It was the third day of the Ponyville Kennel Club's Annual Dog Show; an event gathering dog enthusiasts from as far away as Las Pegasus to the west and Baltimare to the east, indeed one of the more well known of such events in all of Equestria. Though Fluttershy had enjoyed every single second of it, it was certainly beginning to take its toll. Being invited as an official in recognition of her animal handling skills had been an honor and it was true that she felt right at home at such an occasion, but anecdotes shared by Rainbow Dash about her experiences at a DaringCon echoed in her mind: In a fit of unbridled fangirling, Rainbow had once decided to stay up the entire duration of a convention in an attempt to catch every single panel, interview and contest. After fifty hours and almost as many cups of coffee she had begun to hallucinate, believing a papier-mâché statue of Ahuizotl to be alive and plotting the destruction of the convention centre. Events following that incident had apparently been a bit blurry, but had resulted in a two-year ban from the premises and a severe headache. A classic rookie mistake, she had called it. While Fluttershy had, wisely, respected her need for sleep and asked her friends to help out so as not to spread herself too thin, overseeing dozens of contests, making sure the cafeteria was well stocked, settling disputes and, most importantly, seeing to the physical and mental well-being of literally hundreds of dogs, was still a gargantuan undertaking. She had certainly spent too much time on that last task, but with so many cute little doggies around, her nurturing side had gone into overdrive.

As the third and final day was drawing to a close, Fluttershy had locked herself in a bathroom stall. Groaning and whimpering, she rubbed her aching hooves. She went over her lengthy list of responsibilities in her head, mentally checking off item after item. Somehow, telling herself that there was nothing left for her to do; that cleaning up, handling paperwork, and disassembling tables and tents were the responsibility of other officials, did little to ease her stress, and even less to soothe the ache she felt in her entire body. She was exhausted, if not to the point of collapse, then certainly to the point of tears.

Rarity, she thought, taking rapid, deep breaths to keep the tears from flowing, utterly refusing to cry. Her days of crying alone in the bathroom were over!I need Rarity. And I need a long, warm bath. But first I need Rarity.

Though they had only been apart for all of three hours; Rarity having graciously put her skills to use as a judge on the beauty contest before having to return to the boutique, Fluttershy had seldom felt so alone and uncomfortable. While more than used to exhaustion creating a mental compulsion to return to the safety of her own home, that same craving now pointed in a different direction.

She held her breath, listening carefully for the presence of other ponies, before realising that it was just an old, bad habit from high school resurfacing. Back then, she had been a master of stealth, avoiding other ponies with such practised skill that most of her classmates were not even aware of her existence or the fact that she attended the same class as them. This even seemed to extend to some of the teachers, some having expressed sincere confusion as to who this "Fluttershy" who kept handing in tests to them was supposed to be. Still, skulking around like some creep was a thing of the past; it was just the combination of mental exhaustion and a public bathroom that had played tricks on her mind. She flushed despite having done nothing except taken a time out, willing her aching muscles into motion. Walking back towards the exhibition hall, she forced herself to walk with her back straight, wearing an expression that she hoped did not blatantly communicate her state of mental and physical exhaustion. By the time she ran into Amethyst Star she had managed a strained smile, though her sunken, dark-ringed eyes betrayed her. Noticing her approaching, the magenta unicorn waved and ran up to speak to her.

"Heey! Fluttershy! How are y-, whoa."

"Is it that obvious?" Fluttershy asked, amused at her own failure to conceal her tiredness. She had hoped to be able to properly thank Amethyst, who had single-hoofedly planned and administrated the entire event. Of all the ponies around, she was the one Fluttershy had spent the most time with.

"No, you look f-..." She paused, then decided brutal honesty was the way to go. "Actually, no, you look like a complete mess. Have you actually taken any rests at all today?"

"Well..." Fluttershy hesitated. "I planned to..."

Amethyst clicked her tongue and shook her head. "Look, Fluttershy, you've been a great help today. This wouldn't have worked if you hadn't been here. But..." She grabbed Fluttershy's shoulders. "You need to go home before you collapse. Rest up. Manga and chill. You earned it. Me and the guys will handle the rest." She gestured towards Caramel, Cherry Berry and Merry May, who were busy taking down cages.

