Chapter 7: Fresh Enemies

Two little fillies sit together in their room on an early Saturday morning. Between them lies a game of Battle Clouds, pretty much considered Dash’s favorite game. A grin overcomes Dash’s face as they begin, ready to win.

“Cloud Nine!”

“Miss! Cloud...six?”

“Aw man, you got me! Cloud four!”

“You sunk my boat... Um...cloud three?”

“Darn it! Got me again! Cloud five?”

“Miss! Cloud ten?”

“Got me again!”

“Okay Fluttershy. That’s enough.” Dash throws her cloud down in defeat. “You got me again.”

Noticing her friends darkening attitude Fluttershy tries to change the cyan filly’s frame of mind. “W-what would you like to do now Rainbow?”

A grin overcame the cocky fillies face. “Well... how about we go do something exciting, like explore town?”

“Um... b-but we tried that last time and well... you know...” She trails off.

“Hey come on. I promise you we won’t get lost this time.” The cyan filly picks herself up, preparing to leave.

“O-okay. Where do you think we will go today?”

“If I can find it, I’ll take you to the Rainbow Factory where my dad works!” The bold youngster giggles as memories of her last prank flood back into her head. “Come on Fluttershy. It’ll be totally cool!”

“Um... okay.” The yellow filly quietly responds.

The shy pony allows her friend to hoist her to her hooves. “Race you out the gate.” Rainbow Dash offers, a grin on her face.

Fluttershy follows with a sense of reservation hanging over her. After the last trip went so badly, she feels unsure about what might happen this time. Spotting the rainbow tail disappear around the corner she snaps out of her thoughtful dilemma. Putting on a face of determination, the shy yellow filly takes off after her energetic companion. Rainbow makes it around the nearest corner, only to have her more reserved friend pounce on her. The two youngsters roll around the corridor giggling.

Dash disentangles herself from her friend, bolting off.

“Catch me if you can!” The rainbow tail disappears around the corner. Fluttershy takes off in pursuit, determined to keep her friend in sight.

Out the gate and into town, two young fillies gallop. Fluttershy follows her friend faithfully everywhere they go, sticking by her side as the bold little pegasus investigates.

“Right! I think it was this way Fluttershy!” The gangly little pony smiles as she follows her friend. Up ahead, the blue little pegasus rounds a corner and freezes. Her unsuspecting friend barrels into her and the two form a filly pile upon the ground.

Despite the suddenness of the contact, Fluttershy hums contentedly, enjoying the moment for what it is worth. Mixing limbs with her best friend in public gives off the warm fuzzes the shy filly finds it easy to forget the location, concentrating instead on with whom she is sharing the cuddly moment with.

Although she finds herself enjoying the moment, the tangle of cyan and rainbow spots something. That something is enough to send panic through her young system. She worms out of the impending cuddle, pulling her companion up too.

“Quick. Quick. Get back.” Dash bolts back around the corner, dragging her stunned friend with her.

“W-what’s going on Rainbow?” The creamy filly asks in a very timid sounding voice.

“It’s just a bunch of colts that beat me up back where I live. If I go out there, I’m toast.” The fear rings clear in the bold defender’s voice.

Fluttershy’s eyes go wide in shock at this, somepony actually wants to harm her best friend?

A little yellow head pops around the corner as Fluttershy takes a peek. Spotting a tough looking group of older colts she withdraws her head, releasing a frightened yelp.

“A-are those rough looking ponies them?”

“Yes. They were a right pain in the flank back home. No pony else would ever do anything about them.” Rainbow Dash replies, feeling a sense of embarrassment wash over her from admitting weakness.

The cyan muzzle of the bold pegasus sticks out. “But what they are doing on this side of town?”

“I don’t know Rainbow...” The yellow filly wriggles closer to her friend and protector, slowly calming her panicking system down as the warmth from the other pony washes over her.

Two sets of filly eyes watch as the trio of trouble maraudes around the large marketplace. Dash can feel her friend shanking. She moves closer wrapping the frightened filly up in a hug. “Just stay here. I’ll keep watch.” Fluttershy gives her a nuzzle in response, too afraid to speak.

Tense moments pass as Fluttershy does her best to not quiver in fear too much. ‘Where are you Rainbow...? I do hope you aren't hurt.’ A few moments later the pain of waiting becomes too much for the frightened filly and she finds herself drawn too peek outside once more.

A multi-coloured ball of plush barrels into the hiding spot, with a small ‘eep’ of fright, Flutershy finds herself under her best friend. “Rainbow! Ar-”

A cyan hoof covers the filly who is wearing a look of surprise upon her face. “Sshhh! Sshhh!” Rainbow Dash slowly extracts herself from the filly below her. “Sorry about that Fluttershy. They nearly saw me. But I got away.” She grins brazenly, proud of her own efforts.

“Oh Rainbow, I was so worried about you.” The creamy yellow pegasus throws her hooves around her friend, bringing the other filly into an embrace.

Mild shock passes across Rainbow Dash’s face, she does not hug back. “Um... okay. I was only out there for a little. You don’t need to worry so much Fluttershy. I’m always fine.” She grins confidently at her larger companion.

“Okay... Um... Do you think they have gone yet?” The shy young pegasus pulls back, tossing a cautious gaze towards the outside world.

“How about I go take another look?” The bold filly creeps towards the exit, ready to pull back with a moments notice.

Her little head pops out and a grin fills her face, unseen by her friend.

“A-are they gone?” Fluttershy couldn’t keep the nervous tone out of her voice.

“Yep! Let’s go before they get back!” Rainbow Dash grabs her friend, barreling out of the cover, ready to continue her search for her father’s workplace.

“Hey Fluttershy! Look where we are!” Rainbow gestures to the building ahead of them.

The building is majestic, a centerpiece of Cloudsdale, being none other than the acclaimed Rainbow Factory. The very place that all of Equestria’s rainbows are made in just the right kind of spectrum of colours and beauty. Fluttershy feels a sense of awe wash over her, having never been this close to the Rainbow Factory.

“That’s amazing...but why are we here?” Fluttershy queries.

“Dad works here, of course!” Rainbow declares, grinning. “We’re gonna go inside and look around!”

“Your...your father...works here?” Fluttershy’s eyes go wide at this reveal of information.

Dash nods, already leading her toward the entrance. “Yeah! He’s one of the big bosses of the factory! Best of the best, if you ask me! It’s a tradition in our family to work at the Rainbow Factory! Dad’s a real lazy old thing, he just lives for work and my Mom.... Eh, it’s still awesome! One day I’m gonna have a kid of my own and call her Spectra when I work there!”

For whatever odd reason, the thought of Rainbow Dash one day getting married to a stallion and then having a baby is actually very unsettling to Fluttershy. She isn’t sure why, it didn’t make sense. That was far into the future, wasn’t it?

It doesn’t matter. The shy young pegasus puts such thoughts out of her mind, content to follow her best friend to the Rainbow Factory, feeling a mix of excitement and nervous all at once. Having never been there, she doesn’t know what to expect. Then that hit her. Rainbow Dash is the daughter of one of the workers of the factory? One of the big bosses? She has to admit, while it was unsurprising, given that her name was Rainbow Dash, many would think that she was somehow associated with the factory. But to be a young pegasus in Cloudsdale with that kind of status?

So many fillies and colts would want to be friends with her for that.

But, Fluttershy doesn’t care about that, not at all. Rainbow Dash is her best friend, no matter who she happened to be the granddaughter, daughter, niece, sister, cousin of. Nothing could take away the friendship they have. It fills her heart with joy knowing that Rainbow did not rely on cheap methods to get her as a friend. All the warm fuzzes make Fluttershy want hug the bolder pony. She feels really lucky to have such a wonderful best friend.

She just hopes Rainbow knows that.

The two approach the front entrance of the Rainbow Factory, to which Rainbow leads Fluttershy inside. However, instead of merely walking in and looking about like she expects, the the cyan filly pulls her off to the side and more or less keeps them along corners and out of sight of some of the workers.

“Rainbow...?” Fluttershy is about to question.

“Yeah...” Dash murmurs, looking to her sheepishly, “We gotta stay clear of some of the mean ponies here. They think I’m a bad little runt and try to throw me out every time I come here. Even if I just come to bring dad his lunch when he leaves it at home!”

“Oh....I’m sorry...” Fluttershy softly murmurs, apologizing out of habit.

“Fluttershy, it’s not you who needs to say sorry. Just stick with me and stay tight.” Dash announces, trotting off eager to show her best friend the sights.

“O-Okay, Rainbow...” Says a very nervous Fluttershy as she sticks close to her friend.

The two trot along well adorned hallways, dashing into hiding at each and every sign of other ponies. While Rainbow performs with well practiced ease, Fluttershy trails like a blind filly, she really has no idea where she is going. She has never been allowed inside the establishment, always having been told that it was dangerous inside. She finds her small, shy courage start to emerge as her friend guides her into yet another alcove, hiding from a group of excitable looking stallions who walk past as if they are on a mission.

“R-Rainbow... Where are we going?” The gangly filly pokes her head over her friend who gazes down the corridor, scanning for signs of unwanted life.

“You’ll see, it’s super awesome!” The excited guide replies, glancing up at her friend. “You know... I wish I was tall like you...”

Fluttershy giggles, smiling brightly, “Awww... You’ll catch up to me one day, Rainbow! Why, I bet you will be taller than me!”

“I don’t want to be a giant...” The cyan filly replies softly, defending her stance on size.

“Really? Then what do you want?” Fluttershy tilts her head curiously.

“Just to be tall. Then I’ll be 20% cooler...” She grins at the use of her still new catchphrase.

“Oh....” Fluttershy smiles a bit, leaning down toward her. “At least then I won’t have to reach down to....” She blushes and looks away. “Never mind...shall we go?”

“Sure thing.” The bold colourful ball of fluff leads off. “You know Fluttershy, you can be really weird sometimes.” She grins across at the shy filly, “but your cool.”

The creamy yellow filly lets out an excited squeal, giving the little ball of blue and rainbow a big hug. She can’t help but feel happy at being considered “cool” by Rainbow Dash!

“Hey... not in the middle of the road. We don’t want some bigshot seeing me like this!” Rainbow gently pushes her buzzing friend off, smiling at her. “I did mean it. You being cool.”

“Yay!” Giggles a very happy Fluttershy, blushing and smiling.

“Care to catch a rainbow?” The speaker grins back at her blushing friend with a very cheeky look upon her face.

Said cyan pegasus leaps off, jogging along with ease, giving her rainbow tail a good swish, illustrating her point.

The tantalizing rainbow captivates the blushy filly’s eyes and she grins goofily back. “Yes!” She chases off after her cheeky friend, taking short leaps and bounds to try and capture the elusive ball of spectrum. “Come back here, Rainbow!”

