Fall of The Rising

Central Ponyville.

Two young pegasi stood before the door to Sugarcube Corner. The sweet store looked amazing in the moonlight, surreal almost. They felt slightly apprehensive, after all, who knew what that crazy mare had cooked up for them inside. Fluttershy nuzzled under her strong defender’s wing, quick to relish the sense of security she gathered from the intimate contact.

“Um... Okay. Are you feeling up to this Flutershy?” Dash asked, concerned by how shy her friend was acting.

They weren't even at the party and Fluttershy was relying upon her for strength. This made the bold mare anxious. What if Fluttershy spent her whole time hiding? What if her friend ran away from the party? Not only would that make her look uncool, but it would impact on Fluttershy as well.

Her worries were cut short by the timid pony’s reply. “I-I’m fine Rainbow. They... They'll all be waiting for us. I don’t want to disappoint everypony.”

“Well, all right. As long as you're gonna be okay.”

Fluttershy nuzzled her friend once more. “I’ll be fine as long as I have my guardian with me.”

This made the bold mare grin at her friend. Dash appreciated the sentiment despite how sappy it was. “Okay. Just don’t let anypony else catch you saying that. I don’t want everypony to think that the mighty Rainbow Dash is some kind of softy.”

“I won’t,” Fluttershy replied before she stepped away from her friend, ready.

With that, Dash swung the door open to reveal a packed room. Everypony inside cried out in greeting as the two newcomers entered. Fluttershy stuck to her position by her friend’s side, while Dash boldly stepped forward, her ego boosted by the attention from the small crowd.

“Hello, one and all, Ponyville! I’m Rainbow Dash, your new weather pony!” Rainbow announced, grinning widely. “I’m also the fastest flyer out of Cloudsdale! Maybe...you heard of me?” She winked with the uttermost confidence in herself.

A few greetings came from some of the ponies, some looking on with excitement, others clearly confused, but still welcoming to the two. Especially to the excitable stand-out that was Rainbow Dash.

One pony in particular, a gray pegasus with light blonde hair and bubbles decorating her flank, eagerly darted forward. Her crazy eyes were golden, and strangely, crossed. “Hi, Rainbow Dash! Hi, Fluttershy! I didn’t think I’d see you again! It’s me, Derpy!”

“Ohh....hello, Derpy...” Fluttershy said kindly to the other pegasus. “What a surprise. You live here, too?”

“Uh-huh! I’m a mailmare here in Ponyville!” Derpy nodded, a sloppy grin plastered across her grey muzzle.

“That’s... Great...” Dash did her best to look pleased despite the thought of their mail going missing due to accidents.

Breaking the awkward moment with an explosive blast from her party canon, Pinkie jumped into the air. “PARTY TIME!”

This served to restore the festive mood and several ponies emerged from the crowd to meet and greet the new arrivals. Especially Rainbow Dash, who they thought looked pretty awesome with her rainbow mane. Said mane was definitely unique to Ponyville’s already diverse set of ponies due to showcasing all the colours of the rainbow. Fluttershy more or less remained at her friend’s side, shy as ever and barely speaking to anypony. Then again, not much attention was given toward her. She found this to be a relief as it made the noise of the party bearable.

She was used to standing in the shadow of her friend and felt perfectly fine with it. It didn’t matter that she was always the “shy pony with Rainbow Dash” all her life. As long as she had her friend by her side, that was all she needed.

Rainbow Dash, on the other hoof, loved the attention. Ponyville was, in some ways, smaller than Cloudsdale, yet pretty big in its own way. And in all honesty, she was a bit of a big fish in a small pond, so to speak. She could finally stand out among the other ponies, which was just what she thought would come to be when moving here. It reminded her of the adoring fans she’d had back in Flight School, except a bit different this time from that kind of scenario. That much was certain, and she liked that a bit a better.

But upon noticing how nervous and overwhelmed Fluttershy seemed, her protective instincts kicked in yet again. “Hey, ‘Shy, you want some cupcakes or something? They sure smell good!” Rainbow suggested.

Fluttershy smiled and nodded and gave her a nuzzle, “Sure, Rainbow. I’d love one.”

Despite her embarrassment, Rainbow Dash didn’t force her friend away. She just hoped nopony happened to be watching them at this point in time. Regardless, she smiled at Fluttershy fondly, glad she was at least trying to have a good time.

As if by some unspoken agreement, the pair made their over to one of the refreshment tables. They took in the sight, an assortment of baked goods and other kinds of sweet treats. Cupcakes, muffins, cookies, candied fruit, chocolate, all kinds of sweets that could give an elephant cavities.

Taking one, Rainbow offered it to Fluttershy. With a shy yet delighted giggle, the shy mare smiled brightly and accepted it. Fluttershy leaned on her guardian as they ate, gazing around at the party in progress.

“I think I like our new home. These ponies are awesome!”

“Yes, I’m so glad we found a wonderful place to live.” Fluttershy quietly replied. She found she was beginning to enjoy their quiet moment in the noisy establishment.

Spotting a rather big string of taffy, Dash’s rosy red eyes lit up and a grin invaded her face. “Hey Fluttershy. Wanna try this? It looks awesome.”

Noticing the size of the coils the yellow pegasus tried to shy away, “it... it looks awfully big. I’m not sure I could finish it.”

“No problem. The awesome Rainbow Dash is here to help.” The big smile on the blue face, warmed Fluttershy’s heart.

The bold mare reached for the large bowl and placed it between them. “Ready?”

Fluttershy tentatively nodded back.

“Go!” Rainbow Dash got stuck into the taffy, devouring it as if it were her last meal.

Fluttershy on the other end of the string, chose to take her time and enjoy the treat. Unaware of anything else, Dash continued to munch her way along, thoroughly enjoying herself. Here she was, delighting in a very tasty treat with her best friend. Her sense of the rest of the room begun to disappear and the bold mare closed her eyes for the moment, falling into the wonderful taste. Since it was taffy, and very tricky to chew all the way, it took some time to make their way along the coil, but they continued to endure it nonetheless.

