Foundations

by PaulAsaran

Rating: everyone
Tags: Slice of Life, My Little Pony: Friendship is Magic, Rainbow Dash, Scootaloo
Length: 8601

A big change is coming. For Scootaloo, it's a sign that all the good things in her life are about to go away. Everypony says she's looking at it in the wrong way, yet the only pony who can ease her mind is the one she can't talk to.

Rainbow Dash means the world to Scootaloo, who wants nothing more than to spend every day with her surrogate sister, learning from the best and being awesome together. Yet all that is about to end, possibly forever, and Scootaloo knows there's nothing she can do about it.

The only thing left to do is say goodbye... but that's proving far harder than she ever imagined.

Preread and edited by Mercury Gilado, Absolution and Vergathos. Thanks a ton, guys!

Cover art commissioned from DANMAKUMAN.

Now featured on Equestria Daily.

Published 2014-10-23 02:10:07 UTC
Last updated 2014-10-23 02:10:07 UTC

Foundations

The wind swept Scootaloo’s mane back as her wings flapped, providing the extra boost needed to blast off the dirt ramp at breakneck speeds. Her hindquarters lifted into the air as one leg kicked the bike beneath her; it spun in blurred circles. She held the handlebars tight, grinning as she counted the rotations. Two, three, four…

On the fifth her hind legs came back down, neatly catching the pedals and stopping the bike just as the tires hit the ground well beyond the opposite ramp. She let out a whoop and turned for the next one, wings already beating furiously for more speed.

Whoa, that was awesome!

She grinned as she darted into the sky once more, this time letting her entire body rise from the bike to perform a couple rapid flips. She came back down, catching the handlebars right before rubber hit dirt. The bounce jarred her, but she was too busy laughing to care.

Holy horseshoes, and I thought my stunts were awesome.

Dirt flew into the air as she turned for the last and largest ramp. Jaw set, heart pounding, she lowered herself over the handlebars and put everything she had into one last burst of speed.

Go, Scoots, go!

The bike ducked into the small embankment, tilted back and darted up the ramp. Scootaloo’s wings were a blur, the wind bit at her face, her eyes narrowed in concentration.

She launched, instantly kicking the bicycle into more spins. She let go completely and, with the beat of a single wing, began spinning in the opposite direction with all four legs spread wide. The world blurred in her vision, but she kept her eye on the bike. One rotation, two rotations, three…

Her foreleg reached for the handlebars, her hind legs dropped for the pedals.

Her left foreleg got caught between the seat tube and the rear tire. Her hind legs tangled with the handlebars.

“Crap!”

Scoots!

She spun wildly, the ground proving eager to meet her face. Her wings flared and flapped once, twice, were in the middle of number three when she smacked the soft ground. The rear tire impacted her jaw and made her head ring before pony and bike collapsed in a tangle of metal and feathers.

For several seconds she simply lay there, merged with her bike with all the closeness of a lover. A lover who liked to leave her bruised and battered on occasion, but a lover nonetheless.

You okay kid? That was about as nasty a crash as any of mine. Come on, let’s take a look.

With a groan, Scootaloo sat up and extracted herself from the bike’s eager embrace. She wiggled her hind legs, but felt no pain. She worked her foreleg a bit; a little soreness, nothing to worry about. There was a nasty rubber burn just below the wrist, though, the skin torn away and small droplets of blood poking up from the hide.

Ah, just another memento on the road to awesomeness. You’ll be fine.

She smiled and nodded, taking a moment to rub the wound and enjoy the burn. Another day in the life of a daredevil. She lifted the bike and turned to look up at the ramp. It towered over her, imposing and self-important, and she wilted a little at the sight of it.

“Big bully,” she grumbled.

Don’t worry, Scoots, you’ll figure it out. You have to! How can I go around calling you my ground double otherwise?

Scootaloo’s chest swelled. “Don’t worry, Rainbow. I’ll get it right even if it kills me.”

That’s the spirit! But, uh, don’t overdo it, ‘kay?

On that note, she sighed and turned for the bleachers. She walked the bike to the parking gate and chained it up before grabbing her new scooter. She smiled down at it, delighting in the red and white paint that was only just beginning to dull from overuse. Her hoof reached down to touch the tire that made up the center of a fireball. It wasn’t as bright as the real thing, not anymore, but every time she saw it a smile forced its way onto her lips.

I figured you’ve outgrown that little one. Can’t have a cute-ceañera without a present.

“Hey, Scootaloo!”

She shook herself out of her reverie and turned to find Apple Bloom, Sweetie Belle and Spike running towards her.

“Hey guys.” She leaned on the handlebars and grinned. “What’s up?”

