"So let me get this straight," Scootaloo said slowly. "I have to spend the night here, in your room, with you?"

Silver Spoon gave her a miffed look. "Well, you don't have to make it sound like some kind of torture, but yes, that's pretty much the case."

"You could have mentioned that earlier, before I decided to stay the night. Didn't you even say that you had a bunch of guest rooms I could stay in?"

"I did, yes, but I didn't know my father had guests of his own tonight."

Scootaloo raised an eyebrow at her. "How many guests could he possibly have? This is a pretty big house."

Silver Spoon rolled her eyes. "Big, yes, but it's also home to more than twenty serving staff, all of whom have to have their own space, not to mention the rooms that aren't living areas, and the fact that my father is having some of the rooms renovated, and it turns out there's a lot less free space than you might think."

"Oh, renovations? What for?"

Silver Spoon shrugged. "As it happens, he doesn't really consult with me on that sort of thing," she said dryly.

"Well, no, I didn't expect..." Scootaloo sputtered, "but I figured he'd at least keep you in the loop so you'd know what was going on in your own house."

Silver Spoon actually laughed at this. "Please. You think my father tells me about anything he decides to do?" She smiled wanly. "This may come as a shock to you, but some ponies' parents actually go out of their way not to talk to us if they can help it."

"Hah, right, I'm sure." Scootaloo scoffed. Silver Spoon didn't respond, simply staring at her with a cool, half-lidded gaze. Scootaloo's derisive grin faltered and then broke, her eyes suddenly widening. "You're serious? But that's...that--"

The thickening awkwardness of the conversation was mercifully broken by the arrival of a dapper young unicorn stallion with creamsicle orange fur and a black bow-tie cutie mark. He held a stack of bedding in his bright blue magical aura, and his face was largely emotionless. "Bed dressings for your guest, madam."

Silver Spoon managed to pull a friendly smile onto her face before addressing the servant. "Thank you, Black Tie. You can just leave them on my bed. Is Intricacy bringing the cot, or are you going back for it?"

The unicorn's bland facade cracked a little as he said, "Um...sincerest apologies, miss, but none of the manor's cots are available tonight. They're all--"

"Are you kidding me?" Scootaloo suddenly burst out, startling the other two ponies into looking back at her. "Just how many ponies does your dad have visiting him tonight?"

The unicorn blinked. "Well...Master Smith hosted a banquet this evening with guarantees of lodging for anypony who wished to stay the night. As I recall, they also dipped into the wine cellar after dinner, so more guests than anticipated took him up on the offer. As it is, we were fortunate to find rooms for them all, especially with the modernization work going on in the third floor guest rooms."

"I see," said Silver Spoon, as Scootaloo grunted her annoyed comprehension. "Well, thank you anyway, Black Tie. We'll improvise."

"Very well, ma'am. Have a good night." The stallion dipped his head in obeisance to Silver Spoon, nodded shallowly at Scootaloo, and vanished, letting the heavy door swing slowly shut behind him.

Silver Spoon sighed and looked at Scootaloo. "Well, I guess we can just share the bed if--"

"Floor!" Scootaloo suddenly blurted, an inexplicably panicked look on her face.

Silver Spoon raised an eyebrow at her. The pegasus' eyes were wide and her pupils tightly contracted, as if in genuine terror. Puzzled, she asked, "What about the floor?"

Scootaloo cleared her throat, her formerly indignant airs now displaced by a nervous jitter in her voice. "I just was thinking, this is pretty thick carpet, and it wouldn't be that uncomfortable to sleep on if I had a few blankets and a pillow, right?" She pulled a thoroughly unconvincing grin that didn't quite hide the slight pink tinge now coloring her orange cheeks.

Silver Spoon blinked, bemused. "I...guess? But why would you do that when you could sleep in an actual bed?"

"I just...you know, don't want to encroach on your space, right? I mean, it's your house, your bed...you shouldn't have to share with me just because there's no other room or bed available."

Silver Spoon glanced back at her enormous four-posted bed. Half the bedclothes were undisturbed by even the most casual use. "You...do realize it's a huge bed, right? I'm not exactly dying for space."

"Well, sure, but...you don't seriously want to have to sleep with another pony? In your bed, I mean," Scootaloo added hastily, the blush on her cheeks intensifying.

