That sounds like that one part in Daring Do and the Ark of the –"

"Yes! Exactly!" Dash leans over Fluttershy to point a hoof. "Daring Do was like, look away! Close your eyes, whatever you do, don't look at Mac's beefiness!"

"Haha, yeah! That hottie will melt your faaaaaaaaace!" Pinkie says, waving her hooves right in Fluttershy's muzzle.

Fluttershy can't think to laugh. Pinkie and Dash are doing plenty for her, giggling and snorting and pounding their hooves in the grass.

They're a little much, sometimes, but...

Things are different now.

Pinkie and Dash are always, always together these days, or at least it seems that way to Fluttershy.

Different.

Dash is different now. She doesn't brag quite as much. Doesn't preen and boast and challenge, doesn't raise her voice over every little thing.

Things are better.

And Pinkie is... well, Pinkie. Fluttershy can't help but smile. "He is kind of..." she shrinks and blushes, "...hunky."

"YEAH he is!" Pinkie nods. "Hunky like a bran muffin!"

"What?" Dash starts to protest, but shrugs it off. "Anyway, so what are you gonna –"

"Ooh, no, hunky like a chunky cookie!" Pinkie tries again.

Fluttershy gives her a little "why not" shrug.

"Like a monkey?" Pinkie says.

"Yes, like a monkey, whatever." Dash waves her off. "So Fluttershy, are you gonna give it another shot? Or are you gonna give up?"

"Yeah! What's the plan, marzipan?" Pinkie yelled, apparently stuck on rhymes for the moment.

"Oh... well actually, I was trying to decide when you found me," Fluttershy says.

"That's my girl!" Dash says proudly, assuming the best.

Fluttershy gives her a flat look. "I don't know..." Fluttershy says.

"Aw, boo!" Pinkie yells. "Come on, Flutters, you gotta melt his hunky heart! Go right up to him and say," she grabs Fluttershy in her arms, leaning in and crooning in a low bass, "let's make some romance."

That makes Fluttershy laugh, finally, a loud guffaw – not so much at the joke. Pinkie and Dash both said the same thing, basically, but somehow Pinkie made it sound funny and nice and... possible, in its own silly way.

How does she do that?

Maybe she is crazy. But it's a good kind of crazy.

"Or maybe you just talk to him a little," Dash says.

Fluttershy gawks at her.

Or maybe I'M crazy?

"You know, like normal and stuff. I mean, he talked to you before, right? He'll probably try again," Rainbow Dash says.

Pinkie Pie drops everything to join Fluttershy in gawking at her.

"Wait," Pinkie asks in a daze, "did you just give good advice?"

"Right?" Fluttershy says. "I thought I misheard her."

"Haha, laugh it up," Rainbow Dash says witheringly, pushing Fluttershy hard enough that she nudges Pinkie. Then Dash wraps Fluttershy in an arm and holds her close again. "'Shy is my girl since old times. Way back in the day. You know I've always got her back."

Fluttershy starts to relax in Dash's foreleg, feeling free and happy and almost forgetting all the usual reasons she isn't.

Rainbow Dash always has her back.

She does. She always does. She is a GOOD friend.

Fluttershy looks back and forth at the ponies surrounding her.

They're BOTH good friends. Better than I deserve.

"Well... maybe you girls are right," she says. "Maybe I will talk to him."

"Yay!" Pinkie yells.

"But I should talk to Rarity first," Fluttershy says. "She's the one who's been helping me with all this."

"Boo!" Rainbow Dash yells it this time. "Jeez, all the junk she's probably putting in your head. Can you imagine how Rarity asks a pony out?"

"Why, my good stallion pony gentlecolt!" Pinkie Pie says in false manners, making a joke of a bow. "Soul mates such as we should prance through each other's hearts in perfect harmony!"

"I do say, verily!" Rainbow Dash sits up straight as a board, nose high in the air. "Perhaps we may make an attempt upon a date most formal and fashionable?"

Fluttershy catches herself before she rolls her eyes – she knows they're joking.

Just joking. Not mean. Just joking, calm down...

After all, she wouldn't mind prancing around with her soulmate.

"You know what I'd do?" Dash says.

