The story is somewhere around half over :( Ah well, it's been a pleasure writing it for all you great ponies. That being said, enjoy. I had lots of fun writing this one.

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Fluttershy walked into Rarity's house with her and Spike. She had just come to some kind of terms with Spike and Rarity being so… intimate. They got back from the spa, prepared to spend the rest of the day with Scootaloo, Applebloom and Sweetie Belle, but the fillies were nowhere to be seen.

"Where are the girls?" Fluttershy asked, "I thought I saw them earlier."

Spike remembered what had happened that morning. "Uh, I think they were going to spend the day at their clubhouse."

"Okay," Fluttershy said, she knew how close Spike and Rarity had been lately and she felt awkward being alone with them.

"Fluttershy," Rarity said, approaching her shy friend, "how have you been lately? You've seemed rather off for a few days and you kept avoiding the questions when I tried asking."

"Oh, I'm fine," Fluttershy said in the tone she usually used to avoid bothering anypony.

"Fluttershy," Rarity said sternly, "we've known each other for a long time now and I know when you're lying to me."

"It's just…"

"Yes?"

"It's nothing, really."

"Okay, fine then. Spike," Rarity turned to face the small dragon.

He snapped off a salute, "Yes ma'am?"

"I may need your help… persuading Fluttershy here to talk."

"It will be my pleasure ma'am."

Fluttershy let out a small squeak and began edging towards the door. She didn't want to tell Rarity all the horrible thoughts she'd had since her and Spike had gotten together, but she knew how much Spike could do with his claws.

Rarity locked the door with her magic and slid the key under the door. She also sealed all of the windows so Fluttershy couldn't get out that way.

"Please don't," Fluttershy continued backing away from the advancing unicorn.

"Spike," Rarity said, not looking away from Fluttershy, "now."

Spike jumped onto Fluttershy's back and wrapped his legs around her. 'Still so soft and cuddly,' he thought as he latched on, 'her fur is always so warm and fluffy.' He reached down and wrapped his claws around the base of her wings and began sliding the tips of them along the bone there. No one seemed to notice that, when Spike jumped onto her back, Fluttershy's wings were stiffer than usual. Spike played his claws along Fluttershy's sensitive wings causing her to jump around and try to buck hi off. The whole time laughing so hard she almost couldn't breathe.

"Are you ready to talk yet?" Fluttershy had run into a corner and lay on her back as Spike moved to her stomach. He continued tickling her wings but now his tail was also working on her stomach which he had found was almost as ticklish.

"N-n-no," Fluttershy managed, her face now beginning to turn red as she laughed herself silly. "I t-t-told you it's noth- aaaaaahhh!" She managed to leap into the air as Spike found a particularly sensitive spot by her ear. He almost fell off but managed to hold on, his rear claws now working her flanks; he'd learned from Rarity that this caused most of the feeling to leave a mare's legs.

Fluttershy couldn't stay up with the awkward passenger, especially not with him scratching at her wings. She hit the ground and her hind legs buckled. She fell on top of Spike, her nose pressed against him. A blush shot across her face and her wings began to stand up as though she was about to take off.

Rarity watched as Spike 'tortured' Fluttershy. She saw that when Fluttershy landed on Spike her wings began to stiffen dramatically. Realization dawned on Rarity. 'How could I not notice?' she thought, watching as both Fluttershy and Spike froze in their awkward position.

"Spike, let her up," Rarity walked over to the two. "Fluttershy, can I see you in the other room for a moment?"

Fluttershy stood up as Spike released her wings and legs. She hung her head down, ashamed at herself for thinking, even for a minute she could've have gotten away with that.

Spike looked around, confused. "What is it Rarity?"

"Just give us a second Spike," Rarity continued on towards the kitchen, Fluttershy trailing along behind her. He tried to follow and listen in, but the door closed in his face as he began walking over to it.

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"Fluttershy, I think that I may know what's wrong," Rarity said, drawing attention to Fluttershy's wings.

Fluttershy looked at the floor, not saying anything.

"Why didn't you just tell me? Is that why you wouldn't talk to anypony for a while when Twilight moved in?"

Fluttershy nodded, her eyes beginning to tear up a little.

"Oh, don't cry," Rarity said, holding Fluttershy close, "I'm not mad at you. Well, maybe a little." She held Fluttershy's head and looked into her eyes, "I'm mad at you for not coming out and telling me what was wrong. You know I'd never do anything to hurt you."

Fluttershy began crying a little, "I'm sorry I didn't say anything," she sniffled, "It's just that some of the thoughts that I had when I found out he liked you."

