Ponyville High School

by NintendoGal55

Rating: mature
Tags: Romance, Derpy Hooves, Sex, Slice of Life, Alternate Universe, Main 6, My Little Pony: Friendship is Magic, Spike, Comedy, Cutie Mark Crusaders
Length: 48146

Twilight Sparkle starts at a new high school with much to come

WARNING: This contains sexual content.
Twilight Sparkle transfers to a public high school in a new town, Ponyville High School. Things are not quite what she expects, especially come the very first day when she comes to meet some new ponies she soon calls her friends. High school becomes an adventure in some ways as the forming group of six ponies overcome obstacles in their high school life. Romance, friendship and all kinds of social dramas await along the way, just daring these ponies to challenge them.

FlutterDash, RariJack, Twinkie, and other pairs as we go along.
Collaboration with StormySummer
Artwork is by elenafreckle on deviantART.
Characters will be listed as we go along, as well.

Published 2012-09-30 10:24:01 UTC
Last updated 2013-05-27 19:51:40 UTC

Rekindled Flames

All right, everypony, listen up. This chapter contains clop. But to put it bluntly, oral sex. Now, it happens during the last half of the chapter, mind you.

Also, you don't HAVE to read it. The event itself is, yes, integral to building things up within the plotline, but you don't have to read it. So, if you're that uncomfortable with clop, I suggest you don't read the entirety of the last half. Because it's graphic. There is, yes, emotion within the scene itself and it's meant to build at Rainbow Dash and Fluttershy's rekindling of their friendship...and something more. That's who it happens between, yeah...

So again, you don't have to read it, but the event itself is important, so keep that in mind.

Aside from that, enjoy. :) Thank you all so much for your support. We hope to make this as enjoyable for you as we possibly can.

The cafeteria itself was fairly big, for such a much smaller school compared to what Twilight was used to. All around were the chatter and laughter of the students, the smells of the food, and a huge array of ponies everywhere. The far end of it had the serving trail, which actually had two. On the left were the basic little meals, such as salads, sandwiches, and other little things to buy with your lunch. The other end served the actual meal deals, which often came in combos, and usually what happened to be on special for that day.

Twilight made her way to the cafeteria with Rarity at her side, where they were going to meet Fluttershy and Derpy right at the table they usually sat at.

"And then an obnoxious classmate tried to get Fluttershy in trouble!" Twilight was saying, looking upset. "I couldn't believe it!"

"Oh, how terribly immature and foalish!" Rarity shook her head in disgust. "Why, I'd bet my beautiful coiffure it was that awful Billy that did it!"

"A good guess, but it was another colt I never met before," Twilight frowned.

"And the thing is...she's also going to be sharing detention with-" she lowered her voice, "Rainbow Dash...she had two detention strikes in class today."

"Oh, dear!" Rarity gasped, bringing a hoof to her mouth. "Whatever for?! Fluttershy is NEVER one to get a detention!"

"She apparently got detention for talking in class and was caught by the teacher," Twilight said, still frowning. "I didn't understand it. She wasn't talking too loud and she was only trying to help me. I tried to tell the teacher, but she didn't budge."

"Oh, that's a shame..." Rarity frowned, shaking her head. "I suppose it's a case of 'wrong place, wrong time,' wasn't it?"

"I guess that's the only way to put it," Twilight muttered, shaking her head. "...I'm just worried, really. I even saw Rainbow looking at her as if she were angry at her at one point when we were leaving class. ...I'm almost scared of them being alone together in the same room. ...Poor Fluttershy, I wish there was something I can do to help her here."

"Well, I wouldn't recommend trying to get a detention yourself, Twilight." Rarity advised. "It's a dreadful sentence, really. You have to sit there in silence for 45 minutes. No music, no talking, no noise whatsoever! And you're not even allowed to take leave to visit the little fillies' room, if that should be necessary!"

Twilight grimaced, and felt her heart sink. "Well, that's a bit much, isn't it?"

Rarity nodded, looking grim. "It is, indeed. I myself have served ONE sentence, and I never wish to do so, ever again!"

"What happened? Why did you serve it?" Twilight queried.

"It was a blustery day, and my lovely mane was wrecked by the awful winds being whipped up by the Pegasi. So I took a few extra moments before class to visit the Salon!" Rarity explained. "And...I wound up being tardy, as a result..."

"Ohh....so tardiness," Twilight summed up, nodding. "I...well, can't say I blame the system for giving you detention for that...but at the same time, that really sounds terrible to sit there doing nothing for forty-five minutes."

"Oh no, you can't sit there doing nothing!" Rarity shook her head. "If you have nothing to do, they'll FIND something for you! And if you elect to read, it MUST be for schoolwork, not just pleasure-reading!"

Twilight, however, looked unfazed. "Well, that's not a problem for me!"

Rarity nodded. "I didn't figure it would be. You could probably even finish all of your homework and not have to worry about it for the next day!"

"And even get started on tomorrow's lesson!" Twilight smiled, but then she grew serious once more. "...But poor Fluttershy...she's going to be all alone in there with somepony she once thought of as her friend."

"Well..." Rarity bit her lip. "It is cruel of me to think this, but...nopony is allowed to sit together, so Fluttershy will luckily be able to place as much distance between herself and Rainbow Dash as she feels is necessary..."

"I guess that's good...but then again, there will still be tension in the air, I imagine," Twilight bit her lip, and then opened one of the cafeteria doors. "I just hope she'll manage."

"I'm sure she will." Rarity nodded slowly, heading into the cafeteria. "Now, I'll go save a spot for you at the usual table."

"All right, I'll meet you guys there," Twilight had a sack for her lunch, but was given some bits to buy milk and a treat if she wanted. She trotted over to the end to wait in line. Somepony came behind her, and for whatever reason...could feel a strange sense of tension in the air.

"Tough break, eh horn head?" Rainbow Dash spoke up from behind the Unicorn. She was no longer dressed in the basketball uniform she'd been wearing earlier, and had her headphones hung around her neck. The rainbow-colored lightning bolt shooting out of a white cloud was now clearly visible on her flank.

Twilight paused, and then turned around. "Horn head? Look, I get it, you're into sports and don't like 'nerdy' stuff, fine. But you don't have some kind of passage to start calling me names. ...And to answer your question, yes, tough break."

Rainbow Dash snorted and rolled her eyes. "I'm not calling you names. I call ALL the Unicorns around here "horn heads". You're not getting any special treatment, Twilight. You just think you are."

"I never said that!" Twilight protested. "...But fine, fair enough. I guess if EVERY unicorn is subject to that little obvious physical trait of an isult...it would be fair if I was called that too."

"Sheesh, Twilight! What's got YOU so bent out of shape?" Rainbow hovered in the air and crossed her forelegs. "It's not like I called you Mega-Nerd or something like that!"

Realizing her mistake in taking out her irritation on the wrong pony, the Unicorn retracted and looked to the Pegasus apologetically.

"...Sorry," Twilight sighed. "I'm just not doing so well today. Everypony is now outcasting me because I'm a 'nerd' or 'egghead'...it's just like back at my old school where I was made fun of because I was the smartest in my class."

"Ohhh, I get it." Rainbow Dash nodded a bit. "You're kind of a social outcast and it's only your first day. So that's what's got you down in the dumps?"

"Yes," Twilight sighed, not quite looking at her. "It all started in Math class and then just spiraled downhill from there. I mean sure, I wasn't expecting everypony to start liking me right away, no. But to at least give me a chance before judging me, really."

"I get where you're coming from, actually." Rainbow slung a foreleg around her shoulders. "See, I came from Cloudsdale Flight Academy, just last year. And when I first arrived, I was an outcast, too. Everypony thought just because I was a Pegasus, I was conceited and a show-off and only cared about my own interests."

"Really?" Twilight looked to her with surprise, feeling a bit relieved to know that somepony understood what she was going through. "That's a shame. I guess they didn't even take the time to get to you know, then."

"No, they didn't." Rainbow snorted and shook her head. "It's like they didn't even CARE to try and get to know me! They just labeled me as a stuck-up Featherhead!"

"...Judging and labelling something they don't understand," Twilight realized, and sighed. "I see what you're saying. But, well, while I don't really know you all that well, but I don't have a problem with you at all."

"And I don't have a problem with you." Rainbow Dash smirked a bit, offering out her hoof. "So, whaddaya say, Twilight?"

Twilight looked down at her hoof, then at her, and smiled a bit. Maybe she was a bit rough around the edges...but at least she was actually treating her fairly and not like a stuck up Unicorn just because she was from Canterlot. "Sure, Rainbow Dash!" She offered her hoof as well.

Rainbow Dash took her hoof, shaking it warmly. "Great! Then it's settled! You and I are now friends, Twilight!"

"Well, great!" Twilight smiled more, shaking hers as well. "Then I'm happy to call you my new friend, as well."

"Awesome!" Rainbow winked, smiling back at her. "I think this is the start of a beautiful friendship!"

"Yeah...I think you're right!" Twilight couldn't help but grin. She did hope this wouldn't cause a rift between her and Fluttershy, but she resolved not to take sides, and be a good friend to them both however she could. "So, what's tickling your fancy?" She indicated to the food. "...Is it any good?"

"I usually settle on a veggie sandwich." Rainbow nodded to a sandwich that consisted of lettuce, tomatoes, sliced carrots and cucumbers, and cheese. "How 'bout you? See you're baggin' it?"

"Ooh, I see," Twilight eyed the sandwich, and nodded. "Yeah, I am. I tended to bring my own lunch and just buy milk and a dessert or something. Back in Canterlot, my old school served those fancy meal dishes and in really small portions, too. I'm not a big eater, but even I didn't quite find them that appetizing. Plus, they were REALLY expensive, so I just got used to...well, bagging it, as you said."

"Uh-huh." Rainbow nodded, indicating the apples near the sandwiches. "The apples are pretty good, too. They come from Sweet Apple Acres, which is run by Applejack's family. Delicious, if you happen to love apples."

"I do like apples!" Twilight brightened. "I'd be willing to try Applejack's family apples."

"Then help yourself!" Rainbow nudged her playfully. "They're ripe for the taking!"

"Don't mind if I do!" Twilight requested one, and the cafeteria lady smiled and gave her one. "Gosh, this does look delicious!"

"Wait till you taste it, Twilight!" Rainbow winked. "You'll think you're in Sweet Apple heaven!"

"Sweet Apple Heaven..." Twilight giggled. "Sounds catchy!"

"Ah'll say so!" Applejack spoke up from behind Rainbow Dash. Now that Twilight could get a good look at her, she could see that she was an orange mare, with three shiny red apples decorating her flank. "See yer tryin' ta sell mah family's crops again, eh Rainbow?"

"Yeah, right!" Rainbow smirked. "I was just telling Twilight here how good the apples are...unless, of course, YOU were the one who bucked 'em!"

"Well, as a matter o' fact, Ah did!" Applejack said proudly. "Ah buck most o' the apples we deliver ta tha school!" She looked at Twilight and smiled. "Well, howdy there, Twilight! How ya doin'?"

"I've been better, but not too bad," Twilight shrugged, buying a carton of milk. "How are you doing?"

"Fine an' dandy! Thank ya fer askin'! Is Rainbow givin' ya a hard time?"

"Oh, not at all. We were just talking, actually!"

"Yeah, see, AJ? Just because I'm brash with everypony else, it doesn't mean I can't make friends!" Rainbow smirked at the Earth pony. However, it wasn't at all meant to be intimidating. Rather, it was in a taunting, even playful manner.

"Really now?" Applejack smirked back, but she clearly wasn't doing it with malicious or malevolent intent. It too was taunting and playful. "Well that's good ta hear. Ah heard them mistros given Twi a hard time in class, an' Ah think that's just sour apples."

"Well, thanks, Applejack," Twilight smiled.

The cowpony smiled warmly at the Unicorn, "Anytime, sugarcube! Ah just think it's fair ta give ya a chance! Ah like ya too, so why not?"

"Yeah, besides! It was probably one of the brainless jocks from the colts' basketball team or something!" Rainbow said, rolling her eyes. "You know they're always looking for new targets, right AJ?"

"Ah hear ya, RD!" Applejack agreed. "Ya think it mighta been one them folks?"

"I don't know for sure, but I suppose if what you're saying is true, it might have been," Twilight shrugged.

"Yep!" Rainbow Dash nodded. "I'm pretty sure it was Score, actually! He hangs around with Hoops and Billy." She explained to Twilight. "Y'know, the two jerks that were picking on you and Derpy?"

Twilight noticed yet again that she conveniently failed to mention Fluttershy, but decided not to comment on that. "Yes, I remember them. What does this...Score fellow look like? It might've been him, but I don't know his name or face."

"Score's kinda grayish-purple. Think Derpy's coat, but darker. And his mane and tail are smoky-black." Rainbow explained. "Like I said, he's usually hanging around Hoops and Billy."

Thinking for a moment, Twilight recalled the look of the colt, seeing that it matched the description, "Oh...then yes, that was him in my math class. He was the one who tattled on....never mind, he just basically made himself known as an obnoxious troublemaker and I gave him a piece of my mind."

"Way to go, Twilight!" Rainbow smirked and lightly punched the Unicorn's shoulder. "Somepony needed to tell him off, and that somepony had to be you!"

"It didn't quite work, since the teacher cut us off...but I did manage to get some words in," Twilight said.

"Good ta hear, sugarcube! Now, why'd ya do it? Was he tattlin' on you?"

"....No, he wasn't..." Twilight looked uncomfortable.

"Then I guess he was just being his usual, annoying, obnoxious self..." Rainbow rolled her eyes again, shaking her head.

"Ah right, yer in her class!" Applejack remembered, obviously referring to one pony she didn't want to mention in front of her friend. "Good fer you, Twi! Nopony should put up with them there bullies! No sir!"

"I'll say!" Twilight agreed. "And getting somepony in trouble for no good reason? That's just juvenile, really."

"It happened before, Twilight. Trust me." Rainbow shook her head. "All the time at the Flight Academy."

"Ouch.." Twilight cringed, and then they reached the cash register, where she payed the lunch lady for her purchases. "Did they also go to the Flight Academy?"

"Unfortunately." Rainbow Dash muttered, paying for her lunch tray. "Where do you think I picked up the nickname "Rainbow Crash"? Those jerks, of course!"

"Wow, that's pretty mean," Twilight frowned.

"You said it, sugarcube! They give poor RD a hard time a lot," Applejack said sympathetically, paying for her lunch tray as well.

"I try to ignore 'em most of the time, though!" Rainbow smirked and puffed out her chest a little. "They're just jealous that I did a Sonic Rainboom back at the Flight Academy!"

"...A sonic what-now?" Twilight raised an eyebrow, clearly not understanding.

"Ah think ya better explain it ta her, sugarcube," Applejack chuckled.