“Never!” Comes the cheeky filly’s cheerful, laughing reply as she keeps escaping her friend. “Catch me if you can!”

The energetic ball of colour sprints along, glancing back at her pursuer, poking out her tongue. She blows a raspberry. This day is going better than she ever expected! Suddenly pain lances through her as she slams into a column in the wall.

A look of panic crosses Fluttershy’s face and she puts on a burst of speed to catch her crashable friend. “Rainbow...ar-are you okay?”

The stunned filly groggily gets to her hooves, rubbing the temple of her head with a hoof in a tentative fashion. “Awww... remind me to look where I’m going next time.”

“Oh....” Fluttershy nestles near her and gently tries to soothe her aches, nuzzling her. “I’m sorry, Rainbow...” She leans in and plants a kiss on the hurt skull of her friend.

“Fluttershy... what are you doing?”

“I’m kissing it better, silly...” She murmurs back, planting another kiss upon the head of her friend, she time she holds it, caressing the rainbow mane as she does so.

Rainbow Dash blushes and a strange feeling courses through her body, to which her heart pounds. It sure feels odd but nice at the same time. The contact calms her nerves and eases the pain. The light blue filly grins happily.

The shyly smiling filly pulls away slowly. “D-does it feel better now?”

“Yep! Thank you Fluttershy.” Dash replies, getting to her hooves and putting all such sappy thoughts out of mind. “Come on Fluttershy. I still have a factory to show you.”

Said shy pony nods in agreement, glad that her best friend is okay. The bold filly leads the shyer one as they set out once more. This time Fluttershy sticks within grasp of her friend’s tail, ready to yank the unobservant filly back should she find herself on a collision course. As well as to keep herself from getting lost of course.

After a few more minutes of tense walking, the leader holds up a forehoof. “Wait here Fluttershy. I’ll be back.”

“W-W-What? Wait! W-Where are you going?” Asks Fluttershy, a sense of agitation washing over her once more.

“I need to make sure the coast is clear. Don’t worry, no pony can stop me, I’m Rainbow Dash.” The cocky filly smiles, appearing far more confident than she feels.

Fluttershy’s face takes on a worrisome expression. “Okay...”

A sigh of exasperation escapes the leading filly. She has seen the look on her friend and can’t leave without making things right. “Really? That bad?”

“...No, it’s just....I don’t want you to get caught, Rainbow...” Fluttershy murmurs.

“Fine... come on scaredy filly... follow the awesome rainbow...” The super colourful filly grins mischievously.

“.....No, never mind. I’ll wait.” The shy filly sits down on her haunches, ashamed of herself. ‘I don’t deserve to be cool if I’m just a scaredy filly all the time! I have to prove to her I’m worthy of her thinking I’m cool!’

“Okay. Um... I’ll go check the cost is clear then. If you hear yelling and screaming, kiss your flank goodbye, cause they’ll have found me.” She continues to grin at her friend who’s expression is taking on a look of mortification.

“Please be careful...” Fluttershy whimpers.

“I’m always careful.” The smart reply drifts back from the overconfident filly as she strutts off to scout.

Swallowing, Fluttershy sits back and watches her go, feeling anxiety and fear overcoming her senses.

Tense moments continue to pass by like water flowing under a bridge. Fluttershy begins to kneed the hard clouds underhoof, ‘where is Rainbow Dash? She should be back already! I knew I should have gone with her... Oh Fluttershy, how could you abandon your best friend like that? All just for the sake of still looking cool in her eyes? How could you be so selfish?! Rainbow Dash!! Where are you? I’m sorry!! I’m not cool, I never was! I don’t deserve to even call myself your friend....’

“Back!” The soft cocky call makes Fluttershy just about jump out of her skin.

“Rainbow!!” Fluttershy quietly squeals. “Don’t do that... you frightened me!”

“Oh-c-come on...really?”

“You were gone so long... and then... you scared me when you just.. appeared again.” Fluttershy whimpers, gaze downcast, ashamed at her own weakness.

“Okay...Fine. I might have almost got myself caught by Mr Meanie pants himself. So it kinda took a little for me to-”

Almost immediately, the cyan filly finds herself caught in the golden hooves of her companion, who is now shaking and almost crying.

“I’m sorry, Rainbow! I’m sorry...! I should have gone with you! Oh, you were almost caught! I can’t let that happen anymore! Rainbow...!!” Fluttershy whimpers, crying into her neck. “I don’t want to lose you...!”

The bold speedster sighs, patting her friend’s back. “It’s okay ‘Shy. They couldn’t catch me. What are they going to do, turn me into a rainbow? I’ve already got a matching set.”

“I don’t want you to get in trouble...and I don’t want to lose you....you’re the only friend I have...” Fluttershy near-sobs, whimpering.

“You’re the only friend I have too, Fluttershy. There’s no way I want to loose somepony as awesome as you. This is why I really had to take a look before I took you in there. You don’t want to see my dad angry and today... well...he was mad. Shouting something about the latest shipment of something not being in on time.”

“...Oh...” The creamy yellow filly sniffles, pulling back a bit to look at her friend. “I...I understand...” She nuzzles her companion, sweetly.

“Come on... I’m awesome, I’m also your protector.” Rainbow Dash puffs out her chest proudly.

“...Thank you...” Fluttershy giggles, looking happy again. “...Um...you...you think I’m awesome...?”

“Yep. In a ‘special’ kinda way. As long as I have you those bullies can just go buck themselves.” The bold filly confirms, grinning.

Despite her use of inappropriate language, an undeterred Fluttershy squeals with happiness and tackles her best friend again, snuggling her.

“Hey...get off...stop...!” The strong young pegasus falls into soft giggles under the sensual assault of her friend.

Fluttershy pulls away, smiling. “I didn’t know my Rainbow was ticklish...” She giggles, moving in once more.

The laughing ball of cyan plush tries to tickle back and the two quickly fall into a small but full on tickle war.

“Lemme go, you mushball!”

“Hee hee! Nooo!” Fluttershy giggles, tickling her small friend with her hooves, planting butterfly kisses along her face.

The two roll around in a tiny ball of colour and filly, tumbling out of their hiding place and into the hallway beyond.  Eventually they stop, with Rainbow pinning Fluttershy to the floor with a big grin on her face.

“Gotcha, Fluttershy!” She giggles, winking at her.

“Yes....” Fluttershy giggles back, licking her protectors face, buzzing with barely containable energy.

“Rainbow Dash! I told you not to sneak into my factory.” The angry tone of Blaze rings out.

Both fillies freeze.

“Yes dad...” Rainbow slowly, almost fearfully turns her gaze around to face her father.

“Follow me. I’m taking you back to school this instant.” He orders, advancing towards his frozen daughter with an angry expression upon his tired face.

“W-Wait!!” Fluttershy squeals, holding out her hoof.

“What is if young filly? I don’t have all day...” He stares strongly down at the pair.

“Please...it’s not her fault. I...I was the one who asked Rainbow Dash into coming here to the Rainbow Factory....” Fluttershy utters. “Please don’t blame her...it’s my fault...me.... Just please don’t take her away...”

“Rainbow. Come with me. Other filly. You two. This is not a place for youngsters like yourselves. And get off her, Rainbow Dash, you’re not gay.”

Dash blushes and does so, despite finding that she misses the warm feeling of her friend’s embrace. “H-Hey! She’s my best friend, dad! I’ll cuddle her if I want!”

A further look of annoyance crosses the stallion’s face as he digests the latest point. “Great to know you’re making friends. At least we sent you all the way across town for something... Come on, I don’t have all day.” He gently pushes the pair onto their hooves.

Silent, the two fillies follow Rainbow’s stern father towards the entrance of the factory.

“Daaaad... You can go now... I know the way out.” The bold filly complains.

“No. I am going to make sure you two leave the factory and that I see it with my own eyes. I won’t have you sneaking back in just because I let you two go,” Blaze responds unwilling to give his child any ground.

“Fine...” The cocky filly sighs, giving up on her useless crusade. As much as she would enjoy continuing with the argument, she knows it would only go south from here. Her energy can be better spend on other things.

Fluttershy looks at her friend sadly before gently nuzzling her as she walks closer against her.

The receiver of the shy filly’s affection turns a thankful gaze to her comforter, allowing herself to be led to the front door without any further complaint.

The trio reach the entrance to the factory and Blaze waves a hoof at them. “Now go... or do I need to walk you back to school as well?”

“No, Dad...we’ll go ourselves,” grumbles Rainbow Dash.

“Good.” The stern parent turns away. “At this rate I’m not going to get to see my daughter walking down the isle...” He laughs, starting his trek back to his office, enjoying his own joke. “Now this I need to tell your mother about...”

Rainbow growls, scowling down at the ground.

“Sure he could...” Fluttershy says cutely, smiling at the thought.

“No. He’s probably meaning that I would be the one standing at the front. But I’m a filly, I thought that was the colt’s job...” She scrunches her face up in a ball of confusion.

Fluttershy thinks about that and giggles. “Oh, then he means that the groom is at the altar, the bride walks down the aisle.”

“Yes Fluttershy. It’s not funny...”

“No, it isn’t...um...but Rainbow...I think...you would make a beautiful bride...” Murmurs the creamy yellow filly, smiling with a blush. “The most beautiful bride ever...”

“Me... no way. I’d simply kill everypony there with my awesomeness.” Rainbow replies boastfully.

“Okay...then...the most awesome bride ever... Hee hee...if I were a colt, I’d be your groom...” Fluttershy giggles.

“No you wouldn’t. I think you’d make a much nicer bride Fluttershy.  So, I’ll be the groom! You can be the bride! You’d wear the dress better than I would!” Dash wraps a forehoof around her companion, walking boldly off.

Two giggling fillies walk off, laughing at their little joke.

Fluttershy starts to head off to the school but finds her bold companion hampering her progress, steering her away with a forehoof till it falls off the larger filly.

“Rainbow...what are you doing? The school is over this way.”

“That way is boring! Lets go do something cool!” The cheeky speedster pounces upon the larger pegasus.

The pair of youngsters roll around on the soft road, giggling and calling to each other as they roll around in a small filly ball of colour and sound.

“Rainbow...noooo! We have to go back! Hee hee!” Fluttershy giggles in spite of what’s going on.

“No we don’t!” Dash calls back, moving her hooves lower to tickle her joyful companion.

Fluttershy gives into laughter, allowing her assailant to overpower her. The stronger, smaller filly wins the small play scuffle, plonking her friend on her back and sitting on the yellow tummy that presents itself. “You’re nice and warm Fluttershy. Why don’t we just camp here?”

“Th-That’s silly, Dashie...”

“Right, then I’m taking you someplace awesome then. Lets go!” Leaping up, the strong-minded youngster leads off through the sparsely crowded streets.