Uh-oh.

Fluttershy sighs – she knows what Rainbow Dash would do.

"I'd go right up to him – not even say anything – and just..." Rainbow Dash flares her wings straight up, nodding at them and then at an imaginary Big Mac somewhere in front of them. "Yeah. You like those? Yeah, I thought so."

Fluttershy catches herself again – she just nods along, like she always does, playing along with Dash.

"Hee hee! Oh, Big Mac!" Pinkie says, doing an uncanny Fluttershy impression. "Come plow my orchard!"

That doesn't even make sense.

But Fluttershy smiles anyway, just a little, blushing and shrinking under her bangs. She could never, not in a million years...

"Um... yeah..." she says quietly. "I think I'm just going to ask Rarity. Thank you, though. Both of you."

"Yeah..." Rainbow Dash quiets down, staring off into the trees. "Probably a good idea, honestly."

"Mmhmm," Pinkie says. "She's the most romancey of all of us. No question!"

The three of them sit together, pausing quietly somehow despite the presence of Ponyville's two loudest mares. Fluttershy starts to lean against Rainbow Dash, but then wobbles towards Pinkie – her mane makes a better pillow any day.

She sighs loudly, safe and cozy even with the guilt gnawing at her gut.

These are my friends.

She squeezes her eyes shut, snuggling into Pinkie's mane.

My FRIENDS.

They're right. They're her friends, and they are good ponies, and they're right. Her friends are right, animals and ponies both. This can work. She can do it. She has to.

"You know," Fluttershy says, "I know you were joking, Pinkie, but..." She trails off, watching the grass not move all around them. But only for a second. "I really do love you girls."

"I wasn't joking!" Pinkie hugs her close, snuggling against her side. "I love you too, Flutters."

They both turn to Rainbow Dash, who's making a point of leaning away. "Aw, you guys are cute," she says, not really pulling off mean.

"LOOK AT ME I'M RAINBOW DASH, I'M TOO COOL TO BE LOVEY-DOVEY!" Pinkie yells, climbing over Fluttershy and glomping Dash in a lung-crushing hug.

Fluttershy watches them tussle and laugh and wrestle in the grass next to her, and it's good. Everything's good.

She glances off, towards town. It's getting late, and she has a Boutique to get to.

And after that?

Sweet Apple Acres sounds... nice.

• • •

"Fluttershy?! This is perfect! How did you know?" Rarity says the moment she opens the door.

"How did I know wh–" Fluttershy starts to say, stopping mid-breath.

Something was off about Rarity.

"Come in, quickly! I was just going to come find you!" Rarity says, dragging her in like she usually does when she needs Fluttershy's modeling expertise.

Fluttershy follows along, side-eyeing her friend. It's not that she looks frazzled and tired, even if it's only a little bit. It's the end of a long workday, and sometimes even Rarity lets that wear her down. No, it's not that.

"I was just putting together a stunning dress for you, and you happened along at the perfect time," Rarity says, leading them upstairs to her most private workroom.

Fluttershy keeps following. It couldn't be the harried intensity that Rarity had – that happened all the time, too, when inspiration struck the fashionable unicorn. There were times when Rarity was just in the zone, and that was that.

"Now I know it doesn't look like much yet, but I think you'll see what I'm going for. And I do so need to update your measurements. I think it's been weeks since I last..."

"Rarity!" Fluttershy says, putting a stop to Rarity's spiel. Rarity turns and blinks at her, the measuring tape looped over her neck swaying.

Fluttershy stares back. Okay, maybe a little more tired and frazzled than usual. But it couldn't be that.

"Fluttershy? Is something wrong?" Rarity says.

Is something...? How can you even...?

"I'm sorry," Fluttershy says.

Rarity purses her lips, looking genuinely confused.

"Last night?" Fluttershy says.

"Oh. Oh!" Rarity's eyes go wide, and the lets out a hollow laugh. "Right, of course. It's fine, dear, think nothing of it!"

"It's... fine?" Fluttershy takes a second to ponder that idea, but Rarity leaves her behind. She rushes to catch up. "But I yelled at you!"

"Fluttershy, please. Water under the bridge."

