Ponyville High School.

It was a step down from when she had gone to the old private school back in Canterlot. But now, Twilight Sparkle, a teenaged Unicorn, was going to resume her studies here in Ponyville. In a public school.The high school itself was smaller, plain-looking, and was three stories tall.

It was around 9:15 or so, classes started at 10, so Twilight had some time to kill before she had to venture off to her classes. She had her saddlebags on her back with her materials, all of them (she triple checked), and was ready for her first day in a new school. At least, academically. Socially, she wasn't so certain.

"Well...at least the work load will be a breeze...but then that means no challenge," Twilight sighed to herself, entering the building's front doors. "Great...as if I won't get ostracized coming in during the middle of the semester."

Upon entering the front doors, the teenaged Unicorn encountered another teenaged mare, almost instantly. She was an Earth pony with a bright pink coat, a dark pink mane and tail, which were both VERY poofy, and three colorful balloons decorating her flank.

"Uh...hi..." Twilight said awkwardly, approaching her. "Listen, do you know where I can find the Principal's Office?"

The pink mare blinked at Twilight. Then, she jumped up, gasping LOUDLY, and galloped away quickly.

"Hey! Wait!" Twilight called after her, and groaned, "...Great, I'm already making such a GOOD first impression."

She trotted along the hallways, passing by many teenaged ponies. Then she came to the gym, where before classes began, some ponies were practicing some sports.

A basketball bounced toward her, rolling against her leg. "Hey!"

"Yo, horn head! Pass it, will ya?!" Called a cyan Pegasus, flying around a basketball hoop. Her rainbow mane and tail whipped around as she flew. A rainbow-colored lightning bolt was visible below her basketball jersey.

"Um...okay," Twilight awkwardly rolled it back to her with a push of her hoof. "Hey! My name isn't horn head!"

"No, but you've got a horn ON your head, don't you?" Smirked the Pegasus, swooping down and picking up the ball. "So! You must be new around here, what's your name?"

"I'm Twilight Sparkle, and yes, I'm new here," Twilight told her. "Your name must pertain to a rainbow, I bet."

"You bet right!" The Pegasus flew over to Twilight, landing before her. "The name's Rainbow Dash! Fastest flyer and greatest athlete of Ponyville High!"

"...Right...Rainbow Dash..." Twilight repeated, awkwardly. "So, do you know where the Principal's Office is?"

"Sure." Rainbow Dash nodded. "Go out the doors, down the hall and hang a left. Then go past the cafeteria, hang a right, and the Principal's Office is at the end of the hall."

Relieved, Twilight managed to smile. "Great, thank you very much."

"Incomin'!!!" Yelled another voice.

A dodge ball struck Twilight's side.

"Owwww!!"

"Aw shucks, sorry 'bout that!" An orange Earth pony with a blonde mane and tail tied back with red hair scrunchies came running. "Ah wasn't payin' attention to where Ah was throwin' that!"

"N-No harm done..." Twilight grunted, rubbing her side with a forehoof. "I was just about to leave, though. I need to get to the Principal's Office."

"Yer new here?" The Earth pony grinned, "Ah thought so! Y'all don't look ta be from around 'ere! Ah'm Applejack! Mah family owns Sweet Apple Acres, and Ah'm tha best athlete in this here school!"

"No way!" Rainbow Dash zipped over, the basketball tucked under her foreleg. "I'M the best athlete in the school!"

"Oh really?" Applejack smirked playfully, "Ah seem ta recall ya bein' lazier than a turtle!"

"You wish!" Rainbow Dash sneered. "You couldn't nail a hook shot off the broad side of a barn!"

"Uh-huh. Y'all can't handle the heat, there ain't enough nap time!"

"Wanna bet?! I challenge you to a game of HORSE, right here, right now!"

"Yer on!"

"...I'll just be leaving..." Twilight turned and walked away from the competing ponies, slowly leaving the gym.

Trotting just past the gym was a white Unicorn with an elegantly-curled dark violet mane and tail. A pair of red glasses were perched upon her snout, and three blue diamonds decorated her flank. She noticed Twilight almost immediately.

"Oh! Why, hello there! Are you new?" Asked the elegant Unicorn.

"Um...yeah, I was just...on my way to the Principal's Office. My name's Twilight Sparkle," Twilight smiled awkwardly.

"It's lovely to meet you, Twilight!" The other Unicorn smiled and extended her hoof, levitating a pile of fabric and other sewing supplies with her magic. "I'm Rarity! Welcome to Ponyville High School!"

"Well...thanks...Rarity," Twilight extended her hoof also, shaking it. "So...what's all that you have there?"

"Oh, I was on my way to Sewing class!" Rarity explained, her sapphire eyes sparkling. "I'm going to become Ponyville's greatest fashion designer, someday!"

"Oh, I see...well, that's good you're working hard to achieve it," Twilight smiled a bit. "I'm sure you're very good!"

"Indeed, I am!" Rarity beamed with pride. "You really should stop by the classroom, so I may show you my work!"

"Really? Well, okay! I guess I could. After I see the Principal, I'll find my way to it, then," Twilight nodded.

"Do you need some help finding the Principal's Office?" Rarity offered.

"I did get directions, so I do know where to go..." Twilight said, looking down a bit. "Um...but I guess if you wanted to go with me..." She felt a little too weird about refusing her offer.

"Certainly!" Rarity nodded agreeably. "I'll be passing right by it, anyway! Come along, then!"

"Okay," Twilight said, and walked alongside the stark-white Unicorn. "So, I guess it is kind of nice here," She noticed a creamy yellow Pegasus with a pink mane and tail sitting by the gym doors, staring into the expansive room with an unreadable expression on her face. "...What's wrong with her over there?"

