Thank Luna for the beautiful night, Fluttershy found herself thinking.

Whatever Rainbow Dash was thinking about, the yellow-coated, pink-maned mare figured that it was probably wiser not to ask; the scowl on her face wasn't exactly inviting, and Fluttershy simply decided that having her oldest friend's companionship was enough.

It was warm, but not oppressively so; a gentle breeze was drifting in from somewhere to the east, and Fluttershy imagined a flotilla of her fellow-Pegasi stirring up a gale with the beats of their impressive wings; she didn't envy them in the slightest, being as naturally good at flying as Pinkie Pie was at making herself unnoticed.

The wind tugged playfully at the trees, an impish spirit teasing at nature's insouciance; just for a moment, the Fluttershy's cyan-coated friend's expression changed. She'd much rather be out there causing a storm than sitting here with me. She felt a momentary pang of guilt at her selfishness.

Underneath the mesmerising vista of stars, beneath a sky so clear, so free from pollution, that the wispy cerise streamers of the Horsehead Nebula were visible with the naked eye alone, they sat. One rapt, one anything but. Still, a promise is a promise.

Ever since they had been children, Rainbow Dash had taken on the onerous duty of acting as something of a minder to Fluttershy; they were exact opposites, but that was something that the rainbow-maned pony found appealing. With Fluttershy, there were no demands for sonic rainbooms, split-second rescues, or cloud-bursting antics that left all those in its wake drenched. Rainbow Dash supposed, if Fluttershy knew that she felt that way toward her, she'd have a right to feel a bit patronised; she wasn't exactly a kid any more, even if she displayed an unflappable sense of innocence into her adult years.

Hell, there were much worse ways to spend an evening, even if camping out on some random hill in the middle of Outer Ponyville stargazing was a trifle … dull. The company was more important than the activity, after all, so Rainbow Dash simply elected to try and enjoy herself as much as possible while thinking of something apocalyptically dangerous to do next week to redress the balance. No, it was nice to put one's hooves up, just for a few hours, and watch the night sky drift idly by. It was … tranquil.

It had all begun shortly after Fluttershy had first moved to Ponyville, having decided that a life amongst the clouds just wasn't for her; she had wanted to maintain her relationship with Rainbow Dash, but since the cyan mare was the star-flier of the school team, the demands on her time were considerable. They had decided that, for a few hours a week, they would do something together, just the two of them; the occasional butterfly migration here, the odd bout of cave-diving there. Each week, they would alternate on who chose the activity, and naturally, there was no possibility of backing-out.

So. This week, after Fluttershy had accidentally read a few pages of one of Twilight Sparkle's astronomy books, she had developed something of an interest in stars, planets and the whole cosmic mish-mash. Twilight happened to mention that there was the possibility of a meteor storm being visible, should the skies remain clear, tonight. Two hours without the chance to stretch her axillaries was a bit trying, however. Rainbow Dash had suggested they fly up to Cloudsdale, where they'd get a better view regardless, but her friend had been … reticent, to say the least.

Too many bad memories lurked in Fluttershy's mind, and even though she'd made some progress combating her demons – especially after emerging as a hero during the near-botched mission to transport water to their old homestead via a tornado – the possibility of returning still filled her with apprehension.

“Beautiful, aren't they?” said the yellow mare, her hushed tone coming as close to pure enthusiasm as Rainbow Dash had ever heard. A tone of voice normally reserved for raving over animals, cute or otherwise. Her beautiful blue eyes seemed to reflect the starlight, and she appeared to be mesmerised by the sight.

“Uh, I suppose they're all right, if you're into that sort of thing,” the other mare replied, feeling just the tiniest shred of shame for putting a damper on her friend's obvious delight. “Um, what I mean is, how am I meant to enjoy the view up there when the one down here is so much better …?” Pathetic. Obvious.

Fluttershy was startled out of her trance, and her confused eyes darted back and forth across the landscape; during the day, seeing Ponyville from way up here would've been quite the vision: Celestia's golden sun bathing the town in a warm coating of honeydew light, but this close to midnight, it was like most of Equestria: dead. Luna's moon cast stark, threatening shadows, and if she had been out here alone, the sensitive yellow mare would've been terrified out of her coat. Her ears flattened against the side of her head. “Uh, I guess it's not my thing.”

“Still afraid of the dark?” asked Rainbow Dash in a teasing manner, not quite managing to suppress a mild chuckle.

