Fluttershy stood in front of her closet mirror and adjusted her large safari hat. After fixing it perfectly straight, she bumped one side with the tip of her hoof so that it lay tilted slightly to the left.

"Okay... What else do I need?" She blew a strand of her mane from her face with a wide smile and glanced around her bedroom.

Tap tap!

Fluttershy flinched and tucked her wings in at the sound, then blushed and giggled as she headed to the front door. As she pulled it open, Rainbow Dash trudged inside with a safari hat of her own and a crooked frown.

"You ready or what?" she asked with a huff.

Fluttershy beamed and nodded. "I think so. I was just wondering if I had forgotten something."

"Fluttershy," Rainbow Dash groaned. "Come on already so we can get this over with..."

Fluttershy forced a nod and held her smile as she slid two pairs of binoculars into her saddlebag. She then held the front door open, and Rainbow Dash trotted back outside with drooping ears.

"You know... I... I can go alone if you're too busy. I don't mind." Fluttershy gulped and trotted ahead.

"No. I'm already here so let's get a move on." Rainbow Dash took flight and hovered just above Fluttershy's head. "Wouldn't wanna miss watching butterflies go somewhere..."

"You're right. I hope we don't miss them." Fluttershy fluttered off the ground and drifted upwards.

"Not like we couldn't just watch them again next year, or every year for that matter..." Rainbow Dash muttered.

Fluttershy merrily flapped along as the two left town. They headed over a large range of hills and found a poofy, pillow-like cloud to rest upon overlooking a gigantic valley. Tall trees blanketed the landscape around a deep, winding river, and the sky was clear aside from a few clouds floating above the treetops.

Fluttershy caught her breath while Rainbow Dash plopped onto her back and stared straight up into the sky.

"Is something... bothering you?" Fluttershy asked.

Rainbow Dash huffed and shook her head. "It's nothing. Don't worry about it, Shy."

Fluttershy nodded and raised her hoof. "It's just that you'll miss the butterf—"

"I don't care! Just let me know when they show up." Rainbow Dash gritted her teeth and rolled onto her side, where she squeezed her eyes shut and bit her lip.

Fluttershy winced and dropped her binoculars onto the cloud, deflated. "I'm sorry..." she said with a sniffle and flattened her ears.

Rainbow Dash felt her stomach churning while she forced herself to sit back up. "Look. It's fine. Let's just watch these things like we do every year. Okay?"

Fluttershy wiped a tear and sniffled again. "It's not like every year if you're mad at me... I like watching the butterflies, but I like spending time with you too."

Rainbow Dash rolled her eyes and groaned. "I'm not mad at you. I'm just mad at mysel... Never mind."

"Grumpy? Did you not sleep well?" Fluttershy asked with a bright smile. "I'm sorry. I'm just so relieved that you aren't mad at me. I thought I did something."

"You did! Or... didn't. That's the problem!" Rainbow Dash shouted.

"Oh." Fluttershy squeaked and ducked behind her mane.

"It's just that I told myself I wasn't coming with you this year because I'm upset about you bailing on me during The Great Dragon Migration. And here I am anyway." Dash crossed her front legs and pouted. "I don't know why I bother when you don't have a problem ditching me."

Fluttershy's eyes watered over and she looked down at her hooves. "I really tried to go, but... It was just too scary to think about. I really didn't want to and the only reason I tried at all was for you, but when the time came I..."

At the sight of Fluttershy's tearing eyes and drooping ears, Rainbow Dash's heart sank. She swallowed her pride and held a hoof out. "It's not... I mean..." She scratched her head and glanced away.

"I couldn't make myself. I really did want to, you know..." Fluttershy sniffled and wiped her muzzle.

"Yeah yeah. Don't sweat it. But I wish you saw it, Shy. I bet you would have loved it. "Rainbow Dash scoffed and shook her head. "It'll be forever before they come back too. The six of us will probably never get a chance like that to see again."

Fluttershy hung her head and let her limp wings slip down her sides.

Rainbow Dash frowned and wrapped a wing over her friend's back. "Hey, come on. I guess it wasn't that interesting."

Fluttershy sniffled without a response.

"You're gonna miss the butterflies. Chin up," Rainbow Dash said as she lifted a pair of binoculars with her mouth.

Fluttershy shrugged and took a deep breath, her eyes still lowered.

"Dang it, Shy! I'm sorrrr—look this whole thing is stupid. You're right about me being grumpy. I actually didn't sleep much last night for different reasons." Rainbow Dash lifted Fluttershy's chin with her hoof and glared into her eyes. "You wanna miss out on watching butterflies go places?!"

"No..." Fluttershy shook her head.

"You wanna miss out on spending time together?!" she asked with a sparkling grin and lowered eyebrows.

Fluttershy smirked and wiped her eyes. "Nope."

"Good! Me neither... I shouldn't have put that stuff on you. You didn't deserve it." Rainbow Dash took a deep breath and gazed out over the valley with binoculars.

Fluttershy hesitantly lifted her binoculars, then lowered them back down. "Hey... You're right about everything. I can't go back in time, but I wish I went with you to see them. I should have because you've always been nice enough to come watch these little guys with me. It's the least I could have done... I know how boring you think this is."

"Don't say that. I shouldn't make you do things you don't wanna do. I know how... skittish you are," Rainbow Dash explained.

