Two ponies in dark black coats walked up a large hill that overlooked the lit-up Ponyville. A third pony, not wearing a coat but still too dark to see, walked between the two and stepped up closer to get a better look at the town and grinned with a tooth slightly sharper than the others.

"This is far enough, I can take it from here." he spoke to the other cloaked figures, and they quickly vanished.

---

All 6 of the girls walked through the lit up streets of Ponyville, which seemed more lively then usual, just taking in the view and chatting about things. There were a couple of street performers, such as jugglers, dancers, and other cool things. Ponies were eating and shopping at the local restaurants and stores while others were just taking strolls around the nearby park.

The girls chatted about their days while Fluttershy talked a little, but was still being laconic to most of the conversations, and barely uttered a word.

"There must be some kinda special occasion." said Apple Jack. "It's not every night that Ponyville is this active."

"I know right, all these lights make the town look much more lively." said Rarity.

"Thanks for inviting us Rarity. It's been awhile since we've all hung out like this." said the Alicorn.

"It's no problem at all darling. I just thought that if there's any stress among us, then we could release it by having a girls night."

"And the perfect time it is, look!" yelled Pinkie as she pointed toward a street vendor selling out cupcakes, pies, and other sweets. Pinkie rushed over to the pony while throwing 8 bits on the table and eating half the cupcakes that the guy was the girls giggled, except for Fluttershy.

"I'll go get her and make sure she doesn't eat too much. She's hyper enough as it is." said Apple Jack still giggling a little.

Rainbow Dash noticed Fluttershy was still looking a bit gloomy and hovered over to her.

"C'mon Fluttershy, loosen up a bit. You're not even trying to enjoy yourself." she said, hoping to get a smile, but was met with a frown instead.

"Fluttershy, what's the matter?"

"Oh, nothing. Just tired is all." she said as she continued walking a bit ahead of the group. Rarity walked to Rainbow Dash.

" She's still not cheered up?"

"Nope. And she won't tell me what's wrong."

"Think it has something to do with that other pony."

I hope 's just wait a bit, maybe she'll come to and start to enjoy the night."

"I hope so. I don't like this Fluttershy very much." said Rainbow Dash.

Twilight pointed towards a small restaurant and all the girls agreed to go eat there. The girls sat on the pillows and each ordered something when the waiter came by. Twilight ordered a rose petal sandwich, as did AJ. Pinkie ordered a daisy sandwich along with a slice of apple pie. Rarity and Rainbow ordered a grass and oat sandwiches. Rarity ordered something for Fluttershy since she wasn't speaking to the waiter. The girls ate when their food arrived, as Pinkie dug into her apple pie, slightly slinging it over Rarity.

"Pinkie please. It's not very lady like to eat like that."

"I'm sorry Rarity, but this cake is so delicious!" she said, and attacked her cake again."

"Wow! These sandwiches are more amazing than usual, aren't they Fluttershy? I heard you hadn't eaten here before and..." she stopped when she realized that Fluttershy wasn't paying attention and was instead pushing her food around.

"Fluttershy are you alright?"

She looked back up when realized she was ignoring her.

"I'm okay. Just lost in thought."

"I think it's just you sugar cube. When was the last time you ate here?"replied AJ.

"About a month ago."

"Really? You should get out more." said Rarity.

"Yeah! Take a break from those books." added Pinkie.

"I know. It's just now that I got these wings, I'm a little self-conscious about being in public with them."

"You shouldn't be. Why if I was an alicorn, just think about the type of dresses I could make. In fact, you should come by my boutique some day do I can try some new dresses on you."

"I'll keep that in mind."

"Again, thanks for inviting us here."

"You probably needed this too though Rarity." said Rainbow Dash while the waiter brought by a pitcher of lemonade.

"It's okay, I did this for you after all."

"And we are grateful."

"Yeah, but we figured you were gonna work yerself over if ya didn't get some fresh air." As soon as the pitcher turned away from her glass, Applejack started to gulp down her lemonade thirstily. She had been applebucking all morning and was also looking forward to a bit of R&R.

"Yes, and a beautiful night it is. said Rarity as she chuckled to herself. "I haven't the faintest idea why I always bite off more than I can chew; I suppose it's just the look that motivates me." said Rarity.

"The look?" Rainbow Dash looked up from her nibbled appetizer daisies.

"The look," the unicorn restated matter-of-factly. "That glowing look in a mare's eyes when she slips into that perfect ensemble!" She soundly kissed the tip of her hoof and posed in a star struck manner.

Applejack and Rainbow Dash understood. They too had looks they looked forward to, like biting into a slice of perfectly baked apple pie or finding that your broken wing could fly again.

Applejack dug back into her sandwich while the other two chewed at a more reasonable pace.

"So Rarity," the cowpony began, pushing her bite of sandwich all into one cheek. The purple-maned unicorn levitated a napkin and dabbed at the grass chew dibbled on Applejack's chin. She swallowed before she spoke again. "…Who was that stallion I saw ya'll talkin' to yesterday?"

Through another sip of lemonade, Rarity gave the earth pony a coy glance.