"A sonic Rainboom!" Rainbow Dash grinned. "You know what a sonic boom is, don'cha egghead?"

"...Actually...I don't think I do..." Twilight smiled sheepishly. "Um, but you seem to be an expert on it. Would you tell me what it is? I'm keen to learn about it!"

"Okay, here it is in a nutshell." Rainbow Dash smirked a bit. "A sonic Rainboom is a sonic boom, y'know what happens when you break the sound barrier? It's that, only with a rainbow accompanying it! And I'm the only Pegasus to have pulled it off!"

"WOW!" Twilight exclaimed, her eyes wide. "That's amazing, Rainbow Dash! I'll have to look more into it, I'm sure up until you performed it, it was a legend passed down by generations with all kinds of theories and interpretations about it...amazing! That's wonderful!" She smiled brightly. "When did it happen?"

"When I got this baby!" Rainbow Dash flew up, showing her flank to the Unicorn and beaming with pride.

"Oooh, so you performed the Sonic Rainboom and ended up earning your cutie mark?" Twilight surmised. "That's great, Rainbow! Good for you!"

"Heh, thanks Twilight!" Rainbow grinned. "So! Why don'cha sit your flank down with me and AJ and eat lunch with us?"

"Um..." Twilight smiled guiltily. "That'd be great, I'd love to, but I can't. I already promised Rarity I'd sit with her, Fluttershy and Derpy today. But, how about Monday? I don't mind alternating!"

"No problem, sugarcube!" Applejack grinned. "We'll save ya a seat fer Monday, then!"

"Sure, that's fine. You go sit with Rarity and Derpy." Rainbow shrugged, waving her hoof. "But you're sitting with us Monday, egghead."

'And you forgot to mention Fluttershy again.' Twilight thought, holding back the urge to roll her eyes. "I'll be there or be fair!" She winked.

"Erm...that'd be 'be there or be square', sugarcube," Applejack corrected,

"Forget it, AJ. Eggheads are totally square!" Rainbow snickered, nudging the orange mare.

Twilight laughed, sticking her tongue out at them. "Whatever you say, Rainbow. I'll see you guys in Gym, then!"

"Right back at ya, Twi! See ya then!" Applejack winked.

"See ya, Twilight!" Rainbow waved, grinning.

"See you girls!" Twilight waved, and then trotted along the cafeteria to the table where Rarity, Fluttershy and Derpy sat at.

She felt a little bounce in her step, glad to have had the chance to really interact with Rainbow Dash and Applejack. From what she could see, they were a lot nicer than she expected. Especially Rainbow, who was rough and tough and brash, but definitely had a nice side to her as well. Applejack was just pleasant to be around, with how much of a laid back and easygoing pony she was.

Twilight could see herself enjoying their company and spending time with them. The only real problem was, yes, the fact that she was going back and forth between Rarity, Fluttershy and Derpy, over to Rainbow Dash and Applejack. Like two factions. But that wasn't the case, was it? Applejack seemed to be on friendly terms with Fluttershy and Rarity, even Derpy. Rainbow Dash didn't seem to have problems with Derpy or Rarity, but there was Fluttershy to consider.

Was this going to affect them at all? Twilight hoped it wouldn't. She liked them all and wanted to be friends with them.

She came to the table, joining Fluttershy, Rarity and Derpy there.

"Hi girls, sorry I'm late. I was just chatting a bit with Applejack and Rainbow over there."

"Oh...that's okay..." Fluttershy wasn't looking at her. "Um...at least you're making friends here, Twilight..."

"Yes, it's lovely to see that you're making friends, darling!" Rarity nodded, not missing the slightly forlorn look in Fluttershy's deep aquamarine eyes.

"Sit here, Twilight Sparkle!" Derpy happily patted the seat next to her, grinning.

"Thanks, Derpy!" Twilight sat down next to her, setting her tray down with her magic. "Well, I have to admit, aside from some...less pleasant confrontations, it hasn't been too bad so far."

"That's wonderful," Fluttershy smiled at her a bit.

"Glad to hear it, Twilight!" Rarity smiled. "You certainly seem like a friendly sort! You're fitting right in here at Ponyville High School, aren't you?"

Blushing a bit, Twilight giggled as she looked down at her food. "Well I...try to be nice!" She looked up again. "But it's great I managed to try to fit in so far."

"Uh-huh! You're so nice, Twilight Sparkle!" Derpy smiled, reaching for a napkin, and clumsily knocking over the pepper shaker. "Oops!"

Because it was powdery pepper, it plumed up and ended up near Twilight's nose. She scrunched up her snout, about to sneeze. "Ah-ah-ah-!"

"Oh, my!" Rarity looked alarmed, reaching for the napkin dispenser in the center of the table.

Fluttershy, however, beat her to it. "Oh! Here, Twilight!" She grabbed a napkin and held it up to Twilight's snout.

"Achoo!!" Twilight sneezed into the napkin before even thinking about what had just happened. Of course, her mother, Shining Armor, and Cadance had done this plenty of times to her. It was just so odd coming from another pony she had only met a few hours ago. "Thanks, Fluttershy..."

"You're welcome." Fluttershy smiled, wiping her nose and setting the napkin aside. She then took another, just in case.

"Derpy, do be more careful!" Rarity gently scolded the cross-eyed Pegasus.

"Sorry..." Derpy said apologetically. "I should've paid more attention."

"It's all right, darling." Rarity patted her mane. "Just try to be more careful, next time."

"It's okay, accidents happen," Twilight sniffled with a smile.

"I will!" Derpy grinned, looking more cheered up. "Promise!"

"Here you go, Twilight..." Fluttershy held the napkin to her snout.

"Thanks Fluttershy," Twilight blew her nose.

"Good. We wouldn't want another mishap like this one to occur." Rarity shook her head.

"There, now. Is that better?" Fluttershy wiped her nose and place the napkin aside with the first one.

"Much better!" Twilight nodded. "Thanks a lot!"

"I sense a disturbance in the force..." Derpy blinked.

Fluttershy giggled. "That's silly, Derpy..." But strangely, she felt something too.

Across the cafeteria, Rainbow Dash watched the scene through narrowed eyes, practically wolfing down her sandwich in the process.

"Whoa there, girl! Yer killin' yer sandwich!" Applejack said, placing a hoof on her back. She followed her gaze, and had seen what went on across the way. "...Are ya'll tryin' ta shoot laser beams inta her head?"

"...Did you SEE what happened over there?!" Rainbow Dash exclaimed around a mouthful of food. "She BARELY knows the new pony, and already she's trying to BABY her!!!"

"Fluttershy? Ah thought ya didn't care 'bout her," Applejack raised an eyebrow curiously, but hid a smile behind her hoof.

"...I don't! I just don't think she should be getting THAT intimate with the new Unicorn!" Rainbow Dash said defensively, her snout reddening.

Applejack, however, being a very honest and perceptive pony, knew full well what was REALLY going on. "Listen RD, Ah love ya, yer mah pal, but Ah don't like when ya lie. When are ya gonna admit that yer jealous? Fer one thing, Ah'm not surprised. Fluttershy likes Twilight an' she's just that carin' of a friend."

Rainbow Dash snorted, rolling her eyes at her best friend. "Me?! Jealous?! Get real, AJ! Why would I be jealous of that...that...that doormat?!"

"Ah meant yer jealous o' Twilight," Applejack deadpanned. "She an' all her friends are gettin' attention from Fluttershy an' you don't like that. Ah know darn well how ya feel 'bout her, Dash," she softened then.

"Okay, fine." Rainbow Dash relented. "You're right. I'm jealous of horn head, over there! But Fluttershy was MY best friend, AJ! Ever since we were fillies in Cloudsdale! And now..." She sighed, staring down at her tray. "...I feel like I've been replaced, like she doesn't even care about me, anymore."

"..Well, Ah cain't talk fer Fluttershy...but don't ya think she felt that way, too? Back when ya made those new friends?" Applejack said softly. "Ah understand how ya feel. It ain't easy. An' really, Ah think she cares about ya. ....She would if ya'd let her."

"Hey, I tried to include her even after I made new friends!" Rainbow Dash pointed out, frowning. "But SHE was the one who snubbed ME, not the other way around! So I'm more than willing to let her, but she's just gotta come forward and SAY she wants another chance."

"True," Applejack said thoughtfully. "Neither o' you are blameless in this. ...But Ah know Fluttershy ain't doin' nothin' ta spite ya. She ain't like that."

"Hiiiiiii girls!!!" Pinkie sat down with them, lunch bag in hoof. She looked at Rainbow Dash, blinking. "Dashie, you look all frowny! Something wrong?"

Rainbow Dash sighed, shaking her head. "Hey, Pinkie Pie. No, nothing's wrong, aside from the usual." She nodded to the table occupied by Rarity, Fluttershy, Derpy and Twilight.

"Ohhhhh!!" Pinkie immediately realized. "You're jealous! Silly, Dashie! Jealousy gets you nowhere, you silly bean! Okay, my turn now! I'm going to throw a welcome party for Twilight over at Sugarcube Corner this weekend!"

"Sounds mighty fun! Count me in!" Applejack grinned. "Listen RD, Ah know yer a little...well, jealous, but Ah can see ya like Twi just fine. Why don't ya'll come too?"

"You kidding, Applejack?! I wouldn't miss a Pinkie Pie party for anything!"

Rainbow Dash grinned, throwing a foreleg around the pink mare's shoulders. "I'll be there, count on it!"

"Great!" Applejack grinned then.

"Awesome! I knew we could count on you, Dashie!" Pinkie grinned widely, nudging her. "So! I heard you got detention again! Silly Dashie! What did you do, silly bean?"

"Fell asleep in Math class..." Rainbow Dash grumbled, shaking her head. "Can I help it if the teacher is SO boring?"

"I know, silly!" Pinkie giggled. "Oh well, another day in that cold, dark room all by yourself..."

"Actually...she's got it with Fluttershy, too. She got detention fer talkin', Ah heard," Applejack said.

Rainbow Dash nodded in confirmation, though she didn't say anything.
"You silly bean!" Pinkie laughed, patting her friend's mane like she was a child. "Don't you worry, your Auntie Pinkie Pie will make you feel better!"

"Cut it out, Pinkie..." Rainbow batted her hoof away, scowling.

"Awww...somepony's grumpy dumpy!" Pinkie grinned, unfazed. "Don't you worry! I'll turn that frown upside-down!"

"Um, Pinkie, ya might wanna give that a rest fer now," Applejack advised. "Let's get goin', shall we? We gots some practicin' ta do!"

Rainbow Dash nodded in agreement, finishing her food. She glanced across the cafeteria once more, feeling a tugging at her heartstrings as she gazed toward her once-best friend. Detention was not going to be easy this time around.

Fluttershy stood in front of the detention room of the second floor, where she was supposed to report. She gulped, staring up at it. It wasn't her first time in detention, but she didn't like it. By her side were Rarity and Twilight, for encouragement.

"You sure you don't want us to wait outside for you?" Twilight queried.

"No...it's all right. I'll meet you girls at the spa after I leave." Fluttershy said softly.

"All right, Fluttershy. We'll meet you there, dear." Rarity murmured, frowning towards Twilight and shaking her head.

"Okay..." Twilight shared a look with Rarity. "You sure you'll be okay?"

"...I'll be fine. I've been in detention with her before..." Fluttershy said sadly. 'Only this time we won't be passing notes to each other when the proctor isn't looking....'

Without another word, she pushed open the door and went inside.

Noticing her once companion on the other side of the room, she sat down at a desk further off on the other side.

Rainbow Dash glanced up momentarily when Fluttershy entered the detention room, but then she turned her attention back down to her math homework, sighing heavily.

Fluttershy glanced also, but tried hard to look away. She went to reading her history book. Feeling the unfeeling, yet bored eyes of the proctor, she tried hard not to look up either.

Two minutes...

Rainbow Dash studied her math book, though her attention wasn't entirely focused on her homework assignment. She glanced up at Fluttershy again, but then immediately went back to staring at the perplexing numbers and symbols that seemed to mock her.

Five minutes...

The detention hall proctor was then called out by Vice Principal Luna, who was reporting an emergency she and some of the faculty they had to attend to. Immediately, she left and warned the two Pegasi not to get into trouble.
Fluttershy swallowed. Now she was ALONE with her.

'It's okay...she doesn't bother me...I don't bother her.' She thought, placing her book aside in favour for a classic book she wanted to read.

Seeing that they were alone, Rainbow Dash dug her walkman out of her saddlebags and placed the headphones over her ears. Noticing the look she was receiving from across the room, she rolled her eyes and pressed "play" on the unit, turning on her blasting heavy-metal music.

Despite how subdued it was, Fluttershy could still hear the faint beat and sound of the music, which was distracting. But for the sake of not causing drama, she kept quiet, trying to read. Her desk squeaked as she shifted, making her squeak. She closed her mouth, going back to her book.

With her music blasting away in her ears, Rainbow Dash resumed attempting to complete her homework. But her mind was still elsewhere, as she continued to glance up and then glance away from the other Pegasus.

Occasionally, Fluttershy glanced toward her, actually glad that her once-friend was distracted by her music and wasn't looking at her. She went back to her book.

But then her nose tickled.

'Oh no....'

"Achooooo!!!" Fluttershy sneezed, louder than usual, and then hid her face in her book as if to hide.

Rainbow Dash heard the sneeze, even despite her music blaring in both ears. She dug around in her saddlebags again for a few minutes, before pulling a balled-up something out and tossing it across the room, landing it on Fluttershy's table.

"Gesundheit."

Fluttershy blinked. What had just happened?

"...Thank you..." She mumbled, though knowing she didn't hear her. Taking the tissue, she blew and wiped her nose.

Ten minutes...

"That's it, I'm outta here!" Rainbow Dash slammed her math book shut, throwing it and her notebook into her saddlebags. "I've got just enough time to make it to practice!"

What Fluttershy never realized was that she probably should have kept her mouth shut at this moment.

But maybe it was her worry of Rainbow Dash getting into more trouble...maybe it was just her instincts of kindness...or both.

"Rainbow! You can't just leave! It's not over yet!" Fluttershy countered.

"Forget it! The proctor's not coming back, so I'm blowing this Popsicle stand!" Rainbow argued, slinging her saddlebags over her back. "And if you're smart, you'll do the same!"

"As much as I would like to leave, I know that I will get in trouble if we're caught leaving early," Fluttershy said calmly. "Please...she could come back at any minute! We can't risk it..."

"What are you, a pony or a mouse?!" Rainbow scowled at the other Pegasus. "Oh, wait. I forgot. You're neither. You're a doormat!"

"Oh yeah?!?" Now Fluttershy felt a fire fueling in her chest. But it wasn't anger. It was passion. "Well...you're...you're....you're... This has nothing to do with any of that! It's about following the rules!"

