For her second time at the spa since the day before, Twilight Sparkle had to admit that it was actually very nice. Not to mention relaxing, and yet so stimulating to the senses and the body at the same time. The tension in her shoulders and even her joints were lessened so much, Twilight couldn't recall ever feeling this comfortable. At least, not beyond her wonderfully luxurious bed back in her home in Canterlot.

She sat in the warm hot tub with Rarity, still with some time to spare before they had to head over to Sugarcube Corner. Opening her eyes, she faced her fellow unicorn, "You know Rarity... I have to say this was a pretty nice idea... Although I don't know why a spa treatment before a movie night with our friends was part of the equation..."

Smiling, Rarity opened her sapphire eyes and glanced back at the lavender unicorn. "Well, Twilight, think of it this way. Pinkie Pie needs time to prepare for everything, doesn't she? We're in no rush, the first movie doesn't begin until eight."

"I guess so..." Twilight shrugged, knowing very well about the fact of needing to prepare for things ahead of time. "Do you know what movies she'll be playing, or is it usually a surprise, or some kind of theme?"

"It's usually a surprise." Rarity giggled a bit. "But sometimes Pinkie will spring a theme on everypony. For example, last month's movie night consisted of natural disaster films. Quite an exciting night, that was!"

"Wow, it must've been pretty exciting!" Twilight laughed, shaking her head. "For movies like those, I can imagine."

"Oh yes, indeed!" Rarity giggled behind her hoof. "I must say, Fluttershy did not take well to the selection, at all!"

"Why not? Natural disaster film scare her?" The lavender unicorn assumed, tilting her head.

"She's not very fond of them, no." The white unicorn shook her head.

Twilight gave a nod in understanding as she settled more into the warm bath. Moments later, the door to the room opened, with slow and careful hoof steps moving in. Opening her eyes, Twilight turned to the newcomer patron in an attempt to offer them the bath-

Only to find a very smiling, blushing, and lovesick-looking Fluttershy walking in. "Hello, girls..." She cooed, not missing a beat.

"Oh! Hello, Fluttershy!" Rarity smiled at her best friend. "I thought you went to meet with Rainbow Dash? Is everything all right?"

"Oh, it's wonderful!" Fluttershy sang out, giving a little dance and giggling.

"Oh, so I guess it went well?" Twilight smiled also. "You guys are friends again?"

"Well...yes...but um...we're more than that!" The creamy yellow pegasus approached the tub, and hovered into it to join them.

"More?" Rarity's eyes twinkled. "You simply must tell us, darling!"

"Well... I went to her house...and went to see her in her room. We finally managed to talk about things a bit more." Fluttershy said, not quite looking at him, but her smile was saying everything. "And I...well, I kind of let loose and told her that I was in love with her."

"Wow..." Twilight murmured, amazed. Just the day before, she could remember how terrified the poor pony was of the prospect of doing that.

"Oh, Fluttershy!" Rarity exclaimed, eyes sparkling with happiness. "Oh, I'm so proud of you! What did Rainbow Dash say when you told her you're in love with her?"

"She...didn't say much of anything..." The pink-maned pony looked down bashfully. "She kissed me, actually..."

"Wow!" Twilight exclaimed, eyes wide. "Then I guess it was all you needed?"

"Yes...she never...exactly said she felt the same way, but she did say she'd wanted this for a long time..." Fluttershy said softly, nodding her head.

"Then I would think that it's safe to say she loves you, too~" Rarity giggled, smiling giddily. "After all, what words cannot say, a simple kiss can speak in volumes!"

"I think you're right..." Fluttershy giggled, looking giddy as well.

"So, what happened after?" Twilight prompted.

"We were snuggling for a while... Oh, it was wonderful! I didn't want it to end... But she had to go and help Pinkie and Applejack set up for the p-movie night! And I offered to go and help, but she insisted I come here to relax with you two... So, she dropped me off and here I am."

"Ah, well that's just wonderful, Fluttershy!" Rarity beamed, settling back into the soothing hot tub. "There's still plenty of time before we need to leave for Sugarcube Corner anyways, isn't that right?"

"Right!" Twilight agreed. "So, how about at school? What are you two going to do about that?"

"We didn't talk much of that...but we do want to take it slow..." Fluttershy murmured. "Even if we still have to keep our distances here and there."

"Well, as long as you don't become "frenemies", everything should be fine." Rarity said. "Otherwise, you'll end up with quite a mess on your hooves!"

"Oh, never!" Fluttershy shook her head. "We're far past that now. I lost her once, and I'm not going to lose her again!"

The purple unicorn giggled a bit, smiling brightly, "We believe you, Fluttershy. So that's great, really. I'm so happy for you two!"

"As am I!" The milky-white unicorn giggled, smiling with her eyes. "It's certainly wonderful that you've reconciled at last!"

"Just out of curiosity," said the studious pony, realizing an afterthought. "How do you think Rainbow is going to take this? From what I've seen, she's usually a pretty tough and brash kind of pony, not exactly somepony who would...be sentimental in front of others. It kind of goes back to my question about what you guys will do during school, but how are you going to handle that?"

"...Well...I'll give her her space...and I won't force her to
be all cute and...'mushy', as she puts it, in front of anypony else." Fluttershy said meekly, biting her lip. "She was hesitant about showing up to movie night together, anyway."

"She was?" Rarity blinked, raising a delicate eyebrow. "And why was that?"

"She's a bit...conservative of her reputation, you might say," Fluttershy shrugged. "It's all right, though. I understand she may not be very prepared for everypony seeing that she has a fillyfriend...especially one like me."

Rarity gave a nod of understanding toward Fluttershy, but it only served to confuse Twilight for a moment.

"But why would she be embarrassed during a movie night between friends? I can understand she'd be embarrassed at school, but there?" She asked.

"I would imagine it has to do with getting used to the idea, Twilight." Rarity murmured. "Rainbow Dash has never shown the slightest amount of interest in anypony at school, filly or colt. So for her to suddenly show up with a girlfriend would likely be scandalous!"

"Scandalous?" Twilight blinked.

"Yes, that's true." Fluttershy added in. "And the thing is...everypony has spread rumous about her being...well...a lesbian. Because of her rainbow hair and her tomcolt mannerisms. I suppose she's a little nervous about that, as well... I can understand... We grew up with that kind of accusations all the time."

"Yes, that would certainly add to it, as well." Rarity nodded in agreement, frowning.

"Okay, so it'll just take some getting used to, then." Twilight surmised.

"Exactly." Fluttershy nodded. "I'll be getting used to this, too... since I only ever tried to date one stallion... It didn't work out."

"Oh dear, I think I remember that..." Rarity shook her head, still frowning.
"What happened?" Twilight queried curiously.

"There isn't much to say..." Fluttershy mumbled, shaking her head. “And he...well... Was into dating cute fillies. He used me for that... Kept rushing me into things, you know? It was also shortly after my falling out with Rainbow... So I was really upset and emotionally vulnerable."

"It was terribly tragic!" Rarity lamented. "And it did nothing to quell the rising tensions between Fluttershy and Rainbow Dash!"

"Not at all." Fluttershy reminisced, her countenance taking on more of a morose look. "He even accused me of being in a relationship with her, since we were always so close in the past, and I wouldn't let him do things with me that she and I always did together. I tried to tell him that I just wasn't ready and didn't want to be rushed, but he wouldn't have it. A strange occurrence came then.. We were out for dinner and I was just about trying to leave... When a salad bowl came flying from above and landed on upside-down on his head. A waiter had claimed to have tripped and it went flying! He was furious... and I got out of there."

"Really?!" Rarity's eyes were wide. "You never told me about that!"

"That's crazy..." Twilight remarked, shaking her head.

"I...was a little too upset that night...I'm so sorry...and it just never came up..." Confessed Fluttershy, looking to her best friend apologetically. She paused then, looking thoughtful. "...Wait...Rarity...you weren't following us that night?"

"Following you?" Rarity's eyes shifted. "Oh, Celestia forbid I would ever...!"

"...That's odd..." Fluttershy frowned. "I could swear somepony was following us that night."

"Really? How?" Twilight asked.

The creamy yellow pegasus frowned, shaking her head. "I don't know...it's just...I felt as if I were being watched the entire time..."

"Well, it wasn't me!" Rarity protested, shaking her head. "As I said, I would never do something such as that!"

"I believe you." Fluttershy assured, smiling again. "Don't worry, though. It's all in the past, anyway. Things are so much better now, which is what matters, and I'm going to do everything I can to make it work."

"That's the spirit!" Twilight encouraged, feeling herself smile again, too. "Well, we're almost done with the tub, we should get going. It's almost quarter to eight."

"Oh, my! We certainly let time escape us, didn't we?" Rarity rose from the tub, wrapping a towel around herself with her magic and then stepping down to the floor.

"We did!" Twilight agreed, levitating two towels over to her and Fluttershy with her magic. "I think we'll have enough time to fix our hair."

