Keys in one hand and suit jacket in the other you set off for the restaurant, locking the door behind you after Rarity heads inside. The cool air nips at your face as you walk; you're just thankful you brought something warmer. Of course, Fluttershy is completely unaffected by it, happily walking alongside you and occasionally glancing upward to look at the stars on the first clear night you've had in days.

Neither of you say anything for a while, content to enjoy each others' company in silence. In some ways, Fluttershy is more relatable to you than Rarity: she's quiet, generally keeps to herself, and doesn't intrude unless it's necessary -- all traits you can admire, since they generally describe you as well. Usually. You still wouldn't trade Rarity for anything, though. She may be more outgoing than you're used to, and proper to a 't' at times, but you love everything about her. Her demeanor, her voice, her playful attitude, her amazing looks...even the adorable little yawn she lets out in the morning.

Looking down at Fluttershy, you wonder if you could ever truly feel the same way about the shy pegasus who has so completely joined your lives. You certainly care for her a great deal, and you could even possibly see yourself saying you 'love' her at some point in the near future, but still...it's a big step. Maybe spending some one-on-one time with her tonight will help bridge that gap.

"So," you finally say as you pass by a small flower stall, "have you ever been to The Galloping Gourmet?" You're really just trying to make small talk; silence is nice, but silence for too long makes you feel uncomfortable.

"Hmm? Oh. No, can't say I have. I've always wanted to, though! Twilight went there once with the Princess, and she said it was such a nice place. She's very lucky, being Celestia's personal student. She has access to pretty much anything she wants."

"I imagine that comes in handy. If I were her, I'd ask for my own army. And a Ferrari. Two Ferraris."

"What's a Ferr..Ferramari?"

"Ferrari," you correct her with a laugh. "It's a very expensive sports car."

"Oh. I'll just pretend I know what that is," she giggles. "But no, I don't think Twilight is somepony who would ask for things. She lives in a library, after all. She seems perfectly happy with it."

"Being surrounded by books is probably a dream come true for her. You know...I haven't seen her in a while. I should go visit her soon, see how she's doing."

"I'm sure she'd appreciate that. I just saw her a few days ago -- we met up at the park, and I let Angel run around with Owlowiscious. Or at least, I tried to. Angel doesn't really like Twilight's owl for some reason." Judging by the times you've seen Angel, you'd wonder if he likes anyone but Fluttershy. And even she gets an attitude from him sometimes.

"I've been to a place like this before. The one Rarity and I went to on our first date, I think we told you about it that night after the sale."

"The Gaston...something? I can't really remember too much from that night, I had more wine than I thought I would..." The one thing you know she does remember is Rarity's outpouring of long-held feelings. That was an interesting couple of days, to say the least.

"Yeah, Chez Gourmet Gaston. Now that I think about it, there's a lot restaurants with 'Gourmet' in their name around here...but yeah, we ended up having a great time there, even if I did make the mistake of ordering a soup with bits of hay in it. Turns out it's not something my stomach agrees with. Spent most of the night on the toilet after I got home, ugh."

Although you've gained a new-found respect for (decent) vegetarian dishes since arriving in Equestria, sometimes it's just not the same.

"I'd kill for a steak..." you mutter to yourself.

"You'd what?"

"Hmm? Oh, nothing. Just thinking out loud."

You pass under one of the few streetlights dotting Mane street, noticing with a curious eye that Fluttershy's dress actually sparkles under the light. Very gently, but it's there. You have to remind yourself that it's entirely Rarity's creation, put together from nothing more than an idea and a stack of fabric. Her talent really can't be overstated.

"You look very nice, by the way. I know Rarity was ecstatic over it, to put it lightly."

"Thank you," she says with a warm smile. "I, um, wasn't really sure about it when Rarity had me upstairs, but now that I'm wearing it I kind of like it. I mean, I like nice outfits as much as the other girls, but getting 'dolled up', as Rarity put it, always makes me a little uncomfortable. Though I should probably know by now that she knows what's best when it comes to this sort of thing. You should have seen the outfit I wanted her to make me for Hoity Toity's fashion show. It was...a little over-stated..."

"Oh yeah? I'll have to ask her about it some time. I wonder if anyone took pictures..."

"Oh, I hope not!" she gasps. You laugh at her reaction, now more curious than ever to see what it looked like. "I don't know what I was thinking! I had a bird's nest on my head! A bird's nest!" Fluttershy shakes her head at the memory, adding, "I suppose we were all a little too demanding of her that week, even with her generous offer to create these wonderful dresses for us for free."

"I take it Princess Celestia got a letter that week?" She smiles back at you and nods.

"Yes, definitely. It's strange...we're all adults -- some of us more than others..."

"Like Pinkie Pie?" you ask. You wonder if Pinkie ever left the 'bubbly teenager' phase.

"Well, um...yes. Like Pinkie Pie. But like I was saying, we're all adults. We have our own lives, we have jobs and responsibilities and friends who care about us -- and love us -- but it's still the simple lessons in life that often prove to be the most challenging. Maybe we were all so quick to grow up that we forgot some of those things along the way."

"From what I hear, you've certainly re-learned a lot of them. You and everyone else. I never had the chance to see any of you before you became close friends and dealt with Nightmare Moon and such, but the ponies I see right now are the best folks I've known. Human or pony."

"That's very nice of you," she smiles.

"Not to mention exceptionally caring and pretty."

Fluttershy blushes brightly under the glow of another streetlight, and you chuckle at her response. Part of you realizes that the praise you're heaping on her is sugary-sweet, but then, when have you ever had a relationship where praise wasn't sugary-sweet? It's obvious she appreciates the compliments, too. She bites her lip in thought, occasionally glancing up at you before quickly looking away. You've seen the same look before. Hell, you're pretty sure you gave the same looks to Rarity when you first started dating. You always felt awkward about it, but she never told you to stop.

"This, um..." she finally speaks up, "this is the first, you know...date...I've been on. With anyone."

"Really?" You're actually a little surprised. "No fine, young stallion has ever asked you out? Not once?"

"No, not once. Probably because I usually just stay in or around my cottage all day, unless I'm with one of the girls. But I think Rainbow Dash scares them off in those cases," she giggles.

"I can see her having that effect on ponies, yeah. So this is the first time you've ever gotten all dressed up and spent a few hours with someone as, oh...charming, strong and handsome as me?" You flex your arms with a dramatic grunt, laughing along with her.

"Yes, the first time. I'm actually a little nervous."

You wave a hand dismissively at her.

"You? Nervous? Pfft."

"I know I can be a little, um...cautious...at times. But I really do enjoy being around you and Rarity! You've been very nice to me. To be honest, I've wanted to do something like this for a while now. You're always very respectful and caring."

"I try to be," you answer honestly. "Even though we don't see each other much, what with our jobs and all that, I do enjoy getting to spend time with you. Safe to say you've grown on me over the last couple of months."

"Same with me, definitely. I've had a lot of very nice experiences with you and Rarity."

You wish she was human at the moment, so you could put your arm around her as she walks, but you settle for placing a hand on her back, running it over the soft fabric.

"Here's hoping we have a lot more." You smile as she looks up at you; if you had to be in such a complicated relationship, you're glad it's with her and Rarity. You can only imagine the disaster waiting to happen had it been any other mares.

Ponyville is surprisingly quiet for this time of night, with only a few ponies here and there wandering about. Some of them stop and wave at you as you pass, and you return the favor with a quick wave and a nod. At least most of Ponyville is used to your presence by now. You hope it's the same for the restaurant; if it's as popular as it's made out to be, there's likely to be ponies from all over eating there.

As you round the corner of Bridle Run and Lunar Grace -- no doubt named by the same pony who named Solar Grace -- you spot the restaurant almost immediately. A large, opulently-decorated building with sweeping arches and classical Italian styling. At least for a restaurant. Trimmed vines hang from the top of the entryway, where they taper off to interact with the bare branches of some sort of small tree. No doubt it'd be full if it wasn't winter.

"Oh, my...this is quite a nice place," Fluttershy says.

The throngs of ponies waiting outside would probably agree. You'd guess there to be a good two dozen of them standing around, dressed in elegant outfits and expensive accessories. Some of them are draped in coats or saddles with hanging fabric to fight off the cold -- except for the pegasi, of course.

"W-we can get in with just the voucher...right?"

"I guess we'll find out," you answer.

You make your way to the front door, having to politely push you way past several ponies in the process.

"Excuse me...sorry, I just need to...pardon me..."

Several of them turn to look at you, with a few of them lingering for more than a few seconds. Whether they're staring at you or at your glammed-up date, you couldn't say.

"There's a lot of ponies here," Fluttershy says quietly, doing her best to stick to your side. She has a little harder time trying to push through the crowd, so you take one of her hooves in your hand and lead her past them as best as you can.

"You alright?" you ask her as you slip between a pair of unicorns in tuxedos and top hats. At least they're dressed nicely.

"I don't really like being around th-this many ponies, it makes me very nervous..."

"It's alright, we're nearly at the door," you reassure her with a warm smile. "Can you still walk okay?"

"Mm-hmm, just a little awkward is all."

