Up in the Clouds, Down to Earth

by SleeplessBrony

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Rarity, Big Macintosh, Fluttershy, Sex, Main 6
Length: 38529

Fluttershy has a secret, one she thinks only Rarity knows. Fluttershy X Big Mac

Fluttershy has a secret, one she thinks only Rarity knows.

Big Mac has a secret, one he hopes only Applejack knows.

One stays high in the sky. And one stays down on the ground.

And that's how it is.

For now.

Published 2012-05-22 08:04:02 UTC
Last updated 2013-02-20 00:03:44 UTC

Gathering

Throbbing music, laughing ponies, dancing and smiling and singing everywhere. Perhaps there aren't any Princesses visiting as special guests this year. But that clearly isn't stopping this from being the social event of Ponyville for months in either calendar direction.

Rarity looks out over the crowd, a pleased smirk on her face. Sure, deep blue eyes pick out things many ponies would never notice – a conversation with a perfect opening for an entrance here, a lovely wallflower waiting for a compliment there, a dance in need of an extra set of legs and thusly a perfect place to display her beauty and grace.

Her eyes narrow as her smile grows. So what if her element is supposed to be generosity? It's times like these when she wonders if a pony can have more than one.

"A lovely event," she says, surveying Ponyville's town hall, filled to bursting with partying ponies. "Just perfect. I can't think of a better opportunity for..." She turns her head left and then right, searching for the yellow pegasus that was just at her side. "Fluttershy?"

A squeal gives her friend away. Rarity turns and finds Fluttershy crouched low, trying to sneak away as apologetically as possible. Again.

And the hem of her dress, the dress that Rarity spent hours agonizing over and stayed up half the night to finish on time, is dragging along the floor. Again.

"Oh, your dress!" Rarity rushes to fuss over the sleek folds of Fluttershy's skirt. "Honestly, Fluttershy."

"I'm sorry!" Fluttershy snaps to attention as Rarity smoothes the fabric out with her magic – then a quick tug, a small smoothing out, and perfect again.

"Are you quite sure you're comfortable with this?" Rarity asks.

Fluttershy bows her head, staring at some point off to the side. "...No."

Before Rarity can turn her concern into words, Fluttershy jumps in with a few.

"No, I want to try!" She stomps one hoof delicately, giving Rarity a determined little glare. "I can... I can do this!" She takes a few deep breaths, gulping air and blowing it back out adorably.

"I know you can," Rarity says. She raises one foreleg and almost reaches out to touch Fluttershy, to give her a reassuring little pat on the sleeve. But she stops inches away.

Fluttershy stares down at Rarity's raised hoof, then up at Rarity, confused and showing it. Rarity throws her hoof back down where it belongs.

"I'm so proud of you!" she says instead. "Finally, finally, doing something about this. Why, it feels like we've been talking about him for ages."

Fluttershy seems to ignore her, darting her eyes around the crowd, searching for threats. "I can do this..." she mutters. "I can... okay. Okay. What do I do?"

Rarity smirks, just a little.

How is it that I'm the one mentoring my friends in love? Again?

Not that she doesn't enjoy it.

"Well... first thing's first. We shall have to find him." Rarity looks around herself, but her eyes catch sight of a very different pony with apples on their flank. "Actually," she says, "There's something else I have to take care of first."

"What?" Fluttershy's eyes go wide, terrified of any surprises.

"Don't worry, it's nothing," Rarity says. "I'll be right back... just stay here. Right here. Please?"

Fluttershy nods timidly, folding her forelegs around each other. Rarity lets out a pleased little sigh, and not just because of how well Fluttershy is showing off her handiwork with that pose.

She could have any pony she wanted. Equestria is lucky she's so shy.

"I'll be right back." She starts to walk away, pausing and checking over her shoulder every few steps. Fluttershy is still there each time, strangely enough. Satisfied, Rarity dives into the crowd.

She swims her way through it with ease – even where ponies don't make way for her, she manages with pure force of poise. It's a little harder this time, though – the town's usual live band and birdsong has been replaced this year with that... club music so favored by the young foals these days. She can even catch glimpses of the DJ here and there, and of course Pinkie Pie is right there with her at the table, waving and bobbing her head to the beat and directing the party with invisible skill.

She keeps going, paving her path with polite smiles and a trail of "pardon" and "excuse me." Twilight is off somewhere to her right, with the lovely local schoolteacher, of course. They don't see her – lost in their own world for the moment. Which is fine. More than fine.

As long as they're showing off my dresses.

Which they are, and very well at that.

Lovely set, that one.

It's hard for Rarity to fathom being more pleased with one's self. Unless what she's about to do pans out, even a little bit. Then she truly will be calling herself a miracle worker.

She ends up on the other edge of the party – strangely enough, she doesn't catch a glimpse of a certain large, handsome red stallion. But she does see his little sister.

Applejack is at a table near her stand, taking a break. Well, from the empty bins on her stand it's probably more accurate to say finished for the night. She's sitting with Rainbow Dash, both of them nursing a beer and yelling at each other over the music with easy grins.

Rarity halts – Rainbow Dash is about to leave, she's finishing her beer and flapping her wings impatiently. Hearing either of them is impossible, but Rarity can read the word Pinkie on Dash's lips, if not see it in her eyes.

Rarity hovers in the crowd, waiting patiently. Best to tackle Applejack alone, one on one. No telling what could come out of Rainbow Dash's brash, insensitive mouth. Waiting, waiting, and...

Gone. Applejack turns to her as Rarity emerges from the crowd.

"Evenin' Rares!" Applejack raises her bottle, the goofiest of smiles on her face.

Rarity grimaces on the inside – wide pupils under heavy eyelids, slight flush on the cheeks, smile that won't go away. She had hoped to do this before Applejack got into any drink, but clearly she underestimated Ponyville's hunger for Sweet Apple Acres' products.

Or maybe she got started earlier?

Rarity shakes her head. No, Applejack wouldn't drink on the job. Ridiculous.

"Good evening, Applejack. I was hoping I could talk to you about something."

"This here is one hell of a shindig, ain't it?" Applejack takes a long, joyous swig from her bottle. "Sold out in an hour. An hour. Whooo!"

"Well, congratulations!" she says, meaning it despite her goal. She tries again, raising her voice over the beat. "I need to talk to you!"

"Yeah?" Applejack pats the seat next to her, all down-home charm. "What can I do you for?"

"It's about your brother," Rarity says, uneasily settling down next to the earth pony.

Applejack's shoulders slump. "...Alright, what'd he do?" she says, rolling her eyes.

"He hasn't done anything, as far as I know. That seems to be the problem, actually."

Ugh. Tactful, Rarity. Tactful.

Well what else is there to do about it? She's not sure how Applejack and Fluttershy have existed so closely for so long without this coming up, but if the two of them really are this oblivious...

Oblivious? Or surrounded by friends who KEEP them that way?

"What are you on about now?" Applejack says, blinking rapidly.

Rarity snaps back to the present. Game face, mind sharp.

For Fluttershy!

"I want to ask you about your brother," she says, very deliberately.

Applejack stares at her, her mouth hanging open a little. Just barely hinting at the coming scowl. "Huh. So, uh... what're you askin', exactly?"

Rarity poses most formally, a diplomat delivering an important ultimatum. "Well... your brother is a fine, upstanding stallion of Ponyville, is he not?"

Applejack snorts once, clearly bemused. "I s'ppose. Don't see why you gotta gussy him up with words like that. He's just Big Ole' Mac."

"Indeed, he is... Big Ole' Mac." Rarity looks away, punctuating with as much disdain for the words as she can. "Macintosh seems like quite the gentlecolt, and if it's not too much to ask I'm wondering if..."

"Oh no!" Applejack shakes her head, waving her bottle around menacingly. "Not this again! No way, no how!"

"Excuse me?" Rarity doesn't have to try to act incensed. "I've never once bothered you about him!"

"Pfffft!" Applejack rolls her eyes hard enough to send her head swaying. "Oh, darling, I was just dying to know if your brother is seeing anypony special," Applejack says, in an eerily perfect imitation of Rarity.

Rarity's jaw drops – she hates when she forgets that Applejack can do that. "That was for gossip purposes!"

"Yeah, sure. And this one –" Applejack waves her bottle at where Rainbow Dash was sitting, looking only momentarily surprised to see an empty seat. "...That one was on my case about him for months. MONTHS."

Rarity gathers herself with practiced ease – Applejack may have her usual self, but Rarity is at least sober and sensible. "And why exactly do you discourage any of your friends from getting... familiar with your brother?" she asks, adding in a lower, wry voice, "...she asked, knowing she would not get a straight answer."

"Because!" Applejack barks, prompting a here we go again nod from Rarity. "He's my brother! And y'all are my friends, and... and..." Applejack pauses to wrestle with her own throat, deciding ultimately to douse it with beer instead. She gulps and gasps and almost burps, wiping at her mouth with a foreleg. "No."

"No?"

"No." Applejack adjusts her hat, nodding with an air of finality.

Not that Rarity would ever admit it, but Applejack truly is daunting once she really digs her hooves in. Rarity's eyes soften, and she starts to...

No! No, for Fluttershy!

"Why. Not?" she asks, not even flinching for a moment.

Applejack scowls at her, taking a territorial sip of her beer. "I don't gotta explain a thing," she says.

"Well then," Rarity stands with a dramatic sweep of her simply exquisite dress. "Since I have not been supplied with any sensible reason not to –"

"You are NOT." Applejack stomps one hoof, loudly.

"Applejack." Rarity glowers down at her, scolding her, feeling bigger than the other mare for once. "This is ridiculous. Your brother is a grown stallion. An adult. He is allowed to have relationships."

"Yeah, but..." Applejack paws at the back of her neck.

"Is there something wrong with him? Is he secretly some sort of villainous slob?"

"Rarity..." Applejack growls.

"Of course he isn't. He's a perfectly fine colt. And if one of your friends – your friends – isn't good enough for him, then who ever will be?"

Applejack freezes, all the anger, the pride, the stubborn – the Applejack – draining from her face. "It ain't even about..."

"Now," Rarity cuts her off. Somehow, she's won this round, she can feel it. "If one of your friends is interested in him, I think he at least has the right to know it. And if that interest is mutual...?"

Applejack just glares up at her. But it's pretty toothless.

"Exactly." Rarity can't contain a bit of smug.

Applejack, struck speechless! Applejack, of all ponies! Ha!

She wants to revel in victory, to stay and enjoy Applejack's face. But she has to claim her prize. Rarity turns to leave.

"I..." Applejack raises an empty hoof, angry and hopeless. Lost.

Rarity pauses, waiting for whatever churlish nonsense will surely come pouring out her friend's mouth. But nothing comes.

"Good." Rarity nods once, then she does leave. She catches Applejack falling back into a simmering glare, downing the rest of her beer out of spite. Rarity pretends not to see, walking away with her nose high and proud in the air.

She glances back. Applejack is still glaring daggers at her.

Oh, let her glare. As long as she stays out of the way.

She shakes her head, even as she smiles, still wondering. Protective, she can understand – she doesn't like to think about it, but one day...

Sweetie Belle has to grow up sometime.

And if any colt thinks they're getting near that filly without Rarity grilling him first, they can just...

Natural. Natural feelings towards one's siblings. But this thing with Applejack is ridiculous.

Rarity pauses on her way back to Fluttershy. What could it possibly be?

Perhaps all those old jokes about Apple bumpkins weren't so...?

No. No, no, no. She shakes her head. A mean, cruel stereotype – she has nothing but respect for the Apple family, truly. It's sort of touching, in a way, Applejack looking out for her brother so. But in this case, it's getting to be counter-productive.

Fluttershy is waiting obediently, right where Rarity left her.

"Is everything... okay?" she asks, trembling for an excuse to abandon the plan.

"Marvelous. Just marvelous." Rarity throws the last of her smug looks back through the crowd. The dragon is slain – the princess may claim her prince! "How are you feeling?" she asks Fluttershy.

"Um... nervous."

Rarity can't help but smile. Someday, hopefully soon, she won't have to see her best friend trembling under her own anxiety like this. All she needs...

A safe place. A rock. Confidence, born from the love of a good pony.

She looks at Fluttershy – Fluttershy, glancing to and fro, jaw set in a tight little grimace of worry. She looks at Fluttershy, and sees what could be. What should be.

Rarity rests a hoof on her friend's shoulder, staring into her eyes. To show her, somehow, what she sees.

"Don't worry," she says. "Please? Everything's going to be just fine."

Fluttershy nods weakly, then a little less weakly, then tentatively something that could be close to being called sure. "What do I... what do I do? What do I say?"

"Oh? Haven't we practiced enough?"

Fluttershy blushes, immediately and furiously.

• • •

"Why hello there, you charming young filly!"

Fluttershy raises an eyebrow at her.

"Oh, yes, of course... ahem. Howdy!" Rarity says instead.

"Oh, um... hi." Fluttershy can't quite meet her eyes, even when it's just Rarity playing Big Mac, wearing a folded bolt of cloth for a horse collar.

"I must say, you are just the most... er..." Rarity clears her throat again. "That is to say, why... ain't you just the... hmm... ah! Purdiest!" She raises a hoof in triumph, elegantly elocuting the mangled word. "Yes, purdiest! You are the purdiest mare I've ever seen!"

"...Thank you, Rar– um, Mac." Fluttershy rolls her eyes, obviously embarrassed.

"Would you like to... go out to dinner with me?" Rarity bats her eyes at Fluttershy in a most un-Mac like way. "Spend an evening talking and dancing and end it all with a long walk under the stars, pouring out your hopes and dreams while I patiently listen?"

"Uh...?" Fluttershy winces back, her wings drooping.

"Ah, right..." Rarity trails off, stroking a hoof at her chin. "I'm Macintosh. Um... do... something, with me? Something like... I don't know, watch pigs wrestle, or drag stumps through mud. With my sister. Yes, something sweaty and farmy and... and animals! Animals will be there!"

"Oh!" Fluttershy's eyes light right up. "I'd... I'd love to!" she says breathlessly.

"You would? Why, apples in an apple barrel, I'm in love!" She takes Fluttershy up in her arms, leaning into her, swooning. "Marry me, you perfect mare!"

"Rarity?"

Rarity plants a loud, theatrical kiss on Fluttershy's cheek.

"Rarity!" Fluttershy says, just barely getting it out through a severe case of giggles.

• • •

Rarity snaps back to the present.

Hmm... perhaps my portrayal of Macintosh was a bit...

Over the top?

Never!

"It will be different this time," Rarity explains.

"D... different?"

"Why yes! I'll be there. If you start to feel nervous, like you can't say anything? I'll be right here to help you." She tightens her hoof on Fluttershy's shoulder, pulling in close to her, their own private corner of the party.

"Help me?" Fluttershy wonders aloud.

"Of course! I can keep the conversation going. I can say nice things about you, like, 'Macintosh, did you know Fluttershy is an expert with animals of all kinds?', and he'll say something like, 'Is that so? That is so interesting!', and I'll say, 'Why, yes, she's very modest about it, but it's true! Isn't that right, Fluttershy?', and you'll say...?"

She leans in towards Fluttershy, eyebrows waiting.

Fluttershy squeaks out an inaudible set of almost-words, bowing under her mane.

It's adorable.

"Yes, that! Exactly!" Rarity crows. "He'll be smitten in seconds! I wouldn't be surprised if he proposes by the end of the night!"

"Pro...pose?" Fluttershy's eyes go huge, quivering in the chaotic lights of the party.

"Oh, just a figure of speech." Rarity waves it off, like it never happened. "Now, we just have to find him."

Rarity catches, just for the briefest split-second, Fluttershy's eyes darting somewhere to the side. She turns to follow them, and there he is, just barely glimpsable through the crowd of partying ponies.

"Aha!" Rarity says. "You're better at this than you thought, Fluttershy."

Well, he is rather easy to pick out, actually.

Because he's tall, of course. Easily a head taller than most ponies. Rarity briefly wonders how she missed him before.

"Alright, Fluttershy, this is it. Like we practiced. Brave. So, so brave," Rarity growls, hugging Fluttershy tight.

"Now?!" Fluttershy gasps.

"Well..." Rarity falters. Mac is ambling along, nodding his head enough as he walks to pass for dancing. Smiling like a big, goofy dog.

But he's surrounded by ponies, in the thick of the party.

"Hmm." Rarity scans the room, her eyes focusing on a table full of punch bowls and decimated platters, remarkably empty of ponies. "There!"

"Drinks?" Fluttershy says, as Rarity drags her across the room. "Rarity I don't drink you know I don't drink please oh please..."

"I know," Rarity says, wishing just a bit that her friend would accept some liquid courage. "Trust me."

She sets Fluttershy next to the table, and then poses herself, two stunning mares on display in hoof-crafted finery.

Fluttershy looks around frantically. "What are we doing?"

"We are waiting." Rarity holds herself haughtily. "The drinks table is the crossroads of a party. He's sure to wander nearby eventually."

Fluttershy nods. They wait. Rarity can't help but see the nervous tapping of Fluttershy's hooves on the floor, the slight tremble in the pleats of her skirt. The poor girl is terrified.

Of what? Oh, of what?

It's so heartbreaking. She's so close, it could be so simple and she would be so happy... Rarity huddles in close to Fluttershy again, resting against her side. She can feel the rapid beat of Fluttershy's chest slow down, feel her breaths even out and grow longer.

Fluttershy turns to her, and their eyes meet. "...Thanks," she mouths.

Rarity just smiles back. All in a days work.

Movement. A certain red stallion is plodding their way, and he is quite the sight, Rarity can't help but think. Without that silly collar on, his thick shoulders and neck flex quite pleasingly under his messy, short mane.

Oh, Fluttershy. Good eye, as always.

"Alright, this is it!" Rarity says. "Are you ready?"

"No!" Fluttershy says between short, gasping breaths.

"Fluttershy!"

"Yes! Okay! Yes!" Fluttershy gasps, her eyes wild. She mouths I can do this a few times, then freezes completely as Big Mac draws near.

He walks up to the other end of the table, just far enough away to be polite, not even glancing their way. Rarity watches as he begins poking around what remains of the table, feeling the stiff board of Fluttershy next to her.

He glances up – with the darkness of the room mixed with the occasional flash of the light show, it's hard to tell which of them he's looking at.

He smiles. He nods.

Rarity pretends she just noticed him, and nods back. She turns to Fluttershy – who is pointedly staring off to the side.

Rarity nudges her with a hoof, discreetly. She may as well be kicking a wall. "Good evening, Macintosh!" she calls out.

Mac's head snaps up from eyeing the snacks – he starts to smile at her, but a dark cloud passes over his eyes. He checks over both his shoulders before it's gone, and he's all easy smiles again. Quite easy, in fact – Rarity would guess he's a drink or two in. Perfect! Just enough to loosen his tongue, hopefully.

"...Ladies," he says, stepping just close enough to talk – to be polite. Not too close.

She can hear him, clearly. Thankfully, the food is against the far wall from the dance floor, not being overwhelmed by the music. "Quite the event, isn't it?" Rarity says.

