A/N – My first fanfic in general! :D Please no haters or flamers..and hope you enjoy! ^.^

Disclaimer: I own nothing! All characters go to their respectful owners.

Alone in Moonlight

"You sir are the most un charming prince I have ever met! The only thing royal about you is that you are a royal pain!" "Ew! Stay back! I just had myself groomed!" "Afraid to get DIRTY!"

2 hours later

Rarity's POV

I sat alone, in the cold, oh so cold night. My friends were nowhere to be found. I was most definite that they were having the best nights of their lives. I was jealous. But I felt even worse than that, heartbroken. My dreams, my ideal stallion, are now nothing more than just a faint rumor. My once beautiful mane is now dull and matted. But even worse, my dress, the one my dear friends had made especially for me, now looks like something found in a trash can.

I sighed; heartbroken. My night was truly not what I wanted it to be. I silently cried to myself as I sat alone in the moonlight. Tears gently falling from my eyes as the moonlight shined on them. I looked around at all the Canterlot ponies passing by. They must be enjoying their night, I thought to myself. I envied them, all of them, with a burning passion.

That's when she arrived. I looked up only to see my friend: Rainbow Dash. The blue pegasus looked almost like a mirror image of myself: mane dull and unappealing, dress in tatters and we both shared the same somber look on our face. "Hey" she said in a dull voice. Not much like her normal voice.

"Rainbow Dash darling, what…happened to you?" I said slightly worried. "Let's just say my night didn't go exactly as planned." She murmured.

"Your night as well?" I asked in disbelief. Well that might explain the tatters.. I thought silently. "Yeah..didn't really get to hang out with the Wonderbolts.." She said trailing off. She smiled but very unenthusiastically. But I couldn't return the smile. That's when I began to sob again.

"Hey, what's wrong Rarity?" Rainbow said sounding concerned. "It's just…oh my prince…" I said unable to continue the sentence. That's when the blue pegasus but a hoof around me, comfortingly.

That's when, I stopped sobbing. I started to feel, secure. I felt as if somepony really did care. And that pony was Rainbow Dash. "Don't cry Rarity." Rainbow began soothingly, like a mother telling her filly a lullaby. "A real prince would care for you no matter what, not for himself. And anyways, he's missing out! You're a wonderful pony to get to know. It's a shame he didn't stick around to see that in you. Really, you are wonderful." Rainbow said.

This had shocked me. Coming from the pony I had only seen an athletic side to, not this side. But her words began to make me feel better, no wonderful, as she had described me as. "And your pretty awesome too" She finished with a wink and smile. This began to make me smile as well. "Oh Rainbow Dash….I don't know what to say. Thank you. You've made this a much better night than before." I said truly. "Hey, that's what friends are for." She replied happily. That's when I wrapped my hooves around her in a hug. She seemed shocked at first but then hugged me back. "Now, how 'bout some food? I got money." She said cheerfully. I couldn't help but giggle at this, as the two of us went for some food.

As we stood in line at a food stand, something caught my eye. Blueblood! I caught a glimpse of the white stallion with two other stallions I had never seen before. I quickly hid behind Rainbow. If this is what hell on earth is, than this is it. "What's wrong?" Rainbow said sharply. I couldn't reply because I was to shaken to talk. That's when I heard Blueblood's conversation. And it was one I never wanted to hear.

"So how was your night Blueblood?" A blue stallion asked. "Well, I guess you could say it was one to forget." Blueblood replied arrogantly. "How so?" a brown stallion asked. "Well to start off there was this, tacky white mare that kept on following me everywhere I tell you! What? Did she think I was her prince?" Blueblood said as he and the other stallions began to laugh arrogantly. I felt my heart slowly sink deep into my stomach. "And her dress, it looked just as tacky as she did! She's obviously from Ponyville. No one in Canterlot would wear such a dress." The snobbish stallion went on as the other two laughed.

