• Published 3rd Sep 2012
  • 6,070 Views, 270 Comments

Three's A Crowd - Sir0Chicken

Fluttershy and Twilight have grown close, but will the Fluttershy stand a chance against Applejack?

  • ...


Rainbow Dash had to admit, she had her doubts when Fluttershy named the restaurant she wanted to eat at. The Smiling Daisy hardly sounded cool, let alone delicious. It didn't take long after the pair entered the modest eatery on Mane Street for her to realize how wrong she was, though. From minute one—no; second one!—she was sold on the little hole-in-the-wall, and once she and Fluttershy ordered their food, it only got better.

Well, at least the food got better. Unfortunately for the Rainbow, her friend hardly seemed to be reacting to the friendly service and upbeat atmosphere of the Daisy as much as she did. Tilting her head and raising one eyebrow, Rainbow pointed a hoof at Fluttershy and asked, "What's wrong?"

"What do you mean?" Fluttershy tried to hide behind her mane, but she couldn't manage to mask her sadness completely.

Rainbow thrust her hoof forward accusingly. "That! Did I make you mad or something? Was the trick not awesome enough or something? You looked so hyped up when I actually did it, but now you're just acting mopey."

Fluttershy smiled weakly but kept part of her face covered. "I'm not sad, Rainbow Dash." At last she found the courage to push her hair aside and look Rainbow straight in the eyes, but it only lasted a moment as she remembered herself. "I mean, today has been really nice…"


Rainbows question cut off Fluttershy's feeble attempt to escape, and the pegasus looked away in shame. "It's nothing, Rainbow Dash. Really."

"Take as much time as you want," Rainbow said matter-of-factly. "I won't force it out of you right away, but we're not getting through dinner without you telling me what's up."

Fluttershy's mouth worked rapidly as she tried to protest, but words failed to heed her call. Sighing, she lowered her head in surrender. She'd known Rainbow for years—since before Ponyville, even—and she knew better than to keep fighting. Rainbow was nothing if not stubborn, and she'd find out what she wanted to know eventually. It was only a matter of Fluttershy finding a voice for her feelings.

And what were those? She loved Twilight Sparkle—at least she was pretty sure she did. She admired her, she liked her—but more importantly, she wanted to be with her. But how could she tell Rainbow that? How could she find the courage to tell anypony?

"Hello? Equestria to Fluttershy." Rainbow waved a hoof front of Fluttershy's face, drawing her out of her frustrated thoughts.

"Well, Rainbow Dash, um—" It was now or never; Fluttershy had to speak her mind. "Rainbow Dash, I think I'm in love with Twilight."

In a matter of moments, Rainbow's face played host to more emotions than there were colors in her mane. From surprise to suspicion, she seemed unsure of how to react. Trying to give Fluttershy an adequate response to such an important secret, she managed, "Bwuh?"

"It's silly, I know," Fluttershy almost whimpering, looking away as her eyes began to brim with tears. "I just… Please don't tell anypony, Rainbow Dash!" She reached toward her foalhood friend as desperation tugged at the edge of her voice.

Rainbow threw up her hooves. "No problem, Fluttershy. You're secret's safe with me." Leaning back in her chair, she asked, "So, uh, why Twilight?"

A blush stained Fluttershy's cheeks red as she answered. "She's so wonderful. She's smart, and beautiful and kind—"

"I bet you put her to shame when it comes to that, though, right?" Rainbow punched her friend's shoulder lightly.

"Oh, I don't know." Fluttershy's cheeks only grew redder as she continued. "But thank you for the compliment."

Barking a laugh, Rainbow nodded. "It's only true." Breathing deeply, she leaned back and put her hooves behind her head. "What are you gonna do about it, Shy?"

Fluttershy's eyes grew wide as saucers. "Oh, no. I can't—oh! But she's—"

"C'mon! What've you got to lose?" The off-hoof way in which Rainbow spoke unnerved Fluttershy, but she couldn't quite grasp why.

"She's such a good friend. What if she doesn't feel the same?"

"You move on." Rainbow almost made it sound as if that wouldn't end Fluttershy's life on the spot. "There're lots of ponies in Ponyville. Heck, you've saved Equestria twice. You could have stallions and mares falling all over you."