Fluttershy buzzed, the sugary goodness filled her, excited her, as the taste danced through her mouth. She saw the cerise eyes before her close in blissful enjoyment and smiled to herself as she continued to chew along the stringy treat. Two best friends, enjoying their first tastes of what Ponyville’s sweet shop had to offer. It couldn’t get any better than this, right? Everypony seemed to be enjoying themselves, especially Dash. Fluttershy noticed that the taffy was about to run out and slowed down further, happy to savor the taste.

Luminous pink eyes fluttered open as Dash took in the sight of the last coil disappearing. Drawn in by the taste, both ponies inched closer as they worked their way toward each other. Two lips met in the middle as they both moved in for the final bite. Mild surprise filled Dash’s face as Fluttershy fell into the unexpected kiss.

Thankfully, nopony seemed to really notice what was going on. Or if they did see what was happening, nopony spoke about it out loud.

Cheeks on fire, heart alight, and with a mind that felt about ready to explode, Fluttershy stared with wide eyes as their lips met in the middle. She knew somepony had to be seeing this, and that they were in fact sharing a kiss in the middle of a crowded party. Yet, her eyes closed as she gently kissed her companion. She relished the combination of the sweet flavor of the taffy, along with the warm feeling of Rainbow’s lips. The feeling compounded when Rainbow Dash kissed her back and engaged the two in a mutual, brief, but very sweet lip lock.

On any normal day, Fluttershy could do what she had to do in order to suppress her romantic feelings for Rainbow Dash. The longtime crush she'd had on her did surely have moments of taking its toll, but it was usually when they kissed for whatever reason that it would truly arise. She never quite knew why Rainbow was fine with them kissing each other, considering that she had no idea how the cyan mare felt in return. However, the sweet feeling of a genuine effort put into the kiss on Rainbow's part was enough to put her own worries on hiatus for now. At least she liked their kissing.

Rainbow on the other hoof, wondered the same. She had been having strange feelings for her friend for some time now, yet was uncertain over what to do with them. After all, this kind of sappy stuff was not what a mighty, future Wonderbolt was made out of, right? But, no matter what lovey-dovey thoughts she had for her friend, all she could deduce was that because Fluttershy was a very sweet and affectionate pony, even willing to share intimate kisses, it made sense. They were so close, having been best friends for several years, and had gone through a lot together. Perhaps maybe even a few too many intimate moments for two fillies, but Rainbow Dash never found that she minded when it came to Fluttershy. It even made the name calling she used to endure worth it for her best friend’s happiness. Maybe she felt that kissing was a deeper way to express how much she cared? Or Fluttershy just plain enjoyed kissing her, because...it felt nice?

It didn't matter. Neither knew how long it lasted, however brief it was, but they parted all too soon, eyes lost in each other. There may as well have been no ponies around them for they had eyes only for each other.

“Oh my gosh! You two look sooo cute! You know you make such an awesome, cute couple!” Pinkie gushed, effectively throwing cold water on the two mares' close moment.

“What? No!” Dash shot back, defensively as Fluttershy hid behind her own mane in shock and shame.

“I must say, you two dears look absolutely adorable together! How long have you two been dating?” A beautiful pure-white unicorn with deep blue eyes, and a stylish purple coiffure mane approached the flustered two pegasi.

“We aren’t dating!” Rainbow Dash continued to defend her position.

This was made extra difficult by the shy pony who just decided the best solution for her embarrassment was to snuggle her crush for support. Rainbow did the best she could to shrug the odd feelings off. What she needed to do now, was convince two ponies who had invaded their special moment that the kiss was nothing special.

“Well, that kiss certainly looked like something. It’s not every day I get to witness such a genuine show of affection.” The gushing unicorn continued to smile at the pair.

“Party for the new couple!” Cried out the pink party pony as she leapt in the air.

“Um...we...we’re...” Fluttershy spoke up, her voice barely above a whisper.

“Mmm?” The unicorn looked over at the shy pony curiously, “I beg your pardon, dear, whatever did you say? I can’t hear you.”

“I...I said...we...we’re...we’re not...a couple...” Fluttershy squeaked, shrinking back again. “I-I’m sorry...miss...um...”

The unicorn smiled before extending her hoof, “Rarity. And you’re Fluttershy, correct? I overheard you both earlier. It’s a pleasure to make your acquaintance, of course!”

“Yep, She’s Fluttershy. I’m the awesome Rainbow Dash!” Butted in said mare, eager to turn the conversation away from the funny feelings she had inside.

“Of course,” Rarity’s expression faltered slightly, but she turned back to Fluttershy, “Aren’t you just darling! Tell me, who does your mane? It’s absolutely gorgeous! You must tell me your stylist!”

“Um...I...I actually...style it myself... Sometimes Rainbow will do it for me.” Fluttershy admitted as she rubbed her forelegs together nervously.

Rarity’s eyes went wide before she burst into a smile. “Really! That’s astounding! Oh, then you must join me to my next hair appointment, absolutely! Ooh! Have you ever been to a spa before, Fluttershy?”

“Um...no...we never went to a spa before...” Fluttershy shook her head, still highly nervous.

“You seem to be quick to include your companion in your assessment.” Rarity observed thoughtfully, ever the mare for juicy details and fresh gossip.

“Y-yes. We...we do everything together.” The shy yellow pegasus admitted.

“Well then. You and your good friend absolutely must come with me to the spa tomorrow! It will be quite a treat for you, definitely!”

“Sorry, I don’t do that sort of thing.” Dash disdainfully fended off the offer as it were some sort of disease.

A sad look overcame Fluttershy’s face as her ears drooped. While it was far from a big deal, she almost couldn’t help but feel a little saddened by that. After having done everything together pretty much their whole lives since they met, it was almost a bit of a shock to find something new that they wouldn’t try together.

But why did it matter? It was no big deal. Rarity was making a generous offer to try something new, and there was no reason for her not to take it.

“...All right...” Fluttershy said sadly.

“Then it’s settled! Why don’t you come to the Carousel Boutique first thing in the morning!” Rarity beamed, “Do you know where it is?”