"Honestly," Silver Spoon pursed her lips, rubbing the back of her head with a hoof, "I wouldn't really know. It hasn't exactly been an experience I've had to deal with for a while."

Scootaloo raised an eyebrow at her. "How do you mean?"

Silver Spoon shrugged. "Well, I don't have many visitors, obviously, and the ones I do have don't usually spend the night, and if they do, they always just stay in a guest room. I have no idea what it would be like to have to share my bed." She glanced at it. "And like I said, it's pretty big. I doubt it would be an issue."

Scootaloo frowned, her brown knitted as she skeptically eyed the bed as if she somehow suspected it of misrepresenting its size. Silver Spoon stared at her, perplexed. "Why, what's the big deal, anyway? I figured you and the Crusaders had sleepovers all the time. Do you always sleep on the floor at their places?"

Scootaloo's ears flicked at this. "Well, no, not exactly. I mean, they've both got really big beds, too, but we all sleep on the floor of the living room at my place, 'cuz my room's too small for all three of us."

Silver Spoon grunted in irritation. "So it's not the sleeping in the same bed that's a problem, it's just sleeping in the same bed as me." A nasty tightness suddenly closed in on the back of her throat, but Silver Spoon ignored it, glaring at the other filly through stinging eyes.

Scootaloo blinked, nonplussed. "Wait, what? I never said--"

"Why would you say it when it's so obvious?" Silver Spoon sniffed dismissively and turned on a hoof, her tail whipping through the air behind her in a flourish of indignation as she stomped away from the stunned pegasus, making her way to the far side of the bed and roughly tossing the covers aside.

"I...I...uh," Scootaloo started again, but Silver Spoon shot her an icy glare.

"It looks like they brought plenty of extra blankets and pillows, so feel free to make yourself comfortable anywhere. Bell-pull's on the wall if you need something else. Light switch too, when you're done." She climbed between the sheets and punched the switch on her bedside lamp with a little more force than was strictly necessary. "Good night," she huffed before roughly throwing herself down on the pillow.

Scootaloo didn't hear Silver Spoon's angry dismissal. She hadn't actually heard any of the other pony's final rant, because right before she'd started her tirade, she'd managed to disengage Scootaloo's brain entirely. As Silver Spoon had turned away in anger, she'd flipped her tail high over her back, and Scootaloo had been exposed to a sight that she was utterly unsure how to process. Modesty in Equestria was generally a matter of fact, as most females had long tails that hung over and hid their more private areas by their very existence. For a brief moment, though, Silver Spoon had displaced the only thing between Scootaloo and her marehood, and the flash of pink vividly visible against the slate grey of the other filly's flank had stopped the pegasus' heart cold.

Sweet Celestia, that was...I just saw...did she do that on purpose? No way...she wouldn't...must've been an accident. Buck, though, that was...

Amazing, a tiny quiet voice from somewhere deep in her mind said.

She shook her head, pressing her hooves to her temples. No! she screamed inside her own head. No, it was nothing, nothing at all. Just...just another female, right? Another female's...plot. Every mare has one. Hell, you've got one, stupid! It's nothing. You've seen dozens of other females before. Hell, you've seen Apple Bloom's and Sweetie Belle's--

This was the wrong thing to tell herself. Scores of memories, each carefully and subconsciously saved in vivid detail began racing through her mind, and the waves of alternative panic and arousal swirling in her head terrified her. Her heart was thumping wildly, and a sickening jolt of adrenaline was dispersing throughout her body, setting her legs trembling. She gritted her teeth and closed her eyes tightly against the sensation and the tears that were inexplicably gathering in them. I said it was no big deal, damn it! Buck, just...chill out! Breathe, Scootaloo, breathe. She took a long, shuddering breath as quietly as she could. Chill out, it's nothing. Just...just a...you know. Just a...vagina. Somehow, she had imagined using the proper anatomical term for what she had just seen would defuse the situation, and refocus her mind. It did not. If anything, she realized with a sinking feeling, acknowledging that she had just seen Silver Spoon's private parts only threw her body into higher gear.

Her eyes snapped open in terror as she realized her wings were responding to her thoughts and were beginning to stiffen and stretch out behind her. Glancing over at the bed, she was relieved to see that Silver Spoon was lying on her side, looking across the room and away from her, clearly unaware that her guest was in crisis. With some flailing, she managed to get ahold of her wings and hold them down against her back, resisting the reflexive extension. She was unable to stop the image of Silver Spoon's flipping tail and the forbidden fruits it revealed from racing through her mind, though, and after a few minutes, the building pressure in the taut, powerful muscles was too much to bear. Sighing, she released the unruly appendages, and seconds later, they were fully extended.

