Author's Note: Geez this chapter seeemed to take forever to get done! Though that was mainly because I got another scene idea for this chapter that I wanted to try squeeze in somehow but I figured since that transition was taking too long to put together I'd make due with what I have completed. As usual, feedback is always appreciated!

Disclaimer: These guys don't belong to me. Be glad that they don't.

Chapter 2: "Strange Behavior"

Now that the two mares had finally arrived to Twilight's treehouse, her previous inquiry had been all but forgotten. They immediately got to work, although Fluttershy was doing a lot of that while Twilight was mostly organizing the whole thing and making sure that the tasks didn't too much time to complete. If Fluttershy was bothered by this she didn't seem to protest against it too much.

That would've been odd if it weren't for the fact that Fluttershy was never really a disagreeable type of pony. But what actually did catch Twilight's attention was that she seemed so…spaced out. Almost as if she was barely there at all. Or rather that something else was on her mind. Twilight Sparkle wasn't going to let this bother her at first, which was exactly what she did.

She focused instead on her duties rather than strain a muscle over trying to figure out what was wrong with her friend. Unfortunately this took a bit more time than usual with Fluttershy stopping to insist to go check up on sick little Spike.

At least that was one thing about Fluttershy that didn't seem to be different right now; her irrepressible need to care for animals. Twilight just couldn't bring herself to reprimand the pegasi for getting sidetracked over that.

However, what she did end up reprimanding the pegasi was when she noticed something that went wrong with organizing her reports. Twilight gasped in horror at the sight, feeling like Rarity a bit for freaking out over something so minor.

It would've been minor in any other case, but with her current suspicions of what might be going on with Fluttershy it was hard to ignore. In her mind this little minor detail confirmed that something must be wrong, whether or not the pony in question realized this.

"FLUTTERSHY!" Twilight Sparkle probably shouted a little more loudly than she should've, but she was so startled over this revelation she couldn't help it.

The Pegasus in question lets out a startled squeak, nearly dropping the last book she was about to put away. Fluttershy tries to regain her composure as she flies over to Twilight, quite panicked herself over her friend's alarmed exclamation, "Oh, Twilight! What happened, is something wrong? Did something frighten you?"

Twilight bends her ears back sheepishly as she notices just how terribly she startled Fluttershy. She sends the fluttering pony a reassuring look before she continues on with saying, "Well, no. I wasn't frightened but this is definitely something worth getting concerned over. Do you see that?"

Fluttershy follows Twilight gesturing her purple colored hoof over to a large and tall pile of papers that consist of previous and current reports that Twilight's ever sent to Celestia. She stares at the pile of papers blankly, uncertain of what exactly she's supposed to be looking at, "Um…w-well yes I see it, but um, I'm certain that's just a stack of reports…"

Twilight heaves a frustrated groan at her friend's response, having hoped that she would've understood what she was getting at a little more easily, "No, it's not JUST a stack of reports, it's far more than that! Look closer!"

"…um, hmm…it's uh, maybe it's a..." Fluttershy squints her eyes at the stack of papers, thinking that perhaps they're playing some new version of charades. She tilts her head to side, completely closing her left eye when she finally makes her guess, "Oh, I know! It's a little garden full of pretty plants for some cute little critters to munch on?"

The maigician gives her an incredulous look, arching her eyebrow as she wonders how it's possible to misinterpret something that badly. This look takes the pegasus beside her by surprise, causing her to believe she must've said something that upset her friend.

"Oh, uh- was that wrong? Um well then, it's…a petting zoo?" Fluttershy grins sheepishly, really wishing that this time she gave the mare the right answer. Sometimes Twilight's train of thought was really hard to keep up with, during times like this Twilight may as well have been talking to her in German.

Twilight facehooves at Fluttershy's response, only garnering more confusion from the pegasus as a result. To hopefully make thigs a little clearer, she tries confirm if she's anywhere near to catching up with what's going on in Twilight's head, "Am I getting any closer to getting the right answer?"

Twilight finally realizes that she might've been being too vague with her tree hugging friend. After spending so much time in classes at her hometown in Canterlot with ponies who shares similar ways of thinking to her own, it was hard to remember things wouldn't always be like that here in Ponyville, "No, Fluttershy. Maybe I should've simplified it from the start. That is a pile of reports, but it's organized completely wrong."

"...oh, it is?" Fluttershy flies closer next to the purple mare as she watches her begin to put the papers to the side. The yellow pegasus can barely keep up with how quickly Twilight is sorting them all together in the correct order in a system that is unfamiliar to her, "Um, I-I apologize for messing it up, I didn't mean t-to cause any harm."

