Oh Fluttershy

by cubcoon

Rating: mature
Tags: Human, Romance, Drama, Slice of Life
Length: 11766

Follow the development of Rarity and Fluttershy's relationship childhood, high school college and their journey to love. Their love will shine through any struggle. Lessons will be learned, hearts will be broken and love will be made Humanized, Smut in later chapters, Dark Subjects

Published 1970-01-01 00:00:00 UTC
Last updated 2017-04-10 00:22:28 UTC

Confession (Present Day)

Fluttershy was woken up by the chirping of three blue jays. "Oh my! Are you three hungry?" All three birds chirped loudly as Fluttershy graceful walked down stair then out to her yard to fill the bird feeder. She poured a generous amount of food for all three of her friends. The pink hair beauty was amazed by how wonderful it must be to a bird.

"Oh no! Angel!" Running inside, Fluttershy was greeted by Angel, her little bunny, chewing through his bag of food. "I'm so sorry Angel! I can't believe I forgot to feed you."

Fluttershy opened the bag and fed the rest of the food to poor little Angel, "Angel, you finish up eating. Mama has to go get ready to see Rarity, She wants me to try an outfit on for her." Fluttershy was ready and out the door within 45 minutes.

'Oh I wonder what kind of outfit she has for me. I bet its as beautiful as her' A blush spread across her cheeks. 'Rarity doesn't like girls. She only likes princes, like Prince Blueblood. I'm definitely no prince'

Before Fluttershy knew it, she was in front of Rarity's boutique. Knocking on the door, she blew out a deep breath. 'Rarity could never like a girl like me. Even if she did she deserves a princess like Princess Luna or Princess Celestia.'

A deep frown was engraved on Fluttershy's face as she hung her head down. Her soft pink hair acting as a curtain. Fluttershy gave another knock but a little louder this time. 'I'm nothing compare to her. I'm not even that pretty. I can never let her know I harbor feeling like this toward her. If she found out she would-'

"Fluttershy! What's wrong dear?"

Fluttershy looked up passed her hair to see Rarity standing in front of her. Fluttershy face instantly went in awe. Rarity, the most beautiful girl in all Equestria stood in front of her; Her lavender hair looked perfect as always, her blue eyes where shinning in the sunlight and her body, Oh her body! It must have been craved by a god.

"Fluttershy. Darling, are you okay? Did something happen to you on your way here?" Rarity asked with concern laced in her voice.

"I'm-I'm okay. Sorry if I'm late."

"Oh don't be sorry dear, you're right on time. I'm glad you're okay. I don't like to see you sad."

Another blush creped on Fluttershy's face. Rarity stepped to the side to let the timid girl in.

"Okay Fluttershy, I need you to put this outfit on", Rarity handed Fluttershy a small white V-neck and a short skirt that was light green. The skirt looked extremely short. Rarity made a few alterations to both article of clothes to give it the 'wow' factor.

"Where- where should I change at?"

"Right here, hun" said as if it was the most obvious thing in the world.

"Like…in front of you?"

"Yes Fluttershy. Don't be nervous, its not like you have something I've never seen before. We're both girls after all." Rarity said with a wink

"Oh…umm okay"

Fluttershy started to strip from the yellow sundress she was wearing. She was standing in the middle of her crush's room in nothing but a bra and underwear. Fluttershy could feel Rarity's eyes on her, but she couldn't look her in the eye, so she focused on a spot on the carpet. Once Fluttershy got the outfit open, she realized how tight and deep the V-neck really was. It showed off her cleavage very nicely. The skirt was so short it showed off her tattoo of there butterflies that were located on her upper thigh. Fluttershy became extremely uncomfortable wearing such a revealing outfit. She began to pull the bottom of the skirt down when Rarity said, "What are you doing?"

"The skirt…its uhh…too short. I'm not sexy enough to wear this."

"You have a gorgeous body Fluttertshy. You need to show it off. I want you to go to the mirror and look at yourself."

Fluttershy walked to the mirror and looked at herself, trying to find beauty in the image in front of her. Rarity got behind her and wrapped her delicate, yet warm arms around Flutter shy's waist. Her lips were only an inch away from Fluttershy's ear, " I envy your hair, it's so soft and smells of wild flowers. I'm jealous of your slender legs. They seem as if they could go on forever."

Fluttershy gasped as Rarity started to run her hand up the front of Fluttershy's shirt toward her breast.

"But you know what I like the most?"

Fluttershy breathing started to get heavy as Rarity hand gently started to squeeze Fluttershy's breast.

"I absolutely love your breast."

Rarity started to suck on Fluttershy's earlobe. Fluttershy started to moan as Rarity suckled and kissed  her way down to her neck. Rarity stopped massaging Fluttershy's breast and turned her around. Fluttershy's turquoise eyes were dilated with desire.

"I must tell you my true feelings Fluttershy. I seem to have developed quite a fancy for you. I want to be with you. "

"I want to be with you to" Fluttershy said happily.

"Oh how splendid! I must take you on a date to this restaurant in Canterlot."

Fluttershy started to giggle.

"…If that's okay with you." Rarity said as she caressed Flutter cheek.

"As long as I'm with you, then I'll be fine." Fluttershy leaned in to gently kiss Rarity's lips.

Their First Date

Fluttershy closed the door behind her as she rested her back against it and gave out a heavenly sigh, "Angel! I have great news." Fluttershy called out to her bunny

"Rarity asked me out on a date tonight", she squealed as she bounced around the room. "She's so lovely. She wants to go to a restaurant in Canterlot. I'm going to give you an extra treat because I'm so happy." Fluttershy skipped into the kitchen to fetch Angel two carrots. As Fluttershy skipped into the kitchen she noticed that she has two hours to get ready for her date.

"I need to find something to wear!" Grabbing the carrots and the furry bundle of sass known as Angel, and ran upstairs.

Fluttershy had decided to wear a light yellow baby-doll style dress with heels. Her long hair was slightly curled and flowed down her back in elegance. She excitedly raced down the stairs as soon as she heard a knock on her door. When she opened it, her jaw instantly dropped. In front of her was Rarity wearing a black strapless dress that stopped mid-thigh. Her tone legs looked smooth and her bare less shoulders looked as attractive as the silver necklace that hung against her collarbone.

"I-I-I umm…"

A smiling Rarity brought her hand up to Fluttershy's face and pushed her bangs behind her ear.

"You look beautiful." Rarity said softly

Fluttershy could feel her cheeks turn the same shade of color as her hair.

"Thank you, but you look better"

"Pish, posh! We both look fabulous. We must leave now to make it to our reservation on time. We go!" Grabbing Fluttershy's hand, she lead her to the black 2012 BMW 3 Series Convertible that was parked in the driveway. Opening the door for Fluttershy, Rarity gave her a wink.

"Oh Rarity you don't have to I-"

"No Fluttershy, I want to. I want everything to be perfect. Everything must be perfect" whispering the last part.

Smiling to herself, Fluttershy accepted Rarity's gesture. The drive to Canterlot was quick and smooth. The two talk along the way, well mostly Rarity talked but that didn't bother Fluttershy one bit. As they arrived at the restaurant, Fluttershy was amazed at how expensive it looked. The restaurant had a Victorian style with a crystal chandelier handing from the center of the room. The ceiling had large and beautiful mural hand painted by one of the most famous artist in Equestia. All the guest seem to be dress in expensive and luxurious gowns and suits.

"Rarity are-are you sure you want to go here. It looks expensive and there- there was another restaurant along the way we could go to."