This betrayal was the last, undeniable proof. With tears of frustration and shame running down her cheeks, she finally admitted to herself what she'd been desperately denying for years. I like mares...I'm just like my mothers...I'm a...a fillyfooler. Her heart sank as she thought the word. It was an expletive, an offensive slur coined by earth ponies who lived in their own exclusive villages and had very little tolerance for same-sex relationships. It was the only word that she had ever actually been punished for saying out loud, so she knew it was particularly heinous, which only made the fifteen times a day Diamond Tiara said it to her and her friends that much more infuriating. Truthfully, prior to meeting Diamond Tiara, she hadn't even really considered what gender she might be attracted to, let alone whether one way or the other was more acceptable. Then they'd all grown up and matured, and as everypony started noticing one another with new, genuinely interested eyes, suddenly being attracted to other mares was something to be ashamed of, and Diamond Tiara had never let her forget it.

So Scootaloo had decided that she would never give Diamond Tiara a reason to think she was right. She brushed off the slur as if it was not only inaccurate, but laughable. For the most part, she'd been successful, with a few embarrassing lapses that she'd been quick to explain away and then tried to forget, but now...

She sighed again, dejectedly looking back at her erect wings. There was no explaining this away. She hadn't even seen very much, or for very long, but she couldn't forget it. And the heat in her face, the anxious trembling in her hooves, the wetness between her flanks that was seeping into her tail as she sat on it to prevent herself from soaking the carpet beneath her...there was no doubt. She was attracted to Silver Spoon.

Shit.

The filly glanced back at the other pony, still lying motionless between the sheets of her bed. Her subconscious suddenly conjured an image of lying next to her, curled up against her back, caressing her side and kissing...

No, stop that! She shook her head, dispelling the thought. This night was already awkward and uncomfortable enough without her making it worse. Then a nasty thought occurred to her. She was already making it worse, wasn't she? Why had she been so vehemently opposed to just sharing the bed with Silver Spoon? Well, okay, she knew why she'd been opposed, although she'd been trying her best to come up with any other possible explanation, but honestly, Silver Spoon was right. It was a huge bed, with enough room for at least four ponies to sleep comfortably in it without touching each other. It was foalish to act like sleeping next to another filly, even one she wasn't particularly friendly with, was so repulsive that she'd rather sleep on the floor. Besides that, she'd been so insistent that Silver Spoon thought it was because she just didn't want to sleep next to her personally, which, Scootaloo now realized with a fresh rush of heat to her face (and her flanks) couldn't be further from the truth.

Scootaloo slowly raised a hoof to her forehead and dragged it down her face. You and your bucking mouth, she thought. When was she going to learn just to shut the hell up and actually think for a second before saying whatever fool thing came to mind? Once again, she was in the sticky position of having to do damage control for her thoughtless outburst, and this time she wasn't even sure how to begin patching things up with her project partner. She looked at the bed again. The sheets across three-quarters of the mattress were completely unmoved. Silver Spoon obviously only ever slept on the far side, next to her bedside table. A thought occurred to Scootaloo. If Silver Spoon thought she was just opposed to sleeping in the same bed, then there was one simple, easy way to instantly dispel the theory...

In the semi-dark silence that followed her wounded diatribe, punctuated only by the alternating slashing of the rain at the windows and the palpable rumble of thunder, Silver Spoon lay facing the windows across the room, watching with wide eyes as the lightning flashed menacingly behind the roseate drapes and viscerally hating herself. Why was she so stupid all the time? Exactly how had she expected that exchange to go? Better yet, how had she expected any of this night to go? Her naive, wide-eyed imagination had leaped at the mere thought of having Scootaloo spend the night, and for what? They weren't friends. They were barely not enemies. Scootaloo herself had said so.

Somehow, outrageous flights of fancy had taken root in her subconscious, and she'd found herself imagining, hoping, even absurdly yearning for long, personal discussions, secret-sharing, fits of giggling and talk of stallions, truth or dare, never-have-I-ever, mane-braiding and makeovers. She'd seen an honest-to-Celestia sleepover, and that dream, however impossible, had taken hold. Scootaloo's reaction had broken that spell, and now Silver Spoon, horrified and ashamed it had ever crossed her mind, was struggling to stop tears she couldn't explain from leaving damning tracks in her light grey fur.