"Rules, shmules! I make my OWN rules!" Rainbow made to bolt for the door, but quickly found her pathway blocked. "...Move it, doormat! I'm gonna miss practice!"

"No! I won't let you!!" Fluttershy blocked her. She was even close to mustering The Stare. "You sit back down RIGHT now! If you get in more trouble, so help me!"

"What are you gonna do about it, huh?!" Rainbow snapped. "You can't even stand up to Hoops and Billy, let alone a teacher! What makes you think you can stop ME?!"

"I've been one of the few who COULD!" Fluttershy snarled, though pathetically. She stepped closer toward her. "Now sit down!"

"No!" Rainbow Dash stood her ground.

"Yes!" Fluttershy stepped closer again, her eyes narrowing.

"No!" Rainbow Dash stood strong, her eyes narrowing, also.

"Yes!" Fluttershy stood strong as well, her head lowering.

"No!!!" Rainbow Dash lowered her head, pawing the floor and snorting.

"Yes!!" Fluttershy pawed at the floor as well and snorted.

"Get OUT of my way!" Rainbow snarled, charging forward.

"I won't!!" Fluttershy did the same, charging at her, though slower than the other Pegasus.

"Move it!!!" Rainbow sped up, charging straight for the other Pegasus.

"I said...NO!!!!" Fluttershy squealed.

Their heads butted together, to which they both held. Fluttershy slid back a few feet, but held her ground, stronger than she seemed.

"YES!!!" Rainbow Dash roared, pushing with all her might against her once-best friend.

For one split second, Fluttershy nearly faltered. This entire...scene was just getting ridiculous. Now they were pushing up against each other's heads like a couple of bulls in the heat of a headbutting dispute. What had become of them? They were best friends! And now they were fighting like cats and dogs!

But the heat nor passion never left Fluttershy as she pushed back with all her might, even managing to make her opposing peer actually slide across the floor!

Her stomach churned, muscles ached and burst, and yet, it was seriously getting to her in other ways as well.

With a defiant stare in her radiant cerise eyes, Rainbow Dash pushed back against the other Pegasus, flames of hatred ignited inside her. But deep down, a tiny flame of passion burned deep within her heart. A flame that flickered with the last vestiges of hope that one day, they would return to being best friends.

And, maybe one day, something even more than that.

Snorting a puff of steam out of her nose, Rainbow pushed these thoughts from her mind, and focused on the barrier that was preventing her from leaving the detention hall. She completely ignored the other feelings that were welling up inside her, focusing only on her determination to escape the dreaded "prison" she'd been sentenced to for the third day in a row.

Getting and idea, Fluttershy began flapping her wings. She didn't lift herself from the floor, just used them as a way of gaining strength to move forward. Of course, it dawned on her that she knew Rainbow would do the same thing, considering how much of an expert she was with her wings.

"...No..." This time she was more feeble, almost pleading.

Seeing this move, Rainbow mimicked her opponent, flapping her wings harder and lifting off the ground slightly. Now she began pushing against her with her hooves as well as her head, her eyes burning holes into Fluttershy's own orbs. She growled, and her lips curled into a snarl.

"Fluttershy...MOVE IT!!!" She shoved as hard as she could, knocking the creamy-yellow Pegasus to the floor.

And now back at square one, as the two Pegasi were now on top of each other on the floor.

Fluttershy struggled, suddenly very afraid. She knew how what he once-best friend was capable of, and if push came to shove...she might just hurt her physically. Now with the cyan Pegasus on top of her, invading her personal space well past decently, it was now creating conflicting emotions.

On one hoof, she felt terrified and just wanted her to get off so she could get to safety. But the more passionate and longing side of her wanted her to remain where she was. Neither of them moved. They were panting, just looking at each other, their muzzles only a breath away.

Pinning the other Pegasus to the floor, Rainbow smirked triumphantly, her wings flared out behind her as a symbol of her victory. Pleased that she had her once-best friend in a position of submission, much like she'd done to the strongest colts as the only mare on the wrestling team (aside from Applejack), she leaned her neck down so they were snout-to-snout. She was the predator, and she was about to claim her prey...

But something inside her stirred. The position the two Pegasi was currently in...there was so much more that could be done to the timid animal-lover. So many passionate things that could happen between them...

Her heart thudded against her ribcage. Was Fluttershy feeling these very same emotions...?

Unfortunately for Fluttershy, her wings were splayed out on either side of her, as they had been when she was knocked to the floor. At the moment, she wasn't even sure if it was because she had been flapping them before being pushed down, or if they were now indicating something else. Now with Rainbow's hooves pinning them, it was impossible to move them.

Heart pounding, her eyes met the widened cerise eyes of her once best friend. They were no longer flared with anger and predatory triumph. Now instead they were full of surprise, wonder and confusion, as if uncertain and taken off guard by the situation.

This could have been an opening for her to escape. But there was something going on, she could feel it.

Before either of them could try to make sense of the situation, Fluttershy gave in to her desires.

Neither knew who moved first, but before they could blink, they were suddenly kissing passionately.

Caught completely off-guard by the sudden passionate kiss, Rainbow found herself unpinning Fluttershy's wings to wrap her forelegs around the other's shoulders, laying on the floor beside her. Her eyes drooped closed as the passion overtook her, and her wings flapped a few times, before flaring outward again for a moment and then folding in at her sides. Her rainbow tail swished about, entangling with the blossom-pink tail of the other Pegasus as they kissed deeply.

'I only dreamed of this moment, and it isn't what I'd hoped for! No no...this isn't right...Oh sweet goodness can she kiss!! I can't hold it back, I love her, I need this, I want this, I don't even care anymore!' And she didn't. With reckless abandon, she kissed the daredevil pony with all she had, pouring her love and adoration that she kept away from her.

Fluttershy moaned, deeply, and brought her forelegs around her neck, running one through the soft, messy rainbow mane.

Feeling a sense of daring, Rainbow then made a bold move, flicking her tongue across the animal-loving pony's lips. A sensual growl rumbled at the back of her throat, as she brought one foreleg up to the soft, pink mane, stroking it gently.
Melting within the passionate gestures, Fluttershy relaxed and then opened her mouth readily, granting entrance to the curious and daring tongue of the other pony. She trembled, but in a good way, feeling her mane stroked. She continued to do so in kind with tender care, as if some way to tell her so.

No sooner had the shy pony's mouth opened than did Rainbow's tongue eagerly dart inside, exploring every little nook and cranny. A sweet taste flooded her senses, igniting her passion even greater. Her smell, her taste, her touch...all of it was intoxicating to the athletic daredevil pony, making her want even more.

A gaspy moan escaped Fluttershy, vibrating between their mouths at the sudden deepness of their kissing, but she was far from complaining. Her own tongue rose up timidly, but with curiosity, meeting with the other. The animal loving pony could feel intense heat in the stomach and was only traveling down south.

The need to breathe was beginning to take hold, but Rainbow Dash chose to ignore it, inhaling sharply through her nose and deepening the kiss. Her tongue pushed back against the other pony's, beginning a battle of dominance between them. On top of that, a searing heat was pooling in the pit of her stomach, and her mind became clouded by a foreign sensation.

The dominating battle of their mouths and their tongues grew, though it was less in an act to overcome the other and more of something in response to the passion and heat between them. Fluttershy moaned, inhaling deeply through her nose. Her hind legs ran along Rainbow's own hind legs in a sensual manner, enticing her.

A pleasured shudder raced up Rainbow Dash's spine as she returned the gesture, hooking Fluttershy's hind legs with her own, and pushing into her with gentle force. Their hips ground together, which sent another shiver of pleasure racing down her spine, all the way into her marehood. The heat pooled faster in her stomach, as a burning sense of lust continued to cloud her mind.

It was leading somewhere, and Fluttershy knew it. But once more, she pushed the thought out of her mind and simply basked in the passionate heat with her secret love. She moaned in response their hips grinding, even bucking her own sideways to meet with hers. Her nether-regions tightened, signaling their need. Trembling and shuddering in pleasure, she held the daredevil Pegasus closer to her and ran both hooves through her mane.

Things were beginning to heat up between the two Pegasi, and in more ways than one. Rainbow, however, was near-completely lost in passion as she made out with the timid Pegasus. She moaned and growled in response to the bucking of their hips together again, as her genitalia tightened within, and now dampened, with the need rising within her. Pleasure coursed throughout her body like electricity, and soon both hooves were combing through her mane, before coming down to play with the soft feathers of her wings.

Wings fluttering against the floor in response, Fluttershy wiggled a bit and giggled at the ticklish feeling. She responded in kind, bringing her hooves down to her old friend's wings and caressing the feathers. Her nether regions dampened and tightened all the more, and could easily feel the other's own, which excited her. She moaned in response to her sensual growl, eliciting a squeal of pleasure between kisses.

The need to breathe was finally too great to ignore, and Rainbow briefly broke the kiss, panting and catching her breath. After she recovered for a moment, she recaptured her lips, bucking their hips together once more. The tightness and dampness of her private regions intensified, and she soon positioned herself on top of the other Pegasus, both in a sign of dominance and a sign of how strongly her lust was taking hold of her.

"Mmm!" Fluttershy moaned in surprise, but eagerly welcomed this as the passion grew all the more even for her as well. Reckless abandon, all her of shyness and timidness shattered, all that came to her mind was the lust and passion she was feeling deep within. The tightness and dampness of her own fillyhood were screaming for attention to be given. She bucked her hips upward yet again, holding the daredevil against her.

The delicious friction that was created when their hips bucked together made Rainbow's mind explode with pleasure. By now, her stomach felt as though it were full of molten lava, boiling and churning with the intense heat of lust overflowing inside her.

Feeling that the animal-lover was tight and damp with need, she broke the kiss once more, smiling with hazy, lust-filled eyes. "Do you...want this...Fluttershy...?"

Panting hard, looking up at her, Fluttershy felt overwhelmed from all the lust, the pleasure, the intensity of everything going on between them. She too smiled, her eyes hazy with lust and passion. She nodded, even bringing one hoof up to touch her cheek in a tender gesture. "Yes...I do..."

Smirking once again in a predatory way, and also panting hard, Rainbow nodded, pushing herself up on her forelegs and adjusting her position on top of the creamy-yellow Pegasus. She licked her lips suggestively, eyes clouded-over with lust as she began to lower herself again. "Then...let me...show you...the Rainbow..."

Fluttershy mewled in pleasure, adjusting herself a bit too as she gazed up with lust and wanton up at her love. She held nothing back, and was not going to hide in her despair any longer. Now she had Rainbow Dash where she always wanted her, right here and sharing the wonders of love together.

"Yes...oh...take me, Rainbow Dash...show me the rainbow!" She cried with passion. Where this had come from, she wasn't sure. All Fluttershy could think was not to hold back, which was likely what fueled her to express her passion in this manner. “Please...I want you...”

Rainbow smirked, but not in a mocking or even threatening manner. Instead, it was more of a lusty smirk...one that wordlessly said she would only be too happy to fulfill the other's deepest desires.

"Well, Fluttershy...heh heh...you're all mine, now..." She said with a dark chuckle.

All too happy with that idea, Fluttershy leaned her head up and nuzzled her sweetly. She lay back again, not at all caring about anything but each other. She didn't care that they were in a classroom, in detention, where the detention supervisor could return at any moment. All that mattered was this moment. "Yes..! I'm all yours...I'll always be yours..." Fluttershy cooed, spreading her legs. "Take me..."

Rainbow chuckled darkly again, smirking and inching her way down the other's body. Who cared if they were in school? Who cared if it was detention hall? Who cared if the proctor returned just as things were about to become hot and heavy? She certainly didn't!

"Heh heh heh...I wouldn't have if...any...other...way..."

Looking up at her...she wasn't sure what she was to her right now, she nodded as her breathing grew harsher. Oh, she couldn't wait! She wanted her now!! Her stomach was twisting with intense heat pooling within, her muscles were spazzing, and her nether regions tightened and dampened. All she could feel was the burning desire for her!

"Rainbow Dash...I can't tell you how long I've wanted this..." Fluttershy managed, her voice cracking. "Please..."

"I've wanted it even longer, Fluttershy...trust me..." Rainbow Dash smirked, her muzzle between her hindlegs now. She blew softly on her tightened, dampened marehood, to further tease her before she would begin. "Are you ready, pal...?"

The very words she spoke struck a chord in her. Rainbow Dash wanted her, too? Maybe even longer? Did she really mean that? It didn't matter, the timid but excited pony felt overjoyed! To think that the pony she loved actually desired her right back! It felt unimaginable, since Fluttershy didn't feel she herself had any sex appeal. But none the less, her heart pounded with anticipation and wonder.

Shuddering with pleasure and anticipation, Fluttershy nodded as she managed to raise her head to look down at her. "Yes...I am..."

"Then here goes nothing..." Smirking, Rainbow Dash was about to press her mouth to the other's entrance, her tongue starting to gently force its way inside her...

"Oh...!" Cried Fluttershy as her hips bucked slightly, her hind legs spreading further apart, if possible. "Y-Yes...! Right there! Please!" Now she wished she had something to stifle her mouth with, but the thought vanished from her mind as the white-hot pleasure overtook her.

"Right here?" Rainbow Dash blew on the entrance, before pressing her mouth completely over it and inserting her tongue, wiggling it around inside her. Pleasure exploded in her own mind as she effortlessly worked her ministrations on the shy Pegasus.

"Y-Yes!!!" Fluttershy moaned loudly, which for her was actually fairly quiet. Her hips bucked again, as her forelegs reached down to gently grasp her head. "Oh Rainbow Dash...!! Don't stop!!" Pleasure overrode her, her marehood dripping as her inner walls tightened along the intruding tongue.

Smirking with her eyes, Rainbow Dash continued wiggling her tongue around, the sweet taste of her marehood dripping causing her tastebuds to tingle with excitement. Making a bold move, she opened her mouth wider, engulfing her entrance completely as the tip of her tongue grazed the "sweet spot".

Fluttershy shuddered and spazzed, moaning and groaning with each passing moment, running her hooves through her rainbow mane. Had she done this before? Was that how she was so good? She shook the thought from her mind, now was not the time to get jealous. Her cries grew a bit louder, her eyes squeezed shut and her hips collapsed as she slowly lost strength. "There...!! Yes...! Oh, Rainbow...!" She had never in her life felt such overwhelming pleasure, which was slowly building within, overtaking her.

Rainbow Dash felt her own privates tightening and dampening moreso, as she continued her ministrations on the creamy-yellow Pegasus. Although nopony but herself knew this, it was actually her first time performing any sort of sexual acts. But she'd heard stories from her fellow Pegasi, and was performing based on what she'd gathered. Her tongue touched the "sweet spot" again, and white-hot pleasure caused her insides to melt into a puddle.