“W-Wait!” Fluttershy chases after her. “Rainbow! Wait! Where are we going?!”

“I don’t know! But that’s part of the fun!” The cheeky leader calls out as she continues to gallop off.

“Don’t go so fast!” The creamy yellow filly yells, trying to keep up with her.

“You can do it Fluttershy! You’re bigger than me!” Encourages the bold little pony as she continues blindly traversing the city streets.

Fluttershy pouts as she keps on trying to gain speed. “But...you’re faster than me!”

“Come on... have some fun!” Elation shows clearly upon the speedsters face as she swerves around several older peagasi on the street, pausing to get a good look at the cute bundle of pink and yellow that is trailing her.

“Come back here!” Fluttershy squeals, still giving chase.

Rather than rushing off, Dash lunges towards the following filly, tackling her for the second time and rolling under a set of tables as adults stare on at the display of craziness. The pair tumble around, between the hooves of older ponies before crashing into a lamp post. “Awwouch!” Dash yells, briskly rubbing the back of her head.

“Rainbow!” Fluttershy cries, worried for her friend, holding her in a comforting way. “Oh, Rainbow! Are you okay? Oh, are you hurt?”

“I... I’m fine...” Cyan hooves continue to scrub the back of her own skull, trying desperately to dissipate the pain.

Seeing that she clearly wasn’t, the creamy yellow filly gently bends Rainbow’s head and rubs it along with her mane. She then proceeds to lay gentle butterfly kisses along the sore spot to soothe her. “There there, my Rainbow...”

A nearby mare snickers loudly. “Two very cute young lovers I see. Can I help either of you?” The stranger makes her way over, bringing herself closer to the two crashable fillies.”

“No. We’re okay.” The bold cyan defender places her friend behind herself in a defensive fashion.

“Yes!” Fluttershy says, panicking. “My friend is hurt! She hit her head!”

“I’m fine Fluttershy.” Dash insists, doing her best to hold her injured head and drag her companion off.

“No you’re not!” Protests the worried filly.

“I’m fine. Lets just get out of here.” Dash throws a warning glare at the mare who is offering the pair help.

“Are you sure you two don’t need anything?” The mare sighs.

“Yes, we do! She needs help, please!” Fluttershy pleads.

“Well... does she want it?” The stranger leans in, motioning towards the cyan speedster who does not want to be here.

“N- ... Fine...” The sore filly sighs, conceding as she catches the pleading look thrown her way, curtsey of her shy companion.

Relieved, Fluttershy nuzzles the smaller filly and snuggles her, doing her best to reassure her. The mare who is offering help slowly moves in toward the pair.

“Don’t worry darling. I’m sure I can help you.” The gangly filly reassures her reluctant friend, reaching out to check the damage.

“It looks...like she hit the back of her head...” Fluttershy whimpers, more worried for her friend than ever.

The kind mare smiles at the shy filly. “Your cute fillyfriend will be just fine dear. Once I’ve taken a look, I’ll see if I have anything to treat it with.“

“Are....are you....a doctor?” Asks a very hopeful Fluttershy.

“Nurse... yes...” The caretaker replies, carefully examining the sore spot.

“Not...cute...not...fillyfriend...” Mutters a very annoyed sky blue filly, crossing her forelegs over her chest, scowling as she allows the mare to do her work.

“Don’t be rude, Rainbow...” Fluttershy whispers to her companion, rubbing her back in comfort. “There there...you’re going to be okay.” She smiles, kissing her forehead.

The multi-coloured ball of annoyance glowers back at the two, slowly melting under Fluttershy’s care. All the while, the nurse pony continues to examine Rainbow’s head wound, taking out a cooling pad she had in her saddlebags and carefully holding it against the sore spot.

“It seems that your injury isn’t severe,” the nurse pony tells her. “Just keep an ice pack on it as much as you can. It will leave a bruise, but by the looks of things, no further damage.”

“Thank you.” Fluttershy feels relief flood her system “I’ll make sure she takes care of herself.”

An audible groan emits from the smaller filly as she realizes what this is going to entail.

“Come on Rainbow... Let’s go back to our room and get you fixed up.” Fluttershy lights up. “I’m sure I can help you find a wonderful ice pack.”  She nuzzles her friend who is continuing to fill with embarrassment.

“...Fine...” Rainbow moans with defeat, knowing that her best friend isn’t going to give up. Regardless, deep down, she feels a strange sense of warm comfort from Fluttershy’s caring ways. If it had been anypony else, insisting that they go back she would not have listened at all.

Fluttershy thanks the nurse pony, then leads her companion off toward the school. Neither of them say a word, they just walk along, practically glued to each other’s sides. The throbbing pain in Dash’s head causes her to cringe and oftentimes groan in discomfort, to which Fluttershy usually gives her nuzzles and licks to her cheek in order to assure her.

They reach school and the filly with the red cheeks pulls her caring companion to the side. “Look, Fluttershy... Um...” She rubs the back of her head, doing her best to articulate her feelings over what is going on. “C-can you just keep the cute cuddly stuff on the down low. I don’t need the other fillies and colts thinking the coolest pegasus alive is...well... uncool.”

A sad face appears on the filly who is glued to her side. “It’s okay...”

“It sounds like it’s not Fluttershy.” The bold filly glowers at her companion. “You want to keep being cuddly don’t you?”

“Y-yes... But only if it’s okay with you Rainbow.” The shy filly draws back, hiding behind her mane.

“Really...?”

“Yes...” The timid youngster does her best to make herself even smaller under her friend’s gaze.

“You win... But we have to go the long way round then.”

By the time they make it back, Dash’s cheeks sting bright red and she thoroughly wishes she can simply disappear. As they head down the hallways to their dorm, she can hear the snickers and whispers from their peers, who are obviously finding this amusing. Dash does her best to ignore them, but it grates on her nerves. To mend the situation, she stands away from her companion and walks a foot away, but still beside her. It does nothing to erase the atmosphere already created however as the snickers continue.

Two social outcasts hanging out together and getting laughed at. How typical. Even Dash, young as she is, could have seen this coming.

Soon as their dorm comes into sight, the young athlete takes off sprinting. Fluttershy nearly panics in response, tripping over her own hooves as she does her best to follow the surprise burst in speed.

The cyan ball of plush collapses on the floor in their room. “That was close. I don’t think anypony important saw us.”

Going to fetch Rainbow an ice pack, Fluttershy says nothing. All she feels is immense guilt.

The young athlete spots the pack in her friend’s mouth and gives it a nervous look. “You know... I’m not feeling that bad...”

“Rainbow...” Chides Fluttershy, “it will make you feel better.” She attempts to place the ice pack on her friend’s head only to miss and hit a cyan nose instead.

“It’s fine!”

“No!”

Fluttershy uses drastic measures by holding the cyan filly down on the bed, on stomach, while she herself straddles her back. She places the ice pack against the sore spot on her head, holding it there.

Halfhearted grumbles float up from the filly on the bottom who promptly decides to make it worthwhile and relax.

“Good girl...” Fluttershy soothes, nuzzling her ear gently.

“How long will this take Fluttershy?” Dash grumbles.

“You don’t like it?”

“I never said that...”

“Well, I’ll keep it here for a while until it becomes less cool. Then, I’ll put it in the freezer for a little while so it can be cool again. Then I’ll find a strap to hold it to your head,” Fluttershy explains.

“I’d take you over some strap. At least you’re nice with me.” Dash replies, wrapping her forehooves around her companions, holding her in place.

A smile overcomes Fluttershy as she lies on top of her, holding the ice pack to her still, giggling softly, “Awww.... I’m always glad to help you feel better, Rainbow.”

“You just help me get better so that I can be awesome and cool again. Then I can protect you better.” This lights up the speedsters face and she grins confidently to herself.

This stuns Fluttershy for a moment as she comes to realize just what Rainbow Dash is saying. Even after the obvious repercussions from their peers, even after all of that, Fluttershy wouldn’t guess that her very best friend in the world, still wanted to be friends. “....Rainbow....? You...you mean it?”

“Of course. Why would I lie to my best friend?”

“No...” The creamy yellow filly shakes her head. “I’m just...I....I thought you...were fed up with me...”

“No way.” Dash stretches out on the bed allowing her friend to sit more comfortably. “After this we can do something cool in here. I don’t want to go outside anymore.” She yawns, stretching out further. If it weren't for the cold object sitting on her head, she could go to sleep right then and there.

“.....Are you sure?” Fluttershy hesitantly asks.

“Yep. Flying lessons can wait.” She grins, content.

“Okay... So....we’re still best friends?” Asks the pink-maned filly with hopefulness in her tone.

“Course we are!” Dash replies with certainty. “You’ll be my best friend forever. I’m sure...” Light blue eyelids close over cerise eyes. “I could just about do with a nap.”

It’s all Fluttershy needs to hear. She squeals with joy, rolls the smaller filly onto her back, making sure the ice pack is secured on her pillow where it can still be in contact with the back of her head. In doing that, the ball of shy joy settles on top of her best friend with a hug, and then smothers her face with butterfly kisses.

“Hey...I’m not that sore.” Small cyan forehooves wave defensively, trying half heartedly to ward off the affectionate filly on top.

“I know...” Fluttershy says between kisses, smiling, “I’m just so happy! Oh, Rainbow! You’re my best friend to the end!” She continues her sweet assault all over her friend’s face.

“Who says it needs to end.” A cheeky grin crosses the smaller pegasus’s face. “I could go on like this forever.”

“....Me too, Rainbow...Me too...”

The lazy speedster allows her limbs to fall to her side, eyes closing as she relaxes. The throbbing cold on her skull fades into the background as she lets the cozy warmth from the filly on top seep into her from the belly to belly contact. “You know Fluttershy... For a skinny filly... you’re nice and warm...”

“...Really?” Fluttershy licks her cheek.

“Yep. You make a cool blanket. Stay there.”

Fluttershy notes the prompt, more than happy to comply.

Two well rested young fillies file into the mess hall ready for dinner. Rainbow Dash is more than ready for a good feed after her rest and barely contains her excitement as they head towards the counter.

With a shy smile upon her face, Fluttershy follows, hoping that not too many ponies are talking about them behind their backs.

“...Rainbow...? Is...anypony staring...?”

“Of course they are. But don’t think of them. They just can’t stand how cool I am.” The bold filly puffs out her chest.

“...Okay....I was afraid you didn’t want to be seen with me anymore...” Fluttershy admits.

“They’re just jealous.” The cocky multi-colored pegasus picks up a tray, starting her process of selecting what she wants from the food on offer.

Fluttershy follows suit, nodding a little. “Whatever you say, Rainbow...”

The speedy filly pauses, placing her serving tray down for a few moments. “Hey... if you can’t stand my awesomeness, then it’s okay if you need to leave.”

