Rainbow Dash had awoken to softness all around her. She blinked the last of sleep from her eyes as she looked around at her surroundings, confused. The last thing she remembered was going home after Fluttershy had sent them all off. At least, she thought that was the last thing she remembered. She was on clouds, that much was for sure.

She stretched her body out, brushing her mane from her face and looking around. The whole place seemed familiar. Not quite a dream, but almost a memory. Her eyes widened more as she realized where she was. "Cloudsdale!" she was panting slightly, "Our hide out?" Indeed she was in the soft and wild cloud clearing where she and Fluttershy first met, and where they spent most of their free time as kids.

She moved in slow motion, each step she took on the soft clouds making a loud thud. She couldn't stop her racing heart as she was bewildered about how she got here. Her ears flicked from hearing the playing of violins and the constant and smooth rhythm of a few strings on a guitar. The sound bringing back memories of rolling around and playing on these clouds. Soon the clouds felt alive and a part of her as ecstasy filled her. She didn't know what was coming, but it made her feel alive.

Everything slowed down more, she felt her eyes grow and every sensation increase as the music got more lively. She smelled nature all around her, tasted the taste of her lover on her lips as she saw Fluttershy gracefully glide and land on the cloud, little puffs of the stuff twirling around her.

'If you, if you could return. Don't let it burn, don't let it fade. I'm sure I'm not being rude. But it's just your attitude. It's tearing me apart. It's ruining everything.'

The words to the song sung by the all griffon band struck a cord with her. She felt her chest tighten and her body tensed up. She couldn't relax or think straight, not with how radiant her mare friend looked, slowly walking toward her, as if she weren't stepping at all, but floating. She couldn't even breathe as their eyes met, seeing those beautiful blues make their way to her hurting soul. Finally, after what felt like an eternity, Fluttershy sat in front of her, and the speedster finally felt her voice return.

'I swore, I swore I would be true. And honey so did you. So why you were you holding her hand, is that the way we stand? Were you lying all the time? Was it just a game to you?'

"Fluttershy." was all Dash could say. It sounded so hoarse and ugly to her own ears, as if her throat was raw from constant crying. Fluttershy didn't seem to notice as her coy grin grew little by little, making the athletic heart pound faster. The look and the smile filled Rainbow Dash with such a relief she wasn't aware she was in dire need of. She had to focus to sit up, she felt as if all foundations in her body were crumbling.

'But I'm in so deep, you know I'm such a fool for you. You got me wrapped around your finger. Do you have to let it linger? Do you have to, do you have to? Do you have to let it linger?'

The words from the song kept ringing in her ears as she felt soft yet sure hooves glide over her body, making her shutter from the intimacy in such an innocent touch. She let those hooves rest over her chest, over her heart. The slight weight was setting a fire ablaze within her. "Do you have to let it linger?" she thought as her mouth went dry again, feeling a fool.

Fluttershy brought her face closer, until Dash could feel her warm breath on her muzzle. "Yes my sweet Dashie. It's me." Her soft sing song voice that was so full of kindness spoke softly. Yet it rang through the blue body, making the flashy pegasus smile like a fool in love.

'Oh, I thought the world of you. I thought nothing could go wrong. But I was wrong, I was wrong.'

Rainbow Dash quivered in the hold, feeling Fluttershy grab on to her tighter, spreading her gorgeous wings to their full glory. The way the sun passed through them, they sparkled like diamonds. Much like they way they looked when they were crystal ponies for a while. It took the breath away from Rainbow Dash again.

'If you, if you could get by. Trying not to lie. Things wouldn't be so confused. And I wouldn't feel so used. But you always really knew, I just wanna be with you.'

"Oh Rainbow, I have missed you so much. Didn't you miss me?" the yellow beauty batt her eyes just the right way. She pushed their lips together, not giving the bold mare a chance to answer.

Rainbow felt all her strength leave her as she felt a world of color explode from them, she landed back first on the clouds of their youth. She hadn't realized how cold she was until she felt the warmth that grew from between them. Now it felt like the music was coming from within her and all around them. Her whole body was excited with a deep feeling of content and happiness.

'But I'm in so deep, you know I'm such a fool for you. You got me wrapped around your finger. Do you have to let it linger? Do you have to, do you have to? Do you have to let it linger?'