Her attempts were futile. Hot drops slowly trickled down the side of her face, cooling as they went. Her vision blurred, and she sniffed reflexively. The sound was horribly clear and obvious in the awkward silence, and Silver Spoon was under no delusions whether Scootaloo had heard, or if she knew what it meant. How stupid must she sound, crying over something to pathetically benign? Mercifully, the silence was momentarily broken by Scootaloo's heavy hoofsteps across the thick carpet towards the door, where she poked the light switch and plunged the room into a more complete and somber darkness. Another minute or so of quiet shuffling passed as Scootaloo began to assemble her bed on the floor, while Silver Spoon remained motionless, trying to will herself to stop crying and ignore the waves of hot shame washing over her.

Suddenly, her eyes snapped open and the tears stopped abruptly as she felt the opposite side of the bed dipping heavily under the weight of another pony, and the covers fluttered apart, letting a rush of cool air between them. Surprised, Silver Spoon lay still, sensing without looking as Scootaloo climbed up into the other half of the massive bed and struggled beneath the comforter. She waited until the shifting and rustling had stopped before risking a glance over her shoulder. In darkness her eyes were slowly becoming accustomed to, she could easily make out the unmistakeable silhouette of Scootaloo lying on her side, wings tucked tightly beneath the sheet and held close to her back, her face turned intently away. As she stared, Scootaloo cast a cautious eye back at her, and the instant their eyes met, both fillies immediately turned away again and resumed staring resolutely at opposite walls.

Silver Spoon's heart was racing. Why? What in Equestria was wrong with her? This wasn't weird or improper, was it? It wasn't as though Scootaloo was a stallion, or a much younger or older than she. This was just something that friends did, right? Scootaloo had even admitted that she and her friends still had sleepovers just like this. A rude little flash of logic struggled into her thought process and made her blood run cold. This was totally different. The Crusaders had been friends--best friends--for years. Plenty of time to get comfortable with this sort of intimate proximity. Besides, there were three of them, enough to constitute a proper slumber party. This was nothing like that. Two ponies, alone, not even really friends, sleeping in the same bed? Of course it felt weird. It was weird! How else should it have felt?

"So...um," Scootaloo spoke, interrupting Silver Spoon's frantic self-flagellation. "I...I'm sorry, I guess."

Silver Spoon blinked in the darkness, perplexed. "Sorry?"

"Yeah." There was a sudden shifting and Silver Spoon peered back to see Scootaloo lying on her back, hooves on her chest, staring up at the canopy of the bed. Silver Spoon rolled onto her back as well, eyeing the other filly curiously.

"Why?"

Scootaloo gave her a puzzled look. "Well, I didn't mean to upset you like that. I just didn't really think about what I was saying." She sighed. "I wasn't trying to make it seem like I was weirded out by the idea of sleeping next to you, in the same bed, I just..."

"It's just weird period, right?" Silver Spoon asked softly, blushing under the cover of darkness.

"I...well, yeah," Scootaloo agreed, rubbing her ear nervously with a hoof. "I mean, doesn't it feel a little...awkward to you, too?"

Silver Spoon nodded at her. The pegasus seemed strangely uncomfortable, not just awkward but physically uncomfortable, as though her wings were cramping and she was trying to get comfortable lying on top of them. She wondered idly why Scootaloo didn't just roll on her side or her belly if her wings were bothering her, but the thought passed quickly. "Yeah," she said,"it does. A little. I mean, it's like you said: we're not really friends, and even though we're not really enemies, either, this is still a little..."

"Up close and personal?" Scootaloo smiled sideways at her.

Silver Spoon giggled in spite of herself. "Yeah. Especially since I haven't had a sleepover or anything like it in years."

"Years, huh?" Scootaloo asked. "How come?"

Silver Spoon shrugged. "Lack of opportunity, I guess. I used to trade off with Diamond Tiara a lot, but then we had--ah, we just...sort of agreed that we were getting a little too old for it."

Scootaloo considered this, staring at the canopy again. "The Crusaders and I have been having sleepovers for as long as we've known each other. Longer than I've known Apple Bloom, actually. We don't do it quite as much any more, but every so often we like to take a night to...reconnect, I guess. Stay friends."