"Heh, yeah. Some kinda party," Mac says, looking out over it, and quite pleased by it.

Rarity grimaces. Not exactly the wittiest orator, is he?

Oh, stuff it. Fluttershy likes him. Do it now, DO IT.

"You remember my friend, Fluttershy?" she says, turning on maximum charm and pointing it directly to her side. Meanwhile, her rear hoof is nudging Fluttershy like it's getting paid to do so.

"'Course I do!" Mac smiles right at the mare in question. "Evenin'!"

Fluttershy stares back at him, a huge-eyed statue. Her face is blank – not even the slightest tic of movement around her mouth.

"Uh... enjoyin' the party?" Mac says uneasily.

Rarity doubles her nudging. Fluttershy doesn't move, staring right through Mac.

"Aha! Ha, of course she is!" Rarity says, much too loudly. "She is such fun at parties, you know! Why, whenever we have our get togethers she is the life of the dance floor. So graceful!"

Fluttershy squeaks in anguish, low in her chest – nopony hears it, but Rarity feels it.

"Is that right?" Mac looks quietly pleased to hear it.

Rarity feels Fluttershy's wings snap against her. They're already shut, but they're straining to tense closed harder against themselves.

"Indeed it is!" Rarity scrambles, now desperately jabbing her friend's back leg. "She's so modest, though. She's never really shown off at one of these big events." She pauses, wondering if she's pouring it on too thick. "Isn't that right, Fluttershy?" she adds, woodenly.

Fluttershy's lips tremble and quake – there's a storm brewing in her eyes, concentrated points of terror lasering out into thin air, stopping for nothing.

"Uh...?" Mac raises a hoof, looking unsure if he should talk or not. "...Y'alright, Fluttershy?" He turns to Rarity. "Is she alright?"

"Oh she's fine!" Rarity grins like a mannequin, tapping morse code against Fluttershy's leg.

SAY SOMETHING -STOP- ANYTHING -STOP- FOR THE LOVE OF CELESTIA

"Maybe you wanna sit down? Get some fresh air or somethin'?" Mac looks around, his eyes searching for a cushion or a chair...

...and in the split second he's looking away, there's suddenly emptiness at Rarity's side. She almost falls over, catching herself slightly less than gracefully. Mac turns back to them – her, now, alone – and looks quite puzzled.

"She'll be right back!" Rarity says, willing herself not to look around frantically. "Uh... I..."

Diversion!

"Just a bit parched! Poor girl!" Rarity takes a quick, deep breath. "Would you mind pouring us some punch?"

"Sure!" Mac says, as if nothing's amiss. Rarity watches him as he slowly, in that deliberate earth pony way, lays out three cups and grips the ladle in his mouth...

There, back turned. She whips her head left, right, up... no Fluttershy anywhere, nothing but a few stray yellow feathers, leading...

The tablecloth reaches down to the floor, a lacy white thing with gold ribbon borders. Checking double-sure that Mac isn't looking, she lifts a bit of it with her magic and pokes her head under.

Fluttershy is huddled there in the dark, shaking and holding her front hooves to her head.

"What are you doing?" Rarity almost yells.

"Hiding!" Fluttershy whispers, not opening her eyes.

Before Rarity can express her thoughts on the subject, she feels striking green eyes on her rump. She pulls her head out from under the table and Mac is looking at her, holding the rim of a cup in his teeth, looking more befuddled than ever.

"Aheh! Ahem. Excuse me!" She takes the offered cup with her magic, levitating it before her. "Thank you. Just... uh... checking out the decorations."

"Decorations under the table?" Mac raises an eyebrow. "Fancy," he says, looking impressed.

Rarity squints at him.

He MUST be... joking?

He sits on his rump, taking his cup and cradling it in his forehooves. "Is yer friend okay?"

That remains to be seen, honestly.

"Just fine!" she says instead. "She'll be right back. Thank you oh so much for the..." She sips at her punch, almost gagging. Of course – Pinkie made it. If the sugar doesn't kill you, it'll kill any other flavor in there.

Mac seems to like it. He gulps down quite a bit, draining the frilly pink drink from his cup with a hearty smile.

"So... what about you?" Mac says, nodding out towards the party before them.

"Excuse m- what?" Rarity says.

"Not gonna lie, all that dancin' talk's got my hooves wantin' to move," Mac drawls.

Rarity squints at him even harder.

Of course it does you big, handsome dolt, that's why I said it!

"'Course I ain't much for showin' off, either," he says, taking a wistful last sip of punch.

AAAAHHHHH he's so PERFECT for her!

Rarity's mind races, she glances around for something, anything. She finds nothing. Very well, she doesn't need real things.

"Is that Rainbow Dash and Pinkie Pie kissing?" she says, pointing away from the table with her hoof.

"Huh?!" Mac turns automatically.

Rarity shakes her head as she dives under the table.

Stallions. Too easy.

A few moments of grunting, pulling, and breathless curses later, and Mac turns back to see Rarity and Fluttershy next to him again.

"Well hey there!" Mac smiles, that same lazy, easy grin. He puts his cup down and holds a fresh one out, offering it to Fluttershy. "Punch?"

Fluttershy doesn't even look at it – she's frozen again, staring at some point a few feet behind Big Mac.

"Oh! Very kind of you, but," Rarity nudges the cup back to him, whispering in name only, "she doesn't drink, actually."

Mac nods and shrugs, like it's not even a thing. He gives the table a quick once-over. "Can I get you somethin' else? Ain't much left, looks like."

Rarity instantly thinks of a half-dozen possible responses, were she in Fluttershy's horseshoes.

Oh, but this party is getting to me anyway. There's a lovely little all-night cafe just around the corner. Fancy a walk?

Fluttershy just quivers in place. It's an improvement over not moving at all, at least.

"Fluttershy?" Rarity says, willing herself not to grit her teeth. "Would you like anything?"

A low hum escapes Fluttershy's lips, slowly building into a pained squeak. Her front legs try to scramble backwards, but her back legs hold still, trapping her in a stumbling little mess of legs.

"...Uh?" Mac stares at her, perfectly balancing concern and confusion.

"Fluttershy?" Rarity says, much less politely. The squeak coming from her friend is building, in pitch and volume, winding up like an engine running itself to collapse. Rarity and Mac both lean away a little.

"IHAVETOGOGOODNIGHT!" Fluttershy yells suddenly.

Rarity's jaw drops. Fluttershy is above her, shooting up into the air like a –

"Wait!" Rarity jumps after her, barely rising a few inches off the ground. Her flailing hooves catch nothing but air. "Fluttershy!"

Gone, nothing but a few stray feathers left. Rarity looks around frantically, mussing up her mane – it's hard to see up in the rafters of the tall, vaulted building, past the racks of lights set up for the party.

"Huh... never seen her fly like that before," Mac says, staring up to where the yellow pegasus disappeared.

"She's just shy!" Rarity gushes. "Uh... very, um... concerned about her animals! Yes! Her poor animals back at her cottage!"

Mac looks at her with a cocked eyebrow, and Rarity sees plenty of words in his eyes.

Y'know, I ain't half the fool you think, they say to her.

"Don't think yer friend likes me too much," he says instead.

Rarity gives him the most deadpan of looks.

Oh. Nevermind, then.

"Honestly, Macintosh, she really wanted me to introduce you two," Rarity says desperately.

"Introduce?" Mac guffaws. "Shoot, I've met Fluttershy. We're practically neighbors, like. She stops by the farm all the time."

"Then perhaps you should talk to her," Rarity says sharply.

"Aw... I..." Mac bows his head, the most adorably manly bashful she's ever seen. "I don't wanna bother her."

Awwwww!

Rarity's heart melts just a little.

Tall, handsome, AND a sensitive side?

Apparently, Fluttershy really can pick them. Rarity gives him a fresh look, appraising the big red colt like a fresh delivery of fabric. A stoic, manly, muscled bolt of fabric, sporting two breathtaking emeralds with depths hiding... well, who knows what?

He raises his head, looking back at her. She turns away instantly, milliseconds from being caught.

He's perfect!

For Fluttershy!

Ahem... yes. Yes, for Fluttershy.

She looks up, squinting into the shadows in the rafters.

"I don't see you out by the Acres too often," Mac says.

"Who me?" Rarity lets out a bemused little chuckle, but she's making a show of hardly listening.

"Makes sense, I guess. All I ever hear from AJ is how busy you are at your, uh... your store, what'sit –"

"My Boutique," Rarity says, still not looking.

"Right, yeah! Boutique." Mac chuckles, clearly amused by the dainty little word. "Boutique. AJ says you make some of the prettiest things she's ever seen."

Rarity jolts, dropping her search instantly. Now she's very much listening. "Applejack said what?" she asks gleefully.

"Says you make fine clothes," Mac says dopily, riding just a bit high on the party.

"Did she now?" Rarity gets a clever little smile, just a bit cruel.

Oh, this is too – NO. No, Fluttershy!

"I'm sorry, Macintosh, would you excuse me?"

He nods and bows a little, leaving that as a goodnight. Rarity dashes away as quickly as politeness will allow, back to searching the air above.

He's nice. A nice guy for Fluttershy. If she would just TALK.

Rarity fumes and grumbles, stomping her way around the edges of the party. It was perfect. This was perfect! A more golden opportunity had never been blown more completely!

Now now, calm, caaaaaaaaalm... this is Fluttershy, you know how she is.

Deep breaths, controlled steps. Why is Town Hall so damnably tall? Why is it so damnably dark up there? If she only had a pegasus to go take a look...

Oh, where is Fluttershy when I need her?

Rarity pauses, amazed at her own foolish head.

Right. Rainbow Dash?

She glances around – no sign of the other pegasus. Probably connected to the not-conspicuous-at-all absence of Pinkie at the DJ table.

Hmm.

She tries to think, picturing the tall, hollow tower of Ponyville Town Hall, the sloped roof ringed with a line of –

Windows!

She rushes for the door, and as luck would have it, almost trips over Fluttershy the moment she gets outside.

"I'm sorry!" Fluttershy says instantly, holding her hooves up. "I'm sorry I'm sorry I'm..."

"It's alright! It's alright, Fluttershy, really," Rarity says, reaching out to take Fluttershy in one arm. "It's fine, we can just regroup for a moment and then try ag–"

"No!" Fluttershy bats her arm away. "No, I can't!"

"You... ca– Fluttershy, no! You can! You can do this!"

"NO!" Fluttershy flares her wings out, backing away from Rarity, panting with adorable rage. "I don't want to!"

Rarity stares at her for a full second – she had thought at least that part was solid. "...What?!" she gasps.

"I don't want to!"

"I heard you, and that is absolute poppycock."

"I don't want a boyfriend!" Fluttershy yells breathlessly. "I... I have my animals and my friends and I am busy and happy!"

Rarity gathers herself up, trying to match Fluttershy's sudden imposing presence. "Fluttershy, I know this kind of thing can be... scary," she says, trying to remember the last time she felt nervous talking to a colt. Nothing comes right away. "But it's nothing compared to all the brave things you've done before. Macintosh is hardly a dragon, after all."

"He doesn't like me!"

"What?!" Rarity startles back. "That's ridiculous, you haven't –"

"He doesn't like me! He won't like me!" Fluttershy says, trembling and dry-sobbing down at the ground.

"You – he – what?" Rarity stammers. "He'll love you, honestly. Who wouldn't?"

Fluttershy glares at her, one of her rare moments of smoldering fury. "Lots of ponies."

"Has Macintosh ever been anything but nice to you?" Rarity says.

"No!" Fluttershy yells, but not in answer. "No, no, no, stop it!"

"I will not!" Rarity says primly. "This is your dream, and I want to help –"

"No!"

"Fluttershy..."

"NO!"

Rarity hears the doors open behind them, but doesn't look. "Just... just calm down, please..."

"I... said... n–!" Fluttershy stops at the edge of the last word, staring in horror past Rarity's shoulder. Towards the doors.

Rarity looks. Big Mac is frozen in the doorway, one hoof hovering mid-step.

"Uh...?" he says, slowly backing away. "Sorry. Beg yer pardon. I'll just... uh... yeah." He backs away, letting the doors close on their own.

Rarity turns back, sighing and speculating as to how this could have gone more poorly. How much did he hear?

She opens her mouth to reassure her friend, but stops cold the moment her eyes settle on-target. Fluttershy is staring at the doors, lips trembling and huge eyes spilling over. She looks despondent. Crushed, completely crushed.

"No! No, Fluttershy, calm down!" Rarity says, stepping close, trying to wave her down with a foreleg. "See? He likes you! He's interested, he was looking for you!"

Fluttershy slams her eyes shut, shaking her head and bracing herself against tears. She mumbles something incoherent, shakily backing away, out of Rarity's reach.

"Wait!" Rarity rushes forward, triggering the opposite of her intended effect.

Fluttershy turns and darts for the sky, her gentle wings flapping with purpose. Rarity dives and misses, landing unceremoniously in the smooth dirt around Town Hall. She looks up and lights her horn, grabbing a chunk of pink tail and holding on tight.

Fluttershy slows down, but only a little. She sobs and flaps and strains, Rarity can feel smooth hair slipping through her glowing grasp, pulling much harder than her magic can deal with.

"Wait! Please!" Rarity yells, just as she loses her grip. She grabs again in panic, bunching up a few folds of skirt with her horn, but immediately lets go. It would've torn in an instant, anyway. She knows her own work.

Fluttershy disappears into the night at a speed that would make Rainbow Dash nod in appreciation, leaving echoes of choked sobs behind.

Rarity stares after her for a few moments, just lying there in the dirt looking up at indifferent stars. She's often felt – more or less always, really – bad for her friend, and then more bad for feeling bad for her. As if Fluttershy was some kind of invalid, a thing of pity.

Fluttershy isn't like that. Fluttershy deserves more than that, more than her own complexities would let her dream of. More even than Macintosh could ever give her, maybe.

Oh, but he could give her quite a lot... can you imagine?

She tries not to, but then to her horror she does. Macintosh and Fluttershy, snuggled together tightly under one of Fluttershy's grandmotherly quilts, nuzzling and smiling and... and... moaning, and...

Wrapped up in his thick arms, feeling his hard... body against her.

She writhes against him, as if she didn't mean to, and he takes her like the studly prince he is, a little rough maybe but sweet and gentle all the while, putting it all together into an exquisite...

STOP that. Right. This. Instant!

Rarity blinks a few times. She sighs loudly, picking herself up and carefully dusting off her dress.

How to mend this? What to do?

She deserves that dream. Sure, everypony does, but Fluttershy... Fluttershy deserves it more than anypony Rarity can think of.

Why? Of all ponies, why the sweetest, kindest, most gentle pony Rarity knows? Why should it be so hard for her to find love and happiness, when all around her all kinds of ponies just stumble into...?

The doors open again.

"I'm just so happy with you," Twilight says, leaning against Cheerilee as they walk out together.

"Stop it," Cheerilee says, smiling like she doesn't want Twilight to stop ever.

"I love you so..." Twilight trails off, just a little lost in a blushing drunk haze. "So much. "

"I know, sweetie." Cheerilee nuzzles her tenderly, even while holding her up a little. Rarity detects some tender whispering in there somewhere, and then it's no surprise when Twilight lets out a quite naughty little giggle.

"Hey! Rarity!" Twilight stands up on her own hooves more, finally noticing the white unicorn three feet away.

Rarity feels herself glaring at her friend, narrowing her eyes and powerless to stop it. Twilight and Cheerilee stare back at her, obviously, damnably concerned. Of course.

"Everything... uh... okay?" Twilight asks.

"...Oh, just shut up," Rarity says.

Bedrock

Another hot day. Hot. Bright and hot and... and...

Hot.

He wipes at the sweat pouring down his forehead. He goes to clear his throat, but it feels like something sharp is caught in there. Clearing turns to coughing and then hacking, ending in spitting something thick and terrible out onto the cracked, dry dirt.

The lines of his plow pull at his collar as he recovers, pulling a few deep breaths into his slumping form. It hurts, deep in his chest, that woozy, out-of-breath ache.

The plow. That damn, stupid, beat-up, piece of shit plow. It feels like he's been plowing forever. It anchors him to the spot, sunken into the dark soil of Sweet Apple Acres. It even pulls his eyes down, weighing the lids over his burning, itchy...

He shakes his head. Awake. Awake, awake and strong and he can do this.

We can do this.

He strains and pulls, his hooves sliding over the dirt. The plow doesn't move an inch – it weighs dozens of tons, glued to the dirt, chained to the bedrock. He grunts and grits his teeth, growling and pulling and cursing under every labored breath...

"Hey there!"

He stops, glancing around. Everything's blurry – he blinks a few times, and his sister drifts into view in front of him.

"How you doin' out here?" she asks, dragging her hooves up next to him.

She's wearing a yoke, balancing a pair of buckets at her sides. He sees what's in them, and darts for one so quickly he chokes himself on his collar.

"Ack!" He coughs and chomps, stomping his hooves in the dirt.

"Whoa there! Hang on, hang on, I gotcha." Applejack sidles up to him, turning her side and laying a bucket right under his muzzle. He dives in, lapping lukewarm water up like a dying dog.

Everything changes. The cracks in his lips and throat disappear, the fuzzy cotton in his head drifts away. He dips his whole face in and snaps up, shaking and gasping, blinking the wonderful water out of his eyes.

He looks around, catching his breath. Applejack is watching him, her eyes bright even through the exhausted wrinkles around them. He knows how dull and lifeless his own eyes look in the mirror every morning, and he wonders how.

How is she so much stronger than him?

"...Thanks," he says quietly.

"Thought you might be a bit thirsty out here," she says, with a cheeky half-smile.

He snorts back at her.

"Boy howdy, you sure have taken a bite outta this job," Applejack says, looking around proudly. "How much more you think ya can polish off today?"

He blinks at her in disbelief. The field is huge, stretching off in every awful, sun-choked direction. He's barely done one corner of it.

Applejack fidgets on her hooves a little, waiting for some kind of answer. She forges ahead without one. "Just sayin'... we gotta get plantin'. Time's a wastin', so I figgered we'd just plant whatever you got done today."

She's right, of course. There's too much to plow, all the same – too much land, much too much for one pony. Or two. The rate he's going, it'll barely feed them, let alone leave any over to sell.

Applejack throws a dark frown at him, like she knows exactly what he's thinking. It's not exactly a new problem – too much, just too much. Too much land, too many trees, fields lying fallow and rotten for want of able bodies.

The frown disappears. "Yeah, this should be alright..." she mutters, looking out over the field. "Maybe we split this one, corn and wheat? They used to go back and forth with this field, right?"

Mac just shrugs his shoulders.

"Think that was it," Applejack mutters, more to herself than anyone else. "See, last year that other field was corn, so that puts the corn here this year. That's how it's done. I s'ppose, anyway. You remember?"

Mac shrugs again. How does she know this? There was a plan?

"'Course, we wouldn't have to split it if'n we can plow both fields... by tomorrow. But we're sunk real good if we don't deal with those cows tonight." Applejack strokes her chin, hard at work in her head. "Maybe we could just..."

