A/N: yey! This is my first time writing for MLP! This is very exciting...

Somewhere Over The Rainbow

I lie on the bed of clouds, almost nervous I'll fall through.

You're a pegasus Fluttershy, I remind myself nervously. You can walk on clouds, you've done it before.

Maybe the nerves are more from what I'm doing on the clouds than anything else.

I peer through a small hole in the cloud I'd dug with my hoof, at the girl below in the sky.

Beauty, like a rainbow piercing and cutting through the sky gracefully. Her gorgeous rainbow mane flowing behind her.

She comes here every Sunday afternoon to practice her flight tricks alone.

At least, she thinks she's alone.

I fly up to the clouds above Rainbow Dash, almost every Sunday. I lie and I watch her, because I find the way her hair flows through the wind as she moves to be stunning.

I feel guilty, when I follow Rainbow Dash from above.

I guess you could say I'm always somewhere over the rainbow.

The nagging guilt doesn't leave though, almost as if it's eating me alive. That awful awful feeling I get that makes me want to crawl away to my house whenever Rainbow approaches me. That feeling that causes my hooves to sweat and my yellow cheeks to turn bright red.

Because maybe I've kinda sort of kind of maybe fallen in love with Rainbow Dash.

I scold myself internally for even thinking the words. I can't love Rainbow Dash! She's one of my best friends!

Rainbow Dash. That name means so much in my world. She was like that one pocket of safety I could trust. The other fillies at school would tease me mercilessly.. I was the outcast. The filly who would never fly, talk, and barely could walk on a cloud.

Everyday in flight camp I'd find at least one mean note on my back that would say "Go to the ground Clutzershy where you belong!" or "Dumb Earth pony grew wings!"

One day, the notes stopped appearing, and I had no idea why. I didn't find out until one day when two young colts were making fun of me for failing yet another flying activity. I ran inside the camp building and into a small closet to eat my lunch.

I heard a knock on the door when a young filly with a rainbow mane entered the closet. With no explanation, she closed the door, hard, an annoyed look on her face. She frowned upon seeing my sad expression, siting down next to me.

"Hey Fluttershy," She said. It was the first time she'd ever spoken to me, yet it sounded like we were best friends. "Sorry those guys out there gave you a hard time. I guess the rainbow juice threat wasn't enough for them," She heaved a sigh.

"What?" I asked softly, giving her a confused look.

"I told the foals being brats to you that if they said or did anything awful to you again I'd make them drink a tub of rainbow juice," She laughed cleverly. "I guess they think my name makes me lord of rainbows or something!"

"But.. Why?" I asked, using a lock of my pink mane to hide behind as I glanced at the girl almost gratefully.

Rainbow shrugged. "'Cause, they were being jerks, and you're cool," She explained, giving me a smile.

Cool? Nopony had ever called me cool before.

I couldn't help but smile at Rainbow Dash. She had already done so much for me without me even knowing.

We've been best friends ever since then, but as our friendship grew, there was a tiny, guilty part of me that wished it was something more.

I feel a tear hanging on to the bottom of my eye. A tear of frustration, anger, and sadness. I let it fall to the cloud, soaking through.

"What?" A confused voice says from below. "It's not supposed to rain until Monday."

I freeze, my eyes widening nervously as I hear the buzzing of Rainbow's wings as she shoots upwards, emerging from the clouds.

She lands, looking at me, confused. "Fluttershy? What are you doing here?" She asks me.

I hide behind my hair, beyond terrified. I feel tears appearing in my eyes. How am I going to get out of this?

"I- I umm.. Oh Rainbow I'm sorry.. I didn't mean to spy on you practicing but-"

"Wait hold on, you were spying on me?" Rainbow asks, quizzically. "Why?" She says, perplexed.

Ugh! Why did I say that!? I kick the cloud, angry at my mistake.

"Umm.. I guess maybe, I think you look really pretty flying.. And I.. I umm," I look down, blushing immensely. I tell myself to shut up but my mouth doesn't listen. "I guess.. Maybe... I- I"

"Spit it out Fluttershy!" Rainbow coaxes, irritated by my stalling.

"I.. I kind of like you," I whisper quietly, knowing too well rainbow heard everything.

I look up, my heart pounding in a terrified fashion.

To my immense surprise, Rainbow Dash is grinning. "Really?" She says, her tone happy and surprised. "Rarity said I didn't have a chance with you! What does she know!?" Rainbow laughs almost gleefully.

I look down at the clouds, nervous as Rainbow steps closer.

"I like you too Fluttershy," She whispers quietly.

I like you too Fluttershy.

I like you too Fluttershy.

The words echo through my mind over and over again until the only thought I'm having is the image of the Rainbow haired mare in front of me as I lean forward and our lips meet.

I feel free, blissful, and loved.

A happy wave surges though me when I realize, I'll never be over the Rainbow again, because Rainbow will be with me.