Hi there everybody. The Queen Baby here. This is my first MLP FIM fanfic. I decided to give it a go. I will try my best to finish this story. I'm not sure how long this will go. It starts with them discovering their feelings, and eventually to being romantically involved. Pinkie Pie is my fav pony, but I think that Fluttershy and Rainbow dash work so well together, and it even feels like it hints to it in the show. I will try and keep this at T, nothing to gory or steamy. Hope you enjoy and tell me what you think via reviews. Rainbow may seem like a jerk in chapter one but she will come around. Hope I can keep them in character.

I own none of this.

Fluttershy's P.O.V.

Yelling. That's all Fluttershy could hear. She stood there in the middle of the empty dirt road. Just sitting, and watching as her closest friend and secret crush flew about in the air and listened to her vent out her frustrations. She wasn't really sure what had happened to make Rainbow so mad.

"Ah, Rainbow Dash. Sweet beautiful Rainbow." Fluttershy daydreamed to herself. She was trying her best to pay attention to her friend, but seeing her fly around just got to her sometimes. She felt bad, knowing that something was eating her friend up, and she wasn't giving it her all to help out.

All Fluttershy could get from the bits and pieces were that it had something to do with that Wonderbolt Academy she spent sometime in. Something about not being allowed back in because of a mistake that almost cost one of the head trainers their head. She knew Rainbow Dash can be reckless and brash, but she was the best flyer she knew, probably the best ever. And that is not just her heart talking, Rainbow Dash has always been an amazing flyer. Ever since they were little fillies back in Cloudsdale, Rainbow Dash was the top of the class when it came to flying. She was the only pony to ever do the Sonic Rainboom for crying out loud. Dash was the fastest, most agile, and beautiful flyer around, that's for sure.

Well the idea of Rainbow Dash getting kicked out of the academy just made Fluttershy real mad and real upset. "Oh, it just hurts so much to see her upset. She doesn't deserve this. If any pegasus deserves to be a Wonderbolt, it was Rainbow Dash! " Fluttershy thought quietly to herself. Even her thinking voice was quiet.

"Oh I wish I could be the one to hold her close. Whisper to her it will be alright. Maybe even kiss her, maybe even on the lips if she let it" Fluttershy thought as her heart rate picked up a bit at the idea. Her wings fluttered ever so slightly in excitement. The yellow pegasus felt the smile on her face get bigger at the fantasy of getting to be Rainbow Dash's special somepony.

It was a silly dream. "Like some pony as great, a-and awesome, and drop dead gorgeous as Rainbow would want meek, terrified, little old nothing special me." Shy thought as her smile faltered just a bit.

"But hey, when we were fillies, I never thought I would make a friend, especially with the class's best flyer, or even learn to fly. But look at me now. I'm really good friends with Rainbow Dash, she has even told me some of her most personal secrets. And she took me under her wing, so to speak, and taught me how to fly!" Fluttershy cheered herself in her mind, as she sat up taller and her dreamy smile returned to its former glory.

"Maybe, just maybe I could find the courage to tell her. And who knows, maybe she will feel the same. A mare could only hope." The timid pony thought.

Now Fluttershy was too busy thinking to herself to notice that Rainbow Dash had stopped yelling and had flown down and landed. Fluttershy snapped out of it when she noticed those pretty magenta eyes filled with anger mere inches in front of her. She then noticed how Rainbow was snorting steam, a big frown on her face. She was towering above her, her wings fully extended. Rainbow's fur was standing on end, and her frown turned into a snarl.

Being the shy little pegasus Fluttershy was, she was quite frightened to see her friend be so close and so angry. Dash was already taller then her, but with this sudden aggression heading her way she was shrinking down into a little ball half her size. Fluttershy felt herself hide her face behind her mane so she wouldn't have to see the raging fire behind her secret crush's eyes. She felt herself shake. She tried to speak but found herself too scared to make anything more then her characteristic meep.

Rainbow Dash's P.O.V.

To say that Rainbow Dash was angry tonight would be an understatement. She was furious. She was on her short leave from the academy. And she received the letter from Derpy saying that she was not allowed back because of a silly mistake with a stray storm cloud that was full of hail. "They weren't even that big, that big old stupid pegasus was just being a jerk. He never liked me, me the Amazing Rainbow Dash!" Dash yelled in the air. Derpy was lucky that she flew off before Dash had a chance to read the letter.

Rainbow Dash was so very angry at this news. She felt as if she wanted to cry, but was too angry to do so. She felt as if her dreams were crashing and burning right in front of her, and there was nothing she could do. She received the letter close to sunset. By now it was an hour later.

The whole time Rainbow Dash had been flying around Ponyville, probably ten times now. She had even done a Sonic Rainboom twice. Her wings and chest hurt. Everything stung, she felt like she was on fire. But she didn't care. She didn't care one bit what happened. She felt everything was lost. She felt like ripping some pony's head off. That's when she flew down low and spotted Fluttershy.

Dash didn't want to admit that it was her own carelessness that got her kicked out, just like in flight school when she was a filly. No it wasn't her fault, it had to be some pony else's fault. She needed to vent it out on any pony for she feared she might just explode and do something she might regret if she doesn't.

