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MLP FIM Fluttershy by MarioMaster90

Fanfics by gonzo22

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Submitted on
August 23, 2012
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33 (who?)
"Come on Macintosh you can do it. Push yourself. You're so close to the end. RUN!" These thoughts filled Big Macintoshes head as he charged through wooded area. Dodging branches and jumping rocks. He'd already lost any kind of lead he had but he was determined to see this course through to the end.

All of this had started about a week ago; when he had decided to join in the Annual Running of the Leaves.


Summer had passed by without a hitch that year. The trees had grown their normal amounts of fruit and bucking them off had been just as much work as it ever was. Everything had been perfectly normal on the farm that year. Only one thing was different. Big Macintosh and Fluttershy's budding romance had been causing the two ponies to be spending an exceptional amount of time together.

Almost every day during apple-bucking season she had come to the farm and helped Macintosh with his chores. She couldn't pull a cart full of apples or buck the trees, but she did what she could, picking up apples that strayed away after falling, politely asking the animals to stay away from the farm, and just keeping the red work horse company. Most of the time, if he wasn't bucking the tree's, she could be found lying on his back with her head resting on his neck and her arms draped over his sides.

He kept his promise from the first day they'd spent together. Every time it looked like Ponyville was in for some heavy rain he would excuse himself from home for the night and go over to her cottage. They shared a bed, him always on top of the covers, watching her dream peacefully with caring eyes. During one of these meet ups she had given him the pet name of Mackie while she had been falling asleep and the name had stuck.

Even though the two could now be called a couple their first date had been their only "formal date". Whenever the two felt like they needed to go anywhere together they just went for a simple walk through the park, or left to be alone in Macintoshes glade, or Fluttershys star gazing hill. Not being the most sociable of ponies all they needed was to be together. They shared only a few displays of physical affection, a peck on the head, a nuzzle brushing through their mane, or Big Macintosh drawing her closer to his body.

Whenever they shared that time with each other they shared their history, they never pried deep into each other's more uncomfortable memories but sometimes they ended up just coming up. Big Macintosh told Fluttershy the story of what had happened that previous Hearts and Hooves Day, when he had fallen under the influence of a love potion and the brief romantic experiences he'd shared with the local school teacher Cheerilee, who had likewise been under the effects of a potion. While he had expected her to be shocked he had also expected her to receive the news hard, but instead she had giggled and told him that he shouldn't really blame his sister for caring about him. Fluttershy ended up telling him about her darker side. She talked about the time at the gala that she had yelled at all the small animals for not loving her, when Discord had come and made her a horrid person, and when she had gone through assertiveness training with Iron Will because of bullies and had become a bully herself.

But not all of the memories they shared were bad ones. They laughed at the memory of Macintosh acting like a dog when Discord had come to town, and Fluttershy's experience in a pie war with buffalo. They didn't feel embarrassed with those experiences. It was like whenever those two got near each other they were suddenly a completely different ponies.

Everypony seemed to take the news of Fluttershy's relationship well, but her friends all had different reactions to the news.  Rainbow Dash had been shocked, and blushed. "Well then….you got your first coltfriend before me…congratulations I suppose." Was all she had been able to stammer out after a few seconds. Pinkie Pie had wanted to throw a big party to celebrate, which Fluttershy had politely declined, not wanting to draw to much public attention to them. "I have a few books at the library that might help you through your first relationship." had been Twilights only response to the news. "You just be careful with mah brother alright?" said Applejack "He's got a big ole' heart in him and a lot of pent of feelin's. He's a touch more sensitive than onepony may think and I'd hate to see him hurt by anyone, most of all by a close friend. I know ya won't do anythin' like that but ah'm just askin' ya to be careful."

It had been a glorious morning that day. The leaves had just started their slow deepening into red and the air had a light chill to it. Big Macintosh and Fluttershy had gone out to Ponyville to try and make some sales for apples before fall officially started. Whenever it was Big Macintoshes day to go out and sell apples Fluttershy had taken to going and helping. It seemed that whenever the petite mare was with him that sales increased. At first it had perplexed Macintosh but he had soon come to chalk it up to the awkward charm she seemed to constantly radiate. It just naturally attracted ponies to them. And nothing was different this time. It seemed like a vast majority of the towns ponies were buying apples from their cart that day and soon they had ran out of their wares.

