Shy Words

by Ryuler

First published

Twilight plans a nice sleepover for her and Fluttershy

The unicorn and the pegasus Twilight and Fluttershy have a nice friendly sleepover at Twilight's library. As the event progresses, it escalates into something better than they could hope for.

Marvelous Morning

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The fresh summer air, breezing through her mane. The soft ground below her, and the smell of pastries, flowers, and coffee mixing together into a blissful aroma. She was a gentle pony; smart, wise, and friendly. She had a purple coat, that matched her straight dark purple mane with pink highlights. She had a horn, that extended from her forehead, gently parting the front of her hair, and on her flank was a bright red star with white sparkles accompanied beside it. Her name was Twilight Sparkle, and she was the official librarian of a town called Ponyville. She loved the town, and her friends, and it was just a normal day for her as she cantered through the streets.

She was unaccompanied by her assistant, Spike, who was a small baby dragon of purple and green scales. It was early in the morning, around 9am, and Twilight was enjoying her stroll down to meet Pinkie Pie at Sugarcube Corner to enjoy a relaxing breakfast. There were plenty of other ponies trotting about their own business on the streets that she passed by. She approached the door to the building of her destination, preparing herself for the delicious treats that were sealed within. The structure was different than most of the buildings in Ponyville. Rather than appearing white with straw roofs, it had a look all of its own. It did indeed posses white walls, however, wandering eyes stray away and fixate on the abnormal roof of the building. The roof was chocolate brown, and lined with a white substance assumed to be faux frosting, along with other colors of the spectrum, and three candles on the very top.

Twilight eagerly opened to doors to the entrance, and stepped inside to be greeted by a warm interior, and the overwhelming smell of sweet pastries and other baked goods. Sugarcube Corner's interior matched its exterior with vibrant colors, and edible looking inanimate objects. Twilight approached the front counter which lacked a cashier at the moment, at least until Twilight rang the silver bell intelligently perched on the right.


"Yippie! Hey there Twilight! What brings you here?" a flamboyant pink earth pony cheered.


Her name was "Pinkamena Diane Pie," but everyone referred to her as simply "Pinkie Pie." Her name truly matched her appearance, as her coat is bright pink, covered by her mane, which was simply a darker shade of pink. Her mane was curly and fanatical, her eyes cyan, and her cutie mark a small bundle of three party balloons. She was known as the party pony of Equestria, and she loved to have fun and laugh more than anything else.

"Hello there Pinkie," Twilight replied with a smile, staring at the pastries advertised in various sections of the store through her dark purple eyes. "I came here to relax and enjoy one of Sugarcube Corner's delicious treats, but I have no idea what to get." she explained with a happy tone in her voice. Pinkie was more than happy to assist.

"OOOOH, well do you want cake, candy, chocolate, muffins, cookies, pie..." She trailed off in a barrage of words all relative to baked goods and sweet candies.

Twilight simply smiled and made her decision "I think I'll have 2 chocolate chip cookies," she selected.

"Okie dokie lokie!" The pink pony replied as she spun around in mid air, and began bouncing on all four hooves away from Twilight. She returned short moments later with a bag gripped in her mouth that contained Twilight's choice of baked goods. She placed it on the counter, with a chirpy smile,

"That'll be four bits."

Twilight placed four bits onto the counter, which is the general currency in Equestria, and completed the exchange. She used her magic to telepathically elevate the bag off the counter and to her side. She waved Pinkie goodbye, and exited the building of many colors, traveling with the bag still at her side. Her next goal was to find a comfortable bench to rest upon, and enjoy her treat. Her goal was achieved as she located a small bench fixated on the edge of the streets under a large green tree. She took her seat upon the bench, and was able to overlook the streets, watching other ponies as they ventured by. After shuffling around, and achieving a relaxing position upon the bench, she gripped the bag in her fore hooves, and unwrapped it. Her reward for releasing the cookies from their paper confines was a rich scent of chocolate and a small puff of warm air. She used her right hoof to delve into the bag, and she retrieved one of her two chocolate chip cookies, which she began to consume.

