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It was a beautiful sunny day in Ponyville, an absolutely perfect day. An overall great day to be doing things in the great outdoors. Breezy, warm, the birds singing, flowers alive with life, it was wonderful.

To be outside, this was especially the case for two of Ponyville's residents. Two pegasi, out in the middle of a field near a willow tree, on a red and white checkered blanket, having a picnic. All kinds of food was strewn about for their little lunch, along with a thermos of fruit punch.

Fluttershy and Rainbow Dash were together on a little date, just sitting out having a picnic together. On the grass nearby, their pets, Angel and Tank, were just happily grazing along and doing their thing. So while it was also a little playdate for their pets, it was a very special date for them too.

Having gone to fetch something from a secondary picnic basket, Rainbow Dash produced a big white box from it, to which Fluttershy curiously watched to see what it was. Only to be told to turn around. She did so, patiently waiting for her fillyfriend to come back.

After a few moments, Rainbow Dash came hovering over, holding a cake in her hooves. A chocolate cake decorated with yellow and light blue frosting, along with a couple of lit candles on it, like a birthday cake of sorts. She grinned widely, lowering down next to Fluttershy.

"Happy Anniversary, Fluttershy."

"Oh, Rainbow...!" Fluttershy brought her hooves to her mouth, wide-eyed with happy surprise.

Placing the cake down in front of them, Dash sat on her haunches next to her companion. She even extended a wing, placing it over Fluttershy's back. "Yeah, I know it's late, since we were both busy on the actual day. But I guess since we were going on a date today, figured it was better late than never. Um, so yeah! I had Pinkie make this for us this morning. ...Aw man, I'm no good at this mushy stuff! I had a whole spiel all ready for you! Darn it!" The cyan pegasus pouted, looking downward. "But I wanted this to be special."

"Rainbow..." Fluttershy snuggled against her happily, kissing her muzzle. "Let's blow out the candles, together."

A goofy expression crossed the protector's face as she smiled at her cuddling partner. "Sure.!"

Both lovers blew at the same time, extinguishing the flames. Fluttershy let out an excited squeal and cuddled back into their fillyfriend.

The still grinning rainbow maned mare reached down, taking a knife and cutting a slice. She scooped it up carefully and presented it to Fluttershy. "Open for the flying saucer, snuggly."

Fluttershy giggled softly in a manner that made the tough mare's heart melt at the sound. She opened her mouth, accepting the offering and chewed with a blissful look upon her face.

"Is it good, or what?" Dash grinned, glad to see she liked it.

"Mmmmm..." The happy pony nuzzled her mate. "Yes... My turn." Fluttershy took the knife, carefully slicing off another piece of cake. She scooped it, holding it up toward Rainbow's mouth, making sure not to drop it. "Open up for the Fluttershy express! Choo choo!"

Rainbow fought not to erupt into laughter and instead complied with a loving look written all across her muzzle. She chewed slowly, savoring the taste. The cake was as sugary and sweet as all of Pinkie Pie's creations and yet combined with the loving warmth of the pony next to her, it became a totally amazing anniversary cake.

Eyes twinkling, her smile growing, Fluttershy leaned in and kissed her lover gently on the lips, pulling back and looking into her eyes, "Happy Anniversary, Rainbow Dash... I love you..."

"Happy Anniversary my Fluttershy. I love you too..." She gave her a kiss back, holding it, savouring the moment.

Creamy yellow hooves gently ran up to the prismatic mane, running through the strands lovingly. Fluttershy kissed back, moaning sweetly at the back of her throat and bringing herself closer to the cyan pegasus.

Cake forgotten, the bold cyan mare ran her own hooves along Fluttershy's back, mingling with her delicate wings and soft pink mane. The strong pegasus gave off a sensual growl, softly, aggressively at the back of her throat as she pressed on with the kiss. Wings flaring, her tongue pressed against her lover's lips, asking for entrance into it's familiar territory.

Fluttershy opened her mouth in response, allowing the entrance of Rainbow's tongue, to which her own rose up to the occasion and timidly met the other. She could taste their picnic lunch and the cake within Dash's mouth, along with her own unique flavour that Fluttershy could never get enough of. She hooked her hooves around her neck, still occasionally running one through the multi-coloured strands.

"Hi girls!" The unwanted sound of Pinkie Pie broke the moment of passion causing Fluttershy to squeal and hide under the protection of her marefriend.

"Pinks! What gives?" Rainbow Dash complained, pulling her flushing cheeks away from her partner.

"Hee hee! Sorry to interrupt your makeout session, Dashie!" Pinkie said, undeterred. "But Twilight's got something going on at the library and told us to meet up there!"

"Oh. It had better be good. I was in the middle of something important."

"Um...we'll just take Tank and Angel over to my house and we'll be right there..." Fluttershy said softly.

"Great! Now to get Applejack and Rare-Rare before they start smooching!" The happy ball of pin bounced off.

"Applejack and Rarity are dating?" Fluttershy softly asked.

"I have no idea... Maybe it's just Pinkie Pie being Pinkie Pie."

"Good point...." Fluttershy agreed, nuzzling her. "Well...we'll just go see what Twilight wants, and then we'll pick up where we left off later, okay? We can leave the food at my house, too."

"Sounds good to me, pal. Tank and Angel can guard the fort." The daredevil pegasus took off, fillyfriend in tow.


"Why do we have to go to Canterlot?" Dash complained softly as the train continued on it's way.

