Disclaimer: I do not own My little Pony or Hasbro! (Or Lauren Faust!)

(Italics are thoughts, and bolded italics are flashbacks)

Life. It was a wonderful thing. But all life had to end.

Twilight's head hung low, tears streaming down her face. She used her magic to gently lower the lid on the casket. Fluttershy's casket. She looked up at all the ponies watching her, and had to smile. Everypony here, loved Fluttershy dearly. It gave Twilight comfort to know that Fluttershy was loved when she was alive.

The five ponies were surrounding the pegasus pony while she was lying on her bed. Her coat was stretched over her body, each bone sticking prominently out of her body. Her vibrant pink mane was now dull, and the feathers on her once beautiful wings had either fallen out, or were tattered.

"You can't die Fluttershy! You can't!" Rarity wailed, sobbing her heart out. It was a well known fact that Rarity and Fluttershy were the best of friends. There spa dates had become more of a tradition then a regular get-together. Tears fell from everypony's eyes. Rainbow Dash had completely lost it, sobbing and collapsing into a feathered heap on the floor. Applejack was next, burrowing her nose into Rainbow's mane.

Pinkie Pie tried to be strong, but the pink pony lost it, soon after Twilight tucked Fluttershy's favorite stuffed animal into the dying pegasus's hooves. Rarity was beside herself, and had been crying a good part of the night. Twilight was the last to go, mainly because she wanted to give her friends support, but when Fluttershy gently hugged them all, she completely lost it, and started to sob uncontrollably.

Princess Celestia and Princess Luna mounted the stage in the center of Ponyville were the five friends stood. Everypony began to bow, but Luna stopped them with a shake of her head. The smaller blue alicorn began to speak, all of the Traditional Royal Canterlot voice gone. "Fluttershy was a…" she broke off holding back tears, and started again. "I was proud to have met Fluttershy, from the first time I saw her, when the Elements of Harmony freed me from Nightmare Moon's clutches. She was so kind, and so sweet. I…" At this point, the princess lost it.

She walked over to Twilight, and the two friends comforted each other through silent words. Princess Celestia picked up where Luna left off. "I think we were all honored to have met Fluttershy, and although she may not have been the bravest, or the strongest pony, she made up for it in her heart."

"Just….rem….remember…." Fluttershy managed to say. "I…I love every one…of you…" the yellow pony said. Tears were streaming down her face. "Life….will….go…on…without…me…" she said softly. "But….I'll…miss…you…I…love…you….all…."

Those were the last words that the pegasus pony ever spoke. "I love you too Fluttershy." Twilight said softly, pressing her nose into Fluttershy's mane. "Never forget that. Never…." The five friends sat next to the bed all night, and most of the morning, their noses in the pony's cold fur. They comforted each other, and recalled fond memories they had with the pony.

"Now…I think Twilight Sparkle has something to say." Princess Celestia said, stepping back. Twilight nodded, and stepped forward.

"Everypony…I look at you all and I am happy. I am happy that Fluttershy will be in the hearts of all of you. That she was loved. I am happy that this pegasus was in all of our lives."

She took a deep breath, and Applejack nuzzled her comfortingly. "Go on Twi…"

"This pony was kind to all of us…and anypony she met. She helped ponies and animals in need. She was always there to lend a helping hoof. She would help you up if you fell down, cheer you up if you felt low. There was nothing bad about Fluttershy. She was just…perfect." Another deep breath.

"The only thing I want you to do…is remember her…Don't let the memory of this pegasus fade away.

The purple unicorn looked up, and was surprised to see that most of the ponies in the audience, mares and colts alike, had tears in their eyes. "That…was beautiful!" Rarity sobbed. Pinkie Pie's mane had become straight, and she was unusually sober.

Everypony began to line up, to pay their respects to Fluttershy. Many ponies simply said, "I'll never forget you Fluttershy…" but to Twilight, the simplicity in that was beautiful enough.

The sun slowly began to set, as Luna lowered the sun, and brought up the moon, the whole of Ponyville watching. As if on cue, it began to drizzle, as if the world was crying for Fluttershy.

The ponies in the crowd left slowly, heads lowered, and tails dragging. Twilight lifted the coffin up into the air, and the five friends, plus the two princesses, made their way to the burial site.

In the rays of the dying sun, the coffin was slowly lowered into the dirt, and the seven ponies, used their hooves, no magic, to fill the hole. As a final goodbye, Twilight laid a bouquet of red roses, one the grave.

Princess Celestia draped a wing over her sister, while Luna put one of her blue wings over Twilight Sparkle, who placed a hoof on Rarity's shoulder. Rarity put a hoof on Pinkie Pie's shoulder, and Pinkie Pie put her hoof on Rainbow Dashes, who put her wing over Applejacks.

The ponies stood there, until the last rays of the sun disappeared. Standing together in friendship. Together. Forever.