She took a glance above her, witnessing the white clouds strolling across the vibrant blue sky through the many branches and leaves of the tree. She closed her eyes, relaxing every muscle in her body, completely taken by everything around her. The warm air that brushed against her coat, the sound of gentle wind chimes clinging together and the leaves rustling, the rich taste of the cookies, and the smell of chocolate. She never imagined that anything could triumph over the blissful feeling of a moment like the one she was experiencing. Time escaped her world; she was shocked at how fast she devoured her delicious treats. Left with nothing else to do, she abandoned her seat on the bench, threw away the empty paper bag, and set her course for home. However, her trek was peacefully interrupted when a certain pegasus crossed her path.

"Hello there Fluttershy," Twilight waved to her friend

"Huh? Oh, hello there Twilight," the pegasus responded.

The one called Fluttershy is a pegasus. Her coat is a pale yellow, and her uniquely shaped mane is pink in color. Her hair is long, silky and curled at the tips. She occasionally uses her hair as a pseudo shield to hide behind when she planted in uncomfortable situations or crowds of unknown ponies. She possesses cyan eyes, and a cutie mark consisting of three pink butterflies on her flank. She is an expert on assisting and feeding small wild animals, and although she is a pegasus, she doesn't enjoy soaring through the skies very much.

"Where are you heading to?" the purple unicorn asked.

"Well, I was going to get some more carrots to feed Angel tonight."

Angel was Fluttershy's pet, he was merely a small white rabbit.

"Alright. Is it ok if I... how do you say... 'tag along'?" Twilight shot a quick smile, she wasn't too acquainted with the studies of "street talk."

"Oh of course, I mean, if you want to that is," Fluttershy replied.

Twilight simply responded with a nod of her head, and walked beside her friend, following her to her destination.

"So, how are things Fluttershy? It's been a while since I've seen you."

"Things are great."

"So, the animals are ok? No problems or anything?"

"Oh no not at all."

"Have you done anything fun or different lately?"

"No."

Twilight was feeling a tad awkward by Fluttershy's short replies, which she seemed to force out without even looking in
Twilight's direction.

"Well ok," the unicorn added, without much left to say.

They continued walking together, but few words were exchanged. Twilight had a theory that something was bothering Fluttershy, they pegasus seemed a little disturbed. She figured that spending time with her would cheer her up, maybe they could go have lunch later that afternoon, or play in the park.

"What are doing later today?" Twilight asked "Other than feeding Angel, and... the others." she quickly added.

"Uh... that's it. Feeding Angel and some of the other animals, that's it."

"Ok, well, do you think you will have time to maybe do something?"

Fluttershy looked at the purple unicorn, "Like what?" she then returned her gaze to the streets in front of her.

"Not sure, we can go to lunch, or a performance, or uh..." Twilight pondered for a few moments. "How about a sleepover?"

Fluttershy perked up a bit, happily "That sounds fun," she smiled at her friend.

"Ok!" Twilight almost cheered "How about my place tonight at 8pm. Spike will be sound asleep upstairs, and we can
stay downstairs for the night."

"Sounds great," Fluttershy agreed.

Twilight smiled "Well, I'm going to head home now. See you later Fluttershy."

"Ok, goodbye Twilight."

The unicorn cantered home, excited for the night to come. "We're going to have so much fun, we're going to tell stories, and do makeovers, and..." she froze for a moment. She thought over what she had created. What she had created was a sleepover, for her and Fluttershy. In her mind all she could imagine was a night of small conversation, and barely any fun. Although Fluttershy was her friend, she realized this was probably not one of her greatest ideas. She shook the irritable thoughts from her mind of the night becoming boring, and became optimistic, imagining it would turn for the better.

"Tonight's going to be just great."

Sleepover Begins

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Twilight was relaxing on the couch in her cozy library home, reading a book to pass the time. She glanced at a clock mounted on the wall, and realized it was nearly 10 minutes 'till 8pm. She took a moment to scan the room, assuring that it was clean, as she was awaiting Fluttershy for their sleepover that night. Spike had already taken refuge in his basket upstairs, and was peacefully asleep for the night. Twilight finished a few more pages of her book before she heard a knock on the front door. Knowing who it was, she immediately marked her page, placed the book on the correct shelf, and opened the door.