"Ooh, I can help with that!" Fluttershy said excitedly, stepping out of the tub.

"Wonderful!" Rarity beamed, toweling off her coat and hooves.

Fluttershy shared a discreet wink with Rarity, before she took a hairbush and set to work on brushing out Twilight's damp mane.

The unicorn sat back, allowing the pegasus to do just that as she eyed her reflection in a nearby mirror. Already, this day was turning out a lot better than she thought. Her entire beginning in a new school, in a new town, was turning out so much better than one could imagine. She actually had...friends. Good friends.

Twilight smiled. What could go wrong?

At Sugarcube Corner, Pinkie Pie and Applejack were working together on putting the last minute preparations to the party. Already the main room of the bakery was nicely decorated with balloons, streamers, the tables filled with all kinds of treats strewn about, it was a real party room. With the bright colours, additional lighting, and lively music, it was a perfect setup for a fun party. In its own Pinkie Pie kind of way.

"Ah think that's everythin'...all we need now's fer Rainbow ta come on in an' help us with the higher bits." Applejack stated.

"Yupperroonie!" Pinkie Pie nodded, giggling as she placed another tray of cupcakes on the refreshments table. "Oh, Daaashiiieee~ Where are yooouuu~?"

Applejack looked around her, then at the front entrance before shaking her head. "Not here, that's fer dang sure..."

Pinkie just giggled and shrugged. "She'll be here soon, Applejackie! You know Dashie never misses out on my parties!"

Sure enough, moments later, a blur of blue and rainbow came flying in through one of the open windows, tumbling to the floor. Applejack laughed a bit as a very excited and crashy Rainbow Dash came into the clear.

"Ah think ya got that right, Pinkie!" Chuckled the farm pony.

"Hey, Pinkie Pie! Sorry I'm late!" Rainbow Dash apologized, picking herself up after her crash-landing.

"Nooooo problem, Dashie!" Pinkie beamed, tossing the Pegasus a roll of streamers. "Applejackie and I took care of everything else, all that's left is the streamers!"

"Sooo, Ah ain't gonna beat 'round tha bush, sugarcube." Applejack gave her fellow athletic partner a nudge. "How'd yer little talk with Fluttershy go? Everythin' awright?"

"Hay yeah, AJ!" Rainbow Dash grinned, taking the roll of streamers and flying up to hang them around the ceiling. "Better than all right!"

"That's great!" Pinkie smiled and giggled happily. "I may just have to turn this party into a congratulations-on-getting-back-together party for you and Fluttershy, now!"

"Ah wouldn't go that far..." Applejack snickered. "Considerin' Fluttershy bein' that kinda pony who prefers stayin' outta tha spotlight..." She looked back at up Rainbow as she managed a few lower-end streamers. "So one day was all ya needed ta think things over, an' talk ta her, be friends again?"

"Yup!" Rainbow nodded, hanging some streamers around a doorway. "It also helped that I asked Ma for some advice on the situation..."

"Good for you, Dashie!" Pinkie winked at the cyan mare. "When in doubt, Mama can help you out!"

"That there Ma o' yers always does have good advice, sugarcube." Applejack smiled. "Ah'm glad it went well! What'd she say? What happened with Fluttershy?"

"Well..." Rainbow Dash landed back on the floor to tell her friends about what had happened with her mother, as well as with the creamy-yellow mare.

~Flashback~

Firefly looked up with surprise upon the sudden entrance of her daughter. But she smiled anyway, upon seeing the look on her face. "Rainbow, dear, what brings you home so early? I thought you had a lot of things to do with your friends."

Dropping her saddlebags on the couch, Rainbow Dash sat down with a heavy sigh, rainbow tail curling around her haunches. "...Mom? Can I talk to you?"

"I figured you'd want to talk, I could tell." Firefly chuckled as she turned the stove down to simmer the soup she was preparing. "What's up, sweetie? Tell me."

"Well...it's..." Rainbow heaved another sigh, her ears drooping a bit. "...it's Fluttershy."

A thoughtful look overcame the elder pegasus' features before she smiled and sat on her haunches in front of Rainbow. "I see. What about Fluttershy?"

"Well, I..." The younger pegasus swallowed, unsure of what she was about to say. "...y'know how I said I wanted to make amends with her, right?"

"Of course, I've been telling you that for ages. I'm glad you wanted to step up and try that." Firefly said softly. "...Did something happen, dear?"

"Well...yes and no..." Rainbow looked to the floor, her snout reddening. "...Mom...I think I...l-like Fluttershy."

"Do you?" Firefly caught on to what her daughter was trying to say. "Mm-hmm, and why do you say that?"

"First of all...I got another detention today..." Rainbow muttered, ashamed as she avoided eye contact with her mother. "And...so did she."

Firefly shook her head, tsk-tsk-ing, and decided to save the talk of detention for later. "I see. And what happened?"

Rainbow Dash heaved yet another sigh, and, despite her efforts, choked back a sob. "Well...I tried to leave...I know, I'm supposed to serve my punishments...and Fluttershy...she wouldn't let me leave."

In spite of the situation, Firefly chuckled a bit. "She really does take after her mother." Looking back down at her daughter, her expression grew concerned. "Rainbow...are you all right?" She brought a comforting hoof around the smaller pegasus.

Rainbow shook her head, as tears began to pool in her cerise eyes. "We...butted heads, literally...and then...the next thing I know...we're on top of each other...m-making o-out...like nopony's business..."

"Oh...sweetheart..." Firefly shook her head and enveloped her daughter into a hug. "There there now, shhh... So you two ended up a little...carried away, I see. What of it has you so upset, sweetheart?"

In a fairly uncommon moment of emotional vulnerability, Rainbow Dash began to cry, leaning her head into her mother's shoulder. "...I-it's n-not...th-that w-we g-got...c-carried aw-way...i-it's th-that...I d-don't w-want...t-to l-lose h-her!" Even her words ended up in stuttered stammers, something she never exposed to anypony.

"Go on, dear..." Firefly gently urged, rubbing her back comfortingly.

Sniffling, Rainbow Dash forced herself to continue. "I-it w-was...i-it w-was m-more...th-than m-making o-out...w-we...w-we w-went d-down...o-on e-each o-other...a-and th-then...F-fluttershy s-said...s-she s-started t-to s-say..."

Naturally, as a mother, this kind of news did indeed shock Firefly just a bit. She had given "the talk" to Rainbow when she was younger, and knew that her daughter was no fool, nor that she would jump into such things with any random pony. To see that it happened with somepony even she herself trusted still to this day, was slightly relieving. Even if she feared the emotional repercussions somewhere down the line. Regardless, to hear of such thing having occurred the way it did was admittedly very surprising.

"Good gracious, dear... Am I to guess it was possible that she was trying to admit she had feelings for you?"

Rainbow Dash nodded, whimpering as she continued to cry in the older pegasus's embrace. "She...s-she w-was...t-trying t-to s-say...s-she l-loved m-me...b-but th-then th-the...d-detention h-hall supervisor c-came b-back...a-and l-let u-us g-go early...s-so I s-sped o-out o-of th-there...a-as f-fast a-as I c-could..."

While Firefly might have wanted to reprimand her for doing such a thing, she could see that it was not needed. The distraught and crying form of her daughter was all that was necessary. "So you left... And now you're feeling upset at the prospect of losing her again, especially after what happened earlier?"

Rainbow nodded again, sniffling and trying to stop her tears. "I...I d-don't know...w-what t-to d-do...I-I'm n-not s-sure...i-if I still l-love h-her, t-too...a-and...I d-don't w-want t-to...g-give h-her f-false h-hope..."

This made the older pegasus smile. "Well, Rainbow... I could just be a middle-aged mare speaking nonsense... But I think the fact that you're crying at the prospect of losing her, and allowing such intimacy to occur between you two might just be all that you need to know."

The younger pegasus sniffled, blinking tears from her eyes. "Y-you...you th-think s-so, M-mom...? I...I t-talked t-to...AJ ab-bout i-it, t-too...a-and...s-she s-said...ab-bout th-the s-same th-thing...a-as y-you s-said..."

Taking some tissues from the counter, Firefly handed a couple to her daughter to use. "Blow your nose, sweetheart." When Rainbow took the tissues, she answered her question, "I do think so, honey. Applejack seems to be on the right track of this, also. I know you care very much about Fluttershy, even after all this time. Whether or not you feel the same way about her is still up to you. But I would say that all of these signs are pointing you in that direction."

Rainbow sniffled, blowing her nose into the tissues. She then looked back at her mother and nodded in understanding. "...You're right, Mom...I care a lot about Fluttershy...I never stopped caring, even after we stopped speaking. ...I just don't know if I do feel the same way as she does. I...I need to think about it...sort out my feelings. ...I can't risk hurting her again...not when I've already hurt her so much."

