A Great and Powerful unicorn stood atop a hill overlooking a familiar town. Her icy white mane and star-speckled purple cloak waved freely in the wind while her deep blue coat shimmered in the moonlight. Several years ago when she first came to this town, this proud pony was forced to come to terms with a disturbing fact: there were other unicorns like her, talented in using magic in general rather than for one specific purpose. Even so, she was determined to retain her status as the best. After several years of honing her magical skills and searching the forest for an Ursa Minor to vanquish, she had decided that if she couldn't find one, then vanquishing Twilight Sparkle would be an equal-if not better-accomplishment to prove her greatness. If she managed to defeat the one who defeated the Ursa then no one would be able to question her again, or so she convinced herself.

With a hoof, she brushed a few strands of mane out of her face as the light breeze continued to blow through. It was a cool and crisp summer's night, the moon and the stars brightly illuminating the trail into town. She started down the hill at a slow trot, her narrowed eyes burning into the distant buildings. Her heart was racing as she approached the town as she passed the city walls and made her way through the quiet streets . Stopping in the middle of the silent Town Square, she wondered; would it be best to call Twilight out into the open? Drawing a crowd to witness her fall?

She looked up at all the dark windows, at second story rooms where ponies must be sleeping. She realized that mares, stallions, and foals alike would be startled and their eyes would take to the streets. Her heartbeat slowed back to a normal pace as she imagined the fear and destruction that could potentially erupt from a conflict with a mare like Twilight, and how innocent bystanders could wind up getting hurt. She coughed and stamped a hoof, rolling her eyes at the weak-minded thoughts. Doing so, she caught a glimpse of the night's unusually bright stars. Despite her intentions, she couldn't help but time to look up and admire their beauty. Living in Manehatten, the stars were never so clearly visible through the thick air polluted by several large factories and endless city lights. Seeing them so clearly struck her heart in a way she couldn't explain.

She was humbled.

Trixie gazed into the sky, her eyes shifting between each twinkling star. Her mind became absent of thought as the bright lights overhead shone down. She couldn't help but feel that there was something more to this crystal clear night sky than the crisp and clean country air. The stars continued glimmering and shining brightly, like they were attempting to convey some sort of pattern or message. A subtle voice lingered in the back of Trixie's head - something vaguely familiar, yet unrecognizable. Her mind was racing, desperately trying to deduce what was happening. A warm sensation washed over her as she continued to stare, as if the stars themselves were whisking away the pent-up anger and frustration in her heart.

Suddenly her motives began to slip away, and for the first time she could recall, she found herself questioning her intentions. Grinding her teeth, her hard exterior shell begin to crack, and a few tear drops trickled to the dirt road as she hung her head. The thought that she had been wasting her life had been lingering in the back of her mind for quite some time now. However, proving herself to everyone, being a show-pony, creating spells - these things were all she knew. She looked back towards town. She had thought that something had to be done, but maybe not. What was there to gain other than more self-proclaimed greatness?

Was it all worth it? she wondered.

Trixie once again found herself looking down at an entire town with an all-too-familiar disdainful glare. She turned back around and trudged down the road towards the edge of the forest with starlight gleaming in her watery eyes. Although she'd never admit it, she was lonely and ashamed. This life she chose to live was getting her nowhere fast. She knew something had to change, but didn't know where to even begin. She had abandoned her spot performing in Manehatten, and her stage was stranded a kilometer down the trail into the Everfree forest with a broken wheel.

"Trixie, Trixie, Trixie. What have you gotten yourself into this time? Has the Great and Powerful Trixie really been reduced to taking shelter in a forest, alone and without ponies to grovel at her hooves?" The unicorn asked aloud, her eyes staring at her hooves as she wobbly cantered down the trail.

Spotting a grassy clearing just outside the forest entrance, she veered off her trail, collapsing onto her stomach and stretching out her hooves as she huffed into the grass.

"Um, excuse me? I don't mean to bother you, miss, but... are you okay?" An unfamiliar voice sounded. A quiet yellow pegasus tentatively stood at the edge of the clearing, keeping a safe distance.

"Have you come to further degrade the Lost and Powerless Trixie?" The self-pitying unicorn asked, her words flat and forced as she glanced up distrustfully towards the recoiling pegasus.

With a couple of deep breaths, Fluttershy looked over her shoulder at the safety of her home. Oh boy, I should go... I should definitely go... but she might need my help. I should say something... or just go... What would Twilight want me to do?

The easily annoyed unicorn stood back up and trotted towards the nervous pegasus. She circled the now terrified pony, her horn glowing. "What, Trixie doesn't even deserve an answer to her question? Is that it?!"

Fluttershy lowered her ears and gave off a light squeak. Trixie loomed over her, harshly peering down into her eyes with a spiteful stare. Fluttershy began to break down, her lip quivering and her wide eyes filling with tears.

Oh Trixie... What are you doing? Her horn dimmed and she stepped back, a deep breath forced from her chest.

"Trixie is... sorry. I didn't mean to scare you." Her words were sharp and insincere despite her genuine apology.

Fluttershy scurried backwards across the grass, distancing herself from the potential threat. The flustered unicorn then stamped her hoof in frustration.

"Why are you running away from Trixie?! I said I was sorry!"

The coy pegasus stopped despite her instincts telling her to run as fast as she could. Instead, she took a moment to look into the clearly upset unicorn's eyes. Behind the obvious pent up frustration and anger, she noticed something more; a hint of regret. Beyond that there was a deep and great depression residing beneath it all. The thoughtful yellow mare sighed and placed a hoof on her head. Fluttershy, you need to mare up and stop being such a baby. Twilight would be ashamed. I'm sure this pony could use some kindness and you're the one who should share it with her.

Fluttershy stood still other than the glimmer in her eyes. She scanned the ground as she pondered what to do. Right, I have to do the right thing.

Trixie had laid back down in the grass and was looking up at the stars, seemingly lost in thought. Fluttershy silently fluttered over to the unicorn, then stood directly above her, looking straight down into her eyes.

"Oh, you again..." The harsh unicorn once again failed to control her sharp tongue, breaking off a chunk of Fluttershy's courage.

"Yes, I don't mean to disturb you, but you're laying in my garden, which is completely okay, but if you get cold or hungry or tired, you can come into my house. That is, if you want to. I won't mind at all. I'd just hate for you to get sick." Fluttershy blushed and smiled, her heart racing and a bead of sweat forming on her brow.

As Trixie opened her mouth to speak, Fluttershy quickly galloped back into her house, shutting the door behind herself. She caught her breath and slowly slid down to the floor, her front hooves over her thumping chest.

Trixie rolled over and watched the strange mare subtly peeking at her through a window. She huffed and forcefully threw herself over, facing away from the cottage. Then she broke a smile.

Fluttershy continued to over-analyse all possible options as to how to deal with this mare appropriately, then went up to bed. She looked out her bedroom window, Trixie was still laying in the same spot staring up at the cloudless sky. She looked straight down at the ground then quickly took a few steps back after realizing how high up she was on the second floor.

"Do... do you think I should do something Angel Bunny?" She said as she glanced down at her already snoozing pet.

"You're right, maybe I should go talk to her."