“Y-Yes, I think I saw it when we came to town today...” Fluttershy nodded.

“Wonderful! I’ll see you tomorrow at ten! Ta-ta!” Rarity winked at her in a knowing way before she trotted off to speak with a orange earth pony with a well cared for blond mane.

Fluttershy glanced at Dash and her a pleading look.

“Oh all right. But you know I don’t like other ponies touching my mane...or my hooves.” A cyan hoof waved in front of the yellow pony’s face as a rough example.

Fluttershy nuzzled her friend. “But Dashie... You always let me...”

“Yeah, I know. You’re....different...special.” Those words set the shy pegasus’s heart aflutter with joy. Her Rainbow Dash had just called her special! Maybe one day, she might just maybe have a chance. A chance to get with her secret crush.

As a way to fend off the incoming blush, as well as the giddy joy inside, the shy mare instead chose a weak defense mechanism, she knew was due to fail. “I’m just me... just Fluttershy...”

“I know!” Rainbow squeezed her eyes shut, “It’s just...I trust you, okay? I wouldn’t let somepony I didn’t trust touch my hooves or my mane! That’s all.”

Fluttershy gave her friend an affectionate lick on the muzzle. “Thank you.”

“Right. How about we find something to eat. I’m still starving.” Dash huffed, suddenly eager to get away from all the prying eyes that might still happen to be watching. The last thing she needed was the locals seeing her softer, less cool side.

“We just had dinner and a whole coil of taffy, you silly!” Fluttershy giggled with delight.

Rainbow grinned widely. “What can I say? I need a lot of food for this stomach! It takes a lot to keep this future Wonderbolt in the skies.”

Ponyville outskirts, the pegasi’s cottage

An excited Rainbow Dash pulled the covers over herself as she wriggled around in bed, doing her best to get comfortable. Although not as comfy as a cloud, her bed provided an acceptable level of comfort to the athlete. She’d had it ever since they moved into their first apartment, after all. After lying there for a few moments, her mind on fire with all the wonderful events of the day abuzz in her head, she expelled a sigh, trying to go to sleep.

Fluttershy had long since gone to bed, while she herself stayed up to do some night time flying.

A sudden whimper broke the calm of the night. Then another. In alarm, Dash turned toward her friend’s bed. The poor yellow pegasus tossed and turned as if under assault. Suddenly, creamy hooves kicked at the air. Rainbow Dash didn’t want her friend to suffer to whatever nightmare had taken hold of her her, so rushed from her own warm bed over to the other pegasus’ bed.

She squeezed and settled behind Fluttershy, spooning her, as she whispered into her ear in an attempt to relax her.

“Shh, shh...settle down, Fluttershy, it’s all right. You’re just having a really bad dream. But I’m right here to make you have awesome dreams!” Rainbow whispered as she stroked her friend’s side with a hoof to comfort her.

It came to work as Fluttershy gradually stopped whimpering and thrashing in her sleep before she slowly calmed down.

Aquamarine eyes glistened in the night as the recovering pony woke from her sleep. She felt the unexpected warmth and almost jumped out of bed in fright. The only thing preventing her doing so were they cyan hooves wrapped around her, caressing her, trying to calm her beating heart.

“Fluttershy, Fluttershy! Calm down, it’s okay, it’s me!” Rainbow whispered loudly.

Managing to roll over onto her side, Fluttershy was met with the worried cerise eyes of her best friend, her form bathed in moonlight from the nearby window. She breathed heavily, gradually calming herself. She realized she had just woken from a bad dream, and that Rainbow was comforting her. Heat flooded her system. A warm giddy heat that caused her to blush at how close she found herself to the pony of her dreams. She quivered slightly, from both fear of her nightmare and the close physical contact she was locked in.

“I... Oh... Sorry...I...had a bad dream...”

“...Oh...” The cyan speedster nuzzled her friend, “Don’t worry, ‘Shy I’ll protect you, no mater what. Besides, it was just a dream.” Her confident tone helped calm the still shaken pony in her embrace.

Trembling a bit, Fluttershy nodded as she snuggled into Rainbow’s warmth, as she could remember doing many times when they were fillies, and even on occasion in the recent years with them living together in the apartment. It wasn’t the first time they shared a bed together because she was scared or really upset about something. She exhaled, laying her head against Dash’s warm chest, feeling her gentle heartbeat. The strong well measured beats put her system at ease.

“Rainbow.... I’m so glad you’re here with me...” Fluttershy smiled, “I don’t know what I’d do without you...I’m so sorry you have to do this so much... I wish I was brave like you.”

“Nonsense... Nopony else I know could stare down a fully grown bear.” The big cheesy grin banished all remaining fears and caused them both to smile at the memory.

Fluttershy’s cheeks burned softly. “That was different! I couldn't let some mean old bear hurt you!”

Chuckling, Dash stroked her friend’s mane gently, “Yeah, but you still overcame your fears and stood up to it to help me. Isn’t that what they say bravery is? Going for it despite that you’re scared?”

Blinking her eyes, Fluttershy blushed again, “Um...well...yes...”

Dash grinned at her friend as she ruffled her mane affectionately. “Well then, my brave filly. I guess that makes you braver than me. And I’m awesome!”

Dash shifted her attention to Fluttershys belly and begun ticking her friend. The normally quiet pony broke out in a series of adorable giggles under the friendly assault.

“Dash! Stop it!” She cried as she squirmed.

The bold mare grinned at her companion. “Who’s awesome?”

Her friend’s squeals grew louder with each tickle, but she managed to gasp out, “Y-You! You’re...you’re awesome!”

“That’s right! Who’s awesome? Who’s the fastest flyer in Equestria?”

“You are!” Fluttershy continued to wriggle as laughter escaped her.

Laughing herself, Dash stopped the tickles and instead rolled on top of Fluttershy, nuzzling her nose, “You got it, Flutters. Sweet dreams.” The cyan mare made a move, about to leave the bed, only to find a pair of forelegs wrapped around her.