Fluttershy places her tray down, shaking her head. “No! No! ….I don’t want to leave you...” She manages to resist hugging her for the moment so as not to embarrass each other. “I could never leave you...”

“Good. Then stop offering.” Without stopping to finish selecting her meal, Dash strides off to pick a table away from the bullies.

“But I didn’t say that....” Fluttershy mumbles, looking down.

Passing a table where Billy and Hoops are seated, the cheeky young pegasus sticks out her tongue, teasing them. At the returning death glares she trots off laughing in victory to herself.

Moments later, Fluttershy follows suit and joins her.

The two set themselves and Dash promptly gets down to the important task of filling her tummy. Fluttershy once again joins in, albeit at a more sedate pace.

“Rainbow? Is your head feeling okay? We should put the ice pack on it when we get back to the room.” Fluttershy asks with concern.

In between mouthfuls the speedeater manages to reply, “I don’t need that thing... I’m fine now... See!” She grins over at her shy friend, full of confidence.

“Whats up whats up!” The bold greeting of a fellow class member rings out as said newcomer slides into place beside Dash, shoving her into Fluttershy who squeaks in surprise.

“Hi Galechaser!”  Dash turns to face the new arrival.

“Heya, Dash!” Grins Galechaser, throwing a foreleg around her shoulders, completely ignoring the presence of the shy filly who cowers behind her stoic friend.

Dejected, Fluttershy just quietly eats her food once she manages to calm down. Already, she feels like a third wheel, but there is nothing more she can do about it.

“I heard you got thrown out of the Rainbow Factory. That must have been some mean stuff you pulled to get kicked outa there.” The grey newcomer continues to hold the cyan filly’s attention.

“Eh, long story!” Dash says, waving it off. “Dad caught us, though. Again.”

“No way! Your parents work there!?!”

“Dad does,” Rainbow clarifies. “He’s one of the big bosses!”

Turning to the rest of the room, the loudmouth of a colt can’t resist sharing the news. “Hey everypony! Dash’s pa works at the Rainbow Factory!”

Seeing as she is no longer needed, Fluttershy gets down from her chair and leaves. ‘I’ll just go wait for her in the room... She’ll have more fun without me.’

A cyan foreleg warps around the departing filly, dragging her back. “And where do you think your going, Fluttershy?”

“Yea Klutzershy, don’t hit to many things on the way out!” Rings out the taunting voice of some colt nearby.

Fluttershy’s teal eyes begin fill with tears as she looks down with sorrow and fright, trembling and trying to get away as quick as possible. She whimpers, trying to break free.

“Come on pal.” Rainbow reaches over with her other hoof, overpowering her friend.

“But...don’t you want to have fun with your friends...?” Fluttershy whimpers.

“You too, silly. Now sit.”

Fluttershy wants to bring up that she feels like a third-wheel when this happens, but the cheeky yet pleading grin of her best friend wins her over. She relents with a silent nod, returning to her seat.

Dash confidently throws a foreleg around her friend’s shoulders, allowing other youngsters to crowd around the table throwing questions.

As expected, Fluttershy is left out of the equation completely. Nopony speaks a word to her or even glances at her. The only thing that remains as any kind of reassurance, is that Rainbow Dash did not leave her side or let her go the entire time.

For the bold filly, this is a perfect way to polish off the day, a room filled with fell youngsters, all eager to pump up her ego.

A buzzing cyan filly bounds into her room, leading her still shy companion in with her. “Wasn’t that awesome Fluttershy? Everypony thinks I’m totally cool now. I really should have told them my dad worked there ages ago.”

Fluttershy grimaces, “But...Rainbow...then you won’t know who wants to be your friend...or just get close to you because of your father...”

“A cool filly needs no friends Fluttershy. Only you.” Dash turns to her nervous companion, grinning.

“...What?” Fluttershy looks to her with wide eyes. “...You don’t want anymore friends?”

“I’ve never had any friends. So you’re cool. One seems like enough to me.” The grin turns cheeky.

“...Neither have I...” Fluttershy murmurs, embracing the over-confident filly. “But you’re all I need too, Rainbow...”

The bold one hugs back, murmuring softly in her friend’s ear. “Just don’t do this kind of stuff in public okay?” She pulls away, a light blush upon her face. “My dad... seemed to go kinda nuts when he saw I had somepony.”

“But...we’re only fillies...why do they always think we’re a couple? I...well...doesn’t anypony think that two fillies close together are best friends?” Fluttershy wonders, snuggling her companion.

“It’s not that. He just didn’t seem to... I don’t know...something was getting up his flank. He can just shove it.” Dash turns her thoughts away from her family, allowing the snuggle to take over her young mind.

A little sniffle escapes Fluttershy, to which she nuzzles Rainbow’s neck gently, “...You’re my family now, Rainbow... And I promise I’ll always be there for you.”

“These holidays I have to meet your mom. She seemed awesome when I bumped into you.”

Fluttershy giggles, “Sure! I’d love that.”

“Then... I’ll take you out to meet my brother.” Dash trots over to her bedside, reaching into her small bag of possessions and taking out a small photo of her older brother. “Only photo I need.” She boasts. “Someday... I’ll be cooler than my big brother and we can both be in the Wonderbolts!” The topic of her heroes fills the youngster with fresh energy. “We would get to see all of Equestria. Showing off to ponies of all ages.” She notices the incoming sad face. “It’s either that... Or I’ll kick my dad out of his Rainbow Factory and make the place... about 20% cooler.”

“And I’d be right there to help you, no matter what.” Fluttershy promises with a beaming smile, confidence returning once again.

“That’s my filly. Do we get to do anything before bed? That nap has left me feeling awesome!”

“Well....” Fluttershy giggles, and then tackles her companion onto the bed, pinning her down.

The ensnared youngster on the bottom giggles back. “Is that how you want to play, is it? Alright! I’ll show you how fillies do it back home!” She unpins herself, tickling her friend, quickly asserting her dominance, tickling the laughing yellow filly into submission.

“Noooooo!!!” Fluttershy squeals, laughing and squirming to get away from her. “Dashie nooooooo!”

“You started it!” Filled with glee, the more powerful youngster continues her assault. “Back home, we never give up, unless we win!”

A laughing, squealing Fluttershy manages to escape. “N-Noooooooo!!! Hee hee! I made it out!” She crawls over to the corner of the bed, curling up and giggling. “Come get me if you can, Rainbow!”

With a massive grin on her cute little face, Rainbow Dash jumps over, trying to fly through the air like a pro. She winds up crashing in an uncoordinated mess of colorful filly and pillows, leaving Fluttershy giggling in front of her.

“Hee! Oh, Rainbow!” Fluttershy smiles, going over to her. “You’re so silly.”

“Not my problem these wings don’t work properly yet.” Dash extracts herself, folding her forehooves in a small sulk.

“Awwww...” Fluttershy hugs her companion, kissing her on the cheek. “That’s okay, Rainbow... It doesn’t matter.”

“Why can’t I just be big like you. Then I’m sure my wings would work.” Wishfully mutters the cyan filly.

“But my wings don’t work at all. It doesn’t matter how big I am....” Fluttershy gently rocks Rainbow Dash back and forth in her embrace, nuzzling her.

“Okay...” With a grin resting on her face, Rainbow Dash reciprocates. It looks like it’s going to be a warm snuggly evening.

The last of the suns rays disappear, leaving the cuddling fillies room in near darkness.

The smaller pegasus does a poor job at hiding a sudden yawn. “I think I need to go sleep...”

Fluttershy yawns as well, snuggling her companion tighter before lying them down. “....Rainbow?”

“Yes?”

With a warm, yet sleepy smile, Fluttershy kisses her friend’s forehead and holds her tight. “You’re my best friend, working wings or not, and I love you. You’re always awesome, no matter what.”

“You’re awesome too Fluttershy. I’m sure you can sleep alone tonight right? I do kinda have my own bed up above you...”

A sad look overcomes Fluttershy’s features, but she hides it and nods, pulling away. “...Okay. Goodnight.” She turns away, holding herself and trying not to get too emotional. The problem wasn’t sleeping by herself, far from it. It was just having gotten used to them snuggled up every now and then, the warm comfort and sweet feelings it brought. She loved it. It was hard to let go of it. But she couldn’t burden her friend anymore.

“You can be a big filly right?” The bold pegasus checks to make sure, trying not to be too emotionally insensitive.

“....Just go up to your bed.” Fluttershy responds curtly, fighting back tears. “Don’t worry about me.”

“Fine. Fine.” With a flutter of wings, the sky blue filly jumps up.

Missing the mopey look, Dash walks over to a picture of her heroes she had placed up on the wall. “Someday... I want to be on a poster like this...” She murmurs, content to simply sit, absorbing the well known sights of the greatest showponies in Equestria.

After a few moments, a rogue eyelid closes. The tough tom-colt filly fights it back open ‘Time for bed...’ She briskly trots over the ladder. “Goodnight Fluttershy.” With one last careful look to make sure the easily emotional filly is happy, she ascends the ladder to her own bed.

As silent as she could be, Fluttershy curls up under her blankets, and weeps. ‘Someday...I just want to be by your side...and never leave you...’ She doesn’t respond, just mumbles amidst her dampening cheeks.

Daylight leaks in, announcing a fresh new day. Fluttershy is the first to awaken to a slightly tear stained pillow. She sighs, at least there had been no nightmares. A small smile crosses her face, things were still looking up then. ‘Maybe I can sleep without Rainbow Dash with me.’

But then it dawns on her, things feels so much less warm and cozy than it could have been. A confliction of guilt, shame and overall sadness from the night before arrives in her mind. Unwilling to move, she simply wraps the blanket around her tighter and squeezes her eyes shut.

‘Is it...really so much of a bad thing that she doesn’t want to sleep in bed with me? Am I really that much of a baby? I’m a big filly, I can sleep on my own... She was counting on me... But all I wanted to hold her! I want to hold her and snuggle her every night! ...She doesn’t need that... She doesn’t need me clinging to her... But it always feels warmer with her there...’ Fluttershy thinks, trembling a bit and trying to fight back tears again. ‘No... I can’t think this... I have to be a big filly...She’s counting on me to be strong. But why can’t I just do that? Why do all I do is cry when she pulls away from me somehow?’

A loud yawn announces the presence of a sleepy cyan filly causing Fluttershy to jump, rudely pulling her back to reality.

The culprit gazes out the window, content to simply lie there for a few moments, getting up can wait. A sudden thought of her nightmare-prone friend crosses her mind causing her to leap up. She pokes her head over the edge to the comforting sight of her best friend. Dash sighs with relief, it seems the shy filly had successfully had yet another night without suffering a nightmare.

