One morning, Spike woke up and was getting ready for school. After stepping outside his house, he went around a corner and spoke to himself.

"I think I'll take the shortcut today." he concentrated and his dragon wings emerged from his back. He flapped them a bit before taking off into the sky.

He flew across the sky on his way to school. He saw he was right above the school, "Approaching destination. Prepare for landing," he safely landed outside the school around a corner making sure nobody saw him touch down, "Man, I'm good."

"Yeah, for a newbie flyer." came a voice from behind.

Spike jumped, and spun around seeing Rainbow Dash, "Rainbow! Uh, how long were you here?"

"Before you even landed."

Spike looked around in worry, "Did anybody else see me?"

"Don't worry, it was just me." she assured him, and Spike sighed in relief, "But I don't blame ya for flying here. Ever since I got my wings I did the same. But just because you got wings now you shouldn't solely depend on them. Otherwise your legs might be so shot you can't stand so well."

"Speaking from experience?"

"Yeah. I still have my reputation as a pro athlete here. So I gotta keep my legs in perfect shape. Besides, Twilight did tell me there would be times my wings would become unusable."

"Ever been in a situation like that?" Spike inquired.

"Once. But that's for another time. We gotta classes to get too."

"Right, catch ya later." Spike said, as the two went to the building to get to class.

As Spike walked for class, the scene zoomed out revealing Nightmare Moon to be watching Spike through her crystal ball.

"I have to find a way to remove that dragon from the picture," she got up and started pacing while she thought. She suddenly stopped and smirked, "Ooh, I know just the way." she snickered.

Back at the school, Spike was in Phys Ed with his pals running laps, trying to get up front, "Come on suckers! If we can get up front think of how the ladies will feel." Snails began.

"Ladies love a guy who's athletic." Snips added, as he looked like he was sweating up a storm.

"You better hope you can finish the laps before you pass out." Spike warned Snips who continued to run regardless of how much he was pushing himself.

After running laps, the three were lying on the track field panting, "I think I worked off about ten pounds." Snips began.

"I have blisters on blisters." Snails panted.

Spike thought to himself, 'If you think this was exhausting, try going through the weekend training I put up with.'

After Phys Ed it was Lunch hour, and students were gathering in the cafeteria to enjoy their lunch. Spike and his boys were sitting down at their table.

"Oh, yeah this is exactly what I need." Snails said, as he took a bite out of his sandwich.

Spike enjoyed his lunch but was actually thinking about Twilight. He remembered that kiss she gave him last night, and started blushing from how good her lips felt against his.

"Hey, Spike!" Snips and Snails called, snapping him out of his thoughts.

"What? What is it?"

"You've been spacing out again. You thinking about Twilight Sparkle?" Snails asked.

"Why would you ask that?"

"Ever since that day you laid eyes on her, and she came to class to see you things have been looking suspicious between you two." Snips explained.

"Honestly, it's not what you think." Spike explained, only to suddenly get a hand placed on his shoulder.

"Afternoon, Spike."

Spike yelped before looking up and saw Twilight standing at his side, "Oh, Twilight. I didn't see you there. What's up?"

"I just wanted to tell you there will be no meeting after school today."

"There won't?"

"Nope. Some things came up, and I need to discuss it with the principal."

"Ok. Then I guess I'll see you around?"

"See you." Twilight smiled and walked off.

Spike looked back seeing the enraged looks on his pals faces, "Guys, please don't look at me that way." Spike screamed, as the two jumped in and proceeded to beat any hidden information out of him. Twilight looked back seeing Spike get interrogated and smiled, before continuing on.

After school, Spike walked outside the building and just when he was about to activate his wings, he remembered what Rainbow told him this morning, "Maybe I'll just walk." and with that he started walking home.

As he walked through the town he was passing by the local animal shelter, and looked in the window seeing Fluttershy taking care of some animals.

"Fluttershy?" he wondered, as he decided to pop in. Upon entering the place, he spoke up, "Hey, Fluttershy."

Fluttershy hearing her name, looked up and saw Spike, "Oh, Spike. What brings you here?"

"I was passing by and I saw you here in the window. So is this where you go to work?" he looked around.

"Well, it's volunteer work. I love taking care of the animals here, and am hoping to help find most of them a good home." she said, while petting the head of a puppy.

"Is it just you here?" Spike asked, as he picked a puppy up to hold.

