There it was, that look of nervousness. Of course, Fluttershy always looked nervous, or afraid, and well, shy. But today, her friends noticed something more. She looked downright frightened, and seemed to be walking a bit funny. Twilight was oblivious, Pinkie was curious, Rarity practically glowed with enthusiasm, and Applejack was worried. Rainbow Dash however, just didn't care. It was none of her business, even if it was her closest friend. And if none of her other friends had the guts to approach the timid pegasus about her personal life, who was she to butt in?

But of course, ponies talk. Ponies always talk.

"I dunno Rarity, I think maybe she just needs more exercise. She doesn't fly as much as Rainbow Dash, but she still eats the same. Mrs. Cake always tells me I would blow up like a balloon if I was any less hyper, with all the sweets I eat." Pinkie scratched her mane with a hoof. "Heh, I think that may be her way of telling me to stop eating all the profits, but I just can't resist the triple-mocha-fudge brownies!"

"Ehhh, she may have a point there Rarity. I eat like a normal pony, and I'm fit and thin. I'd prolly gain weight too if I sat still as much as she does." Dash chipped in from a low lying cloud she was lounging on near her friends.

"Yes, that may be true, but the other day at the spa, when she was having her tail primped, I snuck a peek. She is practically leaking, even if her belly isn't showing much. It's unsightly to go out in public with your teats hanging down like that!" Rarity was practically rabid about her friend's condition.

"I don't get it, why is everypony so upset about Fluttershy gaining a few pounds?" Twilight looked confused at the faces of her friends. "I mean, it is getting towards fall, and everypony puts on a little weight before winter." rolling her eyes, she grunted. "Ugh, that reminds me, Rarity, I need you to make some adjustments to my saddle before the snow comes. I swear, if I keep growing like this, I'm gonna be as big as Mac in a few years. And these back pains... Need a new mattress as well." She stopped talking as she realised her friends were all staring at her with varying degrees of shock and disgust. "What? Do I have ink on my face again?"

"Uhh, Sugarcube? Ah'm not really sure how to break it to ya, but we ain't talkin bout poor Fluttershy gainin a bit o' weight." Applejack stopped to get some support from her friends, but they seemed happy to let her continue alone. Sighing, she continued, "Well, fer all the signs, it looks like Fluttershy may have a bun in the oven, an she ain't tellin nopony."

"What? Since when does Fluttershy do any baking?" Still oblivious, the unicorn turned to her confectioner friend. "Have you been teaching her, Pinkie?"

The sound of four hooves hitting faces echoed across the cafe where the impromptu meeting was taking place.

"Twi, we ain't talkin bout bakin." The farm pony sighed.

"But you said..."

"She's gonna have a baby!" Pinkie blurted out, bouncing in place with her characteristic spring noises. Ponies had long ago given up pondering what part of her anatomy even made that noise.

Once again, Ponyville knew the sound of one hoof clopping.

"Oh." Was all the purple mare could say as her cheeks burned with embarrassment.

"Yes, and as lovely an idea as having that dear pegasus being a mother is, the scandal that she is unwed, and not even dating a special somepony could go irreparable harm to her standing in the community." The white mare shook her head sadly.

"Yep, Ponyville is all big on family an all. Folks talk bad bout unwed mothers. Look at all the trouble they caused for Berry an Derpy. Poor mares barely come around town anymores." The farmer nodded sagely, her own family being one of the pillars that had founded the community.

"Thats a load of horseapples." Dash spoke up, dropping down from her cloud. "Nopony is gonna mess with Fluttershy so long as her friends are around. I'll buck the tar outta anypony that tries!"

"Now, now, Rainbow Dash. Violence isn't the answer. One of us is just going to have to talk to the poor dear and see if we can help her in her time of need." Rarity's perfect posture upheld her higher ground for a moment, before her face turned ugly and cruel. "And if we need to drag some stallion back here by his feed-bag, then we will do what needs done!"

"Umm, ok there Miss Crazy-lady. We are all here for our friends, so how are we going to handle it?" The pegasus started by glancing around the table, before shouting "NOT-IT!" and shooting off to the clouds.

Rolling her eyes, Applejack sighed heavily, and began to raise her hoof, before being cut off by a pink blur. "I'll do it!" Pinkie shouted.

"Um, you think thats a good idea, Pinkie?" Twilight hesitated to ask. "You aren't exactly the most, umm...

"Subtle."

"Tactful."

"Coherent." All three mares answered at once.

Pinkie's ears drooped, and her body slumped at the criticism. "Oh, but I am responsible. Look at how well I did with the Cake's kids."

