Ponyville High School

"Oh...girls...I'm sorry to have kept you waiting...I was let off early...and I did fly here..." Fluttershy said upon walking into the lobby of the spa where Rarity and Twilight were waiting.

"Oh, don't even worry about it, Fluttershy!" Rarity waved her hoof dismissively, smiling at her best friend warmly. "Twilight was just telling me all about Canterlot! Oooh, I must say, it sounds like an absolutely splendid place to live!"

“It's okay..." Twilight shrugged.

"Oh, I see..." Fluttershy blushed a bit, nodding. "Well...shall we, then?"

Twilight eyed her. "Fluttershy...you look a bit different...are you okay?"

"Yes, are you all right?" Rarity agreed, looking her over. "Did something happen between you and Rainbow?"

"N-No...nothing at all!" Fluttershy lied. "Um...the usual, please!" She told the spa ponies.

Immediately, they were whisked away Aloe and Lotus, the two owners of Ponyville Spa. The three young mares, as they were taken to their first treatment, were changed into their robes, and had towels in their manes. They first started in the sauna.

"You sure?" Twilight said, eyeing her still. "Did she try anything? Did she hurt you?"

"Something certainly seems different about you, dear..." Rarity said, nodding in agreement with Twilight. "Are you quite positive that nothing happened?"

Fluttershy bit her lip, then looked down at the bench. "....Yes. S-Something...did happen."

"Well, what happened? You can tell us." Twilight coaxed.

"Go on, Fluttershy! Please tell us!" Rarity encouraged.

Fluttershy hesitated, unsure. She wanted to share this, and she knew she could trust Rarity. Twilight, while only her new friend, was also very trustworthy and easy to talk to as well. There was no reason not to talk about this. But it was certainly an impact. After all, what it came down to was this; she lost her virginity to Rainbow Dash in the middle of a classroom during detention. Even though their friendship was strained over the past couple of years. It was so private, so secret, and yet, Fluttershy knew she had to talk about it, even if to just get her emotions about it all straightened out.

It wouldn't be easy. Sharing details about herself, let alone about sex, was never one of her strong points. But she had just backed herself into a corner, since Rarity and Twilight could see that something was going on. Sitting on no answer at all was only going to make this dilemma even harder than it had to be.

"Well....the supervisor left for some reason, so we were alone... We were quiet awhile...just sitting there doing our thing...and then...Rainbow eventually tried to leave. I tried to stop her, but she wouldn't listen. ...I didn't want her to get into trouble. It was the third time she had detention! ...We actually got angry...charging at each other...!"

"What?! Did she hurt you?!" Twilight shot up with worry.

The creamy yellow pony shook her head frantically. "N-No! No! It was nothing like that!"

Reassured, Twilight nodded as she settled back along the bench. She lay down, curling her legs beneath her. "Then what happened?"

"....We were butting heads...pushing against each other.... Then she...pinned me to the floor," said Fluttershy, swallowing a little bit.

"And...?" Rarity prompted.

".....We....we....we kissed." Fluttershy admitted with a deep blush.

Rarity gaped for a moment, and then her expression changed into a smile. "Oh, I see! Do tell, darling! I'm all ears!"

Twilight blinked, taken aback by this. "So you kissed? ...Okay, what happened?"

"...We made out..." Fluttershy admitted, blushing deeper. "I mean really made out..."

"Oh, my!" Rarity giggled behind her hoof. "Go on, what else happened?"

"How did it feel?" Twilight threw in, still amazed at the turn of events.

"...Amazing, Twilight...." A small smile crossed Fluttershy's face.

Twilight whistled. "Okay, go on."

"We made out for a while...and then we were grinding our hips...It became sexual..." Fluttershy blushed. "We...we.....we..."

"You what?" Rarity prompted, sapphire eyes gleaming.

"...Well...firstly we...actually spoke pleasantly..." Fluttershy admitted softly. "Like we weren't even fighting... And then....she....went down on me...."

Twilight blinked, confused. "What do you mean?"

But Rarity understood. "Oh, my sweet Celestia! And you let her?!"

"Let her do what?" Twilight questioned.

"Of course I did-I wanted her to..." Fluttershy blushed heavily. "I've wanted her for a long time..."

Sensing Twilight's confusion, Rarity decided to explain. "It seems that Rainbow Dash has given Fluttershy oral sex, Twilight!"

"...Oh!!" Twilight realized, blushing a bit herself as she raised a hoof to her mouth. "You let Rainbow Dash perform oral sex on you? Wow..."

"I did, yes.... And I went down on her, too..." Fluttershy admitted.

"Oh, my!" Rarity's eyes were wide. "Oh, Fluttershy! I had no idea you had it in you!"

Growing dreamy, Fluttershy exhaled as she leaned against the wooden wall behind her a little bit, "I didn't think so, either! Bu...oh, but she was amazing...! And she seemed to enjoy it when I did too!"

"Wow...gosh...you guys went from fighting to making out and then having oral sex?” The lavender Unicorn paused, considering her next question on the matter, “What happens now?"

"...Well....we lay on each other for a while...and we were talking like it was the old days... Then we eventually started crying and apologizing to each other...we agreed to be friends again...we wanted to make things better," Fluttershy murmured. “I couldn't believe it. I haven't seen Rainbow cry since we were fillies. I didn't think that this affected her so much, I honestly believed she didn't care about me. That she was better off without me and would make far better friends... But I was wrong, I saw how much this hurt her. I felt terrible, but I understand now.”

