Shell Game

by BlazzingInferno

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Romance, Noteworthy, Fluttershy
Length: 7609

Fluttershy just wanted to be normal pony, to be able to walk through a crowd without panicking. Her therapist’s challenge to her, to make a new friend all on her own, didn’t work out like she expected.

Fluttershy’s struggle with her crippling shyness seemed to be over, now that she had six best friends whisking her off on adventures on a regular basis. Her therapist had other ideas, such as her making a new pony friend all on her own. Her attempt to fulfill that challenge, by way of introducing herself to the first pony to cross her path, didn’t go at all like she expected.

A season one romance.

Featured by Seattle’s Angels
Featured on Equestria Daily
Third place winner in JakeTheArmyGuy's Horse Words Extravaganza!
Edited by Themaskedferret

Published 2017-06-30 17:30:06 UTC
Last updated 2017-06-30 17:30:06 UTC

One

Fluttershy stared at the flower-patterned wallpaper, doing her very best to breathe slowly despite her thundering heartrate. Her front hooves scraped against each other, their edges cracked and raw from the constant rubbing motion.

“Go on, Fluttershy,” her therapist said.

His soft, non-threatening voice nearly made her leap off the divan. Still she sat, heart racing, hooves sore, and eyes fixed on the wallpaper. Her therapist, Golden Grape, remained out of sight; talking to an unseen pony was much less nerve-wracking.

She took a deep breath, her teeth chattering and her wings clamped to her sides. “A-and then… all the ponies in the store t-turned and stared at me… a-and one of them said…”

The only sound, aside from her own barely-controlled breathing, was that of Golden Grape’s pencil scratching across paper. “What did they say?”

She broke eye contact with the wall, opting to stare down at her own shivering form instead. “N-nice to see you, Fluttershy. That’s what they said.”

“Did you remember your breathing exercises?”

“Y-yes… eventually.”

“Did you run away again?”

She squeezed her eyes shut. “N-no… It was more of a fast, terrified walk to pay for my groceries and leave.”

“Fluttershy—”

“I’m s-sorry, Dr. Grape!” she buried her head in her mane, her guilt even stronger than her remembered terror.

“There’s nothing to be sorry about. You’ve come a long way from being too terrified to even set hoof in a crowded store. That’s real progress.”

Her mane must have covered her ears, too. He couldn’t have actually said progress. Surely he meant to say “you should just stay in your cottage with your animals from now on” or even “maybe you should move back in with your parents.”

Tears formed in her eyes. “I’m such a scaredy-pony. I-I’m never going to get better, am I?”

Mane or no, she distinctly heard Dr. Grape’s papers shift and his pencil drop onto his desk. When he spoke next, he was standing next to her. “You are making progress, Fluttershy, whether you see it or not. Perhaps you just need a to try a new approach.”

“Like what?”

“Let’s think back to the store. How many ponies were there? Ten? Twenty?”

“F-f-fifteen. I-I c-counted through the window before I went in.”

“Did you know any of their names?”

“N-no.”

“Imagine for a moment that there were only… let’s say five of them, and that they were all your friends.”

“My friends?”

“Yes, your friends. You consider your animals your friends, don’t you?”

“Yes, but they’re animals. Being friends with ponies is different.”

“What if it didn’t have to be different?”

Fluttershy’s shivering slowed. She brushed her mane aside and, after a small fright at seeing Dr. Grape’s shadow, resumed staring at the wallpaper. “How could it… not be different?”

“What if there were ponies that you weren’t shy around, that you could tell anything to? Ponies that cared about you just as deeply as you care about your animals.”

“That… sounds nice. But five ponies? I don’t know if I’ll ever have that many friends…”

“Then how about just one?”

“Well… one wouldn’t be so scary… I hope. Talking to one pony at a time isn’t as hard… sometimes.”

“Then that’s your challenge for this week: tell somepony your name. Have a conversation even, if you can manage it.”

She took a deep breath, simply to avoid taking a dozen shallow ones. “But what if they’re mean, or don’t hear me?”

“It doesn’t matter if they’re awful or become your lifelong friend. You putting forth the effort is what counts. If you can do that even once this week, if you can make a friendly introduction with somepony new, then there’s no doubt at all that you’re making progress.”

She bit her lip. “And… if I can’t?”

“Then we’ll keep working on getting you there.”

“Okay… I’ll… I’ll try. I really will!”

“Excellent! Our hour is just about to end. We’ll have a lot to talk about next week, I’m sure.”

Fluttershy stood, her jaw set and her heart resolute. “We sure will. Thanks, Doctor Grape.”

She strode out of the office and into the waiting room, basking in the tiny glimmer of self-confidence that followed nearly every therapy session. A new week was dawning, a week in which she’d do something monumental and life-changing: she’d meet somepony new and tell them her name. Maybe they would even hear her. Maybe they’d even tell her their name and then walk away quietly. Dr. Grape was right; she was making progress, and any day now she’d prove it.