“We… We’ve been looking all over for you,” Spike gasped, bent over with his claws on his knees. He was a little taller than all of them by now, his voice in the awkward stages of shifting to something deeper than she was accustomed to.

“Gotta… breathe…” Sweetie gasped, her long curls falling over her shoulder. Her yellow dress shirt, usually immaculate, was covered in dirt and wrinkles. Clearly it had been on some kind of adventure this morning, and Sweetie had been brought along for the ride. Even her microphone cutie mark was barely visible from the grit.

“Geez, guys.” Scootaloo shook her head. “What did ya do, crawl through Froggy Bottom Bog looking for me?”

Apple Bloom, the only one who didn’t seem at all winded, rolled her eyes. “Ya’d think so, with the way they’re all tuckered out.” She was shorter than both Scootaloo and Sweetie. She also sported a firm form; she wasn’t big, but she didn’t need to be with muscles like those. The Stetson on her head was so incredibly similar to her sister’s, though clearly new in comparison. She too was covered in dirt, but less so than the others; her blank flank was clear for all to see.

“Well, ya found me.” Scoots waved to the obstacle course. “If ya’d used yer brains, ya might have realized right away I’d be here. So what’s up?”

Sweetie finished sucking in deep breath before crying out, “It’s time!”

Scootaloo’s blood went cold. She narrowed her eyebrows at her friends, lips pursed in a small frown.

“You guys galloped all over Ponyville just to tell me that?”

Spike glared, his claws balling into fists. “What do you mean, ‘just to tell you that?’ This is important!”

Apple Bloom’s ears folded as she looked up at her. “Don’cha at least wanna go ta the hospital?”

“No.” Scootaloo turned away from them, hooves gripping the handlebars. “I’ve got more important things to do.”

“More important?” Spike caught her by the tail before she could ride off. “This might be one of the most important days of your life!”

“If only you knew,” she grumbled, turned back to match his sneer. “Let me go, Spike.”

“Come on, Scoots.” Sweetie set a hoof to her shoulder, her eyes imploring. “Rainbow was asking for you. She wants you to be there.”

“Well I don’t!” Scootaloo slapped the hoof away and turned on Spike, the jerking motion enough to make him let go of her tail. “I want nothing to do with it. Thanks for going through the trouble, but you should have just left me alone.”

She turned to grab the handlebars again, but her path was obscured by Apple Bloom.

“Move, AB.”

“No.” Apple Bloom grabbed the handlebars and looked Scootaloo in the eye. When she spoke, her voice was placating. “Please, Scoots. We know what yer goin' through, but if ya’d just—”

“Don’t patronize me!”

Scootaloo lifted off, wings carrying her high above her friends. “None of you have any idea what this is like, so don’t try to tell me otherwise.”

Spike stomped his foot with a snarl. “Hey, I do too know what it’s like! You see any other dragons around Ponyville?”

She swooped down so that her muzzle was against his snout. “And what is Twilight to you, huh?”

“Don’t go bringing her into this.”

“Guys!” Sweetie pushed herself between them. “We’ve had this argument before.”

“Come on, Scootaloo,” Apple Bloom pressed, setting her hat over her heart. “Please? Ya know how much it would mean fer Rainbow if you were there.”

“No, no, no, no, no. Just leave me alone!”

Scootaloo’s wings flared and she soared high, teeth grinding as their voices followed her into the sky. She abandoned them to soak in her own anger, flying hard and fast over the clouds. It probably wasn’t the most mature way of handling things, but at the moment she didn’t care. Getting away from them, from the news that it was finally happening, was all that mattered.

“Don’t think about it, Scoots,” she grumbled. She punched down the butterflies in her stomach and let her brain simmer in the heat of her frustration for a while. No thinking, that invited bad ideas.

The clouds drifted by, her flight slowed. She looked down to see her shadow moving along just ahead of her.

Scoots, you’re doing it! Look down, you’re flying!

A grin wormed its way through her anger, spreading her lips wide. It banished the simmering heat in her brain, cooling her off like the wind under her wings.

I knew you could do it, kid. Never lost faith in you. Now—

She banked and dove, smashing through the soft wall of a massive cumulonimbus.

—let’s see what your wings can do!

She spun about, tucking her wings and floating through a sea of fluff. She dove, deeper and deeper beneath the quiet waves, her mane whipping back and growing moist. Then she burst from beneath the white sea and into the open, green forest far below but approaching fast. Her wings opened and she began to perform, swaying and flipping and corkscrewing her way through the endless blue skies.

Faster.

Come on, Scoots, you can do better than that!

