• Published 12th Nov 2011
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The Pony Poetry Series - Skeptical Poet

A series of stories that expound on how the main characters came to be the mares they are today.

  • ...

Fluttershy's Poem: Part 2

"Fluttershy's Poem"

By: Aquarian Poet

Part 2

"Trouble? What are you talking about, you just said she was fine!"

"I wasn't talking about her, I was talking about you! Sneaking off into the Everfree Forest like that, you all could have been killed!"

A sharp set of claws swinging down toward her flooded Fluttershy's vision. Her eyes shot open in shock, only to quickly close them as she tried to adjust to the painfully bright lights above her. Temporarily tuning out the two voices, she attempted to slowly take in the scene around her. Through her spotty vision, she could make out a number of ponies at the far end of the wall across from her. The two voices belongs to a pair standing at the hoof of her bed, one with a purple coat and pink hair, and the other with a cream-colored coat with lime-green hair, the latter of the two wearing a nurse's outfit.

"…a bunch of thrill-seeking teenagers with no regard for the consequences! Completely reckless and foalish, the lot of you!

"Oh come on, we were fine! We ran into a manticore, so what? Vinyl Scratch just used her… what was it?"

"Strobe Light Spell." came a cheekily laid-back reply from one of the teenagers in the back. A few of the others around her chuckled.

"Right, that one! It scared the brute half to death and it ran off! We had the whole thing planned, we knew what we were doing!"

"You got lucky, and what's worse, you all think yourselves justified for going into the forest! I have half a mind to report you all to the mayor!"

"Oh yeah, go tell her how we rescued a filly from a full-grown manticore. I'm sure we'll get into loads of trouble for that one."

"Ignorant little… the fact is, you were in the forest before you heard her scream. You were looking for thrills, not fillies in distress!"

"Yeah, so what? We were prepared for anything! Spells, flares, you name it. Heck, Little Mac over there can kick an apple clean through a piece of plywood, and he had a whole bag of them!"


"You're all missing the point…"

"Look lady, we don't have all day to stay here and argue. I've got to get down to the school in half and hour, and… bed?"

"Hmph, you mean you're going to class to take a nap? I'm not at all surprised."

"No! The bed is empty! She's gone!"

The young pegasus walked along the populated streets of the strange new town. Still somewhat shaken from yesterday's experience, she paid little attention to her destination, or lack thereof. Instead, she found herself re-captivated by the world around her.

It was so different from the breezy city of Cloudsdale, where everything was structured out of… well, clouds. Here the buildings were all sorts of colors, all shapes and sizes, made from bricks, wood, and cloth. Some even had long thatches of brown and yellow grass for roofs. And some of the homes were even made inside of giant trees! She couldn't help but stare at one before her, the morning rays of yellow and pink glowing through the branches in a striking display of splendor.

Turning back to the hustle and bustle of the earthly community, she noticed the lack of pegasus ponies in the area. All of the ponies as far as she could see down the busy streets were earth ponies, and a marginally smaller number of unicorns. She had never met anypony who wasn't a pegasus, the thought left her slightly unnerved being surrounded by strangers of the like. She had hoped that at the very least, there would be one who would be able to fly her back home.

Thinking back to the hospital tent falling farther behind her, she remembered what the two ponies had been talking about, how they had saved her life. She did not want to be a bother to the other ponies who had scared off the manticore (remembering what they called it) and brought her back here. As grateful as she was, having been more than willing to express her gratitude to the group of friends, she would rather not have the fact brought up that they had gotten in trouble for rescuing her if she met them. She had heard the nurse talking about reporting the ponies to the mayor right after she had snuck out, something that-

"Hay kid, wait up!"

Her musings interrupted, she warily turned back to see who was calling out. From the same direction she had left, a pony was running towards her. She recognized her as the one who had been arguing with the attendant in the hospital tent.

"Hay, where are you off to in such a hurry?" the purple-coated pony asked when she had caught up with her. "Are you feeling alright? You took a nasty hit from that manticore back in the forest, I'm surprised you can even walk right now!"

Fluttershy started walking alongside the other pony, timidly hiding behind her pink mane. "O-Oh, I'm fine… thanks." she quietly responded.

"Well, that's good. I gotta ask though, what in the world were you doing right in the middle of the Everfree Forest all by yourself? I like a good kick every now and then, but geez kid, even I'm not that crazy."

