I hate being the shy girl.

Most people think that it's cute, and endearing. “Oh, it's okay that you're so shy!” “We love you just the way you are!” “You're shyness is one of the cutest things about you!”

Well let me tell you, being the shy girl sucks. Especially when you're surrounded by six other girls who shine so brightly. One of them is athletic, one is perky and fun loving, one is a hard worker, one is the super smart and cute transfer student, one is a bad girl with a heart of gold…

And then one, is Rarity.

I swear, she has no idea what she does to me. Her long silky hair, her perfect skin, her well put together wardrobe that accentuates all of her features. Ugh! It drives me crazy! I both love and hate how beautiful she is.

I have fantasies about it too. Violent fantasies, like ones where I'm pinning her against a wall and passionately kissing her, forcing my tongue into her mouth and grabbing her wrists tightly. Letting her know just how badly I want her. That's how I feel on the inside.

But on the outside, I don't even have the nerve to tell her that I have a crush on her.

I mean, she doesn't feel the same way about me anyway. She's the hottest girl in the school, and has boys lined up to date her. Besides, Rarity bi-sexual? That doesn't even sound right.

“Fluttershy? Earth to Fluttershy, do you read me?”

I snap myself back to reality. Right. It's lunch, isn't it? I'm sitting at the table with everyone, and Rainbow Dash just finished waving her hand in front of my face.

“Oh, s-sorry Rainbow Dash,” I say sheepishly, face turning pink in embarrassment, “W-what were you… talking about?”

“We were asking if you were going to the dance this Friday,” Rainbow Dash asks me.

“I haven't decided yet,” I say, my eyes briefly going to Rarity before ducking behind my hair to hide. It's one of the benefits of having such long hair.

“Well, Ah know Ah ain't goin,” Applejack said, “Not jus' cause Ah ain't got a date planned, but Ah'm gonna be too busy that night.”

“I might go,” Sunset Shimmer says distantly, “I mean, I don't need a date to have a good time, right?”

“That's not how the song goes!” Pinkie Pie chirps, “The song goes 'We don't have to take our, clothes-'”

“Gah! Pinkie Pie, why are you singing THAT here?!” Twilight cries helplessly.

“Whaaat? I was singing we don't have to take our clothes off! Now, if you wanna…”

“These are my friends now,” Twilight says shaking her head, “These are my friends.”

“What about you then?” Rarity asks Twilight, waving her hair briefly showing her diamond earrings.

Twilight looks down sheepishly, “Well… I was hoping to ask Timber from Camp Everfree.”

“Oooh, how lovely!” Rarity turns to me and smiles, “Don't you think so, Fluttershy?”

“Y-yes,” I say, trying my hardest not to stare for too long, “I think that's… a great idea…”

“Mmm,” Rarity smiles warmly, leaning forward a bit before speaking again, “So Fluttershy, could I ask you a favor?”

“I guess… I mean, sure! I mean, um… w-what do you need…?”

Geez! That sounded terrible! Smooth move, Stuttershy!

Rarity giggles, “You see, I'm working on a few new dresses for the dance, but I need to see how they look on an actual person,” she lightly brushes my hand, “You have the perfect figure for what I have in mind, so I was wondering if you'd model for me.”

“Model…? Oh, I don't know…”

“Please please please Fluttershy,” Rarity begs, “I promise, it will just be the two of us.”

“No one else will see?” I ask her.

“I give you my word,” Rarity said raising a hand, “So…?”

The way she's smiling at me is too much. My heart is racing again. It's like she doesn't even have to try. Everything she does is sexy. Don't look at Rarity when she's eating a banana. Sunset actually forbids Rarity from eating them at the lunch table now.

“I… guess I can help you…” I say. Rarity claps her hands happily.

“Ooh! Thank you thank you thank Fluttershy!” Rarity cheers. Seeing her so happy is nice, even if this is going to be horribly embarrassing. Well, what's the worst that can happen?

Why oh WHY did I ask that question?!

The only person who knows about my crush on Rarity, and now she won't stop going on and on about it! She's been going like this since we got back from lunch, and now that the day is over, she's still teasing me!

You're my best friend, but sometimes I really can't stand you, Rainbow Dash…

“So spill, this was why you were spacing out at lunch, right?” Dash asks tauntingly.

“If you remember, I was “spacing out” before lunch,” I say with a slight growl.

“That doesn't mean you weren't having steamy hot fantasies about you beloved Rarity,” Dash continues with a fake dreamy expression. I sigh turning to my locker and give her a deadpanned glare.

