Embers take flight

by Flutterfan457


Chapter 2

Spike was slowly walking back to the library, feeling defeated and depressed. Ever since the slumber party three days ago, Rarity barely talked to him anymore and never let him stay at the boutique for any reason. Did he do something wrong at the sleepover? Was she mad at him for laughing at her coin flip? He sat down by a tree and tried to think. Twilight wanted him to come back to the library once he was done with Rarity, but he didn't really care at the moment. He just wanted to be alone and think. He leaned back and stared off at nothing, hoping to just doze off.

Meanwhile, Fluttershy was happily skipping through town, simply enjoying the day. She hadn't seen Spike since the sleepover, but she was still very happy about having so much fun with him. She hadn't told anyone about her kissing him; she doubted Twilight would be pleased about that. But ... She stopped and couldn't hold back a sigh of joy.

"He's such a good kisser."

She started to hop a bit as she remembered that night. As she did, Pinkie Pie spotted her and became very curious. Fluttershy continued to happily trot through the town. As she purchased some items, the clerk looked surprised at her behavior.

"Never seen you so upbeat before, kid."

Fluttershy blushed but smiled brightly. The clerk looked at her curiously.

"Geez, you gettin' married or something?"

Fluttershy gasped at the suggestion, but sighed happily a second later and felt elated at the thought.

"I hope so....."

The clerk looked dumbfounded as Fluttershy paid him and left. She kept thinking about the idea of her and Spike getting married. She started to skip as she fantasized what it would be like.

~

Fluttershy was wearing a beautiful white wedding dress, waiting for her cue. She held her bouquet in her left hoof while trying to still her heart. Her father was by her side, his eyes bright and happy and overflowing with tears of joy. He gently drapped his wing around her in a hug. Fluttershy looked up to him and smiled. They heard a chorus of songbirds and knew it was time.

The doors before them opened and they slowly walked forward. It was a very small wedding. Mostly family were gathered to see this. Fluttershy saw only the people that mattered most were present. Fluttershy's own family and her groom's watched in joy as her father led her to the pulpit. Her friends were all acting as bridesmaids. The crusaders were happily skipping down the aisle spreading flowers. Shining Armor and Twilight's father were acting as the groomsmen.

But Fluttershy barely noticed them. Her attention was focused on her handsome husband to be. There he was. Spike. Her Spike. He was dressed in a perfect tuxedo and top hat. His eyes were full of love and joy as he gazed at his approaching bride. Fluttershy felt her heart jumping in bliss. She finally had her one and only that she had wanted for so long.

Her father brought Fluttershy to her place and gave her one last hug before going to her mother who was weeping for joy. Princess Celestia began the ceremony.

"Dearly beloved, we are gathered here to bear witness to the union of Fluttershy and Spike. If anyone has any reason these two should not be together, speak now or forever hold your peace."

They waited for a few seconds as no one spoke. Celestia continued.

"Fluttershy. Do you take this man to be your lawfully wedded husband? To honor and love for as long as you both shall live?"

Fluttershy felt her eyes fill with tears of happiness as she looked into Spike's eyes. She took a breath and answered.

"I...I do."

She heard her friends behind her starting to weep for joy, especially Twilight who could barely control herself.

"Spike. Do you take this woman to be your lawfully wedded wife? To honor and love for as long as you both shall live?"

Spike's smile widened as he gazed into Fluttershy's eyes.

"I do."

"Then by the power invested in me, by the kingdom of Equestria, I know pronounce you man and wife. You may kiss the bride."

Celestia had barely finished when Fluttershy had pulled Spike close and they shared a happy loving kiss. Everyone present applauded except for Rainbow Dash who flew high into the air. A moment later, she executed a Sonic Rain boom. Fluttershy barely heard her shout "Best wedding EVER!"

~

Fluttershy ended her fantasy and floated in place as she felt a warm tingle flow through her. She shuddered in joy and nearly laughed for how much happiness the thought brought her. She held back and simply cheered in her own way.

"Yay!"

She suddenly noticed someone hopping beside her. She looked and saw Pinkie Pie jumping and looking very excited.

"HI!"

Fluttershy recoiled and she held her wings to her side, making her fall to the ground. She hid her face in her hooves as her face turned bright red. Pinkie looked at her happily with a big smile. Fluttershy fidgeted nervously and questioned Pinkie.