And then somepony sneezed.

Fluttershy made a screaming run for it, careening through the open front door. So complete was her terror that she didn't notice the chariot flying overhead or the unicorn and baby dragon seated inside.

Two

“I haven’t had any problems with the cockatrice since, and the three fillies listen to me almost as well as my animals… mostly.”

Fluttershy couldn’t recall the last time she’d talked this much during a session with Dr. Grape, or this freely. His office felt different somehow, as if her sudden influx of friends and excitement-filled days had brightened the sun itself. She’d abandoned her favorite staring spot on the wall weeks ago, opting to smile up at the ceiling instead. The shadows that sometimes crossed it, courtesy of the nearby window, no longer spooked her. “I’m almost cured, aren’t I? I have six best friends, I talk all the time, and sometimes ponies even hear me!”

Dr. Grape chuckled. “Your progress is phenomenal, but let’s not get ahead of ourselves.”

She took the briefest of glances at him. “But… but I have friends that I don’t feel as shy around, just like you said I should.”

“And all of that is wonderful, it really is. I just want you to keep building on your success.”

“What do you mean?”

“Do you remember your first session with me? When you told me about your crippling shyness, I described the healing process as breaking out of a shell. I’m concerned that you haven’t actually broken out, you’ve merely let a few ponies inside the shell with you.”

Fluttershy’s eyebrows rose a quarter inch. Never had Dr. Grape given her a greater shock. “N-not out of my shell? That’s… that’s silly, Dr. Grape. I-I’m sorry if that sounds too harsh.”

“You never mention anypony besides your six best friends; it’s as if you aren’t socializing outside of that close-knit group at all. I’m not suggesting that you need to seek out six more best friends, but being able to talk even briefly with whomever you meet is important, too.”

Her ears drooped, and her gaze drifted across the ceiling and toward her old spot on the wall. “Oh.”

“Why don’t we go back to the challenge from a few months back: introducing yourself to somepony new. After your success with Twilight and the others, this should be easy, right?”

Fluttershy tapped her front hooves together, a small step away from rubbing them raw again. “O-okay… I’ll… try. I’ll try.”

As the clock struck the hour, Fluttershy made her way into the waiting room with her head down. Her well of self-confidence felt especially low, certainly not dry like it’d been prior to befriending Twilight and the others, but much closer to it than she’d felt in weeks. She couldn’t go back to how she was before, tongue-tied the moment anypony talked to her, terrified by the slightest sound.

“But I’m not that same scaredy-pony!” she said alongside a hoof stomp powerful enough to rattle her teeth. She glanced around the waiting room, afraid she’d disturbed somepony with her outburst, but realized that nobody seemed to have noticed. The receptionist was still flipping through her magazine, and the trio of ponies scattered around the waiting room’s collection of plush furniture were lost in their own solitude. It was as if she hadn’t made a sound at all, which was perhaps the least comforting thought of all.

She stared at the pony closest to her, an ancient stallion staring dejectedly at the carpet. After taking the tiniest possible step forward, she cleared her throat. “Ahem. Sir? Could I intro—”

A loud sneeze set her fur on end, but thankfully didn’t send her running. She looked left and right, finally spotting the offending pony coming out of one of the other doctor’s offices. A short mane of deep blue hair rested atop his head, and his coat was a somewhat lighter blue. He sniffled and brought a wet handkerchief to his painfully red nose.

Between his frown, bloodshot eyes, and drooping ears, Fluttershy felt sure she’d found a pony just as far down in the dumps as herself. She couldn’t have asked for a better candidate to fulfill Dr. Grape’s challenge. “Ahem.”

His ears shot up as his eyes met hers. He sniffled again and hurriedly put away his handkerchief. “S-sorry. C-can’t help it. It’s not contagious or anything.”

“I’m… I’m—” she took in a great breath “—I’m Fluttershy!”

He continued to stare at her, sniffling occasionally. “I’m… Noteworthy.”

“I… I come here because I’m… too shy,” she said in a very quiet voice while her cheeks reddened. This felt strangely similar to talking to Dr. Grape.

He nodded. “I’m Noteworthy, and I have—” he sneezed again “—anxiety problems that manifest as allergies. I think we have the same appointment time. You’re always leaving just as I come back into the waiting room.”

She looked away and twisted her hoof into the carpet. “Oh. I-I’m sorry I didn’t notice before.”

“Could… uh… could we talk somewhere else? The waiting room sort of… aggravates my anxiety.”

“Oh, of course! I didn’t mean to block your way.”

She stepped aside, offering him even more of the wide hallway.

Noteworthy hurried toward the exit, and she followed closely behind. This definitely counted as talking to somepony new. It wasn’t as bad as she’d feared, and best of all it would probably be over soon.

Once a fair bit of Ponyville’s main street separated them from the doctor’s office, Noteworthy’s pace slowed to a stop. He turned back to Fluttershy and smiled. “Wow, you’re still he—I-I mean, thanks for… not sneaking away when I wasn’t looking.”