“Are you done yet?” I ask her. Rainbow Dash actually stops herself and looks up thinking.

“Okay, so I did that. I said that. I teased you about that, that… Did I use that one…? Yeah, I'm pretty sure I did. Hold on,” Rainbow Dash takes a deep breath, “Rarity and Fluttershy sittin in a tree! K-I-S-S-I-N-G!” she starts laughing as I bang my head on my locker.

“Rainbow Daaaaaaaaaaaash!” I groan helplessly.

“Aaaaaaand now I'm done. Nope, wait. Wait… yeah I'm done. That one just isn't in good taste.”

“Thank you Rainbow Dash,” I say with oh so much sarcasm, “Thank you so much for sparing my feelings in this time of crisis.”

“Eh, you're welcome,” Dash says, either missing my sarcasm or choosing to ignore it, “But all joking aside, this is good.”

“Is it Rainbow Dash? Is it really that good?” I ask opening my locker, “You know there's a reason I refuse to change in the girl's locker room for gym, right? I don't like anyone seeing me…” I look around and whisper to Rainbow Dash, “like that…”

“I… really don't see what the big deal is though,” Rainbow Dash says, “I mean, especially with your aversion to bras.”

I blush holding my book close to my chest, “I just don't like how they feel, okay. Besides, this is different,” I place the books I don't need back in my locker and get my backpack, “Rarity is, well… Rarity! And you know how touchy feely she gets when she's working! Not only am I going to be trying on dresses that she made, which I just know are going to be really sexy, but she's going be brushing against me, poking, prodding,” despite myself, I start blushing, “Oooooh… this is so embarrassing!”

“You know, this might be the time though,” Rainbow Dash says, continuing when I look at her questioningly, “To let her know how you feel about her?”

“W-what?! No no no no no!” I say shaking my head furiously, “I couldn't!”

“Why not?”

“It would just make things awkward between us! She and I are good friends now, I don't want to jeopardize that!” I close my locker, “Also, I'm pretty sure she's straight. I'll see you later, Rainbow Dash.”

I know that she wants to talk about that some more, but I already know what she's going to say to me. “You never know.” “Tell her anyway, she'll understand.” Believe me, I've thought about it many times actually. She and I sit together in history class, and usually I can't pay attention because I'm always admiring her. It doesn't help that she always wears my favorite fragrance, and always positions herself in a way where I can see her curves perfectly.

She's torturing me. She knows it too. She has to.

I step outside, where I see Rarity leaning against the ruined statue waiting for me. It's a good thing the portal to Equestria isn't open, otherwise she'd fall right through. She can be rather clumsy like that, and her luck is terrible at times. We all tend to get a good laugh out of that, but more often than not she ends up in really arousing positions that make me feel really hot.

She notices me before I can say anything, and immediately waves happily. She's always so happy to see me. That's the main reason I don't tell Rarity how I feel. She doesn't seem like the type who would really hang out with me, but when I started coming to Canterlot High two years ago she just, I don't know, started clinging to me. At first I was apprehensive. I mean, she was the kind of girl who used to make fun of me back in middle school, and here was that arch-type immediately running up to me and claiming that she wanted to be my friend.

I tried to avoid her for a long time, but she was persistent, which on one hand made me even more suspicious of her ulterior motive, but also made me wonder if she was telling the truth. It wasn't until the Fall Formal where Sunset beat her that I learned the truth. She was humiliated on stage, and while everyone one knew it was Sunset Shimmer, they couldn't prove anything. I hated Sunset for what she did to Rarity.

But at the same time, I had to thank her, because she put things into perspective for me. Sunset was the kind of girl that made fun of me, down to a tee. Rarity on the other hand was that kind of girl, only a nice version. That day was special for me, because on that day Rarity cried in my arms, and we were friends ever since.

I wave to Rarity and walk over to her, “H-hello Rarity. I hope I didn't keep you waiting long.”

“Not at all, darling,” Rarity says waving it off, “Actually, I just got here myself. Ready to go then?”

“Sure,” I say smiling. Even though she drives me absolutely crazy with how she makes me feel, I do love being hear her. She's a constant reminder that there are genuinely good people out there.

The walk to Rarity's place isn't a quiet one. It never is with Rarity. She's one of those people who can talk at length for hours nonstop. Everyone else gets annoyed with her when she does that, but personally I love that about her. I just love the sound of her voice, and if this means I can listen to it for even longer, then that's fine.