"How....how long were you watching me?"

"Well, I saw you skipping and wondered what you were up to! Then you started hopping and looked so happy and I wanted to know why!"

Fluttershy looked very embarrassed and wanted to run from Pinkie, but knew better. Rainbow Dash had tried constantly to get away from Pinkie, but every time she never could. Fluttershy knew she couldn't even hope to try. She sighed nervously.

"Could....could we go somewhere private? Please?"

Pinkie looked very curious but nodded. Pinkie led Fluttershy to Sugarcube Corner. When they entered, Cupcake was at the counter and noticed Fluttershy looking more nervous than usual. Pinkie led Fluttershy to her room and closed the door behind them. Fluttershy shifted in place as Pinkie smiled at her, waiting to hear what made Fluttershy so happy.

"P-pinkie?"

"Yes?"

"I...I need you to promise you won't tell anyone."

"Cross my heart, hope to fly, stick a cupcake in my eye!"

Fluttershy inched closer to Pinkie, still afraid someone would hear her. Pinkie leaned closer in anticipation. Fluttershy was nearly shaking in fear.

"I...I..."

Pinkie leaned in closer and closer, a big smile on her face. Fluttershy finally couldn't take it anymore and shouted.

"I'M IN LOVE WITH SPIKE!!!"

Fluttershy slapped her hooves over her mouth realizing how loud she yelled. Pinkie's eyes were wide with joy and she smiled wide. She started jumping for joy while Fluttershy continued to feel embarrassed with herself.

"Ohmygosh! Ohmygosh! Are you two dating now?! Has he taken you out yet?!"

Pinkie continued to ask her about their relationship not even noticing Fluttershy retreating into herself. Pinkie finally stopped to see Fluttershy lying on the floor hiding her face in her wings. Pinkie smiled warmly and helped Fluttershy to her feet.

"Is that why you were so happy?"

Fluttershy brushed her hoof against the ground and smiled shyly.

"Well...I...I was....I was thinking about....us....our wedding."

Pinkie gasped for joy.

"YOU'RE GET-"

She shoved her fore hooves into her mouth to stop herself. She continued in a whisper.

"You two are getting married?"

"Well…I...I just..."

Fluttershy sighed blissfully as the thought returned to her and she started to hover and giggled blissfully. Pinkie hopped in excitement. Fluttershy continued.

"I've just always wanted him to be my special somepony. I...I'd give anything for him to see how I feel."

"Well, why don't you tell him?"

Fluttershy looked very worried and Pinkie thought she knew.

"Oh, right. Rarity."

"Well, actually..."

Fluttershy rubbed her foreleg awkwardly while Pinkie tilted her head in confusion.

"You know that Rarity and I had a sleepover at Twilight's, right?"

"Uh-huh."

"Well, Rarity said she doesn't care for Spike like he does for her. She does consider him a friend, but that's all."

Pinkie looked surprised.

"Does Spike know?"

"No. Twilight got very upset with Rarity and told her to stop. Twilight wants to work Spike out of his crush, so now Rarity is going to turn him away when he tries to help her."

Pinkie thought on this for a second with her hoof to her chin. She suddenly smiled bright.

"You could tell him how you feel and that would-"

"NO!"

Pinkie recoiled but Fluttershy continued looking very scared.

"Twilight knows how I feel and....I....I just don't want to lose him before I even have a chance."

Fluttershy started to cry. Pinkie gave her a gentle hug hoping to calm her. Fluttershy calmed down after a few minutes and wiped her eyes.

"I just....I want him to be as happy as he's made me."

Pinkie smiled at her.

“How could anypony not be happy to be with you?”

Fluttershy smiled shyly but Pinkie continued.

“You can take WAY better care of Spike than Rarity. I’ll bet when he sees how much you care, you’ll be together forever and ever!”

Fluttershy gave Pinkie the biggest hug she could, thankful for her support.

“Thank you Pinkie.”

Pinkie hugged her back, still full of excitement for Fluttershy. The two left her room. As they went downstairs, Cupcake smiled warmly at Fluttershy. Fluttershy nearly jumped in fear thinking Cupcake had heard their talk. As the two left, Carrot cake looked curious and spoke to his wife.

"What are those two up to?"

Cupcake covered her mouth to hide a light giggle.