"Non sense. Just enjoy our date. It's all about you tonight"

Fluttershy's blush was quickly returning. Rarity kissed Fluttershy's lips and proceeded into the restaurant. A waiter dressed in black pant and a white dress with a black vest greeted them from behind a desk. He had light brown hair, green eyes, a chiseled face, and by the looks of it, he worked out. He looked a year or two younger than them.

"Hello ladies. My name is Chad. Do you have a reservation?"

"Yes. It should be under Ms Rarity"

"Ms?" Chad said smiling.

"Yes. Why, is there a problem?"

"No. No problem at all. Please follow me to your table for two."

Chad pulled out a chair for both Fluttershy and Rarity, but linger close to Rarity. Fluttershy felt a tinge of jealousy, but it quickly subsided as she adjusted in her seat for comfort.

"Can I get you ladies anything to drink?"  he said while turning to Fluttershy

"Water would be nice." Chad quickly jotted Fluttershy's drink down

"And for you beautiful", giving Rarity a smile.

"Sparkling water" giggled Rarity

Fluttershy's clenched her hand under the table until they turned white, 'What's his problem? Can't he see we're on a date?' Giving one last smile directly toward Rarity, Chad made his way back to the kitchen to get their beverages

"Nice fellow isn't he Fluttershy?"

"Yes…Nice"

Chad quickly returned with their drinks, "That was fast" Rarity said, surprised by how quick and intentive he was.

"Well how could I ignore someone as gorgeous you? You simple out shine the rest of the people in the room."

Clearing her throat, Fluttershy began to order. "I would like the vegetable Lasagna"

Giving Fluttershy a blank look and slightly disturbed look, "Uhh…sure"

"I would like to order the Barley Risotto with Fennel"

"Sure. Be right back with those orders"

Before Chad left he made sure to give Fluttershy smile that was clearly forced and a subtle way of intimidating her. Rarity could feel the tension.

"Fluttershy, dear, is something wrong?"

"No" the pink hair beauty mumbled.

"I know somethings wrong. We promised we wouldn't keep our feelings a secret, so can you tell me what's wrong? If you don't, how am I suppose to fix it?"

"It's just you and…" nodding her head toward Chad who was staring back at Rarity in a longing and flirtatious way.

Rarity smiled. "I'll take care of it. Don't worry."

Rarity got up from her seat and made her way towards Chad. She whispered something in his ear. Fluttershy could feel tears build up in her eyes. 'How cruel could she be? How could she tell me she likes me, kiss me, take me out on a date, only to leave me for some guy with a pretty face?'

Through misty eyes Fluttershy could see Rarity hand him a piece of paper. After that all Fluttershy could do was cry. She lowered her head so her pink hair could hide her face. Her cries were so soft that no one seemed to hear her, 'How can I be so stupid and naïve! To think she actually like me. She even gave him her number. This is all just a joke'

Fluttershy then felt a hand tenderly stroke her back and whispered, "Are you ready to go? I paid Chad and asked him to put our dinner in a To-Go box. We can finish our dinner at the beach. It's about ten minutes away from here. Would you like that?"

The look on Futtershy's face was absolutely priceless. She was confused by Rarity's kindness, 'I thought this was a joke'

Fluttershy nodded and laced her fingers with Rarity's and they left hand in hand. As the pair walked out, Fluttershy made sure to give a wave to Chad as he slumped against the podium by the entrance. When they arrived at the beach Rarity put the top down so they could feel the breeze the ocean provided. They had a great view of the sky and the beach; The skies were clear, the moon was full, and all the stars were out and shining. The only sounds that could be heard by the couple were the waves. As they were finishing up their dinner, Rarity asked, "Back there in the restaurant, why were you crying?"

Fluttershy whimpered slightly, but gave her response, "I thought you wanted to leave me for Chad"

Rarity gave out an overly but necessary dramatic gasp. "I would never! You're the only one I want. I don't want to imagine me taking someone else on date. I don't want to kiss anyone else but you. I want you and only you."

Fluttershy grabbed both sides of Rarity's face and kissed her like it would be there last. It took Rarity a second to realize what was happening, but once she did she started to kiss Fluttershy back. Rarity ran her tongue against Fluttershy's bottom lip begging for entry. Fluttershy gladly granted it. The kiss was shy at first, both that only made the exploring of each other's mouth more exhilararting. Rarity's mouth was warm and her tongue was smooth and gentle. The pace of the kiss quicken. Their tongues weren't the only things that were exploring. Rarity's hand were cupping Fluttershy's soft breast. Rarity could feel Fluttershy's harden nipples with lust through her dress. Fluttershy's arms were wrapped around Rarity neck desperately trying to pull her in closer. Kissing over the console and staying in their seats made an awkward position that restricted Rarity from making any more advances. As they both parted for air, they giggled like young school girls. Rarity started to lean in for another kiss when Fluttershy interrupted her.

"I need to go home! I didn't leave Angel any food."

"How could we forget Angel." Rarity said dryly. "But you're right. Sweetie Belle is probably still awake."

As Rarity began to drive she let go of the steering wheel with her right hand and placed it on the center console, palm facing up. Fluttershy placed her hand in Rarity's and intertwined their fingers. Smiling, Rarity brought their laced hands up to her lips and kissed them. Fluttershy blushed all the way home.

When they arrived at Fluttershy's house on the outskirts of Ponyville, Rarity jumped out of her seat and basically sprinted to open the car door for Fluttershy.

"Oh Rarity, Your so chivalrous"

"Only for you"

"Thank you so much Rarity. I had a lot of fun tonight"

"Well I'm glad you did. You deserve it." Rarity said walking Fluttershy to her front door. "I would love to do this again"

"Me-me to. When can I see you again?" stepping closer so she could fall into Rarity embrace.

Hugging Fluttershy tightly  and breathing in her scent of wild flowers, "Well I have to got back to Canterlot tomorrow. Sweetie Belle has singing lessons. She says she needs to discover her best qualities or something along the lines. Last week she made me buy her sky diving lessons."

"How did that go?" Fluttershy asked still hugging Rarity

"She's afraid of heights." Giggled Rarity.

" I also need to pick up materials for a new dress I'm starting tomorrow, "

Fluttershy smile. "But if you like I can pick you up from the animal clinic and we can have lunch?"

Fluttershy happily nodded against Rarity's shoulder. "It's getting late. I must go. Monday at lunch. Okay?"

"Okay" Fluttershy said smiling.

Before Rarity could leave they shared a gentle kiss.

Fluttershy let out a lovely sigh before she started looking for Angel.

"Angel where are you? Are you mad at me because I forgot to feed you? I'm sorry about that." Fluttershy eventually found Angel under the couch sleeping. Smiling down at the bunny she picked him up and carried him off to her bedroom.

After brushing her teeth and changing into pajamas, Fluttershy tucked herself into her bed. When she finally calmed her mind enough to fall asleep, all she could dream about was her future with Rarity.

The Office

Fluttershy was up and moving around earlier than usual. She couldn't sleep; she kept thinking about Rarity. Fluttershy was showered and ready by 8:30. It took her 15 minutes to refill the bird feeder, feed Angel, and water her garden. The pink hair beauty was in her 2010 yellow Volkswagen Beetle by 8:45.

Today was an extra special day. Not only will she be working with the abandon puppies that were found by the river last night, but she was also going to be eating lunch with Rarity today. When she arrived at the Ponyville Animal Clinic she went straight to work. She busied herself by helping a dog that had lost one of his legs learn how to walk again. A drunk driver hit the poor beagle and left him there to die. Luckily to little fellow was found and brought in for treatment and rehabilitation. For such an old dog, the small doggo was a fast learner and was showing great improvement.

