To Soothe the Neurotic Beast

by zepz

Chapter 5

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Fluttershy returned to Ponyville, and made a beeline for the Carousel Boutique. She knew that Rarity would be hungry for details. And, truthfully, she needed the emotional support after committing to this new course of action.

Rarity met her at the door, ushered her to a sofa, and eagerly demanded a full recounting. Fluttershy sat, and obliged—albeit with some discomfort. Meanwhile Rarity bustled about, cleaning and adjusting the outfits on display. When Fluttershy had shared Luna's recommendation, Rarity's first response was skeptical.

"Are you absolutely positive you wish to do this? You are... well, not the most outgoing of ponies," she said, concern writ across her features.

Fluttershy took a resolute breath. "I am. Luna was right. Twilight needs somepony that she trusts. And out of all our friends, I think I probably have the most, um. Experience. With anxiety. Even if Twilight ends up saying no to anything more... um. Intimate. I think I'd still be able to help her."

Rarity paused. "Well. You are not the only of us with a history of battling anxiety. There is Pinkie. We mustn't forget her birthday incident."

Both of them considered that in silence for a moment.

"But she's very..." Fluttershy began.

"...very Pinkie," Rarity finished.

Fluttershy nodded.

"But Fluttershy!" Rarity clopped her hooves. "I am surprised at your daring! Wearing some nice socks is one thing, but to agree to this is quite the step."

"Um." Fluttershy "I also wore the tail bow."

Rarity stopped clattering about the shop's display cases, and turned to face Fluttershy completely. Without taking her eyes off the pegasus, Rarity flipped the boutique's sign to Closed! Apologies, dears! and took a seat across from her.

She spent several very long moments not speaking. Instead, she peered at Fluttershy. First, she tilted her head one way, and then another. She propped her chin up on one hoof, and narrowed her eyes. She turned her head away slightly.

Then, her eyes widened and she gasped.

"Fluttershy! My dear! No!" But she was smiling.

"W-what? What is it?"

"You!" Rarity pointed at Fluttershy, her expression growing more animated by the moment. "You have a crush on Twilight Sparkle!" Abruptly, her face went blank. "Oh, my goodness. We have to plan. We have to get this just right. Fluttershy!" She lunged across the gap between them and seized Fluttershy's face in her forehooves.

"Meep?" Fluttershy managed.

"This must be perfect," Rarity whispered.

Fluttershy shook herself free of Rarity's grip. "Oh, Rarity, be serious!"

Rarity drew back. "Fluttershy," she said, her tone now absent of any playfulness. She stared Fluttershy dead in the eye. "I have never been more serious in my life.

"You, my dear friend Fluttershy, are pining for my other similarly-dear friend Twilight Sparkle." Rarity's expression grew pained. "Oh! Twilight, who is suffering! Twilight, who desperately needs your touch, though she does not yet know it!"

"Um."

"Fear not!" Rarity cried, thrusting one hoof into the air. "I will help—neigh! I must help! For what if that amour that stirs in your heart is the ember of true love? Darling!" Rarity sprang to her hooves. "I simply must help kindle that ember into the flames of passion!" She raced out of the room, and up the stairs. "Come, Fluttershy!" she called, voice fading. "We shall make you perfect! Wah ha ha ha!"

"Um!"

Fluttershy was beginning to have second thoughts.


Fluttershy looked up at the newly-installed curtains that now concealed Twilight's bedroom from the rest of the library. The curtain rods had been simple enough to install, and Rarity had found a lovely set of deep maroon drapes that were just the right size.

Finding the right time and day to sneak into the library and install them had been a simple matter of acquiring a copy of Twilight's schedule. A touch of gemstone-based bribery had been more than sufficient to that task.

Fluttershy trotted over to the window and opened it a crack, smiling at the cheery mid-morning sunshine streaming in through it. A pleasant breeze drifted in, carrying with it the sounds of bustling Ponyville.

She climbed onto the bed, and spent a few moments arranging herself. After her dramatic declaration, Rarity had spent a sleepless night furiously spinning inspiration into apparel. Now, several days later, Fluttershy was attired in what could—if one was being particularly generous—be called clothing. There was scarcely enough fabric in the entire outfit for a single scarf.

