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Darn it. How'd I get myself into this mess?

Somehow Rainbow Dash found herself nervously jumping from cloud to cloud outside of Rarity's dress shop, unable to sit still. She couldn't stop thinking, couldn't stop her head from spinning.

This is all that darn unicorn's fault.

It started when she had finally taken Rarity's offer to join her for a trip to the spa. Fluttershy was stuck with her animals in the meadow, or perhaps was grooming Applejack's dog or Spike; she wasn't listening. All she could think of was now she was forced to keep her promise to be a part of a girly afternoon.

Honestly it wasn't that bad of a time. Rainbow certainly wasn't above being pampered and even considered coming back on her own time. It wasn't even hard keeping up conversation with Rarity; true, they rarely had one on one time normally, but it wasn't like they had nothing to talk about without the others around and she was cool in Rainbow's book. No, the worst of it was having to sit so close to her in the hot tub, or the steam room. The unicorn would move about in the water in a way that made Rainbow look away to keep from staring. She remembered her face flushing as a foreign feeling of embarrassment struck her. To make it even worse, Rarity had admitted as they left that she could have asked Twilight or Pinkie Pie to join her, but she sought out the pegasus specifically because she had wanted to spend the time with her.

Rainbow later walked the unicorn home and Rarity, gleaming in her freshly cleaned coat and mane, had thanked her for a great time. She remembered feeling strangely pleased all the way home and the feeling was still with her, weeks later. She found herself looking at her friend with new eyes, and she had to admit it.

That unicorn was down right gorgeous.

Finally she settled down enough to just sit on a cloud and stare down at the Boutique.

Well now I'm just bein' creepy. I mean it's just Rarity. Nothing's changed, it was just something new. Yeah! I just wasn't used to doing something so girly.

Rainbow nodded to herself, pleased with her lack luster reason. She'd been around the unicorn since then and it wasn't strange. Now wouldn't be any different, right?

Right, she thought firmly, then hopped off the cloud and flew down to the door. As soon as she knocked, however, she regretted it. She hadn't come up with a good enough excuse to why she was here as opposed to say, Sweet Apple Acres. She almost wished she was trying to talk to Applejack; she could have simply asked if the Apples wanted a scheduled rain storm for their crops and then let the conversation go from there.

Rarity answered the door way too quickly and Rainbow had to stop thinking. "Well hello Rainbow Dash!" She grinned when she saw it was a friend. "What can I do for you?"

"Hi Rarity. I uh, was just wondering if.. If you were looking for a scheduled rain storm today!"

Her smile was replaced with a perplexed look. "I'm...sorry?"

Rainbow flapped her wings, embarrassed at her fumble. "Uh, er, I mean…I was just around clearing some rain clouds and I thought I'd drop in for a visit"

"Well do come in, dear!" She stepped aside to let her friend in. "Your timing is actually perfect. Sweetie Belle is out with her friends today, and I was so wishing I had someone to bounce ideas off of. Do you have the time?"

Rainbow felt her ears perk, pleased to have an actual reason to stick around instead of making a foal out of herself even further. "Oh well I don't know much about fashion, but I guess I could do that."

"Excellent dear, follow me then."

Rarity took Rainbow to the workshop, where she immediately saw the pony mannequins were already wearing a draft of an outfit, a different variation on each. One sat in the center and looked a little more complete, probably the one that would be the final outfit. Rarity motioned for her to stay, then headed over to a screen and disappeared behind it. When she walked out again she was not only wearing her glasses, she was also pushing forward a sort of chest that held shimmering objects. Rainbow's curiosity got the best of her and she leaned in to get a better look but Rarity saved her the trouble by levitating an object out.

"Whoa, Rarity, are these gems?"

"That's right Rainbow Dash. You remember when you girls and Spike helped me out of that situation with the Diamond Dogs?"

Rainbow laughed, as it was hard to forget. "Ah well we didn't so much help you out: more like we got there just in time to watch you leave" She looked a little closer. "Y'know, I never saw just why we collected all those diamonds and jewels. Do you use them in your dresses?"

Rarity's eyes sparkled. "Yes, indeed! Step back a moment dear, and I'll show you."

