Ponyville was alive with activity this morning which was not surprising. What was surprising was that a certain yellow pegasus was flying through the town. Fluttershy was a pegasus better suited to walking than flying, but she was not the same pegasus today. Ever since she began dating her friend Applejack, she had become much happier. Though still the timid and quiet pegasus she always was she stopped feeling too bad about it. Applejack's quiet confidence radiated to her and was beginning to feel more confident every day. Though the couple's busy lives prevented them from spending more time together they always made certain to make time whenever they could.

Today, Fluttershy flew through the town, slightly faster and more confident than normal, on her way to Rarity's boutique to get some information on some nice restaurants for Applejack and her to enjoy. As she was making her way through the town square she was only slightly alarmed when she heard a familiar voice shout to her.

"Hey Fluttershy," shouted Rainbow Dash, on old friend of the pegasus, "Where're you off to?"

Slightly shaken Fluttershy looked up to her friend and said, "Oh good morning Rainbow. I'm off to visit Rarity to ask which restaurants Applejack and I could go to."

"Why don't you just pick one at random," said the rainbow-maned pegasus, "I mean I bet they're all the same."

"Well I would like a list so Applejack could, um pick one that she could be more comfortable in," Fluttershy replied.

"Right cause she doesn't feel like she like she's good enough for those fancy places," Rainbow said rolling her eyes, "I hope you didn't buy that story."

"Why would she lie," asked Fluttershy, "and well, she is not a very good liar. Remember how she was with Pinkie's surprise party?

"Heh yeah that's true," laughed Rainbow, "she is a bad liar. So if she didn't lie about why she doesn't like places like that why don't you ask her about it?"

"I'm sure she'll tell me when she's ready," Fluttershy said.

Rainbow stopped Fluttershy and both pegasi faced each other. "Don't you think it's weird that she's keeping this secret from you," Rainbow asked.

Fluttershy looked down at the ground and said, "I'm keeping secrets from her too."

"Hey that is not the same thing," Rainbow said louder than she wanted causing some ponies on the ground to look up at the two pegasi. Rainbow lowered her voice to a whisper. "What happened to you was horrible, and you know AJ has thick skin, so there has to be another reason for her dislike of those fancy-shmancy places."

Fluttershy sighed and said, "Yes but I wonder what made her skin so thick in the first place." Both pegasi continued their way towards Rarity's boutique and she continued, "Applejack has been very patient with me and I know I will be able to one day tell her what happened." Fluttershy looked at Rainbow with a smile and said, "I want to be able to give her the same opportunity."

Rainbow stared at her old friend smiling and asked, "You really care about her don't you?"

If Fluttershy nodded her head any faster it might have fallen off. "Oh yes I do. I fall asleep with a smile and I wake up with a smile. It's great."

Once again, there was that odd jealous feeling in the pit of Rainbow's stomach. As much as she loved seeing Fluttershy happy she did not like being reminded that she was alone. She remembered when she first got that feeling back when she read her story to Fluttershy, Applejack, Twilight, and Spike. She decided to change the subject, "Yeah I'm sure it is. Hey, thanks by the way for helping me with The Jack of All Apples. Also, how did you figure Rarity for a jewel thief?"

Fluttershy just laughed and said, "oh well she is very good at finding gems in the ground with her magic so I just thought that would make her a good villain for your story."

Rainbow laughed and said, "are you gonna put ALL of our friends into my rogues gallery?"

"Maybe," Fluttershy said with a small smile. "I wonder what villain I would be."

"What," Rainbow said, "there is no way I am beating you up Fluttershy."

"It won't be me. Not really," Fluttershy said softly, "just a, um pretend me."

"Well I'm not beating up pretend you either," Rainbow said flatly, "No, I should make your character a confidant of The Dashing Rainbow. Maybe the Chief of Awesome Town Police. Oh no wait! I'll make you President!" Rainbow flew in front of Fluttershy grabbing the yellow pegasus by the face squeezing it into a silly shape, "President Fluttershy! How awesome will that be!"

Fluttershy pulled away from Rainbow rubbing her face and said, "That sounds. Nice." She noticed that she was about to pass Rarity's boutique and said, "Oh my, I'm here already!" She turned to Rainbow Dash and said, "I'm sorry Rainbow but I must go."

"Don't worry about it Fluttershy," Rainbow said with a smirk, "I got things to do anyway."

"Ok," said Fluttershy, "enjoy your nap."

Rainbow looked back at the pegasus, rolled her eyes, and flew off. Fluttershy could not help but giggle as she flew down to her friend's boutique. She landed at the boutique door and knocked lightly. After a few moments, the door opened and a voice called out.

"Hey Fluttershy," said Sweetie Belle smiling, "what brings you here?"

"Oh," Fluttershy said, "hello Sweetie Belle. Is your sister home?"

"Sure is," the unicorn filly replied, "c'mon in!"

The Cutie Mark Crusader led Fluttershy up the stairs to Rarity's sewing room. Sure as Applejack was at that moment working hard on the farm, the unicorn was hard at work with a new dress.

"Hey sis," shouted Sweetie Belle, "Fluttershy is here to see you!"

Rarity stopped the machine and looked back her red glasses on and said, "Why hello there Fluttershy! To what do I have the pleasure of your visit?" She turned to her little sister and said with a smile, "Sweetie Belle, go back to your crusader plans."

"Right," squeaked Sweetie Belle, "those cutie marks aren't gonna get themselves!"

"You're not planning on going back into," Fluttershy gulped, "The Everfree Forest are you?"

Sweetie Belle shook her head, "no way! We decided that we will not set a single hoof in that place without you."

"Oh that's goo…," Fluttershy began, "Wait! What?" But the little unicorn was already out the door.

Rarity sighed, "she is so adorable, but a hoof -full. Well now that we have some semblance of privacy, what can I do for you, dear?"

"Well I was wondering if you could, um give me the names of some nice restaurants that Applejack and I could go to," Fluttershy said.

"Certainly," Rarity said, "I know just the place!"

"Well," Fluttershy interrupted, "I would like a list so Applejack could choose a place she would be comfortable in."

Rarity scoffed slightly and said, "That pony seems to be positively allergic to any form of sophistication or class."

"She has plenty of class," Fluttershy said flatly.

Rarity looked at her friend in shock for a moment and said, "My, I knew you were taken by her but I had no idea it was this serious. I apologize, Fluttershy. I suppose I tend to be too hard on Applejack."

Fluttershy smiled and said, "thank you Rarity. Yes she is very special to me."