Fluttershy gasped. “That wouldn’t be very nice! M-my therapist said I should introduce myself to somepony new and… and we haven’t said goodbye yet.”

“Oh… well thanks for saying something. Ponies don’t like talking to me much, which only makes this worse,” he pointed to to his nose, which looked even redder in the daylight. “They think they’re going to catch something.”

“Ponies don’t like talking to me either… or maybe they just don’t hear me.”

“My ears are really good. I took years of music appreciation studies. I wanted to be a musician once, but…”

Fluttershy blinked. Not only had she introduced herself to somepony new, they were in the midst of an actual conversation, and not one where she only listened. Hope dawned anew; maybe Dr. Grape really was wrong. She was on the cusp of making a new friend all by herself! “I-I need to… It’s almost lunch time. I should go eat and… do you want to talk some more?”

Her stomach rumbled right on cue, making more noise than her own voice.

He smiled, but almost immediately sneezed again. “I-I’d love to, I really would… but I can’t. Would next week be okay, after our appointments?”

“Okay. Next time.”

She smiled as she hurried away, both ecstatic at the prospect of breaking out of her shell for good and relieved that she wouldn’t have to do it all in one afternoon.

Three

Fluttershy pulled Dr. Grape’s office door closed on her way out, his seemingly unending praise still fresh in her mind. She’d heard phrases like “amazing progress” and “truly inspiring” plenty of times before, but only in reference to Rainbow Dash, her oldest friend of all. She wasn’t sure what to do with accolades like that, really. Obviously she was supposed to feel proud and happy with herself, to hold her head up high, somehow. Maybe she’d eventually get better at that, too. For the moment she focused on her breathing exercises, fighting against the world and all the ponies in it to keep calm.

She couldn’t just bolt for the door, not when all this talk of her finally edging toward a normal, therapist-free life hinged on her starting up a brand new friendship all on her own. Abandoning Noteworthy with no explanation would be downright mean, anyway; the mere thought of it brought back plenty of bad memories, all featuring her alone on the school playground or on a Saturday afternoon. She had her animal friends now, but that wasn’t the same, at least not according Dr. Grape. Still, a glimmer of hope remained: she was an expert at keeping conversations awkwardly short. Soon enough she and Noteworthy would say goodbye and slip into the stress-free realm of acquaintances. They’d nod hello at the office every week, possibly comment on what a nice day it was, and go their separate ways. That was all she really needed, after all. She had six other friends ready and willing to drag her off into scary and stressful situations. A simple how's-the-weather, first-name-basis kind of friendship sounded like the perfect addition.

Noteworthy, as always, announced his presence with a loud sneeze. “H-hi, Fluttershy.”

Fluttershy took a deep breath and turned to face him. He’d emerged from the office directly opposite Dr. Grape’s, wet handkerchief on his hoof. “Hello, Noteworthy. How… um… How are you?”

“I understand if you don’t want to go,” he said with a frown, his gaze dropping to the floor, “I’ve been sort of bracing myself for that.”

“N-no,” Fluttershy stammered, even though he’d treaded dangerously close to the truth, “I mean… I need to. It’s lunch time. We both need to eat, don’t we?”

A short, silent walk through Ponyville brought them a small cafe just off of main street, one of the many that were forever overshadowed by Sugarcube Corner. Three outdoor tables sat empty, and the window by the door revealed one solitary customer seated in a booth by the back wall.

“Is this place okay?” Noteworthy asked, “You said before that you're shy, so I thought… someplace quiet?”

Fluttershy nodded, her eyes fixed on the outdoor table closest to the door. “Thank you for remembering that… and not picking someplace loud anyway. I've wanted to come here with my new friends before, but we always end up somewhere fancier, or busier.”

Noteworthy stepped forward and pulled out a chair at the table she’d eyed. “That's what I love about it; it's so quiet and peaceful. Whenever something has me really anxious, I come here for lunch.”

She seated herself in the table’s remaining chair, wondering if he'd picked this table at random or if he'd been watching her. That wasn't a comfortable thought, but at least he was only one pony. He wasn't a gang of bullies out to torment her, or big scary crowd judging her every move. If she could handle being around her six best friends almost every day, she could definitely manage this one lunch. Painless, worry-free acquaintanceship was just around the corner.

He dabbed his raw nose with his handkerchief, wincing slightly.

“Oh, are you in pain?”

“N-no, I’m fine. It’s not usually this bad. My therapist has been helping me control it… my anxiety, I mean. Sometimes I just get really stressed… Sometimes it’s work, sometimes it’s weather, sometimes just thinking about stress gets me stressed…”

Fluttershy nodded so vigorously her mane fell into her face. “I know exactly what you mean! I’ve always been shy, but something about leaving Cloudsdale for Ponyville just made it worse. Until a few months ago I could barely go into a store to buy groceries without panicking. Then I made some new friends, and they’re really helping me come out of my shell… I hope.”