"Silly Rainbow..." Fluttershy snuggled deeper into her embrace. "We have to support Twilight."

"But why? We all know the egghead it going to pass her exams. So what's the big deal?"

"Well, yes..." Fluttershy shrugged a bit, still snuggling her lover. "But it's still important to be there for her, nonetheless. Just as how you want us all there when you accomplish a new feat."

"Okay...okay. I think I got it. But as soon as we get home I need to finish our little Anniversary. Snuggly wuggly isn't getting out that easy."

Fluttershy giggled and gave her a half-lidded smile, "I never said I wanted out of it...but I'll hold you to that, nibbly-wibbly..."

The nibbler giggled softly, giving active reason for her soppy nickname. Fluttershy giggled and squirmed under the gentle ministrations the bold mare was giving her ear.

"Rainbow...not here..." Fluttershy giggled, squirming.

"What? It's only like the other two snugglers are here too. They won't care." She pressed on, eliciting further giggles of delight at the sensual treatment.

"It tickles....!" Giggled the creamy yellow pegasus.

"Gee! You two are like an old married couple!" Pinkie re-appeared.

"Pinkie. Out." An annoyed Rainbow Dash pointed to the entrance.

"But RariJackie are engaged in cuddly wuddly time too... I'm bored..."

"Pinkie, we'll go on a pranking spree after we get back." Rainbow promised. "Now go find a way to entertain yourself, okay?"

"Yay! Prainking trio of Pinkieness!" She wooped, dancing off.

"W-What??" Fluttershy's eyes went wide at the implication.

"And don't you get any ideas, Fluttershy. I'll marry you one day. But not quite yet." She kissed her gently upon the muzzle.

Fluttershy beamed, blushing heavily and nodding. "Oh, Rainbow....I'd love that... Um...actually...I meant...erm...well...Pinkie... Trio of Pinkieness? She doesn't mean...all three of us, does she?"

"Well that means either she has found a pranking stallion of a date... Or you're coming too." She smiled encouragingly at her fillyfriend.

"But...But...I don't like pranking! It can harm somepony or mess things up for them...I'm not good at it!"

"Hay... It's not that bad. You'll have your awesome marefriend with you every step of the way. I'm sure you can do it. I'm sure your command of animals could provide a few new fun panks." She smiled like a naughty filly at the idea.

"But...But..." Fluttershy pouted, hiding behind her mane. "I'm just going to mess things up. I'm going to ruin your pranks. You don't want me to do that. Really...don't take the chance..."

"It'll be fine... I'll be there every step of the way holding your hoof. We can pick easy targets first." Dash grinned appealingly across at her.

The shy pony wanted to protest further, but decided against it. It wouldn't get them anywhere. Instead, she knew the best thing to do when they had a disagreement was to compromise. "...All right. I'll prank with you two. But if somepony gets badly hurt, I'm calling it off and we're going home. Deal?"

Dash smiled, spitting into her hoof and holding it to her. "Deal."

Smiling as well, Fluttershy spat into her own hoof then clapped it against hers. "Wonderful."

The gesture made Dash grin and want to laugh. While it was pretty funny to see Fluttershy of all ponies do that, she couldn't help but find it pretty attractive, too. Her smile widened as the shy mare wrapped her hooves around her and enveloped the cyan pegasus in a warm hug. In return, Dash flapped her wings and closed one around Fluttershy, leaning her head against hers.

"Guess it won't hurt going out there too much..." Dash conceded.

Fluttershy giggled, "Not at all. Mmm...we haven't been there since the wedding..."

Rainbow giggled softly. "Now Pinkie's got you thinking of weddings, hasn't she?"

"No....!" Fluttershy blushed immensely, shaking her head. "No no no...not at all...I mean, well, yes, I think of it! I" She hid her face in her mare's neck. I'm not trying to pressure you into marriage, Rainbow...I swear..."

How in the world did everything get so veered off topic? They were all on a train to Canterlot, to meet up with Twilight and support her on the exam she was to be given. At the same time, they were worried, and hoped she would make it through okay without losing it too much. Then the topic of pranking comes around, then marriage, then back to their trip, and then marriage again.

What was going on here? To think their day started with the relief of having time to spend together and go on a little date.

Fluttershy did indeed think of it sometimes, the idea of them getting married one day. The Royal Wedding from before had been enough to plant the seed into her head a bit moreso, but that was normal with weddings. Just about anypony would have it on the brain after having attended or helped organize a wedding. She even fantasized about what it would've been like if Rainbow ever proposed, or if she herself proposed. But despite that, she knew now wasn't quite the right time. Especially since her lover may or may not have been entirely ready to get married.

"You know..." The sound of her lover's voice made Fluttershy jump. Soft chuckles and a comforting hoof rubbing her back calmed her down again.

"If you did want your fillyfriend to... I could." Rainbow grinned.

Fluttershy gasped, her eyes going wide. "R-Rainbow...I...well I..." She blushed heavily, unsure about how to respond.

"Guess I'll just have to pop the question later then. It's okay." She planted a big kiss on the blushy pegasus's nose.

"...Rainbow..." Fluttershy managed, her voice trembling. "...Do you want to get married? Really?"

" I figure it's probably something you'll be more into than me." She thought for a few seconds, gazing into the eyes of the pretty mare in her hooves.

"....I see...well...I...oh, well... I'd love it if we got married...but on our own terms, together, because we want to..." Fluttershy whispered, nuzzling her lover. "Whenever we're ready, it certainly doesn't have to be in the next few months."