He wipes at his brow again, playing a desperate card. "Hire some help on?" he asks.

Applejack turns on him – he cringes back, hearing an animal snarl in his head.

"Yeah, right!" she scoffs, glaring at him. "'Cuz it worked out so well last time! Thievin' varmints. I ain't payin' a bunch of snakes to lie around, chattin' it up. Eatin' our crop. No way, no how!"

Mac frowns deeper. What would they pay with, other than food?

"Naw, naw. We got this, big bro. We don't need any o' them." Applejack looks out over the barren field, nodding sure and proud. "This here's Apple family land, and all we need is Apple fa– oh hey, look who it is!"

He does. It's a sight for sore eyes, a fuchsia angel trotting towards them through the field. He rises, just a little, the aches in his legs fading away.

"...Cheerilee," he mutters, just a bit breathlessly.

"Hi!" She bounds up to them – clean and healthy and happy, out of place by miles. "And how's my favorite brother-sister team today?"

"Just fine, ma'am!" Applejack tips her hat, beaming at the older mare. "Thank ya kindly!"

"Eeyup," Mac nods along – he can't think to say more. It's enough, enough just to see her.

"Thirsty?" Applejack shuffles sideways towards her.

"Oh, no thanks. Just got here," Cheerilee says. Her back is bare – the usual saddlebags full of books are missing, and she looks strange next to his laden-down sister.

"Well, uh... guess I better get back to the house. Lunch's on in a minute!" Applejack says, very loudly. She throws Mac an obvious wink and trots off with purpose, leaving Cheerilee a friendly nod.

They both watch her go, sloshing water onto the dirt as she bounds off. He feels Cheerilee smirking at him, that clever little sideways thing she keeps hidden so well.

"She's so subtle," Cheerilee says, her smile growing and blooming.

"She tries," Mac says, casting a fond glance at his sister in the distance.

"Shame, too. I was going to ask her what she needed help with."

"Aw, Cheerilee..." He shakes his head. "You don't gotta go and do that."

Again. He doesn't say it, loathe to think about it.

"I don't think I would do much good out here with you," Cheerilee says, shrugging like it's obvious. "I've got the rest of the day off. And don't say you two don't need the help."

Rest of the day? He squints at her, feeling the thick, itchy cotton in his brain again.

"Ain't you got, like, homework or somesuch?" he asks.

"...Not today," Cheerilee says, glancing away. At the dirt. "You know, end of the semester."

He nods, even though he doesn't know. He nods again, but...

He glances up at the sun. What time is it? Better yet, what day is it? Wednesday, maybe?

"What time is it?" he mutters out loud, not meaning to.

"Oh, uh... I'm not sure. Five?" Cheerilee says, pawing at the ground with one hoof.

The sun is high in the sky above him, glaring down gleefully. It takes him a few seconds, a light bulb fitfully sputtering to life above his head.

"Cheerilee!" He glares at her. "What are you doin' here?!"

"What do you mean?" she glares back at him, pretending in words only.

"Yer skippin' class again!"

"...Maybe," she says with a surly pout.

Mac snorts loudly, reining in a growl. "What are you thinkin'? You ain't even gonna graduate, rate you're goin'!"

"So what?" Her anger fades in an instant, her eyes softening into... goddess, it hurts to even look at them. Soft, and sad, and... and...

He turns away, forcing his eyes shut. He feels her run a hoof against his cheek.

"Mac, please," she says. "You look awful. You're dying out here."

He winces, grunting something that doesn't quite qualify as words.

"I want to help you," Cheerilee says, every word weighed down.

He almost says it. Fine, fine and thank ya, yes please oh Celestia stay and help. She's proven how much help she can be, every weekend and a few days more. She's strong, and rested, and pulls her weight with her whole heart and a smile behind every move. It's wonderful, having her here.

He snaps out of it.

"No," he says, turning back to her, all stern father. "We got this, me and AJ. You gotta get back to class."

"Pfft." Cheerilee rolls her eyes. "Listen to you. Class. Like you ever cared before."

"YOU cared before," he says.

She pouts angrily, scrunching her muzzle at him.

"Besides," he goes on, "you just got accept... accep–" His throat catches on itself, sharp and dry. He coughs and grunts, feeling Cheerilee's arm on his shoulder immediately. "That fancy teacher school. Out in... out in..."

"Fillydelphia," she says, her brows narrowing. "I'm not going."

"What?!"

"I'm not going." She turns her nose up in the air. "I'm staying here."

Filly! He almost says it, just like his father used to. He can't quite muster the gumption – Cheerilee would tear him apart if he ever talked to her like that, and he knows it.

"To do what?" he says instead, knowing the answer. "That's like, yer... yer whole dream, your mark!" he says, pointing at her flank with a hoof. "Raisin' them foals up right!"

"They're just smiling flowers," she says hopefully. "Maybe I'm supposed to settle down on a farm."

She smiles at him, a whole, wonderful world there in her eyes. Of course she could stay, stay here, with him. Move in, and bring life to this bare patch of dirt, bring her cheerful beauty and sharp mind and brighten up the whole damn place. She could be there, at his side...

At his side.

Every day.

Slaving away under a hot sun in dust and mud, every day, for years and years and years until even her bright eyes are dull and flat and tired.

"No."

"What?" she says.

"No. No, no, no way, no how," he says, copying his sister's tone perfectly. "You love teachin'. Ain't much to teach around here."

"What?" she says again, unleashing those sharp eyes at him. "You can't tell me what to do! I don't have to go to Fillydelphia!"

"I ain't tellin' you what to do," he says. "I'm tellin' you what I'll do."

She stops short of a retort, hanging her mouth open a little, daring him to go ahead.

"You stay here..." he says, wincing, tiptoeing up to the edge. He's thought about this before, imagined saying these words, wondered if he could ever really go through with it.

He sucks a breath in. There's nothing else for it.

"You stay here, and we're through," he says.

"What?!" Cheerilee blinks at him.

"You heard me." He tries to puff his chest out, to draw himself up. It hurts, high in his belly. "If you don't go to that college, we're done."

"You don't mean that," she scoffs.

"I do," he says, hoping it sounds more sure than it feels. "Look, I know it ain't that Canterlot U like you wanted..."

"Sure, right!" Cheerilee rolls her eyes viciously. "I'll just go to some second-rate degree mill while you're stuck here. That sounds perfect."

He winces. She hadn't seemed bothered about the rejection, at the time. But he knew it hurt her. He knew, in a thousand little ways.

"Oh, Mac," she softens instantly. "I didn't mean... you know, stuck. Like that."

He blinks at her. Who's stuck?

"This is a lovely place," she says, looking up at him with hope in her eyes. "I like it here. With you."

He narrows his eyes – she knows him, and she's better at this than him. His only hope is hunkering down and not moving.

"No," he says.

"No what?"

"No. You gotta go to that school."

"I'm not going anywhere!" she says – her anger is worlds different than the mares of his family, a simmering, sharp glare that hides, hides until it just can't help but boil over. And when it does, it cuts.

But he's got thick skin. He digs his hooves in. Nothing else for it.

"You ain't stayin' here," he says, lifting his nose, stern and haughty.

"Why do you want me to leave?" she cries out, her eyes brimming with water.

He holds his pose, but he's breaking inside. He can't last much longer, he knows it, not against that, but if he can just stand here, stare, look stoic just long enough...

"Fine!" she barks, angry tears leaking out just a bit. "Fine! Maybe I will go to... to Fillydelphia," she says, groaning out the accursed place. "I'll just leave for years so you can forget about me and find yourself a nice farm mare."

"Chee–" he starts to say.

"No! No, you're right!" she growls, backing away. "You don't even want me here, so why should I stay?"

"Come on now, you know –"

"You don't need me here?" she says, suddenly small and scared and lost.

He does, of course he does, he needs her more than anything. He can't even begin to say it, it's so huge and so obvious, like describing the open sky. He just stares at her instead, his jaw hanging slack a little.

Her lips start quivering – he's forgotten to say anything. Again.

At the worst possible time. Again.

She turns to leave.

"Wait!" He moves to meet her, but the lines of his plow yank him back, choking off his next words.

"Don't follow me!" She glares back at him, slashing through her tears. "You have work to do."

She trots away, pretty quickly for how low she's hanging her head, sobbing quietly with every step. He stares, anchored down by his collar, just watching her leave.

She's right, of course. She's always right.

He bows his head, too.

Is she?

Maybe she IS right. Maybe it'll be okay, maybe she can just quit school, just like him and AJ, and they can all turn this piece of land back into what it was before...

He shakes his head. No, no, no. Before. Remember before. She had plans. She's always had plans.

It's fine. Everything's fine. She's a small pink speck now, shrinking into the distance beyond the empty fields. Shrinking, but not gone yet. There's a few months still before she'll graduate and leave.

She'll be back. He knows it. She'll come by later, in the dying light of evening, and she'll knock on the door all quiet and they'll talk and whisper and cry and probably make love and say a whole lotta things. She always comes back.

She always, always comes back.

• • •

Mac dumps his collar on the dusty wood of the barn, grunting a relieved grunt. He nudges it up against the wall with his nose. He stands again and feels light as a feather, the hints of a dopey smile creeping out on his lips.

He steps out of the barn and looks out over hills and fields, thick with produce. The sun's getting ready to set, and the day is getting nicer by the minute. Not exactly cool, not this time of year, but cool enough. One of those perfect summer evenings.

He wanders towards the house, making a point of taking his time, just staring at nothing in particular. Not thinking of anything in particular, either, nope. No sir, not anything much there to dwell on. What would he even think about?

Last night? Sure, it was fun and all, but what –

Fluttershy. Fluttershy, trembling, eyes wide, shaking her head as she scoots away from him. He's seen it before – maybe not quite so bad as that, but there are only so many ways a mare can say get away from me, you creep with her body.

His dopey smile, budding just slightly, wilts down to nothing. Nope, no mistaking – none of that "hard to get" malarkey.

Tiny pupils, darting around him, dodging his eyes.

He slows down, his hooves plodding softly through the grass.

She couldn't even talk, just whimpering.

He sighs. She's right. She's smart, not to like him. For the best.

Then why...?

Well shoot, ain't that easy enough? It was some kind of scheme her friend cooked up, no doubt. But Fluttershy wasn't having any of it. If he'd had any doubts...

I... said... n–!

Yeah. No, not having any of it. He heaves another heavy sigh. That's one mare out of his reach. Shame, really – he'd always kinda had a shine on her, ever since he'd first seen her.

But... no. Just no. For the best.

At least he'd had a nice chat with Rarity – even through all that, even if it was some kinda scheme. Never hurt to have a pretty mare pay you some mind. Celestia knows it's been a while – a LONG while, a dry spell the likes of which a younger him would've scoffed at.

And that ain't changin' anytime soon.

Right. Rarity's pretty, sure. Well, she's always been pretty, but now...

She's a whole lotta mare, no gettin' around that. More than a mare. A LADY.

He shakes it off. No point startin' down that road. Fool's game, anyway – she wasn't talkin' to him, not really. She was playin' matchmaker, and havin' her fun, and that was that. Seen that before, too, plenty of times.

And ended up doin' the matchmaker anyway. Plenty of times.

None of that! Not this time. Not anymore. It ain't like that – not with her. It's just not.

Besides, it's not like she's one of AJ's friends or anything.

He snorts quietly.

It's not like she actually likes you.

He nods to himself. Done here. That's all there is to it. He turns, coming face to face with a very narrowed pair of eyebrows over a set of bright green eyes.

"What are you doin'?" Applejack asks.

"AH!" He jumps back, shamelessly startled. "Uh..."

Applejack barely budges. "Yer just walkin' around in circles out here," she says, still glaring at him. "Y'alright?"

"...Yeah," he mutters. "Just, uh... thinkin'?"

"Thinkin'?" She snorts, just once. No need to even tell a joke.

Mac ignores it – he's on high alert for something else. They haven't talked much today, because if there's one mare he does know how to read, it's his sister. And there's something gnawing at her, something about him.

"You have fun last night?" she asks suddenly.

"Sure," he says innocently. "Did you?"

Her glare darkens. That was the other reason they hadn't talked much – Applejack had spent most of the day nursing a champion-class, blue ribbon hangover.

Again, no need to even tell a joke.

"You chat up any ladies?" Applejack asks.

Oh, horse apples.

Of course. He was sure she hadn't seen, but of course she found out.

"Look, uh..." he starts to say, cowering just a little.

"Rarity was askin' about ya," Applejack barks, rolling over his words. "Don't suppose you two ended up talkin' last night?"

"Well yeah, but –"

"Ah knew it!" Applejack crows in bitter triumph.

Mac winces, settling down for the usual lecture.

"I knew she was gonna pull somethin' like this," Applejack growls. "What did she say? Are you two goin' out already?"

"Nopony's goin' out anywhere," Mac says. His mouth is on autopilot – his head is stuck, Fluttershy's squeaks of terror ring out in his head, the panic in her eyes plain as day.

"Oh sure, for now!" Applejack sits back on her rump, just so she can throw her forearms up. "I know how that sneaky white unicorn is. When she wants somethin' it's only a matter of time! Next thing I know, you an' Rarity will be gettin' hitched!"

...Rarity?

Mac blinks at her.

"I knew it!" Applejack grumbles again. "I bet she's already got her hooks in you! Probably came up to you with her fancy, pretty words, probably smellin' like a bag of flowers, all battin' her eyes and flouncin' that mane o' hers around."

Mac blinks again, still fumbling to catch up.

"Had to be her! Of all my friends, just had to be her!" Applejack says, gravely shaking her head.

"Hold on now," Mac says. "I know she's yer friend. I ain't chasin' after her, you know I ain't."

"Oh you ain't, huh?" Applejack pounces forward, getting right in his face, pounding his chest with a hoof. "Why not? She isn't good enough for you, after all that?"

"What?!"

"Thinks she's good enough for you," Applejack rambles, glaring off to the side, ignoring him. "Why, that frou-frou finaglin'... that fancyfyin' temptress... that... that..."

"...That friend o' yours?" Mac says.

Applejack turns back to him with a look that could level an orchard. For once, it shakes him – he shuffles back, too close to the fire in his sister's voice.

"That's right, she IS my friend!" Applejack yells. "One of my best! You hurt even one strand of hair on that overdone coat of hers, and I'll –"

"Whoa, whoa, back up a bit!" Mac says desperately.

Applejack doesn't. "An' I swear, if she thinks she can just run you around like all those colts she's got doin' favors for her... none of that! Not for my brother, no way! Thinkin' she can string you along, like poor lil' Spike..."

"AJ!" He bellows it out, unleashing a level of volume he's good at keeping hidden.

Applejack stops mid-word and raises an eyebrow at him, daring him to go ahead.

What in the HELL are you on about?

He doesn't say it. "She just said hello, that's all," he says instead, back to his usual subdued drawl. "Just chattin'."

"Hmph," Applejack grunts. Not having any of that.

"Look, I'm sorry," he says, bowing his head. "I know she's yer friend. I know, we talked about this. You're right."

Applejack just stares at him – her eyes soften, her shoulders relax, the hackles lie down flat. Mac can't believe his eyes.

She almost looks... sad.

"Well... I mean, it's been a while," Applejack says quietly. "I know what I said, but..."

Mac's jaw hangs open a bit. Now his ears must be broken – there's no way.

"Supposin' she likes you," Applejack says. "Suppose she really does. And suppose you got eyes for her?"

"Uh..."

"'Course you do. Why wouldn't you?" Applejack says. "I mean, the two of you should make a go of it, right? If that's what she wants." Applejack rubs one forearm with the other, grimacing off towards the sunset. "If that's what would make her happy. Right?"

"Uh...?"

"An' yer gonna treat her right, darn it. IF she comes callin'. I don't wanna hear nothin' about you goin' after her, doin'... Ah dunno, whatever it was you used to do."

Now Mac grimaces. It's been a happy long while since his sister saw fit to bring that up again.

A LONG while. Ain't it been long enough?

"Yeah, you heard me!" Applejack says.

Mac rushes to make his face blank, to cover whatever gave him away.

"You think I wanna have Rarity come up to me, all cryin', askin' ME why you don't come around no more?" she goes on. "You think I wanna hear her beggin' on her knees in front of you – oh yeah, no, I heard all those times – beggin' –"

"AJ, come on..." he grunts through a hurt scowl.

"And you," Applejack scowls right back, her voice low and mean. "You. Everytime. She'd be cryin' and beggin' and askin' why you wanna hurt her like that, an' oh please, Mac, please... and you just..."

She stands up straight and rigid. He cringes, really cringes, closing his eyes as his sister does her best impression of him.

"Nnnnnope," Applejack says in a dopey, deep voice. "Nope, Ah'm just too busy bangin' the seed seller's wife so's he won't cut Applejack any nice deals no more."

"Hey, I didn't –!"

"You didn't what," Applejack growls, leaning in, close and menacing, close enough to baste Mac with the sharp sting of whiskey on her breath. "You gonna stand there an' tell me you didn't tear up that poor fella's marriage?"

Mac tenses his shoulders up, staring off to the side. Sulking like a guilty colt.

"Maybe you didn't notice." Applejack shrugs, almost pulling off innocent sarcasm. "Yeah, I think that was right around when Aloe caught you cheatin' on her with Lotus, and then she caught you cheatin' on her with Redheart. Is that how it went?"

Almost. The Mayor was in there somewhere. He keeps his mouth shut.

"Guess you had your hooves full," Applejack growls quietly, saving up for the coming outburst. "You know Carrot Top won't even talk to us anymore 'cuz of you!" she yells, pointing a hoof off towards their next-door neighbor.

He just bows his head lower.

Applejack shakes her head, really putting her all into it. "And that's not even..."

"Hey!" Mac snaps his eyes up. They lock stares, scowling and fighting without moving a muscle, butting heads the way only siblings really can. Mac begs – maybe it looks angry, but he begs all the same – pleading with his sister to let that one lie.

She does – the words she was about to say fade out of her eyes. Mac sighs with relief – there are some places you just don't go. Even if it has been a long while.

Applejack gives him a long, hard stare. Thinking, maybe. For once, Mac has no idea what's going on in her head. She sighs and stares at the ground for a while instead.

"Sorry," she says quietly. " I'm bein' kinda hard on ya, huh?"

Mac doesn't say anything. It's okay. He knows he deserves it.

"I just... I know it's been a while and all..." she starts to say.

Mac perks up silently.

"I wanna ask you to promise me," Applejack says, locking eyes with him again, deadly serious this time. "But that never seemed to stop you before."

She may as well have hammered him in the gut. He barely moves, just a twitch of his ear and a slight tensed frown in his lips.

"Promise you?" he croaks.

"That you won't hurt her," Applejack says.

"I won't!" he says instantly. "Ah swear! I ain't like that anymore."

She glares harder. He thinks, for just a second, that she's going to tear into him again. Instead, she just nods.

"Supper's on in a minute," she says. She throws Mac one last look and then trots off with purpose.

He watches her go. But he doesn't move.

Well, that was... better?

Maybe.

How long has it been?