She felt as her face contorted to an uncontrollable smile from the deep kiss. Their hearts beat as one as Rainbow Dash hungrily ran her hooves up and down the perfect body of her lover. She shut her magenta eyes, feeling a few droplets of tears escape as she wrapped her Fluttershy in her strong, blue wings.

"My Fluttershy. That sounds nice. Sounds right. Oh please let this linger." The thoughts of this perfect embrace raced through her mind as her body felt everything. Soon their moans for each other overpowered the music and sent her heart faster than a Sonic Rainboom.

'You know I'm such a fool for you. You got me wrapped around your finger. Do you have to let it linger? Do you have to, do you have to? Do you have to let it linger?'

They pulled apart eventually. Rainbow Dash let her head lay softly on the clouds, her eyes glossed over and happy, an open mouth smile plastered to her face. Her hooves relaxed their hold while her wings kept on holding tight. Her eyes eventually focused onto the pretty and loving face.

Fluttershy had leaned her head back and looked down happily to her lover. She wore that simple and subtle smile, long eye lashes blinking, each flash of those big eyes bringing life.

Rainbow Dash couldn't be happier than she was right now. To finally be allowed back with her beloved, no one around to pull them apart. She shut her eyes and took a deep breath. "I don't want this to end Shy." She let out in a much smoother voice. She opened her eyes and gently caressed the yellow face.

Fluttershy shut her eyes at the touch, true beauty that comes with peace shining through. She placed a delicate hoof over Rainbow's heart again. "It doesn't ever have to, my love."

Rainbow Dash smiled some more at the words as she brought her head up, shutting her eyes, and began kissing the mare of her dreams. She started losing herself in the kiss, the sound of music still in the air all around them.

All the peace and beauty came to a screeching halt as the pleased moans turned into pained gasps and screams. The taste of honey on her lips were replaced with the iron taste of blood. Warmth was lost to cold, and the new found happiness dissipated into fear.

Her eyes burst open as blood splattered onto her face. It was warm, it made her sick. She was frozen in horror as Fluttershy was slowly being pulled upward, her peaceful face now full of pain. She screamed horribly as she writhed in the mix matched claws that teared apart her wings and ripped open her sides. Rainbow Dash couldn't believe what was going on, she couldn't even breathe from the shock, vaguely aware her heart had stopped for the moment.

Rainbow Dash finally found the strength to sit up as she reached her hooves helplessly to her lover when Fluttershy was being pulled apart by her forelegs. She cursed her inability to move anymore as the claws connected to arms and then to the evil face of Discord.

He smiled wickedly as he slowly ripped Fluttershy apart, chuckling the whole time. He held the two halves of the pony by her bloody, broken wings "What, it's not all that bad." He laughed harder as tears fell from the rainbow mare's face. "I got the idea from you!" his voice sounding more evil than ever before.

Rainbow Dash let out the most gut wrenching cry which distorted everything she saw, heard, and felt. Soon, she heard nothing. She felt nothing. And all she was darkness. After a few moments for her mind to recover, she was able to hear her own whimpers, and she felt her own tears. She was terrified and alone. Then she started to see little white blinding lights. They grew in number, and before she knew it, she was able to put together the night sky and the stars that lived there. She focused on them, they were the only thing there besides her and her horrid thoughts.

Her whimpers turned to sniffles as she felt the rest of herself. And she was confused as the stars began to spin around and formed a midnight mane. She shook uncontrollably, wishing she could just die. She looked on silently as the Princess of the Night walked up to her.

Princess Luna placed her hoof gently under Rainbow's chin, filling her with calmness. She lifted her gaze to look into hers. "Do not cry young one. You are a warrior. And the realm between dreams, memories, and fears cannot hurt you if you don't let it." Luna spoke in a soft yet commanding voice.

Rainbow Dash coughed and shook, hunched over, confused. "What do you mean Princess?"

Luna smiled as she was able to reach her. "The one you fear and hate is a worthy enemy indeed Rainbow Dash. He can enter dreams, access and change memories, and tap into and utilize any fear that grips your heart."

Rainbow Dash blinked as she cocked her head to one side. It was all starting to make sense. The locations were a memory, the actions her sweetest dreams. And losing Fluttershy in such a violent way, her darkest fear. She felt control again as the darkness soon changed into the pond by Fluttershy's cottage, still surrounded by darkness. Her fear was pushed aside to make room for a need to understand.

"You mean Discord. He was the one who put me through this. I, I wanted to die!" Rainbow's voice became more desperate feeling the fear claw at her like a beast just from the mere thought.