"Do you love her," Rarity asked beaming.

Fluttershy blushed and looked away, "oh, um I don't know. I just know that Applejack is very important to me." Fluttershy nodded happy with the statement.

Rarity smiled and said, "Well that is simply wonderful, darling." The unicorn walked over to a cabinet and used her magic to open it. The doors swung open and Rarity began rummaging through the cabinet mumbling to herself until she squealed, "Ah, here we are."

She had a rather large stack of what appeared to be brochures levitating before her, "There are some leaflets for a few of my favorite restaurants."

Fluttershy looked at the stack and said in awe, "A f-few?"

"Why yes my dear," Rarity said," after all, if I am to keep up with the fashion world I must keep up with all aspects of culture and that includes fine cuisine." Rarity set the stack down and began separating them. "No, this one won't do," Rarity said before looking back to Fluttershy, "I suppose money will be an issue?" It seemed to be more of a statement than a question.

"Well," Fluttershy said quietly, "perhaps something reasonable." She was not happy with that response since reasonable means different thing to different ponies. Fluttershy never had much money. She would not have been able to spend time with Rarity at the spa if the twins didn't give her a discount in exchange for grooming their cats, and Fluttershy knew that Applejack's family had most their income tied to the farm.

"So I'll take that as a yes," Rarity said. She saw the look on Fluttershy's face and said, "Oh don't feel bad dear. I know you aren't much in the way of funds and Applejack probably takes whatever bits she earns and puts it right back into that farm of hers." Rarity would have scoffed if it were not for the fact that she too placed the majority of her income into her shop.

"Ah," the unicorn squealed, "Finished!" She turned to Fluttershy and said with a smile, "These are some fine establishments. Perhaps not my first choice, but they will serve their purpose. And do not fret I chose the ones with the most, uh let's just say 'tolerable' atmospheres."

"Thank you very much Rarity," Fluttershy said, "I can't wait to show these to Applejack at lunch today!" Fluttershy turned to leave when she suddenly realized that this was the most time she spent with Rarity since she started seeing Applejack. She stopped and said, "I have time before lunch. So, um how is business?"

Rarity face lit up at the question. It had been so long since Fluttershy and she had spoken, and there was much going on in fashion. "Well," began the unicorn, "business has been rather slow as of late, but I did receive an order for a cutciñera dress. Normally I wouldn't be so excited but this dress is being made for the daughter of the mayor of Fillydelphia!" Rarity motioned Fluttershy over to her sewing machine. "You see the design I chose is to cover the cutie mark so at a specific time during the celebration this part of the dress," Rarity pointed to a sketch she drew, "could be removed to reveal the cutie mark for all to see."

"Well, that's, um bold," Fluttershy said.

"Well that is the idea," Rarity replied. "Oh I remember my cutciñera! The dancing, the presents, the feeling of knowing who I truly am." She turned to Fluttershy and asked, "Say how was your cutciñera? I don't believe we ever discussed it."

"Oh you know," Fluttershy said, "Dancing, presents, discovery. Nothing special." She was lying. Her family could not afford to give her a cutciñera party, and even if they could they probably wouldn't. Her father was one of the lead weather pegasi in Cloudsdale and her mother stayed at home and were not happy at all that her cutie mark had nothing to do with flying or weather. They were also very disappointed at her weak flying and penchant to stay on the ground. Fluttershy knew that they would be disappointed that she was a fillyfooler as well. 'Just add it to the list of disappointments,' Fluttershy thought to herself.

"Well it must've been grand for you," Rarity said not noticing Fluttershy was lying to her. She looked at the clock on the wall and said suddenly, "Oh my, is that really the time? I do so apologize Fluttershy dear, but I simply must finish this dress!"

Fluttershy nodded her head and said, "Of course. I was very nice talking to you. I'm sorry I haven't been able to do so in a while."

"Don't be silly," Rarity said with a laugh, "you have found love with Applejack!" She walked over to Fluttershy and gave her a hug before returning to her machine.

"I'll see myself out," Fluttershy said softly, "don't work too hard Rarity." Unfortunately, the unicorn was not listening. Fluttershy made her way down the stairs with the restaurant leaflets and passed Sweetie Belle's room. If she had hoped to slip passed unnoticed then she failed.

"So you're done talking with sis," asked an excited Sweetie Belle.

"Yes, it's been too long since I spoke to her," Fluttershy said sadly.

"Yeah she missed you," Sweetie Belle said, "but when I would ask her she would just say that you found somepony that makes you happy."

Fluttershy nodded, "Oh yes."

Sweetie Belle smiled and the asked, "are you a fillyfooler?"

Fluttershy was stunned by both the directness and suddenness of the question, "I, um well... you see." Fluttershy was stammering and did not know what to do. Normally, she would panic and run or even just cower hoping somepony else would deal with it. This time however, she ponied up looked Sweetie Belle in the eyes and said, "Well I wouldn't use that term, but since I have heard worse I guess it'll do."

If the news affected the unicorn filly at all she certainly did an excellent job of hiding it. She merely tapped her chin with her hoof and asked with a raised eyebrow, "You're not a fillymolester are you?"

"What," Fluttershy gasped. "Why on earth would you think that? I would NEVER hurt a filly! Ever!" She punctuated it with a stamp of her hoof and could not help crying.

Sweetie Belle just looked at Fluttershy with her innocent green eyes and said softly, "I, I'm sorry Fluttershy. It's just that I heard at school fillyfoolers also..." She trailed off feeling terrible thinking that a pony as kind as Fluttershy would ever hurt anypony. "Can you forgive me," Sweetie Belle asked softly putting her forelegs around Fluttershy hugging the pegasus softly.

Fluttershy sniffed back some tears and said softly, "it's ok Sweetie Belle. I understand that it's not exactly normal." Fluttershy stood up and the filly was still looking at her with tears in her eyes. Fluttershy wiped away a tear from Sweetie Belle's face and said, "remember, just because I'm a, um fillyfooler," she did not like that word but there was not a large selection to choose from, "it does not make me a monster. I am the same Fluttershy that looked after you and your friends when you stayed at my cottage."

"I know Fluttershy," Sweetie Belle said still feeling ashamed, "it's just that I didn't know you were like that. I just thought you were just too shy for a coltfriend."

Fluttershy smiled and said, "Well I'm feeling a little less shy now."

"Well that's great," Sweetie Belle said loudly with a smile then leaning forward with a raised eyebrow, "say who's your fillyfriend?"

"You don't know," Fluttershy asked.