Fluttershy trotted downstairs and out her door with her chest puffed out and a bright, confident smile. As she approached Trixie, her pace slowed from an upbeat trot to nervous tip-hoofing. The shy pegasus immediately noticed that the previous spite and anger was absent from the mare's eyes. Instead, she saw only loneliness. Trixie's still wet cheeks glistened in the starlight, and her breathing was slow but hard, as if each breath were being forced. She realized that Trixie hadn't noticed her and contemplated returning home and leaving the mare to her thoughts. Before that could happen Trixie rolled over on her side, and her eyes met Fluttershy's.

"Yellow pegasus, do you now wish for Trixie to leave your garden?"

A sigh of relief escaped when she wasn't met with a sharp or spiteful remark. Fluttershy looked down at the pony, who was shrouded in self pity. She began to tap the grass with her hoof and look off to each side, the right words not coming to mind. She knew what she wanted to say, but couldn't bring herself to form a sentence no matter how many times she rearranged the words in her mind. Instead of squeaking again, she closed her eyes and fell to her stomach, facing the teary-eyed unicorn.

"I'm the Great an... I mean, I'm Trixie, just Trixie, what's your name?"

"Fluttershy..."

"Flutter-shy you say? You're by far the most shy pony I've ever met and your name is... Fluttershy?"

Trixie rolled over on her back and began to lightly laugh, while Fluttershy's gentle smile twisted into a crooked frown. She blushed, her ears drooping as the mare continued to laugh and wiped away a mirthful tear.

"Oh my, I'm sorry Fluttershy, I don't know what came over me. I shouldn't laugh at you, I just..." Trixie choked up and her smile fell.

"That's okay, I'm just glad you're feeling better." She looked up into Trixie's eyes as her smile returned. "You know, I remember when you performed here in Ponyville, and I thought you were really great."

"You... you really think so? Not everypony would agree." Trixie regained a small amount of her ego as Fluttershy looked at her with familiar adoring eyes.

The modest pegasus nodded and smiled. "So, why are you out here anyway? Aren't you cold?" She fluffed her wings, keeping herself warm in the chilly night air.

Trixie shrugged and covered her eyes with a hoof as she let out a long, overdrawn sigh. "I'm just thinking about things. Ya know?"

Fluttershy smiled and nodded as the unicorn lifted her hoof and glanced over at her. "What are you thinking about?"

Trixie rolled over on her side again, facing the worrisome pegasus. "Well, I... I really don't know anymore. I came here to see Twilight Sparkle. After I left Ponyville all those years ago, she's always been in the back of my mind, like I need some kind of settling closure or something of the sort. She made me feel so weak, and I never really let it go."

Fluttershy easily related to the feeling of being overshadowed by somepony more talented. "Well, Twilight is Princess Celestia's magical prodigy after all. Did you know that?" The unsure pegasus looked down at her hooves as she stretched out in the grass, hoping she was being helpful.

Trixie looked down as well as mixed emotions of jealousy and depression filled her mind. "That explains her proficiency. I've only ever dreamed of having such a privilege."

"Twilight is amazing and really smart, she reads a lot of books and I bet if you read as many books as she did, you could have handled that Ursa too. You're very talented as well." Another encouraging smile shone brightly on Fluttershy's caring, moonlit face.

Trixie narrowed her eyebrows and held onto her stomach. Before Fluttershy could react, the grateful unicorn lunged towards her and tightly wrapped her forelegs around the most kind and considerate pony she had ever met. A vast torrent of emotions had been flooding Trixie's heart and mind for the past few hours, suppressed by her strong will. The first sincere, kind words she had heard in several years warmed her heart, her harsh bitterness usually preventing ponies from offering such kindness.

Trixie held onto Fluttershy and continued to cry into her shoulder, pent up depression and self-doubt finding their way out.

The pegasus patted her on the back with a hoof. "There there, you just let it all out."

Trixie bit her lower lip, trying to hold back the flow of tears. "Thank you so much Fluttershy."

"You're welcome Trixie, but um, what did I do?" The pegasus cocked her neck as the sobbing pony began to pull away from her.

Trixie looked into Fluttershy's eyes, glancing back and forth at each one with a troubled expression. "What did you do? You were nice to me. Ponies don't usually take well to my... personality. And I've been alone for a long time now, so I just can't thank you enough for being so kind. Especially considering I've done nothing to deserve this."

"Don't mention it, I know everypony needs to be shown a little kindness now and then." Fluttershy's soft smile and lightly twinkling eyes melted into Trixie's heart. "You look tired, Trixie. Do you want to come back to my house and get some sleep?"

"I'd like that... I think." The unicorn tentatively accepted the kind pegasus' offer, already feeling in her debt.

Fluttershy stood up and stretched. "If you need anything at all, just be sure to let me know."

"Thank you, Fluttershy." Trixie coyly looked up with lowered ears, once again taken aback by Fluttershy's helpful nature.

The kind mare smiled and nodded, leading the unicorn back towards her house. Trixie followed her new friend, admiring each of her striking characteristics. In all her time performing, she knew she had never been able inspire feelings of awe and humility like the ones she was feeling right now. Fluttershy had amazed her beyond all expectations, simply by being herself. The Great and Powerful unicorn recalled the challenge she had issued in this town so many years ago, that anything anypony in Ponyville could do, she could do better. But Trixie realized that there was no way to top what Fluttershy had just done, as simple as it may have been. Suddenly a realization hit her like a bale of hay, and everything she had ever been sure of, everything she knew about life, was turned upside down.

"Thank you again Fluttershy, for all of this. I don't know what I'd have done without you."

The pegasus wrapped a wing around her as they walked inside, leading her upstairs to the bedroom. "You're welcome Trixie, now go ahead and get some sleep okay?"

"But where will you sleep?"

"I'll sleep on my couch. I like sleeping down there." Fluttershy nudged the hesitant unicorn onto her bed and pulled the blanket over her with her teeth.

"Goodnight Trixie, sleep tight." Fluttershy trotted out of the room, shutting the door behind herself. With a sense of accomplishment, she puffed her chest out and fluttered down the stairs, then took a seat on her couch.

"I feel good about this. I think we did the right thing." Fluttershy said as she closed her eyes and smiled down at her groggy pet, who hopped towards the couch toting a blanket over his shoulder.

She gently fell onto her back and let out a deep breath, the long night having weighed in on her mind and body. Moments later, she peacefully drifted off to sleep with a snoozing bunny curled up in her tail.

Trixie sat up and looked around the room. It was nice, and modest. After taking in her surroundings, she fell forcefully down onto her back. She rolled over and faced the door, silently begging Fluttershy to come back upstairs, if only to stifle the growing sense of loneliness she had grown so accustomed to. She grabbed an extra pillow and hugged onto it tightly, squeezing it up against her aching chest. The sharp pangs of loneliness pierced her stomach as she once again fell asleep with nopony to hold onto her, a longing she had never realized she had.

As the sun rose, Fluttershy woke up bright and early. She trotted upstairs and opened the door to see a messy unicorn sound asleep and still tightly squeezing a pillow. The helpful pegasus decided to take this opportunity to head into town and gather some food and supplies. She quietly shut the door behind herself, then fluttered downstairs. Angel Bunny stood at the front door with his arms crossed, tapping his foot.

"Shh. Don't you worry. I know you don't like visitors, but she won't be here forever." Fluttershy explained, patting him on the head. "Now go on and eat your breakfast, it's on the table. I'll be back in a few minutes, okay?"