The young filly turned to give her answer, getting a good look at who she was talking to. The teenager looked to be a few years older than she was, and was barely a head taller than herself. She had a grape-colored coat, with pink hair that had a lighter strip down the middle. What really stood out to her was the wavy, almost jagged pattern her mane and tail was styled in, giving the older filly a wild look. She also noticed a set of braces in her mouth, as well as a light pink leg warmer on her right hind-leg.

But what stood out to her even more… was that this teenager didn't have a cutie mark!

"Uhh… are you alright? You're kind of a quiet kid, aren't you? Say, I don't even know your name." the pony asked, looking curiously at her. Fluttershy jumped a bit, until retreating again into her mane.

"Umm… my name is-" she trailed off quietly. The pony looked even more confused.

"I… didn't catch that, speak up a bit!" the teenager replied.

"M-m-my name is Fluttershy." she managed to squeak out. The young mare smiled.

"Well Fluttershy, you still haven't answer my question. Why were you in the Everfree Forest in the first place?" she asked again. Fluttershy looked down toward the ground, still pacing forward.

"Oh, um… A-actually, I live in Cloudsdale…" and so she began her story, starting with her first few days of Summer Flight Camp, going into great detail about everything, from how Rainbow Dash stood up for her, to her descent from the skies above and how she had been saved by a flock of butterflies. Continuing on, her walking partner made no motion to interrupt her as she recounted her trip to the forest, the baby manticore she had tended to, and the unfortunate meet up with its mother, anything and everything up until she woke up this morning.

Twenty minutes later, she finished her story, looking back up toward the purple pony, whose jaw had dropped sometime during her tale.

"That… is pretty hardcore." she summed up lamely. Fluttershy managed a smile, despite her discomfort with talking so much.

"Well, I… that is… I'm t-trying to find somepony t-that can help me get home."

Her companion frowned. "Hmm… hate to break it to you, but you picked a bad day to drop by. Most of the pegasus ponies are in Cloudsdale today to attend the Royal Princess's Annual Cloudsdale Banquet.

"…oh." she whispered, lowering her head. If she hadn't, she would have seen the teenager looking back at her, grinning suddenly.

"But… I think I can help you out with that one." Fluttershy's eyes lit up then, turning to meet the mare's stare in full. "Tell you what Fluttershy, I'm actually heading to that school right over there. (She gestured with a hoof to a building a few hundred hooves away) I've got a friend that works there who just so happens to be a pegasus pony! He's a teacher, and I'm willing to bet my braces that he chose to stay here with his class. Only thing is, he's not so good with heavy objects, so he wouldn't be able to ferry you back up. But he should be able to relay a message up to your flight camp, and let them know we've found you. It might take a few hours for him to get there and back, but I can guarantee you'll be back in Cloudsdale before sunset! How does that sound?" she asked.

It was all little Fluttershy could do but stare at the pony before her. Regardless of her situation, she couldn't believe her luck these past few days. First having been saved from falling miles and miles from the sky by a passing flock of butterflies, then being saved again from a ferocious manticore, and then having the fortune of finding a way back home before the day had even begun!

Tears started to well up in the little filly's big teal eyes, and she rushed over toward the other pony, throwing her forelegs around her neck in a desperate hug, much to the surprise of the receiver.

"Thank you… *sniff* …thank you so much." she whispered in between sobs. The tongue-tied teenager stood still for a moment, before chuckling nervously and gently moving the little filly off of her.

"Hay, it's no problem, don't worry about it." she casually replied, turning to hide a light blush. "So, I guess this would be your first trip to Ponyville."

"Ponyville?" Fluttershy asked, wiping the tears away from her face.

"You mean you've never heard of Ponyville before? Well, then allow me to be your unofficial welcoming committee." she gestured exaggeratedly with a hoof. Fluttershy giggled lightly, trotting along the path with her newfound friend once again…

"Well, here we are. Let's go inside and see if we can't find the old codger, alright?"

Fluttershy nodded eagerly. "Oh yes. Umm… thanks again, miss." she shyly responded.


"S-sorry… you didn't tell me your name."

"Oh, of course, how silly of me! My name is Cheerilee!"

The two ponies walked into the large building as the school bell had started to ring. As they entered the doorway, Fluttershy took in the sight before her. It was a simple layout, one long hallway stretching from front to back, doors lining both sides of the passage. Cheerilee stepped ahead, and walked up to the first door on the left. Fluttershy trotted up to her, and they entered the classroom.