Opening her eyes, Fluttershy looked down at her again, meeting the cyan Pegasus' passionate cerise eyes. She panted hard, managing to smile amidst her moaning, before she lost herself in the immense pleasure.

"R-Rain....Rainbow...Dash...!! Ohh...I'm going to....going to...!!"

Lust-filled cerise meeting equally lust-filled aquamarine, Rainbow Dash pushed her tongue against the creamy-yellow Pegasus' "sweet spot" once more, triggering the much-anticipated climax that she had been aiming for. A muffled chuckle escaped her throat, as she prepared herself for what was next.

Little gasps and moans escaped the shy Pegasus as she felt the pleasure building up like the oncoming eruption of a volcano. She felt it, almost afraid of it considering how intense and pleasuring it was. But she couldn't stop it, no matter the cost. Her forelegs fell to the floor on either side of herself. It then happened as she came, causing her to cry out loudly, and her marehood leaked with her lovejuices like a stream.

"Rainbow Dash!!!"

The sporty Pegasus's mouth was flooded with an onslaught of the other's lovejuices, which she swallowed as they flowed like water from a fountain. But it tasted amazing, like sweet sauce and fruit.

After a moment or so, she broke away, panting and licking the leftovers from her muzzle, smirking lovingly at the timid Pegasus as their eyes met once more. "How was that...Fluttershy...?"

Panting hard, Fluttershy looked up at her with passion, lust-filled eyes as she tried to regain control of her body and her breathing. She could not in a million years believe how wonderful that could have felt, especially to share it with somepony like Rainbow Dash. Somepony she cared about so much and wished to make amends with her. Maybe...this was a step in the right direction? There must've been something, she had a feeling Rainbow Dash wouldn't do this with just anypony.

"Oh, Rainbow Dash....amazing...oh...that was amazing...you're wonderful at it...." Her eyes then drifted downward, toward the sporty Pegasus's own marehood, curious...and seeing that she too was very wet.

"Heh...well, don't tell anypony this, but..." Rainbow lowered her voice to a whisper, her snout reddening a bit in embarrassment. "...That was actually my first time. I've never done it before...I only knew what I should do because of my friends telling me about their boyfriends doing it to them..."

"O-Oh..." Fluttershy managed, her voice a bit cracked. Now it made sense, she had knowledge not first-hoof but from information. She blushed a bit, nodding. "I understand....I-I won't tell anypony..." She promised, and inwardly, felt joyous. Rainbow was also a virgin, just as she was. To be her first was wonderful!

Nuzzling her gently, she leaned in and stole a sweet kiss. It felt pretty odd tasting herself, but it was strangely interesting. "Rainbow...do you...want me to...?"

"Do I...want you to...what...?" Rainbow blinked in confusion, but then she realized that her own lovejuices were slowly beginning to leak out of her. She blushed profusely, nodding. "Ye-yeah...I th-think...th-that's a g-good idea..."

"Okay.." Fluttershy blushed at the idea of doing something like this, so intimately, but it was for Rainbow Dash, and especially because she had done it for her. Now it was time to return the favour, in hopes that she would be as pleasured. "I...never did this before, either... But I'll try my best."

She managed to sit up, cracking her bones as she did so.

Switching positions, Rainbow Dash then leaned back on the floor, propped up on her forelegs, her hindlegs stretched out and spread-eagle. Her tail swished in anticipation, and she licked her lips, still tasting Fluttershy on them, which made her smirk in pleasure. "Heh...do your worst..."

"Okay..." Fluttershy nodded, crawling over to her, licking her own lips in anticipation.

She first reconnected their lips, kissing her passionately. Rainbow kissed her back with gusto, reengaging them in a very hot kiss. After some time, Fluttershy pulled back, then lay butterfly kisses along her neck. Hearing her love's pleasured moans encouraged her as she went along, kissing along her neck and jawline.

Rainbow Dash moaned pleasurably, kicking her hind legs a bit in excitement. Her rainbow tail continued swishing about eagerly, meshing and twirling with Fluttershy's pink tail, which was pooling on the floor beside her.

"Mmm..." Fluttershy hummed softly, kissing and inching her way down her friend's body.

Her fuzzy coat tickled her nose, making her giggle. She then came to her dripping marehood, and felt a strong sense of arousal upon smelling her strong, overpowering scent. Already she was eager to get her mouth onto it, which surprised her. Fluttershy, who was normally afraid of her own shadow, actually felt ready for this. Maybe it was the sexual feeling and tension all around them that was getting to her, maybe it was the repressed sexual need inside now released, or maybe it was all this time of ignoring each other. Whatever it was, she was ready. If for nothing else, she wanted Rainbow to be pleasured in return for her efforts. That alone was enough to drive her to do this.

"Ooohh..." She gently blew on it, much as Rainbow had done earlier.

"Ohhhhh...ohhh yeeeaaah..." Rainbow Dash moaned louder, bucking her hips upwards and kicking out her hind legs again. "D-do that ag-gain...!!!"

Given how aroused she was, it didn't surprise Fluttershy that she reacted this way. She blew on her marehood again, before then making her bold move. Leaning in, she placed mouth along the inner lips, her tongue already weaving its way inside, rolling about.

Rainbow Dash moaned even louder, grabbing her head with her hooves and pressing her closer to her marehood, encouraging her. "Oh, sweet Celestia...!!!!!"

Feeling a little surprised at how well she seemed to be doing, Fluttershy felt encouraged to keep going. She mimicked what Rainbow had done to her, hoping she was doing it right. She nibbled, suckled, her tongue weaving along inside of her. Oh, her taste was amazing in combination with her scent! She hummed a little, sending vibrations through her.

Pleasure exploded in Rainbow's mind, not only from the ministrations of Fluttershy's skillful tongue, but also from the vibrations of her humming along her insides. Her breathing quickened, her pulse racing. She was rapidly approaching her climax... “Ahh...! Fluttershy...yeah! That's it! Ohhhh!!”

Bringing her forelegs around her friend's hind legs to support her hips, Fluttershy now moved upward a bit to bring pleasure to her "sweet spot". She licked it, suckled it, and even nibbled it gently, while her tongue ran along.

"Ohhh, Fluttershy...d-don't s-stop...!!!" Rainbow Dash cried, beginning to pant heavily. "I'm...I'm going to...to...!!!"

"Mmmmm...!" Fluttershy hummed in response, bringing her tongue back inside her entrance, while her muzzle gave attention to her "sweet spot". She looked up, meeting passionate lust-filled cerise eyes. Her own arousal returned, growing evident as she felt her marehood dampen all over again, growing with pleasure.

Panting hard, the cyan Pegasus gasped and moaned, as the pleasure built up, charging and electrifying her insides like a bolt of lightning. She could feel it now, the intensity growing hotter and stronger. Her hips collapsed, then bucked upwards sharply as she came. She cried out even louder than the timid Pegasus had done, her marehood leaking lovejuices like a fierce-flowing river.

"Fluttershy!!!!!"

Fluttershy was taken off guard by the river-like flow of her lovejuices spewing out. But she eagerly lapped it up, swallowing as she found a liking to the taste. She licked her tongue all around, as if cleaning her there. Panting as well, Fluttershy rose up, licking her lips of the leftovers.

"Oh...are you all right? ...How was it?"

Rainbow Dash was panting hard, her face flushed and her mane dripping with sweat. Despite all of this, she smiled, her eyes glazed over from her climax. "It...was...awesome..."

Beaming from her responses, as well as the memory of hearing her name being called out in such a way. She smiled, then crawled over her. "Oh...I'm so glad!"

"Heh heh..." She chuckled, smirking lovingly at the other Pegasus, bringing her forelegs up around her shoulders. "I know I told you it was my first time...but you couldn't have done this before...how'd you get so good...?"

Blushing a little, Fluttershy smiled as she made herself comfortable over her, running her hooves through her mane. "It really is my first time...um...I just...tried to follow what you did... I just followed my instinct, I suppose."

Rainbow Dash smirked playfully. "Even now, you're still learning from me, aren't you...? Just like old times..."

Fluttershy giggled, nodding. "Yes, I am... Just like old times."

Rainbow chuckled, her hooves playing with her soft, pink mane. "Some things never change, do they...?"

"No...I don't think they do..." Fluttershy recaptured her lips sweetly, then pulled back.

Her mind was abuzz with questions. What was going to happen now? Were they friends again? Was this going to be a one-time thing? Were they together? How were they going to go about this?

For a minute or two, the two of them lay there like this on top of each other as they basked in the aftermath. Neither of them spoke, only their breathing and little sighs could be heard from either pony. While the gravity of the situation was slowly setting in, it didn't stop them from taking this time to just relax from their little activity, to fully regain themselves and their senses.

"Fluttershy...?" Rainbow spoke up suddenly, pulling her hooves back and sitting up.

"Yes?" Fluttershy looked down at her curiously.

Rainbow Dash sighed heavily, before speaking again. "...What happened to us, Fluttershy? What went wrong?"

"....I don't know." Fluttershy said softly, shaking her head. She nuzzled her lightly. "Something just...went wrong and...I don't even know why anymore."

"Then why'd we break up...?" Rainbow wanted to know. She nuzzled back gently, sighing again. "Why'd we throw everything away?"

"....I was jealous...I let my jealousy get the better of me... You had all kinds of amazing new friends and you didn't spend much time with me. I got jealous and...and I just...let it get the best of me and thought you didn't like me anymore. So I pushed myself away from you..." Fluttershy began to cry as tears poured down her cheeks. "Then all we did was argue after that...I didn't even know what to do...I'm sorry...it's all my fault..."

"No...it's all my fault." To Fluttershy's surprise, Rainbow had started crying, also. Tears flowed down her cyan cheeks like rivers, and her shoulders trembled violently with her upset. "I should've...I should've spent more time...with you. I didn't...I didn't mean to...to make you feel like...like I didn't like you or...or care about you anymore. You...you've been my best friend...since we were fillies...and...and I'll never let anypony change that...not ever..."

This was just too much. Fluttershy was stunned that Rainbow Dash was not only blaming herself, but also crying. Crying. She had never seen her daredevil companion cry since they were fillies. And over this, their entire hardship. To think this affected her so much. Fluttershy never would've thought that their hard times apart had affected Rainbow so much. To the point of tears. She had to have hid it very well, in that case. Either way, all the timid mare could feel right now was guilt, regret, sadness, and yet, hope.

"...Rainbow Dash..." Fluttershy's lips quivered as she hugged herself against the cyan mare tightly, burying her face in her neck. "I'm sorry! I'm so sorry! I don't want to fight anymore!! You're my best friend! You always have been since we were fillies...I don't want to lose you...I couldn't' take it at all!"

"Fluttershy..." Rainbow Dash sobbed, opening her wings over their bodies as they hugged tightly, never wanting to let go of her. "I...I want...I want to be friends again! I...I don't want...to fight anymore, either! You...you're my very best friend, and...and I could never live without you..."

Sniffling, Fluttershy rose her head a bit, feeling a warm comfort envelope her between their bodies and her friend's wings. "I can't imagine my life without you! I want to be friends again...so let's do that! I want to forget about our fighting and just be friends again..."

Rainbow Dash sniffled, nuzzling their heads together and managing to smile through her tears. "Okay...let's be friends again...I promise we'll never...fight like that again...I don't want...to lose you..."

Smiling too, Fluttershy nuzzled back as she nodded. "Agreed. I don't want to lose you, either...never... Oh, Rainbow Dash...I wanted to tell you that I...well I..."

Rainbow Dash blinked and sniffled, staring intently at her. "You wanted to tell me that you...what...?"

"I...I lo-" Fluttershy began, her breathing heavy still.

She was cut off upon hearing hoofsteps and voices outside the door, which of course belonged to the Vice-Principal and the detention supervisor. She squeaked, realizing where they were and what they were supposed to be doing.

"Let's get back to our seats...!" The shy pony whispered, reluctantly getting up.

"Good idea...!" The athletic pony agreed, getting up and dashing back to her seat, grabbing her dropped saddlebags along the way.

Fluttershy did too, getting back to her seat as well, sitting herself down just as the door opened. The supervisor walked in, seeing the two ponies at their desks. As if nothing had happened.

"Sorry about that, you two, I had to tend to something with the faculty," she said, and eyed them weirdly.

Both of them were panting, as if having fun a marathon, there was a strange smell in the room, and there was a nectar-like liquid on the floor. Something was going on, but she couldn't place it. Not that it mattered, it was none of her business. She even knew better to think that they simply just stayed in their seats the whole time, on top of that.

"....Anyway, you two can go now."

"Cool! Later!" Rainbow Dash slung her saddlebags over her back and zoomed out the door, leaving a rainbow trail behind her.

"Rainbow...!" Fluttershy called after her, reaching a hoof out. She sighed then, taking her saddlebags and then walking out slowly, her head hanging low.

'What just happened? She didn't even want to walk out with me? ....Well, she does have practice... I suppose that's why. ...I'd better get to the spa, I don't want to keep Rarity or Twilight waiting.'

As Rainbow sped along the hallways to the gym, she couldn't help feeling a little guilty about not waiting for Fluttershy.

'I mean, we DID just agree to make up and be friends, again...but I don't know...I just...I don't exactly feel ready to jump right back in, just yet...I'll give it a few days. Maybe by Monday, maybe tomorrow, I'll be feeling more confident about this.'

A New Lease

"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.

Retribution

Throughout the darkened streets of Ponyville, above the average rooflines, Rainbow Dash flew as quick as she could. Despite her anger, her sheer determination; she managed to avoid any and all obstacles to avoiding the danger of crashing.

Nothing stopped her. Nothing could stop her.

Her ears pricked up as the sound of raucous laughter drew her attention to the park. There, by the fountain, sat three familiar colts who were the bane of her existence back at Cloudsdale Flight Academy. And sitting in the midst of them was the self-absorbed, stuck-up unicorn that had made Rarity's night at the Homecoming Dance a living Tartarus.

"Haha! Did you see how far Derpaderp flew?! It must be a Ponyville High record!" Dumb-Bell, the brown-coated, silver-maned leader exclaimed, his pals roaring with laughter.

"I know, man! That was awesome!" Laughed Hoops, nudging Score in the side.

"Totally!" Agreed Score. "Bet she crashed into a brick wall!"

"Or a garbage dump!" Dumb-Bell exchanged high hooves with the other Pegasus Jocks, laughing and smirking.

"Hmph. That poor excuse for a pegasus deserved it." Sneered Prince Blueblood, also trading high hooves with the jocks. "The nerve of her to eavesdrop on us like that! It's no wonder she has no friends, outside of nerds and wannabe Princesses."

"You said it, Blueblood!" Score chortled, grinning widely. "When you got a pony lamer than Fluttercry, you know you're pathetic!"

