Learn to Fly

by Captain_Hairball

First published 8th of May, 2017

Teenage Fluttershy can’t pass the flight test she needs to graduate from flight school. Afraid of getting stuck in Cloudsdale, she runs away to a strange new town called Ponyville. But her problems follow her there.

Teenage Fluttershy can’t pass the flight test she needs to graduate from flight school. Afraid of getting stuck in Cloudsdale, she runs away to a strange new town called Ponyville. But when Rainbow Dash follows her down she finds she can’t run away from her problems, and there are a whole new set of problems waiting for her on the ground.

Fluttershy will have to choose between her love for her childhood friend Raindbow Dash and her exciting new lover Tree Hugger. She’ll have to face the grumpy, scary old mare named Posey who lives in a cottage on the edge of the Everfree Forest. And even though she lives on the ground now, she’ll still have to learn to fly.

Erotic romance — plot-heavy, but full of heavy plots. All sex is story-important. No skipping! Contains lesbian horse sex, public sex, group sex, drunk sex, hoofing, anal toys and rimming.

Edited by Rasael and Rush. Special help from Cerulean Starlight.

Chapter 1

Fluttershy sat in a field of flowers, nuzzling bunnies and stoats, surrounded by singing birds and flapping butterflies. Flowers caressed her coat. And she was happy.

Until she looked up.

The sky was red. It had fangs. It was pulling her in.

She scrabbled at the ground with her hooves, but the earth was ripped from beneath her body, and she spun into the sky, plummeting forever, screaming.

Fluttershy sat up in bed with a gasp. She tangled her blankets around her hooves and clutched them to her chest. Her eyes darted around her darkened bedroom, searching for trespassers, windigos, harpies, or boogeymen. Nothing moved. The only sound was the drone of Zephyr’s snoring from down the hall. She held still for a few more minutes, just to be sure, brushed her mane out of her eyes, slid out of bed, and snuck over to the window. Pushing up the sash, Fluttershy folded her forelegs on the sill, and looked out over the clouds around her family’s house.

Circios district had drifted up above downtown Cloudsdale during the night, and she could see its lights spreading out underneath her. Wisps of cloud drifted over the city, blotting out lights as they passed. In a week, she’d be graduating flight school. Well, ‘graduating’ was putting it strongly. Her academics were fine. Strong, even. But she’d failed her flight exam for the third time last week, and she couldn’t get her diploma until she passed.

Well. Darn them.

She shuddered, feeling bad about using such language, but… yes. Darn the Cloudsdale public school system. Darn them to heck. She was eighteen! They couldn’t keep her here. There was exactly one thing keeping her here until graduation. Well two. One was that she had no plan beyond ‘leave Cloudsdale and never come back’ — except for family birthdays and Hearth’s Warming of course. Finding a job, a place to live, replacing the few friends she had? It was too terrifying to think about. The other… well, that was even less realistic.

Fluttershy closed her eyes and thought about cyan feathers and fluttering, breathless kisses. Her cheeks started to get wet, and she felt like she had a piece of apple stuck in her throat. Stupid. It was stupid to even think about it.

With that thought, she closed the window and crawled back into bed. She was still awake when sunlight started creeping into her room. Her stomach rumbled. With a sigh, she got up, pulled on her little green robe with the pink trim, and tippy-hoofed downstairs to the kitchen. She opened the fridge, got herself some strawberries, and poured cream over them. She had just sat down to eat when she noticed a flicker of yellow and magenta at the kitchen door. She sighed. “I see you, Mom. You can come out now.”

“I’m sorry, sweetie,” said her mother, “I didn’t mean to spy on you. I was worried.”

“I understand,” said Fluttershy, glancing between her mom and the strawberries.

“Did you sleep well?”

“No.”

“Me neither.”

Fluttershy glanced down at her berries. Could she eat them? Did mom want to talk more? This was awkward. “Was there… um… anything you wanted to talk about?”

Mom took a deep breath. “I talked to Mr. Updraft.”

Oh no.

Fluttershy squinted her eyes closed. “Mom, I am not taking that test again.”

“But sweetie, you’ve worked so hard in school! It’s such a shame not to graduate because of one silly test! Please, try just one more time. It was hard for me and your father, but we both passed. It took your father three tries!”

“I tried three times, and I failed, and I’m not going to try again. I’m… I’m not a strong flier.” Her berries were going to be mushy before she got a chance to eat them, weren’t they?

“Why don’t you ask Rainbow Dash for help?”

Fluttershy’s heart stopped. “Rainbow Dash?”

“You’re still friends, aren’t you?”

Fluttershy nodded. “I guess.”

“She’s such a good flier! You should ask her for help.”

Fluttershy’s cheeks flushed. “She’s probably really busy. Anyway, why would she want to help a weak little pony like me?”

Her mom smiled and walked over to kiss Fluttershy on the top of her head. “Just because you’re not good at flying doesn’t mean you’re weak, baby. And you’ll never know if you don’t ask.”

Fluttershy glanced up at her mother. There was a knowing quality about her smile that made Fluttershy suspicious. She couldn’t know. Could she? Fluttershy looked away. “I wouldn’t want to bother her.”

“Ponies like helping their friends. It makes them feel important. And they like telling other ponies about things they know a lot about. I bet Rainbow Dash would be happy to spend time with you.”

Fluttershy gulped. Oh my gosh she did know.

“Anyway. I’ll let you eat. Promise me you’ll at least ask, though, okay?”

Fluttershy hummed noncommittally, and leaned down to eat her berries.

✭☆✭☆✭☆✭

After school that day, she found Rainbow Dash playing wingball on the athletic field. She sneaked underneath the bleachers, and watched Rainbow dodge effortlessly through the defense. She did some confusing ducking and weaving, and slammed the ball through the hoop. Or whatever everything was called? Fluttershy didn’t know much about sports. She knew a tight end when she saw one, though, so she didn’t mind watching.

Oh, how could she dare to speak to such beauty! Rainbow was perfect! So slim! So muscular! She kept her coat trimmed buzz-cut short, so that every cord of her lean, wiry muscles was visible as she moved. FLuttershy herself was twiggy and gangly and had a big butt.

When the game ended, Rainbow flapped over to her and stuck her head between the bleacher seats.

“Are you okay under there?” said Rainbow.

“Oh. Um, hi. I was… looking for my contact lens?” said Fluttershy, looking at the cloud beneath her and pretending to rifle around with her hoof.

“Uh, yeah, Fluttershy, you don’t wear contacts.”

“I don’t?” said Fluttershy, looking up at her sidelong. “How would you know?”

Rainbow rolled her eyes. “Seriously, what's up? Did you want something from me?”

Love me, thought Fluttershy, clenching her teeth to make sure she didn’t accidentally say it out loud. After all, what would a pretty, fit filly like Rainbow want with a wimp like her? She brushed her mane back from her eyes, slunk her shoulders down like a frightened dog, and looked up at Rainbow. “I… I need help.”

Rainbow grinned. “You need help passing your flying exam. And you’re afraid to ask. Which is why you’ve been avoiding me for weeks.”

Fluttershy’s eyes widened in horror. “How… how do you know that?”

“Your mom told me.”

“Oh.” Darn Mom to heck.

“Come out from under the bleachers, and we’ll go over some stuff. Back to basics. It’ll be fun. Come on!”

Rainbow Dash zipped up to a small cloud passing over the school without waiting for her. Fluttershy sighed, and wiggled out from between the bleachers. It was hard to get her rear end between them; she should have gone around the side. She rubbed her sore croup when she got through. Rainbow Dash was smirking down at her with her nose over the edge of the cloud. No doubt getting a kick out of how clumsy she was. She spread her wings, took a deep breath, and leapt up into the sky. Even on a short jump like this, the flight muscles across her chest and barrel burned with effort. She was puffing and sweaty by the time she got up to the cloud, and had to pull herself up over the edge.

“You try too hard,” said Rainbow Dash, nuzzling her where the base of her jaw met her neck.

Fluttershy jerked away, blushing. “I’m doing the best I can,” she protested. “I’m not shaped for flying.”

“Your body’s fine,” said Rainbow, drawing out the vowel in ‘fine’ in a weird way. “Flying is almost all confidence. Anypony can do it. Your mom flies great, and she’s almost as…” Rainbow paused. “You know, she’s shaped a lot like you are.”

Fluttershy slumped with shame. A pear on stilts, was what she was shaped like. “I’m sorry. Exercise is hard. I wish I looked like you.”

Rainbow grinned and nudged her. “Oh, you’ve got nothing to be sorry about. So. How about that cloud over there?”

There was only one cloud Rainbow could be talking about. Narrow, thin and light, a low-floating cirrus cloud about twenty meters away. It ought to hold her weight. Hopefully. She looked down at the roof of school, and wished she hadn’t. She felt nauseous. She wished she were on a bigger cloud. She wished she were on the ground. “Maybe something a little lower down? Maybe around the wingball field?”

“Come on Flutterbutt. What do you think this is? Flying kindergarten? Now, we haven’t got much of a runway, here, so you’ll have to do a basic wing scoop liftoff. Roll it into a glide, tilt your wings up for lift, and you’ll be up there before you know it.”

“I didn’t understand any of that,” said Fluttershy, but Rainbow was already gone. Already halfway to the cirrus cloud, actually.

Well. She’d have to do her best. She took a deep breath, jumped into the air, and started flapping like crazy. Her hooves left the cloud, and she was doing it. She was in the air! She felt wind blowing against her face, moving under her wings, moving… way too fast. And down. She was falling. The flat, rough, asphalt roof of the school was rushing up at her. She closed her eyes, and felt something soft and hard at the same time pile into her side. Legs were under her barrel, and she was set gently down on the clouds of the schoolyard.

“What the buck happened up there, Fluttershy?” said Rainbow, eyes narrow and angry. “I’ve seen rocks fly better than that.”

“I told you, I’m doing the best I can.” said Fluttershy, scrubbing at the tears running through her cheek fur with the backs of her hooves. “I’m not a strong flier.”

“That’s horse apples, Flutterbutt. I’ve seen you fly farther than that.”

“I don’t know what happened!”

“I do. You freaked out. That’s the worst thing you can do when you’re flying. If you start to feel like you can’t fly, then you can’t!”

“Well then I can’t!” said Fluttershy, and ran away towards home.

Home was about a kilometer away.

After about two blocks, she had to stop to catch her breath.

“I’m not going to let you have that attitude,” said Rainbow, who’d kept up with her the whole way. "Flying is a basic part of being a pegasus. You’re young, you’re healthy, your wings work. You can pass the bucking flight exam. Every adult pegasus in this city has!”

Fluttershy forced herself to start walking again, even though her lungs and legs burned. “Well, I’m different.”

Rainbow Dash followed her. “You’re not. Anyway, if you don’t graduate from flight school, what are you even going to do with your life?”

Fluttershy didn’t look back at Rainbow. “I’m going to the ground.”

“You’re going to the ground. And what are you going to do when you get there?”

“I don’t know. Do something with animals?”

Rainbow snorted. “Without a flight school diploma? Good luck with that.” She darted around in front of her friend. “Seriously, Fluttershy, I you need to be realistic about this.”

“Leave me alone,” whimpered Fluttershy.

“No, Flutterbutt. I care about you. I’m not going to let you do this to yourself.”

“If you cared about me, you wouldn’t call me that awful name!” And she started running again.

Rainbow Dash followed her home, and stood outside her window when she ran inside and locked the door.

Rainbow was still there when her dad got home from the factory. He talked to her — Fluttershy couldn’t hear what they were saying from her room — and she went home. Then he came upstairs and asked, through her locked bedroom door, if she wanted to talk. She said no, and eventually he went away. Zeph came home, and much later her Mom got home from working at the hospital. She drifted off to sleep listening to them talk downstairs.

When Fluttershy awoke, it was dark, and she smelled food outside her bedroom door. She cracked the door, and peeked outside, wary of traps. There was nopony waiting to ambush her with awkward questions and concerned eyes. She grabbed the plate and pulled it inside. Hay fritters and cauliflower casserole. Her dad’s cooking was wonderful, even cold.

While she was eating, she had a little think. Say she managed to pass the test. What would happen next? She’d been too scared of rejection to apply to any colleges, so she’d have to get some type of job. Or become a shut-in, more likely. Job interviews were scary. Either way, she’d be stuck in Cloudsdale.

But there was another choice. It was scary too, but it was way, way less scary than the prospect of being trapped in the clouds for the rest of her life.

Fluttershy wrote a note, and packed quickly and quietly. Then she waited for until everypony was asleep. While she did, she counted her life’s savings. Two hundred and thirty-seven bits. That would get her to the ground, at least. She looked up from her small pile of money when she heard Zeph start snoring. He was usually the last to fall asleep, and his snoring would cover the sound of her movements nicely.

✭☆✭☆✭☆✭

The Circios district boardwalk was Fluttershy’s favorite part of town. It was a network of walkways, gantries, and platforms magically anchored to the clouds of the district, full of warehouses for food deliveries from the ground, and hotels, restaurants, and shops for visiting earth ponies and unicorns. It also had the closest airship station — just a wooden platform and a ticket booth, not like the massive station down in central Cloudsdale. A few private balloons were anchored down at the end, but there were no airships in sight. The platform was almost deserted. She went up to the tired-looking gray stallion reading a newspaper behind the desk at the ticket booth.

“Um… Excuse me? I don’t mean to interrupt, but when’s the next airship to the ground?”

The stallion blew out through his mustache, and said, “Ground’s a big place, missy. Care to be any more specific than that?”

“No, thank you. Anyplace on the ground is good.”

“Well. Let’s see.” He set down his newspaper, and unfolded a complicated timetable. “Cloudsdale’s over the Canter River Valley right now. There’s an airship coming in from Canterlot at… let’s see… six forty five.”

“Six forty-five?” said Fluttershy, her voice trembling with horror. Her dad woke up to get ready for work at five o’clock every morning. She had to be out of town by then. “Oh no, that’s far too late. Don’t you have anything else?”

“Not to the ground. Number forty-five skybus to Eurus district comes in half an hour. You can connect with the twenty-eight to Downtown Station from there. Maybe they’ve got something else.”

Fluttershy sighed. “I’ll take a bus ticket, then, I guess.”

“Half a bit, please.”

She dragged her bags over to a bench and laid down on it, and stared disconsolately at her bus ticket.

“Hey, lady. Sorry to eavesdrop, but were you looking for a ride to the ground?”

Fluttershy looked up. A pink earth pony mare with a yellow mane and wearing goggles strapped across her forehead was standing next to her. “Yes. I am.”

“I’m headed down to Ponyville when my balloon finishes heating up. I can take you there for fifty bits.”

Fifteen minutes later, Fluttershy was huddled in the basket of a purple hot air balloon, trying to pretend there was more than a couple of inches of wood between her and a long drop towards the ground, and her bus ticket was blowing across the station platform, forgotten.

Chapter 2

The balloon ride had taken two hours. It was still dark when Fluttershy arrived in Ponyville. She checked into a motel near the train tracks that cost most of the rest of her money. She slept late and woke up to green-tinted light falling through her room’s window. There was a tree outside her bedroom window! Her life in Cloudsdale was behind her forever, now, wasn’t it? She took a shower, turned up her nose at the stale-smelling motel breakfast buffet, checked out, and headed out onto Ponyville common.

Grass! The sight of the grass overwhelmed her! There was so much of it! It was so... so green! She lay down and pressed her cheek against the grass, breathing in earth and plant smells. It was dry, too — she would never, ever miss the way clouds felt like a wet rug under her hooves.

“Are you, like, all right?”

Fluttershy looked up. A pink and purple earth pony filly with a blank flank was staring at her.

“She’s hugging the ground,” said her friend, a little gray and white filly in blue horn rimmed glasses.

“Still trying to get your land legs, huh, feather brain?” said the pink one. “If you need help finding it, the sky is up.”

Fluttershy stared at the two little ponies, unable to think of what to say. Tears welled up in her eyes. Oh, how she wished Rainbow Dash was here! She'd know what to say! “I… uh… um… oh you’re so mean!” Then she turned and ran.