“Please don’t go,” Fluttershy whispered, looking up at her with big pleading eyes.

“Fluttershy, I’ll just be in my bed less than ten feet away from you. Don’t worry,” Dash assured her.

“...Please? I want to sleep with you tonight... It...still is our first night in a new house and I feel...well...kind of nervous...please stay with me?”

“Okay then.” Dash relaxed back down into bed. “I guess you’ve had a just nightmare and need somepony twenty percent cooler for support, right?” She grinned across at her shy friend.

In response, Fluttershy nuzzled her defender. Warm fuzzies exploded in the night as the yellow mare buried herself in her companions warm cyan coat. Dash allowed her companion to get cuddly with her. As long as no pony else saw, she was okay with it despite how odd it felt. They lay there for a moment with only the gentle beating of their hearts in the still of the night. Fluttershy reached up and gave her rainbow maned friend a thank you lick.

“I thought we were supposed to be going to sleep.” Dash coyly asked.

Fltutershy didn’t feel like sleeping anymore. She felt like... felt like...she wasn’t sure, but she wanted to just stay awake, in the company of her dearest friend. Snuggling. Yes, she loved their snuggles. That sounded good to her.

“I don’t want to sleep now,” Fluttershy giggled, nuzzling Dash’s nose, “I want to stay here with you.”

“Is that right?” Smirked the cyan pegasus, towering over her playfully.

Giggling, the shy mare nodded, “Hee...yes...”

“Well I’m sure that can be arranged.” A pile of cyan plush fell upon the yellow pegasus below and giggles exploded from both parties as they rolled around in bed together.

The invigorating laughter removed all fear from Fluttershy’s mind and she began an uncoordinated assault upon the mare she was locked in a bubble of joy with. When they came to a stop, the two young mares found themselves wrapped up in the bed sheets together, coats ruffled, manes a mess and with wild grins plastered across their faces as they stared into each others shining eyes.

A chuckle escaped Rainbow Dash as she lay her forehead against Fluttershy’s, just taking her all in. Her mind then wandered to earlier, during the party, when they’d gotten into the taffy coil...

“Flutters...” She whispered, leaning in slowly.

A tiny gasp escaped Fluttershy, but she leaned up toward her as well, meeting her halfway.

Their lips met, gently engaging in a soft kiss.

The kiss slowly gained passion and Dash ran a hoof experimentally along Flutershy’s back and down her side. The creamy yellow pegasus arched her back in surprise, feeling the tingles rush through her. She traveled her hooves down to Dash’s flank, holding her tighter, before darting back up, as if afraid of touching her there.

It was, however, sending excitable tingles throughout her body, which coiled along within her stomach in an intense pool of heat. Fluttershy elicited a little moan, bringing her forelegs around Dash’s shoulders.

Fluttershy allowed her hooves to travel down her friends back, delicately teasing the powerful pinions, enjoying the feeling of the awaking wings which showcased the cyan mare’s excitement. Fluttershy felt her own wings flutter as the bold pony reciprocated.

After a few more moments, their movements slowed as they then settled against each other, just kissing gently. Their lips met and parted a few times in kiss after kiss, with their hooves since stilling in their ministrations.

For these brief moments, when their lips were interlocked in a warm kiss, could both pegasi have just one moment. Just one moment to pretend, that maybe, they were in love with each other. Even if, upon the parting of their kiss, would reality set in to remind them of what was true. Painful and sad as the results could be, it didn't stop the sweet moments from being enjoyed.

They had no idea what truly drove the other to engage in such passionate kisses. But they did know it was something special that they both shared.

The two ponies broke away, their breathing labored. Fluttershy felt her radiant smile mirrored in the pretty cyan face above her. Rainbow chuckled, stroking the soft pink mane of her companion, earning giggles in response.

For some time, they simply gazed at each other, eyes locked. With the luminous glow of the moonlight streaming in through the window, both ponies lay there, content in it’s soft glow. Giggles came from them both as they nuzzled each other's noses. The warmth of each other's bodies permeated between them and the cooling breeze from the open window added to the moderate temperature.

Peaceful. So peaceful, so comfortable.

Fluttershy felt herself falling in love all over again.

“Rainbow...”

“Yeah?”

The creamy yellow pegasus didn't respond, but she did boldly lean up to touch their lips in another kiss. Happy to oblige, Dash kissed her back and held closer to the mare beneath her. Moans came from Fluttershy's throat, a reaction that caused Rainbow's wings to rise. The idea of her best friend laying beneath her, moaning in pleasure as she...

Trying to fight back dirty thoughts, which was easier said than done at this very moment, the daredevil focused on their kiss. Fluttershy was always so gentle and sweet with her kisses, it was impossible for Rainbow not to melt and feel all tingly from the sweetness of it. A kiss of the perfect reflection of the shy mare. And she loved every second of it. Fluttershy's kisses were, by far, the greatest thing ever to touch her lips.

Parting, the two giggled once more as their glowing smiles grew.

“Wow. You are amazing, Fluttershy.” Dash continued to beam from ear to ear at the pony in her hooves.

Fluttershy unleashed excited giggles as she nuzzled into the messy rainbow mane belonging to her best friend. “You’re amazing too...Dashie...”

“Awwww.” Rainbow chuckled. She kissed the forehead of the sweet pegasus below and then rolled off of her. She came up behind the creamy yellow pegasus, spooning her once more, “Let’s go to sleep. We’ve got a lot of unpacking and things to do tomorrow, anyway.”

“Mmmm...” Fluttershy nodded, her eyelids drooped at the comforting position they shared. “Goodnight, my Rainbow...” With the head of the moment fading, the pretty yellow pegasus felt like she could finally drift off into a good nights sleep.

“Night, Flutters.” Dash allowed the call of sleep to summon her too as she retained her grip on her best friend.

Dash awoke to see nothing but pink. The bedmane from her best friend filled her vision. She blinked herself awake then ran a hoof along her muzzle to clear the intruding wall of colour from her vision. Her hoof grazed the sleeping mare who was cuddled up to her causing the shy pony to mumble in her sleep and nuzzle her, tightening her grip.

