Another peaceful autumn afternoon gently faded toward dusk as Fluttershy tended to her duties.  Angel Bunny sleept soundly in his bed, with his belly swollen from his recent gorging on fresh carrots.  Fluttershy delicately hovered about her home, dusting off the tops of her various furnishings and happily humming her favorite tune.  Fluttershy's feather duster sat clamped in her teeth, letting her brush off the insignificantly small layers of dust and animal hair any place she could find it.  Lately Fluttershy had been having a bit too much down-time, as if her compulsive urge to clean hadn't made that abundantly clear.  All of the animals had long since finished building up their nests and eating to their hearts' content for the winter, so they'd gradually left the yellow pegasus behind in search of a place to sleep.  

As Fluttershy finished her self-given chores for the day she dropped off her cleaning supplies and lethargically plodded to her small sofa, curling up and glancing around her quaint little home.  Boredom overtook her; Fluttershy got up and searched for a book, any book, and ended up with the same novel she'd read just last week.  After only a few pages, Fluttershy clapped the book shut and set it down on her end table and attempted to take a long afternoon nap.  With her mind abuzz with mental activity, sleep never quite found her.  Things that she needed to do to prepare for the winter raced through her mind, though redundantly due to the fact that she'd attended to every single one, many of them twice.  Her own food supply was nearly overflowing, and that of her animals even more so.  Firewood and kindling hadn't ever really been a problem for Fluttershy with her close proximity to the woods, but even so she gathered a very large quantity in her back yard.  Fluttershy simply dropped her hooves at her sides and gently pounded the cushions of her couch in frustration.

"I'm bored..."  She complained aloud, though it was still barely above a whisper.  She glances around her living room one more time for something to do, but she finds only the same repetitive things time and time again.  "Angel, are you still hungry?"  She asked the unconscious bunny rabbit.  The small white critter came to at the mention of his name, simply looking Fluttershy in the face with an annoyed quizzical look.  He responded by pointing his paw at the pile of carrot greens nearly as big as he was.  "Right... sorry..."

Finding little of interest in her minimalist living room she simply starts to take in her surroundings.  Noticing that the only furniture she has are either for herself or her animal friends.  Even her sofa is really only comfortable for a single pony; It hadn't  ever crossed her mind to have many house guests, and even less so to pursue a relationship.  Just the very thought made her blush dark red through her yellow coat.  A few stallions had shown interest in her back up in flight school, but she never really was fond of the competitive types of guys that always seemed to chase her around.  She was far more content sitting around with a sick bunny rabbit and nursing it back to health, or taking a troublesome pet off of her friends' hooves.  Fluttershy flaps her wings a few times, unable to quell some of the pent up energy that she still has, finding a slight entertainment in watching the leaves on her various potted plants quiver from the breeze.  

"Alright, well, I suppose I could go try to find a new book to read... Maybe Twilight would loan me one... what do you think, Angel?"  She asks as she stands up and trots toward her door.  The bunny simply stands up and walks inside of his small shack set up in Fluttershy's living area, slamming the door and getting back to sleep.  "... I'll take that as a yes then..."

After tossing a scarf and saddlebag around herself and making doubly sure to blow out any candles she had left lit, Fluttershy takes to the brisk autumn air and flies toward Twilight's library.  Fluttershy always loved flying, but not quite for the same reason as other pegasi.  She loved to feel a gentile breeze between her feathers, to smell all of the wonderful scents of the forest during a low-fly, and to see all of the colors just beneath her.  She never flew faster than a small bird, enjoying everything she could and trying her best not to strain herself; but of course Rainbow Dash had other intentions.  The daydreaming yellow pony is brought immediately out of her trance by a rainbow streak right across her nose, sending her spiraling mid-air and completely messing up her bearings.  The pegasus snaps her wings open and tries to stabilize herself, succeeding literally seconds before she would have hit the ground, glancing up in the direction of the rainbow trail left by her friend.  

"Woops! Sorry about that Fluttershy.  I was trying out a new succession of barrel rolls to see if I could get some clouds to corkscrew behind me and I guess I didn't see you there... y'alright?"  The blue pony calls out as Fluttershy lands, readjusting her scarf.

"Oh, uhm, it's alright Rainbow Dash... I guess I blend into the leaves this time of year sometimes..." She replies modestly, trying to avoid making Rainbow feel bad, always one to think of others' feelings.

"Yeah you do, well take care Fluttershy, I gotta go try this again... I'm losing daylight!"  She replies, pointing one of her hooves out toward the setting sun.  Fluttershy had been so lost in her daydreaming that she didn't even notice how dark it was getting.  She decides that it would be best to get this book and get home quickly before it gets too cold.  She's about to tell Rainbow Dash to have a nice evening, but she was already long gone.  