A hint of orchestral music floats from the door as a pair of ponies walk out. Maybe they have live entertainment?

"Excuse me," you call out to an elegantly dressed stallion behind a podium, "excuse me...hi, I believe we have reservations here for eight o'clock?"

The tuxedo-adorned pony nods politely to you as you approach. A name is embroidered on a jacket pocket: Prim.

"Good evening, sir. Madame. Welcome to The Galloping Gourmet. May I ask your names?"

"The reservation should be under a Miss Rarity. I think."

"Hmm..." He slides a hoof down a list, readjusting the small spectacles on his nose at the same time with a faint field of magic. "Miss Rarity, Miss Rarity...ah! Here we are. Miss Rarity, party of two."

You let out a breath of relief.

"Oh, good. Good."

"My apologies, Miss Rarity," he nods toward Fluttershy, "but it seems your name was near the bottom of the list. Slight issue with scheduling, I'm sure. But no matter, your table should be ready for you."

Fluttershy cranes her neck a little to look over the crowd of seated ponies.

"Oh, um, I'm not Rarity. My name is F-Fluttershy..."

"Miss Fluttershy," you correct for her with a polite smile.

"I was not aware Miss Rarity would not be joining you. Would you happen to have a restaurant voucher on you? Not that I don't believe you, of course, it's simply a matter of making sure we've given you the right table."

You fish through your pockets, momentarily forgetting which one it's in, before realizing it's in your shirt pocket.

"Sorry, just a second."

Your red jacket lifts over your head, and you fold it down to size as you hand Prim the voucher. He nods in approval at the signature as you slip back into your dress jacket.

"Ohh," he says with an impressed tone to his voice, "signed by Mister Gourmand himself! Quite the gentlestallion, I assure you. Perhaps he'll even come out to see you tonight!"

"That'd be nice, sure."

"Very well, then! If you've no pressing issues then I shall lead you to your table. If you'll follow me, please."

You have to turn sideways to fit through the gaps between chairs a few times, but you make it through the busy dining floor and find your seat without much issue.

"Here we are! One of Mister Gourmand's favorite seats in the house, with a beautiful view of the orchards in the distance." A large, draped window sits just to your left, offering a clear view of the moonlit scenery. It's certainly not a bad seat. There's even a small, three-piece live band -- two string instruments and a piano.

"Now: I assume this is your first time dining with us?"

You and Fluttershy nod in response.

"Excellent! Allow me to give you a quick run-down, so to speak. We offer the finest in dining delicacies from all over Equestria and beyond; if you've never had Zebra cuisine and are feeling a little adventurous, I'd recommend the grilled red potato cordon bleu with asparagus and a nice garlic-wine sauce. If you prefer something a little closer to home, we offer everything from home-style Italian dishes to some of the Chef's finest original creations. Something for everypony, no matter your taste!"

Fluttershy gives you a wide-eyed, impressed look, which you can more than match.

"That sounds...very nice," you say, not really sure how to respond.

"We certainly hope so, sir. We want your experience with us to be one of a kind. Now! Your waiter shall be along shortly to take your order," he places a pair of menus on the table, "but feel free to take as much time as you need. In the mean time, perhaps you would care for a drink?"

You know you promised Rarity that you would have a drink for her, but you didn't specify which drink.

"I gotta be honest," you tell Fluttershy with a slight laugh, "I'm kinda tired of wine. I think Frostvalley gave me my fill for a while to come."

"Frostvalley? Lovely place up there," the maitre d' says.

"Yeah it was, really beautiful scenery. But, uh...yeah, had enough wine up there for now. Not sure what to get..."

"If I may make a suggestion?"

"Be my guest."

"If you would prefer something a little less...formal...but still exceeding your expectations, we have a wonderful variety of microbrews from local breweries. Bucking Bronco, Silverlane, Cascade Falls..."

"Hmm..." you rub your chin, not entirely sure what any of them are. "Anything in particular you'd recommend?"

"Actually, I'm quite the fan of Cascade Falls. It's an unfiltered wheat beer with hints of citrus and cream, with a slightly hoppy finish. Quite good when paired with a pasta dish."

A wheat beer? You haven't had one of those since you arrived in Equestria.

"That sounds good, I'll have one of those."

"Excellent, sir, excellent. You shan't be disappointed. And for the lady?"

"I'm kind of tired of wine, too," she laughs quietly. "But I don't really like beer, so, um..."

"Ah, ah, say no more, my dear, say no more! There is a wonderful concoction that many fine young mares such as yourself have ordered and enjoyed: a mixture of cranberry, pomegranate, raspberry and cherry juices, blended with a splash of blackberry liqueur and slightly carbonated water, then finished with a bit of orange-flavored, triple-filtered vodka."

"Oh, wow! That's a lot of ingredients. It's not, um...it's not strong, is it?"

Prim chuckles and shakes a hoof.

"No, no, madam, I assure you it won't leave you feeling dizzy when all is said and done. Think of it as a juice cocktail with a kick."

"Okay, I'll have that," she smiles.

"Marvelous! Your drinks shall be out shortly. I'll take my leave to allow you to look over the menu. If you've any concerns or questions, feel free to ask for me by name."

"Thank you, Prim," you reply, suddenly starting to feel thirsty. Hell, Fluttershy's drink sounds pretty good right now.

"Of course, sir. Enjoy your meal, and have a wondrous night." Prim bows deeply and trots off, his coat tails bouncing as he walks.

"He was very nice," Fluttershy says after he leaves. "And helpful, too."

"That he was," you reply as you look over the menu. "Hopefully the food is as good as the service." The Gourmet's menu is larger than you'd have thought, covering six front-and-back pages. More impressive, though, is the price sitting under each menu item. You let out a low whistle at the bits you would have been dropping otherwise.

"Look at this...Pasta Friese with Goat Cheese: forty-six bits. Zebran Plains Minestrone with Tamarind: thirty-eight bits. This is insane."

"A full dinner here would easily reach over one hundred bits," Fluttershy adds. "I don't make that much in a full day..."

"No kidding, this place would break the bank for me. Good thing it's on the house, huh?"

"Very good thing, yes. I'm surprised Cashmere did this in the first place."

You shrug, having written Cashmere off from tonight's events several hours ago.

"Me too, but hey, if she wants to shell out a hundred and fifty bits, I'm not gonna complain."

You look over the menu for several minutes, long enough to decide what you want. The waiter finally shows up after nearly ten minutes, carrying your drinks. You really can't blame him for the delay -- as packed as it is in here, it's bound to happen sometimes. Fortunately you've worked enough shitty customer service jobs in your life to understand.

"My apologies for the delay, folks," he says as he sets the drinks down on a pair of coasters. "Things are quite hectic tonight, as I'm sure you can see. But no matter, you've got my full attention."

"No worries, uh..." you look at his jacket pocket, "Proper. I think we're ready to order."

"Excellent, sir." He pulls a pad of paper and a silver pen from his pocket with a burst of magic, hovering it just in front of him in a field of yellow energy. "What can we get for you?"

"Fluttershy?" you ask, letting her order first.

"Um...I think I'll have the Noke...Ganokee di, um, semolina? Did I say that right?" She hides a laugh behind her menu at the pronunciation.

"That would be Gnocchi di Semolina All'Abruzzo, ma'am," the waiter corrects her with a polite laugh. "Potato dumplings stuffed with ricotta and pecorino romano cheeses, then finished with a light tomato-herb sauce. Quite delicious, if I do say so."

"Yes, that," she giggles. "I'm sorry, I don't know a word of Italian."

"No problem, madam, no problem at all. And for you, sir?"

"I'm just gonna go for the classic and order the house lasagna."

"Ah, a man who knows his comfort food! Chef Gourmand makes a most delectable lasagna, straight from an old family recipe, albeit appropriately modernized for more refined tastes. Would you like any antipasti before the meal? Perhaps a small salad or a bowl of soup?"

You hand Proper your menus, dismissing any appetizers with a wave of your hand.

"No thanks, I'm sure we'll be full enough from the main course."

"As you wish, sir. If you change your mind, feel free to let me know."

You thank him and watch him walk off before remembering that you're feeling parched. Fluttershy is swirling her tall, colorful drink around with interest, exclaiming that she wasn't expecting it to be so fizzy.

"Well," you raise your bottle up, "here's to a great meal. And to you, Shy."

"And you as well," she says with a soft smile. "Oh, and Rarity! We can't forget Rarity."

"Of course not. And, hell, here's to Cashmere! Why not?"

"I'll drink to that," she laughs. You clink your bottle against her glass and take a long pull, feeling the cold liquid wash down your throat. It's just like Prim said: a little citrus-y, a little creamy, and just enough of a bite at the end. It's better than most of the beers you've had in Equestria. You make a mental note to remember the brewery name, so you can ask for it at a bar.

"Prim has really good taste in beer," you quip. "How's your drink, Shy?'

Fluttershy sets her drink on the table, smacking her lips at the taste. You judge that it's pretty good, if her suddenly arched eyebrows are anything to go by.

"It tastes very nice. I know Prim said it was soft on the alcohol, but, um, it's a little stronger than that."