Rarity beamed, positively amazed at all of this, "Awww! That's wonderful, darling! I've always hoped the two of you could make amends and go back to being best friends, again!"

"Me too..." Fluttershy smiled, and then frowned once more.

"I sense a 'but' coming." Twilight said, biting her lip, "All right, what happened?"

"...I was trying to tell her that I love her..." Fluttershy admitted. "But the supervisor came back, so we went back to our seats. Then she said we could leave. ...Then...Rainbow...left without waiting for me!! She didn't even say goodbye...!!"

"Oh, dear..." Rarity frowned, biting her lip. "You think she didn't really mean it now, don't you?"

"...I don't know! I know Rainbow would never say things like that if she didn't mean and I know her tears were real," Fluttershy sniffled. "....But I just don't know..."

"Well...maybe the fact you two had sex made it a bit...awkward?" Twilight suggested.

"You could be right about that, Twilight..." Rarity murmured thoughtfully, patting her best friend's shoulder.

"I know...we were carried away and weren't thinking..." Fluttershy now had tears come to her eyes. "But what does it mean? I don't know what to think now..."

"Sorry about that, Fluttershy..." Twilight said softly, placing a hoof on her shoulder too. "You know her better than I do. Maybe she just needed some time to think?"

Exhaling, Fluttershy nodded, "...Perhaps..."

"You should try and talk to her Monday." Rarity suggested. "Maybe the two of you just need to talk things out properly, and under better circumstances than in the detention hall."

"...I guess you're right." Fluttershy said softly.

"You did say Rainbow was crying and seemed to be sincere, so I think maybe she did mean it all, too. But just needed some time to think. Yeah, you two should talk on Monday and maybe then you'll be able to come to some kind of closure." Twilight agreed.

"Exactly." Rarity nodded, smiling softly.

"...If you say so..." Fluttershy murmured, still looking down. "I just hope sex won't screw it up..."

"...Um..." Twilight looked to Rarity for help, unsure of this kind of subject matter.

"If anything, the sex may actually help your situation." Rarity giggled a bit. "You've heard of make-up sex, haven't you?"

"..Yes, of course I have..." Fluttershy nodded, looking to her in confusion.

"Then you know what purpose it serves in repairing a relationship, yes?" Rarity winked at the creamy-yellow Pegasus.

"...Yes..." Fluttershy admitted, nodding. "You really think so? But...we were never together...we were friends....would it still apply?"

"Given that you've always longed to be more than friends..." Rarity nodded with a mild shrug.

"...I suppose... I just wonder if she feels the same way...somehow..." Came Fluttershy's thoughtful response.

"Um..." Twilight shifted a bit. "I don't know too much about the emotional dynamics of sex, but don't you think Rainbow wouldn't exactly go down on just anypony? You know her better than I do."

"...We were carried away by the heat of the moment...but...yes, I don't think Rainbow would do that to just anypony," Fluttershy said, nodding in confirmation.

"Certainly not." Rarity shook her head. "Believe it or not, Twilight, but Rainbow Dash is fiercely loyal to her friends. She simply would not go down on just anypony, let alone anypony she didn't care about!"

"Hmm...." Twilight thought of that for a moment. "I don't know, Fluttershy, it looks to me like Rainbow cares about you a lot. Enough to be willing to kiss you, make out with you, perform oral sex on you, let you perform oral sex on her...and then cry at the prospect of losing you? I don't know, I think she loves you, too. But I don't know very much about love, so I could be wrong, but it does sound likely to me.”

"...I hope so, Twilight..." Fluttershy murmured, looking hopeful.

"Well, you'll find out probably by Monday, now won't you?" Rarity smiled, winking at her.

"Yes....I suppose I will." Fluttershy smiled a bit.

"We'll be there to help you guys any way we can." Twilight promised.

"Of course!" Rarity agreed.

"...Okay..." Fluttershy managed to smile a bit as she then continued to enjoy their spa treatment.

Back in the school gymnasium, Applejack halted basketball practice as she noticed a darting rainbow flash come tearing inside. The coach noticed, telling everypony to take five.

"Well there ya are, RD! 'Bout time ya made it! ...Hey, ain't detention supposed ta be longer?" Applejack questioned her friend as she sat up against the cushioned nearby wall.

"They let us off the hook early!" Rainbow Dash smirked, flying over to meet her friend. "How much practice time did I miss? Coach isn't gonna kill me, right?"

"Nah, we had ta start later too since there was a faculty meetin'. Ya only ended up missin' 'bout five minutes er so." Applejack shrugged. She studied her friend, looking her over. Her mane was messier than usual, and she looked...different. "...What happened to ya? Ya look like ya got in a fight an' were runnin' a marathon!"

"Huh?" Rainbow Dash blinked, and then blushed profusely when she realized she was still a mess. "Oh yeah...well, you're not too far off on the fight part, AJ..."

"Oh great..." Applejack rolled her eyes, sipping her water bottle. "Who'd ya get inta fight with this time? Did ya skip detention again?"