Fluttershy could only shake her head. "I'm just some pony who likes animals. I'm not cut out for being a hero like you Rainbow Dash."

"Well not everypony can be as awesome as me," Rainbow laughed, rolling her eyes. "Don't sell yourself short, though." She paused for a moment, hunching forward and twiddling with her hooves. "Everypony has doubts sometimes, but… Well I've known you for a long time. You're a great pony, Fluttershy, and you're stronger than you think you are."

Fluttershy blushed with her reply. "Thank you, Rainbow Dash. I needed that. But what do I do?"

By then, however, Rainbow had quelled whatever streak of sentimentality that had just shone through. Reclining in her seat again, she answered, "Dunno. You could just talk with her. What's the worst she can do?"

"She could…" The words caught in Fluttershy's throat, but she forced herself to finish, to face her fears openly. "She could say no."

Rainbow shrugged. "And then you move on. Like I said, you can handle it." Looking around lazily, she added, "Where's our waitress anyway?"

"You called, ma'am?" The perky teal mare seemed to materialize out of thin air, startling both ponies with her broad smile and the spring present in her movements.

"Uh, yeah," Rainbow answered after a pause. "I just wanted to ask what sorts of desserts you've got here. My friend here needs the sweetest, tastiest thing you've got on the menu."

"Oh, no, Rainbow Dash," Fluttershy protested. "I don't know if I could eat another bite."

Shaking her head, Rainbow waved away Fluttershy's words. "You're just saying that." She turned her attention back to the waitress. "So, what'll it be?"

Not her smile to do so much as shrink, the mare, rubbed her chin thoughtfully for a moment. "I think your friend would just love the Chocolate Twilight Mousse!"

"Chocolate Twilight?"

The waitress's head nodded at an alarming rate in answer to Fluttershy's question. "It's a combination of rich dark chocolate, creamy milk chocolate, and chewy brownie bits. It's delicious!"

"If you told us any different, I think your boss'd have some choice words for you," Rainbow shot back with a chuckled. "Either way, you've got me sold. Sound good, Shy?"

"Um, I guess." Fluttershy tried to ignore the irony of the moment as she nodded. "And how about we split a bowl?"

Rainbow mulled the question over. "How big are the bowls?"

If the waitress's smile could have grown any wider without ripping the fabric of space time, it would have. "They're nice and big, but it's awfully tasty. You could always take some home."

As the waitress made no gestures to actually describe the size of the bowls, Rainbow frowned. "Yeah, thanks," she retorted with a roll of her eyes. "I guess splitting a bowl is good." She took particular satisfaction in watching the tiniest hint of displeasure break through the waitress's joyful demeanor.

"Alrighty! I'll go get that for you." Without another word, the waitress left, humming as she went.

Watching the disturbingly cheerful pony leave, Rainbow arched an eyebrow doubtfully. Turning to Fluttershy, she asked, "Is that normal here?"

Fluttershy offered a small smile. "I like it."

With a quiet laugh, Rainbow shook her head. "It's so cheesy, though!"

"Its sweet." Fluttershy blushed a bit as Rainbow continued to laugh, but her smile only grew. "Stop!" she giggled. "I'm sure you like it too, deep down."

"Oh no," Rainbow replied without hesitation, pointing a hoof skyward for emphasis. "Absolutely not." As Fluttershy continued to stare at her, though, her unyielding expression began to crumble, and she looked away and said, "Fine. It's kind of okay."

"You can call it cute," Fluttershy said matter-of-factly. "That's what it is—at least, that's what I think."

"Well I didn't say it." Rainbow chuckled nervously. "I've got a reputation to protect after all."

This time it was Fluttershy's turn roll her eyes. "If you say so, Dashie. Anyway, where's our—"

"Don't!" Rainbow shoved a hoof over Fluttershy's mouth, cutting her off and eliciting a frightened squeak from the yellow pegasus. "She might just, like, pop up out of nowhere again." Her eyes darted from side to side, as if anticipating the waitress's stealthy arrival.