Rainbow did as she was told, giving the unicorn enough space to work. Rarity used her magic to pull gem after gem out of the chest and over to the dress, where they swirled in the air before placing themselves in the right spots. At first it looked like the colors of the gems didn't matter and were randomized splashes of whatever happened to fly out of the chest, (which Rainbow realized she would have probably requested if this was her dress), but it soon became apparent that this dress had a plan to it. Ruby, topaz, and other jewels in that color range that she couldn't name were allowed but if an emerald or a sapphire flew out, Rarity used her magic to pull them out of the flow. As more flew through the air like they were on show and the dress started to come together, Rainbow was reminded of the colors of fall when the leaves are caught in a gust of wind and dance for a moment. She remembered her own Running of the Leaves and how pretty the leaves actually looked, once she took the time to notice them and not the finish line. For a long moment it was nothing but bright, swirling and dancing lights in front of her, before falling to the dress like a waterfall. She felt herself fighting to keep her jaw from dropping, as she had never seen gems on display like this, much less knew Rarity could even use them in her work. Was this what other ponies felt when they watched the clouds change from rain to rainbows?

Both ponies were silent as Rarity worked, and when it seemed the unicorn was satisfied, she stood up straighter with a pleased nod. She looked over at her friend with a smile. "I haven't had to use diamonds and such much after I finished the dresses for Sapphire Shores. This time I didn't want it to be as 'flashy' as those were. While it does still shine, trust me when I say this is much tamer. What do you think?"

"Rarity! Where'd you learn to do that? I mean I know you can do some great work, but this was just amazing!"

She looked startled for a moment at the blunt question then laughed brightly. "Well darling, it is my special talent to make all things fabulous."

Rainbow trotted over. "Wait, so that's why your cutie mark is a buncha diamonds?" She asked, poking said cutie mark.

"Yes dear; the day I got this, I found a large amount of gems hidden in a giant rock. I've used them in my work ever since!"

"Wow, that's so cool." Rainbow beamed, then looked at her own cutie mark. "Oh, heh. I guess you already know how I got mine…"

Rarity gave her a strangely fond look. "Indeed. It's curious: both times you perfected your Sonic Rainboom, it directly helped me. Well, one more obvious than the other." She added with a nervous smile.

The look brought back the feelings she felt on the spa day and Rainbow felt her face flush again. She tried to shake it off. "I guess it did. Heh, you're welcome." She said smugly, with a smirk to match. Then she added, "Make sure to be there the next time I perform it."

Rarity laughed and swished her tail. "I certainly hope I will be."

Rainbow did her best to make sure she kept her cool for the rest of the visit. She wasn't sure if Rarity would catch onto all of her face blushing and wing flapping but she didn't want to take the chance. She also lucked out, as it seemed less that the unicorn was looking for someone to coach her on the outfits and more that she enjoyed having an audience, or maybe simply company, something Rainbow was more than willing to sit back and be. She didn't even mind keeping an eye on Sweetie Belle once she came home, although the filly's energy was so boundless in the workshop that Rainbow had to chase her down multiple times.

At the end of the day, it was Rainbow's turn to be walked to the door.

"Thank you so much for the surprise visit, Rainbow Dash! You simply must stop by more often."

"I'll try to." Rainbow smiled, wings flared to take off.

"And next time you do, I'll make something special, just for you." Rarity promised, looking excited at the idea of making a gift. When Rainbow assured her that she wouldn't be asking for another dress, she looked even more excited.

"Thanks Rarity. I'll see you around!"