"Heh...I tried to..." Rainbow Dash crossed her forelegs and hovered in front of the Earth pony. "But Fluttershy stopped me...and we butted heads over it, literally!"

"Say WHAT?!" Applejack shot up. "Hold on there, Ah know yer in denial 'bout her an' all, but Ah will NOT let ya hurt her!"

"Whoa, whoa, whoa! Hold up, a minute!" Rainbow Dash held her hooves up defensively. "I never said I beat up on Fluttershy, I said we literally butted heads over me trying to cut out of detention! Sheesh, I'd NEVER hurt Fluttershy!"

"....Okay..." Applejack calmed herself and sat back down. "Then what happened?"

"Well...if you can believe it..." Rainbow Dash crossed her forelegs again. "Our butting heads turned into a hot make-out session!"

Having been drinking some water, Applejack did a spit-take. "What in tarnation?! Y'all made out?!"

Rainbow Dash scowled, having had the water spit into her face. She shook her head, and then nodded. "Yeah! It was totally crazy! One minute, we're butting heads and pushing against each other with all our might, and the next, I've got her pinned to the floor and we're totally macking on each other! And you know, I've gotta say, Fluttershy's an awesome kisser! I didn't think she had it in her!"

"....Well dang..." Applejack blinked, wide-eyed. "...Then what happened?"

"Well, we were sucking face with each other for a while..." Rainbow Dash continued. "And the next thing I know, we're grinding into each other! And then...you won't believe this next part!"

Still wide-eyed, Applejack took another sip of water ahead of time to avoid another spit-take. "...What happened next?"

Rainbow Dash blushed, but she also smirked. "Get this...she was moaning and begging for me, saying how much she wanted me!"

The Earth pony's eyes went wide. ".....Seriously?"

The Pegasus nodded, still smirking. "Seriously! So you know what I did?"

"...What'd ya do?" Applejack could already guess.

"I totally went down on her!" Rainbow Dash's smirk widened. “Oh yeah, eating her out was the BEST!”

"...Wow..." Applejack whistled. "Ya never did that before...an' she liked it?"

"Buck yeah, she did!" Rainbow Dash grinned widely. "You should've HEARD the way she was moaning and screaming my name!"

"Ah think that's meant fer yer ears only..." Applejack said sheepishly. "So ya went down on her...okay...then what happened?"

"You're not gonna believe this, even more!" Rainbow Dash smirked again. "But after I finished going down on her, she went down on ME!!!"

Applejack did another spit-take, but missed Rainbow this time. "Say WHAT?! Fluttershy?! SHE went down on ya?! ....Fluttershy?! ...Ah had no idea she had it in her..."

Rainbow Dash scowled again, but was thankful that Applejack missed her. "I know, right?! I TOTALLY couldn't believe it! Fluttershy...hide-behind-her-mane Fluttershy...can't-look-anypony-in-the-eye FLUTTERSHY...went down on yours truly!!!"

"...Dang..." Applejack whistled. "Then Ah don't even need ta ask that ya liked it."

"Hay no, you don't!" Rainbow Dash shook her head, grinning. "You should already be able to guess that I liked it! It was AWESOME!"

"....Okay then... But Ah gotta ask, what's that mean fer you two now? Ya made out an' went down on each other, ya both liked it, so what're ya'll gonna do now?" Applejack queried.

"Well...I don't know..." Rainbow Dash frowned, biting her lip. "See, after all of that was done...we got to talking about the old days...and Fluttershy started crying, and saying how she wished we could be friends again, and then I started crying and saying I wished we could be friends again... Yeah, I cried! So what?! If you tell anypony I did-"

“Cool it there, sugarcube,” Applejack interjected, “Ya know Ah wouldn't do that at a time like this.”

Cooling her jets, Rainbow nodded as she collected herself once more, “Thanks, AJ. So yeah, that happened.”

"Awwww..." Applejack murmured softly, smiling. "Forgive me fer sayin', but that's real sweet. Ah guess she really did miss ya, too. Ah told ya she must've."

"Okay...you were right, all along..." Rainbow Dash nodded, rolling her eyes. "Anyway...we agreed that we would be friends again, and forget about all of our fighting..."

Looking relieved, the Earth pony nodded, "That's good ta hear. ..Ah sense there's somethin' wrong with this. Awright, what happened?"

"Well...I think Fluttershy was about to tell me...I think she was about to tell me that...that she...loves me..." The cyan mare said with uncertainty, a thoughtful lace to her tone.

Applejack's eyes widened, and since she was about to sip her water, didn't do a spit-take. She sipped it, considering, and then spoke up again. "Ya think she was?"

Rainbow Dash nodded. "I can't really be sure...because just as she was about to say it...the detention supervisor came back, and told us we could leave...so I kinda sped outta there..."

"Ya just left her?!" Exclaimed the surprised farm pony.

"I couldn't help it! If she'd said it, she probably would've wanted me to say it back! And I...oh, I'm not sure, AJ...I'm not sure if I love her..."

"Oh..." Applejack whistled. "Well...ya DID make out with her...ya went down on her...let her go down on you.... Ah think ya must feel somethin' fer her, 'cause Ah know ya wouldn't let that happen with just anypony."

"You're right about that..." Rainbow Dash sighed, nodding slowly. "But-I don't know, it feels too rushed! We only just NOW decided to be friends, again! I...I need some time...to think about how I REALLY feel, y'know?"

