Rainbow Dash burst out laughing. Any attempt to make out a coherent word was thrown out the window by the endless guffaws. But despite the activity, she heard "I'd...figured you would like it..."

"I..." she made out before choking again, "I just can't believe you did that to Angel!"

Fluttershy smiled, "I know. He was really excited to go to the circus in makeup and all," she said, remembering the red lipstick and rainbow wig she put on him.

As she finished chuckling, Rainbow rubbed her eyes and blinked several times before returning to her friend, who was patiently waiting for her to speak.

"But, that was pretty funny," she said, "Did you two enjoy the circus?"

"Oh yes," she answered, nodding her head, "it was the biggest thrill we had in a while." She thought about the various animals—elephants, tigers, giraffes—and acts performed by talented ponies. But then she noticed Rainbow's heads darting to the window, picking up on the accumulating clouds.

"It's been nice talking to you, Fluttershy," she said, pressing her hoofs on the table, prepping to get up, "but I should probably be heading out. There's supposed to be a lot of lightning in tonight's storm and I wanna get home before it starts."

As Fluttershy saw her stand, her throat grew an urge to speak up; the loosening of her vocal chords enticed her. As she began considering the thought, an opposition constricted her mouth. "It's crazy to think someone like me would open up." she told herself. But then, as Rainbow got closer to the door, her eyes—and her judgement—went into a panic.

"Um...goodbye," Rainbow said, turning her head back to see her friend, who hasn't moved since she got up. Still, there was no response. "C-Can you hear me?"

"Er Rainbow Dash?" she blurted out before puckering her lips.

"Yeah?"

She sat there, squeezing her hooves together, hoping that Rainbow wouldn't notice, "Um would it," she freezed, "would it be alright if you...um...stayed the night here?"

Rainbow's face was stunned, "Well, why do you ask?" she said, walking back to the table. Fluttershy heard the hoofsteps and her head dropped, allowing most of her mane to act as a veil.

"Mmmmm" she murmured. She could barely breathe. Her mind scrambled to string words together and prevent Rainbow from seeing the embarrassment her face bore. Rainbow saw her friend's hunched figure, prompting her to swing around to the side of the chair rather than merely behind. As the silence dragged on between the two, Rainbow was getting ready to say something.

"I don't want to be alone," Rainbow heard from behind the rose curtain. Given Fluttershy's past with thunder and isolation, this request would have made sense back then. But given how she had been slowly taking more risks and standing up to her fears, it shocked Rainbow for her friend to suddenly revert to her old self.

"Sure," she replied, "if it makes you comfortable." She eyed the empty seat on the other end of the table, walked to it, and sat back down. She then directed herself exclusively on Fluttershy, who apparently wasn't noticing.

"So...." Rainbow said, drawing out the syllable as long as possible. Fluttershy finally lifted her head to reveal a calm face. It then flashed out a smile, trying to assert that nothing was wrong.

"Yes," she answered.

"Do you have any other stories to tell? Stuff that happened over the last week?"

She was quick to shake her head, although her memory told her otherwise, "But what about yourself?" she asked, even going as far as to point her hoof to Rainbow, "I feel like I've been talking your head off all afternoon."

Rainbow furrowed her brow upon hearing that statement, "You mean fifteen minutes?" she asked.

"Um...yes," she said sheepishly.

An awkward silence filled the room. It ate at Rainbow and it was annoying her; something had to be done. She gazed at Fluttershy, who was looking at her with a weak focus. And with that, she said "I guess I haven't done a lot lately. With preparing this storm and all," she chuckled, "I haven't been thinking of a lot else."

The two continued to look at each other. Fluttershy started twirling a strand of her mane, not sure how to continue their conversation. She desperately asked herself where that spark she had earlier had gone.

"I'm sorry if I'm sounding a little weird right now," Rainbow said on the fly, "I-uh, just wasn't expecting you to keep me over." But then, she tightened her muscles and filled her face with intention, "But it's fine. If you're scared of some thunder, I'll stay with you."

Fluttershy got up.

"I just need to go to the filly's room," she said, sidestepping across the room, "I'll be back."

