Please Don't Cry

by Orrianna Dyre

First published

Rainbow's in love. Twilight is broken. It's Rainbows duty to help her friend, and maybe have her return her feelings.

Rainbow has loved Twilight ever since they defeated Nightmare Moon together. Recent events have broken Twilight's resolve, and her heart. It's up to Rainbow to piece her back together, bit by bit. Can she fix her friend, will she be able to tell Twilight how she feels? And will Twilight return her feelings?

A/N - Thanks to KitsuneRisu and The Abyss for editing and slrvertigo for pre-reading!

The Tragic Truth

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I can’t believe Twilight is finally coming home! Rainbow Dash thought as she happily trotted towards the train station. I can’t wait to see her, so I can-

“Hey, Dashie!” Pinkie Pie gleefully said as she hopped up beside Rainbow Dash. “Can you believe it? Twilight’s finally coming home and I’ve missed her so much and you know what that means: a welcome home party! I can’t wait to throw a party for her it’s gonna be the best of the best of the best!”

Rainbow quickly placed a hoof on Pinkie’s lips, who immediately got the hint. Rainbow giggled at Pinkie’s expression and asked, “Pinkie Pie, you just don’t know how to stop talking, don’t you?”

Pinkie shook her head and mumbled a muffled no behind Rainbow’s hoof.

Hearing the train signaling its approach with a loud whistle, Rainbow looked towards the station. Leaving Pinkie Pie in the middle of the road, she galloped towards the Ponyville station, hoping to make it there before the train arrived.

Twilight, I’m coming! Flapping her wings, she lifted herself into the air and shot forward at a speed that caused everything she passed to be a colorful blur. She arrived at the station platform in mere seconds, just as the train was coming to a halt.

Rainbow randomly picked one of the train cars and sat down in front of one of the doors, impatiently waiting for it to open. She sat there waiting for what seemed like forever before the doors finally opened, spilling everypony onto the platform. As everypony started getting off the train, Rainbow started desperately looking through the crowd, searching for Twilight.

Just as Rainbow was about to give up, she saw Twilight step off the very last car of the train at the other end of the platform, looking like she hadn’t slept in days. Her eyes were bloodshot and puffy, she had bags underneath them, and her mane was an absolute mess. As she slowly walked off the train, Rainbow saw that she was slightly shaking.

Shocked, Rainbow sat down with a worried expression; having never seen her friend in this state was highly unnerving. She watched as Twilight unsteadily picked up her worn saddlebag in her magical grip. Loose papers and clothes were sticking out of it, as if they had been carelessly tossed inside.

She’s always so organized… Rainbow thought as she stared at her friend in shock. What happened to her? Maybe... maybe she‘s just tired.

Twilight turned and walked towards her, her head hung low, tears of pain falling to the ground. Rainbow’s heart broke at the sight of her crush looking so dejected; so miserable.

As Twilight approached her, Rainbow hesitantly asked, “Hey Twi, what’s up? How was your trip?”

Twilight dejectedly walked past her without saying a word, sobbing quietly. Surprised that she didn’t greet her, Rainbow quickly turned and caught up to the crying unicorn as she walked out of the train station.

As they slowly made their way down the street to the Golden Oaks Library, Rainbow glanced over at Twilight, who was still sobbing. Rainbow desperately wanted to cheer her friend up, but she had no idea what was wrong.

“Twi?” Rainbow softly asked, trying to get her attention. “Twi, look at me, please.”

Twilight just kept walking, oblivious to what Rainbow had just said. Rainbow stopped her with a hoof and used a wing to gently lift her head. Twilight kept her eyes tightly closed, her ears flattened against her head.

“Twilight, what’s wrong?” She asked with concern. “I just want to help you.”

Twilight opened her eyes, tears still streaming down her face. It looked like she was about to say something, but she quickly looked away, as if in shame. She pulled her head away from Rainbow’s wing and started walking again. But after only a few steps, she stumbled and suddenly slumped to the ground, unconscious.

What the hay happened to her on her trip? “Twilight!” Rainbow yelled as she rushed over to the unconscious unicorn. She quickly picked her up and tossed her onto her back. I’ve got to get her home!

