Ugh, it seems so weird going back to everypony else after so many Pinkie chapters and taking a day off for homework. Yeah, anyways this chapter will not be about Pinkie and AJ (they've been in the 'funhouse' for several days by now apparently so we need to check up on the other ponies.)

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Fluttershy looked around as she felt a strange… presence. "A-Angel," she called softly, "i-is that you?" A figure dropped in front of her suddenly. "Eeep!" Fluttershy fell over, petrified, her wings plastered to her body with and audible snap.

"Are you okay Fluttershy?" Applebloom asked, leaning over the yellow pegasus.

"Yeah," said Scootaloo, "you look like you saw a ghost."

"Oh, thank you, but I'm quite alright," Fluttershy said standing up, "You girls just scared me a little, that's all."

"Oh, sorry Fluttershy," Sweetie Belle said suddenly from behind her.

"Eeep!"

"Sweetie Belle," the two other fillies exclaimed in exasperation.

"What? I didn't do it on purpose!"

The three crusaders helped Fluttershy to her feet. "Watcha doin' out here anyways Fluttershy?" Applebloom asked, looking around. They were in the middle of a large empty field and it was growing dark. They were at least a dozen miles away from Ponyville and, as far as the girls knew, nopony ever really came out here for anything.

"Oh, nothing. I'm not doing anything. Why would you ask? " Fluttershy said very quickly, her eyes darting around.

The young fillies stared at her. Fluttershy smiled as big as she could. After a few seconds, her mouth began to shake a little but the girls kept looking at her. *squee* Fluttershy managed to stretch her smile a little wider. She suddenly turned and said, "I gotta go girls, bye." Fluttershy ran off, her pink mane flaring out behind her as she galloped off.

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Fluttershy slowed to a trot, looking around to see if anypony was following her. She breathed a sigh of relief. 'I don't know what I would've done if I got caught,' she thought to herself. Ponyville now filled the horizon and she hurried towards it, her plans for the evening already abandoned. (What were her plans? I'm not gonna tell…this chapter. Back to the story)

As Fluttershy neared the town it hit her that the Cutie Mark Crusaders shouldn't have been that far out of town alone, especially this late. "Oh well," she said, continuing through Ponyville's darkened streets, "they usually stay out of trouble, I'm sure they'll be fine."

She passed the library; Fluttershy noticed that all of the lights were off. "That's strange," she said trying to peer in the windows without looking like she was snooping, "Twilight usually stays up much later than this reading. And I know Spike never goes to bed until at least after the moon comes up." She walked through town, occasionally jumping at the shadows cast by the strangely shaped buildings. A pegasus flew down a street up ahead, several thin rectangles falling from her saddlebags. As the movement drew Fluttershy's eyes, she saw the Sugarcube Corner. "Now I know Pinkie shouldn't be asleep at this hour. What in Equestria is everypony doing? Even Rarity's boutique is empty." She wlked a few more steps and ran into a cart. Whn she hit it a small pile of Apples fell out."This is even weirder, Applejack would never leave her cart out like this." Fluttershy thought about it for a second. "Maybe she is out looking for the girls. That must be where everypony is." She stared at the ground, ashamed, "I shouldn't have run away like that leaving them there. What if they get hurt because I didn't do anything?" She felt very ashamed and a small trail of tears escaped her blue eyes. She turned to go help everypony look, but suddenly froze. Everything behind her was pitch black. She couldn't see anything past a few hooves. She was so caught up in her thoughts that she had walked all that way in complete darkness.

Fluttershy let out a small yelp and sped towards home, her wings carrying her faster than even Rainbow Dash could've hoped to compete with. She slammed the door shut behind her and stood leaning against it; her chest heaving in and out for several minutes. As she slowly calmed down, she realized that not only had she left the fillies out all alone, but she hadn't even been able to make herself go find them.

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"Oh Fluttershy," she said softly, beginning to cry again, "you're such a scaredy-cat." She tapped her hoof into her face as hard as she could, the fur parting a bit to almost allow her hoof to make contact. She sat down on her sofa, quite upset with herself when a loud hammering at the door made her jump up and squeak in fright. She crept over to the door, heart pounding. The hammering continued at a remarkable speed. She parted the curtains that covered the door's small window. Nopony was at the door but the knocking continued. She looked down and saw Angel kicking the door as fast as he could, an angry look on his face.