Fluttershy continues to fly toward Twilight's library, thinking intently about just what kind of book she might want to check out, or even if she really wants a new book in the first place.  Maybe I'll just check Twilight out... she thinks after letting her mind wander just a bit too far.  It doesn't take her long to realize what she just thought, causing her to blush intensely and wonder why the thought even crossed her mind.  "I guess I'll just check Twilight's recommendations out..." she says out loud, as if trying to correct some kind of mistake.  She notices the candle-lit windows of the familiar tree, landing just a few steps away from the front door.  The sun is completely behind the mountains now, leaving only the soft orange glow on the horizon in the fading light; Fluttershy knocks softly on the door, worried that she might be intruding.  

Almost without hesitation she hears a set of hoof-steps coming toward the door.  A gust of wind blows behind Fluttershy, messing up her mane and causing her to shiver from the autumn chill.  The door opens with a faint purple aura of magic around it, revealing Twilight Sparkle on the other side, looking at Fluttershy like she's got three heads.  

"Hey Fluttershy, is everything alright?"  She asks, unaware of the pegasus's intentions, but noticing immediately the wind-mangled hair and deep set shiver in her stance.  

"Hmm? Oh, everything's fine, Twilight, just a little chilly out tonight that's all..."  Fluttershy says, pasting a smile on her face and almost forgetting why she came to visit.  She spends a few seconds staring awkwardly into Twilight's eyes, she always did have such pretty eyes...

"Would you like to come inside?"  Twilight asks, gesturing the mare into her home, feeling a little worried for her well being.  "And what are you doing out so late anyway? are you sure everything's okay?"  

"Oh, yes Twilight, I'm just fine... I only came over to take a look at you..."  She catches herself and blushes a little bit, stumbling over her words to try and correct herself a little bit "t-t-take a look at your selection of books! I just was feeling like I needed something else to read lately..."  Twilight responds with a concerned, but amused, look on her face.

"Well that explains what you're doing here, but not why you're out so late.  You'll catch a cold in this weather, you know,"  She responds, stifling a little bit of a laugh at the silly pegasus.

"It was more of a last minute decision really... The animals are mostly holed up for winter by now and I just haven't had too much to do in the past few days,"  She says, regaining a little bit of her composure, only to realize that she'd spent the entire day cleaning, organizing and feeding her pets, but hadn't actually eaten anything since breakfast.  Her tummy announces this with a deep growl, frightening Fluttershy just a little bit from the noise.  

"Uhhhh was that your stomach?"  Twilight asks, clearly hearing the sound.  She continues to grin and stare at the yellow pegasus and her unusually awkward motions tonight.  "Why don't you stay for a little while; Spike just made dinner."

"Oh, I wouldn't want to intrude..."  Fluttershy responds, taking off her scarf and tossing it over the small coat rack just inside the doorway.  

"Nonsense, Fluttershy.  It would be no intrusion at all... Spike always cooks way too much for just the two of us... and besides, when's the last time you and I got to sit down and talk anyhow?"

"Well uhm... I guess it has been a while... and--"  Twilight interrupts Fluttershy by appearing seemingly out of nowhere right next to her and nudging her toward the kitchen with her hoof.

"Then it's settled, you'll stay for dinner.  I think you'll love this veggie soup that Spike makes, it's delicious and should warm you up plenty after a flight in this weather!"

Fluttershy can't help but think, just being here is warming me up but tries to look away from the lavender unicorn and push thoughts like that away.  She can't even quite put her hoof on what she likes so much about Twilight, possibly the fact that she's one of the few ponies in this town not trying to one-up every other pony around them.  Either way, she hasn't ever had thoughts like that about anypony else.  

"So uhm, Twilight... how was your day?"  Fluttershy decides to break away from her awkward silence just to give her the illusion that she isn't thinking about her.  

"Oh my day was just fine!  Mostly just organized books, cleaned the shelves... Spike helped me with a small experiment I was conducting to see how magnetic fields affected the control and direction of magic... let's just say it didn't go too well,"  Twilight replied, happy to take the spotlight away from the shy little pony.

"You're tellin' me!  I thought your horn exploded when we tried that,"  Spike said as he walked into the living area.  He plods happily along, unable to see over the massive pot of soup that he holds barely clutched in his claws; the whole scene punctuated with a comically large chef's hat extending over the creature.

Twilight rolls her eyes and pats Spike on the head for bringing out the dinner, using her telekinesis to serve up three hearty bowls of the delicious smelling soup. Spike drinks his straight from the bowl, not having any sensitivity to heat of course, and then goes for several more helpings immediately following.  Fluttershy and Twilight simply sit and chat, having not had any time to truly catch up with each other.  They speak of their days, well... Twilight speaks of her days while Fluttershy sits there nodding and trying to get a word in edge wise.  

