Max ran down the cobblestone path as fast as his restrictive suit would let him―which wasn't very fast―trying his best to keep up with the giddy pegasus that was gliding ahead of him. His mind was buzzing with questions that needed answers, but Lightning was determined to reach their destination as soon as possible.

“Light... Lightning!” Max wheezed between small gasps for air, still clutching onto the bouquet of roses. “Hold on a second!”

“Come on, slow poke, we gotta hurry!” Lightning shouted excitedly, ignoring Max's pleas as she followed the trail of glowing lanterns that lead to The Blue Ribbon Inn.

“Can’t we... talk first?!” Max asked, still struggling to keep up with the excitable mare without ripping his pristine attire in the process.

“We got all night to talk, dumbass! That’s what dates are for!” Lightning replied as she landed on the path in front of him, then continued to canter towards their destination. She was careful to avoid the snow and mud, stepping on the dry cobblestones so her dress wouldn't get dirty.

Max finally caught up with Lightning, then proceeded to jog next to her as she practically skipped towards the inn. She seemed so eager to be going on this date with him, which confused him even more. She had never given him any hints or signs that she was interested in him before today, and he could have sworn that she was... batting for the other team, so what was the deal?

“We're almost there, come on!” Lightning said eagerly before breaking into an eager gallop once the inn came into view. “Moonshine told us to meet her in the back.”

“In the back?” Max questioned, jogging a little faster to keep up with her. “Why can't we go in the front?”

“You’ll see,” Lightning said with a sly smirk as she rounded the corner of the inn.

Sure enough, Moonshine was standing outside, next to what looked like a cellar door. Her horn glowed brightly with magic, casting a small spell that illuminated the area around her which helped her to see into the night as she worriedly searched for... something.

‘Was she just standing out here... waiting for us?” Max wondered as he slowed his pace.

“Moonie!” Lightning called excitedly, galloping faster as she approached the barmaid.

Moonshine jerked her head towards the sound of Lightning's voice, then let out a soft sigh of relief. “There you two are!” she said, running up to meet Lightning with a warm hug. “I was worried you wouldn’t make it.”

Lightning didn't hesitate to embrace her lifelong friend. “I know, I'm sorry we’re so late.”

Moonshine took a step back and held Lightning out in front of her so she could get a better look at the young mare. “You look beautiful!”

Lightning furrowed her brow and tried to look tough, but it was hard to pull off with the smile and warm blush on her face. “Y-yeah, well you know...”

“The dress really suits you, and your mane always looks so nice when you brush it out,” Moonshine continued, letting go of Lightning before taking another step back. “And that eyeliner really helps to bring out those bright eyes of yours. You really should dress up more!”

Lightning grimaced at that idea. “Yeah, not a chance. It took me over two hours just to get my mane to stay straight! I mean it's nice to get all dolled up every once in awhile, but I couldn’t do this everyday. This is just for a...” she paused, then looked back to Max, giving him a playful wink before continuing, “...special occasion.”

Moonshine looked over to Max as well, causing him to blush now that both mares were eyeing him.

“Oh my,” Moonshine said in a sultry voice, gazing up at Max though half-lidded eyes. “And don’t we look handsome tonight.”

Max smiled, feeling a small boost in confidence from the simple complement. He knew she was just being nice, but Moonshine wasn’t one to say things without some truth behind her statements. Plus, it was rare for him to get comments like that, so he took what he could get.

“Thank you, Moonshine,” Max said confidently, running a hand through his hair, trying to put it back to the way it was before Lightning got to it. “I’m glad you think so. Although, I might have looked even better if somepony hadn’t messed up my hair before we got here,” he ended with an accusing glare directed towards Lightning, to which she replied by playfully sticking her tongue out at him.

“Trust me. You look a hundred times better now than, umm...” Lightning paused, tapping a hoof to her chin as she tried to find the right words. “Whatever it was you were trying to do with your hair before.”

Moonshine giggled softly, then leaned towards Lightning before whispering something into her ear that Max could barely make out.

“You know it!” Lightning shouted triumphantly, giving Moonshine a victorious hoof-bump.

“What?” Max asked, looking between the two smirking mares. From what he overheard, it sounded like Moonshine said something about a bed and a long night of doing something or other. “What did she say?”

“Inside joke, hun,” Moonshine said, waving a dismissive hoof at him before facing Lightning again. “So, what took you two so long? I was about to head back inside to help take care of the other customers.”

“I know, I know, but we got a little sidetracked,” Lightning said before placing her hoof next to her lips, then leaned towards Moonshine as if she was about to tell a secret. “Plus, you know how stallions are,” she whispered loud enough so Max could hear. “They always have to make sure their manes are perfect before they leave the house, then they have to stop and talk about everything!”

“Hey!” Max shouted defensively, pointing an accusing finger in Lightning's direction. “You were the one that was late picking me up! And you just said it took you two hours to do your mane! It only took me an hour to do mine!”

Lightning rolled her eyes in response. “Stallions, amirite?”

Moonshine smirked with an understanding nod. “You can’t live with them, and you can’t live without them.”

“You said it, sister,” Lightning agreed.

Max tisked, deadpanning. “This is hardly fair. I’m outnumbered.”

“Oh, don’t be such a foal,” Lightning teased, bumping her flank against his side. “We’re just messing with ya.”

Moonshine nodded in confirmation, while Max just shook his head.

“Well, I'm happy you both made it,” Moonshine said. “You two are one of my favorite couples that come by The Blue Ribbon Inn. I was so excited when you decided to have your one year anniversary here of all places! I know we aren’t the most fancy establishment in Equestria, but it's an honor that you would choose us!”

‘C... couple?’ Max questioned in his mind, wondering why Moonshine would label them as such. They were good friends, sure, but definitely not a couple... were they? No, they weren't. ‘And what does she mean by one year anniversary? Like... a dating anniversary?’

“We love the inn!” Lightning replied, answering for Max. “You know how often we come by for drinks and good company. We really couldn’t imagine celebrating anywhere else!”

“Yeah, but we’re not a couple,” Max added somewhat awkwardly, trying to correct Moonshine’s earlier statement. “And this will be our first date together.”

Moonshine looked up to Max with a puzzled expression. After a short moment of awkward silence, she burst into a small fit of laughter which Lightning soon joined in on.

“Now what’s so funny?” Max asked in confusion.

“You sure know how to pick them,” Moonshine said to Lightning, being the first to collect herself.

Lightning flew up in a flash and wrapped her forelegs around Max’s neck. Before he could even react, she nuzzled him lovingly, pressing her cheek against his. “That’s my boobear!” she said cheerfully before floating back down to the ground. “He always knows how to make me smile.”

“Boo.... bear?” Max muttered in quiet confusion, touching the cheek that Lightning had rubbed herself against. She had never called him... that before.

“He’s a keeper!” Moonshine added with a cheeky grin. “Well, I’m glad you both made it, but we really should hurry. I need to get back to work soon.” With that, she turned and walked towards the inn. “Just follow me and I’ll take you to your, umm... special table!”

Lightning was about to follow Moonshine, but stopped once Max placed his hand on her back. She looked up to him with a bright, beaming smile, but frowned once she noticed the serious look on his face. “What’s the matter, boo?”

“You mind telling me what this is all about?” Max asked in a somewhat annoyed whisper, ignoring the boo comment.

Lightning looked over to Moonshine who was nearing the inn then back towards Max. “All what about?” she asked innocently, looking up at him with big, bright, adorable eyes.

“Why does Moonshine think we’re a couple that have been dating for a year?!” Max asked harshly, feeling frustrated with how out of the loop he felt. If this was all just some kind of joke they were both playing on him, it wasn’t a very amusing one.

“Come on now. You mean you really can’t see it?” Lightning asked, sounding baffled.

“See what?”

“Geez, you really are dumb,” Lightning mutter softly. “Is it really that hard to see why Moonie would call us a couple?”

Max just gave her a puzzled look.

“Just think about it for a second,” Lightning continued. “Think of how much time we actually spend together and how close we’ve been. I mean, we’re pretty much a couple already!”

“No we―” Max cut himself off, his eyes widening as he slowly but surely started to process what Lightning was saying. “Wait... we are?”

“Come on you two,” Moonshine called out to them while using her magic to hold open the cellar door. “I really do have to get back to work and make sure the kitchen hasn't caught on fire yet!”

“Coming!” Lightning shouted before taking flight, then faced Max again. “Listen, I know that big empty head of yours is working really hard right now,” she said while gently patting his head with her hoof as if trying to comfort a small child, “but we’ll talk more inside, I promise; so don’t worry, okay? Now quit being a butt and come on!” With that, she turned and glided towards Moonshine.