“You hope?”

“My therapist isn’t so sure… But having so many friends is still wonderful, and we do things together all the time. It’s so much better than things ever were back in Cloudsdale.”

“Why did you move to Ponyville?”

“My special talent is communicating with animals, and there really aren’t many of those in cloud cities. When I saw a job opening for an animal caretaker here in Ponyville, I just had to take it.”

He smiled. “That’s amazing! My special talent is writing out sheet music, but… there’s not really much call for that around here, and I don't think I could bring myself to move to a big city.”

“Then what do you do?”

“The other kind of notes. I copy documents for city hall most days. Sometimes I get a music order from out of town, but not that often. It’ll be better when I get over this problem of mine,” he tapped his nose with his hoof. “New ponies don’t want to work with me when they think I’m going to get their music sheets all wet.”

“Is it getting better? Your nose, I mean.”

“Oh, yes. I’m sorry you only see me on the bad days… Most of the time it’s just about normal. It’s just when I have my weekly appointment…”

She gasped, holding a hoof to her mouth. “Your therapist makes you feel that bad?”

His ears flattened against his head, and he glanced away. “M-my therapist? N-no, not really. It’s… I don’t really know how to explain…”

Fluttershy’s gaze dropped down to the table and the pair of menus resting on it. “Y-you don’t have to. I’m… My therapist has been challenging me to go out and meet new ponies, so I said hello to you and… here we are. I don’t want to make you uncomfortable, asking so many questions. M-maybe I should just go.”

Noteworthy laughed. His smile alone startled her. “Uncomfortable? Fluttershy… I haven’t sneezed since we left the doctor’s office. I’m… I was having a great time.”

“Really? I—” and then Fluttershy realized something: even with this new pony staring her in the face, her heart wasn’t pounding, and she’d forgotten all about taking slow, steady breaths. She took a deep one instead, one deep enough to voice a thought that she wouldn’t have the nerve for otherwise. “Me too. We should have lunch every week.”

And they did.

Four

“Mayor Mare just kept insisting she needed it all done by Tuesday,” Noteworthy said in between bites of his sandwich, “even though I already told her that it’ll be done by Monday. It’s kind of scary when she gets that adamant.”

Fluttershy gave a knowing nod. “What happened next?”

“Then my anxiety really kicked in. It wasn’t as bad as last time, but whenever my nose runs Mayor Mare gets worried that I’m sick and won’t have her papers done in time, which only makes it worse.”

“Did you tell her how she was making you feel?”

Noteworthy gave a brief smile. “I told her. I don’t think she heard me over all her pacing and worrying, but just saying it out loud helped a lot.”

“That’s wonderful! I just wish my week had gone so smoothly. During Princess Celestia’s visit I… I…”

“Borrowed her pet phoenix?”

Fluttershy gasped, nearly upsetting her water glass in her rush to cover her open mouth with her hooves. “How did… D-does everypony know?”

“Oh no, not everypony. The only reason I know is the paperwork that always follows a royal visit.”

She hung her head, her half-eaten lunch forgotten. “I-I should’ve just asked Princess Celestia about her pet’s health instead of taking matters into my own hooves… It was awful.”

“I’m sorry. You did get to have lunch with the Princess, though. That must have been special.”

“That’s true… and if it wasn’t for what happened, I probably wouldn’t have spoken to her. I guess things worked out after all.”

The waitress, an elderly mare with a frizzy mane, came to their table and cleared away the dishes without a word. She didn’t need to ask how the food was, or if they wanted anything else. She’d grown used to their weekly ritual too, right down to their usual orders.

Fluttershy’s gaze wandered to one of the vacant tables while the waitress piled the dishes on her back. She didn’t understand how this all came to be; how she could sit at this little table, face to face with Noteworthy, and talk frankly about things that made her shake and sob in the presence of her therapist. Never had she felt more at ease, not even on her and Rarity's now weekly spa trips. What was it about this little ritual of theirs, having lunch in a quiet spot after their respective appointments, and why did an hour’s chat with him give her more of an emotional calm than her other friends, or even Dr. Grape?

Her friends presented another tricky question: when would she introduce Noteworthy to them? He’d been her friend for nearly a month; surely that meant she should properly add him to the circle of ponies that made her otherwise solitary life so wonderful, but when? The best answer she had was “not now.” His sensitivity to stress was reason enough to wait, but perhaps not for much longer. He hadn’t sneezed around her in weeks, his handkerchief was nowhere in sight, and his previously raw nose had healed completely. Surely he could handle meeting her six other friends.

Then again, could she handle such a meeting? Could she give up this special hour of talking about everything and nothing all at once without a care in the world? Even if they weren’t seated at the table, her other friends would change the dynamic somehow. All of the sudden the Fluttershy with six best friends and the Fluttershy with one wonderful lunch partner would need to be one in the same.