"And then I ran away! After all that!"

"Like I said, no need to even apologize. Perfectly understandable."

Fluttershy pauses at the last doorway – she disagrees, of course. But how...?

I mean, I know Rarity's a nice and wonderful pony but this is...

Great? Amazing? Incredible and generous and forgiving, the best pony she's ever known, and if she can find it in her heart to tolerate poor Fluttershy, maybe even Mac can?

"And here we have it!" Rarity says with great import, gesturing towards a dress form.

Fluttershy tears her thoughts away to look at... well, not much, honestly. There's the frame of a dress, maybe, a few strips of light pink, very close to the color of her own mane, but that's about it. It wouldn't even count as clothing yet.

"Oh, Rarity... that looks beautiful," Fluttershy says anyway.

"Oh, you." Rarity rubs a hoof against her, just for a second. "I've just gotten started, but I've got it all planned out in my head. It's going to be lovely."

"Um... thank you?" Fluttershy says. She almost leaves it at that – lucky enough to get this far, to be forgiven so easily. But... no. No, not this time, no more. "Rarity, I really need to talk to you."

"Oh?" Rarity says. "Talk to me?"

"About Mac."

There's a strange tic in the corner of Rarity's eye at that name. Rarity's mouth moves this way and that, but she fails to actually say anything.

Probably a little hurt about last night still.

This is it. Make it right.

She set you up. You can't let her down!

Fluttershy takes a deep breath, steeling herself up, standing unusually straight and tall. "I've been doing a lot of thinking today," she says, loud and clear. "I know I've been acting like a scaredy pony about this whole thing. Even more than usual."

Rarity stares at her, frozen. It's true, everypony knows it. Time to move on.

"But I've made up my mind. I can't give up. I have to do something," Fluttershy says, slowly trotting out the words she spent her whole walk here rehearsing. "I'm going to talk to him. I'm going to find him and just tell him how I feel, and... and... and I'm really going to do it."

Rarity's jaw drops. "That's... why Fluttershy, that's..." She hems and haws, eventually beaming at her. "That's wonderful!"

Fluttershy raises an eyebrow at her.

Still off.

"There's something I need to tell you as well," Rarity says, looking at the floor.

"Mmm?" Fluttershy steps closer to her, full of her happy confession. Whatever has Rarity wound up, she's sure it's something they can handle together. Things are looking up – whatever happens, Fluttershy knows things are looking up.

"He was here, just now," Rarity says.

"He?" Fluttershy blinks at her. "Mac?"

"...Yes." Rarity leans back, sliding inches away on her hooves. "We, um... hmm."

Here? The Boutique?

Maybe he came to talk to her about ME.

Fluttershy feels the first hints of queasiness, her stomach coming unscrewed, like she's spinning through the air. He must have, must have come to ask Rarity about last night. What else would they talk about?

"He came here, and... well..." Rarity squirms on her hooves, looking everywhere but Fluttershy. "Promise you won't be mad?"

What a silly thing. How could she be mad? How could Fluttershy ever be mad at Rarity?

"Promise?" Rarity says, finally meeting Fluttershy's eyes.

"Of course!" Fluttershy says. "You... you talked to him? About... me?" she manages to say.

Rarity makes a pained face. "Eh, sort of. Um... good news! You have a date with him this Friday!"

what

Fluttershy's whole body perks up, her feathers suddenly standing at attention.

Was it really that easy?

"Bad news... it's a double date. With me," Rarity adds.

...what?

Fluttershy's jaw gets stuck between dropped and slacked. "Who... who are you going with?"

Rarity grimaces, cringing like she's walking over hot coals. "Well, here's the thing," she says carefully. "He asked me out."

…

And there it is – she's dropping, plummeting, her breath knocked out of her as she stands in place. Fluttershy's never known how other pegasi deal with falling – for her, it's terrifying every time.

"No, no, don't worry! I have a plan!" Rarity says, rushing to Fluttershy's side.

She has a plan. Fluttershy hears that echo in her ears, floating, far away from what was a boutique – there is a plan. It bounces around in her empty thoughts, drowning out whatever Rarity is saying.

There's... a plan?