Fluttershy made a gesture with one of her forelegs which the cyan mare took to indicate agreement. “I'm afraid of a lot of things still,” she finally said after a long moment, her chest heaving slightly as she took a deep breath. “If you hadn't agreed to come with me tonight, I'd be sitting alone in my cottage right now, missing all of this. I'm, uh, I'm grateful that you agreed.”

“Hey, I promised, didn't I?” Rainbow Dash replied, miming sticking a hoof in her eye. “It may not be a Pinkie Promise, but I don't let my friends down.”

“I know that,” Fluttershy said with a slight trace of a smile, aware of how serious her friend was about loyalty. “All the same, I appreciate that this isn't very fun for you. You'd rather be zipping through a canyon, dodging quarry eels, or practising your rainbooms, or ...” The pink-maned mare's ramblings were brought up short by a blue hoof colliding gently with her muzzle.

“There's nowhere in Equestria I'd rather be right now,” Rainbow Dash stated firmly, taking her hoof away from her friend's lips and narrowing her eyebrows until she found an appropriately-serious expression. “I'll admit that I would never have chosen this, but it's never been about what we do together, but about being together.”

Overcome with emotion, Fluttershy's forelegs locked around her friend's waist. “Thank you, Rainbow Dash. That means more to me than you can imagine.”

Rainbow Dash returned the hug, a smile playing at the corners of her muzzle; the proximity and warmth of her dearest friend were welcome as the night became a shade chillier, and the cyan mare found herself relaxing into the embrace. She took a deep breath, inhaling an earthy, peaty aroma that was a strange fit for a Pegasus, but not exactly unwelcome. There was a trace of something floral, pine-like, in her mane, and it tickled Rainbow Dash's nostrils.

“That feels good,” Fluttershy said timorously, and almost immediately regretted having done so. The comment had been completely unguarded, totally out-of-character for her, and it had precisely the opposite of the intended effect: it startled Rainbow Dash into breaking the clinch.

“I'm so sorry. I was just … I liked how your mane smelled.” The cyan mare was flushing profusely, embarrassed by the situation that had developed. “I guess I spaced-out there for a second.”

Rainbow Dash's nuzzling had been entirely unintentional, and Fluttershy knew that, but that hadn't stopped it from being any less … pleasant, had it? It was no secret among her friends in Ponyville – Hell, all of Equestria likely knew – that she was the least experienced of them, and this contact was the closest she'd ever had with another pony. That it had been a dear friend had evaporated much of the tension.

“Um, I didn't mean to make things awkward,” the cyan mare said, apparently unaware she was hovering several feet in the air, her cheeks still tinged with red.

“That's okay,” Fluttershy said, not quite able to look at her friend. “Like I said, it felt good.” She seemed abashed, as if enjoying the physical closeness of another was something to be ashamed of. Part of her wanted to forget everything that had just happened in the last few moments, but another part of her – a dormant, repressed part – had other ideas …

Thoughts were racing through Rainbow Dash's mind, too; her wings could only envy the speed of her adrenaline-fuelled cogitation, and it seemed like the cyan mare might drop out of the sky as more of her body's resources were diverted to keeping her brain running for once. Part of being a good friend to someone is making them happy, but it would be wrong to take advantage of Fluttershy's innocence. I care about her too much to see her as a notch on somepony's bedpost, even if it is mine. She respired softly and watched it crystallise in front of her.

“Is something on your mind?” asked Fluttershy.

“Is there ever?” Rainbow Dash joked feebly, using the age-old method of diverting her untoward feelings with humour. “Other than whatever I've happened to crash into that day?”

A moment of silence passed between the two friends, and there was a definite feeling that whatever spark there might have been had been grounded; it had dissipated into the earth before it could become anything more than a weak jolt, and maybe it was better that way?

“Maybe, uh, we should think about getting home?” suggested the yellow mare, her head tilting slightly in the direction of Ponyville's comforting centre. Hearth and home, a nice glass of warm milk, a good sleep … forget about everything that happened tonight. “I mean, um, I have to check that Angel hasn't pulled the cottage down looking for sugar carrots while I've been out.” The cantankerous rabbit was probably slumbering deeply, but it was as good an excuse as any to end what had turned into a rather torrid affair. Letting her mane droop over her face, Fluttershy added, “Um, I'm sorry if I've embarrassed you. I didn't mean to.”

