Hello, Reader!

Before you begin reading this chapter, please understand that the entire story is a first draft. I have little to no time to edit any of it, so it is by no means perfect in any way. There may be errors, inconsistencies and maybe even occasionally a grammar error. That has not stopped others from enjoying it, though, and maybe you will too! If you like it send a PM my way or leave a review! Your appreciation is how us authors get paid. Have a wonderful day!

Cloudsdale Middle School is the most efficient, productive middle school in Equestria. Admission is free, generally making it a public school, but it has produced more successful foals than any other school in the country. As far as middle schools go, it's in the top four across the entire world. The parents of many unicorns and earth ponies pay to have their children made subject to various cloudwalking spells so that they can attend. But of course, pegasi remain the dominant breed within the school's walls. Cloudsdale MS still has its flops, lazies, and dropouts - but what school doesn't?

Fluttershy is being cared for by a wonderfully kind long-term babysitter. Both of her parents are in the White Army and are currently serving abroad, so she has become close friends with her sitter, a beautiful purple mare named Felicity. Felicity is from The French Kingdoms of Guyenne Rae yet speaks The Old Language flawlessly with almost no accent. She's had four children of her own and they've already grown up and started their own lives, but Felicity still looks young and has the energy of youth to match.

Fluttershy's parents are currently deployed in Asmara with Celestia's White Army, helping the Asmaran zebras prevent - and if necessary, quell - a rebellion. Any unrest overseas from Equestria is almost always because of religious differences. Asmara had just declared its official religion to be the same religion that Equestria honors in formal documents and on its currency, so Celestia felt obligated to help them prevent (sure-to-happen) violence caused by that decision.

Fluttershy's on her her way to CMS, riding on Felicity's back. Even as a teen, her flying ability is.. not so great. Her close friend Rainbow Dash has been training and teaching her, though they don't often get the chance because Rainbow's parents are . . strict, to say the least. So most of the time Fluttershy ends up training with Felicity. They practice every day when she gets home from school but so far it has done little good.

It was.. well, pretty obvious before she got her mark.. that anything to do with flying wouldn't be Fluttershy's soul glyph.

Felicity lands at the school's massive crowded courtyard between two of the trees merged into the cloud. Fluttershy quickly hops off. There are very few pegasi her age arriving on the back or in the hooves of another, and it's not something you want to be seen doing. It's like having training wheels on a bicycle long after you're supposed to be able to ride it.

Felicity smiles and hugs Fluttershy gently and quickly, understanding her embarrassment. "Have a good day, Fluttershy! I'll see you later!"

Felicity kisses Shy's cheek then spreads her wings and flaps off. Teenaged foals are landing all about the courtyard. Fluttershy nips at the backpack straps around her chest to loosen them a little, then starts her shy stride towards the school's massive entrance. She looks down at the floor as she walks, going through her classes for today in her thoughts - today's a "B" day. First is homeroom slash study skills, next is magic and science, then mathematics, which precedes lunch. She's really good at those classes. In fact, Fluttershy has a B average overall. It would be an A average if it weren't for the class she has after lunch . . the one that Fluttershy dreads every day. Physical Education. She quickly pushes that from her mind, otherwise she'll be thinking about it all day. So.. after the-class-that-shall-not-be-named, she has -

Fluttershy, so lost in her thoughts, accidentally bumps into a red colt who was walking rather slowly while talking with his friends. Fluttershy eeps quietly and flattens her ears, lowering her head. "Suh-sorry . . " she says quietly, turning her head away.

The large colt blinks and looks down at her when he's bumped into, then shakes his head with a light smile at her apology. Not easy to be annoyed by something that cute. He speaks with a friendly chuckle, "Nah, no need to be sorry. Just watch out, silly filly."

He turns back to his friends while Fluttershy quickly nods and moves away. He's a lot nicer than most other ponies she "wrongs". Shy still keeps her head down but watches where she's going, now. Mostly, anyway. It can be pretty hard to see through her thick, gorgeous mane.

When she walks through the massive doorway entrance - while staying as far away from other ponies as possible (which isn't as much distance as she'd like, considering how many ponies are trying to fit through the doorway at once) - Fluttershy spots Rainbow Dash hovering in the air up ahead. Flying inside the school is forbidden unless you're late for class, which she obviously isn't.