“At this rate we’ll be getting out cutie marks in sick burns in no time!” said the pink one’s voice from behind her. “Bump, bump, sugar lump rump!”

Suddenly ground didn’t feel so safe any more. Fluttershy looked around her. There were ponies everywhere! Shopping at stores and open air stalls, eating at tables outside restaurants, or just walking and talking. Friendly smiles and happy greetings loomed as ponies began to notice her. But which ones were real, and which ones were traps? Any one of them could be as mean as those little fillies had been. Her heart began to pound. Even if they were friendly, they wouldn’t like her when they found out what a coward she was. She raced around, breathless, looking for a place to hide. The library seemed quiet, and it was built into a tree, which was cool, but the door was locked. She looked at the shops around the green. Sugarcube Corner. That sounded nice. She could have a cup of tea and something to eat and try to calm down a little.

“Oh my gosh!” said the pink shopfilly behind the counter. She seemed to be about Fluttershy’s age, maybe a little younger. “I can’t believe it! You’re here!”

Fluttershy looked behind her, to see who else had come in with her. Nopony had. “Are you… Are you talking to me?”

The shop pony nodded, and pronked up onto the counter, plump pink plot jiggling enticingly. “I saw you wandering around out there, and I thought, ‘I don’t know that pony, and I’ve only been here a month but I already know everypony in Ponyville, and if I don’t know you, you must be new here too, and if you’re new here too, we have something in common and we could be friends! Can we be friends? My name’s Pinkie Pie! What’s yours?”

“Fluttershy. And I just wanted a cup of chamomile tea, actually.” said Fluttershy, slinking over to a table and hiding behind the edge.

“I’ll get right on it! Where are you from? Are you from Cloudsdale?”

“Um, yes?” said Fluttershy, her voice muffled by the tabletop.

“I knew it! I mean, not all pegasi are from Cloudsdale, obviously, but you’ve got a Cloudsdale accent.”

“I do?” Fluttershy peeked up over the edge of the table.

“I’m from Rockville! My family runs a rock farm. They wanted me to stay there, but I was looking at a map one day, and I noticed there was a town called ‘Ponyville’.” Pinkie took a plate with a cup of tea and a chocolate chip muffin on it in her mouth and bounced over the counter with them. Fluttershy winced, envisioning tea flying everywhere, but when Pinkie set it on the table, it was barely rippling. “The muffin’s on the house. Anyway, do you know what they have a lot of in Rockville?”

“Um, rocks?” said Fluttershy, climbing up from under the table and lapping at her tea. It was good.

Pinkie slammed her hooves on the table, splashing the tea and making the plates rattle. “They have a lot of rocks! I hate rocks! But I love ponies! And I said to myself, ‘Pinkie, if there are a lot of rocks in Rockville, there must be a lot of ponies in Ponyville! We should go there!’ And I agreed with me! And there are a lot of ponies here! I mean, not a huge number, but more than there are in Rockville! So here I am! I really like working at Sugarcube Corner! Mr. and Mrs. Cake are the best bakers, and they’re teaching me to be the best baker! And they let me live upstairs! And I’ve made so many friends here!”

Fluttershy nodded politely, and tipped her tea up, drinking it as quickly as she could. This interlude wasn’t as relaxing as she had hoped it would be.

“I feel like I know so much about you already!” said Pinkie, leaning her elbows on the table and putting her head in her hooves. She grinned at Fluttershy.

“You do?” said Fluttershy, giving her a wary look over the top of her teacup. “But I haven’t said anything.”

“Yep! I know where you’re from and what your name is, and you’re really quiet and kind of shy, but really nice and you like chamomile tea without any sugar or cream, which is weird but whatever. I really like sugar! And caffeine. I love caffeine! I drink a lot of coffee. Do you like coffee? Anyway, you don’t wear any perfume and you want ponies to think you don’t wear makeup but you totally do, you’re just really good at using it so it doesn’t look like you do, but I can tell. And you don’t look like you exercise much, but it doesn’t seem like you eat much either. I mean, you have a big butt, but it’s like all the weight a normal pony would have is just concentrated back there, so I don’t think I’d call it fat. Also, you’re almost unbelievably pretty. And probably gay, because you were staring at my plot earlier. But that’s okay. I’m bi! And one of my sisters is totally gay, and my parents are both straight, if you can believe that. What a coincidence! You should try the muffin. I used to think I could eat whatever I wanted and not gain any weight because I have a really high metabolism, but I then I moved in over a bakery and boy was I wrong.”

“How much?” said Fluttershy, as soon as Pinkie stopped for breath. How could she talk for so long?

“Oh, well today so far I had six muffins, a whole coffee cake, a bear claw, ten cups of coffee…”

“No, for the tea.”

“Oh. Half a bit, please. Are you going to eat your muffin? The muffins here are to die for!”

Fluttershy fished around in her saddle bag and pushed two small coins across the table. “It’s been nice meeting you, but you’re scary and I’m going to run away from you now. Goodbye.” And she was gone in a puff of yellow feathers.

“You forgot your muffin!”

✭☆✭☆✭☆✭

Fluttershy hunched under a bush along the side of the library, shivering. Everything was horrible. She was alone in a strange place and all the ponies here were crazy and she didn’t know what to do! The sky loomed over her from between the branches of the library, threatening to suck her up into it. Which she knew was irrational, but she still felt that way anyway. She could see Cloudsdale drifting away, just visible along the southern horizon. She hated Cloudsdale, but it was the only home she’d ever known, and it was floating away!

She had no job and no friends, and no place to stay, and not much money, and she was going to die. She started to hyperventilate.

“Are you okay?”

The green mare loomed over Fluttershy. Her orange mane hung in filthy tangles, and she smelled like dirt. It was one of those filthy, brutal earth ponies her tribalist uncle Tradewinds was always telling her about! She’d always thought he was just ignorant, but now she was going to be mugged and lesbian raped and she wished she’d listened to him!

“Your aura’s totally spazzing out. You need to center yourself.”

“Don’t touch me!” hissed Fluttershy, hooves milling up dirt as she tried to back into the bark of the library tree.

“It’s cool, it’s cool. I’m not going to touch you. But, can you breathe with me for a moment?”

“B-breathe?”

The green mare nodded. “I want you to breathe in slowly, okay?”

Fluttershy gasped in as much air as she could, and held her breath, her cheeks puffing out.

“That’s good. Now out, just as slowly.”

Fluttershy blew out so hard she blew the earth mare’s mane back from her face. It wasn’t filthy and tangled, she realized — it was in dreadlocks, a traditional earth pony style that some of them still wore. And she had flowers in her hair.

“That’s good,” said the earth pony. “Again.”

After a few minutes of this, Fluttershy began to feel a strange, empty sensation, as if nothing bad was about to happen to her. What was that called?

“Okay, so you’re a little calmer now,” said the earth pony.

Calm. That was the word. “I’m sorry. I’m a long way from home.”

“Do you need a place to stay?”

“Maaaybe.” She narrowed her eyes. Okay. The earth pony wanted to rape her in private. She had nice lips, though. Full, juicy lips that Fluttershy found herself wanting to nibble on.

“If you can find it in your heart to trust me, I’ve got an extra room back on my farm. And I can give you something to drink that will help you stay calm. And we can talk, if you want.” Tree Hugger’s serene, heavy-lidded eyes radiated concern. Possibly even sincere, legitimate concern?

Fluttershy didn’t buy it. She didn’t trust this pony. She was scary. But she was less scary than Pinkie Pie. And what other choice did she have, besides writing her parents to send her a ride back to Cloudsdale?

“Okay,” she said. “I’ll come.”

✭☆✭☆✭☆✭

Rainbow Dash was having a lousy morning. Her dad had shaken out of bed at the crack of dawn on a Saturday, and dragged her down to the living room to reassure a sobbing Mrs. Shy tha, yes, she’d find Fluttershy. She acted cool about it, like it was no big deal, until she got back to her room to pack.

Then she locked her bedroom door and allowed herself thirty seconds flipping the sweet heck out. Fluttershy had a lot of romanticized ideas about the ground, but Rainbow knew they would eat her alive down there. She pulled out her Canterlot Geological Survey maps (the same ones the Wonderbolts used!), and set to work. She consulted the almanac for Cloudsdale’s current co-ordinates, and quickly determined that the only town of any size nearby was a place called Ponyville. Of course, Flutterbutt could have taken an airship anywhere, but Rainbow guessed she’d want to get to the ground as soon as possible.

Rainbow Dash grabbed her saddlebags, hugged her dad goodbye, and headed for Ponyville. With any luck, she’d be back for lunch.

She spiraled down through the clouds, drifting on the breeze, getting a feel for the terrain. The Wonderbolts handbook said that proper reconnaissance was essential to the success of any operation. There was so much green down there. Who exactly needed so many trees? Fluttershy liked trees. What if she’d gone down to be with the trees! She’d be lost instantly. Trees all looked alike! If they were lucky, they’d eventually find her body, bones picked bare by scavengers, only a few scraps of yellow hide clinging to them.

Rainbow Dash flew faster.

It turns out finding Flutterbutt by lunchtime was way optimistic. With a name like ‘Ponyville’ Dash had expected maybe a couple of shotgun shacks and a radish field or two; not a place that reminded her of family trips to Lebos.

There were little shops, and stalls, and galleries, and restaurants everywhere, and just way too many ponies. And none of them remembered seeing Fluttershy except the creepy guy at the motel — who wouldn’t tell her anything after she socked him in the nose for making a comment about Fluttershy’s butt — and the annoying pink pony at the bakery. It took Rainbow half an hour to get the facts out of her, and another twenty minutes to disengage. Also, the pink pony’s directions to the farm she thought Fluttershy had gone to were terrible. Especially from the air, where the landmarks she’d mentioned were obscured or invisible.

After getting lost repeatedly, Rainbow finally gave up and just tried going farm to farm. But it turned out there were a lot of farms around Ponyville. Who needed so many farms? Why not just get food from the grocery store like they did in Cloudsdale? Finally, she recognized a green and orange earth pony like Pinkie had mentioned seeing Fluttershy with. She didn’t like the look of her. Dirty. Hairy. Sullen, with heavy-lidded eyes. A brutish creature. Rainbow dropped down to inches above the treetops so she wouldn’t be seen, and found a secluded clearing to land in.

She moved quickly and quietly, belly low to the ground, darting between pieces of cover like she imagined a Wonderbolt would. The earth pony was watering her plants. If Rainbow could stay out of her sight, she could get in, rescue Fluttershy, and be out in minutes. The only problem was to find Fluttershy. She glanced at the farmhouse. Two stories. Fluttershy would probably be tied up in the attic, the bedroom, or the basement. Or maybe the kitchen; you never knew with earth ponies. If she snuck around to the back, she could sneak in through a second floor window and do a sweep of the whole building before…

Wait, was that her voice?

“So Tree Hugger would really appreciate it if you’d stop eating her dill plants. What? No. No. That’s not a nice thing to say.”

The voice was coming from a greenhouse about thirty feet away. The earth pony’s back was turned, so Rainbow risked a dash for the door. Fluttershy was inside, surrounded by tables full of baby plants, talking to a congress of beetles. When she heard the door open, she froze, and looked over. Her eyes widened, and she raced over to squeeze the air out of Rainbow’s lungs.

“Easy! Easy!” Rainbow said, gently pushing her back an inch or two.

“Rainbow, what are you doing here?” The enthusiasm in her expression when Rainbow had arrived was rapidly turning to suspicion.

Rainbow gripped her friend’s shoulders, and held her at leg’s length. “I was looking for you! What the actual buck, Fluttershy? Why did you run away like that?”

Fluttershy looked down. “Because if I’d told anypony what I was planning, they’d have talked me out of it. I’m not brave, so I had to be secret.”

“No, Fluttershy, you were brave. For once in your life, you’ve been super brave. You’ve also been super stupid. It’s a miracle you made it this far! You could have been killed!”

Fluttershy raised an eyebrow. “Killed by what, exactly?”

Rainbow waved her forelegs over her head menacingly. “By… by… um…”

A low, sultry voice came from the greenhouse door. “I want you to know that my farm is a safe space, and if we all respect each other’s boundaries, I think everything will be okay.”

Rainbow craned her neck around. The green pony didn’t look that threatening, closer up. She was sturdy, sure, but Rainbow though she could take her if she could get outside and get a height advantage. She looked pissed, though. Super-uper-duper pissed.

“Rainbow,” said Fluttershy, “This is Tree Hugger. She’s letting me stay with her for a while. Tree Hugger, this is Rainbow Dash.”

Tree Hugger’s expression didn’t change. “Hi.”

Rainbow scowled, and didn't say anything.

“She’s been so nice to me!” said Fluttershy, eyes nervously darting between the two of them. “She has a spare bedroom with its own door outside, and I’m helping her with her pest problems, and she gave me a tea that didn’t taste good but made me feel so much less afraid.”

“What exactly was in that tea?” said Rainbow, suspicious.

“Passionflower, lavender, and valerian,” said Tree Hugger. She waved one hoof in an inclusive, yet threatening sort of gesture. “So Rainbow. Can I get your buy-in for non-violent conflict resolution? I totally retroactively give you permission to go sneaking around my farm and harassing my guest, but, like… I don’t know. I like to think we can all do better than that, moving forward. It’s a shame when the level of discourse degenerates.”

Rainbow Dash sneered. “Oh, I love it when the discourse degenerates. I’m at my best then.”

Fluttershy gasped. “Rainbow! Tree Hugger! No!”

Both mares looked at Fluttershy, and at each other. Fluttershy stepped between them. Rainbow slumped. “Okay, okay, I’m sorry. It’s just… Fluttershy’s my best friend. And she ran off without telling anybody. And I was scared.”

Tree Hugger glanced over at Fluttershy. “Is that true?”

Fluttershy nodded frantically, and put her hooves protectively on her friend’s withers. “Can she and I talk in private, please?”

✭☆✭☆✭☆✭

Fluttershy sat on the bed in Tree Hugger’s spare bedroom, hugging a pillow. She felt self conscious having Rainbow here. It was clean, but bare. She hadn’t had time to make it feel like home, except for a coffee mug full of flowers by the bed. The three animal husbandry books she’d brought with her looked lonely on the bookshelf.

Rainbow Dash checked the door to make sure Tree Hugger wasn’t hiding outside, pushed a chair over next to the bed, and sat on it backwards with her hooves draped over the back.

“So,” she said.

Fluttershy swallowed. “Are mom and dad and Zeph okay?”

“Yes, Flutters. Nopony has died in the twelve hours you’ve been away from home.” She felt the familiar tension in her chest that she always felt when she was alone with Fluttershy. She tried to ignore it. What had happened with Gilda had been bad enough. She didn’t want to ruin things with Fluttershy, too.

“So… um… did you need something? Not that I wasn’t missing you already, but you know, for you to come right down after me… it’s weird. It’s almost like…” She looked down and shuffled her hoof on the bed sheets.

“Spit it out, Flutterbutt.”

“It’s almost like you don’t trust me to be on my own. Like you were expecting to just scoop me up and bring me back to Cloudsdale. Also don’t call me ‘Flutterbutt’.”

Rainbow rolled her eyes. “Yeah, almost like I’d expected to find you in the den of some sleazy earth pony herb farmer.”

Fluttershy narrowed her eyes. “Tree Hugger is not sleazy. She’s very spiritual. And how did you find me, anyway?”

Rainbow Dash grinned. “I have certain skills. So. Are you ready to come home, though?”

Fluttershy’s grip on the pillow tightened. “No.”

“But why not?”

“Because I like it here.”

“How can you know that? You’ve been here for less than a day!”

“I’ve been in Cloudsdale my whole life, and aside from you and my family, I hate it. So far, the only bad things that have happened here are that I met two rude little fillies and…” She flushed. “I’m not going home.”

Rainbow Dash kicked her chair aside, and hopped up on the bed. “You’re not ready for this, Fluttershy! You’re scared of everything! You’re bad at meeting new ponies, and you won’t stand up for yourself!”