"Who?" Rarity looked where Twlight was looking. "Oh, Fluttershy? Just between you and me, Twilight, dear...there's somepony in there she'd like to talk to, but she simply can't seem to muster up the courage."

"Oh...she can't?" Twilight blinked, and looked around a bit before whispering. "...Is it a crush?" She knew this from sometimes knowing other Unicorn mares who crushed on stallions but had no courage to approach them.

"Not exactly..." Rarity frowned, and then beckoned the other Pegasus over. "Oh, Fluttershy~ Come and meet the new student!"

The said Pegasus squeaked, as if afraid. But she wandered over slowly, following them shyly.

"Hello, I'm Twilight Sparkle. You must be Fluttershy?" Twilight said awkwardly, smiling a little.

".....Yes," Fluttershy said in a tiny voice.

"Fluttershy, Twilight is new to our school," Rarity explained. "Would you be a dear, and show her to the Principal's Office?" She turned to Twilight. "Fluttershy knows the school like the back of her hoof. If you need to know where to go, then you can always ask her for help!"

"I'll keep that in mind," Twilight smiled a bit.

Fluttershy nodded a bit, following alongside the two Unicorns. "Yes...I'll...h-help you..."

"So, Twilight! Where are you from?" Rarity asked politely. "Enquiring minds want to know."

"Oh, I'm from Canterlot, actually," Twilight shrugged.

"Canterlot?!" Rarity's eyes sparkled. "Oh, I've always DREAMED of living in Canterlot! Oh, you simply MUST tell me all about it!"

"Well, I guess I could...I...went to the Royal Academy for Gifted Unicorns..." Twilight said awkwardly. "It's, well, it's big...there's a lot of ponies there, it's all fancy and pretty. I don't know, I never really had the chance to talk about it. There is a lot of history behind it all, which is fascinating to read about and see in the museums."

"That's lovely..." Fluttershy smiled a bit.

"It sounds magnificent..." Rarity gushed, hanging onto Twilight's every word.

"Well...anyway...we moved here because my parents were transferred and they wanted to live in more...simple place, I guess," Twilight shrugged. "I guess I can bring pictures sometime."

"Oh, please do!" Rarity smiled. "We'd love to see them! Wouldn't we, Fluttershy?"

"...I suppose that'd be nice..." Fluttershy said with a little shrug.

"Okay, then," Twilight cleared her throat. "So, I take it you two are friends?"

Beaming, Rarity nodded as she gently nudged Fluttershy, "Why, yes we are! Best friends, in fact! Right, darling?"

Fluttershy smiled a bit and nodded, "We are, yes. We go to the spa on weekends, too. Do you...go to a spa...Twilight?"

"Um...I went a couple times, I guess," Twilight shrugged.

Rarity threw a foreleg around Twilight's shoulders. "You simply must come along with us, Twilight! The spa here is delicious, if I do say so, myself!"

"Gosh, I don't know, I..."

"Well...we would like you to join us....that is...if you want to..." Fluttershy said a bit awkwardly, looking at her sweetly yet shyly.

Twilight gulped. She couldn't say no to that face. "Sure, I'll come..."

"Wonderful!" Rarity clapped her hooves, delighted. "You're going to love the spa, Twilight! And we're going to be the best of friends, you and I!" At a slightly hurt look from Fluttershy, she corrected herself, "As Unicorns, that is."

"Oh, okay," the pink-maned Pegasus nodded, looking away.

Twilight looked toward the Pegasus, considering something. She didn't want to pry into her private business, but she was very curious. Especially since such a sweet, kind pony seemed to be affected by it. That was sad, to see somepony who was so sweet feel so saddened by something. If anything, she wanted to help her. It was just something she liked to do, solving problems.

What could hurt in just asking about it out of curiosity?

Clearing her throat, Twilight spoke up, "So Fluttershy...I don't mean to pry, but...who exactly were you trying to talk to earlier? I mean, I noticed, and was curious."

Fluttershy squeaked, and sighed a bit. "...It's a very long story. But...I was trying... to....to..."

"It's all right, dear." Rarity patted Fluttershy's shoulder. "Go on and tell her..."

"Well,I mean, I'm sorry if I'm prying, I guess I...never really did this before, either, and sometimes my curiosity gets the better of me," Twilight admitted sheepishly.

"Oh...I see," Fluttershy looked away a little. "Well...I saw you talking to her when I got there. ...It's Rainbow Dash."

Admittedly, Twilight was surprised at this revelation. Not that she would rule it out completely, she just simply hadn't expected it. "Rainbow Dash? Really?"

"They used to be best friends as fillies..." Rarity explained, frowning sadly. "But Fluttershy always wished they could be something more, but never had the courage to voice her feelings to Rainbow Dash."

"...It's true," Fluttershy said in a soft voice.

"...You like mares?" Twilight's eyes went wide, not just at this reveal, but also at how strange it was that somepony as meek but sweet as Fluttershy would actually fall in love with somepony who was brash and competitive like Rainbow Dash, "Wow, I never...actually met anypony like that. Not that I know of, anyway! Um, but that's okay! I don't mind that...so you...wanted to be more than friends?"

"Yes..." Fluttershy looked over her withers for a moment, and then straight ahead. "I never had the courage to tell her....for a few reasons, really. And then...she made some new friends...and barely made time for me at all."

"It really was tragic..." Rarity sniffled, tears welling in her eyes. "Such a beautiful friendship, they had! And then...it all came crashing down..."

"What happened?" Twilight queried, feeling a growing sympathy.

"...I was jealous," Fluttershy admitted softly. "And I was sure she didn't want to see me anymore...then again, who would? All of her friends were cool, fast, daring...and could keep up with her. Me? ...I couldn't. I was nothing like her. It was no wonder she didn't care about me. So when she invited me to a party with her friends...I didn't go."

