Disclaimer: I do not own My Little Pony. This has mature content and if you are under 18 or offended, then leave and don't come back, otherwise enjoy!

Chapter one: Friendship is harmony.

It's been a year since Twilight-Sparkle was ordered to come to Ponyville. She was pretty much forced to make friends with the pony's in Ponyville. Which she doesn't mind in the least, at least she doesn't mind now. The first month or so, she held a grudge against the princess. The first reason was because she didn't believe her when she warned about Nightmare Moon returning. Which she soon forgot about that grudge when Nightmare-moon was returned to good by the powers of harmony. The second and the worse reason, was because she didn't like the manor that she made her closest friends. Twilight didn't see it right that she made friends under false pretenses. The way she saw it, she was forced into friendship's. Looking back on it though, she would never take it back, so it was soon forgiven. Twilight was still required to stay in Ponyville, learning about the meaning of friendship. One thing that Twilight feared though, was if Celestia decided she learned enough and wanted her back at the palace to learn more spells. She would have to leave her friends.

It was the start of Autumn and once more Ponyville was holding the running of the leaves race. Which last year Twilight had won fifth place. Apple-Jack and Rainbow-Dash came in dead last because they were cheating and bickering the entire time. This year however, Rainbow-Dash wasn't entering. Apple-Jack was entering along side Twilight. What surprised the two was that Flutter-shy also joined in this time. Tomorrow was the running of the leaves and so the three decided on a sleep over so they could rest before the big race. Apple-Jack did have a different view on the subject and wanted to practice the whole time. Twilight had said that the best thing to do was to rest the day before so you wouldn't be tired. Seeing that Twilight had beaten them last year, she wasn't going risk not taking her advice.

In the Apple family Orchard:

Apple-Jack had prepared her bag with what she needed for the night. Toothbrush, Hairbrush, her usual straw hat, and her pajamas. Apple-Jack remembered the last time she had attended a so called sleep over. Last time it was with Rarity and Twilight. Rarity and herself had been caught in the rain and had sought refuge at Twilight's house. They were forced to stay the night. Half the night was horrible because she had been fighting with Rarity because she wouldn't get her hooves dirty and wanted everything perfect. They soon had to work together to get a giant tree out of Twilight's home that had fallen because of Apple-Jack. If she had listened to Rarity's perfectionist attitude, the tree wouldn't had fallen into Twilight's home. Which with her help, they fixed the problem and the rest of the night went well.

Apple-Jack just hoped that tonight would be less disastrous. Apple-Jack saw the library come into view and she started to tap her hoof on the door. Soon enough the door open to a little purple dragon, "Hey AJ"

"Howdy Spike, Where's ta girls at?"

"Flutter-shy hasn't arrived and Twilight went out for snacks for you two." Explained Spike.

"What'll ya be doin tonight Spike?" Apple-Jack questioned trying not to be rude, but also wanting the night to be girls only.

"Since Flutter-shy is staying here, I'm staying at her house to look over the animals." replied the little purple dragon.

"How mighty nice of ya, Spike." Apple-Jack complimented.

"Awww, it's nothing. I just figured you girls would like to be alone." Spike smiled.

"Hi Apple-Jack..." A pony said from behind her in a very hushed voice.

"Oh hey Flutter-shy." Apple-Jack greeted.

"Flutter-shy, I'm going to go on to your house, see you girls tomorrow." Spike waved as he left with his own bag and his blanky.

The two girls went into the library, otherwise known as Twilight's house and laid their things down in the middle of the floor.

"So Flutter-shy, when ya reckon Twilight be back?"

"I don't know, but if you don't want to wait... I suppose we could... play a game... that is if you... don't mind?" Flutter-shy asked in her usual shy way, in fear of offending any pony in any way.

"I s'pose we could play sum. I haven't the faintest idea of what though."

"Twilight told me where some board games are, or we could play twenty questions, or..." Flutter-shy became slightly energetic from the idea of playing with Apple-Jack.

"Whoa, hold yer fillies. What is Twenty questions?" Apple-Jack asked in her normal southern accent.