"Hello Fluttershy, so glad you could make it!" she greeted her friend with a smile

"Thank you for inviting me," the pegasus replied.

Twilight gestured her winged friend to step inside, and she gently shut the door behind her. Fluttershy hesitantly took a seat upon the couch in the middle of the room. She took a moment to admire the interior of the library. She had been there many times before, however, the amount of books and antiques Twilight had stored in her home were still fascinating. It seemed as if the walls were stocked with pages of eternal knowledge.

Fluttershy hummed a gentle tune to herself, quietly, as she awaited Twilight to join her on the couch.

"How did everything go with Angel and the others?" the unicorn asked

"Oh, it went well. I'm just so glad I can help those poor animals."

"You do have quite a gift when it comes to providing care for them."

Fluttershy smiled at Twilight. They sat together on the couch, a respective distance away from each other, when silence fell upon the both of them. Twilight with little to say or ask, sat quietly, and took a few glances around the room. Fluttershy simply hid behind her hair and stared at the floor.

"Well," Twilight broke the silence "Are you hungry or thirsty? I can get you something if you'd like."

"Oh, I would like just a little bit of tea, I mean, if that's ok."

Twilight placed a hoof on her own mouth and giggled slightly
"Alright." she said, as she pushed herself from the couch, and walked into the kitchen.

Some cluttering could be heard from the kitchen, and a few moments afterwards, Twilight returned to the couch.

"Kettle is on the stove, warming up," she informed.

Once again the silence had returned to the home. Twilight had a few things planned for the night, but didn't propose any of her ideas, unsure of what Fluttershy may think. Twilight placed a hoof on her own chin, contemplating a few possibilities. Desperately looking for a way to break the silence, and to entertain her friend, she crafted an idea in her mind.

"Hey Fluttershy, I got a game we can play." She explained. "Guess who I am."

Twilight leapt off the couch, and quickly grabbed a curtain from a nearby window. She wrapped the curtain around her neck, and began to trot about the room.

"Bow down to me, for I am great and powerful! The most powerful insensitive jerk in all of Equestria!" She announced in a voice of mockery. Fluttershy couldn't help but giggle.

"Trixie sure is one of a kind."

"You said it," Twilight laughed a bit herself

"Can I try?" Fluttershy politely asked.

"Of course."

Twilight unwrapped the curtain from around her neck, and folded it neatly before setting it down on the floor. In the meantime, Fluttershy had left the couch Twilight had returned to, and was standing in front of her.

"Oh, look at me. I'm so cool and awesome," she proclaimed as she lifted her head in the air and placed a hoof on her own chest. "You are all so lame, and I'm so cool and... cool!"

Even when Fluttershy was mocking someone, she was so graceful in her tone and posture.
Twilight tilted her head slightly, observing the sight in front of her until it finally hit her

"Oooh, Gilda?"
Fluttershy nodded joyfully, giggling as she did "Yeah. You don't think I was too mean did you?"

Twilight simply laughed. Here the two of them were making fools of themselves impersonating individuals they disliked, and Fluttershy was concerned of displaying too much negativity.


"Not at all Fluttershy, we're just having fun is all," Twilight reassured her, and gave her a smile.

Moments of laughter went by, filled with the two of them impersonating others. A few times, Twilight was worried they were making too much noise for Spike to remain in his slumber. However, they were having too much fun, and Twilight somewhat pushed the miniscule worries from her mind. Their activity was interrupted by the whistle of the kettle in the kitchen. Twilight hastily entered the kitchen to remove it from the stove. She telepathically retrieved two small tea cups from the cupboard, and placed them on the counter. She carefully poured the hot water into each cup equally, and began mixing the herbal remnants used to make tea into the cups. She added a couple spices and other additives to perfect the flavor of the tea.

Fluttershy entered the kitchen, attracted by the aroma of Twilight's creation.