“We’ve been a couple... this whole time?” Max muttered in disbelief. He stood there in confused silence as he stared down at the bouquet of roses still in his hand. ‘But, she's never showed any interest in me before... has she? No, she couldn't have... she doesn’t even like stalli―’ He cut his thoughts off and shook his head to clear his mind. He had many questions, but he knew the faster they got this date started then the sooner he would get his answers. Not wanting to keep his date waiting any longer, he hurried and ran towards the inn, catching up with Lightning and Moonshine.

“Follow me, please,” Moonshine said, then proceeded to walk into the cellar. Once everypony and everyone was inside, she used her magic to shut and lock the door behind them, then continued down a long aisle filled with rows of wooden barrels stacked on top of each other. “This way, you two love-birds.”

As Max and Lightning followed Moonshine deeper into the cellar, the familiar aroma of old pine wood mixed with the pleasant scent of home cooking filled Max's nostrils. It smelled like the inn normally did, but the faint hint of yeast in the air got his attention and set off a few alarm bells off in his mind. He took in his surroundings, scanning the barrels around him in hopes that his suspicions might be correct. Sure enough―much to his excitement―each barrel was labeled as either wine, cider, or ale. “Is... is this where―”

“Yep!” Moonshine chirped happily before Max could finish his sentence. “This is where I store all the alcohol for the inn.”

“And you’re just leading us down here?!” Max asked in amazement, knowing from experience that Moonshine didn't like anypony else seeing where she kept her secret supply.

Moonshine nodded. “I’m willing to make an exception for you two, but...” she paused, stopping in the middle of the alleyway before quickly turning to give Max a serious look, “just make sure you keep your hooves and your hands to yourself, and don't tell anypony I letcha down here! Got it?”

Max nodded quickly, then made a zipper motion with his hands crossed his lips.

“Good,” Moonshine said with a firm nod before continuing to walk down the aisle. “Just follow those rules and everything will be fine. Maybe, if you're good, I can give ya the full tour. I know I got a few older ales and wines from the griffin kingdom down here that I think you might like to see.”

“That would be awesome!” Max shouted as the overly-excited ale connoisseur in him jumped for joy. “I’d love to see what you have!”

“See, I told you he was a dork,” Lightning whispered softly to Moonshine which Max could barely hear. “He lives for this shit.”

“You were right,” Moonshine whispered back, smirking at Lightning as they walked side by side. They both giggled softly then bumped hooves, which Max found odd.

“Perhaps I can give ya the tour later tonight. Aaaaaaand...” Moonshine started to say in a happy sing-song voice, stopping at the end of the long aisle. “If ya like that, then you’re going to looove this!” She turned to her left, facing what looked like a simple wooden door. Her horn glowed briefly, causing a bright flash to illuminate the whole room with a loud popping sound that echoed into the cellar. She then placed a hoof on the door and gently pushed it aside, letting it slowly swing open.

The strong fragrance of baking bread and grape nuts filled Max’s nostrils as he approached and peered inside. His eyes instantly widened once he saw what awaited them.

Directly in the center of the room was a small, circular table that could comfortably fit four, but only had two white chairs placed on opposite ends. The table itself was covered in a silky white cloth that draped down and barely brushed against the floor. A fancy red sash laid across its surface, along with a white vase on top, which held all different kinds of beautiful blue and red flowers. Two long candles stuck out of the flowers, completing the set and painting a very romantic scene.

But that wasn’t what caught Max’s eye.

A series of gigantic, golden, pear-shaped vats lined the back wall, gleaming in the torchlight of the room. Max instantly recognized the industrial-sized kettles, knowing they were used to boil mass quantities of ale, but these weren’t like anything had ever seen before. These huge, metal vats were‒much to his added surprise and wonderment‒floating in the air! Each one slowly bobbed up and down above a small fire pit that lay only a few feet beneath them.

On the left side of the room was a workbench littered with empty glass bottles, corks, and a few other tools for stirring and measuring temperatures. The rest of the room was filled with empty barrels and a bunch of boxes holding different kinds of grains and dried hops, but that wasn’t any less exciting to see.

Max’s curiosity peaked as he looked around the brewery, mouth agape and eyes widened with child-like glee. He couldn’t believe where he was. Not only was Moonshine letting him see her collection of home-brewed ale, but he was now standing in the very place where she made it all! Being the collector of ale that he was, he understood the simple basics of what it took to make alcoholic beverages, but not enough to know what half of the stuff in this room did. He might have been able to guess, but he wanted to know! He wanted to ask why the vats were floating, or what all the tools on that table were used for, or why‒

“Pretty impressive, huh?” Moonshine asked with a cocky grin, snapping Max out of his awestruck stupor.

“It’s unreal!” Max shouted. “It’s a lot bigger than I thought it would be!”

“Yeah, well, I kind of had to build a larger brewery just so I could fill all the orders I was getting,” Moonshine explained as she walked into the room. “I make ale for more than just The Blue Ribbon Inn, so I’m constantly making the stuff and shipping it to other parts of Equestria.”

“I know you said that ponies come from all over to try your ale, but I had know idea that you shipped it around as well,” Max said, his eyes continuing to scan the room like a child in a toy store. “I just can’t believe you’re letting us in here...”

“Well, you got your pretty marefriend over there to thank for that,” Moonshine admitted with a grin.

“Marefriend? I don’t have a...” Max mutter in confusion, but paused once it dawned on him what Moonshine meant. He quickly turned his head towards Lightning who was smirking up at him. Without skipping a beat, she gestured with her hoof and blew him a kiss, punctuating it with a wink.

Moonshine giggled at them, then pulled out both of the chairs with her magic. “Just have a seat here you two! You will be dining here tonight and I’ll be serving you.”

“Whoa, really!?” Max asked in delighted surprise, having been too busy gawking at everything in the room to notice that the table was meant for them. “We can just eat down here!?”

“Yep!” Lightning quickly answered, pushing on Max’s back as she flew forwards, directing him towards the table. “Now, come on! Let’s sit down already! I’m starving!”

“Okay, okay, geez,” Max said, letting Lightning push him towards his seat, then sat down at the table.

Lightning took her tacky winter scarf off and placed it over the back on her chair before taking her seat.

“Alright you two,” Moonshine said as she used her magic to quickly push both of them in, then started to make her way out of the room. “I really do have to get going, but your food should be ready soon, so just relax and enjoy yourselves!”

“Wait, but we didn’t even―” Before max could finish, Moonshine dashed out of the room and shut the door behind her. “...order.”

“Don’t worry,” Lightning said, grabbing Max’s attention. “I already took care of that.”

“You ordered our food already?”

“Mm-hmm,” Lightning replied in a happy hum, smiling at him with half-lidded eyes. “So...” she started to say, propping her head up with her forelegs as she leaning over the table. “It’s just you and me now, stud.”

“Right...” Max said cautiously, relaxing in his chair as he wondered what had gotten into Lightning. She just kept looking at him with those... hungry eyes. He was used to her flirting, but it felt different somehow, like she actually meant it. Perhaps she always meant it, but he simply didn't notice until now.

“So, handsome,” Lightning cooed softly, breaking Max out of his thoughts as she pointed to the flowers in his hand. “Are those roses for me?”

Max looked down to the bouquet of flowers he was still holding, having almost forgotten that he even had them. “Oh, right... I, umm... yeah, I guess they are.”

Lightning suddenly squealed in delight, clapping her hooves together in giddy excitement, causing Max to raise an eyebrow at her. She quickly stretched her forelegs out over the table and made a very childish ‘gimme’ motion with her hooves.

Max gave Lightning an odd look, having never seen her so excited for something so mundane and girly. In fact, he had never seen any mare that excited to receive simple flowers. With a shrug, he handed her the bouquet which she quickly snatched up and pressed to her chest, then nuzzled her head into the roses.

“Wow...” Max said in amazement, having never really seen this side of Lightning before, but he couldn’t help but smile at her antics. It was a good thing he got her the thornless kind. “You like them that much? They’re just flowers.”

“I know,” Lightning said ecstatically, pressing her head farther into the cluster of red petals before taking in a deep breath through her nose, then let it out slowly. “I’ve never been given flowers on a date before! It’s so cliché and dorky, and I love it!”

“Oh?” Max replied, chuckling softly. “I just never took you for the kind of mare that would enjoy something so, umm, feminine.”

“Yeah, well...” Lightning started to say somewhat awkwardly, the blush on her cheeks helping her to blend in with the roses as she nuzzled herself into them farther. “I like getting flowers, so starting today you should get me flowers all the time.”