Making sure Twilight was safely balanced on her back, Rainbow slowly lifted them into the air and flew towards the library, which, luckily for them, happened to be just a few more houses down the street. A few seconds later, Rainbow landed in front of the library’s front door. She glanced back at Twilight, watching as her small chest rose and fell with each steady breath.

She looks so peaceful when she sleeps, she thought with a sigh. What happened to her? She won’t even talk to me, much less look at me, and this is probably the first time she’s slept in days…

Rainbow opened the library’s front door and quickly trotted upstairs. Once she reached the top of the stairs, she opened Twilight’s bedroom door and carefully made her way over to the bed, making sure to not wake the sleeping unicorn.

Rainbow laid Twilight onto her bed, gently pulling the covers over the sleeping unicorn. As she quietly made her way out of her bedroom, she turned around and whispered, “Please Twilight, let me help you...” she walked back downstairs and laid on the couch, deciding to wait for Twilight to wake up. Within a few minutes, Rainbow had fallen asleep, softly snoring away.

~Several Hours Later~


Twilight slowly woke up, with not a clue as to where she was. Sluggishly sitting up, she realized that she had somehow made it back into her bedroom. Glancing over at the window, she saw the sun setting on the horizon. Wow, how long did I sleep? Flipping onto her side and pulling the covers back up, she let her thoughts take over. Failure... I’m a failure... What must Celestia think of me now? I can’t possibly show my face there again…

She tried to hold back a fresh wave of tears, so she shut her eyes as tightly as she could in a vain attempt to stem the flow, but try as she might, a small tear escaped her from her eyes, slowly making its way down her face. And what of my friends? They won’t ever look at me the same again… I don’t think I can face them…

Quietly sobbing, Twilight hid her face in her pillow. As she heard her bedroom door’s latch click, her ears perked up and she stopped crying. She looked at the door just as Spike opened it, a worried expression on his scaly face.

“Twilight? Why are you crying?” Spike hesitantly asked.

“N-no reason, S-Spike, just a bi-it stressed,” she casually replied, trying to play it off.

“I don’t thin-” he started to say, but was interrupted by a loud bang and a small cry of pain on the bedroom window. With a sigh, Twilight wiped most of the tears from her face and looked towards the window. A second later, the window popped open and Rainbow hopped inside, rubbing a hoof on her sore head.

“Hey Twi, how did yo-” she started to say, but stopped as she saw Twilight’s tear-streaked face. “...Twilight, what’s the matter?”

Twilight really didn’t want to talk about her problems right now, especially in front of Spike, so she slid out of her bed and made it about halfway to the bathroom door when she was suddenly stopped by a cyan wing. She attempted to push past Rainbow’s wing, but the pegasus would have none of it.

“Twi, tell me what’s wrong. Please,” Rainbow begged, as she slowly lowered her wing.

“N-nothing is w-wrong, Rainbow,” Twilight haltingly said as she desperately tried to find an excuse. “I’m j-just stressed out, and I-”

Twilight was abruptly cut off as she felt a hoof press against her lips, and she jumped a little bit as Rainbow suddenly pulled her into an embrace with her wings.

“You’ve never been a good liar, Twilight,” Rainbow softly said with a small smile. “You’re upset, and I’m not leaving ‘til you tell me why.”

Feeling helpless and lost, Twilight finally gave in, and she started crying into Rainbow’s shoulder, tears falling freely as she cried in her friend’s comforting embrace. Rainbow held her close, comforting the sobbing unicorn as she cried, whispering sweet nothings in her ear.

Feeling awkward from the sappy display, Spike returned to his chores downstairs. After a few minutes, Twilight finally calmed down enough to stop the flow of tears.

“Twilight, please tell me what’s wrong,” Rainbow said, trying to coax the reluctant unicorn. “I want to help you, but I can’t if I don’t know what’s wrong.”

“I-I can’t...” she softly replied, sitting down and shaking her head. “I-I don’t want to.”

“Twilight, I can’t stand seeing you in pain. Please, if there is any way that I can help, let me! Please...”

Twilight heard the worry and pain in her friend’s voice. She glanced up and saw something completely unexpected; Rainbow was looking at her with a look of absolute care. Twilight quickly looked back down at her hooves. Of course they don’t know... How could they know I’m a failure? I don’t think I’ll ever be able to tell them... I don’t want to disappoint my friends.