"Wow, that smells great," she complimented

Twilight placed the cups on a small table and invited Fluttershy to sit down. They took their seats, and began sipping the hot tea.

"Do you like it?" Twilight asked

"Oh yes, very much. Thank you Twilight."

Fluttershy truly enjoyed the flavor. It was sweet, with a hint of cinnamon. It smelled like fresh herbs and honey. She closed her eyes, savoring the taste, almost lost in her cup of tea.

"Wow Twilight. This is actually very very good." She complimented again.

"Thanks. I was a little worried how it would turn out, but I believe I did well enough."

"You most certainly did."


They enjoyed their herbal delights while they shared a nice conversation. They mutually acquired substantial knowledge about each other's preferences and dislikes, as well as various childhood memories.

"I enjoy reading more than most activities. Especially when I was younger, my parents could never get me outside. All I wanted to do was read." Twilight shared

"Oh. I was always afraid to go outside and explore. Rainbow Dash loved it though, but I didn't."

Twilight took another sip of her tea

"So what does it truly feel like to live up in the clouds, and look down at all the earth ponies below?"

"Well it was mostly scary. I was always afraid of falling. Even though I could fly, I still feared falling off."

"But it just seems like it would be a wonderful experience to live up there in Cloudsdale for a while."

"I don't miss it too much."

Twilight laughed at took another sip of her tea, which was near complete depletion.

"Fluttershy, you truly are intriguing." Twilight stated as she smiled.

"Is...that a good thing?"

"Of course it is. You're a very interesting pony."

"Thanks."

Fluttershy sipped the remaining essence of her herbal treat.

"That was really good Twilight, thank you."

Twilight nodded and swallowed the last bit of her tea as well. She then removed the tea cups from the table, and put them to rest in the sink.

"So Fluttershy, what do you want to do now?"

There was a short silent interval of mutual contemplation. A few moments later, Twilight surfaced another idea.

"We could bake something. Like a cake or cookies, that seems like fun."

Even though Twilight had attained baked goods earlier that day, she felt that practicing the culinary arts with a companion would be an enjoyable experience.

"Ok," Fluttershy agreed

Twilight gathered the necessary ingredients to make one dozen chocolate chip cookies. She placed everything she needed on top of the counter. She turned the oven on, and proceeded to mix the batter. She began by pouring flour, salt, baking soda, and other various items into the mixing bowl. Fluttershy assisted by breaking 2 eggs, and emptying the contents into the bowl as well. Twilight murmured to herself as she crafted a bowl of increasing sugar content. The amount of activity and clutter created quite a mess, as flour and other ingredients spilled and flew about the room. This incented laughter among the two friends.

"And some brown sugar, and butter, and cinnamon."

Fluttershy poured 2 cups of chocolate chips into the mixture, along with a teaspoon of vanilla extract.
Satisfied with their creation, Twilight mixed all of the culinary elements together, creating a thick, smooth batter. Using her magic, she carefully poured 12 equally sized circular formations of batter onto the tray, evenly distributing each unit. Fluttershy opened the oven door, and Twilight placed the tray inside. Fluttershy closed the door, as Twilight set a timer for 15 minutes. After returning the remaining ingredients to their original locations in the kitchen, the two ponies stopped to examine each other.

"Wow, we sure did make a mess. My mane is full of... whatever got in there."

Twilight shuffled through her mane, gently tugging small bundles of her messy hair. Fluttershy let out a small sneeze as she inhaled some flour that was on her nose. Twilight giggled slightly at her friend then she started washing her hooves in the kitchen sink. Fluttershy sneezed a few more times, and grabbed a small washcloth to wipe her nose.

"Well that's not going to work," Twilight said, and turned off the water. "Let's go wash all this off, I'll get a bath started."

Twilight proceeded to exit the kitchen, but Fluttershy stopped her


"Wait... you mean. for the two of us?"

Twilight took a short glance behind her and replied "Well yeah. What's the... oh..."
Her words came to a halt, realizing how awkward that must have sounded.
"Well we're friends aren't we? It shouldn't be that much of a problem." She reassured. She waved her hoof at the pegasus, gesturing for her to follow.