“Dashie...” Fluttershy mumbled sleepily, nuzzling her neck.

‘Oh great...’ Dash thought, realizing she was just about stuck. Not only was Fluttershy’s grip on her not allowing her to get up, but, she actually didn’t even want to move. ‘She’s not going to start saying sappy friend stuff in her sleep, is she?’

Sure enough the quiet yellow pegasus whispered, “So cuddly...mmm...so warm and cozy, my dear... my pretty rainbow...”

Fluttershy nuzzled deeper into her friends rainbow mane. With burning cheeks, Dash looked away, wondering what to do. She was used to Fluttershy saying sweet things, but she wondered....nah. Either way, she wanted to get up and fly! But she also couldn’t leave Fluttershy’s comfy bed or her strong embrace.

Much to the horror of the trapped pony, the yellow mare continued her sleep talking. “You amazing pony...”

Unable to take it anymore, Dash licked Fluttershy’s nose causing the sleeping mare to wrinkle up her face. Rainbow repeated her action, hoping to awaken the sleep snuggling pony. Once more, the action caused Fluttershy furrow her brow and stir a little bit, but she didn’t wake up.

“Mmm....Rainbow my dear...c’mere...” Cooed the sleeping pony as she rubbed Dash’s side in a sleepy manner with her hoof.

Where’s this coming from? Dash wondered in shock. She would have fallen out of the bed in shock had it not been for the vice grip she was still trapped in.

“Fluttershy, please wake up.” She nose bumped her friend, giving her an accompanying lick on the muzzle. “Come on.”

“Mmm...” Fluttershy stirred again, sounding a little distraught. She then held Rainbow Dash tighter, even going so far as rolling over and-

“Owwwwww!!!” Came the timid mare’s pained squeal.

Rainbow Dash gazed down at her companion in shock as Fluttershy rudely emerged from her slumber. In a flash, she realized she had her friend pinned and hurriedly released the pony before she settled down a safe distance away.

“Ow...ow...” Whimpered Fluttershy as she rose slowly on her forelegs, she cringed at the pain from the impact as it slowly faded away to a dull thumping. It wasn’t the first time it happened in her life, but it was painful nonetheless. “Oooh...ow....”

She felt like somepony had landed on her too. Said pony reached out a helping hoof to assist her rise and Fluttershy allowed herself to be lifted up onto her hooves. She hung on for a few moments, happy to drift weightless and free.

“Are you going to stand or do I have to hold you all day?” The annoyed voice of Rainbow Dash rang out and snapped the shy mare back to reality.

Immediately, Fluttershy darted away in shame, her ears drooped and gaze downcast. How could she be so selfish and inconvenience her friend like that? She felt stung, but tried to calm herself. Right now she had to wonder why in the world she fell out of bed, and what had just happened. Something wasn’t right, but she just couldn’t place her hoof on it.

“...Sorry....” She uttered shamefully.

“Hey...” The soft voice of her best friend broke the shameful silence.

A cyan hoof lifted the ashamed pony’s chin up. Fluttershy’s wings flew up in surprise as her friend planted a kiss right on her cheek. Her cheeks burned, her eyes drifting away in shyness. Just like in her...dream?

“Don’t worry about it, Flutters,” Rainbow chuckled. The bold pegasus grinned as she gently released her, “Sorry you had to fall like that! You just kinda grabbed me in your sleep and-”

“G-G-Grabbed you?” Fluttershy cut her off, her eyes wide, “But...why would I grab you? How did I grab you?”

Brow furrowing slightly, Dash stared at her, “Um...duh, in your sleep, like I just said.”

“Yes, but...how?”

“Fluttershy, hello? Last night? You had a bad dream and I got into bed with you, since you didn’t want me to leave. Remember?”

“....I...you....” Fluttershy’s cheeks burned bright red. ‘Last night wasn’t a dream!?!?!?’

Rainbow Dash chuckled at her friend's bright complexion.

“Yep. You seemed to be enjoying yourself quite a lot too. It reminded me how nice you are to sleep with.”

“O-Oh....” Fluttershy blushed heavily, looking down shyly.

With further laughter, the cyan pegasus lifted her friend’s chin to gaze into her eyes. “You have beautiful eyes...”

A look of mild panic crossed Fluttershy’s face.

“What? You do.” The bold mare leaned in and gently licked her friend’s muzzle.

Rainbow pulled away, feeling as hot as Fluttershy’s blush looked, and with a grin like a crazy filly.

“Umm....!!!” Fluttershy looked at the time, she gasped in mild horror. It was nine thirty. “Oh no! We’re going to be late! We have to go!”

She hurried out of the room to get to the bathroom.

With a receding grin, Dash sighed. Her ears and wings drooped a bit sadly. That was a little disheartening, not to mention disappointing. Did Fluttershy really feel that nervous and panicked? What had happened to last night? It wasn’t so much the kissing itself, though their kisses were awesome, but the entire principle of the situation. She couldn’t help but feel a little down about it.

With the soft clop-clop of hoofsteps, Fluttershy re-entered the room, kissed Rainbow on the cheek before she trotted back out again, mumbling an apology as she did so.

Cyan wings shot up and Dash’s grin returned in an instant. Her confident feeling returned once more and the rainbow-maned mare strutted out after companion, eager to face the day.

Ponyville, just outside Carousel Boutique.

“Here it is... this must be the Carousel Boutique...” Fluttershy announced as she admired the highly fancy architecture. “It’s beautiful!”

“Yea...” The rainbow maned daredevil felt bored already as she stood next to her excited friend.

The two mares entered the store, where they saw Rarity applying a dark blue fanciful dress encrusted with gems all over the neck and waistline onto a mannequin. A little bell rang, above the door as it opened, catching the unicorn’s attention.

“Ah, Fluttershy, darling! Rainbow Dash! How wonderful to see you two again!” Rarity greeted cheerfully, going over to them. “Shall we get going, then?”