"Course ya do, Ah get ya," Applejack nodded, smiling a little. "Ah guess that is kinda rushed, ain't it? ...'Course it is kinda like ya had makeup sex!" She snickered at that, then got serious again. "You should talk ta her on Monday er somehin', try ta see where y'all stand."

"All right. I'll do that." Rainbow Dash nodded. She snickered at what her friend said. "Heh...yeah, you're right! We did practically have make-up sex!"

"Ah knew it!" Applejack laughed. "Well, if it led to y'all becomin' friends again an' likin' each other again, maybe it might be good fer ya both."

"Maybe you're right!" Rainbow Dash chuckled. "I guess we'll just have to see what happens by Monday!"

"Awright, then Ah hope things go well fer y'all." Applejack smiled, and could see that the coach was calling them in. "That's us! Ya ready fer practice?"

"Oops!" Rainbow shook her head. "I gotta go change! See ya in a minute!" She zoomed off to the locker room to change into her practice uniform.

Chuckling to herself, Applejack set her water bottle aside. "That Rainbow Dash...always in a hurry."

True to her word, about a minute later, Rainbow came speeding into the gymnasium, dressed in her practice uniform. "One minute, exactly! What did I tell ya?!"

Applejack laughed, grinning at her. "Ya sure told me, RD!"

Rainbow Dash grinned, playfully sticking out her tongue. "You know it, AJ!"

"Awrighty!" Applejack winked at her. "Ya ready, then?"

"You know me! I was BORN ready!" Rainbow Dash smirked, winking back at her. "Let's do this!"

"Then let's play ball!"

"Let's go!"

On the following Saturday, the day after these events, Rarity and Fluttershy took Twilight out to the mall, to buy some new clothes and items for school. Even though it was the middle of the semester, Rarity stated it never hurt to update and make sure to have fresh new materials at the ready. Especially made true in terms of fashionable schoolwear! Though Twilight and Fluttershy shared the "function over form" belief.

They were now at the supply store, browsing one of the aisles that contained assortments of notebooks and notepads, to which Twilight eagerly took to. All of the various styles, colours and sizes were enough to catch her interest, big time. She now sat in front of one of the shelves, studying the notebooks one by one, considering which of them she could get.

"Um...I already have some now... so...whenever you two are ready to move on..." Fluttershy spoke up, indicating to the notebooks in her basket.

"We'll be with you momentarily, Fluttershy!" Rarity told her. "Twilight, darling, do you really think you'll need quite so many notebooks?"

"Of course! I have to take notes on everything and organize them as such," Twilight explained, holding a couple from the shelf with her magic, "I can't mix my Math notes with my History notes, after all! They should be organized and properly referenced. If they're a mess, I can't study!"

"Oh, well, if you insist." Rarity took a notebook from the shelf with her magic. "At least have a variety of styles, dear."

Twilight beamed, placing a few more notebooks into her basket. "Definitely! I have a different style for each subject! And even a few other things I want to take notes on, too!"

"My, my, Twilight! You're certainly very organized, aren't you?" Rarity giggled, placing a few notebooks into her own basket, and then picking up a packet of colorful pencils.

Proud, Twilight nodded as she selected a couple more notebooks, "I sure am! Organizing is something I've always prided myself on making sure to do. If you want organization and efficiency, I'm your pony!"

Rarity giggled again, placing the pencils into her basket. "I shall keep that in mind, Twilight."

"Um...I'll just...go see what I can find in the...other aisles..." Fluttershy announced, softly.

Twilight nodded, not paying much attention to the Pegasus as she continued to browse the notebooks. Seeing that she was not getting to them, Fluttershy sighed and walked around the corner to get to the next aisle.

An aisle of party supplies.

To which Applejack and Pinkie Pie were browsing.

Nervous, Fluttershy started to walk off, but Pinkie noticed her.

"Oh! Hey, Fluttershy! What're you doing here?" Pinkie Pie called to the creamy-yellow Pegasus, waving her hoof and smiling.

"Um...just.....buying some supplies...with Twilight and Rarity..." Fluttershy said shyly, backing away.

"Ah see, that's mighty nice, sugarcube!" Applejack smiled.

"Thank you... Um...may I ask...what kind of...party you're throwing together this time, Pinkie?" Fluttershy indicated to the Earth pony's basket with her hoof.

Pinkie grinned widely. "It's gonna be a surprise welcome party for Twilight! I saw her at school yesterday, and I didn't know her, so then I got this idea, and I went (here, she took a giant gasp of air), and I knew I had to throw her a welcome-to-Ponyville-High-School-slash-welcome-to-Ponyville party!"

"O-Oh...I see..." Fluttershy nodded, letting it sink in. "Um...well...if you want...Rarity and I are spending the afternoon with her... We can...bring her to the party later..."

"That'd be super-duper-ultra-extra-special-awesome!" Pinkie nodded, smiling brightly. "Be at Sugarcube Corner at 8:00 sharp! Okey-dokey-lokie?"

Fluttershy nodded, smiling a bit. "All right. At 8:00, we'll bring her there. Well, this is very nice of you, Pinkie... I think she's going to like it."