Into the Night

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As Twilight ventured off towards the washroom, Fluttershy followed directly behind her. The two of them walked, and Fluttershy was given a clear view of the unicorn's flank. However, she never gave much thought to things of that manner. They came to stop in front of a door, which Twilight proceeded to open.

"Not to bad is it?" Twilight asked Fluttershy, who was still staring at her flank.

"Uh.... Huh? what?" the pegasus stuttered in shock.

"Washroom isn't too dirty is it?" Twilight asked again

"Oh! No not at all."

"Are you ok Fluttershy?"

"Of course I am." she replied with a smile

"Uh.. ok. Well, come on in."

Twilight entered the room, and approached the bathtub. She used her magic to turn the handles on the faucet, mixing the cold and hot water to create a relaxing warm result. After filling the tub, Twilight placed her hoof in the water, testing the temperature. Unsatisfied, she began twisting the knobs again. Fluttershy waited patiently. As she waited, she glanced around the room. The room was mostly made up of tile. The counter, floor, and walls were all tile, with a large mirror on one wall mounted above a sink. As Fluttershy's eyes scanned the room, her gaze came to rest on Twilight. Once again, her flank was in perfect view. Twilight was leaning forward slightly over the tub, still adjusting the water temperature.

"Ah! Finally!" she excalimed.

Twilight stepped into the tub, and nearly submerged herself into the warm soothing water. The flour and other cooking ingredients began to wash off her purple coat.

"Come on Fluttershy." Twilight invited as she leaned against one side of the tub, patting the water gently for her winged friend to join her.

Fluttershy simply stood motionless, with a stoic expression on her face.

"Fluttershy?" Twilight called "...Fluttershy?"

Still no answer. Twilight let out a small groan before splashing some of the water in Fluttershy's direction. The water landed on her face, wetting her hair a bit. She jumped slightly and squealed. She looked at Twilight, then at the floor where the water had ended up.

"That.... that...." she began

"Sorry Fluttershy... But you were just standing there. You didn't say anything, and you weren't doing anything at all. Were you daydreaming?"

"Um... well sort of." she explained.

"Well, quit daydreaming and get in, you're still at messy," Twilight teased a bit with a smile

Fluttershy stepped into the tub on the opposite side of Twilight, and positioned herself in a comfortable spot. All of the dirt was being washed away from her yellow coat and pink mane. She leaned against the side, and glanced at the ceiling. They remained tranquil for a few moments, until Twilight grabbed a small green shampoo bottle perched on the corner of the tub in her hoof. she untwisted the cap, and poured some of the bottles' contents in one hoof, and applied it to her hair. Fluttershy watched as Twilight scrubbed her mane, creating thousands of bubbles and suds. After lathering, she submerged her head into the water, washing all the soap and dirt away. Then she pulled her head from the water, flicking some of the particles into the air. She gently wiped her eyes with her hooves, then turned to look at Fluttershy, who was still closely monitoring Twilight.

"Want some?" Twilight offered "Don't mean to be rude but... your mane still looks really messy."

Without any words, Fluttershy simply nodded. Twilight gave her a smile, then grabbed the bottle and took some shampoo in her hoof. She moved closer to the pegasus, and ran her hooves through her mane, applying the shampoo.

"Well actually I meant uh..." Fluttershy tried to explain, but gave up as Twilight washed her mane

She hummed a gentle tune as she gently scrubbed her friend's long, silky, pink hair. She stroked her mane tenderly, careful not to pull her hair too hard. Fluttershy closed her eyes, enjoying the feeling of her mane being stroked and cleaned. Twilight couldn't see it, but her friend was smiling. Once Twilight had her all lathered up, she gently assisted her head below the water, then brought it back up. Twilight rubbed some of the water from Fluttershy's eyes, and simply smiled when she opened them.

"There, all better." she proclaimed.

"Th...thanks Twilight."

Twilight nodded her head, and moved back to her side of the tub. She closed her eyes and relaxed for a few moments, letting out a deep sigh. She didn't realize her friend was staring directly at her.