"Plus... I've always wanted to publicly say... This is mine." She ran a hoof along Fluttershy, showcasing her point.

"Hee...." Fluttershy giggled, liking the idea. "And I've always imagined you'd throw a Sonic Rainboom during our wedding..." She confessed.

"Sonic Rainboom is old... I'm thinking... Double Rainbow..." She waved a hoof through the air, illustrating the point.

"Double Rainbow?"

"Yep. You and me. I'll take you for the fasted ride ever."

"...Oh...I see...." Fluttershy fiddled with her mane and glanced away as she mulled it over.

"Hey... Don't worry." She grasped the nervous mare's forehooves in her own. "I'm sure it'll be awesome. You'll be completely safe too, dear."

"...Okay...." Fluttershy smiled, leaning in to nuzzle their noses.

"Good. Now don't tell anypony my sneaky plan or they'll think I'm stealing the prettiest mare in all of Equestria for something..." She giggled like a naughty school filly.

"Hee!" The creamy yellow pegasus beamed and stole a sweet little kiss. "I won't, Rainbow. We haven't even decided on anything, anyway, so I wouldn't talk about any certain details at this point... Oh, I'm sorry if you feel rushed, you don't have to! We're not ready to get married yet, oh no! I mean, sure, one day, and I am telling you I'll say yes, but...meep..."

The bold mare licked the shy one's nose, succeeding her. "Me... rushed? I'm the one who goes too fast for everything. We will take this at your speed. All you gotta do is give me hints when you're ready."

"Oh...." Fluttershy beamed, flattered and giggling. "Okay, but...I want you to be ready, too. It's not just about me being ready. It's both of us... a partnership...that's part of what a relationship and marriage is about. Don't worry, I won't do that until you're ready, too, my Dashie..."

"When I met you, I was ready." She giggled. "Dear little snuggles."

"You're just saying that...we were only fillies when we couldn't possibly..."

A cyan head cocked to the side. "Yea... I remember. You were this hot big filly I smacked into. I never figured that liking another filly was anything wrong because...well I guess I always liked you. But you know me... I've just never been good at telling anypony else about such silly things."

Fluttershy blushed immensely, wondering why they hadn't discussed any of this during the events of the Royal Wedding. She giggled, nuzzling her mare. "Well....I think I had a very special feeling when we met, too..."

"Really?" The bold mare paused stroking the pink mane to gaze questioningly into the shy mare's shining eyes. "Well I guess you must have seen how awesome I really was when you me then."

"Of course I did...." Fluttershy whispered, leaning to her mare's ear and kissing it. "Normally even I think love at first sight is silly...but I think I was."

"And that's why you could never get enough of me." She cheekily ran a hoof down the yellow mare's back, idly playing with her wings.

"R-Rainbow...! Nooo...not here..." Fluttershy squirmed lightly, but melted up against her lover, enraptured. "Oooohh...."

"Well you don't want me to get bored do you?" The cheeky pony continued.


"Just what I thought." She stopped her teasing as she pressed her muzzled up against the squirming mare, locking the two of them in a passionate kiss.

"Mmm..." Fluttershy moaned, trembling with pleasure as she circled her forelegs around Dash's body in an embrace, returning the kiss with fervency.

The bold pony purposely pulled away leaving a deprived looking Fluttershy behind. "Yea... You want that don't you." She grinned cockly.

"Don't tease me..." Fluttershy's voice trembled, her eyes hazed.

"Well I won't then." She slowly inched forward, savouring the moment as she was about to reconnect with her mare.

"Rainbow...of course I want know what your teasing does to me... Besides, we have a lot to do and think about, now's not the time..." Fluttershy whispered, trying to control her aching desires. "Please wait until we get home..."

"Fine. We can go cheer that egghead on then." The multi-coloured pony made as if to stand up.

Not leaving the passion hanging, Fluttershy smiled and brought her lover back into a warm yet passionate kiss of her own.

The bold mare smiled through the kiss, wrapping both wings around the yellow mare, as if to shield her from outside view. She allowed the passion to slowly build as they continued the warm battle between each others mouthes.

Moments later, or minutes, neither knew, they parted, nuzzling noses.

"You know that's more encouraging than anything, right?" Dash smirked, licking her lips.

Fluttershy beamed at her, giggling. "Yes... But I suppose you can consider it a hold-over until later."

"Hmmm... I can run with that..." She softly replied, sliding Fluttershy over so that she was lying on top, noses pressed up against each other.

A giggly, smiling Fluttershy nuzzled their noses again before raising her hoof to touch her cheek. "I love you, Rainbow..."

The bold cyan mare gave her a light kiss on her muzzle, "I love you too, Fluttershy. awesome..." She cuddled into the softy pegasus below her.

"You know, you're absolutely is..." Agreed the pink-maned pony, snuggling back.
The two pegasi continued snuggling together, eyes locked, dual smiles, and just about lost in each other. Neither had any idea how long they lay there, one on top of the other, content in each others embrace. Everything just seemed to disappear like the trees the train was passing by.


The reduced group of ponies walked along the streets of Canterlot. It seemed strange walking through the city without Twilight, their leader and when in Canterlot, their guide. Regardless, they pressed on, still determined to at least have a bit of fun while they waited before meeting up with and surprising Twilight.