Twilight frowned in contemplation, "Well....gosh, that's kind of harsh."

"Indeed, it was." Rarity sniffled. "Fluttershy couldn't even face Rainbow Dash after that. So she told her...well, she told her..."

"I....told her that if her new friends were so much better for her than I ever was, that we shouldn't be friends anymore," Fluttershy admitted tearfully. "...And then I ran off."

Twilight stared with wide eyes, taking this in. Here were a couple of ponies she never met, and yet, they were sharing such a tough time with her. Like they'd...known each other a long time. It was slightly disconcerting, as only Shining Armor or Cadance were this close to her. She even then couldn't help but feel sorry for Fluttershy.

"Well....I'm sorry that happened...Fluttershy. But I guess you could have handled it better."

"I know, I should have!" Fluttershy sighed, looking down, "...I'll never forget that shocked, hurt look on her face..."

"It was dreadful, indeed." Rarity murmured. "As for Fluttershy could have handled it better...you see, Twilight, my darling Fluttershy is quite insecure, and is unable to handle confrontations very well. So that has rendered it quite difficult for her to approach her once-best friend, regretfully." She then lowered her voice to a whisper, so only Twilight would hear her. "As for Rainbow Dash, she's too strong-headed and proud to admit that she may be in the wrong, and refuses to meet in the middle, I'm afraid."

"Oh..." Twilight frowned a bit, and nodded as she took in the information. "So, both of them are fault for one reason or another, yet they're both caught in the distress of it, and then they both have some kind of issue with approaching each other. Pig-headedness and shyness. Did they...ever speak after that?"

Hearing the question, Fluttershy answered. "We did. ...But we argued...it was during gym class, and everything we said escalated into arguing. ...I eventually ran out of there and into the bathroom.... It was awful...we'd never argued like that. But oh...I..."

"You what?" Twilight prompted.

"....Never stopped loving her." She admitted, looking down again.

"Even to this day, Fluttershy still loves Rainbow Dash," Rarity murmured sadly, patting the creamy yellow Pegasus's shoulder. "But she can't bring herself to admit it, for fear of being shunned, or worse, finding that Rainbow Dash belongs to another."

"It's true. I don't even know if she likes mares." Fluttershy admitted.

"Wow..." Twilight looked at Rarity, whispering. "Does she?"

"I haven't the slightest, darling." Rarity shook her head.

"I see..." Twilight turned to Fluttershy. "Well...if you two do manage to patch things up, I think you should be honest with her."

"WHAT?!" Fluttershy screeched, eyes wide. "I...I can't!!"

"Twilight, did you not hear me tell you about Fluttershy's insecurity?!" Rarity scolded the lavender Unicorn. "That is the LAST thing she wants to do is admit how she really and truly feels!"

"You're right, I'm sorry!" Twilight looked down in shame. "But I'm only saying that because it's the right thing to do."

Fluttershy smiled a bit, seeing the difficult position she'd just been put into, "Don't worry Rarity, she's not wrong....I'm sorry, I didn't mean to overreact. ...You are right, Twilight, I should...I really should...But I'm so frightened."

"Do forgive me for yelling at you, dear." Rarity apologized, smiling softly. "It's just that I don't like to see Fluttershy hurt, you understand."

"Of course, it's just that I..." Twilight considered. 'That's what friends do, right? ...Friends...is this what it means being a friend?' "I can see why you'd do that, right?"

"It's okay," Fluttershy further assured. "Well...maybe it is for the best...I'd rather lose a lover than my best friend...and I've already lost both."

Twilight looked at her sadly with sympathy. Problem-solving was a speciality, she just had to figure out how to make that work.

"Is there anything that can be done?" She whispered to Rarity.

"Unfortunately, no." Rarity whispered to her. "Only time will right these wrongs, I'm afraid."

"That's true...but they also can't just sit around, either. They have to make things happen in order to get somewhere." Twilight bit her lip again.

"True, too. But it must happen ONLY when both of them are ready to make it happen." Rarity frowned, shaking her head.

Twilight looked at Fluttershy again, then back at Rarity. "For her sake...I hope they do." She shook her head then, speaking louder and changing the subject, "So, anyway...is there anypony else I should know about?"

"Oh," Fluttershy spoke up then. "You haven't met our Principal or Vice-Principal yet! You have to, they're wonderful!"

"Look out! Coming through!" Cried a voice from down the hall. A grayish and yellowish blur was fast approaching the three ponies.

"Oh, dear...take cover!" Rarity cried, diving down to the floor.

"Take wha-oof!!" Twilight was knocked to the floor by another pony. "Uggh..." Her eyes rolled around.

"Oh dear..." Fluttershy said.

The pony that had crashed into Twilight was a gray Pegasus with a pale-blonde mane, and bubbles decorating her flank as her cutie mark.

"Oooh...I'm dizzy..." She muttered, her golden eyes spinning.

"Erm...yes...Twilight Sparkle...this is Derpy..." Rarity introduced her, smiling in embarrassment.

"Derpy Hooves...she's...well...she helps out sometimes..." Fluttershy said nervously.

"Could you stop the room, please? I'd like to get off..." Twilight mumbled.

"Oooh...me too...stop the ride..." The Pegasus said dazedly. She managed to pick herself up off of Twilight, shaking her head. Although her eyes, strangely, remained crossed.

"Derpy, darling, are you all right?" Rarity asked in mild concern.

"Ugh..." Twilight stood up, shaking her head. "Um...yeah, so...I'm Twilight Sparkle...I'm new here...Derpy..." She studied her, seeing that her golden eyes were still crossed. "Um...are you okay?"