~

Fluttershy had left Pinkie and was continuing her errands. As she was about to head home, she saw someone small sitting under a tree. As she approached, she realized it was Spike. She started to walk a bit faster, wanting to talk to him. When she reached him, she saw he looked very sad and was fiddling with his tail. She sat down beside him.

"What's wrong Spike?"

Spike sighed and didn't look at her.

"Just...thinking right now."

He pulled his legs to his chest and hugged them. Fluttershy placed a wing around him and gently caressed him.

"Is it Rarity?"

Spike nodded solemnly. Fluttershy gently cuddled him, to which he nuzzled into her thankful for the attention.

"What did she say?"

"Well....she just won't have me over anymore."

Fluttershy felt very guilty and wanted to explain to him, but she didn't want to hurt him or risk Twilight's anger. Spike continued.

"She keeps saying that it's not appropriate for us to spend so much time together. It looks like we're a couple..."

Spike started to cry gently. Fluttershy pulled him close into a hug and rubbed his back. He looked into her eyes as he continued to cry.

"What's wrong with us being together?"

Fluttershy felt a pang of empathy and nearly wept for him. She hugged him tightly, hating to see Spike so miserable. She cuddled him as he slowly settled down. She wanted to give him gentle kisses, but didn't want to make him uncomfortable. Once he had settled down, Fluttershy let him get to his feet and he wiped his eyes.

"Thank you Fluttershy. I...I gotta get back to the library before Twilight gets worried."

"Actually, Spike. If you'd like...I do have some gems at home. I could bake some for you."

Spike looked a little surprised, but did feel excited to have a gem based treat.

"Well, alright."

Fluttershy smiled and placed him on her back. Spike looked a little confused as he heard her happily humming and skipping.

~

Fluttershy returned home with Spike, still very upbeat. She set Spike down on the couch.

"Now stay put while I make you something special."

Fluttershy trotted happily into the kitchen. Spike sat and thought to himself why Fluttershy was so happy all of a sudden. He continued to think to himself until Angel hopped onto the couch and sat next to him. Spike smiled and scratched his head. While Spike didn't think they were very close, there was a mutual respect between them since he tried to watch the animals. Spike noticed Angel's tail had little knots and was a bit messy.

"Need help with your tail Angel?"

Angel happily showed him his puff of a tail. Spike proceeded to fix the mess of fur to a perfect little ball of fluff. Angel looked at it and nuzzled Spike in approval. Spike smiled and gently scratched his head.

Meanwhile, Fluttershy watched the two from the kitchen, waiting for her work to finish baking. She thought this was the most adorable sight in the world. She wanted to run to him and hug him and tell him here and now how much she loved him. She knew it wasn't the right time, but she longed for the chance. She just stood silently, taking in the sight of him. She was shakin' from her thoughts by the oven dinging. She trotted to it and used an oven mitt to pull out a small cake with diamonds baked into it. She set it on the counter to cool off for a few minutes. She couldn't help but have more fantasies about her and Spike as she continued to watch him play with Angel.

~

Fluttershy was sitting in her den, gently rocking her baby as she fed it with a bottle. Her child was a little pony with dragon claws in place of fore hooves and dragon wings. Its coat was a light green and its mane and tail were a beautiful royal purple. The baby finished the bottle, giving Fluttershy a happy smile. Fluttershy gently placed the baby on her shoulder and carefully patted its back. A moment later, the baby belched and Fluttershy happily kissed its forehead and cradled it in her arms. The baby settled into sleep, feeling warm and secure in its mother's embrace. Fluttershy simply sat and smiled warmly, thankful for this moment. Her front door opened, and Spike entered quietly, smiling at Fluttershy and their child. He carefully tiptoed to them and gently caressed the baby's head. Fluttershy leaned down to Spike and kissed him lovingly.

~

Fluttershy leaned her back against the wall and slowly lowered to the floor as she sighed in absolute bliss. The more she thought about it, the more she wanted to be with Spike. She had never felt this way for anyone, pony of otherwise. She nearly started weeping for joy, wanting so badly to run to Spike and give him a kiss. She snapped out of her musings, remembering she still had a cake to finish. She trotted to it and saw it had sufficiently cooled down. She reached into her pantry and retrieved a tub of strawberry flavored frosting and a baking spatula. She applied a liberal amount of frosting to the cake, making sure it was spread out evenly to give it a neat appearance. Once she had finished, she walked to her refrigerator and found a slice of carrot cake for Angel in it. She knew he would get jealous of someone else getting attention. She picked up Angel's plate and trotted into the den to Spike who was still happily petting Angel. Angel immediately perked up at the smell of cake. Fluttershy set down the plate for him.