She shut her eyes for a moment. You’re just being selfish, she told herself, doesn’t Noteworthy deserve to have a bunch nice friends just like you? Why wouldn’t you want to share them with him?

“Fluttershy? Is… is something wrong?”

Of course he noticed she was upset. He always noticed. He’d noticed after her modeling career blossomed and wilted inside of a week, after all, and he'd listened attentively as she'd recounted the whole ordeal in greater detail than even Dr. Grape knew.

“Am I boring you?” he asked.

Her eyes shot open. The waitress was gone, as were the remains of their lunch. Now was the moment when they’d normally say goodbye and part ways until the next week. “D-do you want to… m-meet—” and then she hit upon an idea “—do you want to meet some of my animal friends that live in my cottage?”

Silence reigned for a moment, as if she’d just asked him to dip his tail in jelly. Finally his frozen expression broke as he sneezed. “Y-your cottage?”

“It isn’t very far, and I just know they’d love to meet you,” Fluttershy didn’t need to force her smile. She should’ve thought of this sooner; her pony friends were very important, but her dearest companions of all were the ones that shared her home, the kind and gentle creatures that she could be herself around without reservation. That was the group of friends Noteworthy deserved to belong to first.

“At… At… your… c-cottage? Your home?”

“Please can you come? I’ve been feeling guilty that I haven’t introduced you to my friends already.”

Noteworthy nodded slowly, dabbing his nose with a napkin. “Okay… lead the way.”

Fluttershy glanced back to Noteworthy, who seemed to be slipping further behind with each sneeze. They’d been walking for ten minutes, and in two more would be at her doorstep. “Are you okay? You’re not nervous about meeting my animal friends, are you?”

She came to a stop on the path, next to a large glade where the sun shone through the tree leaves in shimmering patches on the grass. On more worry-filled days she’d hurry past this lovely spot without so much as a glance, but not today. If Noteworthy really was too stressed to go any further, at least they’d reached a wonderful place to say goodbye for the week.

Noteworthy caught up to her, one shaking step at a time, and hung his head. “I’m sorry, Fluttershy. Lunch with you doesn’t do this to me, but…”

“That’s okay, Noteworthy. I don’t want to make you uncomfortable. Would it be better if we just stopped here?”

He followed her gaze to the picturesque scene before them. “Wow, it’s beautiful here.”

“That’s why I love living right outside of Ponyville so much. It’s so peaceful; it’s like there isn’t another pony in the whole world,” She stepped off the path, chose a sunny spot, and seated herself on the grass. Her gaze went to him next, beckoning him to follow.

After another great sneeze, he stepped through the grass with his eyes fixed on the ever-changing patterns of light.

Fluttershy waited for him to sit, and was pleased to see him choose a spot closer to her than their normal arrangement at the cafe. She wouldn’t have to speak so loudly. “If we stay here long enough, one of my little friends might even come join us.”

“Oh. That’s n—” another sneeze scared away the birds in the trees “I can’t believe I’m such a mess.”

“Are you really that nervous about meeting my animals? They're all very nice, and very polite when it comes to making new friends.”

“Your animals? No…”

“Then what?”

He stared at the grass. “It’s not that I’m scared, exactly. I just… I’ve never met anypony like you, Fluttershy. Never. Things have been going so great with lunch every week, and I keep having this argument with myself over how I just can’t mess this up versus how I don’t think I could possibly mess things up with somepony as kind and understanding as you… and here I go messing things up right as you’re about to show me your cottage.”

“My cottage? There’s nothing special about it… except for all the bird feeders and nests, I guess.”

“Of course it’s special. It’s special because it’s yours. I tell you everything I tell my therapist, you know… plus more. The only thing I never told you was…”

She leaned in closer, ears raised. “What?”

“My problem with stress… one of the big triggers has always been mares I think are pretty. Half the reason my therapist days are my bad days are because I pass by you in the waiting room. Then we actually said hello, and we’ve been spending time together, and… it’s like around you I don’t have a problem anymore. It’s great, and I want to keep doing it, and of course I want to meet your animal friends, and your pony friends, and introduce you to mine. I just… I don’t want you to think I’m getting cold hooves or something. I can’t even begin to say how much I treasure our… our relationship.”

Fluttershy stared at him, open mouthed. The whole scene before her, from his penetrating gaze to the shifting patterns of light, suddenly clawed at her. Scary words that she never thought she’d have to face head on, words like ‘kiss’ and ‘dating’ and ‘marriage’ robbed the sunlight of its warmth and her heart of its newfound self-confidence. Those words weren’t for her, just like ‘amazing’ and ‘inspiring.’ What happened to friendship?

“Fluttershy?”

She’d gotten to her hooves without realizing it. Her breathing had dissolved into a series of gasps, which made speaking nearly impossible. “N-N-Noteworthy… I… I… ooh.”

Those same words chased her all the way home.