Years, easy. Years and years and lonely, lonely years. And even after all that, Applejack doesn't believe him. And why should she? They're just words. And his words had been proven worthless a long time ago.

I promise.

He means it this time. He does, he knows it. He's gotta show her, somehow... and here it is. His chance. A mare, one he can love and hold and do right by. If she'll have him.

She must know. About me. About what I am – was. She's gotta.

But she has her eye on him anyway. She asked about him, all the same. Could she...?

He takes a deep breath, puffing his chest out, standing straight and tall. Staring towards the house, where Applejack is no doubt putting a fine meal together.

He should be helping her. He should march right on in there and lend a hoof, like always, and sit down with his family and have a nice dinner. Like always.

He glances away from the house. Down the road. Towards Ponyville.

Now, now... AJ said...

He snorts. Sod on what AJ said! If the smell of her breath was any clue, she's probably lettin' some hard drink talk for her at least a little. Shoot, hair of the dog is one thing, but Applejack...

He winces again, falling down low just as he was flying high. Applejack.

No. Make it right. Come on, cowpoke, this is it.

He can show her. All of them. Maybe he's not a scoundrel – not anymore. He can court a mare, a lady, a friend of the family's. Court her proper-like. Like a real gentlecolt.

This is his chance, maybe the only one he'll have in a while. And it might never come back.

He looks at the house. Then down the road. Back and forth, glancing to and fro. This can work. This is right. He oughta march right on down road right now and make this happen.

But AJ...

He doesn't look back. Somewhere down that road there's a lady with her eye on him, just waiting for him to make her day.

And what kinda scoundrel would keep a lady waitin'?

He nods to himself, one last time. He sets off down the road, towards Ponyville.

Drifting

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?

Just This Once

Normally, Rarity would be fussing over herself. Not that anypony would notice – she's far too good to be noticed doing it. Not that it would be necessary, either – she looks perfect, she knows, her beauty honed to a knife's edge through hours and hours of work.

No, but she would still have to. Her beauty is fragile, she knows, a wilting flower needing constant care and maintenance. A slight tuck of one of the pleats on her skirt, maybe, or a quick adjustment of her makeup – these things would happen with barely a thought, as natural as hemming a cuff.

And then there was Fluttershy.

It would be nice to have someone else to fuss over, but the mare next to her stubbornly continues looking perfect, with no interference whatsoever. It's maddening, sometimes – she's never understood how Fluttershy, who takes only the most cursory care of herself to be polite, manages to look...

Well, like Fluttershy.

She's seen Fluttershy, seen her all kinds of ways – seen her crying, seen her bleary-eyed and just waking up, seen her covered in mud and slime and Celestia only knows whatever else the Elements have gotten into on their many adventures. And she always, always, looks pretty. No, not pretty. Twilight is pretty. Dash could be pretty, after a while. Applejack is pretty in a rustic way.

Fluttershy is gorgeous, without even trying. It's confounding – they've spent hours at the spa together, and Rarity always swears her friend looks even more pretty before all the treatment.

Rarity looks her over, again, carefully inspecting the pink dress she made. She's dreadfully obvious about it, all caution thrown to the wind. Maybe that seam is riding a bit...? No, it meets the line of her wings that way, even if they are sort of... drooping.

Rarity sighs, loudly.

Fluttershy dares to look at her, and immediately darts her eyes back to the ground in front of them.

"Something wrong?" Rarity asks.

Fluttershy doesn't move.

"Don't worry, I'm here," Rarity says.

Fluttershy just cringes.

Rarity puts a foreleg over her friend's withers. It's strange – not a trembling, jittering pegasus like before, wired with anxiety. Tonight, Fluttershy is stock still, cold and unmoving under Rarity's arm.

"Don't worry," Rarity says. "Remember the plan."

Fluttershy sighs, a huffy little noise making her sink onto her hooves.

"It's going to be alright," Rarity says, for the hundredth time this week.

"...I know," Fluttershy says.

"This is perfect, actually," Rarity says, again for the hundredth time. "Your dress is much prettier than mine, and I have a place in mind you'll just love."

"... a place?" Fluttershy asks.

Rarity rolls on – as if she hadn't explained this all to Fluttershy dozens of times. "Just remember to try to have fun. Relax, Fluttershy! You must relax – as long as you act the way you do around me or Twilight or Rainbow Dash or... well maybe not Rainbow Dash." Rarity pauses, putting a hoof to her chin. "He's sure to see how lovely you are."

Fluttershy turns to her, for the first time for what feels like a long time. She's almost... Rarity would think she's almost glaring, giving an angry little pout.

But of course she's not. She's just nervous, the poor thing.

"What?" Rarity says, in perfect feigned shock. "Look, I know this is a bit... strange."

Fluttershy goes back to pouting at the ground.

Rarity scrunches her nose up. This just won't do – this is it, Fluttershy's big chance to shine, again.

And she's moping and wilting. Again.

ENOUGH already!

Rarity very delicately ignores that thought. "Look, I know this isn't exactly how you wanted it to be. Celestia knows things didn't go well when I thought I met my prince."

Fluttershy turns to her again, her big doe eyes a little curious now.

"But that ended up working out for the best anyway, and – oh! There they are!"

Fluttershy had been squinting at her, starting to raise one eyebrow. Her eyes go wide as she follows Rarity's hoof, her body jolting and tensing up like before.

"Oh, and he's brought... is that Caramel?" Rarity says, taking her hoof off of Fluttershy to wave them over. "Don't worry, Fluttershy, I'll keep him plenty distracted and then..."

"I can't!" Fluttershy whispers.

"What?" Rarity sputters, flashing Mac a forced smile – Yes, I'm here, we're here, come on over – then ditches it instantly. "Fluttershy, please! You like him, don't you?"

"No," Fluttershy closes her eyes, shaking her head back and forth. "No, no, no..."

Rarity takes her eyes off Fluttershy for a moment – their dates are still a good ways off, threading through the crowd. She tries to give Fluttershy a reassuring pat on the withers and almost falls over, flailing at nothing.

She is alone, of course, the only evidence of a former pegasus being a few stray yellow feathers in the grass.

"Oh, for the love of..." Rarity groans, planting her face into her hoof.

"Uh... everything alright?"

Rarity snaps her smile back into place. Mac is there, a head taller than her and wearing... a tie?

Oh, and he combed his mane! He is just DARLING!

"Uh... I thought you said I had a date?"

Rarity blinks at the second stallion before her, almost forgotten.

"You've met my cousin, right, Rarity?" Mac says, nodding towards Caramel.

"Oh yes, of course!" Rarity says. "We're neighbors, after all."

"Yeah, good to see you," Caramel says, in a way that says no such thing. "Seriously though, what's going on?"

"Um...?" Mac nods at him and then raises his eyebrow at Rarity.

"Oh! Uh... er..." Rarity shuffles in place, mind racing. "Yes, that uh... yes. Double date. Two. Aheh."

Caramel stares back at her, unamused.

"I brought Fluttershy," Rarity offers.

Mac winces and sucks in a breath.

"She's just... uh... she'll be right back! Had to run to the little fillie's room." Rarity nods. Then she darts her eyes around – Fluttershy is nowhere to be seen. She sighs, loudly.

Fluttershy, WHY?

"No, sorry, that's a bit of a fib," she says. "I'm really sorry, I don't know where she is."

Caramel narrows his eyes, but it's toothless – the rest of him is deflated, gone, defeated. "Oh," he says. "Cool. Stood up, then, I guess."

"Aw, Caramel, come on..." Mac starts to say.

"No, I get it," Caramel says. "She probably took one look at me and took off."

Well she wasn't looking at YOU, Rarity almost says.

Ugh, that's worse, isn't it?

"We can still make a night of it!" Rarity offers with a hopeful smile. "You know, just three ponies, out on the town! Doesn't that sound lovely?"

Mac nods with her, looking at Caramel as if that sounds like a splendid idea.

Caramel side-eyes both of them. "Whatever." He snorts quietly, turning to leave. "You two enjoy your date."

He sulks off, leaving the two of them. Alone.

Together.

"Damn..." Mac says, shaking his head. He jolts and bows a little as soon as he remembers who he's standing next to. "‘Scuse my language, Rarity..."

"Oh no, I think that was somewhat appropriate," Rarity says. "This has turned into a bit of a mess."

Indeed. But wait...!

"Isn't he...? I thought Caramel was going out with..."

"Broke up," Mac says. He leans in and loudly whispers the next part. "Kinda nasty, too. I thought maybe... you know."

"I see... I really am sorry," she says. "I swear she was just here."

Rarity feels like Mac shouldn't believe her – she expects it at this point, it seems like the obvious response. But he doesn't look upset or annoyed, or nod knowingly. He just kind of shrugs, smiling a smaller version of his usual easy, vacant look.

"Hope that doesn't mean we can't have a good time," he says.

Rarity starts to answer, but...

Leave. Apologize again, go home, call this whole thing off.

Of course. Obviously. There is a plan, and this is not the plan.

But he's... oh, but look at him!

She does. Not at his muscles or his boyish freckles or his adorable tie, but at him, looking back at her, honest and hopeful and so, so obviously happy to be here. With her.

How could she just leave? How rude would that be, to just walk out after all that?

I am a LADY, and I shall conduct myself with GRACE.

She nods very seriously. "Of course it does not, Macintosh."

He breathes out an exaggerated sigh of relief. "Shoot, that makes my night. I've been lookin' forward to this," he says, holding his foreleg up towards her.

"Me too," she... lies? Either way, she touches her arm to his.

He leads the way, ambling along through the light crowd. She know's where they're going – she'd planned the whole evening for them, after all. And it's a perfect evening for that plan, a warm summer night, the kind of night perfect for just hanging out around town square, chatting or eating or lying in the grass, which plenty of ponies are doing.

Planned? Are you sure you don't mean carefully manipulated?

Of course not. Proposed, is what she had done, politely proposed and suggested and plotted a perfect date for Macintosh and Fluttershy.

Yes, for... for Fluttershy. She grits her teeth, somehow maintaining her smile.

This is fine. Just... stick this one out. Have a nice time.

Indeed. Be polite, have a good time, bid him goodnight and regroup tomorrow.

There. Simple. All I have to do now is be anything BUT my usual charming self.

"Perfect night out for this," Mac says, taking a deep breath, like he's tasting the air. "Almost like you knew."

Well of course she knew – she'd checked with Rainbow Dash three times over.

"Oh, it wouldn't have mattered if I had – this is one of my favorite places, after all," she says.

"Yeah?" Mac says. They stop at the gate, both staring at the little open-air cafe. A quiet, simple spot, right off town square. "I dunno, I thought you would be more into one a'those fancy restaurants."

And you would be right.

She's not really a fan of this restaurant – far too rustic. Fluttershy loves it, of course.

"Oh, it's just... uh... a darling little place. Very..."

Kitschy?

"Charming! Yes, charming," she says. "They do excellent tea here, actually, and – oh!"

Mac is bowing, and more than that – he's holding the gate open for her with his teeth, politely waiting.

"Oh, thank you." Rarity steps through like she's entering a high-society ball. "Rarity, table for four?" she says to the hostess.

The earth pony mare cocks an eyebrow at her. "And the other two are coming along shortly?"

Rarity winces. "Er... change of plans, actually. I suppose a table for two will do nicely, if that's alright?"

The hostess nods and smiles and explains how that's just fine, actually, then leads them through a restaurant that Rarity's never seen before.

Not literally, of course. She's been here dozens of times. But that was always for lunch, with Fluttershy, in the bright and sunny and casual daytime. Now it's all candlelight and young couples making eyes at each other, a sea of small tables meant for two with just a few larger tables grudgingly left out.

And I see why the hostess was so happy, then.

She leads them to a table near the corner, just far enough away from the other tables. Rarity levels her eyes at the restaurant, making a show of being unimpressed. Sure, this is an incredibly romantic spot, far better even that she'd imagined.

But please. EVERY table has a single flower in a glass vase?

AND the candles? They're trying so hard it's almost too much. Almost.

If Fluttershy were only HERE, I'd be squealing about how perfect this is.

But she's not. Rarity comes back to realize that Big Mac has pulled her cushion out for and is waiting, again patiently, again politely, for her to sit.

"Oh!" She jolts and rushes to sit, smiling as Mac lingers for just a half-second with his muzzle down near her rump. "Thank you, Macintosh. Sorry, I was just, uh... taking it all in."

"Heh, me too." He chuckles, just once, and settles down across from her. "This ain't my usual kind of place. Think I might like it, though."

Rarity raises an eyebrow at him, making sure to smile.

But not too much!

Right, of course, tone it down. "And what is your usual kind of place, Macintosh?"

"Oh, shoot, I dunno." Mac seems to think this over quite seriously. "I go by that pub around the way sometimes. I guess most nights I like to just kick back out on the Acres – you know, have a cider or a beer or somethin', hangin' out around the orchard."

Rarity nods and smiles – it sounds ghastly – and very pointedly examines her menu.

She's not really reading it, of course. She magically picks up her water, swirling it around faux-absentmindedly, and watches Mac out of the corner of her eye. He's so obviously, adorably out of place here, his tie just a little crooked, his mane clumsily, barely combed. Of course he belongs back at the farm, maybe sipping a beer by a campfire, maybe curled up in a blanket with some lucky unicorn mare -

PEGASUS mare.

pegasus mare, sleeping out under the stars, sharing their love among the sweeping grandeur of nature and staying up all night whispering sweet secrets to each other and -

He's staring at her. Rather, she's staring at him, and he's noticed and he's looking back at her, obviously thinking she's about to say something.

Well say something!

Say what?

SOMETHING. Make conversation!

"Ahem!" Rarity composes herself expertly. "And that's where you usually go on dates?" she asks. "Sweet Apple Acres?"

Mac's eyes go wide, but only for an instant. He chuckles again. "Shoot, been a long time since I took anypony out for the night."

Ah, that – that thing Rarity had never discussed with Fluttershy. She'd heard things about Fluttershy's potential paramour, things that had all happened before Fluttershy ever moved to Ponyville.

Heartbreaker. Stud horse. Stallion-about-town.

Scandalous things, from the sound of it, but details were lacking. Rarity had been younger then, after all, still in school. All she knew for sure was that Macintosh was a stallion in high demand, leaving mare after mare breathless and longing. She had certainly never filled in the sweaty details with her own imagination, alone at night in her old bedroom at her parent's home.

She chases the thought away. Wouldn't do to be too hot and bothered, not when composure was so very necessary. Besides, she hadn't heard anything to that effect in ages.

"And why is that? If you don't mind me asking, of course," she says.

Mac opens his mouth to speak, but catches himself – he takes a long moment to ponder, staring at the candle on their table before answering. "Well, uh... if you don't mind me talking pretty straight about it?"

"Not at all," Rarity says, grinning inside.

Finally, something juicy!

"I used to. A lot. Maybe too much," Mac says, just wistfully enough. "Might as well put it out there. I was just bein' a dumb colt though. Back then."

Rarity says nothing – she knows that much, of course, but she doesn't let on.

"When I stopped bein' dumb, I put my head down and just stuck to work. You know, helpin' AJ on the farm, keepin' the family together."

Rarity stifles a snort. "Focusing on your career?"

"Guess you could call it that." Mac chuckles. "But it's been a fair while, and... I dunno, I guess I've just started thinkin' I wanna find somepony. You know, something different, from before. Somepony special. You know what I mean?"

Only EXACTLY.

"I suppose so," she says instead, forcing herself to look disinterested.

Mac lets out a chuckle. "What, you ain't interested in all that?"

"Well I have been known to be focusing on my career," she says haughtily. "Besides, I thought I found all that. Once."

Mac just raises his eyebrows, clearly interested.

What are you doing?

What? We are talking, have a perfectly pleasant conversation about...

That? You really want to go into all that?

Oh, and what else are we going to do? Sit here silently all night?

Rarity sighs loudly. "I had this... silly... thing, with a..." she trails off, willing herself not to growl.

Boorish waste of a unicorn?

"Think I heard about that," Mac says. "That time all you girls went to that Canterlot party?"

"Yes, the Gala," Rarity says automatically. "Wait, you know about that?"

"AJ was chattin' about it fer days when y'all came back." He rolls his eyes, just a little. "Growlin' about some stuffed-up Prince. Sayin' he couldn't see a good thing when it landed right at his hooves."

Rarity freezes, her mouth hanging open just slightly. "Oh. I didn't... I didn't know your sister..."

Cared?

She clears her throat. "At any rate, he was not what I was looking for."

"How's that?" Mac asks.

Rarity blinks at him.

Aren't we the nosy one?

"Well..." she hems a bit. "I had all these foalish dreams, I suppose – you know, the handsome, charming Prince swooping into my life and sweeping me off my hooves," she says, gesturing theatrically, ending with a well-practiced sigh. "It all seems very silly now."

"Why?" Mac says. "Ain't that what everypony wants?"

"What, you want that?" She grins wickedly.

"Oh sure." Mac chuckles. "Can't wait for my handsome Prince. Carry me off into the sunset all fairy-tale like."

Rarity snickers. She really can see it, somehow – Prince Blueblood, rose stem in his teeth, impossibly lifting Macintosh in his hooves and prancing off with the swooning stallion.

"So I'm guessin' you ain't into all that these days?" Mac asks.

What, hot prince-on-prince action?

She fights the blush that threatens to rise on her cheeks. "I am... busy," she says instead.

"Well I'm glad you got time enough for me," Mac says with a delightfully handsome smile.

"Well, you aren't..." Rarity halts, frustrated with her own mouth.

You aren't FOR me. Careful, throw him off the scent a bit!

"I don't know, Macintosh. Don't get me wrong, this is very nice," she says, holding her arms out at the staggeringly romantic restaurant around them. "But I don't want..."

She trails off, completely at a loss.

Don't want what?

A calm, quiet gentlecolt? Polite and handsome and gentle and handsome and...

No, not at all. Not for Rarity!

He's leaning forward a little, hanging on her trailing words. Staring at her, rapt, unblinking, completely at her mercy, and as much as Rarity loves it, loves it intensely with a rush in her lungs at being so important to somepony, feeling her heart beat faster at his eyes on her, she just...

She can't.

She bites her lip, struggling to come up with some way to break it to him.

"Macintosh..." she starts to say.

And then their food arrives.

Her words stop dead, which is fine as she had no idea what to say. Their waiter drops an elegant salad of some kind in front of her and a delicately-cut sandwich in front of Mac, which he eyes suspiciously.

Rarity dives right into her salad, a desperate, drowning grasp at a life preserver. She doesn't taste it in the least. Mac shrugs and takes a few bites of his food, seemingly unbothered.

"Sounds like you got burned pretty bad," Mac says between bites.

Rarity starts a little, struggling to finish her current mouthful. "Excuse me?" she says, dabbing a napkin to her lips.

"Before," he says. "Sounds like you just wanted a stallion to treat you right."

Rarity turns that one over in her head. It's absolutely true. Although she isn't quite sure she likes hearing it from him.

"Doesn't everypony want that?" she says.

Mac just nods thoughtfully.

"It would seem that's too much to ask, though," she says ruefully.