"Yup!" Derpy smiled, nodding rapidly. Then she noticed Twilight. "Oh! Hi, Twilight Sparkle! So, you're new here? Great! My name's Derpy! But you can call me Derpy!" She extended her hoof, albeit clumsily.

"Um...okay, I'm Twilight, you can call me Twilight..." Twilight extended her hoof as well.

"Nice to meet you, Twilight!" Derpy tried to take her hoof, but wound up knocking it away, instead. "Oops, my bad!"

"It's okay..." Twilight withdrew it awkwardly. "Um...so we were just heading off to the Principal's office...sorry to get in the way."

"I'll take you to the Principal's Office!" Derpy offered with a wide grin. "I was on my way there, anyway! I'm the student mailmare!" She indicated the messenger bag slung around her neck and over her shoulder.

"Um...okay, I guess..." Twilight shrugged a bit. She sniffed the air. "...Is that muffins?"

"Yup! I have a muffin in my saddle bags!" Derpy announced, using her wing to open her bag and extract a muffin. "Would you like it, Twilight Sparkle?"

"Um...well I-" She just could not say no to the big bright smile of the other Pegasus. "...Why not." Twilight took the muffin. "Did you make it yourself?"

"Uh-uh!" Derpy shook her head. "I love muffins, but I'm no good at making them! Pinkie Pie made it!"

"...Who?" Twilight tilted her head curiously.

"You didn't meet her?" Said Fluttershy, as they then continued walking. "Pinkie Pie is a friend of ours. She lives at Sugarcube Corner with the owners, the Cakes. She's a talented baker and party organizer."

"She's pink, and she has a poofy pink mane and tail, and she knows everypony in the whole entire school!" Derpy said happily, flying alongside them, upside-down.

Twilight stared at Derpy weirdly, before a force of recognition coursed through her. "Oh, I did see her when I came in! But she just gasped and ran away! What was up with that?"

"Oh..." Fluttershy realized, and giggled. "It's nothing personal, Twilight. It just means she had an idea and had to get to it."

"Yup! That's Pinkie Pie!" Derpy grinned from her upside-down perspective.

"Uh-huh..." Twilight decided to just accept it and move on. "Is there anypony else I should keep in mind?"

"Um...you've already seemed to meet...well, us..." Fluttershy said.

"Nope!" Derpy shook her head.

"That's about everypony, darling," Rarity said thoughtfully, but grinned, “You will surely meet other fabulous ponies, of course!”

"Okay, so I guess I'll meet them as I go along..." Twilight shrugged.

"Although, you should watch out for-"

"Well well well! If it isn't Klutzershy, Hairity, and Cross-Eyes!" Came the taunts of two Pegasi standing nearby. "And look, they got a new friend!"

Said the other one, "Some fresh meat!"

Twilight groaned, rolling her eyes. "Oh, great. Jokers."

Fluttershy whimpered then, getting behind Rarity as all kinds of memories flashed into her mind. She not only knew these bullies all too well from fillyhood, but also just the entire concept of what was going on here. By now she realized that there was just no escape from these kinds of ponies.

The lighter-coloured Pegasus laughed, "What's wrong, Klutzershy? Don't have your girlfriend protecting you anymore?"

"Now, see here, you ruffians!" Rarity stood her ground before the two Pegasi. "I refuse to allow you to talk down to my best friend like that! And I certainly shan't allow you to talk down on a new student!"

"Oooh, what are ya gonna do, Hairity? Faint on us?" Taunted the darker coloured Pegasus.

"Oh no, Rarity of all ponies is threatening us!" Laughed the lighter Pegasus. "Face it, you're about as threatening as Rainbow Crash!"

"D-D-Don't talk about her like that!!" Fluttershy yelled, tears in her eyes.

"Hahahaha! Baby! She's crying!"

"Leave her alone!" Twilight stepped up. "What did she ever do to you two jokers?!"

"Why don't you go and pick on somepony else?!" Rarity glared at them, her eyes blazing with fury.

"Like...you?" The lighter Pegasus smirked, approaching her.

"Hey! What are you, seven? Just go away and stop being immature!" Twilight scolded.

"Yeah! Go away and stop being imma...ima...uh...whatever that word Twilight Sparkle said was!" Derpy told them.

"Immature, darling." Rarity gently corrected her.

"Hahaha! Oh, yeah, you tell us, Derpy! Derpa derp derp derp derp!"

"...Is that supposed to be funny?" Twilight frowned. "Because that was incredibly mundane."

Derpy, however, felt tears stinging her eyes. She looked away sadly, her ears drooping.

"Derpy..." Fluttershy brought a foreleg around her shoulders.

"I've had just about ENOUGH of you two brutes!" Rarity snapped. "You always feel it necessary to pick on everypony to cure your OWN inferiority! Well, enough is enough! I shall be reporting you to the Principal!"

"Oh noooo! How scary!!"

"Aaahh, help me! Hahahaha! Yeah, go ahead!"

Twilight stepped closer to them. "If you'd stop being such bullies, it wouldn't be happening! Now apologize to Derpy! That was uncalled for and extremely rude."

"Whatever, like we care! Let the little fillyfooler take care of it herself!" They blew raspberries at them.

"HEY!" A blue streak rushed past, and then stopped in front of the bullies. "I thought I smelled you two stinking jokers!" Rainbow Dash snarled at them.

"Well well! It's Rainbow Crash!"

Derpy looked up at the sound of the voice, sniffling as tears dripped down her cheeks and snout. "R-rainbow D-Dash...?"

"Do you dummies have clogged ears? They said leave them alone!" Rainbow Dash snarled, putting up her hooves. "So BEAT IT! Or else you'll be dealing with me!"