“Oh, yes!” Fluttershy nodded, beaming, “I can’t wait to try out going to a spa! I’d always wanted to, but...we could never afford it...”

“Awww...” Rarity said sadly with sympathy, “I know exactly how you feel, darling. Back when I first moved out of my parents’ home, I too had very little money to work with! I could not afford such wondrous things as I can now! But as I worked hard on my designs and my second job, I managed to come up with enough to not only buy and remodel this shop, but to prosper as well!”

“Wow...” Fluttershy smiled, nodding, “That’s quite a story, Rarity...”

Rainbow Dash simply rolled her eyes. Suddenly an amusing idea popped into her head and she slinked up to her fellow pegasus and draped a wing over her. Sure enough, Fluttershy blushed and let out a little squeak.

“Isn’t it, though?” The unicorn giggled, “Oh, but listen to me! Here we are standing around like fools! Come come, you two! We must depart!”

The three of them exited the store, with Rarity locking up behind them, before they set off into town.

Much to the embarrassment of Fluttershy, Dash kept her strong protective wing about her best friend. Fluttershy did love the contact, to be sure, but she didn’t need protection right now. Nopony was bothering them, she wasn’t scared, and Rarity was a very nice, kind, sociable and interesting pony, she was a friend. What was the problem? What could her bold friend be playing at?

“Rainbow! What are you doing?” She furiously whispered to her overprotective friend.

The cyan mare grinned back, fake sincerity written all over her muzzle. “Nothing...”

“...All right, then,” Fluttershy sighed and turned back to Rarity.

“Tell me dear, how did you two end up here in Ponyville?” Rarity queried.

“Oh! Well, we’re from Cloudsdale,” Fluttershy explained, smiling, “and we were living in an apartment there. Before we moved, I had finished school, Rainbow had a new job lined up here as a weather pony, and I had applied to be a vet assistant at the clinic here in Ponyville. It was because...not only did the rent in our apartment building...well, inflate... but the owner of the apartment we rented was being sold, so we had to move to a cheaper place.”

“Ah! How interesting,” the unicorn giggled, “and wherever did you choose to live now?”

“Well, we found a-” Fluttershy was cut off when she felt a cheeky nuzzle from her friend, “Rainbow!!”

The prankster giggled to herself, pleased at the change of attention. “Yes?”

Fluttershy gave her a look of annoyance, turning back to her newest friend. “We-we moved into the cottage by the Everfree Forest.”

A look of surprise crossed the alabaster mares face. “Well I never would have imagined a mare like you choosing to live near that ghastly place!”

“W-well... its not so bad...”

“Yeah! Fluttershy once stared down an angry bear! Spooky woods are nothing.” Dash’s boasting added a fresh blush to her shy friend’s light cheeks.

“Stared down a bear?!” Rarity exclaimed, wide-eyed. “My goodness! How brave of you, Fluttershy!”

Looking away, Fluttershy mumbled sheepishly, “W-Well...I...um...well I...”

“She’s almost as awesome as me.” The daredevil couldn’t help but add as she swept a hoof over her flushed companions shoulders.

“A barbaric ruffian for a pegasus?” Rarity stated dryly, then turned back to Fluttershy, “Well my dear, I must say that it must have taken you a great deal of courage to have accomplished such a thing!”

“It was...nothing really...” Fluttershy admitted softly, her cheeks still heated.

“Oh, now don’t be modest, darling!” Laughed the fashionista unicorn, “I for one must say that while it may indeed be... foolish to try to stand up to something much bigger and more dangerous than yourself, it is indeed admirable that you can overcome your fears!”

“I... I was only doing it... t-to save my Dash.”

Rarity raised an eyebrow, quiet for a moment, eyeing the protective cyan wing, then smiled, “I see.”

Despite being mentioned, Dash realized that she was, yet again, out of the loop. Fluttershy was getting along with this snooty, nose-high unicorn? How? It didn’t make sense! And for that matter, she never got annoyed at her attempts for attention, which admittedly, deterred her a little. Why was that? Why was Fluttershy so willing to hang out with a posh pony like Rarity?

Rainbow Dash pulled her wing back in temporary defeat. The cheeky prankster glanced around to check for anypony who might happen to be watching. Happy that no pony would notice her perhaps ‘uncool’ antics, a grin appeared on her muzzle. She allowed the pair to continue their unimportant banter as she sidled up alongside Fluttershy, getting right into position to-

“Rainbow!” Fluttershy giggled as the bold pegasus delicately nibbled her ear.

“Now, really! Rainbow Dash, do you mind?!” Rarity scolded. “Can’t you keep such gestures to a more private time?!” Despite her tone, there was a spark of interest in her eyes.

“Why? What are you going to do about it?” Rainbow Dash shot back with a smirk upon her face that told the fashion artist who was boss.

“Hmpf. Ruffian ponies... all the same...” Rarity stopped. “Anyway... here we are.”

Excitement filled Fluttershy’s eyes while Dash’s filled with an equal amount of boredom in preparation for what was about to come.

With the use of her magic, Rarity held the door open for the two pegasi who entered, side by side. Fluttershy took in the entrance lobby with interest, feeling very relaxed and comfortable already, while Rainbow took everything in with great disdain.

“Wow! This is lovely!” Fluttershy beamed.

“Indeed it is!” Rarity giggled, and looked over to Aloe, “Hello, Aloe! The usual, please! And be sure to throw it in for my two new friends, as well! ...Especially her...she could use some special spa treatment,” she added, gesturing to Dash.

“Hey!” The cyan pegasus protested.

Before anypony could blink, the two spa ponies, by the names of Aloe and Lotus, whisked the trio away for pampering. It all happened so fast, because the next thing they knew, they were in robes, towels on their heads wrapping their manes up, and in bathrobes, no less. They were placed into a sauna, with Lotus pouring steaming water over some hot rocks with a soup ladle.

Due to not being used to the intense heat, it took some time for Rainbow to get her breathing under control. It felt as if she were dehydrating, and fast.