Ashamed of her tears, Fluttershy pulls the covers over her head, hoping Dash won’t see. The last thing she needs is to guilt poor Rainbow Dash, who hasn't done anything wrong. Not only that, but she doesn’t want to get even more attached to her in a physical sense like before. ‘I can’t...because after that, all I ever want to do is hold her and never let go! She doesn’t need that! Or want it!’

Deciding to see what is causing the urge for her friend to hide, Rainbow Dash glides down to greet her companion. “Good morning Fluttershy. I hope you slept well.”

“Mmf.” Came Fluttershy’s mumbles from beneath the blankets.

Grabbing the covers in her mouth, the bold youngster yanks them off, revealing a sight that makes her grin cheekily. “That’s some crazy bedmane there pal.”

Fluttershy rolls over, back facing Rainbow Dash, and just stares at the wall, wiping her tears.

“What did I do?” Now feeling concern for her friend, the colourful ball of plush walks over to her exposed friends bed, propping her forehooves on the side of it.

“...Nothing....You didn’t do anything.” Fluttershy rolls over to face the other way.

“Okay. I hope this doesn’t mean you had a nightmare and fell out of bed?” Still worrying about her friend, the inquiring filly gently bumps her with a cyan nose, trying to prompt her to come out and share what is going on.

“...No. I didn’t. I slept fine....” Fluttershy pouts a bit, sniffling. “N-No nightmares...”

“So you’re just being a bit odd?”

“Rainbow...please...don’t do this....the last thing you need is me being silly now...” Whimpers the creamy yellow pegasus, sniffling again.

“Okay. I was just wondering what was going on with my best friend.” She turns away and slowly swinging her multi-coloured tail, makes her way towards the door.

All at once, Fluttershy sits up, letting out a tiny whimper and reaching for her. But upon realizing her mistake, she lies back down again and burrows under the sheets, crying softly to herself. ‘There I go again... I’m far too clingy...’

“What is with you this morning?” Dash cocks her head to the side in utter confusion. “Do you need somepony to hold your hoof? I’ll do it you know...”

A sniffle emitted from Fluttershy. “Not for long you won’t...”

Without further ado,a grinning filly rushes over and sweeps up her larger friend. She falls onto the floor with the shy, fearful pegasus in her forehooves.

“W-What are you doing?” Whimpers Fluttershy, sniffling.

“Just picking snuggly up and sweeping her off her hooves... And as you can see... I failed.” Dash dryly comments from below her friend.

“...No...you didn’t!” Fluttershy snuggles her, unable to resist. “I...I just...just...”

“Can’t get enough of my awesomeness?” Quips the cheeky young pegasus.

And just like that, the floodgates are opened.

“YES!” Fluttershy wails tearfully. She gets up off her friend and rushes back onto her bed, holding herself and sobbing.

“Thank you!” The emotionally insensitive filly feels relief that her friend has finally let her know why she is acting so strangely. “Other, less cool ponies can’t see what two fillies do behind closed doors.” She giggles. “So come on....”

Fluttershy sobs, trembling before she pulls the covers and sheets over herself again. “No... You don’t understand...”

“Then help me to!” The bold filly insists, determined to win over her best friend.

“N-No... If I do...No! I don’t want to burden you, Dash...” Whimpers the timid filly.

“You’re not a burden. You’re my friend. I want to know what’s going on, cause if you don’t tell me. There’s no way I’ll know.”

“But I can’t... I can’t let myself get too close! Rainbow, don’t you see? You’re right... I have to be a big filly...I have to sleep on my own...you’re right! ...But I don’t want to! I want you there with me! I always feel so much better and so much cozier knowing you’re there! I love to hold you, snuggle you, everything! I love it so much! ...But if I do it too much, I won’t be able to let go of you...and when you’re ready to move on away from me, I won’t be able to...you’re the bigger filly, not me... I’m just a baby. You don’t need that...you don’t want that...you have so much more awesome things...” Fluttershy cries, burrowing under the blankets again, crying to herself.

Eyes wide, Dash grins. “Wow. I never knew anypony could be so... attached. That’s cool. Um...” Feeling more than just a little awkward, Dash holds out her forelegs. “Would... you like a...hug?”

The tearstained face of the shy young filly pops back out, from under the covers. “...Yes...of course I would...but...didn’t you hear me? Rainbow...I don’t want you to feel like you have to do this...I’m sorry! I’m a bad friend...” She slowly pulls behind her mane, doing her best to hide once more.

“Then don’t worry about me. You can be a little selfish sometimes, I won’t mind. Honest.” The confident youngster advances on the poor shelter that hides the pretty filly from view. “And you could never be a bad friend. This is much better than getting my flank kicked around at home. I’d take you over them any day.”

“....But...Dash....what if...one day...you want me to let go...and I won’t do it?” Fluttershy faces her with one teary eye peering out from under a crack in her shelter.

With a cheery grin on her face the confident young pegasus confronts her quaking companion. “Then I won’t ask you to. You can be...” She scratches her chin with a hoof, thinking. “My friend who never leaves my side because I’m like... too cool.”

Sniffling, the creamy yellow filly slowly crawls out from under the covers and onto the floor. “....Do you promise?”

“Sure... And since you’re a pegasus, you can easily come with me to any cool shows I’m at with the Wonderbolts and all. I could use somepony to cheer me on and all.”

“...Rainbow....” Fluttershy rushes to her friend and holds her tight, sobbing.

“Sheesh... Looks like I’m going to have to take you to the bath before we go to breakfast... you’re a mess...” The complaining filly rubs her softly crying friend’s back with her forehooves, doing her best to calm the situation.

Mood once again ruined, Fluttershy moves to pull away. “I’m sorry. You go ahead...I don’t want to right now. I’m not hungry.”

“Come on, Flutters. Now you really are just being silly.” Wrapping a strong cyan forehoof around her shy friend, Dash brings the weepy filly back into a comforting hug.

“I’m sorry...I’m just not hungry... You go ahead, don’t let me stop you...” Fluttershy murmurs, snuggling into her friend. “I’m sorry, Rainbow...I’m really sorry... You don’t have to sleep in bed with me, either.... I’m just glad you’re there.” She mumbles, not thinking.

“Stop apologizing. Wait... what? This is about bed time? You need me to sleep with you?” Cyan head cocks in mild confusion, gazing into her friend’s eyes hoping the waterworks will stop.

“Um....! Well, I did say earlier....well that...it did mean I liked snuggling in bed with you too...I um....that was kind of why...meep....” Fluttershy squeaks, ashamed all over again. “I-It’s not your fault! You did the right thing...! I didn’t...”

“No, pal. If you need me, say something and I’ll be there. I’m always there for my friends.” The cheeky pegasus glances around, confirming what she already knew. Nopony else was around. “Oh look... all my friend’s are in this room.” With a coy grin on her face she leans in and nuzzles the shy, blushy pony.

“But...But Rainbow....you said I was a big filly...and you’re a big filly...you were just trying to help me let go... And all I did was cry about you leaving me alone...”

“Then you need more time with the mighty me. That will fix you.” Confidence brimming, she continues to smile her friend’s way.

“....Okay...we can share beds every now and then...” Fluttershy snuggles into her.

Rainbow Dash boldly picks her friend up, rushing off towards the bathroom. “Look out! Here we come!” She laughs, enjoying herself.

“W-Wait...! What are you doing??” Fluttershy cries. “Rainbow I’m fine...! I don’t need a bath! And I’m not hungry!”

“Come on. We went to bed before having one last night. Do you want to turn up to class all smelly?” The multi-coloured filly asks as she turns on the taps to the bath.

“I don’t want to go to class...” The yellow pegasus whines.

“Say what?” The grinning filly swings around. “Fluttershy... what have I done? We miss one class and now you don’t want to go to any?”

“I just want to sleep...”

“I thought that was my role...” Slips in Dash as she tests the bathwater.

“Well...enjoy your bath....” Fluttershy smiles, yawns, then turns to go.

“Awww Fluttershy... Now it won’t be any fun.” Moans Dash, still unwilling to let her friend off the hook.

“...What do you mean? ...You want to take one with me?” The pink-maned filly turns around curiously.

“Well, of course I do. Then we get to make waves together.”

“....Oh....I see....” Fluttershy exhales, and nods. “All right, Rainbow...I-I guess I do need one...We can take it together, make waves...have fun...”

“Yes!” Jumping in the bath, the cyan filly proceeds to splash her incoming friend with gusto.

“Noooo! No splashie!” Fluttershy wails, flailing her forelegs. But she climbs into the tub too, anyway, making herself comfortable at the back of it.

The cheeky cyan filly sinks down into the tub, exposing her belly as she relines. “Ahhh...”

Fluttershy smiles, giggling as she gently pokes her friend’s belly.

Loud giggles erupt from the plush cyan pegasus. “Do it again Fluttershy! That feels funny.”

“Um...okay...” Fluttershy giggles, poking her tummy again. “Hee hee! This is fun!” She pokes it again.

Accidentally rolling below the surface, bubbles erupt from below, caressing Fluttershy on the way up, causing her to giggle softly at the sensation. The submerging Rainbow Dash runs her hooves along the above pony, tickling her mercilessly.

“Hee hee hee! Nooooo!” Fluttershy laughs and squeals. “Not here, Dashie!”

The tickler bursts up from below. “I’ma going to get you.” She splashes water at her laughing friend, using small wings to propel small jets of water across the small space.

“Noooo!”

At the playful cry of her friend, Dash obliges, doing it again, this time only splashing the lower section of her friend.

“Hee!” Fluttershy giggles. “Oooh, Rainbow!”

“Wonderbolt divebomber time!” The cyan prankster dives under the water, moving forward toward her friend. She collides with the lower sections of her friend and with a predatory grin upon her face, tickles the delicate pony all the way up. With an explosion of water she comes muzzle to muzzle with her friend. “Hi Fluttershy!”

Giggling, Fluttershy smiles, “Hi, Rainbow...! Hee hee...can you do that again?”

“Filly submarine!” Dash dives back under, randomly prodding around, earning herself a squirming filly. She cheekily moves aside the wiggling legs as she tickles the soft tummy of her friend, planing an underwater raspberry.

A very squirmy Fluttershy erupts into giggles under her friend’s tickling attacks “Rainbow...that tickles!”

The causes of her attacking giggles back. “You try it!"

“Really?”

“Yep! You be be... the Fluttermarine!” The cheeky filly giggles at the silly name she has just come up with.

“O-okay... Here goes, I guess.”

Rainbow Dash presents her tummy to her friend as she reclines in the water.

Fluttershy slowly moves in, giving her friend the biggest raspberry she can.

The pair of youngsters pull away giggling to each other.

“This is so much fun Fluttershy! We need to do this more!”

“Okay...” Further giggles escape the shy pony as she readies herself for another round of bath time fun.