“Yeah, ah, sure,” Max said somewhat awkwardly, still confused about this whole ‘dating his best friend’ thing. Not sure how to continue the conversation, he started to look around again, admiring everything inside the brewery as he tried to think of what to say next. He had so many questions, but couldn’t figure out what to start with. “So, uhh... this was all your idea, huh?”

“Yep!” Lightning chirped, placing the bouquet of roses down on the table. “I knew this would be a perfect place to have our date. You never shut up about all that ale stuff you like so much, so I figure you'd love to be in the middle of where it was all made.”

“Yeah...” Max muttered, not sure what else to really say. He took a moment to look around the brewery a little more before facing Lightning again.

“I was right, wasn’t I?” Lightning boasted with a cocky smirk.

“It’s very thoughtful of you... surprisingly thoughtful, and I do like it, but... umm...” Max started to ask, but hesitated as he fidgeted with his hand on the table, trying to find the best way to word his question, or rather his questions.

“Yes?” Lightning asked with an innocent smile.

Max sighed knowing there really wasn’t a good way to put all his questions into one. “I guess I should just start by asking... why?”

“Why what?” Lightning asked, keeping up her innocent act. It was obvious she was just having fun with him at this point.

“Come on Lightning, you know what I mean.” Max groaned softly and shook his head. “Look... Why are you doing this? Why did you get all dolled up and go so far out of your way to take me out on a date?”

“Let’s see... how can I explain this in a way you can understand...” Lightning said as she leaned back in her chair, tapping a hoof to her chin in thought. “Well, Max, you see, when a stallion and a mare love each other very much―”

“Lightning!” Max groaned in frustration, rubbing the bridge of his nose with his thumb and index finger. “Please, just tell me what this is really about. Are you just messing with me or something?”

“You really think I would do something like that?” Lightning asked sadly, making a sarcastic pouty face. “Honestly, I’m offended that you would accuse me of such a horrible thing.”

“Well, no, I didn’t mean it like that, it’s just...” Max started to say, but hesitated, rubbing the back of his neck with his hand. “Okay, so... If you’re not messing with me, then you’re... actually interested in dating me?”

“You make it sound like that's a surprising thing.”

“Because it is!” Max shouted, throwing his hands into the air.

Lightning cocked her head to the side cutely, letting a few strands of her brushed out mane fall in front of her eyes. “How so?”

“Well, you’re... I mean, aren't you... but, you're not... I thought you didn’t...”

Lightning bit her lip, trying hard not to laugh at Max’s ramblings. “Just spit it out, dude!”

“You’re gay!” Max shouted suddenly.

Lightning snorted loudly, trying to hold back her laughter and the smile on her lips. “What makes you say that?!”

“Are you kidding me!?” Max half-shouted, finding it hard to believe that Lightning wasn’t messing with him right now. “We’ve spent literally hours together talking about nothing but... mare butts!”

“Well, yeah. I figured you didn’t swing the other way, so I never talked about all the good looking stallions I liked,” Lightning replied casually. “I mean, if you really want, we can talk more about some hot, sweaty, stallion cocks.”

“W-well, no, I-I mean we can if you really want, but I don’t...” Max replied with a slight blush, but groaned at his own awkwardness, seeing he was getting off track. “I mean... I just don’t understand. You have a whole stack of Playcolt’s in your apartment!”

“Yeah, and if you looked a little harder you’d see the much larger pile of Playfilly’s I have,” Lightning replied, with a smirk. “I can show you those later. I got some good ones with Soarin’ in them that I really like.”

“Wait... so...” Max said as everything started to fall into place. “Are you saying that you’re... bisexual?!”

Lightning stuck her tongue out and scrunched her muzzle up, doing her best to not laugh and failing miserably. Unable to contain herself, she burst into a fit of laugher, leaning back in her chair while holding her stomach with her hooves. She eventually calmed herself by taking in a few quick breaths, then looked back to a very confused Max. “I’m sorry... I didn't mean to laugh,” she said, wiping away a happy tear from her eye. “I just can't believe it took you this long to figure that out.”

“I... I can’t believe this,” Max said, putting his head into his hands as he processed all this new information. What made things worse was that the more he thought about Lightning’s sexuality and how she acted, the clearer and more obvious it became, causing him to feel extremely stupid. “This whole time... This whole time you’ve been bi!?”

“Mm-hmm,” Lightning replied happily, then waved her hoof left and right as she listed off, “pussies, cocks, teats, balls; it's all good in my book!”

“And now you’re here... with me...” Max muttered softly, taking his head out of his hands before continuing, “on a real date...”

“Pretty crazy, I know,” Lightning teased. “To think, a mare as sexy as me likes you enough to want to date you!? I mean, a ten dating a six!? It’s practically unheard of!”

“Hey!” Max shouted defensively. “I’m more than a six! I’m at least a solid eight! Eight and a half at most!”

Lightning laughed loudly at that. “Yeah, sure. Whatever you say, stud.”

“Well...” Max started to say, scratching the back of his head. “I guess that leads into my next question.”

“And what’s that, boobear?” Lightning asked sweetly, using her forelegs to prop her head up as she leaned over the table again.

“You’re a beautiful mare, Lightning, and you could get anypony you wanted. So, if you’re serious about this, then... why me?”

“Well...” Lightning started to explain, looking down and away from him as a faint blush appeared on her cheeks. “I know I tease you a lot, but honestly Max, you’re not so bad on the eyes... You know, when you squint really hard.”

“Ha-ha,” Max said sarcastically with a deadpan scowl. “Funny.”

Lightning giggled at Max’s reaction, then sighed softly before looking towards him again. “Seriously, though... I actually do find you attractive. You’re not a pony, sure, and you're completely different than anything I’ve ever seen in Equestria, but there’s something about that that I find... charming.”

“Charming?” Max questioned, giving Lightning an odd look. “Well, I guess that's good. I’ll take it!”

Lightning smiled sweetly at him, but her happy expression soon faded into a more worried one as she looked away again. She didn’t say anything for a moment, staring at the empty plate in front of her. “I do like you a lot, but it's... more than that.”

“More?” Max questioned. “What do you mean?”

Lightning took a deep breath and was about to reply, but the sound of the door opening interrupted her.

“Alright you two, I hope you’re both done making out!” Moonshine teased cheerfully as she trotted into the room. “Your food is here!”

Max was about to make a comment about Moonshine’s rude insinuation, but stopped once he saw all the food that she was carrying in.

Floating within Moonshine's magical aura were two large trays carrying enough food to feed at least four other ponies and a bottle of what seemed to be one of her own home-brewed ales. On one tray, Max could see two bowls of the inn’s famous veggie salads and two sizable plates holding a mountain of grilled vegetables on top of them. There was also a small basket in the center, filled with freshly baked sourdough bread rolls, as well as a slightly larger basket filled to the brim with fried onion rings. The other tray held a big heaping plate of hay fries and a big bowl of apples, pears, and oranges that were all peeled or cut in half. Next to the fruits was something that he instantly recognized as one of his all time favorite meals: one large pepper, stuffed with chopped sweet onions and black beans with a side of spiced potatoes.

“Thank Celestia!” Lightning said with a relieved sigh, rubbing her stomach with a hoof. “I was getting so hungry.”

Moonshine placed all the food in the center of table, but she gave Lightning the plate of hay fries and one of the salads, then gave Max the other salad along with the stuffed pepper. She also floated over a single fork just for him to use, placing it down next to his plate.

The smell of the stuffed pepper mixed with the spiced potatoes filled Max’s nostrils, causing his mouth to water. It took all of his willpower to not dive in right away, but one thought kept crossing his mind as he looked over the impressive feast...

Who was going to pay for all this?

“How much is all this going to cost us?” Max asked worriedly.

“Don’t worry,” Lightning said, grabbing Max’s attention. “I got this covered. It’s all on me, babe.”

“What, really?” Max asked in amazement puzzlement. He had known Lightning for long enough to know that she would never just pay for a whole meal out of the blue like that. She would much rather not pay at all, or split the bill, so there had to be some kind of catch. “You're seriously just going to pay for all of this? No splitting the bill or anything like that?”

“Mm-hmm,” Lightning said with a wink. “My treat.”

“But...” Max started to protest, looking over the table again as Moonshine opened their bottle of ale. “This is so much... did you really need to order all of this food?”

Lightning shrugged while Moonshine filled both their glasses. “It’s a special night. Besides, we can always take the leftovers home.”