The Mare of the Moon placed her hoof atop the rainbow mane, bringing peace to the confused pegasus. "Do not lose focus on your goals Rainbow Dash-"

Rainbow Dash stood taller, interrupting the wise advice of the Princess. "I only have one goal. Bury Discord in the ground."

The whole night sky started to shake, like a ripple in water after tossing in a pebble. Luna looked around, knowing she had to make this fast. "Discord is not your greatest enemy!" she spoke louder and with more conviction. Rainbow Dash flinched back, as she looked on, confused. "You are your own greatest enemy Rainbow, and only you can over come the obstacles you placed for yourself." Luna gave the young mare a moment to process such a thought. She could see her weighing it out in her mind, trying to figure out how she could be worse for herself than Discord. "You have the power Rainbow Dash. You have to make it through these feelings."

Rainbow was confused again, ready to cut her off when Luna raised a hoof and silenced her. "You need to be strong, for Fluttershy. If you break and crumble, she falls with you, and Discord will win and can never be reformed. You need to look past the lies you tell yourself, and these negative feelings of regret and unworthiness if you hope to help your lover succeed in this most important task of reform." Luna's voice carried more weight as their world began to ripple again, and she was slowly melting into the night sky.

Rainbow Dash remembered she had wings, as she flew her fastest to try and reach the Princess that was merging with her element of the night. ''Wait! Princess! I need more help! He can't possibly be reformed, we need him back to stone!"

Soon, all that was left of the former Nightmare Moon was her eyes as her midnight fur and gorgeous mane perfectly blended into the sky. "It is not up to you or I if he can be reformed. But Fluttershy alone. I can only interfere so much without disrupting the balance. Face your fears! Learn your worth! You have the key in your heart!" she called out in a distant voice as the sparkle in her eyes were soon too the night stars.

Rainbow Dash hovered helplessly alone in the empty void of the night. No earth or cloud in sight. Only the moon. She heard Princess Luna's voice again. Barely making out the words at first, until they repeated louder, more clearly, and in a more hyper and lighter tone.

"Wake up Dashie! Wake up!" Pinkie Pie was shaking the unconscious Rainbow Dash fiercely.

Rainbow woke up in a flurry of emotions. Her body did a few twists and landed roughly on the carpet of the library where Twilight Sparkle lived. Her head was spinning for a moment, and a swirl of colors soon slowed to form her close circle of friends. Her ears were still ringing as Pinkie leaned forward off the sofa she presumed she was lying on, a trail of questions coming from her super fast mouth.

"Oh my gosh! Dashie! I didn't mean to scare you! You just look like you were having one doozey of a nightmare! You were crying and mumbling!" Pinkie put a hoof to her chin in thought. "Well to be honest, for a while you looked pretty happy. Almost like you were having a wet dream! You were making little moans and hugging the pillow! Your wings even popped up and tickled me!" she finished with a smile as she snorted a laugh.

Rainbow Dash was all red now that her pink friend had blabbed that out. She avoided everypony's eyes as she placed a foreleg over her face. She was surprised to feel that the fur around her eyes and down her muzzle was moist from tears.

Twilight looked grumpy as she lightly slammed her hoof over Pinkie's mouth while shushing her. "Pinkie, give Rainbow a chance to come to her senses before you embarrass her to death!"

Pinkie only smiled sheepishly as she realized she went too far again. "Oops! My bad." She said in a slightly higher voice, wearing a nervous smile before hopping off the sofa and lifting the rainbow mare onto it.

Rainbow Dash tried to play the whole thing off cool as she rubbed the last tears from her eyes her eyes and looked at her friends. Nopony in the room wanted to mention how red they were. She looked to Pinkie first with casual stare that said she wasn't fazed, "First off Pinks, that wasn't a wet dream! I wasn't dreaming of anything sexual! It was purely a happy and innocent sort of thing."

Applejack nudged her in the ribs and gave a wink, "Of a certain yellow filly ya would like to be swapping spit with?" they all heard the way she said the name in her sleep. And Applejack of all ponies had first hoof experience sleeping next to the rainbow blur.

Rainbow Dash slapped the hoof away, red faced again. "It wasn't that kind of dream about Fluttershy. But yeah, it was nice having Fluttershy in my embrace again, until Discord showed up."