Big Macintosh had pulled the cart, with his marefriend riding, back to Sweet Apple Acres. After storing it in the barn he turned to Fluttershy. "We got all day. Care for a walk?" She simply nodded and they made their way into the orchard. Fluttershy lightly hopped off his back and walked next to him, smiling all the way. As they walked Big Macintosh bent his neck and nuzzled the top of her head. She giggled at the sign of affection and looked up into his eyes, nuzzled the end of his nose with hers. They stayed there for a moment, Big Macintosh getting lost in her deep blue eyes

"Ewwww!" The sharp exclamation of disgust cut through their haze and they snapped their heads forward. Applebloom, Sweetie Bell and Scootaloo were standing in front of them; Scootaloo with her tongue hanging out in disgust. Fluttershy blushed at how they had been caught sharing their feelings. Big Macintosh let out a small sigh, disappointed at how the moment had been ruined by his sister and her friends.

"Howdy big brother!" Applebloom said as she smiled at her brother "We was just lookin' for ya." Big Macintosh knew in that moment that any alone time he might have had with Fluttershy was gone. "We're bored." Sweetie Bell exclaimed "We were hoping that you'd come and play with us. And Fluttershy's welcome to come and play too." Macintosh looked down at his marefriend, she looked at him shrugged and smiled. Sighing Big Macintosh resigned "Fine then. What'd ya girls have in mind?" "We wanna play Hid and Seek." said the small orange pegasus, bouncing up and down. "Yeah Big Macintosh, we can all go and hide and you can seek." smiled Applebloom, gesturing to point out who would hide and who would seek.

Big Macintosh walked over to a tree and rested him head against it, closing his eyes. "Count to thirty and then come looking for us. And no cheating!" With that he heard the sound of galloping hooves running in various directions. He sighed and started the countdown out loud. "I was hoping that I'd be able ta spend mah day with Fluttershy." He thought while his lips moved on manual. "She's so special. She's beautiful, smart, wonderful with animals and faithful to her friends. She's saved Equestria at least three times.  And ahm just a plain old farm pony. Ain't really got a special bone in my body beside I'm so darned strong. I'm too lucky to have a mare like her." He realized that he had counted well past his mark and was now in the fifties. "Ready or not here ah come!" he yelled, trying to project his voice throughout the farm.

Macintosh walked slowly between the rows of trees. Looking up into them for the two pegasus mare's he was searching for, and trying to keep his eyes low in case his sister or Sweetie Bell found a small niche to crawl into. He listened for a rustle of branches or maybe a laugh but didn't hear anything "They're good" he admitted to himself.

He walked over to the homestead and looked at the barn. "Hmm." He narrowed his eyes, looking for a clue that one of them may have gone into the barn. He slowly walked over and peeked his head through the double doors. He heard a rustling and smiled to himself. "Gotcha." he whispered as her strolled into the barn. He checked behind some of the hay bales and saw nothing. He climbed a short ladder into the loft and checked left and right. Seeing nothing he climbed back down. "Ah know I heard something in here." he speculated his surrounding and the figurative light bulb went off in his head. He walked back to the hay bales and rummaged through the piles of stray straw. He poked something soft and heard a squeak. "Aha! I found ya so come on out." He watched as Sweetie Bell crawled out of the hay with a pouty face. "Fine then you got me. Can I help find the others at least?" "Eeyup."

Big Macintosh and Sweetie Bell exited the barn and he squinted his eyes in concentration as she bounced away in search of his friends. At least he'd found one of them, and now that she was helping him he could focus on finding the only one he was truly concerned with finding. He thought about where he would hide if he were Fluttershy. He had seen just how small she could curl herself up whenever she was scared and had no doubt she could be in someplace small. He pondered as to where he might find her as he walked around the barn.

"Where would I go?" he questioned. As he walked around the barn he saw that the door to the cellar was slightly cracked. "Ah swear, if Applebloom is hiding down there with the hard cider ahm gonna get Granny Smith on her rump." He walked over the cellar door and opened it. "Ah know you're down there Applebloom. You come right on out and ya won't get in no trouble." There was silence in the cellar. He gritted his teeth. He didn't like having to get onto his sister for anything, but he strongly disapproved of any kind of drinking and certainly didn't want his youngest sister partaking of the strong cider.