"Next time just tell me. You know I can handle those bothersome stallions easily, I would've pushed for Spike to notice you more."

"I know. It's just that he was so cute when I first saw him. He was so nice and he talked to me for as long as I wanted, he didn't mind at all. I wasn't even nervous to talk to him," Fluttershy looked shocked at the thought of this, "I didn't even know his name but I can right out and started talking to a dragon. I knew then that he was perfect for me. But then I found out he liked you and I kinda lost it for a while."

Fluttershy looked back on the days she had spent locked in her cabin, when she had finally come to terms with things, she had destroyed all of her furniture and most of her walls. The animals were all too terrified to come back for months, even Angel wouldn't come back and there was an awful thunderstorm. Fluttershy had spent two months alone and in the dark with nothing to so much as lean on, it was then that she decided to never be jealous again, and it had held… at least, until Spike actually started dating Rarity.

"I know that you told everyone that there were just sick animals, but I thought something was fishy about that story," Rarity could remember the quick shifting of Fluttershy's eyes whenever she gave that excuse.

"Then I found out that you two were… you know…" she clapped her hooves together, unable to bring herself to talk about something so… personal and dirty, "I was devastated. I knew then that I could never have Spike, but I also knew that the two of you must be very happy. That was enough to help me."

"Was that when you went to 'get something from your house' earlier? I thought you were acting different when you came back."

"Yeah," Fluttershy scuffed her hoof against the ground. She looked back up, "I really am happy for the two of you. It's just…"

"I probably shouldn't say this, but he may be just as good as you think Fluttershy, maybe even better. But he has one big flaw."

"What?" Fluttershy asked, looking around to be extra sure Spike wasn't listening.

"Well, he originally fell for me for my looks. He's a great friend and he's so adorable and charming, but he doesn't look much deeper than the skin before he tries to get to know somepony sometimes."

"Oh, I should probably ask about this," Fluttershy said, pulling the hidden locket out of her mane.

"Oh Fluttershy you didn't. Please tell me you didn't," Rarity looked at her friend, she finally saw just how deep this went, more than puppy love affecting such a sensitive pony.

Fluttershy opened the locket and showed her friend a picture of Spike smiling and waving while sitting on Fluttershy's back at one of pinkie's party. On the other side was a small piece of one of his scales that she found in her mane that night.

"Keep it," Rarity said, already knowing what Fluttershy was about to say, "I don't mind if you do. I've been with him for a few days so I can only imagine what this must mean to you."

Fluttershy tucked the locket away, carefully weaving it into her long pink mane. "Thanks for being so understanding Rarity," she gave the white unicorn a hug, Rarity could almost feel her happiness coming through her fur, "and thanks for listening."

Rarity returned the hug. After a few seconds they let go. Rarity looked around, feeling as though something was wrong. "It's funny that Spike hasn't tried to listen in."

"Maybe we should go check up on him."

They walked out of the kitchen and heard a loud thump as they opened the door. Spike was lying by the stairway, the door slightly ajar.

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Spike smashed his face into the door as Rarity closed it behind her and Fluttershy. He knew by now how good most mares were at catching eavesdroppers, especially compared to Twilight. He remembered that there was an air vent in the kitchen that went through the ceiling. He ran up the stairs and found the connecting piece. Spike crawled through the vent and settled in to listen. He noticed a small basket on the floor near the vent and picked it up. It had his name on it and was full of candy, so he began searching through it while he listened.

Spike's eyes widened in shock when he heard that Fluttershy liked somepony, he'd never noticed. When he heard that it was him his mouth dropped open. He remembered all the times Fluttershy had just come up and talked to him, seeming to forget the other ponies that were nearby. He remembered all the sweet smiles he'd gotten, not thinking that they could mean anything; all the times she'd gone out of her way to ask for Spike's help instead of somepony else's. Spike felt horrified that he hadn't noticed.

When they came to the part about how torn up Fluttershy had been Spike felt ashamed. 'How could I have hurt anypony like that?' he thought, 'especially Fluttershy.'

When Rarity started talking about him he began to feel better. 'At least I'm not being horrible to everypony.' But then he realized how much worse that had to be for Fluttershy. Spike began seriously wishing that he hadn't come to listen in. Then Rarity started talking about how he sometimes judged ponies on how they looked. He knew it was true. He had nearly killed a baby phoenix just because some dragons told him to and he wanted them to like him.