"Tch, whatever!"

"Let's get outta here."

"Yeah, you better be walking away! Get out of here, you cowards!!"

"Oh, Rainbow Dash! Perfect timing!" Rarity said, looking relieved. "Those brutes just came up and started insulting poor dear Derpy and our dear new student, Twilight!"

Derpy whimpered softly, more tears flowing down her cheeks, but her ears perking up a bit.

"Thought I smelled a couple of rats!" Rainbow Dash snorted. "You okay, Derps? Sorry about that, heh..."

Twilight patted Derpy's mane to comfort her. "It's okay, Derpy...we're not about to let some jokers take you down."

"Yes...we're your friends..." Fluttershy murmured, and was purposely avoiding any eye contact or even looking at the cyan Pegasus.

"Uh-huh..." Derpy whimpered, sniffling.

"You mustn't let those ruffians get to you, Derpy dear." Rarity patted her shoulders gently. "They only seek to upset you, you know."

"That's true, it's why bullies even pick on others, because they want to get a reaction out of you," Twilight said.

"Twilight and Rarity are right..." Fluttershy murmured.

"Well good! They better watch their steps!" Rainbow Dash declared. "Okay, gotta fly! See ya Rarity, Derpy, and you too, Twilight!" She then flew off back toward the gym.

Twilight frowned, having noticed how she purposely excluded Fluttershy.

"Rainbow Dash...still won't talk to you...will she, Fluttershy...?" Derpy asked, sniffling sadly as her crossed eyes focused on the creamy-yellow Pegasus.

"...No..." Fluttershy's eyes pooled with tears. "...And I should've said something! This was all too perfect! But no! Scared weak little Fluttershy has to go quiet!"

"Fluttershy...it's okay," Twilight patted her shoulder. "You just weren't prepared, that's all."

"Exactly, darling." Using her magic, Rarity removed a handkerchief from her bag and used it to wipe Fluttershy's tears. "When the moment is right, you'll be able to talk to her, again."

"Uh-huh...they're right..." Derpy sniffled and managed a small smile, herself.

"....I hope so..." Fluttershy's lips quivered as tears rolled down her face.

Twilight produced a tissue from her bag with her magic, using it to wipe Derpy's tears. "I guess...Rainbow protected you, Fluttershy?"

"Yes...I was picked on a lot when I was a filly...and...Rainbow always came to help and protect me..."

"Yes, she was her protector, ever since their fillyhood days." Rarity nodded, wiping Fluttershy's tears. "But it all changed, sadly. They can't even look at each other, anymore..."

"Th-thank you...T-twilight S-sparkle..." Derpy sniffled and managed to smile.

"You're welcome, Derpy," Twilight smiled warmly at her, even holding a tissue to her nose. "You didn't deserve that at all." She looked at Rarity again. "Wow...that's a shame, really..."

"I'm so sorry, Twilight... I don't mean to get so emotional about this. And it's your first day...I don't mean to dump my problems on you..." Fluttershy whimpered.

Turning back to the creamy yellow Pegasus, Twilight gave her an assuring smile to let her know that it was okay.

Derpy sniffled and blew into the tissue, though at first she did so through her mouth, instead of through her nose.

"Eww..." Twilight threw it away.

Derpy smiled sheepishly, still sniffling a little bit. "Sorry, Twilight Sparkle..."

"It's okay, Derpy," Twilight smiled a bit.

"Howdy there!" Applejack came trotting over. "Y'all okay? Ah heard what happened!"

"Oh, hello Applejack...we're fine now," Fluttershy managed.

"Yes, we're quite all right, Applejack..." Rarity nodded, a blush overspreading her cheeks. "Rainbow Dash took care of those brutes..."

Glancing toward Rarity, Twilight rose an eyebrow at the way her fellow Unicorn was looking at the Earth pony. It was odd, at least to her, but she had a feeling that there was some unresolved tension between them, but in a different sense than she expected.

"That's what Ah heard," Applejack looked at them all with a relieved smile. "...Y'all okay, Fluttershy?"

"Yes...I'm all right, too," Fluttershy sniffled. "Thank you for asking."

"She'll be just fine, yes." Rarity murmured, not meeting the orange mare's eyes, although she was blushing and her ears were lowered back.

"Awright, good ta hear," Applejack looked relieved all the more. "Ah'd better get back, got some cleanin' ta do in the gym. See ya'll in class!" She trotted off.

Twilight looked at Rarity, then whispered. "Okay, what's going on?"

"I...I haven't a clue what you're talking about..." Rarity's eyes shifted to the side, her snout scrunched up a bit.

"Uh-huh. So the fact you were blushing and refusing to make eye contact with Applejack doesn't indicate some kind of a discomfort?" Twilight pressed.

"Well...I..." Rarity's blush deepened, and she bit her lip, refusing to say anything.

The more Twilight thought of it, it seemed to be the same way that Fluttershy looked at Rainbow Dash, despite the evident pain in her face when she did so. "...You like her, don't you?"

"WHAT?!" Rarity shook her head frantically. "NO!!! Of course not!!! What would EVER put such a silly idea into your silly head, Twilight?!"

"Um, it was kind of obvious," Twilight deadpanned.

"What was obvious?" Fluttershy queried.

"...Oh, fine." Rarity sighed. "Yes, I do happen to like Applejack. Quite a bit, in fact. You might even go as far as to say I...have a...crush on her..."

"...Who has a crush on what?" Derpy blinked.

Fluttershy smiled a bit, wiping her eyes. "You have a crush on Applejack? I didn't...even know that..."