Afterwards, as well as after cleaning up, a very happy and breathy Fluttershy is lying on her bed. On her back, legs curled, giggling. “Oooh... that was the best bath time ever!”

“It was... I’m ready for a good nap now.” The cyan filly affectionately runs a hoof through her friends mane.

“Me too... Let’s nap a bit....then we’ll get some food and go to class after we’re awake...” Giggles the creamy yellow filly reciprocates, running her hoof through the prismatic strands.

“I think we already missed something. But I’ll sleep here with my best friend instead.”

“Yay! Me too!”

Light blue eyes flutter closed as Dash stretches out on her friend. “Maybe we can sneak into class after lunch... see if they have anymore awesome flight classes coming up...”

“Hee...sure....we can do that...” Although the idea of more failed flight classes is something Fluttershy can do without, the shy filly currently feels like she can do anything! And if it makes her friend happy, then that is what matters, too.

Rainbow Dash leads her friend along, heading for the playground, doing her best to not be seen by her peers.

“Yo’, Dash! Did you sleep in?” Flitter bounds up alongside the duo.

“You bet!” Dash says proudly, grinning. “But even sleep can’t hold down this awesome filly for long!”

Cloudchaser appears alongside her sister. “That’s crazy. You slept the whole morning. You weren’t sleeping with somepony by any chance?”

“No. Of course I didn’t. This filly doesn’t need anypony to share her bed with!”

“Just saying, but sleeping with my sis is great. She keeps me warm and cozy and wakes me up on time.” Cloudchaser grins suggestively before continuing. “So you know.. Since you and your best friend share the same room... there’s an opening for some cool stuff.”

“Cool stuff? Like what?” Dash asks.

“Well I can’t speak for my sis... but it’s very nice having somepony to play with at all hours and she takes care of me and gives me a bath when I’m too lazy to.” With a small glare from her sister, Cloudchaser continues. “Yea... It’s pretty awesome. You should try it.”

“Hey, I’ll try it. Sounds like you two are onto something.” The cyan filly grins back.

Fluttershy meanwhile is starting to blush. She is pretty sure they have already done most of the things the twins have.

“You know...” Cloudchaser continues.

“Anyway.” Flitter cuts her off, “I’m sure it’s only stuff that you do with somepony who is like... your best friend. Chaser here is my best friend as well as my sis, so I’m sure that gives her extra points. Lets go sis. Catch you later Dash, and you too Klutzy.”

Fluttershy whimpers and hides behind her mane a bit.

The sisters trot off, happily exchanging taunts and pushing each other playfully about.

Dash grins after them. “Well Fluttershy, aren’t they an awesome pair?” She turn and spots the shy mess. “What is now?... Wait... Did she insult you pal?”

“...Why did she have to call me Klutzy...?” Fluttershy mumbles sadly.

“I’m sure she’s just being silly. You can be as crashy as me. So it can’t be all that bad...”

“But it’s mean! I don’t like it...”

“Look... sometimes ponies will just be mean. You have to learn to take it. Or...” She smiles becoming more satisfied, “You can just hid behind me.”

“....Okay...” She does so, keeping behind her protector, glad that she at least has somepony to stand by now.

The pair make it to their afternoon class in time, sliding into their seats, doing their best to not be spotted.

“Rainbow Dash! Do you insist on leading Fluttershy astray?” Mrs Breeze approaches the two youngsters, her normally happy demur clouding over with disappointment.

“Eep...” Fluttershy squeaks in shame before she ducks behind the smaller filly.

“No I don’t!” Rainbow defends herself, slowly sitting in a way that allows her to shield her friend.

“I’ll see you after class you two. But please... no more disruptions... I don’t want to throw you two out.” Turning, she slowly walks back to the front, anger dissolving with every swish of her well groomed tail.

Silent as a mouse, Fluttershy head back over to her desk, head hanging low. She climbs slowly onto her chair, looking to her best friend as the cyan plush ball scowls after their teacher.

A nearby colt offers the bold pegasus filly a bro-hoof, “nice one Dash. Good to see somepony here knows how to arrive in style.” He grins, hoof hanging in the air.

With a glance, Rainbow returns the gesture with a grin. “Thanks. It’s awesome to know that not everypony is uncool.”

A little sad look overcomes the shy filly’s face as she brings a book open and hides her face between the pages.

Paying no heed to the prankster and her cohorts at the back, the energetic teacher begins her lesson with her usual vigor. “Right class guess what we get to do this bright and wonderful afternoon?” Her smile begs for a reply to her question as she gazes around the class.

Fluttershy already has a bad feeling about this, biting her lip as she hides further behind her book.

As most of the rest of the class pays attention to the mare in charge, Dash leans back in her chair, allowing her thoughts to wander, wondering when she will get to show off to everypony next.

Happy that class was over, Rainbow Dash eagerly leds her pink and yellow friend over to their regular spot in the big fillies playground. Although there are other ponies already there, since it was after class, she hopes that she can still get her companion flying with her.

“Um...Rainbow...? Did you...want to try flying again?”

“I sure do...” Dash confidently strides onwards, hoping that her best friend will follow her example.

“Well...” Fluttershy sits on the ground. “I hope you can manage! You can do it, Rainbow...you’re the strongest and most amazing filly in Cloudsdale...you of all fillies can do it...”

The young athlete soaks up the praise faster than a sponge soaking up water. She seems to expand slightly as her ego does. “I know I can. You can too Fluttershy. That’s why you’re here with me. Then we can be the first two in the class to fly!”

“No...I can’t.... But you can! You have much more of a chance than I ever could....” Fluttershy mumbles, giving her a hug.

“Oh come on ‘Shy... at least try...” The speedster begs her companion, refusing to hug her friend back.

“....Okay, Rainbow....I’ll try...” Fluttershy tightens her hold. “For you, I’ll try.”

“Cool! Good filly.” Dash giggles, patting her companions head gently with a forehoof. “Now... lets get going. We need to show these older ponies who’s boss.” She confidently struts over to a nearby cloud platform, jumping on it and turning to wait for her companion.

Fluttershy follows, pouting a bit, but obediently goes to where her friend is. “You first! Um...if that’s okay with you...”

“No. Both together. Come on. We did it last time.”

“...Are you sure?”

Brisk nodding is the rapid response she receives, giving her morale a slight boost.

“Well...okay...okay! We can do this together!”

“I sure am. I’ll even give you something cool if you can keep up with me.” A grinning Rainbow Dash winks at her shy companion. “Ready?” She creeps up to the edge of the cloud, leading her shy companion onwards.

Although ready to tell her friend that she isn’t ready, a spark of motivation courses through Fluttershy. Anything from her best friend was wonderful, especially after what they’d tried much earlier this morning. Rather than feeling fear, she smiles and nods. “Yes....Yes! I’m ready, Rainbow! Let’s fly!”

“Great!” Leading off, the bold cyan filly leaps off the small cloud, flapping like crazy to try and gain altitude. Failing, she saves grace by turning her failing flight into a slow dive, turning a crash landing into a roll.

Fluttershy leaps as well, her tiny wings flapping rapidly. She tries and tries so hard to gain altitude, to finally soar the open skies like she always dreamed! To finally impress her best friend, to make her proud! For a few, brief seconds, she remains in the air! But it isn’t long before she begins to fall, to which her wings close and clamp at her sides. She plummets down onto the cloud ground below, landing a few feet away from the cyan filly.

Tears welled up in her eyes as she realizes just how much she failed. Failed. Completely and utterly failed. Squeezing her eyes shut, curling into a ball, and crying softly, Fluttershy awaits the yelling she just knows will come her way.

Strong little forehooves wrapped around her back, peeling her slowly out of her huddle. “Hey... what’s wrong...?”

Sniffling, Fluttershy trembles a bit, though she manages to relax slightly. “I failed...I couldn’t do it...”

“I didn’t do much better pal. Only a feet fillylenghts at the most... But you want to know how I got so good?” Dash continues to try and pry her companion out of her position.

Hesitating, Fluttershy looks at her with teary, curious teal eyes. “...H-How?”

“By falling face first into the cloud heaps of times!” The bold little equine proudly announces, placing a hoof to her own ego filled chest. “Sometimes my brother even laughed at me...” Her little cyan muzzle scrunches up at this.

“...Oh...” Fluttershy murmurs, sniffling and wiping her eyes. “I’m sorry...”

“You don’t have to say sorry pal.” Rainbow Dash pulls her friend up. “Now... do we try again? ... Or you not feel up to it?”

“You can try again... I’m just going to fall...” Fluttershy’s ears droop as she looks away, sad all over again. Whatever it was that Dash had in mind to give her is long gone, so she now loses all motivation to try anymore, even after the short pep talk.

“But you’ll never get any better if you don’t try.” The young athlete gazes pleadingly at her friend, hoping to change her mind. “Come on Fluttershy. I just know you can get good like me...”

“...Why do you want me to try so much....? I’m just going to fail over and over and disappoint you...all the hard work for nothing...” Fluttershy utters tearfully.

“I know you can do it.” Dash states, giving her sad friend a soft backrub, forgetting that there are other ponies around who might spot her being sensitive like this.

“But why?”

“I just know you can do it. You can.” The smaller filly gazes up trying to look as encouraging as possible.

Lips quivering, all Fluttershy can do is throw her forelegs around her friend and cling to her tightly. She trembles, feeling unsure, yet touched by her best friend’s confidence in her. “...I’ll try...”

“Well... lets go then.” Dash does her best to ease out of the embrace and continue her training.

The taller filly whimpers at the loss of contact, but makes no further protest. She follows Rainbow Dash as they ascend back up to where they had been before, heading to the same cloud ledge. Once again, they stood, side by side, ready to take their next leap of faith. While Rainbow looks confident and stands with grace, Fluttershy is trembling as she looks down nervously.

Without noticing her friend’s further confidence issues, the bold cyan filly bounces up and down a few times, flapping her small wings as if preparing to fly. “Ready Fluttershy?”

“No.” Fluttershy responds honestly, but flares her little wings anyway.

A strong little hoof wraps around her the shy youngster. “You are going to do awesome. Don’t worry. Just keep trying and I’ll give you a little present. Okay.” Hope shines through in the little equines voice and the hoof turns to slowly rubbing the trembling yellow back.

A little sniffle escapes the nervous filly, but she melts happily under her best friend’s kind actions and words. “Okay, Rainbow...”

“So...!” Prancing to the edge of the cloud once more, Rainbow Dash prepares for lift off. “Can we, can we? Please?”

Nodding, Fluttershy approaches the ledge nervously, but with confidence yet again. “Yes...um...you can go first again...”

“Just follow me.” The bold filly exudes confidence, crouching down as she prepares to take off.