"Twilight?"

Twilight opened her eyes and turned to look at the pegasus.

"Yes?"

"Um... you. Didn't have to do that you know. I could have done it myself."

"Oh don't worry, I'm always happy to help." Twilight smiled

"Well it's just that. Well, I uh..." Fluttershy turned away, and hid behind her mane.

"Hm? What's wrong?"

"Nothing Twilight. Don't worry about it..."

"ok?" Twilight gave a look of worry and confusion.

"Well I'm ready to get out," she said, and stepped out of the tub. Fluttershy watched her open a small cabinet on the wall near the sink, her mane soaking wet and dripping water all over the floor. Twilight grabbed two towels from the cabinet.

"Here this one's for you." she raised one towel in the air.

Fluttershy stepped out of the tub, letting her own mane drip across the floor. She grabbed the towel and wrapped it around her body. Twilight and Fluttershy dried themselves off with the towels, and set them down in a corner of the room. Twilight opened a drawer connected to the sink, and with her magic, she lifted a brush into the air. She brushed her now ruffled mane, humming quietly as she did. Fluttershy noticed how cheerful Twilight seemed to be. The entire night Twilight had a smile on her face, constantly asking Fluttershy if she needed anything, and constantly trying her best for the two of them to have fun.

After brushing her mane, and returning it to it's scholar-like style, she looked at Fluttershy, who's mane was disheveled from the towel drying.

"Here, let me help," she said.

She took the brush in her hoof and, instead of using her magic, she brushed Fluttershy's mane the Earth pony way. She would take a small bundle of her hair and glide the brush across, straightening and smoothing her mane. Fluttershy was once again speechless, all she could do was glance around the room as Twilight tended to her mane.

"Your hair is really pretty Fluttershy," she complimented.

Although Twilight couldn't see, Fluttershy was blushing at her words.

"It's just so smooth, long, silky, and beautiful."

Fluttershy was blushing madly, her cheeks turning a bright red.

"There we go, aaaaaand done." Twilight stated, satisfied with her work.

Fluttershy's mane was restored to its usual style. Twilight returned the brush to its drawer, then looked at Fluttershy, who was still blushing. Twilight looked at her red cheeks, then to her eyes. This didn't exactly help the situation, as Fluttershy began to shiver slightly and continue to blush. The two stared at each other for a few more moments before a loud 'ding' was heard.

"Oh that's the timer" Twilight pointed out.

She exited the washroom and headed for the kitchen. Fluttershy followed close behind. This time when she saw Twilight's flank, her usual aloof focus on manners such as these was absent. She actually looked at Twilight's flank, for the first time.

They entered the kitchen, and twilight used her magic to open the oven door, and retrieve the tray of fresh baked cookies. The smell of chocolate filled the air, and she placed the tray on the counter. Using her magic, she turned off the stove, and then she grabbed two plates and glasses and placed them on the table. She took four of the 12 cookies and placed two on each plate, then filled each glass with an equal amount of milk.

"All set," she said.

When Fluttershy reached for the chair, she was stopped by Twilight who grabbed the chair for her, patting the seat slightly for Fluttershy to sit. She smiled at the pegasus, and Fluttershy sat down. After Twilight had pushed Fluttershy's chair in, she took a seat of her own. As the two of them ate, Twilight tried to keep a steady conversation.

"Are they ok?" she asked

"Oh yes, they're very good Twilight. Thanks again."

"You know," Twilight began "This kind of reminds me of when I was a young filly, and I would eat cookies with my mother. We would bake them together and them eat while she read me a story. Kind of miss those days." she said and then took another bite.

Fluttershy simply nodded, and continued to eat.

"What about you Fluttershy? You ever do anything fun with your mother?"

"Well, we did used to sing together. We would sing happy songs and clean up the house."

Twilight smiled and took a sip of her milk.

Fluttershy had finished her last cookie, and looked up to meet the gaze of Twilight.

"Um... is it alright if I have another?"

This made her friend giggle

"Of course," she replied and telepathically placed another cookie on Fluttershy's plate.