"Just for today. But I don't mind it." Fluttershy answered.

"Well, I'm not doing anything right now. Anything I can help with?" he offered.

Fluttershy did a double take, "You really want to help?"

"Sure. After all we're friends, right?"

Fluttershy smiled, "Of course." and with that Fluttershy listed off some things she needed help with.

Spike assisted Fluttershy in cleaning out cages, feeding the animals, and brushing some of them. When all was done, the two were in the lounge taking a break. Fluttershy was having a bottle of water, and Spike was having a soda.

The boy spoke up, "Fluttershy?"

"Hm?"

"I was wondering, how did you become part of Twilight's circle of magic?"

Fluttershy hearing them ask it, knew he'd have to know how each of them became who they were today because of Twilight. She sighed, "Well, this was quite awhile ago when I was a freshman. I'm sure you've noticed I was quite a shy girl. All I had were my animals friends. And because of my shy nature a lot of others treated me like a doormat. I almost felt like I had no hope for living. But my mother always told me 'Have courage and be kind, Fluttershy. It will see you through all the trials life has to offer'."

Spike was astounded by her words, as she continued, "One day I was walking and I saw Twilight, Pinkie, and Rarity looking beaten up. I just caught them fighting a monster loose in the park. They defeated the monster, but Twilight had a few scrapes on her leg and arm. I overcame my fear of what just happened and bandaged her up. My act of kindness was what activated the element of kindness and bonded with me. And as you can see how much involved I've been with them since."

"That's a beautiful story." Spike said with a smile.

Fluttershy smiled, "Thank you. And if a shy girl like me can fit in with the rest of the girls I know you can as well."

"Thanks, Fluttershy. I really need that boost of confidence." the two smiled at each other.

"My pleasure, Spike."

Spike thought to himself, 'Fluttershy may be shy, but she's so nice and kind... And a hot rack to boot.' he slightly glanced down to get a good view of her bosomy rack.

Back at Nightmare Moon's lair, the dark Princess was waiting until a single shadow bolt entered, "You're back. Did you bring what I asked for?"

"All the way from Everfree, your majesty." he answered,as a few more shadow bolts entered while dragging in a manticore bound in chains. Though the creature struggled to get free, the dark pegasi kept their hold on it while dragging it over to Nightmare.

"Excellent," Nightmare said, as she approached the struggling creature, "You will do my bidding." she held out a hand creating a thorn infused with her magic and stuck it in the manticore's paw.

The manticore ceased its thrashing about and stood obedient, and its eyes started glowing with a dark hue.

"Yes. Good manticore," she patted its head, "Now I have a special job for you." the manticore growled.

Meanwhile, Spike and Fluttershy were walking, as the girl spoke, "Thanks for walking me home, Spike. I really do appreciate it."

"No problem. So, uh, you have any idea what matters Twilight had to discuss with Principal Celestia?"

"I'm afraid not. Whenever the Princess sees Twilight personally, it's for matters bigger than us."

"Bigger than us?" Spike asked in concerned.

Fluttershy knowing Spike started getting nervous spoke up, "But I'm sure it's nothing we need to be concerned about." she said hoping to calm Spike down.

Spike looked at her and decided to brush it off for her sake, "You're probably right."

They continued to walk as a pair of eyes glowed within a nearby bush while watching them. Fluttershy suddenly stopped, as Spike looked at her, "Something wrong?"

"Spike, we're not alone here."

"We're being watched?"

"Yes. Right over... there." Fluttershy motioned to a bush.

Suddenly jumping out from it was the manticore. The two were spooked, but Spike had to act fast, "Fluttershy, down!" he tackled her to the ground, as the manticore jumped over them.

They watched as the creature landed and turned to face them. Spike got up and spoke, "What the hell is that thing?!"

"It's a manticore," Fluttershy answered, "A beast that's part lion, scorpion, and bat. But this doesn't make sense, they're mostly native to the Everfree Forest in Equestria."

"Then how'd something like that get here?" Spike asked.

"I don't know."

The two saw the manticore was about to come at them again, "I know one thing's for sure, we need to power up."

Fluttershy nodded, as she activated her element of harmony and transformed, while Spike assumed his dragon form.

The manticore went on the attack trying to swipe a paw at them, but they jumped back. Spike spoke up, "All right, fur ball. I'm gonna toast you hot." he spat fire at the beast.

