Chapter Two: Storm Clouds

“When my parents died, the government decided to send me to the orphanage in Cloudsdale. After all, it’s a Pegasus city, and it had a nice orphanage, so it made sense. But while I was living with my parents we lived alone in a little house in the middle of a wide, empty stretch of sky. I was homeschooled, and we only occasionally went to a nearby cloud town to do some shopping, so I didn’t meet other ponies very often. So of course when I was moved to Cloudsdale, I didn’t make very many friends. I was too shy.

“But over time, I slowly got used to it and was able to settle into my new life. The other kids were pretty nice, and our supervisor Ms. Snowpeak was very kind, so I was able to be pretty okay.

“But then, I made a mistake. I’ve known I was gay my whole life, but didn’t yet know about how other Pegasi felt about it. While I was in school I met another filly named Holly Wreath. She was really pretty; she had a strawberry-red mane and a beautiful white coat. Soon I began to get a huge crush on her. I didn’t know what to do about it, so I went to Ms. Snowpeak and asked her.

“‘Ms. Snowpeak,’ I said, ‘I have a question.’

“‘Oh?’ Ms. Snowpeak said. ‘What is it, Fluttershy?’

“‘Well, um,’ I said, ‘there’s this pony I know, and I really like her. What should I do?’

“I don’t think she understood the question. She thought I meant liking her as a friend, but I was so shy I don’t think she could tell the difference. If she did, I think she would have told me that letting Holly know was a… bad idea. Instead, Ms. Snowpeak smiled at me and said, ‘I think you should ask her to do something fun with you. You like ice cream; why don’t you ask her if she’d like to get some with you?’

“I knew what a date was, and I thought she was suggesting I ask Holly on one. ‘You really think I should?’ I said.

“Ms. Snowpeak chuckled. ‘Of course! I think you could really use a friend, Fluttershy.’

“I was too excited then to realize that she’d said ‘friend,’ not ‘girlfriend.’ I squealed happily and went to bed too excited to go to sleep.

“The next day, after school was over, I found Holly talking to some of her friends and went over to her. ‘Hi, Holly,’ I whispered, and she and her friends looked at me. ‘Hi, Fluttershy,’ she said. ‘What’s up?’

“I dug at the ground and hid behind my mane. ‘Umm, I was wondering,’ I said.

“‘Yes?’ Holly said.

“‘I was wondering, um… if you’d like to… to get some ice cream with me.’

“Holly smiled. ‘Yeah! That’d be awesome!’

“I blushed and squealed delightedly. When Holly saw that I was blushing, she stopped smiling. ‘Wait, do you mean, like, on a date?’

“I was confused. ‘Huh?’

“‘Do you want to get ice cream with me for a date?’

“I was even more confused. ‘Uh… yes,’ I said.

“Holly and her friends looked scared and backed away from me. ‘You… you mean you’re a fillyfooler?” One of her friends asked.

“I was a little worried. ‘Why are you walking away?’ I asked.

“‘Are you a fillyfooler?’ Holly asked.

“‘What is that?’ I said.

“‘IT MEANS THAT YOU LIKE GIRLS!’ Holly’s friend shouted at me.

“She scared me, and I stopped walking toward them. ‘Umm… yes…?’ I said, not knowing what was going on.

“The other fillies gasped, and they started to back away from me even faster. I started to walk towards them again, but Holly’s other friend shouted at me, ‘GET AWAY, FREAK!’ and they all galloped away.

“I sat there, stunned. I was so scared, and I had no idea what was going on. I started crying and ran back to the orphanage.

“When I got there I ran to Ms. Snowpeak, who was busy cooking dinner for us then. She looked at me and said, ‘Fluttershy, what’s wro-‘

“I buried my face in her legs before she could finish.

“She let me cry for a while, then she asked, ‘What happened, Fluttershy?’

“I said in between my sobs, ‘I asked Holly to get some ice cream with me, and she and her friends called me a freak and ran away from me…’

“Ms. Snowpeak was quiet for a while, then said, ‘Why did they run away? What else did they say to you?’