"Just promise me you won't storm outside and demand that all the animals become your friends after you drink it." You chuckle at the story Rarity told you a few months ago; you'd have loved to be at that first Gala they attended. It sounded a lot more fun than the gatherings you usually attend with Rarity. Fluttershy buries an embarrassed smile behind her hooves, causing you to laugh louder.

"She told you about that?"

"That she did. I hear it was an interesting night."

"Oh, gosh, I'm so embarrassed!"

"It's alright, Rarity's had more than her share of interesting breakdowns. Sometimes while I'm present."

"It's part of who Rarity is. I think it's kind of funny sometimes."

"That makes two of us," you say before taking another drink. "Mind if I try your drink there? It looks pretty good."

"Hmm? Oh, sure!" Fluttershy slides you her drink across the table, carefully. You push your own bottle over at the same time.

"Cheers." You take a cautious sip, letting the flavors wash over your tongue before taking a second, longer drink. "Man, that's good. This is one of those drinks that I'd have to drink behind closed doors and never tell any of the guys about, lest I lose my man-card."

Fluttershy laughs, adding, "I'm sure Rarity would like it, too." She picks up the bottle of beer between her hooves, carefully taking a pull from it. She sets it back down, and you laugh at the expression on her face -- a 'bitter' face if you've ever seen it. "It's, um...it's good..."

"Uh-huh," you tease as you push her drink back, watching her take a quick drink to wash the flavor out of her mouth. "Looks like you enjoyed it. Surely your 'Oh Celestia get it away' look was just for show."

"I'm sorry, I don't want to sound rude or anything like that. Like I said, I'm not really a beer drinker..."

"It's alright," you reassure her, reaching a hand across the table. "Hey...I'm really glad we're getting to spend some time together. It's way overdue."

She sticks her foreleg out, letting you grasp it in your hand as she smiles sincerely at you.

"Me too. I think you're a very charming, polite man. Not to mention I've never done something like this before, so the whole sort of dinner...date...drinks...thing...is nice." She giggles, saying quietly, "I'm not very good at this."

"I think you're doing just fine." You smile at each other before pulling your hand away, slipping it back around your bottle. "So, Fluttershy...tell me about yourself. I mean, you know...besides what you told me when we were on the couch a while back."

Fluttershy sits back in her chair, making small, nervous circles on the table with her hoof.

"Well, um...what do you want to know?"

"I don't know, how about...some of your favorite things? Hobbies, things you do to pass the time, that sort of thing."

"There's not really one thing in particular, I think. I like to listen to the Royal Canterlot Orchestra -- I have three of their records -- or do some reading, mostly. I try to visit all of the critters and animals near the Everfree forest whenever I can, too. Nopony else I know seems to be able to communicate with them. Other ponies always ask me how I do it, and, well...I have to tell them that I'm not sure. I just...do. I like to think it's because I have a very open heart."

"Considering I've yet to meet anyone else who can chat up a squirrel, I'd say you're probably right."

"Not that others don't, of course! It's just, um, I should probably stop while I'm ahead."

She swirls her drink around, staring into it.

"It's not as easy as a lot of ponies make it out to be, though. It can be hard...sometimes very sad. But I wouldn't trade it for anything in the world."

You remember hearing that the animals in Everfree are fully self-reliant, and that the more natural cycles of predator and prey apply there, but you decide against bringing it up. As sensitive and caring as Fluttershy is, you're not likely to dredge up any good feelings by asking her what it's like to hear an animal describe seeing its family get eaten alive by wolves and badgers and what-not.

You try and nip her impending sadness in the bud.

"I think it's great that you do that for them. You have a very good heart. I could tell that about you from the moment I met you -- after you stopped hiding from me, anyway." You laugh quietly and take a drink from your beer, relieved to see her laugh in return.

"Well, um, you are nearly twice my size. When I'm on all fours, anyway, hmmhmm. And thank you."

A smell wafts past you and catches your interest -- and makes your stomach growl. Hopefully dinner arrives sooner rather than later.

"When I'm not taking care of the animals, I like to spend time with my friends. Especially Rarity! She's been a better friend than I could have ever asked for. And, I guess, more than a friend, now." Fluttershy moves a length of hair out of an eye again, smiling with an embarrassed grin. "It still feels a little strange to say that..."

You take the thread and run with it, interested to hear more about her thoughts and feelings on the matter.

"I know you said you've never had a guy ask you out before, but I have to ask: how, exactly, do you go from 'no dates with anyone ever' to 'I'm going to date my marefriend and her boyfriend'?"

"I'm...that's a complicated question," she answers, looking out the window. You give her time to collect her thoughts, and she eventually continues. "It's true that nopony ever showed signs of romantic interest in me, but that's probably because I'm usually kind of a loner. I think the closest I've ever come to romance -- prior to this, of course -- was when I was the talk of Ponyville thanks to Photo Finish and her, um, enthusiastic approach to fashion photography. I had a few stallions who showed up to every fashion show, but they never had cameras. If Rarity hadn't saved me from that situation--"

"A situation she was basically responsible for," you add.

"Yes, as much as I hate to say that...but if Rarity hadn't saved me from being part of Photo Finish's 'entourage', as she called it, I don't know what might have happened. I never got a good feeling from those stallions. Who knows? I might have had my own Slate to deal with, and I'm not really as, you know...proactive as Rarity is."

"Speaking of which, you did a great job helping us catch him. Thanks again, Shy. We couldn't have done it without you."

"Oh, i-it was nothing, really! I just did what anypony would have done!"

"But it wasn't anypony. It was you. You found the guards and brought them to us, and you even gave me first aid -- something I wasn't even aware you knew. The kisses were a nice touch, too."

She bites her lip and giggles at the memory.

"I was just glad you were okay, that's all. But, um, I think we've kind of wandered away from the question." Another drink from her glass and she sits up in her chair, continuing her story. "After Photo Finish I wasn't exactly in a hurry to be around other ponies, even by my standards. For a couple of weeks I was still recognized everywhere I went. I had to resort to wearing these ridiculous, over-sized sunglasses and a giant hat. Rarity liked the hat, but it wasn't really my style..."

Ah, yes. Rarity's continuing obsession with hats. One you can relate to, albeit under entirely different circumstances.

"Rarity apologized so much, and I kept telling her that it was okay, and that I forgave her, but she was insistent on pampering me until...until she, um..."

"Didn't feel guilty?" you ask.

"You could put it that way, yes. We started taking more frequent trips to Aloe and Lotus' spa, getting ponipedis, facials, massages, that kind of thing. Don't get me wrong, I really enjoy our trips there, but I think Rarity enjoys it even more than I do."

"She likes the place enough to wear around a custom-embroidered robe around the house. She got it from the spa, I think. The white one with the yellow fringe."

"Mm-hmm, she bought it straight from Aloe one day. But like I was saying, we started spending a lot of time together. During that time I always had the tiniest hint of suspicion that she liked me as more than a friend, but Rarity's far too caring to act on it. Or she was, that is. I think that wine helped loosen her inhibitions a little."

You're still not sure if the wine was the catalyst for Rarity's outpouring of long-held feelings, or if she was just using it as a cover, but either way, life has sure been different since then.

"Did you share those feelings?"

"I'm...I'm not sure. I loved her, of course, but as a friend. A good friend. I'd be lying if I said that I didn't entertain the notion from time to time, but it was never anything more than a passing thought. I mean...I'd never thought about dating a mare before then."

"Never?"

"Well...mare-mare relationships aren't exactly unheard of in Ponyville. After all, there are more mares than stallions around, and by a good number. It's not like such a thing would be frowned upon; ponies believe that you love who you love, regardless of gender...or race, in your case. There have even been ponies who married zebras, or gryphons. Nopony ever batted an eye at them for it, outside of the initial surprise.

So when I started having those thoughts, I wasn't scared of them, just a little unsure."

"And when she confessed her feelings?"

"It was, um, a long night. I think I stayed up until all hours of the morning thinking about it."

"You and me both," you add. "Everything felt like it was happening so fast; one moment Rarity is sharing drinks with you, and the next she's confessing her love and sharing a bed with you. With us. It didn't feel 'wrong', per se, just a little strange. I don't think I was entirely sure it was going to work out."

Fluttershy takes a long drink and adjusts one of the thick straps on the front of her dress.

"I...wasn't really sure either. Something told me 'take a chance, she cares about you'. So...I did. I really didn't want to intrude on your relationship. You and Rarity have such a beautiful, happy romance going, and I was worried I'd end up making one of you upset or jealous, or worse. Taking such a risk was probably the hardest thing I've ever done."

"And now that you have?"

"I'm very glad I did," she says with a heart-felt smile. "When we were up at the cabin not long ago, and I said that I loved both of you, I meant it from the bottom of my heart. Maybe I'm too quick to fall in love, but I think it's nice."

You reach your hand out and brush the stubborn length of hair from her eye, tucking it behind her ear.

"For what it's worth, Fluttershy, I'm glad you took that chance. Rarity thinks the world of you, and you've really grown on me. I care for you a lot. Even if I'm terrible at saying it," you laugh.