After she was done helping the beagle, Fluttershy headed toward her personal office. The office was small but cozy. It was painted a soft yellow and had a bookshelf against one of the walls and three photos hung on the another walls. There were three chairs in the room, one for her and two for her guest. Fluttershy began on her paperwork that needed to be done for Mr. Graves. Mr. Graves was a very important man at the Clinic. He was an older man who loves animal almost as much as Fluttershy. He donated large amounts of money to the clinic for not just treatment but to expand the facility and to future the science needed to cure incurable diseases. Fluttershy and him have meetings every month to discuss what exactly his money was going to.

As Fluttershy was about half way through the pile of work on her desk, the door slammed open. The photos on the walls tumbled to the ground and strolling through the door was a young red head.

"Here's the papers you wanted"

"Thanks Cindy"

"No problem"

Cindy was about to walk out of the room when Fluttershy spoke up.

"Do you mind picking up those frames you knocked down? They mean a lot to me"

Cindy looked around the room lazily until her eye fell on the three frames on the ground.

"I didn't knock those down."

"I-I believe you did when you slammed the door open…again"

Chewing her gum obnoxiously, "Only because you pay me so much"

Finally getting the new paper work, Fluttershy got back to work.

"Hey, hey, hey! Whose this Shy?"

"What?" Fluttershy said looking up and seeing Cindy hold up a picture of a younger version of Rarity and herself eating cotton candy in Cloudsdale. Instantly see Rarity, Fluttershy's face brighten.

"Well that's Rarity. Me and her are sorta...well...maybe, together?

"You banging her?"

"No-no. we haven't got that far yet"

"Why not? I'm not into girls, but if you're not hitting that, I will"

"Cindy!" Fluttershy yelled getting Cindy's attention. The pink hair vet gave Cindy "The Stare"

"Okay! Okay! Sorry! So why aren't you munching on her carpet? If you know what I mean?"

"Carpet?"

"Yea ,carpet. C'mon, Boss Lady! Her carpet! Let me guess, you are waiting for her to make the first move?"

The only thing Fluttershy could do was blush.

"I thought so. Shy, you need to be more assertive. You need to take control. If you want her, I'm sure she will let you have her. She is your girlfriend, right?"

"Yes but-"

"No buts Fluttershy! Be spontaneous. You will never know where you'll end up"

Saying that, the green-eye red head walked out the door. A sigh passed through Fluttershy's perfect pink lips. Getting back to the monstrous pile of papers on her desk, she couldn't resist looking up at the picture of Rarity and imagine being in control for once.

Fluttershy finally got back on task to finish the paperwork for Mr. Graves. Before she realized it, Rarity was in her office looking perfect as usual. She was holding a plastic bag with two trays inside.

"Hello Hun. How is work?" quickly giving Fluttershy a peck on her cheek.

"It's been pretty good. How is it at the boutique?"

Grabbing Fluttershy's hand and lacing their fingers she lead them toward the desk, "It's been great. Just finished another dress and I will be sending it off to Canterlot this afternoon. You simply must see it. Its absolutely fabulous"

Looking at the pile of paperwork that was silently taunting her, "Can you take a picture and send it to me?"

"Sure thing dear. I thought you might be busy, so I picked up something for us"

Opening up the trays, the aroma filled the room. Inside one of the trays was smothered seidan medallions in mixed mushroom gravy. In the other was rarfalle with roasted tomato sauce.

"Rarity! This smells heavenly"

"Doesn't it!"

The two lovers sat at the desk eating their meal. As they were eating they talked about what was going on in their lives. Well Rarity did most of the talking as usual, while Fluttershy listened and nodded.

"-and then I said, 'You underestimate my ability. I have an eye for fashion, and you sir obviously have no fashion sense!

'She's so cute when she becomes a fashionista'

Fluttershy made sure that she smiled a little bigger to give Rarity the 'ok" to continue on with her story. Both women finished their lunches and Rarity seemed liked her story was coming to a close.

"-and that's how I save the world from a fashion disaster from Mr. Fancypant's evil twin brother."

"I love listening to your stories"

"Well I'm glad I have you to listen to them. Now I must go, so I can send my dress off to Canterlot. Text me tonight, okay."

Kissing Fluttershy on the lips, Rarity turned around and headed toward the door. Fluttershy started to panic.

'I don't want her to leave yet. Remember what Cindy said. Take control'

Fluttershy grabbed Rarity's arm and spun her around. She closed her eyes and kissed Rarity with hopes that she would feel the love she was conveying. A low moan arose from Rarity's throat. The pink hair beauty pushed Rarity's back against the door as her hands traveled and located on Rarity's lower back, while the other was under her shirt. Rarity instantly wrapped her arms around Fluttershy's neck and pulled her closer. Fluttershy responded by pushed her back up against the door. The quiet lover's hand was under Rarity's shirt started to draw shapes along her toned stomach. playing with her belly ring. Her hand slowly inched its way up to her breasts. Leaving a trail of sweet kisses against Rarity's cheeks and neck, Fluttershy could feel Rarity's body temperature increase. She could feel her lover's breath quicken against her soft skin. Suddenly, loud moan came from Rarity's mouth as Fluttershy started to grope her breast and suck on her pulse point.

"On Celestia! Fluttershy!"

Fluttershy reconnected their lips. Empowered by Rarity's reaction, Fluttershy kisses turned rougher and had less passion and more lust and desire. Her thumb and index finger pinched Rarity's nipples through the fabric of her bra. The darker hair lover unwrapped one of her arms from around Fluttershy's neck and grabbed the hand that was on the small of her back and relocated it to the waistband of her shorts, "I want you so bad Fluttershy"

"I want you to"

Just as Fluttershy was about to unbutton her pants, there was a loud knock on the door.

"I'm pretty sure you don't get paid to have sex with your girlfriend"

Cindy's voice could be heard through the wood of the door. Fluttershy couldn't even imagine how big and cocky Cindy's face must look.

"I will be sending in Mr. Graves in about five minutes, so unless you value your job I would put your clothes back on!" The sound of descending footsteps could be heard. Both their faces were darker than tomatoes. They both straighten each others outfit before either one of them could leave.

"How-How long were we kissing for?"

"Dear, we did more than just kiss. I believe we only did it for about five minutes"

Looking up at the clock on the wall, they both realized they were making out for twenty minutes.

"Oh, I'm so ashamed"

"Why?" stroking Fluttershy's cheek

"I couldn't control myself"

"It's okay dear. You just lost yourself in your actions. It's okay for you to do that. I just wish you did it somewhere more private."

"Re-really?"

"Yes, but I'll explain everything to you later. I don't want Mr. Graves knowing what we were about to do in this office."

Gazing into Fluttershy's turquoise eyes, Rarity kissed Fluttershy's forehead.

"Call me later tonight, Kay"

"I will. Promise."

With that being said, Rarity was out the door. Fluttershy quickly cleaned the room and got ready for her presentation to Mr. Graves, but the only thing on her mind was Rarity.

'I can't believe we almost had sex in my office. This is just like those dirty videos that Rainbow Dash has under her bed. Gosh, were so close. I might be rushing thing. We haven't even said we loved each other properly'

Watching Sweetie Belle

It was in the middle of the night when the song "Pocket Full of Sunshine" started blasting through Fluttershy's room. Patting around the bed and nightstand, she finally was able find her phone.