“‘They said I was a fillyfooler, and when I asked what that was they said it means I like girls.’

“She was quiet again, then she said, ‘Do you like girls, Fluttershy?’

“‘Yes,’ I said. I got scared then. ‘Do you think I’m a freak too?’

“‘Oh, no,’ Ms. Snowpeak said, stroking my mane. ‘No, it’s perfectly okay that you like girls. I just wish you clearly told me before you told Holly. A lot of the other kids… aren’t going to like it.’

“I was even more scared and confused. ‘Why not?’

“She had to think a bit before she said, ‘Because most fillies aren’t like that. There’s nothing wrong with it, but there are a lot of ponies who think there is, I’m afraid. It’s like if a filly or colt is from another country or they have two different-colored eyes. Other kids will bully and make fun of them because they’re different, and that scares them.’

“I was terrified at that point. ‘Other kids are going to bully me?!’ I said.

“She looked very sad and she took a deep breath. ‘Yes,’ she said. ‘Other kids are going to bully you.’

“I started crying again, but she knelt down and brushed my mane behind my ear. ‘But I’m going to stop as much of it as I can. If anyone does or says something mean to you, come and tell me and I’ll try and make sure whoever did it doesn’t do it again.’

“I sniffed and nodded. It didn’t help much, but it helped a little.

“I went to my room. Ms. Snowpeak said, ‘Do you want to have some dinner, Fluttershy?’

“I said, ‘No, thank you,’ and went to bed.

“Word spread quickly. When I went to school the next day, all the other kids were whispering and staring at me. I sat at my desk and hid behind my mane, but one of the fillies next to me poked me and said, ‘Hey, Fluttershy, it it true that you’re a fillyfooler?’

“I only squeaked in fear and put my hooves over my head. She asked again, ‘Well, are you?’

“I started crying as I whispered, “Yes.”

“My entire classroom gasped, and the filly next to me yelled, ‘Eww! Stay away from me!’ and jumped from her desk and shied away from me. The other kids started running away from me, too, and they started shouting things like, ‘Go away, freak!’

“I was bawling my eyes out until our teacher, Mrs. Sandstone entered and said, ‘What’s all this commotion about?!’

“One of the colts pointed at me and shouted, ‘She’s a fillyfooler! Fluttershy’s a fillyfooler!’

“‘What?’ Mrs. Sandstone said. ‘Why do you think that?’

“Another kid said, ‘She asked Holly out yesterday, and she told us all just now!’

“‘Yeah!’ all the other kids said, and they all started talking over each other while Mrs. Sandstone just sat there, not knowing what to do. After a while she just said, ‘Well, um… just… get back to your seats, everyone.’

“‘What?!’ one of the other fillies said. ‘I don’t wanna sit next to her!’

“Mrs. Sandstone said angrily to her, ‘Go back to your seat right now, Top Spin.’

“All the other kids went back to their seats, but the ones next to me leaned away the whole time. I cried a little more.

“The other kids bullied me viciously. I was tripped, pushed to the ground, made fun of, run away from, and called a freak all the time. Of course the kids didn’t do anything to me when the teachers were watching, and Ms. Snowpeak tried to talk to the principal and get him to put a stop to it, but the principal wasn’t a good Stallion. He said that my being gay was ‘unnatural’ and ‘disgusting,’ and that he hoped the other kids would beat it out of me. When Ms. Snowpeak tried to report him to the school board, he played innocent and said that all kids teased each other, and that it would be good for me and would toughen me up. Since the members of the school board were also Pegasi, they agreed with him.

“Ms. Snowpeak tried to get me a tutor, but most refused and the rest were too expensive. She tried to convince the government to transfer me to a Unicorn or Earth pony orphanage, but they said I needed to be around other Pegasi. She tried to get me adopted by a nice couple who would love me, but the ones who wouldn’t because I was gay wouldn’t because I was too shy and frightened.”