"We hope so!" Applejack said, placing some streamers into the basket. "We're gettin' everythin' ready! Just don't let her know what's goin' on!"

"Oh, I won't!" Fluttershy promised. "Anyway, I'll leave you girls to your-"

Just as she was backing away to leave the aisle, she bumped into somepony behind her, making her squeak.

"Oh! Sorry! I wasn't..." Fluttershy turned around, only to be muzzle to muzzle with Rainbow Dash. "...Um...!"

"Oops! Sorry, my bad!" Rainbow Dash apologized, her snout reddening as she smiled sheepishly.

Fluttershy blushed heavily, looking down shyly as she took a single step back. "Th-That's okay...no problem... It wasn't...your fault..." She swallowed hard.

"Heh. Right." Rainbow Dash nodded, still blushing a bit. Then she looked past Fluttershy to Applejack. "Yo, AJ! Hook shot!" She tossed a pack of balloons towards the basket.

"Yaah!" Applejack kicked her hind legs, sending the pack flying into a spin...

Which landed expertly into the basket.

"Weeeell doggie! Slam dunk!" Applejack grinned at her friend and fellow athletic teammate.

Fluttershy giggled a little, "Um...well...you girls...h-have fun...I'll...I'll, um, see you later! Yes...see you later..." Fluttershy's snout reddened all the more.

"Yeah! Two points!" Rainbow Dash cheered, pumping her hooves in the air and hovering off the floor. She then turned back to Fluttershy with a grin. "So, you're gonna be at the party, right?"

"Um...yes...of course..." Fluttershy nodded, rubbing one foreleg against the other.
"Awesome!" Rainbow nudged her with her hoof. "You know Pinkie throws the best partay in Ponyville!"

"Absolutely..." Fluttershy bit her lip to keep herself from gasping...and resisting the urge to pull her aside so they could talk about things. "And well...it's very nice of her to reach out to Twilight... It'll be...be fun...yes...very fun..."

"Hay yeah!" Rainbow winked. "So much fun!" She then lowered her voice to a whisper. "Come by my place an hour before the party. I think you know what we need to talk about."

Fluttershy gasped softly, her cheeks reddening. But she nodded, lowering her voice...even more. "Y-Yes...I do know... I'll be there..."

Rainbow Dash nodded, and offered a friendly nuzzle to reassure her. "Good. Then I'll see you at 7:00, all right?"

"All right..." Fluttershy blushed and felt herself smile. "I'll see you at 7:00..." She nuzzled back.

"Y'all okay over there?" Applejack called from down the aisle. "We're goin' ta get some refreshments!"

"Count me in!" Rainbow called over her shoulder. She turned back to the creamy-yellow mare with a soft smile. "See you at 7:00, Fluttershy. Don't bail on me, either."

"I won't... I promise." Fluttershy promised, her heart racing. The last thing she ever wanted to do was to relive the day she had made that mistake, big time. Already she could feel the pangs of regret and guilt in her stomach, as if a warning of what not to do. But she held fast, as best as she could, to let her...friend know that she was not going to make the same mistake again.

"I trust you, pal." Rainbow nuzzled her again. "See you later." She then turned and flew off to rejoin the two Earth mares.

Fluttershy felt her wings quiver, flapping gently before they receded. She couldn't believe this chance! As nervous as she felt, scared as she was for what this could have meant, the creamy yellow mare was determined to win her friend's trust.

She left the aisle, heart pounding and cheeks still flushed, coming around to meet up with Twilight and Rarity.

"There you are, Fluttershy!" Rarity smiled with relief when she saw her friend. "We were beginning to wonder if you'd gotten lost!"

"Oh, no! Not at all," Fluttershy lowered her voice, making sure Twilight wouldn't overhear. "I...saw Applejack, Pinkie Pie and Rainbow Dash...they were buying supplies for a surprise party that Pinkie is throwing for Twilight tonight."

"Oh, my!" Rarity smiled behind her hoof. "What a wonderful surprise this shall be!"

"Absolutely, yes..." Fluttershy nodded, "So..the party is at eight tonight, at Sugarcube Corner. Do you think you could keep her occupied and bring her there...by then?"

"Certainly!" Rarity nodded. "Why, I'll take her to the spa to get ready for the party! But why do you want me to keep her occupied, Fluttershy? Won't you be joining us?"

"Wonderful! Um...no...I...uh...have uh..homework! You know...I'll be there at the party...of course..." Fluttershy's eyes shifted nervously.

"Homework?" Rarity raised an eyebrow. "But Fluttershy, you came over and did your homework with us last night, didn't you?"

"Oh, then, I'm....washing my hair?" Fluttershy grinned sheepishly.

"Try again, darling." Rarity gave an amused smirk.

"I...I just...." Fluttershy mumbled, nervous.

Twilight came trotting over to them, overhearing their conversation. "What's wrong, Fluttershy?"

"Nothing! I'm just...um...!!" Fluttershy shrank back. "...Um...well...you see...I..."

"Fluttershy, please just tell me..." Rarity said gently.

Fluttershy hesitated, seeing Rarity and Twilight looking at her with concern. She bit her lip, looking down, beginning to walk away, motioning for them to follow her.

"I...well...I ran into Rainbow just a few minutes ago..." She confessed.

"What happened?" Twilight asked, curious. "Is...everything okay?"

