Fluttershy stared hard at the stone ceiling above her, willing her eyes to close but not succeeding.

For the last ten minutes or so, she had been lying there, desperately trying to get to sleep, since she had suggested it would be nice to have a change of scenery less desolate than their current one.

Discord had agreed enthusiastically.

But it had barely been an hour since she was last asleep, and she wasn't the slightest bit tired.

Her...his...their most recent dream had left her in a happy mood, of which she had clung on to for as long as it deemed possible.

Initially, she had hoped dreams such as these might reoccur, preferably without forcing her to endure a horrific nightmare first. Maybe, she had thought, my dreams will give me some insight as to how I can get out of here.

Fluttershy sighed at the thought and turned to face the wall, dragging the thin sheets over her bare shoulders.

She kept on expecting that Discord would burst into fits of laughter at her naïveté, profusely humiliating her, again. However, he seemed to be going along with the Trust Trial he had been set, wholeheartedly at that.

While the fact remained that sharing dreams with The Lord of Chaos was rather creepy, the pegasus had managed to convince herself that it was no different to how Princess Luna entered dreams. If the Princess of the Night can share somepony's dreams to relive them of problems, then why shouldn't The Lord of Chaos be able to do the same to befriend that said pony?

Because he's The Lord of Chaos.

Fluttershy scowled at herself. When she had first taken on the task of reforming him, it didn't come across as a chore; if she succeeded, yays for days; if she didn't, back to stone for the draconequus.

But now the idea felt daunting. She really did want to believe his proposal held honesty, but she was scared. Her own offer had been nothing more than a way to show she wasn't falling for it just like that.

If she failed again, what then? Would she spend the next few centuries frozen as a statue, continually losing bits of her old self, Discord eventually driving her to insanity?

And even if it did work, and she did befriend him, would they find a way out? Would they work together in a desperate alliance caused by the need for their freedom? How long would it take for them to work themselves free? It could easily end up being too long. Too long, so that when she emerged she wasn't herself. Too long, so the world had changed around her.

Too long, so her friends didn't recognise the mare she had become.

A tear slipped out of her eye. An exasperated sigh, the first sound to break through the eerie wall of silence in ages, leapt at her ears and sent a scared, surprised jolt through her body. "Are you sleepy yet? Like, at all?" Discord murmured mere moments afterwards.

"No," she replied, discarding the extravagantly sincere apology that instinctually came to mind.

"Okay then," he bounded up onto his legs. "I was going use that time to come up with a way to start this whole trust thing," he said, flicking his talon carelessly, "but I'm really bored, aren't you?" He didn't wait for an answer. "So I'm suggesting we resort to magic."

Fluttershy blinked in horror. "What? No!"

"What? It's not that bad."

"You are NOT using a spell to force me to trust you!"

"Ye - what? No, I meant for the falling asleep part!" He paused to think. "Actually, that isn't such a bad ide -"

"Don't you dare," she warned, giving him the Stare to emphasise it and provide herself with confidence. She was shaking, unsure of whether she appeared to be angry or absolutely terrified. She hoped it wasn't the latter, though that one was more truthful. Maybe this was where it all went downhill. Where he gained complete control over her and she was lost forever. Her breath quickened to match her rapid heartbeat, fighting back tears.

Discord rolled his eyes. "Fine, fine. Sheesh!"

"Don't act like its nothing. For goodness' sake, the first thing you ever did to me was corrupt me! It's not nice, Discord, and i -"

"I was joki -"

"LET ME FINISH!" she screamed, her cheeks hot. She barely realised how quickly her fear turned into anger, though she was shivering like mad and her eyes stung. "In my opinion, nobody should have the power to do such a thing. It is horrible, evil. Monstrous, even. I do not care if it's what your used to doing, nor that you were joking, because it. Isn't. Funny!" she concluded, nodding her head as if to approve of her own point.

Discord coughed deliberately. "Reforming spell." He coughed. "What? I didn't say anything. I don't know what you're talki -" cough, "Reforming," cough cough, "spell," cough. "Apologies, my dear. I appear to have acquired a terrible," cough, "reforming spell," cough, "cough. Do you have," cough, "any -"

"You've made your point."

"Were you aware that Twilight wanted to use a reforming spell on me? Hmm. Funny. I don't think I have ever," cough, "mentioned that -"

"I had no say in that operation. And, while I might be close friends with Twilight, I would still disagree with it," the mare stated patiently.

"Paper's delicious, by the way. You want some?" He summoned a bowl of Shredded Paper and offered it to her.

"No, thanks. I...I'm not part goat," she declined sheepishly.