"That would be the better idea, kiddo." Firefly agreed, gently ruffling her daughter's hair. "The two of you really do need to just talk to each other and get everything out. I understand you're afraid to hurt her, and that's very compassionate of you. But just remember that above all else, you have to be honest with her about how you feel, whatever that may be."

"I know..." Rainbow murmured, pouting foalishly when her mother ruffled her hair. "I need to talk to her...get everything out onto the table...but I just don't know how to do it...can you help me at all, Mom...?"

"Well sweetie, that's something you can do on your own terms. However, if I can offer some advice, you need to do so in a much more comfortable environment." Firefly advised her daughter.

"So...maybe...should I...invite her over...?" Rainbow suggested, her ears beginning to perk up again. "I think...she'd be more comfortable here...than trying to talk over lunch...at school..."

"I don't see why not, dear," Firefly winked at her. "Fluttershy has spent a lot of time here ever since you two first met! Her mother has said that she claimed our house to be her second home. Perhaps...inviting her back into your world after all this time will give her just the rain of confidence that she needs."

"I hope so..." Rainbow Dash managed to grin. "All right...I'll invite her over for dinner Monday after school. ...Would that be all right, Mom? Do you mind cooking for three? Or we can go eat somewhere in Ponyville?"

A grin overcame Firefly's features as she winked. "You leave that to me, sweetie. I think that will be just the thing you two need."

Giggling, Rainbow Dash finally cracked a smile, her rainbow tail swishing about as she stood. "Thanks, Mom. You're the best!"

"The best mama for the best daughter." Firefly chuckled and kissed her on the forehead. "Now you go and settle down for a bit, think about what you need to do."

Rainbow Dash pouted foalishly again, but nuzzled her in response, wrapping her forelegs around her neck in a hug. "Okay. I'll do that. ...And, Mom?"

Chuckling, the older mare smiled and hugged her daughter back. "Yes, honey?"

"You...you won't hate me if...if I DO decide I love Fluttershy...will you...?" The younger mare asked her mother hesitantly.

"Absolutely not." Firefly responded with absolutely no hesitation. "You're my daughter, Rainbow Dash, and I love you. Your happiness is what matters the most to me. Besides, if there is one pony out there I can imagine you with, it's Fluttershy." She giggled at this. "That being said, I also have gay friends. Whoever we love, whoever we want to get sexually involved with, is perfectly natural. And I understand that. Don't you worry, honey. Nothing in this world could ever make me love you any less."

"...Thanks, Mom." Rainbow Dash smiled with teary eyes, nuzzling into her once more. "...I was really scared of telling you all of this...but now I'm really glad I did. And...heh heh...I can't imagine me with anypony but Fluttershy, either."

"There you go, kiddo." Firefly smiled and nuzzled her little girl before handing her another tissue. "Now you go and wash your face, sweetie."

"Okay, Mom..." Rainbow nodded, wiping her eyes with the tissue. "And, thanks again, y'know...for understanding my problems..."

"You're welcome, sweetheart." Firefly smiled and ruffled her daughter's mane again. "It's part of being a mom."

Rainbow Dash pouted foalishly once more, before playfully sticking her tongue out at her mother and leaving the kitchen.

As the minutes ticked by, slowly, the two pegasi remained curled up on Rainbow Dash's bed. Fluttershy was of course having the most trouble trying to muster the strength to leave it, as well as to remind her friend about what they had to do. But every second spent in the wonderful embrace of her longtime crush was proving too difficult for any other thought.

Instead, she ran a gentle lick along Rainbow's neck.

Rainbow Dash shuddered pleasurably from the lick, responding in kind by gently nibbling on Fluttershy's ear. She started at the perked-up tip, and eased her way down, blowing softly into her ear canal once she came to the base of her outer lobe.

This made Fluttershy gasp and then giggle with delight, wiggling a bit. "Oh, Nibbles..." She cooed in the silly childish nickname.

"Heheheh...yes, Snuggles~?" Rainbow purred playfully, holding the creamy yellow mare closer.

"Hee..." Fluttershy giggled, shuddering in pleasure. "I think we have to do something..."

"Oh?" Rainbow chuckled, playing with the curl of her soft, pink mane. "Like what?"

It was too much, all Fluttershy wanted to do was forget about what they were supposed to be doing! Their first true moment of reconciliation and it had to be cut short? It was almost so unfair. But, she knew she to let her hormones and her hunger for love die down for a while. "We need to...help in preparing for Twilight's party..." Despite her statement, she snuggled closer to the cyan pegasus.

Smirking, Rainbow Dash wrapped her foreleg around the creamy yellow pegasus. "We should...you're right...I promised Pinkie and AJ I'd help decorate...what about you?" She nuzzled the mare sweetly, applying a little lick along her jawline.

"Ooh..." Fluttershy mewled, trembling. "Well...Rarity took Twilight to the spa for a quick treatment..."

"So the Egghead enjoys the spa..." Rainbow snickered, pleased with the reaction. "You wanna meet 'em there...?"

"I'd rather go with you, my pretty rainbow..." Cooed the creamy yellow pony, nuzzling her.

"Awww, Flutters...you know I don't do the spa..." The cyan pony mock-whined, nuzzling her in return.

"I know." Fluttershy smiled. "Are you sure you don't want a little help?"

"Nah..." Rainbow waved her hoof. "I can handle it. But I appreciate the offer, pal."

Nuzzling into her neck, the shy mare exhaled, "I'm sorry..."

Frowning, the athletic mare looked at her. "What for...?"

"I.....well....we only just managed to work things out and I'm just so happy...I didn't want to leave you... but I know you need your space, and I understand...I'm sorry to be so clingy..." Came the soft, ashamed response.

"Don't worry about it...it's fine, really..."

"Are you sure...?"

"Of course I'm sure. Why wouldn't I be?"

Fluttershy pouted. "I'm sorry... I'm just a bit nervous."

Rainbow Dash smiled. "Don't be nervous, 'Shy. It's all gonna be fine. You'll see, I promise."

"...Okay... I trust you." Fluttershy smiled, and nuzzled their noses. "Shall we go?"

"And I trust you." Rainbow Dash grinned, nuzzling noses. "Let's get going, so we won't be late for the partay!"

"All right. I'll go to the spa then, and I'll see you at the party." Fluttershy more than reluctantly detangled herself from her lover.

"See you there." Rainbow nuzzled her lover sweetly as they pulled apart, and then hopped off her bed.

"Um...well...after you, of course..." Fluttershy gestured to the door.

"After you!" Rainbow Dash trotted to the door, opening it. "C'mon, I'll drop you off!"

"Really?" Fluttershy blinked as she stepped out into the hall. "You...You don't have to, Rainbow..."

"I know, but I want to!" Rainbow nodded, grinning and following her out into the hall. She pulled her door closed behind them. "D'you mind that idea, Fluttershy?"

"No...I don't mind..." Fluttershy smiled as she blushed a bit. "It's really sweet of you..."

"It's just what I do!" Rainbow smiled back, her wings flaring a bit before receding. "So let's get flying, then!"

"All right, let's go..." Fluttershy flared her own wings, nodding.

"Let's go!" Rainbow flared her wings and flew downstairs, pausing to wait for her lover by the front doors. "We're outta here, Mom! See you later tonight!"

"Have fun, you two." Firefly smiled knowingly, giving a nod of approval.

"Thank you, Firefly..." Fluttershy said softly, feeling more comfortable now.

"Later!" Rainbow pushed open the doors and flew out of the cloud mansion, hovering outside while she waited for Fluttershy.

Fluttershy flew out after her, coming up beside her. "Let's go, Rainbow..."

Rainbow Dash nodded, closing the doors after her. "Let's go, Fluttershy!"

Leaning close, the creamy yellow pegasus licked her companion's cheek. "Yay!"

"Hey!" The cyan pegasus cried, but was laughing as she returned the lick. "Take that!"

"No!" Giggled Fluttershy, flying away playfully.

"Come back here!" Laughed Rainbow Dash, playfully chasing after her.

The two laughing pegasi happily soared into the night in their playful little game.

~End of Flashback~

"Oooh, I see! So you talked to your Mama so you could figure out how to tell Fluttershy you loved her!" Pinkie giggled gleefully, bounding out of the kitchen with a bowl of punch balanced carefully on her flank.

"Yeah. Pretty much." Rainbow Dash nodded, stringing up another color of streamers over the first band.

Applejack snickered as she organized a nearby table of its contents. "So Ah take it y'all are more than friends?" She asked teasingly, yet it was also a bit more of a statement than a question.

"What d'you think, AJ?" Rainbow smirked at her fellow athlete and best friend. "I'm also gonna invite Fluttershy over for dinner Monday after school! Kinda help further cement things, y'know?"

"Oooh, oooh! That's a good idea, Dashie! A great idea! A super-special-extra-awesome idea!" Pinkie chattered excitedly. "And I was thinking of doing the same with Twilight!"