“You know,” Moonshine whispered sweetly to Max, grabbing his attention as she set the half-full bottle of ale down next to him, letting him see the label. “You’re a lucky stallion to have somepony like her in your life. She’s a good mare.” With that she turned and started to head out of the room again. “Have fun you two, and try not to make too big of a mess in here please.”

Once Moonshine shut the door behind her, Max looked back to the bottle of ale in front of him, instantly recognizing it as one of his all time favorite brews from the inn... and one of the more expensive ones. It surprised him that Lightning actually remembered the kind of ale he enjoyed the most, let alone buy it. She was really going all out with this whole date thing and it made him feel strange, to say the least. Normally he was always the one to treat the mares he took out, but now he was the one being treated. It was odd, but if he was being completely honest, it was kind of nice to feel like he actually mattered for once.

“I can’t wait any longer, I haven’t eaten all day!” Lightning said suddenly before stuffing her face with her hay fries, then quickly chased it down with some of the ale. She let out a loud relieved sigh, then relaxed into her seat. “Sweet, Celestia. That really hits the spot.”

Max gave Lightning a curious look as he watched her go in for a second gulp of her drink, causing him to chuckle softly.

“What?” Lightning said, lowering her glass down. “What’s so funny?”

“So, you like ale now?” Max asked curiously.

“Meh, it’s not so bad once you get used to it,” Lightning admitted with a shrug before going in for another sip. “It’s still for sissies, but it’s got a nice flavor to it, and enough alcohol to keep me at least a little buzzed.”

Max chuckled again and shook his head before taking a swig of his own beverage.

“Plus... I’m going to need this if I’m going to explain things to you,” Lightning added in a more somber tone, causing Max to lower his drink.

“What do you mean?” Max asked, giving Lightning a worried look.

Lightning didn’t say anything for a moment, staring down at her drink before finishing off what remained in one large gulp. She let out a soft sigh before setting her glass down on the table, then looked back towards Max.

“Before we go any farther with this whole date thing...” Lightnings started to say, the nervousness apparent in her voice. “I should tell you about something... something that happened to me in the past... It’s something that I have trouble talking about, but I feel like it needs to be said... It's... very important that you know the truth.”

Max instantly knew exactly what she was referring to. “So... are you finally going to tell me what happened to you at the academy?”

Lightning simply nodded, forcing a soft smile that quickly faded. She closed her eyes and got herself a little more comfortable before taking a few short, relaxing breaths. “Where do I even start?” she muttered softly, opening her eyes again but keeping them focused on her plate of hay fries. “I guess I should just start from the beginning.”

“That might be best,” Max said, giving Lightning his full attention.

Lightning remained silent as she brought a single fry to her mouth and chewed it slowly. Once she was ready, she swallowed and looked up towards Max. “I’ve... always had a... passion for flying, but I think you know that by now.”

“I think it's more of an obsession, really,” Max teased lightly, hoping to lift Lightnings spirits a little. It was strange to see her so down all of a sudden when she was normally such a happy and carefree kind of mare.

“That’s not far from the truth...” Lightning said with a weak smile, but her expression soon melted back into an almost worried frown. “You see... I’ve always loved taking to the skies just like my mother, and I’ve... always made it my goal to do something great with my skill.”

Max’s curiosity peaked when Lightning mentioned her mother, but he knew better then to ask about her from his past experiences. “So, I’m guessing that’s why you joined the academy?”

“That among other things,” Lightning admitted softly but didn’t elaborate as she mindlessly pushed around a fry on her plate before continuing. “But more to the point... Back then, I wanted to be the best and make something of myself, you know? I wanted to do something I could be proud of. Nothing else mattered, so... I applied to join the Wonderbolts and worked my flank off to get into their ranks.”

Max remembered a certain somepony back in Ponyville that had a similar aspiration. It turned out pretty well for her. “Did something happen when you tried to apply?”

“Not when I applied, no... It was after...” Lightning admitted dejectedly, closing her eyes. “I aced every test they threw at me and beat everypony's record there. I was even given a leadership role based on my high performance, but...” she scowled as she trailed off and opened her eyes. She mindlessly scanned the room, looking at nothing in particular as she glanced over the large, floating vats in the back and various boxes that were scattered around. “I was just a... fucking dumb foal back then...”

Max furrowed his brow in concern. He had never heard Lightning talk down to herself before and it worried him. He knew this was a sensitive topic for her, but he had to try another attempt to bring her out of her gloomy mood. “So what did you do?” he asked with a slight smirk, trying to keep his own mood positive for her. “Did you sleep with the wrong lieutenant or something?”

Lightning’s scowl quickly turned into a wide, happy grin. “Don’t make me laugh, fucker!” she said letting a small giggle escape her before placing a hoof over her lips. “This is serious!”

“Okay, okay, I’m sorry,” Max said with his own smile. “I just don’t like seeing you so gloomy. It freaks me out.”

“And that's why I like keeping you around. You know how to cheer me up, ” Lightning teased before her happy expression slowly faded into a more somber one. “But... This is kind of a big deal for me... It’s... not one of my higher moments in life...”

“I understand, I’ll be good,” Max said as he picked up his fork and pushed around one of the spiced potatoes on his plate. “So then... what makes you think you were an idiotic foal?”

“I don’t think... I know,” Lightning corrected, then sighed tiredly. “I was so wrapped up in being the cool hot shot that I forgot one of the most important thing about being a Wonderbolt.”

“What's that?”

“Teamwork,” Lightning said, then groaned sadly, putting her hooves on the side of her head before clenching her eyes shut as she recalled the painful memory. “I was so... so immature and stupid back then! I was willing to endanger others just so I could... be the best.”

Lightning shook her head in disappointment before placing her hooves in her lap, then sniffled before continuing, “I just... left my teammates behind and didn’t care about anypony else but myself...” Her words became increasingly softer as she spoke, causing Max to lean in closer just so he could hear. “I... I-I almost got innocent ponies... k-killed...”

“Killed?” Max questioned in shock. “What do you mean? What happened?”

Lightning looked away and didn’t say anything for a while as she nervously rubbed her foreleg with her hoof.

Max had never seen Lightning so... not-Lightning before. It was really starting to scare him. For the first time ever, she seemed to have no confidence, but he stayed silent until she was ready to talk again.

“Before I tell you...” Lightning started to say, looking up to Max with hopeful eyes. “Promise me that... that you won't hate me after.”

“Lightning...” Max deadpanned with a serious glare. “You know I won't, now please, just tell me.”

“I know, I just... had to ask,” Lightning admitted softly, then picked up her empty glass and held it out over the table, giving it a light shake. “It just makes me feel better to hear you say it.”

Knowing what Lightning wanted, Max refilled her glass with the ale which she quickly drank as soon as it was full.

With a loud sigh, Lightning set her glass down, then relaxed back into her seat again before continuing, “Back at the academy... they would give us small training exercises to test our skills and knowledge. One day, we were divided into teams of two and told to clear the skies as fast as we could. So... being the cocky asshole I was...” she spat angrily at herself, causing Max to frown even more. “I had the bright idea to create a tornado that would clear the skies in seconds... It’s only after I got kicked out of the academy that I realized how bad of an idea that was... My partner even tried to warn me about it, but... I just ignored her.”

Max knew Lightning had powerful wings, but he had never seen her create an actual tornado! He would have loved to see something like that, but now wasn’t the time. “So...” he started to ask awkwardly, rubbing the back of his neck. “I’m guessing the tornado idea backfired?”

“Yeah... you can say that...” Lightning admitted with a hint of venom in her voice. “We cleared the skies just as I planned, but... it quickly spun out of control and... a lot of innocent ponies got swept up in it.” Her eyes started to water again, but before Max could really notice, she groaned loudly and placed her head in her hooves. “If my teammate hadn’t reacted as fast as she did... somepony could have gotten hurt or... or worse... I’ll never forgive myself for what happened that day... I-if my mother was sti―”

Lightning stopped herself and went silent for a moment, before laughing weakly. She sniffled a few times, then rubbed away some of the tears that formed around her eyes. “Jeez,” she said with a soft giggle as she lifted her head up again, smiling softly. “I’m a wreck... This was a lot harder to talk about than I thought.”

Max watched Lightning force herself to smile, causing him to fear for his friend even more. Having known her for as long as he had, he knew that she never let her weakness show around others, but it was clear that she needed to let her emotions out. He was about to tell her that she didn’t need to keep up her tough facade around him and it was okay to just let everything out, but she spoke up before he could.

“Do you... hate me now?” Lightning asked sadly, not daring to look up at Max directly.