Sweetie Belle shook her head, "nope. No clue."

"Well," Fluttershy asked, "would it be alright if I kept it a secret for now?"

"Aww," Sweetie Belle pouted but looking at Fluttershy's pleading face she understood why Fluttershy wanted the identity of her fillyfriend to remain a secret, "ok Fluttershy. But you will tell me one day?"

"I promise," Fluttershy said with a smile. "I have to go. Take care Sweetie Belle."

"Bye Fluttershy," Sweetie Belle said, "sorry for making you feel bad. Really! I didn't mean to hurt your feelings."

Fluttershy smiled at the filly and made her way back to the town square to meet Applejack for lunch. She wondered why Applebloom hadn't told Sweetie Belle about Applejack and herself. It was not as though she did not know about their relationship. 'I'll ask Applejack at lunch,' Fluttershy thought and took off again at the brisk speed she had earlier.

Applejack was already waiting for Fluttershy and lit up when she saw the pegasus fly down, "well hey there! Look at you flyin' around!"

Fluttershy blushed and gave Applejack a small kiss on the cheek. "I feel. Nice. No. I feel great," the pegasus said with a smile.

"You sure lookit sugarcube," Applejack said, "I was just sittin' here waiting for ya'll to make your way here so we can pick out a place to eat."

Fluttershy shook her head, "no. You decide. I will be happy just to spend time with you." She passed Applejack the leaflets and the orange mare began sifting through them.

"Well," Applejack said, "were there any that stood out to you? I mean your input is important to me."

"Well this one looked nice," Fluttershy said picking out one named 'Chambre des Fleurs'.

Applejack looked at it and looked back at Fluttershy with a questioning look that said, 'what does that say?'

Fluttershy said, "Oh that means 'House of Flowers'."

"Oh ok," Applejack said. She opened it up and was glad that the items were translated. She then saw the prices and shouted, "How much for a daisy sandwich?" She threw the leaflet aside and looked at Fluttershy, "Look ah ain't made of bits and ah cannot be wasting money like that."

"I'm sorry," Fluttershy said cowering slightly, "I thought we could split the bill. Please don't be mad at me." The last sentence ending with a squeak though Applejack was able to decipher it.

Applejack's expression softened immediately, "ah'm sorry sugarcube," she said putting her leg around Fluttershy's shoulder, "Ah didn't mean it like that. It's just that I have a lot of money tied into the farm and there isn't a whole lot to spread around. I would like to take you to a place you deserve but ah just can't afford it." Applejack lifted Fluttershy's head with a hoof and said, "I couldn't be mad at'cha." She gave the pegasus a small kiss on the lips and went back to the leaflets. Looking back up she said, "Oh, and don' even think about us splittin' the bill. I'm takin' you out to dinner, so don't you fret none." She nodded to reaffirm her statement.

Fluttershy nodded feeling a little better. Suddenly she remembered what Sweetie Belle said and she asked, "Applejack does Applebloom know about us?"

"Yeah she does," Applejack said flipping through a leaflet, "ah told her the mornin' after our date." Applejack looked at Fluttershy and asked, "Why? Is something wrong?"

"Oh no," Fluttershy said softly, "it's just that Sweetie Belle didn't know who I was with."

"You told Sweetie Belle you're a," Applejack said not wanting to use the term.

"Fillyfooler," Fluttershy said, "yes. But she just asked me if I was, and I told her. Maybe I should have just ran."

"You didn't run," Applejack asked half-surprised. She narrowed her eyes and said, "Who're you and what did you do to mah Fluttershy?"

Fluttershy laughed and said as menacingly as she could, "if you want to see her alive then you must choose!" She could not help but giggle a bit.

"Choose what," asked Applejack a little confused.

"The place to eat of course," Fluttershy said with a laugh.

Applejack giggled and went back to the leaflets. After a while she picked up one that she looked over a few times already. "Hm," she said, "ah think this'd be a good place to chow down at." She passed the leaflet over to Fluttershy.

Fluttershy looked over the leaflet and nodded, "this sounds lovely."

"Great," Applejack said, "So it's decided then. This could be fun!" She did not mean it though and Applejack could tell Fluttershy knew she was lying.

The waiter arrived with a plate of hay fries, a daisy sandwich, a glass of apple juice, and a hay smoothie.

"Yeah since I got here first," Applejack said almost apologetically, "ah took the liberty of ordering. Ah hope you don' mind none."

Fluttershy shook her head, "of course I don't mind." She took a bite of her daisy sandwich, and smiled at Applejack.

The couple had lunch with the conversation going in no particular direction and often times seemed to be random enough that Pinkie Pie herself would have shaken her head in disbelief.

After they were finished, Applejack asked, "should we get dressed up?"

Fluttershy shook her head, "no this restaurant looks informal enough that we won't have to."

Applejack sighed in relief, "well, that's certainly good to know. I dunno if'n I could handle dressin' up and I don' think mah Gala gown would be a good fit for it."

Fluttershy nodded slightly remembering Applejack's dress was better suited to selling apples than fine dining. "I wouldn't want you to be more uncomfortable," Fluttershy said softly, "um, thank you, Applejack."

"What for, sugarcube," asked Applejack.

"Well, you have been very patient with me," Fluttershy began, "and there are things I know I should tell you, but I'm not ready yet." Applejack was about to say something but Fluttershy gently put her hoof to her mouth. "I promise that I will tell you. It's just that thinking back on them...," Fluttershy cringed and Applejack hugged her gently.

"You don' have to tell me anything you don' want to," Applejack said. "When you're ready then ya'll tell me what you need to. I ain't about to start trying to pry open old wounds, ya hear me?"

Fluttershy nodded and said, "thank you Applejack. I hope I can offer you the same thing."

Applejack just stared at Fluttershy. She was stunned when anger flashed in her mind. First from the notion that she needed such a crutch, and then at herself for thinking even for a second that she never needed help. Fluttershy saw the anger on her face clearly.

"Um, I'm sorry," Fluttershy said softly wanting to back away but still in Applejack's hug she couldn't. "Please," she pleaded softly, "I didn't mean anything by it. I just want to help. Like you always help me."

Applejack shook her head and said, "What? Oh ah'm sorry sugarcube!" She could feel Fluttershy wanting to run and hide. "Ah know ah can be mighty stubborn, and that acceptin' help is hard for me even when ah truly need it. Ah never thought ah'd be offered help." She gently caressed Fluttershy's mane and said, "thank you Fluttershy. If'n ah ever need an ear to listen. Ya'll be me mah first stop."