Fluttershy sighed. For as wonderful as the three days had been, she was not about to argue with her. "It's been great, Amethyst. Thank you."

"It has!" she said, patting her on the back. "And thank you, too! Now go home." She smiled.

Fluttershy slumped, no longer feeling the need to pretend to be full of energy and enthusiasm, then waved the others goodbye before taking a final look around the exhibition hall. Even with just a handful of ponies and even fewer dogs around, there was a certain energy and enthusiasm still lingering around the area; a post-event happiness that, while fading rapidly, was still almost tangible. A weak but satisfied smile on her face, she made her way outside. Suddenly being exposed to sunlight again made her eyes tingle uncomfortably, and the fresh air, not saturated with dog hairs, was almost overwhelming and breathing in almost caused her to hiccup. Despite it still being only late afternoon, she yawned loudly.

Ponyville was crowded, even by the standards of other ponies. For Fluttershy, any number higher than a dozen was equivalent to "packed", and today, there were considerably more than a dozen ponies around. Somehow, this did not bother her, at least not to anywhere near the degree it would have in the past. Normally she would have feared scornful, judgemental or, worse, disappointed glares, she would have worried about bumping into ponies and accidentally knocking them to the ground, she would have ground her teeth to a fine dust imagining all the thousands of things that could potentially go wrong; things that would without exception be her fault.
Yet, she did not.

Making her way across the marketplace, not once stopping for hypothetical ponies who could theoretically object to her presence, she told herself that her current state of uncharacteristic comfort was due to exhaustion and lack of focus. Walking around in a daze, she did not possess the mental capacity for worrying or being afraid. This was a convenient excuse. It was also entirely wrong. The truth was: She had changed. There was no longer any denying it. Over the course of months, so slowly that she had barely even registered it, social interactions had turned from near-nightmarish experiences into something that was, at worst, an inconvenience. She had changed, and it was thanks to Rarity.

Rarity. Thoughts of the confident, beautiful, perfect unicorn seemed to fill her mind with surprising frequency recently. The way she laughed, the way she talked. The way her beautiful hair seemed almost sculpted in its perfect beauty yet swayed with the gentle waviness of wisps of smoke whenever she moved; an almost hypnotic sight which Fluttershy seemed to be able to stare at for hours. Many things about Rarity were hypnotic; things that had seemed mundane and everyday in the past, yet which now seemed special and precious. The way she pouted when deep in thought, tilting her head left and right as if inspecting some imaginary design. The way she would run her hoof across a fold, determinedly, with a satisfiedhumph.The way she would bounce excitedly, much like Pinkie Pie, when she found something that really caught her interest. All those things she had noticed in the past but which now seemed to have taken on a magical quality. Things that she would now fight Celestia herself to keep, if she had to.

Fluttershy deeply loved her friends. But Rarity was something else entirely; closer to her than any other pony had been. Even Rainbow Dash, her friend for well over a decade, seemed distant in comparison. Fluttershy stopped in her tracks, suddenly, almost causing a mare walking behind to bump into her. Could it be? Fluttershy wondered.My feelings for Rarity, the way her smile seems to fill me up with joy and warmth, could it be that I've finally found it? Could it be that Rarity's become something more than a friend. Has she become...

... my bestie?

Lost in thought, considering the implications of her new realization, she soon made her way to Carousel Boutique; her new home away from home. Just after closing time,Sorry, We're closed-sign in the window, the building seemed still and empty, yet Fluttershy knew that Rarity was right behind the door, ready to open the moment she knocked. She smiled to herself, then as gently as she could (and Fluttershy was gentler than most) tapped the door with the back of her hoof, creating a knock so quiet that it was nearly impossible to hear unless your ear was against the door.

Click.

The door quickly swung open, causing Fluttershy to reflexively jump back. "Ohh! Fluttershy, darling!" Rarity leaned against the door handle in an attempt to casually conceal the fact that she had practically fallen out of the door in her excitement at her dear friend finally arriving. "I wasn't sure you could make it!" she said with a sheepish grin, uncomfortably shifting her body weight back and forth in an effort not to fall over. She was saved the embarrassment by Fluttershy promptly collapsing into a hug, propping her friend up.

"Hi Rarity..." she mumbled into the unicorn's mane.