"That's great, Rainbow!" Applejack smiled, giving a nod. "Ah'm glad yer takin' some action in makin' things better between y'all. Sounds like it'll be fun!" She chuckled, going back to work on what she was doing with some decoration trinkets.

Only for her gaze to snap over to the pink Earth pony. "What in tarnation?! Did Ah hear ya right?"

Rainbow nearly dropped the streamers she was hanging as she did a double-take. "Say WHAT?! Pinkie, what are you...?!"

Pinkie just giggled with delight. "Well, I was thinking about it, and I asked myself, would a welcome-to-Ponyville-High-School-slash-welcome-to-Ponyville party be enough to make Twilight feel welcome? And I answered myself, nopie-dopie-lopie, that's nowhere NEAR enough! So I arranged it with Mr. and Mrs. Cake, and they agreed that I could invite Twilight over here to have dinner!"

"...Well Ah'll be..." Applejack whistled. "Awrighty! Ah sure see nothin' wrong with that. Hope it works, then!"

"Awesome, Pinks!" Rainbow grinned. "Good luck with that, and you better let me and AJ know how it all turns out, you got that?"

"Hee! Okey-dokey-lokie, Dashie!" Pinkie grinned, saluting the two athletic mares.

Applejack gave a chuckle before she went back to work. "Awright, so let's gon goin' then, shall we? Everypony's gonna be arrivin' soon!"

Pinkie glanced up at the clock and nodded. "Okey-dokey-lokie! Oh, by the way! I invited some other ponies from school to join in on the fun-fun-fun!"

"Kinda figured you would, Pinkie!" Rainbow Dash chuckled, tying some balloons to the streamers. "I mean, come on, your parties are no small thing!"

"That's good, it'll give Twi a chance ta meet some other ponies from school! ...Wait, lemme guess, ya got Vinyl to be a DJ?" Applejack snickered, indicating to the DJ turntable nearby.

"You betcha hat I did!" Pinkie smiled and nodded. "So of course her girly-girl Octavia's gonna show up, too!"

"So, what about Lyra and her sweetheart?" Rainbow wanted to know. "Are they on the guest list, too?"

"Yupperroonies! Lyra and Bonbon said they wouldn't miss it for anything!"

Applejack looked over the table arrangements, scrutinizing them carefully. She tapped her hoof to her chin thoughtfully, eyeballs scanning the room all around her carefully. "Pinkie, Ah think we gotta move some o' them tables around, so's that there's a bit more room fer circulation."

"Oooh, good idea, AJ!" Pinkie nodded her agreement before turning her eyes up to the cyan daredevil. "Dashie? D'you mind giving us a hoof with moving the tables?"

"No problem!" Rainbow Dash winked, hovering down to one of the tables and grasping one end in her hooves. "You take that side, AJ, I've got this side!"

"Got it!" Said the farm pony, taking the other end. "Let's move 'em!"

"On three, here we go!" The pegasus prepared to lift the one end. "One..."

"Two..."

"Three!"

Mustering all of their strength, the two athletes lifted the table, maneuvering it along one wall of the party room. "Whaddaya think, right here?"

"Mmmm...little more to the left!" Pinkie directed.

Applejack and Rainbow Dash moved it over a few paces to the left.

"How's this?"

"Mmmm, nope! Too far! Back to the right!"

"Ugh..." The mares moved it back towards the right. "Here?"

Pinkie gave a nod in approval and was about to answer before a voice spoke up.

"Hello!" A white unicorn with a two-toned blue mane poked her head in through the front door, bearing a pair of purple sunglasses. "DJ-PON-3 has arrived!"

"Heeeyyy, Vinyl Scratch!" Pinkie waved her hoof at the unicorn, smiling. "The DJ table is all set up and ready for you!"

"Awesometastic!" Vinyl Scratch grinned as she came in, saddlebags loaded with vinyl records on her back.

"Heya Vinyl, good timin'! We're just finishin' up here!" Applejack waved to her as well.

"Yo, V! Hope you've got some awesome tunage for the partay!" Rainbow Dash flew over to the turntable, holding out her hoof to the DJ unicorn.

Vinyl grinned and bumped their hooves. "You bet I do, Dash! Since we have lots of good reasons to celebrate tonight, I made sure to bring in the awesometacular artillery!" She lifted her shades, winked at her, before lowering them back down.

"Awesomeriffic!" Rainbow grinned, setting down on the floor. "Man, I sure hope Horn Head enjoys this party!"

"Horn Head? You don't, by any chance, mean me, do you?" A voice playfully pouted, as a minty-green unicorn trotted into the bakery, her horn peeking through her minty mane.

"Nah, I mean the new Horn Head!" Rainbow laughed, winking at Lyra. "Y'know, the new student, Twilight Sparkle?"

An earth pony with pink and navy blue hair, a creamy white tone, and three wrapped candies as her cutie mark entered the bakery. Having overheard, Bon Bon giggled. "Oh, I saw Twilight around at school the other day, but I didn't get a chance to say hello."

"Yeah, I know her!" Lyra nodded, nuzzling Bon Bon when she came over to her. "I think I've got Science with her!"

"Yo, Lyra! Wazzaaaap?" Vinyl grinned at her fellow student musician widely.

"Wazzaaaaap?!" Lyra Heartstrings laughed, bumping hooves with her fellow music lover.

"Goodness, Vinyl Scratch! I don't believe I have ever heard such a phrase uttered by your mouth!" A classy voice teasingly reprimanded, as a stone-gray earth pony with a smoky-black braided mane entered, with a large instrument case strapped to her back.

"You know me, Tavi!" The white unicorn happily trotted over to the classy earth pony and gave her a nuzzle. "Always full of surprises!"

"Oh yes, and of course it's why I love you so, Vinyl." Octavia giggled, nuzzling back against the unicorn. "Oh, Pinkie Pie, I hope you don't mind, but I've brought my cello along, so that I may provide at least a little bit of culture and class to your gathering."

"Nopey-dopey-lopey! I don't mind at all, Tavi!" Pinkie shook her head, grinning at the cellist.

"Well Ah'm sure glad y'all made it!" Applejack trotted over to the little gathered group of ponies. "Ah think y'all are really gonna like Twilight, she's real nice!"

"Sounds great!" Vinyl clapped her hooves excitedly. "Always glad to meet some new peeps, if you know what I mean!"

"Hope you're not insinuating something..." Bon Bon teased.

"Nope! You all know Tavi is my Princess!" Vinyl grinned, bringing her foreleg around the gray earth pony.

"I very well had better be!" Octavia said with playful haughtiness, inciting laughter from the rest of the girls.

"So! I told Rarity and Fluttershy to bring Twi-Twi here about 8:00, and it's 7:50 now!" Pinkie announced. "So that means we've got ten minutes to finish up with all the prep!"

"Let's get back ta work!" Applejack announced, setting to go help Rainbow Dash with moving a few more of the tables.

"On it!" Rainbow Dash assisted Applejack with moving more tables to create more room for the partygoers.

Bon Bon giggled and indicated to Lyra. "Why don't you and Octavia set up? I'm going to help Pinkie with setting out the treats."

Lyra nodded and winked at Bon Bon. "You do that, Bonnie! And I'll help Vinyl and Tavi finish setting up!"

"And I'll get my music ready!" Vinyl hopped back over to the DJ table, looking through her records. Then she paused, looking toward Pinkie and raising her shades. "Wait, Twi-Twi? ...Ohhhh.....well well well!" She smirked a bit, laying her shades up on her forehead over her horn. "Eager to get close to the new gal, eh?"

"Hee! Yupperroonie!" Pinkie giggled, bounding towards the kitchen and winking over her shoulder. "I'm gonna make Twilight feel extra-super-special welcome to Ponyville and to our school! And I'm even gonna ask her a little something special, myself!"

"Oh? And what's that?" Vinyl raised a brow, crossing her forelegs as she regarded her friend a with a teasing smirk.

"Ah-ah-aaahhh!" Pinkie tsked and waved her hoof. "I'll tell you on Tuesday if it all goes well on Monday!"

"Ah...good call." The self-proclaimed DJ giggled.

The bakery door burst open, with a blur of gray flying in at a quick speed. Derpy flailed about before landing on a strangely conveniently-placed beanbag chair.

"I'm okay!" She said, grinning brightly.

"You feather-brain..." Rainbow Dash rolled her eyes, but flew over and offered her hoof to help out the student mailmare.

"Thanks, Rainbow Dash!" Derpy smiled, getting to her hooves. "I'm sorry about that, somepony wanted me to hold a huge elastic band for them, and it sent me flying..." A bit of a sad look came to her golden eyes, then.

Rainbow Dash's eyes narrowed. "Who was it, Derpy? I'll go pound 'em into next week!"

"That guy Prince Blueblood and some of his friends." Derpy pouted a bit. "They were talking mean things about Twilight Sparkle, and I didn't like it. So I asked them to stop what they were doing. Then one of them asked me to hold an elastic band, so I did, and then it sent me flying."