“What? Of course not!” Max half-shouted. “Is that why you were so afraid to tell me about all this? You thought I would hate you for a mistake?”

Lightning simply nodded, still not daring to look up at him.

“Lightning... Look at me.”

Lightning did as he requested, looking up with worried eyes, but kept her forced smile.

“It was just an innocent mistake, Dusty...” Max said, using her nickname in hopes that it would help her understand that he didn’t think any less of her. “I’m sure if you were thinking with a clear head, then you wouldn’t have done any of that. I mean, we were all young and stupid once. We all do stupid shit from time to time, and in the end, nopony got hurt... right?”

Lightning finally started to smile like she normally did, much to Max’s relief. “Yeah... I guess you have a point...” she said, taking in a deep breath before letting it out slowly. “Wow, it feels really good to finally get that off my chest.”

Max was happy to see that Lightning seemed to be back to her normal self, but he knew she was still keeping her true feelings locked away. He felt like she still needed to let things out, but he didn’t want to push it. Plus, that might be a better topic for a more private setting.

“So... was that all that happened?” Max asked, finally taking a bite of his food. “You made some stupid choices and almost got some ponies hurt at the academy?”

“Yeah...” Lightning replied almost sadly, but still kept her genuine smile. “Pretty stupid, right?”

“Well,” Max started to tease with a wide grin, taking a bit of his stuffed pepper and washing it down with some ale. “I think you’ll be relieved to know that I only hate you about, umm... five percent more than I already did after that story,”

“Don’t make me come over there and beat you,” Lightning threatened playfully, holding out a balled-up hoof as she tried to hide her smirk. “You know I will!”

Max chuckled and rubbed his bicep where a phantom pain from past punches started to appear. “Yeah... I know you will,” he said before putting on a more friendly and warm expression. “But, seriously Lightning. I’m really glad you finally told me and I don’t hate you for what happened and you shouldn’t hate yourself. It was an honest mistake and I can understand why you did it. I just wouldn’t let something like that haunt you for the rest of your life. Just learn from the mistake and let the past be the past.”

“You’re right. I know you are,” Lightning admitted, then looked down to the bouquet of roses that laid next to her plate. “But, you know... the story doesn’t end there.”

“It doesn’t?” Max questioned.

Lightning shook her head. “After I got kicked out from the academy, I just felt terrible. I hated myself for months and thought I was just a worthless, good-for-nothing pony, so I came back to Bloodstock. This is where I grew up and I have family here, so I thought it would be good to come back home so I could clear my head, you know? But... that’s not exactly what happened...”

“What do you mean?” Max asked curiously, wondering where this was going.

“Once I came home, I kind of just... spent most of my time, ehh... drinking,” Lightning admitted shamefully, rubbing the back of her head with her hoof. “But...” she continued, putting her hoof back down. “One day, almost out of the blue, something happened that I didn’t really expect. Something that helped me get out of my rut.”

“What’s that?” Max asked, becoming more invested in her story by the second.

“Well, you see...” Lightning started to explain, smiling softly. “This really weird-looking alien thing came to me one night and―”

“Oh, ha-ha,” Max said sarcastically with a hard roll of his eyes. “Yeah, an alien came to you. You almost had me going there for a second. I might have believed you if you said a monster or something, but alien? Come on now.”

“What? It’s true,” Lightning presented with a wide smirk. “This really dumb alien thing came to me and helped me feel better. His name was, ehh... hmm, let’s see... what was it again... It was something really simple and stupid-sounding.” She didn’t say anything for a moment, rubbing her chin with her hoof as she looked off into the brewery in mock thought. “Oh, yes. Now I remember. His name was Max.”

“What?” Max asked in surprise, blinking a few times at Lightning before he finally understood the joke. “Ohhhh, I get it now. Because I’m an alien to you ponies. Clever.” He chuckled, but then paused as his eyes started to widen once he realized what she was truly insinuating. “W-wait, what? Me!? I helped you!?”

Lightning covered her lips with a hoof to help muffle her giggles. “Don’t ever change, Max, but yes, you helped me a lot.”

Max scratched his head in confusion, having no recollection of helping Lightning in the way she was referring to. For as long as he had known her, she was always a pretty happy mare. In fact, she was the one that helped him out. “I don’t understand... what did I do?”

“Well...” Lightning started to explain, but hesitated as she gathered her thoughts. “It’s kind of hard for me to explain, but... when we first met at the inn, even though I was a little drunk―”

“A little?” Max interrupted her, remembering that day quite vividly.

“Okay, when I was reeeally drunk,” Lightning corrected before continuing, “I could still remember what it was like when I first saw you. I won't say it was love at first sight, but there was something about you, that just made me feel... warm. Like you were somepony that I knew I could be myself with.”

“Is that why you were so eager to help me at first?” Max asked, having always wondered why she was the only pony to ever give him the time of day outside of Ponyville.

“Call it destiny or whatever hippy shit you want, but... yeah. There was just something about the way that you carried yourself that said you were a cool dude.” Lightning picked up one of her hay fries and chewed on it for a while. “Then...” she started to say before swallowing. “The more time we spent together, the more things just seemed to be, I don’t know... brighter. I know this might be a little bleak to say, but it felt like life was worth living again when you were around, you know?”

Max sat there speechless for a moment, not sure how to respond. “I... I didn’t know it was that bad for you, but you... you really felt like that with me?”

“I wasn’t joking when I said you know how to cheer me up,” Lightning said, smiling warmly. “Not only that, but you helped me see that I should get off my ass. Maybe it was because I wanted to impress you or something, but having you around helped to motivate me to try to improve myself.”

“You wanted to impress me?” Max questioned. “I don’t understand... Why would you want to do something like that for a guy like me?”

Lightning shrugged. “It could’ve been because I didn’t want to drive you away by being a sad sack of shit all day or maybe it’s because I think you’re a hot piece of ass,” she teased, wiggling her eyebrows up and down in a suggestive manner. “But there would be days when I would just watch you in the smithy, working with Pops and doing your best to keep up with him. Even when you had no idea what you were doing and your horseshoes came out looking like shit, you didn’t get pissed or sad when Pops yelled at you; you just kept going until you got it right. Part of me admired that about you and helped me to see that I shouldn’t give up so easy. You helped me to find my passion for wanting to do great things again and that's part of the reason why I reapplied to join the Wonderbolts.”

“But, I...” Max started to say but hesitated, furrowing his brow in deep contemplation. He knew that Lightning had been trying to join the academy for the past several months, but he thought that was for other reasons. “Didn’t you do that because you made that promise to your father? You know, so I could get that job.”

“I did make him that promise, but...” Lightning started to explain, rubbing her foreleg awkwardly before continuing, “I never intended to do it... At first. But, like I said, having you as a friend helped to motivate me to try again. So I did.”

Max stared at Lightning in stunned silence, but a warm smile soon spread across his lips. It made him happy that he could impact Lightning’s life in such a positive way because he felt the same about her. She helped him get on his feet, find a new life in Bloodstock, and genuinely feel better about his life all around.

“So, I guess to answer your question,” Lightning added, putting on a more flirtatious expression. “I chose to date you because you’ve inspired me so much. Not only that, but we just... click. Oh, and you make my pussy wet.”

Max’s cheeks burned in a bright blush, but he couldn’t help the wide smirk on his face. “Well, I’d be lying if I said the male equivalent didn’t happen to me.”

“See! We’re meant for each other!” Lightning shouted excitedly, her wings fluttering with excitement. “You make me wet and I make you hard! You just can’t ignore the science behind that!”

Max laughed loudly at that. He was about to reply, but one thought kept crossing his mind, causing him to frown a bit. Lightning was his best friend, possibly one of his only friends in this world. Did he want to risk her friendship by taking things to the next level?

“Umm... Dusty,” Max asked softly.

“Yes, boo? What is it?”

“Well, you’re probably one of the only true friends I have in this world...” Max pointed out softly.

“Yes, you are a loser,” Lightning agreed with a nod. “I already know this.”

“What, no!” Max shouted. “I’m not a loser! I have lots of friends!”

“Oh yeah?”Lightning asked with a snarky grin. “Name two, and my father doesn’t count!”

“Well, there's Moonshine and, eh...” Max hesitated as he tried to think, then groaned. “Look, that’s not even what I’m trying to get at. What I mean is, you’re my best friend, but... do you really want to complicate that by becoming more?”

“Complicate it?” Lightning questioned with a snort, holding back a laugh. “Max... What’s complicated about wanting to be closer to somepony you care about? Do I need to explain to you how the birds and the bees work again?”