Five

Fluttershy could hear birds chirping somewhere nearby. Birds always spoke with great excitement, no matter if they were discussing where to find seeds or if it might rain soon. Usually she found their morning chatter invigorating, a perfect complement to the warm sunlight illuminating her small bedroom. Usually the birdsong would practically lift her out of bed as she began a new day.

Today wasn’t a usual day. She lay face-up in bed instead, counting and recounting the knots on the wooden beams supporting the roof. She didn’t feel like crying; she’d done plenty of that yesterday, and the day before. She’d probably do that today too, considering the thoughts and feelings still haunting her.

Everything was going so well with her circle of pony friends; they were even going to the Grand Galloping Gala in another month.

Had she told Noteworthy about the Gala?

She rolled onto her side and hugged the pillow. She’d ruined things with him, somehow. She’d tried to make a new friend, and done something to give him the wrong idea, something that normal ponies would’ve known not to do.

“What did I do wrong?” she whispered, hugging the pillow tighter.

There was only one pony she wanted to ask, but he wasn’t her friend anymore.

The bed’s springs squeaked as Angel hopped up next to her. He stared down at her, matching her frown.

“M-morning, Angel.”

He crossed his tiny forelegs, his frown deepening. Her special talent rarely came into play with Angel; he rarely opened his mouth for anything other than a meal.

“I-I think I’m going to stay in bed for a while.”

Angel shook his head, his frown turning into more of a glare.

Fluttershy rolled over, opting to face the window’s bright light instead. “You know where your bunny treats are. You’ll be fine without me… and so will everypony else.”

Angel hopped onto the windowsill, his tiny body casting a formidable shadow. He glowered at her and pointed to the outside world. The meaning was clear: go.

She shook her head. “I know you’ve gotten used to having the cottage all to yourself, now that I’m spending so much time with my friends… but this is different. I-I made a big mistake out there.”

Angel drew an imaginary egg shell around himself, and pantomimed punching through it.

“No,” she said, far more forcefully than she meant to. “I’m not doing that right now. I tried making a new friend just like Dr. Grape said, and now… I-I lost him forever. I’ll just wait for my other friends to come visit.”

She shut her eyes, hiding Angel from view and thus blocking his preferred form of communication.

A loud thumping rattled half the cottage, and Fluttershy pulled the pillow over her head. “Please, Angel! I don’t want to talk right n—”

A very different voice floated up through the window. “Fluttershy? C-can we talk? Please?”

Her heart thundered in her chest. She leapt out of bed and put her face against the window glass. “N-Noteworthy?”

As if he’d heard her, he looked up from the doorstep, found her face in the second story window, and offered a cautious wave. Angel reached for the window shade.

“It’s all right, Angel. He’s… He was my friend.”

Angel gave her one final annoyed look and hopped off the windowsill. Fluttershy pushed the window open, half-wondering if she should’ve just let Angel pull the shade. If only Noteworthy hadn’t seen her first.

“H-hi,” he said.

Fluttershy took a deep breath. Maybe she could still apologize and make everything right again. Maybe they could have lunch just like nothing bad had ever happened. “I’m s—”

“I’m so sorry I upset you, and I'm so sorry it's taken me so long to work up the courage to come here to say it,” he said, pausing briefly to blow his nose.

Fluttershy stared at him, speechless. What did he have to apologize for?

“I could barely breathe after you left the other day. I just… please accept my apology. I promise I'll never bother you again.”

“No! I-I mean yes! I mean p-please come-in-and-I'll-be-downstairs-in-a-minute,” her voice had gotten so quiet by the end that she herself barely heard it. He smiled all the same and nodded. Of course he’d heard her, he always did.

She slammed the window shut and turned around. After a moment’s panic at seeing her own reflection, she gave her mane a vigorous shake, flexed her quivering wings, and headed for the door. What did she need to say to make everything go back to the way it was? She just wanted her special friend back.

Noteworthy was in the living room, a full two feet away from the couch where Angel sat with his arms crossed, clearly unwilling to surrender his preferred seat to the likes of this unfamiliar stallion, even if he had unlatched the door so he could come inside.

She rushed down the stairs, nearly tripping over her own tail, and looked from one pair of waiting eyes to the other. “S-sorry to make you wait.”

“It’s fine, Fluttershy. I’m… I’m sorry we're not having this conversation sooner.”

Angel looked far less enthused about whatever was going on. He hopped away towards the kitchen, clearly more interested in food than pony talk.

Fluttershy watched him go, hoping that she'd miraculously think of something to say in those intervening seconds. “Um… Hi.”

He stifled a sneeze. “I'm sorry for before.”

“Um… Why do you keep apologizing? I'm the one who should… I ran away. I… gave you the wrong idea somehow.”

“No, no. It's my fault. You were just so nice to me, and you listened all the time, and I listened to you, and… I guess…I guess I just thought that's what a r—what having a… you know. I thought that's what it would look like… what it would feel like.”