"That jerk? The most popular Senior in the school?" Rainbow's lips curled in a sneer. "The one that stood up Rarity at the Homecoming dance?" She looked toward Applejack and started pounding her hooves together.

"Yeah, that guy...who came here from Canterlot last year." Derpy's face scrunched up. "They said mean things about Twilight Sparkle! I don't get it, because she's so nice and so smart! They even said mean things about Rarity and Fluttershy, since she was hanging out with them the most at school yesterday!"

"What kinda mean things?" Rainbow Dash growled, continuing to beat her hooves together.

"Oooh, yeah, what did that meanie-pants have to say about our Twi-Twi?" Pinkie wanted to know, poking her head out of the kitchen.

"What about Fluttershy and Rarity?" Lyra asked. "What did that awful jerk say about them, Derpy?"

"Oh, so many things! That Rarity was a tease, a Friendzone girl, a snob, had no culture...and Fluttershy, poor Fluttershy! They called her all kinds of mean names you'd give a coward and a wimp! ...They also....called her a...a word I shouldn't repeat!"

"Oh, dear!" Octavia brought a hoof to her mouth. "Was it really that awful of a term?"

Derpy bit her lip, unsure. "Well...I've heard it sometimes before, but applying it to Fluttershy is just terrible."

Rainbow Dash had heard enough. "That does it! Let's go, AJ! We're gonna go kick his flank back to Canterlot!"

"Ah'm with ya, RD!" Applejack spoke up, having caught the signal from earlier. "But...wait, we cain't go now!"

"Why the hay not?!" Rainbow snapped. "Not ONLY did this jerk stand up Rarity before, but now he's putting down Twilight AND Fluttershy! And you know how I feel about anypony putting down Fluttershy!"

Lyra, Bon Bon, Vinyl and Octavia all stared with shock at Rainbow Dash. Clearly, they weren't in the know of what was going on with everything.

"I thought you didn't care one lick about her." Vinyl spoke up, though her tone suggested she already knew that. "But I can't say I disagree! No one messes with the cool ponies on my watch, either!"

"Oh, she doesn't!" Pinkie quickly covered for the cyan pegasus. "But that doesn't mean she wants to see Fluttershy get hurt or picked on, either!"

"What was it, Derpy...?" Rainbow Dash growled lowly, her wings flaring out with her rising anger. "What did that jerk call Fluttershy?"

Hesitating for a moment, Derpy sighed before facing them all with a sad look. "They called her.... a whore."

The room went dead silent. So quiet, you could hear a pin drop and cut the tension with a knife.

"He didn't!" Octavia gasped in horror, clapping both hooves over her mouth.

That did it.

Rainbow's eyes blazed with fury, as she flapped her wings and prepared to take flight. "Where are they?! I'm gonna go pound his pretty-boy face flat!"

"They were near the Town Square when I-" Derpy began. But Rainbow Dash had already flown out the door.

Once more, everyone was pretty quiet. Pinkie and Applejack both wore knowing looks combined with surprise, while everypony else was pretty much stunned to disbelief.

"...For someone who doesn't care about her, she sure did react like a pony defending somepony they love." Vinyl murmured, knowing this from experience.

"Everypony..." Pinkie murmured softly, then. "...I'm not usually the one to spread gossip or tell secrets...you all know that's Rarity's job." She giggled a bit, before turning serious again. "But you should all know..."

"Know what, Pinkie?" Lyra blinked, her golden eyes slightly wide from what had just happened.

"Do tell us, Pinkie Pie, please." Octavia nodded.

"Go ahead, Pinkie. Tell 'em." Applejack said softly.

Vinyl gave a nod in agreement. Bon Bon cleared her throat, giving her agreement as well.

"Yes, you can tell us whatever you need to. We won't say anything if it's confidential." Bon Bon promised.

"Right! I may be, well, me, but even I can keep secrets!" Vinyl brought her foreleg around Octavia as she said this.

"Please, dear. We must know." Octavia urged, bringing her foreleg around Vinyl in return.

"...Rainbow Dash is in love with Fluttershy." Pinkie said after a long pause. "That's why she's so angry right now. She doesn't want her to be hurt again."

"Oh, wow..." Lyra looked at Bon Bon, shaking her head. "I'd have never guessed...Dash and 'Shy? It's just...wow."

"I knew it! I knew she was denying something like that." Vinyl said, though still surprised it turned out to be just that.

"Ah know, it's a strange thing." Applejack agreed. "But it's real sweet.

"I just hope she doesn't do anything rash." Bon Bon said.

"Me neither!" Derpy agreed, worried now.

"You all know how Dash is, especially when it comes to bullies." Lyra bit her lip. "I saw her threatening to beat up on Billy. Hoops and Quarterback the other day after she caught the three of them picking on Twilight Sparkle, Rarity and Fluttershy."

"It's dang true, y'all." Applejack said. "First day o' school, them bullies were pickin' on Twi!"

"I was there too!" Derpy said. "They were mean!"

"Oh, goodness!" Octavia frowned, her violet eyes wide. "How terrible!"

"I know! Twilight Sparkle was trying to fend them off and so was Rarity!" Derpy went on.

"And then Rainbow Dash flew in and saved the day!" Pinkie concluded.

"Yeah, we all know how Dash feels about bullies!" Lyra reiterated. "Prince Blueblood isn't gonna be looking too pretty come school on Monday!"

"So...what do we do?" Vinyl asked nopony in particular. "Dash just kinda went out there and stuff..."

"Um...I dunno..." Pinkie was, for once, at a loss. "The party starts in a few minutes, but we can't start without Dashie..."

"And Twilight's gonna be wonderin' what's goin' on, same with Rare an' Flutteshy." Applejack pointed out.

"Somepony should go find them and tell them the party's been postponed..." Lyra suggested.

"Gracious, no!" Octavia shook her head. "We can't postpone the party on such short notice, Lyra! Not when the guest of honor herself shall be arriving momentarily!"

"We cain't lie..." Applejack threw in.

"We're gonna have to! Otherwise then Twilight won't have fun, Rarity will be disgusted, and Fluttershy's going to be worried!" Derpy pointed out.

"Applejack, you go find Rarity, Twilight and Fluttershy and tell them the "movie night" is on hold." Pinkie said, then. "Lyra's right. We have to postpone the party fun, at least until Dashie gets back."

"Movie night?" Lyra blinked, confused. "I thought it was a welcome party?"

"Cover story." Applejack explained.

"We'll wait here and help hold down the fort, keep an eye for Dash and everything!" Vinyl said.

"Derpy, yer comin' with me since yer a pegasus." Applejack said to the cross-eyed pony. "Everypony else, guard tha outside."

"Okey-dokey-lokie!" Pinkie saluted to the earth pony athlete. "You heard her, everypony! Bon Bon, help me guard the door! Vinyl and Tavi, manage the inside!"

"Of course!" Octavia nodded, standing guard with Vinyl on either side of the bakery doors.

"Okay, Applejack!" Derpy nodded. "I hope Twilight Sparkle won't be all sad and disappointed!"

"Yes ma'am! Lyra, you too!" Bon Bon said to her fillyfriend.

"Don't ya worry, we're just gonna tell her it'll take a bit longer." Applejack said.

"They were at tha spa, so Ah'm guessin' they mighta left there by now."

"On it!" Lyra saluted to her fillyfriend.

"You go and do that, Applejackie!" Pinkie nodded. "We'll all be right here waiting!"

"C'mon, Applejack! Let's go!" Derpy stood outside the front door, her wings spread and ready to take flight.

"We're on it!" Applejack hurried out the door as quick as her strong legs could carry her.

Derpy flew alongside Applejack, though she was turned sideways. "Let's go check out the spa, Applejack! Maybe Rarity, Fluttershy and Twilight Sparkle are still there!" She suggested to the farm pony.

Even though Applejack wasn't a pegasus, let alone an expert in flying, she had a pretty good feeling that you weren't supposed to fly like that. But she shook it off, deeming it irrelevant. "Ah guess yer right... We'd better hurry then! Tha spa's over across town!"

Nodding, Derpy turned, still flying sideways, towards the direction of the spa. "All right, Applejack! You lead the way! I'm right behind you!"

Twilight, Fluttershy and Rarity, having already left the spa, were heading further into town. Of course, they were completely oblivious to what was even going on at all, heading on their merry way to Sugarcube Corner.

"Well, I don't recall where the bakery is... How far off are we from it?" Twilight asked neither of them in particular.

"Oh, it's on the other side of town, but I assure you, darling, we'll be there right in time for the first movie of the evening!" Rarity answered her with a wink and a smile sent in Fluttershy's direction.

"Pinkie never starts without everpony, so don't worry." Fluttershy assured, winking back at Rarity.

"Okay." Twilight smiled, nodding. "Well, you know, I'm actually looking forward to this! And hey, we can all hang out together, so that's great."
Fluttershy looked ashamed, knowing that it was partly because of her, even if the five of them never quite hung out together.