"Longer than you've known Apple Bloom?"

Scootaloo nodded. "Yeah, I used to spend almost every night at Rarity's place with Sweetie Belle."

"You've known Sweetie Belle longer than Apple Bloom?" Silver Spoon asked.

"Yeah, of course," Scootaloo smirked. "You should know that. We met AB at Diamond Tiara's Cuteceañera, remember?"

"Ah, right," Silver Spoon deadpanned. "How could I forget?"

"Yeah, it sort of stopped being Tiara's party after that, didn't it?" Scootaloo grimaced. "Sorry about that."

"You shouldn't be," Silver Spoon muttered. "It was her own fault. She could've gone back out and just moved on, but you know Di. Letting things go isn't really her style."

"No, I guess not," Scootaloo agreed. "Well, what about your Cuteceañera? I didn't even get an invite to that. Private affair, I guess?"

"Oh, no, I..." Silver Spoon blushed, "I didn't have one."

"Huh?" Scootaloo actually propped herself up on an elbow, staring at her. "Why not?"

Silver Spoon shrugged, feigning indifference. "I just didn't. My father's not big on spending money for a party celebrating something everypony does eventually."

"Well, yeah, everypony gets their cutie mark eventually, but still...it's kind of a big deal, don't you think?"

Silver Spoon looked away, the blush deepening. "Nah, not really...anyway, Mr. Rich and Diamond Tiara still threw me a little party, so I got to celebrate with my friends anyway."

"Well, that's good, at least." Scootaloo frowned at her. "I'm surprised, actually. I would've thought somepony like you would've had a big, lavish party."

"Somepony like me?" Silver Spoon asked with a small smile.

"You know what I mean," Scootaloo said. "It's not exactly a secret that your family's pretty well off."

Silver Spoon laughed softly. "My father is well off, yes. The rest of us? Well, as long as we stay in his good graces, we do alright."

Scootaloo blanched. "What do you mean?"

Silver Spoon shrugged. "Well, if my grades slip, or if I get in trouble, or embarrass him...my status becomes a little more fragile, I guess you could say."

"That's...really messed up," Scootaloo said.

Silver Spoon blinked. "Huh? What do you mean?"

"I mean why should your...I dunno, your options, I guess, depend on your performance in school? It's not like that's something you can control, is it?"

Silver Spoon shrugged. "Isn't it? I mean, if I put some actual effort into my school work, couldn't I do better?"

Scootaloo shook her head. "That's ridiculous. You put a ton of effort into your work."

"How do you know?"

"Because it takes you forever to do anything," Scootaloo said, rolling her eyes. "Homework, tests...whatever. You spend hours on everything. Anypony can tell you're really trying."

Silver Spoon snorted derisively. "As though it mattered. I'm just barely not failing. You know that," she added dyly.

Scootaloo smiled wanly, looking away. "Yeah, well...I guess it's not really a secret, is it?" Silver Spoon sighed heavily, but Scootaloo continued. "Still, anypony putting in that kind of effort should be rewarded somehow, don't you think?"

Silver Spoon eyed her curiously. "What do you mean?"

"I dunno," Scootaloo said. "I just think that if you're really putting that kind of time and energy into your studies, you should be doing better." She raised an eyebrow at Silver Spoon. "You used to do a lot better, actually. What happened?"

Silver Spoon shrugged. "I don't really know. One night when Di and I were studying, I just kind of...lost track of what we were doing. I never really caught back up, I guess."

Scootaloo looked thoughtful for a moment. "I guess Diamond Tiara's your only study buddy, huh?"

Silver Spoon nodded. "Has been for years, too."

"Yeah, I bet."

Silver Spoon raised an eyebrow at her. "What's that supposed to mean?"

Scootaloo shook her head, raising a hoof defensively. "Nothing. I just mean that you and DT seem pretty close. I can't imagine you studying with anypony else."

Silver Spoon settled back into her pillow. "Yeah, well...it's not like anypony else would bother."

Scootaloo raised an eyebrow back. "What do you mean?"

Silver Spoon sighed. "I know I'm not popular, Scootaloo. You don't have to make me say it out loud."

"Not popular?" Scootaloo laughed. "Are you kidding? Popular is like...one of the first adjectives anypony would use to describe you."

Silver Spoon glared at her. "Diamond Tiara is popular. You know perfectly well that I'm not."