She took off, and with one more look down at the unicorn, Rainbow was now sure. She'd fallen for that mare. She wondered for a moment if telling her so would be a good idea, then realized that would be a pretty big challenge. But then she smiled, convinced. Rainbow Dash didn't back away from a challenge.
~~~~
A lady is always composed, Rarity told herself, but once Rainbow Dash was gone, she allowed herself a not-so-ladylike moment. Now she couldn't help the blush on her cheeks and the small step to her trot. She didn't know why Rainbow had decided to show up today, but that didn't stop her from being overjoyed to see her.

It was getting late, and Rarity got to work closing up her shop and making sure Sweetie Belle was getting to bed, however her attention was elsewhere. She had already known ages ago that her feelings for the blue mare had changed. She thought back to the day of the Sonic Rainboom and what was on her mind that night; how swiftly Rainbow Dash had come to her rescue after what she had put the flier through. How she couldn't stop thinking of the brilliant sight of the Rainboom and what it meant to both Rainbow Dash and herself. More importantly, she couldn't shake off the feeling of relief and safety she felt once Rainbow had grabbed her, saved her, and taken her back to the clouds and it lingered long after she was back on the ground.

Rainbow had been her hero that day, and although once Rarity was safe Rainbow started the inevitable gushing over the Wonderbolts (she had, after all, been their hero too), that was still something special between them that couldn't be taken from her. She remembered getting up the next morning and seeing Rainbow Dash again had set her heart fluttering;  things had was different, and she knew it was best to act as if they had not.

She spoke of this only to Fluttershy, who promised to say nothing and agreed that acting as normal as possible would be best if Rarity truly didn't want Rainbow to know. For a while it was simple to act like nothing had changed, and at some points Rarity even wondered if she was just imagining the small heat on her cheeks. Maybe everything was still the same. But then she met Blueblood and how much of a gentle colt he truly wasn't.

Blueblood would have never turned tail and saved her.

But Rainbow Dash had, without a thought.

Rainbow Dash had risked everything for her, while the pony of her dreams would have never done such a thing.

It was with this realization that Rarity decided she couldn't pretend nothing has changed. She had fallen hard for her friend that day, that exact moment, and was still falling, months later. But she wasn't going to push. A lady must never push. If she was being honest with herself, she had always thought Rainbow considered her more of an annoyance whenever she was around. So it surprised her each time the pegasus agreed to assist with modeling or joining her for a day at the spa or in general sent a pleased look her way. Maybe Rainbow really did enjoy having her around.

As she climbed into bed, Rarity thought that, after today, maybe letting her know wouldn't be so hard after all.

Prince Charming really had nothing on heroes.
***
Just a few days later, Rainbow found herself in the skies again. She told herself she wasn't searching for anypony or anything specifically, but if she ran into Rarity again that'd just be a coincidence. She knew of course that she was lying, but that was better than making herself seem too eager.

As it turned out, she did find Rarity rather quickly. She was speaking to Applejack just outside of Sweet Apple Acres. Seeing this made Rainbow feel a small spark of jealousy, which she quickly turned into the competitive spirit that she and Applejack always shared. She knew Rarity and Applejack had a strange sort of relationship where they seemed to put up with each other just as much as they enjoyed each other, and couldn't help thinking this would be a good time to try and impress Rarity. Turning in the air, she swooped down and landed.

"Hey guys!"

Both looked a little surprised at her sudden arrival, but Rarity was the first to greet her. "Oh! Hello again, Rainbow Dash!"

"Well howdy Rainbow, what brings you here?" Applejack asked kindly. "You lookin' for some apple pies as well? Rarity here was just askin' if I had a fresh batch; I'm afraid I don't but I'd be more than happy to talk to Granny Smith for y'all."

Rainbow shook her head. "Nah, no pies for me thanks. You two just looked like you were having a good time without me, so I decided to drop in and make it even better."

Applejack smirked. "Nosy and egotistic as ever I see."

"I ain't nosy!"

"Looks to me like you are!"

Rainbow flared her wings, feeling genuinely indignant but also playful. "You wanna settle this right here, AJ?"