Sighing, Twilight put a hoof on the pink mare's shoulder. "Okay Pinkie, you can try. Just try to be careful. You know how easily she can get upset."

Jumping up and popping back to her old perky self the party mare saluted her friends. "You can count on me! Guidance Counselor Pinkie Pie is on the case!" Cracking a grin, she shot off across the street and into the distance, without ever touching the ground from her chair.

"Ah think we better find Rainbow Dash. We may need her help ta find Fluttershy after Pinkie scares the poor thing off." Applejack shook her head to the chorus of agreement.


Ace detective Pinkie Spy was on the case! As the pink mare scoured the town for her quarry, she left no stone unturned. Literally. She popped out from every stone, flowerpot, mailbox and hidey-hole in her search. Not finding the yellow pegasus at home, her search spread outwards until at last the target was spotted, nervously entering the Ponyville clinic, glancing around to make sure she wasn't seen as she darted inside. Pinkie gave chase.

Creeping into the lobby unseen, the earth pony crept past the receptionist in search of her elusive prey, quickly finding her again by the soft sound of her voice. A voice that was unusually loud for the the timid mare.

"Three months? B-but thats not possible? What will I do?" Pinkie slunk closer to the door she knew Fluttershy to be behind, and cocked her ear to the door. "There must be some mistake! P-please, check again. Please!"

"I'm sorry Miss Fluttershy, but I can check as many times as you want, but the results remain the same. It's three months, and not a day less." Papers could be heard shuffling on a desk as the doctor consulted something. "A mare in your position should feel lucky. You are young, healthy, and you are an excellent caregiver. I'm surprised that you have gone this long without something like this happening."

"I g-guess so, doctor. I just don't know what to tell my friends." A sniffle punctuated her statement, and Pinkie backed up as she heard hoofsteps nearing the door.

"Well, if you want my advice, tell them the truth. If they are as good of friends as you say, then they will support you. And if they don't, then they do not deserve you as a friend."

"Th-thank you, doctor." Sighing, the sound of a door marked her reaching the exit, and Pinkie's time to bail. In a logic-defying leap, she reached the ceiling, and disappeared into an air duct. As she made her exit she heard the doctor's parting words.

"Make sure to come back regularly, Miss Fluttershy. We don't want anything to happen to you because of your condition."


After stealthily following Fluttershy to her home, Pinkie ditched the stealth suit in a nearby hole, where she kept it in case of a possible stealth emergency. Fluffing her hair back to it's normal poofiness, she approached the small cottage, but was halted at the door by a strange sound. Grunts and squeals of frustration could be heard from inside, and the pink pony prepared to peer on the possible problems her pegasus pal was having. Peeking in a nearby window, she froze in shock at the sight she beheld. The normally passive mare was on her back, legs spread in a most inappropriate display as she tried to rub her nether regions with her hooves. The teats on her lower abdomen were rather swollen, nearly the same shade of pink as her mane, and she was making frustrated noises while she tried to massage the teats with her hooves.

Pinkie quickly felt her face grow hot with embarrassment as she backed away from the window and pondered her options. Her friend was obviously having some trouble with her personal time, and needed some help with release. Rarity had once showed her the collection of toys she kept hidden from her sister, and practically bragged about how much fun it was being a unicorn and having access to such tools. Pinkie however knew how hard it could be without magic, and using nothing but your own hard hooves. Too bad she had no interest in mares herself, or she would be happy to assist her good friend in her time of need.

As the day darkened toward evening, a single firefly made its way out of the darkness under the trees, in preparation for the night's display. As it lazily passed over the pondering pink pony, it let off a pre-emptive flash, as a smile blossomed on the mare's face. She wasn't into mares, but she knew somepony that was... Or so the rumor went.


"Dammit Pinkie, I'm not gay! Why does everypony think that? I don't care if I didn't go drooling over a colt on hearts and hooves day." Rainbow Dash rolled her eyes at the pink mare. "What have I ever done that make anypony think I'm a fillyfooler?"

"Well, there was last cider season, when half the town saw you crawling out of Twilight's window at two in the afternoon, wearing a face like a glazed doughnut..." Pinkie drawled, leaning back against a nearby wall.

"Oh man, that was ONE time. I don't even remember what happened, except for the wicked hangover. I couldn't fly straight for two days!"

"Yeah, and you were walkin kinda funny too!" Grinning, she started examining her hoof, "But don't worry, I have plenty of pictures to help you remember."

"What!?" The pegasus shot into the air, panicking.