Satisfied that the all-too-cheery pony was far away, Rainbow blew out a sigh of relief. Turning back to Fluttershy and their table, she opened her mouth, halting before she could even begin to speak when she saw a bowl of chocolate mousse sitting right in the center of the table. She froze for a moment, every muscle taut as she turned her head slowly to the right—

"Let me know what you think!"

"Augh!" Rainbow's wordless scream startled even the unflappable waitress as she nearly leaped out of her chair, rattling the glasses and bowls on the table as he legs kicked it frantically. It took her a moment to calm down, but even when she did, she threw a withering glare at the offending pony.

Still flashing her insufferable grin, the pony bowed her head and backed away, not even blinking at her customer's angry expression. Crossing her forelegs, Rainbow snorted and took a closer look at the mousse.

The bowl was, indeed, "nice and big." It looked almost like it would hold a medium-sized filly—needless to say, Rainbow was glad they only ordered one serving. As excessive as the helping seemed, it definitely looked tantalizing. Swirls of darker brown punctuated the smooth milk chocolate color of most of the mousse, and brownie chunks poked out of the surface to further emphasize the variety of the dish. As her mouth watered, Rainbow Dash grabbed a spoon and began to dig in.

The mousse was as tasty as it looked—if not tastier. Rainbow smacked her lips greedily as she ate mouthful after heaping mouthful, overcome by the sugary delight before her. "So good," she somehow muttered even as she continue to shovel food into her mouth, but she abruptly came to a stop as she noticed that Fluttershy had yet to even grab a spoon.

"You gonna eat any of this," Rainbow asked her friend, tilting her head slightly to the side. "We sort of ordered it to share, you know."

Fluttershy hunched up and lowered her eyes. "Um, can I ask you for some advice first?"

Rolling her eyes, Rainbow nodded. "Make it quick, though," she said, frowning as she did so.

"When should I—I mean, with Twilight, um—"

"I say tell her the next chance you get," Rainbow insisted, pounding a hoof on the table for emphasis. "You obviously need to get this out of your system." She snorted and rolled her eyes again. "If this is what love is like, I hope I never have to deal with it."

Fluttershy blushed and shook her head. "It's… nice," she managed. "It can hurt sometimes, but you wouldn't miss it for the world."

"Maybe some ponies wouldn't," Rainbow huffed, but she shrugged off her disagreement. "I guess if you can deal with it though, it's no problem for me. Now could we please just eat this thing?"

Each hoofstep felt light as air as Twilight trotted home with Applejack. They traveled in near total silence, but neither pony minded. Their presence alone communicated far more than any conversation could, and Twilight could hardly imagine that this could even be happening. Still leaning into Applejack's shoulder, she could feel her friend's strong heart beat—a constant thumping that was steady, comforting, timeless…

Unfortunately, the walk back to her library lacked that endless quality. As the pair approached the impressive tree house, they pulled away from each other, turning so they could say their goodbyes.

Neither pony seemed to know what to say, and as Twilight blushed and looked away, Applejack rubbed the back of her neck and moved her mouth wordlessly for a moment.

At last, the orange mare found her voice. "Thanks for helping on the farm," she managed, leaving her mouth open when she finished as if she hadn't expected to stop speaking.

"It—um—You're welcome," Twilight whispered, suddenly unable to raise her voice. "And, um, thanks."

A blush found its way onto Applejack's cheeks. "Aww, dinner weren't nothing, Twi," she insisted, averting her eyes and lowering her head.

Twilight's smile dimmed as she saw the conflict playing out on Applejack's face. "What's wrong?" she asked.

"Don't know what you're talking about," Applejack answered brusquely, hardening her expression and trying to excise all emotion from her face.

"Please, Applejack. Let me help." Twilight put a hoof on Applejack's shoulder, but the farm pony shrugged it off, her eyes downcast.

"It's… complicated," Applejack admitted, slouching as the weight of her knowledge overwhelmed her.

"That's fine, AJ," Twilighted assured the mare, hugging Applejack with one foreleg. She offered a hopeful smile. "I'm good with complicated."