"Oh... My... But youare tired, aren't you?" Rarity stated with a rhetorical question, shifting her balance so as to better hold up the exhausted pegasus. "Really, Fluttershy dear, I know you were enjoying yourself, but you must learn not to overexert yourself! You didn't put others before yourself again, did you?"

Fluttershy shook her head. "No! Not at all!" She paused briefly, taking a deep breath, her friend's scent filling her nostrils. "Well... Maybe a little. But I was just having so much fun!"

A giggle from the unicorn as she imagined Fluttershy excitedly flitting about the place like Pinkie Pie on a sugar rush, "I guess I can forgive you this time. Still, you mustn't exhaust yourself! Now, is there anything I can do for you, darling?"

Fluttershy thought about this for a while. Her muscles were still sore; the kind of dull, throbbing ache that seemed to dig its way in all the way to the bone. "Bath..." she mumbled. "A bath would be good, please."

"Oh!" Rarity exclaimed, beginning to lead her inside.. "I thought you might want one, so I already drew one for you. It should be the perfect temperature about now."

"Hmm." A soft smile spread across Fluttershy's face. "Didn't you say you weren't sure I could make it?"

"Anyway!" Rarity exclaimed, a slight blush appearing on her cheeks, "I bought some wonderful new bath oils I'm sure you'll simply love!"

· · · • • ◇◇◇ • • · · ·

Fluttershy did simply love them. With a content sigh, she sunk herself deeper into the bathtub until only her nostrils were above the surface. The warmth enveloped her and seemed to seep into her muscles, slowly erasing the tension and ache in her body. Fluttershy could still hear Rarity singing as she had been instructed, though with her head submerged, all sounds became distorted and distant. Rather than unpleasant and cacophonous, however, the song took on a mysterious, otherworldly tone, entrancing in a way. She had heard Twilight talk of Sirens, and imagined their songs to sound similar. Sitting up, she took a deep breath, first rubbing the water out of her ears to better enjoy the song, then her eyes, and when she opened them she found herself meeting Rarity's kind, gentle gaze. Though she kept singing, she smiled with her eyes. Fluttershy simply listened, the melody every bit as soothing as the bath. What the water did to her muscles, Rarity's voice did to her soul. Of all the orders she could give her friend, nothing brought quite the same joy as simply requesting a song. When the unicorn finally reached the end of her song, the absence made the silence seem near tangible.

"Was it to your liking?" Rarity asked, leaning against the bathtub.

Fluttershy nodded, humming a short strophe from the song. "Oh, it was beautiful. Thank you..."

"Is there anything else you need, darling?" Rarity immediately asked.

Fluttershy shook her head in reply, causing a wet strand of hair to slap onto her snout. Brushing it aside with her hoof she tried to think of something, anything, but utterly drew a blank. She was simply too content at the moment. At times, Rarity could come off as a tad too insistent, bordering on sycophantic, but she just seemed so thrilled, so overjoyed at each command. Unable to think of anything, guilt began to creep into Fluttershy's brain. She caught it quickly: "There is nothing I want, Rarity. Thank you."

Sometimes, assertiveness meant saying what you needed. Sometimes, it meant saying that you were in need of nothing. She smiled, feeling some amount of pride at not falling into that mental trap.

"Ooh. Good." There was a tinge of disappointment on Rarity's voice, but she quickly perked up. "So how are you feeling? Better?"

"Much. My legs hurt so much I thought I was going to cry." She raised first her left back leg out of the water, then her right, wiggling her hooves. "But I feel so much better now." She took a deep breath, and exhaled in a groan. "I must have walked ten miles today!"

"Oh? Whatever for darling?" Rarity asked, eyebrow raised. "Did the other ponies make you do all the work? You did seem a bit stressed by the time I left."

"No no no! Nothing like that, they worked just as hard!" Fluttershy assured her."But there are hundreds of dogs, and they're just like us ponies in many ways. Some of them are big and loud, they enjoy the attention. Others become overstimulated by the commotion, and even well behaved dogs can start picking fights. And some... Some are just small and scared and need a helping hoof to feel confident." The last sentence was spoken in a slightly hushed tone.

"Ohhhh..." Rarity smirked, remembering her friend's uncanny ability to empathize and seemingly communicate with animals. "Fluttershy: Dog psychiatrist."