Fluttershy felt much better, so much better that she whispered into Applejack's ear, "you'd better." It might have been more intimidating if she hadn't giggled as she said it. She looked up at Applejack's warm smile and smiled as well.

"Well it was fun," Applejack said, "but ah gotta get back to the farm. I'ma settle up here." She grabbed the check before Fluttershy could mutter anything in protest. She walked up to the counter and paid.

Upon her return to the table, Fluttershy said, "So I will see you tonight?"

"Yeah," Applejack said, "how's about we meet up here so that way you don' get all dirty from the farm?"

"Ok," Fluttershy said, "but not because of the dirt. This way we can sort of meet halfway."

"Never thought of it like that," Applejack said, "that'd work. Oh and ah'll ask Applebloom why she ain't told her crusadin' buddies about us. Nothin' to be ashamed of as far as ah'm concerned."

Fluttershy nodded and leaned over giving Applejack a quick kiss on the lips. "Nothing to be ashamed of at all," she breathed smiling.

Applejack wanted desperately to grab that little pegasus and whisk off to bed, but remembering where she was and that this was Fluttershy she returned a small kiss on the cheek. 'This'll hafta do,' she thought to herself.

The rest of Fluttershy's day was uneventful. Applejack's however still had work to do and a few questions to ask Applebloom, but first it would seem she needed to answer some questions almost as soon as she stepped hoof onto Sweet Apple Acres.

"What gotcha all flustered sis," asked Big Macintosh.

"What," asked Applejack quickly trying to think of a lie and instead choosing to just not answer. She tried to get around the stallion and he stepped in her way. With an annoyed sigh she looked up at him.

"It's Fluttershy isn't it," Big Mac said, "think ya beginning to run outta patience with that pony?"

"No," Applejack screamed at her brother, "she ain't ready! An' besides what business is it of yours anyways?" She stormed past her brother knowing that he was right. She was happy that Fluttershy was becoming more confident, but it was at too slow a pace. She needed more from that pegasus and was not getting it, and Applejack felt awful for it. She knew something happened to Fluttershy that hurt her real bad, and Applejack was supposed to be there for her. She was letting her fillyfriend down all on account of her own lust. 'Git yourself together, Applejack,' she mentally scolded herself, 'Fluttershy is the best thing to happen to ya an' you wanna throw it away?"

She shook her head and tried to clear her mind of those thoughts. They lingered for a while and disappeared when Applebloom walked into the room.

"Hey sis," said the filly with a huge smile.

"Heya Applebloom," Applejack replied. She remembered what Fluttershy said and said, "Applebloom ah need to talk to ya."

"Oh ok," said the filly her mind racing to find whatever infraction she might have committed to incur a 'talk' from her sister.

"You ain't in trouble," Applejack reassured her.

"Whew," sighed Applebloom. "So what's up," she said happily dropping onto her haunches.

"Well, you remember I told you that Fluttershy and I were, um together right," she asked nervously.

Applebloom nodded but said nothing.

"Ok good," Applejack said, "well Fluttershy spoke to Sweetie Belle today and it turns out she didn' know that we were together. Now I don' recall tellin' you it was a secret so I don' mind if you tell your friends."

Applebloom looked at the ground and said softly, "well ah wanted to tell Scootaloo and Sweetie Belle, but we heard a nasty rumor 'bout Fluttershy."

"What rumor," Applejack asked.

"Well that she was a," Applebloom paused and looked at her sister as though asking for permission to say the word, "well that she's a, um fillyfooler," she said that very softly, "and since she's that that she's also a fillymolester." She that softly as well.

"What," asked Applejack, "why would anypony think that? Especially, of Fluttershy?"

"Ah don' believe it," Applebloom insisted, "it's just that there were some mean lookin' colts at the school and they were askin' around where they could find Fluttershy. Since she doesn't live in town nopony knew, and when they asked us ah answered quickly and said that she was from the Everfree Forest. When Scootaloo and Sweetie Belle asked ah said that ah didn' trust them."

"Hmm," Applejack said, "I 'preciate you tellin' me that Applebloom. Ah'll let Fluttershy know to keep an eye out for any suspicious types around her cottage. In the mean time ah best git ready for dinner."

"Oh what're we havin'," Applebloom asked excitedly.

Applejack laughed and said, "sorry sugarcube, but this dinner is gonna be handled by Big Mac." She laughed at Applebloom's look of disgust and said, "Tonight is gonna be Fluttershy an' me at a nice place."

"That sounds fun," Applebloom said clearly down that Applejack will get to eat good food and she would probably eat overcooked hay.

Applejack playfully rustled Applebloom's mane and went to take a bath. She began thinking about what Applebloom said about some colts looking for Fluttershy. Applebloom was young but she was a good judge of character. After all, she was the only one who was not afraid of Zecora, so it would stand to reason that if the colts gave her a bad feeling then they could mean to harm Fluttershy. Applejack thought about having Fluttershy stay with her for a while but that would only be a temporary fix, and she did not want to go looking for trouble that may not even be looking for her. With a sigh she filled the tub and began getting herself cleaned up. She only hoped that she could get through the night without an incident. She pushed that thought aside and once she finished washing up dried herself off.

Mac was cooking the hay and Applejack walked up to him and said, "Don't forget big brother that ya need to put a tiny bit of salt so it won't overcook."

"Eeeyup," said Mac as he reached for the salt and glanced back when Applebloom let out a relieved sigh.

Applejack laughed and left the house headed to Ponyville square. Her thoughts were swimming from the day's events. Her yelling at Fluttershy for suggesting a restaurant that was a bit too pricey, her growing desires for the pegasus, and now the possibility of some colts out to hurt her. That final thought scared her so she ran to the square and did not care that she was sweaty by the time she arrived.

Fluttershy was waiting at the square and began noticing some ponies giving her odd glances. A few times she would see a young filly or colt and she would smile warmly to them and their parents would quicken their pace to get away from her. She did not understand why ponies were acting like this, but could not give it much more thought since an orange blur nearly knocked into her.

"Sorry Fluttershy," Scootaloo said, "I was trying a new trick on my scooter. Hopefully, I can get it right and impress Rainbow Dash!"

Fluttershy giggled and when she saw the annoyed look on Scootaloo's face she explained, "I remember when I wanted to be just like Rainbow."

"Really," asked Scootaloo, "but aren't you older than her?"

"Yes," said Fluttershy, "but I was always impressed with her bravery and ability. After a while, I decided that I will never be like her so I just chose to be myself."