Scootaloo stared at her, momentarily silenced. Silver Spoon suddenly realized she'd said too much. Blushing, she turned away, pulling the covers up to her chin and staring at her bedside table, hoping Scootaloo would let the comment go.

She did not. "What do you mean?" Scootaloo asked.

Silver Spoon sighed, still staring at the lamp sitting on her bedside table. "Scootaloo, you know as well as I do that Diamond Tiara is the popular one. I'm just...you know...there."

"Hey, come on Silver Spoon, you know that's not true," Scootaloo said.

Silver Spoon looked back over her shoulder at the other filly. "Oh really? Alright, tell me something," she said, her voice dripping with derisive sarcasm. "You and Rainbow Dash are pretty close, right?" Scootaloo shrugged and nodded. "Before she left to join the Wonderbolts, how often did you get to go and do stuff with her, without your other friends?"

Scootaloo thought for a moment. "I dunno exactly...once a week or so, I guess?"

Silver Spoon smirked. "So, in addition to the other Crusaders, who you hang out with all the time, you also got to spend hours a week with one of the most famous and popular ponies in town, right?"

"Well, yeah, but--"

Silver Spoon turned to face Scootaloo, sitting up and letting the sheets fall down off her shoulders. She felt the heat of shameful and frustrated tears gathering at the edges of her eyes, but she resisted them. "And that's not even to mention all the time you get to spend being tutored by Princess Twilight, who, despite being royalty, still manages to find time in her schedule for you. And then," she continued, her frustration and bitterness obvious now in her voice and in the tears sliding down her cheeks, "to top it all off, you have parents who love you, who are always available, always keeping tabs on you, always there to help you out, and you're so used to it that you're actually sick of it!" Silver Spoon's voice cracked and shook as she reached the crux of her rant, and she paused to take a steadying breath before adding bitterly, "If you think it would be so great to be ignored, you should try it sometime."

The ringing silence hanging in the darkness between the two ponies was thick with awkward tension, occasionally broken and reinforced by Silver Spoon sniffing back tears of frustration that ran down her face in rivulets she desperately wished she could stop. Scootaloo coughed awkwardly and looked down at the bedsheets between them. "I'm sorry," she said quietly. "I didn't know."

"Yeah, well...now you do," Silver Spoon spat, turning away again. "Some of us are just invisible, Scootaloo."

"You're not invisible," Scootaloo said, but Silver Spoon snorted derisively.

"Come on, Scootaloo, you're too smart to say something that stupid," she muttered. "No one notices whether I'm there or not unless Diamond Tiara's alone. I mean, it's no big deal. I'm used to it," Silver Spoon said, her voice dark. Then she sighed. "Spend enough time in somepony's shadow, and eventually you just become part of it."

A few miserable seconds ticked by, filled by Silver Spoon's idle wondering why in Equestria she was even saying all of this. Surely Scootaloo already knew--or at least suspected--everything she was saying. Wasn't that part of the Crusaders' arsenal, making fun of her for being Diamond Tiara's flunkey? Then Scootaloo spoke again, a hint of skepticism in her voice. "Silver Spoon...do you like Diamond Tiara?"

Silver Spoon's heart skipped a dozen beats. She knows! She fought the panic rising in her stomach as best she could. "No! No, of course not!" She turned to face Scootaloo with a strained grin. "What in Equestria would give you that idea?" She resisted the urge to groan at how strained and anxious her voice sounded.

Scootaloo's eyes widened in surprise. "You...don't? Why do you even hang out with her, then?"

Confused, Silver Spoon said, "Why do I...why wouldn't I, if we're still...oh!" Comprehension suddenly dawned and relief washed over her as she realized what Scootaloo was actually asking. "You mean as a friend!"

"Yeah," Scootaloo said, raising an eyebrow at her. "What'd you think I meant?"

"I thought you meant...you know...like like. As in more than just...friends."

"Oh," Scootaloo said. The her eyes widened as she realized what Silver Spoon was implying. "Oh! You thought--no! No, of course not, nothing like that!" She laughed awkwardly, shaking her head. "No, I didn't think...I mean, I know you're not, you know...like that." There was a moment's hesitation, and then Scootaloo asked, "You aren't, are you?"

Something in Scootaloo's voice changed between the statement and the question. It was curious, and subtle...almost imperceptible, and for an instant, Silver Spoon wondered if the pegasus was fishing for a specific answer to her question. "No...no I'm not."