Rainbow Dash walked with a protective wing placed over Fluttershy's back, while said pony snuggled against her. Despite that she had a reputation to maintain, and knew that this was not going to be lived down, the cyan pegasus didn't care. She found herself rather happy to wander along at the back of the little pack with her fillyfriend all snuggly like.

The shy pegasus was feeling very grateful of the warmth provided by her loved one. The wing was doing a great job of distracting from the glances of the other ponies on the street.

"Y'all okay back there?" Applejack glanced over her shoulder at them. "Been real quiet since we got here!"

"No worries, AJ! We're just cooking up something good!" Rainbow assured, winking.

"Oooohhhh!!! But, we're not in a kitchen, silly!" Pinkie bounced up beside the walking couple. "The proper term is that you're thinking or scheming something! Is it for our next pranks? I already thought of a few! Oooh ooh! Let's share! You go first!"

"Well I've got a couple, involving a gorilla suit," Dash smirked.

"Ohh!" The party pony jumped up and down excitedly. "Okay! You be a gorilla, I'll be a dragon, and Fluttershy can be a shark!"

"Um...but if they see a shark on land, won't they get suspicious?" Fluttershy pointed out.

"But that's the point, silly! They won't see it coming!" Pinkie told her, grinning.

Fluttershy blinked, unable to argue with that.

"Pinkie... Sometimes you come up with the most random ideas..." Rainbow Dash trailed off grinning in approval.

"Just think! A rainbow gorilla, a dragon, and a shark! What awesome possibilities await!" Pinkie declared, now coming between them and throwing her forelegs around them.

"I can think of a few." Rainbow confidently declared, grinning at the pony of randomness.

Fluttershy shrank away a little, she wanted her fillyfriend's wing back.

"We'll be the Three Terrors of Ponyville!" Pinkie laughed.

"Oh... yes..." The shy pony trailed off, unwilling to assist with such ventures. "But what's with all the scary stuff? Why couldn't we be the Three Fluffy Bunnies?"

"Silly," Pinkie threw a hoof around the scaredy pony. "If we did that then everypony would think we were cute little critters. We need to scare them, like BOO!" She sprung into the air.

"EEP!!!" Fluttershy squealed, wide-eyed.

"Think of it this way, Flutters! Which sounds more awesome? Death Mountain, or Fluffy Pink Bunny Mountain?"

"Um... Fluffy Pink one..." She timidly replied.

Pinkie giggled, while Dash rolled her eyes and shook her head.


Fluttershy threw her mare a pleading glance as if begging to be rescued from the unwanted entrance into the world of pranking.

Catching the hint, Rainbow exhaled and opened her wing again, placing it over her back. "Okay, okay, Fluttershy. We'll go with your idea... Just don't twist my wing anymore..."

The shy yellow pegasus nodded shyly. "I won't Rainbow. You're too adorable for that..." She nuzzled her protector gently, walking her off.

"Hee hee! Wow, Dashie! She really has you eating out of her hoof!" Pinkie teased.

"No she doesn't!" The bold mare defensively rose up against the giggling pink ball.

"And I bet you eat out of her in other ways too!" Pinkie winked. "I'll be going now! We'll plan more pranks later!" She bounced off.

Fluttershy blushed profusely at the parting comment while her fillyfriend gazed after the departing mare of randomness. After a few moments of confusion the shy mare noticed her many coloured companion flush as well.

"Wait... Did she just... No..." Rainbow shook her head. "I mean...what the hay?"

"I....think she was implying that we do certain things..." Fluttershy squeaked, blushing furiously at the thought.

"We don't... much..." She giggled at the increased blush this induced upon her cute fillyfriend.

"N-No don't!" Fluttershy squealed, wide-eyed.

"Awwww... My snuggly-wuggly is getting all embarrassed. Good thing nopony else is around." The cheeky pegasus nuzzled up against her partner.

"Not now....!" Fluttershy hissed through gritted teeth. But she eventually melted and nuzzled back. "Hee hee..."

"There you go," she planted a quick kiss upon the yellow mare's forehead. "Feel better now, my little butterfly?"

"Yes..." Fluttershy beamed, her eyes twinkling.

"Good. I like to know that my kiss of awesomeness works on my special filly."

"Of course it does..."

The bold mare glanced around quickly. Once she saw that no other ponies were watching, she nuzzled up against her companion, slowly guiding her behind the cover of a nearby building alleyway. The shy pegasus started to blush profusely once more, her cheeks becoming as red as Big Macintosh's coat.

"D-Dash...What...are you going to...?" She softly asked, her voice filled with uncertain as the bold mare slowly pressed her up against the wall.

"Hey, just giving you some rainbow love, Fluttershy..." Dash smirked, gently but strongly holding her to the wall and leaning in closer.

A small eep escaped the quaking mare's lips. "B-but... not here..." If there wasn't a wall behind her, she would have shrunk back further.

"Why not? It's private, it's a Canterlot alley and real clean, and I love you," Rainbow chuckled, kissing her nose and then leaning up to nibble her ear.

Soft giggles escaped the shy pegasus as the ministrations continued. "S-stop it..." She giggled louder, quaking slightly as euphoria radiated from her. "Rainbow! I-I know what you are doing. Wait till we get home."

Dash licked and nibbled her ear, as well as enjoying the silky feel of her lover's mane. "Why wait till we get home?" She lowered down to meet her gaze, smirking in a predatory manner. "When we can do this right now?"