Mimicking her action, the timid filly flaps her tiny wings as quick as she can. ‘Come on wings...don’t fail me this time! Make me fly! Make Rainbow proud of me!’

Rainbow Dash takes off, madly flapping once more as she tries to gain altitude. For a moment it appears that she is becoming successful in her efforts and she smirks with victorious satisfaction.

“Yay!” Fluttershy cheers, and does the same. She leaps off the ledge, flapping her wings quickly. She manages to gain altitude for a brief moment, hanging in midair like before. Only to plummet onto the clouds below moments later.

A gust comes along, wiping the grin from the cocky filly’s face. Shock crosses her muzzle as she plummets into the soft clouds waiting below.

However, their downfalls don’t end there. Laughter rings out from nearby, coming from the older fillies and colts in the playground, some of them having seen the spectacle. They are all pointing and laughing at the two fallen fillies as if it’s the funniest thing they’d ever seen.

“Check it out, that was Rainbow Crash!”

“Not to mention Klutzershy! Haha!”

Cheeks burning, the young cyan pegasus rises to the sound of further laughter at the rude nicknames. She can feel anger towards the group of onlookers building as she glares back. “What are you all looking at!?!”

“Rainbow Dash! Rainbow Dash! She sure can crash! Rainbow Dash! Rainbow Dash likes to crash!”

“Fluttershy! Fluttershy! Fluttershy can hardly fly!”

The defender feels herself rear-ended as a larger pegasus smacks into her, attempting to hide behind her small form. As the bigger filly cuddles up for comfort the angry equine realizes that it is her best friend who is in distress. This causes her further annoyance and she snarls at the laughing youngsters.

“Go find somepony your own size to pick on!” Dash cries out, wrapping a hoof defensively around her companion.

The older pegasi just laugh and trot away as they go continue to play around the playground. Fluttershy whimpers, just about in tears by this point, snuggling into her protector for dear life.

One of the vindictive colts spots the display and grins at the pair. “Awwww.... Look at that Klutzy has to hide behind her fillyfriend for protection.” Further laughs accompany this, causing Dash to prepare to go on the offensive.

“...Rainbow...can we please leave?” Fluttershy whimpers.

Glancing back, the sad sight of her best friend breaks the angry filly’s mindset and she immediately turns back to the offending colt. “You’re lucky I don’t come over there and teach you a lesson! Come on Fluttershy...” She begins frogmarching her trembling companion away, gripping the trembling filly. She still feels like she might blow a fuse at any moment.

The taller filly just clings to her companion, whimpering and just about on the verge of tears. All she wants to do now is get back to the room, curl under the blankets, preferably with Rainbow snuggled up to her, and go to sleep. Despite that it is right after the afternoon class and Celestia’s sun is still out.

Further jeers and insults follow them out and keeping her silence is all Rainbow can do to stop from lashing out in anger.

Once they reach their room, Fluttershy all but pounces onto the bed and curls up. No appetite, no energy, the timid filly feels more defeated than she can imagine. All of her attempts to fly not only fail, but now their older peers are making fun of them. But even worse, she has failed to impress her best friend.

‘What’s the use...no matter what I do, I can’t fly!’

Rainbow Dash watches her friend cry in shock, silent and feeling unable to do anything. ‘I failed her... All I wanted to do was show her that she could... then those bullies ruined everything!’ Remembering the insults, a menacing growl escapes the youngster and she about faces, preparing to repay the mean ponies without the presence of the pony she has to protect. Without a sound, Dash troops out of the room bent upon her goal.

Eventually realizing how quiet things are, Fluttershy looks around only to find that her friend appears to have long since left. This only causes her to sob louder as she feels her heart breaking. ‘She left...She left me! She’s so ashamed of me that she left me!’ “Rainbow....” She sobs pleadingly, feeling terror wash over her as she curls up alone under the blankets. “Don’t leave me... I’m sorry I failed...”

A group of young pegasi walk out of the older foals playground laughing to each other. Things had quietened down substantially since the exit of the younger duo and the group were seeking out fresh entertainment.

From behind a stunning cloud pillar jumps a multi-spectrum ball of rage. Rainbow Dash tackles the first colt in sight, slamming into him and laying down furious blows as she attempts to take the older pegasus down.

Caught off guard, the stranger flails about, unable to hit his tiny assailant as she lays into him. He cries out in pain as her small hoof connects with his head. In an urgent attempt to get away, he flaps his wings, powering into the sky. The angry filly falls from her victim and stands, poised ready for a fight.

“Hey look It’s Rainbow Crash!” One calls, laughing.

“Come to have a go at us now that your little fillyfriend is safe?” One of the fillies, a tough looking youngster with a rugged black mane points a dark blue hoof at the cyan plush ball.

“She’s not my fillyfriend!” Dash yells, running at her.

With ease that comes from having beaten up angry younger foals before, the stranger dodges Rainbow’s attack, slamming a hoof into the back of her head. “You can’t touch me Rainbow Crash. Try that again and I’ll rip you a new one.”

Knowing they are about to get a good display, rest of the group slowly steps back to allow the strong filly to move in on the small sky blue ball of angry pegasus who glowers back at her. With a final flare of her wings, Rainbow Dash gallops towards her target, intent on scoring a successful blow. The cocky live target lifts off before she can be touched.

Hovering in mid air, the young bully grins down at the pegasus she is taunting. “Come get me Rainbow Crash! Oh wait... you can’t fly!”

“Can so!” Tiny sky blue wings power up, propelling the younger filly a few feet into the air before she comes crashing back down onto the soft cloud covered floor.

“Oh... I’m so scared! The mighty Rainbow Crash can crash.”

“Come back down here!” Calls the youngster, still unable to do anything to the pony she wants to have a go at.

“You really want me to? I’ll kick your flank into next week!”

Rainbow aggressively leaps up, still unable to have a hope at reaching the pegasus who is taunting her.

With a cruel grin, the older filly folds her wings and dives towards her would-be assailant, ready to take her out.

Fluttershy runs, tearing through the corridors, hurrying to the destination she has been told of. The nurse’s office. She runs, not caring who sees her, tears flying from her eyes, heart racing and gut wrenching. All that she needs to know is that her roommate is in there after sustaining injuries from a physical fight. Worry eats at her, as does sorrow. But the tall filly wastes no time, letting nothing stand in her way.

Upon arriving at the nurses’s office, she finds the nurse tending to an injured Rainbow Dash. She wails, crying more, and rushes to her side.

“Rainbow!!!”

Cracking an eye open, said youngster grins lopsidedly at her best friend as she pears out from under the bandages. “Hey Fluttershy... I gave it to them good for all those names they were calling you...”

“...Is that why you left me?” Fluttershy whimpers, tears falling down her cheeks. “You left me to do that?!! Why?! That was....Rainbow, you’re hurt!! After that, all I wanted was just to be with you! I thought you left because you were ashamed of me!!” She wails, not angry, just upset.

“I had to defend your honor! Nopony insults my best friend and gets away with it!” The bold youngster announces, defending her position, hiding the pain she has suffered as she animatedly waves a hoof to reassure her friend.

“...I....” Fluttershy stares at her wounded friend, amazed. As much as she is upset about what she did, a part of her can’t help but feel just so touched. To think her best friend would go out there and defend her honor, stand up for her. For them. “Rainbow...I understand...but you still got hurt! Don’t do that again! Please! And don’t leave me....! You promised we’d be friends forever, you promised you’d stay with me and let me snuggle you!!” She begins to cry again, placing her forehooves on her friend’s little body where it won’t hurt and burying her face in her mane. “I just wanted to be with you after what happened...”

The egotistical blue filly stares at her friend in shock. Despite her best efforts, the shy pegasus has still wound up in tears. “I... I...” No further words want to find their way out of her and she sighs, ruffling her friend’s mane gently as the distraught filly cries.

“....Thank you....” Fluttershy mumbles, sniffling as she cuddles closer to her companion, minding her injuries. “I....I am grateful you standing up for me... It’s the nicest thing anypony has ever done for me.... Thank you... But please don’t do that again...not like this... I don’t want you to get hurt.... I don’t want to lose you.... You mean way too much to me for that...please...”

“O-okay... I thought I was the one who was hurt Fluttershy...” The speedster giggles lightly despite her injuries. “But you’re the one crying. You don’t need to cry for me. I’ll be fine. I always am.” Her regular pride is re-entering her voice, alongside her playful grin.

“You better be!” Fluttershy yells almost angrily. “If you do this again, I’ll tie you to my bed!! I am not letting you do that again, Rainbow Dash!! Don’t do this again or so help me!” But she begins crying all over again and clings to her friend, trembling hard.

‘Where did ... that come from...?’ The cyan filly wonders as she stares in shock at her friend. Under the emotional onslaught from the yellow pegasus she finds herself unable to do anything except let the larger filly grip her, continuing to hold on for dear life.

Moments later, none other than the Headmaster enters the nurse’s office, quietly, but still enough to rouse the attention of the two fillies. With a grim look upon his face he unhurriedly makes his way across to the two youngsters. As he enters close proximity Fluttershy cuddles up as close as she can to her best friend, fervently hoping that he isn’t heading for them. To her dismay, the old pegasus comes to stand right over them.

“Rainbow Dash...”

“What?” The bold filly is instantly defensive, placing a defensive hoof around her friend.

“Members of the school and the nurse have informed me of your mishap earlier,” he says, looking hard at her. “Physical violence of any sort, no matter the reason is not allowed on these grounds. I don’t care if they started it. You are not allowed to continue such things. Considering the other troubles you have caused in and around the school to others and even to yourself, I’m afraid that it has come to this. You’re not suited for this school, and I have no choice but to see that you are expelled. You may take three days to recover, but after that, you are to gather your materials and-”

“NO!!!” Fluttershy shrieks, in tears all over again .”No! No! Don’t! Please don’t kick her out, sir! Please! Don’t take her away from me!” She holds Rainbow closer to her, sobbing as she looks up at the headmaster and nurse pleadingly. “Please...don’t kick her out.... She can do better, she’ll be fine... She won’t do this again! Just please don’t make her leave! I’ll keep an eye on her! I’ll keep her safe! But don’t make her go! Please!”

The Headmaster looks at her with surprise on his old face for a brief moment. “Miss Fluttershy,  I I understand that you’re upset about this. But please, this does not concern you.”

“Yes it does! She’s my best friend!” Fluttershy says tearfully.  “It was my fault! She did it to defend me! If I hadn’t tried flying, none of this would’ve happened! I didn’t want her to do this! But I couldn’t stop her! If you’re going to throw her out, throw me out, too! I don’t care! Just don’t take her away from me! Please, sir... She’s my best friend and I can’t do this alone without her! I love Rainbow Dash, she’s my family now! And families don’t give up on each other!”