"Hello?" Fluttershy whispered sleepily

"Fluttershy! Guess who just called!" Rarity's voice screeched through the phone.

"Ummm Princess Luna?"

"No silly. Even better. Sapphire Shores! She wants me to go to Manehattan to go see a fashion show this weekend. She's going to pay for everything! The plane ticket, the hotel, my meals, and any materials I need if anything inspired me. She said that I have potential and the fashion world is over-looking my greatness."

"That's awesome babe. I know you're excited and all but did you really need to call me at 2 in the morning to tell me?"

"No-Well I mean yes. I need to ask you a favor. I leave tomorrow, or today, whichever way you want to look at it, and I won't be back until Sunday night. The only problem there is is that Sweetie Belle won't have a babysitter for Saturday night and Sunday. Applejack can take her Friday and Saturday day, but she has to go to Appleloosa to visit Braeburn. So, I was wondering if maybe you could care for Sweetie Belle Saturday night and on Sunday."

"Are you sure that I'm the only one that can watch her?"

"You're the only one I trust to handle her, besides Applejack. And if you do this for me I promise to make it worth you're while." Rarity said extremely seductively.

"R-R-Really?"

"Mhmm" Rarity said biting her bottom lip.

"Well okay"

"Splendid. My plane leaves in a couple of hours so I need to get ready to go. Can you come over to the boutique at 3:30 on Saturday?"

"Yea. I suppose"

"I'll miss you, and I promise I'll take a bunch of pictures. I'll see you on Sunday"

"I'll miss you to. Have fun"

'What have I got myself into?'

"Well good luck there, Fluttershy. She sure is a mighty hand full." Applejack whispered to Fluttershy.

"I'll see y'all later" Applejack and Applebloom yelled from their car as they drove off.

Turning around, Fluttershy was greeted by a small figure dressed in an all black ninja outfit. The only things visible were intense light green eyes.

"I challenge you to a duel to the death" Sweetie Belle said dramatically from behind her mask. She got in to a low fighting stands.

"Ummm a-are you sure you don't want to do something else? Like umm go inside and play hide n seek?"

The small ninja continued to glare at Fluttershy, while Fluttershy stood there trembling. The only thing that could be heard was the wind. The two were having a stand off.

"Can I hide first?" Sweetie Belle said hardening her glare.

"Sure! Anything you want!"

As soon as she said that, Sweetie Belle ripped off her mask and gave Fluttershy one of the biggest smiles she's ever seen. It could easily rival Pinkie Pie's.

"You stay here. I'm going to hide somewhere in the house. Make sure you count 20 Mississippi" Sweetie Belle tossed over her shouldered as she made a mad dash to the house.

Closing her eyes, Fluttershy started to count. Once done counting, she jogged into the house, "Ready or not, here I come!" Fluttershy said cupping her hands around her mouth.

Running around the 1st floor of the boutique, she started flipping couch cushions, looking behind drapes, looking up the chimney, and searching in closets.

'Where is she? She wouldn't hide in her room, that's too obvious. The only room left is Rarity's'

Fluttershy ran up the stairs two at a time, as soon as she reach Rarity's room she started to tip toe. She quietly looked behind the curtains, in the closet, and under Rarity's work desk.

"Where is she?"

A soft giggled came from under the bed. At that moment Fluttershy knew where Sweetie Belle's hiding spot was.

'Isn't she too big to fit under there?'

"I wonder where Sweetie Belle is? I can't find her any where?" Fluttershy said extra loudly as she started to walk closer to the bed.

"Is she …UNDER THE BED!" she said as she quickly dropped down to the floor to peer under the bed. A squeal of fear could be heard throughout the whole house.

"Fluttershy! You scared me"

"Oh. I'm sorry Sweetie. Come on out so you can be it"

Fluttershy got off her hands and knees, and brushed off her blouse. Groans and grunts could be heard from under the bed.

"Fluttershy, I think I need your help" Sweetie Belle whimpered.

The pink hair beauty quickly went back down to the floor to help her smaller companion out of her tight situation. She grabbed Sweetie Belle's arm and pulled, but she didn't want to pull too hard, in fear of hurting her.

"Please stop playing around Sweetie Belle"

"I'm not. I'm really stuck!"

"Oh my"

Fluttershy started to panic.

'What am I going to do? I can't call Rarity. She'll never trust me alone with Sweetie Belle ever again…and I wont get my surprise. Come on Fluttershy! Focus! She's too big to get out and the bed frame is to heavy to lift, so we need to get her to become sleek so she can slip out'

"Sweetie Belle does your sister have any kind of body oils?"

"She took them all with her"

'What am I going to do? Oh I know what!'

"Hold on! I'll be right back"

"Trust me. I wont be going any where", Sweetie Belle replied sarcastically.

Fluttershy sprinted down the steps and to the fridge, 'Thank Celestia! She has some'

She grabbed the objects and ran back up the stairs.

"Okay Sweetie, this is going to umm sound weird but I-I want you to smash these around the part of your body that is struck," she handed over three large eggs. "and rub this butter on your body to"

"Are you sure this will work?"

"I hope it does"

The youngster rubbed the butter stick against her hips and smashed the eggs on her lower back the best she could. In a matter of no time, Sweetie Belle was able to ease her way out from under the bed.

"I'm out! I'm out!" Sweetie belle said in a singsong voice Jumping and dancing around, the ten year old leaped into Fluttershy unexpected arms.

"And it's all thanks to you Fluttershy"

"O-oh it was nothing at all"

"I was able to fit under there about 3 months, but I guess I can't anymore"

"Well, you're growing up Sweetie. Your body is going to start to grow dramatically in the next few years"

Looking down at the little girl hugging her hips, she remembered that she was covered in egg yolk and butter that was dripping down her back.

"Sweetie"

"Yea, Shy?"

"Do you think you can go take a bath?"

"But Fluttershy-"

"Pleaseeeee!"

"Fine, but then can I help you make dinner when I'm done?"

Of course! Now hurry along. I need to clean this mess up"

"I'm sorry about the mess that I caused. If it wasn't for me than you wouldn't have this mess to clean up."

Bending down to Sweetie Belle's eye site, Fluttershy told her " If it wasn't for you, my weekend would be spent reading a boring book. I should thanking you for making my afternoon so exciting. The ladies back at the clinic are going to hear all about how much more exciting my weekend was compared to theirs"

'Well except Cindy's. Hers involves alcohol, male strippers, police, and usually an orgy. In that exact order'

Sweetie Belle hugged Fluttershy one last time before she headed to the bathroom to take a bubble bath. Finding the cleaning supplies, Fluttershy got to working cleaning up the yolk and butter. Some how she was able to clean the bottom of the bed. Once done, the young beauty went back down to the kitchen to see what they could prepare for dinner. Looking throughout the kitchen, she came to the conclusion of making mac n cheese and some grill cheese sandwiches. Smiling to herself, Fluttershy called her assistant cook to come down and help. Sweetie belle came down wearing pjs with quotes and picture of Gordon Ramsey, Rachel Ray, and Paula Deen.

'Where does she get clothes like this?'

"Well Sweetie Belle, I'm going to make mac n cheese and you're going to be in charge of making the grill cheese. How does that sound?"

"Awesome, but how do you make a grill cheese?"

Well the first thing you would want to do is spread the butter on one side of both pieces of bread. Once that is done, you need to lay them down in the skillet. Then you put cheese on the bread. Once you think the cheese looked melted enough, you have to put the two pieces of bread together. If you want your sandwich to extra toasty, make sure to leave in on a little bit longer."