"I love how polite you always are Fluttershy. I really like that about you. More ponies should be as kind as you are."

"Th....Thanks," she blushed "I like how you brushed my mane."

Fluttershy's eyes went wide at her statement. She froze and entered panic mode "I I... mean um."

She hid behind her mane and slumped down into her chair. Twilight approached her, and placed a hoof on her shoulder.

"Are you ok? This entire night you've seemed more nervous than usual"

Fluttershy glanced up into Twilight's eyes, tears forming in her own.

"I just...." She struggled to get her words out, but couldn't. She shivered and look at the floor.

Twilight wrapped her forehooves around Fluttershy, and pulled her off the chair into a warm hug. Twilight held her in her arms, gently rubbing her back and stroking her mane. She hummed a soft melody, and hugged her friend for a long while, until Fluttershy finally pulled away.

"You feel better?" Twilight asked

"No..." was her response.

"Hey," she said "Fluttershy, I understand if things get stressful, but that's what friends are for. I'm here to help, I wanted you to come here tonight so I could cheer you up. You seemed really stressed earlier today, I just had to do something. What is it that's bothering you? Whatever it is, I can assist you through it."

Twilight gave her friend a large warm smile. Fluttershy simply looked back down at the floor. They both stood there, silent and still. It was just like earlier that night. There were both quiet with nothing to do or say.

"Look... I'll be on the couch if you need me." Twilight left the kitchen.

She did feel a little guilty about leaving Fluttershy standing there in the state she was in, but Twilight truly did not know how to help her. She didn't even know what was bothering her. She sat on the couch, and grabbed and book, which she opened to read. Fluttershy remained standing, all alone, in the kitchen.

Thousands of questions raced through her mind

Why do I feel like this?

What do I do?

Why am I so nervous?

Why am I shivering?

Why can't I just feel like my normal self again

She remained in the kitchen for a while longer, before walking towards the main room.

Twilight was still relaxing, sitting upright on the couch, occupied by her book. Although, she wasn't really paying much attention to what she was reading. She was trying to figure out what was wrong with her friend, and how she could get the answer. Then she saw Fluttershy approaching the couch. Twilight closed her book and placed it on the folded curtain she had used in their previous games. She was preparing to say something, but was interrupted.

Fluttershy climbed on the couch, and placed her head in Twilight's lap. Twilight simply stared in complete confusion at Fluttershy's actions. She was left speechless and completely perplexed. Fluttershy was shivering again, her head face down in Twilight's lap, and her hooves traversed across Twilight's legs.

Twilight almost instinctively began rubbing Fluttershy's head in a motherly fashion. She stroked her mane and neck very softly, and whispered comforting words. Twilight was still trying to process the events in her mind, but her attempt at analyzing the situation began fading away. She wanted to help her friend relax, and this seemed to be the most effective way at the moment.

They remained on the couch for at least half an hour. Twilight continued to stroke Fluttershy, and using her magic, she quietly lit a fire in the fireplace. She turned off the lights, leaving the fire as the only light source in the dark room. The flames of the fire provided steady warmth and a peaceful flickering light source accompanied by the calm crackling of the wood. Twilight was comforting her friend, hoping that what she did tonight had truly helped her. But her thoughts were interrupted by Fluttershy.

"Twilight... I have to tell you something." She said and gracefully shifted to her back to stare up at the purple unicorn.

"Yes? what is it?" Twilight answered with a calming tone and the most adorable smile.

"I... I know I've been acting a bit strange tonight." she continued "and I want to let you know why..."

There was a long pause

"Yes, go on," Twilight encouraged

"It's well... this isn't exactly easy for me Twilight..."

"It's ok," she responded "You can tell me anything Fluttershy. I'm here for you. I promise you, whatever it is that's bothering you I will do my very best to help."

"Well... Twilight... I uh."

Fluttershy was shivering vigorously, and she turned away from Twilight's gaze.

"Well. You've done nothing but help me tonight... You invited me over, and made tea and cookies. You really cheered me up with that game we were playing... Then you washed and brushed my mane for me. No one has ever been this nice to me. But the thing is... you're like this all the time Twilight. Not just tonight, you're always there to help me at any time..."