Angel widened a skeptical eye, then hopped into the kitchen. With a sigh of relief, Fluttershy slipped outside.

The cheerful mare smiled as she merrily fluttered down the trail to town. Upon arriving in Town Square, she saw Twilight Sparkle was doing some morning shopping as well. Fluttershy attempted to quietly trot past her unnoticed as the fact that she would have to explain her current guest entered her mind. Twilight immediately spotted the bright yellow pegasus and trotted up next to her.

"Good morning Fluttershy, what brings you here so early?" Twilight wore her brightest smile and gave her friend soft hug.

The shy yellow mare blushed and looked down.

Twilight raised an eyebrow as Fluttershy's eyes scoured the ground. "Are you alright? Is there something you need to talk about?"

Fluttershy simply shook her head, wishing that she had prepared for this encounter. She guessed that telling Twilight about Trixie wouldn't go over very well, but knew it needed to be done eventually.

Twilight shook her head and shrugged, more positive things on her mind. "So, I got a letter from Rarity today. She says she's doing great and that's she's made a lot of new friends. She misses all of us and wants us to go visit soon. Oh, and she also wished us a happy anniversary. Isn't that sweet? She remembered, even though this letter is a couple days late."

"That is sweet. I'm glad she's doing well," Fluttershy said, glad to be onto a new topic.

Twilight smiled and tilted her head to look into Fluttershy's eyes. She leaned in a gave her a sweet kiss on the muzzle. "Come stay with me tonight. We haven't been spending nearly enough time together, and I've missed you a lot lately."

The shy pegasus tentatively gulped. "I can't... I have things to attend to at home."

"Well then I'll go over to your place tonight. Spike'll be fine." Twilight smiled.

"I'm sorry Twilight, you just can't. Maybe tomorrow." Fluttershy looked away and grimaced, knowing her stubborn marefriend wouldn't let it go that easily, not with questions unanswered.

Twilight frowned, deciding it was now necessary to pry. "Alright, I need to know what's going on. What's got you acting so weird today?"

Fluttershy cringed and whimpered as she searched for the right words to say. She found it strangely difficult to lie to Twilight, no matter how many stories she quickly came up with in her mind.

"Well? Are you just gonna sit there and stare at me or tell me what's going on?" The quizzical unicorn stared down with distrustful eyes.

"I... um... You see, well..." Fluttershy choked up, tears welling up as she shied away under pressure.

"Out with it already!" Twilight immediately regretted yelling at her timid friend; she wasn't even sure where this anger was spawning from. "I'm really sorry Fluttershy, I didn't mean to yell, I've just had a long morning and it was wrong of me to take it out on you." The apologetic pony took a few steps forward and placed her hoof gently on the upset mare's shoulder.

Fluttershy took a moment to calm herself. She knew Twilight loved her and would accept the truth, and not only that: keeping it from her was wrong. "That's okay Twilight. I'm sorry I'm acting so... weird. I... I should probably tell you... You're not gonna like it, but... I'm letting Trixie stay with me until she gets back on her hooves."

"You're... what?! Have you lost your..." Twilight stopped herself from snapping a second time. "Fluttershy, please, Trixie might be dangerous. I don't want you around her, I don't want her to hurt you."

The shy pegasus didn't pay any mind to Twilight's warnings; she knew in her heart that Trixie wouldn't harm anyone. "I'll be careful Twilight, thanks."

"I don't like this at all Fluttershy. Honestly, I'm really not okay with it." Twilight stared into her eyes with a pleading gaze.

Fluttershy cringed. "I should really be getting back now, Twilight. Can we talk about this later please?"

Twilight let out an angry sigh. "Fine, I wouldn't want to keep you away from Trixie for too long, would I..." She promptly turned and trotted away.

Fluttershy winced under the stress, then continued to gather the things she needed before heading back. A few minutes later she arrived back at her home. Upon entering the meadow she was immediately greeted by Trixie, who had woken up to the sound of her friend closing the door behind herself earlier and was enjoying the nice morning outside.

"Well good morning." Trixie gave a mild smile, clearly in a better mood today. "I was just thinking - I wish there was something I could to do repay you. I really can't tell you how much this means to me. Staying in the forest by myself is hard sometimes."

"I'm just glad I could help." Fluttershy dipped her head with a smile.

Trixie was beginning to grow accustomed to Fluttershy's innocent yet reassuring smile.

"Here, let me help you with those bags." She trotted up to her helpful friend and gave her a tight hug, lifting the bags into an aura of magic.

"Okay Trixie, I can't breathe..." Fluttershy was reluctant to break her friend's embrace - this was the happiest she'd been so far - but she really couldn't breathe.

"I'm sorry Fluttershy, I didn't mean to..." Before she finished her sentence she was stopped by the sight of the pegasus smiling at her again. This time as she stood outside, the nature around her amplified the effects of her beautiful smile. There was a light breeze blowing through her mane, and her deep, turquoise eyes reflected the beautiful daylight as the soft sun warmly illuminated her pale yellow coat.

"That's okay, don't mention it," she murmured and eased her way past the awestruck mare.

The captivated unicorn lowered her eyes as the beautiful pegasus lightly trotted by. Her heart pounded in her chest, filling every inch of her body with reverberating pulses of pain. Trixie searched the depths of her heart and mind for an answer as to why she was feeling this way, but found only more questions.

Fluttershy noticed Trixie seemed to be lost in thought. "So, um, well... I was thinking. You're welcome to stay here until everything is going well for you again. You can stay even longer if you want, I don't mind."

Trixie snapped herself back to reality as she began to try and form a response to that statement. "I don't want to outstay my welcome Fluttershy, but I honestly have nowhere to go until I'm able to get back on my hooves anyway. I need a new stage, and probably a new act... So just let me know when you need me to leave and I will."

"So you'll stay?" Fluttershy's face brightened and her smile lit up the room.

"Are you saying you want me to stay? That it would make you happy?" Trixie was surprised to see her reaction, assuming that she would only have been a burden, but glad her friend didn't seem to think so.

The glad-to-help pegasus nodded at her enthusiastically. "I get lonely in here sometimes, I mean, sure, I have my pets to keep me company, but it's not the same as having another pony staying with you. I... I have a marefriend too, but she's usually busy with her research and experiments, so we don't spend a lot of time together anymore..."

"You get... lonely?" A feeling Trixie was all too familiar with.

"Sometimes. My friends don't often visit here, so unless I go out to see them, I'll usually spend my time here alone."

"Well that's a shame. Your marefriend is really missing out, you're such a pleasure to be around. I'll be happy to stay here, as long as I can help you out in return in some way." Trixie looked around the already nearly immaculately clean house. House cleaning wasn't an option.

"Sure! You can help me with the pets, but I wouldn't want to trouble you too much. You don't have to help me with anything, your company is payment enough for me." Fluttershy bashfully stamped the floor and looked down, thinking of something the two might enjoy doing together to pass the time.

"I will help you with anything you need, don't hesitate to ask!" Trixie happily trotted up to Fluttershy and gave her a sweet hug.

"Thanks Trixie..." The modest pegasus blushed, not used to receiving so much attention, especially from such a new face.

"Don't mention it Fluttershy." The helpful unicorn blushed as well and smiled while holding on to the sweetest little pony she'd ever met.