They all looked to each other, worried. They could not decide if it was just a dream. Rainbow Dash was the pony who got drunk and fantasized about all of them taking advantage of sweet Fluttershy out of her jealous imagination. But this was also Discord. He put thoughts in their heads which made them betray themselves and each other. So she could be making this up in her mind, but it could have been a tactic Discord was using that he could do to any of them. Even in their dreams they weren't safe.

Twilight placed herself in her friends' view, looking as serious as ever. She looked to Rainbow Dash first. "It sounds like it must have been an awful nightmare Rainbow. It could have been just that, a dream. Or it could be an actual attack by Discord. Who knows how far his evil powers reach. Would you mind telling us the important details, we should know all he can do while we search for a spell that can keep him under control."

Rainbow's eyes were hard and serious, the flash back of seeing her lover torn apart so realistically still fresh in her mind. She nodded once. She took a cup of water Rarity had brought her gratefully as she fought off the urge to shiver, the horrible feelings of Discord so deep in her subconscious again making her nervous. "Discord wasn't the only one I saw in my dream."

Discord was happily whistling a tune as he messed with some innocent passerby ponies from afar as Fluttershy took care of her animals' supper. He laughed evilly to himself as he simultaneously messed around in Rainbow Dash's dreams and memories. He already had all the information he needed from his little trip in her mind as she took a little nap. He became flustered as Princess Luna broke contact with her, no doubt warning her of his doings. "I swear Luna, sometimes you are more of a spoil sport than your sister!" he complained to himself.

He laid back in thin air, deciding he better not cause such a distress next time, so the warning doesn't go out to the watcher of dreams, "I don't want a certain high on her horse Princess to yell the order to turn me to stone again! That would be utterly boring!" he pushed the thoughts of the sisters who ruined his reign of chaos long ago aside as he focused on the love between the two very different pegasi. "A mix match pair indeed." He thought, almost proudly.

Discord was disrupted from his thoughts as he felt a soft little touch at his hoofed leg. He rolled his eyes, amused that she was so quiet she could sneak up on him. He completely turned his head around, making the shy pegasus jump back and squeal. He sighed again and rotated his body to join his head. He did not want to be completely rude, even a Spirit of Disharmony has manners, albeit fake.

"Hello Fluttershy. Did all go well with your… precious little animals?" he faked actual concern, already feeling bored.

Fluttershy finally got over her initial shock, deciding she had to get used to strange and unnatural things with Discord over. She had a bucket of worms set next to her as she hid partially behind her mane, a little nervous for what she was about to ask. "Oh, it went well, thank you. Things are a little more chaotic then usual. Heh."

He curiously raised an eyebrow at her as he seated himself on the ground. "Did she just try a stab at humor? A joke? A pun, no less?" he let out a small chuckle. Puns were his favorite kind of jokes.

Fluttershy scuffed at the ground, her smile getting slightly bigger, one bright blue eye making it through her think pink mane. "Their routine is all thrown off, I haven't even heard word from the Beaverton Family. So sorry if it took longer than necessary."

Discord could not help the small smile that formed on his lips. "It's sort of cute, how she expects a harmless, sweet, little thing like her to change me around!" his smile quickly went away, "Wait, did I just say cute?"

Fluttershy was nervous again, without hearing a witty response from her assignment. She cleared her throat to get his attention.

He brushed off her apology with a lion paw, "Please Fluttershy! I was locked in stone for a thousand years. Waiting a few hours so you can finish your rounds is no trouble!"

Fluttershy let go of a breath she was holding. She brushed her mane aside to look him in the eyes. "Oh, that's good."

Discord was starting to feel uneasy again from her constant kindness. He looked to the bucket of worms curiously. He bent over, still towering over the yellow pony, and pointed at it. "So what's with the grubs?"

Fluttershy's ears folded back as she blushed. "Well, I still have the fish to feed, and I just wondered if you wanted to accompany me to the pond?" He noticed as she took a step to the side and showed a simple basket as well.

So Discord floated above Fluttershy as she trotted, making lazy figure eights above her. "It is strange, it has been eons since somepony invited me somewhere, and even longer since they have offered up their home to me. What does she have planned?" he pondered as he studied her quiet and peaceful nature.

She trotted a little faster as they came closer to their destination. Discord was surprised he hadn't even realized they arrived. She even fluttered up to him to take hold of his dragon claw and gently usher him to the ground.

"We're here! Isn't it just lovely?" she sang out happily to be at her own private little watering hole. The ducks and frogs had already been to her house, now resting there while they were out. The only ones who never came to her home where the fishes who couldn't make it up stream.