Two seconds later, Fluttershy was starting to feel very uncomfortable, as fourteen sets of eyes landed on her and Cheerilee. The young ponies were all about her age, mostly fillies like herself, with a few colts here and there in the small crowd of desks. An elderly-looking pegasus pony was peering over a rimmed set of glasses from behind a wooden desk centered in the front of the class, beaming as he recognized the purple pony.

"Why, hello there. Class, this is my neighbor and good friend, Cheerilee." he gestured to the now-flush teenager as the class let out a customary "Good morning Cheerilee!" in harmony. She let out a small 'ahem', and walked up to the front of the class, and started whispering into the aged pony's ear, which shot up after a moment.

"Oh… oh my, is that right? Hmm…" he thought out loud, eyes drifting over to Fluttershy, still nervously standing in the doorway. He suddenly smiled with a gleam in his eye, causing Fluttershy to quickly retreat into the safety of her pink mane.

"Well class, it seems that I need to speak to my friend here out in the hall. We may be a moment, so please try and keep it down. Stay in your seats, light whispering is fine with me so long as you quiet down when I return. I would also suggest you not pass notes. I may come back any moment, and it would be quite embarrassing to have somepony's secret crush revealed in front of the class again, now wouldn't it?" he warmly asked, prompting (most of) the children to break out into a fit of giggles.

"Now Fluttershy, was it?" The young filly's gaze shot up, meeting the teacher's. "Why don't you have a seat there in the back?"

"E-excuse me?"

"We have a few things to discuss about your… unique situation, and I can imagine you would rather not have to stand the whole duration. Go ahead, have a seat." he kindly reasserted. Fluttershy made a small noise, and then shuffled over to the nearest seat, sitting down and attempting to hide from the continuing stare of the class. Nodding to his partner, the two slowly trotted toward the back of the room and out of the doorway. Peeking his head back inside, the elder pony gave the class a wink, and then shut the door behind him with a subtle 'click'.

Immediately the room exploded into noise and movement.

At least half of the class was out of their seats, running to another desk to start a pointedly-loud conversation with their friends. The other two quarters were either scattered across the room, looking through bookshelves or at other various objects, or still in their seats, chattering away the precious time they were given…

All save for one filly sitting at the desk next to Fluttershy, who in fact seemed quieter than herself, horn softly glowing and absorbed in a tedious drawing process, paying no attention to the chaos around her. Ducking to avoid a rogue paper airplane, she tentatively leaned to the side, trying to glimpse the contents being magicked into life.

"Can I help you?" the filly suddenly asked, not looking up. The small "eep!" that resulted was lost in the hum of high-pitched voices that filled the classroom. Shying back to her desk, she ducked down as low as she could, hoping that the pony next to her wouldn't call her out for peering over her shoulder so rudely. After a moment of silence (between the two), she breathed a sigh of relief, when she found her vision abruptly obstructed by a floating piece of paper.

"Well, what do you think? Tell me the truth!" the young pony to her side exclaimed. The momentary shock wearing off, Fluttershy focused her eyes on the paper hanging close to her face. It was a simple, yet stylish outline of a dress, patterned to look like a polished butterfly with its wings folded down and around where a pony's back and hindquarters would be situated, the twin tips of the wings would be trailing behind the mare who wore the dress in a very graceful manner. The sleeves seemed to be a velvety wrap that snaked down toward a set of classy slippers in a pleasing fashion. To top it all off, the dress would have an elegant neck clasp situated with a gem of some kind, though it was her guess as to what it would be, the colorless outline giving no indication.

Regardless of her lack of expertise in fashion, she thought it looked gorgeous.

"I-it's amazing…" she meekly answered. The filly squealed in delight.

"Oh I knew you would love it! Oh Rarity, you've done it again! I must say, you provide such inspiration, why the idea simply 'popped' into my head the very moment you walked in!"

Fluttershy tore her gaze from the paper, and towards the talking pony in astonishment.

"-and the drapé simply blends with your soft spring features, oh I've been waiting for somepony like you for such a long time!" she cried. Fluttershy was still starting at the ranting pony in timid disbelief.

"You… you made this… f-for me?" she stumbled. The filly looked at her quizzically.