“N-no, I just...” Max fumbled to say, but paused as he gathered his thoughts. “It’s just that... I know from past experiences that taking a relationship to the next level can cause a couple to drift apart if things go wrong... I... I just don’t want that to happen with you. I don’t know what I would do if I didn’t have you in my life at all...”

“Max,” Lightning said warmly, reaching across the table so she could rest her hoof on his hand. “That won't happen. I know for a fact that even if we split up, we’d still be friends because I feel the same way about you. Not only that, but who else would you date if not your best friend? Would you rather go back to dating all those random mares you hardly knew?”

“No, I guess not,” Max admitted. “You have a good point.”

“Exactly, and you know what else?” Lightning started to say, putting on a more sultry expression. She bit her lip as she looked down to where her hoof was touching Max’s hand before continuing. “There's... another reason why I know we’d work together. Do you know what that is?”

“No...” Max replied. “What?”

“Because I know how much you want me,” Lightning pointed out in a soft, heated whisper, stroking his hand gently with her hoof. “I’ve seen the way you look at me, Max. You don’t think I catch you staring at my flanks when I work out, but I do... every... single... time...”

A guilty blush spread across Max’s cheeks as his eyes widened in surprised embarrassment. “You mean... you saw me―”

“Yep!” Lightning chirped. “What? Did you really think all those slow stretches I did was a part of my warm up routine or something?”

Max’s blush grew even brighter.

Lightning giggled softly at his reaction. “It’s okay, I can’t blame you for staring. I’d be staring too.”

“W-well, you do have some of the best set of flanks I’ve ever seen on a pony,” Max admitted with a small smirk, but still felt embarrassed about his shameful actions. “So this really isn’t a joke then, and I’m not dreaming?”

“Nope,” Lightning said happily as she leaned back into her chair and took her hoof off of Max’s hand. “This is real life. You have a hot, sexy mare in front of you wanting to be your marefriend.”

“I just can’t believe it... This whole time I’ve been trying to find somepony to share my life with, but... I could have just asked you.”

“Yeah, I know,” Lightning deadpanned, then huffed in annoyance. “Do you know how hard it was for me to sit there and watch you take all these other hussies out on dates!? I mean, a few of them were pretty hot so I can understand, but eesh... some of them I just don’t know what you were thinking. Like that one mare that saved all her hoof shavings... The fuck was with that?”

“Hey, she was nice!” Max shouted defensively, before thinking more about that particular mare, then winced. “Okay, so she wasn’t very nice, but still, I would have asked you sooner, but I, ehh... you know... thought you were gay...”

“I know!” Lightning shouted before laughing loudly. “That was hilarious! I can’t believe you thought I was only into mares this whole time!”

“Yeah, that was pretty stupid,” Max admitted, feeling pretty embarrassed as they both went back to eating their food. He started to pick away at his meal, but then noticed Lightning’s tacky scarf hanging over the back of her chair. She would always wear that thing and it puzzled him as to why. It wasn’t even in good condition. The edges were starting to fray and there were several dark spots on it that looked like faded stains from food or something else. Not only that, but it didn’t seem to be stitched together all that well. He always wondered why she had that thing, and since she was opening up to him now, maybe it would be okay to ask her about it.

“Hey, Lightning?”

“Hmm?” Lightning said with her mouth full of fries, then swallowed. “What’s up?”

“Well, since we’re talking about all this stuff now, can I ask about that thing you always wear?” Max said, pointing to the scarf on the back of her chair.

Lightning blinked a few times before turning her head to look at what Max was pointing to, then faced him again. “What about it?”

“I see you wear it all the time, sometimes even in the summer,” Max pointed out before taking a small sip of his ale. “I was just curious as to why. Is there something special about it?”

“Oh...” Lightning said softly before turning to look at her scarf again. She went silent for a moment, then smiled as she gently placed her hoof on it. “I guess you could say it’s special... ”

“Is there a story behind it?” Max asked as he cut a small piece off of his pepper with his fork, then ate it.

“Yeah...” Lightning said softly as she stared at the crudely-stitched fabric, almost lovingly, then faced Max again. “My mother made it for me before she died.”

Max immediately dropped his fork and choked on his food. He coughed loudly and hit his chest a few times before grabbing his drink to help clear his throat. After drinking half of his ale in one big gulp, he set his glass down and took in a deep breath with his now cleared airway. “W-what!?”

“Yeah...” Lightning said somewhat sadly as she reached back and picked up her scarf. She held it in her hooves and petted it gently as she recalled her past. “My mother was an officer for the royal guard, so she was hardly ever home... She made this for me a month before she left on her... last mission.”

“Lightning...” Max said somberly. “I’m... I’m so sorry... I didn’t know.”

“It’s okay,” Lightning said with a soft smile as she gently ran her hoof over the scarf. “She’s been gone for a while now. I was just a filly when it happened.”

Max winced, wishing he had never asked about the scarf. It wasn’t his intention to bring up such a bad memory. “I’m really sorry, Lightning... That must have been terrible for you...”

“It was definitely a shock when we got word from Celestia about what happened...” Lightning admitted, sighing sadly. “Nothing felt real to me when we got the news. I didn’t believe it at first... I didn’t want to believe it... I kept thinking that it was all a mistake and she would come home any day with a new souvenir for me...” She paused for a moment as a soft smile spread across her lips. “She would always bring me souvenirs or strange knick knacks from her missions. She would get them from different parts of the world and would give me a little history lesson about them...”

“So, I’m guessing with her job... she got to travel around the world a lot,” Max added.

“Yeah...” Lighting said, still smiling as she looked over her scarf fondly. “This one time she got me a strange thing that she called a top. I thought it was so cool. It was a gryphon toy that you would spin on a table... I could never get it to work with my hooves, but mom knew the trick. She could always get it to spin forever...”

Lighting paused for a moment, then rubbed her eyes with the back of her hoof to wipe away some of the tears that formed before looking up to Max again. “I would always wonder what kind of new thing she would bring me and I always loved learning about it. It made me curious about the world outside of our little town. I looked up to her so much and I wanted to be just like her... I’m just glad she wasn’t around to see what a dumbass I was at the academy.” Her smile grew briefly before she continued, “I think she would have whooped my ass if she knew what I did.”

Max frowned a bit a that. “I think she would’ve been proud of you, Lightning.”

“Trust me, she would have lost her shit,” Lighting said almost happily before straightening her posture, putting on a mock scowl. “I taught you better respect than that, missy! What would your father say if he knew about this!?” she said, imitating her mother as she pointed a scolding hoof at Max. “That’s a thousand wing ups, then we're going to sit down and relearn how to use our minds and respect our teammates!”

“Wing ups?” Max questioned. “What are those?”

“Well, if you weren't so busy checking out my ass all the time...” Lightning teased with a playful smirk. “Then you would know that it's that exercise I do where I push myself up off the ground with just my wings.”

“O-oh, right,” Max said awkwardly, blushing brightly again. “Now I remember...”

Lightning giggled before sighing, then slumped back down in her seat. “You know, it was hard for me when she died, but I think Pops took it the hardest... He was never the same since that day...”

Max’s eyes started to widen as he processed Lightnings words. He winced at himself, remembering what happened that morning at the smithy causing him to feel like a complete asshole. ‘That’s why Flint got so pissed at me!’ he thought to himself, regretting his actions.

“Pops did his best to stay strong for my sake, but there was definitely a change in his personality,” Lighting admitted sadly. “I remember when I was a filly, he would always be smiling, but now he just seems to be angry all the time. He’s a little better now that I’m home again, but I just don’t think he’ll ever get over losing Mom.”

“Fuck...” Max muttered under his breath. “I feel like such a dickbag for bringing her up with him...”

“It’s okay, you didn’t know. I mean, how could you? Pops and I don’t like bringing her up around others...” Lightning admitted softly. “Pops loved my mother very much... She was everything to him. Even now, he still tells me about all the amazing missions she would go on, and how they met, and how lucky he was to have her... I think I’ve heard the same story about how she fought off a dragon over a hundred times.” She giggled nostalgically. “Funny thing is, that story started off as a timberwolf and just got more extravagant and epic each time he told it. He could go on for days if you let him.”

“So... that's why you wear that scarf so much? It’s in memory of your mother?”

“Yeah, kind of...” Lightning replied, putting her scarf back over her seat before looking back towards Max. “I know this might sound lame, but I think of it more like a... good luck charm...? No that's not right.” She paused for a moment, tapping her hoof to her chin in thought. “It’s more like a way to... no...”

Max gave Lightning an odd look as she tried to find the right words. “Like a what?”