He looked around at the boring old dull beautiful nature. He was unimpressed by the location. He had been around all parts of the world, and what he liked best was taking the most unusual parts and making a world of his own. He was very creative like that. "Ah yes, typical stunning, radiant, soul healing nature. So, what now?" he said in a monotone voice.

With a mere thought he made a tree bend sideways so he could lay across it. He looked to his host with dull eyes, just passing his time until his take over.

She smiled sweetly to her guest as she tilted her head to the pond. "Well, come here silly, and I'll show you!" she giggled lightly at the look on his face as she gracefully glided to the edge of the pond.

Discord followed reluctantly with an annoyed grunt. His long snake like body was all around her in a moment, his eyes looking toward the still water. He felt as her long tail brushed against his arm unintentionally as she curled down on her belly and began singing a little tune, none of which had any real words. Somehow, the sound brought a still calmness to his heart he wasn't accustomed to. He studied her as she had her face low to the water. He finally stopped looking at her when he saw the rippling of the water, and a group of fish heads came out.

"Hello my little friends! Sorry for being late for feeding time." She happily chatted with her fish friends.

Discord groaned inwardly as she introduced him to each fish. "Why do these fish have names? Why does she even care? And why are they so stupid that they jump and greet me so eagerly, don't they sense who I am like the rest of the boring animals around here?" he waited patiently as Fluttershy introduced the last one.

That's when Fluttershy grabbed the bucket of worms. Discord raised an eyebrow as she picked a few up gently in her mouth and tossed them in the water. He saw as the crawlers wiggled their last wiggle. He took the few Fluttershy had offered him and did the same. They sat there for a while, tossing some worms in for the fishes,

Discord was intrigued. "Fluttershy, don't you feel bad, essentially tossing these poor little worms to their deaths?" he looked to see her face grimace slightly, wondering what exactly went through her mind.

After a quick pause she looked at his red eyes. "Well, I do feel bad to have to use them for feed. I make sure they have a very happy and long life, but unfortunately, this is how the food chain works. To spare one species from what nature intends, would mean the unnatural deaths for others. If the fish don't get their worms, how are the bears and birds to get their protein?" she had a look of bitter sweet to her. "They might go hunting other animals that shouldn't be hunted for their food so often. Rodents would go down, making an unusual increase for bugs, and so much more. Everything would be off balance."

He was quiet while she explained. Making things unbalanced was sort of his thing, he didn't really see the harm in that.

"My special talent is the care of animals, and that includes the eventual death, as hard as it is. I try to keep things as fair as possible."

Discord patted her back playfully. "Well, the natural order of things seems boring. You should try and mix things up and see what they would do. I could easily put worms at the top of the food chain?" he offered.

Fluttershy shot him a glare, seeing him smile from pushing her buttons. "They already feed from the dirt the rest of the dead animals are in. Each creature has their place in this world Discord. Even you." She could not believe she just said that.

Discord's eyes flashed with a challenge. "I do so love a battle of words!" he thought to himself as he watched the fish dance happily in the water. "You ponies are as high above worms as I am above ponies. Why trouble yourself with something so meaningless?"

Fluttershy held her own as she answered back quickly. "Because, even the small, and to some ponies, meaningless creatures actually matter a great deal. They help all of nature flourish, something so beautifully intertwined."

"Well, that beautiful nature that you love so much is as dull as mud. Give me chaos, real reason to fight and live!" he retorted.

Fluttershy enjoyed the shade Discord was giving her as she leaned to his side, shutting her eyes. "I have to keep certain animals in check, for the benefit of themselves and the rest of the creatures. You want to turn everything upside down to entertain yourself. It's rather selfish, don't you think?"

Discord tensed up at the words. He may be chaotic, but he still didn't like to be insulted. "As I said before, I am as high above ponies as they are above worms." He justified himself simply.

Fluttershy crossed her forelegs, fully lying on the grass. The quiet pegasus relished the cool soft grass beneath her, and the cool wind blowing through her mane. She rested her head on her hooves, rather enjoying this one on one time with Discord. It was a good chance to get to know the real him. "As I see it, Princess Celestia and Princess Luna are on the same level as you in power and experience. Even higher since they defeated you long ago." She smirked to see him frown just a bit, remaining quiet. "Yet they don't go interfering in other's affairs. They keep things in balance. Not even granting eternal youth or life, or completely destroying cities, or taking over all lands." He shot her a dirty look, to which she couldn't stop the twitch become a smile. "No offense." She added in good faith.