"Did she upset you?" Rarity's eyes narrowed. "Tell me, and I shall set her straight!"

"N-No! Not at all..." Fluttershy said quickly, shaking her head. "She...um...asked me to come over to her place tonight an hour before the pa-big game."

Twilight nodded, not quite catching on to the little white lie at the moment. Or at least, she wasn't thinking about it. "All right, well, isn't that good? Does she...want to talk to you about what happened yesterday?"

"Y-Yes...she does..."

"I see! Are you going to meet her, then?" Rarity asked her.

Nodding, the creamy yellow pony placed her basket on the counter with her mouth. She waited for her friends to do the same, before responding, "Of course I am... I...well...she wanted me to promise I wouldn't bail on her...and I...I just couldn't possibly let her down again...not after what I did before..."

"That's great, Fluttershy," Twilight smiled. She levitated her basket, but Rarity took both of theirs into her own magic for her. "Oh, thanks!"

"You're quite welcome!" Rarity smiled, holding her basket and Twilight's in her magic.

Twilight giggled, turning back to Fluttershy, "I'm glad you guys are going to have a chance to talk things out. So, you're saying she asked you to do this?"

"She did, yes... I...well...didn't expect her to...but...well, she said she trusted me..." Tears pooled in her eyes, "Oh, I may lose a lover...but at least I'll have my best friend back."

Looking to her sympathetically, Twilight side-glanced to Rarity, whispering, "For her sake, I hope she doesn't lose either one."

"As do I, darling..." Rarity murmured, shaking her head.

Getting their stuff paid for, the three mares left the store with their saddlebags loaded up. Fluttershy remained silent for a bit, as did Rarity and Twilight, while the three of them headed out of the store. Their next stop was to the nearby dress shop, at Rarity's insistence, despite that she wasn't one to follow trends, but make her own.

"Well, Fluttershy," Twilight said finally, "At least you two can finally talk about this, right? It'll be good to see where you guys can go from here. I don't know Rainbow like you two do, but I guess I have to say this is pretty mature of her."

"It is..." Fluttershy agreed.

"Oh, indeed it is!" Rarity nodded. "It seems Rainbow Dash has decided to act like a mare instead of a spoiled little filly, for a change!"

"Hey, if nothing else, it shows she really wants to fix things with you!" Twilight said optimistically. "I don't know, Fluttershy...maybe you do have a chance with her."

"I don't know..." Fluttershy shifted, nervous.

Twilight shrugged a bit, searching her mind for something to follow that up on. "Anyway, what time did she ask you over?"

"Around seven."

"Ah, so an hour before we're all supposed to get together at Sugarcube Corner!" Rarity nodded. "Wonderful!"

"A get together at Sugarcube Corner?" Twilight repeated, looking at Rarity with confusion.

"Oh, yes! You see, Pinkie Pie often invites everypony over for a movie night!" Rarity explained, winking at Fluttershy discreetly.

Fluttershy winked back, "Oh, yes! And she's throwing one tonight, as you can see."

"Well, that sounds fun! I hope you girls have fun," Twilight smiled.

"What do you mean? You're invited, too, Twilight," Fluttershy added.

"Of course!" Rarity smiled. "Pinkie wanted you to be there, especially!"

Twilight blinked, tilting her head. "But...why?"

"Well, she's a very friendly and outgoing pony and loves to make any new pony in school or in town feel welcome," Fluttershy explained. "And she wanted you to come to tonight's movie night."

"Trust me, Twilight! You're going to love it!" Rarity beamed. "Pinkie hosts the best movie nights!"

"Well, all right!" Twilight giggled, nodding. "I'll come tonight, then. It'll be fun to get to do something like that with my new friends..."

Fluttershy smiled, winking at Rarity, "Then we look forward to it, too, Twilight."

Rarity smiled and winked back at Fluttershy. "I'm certain you'll enjoy yourself very much, Twilight!"

Twilight smiled, then took a look around the store they were in. Her smile faded into a mild look of dismay. Shopping for clothes, dresses especially, were not quite her strong point.

"...Well...guess we should get this over with."

It was 6:57 when Fluttershy arrived at Rainbow Dash's home. Her family lived in a lavish cloud home hanging low above Ponyville, which was where they set up residence after moving from Cloudsdale. Despite having seen it many times, it never failed to amaze Fluttershy, not to mention think of just how much it suited her friend.

But she had work to do, she no time to be admiring the home.

She landed on the doorstep, knocking tentatively.

The door opened, and a dark-pinkish Pegasus with a blue mane answered the door, smiling warmly. "Oh, hello there, Fluttershy. Come in, please. Rainbow's just getting ready."

"Um...thank you, Miss Firefly..." Fluttershy said softly, not quite looking at her as she came inside.

Firefly smiled as Fluttershy came inside the grand cloud mansion, closing the door after her. "You can have a seat in the living room, or you can go on up to Rainbow's room, honey."

"Oh...I'll go see her...thank you..." Fluttershy gave a polite bow, before she slowly flew upstairs.

She came up to Rainbow Dash's bedroom door, which was closed, decorated with a "KEEP OUT!" sign.

Swallowing, the creamy yellow mare knocked on the bedroom door.

"Um...Rainbow...?"

