The sunlight slowly crept through the drapes in Fluttershy's bedroom. She slightly opened her eyelids while she lied in bed crawled up under a thick blanket. She let out a heavy sigh thinking about the nightmares that had been haunting her for far too long. They all play out the same, Fluttershy confesses her feelings to her true love and gets turned down. She gets yelled at. Gets told how disgusting and revolting her feelings are. Some nights she wakes up crying or screaming. Staying up all night in fear of having the same nightmare.

It has been like this for a couple of weeks now. Fluttershy is quite used to it by now. She climbs out of bed and starts stepping downstairs to her kitchen. Walking past her bathroom. Not bothering with fixing up her mane as she wasn't planning on leaving her cabin today anyway. She puts a pot of tea on the stove and walks into her living room dropping herself onto the couch.

After a few minutes Fluttershy could hear a loud knocking coming from her door. "Who could that be so early in the morning.." she says to herself. slowly trotting towards the door she looks through the door hole. A blue pegasus with a rainbow mane can be seen standing on the other side. "Are you Awake Shy? I haven't seen you in days!" The pegasus said pushing her face into the door.

"Maybe I should just pretend I'm asleep.." she thought to herself for a moment until a voice inside her spoke up. "Hey that's not fair, Rainbow hasn't done anything to deserve that!" She opened the door and greeted her friend. "Hello Rainbow Dash, I haven't seen you in a while" she said with a weak smile. "Of course you haven't! You have been holed up inside this shack for weeks now." Rainbow said. Fluttershy looked down at the ground "I'm sorry it's just.. there has been alot on my mind lately."

It was at that moment that dash noticed how worn-out her friend looked. Her mane was a mess. She had heavy bags under her eyes and yawned constantly. Dash sighed. "Nightmares again?" Fluttershy merely nodded. "You really need to stop torturing yourself like this. You know you can talk to me about anything right?" Rainbow said with a look of concern on her face.

"Yes.." Fluttershy whispered. A few months had passed since Fluttershy came to Rainbow's house in the middle of the night crying.

It was storming heavily outside that night while Rainbow Dash was lying in her bed fashioned out of clouds. There were no ponies in the sky nor on the ground as the heavy downpour continued. The sound of rain tapping the roof of her cloud home was keeping her awake all night. She tossed and turned under the covers trying to find a spot comfortable enough for her to fall asleep in.

Suddenly a knock was heard on the door. "WHO in the wide world of Equestria visits at this hour!?" she thought to herself. She climbed out of her bed and opened the door. A yellow pegasus with a pink mane stood on the other side. Completely wet from the rain. She was crying softly as she looked the blue pegasus in the eyes. "I-I-I.. need someone to talk to.." the yellow mare said as water dripped onto the carpet of Rainbow's house from her mane.

Rainbow observed the scene in front of her for a while before realising who was standing in the rain. "Fluttershy! are you crazy? You can't fly in this storm! You could have been struck by lightning or blown into a mountain or!" She calmed down looking at the pegasus "Come in" she said opening the door further and inviting her friend in.

Fluttershy sat on Rainbow's couch a while before her friend walked in. Carrying a blanket in her mouth and a tray with tea on her back. "Why did you fly here through the storm?" Rainbow asked in a confused tone as she laid the blanket over her friend. Fluttershy swallowed all of her fears and doubts and spoke up "R-R-Rainbow w-would you still be my friend if I was a fillyfooler?" she managed to stutter still quivering from the cold rain.

Rainbow's eyes filled with tears as she dropped the tray she was carrying and ran to Fluttershy grabbing her into a tight hug. "Fluttershy you're my best friend. I've known you since we were foals. Nothing you can ever say or do will change that."

Fluttershy sat up against Rainbow for the rest of the night. Pouring all of her sadness out as her friend comforted her.

Fluttershy offered rainbow a seat. "Would you like some tea?" she said walking towards her stove.

"Sure shy.. I'm really worried about you. Its nothing like you to stay inside." Rainbow said still bearing the same look of concern on her face.

Fluttershy walked into the living room carefully holding a tray of warm tea and cookies. "I'm fine really.." she said bearing the most obvious fake smile Dash had ever seen.

"Shy.. I know something is bothering you. You're a terrible liar and it's got to be something big if it has got you holed inside for this long. You can tell me anything and I won't judge you remember?"

Fluttershy gave up and let out a big sigh as she sat down next to Rainbow. "Remember what I told you a couple of months ago?" Fluttershy asked.

"It's not something you easily forget." Dash said with a caring smile.

"Well.. I think I might have feelings for somepony." she said hiding her face behind her mane.

"That's no reason to be sad shy. In fact, you should be happy." Rainbow said giving a confused look.