The pegasus, already warm from the hot bath, felt herself blushing just a tiny bit more. "Uhm... Something like that. I'm glad I could help some dogs feel better, but it was a lot of work. Some were just shy and needed some encouragement. They needed to feel that they were safe." She burrowed her frow, continuing; "But some were just little..." She mouthed a word. Rarity could not make out what, but the expression on her face suggested that it was no word fit for elegant, refined ladies such as themselves.

"Just like some ponies are?" she suggested, drawing a giggle from Fluttershy.

"Yes! I don't like it, but you have to be stern with them. Sometimes you need to raise your voice a little, or they'll misbehave." She sat up in the bathtub, gesturing demonstratively with her hoof. "Heel! Stay!" The words came with an authorative quality Rarity could never have guessed her friend would possess, voice sending what felt like a jolt of electricity through the unicorn's mind. "Sit!" Fluttershy yelled, accidentally pointing directly at Rarity.

Rarity obeyed, plopping her butt down on the floor. Though she, a split second later, stuck out her tongue cheekily in an attempt to make it seem like like a joke, time seemed to very suddenly slow down and come to a complete halt for the two of them.

Breathing through her nose in an attempt to slow down her rapidly increasing pulse, Fluttershy could do nothing but stare. Her mind raced, heartbeat drumming on her temples. Her first impulse, her constant first impulse, was to beg for forgiveness. Fighting that overwhelming urge was enough to make her shiver, sending ripples through the water in the bathtub, but she knew, instinctively, that whatever magic had exploded from this moment would fade instantly if she gave in. Instead she mumbled half-words, desperate to find one that fit. The corners of Rarity's mouth twitched, one moment a pout, the next a grin. Her emotions seemed every bit as conflicted, her mind as full of doubt and anticipation, body tense and remaining motionless, barely even breathing. Fluttershy had never seen her friend so nervous and full of anxiety. They were both stuck, having glimpsed something wonderful that they were desperate not to lose. Looking into her friend's eyes, she saw impatient craving and longing.

Fluttershy opened her mouth, but seemed unable to make a sound. When she finally spoke, it was in no more than a whisper: "Beg...?" The authorative tone was absent, the command sounding more like a suggestion, but the one word still reverberated like the sound of a gong. They had grasped what they were fumbling for, and time seemed to move yet again.

The unicorn leaned back, sitting down on her haunches, and pulled her front hooves up to her chest. Her gaze was fixated on Fluttershy but flitted around; to her mouth, to her eyes, to her hooves, desperate to try to read her intentions and her mood.

Fluttershy opened her mouth, inhaling too quickly, and had to clear her throat before continuing. "Sp-... Speak!" she commanded, voice only breaking a little.

"Wha-..." Rarity begun, but quickly stopped herself as she realized what her friend had really asked of her. Head swimming, she tried to gather her courage, to overcome the feeling of shame that had begun gnawing at her. It was a feeling she was in many ways closely accustomed to, but it had only ever lingered in the back of her mind on account of her always remaining a few steps ahead of it. Right now, however, it was overwhelming her, slowly saturating her, and she wanted itgone. "W-... woof!" she squeaked, at volumes barely above a whisper. She decided to try again, despite her cheeks feeling as if they were on fire. "Woof! Aruff!" Louder this time.

Fluttershy sunk just a little deeper into her bath, trying desperately to make sense of her emotions. She was certainly no stranger to lust or horniness. Neither was she unaccustomed to masturbation, having spent many a night alone with her hoof ever since that one fateful day she found out that she had entirely misunderstood the contents of theRevolutionary Mare Uma fan manga she had bought through mail order. Since then her collection had grown, exponentially, and she had even produced some of her own. Her hoof had gotten plenty of experience, and the concept of physical desire had become all too familiar to her. Many nights were spent lusting over mares, some of them even real-life, flesh and blood mares! She would gladly have called herself a fillyfooler, had she not been too embarrassed to talk about her sexuality without the safety of her pen name. She had never imaged, however, that she could feel that way about one of her friends. Was that even legal? Yet that increasingly insistent tingling between her legs was unmistakable, as was the target of her desire. "N-now... R-roll over..."