Rainbow Dash is the very attractive young mare that defended Fluttershy's honor in a race two years ago, two grades back when they were still in flight school. They've become very good friends since then.

Rainbow is easily the most popular filly in school. She remains independent culture-wise, meaning that nobody can influence her into doing anything. However, she's probably the worst trouble-maker in school. She breaks rules, gets into fights with bullies, skips classes, buuuut... she makes straight-A's. Rainbow is in the top 3% of the school along with Fluttershy (Since PE does not count for much academically). Dash is practically a genius, as far as her own friends are concerned. She's surprisingly nice, if short-tempered. She never holds a grudge.. for long. Pretty much everyone loves her. She "hangs out" with everyone, including the "bad crowd," but she's never committed a crime, done drugs, or even dated anyone yet. The latter is a widely-known fact. Nearly everybody knows that her father is incredibly strict and tolerates her behavior only because of her stellar grades. Most of the colts who are ignorant of her overbearing father have asked, but she's turned them all down.

Even though Dash has spent some time with almost everyone, Fluttershy is one of her best friends. Fluttershy, being so incredibly nice, has some friends, too, but not many because.. well, she's just plain shy!

Poor Shy has been bullied a lot, but Rainbow has come to the rescue on almost every occasion. On those occasions she only found out about the bullying later on, Dash made the offender pay. Often with a prank surprisingly mean for her. For example: when a cruel colt relieved Fluttershy of her lunch during their first year at CMS, that same colt found dead rats, birds, and other small animals in his lunch, his locker, his backpack . . in practically in anything that belonged to him for the next nine school days until he stopped going to Cloudsdale MS. He wasn't missed, though, and Rainbow was never caught.

When the school's vice principal comes into sight, Rainbow quickly touches down. She only just avoids detection and those around her laugh and giggle, adding to the great amount of noise and commotion.

Fluttershy slowly comes to a stop and nips her backpack again to straighten it out, then quickly and shyly runs a hoof through her mane a few times. She carefully and silently walks towards Rainbow, smiling a little, perking up. Rainbow finally manages to break away from the group of friends she's with after excusing herself, heading off to her first class, which happens to be homeroom with Fluttershy. Lucky Fluttershy. Shy trots through the crowd to catch up with the walking Rainbow, who's heading up a flight of stairs. Rainbow somehow hears Fluttershy through the tens of ponies surrounding her and looks down. She smirks a little, waiting for her to catch up before moving on. Fluttershy walks beside Rainbow, instantly forgetting her excitement, replaced with shyness and embarrassment the second she came within five feet of Rainbow. Rainbow's voice cracks occasionally, but she completely ignores it on each occasion. Most colts find it pretty attractive for some strange reason.

'Hey there, Fluttershy. What's up?'

'N-Nothing . . just, um . . another day.'

Rainbow rolls her eyes, spreading her wings a little with a smirk. 'That's what you say every morning when you see me,' she says.

Fluttershy blushes a little and lowers her head more, lowering her ears with it. Rainbow smirks more, lightly nudging Fluttershy's shoulder with her nose, saying with a wink. 'Hey, no worries. I like it.'

Rainbow is somewhat aware of Fluttershy's infatuation with her, but is not sure enough to act on it. She takes whatever opportunity she's presented with to tease Fluttershy, though. Fluttershy blushes and gains an even deeper shade of red, moving a little closer to Rainbow as she walks. Rainbow smirks and looks forward.

They arrive in class a few minutes later, and Rainbow, again, takes a seat that is not her assigned one. She sits next to Fluttershy this period, which she likes to do on occasion. The teacher completely ignores Rainbow, fully aware that challenging her would get nowhere. Fluttershy takes her assigned seat next to Rainbow and lies on her belly with the desk part of her chair in front of her. All the seats are designed to allow their users to sit on their belly or on their hindquarters, and each seat can change positions to do so. The teachers regulate what stance to use depending on what activity is next. Today, the seats are down.

Rainbow and Fluttershy have arrived before about half of the class. The rest of their classmates continue to pour in through the door over the next few minutes until the class is at its limit of twenty-nine students. The tardy horn sounds out just after the last student takes his seat. The little colt is confused at first, but then sees that Rainbow is in his seat. He noticeably blushes and sits in her seat instead.

