Tears streamed across her face, smearing her vision as she used her long thin legs to propel herself into the air. Flapping her wings feebly, she managed to clear the fence, but not without a decent sized cut to her hoof. Try as she might, her tiny wings couldn't keep her up long enough to land and she came crashing down to Earth, still sobbing. But it didn't matter now, she was out of that horrible place, and she hoped she would never go back again. She tried to stand, only to fall on her lame leg. She tried putting weight on it gingerly; it sent spikes of pain shooting through her. Tucking it in to her chest, she half hobbled-half ran. She didn't know where yet, anywhere away from that place was fine. It was filled with some of the most horrible ponies! She noticed just how strange she must look, running through the streets of Ponyville. A tiny yellow pegasus filly with a pink mane matted to her face with tears, and on top of that, a gash on her fore-hoof?

Half-consciously, she noticed that for once, the streets were empty midday, and thanked the stars. She didn't need other ponies calling her names like Failureshy and Fluttercry. Thinking of the horrible insults jabbed at her, she broke into new sobs, each one racking her young filly body. Eventually, she could run no more for the tears, and broke down crying on the side of the street.

She didn't know how long she lay there crying, but she knew it was a long time. She knew it was longer than she should have been out of that place. She thought at one point that her transportation home flew past, but she didn't have the energy to lift her head from her small puddle of tears to check. Eventually, she heard the click of a door opening and closing nearby and whimpered. She heard hoof-steps drawing closer and raised her head to see who. It was a mare she didn't know, a beautiful grayish-white unicorn with a light lavender mane, bouncy and curly as she ran. She didn't seem very threatening, but Fluttershy couldn't move herself if she wanted to. Kneeling on her fore-hooves, the older mare sat next to her and looked her over.

"Oh my dear stars, child! You're hurt!" She spoke with a melodramatic tone, and an accent Fluttershy couldn't place. She didn't know if this mare wanted to help her or not. She gently nudged Fluttershy with her muzzle, trying to force the young pegasus to stand. Eventually, feeling as though she were out of tears, the filly stood on three legs, the hurt fore-hoof clutched to her chest.

The gray-white unicorn introduced herself as Silver Belle, and led a very distraught and timid Fluttershy into her home. It was a nice home, not exceptionally large, rather cozy, but with a very definitive sense of modern design. Each room had its own style. One might contemporary, and the next a French cottage! But the style flowed elegantly, a quality Fluttershy came to admire. Near the front entrance, the grayish pony stopped. She beckoned to a sofa, nodding with her head for emphasis.

"Go on, have a seat and let me see that hoof of yours." She disappeared for a moment, returning with a bottle and something that reminded Fluttershy vaguely of ancient Egypt in her history studies. It was some cloth called gaze or something of the sort. Silver Belle spoke quietly as she looked at the pegasus's foreleg.

"Oh, what a nasty cut. How'd you manage that?" Before Fluttershy could answer, the kindly pony went on, pouring some of the bottle's contents onto her cut. It stung a little, but then it tickled. "Don't worry, this won't hurt a bit. I'll just patch up that cut, nice and pretty." She said as the fizzy stuff died away. Fluttershy didn't give a peep when the nice mare started to wrap her gash with the gaze or whatever it was called. When the unicorn had finished, Fluttershy set a tiny bit of weight on the leg, but gave out a small squeak of pain and retracted it to her chest. Nonetheless, the silvery mare studied her work and seemed pleased with herself.

"I'm no nurse pony, but I'd say you should stay off that leg for a day or two. I think it's patched up well enough, why I-" She was cut off from the sound of a door slamming open and shut. "That'll be my daughter coming home from school. Why don't you meet her?"

Despite Fluttershy's timid squeak of negative, Silver Belle trotted off to the entrance of the house, only one room away. Fluttershy could hear the conversation she had with her daughter.

"Where do you think you're going, heading upstairs without my hello?"
"Hi mom." Despite the sarcastic tone, the filly sounded like a much younger version of Silver Belle, she had the exact same accent as well. Fluttershy decided she like it. She felt wrong about listening to the conversation, but it wasn't as it she could get up and walk to another room, not easily anyways.

"What's that tone for, dear?"

"School stinks. Everypony stinks."

"Why don't you talk to me, Rarity?"

"Mom, let me go upstairs."

"So you can make more of those drawings of dresses? Or did you plan to make a dress from the curtains again?"

"No. But why can't I go upstairs?"

"Because there's a new filly in the living room that is too shy to so much as tell me her name, and I want you to talk to the poor thing."

"But mom, I don't wanna talk to another stupid pony!" At that, Fluttershy felt fresh salty tears on her face. She hated when ponies called her stupid or a coward. Sniffling silently, she listened back in on the conversation.

"Talk to that pony or I'll take away all your crayons. How will you draw dresses then?"

"I'll- I'll- hmph! Fine, I'll go talk to her. But don't expect me to be friends or anything stupid like that. You just want to know who she is, right?"

"Please. Just talk to her, Rarity. She's on the sofa." Moments later, Fluttershy saw a dazzling white figure in the corner of her eye. She turned and saw a truly beautiful young filly. Her coat was blindingly white, except for some darker streaks. She probably tripped during recess, she certainly looked young enough to be a first grader. The white unicorn's mane was a deep, royal purple, and curled exquisitely. This pony seemed as fashion-sensitive as her mother, if not even more so. She trudged over to the sofa, her annoyance at having to be there showing clearly on her face.