Twilight blinked, a little surprised she was right. It was odd, she never thought to have been surrounded by...mares who liked mares. "Huh. Well, I guess it's true, then. But, what's wrong with that?"

"Well...you see...Applejack and I...we aren't exactly the best of friends..." Rarity explained awkwardly. "So how can I tell her...that I like her...and I mean like-like her...?"

"Um....well...I'm not a dating expert...but um...well, isn't that...what dating is? My brother says that it's about getting to know somepony and getting closer to them," Twilight surmised.

"That is true..." Fluttershy said softly.

"Yes, I suppose so..." Rarity nodded. "Oh, but Applejack and I are completely each other's opposite! There's no way in Equestria that a relationship between us could EVER work out!"

Twilight opened her mouth to say something, but could see Fluttershy visibly slump over as her ears flattened. "I'm sorry, Rarity...Fluttershy...I can only imagine how it must feel...being unable to tell somepony that you like them, let alone spend time with them like you want to.”

"At least you do have something of a chance, since you two are on...okay terms, Rarity," Fluttershy smiled sadly.

"I suppose so, yes..." Rarity murmured. "And...don't worry, Fluttershy...I'm certain...it will all work out for you, too..."

"Awww...poor Fluttershy..." Derpy sniffled, starting to cry, again.

"...Even if it does, you bring a good point," Fluttershy sniffled as they continued walking along...with Derpy flying upside down. "Even if Rainbow and I are friends again...what could she possibly see in me? She's fast, daring, adventurous...and would want a special somepony who could keep up with her. ...I'm none of those things."

Twilight frowned a bit, thinking this over. "Come on Fluttershy, don't sell yourself short. Well, I don't know you as well as Rarity does, but I think you're a really nice pony. I don't know why Rainbow wouldn't see that."

"Twilight's right, Fluttershy!" Rarity nodded in agreement. "Although you haven't the same type of personality as Rainbow Dash, your personality balances out hers perfectly! Whereas she is adventurous and daring, you are careful and cautious!"

"Exactly! I have a brother, his name's Shining Armor. And sure, he's a very generous and caring guy...he's still got a strong stubborn streak, not to mention has more of a thirst for adventure. But his marefriend is my old foalsitter, Cadance. She's kind, gentle, sweet, and tends to keep him grounded and relaxed." Twilight put in. "So...well, Rarity's got a point. I uh....don't even know Rainbow like you two do, but if she's definitely as adventurous and daring as you say, then, yeah! I think somepony like you would be a great balance for her to keep her out of the clouds and relaxed once and while."

Fluttershy smiled at their encouragement, and sighed. "I understand...but even then, she could probably find somepony better than me."

She looked up to see that they had come to the Administration Office.

"Here we are, Twilight!" Rarity announced in a sing-song voice. .

"All right, great!" Said Twilight, taking it in for a moment.

"Let's go inside," Fluttershy suggested.

"I'm going inside, anyway!" Derpy grinned, still flying upside-down.

"I'd love to accompany you, but I simply must get going to my class!" Rarity said, levitating her sewing supplies. "I'll catch up with you at lunchtime, darling! Ta-ta!
"
"...Sure?" Twilight blinked as Rarity trotted off. "Okay, guess I will, then..."

"Me too, actually," Fluttershy followed them inside. "I sit with Rarity during lunch too, so I'll be there! ...If that's okay..."

"Sure it's fine, Fluttershy," Twilight smiled.

"And me!" Derpy added with a grin.

"Okay, Derpy," Twilight smiled at her too. "I guess that's good I'll have somepony to sit with, then."

They came into the office; which was situated with the secretary's desk, the offices of the Principal and Vice-Principal, storage rooms, and copy machines. Upon entering, the ponies approached the secretary at her desk.

"Hello, I'm Twilight Sparkle, the new student, and I'm here to see Principal Academia," Twilight told the secretary.

"Ah, right on time, Miss Sparkle!" The secretary said brightly. "Principal Academia is in a meeting, I'm afraid. But Vice-Principal Dignitary is available to see you!"

"Okay, sounds good!" Twilight smiled, placing a sheet on her desk with her magic. "I'll go see her right now."

"Oh, I'll come with you..." Fluttershy followed alongside her again.

The secretary picked up the sheet with her own magic and nodded as the two mares headed for the VP's office. Inside, a lovely unicorn sat at her desk looking over some papers. She had a short, black mane, moderate yellow eyes, a gray coat, and a flank decorated with a symbol that represented a second-in-command officer.

"Um, hi, Vice-Principal Dignitary?"

"Hello," Dignitary greeted the young Unicorn calmly and with a smile. "You must be our newest student." She studied a paper on her desk. "Twilight Sparkle, is it?"

"Yep!" Twilight smiled, approaching her desk and placing a sheet on it with her magic. "I came to get my schedule, and make sure the paperwork is handed in."

"Well, let me see..." Dignitary studied the paper Twilight had placed on her desk. "Yes, yes...everything looks to be in order, here." Smiling, she produced a sheet of paper. "Here you are, Twilight Sparkle. This is your class schedule, and the list of your teachers."

"Thank you!" Twilight levitated it with her magic, looking it over briefly before placing it into her saddlebag. "Oh, and if you have a second, I'd like to make a quick...complaint about something, on behalf of a couple of my classmates. A couple of their peers were mercilessly picking on Fluttershy over here, and also Derpy."

"Is this true?" Dignitary looked to Fluttershy for confirmation.

"Yes, it is... It was Hoops and Billy again.." Fluttershy said with a nod.

"They made Fluttershy and Derpy cry, too," Twilight added. "And I think that's unacceptable."

"I see." Dignitary nodded, shaking her head as she wrote something down. "Then thank you for the report, Twilight Sparkle. I shall see to it that Hoops and Billy are dealt with properly."

