Sapphire

by HoofBitingActionOverload

First published 18th of April, 2015

Fluttershy feels like she's being left behind when all of her friends find special someponies except her. In a fit of embarrassment, she hires an anonymous escort. But then that escort turns out to be someone surprising.

When all of her friends find romance and intimacy outside their close-knit circle, Fluttershy feels as if she is being left behind. It seems like everyone has a special somepony but her. Then an offhand comment by Rarity causes her to question her own adulthood and her inability to find a partner. In a fit of embarrassment, Fluttershy decides to try something desperate in order to experience sexual intimacy for herself--hire an anonymous escort. But that decision leads to unexpected results.

Part One

Fluttershy took a bite of her salad and listened to her friends speak without hearing any of their words. She hoped they didn’t think her rude for not having spoken in a while, but sometimes listening really was the best part of talking.

Twilight said something now—Fluttershy wasn’t sure what. She wasn’t paying much attention to what Twilight said, though Fluttershy cared about that, too, of course. But sometimes Fluttershy liked to sit quietly and listen to the ebb and flow, rise and fall, the melody and rhythm of her friends’ voices instead of their words.

Twilight spoke, and Fluttershy closed her eyes and listened. Twilight’s voice sounded rhythmic and considered, not quite deliberate, but still with the studied, self-aware rapport of teacher and student. Twilight was always either trying to teach somepony something or learn something from somepony else. Even now, as they all relaxed together around a glass-topped table at the Bluestone Cafe on a warm early summer evening, Twilight couldn’t help teaching and learning.

The Bluestone was a little outdoor cafe not too far away from Ponyville’s busy market and central square, but not too close, either. The Bluestone never hosted more than a handful of ponies at a time, and that suited Fluttershy just fine, so of course she had accepted when Rarity had invited her to a light dinner with Twilight, Rainbow Dash, and herself.

Rainbow Dash interrupted Twilight, and interrupted Fluttershy’s musings, too. Fluttershy didn’t catch what Dash said, but she caught how Rainbow had said it, which was even better sometimes. Rainbow Dash’s voice sounded loud, excited and excitable like a foal on holiday and showoffy like a rooster at sunrise, a laugh and a boast both lying just underneath every word and ready to rise up to the surface at any moment.

Fluttershy focused on their words again. It would be rude to ignore her friends for too long.

“No,” Twilight said, rolling her eyes. “Why would I have worn stockings? I didn’t wear anything.”

“Which is a nigh-travesty,” Rarity said. “You knew very well I would have been more than willing to provide you with proper attire. It’s simply bad form to go flanks-bare on one’s first date.”

“Nah,” Rainbow Dash said, smirking. “It’s not your flanks you cover up. Those are what you want ‘em to look at.”

Fluttershy frowned and looked down at her salad while her friends talked. Sometimes, especially times like now, it really could be much better to listen to how her friends spoke instead of what they spoke about. And now her friends were, as they had been all evening, talking about Twilight’s date with Solemn Guard, the captain of her new royal escort. Fluttershy didn’t care much to hear about that.

But Fluttershy did care, or at least she knew she should, but that didn’t mean she wanted to hear about it right now, or all evening long, or maybe ever.

No, Fluttershy scolded herself. That wasn’t right. Twilight was her friend. A good friend would have listened. And it wasn’t that Fluttershy didn’t care. She cared how Twilight’s date had gone, and whether Twilight had a good time, and whether Twilight liked him and wanted to go on another. Fluttershy just… didn’t want to hear about it, because she didn’t want to think about dates and coltfriends or marefriends. Because, inevitably, that line of thought and that discussion would circle round to herself.

“And then,” Twilight said, smiling, “after I found Canis Major through the telescope for him, he didn’t even look because he said would rather look into my eyes than through a telescope because that’s where the real beauty was.”

“Are you serious?” Rainbow Dash bounced in her chair and laughed, knocking messy leftovers off her plate of what had once been a daisy sandwich but was now an unappetizing mishmash of soggy bits of bread and crushed tomatoes. “That’s the corniest thing I’ve ever heard. He didn’t really say that, did he?”

Twilight’s smile vanished. “Yes, and just because it’s corny doesn’t mean it isn’t romantic.”

Fluttershy sighed and nibbled at a spinach leaf while her friends kept talking. She didn’t want to eat too quickly. After she ate all her salad she wouldn’t have anything left to distract herself with. She wished Applejack were there. Applejack would have talked about farm stock and field work, and her voice would have been earthy, simple, steady and strong as the trees she raised, and Fluttershy would have felt a little less anxious just listening to it.

Except that’s not what Applejack would have talked about, Fluttershy remembered. Applejack would have talked about Golden Harvest. All Applejack talked about nowadays was Golden Harvest. The two had gotten together a month or so before, and they seemed to be getting along well. Every time Applejack talked about Golden, she would smile in a strangely familiar and pleasant and faroff way that made Fluttershy want to smile and frown at the same.

As Applejack’s friend, Fluttershy should have been happy for her. And she was. She mostly was. But it made her anxious and resentful about other things, things she knew a good pony would never feel anxious or resentful about, but knowing what to feel didn’t always mean knowing how to feel it. Because Applejack had Golden Harvest, and now Twilight had Solemn Guard, and Rainbow Dash had been ‘hooking up’ with Spitfire for months, and Rarity was always doting on some noble stallion or mare, and even Pinkie Pie seemed to be spending an awful lot of time with Cheerilee recently, and Fluttershy had… Well, Fluttershy had them. Fluttershy had her friends, and that had been more than enough for so long.

“I truly am happy for you, Twilight, dear,” Rarity said, taking a dainty sip of her tea. “Scant few things in this world can alleviate the burdens of the soul so much as blossoming love, except perhaps a warm, scented bath followed by a light massage. Love and taking care of oneself go hoof-in-hoof, I’m sure. The body is a temple, they say. But, Twilight, I feel positively refreshed simply hearing you speak of him, like I’ve just returned home from the spa or taken an afternoon nap. Oh, I do envy you. Why...”

Fluttershy smiled and closed her eyes and hummed silently to herself while Rarity’s voice washed over her coat and wings and withers like cool, clean cloudwater. Fluttershy enjoyed listening to all of her friends speak, of course, and she didn’t like picking favorites, and it wasn’t that she liked any of her friends more than any of her other friends, but she did enjoy listening to Rarity’s voice more than anypony else’s.

Rarity spoke like a ballerina danced. She spoke neatly and elegantly, her cadence deft and graceful. She danced from syllable to syllable, balanced, deliberate, never missing a step. Her speech had a natural rhythm, as if meant to be set to music, and while listening Fluttershy liked to try to decide what musical piece would best underlie her voice that day, but nothing ever quite fit.

When Rarity spoke, it was a performance. Listening to her speak was like watching a whole ballet. Fluttershy loved ballets, but living in Ponyville she didn’t get the chance to see many. Rarity had promised her once that they would take a trip to Manehatten someday and watch a proper ballet together, but they never had. Fluttershy would have liked that very much. She thought about reminding Rarity of it. She didn’t want to bug her friend, but a trip to the ballet would have been very nice.

Until then, though, she felt content to simply listen to Rarity speak, which was fine, especially now, because listening to Rarity speak of love was best of all.

Rarity had a passion for romance matched only by the classical poets. She had a passion for passion, it could be said, and that passion shone through her every word. She spoke of love and her voice jumped and swept and twirled, quick and sprightly. If Rarity’s voice were an opera instead of a ballet, talk of love would have been her aria.

Spending an evening in the spa, sitting in the bath, water up to her chest, feathers wholly submerged in warm water, smelling the oils and incense, maybe drinking from a small chinaware cup of strawberry tea, and closing her eyes and listening to Rarity speak romance—it was one of Fluttershy’s favorite things in the whole world.

The way Rarity spoke of it, love seemed so very magical and fantastic, like something out of a fairy tale. And Rarity spoke with an enthusiasm that, while more subdued and graceful than Rainbow Dash’s or Pinkie Pie’s, was equally infectious. But, not that Fluttershy would ever complain, and it was a silly thing to feel anyway, it did make Fluttershy feel a little lonely at times.

“Blah, blah, blah,” Rainbow Dash cut in. “Who cares about that? C’mon, Twi, get to the good stuff already.”

“Good stuff?” Twilight asked.

“You know what I mean.” Dash smirked and waggled her eyebrows ridiculously up and down and all around.

“Rainbow,” Rarity said, and sighed, “must you always go so far out of your way to be crass?”

“It’s not called ‘crass,’” Dash said. “It’s called ‘not being totally boring.’”

Rarity sighed again, but didn’t respond.

Fluttershy felt a little disappointed at that.

Dash smirked at Twilight. “So, skipping all the cheesy stuff, what’d you guys do at the end of the night? He invite you over to his place, or what?”

“Really now, Rainbow, you know full well that is a wholly inappropriate question,” Rarity chided, but then she smiled at Twilight. “But, Twilight, I think you should feel perfectly free to answer, if you wish to. Perfectly free. We’re all modern mares, of course, and I’m sure others at the table would be curious to know, too.”

Fluttershy looked around to confirm that she, Twilight, Rainbow Dash, and Rarity were still the only ponies sitting at the table, and Fluttershy knew she herself certainly wasn’t curious.

“He didn’t invite me anywhere,” Twilight said, and both Rarity and Rainbow Dash looked disappointed. But then Twilight blushed and added, “Because I invited him to stay the night at the castle.”

“In the royal suite?” Rarity asked, eyebrows raised.

“If you mean my bedroom, which you can just call my bedroom, then yes.”

Fluttershy went back to eating her salad.

“Atta’ girl!” Dash reached across the table and extended her hoof to Twilight, which Twilight lightly bumped with her own. “I always knew Princess Egghead had it in her! All thanks to my coaching, I’m sure.”

“Your ‘coaching’ had nothing to do with it,” Twilight said. “And it’s really no big deal.”

“Pish posh,” Rarity said. “A mare’s first is a special and extraordinary experience. It is the very definition of, to use your words, a big deal. And I for one congratulate you. I daresay, you have finally had your first blissful, sweet taste of true romance. You’re no filly any longer, but a proper mare.”

Fluttershy choked on a crouton. She had never heard Rarity say anything like that before, never heard her imply that mares who hadn’t, well… To say they weren’t ‘proper’ mares...

“Well, thanks, I guess,” Twilight said, and began eating from the hay fries piled on her plate. They were no doubt cold by now, but Twilight had ordered a double-extra serving, so she had plenty to last.

Rainbow Dash and Rarity watched her expectantly.

Fluttershy thought more about what Rarity had said. Fluttershy was a proper mare. She knew that. She was mostly certain of it. Reasonably sure, at least. But Rarity was right about so many things. She always seemed to know more about the world than Fluttershy.

Twilight finally noticed her friends watching her. “What?”

“Details!” Rarity cried. “Details! You can’t tease us with the mention of something so fantastic as new love and scandalous as royal bedroom flourishes and then not say anything more! How did you feel? Were you not positively overwrought with nervous excitement beforehand? What did you say? What did he say? And what about this morning? Does the world not appear to your eye to have some new sheen that it did not before? Do you feel as if you are now whole in some way you didn’t even realize you were incomplete before? We need details! The juicier the better!”

“The wetter the better,” Dash said, and snickered.

Rarity glared at her.

Fluttershy looked down at her salad as Twilight said something else. To her dismay, she found her plate empty but for a few bits of slippery, slimy spinach leaves and tomato dices. She sighed inwardly but tried to make sure her disappointment didn’t show on her face. She tried not to listen to Twilight, but not listening meant thinking, and thinking meant thinking about what Rarity had said about the difference between mares and fillies, and thinking about that meant feeling anxious and confused.

Fluttershy sighed again, outwardly this time.

“And you know what this means,” Rainbow Dash said, smirking and looking right across the table at Fluttershy.

Fluttershy recognized that smirk. It was a lot playful, a little unintentionally cruel, and all trouble. It meant Rainbow Dash was about to tease her. Fluttershy wished she wouldn’t. Rainbow usually only did so out of good fun, and Fluttershy knew it was important to have a sense of humor about oneself, at least Rarity said so, but Fluttershy really wished Rainbow Dash wouldn’t tease her today.

“What?” Twilight asked.

“Fluttershy’s the only one who hasn’t done—” Rainbow Dash took a great, dramatic pause and looked from side to side, from Twilight to Rarity “—it.”

Fluttershy slumped in her chair and let her mane fall across her face. The loose hair made her nose feel itchy.

“It?”

“Yup,” Dash said, leaning back in her chair and looking satisfied. “It.”

Twilight gave her a blank look.

Rainbow Dash rolled her eyes. “She’s still a virgin, jeez!”

Twilight and Rarity both looked at Fluttershy, and Fluttershy looked at the ground.

“Really?” Twilight asked. “I suppose it isn’t all that surprising, though. I only just lost mine.”

“But she’s older than you!” Rainbow Dash said. “And me! And Rarity!”

“Well…” Twilight glanced at Fluttershy again. “I guess it is a little strange, but I don’t see why it matters.”

Fluttershy shrunk further down in her seat.

“It totally matters,” Dash said. “Ponies our age are supposed to have done stuff like that by now.”

“But,” Fluttershy stuttered out. “You—I’m not the only one. You’re still—when did you…?”

“Um, what do you think me and Spitfire do together?” Dash asked. “It’s not like I’ve been flying up to Cloudsdale once a week to go on playdates.”

“But what about Pinkie Pie? She wouldn’t—”

“Are you kidding me?” Dash said, laughing. “Pinkie Pie’s gotten tail all over town! And why do you think she’s been bumping flanks with Cheerilee all the time and giving her free food at Sugarcube Corner and stuff?”

“But—” Fluttershy looked to Twilight, who offered her a sympathetic frown. Fluttershy then looked to Rarity, her last possible bastion of support.

Rarity’s cheeks turned the lightest shade of pink. “Well, I am a modern mare, dear.”

Fluttershy looked back down at the leftovers of her salad. Was she really the only one? All of her friends? She knew they had started moving on, growing up, but she hadn’t realized it had happened so quickly. She hadn’t realized that every one of them had already left her behind.

“See!” Dash said, waving her hooves about. “I told you it was weird.”

“Rainbow Dash!” Rarity said, curtly. “That’s enough of that language. It is not ‘weird.’ A lady may wait however long as she pleases before choosing to give herself to another. It is one of the most beautiful gifts and privileges a mare possesses, and if some do not treat that decision so lightly as you do, that does not make them ‘strange.’ Fluttershy’s hesitance simply makes her… prudent.”

Fluttershy peeked out of her mane a little and felt a little warmer. She had known Rarity would understand, that Rarity could defend her. And Rarity understood romance and relationships better than anyone!

“As lightly as I do? What the hay is that supposed to mean?” Dash asked.

“Only that every mare must follow her own way,” Rarity said. “And Fluttershy’s way being different from yours is no justification for mocking her.”

“Some ponies develop more slowly than others,” Twilight said absentmindedly, not looking away from her leftovers.

Fluttershy frowned.

“I didn’t mean it like that,” Dash said. “I’m just saying, most ponies have done that by now. You have. I have. Even Twilight! And she’s probably read more books than she’s had actual conversations with other ponies. She spends so much time with books that I used to think some day she was just gonna make out with one of her favorite novels and then shove it up her butt or something and call it a day.”

Twilight looked at her with a mix of perplexion and revulsion, but said nothing.

“And?” Rarity asked.

“And,” Dash said. “Fluttershy’s never even had a coltfriend. All of us have had sex, and she’s probably never done anything more than kissed another pony. I get that everypony goes at their own speed, and I’m obviously faster than everyone else, but aren’t things like, you know, love and romance and marefriends and stuff one of those really important things that everypony is supposed to do at some point? At least by now? Isn’t that why you’re always talking about it?”

“Well,” Rarity said, but then said nothing else, appearing to be at a loss for words.

Fluttershy sunk so low in her chair her chin could have rested on the tabletop.

Rainbow Dash was right, of course. Fluttershy often thought those same things—that she was missing something, that she was going too slowly, that she wasn’t growing up, and that her friends were moving on—and now she knew the rest of her friends thought so, too.

“Rainbow Dash has a point, Fluttershy,” Twilight said, taking a break from her hay fries and smiling softly. “Not that I want to pressure you in anyway. I know it might be embarrassing for you, but you’ve done such a wonderful job these past couple years becoming more confident and assertive, maybe now it’s time to take the next step?”