Twilight was brought out of her thoughts when she felt Rainbow’s hoof pass through her unkempt mane. She looked up and saw Rainbow staring at her intently, mulling something over in her head. Without a word, Rainbow gently pushed her towards the bed and made her lay down on it. She quickly flew over to Twilight’s desk, picked up the hairbrush that was lying there, and flew back to the bed. She landed beside Twilight and laid down next to her, brushing her frazzled mane with the tender care of a mother.

“R-Rainbow...” Twilight haltingly said, surprised that Rainbow was tenderly brushing her mane. “Wh…what are you-?”

“Hush… Like I said, I’m not leaving until you tell me what’s wrong, and on top of that, if you aren’t going to care for yourself, I will.”

Twilight was about to argue, but chose to not respond as she found Rainbow’s ministrations to be quite soothing. She slightly relaxed as Rainbow kept brushing; slow, long, smooth strokes, getting rid of all of the knots throughout her mane.

When Rainbow was done brushing her mane, she moved down to her tail, slowly but surely bringing it back to its usual sleek and soft look. Just as Rainbow finished brushing her tail, she heard Twilight groan as her stomach rumbled loudly.

Rainbow giggled and hopped off the bed. “Wait here,” she said with a knowing smile. “I’ll be right back with some food.”

Rainbow placed the hairbrush back on the desk as she made her way out of the bedroom. She trotted downstairs and went into the kitchen, where she found Spike making a fresh batch of hay pancakes.

“Hey Spike! Those sure are a lot of pancakes for such a little dragon,” Rainbow said with a smile as she teased the young dragon.

“Hey Rainbow. These aren’t all just for me; I’m making some for you and Twilight!” He replied, chuckling at the look on her face.

“Oh, good; I thought I was gonna have to make her something, and you probably wouldn’t have had a house for much longer,” Rainbow jokingly said with an awkward laugh. Stupid…Come on, Rainbow; you can do better than that…a

Spike rolled his eyes at Rainbow’s pitiful attempt of a joke and piled two stacks of pancakes on a couple plates. He covered them in syrup and quickly handed them to Rainbow, who carefully balanced them on her back. “Say, Rainbow, what’s wrong with Twilight? She ok?”

“Oh, yeah, uhh… she’s fine! Thanks for the pancakes, Spike!” Rainbow said as she trotted out of the kitchen. She made her way back upstairs and into Twilight’s bedroom, and as she trotted inside, she said, “Hey Twi, Spike made some hay pancakes for us, so… uhhh…what are you doing?”

With a small squeak of surprise, Twilight quickly threw a framed picture into an open dresser drawer, slammed it shut with her magic, and hurriedly said, “Nothing, nothing!” She nervously trotted back over to her bed, hopped up on it, and said, “Well, what are you waiting for? Those pancakes aren’t going to eat themselves, and they smell delicious!” She sat there with an awkward smile plastered on her face, hoping that Rainbow wouldn’t press the issue.

With a small giggle and a shake of her mane, Rainbow trotted over to the bed and laid both plates down beside the unicorn, who eyed them hungrily. As she hopped onto the bed to join Twilight in a late dinner, Twilight’s stomach let out a particularly loud growl.

“What was that a picture of, Twi?” Rainbow asked as she started hungrily munching away at her stack of pancakes.

“Oh… nothing; just an old photograph that I like to look at from time to time,” Twilight simply answered with a casual flick of her mane.

Rainbow shrugged and continued eating her pancakes. Oh well, I guess she’ll tell me when she’s ready…

Sneaking a glance at the distracted unicorn, Rainbow suddenly got an idea. Making sure that she wasn’t looking, Rainbow silently rose into the air and landed behind Twilight. She slowly and sensually slid a wing tip down the unicorn’s spine, causing her to suddenly whip around and accidentally hit Rainbow’s exposed wing.

Rainbow winced as a sudden surge of pleasure coursed through her body, and she groaned in pleasure as the feelings cascaded over her, causing her to fall back on the bed.

Concerned that she had hurt her friend, Twilight hurriedly asked, “Oh no! Rainbow, are you ok?”

“Yeah, yeah, I’m fine,” Rainbow replied as she slowly got back to her hooves, “My wings are just... a little sensitive, is all.”

“I didn’t hurt it, did I?” Twilight asked, on the verge of crying.

