Fluttershy had just turned 11 about a month ago. She had been in Cloudsdale Flying school for almost 3 years now. She hadn't made a lot of new friends. She only had one really good friend, Rainbow Dash. They would play in cloudsdale all day, playing in the clouds, taking baths in the rainbows, and of course, trying to teach fluttershy how to fly.

Fluttershy was headed towards Cloudsdale Flying school when she saw the most beautiful pony she had ever laid eyes on. He had a dark think black mane, hair that covered half of his face, and had a coat as white as the clouds themselves. She looked over at the pony and the other pony turned and glanced at fluttershy, fluttershy looked back, and he gave fluttershy a quick wink and walked on by. Fluttershys face started blushing, and she was so happy by what had just happened, she fainted.

She woke up later in a daze, looking up at the sky, and as she stood up she had realized she had been unconscious for 5 hours. She was unconscious for all of school, she ran to the school and as she ran up she noticed the same pony and looked at him with a face filled with emotion. He looked back and started to walk towards her, she started to blush and kept thinking,

"Don't faint fluttershy, come on, don't faint, don't let his cuteness get to you..."

As the pony walked up and looked at fluttershy, he held out his hood and said,

"Hi, I'm will, I'm new here. Whats your name?"

As soon as he said that, fluttershy simply fainted and fell forward landing onto Will. Will looked at fluttershy and started to blush, he shook fluttershys head and woke her up again. She lifted her head and looked up at will, she screeched,

"Oh my gosh, I'm so sorry, I'm so terrible sorry, I don't usually do that..."

Will interrupted her apology speech,

"Hey hey its ok, I'm fine. I'm more then wondering, are you ok?"

"Umm, uuhh....mm...yes...."

"Awesome, haha. So whats your name?"

"Umm...my name is....flutters-..."

"What?..."

"My...my name is..fluttershy..."

"Fluttershy? That's a beautiful name."

"Oh, umm...really?"

"Yeah, hey do you wanna hang out some time."

"Sure!...I mean...umm..ok..."

"Alright cool, I'll see ya tomorrow."

As will walked away, he looked back at fluttershy and gave her a wink. Fluttershy fainted again. The next thing fluttershy woke up on a park bench in a beautiful cloud garden. Will was sitting next to the park bench.

"Ahh! Oh, its you." Fluttershy blushed again.

"You fainted again so I decided to carry you where you wouldn't be hitting your head on the ground every time I talked to you, haha..' said will.

I looked back at him with a sense of emotion and said,

"Oh, why thank you.Oh I love this garden." said fluttershy.

"Yea I love nature too, it just seems so peaceful when your surrounded by nature and animals. It takes that feeling of..loneliness away from you when your surrounded by nature.

Fluttershy looked at will with big bright glinting eyes, she had a cute smirk on her face and her cheeks just kept on blushing.

"I love nature and animals so much too!" squeaked fluttershy.

Will turned over to fluttershy and looked her directly in the face and said,

"It just makes you have a sense of emotion, doesn't it"

Fluttershy responded "Oh, very much so...will"

Will picked a lily and took it over to fluttershy and set it down on the bench in front of her.

Will got a litter closer to fluttershy and and looked at fluttershy in the eyes, fluttershy puckered out her lips, as so did will. They exchanged a kiss that lasted longer then a minute. Fluttershy and wills lips moved away from each other. They looked at each and exchanged another kiss, during this one fluttershy moved her arms around will while kissing and fainted, again.

Fluttershy woke up in here house. She looked to her bedside to see a note. She opened it, it read....

Dear Fluttershy,

I'm sorry that we couldn't spend more time then we did together, You are the most beautiful mare I have ever laid eyes on. I am sorry, I am being moved into advanced flying training over at cloudburst high school. I will never forget you and I sincerely hope to see you some day.

Sincerely, your love, Will.

Fluttershy looked at the note, crying, but with a smile on her face, and looked back at the table the note was on to see the lily will had picked for her. She took the lily and put it in her hair and walked over to the mirror she had in her room and put the note in the corner.

She put her hoofs on the mirror and kept crying as she whispered,

"I love you to...will...."