Besides, I don't talk much myself anyway. I think a lot, but I don't talk much.

“Ugh, I can't believe those boys! You know, one time I received a note from one of them asking if I wanted to meet them behind the school “for a good time”. What is it with boys assuming that girls like me are easy? I mean, yes I carry myself in a certain manner that might suggest that I'm like that, but truly I'm much more modest than people think. Modesty is important for a lady after all. You understand what I mean, right Fluttershy?” I was about to say something, but as usual when she's on one of her rants she just kept going, “Of course you understand. You and I have a lot in common like that, don't we? Oh, listen to me, going on and on like this. You must be absolutely sick of me. I know I'd get tired of hearing my own voice after a while-”

And now she's going on about how she needs to stop talking. It might seem like I'm letting her push me around sometimes, but she needs this. Her mind is going twenty-four seven, so she needs to be able to filter out her head.

Me, I just meditate.

Well, here we are, Rarity's house. It doubles as a shop owned by her mother, but these days Rarity sort of took over managing it. Almost all of the dresses on display are ones she made.

“We'll have the whole place to ourselves,” Rarity says taking my hand, “Shall we, darling?”

Oh, she chooses now to stop talking?! She's looking me in the eyes with that lovely smile of hers. It's taking me all the self control I have to not just pull her in and kiss her right now.

Instead I nod quickly, knowing how badly I'm blushing. Rarity giggles and escorts me into the shop. She takes me to her work room, which despite how clean she is on a regular basis, this room is a tornado. She calls it “ordered chaos”.

I call it “an absolute mess”.

“Finally I can take these off,” Rarity says walking off to a nearby bathroom and taking off her contact lenses, “After a while these just make my eyes feel funny. Do you have anything like that yourself, Fluttershy?”

“W-what do you mean?” I ask nervously.

“You know, something that you just can't do, no matter what anyone tells you because it makes you feel uncomfortable, even if it's for your own good?”

“Um… it's a little embarrassing,” I say blushing, “But… I guess that's similar to-”

Oh… fuck! How could I forget that?! This is even worse than I thought! I'm going to be trying on dresses, in front of my crush…

And I'm not wearing a bra!

“Fluttershy?” Rarity calls out from the bathroom, “Similar to what, darling?”

I'm… going… to die! You have no idea how embarrassed I am right now! My face feels like it's on fire. Before I know it, my nipples harden, and are now poking out of my white shirt. I quickly cover my chest and turn away.

“Um… well… I uh…” I can't speak anymore. I think I forgot how to speak. That tends to happen a lot actually.

“Fluttershy, what's wrong?” Rarity asks, stepping out of the bathroom now wearing her fancy red glasses, “Oh dear, you look like you're about to have a panic attack!” she runs over to me and puts her hands on my shoulders, “Look at me, darling. What has you so upset?”

“It's… too… I mean… I can't…” tears are starting to well up in my eyes. I have no idea what to do. I'm backed against a corner basically, in probably the worst situation I could be in.

“Shh… calm down darling,” Rarity says lightly cupping my cheek, “You can tell me. Remember, I'll never judge you.”

“W-well… you see, I…” I close my eyes tightly, “Ihatewearingbras!”

Rarity is silent for a few seconds, and I'm afraid that she's turned off. I didn't have a chance before, but now my friendship with her is probably-

She's laughing? She's actually laughing?

“I see, that certainly explains a lot,” Rarity says through her laughter, “I was always meaning to ask you about that, but I didn't want to put you on the spot. I suppose I wasn't really thinking before I asked you to do this, was I?”

“You're… not turned off?” I ask her, “You don't think… I'm… improper or anything?”

“Are you kidding? I absolutely hate wearing bras!” Rarity admits, “Sadly though, I lack the courage to just go bare chested as it were. If I did, I'd probably get such looks. I'm very, er… sensitive around my chest if you get what I mean.”

Oh. Oh! I get what she's telling me! Yeah… that would be a problem. Mind you, I'm pretty sensitive there too, but I'm so used to it now, it only affects me when someone touches them.

“You don't have to worry,” Rarity says, “If you want, I can turn away when you change dresses. This is usually a no modesty zone, but for you I can make an exception. I might need to adjust a few hems though.”

“That's fine,” I say nodding, “And um… I appreciate it. I get really nervous being seen naked.”

Rarity giggles, “I understand. You don't have to hide anything from me though,” she brushes a strand of my hair aside, “No matter what you tell me, I'll understand.”