Tears nearly filled Applejack's eyes as she looked at her best friend, torn between two choices, two impossible alternatives. Blinking them away angrily, she grit her teeth and turned her head. "I'm just tired," she tried to explain. "Being silly, is all."

"Applejack, I know there's something eating at you." Twilight pushed further, her smile gone. "Just tell me, please!"

The words hung on the tip of Applejack's tongue, ready to spill forth if she would just send them on their way. The barest effort… No turning back…

Only one alternative—the flimsiest one possible—remained in Applejack's mind. Head bowed, she looked at the library and said, "Maybe we could rustle up some cocoa to talk over. It's awfully chilly out here."

The gleam of curiosity never left Twilight's expression, but the smile at least returned. "That sounds lovely," she replied. Maintaining her half-embrace of Applejack, she guided the farm pony into the library and set a kettle on the stove.

If Applejack had hoped that the act of making hot cocoa would make Twilight forget about what they had discussed outside, she was gravely mistaken. It took only a couple of minutes to boil the water and mix the cocoa, and before Applejack could even come up with a good distraction, Twilight walked out to the entry room with two cups hovering alongside her.

Taking a sip out of one of the cups, she levitated the other over to Applejack, who accepted it with smile and a nod. "Thanks, Twi."

"It's nothing, AJ." Twilight smiled back, taking another sip of the cocoa before setting her cup down on a nearby table. "Now, what's been bothering you all day?"

Applejack took her time taking a long sip of cocoa, savoring it as both a treat and a shelter. It could only last so long, though, and as she placed her cup down by Twilight's, she came face to face with the mare who would stop at nothing for answers.

"Come on, sugarcube," Applejack tried to deflect once more. "Is it really that important?"

"One of my best friends—maybe my very best friend—is acting weird all day, and I have no idea why." Twilight glared, her patience long spent. "Yes, it's important, and I don't understand why you're trying to keep secrets from me!"

A sigh escaped Applejack's weary lips. "I'll tell you if you want, Twi," she conceded, but she kept her expression resolute. "You've got to want to know, though. Are you sure you want to know?"

"Yes." Twilight didn't hesitated for a moment. "Just tell me, Applejack. I want to help."

Applejack smiled sadly, lowering her eyes and shaking her head. "Not sure how telling you'd help you do that, sugarcube, but…" She trailed off, pulling down the brim of her hat to hide her eyes. "Maybe later, Twi. I'm sorry." Her voice almost cracked as tears began to sting her eyes. "Just… G'night."

Taking one last swig of cocoa, Applejack straightened herself and wiped her face, knowing that there was no way to play this off as "just tired" anymore. Feeling the moisture of her tears as she wiped them away, she cursed herself, wondering how she'd let herself get so affected by the situation. She looked up to see Twilight coming forward to hug her and almost refused, but it was too much. Letting out a deep, ragged breath, she accepted the unicorn's embrace, enjoying it's comforting warmth for a moment before she returned the favor.

"Sorry, Twi," Applejack murmured after the ponies broke away reluctantly.

"There's no reason to be sorry," Twilight insisted. "Just make sure you're okay. If there's any way I can help—"

"I know, sugarcube." Applejack put a hoof on Twilight's shoulder, and the two smiled sadly at each other.

Clearing her throat as silence threatened to envelope them, Twilight glanced at the front door and said, "I guess it's getting late. You might want to get going before it's too dark to get back home." As an idea dawned on her, though, her expression changed. "Or, if you'd rather stay—"

Seeing where Twilight's train of thought was headed, Applejack wasted no time derailing it. "You're right, Twi. Got an early morning ahead of us, and I've got to be on the farm to get things ready. Thanks for the concern, though."

A tiny frown tugged at the corners of Twilight's lips, but she shook it off with a shrug of her shoulders. "Alright, then," she said, making her way toward the door. "Let me show you out then." Her horn began to shimmer as a magic aura wrapped around the door, swinging it open as Twilight and Applejack strode forward into the cool night air.

That same night air nipped at Fluttershy as she and Rainbow Dash left the Smiling Daisy, sending a shiver down the yellow pegasus's back. She had stayed out far later than she'd planned, and if not for the light of Luna's moon, the streets of Ponyville would have been unbearably dark and gloomy. As it was, the road to her cottage was clear on the other side of town, and she dreaded the long walk home.