Fluttershy squirmed back until her rump squished against the headboard, and squinted her eyes closed. “I’m sorry, Rainbow Dash, I understand you’re just trying to protect me, but I’m going to be staying at my new friend’s house for now, and you can’t make my change my mind.” She squinted one eye open. “I mean… if that’s okay with you?”

Rainbow Dash sighed, and flopped on the bed next to Fluttershy. “Faust, Fluttershy, what did she put in your tea?”

“Um, passionflower, lavender, and…”

Rainbow Dash waved a hoof at her. “No, no, I remember. So you’re not going to come back home willingly?”

Fluttershy shook her head, face set in a determined expression. Rainbow Dash ran through some mental calculations. She could easily overcome Fluttershy and be out the window with her before Tree Hugger came to help, but Fluttershy’s back-heavy weight and the extra drag from those amazing hips would make it hard to get back to Cloudsdale without a rest. Plus also kidnapping her might be considered just the slightest bit abusive. She sighed.

“Rainbow?” said Fluttershy.

“What?”

“Am I really your best friend?”

Rainbow Dash blinked. “What?”

“I mean… you have so many friends. Everypony loves you! How can I be your best friend?”

“Because most of those ponies aren’t really my friends, Fluttershy. They just know that I’m awesome, and so being around me makes them look awesome, too. They talk trash, they stab me in the back. The flight school social scene is horse apples. You’re smart to stay out of it.”

Fluttershy blinked. “Um, it really wasn’t a conscious decision.”

“Maybe you’re too scared to be phony. Maybe you’re one of the few actually good ponies in the world. Either way, you’re always real.”

Fluttershy blushed, and changed the topic. “So now what? I won’t go. You don’t want me to stay.”

Rainbow shook her head. “I’m not going to make you come back home with me. But I’m going to stay in Ponyville for a few days.”

Fluttershy gasped happily. “You are?”

Rainbow nodded. “You know, just to make sure you get settled in okay.”

“Yay!”

Fluttershy tossed aside her pillow and wrapped her forelegs around Rainbow Dash. They fell back onto the bed together, barrels touching. Rainbow’s hooves slid to the soft arch of Fluttershy’s belly. Their lips brushed together. Memories of kissing Gilda flashed through Rainbow’s mind — the thrill of being so close to her sharp beak, the tingling touch of her teasing, darting tongue. It had been amazing, but Fluttershy’s soft lips and lack of fish breath made this kiss a thousand, a million times better. Rainbow wanted to kiss her and kiss her, and never stop.

No. Fluttershy was too good for that. Rainbow leapt off the bed, heart thudding with terror and other feelings. “Okay then. I gotta find someplace to stay. Gotta go. Bye!”

“Rainbow! Wait! Where are you going? NO!”

But she was gone in a puff of blue feathers.

Chapter 3

It was the afternoon of the next day. After Rainbow had run away, Fluttershy had freaked out but Tree Hugger calmed her down with kind words and more tea. That made her feel calm enough to help Tree Hugger with a few chores, then they’d had dinner. Fluttershy had fallen asleep at eight o’clock, and in the morning, there had been more farm chores. Farm life was hard! No wonder Tree Hugger looked so strong!

Anyway, she'd given Fluttershy the afternoon off. She’d paid her, too! Fluttershy had tried to refuse - she was getting room and board, and that seemed like enough - but Tree Hugger had insisted.

She had nothing to spend money on, though, so she went on a walk. Right now she was walking down a dirt road between fields of turnips; little green tops swaying in the breeze. To the south was a long line of dark green. That must be the Everfree Forest. Looking at it sent a chill down her spine. So much wildness. So much fear. So much beauty and wonder. Just like kissing Rainbow Dash...

Fluttershy felt a surge of rage. She kicked a rock with all her might. It rolled a few inches, then stopped. Gosh darn it, what the heck was Rainbow Dash’s problem? They’d shared a moment, hadn’t they? They’d been close to something. Close to togetherness. And then she’d run away!

Maybe Fluttershy misinterpreted. Maybe Rainbow hadn’t meant to kiss her. Like, her lips had slipped, or something. Maybe it had all been an innocent misunderstanding. But then why had Rainbow freaked out?

Maybe Rainbow was worried because they were both mares? Some ponies looked down on that. But there just weren’t enough stallions to go around! Some mares spent their lives alone, while others shared a stallion, but Fluttershy wanted a special somepony, and she didn’t like to share. And anyway, mares were a lot less scary than stallions. But maybe Rainbow thought being lesbians together was wrong? Or maybe she was in a secret affair with somepony else! Maybe she was nursing a broken heart and didn't want to be hurt again!

Or maybe, just maybe, Fluttershy had bad breath. She froze, held her hoof up to her face, breathed into the frog, and sniffed. It seemed okay? I mean, it smelled like a dirty hoof. Fluttershy sighed. There were many possibilities, and it was making her queasy thinking about it.

It was then that Fluttershy noticed two pairs of long white ears poking up over the turnip tops. She froze. Bunnies! Her heart felt floaty. Her second day in Ponyville, and already she was meeting bunnies! The ears began to move towards her. Two white, teardrop shaped heads broke from the edge of greenery beneath the fence. The larger one stopped, but the smaller one didn’t, making a straight line for her as his mother looked on in horror. The little bunny kicked her in the hoof, glared up at her, and pointed down the road with a forepaw.

“What’s the matter, little one?” said Fluttershy.

The small bunny said something about baby birds, and took off running down the path. Fluttershy followed after him. The mommy bunny tore past her, keeping pace with her son. They brought her to the place the little one had told her about — a single tree by the side of the road, with a nest in the branches. A tiny little ball of spiky feathers was peeping in the grass at it’s base.

“It’s okay, it’s okay,” said Fluttershy, scooping the little robin up in her hooves. There were those who said that if you helped a baby bird, its parents would smell pony on it and abandon it. Fluttershy knew that this was wrong; birds had no sense of smell, and anyway they weren’t that ungrateful. She fluttered up three meters to the nest, and placed the nestling gently in next to its brothers and sisters.

“There,” she said. “All safe. Please be more careful, next time. Please?”

The siblings squawked at her, asking her why she didn't have any food, and where were mom and dad, anyway?

“Mommy and daddy will be back soon with some nice, juicy bugs and worms. So you stay here where it’s safe until they get back, okay?”

More squawking. Fluttershy’s wings were getting tired. “Okay. I have to go now. Bye!”

Her hooves thudded when she hit the ground. The bunnies were already gone. Too bad. But helping that bird had felt good. No doubt about it, Ponyville was where she belonged.

A dark thought crossed her mind, and made her stomach churn with guilt. Rainbow Dash was one of her last real connections with Cloudsdale. And she liked to think that they’d always be friends. But. She was already meeting new ponies, wasn’t she? Maybe one of them could be her special somepony. She didn’t think she could ever have a relationship with Pinkie, pretty though she was — Pinkie was a little too intense. But Tree Hugger was nice, and she was strong like Rainbow was. And she understood the importance of harmony with nature, like Rainbow didn’t.

Fluttershy shook her head, and tried to put those thoughts out of her mind. She’d just met Tree Hugger! Only naughty mares put the moves on ponies they just met.

Speaking of being naughty, Tree Hugger’s beetle problem was resisting negotiation. Those baby robins were hungry. Maybe she’d have a talk with their parents, later.

Fluttershy smiled. Nature was so fascinating.

✭☆✭☆✭☆✭

When Fluttershy got back from her walk, Tree Hugger asked her to help haul some wood back to an old shed she was trying to repair. She helped load the cart and buckle the harness around the other mare’s barrel. She walked behind the cart, watching sweat glisten on the other mare’s muscular backside. Fluttershy felt uncomfortably warm.

She knew Tree Hugger was a lesbian — not a bisexual out of necessity like Fluttershy and most mares she knew, but a real, honest to goodness fillyfooler. Fluttershy knew this because Tree Hugger had told her; she was the type of pony who’d work personal details like that into casual conversation the first chance she got. But just because she was a lesbian didn’t mean she’d want Fluttershy! And if she offended Tree Hugger by presuming she would, she’d be out not only a friend, but a place to stay! She might have to go back to Cloudsdale!

So, Fluttershy couldn’t come right out and ask. That risked rejection. But Fluttershy had done this before. Her usual mode of operation was to create opportunities for a mare of interest. To present herself, ready to be kissed, and do nothing to prevent kisses from happening.

So while they were unloading the wood, Fluttershy made sure to touch hooves and brush up against Tree Hugger’s side as much as possible. She would make eye contact, then look away shyly. To be caught sneaking looks. After about ten minutes of this, Tree Hugger started giving her funny looks. Fluttershy realized she had only done this at flight school house parties, and then only so she didn't have to talk to anypony. In this context, her clever plan was in fact a creepy plan, and that she should probably dial it back a hair.

Tree Hugger looked like she was about to say something, when the bell at the farm’s front gate rang out. Fluttershy followed Tree Hugger to the gate from a safe distance and peeked out from behind a compost box.

The mare was elderly, with shaking, knobby knees, and a racking cough. Fluttershy suspected that cough might have something to do with the cigarette dangling from her lips. The mare's coat was dark yellow, her mane was magenta, and her cutie mark was a circle of pink tulips. The baby rabbit sitting on her back glared at Fluttershy. Oh no. She knew that bunny!

Tree Hugger looked over her shoulder, and waved Fluttershy over. Apparently she was terrible at hiding.

“This is Posey,” said Tree Hugger, as Fluttershy approached. “She runs an animal shelter at the edge of the Everfree Forest.”

“Oh my,” said Fluttershy. “Isn’t that very dangerous? I’ve heard the Everfree is terrible.”

“Only to ponies who don’t belong there.” rasped Posey. “Angel here says he talked to you earlier today.” Her voice was the sound made by rubbing sandpaper over a steel pipe. “It’s a rare gift, to be able to talk to animals. Especially for a pegasus. Do you have any experience working with animals?”

Fluttershy ducked her head, and looked at the ground. “I volunteer at a bird shelter in Cloudsdale, sometimes.” She scuffed her hoof against the dirt of the road. “There aren’t any other kinds of animals up there.”

Posey nodded. “Any medical experience?”

“Some.” said Fluttershy. “My mother’s a nurse; she taught me a few things. Um, why are you asking?”

Posey’s eyes evaluated Fluttershy coldly for a few moments. “Well. That’s promising enough.”

“It is?” Fluttershy was confused.

“Do you drink?”

Fluttershy squinted. “Um… I drink tea?”

Posey snorted. “Fine. You’re going to come to my cottage at three o’clock tomorrow afternoon. Tree Hugger here can tell you the way; you’ll know my cottage when you see it. We’ll drink tea. Anyway, I’ve got work to do. I’d say it’s been a pleasure, but I’d be lying.” She turned to go. “Oh,” she added, looking over her shoulder, “If you’re going to be late, don’t bother coming at all.”

Fluttershy watched Posey limp away with a worried expression on her face. “Is she okay to be out on her own?”

“Posey’s a powerful crone,” said Tree Hugger. “It would take an army of timber wolves to take her down. That or cancer.”

“Oh dear,” said Fluttershy. “That’s terrible.”

“Equus gives us all our allotted time,” said Tree Hugger. “We only live long enough to learn the lessons she wants to teach us. Then our souls go away to rest until she needs them again.”

Fluttershy stared at Tree Hugger. They’d learned about the teachings of the Old Ways in civics class, but it hadn’t occurred to her that ponies on the ground actually still believed those things. “I… um… I don’t really… I mean. I don’t think Equus is real. But it’s okay if you do.”

Tree Hugger smiled. “You don’t? Then what are you standing on?”

“Um. Well, obviously I believe in the planet. But I don’t think it’s alive,” stammered Fluttershy.

“Are the trees alive? Is the grass alive? Are the animals alive?”

Fluttershy narrowed her eyes. “Yes.” Where was Tree Hugger going with this? Was she trying to trick her?

“Then why shouldn’t we view them taken together as being alive, too?”

Fluttershy backed away. “Please, I don’t want to criticize your beliefs. Can we not talk about this?”

“Of course! Equus speaks to each of us in her own time, and in her own way. If not in this life, then in the next. Anyway, there’s always been somepony living in Posey’s cottage, as long as anypony can remember. The first Ponyville settlers found somepony living there. It’s a holy place.”

“That’s… odd,” said Fluttershy.

“Yes. Odd,” said Tree Hugger. “So. It’s not really my business, but I noticed you becoming very physical while you were working. I’m getting a lot of frustrated energy from you.”

Fluttershy gulped. “Oh, I’m so sorry. Is this about boundaries? I promise to be more careful about your boundaries.”

Tree Hugger nuzzled her cheek. “No. Thank you for checking, but my boundaries are fine. But I think you need to have some fun. The Founder’s Day dance is tomorrow. You should go. Meet some new ponies.”

Fluttershy felt dizzy. Being unescorted in a social situation was not an exciting prospect. “Could I go with you?”

Tree Hugger grinned. “I’d love to go with you.”

“Oh. Okay. Good.” Fluttershy blinked. “Wait, did I just ask you out on a date?”

Tree hugger chuckled. “You did. Now come on, let’s get back to work on that shed.”

Chapter 4

The Founders Day dance wasn’t what Fluttershy expected. At first, she’d expected something formal, like a flight school dance. But when Tree Hugger pulled out old clothes for Fluttershy to try on, it was all denim and skimpy pieces of fabric. Though Tree Hugger was bigger than her, overall, her jeans fit. The front was a hopeless case, though. Fluttershy was much smaller in the chest and shoulders, and had to settle for shawl with a peace sign brooch. She balked a little as Tree Hugger put a headband on her.

“I don’t know if I want to wear that.” said Fluttershy.

“Why not? You look groovy.”

“I can’t hide behind my hair.”

“Even better.”

Tree Hugger herself wore a dress, but a light, filmy, nearly transparent one that seemed to be intended only to make her look fancy, rather than actually covering anything. She also wore a pendant around her neck — a cross in a circle. It was a symbol Fluttershy didn’t recognize.

“What’s that?” asked Fluttershy.

“It’s a symbol of the Old Ways.” said Tree Hugger, putting her hoof on it. “The circle represents the love Equus has for all her creatures. The cross represents the strength that she lends us.

Fluttershy didn’t think that made much sense, but she decided not to say so. “I um... support your beliefs? We don’t really do the old ways in Cloudsdale.”

“The pegasi abandoned the Old Ways long ago. It’s easy to lose your connection with Equus, up in the clouds.”

“Oh.” said FLuttershy, not sure if she should be offended or not.

“We should go soon, or we’ll be late for DJ PON3’s set,” said Tree Hugger.

The festival had been going on all day. By the time they got there, most of the booths had been broken down and all the action was around the stage set up on the common. Several hundred ponies of all ages and tribes were packed in, nose to tail around it, raptly watching a green pony playing a standing harp. Fluttershy sat next to Tree Hugger near the edge of the green, and leaned lightly against her friend’s side. The harpist’s music was graceful and gentle, but her set ended far too soon. Fluttershy was nervous about DJ PON3; she’d never heard of them, but they didn’t sound like a pony whose music would be graceful or gentle.

A voice came from behind Fluttershy. “Bright blessings to you, Sister. Who’s this?” The mare and the stallion were wearing a lot of black, and both looked very serious. They had heavy makeup and black manes and wore cross necklaces like Tree Hugger’s.

“This is Fluttershy.” said Tree Hugger, touching her lightly on the withers. “She’s staying with me for a while. She has a lot of positive energy.”

Fluttershy had not previously been aware of this.

“Fluttershy, this is Night Wishes, and this is Shadow Caster.” said Tree Hugger.

“Pleased to meet you.” said Fluttershy, giving a polite, little half-curtsey.

“Your aura is strong.” said Night Wishes, touching her face and looking in her eyes. “I can see that you are very brave, and have a great destiny ahead of you.”

