It was a calm night in Ponyville, everypony was quiet and peaceful. Well, almost everypony.

Fluttershy let out a loud squeal, fearful of what would happen next. You see, Pinkie Pie had invited Twilight, Rainbow Dash, Apple Jack, Rarity, and Fluttershy to spend the night. The ponies were all having a good time until it started to storm severely and the power turned out at exactly midnight. Even then, most everypony was calm, except for Fluttershy who had a terrible fear of the dark. Plus, earlier that night they had watched a horror movie, which Fluttershy hid her head and cried for most of, which made matters worse. All anyone could see of each other were their eyes, all except for Fluttershy's, which were squinched closed. Pinkie Pie was hopping about, humming a tune to herself, Twilight was trying to use her magic to turn on the lights, Rarity was brushing her hair in the dark, Rainbow Dash was sighing and trying to block out Fluttershy's crying, and Apple Jack was trying to calm Fluttershy.

"I feel like a bat!" Pinkie Pie cried, bouncing into the air once more.

"Or a ghost." Rainbow Dash replied, trying to scare Fluttershy. Fluttershy let out a faint squeal as Twilight finally lit a candle. All of the fillies could see that Fluttershy was crying quietly, and Rainbow Dash had joined Pinkie Pie in a dance, and that Rarity was hyperventilating from being scared about her fashion.

"Uh…..Rainbow?" Twilight asked. "What exactly are you doing?" Rainbow realized that a candle was lit, and laughed nervously.

"That was you dancing with me?" Pinkie squealed. "I had no idea you could be as crazy as me!"

"Neither did I…." All of the other ponies except for Fluttershy said. Soon, all of the ponies started to do candle lit games…..again, except for Fluttershy.

"Hun, there ain't nuthin' to be afraid of, now stop your cryin' and come have some fun." Apple Jack said to Fluttershy, who was still cowering in a corner, a pink security blanket that she had had since she was a foal draped around her like a cape.

"A-Are you s-sure?" Fluttershy stuttered, looking around cautiously.

"Yes we're sure, now come on! A little fun never hurt anyone!" Twilight reassured the small filly 2 years younger than herself. Fluttershy slowly trotted out of the corner, the look of fear still in her eyes.

"Sheesh, Fluttershy! You're just as much as a wimp as when you first learned to fly." Rainbow Dash said jokingly, remembering the day that Fluttershy had learned to fly at flight school. Fluttershy giggled and blushed a little, she, too, was remembering.

"What? What's so funny?" Pinkie asked, never wanting to be left out of a laugh.

"Well, um…." Fluttershy blushed some more.

"We can tell you the story, if you want. It'll sure make for a good laugh." Rainbow said. The other ponies all wanted to have a laugh, so Rainbow and Fluttershy began the story.

"Since we're about the same age, only me being a month older than Fluttershy, we started flight school at about the same time." Dash started the story. "I don't know about her, but I was ready, and eager to start training."

"No, mommy! Don't make me! I don't want to!" A foal Rainbow Dash begged, her mother standing tall in front of her.

"Oh, Dash, you must go. I know you can already fly, but you must how to fly gracefully, and properly, my dear." Small rainbow whined at her mother's words. "It'll only be for 3 months, no longer." Dash held back tears as her mother kissed her on the cheek as they flew to the school. Others, however, were not so brave. A small Fluttershy screamed and cried as her mother tried to get her out the door for school.

"No, mommy!" Fluttershy squealed, tears pouring from her eyes. The small, clumsy, shy foal stumbled forward and burst into a fresh river o tears. Her mother groaned, scooped her foal onto her back, and started flying toward the school. Neither mom was enjoying this, sending their youngest off for three whole months, into a completely different place. But, it had to be done.

"Mommy, did you go to flight school?" Dash asked her mother, the two flying side by side to the school.

"Yes, my dear. That is how I learned to fly so well. If I hadn't, I would be stuck low in the sky and not be flying high at all. I promise you, my dear, you will love this. Try to make some friends." Dash's mother calmed the young foal, stopping her crying.

"Mommy, I don't feel good…." A small Fluttershy whined from on top of her mother's back.

"Not again, sweetie…" Her mother sighed. "Each time you start a new school, you get sick before your first day. It has happened twice before, has it not? And you are always fine afterword." Fluttershy moaned and took a deep breath, tears welling in her eyes once more. "That's it. Don't think about it. Take deep breaths." Fluttershy soon felt better, but was still scared as well as little Dash. Both small ponies burst into tears once more, clinging to their moms. Soon they both arrived at the school, Dash and her mom arriving first.

"Goodbye, Mommy." Dash said softly, hugging her mom once more before she left her alone in her room. Rainbow had stopped crying, but was still sad. Soon, a small yellow filly with a pink mane slowly wandered into the room, tears streaking her face as the young foal sobbed. Dash watched closely as the other pony's mother left, kissing her daughter on the cheek, leaving the little filly crying on her bed.

"H-Hi…" Dash stuttered, wanting to find out more about her roommate. "I'm Rainbow Dash. Who are you?" The other filly looked up, but remained silent except for crying. It was late, Dash thought that her roommate might only need some rest and then she would talk. Wrong. The next morning Dash awoke to her roommate lying in her bed, hugging a security blanket close, singing a lullaby quietly to herself.

"Hush now, quiet now…" Dash could understand those words, seeing that the young filly was a beautiful singer. But, being only a foal, Dash couldn't help but to blurt out the first thing that came to mind.

"You still have a blankie?" She cried. Her roommate quickly turned her head to Rainbow, stopping her singing and clutching the small pink blanket closer. The younger foal's lip quivered as tears welled in her eyes. Rainbow soon realized what she had done.

"Oh, I didn't mean that, I only meant to say….ummm…." Her roommate had started crying again. "You are a beautiful singer?" Dash felt awful. She didn't even get to learn her roommates name before making herself seem mean. She plopped back in her bed and huffed, her roommate's crying beginning to soften to sniffles. Soon, after the two fillies had both dozed off once more, a loud call was heard.

"All ponies report to the cafeteria. Breakfast." A heavy male voice called through the halls. Dash stood, so did her roommate. The two silently walked down the hall to the cafeteria, until they got there. Some older girls stared at Dash's roommate for a while, and then burst out.

"I know you…." The tallest said. "You're Fluttershy, the crybaby of Cloudsdale…" The small filly hunkered down, tears forming in her eyes once more.

"So that's your name!" Dash cried, turning to Fluttershy.

"Girls…" A pony said. "Don't pick on the newbies, they only got here yesterday." The older ponies quieted down. Fluttershy and Dash got their food, ate, and followed the others to training. Coach Robert Evens (Yes….named after a restaurant.) was very strict.

"Alright, ponies. We will start with each of you; fly a lap around the yard when I call your name." He started calling names until finally Rainbow and Fluttershy.

"Rainbow Dash?" He called. Dash jumped up and flew around in 5 seconds flat, coming to a stop at Coach once more. "Lastly, Fluttershy?" He called. The small filly shivered, remaining still and starting to whimper and cry. "What are you waiting for? GO, GO, GO!" The Coach yelled, Fluttershy bursting into tears once more. Fluttershy stretched her wings, and flapped slightly, nothing happening, no flying. Coach Evens growled, Fluttershy crying even harder.

"What's wrong with you filly?" He screeched. Fluttershy mumbled something. "I can't hear you!" Coach now yelled. Fluttershy whimpered and shivered, staying plastered in one spot.

"Sir, I don't think she can fly." Dash stepped over toward Fluttershy. "Take it easy on her. She's littler than even me, so take it easy on her."