Not one to turn down a challenge from this pony, even if it did look like she only came down to start a fuss, Applejack tilted her hat. "Sure thing, partner. What'd ya have in mind?"

"A race!"

"You two are too much sometimes." Rarity, who had been watching them with an amused look on her face, laughed. "Always ready to buck heads."

Applejack glanced over at her. "You wanna keep the score for us, Sugarcube?" (Rainbow fluttered her wings sharply.) "You can be the final mark. The first mark'll be that tree over yonder." She pointed to the first tree in the distance; not too far, but a good enough space away that running towards it and back would be a good race.

Rarity tapped her front hooves a bit. "Gladly! Oh how exciting!"

"That sound fair to you, Rainbow?"

"Sure thing. Now less talking, more running!"

"An' no wings!"

Rainbow's wings dropped. "Oh I-- I mean of course no wings! I knew that!" She tucked them tightly against herself as the two smirked at her. "No promises…" She muttered; sometimes they just had a mind of their own.

"Just try your best, Rainbow." Rarity smiled, then backed away from them a bit "Alright now you two, get set…. Go!"

Without the use of her wings, Rainbow couldn't give herself a burst forwards so she and Applejack galloped forward at the same speed. Just like during the Running of the Leaves, they were nearly an even match; when one would pull ahead the other would catch up or else they were practicly tied. Feeling more competitive than usual since she was using this race to gain Rarity's favor, not that Applejack knew of course, Rainbow tired her best to give her run more power. They reached the tree at nearly the same time, each heading for a different side and at this point Rainbow couldn't help it; as she turned sharply to circle the tree and switch sides with Applejack, her wings flared out to help her keep her balance. She tucked them back and heard Applejack laugh over the sound of their hooves.

"We said no wings."

"Sorry! I ain't flying or anything!" She offered back.

"You sure ain't!" The earth pony grinned before pulling forward.

Up ahead they could see Rarity waiting, looking a bit nervous and no doubt wondering if she was clear enough to avoid being run into or not have dirt tossed at her. Not about to be outdone just yet, Rainbow galloped harder and faster and she and Applejack skidded to a stop only once they passed Rarity.

"Good show, you two!" Rarity gave a little hop after the dust cleared.

Applejack waited to catch her breath, then asked. "So who won Rarity?"

The unicorn bit her lip. "Actually you two were neck and neck. I believe you tied."

"Awww!" Rainbow instantly whined. "But I was winning!"

Applejack laughed. "Don't fret now, just a race between friends is all."

If Rainbow had a response, she lost it when she heard Rarity claim "Me next." The two looked at her, completely surprised.

"What? You think I can't run? Come now Applejack, let's see how you do against a lady."

Applejack still looked confused. "You lookin' to race, Rarity?"

She looked like she was thinking it over, then decided "Sure. How about it?"

"Alright Sugarcube, you got yourself a deal."

Rainbow took Rarity's spot as the final mark and watched them take off to the tree. Feeling dejected, she kicked the ground a little, wings dropping. She didn't want them to notice her pout, so she kept her head up high and watched on them like nothing was wrong. Although Rarity certainly wasn't a slow runner, Rainbow could tell right away that Applejack wasn't running at full speed, and instead it was starting to look to her more like they were running together instead of racing each other. They stopped even with the tree, then turned on the spot in a flurry of dust and started running back, not opting to circle the tree like Applejack and Rainbow had. She flapped her wings sharply again and began to wonder if she wasted her time trying to be impressive.

She felt more than saw them reach her and stop. She put on a smirk.

"Applejack obviously won." After hearing Applejack laugh triumphantly, she added with a teasing glance. "You gave it your best lady-like shot Rarity."

"Ha, ha." Rarity laughed sarcastically, coming up next to the pegasus. "Ready to give me your best, Rainbow Dash?"

Rainbow blanked. "What?"

"Obviously it's your turn, darling." She winked.

Applejack chimed in. "She will give ya a run for your money, that's for sure."

"As if! There's no way she could beat me, the fastest flier in Equestia."

"Certainly not in flying." Rarity admitted, and here she gave Rainbow the same fond look she'd given her a few days ago. "But your gallop is about the same as the rest of ours."

"She has a point, Rainbow." Applejack smirked. "Now you two get goin'; I'll stand here and be the finish line, but after this I'm afraid I gotta get goin'. I promised Fluttershy I'd help her round up some animals, and you two sure gave me a good warm up."