"Alrght I'm comin' down there." He started to descend the stairs into the cellar. The light was on so he could see his way down. "Shoot, it's like she wanted to be found."  He reached the bottom and started to register his surroundings. The racks were covered in barrels of all kinds of Apple Cider; from plain Apple Juice to Granny Smiths "Knock Out" Hard Cider. He walked through the racks, checking to see if any of the barrels were broken into.  As he rounded the corner, deeper into the cellar, he heard a giggle. "Applebloom get out of the cellar Now." he said sternly. The giggling stopped and he heard the shuffling of hooves.

He did his best to look stern, furrowing his brow and tapping his hoof lightly. That's why he was more startled when Fluttershy walked nervously from around a rack. "Umm..I'm sorry Mackie..I didn't know I wasn't allowed to be down here." She'd never had him raise his voice at her and small tears were forming in the corners of her eyes. "Oh ahm sorry Fluttershy ah thought it was Applebloom down here and I was scared she might've gotten into the hard cider. I didn't mean to be stern with ya." He walked over to Fluttershy and nuzzled the top of her head. "Ahm sorry." "It's ok Mackie. I thought you were mad at me." "I could never." Fluttershy remembered exactly why she had been down there. "Heh I thought that you wouldn't find me down here." "Well ya didn't make it hard, turnin on tha light and all." "Well it's a dark cellar. I'm just glad that it was you who found me." Big Macintosh put his forehead on hers and looked into her cerulean eyes. "I'll always find you. I promise." Fluttershy blushed and closed her eyes, letting his emotion wash over her.


There was a knocking on the door of the homestead. Big Macintosh got up from the dinner table, where he had been enjoying a hay sandwich, and a heaping pile of mashed potatos, covered in gravy for dinner, and answered it. When he opened the door it revealed his friend Doctor Whooves on the other side. "Hey Whooves, what's up." Whooves very rarely ever came over to the farm, and it was late at night, so Macintosh could hardly fathom exactly why he would come over. "Ah nothing much. Ditzy and Dinky are out of town visiting some relatives for the next few days and the house was getting lonely so I though 'Why not come over and try to get Macintosh out of the house for a night and take him out to the bar.'; you clear for the evening?" Doctor Whooves had a habit of talking really fast, and besides that his Trottingham accent made him hard to understand sometimes.

Once Macintosh had managed to translate what had been said he bit his lip nervously. "Ya know that Ditzy don't like ya goin' out and drinkin' Whooves. And ya know that I don't drink mahself." "Oh come on and lighten up." Doctor Whooves reached up and patted his friends back. "Live a little why don't ya." With that he had grabbed Macintosh by the yoke and dragged him out of the house. "Fine then Whooves. But I ain't gettin' into no drinkin' contests." He submitted and started walking to the local night bar with his friend.

Doctor Whooves was apparently feeling very talkative that night and peppered his friend with questions. "So Macintosh, I see that you've been spending a lot of time with that Fluttershy mare. Is there something going on there or what?" Big Macintoshes chest swelled with pride. "Eeyup. She's mah marefriend." "Oh wow that's quite a lucky catch right there mate. How long ya two been together?" "Only a few months, started during plantin' season." "Mhmm of course if I ain't mistaken she ain't your first marefriend is she?" Big Macintosh's heart suddenly sank as the thoughts of his past failed relationships rose to the surface. "She's different Whooves. She's kind an' sweet and a very special mare." Whooves gave him a cynical eye. "So have ya kissed her yet if she's so special?" Big Macintosh blushed and stammered "Ah…ah ain't one ta kiss an' tell…." The brown pony laughed "So that's a no then. Fine have you told her "I love you" yet?" For some reason this last question made Macintosh blush even harder than the last one. "Nope. But that's only cause I don't know whether I really do yet. I don't wanna rush into that so fast that it scares her off." Macintosh was trying to justify himself but his friend raised a hoof to stop him. "Alright, alright that's fair enough Macintosh. No need to get all defensive about it. Anyways we're here."

Macintosh looked up and shuddered. He never liked the looks of the "Hoof and Wink Bar" it just seemed like it would be too easy for a colt to lose himself in a glass of cider. He entered in behind his friend through the door. The harsh sounds of electronic music beat through the entire bar and made him wince. He saw DJ Pon3 sitting in a metal cage with her turn table and electronic equipment in one corner of the room. "What an odd thing to be wearin' sunglasses inside." He thought to himself as he stepped over to the main bar. "What'll ya drown it in tonight?" asked the bartender, a tall, balding, orange pony as he polished off a glass. "Ah ain't drownin' nothin' tonight I'm just here cause I was dragged here. I'll just take a glass of sparkling apple cider." The bartender grunted and poured a glass full of the light orange liquid.