"We just go back and forth asking questions and find out more about one another. There are different ways of playing. We could just play to find out more about each other, or we can try lying and if the other catches you, you can dare them to do something." Flutter-shy said in a subtle tone.

"That sounds mighty interesting, let's try us a hoof of that game." Apple-Jack smiled.

"With the lying rule, or no?" asked a bashful Flutter-shy.

"With it, I'm a mighty fine white liar when I want'a be." Admitted Apple-Jack.

"Ok, do you want to start?" Flutter-shy asked.

"I s'pose I will." Apple-Jack said as she touched her hoof to her chin as she thought for a moment, then a question came to mind, "Flutter-shy, you ever get lonely in tat cottage of yer's with only those animals to keep ya comp'ny?"

"I do sometimes, I love my animals... but... they don't have too big... a vocabulary..." Flutter-shy stated as she stared down to the floor running her left hoof in a small circle on the floor.

"M'kay Surgarcube, it's yer turn." Apple-Jack smiled friendly to her shy friend.

"Mmm... Apple-Jack... What is your favorite color..."

"What kind'a question is that, can'ya not think of any better ones?" Apple-Jack asked with a playful laugh.

"Well... another did... pop into my mind... I didn't think it was polite to ask though..." Flutter-shy blushed as she lowered her head like she was going to get scorned.

"Go ahead sugarcube, I ain't gonna get mad at'cha." Apple-Jack stated now curious.

"Ok... Apple-Jack have... you ever had... a crush on another girl? Flutter-shy's face was a furious shade of red.

Apple-Jack blushed herself. She never expected a girl like Flutter-shy to asked something so personal. She always thought she would be too shy too. Which is why she thought she could win this game. Apple-Jack decided to try the lying part of the game, "No... I can't say I have..."

"You... are lying..." Flutter-shy said in a low tone afraid of making Apple-Jack mad by calling her bluff.

Apple-Jack wasn't sure whether to cheat at the game and say she was telling the truth, or just to admit to it. Apple-Jack did have a crush, she was never going to act on her crush though. Flutter-shy was her friend, she must not have a problem with girls liking other girls if she asked such a question.

"Yes... I do Flutter-shy..." This time it was Apple-Jack that lowered her head with a furious blush as if she was gonna get scorned.

"Really!..." Flutter-shy got really hyper for a second before she caught her outburst, "I... Do too..."

"Wait... And who might that be?" Apple-Jack asked curiously.

"I... I'd rather not say..." Flutter-shy backed away.

"You know tha game Flutter-shy." Apple-Jack said trying to get Flutter-shy to spit it out, "You can't ask such a question without consequence."

Flutter-shy stopped backing away and fell silent for a moment. She knew Apple-Jack was right. She can't just ask others of something like that and expect them not to want to know the same, "R... Rai..."

"Sorry Sugarcube, I can't hear ya." Apple-Jack directed her ear at Flutter-shy.

Flutter-shy couldn't seem to spit it out, and when she did, it was so quiet that Apple-Jack couldn't hear.

"Sugarcube?" Apple-Jack asked worriedly, "It's ok... if it bother's ya that much..."

"RAINBOW-DASH!" Flutter-shy yelled out in a short burst of courage.

Apple-Jack gritted her teeth and cringed at the sudden loudness right in her ear. Which shock also went through her body because it just so happened that Rainbow-dash was her secret crush also.

"What about Rainbow-dash?" Twilight asked as she walked through the door.

"I... I... I..." Flutter-shy turned crimson red as she tried to hide behind Apple-Jack.

"We... was just'a talking 'bout all the pranks Rainbow-dash had pulled this year, Yeah that's it." Apple-Jack said as a drop of sweat dropped from her forehead.

"Yeah... she just pranked me earlier. I bought this food and when I left, Rainbow-dash broke a rain cloud right on my head making the bad wet and it ripped. Making me have to pick up all the food." Twilight ranted.

"Hehe... Mighty good jokester huh Twi?" Apple-Jack sighed in relief in the back of her mind.

"Th... Thanks Apple-Jack..." Flutter-shy whispered to Apple-Jack.

"No problem Sugarcube." Apple-Jack replied.