"Here you go Angel bunny."

Angel practically pounced on the treat and happily devoured it. Spike looked a little curious as Fluttershy led him into the kitchen. She presented the cake to him nervously.

"What do you think? Does...does it look good?"

Spike's eyes widened in delight and his mouth watered. He could see under the frosting, the cake had plenty of big gems baked into it.

"It looks....delicious!"

Fluttershy smiled in relief. Spike took a seat at the table and Fluttershy gave him the cake and a fork and knife.

"It's all yours Spike."

Spike's smile widened so wide it looked like his face would split. He happily started taking big bites of the cake. Fluttershy smiled warmly and let him enjoy. She checked on Angel and found he had finished his snack and was lying on his back, looking ready to doze off. Fluttershy giggled and took his plate. She returned to the kitchen and found Spike also finished the cake, his mouth covered in frosting with a dazed smile. Fluttershy held back a laugh as she looked at her boys and their silly antics.

She stopped and smiled brightly at what she just said.

Her boys.

Fluttershy honestly wished she could have that. A house full of happy boys, a husband and sons, looking up to her as a friend and caretaker. She took Spike's plate and set both his and Angel's in the sink to wash. Spike simply sat back comfortably and enjoyed his full stomach. Fluttershy gently rubbed his stomach, thinking he had a cute little round tummy. Spike suddenly covered his stomach with his arms and tail.

"Stay away from my stomach!"

Fluttershy covered her mouth to hide a smirk. Spike looked at a clock and saw it was close to sundown and dropped to the floor.

"Thank you for having me over and for the cake Fluttershy. I have to get goin'. Twilight will probably lose it for me coming home late."

Spike was about to leave, but Fluttershy stopped him, sensing annoyance in his voice.

"Is something wrong Spike?"

Spike sighed and fidgeted in place.

"It's just.....I wish Twilight would stop being so protective."

"Spike, Twilight just wants to make sure you're taken care of and safe."

"Yeah, yeah..."

Fluttershy placed a hoof on his shoulder. Spike looked a little frustrated as he continued.

"Everypony, especially her, never gives me a chance to try and be an adult. Everypony thinks I'm still just a little baby."

"That's not true Spike! You're a beautiful young man and a wonderful friend!"

Spike looked surprised but flattered and he smiled slightly at Fluttershy who suddenly felt completely unafraid. She started to lean closer to him as she continued.

“You have such a sweet and lovable personality. And…and you work so hard to show what an amazing person you are.”

Spike blushed lightly but he couldn’t turn his gaze away from Fluttershy. Her eyes seemed to draw him in. They felt so….warm. So inviting and caring. He carefully inched closer.

“Really?”

“Yes. And you…You’re more handsome than any stallion I’ve ever seen. You’re like a little gem, practically shining in the sunlight…”

In the back of his mind, Spike heard a voice telling him to stop. To not let this keep going and remember Rarity. But….he couldn’t take his eyes off Fluttershy. He started to realize how beautiful she is. He didn't realize he was moving closer and closer, as if by reflex. Neither he or Fluttershy spoke, they simply gazed deeply into each others' eyes. Angel hopped into the kitchen wondering what the two were up to. He smirked as he saw the two get closer and closer. He waited for them to kiss, but they stopped just a few inches away, too shy to finish what they started. Spike fiddled with his hands and tried to find the right words, but he couldn't think straight.

"Fluttershy...I....I've never..."

He couldn't say anymore. He was completely lost in Fluttershy's gorgeous, loving eyes. She held her breath, afraid to say or do anything for fear she would ruin the moment. Angel decided the two needed a little push. He hopped behind Spike and positioned himself for a kick. Once he was sure he could hit him just right, he stood on his front paws and gave him a good kick in the back. The force sent Spike forward and into a kiss with Fluttershy.