Big Macintosh took a few swigs of his drink and shuddered as it tingled its way down his throat. He quickly took inventory of his surroundings.  He observed all of the ponies surrounding him. Some were quietly sitting in their booths drinking or talking with their friends. But then there were others who were drinking heavily and yelling with their friends. He watched as they drunkenly laughed at their own slurs and smacked each other around. He turned back to the bartender "How do ya put up with this kinda crowd every night?" "Well it's just something that's in the family blood I guess. Ever since my dad opened this bar up twenty years ago I wanted to help run it." The bartender turned from Macintosh and strolled over to one of his other bar flies.

          Macintosh turned back to his drink and sipped at it, wondering just exactly what Fluttershy would think of him if she were to discover him in a place such as this. He felt a blunt pain on his spine and lurched forward spitting out his drink. He turned around to see just who had exactly attacked him. It was some random pegasus, who appeared to be drunk. The pony swayed as he stood glaring, mouth slightly opened and eyes narrowed into slits. "Hey you." He slurred out, sounding like his tongue was stuck to the roof of his mouth. Macintosh searched around him to see if this stranger was maybe talking to someone near him. "Nah ya dimbulb ahm talkin' to you. Ya got tha red coat and green fruity mark." "Can ah help ya?" Macintosh was perplexed as to what this colt may want. "Yeah, me an' the fellas wanna know how ya ended up with a piece of rump like your marefriend." He giggled at his own audacity. Macintosh got angry at him for referring to his marefriend as a "piece of rump". "The same way any stallion with any kind of guts can, by politely asking 'Would you like to go out with me?'" The pegasus released a quick force of air from his lips resulting in a Psh that was thick with the heady scent of alcohol. "Don't ya give me none of that smart alecky crud. What I wanna know is what makes you so special? To end up with a mare like that ya gotta've done some purty special things. So what,  what makes you any different from the rest of us that you  end up with  her?"

Big Macintoshes mouth opened to deliver a response but there was nothing. He opened and closed his mouth like a fish out of water as he stumbled for a response. Seeing his moment of weakness the pegasus grabbed at it "That's right farm boy, nothing. Nothing sets you aside from the rest of us. Soon enough she'll drop you like a sack of potatoes soon cause a mare *hiccup* only wants a colt who's done something with himself." Big Macintosh could only stare quietly as the pegasus staggered off, convinced that he'd done sufficient damage. The red stallion looked sadly into his drink and thought about what he'd just heard. "She'll drop ya like a sack of potatoes." The sentence reverberated in his head a thousand times while he quickly finished off his glass of cider. He stood up from the bar and dropped a few bits onto the counter. He walked towards the door, stopping by his friend who had dragged him there. "Listen Whooves I'm gonna leave early. Ah gotta work tomorrow." "Fine then Macintosh go ahead and miss the fun." He responded; Macintosh knew he was already getting a little tipsy and shook his head. He left the bar silently, the sound of laughter and music following him as he walked home. "Nothing sets you aside from the rest of us." filled his head as he slowly trotted home.

"What can I do? What can I do to deserve you Fluttershy?" he repeated to himself, his mind racing to find a solution. An answer still eluded him as he lay in his bed and closed his eyes and drifted to sleep.

Fluttershy skipped merrily as she went on her way to Sweet Apple Acres. Since she had left yesterday she'd done nothing but think of the promise he'd made her. "I'll always find you." Just the thought of him whispering it to her sent butterflies shooting through her stomach and a happy shiver down her spine. She was humming to herself as she reached the gate to the farm and saw her strong coltfriend walking towards her. "I'm so lucky" was her only thought as she trotted over to him. "Good afternoon Mackie." She said, her voice full of glee, as she offered her head to him. He briefly rubbed his nose in her soft pink mane and said "Good afternoon sugarcube." before continuing his slow trek towards the orchards. She slightly frowned in surprise; she'd never seen him so distracted before.