"I think you do just fine," she replies. You finish the rest of the bottle and push it toward the edge of the table -- hopefully Proper comes by and drops off another one.

"So what about the future? What grandiose plans does Miss Fluttershy have in mind?"

"If I'm honest, I don't really know yet. I'd very much like to have a family one day, maybe a daughter. But that's a long way from now. I guess I'm just trying to see where my relationship with you and Rarity goes, at least for the time being."

You swirl a question around in your head, trying to figure out the best way to say it, but ultimately decide to simply say it outright.

"I have to ask: what are your plans with us? I...I have something planned. For Rarity. Something big. I can't say what it is, but I'd be a terrible person if I didn't ask you where you want this relationship to go."

"Oh, I see..." She glances away briefly before meeting your gaze again. "How soon?"

"Not for a while, but it's going to happen eventually." You wonder if marriage has entered her mind as that 'something big'. If it has, she doesn't mention it.

"...I don't know," she finally answers, quietly. It's an answer filled with uncertainty if you've ever heard one. "I love you and Rarity, but I don't want to be a burden. I realize that things have been going very well for us so far, and I don't want to ruin that. I also remember that one of the big reasons Rarity even offered to let me stay with you is because she wanted me to build up some confidence in myself and know what it's like to love, and feel loved. So I guess she could sort of be a matchmaker one day and point me in the direction of a nice stallion, or mare, or whatever the case may be, but...I just don't know. I'm sorry."

She sniffs back tears even as her eyes start to glisten.

"Hey, hey," you reach a hand out and grasp her foreleg, "you don't have to be upset. Okay? You're not a burden on us. Not in the least. I'm not saying you have to make such a decision right here and now, I'm just saying that....shit, I don't even know how to put it...that we just want you to be happy." She nods her head slowly, but can't bring herself to look you in the eyes. "If it turns out that you find a nice guy, someone you enjoy being with, then by no means will it mean that we'll suddenly abandon you. No matter what, you'll always be our friend. Mine included."

"And if I don't find that special somepony?"

"Then...I guess we'll find out. I've never had a relationship as friends and, uh...lovers...with a third party before. Not that we've reached that second part, but I'm just saying it's complicated. We both know that."

The waiter comes by and floats your empty bottle away with a curt bow. He asks Fluttershy if she'd like a refill, but she politely declines. She waits until he walks away before continuing.

"I know. I definitely count you as my friends. Very close friends, at that. When it comes to the, um, 'lovers' part, though..."

You knew it was bound to come up eventually.

"That's the really complicated bit, isn't it?"

She doesn't say anything for a moment, simply nodding instead.

"Yes. I...I do want to experience it at some point, feel that wonderful intimacy Rarity always talks about, but," she lowers her voice to a whisper, "I'm...I'm...just so scared."

You grip her foreleg tighter for a moment to comfort her.

"There's a lot that goes along with it, I know. Sharing that moment in intimacy, well, it entails a lot. It's not just sex, it's everything that comes along with it. I think most people find that out the hard way."

"What about you?" she asks.

"Yeah. Yeah, that was a hard lesson for my young self to handle. Just eighteen years old, and I thought I'd found the girl of my dreams. Right up until the moment she dumped me over a fuckin' text message."

"I'm sorry," she says apologetically. You shake your head at it.

"I'm not. If someone respected me so little that they were fine with crushing me over the phone, they didn't deserve me anyway. But yeah, she was the first girl I ever made love to. I was so nervous I was shaking the entire time," you admit with a laugh. "I thought I'd sealed the deal, so to speak. Turns out she didn't feel the same way. Ever since then, I've become far more aware of what the consequences are for something like that. It's not something to be taken lightly."

Proper returns with another drink levitating beside him, and you thank him before he trots off.

"Rarity would probably kill me for talking about this so openly, but when she and I made love for the first time, I was that scared, young guy all over again. Even though I was convinced she was the one for me, there was still that nagging voice in the back of my mind, the one saying 'she could leave you any time'. I tried to ignore it, of course, but the fear was always there, for weeks. Months, even. It took a long time to get over my own insecurities.

In the end, though...it felt right. She's been the best thing to ever happen to me. So, yeah...long story short, I understand why you're scared. I don't blame you in the least, Shy."

Fluttershy lets out a deep breath, wiping the corners of her eyes.

"Thank you. To be honest, it's been something that's concerned me a lot lately. I know couples who love each other share those moments, and I thought that maybe you'd think I didn't enjoy being around you and Rarity, or...I should probably just forget it."

"You don't have to feel pressured in the least, okay? If and when things come to that, we'll just...go with the flow. If it doesn't, then we're certainly not going to think less of you. Rarity loves you a great deal. I'm still working my way up there, but I can't complain about how things have gone so far. You're a very sweet girl. I just feel lucky to know you at all."

After a brief look around to make sure no one's looking, she leans across the table and gently kisses your cheek.

"You're too kind. And coming from somepony who is the element of kindness, that's saying something," she jokes. "But really: thank you. I probably sound like a broken record saying that."

"I think it's very nice of you. Especially since you're saying it to a big, ugly human and all."

She giggles and taps your leg with a hoof under the table.

"I don't think you're ugly at all. Big, sure. But not ugly. And for someone who claims to not be very good at this, well, um...you are. At least, I think so."

You lift up your newly refreshed drink and take a sip, adding, "Nah, I'm just a guy who's along for the ride. Just like you. All I can do is hope it's not a bumpy one."

"That's very true," she laughs softly, taking a drink of her own. "I'm glad we finally got to spend some time together. It's been...nice."

"Same here, Shy. I think you're a wonderful mare. We should do this again some time."

"Hmmhmm, I think I'd like that."

Proper finally returns from the kitchen, levitating a large tray with two plates on it. The smell is intoxicating, as is the appearance.

"Here we are, a plate of gnocchi for the lady..." he sets it down gently, warning of the plate being hot, "...aaaand the house lasagna for the gentlecolt. Is there anything I can get for you two?"

Yeah, six more plates of lasagna to take home.

"I think I'm good, thanks. Fluttershy?"

"Oh, no thank you, this is very nice."

The waiter bows his head and smiles lightly, offering a final 'buon appetito' before departing again. Fluttershy starts unrolling her rolled napkin, and you laugh in disbelief as you see the uncovered utensils: A fork, knife and spoon, but sporting decidedly unconventional hoops. Fluttershy slips a hoof into one of them, tugging at the securing strap with her teeth.

"What?" she asks with a laugh of her own.

"Nothing, nothing at all. I'm just not used to seeing a fork sticking out from a pony's hoof like that. Guess I've been around Rarity too long. Magic must be a damn useful thing."

"I imagine so," she says as she secures a serrated butter knife to the other hoof, "but everypony else has to use these. No hands, after all. That or just dive your face into the food, but, um, that's more than a little impolite. Rainbow Dash likes to eat that way..."

"Why am I not surprised," you monotone. "Guess I just never really paid attention to it before, huh? At this point, not seeing a blue-tinted fork hovering beside your head is more of a surprise than the hoof-straps. But I'm just gonna go ahead and shut up now so we can eat."

It takes some effort to remove the straps from the utensils, but you eventually manage to make them a little more suitable for your dexterous fingers. You let Fluttershy take a bite of her food first, and she smiles approvingly at the taste. A bite of your own dish, and you're convinced you're about to melt into a puddle and seep onto the floor.

"Oh, man," you say with a partially full mouth, "this is really good."

Meatless lasagna. Chalk up another dish ponies are surprisingly good at making.

"Good?" Fluttershy asks between bites.

"It's the mix of cheeses, I think. Really good ricotta. That was worth the wait!" You push your plate towards Fluttershy, motioning with your fork. "Here, try a bite. I think you'll li--"

"Well isn't this a surprise!"

You jerk your head toward the all-too-familiar voice, groaning at the instant recognition.

"And here I'd fully expected to see little Miss Rarity and her charming human hunk sitting at this table. What happened, boy-toy? Rarity get cold hooves?"

Fluttershy glances up at you, and you wipe your mouth with an annoyed look as Cashmere stands next to your table.

"Hello, Cash. Rarity couldn't make it tonight, she's busy filling a client's order."

"I see, I see. So you decided to take little old Fluttershy, huh? Hello, Shy. Long time no see."

"H-Hello," she replies quietly, sinking down and pulling her plate closer.

"Gotta say, you look pretty hot, doll. If I were the one dating you, you'd be outta that dress by the end of the night. Purple's a good color on you."

"Um...th-thank you?"

Cashmere winks at Fluttershy before turning her attention back to you.

"You know, honey, you're quite the mares' man." She leans in closer, nudging your elbow with a hoof. "You gettin' a little somethin'-somethin' on the side? You can tell me, I'm not one to talk about promiscuous activities, if you catch my drift."

"No, I'm not 'gettin' a little somethin'-somethin' on the side'. Fluttershy is Rarity's best friend, and I just wanted to get to know her better. That's all. So lay off."

Cashmere puts a dramatic hoof over her chest.

"You wound me, lover-boy. I'm not here to rustle any feathers, as it were. After all, you're forgetting who's paying for your dinner tonight. No need to thank me. Just one of the many perks of my illustrious career, honey."