The stern pegasus stares blankly at two fillies in front of him. On one hoof, he was able to throw the troublesome pony out, informing her parents and then never needing to deal with her again. But it was also clear that the pair were already close friends and he was unwilling to break them up after waiting half a year to get the shy filly a roommate.

Deciding on the best course of action, he spoke up once more. “Okay. If you can keep your friend in check and I don’t see you like this again, you may stay.”

For the first time in the past while, Fluttershy smiles. “Oh, thank you! Thank you! Thank you!!” She rushes to the older pegasus and gives him a thankful hug.

The headmaster smiles lightly at her, hopeful that he has just done the right thing.

Wiping the smile from his face, the aging pegasus turns once again to the subject of his annoyance. “I do hope that you will listen to her and stop picking fights like this. Because there is no room for such behavior in this school. Do I make myself clear Rainbow Dash?”

“Yes...” Exasperation rings through in the filly’s voice. She wants the headmaster to leave her alone now that the trouble has passed her by.

Turning to leave, the old stallion just has to get in the last words. “Remember this young Rainbow Dash. I have chosen not to tell your parents this time round. But I rather think they would be most unhappy to hear of what you are doing here. So be careful or they will find out and you will no longer have a place in my school.” With nothing further to say, he trudges off, heading back to his office.

The cheeky filly pokes out her tongue at the departing flank of the headmaster, muttering to herself. “See... no pony can touch this super cool filly.”

The nurse heads over to her desk, leaving the two fillies alone. Fluttershy happily takes this opportunity to cuddle back up with her friend, minding her injuries still, and just feels so happy! It’s such a relief to know that Rainbow has been given another chance, and she’s all too happy to make sure she follows up on it.

“Hey... Leave off ‘Shy!”

“No...” Fluttershy smiles feeling a sense of elation wash over herself. She peppers her friend’s face with light, happy kisses.

Small cyan hooves half heartedly fend off the zealous kisser as the smaller pegasus giggles. “Look... either get up here with me and stop kissing me, or stay on the floor and do whatever you like.” The bold little spectrum pushes her friend away slowly.

Almost immediately, Fluttershy takes the first option by climbing up onto the bed, snuggling up beside her companion. Unable to resist one little kiss to her forehead, of course! But she lies against her, placing her little wing over her friend’s body.

With a cheeky grin, the injured speedster lifts her larger companion up and flips her on top, using the gangly filly as a self heating blanket. She then wriggles about, quickly finding the best way to keep her sore spots away from the weight.

All too happily, Fluttershy giggles and makes herself comfortable, as well as making sure she wasn’t affecting any of her companion’s injuries. “Awww....if you wanted me to lie with you like this, all you had to do was ask, Rainbow.”

“You make a good filly blanket Flutters. Just... stay there...” The smaller filly grins up at her friend, confident that she will oblige her wish. Already she can feel the warmth of her friend entering her system, calming her down and easing her pains further.

“I will...but you know you can ask me...” Fluttershy nuzzles her sweetly. “I’m always happy to do this for you.”

The egotistical youngster glances around, making sure that nopony else is looking before nuzzling noses. “Good filly.”

“Rainbow... Please. Promise me you won’t get into fights or cause trouble. I’m serious this time.” Fluttershy says softly, but seriously. “If I lose you...if you’re gone...I don’t know what I’m going to do.”

“I’ll be fine Fluttershy. Don’t worry about me.” Rainbow deflected, continuing to gently minister to her companion.

“Please? Please promise me...” Fluttershy pleads, sniffling a bit. “I...I’m going to be selfish...because I don’t want you to go... I want to be here with you... I want to take you home with me to meet my parents! Just please don't’ do anything stupid...”

“I won’t... Okay...?” The cyan filly is getting tired of her best friend’s pleading.

Relieved at her answer, Fluttershy snuggles her little friend. “Yay! Thank you!”

“It’s no problem...” Dash closes her eyes, relaxing under the warmth of her companion.

The two fillies sleep the night there, none of the staff have the heart to remove the shy yellow filly who happily remains by her best friend’s side.

Several weeks later, Rainbow Dash, top flyer in the class, stands ready to show off. Things had been going much better of late and everypony who cares for her, is happy that she is finally seeming to be on the right path. This has also helped her following, which had continued to increase as more and more of her schoolmates got on board with the cool speedster, knowing she is less likely to pick fights with everypony in sight. Of course there is also one last factor for her new, expanded following... knowlege that her dad works at the Rainbow Factory had well and truly spread around the school by now and so  gives added social status to the already big headed youngster.

With her hooves on the soft little fillies playground, the bold little athlete stands ready to show her classmates what she can do.

“Alright Rainbow... Show us all what you just learned.” Mrs Breeze smiles lightly, enjoying the high level of fun energy the speedster is giving off.

Without needing to be told twice, the cyan filly takes off as fast as she can, leaping into the air. She glides along, appearing to give no thought to her actions, effortlessly slicing through the sky. The youngster alights upon the soft cloud on the opposite end, grinning triumphantly at the rest of the class. “And that... is how you glide.” She boasts.

Cheers erupt from the other students, amazed at the display. Fluttershy remains where she is, some ways off from the crowd of her peers, but looking on to her best friend. She smiles, her small wings fluttering gently with excitement and pride, glad to see that Rainbow Dash is utilizing her talent at flying. Rather than feeling jealous or envious, all she can feel is pure joy for her friend.

“Yay...” She mumbles softly, but with sincerity.

“Now, I would like all of you to do the same.” The teacher happily instructs, motioning towards the cocky filly at the end of the short track.

The rest of the class eagerly bounce about for a chance to prove themselves, several flapping madly in their attempts at a glide. Most fail, either succeeding to glide only a short distance or hardly taking off at all. Derpy manages to collide with the smiling teacher who, as was the norm by now, pushes the crazy-eyed filly back on track. Several class members run the rest of the way to meet up with the grinning speedster, surrounding her in a circle of adoring fans. There is no denying it, being the best in her year at flying certainly gives status to the young pegasus.

Fluttershy, however, is terrified. She can’t even glide, let alone even lift off the ground. Of the entire class, she not only can’t fly well, but she can’t fly at all. At least when there are other ponies around. Taking a few breaths, the lanky filly hopes that maybe, just maybe, nopony will notice her and won’t call on her. It was a tactic she long attributed to her studies. If possible, try for an easy answer she could do. But overall, avoid it all cost.

From where she cowers, she flaps her wings. Nothing. They can barely even move. Within moments of unfurling them, the feathery appendages snap back against her side. Fluttershy tries again, but nothing. She looks around her, realizing that even if she did succeed, everypony would see it. All eyes would be on her. That was the last thing she wanted.

Squeaking, she lays down on the cloud ground and sighs. ‘I can’t do it... not with everypony looking...’

“Fluttershy... Come on dear... you too...” The kind voice of Mrs. Breeze breaks through the filly’s trail of thought. Said mare gently prods the cowering student, hoping to provoke a good response out of her. “I’ve seen you and Rainbow practicing... you do quite well with her. Why can’t you just try it now...?”

“But...I can’t fly!” Fluttershy whimpers, cowering away. “It’s a waste of time...”

“You’re a pegasus... every one of us can fly. Just follow your best friend like you do at lunch. I’m sure she won’t mind.”

Fluttershy shakes her head. “No, I can’t fly at all!” She flaps her wings, weakly, and jumps a little, but doesn’t even levitate for a second. “See?”

The quickly tiring teacher finds her energy draining away. “Rainbow Dash!”

“What!?!” Said filly fails to bother herself with a polite reply.

“Please... get over here and help your friend.”

This makes Fluttershy squeak and turn away, shaking. Now her best friend had to be dragged into her immense failures? She covers her eyes with her wings and hooves, whimpering.

“Fine.” Springing out from the throng of young pegasi, Dash runs over to her best friend. “Hey Fluttershy. Lets go. Come on! Just like our little practices.” The confident filly grins at her companion, ignoring the crowd that is gathering, eager to see what the shy filly has supposedly learned in her one-on-one classes.

Peeking at her through a crack in her feathers, Fluttershy sniffles. “...Okay....”

“You lot can go with them. You all need all the practice you can get if you’re going to become great fliers.”

“Yes miss....” The class drones, slowly making their way to the start line once more.

Rainbow walks her friend along full of confidence. “Come on Fluttershy. I know you can do it.”

“I can’t...I tried...but I couldn’t...” Fluttershy whimpers in shame. “I’m not fit or worthy to be a pegasus, Rainbow... I never was...”

“Oh come on. I know you’re awesome enough to do it. I just know it!” The bold filly nudges her friend into place alongside her. “Just do what you do when its just us and you’ll be totally cool.”

“That’s the thing, I did.” Fluttershy sighs, shaking her head. “But my wings wouldn’t do what I want them too...I got scared...”

“Alright class. Go!” The teacher breaks the two fillies moment.

Most of the class break off from the light entertainment, bounding out to try another glide. Rainbow stays by her friend’s side for the moment for support. “Come on Fluttershy. While they aren’t looking!” She urges, slowly entering into a canter, preparing for flight.

“But what if I can’t?” The creamy yellow filly complains, trying to keep up with her best friend.

“DO Don’t think!” The bold filly calls out, taking off.

Trembling with fear of failure, Fluttershy strains her wings trying her hardest to take off. Closing her eyes, she surprises herself when she doesn’t immediately impact upon cloud. “I’m doing it!” Her shrill excited voice rings out.

The rainbow mane whips around in the breeze to confirm the call, Rainbow’s heart goes into a made flutter. Her best friend was gliding! Sort of...

“Wheee!” Fluttershy cries in excitement, giggling with glee at being able to freely soar in the sky. “I can fly! I can fly!”

Not noticing where she was going, Rainbow impacts on soft cloud. Fluttershy follows her, unable to control her new-found gliding skills. The two-filly pile rolls around on the soft clouds, giggling like two mad youngsters without a care in the world. They come to a rest, muzzles mere inches apart.

“Hey look! Klutzershy and Rainbow Crash... lying on a cloud... K. I. S. S. I. N. G!” The rude cry of Hoops, one of the resident bullies rings out, shattering the sweet moment of partial success into a million shards of pain.

Terrified, Fluttershy whimpers and clings to her companion for comfort, trembling. ‘Oh no...this can’t be happening! They saw us again! Poor Rainbow...she’s going to be so upset...’

The cyan filly leaps to her hooves, growling angrily. “Who said that!”

“Me!” The grinning antagonist steps forward, more than happy to claim responsibility for his actions.  “What’s wrong, Rainbow Crash? Weren’t you having fun with your little silly klutz of a pegasus?”

“That’s it! No being mean to Fluttershy!” The cyan speedster is rapidly getting hotter and hotter with rage.

“Rainbow-! Nooooo!!!” Fluttershy cries as her best friend charges toward the grinning colt.

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