She lightly trotted after him and floated next to him. "Mackie is something wrong?" The worry in her voice caused him to stop and look at her. She thought she saw something in his eyes; something that looked like a plea for help. But as quick as she had thought she saw it, it was gone. He was gently smiling down at her, but something was missing. "Nnnope." he said casually and started walking again. She floated up onto his back, a knot of uneasiness settling in her stomach, and let him take her where he may.


Fluttershy saw Macintosh across the orchard as he walked towards the forest. "I know something's wrong with him." she thought as she watched him "I need to find out what because I hate seeing him like this." She lightly trotted after him calling.  "Mackie!?" He didn't turn around. Thinking he didn't hear her she called louder "Mackie?!" He still didn't turn around. She was gaining speed, now running after him. "Mackie?!" Still no response. She was getting more and more scared as she ran "Mackie please!" She was galloping heavily now, charging towards him at full speed but not getting any closer. In fact he seemed to be getting farther and farther away the closer she should have been getting.

Tears now ran down her face as she ran after him. Her chest heaved heavily as she sobbed and her breath caught in her throat. Suddenly a humongous CRACK ran out and the earth spit apart before her. She was barely able to stop in time before falling in. "Mackie!!!" She called for her side of the bottomless chasm that had opened up, screaming for him to hear her. He never stopped walking and entered the forest as she cried for him over and over.

Fluttershy woke up with tears falling down her face and soaking into her pillow. She breathed shuddering breaths as she unwrapped herself from her bed sheets, and walked into her bathroom to clean off her face.

Only a few days had gone by since the day she saw ((Macintoshes eyes)) but to Fluttershy it felt like it had been months. Ever since that day more and more distance had grown between them. Macintosh spoke less and less to her and she could see the tension in his body mount whenever she got near. She tried to get him to tell her what was wrong but he always just told her that he was fine. She didn't like the fact that he was hiding something from her but wasn't angry at him for it. But every time he said "Nnope." or didn't respond to her questions she felt like a small crack was deepening in her heart. Even thinking of it now, she watched her eyes start to water in the mirror. "Mackie, why is this hole growing between us." she asked her reflection.

She turned away from her mirror and went to take care of her animals. As she refilled the bird feeder she contemplated what she could do. "Maybe I should ask Applejack if she knows what's wrong with him." she thought. Resolving to follow through with that plan she finished her chores and made her way to the farm.

"Heck sugarcube ah don't know any more than you do." Applejack said when Fluttershy asked her whether or not she knew anything about why Big Macintosh was growing so distant. "But ah do know what yer talkin' about. It's not jus you he's been getting' distant with, he's been ignorin' Applebloom, Granny, and me for the past few days too. An every time we ask he jus ignores us too. Ahm sorry."

Fluttershy sighed gently as a wave of disappointment hit her. She wasn't exactly sure what she had expected Applejack to tell her but something was better than nothing.  "It's ok I'm just a little scared is all." she whispered as she started to tear up. Applejack saw her tears forming and felt bad for her. "But if it makes ya feel any better there is one thing ah can tell ya. He's been getting' outta tha house earlier than normal in tha mornin's. Ah followed him out one time but all he did was run around the orchard a few times. Ah know it ain't much but it's tha best I got."

Fluttershy frowned, not being able to think of any reason that Big Macintosh would go running. Maybe he was angry and trying to relieve stress. Not a lot of possibilities filled her mind. "Sugarcube ahm sure that for whatever reason my big brother isn't talking it's a good reason. He ain't tha kinda colt ta just do somethin' without a reason." Fluttershy could tell that Applejack was trying to comfort her to the best of her ability but as much as she appreciated the effort it didn't help. "Ah know this may be a bad time ta ask an all Fluttershy, but do ya think you can keep score of the "Iron Pony Competition" again this year?"

"I suppose." Fluttershy walked away with her head hung low, sad that she had been unable to figure out what was going on with Big Macintosh. Applejack watched her friend walk away and felt bad for her. "That poor mare. She don't know what she got herself into." Applejack thought as she turned back to her work. "Maybe I can talk to Rainbow Dash. She'll help her out."  


More days passed and Fluttershy felt the distance grow between her coltfriend and it showed more and more on her. Fluttershy's normally bouncy pink hair grew a little limper and darker. She had gotten up earlier one morning to see if what Applejack had said was true. Applejack held true to her Element, before the sun had risen, Macintosh walked out into the orchard, stretched and started to run around the apple trees. Fluttershy had watched him go around twice before thinking she had seen enough and walked home.