“Exactly!” Dash said. “It’s not like you’re lacking in looks or anything. You could get any stallion you wanted! It’d be a waste to let somepony as hot as you get old without ever getting any and then turning into a crazy cat lady—” Dash glanced side-wise at Rarity “—or I guess you’d become more of a crazy bear and cockatrice lady. That’d actually be kind of cool, now that I think about it…”

Rarity cleared her throat. “Fluttershy, dear, what I think Rainbow is very poorly trying to say is that intimate love is one of the most exquisite of all life’s experiences, and that you are a beautiful and kind mare who deserves to feel it for yourself. And, well, I do agree with her.”

“I think you two might be making a bigger deal out of this than it warrants,” Twilight said, going back to her cold hay fries. “It’s sexual intercourse, not spiritual enlightenment. Fluttershy should start dating sometime, but having sex isn’t going to change her life.”

“Whatever,” Dash said. “Rarity gets it. Get some or get out, right?”

“More or less,” Rarity said. “Mostly less.”

Fluttershy didn’t look anywhere but down, her mane draped over her face.

“I’m not saying this to embarrass you,” Rarity said, touching Fluttershy’s shoulder. “You understand that, yes?”

“I know,” Fluttershy said, feeling like a filly being admonished by the teacher in front of the whole class. And also like she should have stayed home at her cottage with her animal friends that evening. Her animal friends didn’t see her as a child. She was their caretaker, responsible and in control. At least at home she could feel like an adult.

“Fluttershy?” Rarity asked softly, insistently.

Fluttershy glanced up, and through her mane she saw Rarity, leaning close and smiling so encouragingly and kindly that Fluttershy couldn’t help but smile back and feel a little silly.

Rarity opened her mouth to say something, but just then a voice called out from nearby.

“Hey, Rarity!”

Fluttershy turned, along with the rest of the ponies at the table, to see a pink-red unicorn mare who looked barely older than a filly trotting towards them and waving.

Fluttershy recognized her. Her name was Velvet, and she had a Boxer puppy that had been sick with an ear infection a couple weeks back. Velvet had brought him to Fluttershy. His name was Pepper and he had been a little rambunctious and selfish and hadn’t played well with the other animals, but Fluttershy could tell he had a good heart. Fluttershy had given him some vaccinations, and he had been very brave. She hoped he was doing well.

Of course, Fluttershy also knew Velvet because she worked… there, the place Fluttershy had to pass every time she walked into or out of town, but just thinking about that place made her blush a little.

“Hello, Velvet,” Rarity called back, waving her over. “How are you, dear?”

“Awesome!” Velvet said, voice cheery and high pitched. She stopped by their table. “I haven’t seen you in a while. So what’s up?”

“Just sharing a late lunch with friends,” Rarity said, gesturing to the table. “Would you like to join us?”

“No I—oh! Hey, Fluttershy!”

Fluttershy smiled. “Um, hello.”

“I did everything you said and Pepper’s doing way better.”

“I’m glad. Pepper is a very nice little puppy.”

“Nah, he’s a jerk. But at least he’s not a sick jerk anymore. Oh!” Velvet’s eyes widened when she saw Twilight. “It’s the Ponyville Princess Pony! Hey, Ponyville Princess Pony! How’s being Ponyville Princess Pony treating you?”

“You can call me Twilight,” Twilight said, still seeming more interested in her hay fries than anything else. “And very well, thank you for asking.”

“Oh, wow! And Rainbow Dash! Rarity, you have really cool friends.”

Rainbow Dash snickered and winked at her.

“Thank you,” Rarity said. “And as I said, you are free to join us, if you’d like.”

“And I’ll sign an autograph for five bits,” Dash added, pulling out a handful of head shots from seemingly nowhere. “I’ll sign three for twelve. I call it the party pack deal.”

“Do you carry those around with you everywhere?” Twilight asked.

“Why wouldn’t I?”

“No thanks,” Velvet said, and then turned to Rarity. “And no thanks. I’m actually on my way to Lackington’s right now. The auction starts pretty soon.”

“It’s time for the auction already?” Rarity asked, glancing to the Bluestone’s only clock. “Oh my, this evening positively flew by me. I wanted to attend the auction as well, and, Twilight, weren’t you scheduled to make a royal appearance at the opening?”

“Hm?” Twilight swallowed a final mouthful of hay fries. “Oh, yeah. I promised Mayor Mare. We should probably get going.”

Rarity stood up, floated her saddlebags onto her back, and then floated a coin purse out of her saddlebag. “I will pay, of course. Velvet, wait a moment and we’ll walk with you.”

“Sweet,” Dash said, jumping out her chair and stretching. “I told Spitfire I would be in Cloudsdale tonight, so I should head out now.”

“Didn’t you just fly to Cloudsdale two days ago?” Twilight asked, standing up.

“Exactly,” Dash said. “Me and Spitfire haven’t hung out for, like, two whole days. I gotta go. See ya!” With a single flap of her wings, she was in the air, and then with a second she was already far away.

“Fluttershy,” Rarity said, touching her shoulder, “would you like to come with us to the auction? I would really appreciate it.” Rarity smiled, as if to assure Fluttershy that all talk of crudeness was finished and it was safe to come out again. “We could find you a new scarf, perhaps? The days will start getting cold soon, well, if a certain friend of ours will spend a little more time at work and a little less time in Spitfire’s down feathers, that is.”

“Oh.” Fluttershy looked down at the table and unfolded and then folded her wings. “Um, no thanks. I think I need to go back to the cottage now, and, uh, I’m a little tired.” Fluttershy fake-yawned to show just how tired she was. Far too tired to go to any auctions, and far, far too tired to handle any new scarves, no matter how cold the days might soon become.

“That’s fine,” Rarity said, nodding. “I trust I’ll see you tomorrow at the spa, then? At our usual time?”

“Of course.”

“Wonderful! And have a fine evening.” Rarity looked to Twilight and Velvet. “Shall we be off then?”

Twilight and Velvet wished her goodbye with varying levels of enthusiasm and hay fry breath, and then the three of them trotted away.

When they were out of sight, Fluttershy got up and gathered her things in a haste and tidied up the table and then galloped in the direction of her cottage.

__________________________________________________

Fluttershy didn’t slow down until she reached Ponyville’s outskirts, and only then because her breath came in ragged, painful gasps and her legs ached. She didn’t know why she ran. She knew what she ran from, just not why.

She knew she couldn’t ever get away from it. She knew she shouldn’t even want to get away from it, but she still did, and she still couldn’t. She couldn’t run and she couldn’t hide. Locking herself in her cottage wouldn’t work. Creeping unseen into the Everfree wouldn’t work. Spreading her wings and flying and getting lost in the nigh-infinite dominion of the sky wouldn’t work. She knew because she had tried all those before, more than once, and every effort had ended terribly.

Except that wasn’t true at all. Every effort at escape had failed, but they had been wonderful failures. Because what Fluttershy ran from she didn’t even really want to get away from. Except she did, and, oh, she felt terrible for it. She felt ungrateful and petty. She felt lowly and dirty, like she was taking something without giving anything back, like she was slinking off into the night without telling anyone, like a criminal galloping away from the scene of the crime. She felt… she felt…

Oh, she felt sick. She stopped and grabbed a nearby bench for support. Her legs shook. Her stomach heaved. Her salad tickled the back of her throat and then spat up onto her tongue, acidic and warm and slimy.

Fluttershy thought about Rarity, the very last pony she wanted to think about, and silently repeated Rarity’s instructions. Deep breaths. That was the first thing. Deep, deep breaths. One, two, three, four. Deep, deep. One, two, three, four. She breathed deep and her hooves stopped shaking and her stomach stopped heaving. She swallowed and the salad slid back down her throat.

The second step was to close her eyes and think about something nice. Something simple and calming. Something she might think about while lying in bed at night to help her fall asleep.

Fluttershy closed her eyes and thought about Rarity singing, something that happened far too scarcely, the times when Rarity’s voice truly became music. It was only ever little things, short, vague melodies. Humming during a lull in conversation while receiving massages at the spa. Whistling softly while Fluttershy helped her arrange Carousel Boutique’s display windows. Mumbling a more elegant version of one of Pinkie Pie’s many impromptu songs while prodding and snipping and tightening some dress Fluttershy was modeling for her.

Fluttershy smiled and hummed a little to herself, then hastily opened her eyes and looked about, but she was alone. She was far away from the center of town, and most ponies were probably at the Mayor’s auction, anyway.

The third and last of the short series of steps devised by Rarity to help Fluttershy keep her panic attacks under control was to go find Rarity, no matter what the unicorn was doing or where she was (because, Rarity had explained, nothing mattered more than helping a friend in crisis), and explain to her exactly what had happened.

The unofficial final step was that she and Rarity would then share a pot of tea or Rarity would let Fluttershy play with her mane for a while or Rarity would help Fluttershy in her garden—anything at all, really. It didn’t matter, so long as they did it together.

Fluttershy didn’t like to bother Rarity, and she was really getting much better at not letting her anxiety overwhelm her, so she didn’t go to Rarity often with these kinds of problems, at least not anymore. But Rarity’s steps had worked, without fail, each and every single time, and Fluttershy desperately wished she could go to Rarity now. But Fluttershy couldn’t go to Rarity, because Rarity was the pony Fluttershy was running away from.

Not just Rarity, all of her friends, which was silly and useless. If she should have been running anywhere, it should have been towards them. Escape was impossible.

If she locked herself in her cottage, Pinkie Pie and Twilight would simply wait outside until she came out, calling words of encouragement and support through the door. If she crept into the Everfree, Applejack would come after her. If she took to the sky, Rainbow Dash would catch up to her within moments of taking off. And no matter where she went or under what bed she hid, Rarity always knew exactly where to look for her.

And then Fluttershy and her friends would sit down and talk the problem over together, and she would end up feeling childish for ever having run away and everything would end up being okay. Not only okay. Better than before.

But not this time. Not when the problem was her friends themselves. Or—no, Fluttershy realized, remembering the conversation at the Bluestone. The problem wasn’t her friends, the problem was herself.

Fluttershy started back towards her cottage again, slower than before, as the sun fell below the horizon and the sky turned to dusk and a cold breeze rustled her tail and mane.

Her friends had said:

Weird.

Strange.

Ponies our age.

Playdates.

Still a filly.

Some ponies develop slower.

Growing up.

Romance.

Marefriends.

Virgin.

Sex.

That was the big one. Each and every single one of her friends, every member of their close-knit circle except her… Fluttershy had known for a long time that she would have more trouble than the others being intimate with somepony else. She had known she would probably be the last one. She had thought she would be okay with that.

But it had happened so fast. She hadn’t even realized it was happening until it was already over. Worse, because of that one little difference, her friends might not even see her as an adult anymore.

Fluttershy knew she was weaker than most other ponies. Softer, more naive, probably less intelligent. She could accept all of her limitations because she had strengths, too, strengths her friends had helped her recognize and nurture. She was kind and responsible and independent and she could take care of any animal and any pony, and that included herself. She was a mare, she thought, and she kicked a little at the dirt on her next step.

Wasn’t she?

If it had been any other pony, any other pony at all who said it, but it had been Rarity. Rarity had said that the difference between adult and foal, the catalyst of the transformation from filly to mare—was sex. Something so very insignificant and meaningless as sex.

That’s what Fluttershy had told herself, for years and years and years. That sex didn’t matter. That it wasn’t important if she had never had a coltfriend. That it didn’t make any difference if she had only ever been kissed once. She had her friends, she had her animals, and she had her cottage. But now all of her friends had been intimate with somepony else, were growing up and moving away from her, not physically, but emotionally. Fluttershy couldn’t ignore it anymore, couldn’t escape it.

It mattered. Sex mattered.

Fluttershy had those kinds of thoughts, of course. She looked at other ponies that way, too. It made her feel guilty and rude, but she did. She had dreams. She had fantasies. She didn’t ignore them, she just… didn’t think about them. Because thinking about them meant thinking about what she lacked, what was missing from her, trying to understand why these things came so easily to other ponies and not to her.

And it made her feel stupid and childlike and strange. So she just stopped. Gave up. She didn’t think about it, and then she found her friends, and they had been so much more than enough for so long.

Now it had all changed. Her friends weren’t enough anymore, because all of her friends had something more than her, more than she did. Fluttershy wasn’t jealous. Her friends had lots of things she didn’t. But this was different. They wouldn’t need her as often now. They wouldn’t want to be with her as often. Because they would all have somepony they needed and wanted more than anyone, and Fluttershy didn’t. It was already happening.

All her friends, even Rarity, especially Rarity, didn’t even see her as a real mare. They were leaving her behind. They probably didn’t even realize it, but they were.

Fluttershy swallowed and shook her head. She wasn’t that pony anymore, the kind of pony who ran away from things that were scary or hid under the bed when she came upon something she didn’t understand and didn’t want to think about. She wasn’t weak and scared, not with her friends. She wouldn’t be left behind. She would just have to… to do that.

Fluttershy winced and forced herself to think the word.

Sex.

To have sex. To have a coltfriend.

Well, preferably a marefriend, but maybe if she met a nice colt he could be okay, too. It wouldn’t be fair to leave anypony out without giving them a chance. She could do it. She had done a lot of scary things with her friends, much scarier things than this. Fluttershy smiled and raised her head and walked forward more briskly.

But her steps soon faltered. A single question appeared in her mind that broke all her resolve.

Who?

Who could she hope? Who could she dare? Who could she do that with? Who would do that with her? Who who who?

Fluttershy didn’t know many ponies. Or she did, but not well, not well enough for that. Meeting ponies was hard. Speaking with ponies was harder. Fluttershy could do it. With her friends’ help, she had even gotten kind of good at it. But becoming friends with ponies was harder than anything, and she wasn’t good at that. She only had a few close friends, and even those few left her feeling exhausted sometimes. She loved them and it wasn’t a bad kind of exhaustion. It was the kind of exhaustion she felt after feeding all of the cats and dogs and bunnies and raccoons and birds and fish around her cottage in the morning, or after spending a day welcoming a new one into her home, or after working in the garden all afternoon.

But it was still a kind of exhaustion, and so Fluttershy had never really tried to make more friends, because the ones she had already seemed like too much for her sometimes.

Now she needed to not only make new friends, but marefriends. That meant flirting and dating and first kisses, and Fluttershy didn’t know how to do any of those, either. As often as Rarity spoke of romance, Fluttershy couldn’t remember her ever talking about the practical how of it.

Fluttershy could ask her friends for help. They would know.

Except she couldn’t do that. It would be too embarrassing, too much like the filly asking the adults for help with her first crush. Fluttershy had to do this herself. She knew enough that a special somepony was supposed to be someone she was close to, but the only ponies Fluttershy was close to were her friends. Could… could she do that with one of them?

Fluttershy suddenly thought about Rarity, about her smile and how she smiled at all of Fluttershy’s stories about her animals and about Rarity’s mane and the way her mane felt when Fluttershy ran her hooves through it and about her voice, oh, her voice, and the way Rarity sounded when—

Fluttershy roughly shook her head. No. No, of course she couldn’t, and she especially shouldn’t think that way about her friends. It was impolite and selfish and vulgar.

No, she couldn’t do that with any of her friends, and she couldn’t do that with anyone else, either, not unless she learned how to flirt and then how to date and then how to kiss, and then how to do all that with some other pony, some stranger who might laugh or tell her that they didn’t like her.

Fluttershy stopped walking and stood to the side of the empty, darkening street. Wasn’t there some other way? Something simpler, easier, less embarrassing, that wouldn’t make her feel like a child, like she was different, like she was missing something inside that everypony else had?

Fluttershy looked around herself, in the impossible hope that a solution would somehow magically materialize in the street before her.

And then she saw it.

Fluttershy lived outside Ponyville, and that meant that whenever she walked home she had to walk through the outskirts of town, and walking through the outskirts of town meant walking past all the businesses on the edge of town, the ones that didn’t make enough to afford rent further in town and the ones that chose to set up away from town, that preferred to stay generally unseen and out of the way. Ponyville was a small town, so it didn’t have a lot of establishments that could be considered disreputable. A couple bars and some stores that sold things a pony might want but certainly wouldn’t want to carry out in the open where lots of ponies would see, but not much else.