Fluttershy opened the door, "sorry Angel," she said, trying to get the small bunny to quit glaring at her, tapping his foot. "It's just that it was so dark and I got scared. I didn't mean to leave you behind like that." The bunny stopped tapping his foot and rolled his eyes. He sighed and tilted his head forward, gripping the bridge of his nose with his paw. "Thanks Angel," Fluttershy said, scooping him up, her fear now forgotten with her small guardian there, "I knew you'd understand." She gave him a big hug and set him down in his chair. Now what do you think about me getting us some dinner.

Angel jumped up and nodded excitedly. He rubbed his stomach and pointed at a cookbook sitting by his chair. He flipped through the pages until he found the right one. He turned the book around, showing Fluttershy a complex recipe that involved five pages of instructions before it even showed the picture. Fluttershy skimmed over it and saw that the first five pages were needed just to prep. "I don't think I can make this sweetie," she said setting the book down. "How about a nice carrot salad instead, hmm?"

Angel threw himself down and began throwing a tantrum. His arms and legs thrashed around and he smacked his head on the floor repeatedly. A strange gurgling cry began peeling from his half open mouth when Fluttershy leaned over and scooped him up. He began kicking even harder, trying to get Fluttershy to drop him. Instead, she set him on the couch and kneeled on his legs so that he couldn't move. She forced his eyes open and stared into them. Fluttershy's eyes seemed to harden and she took on an angry expression, alien on Fluttershy's face. He suddenly froze and eased out from under Fluttershy. He hopped over to the kitchen, grabbed a carrot and plopped down to eat it while Fluttershy grabbed a baggie of leftover hayfries from the night before.

After her small, but adequate, dinner, Fluttershy headed to her room and quickly fell asleep. Her dreams were haunted by a small purple figure. She repeatedly ran around corners to find the mysterious being only to find that it wasn't there. Sometimes, her friend Rarity would be around the corner, looking angry, other times it was Twilight who looked quite disappointed with the shy pony, still other times, the Cutie Mark Crusaders were there, covered in bandages and casts and looking at Fluttershy with a mixture of hate and sorrow. She could sometimes hear them ask why they hadn't saved them, why she hadn't asked why they were out so late and so far from home.

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Fluttershy woke up in the morning, still exhausted from her poor night's sleep. She set about getting breakfast for all of her animals, including Angel Bunny who was quite upset about having the stare used on him the night before. Fluttershy grabbed an apple for herself and set out for town. She and Rarity had plans at the spa for that day and she felt as though she needed it.

As she flew towards town, she heard laughter and looked down to see the Cutie Mark Crusaders running towards the Apple's farm. "I guess they were fine after all," Fluttershy said, feeling better about having fled the night before. She didn't notice the look on the three fillies face as they ran. Their eyes were wide and bulging and they all looked very sick. Every few seconds, one would stop to either throw up or to look back the way they had come and dry heave for a few seconds.

Fluttershy arrived in town and set off towards Rarity's boutique, eager to spend the day with her friend. She opened the door and stepped inside. Various garments were strewn all over the floor and Spike and Rarity were picking them up and putting them away, a slight pink flush on their faces. Rarity looked up when she heard the bell.

"Fluttershy dear, come in, come in," she continued magically folding and stacking the clothes. "Things got a little out of hand here so I'm running a little late."

"Oh, well… if you're busy I can always come back," Fluttershy's ears were folded back and she was slowly backing out the door.

"No, no, please stay. We should be done in a moment."

Spike had finished folding the dress he'd been holding, one corner was held in his mouth. He set and down and said, "hey Fluttershy."

"Hi Spike," Fluttershy felt very nervous all of the sudden, nothing new for her. It did seem a little strange that she felt like this just saying hi though. "Where was everypony last night?" Fluttershy asked, remembering all of the dark windows.

Spike grew slightly redder, his scales turning much darker. "Well, me and Rarity were… out again. Twilight is doing some kind of experiments with Pinkie Pie, otherwise I don't know. Why?"

"Oh, well I was going home last night and nopony was awake anywhere. Even Pinkie's lights were all off. And Applejack's cart was sitting by the road."