"Okay I think I get it"

"If you have any questions, just ask"

"Kay"

Within 15 minutes both girls were eating brunt grill cheeses and mac n cheese with fruit punch.

"I'm sorry about the sandwich"

"It was your first time, Sweetie Belle. Stop beating yourself up over it. See." Fluttershy grabbed her brunt grill cheese and took a huge bite. "I like it"

'OH SWEET CLESTIA! IT LIKES I'M EATING BURNT CARBOARD!'

"It's okay Fluttershy. I'm just happy you let me help with dinner. Rarity never lets me help. She sends me to my room until its done"

"That's not fair. I'll make sure to have a word with her when she gets back. She should be teaching you how to cook."

"You'd do that for me?"

"Of course" Fluttershy said smiling while she nudged Sweetie's shoulder.

The two spent the rest of dinner talking about school, animals, and Sweetie Belle search to find her true talent. After dinner they spent the rest of the night singing karaoke in the living room. Sweetie Belle sang songs by Adele, Christina Aguilera, and Florence + The Machine, while Fluttershy sang songs but Christina Perri, Taylor Swift, and Maroon 5.

"Sweetie, it's passed 10. You need to go to sleep. Come on. I'll tuck you in"

"Come on Shy! One more song"

"We-well okay just one more"

That one song turned into 8 more. One of the few songs that were sung by the cutie mark crusader was "Video Games" by Lana Del Ray. Fluttershy sang a song by Keane called "Somewhere Only We Know". They ended with the song "Somebody That I Used To Know" by Gotye.

"Okay Sweetie Belle, now you really need to get to bed"

"Alright" the 4-foot singing prodigy said with a raspy voice.

They both trotted up the stairs, brushed their teeth, and Fluttershy watched as Sweetie Belle crawled into the small twin size bed. Tucking her into bed she gave her a kiss on her forehead.

"Thanks for taking care of me"

"It's no problem what so ever"

"I'm really happy that you and my sister are together. You make her so happy."

Fluttershy started to feel a blush spread across her cheeks.

"She makes me happy to"

"Do you love her?"

Fluttershy was surprised and completely caught off guard by the question.

"Yes. I love her, but…I'm not in love with her yet"

"Why?"

"We haven't been dating for a very long time Sweetie"

"But Rarity said you've loved her for a very long time"

'I can't believe I'm talking about love with a child'

"Well I have. I've loved her since high school, but there is a different between loving someone and being in love with someone. I love a lot of things and people. I love Ponyville, I love my bunny Angel, I love my job, I love Applejack, Rainbow Dash Twilight, Pinkie Pie and Rarity and I love you, but you see, I am not IN love with all those people and things. If you are in love with someone you would know. I wouldn't want to be away from that person. Being in love with someone is an intense, deep, and overwhelming feeling. You wish to always be by their side. You'd do things for this person, even if you don't want to. The person you're in love with can make you feel things you haven't felt before. That person can make your heart beat a hundred miles an hour by just thinking about them. You share the most intimate moments with this person. There are a lot of differences between the two. Do you understand?"

"I think I do."

"I'll see you in the morning. Good night and sweet dreams"

" Don't let the bed bugs bite, Shy"

"Hehe I wont"

Fluttershy walked out the room but left the door open slightly. She made her way into Rarity's room with her duffel bag that contained her night clothes and clothes for tomorrow. Fluttershy emptied out everything in her bag, but it seemed that she forgot to pack her pjs.

"Rarity wouldn't mind if I borrowed some of her clothes."

Walking over to the drawers, Fluttershy found shirts, socks, underwear, shorts, and-

"Oh my Celestia!" Fluttershy's face and neck turned red. In her hands was a black thin, small thong made of silk with lace bows on the sides of the hip.

"Why would Rarity buy this? It doesn't hide anything."

'But I wouldn't be complaining if this was the only thing she was wearing'

She decided to wear one of Rarity's old drama club shirts from their high school and some of her running shorts. As Fluttershy started to close Rarity's drawers, she noticed a black silky bag. It was long but not thick.

"What's this?"

In the small bag was a purple vibrator.

"Oh My Luna! Well I suppose she has urges to" Fluttershy said with a hint of jealously towards the item.

'Fluttershy! Get your head out of the gutter. Why are you thinking like this?'

She put the vibrator back in the bag and returned it back to its original spot. After changing into the shirt and shorts, Fluttershy checked her phone for the first time since she started watching Sweetie Belle. She had 12 messages. All from Rarity. Some were picture of her and some famous fashion designers, others were her talking about how great Manehattan was, but the last one was a personally one.

'Fluttershy I miss you terribly. I wish you were with me. I hate being away from you. I promise if I ever come back to Manehattan, I'm going to demand that Sapphire Shores also pays for you. I miss your stuttering when you get nervous, your cute sneezes, your hugs that always leave me smell like wild flowers. The distance between us is unbearable. If it wasn't for Mr. Fancypants I've would have came home a day early. He had to talk me out of it. I miss your sweet kisses that leave me wanting more and your soft pink hair that dances in the wind when we go for our daily walks through the town. I'm counting down the minutes until my return. I wish I could be holding you right now. Sweet Dreams, my love'

Tears started to run down Fluttershy's face. She was about to reply but she realized that Manehattan had a 3-hour difference, so she decided she would reply in the morning. She crawled into Rarity's king size bed. The sheets, the pillow, the clothes, everything smelled of vanilla lavender. The smell of her lover. She grabbed the extra pillow and hugged it closer to her body. The pillow was soft like her body but it couldn't even compare to the real thing.

'I miss her so much. It's only been a few days since I've last seen her and I already miss her. I miss her rants. I miss our dates. I miss eating lunch with her. I miss her warm embrace on cold nights. I miss her smiles that could turn my whole day around. I miss her laughs. I miss how her hand fit so perfectly in mine. I love her. I love her so much'

That night, Fluttershy feel asleep hugging a pillow and imagining it was Rarity.

Rarity Returns

Several Years Earlier

"Good morning class!" Ms. Goldstein announced to her class.

Ms. Goldstein was a young 7th grade teacher at Ponyville Jr High. She had blonde hair that was passed her shoulders and eyes that were golden brown and it still obtained the sparkle that new young teachers had before rude ungrateful students tainted their teaching spirits. Her bubbly personality, sense cheerful attitude and willing to help made her a perfect candidate to teach hormonal preteens.

"Class we have a new student joining us today. I would like you all to meet Fluttershy. She moved here all the way from Cloudsdale, just like you Rainbow Dash!" Ms. Goldstein said to a girl in the back of the class who was leaning back in her chair, hood up, listening to music, and staring out the window with her rainbow colored sunglasses.

"I would like all of you to welcome her to Ponyville Junior High with the kindest greetings!"

Thirty- two pair of eyes turned to look at Fluttershy. She stood by the teacher trembling slightly trying to use her hair as a way to hide her face. She was dressed in the traditional uniform. A plain white-collar shirt, a navy blue skirt, and a pair of dark shoes with ankle high white socks.

"Do you want to introduce yourself to your new classmates?"

Fluttershy shake her head furiously causing her hair to swish to the left and right.

"Well that's okay Fluttershy. I would like for you to take a seat in row 3 seat 2, right next to Rarity. "

Ms. Goldstein put a comforting hand on Fluttershy's shoulder and whispered "Rarity is one of my best students so don't be afraid to let her help "

"Rarity, can you raise your hand for me and Fluttershy?"