The two stood wide eyed for a second but fell deep into the kiss, carrying it on for quite some time. Angel dusted his hands off and smiled proudly. The two continued to kiss for a few minutes, lost in the feeling of acceptance and love they shared. Finally, they slowly pulled apart with an audible smack, their eyes barely opening. The stood still, trying to catch their breath and feeling their hearts pounding. Fluttershy felt like she'd found some divine paradise and it was inside the man she longed for. She knew now. She knew Spike was the one. He was her one and only. No one else could make her feel this amazing. Spike simply stood still, trembling slightly at this new sensation. He'd never felt anything like this before, not even from Rarity-

He gasped and his eyes widened as he slapped both hands over his mouth in horror.

Rarity.

Why the heck did he just do that? He was in love with Rarity! But why....Why was he feeling like this for Fluttershy? He started to shake in terror as he thought what Rarity would say if she found out. He started to gently cry, horrified at what he just did. Fluttershy became very worried for him and tried to place a hoof on him.

"Spike, what's wrong?"

Spike started to panic and he breathed erratically, trying not to weep. He ran away from Fluttershy, needing to get away from this new feeling. Fluttershy ran after him, but he disappeared. She looked confused for a moment, but suddenly realized why he was so scared.

"Oh no. Spike! Spike, I'm so sorry!"

She ran off, calling out to Spike hoping to find him and calm him down. Meanwhile, Spike was hiding in a bush, too afraid to leave it for fear Fluttershy would see him. He scrunched into a ball, biting back tears and trying to push out all the terrified thoughts of losing Rarity because of this. He needed to talk to someone. He needed someone to explain why he felt like this. He exited the bush and looked around, hoping Fluttershy was not near. When he saw it was clear, he ran into town, confused and afraid.

~

Fluttershy was frantically running through town, desperately searching for Spike. She had been practically screaming for him, becoming more and more afraid that she ruined her chance. She had asked everypony she found, becoming more and more desperate to find him. She didn't want-

"You come down from there right now!"

Fluttershy heard someone shout and trotted to find the source, thinking maybe someone was speaking to Spike.

The shout came from Rarity who, along with Applejack, were trying to get the cutie mark crusaders down from a diving board above a large pile of pillows. The three had the idea to try and earn a stunt performer cutie mark. They each were dressed in what looked like hobbled together safety gear, mostly bike riders' gear. The two grown ponies continued to shout at them. Rarity was ready to catch them with magic while Applejack was set to run up the ladder after them. The three were about to jump when they heard a shout.

"What's going on here?!"

Rainbow Dash zipped to the crusaders, looking curious what they were doing. Applejack shouted to her.

"Rainbow Dash. Get the girls down from there before they jump."

Rainbow looked at the three in surprise who grinned sheepishly.

"What kind of cutiemark did you think this would get you?"

"We're trying to get a mark in stunts! Lots of performers in the circus do this trick a bunch of times, so we thought it was a good way to start."

Rainbow gave them a knowing look.

"This ain't gonna work you three."

The crusaders slumped in sadness while Applejack and Rarity looked relieved.

"You need more pillows!"

Rainbow flew off and a few seconds later, came back carrying a massive pile of pillows. She set them under the diving platform and spun around them at high speed, making them into a thick, tightly bound pile.

"There! That should be better."

"RAINBOW DASH!"

Rainbow landed next to Applejack and Rarity who looked livid.

"That is not helping!"

"C'mon! There are worse ways they could try to earn a cutiemark."

"Ya'll seriously think this is a good idea?!"

"Hey, would you rather they try something without us around?"

Rarity and Applejack glared daggers at Rainbow. Raibow called out to the crusaders.

"Ready girls?"

"Ready!"

The three walked to the edge of the board and made ready to jump. Rarity and Applejack stood ready to catch them. Rainbow looked excited.

"On the count of three, take the dive! One....tw-"

"GIRLS!!!"

Everyone recoiled and saw Fluttershy looking infuriated.

"YOU COME DOWN FROM THERE RIGHT THIS MINUTE!!!"

The crusaders, knowing not to cross Fluttershy when she was upset, fearfully descended the ladder. As soon as they reached the ground, Fluttershy practically pounced on them and continued shouting.

"What in the world were you three thinking?! You could have been killed!"

The crusaders shook in fear, never seeing Fluttershy so angry. Applebloom tried to answer.

"We.....we were trying to earn-"

"This is not how you earn a cutie mark!"

