Starlight Glimmer at first heard what sounded like thunder coming from down the hall, but she took is as a result of the rainstorm outside. She set the book she was reading to the side when she heard the banging for the third time, and found it was coming from the door. 'Who in the hay would be knocking at this unholy hour?' She puzzled. 'Not to mention in this damned storm...'

She got up from her plush chair, and walked past the crystalline staircase. She stopped just before the grandeur doors of the palace, and pressed her ear to the cold, hard stone.

"Who is it?" She sang sweetly: trying to sound inviting while making sure to hide the suspicion from her voice.

"It's... me." She heard a familiar voice say slowly. "I-is Twilight in there?"

Starlight slowly opened the doors, and was surprised at who she saw:

"Scootaloo?" She asked, "What under Luna's moon are you doing out here at this time of night? It's freezing out! Come inside, come, come." She tittered, ushering the frozen filly to the fireplace.

"Is T-T-Twilight here?" Scootaloo repeated with a shiver, reaching her tiny hooves out to the fire. Starlight ran down with a blanket, and wrapped it around the filly. She started rubbing Scootaloo's hooves on impulse to warm them up.

"I'm sorry, Scoots. But Twilight left for the Crystal Empire yesterday." Starlight sighed. "This will be the first time she's left me alone at the castle, too..."

Scootaloo shivered slightly as she wrapped the blanket tighter around her shoulders. "Oh, right. I remember hearing her talk to Rarity about that."

Starlight's interest was piqued: "Did she happen to say why she's so trusting of me?"

Scootaloo shook her head. "No, just something about you being big on order. They both seemed to get a chuckle out of that."

Starlight's ears flattened against her head, and she cast her eyes downward. Scootaloo took notice, mirrored the action.

"Did I say something wrong?" She asked, starting to tremble slightly.

Starlight perked right back up: "No, no. It's just a... sensitive area." She sighed. "I suppose even friends joke about you behind your back..."

Scootaloo giggled ruefully. "And to your face. It's just what they do..."

It took Starlight a moment to notice she was rubbing Scootaloo's shoulder in a motherly way, before she retracted it like it was bitten by a snake. "S-sorry..." She muttered bitterly.

'Damn it!' She scolded herself: 'It's been years since--'

"Could you... keep going?"

She refocused her attention to the orange filly. "What?"

"Rubbing my shoulder," Scootaloo said shyly, "it... feels nice. It's been a while since I got a back rub."

Starlight smiled, and rested her hoof back on the young mare's back, massaging it gently. "Why? Doesn't your mother give them to you?"

It was Scootaloo's turn to flatten her ears, as her eyes glazed over. Starlight recoiled again, "Oh,"

"I-it's fine." Scootaloo sighed. "It just makes it worse when ponies apologize."

"Does Rainbow Dash know?"

"Not really, I don't want her to. She's got enough to worry about without throwing me into the mix."

Starlight Nodded her head. "I understand."

Scootaloo froze, and looked up at the mare in amazement. "You do?"

"Mmhm~!"

The filly sighed with a smile, and looked back to the fire. "That's a relief, usually when somepony finds out, they're all 'Ermafaurrst! Yer herve ter terll herr!'" She said in a nasal voice, earning a chuckle from the pink unicorn.

"Why were you looking for Twilight, anyways?" Starlight asked curiously. She couldn't tell if it was just her imagination, but Scootaloo seemed to shrink a little.

"O-oh, nothing, really. She was just going to read me a book..."

Starlight giggled slightly. "Well, since she's not here, shall I read it to you instead?" She offered. Scootaloo immediately brightened up.

"You'd do that for me?"

Starlight was mere inches away from laughing her head off at the adorableness of the situation: here was a shivering filly, wrapped in a pink blanket, coat drenched thoroughly and glowing in the firelight, looking at her with the brightest eyes and smile she'd ever seen. A least, the first she'd seen since...
But that was a different lifetime, and she was long gone.

"Of course I would, Li'l Loo!" Starlight laughed, tussling Scootaloo's mane, earning a few giggles from the youth. "So, which book was it?"

"She said the only one of the kind I was describing was called the Rise of the Crystal Tyrant, or something."

Starlight's smile drooped. "That book?"

"Yeah?"

"Isn't it a little... well... dark for a bedtime story?"

"Have you read it?"

"Only the back."

Scootaloo shrugged: "She said it's a good book for thinking, and thinking helps me sleep. Just ask Miss Cheerilee!"

Starlight smiled warmly at the jibe. "Alright, then." She sighed, teleporting the book in from upstairs. "Where do you want to go?"

"Can we s-sit in that chair?"

Starlight looked over to where Scootaloo was pointing, and saw the same chair she was sitting in earlier.

Her. Chair.

She thought about it, and decided it was big enough for two.

"That's fine, Loo." She giggled. "But we'll need to get you dried off first."

"Okay." Scootaloo sighed, sitting as still as she could while Starlight used her magic to shuffle the blanket at breakneck speeds.

Author's Notes:

Just a idea I had for a bittersweet story. If you can guess what popular movie inspired this, I'll give you a cookie.

I hope you enjoy it!

And no, this is not one of my one-shots, this is going to be a full story. I have planned this out, but I am always open to suggestions!

And no, I have not given up on When Darkness Breaks, this is majorly something for me to doodle in while I'm waiting for inspiration on that. Since I wrote myself into a brick wall.

And yes, Scootaloo will be tragically adorable in this fic.