And then there was it. It looked the same as most other buildings in Ponyville—small, single story, thatched roof, wooden walls, covered windows. The only difference was what it held inside. It was a building most ponies in Ponyville probably didn’t know about, one Fluttershy walked past every time she went into or out of town, one she never dared look at except in the quickest and most discreet of glances, the one Velvet worked inside.

Fluttershy looked at it now, and wondered.

Then she blushed furiously and cantered away.

Of course she couldn’t. Rarity would have been ashamed of her for even considering it.

And with that, the last of her options was lost to her, the last door closed.

Fluttershy walked down the path that led to her cottage, not because she was running away anymore, but because she didn’t know where else to go.

Part Two

The mineral bath was Fluttershy’s favorite part of the spa. In part because Aloe and Lotus had to do less work setting up the mineral bath than most of the spa’s other services. Fluttershy loved the spa, but she hated to bother Aloe and Lotus. She felt selfish indulging herself at the expense of another’s work. She knew that was the point, and that she was paying Aloe and Lotus to do just that, and that they clearly enjoyed their work, but it still made her uncomfortable. Sometimes Fluttershy wished she could be like Rarity and nonchalantly take advantage of all the spa’s services guilt free.

But she wasn’t Rarity, and so she liked the mineral bath the best, because with the mineral bath all Lotus had to do was set the bath, mix in the salts, place some lit candles or incense nearby, and then close the door and leave Fluttershy and Rarity to soak, and Fluttershy didn’t feel like a bother at all. She and Rarity didn’t use the mineral bath often. Rarity said it wasn’t authentic, because it was just an indoor bath with imported bath salts.

Fluttershy rested on her haunches and leaned back against the smooth bath lining, shoulder deep in water that fizzed when she moved. Steam that smelled vaguely sweet rose up from the water. Humid air left rivulets of water on her face and shoulders, and she felt pleasantly wet and sticky. The bottom of her mane was beneath the water. It dripped and clung to her neck. Fluttershy let herself sink down and liquidy heat enveloped her body. Her every muscle relaxed, Fluttershy smiled and listened to Rarity talk about her latest business meeting with Sapphire Shores.

Fluttershy’s second favorite part of the spa was Rarity. The most time she ever spent with Rarity was spent in the spa. And since Rarity used their spa visits as opportunities to share all of both the Ponyville and Canterlot elites’ latest gossip and news, it was the most Fluttershy ever got to hear of Rarity’s voice, too. Fluttershy had never gone to the spa alone. It would have felt wrong. Without Rarity’s voice, the rooms would have felt unfurnished, hollow, cold. It was Rarity’s voice that filled the spa’s rooms with their tranquil atmosphere.

Rarity sat beside Fluttershy in the bath, their shoulders not quite touching. She gestured her hooves dramatically about while she spoke, occasionally splashing Fluttershy with water. Fluttershy didn’t say anything about it, because saying something about it would mean Rarity would stop talking, if only for moment, and Fluttershy wanted nothing more than to settle down and not worry or feel anxious about anything and drink in Rarity’s voice.

Now, Rarity was recalling something Sapphire Shores had said and she mimicked the showmare’s excited, theatrical voice. Fluttershy giggled and glanced over at Rarity, and saw her friend in profile. Rarity’s mouth was set in a controlled but cheerful smile, and as she went on her dark eyelashes fluttered over her eyes and the curls of her mane bobbed around her head.

Rarity had let her mane down today, something she almost never did in the bath. She usually kept it wrapped in a towel. To protect it from the salts, she said. But not today, and dripping ringlets of her mane, dark with water, lightly caressed her neck and face. Misty steam rose up from the water and hung in the air around Rarity’s head, lending her features a strange dreamlike, ethereal quality. Rarity was really very pretty, Fluttershy thought. Even without makeup or any of her usual theatrical posturing, Rarity was extraordinarily beautiful.

Fluttershy suddenly imagined herself leaning over and kissing Rarity on the neck, and in her mind, Rarity’s supple, soft flesh yielded to the touch of her lips.

A horrible, embarrassing warmth spread through Fluttershy’s face and neck, and she felt all the more uncomfortable for the added heat of the bath. She brought a hoof to her face to cover her blush. She shouldn’t think that way about her friends. It was so rude. If Rarity had any idea of the impulse that had just passed through Fluttershy’s head, she would likely leap right out of the bath, proclaim an unacted but felt defilement of her beauty, and scold Fluttershy for behaving so crudely.

Fluttershy turned away from Rarity and took a keen interest in a grouping of scented candles on the opposite side of the bath instead.

And then a splash of bathwater hit her in the side of her face.

“Oh my word! I’m so sorry, dear!” Rarity cried.

Fluttershy wiped at her face. “Um, it’s fine.”

“I can’t believe I just did that to you.” Rarity stood up out of the water and turned and reached for one of the towels lying by the bath. She stretched forward and her back legs stood taut and firm, water dripping down her glistening backside, her wet tail curled around one of her thighs, her cutie mark mere inches away from Fluttershy’s face.

Fluttershy couldn’t help staring.

This time, Fluttershy imagined herself wrapping her hooves around Rarity’s hindlegs and pulling Rarity’s backside to her and sinking her teeth into Rarity’s cutie mark, and in her mind, Rarity shrieked with pleasure, and Fluttershy’s heartbeat thundered in her ears and she slid her hoof up the inside of Rarity’s thigh—

Fluttershy shook her head to cast aside the unseemly images, and her face burned.

Rarity leaned towards Fluttershy, towel hovering by her head. “I swear, sometimes I have no idea what I’m doing with my hooves.” She dabbed Fluttershys face with the folded towel.

The towel felt soft on her nose and cheeks, but Fluttershy tensed at its touch. She squeaked out some incoherent reply, grateful that the towel blocked her face from Rarity’s view.

“There we are.” Rarity lowered the towel and looked Fluttershy in the face. “Oh, dear, are you all right? You look positively petrified. Did I catch you that much off guard?”

“Um, I—you and—um, yes.”

Rarity watched her for a moment, then seemed to accept her response. She turned and placed the towel back on the floor and then settled back into the water. “I didn’t mean to frighten you. I am sorry.”

“I know,” Fluttershy said, and inwardly she screamed. She almost never thought those kinds of things about her friends. The sudden overwhelming need had been so strong, and that feeling of Rarity’s flesh between her teeth, beneath her hoof, had been so vivid…

Since the conversation at the cafe, these thoughts had crossed her mind all too often. It was suffusing into all her thoughts, even when all she wanted was to relax and not think about it at all. Thoughts of it persisted like an unwanted solicitor knocking on her cottage door all afternoon and trying to sell her new house cleaning products. Except now the solicitor was her own mind, and it was trying to sell her impulses to perform unspeakable but shamefully pleasurable acts on her best friend.

“There is something else I’ve been wanting to speak with you about,” Rarity said.

Fluttershy swallowed and forced herself to talk normally. She couldn’t give Rarity any indication of what she had just imagined herself doing. “Um, okay.”

“Well, I know this makes you uncomfortable, dear, but I do believe it is important,” Rarity said, not sounding like she thought whatever she was about to say next would make Fluttershy uncomfortable, but sounding as nonplussed as if she were about to speak about necklines and hemlines. “I’ve been thinking on what we spoke about yesterday, and I was wondering if you’d mind me asking you a few questions.”

Fluttershy’s throat tightened. “What we spoke about?”

“Your, eh, lack of experience in matters of romantic intimacy.”

“Oh.” Fluttershy sighed.

Rarity smiled, but in an oddly serious, professional sort of way, like Fluttershy was a customer at the Boutique and Rarity thought all her problems could be solved if Rarity found her the right skirt or scarf. “You’ve never had a coltfriend?”

“No.”

“Nothing so much as a passing fling? A single kiss?”

“I, um, kissed a pony once.”

“Only once?”

Fluttershy flinched. “Yes.”

“Did you enjoy it?”

“Um…” Fluttershy ducked her head underneath her mane.

“Think of this as a bit of girl talk.” Rarity’s smile turned more friendly, even a little silly. “I can go first, if you’d prefer. The first pony I ever kissed was a pimply, scrawny little colt named Dire Straits. It was in elementary school. He was nervous and had a stutter and was a little slow, and all the fillies in our class poked fun at him. One Hearts and Hooves Day, he asked a couple of them on dates, but they all laughed at him. So I invited him out to dinner myself, a little for him and a little to get back at those mares. He kissed me goodbye at the end of the night, more at my insistence than any real desire to do so himself. The poor thing was so nervous. His lips were chapped and the whole affair was very abrupt and unextraordinary.”

Fluttershy peaked out from behind her mane. “Did you like him?”

“He was sweet, in his own way.” Rarity laughed at something Fluttershy couldn’t see or know, some memory or feeling brought up by her reminiscing. “But he was an absolute bore to spend any time with. All he talked about were bugs and mud pies. We never really conversed much after that.” Rarity poked Fluttershy playfully in the side. “Your turn.”

Fluttershy looked away. Her wings fidgeted. “Oh, um, no thank you.”

“Oh, come now. I shared mine.”

“I…” Fluttershy bit her lip. “I’m sorry, I’d really rather not.”

Rarity frowned, looking a little hurt. “Well, all right, then.”

“I’m sorry.”

“Oh, it’s fine.” Rarity smiled again. “Perhaps that was a little too invasive. I apologize. I only ask because, well, in all the time I’ve known you, I’ve never heard you even speak about a stallion.”

Fluttershy poked at the bath water and watched it fizz.

“I suppose what I’m trying to ask is, do you ever have any romantic thoughts about other ponies? Have you ever had any intimate interest in anypony? It genuinely seems at times as if you don’t.”

Fluttershy remembered what she had just imagined herself doing with Rarity. “I’m an adult, too,” she said, too sharply.

“Of course you are!” Rarity said quickly. “I never meant to imply otherwise. I’m sorry. It’s difficult to speak about this subject without appearing rude. Actually, you being an adult is precisely my point. You are an adult, yet you’ve never had a special somepony, never had so much as a passing fling.” Rarity frowned at her. “I think Rainbow Dash had a point yesterday, even if she presented it poorly. I don’t say this to mock or harass you, dear. You are my friend, and I only want to help.”

Fluttershy slumped down, sliding further down into the water. It rose up around her chin.

“You are an adult, Fluttershy. You’re older than I, even. Yet, you have either missed or simply ignored one of the most wonderful aspects of being adult. I only want to try and understand why.”

Fluttershy let out a long sigh, and the steam and water rippled away from her.

“Is there some particular reason why speaking about this makes you so uncomfortable, even in privacy with a friend? Is there some reason why you’ve never approached another pony, why you’ve never acted on any of your feelings?”

“I… don’t know. Like what?”

“Well,” Rarity said, gesturing with her hoof and splashing water again, “for example, perhaps your heart has been gripped with the desire for a forbidden love? A seemingly impossible affair that you’ve never dared speak of for fear of heartache? Or perhaps there was some great calamitous heartbreak in your past that you have never recovered from and caused you to swear off love forever?”

Fluttershy frowned. “I, um, don’t think so…”

Rarity frowned, too. “Well, is there some other reason, then? You’re a beautiful mare. I’m absolutely certain you could find love if you’d only make the effort to look for it. But you haven’t. You never have, and I don’t understand why.”

Fluttershy said nothing for a long moment, and then unfolded and refolded her wings against her side. The warm bathwater made doing so clumsy and slow. “I don’t know.”

Rarity sighed. “Let’s try something else. How about we try—” Rarity turned her body towards Fluttershy, grinning and looking as excited as a high school filly with a secret she knew Fluttershy wanted to know but didn’t plan on telling, and her wet mane hung down and rested on the bath’s edge. “—gossip!”

“Um.”

“Oh, don’t look at me like that. It’ll be fun! I’ll share with you some deeply-hidden appetite that I’ve never shared with anypony before, and then you do the same, like a game.”

“Okay…”

“I’ll start,” Rarity said, and leaned forward and smirked. “Rainbow Dash.”

Fluttershy blinked. “What?”

“I would greatly enjoy a bedroom flourish with our neighborhood loud, brazen future-Wonderbolt.”

“Really?”

Rarity grinned. “Absolutely.”

Fluttershy felt strangely disappointed and angry at Rarity’s declaration, vaguely betrayed that, of all their friends, Rarity would want Rainbow Dash. Fluttershy couldn’t even imagine Rarity and Rainbow Dash together. Rarity kissing Rainbow Dash on the cheek, Rainbow Dash bringing Rarity flowers, the two of them in a bedroom together at night—all impossible! “Do you… want to date her?”

“Oh, heavens no!” Rarity laughed, waving her hoof dismissively. “I’m certain we would make each other miserable if we were in a serious relationship together.”

Fluttershy felt relieved, but wasn’t quite sure what she was being relieved of. “But why would you want to do that with her, then?”

“Even you must admit,” Rarity said, smiling coyly, “all that flying about and exercise and practice have blessed her with the most alluring figure, and while her ego can be tedious at times, confidence is attractive in any mare. And the way she runs her mouth all day and night?” Rarity giggled in a most unladylike manner. “Let’s just say I believe I could find much more productive uses for that mouth of hers.”

“Oh my.”

“Indeed,” Rarity said, and then poked Fluttershy in the chest. “Your turn.”

An image of herself biting Rarity’s cutie mark flashed in Fluttershy’s mind again. “I don’t know.”

“Oh, come now. I told you mine.”

“Well, I guess…” Fluttershy blushed and leaned forward, very close to Rarity, so close they nearly touched. Rarity smiled encouragingly, and Fluttershy said in the softest of whispers, “I used to sort of have a crush on Rainbow Dash, too.”

Rarity laughed and slapped the water’s surface, splashing it over the bath’s side. “I knew it!”

“You did?”

“Of course! The foalhood friend, the pegasus in the house next door, the confident, cocksure bragster, the star athlete. It all makes sense! It’s Rainbow Dash. It’s always been Rainbow Dash, hasn’t it?”

“What’s Rainbow Dash?”

Rarity rolled her eyes. “Why play coy now, dear, now that all has been revealed? Rainbow Dash is the pony your heart is set on, the pony you believe you could never be with, the love that seems impossible, a love so strong and and so pure that you have never sought any other pony. I’m right, aren’t I?”

“What? No!” Fluttershy rapidly shook her head. “That was a long time ago, when we were in flight school together.”

“You’re a terrible liar, darling.”

“It’s not Rainbow Dash!”

“Then who could it possibly be?”

“It’s not Rainbow Dash,” Fluttershy said again. “Because it’s—” Her eyes widened and she covered her mouth with a hoof. Her stomach somersaulted and her breath caught.

Rarity raised an eyebrow at her.

Fluttershy finally found her voice. “Um, nevermind.”

“You can’t tease me like that and then simply stop! It’s simply cruel. Who is it? I promise not to tell.”

Fluttershy shook her head.

“I think you may have a dramatic misunderstanding of how gossip is supposed to work,” Rarity said with a little huff. “Please tell me?”

“I don’t want to talk about it anymore.”

Rarity opened her mouth, but then closed it again. “Okay, then,” she said softly. “Okay, if you don’t wish to speak about it, it is not my place to pry. However—” Rarity touched Fluttershy’s shoulder and smiled “—if you ever want to speak about this, I will always be ready to listen. I meant what I said before. You should really consider learning how to act on these feelings.” Rarity prodded her with a hoof. “You will, won’t you?”

Fluttershy nodded absently, mind still a haze at the realization she had just had.

“Besides,” Rarity continued, standing up, water dripping from her coat and tail, “I think it could really help you. There is a kind of power in sexuality. Everypony knows you have difficulty asserting yourself at times, and though it may sound strange, I believe being intimate can bestow upon one a great deal of confidence. It takes a certain amount of courage to wholly open oneself up to another, to allow yourself to be vulnerable.”

Fluttershy looked down at the water.

“But enough of that.” Rarity stepped out of the water, grinning. “I believe it is time for a massage.”

Part Three

Fluttershy walked home by way of the same street she always walked home, familiar hard-packed dirt underneath her hooves and another setting sun turning the sky red-orange-pink over her head. But this time her walk home didn’t give her any of its usual comforting sense of familiarity, of another good day ended or another pleasant evening with friends concluded.