Deciding to make the best of a bad situation, Rainbow Dash wrapped a foreleg grumpily up against Fluttershy, slowly circling her back. She knew that such actions would be the easiest way to get some kind of response out of either of her two companions without annoying Fluttershy.

With a shy smile, the yellow mare snuggled right back. It was clear that her companion really didn’t want to be here at all, and could only find solace in her. The fact she was actually trying meant the world to her. She felt there was no reason to ignore her... affectionate gestures.

“What do you think so far?” Rarity queried.

“It’s amazing! I’ve never been in a sauna like this before!” Fluttershy beamed from within the firm grasp of her best friend.

“I’ve seen better.” Rainbow Dash continued to devote all her attention toward the yellow pony beside her.

“That’s wonderful to hear, darling.” Rarity replied to the yellow pegasus, ignoring her insolent companion.

“D-do you come here often?” Fluttershy quietly queried.

Delighted to be on a good topic Rarity became rather animated. “Well... I like to come here at least once a week. If you like, we could do this every week together! Wouldn’t that be marvelous, Fluttershy?”

The mare in question nodded, abuzz with both the joy of getting on well with her new interesting friend as well as the close attention from her longtime companion. This entire little spa trip was turning out to be a lot better than she expected. “That would be great, Rarity! I'd love it!”

“Count me out,” Dash muttered, breaking the moment.

“But...” Fluttershy protested, her smile fading. She had wanted so much to share this with both of them. But, then again, she couldn’t exactly force her crush to do something she clearly didn’t desire to do at all. Sighing, the creamy yellow pegasus nodded, “Um... All right, Rainbow. I understand. If this really isn’t something you want to do with us, then that’s okay. You don’t have to do something you don’t want to for my sake.”

“You really know how to twist my wing, don’t you, ‘Shy.” The affectionate yet annoyed gaze from Dash met her friends aquamarine eyes. “I’ll try. As long as no pony tries to mess with my mane.”

“But...! Rainbow no, I wasn’t trying to...” Fluttershy squeaked, looking unsure, “Oh...it’s sweet of you to offer, it is...but you don’t have to if you don’t want to...”

In response, Rainbow Dash ran a comforting hoof down her friends back, cutting Fluttershy off.

“We’ll see, okay? If this time goes badly... I’m not coming back to this... place.”

Fluttershy nodded meekly. She turned back to Rarity, who was observing them with curious and keen eyes, smiled, “Well, Rarity, it sounds good.”

“Wonderful! Now then, what was I to say? Ah yes, well, as I mentioned earlier, I am indeed a designer! You saw that dress when you came in, did you not?”

“Oh, we did. It was beautiful! You made it yourself?”

“Indeed I did, darling! I make all of my dresses and I run quite modestly successful fashion lines! Why, I will even take commissions! If you ever are in need of a dress, do let me know!”

“Really? Well, gosh, Rarity! That’s wonderful! I... well, I am adept with sewing, but designing isn’t much of my forte. Well... Um... if you wouldn’t mind... I’ll... take you up on that once I have some extra money...”

Rarity waved her hoof dismissively. “Don’t you mind that. I think I can feel an idea coming for the most wonderful dress for you. I could make you one too if you like Rainbow Dash?”

“Nah. Dresses aren't really my thing. They get in the way while I’m trying to pull off cool tricks.” Replied the mare in question as she waved Rarity off with a cyan hoof.

Fluttershy on the other hoof stared at the queen of fashion. “Y-you’re offering to make me... a dress? For free?”

“Of course, darling. Why, I just love a good challenge when it comes to clothing!”

“But... but... I can’t accept that!”

“Nonsense, dear! I insist. It would be my pleasure to make a lovely dress for you!” Rarity waved it off, beaming.

“But-” Once more the quiet pony tried to protest.

“No buts!” Rarity cut her off. “I have made up my mind, darling!”

Giving up, Fluttershy mumbled a soft “okay” before she settled back along the bench.

“Now then,” Rarity said, changing the topic, “Why don’t we move on to the next bit of our treatment? We shall get facials and a hooficure!”

“Oooooohhh!” Fluttershy smiled, feeling better from before. “I’ve never had a hooficure or a facial before! I’ve always wanted to try them!”

“You mean we get to splatter our face with green mud? Neat!” Dash grinned. She wasn’t too keen on the hooficure idea, though.

“Well I guess that's one way you could put it.” Rarity muttered as she made her way out.

The three mares were taken to another room, where they were placed upon flat chairs and cushions. Aloe and Lotus then applied the facial mask to their faces, along with cucumber slices over their eyes.

“Wow! Mud in our faces and food, too? This is pretty cool!” Rainbow grinned, eating one of the slices.

“Rainbow Dash! They’re not for eating!” Rarity scolded, “The cucumbers go over your eyes in order to prevent puffiness!”

“Oh...don’t mind it, Rarity...” Fluttershy said softly.

Rarity huffed, turning back to Fluttershy, despite being unable to see her, “Regardless, dear, she needs to mind her manners.”

“Hey! I’m right here!” Rainbow Dash grumbled.

Aloe and Lotus returned with a little trolley. It bore small basins, a horn file, and three hoof files along with various little jars of lotions and cream. Rarity looked pleased, Fluttershy excited and curious, however Rainbow Dash looked as if she were about to come under attack. She suddenly realized what this would mean.

Lotus took the horn file, proceeding to work on carefully filing Rarity’s horn. Fluttershy placed her hooves into the basin of the warm, tingling liquid solution. She pulled them out a few moments later, holding them out, before Aloe went to work on giving her a hooficure.

When Lotus approached Dash with the file in her mouth, the cyan pegasus gulped. She didn’t like anypony touching her hooves. But for Fluttershy, she decided to try it. Nervously, she held one hoof out, while the tip of the file grazed it slightly.

“YAGH! No no no! Don’t touch my hooves! That’s it! I’m outta here!” Dash leapt up, and darted out the open window faster than anypony could blink.

“Rainbow-!” Fluttershy cried out to the slowly fading spectrum her friend had left behind. She reached out toward the window in vain. Her eyes watered, a tear escaped along her facial-covered face and her lips quivered.