"Well duh! Do you think anypony else in here would look as good in this? Besides, you looked so down when you got here, I figured that you could use a friend. I'm no stranger to shy ponies... by the way, my name is Rarity!"

Fluttershy looked down toward her desk. "…Friend?" she asked in a tranquil voice.

Rarity giggled. "Well when you walked in, I could tell that you were much different than the other ponies here, and I'm not just talking about your season. All of my classmates are loud and wild, no sophistication whatsoever, and I can tell that you are a much more refined pony such as myself." -She gave a little flourish of her coiled hair for effect- "Oh, we are going to be the best of friends, you and I." she piped, turning back to her drawing on the desk, and pulling out a set of markers.

'…the best of friends, you and I.'

The pink-maned pony sat quietly at her desk, the clamor of shouts and gossip dimming around her as the words the young filly told her filled her mind.

Best friend… she couldn't say she'd ever had a best friend, one who she saw more frequently than others. As naturally shy as she was, it was the simple truth that she had very few friends… and it struck her that within a day of the most terrifying event of her young life, she had already made two friends.

And here was her third.

Lightly shaking her head, she willed away the tears of joy that threatened to betray her proclaimed 'sophistication', and settled with a simple, almost inaudible "Thank you..."
"Oh it's my pleasure…" she continued, not looking up from her project. "So your name's Fluttershy, right? Love the cutie mark by the way, it gave me the idea for the dress deign." she stated. Fluttershy stared at Rarity, her words taking a moment to register, before she quickly snapped her head toward her flank…


Thirteen sets of eyes turning toward the source of the deafening screech that had pierced the roar of the classroom: the closed door in the back. The fourteenth pair was still marveling at her cutie mark, silently containing the elation she felt at finally having discovered her special talent…

"Hmm. So, Fluttershy… where are you from, anyway?"

- Meanwhile, in the hall outside -

"WHAT?" Cheerilee shrieked, her eyes frantically wide. "For the love of Celestia,you can't be serious! I was just coming by to let Butterpop know that her sister was with me and my friends last night, and then to drop Fluttershy off with you! I didn't ask for this!" she yelled, panting heavily.

The elder pony patiently adjusted his glasses. "I need somepony to look after my class while I'm gone. I cannot simply leave all of these children unattended for the next few hours, surely you understand." he replied, smiling.

"Wait… but… yeah, but… but why me?" she sputtered, falling onto her haunches.

"Because none of the other substitute teachers will be able to come on such short notice. Besides, today is study day, so you'll only have to teach the class for less than an hour. Lunch break is in forty minutes, and after that they will have the rest of the day to catch up on any homework they haven't finished. The ones who are all caught up will just sit quietly at their desk, and can choose something. You have very little to worry about." he calmly explained.

Cheerilee looked down, her frazzled hair falling over her face. "I don't know… if this is such a good idea. I've never even babysat for anypony before, how do you expect me to watch a whole classroom of kids?"

"I wouldn't ask you to do this if I didn't have complete faith that you would be able to take care of them. I've known you for a very long time, ever since you were just a baby filly. I was also your teacher, in case you have forgotten, and it is my belief that you have a natural talent when it comes to getting along with children . Good heavens, I've never seen a child as nervous as little Fluttershy in there, and yet she seems to have warmed up to you just fine. Why I'd wager that you would make a wonderful substitute for my class."

Cheerilee silently contemplated the aged pony's words, mentally running through a simulation of what this would entail. Turning her head toward the not-so-quiet cacophony thundering from the wooden door a few hooves away, her mind began filling itself with scores of snot-muzzled fillies and colts running around, paper airplanes and spit-wads flying left and right. Whiny kids crying out of boredom and for bathroom breaks, consistently interrupting whenever she tried to put in a word to the class...

Yeah, not gonna happen. She'd just have to tell the old educator that she was far too busy with something. A little fib wouldn't hurt anypony. Besides, it'd save her an afternoon's worth of agony…

And then sweet little Fluttershy popped into her mind. Begrudgingly, she had to admit she felt partly responsible for her well being, at least until she returned home safely. She had promised her that she would be home by sunset, and should that not happen for whatever reason, it fell to her to look after the filly until then. Not to mention that if she left now, Fluttershy would have to spend hours sitting alone, subject to the unsupervised chaos of a classroom of crazed, feral pre-adolescents. Knowing her, the whole experience would be nothing short of torture for the introverted little filly.