She circled white banks, rocketed towards the sun, twirled about in a fall that seemed as uncontrollable as it was perfectly planned. A blink against the wind, two. By the third she was pulling up, her barrel grazing the highest leaves of the trees below. A laugh burst from her lungs as she relished the pure, unadulterated thrill of being alive.

Now that was awesome! Not as awesome as my stunts, of course, but still pretty awesome.

The routine went on, Scootaloo driving her wings to take her ever faster, to make her turns a little sharper, to bring her closer and closer to that thin line between an epic performance and a horrible crash. Overhead, the sun moved at an accelerated pace, as if Celestia couldn’t wait to end the day.

Scootaloo’s wings ached, then burned. She relished the pain, welcoming it as a friend. It drove her ever onwards, encouraging her to find her limit but always reminding her that the limit was coming, that it was tangible and she would eventually slam into it.

I crash a lot, true, but I’d crash a lot more if I didn’t know when to call it quits.

A joint in her wing grew tense.

Your wings are your friends. Listen to what they’re telling you.

She rose up from a dive, sucking in a sharp breath as she dropped closer to the grass than she intended.

If you don’t listen to your friends, you’ll end up regretting it. Permanently.

It was enough.

Scootaloo eased her flapping, letting the air burst from her lungs and wiping sweat from her brow. Gradually, her speed decreased until she landed on a lone cloud dangling near the edge of the Everfree. She stretched her burning wings with a soft moan before folding them to her side.

Good job, squirt. You’re a natural. Keep it up and you might be half as good as me someday.

She grinned as she worked her shoulders, the residual burn in her muscles fading to a mere tingling. She brought her left wing forward and examined it; the wild flight left her feathers uneven like a mane suffering from bedhead. Her head was probably much worse, but she didn’t care about that. She leaned into her wing and, taking the feathers one at a time in her teeth, began to carefully arrange them.

I know it sounds mushy, and ponies like Fluttershy do it because it looks ‘pretty’ – hey, don’t laugh! This is serious business!

Slowly, the feathers were realigned into a nice, unified shape. Scootaloo folded the wing, cringing at the pain the motion produced, and started working on the other one.

Preening’s about more than looking good. My grandmother died young because she didn’t preen. No, I’m totally serious. She got Featherot.

The last feather was finally in place, and Scootaloo turned to bring her wing before the sun. The rays of light filtered through the tips of her feathers, creating an orange glow.

Take care of your wings and they’ll take care of you.

She smiled and let her wing fold, ignoring the pleasant burn and eyeing the sun once more. It was getting low on the horizon. She sighed and settled on her barrel, soaking in the warmth.

Nothing like a hard day of training, right kid?

“Best feeling in the world.”

She lingered, her eyes drifting closed and her smile broadening. She could feel the ghostly touch of a wing on her back. The sensation made her feel lighter than the cloud she was on.

Don’t worry, Scoots. There’s lots more ahead of us, it’s a promise.

Scootaloo could have laid there for the rest of the day, taking in the heat and enjoying her isolation.

Instead she heard the invasive sound of wings flapping. Her cloud shifted as somepony touched down beside her. She cringed and didn’t bother to look up.

“I’ve been searching all over this town trying to find you.”

Her cringe turned into a scowl. “Go away.”

“Where were you? Rainbow wanted you to be there.”

“I don’t care.” She jerked her head away and refused to open her eyes. “I’m not going.”

Silence reigned for a few seconds, and she wondered if he was going to leave.

“Scoots… I know you’re upset, but please. Don’t take it out on Rainbow.”

She jerked up and turned to press her muzzle against Soarin’s. “Just leave me alone! This is your fault and I don’t want anything to do with you!”

He stared, eyes wide as he leaned back from her. “I know. I get it. But—”

“No, you don’t!” She turned her back to him and glared at the horizon, wings stinging as they bristled. “First I have to deal with you, and now this. What did I ever do to you, huh?”

At last there was a touch of fire in Soarin’s voice. “Rainbow wanted this just as much as I did. She’s happy, and you’re offended by that! Stop being so immature and accept it.”

“No.” She shook her head. “I don’t want to accept it. I want things to go back to the way they were before you showed up.”

“You are the only pony in Equestria who isn’t happy about this!”

“Well the rest of Equestria can mind its own business!”

Scootaloo launched and turned to him, baring her teeth as her hooves shook. She stared at him, his sleek form and handsome features, his soft face and its hard expression. He looked so odd when he was angry, like the emotion didn’t belong on his face.

She hated seeing it.

“Look, just leave me alone.”