She cut herself off and walked away, leaving behind a still confused Rainbow. She made her way up the stairs. She walked through the halls and she entered the room. At that point, she turned to the mirror and stared at the reflection.

She inhaled as she heard pattering coming from the window on the other side of the room. The rhythmic tapping soothed her, telling her there was little reason to panic. But it was a hard sell to the stress coursing through her body.

"You said you would tell her today!"

"Are you crazy?! There's no way you would actually do that!"

"You got this far! You can't turn back now!"

"That was a big mistake you just made! Fear is your friend!"

She squeezed her eyes, trying desperately to shut out the hostility. Her breathing grew slightly louder and sped up, but she still felt like she could manage. She wanted to stay in control with her friend around.

"Do you really love her the way you think you do?"

Her head dropped to the sink, ashamed of seeing herself answer that question.

"Yes. I really, really do."

"Then what are you waiting for?"

She gripped the rim of the white sink. Her body trembled for a moment, but halted herself. She attempted to inhale despite how stifled it sounded. She spent some time calming down, trying to forget the "conversation" that had just transpired. As each breath came easier than the last, she gradually accepted her decision.

"I'll do it," she said, gazing at those confident blue eyes and definitive grin. She took one last breath and made her way back downstairs.

She saw Rainbow sitting there appearing calm, although she suspected that some of her stress had become transparent. As she got closer to her, she felt some of the fear build back up, but she told herself not to back away. Today would be the day.

"Glad to see you back," Rainbow said, cracking a smile. Seeing her friend in a happy state seemed to be the perfect cue. She opened her mouth.

"Rainbow Dash," she said. Excitement became the new emotion, "I have something...interesting that I think you should know."

"Yeah," Rainbow said, becoming concerned.

She once again subsided some mound of nerves with a deep breath.

"You see," she said, telling herself again not to back down, "you have always been a good friend to me. All my life, I felt like I wasn't worthy of having pony friends, but the fact that you stood by me means a lot to me," she paused, carefully trying to word her next sentence. Rainbow could see her contemplating the right way to convey the "interesting" statement, "And...I feel it would be really, really good..."

She paused. Her lips curled inward, afraid to stay open. Rainbow saw her face and considered stepping in somehow, but Fluttershy didn't need it.

"...If I-uh," she started, "could be your filly friend."

She couldn't bear to see Rainbow's reaction, so her eyes dropped to her haunches. Her sore hooves gripped the edge of the chair and she clamped her mouth shut.

"Well...." she heard Rainbow Dash say. The word was drawn out, causing her heart to race, "...thanks?"

"If you don't love me like that just say it," she blurted it. At this point, she was shaking in her seat. Her head suddenly weighed several tons and every subtle sound was now a bombastic blast.

"Um, Fluttershy," she responded. Rainbow, as astonished as she was, knew she had to remain calm, "I really appreciate the offer, but I just don't see you in that way. I will say that I myself am not into the...mushy romance stuff," she paused and allowed her friend to absorb the information.

"I knew you were going to say 'no'," Fluttershy said, fear apparent in her trembling voice, "but I wanted to get it out there. I just...couldn't keep it in anymore," she then drew in a long, tentative inhale, "I'm sorry I ruined our friendship."

Rainbow's eyes widened.

"What?!" she said, purely flabbergasted, "Of course you haven't! What makes you think I wouldn't be your friend anymore?"

Fluttershy shuddered. Despite those words, she was growing more tense by the second, "I-I...I don't know."

"Why do you think that?" she shouted, louder than she admitted was needed. All it did was make her friend even more nervous; all she got out of her was a muffled moan. She got up and approached Fluttershy and placed a gentle hoof on her shoulder.

"I'm sorry," Rainbow whispered, "I just feel like something's wrong. I want you to talk to me."

Fluttershy brushed some of her mane to see the real Rainbow. She briefly fought her inner doubts before allowing those magenta eyes and colorful mane to shine through.

"This may sound silly to you," she said with her gravely voice, "but I get the feeling that sometimes you view me as annoying," she then recollected some past instances, "When I wanted to see the butterfly migration, every time I was too scared to do something, or when I asked you for help, I heard a voice telling me you didn't want to do it and that I was being a burden to you," she then stopped for air, "I'm not nearly as strong or cool as you are, but I always wanted to please you and give back to my very first friend....and" she paused again, "I felt like this was the last straw."