Slowly, carefully, as if her bones would shatter like glass were she to move too quickly, Rarity lay supine on the floor. Having spread her legs without realising it, she quickly covered herself by pressing her tail against her thigh. Fluttershy would have easily caught a glance at her private parts, had she not focused so fully on Rarity's chest heaving slowly as she breathed, her hooves anxiously running over her toned stomach, trailing figure-eights in her soft, white coat, and the adorable, yet alluringly amusing, blush on her face. She motioned at Rarity to stand up and she obeyed, legs visibly trembling and unsteady. Perhaps, she thought, she was pushing her friend too hard, but there was something she yet had to do. After only a millisecond of hesitation, she lifted her hoof over the edge of the bathtub.

"Shake." she commanded. Reality seemed to have taken on a distinctly dream-like quality thanks to the absurdity of the situation, but with that feeling of unreality came renewed confidence. Rarity sluggishly moved forward, seeming nearly drunk, and placed her hoof against Fluttershy's.

Submerging herself up to her chin, peeking out from behind the edge of the tub, she squeaked yet another request. "Now... k-kiss it."

A jolt went through Rarity's body, and she stared in wide-eyed shock at her friend. Yet for as scandalous as the request seemed to be, she none the less obeyed. Her soft, trembling lips pressed against Fluttershy's hoof. It was the single gentlest sensation the pegasus had ever felt, and she had once received a shoulder massage from a squirrel. Having tested the waters, she decided that it was time to plunge herself in, regardless of her fears and worries, regardless of the potential consequences, regardless of the disastrous effects it could have on their friendship.

"Now... Please..." she whispered, her blush almost as luminous as that of her friend. "On my mouth."

Rarity drew deep, ragged breaths, her pulse beating heavy and slow. Despite her mind being filled with doubts her body seemed to be moving on its own, leaning forward towards the blushing pegasus. "But, I'm not a..." she protested meekly, not so much to Fluttershy as herself. The next second her mouth was pressed against Fluttershy's, and everything she thought she knew collapsed in an instant. She tried to tell herself that Fluttershy had ordered her, that her obedience carried neither approval or enjoyment but only cold acceptance, yet such excuses seemed desperate even to her, as her friend's command could be interpreted as a mere peck on the lips. Fluttershy had not requested their tongues to meet, she had never requested open mouths, or moaning, or whimpering, or desperate, fumbling clinging on to each other, she had not requested desire or even enthusiasm. All those things were freely given by Rarity herself.

It was not the first time either of them had been kissed. Rarity had certainly had her fair share of romances; quick, dramatic, unfulfilling, having fallen madly in love in the morning only to lose interest by evening. She had shared countless kisses with countless stallions. Wealthy and suave gentlecolts. Poor but ruggedly handsome farm hooves, their manes flowing gently in the breeze. Intelligent yet cripplingly shy scholars, inexperienced in the ways of love. Once, even a pirate.

Sweet Celestia, hadthat been an awkward evening.

Yet all of them, even the pirate (especially the pirate), had bored her in the end, their manners too boorish, their behaviours nothing like what she had been led to believe they would be like from her large collection of romance novels.

Fluttershy, in stark contrast, had been kissed only twice. The first time was in Cloudsdale kindergarten; she and a colt whose name she could not even remember having randomly decided that they were a couple and shared a single smooch before getting into an argument whether to play Batmare or hide and seek. The second time had been in high school; a cute young mare with a pierced eyebrow having flirted with her at a party. The evening had ended with the two alone in a dark classroom, kissing and fondling. Fluttershy had nearly been unable to sleep that night, her heartbeat utterly refusing to slow down. She had felt a joy unlike anything she had thought possible, at least until next morning, when the kiss turned out to have been a dare between the mare and her friends; a bet where the loser had to make out with the creepy, awkward loner. The experience had taught Fluttershy two important things; she really loved mares, and she should stay away from physical contact with ponies for the rest of her life. Regardless, she was fairly certain that neither kiss counted.

What the two felt now, however, was unlike anything either had experienced before. When they finally broke the kiss both of them were reeling, incredulous and astonished expressions on their faces.

"Did that...?" Rarity squeaked.

"I... think it did..." Fluttershy replied after some hesitation, not entirely certain she had not just hallucinated the last one and a half minute.

"But I'm not..." Rarity's voice trailed off, her mind swimming and making the process of finding words all the more difficult. "Y'know.... a... f-fillyfooler."

The pegasus stared at her, genuine confusion on her face. "You'renot?"