His eyes narrowed and his wings half-opened in a tense form. “And what about Rainbow? Are you just going to ignore her? Avoid her, after all she’s done for you?”

A snarl rose unbidden from her throat as she darted past him in a blur. “I said leave me alone!”

It hurt to fly, and this time it wasn’t a good pain. It accentuated the ache in her chest, made it feel more real. Scootaloo didn’t bother to check to see if she was being followed. Probably not. Soarin could outfly her easily, but he didn’t like getting in her face. That little moment of fire was the most she’d seen out of him throughout this entire ordeal.

'Ordeal.' That was a fitting word for it.

Moisture began to form in her eyes. She told herself it was just the pain in her wings and the wind biting her face.

It didn’t take long for her wings to start tensing again, and she soon settled on another cloud. She was well within Ponyville by now. Normally this sign of her speed would make her smile, but all she had was a grim frown. She kicked at the cloud and settled down… then noticed the hospital. It was just within sight.

Pins and needles lanced through her gut. She turned away from the building, grinding her teeth and wishing the world would stop reminding her of what she was losing. The sun was just beginning to tinge the world orange, and she couldn’t wait for it to go down completely. Maybe she should just go home... unless somepony was waiting there for her. Probably.

Come on, kid, cheer up! It’s not the end of the world.

She grimaced and curled around herself, tucking her muzzle under her wing.

Come on, don’t be like that. We’re cool, right?

“Shut up.”

For a moment there was silence, punctuated by the noise of the town below. So many ponies, all talking and arguing and going about their daily lives. All blissfully unaware of her. Just how it was supposed to be.

Scoots, this doesn’t change anything.

She winced, her wings tensing. “I said shut up.”

“Oh, I haven’t said anything yet… but okay.”

“Huh?”

She raised her head to find a familiar pegasus hovering just beyond her cloud. “Fluttershy?”

Fluttershy offered a weak smile. “How are you doing, Scootaloo?”

Scootaloo’s frown came back quickly. “I’m fine. I just want to be alone.”

“Oh.” Fluttershy’s eyes dropped to the world below and she tapped her hooves together. “Are you sure? I mean, if you want to talk—”

“I don’t.” Scootaloo shuffled until she was facing away, only to end up looking towards the hospital again. The pins came back to her gut and she promptly closed her eyes. “Ponyfeathers, why won’t this day end?”

“You don’t sound fine,” Fluttershy said, landing beside her.

“I don’t want to talk about Rainbow Dash, okay?”

Fluttershy leaned forward, trying to look Scootaloo in the eye. “Then what would you like to talk about?”

Scootaloo groaned and turned away once more. “Nothing! I don’t want to hear how Rainbow missed me, I don’t want to know why you think I’m being a brat, and I don’t want to hear you say you know what I’m going through.”

She tensed, waiting for the reply. Hopefully there wouldn’t be one. Hopefully Fluttershy would just pull back like she always did and leave her to brood. It was better for everypony that way.

“You love her.”

Scootaloo’s heart became a lead weight dropping into her intestines. The words bounced around in her skull, netting her retort and jerking it back down her throat. She glanced back to find Fluttershy watching her with ears low. Her mouth worked, but a proper response wouldn’t form.

Fluttershy nodded to her. “It’s not quite the same, but I do understand.”

Scootaloo thought on this answer, chewing her lip and cocking her head to one side. Finally, she turned to Fluttershy. “What does that even mean?”

The older mare smiled, but it was a sad expression. “You don’t want to lose her, right? You want her to always be there for you.”

Heart twisting, Scootaloo could only bow her head. Her breathing grew long and labored, and for a few second she fought to keep the moisture out of her eyes. This wasn’t right. It wasn’t how things were supposed to be. She liked it better when nopony understood…

Fluttershy’s forehead pressed against hers. “It’s okay,” she cooed. “It’s okay to be angry.”

“She’s not going to look at me anymore,” Scootaloo whispered. “I want her to keep looking at me.”

“I did, too.” Fluttershy set her hooves to Scootaloo’s shoulders. Her forehead was warm. “It was hard for me when it happened.”

Scootaloo pulled back and rubbed her eyes, silently cursing herself for not being able to keep them dry. “Y-you don’t really understand, do you? You’re just saying w-what I wanna hear.”

Fluttershy turned her face away, her eyes obscured by her perfect mane. “I wish that was true.”

“Yeah, right.” Scootaloo turned away. “Whatever happened, this isn’t the same.”

“I started out alone too, y’know.”

Scootaloo tensed, her chest tightening. “W-what do you mean?”

“I had no siblings,” Fluttershy said. “Mom was always way too busy at the hospital to spend any time with me. It gets lonely, doesn’t it?”