"Well," Scootaloo said proudly, "I'm gonna be just like Rainbow!"

"And what's wrong with being Scootaloo," Fluttershy asked softly.

"Well," Scootaloo said, "nothing I guess. I just want to be cool like Rainbow."

"I think you're, um cool," Fluttershy said warmly. When Scootaloo scoffed she looked hurt and said, "Well I think I may be a better judge of 'cool' than you. After all, I've known Rainbow for years, and seen her best moves up close and personally. In fact, I often help her with new tricks."

Scootaloo looked at the pegasus not expecting that answer, "I guess you have a point there."

Fluttershy smiled and gave the filly a hug. She noticed some ponies making disgusted faces at her and she asked Scootaloo, "Um, why are those ponies looking at me like that?"

Scootaloo turned and before she could say anything a mare grabbed her and began dragging her away. "Hey," shouted Scootaloo, "get your hooves off of me!" She wrestled free from the mare and ran to Fluttershy and hid behind her.

"Get away from her," the mare shouted, "you don't know what kind of monster she is!"

'Monster,' Fluttershy wondered to herself.

"Um, I'm sorry," Fluttershy said, "but what is going on?"

Scootaloo looked up at Fluttershy and said, "there's a rumor going around that you're a, um..."

Fluttershy nodded remembering her talk with Sweetie Belle before. "I know what you heard but I am not like that," she said fairly loudly. Many ponies scoffed but Fluttershy continued, "Listen to me! Why would I harm anypony? I am afraid of my own shadow at times! There is no reason for me to cause harm, and you know that! I know you want to protect your foals, but you can't believe every single rumor just because you're scared. I know what it is like to be scared and it is lonely." Fluttershy looked back to Scootaloo and continued, "I am tired of being scared and so should you. You heard the rumor and yes I am a fillyfooler," the crowd gasped and angry murmurs spread, "but just because I am does not make me a monster that would harm your foals! No pony has ever had a problem with me. In fact, most of you ignored me. Now that there is a rumor spreading about me I am suddenly important? That makes no sense! Please, I just want you all to understand that I am not like that!"

The crowd had calmed down quite a bit and the mare that grabbed Scootaloo walked up to Fluttershy and looked her in the eye. After what felt like an eternity passed she looked down and said, "I'm sorry. I was caught up in the horror story that I just assumed it was true." She looked to Scootaloo and said, "I apologize to you too. I didn't mean to pry you from your friend and clearly somepony you trust very much." Scootaloo nodded to that, but did not change her look of distrust to the mare.

The mare was walking away when a sudden blue and rainbow blur landed. "Alright," Rainbow Dash said, "who's giving you trouble Fluttershy?"

Fluttershy tapped Rainbow on the shoulder and said softly, "no one is causing me problems, Rainbow."

Just then three colts made their way to Fluttershy. Scootaloo tapped her leg and pointed at them saying, "I remember those colts from school. They were asking about you and Applebloom said you live the Everfree Forest."

Fluttershy turned to face them and was not afraid at especially since Rainbow Dash was there.

"So you're Fluttershy," one of the colts said, "the fillyfooler?" He had a tone of disgust when he said that.

Rainbow was about to say something but Fluttershy stopped her.

"Yes I am," Fluttershy said softly, "is there something wrong?"

The colt looked at her and after a few moments said, "I was looking to hurt you." He was clearly dead serious. "But now I," he paused tears in his eyes and continued, "It's just that my little sister was hurt by a fillyfooler and I assumed they were all the same. You claim that you would never harm a foal, and seeing that this one trusts you enough to protect her I can see that it's true." The colt straightened up and said, "I. I'm sorry."

Fluttershy put her hoof on his shoulder, "I am so sorry about what happened to your sister, and you have nothing to apologize for. You haven't wronged me so there is nothing to forgive." She smiled warmly at the colt.

With an embarrassed cough, the colt signaled the other two colts that they were leaving. Once they were gone Rainbow Dash looked at her friend and said with clear respect in her voice, "Wow Fluttershy! How did you manage to stay cool with that mob and those colts?"

Fluttershy did not know how she did it. She looked at Rainbow and said, "Well I had Scootaloo to look after and well I had you here."

Rainbow shook her hoof in the air in protest, "no that's not it. You're not gonna get away with that excuse. I think you're getting a little braver." She had a smile that clearly shone with pride and happiness.

Fluttershy blushed and looked at Scootaloo and remembered what she told her. "Rainbow? Do you know if Pinkie still has her scooter?"

Rainbow tilted her head confused, "yeah I think so, why?"

"Well I would like to issue you a challenge," the yellow pegasus said softly.

"You challenge me," Rainbow said in disbelief.

"No not me," Fluttershy said nudging Scootaloo from behind her, "Scootaloo would like to challenge you to a race."

Scootaloo looked up at Fluttershy scared, "What? I can't race Rainbow! I'll get creamed!"

Fluttershy kneeled next to the filly and said, "You are a better Scootaloo than a Rainbow Dash. I know you can win." She gave the filly an encouraging smile and the filly nodded and put on her helmet.

"So Rainbow," Scootaloo said very nervously, "you interested in a race?"

Rainbow would have answered if she was not laughing so hard. "Race? You? That's rich," she laughed grabbing her stomach. After a minute she stopped laughing and saw that both Fluttershy and Scootaloo were serious.

"Ok," she said, "if you insist on being embarrassed. It's been years since I've ridden one of these things, and I won't take it easy on you."

Rainbow took off to Pinkie's house and Fluttershy looked at Scootaloo and said, "Don't worry. She has never ridden a scooter. All she knows is flying and running." Scootaloo tried to smile and failed, so Fluttershy said, "I should know I've known her since we were fillies."

"That's true," Scootaloo said feeling a bit calmer.

After a few minutes sweaty and tired Applejack made her way to the town square. She saw Fluttershy and Scootaloo and ran up to them.

"Fluttershy are ya'll ok," she gasped between breaths.

"Yes I'm fine," Fluttershy said looking at her fillyfriend concerned, "Applejack are you alright?"

"Yeah ah'm fine," Applejack said still winded, "it's just ah heard some colts were lookin' for ya and I got worried that they'd try and rough ya up some."

"Oh yes I met them," Fluttershy said, "we talked and they went on their way."

"Oh," Applejack said embarrassed, "so I ran for nuthin'?"

"Not for nothing," Fluttershy said giving Applejack a small kiss on the lips. She laughed when she heard Scootaloo gasp.