"C'mon in!" Rainbow Dash called through the closed door. Loud metal music could be heard blaring on the other side, which made it surprising that she even heard the knock.

Gulping, Fluttershy opened the door, trotted inside, and then closed it behind her. She blushed, heavily, but managed to maintain herself as best as she could.

"Um...hello...Rainbow..." She waved a bit, nervous.

"Hey, Fluttershy!" Rainbow Dash grinned and waved back, placing her comic book aside. "I was waiting for you!"

"Oh...I...I'm not too late, am I...?" Fluttershy sat on her haunches, looking away with a blush.

"Nope, not at all!" Rainbow glanced at her clock, which changed to read 6:59. "You're actually about a minute early, but who's keeping track?"

"True..." Fluttershy rubbed her foreleg against the other, nervously. "Um...well...I'm...I'm glad...w-we could talk...about this..." She glanced up at her, hiding behind her mane a bit.

"Uh-huh." Rainbow patted the bed beside her, scooting over to make more room. "So why don't we go ahead and get this all out on the table, then?"

Blushing, Fluttershy made her way over to the bed, climbing onto it rather than flying. It felt as if her wings were glued to her sides at this point, given how nervous she was. She looked down at her lap, now sitting next to her. "Um...where...do we start...?"

"For starters..." Rainbow sighed, looking down at her lap. "Sorry I ran off like I did yesterday, after we...y'know..."

This caused Fluttershy to glance up, surprised at that. She hadn't thought Rainbow would apologize for that, since, in the big picture, it wasn't a big deal. All it really did was make her a little anxious. At the time, it may have been, but as an afterthought, it could've been worse. "Um...it's all right, Rainbow..."

Rainbow Dash nodded, still looking down and avoiding eye contact. "Well...okay...I just...well, I didn't mean to make you feel awkward about...y'know...what we did..."

"Well I...it's okay...I wasn't sure what to think of it...but I...I'm all right now..." Fluttershy rubbed her hooves nervously, also avoiding eye contact.

"You sure?" Rainbow now looked up at her friend, blinking in surprise. "I must've seemed like a real jerk, flying off and leaving you alone like that..."

"I was more...anxious and worried, that's all..." Fluttershy hid her face behind her mane. "I thought...maybe it was too much for you and you didn't want to be near me anymore..."

"What? Are you kidding?" Rainbow shook her head. "Yeah, you caught me totally off-guard with that, but I didn't want to never be around you again! I just...I dunno...I had to go sort out my feelings, I guess."

"I...did think that, too..." Fluttershy admitted, still not looking at her, "...Rainbow, I...I...wanted to say...”

The shy pony went quiet for a few moments, debating whether or not to tell her. This was, after all, an opportunity to get everything out on the table. If she didn't do it now, she would likely regret it and then lose her nerve all over again. Even worse, what if she was never given another chance? Her feelings already ate at her enough as it was, she didn't need even more of the weight holding her down.

“Oh, I can't hold it anymore!!"

Tears pooling in her eyes, the feeling inside of her just about popped like a bottle of a carbonated drink, just popping the lid right off and sending it flying. Fluttershy just had to let it out. Just as this talk was for, she let it out, just let it all out on the table.

"Rainbow Dash...I love you!"

Rainbow Dash's eyes went wide. "What...what did...what did you just say...?" Her snout reddened, and her wings fluttered excitedly before stilling and folding into her sides.

"Meep!" Fluttershy recoiled, now looking at her with wide eyes, her snout as pink as her hair. "I...I...I said...oh... I...um..."

"You said...you loved me...didn't you..." Rainbow repeated, quietly, her eyes still wide.

"...Y-Yes...I...I...I did..." Flutteshy looked away, trembling a bit. The tears continued to fall as she hid behind her mane. "I love you so much..."

"Then..." Rainbow Dash took Fluttershy's face in her hooves, turning her head to look at her. Then, closing her eyes, she leaned in and kissed her with sweet, tender passion.

"Mm!" Fluttershy's eyes went wide, her entire form froze. What was going on here? Her mind just couldn't wrap around this at all. What did this mean??? Already she nearly wished it would end so that she could get some answers!

But that was quickly overridden by her desires. Fluttershy kissed back, gently, with sweet passion.

"Mmm..." Moaning softly between their mouths, Rainbow Dash let go of Fluttershy's face and brought her hooves around her neck, drawing her closer as they kissed. Her tail swished about, wrapping and entangling with the other Pegasus's tail.

Oh, who was she kidding? Fluttershy didn't want this to end! Whatever was impulsing Rainbow Dash to kiss her, hold her like this, she didn't care! It was way too wonderful, blissful to think any further about. Whatever this was, she was going to enjoy it.

The memories of the day before were flooding back, already with the familiar thrills and feelings of getting the chance to kiss her longtime crush. Moaning softly, the creamy yellow Pegasus brought her forelegs around Rainbow's torso, allowing herself to be brought closer.

Growling sensually, Rainbow Dash hooked her forelegs around Fluttershy's neck, gently pulling her closer as the kiss grew more intense. Eagerly, she licked at the creamy yellow mare's soft lips, begging for entrance into her sweet cavern.

A little squeak escaped Fluttershy, but she opened her mouth to allow entrance of her friend's tongue. She ran her hooves up her back, before bringing one up to run through the prismatic mane. She moaned between their mouths, her wings now flaring slightly.