"Well," said Rarity, "that's odd. I saw Twilight's note myself. She said she would be working with Pinkie for a while and Spike was freed up until she got done. As for Applejack, Applebloom hasn't seen her for a while."

The last of the clothes had been put away and the two mares began to leave.

"Where are you going?" Spike asked.

"Fluttershy and I go to the spa every Monday," Rarity said. A mischievous twinkle spread through her eyes, "would you like to come?"

"Sure," Spike said, climbing onto Rarity's back. Fluttershy was sure Rarity would make him get off, but she just began walking out the door.

Rarity paused and looked back, "are you coming Fluttershy?"

Fluttershy suddenly zoned back in, "oh yeah… I mean, yes. I'm coming."

They got to the spa only slightly after they usually did. They walked inside and sat down to await the twins. Spike and Rarity sat in a corner, whispering and giggling to each other. Fluttershy was curled up her usual chair, trying to avoid catching anypony's eye even though nopony else was in the spa.

The twins walked up. "Three of the usual," Rarity said, laying down a small bag of bits. "My treat this time Fluttershy, okay?"

"Oh, if you insist," Fluttershy said as she put away her money pouch.

They walked into the first room and were each led to a small tub full of mud. Rarity lowered herself in with a long sigh. Spike took a few steps back and splashed into him, spraying some mud onto Rarity. "Really Spike," she exclaimed, shaking the mud off of her face, "let's be civil, shall we?"

"Sorry Rarity," Spike giggled as he came up, the mud instantly sliding off his smooth scales. "Aren't you going to get in Fluttershy?"

"Oh, I don't know. It's just that… well... you're… um… a boy." As she spoke, Fluttershy hid behind her hair and began speaking softer and softer.

"Oh Fluttershy," Rarity said, "you and your modesty. Live a little, Spike won't do anything. Besides, it's not like we wear clothes most of the time anyways."

"I suppose you're right." Fluttershy slid in, not even shaking the surface of the mud. The twins approached and laid cucumber slices across everypony's eyes. Seaweed was wrapped around their head and they were left alone for a little while.

Spike and Rarity tried to draw Fluttershy into small talk but she seemed too embarrassed by Spike being there to say much.

"Really Fluttershy, it isn't like you aren't used to him by now. Besides, I miss you all the time. We really need to talk."

"I don't really want to right now Rarity," Fluttershy said, sinking lower into the mud.

The rest of the visit continued like this until the last treatment. They were left alone in a mineral bath to soak until they were ready to leave.

"I'll be right back," Spike said climbing out, "I have to use the little dragon's room real quick." He waddled off in the direction of the bathrooms and Fluttershy swam over to Rarity.

"I heard that you two were… that you… were… um,"

"Dating?" Rarity asked, trying to spare her friend several minutes of nervous stuttering. 'She always gets like this when she talks about relationships,' Rarity thought, somewhat annoyed by her friends, admittedly adorable, shyness. "Yes, what about it?"

"Oh nothing, really. I was just wondering…" Fluttershy trailed off.

Rarity sighed, "would you like me to tell you about it?" Fluttershy moved her head slightly. Rarity had come to interpret this as a nod when Fluttershy got like this. "Well, I found him in a really embarrassing way, I'll have to show you the pictures later, anyways, I was trying to think of a way to make him feel better about the whole situation. You know how he's always been rather… fond of me?" Fluttershy nodded. "Well, I decided to give him a chance, 'every other stallion I'd been with has always turned out so awful,' I thought, 'surely Spike couldn't be anywhere near as bad.' So we went on a date and Spike showed me the best night I've ever had. He didn't even try and force himself on me like stallions usually do." Fluttershy nodded again, she'd had plenty of experience with stallions like this. It was part of the reason she had stopped dating and lived alone with her animals. "Well, we ended up taking the girls out for a picnic and he stayed the night because Twilight was still gone. I made a few suggestions and his face was the funniest thing ever." Rarity had to stop for a moment; the memories of Spike's reactions were too funny for her to speak. "Anyway, I made a few advances and things went… a little farther. He is so small and shy, but he certainly can show a lady a good time." Her eyes seemed to twinkle with the memories of the last few nights spent with Spike.