"Pffft. Yes you are."

"Meh meh mehh," Fluttershy bleated in confusion before realising she hadn't said anything Discord could understand. Funnily enough, Fluttershy herself did understand what she had said, because she had, in the past, had to deal with goat-demolition problems of her own and other ponies'.

"There you go, that's the spirit! Eat some!"

The goat-pony narrowed her eyes at him, but took a mouthful nonetheless. She blushed as she chewed, discovering that it was, in fact, rather marvellous.

Then she remembered it was made from trees and spat it out in disgust, barely managing to do so as she had been about to swallow.

"Oh. Ew." Discord wrinkled his nose. "Okay, so you don't like paper."

"No," she replied, which was only half-true but she was glad to see that he had turned her back from...whatever pony-goat hybrid she had been beforehoof; she hadn't thought to take a moment to look.

"Right then. Sleep spell. Oh, wait...ugh, I'm gonna regret this..." he moaned as he prepared to snap his fingers.

Fluttershy froze.

Click.

She squeezed her eyes shut, expecting the worst. But nothing happened.

The mare looked at Discord quizzically and saw he was frowning. "What was that?" she asked.

He groaned distastefully. "Conscientiousness enhancement. It makes you more aware of what you see, do and hear in dreams," he explained.

"You sound like you've done this before."

"Well, I have. But, unfortunately, it also makes you more..." he shivered. "Attentive of every decision you make."

"That doesn't sound too bad," she smiled.

He scowled at her. "Not for everyone!"

There was a moment of silence.

"Sleep spell. Makes you instantly fall asleep the moment it's cast," Discord said, and Fluttershy saw he had half-moon glasses resting on his snout and was reading from a spellbook. He snapped it shut. "Okay. That sound alright to you?"

She hesitated. "Y-yes..."

"On the count of three, okay? One, -"

And then Fluttershy collapsed, a barely acknowledged click echoing faintly in her ears, felt herself hit something soft and secure then drifted into unconsciousness.

Twilight turned to lie on her left, snuggling into the warmth that greeted her.

As she move her head, however, her abnormally hard pillow made an uncanny ripping sound. A ripping sound that didn't quite sound like fabric tearing, more like...

Paper.

The alicorn jerked awake, sitting up to attention.

Her head had been resting on an open book. Dread filling her, she checked its cover. Letting out a sigh, she saw that it wasn't the spellbook. In fact, it was a book of fairytales.

Twilight blinked, forcing her mind to remember what had happened before she slept. She recalled that...that she had already been half asleep, when requesting Luna...to read to her.

Luna's wings were still wrapped around her, cradling her body in a blanket of feathers. While they were warm and comforting, the acknowledgement of them led to Twilight feeling awkward, blushing because of her silly, foal-like behaviour the previous night.

With a swoop of her unsteady wings, Twilight was free of the Princess' grasp and could breath again. She could feel that her cheeks were still flushed, but as she took off, the waves of refreshing air cooled them down.

When she landed outside her library, she wondered where her friends were. She knew Spike would still be at Rarity's, but otherwise she was clueless.

She opened the door to Golden Oaks, peering in just in time to see Rarity use her magic to dump all of the books in sight onto the floor.

Her jaw dropped open, her presence becoming noted by Rarity - and Spike, who was standing in a corner - soon after.

Just about to speak, to ask for an explanation, Twilight watched Spike run across the floor and hop onto Rarity's back, saying, "C'mon, Rarity." He tossed a baby-blue blindfold over her eyes and tugged the ends into a secure knot. "Maybe we can do this quicker this time. Then I won't have to re-shelve this library again for months to come."
While the unicorn laughed at Spike's comment, he turned his attention to Twilight, jumping down to the ground. "We're playing a game whe -"

"Spike was bragging about how he could re-shelve this place blinded," Rarity interrupted, grinning, "and, to prove it, he blindfolded me. I levitate a book to him, he directs me to its rightful place."

"And thus, Blind-Mare's Marco Shelvo was born," the dragon finished.

"Blind-Mare's Marco Shelvo?" Twilight arched an eyebrow.

"Yup."

The alicorn rolled her eyes, but couldn't help a smile. "Alright, you two get to tidying up. Spike, where are my letters from Cadence?"

"Your bedside drawer, third draw from the bottom."

"Thanks."

She hadn't taken more than a step, when Rarity zoomed a random book across the room and hit Spike with it.

"Ow," Spike groaned. "Sabotage! Unfair play!"