As Fluttershy settled in to wait, she did her best to calm her nerves. There was little danger of somepony else interrupting. Spike had been loaned to Rarity for the day, and allowed the rare treat of a sleepover. Their friends had all been advised that Fluttershy and Rarity had a plan to help Twilight, and that they should avoid the Golden Oak for the day. There was, of course, no guarantee that they would, but at least Rarity and Fluttershy could say that they'd tried.

Fluttershy downed two of the potions given to her by the apothecary, and took a deep breath.

If Twilight stuck to her schedule, she wouldn't be long.


Twilight Sparkle heaved a great sigh as she trotted around the bend.

She was relieved to be headed back home to the safety of the Golden Oak. She had just spent the morning doing some necessary shopping in the Ponyville market, which had been a tense affair.

But what hadn't been, lately?

Ever since her 'little problem', as she'd taken to calling it in a fit of frustrated irony, had begun acting up, everything had been complicated. She had been fortunate to dodge any embarrassment today, but lately, it had been hard to relax.

Every social interaction felt like a minefield, and the consequences for failure were—she shuddered—too terrible to contemplate. The closest she had come to a true meltdown in public had been earlier in the week when she'd been out on a walk with Fluttershy.

And that was something that she still had to find some way to apologize for. Unfortunately, neither her own knowledge, nor that of the etiquette books that she had consulted had anything to say on the matter of "accidentally ejaculating upon a friend".

Much less with a penis whose existence one was attempting to conceal.

She sighed, and forced those thoughts away. She was almost home, and could spend the afternoon restocking her kitchen, preparing a simple lunch, and then maybe just... existing. Rarity had been kind enough to offer to host Spike overnight, which Twilight was immeasurably grateful for. While he hadn't said anything, Twilight could tell that he was beginning to grow suspicious of her repeated washing of her bedsheets.

She pushed her way inside the library, and felt something inside her uncoil. She let out a quiet breath, and set her groceries down on the table at the center of the ground floor, then stopped.

Something was different.

Her subconscious had noticed something was strange, but her conscious mind hadn't processed it yet. She froze, and gazed around slowly, waiting for her mind to put the pieces together.

The bedroom loft. There were curtains concealing it from the main floor. Those... hadn’t been there this morning. She peered further up. The curtain rails were simple, held in place by the friction of either end being pressed into the pillars at the ends of the loft's cutaway. Easily installed in a hurry, and required no special tools.

She relaxed. While it wasn't impossible (this was Ponyville) it was unlikely that anypony had broken into her home to redecorate with ill intent. In fact, it was probably...

"Pinkie Pie! If you decided that I should have some new curtains, I wish you'd told me first!" she called out.

She rolled her eyes as no answer came, and resumed putting her food away where it belonged. Pinkie was probably waiting to surprise her when she went to go inspect her new bedroom decorations. Well, she would oblige, but she would do it on her own time. She'd had enough anxiety lately, and if she didn't have to worry about her food spoiling (or, if she was being honest with herself, simply being untidy), that was a win.

Finally, everything was neatly tucked away where it belonged. Twilight stepped away from the hearth, and turned to look up at the curtains blocking her view of the bedroom loft. In truth, she was a little surprised that she hadn't been jumped by now. Pinkie was many things, but patient was not one of them. There was no giggling, or whispered shushing. A trickle of doubt crept into the back of her mind.

Twilight shook it away, and began climbing the stairs. Even if it wasn't Pinkie, she couldn't imagine anything bad awaiting her.

"Pinkie?" she called when she was halfway up, "I'm coming up!"

The stairwell followed the curve of the tree's natural shape, and the bookshelf on the left concealed the bed until one was at the top of the landing. As such, she had absolutely no time to prepare for what awaited her.

She emerged from the stairs into her now-curtained-off bedroom and was met was a vision of shocking loveliness.

Fluttershy lay upon her bed, stretched languidly across it like the pin-up model on the cover of some saddle-ripper romance novel. Her mane had been plaited into a single, tight braid, and a length of rich, forest-green ribbon had been woven into it. A matching set of lacy black stockings adorned each leg, expertly tailored to be just the tiniest bit too tight. The resulting emphasis on Fluttershy's long willowy legs was enough to leave anypony breathless, but the way the stockings subtly emphasized her curves where they ended was simply jaw-dropping.