Applejack held back Fluttershy and tried to calm her.

"Take it easy, sugarcube!"

Fluttershy turned her look at Applejack, coming very close to her infamous stare. Applejack stepped back in fear. Fluttershy realized what she had just done and recoiled in shock. She took heavy breaths, trying to calm herself.

"I....I....."

Fluttershy tried to hide her face in shame. Rainbow landed next to her, looking completely blown away that Fluttershy just shouted.

"What the heck has you so riled up Fluttershy?"

Fluttershy shook slightly as she tried desperately not to cry. She felt completely ashamed and wanted to run and hide. Rarity thought she knew why Fluttershy was so upset and placed a gentle hoof on her.

"Girls, would you excuse us?"

Rainbow and Applejack nodded and took their respective crusader home. Sweetie Belle carefully walked to Rarity's side, still fearful of Fluttershy. They walked to the Carousel Boutique in silence, each pony not wishing to start the conversation. Fluttershy's outburst and her very sad disposition told Rarity something terrible had happened to her. The three reached the boutique and entered silently. Rarity had intended to resume business once she was sure Sweetie Belle was safe, but decided against it and set her closed sign on the door.

"Sweetie Belle. Go to your room for now. I'll be up to speak to you in a moment."

Sweetie didn't argue and trotted upstairs, trying to avoid Fluttershy's gaze. Once she heard a bedroom door close, Rarity took a deep breath as she saw Fluttershy looking very frightened and ashamed. She very gently spoke.

"I....I'm so sorry Rarity. I didn't mean to get so upset."

"It's alright dear. Honestly, you did better protecting them than I or Applejack could have."

Rarity smiled warmly, but Fluttershy couldn't do the same because she was too worried about Spike and what Twilight would say when she found out. Rarity sat on her couch and gestured for Fluttershy to join her. Fluttershy did so but couldn't meet Rarity's eye. Rarity very tenderly took Fluttershy's hoof.

"Fluttershy, please, tell me what's wrong."

Fluttershy took a deep breath. She really didn't want to tell anyone what happened before she could speak to Spike, but that wasn't really an option now. She worked up her courage as much as she could but continued to look down.

"Well....I...today I saw Spike...."

Rarity looked surprised, believing Fluttershy would have loved to see him again. Fluttershy continued.

"He was sitting under a tree, looking so sad. He still wants to be with you Rarity."

Rarity bit her lip, feeling very guilty. Not only was she making Spike miserable, now she was ruining her friends chance at true love. She cleared her throat.

"Is that what has you so upset? Did he reject you?"

"Well...no....kind of..."

Fluttershy felt tears form in her eyes. She held them back as she continued.

"I invited him to my cottage and I made him a little cake. It seemed to cheer him up a bit. It...."

Fluttershy stopped as she felt a bit if happiness come over her.

"It's just so nice having him over. I love sharing my home with animals, but I adore having his company."

Rarity smiled warmly. It sounded like there was hope for the two. Fluttershy fidgeted shyly.

"He talked about how he was always treated like he was a baby. I...I..."

She bit her lip, feeling concerned how Rarity would react to what she said next.

"I'm not sure why, but, all my feelings just started pouring out. I told him how handsome and sweet he is. I just seemed to get lost in his beautiful green eyes."

Rarity was very interested now. See leaned closer to Fluttershy, a big smile on her face.

"Go on. What happened next?"

Fluttershy couldn't hide her smile as she remembered that magic moment.

"Well...he....he kissed me."

Rarity gasped in delighted surprise and her eyes sparkled with joy.

"Darling, why in the world are you so upset then?!"

Fluttershy felt her sadness return and she buried her face in her hooves and squeaked as tears rolled down her face. Rarity gently rubbed her mane trying to comfort her. Fluttershy answered through her sobs.

"He seemed so happy about it at first. I thought he felt the same thing I did. But...but then he looked so scared and he ran from me!"

Fluttershy cried hysterically, not bothering to try and hide her face. Rarity pulled her into a gentle hug. Fluttershy buried her face into Rarity's shoulder, her tears soaking her coat, but Rarity didn't care. She only wanted to help her friend, especially since she was the cause of her pain. After several minutes, Fluttershy settled down slightly and spoke shakily.

"He loves you Rarity. He wants-"

"Fluttershy, cut that out! You know it can't work between us."