A few tears rolled down Fluttershy’s cheeks at this point. Twilight patiently let her take a few moments to let it out and dry her eyes before she continued.

“Ms. Snowpeak was amazing. I’m so grateful I had her- she was the only pony who was nice to me. She was my only friend.

“But I was still so, so very lonely. I always played by myself. Ms. Snowpeak didn’t let any of the other orphans be mean to me, but they always ignored me and avoided me. They would never talk to me. It was horrible. I would cry myself to sleep nearly every night.

“I was so relieved when my first summer vacation there began; I was out of school, and nopony was bullying me. They just ignored me. I was still lonely, but I was able to read and play by myself without anyone bothering me. I was absolutely terrified to go back to school, since I knew the bullying would start right back up again. I couldn’t sleep the night before school started- when I went the next morning, I was very tired but so anxious that I was startled by the smallest noise. When I got there, I was ready for the worst.

“But nopony bothered me that day. I waited and waited for somepony to push me to the ground or say something horrible to me, but nothing happened.

“I wondered why, and I noticed that all the other kids were whispering to each other. I wondered what they were talking about, so I found a group who were whispering together and listened to what they were saying.

“‘Hey,’ a filly said to the others, ‘Have you seen the new girl?’

“‘What new girl?’ a colt asked.

“‘Rainbow Dash, you dummy,’ said another colt.

“‘That’s her,’ the filly said.

“‘She’s the daughter of Rainbow Blaze, isn’t she? Didn’t he just retire?’ said the second colt.

“The first colt replied, ‘The Rainbow Blaze?! Like, the Captain of the Wonderbolts Rainbow Blaze?!’

“‘He’s not the Captain anymore, Strike! You’re such an idiot!’ said the other colt. ‘But yeah, she’s his daughter.’

“‘What’s she like?’ said Strike.

“The other colt smirked. ‘She’s actually kinda cute. And they say she was one of the best fliers at her old school in Canterlot, or even the best. She’s way cool.’

“‘Really?!’ Strike said. ‘I wanna meet her!’

“The filly’s face reddened and she said, ‘Yeah, I hate to burst your bubble, you two, but Rainbow Dash is a fillyfooler.’

“The boys’ jaws dropped. ‘She’s a fillyfooler?’ Strike said. ‘Like Fluttershy?’

“‘Yeah,’ the filly said. ‘And they say she’s a really big flirt, too. I heard that she’s said that she’s made out with all the prettiest girls in her old school, even the STRAIGHT ones.’

“The other colt smirked again. ‘I hope she’s not just all talk. That would be SO hot if she could really do that.’

“The filly gagged. ‘Eww, you’re gross!’ she said.

“‘Hey,’ Strike said. He pointed at me. ‘Fluttershy’s there!’

“The filly gasped and jumped back. ‘Eww, get away from me, you freak!’ she cried.

“The other colt made a creepy smile at me and said, ‘So you heard there’s another freak here. It’s a waste you two babes are queers, but you should at least make out and let us watch.’

“He laughed, Strike laughed with him, the filly huffed at me, and they all left.

“I was honestly too stunned to be hurt by what they said then. There was another fillyfooler at our school? A cute one who other kids liked? I really wanted to meet her. I was even a little excited at the idea of her being so charming she could kiss any girl she wanted, but then I realized that she seemed to only like the prettiest, most popular girls, and… decided she wouldn’t be interested in me. I didn’t think anypony would be interested in me. I was too shy, and too nervous. But I still wanted to meet her; maybe she would be my friend.

“I looked for this new girl for the rest of the day, but I never saw her. When school ended and we all went outside, I started walking to the orphanage, thinking I’d try to find her again the next day. But then I felt somepony touch my shoulder, and I squeaked and looked to see who it was. It was Rainbow Dash.

“For some reason I thought she’d be my age, but she was actually two years younger than me. But the other kids were right; she was really pretty. I could sit and stare into those big magenta eyes all day. I didn’t realize I was staring at her then, and she said, ‘Hey? Hey!’

“‘Huh?’ I said.