Rainbow's wings flared out as her tongue slipped into her friend's cavern, eagerly tasting and exploring the new territory. She brought one hoof into the soft pink mane, running through it as her other hoof trailed along her spine, along the junction between her shoulders.

Fluttershy trembled as shivers coursed up and down her spine. She moaned softly, her wings now flaring out completely with excitement. Her own tongue explored the growing familiar territory of Rainbow's mouth, liking the taste of whatever she had for dinner earlier. Her hoof coursed through her mane, the other trailing downward to her lower back.

Rainbow shuddered with pleasure at Fluttershy's touch, her own wings flared out now, and even fluttering a bit. Her tongue explored the new and yet familiar cavern with gusto, savoring the unique tastes of her supper. She ran her hoof through the soft mane, her other hoof drawing circles between her shoulders.

The need to breathe was getting to her, but Fluttershy did all she could to ignore it. She breathed through her nose, bringing one hoof to gently tease the feathers of her friend's cyan wings.

Warmth began to pool in Rainbow's stomach as her friend's hoof teased the feathers of her wings. She responded in kind by bringing her own hoof to gently tease and play with the creamy yellow feathers of her wings. Their tails intertwined, as they lost themselves in one another, never wanting to break apart.

Fluttershy moaned loudly, taken away by the wonderful feelings. So much so, she barely realized that she just about collapsed against Rainbow Dash. This caused the said pony to fall back on her bed, with Flutteshy on top. Neither of them cared as they continued making out and stroking each other's wings with gusto.

Turning onto her side, Rainbow Dash did the same with Fluttershy, both of them still locked in their passionate make out. She hooked one hind leg around Fluttershy's hind leg, stroking her flank with her hoof in a teasing manner. Inwardly, the cyan Pegasus smirked as she could hear and feel Fluttershy moaning from her actions.

As much as Fluttershy didn't want this to end, she just had to for a moment, if only to just breathe. She did so, looking at her friend with dazed, lovestruck eyes, hazed with lust. She panted, trying to get her breathing rate normal, despite her trembling. "R-Rainbow...?"

Panting softly, Rainbow gazed lovingly at her friend with lust-clouded eyes. She brought a hoof to her face, gently touching her cheek as she caught her breath. "Yes...Fluttershy...?"

Fluttershy opened her mouth to respond, but just melted into the tenderness. How could she not? After having gone through the past few years of either never speaking to each other or arguing, to all of what happened yesterday, to right now... Why not?

"I...what does this mean...?" She whispered, gazing up at her with wonder and hope.

"What does what mean...?" Rainbow Dash blinked, stroking her cheek tenderly. "It should be obvious, shouldn't it...?"

A light gasp escaped Fluttershy as it began to dawn on her. "...Y-You mean...?"

Rainbow nodded, smiling softly at her once-best friend. "If this is what you want..."

Tears pooling in her eyes, Fluttershy beamed the brightest smile she could muster. This was too good to be true, she had to be dreaming. But no, the tender touch from her friend's hoof, her breathing, the fact that everything around her was still happening... It was all true, very real.

"Yes...I do! Oh, Rainbow... I've wanted this for so long...all of this...and I..." She nuzzled into her hoof.

Tears welling in her own eyes, Rainbow Dash returned the smile with an equally bright, if not brighter smile of her own. She leaned forward, nuzzling their noses and kissing her cheek sweetly. "I've wanted it, too, Fluttershy. You don't know how long I've wanted it..."

Letting out a happy little cry, Fluttershy giggled and gazed up at her once-best friend lovingly, bringing a hoof of her own to her cheek. The fact that this was happening, especially with Rainbow admitting she'd wanted this for a long time, maybe as long if not longer than she herself did... Fluttershy just wanted to dance!

Now she knew, without a shadow of a doubt, that the same words her companion had spoken yesterday, in the heat of the moment, rang true. "Oh, Rainbow...I'm so happy... I never would've thought..."

"Shh..." Rainbow gently silenced her by pressing a hoof to her lips. "You don't even need to say it, Fluttershy..."

Heart pounding and melting all at once, Fluttershy smiled and blushed, her features brightening all the more. "Mmm..."

Smiling, Rainbow nuzzled into her, holding her in a warm embrace, their tails still twisted and tangled together. "Hmmm..."

There was so much more that Fluttershy wanted to say, wanted to ask, but as she settled deeper into their loving embrace, it didn't matter. She of all ponies should know this, considering how quiet she often was. But Rainbow was right. They didn't even need to say anything. Not right now. They could get to that later.

Fluttershy closed her eyes in bliss, snuggling further into her longtime companion and feeling herself smile. She relished the warm feeling, sweet scents, and just the overall closeness of their sweet embrace. A moment like this were only ever dreamed of, especially in the past couple of years. And she enjoyed ever second of it.

With a rarely-seen warm, tender smile gracing her features, Rainbow Dash gently brought her cyan wings around the creamy-yellow body that was snuggled against her own. After all of the drama they'd been through over the past couple of years, after all of the blame games over whose fault it was that their fillyhood friendship had fallen apart, after sorrowful days and sleepless nights filled with regret over everything that had happened, finally; she had her best friend, now her marefriend, where she had always belonged.

She couldn't have been happier.