"I'm certain you're going to enjoy what Pinkie Pie likely has in store, Twilight!" Rarity giggled, nodding and smiling. "She has never yet disappointed!"

"She really likes you." Fluttershy smiled warmly.

"I'm...sure she likes everypony, eh?" Twilight said nervously.

"Oh yes, indeed!" Rarity nodded, bringing a foreleg around Twilight's shoulders.

"Well, all right then," said the purple unicorn. "We should-"

"Twilight Sparkle!! Twilight Sparkle! Rarity! Fluttershy!" Derpy came flying-sideways-over to them in a panic, Applejack close behind.

"Derpy? Why are you here?" Fluttershy asked.

"Derpy, whatever is the matter, darling?" Rarity asked, concerned.

"Change of plans!" Applejack said, panting slightly. "The movie night's...been postponed...till further notice... Fer a little while, anyway."

"Or just like, an hour or something! We don't know!" Derpy landed on the ground.
"But...why?" Fluttershy asked, concerned.

"Is something wrong?" Twilight wanted to know.

"Nope! Nothing at all!" Derpy grinned. "We just need some more time to set up, that's all! We...uh....dropped a few things! It's a biiiig mess!"

"Oh, goodness!" Rarity shook her head. "Pinkie Pie got carried away while preparing the refreshments, didn't she?"

"Eeeyup." Applejack nodded in confirmation. Then she pulled the white fashionista unicorn aside. "Actually...it's been postponed on account'a Rainbow's beatin' tha snot outta some bullies right now, Ah reckon."

"What?!" Rarity whispered loudly. "What in the world is she doing that for?!"

"Prince Blueblood." Applejack hissed, her green eyes narrowed. "Seems he an' his jerk friends was bad-mouthin' Twilight. Derpy told 'em off, and them jerks done launched her in a slingshot!"

"They didn't...! Oooohh...him again! I cannot stand that low-life, poor excuse for a stallion!" Rarity gitted her teeth, getting angry.

"Eeeyup." Applejack growled lowly, shaking her head in disgust. "Tha jerk that done stood you up at tha Homecomin' dance. Ah'm sure ya remember it, don'tcha?"

"I'd rather not." Rarity mumbled angrily.

"Ya still ain't fergotten, have ya?" Applejack murmured softly, nuzzling the stylish unicorn.

Rarity blushed, an ounce of her anger fading. She nuzzled her earth pony friend back. "No, I have not."

Applejack chuckled a bit, blushing also. "Neither have I, sugarcube. Neither have I..."

X~Flashback~X

The Homecoming Dance was in full swing! The gym was decorated, fun music was playing, everypony wore a variety of interesting or beautiful outfits, and some were dancing. Others remained on the sidelines, chatting with their dates and/or friends, sipping punch.

Applejack, wearing a basic farmer's dress, sat with Rainbow Dash as the two drank some punch.

"Purty snazzy, ain't it?"

"Yup! I'll say so!" Rainbow Dash nodded her agreement, sipping her own glass of punch. Her flowing rainbow gown, which had a Greek goddess look to it, barely touched the floor as she sat on a chair.

"Sure is, sugarcube!" Applejack chuckled. "Ah'm purty sure you'll be beatin' off them stallions an' mares with a stick!"

"Heh, well I dunno about that..." Rainbow Dash chuckled, shaking her head. "Not unless anypony wants to talk about my game-winning slam dunk last night!"

"A wicked slam dunk, awright!" Applejack laughed at this, grinning.

"Hay yeah!" Rainbow grinned proudly, flaring out her wings. "We totally CREAMED Fillydelphia Prep, didn't we, AJ?!"

"Yer right 'bout that! We beat 'em inta next week!"

"Whoo-hoo! We sure did! 78-77, can you believe it?!"

"Ah can believe it!"

"It was in-freaking-credible!"

The farm pony laughed, giving her friend and teammate a hoof slap. "You said it, RD!"

Across the gym, she caught sight of Fluttershy. And she had to admit, the shy pegasus looked really pretty in her light green dress, alongside some accessories to add a natural look to it. Quickly she tore her eyes away, hoping Rainbow wouldn't spot her.

The cyan pegasus's attention, however, was elsewhere.

"Hey, AJ...isn't...that isn't...the new Senior stallion from Canterlot, is it...? With Rarity...?!"

Relieved, then suddenly shocked, Applejack looked in her direction. "Say wha?! ...No...no...! It cain't be! Ah heard o' him...he uses girls!"

Rainbow Dash studied the "couple" as they entered the gym, before nodding in shocked confirmation. "I don't believe it! So...THAT'S who Rarity's "mystery date" for the dance was?! Prince Blueblood?!"

"Ah cain't say Ah'm surprised...considerin' that all kinds o' girls would be attracted ta that. He's from Canterlot, lotsa money, most popular guy in school, big fish in a small pond, seems charmin' an' gallant...but Ah know tha truth. He ain't."

"No, he's not! My friend Cloudchaser was telling me about him. He's a real jerk that just uses pretty mares to gain more popularity. Her twin Flitter was smitten with him at the beginning of the year, when he first showed his ugly mug here. Needless to say, that relationship lasted all of three days before crashing and burning!"

"Ah knew it! Ah saw him makin' tha moves on F-....sompeony recently, but Ah caught him in time an' told him ta shove off!" Applejack said. "We gotta do somethin'!"

"We do!" Rainbow Dash nodded, not noticing the orange mare's near-slip. "Let's go!"

The two athletes rushed over to the "High School Royalty" couple. Both of which looked up to see them, with Rarity brightening up at the sight of her friends. Prince Blueblood, however, looked indifferent.

"Rarity! There ya are! Listen, we gotta talk to ya!" Applejack said.

"Oh, hello Applejack!" Rarity greeted the farmer pony with a smile. "What is it you wish to talk about?"

"Not in front of THIS guy!" Rainbow Dash glared at the older unicorn stallion through narrowed eyes, bringing her hoof up to his snout in a threatening manner.

"Honestly, Rarity. Could you tell these ruffians to keep to themselves?" Prince Blueblood said pomously.

"It's real important." Applejack beseeched.

"I do apologize, Prince Blueblood. Would you excuse me for a moment?" Rarity said to her date, before allowing her friends to lead her aside. "Now, what is this all about, Applejack?"

"Are you outta yer mind?!" Applejack hissed. "Prince Blueblood's a marenizin' jerk! He dates girls an' dumps 'em just like that!"

"What?!" Rarity looked appalled by the accusation. "Applejack, how dare you! I have a date with THE most popular stallion in all of Ponyville High School, not to mention a SENIOR, and you have the nerve to call him a marenizer?!"

"She's not lying, Rarity!" Rainbow Dash shook her head. "My friend Cloudchaser had to spend about three WEEKS consoling her sister Flitter after she dated that jerk for three DAYS!"

"...An' he did tha same thin' ta Fluttershy last week!" Applejack threw in. "Ah didn't tell ya 'cause she told me not ta. She also knew ya liked him and didn't want ta rock tha boat."

"I knew it!" Rarity became angry at her two friends. "You're jealous! Why else would you make up such wild accusations?!"

"Jealous?! Of that bastard?!" Rainbow Dash snorted. "Puh-leeze! I'd rather date lazy Thunder Lane any day over Prince Stick-Up-His-Flank!"

"...Ah cain't believe ya just said that. You would think Ah would lie like that?! Especially about YOUR good friend Fluttershy!" Applejack snarled. "If Ah wanted him fer mahself, Ah would NEVER lie ta someone just ta get him. That hurt, Rarity... Ah cain't believe you would think that of me. An' Ah saw what he did to Fluttershy! She was cryin' her eyes out and was feelin' terrible! Why...WHY would Ah lie about that?!"

Rarity was quiet for several long moments, seething at her two friends. Finally, she spoke again, softly, but angrily. "Applejack. Rainbow Dash. Leave me alone. I'd like to go and enjoy the evening with my date, thank you very much."

"...Fine. See if I care!" Rainbow Dash swatted the air with her hoof. "But don't come crying back to me and AJ when that jerk breaks your heart, too!"

"Some friend you are! Ah think Fluttershy would be very disappointed!" Applejack growled, turning away. "C'mon, Rainbow. Let's go."

"Hmph!" Rarity turned up her nose as the two athletic mares trotted away, before returning to the refreshment table where she'd left her date. "My apologies, I seem to have gotten dragged into some form of a misunderstanding."

"Mm-hmm. At least they're gone. What barbarians they are. Pathetic excuse for ladies." Prince Blueblood said absently, scrutizing the table. "For goodness sake, why are there no hors d'oevres?! Honestly! Folksy carnival food?! Don't they know what true refreshments are?"

"I know, they're so uncouth!" Rarity agreed with him, though secretly she had already eaten two apple fritters, which were, of course, delicious.