Fluttershy knew that one of these things was not true, and seriously doubted the other, but she thanked the mare anyway. Soon, Tree Hugger and her friends were discussing chakras and ley lines, and other things Fluttershy didn’t care about, so she excused herself to get a drink. The sun was setting, and a lot of families were leaving. Many of the ponies left were putting on colored saddles and bridles. The outfit was from a legend that long ago, even before the Paleo-pony period, ponies had been oppressed by a cruel race of ape-like beings who had enforced their dominance by making them dress that way. As a foal, she’d found the story terrifying. Only as an adult did the realize how hot it was.

She soon found the source of the saddles and bridles — a few dedicated entrepreneurs had moved their booths to around the edge of the common. Amongst them, a pretty white unicorn about Fluttershy’s age who was restocking two spinner racks of the things.

“Can I interest you in a saddle, Darling?”

Fluttershy blushed. “Actually, I was looking for something to drink.”

The unicorn nodded. “My compatriot in commerce, Applejack, has a cider stand a few booths down. Cider is a vulgar beverage, but hers is quite good. Although… If you’d like to try on a saddle, I can pour you a glass of wine. My name is Rarity, by the way. What’s yours?”

Fluttershy knew she was being wound up for a sales pitch, but she was too polite to say no. She’d never had wine before, but it was… well, it was a bit sour, but it felt good in her belly. Soon, Rarity had found a saddle and bridle that matched her outfit.

"What do you think? Fabulous, is it not?"

Fluttershy twisted from side to side, looking at herself in the mirror. "It's... yes, it's very good." It made her want to stick her head through the mirror and kiss herself.

She stepped out of Rarity's stall, ten bits poorer and feeling rather self conscious. A very young unicorn filly was taking the stage behind a massive turntable-and-speaker setup. The crowd got quiet. The filly levitated two records into the air and slammed them onto the record players. A bass line so loud and strong that every beat felt like a slap in the face with a pillow plowed into the crowd, and everypony started... bouncing.

Fluttershy felt like she was going to need more to drink.

“Can I… Can I get ya’ anything, sugarcube?” slurred the orange mare at the Apple Family Cider stall. She seemed to have been sampling her own merchandise. Behind her, a gigantic — and very handsome — red stallion was unloading kegs from a cart.

“Um, a cider, please,” said Fluttershy as loudly as she could. It was hard to hear over the music.

“I can’t hear you! Speak up!”

Fluttershy couldn’t talk any louder, so she just put a bit on the cider cart counter. The orange pony filled up a red paper cup with cider that smelled more like apple-flavored moonshine.

“I hate this kind’a music," said the orange pony. "I wish she’d play some country. Actually, hold on.” She raised both hooves to her mouth. “Hey! Play some country!”

Up on stage, DJ PON3 had heard her. She directed a rude gesture her way, switched disks with her magic, and suddenly everypony was dancing to an impromptu dance remix of A Mare Named Steve. The red pony came over and lifted the orange pony up by the scruff of her neck. “Yer drunk, Applejack. Go home,” he said when he set her down.

“Aw, do I gotta?”

“Eyup.” He pushed the cup of cider over towards Fluttershy, who took it and decided to make herself scarce.

There were too many ponies here. She pushed into the crowd. There was noise and motion and light all around her. Where was Tree Hugger? She really needed Tree Hugger right now.

“Hey, Flutterbutt!”

Fluttershy winced. She did not need to see Rainbow Dash.

“How’s it going? Wow, you look great!” Cyan wings flapped, and dancers dove out of the way as Rainbow landed next to her. “I’ve been looking for you! I wanted to see how you were doing!”

“I’m good,” shouted Fluttershy, but not even she could hear herself. How did other ponies talk so loud?

“Turns out Ponyville is pretty cool, huh?” Rainbow’s big, dorky grin made it hard to stay mad at her. In fact what was she mad at her for? Oh yes. Stalking her. And kissing and running. She took a sip of cider. Oh wow. Holy mother of meanies it was strong. She’d tasted her dad’s cider, and had a few at parties. Those ciders were nothing like this. Her throat burned as the liquid went down. A few seconds later it occurred to her that if she couldn’t talk, she might as well just dance. She hollered softly, thrust her forehooves in the air, and started bouncing up as close to the beat as she could match.

“Wait, you’re dancing? You?” said Rainbow Dash, looking quizzical.

Fluttershy didn’t bother to say anything. It’s not like anypony could hear her anyway. She had another sip of cider. This stuff wasn’t so strong after all. She felt great! Rainbow fell in next to her, and soon they were dancing face to face. Rainbow had some fancy moves. There were little hip motions. It was adorable. She loved Rainbow so much!

Oh no! Here was Tree Hugger! She was going to be mad! But no. She just kissed Fluttershy on the cheek, and then fell in dancing beside them. Rainbow turned a bit so they were dancing in a little triangle. Everything was wonderful! She drank more cider. No, things weren’t wonderful. Rainbow and Tree Hugger were glaring at each other. Rainbow’s hip motions were getting very aggressive. She kept trying to dance between Fluttershy and Tree Hugger. Fluttershy realized this was all her fault. What was she going to do?

Roam from town to… Roam from town to town to… roam from town to town to hide my shame! sang the recorded voice of Jenny Cash. Yes, that seemed like a good idea. She could leave in the morning.

But then Pinkie was there, completely oblivious to the social nuances, just happy to see friends. She was wearing striped stockings on all four legs and a pacifier around her neck. She bumped hips with Rainbow and Tree Hugger and made them laugh, and things were a little less tense.

This world is rough and if a filly’s gonna make it, she’s gotta be tough…

Yes. That seemed like a good insight. Fluttershy could be tough. Sure!

The song faded into the next, and everypony seemed to be having a good time. Fluttershy was having trouble keeping the beat, but nopony seemed to care. She was surrounded by sweaty, writhing, enticingly concealed bodies, and it was… well, it was getting to her. Pinkie, Rainbow, and Tree Hugger’s eyes kept going downward when they looked at her. They were staring at her butt! They weren’t the only ones, either. She felt eyes on her from all around. She was jiggling, wasn’t she? Her butt was jiggling, even through her jeans. How mortifying.

She needed more cider.

The red stallion at the booth was even more handsome than he had been the first time. Fluttershy wound up buying ciders for all her friends just to make him smile. And they went away from the crowd to drink them. All three of them wanted to talk to Fluttershy, which made her flustered, so she just smiled and nodded. She smiled and nodded her way into a back alley with all three of them. They danced there, but it was a different dance. Slower. And there was an awful lot of grinding. She was backed up against a wooden wall, boxed in on three sides, with Rainbow and Tree Hugger rubbing their… um… lower bellies against her hips, and Pinkie Pie basically sitting on her hind knee bopping her massive rump back and forth. Fluttershy took turns kissing Rainbow and Tree Hugger. She didn't like Pinkie enough for kissing — enough for grinding, apparently, but not for kissing.

Then, without discussing it, the three of them seemed to have reached a consensus that Fluttershy didn’t need her pants anymore. Hooves fumbled with buttons and zippers, and the fabric was rolled off her hips and down around her hind hooves. Pinkie got down on her hocks and put her face between Fluttershy’s thighs. Fluttershy bit her lower lip. If she was going to say no, now was the time. Oh. Oh, buck it, it felt too good!

Pinkie’s tongue slithered over her flower. Fluttershy gasped with pleasure. She slid her hooves over the rumps of the two mares on either side of her. Three mares. How was this happening? This couldn’t be real. Tree Hugger took Fluttershy’s head in her hooves and tilted it towards her face. They kissed, hungry, passionate, messy. Then Rainbow grunted angrily, grabbed Fluttershy away from her and took her turn. Heavens, they were bad at sharing! Fluttershy kind of liked how possessive they were, though. One would kiss her for a while, and then the other one would pull her head away and take their turn. They were still humping her cutie marks. Fluttershy couldn’t imagine that it was a very effective way for a mare to finish, but her butterflies were getting very sticky. Six hooves were kneading her bottom and her thighs, rubbing deep into the soft flesh. Pinkie’s nose was mashed against the very sensitive nub at the top of her mare parts, grinding it against her pubic bone. Her long, strong tongue had found a place deep inside of her that was even more sensitive than her nub. A place Fluttershy didn’t even known she had. Her attentions were fierce, relentless, almost bruisingly rough. Before Fluttershy knew it, then she was coming, coming so hard that she thought she might die.

The night went white.

“Do you want to come home with us?” said Tree Hugger.

Fluttershy tried to say ‘yes’, but her mouth wasn’t working just yet. Neither were her hind legs. Rainbow was holding her up with a hoof under her bottom, which she was sure was a great sacrifice. Anyway, it didn’t matter, Tree Hugger was talking to Pinkie.

“Oh, no, I’m just here to party,” said Pinkie, wiping her muzzle clean on her stocking. “But thank you for letting me play.” She hugged Fluttershy until her ribs creaked. “You’re so sweet! Okay, I’m going to go dance more now!”

The next thing she knew Fluttershy was being walked home by both mares. They closed on either side of her as though they were afraid somepony else might try to take her from them.

“I don’t suppose I can ask you to leave, now, can I,” said Tree Hugger, scowling at Rainbow Dash.

“Nope,” said Rainbow.

“We’re headed for my farm, you know.”

“Yeah, but Fluttershy was my friend first.”

Tree Hugger looked confused. “What difference does that make?”

“Please don’t go, Rainbow,” said Fluttershy, barely able to hear herself over the ringing in her ears. Golly, DJ PON3 was loud.

“There you go,” said Rainbow with a smirk. Tree Hugger sighed.

✭☆✭☆✭☆✭

Fluttershy took off her necklace, shawl and headband, climbed up onto her new bed, closed her eyes, and took a deep breath.

Rainbow Dash cleared her throat. “Are you okay, Flutterbutt?”

“Did you want us to go, or…” Tree Hugger trailed off.

Fluttershy took a deep breath. She could say what she wanted. Should she? They’d already started, but, they’d all been a little drunk when that happened. She’d sobered up a lot on the way back, and if she wanted to change her mind, now was a good time. She was scared. But she was also lonely. Better to start slow, maybe. “Will you both lie down with me?” There. She’d said it. They could say no.

Both of them scrambled up, and sat down, tripping over themselves and each other in their excitement. Well, okay. Fluttershy started to undo her saddle.

“Please, keep it on,” said Rainbow, blushing.

“You’re beautiful in it,” said Tree Hugger.

Fluttershy couldn’t help but grin. “You’re such naughty fillies.” She wiggled under the covers, and the other mares followed her. Their bodies closed in, warm and soft. She rubbed the frogs of her hooves over Rainbow’s side, feeling the short little hairs of her coat. She reached back to feel Tree Hugger’s fluffy haunch. Muzzles bumped together, nuzzling, licking, kissing. She opened her mouth for Rainbow, and her tongue slipped inside, probing, exploring, claiming. She’d waited so long for this. But now it was complicated?

Tree Hugger pulled her face away from Rainbow’s before Fluttershy was ready. This being competed for thing might get old fast. Tree Hugger’s kiss was gentle, sensual, yet greedy. She ran her tongue over every surface of Fluttershy’s mouth, exploring her tongue, her cheeks, her teeth and the roof of her mouth. Fluttershy let out a muffled moan, and Rainbow Dash gave a jealous little hiss, and nipped Fluttershy’s neck. It hurt, but in a way that felt so good it made all the hairs of her coat stand on end.

Tree Hugger imitated Rainbow Dash. The two worked their way down her body, pushing the covers back as they went, alternating sweet kisses and cruel bites. Fluttershy arched, and green and blue forelegs shot across her barrel, holding her down. She struggled, just for fun — both mares were so strong! She couldn’t escape if she wanted to! She didn’t want to. Oh, wow. They were down to her tummy. Fluttershy’s hind legs kicked. Rainbow stuck her tongue in her navel. She squealed. Tree Hugger laughed, and did it too. The pair kissed there until Fluttershy was smacking at them and pleading, “No! Stop! For real! Stop! Safeword! Safeword!”

“Hey, Tree Hugger,” said Rainbow Dash,.

“Mmmm-hhhhmmmm,” she purred, licking the crest of Fluttershy’s hip and grinning blissfully, her heavy-lidded eyes almost closed.

“Bet you can’t make her come harder than I can.”

Tree Hugger laughed, and leaned over to give Fluttershy a kiss down there. Fluttershy yelped, and squirmed away. It was sore! Tree Hugger and Rainbow looked up at her, alarmed.

“I’m sorry. Pinkie was really rough. Can I… um…” She blushed. “I want to do you two, instead.”

“Sure. Anything you want,” said Rainbow, and pushed herself up on all fours and turned away from Fluttershy, tail held high. Tree Hugger did likewise. They were glaring at each other again.

Oh no. Who would she do first? She didn’t want to offend either one of them. She chose to be diplomatic — she licked Rainbow’s smooth heel, making her kick, then Tree Hugger’s fluffy fetlock, sucking on the long fur. This was, it turned out, a happy problem. She took her time kissing up each mare’s leg. She licked Rainbow from the hock to the base of her tail, making her groan and drop to her knees, rear end in the air. Fluttershy inhaled. There was a bright, citrusy tang to her friend’s mare smell. A shiver went down her spine. She couldn’t wait — she kissed the cusp of Rainbow’s flower. It was so silky! She’d kissed mares there before, but no one’s pussy was like Rainbow’s. So plump. So soft. With the sweetest little clit, and just the tiniest little opening winking at her. She didn’t know how Tree Hugger could compete.

But she was about to find out, as Tree Hugger pushed Rainbow Dash out of the way.

“Hey!” said Rainbow. “It’s my turn first. She picked me!”

Tree Hugger’s heavy-lidded eyes got narrower. “We have to share her evenly. It’s the only way to be fair.”

Rainbow snorted. “Yeah I don’t know about you, hippie, but I can’t get off on thirty seconds of licking at a time.”

This was not what Fluttershy had hoped for from this encounter. This was not okay. Fluttershy felt her heart beat quicken, and her muscles become tense. Some sort of force was seizing her — a feeling she’d never felt before. It was like she wanted to run away, only backwards!

“Rainbow Danger Dash!” she said, her voice trembling with fury. “You are a guest in Tree Hugger’s home! You will treat her with respect!”

Both of them turned their heads to stare in her eyes, transfixed. To Fluttershy’s surprise, Rainbow didn’t protest, but instead ducked her head meekly. “Sorry, Fluttershy.”

Treehugger looked smug until Fluttershy turned on her. “And you Tree Hugger! I’m ashamed of you! Rainbow Dash is my oldest friend. If I want to be with her first, I will be with her first!”

Tree Hugger looked away. “I’m sorry.”

“You should be! I thought better of you! Now…” Fluttershy felt something go out of her, leaving her calm, if a little embarrassed at being so forthright. She stroked Rainbow’s rump with the frog of her hoof. “Can I…”

Rainbow nodded, and knelt for her again. Fluttershy picked up where she’d left off, losing herself in the texture and the smell of it. Tree Hugger came around to Fluttershy’s side, and started grooming her wing with her mouth. Fluttershy opened her wing, so that she could get at the sensitive inner surface.

Fluttershy wriggled her nose in between Rainbow’s cheeks, and locked her lips around her little double nub. She sucked at it, making Rainbow groan with delight. Her hooves slid over that taut blue bottom, kneading the firm flesh, squeezing it, pulling the cheeks apart and letting them jiggle back into place. Love filled her heart. She wanted to climb inside of Rainbow, but she couldn’t even get the tip of her nose into her tiny opening! Oh well.

Rainbow’s thin but curvy legs started to shake. Her trickle of fruit flavored mare goo became a flood, soaking Fluttershy’s snout and dripping off of her chin. Fluttershy gripped Rainbow’s hind legs with her forelegs, making sure she couldn’t get away. She took Rainbow’s nub lightly in her teeth, and rubbed her tongue against it, hard. Rainbow yelped, and bucked, lifting Fluttershy off the bed. She held on. Tree Hugger came around to Rainbow’s side, ducked under her flapping wings, and wrapped her forelegs around her, helping Fluttershy hold her down.

Rainbow started shaking. Her eyes rolled up into her head. Then she yowled like a cat with her tail stuck in the door, and bucked up into the air, dragging Fluttershy and Tree Hugger up with her. “Came! Came!” she said, collapsing onto the bed in a pile of lithe curves and blue feathers. “Stop licking!”