Fluttershy felt like she had a cottage full of undone work waiting for her when she arrived home, like she had a million things to do and no time to do them—empty bird feeders, empty food and water bowls, foul-smelling wet spots on the floor and cushions, whining desperate scratches on the front door and pecking at the windows, Angel stomping on her hoof, cupboards empty, a trip to the market needed, weeds in the garden, wild critters digging up the vegetables and herbs and flowers, friends calling for her to come out and play, friends calling for her to come out and help, storm clouds over the Everfree, winds blowing stronger, the first drops of rain hitting her window panes, and all of her critters still out in the open, vulnerable, in danger.

But it wasn’t just that she didn’t have time, it was more like she had forgotten how, like she recognized the work all around her but didn’t know how to do any of it, didn’t understand it anymore, and she stayed in her cottage and lay in bed and cried instead.

Except she didn’t have any work to do. She had filled the bird feeders and bowls before she left, cleaned and tidied the whole cottage, checked on all her critters, and there was no storm on the horizon. The only storms were the ones in her head. But those were always the worst.

Most times when she walked home after an evening at the spa with Rarity, Fluttershy felt calm, soothed, that even if there was hard work waiting for her at home, like a new puppy that needed housetraining or a robin that had come down with the flu, she knew she could handle it. She would have spoken with Rarity about it and told her friend everything, and Rarity would have assured her that she was up to the task and if she needed any help, Rarity was available.

But this time the problem was Rarity.

No, the problem was Fluttershy. Rarity had simply illuminated the problem that was herself. All of Rarity’s attempts to help Fluttershy were only making her feel worse and worse the more Rarity revealed of her inadequacy. It was something, or a lack of something, Fluttershy had always known lay hidden inside her, just underneath her skin, maybe somewhere around her heart, maybe just in her head. It was maybe something she had never learned or maybe something she had simply been born without and would never understand. She had never before known its full extent. Now Rarity was yanking it out into the open for Fluttershy to see, and Fluttershy had no idea what to do with it except go home and tuck it back inside and try to forget about it again.

Worse, Rarity’s attempts at digging at her and understanding the problem that lay underneath had brought forth something else entirely, something equally terrifying and confusing.

It’s not Rainbow Dash!

It had been Rainbow Dash once, a long, long time ago, when Fluttershy was a filly. If Fluttershy had ever ceased being a filly. She didn’t know anymore. But it had been Rainbow Dash once, when Fluttershy was at flight school and all the other foals made fun of her every day, all except the scruffy loud little filly who had jumped, incredibly, unbelievably, to her defense. It hadn’t been anything more than a foalhood crush. Fluttershy had grown out of it. Rainbow Dash had dropped out of school and moved away. It wasn’t Rainbow Dash anymore.

Because it’s you.

Because it was Rarity, and Fluttershy cursed under her breath. She thought a couple ponies walking nearby might have heard, but she didn’t care anymore, and she didn’t bother to check. She kept her eyes on the ground.

Fluttershy was so stupid, so socially inept, so unaware of herself and her own feelings that she had never noticed until just hours earlier, when she had nearly blurted it out before understanding what she had said.

Of course it was Rarity. It would have been obvious to anypony else. It would have been obvious to Fluttershy, too, if she didn’t understand so little of romance and relationships. She did understood now just how ignorant of love her heart really was.

It was Rarity. It was Rarity’s whose voice soothed her. It was Rarity who she spent hours with at the spa with every week. It was Rarity’s whose neck she imagined herself kissing. It was Rarity who she thought of when she thought about marefriends. It was Rarity who she came to whenever she had a panic attack. It was Rarity who then let her work in the Boutique, or helped her in the garden, or who let her play with her mane.

And it was Rarity who thought Fluttershy was a filly, a foal, a child.

You should really consider learning how to act on these feelings.

And that was all Fluttershy could do with these newly discovered feelings—consider them. She couldn’t act on them. An adult could have. Rarity could have. Any of Fluttershy’s other friends could have. But Fluttershy couldn’t. She didn’t have any idea how.

Fluttershy had harboured feelings for Rarity for years, and never even realized they were there. But she knew about them now. Here they were, laid out before her, and she had no idea what to do with them, didn’t even understand them, because Rarity was right. She was a foal. Foals didn’t understand relationships, didn’t understand what it meant for one’s chest to go warm and stomach fluttery just at the sight of somepony, and neither did Fluttershy.

She looked around. It was already dark out. The sun had set. She must have been walking slower than usual. The path to the cottage wasn’t much farther. Soon, she would step inside her home, and Angel and the rest of her critters would greet her and comfort her. She could lay in bed and forget it all in sleep for a while. Until then, Rarity’s voice went on and on in her head, repeating all she had said at the spa.

Everypony knows you have difficulty asserting yourself at times, and though it may sound strange, I believe being intimate can bestow upon one a great deal of confidence. It takes a certain amount of courage to wholly open oneself up to another, to allow yourself to be vulnerable.

Maybe that’s what Fluttershy lacked, the thing every other pony had that she didn’t, the thing that made other ponies normal, the thing that let other ponies flirt and kiss and date—courage.

Fluttershy, weak and pitiful, naive and childish. Maybe that was why she was strange, why she was still a foal, why she didn’t understand her feelings or how to act on them. She didn’t have courage, and she never would.

But—no.

Fluttershy had faced a dragon. Fluttershy had faced a changeling army. Fluttershy had faced Discord, and he was one of her best friends now. They wrote letters to each other every week! Most other ponies were still scared of him, but not Fluttershy.

“No,” Fluttershy said, just a whisper. She hadn’t run and hid when a sudden, unexpected storm had spilled out from the Everfree and into the sky over Ponyville just a week before. When the lightning struck and the thunder rumbled, her critters looked to her. And in her they found a bastion of strength and support. She gathered them all up and got them to safety, and comforted them until the wind and the rain subsided.

“No,” Fluttershy said again, loud enough that anypony nearby could have heard. She had courage. Her friends had shown her that. Rarity may have revealed something scary and confusing in Fluttershy today, but Rarity had also revealed to Fluttershy her own inner courage on a hundred different days before that. Fluttershy had courage. Being scared didn’t make her weak, it only meant it took her more strength to be brave, and Fluttershy had that strength. And she had been brave. More times than anypony could count.

If all Fluttershy needed was courage, she had it. She wasn’t a child, and she would show everypony, and she would show Rarity.

But then the question arose in her mind again.

Who?

Fluttershy knew the answer this time.

Rarity.

She didn’t want to be with anypony but Rarity.

Could Fluttershy do that with Rarity?

Fluttershy scolded herself for acting like a foal again. Sex. It was sex, and that’s what adults called it and that’s what she would call it.

So, and her stomach somersaulted at the thought, could she have sex with Rarity?

Fluttershy bit her lip but nodded to reassure herself. She knew her feelings and she had courage. She didn’t need anything else. Yes, she could and she would.

Fluttershy swiveled around on her hooves and began marching in the opposite direction, back towards Ponyville and Carousel Boutique.

She would knock—no, she wouldn’t even knock. She would walk right in, because that was the kind of thing the ponies in Rarity’s romance novels did. Rarity would be preparing to go to bed or doing some late night work, and Fluttershy would walk right in the front door and then walk past the storefront and up the stairs to Rarity’s loft, and she would go into Rarity’s workroom and grab the unicorn and kiss her right there.

Fluttershy tried to imagine the scene, feeling her face go warm.

She opened the door, and Rarity stood by a shop-shod pile of interlaced fabrics on the floor, the skeleton of what might someday be a dress, and behind her work glasses—the little red ones that rested on the tip of her nose and made her look like a cute, older librarian—her eyebrows raised. “Fluttershy?” she asked.

Fluttershy didn’t answer. She strode purposefully across the room and slipped a hoof around Rarity’s neck and pulled her close. She kissed Rarity on the lips.

But imagining the scene revealed the fantasy that it was.

What would Rarity do then? Scream? Throw Fluttershy off her? Demand to know what improper and boorish spirit had overtaken Fluttershy? Or, more likely, Fluttershy would never make it that far. She would stumble over some loose fabric on the floor and fall on her face as soon as she walked in the room. She would hyperventilate in the stairwell until Rarity found her and rescued her from herself. She would stop at the front door and knock too quietly for anypony to hear.

However the scene played out, it always ended the same way.

Fluttershy would go home alone.

She turned slowly around and walked back in the direction of her cottage, and kicked at the ground. How stupid she had been! Such a child! She was still such a child. Only foals believed in ridiculous fantasies. It would never, could never happen. She and Rarity would never, could never, ever happen.

If only there was any other pony, so she could prove herself an adult to Rarity. But Rarity was the only pony, and Rarity was impossible. Any other pony, and Fluttershy would have to flirt and kiss and go on dates and face rejection and ridicule. She could do it, she knew she could, but why bother? She had the courage, but none of the desire. Even if she went on a date, she would never enjoy it, would never truly care as long as the other pony wasn’t Rarity.

If only there was any other way, any other way at all. She was an adult. She just needed to show Rarity. But if only there was something easier, simpler, so she wouldn’t have to face the heartbreak and the rejection.

Fluttershy looked up and saw a typical Ponyville building. Single story, thatched roof, wooden walls, covered windows. But on the sides of those windows, through uncovered slivers, Fluttershy saw the golden light of a lamp. When she looked closely into that light, she saw Velvet sitting behind a desk.

Without thinking, Fluttershy cantered to the door.

Part Four

Fluttershy stood on the hardwood floor of a small room, spotlessly clean, darkly lit by corner floor lamps. Beside her stood a potted plant, its thick stem and wide leaves an artificial, unblemished, too-perfect green. Dark curtains covered the windows.

On the opposite side of the room, Velvet sat behind a wide, wooden desk that made the pony sitting behind it appear tiny and foalish. Velvet watched her, eyes widening, like a school principal eyeing a student who had wandered uninvited into her office.

“Fluttershy?”

Fluttershy heard the door close behind her and immediately knew she had made a terrible mistake. She made a squeaking sound that she probably meant as a “Sorry!” but wasn’t really sure. She wasn’t sure of anything except that she needed to get out of that room as soon as possible. She turned and grabbed the doorknob.

“Wait, wait, wait, wait!” Velvet’s hurried, shrilly voice called to her.

Fluttershy paused. She heard a chair scraping across wood and scrambling hooves approach.

Then Velvet was right in her face, slightly out of breath, mouth open, eyes wide and panicky and vaguely childish. “Discretion!” she shouted.

“What?” Fluttershy asked.

Velvet took a deep breath, composed herself, grinned, and then said in a practiced voice, “The first thing you should know about Finest Companions is that discretion is our number one priority!” Velvet smiled in a self-satisfied manner, and then frowned. “Oh, wait! No, that’s customer satisfaction. So customer satisfaction is our number one priority, and then safety and quality, and then discretion. So discretion is, like, our number four priority. But that’s still really high, higher than most places, probably.”

Fluttershy looked from Velvet to the door.

“So, since we value discretion, that means you don’t have to worry about any of your friends finding out about this, yeah?”

Fluttershy hadn’t even thought what her friends might think. She hadn’t thought of anything. She just rashly charged inside. What would her friends think? What would her friends say if they knew she had come to a place like this? Would they talk to her at all? Would they look at her differently, look down on her in a wholly different and worse way? Fluttershy felt sick.

“And the second thing you should know is that we here at Finest Companions understand that all adults have certain needs, and sometimes it’s difficult or embarrassing to get those needs met, so we strive to fulfill those needs hassle and embarrassment free.”

Fluttershy’s ears perked. “Adults?”

“Uh huh!” Velvet nodded. “We don’t serve minors.”

Fluttershy looked from the door to Velvet again, and this time settled on Velvet. “Um, so what exactly does, um, Finest Companions do?”

“Why don’t you follow me to my office?” Velvet said with a smile and a wink, then began walking away.

Fluttershy stayed put. Velvet had said it like a question, but was already halfway across the room. Fluttershy looked back at the door. This was her last chance to leave before she found out whatever happened in Velvet’s ‘office.’ Fluttershy blushed at the possibilities. But she couldn’t leave now. This is what adults did, and Fluttershy was an adult. She would prove that to Rarity.

She followed Velvet across the room.

Velvet led her to a door behind the wooden desk, smiled, and walked inside.

Fluttershy hesitated, then followed.

Inside, Velvet turned on another corner lamp that revealed a small, messy room, not much larger than a closet, with a much smaller desk than the one in the lobby, covered in papers and notepads and books. But there was something cozy about the mess, some lived-in feeling that the sterile, too-clean lobby lacked. Two empty chairs stood in front of the desk. Velvet sat in one and then motioned to the other.

Fluttershy sat down, and wondered what might happen next. Velvet wouldn’t take her right then and there, right? That didn’t seem likely, but the chairs were very close together. Fluttershy leaned back a little just in case.

Velvet smiled at Fluttershy again. She was an awfully smiley mare, like Pinkie Pie. Except not half as smiley as Pinkie Pie, because no one was even half as smiley as Pinkie Pie. But, still, it put Fluttershy at ease, and she smiled back.

“Firstly,” Velvet said, “you have a super-cute mane, like, where do you even get that done? But don’t answer that because I know it’s Rarity and, jeez, she’s good at it, and could you ask her if she would do mine sometime?”

“Um.”

“Thanks!” Velvet said, and hopped in her chair a little, then seemed to remember that she was supposed to be doing a job, and settled back down and smiled again, more professionally this time. “Secondly, what we, or mostly just me, I mean Silver Locks comes in sometimes, but he’s a super flake, but he’s the boss, so whatever. It’s usually just me. Anyway, what we do at Finest Escorts is connect interested clients, like yourself, with friendly, discreet, and though I’m not supposed to say so during the sales pitch for some reason, super duper hot escorts. I think our motto is, like, “We make your fantasies become realities” or something equally cheesy and stupid, but you get the idea.” Velvet looked at Fluttershy expectantly.

Fluttershy shifted in her seat and rubbed her knee. “Okay.”

Velvet laughed. “Heh, sorry, I shouldn’t laugh. You just act really cute when you’re nervous, but there’s not any need to be. But I tell that to everypony their first time, and they always act nervous anyway. So go ahead, I guess, but while you’re wiggling around in your chair, do you have any questions, or would you like to get started now?”

Fluttershy’s mouth went dry. Get started? A hundred embarrassing images passed through Fluttershy’s head. She didn’t think she was ready for this. She also still felt a little sick. She cleared her throat. “Um, do a lot of ponies come here?”

“Not really. Mostly ponies from out of town, but that doesn’t really happen often. We’ve got a decent number of regulars, but obviously I can’t, and never would, name any names.” Velvet shrugged. “This is a high class service, so it’s expensive. And Ponyville’s still small, and everypony in town is pretty friendly. Most ponies around here don’t have much trouble getting some for free if they want it.”

Most ponies except Fluttershy. Even in this, she was still strange and inexperienced.

Velvet must have noticed something in her face, as she quickly added, “Not that you should care! There are a million different reasons why a pony would prefer to meet someone through us. Convenience, for one. Personally, I think ponies should be free to do whatever makes them happy. All that matters is that you want a little companionship, and we know companions who want to be, uh, companionable.”

Fluttershy nodded and took a deep breath. She thought about Velvet’s puppy, Pepper. She had given him a couple vaccinations while he stayed with her. Vaccinations were necessary, but scary for the animals. The wait was always so much worse for them than the shot itself, though. Thinking about it, worrying about it, seeing the needle, knowing it would soon puncture the skin. But the shot itself was never half as bad as any of her critters imagined it to be, because anything merely scary out in the world is a distinct horror in one’s imagination. So Fluttershy didn’t waste a lot of time building up to Pepper’s shots. More time just meant more time for the little puppy to be nervous or scared. It was best to be quick and firm. Don’t give a puppy time to get nervous and he won’t get nervous, just grumpy.

“Okay,” Fluttershy said. “I’m ready.”

“Awesome!” Velvet reached over to the desk and grabbed a small binder. “Let’s get started, then.”

Fluttershy waited, but Velvet stayed seated and didn’t show any intention of getting up. Fluttershy looked around the cramped, messy office. She didn’t want to do that in here, or with Velvet, really… She licked her lips and asked, “Um, is there maybe a bedroom somewhere we can go, if you, um, don’t mind?”

Velvet looked up at her. “What?”

“For the, um… you know…”

Velvet stared at her.