Would she? Wait, is she telling me… No way! There's no way she's actually.

The first dress she hands me is one that doesn't really go with my complexion and hair color. It's a blue and black piece, one that makes me look almost like an evil enchantress.

“Um… what sort of outfit is this…?” I ask Rarity looking in the mirror.

“It's something that Vice-Principal Luna asked for,” Rarity says walking around me examining it, “She's into gothic fashion like this, and wants something like this for Friday.”

“I didn't know you worked with Vice-Principal Luna.”

“She and Principal Celestia come here a lot,” Rarity stands behind me, and places her hands on my waist, “That hugs your waist nicely. How does it feel, Fluttershy? Can you breathe?”

With you touching me like this, taking my breath away? Barely.

“Um… y-yes,” I say, hiding behind my hair so she won't see me blushing, “It's fine actually.”

“Wonderful!” Rarity rushes off grabs another dress, “Now, let's try this one. This is for Sunset Shimmer actually, so don't be too surprised by… well you'll see.”

That was scary to hear, not going to lie. Still, she knows what she's doing. As such, I switch to this sexy red pencil dress. It hugs my curves even more than the last one, but has built in support for my breasts, so that's nice. The thing that catches me off guard though is the left side of the dress is open, putting my entire leg on display.

This is what she was talking about. Yeah… I'm dying a little inside wearing this.

“I like that…” Rarity says walking around me, “I like that a lot… Fluttershy, could you hold your leg out a little more? I need to see something.”

I do so, my heart racing when I feel how much of my leg is showing through the dress. Rarity's face scrunches up a bit.

“Mm hm, I was afraid of that. I'm going to have to adjust that. Don't move from that position.”

Rarity rushes off, and then comes back with a sewing needle and a few pins. With my leg still out, she adjusts the slit closing it a bit. I close my eyes, trying my hardest not to tremble, but her hands are so close to my leg.

“There. That looks so much better,” Rarity says, “You have very pretty legs, Fluttershy.”

“Oh, uh… thank… you…?” I say/ask. Where did that come from?

“Before we switch, can I maybe… see something?” Rarity asks me. I nod, and she rushes off, coming back with a pair of red stiletto heels, “Try these on.”

“O-okay…” I say, slowly placing my feet in the red shoes. I'm surprised to see how different my legs look wearing those shoes. I look at myself in the mirror, and honestly, I'm shocked. I look so… sexy. I even feel different.

Rarity is silent behind me, looking me up and down. I wonder what she's thinking. Does she think I'm sexy too? I wonder why she won't say anything.

“Now, onto the final piece!” Rarity says suddenly, snapping me out of my daze. I'm not going to lie, part of me is actually disappointed to change outfits, but she hands me a green and yellow piece next.

“This one I'm making for someone really special,” Rarity says, “There are shoes that go with this too. Put this on while I get the shoes, okay?”

“S-sure,” I say. Rarity smiles at me before walking out of the room. I slowly take off the red dress, replacing it with the new green and yellow dress. I thought the last one looked great on me, but this one actually looks nice and matches me. The front of the dress is open showing off my legs, which is embarrassing but somehow it looks nice. The top of the dress has support for my breasts, pushing them up a bit, and it hugs my waist perfectly.

It's sexy, but more in the vein of something I'd actually wear. I feel almost like a fairy princess.

Rarity's still not back, so I turn around to see the whole dress. I know I should be careful, but I can't help myself, so I decide to dance around a bit in it, watching myself in the mirror as I pose.

“Oh my…” I hear Rarity say behind me. I squeal in shock and turn to face Rarity, hugging my chest.

“I'm sorry!” I say immediately, “I don't know what came over me! I just felt like moving, so I-”

“I-it's fine,” Rarity says smiling, “You look… even better than I imagined. Um, I have the shoes.”

I nod, watching Rarity as she runs in and gives me the matching shoes, which are golden heeled sandles. Now I really look like a fairy princess. Whoever this dress belongs to is so lucky. I just love these sort of fashions.

After tying the laces all up my legs, Rarity rises and stands behind me, running her hands on the dress, and my body. It's such an intimate gesture, and my heart is beating out of my chest.

“You look so beautiful in this dress,” Rarity says softly.

“T-thank you…” I say, blushing but this time not hiding behind my hair. Something about Rarity is a little odd right now.

“This is something I've been working on for a while actually. Tell me darling, do you… like it?”

What can I say? I have to be honest with her. Actually, all of a sudden I feel a little bolder than usual. Maybe I'm still not down from the high the last dress gave me.