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"... And so the resonance frequency turned out to not match up with that specific metal semiconductor, so obviously that caused so many recursive problems that I simply had to restart every single step in the procedure!  But enough about my exploits in cross-dimensional teleportation physics... what have you been up to Fluttershy?"  Twilight asks, finally breaking away from her mental rant long enough to realize she had a guest and not just a soundboard.  

"Oh uhm... Well I just fed the animals and helped them build their nests and insulate their dens for the winter... gathered some firewood and food... and that's it really, nobody's needed a vet lately,"  Fluttershy replies, immediately eating a spoonful of the delicious soup right after.  She had only just barely finished her bowl when Twilight realized the time, it was already almost ten o' clock.  

"Oh whoops! I'm sorry for keeping you around so long Fluttershy!  I just lost track of the time,"  Twilight says, using her magic to gather up all of the dishes and sending them into the kitchen.  Spike, passed out in his chair at the table from having gluttonously consumed more than half of the soup (not to mention the intense boredom at Twilight's speech) wakes up startled from the clanging of ceramic wear.  Twilight gives him a dirty look and asks him to wash the dishes before bedtime; he grumpily goes about his new chore.  

"It's no trouble at all, Twilight, I lost track of time too..."  In truth Fluttershy loved to hear Twilight rant.  Unlike many of the other ponies around town she could understand most of what she said (though admittedly had a lack of experience in the scientific subjects, her vocabulary at least fit the bill), and she genuinely enjoyed her voice.  Soft spoken, but still projecting an air of confidence; not quite as abrasive as Rainbow Dash's but not as overly refined and meticulously polished as Rarity's.

"You know, you're welcome to stay the night if you would prefer not to fly home in this cold,"  Twilight says, seemingly off the top of her head.  

"Oh I wouldn't want to impose!  The dinner was generous enough,"  Fluttershy replies, not wanting to seem eager to stay the night due to an irrational fear of being 'found out' by the lavender unicorn.  

"Aw come on, it'll be like a good old fashioned sleepover, just the two of us.  I have the day off tomorrow anyway, and you said yourself that you haven't really had anything to do lately, right?"  Twilight chirps happily as she doesn't get to spend too much time with any of her friends, let alone Fluttershy.  

The canary-yellow pegasus simply stands in shock, blushing a little at the brief thought of sharing a bed with Twilight Sparkle.  She looks around and realizes that she can't get out of this without being too disappointing, but deep down she feels a spark of excitement about the prospect.  Twilight and she never really interacted too much anyway...  Maybe she could muster up the courage to talk to her about all these strange thoughts that she'd been having, maybe just to be safe she'd tell a little white lie about just who the thoughts were about.  

"O-Okay, Twilight... if you insist,"  She says, looking down a little bit and smiling, feeling a tad weak in the legs from the thoughts racing through her head.

Twilight giggles and turns a little red in the face, walking up to Fluttershy and tilting her head at her.  "Gee I thought I would detect a little more enthusiasm in your voice considering... well, those," She follows up by pointing at Fluttershy's involuntarily extended wings.

"Ohmugosh! I'm sorry Twilight!"  Fluttershy blushes the deepest shade of crimson that Twilight has ever seen a pony turn, hiding her face in her hooves and dropping to the floor with an embarrassed squeak.  

"Relax Fluttershy, I didn't mean to embarrass you,"  Twilight says, punctuating her statement with a giggle, walking past the pegasus to greet spike, who finished cleaning the dishes and had already begun walking upstairs.  "Uh Fluttershy?  My extra mattress is still up in the linen closet somewhere, do you mind just sharing a bed with me tonight?"

This statement immediately makes the already embarrassed and timid mare almost shrink down into nothingness.  "That's just fine, Twilight..."  She says, barely able to speak in an audible tone.  She wanted to say that nothing in the world sounded better right now... but just couldn't bring herself to do that... not yet anyway.

Fluttershy follows Twilight up her stairs, inadvertently staring at her haunches and trying awkwardly to look away, almost tripping over her own hooves a few times, and sighing contentedly as they reach the top of the flight of stairs.  Twilight makes quick work of blowing out the candles around her room and closing the window with her magic, climbing into her bed (a rather large one for a single pony, Fluttershy thinks) and happily relaxing.  Fluttershy very slowly steps up to the opposite edge of the bed and sits down, shyly inching under the blanket and rolling onto her side, trying to face away from Twilight and avoid thinking too hard about this situation.  

"G'night Fluttershy,"  Twilight whispers.  The breath on the back of Fluttershy's neck makes her shiver a little bit, having to fight an involuntary reaction to twitch her hind leg.  

"Goodnight Twilight..."  She whispers in response, trying to no avail to get some sleep.  Her mind races, sometimes thoughts of romance, sometimes thoughts of slightly dirtier things, sometimes things that are completely unrelated to her current situation.  The belly full of soup does make her feel heavy and tired, but the knowledge of Twilight laying right behind her continues to arouse her mind and thoughts.  Needless to say, she doesn't sleep a wink that night.