"Well of course Ms. Goldstein" a girl with dark purple hair said.

Fluttershy walked briskly to her new desk with her head down the entire way. Once she sat down, she looked down at the table, not wanting to make eye contact with any of her classmates.

"Well class, I would like you to discuss the homework you were assigned yesterday with your neighbor"

The class erupted in a huge ruckus as soon as the teacher finished her sentence.

"Well Fluttershy, let me properly introduce myself. I am Miss Rarity. You may call me Rarity if you like."

Fluttershy finally looked up for the first time since she sat down. She was not prepared for what her eyes were about to take in. In front of her was a beauty in the making. Rarity's outfit looked much different than the other students. Her dark hair was down and wavy. Most of her classmates had acne problems, but Rarity's face was free of any blemishes. She had a tinge of make up on but she clearly didn't need it. Her braces made her smile sparkle in the sunlight. Rarity had on a stylish vest over her button down collar shirt. She was adorned with a necklace and bracelets. Her necklace had 3 diamonds on it.

"Its- it's nice to meet you" Fluttershy meekly said

"Have you read the book The Giver by Lois Lowry?"

Fluttershy shook her head.

"Well that was what we were suppose to do for homework last night. We had read the first thirty pages. Well I already read it last year in my free time, but since you don't have a library card yet, I can lend you my copy. That is, if you would like to borrow it"

"Bu-but that's your book. I-I couldn't possibly borrow it. What if I lost it?"

"Hmmm. Well, are you a good listener?"

"I suppose"

"Well I'll read it to you until you check it out"

"Really?"

Rarity scooted her chair closer to Fluttershy's.

"Of Course. Let's begin. "The Giver" by Lois Lowry. It was almost December…"

It took Fluttershy an extra four days to go get a library card, just so she could sit and listen to Rarity read to her

Fluttershy was awaken by a violent shaking.

'What's going on?'

Opening her turquoise eyes, the pink hair beauty could see Sweetie Belle jumping up and down on the bed, still in her cooking themed pjs.

"Good morning Sweetie Belle."

"Morning Shy. Whatcha wanna do today?" Sweetie Belle said while she continued jumping, trying to touch the top of the canopy on her sisters bed.

"Well its passed 11. Have you eaten yet?"

"Nope! I just got up. Me and Rarity like to sleep in on weekends"

"Well how about we start getting ready? We'll make some lunch and then we can go to Sugar Cube Corner so we can pick up some sweets for Rarity."

"Okay!"

The two beauties got showered and dressed . Sweetie Belle wore a white sundress with purple trim along the hem that Rarity made her for her birthday last year, while Fluttershy wore pale blue jeans and a light pink shirt. She had pink and white shoes to tie her whole outfit together. With her hair pulled back in a ponytail, she was ready to take on the new day with her new companion. Sweetie Belle braided Fluttershy's bangs and used a bow-pin in an attempt to try out her new-calling, hairstyle. Needless to say, her technique needed work but it look flawless to Fluttershy who just wanted to encourage her growth. They ate PB&Js and some chocolate pudding for lunch. Sweetie Belle may not know how to make a good grill cheese, but she could definitely make an excellent PB&J. As soon as lunch was over,  they walked hand in hand to the shop. Sweetie Belle eagerly jumped up and down in excitement the whole way to Sugar Cube Corner as she told Fluttershy about the dream she had last night.

When they opened the door to the shop, a bell signaled the employees they had customers. The Cakes seemed like they were in the back baking, but Pinkie Pie was manning the front.

"Long time no see my two little silly billies!"

"Hello Pinkie Pie!" Sweetie Belle yelled

"Hello Pinkie" Fluttershy said softly

"What can I do for you ladies?"

"Can I buy a dozen red velvet cupcakes?"

"But with yellow and pink icing!", Sweetie Belle said as she stuffed her face with free samples.

"The usual for Sweetie Belle!" Pinkie Pie said to the Cakes as start to do a handstand on the counter.

"The usual?"

"Yah! You're sweetheart, Rarity like yellow and pink icing on her cupcakes" Pinkie said before she started to perform breakdancing moves and spin around on her head.

"Why does she get those colors? He favorite color is purple. Do those colors have a different taste?"

"Nope! They all taste the same. Rarity picks those colors because they remind her of you" Sweetie Belle said trying to mimic Pinkie Pie.

"Awww isn't that cute! You should do something cute for her"

"Ummm… I got it. Can you write these letters on the cupcakes?"

"Fluttershy wrote a few letters on a napkin and handed it over to Pinkie.

"Of course! This is going super duper luper tuper ruper cute!"

"Sweetie Belle! Fluttershy! I'm home!" Rarity said as she walked through the front door.

"Shhh! Sweetie Belle just fell asleep. If you wake her now, we'll never get her to go back to sleep and she'll be too tired for school tomorrow"

"Fluttershy, I been gone for over 2 days and you're worried about how many hours of sleep my sister is getting?", Rarity commnted while she dropped her bags by the door.

"Yes-well no. If you wake her now, she'll disturb our time together" Fluttershy said strolling over to Rarity.

"Oh-well I suppose you're right" Rarity stuttered as she watched Fluttershy's hip swayed from left to right. Fluttershy was wearing a tight tank top and blue jean shorts that hugged her hips. She had curled eyelashes and  winged eyeliner were styled to perfection. Her hair was down and curled making her look intimidating, yet beautiful. Fluttershy strolled over to her lover and wrapped her arms around Rarity's neck.

"You look …different", Fluttershy slightly deflated and her confidences slowly disappeared.

"Is different good?"

Taking off her coat, Rarity placed her hands on Fluttershy's waist.

"Differentis good," Rarity kissed Fluttershy, "very good." As they continued kissing, Rarity started walking forward until they both fell on the couch. They didn't mind the tumble since Rarity quickly recovered and placed one of her knees between Fluttershy's legs. Almost instantly Fluttershy started to whimper and rock her hips, yearning for the intimacy that she has waited so long for. One of Rarity's hands was placed next to Fluttershy's head for support while the other was traveling up Fluttershy's shirt. Tongues were fiercely battling for dominates, but it seemed like the purple hair fashionista was in charge. Rarity mouth muffled her lover's moans but she quickly moved her lips to Fluttershy's neck.

"Rarity" Fluttershy panted, clearly out of breath.

Rarity squeezed the younger girl's supple breast which causing a moan to erupt from her lover's mouth.

"I-I have a surprise for you"

"It can't wait til later?" Rarity questioned as she raised one of her eyebrows, giving Fluttershy a seductive look while moving her knee up to apply pressure.

Clenching her eyes closed and biting her lip to suppress any more noise as she furiously shook her head. Her lover pecked her lips before saying "Oh Fluttershy. Dear, you don't have to change your whole look for me. I can't imagine how uncomfortable you're feeling at the moment"

"Thank you Rarity, but I wanted to look sexy for you"

"I like the way you are. Never change."

The two lovers connected their lips, "Now what did you want to show me?"

"Oh yes. Could you please follow me to the kitchen?"

"Anything you want"

Fluttershy laced her fingers with Rarity's and lead her to the kitchen. There, the pink hair beauty had candles scattered around the room and there was a pathway of rose petals leading to the table, in which eight cupcakes sat with the letters that spelt out, "I LOVE YOU". Fluttershy smiled proudly as she gazed at Rarity who was speechless and completely taken back by the gesture. Tears were streaming down her face as she turn around to face her bestfriend.

"I want to hear you say it" Rarity said looking straight into Fluttershy's eyes, searching for honesty and love.