Just then, Spike came back from the bathroom, a small trail of toilette paper was stuck on his foot. He walked up to the deck by the large hot tub and was about to slide in when Rarity stopped him. She and Fluttershy had been giggling as he waddled towards them, oblivious to the paper. Rarity floated him off the deck and pulled the paper off his foot and dropped it on the floor. Spike's eyes bulged a little as he saw what he'd been trailing. His scales darkened with his blush and he seemed reluctant to climb in with the two mares now.

"I was just telling Fluttershy about how we got together," Rarity said, smiling at the small dragon.

"You didn't tell her about the… thing, did you?" he asked, looking worried.

"No, I was saving that for when I could show her the pictures."

"Rarityyyyy," Spike groaned, hiding his face, "doooon't".

"But why Spikey-wikey? Shouldn't everypony know what a little gentle-colt you are?"

"Rarity stop it, you're embarrassing me."

"Fine, but I don't want to hear anymore complaining about gems today okay?" she sounded quite stern as she said it, but smiled a little afterwards to show she didn't mean anything by it.

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After a little while, the three friends climbed out of the water. Fluttershy had eventually been coerced into joining the conversation and was soon laughing as she usually did with her friends. They left the spa, completely relaxed and smelling of various perfumes. Fluttershy was about to fly back home when Rarity stopped her.

"You shouldn't keep to yourself so much Fluttershy. Why don't you come and stay the night with m and Spike. We've had the 'crusaders' over and I think together we could have quite a good time."

"Yeah," said Spike enthusiastically, "that's a great idea. Maybe then the girls will stop teasing me."

"Uh… well… I suppose I could," Fluttershy said, "just let me run home and get something real quick."

Fluttershy flew off before another word could be said. She had just used that as an excuse to be alone for a little while. She pulled a small locket out from her mane. It was woven into her mane and blended in perfectly. She opened it to reveal a small picture of Spike. "I guess he's happy now," she said.

Fluttershy remembered how much she had liked the small dragon the first time she saw him. He had been so adorable that she even followed him around talking to him, completely forgetting about her shyness for most of a day. She had always wanted to be closer with him, but she could never really get up the courage. Then she saw that he liked Rarity so much. She thought he'd never look at her when compared to Rarity.

That was the first time she had ever hated anypony. For a long time, she refused to speak anypony, or even look at them. She thought that if anything reminded her of Rarity she'd try to break anything, or anyone, near her.

Eventually she realized that it wasn't anypony's fault, especially not Rarity's, that Spike liked Rarity. She decided to go back to being friends with the white mare; they had always enjoyed each other's company.

Ever since then she always secretly longed for Spike to lose interest in Rarity and look at her. Now that they were dating though, it seemed like that could never happen. 'Especially not since they enjoy each other's company so much,' Fluttershy thought. 'At least my friends are happy,' she thought, looking at the brighter side. She tucked the locket away and flew off to spend more time with her friends, saddened, but a little more accepting than she had been for a long time.

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Yay! Another chapter done and another chapter closer to more Pinkie. Spike and Rarity are coming up next, right after another of my ridiculously long ending notes (deal with it, I have a lot to say).

Just wanna say thanks to all of you who are writing reviews. I must say it keeps surprising me how much everypony seems to like this story. The first review it got (Timefather64 wrote it. I'm really startin to like this guy too) was talkin about how it was a great story. I thought, okay maybe I'm doin something right. Then the other 16 reviews trickled in and now I know that I'm doing something right. As for those of you who aren't reviewing... you guys stink :P As for you 'The Rainbrony', you should make an account or something so I can reply. I like to reply to the reviews. *omg rage face* Even the ones that are just smiley faces or brohoofs (surprisingly few of those on this site).

For those of you who are favoriting this, you guys rock. It doesn't make me as happy as the reviews cuz the reviews are usually funny, or at least say that the story rocks. But it still rules to see people fav or subscribe to this (they count as the same thing to me). (That doesn't mean that I don't want you ponies to fav, just review as well.)

One more thing; I just saw the 'Story Traffic' thing on the site... apparently this month my story has had 195 visitors and 727 hits *squee* I feel so popular now. Next Chapter: Unlucky 13 Estimated time remaining: 5 Hours, 57 Minutes