She heard the words, but she didn’t want to believe them. Slowly, Scootaloo turned around to stare. “Y-you…” It was all she could get out through the claw on her windpipe.

Fluttershy let her hoof trace circles in the cloud. Her head turned to Scootaloo, but her eyes remained low. “You get tired of sleeping in an empty house. Even when your dad comes home, it’s only a small reprieve. When I met Rainbow at flight camp… well, you know what it’s like. What hopes rise within you.”

She was silent for a while, leaving Scootaloo to her numbness. Slowly, Scootaloo’s body relaxed and her breathing came back to normal. She bowed her head and nodded.

“It’s the greatest thing in the world,” she said. “I finally had somepony to watch over me.”

Fluttershy nodded. “Somepony to be there when I was scared.”

“Somepony to make me feel less lonely at night.”

“Somepony to come home to.”

They shared a long, knowing gaze before whispering in unison, “A sister.”

Scootaloo shook her head. “But you didn’t lose her. Rainbow’s still your friend.”

Fluttershy bowed her head once more, her shoulders sagging so low it was a wonder she didn’t sink into the cloud. “I did lose her, in a sense. Before Twilight came, Rainbow spent a lot of time with me. We’d been close ever since the day she came to my defense in flight school.”

Scootaloo cocked her head and tapped her chin. “What do you mean, ‘before Twilight came?’”

Fluttershy's eyes flitted up to her. “Can you keep a secret, Scootaloo?”

Leaning back, Scootaloo stared at Fluttershy for a couple seconds. “Uh… sure.”

“Good.” Fluttershy beamed and turned to gaze out at the town. Her eyes settled on the hospital. “After we became Element-Bearers, Rainbow spent less time with me. A lot less time. She had four new friends to get to know.”

Scootaloo scowled and kicked at the clouds. “Yeah, I know how that feels. I bet you were real upset, huh?”

“I did get a little depressed.” Fluttershy tugged at her mane. “Even though the others came by and visited, it wasn’t the same.”

“Yeah.” Scootaloo turned to stare at the hospital, the sight of which brought the butterflies back to her stomach. “Apple Bloom and Sweetie did that for me. Spike too. They’ve all been trying to cheer me up.”

“You didn’t want to be cheered up, did you?”

A sneer found its way on Scootaloo’s lips. “I wanted Rainbow back.”

“It only gets worse,” Fluttershy muttered. “More ponies try to cheer you up, but they don’t understand what’s wrong, do they?”

Scootaloo shook her head. Her wings tensed as she thought on the past few months. “They didn’t spend years of their lives wishing they had somepony to talk to, to look up to.”

Something brushed her shoulder. She glanced up, expecting to find a wing being draped over her.

What she saw instead was Fluttershy, standing and glaring into the distance, her wings partially spread and tense. It was so incredibly different from anything and everything ‘Fluttershy’ that it made Scootaloo step back and consider what she was seeing.

“It got tiring. Aggravating.” Fluttershy’s words came through bared teeth. “They all kept talking, and none of them understood. Rainbow didn’t understand. I bottled it up until I was about ready to explode.”

“You?” Scootaloo gaped at this pony she didn’t recognize, whose chest heaved and whose eyes sparkled with an alien intensity. “W… What did you do?”

“I exploded.” Fluttershy relaxed, her wings slowly folding as she sat once more. “After the gala that year… Because of it.” She glanced at Scootaloo with a small smile and a blush. “I’m sure you’ve heard of my little tantrum with the animals?”

“Yeeeeah.” Scootaloo averted her eyes and chuckled, rubbing the back of her head. “I heard the stories.”

Fluttershy nodded and turned to gaze at the hospital once more. “All my emotions, everything I’d been holding in about Rainbow finally came out, but it was misdirected. My desire to be loved by the animals was just me seeking a substitute. I realized that after the gala… so a couple days later I went to Rainbow and told her everything that I’d been carrying with me over the past year.”

Scootaloo huffed and glared at the hospital. “I bet she brushed you off. Like she did to me.”

“Actually, she was very understanding.” Fluttershy offered what had to be her sweetest smile. “We talked, and I realized that the problem was in me the whole time. Rainbow wasn’t choosing our friends over me. I just had to get used to the fact that I wasn’t monopolizing her time anymore.”

Scootaloo’s wings flared. “I am not monopolizing her time!”

“But you want to.”

“I—”

She paused, ears perked as she blinked a few times. Fluttershy was watching her, neither smiling nor frowning… just watching.

Scootaloo turned away roughly, ears drooping with her head. “I just want her to be there for me.”