Fluttershy lifted her face from Rarity's shoulder. Rarity used magic to clean off her face of tears.

"But....how can you say that? You know how he feels."

"That is my fault, Fluttershy."

Fluttershy looked surprised but Rarity continued.

"I never thought Spike would hold onto his feelings for me like this. I always thought he would outgrow it and move on. "

Rarity held onto Fluttershy tightly as she felt her own tears form.

" I would have sent him away sooner if I had known how much he means to you. I'm so sorry Fluttershy."

Fluttershy hugged her back gratefully. Rarity wiped her eyes and continued.

"The next time I see him, I'll tell him straight out."

"But Twilight-"

"I will deal with her if need be. You and Spike have a chance to be truly happy. I want you to take that chance."

Fluttershy hugged her gratefully, still worried but a little relieved to know Rarity would support her. Once they broke the hug, Rarity gave her a knowing smirk.

"I have to admit, you look so cute when you two kiss."

Fluttershy didn't understand at first, but realized she must have seen her kiss Spike while he slept. She gasped and blushed fiercely.

~

Spike had returned to Ponyville in record time, but he had no intention of returning home. He was honestly terrified how Twilight would react to what he did with Fluttershy. He felt so confused and scared that he'd done something terrible. Why did he kiss Fluttershy? He was in love with Rarity, he always had been. He'd spent his entire time in Ponyville trying to win her over...

So why was he now thinking about how much he liked Fluttershy?!

Spike walked through Ponyville slowly, trying to avoid the gaze of anypony else. He had wanted to talk to someone about what had happened, but now he just wanted to hide out of shame. What would anypony else think about this? Everypony knew how he felt about Rarity, some even thought that they were actually a couple. Except her and their friends...

Spike walked to a building and slumped against it and took a heavy sigh. It seemed like he didn't know the first thing about winning over somepony. He wished it were simpler, that there was some surefire way to find love, but he knew that was never the case. He-

"You there! Stay where you are!"

Spike jumped in fear at the shout. A second later, a royal soldier pegasus landed in front of Spike and put him on his back.

"Her majesty Twilight Sparkle has been searching for you!"

The soldier marched off at a brisk pace, Spike not bothering to try and get away. Twilight was obviously very worried if she was sending soldiers to find him. Less than a minute later, Spike spotted Twilight looking very worried. Once she spotted him, she ran to him and picked him up off the soldier.

"Spike, I was so worried! Where have you been all day?"

Spike fidgeted in place and couldn't meet Twilight's eyes. He wanted to tell her about what happened with Fluttershy, but he was still scared of how she would react. Twilight noticed and gently placed a hoof under his chin and lifted his gaze to hers.

"What's wrong Spike?"

"Um...I....I saw Fluttershy today..."

Spike looked down in shame. Twilight wasn't sure why but she knew Spike didn't like to talk about something that upset him when others were around. She lowered herself and let Spike hop onto her back.

"That'll be all gentleman."

The soldiers saluted her and left. Twilight's horn ignited and she and Spike disappeared as they teleported away in a flash.

~

Twilight and Spike reappeared in the library. Spike hopped to the floor but remained where he was.Twilight sat on her haunches and gently placed a wing around him. Spike started to explain, his tone of voice betraying his embarassment.

"I...I did something really bad Twilight."

Twilight simply listened intently.

"When I was over at Fluttershy's...she said that I'm a really nice young man. That....that she thought I was handsome. I...I just...I started having wierd feelings. Kind of like what I feel when I'm around Rarity. But...this was alot stronger."

Twilight was very interested now. Did Spike have feelings for Fluttershy? She remained silent as Spike continued.

"I didn't think. I couldn't. She's just....she's so beautiful and..."

Spike's eyes started to water and he nearly shook with shame. He very quietly spoke.

"We kissed..."

Twilight gasped in surprise. Spike braced for her to start shouting at him, but she gently questioned him.

"Spike, what did you do that was so bad?"

Spike started to weep and he shouted.

"I COULD LOSE RARITY BECAUSE OF THIS?!"

Twilight recoiled at his yelling. Spike continued.

"But...I think....I think I like Fluttershy too. But I don't want to lose Rarity and....I DON'T KNOW WHAT TO DO!!"