"...Yeah..." Mac sighs. "Yeah, that sounds about right."

Rarity freezes again, salad fork halfway to her mouth. "...What?"

"Stallions," he says. "Can be a right buncha scoundrels, can't we?"

Rarity grins carefully – sure, she'd meant to sound like she wasn't interested, but... "Macintosh, I didn't mean..."

"No, yer right. You don't gotta dress it up, you're right. I ain't puttin' myself aside, either. I've been... uh..." He sighs thoughtfully, she swears she can see him putting the words together. "I've been pretty dumb, before."

Rarity just stares at him.

Alright, I'll just... let him play this out. See where he's going.

At least he's talking, anyway.

"I used to think that's just how we are. Stallions, you know? Think with the wrong head, and that's that."

Rarity winces a little, but says nothing.

See? That was a bit crude. No point drooling over him, he's just as uncouth as his sister.

"But I know we can be more than that. I can be more than that," he says, growing more determined with every word. "I wanna be more than that."

He puts his hoof on the table, sliding it towards her – just a little, just reaching out enough. He's looking at her, meeting her eyes with a solemn swear.

Rarity stares back at him, wide-eyed.

He's... dear Celestia, he's...

She moves her lips a little, silently. She'd been expecting some light banter, perhaps at the most a risque suggestion or two. She certainly hadn't been expecting her heart to be pounding through the front of her dress, swallowing up any words on her tongue.

"Anyway," he shrugs, smiling that coltish, honest smile he has. "That's just the way I see it these days."

Rarity purses her lips, rushing to reconsider things.

Alright, there's far more to him than I thought, perhaps.

Indeed. It seems imperative now to get to know him, really know him.

To pass on to Fluttershy, of course.

Of course. Naturally. She goes over her evening's plans, forever forgetting her salad – she has four tickets in her purse for a film, some sappy romantic thing the critics are panning. Playing in one of Ponyville's parks, an outdoor screening set up in light of all the good weather.

The kind of thing Fluttershy would die for, of course.

But watching a movie in public is hardly conducive to conversation, now, isn't it?

A wasted opportunity.

And besides...

Fluttershy isn't here.

That. Fluttershy is gone, abandoning Rarity.

… Again.

Again! Doing her very best to resist any possible chance with this very striking, very thoughtful, very soft-spoken and charming colt.

Rarity takes a deep breath. These are thoughts for later. For now... well, she might as well take advantage of now. This is her chance to get something out of him.

Talking. Get words out of him. For Fluttershy.

Yes. That. It's not as if she'll accept a second date with him. This is her chance.

"...Macintosh?"

He looks up from his sandwich.

"Where was that pub you mentioned?"

• • •

Wrong.

She keeps hearing it in her head, for some reason. Wrong, this is all wrong. The ground keeps shifting under her hooves, sending her head into slight tizzies of spinning every time.

But it's alright. After all, she has something very solid to lean her weight against.

"You doin' okay?" Mac asks, cheeky laughter hiding behind his words.

"Am I...? Am I, ha! Don't be silly!" she says, still giggling and leaning on his large, stable body. They're walking together, sort of shuffling along down Ponyville's dark streets, and every movement sends her body shifting against the motion of his muscles.

"Are you okay?" she asks, grinning into his rough coat.

"Never better," he says.

She can't see his face, but she knows he's smiling. That wonderful, honest, open smile, the one she'd been enjoying all night. If she'd known how to properly draw it out, she would've gotten drunk with him years ago.

"Almost there," he says.

"Mmmm." That's almost good to hear – the ground is still rolling under her hooves a bit. But it also means... well, the night has to end sometime, doesn't it?

She closes her eyes, still shuffling along with him. She's not nuzzling him, not really, not rubbing her face against the firm curve of his shoulder. They're just walking together, and yes perhaps she's gotten a bit tipsy, and her face just happens to be there.

He smells – not of apples, no, but of hay and grass and dirt and a little bit of sweat. Of the outdoors.

It's awful.

She nuzzles him harder, taking a deep breath, drinking in his scent.

"Mmmmm!" she moans deeply.

"Aheh, umm... Rarity?"

"Yes?" She tears her nose away, blinking off the haze.

"We're here."

She looks up. Carousel Boutique looms over them.

"...Oh," she says, sounding far more disappointed than she meant to.

"Yeah," Mac says, in the exact same tone.

Rarity doesn't move. It's very... well, warm isn't exactly the word. It's the middle of Summer, everywhere is warm. Besides, there's nothing wrong with leaning up against him. They'd been sitting like that in the bar, after all... not cuddling, no! Just... sitting together. Snuggling, at the most.

"Door's open?" he asks.

She shakes her head – how quaint! They probably don't bother locking up out at Sweet Apple Acres. She levitates her keys out, a bit shakily, and unlocks her door.

On the first try!

She may not be Twilight Sparkle, but she has always prided herself on her fine levitation control.

I'd like to see Twilight pull THAT one off after that many-

She sways a bit more, and notices cold emptiness at her side. Mac is holding her door open for her, bowing elaborately.

"Oh, well thank you, Macintosh," she says, stumbling inside.

"My pleasure... heh... Miss Rarity."

She giggles, biting her lip a bit – they'd started doing that at the bar, too. It gives her a giddy little thrill every time, hearing this roughshod farm horse speaking like a fine gentlecolt.

"You gonna be okay?" he asks, no acting this time.

"Oh, I don't know," she says, resting her hoof against his chest. She leaves it lingering there, staring into his eyes. "I've done quite a bit of walking today, I shan't know if my delicate hooves will make it up all those stairs."

He grins down at her.

And what are you so smug about? There are quite a few stairs.

"You want a hoof up there?" he asks.

Oh, I should think so!

She just nods, looking up fawningly at him.

He ducks and shoves his head under her legs -

UNDER, he's just picking you up, calm down...

...And lifts her up onto his back. Her heart starts up again, flighty and trembling, as she rides him up the stairs.

She wraps her forelegs around his neck, resisting the urge to squeal with delight. He's big.

Yes, obviously. He's big.

Yes, but... he's large, a shifting mass of muscle, pounds and pounds of beautiful male body working beneath her. She's perched on his back, straddling him, and she gets the mad urge to grind her hips against him.

Oh, would you STOP acting like a horny schoolfilly?

She pouts and buries her face in the short, rusty refuge of his mane. Dark hallways move around them and then, all too quickly, she opens her eyes and sees the extravagant luxury of her bed.

Mac carefully crouches, letting her climb down from his back and roll onto the sheets. She sighs as she sinks into them – back in the comfort of her own domain, surrounded by silk and lace and...

And a PRINCELY stud of a horse.

She looks him over – yes, a fine specimen indeed. Nothing wrong with this stallion, not anything the eyes can see, anyway.

"You... uh..." Mac stares back at her, just a little uneasily. "You want anything? Glass of water?"

"Mmmmm, no, I think I shall be fine," she says.

"Well... uh..." He doesn't move, stone-still at the edge of her bed.

"Leaving so soon?" she says, throwing a hoof out to lay against his forelegs.

"...It is kinda late," he offers feebly.

"It's such a long walk back," she says, "Are you sure you wouldn't like to stay?"

Mac's eyes shoot open. Rarity's do the same.

WHAT are you DOING?

Being polite. It is a long walk!

"Look, I, uh... don't wanna be takin' advantage of anypony..." Mac says.

"Oh, please, you're as drunk as I am!" Rarity says, irritated. She shoots up on her bed. "And what exactly are you implying?"

Mac cocks a very confused eyebrow. "What are you implyin'?"

"Just sit with me." She half-pulls, half-yanks him into the bed with her, snuggling up against his side as he sits down.

There. Much better.

It's intoxicating, so much more than all the drinks. She sighs the moment she feels his body against hers, sighs and relaxes and feels all that cold, lonely dread in her heart just melt away.

So much different than she usually feels in this bed. She knows exactly how lonely it can feel in here, and the last time she shared this bed with anypony...

Well... that was different.

Quite. Sure, she loves Twilight, in many ways, but that... was different. A surprise. An impulse, a pleasant one. One she still doesn't entirely understand. But this...

He shifts against her. She feels his arm, his thick, taut foreleg, come to rest over her withers and it's just bliss.

This...

...is WRONG.

...this was everything she'd ever wanted.

Some time passes, the two of them just sitting together, warm against each other. Rarity takes care not to think about exactly how long they rest in each other's warmth.

"...Had a great time with you tonight," Mac mumbles, breaking the spell. "Makes me feel darn stupid, not askin' you out until now."

Well you SHOULD feel stupid.

"Better late than never," she says instead.

She feels him nuzzle against the top of her head, moving his broad muzzle through her mane. His lips brush against her head, just slightly, the tiniest ghost of a peck, and she shivers at the contact.

He should leave. You should tell him to leave.

For the best. He goes home, I go to sleep, and tomorrow...

It's back to the plan.

She sighs, loudly. It just... it just doesn't feel right.

How could I just toss him out, after such a lovely evening? Especially knowing I'm going to turn him away after this?

Cold, is what it is. Cold and mean and duplicitous.

Then what are you going to do? Keep stringing him along?

He shifts against her again, leaning his head against hers, and she feels him smile. She can feel him, at her side, just... happy. Happy to be there. With her.

Oh, this is terrible. Just tell him!

She girds herself up – this had to happen eventually, didn't it?

"...Macintosh?"

She places her hoof against his chest again – his lovely, broad chest – and their eyes meet.

TELL him. DO IT.

Oh, but how? How ridiculous is this going to sound?

I've only gone on this date with you because Fluttershy wants you.

Yes, that's right, Fluttershy. Fluttershy, who could have anypony she wants, who everypony is always asking me about, supermodel perfect-mare Fluttershy.

Well OF COURSE she's too nervous to talk to you.

It sounds utterly ridiculous. He'll probably never talk to either of them again.

He smiles at her – a different smile, a much better one, calm and sure and sweet. He places a hoof over hers, gently pinning it to his chest, and just holds her eyes with his.

She winces and swoons inside – this can't be, it just can't, no matter how lovely it seems, and it... it just...

It's not fair.

And then he's kissing her.

What?! WHAT?! He's KISSING me?!

Her eyes are closed, and she feels lips against her own.

No, you idiot, you're leaning up against him!

She jerks back, her mouth hanging open as soon as it's free. She barely felt it, lost in the leftover haze of her drinks, but that is most definitely something that just happened.

Something YOU did.

NO, no, it just... happened!

Hmph.

He's staring back at her, looking just as shocked.

"You... I... " she stammers.

"Shh," he says, holding a hoof up to her chin. "You don't gotta say a thing."

And then he's kissing her.

It's perfect, just magnificent, every other kiss she's had a sad preview of this lovely, wonderful meeting of lips. She tries to remember to breathe and feels it come back in flighty pants, wound up by his strong tongue slowly taking hers.

This... okay, okay, calm... just... just some kissing. Just a bit of kissing. No harm in that.

He breaks away, but only for a second, running his nose up to the base of her ear and down her neck, planting one big, wet kiss at the base of her jaw. She shudders in place, eyes slammed shut, her mouth hanging open and lips shaking with every bit of his motion against her.

No... no harm in this AT ALL.

He nudges her face to the side, working his way across and back to her lips, and they moan together as their tongues meet.

Oh... Ohhhhhhh he is just...

Her heart is pounding again, pounding with the urges in her head every moment to take him in her arms and hug him close and touch him, feel him touching her, just ripping this tawdry dress of hers off and doing things to her. Anything. Everything.

His mouth leaves hers and she dares to open her eyes. It only makes things worse – he's panting too, panting and smirking at her with his awful, handsome freckles and those damn green eyes, sparkling at her in the dim shadows of her dark bedroom.

She fans herself with a hoof. Is that sweat on her brow?

"Oh... oh my," she says. It is ridiculously hot in here, somehow.

Summer. Just Summer.

"Hold on a moment," she says, using her magic to fiddle with the buttons on the back of her dress. They prove to be troublesome – she knew she should've used a zipper – and she grunts and fumbles and squirms, fidgeting on the bed.

"You, uh... want some help?" Mac asks.

"Just a moment!" Rarity flops over on her side, then on her back, then onto her side again, away from him, trying to squeeze out of the fabric prison around her barrel. She pulls and yanks at the top button, angry at her suddenly-clumsy magic, and then finally...

Ahh! Oh, SO much better!

Cool air leaks into the hair of her coat, and her chest expands into its new freedom. She hadn't realized how hot she felt, damp heat glowing from her body now that it has a place to go.

She grasps big folds of the cloth in her magic, much easier now, and starts to pull it off over her head. This soon proves difficult as well.

Celestia's sake, what size did I make this?

She flexes and rolls on the bed, struggling to squeeze the waist of the dress over her head. All seems lost, but then something pulls and yanks, just a bit rough, and her body tingles as cool air washes over her.

Mac tosses the dress aside, prompting a look of mock-offense from Rarity. She stretches and flicks her tail, taking care to keep her legs delicately closed, and smiles up at him.

"Why thank you, Macintosh," she says, not at all seductively.

Not at all. No, just... just relaxing. He helped me out of my dress, that's all, and now we are having a pleasant, relaxing night.

He's sitting next to her. Looming over her, a bit, looking like he's trying not to run his eyes all over her body, and failing at it.

Yes, he can look. Just look. We're just looking.

"Look... Rarity?" he says, leaning away.

Her breath catches in her throat. "...Yes?"

He turns away, chewing his own lip.

"You don't...?" she asks, curling her forelegs against her chest.

No! He doesn't want to! Good!

"Don't get me wrong, I'd love to... uh..." he trails off, making the deadly mistake of looking at her.

She pouts inside, the restless twitching of her tail dying down. What was she thinking? They're just sitting together. Nothing more on his mind.

"I don't want you thinkin' that's all I'm after," he says.

She makes a fine show of looking offended, stomping one hoof against his shoulder. "And what do you mean by that, exactly? All I said was that you could stay."

Yes, stay. Just... stay. Nothing wrong with that.

He snorts, smiling. "Right, heh. But... y'know. No need to rush, right? We got all the time in the world."

She pouts again, feeling an awful hollow stab in her gut.

No, we don't. We really, really don't.

She can't say it. This is their last night together, and that is that.

"So... I mean, don't get me wrong, I want to see you again," he says.

She crams her face against her hoof. This is... he's right, but he's also wrong, so very wrong. If only they could just...

NO. Do not EVEN.

Just once. What's the harm in that?

You must be joking.

Just this once, just tonight. For once, Rarity gets hers.

Just once?

Exactly, just the once, and then everything goes back to normal.

Lonely, awful normal?

Nopony has to know. No pony in particular.

You are the WORST.

Well perhaps she is the worst? I have tried so hard for her, bent over backwards, made a fool of myself, all so she could just...

"Rarity?"

"Mmm?"

Oh, right. He's still here.

And how could she have forgotten, even for a moment? She's on her back, naked and deliciously vulnerable, with one of the most mouth-watering stallions she's ever seen attending to her. They stare at each other, two live wires inches away, drawing ever closer with each breath, hovering on the edge.

Rarity narrows her eyes, trying to not give in. He's right, there's no way she could pounce on him, or better yet, let him pounce on her, feel him weigh her down and take him in a moaning, lustful mess of unimaginable...

Oh, I can't! I just CAN'T!

She flares up her magic, wrapping his tie in a blue glow. She yanks him down, locking his lips with hers.

He grunts into her, his body twitching as she holds him tight and has her way with him, darting her tongue around his lips.

"Oh! Wow..." he says, breathlessly, as soon as she lets him. "Well... uh... if you insist."

Oh, and she does. She insists with her lips, nibbling her way down his chin to his neck, shuddering as she feels him twitch with every touch. She holds him over her, toying with his necktie and lazily undoing it between kisses, using it as a leash.

She pulls him down lower, whispering huskily in his ear. "Macintosh?"

"Mmm?" he mumbles, grazing her coat with his breath.

"If I insist what?" she says.

"...I ain't gonna say no," he says, kissing down her chest and lower, ever lower, hitching her breath with every sharp peck. "Not to you, anyway."

Oh, YES. Even BETTER than I imagined!

She doesn't say it – she's too busy biting her tongue, holding in squeals as he tickles her with his mouth.

He starts to drift lower, and it's too much – she briefly panics, the damp excitement down there making her legs cringe and cross and squeeze shut. She takes his chin in her hooves and pulls him back up, distracting him with another kiss.

Why not? When Twilight did it, it was DIVINE.

Yes, and I lost my mind. Got a bit carried away.

I'm not going to embarrass myself like that again. Besides...

Yes, a very pointed besides. Mac has other things she's curious about. She moans, just a little, still controlled, moans into his mouth and then gently bites down on his lower lip.

Come on, just TAKE me already!

He takes the hint. When she opens her eyes, a very different Big Mac is looking down at her, eyes narrowed, snorting and smiling with purpose. She just about swoons, batting her eyes at him and squeezing her thighs together in anticipation.

He climbs on top of her and she feels him slip a leg between hers, prying them apart – it's agonizingly good, feeling him spread her open, giving way to his strong body. Her tail raises into the bed, flagging so hard it lifts her rump and grinds her hips against him.

He keeps kissing her, not quite gently, pressing her head back into the sheets. She hooks her forelegs around the back of his neck and lets him have her, fighting a trembling battle to keep her moans in check. She does everything else she can think of to goad him on, kissing him intensely, hugging him against her desperately, flicking her tail up to tease at his hocks and rump.

And yet he's still just kissing her. It's not enough – she's hungry, craving, her one chance to finally, finally see what this is like.

She wraps her hind legs around his waist and squeezes him close, pinning his body against hers.

She gasps, loudly, jerking him out of his kiss – he's hard. And...

Well of course he's BIG, what else were you expecting?

She can feel him against her belly, smooth and hairless and quivering. He raises himself up a bit and she can't help but look – it's mesmerizing, breathtaking, a long, pale shaft mottled with dark patches, resting proudly against her. Showing her exactly how far it would go...

She gulps. She feels her mouth watering, along with other parts of her, not that she wasn't soaking wet minutes ago, that naughty slit between her legs winking wide open.

Mac kisses her on the nose, quickly, and then adjusts his stance, raising his hind legs, pulling that glorious shaft back and dragging it down her stomach, pointing it right...

"Wait!"

He halts, looking right at her. She uses her magic to open her nightstand and levitate something out, never leaving his eyes. It takes a moment to fiddle with the wrapper.

Come on COME ON.

She almost growls at it, feeling her whole body begging to just take him already.

"Shoot, I was about to ask..." Mac mutters, looking like he's straining at the leash as well.

She rolls her eyes. "I'd rather you not make a mess." Which was why she had very discreetly bought these a few days ago, optimistically going for the size XL.

Those were supposed to be a gift!

Now she does growl, quite loudly.

Don't think about that, not right now, she can just buy her own or I can buy her a new package or we can even...

There! Free!

She hastily places it on his flat, round head, rolling it down his shaft with an effortless magical grip.

Ha! I bet Twilight REALLY couldn't do that one.

She lingers a moment, with her magic encasing him – it's firm and throbbing and just perfect.