After a while of thinking, Lightning sighed. “There’s really no good way to put it... You’re just going to think I’m crazy, but I wear it because I think she’s looking out for me when I have it on. Like, she helps me and stuff. It’s... more because of what she said to me before she died.”

“What did she say?”

“She said if I ever felt scared, or lost, then I could put the scarf on and she would be with me...” Lightning said with a more somber tone. “I know she’s really gone, but part of me thinks that she does look after me when I wear it. Like her spirit is around me or something... I mean, I can’t be too crazy because when I have it on, good things seem to happen.”

“Like what?” Max asked curiously.

“A lot of stuff, but mostly...” Lightning said, but hesitated, letting out an embarrassed-sounding giggle. “Well, she helped me, ehh... find you...”

Max raised a curious eyebrow at that. “Me?”

“Yeah,” Lightning admitted, rubbing her hooves together awkwardly. “I didn’t wear the scarf for a long time after she died, but it wasn’t until after I got kicked out from the Academy that I wanted to wear it again. I think it was more because I needed her the most at that moment and I wished she was still alive, but the day we met was the first time I put it on after years of having it locked away in the closet.”

“Huh... So, you think your mother brought me to you?” Max asked as he thought back to that day.

Lightning nodded. “I know it could’ve just been a coincidence, but... it just feels like it was more, like... she guided you to me or... I don’t know, I know it's stupid!”

“Hmmm,” Max pondered as he stroked his chin with his hand. “Yeah, I don’t know about that... I mean, it’s me we're talking about here. Not so sure your mother’s judgement was at its best that day.”

Lightning snorted, holding back a laugh. “Yeah, thanks Mom!” she shouted up to the heavens, placing both her hooves on the sides of her muzzle, then pointed towards Max. “You see this!? Now I have this asshole to take care of!”

Both Max and Lightning filled the room with the sound of their laughter.

“Hey! Is that fun I hear?” Moonshine said as she opened the door and trotted inside. A small piece of paper followed her in, floating within her magic. “You guys having a good time in my brewery without me!? For shame!”

“Oh no, you got it all wrong, Moonie,” Lightning purred hotly as she looked over to her friend with smoldering eyes. “We were just passing the time until you got here so we could start that threesome we all agreed to.”

Max’s eyes widened in surprise. He frantically looked between the two mares as his heart started to pound faster in his chest. He didn't remember ever agreeing to anything like that before and he wasn’t sure what to do! Was Lightning being serious? Should he just go with it? He really wasn’t ready for something like that! It had been years since he’d last been with a―

“Easy there, cowboy. There's no threesome,” Moonshine said as she walked up to their table, giving him a playful smirk before looking back towards Lightning. “You should be more careful. You almost gave your stallion a heart attack.”

“It’s not my fault he’s so easy to tease,” Lightning said, sticking her tongue out at Max.

“Y-yeah...” Max said, chuckling awkwardly before wiping a few small beads of sweat from his brow. “You really got me good with that one... I should have known it was a joke.”

“Well, I’m glad you two are having fun down here. It’s been pretty slow upstairs,” Moonshine said with a heavy sigh. “I’m not sure why, but the normal rush seemed to have died out early today. Anyways, I was pretty bored, so I came down here to check up on you two, and give you your bill so you don’t have to worry about it later.”

“Oh, awesome! We can pay it now!” Lightning said, almost too excitedly. “Let’s see what the damage is!”

The small piece of paper floated down and landed in the center of the table. Feeling curious, Max leaned over to see how much Lightning would have to pay.

“One hundred bits!” Max shouted in surprise, then whistled in amazement. A normal night out at the inn would have cost them both about twenty to thirty bits, so a hundred was quite an impressive number for one date. “Wow Lightning, you really did go all out for this.”

“What can I say?” Lightning said with a cocky smirk. “I know how to treat my stallions.”

Max smiled, feeling great about not having to worry about the bill for once. He relaxed back in his chair, only to find Lightning staring at him with a wide smile. “What?”

“You have my bits, dear,” Lightning pointed out softly.

“What!?” Max shouted, sitting up again. “I don’t have your bits!”

“But you do,” Lightning cooed softly in a teasing tone. “Don’t you remember?”

“Ehh, no,” Max said again, giving Lightning an odd look. If she thought he was going to pay one hundred bits for this date, she had another thing coming. “You’re the one that ordered all this food, and you even said you’d pay for it!”

Lightning giggled softly. “I think you’re forgetting something, Maxie...”

Max just continued to look at her oddly, having no clue what she was getting at.

“Our... bet,” Lightning pointed out with half-lidded eyes and a snarky grin.

“Bet?” Max replied dumbly before his eyes widened as it suddenly dawned on him. With all the excitement and confusion going on he nearly forgot!

“That’s right, dear,” Lightning cooed lovingly, fluttering her eyelashes at him. “I do believe I’ve won. I’m a mare that wants to date you and I have no interest in leaving, sooooo...”

Max scowled as he reached into his pocket. “Clever girl...” he muttered, pulling out the one-hundred-bit coin he was saving for just this occasion, then placed it down on top of their bill. “I should have known you wouldn’t really pay for all this...”

“But I did,” Lightning corrected him with a wide grin. “I paid for everything fair and square. You really should be more grateful.”

“Yeah, yeah...” Max huffed in annoyance.

Moonshine seemed a little lost as to what Max and Lightning were going on about, but she smiled and shrugged before making her way out of the room. “I’ll just leave you two alone now so you can finish up your meals.”

“Thanks, Moonie,” Lightning said to her friend, causing her to stop just before she reached the door. “I really appreciate you doing all of this for us.”

“You’re most welcome, hun. Just make sure you two play it safe, if you catch my drift” Moonshine teased with a wink, then walked out of the room, giggling softly to herself.

Once Moonshine left and shut the door, Max turned towards Lightning with an confused look. “What does she mean ‘play it safe’?”

“Maybe if you’re a good little colt, I’ll show you later,” Lightning teased with a wide smirk and flirtatious gaze, fluttering her eyelashes at him. “But for now, let’s finish all this food! I’m still starving!”

Max chuckled and shook his head before picking out a few of the fruits and a piece of bread, then started to dig into his meal. The rest of the night went on just like any other night would when they hung out. They talked and laughed until they were both ready to pass out in a food coma. They both hugged Moonshine goodbye and thanked her for the meal before walking out into the peaceful night together.

“I still can’t believe you got Moonshine to let us eat in her brewery!” Max said with a chuckle as they walked through town, heading towards Lightning’s apartment.

“Yeah, and you wouldn't believe what I had to do to convince her,” Lightning said as she glided next to him, cradling the bouquet of roses in her forelegs.

“Oh?” Max questioned, looking towards her. “What, did you have to win a bet with her too?”

Lightning smirked before tilting her body to face Max, then brought one of her wings towards her lips. She quickly flicked her tongue between two of her larger primary feathers in a very suggestive manner, giving him his answer.

Max threw his head back and laughed loudly, knowing she was just messing with him. Although, that didn’t stop him from fantasizing about her and Moonshine getting together.

They continued down the path in a comfortable silence as snow gently fell around them. It was a quiet and peaceful night. Not a soul was out in the streets, and Max didn’t mind in the least. He couldn’t help but think of how nice it was to be walking outside in the cool winter air, all alone with Lightning. The night had been a strange one, but one that he would never forget and he owed it all to his best friend, or rather, his marefriend...

‘Wait, is it too soon to call her my marefriend?’ Max thought to himself, furrowing his brow in deep concentration. ‘Do I have to wait until after the third date or something for that? Maybe it's okay, I mean... we have been friends for a while now... Or maybe I should just―’

“Beautiful night, isn’t it?” Lightning asked, breaking Max out of his thoughts.

Max looked over to see Lightning gazing up at the night sky, still holding the roses he got her. A soft, white aura surrounded her, causing her to glow in the gentle light of the full moon. Her red dress and brushed-out mane shimmered in the light, while her bright amber eyes and soft smile seemed to radiate a warmth that caused his own smile to grow.

“Yeah... it is,” Max muttered softly, not taking his eyes off the beautiful mare in front of him. “It really is.”

Lightning looked over to Max, noticing right away that he was staring at her. She smirked, then giggled before calmly saying, “Eyes forward, stud.”

“Huh?” Max faced forward again, just in time to stop himself from running into a one of the street lamps, causing him to jump back in surprise. “Oh, shit!”

Lightning stopped in midair and immediately busted into a fit of laughter. “Oh wow! That was great!”

Max scowled at Lightning and grumbled as he walked around the pole.