"Oh, thank you!" Twilight smiled with gratitude. "I just don't want my....well, friends to have a tough time at the expense of senseless bullies."

"Quite understandable." Dignitary nodded, smiling kindly at the young Unicorn. "Well, now. You'd best be off to your class, Twilight Sparkle. You too, Fluttershy."

"All right, thank you!" Twilight smiled once more to the VP before she turned, heading out the door with Fluttershy following.

"Um....thank you, Twilight..." Fluttershy said softly.

"You're welcome, Fluttershy." Twilight smiled. "What else are friends for?"

"You...really think of us as your friends?" Fluttershy asked hopefully. "Even though you just met us?"

"Well, sure!" Twilight nodded, smiling warmly. "I never really had friends at the Royal Academy for Gifted Unicorns. ...I'd kind of like to change that, here at Ponyville High."

Fluttershy wiped her eyes again and smiled brightly. "Well...you've been very nice to us and so understanding...and even tried to help us... We'd love to make you our friend, too, Twilight..."

Twilight smiled brightly, "That would be wonderful. I'd really like it if I could be your friend."

"Yay!" Fluttershy gave a quiet cheer. "That'd be wonderful, Twilight...Derpy really seems to like you, and I can see Rarity likes you a lot, too....and I like you, too, so...I think it's safe to say that we'll all be good friends."

"I feel the same way, Fluttershy." Twilight beamed, "I'd be glad to be friends with you, Derpy and Rarity."

"Well, then I suppose it's settled!" The creamy yellow Pegasus did a little happy dance in the air before setting back down.. "All right...now...may I see your schedule?"

"Sure!"

The lavender Unicorn removed her schedule from her saddlebag with her magic, levitating it for the creamy yellow Pegasus to see.

"Mm-hmm..." Fluttershy studied it curiously. "Ah! We're in the same classes, Twilight! That's wonderful!"

"Oh, perfect!" Twilight smiled. "So what's the next class, then?"

"It looks to be Mathematics!" Fluttershy said, then looked uncertain, "...Oh...it's also...um....a class I have with... Um, could you sit with me? Please? Rainbow shows up late for class a lot, and the only empty seat is ALWAYS next to me..."

"Oh...sure, Fluttershy." Twilight nodded, although she frowned slightly, on the inside. "I'll sit next to you."

"Oh, thank you!" Fluttershy smiled gratefully, looking relieved. "I'm sorry to put you on the spot like that...it's just so awkward when that happens and I start to shake..."

"I understand." Twilight nodded, smiling a little. "I used to sit alone back at my old school, most of the time. But that doesn't mean I won't be willing to sit next to somepony, for a change."

"Thank you..." Fluttershy gave her a friendly nuzzle. "I appreciate it, Twilight."

"You're welcome," Twilight returned the friendly nuzzle. "I'm happy to help, Fluttershy."

They came into the classroom, where everypony were talking amongst themselves and taking their seats. Twilight and Fluttershy took seats near the middle together, side by side.

"We're already in the middle of Algebra...but um...it shouldn't be a problem, should it?" The creamy yellow Pegasus looked at the Unicorn with concern.

"Oh, not for me, not at all!" The Unicorn smiled reassuringly. "Algebra was one of my best subjects back at my old school."

"Okay, then..." Fluttershy smiled. "Then you'll should be fine."

RIIIIINNNGG!!

"All right, class! Let's settle down! Now, it's time to begin!"

Fluttershy took a breath, and looked at Twilight. "I think you might want to brace yourself in the next five seconds."

Twilight frowned a bit at that. "Okay...um...why?"

"Because in about three more seconds, we-"

"Okay, class! We can begin, so now we'll take our books and turn to page-"

CRASH!!!

"OOF!!!"

As it were, a blue and rainbow streak had all but dashed into the room. The force caused a few of the students to fall down to the floor, or just simply get dizzy. Rainbow Dash lay in a heap against the wall on the floor, her eyes spinning about and her tongue sticking out of her wide open mouth.

"...That's what I mean," Fluttershy cringed a little. "...Ooh...I hope she didn't hurt herself..."

"What...about...me...?" Twilight mumbled dazedly, her eyes spinning about inside her head.

"Oh! Twilight, are you all right?" Fluttershy looked at her with concern, placing a hoof on her shoulder. "I'm sorry, I probably should've been more specific. ...I see this coming all the time, no matter where I am. Will you be okay...?"

"I will be...once the room stops spinning..." Twilight muttered, shaking her head dizzily.

Fluttershy gave her a water bottle to drink, while the teacher was dealing with the crasher of the class. Twilight gratefully took the water bottle, taking a long drink from it.

"Late again, I see, Rainbow Dash," the teacher admonished. "And what do you have to say yourself, young lady?"

"Heh heh...better late than never...?" Rainbow Dash offered lamely, preparing herself for yet another detention sentence. She got up from the floor, shaking off the dust and papers that fell on her head and back.

"Detention after school, missy," the teacher said sternly. "You may now take your seat."

"Yes, ma'am..." Rainbow Dash muttered, taking a seat towards the back of the class.

"Oh, Rainbow..." Fluttershy murmured in a mixture or knowing and longing. She looked back toward Twilight, patting her back. "Don't worry, Twilight, I'll warn you better next time."

"Thanks, Fluttershy..." Twilight nodded, drinking some more water.

"You're welcome, Twilight. Oh, and I try to keep some water on hand, just in case," Fluttershy smiled. "If you ever need some, you can ask," she paused a moment, swearing she was being watched...but shrugged it off as nothing but her own paranoid imagination.

"I'll keep that in mind, thanks," Twilight nodded, returning the smile.