She felt a hoof on her shoulder. “She will be, Scootaloo. You’ll always be her little sister.”

“How do you know?” Scootaloo brushed the hoof away. “This isn’t like making new friends. This is totally different.”

“I know because you’re one of the most important ponies in Rainbow’s life.”

Scootaloo could swear she heard her heart go crunch. Her eyes moistened and she worked frantically to keep the tears where they belonged. “Y-you… you sure about that?”

Fluttershy stepped up to nuzzle her cheek. “Why don’t you go ask her yourself?”

“I…” Scootaloo stared at the pony smiling beside her, then down at the hospital. The building was a bright orange now, practically glowing in the radiance of dusk. She felt almost like the building was calling to her.

“But I’m scared.”

“That’s okay too.” Fluttershy gestured to the hospital with a smile. “But if you don’t ask, you’ll never know.”

Scootaloo’s ears perked to the sound of wings unfolding. “You’re going?”

“Home.” Fluttershy looked over her shoulder, that warm smile ever present on her lips. “I’ve already seen Rainbow today… and I think you want some time alone.”

She disappeared beneath the cloud, silent and graceful. Scootaloo could only gaze at the indentation in the cloud, feeling a touch of envy at the finesse Fluttershy possessed. Scootaloo was a high speed train in the air… but Fluttershy was a feather. Acknowledging her love of the one, she nonetheless wished she could achieve both.

I can’t imagine how it would feel to fly like Fluttershy. It’s so graceful, y’know? It’s not as easy as it looks.

And to think, Fluttershy always thought of herself as a weak flier.

She’s not weak. She just has a different style.

Scootaloo shook her head with force and turned to stare down at the hospital. She was tired of hearing that voice in her head. The real thing would be so much better.

Time passed. The sun set and the half-moon rose. Scootaloo watched ponies move in and out of the hospital. She saw her friends, Rainbow’s friends. They all seemed so happy, like nothing was wrong. Well, for them that was true. They all had siblings to talk to, ponies who would keep them company once they got home, maybe parents to tuck them in.

For a few years, Scootaloo had that too. It had been so good…

You’re sulking again.

“I am not.” She pouted and bowed her head.

Yes, you are. Don’t try to lie to me, kid, I know you too well.

“I wish you’d shut up.”

I wish you’d come and talk to me.

Scootaloo sighed and spread her wings. “Alright, already.”

She lifted off, flying slowly over the town. With every beat of her wings, her heart felt a little heavier. The hospital awaited, a squat, hulking monstrosity of a building. It was like a massive frog, waiting for an opportunity to shoot out its tongue and eat the frail fly that was Scootaloo. She had nothing against frogs, but the image was rather creepy.

Hovering over the building, she stared down at the windows that shined in the dark like so many eyes. Some were winking out even as she watched. Visiting hours had to be long over.

Yet Scootaloo had trained with the best, and Rainbow wasn’t the best at just flying.

Circling above the building, she tried to recall what room she was after. It wasn’t so easy to determine from outside the building, but after a few circuits she dove to what she was reasonably sure was the correct window. She peered inside, hooves to the glass, and saw she had the wrong one. She moved to the next one down and was rewarded with the sight of a rainbow-colored mane poking out from under bedsheets.

Scootaloo felt at the window; it came open easily. As she slipped inside, she once again wondered why it was Rainbow was so good at – and had a penchant for – going through windows. Rainbow had dodged the question the one time Scootaloo had bothered to ask. She could only assume it had something to do with Rainbow's less-than-innocent foalhood.

She closed the window as gently as possible, wincing at the quiet thunk. There was no movement from Rainbow though, or from Soarin, who was slumbering on a nearby couch. Scootaloo stared down at her mentor, chest tight and shoulders slumped. Now that the opportunity had presented itself…

Her hoof trembled as she reached for the bedridden pony, but she couldn’t bring herself to touch Rainbow’s shoulder.

What are you waiting for?

She pulled her hoof back, close to her chest. The urge to open the window and fly off was so very strong. Rainbow needed her rest, right? This was a bad time. Yes… she’d ask later. Later, when she wasn’t in the hospital. Scootaloo turned for the window—

Her body froze as her eyes drifted past the small end table by the bed. On it was a picture frame, angled towards Rainbow’s head and kept near the edge. Scootaloo gazed at it for several long seconds, a chaotic mess of thoughts rampaging through her mind. Why did that frame captivate her? She didn’t even know what the picture was.

She wanted to know.

Chewing her lip, Scootaloo lifted the picture frame. She closed her eyes, not understanding why her heart was pounding, and flipped its front towards her face.

Her hooves were shaking. Why were her hooves shaking?