“You should have seen your face!” Lightning continued, still laughing hysterically. “You were like, like...” She paused for a moment, stifling her laughter so she could try to imitate Max’s reaction with her own look of shock. “You were all like, ‘Oh shit, don’t hurt me Mr. Pole!’” she mocked in the best imitation of Max’s voice she could muster.

“Oh yeah?” Max huffed in annoyance. “Just for that, I think I’ll take those roses back now!”

“Nooo!” Lightning cried, clutching her flowers to her chest. “They're mine!”

Max smirked playfully before lunging towards Lightning, reaching out to grab the roses from her.

“Nooooooooo!” Lightning cried again in mock fright, quickly dodging out of the way before flying down the path towards her home. “You’ll never take them!”

Max’s smirk widened before he gave chase, quickly gaining on her. She could have easily outrun him and left him in the dust, but she slowed down just enough to be out of his reach. They continued to laugh and chase each other throughout the night, throwing loud insults at each other as they made their way through the town. There was no way that somepony wouldn’t recognize them running around in the streets like obnoxious idiots and complain about it in the morning, but they didn’t care.

As soon as Lightning’s apartment came into view, she slowed down, almost coming to a complete stop just before her front door.

Seeing his opportunity, Max sprinted forward and grabbed Lightning from behind, snatching her out of the air. He quickly pressed her back against his chest, pulling her into a warm hug, causing them both to start laughing again. After a while, Lightning turned herself around in his arms until she was facing him. They both smiled, gazing into each others eyes as their laughter slowly died down to soft giggles and chuckles.

“Well...” Lightning started to say, dropping the bouquet of roses to the snow covered ground so she could wrap her forelegs around him. “You caught me...”

“I have...” Max replied happily, keeping his hold on her as his smile widened.

“I suppose... I’m at your mercy now...” Lightning continued, gently rubbing his side with her hoof.

“You are...” Max replied in a softer voice, his eyelids falling slightly. Without even knowing it, his head started to slowly lean towards Lightning’s, as if being drawn by some unknown force.

“You could take my beautiful flowers away now if you wanted...” Lightning pointed out, her own voice growing quieter as she started to close the gap between them.

“Yeah... I could...” Max replied in a whisper, his eyes never leaving Lightning’s as his lips came within inches of hers.

“But you’re not going to...” Lightning whispered back, letting her warm breath tickle his lips. “Are you?”

“Never...” Max whispered before pressing his lips to hers, pulling her into a deep kiss.

Lightning responded by humming happily as she closed her eyes and leaned into him.

Max’s heart sped up as the realization of what he was doing suddenly occurred to him. He was kissing his friend, his best and only true friend! It had been so long since he had kissed anyone and he hardly knew what he was doing, but for the first time in a long while, this felt right. It felt natural and he never wanted it to end. He tilted his head to the side, deepening their kiss so he could savor every second of their intimate connection.

Lightning pushed back in response, leaning into Max even more as she gently stroked his side with her hoof.

Max could feel the soft and broad tip of her tongue press into his lips, demanding entrance. His heart skipped a beat as he allowed her access, opening up and letting his wet muscle collide with hers. Right away, he could taste the ale they had that night, accompanied by a faint hint of the hay fries and apples. It wasn’t a bad taste, in fact he rather liked it. But as their tongues danced around each other, he started to realize just how different she was. Her tongue was much broader and smoother than his. It felt foreign to him, but it only helped to excite and encourage him to keep going, to learn all he could about his partner.

Lightning moaned softly as Max pushed her tongue back and she let him enter her mouth without a struggle.

Max started to explore Lightning a little, feeling how much smoother her teeth were compared to his, which wasn’t a surprise, but the roof of hers was a different story. It was rigid, but surprisingly soft and she giggled every time he ran his tongue over it. She was sensitive there. He would have kept going, but Lightning had other ideas.

With a surprising but gentle force, Lightning pushed Max back into his own mouth and he gladly relented, letting her have a turn exploring him. She immediately started to feel around the roof of his mouth, but when she didn’t get the reaction she was hoping for, she moved on to his teeth. She hummed happily and giggled as her tongue slid over one of his jagged canines.

Their kiss seemed to last forever, and a part of Max never wanted it to end, but eventually, they both started to pull back. A thin line of saliva connected their lips for a short time until it broke apart. They panted softly as they gazed into each others eyes with soft smiles.

“Wow...” Max breathed, feeling slightly light headed.

“You said it,” Lightning agreed with a soft giggle as she rubbed his side with her hoof. “That was long overdue... And you’re not such a bad kisser, you know, for a complete loser.”

“You’re a bitch,” Max teased with a soft chuckle before leaning it to give her a light peck on the lips, which she gladly accepted. “You know that?”

“You say that like its a bad thing,” Lightning countered with a wide smirk, holding onto his chest a little tighter.

Max chuckled before shaking his head, then sighed contently. “I just can’t believe it...”

“Believe what?” Lightning asked.

“I can’t believe we're really dating now... I mean, what would your dad say about all this?” Max teased with a bright smile. He paused as he let that thought sink in a little more, and his happy expression started to fade into a more wide-eyed, panicked one. “Holy shit! What’s your dad going to say about this!?”

Lightning bit her lip as she tried to hold back laughing at Max’s hysteria. “What do you mean?”

“There’s no way he’s going to be okay with this!” Max half-shouted worriedly as a mental image of Flint neutering him with a sledgehammer entered his mind. “He would never approve of me dating his daughter!”

“You don’t know that,” Lightning pointed out, rubbing his side with her hoof again, calming him down a little. “Why don’t you go talk to him tomorrow about it?”

“Talk to him!?” Max questioned loudly, giving Lightning a look like she was crazy. “Oh yeah, I’ll just go up to him casually and say ‘Hey Flint! I know you’re busy with the new order and all, but I’m totally dating your daughter now!’ Yeah, that’ll go over really well.”

“It won't be that bad,” Lightning said with a soft giggle before placing another small kiss on Max’s lips. “Trust me, go talk to him tomorrow. He’d understand and appreciate you coming forward sooner rather than later.”

Max frowned as he thought about that, letting go of Lightning so she could float backwards. “Are you sure it's a good idea? I mean, you don’t think he’s going to be pissed?”

“Definitely,” Lightning said with a nod, holding his hand in her hooves. “Trust me on this, okay?”

Max sighed deeply but nodded, knowing that Lighting was probably right. If they were serious about becoming a couple now, then Flint had a right to know. Plus, it might be a hundred times worse if his boss found out he was dating his daughter behind his back months later.

“Yeah... I guess you’re right...” Max admitted with a groan. “I’ll think of what to say to him tonight.”

“No need to make a big speech out of it or anything,” Lightning pointed out. “I know he’s kind of a grump, but he’ll understand if you’re straight with him.”

“I hope so,” Max said, not looking forward to the coming conversation he would have to have with his boss. “Well, good night Lightning, and thanks for everything tonight. It was a lot of fun.” Just as he was starting to walk away, he felt a tug on his arm, causing him to look back. Lightning was there, still holding onto his hand as she looked at him with big, sad eyes.

“Where are you going?” Lightning asked sadly.

“Oh, I was just going to head home,” Max replied, not sure why she stopped him.

“So, you’re just going to leave a poor, defenceless mare like me all cold and alone at night?” Lightning asked with fake innocence, giving him some of the biggest puppy dog eyes he had ever seen.

“I-I, uhh...” Max fumbled to say as his heart started to race and a small blush started to appear on his cheeks. “I... guess that would be kind of rude...”

Lightning smirked wickedly before flying backwards, pulling Max along with her. “Come on,” she cooed, opening the front door before continuing to lead him inside. “Let's watch some movies together.”

Before Max entered into Lightning's home, he reached down and picked up her flowers, then closed the door behind him.

Author's Notes:

Finally... It's done... This took me way to long, but I had a lot of trouble with this chapter. I even took a lot of stuff out of this one that I might add to another chapter later...

Anyways! I hope you guys like it. I know its really long, but Max and Lightning had a lot to talk about... Also, for those that don't like the more mature stuff I put in these stories... you might want to skip the next chapter. But! All is not lost! The chapter after this next one will continue the story.

Oh and who wants a three way with Max, Lightning and Moonshine? Anyone...? Anyone at all?

Well, anyways... If you guys want, you can check on chapter progression over here. I'll be updating this blog as often as I can so you guys can see where the chapter is at and how close the new one is to being done.

I have some more art things to work on, so idk when the next chapter will be out. I hope it wont be as long as this one took...

As always, don't be afraid to point out mistakes. I like to fix them for future readers! And let me know your thoughts! I love to hear from you guys!