“That's just friendship… I really wanted to make a new friend so I wouldn't be a scaredy-pony anymore… so I could break out of my shell. I really liked having you as a friend. I didn't feel shy, or worried, or scared, and… and sometimes I wanted our lunch to just keep going for the rest of the day. I wanted you to come meet all my friends so they'd be your friends too and… maybe we'd spend more time together.”

Noteworthy eyed the now vacant couch and, after an approving nod from her, seated himself on the far end. “I wanted all that stuff too, especially the lunch part, and I wanted to get my anxiety under control so… so I could invite you to… to…”

Fluttershy joined him on the couch, worried and intrigued all at once. There were so many scary things he could suggest, like having a candlelit dinner, or going anywhere crowded. She'd never have expected things like that from him during their wonderful lunches together, but those days, she feared, might be over forever. The Noteworthy she thought she knew, the gentle listener perfectly contented to be her friend, might not even exist.

He took a deep breath and held it for a moment. Clearly he'd been paying attention when she described her breathing exercises. “I've been working up to this for a while… calling in favors, making arrangements… the easiest part was figuring how to tell you. I know you don't like big surprises, so I'm going to explain everything right now, okay?”

She nodded, shivering slightly as she fought to pay attention while still controlling her breathing.

“My cousin Stageworthy is in charge of a traveling fair, and right now they're set up twenty minutes away by train. They've got a huge assortment of rare animals that I'm sure you'd love to see. The fair closes at four, but I convinced Stageworthy to let the two of us go in at four thirty tonight. We’d get to see the animals all by ourselves.”

Her mouth hung open. Was that what a date would be like? Aside from the general panic alarms ringing between her ears, it didn't sound too bad.

“A-and—” he hastily added when she didn't respond “—you can put whatever label you want on it… on us… on me. No matter if it's s-special somepony, friend, acquaintance, or even pony-you-never-want-to-talk-to-again. Whatever you choose… I'll accept it.”

“I… um…” out of the corner of her eye she spotted Angel standing in the doorway, repeating the shell-breaking pantomime. Could she really ask for a better evening? No crowds, exotic animals, and the company of a pony she definitely wanted as more than a mere acquaintance sounded wonderful. “Okay.”

He gasped a few times, and then sneezed again. “R-really?”

“Can… Can I meet you at the train station at four?” Fluttershy’s skin prickled, as if a cold wind had swept right through her fur and feathers. She stared at Noteworthy all the same, drawing a modicum of comfort from his smile. Tonight she was leaving her shell for good.

Six

The fairgrounds were wonderfully quiet. Brightly colored booths, offering everything from funnel cake to face painting, drifted by on the left and right. Fluttershy’s gaze darted everywhere, attempting to take in every potential source of danger or disappointment. Occasionally she’d spot a pony in one of the booths, cleaning up after a long day’s work. A few of them looked her way and waved. She could barely smile in response. More than once she’d lost track of her own hooves and nearly sidestepped into Noteworthy.

“So… um,” Fluttershy began, hoping familiar topics were a safe bet, “how has your anxiety been lately?”

“Great, actually. Setting all this up, this whole… whatever you want to call it for the two of us… it's been one of the most stressful things I've done in a long time, but it wasn't actually so bad. It sort of showed me that I'm better at controlling my anxiety than I thought, if I put my mind to it… The animal pavilion is just up there; are you excited?”

Fluttershy looked to the line of hay-bale fencing a few hundred feet ahead. “Yes. Thank you for arranging all this. I-I’ve never had somepony do something so special, just for me.”

He studied her expression, the one pony whose gaze never troubled her. “Are you feeling okay?”

She shut her eyes for a moment, taking stock of her own emotions. Here she was in an unfamiliar place, likely being watched by ponies she didn’t know, and in the company of a pony who she’d nearly lost her friendship with once already. By all measures she should’ve been terrified. She took a breath, opened her eyes, and nodded. “I’m… fine. I really am.”

He took a breath of his own. “I’m so glad. I was worried that you wouldn’t come to the train station, or get too scared when we got to the fair… We can still go back to Ponyville anytime you want.”

“I-I know… and I am a little scared, but… Can I tell you something?”

Their eyes met, and two smiles followed.

“What is it?” he asked.

“There was a fair in Cloudsdale once, when I was little. It looked like so much fun from a distance, but every time I got closer it kept getting bigger, and by the time I reached the line to go in… I decided it was a way too big for a little pony like me and went home instead. I’m sure lots of foals did stuff like that but… I wonder if being shy and scared all the time is just who I am, and that it’s never going to change.”

“But you are changing. You have six best friends now, right?”

Seven, she wanted to say. “I know I am. It’s just a really, really old worry that’s hard to let go of… like being afraid of the closet even though you know nopony’s ever in there.”

“Does… does being here now make up for it?”