"Oh, darling, are you alright?" Rarity asked, directing her head in the vague direction of the dragon. "Darling, that's going to keep on happening if you keep moving! Look - come here." She searched for him with several swings of her hooves, then eventually made contact with his scales. She tugged him towards her, crossing her forehooves over his shoulders. "There we are. Much better."

Twilight rolled her eyes again before retreating up the stairs to her bedroom.

She rifled through her letters from Cadence before pulling out the one she needed. Her eyes skimmed the page. It read that thoughts corresponding to the particular emotion being analysed would be heard in the spellcaster's mind; she hoped this wouldn't happen when she casted the spell on Discord.

She memorised the spell easily, then skipped to the bottom, where a colour guide was inked.

The colour red was love. Next to it, was pink which identified as a crush. She had no need for the latter, but...

Curiosity stirred inside her. She wondered what exact emotion Spike felt for Rarity, and whether it had lessened into friendship, or...no, no. He was too young to be in love. Properly, anyway.

Still...it would be best to see if the spell worked properly, just in case. Yes, she would test the spell, for professional reasons only.

Biting her lip, she grabbed a hoof-held mirror and cast the spell, closing her eyes to sense the strongest emotion radiating from the room below. She found it, and settled the emotion-check onto her assistant. She knew he wouldn't feel anything besides maybe a shiver, so he would never know she had been invading his privacy.

For professional reasons.

She held up the mirror and gasped, strangled for air: the aura around her horn was red. Spike was in love with -

Oh my sweet Celestia, I'm positively certain he can feel my blush. I shouldn't've pulled him this close...

Twilight's mouth dried up, her body turning to ice; that was Rarity's voice, Rarity's thoughts in her head.

The darling is so handsome...oh my word...

Hyperventilation found the alicorn's lungs. She double-checked the mirror: it was still red. A bold, defiant, passionate red.

She doused her horn immediately, suddenly desperate to get away.

Rarity is in love with Spike Rarity is in love with Spike Rarity is in love with Spike.

She trumped down the stairs, her face flushing.

"Twilight, you okay? You're -"

She needed to be outside. She needed air. She needed to fly.

"Darling, what's the matter? Twilight, come -"

The door burst open, and she soared up into the sky.

Fluttershy blinked her eyes open standing up shakily.

She looked around and quickly spotted Discord directly next to her. He was awake and alert too, and therefore prone to being questioned. "Why did you do that?"

He blinked. "Do what? Catch you before you hit your head on the floor?"

"No, why...y-you caught me? Umm...th-thank you..." A light blush played on her cheeks. "What I meant was...I...didn't like it when you casted the spell without warning," she concluded.

"But I did warn you!" he protested.

"No, you...yes, but...you did it before three."

"It's four p.m."

"Yes, lets break everything down to its literal sense so we can avert the real message!" she exclaimed sarcastically, rolling her eyes.

He waited a while before responding, "You were scared to fall asleep instantly. If you were expecting it the moment it happened, your fear would've shaken you awake again."

The mare nodded, then smiled. "You're doing it again."

"Doing what?"

"Making sense."

"Pffft, nonsense."

"No, sense." Her grin widened. "You're making sense - sense that I can understand, too."

"Are you saying that me making sense doesn't make sense?" She nodded. "But doesn't that ultimately makes me not make sense again?"

"You just made sense out of you making sense not making sense, though, didn't you?" she pointed out.

"And me making sense out of me making sense not making sense doesn't make sense, does it?"

"We could go on for hours."

"It's a paradoxical concept, me making sense, isn't it?"

"Not if you make a habit out of it."

"But that wouldn't make sense, now would it?"

She laughed. "No, I guess not."

"Like I said: paradoxical concept."

Fluttershy inhaled and exhaled deeply, resting her head against the tree that was behind her. "Where do we start?"

Discord opened his mouth, looking as though he was trying to think of an answer on the spot. No more than a few squeaks escaped his throat. "I...don't know," he admitted.

Fluttershy nodded. Frankly, she wouldn't be able to herself. "I'm more than willing to help you - since it's compulsory for me to cooperate anyway - and...I want to make it clear that...I really do want to trust you, Discord. I want to reform you, to befriend you, to...get to know the...the you you don't show." She stared wide, sincere eyes up at him, taking his paw in her hooves.

He turned his head. The intertwined shadows of leaves and branches patterned her face, forming a tattoo from the blocked sunlight.

The draconequus sighed and caressed her cheek. At first, she flinched away, but then decided to give it a chance. She shivered a little, but the tender touch was nice nonetheless.