"Alright, Rarity. Let's race."

"No wings, darling." And Rainbow gritted her teeth, keeping her wings close.

Applejack gave the signal to go and, again, without her wings to push her forward, her starting push was average and Rarity kept with her almost perfectly. Rainbow had at first told herself to not hold back but she found that like Applejack earlier, she didn't completely run at full speed. She almost didn't need to, as Applejack had said, Rarity was a lot faster than she looked. Rarity nearly always kept up with them when she needed to on an adventure of theirs, so why should she have expected any less. She was also keeping rather close; while Applejack had passed the tree on the opposite side and the two switched places as they turned, Rarity was keeping on Rainbow's side. Mapping it out in her head, Rainbow couldn't resist showing off.

She put on more speed and pulled ahead of Rarity and, without really thinking about it, spread her wings, lifting off the ground just enough to swoop around the trunk of the tree in a swift, graceful motion. What didn't occur to her was Rarity changing course as soon as Rainbow was in the air; hadn't thought the other would turn sharply enough to pass in front of the tree instead of spinning around it, even kicking off the trunk for leverage; and certainly didn't expect her to jump just high enough to reach and tackle the Pegasus to the ground.

They tumbled in the dirt for a moment and then Rainbow looked up and saw herself pinned down at the wings by Rarity, of all ponies.

"What in the hay?" She sputtered after getting over her shock.

"You broke the only rule. No wings, darling." Rarity said simply, shaking the dirt off her coat but not making any motion of getting off. Rainbow started to fight back a blush.

"W-well… you didn't say 'no flying'?" She tried, moving her hooves weakly, thinking back to what Applejack had attempted during the Running of the Leaves.

Rarity laughed and shook her head. She still stayed in place. Rainbow took the time to study her face and saw she almost had a blush matching her own. This could have just been from the run, or, Rainbow realized with a jolt, maybe she was an impressive show off after all. This made her smile, albeit a little smugly, and Rarity smiled back; Rainbow couldn't stop thinking how pretty it was.

Then she crashed back into reality when she heard hooves and remembered Applejack was still watching them.

"Oooh boy, she got you pretty good Rainbow!" She chuckled when she reached them. "Looks like Rarity doesn't take kindly to cheaters, hm?" ("I certainly don't darling." She said, a sparkle in her eye.) Rainbow grunted and looked away. "I reckon Rarity won this one."

Rainbow gave a sharp "What?!"

Rarity stepped off Rainbow's wings, but didn't exactly give her much space to get up either.

"Well like I said, I gotta get goin'. Critters are waitin' on me. You give me a holler next time you want another race, Rainbow Dash."

"Will do." She answered a little sarcastically as the earth pony galloped off. She was more than convinced Applejack was running off to tell Fluttershy about this embarrassing situation she was in. That she was still in.

"Um…Rarity? Mind gettin' up? Kinda stuck down here."

Rainbow expected her to look startled or something similar, but instead she simply said "Of course, darling." and stepped back calmly. Rainbow quickly sat up and shook the dirt off. She gave Rarity a hard look over then laughed a bit.

"Alright I'll admit it, you're pretty slick there Rarity. You could keep up with me any day I'm sure. But not in flying!" She added, mostly to boost her own ego. Rarity looked pleased enough at that, so she finished with, "just don't be jumpin' me out of no where like that."

"I do apologize for that, dear. Very unladylike, I'm not sure what came over me."

They had started walking now, although neither seemed to be paying much attention to where. "Ha. I think you're lyin'"

Rarity smirked and shot her a look that Rainbow could only describe as crafty. "And I'm sure your flashy displays were all genuine then, Rainbow Dash?"

Rainbow didn't answer, only looking away with the thought, she noticed! However, now that she had broken eye contact, she glanced around and noticed where they ended up and felt her ears drop in shock.

"The spa?! Why is it always the spa?"

"Well we are dreadfully dirty, my fault of course, and sore from running I'm sure, so why not freshen up a bit?"

Rainbow blanched; Rarity laughed and stepped inside.

She's doing this on purpose.
~~~
At first it seemed to Rarity that maybe she was on the wrong track. Maybe spa dates just weren't Rainbow's thing and she was indeed pushing? Maybe Rainbow wasn't showing off and she had misread her entirely? She had to admit, she was simply running on hope.