With a burst of emerald-green magic the sultry mare floats a chair over from an empty table, pulling it up next to you. You want to tell her to just leave, but then, she's right. The only reason you're here at all is because of her.

"So! How's the night been? Everything up to your no-doubt exacting standards?"

Your initial instinct -- to be as short-tempered with her as possible -- gradually fades as you decide to simply humor her (hopefully short) conversation instead.

"Yeah, everything's been really good so far. Food's really good, beer's good, it's...good."

"Good, good," she replies, tossing her poofy head of red hair to the side with a laugh. The stripe of creamy-yellow running through it hangs over her ear. "For a podunk little town, Ponyville has some surprisingly good restaurants, if you can afford them. Which I can."

Your beer bottle floats past you as Cashmere pulls it over, taking a long chug as you talk.

"So I gotta ask, Cash: what made you do this in the first place? We read your letter, but I don't see the thinking behind it."

"Funny you should ask." She sets the bottle back down again, waving a hoof at the waiter to bring another. "Sorry, handsome, I'll buy you a fresh one. But to answer your question: I did it because I was impressed."

You wait for her to expand upon her answer, but she simply looks at you for several seconds instead.

"...and?"

"And what? Can't a girl be impressed by an old friend?"

"All we did was get Slate arrested. Which, uh, I suppose we have you to thank for. Partially, anyway."

"Any time, lover-boy. Any time. Good to see that creep got what he deserved."

Fluttershy finally speaks up, sitting up in her chair again.

"That still doesn't answer why you set us up with this expensive restaurant."

"It's like this, Shy. Rarity and the hunky human sitting opposite you are basically my rivals. Let's not beat around the bush here. If I want to secure market dominance in Ponyville, they've gotta go. Somehow."

"Sitting right here," you say dryly.

"But because of that, I have to admire them for the shit they've had to deal with from Slate." Not to mention Cash herself, but there's no way she'll bring that up. "Rarity is putting up a good fight, which is probably hard enough. I know, I've been there. But when you add a creepy-ass stalker who jacks off to secret photos of her in some weird, love-hate relationship to the mix, well...that's something you don't encounter every day. Much as I hate to admit it, Rarity's got some balls! Figuratively, of course. Just sayin', if Rarity were a stallion, I'd let her fuck me."

A few guests turn and look at her, but she waves off their stares with a matter-of-fact "mind your own damn business."

Cashmere laughs and grabs the newly-arrived beer from the approaching waiter's tray, shooing him away with a wave of her hoof. "You know her better than I do, boy-toy. At least in that department. Though it's not due to lack of effort on my part. Heh."

You give Fluttershy a confused look and a shrug as Cashmere empties nearly half of the bottle in a single pull. She exhales sharply and chuckles, flipping the beer around to look at the label.

"Cascade Falls, huh? You've got good taste, honey. But I bet I taste better."

Fluttershy's eyes go wide at the statement, and she blushes hard, which only makes Cashmere laugh harder.

You roll your eyes and take a sip of your own.

"If you taste like hops, Cash, you probably want to see a doctor about that."

"Ha! So he does have a sense of humor. Touche, handsome. Touche."

"I do what I can."

"So yeah, I thought you and Rarity deserved a little reward for handling that...situation. Not every day you get to beat the shit out of a creepy pegasus, huh?" Ponyville must have a few gossipers, because you didn't tell a soul besides Pipe, and he's not one for spreading secrets.

"How'd you even hear about that?" Fluttershy asks.

"Please, gorgeous, I have my sources. Let's just say I know a stallion in the royal guard who was privy to that information. They may be hard-asses in that shiny armor of theirs, but at the end of the day they're ponies like the rest of us."

"So, um, what did you hear?"

"Well..." Cashmere leans back in her chair, floating her beer bottle beside her. "From what he told me, that Slate guy was busy being distracted by Rarity's not-insignificant charms while boy-toy here rummaged through his shit. You know that's basically illegal, right, boy-toy?"

"I had some idea, yeah," you answer. "But the ends justified the means."

You're very much aware that your food is getting cold, so you motion for Fluttershy to keep eating. She does so once you pick your fork back up and continue your meal despite the very frank discussion coming from the flirtatious mare to your left.

"Pretty much. So anyway, I guess you found whatever it is you were looking for, and that's when Slate decided he'd had enough of Rarity's bullshit and headed home. Now, Rarity can be a bitch -- and I should know, it takes one to know one -- but if even half of the things I've heard he called her were actually spoken, well...not even she deserves to be berated like that."

You nod in agreement, remembering very clearly the horrible insults Slate threw at her.

"That was the last straw. Soon as he opened that door," you form your hand into a fist, "I socked him right in the fuckin' jaw. Uh, pardon my French."

"If you think that's some ear-burning French, honey, you've never heard me in the sack. I'd make a guard blush red."

You ignore her, continuing your re-telling of the moment.

"I thought that was that, but I gotta admit: Slate's a tough bastard. Slammed me right into a wall and tried to cave my head in with his hooves. Caught him with a knee right between the ribs, though. He still wasn't done after that! After a struggle my self-defense training kicked in and I snapped his damn leg like a toothpick. That took the fight out of him. At least against me."

She arches her eyebrows at your description.

"To be honest, I'm surprised he even put up a fight at all. You're twice that asshole's size! You probably could have broken his scrawny ass in half."

"Oh I thought about it," you admit, "but ultimately we just wanted him to face justice. Legally. But, uh, don't discount his strength. If I've learned anything in my time here, it's that you ponies are stronger than you look, no doubt about it. Slate worked construction for several years before winding up next to me. You don't get fat and lazy hauling two-by-fours all day."

"Makes sense. Anyway, my guard acquaintance told me they started chasing him in a little aerial display before he tried to crash his busted ass into you. That probably wouldn't have ended so well, for either of you."

No, I won't let him hurt you! Rarity's voice plays in your head as you remember the sight of the angry pegasus speeding toward you.

"It could have been much worse, yeah. Rarity saved the day. Maybe even saved my life. Again."

Cashmere shakes her head and laughs in disbelief.

"Teleportation. No shit. Who woulda thought miss fancy-ass Rarity had it in her?"

"She'd been trying for quite some time," you tell her. "She even tried to, uh, teleport with me once, but it didn't work out so well. There were some, you know, side effects..." You quickly take a drink and hope you won't have to expand upon that particular incident.

"You mean she wanted you to fuck her horn with your mouth?"

Cashmere's frank description causes you to choke on your beer, sending you into a fit of coughs as you pound on your chest. You catch a glimpse of Fluttershy's reaction, and you could best describe it as 'terrified confusion'. Of course, Cashmere finds the whole thing absolutely hilarious.

"Oh come on, lover-boy! You think Rarity's the first unicorn to try teleportation? It's a rare side effect, sure, but it's not unheard of. Never tried it myself, but it could be fun. Maybe then I could claim that I know what it's like to be sucked off. Ha!"

You reach for your napkin and wipe your mouth, waiting for a final cough to pass before putting it back down.

"I'm just kidding. I can't be assed to take the time to learn a spell like that anyway. I'm a busy mare. Anypony who can do so is surely a...Rarity? HUH? HUH?! Eh, I thought it was funny. Fuck you. Haha!"

Well. That was unexpected. You're not entirely sure how to continue the conversation from such a point.

"Sooo...uh...hey! Thanks for the dinner, Cash. Despite our issues with one another, I actually do appreciate it. So does Rarity. And Fluttershy, since she's here, of course." Fluttershy nods, adding a quiet 'thank you' of her own.

"Hey, any time, handsome. Well, not any time -- a mare's gotta make a living, after all -- but if you two, or three, whatever, keep pulling shit like you've been doing, who knows? I might have the hookup for you once in a while. Consider it a sign of mutual respect, at least on the business side of things. Just don't get carried away. I still have a reputation to maintain." Cashmere lifts the bottle once more and downs the rest of it, setting it down on the table with a loud exhale of satisfaction. "I'll let you two lovebirds gets back to your dinners. Oh, and if you're getting dessert -- and I really think you should -- the tiramisu is orgasmic. Trust me on this."

"Well, I always did like tiramisu," you reply.

"See? Man after my own heart. Thanks for the beer, even if I'm the one paying for it. Always fun to speak with you."

"Likewise, Cash."

"Send my regards to Rarity, will you? Tell her Cashmere says 'hello, gorgeous'."

"Of course."

"Good." The cream-yellow unicorn hops down from her chair and floats it back over to an empty table. "See you around, handsome. And Shy."

"Um, take care, and thank you again." Fluttershy is nothing if not polite, even to ponies who aren't necessarily polite in return. You tip your bottle towards Cashmere with a nod.

"Stay classy, Cash."

"You know me, lover-boy," she says as she starts walking off, "I'm always classy."