"You ready?" he mutters, poised eagerly over her.

"Mmm!" She nods quickly, bucking her hips up against him.

He doesn't waste any more time – he raises up, lets the tip slide into place...

...And Rarity's eyes shoot wide open. Her whole body tenses as he enters her.

"Oh!" she gasps out – he's not stopping, just sliding into her in one long, smooth stroke. "Oh!" she gasps again – still not stopping. "OH!" she whines, her eyes rolling back as he thrusts in further.

"Ahhhh!" he moans, low and manly and satisfied, snorting and letting out a soft nicker into her neck. He stops near the hilt, laying himself down on top of her and just holding there.

She pants, taking in great gulps of air. It doesn't hurt – she feels stretched, no doubt, but she's had enough practice with... substitutes. Not some blushing virgin, no, not Rarity, sophisticated, sensual mare of the world. He's just another pony who's fallen for her charms, and...

"GAH!" She squeezes him tight – he's pushed as far as he can go, leaving her legs quivering to open wider, powerless but to lie there and feel completely, blissfully full. It's so much better than any toy, any tongue, a living, twitching, pulsing thing deep inside her – she can feel his heart racing between her legs.

He grunts into her mane, mumbling some nonsense. She tries to think of something, anything to say, her mouth hanging open in a broken, dazed smile.

"Oh... Oh Macintosh," is all she manages, oozing out of her in a throaty moan.

And then he really gets going.

She gasps, a high-pitched yelp at the tip of every thrust, over and over again as he holds her down against the bed and ruts her. Her legs move on their own, unable to decide whether to squeeze tight against him or try desperately to swing open.

He pounds into her, gently at first but picking up speed, grunting every few strokes. She rolls her back, arching it again and again, rubbing against him as every stroke leaves her perfectly satisfied and then achingly empty.

More. She wants more of him, all of him, harder and faster and more.

FUCK me, you big stud!

She doesn't yell it out, scrunching her muzzle to hold it in.

Don't you DARE.

"AH!" she yells instead – it just burst out of her, pushed by a particularly hard, deep thrust, sending her mane bouncing against the pillows. "YES, there!"

He smiles against her, slowing his pace a bit and thrusting just like that again. And again, and again, pounding one brutal time into her after another.

"Mmm!" She buries her face against him, clinging tight to his body.

Again, perfectly, slamming her, squeezing her rump with his weight, slapping her damp backside with his heavy balls.

"Ah, ahhhhhh!" She feels her voice rising, feels her own excitement running down her cheeks and into her tail, tries to choke back her own cries and just chokes instead. He's found her spot, just like that, and he's ruthlessly pleasuring her, the tip of him dragging delightfully against the inside of her belly with each stroke.

I can't... it's... oh CELESTIA it's SO GOOD.

Just like she's always dreamed, better than she's ever dreamed, exactly as mind-blowingly, perfectly, disgustingly good as she ever wanted it to be.

It... oh... mmh... AH!

Finally, a Prince, just for her, just this once, the stallion of her dreams taking her in his arms and just...

I... I...!

It's too much.

It's not so much coming as going, really – she just goes, loses all control and falls apart into a shaking, gasping mess. Thankfully all the breath flees from her chest, leaving her to silently mouth some quite creatively foul things. She burns and gushes and lets her neck go limp, lolling her tongue out while he slides into her over and over until he finally, with a mighty neigh and some gasped nonsense of his own, quivers and jerks and finishes.

He collapses on top of her. She's relieved and aghast, happy to have her senses coming back, if only bit by bit, but only by the sad fact that it's over. They lie still, taking time to let breath catch up, sweat cooling on their coats. Everything is damp and hot and awfully, sordidly dirty, and Rarity couldn't care less.

And that... was that.

Something sharp in her mind raises an eyebrow at her.

Was it worth it?

Every dirty, moaning second of it. Best. Possible. Thing.

Yes, but... was it worth it?

It's fine. Nopony has to know. Just this once. She doesn't have to know.

"...Sorry," Mac says.

She starts, guilty, caught in the act.

How did he...?

She looks at him, puzzled.

He grins coltishly, bright and mischievous – a whole new stallion. "‘S been a while," he says, "you gimme a minute, though, I could go again."

Her jaw drops.

...AGAIN?

She gives him a minute.

And then they do.

Borderline

He grunts and pulls, one last time, straining at the weight of the collar around his neck.

The plow behind him moves a few measly inches.

Big Macintosh stops, letting his breath out in one loud gasp. He turns and looks back at his work – a not-unimpressive stretch of freshly-tilled earth, rich and dark and moist in the bright glare of the sun.

He snorts out loud, still panting a little. It's good soil, for sure, but it's hell to drag a plow through. Thick, heavy dirt, packed down hard under years and years of nature going about its way.

That's the best kind, of course. This field will be an abundant source of crops by this time next year, and his sister will talk about how great it is and how well the harvest is comin' in and how its all because of his hard work, now what would we do without you, you big red work horse?

He shakes his head, just a slight swaying of his chin. He didn't mean to, at all. It just happened.

You can't.

He's proud of his work. Of this farm. Of his family. Always has been, always will be.

Just keep pullin' that plow, colt.

He doesn't move, not yet. He knows there's nothing else for it, nothing else to do but just pull on through, even when it's an inch at a time, even when it's dragging a rusty, beat-up piece-of-manure plow through miles and miles of Equestria's hardest dirt. Over and over again. Every year. Forever.

Just keep pullin'. That's your job.

He sighs. He doesn't quite get back to work. Not just yet. He wipes at his forehead with a hoof, already sweaty and caked with dust. It's hot out – hot as high summer already, and that doesn't quite bode well. It feels like standing in an oven, out here in the open, surrounded by dirt and hazy air and the ever-present, maddening buzz of cicadas.

Stupid bugs. Ain't they got anything better to do but hang around all day and sing?

He's often dreamed of doing the same thing – just laying back, takin' her easy all day, every day. That's the ticket, alright.

Maybe the cicadas are on to somethin'.

Have some cushy job you barely gotta sweat over, take off early and have a few beers in you by suppertime. That's called having it made.

It's called bein' a lazy good-for-nothin'.

Yeah, it's true. He grins, caught by his own self. He doesn't want to be a lazy good-for-nothing. He wants to be useful. He wants to work hard.

Who would wanna spend their whole life diggin' around in a buncha dirt?

His grin disappears. He doesn't rightly know the answer to that one. He tries hard to forget he ever heard it.

His eyes dart up, drawn by movement. He does forget, instantly forgets every thought in his head.

There's a beautiful yellow bird, far away in the sky, bright against the endless deep blue field up above. She drifts past, slow and easy, like she always does.

Mac's eyes follow her. He smiles a little, not aware of it at all, just watching. Even from this far away he can still just make out the pink of her mane and tail, drifting out behind her. And there's also a little bit of... green? Must be saddlebags.

He knows plenty about her, of course. Hears it from his sisters all the time, knows who she is, what she's about. Even without all that, he would've figured out that she lives nearby – she flies past every day, sometimes a few times a day, on her way to town and back.

He always watches.

She even stops by the farm often enough. He always nods and says hello, polite and cordial like. She's never there to see him.

Fair enough. For the best, really.

But he still watches her fly. No harm in it – she's so far away that she couldn't even tell. He can't even make out much about her – seeing that pink and yellow speck in the distance is more a reminder, a touchstone for all the times he has seen her up close. She's pretty, of course, there are plenty of pretty mares around, but she... well, Celestia is a generous goddess sometimes, let's just leave it at that.

He sighs loudly, that easy smile back on his face for the first time that morning. He tries to remember the exact color of her eyes, the soft curves of her long mane, her sweet and demure little voice, to dredge all these things out of his memory and replay them. Anything to brighten up the stifling, dusty heat all around him.

He's heard AJ talk about a pet rabbit. A rabbit named Angel. He thinks, sometimes, that the name missed its mark just a bit.

Part of him – an old, buried part – wants to follow her. To go say hello, and tell her exactly what he thinks of her long pink mane and her big doe eyes and her sleek little wings. To find out what her sweet, breathy voice sounds like when she's really excited.

He shakes his head again. She's a nice girl. He knows that. A nice, kind, wholesome girl, and he's got no right to think of her like that. Especially not someone like him.

He bows his head, staring down at what he should be doing. She's up there, high in the sky, far away. And he's down here, stuck in the dirt. And that's how it is. And that's alright.

For the best.

When he looks up, she's gone. It's just him and a collar and a plow again.

He takes a deep breath, setting up on his hooves. He takes a step forward. He pulls.

* * *

Fluttershy slowly, stealthily pushes the branch in front of her to the side. It bends out of the way, and she finally has a good view of the field just on the other side of these trees.

She panics a little. Did he look? It looked like he looked for a second. She lets the branch go, cringing as it whips back into place inches from her nose.

Her heart pounds, like it always does. The leaves are so noisy, and her coat is so bright yellow, and what is she even thinking he's going to see her and then everyone will think she's a terrible pony.

She gets the urge to run, but she doesn't. She crouches down a little, peering through gaps in the leaves.

He's out there, pulling a plow. He's far away, just a handsome red shape, blurry through the wavy heat out in the sun. She stares with wide eyes, imagining all the times she's seen him up close, remembering what those big, sturdy muscles look like when they're unleashed upon some unwitting farm implement. She practically swoons, her eyes honed in on the bright green spot on his flank, wondering how the apple shifts and curves and flexes as he works.

Bright green. Like his eyes. Like his gentle, handsome eyes.

She covers her mouth with her hooves, hiding her guilty smile. This is wrong, wrong and bad and naughty, but she just can't help it. It used to be enough, just glancing his way whenever she flew by, knowing he was down there somewhere.

Used to be. This has almost become her new routine – she knows that if she doesn't creep up and get a good look at him, she's just going to think about him all day. Again.

Silly. As if she wouldn't do that either way.

She keeps dreamily staring at him. Weeks ago, Angel had asked when she was just going to buy some binoculars and get it over with. She'd unleashed the stare on him for that one, without even meaning to.

She bites her lip. She makes a mental note to apologize, again, to the little white bunny.

Big Mac has reached the end of his planned patch of plough dirt. He turns for another run, offering her a delightful panoramic view of his backside. Her eyes go impossibly huge as he turns, unable to make out any detail but plenty scandalized anyway.

She dives to the ground, ducking under her hooves. His head had turned towards her, looking at the trees far away.

He saw her. She knows, somehow, even though he's too far away to see where his eyes were pointed. Of course he saw her and he's probably thinking right now about what a strange, unlikeable pony she is.

She closes her eyes, still hiding there on the ground.

No. No, no, no. He didn't see you. He didn't.

She thinks it over and over again, slowly calming down.

Of course he didn't. Why would he look at you?

She sulks helplessly, raising her head for one last peek through the branches. Big Mac is still plowing, not paying her any mind at all. Pretending nothing happened, to try and save her the embarrassment. Such a nice pony.

She turns and skulks away, taking care to tread quietly as long as there are still apple trees around her. Gradually, the apples thin out, giving way to broad green leaves on fruitless branches. Ferns and bushes crowd around the ground, growing thick in the sunny patches here and there. She feels grass tickling at her fetlocks, and she slowly stands up straighter as she walks.

Fluttershy smiles, walking freely now. These are her trees. Her cottage is just over the next hill, down the trail of a lazy stream. This is a peaceful, quiet stretch of forest, perfectly suited to her needs.

She stops next to a particularly large and nice-looking tree. A gentle breeze is blowing up above the canopy. She sees the leaves move, of course, sees the shifting dappled light on the ground beneath her. But more, she feels it, feels the wind in her feathers and her pegasus blood, knowing it's there by instinct.

She drops her saddlebags and then drops herself, lying down on the ground with a happy sigh. It's not the bare dirt of an apple orchard, or the sterile grass of a tended field – she's lying among a mixture of grass and leaves and small twigs and soft moss, almost as wild as the Everfree.

She lies there, just taking in her surroundings. Over that hill, there is her house and her animals and a long list of duties to be done, feeding and cleaning and checking for good health. Not that it's unpleasant, at all, but it's going to be a long day. It's nice, for just a minute, to just lie here under the trees, by herself.

Of course, her work comes to her. She hears something scrabbling its way down the bark of the tree, and then a squirrel hops right up to her, sitting on its hind legs and staring up at the yellow pegasus.

"Why, hello there little friend!" Fluttershy says.

The squirrel stares back at her, twitching its nose.

"No, I haven't put out any food yet. Are you hungry?" she asks.

The squirrel keeps staring, twitching its nose at the fast pace only rodents are truly capable of.

"Of course you are. Let me see if I have anything for you." Fluttershy digs around in her saddlebags. She knows she has something – she always has something. She grasps a few acorns in her teeth and gently lays them out on the ground.

The squirrel gives a few delighted chirps, stuffing the acorns into its cheeks. Then it goes back to sitting and staring, its eyes full of twinkling joy.

"You're very welcome," Fluttershy says. "Now run along, little friend."

The squirrel stares back at her, not moving.

"Go on. Don't let me keep you."

The squirrel gives her a curious look, then takes off with a few friendly chirps. She watches it go as it darts up a nearby tree and disappears among the branches.

Fluttershy watches and waits, for a long time. Several seconds, at least. She casts a few guilty glances towards her home, knowing she should be heading back, to take on all her duties. But she doesn't go quite yet.

It's nice, sometimes, to take a few minutes. Like Rarity with her spa visits. Fluttershy likes the spa, too, but this...

She looks around again. Distant birdsong drifts through the trees, mingling with the rustle of leaves in the breeze. It's beautiful, and perfect, and still.

And alone.

She rolls onto her side, and then her back, slowly. Relaxing into the earth. She stretches, fluffing her wings out against the ground, feeling the feathers drag. She squirms this way and that, feeling the dirt and moss and pebbles against her coat, sighing at every pleasant little scratch.

She knows that somepony could come by and see her at any second. It still scares her, in ways that make her uncomfortable sometimes. But she's come to terms with this much, at least – this is worth it. It's...

She opens her eyes, staring up. Green leaves and blue sky and wisps of cloud, barely poking through, always shifting and moving.

It's just not the same, being indoors.

She takes one last cautious glance around, expecting crowds of ponies with awful cameras, glaring in knowing disappointment. Nopony is there at all. She breathes a sigh of relief.

She's alone. Alone and safe and here, under a lovely tree.

She curls her forelegs up against her chest. She crosses her legs, squeezing them together, gently dragging her tail against the ground.

He comes to her, in her mind. Like he always does. A big red stallion, handsome and calm and quiet. She sees him up close, not far off in the distance. Looking at her, the way he probably looks at a pretty girl like Rarity or Twilight, keeping his green eyes just for her.

She smiles, closing her eyes.

He looked at her once.

She freezes it in her head, fawning over it, turning it over and over for every last little detail. Relaxed eyelids, his big red muzzle dipping as he bowed just slightly, looking right at her the whole time.

He hadn't just looked at her. He nodded.

She sighs dreamily, remembering it over and over and over again. Him, he, the apple of her eye, looked right at her and nodded.

Other memories rush in. She can't stop them now, it's far too late. She chews softly on her lip as they build up and break through.

He greeted her. Her cheeks flush as she remembers it – he looked right at her.

Hey there.

The gentle rumble of his voice left her shaking and speechless, awe-struck. She actually looked over both shoulders at the time – surely there was some other mare just behind her. Surely he wasn't...

But he was.

Her eyes open. Her hooves have found their way down, between her legs. She tries to pay it no mind – this is just a thing that happens. Nature taking its course.

She closes her eyes again.

There were other times. He looks up from a barrel of water, his eyebrows rising when he sees her.

Afternoon

Her hooves push, hard, at the memory of his slow drawl. She squeaks, squeezing her thighs together, trapping her hooves between them.

She'd been walking with Applejack. Talking about the cows. Nothing that mattered, the moment they rounded the corner of the barn.

Hello

He'd said something else to his sister, but hello?

That one was just for Fluttershy.

Her back arches, her upper body supported on quivering wings. Her hooves are wet now, rubbing up and down, still squeezed between her trembling thighs.

Her lips break open into a wide smile. She was trying to save this one. The best one. A pub, softly lit, happy ponies all around them. Pinkie Pie chattering on, saying things about things and then other things. So much anger that evening, her friends at each other's throats for reasons she couldn't even begin to understand.

And then he was there. A big, easy smile on his face. He'd looked at her and nodded, and then...

Fluttershy

Her name. He'd said her name. He knows her name.

"Ah!" She gasps silently, shamefully moaning at the memory. Her hooves are doing all kinds of naughty things, pushing frantically at the hot place between her legs, driving the panting gasps in her chest.

She's gone, over the edge. No holding back now. Her mind soars up, moving past memory into feverish dreams – she sees the two of them, smiling and talking, a happy couple. She sees him take her in his big arms, snuggling together before a perfect sunset. She sees him bring her flowers, for no reason at all, just because, and she sees herself cook him a big dinner, helping him out of his collar after a long day, rubbing his sore, muscled shoulders...

She's panting heavily, her hooves moving quick as a blur. Her legs are spread in a shameful, not-nice way, splayed out to either side. Her wings tingle with every movement, stretched as far as they can possibly go, fanned out over the grass.

She's so close, just below the very tip-top peak of rapture. She sees them, her and Mac, surrounded by her approving, happy friends. Then they're alone again, nestled close together next to a warm fire, smiling against each other, together and happy and perfect together forever and ever and... and...

She hovers near the edge. Dare she even think it...? With an adventurous gasp, she does – foals, the two of them sharing beautiful bundles of life, taking turns licking their adorable little manes...

Her legs kick against nothing. Her hips buck, gently, while her heart pounds. Her eyes snap open, darting around in a panic, anyone could see, she's out in the open, outside, outside... it only makes her heart beat faster.

He looks up from their son, or daughter, a perfect and beautiful newborn. He stares deep into her eyes.

I love you

She beams with joy. She opens her mouth...

...

Nothing comes out.

He's going, the foals are going, fading away. Her hooves hammer at her tender privates, trying desperately to hold on, to just go that last little distance before it's too late.

Hey there

She looks away.

Afternoon

She pretends he hadn't said anything.

Hello

A million joyous words die stillborn on her lips.

Fluttershy

She stares at the floor, too petrified to speak. Pinkie Pie talks plenty. He talks to Pinkie Pie. Fluttershy sneaks away, saying she's just going to the bathroom. She leaves. Alone.

Her back relaxes, falling softly to the ground. She rolls to the side a little, still furiously rubbing with her hooves, wheels spinning in the mud.

She opens her eyes. He's gone. She sees only trees and grass and the forest around her, as still and peaceful as ever.

It's starting to hurt. With a pathetic whimper, she stops rubbing, leaving her awful hooves where they are. She rests her head against the ground, staring at nothing.

She tries to remember. To keep them, all her vivid dreams of a happy couple. All she can see is herself, timidly keeping her mouth shut. Alone.

Her eyes burn. She starts to bring her hooves up to wipe at them, but... they're a little wet still. She uses her foreleg instead, awkwardly rubbing her face. No bitter tears, today. Not right now.