A horrible and embarrassing warmth flooded Fluttershy’s face and neck. She began to suspect that she had dramatically misunderstood the entire situation, the nature of the business she had visited, and everything Velvet had said. She tried to apologize, but all that came out was a squeak. She wanted to get up and run out the door and then out of the building and all the way to her cottage, but her legs had stopped working and gone limp.

“Oh!” Velvet smiled. “I forgot this was your first time, so I probably should have explained stuff. Finest Companions is not a brothel, and we don’t do any of the things a brothel does. We’re a companion service. The only thing we do is help you arrange time with our companions, nothing else.”

“Oh.” Fluttershy tapped a hoof on the bottom of her chair. “I’m sorry, I don’t really understand.”

“Yeah, I know it sounds weird, but it’s actually pretty simple.” Velvet sat up in her chair and straightened her back. It reminded Fluttershy of Twilight on the precipice of a lecture. “Basically, Finest Companions provides a service both to you and to our companions. See, for a companion, it can be inconvenient, uncomfortable, and in other places (but not so much in Ponyville), unsafe to meet with potential clients directly. So they hire services like ours to meet with clients for them, screen out any bad eggs, and arrange prices and times for them. Make sense so far?”

“Um, I guess.”

“Cool! Now, what we do for you is provide you with the information of a bunch of different super hot companions all in one place.” Velvet winked, and Fluttershy hid a blush behind her mane. “If you want to connect with one of them, and if you meet their qualifications—and you will, don’t worry, it’s just that some of our companions are picky—we arrange a meeting for you. All you buy from us is time with one of our companions. What you and your chosen companion do during that time is between the two of you, but our companions are very—” Velvet leaned forward and lowered her voice. “—generous with what they’re willing to do during that time, if you know what I mean.”

“Qualifications?” Fluttershy asked, her stomach tightening.

“Don’t worry about it,” Velvet said, waving her hoof dismissively. “It’s mostly just to make sure you’re not really gross or creepy, and our companions have the right to turn down any potential client they don’t like for whatever reason. But you’re cute and super nice, so you’ll be fine. We only have one companion who's really, really picky, but that’s only a problem if she’s the companion you’re interested in.”

“All right. So, I just tell you what, um, companion I want to meet with, and then…?”

“And then we take care of the rest. It’ll take a day or two for us to get back to you and let you know when and where that companion can meet with you. Most of our companions are more than willing to do out-calls, and you’ll pay them directly when you meet them.”

Fluttershy cocked her head to the side. “Out-calls?”

“As opposed to in-calls. Meeting you somewhere of your choosing instead of theirs. Usually a hotel room, but they could meet you at your cottage, too. Whatever you prefer.”

Fluttershy bit her lip, feeling some of her confidence return. It sounded easy. Just tell Velvet who she wanted to meet, then wait at her cottage for her companion to come meet her, and then… that. “Do, um, do you have a list I could look at?”

“Absolutely! I have it right here.” Velvet gestured to the binder she was holding, then flipped it open and held it out so Fluttershy could see. “These are our stallion companions. They’re all pretty cool. You’ll see some information listed below each name, like coat and mane colors, height, and then more personal stuff like hobbies and interests. Just let me know which one you’re interested in and I’ll tell you if and when they’re available. And if you need any recommendations, well, let’s just say I’ve taste-tested a few of our recipes, so I can totally let you know which ones you’d like.”

Fluttershy bit her lip and leaned forward. The listings in the binder were concise, simple, and professional, like the classified section in a newspaper. “There aren’t any pictures?”

“Nope,” Velvet said. “These aren’t their real names, either. We prefer to protect our companions’ anonymity until a firm meeting has been arranged and paid for.”

Fluttershy nodded and read an entry about a stallion named Hard Body, who was as tall as Big Mac, was described as a ‘rugged outlaw’, and his interests included ‘wrangling’ and something called ‘tie-ups.’ Fluttershy blushed furiously when she realized what the ‘member length’ section referred to, and while she thought Hard Body sounded like a very nice and handsome pony, she didn’t think a ‘Wild West style wild night’ was really for her.

“Um, do you have any, um, maybe—”

“And these are our mare companions,” Velvet said, smiling and turning the page.

Fluttershy glanced over this page. She read through the entries, and soon began to feel disheartened. The mares all sounded very nice, and she was sure they were all very pretty and friendly, it was just that none of them—but then one entry caught her eye.

Race: unicorn

Coat color: white

Mane color: purple

Eye color: blue

Her name was Sapphire. The entry described her as elegant, intelligent, and sophisticated. Her only listed interest was ‘Giving back.’ Reading about her made Fluttershy feel pleasantly warm, like taking an outdoor nap in the grass underneath the shade of a tree on a spring afternoon.

Fluttershy pointed at Sapphire’s listing. “What about her?”

Velvet looked where Fluttershy pointed, and then let out an abrupt, snickering laugh. “Ha! You know, don’t you? I figured you probably did, but she’s gonna be so embarrassed! So, how do you wanna do this?”

Fluttershy recoiled away from Velvet and the binder. “What?”

Velvet leaned forward, lowering her voice conspiratorially. “You wanna prank her or something, right? I’m totally in. Let’s not do anything really mean, though, because she’s cool.”

“Um.”

‘Wait.” Velvet squinted at her. “You don’t know, do you?”

“Um, no?”

“Okay,” Velvet said, a grin slowly spreading over her muzzle. “Okay, wow, this is even better! Like, this is too good!” Velvet laughed again, then composed herself. “So, uh, Sapphire, yeah. Yeah, she’d be perfect for you. You guys would like each other. Sapphire’s actually that really super picky companion I told you about before. I think she’s only ever agreed to meet with, like, two clients. Usually, she would want to know a lot about you in advance, and particularly why you want to see her and what you’re looking for in a companion, but I don’t think that matters this time. She’ll definitely agree to see you.”

Fluttershy felt a little pleased that Velvet was so certain such an apparently exclusive companion would want to see her, but mostly she felt confused. “How do you know?”

“Because, uh, because you’re cute, duh!”

“Oh,” Fluttershy said, a little disappointed and a little flattered. “Thanks.”

“Don’t mention it. So Sapphire—” Velvet giggled again “—usually prefers to meet somewhere public first, and then only does in-calls, but I’m certain she’d make an exception for you. Also, since we don’t need to do all the other stuff, she should be able to meet you pretty soon. How about tomorrow evening?”

“That soon?”

“Yeah, unless you want to wait longer. It’s up to you. But I’d recommend, uh, jumping on this right away. You never know what might change if you wait.”

Fluttershy remembered Pepper and the vaccinations. “Okay. I can do tomorrow.”

“Cool! Would you prefer to meet her at your cottage, or the at the White Hill Hotel?”

“Um, the White Hill,” Fluttershy said. The White Hill Hotel was Ponyville’s only hotel. Fluttershy would have preferred if no other ponies saw Sapphire coming to her cottage, especially another white unicorn with a purple mane and blue eyes she knew. She didn’t know how she could explain this to her.

“All right,” Velvet said, standing up and extending her hoof. “I’ll come by tomorrow afternoon and let you know what time, and you can tell me then what room number to give Sapphire. Oh, and don’t bother bringing any bits. Sapphire never charges.”

Fluttershy stood up and lightly shook her hoof. “Thank you.”

“Uh huh,” Velvet said. “Have a good night.”

Fluttershy wished her goodbye and then left the building. As she walked home, she felt light and bouncy, and she wondered and hoped that Sapphire would have a voice like a ballerina, a voice that washed over her coat and wings and withers like cool, clean cloudwater.

Part Five

Fluttershy sat on her worn and frayed couch, its cushions slightly stiff but comfortable, and whispered to herself. Afternoon sunlight and a murmuring breeze came in through her open windows. An open book rested before her, a novel Rarity had recommended and let her borrow, but Fluttershy discovered at the end of every page that she couldn’t remember anything she had read. She started flipping to pages at random instead, reading bits and pieces of emotions and characters and scenes. She felt like she was passing through someone else’s childhood memories, every scene broken up by long dark gaps, and the connections indistinct and unknowable.

In the pages she saw a deep longing, an overwrought description of a slowly flowing stream, a potential heartbreak, a clever comparison between a bee’s hurried manner of flying and the confusing modern need to feel productive even while at leisure, and a kiss that was short but overflowing with emotion. All the while, Fluttershy whispered to herself, “Elegant, intelligent, sophisticated.”

Her cottage was nervous. The animals that lived in and around her home were sensitive to her emotions. When she was relaxed, so was the cottage. Birds would doze on the stoops of indoor birdhouses or chirp softly to each other across the way, cats would nap on the windowsills, dogs would laze about on floor, Angel would settle down in her mane and stay quiet and amiable.

But when Fluttershy was nervous, like now, the cottage was nervous, too. The birds hurried back and forth across the ceiling, chittering irritably and ruffling their feathers, the cats sauntered about, tails twitching testily, claws ready, the dogs sat just by the couch, whining, tails wagging, eyes wide and concerned, and Angel hopped over the furniture, gesturing angrily at all the other critters.

Fluttershy flipped through some more pages and whispered to herself, “White coat, purple mane, blue eyes.” She hardly noticed the anxious buzz in the air around her. She hardly even noticed the book before her, and she certainly didn’t notice any of the words on the pages anymore. She felt like she needed to get up and run a lap around the cottage, and at the same time that she needed to stay seated or else she might become dizzy and faint.

When she had gone to bed, she had been calm, even a little excited. But she had never fallen asleep. Instead, she had thought and thought and thought, worried and worried and worried. She had too much time. Given time to think, Fluttershy could turn a golden egg into a rotten one with her worrying.

Velvet had come by that morning. A room at the White Hill had already been reserved.

At sundown, Fluttershy would walk into town, to the White Hill. She would find her room. She would go inside. She would wait, and then…

Until then, Fluttershy sat motionless on her stiff couch cushions and whispered to herself, “Sapphire, Sapphire, Sapphire.” Saying the name might make it real, might transform the pony from a brief description on a page into warm, living flesh. Flesh that Fluttershy would soon touch. That would touch her.

Fluttershy stood up abruptly, and the book fell from her lap. She accidentally stepped on one of the dogs’ tails, and he let out a sharp yip.

“Oh, I’m sorry, I’m so very sorry, Dusty,” she said, and then swallowed and sat back down, and whispered to herself, “Elegant, intelligent, sophisticated.”

The words had become a mantra. Her own ‘I think I can, I think I can, I think I can.’ She had repeated them so many times they didn’t sound like words anymore. They were only sounds, but sounds that reminded her of something. Of somepony. And thinking about that pony made her feel relieved, and scared, and a little guilty.

Fluttershy reminded herself again and again that she had once walked on the bridge of a dragon’s maw, that she had felt its scales and the heat of its terrible raging internal fires beneath her hooves, that she had seen its teeth, jagged and sharp and many. She reminded herself that she had been scared, so scared she couldn’t fly, so scared she couldn’t speak. And that she had protected her friends from the dragon, anyway. She had courage. She was an adult.

She was an adult. She was an adult. She was an adult.

Fluttershy stood up again and thought of Rarity’s voice and whispered to herself, “White coat, purple mane, blue eyes.” Fluttershy imagined some incredible alternate universe where she could have told Rarity what she was about to do. Rarity would have soothed her nerves and encouraged her, would have shared a cup of tea with her, recommended they spend an evening at the spa to calm down, told her that if Fluttershy needed any help, she would be available.

Fluttershy sat back down again and sighed and wished so desperately that it could have been Rarity’s whose name she repeated again and again, and not white coat, purple mane, blue eyes. That it could be Rarity and not Sapphire.

But it wasn’t Rarity, and it would never be Rarity.

Fluttershy whispered, “Sapphire, Sapphire, Sapphire.”

It was Sapphire, and Fluttershy needed to stop thinking about Rarity that way, because it was as impossible as it was rude. But Sapphire was real, even if she still only felt like a meaningless sound, an exhaled breath of air, a particular shape of her lips. If Fluttershy repeated it enough Sapphire would become real.

Tonight, she and Sapphire. They would kiss. Fluttershy closed her eyes and tried to imagine how it might feel, but couldn’t feel anything on her lips except another breeze coming in through her windows.

They would kiss, she told herself, and then they would do something more.

Fluttershy stood up and stepped carefully over the dogs around her couch, and their tails wagged and they watched her closely, and she ducked underneath the birds overhead and sidestepped the cats on the floor, and then walked to the edge of her floor rug. She turned around and walked to the other edge of her rug. She turned around and did it again.

Adult. She was going to become an adult tonight. She would leave the cottage a filly, but she would return a mare. And then everything would change. Or something would change. Something had to change.

In the very least, the next time she and Twilight and Rainbow Dash and Rarity sat down together around a table at the Bluestone for a late lunch, and Twilight told her some ponies developed slower than others, and Rainbow Dash told her she was the only one left, and Rarity asked her why she had never been intimate with anyone before, Fluttershy would be able to say without lying and without embarrassment that she, too, was an adult. Just like them. She wasn’t a virgin. She wasn’t strange. She wasn’t a filly. She wasn’t being left behind. She’d had sex. She had been intimate with another pony. She was an adult.

She was an adult.

Fluttershy tripped, then. Because then they would ask her When? How? and worst of all Who?

What would Fluttershy say? Sapphire? The pony she couldn’t even convince herself was real, was anything more than a sound no matter how many times she said the name out loud? They wouldn’t believe her. How could they? Not even Fluttershy could believe it. And Fluttershy would still be strange. Her friends had been with real ponies, ponies whose names you could say and know it meant something physical and alive and warm, something that spoke back when spoken to, something that pushed back when pushed. Her friends still had marefriends, and she didn’t. They had done it the right way, the way normal ponies did.

But Fluttershy would be an adult. No one could ever deny her that again. Fluttershy would have proof. Fluttershy would know. And Rarity would know, too. That would be enough. That would make it all worth it—her nervous cottage, her fluttering heart, her night spent lying awake in bed and worrying. Rarity would know Fluttershy was an adult, that she was strong, that she could take care of herself. Rarity would respect her again. Nothing else mattered, not now, not yet.

So Fluttershy whispered to herself, “White coat, purple mane, blue eyes.”

Somepony knocked on her door, and Fluttershy, along with the whole cottage, jumped.

Fluttershy composed herself and the cottage settled down, and she went to the door and opened it.

“Fluttershy!” Rarity said, standing in her doorway. She smiled and then her smile dropped and was replaced with a concerned frown. “Darling, you look a fright! What’s wrong?”

Fluttershy shook her head. Rarity was the first and the last pony she wanted to see. She desperately wanted to fold her hooves around Rarity’s withers and never let go, to feel her warmth and her strength. And she equally wanted to slam the door shut in the unicorn’s face and turn the lock. Fluttershy shook her head again and said, “I’m fine.”

“Are you sure?” Rarity asked, stepping past Fluttershy and inside. “Was it that nasty badger again? What has he done this time?”

Fluttershy stared at the now-empty doorway. She closed the door and turned around. “No, it wasn’t him.”

It was you.

Rarity frowned at her. “What is it, then? Is one of the animals missing?”

It was me.

Fluttershy shook her head. “No, no one is missing. Everything is fine.”

I’m in love with you.

“Dear, we both know that isn’t true.” Rarity stepped towards the couch, bent down to pat a couple of the dogs on the head, and then sat down. “I know you and I know when you are fine. I know what this cottage looks like when you are fine, and this isn’t it. What’s wrong?”

I’m going to have sex with an escort tonight.

Fluttershy forced herself to smile and laugh. “I don’t know what you’re talking about. I’m really fine.”

I’m going to do it for you.

Rarity rolled her eyes. “I thought we were past this.”

I hate you and I don’t and I want you to get off my couch and I don’t and I want you to leave and I don’t and I want to kiss you.

“Past what?”

“You shutting me out,” Rarity said.

“I don’t know what to say.” Fluttershy walked over and sat down on the couch beside her friend and made herself laugh again. “There’s nothing wrong.”

“I’ll tell you the same thing I always do,” Rarity said. “I won’t push you, but whenever you’re ready to talk, I’ll be ready to listen. You know that, don’t you?”

Fluttershy looked across the room and saw Angel. He was watching her. He looked even more disappointed in her than Rarity did. She looked away. “I know.”

“Good,” Rarity said, and then smiled. “However, I came here for a particular reason, you know.”

“Yes?”

Rarity’s smile turned playful. “I have a surprise for you that I suspect will greatly improve your mood.”