"I love you Rarity. I love you so much. I've always loved you"

Rarity grabbed Fluttershy's arm and the two proceeded to the bedroom upstairs.

The two lover's busted through Rarity's room, not realizing how loud their actions were, but at the time it didn't seem to matter. They were passionately kissing, blindly trying to navigate the dark room. They bummed into almost every piece of furnisher until they finally found the bed. Hands were constantly moving, trying to map out the other's body. Moans and gasps filled the empty bedroom, echoing off the walls.

Fluttershy fell on top of Rarity, but recovered by straddled Rarity's hips. She grabbed the hem of Rarity's shirt and started to inch it up.

"Is-is it okay for me to, you know?"

"Yes, Please, my love"

Fluttershy quickly removed not only Rarity's shirt but also her own. Fluttershy's lips traveled down Rarity's neck and started to kiss her chest.

"I'm going to unclick your bra. Is that okay?"

"Yes! Please do!" Rarity said, rolling her eyes at such a silly question

Fluttershy gently placed her hands on her lover's torso and started to lightly trace figures along her ribcage and up to her perfect breast. Rarity nipples were already hard with arouse. The younger girl placed her hand on Rarity's breast and used to thumb to caress her nipple. She shuddered as ecstasy took over her body.

"May I kiss them?"

"Yes! If you feel like doing anything else, just do it. Do you understand?"

Fluttershy chose not to reply, and quickly unclasp Rarity's bra. The pink hair beauty placed her mouth over one of Rarity's nipples which cause her to bite hard on the pillow to help her contain her moans of pleasure. Using her tongue, Fluttershy started to tease it. Swirled her tongue around the nipple, flicking it roughly, then suckling it with soft lips. Rarity pulled Fluttershy closer to her body, desperately wanted more contact. Continuing this for a few minutes Fluttershy started to travel further down. Kissing down the stomach, making sure to dip her tongue into Rarity's navel. Pulling off Rarity's skirt and thong, Fluttershy finally saw how wet Rarity was. She was basically dripping with lust for her touch. Fluttershy licked her lips before she threw one leg over her shoulder and slowly inserted two fingers. Rarity's hips started to jerk. as she could feel herself start to stretch. Moans of ecstasy were the only thing that was coming from Rarity's perfectly pink lips as Fluttershy's finger made their way deeper. Fluttershy soon added a third finger and began to pump hard and faster and kissing her lover's inner thigh.

"Fluttershy, I'm so close"

Placing her mouth around Rarity's clit, she started to suck and tease it, lapping at it with a quick pace. Rarity squeezed her thighs tightly around Fluttershy's head, and grabbed a fistful of pink hair as she came. Fluttershy removed her fingers when Rarity's hips stopped jerking. Fluttershy stayed between her legs, watching Rarity's chest breath, feeling her legs shake, observe the red tint of her lover's skin. She gently used the tip of her tongue and ran it along the folds. Tasting her bestfriend for the first time. She tasted pure and addictive. Rarity quivered has her body felt her most sensitive part of the body was pampered. Once she was done, she started to kissing her way up to Rarity and waited for Rarity to catch her breath.

Rarity had her eyes closed and she was panting heavy. Fluttershy laid next to her and wrapped her arms around her, watching her lover start to drift to sleep, clearly overcome with pleasure.

"I love you" Fluttershy whispered into Rarity's ear. She waited patiently for Rarity to respond, but Rarity chose to reply by turning over and ravishing her neck with kisses. Letting her eyes close, Fluttershy gave into Rarity's touch completely. She unbuttoned Fluttershy's jean shorts and unclipped her lacy bra. Rarity started slowly by inserted a finger into Fluttershy who was dripping. Quickening the pace, she started pumping a bit hard and fast once she inserted the second finger. Fluttershy soon found Rarity rhythm and started to move her hips to get the most pleasure. Using her thumb, Rarity massaged Fluttershy's clit. Within minutes Fluttershy threw her head back in ecstasy. Rarity pulled her fingers out, licking them clean, and crawled her way towards the head of the bed. Kissing Fluttershy's temple, Rarity wrapped the blanket around them.

"I love you Rarity" Fluttershy whispered into the dark, before she fell asleep, but there was no reply.

The song "Pocket Full Of Sunshine" was coming out of the jean shorts that were discard the night before. Fluttershy pulled herself out of Rarity's warm embrace and went to retrieve her phone to turn off the alarm she set for work. She was glad it didn't wake Rarity up or else she might have been lectured for twenty minutes on the importance of sleep. Fluttershy grabbed her duffle bag and made her way to the bathroom and began to shower. The warm water helped release some of the soreness. Fluttershy never felt sore off masturbating, but she felt like she used muscles she never knew she had. Her orgasm felt better than anything she ever felt. Shaking her head and focusing on her day, Fluttershy quickly finished getting ready and was about to walk out the door when she had a brilliant idea. She pulled out her phone and started to type a sweet good morning text. Before she sent it she grabbed Rarity's phone and turned it to vibrate so it wouldn't wake her. But what she noticed completely caught her off guard. Rarity had a few messages from one of her exs from Manehattan. Fluttershy didn't want to be that type of girlfriend, but curiosity took hold as she unlocked the phone to view the message from earlier that morning.

'They're from Jeremias. What does he want with Rarity?'

"My bed is so lonely and cold without you" 2:47am

"Just thinking of all the things you did with your tongue makes me so hard" 3:21am

Tears started to build up as Fluttershy dropped the phone and ran out of the room.

Heart Break

Several Years Earlier at Ponyville High School

Running countless laps around the track doesn't tire Fluttershy out. She is one of the best runners in the school. She was on her thirtieth lap, and sprinting the last lap was her only hope for beating her personal best. Luckily, her inspiration and encouragement was in the middle of the track practicing cartwheels, summer salts and her routine. Rarity, drama club president, co-captain of Ponyville High cheerleaders, and Fluttershy's best friend. She was her biggest fan, well expect for Pinkie Pie who was the other captain of the cheerleaders. Even though Pinkie was a junior, she had enough spirit and cheer to be her own cheer squad. She was like a big ball of sunshine rolled in sugar then dipped in chocolate.

Panting heavily, Fluttershy glanced at her wristwatch and noticed that she was able to shave off six seconds from her personal best. Running while the cheerleaders practiced always made her run a little bit better. The cheer squad were just finishing their routine that was for the prep rally next week. Once Fluttershy was done with her cool down lap, she threw on her track jacket and went over to Rarity who was teaching a clumsy sophomore girl nicknamed "Derpy" how to perform a back flip safely.

"Hey Shy, how'd your run go?" Rarity said dismissing Derpy.

"It went well"

"I saw. I don't know how you and Rainbow Dash could do it. When coach makes us run one mile, I'm exhausted by the second lap"

"Well it gets easier after a while"

Fluttershy gave Rarity a once over. Her body was coated in a thin layer of sweat, making her glisten in the sunlight. Her hair was pulled in a high ponytail with a pair of small running shorts and a thin top on. Fluttershy's eyes followed a bead of sweat that was traveling down Rarity's chest and disappearing between the valley of her breast. Her tan legs seemed like they could go on forever. She was the definition of beauty, especially now. She looks so natural. Rarity had to take off her make up for practice and without the make up, Rarity looked less intimidating. Her eyes looked softer, her lips were a light pink color, and her cheeks had a natural rose color instead of that artificial powder.

"I know, I look disgusting. I feel like a sweaty hog"

"No-no you don't. Not at all!"