“‘You’re Fluttershy, right?’ she said.

“‘Oh,’ I said, and I hid behind my mane. ‘Y… yes…’ I said.

“Rainbow grinned. ‘Hey, you’re cute, Fluttershy,’ she said. She held up her hoof. ‘I’m Rainbow Dash,’ she said.

“I only squeaked back.

“Rainbow Dash looked a little worried. ‘What’s wrong?’ she said.

“Some of the other kids noticed that Rainbow Dash was talking to me then. Some boys whistled at us. ‘Oh, look, Fluttershy’s blushing!’ one of them said. Then they started chanting, ‘Hey, freaks! Kiss! Kiss! Kiss! Kiss!’

“Rainbow walked towards them. ‘I just might,’ she said. ‘She’s pretty cute.’ Then she got up in their faces and held up a fist. ‘But if you call us “freaks” again, I’m gonna feed you your teeth!’

“Most of the colts were older than me, and they were all bigger than Rainbow. But when she threatened them, they all looked like she scared them. Only one boy wasn’t, and he stepped forward. ‘Yeah, right, ya little shrimp,’ he said.

“The other boys backed away, saying, ‘Dude, don’t,’ but Rainbow smiled and said, ‘Oh, so you want a taste of this, do you?’

“The colt started laughing, then Rainbow gave him a mean right hook that sent him flat on his side. When he got up, he had a bloody nose. Rainbow said to the others, ‘Anypony else?’

“They all ran away, and Rainbow smirked and said, ‘Thought so.’

“I was gaping at her, and when she turned to me she said, ‘Don’t listen to them. They’re idiots.’

“‘You…’ I said. ‘You just…’


“‘You just… made them all run away!’

“Rainbow scoffed. ‘Those guys were wusses. I could’ve taken any of ’em, easy.’

“I was still stunned. ‘You… oh no, you’re gonna get in trouble! He’s going to tell his parents!’

“Rainbow smirked again. ‘Yeah, he’s gonna tell his folks he got beat up by a filly who’s way younger than him. Nah, he’s not gonna bother me again.’ She looked out after the other colts. ‘None of ’em are.’

“I gasped. ‘You mean… they’re really not going to call you a “freak” anymore?!’

“Rainbow laughed. ‘Are you kidding? In my last school, other Pegasi called me a freak all the time. My dad told me to pound ’em, then they wouldn’t ever call me a freak again. He was right. I did, and they didn’t.’

“She grinned at me. ‘So, you really are a fillyfooler too, huh?’

“I blushed again. ‘Um… yes,’ I said.

“‘You’re really hot when you blush,’ Rainbow said. She got close to my face. ‘So, do you wanna make out?’

“I was so surprised I looked right into her eyes. She was giving me a seductive look, and I could tell she really had kissed a lot of other girls. I had no idea what to do. ‘Umm… I…’ I said.

“Rainbow chuckled. ‘You haven’t been kissed before, huh?’ She leaned in closer. ‘You’re lucky then. I’m really good.’

“Before I could say anything, Rainbow pressed her lips against mine. I squealed in protest at first, but it was so wonderful I just started to kiss her back. After a while she opened her mouth and slid her tongue into mine, and she wasn’t lying. She was really good.

“When she pulled back, she kept smiling at me. ‘Want me to walk you home?’ she said.

“I smiled back and nodded enthusiastically. ‘That would be wonderful,’ I said. She walked me home, and I was grinning like a fool for the rest of the evening. I was still smiling when I went to bed.

“Rainbow became my best friend very quickly. I felt safe around her in a way I never had since I’d moved to Cloudsdale; a couple of other kids tripped me and pushed me after I’d met her, but then Rainbow floored them and after that nopony bothered me anymore. Although it’s not enough to redeem him, there’s one good thing I can say about our principal: when the kids Rainbow beat up told him, he told them to buck up and stop being sissies, so Rainbow never got in trouble.