Her eyes opened and a gasp burst from her lungs.

She was staring at herself.

It was Scootaloo, just over a year ago at Sugarcube Corner. It was her cute-ceañera. She hadn’t even been expecting one; that kind of thing was usually put on by a foal’s parents, and Scootaloo’s dad wasn’t going to be home for another three months at that point.

It was all Rainbow. She’d made the arrangements, paid for everything. Even with the wedding preparations, she’d found the time. She stood right at Scootaloo’s side with a grin so wide one would think the party was intended for her. Soarin stood on Scootaloo’s opposite side and appearing no less proud. The filly between them displayed her new scooter, looking like the happiest pony in the world.

Those tears were back. They made rivers down Scootaloo’s cheeks. She gazed at the image for a long time, just soaking in the happiness that it had captured. It was perfect. Pinkie had truly outdone herself with this one.

She set the picture down and turned away, trying to rub the moisture from her eyes. As her vision began to clear, she noted the crib against the wall. Her pleasure faded like a sinking ship and her stomach flipped. Taking long, slow breaths, she approached.

The foal was tiny. So… incredibly tiny. It was all wrapped up in a tight bundle of blue cloth.

Blue.

So it was a colt.

Scootaloo raised her hooves to the crib rails and gazed down at the new life before her. The foal slept, warm beneath a dim heat lamp. He was, unsurprisingly, blue. There was no way to see the color of his mane under all the cloth; would it be a rainbow like his mom’s? Or maybe just blue like his dad’s?

She wanted to be upset. She wanted to hate this tiny ball of insignificance. The end of everything revolved around it, after all.

Yet Scootaloo felt no hatred. Not even a little anger. She just felt… miserable. Her gut was filled with those pins and needles again, and it seemed like a few had wormed their way into her heart as well. To think, something so small and innocent could cause so much trouble…

She reached down to touch the foal’s cheek. It was so warm…

“She’s all yours now. Enjoy it, kid. You have no idea how lucky you are.”

The tears were back. Scootaloo made no attempt to get rid of them this time. She merely turned and trudged for the window.

“Leaving so soon?”

Scootaloo barely manage to catch her yelp in her throat. Her head jerked up to find a pair of heavy-lidded, magenta eyes settled upon her.

Rainbow was smiling. Despite how her eyes drooped, she still could smile.

For several seconds, Scootaloo could only stare at her. Silence dragged on. Scootaloo wanted to shout… but the butterflies had turned back into that lead weight and her lungs refused to function. Her mouth opened and closed a couple times. She must look so stupid.

Rainbow gestured with her head towards the crib. “What do you think of my little guy? Pretty awesome, huh?”

Awesome. Was that what she expected Scootaloo to think? The word shackled itself to her heart, nice and tight and perfectly happy to hurt. Scootaloo sagged and felt the tears welling up once more.

“Scoots?” Rainbow started to lift herself up, visibly straining to do so.

A whimper broke from Scootaloo’s lips as she hurried over and pushed the new mother back against the bed. “D-don’t, you need to rest,” she whispered, her eye going to the unconscious Soarin.

Rainbow chuckled weakly. “Yeah… they always said having a kid was a killer experience for a pegasus. Now I know firsthoof that they weren’t kidding.”

Scootaloo drooped a little. “Was it bad?”

“We’re built for flying,” Rainbow replied with a shrug. “One of nature’s tradeoffs. At least, that’s how Twi put it. Plus the pain meds make me feel like I drank a whole barrel of cider.” She looked up at Scootaloo’s distraught face.

“I wanted you to be here.”

“I know.” Scootaloo stared at her hooves and sniffed.

Rainbow studied her, smile fading. “You’re still mad at me?”

She only nodded.

A hoof reached over to touch her leg. “I don’t understand. You’ve been at this for months, Scoots. What’s so terrible about me becoming a mom?”

For just a moment, Scootaloo felt the fire burning in her mind; her wings flared and she glared at Rainbow. It didn’t last, and soon she was back to studying the floorboards. She said nothing for a time as she considered how to speak her mind. After a while she reached over and took the picture frame from the end table. She sat and turned so they could look at it together.

“That was an awesome day,” Rainbow said, her voice soft.

Scootaloo nodded, her eyes set on her own smiling face. “It was. I wish we could have more of them.”

Rainbow tilted her head. “You mean we can’t?”

She waited for Scootaloo to respond.

Scootaloo didn’t.

“Hold on, kid.” Rainbow shifted to her side to better look up at Scootaloo. “Why do you think we won’t spend time together?”

Scootaloo pouted and looked away, then slowly raised a leg to point at the crib.