The teacher, a very tall unicorn that goes by "Mrs. Penn," stands up from her desk after she finishes writing something and slams the door shut with magic. The room immediately goes silent. She is very strict the moment the horn sounds, but an awesome mare when class is dismissed. Rainbow has pointed out, perhaps accurately, that she has multiple personalities. She has a very beautiful voice that really doesn't match her (somewhat scary) appearance. She's a fantastic teacher, though, which is why she's here in the first place. She teaches advanced-placement mathematics on A days and can effectively command any room with her voice.

'Okay, foals. Listen up. There are no classes today.'

Everypony mutters excitedly for a few seconds until Mrs. Penn continues. Rainbow grins at Fluttershy for a moment, obviously happy at this news, before redirecting her attention back to her teacher. Fluttershy shyly returns the smile then looks down, biting her lip before looking back up at Mrs. Penn. She's worried about something, but can't quite tell what. Or even why.

"None for the pegasi, anyway, but this class doesn't have to worry about that. Today the school is going to run races. You can participate as many times as you want against whomever you want, but everyone must race at least once."

. . . Oh.. must be why.

Mrs. Penn glances at one of the two griffons in the class. 'Including you.' then the other, narrowing her eyes. 'And you.'

Fluttershy lowers her ears. She's horrified, to say the least. So are a few of the other weaker fliers, but to a . . much lesser extent. Rainbow of course is very excited, unaware of Fluttershy's fear. She knows that Fluttershy isn't a great flier, since Rainbow gives Shy lessons, herself, but isn't aware of how her fear affects her flying. Partially the reason their training hasn't been very successful. Rainbow, ever persistent, keeps at it, though.

Mrs. Penn waves a hoof at the class a few times. 'Get out. Go to the courtyard next to the stadium.'

Everyone hesitates for a second, then bolts out the door as Penn repeats herself. Loudly. Once they're walking in the hall, Rainbow ignores everyone else trying to get her attention and moves up beside Fluttershy, smiling at her. 'Hey! You can try the acceleration trick I taught you!'

Fluttershy trots in pace with the rest of the class, which is quickly joined by every other student pouring out from their own classrooms, ahead of their own group. Soon, Penn's class is bringing up the rear in this particular hallway. Shy keeps her head low, replying in a relatively quiet voice ' . . I- . . I could,' she says weakly.

Rainbow glances behind them, then slows down a little bit. Some colts and fillies try to come back with her, but she gives them a look and they understand immediately, making an effort to go back up quickly. Fluttershy looks up now, slowing down with her, a little confused. 'Why are you-..?'

Rainbow waits until they're (mostly) out of earshot of the others, since there's no worry about a teacher demanding that they keep up with the class, then raises one ear, looking at Fluttershy as she walks. 'Alright, what's wrong?'

This.. right here, is why Fluttershy likes Rainbow. ..A lot. Not only is she, literally, the most attractive mare that Fluttershy has ever known, the best athlete in the school, and, perhaps, even the top student.. but, she's caring and *really* thoughtful. She even broke away from the group and told her other friends to back off to respect her privacy. Fluttershy's crush began the day Rainbow defended Fluttershy in the race, but it's gotten bigger and bigger since then as Fluttershy and Rainbow got to know each other.

Fluttershy widens her eyes and turns her head away to hide her face. 'N-Nothing.. nothing's wrong..! Why.. why is.. why do you think something is wrong..?' she asks.

Rainbow rolls her eyes, spreading her wings a few inches across, folding them back as she replies. 'Because you're acting more shy and terrified than usual.' replies Dash. 'And I know your usual . . amount, I guess? But this isn't it. It's way more.'

Fluttershy slows down even more and Rainbow keeps pace, watching Shy now with a concerned expression. 'U-Uhm.. I . . don-.. don't want to . . race..'

Rainbow raises an eyebrow, moving just a few inches closer. 'How come?' she asks. "You don't want to try the stuff I showed you? You actually managed to do some when we practiced!"

'That was when.. it was just you.. and me..'

Shy bites her lip for a moment, speaking even quieter. Rainbow has to strain to hear her voice over the echo of all the commotion in the school. "I can-I can't.. do it.. in front of other.. p-people.." she says.

Rainbow smirks a little and rolls her eyes again. "Whateveeeeer. Why not?"

Fluttershy manages to make eye contact, her eyes wide and shimmering. This even makes Rainbow lower her own ears a little. Poor Shy is practically whispering, "Because they'll see..!"