Fluttershy thought about how to tell Rainbow who she was crushing on. She even doubted if she would tell her at all but then Rainbow's words echoed in her mind. "You can tell me anything and I wont judge you." With new found confidence she raised her head and looked Rainbow straight in the eyes for the first time since her friend had entered her home.

"It's not that simple I'm afraid.." she said with a small smile talking just as quiet as ever but with a tone of determination in her voice.

"Is it somepony I know?" Dash asked putting a hoof over Fluttershy's shoulder in the hope of giving her some confidence.

"Yes.. I'm pretty sure you know her." Fluttershy said giggling slightly.

"Well come on! Who is it!" Rainbow Dash said shaking with anticipation.

"It's... it's..." Fluttershy looked over to Rainbow and saw her friend look at her with eyes that said I'm here for you. she swallowed all of her pride one more time and said "It's"

Back in Ponyville everypony was busy with their daily chores. The streets were filled with happy ponies out shopping for groceries or visiting their friends. The faint smell of cupcakes came from Sugarcube Corner and the sound of birds chirping filled the air. Rarity was inside her boutique still working on a large order of dresses she had received from Manehattan. She had received this order on short notice so she had to stay up all night working if she wanted to have any hope of completing it in time. She had been low on money lately and had to take extra orders to be able to pay the rent, pay for her and Sweetie belle's food and buy fabric to make her dresses.

She wiped the drops of sweat from her forehead and looked up at the pony shaped mannequin in front of her. "That's number twelve, three more to go" she said exhausted from the work and a lack of sleep. She pushed the dress aside and rode a new mannequin into the spot. Starting the same process she had completed a dozen times already. It was dull work to make the same dress multiple times but she didn't want to turn down any work.

After an hour or so she was halfway done with the dress. She looked outside and noticed what a beautiful day it was. She felt the urge to go visit one of her friends. She could always go to Twilight or Fluttershy. She loved each and everyone of her friends dearly but always felt a closer connection to those two.

"But ALAS! I am stuck here working." She said in a melodramatic tone.

"Speaking of which, where has Fluttershy been lately!" She thought to herself.

Its been almost two weeks since their last spa visit. Rarity was often busy working on one of her projects so she didn't have a lot of time to spend with her friends. She took great pleasure in using the little time she had to spend with Fluttershy going to the spa where they could relax and catch up.

Rarity was sitting in the spa's waiting room. Looking around the room she absorbed the calm and luxurious atmosphere. The walls of the place were made out of cream white stone. Blue and pruple drapes hung from the ceiling and several exotic plants sat in beautiful vases around the room. Lotus, one of the twins working at the spa walked in after a while.

"Good afternoon Rarity, how can we help our favourite customer today?" she asked with a smile.

"Oh I'm just waiting for my friend to arrive, thank you." Rarity said smiling a bit at Lotus and returning her gaze to the spa's entrance.

"That is quite al right. You can ring the bell when you are ready."

After a few more minutes the sound of rushing hooves could be heard from outside the entrance and a yellow pegasus came running in with a worried look on her face. "I'm so sorry I'm late Rarity. Angel was feeling a bit under the weather so I had to make him some medicine. Can you forgive me?" She asked looking down at the ground.

"Don't be ridiculous dear. You are not that late. Besides, I could never be mad at you" she said smiling at Fluttershy.

"T-t-thank you Rarity" she said blushing slightly.

"No need to thank me nor apologize, were friends." she said walking over to the counter and ringing the bell. Aloe came walking in behind the counter and greeted her loyal customer and her friend.

"Good afternoon Rarity so good to see you, and you to Miss Fluttershy. Any specifics on your treatment?"

"The usual." Rarity said.

"Of course, right this way." she signalled.

Fluttershy stood there looking at Rarity for a while "She's really pretty.." she thought to herself. Her eyes wondered over Rarity's body closely admiring her form. "Woah Woah, calm down Fluttershy, she's your friend, its not fair to her to think like that." She thought to herself.

Rarity walked with Aloe for a while before she noticed Fluttershy still standing in the back. "Come on Fluttershy, they are waiting for us." she said with a smile. Fluttershy was just as her name indicated very shy and Rarity always thought it was very endearing.

"OH! Of course.. she said trotting over to Rarity's side. Rarity noticed Fluttershy was blushing slightly but thought nothing of it.

After pacing through a couple of beautifully decorated hallways they reached a room with two massage tables. The floor was made of cobblestone and the wooden walls were decorated with several hanging plants. Lotus walked in and welcomed the two.

"There you two are, lay yourselves down on the table and get comfortable. We'll be back in a little while. Aloe and Lotus left the room.

After a couple of hours they had received pretty much every treatment the spa had to offer. Fluttershy had not felt so rejuvenated in quite a while and they were moved to the bathing room. Fluttershy had spent every minute on the massage table fighting these thoughts about Rarity, blushing slightly every time. "Why can't i just get this out of my head!" she thought.