He smiled back, letting himself sprawl on the ground beside and around her. "Hmm, they honestly just got lucky. If things had played out fairly." He shook a paw in the air, seeing Fluttershy giggle at him wanting things to be fair. He chuckled some as well, enjoying seeing her like this. It had been an awful long while since he had a real talk to stretch his mind. He always did enjoy changing others ideas on everything. "I suppose since you defeated me once, and put in charge of my stead, you believe you are higher than everypony!" His red eyes met her blue ones, ready for a response to twist.

She smiled again, shutting her eyes. "Oh I don't, because I'm not better than anypony." She watched as Discord tossed a few more worms in. "You see, I believe everypony deserves respect, love, and a chance to be happy. So in that, I believe we are all equal." She watched as some birds flew by, and waved at them.

She looked to Discord, who was waiting for her to continue. "And even though the Princess left me in charge of you, I didn't defeat you. As you remember, it was a team effort. And even then, it didn't truly fall on any of us, but the friendship we shared."

Discord blew a raspberry at her, the memory still clear. "Friendship. A bunch of phish posh." He reached back in the bucket and noticed it was now empty, a little surprised at how fast time was flying.

"Friendship isn't that. After all, it was powerful enough to seal away the Spirit of Chaos. Or change back a hurt sister from an evil spirit. And even stop an evil king." She corrected, seeing him roll his eyes, yet seeing the thoughts go through his head. "One can't possibly be alone forever. Everyone needs someone in their life." She saw as his face changed somehow. "Is that sadness I see?" she asked herself.

Her voice grew softer. "Even when I was a sad, shy young filly, I had ponies and animals to turn to. Rainbow Dash, my mother." She saw him avoid her eyes, obviously wanting to avoid the subject. "I better do this carefully, maybe I can learn why he wants so much chaos."

She scooted a bit closer to him. "Surely you have someone who you care for, someone who loves you?" she felt the air become more tense as he remain quiet. "A mother, perhaps?"

"I never had a mother." Discord blurted out, looking away. He slowly turned his head to face Fluttershy again, seeing her hold a hoof to her mouth.

He thought it strange, that she even cared, after all, he stopped caring about the fact. Or at least put it out of his mind until today. And he pondered why it made him feel good that she concerned herself with him.

"Or at least, I don't believe I have a mother?" he held a dragon claw to his chin, twirling his soul patch. "As far as I can remember, I just existed one day. It was ages and ages ago mind you. I was once tiny, and alone, with the power to create whatever I wanted."

Fluttershy took this all in. She even felt her eyes water, feeling sad at how lonely it must have been. "So, you never had anyone to care for you?" she thought out loud, to which Discord heard.

He looked to her sad face, and felt a twinge of guilt at her watery eyes. He ignored it, deciding it was time to talk about this, seeing as there was nothing she could do to change his past, or stop his plans for the future. "Well, after a few centuries of being on my own, I eventually found two ponies. Alicorns, actually."

Fluttershy's eyes grew wider in surprise. "You don't mean?" she wasn't even sure if she could finish her question.

Discord laughed full heartedly, "Yes, Discord, Celestia's greatest enemy and disturber of the balance, used to be buddies with the two of them." He almost smiled at the fond memories from their youth. He stopped it though as their betrayal replayed in his mind.

"So, you three were close?" she asked, seeing him nod slightly. "What happened?"

Discord's expression changed to that of disdain as he avoided her eyes. "They became pompous little goodie goodies! Everything having to be just so, day and night! Suddenly chaos was no longer welcomed, as was I! And soon I realized what I thought was friendship was actually a way for them to control me! From then on I knew friendship was not for me." He finished bitterly. "Not that it's any of your concern. It was over a thousand years ago." He crossed his arms and pouted, wondering why he felt comfortable enough to tell her that in the first place.

Her ears folded back, feeling rude. "I'm sorry." She said in a soft, timid voice. She felt bad, feeling that there was pain he was trying to hide, although badly.

Discord felt those negative feelings from making her revert to her quiet state. He almost wanted to comfort her, but put that silly inclination aside. His ears turned to the sound of her fiddling with the basket.