Fluttershy peeked up over Rainbow’s sweaty, trembling haunch, her muzzle soaked in mare goo. “Was it good?”

“Ahhhhnnnghhh mgh ngh.” Said Rainbow Dash.

Fluttershy grinned. She was good at this! Tree Hugger looked at her, eyes sultry. She raised an eyebrow. Fluttershy nodded. Tree Hugger turned around and lifted her tail. Fluttershy squeed, and flapped over. She ran her hooves over that wide, green bottom — it was softer than it looked; deep, voluptuous,and fleshy. She ran her tongue around her plump lips. Not as silky as Rainbow’s, but still wonderful. She smelled musky, raw, earthy. Fluttershy inhaled, and held the scent in her nose, savoring it. Then she dove in. Tree Hugger was nowhere near as tight as Rainbow, and it wasn’t any trouble to take a deep breath and wriggle her muzzle inside. She rubbed the edge of her hoof against Tree Hugger’s bud, and pushed her muzzle forward, up to her eyeballs in hot, slick, muscular Earth Pony naughty parts. Tree Hugger moaned, and clamped her dreadlocked tail down over Fluttershy’s head, holding her in place. She humped back towards her, magnificent rump jiggling, and cheeks bouncing off Fluttershy’s face.

Tree Hugger’s powerful sexual muscles massaged Fluttershy’s snout. The pressure grew stronger and stronger, until Fluttershy started to worry about her nose getting squished. Also she was almost out of air. She pulled out with a pop, her chin trailing goo.

“You stopped.” moaned Tree Hugger, looking back at her with petulant eyes.

“Air.” said Fluttershy, trying to scrub some of the goo off her face with her hoof. “Also you’re squeezing really hard.”

“Use your hoof,” said Tree Hugger. “It should fit.”

Fluttershy looked at her hoof, and blinked. “This?”

“Please. It’s only thing that really fills me up.”

“Well, okay. If you say so.” She wriggled her hoof in between Tree Hugger’s cheeks. Tree Hugger grinned. Fluttershy bit her lower lip, and kept pushing. Her hoof was already covered in goo from her nose, and by rubbing it against Tree Hugger’s bits, she was able to get it dripping wet. Then she just pushed. It slid right inside. The lips wrapped around her fetlock like a hungry mouth.

“Oh my!” said Fluttershy.

“That's it. You're doing great! Push it. Push it hard,” crooned Tree Hugger. She wiggled her hips impatiently.

Fluttershy pushed. Her leg went in all the way up to the knee before she hit resistance.

“Oh Equus!” yelped Tree Hugger.

“Did I hurt you?” squeaked Fluttershy.

“No. More. Harder. I want to be waddling for a week.” groaned Tree Hugger, trembling.

Fluttershy gulped and did as she was told. She stared in awe at her leg going into Tree Hugger’s butt. It was, without a doubt, the most beautiful thing she had ever seen. Ripples ran through Tree Hugger’s powerful rump with every thrust. Was this what it was like to be a stallion? Wow.

She knew Tree Hugger was coming before she screamed. The powerful foal-bearing muscles inside of her clamped down on her leg so hard the bones ached. Fluttershy was glad she’d gotten her nose out of there! Tree Hugger kept humping as she came, screaming. Her voice was deep, husky and smoky. Fluttershy slid her leg out of Tree Hugger with a pop, leaving her flower gaping as she collapsed on the bed.

Fluttershy sniffed at her leg. It was dripping with thick, creamy mare goo. The fur was matted to her skin. Gross. But hot. And totally worth it. She realized that even though her little flower still ached from Pinkie Pie’s tongue, she needed to come again. She laid down on her back and lifted her hind legs. The two mares came up to kiss her, each in turn, then kissed down her body. Tree Hugger nuzzled her flower. Rainbow Dash licked her bottom, then kissed her under her tail. Fluttershy squeaked in alarm. It felt weird!

"Rainbow!" she squeaked. “Are you sure you want to do that?”

Rainbow grinned. “Sure. Why not? Do you like it?”

Fluttershy blushed. “Yes.” It tingled, and the pressure was... interesting?

“Alright!” said Rainbow Dash. She pushed Fluttershy’s cheeks apart, and dove in like her ass was a full plate at a dinner buffet. Seriously, Rainbow was a terror at those places.

Fluttershy felt nervous, self conscious. She was expected to come. What if she came too fast? Or, more likely, took too long. She tried not to think about it, and focused instead on how it felt. Hooves on her body. Noses bumping her. Tongues inside of her. Her friends, showing their love for her in such a personal way. Warmth built inside of her, an invisible glow that she imagined as blue and green light moving up her body. She felt herself losing control, and fumbled for a pillow. She managed to stuff it over her face just in time to muffle her screams, as pleasure made her brain come apart.

Chapter 5

Tree Hugger kissed Fluttershy awake. Fluttershy glanced towards her other side — it was cold and empty. She forced herself not to ask where Rainbow was. She also forced herself not to cry. Tree Hugger made her breakfast and then they took a bath together, which was fun.

But the whole morning, she kept thinking about Rainbow. Every time she had a free moment, she found herself coming back to her. Tree Hugger seemed like a wonderful pony. She was thoughtful, strong and kind. Sure, she followed a weird, old religion, but the Old Ways had toned down a lot since paleopony times. At least they didn’t do pony sacrifice any more. All in all, she’d make a good marefriend. On the other hoof, all the evidence so far was that Rainbow would make a terrible marefriend. But. Well. Her feelings were her feelings, weren’t they? Even if they didn’t make any sense.

Fluttershy’s therapist in Cloudsdale had taught her that when bad thoughts got to be too much, she should find something else to focus on. Luckily she was going to see Posey that afternoon. Fluttershy wondered what kinds of animals lived with her. There were so many kinds she’d never seen before! Speculating about that kept her sane and focused through the morning of farm work, as well as the long walk to the edge of the Everfree. She started to get nervous as the canopy of the forest came into view. That was silly of her. The creatures that lived there were just animals. Cockatrice were animals. Ursa were animals. Manticores were animals. Timber wolves were actually a kind of fungus, but animals for all practical purposes. And she loved animals. Even the terrifying ones.

As Fluttershy walked closer, she saw a narrow plume of chimney smoke rising over the forest. She walked towards that and soon Posey’s cottage came into view. It was a tree! It was actually grown out of a tree! Or maybe a clump of trees. Yellow trunks had twisted together to form the sides, growing around arched windows and a charming little door. The roof was made of leaves, and Fluttershy could see small animals moving through them, and birds flying in and out. Birds and animals made it their home! She leapt into the air and glided the last hundred yards to the door. As she grew closer, she could smell all kinds of animals. Birds fluttered around her, flanking her as she flew in, bunnies raised their heads from the grass, ears alert, and squirrels peeked out from the roof.

She landed outside the door. Here came the scary part. She raised her hoof to knock on the door, and held it there. Posey. What was she like? Rude, mean, and into animals. Did number three really cancel out numbers one and two? Was she really somepony Fluttershy wanted to know?

Her hoof was still hovering in place when Posey opened the door. Fluttershy danced back a few steps. How had she… Oh. The animals had told her she was here. Of course.

“It’s you. You’re early. Come in.” Posey turned around and walked back into the cottage. She was smoking one of those nasty cigarettes. The stink filled the inside of the cottage, drowning out the smell of the animals. Fluttershy followed her inside. The floorboards were made of roots, and the ceiling made of branches. A female bear hulked in one side of the main room, nursing her cub. Posey told Fluttershy to sit next to the table in the middle of the room, and went to make tea. Angel and his mother climbed up to the table, and she sniffed noses with them.

“There’s honey,” said Posey, after she set down the tea tray with her mouth. “Bourbon, too. I hope you don’t like cream, because I’m out.”

“Just tea, please,” said Fluttershy. After her last experience drinking, she did not want to touch the bourbon. She’d probably wake up in bed with Posey the next morning if she did.

“So. You can talk to animals.” Said Posey, pouring two cups and climbing into her chair. She added a shot to hers.

“Ever since I got my cutie mark, yes.” Fluttershy nodded at the bunnies. “They say their family has lived here since Equestria was made.” Angel was helping himself to some honey, to his mother’s embarrassed consternation.

Posey nodded. “Their warren was living in this hill when the cottage was grown. They’ve served every Guardian who’s lived here.”

Fluttershy raised an eyebrow. “Guardian? Is that you?”

“Yes. The Guardian of the Everfree.”

“So… you’re here to protect ponies from the forest?”

Posey laughed, then started to cough. She pulled out a handkerchief, and held it to her mouth until the fit passed. When she took the handkerchief away, Fluttershy noticed there was red on it. “No. I’m here to protect the forest from the ponies.”

“Oh. That makes more sense,” said Fluttershy.

And so they talked. She felt anxious around a new pony, but though Posey was very gruff, Fluttershy still found it easy to talk to her. Perhaps it was because Posey asked her many questions about animals. She seemed to want to know everything Fluttershy knew, from the diet of the cabbage vole to the mating habits of the giant albino arctic penguin. And Fluttershy was so happy to tell her! Even Rainbow and her parents got glassy-eyed when she started talking about this stuff. But Posey was interested. She was quick to tell Fluttershy where her books were wrong, and to add her own wisdom, and Fluttershy was happy to learn. After they’d talked for a couple of hours, it was time for afternoon feeding, and Fluttershy helped. Posey had an array of kennels, hutches and paddocks out back, and dozens of bird houses. While she was feeding the resident animals, more came out from the woods and the roof of the house. They got food, too. It was hard work, harder than helping on Tree Hugger’s farm. But Fluttershy felt light, like she might float away without using her wings.

That feeling lasted until they went back inside. Posey made Fluttershy sit back down, and pulled a clipboard with a form on it out of a cabinet. “So. Let’s see. There’s no reason we have to do this in any particular order.” She flipped to one of the last pages, and looked up at Fluttershy. “If you were a tree, what type of tree would you be?”

Fluttershy blinked. “Um… I don’t know that much about trees. But I’d like to be a tree!”

Posey climbed up onto the couch. “I’ll put birch, then. They like birch.” She flipped back to the front. “What does customer service mean to you?”

Fluttershy’s heart stopped. “Is this a job interview?”

Posey rolled her eyes. “I didn’t ask you up here for a social call.”

“Oh,” said Fluttershy. Her heart began to beat again, fast. She began to take inventory of the exits. She had not come prepared for a job interview. She wasn’t even wearing a nice dress!

Pose tossed the clipboard to the side. “I can fill that out later.” She lit a cigarette. “There’s a government stipend attached to the position. Being chosen by Equus is nice, but it doesn’t pay the water bill.”

“Why me?” stammered Fluttershy.

Posey rolled her eyes. “Not for your spinelessness and lack of self confidence, that’s for sure. And don’t you dare cry. I’ve been praying for a pony with a connection with animals, who actually knows something about them, and is responsible enough to work alone. I can get two out of three, at best. Equus has finally seen fit to drop such a pony in front of me. Mind you, you’re lacking certain other qualities I’d like, but I’m not in a position to be picky.”

Fluttershy gulped. “How… Um, I don’t mean to be rude, but how long…”

“Six months, maybe,” said Posey. She pulled the clip board back over. “So. Are you eighteen years of age or older?”

“Yes.”

Posey checked off a box. “Legal to work in Equestria?”

“Yes.”

“Criminal record?”

“What? No!”

“High school or equivalent diploma?”

Fluttershy’s stomach sank. “I’m playing hooky from flight school right now. I mean, nopony really cares what the seniors do after finals, but…”

“But what?” said Posey.

“But I can’t pass my flight test. We have to fly through a kilometer of open sky, and I just can’t.”

Posey wrinkled up her nose. She took a drag off her cigarette, and blew out the smoke. “You can’t? You’re a pegasus. How can you not fly?”

Fluttershy hunched down in her chair. “I’m too scared.”

Posey snorted. “Okay. That’s it. There are other ways to get a high school diploma, but I’ve made up my mind. If you pass that test, the job is yours. If you’re not brave enough to do the main thing your tribe is known for… well, then you’re not brave enough to live in this house.”

Fluttershy blinked. At first she hadn’t known she was here about a job. And then she hadn’t known she wanted it. Until it was denied her. Now she wanted it more than anything else in the world, and she was peeved. Though she didn’t dare say that out loud. “But… I wouldn’t have to fly to do the job. And… anyway, who else are you going to get to do it?” She found her wings had fluffed out a little. She had that ‘running towards’ feeling that she’d had the night before, again. “If you don’t mind my asking.”

Posey laughed. “Oh, you do have a little bit of spine! You know what though? I don’t care. If Equus wants to ignore my prayers until it’s almost too late, fine. She can clean up the mess when I die.”

“But… your animals.”

Posey shrugged. “I won’t care. I’ll be dead. That’s one of the advantages of being dead; you don’t have to give a shit any more.”

✭☆✭☆✭☆✭

Two days after the Founders Day dance, Rainbow Dash woke up in Pinkie Pie’s bed with a throbbing headache. Pinkie Pie was nowhere to be seen. She peeled the sheets off of herself — they were stuck to her coat with something brown. She dabbled a hoof into it, and sniffed. Chocolate. Whew. She put one hoof off the bed and onto the floor, and was rewarded with a loud squawk. Rainbow leapt up into the air and dove back under the sheets then peeked out again. The floor was a minefield of whoopee cushions, rubber chickens, fast food wrappers, liquor bottles, sex toys, and comedy magazines.

Rainbow’s coat prickled with disgust. Pinkie was a slob!

She felt something poke her in the side. She slid a hoof down towards the spot, afraid she’d encounter feelers or a rat’s tail. Instead, she peeled off a folded, rectangular piece of paper.

Last night was (chocolate smudge) FUN! At least I think it was. Sorry we had sex when you were drunk, but I was really drunk too [sic]. Or I think I was? I don’t remember anything after (large chocolate smudge) and I hope the hedgehog is all right. Anyway, I have to get up early for work. Help yourself to (chocolate stain) and there’s a bathroom at the end of the hall. You’ll probably want to wash up. Could you meet me downstairs after? I don’t really get it, but a lot of ponies get weird about sex, so (massive chocolate stain) the anal beads, but anyway I’m out of paper now, so (large drawing of a heart).

Rainbow groaned. This was going to be awkward. She peeked out Pinkie’s bedroom door, made sure the coast was clear, then bolted for what she hoped was the bathroom door at near-rainboom velocities. No. That was another bedroom. With a queen sized bed full of sex toys and bondage equipment. The Cake's bedroom. She did not need to know that about them. She got it right on the next try, heated herself a bath, and washed the chocolate off as quickly as she could.

When she got downstairs, Sugarcube Corner was quiet. Rainbow glanced at the clock on the wall. It was almost noon. She’d slept pretty late.

Pinkie smiled and waved from behind the counter. “Mrs. Cake, can I take my break now, please?”

Mrs. Cake poked her head out of the kitchen door. “I should be fine, sweetie. You go talk. Take your time.”

Pinkie got them coffee and pecan rolls, and they sat down at a table in the back corner. “Sooooo,” she said, narrowing her eyes. “how’s Rainbow?” And she waited.

Rainbow blinked. “You’re going to let me talk?”

“This is important. I’m not a machine. I can turn it off. But we had sex. For me, like, sex is just a fun thing? Like eating a pecan roll — and by the way you should eat yours while it’s warm. They are sooo good when they’re warm! All buttery and melty! But anyway, my family’s Old Ways. I mean, not just Hearth’s Warming and Summer Sun Old Ways like most ponies are around here, but serious Old Ways; like an orgy on my sixteenth birthday and every weekend ever since. And you would never imagine how tedious orgies can be if you have to do one every week so the stallions can spill their seed upon the ground and appease Equus’ wrath. But a lot of ponies fall in love from sex, and build their whole lives around being somepony’s special somepony, and I’m starting to worry that having sex with all my friends is going to confuse them. Because I love my friends? I love them. I already even love you and Fluttershy. I give my heart really easily, and I bet you never would have guessed, right? But I want to be there for everypony, and I’m not ruling out foals but I’m not sure I could ever get married. It’s just too limiting. Anyway, my pecan roll is getting cold, so talk.”