"Of course...of course not," Scootaloo said, nodding solemnly. "Good."

Silver Spoon raised an eyebrow at this. It seemed an odd sentiment for somepony whose parents were both female to express. Scootaloo noticed her reaction and said frantically, "I mean, you know, it's 'good' that I was right, not good that you're not, you know...'cuz it's no big deal, you know, if you were...I mean I don't care either way, obviously! It's none of my business, of course, and with my folks being...you know...who they are..." she sputtered.

"Scootaloo," Silver Spoon said, smirking as she rescued the floundering pegasus. "You don't have to explain yourself. I get it."

"Hah, thanks," Scootaloo said, blushing as she chuckled nervously to herself, rubbing the back of her head with a hoof. One of her wings had gotten free, Silver Spoon noticed absently, and was now sticking awkwardly out into the darkness behind her. Curiously, she wondered if this was just something that pegasi had to deal with--wing cramps--on a regular basis. She ignored it. Scootaloo smiled, looking back at Silver Spoon through the blush. "I don't think I was explaining myself very well, anyway."

Silver Spoon giggled. "No, not really."

"Right. Anyway," Scootaloo cleared her throat and collected herself again. "You never really answered my question."

"What question was that?"

Scootaloo sat up completely now, curling her legs underneath her body and leaning on her forehooves on the mattress. "Do you like Diamond Tiara?"

"Of course I do," Silver Spoon scoffed.

Scootaloo raised an eyebrow at her, and she looked away, unable to meet the pegasus' skeptical gaze. "Really? Because honestly, I'm not convinced."

She sniffed airily. "Well, I can't change your mind if you've already made it up. We're friends, we've been friends forever, and nothing changes that."

"And all that talk about being part of her shadow, and being invisible, and the way she treats you at school, that's all part of being frien--"

"Hey, look!" Silver Spoon interrupted her hotly, her face warming behind her fur as a blush crept across her cheeks. "I can be friends with someone and not have to like them all the time, can't I? You argue with your friends all the time, but you don't see me accusing you of disliking them, do you?"

Scootaloo leaned back and held up her forehooves defensively. "No, no, you're right, I'm sorry, I was just...ah, buck," she said, sighing and dropping her hooves to her lap. "I didn't mean anything by it, Spoon. I was just curious. Concerned, I guess. About you," she said, looking up from beneath her bangs at Silver Spoon.

The grey filly blinked, taken aback. "Concerned?" The blush intensified and her ears folded back on top of her head, letting her mane fall in front of her eyes. She brushed a lock away to see Scootaloo looking intently at her, her wings still spread wide behind her back. Silver Spoon wondered if she should be concerned that Scootaloo didn't seem to be able to keep them in check, but Scootaloo was mostly ignoring them, and she was mindful enough that they weren't hitting anything, so she decided to leave it alone.

As soon as their eyes met again, Scootaloo cleared her throat and nodded. "Well yeah, I mean...obviously I don't get to see much of you outside of school, but I kind of figured, well, you and Diamond Tiara are pretty close, so I thought for sure you'd be pretty fond of each other. But it doesn't really seem that way. Like, at school she's always being rude and ordering you around, and you just seem to back down all the time, so I figured it was just how she is, but to hear you talk about her now..." Scootaloo shrugged, her unfurled wings bouncing and amplifying the gesture. "I guess I just thought...you don't sound too happy about being her friend."

Silver Spoon felt a sick sinking feeling in her stomach as she looked down at the mattress glumly. "Well...even if I wasn't--and I'm not saying I'm not--I should be." She blinked back guilty tears. "Honestly, I'm lucky she'll even still let me be her friend, after some of the things I've done and said to her."

"Bullshit." Silver Spoon's gaze immediately shot back up to meet Scootaloo's. The other filly's eyes were narrow and fierce, and her mouth was drawn in a taut line across her muzzle. "No one has to let you be their friend. If you want to be someone's friend, they should be honored to return the favor. If they're not, then they're not your friend at all."

Silver Spoon actually laughed darkly. "Scootaloo, you have no idea what you're talking about."

"Really?" Scootaloo scoffed. "Then please, enlighten me."

"Alright," she said, sitting up and mirroring Scootaloo's posture. "How many ponies do you think I'd want to be friends with, if I could?"