Trixie began to giggle, then laugh into her friend's shoulder. For no clear reason she began to laugh harder. Fluttershy smiled and pulled away from the hug. As she met her eyes, she noticed they were teared and she seemed to be caught between laughing and crying. The empathetic pegasus wiped her friend's tears away with a hoof and put on a wide smile. The blue mare had never been shown such kindness before, and she wasn't quite sure how to react. In a day, she had gone from being completely alone and estranged from everypony around her, to sharing a house with a pony who seemed to only care about making her happy and comfortable. She lost control of her emotions again and forced her face into Fluttershy's comfort.

"I don't get it, how can you be so nice?!" Trixie closed her eyes and squeezed tighter, never having been treated so well without feeling obligated to give anything in return.

Fluttershy's cheeks turned red and she searched for an answer to that question. Nothing in particular came to mind, so instead she decided to change the subject.

"You're welcome to stay here as long as you'd like Trixie, and don't worry about the ponies in town. They're not so bad, and I'm sure they'll all warm up to you as soon as you're ready to meet them." Fluttershy smiled and enjoyed the thought of another friend living in town. Ever since Rarity moved away to Canterlot and Applejack to Appleoosa, things hadn't been quite the same.

"I don't think the townsfolk would like it if they knew I was around." Trixie glared out Fluttershy's window.

Fluttershy giggled and stroked Trixie's mane. "Did you have any ideas for a new act? One that won't make ponies chase you out of town."

Trixie laughed. "Ha! No, I don't. I always thought that proving I was the best would make everypony love and respect me. But it doesn't - it never does. I don't know why I keep doing that."

"I can tell that you're really good at magic, and you know some amazing spells even though you don't use them in nice ways. I think maybe you should use your magic to make ponies happy instead of making them feel bad about themselves."

"How can I do that? I don't really know any spells to make ponies happy, and I don't have the means of learning new ones." Trixie nervously began trotting towards the couch.

Fluttershy thought for a moment, then raised her hoof. "I can get you some spell books if you want."

"Spell books? How?" Trixie sat down and scratched her chin with a puzzled expression.

"Twilight will have some in the library where she's staying. I can go borrow them and let you learn new spells." Feeling accomplished, Fluttershy joined Trixie on the couch.

"That would be great! I can't wait to get started, I've never had library access to spell books before, the Manehatten Library only lets ponies with special permission see them."

"That's strange, why?" Fluttershy asked with a hint of concern.

"Well, spell books have a lot of information on tuning into specific magic frequencies and what effects they have. If the wrong kind of pony had very specific information, they could create their own spells meant to harm others. Usually there's a fine line in between the safe frequencies of magic that can be dangerous, and if you know exactly how to tune into that fine line, you can inflict serious harm. Here, let me show you what I mean."

Trixie stood up off the couch and saw a small log in Fluttershy's fireplace. She levitated it in an aura of magic and brought it over closer.

"If I focus on the log and keep my magic flowing at a low pitch, I'll be able to hold and move it with ease. But watch what happens if I accidentally let my magic slip into a higher pitch."

Trixie's horn began to glow brighter and her magical aura began to appear thinner and more liquid. Then the log slipped through it and hit the floor.

"I couldn't hold it at that frequency, now watch this."

She lifted the log back up, then began to slowly tune her magic into a very specific pitch. Fluttershy quietly and curiously watched and listened to Trixie's explanations.

"You see, at a low pitch the spell is simple and easy to do. At a high pitch it's impossible to hold anything. But if I find a very specific spot in between the two extremes, something else happens."

Trixie closed her eyes and carefully focused. Her magic seemed to be rapidly vibrating off her horn as she continued to fine tune the pitch. When it was exactly right she opened her eyes.

"I've practiced this so many times that I know it by heart - now watch the log, Fluttershy." The curious pegasus watched in awe as Trixie's magic became something horrifying.

The log began to crack, and from within the cracks a dark purple light shone through. Suddenly, the log shattered into what seemed like millions of tiny glass shards. A blackish-purple fire turned the remains into dust that scattered into the air around them and dissipated into the light.

"That's exactly why they tell you never to levitate a living creature or anything valuable when you're first learning, even though it's nearly impossible to let something like this happen by accident. It takes too much concentration to hold one monotonous pitch for such a long time. It has to be precise as well, there's no room for error. If I left that pitch even for half a second the entire process would start over." Trixie puffed her chest out with a sense of accomplishment.

"Trixie, that was impressive - why don't you do that in your new act?" Fluttershy smiled and clapped her hooves together.

"No, I can't. That kind of magic is forbidden. I could get in a lot of trouble if someone saw me do that on purpose." Trixie raised one eyebrow and looked at Fluttershy, surprised that she didn't already know this.

"Oh, okay then, we'll think of something new. Oh, Trixie... can I ask you something?"

"Of course you can."

"Why did you stop referring to yourself in the third pony? I mean, that's fine, I was just wondering." Fluttershy crossed her hooves and waited for a reply.

"I don't know, it's just something I do during shows to spread my name around and become more popular. It's a habit that sometimes sticks." Trixie blushed and looked away, feeling a little embarrassed.

Fluttershy cheerfully closed her eyes and placed a hoof on Trixie's shoulder. "Don't feel bad, I think it's cute."

Trixie's eyes shot open. She looked over to Fluttershy with dozens of questions but didn't say anything. Instead she lowered her eyes again and looked at the floor in confusion.

"Is everything okay?" Fluttershy asked, her soft voice reflecting her concern.

Still looking at the floor Trixie put on a fake smile and nodded. "Yes, everything is perfect. Thanks."

Fluttershy realized something was wrong but wasn't one to pry. "So when did you want to get started on learning new spells? I don't have anything to do today other than the usual chores."

"Then we'll start today. Let me know what needs to be done and I can do that while you retrieve a spell book." Trixie's attitude completely changed at the thought of reading a spell book, her emotional confusion temporarily set aside.

"Okay, well... just, um... Fill all the animal dishes with water." The shy pegasus hesitantly began to back out the door, still talking. "Don't forget the ones outside. I'll help you learn how to feed them later. Um, bye." With that she turned and trotted down the road towards the library, hoping she hadn't given Trixie too much to do.

On her way, she realized she'd need to face Twilight again. She hoped there wouldn't be too much of a confrontation, but expected exactly that. She'd just have to talk it out, and even though she dreaded the conversation, it was inevitable.

The nervous pegasus stood outside the library door, lightly tapping the ground with her hooves as she worked up the courage to knock. She always seemed to lose every ounce of bravery she had when it came to confronting her lover with issues. Before she could knock, the door swung open and Fluttershy shrieked.

"Whoa! Oh, hey there Fluttershy. You scared me." Spike placed his claw on his chest and caught his breath. "What brings you here anyway?"

"Oh, hi Spike. I'm sorry to bother you, I just needed to borrow a book, is Twilight here?" Fluttershy attempted to peek past the little dragon into the house.

"No, she's off dealing with some boring girly issues. I'm about to go spy on Pinkie and Rainbow Dash, I'm beginning to suspect those two are up to something... Here I'll get your book for you before I go. What did you want?" Spike quickly changed the subject and led the pony inside.

Fluttershy looked shocked. "You're about to what?"

"Nothing! I'm about to... pay a visit to Pinkie... and Rainbow Dash. I haven't seen them... in a while. What did you need again?" Spike nervously glanced around, hoping to have changed the subject.