Rainbow watched Pinkie as she dove muzzle-first into her pecan roll. Just like she’d dove muzzle first into… well, anyway. She took a deep breath. “Nah, it’s cool. I mean… I had this one friend, Gilda. Oh my gosh, she was so cool. Like, she was an asshole, but she was a fun asshole, you know?”

“Assholes can be a lot of fun.” said Pinkie with a knowing smirk.

“Yeah, well, we went to Junior Speedster’s camp together every year for, like, a decade. Man, this one time we had this total jerk of a counselor, Letter Of The Law. Like, military corners on all the bunk beds, lights out at exactly 20:35 every night, total jerk. He sent this kid, Malt Ball, home early for sneaking food from the cafeteria to eat at night, and… I mean, it was kind of gross that Malt Ball did that every night, and he was kind of a porker. But that still wasn’t cool. So the next night Gilda and I snuck up to his bunk and clipped his flight feathers while he was asleep. First thing next morning, he fell right off a cloud and almost died. It was hilarious.”

Pinkie snorted into her coffee. “Good one!”

“But then…” Rainbow sighed. “One year we started experimenting, you know? It was a big joke, at first — look at us butch lesbians. And it was fun. But then she started to change. She got all possessive. And since she knew I was bi — I knew that from a pretty early age. I’ve always been proud of it. But because I’m super bi, she got possessive around everypony. Like, I couldn’t be alone with my other friends without her getting paranoid. Where was I going. What was I doing? Why was I spending so much time around that pony? Why was I looking at this other pony’s butt? Was her butt too flat?” Rainbow Dash pounded her head on the table. The coffee cups clattered and splashed. “I could not fucking stand it! We fought, she wasn’t at flight camp the next summer, and I haven’t seen her in three years.”

Pinkie sniffled. “Oh, that’s so sad!” Tears started to roll down her face.

Rainbow felt like she had something stuck in her throat. She was trying to keep a stiff upper lip, but Pinkie’s waterworks weren’t helping. “And Fluttershy’s really special to me, but I’ve been avoiding telling her that because I was afraid the same thing would happen when we had sex! And now we have! I’ve fucked everything up...”

“Oh my gosh! Oh my gosh, you have to tell her though! I mean, you and her and Tree Hugger all had sex, right?” Pinkie was bouncing up and down in her seat, now, tears already forgotten.

Rainbow nodded, eyeing Pinkie warily. “Yeah…”

“Well you have to tell her! Or Tree Hugger might become her special somepony, right? And I’m totally team Flutterdash. Or maybe you could form a ponyamorous threesome? You three are every lesbian stereotype ever between the three of you, so that would be pretty cute. I totally ship all my friends. I just like to imagine what they’d be like as couples because even if I’m not into romance, it’s still pretty cool when it happens to other ponies. Is that weird?”

“Yeah, that’s pretty weird, Pinkie,” said Rainbow. She took a big sip of coffee. It was nutty and smooth. They made good coffee here!

“Anyway, now’s the perfect time to tell Fluttershy how you feel because she just came through the door.”

Rainbow spat her mouthful of coffee out across the table.

“Do you, um, mind if I sit?” said Fluttershy.

“Oh my gosh, no!” said Pinkie Pie, while Rainbow Dash sponged up the coffee with her napkin. “Oh, so, Fluttershy. Is it cool that we had sex? I don’t want to be your special somepony. It was just casual. Does that make sense?”

Fluttershy blushed and nodded. “We can be friends. Also, it might be nice if you never mentioned it again. Not that you weren’t good. You were very good. But I’m really embarrassed that you just talked about it in public. Sorry.”

Pinkie nodded so hard her mane bounced. “Right. Sleazy, public oral with Fluttershy never happened. Got it. So, I think Rainbow has something she wants to tell you.”

Rainbow glared at Pinkie. “No. No I don’t.” She hissed.

Fluttershy looked back and forth between the two of them. “Ookaaayyy.”

“Pinkie really needs to be introduced to the concept of boundaries.” said Rainbow.

“I can see that.” said Fluttershy. She turned to Rainbow and took a deep breath. “I have something I need to ask you though.”

Rainbow’s heart rate tripled. “You do?”

“Can you to teach me to fly?”

“Oh,” said Rainbow, both relieved and disappointed. “Why the sudden change of heart? Are you ready to come home?”

Fluttershy shook her head. “No. I think… I think Ponyville might be my home now. It’s too early to be sure, but I’m starting to like it here. It’s just… I got offered a job that needs a flight school diploma. But more than that, I want the whole Cloudsdale chapter of my life to be behind me.”

Rainbow Dash tried to hide how much that stung, but to judge from Fluttershy’s expression she failed.

“No, I mean, I had a lot of good times there! And I’ll always care for you and my family. I just… I don’t want the fact I never passed Flight School hanging over my head all my life. I want…. You know…”

“Closure.” said Pinkie.

“Exactly.” said Fluttershy.

Rainbow felt peevish. Oh, now she wanted help. Not when Rainbow might’ve been able to keep her in Cloudsdale. “I don’t know. Are you going to give up the first time you have a little crash, like the last time we tried?”

Fluttershy took a deep breath. Her chest fur fluffed out. “I promise not to give up. Even if I crash. I’ll be strong.” She slumped a little. “I’ll probably cry when I crash, though. Is that okay?”

Rainbow Dash sighed. Fluttershy was too damn cute. “Fine. That’s fine. I’ll help you. We can start right away, if you want.”

Chapter 6

For the next few days, Fluttershy fell into a routine. She would wake up in bed curled against Tree Hugger. They’d make love, eat breakfast, and work on the farm until lunch time. Then Fluttershy would walk to town, doing little hop-flights from time to time as Rainbow suggested. There was a particular grain field, about the same distance across as the last flight she’d made in Cloudsdale, maybe two hundred meters. She’d clamor up onto the fence, spread her wings and leap. The wheat stalks would tickle her belly as she sailed low over them. She’d land neatly on the fence at the other side.

She would find Rainbow on the edge of town, usually napping on a cloud. When Fluttershy called to her to wake her up, she’d push the cloud down to almost ground level, and help her climb up onto it. Then they’d sail up over the rooftops, and they’d practice.

Rainbow had learned from last time. They had started with very short hops, and gone up from there. Praise was effluvient. There was a tolerant quality to Rainbow’s praise that Fluttershy didn’t much care for — she imagined Rainbow thought a filly could do most of what they were going over. But Fluttershy decided to take it at face value. She was doing what Rainbow said. And she was getting better.

Being around Rainbow so much was… interesting. Interesting was the word. It was a hot string of days; summer was coming, and coming fast. By late afternoon both of the mares would be sweaty. Fluttershy tried not to look at the way Rainbow’s wiry frame glistened gold in the lowering sun. She tried not to inhale the smell of her, tried to ignore when their bodies brushed together or when Rainbow had to handle her wings to show her something. Being around her, being touched by her, with her not being willing to take things any further was the most exquisite agony possible.

Then they’d say goodbye, and Fluttershy would go home to Tree Hugger.

They’d have dinner, mostly in silence — morning was okay for talking, but in the evening, Fluttershy’s head was full of Rainbow Dash, and Tree Hugger didn’t want to hear about it.

“I don’t want to hear about it,” she’d say.

“Oh, I’m sorry,” Fluttershy would say.

“Her energy’s all wrong for you,” Tree Hugger would say. “Aggressive. Dominating. Selfish.”

Fluttershy would peer at Tree Hugger from behind her bangs. “But I like being aggressively dominated by selfish mares.”

And that would start it.

Tree Hugger would push the dishes aside, sometimes knocking them off them table. She’d haul Fluttershy up onto her table, tossing her down with a thump that would make the table legs tremble and every soft part of Fluttershy’s body reverberate. Before she could even gasp, Tree Hugger would be on top of her, kissing, caressing, grinding. If the fruit bowl had survived, Tree Hugger would bring it with her as she kissed her way down the fuzzy, pear-shaped curve of Fluttershy’s barrel. Her broad tongue and heavy earth pony lips would dance along the cusp of Fluttershy’s flower until she was squirming with frustration.

Then she would start stuffing fruit into her. She’d mash berries into her opening and lick them out. She’d roll an apple through her juices until it was soaking, and then climb back up to share it with Fluttershy. One night she brought out a banana — an extravagant imported fruit that Fluttershy’s inner muscles mashed into paste when she came.

Then it would be Tree Hugger’s turn. They’d try to head for the bedroom. Sometimes they’d make it as far as the sofa in the living room. Fluttershy, light-headed and wobbling with the joy of her climax, would walk behind Tree Hugger so that she could watch the muscles moving under the fat on her bottom. She could never resist a nip, and Tree Hugger would gasp and giggle and Fluttershy would take a harder bite, sucking and rolling her tongue against her flesh. Tree Hugger would drop to her front knees, back legs straight and trembling.

“The hoof,” she’d moan.

“Are you sure?” Fluttershy would whisper. “You bled last time.”

“That’s normal, sweetie. It doesn’t hurt. It feels… so good. Equus’s love doesn’t feel so good. Give me the hoof!”

The second night they’d tried it, Fluttershy’d pulled her hoof out to see red streaking her hoof and hair of her leg, and she’d nearly fainted. But. It was worth it, wasn’t it? She loved the way Tree Hugger’s body felt wrapped around her leg, the way she’d moan and beg, the squishing noises as she slid her foreleg in and out of Tree Hugger’s plump, hungry quim.

After Tree Hugger would come, she’d slide slowly off of Fluttershy’s hoof into a puddle on the floor.

Once Tree Hugger had recovered, they’d stagger up to one of the bedrooms. Oils and a selection of long thin objects with thick bases had been pre-positioned in both her and Tree Hugger’s rooms. These went under Fluttershy’s dock.

Fluttershy had felt especially stirred by Rainbow’s kiss down there, and while Tree Hugger refused to imitate that act, she was perfectly willing to see what else they could fit up there. An improvised toy, at first — the round end of a broom handle, sawed off and nailed to a wooden base to keep it from getting lost up there. They played with it for two hours, working it slowly in and out until Fluttershy had learned to open for it and take it all the way inside. The next day, Tree Hugger had stopped at a sex toy shop and invested in some wooden and stone dildos, some flared at the end like a stallion, others rounded and torpedo-like. Fluttershy loved it. She’d squat over the biggest toy they could fit in her, bobbing up and down, feeling the butterflies bounce as Tree Hugger held the dildo in place, watching with heavy lidded rapture. When she got too sore, Tree Hugger would lay a hoof on her flower, and she’d come with barely a touch. Then they’d pull the toy out — a process every bit as long and involved as getting it in — and then they’d fall asleep tangled in each others’ legs.

Tree Hugger would fall asleep first. Fluttershy would watch her peaceful, snoring face, and feel guilty because she’d been thinking about Rainbow Dash the whole time.

Fluttershy felt like a whore.

As she drifted off to sleep, she would try to figure Rainbow out. Though they were spending a lot of time together, Rainbow deflected any attempt to move the conversation in a more personal direction, and Fluttershy couldn’t bring herself to press the matter. Pinkie appeared to know more than Rainbow wanted her to tell, but she only saw Pinkie when they took a lemonade break at Sugarcube. Rainbow was willing to do anything to derail the conversation away from the topic of romance — repeatedly dropping her glass on the floor, faking coughing fits, and once even ‘accidentally’ kicking Pinkie in the snout.

Not that Fluttershy really needed a clue.

Rainbow felt something for her. That was obvious. For Equus’ sake, she’d licked Fluttershy under her dock, that wasn’t something you did for just anypony. The question was how much she cared, and why she was being such a sneaky about it instead of just telling her.

So Fluttershy hatched a plan. It wasn’t a clever one. It wasn’t a subtle one. But it stood a good chance of working. That night after flight practice, she purchased a bottle of perfume. Before she left the farm the next day, she ‘forgot’ something in her room so she could hurry back and put it on. While she was there she put on her makeup more heavily than she usually did. She looked at herself in the mirror, and turned her head from side to side. She wasn’t much for admiring herself, but she looked hot. She’s confess her feelings for herself in a heartbeat, if she asked.

She hoped she looked good after bolting out of the farm yard so Tree Hugger didn’t see or smell her like this.

Wouldn’t it be easier to tell Tree Hugger she didn’t love her? A tiny voice inside insisted that yes, it would, but Fluttershy knew that was nonsense. Anyway, Tree Hugger deserved to be loved, didn’t she? And who was Fluttershy to deny her that?

✭☆✭☆✭☆✭

“What’s with the face paint? You got a hot date tonight?” said Rainbow Dash.

Here was the part where Fluttershy was supposed to come up with a witty comeback. Witty, yet flirty. “Um… ah… I…”

Rainbow gave her a comradely slap on the shoulder with her wing. Fluttershy tried not to flinch. “Sorry,” said Rainbow. “Just giving you a hard time. I think it’s great you’re getting along with Tree Hugger so well. Just… great. Yeah. It’s awesome. Doesn’t bother me at all.”

“Rainbow, I…”

“Really wanna get back to flying, I know. Oh. I sent a dragongram up to Cloudsdale. Mr. Updraft is cool — you’ll be talking your flight exam again at the end of the week.”

Fluttershy gasped. “The end of the week? I won’t be ready. I won’t!”

Rainbow rolled her eyes. “Yes you will. You already are. A kilometer is nothing; any pegasus with wings that work can do that! And there’s nothing wrong with your wings. The only thing you lack is confidence.”

“Confidence? How can you say that? Flying is easy for you!” complained Fluttershy.

“Flying isn’t easy for me. I’m good at it because I work hard. And you’ve been working hard too. You’re less scared. Your flight muscles are stronger — so much so your chest is thicker. Fluttershy, I don’t say this lightly — you’re awesome. I’m really proud of you.”

“P-proud of me?” Fluttershy’s eyes were getting blurry with tears. No! Stop it, eyes! Now was the time! Her mascara would run! “Rainbow I love you.” She closed her eyes and tried to kiss her.

There was a sound like two coconuts being smacked together.

Fluttershy reared back from the impact, her nose pulsing with pain. “Ouch.”

“Equus buck, what were you trying to do?” said Rainbow, clutching her nose.

Fluttershy was crying for real now. “Kiss you?”

“That was a kiss?” said Rainbow. Blood was dripping from her nostrils.

Fluttershy scrunched down into the wet wisps of the cloud. “I don’t have a lot of experience initiating. It’s not as easy as it looks. Are you okay?”

Rainbow waved her away with a red-spattered hoof. She grabbed up a wisp of cloud and pressed it to her nose. “I’m fine! It’s just a nose bleed. What was that you said?”

“Just now?”

“No. Before you ‘kissed’ me. You mumbled something.”

Fluttershy buried her face in the cloud. “I said I love you.”

“Oh, Fluttershy.” Rainbow looked worried.

Fluttershy looked up at Rainbow, tears streaming down her face. “You’re strong, and you’re brave, and you’re beautiful. Why shouldn’t I love you?”

“That’s not a good idea, Flutters. I’ve had a marefriend before. It didn’t go well. I want us to stay friends. If…”

Fluttershy lunged up from the cloud, grabbed Rainbow by the shoulders, and started shaking her. Well, she tried. Rainbow didn’t shake easy. “Friends? Friends? I… do not… want to be friends!” And she slapped Rainbow across the face and jumped off their cloud. She glided down into Ponyville, and landed badly, skinning her knee. It stung. She ran.

Right into Tree Hugger.

“Fluttershy.” Tree Hugger looked like she’d been crying.

“You… followed me?”

“You ran off wearing makeup and perfume and trying to avoid me. It made me wonder.”

Fluttershy stepped back. “You… heard.”

A tear glistened on Tree Hugger’s eyelid. “When were you going to tell me?”

Fluttershy ducked her head. “I didn’t want to hurt your feelings.”

“Well that…” Tree Hugger took a breath. “That didn’t work. That really backfired.”