"Oh…nopony in particular…" she mused.

"I dunno," Applejack pried, "seemed like a mighty fine slice o' cobbler to me."

Rarity sat down her sandwich.

"Well, if you must know, he just came into the boutique looking for a present for his sister. He didn't know the first thing about high fashion, so I was willing to give him a 'crash course', as it were. Completely professional."

"Whatever you say…" Applejack reluctantly dropped the subject with another bite of her grass and oat salad sandwich.

"And that reminds me, how are you and Flash Sentry doing? I know you have a crush on him "Princess Twilight."

"W-what? No I don't!"

"She definitely does. She just doesn't want to admit it." teased Rarity.

"Well you have a crush on Soarin. I saw you too talking privately one day the Wonderbolts were visiting." she said while giving her same look that Rainbow gave her.

"I do not like him! I just thought, maybe I could convince him to let me fly with them."

"How about you Apple Jack, ever had a boyfriend?" said Rainbow Dash with a crooked smile.

"Why trouble myself with one.

"I never thought you'd say that."

"I don't need someone to protect me. I can handle myself.

"Now you're just being stubborn." said Rarity.

"You don't need someone just to protect you. Just someone to love dear."

"Just haven't found the right one I guess."

"There must've been someone.

"Well, there was this one pony that used to stop by the farm all the time. He would come bye apples and we would talk all the time and... he was kind of cute I guess."

"Ooooh, Apple Jack has a crush!"

"I just said he was cute, that's all. He moved anyways."

"Don't worry. You'll find someone else." said Rarity with a chuckle.

"What about you Fluttershy? Ever met that special someone?"

Fluttershy was hoping that this question wouldn't came to her as her face was drained of all color, except for the intense blush in her cheeks.

"Well...I...um...uh."

"You must have met had a crush on someone before."

"Um, no."

"Have you at least dated anyone before?"

"Not really..."

"How could you not darling? Why, with your grace and figure, I imagined that you would be able to get any pony you wanted."

"She could. Maybe she just doesn't use her beauty to her advantage like you do." said Apple Jack.

"I don't use it irresponsibly. I use it resourcefully."

"Cause seducing ponies to do your bidding is definitely not using it irresponsibly."

"Well, you girls could do it to if you tried hard enough."

"Why bother? I get stuff done without relying on my looks. Maybe I could hook her up with up my brother." said Apple Jack with a chuckle. Fluttershy pointed her teal eyes down at the floor in awkwardness.

"But in all seriousness. If any one needs a stallion in their life, it's you Fluttershy."

"Well, I-I've never been too keen on going out with someone." she said while shuffling her hooves around.

"Why not? You could get one if you tried. You just need more confidence.

"What about that pony that stopped by your house the other day?" said RD.

Fluttershy blushed even harder and hid behind her wall of hair to hide her red cheeks.

"Fluttershy, what is she talking about?" asked Twilight.

"N-Nothing, I don't know what you're talking about."

"Y'know, that black pegasus wi-"

Rarity shoved a hoof over Rainbows mouth, seeing how embarrassed Fluttershy was getting.

"It's probably nothing dear, don't worry about it too much."

Fluttershy sighed in relief, since Rarity had shut her up, but Apple Jack knew that she was hiding something.

"So Twilight, don't you have any royal duties since you're a princess now?"

"A couple, but Princess Celestia has just been sending me more books to read to gain more experience, leadership, and wiseness as an alicorn.

"Princess Twilight, that has a very nice ring to it."

"How do you think Discord is doing?"

"Hopefully not causing trouble anymore."

"Even if he is, the royal guards and princesses keep a close eye on him." But I've had faith that Fluttershys kindness made him turn over a new leaf."

"Yeah, great job again Fluttershy."

"Thanks girls." she said with a smile.

The girls talked for a bit more before finishing their meal.

"Alright I'm soooo bored here." Let's go to the dance club. I love listening to Vinyl Scratch's beats.

"That's sounds like fun, how about it girls?"

"Are you kidding?! Let's go!" yelled Pinkie as she almost knocked someone over while running out the door.

"I'd say Pinkie is a little too excited."

"Alright, let's go." said the others as they followed Pinkie out through the streets.

Twilight was walking out before being stopped by Fluttershy.

"Something the matter?"

"I-I was thinking about what you and the girls said and um..."

"Yes?" Twilight noticed she was turning red again while trying to get the words out.

"I...sort of...How do you know if you meet someone and-" they were interrupted by Pinkies laughter. They looked outside and saw Pinkie laughing at some funny looking balloons outside.

"You were saying Fluttershy?"

Fluttershy let her head hang low and walked out the door. "Nevermind."

Twilight developed a concerned look and caught up with her and the other girls as they helped the laughing Pinkie Pie off the ground.

When the girls arrived at the club, they immediately headed to the dance floor and started to dance. Except for Fluttershy, who just sat down near the catering table. The party seemed to get more lively when Pinkie Pie showed up, cause everyone knew how much she liked to party. Rarity was dancing until she noticed that Fluttershy was sitting by herself and walked over to her while Rainbow followed her.