"I need a spell book to read. I want one about a spell that would make ponies happy please." Fluttershy patiently waited for the dragon to think of something.

"A spell book?" Spike scratched his chin. "Why would a pegasus want a spell book?"

"I just want to read it so I can know more about spells." Fluttershy looked off to the left, hoping Spike would let it go.

Spike, being in a hurry, decided not to question it further. He moved his ladder over to a tall bookcase, then climbed to the top shelf and ran his claw down the spine of a book, causing it to glow an off green for a moment. He then pulled it out of the case and climbed back down to Fluttershy to give her the book.

"Make sure you get this back as soon as you're done okay?" Spike looked Fluttershy over, still curious as to why she'd want this book.

"Okay Spike, thanks." Fluttershy took the book in her mouth and trotted down the road back home.

Spike locked up and headed down another road in the opposite direction with a sense of urgency. He wore a pair of binoculars around his neck and quickly jumped into a bush. He peeked through the leaves and spotted Pinkie and Rainbow walking uncomfortably close together as they left Sugarcube Corner. "Aha!" he shouted before jumping out of the bush and keeping a safe distance while he followed.

As Fluttershy arrived back home she nearly dropped the book in an attempt to contain her amusement. Trixie was balanced on top of an overturned bucket with a swarm of angry chickens fluttering beneath her.

"Back! Back foul fowl!" Trixie was levitating each chicken individually back into the coop, only to have it immediately run back out as she grabbed another one.

Fluttershy set the book down on her porch and ran to Trixie's aid.

"Come on now little chickens, you guys know better." Fluttershy fluffed her wings out and calmly led all the chickens back into their coop.

Trixie fell to her hooves. "Thanks for that, I guess I'm not so great and powerful when it comes to animals."

Fluttershy covered her mouth and laughed at the flustered unicorn. She trotted up to her and brushed a couple of feathers out of her mane then led her back inside.

"Here, I got your book. Don't worry about the animals, I can take care of them." Fluttershy smiled and left the eager mare to her reading while she finished feeding and tending to the animals.

A short while later, Fluttershy was done with her daily tasks and decided to take a seat on the couch next to Trixie, who was still focused on every detail in the book. The intently studying unicorn took a moment to greet her new friend with a smile, then went back to reading. The kind pegasus took pleasure in watching her more-than-content friend's expression lighting up as she read on. As she turned the next page her smile faded and her eyes narrowed.

"Fluttershy, why did you pick this particular spell book?"

"I didn't. I just asked for a spell that would make ponies happy and thought you could start there. Why, is something wrong?" Fluttershy began to nervously twiddle her hooves.

"No, nothing's wrong. I just thought I'd ask considering what this spell does. Here, can I try it out on you?" Trixie smiled knowing her friend would be right to object.

"Um, sure, as long as you think it's safe." The tentative mare stood up and walked in front of Trixie with a nervous smile.

"Fluttershy, I was only joking. I have some preparing to do before I'll be ready to try it in practice. By the way, do you know what this spell does?" Trixie's eyes widened as she felt a familiar yet confusing feeling fill her chest.

"No, I'm sorry. I didn't read any of it and the title doesn't help." Throemere's Cast.

"That's alright. This spell creates an illusion when you cast it on a pony. The illusion fills the area around the target with images of what that pony would love to see more than anything else in the world. It seems simple enough and it's meant to be used to calm down angry or violent ponies, but I think a broader display of the illusion would make for a good show."

"Can you do that?" Fluttershy looked upon Trixie as if she were her hero.

"Of course I can, no level of magic is beyond the Great and Powerful Trixie's abilities." The unicorn couldn't help but be proud of her aptitude for learning and memorizing spells.

"And Fluttershy, feel free to return this book whenever you're ready. I won't be needing it anymore. Oh, and before I forget: thank you for this Fluttershy, thank you so much." Trixie pulled the quietly blushing little pegasus in for another grateful hug.

Fluttershy didn't say anything. She simply let Trixie continue to show her affection and gratitude.

A few days went by and Trixie seemed to be growing more fond of Fluttershy than ever. Day after day the curious yellow pegasus would find a new way to make her heart flutter. However, she didn't let her growing infatuation hinder her magical practices. This particular spell had proved to be quite a challenge. The basic conjuration was easy enough, but expanding the result so that an entire crowd could see it's effects was a bit more difficult, to say the least. Several days of long hours practicing later though, she was beginning to feel comfortable with the spell. She had been casting it on a rock during her practices, which, rather than actually displaying a brilliant illusion in the air, would fill the area with a blank purple sphere. Once Trixie was comfortable with the output and size of the area affected, she decided to try it out on Fluttershy.

As the evening fell, Trixie asked the mare to let her try the spell out. She of course agreed and allowed her friend to lead her into the living room where they'd perform the magic.

"Alright Trixie, I'm ready when you are." Fluttershy stood still and closed her eyes.

Trixie pushed the couch slightly off to one side and stood a couple meters in front of her target. Fluttershy opened one eye and looked a bit nervous, but managed to smile, giving her the motivation and encouragement she needed. The infatuated unicorn looked at her friend and felt her heart sink. She lowered her eyebrows and looked down as she always did when she felt this way. With a crooked smile she looked back up and felt the need to impress this mare, to make Fluttershy feel the same way that she did. Trixie stood strong and set her horn ablaze. She had done this seemingly a thousand times over the past few days and was quick to create the proper pitch for the spell. As the aura engulfed the pony, she quickly lowered the pitch of her magical frequency, allowing it to expand around the pegasus and fill the room. Brilliant beams of light brightly shone through the windows of her friend's tree home, filling the evening sky with powerful rays. The room lit up, and a beautiful image filled the room, Fluttershy's deepest desire. It was an image of her trotting down a small trail through an orchard. Twilight Sparkle trotted by her side and Fluttershy's wing was tightly wrapped around her. Both of them were smiling and seemed to be speaking to each other, but couldn't be heard. Along with the beautiful scenery, colorful autumn leaves fell creating a veil of orange and yellow at each end of the trail. The two trotting mares stopped and began to gaze into one another's eyes, before slowly leaning together to share a deep kiss. As they eventually broke apart, the illusion faded and drifted out of sight.

Fluttershy's heart raced as she stood there with a hoof over her mouth. Trixie felt as if every ounce of her motivation had disappeared with the spell.

"Twilight Sparkle..." Trixie spoke with sharp disdain.

Fluttershy lowered her hoof, her eyes were teary, fixed on where the image had been, and her lip was quivering. "That was beautiful Trixie. Thank you."

"Don't mention it..." Trixie muttered, already moving outside to clear her head.

It was dark out, and the stars and moon were shining brightly in the night sky. Trixie laid down in the grass and gazed up into the cosmos. She saw a shooting star streak across the sky and allowed herself to get lost deep in thought. She closed her eyes and thought about the past few days spent in Ponyville: all the fun and laughs she had shared with her new and only friend; how a few simple acts of kindness had changed her entire view of the world; how this wonderfully amazing pegasus had taken a lonely mare and given her the ambition to change her life for the better. She opened her eyes and looked at the now blurred skies as tears slowly trickled down her cheeks once again. The answer to her confusion was clear: she had fallen in love.

To her despair, she had fallen for a pony who had already given her heart to another mare.

Fluttershy trotted outside to see if she could help. "Trixie, are you alright?"