"You're her fillyfriend," Scootaloo shouted. "Why didn't Applebloom tell Sweetie Belle and me?"

"Ah reckon she was just lookin' out for her big sister," Applejack said.

"So what's it like being," Scootaloo tried to ask.

"It feels. Nice," Fluttershy said with a warm smile.

"Nice," Scootaloo repeated, "hmm. Weird."

Rainbow had just landed with Pinkie's scooter and said, "Alright let's get this race started!"

"Race," asked Applejack, "what's goin' on?"

"Scootaloo challenged Rainbow Dash to a race on scooters," Fluttershy said.

"Is that filly crazy," laughed Applejack. She was going to continue but a cold glance from Fluttershy stopped her.

Fluttershy kneeled next to Scootaloo and said, "Remember, you are the best Scootaloo in all of Equestria! There is no other pony like you."

Scootaloo nodded and Fluttershy got into position to start the race.

"On you mark," Rainbow and Scootaloo got ready. Scootaloo flapped her wings in preparation for propulsion, a trick Rainbow did not know about. "Get set," both pegasi leaned forward itching to get going. "GO!" Fluttershy shot to the sky out of the way of both racers.

Rainbow did not make a very good start tripping slightly as she tried to use her back legs for propulsion. Scootaloo on the other hoof kicked off quickly and began using her wings to gain speed quickly.

Rainbow was shocked that she was behind, but being a quick study of almost all things athletic began imitating the filly's wings and began to pass her up. She gave Scootaloo a smirk as they made the first turn, and Rainbow not used to using her wings like this made her turn far too wide allowing Scootaloo to gain the lead again.

Back on the straightaway, both pegasi were neck and neck for a while, but the older athlete passed up the younger until she hit a rock in the path and her flapping wings launched into the air and then quickly into the ground. Scootaloo shot passed her and made the second turn even tighter than the first.

Rainbow was now very behind and the race was almost over. She put all she had into her speed and control. She was not about to be upstaged by this filly whose name she could not even remember. She built up her speed shot around the second turn and sped toward the finish line.

Scootaloo was getting very tired and felt that she would lose. It would be a close race but she was simply no Rainbow Dash. She then heard Fluttershy's voice, 'you are the best Scootaloo in all of Equestria! There is no other pony like you.' She gripped the scooter tighter and flapped her wings harder than ever. The finish line was getting closer. Fifteen feet. She could do this. Ten feet. Almost there. Five feet. Be the best Scootaloo in all of Equestria. She felt the rope that marked the finish line and a split second later felt a rush of air as Rainbow Dash passed her.

She collapsed to the ground panting and wheezing, but smiling. She heard some arguing but could not make out any words. Suddenly, Fluttershy's face filled her view. She was saying something but it was garbled. Scootaloo shook her head and sat up.

Rainbow was not pleased and Applejack was laughing at her. Fluttershy was giving Scootaloo a big smile, and she knew. "I won," she gasped. Fluttershy nodded and Scootaloo jumped in the air screaming, "I won! I am the best Scootaloo ever!"

She hugged Fluttershy and whispered, "thank you. I would never have challenged Rainbow on my own."

Fluttershy hugged her back and said, "You just needed to be shown a little confidence." Fluttershy looked to Applejack and Scootaloo understood. The strength Fluttershy got from Applejack she was able to give to Scootaloo.

Scootaloo walked up to Rainbow and said smiling to her hero (heroine if Twilight Sparkle is reading), "that was a good race."

"Yeah whatever," huffed Rainbow and was about to take off.

"What is your problem," Scootaloo asked annoyed.

Rainbow turned around and before she could say something Scootaloo said, "so what? The Great Rainbow Dash is NOT the best at every little thing? I beat you at something I am good at. Something I spent years practicing. Something you've never done, and I BARELY beat you! Why can't you be a good sport about it?"

"I hate losing," Rainbow growled not wanting to have to justify herself.

"And I hate being in your shadow," Scootaloo said flatly, "all the time I get compared to you. 'Oh you're quite the athlete. You might be as good as Rainbow Dash one day.' And you know what? I liked that! I was thrilled to be compared to the coolest, bravest pony around. I wear my mane like you. I even thought about saving my bits and going to the spa to get my coat, mane, and tail colored to match you, but now," Scootaloo said with a tinge of disgust in her voice, "now that I see you can't even congratulate somepony who you know admires you. Somepony who thinks the world of you. Now I'm not sure I want to be compared to you anymore."

Scootaloo picked up her scooter and was going to head home when a hoof on her shoulder. "Fluttershy," she began and saw that the hoof was blue not yellow. She turned around and saw Rainbow looking at her clearly ashamed of her actions.

"I," Rainbow said, "I'm sorry. I'm sorry that I let my need to win everything hurt you. That was an awesome race." She stuck her hoof out in apology and Scootaloo shook it slowly. She was still clearly angry with Rainbow but accepted the apology.

Rainbow smiled and took off with Pinkie's scooter. Fluttershy walked up to Scootaloo and said, "You really are the best Scootaloo ever."

Scootaloo hugged Fluttershy and with tears in her eyes thanked her again. She then turned towards Rarity's boutique clearly intent on sharing the news with Sweetie Belle. From there the two fillies would undoubtedly head to Sweet Apple Acres to give the news to Applebloom.

Once Rainbow flew away, Scootaloo zipped off on her scooter, and the crowd dispersed, only Fluttershy and Applejack were left in the town square. Applejack looked embarrassed because she was still covered in sweat from her run and said, "Ah'm sorry bout the state ah'm in. Guess you don' wanna go to dinner with me."

Fluttershy giggled and gave Applejack a hug. She was wearing a perfume that smelled like flowers, and Applejack wanted nothing more than to scoop her up and take her back home.

Instead she coughed awkwardly and said, "Well if'n you still wanna go then we probably should get goin'."

Fluttershy nodded and both ponies made their way to the restaurant. It was a cool evening and that helped Applejack's coat dry off quicker but she still smelled of sweat. She was feeling very self conscious about and wished Fluttershy had decided to go some other time.

Fluttershy could see that Applejack was uncomfortable and said, "Um, would you like to go some other time?"

Applejack stopped and said with her head down, "no sugarcube. It's best we go tonight cause if'n we don' I doubt ah'll build up the nerve to go again."

Fluttershy smiled at Applejack and nuzzled her cheek. "Thank you. I really appreciate it."

Applejack nodded and the two entered the restaurant. It was a nice place. The first thing Applejack noticed was the abundance of green. Though the building was built of wood, there was a great deal of ivy growing on the walls. There was even some ivy on the tables. Applejack was about to walk right in and look for a table when she bumped into the hostess.