The beast took the fireballs, but shook it off and attacked Spike, as the dragon swatted its paws away with his claws.

"Spike, move!" Fluttershy called. Spike jumped away, as Fluttershy released a blast if wind at their enemy knocking it back into a tree.

When the creature got up, Spike spoke, "Man, that thing doesn't know when to quit."

"I don't think the two of us alone can take it down." Fluttershy feared.

"Then it's a good thing we're here." the two looked back and saw the rest of the girls all transformed and ready to fight.

"Are you two ok?" Twilight inquired.

"We're fine." Spike confirmed.

"All right. Let's hogtie this varmint!" Applejack said, as the group went into battle.

Twilight was blasting at the manticore with her magic, and the creature retaliated by swinging its scorpion tail at her.

"Twilight, look out!" Spike called, as he blew a fireball at the tail causing the manticore to miss.

"Thanks, Spike." she flew around, as Rainbow unleashed a thunder clap on the manticore and Pinkie launched ice shards at it.

As the group kept launching their attacks on the manticore, Fluttershy squinted her eyes at the creatures paw, and saw the thorn. She gasped and spoke, "Girls, restrain the manticore."

Rarity and Applejack nodded, as Rarity manipulated the earth and the ground swallowed up the manticore's back paws, while Applejack manipulated wood beams from the ground that pinned the creature down.

"Ok, now what?" Rarity asked.

Fluttershy approached the struggling manticore, while Spike was concerned, "Fluttershy, what're you doing?!"

Pinkie hushed him, "Don't worry, Spike. Fluttershy knows what she's doing."

"She does?"

Rainbow nodded, "When it comes to even the most ferocious beasts, Fluttershy knows what to do."

Fluttershy reached out to the growling manticore and touched its head causing it to become more docile. She lifted the paw up and saw the thorn, "Don't worry. I'll take care of that." she gripped the thorn and concentrated her element of harmony magic into it and pulled it out.

The manticore's eyes lost the dark hue and started calming down. The others noticed this and Twilight spoke, "That thorn was making him go crazy."

Fluttershy looked at the thorn and saw it dissolve into nothing. She then motioned Rarity and Applejack to release it. The two released the creature from their bindings and it got up and squinted at Fluttershy. Spike was concerned until he saw the creature lick Fluttershy happily.

The girl giggled, "You're very welcome. Now I'm sure you must be worried being far away from home," she pet its head. Twilight opened a magical portal, "Now run along and stay out of trouble." The manticore hurried and went through the portal before it closed.

The girls and Spike went over to Fluttershy, as they all became human again. Spike was the first to speak up, "Fluttershy that was amazing!"

"Oh, it was nothing." Fluttershy said sheepishly, while curling her hair with her finger.

"Oh, it was something, girl." Applejack replied.

"I'll say it was. You showed that manticore who was the boss." Rainbow said feeling proud.

"You did great, Fluttershy," Twilight began, "And you too, Spike."

"Thank you, Twilight." the two answered.

Fluttershy looked at Spike, "Spike, I wanna thank you for being here to fight at my side."

"Hey, no problem at all. If anyone needs me I'll be there for them." Spike answered, and suddenly received a big hug from Fluttershy.

"I know you will." she answered, as she embraced him.

Spike thought as Fluttershy continued to hug him, 'Oh, man. Getting this close to Fluttershy jumbo knockers feels so amazing. Now if only she didn't have a shirt.'

The girls watched feeling surprised at Fluttershy's boldness, while Twilight couldn't help but look jealous.

Meanwhile at Nightmare's lair, Nightmare Moon had received word of what happened. She growled, "If those girls and that dragon think that this is over then they're sadly mistaken!"

Back with Spike and Fluttershy, the boy had just finished walking the girl home, "Well, this is where I live." Fluttershy said, as they stood outside her house.

"So it is." Spike answered, "So, I'll see you tomorrow?"

"Oh, yes." she confirmed.

"Then I guess I better go." Spike said, as he was about to leave, only for Fluttershy to pull him back.

"Spike?"

"Yeah?" Spike asked, taken aback by her tug on his arm.

The girl smiled, "Thanks for helping me today, both times." she leaned in and pecked his cheek.

Spike stood in place stunned, as Fluttershy went inside. Spike felt his cheek and a grin formed across his face, "I'm good." he took off skipping home like a merry school boy, not caring how disturbing it looked.