"You said it!" Hoops nodded, sneering. "That's just pathetic and lame on a whole new level! Here I thought Fluttercry was the bottom of the barrel! 'Specially since Rainbow Crash hated her guts!"

"Keyword being hated her guts!" Dumb-Bell smirked, motioning the boys in closer. "You'll never believe what I heard went down between Klutzershy and Rainbow Crash!"

"Ah, yes. The scandal that ensued during Friday afternoon's detention." Blueblood smirked nastily, leaning forward to listen better. "Do tell, DB, I'm all ears..."

"Wait, what? Something happened? How come I'M the last to know?!" Score demanded, making a face.

"Chill out, dude. DB's gonna let us in on it!" Hoops scolded. "Go on, man! Tell 'em what happened!"

"Okay, okay! It went like this! Rainbow Crash got yet another detention, surprise surprise, right?" Dumb-Bell began, snickering. "Well, Klutzershy got detention, too! Apparently she couldn't keep her quiet yap shut with the new nerd, Twiblight Nerdkle!"

"Yes, of course, I remember her well." Blueblood shook his head, chuckling to himself. "A bookworm who'd rather make friends with bound sheets of paper than with her fellow unicorns."

"You knew her?" Score's eyes went wide. "So once a nerd, always a nerd!"

"That's how they all work out, all right." Hoops agreed.

"Indeed, I did." Blueblood nodded. "And she was most certainly a nerd, in every aspect of the term."

"Okay, okay, so!" Dumb-Bell went on. "Klutzershy and Rainbow Crash landed in detention together! Naturally, Rainbow Crash tries to bail early, just like she always did in Cloudsdale, remember boys?"

Hoops and Score leaned in closer, both of them nodding.

"Yeah? What about it?"

"Well, Klutzershy wouldn't let her bail, and pretty soon, they're butting heads like a couple of stags! And then...the next thing you know...they're TOTALLY sucking face!"

"Aw yeah, that was kinda hot!" Hoops grinned. "They may be lame, but it's still two mares makin' out!"

"Whoa! And I missed it?!" Score gaped. "Go on!"

"Oh, that's not even the best part, dude!" Dumb-Bell's smirk widened. "Y'know I said you'd never believe what went down? Rainbow Crash-” He whispered this next part to them. “-on Klutzershy! I'm completely serious!"

Score looked as if he'd seen a ghost at that point. "Holy Hay feathers! She did that?! Whoa! I can't believe it! She really is a fillyfooler!"

"Hmph." Blueblood smirked. "I suppose the rumors have been true, all along. She really is a fillyfooler, isn't she?"

"And for Fluttercry, of all ponies!" Hoops sniggered. "Oh, when this gets around, she is going DOWN!"

"She shall never live this down, shall she?" Blueblood chortled, his eyes glinting maliciously.

"Never in a MILLION years!" Dumb-Bell roared with laughter. "We should call 'em Sluttershy and Rainbow Dyke from now on!"

What happened next was something that nopony could've possibly seen coming, as a cyan hoof collided with Dumb-Bell's snout with a sickening CRACK!

The other two colts jumped back in shock with wide eyes, seeing the surprising sight. Before them stood a very angry Rainbow Dash. She huffed, breathing heavily, her cerise eyes flaring lividly, and stood aggressively. Like an angry guard dog.

"The hay?! Rainbow Crash?! What are you doing?!" Score yelled, taking one step back.

Hoops growled, going over to his fallen friend. "The hay did you do that for?!"

"Say that again, Dumb-Bell!!!" Rainbow Dash snarled, pounding her hooves together, and pressing her snout to the brown colt's in fury. "I DARE you!!!"

"You broge by sdout!!!" Dumb-Bell yelped, pulling back and protecting his profusely-bleeding snout with his forelegs. "I'ww kigg your fwank for dat!!! Ged 'er, boys!!!"

"Allow me." Blueblood lunged for the pegasus, but Rainbow dodged him swiftly, delivering a kick to his croup.

"Forget it, Rainbow Crash! We know what happened! We saw you bury your snout in Fluttercry's cooch!" Hoops snarled, advancing on her. "We know you're a fillyfooler!"

Score rapidly nodded. "And now you're gonna pay for this!"

"Bring it on, losers!!!" Rainbow stood on her hind legs in a ready stance, waving her forehoof as if daring the colts to make a move.

Hoops ran in, growling like a madpony, and delivered a swift punch toward her. "You want some of this?!"

Rainbow easily dodged the punch, catching his foreleg and throwing him over her shoulder with a savage yell. "You forget I'm a blackbelt AND a champion wrestler!!! I can take what you can dish!!!"

"Whooaaa!!" Hoops went sprawling onto the ground.

"Uh... Quick! Blueblood! Use magic! She can't combat against magic!" Score yelled.

"M-magic?! What do I look like, a nerd?!" Blueblood looked panic-stricken, as the raging pegasus turned her sights on him.

"You're a unicorn!! You can use some kind of magic! I don't know! Make her float or something!" Score yelled.

"You want some too, huh?!" Rainbow growled, throwing a lightning-fast punch at the unicorn.

"Oh no you don't!!" Hoops came running, knocking Rainbow on the back. "Now! Use magic like you'd pick something up! Now! It's the only way to stop her!"

"Ooof!!!" Rainbow went down, but was far from out, forcing herself back onto all four legs. "You're gonna regret THAT, pal!!!" She then tackled the colt to the ground, straddling him and pinning his wings.

"I...I don't do confrontations...!!!" Blueblood protested, turning tail to run away...but finding himself snout-to-snout with a furious orange earth mare.

"Well, that's too bad!" Applejack said in a low tone, advancing on him. "Ya were askin' fer it right when ya decided ta pick on mah friends! So Ah don't think yer in any position ta start bein' a coward! Don't start what ya cain't finish!"

"Aaah! S-stay back...!!!" Blueblood backed away as Applejack advanced on him, his ears flattened back and his eyes full of terror. "D-don't make me hurt you...!!!"

"Yeah, right!!!" Rainbow Dash sneered, struggling against Hoops to keep him pinned down. "You couldn't hurt a fly, even IF you wanted to!!!"

Derpy cheered, hovering nearby, but far enough from the fracas to avoid being dragged in, herself. "Yay, Applejack! Yay, Rainbow Dash! You show 'em!!!"

"Ah'm not afraid o' you. Yer nothin' but a dirty, filthy, lyin' chicken. Ah don't care what ya try ta do ta me. But Ah will never let ya get away with you hurtin' mah friends. Face it, Blueblood...ya made all of this personal. And ya got nopony ta blame but yerself. It's about time ya learned tha consequences o' yer selfish actions!" Applejack half-growled, advancing on him further.

"N-no...! No...!!! S-stay away...!" Blueblood cowered as the orange mare backed him against a tree, and continued advancing.

"No. Ah will make ya pay fer what ya did ta Derpy. Fer what ya did ta Rainbow. But most especially...fer what ya did ta Rarity. Ya remember her, right? Or, do Ah need ta remind ya?"

The orange mare turned, raising her flank, ready to strike him with her hind legs.

"Let him have it, AJ!!!" Rainbow sneered towards the pompous Canterlot unicorn, wrestling the orange pegasus colt beneath her into a full-nelson.

"No...! Please, no...! I beg of you...!" Blueblood pleaded, shielding himself as best as he could with his forelegs.

"Then apologize! An' no half-flanked apology, either!" Applejack threatened. "Ah hate usin' violence, but Ah WILL teach ya ta mess with mah friends! Now apologize!"

"F-fine...! Fine, I'll do it...!" Blueblood yelped, cowering in a fetal position.
"Oh no ya don't! Ah know about yer lyin' ways!" Applejack whirled around, standing on her hind legs pinning him to the tree.

"I...I'll get my friends to help...!" Blueblood threatened, though his voice was quivering with fear.

"Good luck with that, Yellow-Blueblood!" Rainbow smirked, pointing with her forehoof. "Your so-called 'friends' high-tailed it outta here...a lot like YOU tried to do!"

"That's right!" Applejack smirked. "Don't think we didn't notice that ya tried ta abandon yer so-called friends, too. Ah gotta say, y'all deserve each other! Y'all are big-talkin', lyin', filthy, rumour-spreadin', pig-lickin' morons!"

"You tell him, Applejack!" Derpy giggled gleefully, still watching the scene unfold from her perch atop the fountain.

"So? Now what are you gonna do, Princey?" Rainbow leered at him, flying over and beating her hooves together again.

"Ah believe ya still have some real apologies ta make! An' don't think ya can just go ahead an' go back ta yer old ways! Ah wonder....do yer parents know about this?" Applejack winked toward Rainbow Dash. "Mah little sister gets bullied at school all tha dang time... by a little filly who's a mighty bit like ya. An' Ah sure want ta know these things. An' if Ah had a daughter er son o' mah own...Ah would never let 'em off easy if they were bullyin' others. So, tell me...do yer parents know?"

"You...you wouldn't...!!!" Blueblood looked horrified, now. "You...you can't tell Aunt Celestia...!!!"

"Ohhhhh, so it's your auntie that raises you, huh?" Rainbow Dash smirked widely. "Well, maybe we should just call up Auntie Celestia to tell her what's been going on with her faaavorite nephew, hmm~?"

"Ah may never have met Princess Celestia fer mahself...but Ah would happen ta know that she's a kind, regal, an' benevolent kinda ruler. Ah think she would have raised ya better than that." Applejack said, looking smug at this point.

"Y-you...you don't even know her...!" Blueblood visibly shuddered, dreading the thought of the Equestrian ruler learning of his misbehavior since transferring into Ponyville High.

"No, but I'm sure our good, 'nerdy' friend Twilight Sparkle does!" Rainbow Dash said with a sneer. "Why don't we just ask her to get in touch with your auntie, shall we?"

Applejack nodded, tightening her hold. "She did go ta Princess Celestia's school, tha same school you went to. Ah'm sure she'd want ta know what her nephew's been up to..."

"No...you wouldn't...!" Blueblood began to struggle to break free, but was no match against the strong earth mare.

"Oh yes, we would..." Rainbow grinned, her eyes glinting in the moonlight.

"We sure would. Ya made it personal with us...now it's our turn. As we say back on tha farm...ya reap what ya sow," said the orange pony, tightening her hold again.
"A-all right...all right...! Y-you win...I'll do anything...anything you want...just please don't tell Aunt Celestia...!"

The cyan pony laughed, shaking her head. "Looks like it's true what they say, AJ...threaten a tough guy with his mommy...or in this case, his auntie...and he cries like a foal!"

"Ah'll say it is! Fine. But we're still reportin' yer messes ta tha Principal, anyway. There is no way we're lettin' ya get away with all o' this again!" Applejack said seriously. "Now apologize!"

"A-all right..." Swallowing, Blueblood directed his gaze to the cross-eyed pegasus. "Miss Derpy...I am terribly and honestly sorry for my behavior towards you...and for the behavior of the Pegasus Jocks...it was cruel of us to do what we did...will you please, please forgive me...?"

Rainbow Dash watched, awaiting Derpy's answer, pounding her hooves together as if to say she'd beat his snout flat if Derpy didn't accept his apology.

"Well..." Derpy thought for a moment. "You're still a meanie mean face...and I don't really like you...but if you're really sorry, then I guess I'll forgive you."

"Awright, good." Applejack released him. "Now, Rarity ain't here fer you ta issue yer apology ta her, but you can bet we'll make an arrangement with tha guidance counselor fer that on Monday."

"Y-yes, Miss Applejack..." Blueblood rubbed gingerly at his neck and breathed a sigh of relief.

"And you owe Fluttershy an apology too, you creep!" Rainbow Dash growled, coming snout-to-snout with the stallion. "If you don't, then you can bet I'll be MORE than glad to show you why they call me Ponyville High's lean, mean submission Queen!"

Applejack pointed a hoof in his face, narrowing her eyes. "Once again, that'll be on Monday. Until then, get yerself home an' don't ya be causin' any more trouble, ya hear?"

"Y-yes, Miss Rainbow Dash...Miss Applejack..." Blueblood's ears lowered back again, and he bit his lip, before turning and galloping away from the park.

"Hmph! What a jerk!" Rainbow Dash scowled, watching him retreat. "I should've pounded his snout flat, anyways! He'd have looked a lot better, don'tcha think, AJ?"

"Hee! Prince Blueblood would look silly with a flat snout, Rainbow Dash!" Giggled Derpy, descending from the fountain to join the two athletic mares.

"Well, Ah cain't argue with that, nor can I deny bein' tempted!" Applejack chuckled a bit. "But Ah'm glad we managed ta work this out. We should get back ta tha party, don't ya think?"

"Yeah! Let's go to the party, Applejack!" Derpy nodded, grinning happily.

"Hay yeah! After delivering that beatdown, I could stand to unwind at a Pinke Pie partay!" Rainbow Dash put out her hoof to the orange mare.

"Ah'll say ya do!" Applejack hoof-bumped her. She then lowered her voice to a whisper. "By tha way... Ah think Fluttershy might be real worried about ya."

Rainbow Dash smirked as she hoof-bumped Applejack. But her expression quickly changed to a frown, as she spoke back in a whisper. "Fluttershy always worries about me when bullies are involved, Applejack. It's nothing new to me. Stems from when we were fillies in Cloudsdale."

"Ah know, that's true. Ah'm jus' sayin' that Derpy an' Ah tried ta be discreet, though Ah did let Rarity know what's goin' on."

"Ah feathers, Rarity knows what I was going to do? Shoot! What about Twilight?"

Applejack shrugged, nodding toward Derpy to follow them as they headed back toward Sugarcube Corner.

"Ah cain't say fer sure. But Ah wouldn't put it past Rarity ta let 'em know what happened if she had ta."

Rainbow Dash snorted a bit, shaking her head. She flew at a steady pace alongside Applejack, rolling her eyes at Derpy flying upside-down behind her, albeit playfully.

"Well, if Rarity knows, then I'm sure the whole gang at Sugarcube Corner's gonna know. C'mon AJ, you know she's Ponyville High's Gossip Goddess."

The orange mare nodded slowly, "That's true, but that doesn't mean she cain't keep secrets. Regardless o' that, ya might be right. If they know what's goin' on, then Ah guess we'll have ta face tha music an' tell tha truth."

The cyan mare nodded, closing her eyes and heaving a sigh. "I'm gonna have to do it sooner or later. Might as well be sooner, right? I mean, our friends deserve to know about me and Shy...right?"

"Ah think so," Applejack said softly, nodding her head. "After all, how long are ya gonna keep up this 'Ah Hate Fluttershy' charade? Considerin' that there hatred these past few months was more forced than actual misunderstandin' hatred?"