"Oh darn! I can be so absent minded sometimes! I forgot the hoof sanitizer. I would feel bad if we enjoyed these snacks with dirty, hooves, or paws, as it were." She admitted in an embarrassed tone, not liking to let others down. She blinked her innocent eyes at him.

He held in more laughter as he stood up. "Hello!" he hovered in the air, stretching to his full size. "Spirit of Chaos here! I can just as easily bring us a sink with soap."

Fluttershy jumped a little when those items appeared beside her. She smiled softly to him, thankful.

He did a small bow, "All you need do is ask."

She started on her hooves, "See, I knew you could use your talents for good, as small as an act as it may be."

Discord's eyes fell out of his head, feeling a fool for being tricked. He washed his paw and claw once she was done, then sat at the little picnic she set up. Once she brought out all the food, he saw her shiver. "Weak ponies, so easily swayed by little things such as weather." He snapped his claws, and a small blanket was on her, and a hot pot of tea was between them.

She was surprised by his kindness, maybe she was wearing off on him. Little did she know that Rarity was now missing her accent throw from her drama couch. "I hope you enjoy cucumber sandwiches!" she announced, proud of her work.

"I'm sure they will do!" he said in a snobbish tone, secretly delighting in their simple, yet rich flavor.

He looked at her neatly eating the little snacks and slowly sipping from her tea. The picture perfect polite pony. Usually he hated anything like that, but with Fluttershy he didn't mind so much. He thought back to what she had said earlier. "So, Fluttershy. You said everything has their place in this world, even me. Do tell, what is mine?"

She was still holding the hot cup between her hooves, smiling in it. She already had this all figured out by the time she agreed to taking him in. Now she just had to make sense of it with her mouth.

"Well Discord, we all have our life's purpose, mine is simple, yet difficult. I care for animals. That means the good and the bad, from birth to death. Even though that may have caused my odd personality, and eventually being shunned by some, it is what I am built for. And what I do has purpose, it keeps all the little animals I encounter alive and happy."

Discord remained quiet, wanting her take on what her talent has to do with him.

She showed him her flank, and the three butterflies that were her cutie mark. "That's why this is here. Now, I know you don't have a cutie mark, but I believe your special talent is chaos."

He laughed at her words, "Well, of course it would be! But how does that fit in your perfect little world?"

"The same way death has its purpose in life. How could we have good without the bad? Or happiness without sadness? Or peace without chaos?" she gave him a moment to process the words. "I'm not talking about turning the whole world upside down though. I know it is hard to control your chaotic nature, just like it is hard for me to overcome my shy nature. But the world needs just a little chaos."

She finished the last of her sandwich, Discord doing the same. "Most ponies try so hard to control everything. When life isn't about perfection, but all those little imperfections." She showed her wings, Discord making out the faintest hints of scars. "We should never go and do these things on purpose, that would be wrong. But, getting over the normal chaos makes us stronger, smarter, and more understanding of others."

She folded her wings again, sipping her tea. "Everything in their limit of course. I have never met another creature like you Discord, and I doubt I ever will. But I think you may be destined for a cutie mark."

Discord's deep thought from the deep explanation was ruined by the last statement. "Me, have a cutie mark? Like you ponies? Oh Fluttershy, you should be a comedian!" he laughed so hard he had to roll on his back and focus to breathe.

Fluttershy smiled her knowing smile and let him catch his breath before continuing. "Well, my kindness to animals is what gave me my cutie mark. But when I was on the ground the very first time, I sang and played with them, which many would consider kind. But it wasn't until they were frightened, and I comforted them, did I truly receive my mark."

The words started to make sense to the nonsense creature.

"It al happens in the right portion, and with reason. You just need to find your real reason in the right amount. Not just chaos for the sake of your enjoyment."

Discord smirked at her, "Well, a lion doesn't concern himself with the opinions of the sheep." He feigned insult, trying to ignore the sense she was making.

Fluttershy was ready for that too, having taken care of sheep and lions alike. "Then why is this proud lion asking his place in the world from this weak little sheep?" she questioned back in a mocking tone. She surprised herself at how comfortable she got with Discord in one afternoon.

Discord was stumped. He laughed again, clapping his lion paw and dragon claw, "Bravo Fluttershy! You got me there! You make valid points, and I really hate to admit it!" He stood, and with a snap of his claws, the picnic was put away, and he noticed the sun was setting, and the moon rising. "Time sure flies by when feeding animals, doesn't it? I suppose it wasn't as tedious as I thought."