"C'mon Fluttershy come dance with us." said Rainbow Dash still dancing.

"Yeah, don't be a loner." said RD.

"It's okay, I don't want to. You two go have fun."

"Are you sure. "We're your friends you know. You can tell us anything.

"Really Rarity, I'm fine."

Rarity and RD exchanged looks.

"Alright." she said uneasily. "But if you need anything, please tell us."

"Yes." said Fluttershy as they walked off.

"I can't have a good time knowing that Fluttershy's upset. We have to cheer her up somehow."

"Is everything alright?" asked Twilight as she and the other girls walked over to them.

"Not really. Fluttershy's all sad and she won't tell us why."

"She's sad?! We can't have a sad pony at a party." said Pinkie while rushing over to Fluttershy.

"Hi Fluttershy! Having a good time?" she said while dancing funny to make her laugh.

"Hi Pinkie." she said, trying to manage a fake smile.

"Come on! Get out of that seat, and dance to the beat! " she said, and started tugging on her hoof."

"Please Pinkie. I'm fine. You can go. I'll join you in a bit."

Pinkie gave a confused look and walked back over to the girls.

"Something is wrong, she won't show any emotion."

"But isn't this typical Fluttershy behavior?" asked the purple one.

"Kinda, but this is a bit much. Even for Fluttershy."

"I think I know what Fluttershys problem is." said RD.

"You do?"

"Yeah. She's probably lonely, she just needs a guy to talk to or something."

"I don't know, I'm pretty sure Fluttershy wouldn't want to talk to a guy. She'd probably get to nervous."

"Well, she's not gonna admit that she wants someone, so I say we hook her up with somepony."

"Like who?"

"What do you mean with who? Look at all these cute guys in here."

"They are pretty cute." said Rarity, tempted to go dance with one of them.

"Let me try real quick." said Rainbow Dash, and walked to the nearest pony. He was a brown earth pony with a blue coat of fur.

"Excuse me sir, I have a friend who isn't in the best mood. I wanted to see if you could cheer her up." she said while pointing toward Fluttershy.

"Sure thing, I'll try my best." he said and walked over to her.

"See, piece of cake." she said triumphantly.

It was three minutes later when the stallion came back to Rarity.

"What's wrong? Why aren't you with Fluttershy?"

"Well she seemed pretty upset about something, and she didn't want to talk a lot. She doesn't seem to be in a partying mood. I don't think the club is the best place for her right now." he said and walked back to the dance floor. "It's a shame too. She's very pretty. I'm surprised she doesn't have a boyfriend.

"Okay, so there might be something else wrong." assummed the white mare.

"Wait Rainbow Dash, didn't you start to mention another pony?"

"Yeah, there was this other pony that was at her house when I happened to fly by."

"Fly by, or spy?" asked AJ.

"Kinda both, heh heh."

"What did he look like."

"He was a really dark gray, almost black, black mane, and red eyes."

"Wait, that sounds exactly like...the pony that you all met."

"You mean Shadow?! asked a surprised AJ.

"It could be."

"What in tarnation was she doing with that guy?!"

"I hope he's not the reason she's upset."

"If it is, I'm gonna-"

"We don't even know what was going on."

"Why was she even talking to him."

"You think she likes him? After all, she didn't seem to go into depression mode until after he left." said Rainbow.

"You make a good point." said Rarity afterwards.

"No way! With the way he treated us, I don't know what makes you think he was any nicer to her. Besides, that's probably the reason she is upset.

"But she did smile at him, and they seemed to be talking."

"Wait, you were there to Rarity?"

"No. Rainbow came and told me."

"You think she'd tell us?"

"Apparently not. You saw how scared she was back there when I mentioned him." said Rainbow.

What does he see in her and not me anyways?"

Twilight gave her a blank stare.

"Okay, what does he see in her and not any other pony."

"I don't know, but something's going on here."

"Maybe it's none of our business."

"Are you kidding me? If somethings upsetting Fluttershy, it is our business." argued RD.

"Okay, We'll go talk to her later, let's just try to-"

"Go talk to who?"

The girls jumped and shrieked when they heard Fluttershy behind them.

"Oh, I'm sorry. I didn't mean to scare you."

"It's okay Flutters, what's up?" said Pinkie.

"Well, it's just, I'm just not in the mood right now and, I think I'm gonna go home."

"What? Come on Fluttershy." begged RD.

"I'm sorry, I'm just not enjoying myself right now. And I'd really rather be in the comfort of my own home."

"Are you sure dear?" said Rarity.

"Yes."

"Okay, just be careful on your way home." replied Twilight.

"I will, bye."

Right before she left, a big explosion sounded off outside the club. Every pony was stunned when they saw what had happened outside. The city hall was an enormous fireball. There were other buildings too, including Mr. and Mrs. Cake's store.

"What's going on here!?" asked Twilight.

---

I thought I was going to have this one up sooner, but I'll try to update quicker. If you didn't like this chapter, then maybe the next chapter will be better. And again, thanks for reading.