Spike started to sniffle a little. Then Fluttershy began to pull something out and Rarity was reacting oddly. "Oh no," he whispered, "what could she have?" He leaned over to the vent in the kitchen and watched as Fluttershy pulled something small and shiny out of her mane. 'What is that?' he thought, trying to get a good look at it. She opened it up and he could make out a small sliver of purple, the same shade as his scales. She shifted the locket slightly and he saw a picture of him and Fluttershy.

Spike looked at how happy Fluttershy seemed in that picture. He kept trying to look even when she put it away. They hugged and Spike felt his heart melt a little, he could feel the happiness radiating off Fluttershy even from so far away. Suddenly they froze and Spike thought he was caught.

"Maybe we should go check up on him," Fluttershy said. Spike scrambled to get out of the vent and flung himself down the stairs, he could already hear the door opening. He came to a crashing halt just as the two mares entered the room. They gave him weird looks but he knew he got away with it so he just lay on the floor.

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As the sun began to set, Fluttershy asked about Sweetie Belle and her friends again. Rarity sighed and pulled Fluttershy close. She whispered in Fluttershy's ear so that Spike couldn't hear.

"THEY SAW WHAT?" Fluttershy looked horrified, "How did they get in without you guys knowing?"

"I don't know," said, realizing instantly what they must be talking about. He didn't know why Rarity tried to keep it from him, "I went upstairs afterwards and saw that Sweetie's window was open."

"That means that they must've gotten back some time in the morning." Rarity tried thinking of where they could have been so long. "I'm not sure where they could have been. We were at the lake that day, remember?"

Fluttershy let out a small squeak at this and turned a little red. She looked down shyly when Spike and Rarity turned to look at her. "Is there something you'd like to tell us Flutterdear?" Rarity asked, a tone of amusement present.

"Well, do you remember what we talked about earlier?"

"You knew about it didn't you?"

"Yes," Fluttershy looked embarrassed. Spike felt a little uncomfortable. It was one thing to have Pinkie know everything about everypony and to show up at weird times, but when Fluttershy turned into a stalker it was just unnerving.

"How long?" Spike asked, unable to help himself.

Rarity looked up, "what?"

"I was asking Fluttershy how long she knew about the lake."

"Actually," she said, "I was the one who told Twilight where you were when the spell went wrong. We were all helping to look and I found you at the lake. You looked so cute just swimming around and jumping in. I was worried o might hurt yourself a few times but you always pulled it off."

"Yesterday, when you were at the lake, I didn't know Rarity was with you. I just noticed that you had gone there. I was going to follow, but along the way the girls found me and I left as fast as I could. When I got back I realized it was dark and I ran home. Then, this morning I saw them running somewhere, it must have happened after the… thing."

'Why isn't he asking why she followed him?' Rarity thought. 'He also seemed rather quick to catch on to things a minute ago.' She remembered the slight scuffling noises she'd heard in the kitchen and remembered there was a vent in there that could be reached through the second floor.

"They must have followed us," Spike said, snapping Rarity out of her deductions, "and they didn't know about the easy way back so they had to walk."

"They probably would have gotten back just after we checked all the rooms."

"Yeah but they didn't find us for a LONG time after that."

"Maybe they climbed in the window and fell asleep," Fluttershy suggested, "and then you… woke them up."

"That would make sense," Rarity said, rubbing her chin with her hoof, "and it's the only thing that seems to fit."

"They probably aren't coming back for a while," Spike remembered all the toys that were lying on the floor.

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Fluttershy flew off to search the Apple's Farm for the fillies while Spike looked around Ponyville. Rarity waited at the boutique on the off-chance they did come back.

As Fluttershy was flying over the farm, she heard the girls in their clubhouse. She flew down and looked into the windows. She could see that they were playing games, there were eggs all over the place and they had a few cups of dye; they looked like they were having fun. But every now and then, one of them would get a weird look on their face and would gag for a few seconds until one of the others distracted them.

After a little while, they pulled out some sleeping bags and lay down. Fluttershy decided that if she was going to talk to them she should do it now. She knocked a hoof against the door and stepped in. The three fillies looked up in alarm, but they calmed notably when they saw it was Fluttershy.

"Hey girls," she said.

"Hey Fluttershy," they said in unison sitting up a little more.

"I heard what happened."

"It was awful!"

"Don't talk about it! Please!"

"Ah can't get the pictures outta mah head!"

Fluttershy found herself giggling a little on the inside. She remembered the first time she saw something like that. She went out to feed the deer and was … startled, to say the least. She never went out to feed the deer again. "Okay, well will you girls be fine here then?"

"Yup," Applebloom said, "we got plenty o' apples, we got sleepin' bags and we're near mah house if anythin' happens."