The depressed unicorn rubbed her eyes to dry them, letting out a deep and painful sigh. "Yes, I'm fine. I'm sorry I ran out like that, I just needed to clear my head."

Fluttershy quickly detected the signs of a troubled mare, but decided it was best not to pry. "Okay, well, when you're ready, please come back inside. It's chilly out and I wouldn't want you to get sick."

She headed back indoors and made herself comfortable on the couch. She was still feeling the deep effects the spell had on her. Things between her and Twilight hadn't been quite the same lately, and sharing a beautiful moment like that was truly what she wanted more than anything else. It was something she had imagined several times, but seeing it so clearly and so beautifully was both amazing and somehow painful. Fluttershy laid down and tucked her hooves in. She rested her head on a small cushion and tried to relive that moment in her mind, admiring the impact it had on her.

Trixie began to level herself, her mind at ease, and she came to a few simple conclusions: Fluttershy deserved her best - jealousy was foalish and uncalled for. Then again, if there was ever anypony to be envious of, it was Twilight. She decided she'd gladly accept all the help she could get from the pegasus until she got back on her hooves. Then she'd repay her in any and every way she could. Asking for more was simply selfish. As far as she was concerned, such an amazing pony deserved much better: she deserved Twilight Sparkle.

Trixie lost track of time as she gazed up at the sky. She was attempting to imagine what it must be like to have Princess Celestia as your personal teacher. The most powerful pony in the world along with endless resources for study... She would have given nearly anything to trade places with Twilight Sparkle. Not only that, but the mare she wanted was in love with her. Twilight had everything Trixie wanted, everything she dreamed of. An amazing life, a large circle of loving friends, a warm home to call her own, and a beautiful mare waiting for her acknowledgement. The mare had everything going for her.

At some point Trixie began to feel tired and stood up to go back inside. She stretched out and yawned as she drearily headed towards the door. Inside, the first thing she saw was Fluttershy fast asleep on the couch. She took a moment to enjoy the sight. The cute pony's light breathing with her mouth open combined with her hooves neatly tucked in was simply the most adorable thing in the world.

I wonder if that Twilight Sparkle knows how lucky she really is... Trixie couldn't stop herself from feeling jealous, and in her opinion she had every right to be. But as long as she didn't let it affect Fluttershy then it would be okay. She trotted quietly upstairs and found a small spare blanket before heading back down and throwing it over friend and tucking her in. She then returned to the bedroom and made herself comfortable. Admittedly, she still felt a bit guilty for sleeping in Fluttershy's bed while she was forced to sleep on the couch, but the stubborn pegasus wouldn't have it any other way. The bed was more than large enough for them to share, but the shy mare feared she'd be invading her personal space or privacy despite Trixie reassuring her that wouldn't happen.

Trixie reached over and grabbed a pillow to hug, somewhat of a routine she had developed over the past few days. She hugged it and faced the door, a large part of her hoping Fluttershy would get uncomfortable and head upstairs to bed, even though she never did. Eventually, she dozed off began to dream of better days, days to come.

Trixie woke up unusually early that morning. The first thing she did was head over to the window to see Fluttershy already wide awake and feeding the morning animals with her usual cheerful demeanor. The groggy unicorn let out a long yawn and stretched out before heading downstairs to get herself some breakfast. As she neared the kitchen, her friend came trotting in.

"Oh... You're up. Um, good morning." Fluttershy nervously smiled and looked away.

"Is everything okay?"

"Yes, I'm just surprised to see you up so early I guess." Fluttershy kicked at the floor while avoiding eye contact.

"Should I return to bed for now? Would that ease your mind?" Trixie joked, wearing a nervous grin.

"Oh no, of course not. It's just, I have to go out today and was hoping to be back before you missed me too much. I should... probably..." Fluttershy paused and nodded towards the door.

"Yes of course, you go ahead and do what you have to do, I'll be fine." Trixie wore the most reassuring smile possible and trotted into the kitchen.

Fluttershy raised a hoof but paused before swallowing what she was about to say, then heading out the door.

Trixie wasn't sure how to react to Fluttershy's unusual behavior, but did her best not to consider all the worst possibilities. She nervously trotted back and forth throughout the house trying to take her mind off all the horrible things that could possibly be happening. Did I say something wrong? Maybe, maybe she regrets letting me stay here and doesn't know how to tell me to leave. Maybe she's getting advice on how to kick me out... Maybe she's going to bring her friends here to make herself feel safer when she tells me to go. Trixie placed her hooves over her eyes and attempted to stop all the pointless over-thinking.

She decided to try something out, to use the new spell she had learned on herself. It was a spell originally intended to calm ponies down after all. She stood in the middle of the room and took a deep breath. She focused her energy and released the spell onto herself. As it came into effect, she lowered her pitch out of habit, creating a larger affected perimeter although it wasn't necessary this time. The room lit up and Trixie took a seat on the couch to enjoy the view.

Something didn't set the way it was meant to in the lonely unicorn's mind as she saw the thing she wanted most being displayed in front of her. It was like she was being taunted with something she knew she could never have. But despite that fact, the image was truly a beautiful one, and she didn't regret seeing it.

Trixie was laying in Fluttershy's bed as she did every night. She was alone and hugging her pillow as usual. But unlike reality, after a few moments the shy mare came upstairs and gently opened the door. The image of the blue unicorn smiled at her and gestured her over to the bed, lifting the blanket so she could climb in. The two lay there talking for a while, although they couldn't be heard. They continued to inch closer together until they were touching noses, as their eyes reflected the deep love they felt for one another. Then Trixie's widened as Fluttershy locked lips with her. After the initial moment of surprise, Trixie's eyelids slid shut, and she let herself drift away in the sweet serenity of their first kiss.

Before she knew it, the illusion had faded and she was left in the empty room, alone. She rolled over onto her back and stared at the ceiling, going over what she had just seen in her mind. It truly was exactly what she wanted more than anything else in the world: for Fluttershy to return the love she felt for her. Trixie closed her eyes and continued to imagine that moment as vividly as possible. After a few minutes, she opened one eye and peeked around the room, but she was still completely alone.

Feeling empty, Trixie decided to grab some food and began reading her newest spell book. Enstabler Polarus, a spell meant to dazzle and captivate lesser equids with a stunning light show, making them easier to control and herd.

She flipped through the pages while chomping on a few carrots. The simplicity of this spell was a bit boring, so she began to work on ways to make it more interesting. Hours slipped by and she seemed to lose track of the day while calibrating her magical frequencies. She soon noticed the sun was beginning to set and there was still no sign of her friend returning. Just then, to her relief, Fluttershy slowly opened the door, looking exhausted.

"Fluttershy! You're back!" Trixie jumped up and grabbed onto her with startling force.

"Yes, sorry I'm so late. I went to go visit Twilight, but it didn't go as I expected. Not that it was bad, but it was just... Anyway, when I left, I saw that Pinkie Pie needed help with something, so I tried to do what I could, but I'm not the strongest mare in the world." Fluttershy blushed and looked down.

"What did you help her with?" Trixie asked, happy to be spending time with her friend again, but eager to stay off the subject of Twilight Sparkle.

"There was a big shipment of flour delivered to the bakery, and I helped her carry it into the pantry. Now I'm sore and tired, but I couldn't let her do it on her own." She smiled and looked up at Trixie, almost looking proud of her own act of kindness.