“No! No, you didn’t; they’re just really sensitive. All pegasi have sensitive wings so that we can locate the updrafts and such as we fly.”

Twilight’s face melted in relief, “Is it common for all pegasi to have really sensitive wings like that?” Twilight asked, back to her naturally inquisitive self.

“No, not really. The doctor says my wings are a lot more sensitive than most.”

“Why would they be extra sensitive?” Twilight asked in confusion. “Oh! I think I have a book on pegasus anatomy.”

“Glad to see that you’re getting back to normal, egghead,” Rainbow giggled, making Twilight blush. Sweet Celestia, she is so adorable when she blushes… Ugh…what the hay is that smell? Leaning forward, Rainbow sniffed Twilight a couple times, and she reared back as a horrible smell filled her nostrils. Hopping off the bed, Rainbow covered her nose with a hoof and said with a giggle, “C’mon Twilight, you need a shower…badly.”

“What are you talking about? I smell fi-” Twilight paused as she turned and sniffed her coat. “Ah; it seems that I do.” She hopped off the bed and gave the pegasus a playful shove as she walked into the bathroom.

As the bathroom door clicked shut, Rainbow hopped back onto Twilight’s bed and laid down, making herself comfortable. As she slowly drifted off to sleep, she thought, Today has been good…very good…


In the bathroom, Twilight hopped in the shower and twisted the knob with her magic, allowing the warm water to cascade over her body. As the warm stream of water washed away all the dirt and grime from the past few days, she thought, Maybe...maybe I should just tell her. She just wants to help me, after all...

As she pondered whether or not to tell Rainbow of her situation, she grabbed the shampoo with her magic, stepped out from under the stream of water, and spread the cleansing liquid all over her body. But how would she react to it? I don’t want to lose her as a friend... She rubbed the shampoo all over her body with her magic until it covered every square inch of her, and then she stepped back under the stream of water, allowing it to wash away all of the soapy suds. Dash is my best friend AND the element of loyalty! She wouldn’t end her friendship with me; she isn’t that kind of pony.

Finally deciding to tell Rainbow everything, she twisted the knob to the side, halting the stream of water from the showerhead. She stepped out of the shower and levitated a towel to her side. Quickly drying herself off, she quietly opened the bathroom door and found Rainbow fast asleep on her bed. Well, there goes my chance at telling her…Oh well; I’ll just tell her in the morning…

Twilight grabbed the brush off of the bedside table where Rainbow had left it and brushed her mane and tail back to their usual sleek and soft state. A few minutes later of brushing, she put it back on the dresser and glanced at Dash. She’s kinda cute when she’s sleeping. She thought with a giggle. I’m still pretty tired, and there is enough room for two on the bed.

With a yawn, Twilight carefully climbed onto her bed, making sure to leave room in between her and Rainbow. She turned to face the sleeping pegasus and admired Rainbow’s natural beauty as she drifted off to sleep. She looks so beautiful… Tomorrow... Tomorrow, I’ll tell her...

Just as she was about to fall asleep and walk in the land of dreams, Twilight felt something extremely soft and warm cover her. Cracking open an eye, she saw that Rainbow had extended a wing and laid it over her. She sighed in contentment and quickly fell asleep, finally feeling safe and secure.

Confession of Depression

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Rainbow lay there, holding the purple unicorn she had fallen for so long ago, staring into the violet pools that were her eyes. She could see the love she had dreamt for within, giving her a rush of warmth. She squeezed Twilight slightly, relishing in her warmth. Rainbow closed her eyes and buried her muzzle into the purple mass of hair before her and inhaled the scent of jasmine, lightly buried by the scent of lilacs. Hugging her tighter, Rainbow nuzzled deeper, a smile on her face as she pressed further into the mane of her love, giggling lightly as the hairs tickled at her nose. She wrinkled her nose, bringing her hoof scratch at it.

Rainbow opened her eyes, a large yawn emerging from her mouth as she stared at the ceiling. After a moment of silent contemplation, she glanced down, her eyes widening and her mouth dropping as she took note of the mass of purple hair on her shoulder. Her mind reeled, her body acting without thinking. Rainbow leapt backwards toward the edge of the bed and her legs tangling in the covers causing her to fall to the floor with a dull thud. Most likely awakening Twilight.