Rainbow chuckled, shaking her head. "Guess I can't really keep it up now that I've gone down with her. You still remember what I told you happened while I had that nasty cold a few months back, don't you?"

A small smile overcame Applejack's face. "Course Ah do. Ever since then, Ah've noticed exactly how forced yer hatred was fer each other. 'Specially with you."

Rainbow's ears lowered back a bit. "Well...it wasn't forced all the time...I still had my moments of getting angry with her..."

"Ah know ya did, an' so did she. But what Ah mean is that there seemed ta be less friction, an' more forced avoidance goin' on," Applejack stated, keeping her voice low.

"Ohhh yeah, that...I guess things just got way too awkward between us after Shy took care of me until I got over my cold..." Rainbow murmured, her ears flattening all the way.

"That's what Ah mean..." The orange earth pony murmured, looking up at their awkwardly-flying friend for a moment. "Ya never really did say why that was."

"Well..." The cyan pegasus bit her lip, before deciding to explain to her orange friend. "We cuddled together on my couch...snuggled a bit...it was something we always did as fillies, when one or both of us would be sick..."

Unable to help herself, Applejack giggled. She knew from Rainbow's embarrassed confessions of the past that she was, indeed, a snuggler when it came to Fluttershy. It was completely adorable and seemed so out of character to anypony else, which just made it hilarious. The typical image of a rough-and-tough pony actually being a cuddle bug was a funny ideal.

While she could sense an underlying source for the awkwardness, it did still sound so cute.

"Ah gotta say, that's real sweet," she said.
"It was sweet..." Rainbow smiled a bit at the memory, blushing. "Fluttershy snuggled with me under my blanket...petting my mane...holding tissues to my snout, if I needed them...well, eventually, it got a little...heated, per se."

"D'aww! That sounds like Fluttershy awright!" Laughed Applejack, grinning widely. "So, whaddya mean by 'heated'?"

"Yep, good ol' Fluttershy..." Chuckled Rainbow Dash, grinning. "Well...snuggles turned to nuzzles...nuzzles to nibbles...and nibbles to kisses..."

Oh, this was too precious! Especially by the look no Rainbow's face. The cowpony wanted to laugh some more at the adorable images, but she could now see what she was getting at.

"Oh...so y'all were kissin'?"

The daredevil pony nodded, her cheeks stained red. "Fluttershy insisted it was okay...that my cold wouldn't pass onto her from lip contact...and, well...I guess I just...went with it..."

"Ah was wonderin' 'bout that..." Applejack admitted, pondering it for a moment. "So then what?"

"It lasted for a while..." Rainbow shook her head, giggling. "But we had to break apart when I had to sneeze...needless to say, moment ruined!"

"Ah hear ya, things like that ruin moments, 'specially those!"

"No kidding! Oh well, Fluttershy just brushed it off and wiped my snout for me...I'm still shocked she never caught my cold..."

"Well, boy howdy! Immune system o' steel!" Applejack quipped, snickering.

"You're telling me!" Rainbow Dash smirked, chuckling.

"I don't think Fluttershy ever gets sick!" Derpy piped up then, still flying upside-down beside her friends.

Not even commenting on Derpy overhearing, Applejack shrugged. "Ya can say that!" She said, turning back to Rainbow. "So, then what happened?"

"Well, after that..." Rainbow's eyes shifted a bit. "We kind of agreed...it never happened..."

For a moment, Applejack just wanted to facehoof. Even if she wasn't a romantic expert of any sort, even she had to admit that it was a lazy and time-wasting method. But at the moment, there wasn't much point; it was in the past, and their relationship was now rekindled.

"Much as it doesn't matter... All Ah can say is that was a stupid decision."

"Yeah, I know..." Rainbow muttered. "Mom saw and heard everything...and even she told me I'd regret that decision later..."

"Ah guess Ah don't even need ta say it, do Ah?"

"No. Don't. I've heard it before, more than I cared to."

Of course she expected that kind of response, but it was perfectly understandable.

Applejack smiled, patting her back. "Then Ah won't. It doesn't even matter anymore."

She looked up ahead, seeing that Sugarcube Corner was slowly coming into view. Turning back to her friend and frequent sports partner, her voice lowered to a whisper.

"But don't let her get away, again. Ah'm glad y'all are finally fixin' things, so Ah hope ya keep it up."

Rainbow Dash managed to smile back, nodding. "Thanks, AJ. It's in the past, and that's where I want it to stay." She lowered her voice to a whisper again. "Don't worry...now that I have my Fluttershy back, I'm never letting go of her~"

Giggling a bit at that, Applejack patted her friend's back and let her go. "Well, good. Now, why don't we get on back to that party? Ah'm sure all our friends are mighty worried 'bout us by now!"

Rainbow Dash grinned and nodded. "Yeah, let's get our flanks over there, before Pinks decides to form a search party!" Smirking, she touched down on the ground, her wings folding into her sides. "Race ya!"

"Yer on! Derpy, ya wanna race?" Applejack looked up at their gray friend, grinning.

"Hee! Okay, Applejack!" Derpy landed on the ground, after flipping herself rightside-up, of course, and folded in her wings. "Ready!"

"On three!" Rainbow declared, pawing the ground. "One!"

Applejack pawed at the ground as well, licking her lips. "Two!"

Derpy's tail swished about as she crouched, her crossed golden eyes sparkling with excitement.

"Three!" Rainbow took off like a shot, running as fast as her four legs would carry her.

Taking off as well, Applejack soon caught up to her, laughing most of the way.

"Yer not gonna win this one, RD!"

"Nuh-uh! You won't win, Rainbow Dash!" Derpy giggled, quickly catching up to the two athletes.

"Not a chance, AJ!" Rainbow sped up, pulling ahead of her fellow teammate for numerous sports.

"Well! Then y'all can eat mah dust!" Applejack pulled ahead of them both. "Yeehaw!!"

"Hee! This is fun!" Derpy continued running, not really even caring if she could keep up with the two sports mares. She was enjoying this game!

"We'll see who's eating whose dust!!!" Rainbow challenged, quickly passing the orange mare. "Aw, YEAH!!!"

"Yeah...it is fun!" Applejack agreed, pulling up faster, as well.

"Wheee!!! Fun!!!" Derpy cheered, soon pulling ahead as they neared the bakery.

"Oh yeah! Totally fun!" Rainbow grinned, catching up to Applejack again.

"An' we'll-whoa nelly!" Applejack gaped in surprise, stopping in her tracks as she saw Derpy pull ahead.

Not that she thought Derpy was an incompetent pony in running or sports; it just took her by surprise.

"Whoa!!!" Rainbow skidded to a halt, as well. "AJ...did Derpy just surpass us?!"

"Come on, Applejack! Hurry up, Rainbow Dash!!!" Derpy gleefully called, standing in front of Sugarcube Corner.

Blinking, Applejack and Rainbow Dash exchanged surprised glances. It was too true. Derpy Hooves of all ponies had surpassed not just one of them, but both of them at the same time. Even more so, since they'd just stopped.

It was an astounding moment. Too bad it wasn't caught on film, they thought. Nonetheless, it was quite a shock, yet hilarious.

"Applejack, Rainbow Dash, come on!!!" Derpy called again, flapping her wings and hovering a bit. "I think Pinkie Pie started the party without us!"

"Oh, right!" Applejack said, getting to running again. She didn't go fast this time, but just half-galloping the rest of the way.

"Sorry, Derps!" Rainbow Dash ran after her, though not as speedily as before. Just fast enough to catch up and trot alongside her.

They reached the entrance, throwing it open. Sure enough, the party had indeed started without them, with all their friends having some fun and dancing to the music. But once they walked in, they all pretty much stopped and stared at them, despite that Vinyl Scratch was still playing music.

Twilight, Pinkie, Rarity and Fluttershy all looked the most surprised, but still relieved.

"There you three are!" Rarity exclaimed, cantering over to them. "Well, it seems you don't have any scratches on you, so that's a relief."

"Nope! We're fine!" Derpy declared, grinning.

"Rainbow! Applejack! Derpy!" Fluttershy all but ran over, throwing her forelegs around the cyan pegasus.

"Relax, Shy, I'm okay..." Rainbow brought her forelegs around the creamy yellow pegasus, nuzzling her sweetly.

"D'awww, lookie~" Pinkie Pie gushed happily, observing the pegasi embracing and nuzzling each other.

Twilight followed her gaze, smiling at the adorable sight. Most especially when the two pegasi slipped off to a corner so they could talk in private.

"You're right, Pinkie...they're so cute." Twilight agreed, giggling a bit.

"They're just all kinds of ad'awwwrable!!!" Pinkie giggled, smiling and winking at the two pegasi. "Hee, that's my word for when something is TOO adorable to be just adorable!"

Looking to the quirky earth pony, it was hard for Twilight not to smile at. There was just something so, well, incredibly likable about Pinkie. As much as she could be a little too much at times, especially when she was loud and/or rambling, it somehow worked. She strangely felt, different, but in a good way, around Pinkie. It wasn't often that she met other ponies like her, to be sure.

"I...well, yeah, I guess that kind of makes sense..." Twilight remarked.

"Oh, Twilight! Of course it makes sense, you silly filly!" Pinkie giggled, throwing her foreleg around her shoulders. "Don't think so much on it, okey-dokey lokie?"

Giggling, Twilight shook her head. "Okay, I won't. You're absolutely right."

Smiling, Pinkie gave her a friendly nuzzle. "That's the spirit! Now, then! I wanna hear aaaaalllll about you, Twilight! If you're to be my new bestest friend, then I need to know what makes you tick!"

The nuzzle made Twilight blush a bit, but she managed a nuzzle back. "Um...well...what do you want to know?"

"Everything!" Pinkie beamed, her cerulean eyes meeting Twilight's violet gaze. "Where are you from, what school did you go to, what's your favorite color, your favorite subject, your favorite food..." She went on and on, to the unicorn's utter confusion and mild amusement.

"Er...well..." Twilight sat back at their table, wondering how to answer this. "I-I guess... In order... I'm from Canterlot, that's where I grew up. My old school was the Royal Academy for Gifted Unicorns. My favourite colour? Um...my favourite colour is pink, with purple being a close second. My favourite subject was definitely magic, and also Equestrian History! I loved those classes, even if I did do my best in other classes, giving them my all. Um...my favourite food? ...I don't know... I never really thought about that. I mean, I like a lot of food, but a favourite? I don't know, really."

Pinkie nodded, seeming to take this all in rather quickly. "Oooh, if you loved Equestrian History, then I just know you're gonna looooove taking it at Ponyville High School! Our teacher's sooo strange, but he's sooo funny and cool, too! Just wait till you meet him!!!" Calming down to take a breath, as well as eat a few cupcakes, she continued. "So you grew up in Canterlot? Oooh, what's it like there? Do you know the Princesses? What about your family? Do you have any brothers or sisters?"

"Um...well..." Twilight ate a cupcake to distract herself. She loved the taste, and giggled while eating it. "I...well, I didn't really go out very much, honestly. I know Canterlot is a lot more...er...kind of more upscale and of ponies from high society. Nouveau-riche...which is new money, or old money, especially. But then again, if you got your money without inheriting it...that just gave you an enigma."

"...What?" Pinkie blinked at her cutely, drinking some punch before offering Twilight a cup. "Here, try the punch! It's delicious!"

Twilight took it in her magic, sipping it. "Mmm, yeah! It is good!"
Pinkie downed the rest of her cup, refilling it and drinking some. "What about my other questions? About the Princesses of Equestria, and your family, and do you have brothers or sisters?"

"Um...well, yes, actually..." Twilight looked away shyly. "I did know them. A-A little bit."

"Oooh, oooh, oooh! Are they as nice as I've heard? Do you know them personally?" Pinkie chattered eagerly, eating another cupcake and some cookies.

"Well...yes," Twilight still looked away from her. "I-It's no big deal, I just, had Princess Celestia as my personal tutor for Magical History."

"Really?!" Pinkie gasped, much like she'd done when she first saw Twilight in the school's main hallway. "Oooh, so what was it like?!"

The unicorn gasped, wide-eyed and unsure how to respond. "U-Um...well...I was-that is... It was wonderful, really. I was honoured to have her as my teacher."

The pink earth mare grinned. "That's sososososooooo super cool, Twilight!"

Smiling a bit more, feeling a bit less nervous about revealing her past, Twilight relaxed a bit. "Thank you, it really is. As for your last question, I do have an older brother. His name is Shining Armor, and he's the Captain of the Royal Guard, actually. He's my BBBFF."

Pinkie cocked her head to the side, blinking once. "Your...what-now?"
"...Big Brother Best Friend Forever." Twilight elaborated.

"Ohhhhh!" Pinkie nodded.

"Yeah...well, um, anyway...that's about it..."

The lavender mare twiddled her hooves nervously. What could she say or do next? It was a bit of a tough situation, since she really didn't know what to say or to do. With Rarity and Fluttershy, it was fairly easy to talk to them, just as it was with Applejack and Rainbow Dash.

Pinkie was a whole different story. She wasn't hard to talk to, it was just her reactions and responses that threw her for a few loops.

"Sooo, why'd you come to Ponyville? Canterlot was a nice place to live, wasn't it?" The pink mare's question dragged Twilight from her thoughts and back to reality.

"Well, yes, Canterlot is always nice, and it is my hometown... But my parents wanted to move away from it all, and settle down in a more low-key, laid-back place. So, we moved here to Ponyville."

"Oooh, okay! I'm not originally from Ponyville, either!"

"...You're not?" Twilight regarded her curiously.

"Nopey-dopey-lopey!" Pinkie shook her head, smiling. "I grew up on a rock farm!"

Curious, the unicorn regard her new friend, studying her a moment before elaborating on the question. "A rock farm?"

"Yup! All day, every day, we harvested the rocks from one field to another! It was boooooring!" The earth pony shook her head.

"Wow...that does sound...very grueling."

"It was nooo fun at all!"

"Well, them how did you come here?" Twilight queried.

"Well, living on a rock farm was just waaaaay too boring for me!" Pinkie explained. "So when I told Mama and Papa Pie that I wanted to live somewhere else, they brought me here to Ponyville, and then I met the Cakes!"

"Really? ...So you live here?" Twilight was wide-eyed.

"Uh-huh! Mr. and Mrs. Cake let me live upstairs in exchange for working for them after school and on weekends!" Pinkie nodded, grinning.

"...Wow...that's a very interesting arrangement, and independent!" Said the lavender mare, amazed. "I mean...wow! I'm impressed, Pinkie!"

"Well, since Mama and Papa Pie still have to work the rock farm, I gotta have someplace to live!" Giggled the pink mare, poking the unicorn's snout playfully.

Twilight blinked, staring at her hoof with crossed eyes. "...Right...yeah..."