"Well, okay then," Fluttershy went to leave when Sweetie Belle stopped her.

"Please don't tell Rarity where we are."

"I have to," Fluttershy felt torn between giving in to those big sad eyes and letting Rarity know her sister was alright, "she'll be so worried otherwise."

"Okay, then just tell her we're fine," Scootaloo cut in, "Don't tell her where to find us, then she'll come talk to us and we'll never get those pictures out of our heads."

"That bad?" The fillies all nodded. "Okay, then I won't tell her where you are. But remember, you owe me." Fluttershy gave a little squee and flew away.

Fluttershy was flying back to reassure Rarity when she saw Pinkie jumping up and down in the road and waving her arms.

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Well, lookie what we got here, brother of mine, it's the same in every town

Ponies with thirsty throats, dry tongues, and not a drop of cider to be found

Maybe they're not aware that there's really no need for this teary despair

That the key that they need to solve this sad cider shortage you and I will share

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"Hey Pinkie," she said, landing. "I heard that you and Twilight were working together."

"Wha- Oh yeah, we are." Pinkie ran over to Fluttershy and started shaking her. "I need your help!"

"Why do you need my help?" Fluttershy asked as she was thrown from side to side.

"Somepony is hurt really bad and you're the only one I could think of to help."

"Why not Twilight?"

"I can't find her."

"Okay, I just need to go tell Rarity something really quick, just gi-"

"No," Pinkie's yell startled Fluttershy. She had been about to take-off and she ended up falling all over herself. "I mean, we might not have enough time for that!"

Pinkie started running, somehow dragging Fluttershy along with her tail. "Where are we going?" Fluttershy was amazed at Pinkie's strength; she was galloping along a rough road while pulling along Fluttershy fast enough for her to float like a kite.

"Where ya' goin' Fluttershy?" somepony yelled as they flew past. A muffin was on the road near where they passed the grey pegasus and Pinkie stepped on it. It flew off her hoof and hit Fluttershy in the face.

"It's just up here." Pinkie pointed with a hoof, without slowing down, at a tunnel up ahead. It was flanked by two doors made to resemble the ground around them. Fluttershy knew that if they were closed, nopony could find them unless they knew exactly where to look.

The setting sun played along Pinkie's mane and Fluttershy saw a few glints. She managed to reach down and pull some of the hair aside and saw that Pinkie's mane was full of large needles like she used when she had to help out some of the more dangerous animals.

Pinkie noticed Fluttershy's investigation and stopped instantly. Fluttershy flew forward but was held tightly by Pinkie's tail. She slammed headfirst into the ground creating a large crater in the shape of her face.

Fluttershy stood up quickly, though she wobbled a little. Pinkie rushed in and stuck in a par of hypodermic needles, their plunges depressed almost instantly. Fluttershy didn't slow down. She turned and bucked at Pinkie's face, coming within a hair's breadth of hitting her, even with advance warning from her Pinkie senses. Pinkie grabbed her leg and twisted it violently, meriting a loud snapping noise. Fluttershy rolled in midair and kicked Pinkie's face with her other leg, completely ignoring the pain in her now shattered limb. Pinkie's nose shattered, blood pouring out. She licked it up and flashed a smile and Fluttershy.

"What are you doing Pinkie?" Fluttershy screamed, "What the hell are you doing?"

"You don't know? Go on, guess. Applejack figured it out."

Fluttershy realized where they were. Ever since Pinkie moved to Ponyville, Fluttershy noticed that there was a certain area all the animals avoided at all costs. Fluttershy had seen infants abandoned by their parents just because they crossed into that area. Fluttershy looked around and saw that she was indeed in the dreaded circle. She could see a ring of animals watching her, all at least four hundred hooves away.

"You did it," Fluttershy said as she realized what Pinkie must be hinting towards. "You've been killing all those animals near here."

"Aww, that's all you've got?" Pinkie said, frowning, "well, I guess I did pretty much come out and tell Applejack." She threw a small object at Fluttershy, it landed at her feet, rolling to a stop. "Maybe this will help."

It was a skull. Fluttershy stared in horror. It was a pony skull. 'More than that,' Fluttershy noticed as she looked at its size, 'it's from a foal.'

"All those missing ponies-"

"Yup," giggled Pinkie, you guessed it, "you're so smart."

"You'll pay for this," Fluttershy was still looking at the skull, now shaking with the rage she had suppressed all her life, "you'll pay!" Her voice seemed to deepen with every syllable.

"Wow, and you didn't even know that I got Rainbow and Twilight."