The hostess gave her a fake smile and then sniffed and gave her a look of disgust. "The employee entrance is around the back," she said.

"We are customers," Fluttershy said calmly, "and we would like a table for two, please."

The hostess scoffed and led the two ponies to a small table, and said, "A waiter will be with you, two in a moment."

"Well she seems mighty neighborly," Applejack said, "ah hope she don' expect a tip."

"Um," Fluttershy said, "we don't tip the hostess."

"Well that explains the foul mood," Applejack said still annoyed.

At that moment an older unicorn stallion arrived at their table, "Good evening, I will be your waiter for this evening. May I offer something to drink?"

Fluttershy looked over the drink menu and saw a wine that she enjoyed, "yes we would like a small bottle of the apple spice cider."

The waiter nodded and asked, "Very good. Would you care for the ten year or the twelve?"

Fluttershy thought for a moment, "do you, um have any six year bottles?"

A smile appeared on the unicorn's face, "Of course. Excellent choice." He bowed slightly and went to get the wine.

"You plannin' on gettin' me drunk, Fluttershy," Applejack asked with a sly grin.

Fluttershy blushed and said softly, "Oh the wine is not very alcoholic. I don't care for harder drinks."

"Ya can't hold your liquor," Applejack said with a smile, "got it." She looked at the wine Fluttershy ordered and noticed that it was the cheapest on the menu. "Um Fluttershy," she said. Fluttershy looked up and Applejack continued, "Ah hope you didn' pick this wine solely cause of the price." Applejack still felt bad because she was so cheap. She put her head down and did not want to look Fluttershy in the eye. Her guilt was clear on her face and Fluttershy lifted her face with a hoof.

"I picked it because it's my favorite," Fluttershy said softly, "you shouldn't have to feel bad because you have responsibilities to your family." She gently stroked Applejack's cheek softly and put her hoof down.

Applejack smiled and said, "how'd ah ever get such a lovely pony in mah life?"

Fluttershy smiled and blushed.

The waiter arrived and poured the wine into two glasses then asked, "Are you ready to order or would you care for a few more minutes?"

Applejack looked over the menu quickly and said, "Ah reckon we're ready to order. Ah'll have your hay fettuccini with, um sorry what's that sauce?"

The waiter looked at what Applejack was pointing to and said softly, "that is a house blend made from honey and apples."

"Thanks," Applejack whispered. "Ah'll have that." She looked over to Fluttershy and saw that she had not opened her menu. All Fluttershy was doing was motioning with her head to Applejack's menu. Applejack looked at her confused and Fluttershy smiled and motioned again. Applejack tilted her head still confused and was about to ask what Fluttershy was doing when it dawned on her. Fluttershy wanted her to order for her. "And mah friend here will have," she looked over the menu trying to figure out what Fluttershy would like. She saw a flower and fruit salad that looked very good, and was pricey enough that should let Fluttershy know that she really did want to treat her to a fancy meal. "My friend here will have the seasonal fruit salad."

"Excellent choices," the waiter said, "and may I assume that the two of you are…" he trailed off. Fluttershy simply nodded and the waiter chuckled softly and said with a smile, "I hope you two have a lovely evening." He then turned and left for the kitchen.

"What was that," Applejack asked, "did you just let him know that this was a date?"

Fluttershy giggled, "Well there are, um subtle ways to say things."

"Ah guess ya'll are right about that," Applejack said happily. She then heard somepony mutter something nearby. Applejack turned to the noise and saw a mare looking at her with a look of contempt. "Is somethin' wrong," she asked.

"Oh nothing is wrong," the mare said, "I was just recalling what this place was like last week. Oh you should have seen it. It had something it doesn't tonight."

Applejack's ears perked up, "Oh an' what's that?" She was genuinely interested.

The mare looked at Applejack and said flatly, "standards."

Applejack was stunned and at a loss for words. She was about to stammer something when a quiet voice spoke.

"Those standards couldn't have been that high if they let you in the door," Fluttershy said softly.

The mare gasped in shock and glared at her husband in an attempt to get him to defend her. He was completely oblivious as he was staring at a waitress's flank. She smacked him on the shoulder and gave him a cold glare that would have had Nightmare Moon telling her to calm down.

Fluttershy and Applejack merely laughed quietly and waited for their food to arrive. Fluttershy said after a while, "Um, Applejack?" Applejack looked up and Fluttershy said, "did you order me the salad because…"

Applejack wave her hoof and said, "I ordered for ya cause I thought you'd like it. Ah can swing it." Applejack put her hoof on Fluttershy's and smiled. That smile made Fluttershy want to lean over and kiss Applejack but she did not want to make a scene. So she merely returned the smile.

The waiter arrived with their plates and both ponies began to eat their meals. Applejack found her food to be very good and was happily eating and saw that Fluttershy was bothered by something.

"Sugarcube," she said, "is there something the matter?"

Fluttershy looked at Applejack and with tears in her eyes and a cracking voice she said, "I don't think this will work."

Applejack was stunned, "what do ya mean? Is it somethin' ah did?" She began to mentally beat herself up for her behavior.

"No," Fluttershy said softly, "it's me. You need somepony tougher. Somepony who will give you what you need and not drag you down. I'm just a big disappointment." She sniffed back her tears not wanting to cry in public.

Applejack put her leg around Fluttershy's shoulder and said, "You ain't no disappointment. Ya hear me? You ain't draggin' me down and you sure as heck are tougher than you think. Now ah think we have something special and ah would like to see it through, but this ain' mah rodeo, sugarcube. It's ours and both of us need to be on board for it to work."

Fluttershy looked at Applejack and smiled, "I want to be with you." She blushed and whispered, "I want to share myself with you, but I'm scared."

Applejack gave her a hug and said, "I wanna share mahself with you too, but all things happen in time. We can wait and it will be magical."

Both ponies enjoyed their meals and Applejack was about to ask for the check when the waiter arrived with a chocolate and cherry cake. Before either could ask the waiter said, "Compliments of the house. It is a small tradition that we celebrate the first time a couple dines here."

Applejack looked at Fluttershy and asked, "He didn't bring us plates, so how're we supposed to eat it?"

Fluttershy shrugged and took a bite right out of the side. Applejack laughed and did the same. Applejack was a faster eater and noticed that the center of the cake was hollow. She wondered why they would do that until she saw Fluttershy's nose poke through the other side. Smiling inwardly she leaned and waited. When Fluttershy poked her mouth through she gave the pegasus a very unexpected kiss. Fluttershy gave a small squeak of surprise and returned the kiss.