Twilight sat her bag of food down on the table and then turned to the girls, "I thought that this time I wouldn't go by the sleepover book. So we can do whatever you girls like."

"How's 'bout we get in our jammy's first?" Apple-Jack offered.

"Sounds good." Twilight smiled, "Flutter-shy, what do you want to do after that?"

"I... …" Flutter-shy was cut off as a growl emanated from her stomach.

"Then dinner it is. I brought stuff for s'mores. I also brought more filling food just in case." Twilight stated as she used her magic to pull the s'more ingredients out of the bag.

They began awkwardly making s'mores and had to teach Flutter-shy what went where. The sun was hiding behind the mountains that out-skirted the evergreen forest. You could see a rainbow dart across the sky letting the girls know that Rainbow-dash was out clearing the night sky of the clouds.

"I thought we could all have a make-over. I even brought my personal make-up." Twilight-Sparkle said excitedly.

"Whatever you want Sugarcube." Apple-Jack answered.

Twilight started pulling makeup out of her bag and Apple-Jack noticed that Flutter-shy was looking out the window at the rainbow that would dart across the sky.

"You ok Flutter?" Apple-Jack asked with concern.

"I..." Flutter-shy adverted her gaze with embarrassment.

"Flutter-shy, you ok? You look a little red." Twilight asked as she laid down the makeup.

"Yeah... I'm fine..." Flutter-shy stated.

"Who wants to go first then?" Twilight asked.

"I reckon I will." Apple-Jack offered.

Twilight motioned for Flutter-shy to join in and they started on Apple-Jack. Half an hour later, all three girls were all plastered with makeup. Apple-Jack walked to the mirror and blushed at what she saw. She was... beautiful. She had always considered herself a work horse. She didn't much care if she was beautiful or not. That was until Rainbow-dash was around. Rainbow-dash was instantly on her mind and she could just imagine herself looking into Rainbow-dash's scarlet eyes as the cyan Pegasus told her how beautiful she was with makeup on.

"Earth to Apple-Jack..." Twilight called out.

"Oh... um... I sure is sorry Twi... I just drifted off for a minute." Apple-Jack lied.

"I guess that means bed time. I prepared a bed across from mine." Twilight stated as she turned out the lights and headed upstairs.

Apple-Jack and Flutter-shy followed as Twilight crawled into her own bed. Flutter-shy and Apple-Jack crawled into the bed next to each other in the other bed.

"Good night girls, don't let nightmare-moon bite tonight." Twilight giggled at herself.

"Goodnight Twilight." Both girls replied.

All fell silent and Apple-Jack laid there gazing out the window. That is until she heard Flutter-shy whispering her name. Apple-Jack rolled over and was face to face with Flutter-shy.

"I... never got to know... who your crush... was..." Flutter-shy whispered trying not to wake Twilight if she was asleep.

"I..." Apple-Jack looked at the innocent Flutter-shy and didn't much have the heart to say that her crush was also Rainbow-dash, "You... don't know her..." Apple-Jack lied.

"Oh... I hope you can tell her how you feel one day..." Flutter-shy whispered as she curled up to Apple-Jack.

"... Me... Me too..."

Apple-Jack sighed as she stared up at the ceiling for the longest time. She had went so long without confrontation with her feelings for Rainbow-dash. Now because of Flutter-shy, she once again couldn't get Rainbow-dash out of her mind. Sleep soon fell over Apple-Jack before she even knew it.

Apple-Jack Dream Mode:

Apple-Jack looked around and immediately recognized where she was. She was at the Grand-Galloping-Gala. She was in a cowgirl-style dress and she could tell that Rarity was behind it's design. She wadded through the crowd of party-goers and then the lights dimmed. Subtle slow dancing music started to play and she suddenly felt a tap on her shoulder. She turned around and her heart skipped at what she saw. Rainbow-dash was in a dashing rainbow tux. Rainbow-dash's hoof was extended wanting Apple-Jack to place her hoof in her own. Apple-Jack didn't know why she did, but she slowly placed her hoof into Rainbow-dash's and was immediately brought up onto both hind legs. Rainbow-dash led Apple-Jack's hoof to her hip and gripped the other firmly in her hoof as they began to dance. Apple-Jack didn't know how to dance, but surprisingly she didn't miss a beat. Her gaze was frozen on Rainbow-dash's scarlet eyes. The song slowly came to a stop and so did their dancing. Apple-Jack's heart was skipping as Rainbow-dash's lips were coming closer and closer to hers.