“I’m sorry,” sobbed Fluttershy.

“We need to talk about this,” said Tree Hugger. She held her hoof out to Fluttershy.

“No. I don’t deserve either one of you.” And Fluttershy ran.

Chapter 7

White Tail Woods was a spur off of the Everfree; a twelve kilometer long triangle, one kilometer wide at the base, known for its natural beauty and its lack of monsters. Why the more dangerous animals from the Everfree didn’t tend to come into it was something Posey had not been able to explain to Fluttershy. She said it was a ‘mystery’, which Fluttershy suspected was what religious ponies said when they didn’t want to admit they didn’t know something.

Rainbow Dash and Tree Hugger hadn’t followed her. That meant both of them hated her now, since either one could have easily caught up with her if they’d wanted to. Fluttershy had come to the woods so that if they changed their minds, the leaf cover would help her stay hidden so that she could flagellate herself in peace.

Metaphorically, of course. She found a little pool to think at — just a rocky spot a small stream had filled up. It was still, and reflected her face and the sky and leaves above here, except where water bugs disturbed the surface. There was a large patch of briars to one side, if Fluttershy wanted to literally self flagellate, but as much as she felt she deserved physical pain, it might distract her from her emotional pain. Which was much worse, but only what she deserved.

She looked at herself in the water. Whore. Slut. Skank. Cheater. These would be words ponies would use when they’d talk about her. Well, ‘Emotionally unfaithful’ at least. She hadn’t made any explicit promises to Tree Hugger. But what they’d said with their bodies had been very explicit!

“We didn’t make any promises. It’s not our fault she got attached.” said Fluttershy’s reflection.

Fluttershy shrieked, and jumped back from the edge of the pool.

“Oh, come back here. You can’t possibly be afraid of yourself can you?”

Fluttershy crept back to the edge of the pool. Her reflection’s eyes were narrowed with cunning thought, and she was smiling. Fluttershy’s real expression was nothing like that. Magic! That might be what kept the monsters out.

“But it is! It is! I… I… well, I’m staying at her home. I owe her something.” Was staying at her home. She was homeless now.

Other Fluttershy snorted. “Sex can’t be bought with goods, services or money, sweetie. At best, you can purchase consent. Willing sex is always a sacrament.”

Fluttershy blinked. Tree Hugger had told her sex was a sacrament, too. “But that’s an Old Ways belief. We don’t follow the Old Ways.”

Other Fluttershy grinned. “Maybe the Old Ways are following us.”

Fluttershy glanced behind herself, wings spread in panic. Oh. Right. She meant metaphorically.

Other Fluttershy wen on. “I seem to recall us doing farm work for her. And some very valuable pest control services worth far more than what you were paid.”

“I just wanted to help.”

“Mmm-hmm.” said Other Fluttershy. “I liked the way you fed those beetles to that family of robins. That was one of the kindest and cruelest acts I’ve ever seen.” She tapped her hooves together and grinned over the apex.

“The robins were hungry,” said Fluttershy. She lay her head down on the shore. “No. You’re right. It was cruel to the poor beetles. They were just following their nature. I’m evil. Totallya and irredeemably evil.”

Her reflection snorted. “No you’re not. I’m Evil Fluttershy. If you were totally evil, then there’d be nopony for me to talk to.”

Fluttershy blinked. “Well, you are evil.”

“But you’re good. Overall. You know, mostly, anyway.”

“Thanks, I guess.”

“I love myself,” said Other Fluttershy. “I’d hate it if you got all guilty and did something unfortunate to us.”

Fluttershy wanted to talk to her evil self more, but it had started to rain, rippling her reflection until it was unrecognizable. Fluttershy looked around. It looked dry under those briar bushes. It would be scratchy, there, but it was better than she deserved. Her evil self would just have to suck it up. She wriggled out a sort of comfortable and mostly dry spot, and fell asleep thinking about what a mess she’d gotten herself into.

✭☆✭☆✭☆✭

Fluttershy was awakened by something small and wet but very hard thumping her in the nose repeatedly. Rain was thudding down outside, and she realized she was soaked to the skin; apparently briar bushes could only take so much rain. She opened her eyes to see a tiny, soaking wet, white rabbit kitten glaring at her.

“Oh. Hi, Angel,” she said, sleepily.

He thumped his foot.

“I’m sleeping under a briar bush in the rain because… I had a fight with my friends.”

Angel glowered.

“It does so make sense,” said Fluttershy. And yet she found herself backing away sheepishly from the little rabbit. Briars dug into her back and wings.

He rolled his eyes, hopped out into the rain, and looked back at her. He told her there was a part of the warren she’d fit in — an old badger cave over a kilometer from Posey’s cottage, if she wanted to be alone.

Fluttershy hadn’t realized the warren was that big. Even depressed and full of self loathing, she had to see this. She followed Angel through the downpour. He was a yard away, but the rain was so heavy he was nothing but a white blur. Her mane kept falling in her eyes. He knee hurt. After what felt like an hour of soggy, muddy marching, Angel vanished. Fluttershy darted forward in a panic, and ran into the side of a two-meter cliff. There was an opening just big enough for her to wiggle through. The inside was cozy — the dirt was hard packed and smelled nice, and the floor was sloped so that any rain that got in the cave rolled right out again. She wriggled around so that she was facing outside (bunnies might not mind bumping around in the dark, but ponies did), and Angel squirmed in between her front legs. It quickly grew warm in the tight space, and their fur began to dry. Fluttershy was never sure if she fell asleep again not, at this point. Her breathing and Angel’s breathing blended together, and after a while the cave seemed to be breathing as well. She felt her sense of herself as Fluttershy the pegasus pony from Cloudsdale fall away. She was her own body, but she was also Angel. She was also the cave. She was the rain. But there was something else in the rain. There was something else in the cave. There was something else in Angel. And there was something else in her. A huge, emerald green eye, watching her through all these things. It seemed like the sort of thing she ought to frighten her but instead, Fluttershy felt a feeling of love stronger than anything she’d ever felt rise in her belly.

“Equus?,” she said, “Is that you?”

A pink snout poked in through the opening of the cave. “No. It’s Pinkie Pie. Is that you, Fluttershy?”

“Yes. How did you find me her?” Angel was snoring in her forelegs. Both of their coats were totally dry. The rain seemed to have stopped. How long had she been out?

“Itchy left gaskin,” said Pinkie, as if that explained anything. She pushed her head inside the cave, and her mane floofed out inside, blocking most of the light. “What was that about Equus. Did you have a vision?”

“I didn’t see anything. I think I was just dreaming.”

Pinkie whistled. “Oh, a dream! That’s even better! My parents would be going nuts right now. But… you know, they were converts, and I just grew up with the whole religion thing. I so they think it’s really exciting. But I always just believed it, and I still do, but it’s like trying to get excited about gravity. It’s just there, you know?”

“Okay. I don’t believe Equus is alive, though. That’s crazy,” said Fluttershy, rubbing the sleep out of her eyes.’’

“It totally is!” said Pinkie.

“Right. Um. I don’t mean to be rude. But could you let me out? This cave was cozy when I got in, but right now I’m feeling really cramped and kind of claustrophobic. If it wouldn’t be too much trouble?”

“Sorry!” Pinkie backed out of the hole.

Angel climbed up onto Fluttershy’s back, and she followed Pinkie. She squinted in the last rays of sunset. Nopony else seemed to be around. Especially nopony blue and sexy and infuriating. She took a deep breath. Now was the time. It was scary to ask. It was also prying, and rude, and evil. “You know something about Rainbow Dash.”

Pinkie narrowed her eyes. “I know a thing or two. Why do you ask?”

“You know I have… I have feelings for her.” said Fluttershy, looking away and blushing.

“The whole town knows, as of this afternoon,” said Pinkie. Fluttershy winced.

“So why is she being such a poopy head about it? Does she not like me? Because… she doesn’t act like she doesn’t like me. She acts like she likes me and doesn’t want to like me.”

Pinkie took a deep breath, covered her mouth with her hooves. “Oh. My Gosh. Do you know about Gilda?”

Chapter 8

Rainbow Dash snuck her head over the edge of the ice cream shop roof, breathing quietly, trying not to be noticed.

“So what do you think I should do?”

Pinkie and Fluttershy were sitting at a table outside, sipping milkshakes and watching fireflies.

“What do you want to do?” said Pinkie.

Fluttershy sighed through her straw, and it came out as bubbles through her milkshake. Tiny dots of light danced and flickered through the warm night air, over the heads of passing ponies. As beautiful as they were, Fluttershy had explained to Rainbow that they were just lighting up like that because they were horny. But maybe she shouldn’t be so dismissive. Maybe the fireflies were in love with each other. Maybe they were full of complicated feelings they couldn’t express or even understand. Maybe.

“Hello. Hellooo. Equus to Fluttershy,” said Pinkie, poking her with a straw wrapper.

“Want to pass my flight exam and go work with Posey in her cottage,” said Fluttershy.

“So you’re really focused on your career right now, and you don’t have time for a special somepony.”

Fluttershy slouched. “I guess.”

Pinkie nodded. “That’s too bad, because there’s a certain special somepony lurking on the roof of the ice cream parlor and she looks kind of sad.”

Fluttershy sat up so fast that she knocked her milkshake into a spin and barely managed to crab it with her hooves in time to keep it from falling over. “Oh my gosh! Is it Rainbow?”

Rainbow cringed, and scurried back from the edge of the roof.

Fluttershy’s soft voice came from below. “I really need to go talk to her. Can you finish this for me?”

“Not gonna be a problem. Good luck, flygirl!”

Fluttershy leapt into the air, and flapped up onto the roof.

“Whoa. Good hop,” said Rainbow.

“Thanks,” said Fluttershy, blushing, “I learned from the best.”

“I saw the way you scoop your wings, though. I think that if…”

“Rainbow Danger Dash. We are not derailing this into a conversation about flying. Pinkie told me about Gilda.”

Rainbow ground her teeth. “That little tattle tail!”

“I’m sorry. I really wanted to know. Anyway — is that really it? I mean… I don’t know if any of the stereotypes about griffins are true. I don’t want to sound racist. But if they are? I’m pretty much the opposite of a griffin.”

Rainbow was suddenly really interested in the ice cream parlor’s roof tiles. “I’ll find some other way to mess up our friendship.”

“Really? You will? News flash. You already did.

Rainbow nodded. It was true. It was all true!

“I mean. We could apologize to each other and try to move on with our friendship. I don’t want to be presumptuous. I mean, stuff happens. It’s okay.” Fluttershy grinned sheepishly. “Or we could be marefreinds. If you wanted to.”

Rainbow cringed. “So I have a chance to buck things up royally, and forever, instead of just a little bit.”

Fluttershy’s eyes flashed with the anger Rainbow’d seen that night they’d spent together with Tree Hugger. “Oh, I’m sorry. Is this thing that normal ponies do too hard for you? Did you have one little tumble, and now you don’t want to try again?”

That sounded familiar. “Ouch! Fluttershy!”

Fluttershy smirked. “I know. I’m evil.”

“Fine,” said Rainbow. “I’ll be your marefreind. On one condition.”

“What’s that?” said Fluttershy.

“If you can beat me in a race.” And she leapt into the sky like a blue blot.

Fluttershy gasped. “What? Rainbow Dash, no!”

Rainbow did a loop, and stopped, hovering, wings beating hard to keep her up. “Come on, I don’t want it to be too obvious I let you win.”

Fluttershy laughed, and took off after Rainbow. They circled the theatre district once, and Rainbow pulled up along side her. “Top branch of the old library. Bet you can’t beat me.”

“You’re on, bucko!”

✭☆✭☆✭☆✭

The rooftops of ponyville whipped past underneath them. The wind of their passage tugged at Fluttershy’s mane, pulling it back out of her eyes. Flying at night was dangerous — though Ponyville was brightly lit enough at this hour to minimize that — but she wasn’t afraid. With Rainbow next to her, she could do anything.

Then Rainbow wasn’t. The top of the library was dark, not hit by most of the light below. It loomed. It menaced. Where was Rainbow? Oh. Right. Letting her win. That was a pretty big sacrifice for Rainbow; she couldn’t let her down. She flapped hard, turning her nose up. There was a balcony at the very top. The railing brushed her belly as she passed over it, and then folded her wings, lowered her legs, and landed on the wood planks with both hooves. The platform wobbled slightly. “Oh my.”

Rainbow landed next to her. “Congratulations. You’re going to graduate.”

Fluttershy blinked. “What?”

“I’ve gotten to know the town pretty well over the past week. The route I took you on? Including the long loop, it was about a click. The exact length of the flight school exit exam.”

Fluttershy gasped. “But it won’t be the same in Cloudsdale!”

“It’s the same distance.”

“But you won’t be with me!”

“I’ll be watching.”

“And it’ll be high in the air!”

“Don’t look down.”

Fluttershy found herself… smiling? “I can do it?”

Rainbow took Fluttershy’s face in her hooves. “You can do it, Flutterbutt.” Rainbow pulled Fluttershy’s face towards hers, tilting it ever so slightly so that their noses didn’t bump. So that was how you did it! Her tongue darted across her lips, making them tingle. Fluttershy gasped, and Rainbow took the opportunity to invade her mouth. She closed her lips around Rainbow’s tongue, and let her hot, slick flesh penetrate her. She pursued her lips around it, sucking, bobbing her head. Rainbow growled, and pushed Fluttershy to the hard wooden deck.

Then rainbow pulled back, her lips dripping Fluttershy’s spit. “Damn, Flutterbutt. You make me wish I had a cock for you to suck.”

“They make attachments,” she purred, eyes sultry. Hooves roamed over bodies, caressing, stroking, squeezing. Rainbow’s ass was firm but juicy. They ground their flowers against each other’s thighs. It was ineffective.

Rainbow reared up, kneeling on her hocks. She tugged, gently but firmly, on Fluttershy’s mane. “Lick it,” she ordered. Fluttershy rolled over onto her tummy. She started to lick a the inside of one of Rainbow’s thighs, but Rainbow pulled her muzzle up to her flower. “I said lick it.” Fluttershy inhaled the citrusy musk, and shivered with pleasure. She ran her tongue all around Rainbow’s puffy blue lips, shivering at their perfect texture.

“That’s right.” Rainbow hissed. “Open your eyes. Look up at me.”

Fluttershy flushed as she looked up into those hungry, possessive violet eyes. Rainbow’s hooves stroked her cheeks as Fluttershy explored her tight blue sex with her tongue. She lapped up mare goo, and thrust her tongue as deep as she could inside of her. Her tunnel was so tight around her tongue. So hot. So smooth. So not enough for Rainbow Dash, who tugged her up to the apex of her flower. “Make me come,” she growled. “I can’t wait.”

So Fluttershy licked at her nub as hard as she could. She’d had a lot of practice lately. She felt like being a little cruel to Dashie, since Dashie had been so rough on her lately. So she hooked her fetlocks over Rainbow’s hipbones and rested her hooves on her bottom so that she’d have a good grasp of the tension there. When She felt Rainbow’s butt tighten and the pulse in her nub start to quicken, she’d slow down until Rainbow fell back from the edge. Rainbow pulled on her mane and ears, mashing Fluttershy’s nose into her pubic fluff, but Fluttershy was determined not to let her get off easily.

Citrusy mare fluids spattered the wood of the deck. Rainbow’s thighs were like iron cables against Fluttershy’s cheeks. Fluttershy decided Rainbow had suffered enough. She pushed her nub up with her tongue, mashing it against the flats of her teeth, and Rainbow screamed so loud the whole town must have heard it.

Then she collapsed on Fluttershy’s head.

Fluttershy yelped, and rolled out from underneath her.

“You’re evil,” said Rainbow, lying on her back, wings spread, gasping. “You had us all fooled… with… with your sweet, gentle facade. But you’re evil.”

Fluttershy grinned. Rainbow’s mare goo was dripping from her lips, but she was happy not to wipe it away. “I don’t know what you’re talking about, you silly pony.”

“I can’t feel my hind legs,” said Rainbow.