“There there, dear.” Rarity did her best to offer a comforting hoof as the yellow pony continued to stare out the window after her friend.

“Sh-she never abandons me...” The distressed animal caretaker complained, her gaze still on the empty sky.

“I take it she’s very loyal to you, isn’t she?” Rarity said gently, rubbing Fluttershy’s back.

With small slow nods, Fluttershy glanced at the unicorn tearfully, “Yes... She’s my best friend...and she’s always been a very loyal pony. I just...well I...I knew she didn’t want to be here...I just...didn’t think this would happen... I mean, I know she doesn’t like anypony touching her hooves...but I...well I should have seen this coming, shouldn't I?”

Thinking for a moment, the fashionista sighed and shrugged her shoulders. “I can’t tell you that for sure, you know her better than I do. I have to say it was incredibly rude of her to just leave like that, especially with how it makes you feel. Pig headed pegasus... Well, I suppose I can’t blame her entirely. I would feel this way if my dear friend from Sweet Apple Acres had dragged me to do farm work! Regardless, dear, you shall have to go and talk to her after this is over.”

“....Okay.” Fluttershy shrank away, it was clear she didn’t want to do any such thing.

“I’m serious, darling. What she did was rude and it upset you. You must tell her that, otherwise, she will never learn.” Insisted Rarity.

Sniffling, the tearful pegasus nodded, “Okay, Rarity...thank you.”

“You’re welcome, dear,” Rarity smiled, using her magic to levitate a handkerchief to wipe Fluttershy’s eyes, “I must say...she is rather possessive of you.”

“...Possessive? No she isn’t, that’s silly.”

“I’m serious, darling, I could tell with the way she looks at you, and especially earlier on our way here. Now, I take it you two spend a lot of time together?”

Fluttershy nodded, her cheeks going pink, “Yes. We’re very, very close. Fillyhood friends. ...Back in Cloudsdale...when we went to Flight School...we were social outcasts. I was always very shy and such a weak flyer. Rainbow Dash was...well, a bit of a prankster, and always had a reputation for being too fast, not following the rules and taking naps in class. Everypony made fun of us, for different reasons, and called us names. We stuck together and were...each other’s only friends...”

“I see,” Rarity nodded, looking thoughtful. “I can see why she may be protective or possessive of you, dear. And why losing out on sharing something with her would sadden you.”

“As I said, we did everything together... even... snuggling...” Fluttershy smiled a slightly sad, nostalgic smile. “And she means so much to me. We have had our tough moments and she can be brash and aggressive, even with me... but... it’s okay. I can handle it. I can handle her.”

“You surely put up with a lot, Fluttershy!”

“I guess I do... but it’s rewarding, because she really is a great pony. A very loyal friend, and she can be very sweet. Sometimes when I’m sad, she gives me a little treat I like just to cheer me up. She always remembers my birthday and makes it special with surprising me, she’s there when I need somepony to talk to, she lets me cry and would also tell me when I’m crying over something stupid, and... well, there’s so much.” They shy pegasus’s muzzle was becoming rather red once again as thoughts of just how nice her best friend was continued to flood her mind.

Rarity smiled, she let go of the timid mare and returned to her spot. “That’s lovely, dear. I suppose I truly did misjudge her a lot. But the affection I had seen between you two last night even today was just adorable. You must be very comfortable with that to be able to exude that kind of sweetness with one another!”

“N-Not so much... it’s kind of embarrassing... doing that in public... and yet... sometimes I just don’t mind...” Fluttershy giggled to hide the embarrassment she felt here with her new friend.

“And despite all that she is not your special somepony?” The alabaster mare leaned closer, eager for answers.

“Oh no!” The pegasus’s yellow cheeks darkened further and she began to feel nervous.

“Well. What would you do if she asked you to be her special somepony?”

Fluttershy’s eyes went as wide as dinner plates and a tiny squeak escaped her. She blushed, heavily, and looked around the room in uncertainty, biting her lip. Yet, after a few moments, she softly managed a reply, “...I’d say... yes.”

Rarity’s brow rose as she smiled a little more. It was all that was needed to be said about how the shy pony was feeling. “Is that right, dear?”

A very bashful nod was the forthcoming reply.

“Well, Fluttershy, then why don’t you ask her?”

“What? No! I could never do that...”

“Why not?” The designer unicorn queried, tilting her head, “You both seem to be open to the idea, so why not ask her?”

“Because....well...um....there’s something about that...” Fluttershy murmured, her ears drooping. “During Flight School, and even after we moved in together... Rainbow...always...was...um...subject to.....being called derogatory terms for a female who likes mares.”

“So...” Rarity went on, turning serious for a moment, “Part of why you’re afraid of such a thing is because you feel that she will be saddened or angered about you assuming she likes mares because of the abuse she has faced of that in the past?”

Hidden behind her wall of shy, Fluttershy nodded.

Noticing the deteriorating state of the timid mare, Rarity softened, reaching over and giving her a calming rub on her back. “It’s okay Fluttershy. How about we try again one day when you are more comfortable with this?”

The mare in hiding’s face slowly lit up. “Okay.”

“Just remember dear, don’t wait too long or somepony else might get in first.”

Fluttershy’s joy was replace by alarm. Her friend would never do that would she? But then again, it wasn’t as if she would have the right to be upset or jealous. Rainbow Dash was allowed to live her own life and make her own decisions. If she ever wanted to get together with somepony, mare or stallion, Fluttershy would feel terrible about holding her back from her happiness just because she was jealous and wanted her friend to herself. But she couldn’t have her cake and eat it too. Not unless she...

No. She couldn’t do that to her. Not like this. Yet still, the thought of it plagued her mind and ate at her gut painfully. She just hoped, maybe, she could get some closure about this issue before it was too late.

But for now, she was determined to do her best to enjoy what was left of the spa date with Rarity. Even if the disappointment of her best friend’s departure still remained. Fluttershy decided she had to put Rainbow Dash out of her mind if she were to truly enjoy herself here with her new friend.