She sniffs loudly a few times, letting her breath catch up.

There are things to do. She has children, plenty of children, depending on her.

She gathers up her saddlebags and makes her way home.

Cirrus

"Well, if it isn't Rainbow CRASH, and her little girlfriend, FlutterCRY."

Fluttershy cringes and looks down, completely on instinct.

"Heh heh, yeah, girlfriend!" a second voice joins in. "'Cause they're GAY."

"Shut up, asswipes!" Rainbow Dash's voice is still a little screechy, like it was when they were younger. Still caught in the last throes of puberty. "Fluttershy isn't gay."

The bullies erupt into laughter, like this is too good to be true.

"So you admit it? Rainbow Dash is a big ol' dyke pony?" the ringleader says.

"What?!" Rainbow Dash darts up into the air, furiously hovering. "Who said that? Are you sayin' that? Come over here and say it again!"

"Naw, I don't wanna get too close, metalface."

Rainbow Dash closes her mouth, her angry scowl morphing into embarrassment for just a second. It comes right back.

"I'll kick your asses!" Rainbow Dash yells. "All three of you!"

But they're already flying away, cruel laughter drifting back over the clouds.

"What? Hey! Get back here!" Rainbow Dash growls, perching on the cloud, ready to scream into the sky after them. She tenses up her wings to take off.

"Don't."

Dash stops short.

Fluttershy looks up at her, barely peeking from under her bangs. "Please?" she says quietly.

Rainbow Dash looks back and forth, from her targets to her friend. She sighs loudly. "Alright, fine." She huffily fluffs her wings a few times, glaring at the pegasus ponies flying away. "They aren't worth my time, anyway."

Fluttershy lets a relieved breath out, standing up again. Rainbow Dash is clumsily picking at her teeth with a hoof, clicking it against her braces.

"Are you supposed to do that?" Fluttershy asks.

"I dunno." Dash shrugs. "Man, 'Shy, you don't know how lucky you are. I hate these things."

"They said I didn't need them," Fluttershy says, suddenly very aware of the feeling of her perfect teeth in her mouth. "Oh! I mean... I'm sorry, I didn't mean to brag, and you're right, I don't know how lucky I am..." She fidgets quietly, desperately searching for better apologies. "I'm sorry Rainbow, I know you don't like them and I won't talk about it ever again I'm sorry..."

"Yeah, yeah, I know. Jeez." Rainbow Dash waves her off, hardly listening any more. "You hungry?"

Fluttershy stares at her for a full second, caught in disbelief. "Yes," she says.

"Well come on. My treat."

Rainbow Dash takes off, and Fluttershy guiltily follows. It's always Dash's treat. But she can't say no. That ended up being a fiasco in its own right.

They fly together, leaving the cloud of their high school far behind in a matter of seconds. Cloudsdale is a strange kind of city, a floating set of islands, everything connected only by the fact that they happen to be floating nearby. Fluttershy drifts along, staring down at the ground below, at distant greens and dark blues, wondering exactly what...

Her eyes are caught by a light blue blur. Rainbow Dash twist and loops and dives, full of excess energy, literally flying circles around her friend.

Dash has flight team practice. Right now. She shouldn't be here, taking Fluttershy out for junk food. She should be at practice. Fluttershy knows this, as sure as her own remarkably empty schedule. She tries not to think about it.

But it bothers her. She likes when Rainbow Dash takes time after school to hang out with her - it's better than the alternative. But she hates how her friend gets when she skips practice - antsy and jittery and full of the need to fly, fly fast and far and anywhere at all.

They don't say anything. As usual. Rainbow Dash is far too mobile for conversation, anyway. Fluttershy watches her, her rainbow hair flashing in the wind. She dives down, and Fluttershy's eyes follow and then go further, lingering on the lush green far below them.

They can't stay long. The two of them glide past a noisy and crowded fast food place, overflowing with fellow students. Fluttershy has to concentrate on averting her eyes while trying to look like she's not averting her eyes. She doesn't want to seem rude. Just oblivious.

Rainbow Dash doesn't bother with appearances. She casts a few obvious glares at the restaurant, at nopony in particular.

They keep flying, sliding right past the other young ponies. They land instead at an empty little pizza place one cloud further.

It's not quite empty. A family is there, quietly huddled around a table. And there's a burly, stubble-chinned stallion sweeping the floor. He's a little scary, still, even though he's always been nice to the two of them. His only regulars.

"Hey there, kiddos!" He drops his broom, jumping behind the counter. "What can I get ya?"

Fluttershy perks up, opening her mouth to speak.

"Two slices of Ultimate-Supreme-Deluxe-Everything. And two drinks," Rainbow Dash says.

Fluttershy deflates. She slinks her way over to a table and sits. Before long, Rainbow Dash joins her, dropping their food between them.

Dash digs into her pizza like a starving pig, noisily smacking it down. Fluttershy stares at hers. It's a messy pile of ingredients, hiding a pizza somewhere underneath.

There are bean sprouts tangled in there.

She doesn't like bean sprouts. Well, maybe not always, but she doesn't like them on her pizza. She starts daintily picking them off with her mouth, making a little pile on her plate.

"Man," Rainbow Dash says, displaying her mouthful of chewed food, "those guys really cheese me off."

"Mmm." Fluttershy nods. She would never say it, but they cheese her off, too. They're not very nice.

"Buncha dickheads," Rainbow Dash adds.

Fluttershy doesn't nod. They eat together, silent but for the noise of Rainbow Dash massacring her pizza. Fluttershy slowly chews on hers, one tiny bite at a time. By the time she's really getting started, Rainbow Dash is finished. The blue pegasus sucks half her drink down in one gulp, staring around the place with a look of forced boredom.

"So..." Rainbow Dash says, pointedly not looking at Fluttershy. "Prom's coming up."

Fluttershy freezes mid-bite. Why would Rainbow Dash bring that up?

"You going?" Dash asks.

"Me?" Fluttershy blinks a few times. "Oh, I don't know..."

"I'm going," Dash interrupts.

"You are?" Fluttershy sits up. "With who? If you don't mind..."

"...Me asking," Dash finishes her sentence. "I never mind you asking, Fluttershy." Rainbow Dash rolls her eyes.

"Sorry," Fluttershy says.

"I'm gonna go stag," Rainbow Dash rolls on, ignoring their interlude. "I figure once all the studs get a load of me at the dance, they'll be lined up. No problem."

"Oh my." Fluttershy can picture it easily. Despite what Dash always says, Fluttershy knows that her friend is the lucky one.

"You wanna go stag with me?" Rainbow Dash blurts out.

Fluttershy pauses. Rainbow Dash is staring at her, actually waiting for her answer. Listening. It's very strange.

"Um... that sounds nice..." Fluttershy looks away.

"...but?" Rainbow Dash asks.

"But?" Fluttershy almost panics, not sure how Dash read her mind.

Rainbow Dash sighs loudly. "You don't exactly look excited."

Fluttershy suddenly feels a great need to examine her pizza. It's important. Much more important than talking, or hiding her ridiculous blush.

"You wanted some guy to ask you, huh?" Rainbow Dash says.

Caught. Fluttershy blushes harder, feeling the familiar heat rising into her cheeks. She gives a tiny, squeaking nod.

"Which one is it this time?" Rainbow Dash asks with a weary sigh.

Fluttershy glances around. "Heartthrob," she answers. There's no point in dancing around it. They've done this a few times before, and Rainbow Dash always pulls a name out of her eventually.

"Whoa, Heartthrob?" Dash's eyebrows shut up, and she takes a long pull at her drink. "Good choice this time. Dude has an ASS."

Fluttershy almost ducks under the table, terrified that the family a few seats away might have heard that.

"You should probably, like, ask him out or at least talk to him. Before prom. He's not just gonna ask you to be his prom date outta the blue."

Fluttershy's eyes narrow an imperceptible amount.

That's not funny, she wants to say.

"You know, he's on the flight team with me," Dash says casually.

"Oh, I know!" Fluttershy says, her ears perking up. Rainbow Dash gives her a look that knows - knows everything. Fluttershy immediately recoils back down. Dash might as well have just found Fluttershy's schedule of Heartthrob's day, pieced together from overheard conversations and distant observation. Surrounded by doodles of flowers and butterflies and hearts, of course.

"I could talk to him," Rainbow Dash says. "Y'know, talk you up a bit. Introduce you guys."

"Oh no!" Fluttershy says.

Oh yes! she hears ring out in her head.

"Come on, don't you wanna at least give it a shot? I mean, you're cute. He'll probably fall all over you once he meets you."

"You really think so?" Fluttershy says breathlessly.

"Sure. I would."

Fluttershy braces her hooves on the table, daring to let herself dream impossible dreams. Happy dreams. Prom date dreams.

"Don't even worry about it," Rainbow Dash says, as if this was the simplest thing in the world. "I'll set it up. No problem. I've got your back."

"Really?" Fluttershy says, her eyes huge. "You would do that for me?"

"Of course I would! Rainbow Dash never leaves her friends hanging."

She extends a hoof out to Fluttershy. Fluttershy bumps it with her own hoof, a gentle little tap. She starts to smile, but...

"Friends?" she says.

"Huh?" Rainbow Dash looks up from slurping at her drink.

"You have other friends?" Fluttershy asks.

"What?! Of course I do!" Rainbow Dash glares at her. "Not everyone's as... uh... like you."

A long pause steps out after those words. Rainbow Dash pretends to drink more, sucking at an empty straw.

"Who?" Fluttershy asks.

"Tons of ponies!" Rainbow Dash says instantly. "I got plenty of friends. Like that girl from my math class, you know, uh... that one."

"You hang out with her?"

"Sure. See her all the time."

Rainbow Dash keeps drinking nothing, staring out the door. She thinks she's a good liar. But Fluttershy knows she isn't.

But that's okay. Because she always has Fluttershy's back. She wouldn't lie about that.

• • •

There are two ponies.

Together.

Fluttershy openly stares at them, but they don't even come close to noticing. They're on the other side of Ponyville's town square. Just small, moving shapes, far away. Talking.

One of them is a very light purple unicorn. And the other is a very dark pink earth pony. Even as far away as they are, Fluttershy can tell one thing for certain.

How awfully, awfully happy they are.

"And then I told her that if she wanted a dress with a turned-out bodice, she very well should have told me that in the first place!" Rarity says with a satisfied giggle. "Isn't that just perfect, Fluttershy?"

Fluttershy turns to her friend with wide eyes, not even bothering to try to hide her confusion. She wants to start apologizing, even now, with Rarity, but her breath catches instead. Rarity is turning her eyes to see what could possibly distract Fluttershy from such a riveting story.

"Ah." Rarity's face goes grim the moment she sees them. "They really are quite darling, aren't they? I think they've just about replaced Lyra and Bon Bon for the title of town sweethearts."

"What, Twilight and Cheerilee?" Pinkie shoves her way into the conversation, where before she had been floating around the edge of Rarity's stories. "I think they're a shoe-in this year! I hope I don't miss the voting again."

"Voting?" Fluttershy blinks a few times.

"Oh, they would most certainly win," Rarity says. "If voting on that kind of thing actually happened. Which it most certainly does not. Thankfully."

Fluttershy cocks a very curious eyebrow at her friend.

"Thankfully?!" Pinkie bounces on every syllable, flabbergasted and thrilled to be so. "I wish it did happen! I would vote on them like so many times and -" She gasps loudly, jumping in place. Then she trots in fast-motion, still nailed to one spot. "OHMYGOSH you guys we should have a voting party!"

"Voting...?" Rarity begins.

"...party?" Fluttershy finishes.

"YES! We can line up couples and have games and speeches and then we get to vote on who's the cutest couple! Except Twilight and Cheerilee would totally win 'cause they're the absolute most cutest cuuuuuuuuuuuute couple!"

Rarity's eyes narrow, just the tiniest bit. Fluttershy is too busy trying to picture a couples voting party to notice.

"Hmm... I wonder what other couples I could invite?" Pinkie puts a hoof to her chin, listing it out in her felt-lined head. "It's not like any of us have a special somepony to compete with them! Nope, none of my other bestest friends are in a couple!"

Fluttershy purses her lips as if to speak. She knows she's heard... things about Pinkie and Rainbow Dash. Rarity beats her to it.

"Aren't you and Rainbow Dash...?" Rarity asks.

Pinkie gives her a completely blank stare for a moment, then bursts into laughter. "Rarity, you're so silly! Me and Dashie aren't like THAT. We're just kissy-face sexytime makeout buddies!"

Rarity screws her face up in a bit of confusion. Fluttershy is too busy unwillingly picturing a different kind of couples party to notice.

"So I'm not in a couple!" Pinkie continues. "And Rainbow Dash isn't! And I'm pretty sure Applejack isn't, and you definitely aren't, right Rarity?"

"Really?" Rarity says, just this side of indignant.

"Really what?" Pinkie says, obliviously enough to give one pause.

Rarity huffily turns away, going back to staring at the couple across the square. Spike has arrived, and it looks like the lovebirds are giving each other farewells for now. Cheerilee gives Twilight a quick nuzzle, and Fluttershy's eyes glaze over a bit, imagining a much bigger and stronger and redder muzzle treating her to the same.

But not enough that she misses Rarity icily watching the same thing.

"Rarity, are you..." Fluttershy says carefully, "...upset?"

"What?" Rarity blinks in shock, far more genuinely than usual. "About what?"

Pinkie gasps loudly again. "Are you jealous?"

"Absolutely not," Rarity says, only sounding sure for the first word. "Not like... not like that, anyway, believe me."

"Are you sure?" Fluttershy asks.

"Oh, I'm happy for them. I really am," Rarity pleads, caught between her friends. "It's just... well, like Pinkie was just saying, none of us has a special somepony. And seeing Twilight with hers reminds me of that sometimes."

Fluttershy has to bite her lip to keep from saying how much she has no idea what that feels like. Nope. Not in any way whatsoever.

"And Twilight, of all ponies!" Rarity goes on. "Of all the six of us, Twilight finds her true love first. Meanwhile, Rarity languishes, alone and forgotten!"

"Forgotten? But you're one of the prettiest ponies in Ponyville! I bet ponies are crushing on you all the time!" Pinkie says.

"Oh yes." Rarity rolls her eyes. "Stallions line up at the Boutique every day, bearing flowers and amorous poetry."

The sharp edge in Rarity's tone even shuts Pinkie up for a second. The three of them go back to staring at Twilight. Cheerilee sneaks in a quick kiss on her cheek as they part ways. Twilight grins bashfully, obviously fighting a naughty case of the giggles.

"Ugh," Rarity groans quietly, perfectly matching the look on Spike's face.

"Ooh, she's coming over here!" Pinkie says. "Maybe you can tell her how seeing her with Cheerilee makes you feel bad that you don't have a special somepony! Hey, Twilight!"

Rarity jolts and almost tackles Pinkie, pulling the pink earth pony down from jumping and waving her hooves around.

"Hi!" Twilight trots up to them, carefree and floating even with a grumpy-looking baby dragon on her back. Her grin weakens a little as Rarity and Pinkie Pie quietly tussle, Pinkie fighting a blue glow of magic sealing her lips shut.

"What's... going on?" Twilight says carefully.

"Oh, nothing. We were just talking a walk through town when we saw you and Cheerilee," Fluttershy says.

"You saw us?" Twilight blushes a little. "Wow, uh, heh... sorry?"

"Mmmmfff sorry for what?" Pinkie grunts through grit teeth, still fighting Rarity's magic while absent-mindedly pushing a hoof into her face.

"Oh, you know..." Twilight struggles with words, still smiling despite any embarrassment. "The two of us being all..."

"I wuv you! I wuv you too!" Spike says in high-pitched mockery.

"Yes. That." Twilight tries, unsuccessfully, to hide her blush under her ears.

"Spike!" Rarity takes a break from restraining Pinkie. Spike instantly grabs his own tail, looking just as scolded as he should. Pinkie takes her chance to break free.

"Rarity's jealous of how happy you are!" she yells out.

"What?" Twilight balks.

"Pinkie!" Rarity growls. "That was supposed to be a secret!"

"OH!" Pinkie sits on her rump, like nothing's wrong at all. "Why didn't you SAY so?"

"Rarity?" Twilight says, echoing the sudden interest Spike has taken in what's going on.

""Twilight please!" Rarity hurriedly talks, rushing to cover her flanks. "Not like that just... I wouldn't really call it jealous, per se..."

"You wouldn't?" Fluttershy says.

"Of course not! A lady is never jealous, especially not of her friends."

Fluttershy cocks an eyebrow, the one hidden under her mane. This was all sounding very familiar for some reason.

"Rarity's just jealous of how happy you look because she's lonely and she wants a special somepony of her own!" Pinkie yells, beaming most inappropriately.

"Pinkie, I am not-!" Rarity starts to say. She halts, her eyes darting sideways, to cast a guilty glance at Fluttershy. She sighs, loudly. "Alright, fine, maybe a little."

"Oh." Twilight winces. "Well... sorry? Again?"

"No, it's not your fault, Twilight!" Rarity says urgently. "Nopony deserves to be happy more than you, honestly. And I'm happy to see you with her, I really am."

Rarity bows her head a little, despite her forced smile. Twilight gives Pinkie and then Fluttershy a look, silently brainstorming, not sure what to say.

Fluttershy doesn't know what to say, honestly. But she does know what to do.

"It's okay, Rarity," she says, almost whispering. She sidles up to the white unicorn's side and nuzzles her. "I'm sure you'll find somepony. Someone as pretty and nice as you just has to."

"Yeah!" Pinkie chimes in. "I bet there's like, a million jillion perfect somepony's that are just dying to go out with you!"

Rarity sighs loudly, leaning against Fluttershy. It's not right - usually when Fluttershy tries to cheer her up, Rarity puts on a brave smile and then they trot off to the spa together. Fluttershy just stands there, holding her up, wondering where she went wrong this time.

"What about the Summer Sun Celebration?" Twilight asks. "Nopony asked you to go with them?"

Fluttershy winces this time - she knows the answer.

"Ugh." Rarity rolls her eyes theatrically. "Not a single pony."

"None?" Twilight says.

"And unless they're waiting until the last possible second, I think it's going to stay that way," Rarity says.

"That's okay!" Pinkie jolts on her hooves, overflowing with excitement. "There's gonna be music and dancing and games and fun all night long! It's the perfect place to meet somepony special!"

"Hey, that's right!" Twilight nods. "I met my special somepony at a party. Well, not that we met for the first time there, but..."

Rarity interrupts her with a loud, begrudging sigh. "I suppose that would be the way to go about it," she says. "I just thought it would be nice to have somepony seek me out beforehand - some handsome, honest stallion coming up and requesting the honor of escorting moi to such a visible social gathering."

Spike nervously raises his hand, willing his mouth to open. Fluttershy recognizes it instantly - the painful, slow walk towards actually saying something.

Pinkie loudly jumps in before he can get there.

"What, like a parade?" Pinkie asks.

"Excuse me?" Rarity blinks at her.

Spike slumps on Twilight's back, all momentum lost.