Pinkie giggled and pulled her hoof back, helping herself to a slice of cake. "Want some? I baked it myself, just for this party!"

Nodding, the lavender unicorn took a slice of cake as well. Upon taking a bite, Twilight chewed thoughtfully, and then beamed!

"Mm! It's delicious!"

Pinkie gasped, and then gave a wide, sparkly-eyed smile.

"Ohhh~ Thank you, Twilight! I really, really worked hard to make it just right! Oh, I'm so glad you love it!"

Smiling in return, the unicorn ate the cupcake until she finished it. Taking a napkin, she wiped her mouth of the excess, then took a drink of milk to wash it down.

"Thanks Pinkie, the cupcake was really good. The craftsmanship you put into it really shows. It was superb!"

Giggling happily, the earth mare hugged her tight. "Ohhh, thank you thank you thank you, Twilight!!! You don't know how happy I am to hear that!!!"

The hug surprised Twilight a bit as her eyes went wide. It felt very expectant of an energetic, silly, quirky and social pony like Pinkie Pie, despite that she had only just met her some time ago. She felt a strange sensation she couldn't place, wondering if it was good or bad. Either way, she smiled slightly, patting the other mare's back a little.

"Oh, uh...you're very welcome, Pinkie."

Pinkie hugged her and nuzzled her for a few moments more, before releasing her. "Sooooo, Twilight! I have one very-super-ultra-extra-important question to ask you, now!"

"Uh...okay, what is it?" Twilight looked at the party pony curiously.
Smiling, Pinkie waved the rest of the girls over. Soon, she, Rarity, Applejack, Fluttershy and Rainbow Dash had all surrounded Twilight, all of them wearing big grins.

"Will you be our PBFF???"

They all waited, anticipating Twilight's answer. Blinking, the surprised unicorn looked from one of her new friends to the other, unsure what to make of this little "officiality".

"Um...say what?"

"Will you be our PBFF?" Pinkie repeated.

"Our Pony Best Friend Ferever, sugarcube." Applejack clarified for her.

"O-Oh! ...Oh..." Twilight blinked, realizing what Pinkie had done.

The more she thought about it, the more the idea just, warmed her heart. Back in Canterlot, she never really had any friends except for her family and for Spike. She had never truly gone out there and made friends, never finding it necessary.

But since her first day of school at Ponyville High School, she was astonished.

Never had she expected to make new friends, especially ones so colourful and interesting as them. Now they were reaching out to her, as well, making her their friend.

With a bright, happy smile, Twilight nodded. "I'd...I'd really like that, girls. You know...I didn't think too much on it, because it felt so...easy. But, now that I do... I think...I think you girls really are my friends, now. I didn't think this would happen...but I'm so glad it did. Yes..I'll be your PBFF."

"YAAAAAAAAAAYYYYYYYYYY!!!!!!!!!! Pinkie gleefully cheered, throwing her forelegs around Twilight. "Group hug~!!!!!!!!!!"

"D'awww, c'mere you!" Applejack grinned and brought her forelegs around the unicorn, as well.

"Welcome to the group, Twilight!" Rainbow Dash also joined in, grinning widely.

"We're quite glad you wish to be our friend, darling!" Rarity joined the hug as well.

"I'm very happy too, Twilight! And if not for you, I don't think we'd all be here right now like we are!" Fluttershy said sweetly, joining in too.

Twilight giggled, blushing immensely. "...Awwww, come on, girls!"

"It's truly true, Twilight!" Pinkie giggled, nuzzling her. "You're the glue that binds us all together now!"

Twilight blushed, shaking her head. "That's silly. You girls did that on your own!"

"Maybe...but...you really helped us here, Twilight," Fluttershy said softly.

"It's true, ya know." Rainbow Dash looked to Fluttershy with a soft smile and a blush. "If not for you, well then, we'd all be doing our separate things right now!"

Fluttershy returned it, blushing immensely. "If you hadn't sat in Math class with me, I would never have gotten detention."

"And if we hadn't met as we did, I don't believe I would have reconnected with Applejack." Rarity admitted. "Though we differ in many ways, I had seemed to forgotten the important thing. That she is indeed a good friend, as are the rest of you!"

"Ditto that!" Rainbow grinned.

"That goes fer me too, y'all!" Applejack smiled.

"And of course it goes triple-quadruple-quintuple for me!" Pinkie chimed in.

This made Twilight blush all the more, looking away bashfully. "Well...I-I'm glad it all worked out, girls... If I hadn't met you all, I wouldn't even be here right now."

"See, Twilight? That's why you're our PBFF now!"

"Uh-huh!"

"Eeeyup!"

"Um..." A voice spoke up near them.

They all turned, coming to see a nervous-looking Derpy, rubing her foreleg anxiously.

Taking a deep breath, the gray pegasus managed to make eye contact with the lavender unicorn. Despite how nervous she looked, there was still a trace of a smile on her lips.

"Twilight Sparkle...I wanted to say that you're my friend, too. You were really nice to me, and you didn't judge me... I appreciate that a lot."

"Awww, Derpy-werpy, do you wanna join in?" Pinkie smiled brightly at the cross-eyed mare, opening a foreleg to bring her into their group hug.

"I think you should!" Twilight agreed. "I like you too, Derpy. and you're also my friend. I think we can all agree to that."

This made the gray pegasus smile brightly. "Really? Wow...gosh, you guys! Thank you!" She joined in the group hug as well.

"Awww, Derpydoo, you know we love you!" Pinkie giggled, hugging her warmly.

"Heh, never a dull moment with Derps around!" Rainbow Dash chuckled, grinning at her pegasus friend.

"You said it, RD!" Applejack hugged Derpy, too. “We definitely love ya, too, Derpy!”

Rarity smiled and hugged her as well. "I certainly cannot agree more, darling!"

"Neither can I," said Fluttershy, joining in. "We're all very lucky to have you as our friend, too."

"Well, isn't that just awesometastic!" An amused voice said from across the room. Vinyl Scratch waved to the group from behind her DJ table. "I think I might just have to play a special track to fit the situation!"

"Oh goodness..." Twilight blushed, realizing they were still at the little party.

But Pinkie seemed unfazed, as she waved back to the DJ unicorn. "You just go right ahead and do that, Scratchie!"

"You got it, Pinks!" Vinyl lifted her shades to wink at the pink mare, before spinning up a record onto the turntable with her magic.

Rarity laughed a bit, before turning to the orange earth pony. "Applejack, dear, I do believe you promised me a cupcake..." She smiled.

Applejack blushed mildly, acknowledging the light-gray unicorn with a smile. "Why yes, Ah believe Ah did there, sugarcube. Lemme jus' go an' get that fer ya." She winked, pulling away from the group hug and trotting off to the refreshments table.

Winking toward Twilight, Rarity turned and then followed after her. This of course made Twilight giggle a bit. It certainly gave the day before a whole new perspective, to say the least.

"Mind if I go get some muffins?" Derpy asked hopefully. "I saw some muffins over there."

"Go right ahead, Derpy-werpy!" Pinkie nodded, releasing her from the hug. "There's a biiig plate of muffins over there with your name on it!"

Derpy grinned widely, "Thank you, Pinkie Pie!" She then scurried off to the said table.

Fluttershy spoke up then, clearing her throat. "Um, Pinkie...could we use your bathroom upstairs?"

"Absotively, posilutely!" Pinkie nodded with a wink.

"Thank you!" Fluttershy said, and then turned to Rainbow Dash. "All right, Rainbow. Come with me."

"Right behind you, 'Shy!" Rainbow Dash grinned, her wings flaring out briefly before receding again. "Thanks, Pinks!"

Pinkie giggled. "Don't mention it, Dashie!"
As the two pegasi walked off to the stairs, Twilight looked after them with amazement. Moments after they were out of earshot, she turned back to the pink earth pony.

"That's it? Rainbow isn't even putting up a fuss?"

"Nopey-dopey-lopey!" Pinkie shook her head. "Why would she, Twilight?"

"Well, obviously Fluttershy is taking her up to help treat her injuries, and Rainbow isn't even complaining."

"Because Dashie knows that Flutters will give her a 'reward' for good behavior, silly!"

This of course further confused Twilight. "...Like a kiss or a hug or something?"

Pinkie giggled and winked discreetly at the confused unicorn. "Something like that~"

For a few moments, Twilight had to ponder hard about what Pinkie could've meant about that. What else could the “reward” have been? A treat? A gift? It was a confusing answer, which she thought hard about.

However, the answer caught on to the lavender mare, as realization struck her.

"And you're letting them?!"

The pink mare giggled and nodded. "Why shouldn't I, Twilight? After all, Flutters and Dashie love each other!"

Twilight just blushed immensely, managing to grab another cupcake so that she could distract herself; trying not to think about just what their two pegasi friends were going to be up to in the bathroom. All while Pinkie just giggled and watched her, eating a cupcake of her own.

“Sweet Celestia...” Twilight murmured, eyes wide.

Up in the bathroom, Fluttershy searched through the medicine cabinet, as well as the cabinet under the sink to search for the items she needed. Eventually, she was equipped with a damp washcloth, a couple of cotton pads, antiseptic spray, and a bottle of ointment.

"All right, Dashie, I'm going to need you to sit still for me. You do seem to have a few cuts, as well as a few bruises...and your wings are a bit of a mess," she said.

"Yeah, yeah. I know the routine by now, 'Shy." Rainbow Dash resisted the urge to roll her eyes, as she sat down near the sink while Fluttershy gathered the necessary supplies.

"Now, does it hurt anywhere else?"
"A bit along the ribs...I did get tackled to the side by Hoops..."

This worried Fluttershy, as she gently placed down the supplies. She then gingerly placed her hoovesd along Rainbow's ribs, applying gentle pressure. "Let me know when it hurts, okay?"

Rainbow winced a bit as Fluttershy pressed along her ribs, but so far said nothing. "I'll let you know..."

"Okay."

Fluttershy ran her hooves along her ribs first on the right side, applying pressure as she went. Getting no reaction, she moved over to the left side.

"Ow! Ow, right there!" Rainbow suddenly cried out, biting her lip against the pain.

Almost immediately, Fluttershy pulled her hooves away, wide-eyed.

"Oh, dear! I'm sorry, Rainbow... Well...there doesn't seem to be anything broken, at least. It may just end up bruising, anyway."

Rainbow winced, folding her wing protectively over her ribs.

"Okay...that's good that nothing's broken...but it stings like a son of a buck. Makes me wonder why Hoops doesn't play hoofball, instead of basketball..."

"I wouldn't give him that idea..." Fluttershy growled in an uncharacteristic manner, though it wasn't directed at her lover.

"Like I would..." Rainbow snorted, rolling her eyes. "Heh...at least I busted Dumb-Bell's snout pretty good! He's gonna be a sight come Monday morning, lemme tell you!"

Despite that she didn't condone violence against anypony, there was still that small part of Fluttershy that felt thrilled.

"What did you do?" She asked, a bit too eagerly.

"I heard that jerk talking with that OTHER jerk, Blueblood, about what went down between us in detention Friday afternoon!" Rainbow's expression darkened for a moment. "And he had the NERVE to call you Sluttershy and me Rainbow Dyke!" Her smirk returned, then, as she puffed out her chest proudly. "So I let him have it! POW!!! Right in the kisser!"

The insults made Fluttershy cringe ever slightly, not to mention the fact that the bullies seemed to know what happened between them. It scared her a little, wondering if it was going to be spread around, now. She felt a tightening in her stomach, her entire body seeming to freeze.

But all too soon, those feelings faded with the rest of Rainbow's story. Fluttershy couldn't help but smile widely, coming closer to her best friend and fillyfriend.

"Oh, Rainbow! Did you really?!"

"You better believe I did, 'Shy! Do you really think I was gonna let those losers get away with calling you such a vile name?!" Rainbow grinned widely at her best friend and fillyfriend, one wing forming a "V-for-Victory" gesture.

As she was applying the necessary remedies all the while, Fluttershy beamed brightly. It took her back, so many years, when Rainbow Dash had first defended her honour. After all this time, having had to face the bullies in a whole new way, she felt at home once more. Knowing that they could overcome their old enemies together. Just as they did before.

The creamy yellow pegasus giggled, gently wiping the cyan mare's face with the washclotch, ridding any blood and dirt patches.

"Normally I wouldn't condone physical violence...but I can't say I disapprove, either! You really stood up against them this time, Rainbow!"

"Hay yeah, I did!" Rainbow Dash grinned, allowing the creamy yellow pegasus to clean and mend the few wounds she'd sustained during the fight. "I'm not about to let those losers talk smack about my girl! I didn't back then, so why should I start now?"

"Oh...that's true... And I certainly wouldn't, either... I would have given them a piece of my mind if I could!!" Fluttershy burst. But then she calmed herself, taking a few breaths. She looked up at her lover with despondency. "But, I'm just glad you're all right, Rainbow. That's...that's what really matters."

"Heh..." Rainbow's smirk softened, and she briefly nuzzled her nose against Fluttershy's. "Of course I'm all right, Shy. You know I used to get into fights with those three clowns all the time, back in Cloudsdale. I can hold my own against 'em just fine."

The timid mare pouted slightly, placing the supplies aside when she was done with treating her injuries.

"I know you can...but I still worry, Dashie."

The daredevil mare smiled gently, touching her face with a forehoof.

"I know you do, Shy. You always have, ever since we were fillies. And...I guess-that's just one more thing I love about you~"
Fluttershy blushed immensely, giggling with glee and nuzzling her cheek against Rainbow's hoof.

"Aww, Rainbow... You're sweet..."

Rainbow chuckled, running her hoof through Fluttershy's soft mane. "No sweeter than you, Shy~"

The creamy yellow pegasus smiled all the more. "Ooh...you know, I not only have a reward for you having behaved...but I have to thank you as well...for what you did for me..." Fluttershy cooed, batting her eyelashes.

"Heh...well, you don't have to thank me~" Rainbow purred, her eyelids lowering to half-mast. "But that's not to say I'd object~"

The tightening in her stomach was less tense, and more of a feeling of pleasure by this point. Fluttershy giggled, coming closer and bringing her forelegs around Rainbow's neck.

"Oh, I'm going to thank you...I'm going to thank you so much..." Fluttershy purred, her own eyes half-mast. She giggled, leaning in close until their lips were barely touching. "My room...or yours?"

"My room~" Rainbow smirked, bringing her forelegs around Fluttershy's neck. "You're spending the night with me, remember~?"

"Now you tell me. Or is it that you're just so awesome, I didn't remember~" Fluttershy giggled, licking her lips.

"Awesome is my middle name, after all~" Rainbow chuckled.

"Ooh, and I thought it was Daring~" Cooed the creamy yellow pegasus.

Rainbow Dash smirked playfully, winking at her."You know you're the only one who knows that~"

"Am I still? Ooh, I'd thought you'd have told somepony else by now, Dashie."