“Oh?”

“Yes, indeed.” Rarity nodded and then giggled. “What do you think of Flitter?”

“She’s one of the ponies on the weather team, right? Cloudchaser’s sister?”

And then Rarity’s smile turned mysterious and knowing. “The very same.”

“Um.” The only thing Fluttershy knew about Flitter was that she had a pet owl named April who had come down with feather lice several summers before, which had then spread to the whole weather team. Rainbow Dash had scratched at her wings for weeks afterwards. It wasn’t April’s fault, of course. Feather lice were easy to catch and difficult to get rid of. “She’s… nice?”

“She most certainly is,” Rarity said, watching Fluttershy. “And cute, too, don’t you think?”

Fluttershy tried to think of what Flitter looked like, but could only think that in mere hours she was going to turn from filly to mare and White coat, purple mane, blue eyes still didn’t feel real enough, and that there was another White coat, purple mane, blue eyes sitting with her on her couch, and this White coat, purple mane, blue eyes was real and warm and Fluttershy wanted to stay and kiss her, instead. “I suppose so,” Fluttershy said.

“Well,” Rarity said, with an excited look on her face like she was about to give Fluttershy a new dress she had designed just for her, “I have it on very good authority, namely my own, that in just under an hour, our dear friend Flitter is going to be sitting alone at a table for two at the Bluestone, and that she is going to be more than open to the possibility of company. And in particular company in the form of a beautiful, modest pegasus with a delightful buttercup yellow coat.”

Fluttershy tried to protest, but her words got choked up in her throat.

“Now,” Rarity continued, “I’ve already made all the arrangements. All you have to do is go and meet her. Flitter’s a good pony. I think you would really like her if you took the chance to get to know her. She has a pet owl, I think. You could talk about that to get the conversation started.”

Fluttershy shook her head, finally finding her voice. “I can’t, I’m so sorry, I can’t.”

“Why not?”

“I’m, um, busy tonight.”

Rarity looked at her sternly. “Busy doing what?”

White coat, purple mane, blue eyes, Fluttershy thought, but knew she could never ever say so, couldn’t even formulate a lie in its stead. She only shook her head.

Rarity scooted closer to her, and Fluttershy felt her friend’s body’s warmth, and Rarity touched her side and smiled. “Fluttershy, I understand this is sudden and incredibly presumptuous, and I understand that this makes you nervous. But I also know that this has been bothering you the last couple days, and I wanted to help. You want a chance at a marefriend, at romance, at love, do you not?” Rarity touched her hoof to Fluttershy’s, and Rarity felt warm and sincere.

Fluttershy nodded, hesitantly.

“Of course you do.” Rarity smiled. “I’m not saying you need to go to the Bluestone and fall head over hooves in love, but why not give Flitter a chance? It’s only one date, an hour or two of your of evening, and it would do so much good for you. You might make a new friend, in the very least. You have nothing to lose and everything to gain from this. Please go meet with her, for me?”

Fluttershy frowned. Rarity was too wonderful, too caring, too knowing of her worries, and too eager to help remedy them. Fluttershy wondered at how she had made such a perfect friend, such a beautiful friend. Fluttershy felt sick. She couldn’t go see Flitter, even though she wanted to please Rarity. She had to go see White coat, purple mane, blue eyes, to become a mare, and adult.

“I can’t,” Fluttershy said.

“Of course you can.” Rarity sounded exasperated. “Whatever you had planned to do tonight, can’t it be postponed just two hours? For the sake of romance, dear? This is an opportunity. Seize it!”

Fluttershy opened her mouth to say she couldn’t again, but then stopped.

Couldn’t she go see Flitter? Rarity was right. This was an opportunity. Flitter was real. Flitter spoke back when spoken to, pushed back when pushed. Flitter was a chance at a real marefriend, a pony with a name that represented something physical and alive. Maybe Flitter made more sense than White coat, purple mane, blue eyes. She might even be less scary. Maybe Fluttershy could do this. Maybe if… “Will you be there?” Fluttershy asked Rarity.

“No,” Rarity said. “It will just be you and her.”

Fluttershy bit her lip. “Can you be there?”

“I’m sorry, dear.” Rarity frowned apologetically. “There’s somepony who requires my assistance tonight, and apparently it is urgent.”

Fluttershy looked down at the floor. If Rarity had been there, by her side, if Fluttershy could have felt her strength and encouragement, she thought she could do it. But without Rarity?

“I can’t do this for you, you know,” Rarity said, as if reading her thoughts. “I can never do this for you. I can arrange dates. I can tell you what to wear and where to go. I can even advise you what to say and how to kiss. But, ultimately, this is something you will have to do for yourself, on your own. I can’t date for you. I can’t fall in love for you.”

Fluttershy nodded. That was true enough. This was Fluttershy’s choice, and hers alone. It seemed regardless whichever she chose, Flitter or White coat, purple mane, blue eyes, she could never choose Rarity. But it was Rarity that Fluttershy wanted. Something similar to Rarity, something that reminded her of Rarity, might be the best she could ever hope for.

“Fluttershy?” Rarity asked.

“I have something I need to do tonight,” Fluttershy said. “I’m sorry.”

“I don’t understand you sometimes.” Rarity sighed. “You pine for romance, but when an opportunity for such is laid in your lap, you refuse. Oh well, I suppose. I’ll let Flitter know you won’t be coming.” Rarity stood up, stiffly. “And, as I said, somepony needs my help tonight, and I should have begun preparing for her hours ago. I should be going.”

Rarity walked to the door, and Fluttershy got up and followed her.

Rarity opened the door, took a single step out, then paused. She looked to Fluttershy. “Fluttershy, please be sure you are doing what will make you happy. I want so much for you to be happy.”

“I am,” Fluttershy said. “I think.”

Rarity nodded. “All right, then. I’ll see you tomorrow, okay?”

“Of course.”

Rarity flashed her a tight smile and then went out and closed the door behind her.

Fluttershy went back to her couch and slumped down and pressed her face into the cushions. It was nearly time. She whispered into the fabric, her breath hot and humid on her face, “Sapphire, Sapphire, Sapphire.”

Part Six

Fluttershy sat on the edge of the bed and tried to stay absolutely still. She didn’t dare look at the clock. Her room in the White Hill was small and felt sterile and artificial. The bedsheets had a floral design and a plasticy stiff texture. The curtains were drawn. She stared straight forward at a painting of an empty park bench on the wall.

It was soon. Fluttershy didn’t know how soon. She didn’t look at the clock. She didn’t move. Sapphire might have been late, or Fluttershy might have been early. She wasn’t sure if she wanted to know. That didn’t matter. It would be soon either way. Sapphire would come soon. She would knock on the door, and then Fluttershy would have to get up and go to the door and open it. It seemed a terribly difficult task. She needed to conserve her energy until then.

She didn’t trust herself to move, so she kept still, her back and legs rigidly straight. She focused on keeping her breaths steady. She thought about Rarity’s voice. She closed her eyes and listened to Rarity speak. But all she heard Rarity say, again, was, “This is something you have to do for yourself.”

Fluttershy opened her eyes and looked at the painting of the empty bench. Even in her imagination, Rarity offered her no support. Fluttershy was alone. She had to do this herself. She had to make herself an adult. She took a long, deep breath. She could do this. She would do this.

She would have sex.

With Sapphire.

Sapphire would come and she would be more than just a name. She would be a living, breathing pony, and Fluttershy would have sex with her, and then Fluttershy would be an adult. It would be soon.

Someone knocked on the door.

Fluttershy’s head jerked in the direction of the door. She stared at it. It could have been her imagination. Her ears had already summoned all manner of phantom sounds while she had waited.

The knocking came again, light but insistent.

Fluttershy hesitated. Then she remembered Pepper and his vaccinations. She stood up and walked swiftly to the door and grabbed the handle and took a breath and swung the door open.

Rarity stood in the doorway, smiling then not smiling, eyes narrowing then widening.

Fluttershy froze.

“Fluttershy?”

Fluttershy opened her mouth but didn’t have any idea what she had intended to say or how to speak at all, and a sound like a drowning pony gasping for air came out of her throat.

Rarity took a step back.

Rarity.

It was all so obvious and incredible and impossible

Fluttershy remembered the description in Velvet’s binder.

Race: unicorn

Coat color: white

Mane color: purple

Eye color: blue

Her name was Sapphire.

Rarity and Velvet speaking to each other at the Bluestone. Sapphire’s description in the binder. Velvet’s reaction to Fluttershy’s choice. Rarity saying she had to help somepony tonight.

Fluttershy couldn’t believe her own stupidity.

Fluttershy grabbed the door and slammed it shut in Rarity's face.

She turned away from the door. She looked at the window. She ran to the window and shoved the curtains aside. She fumbled desperately with the lock.

Rarity knocked again. “Fluttershy?”

Fluttershy cried out and kicked the window but it didn’t open. No time. She didn’t have any time. Her mind blanked. She didn’t know what to do.

She looked at the bed.

She dove underneath the bed and went still and quiet. She looked to the door.

She waited.

“Fluttershy, are you still in there?”

A long pause.

“Fluttershy, will you please answer me?”

Fluttershy didn’t move. She didn’t speak. She watched the door.

“Fluttershy?” Rarity asked again, her voice muffled by the door. “I’m coming in, is that okay?”

Fluttershy’s head shot up and hit the bottom of the bed. No! No, it was the opposite of okay. It was everything but okay! Why hadn’t she opened the window and escaped? Why did she keep doing everything wrong? Her only hope now was to remain unseen and wait for Rarity to leave. She covered her mouth with a hoof and watched the door.

The knob turned and the door opened. Fluttershy silently swore at herself for not thinking to lock it. Rarity tentatively stepped inside. Fluttershy could only see her hooves. Fluttershy stopped breathing.

Rarity paused by the doorway, then walked forward, past where Fluttershy could see her without turning and risking drawing her attention. She thought Rarity was walking towards the window. She heard a hoof tapping on the glass pane and a rustling of the curtains.

Fluttershy waited, and then heard Rarity’s steps again, drawing closer. Rarity’s hooves stepped into view again, right in front of Fluttershy.

Rarity stopped. She stood by the bed, so close Fluttershy could have reached out and touched her.

Rarity stooped down and her chin came into view, and then her mouth, and then her nose, and then her eyes. She looked right at Fluttershy, frowning. “Darling, what are you doing underneath the bed?”

Fluttershy tried to say something, but her voice came out squeaky and scratchy. She swallowed and tried again. “N-nothing.”

Rarity frowned at her, then stood back up.

A long pause followed.

Fluttershy considered throwing up, but it probably would have gotten on Rarity’s hooves, so she kept her mouth shut.

Rarity leaned down again, smiling this time. “The White Hill always keeps a pot of warm tea in the lobby. I think I’m going to go get myself a cup. Would you like one, too?”

“Um, yes please,” Fluttershy said, more out of instinctual politeness than any desire for a cup of tea.

“I’ll be right back, then.” Rarity stood and walked out of the room and closed the door behind her.

Fluttershy waited. If she was going to run away, Rarity had just given her the perfect opportunity. Probably the last opportunity she would have. But where could she go? Back to her cottage? That would only delay the inevitable confrontation, the inevitable questions. Fluttershy wasn’t sure if she even wanted to run anymore. Maybe she could finally be honest with her friend again.

Fluttershy stayed underneath the bed.

The door opened again, and Rarity stepped inside. Fluttershy watched her hooves approach the bed. Rarity leaned down again to look at her, two white tea cups hovering by her head. “You’re still here,” Rarity said, sounding surprised.

Fluttershy didn’t know what to say. It both frightened and comforted her to realize how well Rarity knew her.

Rarity looked from her tea cups to Fluttershy. “Darling, would you mind scooting over?”

“Um.” Fluttershy moved moved to the side. “Why?”

Rarity smiled and rested the teacups on the bedside table, then turned around and hunched over. She crawled backwards underneath the bed, stopping when she was side-by-side with Fluttershy.

Fluttershy’s face warmed. Space underneath the bed was cramped and small. Rarity’s body pressed against her own. Rarity felt warm and soft, and smelled like flowery perfume.

Rarity settled down and pushed a couple wayward curls of her mane away from her face. “There we are,” she said, turning to Fluttershy. “A bit cozy, hm?”

Fluttershy looked down at her hooves. “Um, yes.”

Rarity carefully floated the two cups of tea down to them, resting one in front of herself and the other in front of Fluttershy. “Thank you.”

“For what?”

Rarity levitated her cup to her lips and took a small sip. “For not leaving while I was out of the room. I’m glad you stayed.”

Fluttershy didn’t know what to say, so she took a drink of tea to cover the silence. Getting a hold of it and bringing the cup to her mouth was awkward in the cramped space. The tea tasted lukewarm and bitter. Fluttershy felt something touch her tail, and realized it was Rarity’s own. Rarity would get all sorts of lint and dust in her tail and mane and coat coming underneath the bed, a minor tragedy for a fashionista. “You didn’t have to come down here,” Fluttershy said.

“No.” Rarity took another drink from her cup. “I didn’t. How is your tea?”

“It’s very good.”

“You don’t have to be polite.” Rarity pushed her own cup away from herself. “It’s abysmal. I’ll be sure to bring my own if I ever visit here again.”

“Yeah, it’s really bad." Fluttershy smiled. “I do really appreciate you getting me some, though.”

“If I’m being honest, it was more for myself. I needed a moment to gather my thoughts.”

“Are they, um, gathered now?”

“More or less.” Rarity floated her teacup back up onto the bedside table. “I have some questions I’d like to ask you, if you don’t mind, and I’m certain you have more than a few for me as well.”

Fluttershy prodded at her tea. Here it was—the questioning. “Well, yes…”

“But it’s really not very comfortable down here, is it? If you wouldn’t object, perhaps we could speak on top of the bed rather than underneath it?”

Fluttershy nodded.

Rarity picked up Fluttershy’s teacup and crawled out ahead of her, her tail brushing along Fluttershy’s side and neck. Fluttershy had to turn her face away from Rarity’s backside as the unicorn went in front of her.

She quickly followed Rarity out.

Rarity stretched and examined her mane and tail, and frowned.

“I’m sorry,” Fluttershy said.

“My coiffure has suffered through much worse, as I’m sure you know.” Rarity placed Fluttershy’s teacup on the bedside table. Then she stepped past Fluttershy and lightly hopped up onto the bed and settled down onto the sheets. She smile to Fluttershy and patted the space beside her.

Fluttershy hesitantly stepped up onto the bed and sat down, belly on the mattress, hooves dangling over the side. The sheets felt itchy.

“Velvet,” Rarity said, and smiled. “The little rogue. She insisted that I absolutely had to come and meet a pony here tonight, but refused to tell me who. She only said that it was a lonely filly in need of help, and assured me that I would approve of her. I assume it was Velvet who persuaded you to seek out Sapphire’s services as well?”

“Um, no.” Fluttershy swung her hooves back and forth above the floor. “I did that on my own.”

“Really?” Rarity flashed her a pleased, somewhat embarrassed smile. “Well, thank you very much for your patronage.”

“You’re, um, welcome?”

Rarity laughed, then covered her mouth with a hoof and composed herself. “And I’ll assume from your reaction when you saw me at the door that you weren’t expecting me. That is, you weren’t aware that I am Sapphire?”

“No, but I did kind of—” Fluttershy closed her mouth abruptly.

“Yes? You kind of what?”

Fluttershy shook her head.

Rarity sighed, then smiled and nudged Fluttershy in side. “Dear, I can’t force you to tell me anything, but I do believe that, just moments ago, we both learned some very delicate and embarrassing secrets about each other, and I also very strongly believe we could have avoided this situation if we’d been honest with each other from the beginning. Maybe it’s time to start being open with one another?”

Fluttershy bit her lip and glanced at Rarity. “I kind of hoped it would be you. I kind of really hoped it would be you. I didn’t actually think there was any chance, though.” Fluttershy looked back down and waited for a gasp or a laugh.

But Rarity only nodded thoughtfully. “I should have foreseen this,” she said. “Well not this, obviously—” she gestured at the room “—but that you would have feelings for me. It does make sense, I mean.”

“It does?”

“Of a kind.” Rarity snorted. “For all my talk of romance, though, I never saw it. But we can come back to that a little later, I think. Would you mind if I asked you a question or two now?”