“Honestly, I'm jealous of whoever this dress belongs too,” I say, “It fits me so perfectly. Rarity… this is your best piece yet.”

“If you like it so much…” Rarity embraces me from behind, taking my hands into her own, “why don't you keep it?”

I'm sorry, what did she say?

“K-keep it…?” I ask her, looking at her in the mirror. She's smiling, but her eyes are closed, and if I didn't know better, I'd say she's… blushing.

“I made this for a special friend,” Rarity says, “Someone who I think is absolutely the most amazing person in the world. She's kind, soft spoken, she listens to me whenever I go on my long winded rants, she's very shy, and I'm pretty sure that she has a crush on me.”

Fluttershy.EXE has stopped functioning. Please close the program and restart.

“She thinks I'm unaware of how she looks at me. The way she breathes in whenever I'm close to her. The way her eyes linger on my lips when I talk. How she stares at me in history class, looking at my curves,” Rarity hugs me tightly and giggles, “Funny story. This one time, I wanted to know what would happen if I ate a banana in front of her. I took my time with it, making sure it was the sexiest show anyone had ever seen. With how she froze, I think she liked it.”

Holy… shitaki mushrooms this is happening, isn't it? It's actually actually happening.

“I was getting a little impatient though, waiting for her to come out and tell me how she feels, so I came up with a little plan,” Rarity continues, “It's rather genius actually. I bring her over to my shop, knowing full well that she never wears a bra mind you, and asked her to try on a few dresses. Not only does she help me, but I get her right. Where. I. Wanted her. From there, once I'm sure that she's getting into it, I give her the final dress. One that I had every intention to give to her anyway. All of this, so I could ask her a single question.”

“W-w-what's that…?” Rarity gets close to my ear.

“What's taking you so long, Fluttershy?”

She knows. She's known all this time, apparently. All this time, was she actually flirting with me? I feel like I should be upset for her deceiving me like this, but then again, she did need help with a few dresses. Besides…

Rarity is too hot for me to be angry at right now.

“I… I…”

“Whatever you want to do, just do it,” Rarity says, “Remember, this is a no modesty zone. I should tell you, in here, the client is in control of what happens. That, Fluttershy, means you.”

I can't say it. Even if she knows, I can't say it. I think I forgot how to speak again. So instead of telling her how I feel, I'll show her.

So I quickly turn around, grab her by the wrists, and press my lips against hers. After a few seconds, we open our mouths, and just like in my fantasy I force my tongue into her mouth, letting it meet hers in a passionate dance. My body feels like it's on fire right now, but I can't stop. I won't stop. Not until I'm sure she understands exactly what I'm trying to say.

After a few minutes, our lips part and we look into each others eyes. The roles have somehow been reversed. Right now, she looks so sensitive, and helpless. It's almost exactly how I envisioned it. Before I know it, I'm smiling, brighter than I've ever smiled in my life.

“Can I ask you something?” I ask, surprised by how bold my voice is right now.

“You… may…” Rarity says, breathing heavily.

“Do you have a date to the dance on Friday?”

“I was hoping… that you would ask me.”

I smile, lead Rarity to the nearest wall, and hold her there gazing into her eyes.

“Well, what if instead of asking, I request that you come to the dance with me?”

Where is all of this coming from? Why do I feel so powerful right now? Why am I so bold?

Rarity smiles softly, still breathing heavily, “I suppose… I'd have no choice then… considering the position I'm in.”

“Oh Rarity…” I lean in close, prepared for another kiss, “What do you do to me?”

“The same thing I always strive to do for people. Bring out their true beauty.”

No more words need to be said. We kiss again, this time our fingers locked together as we make out. Sadly, tomorrow I'm probably going to go right back to being the shy girl, afraid to speak out as to not hurt anyone. I'll still be too embarrassed to get changed in the locker room, even though I still have no intentions of wearing a bra anytime soon. Rarity, for her part, will go back to being the flirtatious chatter box she always is, annoying everyone besides me with how everything she does is just etched in sex appeal, talking about things that no one besides herself really cares about, and everyone will think that it's strange that the most popular girl in school is friends with the shyest girl.

But now, behind closed doors, the roles can be reversed. Here, Rarity is mine to hold, kiss, and anything else we decide to do. As for me, I'm strong, confident, and not afraid to show my feelings.

Thank you Rarity.

Thank you for bringing out the best in me.

Author's Notes:

Happy Birthday VampDash! Hope you like it!