"It's quite alright dear, you don't need to lie. Oh by the way, we need to reschedule our movie night"

"Oh" Fluttershy said letting her head drop

"Jeremias is taking me to one of his college parties. I'm so excited! I'm tired of partying with high school boys. I want to be with men." Rarity said with determination as she fished for her car keys.

"Are you sure you still want to be with him. He is a bad influence on you"

"Nonsense Shy, Jeremias is a good guy who knows how to have a good time and-"

"No he doesn't! He drinks far too much, he gets touchy with other girls, and he makes you pay for food when he takes you out, which he rarely does! You deserve so much better than him." Fluttershy said in a harsh and uncharacteristic tone.

Rarity stopped looking for her keys to look up at Fluttershy. Her body was tense and trembling, hands were clenched in a fist, and her face was red.

"Fluttershy, is that how you feel about Jeremias?"

"Well…yes"

There was a stiff and heavy silences between them as they stood there gazing in each other's eyes. Fluttershy looked away to make sure her best friend couldn't see how upset she really was about this, or how much love was hidden behind those turquoise eyes. Rarity already knew how much Fluttershy disliked Jeremias, and she knew exactly why she hated him.

"Jeremias is a good guy. Will you just give him a chance, for me?"

Fluttershy looked down in defeat and nodded her head.

"You're my best friend Fluttershy. I know you don't like him and I know he has a lot of flaws, but as my best friend I wish that you could look pass them. I do have to agree that he is a bad boy, he may drink too much, he doesn't treat me like the princess I am, but I am attracted to him and I really like him. He's not that bad, Shy and who knows, maybe I can change him"

"I understand Rarity"

"Are you upset with me?"

"No " Fluttershy muttered trying her best to mask the pain

Rarity pulled Fluttershy in a tight hug and whispered, "You can tell me anything. You know that right Shy?"

Fluttershy nodded against her shoulder, before she was released

"Do you need someone to talk to? I know you're going through a lot of inner-conflicts right now, so if you need help or you just need someone to talk, I'm here okay."

'Oh god! Does she see my scars?'

Fluttershy pulled the bottom of her running shorts down and turned her body away from her best friend's gaze

"No-no. I'm fine. I-I'm okay. Promise"

"Do you need a ride home?"

"No. I need to umm go to Applejack's" lied again, desperately trying to get away.

"Are you sure you need to go to Applejack's house?"

"Yea. I need her note from science"

Rarity looked at Fluttershy in disappointment before she placed a kiss on Fluttershy's cheek.

"I'll text you tomorrow"

Fluttershy nodded her head gently as she watched Rarity get in her car and drive off. Fluttershy felt numb, so running the six miles to her house didn't bother her, neither did the tears that blinded her vision. She was use to this feeling, the feeling of not caring what happens and throwing caution to the wind. Not only was she physically numb, but emotionally as well. It felt as if every happy delightful moment has been stripped from her memory. Only to be left with the memories of heart ack, self-loathing, hatred, anger, and depression.

Lying down and crying your eyes out over someone felt pathetic, but Fluttershy didn't know what else to do that wasn't self-destructive. Lying in bed with Angel was only thing that felt comforting. The monstrous piles of tissue that were scattered across the bed were symbols of her feelings. Each pile seemed to represent a different feeling. Depression, hatred, self-pity, but the biggest piles were loneliness and self-loathing.

'I should've known! Rarity has dated a ton of people in her life that are ten times hotter than me'

A new wave of tears were being shed

'Jeremias is probably a successful stockbroker. He can buy her things, get her into high class places, introduce her to famous people, and most importantly give her a family.'

A pounding from her front door rattled the windows, "Fluttershy! I swear if you're not in there I'll-"

'Rainbow Dash? What in the- OH no! I forgot we were suppose to go on a jog today'

Fluttershy looked at the clock and saw it was 4 in the afternoon.

'Have I really been laying here crying all day? If Rainbow Dash sees me crying she'll assume it's Rarity's fault'

"I-I'm coming! Just give me second!"

Fluttershy yelled as she started to put on her running sweats.

"That's what she said!", Rainbow Dash yelled from the front porch, laughing at her own joke

'Will you ever grow up Dashie?', Fluttershy thought as she threw water on her face to get rid of the redness and puffiness.

Fluttershy walked out the door with her hair in a pontaily, dressed in her white and pink running outfit. It was obvious that she has been crying for a while due to the evidence of red eyes, pink checks and stuffy nose.

"You ready shy? Hey. You okay?" Rainbow Dash asked with sincere concern as she stopped her stretching.

"Yes. I'm okay, but can we start our run please?"

"Yea. Uh. Sure" Rainbow said looking at Fluttershy suspiciously

The two had a route that went thought the Everfree forest, running by Apple Acres, the through Ponyville, and finally ending up back at Fluttershy's house. All together it was a 5-mile run. Rainbow Dash and Fluttershy have been running partners since their junior year in high school, where they both competed in the P.I.F. Rainbow Dash ended up pulling ahead in the last mile, but Fluttershy was able to keep up for most of the race, which qualified her to be a worthy running companion. They went off on their run faster than usual. Dash was surprised that they were running at the speed they were, but she knew Fluttershy would tire out sooner. They were half way through the town when Fluttershy vision started to get blurry and her legs felt like they were going to give out on her, just like the love of her life. Her heart was pounding against her ribs, her skin felt as if it was on fire, her feet were covered in some sort of liquid. She wasn't sure if it was sweat or blood. Fluttershy stopped and started to lean against a building, trying to catch her breath.

"..?" Rainbow Dash asked breathlessly, using gestures to ask her question instead of words

The two walked over to a near by bench and sat down, "Spill. What's up?"

"Me and Rarity-Rarity and I, We…"

"Broke up?"

Fluttershy nodded her head, then hunched over to rest her head in her hands, still trying to figure out what she had done for Rarity to go back to her ex.

"Why!"

"She-She-She went back with Jeremais when she went on a business trip in Manehattan" Fluttershy said shaking her head.

"I could kill her! " Rainbow Dash said jumping to her feet, ready to ring the diva's neck for hurting her friend

"Please Dashie. Don't. Just…Don't," The pink hair runner slumped against the back of the bench, wiping the tears away, "Please let me handle this one on my own"

Rainbow dash looked back down at Fluttershy before she physical deflated.

"Fine, but you know you deserve better, right?"

"Yea, but, hey Dashie, do you mind finishing the route without me? I need some time to think."

"Sure, but if you need me, I'm just a call away. If you ever want to start dating again, I know a few ponies from college that would love a girl like you"

"Thanks Dashie. I'll text you tonight" Fluttershy said as she watched Dash jog off.

Fluttershy sat there for a moment and watched the birds and squirrels live their perfect life's, never having to worry about lovers.

'I wish my life was easier. I wish I never got involved with her, but she's just so perfect. I miss her, but I need to talk to her then get over her. God! Things are so messed up. Not only am I losing girlfriend, but I'm also losing my best friend. Nothing could ever be the same anymore. How am I suppose to look her in the eye anymore. I'm so confused. I just want to feel better'

'I know what can make you feel better'

Fluttershy immediately got up and started her jog to her house. She couldn't let the darker voice in her head talk her into doing things she might regret. Lost in her own thought, she almost didn't hear the voice of the devil herself calling.

'Oh god'

Fluttershy turned and saw Rarity running up to her. The runner felt frozen in time, not able to feel any part of her body as Rarity came closer to her. The only thing she could feel was the lone tear that ran down her cheek as Rarity kissed her like she was the only one she was with.

'Lies'