Not again... She thought as she sighed I... I can’t think that... not yet...




Twilight bit her lower lip, she wanted to tell Rainbow; she really did but... She shook her head and let her shoulders slump. She had been crying most of the morning, only stopping when she had felt the cyan hooves pull her in close. It reminded her of her fillyhood, when her mother would hold her as she cried and confessed to wrong doings and the bullies.



When she felt the hooves shove against her though, it had brought up recent thoughts of her heart shattering failure, and she couldn’t hold it anymore. The tears started flowing rapidly down her muzzle and into the bed sheets.


“R-rainbow! A-are you alright?” She wiped her tears as she stuck her head over the edge of the bed to investigate the thud.


“Yeah... I’m fine”


As Rainbow glanced at her she turned herself from the magenta eyes so the tears streaming from her eyes wouldn’t show.


“Are you?” Rainbow asked gingerly.


“Y-yeah... I-I’m fine... J-just had a b-bad dream... I-I’m fine n-now...” Twilight replied, hoping that Rainbow wouldn’t pursue the question.


“Twi... You know I hate it when you lie... especially to me...” She said, sadness seeping into her features. “Please... Just tell me the truth...”


Twilight couldn’t hold it back any longer. She started crying softly, tears rolling down her muzzle, sobbing silently.


I-I would... But how would I tell her? What would her reaction be... What would she think of me...


Twilight felt a wing encase her, gently bringing her closer to the cyan mare that crept onto the bed. Rainbow nuzzled Twilight as she cried, slowly wrapping her other wing around her.


“Twi, please don’t cry.” She whispered, “You can tell me whenever you want. I promise it will help.”


Twilight sat there silently sobbing, trying to stop, but the memory of her visit was still fresh on her mind. Silently Twilight tried to crawl out of the pegasus’ embrace, but Rainbow squeezed tighter. Wiggling a bit more to get out, the embrace tightened more. Rainbow wouldn’t let go.


“Twi, don’t leave yet... I-I want to - No... I need to help you. I can’t stand seeing you like this. Please let me help...” She pleaded


“Dash... P-please let me go...” She begged. “I-I’m not... I’m not r-ready to tell you...”


Rainbow sighed, loosening her grip on the purple unicorn enough for her to wriggle free. Twilight started to make her way to the washroom, stemming the flow of tears that threatened to fall, but was stopped by a cyan wing.


“J-just promise me you’ll let me help you... When you’re ready?” Rainbow asked.


“I-I promise...”


Twilight walked into the washroom. Closing the door behind her, she cast a sound proofing spell and fell to the floor sobbing, the memories of what happened coursing through her mind.



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Twilight stared at the scene before her, looking at what had been done with a look of shock.


B-but, I haven’t done that since I was a filly! And it was never as bad as this! She thought with utter bewilderment.


She glanced around seeing the disapproving looks that were sent her way. Glancing up at the princess and seeing the same look reflected upon her face, she could only turn and run crying back to her room.


Rainbow sat on the bed and watched Twilight as she made her way to the washroom.


She’s really making me worry about her... She thought.


Rainbow waited for a long while, staring at the ceiling waiting for Twilight to return. Leaving the beds soft comfort, she made her way to the bathroom door knocking softly.


“Twi, are you alright?” She asked concerned.


When no response came, she decided to knock again.


“Twi?” She tried again but once again this elicited no response.


Twilight is really upset about this... She thought I want to see her smile again... Her perfect, beautiful smile...


Rainbow silently trotted to Twilight’s balcony and sat down looking up at the sky, allowing the breeze to ruffle her feathers.


I would do anything... She thought with a groan. If only she would give me a chance... I can’t help her if she won’t let me help!


Rainbow let her gaze fall to the wooden flooring that made up the balcony, allowing a tear to fall. Stamping her hoof in frustration she lay down on the wooden flooring.


I hate seeing her so upset... Why won’t she let me... She knows she can tell me anything... or does she? She thought, astonished.


S-she does know... doesn’t she?


Rainbow got back onto her hooves and trotted back into Twilight’s tree home and sat back upon the bed, waiting for Twilight to return. After waiting for what seemed like an eternity, Twilight opened the door to the bathroom, and stared at Rainbow.

“Dash... I have something I need to tell you...”