Spike simply wept out of fear and looked down in shame. Twilight pulled him close into a gentle hug and rubbed his back to calm him down. As he slowly stopped crying, Twilight spoke to him.

"Spike, I know it's not easy, but you can't have two ponies thinking they're your only one."

"I know..."

Twilight gently lifted his gaze to hers. Spike braced himself for a lecture, but Twilight softened her look and nuzzled him, wanting to help him relax.

"Let's not worry about this for now, okay?"

"But...wh-what do I tell Fluttershy or Rarity?"

"Let me deal with them. You need to have a clear head before you decide anything. Okay?"

Spike sighed and nodded. Twlight noticed his eyes were very heavy. She used magic to set Spike on her back and carried him to their bedroom. Twilight looked at Spike and saw him curled up and sound asleep. Twilight thought of putting him into his basket, but placed him in her bed, letting him settle his head into the pilllow and putting the covers over him. She wanted to keep him close, at least for the night. Spike was going through a very big change in his life, something she really didn't like. He was having very strong, very real feelings; he wouldn't be so torn up if they weren't serious. However this turned out, Spike was going to have a big change in his life. Twilight gently kissed his head and placed a wing around him as her eyes became watery. She knew she would have to see Spike grow up, find his own path and live it. She just didn't think it would happen so soon. It felt like he was slipping away from her. She wished she could have been a better guardian. She remembered so many times she could have taken better care of him.

"Spike...I'm so sorry."

She gently layed her head on his and nuzzled him as she quietly wept. Spike woke from her tears falling on his head, but he remained silent and still hearing Twilight crying. She gently spoke to him, hoping not to wake him and hugged him.

"I love you Spike. I love you..."

Spike wanted to hug her back, tell her he loved her too, but wasn't sure if it was right. He just layed still and let Twilight pour her heart out. She jumped slightly hearing a soft knocking at the door. Twilight sniffed and wiped her eyes. She gave Spike one more kiss and quietly trotted downstairs. Spike carefully got out of bed and went to the doorway, just enough to see downstairs. Twilight tried to dry off her face and compose herself before she opened the door. Once she was certain sge looked presentable, she opened the door to see Rarity and Fluttershy there, both looking concerned, though Fluttershy more so.

"Hi girls. What are you doing here?"

Rarity spoke first.

"Is Spike here, Twilight?"

"He's asleep. He needs time to think."

Before Rarity could respond, Fluttershy stepped forward, looking ashamed of herself.

"Did he tell you what happened?"

"More or less."

Fluttershy immediately started trying to explain herself in a fearful voice.

"I swear, I didn't mean to hurt him! I...I just...he's just such a cute and wonderful young man, and he...I..."

She started to weep and couldn't think what to say to explain herself. Twilight felt such empathy for her, recognizing her feelings in Spike. Twilight gently spoke to her.

"You really care about him, don't you?"

"YES!!!"

Fluttershy sobbed as tears flowed down her face. Rarity gently hugged her, trying to comfert her. Spike watched them quietly but felt very guilty seeing Fluttershy so sad. He thought it was his fault. He couldn't watch this. He went back to bed, hoping he could fall asleep. Meanwhile, Fluttershy was starting to settle down. Twilight sighed and looked toward the bedroom. SHe thought for a moment, wondering if she was making the right choice. Fluttershy spoke up.

"Please Twilight. I...I don't want to lose a friend because of this..."

Twiight reguarded Fluttershy fully as she answered.

"For now, we need to let him think. He needs time to settle his feelings."

Rarity stepped forward and spoke determinedly.

"He needs to know the truth Twilight. I need to tell him outright."

"Not yet. He's not ready. We need to be patient with him."

Rarity nodded solemnly. Twilight placed a hoof on Fluttershy's shoulder.

"Just promise me something Fluttershy."

Fluttershy cautiously met Twilight's gaze.

"Y-yes?"

Twilight pulled her into a tight hug.

"Please be good to him."

Fluttershy was very surprised but quickly returned the hug, thankful for Twilight's acceptance. Rarity and Fluttershy said goodbye and left. Twilight returned to her bedroom and took a moment to look at Spike. She carefully climbed into bed beside him and gently put her wing around him, wanting to feel him by her side. Spike however was wide awake feeling very unhappy. He never wanted to cause this much trouble. He hoped he could set this right, but he was honestly afraid he was going to lose a friend...

End of Part 2