Fluttershy nodded. She didn’t know whether to be excited or anxious that Rarity appeared so nonplussed at the revelation.

“My first question is the obvious one,” Rarity said, looking seriously at her. “Why in heaven's name did you hire Sapphire? Why did you feel you needed to seek the companionship of a stranger? Especially after I offered to set you up on a date with Flitter tonight. This seems so unlike you. If you were feeling lonely, why didn’t you come to me? Or take the offer for dinner with Flitter? So many ponies would enjoy the pleasure of your company, dear. You don’t need to pay anypony for comfort. Of course, I have no moral qualms with your choice. I just don’t understand why you chose this when you had so many other options.”

Fluttershy looked down at the floor and her eyes stung and she sniffled. “I’m sorry.”

“No,” Rarity said sternly. “We’ll put a stop to that right now. You have absolutely nothing to be sorry for, and I promise you that if anypony here should be embarrassed, that pony is myself.”

Fluttershy buried her face into the scratchy sheets. “I’m sorry," she said, voice muffled.

“I’m supposed to be the drama queen here, don’t you remember?” Rarity giggled, and then rested a hoof on Fluttershy’s withers and stroked gently. “Come on, dear. I promise you don’t have anything to be sorry for. Please just tell me why you felt you needed an escort?”

“It was for you."

“But I thought you said you didn’t know I was Sapphire?”

Fluttershy shook her head. “No, I mean I’m doing this for you.”

“I’m sorry, dear. I’m afraid I don’t follow.”

“I did it so that—” Fluttershy looked up at Rarity, and Rarity smiled, and Fluttershy looked back down at the floor “—so that you would think I was an adult.”

“I don’t understand. What does seeing an escort have to do with being an adult?”

“Not seeing an escort,” Fluttershy said, sitting up but still not looking Rarity in the eye. “Sex.”

“What about sex?”

“I’m a virgin,” Fluttershy said, and spit out the word. “I’m the only one of us who’s still a virgin.”

“Well, yes, I knew that,” Rarity said. “However, I’m not sure what that has to do with me. You mean, you wanted to lose your virginity for me? Or, well, with me?”

“Yes. Or no. Or both, I think?” Fluttershy shook her head and blushed. “I wanted you to think I was an adult. It didn’t matter who with. I wanted it to be with you, but I didn’t think—I mean, I just—I didn’t—I just want you to think I’m an adult. I just want to be an adult.”

Rarity frowned. “Dear, you are an adult. Who ever claimed otherwise?”

“You did!” Fluttershy said, finally facing Rarity. “At the Bluestone, you told Twilight she was finally a mare because she slept with Solemn Guard. And yesterday at the spa, you said being an adult means knowing how to be intimate with other ponies. And just now, you said you were coming because a filly needed your help. Not a mare. Not an adult. I’m older than you, and I’ve never had a marefriend, and I’ve only ever been kissed once, and I’ve never been with anypony, and the rest of you girls have already done all of that, and you’re all leaving me behind, and you all think I’m just a filly, and you think I’m just a filly, and if you think so it must be true, and that hurt so much, because I want you to think I’m beautiful and smart and like—like—like we’re equals, and I thought that if I could just have sex, you would think I was an adult again, and—and I don’t know. I just wanted you to think I was an adult.”

Rarity was silent for a moment, her expression confused. Then she said, softly, “Oh my.” She leaned back and frowned. “I believe a very dramatic misunderstanding has occurred between the two of us.”

Fluttershy kept quiet.

Rarity sat up onto her haunches and lifted her teacup back off the bedside table and took a sip. She wrinkled her nose. She slowly set it back down. She tapped her hoof on the bed and bit her lip. “Well,” she finally said, “I think I have spoken very poorly these past couple days. I…” Rarity closed her mouth and looked down at Fluttershy.

Fluttershy looked away.

But two hooves wrapped around her waist and pulled her up onto her haunches and turned her around. Then Rarity’s face was just in front of hers, her nose nearly touching Fluttershy’s own, her eyes wide and brilliantly blue, her smile warm and sincere.

“First, I need to make one thing very clear, because I don’t want you ever misunderstanding this ever again,” Rarity said, and Fluttershy could smell her breath, minty and sweet. “You, Fluttershy, are beautiful and smart and so much more than just my equal. You are better than me in a million different ways, and you are the pony I most look up to. You are the pony I most want to be like.”

“R-really?”

“Absolutely.” Rarity nuzzled Fluttershy’s cheek. “You can’t possibly know the number of times I’ve wished I could have your poise, your grace, your humility, your loving gentle spirit, your limitless capacity for sympathy and kindness and for seeing the best in others, your inexhaustible desire to be helpful and good towards everyone you meet. You are an exceptional pony, Fluttershy, and I am so grateful to be your friend.”

Fluttershy felt herself smile, wider than she could ever remember, and she couldn’t stop. She felt light, happy. She grabbed Rarity in a light hug and said, “Thank you.”

“And,” Rarity said, giving her a friendly squeeze before pulling back, “you are an adult. Of course you are an adult. I misspoke before, and I misled you, and I am sorry for that. Sex is important. Sex is part of being an adult. But it is not being an adult. You are an adult because you are intelligent and mature and responsible, because of your experience and knowledge and wisdom, because of your ability to help so many, to care for so many animals and ponies. It doesn’t matter how many times you’ve been kissed. A mare isn’t more of an adult than anyone else just because she’s been with more ponies. You are an adult mare, and it would be simply ridiculous for anypony to ever suggest otherwise.”

“But, I mean, thank you, but—that’s not really what you said before. You seemed really insistent about it before.”

“Because intimacy is still a part of adulthood,” Rarity said, nodding. “I don’t want you to find love and a pony you can be intimate with because I think you’re a filly or you’re not developing quickly enough or some such other nonsense. I want you to find intimacy because it is a beautiful experience that can enrich anypony’s life. I want you to find love because you, more any other pony I know, deserve to feel loved, deserve to be loved. You are such a wonderful pony. I only wanted to help, and I guess I made a mess of things. But I simply want you to find love, Fluttershy, for yourself, because you are beautiful and wonderful and deserve to be loved. Do you understand?”

“I…” Fluttershy's voice caught, and so she nodded and smiled instead.

“Good,” Rarity said. “I hope that clears up all the misunderstandings. Is there anything else?”

Fluttershy shook her head, and then watched Rarity for a moment, and then asked, “Can I, um, can I please maybe hug you for a little while?”

Rarity rolled her eyes and smiled. She wrapped her hooves around Fluttershy and held her close.

Fluttershy went limp in Rarity’s hooves and let herself be held. She felt all the tension and worry and anxiety of the last couple days fall away from her like dirt slipping off her coat in the cleansing water of a hot shower.

Rarity didn’t think she was a foal. Rarity didn’t look down on her. Rarity even looked up to her! To Fluttershy! And of course she did. Rarity was her friend. She never would have thought anything different. Fluttershy wondered how she had ever been so silly. She knew she still had to deal with her feelings for Rarity, and that she had still accidentally stumbled on what must have been one of Rarity’s most closely kept secrets. But she let those worries pass as she rested her cheek on Rarity’s shoulder. Those could come later. For now, she just wanted to feel Rarity and know her friend was close and always would be.

“I suppose,” Rarity said after a long while, letting go, “that you’d probably like to know the story behind my vulgar alter ego now?”

Fluttershy finally pulled away, though wished she didn’t have to. “You don’t have to tell me if you don’t want to. I won’t tell any of the other girls.”

“No, I’ve actually wanted to speak with you about this for a long time. It’ll be something of a relief to finally be able to talk about, though I do think I’d prefer if you kept this between just the two of us for a while longer.”

“Of course.”

“Well,” Rarity said, and smiled, “are you going to ask or not? The curiosity must be positively killing you, yes?”

“Um, how did you become Sapphire?”

Rarity sat back and grabbed her teacup again and took another drink. She grimaced. “I don’t know why I keep drinking this,” she said, and set it back down and pushed it far away from herself. “The story is a simple one. Velvet and I have known each other for a long time. She’s older than she looks. I know she can seem a bit… preposterous, but she is a very good pony. She helped me once when I very dearly needed a shoulder to cry on and didn’t know who to turn to, but that’s another story. I’ve also known of her, eh, occupation for a long time. I didn’t look down on her for it, of course, but it wasn’t something I ever had any interest in, and I did have some trouble understanding why a pony like her would keep at it as she does. If all some ponies want out of a relationship is a single night of vapid, meaningless amusement, then, well, so be it. I suppose a business like Finest Companions—and what a terribly gauche name, I’ve always hated it—provides those types of ponies with a unique service.”

“You don’t sound like you like escorts very much, for, um… ”

“For being one?” Rarity asked, smiling.

“Well, yes.”

“I don’t, or I do. It’s complicated.” Rarity frowned. “It’s not that I dislike the escorts themselves. It’s more that I dislike the kind of casual intimacy an escort service can promote. Intimacy is about so much more than just the vulgar. It’s about being in love, about feeling in love, about connecting with another pony both emotionally and physically.”

“But, why are you an escort, then?”

“Because I discovered that I could do that as an escort, too,” Rarity said, and shrugged. “Velvet often attempted to recruit me as a companion, mostly in jest. But then one day she asked me again, very seriously this time. She told me about a client who badly needed the help of a pony like myself. When Velvet explained who that pony was and how I could help, I simply couldn’t say no. And then I was an escort.”

“Who was it?”

“Any other pony and I would refuse to tell.” Rarity winked. “But I believe I can make an exception for you. However, you have to absolutely promise to never breathe word of this to a single other soul.”

“I promise,” Fluttershy said.

“It was a certain lonely, overworked, small town schoolteacher who I’m certain you know,” Rarity said, smiling in a distant kind of way. “She was… going through a difficult time, both in her work and in her private life. She needed somepony to talk to, somepony to listen, somepony to comfort her, somepony to tell her she was beautiful, somepony to make her feel loved. So that’s what I gave her. We met semi-regularly for nearly a year before I helped her and Pinkie Pie kindle their relationship.”

Fluttershy thought on that. Pinkie Pie and Cheerilee had seemed such an odd match. It had really been Rarity behind it all, Rarity giving happiness to others. But Velvet had said… “Velvet said you’ve only ever had two clients.”

“I guess I’m rather unusual for an escort,” Rarity said, laughing lightly. “The other, if you’re curious, I tried to set you up with today, and I do still think you should give Flitter a chance, though I guess now I know why you didn’t. But yes, I’ve only ever had two clients. I have no interest in silly paid-to-order romps in the hay. I’m only interested in ponies who need my services. I’ve never charged before, either.”

“Why don’t you charge? Why do you do this at all?”

“Do you remember the story I told you about Dire Straits, the first colt I ever kissed?” Rarity asked.

“Um, I think so.”

“I gained nothing from my date with Dire Straits. I wasn’t attracted to him. I don’t think we ever spoke again, simply because we had nothing to speak with each other about.” Rarity reached for her teacup, certainly now long cold, but seemed to think better of it and just hung her hoof over the side of the bed instead. “A pony cannot live her entire life without intimacy. It would be a miserable existence to go forever without feeling the familiar touch of another. I believe very strongly that everypony deserves to feel wanted, to feel loved, to be comforted. Everypony deserves to be called beautiful by a mare that means it. That’s why I went on that date with Dire Straits, and that’s why I am an escort of the unfortunately named Finest Companions. Because, for a myriad of different reasons, some of which I suspect you are familiar with, some ponies aren’t able to feel loved or wanted on their own. They need help, and so I help them.” She turned to Fluttershy. “Does any of this make any sense at all? Or am I speaking nonsense?”

“No, I understand,” Fluttershy said. “And, um, I think it sounds like a very lovely thing to do.”

“I’m glad you think so.” Rarity smiled. “I’ve just realized, as of tonight, I’ve actually had three clients. You’re my third.”

Fluttershy blushed. “Oh, but I don’t count.”

“And why not?”

“Because we… we’re not going to…” Fluttershy’s blush deepened. “I mean, not that I wouldn’t like to—but that would be very rude, and, um inappropriate. I would never ask you to do something like that for me.”

Rarity laughed. “Fluttershy, you’re becoming embarrassed again. What did I say?”

“Um, not to be embarrassed?”

“Exactly,” Rarity said, smiling playfully. “I’m really in a much more compromising position than you are. Besides, you hired me for a service, yes? As a business mare, I would consider it a great dishonor not to fulfill my business obligations.”

Fluttershy’s blush had become a permanent feature of her face. “Oh, um, well, no thank you.”

Rarity watched her closely, a playful, knowing look in her eyes. “Dear, why did you hire Sapphire?”

“Um, didn’t I already explain that?”

“No, I mean Sapphire specifically. You could have chosen any companion, but you chose Sapphire. Why?”

“I guess…” Fluttershy thought back to her meeting with Velvet. “I wasn’t going to go through with it at all, because I didn’t think I could do it. But then I saw Sapphire, and she seemed a lot like you. Then I thought, if I was with somepony like you, maybe I could do it, because… because I like you a lot and sometimes you make me feel like I can do a lot of things I normally couldn’t. Is that okay?”

“It is perfect,” Rarity said, and rested a hoof on Fluttershy’s shoulder. “You said you have kissed another pony before, yes?”

“Um, yeah.”

“May I ask who?”

Fluttershy rubbed her knee. “It was Rainbow Dash.”

Rarity’s eyes widened. “So you two were an item once?”

“Not really,” Fluttershy said. “It was in flight school, and it was Hearts and Hooves Day, and we were spending the day together because neither of us had marefriends. Rainbow wanted to try kissing, just as friends, to see what it was like. So, um, we did.”

“And then what happened?”

“Then Rainbow Dash made a face and said it was lame and we never talked about it again.”

Rarity giggled. “And what about you?”

“What about me?”

“Did you enjoy it?”

Fluttershy realized that Rarity’s hoof was still on her shoulder, and that Rarity had begun playing with her mane. Fluttershy liked how it felt. “Yes,” Fluttershy said.

“So you’ve wanted to be with her since then, yes?”

“I liked Rainbow Dash for a long time after that, but I grew out of it.”

Rarity smiled and leaned forward. “And have you ever wanted to kiss me?”

Fluttershy’s voice caught, and she glanced at Rarity to see if she was joking, but Rarity didn’t smile or laugh. She watched Fluttershy closely. Fluttershy looked away and said, “Um, yes. Sometimes.”

Rarity’s hoof moved away from Fluttershy’s shoulder and drifted along her cheek and then rested underneath her chin. She turned Fluttershy’s head towards her. Fluttershy looked Rarity in the face for the first time that night. Rarity, as always, looked perfect. She wore a little more makeup than usual, her lips appeared a little larger and redder, her eyes darker, her eyelashes blacker and longer. And Fluttershy realized how incredibly close they were. Their sides were touching. Their tails overlapped. Fluttershy’s wing had extended and hugged Rarity’s back. “Darling,” Rarity said, “would you like to kiss me now?”

Fluttershy’s looked at Rarity’s eyes, and then at her lips. “Yes,” she said, voice a whisper.

Rarity smiled. “Then please do.”

Fluttershy hesitated, then leaned forward, and her face and neck and chest felt warm, and Rarity’s lips seemed much too close much too soon. She lost her nerve at the last second and kissed Rarity on the cheek, instead, then abruptly pulled away.

“No,” Rarity said, and Fluttershy could feel her friend’s warm, humid breath on her neck. “Like this.”

Rarity leaned forward, too quickly for Fluttershy to react, too quickly for Fluttershy to prepare, too quickly for Fluttershy to realize what was happening. And Rarity’s lips pressed against her own, warm, soft, slick with makeup. Rarity’s lips lingered, and then pulled away.

Fluttershy sat absolutely still again, her mind blank.

Rarity, still close, smiled brilliantly. “How was that?”

Without thinking, with nothing in her mind but the desire to feel Rarity’s lips again, Fluttershy rushed forward. She kissed Rarity on the lips. Fluttershy tilted her head and closed her eyes, and Rarity’s lips melded perfectly with her own. Fluttershy explored Rarity’s lips, and Rarity yielded to her, her mouth curved in the shape of a smile. Fluttershy reached a hoof up and around Rarity’s neck, and then Rarity’s back, and then in Rarity’s mane, felt desperately for Rarity’s body. And Rarity was there, allowing herself be explored, gently encouraging. Her skin was a soft warmth encasing love and support. She was confidence and wisdom.