That same night, as they had lay together under the stars on her hill she had once again quietly asked him if everything was alright. "I feel like you're hiding something from me Mackie. I know that it's probably not my place to dig at you. But I'm scared that..that we're growing apart. Please Mackie; if there's something you need to tell me I'll understand."

She had given him her most innocent looking eyes as a sort of insurance. He had seen her and the pleading look in his own eyes returned. He had opened his mouth a little and she held her breath waiting for an answer. She felt his wavering breath brush against her face as he tried to say something. All he managed to say was "Everything's fine Shy. I'm alright." She had sighed and laid her head down on his forehooves and he'd rustled her mane. She still cared deeply for this stallion but she was so scared for the future.


The day of the Annual Iron Pony Competition had come. This year it was to be held on the same day as the Running of the Leaves so that the participating mares could go straight from their own events to the race.

Big Macintosh had gotten up early enough that day to go talk to Fluttershy before the events started. He knew she was going to run the scoreboard for Applejack and Rainbow Dash and he needed to drop something off at her house. The past week had been an agony to him. He hadn't meant to stop talking to everypony, especially Fluttershy, but every time he saw her he thought of the drunken stallion and just how little he'd ever done to deserve her. He wanted so badly to tell her that he felt that way. But he knew what her response would be and he was scared of it. So a few days ago he had made the decision to join the Running of the Leaves. He felt that if he could win this race he would have done at least one small thing to make himself a little more worthy of his marefriend.

The sun hadn't even risen above the horizon when Macintosh arrived at Fluttershy's cottage. Not wanting to disturb her from her sleep this early he took a note out of a saddlebag and gently slipped it underneath her door. The note was simple.

Dear Fluttershy
I know that I've been distant and I'm sorry. I'll explain everything to you if you meet me at the finish line to the Running of the Leaves.
Forever yours
Big Macintosh

After the note was tucked tightly underneath the door Macintosh turned around and walked back home to take a few laps around the orchard. "I've got to win this." He told himself over and over again. "I've got to win for her." He started his run, thinking about the look on her face when he won the gold for her. Little did he know of what was going on behind Fluttershy's door at that very moment.

Angel Bunny was up early that morning. He had an early morning date with his new lady friend and he needed a good cup of carrot coffee to get him going that morning. As he hoped sleepily over to the front door to look at the gray dawn he saw a small slip of paper resting under the door. Tiredly he picked it up and saw Fluttershy scrawled across the front. Shrugging he flipped the paper over his shoulder and opened the front door.  The letter floated to the floor behind him but the draft from the opening door was enough to push it underneath the couch, hidden from view.


The Iron Pony Competition had gone amazingly that year. Rainbow Dash had kept her wings to her sides as much as possible that year and the two mares had been even throughout. The final score before the race was dead even at 15-15. All the pony's participating in the race were waiting at the starting line, stretching or making casual conversation. "Ahm excited for a fair race this year partner." Applejack said to Rainbow Dash as she stretched out a hoof. Rainbow Dash took it and shook "Same here AJ you play fair this year now alright." "Fine by me."

Big Macintosh looked at the hordes of ponies that had come to watch the race this year. He couldn't see Fluttershy's butter yellow coat or her sunset pink hair. He clenched his teeth nervously; he'd asked her to meet him at the finish, not the start, for a reason. But still he felt that if he could just see her that he'd feel better about doing this.

Pinkie and Spike called down from Twilights hot air balloon for the ponies that were participating in the race to take their places at the starting line. Big Macintosh looked at his number, 17, and lined up at the start accordingly. He was near the back of the group so he didn't see Applejack and Rainbow Dash share a quick wink before the starter gun went off. When the shot rang across the start line it was like a great ocean swell of bodies pushing forward. Mares and colts pushed left and right trying to find adequate space to gain speed. Big Macintosh watched as his sister and her rainbow maned friend took the lead quickly and disappeared into the tree line.

Macintosh tried not to hurt anypony while charging through them and as soon as he gained any kind of room to gain speed he took it.