"No! I mean... I wasn't?" Rarity asked, half expecting her friend to be able to answer.

Her friend?

Was that even the proper term anymore?

"But you are now?" asked Fluttershy, hesitantly, worried that she had made Rarity do something she was not comfortable with.

"Yes? I mean... Maybe? I mean, I don't know, it felt good, I, I..."

"Rarity." Fluttershy interrupted her. "Do you... want to do it again?"

There was a lengthy hesitation, before the unicorn finally nodded. The two leaned in to kiss once again, at first gentler, not quite so frantic and desperate, but mere seconds later their tongues were once again against each other, Rarity all but falling into the bathtub trying to get closer to her... friend? Lover? She moaned in frustration, deciding that terms and labels had to be defined later. Preferably much, much later. Eventually, however, the kiss had to cease, if for no others reason than to allow the two to breathe. Panting, even drooling, Rarity had to admit something to herself.

"Well, buck," she said with her frow burrowed. "I guess I'm a fillyfooler."

"Is it bad?" Fluttershy asked, hoof in the unicorn's now fairly ruffled mane.

"No... It was... It was good." Rarity said, immediately shaking her head. "No, it was amazing. Aaargh! Celestia, it was incredible!" Rarity dipped her head under the water, screaming as loud as she could and creating a burst of bubbles around her face. When she finally looked up her mane was soaked and her makeup, meticulous and perfect until just a few seconds ago, was now a smeared mess. She chuckled, and Fluttershy could earnestly not tell whether it was bitter or joyful.

"Rarity... I... Have another request..." Fluttershy whispered. Rarity immediately perked up

"Yes, of course!" She whispered back, hooves trembling, her eyes pleading. "Anything..."

"Can you, uhm..." Fluttershy writhed uncomfortably, wrapping her wings around herself as a faint shudder went through her body. "Can you get me a bathrobe? The water is getting really cold!"

· · · • • ◇◇◇ • • · · ·

Fluttershy returned home to her animal friends decidedly later than she had planned, and her normally peaceful cottage was in an uproar. Upon not receiving his daily portion of freshly picked carrots from Fluttershy personally, Angel had of course thrown a tantrum and instigated what could only be described as a riot among the other critters. Dinner, however, though very much delayed, effectively quelled the rebellion, and once they were all full, they had assisted their pegasus caretaker in cleaning up. Sometimes she could not help but wonder why her serving dinner was so important, as Harry the bear was more than capable of serving himself and the other animals food. But routine, it seemed, no matter how irrational, was a powerful force. Her home once again quiet save for the low snoring from animals napping in all their favorite spots, Fluttershy could finally lie down in her bed, alone with her thoughts. She had a lot to think about.

The two had spent the evening talking, and kissing, and drinking wine, and kissing, and gossiping, and kissing. And kissing. There was, as of today, no denying it anymore. Things had changed between them, in a very fundamental way. When they parted for the evening, Rarity had placed a single kiss on her cheek, and uttered five words that had caused Fluttershy's heart to skip a beat:

"I think I love you."

"I think I love you too." Fluttershy repeated her reply to herself as she gazed up at the ceiling. Her bedroom was shrouded in darkness save for the moonlight shining in through the window, only faintly illuminating her immediate surroundings. It mattered little; her mind was already overstimulated enough as it was. She considered the safe, comfortable routine that her animal friends valued so, and how what she had come to consider routine during the last few months had come to a very definite end.

It all happened so fast, she thought to herself.One moment everything is normal, and the next everything is completely different. Sometimes things change so quickly! Or some dumb cliché like that. Except that's just buckin' horseapples as Applejack says. Things don't change quickly. They never do. Sometimes you just don't realize that they have been changing for a long, long time.

Somewhere along the line, simple excitement and enthusiasm at giving and receiving commands had turned to shared lust. A mutual trust had turned into an intimate understanding of each others desires.

Most importantly, friendship had turned into love.

Fluttershy could not help but wonder at what point those things had finally shifted over into their new forms, when their minds had subconsciously decided that their reason for meeting was something altogether more complicated than simple assertiveness lessons.

Before she knew it, she had drifted into a deep slumber.

Author's Note

In the next chapter: Applejack becomes depressed after she dyes her mane purple and absolutely nopony even notices.