Slowly, the smile faded, as the pink pony polished the hoof on her chest before answering. "Well, you never know when you may become all famous and powerful, and I may need to blackmail you into a favor or two..."

The look of pure horror spread across Rainbow Dash's face as she realised just how sane her friend might be.

Suddenly a smile spit Pinkie's face as she looked up at her friend. "Gotcha! I would never ever let anyone look at my private collection, silly!"

Dropping to the ground, Dash gulped loudly. "Collection?"

"Oh yea, I collect all sorta stuff to remind me of my friends. Photos, mane clippings, undergarments... Did you know Rarity likes to wear black? I mean, REALLY likes black."

A cold sweat started to trickle down the cyan pony's spine as Pinkie's grin and eyes spread across in a manic rictus. "Pinkie, you are starting to scare me, just a bit."

"Oh, sorry." And suddenly, the cheerful party pony was back to normal, and the world seemed a bit brighter. "So, you gonna help?"

Sighing in defeat, Dash deflated a little as her wings drooped. "I'll talk to her. But I am not promising anything else! She's my oldest friend, and if she's preggers, then she must like stallions, and prolly doesn't even want any help from another mare."

"That's the spirit! Take one for the team!" Grinning happily, Pinkie gripped her friend in a tight hug.

Leaning into her friend's sweet smelling mane, Dash grumbled, "If you tell ANYPONY, so help me Luna, I will sonic rainboom your sorry flank into the ground from Cloudsdale. Not even You can bounce from that height."

Pulling back, the earth pony licked her friend's nose with a grin. "Okie Dokie Loki, Dashie!"

Wiping the slobber off her muzzle, Dash just scowled. "You really scare me sometimes, Pinks."


Steeling herself to knock on the cottage door, Rainbow Dash paused. She wanted to swagger in all confident, but this was beyond awkward. She slipped to the same window that had been used by Pinkie, but failed to behold the same sight. Instead she found her friend curled up and sobbing into her tail. Well at least she wouldn't be walking in on something indecent.

Sighing, she walked up to the door, and knocked, hearing an eep and a rather loud thump from within. Waiting impatiently, she began to tap her hoof, but no other sound came from the cottage, and finally she banged on the door harder. After a third time, the sound of a lock being thrown could be heard, and the door cracked open. Dash cocked an eyebrow at the door in curiosity; she didn't even know Fluttershy had a lock on her door.

"H-hello?" the timid voice of her oldest friend drifted from the crack in the door.

"Fluttershy, it's me. Ya gonna let me in?" The impatience was showing in her voice and manner, and she really didn't want to be here.

"Oh, Rainbow Dash! N-no, I'm sorry, but I'm... I don't feel well and I don't want anypony else to get sick." The sound of pitifully fake coughing could be heard as the door started to close again. "Please, come back later, if you don't mind."

Shooting her hoof out to stop the door, Dash forced it back open enough to see her friend's startled face. "Fluttershy, I know."

"Oh, what?" the yellow mare squeaked back.

"I know all about your little secret. So are you gonna let me in so we can talk about it, or am I gonna have to buck your door down?" The statement was backed up by hard thump against the door that made the other mare jump.

"Um, ok. I guess..." Backing away, the yellow flier let the door swing open as she hid behind her mane. She shuffled over to the couch as her friend came in and continued to avoid eye contact.

Sighing heavily, Rainbow Dash flopped down next to her friend, who flinched. "Really, Fluttershy. How long have we been friends? What, twenty years? Ever since flight school, when I helped chase off those bullies." She gently wrapped a wing around the other mare, and pulled her into a hug. "So when were you gonna tell your oldest friend in the world?"

Quietly, a sniffle emerged from behind the curtain of hair. "How did you know?"

"Are you kidding? Everypony knows! The way you walk, the swelling, the doctor visits..."

"Everypony?" The yellow and pink pony seemed to shrink in on herself.

"Well, everypony that's seen you. Ponies are talking, but your friends are all worried about you. You are having problems but you haven't come to any of us for help."

"I know, but I have been so embarrassed. At first I was able to deal with it, and the herbs the doctors gave me helped hide it, but now they say they can't get anymore. I just don't know what I'm going to do!" Turning to the chromatic mare, she sobbed into the colorful mane.

Stroking the pink tresses as she made soothing noises, Dash tried her best to be comforting. Inside, she was actually squirming, unused to being the sensitive caring type. "Don't worry, Fluttershy. No matter what happens, me and the others are here for you. We will help you get through this."