Unlike her mane, Fluttershy's tail had been allowed to remain in its full, luscious, glorious form, and was spread across Twilight's covers in a cresting wave of pale rose. It was glossy, and straight, and perfect and naturally drew the eye to the true pièce de resistance. At the base of her tail, wrapped scandalously around the very base of her dock, was a delicate bow in pale green. The tails of the bow trailed away from Fluttershy's rear, mixing and contrasting with the fan of pink spread across the bed. The bow itself forced her tail slightly upward and out of its normal resting position—a whisper of hidden things.

And finally, at the very center of the bow's knot, and only barely visible from where Twilight was standing, was a single perfect, brilliant star ruby. Perfectly round, the color of arcane fire, and angled precisely to gleam in the sunlight, it took the bow's whisper of hidden delights, and transformed it into a promise.

"Hello Twilight," Fluttershy said. "Please come inside."


Fluttershy had come within a hairsbreadth of bolting when Twilight had called up, and mistaken her for Pinkie Pie. It would have been easy. Snatch up her saddlebag, open the window, fly into the foliage of the library tree, change out of the clothes, and nopony would be the wiser.

Instead, she had taken a deep breath, closed her eyes, and pictured the look in Twilight's eyes from the woods the other day. But not the look of shame and horror. That had been the last expression.

No, what Fluttershy remembered was the look of rapture, and what had followed it.

The look of arousal.

She'd had plenty of time to reflect on that moment in the woods, over the past several days. When she'd finally realized what exactly that look had meant, she'd felt like she'd bucked a thundercloud.

What would have happened if she hadn't said anything to Twilight? Would Twilight have crept closer, until she was directly atop her prone pegasus friend? Would she have leaned down and bitten Fluttershy's neck to hold her in place? What would it have felt like?

So Fluttershy shivered, squeezed her thighs together and stayed on the bed.

She stayed as Twilight rattled and shuffled around downstairs.

She stayed as Twilight called out that she was coming up.

She stayed as Twilight crested the stairs and stopped dead at the bedroom's entrance.

And she studied Twilight's face carefully, to see if she could catch a glimpse of that same need that she'd seen before.

She wasn't prepared for the unguarded moment of naked adoration, however, as Twilight's eyes swept across her body, widening as they went.

Then, the rest of Twilight's brain caught up and every other emotion fled her face, save terror. Fluttershy knew that she needed to prevent her from bolting. So, she made sure to use her softest, gentlest voice. The one that she saved for frenzied, hurt animals backed into a corner. The voice she used to talk them out of a terrified, spitting, biting panic.

"Hello Twilight. Please come inside."

Fluttershy watched Twilight's reaction carefully. This was the most critical instant. If she was going to bolt, she would do it now. But Fluttershy had carefully planted herself in the heart of Twilight's den, and she had nowhere to bolt to. The alicorn realized that on some subconscious level, so now, before the panic had time to set it...

"It's okay. I know why you've been having problems lately. I'm not upset. I want to help."

She kept her voice gentle and inviting, her tone even. Some of the animal terror vanished from Twilight's body language, but tension still lined her face.

"Come sit down, please? I promise I'm not upset."

Twilight took a single step forward, and Fluttershy gave her a gentle smile.

Then, she stopped, and Fluttershy held her breath.

"Wait," Twilight said. "How do you know what I've been having problems with?"

Fluttershy bit her lip. She had forgotten that she was dealing with another pony for a moment, and wasn't prepared to answer questions. "Um. I uh, figured it out..."

Twilight blushed. "Oh. After our trip into the Whitetail Woods the other day. I suppose it was kind of... obvious after that, huh?"

"Well, not just that," Fluttershy said. "The rest of us have noticed you acting strange for a few weeks now. When I invited you to walk with me, I was trying to confirm it."

Fluttershy's explanation brought a brief smile to Twilight's face. That sounded suspiciously like experimentally verifying a hypothesis. Somepony had been listening to her after all! "But then— wait. The socks you were wearing. You wore those on purpose?!"

Fluttershy blushed, and nodded. "I knew I had to make myself pretty enough to, um, 'distract' you somehow, and that seemed like the easiest way to do it."