“Good,” said Fluttershy. “then you can’t get away.” And she climbed on Rainbow’s face. Rainbow Dash groaned, and gripped Fluttershy’s butt with her hooves. They sank deep into her flesh. She spread her wings for balance, and reached her hooves back behind her head. Rainbow seemed to want to tease Fluttershy the way she’d teased her, but Fluttershy didn’t mind. She ground her hips in circles, arching her back, luxuriating in Rainbow’s gentle little licks. Her hear rate rose slowly, and the nerves in her lower body sang with pleasure. It felt so good she never wanted it to end.

“I love you, Rainbow Dash,” she said, reaching down to stroke Rainbow’s mane.

“Mgh luff yhu too,” said Rainbow, her voice muffled.

“Oh!” shouted Fluttershy. “Oh, I’m coming!”

The warmth that had been steadily glowing in her lower belly burnt to a fire. It flared, flashing through her whole body. Rainbow pushed her tongue against Fluttershy’s nub, holding her hips, drawing out the burst of pleasure until she was too sensitive, and had to wriggle out of Rainbow’s grasp.

Fluttershy flopped down by the other mare’s side. “So,” she said, smiling nervously. “Special someponies now?”

“Now and forever,” said Rainbow. Fluttershy squeed. And they kissed. Fluttershy could taste herself on Rainbow’s lips.

✭☆✭☆✭☆✭

Rainbow Dash was the one who insisted they go see Tree Hugger.

“She’ll still be mad at me,” said Fluttershy, as Rainbow Dash pushed her along the dirt path towards Tree Hugger’s farm.

“If she’s a good friend, she’ll want to talk to you. If she’s not a good friend, we’ll find out and we can avoid her,” said Rainbow, pushing her head against Fluttershy’s rump to make her move forward.

“You just want to gloat that you won me.”

Rainbow looked up over Fluttershy’s croup. “Won you? Like a prize?”

Fluttershy nodded. “I like being a prize.”

“Isn’t that kind of objectifying, though?”

Fluttershy blushed. “It’s fun to be objectified, sometimes.”

Rainbow giggled, and blushed too. “Okay, Flutterbutt. I’ll objectify you more tonight. But right now we need to do friendship stuff.”

Fluttershy sighed, but Rainbow didn’t have to push her any further.

The bell on Tree Hugger’s gate jangled as they walked through. She came to the door, and looked at them from across the farmyard. Fluttershy found she couldn’t take a step forward.

“Go on,” said Rainbow.

“I can’t. I can’t move my hooves.” Fluttershy’s voice cracked.

Rainbow rolled her eyes. “Oh, come on. You can tell me you have trouble flying, but I’ve seen you walk.”

“I can turn and run,” said Fluttershy. “Would you believe I can do that?”

“I do not put my tongue inside cowardly mares, is all I’m saying.”

“I’m pretty sure you already did, Dashie.”

“Nope. Scaredy mares, sure. Cowardly ones. No way.”

Fluttershy’s knees trembled. “You wouldn’t.”

“I would.”

“What if she and I have sex?”

Rainbow grinned. “Like, right in front of me? Hot.”

Fluttershy blinked. “You’d just watch?”

“No. I’d join in. Listen. Flutterbutt. Babe. I don’t share. But I might loan you out. Especially if you’ve been naughty. Go talk to that mare, okay?”

So Fluttershy went. She was halfway to the farm house when Tree Hugger, who’d been watching her from her porch all this time, charged at her. Fluttershy squeaked in alarm, and shied back. Tree Hugger reached her, and reared up. She was attacking! She was going to kill her! Why wasn’t Rainbow doing anything?

No. It was a hug. It was okay. Everything was okay. Only Tree Hugger was crying into her shoulder.

“I’m sorry. I’m so sorry.”

Fluttershy patted Tree Hugger on the shoulder. “It’s… um… It’s okay? No, really it’s fine.”

“What’s going on?” said Rainbow Dash, walking up behind them.

“I really have no idea,” said Fluttershy, stroking Tree Hugger’s dreadlocks.

“Let’s take her inside,” said Rainbow Dash.

✭☆✭☆✭☆✭

Fluttershy made Tree Hugger some of the calming tea, and Rainbow found the liquor cabinet and put a shot of bourbon in it. Tree hugger pulled the cup over, inhaled the steam, and took a sip. “I took advantage of you, Fluttershy.”

Fluttershy gasped. “You did no such thing!”

Tree Hugger took the sugar spoon and stirred a couple of lumps of coarse brown crystals into her tea. “I did. I moved here from Manehattan to live the simple life. I wanted to live and work alone. But I got lonely. And then you were there. And you just… needed. So badly. So I took what I needed from you. And I kept taking, because I knew you’d never say no.”

“I would totally say no if I didn’t want to!” said Fluttershy.

Tree Hugger shook her head. “You’re just such a giving, and open pony.”

“What Tree’s trying to say is that you’re a doormat,” interjected Rainbow Dash.

“I am not a doormat!” said Fluttershy.

Rainbow picked up the tea kettle. “Hey, Fluttershy, do you mind if I throw this pot of boiling water in your face?”

“What? Why would you want to do that? Can I cover my face with my…” Fluttershy narrowed her eyes. “Hold on. I see what you’re doing here.”

Rainbow smirked smugly, and put the teapot down.

Fluttershy put her hoof on Tree Hugger’s. “Tree Hugger. I knew perfectly well what I was doing. And I had a really good time with you. And I really want to still be your friend.”

Tree Hugger sighed, and smiled. “I want to be your friend too.”

Rainbow rolled her eyes. “You know, as long as it’s clear to everypony that she’s my Fluttershy I don’t really mind if you screw from time to time.”

Fluttershy and Tree hugger blushed, and moved their hooves appart.

“If we work at being friends,” said Tree Hugger, “I think everything will be all right.”

“Yes,” said Fluttershy, “I think everything is going to be all right.”

That was when Posey barged through the front door, shaking, coughing blood and covered in green ichor.

Chapter 9

The three of them stopped to stare at the burning timber wolf in Posey’s front yard. She’d rolled a ring of stone around it to keep the fire from spreading. Black, fouls smelling flames leapt from the rotten planks of wood that made up its body.

“I thought you were supposed to protect the creatures of the Everfree,” said Fluttershy.

Posey grunted, and climbed off Rainbow’s back. The’d forced her to ride back; she’d wanted to run. “Sometimes they need tough love. Don’t breathe in the smoke. Spores.”

Rainbow Dash stared at the massive corpse. “You took this down by yourself? You?”

“Never underestimate a crone,” said Tree Hugger.

“I had some help,” said Posey. Indeed, the other ponies didn’t seem to have noticed, but Fluttershy was aware of predators — dogs, ferrets and stoats, a family of coyotes — lurking in the shadows of the trees, and raptors resting on the roof of the cottage. They looked tired. “Which is why I need you, Fluttershy,” continued Posey. “Come with me.”

She lead them quickly down one of the paths behind the cottage, to a cave a little larger than the one Fluttershy and Angel had slept in yesterday. The mother bear was crouched at the entrance, moaning in desperation. Weak, pained moans echoed from inside. Fluttershy understood what was being said, and it broke her heart. Next to the mother bear a rope was tied to a rock and lead down into the cave.

“Oh no…” she whispered.

“Brena’s cub, Harry, chose a poor place to hide during the fight. The cave floor gave way. He’s injured, we can’t reach him, and he won’t get in the harness. I need somepony who can fly and….”

Rainbow shouldered her way to the front. “Right. I’ve got this.”

“No!” said Fluttershy.

“You idiot, you can’t…” said Posey.

But Rainbow had already zipped past the mother bear and into the cave. There was a crash. Then there was a roar, and a scream of equine pain. Fluttershy gasped, and rushed to the cave. She didn’t see Rainbow Dash. She didn’t see much of anything; it was dirt and rock for a foot or so, and then a ledge and darkness.

“Rainbow. Rainbow!” Please be okay. Please be okay.

A blue hoof reached up and grabbed the edge of the ledge. Fluttershy rushed over to help Rainbow over the ledge. When she touched her side, she felt wetness, and Rainbow hissed in pain.

Futtershy gasped. “Oh, goodness! You’re bleeding!”

“It bit me! I tried to help it and it bit me! My wings. Are my wings okay?”

“Your wings are fine, but you’re going to need stitches. Rainbow, what were you thinking?”

Tree Hugger and Posey helped her pull Rainbow Dash out of the cave. Tree Hugger applied direct pressure while Posey went through her bags for the medical things she’d brought for Harry.

“You are, without a doubt, the stupidest pony I have ever met,” said Posey to Rainbow Dash.

“That’s the mare I love you’re talking to,” groused Fluttershy.

“Well.” said Posey. “At least she has a nice body.”

✭☆✭☆✭☆✭

Posey had given Fluttershy a necklace with a jewel that glowed green for her to see by. Its light made the little cave eerie, and the five meter drop to the moaning bundle fur brown fur below utterly nauseating. Fluttershy closed her eyes, and turned her head away.

“Cup your wings,” said Rainbow Dash. “And think about floating.”

“And be careful,” said Posey. “The cub is mad with pain and fear. He will be very dangerous.”

“No pressure,” Fluttershy.

“I believe in you!” said Tree Hugger from behind them.

“Me too!” said Rainbow. “Positive Shy!”

“Don’t get overconfident,” said Posey.

The chatter was too much for Fluttershy, and she jumped off the ledge just to get away from it. She scooped her wings like Rainbow had said, and flapped down. Chunks of earth fell, dislodged by her wings. When she it the bottom, Harry lunged at her. She tucked her wings in at the last minute and dove, hitting the ground hard but dodging the bear’s jaws. There was a small cavern down here — enough room for her to scoot back away out of range of his jaws. Harry made to follow her, but yelped when he put his weight on his left foreleg. It was bent wrong.

“Oh you, poor thing!” she said. She eyed the harness lying on the cave floor nearby. It should fit him fine without hurting his leg, if she could get him into it. She’d need to splint the leg first, though. She looked at Harry’s teeth. They were still red with Rainbow’s blood. Oh dear. She took a deep breath. “We can get you out of here, and back to your mommy, but you’re going to have to trust me.

Harry snarled. He was only a cub, but he was already bigger than her.

“I know you’re hurt, sweetie, and I know your scared. But you have to let me help you or… or…”

Harry grunted, and scooted back into the root-veined wall of the cave.

Fluttershy took a splint and bandages out of her bags. Her mother had taught her basic first aid, and she thought she could immobilize the limb without having to realign the bone. They’d probably have to sedate Harry for that. “Now I’m going to splint your leg so that we can get you into the harness and lift you up. It’s going to hurt a little, but it will be worse if we don’t do it. Do you understand?”

Harry said nothing. Fluttershy crawled towards him, and reached out towards the broken leg.

Harry backhanded her across the cavern with his good paw. Her back hit a root, knocking her breath out of her. Her face pulsed with pain; it wasn’t bleeding, but it hurt. Fluttershy whimpered. The cave roof seemed to press down on her. The darkness grew fangs, and pulsed with fear and pain. She drew her breath to scream, but opening her jaw hurt too much and all that came out was a breathless mewl. Harry’s eyes shone in the light of her pendant like a monster under the bed. She was going to die down here. She was going to die. She was going to…

No.

No. She couldn’t die. Rainbow and Tree Hugger would cry. Her parents would never forgive themselves. Posey would be disappointed in her. And most importantly, a this bear cub would probably die, too.

Her eyebrows came down. She looked right in those scary monster eyes, and hissed, “You are a very very naught bear!” She was lisping a little from her swollen cheek, and it hurt to talk, but that didn’t matter right now. “What do you think you’re doing?”

Harry whimpered.

“I’ll say you’re sorry! Hitting a pony who’s only trying to help you! And biting poor Rainbow Dash! What were you thinking?”

Harry hunched down, and looked away.

“I’m sorry this had to happen to you, and it’s going to be hard to get out of here. But you don’t have any other choice! You can let me splint your leg, and get in that harness, or we can both starve to death down here. Because I’m not leaving without you. Have I made myself clear?”

Harry whined.

“You’d better be sorry. Your mother misses you! Think about what you’re putting your poor mother through!”

Harry shifted his body, and held out his injured leg.

Fluttershy smiled with the good half of her face, and went to work.

Epilogue

The flight test was nothing.

She’d been nervous on the ballon ride up to Cloudsdale, constantly asking Rainbow for assurance that she was ready. Rainbow, grumpy that the doctor had told her not to fly until her wounds healed, got pretty snippy with her by the end of the trip.

But once she was in the air, she was fine. She’d flown to the halfway marker and back so much as a butterfly in her stomach, and then she was back on solid cloud, and her family was hugging her, Mr. Updraft was grinning with pride, and Rainbow kissed her right in front of her parents! They didn’t look surprised, but Zeph looked heartbroken and didn’t talk much for the rest of the evening after that.

They all went out to dinner afterwards. Once the thrill of passing the test had faded, she began to feel sad. This was it. She was really leaving home. Rainbow and her dad were talking about something technical about cloud house construction, and Zeph was sullenly poking at his french fries and shooting her the occasional jealous glance.

“I’m glad you and Rainbow finally realized how you felt about each other,” said her mother. “She’ll take good care of you.”

Fluttershy blushed furiously.

“Anyway, you’re not off the hook for grandfoals, young mare.”

“But… but mares can’t…”

“Find a way.”

“Yes, mommy,” whispered Fluttershy.

“Are your sure your face feels all right?” said her mother. “That’s an awful black eye.”

“I’m fine, mom. Nothing’s broken. Anyway, I got it saving a bear.” Fluttershy grinned. “I’m pretty proud.”

Her mother stroked her hoof. “I’m very proud of you, too, sweetie. I’m so sorry I tried to make you stay. I was afraid. I’m not as brave as you. I was always to scared to leave Cloudsdale.”

Fluttershy shook her head. “I didn’t leave because I was brave. I left because I was scared to say here. I’ve always known Cloudsdale wasn’t where I really belonged. I was so afraid of getting stuck here that I would have done anything to get out. I’m sorry I ran away.”

“Honey! No! I knew this was coming. I just wanted you to pass your flight test first. But everything worked out, didn’t it? You’ve even got a job. A job that’s perfect for you!” Her mother folded her hooves over her heart. “Oh, my sweet little filly is all grown up.” Tears began to roll down her cheeks. Then she grabbed her daughter and started bawling into her hair.

“Mom… you’re… we’re in public. You’re embarrassing me.”

Her mother sobbed more.

“You’re… you’re… my mane is getting very wet.”

✭☆✭☆✭☆✭

Her parents encouraged Rainbow sleep in Fluttershy’s room that night. The two young mares made gentle, quiet love to the sound of Zephyr’s heartbroken sobs, and when they were done, the lay tangled together, looking into each others eyes.

“So your folks are pretty cool about this whole lesbian thing,” said Rainbow after a while.

Fluttershy tittered. “I think dad’s just glad he didn’t have to give his precious little filly to some other stallion.”

Rainbow smirked. “Yeah, well, they know I’m gonna treat you right.”

There were things on Fluttershy’s mind, though. “But what about your dreams? I mean… you always wanted to be a Wonderbolt. And I know they usually recruit from the EUP. And your whole life’s up in Cloudsdale! What are we going to do?”

Rainbow’s eyes went wide. “Oh, I didn’t tell you!” She zipped out of bed, and returned holding her saddlebags. “Wait for it…” she said, reaching in. “Ta da!”

Fluttershy squinted at the badge Rainbow was holding. “Rainbow Danger Dash. Trainee. Equestrian Weather Service, Ponyville division.” She gasped. “Rainbow! Oh my gosh!”

“I wasn’t just lazing around and taking naps when I wasn’t training you last week. Well, I mean, I took a lot of naps. But I went looking for work, too. The Wonderbolts recruit from weather ponies, too, and I wanted to be around Ponyville. You know, to keep an eye on you.”

Fluttershy hugged Rainbow, careful not to press on her bandaged side. “Oh, Rainbow, I love you so much.”

Rainbow kissed her and stroked her mane. “Hey, I’d do anything for you, Flutterbutt!”

“Please don’t call me that, though.”