Rainbow Dash watched Fluttershy for a few moments from her seat at the back of the classroom. She wanted to talk to her...she needed to talk to her. But she just couldn't bring herself to do it. After a moment, she withdrew her walkman from her saddlebags and placed the headphones over her ears, turning on her music and drowning out the teacher.

The class went on, with the teacher reviewing homework from the night before, as well as review material for the next test to take place the following week.

Fluttershy kept feeling strange, as if being watched, but anytime she turned around, nopony was looking at her. Odd.

"All right, now who would like to solve this?" When the teacher saw Twilight's hoof shoot up, she smiled warmly. "Oh, Twilight Sparkle...you've gotten so many! Let's have somepony else try."

"...Yes, ma'am..." Twilight lowered her hoof, smiling sheepishly at the teacher, and at her classmates.

...All of whom seemed to be glaring at the brainiac Unicorn.

She gulped.

Fluttershy though, was smiling. "Wow, Twilight, that was amazing how you knew those answers so eloquently!"

"Neeeeerd!!" One classmate said.

Twilight blushed and sank down into her seat, so only her eyes and horn were visible above the top of her desk.

"Mmm...How about you, Miss Dash?" The teacher pointed to the said mare.

Rainbow Dash didn't hear the teacher. Her head was resting on her forelegs, which were resting on her desk, and with her music blaring in her ears, the cyan mare had fallen fast-asleep.

The teacher then slammed a book onto the said pony's desk, waking her up. "Taken to napping again, I see."

"Huh?! Wha?! The answer is 43!" Rainbow Dash blurted, having been awakened by a book slamming down onto her desk. Her headphones fell off her ears and landed on the floor, heavy-metal music blaring loudly.

Everypony in class laughed hard, seeming to forget what had happened earlier.

"That is the correct answer, but it does not excuse that you were sleeping in class and listening to music." The teacher said sternly. "Detention."

Rainbow Dash grumbled under her breath, picking up her headphones and placing them back over her ears before laying her head on the desk. 'Coach is NOT gonna be happy with me for getting detention...AGAIN...'

Blushing in embarrassment, Twilight slowly sat back up, her entire snout red. She then slumped over, resting her chin on her desk and sighing heavily.

Fluttershy, concerned, placed a hoof on Twilight's shoulder, “Twilight? What's wrong?”

"...I was teased at the Royal Academy for being the smartest Unicorn in my class. And now it's happening, all over again..."

"Oh...I'm sorry to hear that, Twilight...I know how you feel..." Fluttershy said.

"Miss Fluttershy, we are not talk in class. Detention for you as well!"

"But-!" Fluttershy's heart sank. She knew what this meant.

Twilight frowned. "Miss, if I may? Don't give Fluttershy a detention...she was simply trying to cheer me up..."

"I appreciate the gesture, Twilight Sparkle, but I am afraid rules are rules, regardless. What you are talking about can wait until after class." The teacher said kindly, but sternly.

Fluttershy sighed, shaking her head. "It's all right, Twilight...I'll endure it."
"Are you sure?" Twilight murmured, still frowning. "It doesn't seem fair..."

"I know...." Fluttershy whispered. "But there isn't much I can-"

"Teach! Fluttershy's talking again!" Somepony tattled.

A few students snickered.

"Now, that's just uncalled for!" Twilight whirled around in her seat to scold the tattler. "You shouldn't tattle on somepony, just to get them in trouble! Didn't you learn anything in grade school?"

"What do you care, Nerd?" Sneered the tattler. "Fluttershy's not gonna do anything about it! She's a wussy!"

Fluttershy's ears flattened and she turned around in her seat, sinking into it.

"That's still no excuse for tattling!" Twilight said sternly. "Didn't you ever hear the story about the colt who cried wolf?"

"Oh yeah? Didn't you ever hear about shutting up?"

The teacher slapped her ruler against the desk, getting everypony's attention, "Class! Cease this nonsense at once!"

"...Yes, ma'am..." Twilight sunk lower in her seat again. So far, she was NOT making a very good impression on her first day...

"Um...Twilight?" Fluttershy whispered as the teacher talked. "...Thank you for that..."

"...You're welcome, Twilight whispered back, managing a small smile.

Inside, however, she was quite depressed.

'Great...half of the class already hates me, and thinks I'm a "Teacher's Pet", or a "Know-It-All"...the teacher probably even thinks the latter choice...and the only "friend" I have in this class has even less friends than I do...way to make a GREAT first impression on everypony, Twilight...'

Fluttershy could sense Twilight's distress, and having been something of an outcast all her life, especially now, she leaned over (making sure nopony was looking) and gave her a friendly, comforting nuzzle as a way to assure her she wasn't alone.
She didn't quite catch one pair of eyes looking with shock and another emotion within it...

Unbeknownst to Fluttershy, Rainbow Dash was watching her through half-lidded eyes. When she saw her once best-friend nuzzle Twilight, her eyes filled with shock, anger, and most of all, betrayal. 'So, you really HAVE forgotten all about me, haven't you? You're much more interested in horn head, than me, aren't you? Well, then...so be it. I never liked you that much, anyway... ....Who the hay am I kidding...'

"Don't worry, Twilight, we're here for you....we're your friends now...and if they won't support you....well...always remember who will." Fluttershy said softly.

"...Thanks, Fluttershy...that helps...it really does..." Twilight smiled a bit, tears filling her dark-violet eyes as she nodded at the timid Pegasus.

Fluttershy smiled, and then turned her attention back to the teacher, hoping all the more that Twilight would be okay.

Author's Note

We have since changed the Principal and VP from Luna and Celestia to Academia and Dignitary, respectively. XD They're still the Princesses now. :D Sorry for any confusion!