Fluttershy took a moment to collect her thoughts

"I guess what I'm trying to say is... that I..."

She bit her lip and turned her head away

"I... think I...like you." she whispered.

But unfortunately, Twilight didn't hear.

"Huh? What was that?" she said.

"I said I think I...like you." Fluttershy repeated.

"Fluttershy... I don't mean to sound rude but.. you keep mumbling, and I can't hear..."

She looked Twilight in the eyes "I said I like you!" she eclaimed.

Twilight leaned her head backwards slightly, a bit surprised at the sudden outburst of boldness Fluttershy was displaying.

"Well I like you too Fluttershy, that's why I try to help."

"No... you don't understand Twilight..." Fluttershy leaned forward off of Twilight's lap. She turned to look at Twilight, then placed her forehooves on each of her shoulders. At first it was a firm grasp, and she looked Twilight directly in the eyes, but then her grip loosened and she turned her head to the side.

"I... love you Twilight." she confessed, and let her hooves fall from Twilights shoulders. She turned her entire body away completely, her back now to Twilight.

Twilight's eyes widened, and her mouth fell open slightly. Her brain seemed to go into super computer mode. It was running thousands of thoughts, actions, and words simultaneously. It was scanning every single storage of memory Twilight had ever accumulated over the years, desperately searching for ANY morsel of informational to use to react to this situation. But nothing came, she had nothing to apply to this. She had enough knowledge to cast any spell, to escape any beast, to rationalize the irrational, but nothing to deal with the phrase "I love you".

After her thought process had failed her, she simply relied on her emotions to decide what to do. For the first time that night, she looked at Fluttershy in a different way. She examined her closely, her bright yellow coat and long beautiful pink hair. Her adorable personality, her shy demeanor and pretty eyes. Twilight then recalled everything that happened that night, everything that was said and done. She realized the things that happened between them were rather "close." She kept replaying those words in her mind like a record, vividly remembering exactly how they were said and what was said in that cute adorable voice. Fluttershy was always a calm, peaceful, kind and adorable pony. Even though her specialty was given care to animals, if a pony ever needed emotional support, Fluttershy was the one to help them. Sure there were moments where fear would leave Fluttershy cowering, but she was always concerned about her friends and would never intentionally abandon them.

The fire flickered away and Fluttershy was on the verge of tears. Her entire body was shaking madly, and her eyes were full of sadness. But then, she felt the familiar embrace that she had enjoyed so much. Twilight hugged her from behind, wrapping her hooves around Fluttershy, and pulling her close to her chest. Fluttershy almost immediately spun around and stared deeply into Twilight's eyes.

"I love you too Fluttershy," Twilight smiled madly, and placed her hooves gently around Fluttershy's neck.

Twilight leaned forward, and pulled Fluttershy close. Twilight pressed her lips against her friend's. she pulled Fluttershy into a passionate hug and kiss, enjoying the sensation and feeling. They were both filled with joy and warmth. Fluttershy couldn't believe she was really kissing Twilight, and she opened her eyes for a brief moment to assure this wasn't a dream. They held each other for was seemed like hours. Twilight parted her own lips very slightly, testing for a response. Fluttershy accepted, and opened her mouth, allowing Twilight's tongue to enter. Their tongues danced and swirled together, bringing a rush of pleasure heat through the two lovers. Their hearts beat rapidly, and their bodies felt lighter than air. They continued going at it, sucking and curling each other's tongues until Twilight hesitantly broke the kiss and gasped for air. A small stream of saliva snapped between their lips as they parted, the two of them panting heavily, still holding each other.

Moments passed while they stared into each other's eyes, smiling and breathing.

"That... wow." Twilight expressed, looking for the right words. "It was like... like."

Fluttershy placed her hoof on Twilight's lips, and then kissed her again. Twilight gently lowered Fluttershy to her back, and lied on top of her, still kissing. Their excitement and passion increasing, their love burning for each other. Their tongues connected once more, Twilight's horn radiated a dim purple, and the fire mysteriously went out.