“Rainbow and I were together all the time. We didn’t have much in common- Rainbow was thrill-seeking and athletic, and I was calm and unadventurous. But she walked me home every day, and we would visit each other in our homes almost every day. We started playing board games like checkers and battleclouds and reading comics because we both liked them, and we would tell each other stories about our lives before living in Cloudsdale.

“We also kept making out sometimes. But we weren’t girlfriends- I wasn’t the only girl Rainbow would make out with. She wasn’t quite as good a pick-up artist as I’d heard, but she was close, and she was every bit the heartbreaker they made her out to be.

“She told me that there were a lot of other fillyfoolers in our school, and she would point them out to me. When she found an especially pretty one, Rainbow would declare that she would have her wrapped around her hoof by the end of the day. She almost always succeeded; I could tell because they would guiltily look away from Rainbow when she smirked at them the next day.

“I was stunned, especially since some of the girls Rainbow targeted had called me a freak and tripped me like the others had. When I asked Rainbow how she knew they were gay too, she said, ‘It’s a skill you learn. If you want to get girls, you have to be able to tell if you even can.’

“‘But…’ I said, ‘some of them were some of the kids who bullied me. Why would they, if they’re fillyfoolers too?”

“Rainbow scoffed haughtily. ‘They’re chickens,’ she said. ‘They don’t have guts, like we do. They did it because they don’t want anypony thinking they’re the same. Hay, some do it because they don’t want to believe they are.’

“I looked away ashamedly. ‘I don’t have guts, either,’ I said. ‘When I told the other kids I’m a fillyfooler, I didn’t know they would hate me.’

“Rainbow didn’t say anything back. I knew it’s because she didn’t know what to say.

“To be honest, it really hurt that Rainbow was kissing other girls. I already really liked her, and wanted to be her exclusive girlfriend. But I was perfectly happy to have a little heartache to have Rainbow’s friendship and affection; after all, before her, I had none. I had no one.

“Rainbow’s dad and Ms. Snowpeak both knew about the… nature of our relationship. Ms. Snowpeak was pretty concerned for me, but she just told me to be careful but otherwise didn’t interfere. I think she let us do it because even though she knew I was hurting a little, she also knew how starved we were for any kind of affection, which hurt more.

“Rainbow’s dad more than approved- he cheered Rainbow on, telling her how awesome she was for being able to get so many pretty fillies. In fact, he must be where Rainbow got it from; when I visited their home, I would often see him with a Mare, and every time he had a different one. When I asked Rainbow about her mom, she said that her parents had a nasty divorce when she was a baby because her dad couldn’t keep his hooves off of other Mares. Rainbow didn’t know anything else about her mom, since her dad didn’t like talking about her.

“When Rainbow Dash went to flight camp, I went with her. Even though I hated flying, I couldn’t bear the thought of spending the whole summer without her. She kept protecting me and cheering me on, and my crush on her kept getting stronger. But the tipping point, I think, was when those colts were making fun of my flying ability and Rainbow raced them to defend me. After I fell, met my new animal friends, saw her rainboom, and got my cutie mark, I flew back up and told her that I got it, and she told me that she got hers, too. I realized that we’d helped each other get our cutie marks, and that she made me meet my animal friends. That’s when I fell completely in love with her, I think.

“We met Gilda while we were in flight camp. Like us, Gilda liked other girls, and like Pegasi Gryphons aren’t tolerant of that. But Gilda got it even worse than I did; while I’d been pushed, tripped, and called names, Gilda had been outright beaten. Eventually she couldn’t stand it anymore and she ran away, which was when we met her. She was even more scared and shy than I was, but Rainbow befriended her and protected her from the bullies who were mean to her, too.

“Rainbow’s relationship with Gilda was like the one we had. This hurt more than Rainbow kissing other fillies because she started spending less time with me. After all, Gilda had much more in common with her, so Rainbow started spending more time with her. But I was still her best friend, along with Gilda, and I also had my animal friends then, so I was still okay.