Fluttershy had been hiding underneath some of the other ponies in the crowd as she watched Big Macintosh start the race. She had seen him at the Iron Pony Competition supporting his sister and decided that she had to figure out what was wrong. She knew in her heart that Big Macintosh was not as ok as he said. She was getting tired of whatever he was hiding from her and had resolved that she would find out what was wrong, even if it meant she had to be blunt or slightly rude. She'd spent the entire time she had kept score for her friends bolstering her courage to go and talk to him but as soon as she had a chance to her courage faltered and she had ended up hiding from him instead.

Big Macintosh laughed a little to himself as he charged. He'd managed to pull ahead of everyone and the only ponies ahead of him now were Applejack and Rainbow Dash and they were just ahead of him. He watched as they turned left up a rocky path and followed suit. They followed a curving path upward until they reached the top of the cliff. The road did not continue from there, instead it was a sheer drop off from the cliff. Applejack stood in front of him and Rainbow Dash flew around to block the path back down. Macintosh gave his sister a glare, "What's tha meanin' of this AJ?" "Tha meanin' of this big brother is to finaly get ya ta talk." Applejack walked over to him and placed a hoof on his chest, "You've been ignoring just about everybody, including your marefriend, and won't give anyone a clear reason why." She gave an angry glare and looked him dead in the eye, "Now ah don't know if ya can see it or not but your attitude has been hutin' Fluttershy. That poor girl has received the edge of your ignorin' and she's so scared that she had to come and ask Me if anything is wrong with ya. So here's what's gonna happen, we're all gonna sit up here and have a calm discussion and you ain't allowed ta leave until you explain exactly what your problem is."

Big Macintosh tapped his hoof nervously, knowing that he was losing his lead every second they sat there. He turned around to try to push past Rainbow Dash but she held her ground strongly. "Macintosh we got all day to sit here and we ain't lettin' you go nowhere." Big Macintosh sighed defeated. "Fine then." He turned around and faced his sister. He quickly explained everything, about him not feeling worthy of Fluttershy and the drunken colt, and the mornings spent running to train. It felt good to get it all off his chest finally.

When he was done Applejack gave him a stare. "Alright…" she said slowly "I can understand yer feelin's. And I get why you would wanna do this. But ah think that ya just needed ta talk ta Fluttershy rather than just shuttin' down." "That's what ahm gonna do if'n ya ever let me finish this darned race." He responded defensively. "Get going then dude. But I suggest you hurry because I've seen a good number of ponies pass by here in the past few minutes." Rainbow Dash said as she let Macintosh run past her. Applejack and her friend watched the large red stallion rush down the cliff and rejoin a passing group, running at full speed. Rainbow Dash looked over at her yellow friend "Your brothers an idiot you know." Applejack chuckled a little, "I know Dashie, I know. But he's Fluttershy's idiot and my big brother."


"Come on Macintosh you can do it. Push yourself. You're so close to the end. RUN!" These thoughts filled Big Macintoshes head as he charged through wooded area. Dodging branches and jumping rocks. He'd already lost any kind of lead he had but he was determined to see this course through to the end.

He had managed to pass a lot of other ponies as he'd ran faster and faster through the woods. He'd lost count of what place he would be in but he didn't care. All he knew was that he had to be first. Golden yellow leaves fell across his path and he left them in miniature whirlwinds as he flew by.

He saw the finish line a beeline shot straight ahead. He closed his eyes and poured all of his energy into running as fast as he could to the end. When he opened his eyes he had to quickly stop himself as he realized he was about to run into a whole crowd of spectators. Breathing heavily he walked heavily to the judges table. "What place did I make?" he managed to huff out after a minute of heavy breathing. The judge smiled up at him, "Well I'm happy to tell you that you made 7th place Mr. Macintosh. Here's your certificate of participation." Big Macintosh looked glumly down at the piece of paper he was handed and sighed. "Thank ya very much."

He looked around for Fluttershy and didn't see her. He was confused, "Did she get mah note?" he asked as he walked through the crowd looking for her. Not seeing her he started his slow walk to her cottage, his heart heavy. He lightly tapped on her door, ready to face her.

Angel Bunny opened the door and looked up at his with smug eyes. "Hey there little guy, is Fluttershy home?" The rabbit shook his head. "Well where is she." The rabbit gave him a "Are you kidding me" look and then pointed over his shoulder. Big Macintosh turned around and was surprised to find Fluttershy was floating a few feet behind him. "Fluttershy I…" he started to explain but she held up a hoof to shush him.