"You did what?" Fluttershy's voice now sounded like the ground shaking voice of the dragon she had scared off.

"I made cupcakes."

Everything clicked into place. All the smiles and parties, the huge number of cupcakes that seemed to coincide with the disappearances, though nopony would ever suspect somepony like Pinkie. Fluttershy screamed in rage and charged for Pinkie.

Pinkie just barely managed to scramble away at the last moment, she felt the wind coming from Fluttershy's flying hoof. 'Maybe I shouldn't have told her so soon,' Pinkie thought. She watched as Fluttershy stood fully on the leg she had completely shattered less than a minute before, not even wincing in pain. Fluttershy held front hooves up in the air and howled. Pinkie felt the hair of her mane bristle as the strange howl rose and fell. She began throwing the overly large needles at Fluttershy. Each one sunk in fully and released its load, the plunger carried on by the needle's momentum.

Fluttershy let herself down after her sudden howling ended. She had never felt, never known there could be such anger as this in anypony, let alone herself. The loss of so many animal friends, her respect in Cloudsdale, the loss of Spike, the disappearances of so many ponies, every defeat of her life all rushed in and condensed into a burning ball of anger. Dozens of needle stuck out of her stomach, she could feel cold radiating out from them. She forced her will back through all of her nerves, causing the feeling of creeping oblivion to retreat. She launched a series of frenzied kicks at pinkie, each one hitting the stunned mare.

'How did she get like this?' thought Pinkie. She consulted her oracle once Fluttershy stopped striking her for a second.

"She is unchanged," Pinkie heard the voice echo through her head, "she is a normal pony, unchanged in any way. She doesn't even have herself fully revealed like Nightmare Moon did for you."

Pinkie stared at the oncoming pony in fear. 'She's so strong,' Pinkie thought. "HOW CAN YOU BE SO STRONG!" Fluttershy kicked Pinkie in the face again, shattering her skull.

Pinkie lay there in a pool of spreading blood, broken by Fluttershy's fury. Fluttershy felt weariness from the effort it took to take out the pink mare. She stumbled a bit and thought she must be hallucinating. Pinkie was laughing loudly. She reached up and stuck her hooves into her shattered skull. Pinkie licked to brain fluid and shivered with delight.

She placed her hooves on each side of the hole and began reforming the skull around it. Fluttershy watched in disbelief. Pinkie rose up and, in one fluid motion, pinned Fluttershy down. She began sticking scores of needles into Fluttershy at various points. Pinkie wrapped Fluttershy's mane around her neck and held it between clenched teeth, strangling Fluttershy while the chemicals did their work.

After a few minutes of struggling, Fluttershy lay still. Pinkie could feel her heart beating beneath her and she saw Fluttershy's chest rise and fall as she took deep breathes.

"She will be waking up soon," Pinkie heard a voice say in her head, "you may want to hurry."

Pinkie picked up Fluttershy and slung her across her back. She took off at a run into the tunnel, closing the doors behind her. She ran through the various chambers until she eventually reached the funhouse. She could feel Fluttershy stirring as she hurried towards the meat locker. When they came to the stairway descending into the slaughter room, Pinkie jumped off the stairs to save time. She strapped Fluttershy down as quickly as she could with as many straps as she could manage.

Just as Pinkie turned off the lights so as not to ruin the party, she heard Pinkamena walk up behind her. "We don't have long," she heard. Fluttershy's breathing changed and pinkie saw the muscles in her legs begin to strain against the bonds. "How is this possible?" she whispered to Pinkamena.

"I don't know, though I saw the combat outside. I must say your friends are really beginning to impress me."

Fluttershy screamed Pinkie's name and Pinkie felt an inexplicable wave of terror wash over her. She stepped into the light and prepared to meet her latest guest.

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OMG, I am super scared of Fluttershy now. Fluttershy is a beast, now I see why so many people say FS for best pony. I'm not sure who I'm more worried for, FS or Pinkie.

I was going to write something to put in between the 'Pinkie Scenes' rather than using song lyrics (I'm running outta good ones) but it got too long. I uploaded it, it's called… Pinkie's Story if I remember correctly. It kinda' gives away the rest of the story twists, though not in detail, just generalizations. It's really good if you read it in like an evil villain voice kinda' thing. Idk, I've got a really good creepy voice that I do that's perfect with it.

Also, I'm sure you noticed the two 'easter eggs'. I promsed somepony I'd put 'em in... can't remember who. Anyway, if they seem not to fit well it's because I stcuk them in after I wrote this chapter.

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