Fluttershy paused and took a deep breath before she continued. “When I was beginning to become a teenager, I started… I started to get curious about… about sex.” Fluttershy blushed and hid behind her mane as she pressed forward. “I… I started to find… dirty pictures in books, and… and I felt a little guilty to see them, but… but I started to steal them, and hide them in my room…” Fluttershy squealed anxiously, her entire face burning bright red. She sat silent for a few moments, recollecting herself. “I’m sorry,” she said.

“It’s alright,” Twilight said, her tone gentle and understanding. “Take your time.”

After a few more moments, Fluttershy inhaled deeply and kept going. “After a while, I started to fantasize about doing those things with other girls. Rainbow especially. I spent so many nights thinking about it, wanting to do it with her, but… I was scared to. I also thought that… Rainbow Dash would think I was too… um… ‘innocent’ for her, and she’d laugh at me for asking. So for a little more than a year, I kept it to myself.

“But then, just before Rainbow was a teenager, during one of my visits to her house, she nervously asked me to come to her room. While we were going upstairs her dad said, ‘Good luck, Dash! Have fun!’ and I wondered what he was talking about. But I followed Rainbow to her room anyway.

“When we were in, she shut the door, which I’ve never seen her do before. I was wondering what was going on while she sat down across from me. I sat down too, and she just kind of looked down and played with her hooves a little. I was getting a little nervous, so I said, ‘What is it, Rainbow?’

“She started blushing and she said, ‘Umm, well…’

“After some awkward silence, she looked up at me and said, ‘Hey, uh… Fluttershy. Do you… do you wanna… um… do it?’

“She flinched a little after she said that, and I was a little confused. ‘Huh?’ I said. ‘Do what?’

“Rainbow looked even more nervous. ‘Um, you know…’ She nodded at the bed. ‘Sleep with me.’

“I said, ‘Sleep wi-‘ then I gasped, realizing what she meant. I stuttered, ‘You… y-you mean…’

“Rainbow smiled anxiously. ‘Yeah,’ she said.

“We both sat there without saying anything for a while, then Rainbow said, ‘You don’t have to if you don’t want to.’

“I could only say, ‘W… w-why?’

“Rainbow looked up surprisedly. ‘”Why?” What do you mean, “why”?!’

“I backed up a little. ‘Um… why… why would you want to… to sleep with me?’ I said.

“Rainbow stared at me. ‘You’re joking, right?’ she said.

“I stared back at her, then shook my head. Rainbow scoffed. ‘Are you kidding? Because you’re really hot.’

“I sadly looked away. ‘It’s alright, Rainbow,’ I said. ‘You don’t have to say that. You don’t have to do this. I’m okay with just being your friend.’

“‘I mean it,’ Rainbow said. She walked up to me, put her hoof on my shoulder, and looked me straight in the eyes. ‘You really are, Fluttershy. You’re the hottest Mare I know.’

“I said, ‘You don’t have to-‘

“‘I’m serious. I wouldn’t make out with you if you weren’t. Rainbow Dash is way too awesome for girls who aren’t in her league.’ She grinned. ‘You’re really fun to make out with, Flutters. I think it’d be even more fun if we took it to the next level. I really do want to.’

“She stepped back, looked away, and rubbed her foreleg. ‘Do… do you want to, though?’

“I thought about it for a moment, then answered her by smiling, walking over to her bed, hopping onto it, and beckoning her on. She was surprised at first, but then she grinned excitedly and jumped on, then stood over me and kissed me. When she stopped, she blushed embarrassedly and said, ‘I’m sorry if I’m not very good. I… haven’t really done this before…’

“I was a little surprised. I thought that since Rainbow had kissed so many girls, she must have already slept with someone before. But I was very honored to be her first. I stroked her face and said, ‘It’s okay. I don’t mind.’

“Rainbow smiled and kissed me again.”

Fluttershy closed her eyes, smiled, and hummed softly to herself, fondly remembering that night. After a moment, Twilight cleared her throat, and Fluttershy opened her eyes. “Oh,” she said, blushing. “Sorry.”