"Honestly, they need to take lessons from Canterlot!" He said pompously, walking away from the table. "I refuse to let my royal pallette touch anything that isn't finely served cuisine!"

"I most certainly agree with you!" The fashionista followed him, after discreetly taking/eating an apple muffin. Nopony but Applejack knew this, but they were especially her favorite baked treat from Sugarcube Corner.

"Who catered this event?! A sixth grader!? I never!" Prince Blueblood grumbled angrily. "I'll be having a word with the Headmistress of this matter!"

"We shall both do so!" Agreed Rarity, licking a few crumbs off her snout. She then realized her lips were sticky from the sugar. "Oh, do excuse me once again, I simply must go and touch up my makeup!"

"Do what you must." The unicorn stallion grumbled, shooing her away.

The unicorn mare nodded, mildly put-off at being shooed away, before heading for the restroom across the gym.

Meanwhile, Rainbow Dash was still seething.

"Can you BELIEVE her, AJ?! Not only did she NOT believe us, but she accuses us of making up lies because we're jealous?!"

"Ah know!" Said an equally seething Applejack. "And ta think she won't believe me about Fluttershy! She's her friend! She would never let anythin' bad happen ta her! ...Why would Ah lie about somehin' like that?!"

"By the way, I know what that jerk did to Fluttershy." Rainbow Dash said, smirking a bit. "I tailed 'em to the restaurant, and since Fluttershy's mom works there, she let me right in. I saw what he was saying to her, trying to force her into doing...so I took a salad and dumped it all over his head!"

"...Really?" Applejack's jaw dropped. "Well, way ta show him! Good stuff! ...But how'd ya know? Why'd ya follow 'em?"

"Rarity kinda asked me to." Rainbow Dash admitted, casting a scornful glare to the unicorn in question. "She didn't trust that he wouldn't make Fluttershy uncomfortable, but she had to go to her sister's recital at the elementary school."

"...So...she KNEW?!" Applejack raged, pawing at the floor. "Ah cain't believe her!!!"

"Oh, she knew, all right!" Rainbow Dash snorted, a puff of steam escaping from her nose. "She just didn't want to upset Fluttershy by telling her that he would be no good! Especially because...y'know...her and I..." Here, her ears drooped and she stared at the floor shamefully.

The orange earth pony softened considerably. She looked across the gym, finding Fluttershy. They shared a look of understanding toward Blueblood and nodded to each other.

"...It's not too late. She's right over there. Why don't ya go talk ta her?"

"...I can't." The cyan pegasus sighed, looking away from her once-best friend.

"I've hurt her too much. I can't undo what I've done, AJ. ...There's no way she'd forgive me."

"Ah think she'd be willin' ta hear ya out. Ya know she ain't capable of hatin' anypony."

"I doubt that...she made it pretty clear she wouldn't have anything to do with me anymore..."

"She musta been blowin' off steam from anger an' didn't mean it. Ya know exactly how that feels."

"Yeah...I do...but still..."

"She's lookin' right at ya, ya know. She looks mighty sad. Ah think she wants ta talk to ya."

"Well...all right, fine...I'll go try to talk to her..." Rainbow Dash sighed, standing up off her chair. "...wish me luck, AJ."

"Good luck, Dash." Applejack smiled a bit. "Don't ya worry none 'bout Rarity. Ah'll take o' her."

"Good. You do that." Rainbow Dash managed to smile back, before trotting away to talk to the creamy yellow pegasus.

Meanwhile, as Rarity emerged from the bathroom after washing the sugar from her mouth and refreshing her makeup, her sapphire eyes scanned the gym for the stallion she came with. "Now, where could he have gotten to...?"

Across the way, Prince Blueblood was talking to two cheerleaders. He was laughing joyously, while they giggled wolfishly. Whatever he was telling them had to be amusing somehow.

Horrified, Rarity's expression quickly changed from shock to anger, as she stormed up to the stallion with a cup of punch held in her magic.

"Hahaha! Yes, how delightful!" Prince Blueblood chortled. "And I had her believe I truly wanted us to date! How sad, she is much like any other desperate harpy who wants a piece of me!"

"Hee hee! Oh, Blueblood! You're awesome!"

"Like, totally!"

"You JERK!!!" Rarity screeched, throwing the cup of punch over the stallion. "How DARE you cheat on me with these...these...airheads! Oooh, my friends were right about you, all along! You ARE a heart-crushing, marenizing bastard!"

Prince Blueblood screeched as if he had been burned. "AUGH!! How DARE you!! I just had myself groomed!!"

Rarity's eyes gleamed as she took a piece of cake off the table. "Ohhh, so you don't like getting dirty?!" She then slammed the cake into his face, full-force, with both hooves!

The pompous stallion screamed like a girl, before running off, his two cheerleaders running after him.

"We are THROUGH, you pompous jerk!" Rarity hollered after him. "Good riddance!"

Her expression, however, soon changed from angry to anguished, as her sapphire eyes welled up with tears. Choking back a sob, she then turned tail and ran back to the bathroom, letting the door slam behind her.

Applejack, having seen the whole thing some ways off, paused. Should she go after her? She bit her lip, glancing toward her other friend. At least, until she saw Rainbow looking as if she were going to cry and then flying off. Fluttershy, looking angry, suddenly retracted, calling for her, and then began to weep right where she was.

Stricken, the Earth pony decided to deal with one situation ata time. She went to the bathroom, slowly, and entered.

"...Rarity? Y'in here?"

Sobbing could be heard from a closed stall, where four glass-slippered hooves were seen under the door.

"....Rarity?" Applejack approached the stall. "Ah saw what happened. An' while Ah'm ready ta chew you out for not believin' me... Ah can see it won't do any good. Ah'm sorry ya had ta find out this way."

"...You were right, Applejack." Rarity sobbed from behind the closed door. "You and Rainbow Dash were right...he really was a jerk...I'm so sorry I didn't believe you... I thought for sure...he had changed..."

"...At least now ya know, and you'll learn ta listen when yer friends are concerned."

"Y-yes...n-next t-time...I sh-shall l-listen..."

Applejack tapped on the stall door. "Won't ya come out?"

The lock on the stall door lit up with light blue magic, sliding open, and the door opened to reveal a very distraught Rarity. Muddy black streaks trailed down her white cheeks with her tears, and her eyes were red and puffy from crying. She sniffled and looked at the orange farm filly sadly.

As much as she may have looked comical, considering that Rarity never once looked anything but beautiful, Applejack held her tongue. Instead, she fetched a couple of paper towels from the nearby dispenser.

"Ah'm real sorry, Rare. Even you didn't deserve that."

"I'm through with men..." Rarity sobbed, more tears and muddy streaks of mascara rolling down her cheeks. "They're nothing but jerks, the lot of them...my heart shall never be whole, again..."

"...Now that's not true, Rarity." Applejack wiped her face, and then hugged her. "There are plenty o' good stallions out there. Plenty. Ah know they're out there. Why, mah brother is one of 'em. He may be busy more with tha farm than he is with concernin' romance, but Ah know that he would always treat a lady with kindness an' respect, an' make her feel like she matters. Ah know some nice colts here in school who are great ta their girlfriends, even!"

Rarity sniffled and returned the hug, leaning her head against her shoulder briefly before pulling away. "Oh...I suppose you're right, Applejack...but I fear I shall never find the ideal stallion for me...every attempt I've made at love has ended in heartbreak...never once have I enjoyed a good relationship..."

"Just 'cause ya had a couple bad relationships doesn't mean it's gonna be like that all tha time. Ya gotta keep tryin', keep on goin'. It ain't easy, ta be sure, but Ah know you can do it. You're generous, sweet, fun, talented, honest, an' while ya have yer flaws, Ah know any stallion would be lucky ta have ya."

The white unicorn sniffled and managed a little smile. "Yes...yes, you're right about that...but I think it shall be...quite a while...before I'm ready...to try and love, again..."

"Duh, o' course. An' when yer ready, you'll know." Smiled the orange earth pony. She went into the stall, taking some toilet paper, and coming back out. She held them to the unicorn's snout. "Here, blow yer nose."

"Thank you..." She smiled a little more, sniffling and blowing her nose.
"Atta girl." Applejack threw the tissue away. "Ya know what yer gonna do? Yer gonna go back out into that dance, an' yer gonna keep on goin'. All that meathead wants ya ta do is cry an' run away so he can feel big. But you won't. Yer gonna go on like the strong lady Ah know ya are."

"Only if you go out there with me..." Rarity nuzzled the earth pony gently. "After all...how can I be strong without a good friend by my side?"

This made the farm pony blush, but she smiled and nuzzled her back. "Ah'd be happy to, Rare."

The fashionista unicorn smiled. "Then shall we?"

Nodding, Applejack opened the door with a smile. "We shall!"

Rarity smiled and trotted out the door. "Come along, then~"

"O' course Ah will." Applejack smiled. When she spotted Fluttershy crying in a nearby corner not far off, her heart wrenched with sympathy. "...Rarity? Ah think a little friend o' yers might need a bit o' help, too."