"Only you, Shy. And mom, of course..."
Fluttershy giggled gleefully, nuzzling their noses. "Well, Rainbow Daring Dash...kiss me..."

Rainbow Dash grinned, nuzzling noses with her right back. "Thought you'd never ask~"

With that, the two pegasi locked lips in a tender, but heated kiss, wrapping their forelegs around each other tighter. Despite the pain in Rainbow's ribs, it didn't deter her from embracing Fluttershy in the slightest, despite that she did what she could to mind that area.

Downstairs, the party was still going along. Vinyl was still controlling the turntables, all while Octavia played her cello alongside her, with Lyra playing her lyre. The strangely well-done combination of the music styles worked nicely to create a very unique sound. Even Octavia seemed to be having fun!

Over at one of the tables, Rarity was sitting with Applejack; while the latter of the two explained the events of earlier.

"An' then tha jerkwad said he'd get his 'friends' ta help! Humph! Some friends! Them scaredy-cats ran away with their tails 'tween their legs!"

"You don't say! I can't say it surprises me, bullies of that sort always are the real idiots," Rarity remarked. She took a sip of her drink, looking amazed. "You certainly seemed to have held your own beautifully, Applejack!"

Applejack chuckled, taking a bite of a cupcake. "Heh heh. Y'all say that like yer surprised, Rarity. Ya know darn well Ah can hold mah own against a jerk like that!"

"Oh, of course, darling! It just simply is amazing, all the same~"

"Ah'll tell ya, though! Ah was this dern close ta bustin' his purty-boy snout wide open!" She held her hoof less than an inch from Rarity's snout.

The unicorn flinched ever slightly, but it was more out of reflex than anything. She knew far too well that Applejack would never physically hurt her.

"So it would seem, considering the horrid things he had said! Oh, do tell, what happened next?"

"Well, since Rainbow done chased them bullies off, ol' Purty Boy had him no backup whatsoe'er! So's Ah had him backed in a corner, an' beggin' fer mercy!"

Rarity beamed, clapping her hooves delightedly. "Yes! Oh, the true coward that he is! Excellent!"

Applejack smirked, pausing to take another bite of her cupcake, as well as a sip of punch. "So's then Ah tell tha gutless buffoon, 'Y'all are gonna 'pologize fer doin' wrong ta Derpy an' Rarity! An' if'n ya don't, then Ah'll whip yer flank 'cross Ponyville an' back again!' An' whaddaya bet that yella-bellied jerk starts beggin' Derpy's fergiveness on bended knees!"

"Oh, how marvelous!" Rarity made a dramatic gesture of how great it felt, giggling. "Tell me more!"

"Well, Derpy tells 'im she dun like him, an' who could blame 'er! She also says if he means it, she fergives him! An' then RD an' Ah told 'im he best apologize ta you an' Fluttershy come Monday! So's y'all can feel free ta make 'im grovel an' beg fergiveness ta yer heart's content!"

This made the light gray unicorn squeal with glee. "Wonderful! Oh, you can most definitely be certain I will make sure that he does, darling!"

The orange mare laughed joyfully, slinging a foreleg around the unicorn. "Ah wanna be there ta witness tha whole thang! Maybe Ah'll even get it on camera!"

Rarity nodded, giving her friend a hug. "Most definitely! I would not have it any other way, dear!"

Applejack beamed, returning her friend's hug. "Yee-haw! Princey's gon' be tha laughin' stock o' Ponyville High's senior class by tha time y'all get through with 'im, Ah jus' know it!"

"Oh, believe me, dear...I plan to make it so," Rarity promised, winking at her.

"An' Ah look darn forward to it!" Applejack chuckled, winking back at her.

Rarity giggled, pulling back from her. "As well as that... I must thank you very much for having defended Fluttershy and myself against him... It truly was amazing of you, darling..." A soft blush overcame her cheeks.

Applejack smiled warmly at her, kissing her nose sweetly. "'Ey, Ah weren't 'bout ta let that jerk talk poorly 'bout such a purty mare as yerself, no sir. Y'all deserve better than 'im, Rare. He done ya wrong once, an' Ah ain't gon' let 'im hurt ya no more, y'hear?" A blush dusted her own cheeks, as her apple green eyes met with Rarity's azure gaze.

The sweet gesture made Rarity's eyes go wide before she blushed. It sent tingles through her being, even bringing her heart aflutter. She looked away a little, maintaing her grateful smile.

"Goodness, Applejack...I simply can't thank you enough!"

"D'awww, no need ta thank me, Rarity~" Applejack chuckled softly, nuzzling her cheek. "Ah'm jus' doin' what a honorable mare does fer her best friend~"

"Ooh!" Rarity smiled evermore, delighted. "Why Applejack, I'm thrilled you would consider me a best friend! For I do as well~"

"Really?" Applejack's face lit up. "Y'all don't think Ah'm uncouth an' uncivilized?"

"...I may have been rash in saying such a thing in the past..." Rarity chuckled with embarrassment. "While I may not...particularly agree nor take to your lifestyle-I certainly cannot deny its existence, nor that it works for others, such as yourself. Even if it may not work for me."

"Well, Ah'm mighty glad ta hear y'all say that, Rare~" Applejack chuckled in amusement, nuzzling her cheek again. "An' ya live a fine lifestyle, yerself. But that fancy dressmakin' dream o' yers jus' ain't fer me, sugarcube."

Smiling warmly, the elegant unicorn drew her friend into a sweet hug. "I think that's fair enough, darling."

Smiling, the rowdy earth mare returned the hug. "Then we're settled, right hon?"

"I believe we are, my dear Applejack!"

"An' Ah wouldn't have it any other way, mah sweet Rarity!"

The little name made Rarity blush, to which she giggled at.

"My, you certainly are quite affectionate tonight, Applejack," she said, smiling.

"Only fer you, Rarity. Only fer you~" Applejack said with a wink, tipping her cowpony hat to the young unicorn.

"Mmm....I don't mean to assume, but I can't help but think you're coming on to me~" Rarity said in a jovial, teasing tone, poking her snout.

If only, but at least she could have some fun with her.

"Now, why would ya ever think such a vulgar thought o' me, sugarcube?" Applejack giggled, putting on a fake, hurt tone.

Little did the elegant pony know, that was exactly what she was doing...

"Me? Why, I don't know what you mean! It was you that exuded such things, dear!" Rarity could see she was playing along, and decided to have fun with it.

"What?! What're y'all talkin' bout?! Ah ain't done nothin' of tha sort!" Applejack smirked playfully, sticking out her tongue.

Laughing, the unicorn stuck her tongue out back. Not very ladylike, but she was having too much fun to care. "Oh, really? Well, Applejack, I had never taken you for a liar!"

"Me?! A liar?! Why, Ah never! Where'd ya ever come up with such a wild accusation?!" The earth pony gave her a playful shove, laughing.

"Shoving me, now?! How dare you!" Rarity playfully growled, shoving her back. "Now see here, you ruffian! I shall not take kindly to your lies!"

"Oh yeah?!" Applejack retorted, her eyes narrowed playfully. "Well, how 'bout you, Miss Gen'rous?! Ah don't think it's a very ladylike thang fer y'all ta be shovin' me like ya are!"

"Why, I'm merely defending myself, you little liar!"

"Ah ain't no liar, darn you! Ah'm tha mos' dependable pony in tha whole school! Honest Applejack! An' don't you ferget it, ya greedy jezebel!"

Rarity made a dramatic pose of extreme shock. "Greedy jezebel?! How dare you! I shall have you imprisoned for such dishonesty!"

Applejack laughed, unable to help herself. "Not before'n Ah have y'all thrown in tha dungeon fer those greedy thoughts runnin' rampant through yer mind!"

"Oh... It. Is. ON!" Rarity slapped her hoof against the table, her eyes narrowing playfully. "State your challenge, adversary!"

"Awright! Ah challenge you to a hoof-wrasslin' match!" Applejack slammed her foreleg onto the table, upraised with her hoof bowed in slightly.

She grinned playfully, daring her opponent to accept. Of course, if she wouldn't, she knew Rainbow Dash would, whenever she came back downstairs...

Smirking, Rarity stretched her forelegs, before slapping her own foreleg onto the table. Licking her lips, she bowed her hoof slowly toward Applejack's, ready to wrap around.

"I accept your challenge, my dear!"

Applejack was mildly surprised, but nonetheless, she smirked, never one to back down once she'd issued a challenge.

"Then let tha match begin! Y'all ready?!"

\"I was born ready!"

"On three! One!"

"Two!"

"Three, GO!!!"

Both ponies grabbed each others hooves, attempting to drag them down. Their eyes locked, looking to one another intently. While Applejack was in the lead, Rarity was surprisingly putting up a very good fight!

"Nnngh...! Yer...purty good, Rarity...!" Applejack grunted, having to apply a surprising amount of her strength to keep the unicorn from overpowering her.

"A lady keeps herself in shape!" Rarity managed, trying hard to regain the upper hoof.

"Ya may not be no weightlifter, but yer darn strong!" Applejack complimented, pushing against her hoof with all her might.

Rarity giggled, smiling a bit in a strained manner. "Thank you, darling!"

Applejack chuckled, still struggling against her. "Yer welcome, sugarcube!"

WHAM!

As it turned out, Applejack won in the end. With Rarity having put up a very good challenge, despite being not as strong.

"Ooh, you got me, dear!" Rarity laughed.

"Ah ain't tha hoof-wrasslin' champ of Ponyville High fer nothin'!" Applejack said proudly.

The white-gray unicorn giggled with glee, nodding in agreement. "Yes, I can certainly see that."

"Eeeyup! That's me, awright!" The orange earth mare smiled with pride.

Collecting herself, drinking some juice, Rarity smiled warmly, "Well, my dear... I do believe this is going to be the start of a much more improved friendship!"

Taking a cupcake and a cup of punch, Applejack nodded, chuckling softly. "Y'know sugarcube, Ah think yer right 'bout that! This is tha start of a perfect friendship!"

"Wonderous!" Rarity took a sip of her drink, then glanced at the clock. Her eyes went wide. "Good gracious! They've been up there for fifteen minutes! Couldn't they have waited until later?!"

"Guess not..." Applejack rolled her eyes a bit. "From what Ah understand, Fluttershy always used ta 'reward' Rainbow Dash, if'n she didn't make a fuss while she cleaned up her wounds. Ah think Ah have a purty good idear what that 'reward' consists of..."

"Yes, I remember that..." Rarity blushed a bit at the thought. "Sweet Celestia...." She still smiled, her eyes sparkling. "Well, compared to the last time-I can't say I should complain."

"Ah'm sure they ain't doin' that upstairs, Rarity." Applejack's own cheeks were red at the memory. "They's prob'ly gonna save that fer after tha party."

Rarity nodded, smiling. "Of course, dear. You're right. I had meant, of course, the night of the Homecoming Dance. That I think had been the last time we'd tried to talk to them of this, at least, to our knowledge."

Applejack nodded, her smile a bit forced as she recalled that night. "Ah'm purty sure yer right 'bout that, Rare. What a disaster that turned out ta be...what was s'pposed ta be tha night of our lives was more like the nightmare of our lives..."

"Certainly so!" Rarity leaned over the table, shaking her head. "It was quite dreadful!"

"It was awful all 'round!" Applejack shook her head, her expression darkening. "'Specially cuz y'all got put down by that pompous Prince Blueblood! Ah ain't never gonna fergive that lyin' snake."

"At least you certainly told him! Perhaps I may, should his apology to me be genuine..." The unicorn said thoughtfully, drinking down more juice, and then refilling her cup.

"Well, y'all jus' lemme know how it goes, an' if that pompous jerk don't give you a sincere apology, then Ah'm gonna show 'im personally just how many ways Ah know how ta pin a colt!" The earth mare promised, biting into her cupcake quite ravenously.

Smiling, Rarity reached over to gently rub Applejack's back, calming her down. "I understand, darling. I will."

Applejack sighed as Rarity rubbed her back, calming her temper instantly. "Good. Ah really cain't stand tha thought of y'all bein' hurt again."

"Well...we'll all be hurt during our lifetime, but we can surely overcome those painful times. Especially when we know we're not alone," Rarity smiled, scooting closer and bringing her foreleg around her withers.

Applejack looked at her with a smile, her eyes warm and moist. Without a word, she leaned her head into her neck, nuzzling her sweetly as silent tears began rolling down her cheeks.

Feeling the tears against her coat, Rarity smiled as she embraced Applejack gently. She didn't say a word, but could see that she didn't have to. All that could've been said was all they needed. For now, she was all too fine with being a comfort to her dear friend.

While she desired more, Rarity was perfectly content. At least IN the future, she could possibly move things toward a relationship. For now, things were just perfect.

Author's Note

Sorry this took so long, you guys! But don't you worry, of course we didn't give up on this work! We still have plenty more in story for you! :D

Also, we've made a change. We decided to keep Celestia and Luna as the Princesses. We've given names to the Principal and VP, so it's all good now.

And don't worry, Rainbow and Fluttershy are not about to make sweet love in the bathroom. XD They're just getting all kissy and cuddly. :D They're saving that fun for after the party! ;3

Twilight's First Day

Ponyville High School.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Incomin'!!!" Yelled another voice.

A dodge ball struck Twilight's side.

"Owwww!!"

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

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

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

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

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

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

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

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

"Yer on!"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"You what?" Twilight prompted.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Oh dear..." Fluttershy said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Nope!" Derpy shook her head.

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

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

"Although, you should watch out for-"

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

Said the other one, "Some fresh meat!"

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

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

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

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

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

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

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

"Hahahaha! Baby! She's crying!"

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

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

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

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

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

"Immature, darling." Rarity gently corrected her.

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

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

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

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

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

"Oh noooo! How scary!!"

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

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

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

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

"Well well! It's Rainbow Crash!"

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

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

"Tch, whatever!"

"Let's get outta here."

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

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

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

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

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

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

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

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

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

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

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

Twilight frowned, having noticed how she purposely excluded Fluttershy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Eww..." Twilight threw it away.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"What was obvious?" Fluttershy queried.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Let's go inside," Fluttershy suggested.

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

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

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

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

"And me!" Derpy added with a grin.

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

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

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

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

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

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

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

"Um, hi, Vice-Principal Dignitary?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Sure!"

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

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

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

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

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

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

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

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

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

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

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

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

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

RIIIIINNNGG!!

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

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

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

"Because in about three more seconds, we-"

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

CRASH!!!

"OOF!!!"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

She gulped.

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

"Neeeeerd!!" One classmate said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A few students snickered.

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

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

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

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

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

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

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

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

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

Inside, however, she was quite depressed.

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

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

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

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

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

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

Author's Note

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

Aspects of the Past

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