“Anyway, after that we spent most nights together. We usually used her room, since I bunked with other girls in the orphanage, but sometimes we would camp on the ground or rent a hotel room for a celebration, like on one of our birthdays or Hearth’s Warming Eve.” Fluttershy giggled. “A few times we even used small clouds in the middle of empty skies. We would watch the stars together afterward. It was the most romantic, wonderful thing ever.

“Not long after our first time Rainbow of course started sleeping with Gilda, too. Of course, this made the pain even worse, but my nights with Rainbow were the best of my life, so I put up with it. Gilda started being antagonistic towards me, and I could tell she was jealous of me, too. But she never went all the way and pressured me to stop, since she knew that would cost her her friendship with Rainbow. So I was able to enjoy myself, but there was always tension between Gilda and me. Rainbow also started having one-night stands with other girls, so between that and her relationship with Gilda I also endured a lot of heartache.

“But there was always the ever-looming fact that all three of us were still soul-crushingly lonely. Rainbow and I desperately tried to fulfill all of our emotional needs with each other, but we never could. We needed more acceptance. We needed more friends.

“One night, while I was lying on a cloud under the stars with Rainbow, and we were about to go to sleep, she said, ‘Hey, Flutters.’

“‘Yes, Rainbow?’ I said.

“‘Are you… still lonely?’

“I snuggled against her. ‘Not now,’ I said.

“‘Yeah,’ Rainbow said, ‘but… don’t you wish other ponies didn’t avoid us all the time? Don’t you wish you had other friends besides me and Ms. Snowpeak?’

“I frowned sadly. ‘Yes,’ I said. ‘I wish for that every day.’

“Rainbow ran her hoof through my mane, thinking. ‘Let’s get out of here,’ she at last said.

“I looked up. ‘What?’

“‘You, me, and Gilda,’ Rainbow said. ‘Let’s ditch this place and go somewhere else. Somewhere nopony knows about us, where we can have other friends. I’m sick of being stuck here. Let’s leave tomorrow.’

“I was a little worried. ‘Are you sure, Rainbow?’ I said. ‘You love Cloudsdale.’

“Rainbow cringed. ‘Yeah. But… I just can’t take it anymore, Fluttershy.’

“‘But where will we go?’

“Rainbow thought for a second, then smiled. ‘Ponyville. It’s not far from Canterlot, so I’ll be able to watch the Wonderbolts. It’s little, so houses should be cheap, and it’s not even close to as bad as it is here. If anypony there finds out about us, I’m sure at least some of any friends we’d make would stay our friends.’

“She pulled me in closer. ‘What do you say, Flutters? Wanna go to Ponyville tomorrow?’

“I thought about it a little, then nodded and smiled at her. ‘Yes. Let’s do it.’

“The next morning, we both went to our homes, packed up our belongings, and got our savings of bits. Rainbow said goodbye to her dad, and told him she would visit him often. At the same time I said goodbye to Ms. Snowpeak. I thought she would be worried, but as it turned out she was quite happy for me. She said she hoped I would make lots of new friends in Ponyville, and that she knew I would be able to make it on my own. I started crying, gave her one last hug, and then went to Gilda’s to meet Rainbow.

“When I got to Gilda’s, Rainbow was sitting on the steps all by herself. She looked really sad. When I asked her what happened, she said that when she asked Gilda to come with us Gilda called her a spineless weasel for leaving Cloudsdale. Her friendship with Gilda was very damaged. When we left, Rainbow was trying really hard not to cry.

“When we got to Ponyville, the first pony we met was Pinkie Pie. As you know, she makes it her personal duty to welcome and befriend every new resident of Ponyville, and we were no exception. She threw a huge party for us, and made us feel welcome in a way we never had before. She helped us move in and wanted to know everything about us. When she asked why we were moving to Ponyville, we told her it was because we were lonely in Cloudsdale, and had only each other as friends. At that instant, Pinkie declared that she would be the best friend we ever had. And she was.