"Eeep!" She threw a portion of her mane in front of her pretty aquamarine eyes, providing a poor shield between her and the love of her life. "B-but I don't think I want to... won't you listen to your fillyfriend?" She pleaded.

"...You don't want to make out?" Dash's eyes went wide with surprise. "Aw man, sorry, Fluttershy..." Her smirk faded into a look of guilt.

At the realization that it was only clean yet sensual fun that her marefriend was after, combined with the look on the cyan mare's face caused Fluttershy to immediately beam. "Y-you want to make out with me... Yay!" She quickly moved in and pressed her lips to her lover's.

Rainbow blinked, nearly stiffening at the contact. But she immediately relaxed and kissed her back, holding the creamy yellow pegasus to the wall a bit more, but not enough to hurt or crush her.

Fluttershy relaxed into the kiss, slowly sliding down the wall as passion engulfed her system. She ran quivering hooves along her fillyfriend's back, playing with rainbow strands and caressing the powerful cyan back. The rest of the world melted away from the shy pony as she allowed herself to be carried away by her companion's love.

Trembling, but in a good way, Dash let out a sensual groan at the back of her throat in response to Fluttershy's sweet ministrations. In response, she gently ran a hoof through the blossom-pink mane while her other hoof trailed along her side and along the base of her wing.

As Flutterhy continued to slowly slide, she fell out of the liplock, causing them both to fall to the ground in a pegasus pile. They both gasped from the little incident, but not before sharing some laughter together at how silly and awkward this was.

"Oops..." Fluttershy giggled, looking up at her bashfully with a sheepish smile.

"Guess I need to hold my mare better next time. Guess I just got tangled in your wonderful mane there darling." Dash grinned mischievously.

A little joyful squee escaped Fluttershy before she nuzzled her mare's muzzle and then planted a kiss on her lips. "I love when you call me that and other cute names, Dashie..."

"Yea... Don't get too used to it. I don't plan on using any of that cutesy rubbish around other ponies... they'll think I'm soft."

"Mmm....well...we're not quite around other ponies now, sweetie..." Fluttershy cooed, nuzzling their noses.

"I know..." She licked the close up nose, wrapping a hoof around the yellow mare's head to support her better this time. "My precious little flower."

Fluttershy giggled, letting out a soft "d'awww" before she embraced her beloved. "My amazing're the best..."

"I know... Isn't it awesome!" She grinned down at the bundle of cute in her forehooves. "Now... what are we going to do with you now my dearest filly? Twilight might be getting out early soon so we had better do it quickly, Rainbow Dash style."

"Mmmm....maybe one more kiss, for the road?" Fluttershy said flirtatiously, her eyes half-lidded.

"I can live with that. Come here you." She encircled the flirting pony with her forehooves as she slowly collapsed on top, encasing her charge with her loving warmth.

She smirked as she moved in for the final kiss, planting it right on target, allowing her system to go wild with joy at the intimate touch of her fillyfriend. Fluttershy squealed happily between kisses and giggled, reciprocating with equal fervor as her hooves ran happily through the prismatic strands.

Breaking off, Rainbow Dash stared lovingly down at her glowing mare. "Wow Fluttershy. I have got to get some more of that later."

" will, my darling Wonderbolt..." Fluttershy promised.

"Good..." The strong mare heaved her fillyfriend up, placing her powerful wing once more across the shy pony's body. "Ready to head off pal?"

"Yes..." Giggled a very elated and lovestruck Fluttershy.

"Right... Off to Canterlot station... if our egghead isn't back yet I can always take my special somepony off to the side for a little" She smirked suggestively.

"Ooooh...I'll keep that in mind, Rainbow..." Fluttershy giggled.

"Awesome." Dash kissed her on the muzzle, proceeding to lead her out of the alleyway. "Now let's go and congratulate Twilight on passing her test!"

"Oh, yes!" Fluttershy agreed, smiling more. "I can't wait to see the look on her face when she sees us there waiting for her!"

"I know, right? That's going to be awesome!"

"Absolutely, yes!"

The two loving pegasi met up with their friends after they found them getting some dumplings at a nearby stand, surprisingly, and after having partaken in having some too, they headed off to Canterlot Station. Ready to meet and congratulate their ever-knowledgeable friend.


Fluttershy lay in the warm embrace of Rainbow Dash as they cuddled together, warding off the cold. As it turned out, Twilight wasn't given an ordinary test, but was instead, tasked by Princess Celestia to go to the Crystal Empire located in the arctic north. All of them were to go and seek out a way to protect and restore the Empire, however that would work. Upon that news, they were bound on a train heading north, to which it expectedly got colder and colder as they went further.

While Equestria was no stranger to changing weather, especially winter, it was especially cold. The insulation of the train could only do so much, as well as any layers they brought along.

Spike, being a dragon and cold-blooded, was definitely getting colder, but he managed all right as best as he could. Rarity had bags upon bags of scarves, while she snuggled up with Twilight and Applejack, the lavender unicorn sitting between them.

Fluttershy shivered, burrowing further into the embrace of her mare, who held her closely and kept her wings wrapped around her. But even that only did so much. Their body heat permeated just fine, making them fairly comfortable, but Fluttershy longed for a blanket. A warm wool blanket, with a cup of hot cocoa, and a fire roaring in the fireplace. While they sat together in and on blankets in the living room of her cottage, all snuggled up during a cold winter's night...

"You okay, pal?" Dash asked, rubbing Fluttershy's back.