They entered a large room completely filled with a bath the size of a small swimming pool. The bath was filled with herbs and flowers that filled the room with the most relaxing aroma Fluttershy had ever smelled. Fluttershy got in the bath first. Lowering herself slowly into the steaming water and letting out a long "aaaahhh" in joy.

Second was Rarity who did the same. She dipped her head underwater and emerged with a smile. Water jumping around, sparkling in the moonlight that was shining trough the windows. Fluttershy looked over at Rarity and felt the blood spike in her cheeks. "OH CELESTIA, Rarity looks amazing with a wet mane" Luckily, Rarity didn't notice the shining red forming in Fluttershy's face.

Rarity slowly lowered herself up to her shoulders into the steaming water. "Thank you for joining me today Fluttershy, these spa visits are the only thing getting me through the week." she said smiling.

"Dammit Fluttershy pull yourself together. You can ask her out someday but not now! You don't even know if she likes mares that way." she snapped at herself. "Oh, of course Rarity, I love spending time with you.." she whimpered in a quiet tone.

Both mares got out of the bath and dried themselves. They could hear the twins in the back. "Thank you for coming! have a nice evening!" As they entered outside Fluttershy realized exactly how late at night it was.

Fluttershy had almost gathered the courage to ask Rarity if she wanted to go out sometime when she got interrupted.

"Thanks again for coming Fluttershy, I will see you soon I have to prepare for my date tonight!" she said beaming.

Fluttershy looked up at Rarity and to her surprise managed to speak. "Date?.."

"Oh yes, he is the stallion of my dreams!" she said with a grin on her face. "And don't worry I'll find a colt for you someday." she said smiling at her friend. "Bye Fluttershy!" she yelled as she walked away.

Fluttershy just stood there staring. Staring at the spot where her friend who she was madly in love with had just broken her heart. Not only did she make it clear that she was attracted to colts she also thought Fluttershy did the same. Tears started to run down Fluttershy's cheeks as she ran to her cabin as fast as her legs could take her.

Rarity had finally finished her order and was ready to drop down and fall asleep right in the middle of her shop when the doorbell rang. "GAH!" she raged with her hooves swinging in the air. She opened the door and saw a police pony with a large moustache standing in the door opening with a very sad Sweetie Belle standing right behind him.

"Madam is this your sister?" the pony asked taking a step to the left revealing the sad little filly.

"Yes.. what is this about?" she asked in a nervous yet curious tone.

"This filly and her two friends decided it was a good idea to fire a.. "Party cannon" near a construction site." he said face-hooving at the very thought of such a thing. "lets cut to the chase. A lot of damage was done to the site which will have to be compensated for." he said as he handed a fine to Rarity.

Her face suddenly filled with sadness as she looked at the huge number printed on the fine before her.

"I hope you learned your lesson little filly." he said to Sweetie Belle. " Have a nice evening madam."

As the police cars rode off the flashing lights left with them. leaving a silent, wet and crying filly in the rain looking up at Rarity.

"I'm so sorry big sister.." she said sobbing.

Rarity stood there looking at the fine and her little sister as tears poured from her eyes. "Sweetie Belle.. WHAT WERE YOU THINKING!" she yelled at the filly who's crying only got worse as she tried to speak.

"W-We thought we could be cutie mark crusader cannoneers.." she sobbed.

"I CANT AFFORD THIS KIND OF FINE! WE ARE LOW ON MONEY AS IT IS! I have been working twice as much lately to be able to keep us in this home! and now you only make it worse!" she was still yelling if only a bit softer.

"Please don't yell at me big sister. You know I can't handle yelling.." she said still crying.

"This will cause us so much trouble. Ever since the accident I've been struggling to keep us fed. To keep us in a home!" then suddenly the room fell silent and tears poured down rarity's eyes like waterfalls. suddenly all the feelings came back to her.
That feeling.. she felt so hopeless so helpless and knew that Sweetie was feeling the exact same thing as she looked at her little sister who was crying so much that she had almost ran out of tears.

She walked up to her sister and hugged her. "I'm so sorry I yelled at you Sweetie.." she said sobbing "T-T-That's ok big sister.." Sweetie's throat was worn out from crying and was having trouble uttering the smallest words. Rarity sat down on her haunches next to Sweetie Belle. "Don't you ever forget that we still have each other." she said to her little sister as she hugged her tightly.

"I know Rarity, I love you"

"I love you too little sister"

(author's note: Well, writing this chapter was an interesting experience. This story is going to be my first of hopefully many fan fictions. I honestly don't know if its any good but you know what they say: The artist works only to please himself. But nonetheless it would mean the world to me if you could rate this and leave a nice comment. If this story means something good to at least one person than it's a success in my eyes.

This is the revamped version of chapter 1. My friend helped me improve the grammar and choice of words. I do hope that anyone that read this chapter before the changes considers to re-read it. )