When the two stepped out of the spa later at sundown they ran into Pinkie Pie and Twilight. Pinkie bounced on the spot and asked Rainbow if she wanted to do some late night pranking, but amazingly Rainbow turned her down. Pinkie nodded and walked off with Twilight, chatting happily into the unicorn's ear.

Rarity watched them go, flashing Twilight a smile when the other unicorn looked back with a roll of her eyes and her own smile, then looked behind her and saw Rainbow trotting back to her side. She titled her head and her expression must have looked confused, as Rainbow said, "What? Tryin' to get rid of me? I figured I'd walk you home again." She flapped her wings, tossing her head, obviously pleased with her freshly cleaned appearance, and Rarity looked away to hide her blush. Her fears were put aside; even if she was misreading her friend, she decided she would try to tell her tonight.

"That's very kind of you, Rainbow Dash." But she wasn't ready to go home just yet. Luna's night was approaching and Rarity felt it would be lovely tonight. She had another place in mind to see before going home. She remembered how enamored Rainbow had seemed while watching her make a dress out of jewels.

Rainbow waited patiently as she looked around. "Come with me, won't you? I have something I'd like to show you."

"You don't need to be home?"

Rarity looked over her shoulder. "Do you, dear?"

Rainbow flapped her wings again, laughed and ran after her.

They were both quiet as they walked side by side. Since Rainbow didn't know where they were headed, she didn't seem to have her natural urgency to get there first. In fact, Rarity realized she seemed perfectly grounded, her wings moving contentedly at her side. Rarity thought back to when she assumed Rainbow found her annoying, and blushed again when she realized she didn't have the smallest doubt right now.

The scenery around them turned more rocky, not typical to Ponyvile. She stopped and Rainbow looked around, then startled a little.

"Hold on…Rarity, isn't this where the Diamond Dogs live? What're we doing here?"

Rainbow looked around frantically for any holes or signs of the dogs, even stepping in front of her a little. Rarity smiled at that, thinking that if she had come up with a story that the dogs had come back and she needed her friend's protection, Rainbow would have charged off heroically.

"It's alright darling. We're not as deep into their territory as last time, and they shan't be bothering us again. See? We're a little closed off even."

Rainbow looked around a bit more, then saw that the spot they were in wasn't as opened as the space the dogs had been last time. She settled down and smiled. "Alright. So what are we doing here?"

Rarity sat. "Come, dear, sit by me won't you?"

She waited for Rainbow to get settled, then looked around a moment at the ground and rocks around them. Then she closed her eyes and concentrated her magic.
~**~
Her horn shone a soft blue, weak at first then got stronger, and a few spots of the same blue glowed in front of them. Then it traveled and the magic split up and soon they were surrounded by clumps of light. Suddenly the blue gave way to sparks of different colors, and Rainbow realized they weren't magic, they were gems under the ground, shining through as if the earth was clear water. They were all around them, not just the ground, but the face of the rock walls and probably so much farther but Rarity's magic didn't reach. Rainbow remembered Twilight using this spell to make a path underground, but they had had more important matters at the time than to look anywhere but forwards so Rainbow hadn't paid much attention. So this is the spell Rarity is known for.

Now it was like little colorful fireflies were floating around them. Rainbow smiled at all the colors, and laid down to settle on the ground when she felt Rarity do the same.

Rarity finally opened her eyes, careful to keep the spell going. It was her favorite and her second best to use but like most unicorns, it was harder to keep a spell up if her attention wandered. And with her friend's weight against her, her attention was in danger of indeed wandering. She couldn't help settling her gaze on Rainbow's face as the other looked around at the display. The light from her horn and the spots around them shone on her friend's mane and coat. She wondered what Rainbow would do if she told her she was a pretty pony; Rainbow didn't seem like one to accept that compliment, but it was all Rarity could think as she watched.

And she was extremely flattered to see the look of awe on Rainbow's face. Although she had hoped for such a reaction, she wasn't sure why Rainbow was so pleased; this just didn't compare to a Rainboom.

Rarity startled when Rainbow looked over with a smile. "This is awesome, Rarity. It's like star gazing, but better. I mean stars are cool and all, but they're so one note."

"You think so?"

Rainbow studied the soft glow on the unicorn's coat. "I had no idea you could do this. Or well, I mean...I never paid attention. I thought dresses were dresses and left it at that." She wasn't sure what to say after that and looked away again.

"Don't be sorry now, dear." Rarity smiled. "Not a lot of ponies get to see me work after all. I don't take a lot of ponies to this place, as it is rather tedious to watch me digging all day. Still diamond hunting would be the only interesting part of the job for others, I do think. Applejack's job, and yours as well, are a lot more exciting than dress making. But I love my job." She added, a little wistfully, looking at the gems around them.

Rainbow felt a little ashamed to know so little about such an important thing to her friend. She didn't want her to think that just because it wasn't as exciting as weather making that that made her job boring. But Rainbow wasn't as good with her words, so she leaned over and brushed her muzzle against her friend's cheek as she thought of what to say.

Not expecting the gesture, Rarity felt her face burn and she stared intently as Rainbow spoke. "Well that's a funny thing to say. About it being exciting, I mean. My job helped me meet my heroes, and yours did too. Sapphire Whoever, that Hoity guy, and Photo Finish was it?" (Rarity laughed at her attempts at remembering names but said nothing.) "All those Canterlot big wigs, as hard to impress as the Wonderbolts, and you impressed them alright." Then she finished with a smug grin, "You're as legit as I am, Rarity. You are one impressive pony."