Oh… perfect.

"Alright, fine. You win. But you owe me big time, you old coot." she surrendered, no spite behind the jab. The old pegasus pony snorted through a smile, and turned down the hallway, exiting the schoolhouse.

"…and the audience was completely stunned! Why I could see the jewels' reflections on all of the faces in the crowd, it was dazzling! And right then and there, I got my cutie mark! Isn't it wonderful?"

"Oh yes, it's very lovely, Rarity."


The classroom went silent for a quarter of a second, followed by the sound of a dozen small ponies dashing towards their seats. Hindquarters properly placed and notes safely tucked away, everypony looked back toward the door again, where the purple pony was now standing, looking resignedly at the roomful of kids. She closed the door with a nudge from her back leg, and slowly trotted up next to the easel amid whispers and quiet gossip slowly spreading through the small crowd. Coming to a halt in front of the teacher's desk, she met the eyes of the class, and put on a professional smile.

"Good morning class. My name is Cheerilee, and I'm going to be your substitute teacher for the rest of the day."

Silence, and then…

"Umm… where'd our real teacher go?"

Cheerilee's eye twitched, struggling to maintain her smile. "Mr. Peppertail had an important… errand to run." (She winked at Fluttershy in the back, who smiled gratefully in return.) "So he asked me to take his place while he's gone."

A cherry-coated filly piped up. "When is he gonna be back?"

"He'll be back later tonight."

"Tonight?" a spruce-green colt cried out. "But we'll all be home by then!"

"He was supposed to help me with math today! I can't wait that long!"

"Wait, we have to go to school tonight?"

"That's not fair!"

"Yeah, you're just a teenager! You're not the boss of us!"

"Can I go to the bathroom?"

"QUIET!" Cheerilee shouted, causing the ripples of chatter to peter out. Taking a deep breath, she trotted back to the chalkboard, flicking her frazzled tail in annoyance. Taking the long piece of chalk in her mouth, she began writing. Rarity leaned over to Fluttershy in the back.

"She's kinda scary."

After a moment, Cheerilee stepped back, allowing the class to view the board in full. "Miss Cheerilee" was written in big, white letters, the very pony staring out into the group of children with sharp, green eyes.

"Mr. Peppertail left me in charge for the next few hours, so I expect you all to treat me with the same respect you treat him. Raise your hoof if you want to say something, otherwise keep quiet. I expect your complete attention when I am teaching, so no talking, and no passing notes. You will also refer to me as Miss Cheerilee or ma'am, understood?"

She was rewarded with a wave of silent nods.

"Good." Her voice softened. 'Heh, just gotta act like the old billy goat.'"Now, where did Mr. Peppertail leave off last?" She waited until the cherry-coated filly raised her arm into the air.

"Alright, you in the middle row. What is you name?"

"S-Spice, ma'am. And we just finished learning about Princess Celestia. He said we were going to start a new subject."

"Ohhhh… great." she muttered, the confident burst of bravado suddenly leaving her.

"So what'cha gonna teach us?" the filly asked.

"Uhh…" She stared out dumbly into the class. The class stared back. Beads of sweat started making their way down Cheerilee's face, smiling nervously as she frantically tried to think of a subject. Something, anything to get those beady little eyes off of her! She could feel the gaze of every pony in the room on her (with the exception of Fluttershy, who was looking down at her desk), expecting her to do something, to teach them something.

What was she doing here? She was a teenager, not a teacher! She wasn't given any notice, any time to come up with a subject! This was not…

Oh, now she knew what they were up to. They were trying to discourage her, to get her to let down her guard. Go straight to the point, and leave the poor substitute stumped. She knew this one, it was a trick that she and her classmates had pulled enough times on an unsuspecting substitute teacher. It was easy enough, all you had to do was sit there and stare, make the newcomer sweat by sitting quietly in your desk, looking as innocent as possible. Questioning her, studying her…

Judging her…

No! No way! She was not about to let these little brats win! With a new resolution, she began looking around the classroom. It was just a half an hour; she could fudge it if she had to. All she needed was a subject, and she could get the kids talking with ease.

'Okay… Wallpaper, green… "colors". No, they're not that young. Curtains, fabric, "sewing"? Arrgh, I don't know anything about sewing! Ceiling, border, ponies and horseshoes...'


Piece of cake.