"I'm just chilled.... Oh....Rainbow...why am I even here? I'm not going to contribute anything...I'm just a scaredy pony...All I do is run away..." Fluttershy sniffled, and not just from the cold. "I can't do this...I'm scared....I want to go home..."

"Hush... I know my awesome Flutters can do it." She gently licked her fillyfriend's face. "You've always pulled through before while I've been here."

"Oh, but this is different! We have to protect this Empire I nor any of us know a thing about! What if we do something wrong?!" Fluttershy squeaked, sniffling. "I want to go home! I'm cold and I'm scared! I don't want this! It's cold out there and so dark and scary! No! Two things that don't belong around me! Take me home! Please! I want to go home!" She began to get a little hysterical, sobbing.

Despite starting to really want to shout at her scared friend to be quiet and just calm down, the strong mare continued herself. Instead she contented herself with petting the pink mane and snuggling into the yellow coat of the shivering pony.

"Hey hey, shhh, calm down, Fluttershy," Dash whispered under her breath. "Don't make a scene, okay? Nothing's going to happen! It's okay."

"I want to go home!" Fluttershy sobbed, whimpering as she buried her face in Dash's neck. "I'm's too cold...and I'm scared...whatever's out there is going to hurt us, I know it... I just want to go home..."

"I know... how about..." She gently flipped the crying pony over onto her side and lay on top of her, smothering her in her warm cyan coat, wings placed protectively at her sides.

Despite the freezing cold that the multi-coloured pegasus now had to endure, she put all discomfort out of her mind, for the benefit of her beloved.

Fluttershy's heavy, panicked breathing continued for some time, but soon slowed as she managed to relax a little bit. While her sobbing stopped, her tears remained as she trembled slightly, but relished the warmth her beloved offered.

"There... That's better..." Rainbow followed her coo with a soft lick, cleaning away the tears with her love.

Sniffling, the trembling creamy yellow pegasus calmed down a bit more. Her breathing was less harsh and she'd managed to feel warmer and less hysterical. Fluttershy took a few deep breaths and snuggled into Rainbow Dash, nuzzling her appreciatively. "I....I'm sorry...I'm so sorry... I didn't mean to get so scared..."

A further kiss to the nose quieted her fears further. "Hey... You're my Fluttershy. Shy is part of your name and nature... as annoying as that is sometimes. But I need my Snuggly Wuggly to be awesome and cool and in return." She nuzzled the tearful mare. "I'll help you feel at least 20% better." Her following grin lit up Fluttershy's warm, small world as she lay cocooned within the bold pegasus's embrace.

"....For you, my love...for me...for all of our friends...I'll try..." Fluttershy's voice trembled from the cold. "I'll try..."

"Oh good. Now how about I just continue to use you as my pillow then? Gives me someplace to rest on that is nice and keeps my mare cosy as well." She grinned appealingly down at the cuddly pegasus below.

A little giggle escaped Fluttershy, a rosy tint coming to her cheeks. "Of course, my darling Rainbow..."

The pair rubbed noses, allowing the warmth of love to radiate from them, warming the cold of the train.


"Rainbow... I'm scared..." Fluttershy cuddled up against her protector as the pair walked along the foreign streets of the main city of the Crystal Empire.

"Stop worrying, Fluttershy, it's going to be okay!" Dash assured.

" saw that thing out there!"

"Well, yea. But But he couldn't do anything against my awesomeness." She boldly bragged, ruffling her fillyfriend with her powerful wing.

"No! That was King Sombra! You heard what Twilight said! How he can still affect and curse the entire city despite being sealed away?! That's far beyond even you!" Fluttershy cried, though not loudly. "Don't you see?! We're in real danger here! If he can still penetrate his sealed fate, then we're doomed! We can't fool around here! .I really should've stayed home today..."

"But you can't say home. You insisted we were there for Twilight."

"Y-yes... but this is d-diffrent." Fluttershy began to panic, a tear escaping from her shining eye.

"How, exactly?"

"N-Nightmare Moon...and Discord...were unable to properly administer their wrath until they broke away from their imprisonments....but King Sombra can still affect everypony even after being sealed away? Rainbow, that's terrifying!"

"Well. I'm sure that with Twilight's help, Cadence will win. Just... stick with me and we'll be fine. I'm fast enough to save your flank if we need to make a hasty exit." She smiled, showing more confidence than she felt inside.

Fluttershy bit her lip, knowing better, but was glad that Rainbow was at least trying. She nuzzled her lightly, "Okay, Rainbow. I'll do that..."

Dash grinned, nuzzling Fluttershy back. "That's my girl! We're gonna be fine, don't worry. Nothing's going to happen."

"...How can you be so sure?"

For a few moments, Rainbow's confidence dropped ever so slightly as she looked to her love with a serious look. "...I'm not."

Fluttershy smiled in understanding, "...Neither am I."

"Great." The bold mare nuzzled in close. "It's good to see sompony feels the same."

"It's a given for me...but Rainbow Dash...thank you for telling me that," whispered the shy pony, leaning against her.

"I can't be your bold protector if I don't have sompony to protect." Dash pointed out as she guides her mare carefully along, keeping a watchful eye out for mishaps in the strange zone they have found themselves in.

"I'm just sorry I can't do anything to help anypony..." Fluttershy murmured sadly. "You're all so amazing and have all kinds of ways to help contribute... But I don't. But...I'll...I'll do my best to be here."