Fluttershy, bolstered by Rarity’s confidence, reached two hooves around Rarity’s shoulders, along her cheek, down her flanks, on her withers, feeling everything and everywhere. Rarity subtly guided Fluttershy’s hooves and lips, their breaths intermingling, the air between them hot, their chests pressed together.

Fluttershy felt something wet slip along the outside of her lips, and she squeaked and pulled away.

But Rarity wrapped two hooves around her neck and held her. “Dear, open your mouth,” she whispered.

“Why?” Fluttershy asked. Rarity still held her, seemed to hang over her. They were so close, and the taste of Rarity’s lips lingered in Fluttershy's mouth, minty like mouthwash and sweet like perfume. Fluttershy could hardly comprehend it all, too much too understand, too much to feel all at once, and Fluttershy felt her total inadequacy in the face of Rarity’s knowledge and experience.

Rarity kissed her on the tip of her nose. “Please, for me,” she said.

Fluttershy nodded and opened her mouth. Rarity's lips pressed around her own. Rarity’s tongue, warm, wet, smooth, touched Fluttershy’s, and Fluttershy shivered. Rarity’s tongue moved over then under her own, drew it out, wrapped her lips around it. She encapsulated Fluttershy’s tongue in velvety warmth for a single blissful moment. But Rarity let go and pulled back. Fluttershy felt her friend’s warm saliva rest on her lips, slip down her chin.

Fluttershy couldn’t, would not let her go, not yet, not this soon. She pressed forward, kept their lips together, slipped her own tongue into Rarity’s mouth. Rarity giggled and then mewled appreciatively and encouragingly into Fluttershy’s mouth and the sound of it vibrated down her throat. Fluttershy's breaths came short and shallow, taking in Rarity’s flowery perfume and humid breath with every gasp, and then something else, something musky and hot.

Rarity’s hooves pressed around her, held her close, stroked her back, rustled her wings, tussled her mane. Fluttershy felt safe, protected, like she was home. She felt loved. She felt in love.

Rarity—incredible, talented, experienced, and beautiful—Rarity was holding her, was kissing her, was loving her. An impossible dream had come true, stars had aligned, wishes had been granted.

Rarity’s hoof slipped down her stomach and pressed against her thighs, and Fluttershy’s whole body shuddered, and she moaned into Rarity’s mouth. Rarity held her and kissed her. Rarity pushed forward and guided Fluttershy onto the sheets, lay her tenderly on the bed.

Fluttershy lay on her back and Rarity hovered over her. Rarity became her sky, smiling, eyes blue and excited, mouth open and panting. She said, “If anything I do makes you uncomfortable, just say so, and I will stop at once.”

Fluttershy nodded. Her pink, messy mane lay around her neck, on her face, over her eyes, clung to her lips.

Rarity leaned down and brushed her mane away, and Rarity’s own fell around them both like a lavender curtain, and then Rarity kissed her. Their tongues met again, liquidly, effortlessly. Rarity lay over top of her, her whole body pressed to Fluttershy’s. Fluttershy felt her friend’s heartbeat, quick and steady, felt her chest rise and fall, felt her exhaled breath. Their heartbeats and breaths were in time, in rhythm together. Their bodies seemed to meld together. Fluttershy felt Rarity’s flesh everywhere, all over her, strong yet yielding, wise yet teaching. Their hooves and legs entangled.

Rarity moved up, kissed Fluttershy’s ear, got her teeth around its very tip and nipped softly. She kissed Fluttershy’s cheek, her neck. She whispered into her ear, so close and so quiet that only Fluttershy could have heard, meant only for Fluttershy, she whispered, “You are beautiful. You are perfect.”

Fluttershy could have collapsed then. Fluttershy could have lain there and never gotten back up. The world could have ended and it would not have marred the moment in the slightest. Fluttershy could have stopped there and been forever satisfied.

But Rarity did not stop. Rarity moved down her neck, nipping and sucking at Fluttershy’s skin. Fluttershy felt Rarity’s lips and teeth at her neck, at her chest, ticklish and pleasant. Rarity’s hooves massaged Fluttershy’s thigh, gently, insistently. She kissed Fluttershy’s chest then her stomach, long, lingering, soft, and wet. Fluttershy squeaked and moaned and gasped quietly with every kiss. Fluttershy’s insides tensed and burned, a terrifying and desperate and wonderful pressure building up inside herself. Rarity kissed her thigh, then her other thigh, and then planted a long kiss right between Fluttershy’s legs, and Fluttershy felt Rarity’s tickling breath and the softness of her friend’s lips in places she rarely dared touch even while alone. She gasped and closed her legs shut.

Rarity sat up and looked down at her and smiled, and everywhere Rarity had touched before Fluttershy felt cold and longed for Rarity’s warmth to return to her. Rarity kept her hoof on Fluttershy’s thigh, stroking slowly, up and down, in small circles, warmly, encouragingly. “Dear, do you want this?” she asked. “We can wait, if you prefer.”

Fluttershy barely heard her friend’s voice. She couldn’t think of anything past the feeling of Rarity’s hoof on her thigh, light, gentle, stroking up and down, closer and then away and then closer again, and how much she wanted Rarity to touch her. She looked up at Rarity and tried to speak, but couldn’t find her voice, and so nodded instead.

“Thank you,” Rarity said, and leaned down and kissed and suckled at Fluttershy’s thigh. “This is for you.” She moved to Fluttershy’s sex and kissed there, slow and long, while she reached up and massaged Fluttershy’s thighs.

Fluttershy shuddered, and the tension grew inside her. She felt Rarity’s mouth, her tongue, beautifully wet, smooth, soft, warm around between her legs and then Rarity slipped it inside. Rarity’s tongue was inside her. Fluttershy repeated that thought over and over again. Rarity was inside of her, even if only a little bit, but Rarity was inside her. Fluttershy was closer to Rarity now than she had ever been, than she would ever, could ever be. Rarity massaged and kneaded at her with her tongue and her lips and her hooves, and the tension between Fluttershy’s legs grew and grew, and it felt like nothing she had ever felt before, nothing she had ever imagined.

But what mattered so much more than the feelings was that it was Rarity that caused them, Rarity that worked this beautiful pressure between her legs, Rarity that loved her. It mattered so much more than anything that she was with Rarity, that she could feel Rarity inside her, that she could smell Rarity’s perfume and musk, that she could hear Rarity’s melodic, rhythmic hums and pants. It felt so different than any time Fluttershy had ever touched herself, to feel somepony else’s touch, to give herself up to somepony else, to give herself up to Rarity.

Rarity’s tongue was long and flexible, and it stroked her sex in a quick, excited rhythm, while Rarity’s lips and tickling shallow breath brushed against her, and Rarity’s hooves massaged her thighs. Much too soon, every muscle in Fluttershy’s body clenched and tightened, and the muscles inside herself grasped at Rarity’s tongue, and the building tension and pressure broke and dissolved.

It wasn’t an explosion and it wasn’t the breaking of a dam. It was waking up from an afternoon nap, feeling rested, feeling ticklish and tingling and pleasant all over. Fluttershy felt loved. Fluttershy felt beautiful.

Fluttershy went limp and closed her eyes and her breaths came more and more slowly and her thundering heartbeat calmed. Rarity moved up beside her and lay down with her and held her close, and Fluttershy felt Rarity’s breath and heartbeat slow. Rarity rested her head on Fluttershy’s chest. They lay together.

“How do you feel?” Rarity whispered.

Fluttershy stirred and kissed Rarity. “It was perfect. Thank you so much.”

They lay together for a long time. Rarity hummed a melody Fluttershy vaguely recognized and reached a hoof into Fluttershy’s mane and ran it through her hair.

Fluttershy listened to Rarity’s humming and wished the moment would never end. She felt satisfied, contented, at peace. She lay in Rarity’s hooves, felt Rarity’s breath on her chest. She was Rarity’s, at least for now, body and soul. After a long time, she asked, “Can I do that to you now?”

“Of course,” Rarity said. “Anything you want.”

Rarity kissed her and then got up and rolled over and lay on her back. She gestured Fluttershy towards herself.

Fluttershy got up and stood over Rarity and looked down. She looked between Rarity’s legs, spread wide and welcoming. She had, of course, seen small glimpses and stolen surreptitious glances before, but she had always averted her gaze out of politeness. Now, incredibly, Rarity presented herself to her, welcomed Fluttershy to see. Fluttershy looked and did not look away. Rarity’s sex was different from hers, pink and fleshy and wet and exposed.

Fluttershy looked past Rarity’s stomach and chest and into Rarity’s eyes. Rarity smiled to her and slipped a hoof down her own side and thigh. She stretched and massaged her folds, and she panted softly and looked to Fluttershy and breathed, “Come, dear.”

Fluttershy bit her lip and hesitated. “How?” she asked.

“Kiss me,” Rarity said, still stroking herself with her hoof.

Fluttershy leaned forward, coming close, and took a deep breath. Rarity smelled of musk and sweat, and the bodily scent was so much more enticing than the flowery scent of the perfume, so much more real and raw. Fluttershy moved underneath Rarity’s hoof, Rarity’s warm thighs on either side of her head, and did just as Rarity had told her. She kissed Rarity's pink, sensitive flesh. Rarity felt wet and warm against her lips, not seeping wet, but lightly damp like dewy flower petals in the early morning. Fluttershy tentatively licked, and her tongue slipped easily over Rarity’s slick folds. Rarity tasted wet and watery and vaguely coppery.

Fluttershy licked again, then again, exploring Rarity’s folds. It felt a little like Rarity’s mouth, like kissing her, except much, much warmer. Fluttershy couldn’t believe how hot Rarity felt. Hot as the spa’s sauna or a steaming bath. The heat radiated off and out of her and seemed to spread through the whole room. And Rarity moved. When Fluttershy pressed her tongue inside, inner muscles subtly contracted and extended around her tongue. It was as if Rarity’s whole body responded to her, and Fluttershy felt a foreign sense of power and control, one she had never before felt in the presence of her friends, and especially Rarity.

“Darling, more,” Rarity said, eyes closed, pushing harder between her legs with her hoof, nearly hitting Fluttershy in the forehead.

Fluttershy’s sense of control evaporated, then. She needed to do better. Rarity had given her so much tonight, and Fluttershy needed to give something back, show Rarity she could do this too, that Fluttershy could be an adequate lover. She tried to remember what Rarity had done with her lips and mouth and tongue earlier, tried to mimic her friend’s movements. She stroked at Rarity’s folds, pressing firmly, and tried quick flicks of her tongue and tickling with her breath and lips.

But Rarity kept massaging more and more vigorously with her hoof and sounded like she was getting frustrated. Fluttershy tried to go faster, to do something different, anything that would please Rarity, but she began to feel discouraged. She was clumsy and inexperienced. She didn’t know what she was doing. She couldn’t make Rarity feel how Rarity had made her feel.

“There!” Rarity cried out suddenly. “Right there, dear.”

Fluttershy paused, then repeated exactly what she had done before. A quick firm lap, just a little bit inside, along the side of Rarity’s inner flesh.

“Good,” Rarity said, sounding relieved, her hoof slowing. “Just keep doing that, please.”

Fluttershy complied. She lapped again and again at the same spot, sometimes more slowly and sometimes quickly, searching for the right rhythm. Rarity began pressing and stretching with her hoof in time with Fluttershy’s tongue, and Rarity’s breaths became quick and shallow. And she started to moan, to squeak, like she did sometimes during massages at the spa. Fluttershy had never felt so in love with Rarity’s voice. It had never sounded so much like music.

Fluttershy worked harder just so she could hear more of Rarity’s voice, and she was not disappointed. Rarity rewarded her ministrations with longer, louder, deeper moans. Fluttershy flicked her tongue and Rarity breathed deep and squeaked, and Fluttershy loved it because it was her, it was Fluttershy that had caused it. The sounds were beautiful because each one was a confirmation from Rarity that Fluttershy, in spite of all of her clumsiness and ignorance, was making Rarity feel something like Rarity had made her feel. For the first time, Fluttershy could show Rarity just how much she loved her.

Rarity’s hoof went out of time with Fluttershy’s tongue and Rarity stroked at herself without any rhythm at all. Her breath and moans came wild and desparate. Inside, her muscles tensed all at once, grasped at Fluttershy’s tongue. Then Rarity’s hoof stopped and she let out a long breath and went limp.

For a moment, Fluttershy worried that she had done something wrong and hurt her friend, but then she saw the placid, satisfied smile on Rarity’s face. Fluttershy moved up and did exactly as Rarity had done for her—she lay down and held Rarity close. She waited for Rarity’s crazy heartbeat to calm.

“Did I do it right?” Fluttershy asked, resting her head on Rarity’s shoulder.

“You did it perfectly,” Rarity said, eyes still closed.

“I’m sorry I’m not very good.”

“It comes with practice,” Rarity murmured, a wry smile on her face. “And I expect you and I will have plenty of opportunity for practice together in the near future.”

Fluttershy’s breath caught. “What do you mean?”

“This is something marefriends often do together, if you didn’t know,” Rarity said, opening one eye and looking over at her.

“You… you want me to be your marefriend?”

“If you’ll have me.”

“Are you sure?”

Rarity leaned up and kissed Fluttershy on the lips, long and deep, then lay back down.

Fluttershy didn’t know what to say. She couldn’t say anything at all. She settled down and smiled so much it hurt her face. “Will we be real marefriends?”

“Of course.”

“And go on dates and buy each other gifts and spend Hearts and Hooves Day together?”

“Absolutely.”

“And… and…”

“And we will spend our nights in each other’s beds.”

Fluttershy nuzzled Rarity’s neck and cheek. “Rarity,” she whispered, “I think I’m in love with you.”

“And I you,” Rarity said, sounding happy and sincere and tired, but then she frowned and sat up. “Fluttershy, you really love me, don’t you?”

“Um, yes,” Fluttershy said, feeling worried. “More than anything.”

Rarity watched her closely, then smiled. “Dear, I don’t want to mislead you. I do love you as well. As a friend, but not more.”

Fluttershy opened her mouth to object, but couldn’t find her voice, or even her breath. It didn’t make sense! How was it possible. After all they had just done, after how Rarity had treated, how could she not—

“However,” Rarity said, nuzzling her neck, “I believe I could, with time. You are beautiful, and you are wonderful, and I would absolutely love to give a relationship with you a chance. I just… I can’t make you any guarantees, do you understand?”

“Yes,” Fluttershy said, feeling relieved.

“And is that okay?” Rarity asked.

“Of course,” Fluttershy said.

“Good.” Rarity lay back down with her.

“Thank you so much, so much, so much for all of this,” Fluttershy said.

“Hush now.” Rarity brought a hoof around Fluttershy and held her tight. “Let’s rest.”

Fluttershy nodded and stayed quiet. She didn’t fall asleep for a long time, but that was fine. She didn’t think Rarity was asleep, either. They lay together. They held each other close. They breathed slowly and sweetly. Fluttershy lay her head on Rarity’s chest, and felt Rarity’s hooves pass through her mane and up and down her back, and she could not stop smiling.

Epilogue

Fluttershy settled down in the mineral bath at the spa. Rarity moved into the water and sat down close beside her.

Fluttershy had insisted they visit the mineral bath today, and Rarity had obliged.

The warm water rose up around Fluttershy’s shoulders and the steam drifted about her face as she listened to Rarity speak.

She looked over at Rarity and thought she was beautiful and wanted to kiss her, as she had a thousand other times at the spa. But this time was different. Because all those other times, Fluttershy would have been too scared or pretended she didn’t feel that way at all. But now, Rarity was her marefriend, and Fluttershy wasn’t scared.

Fluttershy leaned over and kissed Rarity on the lips, halfway through one of Rarity’s retellings of the date Rarity had set Flitter on with Ballet Rose the day before.

Rarity raised an eyebrow, but did not pull away. Their lips melded together.

“What was that for?” she asked when Fluttershy finished.

“I just love you a lot,” Fluttershy said, feeling light and happy.

“Well, thank you. I love you, too,” Rarity said, and smiled, and then continued her story.

Fluttershy settled down again and listened to Rarity’s voice without hearing any of the words.

Author's Notes:

Huge thanks to Meridian Prime, Endorb, Aragon, and A Hoof-ful of Dust for proofreading!

Art used in cover by Killryde.