She knew that being this angry and talking to Fluttershy wouldn't be her brightest idea, but at the time she didn't care. After all, Fluttershy was her oldest and best friend. They had been through so much together, ever since flight camp. Fluttershy has seen her at her worst, and was sure that she would be able to handle this. Dash needed some pony to talk to, and Shy was her only choice.

Dash was yelling and trying to explain her frustrations and why this whole thing was so uncool, unfair, and totally not her fault. She was zipping back and forth in the air. It was a very nice night, Luna's moon shone brightly right behind Dash. But again, Dash was to mad to notice the beautiful scenery.

"How the flying feather could that old good for nothing throw out the best flyer from the academy. I the Element of Loyalty. I saved the Wonderbolts what, two, three times! The same amazing Rainbow Dash who is the only pony to every do a Sonic Rainboom! Who helped defeated Nightmare Moon, Discord, and King Sombra! What the buck were they thinking!" Dash yelled out as her voice began to crack worse then usual. She felt her throat starting to go sore.

Dash looked down at Fluttershy and wondered what the cream colored pegasus thought. Well what she really wanted was to hear the same thing she had just said. That it wasn't her fault. And of course the usual flattering, yet true compliments she always received from her fellow pegasus, Fluttershy. She expected to look down and see her just as upset as her, maybe even in tears.

What she did see was her friend sitting calmly, looking up at her and smiling. Just smiling. "Just smiling!" she thought. "Fluttershy, yoo-hoo, Equestria to Fluttershy! Come in SHY!" Dash screamed. "Okay, seeing her just sitting there and smiling at me is really starting to piss me off. What the buck, is she happy about this?" Dash thought.

The idea of her best friend being happy about her dreams being stripped from her increased the fire even more. The rainbow mane pegasus was blinded by rage, the only thing crossing her mind was to wipe that smug grin off the pink mane pony's face and just let her have it. Oh boy was she pissed right now. Her front legs were shaking from wanting to punch something.

Dash flew down quick as a flash a few feet from her shy friend. The cyan mare stomped up to her friend, eyes blazing, her fur standing up on end. Her wings were fully extended and in an aggressive manner. She was frowning.

She was standing tall above the yellow mare who finally seemed to notice the trouble coming her way. She was eye to eye with Shy and asked "Well? What are you smiling at friend? Is my problem funny to you?" Dash saw Fluttershy shrink down to half her size into a ball, She saw her try and hide behind her mane from her intense gaze that at the moment could match the canary yellow mare's famous stare.

Third Persons P.O.V.

"What? Why aren't you talking? Too scared are we? Too shy maybe?" Dash growled to Shy.

"I I I, uh…" was all Fluttershy could stutter. Fluttershy took a small step back, which made Rainbow Dash take a strong step forward. "I I I WHAT! Speak the buck up Fluttershy! Are you going to be a coward and just laugh behind my back or something!" Dash yelled right in Shy's face.

She heard Fluttershy whimper, and her big blue eyes water as she trembled under the verbal assault. Dash had never made fun of her nervous stutters before, but sadly yet again, Rainbow didn't seem to care. She was just going to take her pain out on some pony else to try and feel better.

Fluttershy quickly stood up, stilled hunched over for fear she might just get hit. She then quickly scooted back. Her pretty pink tail was tucked between her legs. It was so long that it was below her hoofs.

"I said speak up to me this instant scardey pony" Dash screamed with such ferocity that some birds flew out of a nearby lonely tree on the side of the road. This made Fluttershy jump up on her hind legs as she felt her weak wings flutter out of fear. Fluttershy was smiling nervously, totally at a loss of how to react to all of this.

Rainbow Dash was so close that Fluttershy's long pink tail was trapped under Rainbow Dash's left front hoof. Dash then screamed at the top of her lungs, "STOP SMILING!" Dash didn't even notice that she still had a good end of Shy's tail under her hoof. She was just letting poor Fluttershy have it.

Fluttershy got so scared at her friend's outburst that she tried to fly away, but as she was about to gain altitude, her tail was yanked and she fell back down in the dirt. She was now laying flat on her back, shaking in fear as she saw her Dashie changed into a big angry monster of a pegasus.

Dash looked at Fluttershy fall. Instead of checking to see if she was ok she took the chance to criticize. "What the buck is wrong with you Fluttershy? Why the hell can't you fly? For Celestia's sake you are a bucking pegasus! What is wrong with you?"

Dash looked on with angry eyes as she saw that tears started to fall down Shy's eyes. Fluttershy had started to scoot back after her tail was free. She was still on her back in the dirt. She was doing her best not to burst into full on tears as she kept her eyes closed. She then began to stutter, "I I Im so-sorry Ra- Rainbow. I wish I I could fly b-b-better."

Dash was getting real tired of her friend's stuttering problem. She didn't even realize that she had stomped closer to her friend and was now standing on top of her. Each of Dash's hooves where to the sides of Fluttershy, boxing her in. Fluttershy's eyes were wide with fear as she rose up her front hooves to protect her face.