"How many times must I repeat myself, Fluttershy? You are amazing. I'm lucky enough to have the most awesome fillyfriend in all of Equestria." She replied defensively, giving her a loving kiss to add to her point.

A little happy squee sounded from the blushing pony, to which she happily nuzzled the cyan pegasus. "Thank you....and I'm certainly very lucky to have you, too..."

Silence befell the two pegasi, to which Fluttershy admittedly felt slightly put off by. She was expecting a very Rainbow Dash response out of her fillyfriend, but wasn't earning a thing. Did she say something wrong? Or did something else catch her attention? The shy mare looked at Rainbow, who was smiling a soft and contemplative way before turning to look at her.

"...I'm the one who's lucky, Fluttershy."

"...W-What...? But Rainbow...aren't you going to agree, saying that, yes, I'm ever lucky to have somepony as awesome and cool as you?"

Dash chuckled a bit, shaking her head. "Well that's...yeah, that's true all right. But I am the truly lucky one here, you know."

Biting her lip, feeling unsure about how to answer that, the shy pony considered her words. While Rainbow Dash certainly could be affectionate and sweet-talking when they were alone, it did strike a feeling of astoundment when such things like this were said. At the same time, as it sunk in, Fluttershy smiled. To know that she could make somepony she cared about feel lucky about being with her, especially somepony as amazing as Rainbow Dash, was a whole new sweet and humbling feeling.

Making sure that nopony was watching, the pink-maned pegasus leaned in and kissed Dash lightly on the mouth, then nuzzled her.

"Well...then I guess we're both lucky to have each other..." Fluttershy whispered.

A grin spread across Dash's face as she nodded, "You know, I think you're exactly right, Flutters."


Fluttershy stood around a small selection of farm animals feeling at home in the strange realm. She was happy enough, tending to animals and helping newcomers to interact with them. But something was missing. Something with a lovely rainbow. She smiled, 'How silly... we've only been apart for a few minutes and I'm already missing her. She's probably off helping the others with her awesome skills.'

With a sigh, she forced herself back to reality brightening up at the sight of another visitor. "Hello sir. I would love to show you these adorable little critters."

The stallion looked to her with a tired, weary gaze, as if not understanding what she had said. Fluttershy expected this, and simply smiled more.

"I'm running a petting zoo, you see. I know now that it's something you all had done in the past, right? Well... I hope you like it! We managed to herd some sheep!"

The yellow pegasus indicated to the pen where a few of the crystal sheep were happily grazing. An amazed, curious smile overcame the crystal pony before he seemed to burst with life! His entire form lit up as he eagerly walked over to the pen to observe the animals, to which Fluttershy felt she had managed to accomplish the simple goal. So far so good!

Satisfied that her work seemed to draw in more ponies, who were growing to be enthusiastic about the idea, Fluttershy felt more at ease. She hadn't done this kind of thing before, running an actual petting zoo for everypony to see. It was actually pretty fun! With a shepherd staff in hoof, keen eyes on the animals, and making sure to draw in potential 'customers', so to speak, Fluttershy was having the time of her life.

'I can't believe I was ever even scared to be here.... But this is wonderful! Here I am with all kinds of lovely animals, running a petting zoo, and making everypony happy and restoring what was lost to them...'

With her nurturing skills, the shy animal keeper quickly managed to collect a gathering of crystal ponies. They crowded around her small animal pen, gazing happily at the crystal sheep.

Fluttershy spotted a stallion not far off. He looked so sad, her kind heart went straight out to him. 'He looks like he could use my help. These sheep might just do the trick.' With a slight spring in her step, the creamy mare approached the dull stallion.

"Um... sir... Y-you look like you could use some help." She offered.

The stallion glanced at her before sighing, "I'm just not sure what to do, Miss. Everypony seems to be having fun...but I just can't seem to get into it."

"W-well why don't you come with me then? I-if you don't mind that is? I-I'm sure I can help you." She offered, trying to get the bored pony to follow her.

"...Well, all right... What have I got to lose?" The stallion followed after her.

Fluttershy let the colourless pony to her pen where a few others were gazing in awe at the cute little creatures she had managed to assemble. 'Oh I hope this works... If it doesn't, I don't know what I'll do.' Trailing behind her charge, she picked up her shepherd staff in her mouth, trying to ready herself for action.

With a resigned sigh, the bored and weary stallion entered the pen and stood among the little herd of ewe all around the pen. His eyes followed them, watching the furry animals, and after a while.... It seemed to work. He visibly perked up and smiled, his own colour and vibrancy restoring as well!

Fluttershy guided a lamb in to polish off, slamming shut the gate with practised ease. She stood back to take stock of her charges, happy with a job well done.

Suddenly out of nowhere, a rainbow maned head pushed up against her backside, pleasurably shattering her thoughts of success. The force of the hit caused the assailant to lift the pink-maned pegasus's hind legs clean off the ground. 'OH!'

"Come on knight Fluttershy!" The bold mare commanded as pushed her fillyfriend along, enjoying the unique contact they currently shared.

"Huh?" The stunned yellow pegasus asked.

"It's showtime." Dash grinned almost evilly, clearly enjoying herself.

As she was being push-dragged along, Fluttershy felt a mixture of uncomfortable and yet, strangely enjoying the weird sensation. At the same time though, she knew this was not the time or the place, and had to take control of the situation however she could. Otherwise, they would end up getting carried away. She wasn't sure the entire trek with Rainbow's head against certain areas of her backside was a good idea.