==========

The rest of your dinner is uneventful -- you spend another hour talking and laughing with Fluttershy, passing on a third beer in favor of some simple iced tea, which she also orders. Cashmere doesn't show up again, much to your relief. It allows you to hold a nice conversation with your feathery date, talking about your old life and the things you saw as a kid, the people you met, and the many (hard to explain) technological marvels that she can't even fathom. You even threw in a quip about how Twilight would love Wikipedia; Fluttershy had no idea what to think when you told her it was basically the entirety of human knowledge available at your fingertips.

'That's a lot of libraries,' she joked. You're pretty sure Twilight would have gone insane at the possibilities.

Most of all, she wanted to know about your siblings, your brother and two sisters. Family life among humans fascinated her. You told her it wasn't that much different from ponies, albeit with a much higher instance of children growing up with only one parent around. Apparently that's a pretty rare thing in Equestria, barring death or some horrifically misguided spouse.

So you told her about your younger brother and how he was already taller than you when you last saw him, how he's likely to be well over six feet tall when all is said and done. You told her about your two little sisters and the drama they always brought to the family with their teenage angst and theatrics, but ultimately were there for each other.

Most of all, you talked about your mother and how she'd raised four kids by herself for most of her life. You envied Fluttershy for growing up with both parents, and in return she envied you for having siblings. As you found out, she's an only child. Maybe that's why she's such a loner.

You had a little room left for dessert, so you did, in fact, order the tiramisu like Cashmere suggested. Turns out she wasn't lying; it was pretty damn good. After that, you were so full that you didn't even dare move from your seat for the next twenty minutes, lest everything you'd eaten come back up.

"If I ever see another plate of lasagna, I'm going to run screaming from it." You pat your stomach for emphasis, which is now bulging out a little more than it was before you arrived. At least the air is pleasantly cool once you slip back into your winter jacket.

"I think we ate enough food for three ponies," Fluttershy responds, happily trotting alongside you. At least she had enough sense to not stuff herself silly. In fact, she seems just as pleased as she was before you started eating. Maybe even a little more -- though whether it comes from her personality or from the not-insignificant amount of alcohol that spiked her drink, you can't say.

"Ugh, tell me about it. I can't believe I ate so much. I don't know what it is about Italian food, but I just can't help myself. I blame growing up in an Italian family. Especially my grandmother. Heh."

The large windows of the Carousel Boutique glow with faint light just ahead of you, no doubt from Rarity fussing about. You doubt she's been working on the dress the for the entirety of the nearly two hours you were gone, but once she gets in her 'zone' it's hard to break her out of it. You wouldn't be surprised to find her neck-deep in stacks of fabric and surrounded by a dozen ponnequins.

Even though you're always happy to come home knowing she'll be there waiting for you, you can't help but feel a little regretful that your evening with Fluttershy has to end. She's been the pinnacle of charm and sincerity tonight, and you've learned more about her in a few hours than you had in a few months. All in all, it's been a very nice night. You would have done it even without the free dinner...though you certainly wouldn't have turned it down.

"Before we go in," Fluttershy says quietly, poking a hoof to your side, "I just wanted to say, um...thank you. For everything. I know dinner was Cashmere's doing, but I had a wonderful time with you. It was very nice to get to know you better. Hopefully none of my questions made you uncomfortable or anything like that..."

"You're very welcome, Shy. Though, really, if you're going to thank me, then I have to return the favor and thank you as well. I couldn't have asked for a nicer dinner date."

Fluttershy unfurls her wings and gives a quick flap into the air, hovering just in front of you. Her pink mane bounces as she does. "To be honest, I feel really bad that I waited this long to ask you. I should have thought of you more, instead of letting last week come and go, even with Slate looming over our heads at the time."

"Oh, it's okay," she reassures you with a smile. "I'm just glad we got to have the night together at all." She moves in closer and warmly kisses your cheek. "You're a very sweet man. I can see why you and Rarity get along so well. Plus, it can't hurt that you counteract her dramatics a little bit, hmm-hmm."

"Yeah, she can be a handful sometimes, no doubt about it. Always makes me smile, though. That's all I can ask for. And hey, you've certainly made me smile tonight, Fluttershy."

You laugh at your own praise, burying your face in your hand with a quiet muttering of "God, that was corny..."

"I don't think it was corny at all," she giggles. "It was very nice."

"Heh, thanks." You take a deep breath and pull out your house key as you get closer to the Boutique. Rarity's shadow passes by the window, another, smaller shadow hovering just above her. "Ready for some shut-eye?"

As if on cue, Fluttershy yawns before answering.

"Oh, goodness. I didn't even feel tired until you mentioned it!"

"I know you're usually in bed early. Bit of a morning pony, huh?"

"Mm-hmm. I have to be, because a lot of the animals wake up early. I can't help if I'm not awake, after all."

You struggle to find the front door lock for a few seconds -- you keep reminding yourself to replace the bulb on the patio light, but you always put it off. The door clicks open after a moment and you step inside after Fluttershy, closing and locking the door behind you.

"So!" Rarity anxiously calls out as she trots over to the entrance way. "You simply must tell me how it went! And spare no details, my loves! Come, come, don't just stand there with your mouths agape!"

"Uhhh, hi, honey." You remove your coat and set it on the kitchen table next to your suit jacket. Rarity certainly didn't waste any time with little things like 'greetings' this time. She must be really eager to hear about your night. "Nice to see you, too."

"Hmm? Oh! Oh, dear, I've completely forgotten to welcome you back! Silly me. Busy night and what-not. You understand."

Rarity jumps up and kisses your cheek, then does the same to Fluttershy.

"Hello, darling. I trust you had a good time?"

"Very good, in fact. You?"

A small pincushion -- decorated to look like a tomato -- hovers beside her. You wonder if she even realizes it's there.

"After I finished that finicky dress to my satisfaction, I simply couldn't just let such a productive period go to waste! So, with hoof and horn I sprang into action and finished three more! Can you believe it? Oh, it feels so nice to have things going ahead of schedule for once. I swear, it's been ages since that happened."

"Wow. Sounds very...productive."

"Indeed so! I dare say I should be able to sleep in a bit tomorrow morning. Celestia knows I could certainly use it. But! Enough about me. Let's talk about you! Both of you, that is. How was the night?"

You lay your palm out across the table for Fluttershy, who rests a foreleg in it with a smile.

"We had a very nice night. Fluttershy was charming and funny and all that, you know...good stuff. Learned quite a lot about her, and even a little about you, hon."

"Oh? I do hope it wasn't too embarrassing..."

"Nah, just some of the adventures you've gone on. I'd love to hear about them some time. But yeah, The Galloping Gourmet was a really nice place. Freakin' expensive, but nice. All I can say is: I'm glad I wasn't paying for it. Food was excellent, though. Well worth the money, provided we could ever afford it."

"Really, now? I'd always heard it was rather pricey, but--"

"Forty bits a plate. Average."

Rarity's eyes shrink down to pinpoints for a brief moment as she processes what she just heard.

"Forty bits? For one plate?! Goddesses, what a thing to charge!"

"Like I said: good thing we didn't pay for it"

Fluttershy speaks up as she pulls the small, teal butterfly from her mane.

"I learned a lot about him, as well. From the sound of it, he had a very nice family at home." She turns toward you and gives you a sympathetic frown. "I'm really sorry you had to leave them behind. It must be terrible."

"It's alright. It's been a good, long time now. Just have to make the best of things here, that's all. Considering I've got Rarity, and now you, living with me, well...I'd say I'm doing okay so far."

"That's good," she smiles.

"Oh, hey, honey. Guess who we ran into?"

Rarity puts a hoof to her chin in thought.

"Hmm...Twilight? If anypony could afford such an extravagant place, it's her. Provided she's with the Princess, that is."

"Not Twi, no. Someone who knew we'd be there."

She puts her hoof down at the realization, arching an eyebrow curiously.

"Cashmere? You ran into Cashmere?"

"That we did," you answer.

"I see. I suppose I shouldn't be surprised...after all, she did send the voucher in the first place. How did that little run-in go?"

"Actually...it wasn't too bad," you reply with a shrug. "She was very personable, at least by her standards. Lewd as always, but personable."

"Well color me surprised." Rarity leans against the corner of the wall, suddenly remembering the pincushion floating beside her. She tosses it away with an embarrassed laugh. "Whoops. Heh heh..."

"She said it was congratulatory," Fluttershy adds. "She thinks we handled Slate really well. I don't think she knows all of the details, but she has the basic story down. I, um, think she knows that young guard who helped arrest him."

"Somehow I'm not surprised, darling. Cash has always been one to flaunt her connections. Even if tonight's dinner was out of the goodness of her heart -- whatever heart she has left, anyway -- I'm more than sure it was, at least partially, a way to show us how 'important' she is."

You shrug, not really sure it matters much.

"Well, if she wants to spend a hundred and fifty bits to say 'I'm special', I'm not gonna stop her. The lasagna was too good for me to care." You belch quietly, trying to cover it with a hand. "Sorry, heheh."

"Good to see upper-class dining hasn't changed you too much, dear." Rarity pokes your stomach with a hoof, and you jerk away with a laugh. You're pretty sure anything that would upset your stomach right now would lead to a horrific outcome. At least, a messy one. "But yes, I suppose I shouldn't look too deep into this, hmm? Perhaps she really was just being nice for a change. It would certainly be welcome."