"Seriously, all you can say is sorry. What kind of pegasus are you. You can barely fly. You might as well have been born an earth pony, at least then you wouldn't be such a failure." Rainbow then pulled at Fluttershy's left wing, softly for the most part, but with enough force for it to hurt a little.

"Why do you even have these things, you barely use them. And when you do, it's practically nothing, you fall, you fail. I wish that trainer saw you and he would probably let me back in by comparison." Rainbow snarled.

Ok, that was mean. That was the last straw for poor Fluttershy. She couldn't hold back the tears. Rainbow sounded just like Gilda and the fillies and colts she went to school with put together times 100! Fluttershy burst out into a full on cry and started shaking uncontrollably.

For the first time since she read the letter Rainbow thought of something besides her self. Hearing her friend's terrified cries snapped her out of her rage. The cyan mare was finally thinking clearly and notice her position over Fluttershy.

Rainbow Dash felt a big blush go over her face. She was right on top of Fluttershy, her face a few mere inches from her. For some reason it was strangely enjoyable being on top of her and being this close. But right now that wasn't on her mind. What was on her mind was how awful she had just treated her best friend. How much she must have hurt her with her words. Rainbow didn't mean them, and her sweet Flutters didn't deserve them. She felt like the lowest of the low.

She continued to feel Fluttershy shiver under her. She couldn't believe how cruel she had been. Some element of loyalty she turned out to be. She closed her eyes as tears silently fell down from them. She looked down to see poor sweet Fluttershy looking so scared, so hurt, so fragile. Her crying had finally quieted down once Rainbow shut her big trap up.

Rainbow felt like flying up high and then let herself fall. She sighed. First she had to try and fix this. "Fluttershy, I don't know what came over me. I am so sor" Rainbow whispered before Shy's timid voice interrupted her.

"Please get off of me Rainbow? Please?" Rainbow flinched from the pain in her voice. She quickly jumped up off of her friend. Rainbow wanted to finish apologizing, but at a speed Dash would have been proud of if the circumstances were different, Fluttershy jumped up onto her legs. She still had tears streaming down her face quietly. She then shook her head to cover her face with her mane. She then took off sprinting down the road without so much as a look or word. Not that Rainbow deserved one.

Rainbow just sat there, feeling the lowest she has ever felt in her life. This was even worse than that stupid letter she received, which now seemed so petty and stupid that she got so mad about. And this time there was no one to blame but her own stupid, careless, worthless self.

Rainbow Dash's P.O.V.

Rainbow had her head hanging down as she sat there in the cool night air, beating herself up. She took off in the air, still watery eyed. "I have to fix this. Have to make this right. But I need some time to think of a way, to find the words, and well, to beg Fluttershy to forgive me. Even though if they were switched, I probably wouldn't. Huh, she probably never wants to see me again" Rainbow thought.

"Way to go dumb dumb, go ahead and ruin the best thing you had going for you." Dash said aloud as she flew through the air. "What will I do without her. What will happen when the rest of our friends find out. How can I ever explain my actions to them." Dash silently shuddered at the punishments she deserved.

She landed on one of the few clouds that laid in the sky above the outskirts of the Everfree Forest, close to Fluttershy's cottage. Rainbow had been flying around for a few hours trying to figure out what to do about this whole mess. She was tired from all the flying and yelling. It was getting late. But she knew she had to fix this. She couldn't just leave Fluttershy, even if going to talk to the timid pony would probably be one of the hardest things she has done in her life.

"I owe her at least a proper apology. If she can even stand the sight of me." Rainbow sighed. "Well now or never, Miss Amazing Rainbow Dash" Said the rainbow pegasus, the last part she said with sarcasm.

Rainbow flew down from the cloud and toward the quaint little cottage. Needless to say that Rainbow Dash was scared. "Huh, if it had been anything else, I would laugh at the idea of being scared to talk to the timid little Fluttershy. Hehe" Dash snorted. She was sweating bullets, and felt like some of Flutter's critters were racing in her stomach. But she forced herself to trot up to Fluttershy's door.

Dash took a very deep breath before knocking on the door. It slowly creaked open. Rainbow waited patiently as it opened, only to see no pony. She raised her eyebrow in confusion, only to here some thumping. She looked down to see Shy's favorite pet, the spoiled and often grumpy bunny, Angel. But instead of seeing annoyance or contempt in his black little eyes, she saw worry.

"Whoa, were you crying to?" She asked. Indeed he was. His eyes were still watery, and you could faintly see the tear stains in the moonlight. He still had a frown on his tiny bunny features. "Can I see Fluttershy, please?" She was never this polite to the little rabbit, but she didn't want to make this any harder then it has to be. Not to mention she could use some humbling.

His bunny eyes looked sad, and pleading. He nodded his tiny head, opened the door some more to fit the blue pegasus. Rainbow Dash sighed again. "Come on you bird brain, you made this problem. It's time to fix it. Stop being a filly and do something right." Rainbow tried her best to pep talk herself in her head.

Then she walked into the dark cottage.