"I know you didn't, Fluttershy," Twilight sighs to clear her mind of all her frantic thoughts that involve the misfiled stack of reports, then turns her attention to her friend who's look quite apologetic. The mare decides that can wait a little later since she now knows something is in fact bothering Fluttershy, "When we started tidying things up I could kind of tell something wasn't right with you today, but I didn't want to jump to conclusions right away."

Fluttershy gasps in surprise when the words of Twilight's observation reaches her ears, darting her eyes this way and that as she frantically checks herself all over. She's stumbling over her words as she frets over what Twilight told her, "There's something wrong with me? What is it? Is it something on my face?"

"That's exactly what I mean, Fluttershy. You're acting jumpier than you usually do, besides that when you're not acting jumpy you're really spaced like you're not there!" Twilight explains, as the winged pony's demeanor noticeably gets calmer while even she realizes this is true, "I'm really worried about you, Fluttershy. Remember, if you want to talk, I'll always listen."

All the while the pony had been talking, Fluttershy had been feeling too insecure to bravely meet her friend with eye contact. But her attention is brought over to Twilight when the aforementioned mare comfortingly places a hoof on her shoulder.

Fluttershy looks over to the hoof, then back at the pony in front of her, who looks so concerned that it's painful to look at her. The painful inner turmoils only worsen as shementally battles with her own reasoning to decide whether or not if it's a good idea to confide in her newfound deep secret to her friend.

Finally, she comes to a decision that it'd be best to share the secret with her friend anyways no matter how embarrassing it might be. After all, friends are supposed to tell each other everything. Fluttershy looks up at Twilight again, but with a little less uncertainty now as she exhales to brace herself for the worst.

"Twilight, um, I didn't think there was anypony I could talk about this to, so I tried to hide it as long as I could but now I think I can-"

"Well, shoot! If I hadn't found you two girls in here I woulda confused this library fer a morgue!" A familiar voice interrupts the girl's conversation causing Fluttershy to breathe a sigh of relief while at the same time she was frustrated. The pony that the voice belongs to trots over to them with the usual air of confidence to her step. She addresses them with the tip of her cowboy before she goes on saying, "What in tarnation's gotten you two in such a gloomy mood?"

"Applejack, I don't mean to sound rude when I ask this, but what exactly are you doing here? Didn't you say you were going to be really busy harvesting some apples this week so you'd have enough food to cater for the Olympic Flyers Contest?" Twilight arches an eyebrow inquisitively as she questions her southern friend. The cowpony was incredibly reliable but she could often be incredibly unpredictable.

"Heh, you say that like that woulda been difficult. That didn't take up none of mah time at all, sugarcube! We bucked them quicker than you could say lickity split!" Applejack chuckles over her own joke for a bit but then after seeing that the two ponies are still confused she explains herself, "I decided to mosey on over here since me an' Big Macintosh did so well with gatherin' up apples that we got too many for us to use! We didn't wanna be wasteful by tossin' 'em out so I thought I'd share 'em with mah two best friends. So, whaddya say?"

"Oh, the thing is," Twilight pauses here a second as she thinks of a way to sort her words together so she doesn't offend the farmer pony when she declines her offer. She learned the lesson 'Don't look a gift horse in the mouth' awhile ago and didn't want a repeat of that, "in any other circumstance I would LOVE to have one of your delicious apple desserts Applejack but..."

Applejack intentionally leans against the purple colored mare so that her eyes are practically boring right into Twilight's, staring at her with a cajoling gaze, "Buuuut...?"

"But Fluttershy and I were rather busy a few minutes ago, so I really couldn't. Maybe some other time. Besides, I'm not even all that hungry-" Almost as if on cue Twilight's stomach grumbles loudly, much to her chagrin.

Applejack arches her eyebrow smugly that's paired up with an equally smug smirk, "Y'all were sayin'?"

Rather than continue to put a fuss any further with orange mare, Twilight sighs hesitantly replying with, "Oh, alright. I guess it would be difficult to discuss important matters on an empty stomach."

"Well of course, sugarcube! Yah need yer brain food if yer hankerin' to get down to some important business," Applejack states with a matter of fact as she nudges Twilight along to the direction of Sweet Apple Acres.

Fluttershy, who had been quiet during most of the conversation, was currently quietly tip-toeing her way over to the window in hopes of sneaking out without either pony noticing that Twilight might not think to mention the secret she was going to confess while they had lunch at Applejack's.

Unfortunately for Fluttershy, Applejack seemed to have been born with eyes on the back of her head as just when Fluttershy was about to escape, said pony caught her, "C'mon now sugarcube, yer invited too!"

Fluttershy sighs in defeat as she trudges along behind the southern pony, "If I were a tree I wouldn't have to woryr about these sort of problems..."