I began to feel tears slowly drip down my face. Alone in moonlight again I suppose. I thought trying to fight back my tears, but it was pointless. Here comes the heartbreak all over again. I thought defeated. But to my astonishment, Rainbow Dash had also heard.

"Now listen here Blueblood!" She said assertively. "Rarity is not just some tacky pony. She's much more than that! She's wonderful, kind, beautiful and much more things that you aren't!" Rainbow said. "Well! I never!" Blueblood scoffed unable to find any other words. "If anything you're the one who's tacky! You don't deserve to be called prince!" Rainbow replied.

"Obviously you're from Ponyville also. I mean just look at your clothes! I could find better in a dumpster!" Blueblood said chuckling. "Do you know how much you've hurt Rarity tonight? Oh wait, that's right, you can't 'cause you don't care." Rainbow Dash said as she turned her back on the three. The three stallions stalked off none saying another word.

"Rainbow Dash…" I said unable to find any words to say. "Yeah, I guess I went a little too far..my bad.." Rainbow said looking at the ground. "What?" I said in disbelief. "I'm far from mad darling. What you did….was amazing. And I thank you again. You truly are a wonderful friend." I said smiling bigger than in all the time I spent here. Rainbow Dash blushed slightly and smiled back. "Yeah…it was nothing really. I just didn't want to see you upset again." She confessed. "I understand" I said smiling warmly.

The two of us sat together eating cupcakes Rainbow had purchased for us both. She was almost finished with her food while I had just started mine. "You know" Rainbow Dash began looking up at the full moon in the sky. "If you ever have any problems with, you know who, just let me know, and I'll be there, 'k?" She said solemnly. "Of course darling" I replied smoothly. There was a long and awkward pause. Until Rainbow sighed heavily, breaking the silence. "You know, I…..like you...Right..?" She started. "Um.." I began, but could not say anything more.

The truth is, Rainbow Dash likes me, and I like her. Right? I pondered the thought. We are good friends after all, I thought. How could we not be? After all the things Rainbow has done for me. Such as modeling outfits for me, helping out to make my gala dress, help me earn my cutie mark and how could anyone forget the day she saved my life? And performed her jaw-dropping sonic rainboom? So, in short I did like her, a lot.

Rainbow suddenly sighed. "You know, all I wanted to do was say goodnight to you. But…seeing you like that, all sad, I just couldn't help but say something, y'know?" Rainbow confessed. "Of course darling, I understand completely. And I thank you for that, and everything else you've done for me." I said gratefully as a smile crossed my face. Rainbow returned the smile. "I'd better make this quick." She said half to herself and half out loud.

Rainbow started to gently lean forward towards me. I knew she was going to kiss me. And I suddenly got worried, mostly because I didn't want Blueblood or any of his lackeys to see us or even worse any of our friends. Twilight, Applejack, Pinkie or Fluttershy, oh what would they say? What would they think? I panicked in my head. That's when I put my front hooves on Rainbow's chest, stopping her.

"Rainbow stop" I began "What would he or our friends think?" I whispered into her ear. That's when Rainbow chuckled. Of course she would. "I think I'll take my chances" she said confidently. I tried my best to stop her but something was pulling me towards her rather than away from her. I couldn't tell if it was my body or my heart pulling me towards her. That's when her lips were pressed against mine. Her lips were surprisingly soft, no feathery soft. But as we kissed, I still felt like a good friend to her. However, it was obvious she looked at me differently. But that was fine with me. Finally, we gently broke apart. "I think it's time we go home." Rainbow said softly. I couldn't help but blush, then smile and say "I agree let's." I gently rested my head on her shoulder as we walked back to our carriage.

"Oh Rainbow Dash, thank you. Thank you for everything." I said smiling. She looked back and blushed and said "That's what friends are for." It suddenly dawned on me; if Rainbow had never come along I still would have been alone in soft white moonlight.

The End.

Hope you enjoyed it! :D Please rate and review!