“Absolutely. And this time I have somepony with me, and there aren't any crowds, and they might even have a—”

A large, round roof near the animal pavilion caught Fluttershy’s eye, taking her by such surprise that she rose off the ground. Her front hooves went to her mouth, for once in joyous surprise instead of panic. “Oh my gosh, they do! They do!”

“What is it? What do they have?” Noteworthy’s voice was strangely distant, on account of her hovering seven feet in the air.

“Can we ride the merry-go-round?”

Noteworthy laughed. “I can ask, I guess… Is that what you really wanted to do when you were a filly?”

“Yes! I could hear its music from halfway across town, and everypony else laughed and cheered when it started, and…”

“Don’t you want to see the animals?”

“I-I do, I do. And it’s okay if the fair ponies don’t want to start up the merry-go-round again, but I’d just love to go on it…”

Noteworthy trotted ahead, leaving a trail of dust in his wake. “Then I'm going to go ask!”

Fluttershy blushed as he ran off. “Oh, you don't have to ask just for… but that's so nice of you, going to all this trouble even though I'm such a scar—” she caught herself just in time, and her smile turned into a resolute stare “—I'm not a scaredy-pony anymore, and I'm never going to be one ever again!”

She knew her voice hadn't really rung across the heavens like she'd imagined, but she didn't care. It felt like a loud and important proclamation to her, and if she'd been next to one of her friends they would've cheered her on. Wasn't that what really mattered?

She flew down to the nearest booth, where a stallion and mare were trying in vain to brush spilled powdered sugar off the rough wooden countertop.

“Um… excuse me.”

The stallion glanced her way. “Yeah?”

His gaze felt like a flashlight beam, and when the mare faced her too she could feel her heart pounding. “I-I’m Fluttershy and… um… are you… just going to throw away all that funnel cake?”

The two fair ponies looked to the display case on the counter and the hours-old plates of sugar-topped fried dough within it.

“It's cold ’n stale,” the mare said.

“I don't mind. And if you're just going to throw it all away…”

The stallion nosed open the case with a chuckle. “Eh, it ain’t that stale. You want one?”

Fluttershy nodded. “Two please.”

“You got it.”

Two paper plates, loaded down with sugar-dusted funnel cake, slid across the counter a moment later. She took the plates on her hooves and breathed in the sweet scent of accomplishment. “Thank you!”

The music started as soon as she left the booth. Slow, lazy calliope notes rose through the evening air, increasing in volume and tempo with each passing second. Fluttershy flapped her away across the fairground towards the merry-go-round, fighting the unfamiliar urge to shout hooray and spin around in mid-air. She’d talked to two complete strangers on a whim! She’d controlled her fear! Her friends would be so proud when they found out, and this time their saying things like ‘great job’ and ‘I knew you could do it’ would feel perfectly natural.

The merry-go-round’s multicolored lights flickered to life just as she came in for a landing. Mirrors in the ride’s illuminated interior cast dazzling light on its wooden occupants. Butterflies, dolphins, and even a fearsome dragon stood ready and waiting for a pony to climb aboard. The cheerful music’s siren call nearly made her do so on the spot. The entire sight was almost too big to take in, and yet wasn’t scary at all.

Noteworthy’s hooves clunked loudly against the merry-go-round’s platform. He trotted between the wooden animals, smiling brightly. “I did it, and I didn’t even sneeze! I—”

Fluttershy flew over, set the funnel cake down on a bench, pulled him into a hug. “Thank you, Noteworthy. Thank you for everything!”

After a moment’s stunned surprise, his hooves found their way around her. “Oh, I-I… It was nothing.”

She held onto him, not wanting to move and not daring to speak. The closeness that she always felt to him during their long conversations had taken on a physical form all its own, mixing up her joy and fear in a way she hadn't experienced since she first set her hooves on solid ground. She'd had it all wrong from the start: this was friendship, yes, but not just friendship. And maybe, just maybe, she could conquer her fear of that too.

Another voice crackled over a hidden speaker. “Hope you two lovebirds found your seats. Here we go!”

The merry-go-round shuddered to life, and the outside world began revolve while the wooden animals moved up and down in a joyful gallop.

Fluttershy slipped onto the bench, blushing furiously but still too happy to bother panicking. “Can… Can we sit here, together? I-I got us some funnel cake.”

“I’ve love to, thanks.”

The outside world rushed by, and the wooden animals seemed to do the same. Fluttershy felt like she and Noteworthy were the only beings truly standing still. Her shell was gone, but he was still there, and she knew she always wanted him to be. She took another deep breath and let her quivering wing close the inches-wide gap between them. Her foreleg followed a moment later, brushing his hoof with her own. “Noteworthy, I… I’ve never met anypony like you either.”

He stared at her, mouth open and eyebrows raised. “Fluttershy, you’re… trembling. Are you scared? I-I don’t want you to feel scared.”

She smiled at him as she met his gaze. “I’m terrified… but that’s not going to stop me anymore.”

And it didn’t.