Rarity laughed, and she couldn't help it, she was so surprised; her attention was lost and the spell dropped from her horn with a spark of light. Leave it to Rainbow to be a sweet talker. Not sure what to say, but not one to stutter like a foal either, she quietly stared forward into the now quiet darkness until she felt the other break out into pleased laughter.

"Left you speechless, huh? Yeah, I have that effect sometimes."

"I supposed you did, yes." Rarity said softly. "You know, you've certainly had an effect on me lately. I should tell you, dear, I've considered you a hero of sorts since that day. My hero." She clarified and it was Rainbow's turn to be speechless. Her face grew fiercely hot and she sputtered.

"I've never been someone's hero before." She placed her muzzle on Rarity's cheek again. "And do you always go knocking your heroes to the ground in the middle of a race?"

"I'm no damsel in distress, darling." Rarity smirked, giving her the now familiar fond look. No pony had ever looked at her so warmly, and Rainbow wasn't quite sure what to do with it, let alone have it happen three times. Rainbow decided she wanted to keep seeing that look, and she wanted it to always be from Rarity, this pony who called her her hero.

Rarity sighed, deciding it was now or never. She had brought Rainbow here for a reason, and she was sure that even if things didn't go well, at least they wouldn't go poorly.

She hoped. She sat up and Rainbow did the same. "Rainbow Dash, I need to tell you…I think...I.."

She had trailed off to gather her courage, but the other must have found it for her because then Rainbow was kissing her. Rarity shut her eyes and leaned forward. She gently placed a hoof against Rainbow's cheek and felt a hoof against her side in response before being pulled closer. Maybe this is what it felt like to be under the cloud walker spell.

They pulled apart, then stared at each other for a moment. Rainbow laughed nervously, face flushed, wings flapping. She moved a hoof in the air awkwardly.

"I'm sorry. What were you going to say?"

Rarity smiled. "I like you, Rainbow Dash." She finished, a little breathless.

"I like you too, Rarity."

Rarity stood and leaned over to nuzzle her. They were quiet a moment, happy with the soft contact, until Rarity asked, "Care to walk me home?"

Rainbow smiled. "Sure."

They kept close to each others sides as they walked slowly and quietly. Rarity took the time to wonder what she would say to Sweetie Belle when they got home. Should she say anything? What about to their friends? She looked over at Rainbow to ask what she thought but before she could, Rainbow nuzzled her again and she decided to leave the questions for later.

After a moment Rainbow blurted out, "You know, I'm glad you went first. I was just going to say you were insanely hot and see where that would get me." She looked over with a smirk. "Hope that doesn't ruin our spa dates."

"You're awful!" Rarity laughed and kissed her. "You know those are still mine and Fluttershy's thing."

"I see how it is. Can I join in?" She flapped her wings and winked.

Rarity tackled her down this time and kissed her again. It was sure to take a while to get home at this rate.
Edit 9/17/2013: Been thinking of this fic for a few days, so I gave this it a little make over. Just wanted to brush it up!
and now the actual title fits thanks DA

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This was based on a suggestion for a fic by :icondoodawday: , which went:
"What if Dash started noticing Rarity physically first? [snip] Dash is flying around and sees Rarity's shop. She starts an inner dialogue with herself about how pretty Rarity actually is and decides to stop in. she does so and they chat for a while and when she leaves she is certain that she is attracted to Rarity. Now, you can have RD want to spend more time with Rarity and even want to impress her. maybe RD asks for help making herself pretty and Rarity starts to notice RD and.."

I thought that was a hilarious way to have it make sense from Rainbow's side, so I asked if I could take that and roll with it, and here I am three months later! It also let me finally put substance to the idea that first made me fall for this pairing; that Rainbow would now be Rarity's hero.
I was going to include a scene where Rainbow starts doing all the things Blueblood should have done, such as not letting a lady walk over a puddle, but I couldn't put any substance to the scene.

I just can't seem to help myself, looks like Appleshy and Twinkie decided to sneak into this >.> <.<
a tiny tiny bit of Appledash and Rarishy [in the form of girlongirlishot] as well.




MLP:FiM (C)Lauren Faust/Hasbro
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