"R-Rainbow.... Could you m-maybe...let go? I can walk my-ooooohhh!-self...." Fluttershy managed, her voice strained.

"Awww... But it's so much fun." The cheeky mare replied, rubbing against her marefriend's underside.

"I'm s-serious Rainbow..."

"Okay. Fine." The multi-coloured object withdrew from Fluttershy's hindside and a cyan wing immediately descended upon the shy pegasus.

"Thank you,'s just..." Fluttershy blushed and whispered something into her ear.

The bold pegasus flushed, winking at her. "I think we can wait till we get home for that sort of behaviour."

"Yes..." The shy pony agreed.


Rainbow Dash stood in front of her fillyfriend wearing a massive encouraging grin upon her face as she surveyed nervous wreck of a pony. "Come on Fluttershy, I know you'll do fine."

The timid mare shrank back further into her armour. "B-but... I don't think I can do it, Rainbow."

"Of course you can, you're my fillyfriend."

It didn't seem to induce the desired effect as the bundle of shy simply stared at her hooves, her cheeks as red as Big Macintosh's coat. "I know... I just...just don't feel like I can live up to your awesome standards Rainbow."

With a look of annoyance upon her face, the bold mare strode up to her quaking partner and planed a loving kiss upon her muzzle. The blushing pony smiled back causing Rainbow Dash to grin broadly and plant another kiss upon her stunning face.

Fluttershy spluttered back to life, blurting out "w-why did you pick me? Applejack could have given you a proper competition... I...I...know I won't...even be a any kind of challenge for you. Or...even Pinkie! Pinkie's available! She would put up an excellent challenge!"

"If I'd wanted to compete, I'd have picked any other pony in our group and then I'd show them just how awesome I am by beating them in this. But I want you because...well..." She rubbed the back of her head, slightly embarrassed by what was to follow. "You're my Fluttershy and if I'm to impress a crowd then I'd much rather have no other pony else to do it with. Even if I'm technically jousting you and let's face it, I'm going to win." She paused, grinning for dramatic effect and wrapping a loving wing around the armoured pegasus. She still hoped to be able to raise her companion's spirits. "Just imagine we're back at school and you're chasing after me."

Fluttershy gazed at her, thinking it over slowly but still unwilling. The reluctance showed upon her face causing Dash to sigh noisly.

"Look... I'll give you a big kiss if you can hit me once." She grinned, challenging her lover.

Fluttershy smiled softly, still lacking confidence. "But I won't be able to..."

"Well, then it's a good thing you have your fillyfriend, the great and awesome Rainbow Dash here to help you out." The bold pony nuzzled up as best she could.

Armour clanked and scraped as the two enjoyed a crude version of a cuddle session before their match.

Upon the events of protecting the Crystal Empire, Rainbow Dash and Fluttershy find themselves within moments of the height of their emotional commitment. Faced with the perils of King Sombra, Rainbow Dash is faced with the task of keeping her fillyfriend safe and yet keeping her courage alight...

Co-written with :iconnintendogal55:

part 2: [link]
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ManaFox101 Featured By Owner Dec 22, 2013  Hobbyist General Artist
I never really paid much attention to this stuff I now want to check out forest of emotions.
But first.
troybird Featured By Owner Nov 25, 2013
"And I bet you eat out of her in other ways too!"
god. damn. lost it
:dignity-laugh: :dignity-laugh: :dignity-laugh: :dignity-laugh: 
LillyTheOmegaWolf Featured By Owner Nov 25, 2013  Professional Filmographer
Well... now I know someone got that reference :) 
I hope you enjoy the second part too.
troybird Featured By Owner Nov 25, 2013
I am enjoying it...I got to the second Pinkie reference xD
LillyTheOmegaWolf Featured By Owner Nov 26, 2013  Professional Filmographer
Well, when you finish it, I'd really like to hear what you think of it beyond the additions Pinkie makes to the story :)
troybird Featured By Owner Nov 26, 2013
La la la la La la la la La la la la La la la la La la la la La la la la La la la la La la la la La la la la La la la la La la la la La la la la La la la la 
LillyTheOmegaWolf Featured By Owner Nov 26, 2013  Professional Filmographer
Well thats what part two is for :) 
troybird Featured By Owner Nov 26, 2013
I mean after part 2 :o
foxmcloud23 Featured By Owner Nov 24, 2012
all of my d'aw take it
Pikminchick Featured By Owner Nov 18, 2012  Hobbyist General Artist
WEREN'T YOU EXCITED WHEN THIS CAME OUT oh by the way great fanfic
LillyTheOmegaWolf Featured By Owner Nov 19, 2012  Professional Filmographer
VERY excited! I've rewatched the episode a few times... :) that's why I just had to write a fan fic to cover the background moments between Fluttershy and Rainbow Dash.
Expect the next one to come soon.
Pikminchick Featured By Owner Nov 19, 2012  Hobbyist General Artist
MonsterBullyDogg Featured By Owner Nov 17, 2012  Hobbyist Digital Artist
Soooooo cute x3 wonder what they're gunna do back at home... xD
LordColgate15 Featured By Owner Nov 20, 2012  Student Digital Artist
If you know what I mean...
LillyTheOmegaWolf Featured By Owner Nov 17, 2012  Professional Filmographer
Since I'm already writing several other fics (some of which contain such hinted Flutterdash material) I don't think I need to do that chapter :)
But thanks :)
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