Applejack lifted her head and saw Fluttershy blushing and smiling. The waiter had brought them there check and Applejack went to pay. Fluttershy ate more of the cake and scooped the rest into a small box the waiter left there. She snapped the lid shut and picked it up with her mouth. She was almost at the register when she saw Applejack talking to two ponies. To be honest it was more like she was being spoken too. The ponies were not familiar to Fluttershy and the only thing that jogged her memory was that they had oranges on their flanks. She walked slowly and listened to what they were saying.

"Well we are already here so I suppose we will have to settle for less than standard fare," said the mare on the left.

"It makes me sick that they let such a malcontent into this establishment," said the other mare. She leaned to Applejack and said in an overly condescending voice, "I know you don't know what that means." She started laughing and stopped when Applejack interrupted her.

"Ah know what it means," Applejack said softly, "clearly ya'll don't. It means somepony that ain't satisfied. Looks to me ya'll are the malcontents here cause I'm doing fine and dandy."

The mare on the left snapped at Applejack, "Don't you dare correct your betters."

"Betters," laughed Fluttershy, "a pair of self-entitled ponies are not better. You just sound spoiled."

"And who are you," asked the other mare with a disgusted tone, "This is a family matter."

"Then it also concerns me," Fluttershy said, "she is my friend and I will not sit idly by while somepony attacks her. Family or otherwise."

The orange-marked ponies were about to say something but Fluttershy's stare was locked onto both of them. They slowly backed away and Applejack and Fluttershy left the restaurant without further incident.

As both ponies made their way back toward Ponyville square, Fluttershy knew that what happened bothered Applejack greatly, so she gently nudged her toward a small park and they sat down on a park bench.

It was not long before Applejack began crying and Fluttershy hugged her gently. Applejack cried into Fluttershy's shoulder and after a few minutes wiped the tears from her face.

"Just like family to make ya feel special huh," Applejack said softly.

Fluttershy said nothing as Applejack clearly had something to get off her chest.

"It's always been like that," Applejack began, "all mah relatives on the Orange side seem to hate everything about us Apples. I don' understand why, but it seems that when my mom married mah dad that their status dropped somehow. The only Apples near the Oranges is us at Sweet Apple Acres and they only have the nerve to attack me. They ain't about to say anything to Granny Smith or Big Mac, and I know they've been trying to get Applebloom to move to Manehattan." Applejack smiled and said, "That filly has no intention of leaving Ponyville. She has her family and her crusadin' buddies. All the sophisticatin' in the world won't matter to her if she can't enjoy it with her friends." Applejack sighed and continued, "It wasn't anything major. It was just a bunch of little things. Being called trash for so many years will eventually sink in. No matter how hard you work or how proud you might be of that hard work a small part of you will remind you that a large part of your family thinks your trash. That you're nothin' but a…"

"Disappointment," Fluttershy finished.

Applejack looked at Fluttershy and was about to say that Fluttershy was not a disappointment but Fluttershy stopped her.

"I know how you feel," she said, "Did you have a cutciñera party?"

"Well yeah," Applejack said, "it was nothing fancy seeing as how we lost our mom but gained Applebloom, and dad had become sick with a broken heart. It was a fun time for us. Why?"

"Well," Fluttershy said, "I didn't have one." She saw the confused look on Applejack's face and she said, "You see, my parents have always been disappointed in me. You know what Rainbow does on the weather team." Applejack nodded. "Ok," Fluttershy said, "well my father does that, but in Cloudsdale. My mother stays at home, and both hate my cutie mark. I was so happy when I got it and they were just disappointed. My father is a bit of a show off and he was always embarrassed because of my weak flying." Fluttershy looked at Applejack and said, "Maybe we can be disappointments together."

"Fluttershy you are no disappointment," Applejack said.

"And you are not trash," Fluttershy said, "I don't see any Orange being one of the Elements of Harmony, and Celestia would not have chosen you if you were not very special." She gave Applejack a small kiss on the cheek and rested her head on her lap.

"We really should get going," Applejack said feeling much better.

"Can't we stay here just a bit longer," Fluttershy asked.

"Sure we can sugarcube," Applejack said happily.

After a while both ponies left the park and Applejack said, "Well it's fine time we get you home. It's past your bed time."

Fluttershy laughed and they headed toward Fluttershy's cottage. The walk was quiet as neither had anything to talk about, and both were thinking about their pasts. Once they arrived Fluttershy asked meekly, "Would you like to come in for a little bit?"

Applejack's heart skipped a beat and she said, "Sure!" She said that much louder than she intended and got a giggle from Fluttershy for it.

They went inside and made their way to Fluttershy's couch. If Fluttershy's plan was to talk more then it failed because as soon as she sat down Applejack grabbed her and gently kissed her. Both ponies kissed for a while and Applejack made her move. She gently and slowly worked her tongue into Fluttershy's mouth and though the meek pegasus was surprised at first she returned in kind. Both ponies shared the heightened passion between them and Applejack broke away from the kiss and began kissing and nibbling Fluttershy's neck working her way down her chest to her belly. Fluttershy let out soft moans and when Applejack neared her destination and tried to gently get Fluttershy's rear legs open Fluttershy panicked and scooted away whispering, "No please! Not there!" She began crying and Applejack put her legs around her in a hug.

"I'm sorry sugarcube," Applejack said kicking herself. "Ya'll are just not ready. Like I said we will wait until you are. I'm glad that we are able to go a little farther now.' She gave Fluttershy a warm smile, and while normally it would break whatever dark mood the little pegasus would be in this time it had no effect.

"I'm sorry," Fluttershy said between sobs, "I really want to be with you, but it just hurts too much." She looked up at Applejack and saw the guilt on the earth pony's face. "This isn't your fault, Applejack. I promise that I think I'm almost ready to tell you. When I think about it, it hurts less."

"When you're ready then so will I," Applejack said. She then helped Fluttershy into her bed and gave her a kiss on the cheek goodnight. "Night sugarcube," Applejack said softly.

"Good night Applejack," Fluttershy said, "I had a nice time tonight."

"Me too all things considered," Applejack said, "It was a much better night with you there with me."

Applejack left Fluttershy's cottage still feeling guilty, but also feeling content knowing that the feeling in her chest was not lust. Not entirely. She walked home and said softly to herself something she hoped to tell Fluttershy in the near future, "I love you, Fluttershy."