Sniffling, the butter coated pegasus looked up with a weak smile. "Thank you, Rainbow." Hugging her fiercely, she sighed into her friends embrace.

Not sure what to do, Dash just stared straight forward and patted her friend;s mane. "So, umm. If you don't mind my asking, who was the lucky stallion? I mean, me and the girls were all wondering, and Rarity is practically climbing the walls with curiosity. You know how that girl likes her gossip!"

Pulling back from her grip, the other mare looked at her friend with confusion. "What? What stallion? W-what are you talking about?"

"Oh, come on Fluttershy, we both took the same sex-ed classes. I remember you getting sick when they showed the film about VD. It takes a stallion to get a girl pregnant." She threw her hooves up in the air, "So, who's the stallion in your life? Because none of us can figure it out!"

"Oh no, oh my... I thought you knew?" The butter yellow pony sputtered, I-I'm not... Um, that is, I mean. Oh bother..."

"C'mon Fluttershy, spit it out already! You're not what?" Dash exclaimed in frustration. The suspense is killing me."

Taking a deep steadying breath, Fluttershy looked straight down at the floor, hiding behind her bubblegum mane. "I'm not pregnant. I'm a wetnurse."

"You're a whatnow?" The chromatic mare took a step back, cocking an eyebrow high in confusion.

"I'm a wetnurse. It runs in my family." Slowly, the painful truth emerged from the shy mare, in starts and fits. "Back, long ago, we served the royal family of Pegasopolis. When one of the royal family didn't have time to care for their foals, or a mare wasn't producing enough milk, the mares of my family would nurse them." Rubbing her forelegs nervously, she looked up to see the look of shock on her friend's face. Not getting any response, she looked down again and continued. "The mares of my family have a condition, where our hormones are out of sync, and we tend to lactate all the time. It get's especially bad during our monthly cycle. Usually I can control it with special herbs, and when it gets bad, I go to the doctor to be milked. They use the milk for young mothers and orphan foals that need it, and it pays for my medicine."

Glancing up, the look of shock had now faded to one of concern on her friend's face, and the tears flowed down her own yellow cheeks. "But now, they say the medicine is in short supply after the last shipment was spoiled by flooding, and the machine is broken until they can get replacement parts, and I have to wait three month until they can get it fixed and I don't know what I am going to do now that I can't hide my secret from anypony anymore..." In a flood of words, the shy mare broke down, clutching at her friend, crying out against her colorful mane. Dash just held her and let the tears flow, unsure what else to do as she held her sobbing friend.

Holy Celestia on a pogo stick, this was beyond awkward.

Slowly the sobs subsided, and the tears stopped. Dash offered a box of tissues that was gratefully received, and much nose blowing was had. Finally the shy pegasus looked up into the concerned eyes of her oldest friend and she smiled.

"Thank you Rainbow Dash. I never thought any of my friends would understand." She sniffled cutely and gave her another hug.

"It's cool Fluttershy, thats what friends are for. If there is ever anything I can do to help, don't hesitate to ask." The chromatic mare grinned. "That is, unless you want me to throw a race. That just ain't happening!"

"W-well, um, actually... there is one thing. Oh but, you wouldn't like it." Mumbling into her mane, Fluttershy couldn't bring herself to meet her friend's eyes.

"Name it, I'll do it."

"No, I couldn't ask you to."

"Seriously, out with it!" Dash grew irritated, "I said I'd help, and I mean I will help. So what do you need? Herbs from Zecora, a new milking machine from Applejack? Actually those wouldn't be bad ideas... Didn't she used to keep goats, before they went on a pilgrimage to Tebit?" Muttering off on a tangent, the blue mare rubbed her chin a moment, before remembering her friend, quietly waiting. "So what is it?"

"C-could y-you please, milk me? I mean, if you don't mind?" Barely audible, the flustered mare grew bright red, but could still be heard by her companion in the silence that filled the room.

"Say whatnow?" Dash took a step away. "Woah there filly. Okay, so maybe I experimented a bit in college, and maybe, I may have munched a few mares, ya know, just to see how the other side lives. But that sounds a bit too weird even for me." She shook her head in disbelief, "I mean, if word got around that I was a fillyfooler, then it may mess with my chances to get into the wonderbolts. How can I be scorin' with Soarin if he thinks I'm a mare muncher?" Although, she thought, gettin' a spitshine from Spitfire wouldn't be so bad...

"Oh, nevermind. I knew you wouldn't want to do it. It's just that, they get so full, and it hurts so much..." Leaning back, Fluttershy exposed her underbelly, giving a good view of her swollen teats, as well as other parts in the area. Rainbow Dash's eyes bugged out as her pupils contracted, while she gulped audibly. A familiar stiffness also made itself known as her wings became erect.

