A whistle blew as a train pulled out of the station. In a nearby clearing sat two mares one's hair was all the colors of the spectrum and the other had a white coat and a head covered with purple locks. The white one reached around the other as she cried softly.

"Darling, how could you not of told her?" Rarity asked Rainbow. Rainbow shook her head, never wanting anyone to see how she was, scared. Who isn't scared of a future? Many claim not to be but for few is that true and those few are foolish. Rainbow sat silently so Rarity repeated herself. "How could you not of told her?"

Still silence followed. Rarity cleared her throat and began, "How come you-." Rainbow snapped she shouted unable to control all the emotions, like a pot of boiling oil, hot and dangerous to the touch, "I'm scared!"

A waterfall of tears followed, and words came pouring out like a tap spun to full. "I was afraid of how you would all react, I was scared that she wouldn't feel the same or worse," She slowed, "She would be disgusted." Her voice choked and tears coursed down her cheeks.

Rarity reached around her friend pulling her into a hug and said, "Look to the deepest part of your heart and tell me what you feel that you should do."

Rainbow let out a shaky breath and thought. She knew the answer, to tell them both, but her mind was clouded over by doubts and fears. I've got to tell them. Though her mind was set her mind tried to delude her confidence with endless thoughts of worry. What if this, and what if that, but despite her unsteady thoughts, Dash stood up, Rarity's hoof falling away, as she stated, as though there were no other courses of action, "I'm going to tell them."

Rarity stood up with her and said, "Come on they still should be at the station."

Every step Dash took towards the station doubts assaulted her mind. Her steps were getting slower and each time they covered less distance. AT the steps up to the platform she came to a complete stop, body rigid with fear. Rarity nudged her from behind and Rainbow began climbing the steps.

She closed her eyes on the last step and heard, "What's up guys?" Dash opened her eyes to see Spike sitting on a pile of luggage. She quickly glanced all around the station.

"Looking for the others? Pinkie wanted to show Flash the town and I said I could help Rarity with her luggage." Spike said. Dash let out a breath she didn't realize she was holding. A rush of cool relief surged over her body, but her mind was set she would tell them soon.

Pinkie and Flash

Pinkie skipped happily down main street showing Flash the town. Her mouth was running away like a dog chasing squirrels, telling Flash about each home owner and introducing him to everypony. Every pony Flash met was happy and kind to him.

He was surprised when no one recognized him from the circus posters. This truly was a heavily secluded town, just on the border of the Equestrian map. He looked behind him at all the shops and homes they had already passed. I'm going to like it here. Lost in his thought Flash ran into someone and stumbled back.

He looked forward and saw Pinkie looking at him quizzically. Flash rubbed his head and apologized, "Sorry Pinkie, I wasn't watching where I was going."

With a shrug Pinkie said, "It's ok Flash. As I was saying this is where I live," Flash looked up the structure in front of him. It was a two story bakery with large display windows on the first floor. Inside one could see delicious treats galore, such as piles of cookies and cakes of every flavor and size.

Pinkie led Flash inside and had him sit at a table in the corner. She quickly disappeared along with her luggage but before she went she told Flash, "Wait right here."

Flash sat quietly and looked around the shop. The place seemed to be deserted despite the number of ponies on the street.

A door opened and Flash started, "Hey Pink…" But to his surprise a blue mare was standing in a doorway behind the counter. "Oh I'm sorry Hun, were closed right now."

Flash stood up. "Sorry Pinkie let me in and…" The blue mare's eyes lit up. "Oh, Pinkie's back? That's great." She called out, "Pinkie where are you, you little ball of energy."

Pinkie came to the kitchen door and said, "Hi Mrs. Cake!"

Mrs. Cake smiled at Pinkie, for she had become like another daughter to the Cakes over the years. "When you'd get back, honey?"

"We just got back. Actually I just put up my bags." Hugging Pinkie, Mrs. Cake said, "Oh that's great dear." She let go and gestured happily at Flash. "Who's your friend?" Flash began, "Hello Ma'am I'm…" but again to his dismay he was once again cutoff, "Oh. He's Flash Fahrenheit, also known as Blazing Angel."

"Oh my, a celebrity," Mrs. Cake said as she walked over to shake his hoof. "It is a pleasure to make your acquaintance. If you don't mind me asking does this mean the carnival will soon be coming to town?"

"Actually Ma'am I am no longer with the Emerald of Life." Raising an eyebrow quizzically Mrs. Cake asked, "Is that so? Why'd you leave the carnival? Was it to go solo?" Pinkie bound up. "Actually Mrs. Cake you see there are these guys, there not ponys, ones a Minotaur…" Flash cut her off, "Let's just call it a Pony Resources problem." Pinkie wondered why Flash had stopped her.

A ding went off in the kitchen. "What was that Pinkie?" Flash asked. "Oh boy there ready! I'll be right back." Pinkie was stopped by Mrs. Cake, "Now Pinkie dear, you have company I'll go check the oven for you."

After she had left the room Pinkie asked Flash, "Why didn't you tell her what happened?" Flash, raised his head from the back of the booth seat. "Pinkie no one wants to hear some sob story of a guy they just met." Pinkie laid a hoof on Flash's and said, "That may be how the carnival worked, but here in Ponyville ponys do. People want to get to know you." "Ok Pinkie, whatever you say."

Mrs. Cake walked in carrying a plate of freshly glazed cinnamon rolls. She set them in front of Flash and slid into a seat. "Now tell me about this 'Pony Resources problem." Flash hardly registered the words. He was staring deeply at the cinnamon rolls. Each one was heavily layered with cream cheese and still hot from the oven. Looking straight at the cinnamon rolls he said, "You have no idea what I'm going to do to you do you. Well first I'm going to nibble around the sides a little but you know that won't last, you're too delicious for that. Soon I'll be munching on you so hard…"

He reached out for the largest one but a pink hoof blocked his way. "Not until you share," Pinkie said. Flash slumped back reluctant to share his life story. Honestly I just met one and I barely know Pinkie. Despite his logic all he could see was the golden deliciousness of those baked goods.

He sat up and crossed his hooves in a business like manor, "I'm a reasonable stallion and you seem to be business mares yourselves. How about you give me two and I'll start a story."

"One," the response was instant from Mrs. Cake. This earned a chuckle from Flash. "You think I'm going to spill over one no way." But Mrs. Cake was firm. "One to start, then you'll get some more when you finish. Flash slumped in defeat and muttered, "Fine."

Flash reached for the same one but was cut off by Pinkie, who handed him the smallest one. Taking it in hoof he glared at the two mares as if to say, "You've got to be kidding me." But this was no joke, they were serious. Flash bit into his cinnamon roll. His eyes went wide at the flavor. No doubt this was the best cinnamon roll he had ever tasted by far. He eagerly bit into it again and again trying to savor the flavor but alas it was gone. "We hardly knew yea but we could tell you were far to heavenly for this mortal plain. In remembrance of Charlie the Cinnamon Roll," Flash tilted his head forward letting his blue and red mane fall over his eyes.

"Come on tell the story." Pinkie said rolling her eyes at a gesture to silly even for her.

"Alright but I must warn you it's a long tale, one of death, one of sorrow, but now one of hope."

A/N Hey, I'm finally all set up. Soon I'll hopefully be able to pump out chapters at full speed because, this week is finals in school and conference as well. Go on review, make my day…