Her companion, however, lacked those worries. Popping into the air with natural energy and power, Rainbow flapped her wings eagerly and asked, "You up for flying over Ponyville, Shy?"

Feeling a deep chill bite at her wings, Fluttershy shook her head. "I'm too c—cold," she admitted, stuttering as another shiver rippled through her.

Touching down next to her timid friend, Rainbow rolled her eyes as she draped a wing over Fluttershy's back. "Is this any better?" she asked gruffly, stiffening as Fluttershy leaned into her warm body.

"It is," Fluttershy answered. "Thank you so much."

"Don't get used to it," Rainbow grunted, focusing on putting one hoof in front of the other and not on how totally lame she was being at the moment.

As they passed a store sign boasting a quill and inkwell, Fluttershy's head perked up and she began glancing all around. "Are we near Twilight's house?" she asked, still looking back and forth as her eyes grew wider.

Seeing the large tree that hosted the town library a few blocks away, Rainbow shrugged and nodded. "I guess so. So what?"

Panic overcame Fluttershy momentarily as she pulled away from Rainbow and searched for an escape. Closing her eyes, she took a deep breath and reminded herself that there was nothing to worry about, nothing to fear, nothing at all. She couldn't fool herself completely, though, and her heart still raced as she shook her head and said, "Sorry, Dashie."

"No reason to apologize to me," Rainbow shot back. "Let's just get going. I've got some sleep I need to get to."

The pegasus trotted forward faster than before, leaving Fluttershy to catch up with her newly quickened pace. Before Fluttershy could even think of how the distance between her and the library steadily began to shrink, she was passing right in front of it.

Just as that realization struck the timid pegasus, the door to the library began to open, and a terrified squeak of terror erupted from Fluttershy's lips as she galloped forward to escape. Rainbow gave her no respite, though, and she stopped Fluttershy in her tracks as Twilight and Applejack exited the library, both smiling despite their silence.

"Hey, guys!" Rainbow called, drawing confused stares from both ponies. As Twilight tilted her head in confusion, splitting her attention between both pegasi, Applejack stared directly at Rainbow Dash as her smile vanished.

"What are you doing here?" Twilight asked, trotting forward to say hello.

"That's a good question." At first, Applejack remained motionless, but seeing Twilight join Fluttershy and Rainbow Dash, she decided to join the unicorn.

Rainbow's eyes darted all about as she answered, "I'm just passing through, you know." Backing away slowly, she said, "Well, I've got a lot of… stuff to do and all that, so I'll just be going." As she finished her sentence, she began to flap her wings, and as soon as the last word exited her mouth she was gone, leaving nothing but a faint colorful trail in her wake.

Rolling her eyes in the direction Rainbow had flown off in, Applejack turned to Fluttershy, who seemed transfixed in surprise and terror as Twilight approached. Grabbing the unicorn's shoulder, she said, "Mind if I talk to Fluttershy for a moment?"

Startled first by Rainbow's unexpected departure, then by Applejack's odd request, Twilight looked decidedly puzzled. "I guess?"

With a soft smile, Applejack nodded. "Thanks." Leaving Twilight behind, she trotted a few steps over to Fluttershy and put a hoof on the frightened mare's shoulder.

"Um, hello, Applejack," Fluttershy somehow managed despite her wide eyes and quavering voice.

"Hey, Shy." Applejack's voice carried all the tenderness of a big sister as she looked down at Fluttershy's hunched, timid form. "No need to be afraid."

Fluttershy looked away. "I know," she said simply.

Applejack tried to smile, but found that she couldn't as her eyes grew wet. "Take good care of her, Shy, you—" She tried to keep her voice from breaking, but to no avail. Swallowing, she finished her sentence. "You hear?"

Lifting her gaze to meet Applejack's, Fluttershy answered, "Applejack?"

"Just—" Applejack shook her head as the tears refused to stay away. Grabbing her hat and jerking it down, she turned and ran, leaving nothing but a cloud of dust and two confused ponies in her wake.