Wedding Party

Bridal Party: 2 problems!! Need solutions please!

I'm newly engaged and trying to figure out my bridal party. 

Problem 1: I've already selected my Maid of Honor and I'm very happy with my choice. I'm about to ask another close girlfriend of mine to be one of my bridesmaids. We've known each other since middle school and after several statements from her over the years saying that she's always wanted me to be HER Maid of Honor, I'm quite anxious of what her reaction will be when I ask her if she wants to be a bridesmaid....not the MOH. Any advice/suggestions?

Problem 2: I have a third close girlfriend who lives in another state. If she still lived in my hometown I would have no hesitation asking her to be a bridesmaid. Basically my question is if wedding/bridal party planning is too complicated when a bridesmaid lives far away? Does anyone have experience with this issue?
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