The journey back to Ponyville was conducted in silence; Rainbow Dash could think of nothing adequate to say, and Fluttershy had retreated back into her shell. The one indiscreet comment that had the potential to change their entire relationship was still hanging over them, mocking their indecision.

“That feels good.”

Rainbow Dash hadn't wanted to stop, Fluttershy hadn't wanted her to either, but as soon as she'd become aware of what she was doing, the rainbow-maned mare just couldn't go on; if it had been anypony else ... but not her oldest, dearest friend. Some ponies deserved to keep their innocence intact.

“I guess I'll see you tomorrow,” Fluttershy said, and Rainbow Dash was now cripplingly aware that they had reached her cottage far sooner than she'd ever have expected.

I must've been more spaced-out than I'd thought. There was a sincere, if brittle, smile on the yellow mare's face. She's trying, she really is, but she's hurting, feeling that I've rejected her. Everything would be back to normal tomorrow, and that was for the best, wasn't it? They could begin to put all this behind them, go back to their cosy normalcy, and after a few weeks … “Would you mind if I came in for just a minute?” Rainbow Dash asked, not even caring about the slight edge of pleading that had bled into her voice. Her mouth ran dry, and a slight chill crept up her spine. “There's something I really need to tell you.”

Fluttershy hesitated for only a second before gesturing the other mare inside. “Of course I don't mind. Would you like a drink?”

“Anything will be fine,” replied Rainbow Dash, desperately in need of rehydration.

The yellow mare disappeared into the kitchen and returned with two mugs full of a frothy, amber liquid. The sugary sweet scent hit Rainbow Dash's nostrils almost immediately and she could feel her salivary glands producing record amounts of moisture. “Is that …?”

“Uh-huh,” Fluttershy affirmed with a happy nod.

“How did you get hold of this? I thought ...” Rainbow Dash's eyes had gone wide, not quite believing her luck.

“I asked Applejack to make it specially for our night out,” the coy mare explained. “I have to give Winona free check-ups for six months, but,” her smile became just a fraction wider, “it was worth it just to see that look on your face.”

“I think Rarity may have competition for the element of generosity,” Rainbow Dash quipped, grinning broadly at her friend.

Fluttershy's only response was a blush.

Applejack might believe that hard work was its own reward, but the cyan mare was going to make sure that the farm-pony knew how much she appreciated the gesture. The apples were perfect, as they always were; clearly being at their ripest when harvested, so the drink had just the right edge of cloying syrupy bite without any of the irritating dryness that would often linger on the back of the throat when lesser fruit was used. “Best. Cider. Ever.”

Her friend didn't have quite the same relish for alcoholic beverages, but Fluttershy enjoyed her drink all the same. “So. What is it you needed to tell me, Rainbow Dash?”

“D'you remember a few weeks back, when we were trying to get the water up to Cloudsdale?” With the cider making giving her a relaxed buzz, the cyan mare was feeling a bit freer; she wanted Fluttershy to understand her position, hopefully with a minimum of heartbreak.

“I don't think I'll ever forget,” the pink-maned mare shuddered inwardly. Throughout her life, she'd felt that she was an Earth pony trapped in the body of a Pegasus; the ground was where she belonged, caring for the boundless nature that she had discovered there, and flying didn't hold the same sway over her as it did her dearest friend. “I'm sorry that we missed out on the record. If I'd tried harder ...”

Rainbow Dash shushed her. “It wasn't your fault that we missed out, and don't forget that, if it hadn't been for you, we wouldn't have been able to transport the water at all.” It wasn't even modesty that forbade Fluttershy taking pride in her accomplishments, it was the genuine belief that she hadn't done anything worthy of merit. She truly felt herself inferior to other ponies.

“I didn't want to let you … I mean, Cloudsdale down.” Her mane fell over her eyes again. “I couldn't let you down,” she said in a smaller, almost childlike voice. “I wouldn't have been able to forgive myself.”

“I'm grateful for that,” Rainbow Dash said with genuine thankfulness, “but that isn't what I wanted to tell you.” Taking another sip, a longer one this time until the shake in her hooves had all but disappeared, the cyan mare tried to exorcise all her fears and anxieties. “Twilight says that I'm the Element of Loyalty, but you're the one who is always there for us. It doesn't matter if we're hunting dragons, or trying to imprison Discord, or trying to force a river of water into the skies … the fact that you're scared, but you'll do all these things for your friends, anyway, it makes you the most amazing pony in Equestria. I love how hard you're willing to push yourself for us.” For me.