"That's the most visible social gathering I can even think of!" Pinkie stares off into space. "But I don't think that's the kind of party you'd wanna bring a first date to. Definitely more of a big group of friends party."

"You know, that sounds more like it," Rarity says, standing up straighter. "Who needs stallions? Who needs love? I have the best friends in Equestria, and they will always, always be there for me!" She throws out her hoof towards Twilight.

"Uh... I mean, I'll be there, of course," Twilight says. "I'm kind of going with Cheerilee."

"Oh." Rarity soldiers on, turning to Pinkie and barely beginning to speak.

"I'll be there!" Pinkie cuts in. "I'll be working the DJ table with Scratch, and running all the games, and..."

Fluttershy thinks over the rest of Pinkie's rambling, tuning her out.

And sneaking off with Rainbow Dash, don't forget that one.

"...And Applejack will be selling concessions, no doubt." Rarity sighs. "Oh, but Fluttershy!"

"Huh?" Fluttershy jolts.

"I'll always have Fluttershy!" Rarity throws one arm around her, holding her tight. "Might I be so lucky that you would do me the honor of escorting me to the Summer Sun Celebration?"

Fluttershy glances every direction but at her friend, forcing a smile out eventually. "Oh... um... of course!"

"Of course!" Rarity releases her, wandering off into her own plans. "Oh, it will be just marvelous, I can make us up two complementary ensemble, and we can dazzle the whole host with our grace and we can gossip together about the stallions on display and..."

Fluttershy tunes Rarity out this time - she's more than familiar with this spiel. What she's not familiar with is Twilight Sparkle suspiciously eyeing her up.

"Don't you want to go with Big Mac?" Pinkie says.

"What?!" Fluttershy skips in place, sending a few stray feathers floating to the ground. She turns and glares, but not at Pinkie - at Rarity.

Rarity's monologue dies mid-word. "Oh, Fluttershy, please," she says. "You know I didn't tell anypony. It's Pinkie, for Celestia's sake."

"I knew something was up! Why else wouldn't you want to go with Rar-" Twilight trips over her own tongue, her accusing hoof wilting a bit. "Wait, you really have a crush on Big Macintosh?"

Fluttershy ducks low to the ground, hiding behind her mane and closing her eyes just to be safe.

"...That explains quite a bit, actually," Twilight says.

"You absolutely mustn't tell anypony," Rarity says. Fluttershy feels the white unicorn resting a gentle hoof on her back, right above her wings. "This has been our secret for ages."

"Well, it's not a very good secret," Twilight deadpans. "I mean, even I knew something was up."

"Does Big Mac know? Because if he already knows then Fluttershy can just go to the dance with him! Easy peasy!" Pinkie says.

Fluttershy quakes in fear, shaking her head. No, no he doesn't know, and he's never going to know.

"Ooooh, but that would leave Rarity all alone again," Pinkie adds.

Fluttershy peeks up just long enough to see Rarity raise a razor-sharp eyebrow at Pinkie.

"You know, I would happily go alone if it meant seeing Fluttershy find her special somepony," Rarity says. Then her eyes go wide, her mouth curling up into a triumphant smile that all but trumpets the word Ideeeeeeeea! "In fact, I think this is it! Fluttershy, this is the perfect chance! He'll be there, won't he?"

"Yuppers! Pinkie knows it for a fact!" Pinkie nods a few times.

Fluttershy stands up a bit, her shock outweighing her terror, her mouth hanging open.

"It's the PERFECT chance!" Rarity gushes. "Oh, we'll need to begin makeover preparations immediately!"

"Oh...nnnnnnnno no I don't think -" Fluttershy stammers.

"How long has this been going on?" Twilight asks. "Have you really never talked to him?"

"I'm - I'm sure he wouldn't be interested..." Fluttershy whispers.

"And our ensemble will have to be perfect, no question..." Rarity rambles.

"I don't think I want an ensemble," Fluttershy says, not heard by anyone.

"I know HE doesn't have a special somepony! It really is perfect!" Pinkie says.

"I... I can't, I really shouldn't..." Fluttershy bites her lip.

"You should just talk to him." Twilight nods approvingly. "He seems really nice."

"I... I..."

Fluttershy runs out of breath. What's the use, anyway? Her three friends are talking just fine without her, planning her many, many dates with Mac, probably detailing exactly how brave, confident Fluttershy will win her stallion and live happily ever after.

Except they're not.

She's still crouched low to the ground. She looks up, and nopony is talking, six eyes just staring down at her.

...Oh.

"Fluttershy?" Rarity says, all quiet concern. "Please forgive me, I just thought..."

"We just want you to be happy," Twilight picks up for her. "You don't have to do anything you don't want to."

"Yeah!" Pinkie chimes in. "Lovey datey romantic antics are only fun if you want them!"

Oh, but I DO want...

No. No, no, no, Fluttershy wants nothing to do with something so... so... scary. The thought of her friends, her friends, actually forcing her to try to... to...

Her friends. These are her friends.

She slowly catches her breath, a weak smile crawling out from behind panicked breaths. She doesn't know how she forgets, sometimes, how great her friends are. How different.

"...Hey? Guys?"

They all look up. Rainbow Dash is perched on a rooftop above them, glaring down at the street.

"Dashie!" Pinkie lights up, waving her hooves frantically. "Hi! Hi hi hi!"

"Wha - you..." Rarity splutters, hovering over Fluttershy as if to shield her. "Were you listening to us?"

"I wasn't trying to." Dash rolls her eyes. "If you guys are gonna talk about secret crushes, maybe don't do it on Mane street? In the middle of the day? Loudly?"

Fluttershy watches as her friends on the ground sheepishly look around, realizing that yes, in fact, other residents of Ponyville do exist. Fortunately, none of them are particularly close by.

Twilight gives Fluttershy a sympathetic look, then looks up at Dash. "You won't tell anypony. Right?"

"Tell anypony about what?" Rainbow Dash poses for take off, flaring her wings out at her sides. "It's not like Fluttershy would ever actually talk to a guy she likes."

And then she takes off, just like that, shaking her head as she zips back into the sky.

"Honestly," Rarity says, curling her foreleg tighter around Fluttershy's shoulders. "That pony sometimes."

"Well, she's kind of right," Twilight says. "Do you girls want to go-"

"She's supposed to be poor Fluttershy's friend!" Rarity interrupts, ignoring her. "It's like she goes out of her way to be insensitive!"

Fluttershy ignores both of them. She's staring at the spot Rainbow Dash was perched on, staring with her mouth hanging just a little bit open.

"...Would it really kill her to be nice on occasion?" Rarity rants on, oblivious to Twilight and Pinkie's grimacing. "All of us here being so understanding, so supportive of Fluttershy's needs, and Rainbow Dash just... just..."

Fluttershy's eyes narrow. She scrunches her nose up, still glaring at that empty rooftop. "...I'll do it," she whispers.

"...And if I ever said something like that, Celestia forbid it, I would at the very least-" Rarity turns mid-word, blinking at Fluttershy. "Pardon?"

"I'll... I'll do it."

Her friends stare at her, wide-eyed.

"You'll... do it?" Rarity keeps blinking, barely suppressing the trembling grin and surely excited squeal creeping onto her lips. "You would like to try to talk to him? Really?"

Fluttershy takes a deep breath. She knows Rarity is all starry-eyed, hanging on her every word, but she doesn't see it. Her eyes are glued to the sky.

"...I'll try."

Generosity

There are few lives as glamorous as that of the fashionista.

Oh, sure, there are celebrities with their legions of fans, and royalty with servants and finery, and all sorts of ponies living all sorts of luxury. But who makes that luxury? Who really understands beauty, how to form it and shape it, how to make it look its best on every kind of body there is?

Rarity snorts quietly as she thinks all this, alone in her shop. She knows she must look a mess, her mane mussed up and her glasses sitting just shy of crooked, but there is a special kind of glamor in that, too. After all, who else but the fashionista would so selflessly sacrifice their own time and beauty, that others may look their most elegant?

Why, it's almost heroic. Forget almost, it is quite heroic, if Rarity were pushed to comment. Always on a deadline, always pushing until late hours, giving so generously of her own life and talents, sewing until her hooves are sore, just to complete her latest in a long line of masterpieces.

One could be forgiven for assuming she was some kind of heroine, slaving away, chasing her dreams, always staying just one step ahead until she is finally noticed and lifted out of her life of mediocrity, until –

Until her Prince finally walks in that door.

She snorts again, much more louder this time, and with an entirely different tone. Okay, maybe she was being a bit...

Melodramatic?

Of course not. But Princes aren't exactly in this season, not anymore. Not with her, anyway. She's a jaded, weary mare now, one who's seen the world and come away a bit wiser. A bit more... discerning. No, no more tawdry filly's fantasies torn from the pages of the many romance novels she has tucked away upstairs, not for our Rarity.

No, our Rarity was a mare of the world now. She had pressed her boundaries a bit, tested her desires, and found the world to be a slightly more complex place than she had thought before. A certain purple unicorn had helped with that, certainly, but now...

She pauses, for reasons she can't begin to give voice to, letting the sewing machine in front of her roll to a stop. The Boutique is empty – it's almost closing time anyway, and for once it seems that her sister and all of her friends are occupied elsewhere. She's so happy to have the time to herself, to really get some work done in her huge, empty, quiet Boutique.

She sighs loudly, startling herself.

It's so quiet.

She kicks the sewing machine back into gear, welcoming the whirring of its gears, concentrating on nothing else but the fabric in front of her.

Who needs Princes, anyway?

Indeed. Most of the time it's not even a prince, in the books anyway. Most of the time it's...

A local farm stud, rough and tumble and thick with noble muscles, always the strong silent type, always a charming gentlecolt in the ways that really matter.

Always a soft spoken earth pony, with boyish freckles and striking green eyes?

She smirks and rolls her blue eyes.

Yes, alright, he's handsome. Comically so.

She shakes her head, still smirking.

Imagine – the prim fashionista and the down-to-earth farm pony. Could it be more cliche?

No, Rarity has a more discerning eye. Immune is she to the basic charms of a messy, rusty mane and a body of tight, thick muscles – she demands class, sophistication, a higher grade of male for her fantasies.

No, he's going to make a perfect special somepony for someone who really deserves it. Someone like...

There's a knock at the door.

"Come in!" she calls out automatically, not looking up. "We're still open, but just barely!"

The door opens, ringing the bell above it. Rarity looks up just in time, perfectly composed for her perfectly scripted welcome.

"Welcome to Carousel Boutique, where every garment is –"

She stops dead, her jaw dropping shamelessly.

Big Mac is standing in the open doorway, framed perfectly by the fading light of dusk outside. He's standing tall and proud, just barely smiling, his hair mussed up just enough – he could be one of the cheesy paintings on the cover of every book she's ever read, every mare's dream come true.

"Evenin'," he says, looking her right in the eye.

"Oh... oh my..." she says, barely above her breath. "Macintosh! Good evening!" she says, scrambling to remember her manners.

"I ain't interrupting, am I?"

No, but I DO look a mess. Oh, why did he have to drop in like this?

"Oh goodness no, come in!" She drops whatever insignificant thing she was doing and ushers him inside, giving her mane a hasty check with a hoof. "Don't tell me you're here for a fitting?"

"Don't?" He cocks a playful eyebrow.

"Oh! I just..." She laughs nervously, far more than she meant to. "I just didn't think you were the type. No offense, of course."

"Heh, 'fraid yer right. Not really my style."

"A shame. I'd love to measure you up for a tie at least. Maybe a vest – something to bring out those arms of yours," she says instantly, not really thinking, not thinking about her words or the way she's eyeing him over. Measuring him up, of course.

As a potential customer, of course.

"My arms?" Mac says, giving himself a suspicious once-over.

"Oh, of course! Arms and chest, naturally – you have such a good build, Macintosh. Very classically handsome." She balks the moment she's said it, clicking her teeth together in a wincing grin.

He smiles at her, a boyish, open smile. "Well shucks, Miss Rarity. Someone fine as you says so, I just might believe it."

"Aha!" she giggles loudly, catching herself before she gushes too openly at him. "Listen to me, treating you like a customer. So sorry, it's a habit sometimes."

"No need for apologies," he says, still smiling so damn handsomely.

"Whatever brings you by, then?"

"Well, uh... just wanted to see you. Had a bit of somethin' I wanted to ask you, if you've got a minute."

Her heart picks up, lifting her off her hooves. "...Ask me?"

"Sure," he says, still looking at her, just enough. Keeping his green eyes just for her. "Had a fine time last night. Feels like I hadn't seen you in a while."

"Oh, I know! It does feel like we never talk. That was lovely," she says effortlessly. But something in that sentence...

Last night?

Last night!

"Fluttershy had fun as well!" she blurts out.

He had been about to say something else. He squints at her, all kinds of tripped up.

"My friend, Fluttershy!" Rarity says, holding a desperate grin. "She wanted me to tell you, uh... how much fun she had! Yes, fun. Talking. With you."

Mac stares at her, silently mouthing the nonsense words. "If you say so."

"She just, uh..."

Think think think!

"I know she's your friend and all," Mac says, only barely registering in Rarity's ears. "But I came here 'cause I had you on my mind."

That pulls her out of her thoughts.

"Excuse me?" she says.

"Can't get you outta my head since last night," he says, chuckling just nervously enough. "I was wonderin' if..."

Her heart stops, just full-out stops, savoring every tiny syllable of every word, not daring to believe that he's about to say what he's obviously about to say.

His mouth moves, but she hears nothing.

"I'm – I'm sorry, what was that?" she says

"You and me," he says simply. "Thought I might take you out for dinner or somesuch, if you'd like."

To her credit, her jaw drops only a little.

"You and... me?" she gasps breathlessly.

"Uh... yeah."

"Moi?"

"...Yeah?"

"I..." She squeaks a little, very quietly, feeling her eyes grow huge and starry. "I don't know what to say," she lies.

YES, yes please by Celestia's mane YES, take me away from all this you dish of hunky stallion!

"You'd make me mighty happy if you said yes," he says quietly, stepping in closer to her and bowing his head a little.

"Oh, Macintosh! I..."

I can't.

What? Why not?!

I CAN'T.

She gets furious with herself in an instant, almost stomping her hooves. Why ever not? She turns her head to hide her glare, wondering what could possibly be a valid reason to not let herself be whisked away in romance and passion and love, worshipped and adored and finally, finally loved, finally –

Her eyes settle on the dress she was sewing, still lying on the table. A pale yellow thing, with pink accents – and made all the better by advice from a friend, one with freaky knowledge of sewing.

Her face falls flat.

I am the worst friend in all of Equestria.

"...I don't know, Macintosh," she says, turning back to him with carefully feigned indecision.

"Oh." He barely falters, but he does, for just an instant – she sees it flicker in his eyes, a heartbreaking and heart-broken flash of disappointment. "What, is there somepony else?"

She snorts out loud, embarrassing beyond all measure.

Oh, if you only knew.

"No, Macintosh, it's just..."

Someone else. Someone else!

Someone else what?

That's it! Someone ELSE!

"Look, uh... it's alright, I just thought –" he begins.

"No, no!" She snaps up, waving a hoof at him, still puzzling out her own thoughts. "It sounds lovely, Macintosh, it really does!" she says, surprising herself by how much she means it. "I would love to, it's just – I just..." She bites her lip, squirming on her hooves a little.

He says nothing – waiting on her words, maybe, but not hanging on them, either.

Oh, could you at least look more worried, you big lovely idiot? I swear if I actually went out with you would just listen to me talk for hours, just like –

Aha!

"How about I bring a friend?" she says triumphantly.

"What, you mean like a..."

"Yes! Yes, that's it!" Rarity says, as if Mac wasn't standing right there. "I'll bring a friend, and you bring a friend, and we can all... go out! Together!

"...Like a double date?"

"As a group!" Rarity corrects him. "Would that be alright?"

Mac seems to think it over, long and slow, but his growing smile says his answer for him. "Sure," he says, unnecessarily. "Sounds alright. How's Friday?" he asks, smooth and confident.

"Friday? Friday..." Rarity does some quick scheduling gymnastics in her head.

Will Fluttershy be free? Oh, of COURSE she'll be free, what am I saying?

"Perfect. I'll close up here at the usual time and... pick us up around eight?"

"Sounds good." He nods, then turns it into a bow, just enough to make her think he's going to take her hoof and kiss it or something delightfully old-fashioned like that. Her breath catches in her chest, and she all but fans herself with a hoof.

He turns to go, being sure to take his time with it. She has to tear her eyes away from his perfectly-sculpted rump as he goes, pointedly staring at the wall.

"'Til then!" she hears him say.

"Ta!" she calls out, far more flirtily than she intended.

And then the door closes behind him.

Rarity lets out a deep, anxious breath. This is fine. Everything is fine, this is a perfect plan. Everything is going to go fine.

She goes back to her sewing machine, anxious to have her hooves busy. So what if he asked her out, instead of Fluttershy? He just didn't know what he was missing. Why, a few minutes on a date together and he'll be aching to trade seats, no question.

Of course. Why would he waste his time with you, when Fluttershy is around being so much more pretty?

Oh, but that's nonsense. He asked her out. Rarity! He wanted her, and her alone, no matter how lovely Fluttershy might be. Why, the very thought –

She shakes her head. No, no, none of that. There is a plan, and it is a good one.

Quite right. Back to work.

She pedals the sewing machine, revving it up quickly. This is fine. So what if he has the most piercing eyes she's ever seen, cool and green and...?

She closes her eyes. She guides the cloth with her hooves, focusing on her work. She certainly wouldn't be distracted by a solid, toned earth stallion body – she's seen plenty of fine male specimens, fitted many of them for clothes. What's another thick, masculine chest, or a strong chin, or a set of well-muscled arms to be taken up in every night?

Boring. Typical. Dime a dozen.

Exactly. No, Rarity deserves more – somepony who sees her beauty, inner and outer, who appreciates her, who looks past others no matter how enticing and reaches out and takes her hoof. Somepony who wants her.

And Macintosh... Oh, Macintosh!

She slowly sinks her hoof on the pedal, her eyes following the needle plunging in and out of the fabric, diving in again and again and again.

Oh, yes... he IS a fine young gentlecolt, isn't he?

She nods to herself, her eyes slipping down to half-lids. Her hooves tense against the dress, the needle singing along at a blurry pace as her tail lashes in the air.

So very polite, and quiet, and oh... oh so strong...

She grins, biting her tongue a little. She stomps her rear hoof on the pedal, wondering why the needle isn't just slamming into the cloth already, just mounting it and taking it and –

...What?

She blinks, taking her hoof off the pedal. The needle spins down to a stop almost instantly, and the dress... well, the dress. The dress is ruined, a wavering line of wayward stitches drifting off across what was pristine, planned-out fabric.

Rarity sits there, aghast, staring at it. She feels a few drops of sweat – sweat – leak down her temple.

"Oh no," she says quietly. "Oh, no. No, no, no..."

She braces her hooves on the table. No, this is... everything's fine – there is a plan. And it is a good one.

She nods, reassuring herself.

It is a very good plan.

For Fluttershy.