Rainbow stops for a moment and rubs the back of her own neck with a hoof, "Uh, well.. yeah. That's kind of the point. I know that you're super, unbelievably shy, but.. you've gotta' learn to cope, y'know?"

She sighs, then smiles at Fluttershy, who's stopped beside her. "Here. You only have to do one race. Want to race me? I'll make it close."

Fluttershy blinks, looking at her, "Wh-What? Really..? You.. you'd do that?"

Rainbow rolls her eyes, "Well, duh." She smiles at her again, tilting her chin up a little bit "Just understand that I wouldn't do this for anyone else."

Rainbow's grateful friend perks up immediately, smiling a little. "O-Okay..!" Her fear of flying in front of her peers has not been quelled, but this definitely helps a lot.

Rainbow winks at Fluttershy, smirking just a bit. 'Come on,' she says. 'Let's go!'

Fluttershy watches Rainbow trot off to catch up to the rest of the class and bites her lip. She really.. really.. likes Rainbow.

Shy stands up straight and assumes a determined expression, starting to make a promise to herself. She promises herself that she'll tell Rainbow. Tell Rainbow that she.. "like likes" her. Like likes her a lot.

Even the thought of telling her best friend that she has a crush on her fills Fluttershy with dread. Fluttershy starts to catch up, trotting after her. But, as far as she's concerned, she made the promise. She'll have to do it sooner or later. Because she promised herself. She promised. Fluttershy bites her lip harder than usual. Fluttershy always keeps her promises.

Fluttershy and Rainbow stand next to each other at the front of the line of racers, next up. The course is short and marked with large rings made of cloud, designed for wing sprints. The stands are full of citizens of Cloudsdale and students who have already raced; full ponies and the occasional group of griffins, making up an audience of several thousand viewers. There are many teachers flying around the puffy stands, keeping what peace they can. They encourage cheering and jumping and what not, but no violence which, despite the school's reputation, there usually is a lot of. Since the two close friends first got in line, Rainbow has been challenged to, and accepted, eleven other races.

Fluttershy is staring at the floor, wide-eyed, muttering to herself that it'll be okay - she's racing Rainbow.

They are both sitting on the haunches in the line. Dash is letting Fluttershy lean against her. She rolled her eyes when it first happened, but looked upward and to the side as she hugged Fluttershy with one arm. The instant Fluttershy realized what she herself did.. and what Rainbow did.. her eyes immediately went wide and her cheeks immediately turned red. Rainbow took no notice though, and is still holding her in a soft embrace, so Fluttershy doesn't offer any complaint. At all. As if she could.

There's a three-way race going on the track now between three pegasi Fluttershy has not met. It's neck-in-neck right now, and after about twenty seconds, they're half over. Rainbow gently squeezes Fluttershy before putting her hoof back down. 'Okay, better get ready.'

Shy quickly stands up straight, swishing her tail. She gets up on all four hooves along with Rainbow, who whispers quietly. 'I'll make it close until the last second, then pull ahead.'

'Th-Thank you,' says Shy. 'For doing this.. really..'

Rainbow snorts, playfully giving Fluttershy a gentle shove at the shoulder. 'Hey, no problem.' she assures. 'What're friends for, right?'

Fluttershy smiles and nods a little, feeling a lot better. 'B-but . . you- . . Yeah . . '

Rainbow ignores the ponies calling for her attention behind her, giving it to Fluttershy instead. She always does this whenever Fluttershy talks to her or waves, or does anything to try and interact with Rainbow. After all, she doesconsider Fluttershy to be her best friend.

The only female pegasi of the three foals currently racing pulls ahead at the last second to take the victory. Rainbow smirks at Fluttershy, 'Alright, here we go.'

The announcer who sits in a sky box in the stadium proclaims the victor, then reads the names for the next three races, as he does each time. 'Okay, everyone! Next is Rainbow Dash and Fluttershy, then Terminal Velocity, Cloud Whip, and Daring, then Ballad and Rock Round! Rainbow Dash and Fluttershy, take your places!'

Rainbow starts to walk out on the track, making sure to keep pace with Fluttershy. Mostly to make sure that poor Shy is still capable of moving.

Fluttershy is indeed terrified, but does her best to focus on the fact that she's just racing her best friend, Rainbow . . That's it . . just that . . no audience . . at least, they're not watching her . . they're . . they're watching something else! . . Okay . . she can do this . .