Fluttershy was lost for words, and on the verge of tears after her friend's heartfelt speech; she wanted to shrink behind her mane again, but Rainbow Dash wasn't going to let her this time. The cyan mare had leapt across the short gap between them and was cradling her face in her hooves.

“You don't have to hide from me, Fluttershy.” She idly stroked the yellow mare's cheek. “Um, what I've been wanting, needing, to tell you is that … I think I might have had feelings for you for a while now, but I never wanted to burden you with them. You don't deserve me. I mean, you deserve someone better than me. Someone who understands how special you are, who won't feel irritated by your shyness. You deserve better than an egocentric flygirl with clouds in her head.”

For a long, ghastly moment, Rainbow Dash was afraid that would be it; Fluttershy would be so put-off by her naked vulnerability that she would not speak for the rest of the night, and that their close friendship would be irreparably damaged. Perhaps even come to an end entirely. The yellow mare looked like she wanted to hide; behind her mane, under the covers, underneath the largest rock in Equestria. When she finally spoke, it was so gingerly that Rainbow Dash had to prick her ears in order to catch everything. “Um, I've had a crush on you ever since we were kids, you know?” Her eyes were squeezed tightly shut, but that didn't stop pools forming. “I thought it was hero worship after how you dealt with those bullies, but uh, the butterflies in my stomach never went away whenever we'd see each other. I, uh, I still feel that way now.”

“Why didn't you ever say anything before now?” asked Rainbow Dash, her mouth agape. “All that time we've been together, I never even had a clue how you truly felt about me.”

Fluttershy rolled her eyes, wiping away some specks of dew with her hooves. “Have you ever met me?” she asked wryly. “You're the coolest pony in all of Equestria. Why the heck would I think anypony would want to be with me, much less you? You've been looking out for my well-being all this time, and I didn't think it was right to make our relationship thorny by bringing all this up.”

“There are a lot of reasons that ponies would want you,” Rainbow Dash said, that pine aroma beginning to caress her snout again. “And the fact that you can't see any of them for yourself is part of the attraction. You're humble, sweet, brave, loyal, kind … and beautiful.”

“Be... beautiful?” the yellow mare stammered. “You think I'm beautiful?”

Rainbow Dash smirked, then chuckled lightly. “You'd be hard-pressed finding somepony around here who didn't think so.” Off her friend's baffled look, she added, “C'mon, you're not so naïve that you haven't seen how certain stallions look at you, right? Certain mares, too? Certain awesome, blue Pegasus mares?”

Fluttershy could only shake her head, looking askance. “To be honest, I've never even considered it a possibility.” To her way of thinking, the only time someone would look at her is with scorn … or worse, pity. Or as a doormat to be trampled over. It was neither scorn nor pity from the cyan mare in front of her right now. She didn't know what it was, but it was both frightening and enticing. “So. Uh, what do we do now? I mean, now that we've admitted how we feel to each other.”

Thoughts fought for the limited space in Rainbow Dash's mind; for once, she had to jettison a lot of her natural urges. Fluttershy was her oldest, dearest friend and deserved to be treated with respect, not as a conquest. Besides, when she pictured the yellow mare indulging in even the tamer scenarios playing out in her fantasies, it seemed obscene. “Now? We go to sleep and we'll see what tomorrow brings. We take things slow, one step at a time. Fair?”

“Fair,” agreed Fluttershy, wrapping her forelegs around Rainbow Dash's neck gently and pulling her into an intimate but chaste embrace which the cyan mare reciprocated. “Thank you.”

“For what?”

Planting a small kiss on her friend's snout, Fluttershy said, “For being here, for being so understanding, for being so patient with me. For being my friend, most of all.”

“Same to you,” Rainbow Dash replied, returning the gesture with an loving peck on the cheek. “You sleep well.”

“You, too.”

Flying back home at this time of night seemed like too much of an effort for Rainbow Dash, so she decided to alight on a cloud conveniently overlooking Fluttershy's cottage; with her mind so full of possibilities, sleep was a near-impossibility. She instead watched Fluttershy's shadow flit back and forth, going about her nocturnal routine, until the light in the bedroom was extinguished.

When, finally, exhaustion overtook her, a contented smile was locked on Rainbow Dash's face.