She took a deep breath, "Mackie I know something is wrong. You've been growing distant from everyone, including me." Small tears started to form in her eyes "You keep telling me that everything is fine but I know it isn't. Please be honest with me Macintosh; is something wrong?" Her words were not loud by any stretch of the imagination but they carried a particular weight that Macintosh had never heard before.  

He sat down and looked her in her beautiful blue eyes. "The only thing that's wrong Fluttershy is me." Fluttershy landed and walked over to him. "What does that mean?" she asked, the concern in her voice growing.

Big Macintosh took a deep breath. "Fluttershy…ah feel like ah don't deserve you. You're the kindest, sweetest, and most beautiful mare in Ponyville. You've helped save everypony from Nightmare Moon and Dragons and all sorts of things. But' ahm just a simple apple farmer. Ah ain't done nothin' special in mah whole life. Ah ain't tha smartest, hamndsomeest, or most brave pony in Ponyvillean' ah figured that if ah could win this whole Runnin of tha Leaves Race thing I would've at least done one thing that'd make me a little more deservin'. But I couldn't even do that." He tapped his foot in frustration. "Ah figure you'll wanna drop me like a sack of potatoes now?"

Fluttershy had quietly listened to his whole explanation. When he was finished she gently placed her fore hooves on his chest and tickled his nose with hers. "Big Macintosh I don't know why you feel that way." She cooed "I didn't agree to become your marefriend because of anything special you've ever done. I don't need you to be the smartest or most handsome pony I know. I just need you." She rested her head on his chest and looked up at him. "Although I do say that I chose a very strong stallion, with the biggest heart I've ever seen.  

Macintosh kissed the top of her head "I still don't feel that…" "Big Macintosh I don't want to hear another peep about it! I chose you for you." And he was quiet. They both got up. "Now ah think ah have about of week of catchin' up to do. What'd ya say we go down to the ice cream parlor?" Fluttershy climbed onto his back and wrapped her arms around his neck. "Sounds good to me."
Sorry this took so long to get up. One of my editors was lazy so I was just like "I'm posting this with or without you" and here it is :)

Please note that I find the Equestrian season timeline strange so any holiday chapters from here on out will be from a real world prespective (Hal0ween to Thanksgiving to Christmas ect.)
Thank you to all of my wonderful reader and special thanks to my editors.
Feel free to comment what you did or didn't like and don't hesitate to give suggestions on what you'd like to see in the future

I own nothing

Part 3: thegentlecoltalex.deviantart.c… <--- --->  Part 5: thegentlecoltalex.deviantart.c…
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Darkstar156 Featured By Owner Oct 31, 2014  Hobbyist Artist
Welp...that did it...right in the FEEL ORGAN! HRRNNGG! *dies of cuteness and feels*
TheGentlecoltAlex Featured By Owner Nov 4, 2014
Good god, and he/she only made it to the fourth chapter. *covers face with sheet* I swear they die quicker every year
Darkstar156 Featured By Owner Nov 5, 2014  Hobbyist Artist
lol ive already read this story a million times :D but it gets better everytime I read it again :)
TheGentlecoltAlex Featured By Owner Nov 6, 2014
I'm glad that I have created a story that has lasted with you that has been lasting :) srry I haven't updated in a long time
Darkstar156 Featured By Owner Nov 6, 2014  Hobbyist Artist
Tis all well and good my Gentle colt like friend :3 it's still a good story to read and one of my fav pairings in the entire MLPverse :D
TheGentlecoltAlex Featured By Owner Nov 8, 2014
As I said, I'm glad you continue to enjoy it
Darkstar156 Featured By Owner Nov 8, 2014  Hobbyist Artist
and I will continue to do so. :3
punkrocksavedmylife Featured By Owner May 12, 2013
"She's too good for me" is borderline cliched but it still hits home and gets me where it hurts. :iconhnnnnngplz:
TheGentlecoltAlex Featured By Owner May 12, 2013
It was really supposed too. I felt like this was a weak chapter when I posted it but it seems to have gotten a lot of good feedback. Thank you :)
punkrocksavedmylife Featured By Owner May 13, 2013
Welcome! There were a couple things that didn't seem right such as Big Mac seeking "for the two pegasus mares" when Scootaloo is still a filly and the "Belle" in Sweetie's name actually being the French for "beauty" and not the "bell" bell but it was still good. B-)
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