Twilight took another step toward the bed, and cocked her head to one side. "Socks... a lot like you're wearing now, in fact. And a bow again, too." Her eyes slowly widened. "Fluttershy... how exactly are you planning to help me with my problem?"

She'd been hoping to have this part of the conversation later but, well, in for a bit, in for the bag. "I spoke with Luna. She explained that you're basically going through alicorn puberty right now, and you're very, um. Pent-up."

Twilight's nostrils flared, and she scraped a forehoof against the floor. "You talked to Luna about this?"

Fluttershy flinched backward, then rallied. She drew herself upright. "Yes. And when I got back, I talked to Rarity too, because I needed help. Luna suggested this, and Rarity helped. But nopony else knows what I'm doing."

Twilight shook her head and retreated a step. "So what? What exactly is the 'solution' that the three of you have cooked up for me?" Twilight's wings flared and she drew herself up. "Dressing you up? Planting you in my bed like some kind of who—"

"TWILIGHT!"

Twilight jumped. Fluttershy's expression was thunderous. The pegasus sprang upright, stepped off the bed and marched across the bedroom toward Twilight. Twilight retreated until her back was pressed against the bookshelf opposite the bed, but Fluttershy kept coming until she was nose-to-nose with the alicorn.

"Before you finish that sentence, I want you to answer something for me. Do your friends care for you?"

Twilight found herself matching Fluttershy's gaze. Fluttershy's eyes were the color of a stormy sea reflecting roiling thunderheads. Twilight looked deep into them and found that she couldn't look away. She swallowed.

"Well, yes, but—"

"Good. Now, do you think Luna cares for you?"

"O-of course! I just—"

"Good. Because we do, and she does. Do you think there's any chance I would doing this if I it wasn't my choice? Your friends love you, Twilight," Fluttershy said, poking Twilight in the chest. "Luna loves you." Another poke. "I love you." A harder poke. "Watching you struggle like you have been these last few weeks has hurt! We just want you to be h—" Fluttershy's voice hitched, and she swallowed. "—happy."

As Fluttershy finished her piece, she pulled back slightly, and gave Twilight room to breathe. As she did, she saw that Twilight was looking at nothing, her breath coming faster.

In the smallest voice that Fluttershy had ever heard from her, Twilight spoke.

"m'sorry."

Her expression began a slow collapse inward. The corners of her mouth turned down. Her lips quivered. Her eyes widened, and grew bright with tears. And then, it all crumpled at once as she shut her eyes tightly and wailed. "I'm sorry!"

Fluttershy gasped, and flowed forward. She wrapped both forehooves and wings around the weeping alicorn, and Twilight wasted no time in clutching at the pegasus. Like a drowning mare, Twilight held on for dear life and buried her face in Fluttershy's neck, wracked with huge, choking sobs.

"It's okay," Fluttershy whispered. "It's okay, it's okay, it's okay. I know you're afraid. I'm sorry too. It's okay." She kept up a litany of whispered reassurances, and rubbed circles against Twilight's back.

Too harsh. She had been too harsh. She had been shocked at the venom in Twilight's voice, in what she had been about to say. In the disgust in her voice at the idea. Fluttershy had been offended on behalf of every mare or stallion that worked in that ancient profession, and disappointed in Twilight for her attitude. And... she had retaliated.

And, as somepony so unfamiliar with going on the offensive, she had overcompensated. Too late, far too late, Fluttershy remembered a discussion from some time ago with Twilight. A quiet late-night chat, just Twilight, herself, and Pinkie. Twilight had admitted, shamefaced, that she had been uncomfortable with Soft Comfort at the party that Pinkie had thrown for the mare the previous week.

Twilight had explained that, in Canterlot, the upper crust looked down upon such ponies. She had gone on to explain how ashamed she had been at her own discomfort once she'd had a genuine conversation with Soft Comfort, and gradually realized how absurd her acquired prejudice was. She had begged her friends for their patience, as she began the long process of finding and rooting out all such attitudes.

And in a moment of fear and shock, the alicorn had fallen back on old patterns. That did not excuse it.

But... Fluttershy understood it.

Twilight was not perfect. And when she had realized what she had said, what she had thought... Fluttershy had seen it in her eyes. Twilight was ashamed.