"As of now, you can only take my word for it, which I know you can't do, not wholeheartedly. But..." He pinched the bridge of his snout. "I...I find you interesting, okay? You're nice to me, you're willing to give me at chance. Darn it, you even resisted my manipulation, which I have to admit is impressive. I..." He gulped. "I guess...this is my way of giving you a compliment."

The pegasus couldn't help but blush. She opened her mouth and searched her brain for an answer, but found nothing worthy of use. Instead, a tear slipped down her cheek, more following in its path. "Please," she said, voice shaking. "Please, don't. Just...don't, okay? Please. I don't like flattery, nor compliments, nor praise. I don't handle them well, even if they're due."

Instantly, he was wearing a gas mask. "Oh my, is your modesty contagious?" he asked, obviously muffled because of the mask.

"I'm not -"

Discord pressed a finger to her lips. "It's okay, you can tell me if you have the Modesty Disease. I'll just have to wear this mask from now on."

She rolled her eyes. "Why?"

"Well, catching Modesty is never good for one's self-esteem, is it? I just can't risk it. Where would I be today if I had low self-esteem?" he jokingly mused.

She laughed, cheered up, and shook her head. Silence fell soon after, and Discord took this opportunity to try and think of some way to get her to trust him - without using a spell, of course.

But he found nothing. Nothing, that is, apart from a question that whined for vocalisation. He rubbed the back of his neck. "I know it's a personal question, but...why don't you ever mention anyone other than your friends? What about your family?"

There was a silence, one that seemed to last an eternity before Discord broke it. "They aren't...dead, are they?" he whispered, dreading that he had pressed on a touchy subject for the sensitive pegasus.

"No!" she assured, then sighed deeply. She answered his question, "M-my parents kicked me out as a f-filly."

"What?!" he exclaimed. "Why in Equestria did they do that?!"

She ran a hoof over her Element of Kindness, then over her flank. "My...my cutie mark. You see, Cloudsdale are known for their brilliant fliers. Both my mom and dad were excellent at it; they'd even take me on their backs sometimes. They tried their best, but...I-I was barely able to get my hooves off the ground properly. And...w-when I go my cutie mark, they...they knew I was a..." She gulped. "Lost cause. They gave me an afternoon to pack, and...I haven't seen them since."

"But where did you -"

"Rainbow Dash," she interrupted. "Since she was my best and only friend - and the only one who knew how it felt to be bullied by the colts at flight camp -, her parents took me in. They were nice enough, but...ungrateful as it sounds, they didn't empathise with me anymore than my own parents did. They had the perfect daughter, one who's special talent was...well, flying."

Discord gawked at her. "Oh my gosh, you total reject!"

The face she wore in response said what she needed - but didn't have the courage - to say for her.

"Rainbow was you're only friend, huh?" She turned away from him. "Have you realised that you're my Rainbow Dash?"

"What?" she asked. Big surprise: she had the cyan pegasus' voice. Her mane was still pink, her coat still yellow and her cutie mark remained as three butterflies.

She noticed that Discord was studying her closely, and she shrank. "Hmmm. Nah, you look prettier with teal eyes." He clicked his fingers. "Yeah, you're my Rainbow Dash. My first and therefore best fr - well, almost friend. You're the only one ever to defend me, the supposed 'Lost Cause'. Am I not right?" He pouted and batted his eyes pleadingly.

Fluttershy's lips parted. She really was his Rainbow Dash. She bit her lip, for this made her involuntarily pushed towards trusting him.

The mare sighed exasperatedly. "Okay, forget the trust thing."

"Really?"

"You don't have to figure out a clever way to make me trust you. I have to admit: it is rather difficult. We're friends now, alright?"

"Officially?"

"Yes."

"Write-it-down official? In-permanent-marker official?"

She giggled. "Yes."

He hesitated. "Can I write it on your hoof then?"

The pegasus paused too. "O-okay." She gingerly offered her left hoof to him.

He scribbled something that was illegible while upside-down. He wrote with his talon; he was left-handed. Once finished, he proceeded to do supposedly the same thing on his paw.

Curving her hoof round awkwardly, Fluttershy saw the words: 'I am write-it-down-in-permanent-marker officially Discord's first and best friend.'

The draconequus paused after he wrote 'Fluttershy's best friend' on the back of his hand. Erasing those words with his magic, he replaced them with 'Fluttershy's friend.'

Possibly, some day he would be able to confidently say she considered him as one of her best friends, if he got lucky. But he knew she could never rank him above her other friends.

He would never be that great a friend, however badly he wanted to be.

Author's Notes:

Lol. To those of you who don't ship/hate/ship Spike/Rarity with someone else, I'll bet you related to Twilight so darn much in this chapter.