"Alright class, today we're going to learn about cutie marks!" she declared triumphantly, standing in front of the classroom with a hoof pointing out victoriously

Immediately, half of the class's hooves flew up. Blinking, she pointed to a cobalt filly in the front.

"You there, umm…"

"Drizzle, ma'am. We've already had a lesson about cutie marks."

Cheerilee deadpanned. "…right. Okay then, how about…" -she took a quick thinking pose- "How about the Everfree Forest?" (Fluttershy visibly cringed in the back.)

Nopony made a move to lower their arms.

She growled, eyes searching around the room. "How about the seasons?"

The hooves remained in place.


"A-what?" one of the colts asked, the host of hooves coming down to rest. Cheerilee sighed, seemingly relieved. Walking over to the chalkboard, she wrote the word "Astronomy" in big, bold letters.

"Astronomy: The study of the different stars and planets in the sky." she recited. The children, seemingly satisfied with the subject, had all put their hooves down and were watching Cheerilee with intent.

"Okay… so! Who can tell me something about stars?" she asked. A few hooves shot up, and she nodded toward one of them.

"Uhh, there's a lot of them?"

"Err… good. Very good. Alright, you there."

"They twinkle?"

"Yes… yes they do. Anypony else? Okay. Spice, was it?"

"Umm… they're up there. –she pointed- In the sky."


"Oh! Oh! I've got a good one!"

"Mmm, alright. Go ahead."

"You can only see them at night!"

A small facial tick made itself known in Cheerilee's disgruntled expression, a look that the beaming colt seemed to be unaware of.

"Okay, how about we pull out our textbooks, and see if we can find out anything else about stars."

Nopony moved. She smacked her face with a hoof.

"…you don't have textbooks, do you?"

The class simultaneously shook their heads.

"…of course you don't." she murmured. Completely at a loss, she then noticed a stack of books underneath the teacher's desk. "Ahem, just one moment." Cheerilee ducked down underneath the desk, pulling the top book off of the stack, and skimmed through the contents.

'Equestria At A GlanceCanterlot, The Everfree Forest… huh, so they weren't kidding. Next book, Pony Anatomy for Preschoolers… Cutie Marks, Caring For Your Mane… ugh, next…"

Silently simmering on the spot, she continued the hunt for a textbook, when her ears picked up somepony whispering. "She's not a very good teacher."

"I heard tha-OW!" she cried, her head shooting up and hitting the bottom of the desk. The class went into a fit of giggles as Cheerilee gingerly rubbed the top of her head. Growling, she dived down again, determined to find the right textbook. Not ten seconds later she heard the whispers pick up again. "Why do we have to learn about stars, anyway? Boooring."

"Well then, what do you suggest we learn today? If you have a better idea, then please let me know!" she half-yelled out to nopony in particular, one of the fillies in the back jerking forward in surprise. Receiving no answer, she turned back to the pile of hardbacks.

"Come on, come on. There's gotta be something in here…" she whispered to herself, desperately trying to drown out the gossip around her.

"Geez Feathers, she reminds me of your mom."

"Did you see her hair? It's so messy! Does she even brush it?"

"She doesn't even have her cutie mark."

"FINE! I give up! I don't care anymore!" the teenager roared, causing many a filly to jump in her seat. Angrily, she slammed both forehooves on the desk, leaning over and glaring at the children.

"Alright, you want something to do so badly? Write a page about something, I don't care what! Write about your mommy, write about how Salt Peter or Sunset Sprinkle keeps taking your lunch bits every day before class! Write about how weird you think my hairdo is! I. Don't. CARE! Just have it ready by lunchtime! You've got thirty minutes!" she cried exasperatedly, marching over to the bookcase, picking out a novel from the top, and situating herself back behind the desk, burying her face into the pages.

Before the young colt in the front could raise his hoof once more, Cheerilee slowly glared at him from above the book.

"And I don't want to hear any talking…period." she seethed. The trembling pony quickly lowered his half-raised arm, and just as swiftly reached it into his bag, frantically fishing for a piece of paper as the rest of the class followed suit.

Half an hour later, the dull, muffled tones of the school bell rang once again, ending the monotony of pencils scratching on paper. Cheerilee didn't bother to look up as the noiseless ponies made their way to the door, their voices rejoining the audible world as they themselves were swept into the crowd of children from every class, all running for the school entrance.