The pair of ponies spent long minutes just holding each other until, eventually, Twilight's tears tapered off to an ugly, hiccupping end.

Without raising her head from Fluttershy's neck, Twilight spoke. "I'm sorry. I never should have said that. Or implied it was wrong of you. I've just been so tense. So scared." She drew a shuddering breath. "At first, it wasn't a problem. Celestia explained that I had some new additions to my body, beyond just the wings. I was fine with it. Excited even. Wouldn't it be wonderful to be able to experience something new?" She hiccupped again, before continuing.

"But then it got more and more distracting. Pretty mares. Handsome stallions. Stray thoughts. Eventually even faintly yonic rock formations were enough to..." she gulped. "To make it hard. And once it was... it was impossible to focus." With another sob, she continued. "Even spending time with you girls was hard—" she cut herself off with a wild, muffled laugh. "Hard! Ha! B-but it was. Because no matter how much spending time with all of you helped make me feel less... alone... I almost always ended up fantasizing about you all."

Fluttershy ran her primary feathers up and down Twilight's back. "Oh, Twilight. I wish you'd come to us. We never would have judged you for that." Fluttershy paused, thought for a moment, then amended her statement, "Well, okay. Rainbow Dash probably would have teased you, and both Pinkie Pie and Rarity would have been inappropriately excited for different reasons. But," she said, gently lifting Twilight's face from her neck, and holding her gaze, "we never, ever would have thought you were a bad pony for it."

Some mares were pretty criers. They could weep gently, and their sorrow would make them somehow beautiful, untouchable, ethereal. Their sadness would elevate them to something more than mere pony.

Twilight was not one of those mares. Her eyes were bloodshot. A line of dark, mussed fur between her nostrils and mouth were evidence of dripped snot, and all the fur around her eyes was damp and sticking up in wild directions. Her mouth quivered, and another few silent tears followed the trail left behind by their predecessors.

"You're right. I should have come to all of you right away. I was just so ashamed. What kind of friend fantasizes about their friends like that?"

Fluttershy paused. Her next words were slow, careful. "Well... I'm pretty sure it's more common than you think. And I certainly don't think you're a bad pony for it."

Twilight looked at Fluttershy, her eyes focusing on her for the first time since she'd begun crying. "Really?" she asked, her voice so full of hope that Fluttershy's heart broke.

Fluttershy cupped Twilight's chin with one wing. "Yes, really. Twilight, I agreed to do this because I've had a crush on you for some time. Which... to be honest, I hadn't realized until Rarity pointed it out to me." She ducked her head in embarrassment. "But it's true." She looked back up at Twilight, and locked gazes with her again, willing her to understand with her expression alone. "I admire you. You're brilliant, you're courageous, you're a natural leader, and. Um."

Twilight's eyes had grown very wide, and she was staring at Fluttershy as if she had never seen her before. "And?" she breathed.

Fluttershy squeaked. She kept her wing cupping Twilight's chin, but hid her face behind her forehooves. "Andi'vethoughtyouwereveryprettyforalongtimenow."

"Uh, come again?" Twilight said, blinking.

Fluttershy took a deep breath and peeked out from between her hooves. "And I've thought you were very pretty for a long time now." When Twilight didn't laugh at her, she found the courage to continue, and moved her hooves to Twilight's shoulders. "I think you're beautiful. That's why I'm here now. You need help coming to terms with this new part of yourself, and I'd like to help you do that. If... that's okay with you."

"Even though it, uh... on you already, earlier?"

"Even then," Fluttershy said. She bit her lip, and looked up at Twilight with hooded eyes. "Maybe even especially then."

Twilight's eyes went, if possible, even wider than before. "Then that means... you want to... with me?" Her voice rose to a squeak. "Together? "

Unable to speak herself, Fluttershy nodded. She took one more breath to work up the courage to ask the question properly, and caressed the side of Twilight's face with her wing. "Yes. Twilight Sparkle. I would like to have," she blushed, and paused. "To have—" she tried again. She squeezed her eyes shut and bulled forward. "I would like to have sex with you!"

She and Twilight were so close, that she felt Twilight's gasp, and heard the sharp thwap! as the alicorn's over-large wings snapped to full extension in an instant.

Twilight, sounding shell-shocked, simply said, "Yes. Yes please."

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