Apple-jack was disappointed when Rainbow-dash was jerked away.

"Flutter-shy?" Apple-Jack questioned.

Flutter-shy had grabbed hold of Rainbow-dash and was now pulling her out of the building. Apple-Jack tried running after but they just seemed to be getting farther away.

Apple-Jack jolted up out of bed covered in sweat, her heart racing and tears rolling from her eyes. She couldn't believe what she had just dreamt. What surprised her more, was she was missing Rainbow-dash more than ever now. Apple-Jack remembered the part where Flutter-shy was pulling Rainbow-dash away. She looked to the sleeping Flutter-shy that was curled up next to her. Apple-Jack knew better than to let a dream make her mad at Flutter-shy because of something like jealousy. She slowly calmed down and her heart skipped as she heard someone talk to her.

"You ok Apple-Jack?" Twilight asked.

"Can... I talk to you... somewhere more private?" Apple-Jack asked.

Apple-Jack needed someone to talk too. She trusted Twilight and knew she could probably help. The two went down stairs and Twilight lit a couple candles.

"What's on your mind, Apple-Jack?"

"Flu... Flutter-shy told me... she has a crush on... some-pony... and I have... the same crush." Apple-Jack lowered her head, "I just don't understand what to do, I'm more confused than a cat wit bags tied around it's feet."

"If I were you, I would just tell Flutter-shy that." Twilight came straight out and stated.

"How could I? You know yer'self that Flutter-shy would be heartbroken... I can't do that to her..., and I know Rainbow-Dash wouldn't want us fighting over..." Apple-Jack paused as she caught what she had just said.

"Wait... You and Flutter-shy have a crush on Rainbow-dash? But... she's a girl!" stated Twilight in utmost shock.

"Please don't tell anyone I'a told her, Sugarcube. I'm not even quite sure of mah feelin's yet..." Apple-Jack pointed out with worry on her face.

"Don't worry Apple-Jack... I can keep a secret, but... how long have you had a crush on her?"

"As long... as I can remember..." Apple-Jack admitted, "But I have been able to push away my feelings, and now I can't stop thinking about her since Flutter-shy admitted her feelings..." sighed a hopeless Apple-Jack.

"I'm sorry... I'm usually more help, but I just don't know what to do in this case..." Admitted Twilight.

Apple-Jack sighed, "That's ok, Sugarcube. I reckon I outta just go to bed for now... Big race and all..."

"Good idea, and if anything you could just wait and see what happens. I'm just worried that Flutter-shy will admit her feelings to Rainbow-dash and then you wont ever have your chance to tell her about your feelings... Then again Flutter-shy would have to go without... AHHhhh... I don't know what to do..." Twilight lowered her head in sadness for her friends.

"Surgarcube... just dont'cha worry. Everything will be ok." Apple-Jack lied.

"Ok... let's get to bed..." Twilight said heading up the stairs.

"I hope..." Apple-Jack whispered to herself as she followed Twilight up the stairs.

Surprisingly it didn't take long for Apple-Jack and Twilight to fall asleep. Luckily Apple-Jack didn't have anymore dreams that night either. All that was left was to rest up for the upcoming running of the leaves.

Author's notes: (Warning: what happens in author's notes is just for comedy, it's not part of the story.)

Dairu: I hope every-pony liked the first chapter of My Little Pony: Friendship isn't always enough.

Twilight: So what is going to happen between Apple-Jack, Flutter-shy, and Rainbow-dash?

Flutter-shy: You... told her? (Tears started welling up into Flutter-shy's eyes.)

Apple-Jack: Flutter-shy... I didn't mean...

Flutter-shy: (Flies off crying.)

Apple-Jack: Flutter-shy come back! (flies after her.)