Scootaloo raised an eyebrow at her. "Uh...I dunno. How many ponies are you friends with now?"

"One," she smirked. "Diamond Tiara."

"Oh..." The other filly grimaced a bit. "Well...I guess...I don't really know. I don't move in your social circles, so like, if there are any other rich ponies with kids around, I wouldn't--"

"There are, but that's not really even the point. Those aren't my circles, Scootaloo, those are my father's circles. Di and I just move in them because we have to. It's part of being one of the social elite," she said, waving her hoof in a mock genteel primping motion. "So even if I do interact with other ponies in my caste, I promise you we aren't friends, and I wouldn't want to be friends with most of them anyway. So just think about in our class. Twenty or so ponies, all with their own little cliques, but with a little friendly spillover, right?" Scootaloo nodded. "How many of them would you consider friends? Not even Crusader-level, but just 'smile at in the street' friends?"

The pegasus tilted her head to the side, considering this. "Uh...well, the Crusaders, obviously...Rumble, Dinky, Pinch, Pip, Feather, Zip--"

"Right," Silver Spoon interrupted her again. "So how many of them do you think I would love to be friends with if I could?" She felt a lump rising in the back of her throat as she waited for Scootaloo to follow her to the conclusion of the discussion, but she resisted it.

"Uh...maybe...Zip? I mean, you and Di don't really get along with Snips...I know Rumble's pretty popular, and Dinky's pretty cool...Maybe four or five? Why, are you not friends with them?"

Silver Spoon shook her head. "No, of course not. I'm not friends with anyone else in our class. How could I be? They wouldn't give me the time of day unless Diamond Tiara was standing next to me." She let her gaze slide back to the comforter. "But if I could, I'd befriend all of them in a heartbeat." She looked up at Scootaloo's concerned grimace from behind her bangs. "I'm not good at making friends, Scootaloo, not like you. I didn't even make the first move with Diamond Tiara. She came up to me, and befriended me. I'll never forget that day, because it was the first day of school, and my father just dropped me off outside in the yard, and left, and I was just standing there, alone, scared to death of all the other ponies in our class, and right as I was about to start crying, Diamond Tiara came up to me and introduced herself, out of the blue." She smiled wanly. "It was...like being rescued. I could have been lost that day, but she didn't let it happen. She was the first friend I'd ever had, and she's still the only one."

"Nah," Scootaloo said, waving a hoof dismissively. "That's not true."

Silver Spoon raised an eyebrow at her. "Were you not listening? Nopony else in our class gives two bucks about me."

"Sure, somepony does," she said confidently.

"Oh yeah? Who?"

Scootaloo grinned broadly, leaning across the bed to poke her in the shoulder. "Me, stupid. I care."

Silver Spoon blinked. "You...you do?"

She nodded. "Of course. We're friends, aren't we?"

The grey filly blinked again, utterly nonplussed. "Uh, no. You hate me." Then she added curiously, "Don't you?"

Scootaloo shook her head. "Nah. I hate Diamond Tiara, and when I thought you were just like her, I hated that about you, but now I've gotten a chance to actually, you know, talk to you, well," she smiled warmly, reaching out a hoof and gently placing it on top of Silver Spoon's. "Turn's out you're pretty cool. I'd totally be your friend if you wanted me to."

Silver Spoon stared at the orange hoof, her mind blank. What had happened to this whole night? Not twenty minutes ago, she'd been convinced that Scootaloo couldn't even stand the thought of sleeping in the same bed with her, and now, she was offering her friendship...even touching her? On purpose, no less! It was almost as good...no, it was better than what she'd been foalishly imagining earlier. They weren't talking fashion and exchanging makeovers, Silver Spoon was actually--and somewhat unintentionally--spilling out all her guilty emotions on Scootaloo, and not only was she not shying away or making fun of her, she was actually listening...actually caring.

A hell of a lot more than Diamond Tiara ever--

She immediately shut the thought process out. No matter how nice Scootaloo was being, it didn't give her any excuse to think things like that about Diamond Tiara. They were still friends, after all. A filly could have more than one friend, right? Scootaloo had tons. She smiled shyly. "I...thanks, Scootaloo. That...that means a lot to me."

The pegasus grinned. "No problem, Spoon. So...would you like to be my friend?"

Silver Spoon giggled, blushing lightly, and nodded. "Yeah. Yeah, I'd like that a lot."