Rarity followed Applejack's gaze, her heart sinking when she saw her best friend crying in the corner. "Oh, dear...excuse me, Applejack. I must go see what is the matter."

This made Applejack smile all over again. "You go right ahead. Ah need ta go find RD anyway... 'Sides, it was mah fault. Ah told her ta go an' talk ta her... Ah see now it was a disaster waitin' ta happen." She looked ashamed at this, starting to walk away.

Rarity nodded, smiling sadly at the orange mare. "I don't blame you, Applejack. Not at all. I, too, encouraged Fluttershy to try and talk to Rainbow Dash. So that puts us both at fault, I'm afraid."

"...Ah guess so." Applejack sighed a bit, looking at her with a sad, rueful smile. "We'd best be helpin' our friends, then. Ah'll see ya later."

"Yes, indeed. See you later." Rarity nodded, turning to go and comfort her best friend.

The earth pony did the same, the two sharing one last meaningful glance.

~End of Flashback~

"It wasn't all bad, was it?" Applejack smiled.

"No...no, I suppose not..." Rarity smiled softly in return.

The farm mare nodded, tipping her hat and then growing serious once more. "Anyway, so Rainbow was...purty furious 'bout what happened. We just didn't wanna give anythang away ta Twi or ta worry Fluttershy."

"I certainly do not blame her!" The fashionista mare agreed, angered once again. "I hope she straightens him out, but good! Ohhh, I'd like to see him on Monday morning with a big, fat lip!"

"Ah cain't help but agree. But Ah'll admit Ah'm a bit worried 'bout Rainbow Dash.... Awright, listen, ya'll just take tha long way ta Sugarcube Corner on tha back roads, y'hear? Derpy an Ah' are gonna go find Rainbow an' bring her back."

"All right, Applejack. But do be careful. You know as well as I do what a jerk that Prince Blueblood can be."

Applejack smiled in assurance. "Don't ya worry none, Rarity. He may be a jerk...but Ah've got controlled strength. He may be a unicorn an' bigger than me, but he got nothin' on me. If push comes ta shove, Ah got it. In the meantime, y'all just keep Twilight busy an' don't tell Fluttershy."

Rarity nodded. "I shall do that, Applejack. Just please do hurry back with Rainbow Dash. We wouldn't want to keep everypony waiting all night, now."

The farm pony gave her friend an affectionate nuzzle. "Ah'm countin' on ya. We all are." She smiled, and then turned back to Derpy. "C'mon Derpy, we got some things ta do!"

"Coming, Applejack!" Derpy nodded, coming up beside the orange earth pony.

"Where are you going?" Twilight asked.
"Is...everything okay?" Fluttershy's tone was laced with worry by now.

"It's nothing. Rainbow Dash seems to be running a bit late." Rarity shrugged and shook her head. "Don't you worry about it, Twilight."

"Running late?" Fluttershy protested, her worry increasing. "But...I was with her before I met with Twilight and Rarity! She said she was going directly to Sugarcube Corner!"

"Oh, she had to go and pick up some things for the movie night, just a few more last-minute snacks!" Rarity waved her hoof dismissively. "She's probably just caught up at the market."

"But Rainbow didn't have any money on her when we left." Fluttershy stated.

"C'mon Derpy, let's go!" Applejack hurried off then.

"Coming!" Derpy flew off after her, flying backwards!

"Then...she..." Rarity bit her lip. Fluttershy had a counter for her every excuse!

Fluttershy knew Rarity very well, and had her mannerisms down to a T. It was obvious that there was something the fashionista unicorn was not telling her. And she didn't like it. It only worried her even more. Being the type of pony who worried a lot for those she cared about, she had to know what was going on.

Twilight looked after the two for a moment, wondering why they were in a rush and where they wer eeven going overall. She turned back to the other two, only for Fluttershy to, surprisingly, break her train of thought.

"What is going on...?" Fluttershy asked in a pleading tone.

Rarity frowned, making sure Applejack and Derpy were far enough away to be out of earshot. "He's back, Fluttershy. He was apparently bad-mouthing Twilight, and when Derpy told him off, he and his buddies launched her from a slingshot!"

"What?!" Twilight answered this time, shocked. "Why would they do that?! Who is this pony, what's happening?"

"...No...no.... Rainbow went after him, didn't she?! Oh no...!" Fluttershy now had tears in her eyes, as her worry all the more increased.

"His name is Prince Blueblood." Rarity said, fighting to suppress her anger. "He came to Ponyville High School last year from Canterlot. Perhaps do you recognize that name? I'm sure he was a student at the Royal Academy, was he not?"

This made Twilight pause, reflecting on her earlier school years at the Royal Academy for Gifted Unicorns. For a few brief moments, she was quiet. But then her eyes and entire countenance seemed to light up with recognition. "...Yes! I do recognize his name! I remember him! He was in some of my classes during my schooling. He was a real pompous jerk."

Sniffling a bit, Fluttershy took a step forward. "Yes...he is... And he also...uses girls... He did that to me...and to Rarity..."

"It's true." Rarity nodded, her eyes narrowing. Then she turned to Fluttershy, biting her lip in worry. "Yes, it seems Rainbow Dash found out what he did to poor Derpy, and took off to teach him a lesson."

"....No...no...I can't let him do this!" Now Fluttershy was flaring her wings, ready to take off. "I have to find her!!"

But Twilight unleashed her magic upon the creamy yellow pegasus, immbolizing her. "Don't do it, Fluttershy! This is out of your control!"

Rarity applied her magic, as well. "I'm afraid Twilight is right, Fluttershy. This is way out of our hooves. Besides, you know Rainbow Dash can take care of herself, and so can Applejack. After all, they're the only mares on the wrestling team!"

However, this made Fluttershy cry. "No! I can't lose her again!"

"Flutttershy, it's okay. You need to calm down. I think they know what they're doing. Maybe Rainbow was a bit rash in doing this when we all have plans...but I can already see that she's just trying to protect her friends and you."

"Twilight is right, darling. Don't cry, everything will be all right. Rainbow Dash can hold her own against the largest stallions. That pompous jerk shall be no different!"

The purple unicorn carefully lowered Fluttershy to the ground, releasing her from her magical hold. "Besides, I've gone to school with him most of my life. I know that he's physically weak, and has no muscle, despite his size. Don't you worry."

"It's not just him...he has stronger henchponies!" Fluttershy whimpered.

"Fluttershy, I assure you. If Rainbow Dash can pin a massive stallion like Snowflake, and Applejack can force a powerful colt like Score to submit, Blueblood's henchponies will be no trouble for either one of them!"

Twilight went over to Fluttershy, gently rubbing her back. "There, see? Everything will be okay. Then we'll all be regrouped, Rainbow will be back with you so you can hug and snuggle her to your heart's desire, and we can all settle down for a few movies."

Rarity nuzzled Fluttershy sweetly, wrapping a foreleg around her quivering shoulders. "Twilight is absolutely right, darling. Don't you worry about a thing."
Sniffling again, Fluttershy gave a small, tearful smile. "...Okay...I guess you're right... I'm sorry I overreacted."

"It's okay. We all overreact sometimes!" Twilight assured, waving her hoof. "You're just worried about her, and I can see why."

Rarity smiled, bringing out a tissue with her magic and using it to wipe Fluttershy's tears. "It's all right, Fluttershy. Everypony overreacts, occasionally. Even myself. It's nothing to be ashamed of, don't you worry."

"Thank... Thank you, girls... We should go, then..." Fluttershy managed, smiling appreciatively.

"Yes, let's be on our way, shall we?" Rarity nodded, nuzzling the shy pegasus again.

"...Where are we going?" Asked the creamy yellow pegasus.

"I guess we should keep going to Sugarcube Corner, we'll wait for them there." Twilight looked to Rarity for help.

Rarity nodded. "Yes, we'll continue on to Sugarcube Corner and just wait for them to meet us there."

Fluttershy didn't respond this time, but she nodded. Twilight and Rarity walked on either side of her, keeping close tabs on her to make sure she would be okay. Most of the walk consisted of silence, as the three mares tried hard to wrap their heads around what was going on.

Twilight wasn't sure what to expect at this point, since the entire situation threw her for a look. She looked around, at both her friends, at the path ahead along the town, and on her other side. Admittedly, she felt a little anxious, and hoped against all hope, that everything would be okay. It was all she could even ask for by now.

Their trek to Sugarcube Corner continued on.

Author's Note

Yes, I know this chapter was full of flashbacks...but they will be common in this story as we touch on past events. XD Oh yes, and Prince Blueblood has made an appearance...and is an asshole! Oh my! XD Not much else to say except that this really took a couple of unexpected turns, but it all worked out pretty good!

And yes, Derpy flying any other way but straight has become a running gag. XD

In the Homecoming Dance flashback, they were wearing their gala dresses. X3