He likes her.

Rarity has a plan.

He likes HER. Not me.

A plan. Everything's going to be okay.

He doesn't like me.

"... and by the end of the night, he'll be sure to see who he's really interested in," Rarity finishes, hanging one foreleg over Fluttershy's shoulders. "The two of you will be together in no time at all!"

Fluttershy slowly, agonizingly turns her head, seeing Rarity giving her a nervous grin.

"How does that sound?" Rarity says, her eyes full of hopeful pleading.

"It..." Fluttershy's lips tremble. She swallows, feeling dry nothing in her throat.

"You're not mad, are you? Please don't be mad!" Rarity begs.

NEVER

The voice inside her growls, low and mean and thankfully silent. Fluttershy says nothing instead. She can feel her lips starting to tremble, but she hides it by shaking her head.

Rarity breathes out a sigh of relief. "Oh, I knew you would understand, Fluttershy. I'm so sorry about this – I honestly didn't know what to say when he asked me. I panicked a little, I admit it. But I think this will work out."

Fluttershy hears that growl in her head again, thankfully quiet behind the nauseous twirling she feels in her stomach. It's like Flight Camp all over again, falling, tumbling, heart stopping and starting in panicky little fits. Her ears flick at something.

"...I know it might seem a little... unorthodox."

Oh. Rarity is still talking.

"But I know you can do it, Fluttershy. We can do it. It'll be just like we practiced, just... not quite."

Fluttershy stares at her – Rarity looks pretty sure about all this. Somehow.

"Are you..." Rarity bites her lip, cringing before Fluttershy. "Are you alright with this? I didn't know what else to do."

Fluttershy stares at her.

You didn't know? You didn't KNOW?! She doesn't scream and growl and yell until her throat is shredded.

Of course you didn't KNOW how to say NO, you empty-headed stuck-up shallow –

"Fluttershy?" Rarity says, begging, bowing her head.

For just a second Fluttershy thinks she really might puke. Just let it out, let all that burning awful inside her claw its way out and finally, finally be rid of it.

"I'm sorry," Rarity says, suddenly looking very resolved. "I'm sorry, it was foolish of me. I'll cancel the whole thing, and I'll tell him –"

What you should've told him in the FIRST PLACE.

She doesn't say it. She feels awful enough.

"No – Rarity, no," she says instead.

"No?" Rarity halts, staring warily at Fluttershy.

What's the point?

Fluttershy forces a weak, terrible smile.

He likes her. Not me. I get it. I know where this is going.

"It sounds like a good plan," Fluttershy says.

"It does?" Rarity blinks and then practically swoons, beaming at her. "Oh, it does! I just know we can do it, Fluttershy, this is really it this time and –" She pauses, still scared. "You're sure you aren't mad?"

"Oh, I'm sure," Fluttershy nods, creaky and wooden. "Why would I be mad?"

Rarity gives her a look that tries very, very hard to not be skeptical. And then it's gone. "Of course, I knew you'd understand. Now, like I was saying, we need to make sure you're looking you're very best this Friday, and..."

Rarity rambles on. Fluttershy looks like she's listening, smiling and nodding and making deliberate eye contact.

"I have a few pieces of jewelry that I think could fit the ensemble, but..."

Rarity turns, and the moment she isn't looking Fluttershy falls apart – her knees wobble and shake, her wings droop, trembling with fury. She chokes back a sob she knows would be loud, chokes it back and stuffs it in tight to hold back the raging, frothing growl stomping behind it.

...why?

She grits her teeth, feeling burning in the corners of her eyes.

Rarity's my friend.

It's not fair.

I should be happy for her.

It's not fair, it's never fair, and now her bestest, prettiest, most romantic friend...

My stupid, gossiping, sellout of a friend...

"...I couldn't decide if gold or silver went better with that fabric. What do you think, Fluttershy?"

Rarity turns back to her, floating a few pieces of jewelry about.

"...I think the gold matches that color better," Fluttershy says, after a considered moment.

Rarity nods. "It so does. What was I thinking?"

Fluttershy nods too, smiling and calm and standing there perfectly normally. It's a fair question, after all.

What was she thinking?