Trixie laughed at the selfless mare proving, once again, to be the most unique pony she had ever met. "I wish I'd known you sooner Fluttershy, I could have learned a lot from you when I was younger. Maybe I wouldn't be in this mess right now if I had had a few lessons in kindness back then."

"I think you've changed a lot already Trixie - you're much nicer now than when I first met you. I'm not scared of you anymore, so that's a plus, right?" Fluttershy giggled at her own joke.

"It is, I suppose." Trixie returned a laugh and the pair headed into the main room to get comfortable.

"Fluttershy, I'd like to try out another spell tomorrow if that's alright with you. I put a lot into this one and I'm sure it's going to be exciting to watch. I really hope you like it."

"Okay, I can't wait to see it." Fluttershy yawned and made herself comfortable on the couch. It wasn't very late, but she had had a long day today and was ready to relax.

Trixie sat down at the other end of the couch and began to rub Fluttershy's back hooves. "You feeling okay?"

"Yeah, my hooves and legs are just sore after carrying all those big bags of flour. They're a bit heavier than my bags of pet food, and I'm not really used to lifting such heavy things..." Fluttershy stretched herself out and let Trixie continue to offer her comfort.

"Aw, you poor thing. Let Trixie rub those sore hooves of yours and make you feel better." She continued rubbing her own hoof softly against Fluttershy's.

The tired yellow pegasus smiled and seemed to enjoy it well enough. "Thanks Trixie, that feels... nice."

Trixie simply smiled, feeling glad that she was able to help out in some way. Moments later, Fluttershy's eyes were closed and her smile had almost faded from her face. Her breathing was calm and she seemed to be asleep. The affectionate unicorn leaned forward and rested her head on the sleeping mare's stomach as she sat on the floor looking up at the precious pegasus. She ran her hoof through her soft pink mane and wished she knew a spell to stop time so that the moment could last forever.

After what felt like an eternity of hesitation, Trixie covered the snoozing mare and tucked her in. She then blew out all the candles and shut off the lights before she went upstairs, taking a notepad and the spell book along with her. She laid in the bed and began jotting down a few more notes before committing them to memory. She wanted this to be perfect, and she needed Fluttershy to love it. After a few hours of note-taking, she began to feel tired herself, and climbed into her customary position, hugging onto her pillow and facing the door. Just as she was about to drift off to sleep, the knob began to turn.

Trixie's heart sank deep into her stomach. She wasn't sure what to expect, but she knew what she was hoping for. Fluttershy poked her head into the room and quietly whispered.

"Trixie, are you awake?"

Trixie worked up the courage to speak. "Yes, what did you need?"

"I was just... I... well..." Fluttershy stumbled around her words.

"What is it? You can tell me anything, don't worry."

"Um, okay... It's just that, well, I was wondering if it would be okay for me to sleep in here with you tonight." Fluttershy whispered as she began to blush.

Trixie never imagined her heart could sink any deeper than it already was. She held her breath for a moment and gulped. "Yes... yes of course you can, this is your bed after all. I've told you several times before that I didn't mind."

Without a response, Fluttershy gently shut the door and made her way towards the bed. Trixie shifted her body, scooting as far over in bed as she could. With her hoof she lifted the blanket, allowing her friend to climb in and make herself comfortable.

"I'm sorry, its just that you shut off all the lights, and when I woke up it was dark. I don't like the dark." Fluttershy laid on her back staring up at the ceiling, hoping she wasn't making a fool of herself.

Trixie smiled and contained her urge to chuckle. "You're scared of the dark?"

The timid little pegasus didn't answer, she simply closed her eyes and turned to face her friend. She placed her head on Trixie's shoulder and soon began to drift off to sleep.

"Goodnight, Fluttershy," she whispered.

She didn't get an answer, as her friend was already fast asleep. She placed a hoof on Fluttershy's head, gently stroking her mane. Her muzzle made it's way down into the soft pink mass of hair and she reveled in the sweet scent until she could hardly keep her eyes open. Overwhelming warmth and comfort soon took their toll and Trixie's eyes fell shut, brilliant dreams of laughter and happiness filling her mind.

The morning came quickly and Trixie woke to the same empty bed she was growing used to. Fluttershy was already up as usual, going about her daily morning routines. After getting up, Trixie began rigorously going over the details of her new spell in her head. The anxious mare lost herself in her mental preparations and let the day slip through her hooves, fine tuning everything as Fluttershy bustled about, doing her normal daily chores. She went outside just as the sun was beginning to set and urged her friend to follow.

"Fluttershy, I reworked this spell and redesigned it just for you. It's my way of saying thanks for all that you've done for me these past two weeks." Trixie let her sincerity shine.

Fluttershy smiled and waited for the spell, curious as to what would happen. Trixie took several deep breaths to keep herself level, and then she began. A large orb of light left her horn and entered the sky a few meters above them, before exploding into thousands of tiny swirling balls of light. They illuminated the entire area with bright flashes of pink and yellow. The mass of lights blended into one solid shape as they began to spin through the air more rapidly. The center of the swirl glowed brightly with a turquoise hue while the majority was a vivid yellow, and the outside of the spinning mass was light pink which faded into darker shades. Fluttershy looked on in awe, feeling the brilliant display captivate her. As the mass of magical light stopped spinning, the individual orbs gently fell to the ground like thousands of brightly glowing snowflakes and dissipated as they made contact with anything. A few landed on the enchanted mare's nose and disappeared before she could feel them touching her.

"That was beautiful Trixie. I liked it a lot." Fluttershy spoke softly and seemed humbled by the display of magic she had just seen.

"Thank you Fluttershy. I decided that when I use this spell during any of my shows, I'll dedicate it to you. You are the one that inspired it after all." Trixie modestly smiled and tried to resist the urge to blush.

"Thanks, but you don't have to do that."

"No, I insist. I must." Trixie clearly wasn't going to take no for an answer, so Fluttershy let it go.

"Trixie, there's something I want you to have. I think it'll help you." Trixie followed Fluttershy back inside and up into her room.

Fluttershy opened a small jewelry box that sat on her bookshelf. Inside was a golden ticket. She grabbed it with her mouth and placed it on her bed.

"This is my ticket to the Grand Galloping Gala - I want you to take it. You can perform there in the garden and everyone will see you. You can become really popular that way." Fluttershy put on a positive smile in an attempt to encourage Trixie to accept the gift.

"Fluttershy, how in Equestria did you get a ticket to the Grand Galloping Gala?... I've always dreamed of performing there, and you're just offering me your ticket, as a gift?" Trixie walked over to the window and looked up at the slowly appearing stars.

"Twilight gets the princess to give her extra tickets every year, and she always gives one to me. But I don't really like the crowds and I think you'd enjoy it more than me anyway."

"Twilight Sparkle. I should have guessed. Is there anything that mare doesn't get hoofed over to her for free?" Trixie struggled to regain control of her jealousy.

"Fluttershy, I want you to be at my first performance when I'm ready, even if it means I'll be passing up the opportunity of a lifetime. I don't care if I'm performing in a Manehatten back alley as long as I have you with me." Trixie placed her arm around her friend's neck as emotions bubbled within her.

"So you don't want the ticket?" Fluttershy's ears drooped and she let it drop to the floor.