“When we first came, we started by renting one of Mr. and Mrs. Cake’s rooms. We lived there together for a while, but we made it perfectly clear to everyone that we weren’t girlfriends; it was just for financial reasons. But we were still… erm, ‘friends with benefits’ while Rainbow looked for a job and I established myself as a vet. Rainbow got an offer to be a weather-Pegasus, and ponies started to bring their pets to me. When we got enough money, we both got our own houses and moved into them.

“We kept sleeping together for a while, but Pinkie started including us in her circle of other best friends, and then we started to do it less and less. It made sense, I suppose; we weren’t so lonely anymore. I think Rarity and Applejack are wonderful friends, and I feel so lucky to have them. Rarity especially; when I started going to the spa with her, she noticed that I would stare at her. I thought she might be mad, but she was just flattered. She also promised to keep it secret that I’m gay and like all of you-”

Fluttershy blushed, squeaked, and placed her hooves over her mouth. She anxiously watched Twilight, anticipating some sort of negative reaction, but Twilight only smiled and said, “It’s alright, Fluttershy. I’m flattered and think you’re very pretty, too.”

Fluttershy sighed in relief, then said, “I must be more careful about what I say. Well, anyway, so eventually Rainbow and I drifted apart and stopped sleeping together. She’s better friends with Applejack and Pinkie than she is with me now, so that makes sense too. I’m sure she still likes having fun sometimes, but she probably just picks up other Mares in bars like she did in Cloudsdale. It still hurts, though. I want to spend more nights with her, but I want us to be serious. I love her, Twilight, but she doesn’t want what I want. I’m fine with just being her friend, and nothing more. If I tell her I love her and want to be more, maybe she won’t want to be my friend anymore. I’m not going to risk that.”

Twilight and Fluttershy sat silently. After a few moments Twilight said, “Wow. That’s… some story.”

Fluttershy tiredly nodded.

Owlowiscious hooted again, and Twilight sighed. “Fluttershy, you need to tell her.”

Fluttershy looked up in shock. “What?”

“You need to tell Rainbow Dash how you feel.”

Fluttershy gaped at Twilight. “But… but-”

“I know you’re worried you’ll lose her friendship, but bottling your feelings in like this is only going to keep hurting you. You have to tell Rainbow, or it’s only going to keep getting worse.”

Fluttershy started crying. “But… what if she really doesn’t want to be my friend anymore?”

Twilight frowned sternly. “Then she’s an awful friend and doesn’t deserve you. After all, she hasn’t exactly been careful with your emotions. She should deal with the consequences of her irresponsibility.”

“Irresponsibility? But I agreed to sleep with her! It’s not her fault!”

Twilight groaned. “Having sex wasn’t exactly very smart of either of you. But Rainbow was very, very reckless. She had a physical relationship with you and Gilda, all while having one-night stands with other girls. It was frankly stupid of her to not see that she was hurting both of you.”

Twilight gave a very serious look to Fluttershy. “You need to tell Rainbow Dash, Fluttershy. Not just so she knows how you really feel about her, but she also needs to know what she’s done to you. She can’t keep doing this. She’s going to just keep hurting more girls unless somepony shows her why she needs to stop.”

Fluttershy stared at Twilight a while longer, then closed her eyes and started crying again.

Twilight sighed and looked at the clock. Eleven thirty-eight. She levitated her and Fluttershy’s now-empty mugs over to the sink, then said, “Don’t worry, though. Your secret’s safe with me. But I’m going to talk to Rainbow Dash tomorrow.”

Fluttershy’s eyes shot open. “What? No! You can’t!”

“I’m not going to tell her about you,” Twilight said. “I’m just going to see if I can do anything about her. Maybe I’ll also be able to find out if you confessing to her will really jeopardize your friendship.”

Twilight scaled the stairs to her bed, climbed in, and called down, “If you like, you can sleep on the couch tonight. Good night, Fluttershy.” Twilight magically extinguished the library’s lights, then she immediately fell asleep.

Fluttershy stared up at Twilight for a while. Then she sighed, trotted over to the couch, climbed on, and fell asleep as well.

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