Before Fluttershy even knows it, the announcer starts the countdown. Rainbow nods sideways at Fluttershy, but she doesn't even notice.

'Three!'
'Two!'
'One!'

A nearby official fires a hoofslap starter revolver into the air (in a direction free of pegasi), causing Fluttershy to eep and fly off. Rainbow gives her a half second head start which would be significant in any other race, but is barely noticeable here. Rainbow flies directly beside Fluttershy, strongly resisting the urge to pull ahead like she's done in practically every other race, ever.

Fluttershy starts to pant after just a short while, but is very happy to see that she's already half done after only thirty seconds! That's actually better time than a few ponies could pull, at least! This encourages her and she picks up her speed a little more. Rainbow matches easily but smiles, briefly glancing at her friend. Mostly to watch her form. Shy is doing far better than Dash thought she would. This is still a really slow speed for her but she doesn't mind too much. She'll make up for it in the next few races.

Fluttershy achieves what she believes to be her maximum speed only because she's managed to completely forget where she is, just focusing on the fact that she is flying with her best friend. Dash grins and pulls ahead a little bit, slows down to let Fluttershy past, then again shoots past her just before the end, crossing the finish line.

Rainbow soars up and lands on a vacant cloud nearby since her next race isn't for another four minutes or so. Fluttershy sloppily navigates up there, landing next to her, staring at Rainbow while panting, embarrassment forgotten for now.

Rainbow shifts around a little to get comfortable, then lies down on her belly. She smirks up at Fluttershy. 'Hey. You did a good job.'

Fluttershy blinks, then, all at once, the sound of the audience hits her again. She quickly sits down on her own belly next to Rainbow, looking down and away to the side, the direction opposite Rainbow. Rainbow laughs a little at Fluttershy's blush, saying 'Well! You did!'

Fluttershy makes a very quiet "eep". She manages to speak, shyly looking back over at Dash. Still unable to make eye contact, though. 'Th-Thank you . . For . . for that. R-Really.'

Rainbow smiles happily at her and, unbeknownst to Rainbow, her tail swishes from side to side a few times. 'Yeah. Sure,' she says.

Fluttershy lowers her ears, speaking very quietly. It takes almost all of her courage to simply say, 'You're really nice . .'

Rainbow raises an eyebrow at Fluttershy. 'Did you just barely realize that?' she teases. When Fluttershy lowers herself further, she smirks and says 'Hey, Fluttershy. I'm just kidding. Yeah, I know. Thanks. You're really nice, too. And cute.' she tilts her head for a second then looks forward, blushing ever so slightly, thinking perhaps she went too far with that one. Dash says. 'You're perhaps a little too nice.'

Fluttershy pretty much froze up when Rainbow complimented her appearance, not even blushing, now just staring outward toward the racetrack with wide eyes. They both stay quiet for an entire minute before Rainbow breaks the silence 'You've never dated anyone,' she says, smirking. 'And I could easily set you up with someone if you wanted.'

Fluttershy inhales with a stutter, the blood finally rushing to her cheeks, making them bright red almost instantly. Very red. She opens her mouth several times as if about to speak but closes it each time, incapable of saying anything just yet. After another fraction of a minute, she manages to work out the words, still unable to make eye contact. 'Uhm.. n-.. no-.. no thank you..' she finally manages to say.

Rainbow smirks at her behavior, then rolls her eyes at her answer. 'Oh well. That's a damn shame for colts everywhere.'

Fluttershy eeps quietly, covering her head with her wings. She has to tell her now. She urges herself on in her thoughts quietly. Come on, Fluttershy..! This is the perfect-.. um.. sort of perfect.. time to tell her!

Shy starts to beg herself in her thoughts, but unfortunately, Rainbow's name is called for her to be summoned to the line of racers.

Rainbow looks at Fluttershy, standing up. 'Well, don't fall asleep!' she exclaims, laughing. 'I want you to watch me beat all of them.' She smirks as Fluttershy peeks out through a wing. 'All of them! I have a six-way race, too,' she says proudly.

Fluttershy hides behind her wing again, devastated that her chance is gone. She squeaks out, 'Ok-okay..'

Rainbow gently presses a hoof against Fluttershy's side for just a second before flying off into the air toward the line of racers-in-waiting. Fluttershy lowers her wings slowly before gently folding them back, watching her go. She lowers her ears for the last time today, quietly exclaiming in disappointment. 'Nnnh~..'