"No, I don't care about the ticket, I don't care about anything other than being with you! All that matters to me right now... is being with you." She paused, her voice reducing to nearly a whisper. "I, I think I love you Fluttershy. Meeting you is the best thing that's ever happened to me."

Fluttershy stepped back and looked down at the ticket. "I'm glad I met you too Trixie... But, I..."

"I know you think you're in love with that insufferable pony, Twilight Sparkle, but please - just give me a chance and I'll show you I can be everything you want. Just give me the chance, please Fluttershy." Trixie's eyes were wide as she was reduced to begging.

"What did you have in mind?" Fluttershy spoke softly, knowing she couldn't be swayed.

She trotted up to her and pressed her mouth to Fluttershy's, whose eyes widened as she wasn't sure how to react. Trixie pressed forward, eyes closed, and continued kissing the subject of her deepest desires. She blissfully parted her lips and enjoyed the moment that she'd imagined several times while falling asleep in that very room. Suddenly, her stomach dropped and she felt her heart shatter as she realized Fluttershy wasn't kissing her back. The heartbroken unicorn opened her eyes and pulled back to meet her friend's unloving gaze.

"I'm sorry Trixie..."

"Well, hay. I tried right? Thanks again... for everything Fluttershy. I'll be going now, and I swear I'll repay you for everything you've done for me as soon as I can." Trixie built a strong wall over her emotions and put on a mask of independence.

"You're going? Are you sure?" Fluttershy wasn't sure what to say, but felt like everything had gone wrong.

"I can't stay here, not now. I've managed to... do what I always do. I need to go, I'll make a home in the forest and visit you soon." Trixie trotted outside.

"Wait, Trixie, I'm sorry. I... I just don't know what to say..." Fluttershy desperately searched for the words to make everything right again.

Trixie laughed and turned around. "Don't be sorry Shy, you didn't do anything wrong. This whole thing is just... silly. I need to go now. My stage is broken down less than a mile into the forest from here. I'll fix it up and camp out there until my show is ready. Then I'll travel Equestria and perform - its just what I do. It's really all I know, and thinking I could ever... Well, it was just stupid of me."

"Trixie, please, wait a minute..." Fluttershy let her tears dot the ground beneath her.

"I'll see you soon, okay?" Trixie spun and galloped into the forest, disappearing into the night.

The flustered pegasus couldn't control her fragile emotions and went back inside to reflect on what had happened. She couldn't help but blame herself for the situation. Fluttershy, I hope you know what you're doing. I hope it was worth it... I hope you're worth it, Twilight...

Trixie made her way down an old forest trail until she came to the clearing where her old stage was resting. Using her magic, she lifted it up and removed the broken wheel, placing a few logs in its place to keep it level. She trotted inside and looked around - everything was the way she left it. She went back outside and took a deep breath, wondering what had gone wrong. Through the treetops she could make out a few stars and where the moon was. Not as nice as an open field, but it was still soothing. On my own again... Great.

Trixie's walls came tumbling down, and she felt the loneliness sink in again. Fluttershy's crushing rejection hadn't come as much of a surprise, but she had still had her hopes up. She held onto her stomach as she rolled over and cried in a state of deep depression. Twilight Sparkle was in her mind, taunting her with everything she could ever want. Trixie forced herself let it go - if her time with Fluttershy had taught her anything, sharing kindness was the only way to find peace in life. She rolled over and let her pent-up sadness escape into the quiet night air of the forest. The white noise created by branches swaying in the breeze and various bugs and crickets chirping was relaxing in it's own way. In the back of her mind she knew that tomorrow was a new day and a new chance to discover who she was meant to be. These thoughts along with the subtle sounds of the forest around her soon lulled her to sleep.

Several weeks went by and Trixie fixed her stage-home up as much as possible, decorating it with several items she found around the Ponyville tree-lawns at night. She had befriended Zecora and adopted her decorative tastes. As the days passed, she had developed a steady routine which included visiting Fluttershy at least once a week.

Today, Trixie planned on going to visit her friend once again, but as she made her way to the clearing she spotted something unusual. She jumped back and took cover behind a bush on the edge of the meadow, Twilight Sparkle was angrily leaving the house. Fluttershy chased behind her, crying and trying to say something. Twilight wouldn't hear it though, and instead she pushed the crying yellow mare back with a wall of magic and galloped away. The devastated pegasus laid down on the dirt road sobbing. Trixie quickly trotted over to her to investigate what had happened.

"Fluttershy, are you alright?"

The pony simply looked up at her friend and shook her head.

"Want to talk about it?" Trixie put on a small supportive smile.

Fluttershy nodded and stood up wiping at her tears. The supportive unicorn placed a hoof over her friend's shoulder and walked her back inside. The two then sat down on the couch where Trixie waited quietly for her friend to begin.

"... Well? Do you want to tell me what happened?"

Fluttershy opened her mouth to speak but nothing was heard. She took a couple deep breaths and then began to pour her heart out.

"Well... I was visiting Twilight and we got in a fight then I said something I maybe shouldn't have said so Twilight kicked me out of the house then Rainbow Dash came out of nowhere and started trying to get me to tell her to go beat up Twilight but I didn't and then she came home with me and we talked about her and Pinkie Pie and how great their relationship was compared to mine and I tried not to let it bother me so I changed the subject and we talked about the old days and played games and told stories and stuff like that then Rainbow Dash fell asleep in bed with me and in the morning Twilight showed up and Rainbow ran off and now Twilight thinks I cheated on her with Rainbow Dash and even though I promised I didn't she won't listen and she's really mad at me..."

She ran out of breath as she finished and began desperately trying to catch it.

"So, you didn't cheat on her with Rainbow Dash then?"

Fluttershy shook her head.

"So Twilight won't believe you because she walked in on what looked like you sharing a bed with Rainbow Dash in a way that implied an affair. That's not good. I can see why she'd be angry though. Still, she should have a bit more faith in you than that if you told her that you weren't doing anything, don't you think? Unless..." Trixie gasped and covered her mouth.

"Unless what?!"

"Unless she cheated on you first! Unreasonable suspicion is a telltale sign of a cheater. I may be biased in this but I don't trust her for a second." Trixie crossed her forelegs as if she had made up her mind and wouldn't be swayed.

Fluttershy began to cry again. "You really think so?"

"Well, let's not jump to conclusions. Let the Clever and Deductive Trixie investigate the matter further, and I'll bring you proof before you make a rash decision."

"Oh... okay Trixie. Thanks, you're the best friend a pony could ask for..." Fluttershy closed her eyes and hugged onto the supportive unicorn.

As she held the distressed mare, Trixie's mind was already filling with devious schemes. If Twilight truly had done something to hurt Fluttershy, then she would be punished.

This is it. I'm going to get you Twilight. You're going to regret ever crossing Fluttershy... It seemed Trixie might finally be able to fulfill her original intentions for returning to Ponyville: fighting and defeating Twilight Sparkle, and proving that she was the greater of the two.

Trixie gently stroked Fluttershy's mane while she looked out the window. A dark smile and spiteful stare burned into the buildings in the distance as her newfound kindness was put aside in favour of familiar overwhelming urges for retaliation. That was something she was good at. She had so much in store for the smug little purple unicorn, and, more importantly, she now had justification to unleash her pent-up animosity towards her.

"No need to thank me Fluttershy, I'm just glad to be able to help..."