You stretch and yawn, feeling a little tired from all of the food you scarfed down.

"So, yeah...we had a good time. I think we should do that again some time, Shy."

"I'd like that very much," she replies. "I had a wonderful time with you tonight." Fluttershy glances up at the Opal-clock on the wall, yawning softly. "I should really head off to bed. Tomorrow morning is going to be busy with some of the winter birds looking for food. I hope I have enough..."

Rarity trots over and puts a foreleg around her neck.

"Heading off so soon, darling? You sure you can't stay a while and join us? I could make some coffee, or tea."

"That's alright, but thank you anyway. If I don't get enough sleep I can be moody," she giggles.

"That makes two of you," you quip, nodding toward Rarity.

"Please, dear, you're not one to talk about sour moods from lack of sleep. Need I remind you of last time? I swear, it was like waking a sleeping bear!"

"Yeah, yeah..."

Fluttershy leans in and gives Rarity a kiss before jumping down from her chair, then steps over to you and puts her forelegs around your neck. "I had a very nice time tonight. Thank you." For once, Fluttershy pulls you into her, instead of the other way around, and gives you a warm, caring kiss. She lingers longer than you'd have thought, becoming a little more passionate and forceful after a moment. When she finally pulls away she's blushing bright red and breathing just a little bit harder."I really like doing that," she says with a quiet laugh. "If either of you need me, I'll just be in Sweetie's bed tonight. I know you two have, um...plans."

"You don't have to do that," you answer, running a hand down her side. "Our bed's more comfortable. We can just stay downstairs for a little while so we don't wake you."

"No, that's okay. I don't mind."

"You're sure, darling?" Rarity asks. "You know you won't burden us."

"I'm sure, but thank you anyway. Good night." With a final, quick kiss she trots toward the stairs, waving as she reaches the top of them.

"Good night!" you call after her. "Sleep tight, Fluttershy!"

You listen to her hoof-falls echo through the boutique, then her door shutting quietly, before turning your attention to Rarity. She's already beside you, motioning for you to sit up. You do so, letting her sit up on your lap, straddling a leg.

"It would seem you two had quite the enjoyable night," she says.

"We really did. I wasn't sure at first, but she grew on me pretty quickly. She's so...friendly. I've listened to girls prattle on and on about this and that, and not really cared much--"

"I know that doesn't include present company." She gives you a mock stern look, and you shake your head with a laugh.

"Of course not! I always enjoy talking with you, hon. But like I was saying, there's something about her that really draws you in. She's this timid, shy little thing, but once you really get to know her she's very enjoyable to be around." You give Rarity a quick kiss before adding, "I realize why you spend so much time with her now. She's a great girl."

"I like to think so, dear. Seven years is quite a long time to know somepony. Never once have I regretted it."

"Oh, I almost forgot. Cashmere wanted me to tell you 'hello, gorgeous'." You bounce your non-existent long mane in your hand, throwing your head dramatically like the flirty mare herself. Rarity laughs at your display, much to your relief; at least you're not terrible at emulating Cashmere's little motions.

"Sweet Celestia, that must have been an interesting conversation. So how many times did she try to flirt with you, darling? Ten? Twenty?"

"Honestly? I think I lost track after a while."

Rarity scoffs and throws her own head back, letting her long, purple curls hang over her eye.

"Really, now, you'd think she'd know better. After all, she can't hold a candle to my own skills in seduction. Wouldn't you agree, darling?"

"Oh, without a doubt, baby." She gives a wry smile at your answer, leaning her head back against your shoulder and reaching a foreleg around your neck.

"Speaking of which...I do believe Fluttershy mentioned something about our 'plans'. I hope you haven't forgotten..." You move your head a little and see her slowly grinding back and forth on your leg, staring up at you with that seductive smile you love so much.

"How could I? Just, uh, be careful of my stomach for the time being."

"Well then, it's lucky that your stomach is the last thing I'm concerned with right now."

"Oh yeah?" You smile and run a hand over her chest, starting to feel yourself becoming less tired and more excited. "I seem to recall something about a little dress-up."

"Believe me, darling, I have something you'll enjoy. But first you'll have to follow me upstairs..."

Rarity hops down from the chair, looking over her shoulder with a wink as she starts heading upstairs. As soon as you reach the second floor you feel the familiar tingle of magical energy against your skin as your dress shirt unbuttons itself, getting pulled off you along with your tie. They hover alongside you, folding themselves neatly.

"That's a new trick," you laugh. "You didn't even have to look."

"What can I say?" she answers playfully. "One doesn't spend all day working around clothing materials without being able to move them on a whim. Or remove, in this case."

You walk by Fluttershy's temporary room, noticing that the light is off under the closed door. You wouldn't be surprised if she's already asleep. Even so, you take care to avoid making any noise until you reach your own room, quietly closing the door behind you.

"Hopefully we didn't wake h--whoooa!"

Before you can react you're hovering upside down, slowly floating toward the bed. Backwards. Rarity giggles at your expression, staying just ahead of you as you move.

"I thought I told you about levitating me, honey," you joke, crossing your arms indignantly.

"Oh, hush. I'm not levitating you, I'm levitating your clothing. You just so happen to still be wearing it!"

"Uh-huh. I think you're just showing off."

"I am a lady. A lady does not 'show off'. A gorgeous unicorn who has been waiting all day to have you to herself, though...she might show off a little. Should she feel so inclined."

"Which apparently you do. She does. Third person speak confuses me."

"You, confused? Perish the thought!" You're finally dropped gently on the bed, where she quickly jumps up and lays herself on top of you. Her soft coat brushes against your chest as she plants a string of kisses over your chest and up your neck, meeting your lips for a passionate, deep kiss.

"I have been waiting for this for a long time, my love," she says as she pulls back. She runs a hoof along your cheek and smiles at you as you put your arms around her back. "It certainly feels like a long time, in any case."

"I have too," you say with a smile of your own. "Spending time with Fluttershy was really nice, but you are who I look forward to coming home to, Rarity. Always will be."

"As are you, darling. Though you've certainly made me wait long enough," she laughs. "Even a lady has urges. Those urges cannot be adequately fulfilled by herself. A hoof just isn't the same! Even with the assistance of some simple levitation and a properly-sized bit of, ah, 'assistance', it pales in comparison."

You arch an eyebrow at her, chuckling at what you're pretty sure she just implied.

"Honey, did you...pleasure yourself while I was gone?"

"Well, I, ah...a lady such as myself sometimes has very strong urges. It's only natural!" You laugh harder at her admittance, making her blush lightly under her white coat. "I don't see what's so funny! How many times have you decided to take matters into your own hands, such as it were?"

"If I had a dollar for every time I did, I could retire a wealthy man!"

She clops a hoof on your chest and scoffs playfully.

"I swear, you're almost as bad as Cashmere!"

"Oh come on, babe. How long have we been together now? Long enough for such a thing to be common knowledge, I would think. Besides, I think it's fuckin' hot."

"...you do?"

"Are you kidding? The thought of you moaning and writhing in self-pleasure, all because you just can't wait to get me alone...yeah, that's pretty awesome. I'm flattered," you laugh.

"Well, when you put it that way, I suppose..." she flicks her tail from side to side. "But nevermind that, I've got you here, in this bed, all to myself!" She pushes you down into the bed with her forelegs for emphasis. "Every moment you lie here and make fun of me is another moment you're not inside of me!"

You laugh hard at her sudden aggression, watching her try to hide a laugh of her own before giving in and joining you.

"You certainly have a way with words, Rarity!"

"But of course I do, darling! Miss Rarity must be straightforward in all things. Which reminds me, I had something I wanted to show you. Do be a dear and wait here." She leans down and flicks her tongue across your lips, then whispers breathily into your ear. "Won't you?"

"Baby, if you keep this up, I'll wait here all night for you."

"I appreciate the dedication, my dear, but I'm afraid I can't wait all night. I'll return in just a moment."

Rarity climbs down from the bed and slowly walks away, flicking her tail up and letting the long curls play against her back, simultaneously giving you a very nice view. Now you really do hope it isn't too long of a wait. You wonder what the surprise could be -- last time it was elbow gloves and lingerie. What could possibly beat that?

Fortunately, you don't have to wait long. The bathroom door opens up again, and Rarity sticks her head halfway out with a sly smile.

"Are you ready, darling?"

"That depends. What are you hiding back there?"

"Do you remember when I asked you if you had any specific turn-ons a little while ago?"

"Yeah...what about it?" It wasn't even two weeks ago, at least as far as you can remember. You listed a few things you'd always enjoyed on women, some things you'd wanted to try, and some things that kinda scared you. For her part, Rarity shared her own. Turns out, she really likes the smell of vanilla candles. And the feel of silk. And your jeans-and-t-shirt work outfit. You still have to find a way to bring a hard hat home one of these days to complete the look...

"Well, I thought you might enjoy this..."

Rarity finally walks the rest of the way out, and your jaw hits the floor.

"Oh...my...god."

Her lacy, black stockings and garter belt are back, but this time they've been joined by...

"A skirt?!"