Fluttershy giggled and closed her eyes. "Like a kitty?"

"Just like that."

"Hey, well I promise I'll go with you to see the d-dragons next time." She gulped, then smiled with a hint of blush. "It shouldn't end up being any more than twenty years. Hopefully fewer."

"Just think of all the butterflies we'll get to watch in the mean time..." Rainbow Dash raised her eyebrows and chuckled.

Fluttershy scooted across the cloud and held up her binoculars. "It shouldn't be too much longer before they take flight now."

"How do you know what the butterflies are doing?" Rainbow Dash skeptically asked.

"I'm just guessing from our past experiences. See? The sun is just over the tallest hill, and I noticed that around this time is when the butterflies usually move," Fluttershy explained.

"Gotcha." Rainbow Dash tilted her head and gazed out over the vast valley. "So are they just chilling in those trees then?"

"That's exactly what they're doing... Well, they're sleeping, anyway." Fluttershy pointed to a flock of black birds flying by overhead. "They sleep all day and fly closer to the evening when there are fewer predatory birds taking the sky."

"Those little things eat butterflies?" Rainbow Dash asked.

Fluttershy nodded with a twisted frown. "It's tragic to even think about it... I hope they stick to seeds and berries for now."

"They don't look so predatory to me..." Rainbow Dash scoffed as the birds frantically fluttered across the sky.

"Well, they usually aren't." Fluttershy pointed to the west at a large falcon gliding in a wide circle. "That bird is scaring these ones away. He's likely spotting a rodent near the river bank to... eat. He scares insect-eating birds away when he comes for afternoon animals that need to drink the water, and he won't pay any attention to butterflies. Then they'll follow the sun as long as they can headed northwest. It's all a system that's been bred into everything."

"You really know your stuff," Rainbow Dash noted.

Fluttershy lifted her nose with a shiny smile. "I... know enough. I just wish these butterflies would breed here in Middle Equestria."

"Why?"

"Well, then we could see them for more than just a single day each year. Plus, the caterpillars of the Aurora Butterflies are just so cute! They have big blue eyes and are stripped blue and yellow. I just love their tiny little legs. I have the perfect spot in my greenhouse to let some grow, and I—"

"Alright I get it. Sheesh." Rainbow Dash scoffed and scratched her head. "Maybe someday we can go visit... wherever it is they breed then."

"Oh my, I'd love to." Fluttershy hugged her friend for a moment and leaned back. "It'll be cold though if we want to see the caterpillars. They breed during the warmest part of the year at the Norther Circle. The caterpillars feed on evergreens and make nests in pinecones, then they make their cocoons at the first sub-zero windchill of the year."

"Cold shmold. It'll be an adventure, and plus, you look good in a layer of snow." Rainbow Dash casually tossed a wing over her friend's back with a chuckle and pulled her closer. The sun inched across the top of the hill, and Rainbow yawned. "Don't worry; I'll keep ya warm."

Fluttershy sighed and rested her head on her friend's chest. "Thanks... Hey, it really shouldn't be too much longer. I don't see anymore blackbirds"

"No? I won't mind if it is," Rainbow said as she tilted her head and rested her cheek on Fluttershy's mane.

"Me neither..."

Just then a small, gleaming butterfly took flight and fluttered above the treetops. Soon after, thousands more followed like a seemingly endless river of iridescence. Fluttershy widened her eyes as she watched the creatures fill the empty air, their wings sparkling beneath the sunlight.

Rainbow Dash watched the spectacle with her usual apathy, and she stifled a yawn. Her attention was then drawn to a much more beautiful sight: Fluttershy sitting with wide, shimmering eyes as she stared into the swarm. Her long and silky mane rested over her shoulder while her smile slipped into an small circle.

"It's beautiful. I never get tired of this."

"Me neither..." Rainbow Dash said, still staring at her friend's beautifully awestruck face.

Rainbow pulled her tighter and watched her spying through the binoculars. She then adjusted herself so that she was sitting directly behind Fluttershy, and rested a hoof on her soft yellow thigh. "Hey, Shy. My binoculars are out of focus. Let me peek through yours for a sec."

"Oh, okay sure. Want my to try and fix yours?" Fluttershy asked as she lifted her pair up.

"Nah, they're busted," Rainbow claimed as she knocked them off the cloud with a flick of her tail. "I'll get you a new pair to replace those later."

Fluttershy nodded and watched the flying bugs while Rainbow rested her chin on her shoulder. She glanced up and away as her friend's warm breath spilled across her neck, and she shuddered.

"You alright?" Rainbow asked with a wink, deliberately brushing her muzzle against her ear.

"Y-Yes. Are you?"

Rainbow Dash nodded and planted a kiss on her cheek. "I hope you don't mind," she said just before gently nipping at the top of her neck.

Fluttershy tilted her head and exposed herself as the last butterfly disappeared over the horizon. "I don't mind."

"Good. Our trip up north is going to plenty warm then." Rainbow Dash hopped into the air and held her hoof out.

Fluttershy reached up to it and took flight at her best friend's side with a flushed face and a crooked smile.

"I can't wait."

Author's Notes:

This is part three of a fifteen part series of gift fics. This one is dedicated to a good friend of mine in celebration of his birthday. (See the header)

Happy birthday, bro!