Rainbow's mouth dropped, "Am I a bad friend?" she asked, "Did I make you feel like you were lesser than me?"

Fluttershy gazed at her friend and shook her head, "No. No, no it's not your fault. It's just how it's always been," she said. She allowed her words to blow strands of her mane like grass, "I've never had anything against you, Rainbow Dash. I cherish our friendship more than anything else."

"B-But I still don't understand," Rainbow said, leaning closer to her, "How did I make you feel like nothing?"

"You didn't," she answered, trying desperately to avoid looking at her, "I was never really much anyway. You didn't make me feel like nothing. I just feel like my entire life with you has been about repaying you for doing everything for me," she paused, "standing up for me when those colts were bullying me, finding me after I fell to the ground, being there for me. I wanted to make it up to you by doing stuff for you and trying to grow up," she stopped and clenched her face, but she was determined to continue, "It's just that when I failed you, I felt like it took a toll on you. Something must have told you that you were just wasting your time. But with this, I was really scared...I thought you would have been done with that filliness that you were grossed out by. I thought you would have left me alone...So..." she drew in one last breath, "I'm sorry."

Rainbow didn't know what to say. She was flattered by the respect and loyalty, but was saddened that it came at the cost of feelings of indebtedness. All she could have done was hugged her friend, who flinched at the sudden gesture.

"Don't feel that way, Fluttershy," she softly exclaimed, "That's not what friendship should be! All I ever wanted was for you to be happy," she took her hoof and brushed Fluttershy's mane to reveal an anguished face, "I may have been annoyed at times, but deep down I realize that it's your very nature to like that type of stuff or seek that sort of help. And don't think I'm proud of showing irritation to you. I beat myself up once I realize how much joy I get out of spending time with you."

She saw glimmers of relief appearing in Fluttershy's eyes, but she continued, "I'm not perfect. I make mistakes too. I chose to do all those things for you because I know you like them. I'm your friend because you're a good pony and I like you. Don't feel like you owe anything to me! I want a friend, not a servant!"

All that they could hear was the rain outside. The windows flashed and several seconds later was a crash.

"You did nothing wrong," Rainbow said, "You loving me is not the 'last straw'. There are no straws in this friendship. You could be gay, straight, or some of those crazy aliens Twilight met when she went through that mirror. I'll always be there for you."

Fluttershy's breathing was steady—a good sign. Those eyes, however, were directed at the wall. Rainbow looked up to see her friend, "I'm not gay," she finally said.

Her friend was shocked, "What?!," she said, "H-How is that?"

Her immediate response was a steady flow of air entering and exiting her muzzle. She closed her eyelids, as if she was finally a peace, "You're my closest friend, Rainbow Dash. I thought you're the only one I know I would want to be my special somepony, but I couldn't possibly seeing myself being with any other mare."

She then reopened her blue eyes and looked down at Rainbow.

"But...now that I think about it, my love for you wasn't the same as for special someponies."

Rainbow nudged her head, still confused, "So what was it like?" she asked.

She exhaled and wrapped one of her hooves around Rainbow's back, "Like how sisters love each other. If I had to sum up our relationship, we would be sisters, not friends," she said, "It may be years before I truly find a colt friend, but I don't care. I'm sorry for putting you through this mess tonight."

"It's fine," Rainbow said, smiling, "You don't have to apologize. As long as you're happy now," At that moment, the thunder rumbled again, "Besides, I think a sleepover would be fun."

The two sat in the same position for a while, listening to the rain continue. Occasionally, there would be a flash of lightning and burst of thunder, but Fluttershy didn't mind. As far as she was concerned, it was like being outside on a sunny afternoon. And Rainbow was very much the same; she embraced what had become an unexpected evening. She thought about how her friend had grown since fillyhood. She knew Fluttershy never liked certain things even as she grew, storms included, but it was that loyalty and gentle demeanor that made her a good companion. She looked up to see her looking down at her. As Fluttershy watched Rainbow, she was in a state of perpetual tranquility.

"Thank you, Rainbow, for keeping me company."