All she could do as her eyes glazed over was utter a single word, "Swag."

"What?" Squeaked Fluttershy.

Shaking herself out of her daze, Rainbow replied, "Uh nothing, just, y'know, never seen them all swollen like that. Most preggo mares keep them covered in public."

"Yes, I thought about that, but it would raise too many questions. And besides, I don't go out much anyway." With a sad sigh, she ducked behind her curtain of pink hair.

Nervously swallowing, the blue flier inched closer. "Okay, okay. Say I do this, just once. For a friend. Nothing more. You gotta swear to me that nopony will ever know, and you gotta swear that things won't get all weird between us." A nod in reply was her only response. "Swear it! I don't want to lose a friend, but if this gets out it can ruin me, so promise!"

"I-I swear. C-cross my heart, hope to fly, stick a cupcake in my eye." The shy mare made the motions for the Pinkie promise that had become a tradition around Ponyville. Everypony knew the punishment for breaking one, and nopony dared face the wrath of an enraged Pinkie Pie.

Sighing in resignation, Dash inched forward as her friend leaned back farther, giving full exposure to the area in need. "So, umm, what do do? Rub them with my hooves? Do I need to get a bucket? I better get a bucket." She turned to leave but was stopped by a quiet word.

"Wait." Brushing the hair from her eyes, Fluttershy managed to blush even brighter as she avoided her friend's eyes. "N-no. Please don't use your hooves, they hurt. Thats why I can't do it myself. You need to suck the milk out, like a foal."

Raising a single eyebrow, Dash gave her a rather disgusted look. "Really?"

Nodding slowly, the yellow mare tried to focus on her breathing and not start panicking again. "Mmmhmm."

Letting out a long-suffering sigh, Dash lowered herself to her friend's nethers, muttering about "The shit I have to put up with..." while at the same time wondering 'Just what does it taste like, anyway?' As she got closer, the heady smell of mare musk slammed her hard, and she almost panicked as her wings stiffened and emotions long buried resurfaced. This was going to get weird. Steeling herself and pushing it all aside, she lowered herself to the nearest teat and took it into her mouth. She had to admit, it wasn't her first, between her few forays into bisexuality, and that one time she sucked off a cow on a dare in school, but this was the first mare she was trying to get anything but pleasure from. The cute little meeps her friend was making weren't helping any.

At first, she received nothing but weird noises for her effort, but after a bit of experimentation, she found the correct movements and warm fluid began to trickle into her mouth. She was half expecting it to taste disgusting, but was surprised as a rich buttery sweetness washed over her tongue. Of course it would be sweet, coming from Fluttershy. She grinned and settled in to enjoy the strangest meal of her life. Closing her rose-colored eyes, the cyan mare sighed and let her mind drift off into a calmness she had seldom known. Vague memories of warmth and safety trickled to the surface. Hooves lovingly stroking her mane, the smell of fresh air and ozone from a morning flight, and that song. The song her mother used to sing to her when she was a foal. Her mother. A vague jumble of emotions, smells and sounds were all she had left. The face had long ago faded away with the rest of her early foalhood memories. She clutched at the fragments desperately, and started to remember. Her mother, the loving warmth, despite her rigorous training as a member of the Wonderbolts, was always there with a kind word and soothing embrace. Until the day she didn't come home from patrol, leaving herself and her father alone against the world.

"I love you mommy..." The words were out of her mouth, and her body stiffened as she realized what she had just said, and who she had just said it to. Without even opening her eyes, she growled in what was supposed to be a menacing voice, but came out choked with long-suppressed emotion. "Not. A. Single. Word."

A giggle was her response, as the gentle hoof continued to caress her mane. "I love you too, Dashie."

Suddenly Dash's eyes opened. The milk had run dry, but her tears were still flowing, wetting her own face and the fur of her oldest friend. It was Fluttershy who was lovingly caressing her mane. It was the yellow mare who was softly singing the lullaby that Dash's mother had sang to them both as she foalsat her closest friend's foal. Slowly she closed her eyes again, and the warmth of the moment returned as two friends comforted each other. One mare who wanted nothing more than to be a mother, and another who deep down wished only to have the mother she had lost, and to make her proud. Together they found comfort in each other's hooves, if only for a brief moment, as two lost souls touched.

-Author's note: If you enjoyed the loving tenderness of this ending, then I thank you for reading, and urge you to walk away now. Clop is incoming, you have been warned.