Fluttershy let him hold the empty bucket and basket, hovering next to him, still finding it hard to believe she was having an evening stroll with Discord. "Yes, well I am finding out things aren't as bad as I make them out to be either. Maybe you will join me on feeding the other animals tomorrow?"

Discord hovered above the ground. "Only if we can have more enlightening conversations like this?"

Fluttershy smiled proudly, as proud as she was tornado day. "I promise, as long as you are on your best behavior."

"I promise." He would indeed behave until tomorrow morning. Today he got enough done to do that. But once it hit the afternoon, he would be back to his devious intents. After all, he had a hunger for some spells that could ruin his plans.

Rainbow Dash was back at the library, the sun was setting, and still no sign of Fluttershy or Dipcord. All her friends were worried she hadn't been sleeping well since the break up. Her best night sleep was when she stayed the night at AJ's. And with the new threat of Discord entering her dreams, Twilight offered her place.

"Worst case scenario, you can help me look for spells to battle Discord. At least your insomnia will be used productively."

Rainbow Dash laughed at Twilight's words playing in her mind. "Only Twilight!" she said aloud before letting herself in. She was greeted by the studious unicorn who had taken a small break to ease her strained eyes. "Hey." Was all Dash could say, feeling like a failure.

The lavender pony frowned, "I take it, it didn't go well." She assumed.

Rainbow Dash crashed on the sofa, blowing the strand of mane from her face. "They weren't even there! Angel said they went out to feed the fishes at the pond! Who knows what evil plans he is setting for her!"

Twilight was bringing her a tea, confused. "Angel said?"

Rainbow Dash wasn't even looking at her friend now, she felt so low, "Yeah. Since living with her, I have gotten a lot better at understanding all the animals, especially Angel's charades! I made a deal that if he does anything dastardly, to come tell me right away! He hates Discord's guts as well, so he promised he would, and to keep an eye on Flutters as well."

Twilight put a hoof on Dash's shoulder. "It will be ok Rainbow. I called all the girls over, Fluttershy excluded. I think we should look for a reforming spell, just change Discord to good with magic."

Rainbow was on her hooves in an instant. "Really, you can do that?" she asked happily. She was ready to pounce the unicorn right now.

The student of Celestia smiled proudly. "I believe we can. Although, it may be considered black magic, something I have never tried before. For good reason, it goes beyond morals, but this is an emergency. We can all start looking!"

Rainbow Dash already started flying and bringing down the magic spells from the top shelves, barely able to keep steady the big stack. "Consider me in! Oh, and Twilight?"

Twilight was already using her magic to bring down the books from the middle. "Yes Rainbow?" she looked to her colorful friend.

"Thanks again, for everything. I really couldn't stand another night of sleeping alone. Not after what I've had with Fluttershy." she said with a blush, embarrassed to admit she needed help sleeping.

Twilight understood it was a platonic sort of sleep over, and that Rainbow Dash was truly thankful for any kind of help sleeping. "You bet Rainbow. I can even put a sleep spell that will last six hours, a deep and dreamless sleep. If you want?"

The prospect sounded heavenly to Rainbow Dash. "Maybe pal. First things first, we either reform Discord, or make him stone again!" she looked back to the books and started on those.

Alrighty then! Chapter is up! Sorry for the wait, I got this one done faster than the last two I believe. The song in Rainbow's dream was Linger by the Cranberries. I know it used the word finger, which ponies don't have, but I felt the song was perfect for the dream, so just pretend it was sung by a griffon. I tried to have the mystical feeling of a dream before Discord invaded. I also tried to have some Luna in there, expect more of her. But my main concern for this chapter was having an actual foundation for Fluttershy's and Discord's friendship. I wanted there to be actual chemistry, with real clash of ideals, and connections to show how similar they can be. I hope I did that, since that was lacking in the actual episode. I really believe that Discord doesn't ever have to use force, just manipulation, so having a battle of words is the proper way to bring him down, or to the good side. These few chapters will be focusing on Rainbow Dash and Fluttershy separately, so the actual love conflict will be on hold for at least one chapter. I also have a bit of inspiration from Nightmare on Elm Street and Game of Thrones, plus an alteration of a stunning line from X-Men made by Apocalypse . Please let me know what you think, and if you enjoyed it. And as always, thank you for reading, and taking the time to hit the follow button and to let me know how I'm doing as a writer!

Forever Grateful,

The Queen Baby