"Hi." She spoke curtly.
"Um, hi."

"Well, what's your name? I'm Rarity." Well, this pony certainly did seem one-in-a-million.

"I'm Fluttershy." She whispered, barely audible.

"Excuse me, dear, Flutter what?" Asked Rarity.

"My name's Fluttershy. Flutter. Shy." She spoke a little louder, but not much.

"Well, Fluttershy, what happened that you ended up in my home?"

Fluttershy felt yet more tears sting her eyes. "I was- I was running."

"You were... running? That's it? You simply ran and ran until you stopped on my sofa?" The pony's tone was somewhat harsh, it stung Fluttershy like stones.

Fluttershy inhaled. She wanted to tell Rarity and get this over with. "I was at school at recess and all the other students were making fun of me and then one of the boys pushed me down, so I ran to the fence and jumped. But I wasn't high enough and scraped my foreleg badly. I ran and cried and ran while I cried until I couldn't run anymore and broke down outside. Then your mother found me and gav me this." Fluttershy held up her leg to show Rarity. "She's a very nice pony."

Rarity blinked. She looked genuinely sorry. "Oh. That's, well- I'm so sorry for you, Fluttershy. I didn't mean to be rude, it was very unladylike of me. Why were those ponies bullying such a graceful young thing?"

Fluttershy had never thought of herself as graceful before. She blushed. "Oh I don't know about that. But they called me names like Fluttercry."

Rarity seemed to only notice the wings then. Glancing at them, she asked, "So where are you from, Fluttershy? I've never seen you in Ponyville before."

"Oh, I'm not from here. I live in Cloudsdale. I only come down here for school, or the meadow when I feel lonely."

Rarity tilted her head in confusion. "Why don't you go to school in Cloudsdale then?"

"Oh no, I couldn't! I've already gone to that school, but I was bullied so much I moved to another one, but it happened again. So now I go to Ponyville school." Fluttershy cried a little just thinking of everything the bullied at the other schools had done. She recalled one time where she was pushed in the dirt and one of the big ponies held her face in the mud. She cried for a week after that.

Rarity nodded. "I see. One of the meanies kicked dirt on my clean white coat on purpose! The nerve of some of them. I'm terribly sorry, Fluttershy."

"It's oka-" Fluttershy began to speak, but she had just noticed something. "Oh no! I missed my ride home, and I can't fly! What am I going to do? My mom is going to be worried sick!"

Rarity smiled. "Well, since we are friends now, and friends have sleepovers, why don't we have a sleepover?"

Fluttershy nodded feebly, but continued crying. This had been a bad day, but she was glad to have made a friend finally. Rarity didn't know what else to say, so she hugged the gently crying pegasus. From the doorway, just out of sight of the two of them, Silver Belle smiled.

Years passed, and the two ponies became great friends. Fluttershy distinctly remembered one of their first trips as teenagers together. She smiled as she thought of it.

"Say, Fluttershy darling, would you like to go someplace with me?" Rarity had asked, somewhat excitedly.

Fluttershy tilted her head. "What do you mean, Rarity? Where?"

Rarity smiled and replied, "To the Spa, of course! It'll be fun!"

Fluttershy smiled, and opened her mouth to reply, but the truth hit her. "Oh, I'm so sorry, but I don't think I can."

"Whyever not?"

"I- well, I don't think I have enough bits for something fancy like a spa."

Rarity laughed. "Don't worry, darling, it's on me. I'm a member there, you know, so its barely a charge. Come on, Fluttershy, you'll love it!"

Fluttershy wasn't so sure about that, but she accepted Rarity's offer anyways. And no more than an hour later, they stood in front of the spa. Fluttershy shrank from it a bit, scared of what might be in there. There was so much danger in there, the cucumbers could be contaminated and she could go blind, she could be dragged down in the mud pit and drown, she-

"Aren't you coming, dear?" Asked Rarity, cutting off the horror show in Fluttershy's mind. Timidly, the pegasus pony followed her best friend in. The waiting room seemed very relaxed, it didn't look like they were very busy today. Rarity bounded up to the counter in a flash and spoke to the clerk.

"The usual for me, Aloe, and the same for my friend Fluttershy." She said, laying down a small sum of bits on the counter. Before Fluttershy knew it, she was whisked away in some very comfy bath robe in a steam room. She could hyperventilate! Or suffocate! But by the time she had thought of that, the steam had lulled her mind and she felt much better. A few minutes later, as Fluttershy could recall, was a nice massage. While Fluttershy was having a slow smooth massage, Rarity looked like she was being beaten by a jackhammer!

"R-rarity, doesn't that hurt?" Fluttershy asked.

"Hurt? Why, darling, it feel marvelous!" Rarity replied. Her voice sounded funny and bumby with that massage going. After a mud bath, facial, and manicure (in Rarity's case this involved filing her horn!), the two stood outside in the cool air.

"Rarity, that was wonderful. I feel so much better now!" Fluttershy said in wonderment.

Rarity chuckled knowingly. "I told you so. We truly should do this again sometime."

Fluttershy agreed. "We should. Rarity, can I tell you something?"

Rarity shrugged. "Why not? Wait- you aren't a fillyfooler are you?"

Fluttershy smiled embarrassedly. "No, that's not it. I just wanted to tell you that you're my best friend. You were my first ever real friend."

Rarity's eyes grew visibly misty as she spoke. "And you were my first. And certainly the best friend a pony could have."