She struts over, standing at the side of the bed, and starts making a slow circle so you can get a better view.

"Are you surprised?" she asks with a seductive laugh.

"Shit, I'll say! Where did you...I mean, when..."

"Well, when you mentioned that you enjoyed skirts -- and the shorter the better -- I thought I would try my hoof at making one. Though, really, I fail to see the point of a skirt when I'm usually on all fours anyway..."

"Not the point, hon. Not the point."

"I even used an old bolt of plaid cloth to make it! Hard to believe I still had it. Who wears plaid, anyway? Such an atrocious pattern."

"It's a guy thing," you laugh. "It'd be hard to explain."

"Despite the questionable choice of pattern, I must admit...I kind of like it! It makes me feel...sexy."

"Sexier," you correct her. "You're wearing lingerie and a skirt with nothing underneath it. You're basically the embodiment of all my fetishes right now."

She giggles and bends down on her forelegs, lifting her rear in the air.

"God damn, honey. You should see what I'm seeing right now."

"I take it you're enjoying the view?"

"I take it that's a rhetorical question?"

"Just checking, darling. So...now that you've got me alone, what do you want to do to me?"

"Come on up here and you'll find out." You pat the bed next to you and Rarity climbs up, sprawling out across the bed and slowly inching her way toward you.

"What do you want me to do?"

"Now where's the fun in that? Surprise me. I'm sure you'll come up with something." Rarity straddles your waist and bites her lip, teasing the bulge in your pants. The new skirt looks amazing on her -- in her current position it hangs down just above her bent knees. I am the luckiest man in the world, you think to yourself.

"It would seem you're eager and ready, wouldn't it? I must say, you don't take much encouragement!"

"Not when it's you we're talking about, hon. Especially with that get-up you're wearing."

"Oh, this old thing?" she says playfully, running a hoof down her side. Her lacy lingerie brushes against your skin as she does. "I suppose I could get some use out of it."

She leans forward and presses her lips to yours, moaning softly as you slip your tongue into her mouth. It feels like it's been forever since you felt her coat and skin against yours, even if it's only been a few days. It's a feeling you've missed greatly.

You kiss down her neck and lightly bite her shoulder, which she gratefully responds to by pulling you into her as hard as she can with a quiet sigh.

"Let's get you out of these pants, shall we?"

You were expecting her to do so with a bit of magic, but she surprises you a little by sliding down to your knees and smiling at you. Her hooves work at your belt for several seconds before she impatiently unclasps it with a brief flash.

"I was trying not to do that, but that ridiculous end is so hard to work with! Anyway, back to what I was doing, hmm-hmm."

You look down and see her pulling at your zipper with her teeth, and she catches your gaze with a laugh.

"The wait must be excruciating."

"I won't lie, it's not exactly easy to wai--" You stop mid-sentence with a gasp, slowly relaxing as you feel her close her mouth around you. "Oh, wow..."

You lay your head back and enjoy the sensation as she works you over. Your hand reaches down to her head and runs through her long, soft curls -- oh yes, this was definitely worth the wait. Her tongue slides over your most sensitive areas, and you have to grunt with exertion to keep from ending things right then and there.

"Mmm, I do believe you're properly ready now, darling." Rarity sits up and slides your pants and boxers off the rest of the way, even taking a moment to fold them and deposit them in the clothes basket. You laugh at her tidy ways, to which she replies, "there's always time for a little cleanliness."

"Uh-huh. You know, I'm perfectly fine with them ending up on the floor for now."

"You may be, but I'm not! After all, a clean bedroom is a happy bedroom."

"I don't know, I'd say the bedroom is pretty damn happy right now," you joke.

"If it's happy now, it's about to be ecstatic before I'm through with you, dear." She pushes herself up so that she's standing on all fours and brushes the skirt down. It hangs off her just after the base of her tail.

"Darling, I want to do something we haven't done in some time."

"Hmm? What's that?"

She turns her head to look at you over her shoulder.

"I want you to make love to me just like this." She bends down on her forelegs for emphasis, throwing in a playful little shake of her rump. "I know you like it..."

You almost fall over as you attempt to sit up, eliciting a laugh from Rarity in the process. Eventually, though, you balance yourself on your knees and move in behind her.

"Come on, darling. Don't make me wait all night."

You run a hand down her back and over the soft fabric of her new skirt, lifting it up slightly so you can tease between her legs with your fingers. She groans as you slide over her sensitive areas, her body wobbling slightly as she tries to steady herself.

"Mmmnn...the teasing does not help," she says into a blanket.

"You know you like it, baby."

"Normally I wouldn't object," she says as she throws her tail over your shoulder. You glance down at it and chuckle. "But right now I need to feel you. Inside of me. Right now."

"Aren't you aggressive tonight?" you tease her.

"Perhaps I'm not being clear enough," she says with a dramatic exhale. She reaches out a foreleg and pulls you toward her, whispering into your ear. "Stop delaying and fuck me. Darling."

You don't break eye contact as you follow her order and quickly thrust into her, smiling wryly at her resulting gasp.

"Oh, Goddess...that's better."

You kiss the back of her neck and move to a more comfortable position, grasping her flanks for leverage, your fingers gripping her skirt tightly. She feels amazing as you slide in and out, working up a good rhythm.

"We should really...do this one...more often..." you say during the brief moments you have that you're not being overwhelmed by surges of pleasure.

"No argument...here...mmmm..." You tilt your head slightly and watch her close her eyes in ecstasy, her mouth hanging part-way open as a moan escapes it. "Harder..."

You pick up your pace, moving in and out a little faster while still trying to keep from going fast enough to push you over the edge. "I said, harder."

You let out a loud sigh as you do, feeling yourself becoming almost light-headed from the flood of endorphins coursing through your body.

"Honey, I don't know...how long I can...keep this up at this pace..."

"You are not allowed...ohhhh...to come until I do. Do you understand?" She smiles at you and licks her lips. "Miss Rarity commands it."

You decide to go along with her little roleplaying, answering with a "Yes, ma'am."

"Good. Now keep going."

You shift your position slightly, sliding an arm under her chest and carefully lifting the top half of her body up so that her back is pressed against your chest. Her showy bravado is completely gone within a few moments, giving way to increasingly loud moans and gasps of pleasure. You tilt her head toward you with three fingers and kiss her deeply, her own outbursts of ecstasy mixing with your own.

"I love you, darling..." she says breathlessly, her eyes half-open.

"I love you too, Rarity," you say in return, meeting her for another kiss. Despite your best efforts to control yourself, you start feeling the familiar build-up inside of you, your body involuntarily moving faster and harder. Rarity tosses her head back against your shoulder, wrapping both of her forelegs around the back of your neck. No longer able to keep herself from simply going at your pace, she begins to rock her hips back and forth. A loud, almost screaming moan escapes her mouth, and she stares up at you with desperate eyes.

"Come with me, my love..."

You don't need much encouragement to do so. Within seconds you have to bite your lip as a powerful wave of pleasure surges through you, causing you to wobble unsteadily as you struggle to remain upright. Your grip on her skirt is so strong that you end up almost completely pulling it off, leaving it hanging from her tail and brushing against her leg.

Rarity's body bucks against your own as her orgasm runs its course. She's literally pushed down on you as far as she can go, her legs quaking at the sudden release.

"Oh...oh, baby...that was amazing..." She thrusts her hips a few more times as the last remnants wash over her. "Goodness, I needed that..."

"You and me both," you say breathlessly, feeling absolutely drained. "Oh, fuck..."

"My thoughts exactly," she laughs quietly. She doesn't pull away, but instead nuzzles her head between your neck and shoulder, letting out a deep breath of relief. "I just want to stay like this for a moment, darling." She smiles as you run a hand through her mane and softly kiss her horn.

"I think the skirt was a success," you laugh.

"So it would seem. Oh, my..." She kisses your neck and runs a hoof over your cheek. "I...I know you have work in the morning, love, but if you feel able to, I would very much like to spend another hour with you." She brushes a leg against your own, letting the fabric of her stockings play against your skin.

"Hmm...another hot, sweaty hour with the sexiest mare alive? I think I could do that." You laugh quietly and slide a finger over her lips, which she bites gently and sucks on.

"I'm glad you see things so reasonably. After all, it's not every day that you fall in love with somepony who makes skirts and lingerie in her free time, hmm?"

"You can say that again. And thank god for that! I wouldn't have it any other way, honey." You wrap an arm around her chest, adding, "though I am kinda thirsty..."

"You? Thirsty? You don't say." She giggles and looks down at her skirt, now hanging loosely on her. "Oh, dear. I'm going to have to adjust it again."

"You want me to grab you a drink, baby?"

"Well, since you mention it, I could go for one right now. Funny how such strenuous activity leaves one feeling parched, isn't it? I believe I may just follow your lead this time and take one of those colas you seem to enjoy so much. Preferably ice cold."

"You want a Sparkle~Cola?" You put a hand over your forehead in a show of theatrics. "What has the world come to!"

"Oh, hush!" She covers up a laugh with a hoof and pounds your chest playfully. "For some reason, I find myself actually feeling somewhat tired of wine..."