As the last pony left, he/she turned the light switch off, causing the room to turn a dimly-lit blue, the only source of light being the residual rays of sunlight glowing through the windows in the back, the sun having moved to the other side of the building. Heaving a sigh of relief, the purple pony dropped the book on the desk, and stood up to stretch.

Her eyes caught hold of the room. Still as a canvas, save for sparse flecks of dust that were almost entirely invisible, had they not softly outlined the faint blue light through the window. She took in the room before her, lacking interest in the portraits of famous ponies on the back wall, or the bookshelves lining both sides of the room. Instead, her gaze swept over the empty desks. Quaint little works of wooden hoof-craft, when devoid of the standard rancorous occupants sitting behind them.

Save for a little yellow filly sitting mutely in the back, glowing in the light blue luminosity the windows gave.


The young pony made no motion to acknowledge her name, her face hidden in a dark blue shadow. She stared at the young filly, her heart slowly beginning to stitch up. Cautiously she walked along the side of the row, standing next to the desk.

"I'm sorry."

For a moment, she believed the unbidden words had come out of her own mouth. But the words were tender, sorrowful, shaded in a way that rippled against the streaks of angry red that lay across the resentful maroon in her heart. A deep, void color that wrapped around the room, dimming everything around… and inside of her.

"F-for what?" was all she could manage. Again, she was given no immediate answer. Looking down, she saw the pallid paper on her desk. Blank, save for the small wet tear stains adorning the page, a cruel message whose contents Cheerilee wished she could not read so easily.

"H-hay, don't worry about the assignment." she softly stated. "Technically you aren't even a part of the class…"

"But you are." The little filly choked. Cheerilee stood there numbly.

"You seemed so happy when I met you… and I don't… I don't know why. I heard the nurse talking about you, you're going to get in trouble with the mayor because of me. And now you have to stay here, and you're miserable because of me. Please, please stop making yourself so unhappy for me!" she cried, painting the paper with further anguish.

Pit… pit… pit…

Cheerilee wasn't aware of what had happened, of how it had happened.

It didn't matter.

All she knew was that the young filly was sitting on the ground next to her, sobbing into her shoulder through her embrace as she began whispering into her ear.

"Fluttershy… you haven't done anything wrong. You're a good kid who's just had a lot of bad luck these past few days."

Fluttershy sobbed even harder into her shoulder. She continued, her voice gaining more conviction.

"Now don't you think for a moment that you've caused me any trouble at all. I was in the forest because I wanted to be there. I'm a substitute teacher because I chose to be one. Maybe it's not the one thing I really wanted to do today, but some things are more important to me than hanging out with friends. And that's hanging out with ponies who need friends. I want to be here with you, just like I would want somepony to be there for me…

…because that's what friends do, they help each other out when they need it." she half-wept. Fluttershy sniffed, and then went silent, the arms around Cheerilee's neck sliding down and off of her. Rubbing the tears away, the little filly looked up again.

Her cute, yellow face was beaming like the break of day.

The purple teenager wiped a few of her own tears away, chuckling. "You know… I've never had to experience anything like what you've gone through today. And I doubt that I would be able to take it half as well as you have. And… well, it might not sound like much coming from me, but I think that you're a pretty tough kid to still be standing up to everything… even if you're a little on the quiet side." she gently teased.

The little filly sniffed again. "Thank you, Miss Cheerilee."

"Oh no, you're not a part of this class, remember? You get to call me Cheerilee."

The two ponies giggled, looking at each other, until they both burst out in earnest laughter, Fluttershy leaning against Cheerilee as she let out all of the tension in her weary heart. For the first time… in a long time, she felt completely at ease, laughing away the fear and regret that bound her heart with misery. Here with her friend, in this dark room that really didn't seem so dark anymore.

If anything, the world seemed brighter than ever.

A good minute passed, and the purple pony slowly stood up with a moan, looking at the clock hanging above the open door.

"Well I don't know about you, but a couple miles of freefall and a night in the Everfree Forest would make me awfully hungry. You haven't had anything to eat yet, have you?" she asked. On cue, a petite rumbling noise made its way from Fluttershy's stomach, her head leaning forward in embarrassment, though she still retained the joy in her smile.

Cheerilee giggled. "I thought so. Let's go and see if we can't find anything good to eat around here." she suggested, motioning for the door. Fluttershy nodded, and the smiling pair walked out of the gloomy classroom, side by side.

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