“The foal?” Rainbow frowned and rubbed at her eyes. “What’s he got to do with—”

“Just stop it, okay?” Scootaloo sniffed and fought down her tears. “That colt is going to ruin everything for me.”

“But why?”

Scootaloo glared at Rainbow, but her mentor only stared back with a wide-eyed, miffed expression. The fact that she was so clueless just made Scootaloo wilt once more.

“Come on, Rainbow. You’re a mom now. That colt is going to mean everything to you.” Scootaloo turned away, setting the picture face-down on the end table. “You’re not going to have time for me anymore.”

It took a few seconds for Rainbow to respond. “Scoots… is that what you’ve been worried about all these months? Why didn’t you tell me?”

“I don’t know,” she confessed. “I guess… because you were so happy. I sorta felt like I’d be butting in on that. I was mad, yeah, but I didn’t want to ruin this for you.”

Silence reigned. Scootaloo looked around the room in search of something to distract from the pain. Her eyes landed on the crib, though, and her chest only tightened.

Her ears perked: Rainbow was chuckling.

“You’re going to love me.”

Scootaloo cocked her head at those words, then turned to give Rainbow a frown. “Say what?”

“Something Fluttershy once… ‘said.’” Rainbow smiled up at her. “She once had the same problem. I’m so awesome, everpony wants a piece.”

With a huff, Scootaloo said, “You were a lot more awesome when you were hanging with me. I miss my big sister.”

“We’re still going to hang out, Scoots. In case you didn’t notice, I do have help with the whole parenting thing.” She nodded towards Soarin, who chose that time to snort and roll over on his couch.

Despite the lead in her gut, Scootaloo couldn’t resist a smile. “I’m not sure how much help he’ll be. He’s pretty useless for a Wonderbolt.”

Rainbow grinned and set her hooves behind her head. “Yeah, he’s a dork. A lovable dork, but still a dork.” She eyed Scootaloo. “You can help too, y’know.”

Scootaloo blinked. “Me?”

“Yeah, you.” She nodded to the crib. “If you’re my sister, then that’s your new nephew. Family sticks together, Scoots.”

“No.” Scootaloo jerked her face away with a scowl. “I hate him.”

A wry smile spread across Rainbow’s face. “No ya don’t. You’re just being stubborn.”

“It doesn’t matter how you try to sugarcoat it, you’re still going to be spending most of your time with him.” Scootaloo sighed and stared at the crib. “It won’t be the same, Rainbow. I want to go back to how things were before. I liked having you mentor me.”

Rainbow touched her leg once again. “There’s a lot more to being a mentor than flight lessons and cute-ceañeras, kid. We’ve entered the next step.”

Scootaloo thought on this before turning back to Rainbow. “What’s the next step?”

Rainbow’s smile grew warm. She gestured for Scootaloo to come closer, so she did. Rainbow abruptly reached up and pulled her down into a tight hug, eliciting a small yelp from her captive.

“Life, Scootaloo,” Rainbow whispered. “The next step is life. Like it or not, you’re not gonna be a filly for much longer. I need to show you the important things about being an adult.”

“Rainbow?” Scootaloo pulled her face out of the pony’s chest and stared into bright magenta eyes. Rainbow was beaming, but… “W-why are you crying?”

“Because I’m happy, Scoots.” Rainbow nuzzled her protégé with a grin. “I’m a mom, and my boy is incredible. I have a husband who is wonderful, friends who will be there for me. I’m happy.”

Scootaloo wanted to smile for her, she really did, but she couldn’t. She pressed her forehead against Rainbow’s chest and sighed.

“I also have a kid sister who loves me so much she gets jealous.”

“I’m not—” Scootaloo closed her mouth and sulked.

“Yep, more jealous than Rarity was of Fluttershy when she became a model.” Rainbow chuckled. “I’m glad, Scoots. Now I know it wasn’t just me.”

Scootaloo looked up with wide eyes. “What do you mean?”

Rainbow pressed her cheek to Scootaloo’s forehead. “I didn’t know what I was getting into that night. It wasn’t ‘till you won the right to carry the flag at the Equestria Games that I really understood. I saw you carrying that flag, and only one thing was running through my head: that’s my little sister.”

Though her mouth was open, Scootaloo could think of nothing to say. The swelling in her chest made it hard to get the words out anyway.

“Then you finally learned to fly.” Rainbow’s hold tightened. “And sweet Celestia, could you fly. I can’t tell you how proud I was to see you swooping over Ponyville like a pro. I’ll be honest, Scoots, I cried.”

No swelling of the chest could stop the words this time. “You cried? Because I learned to fly?”

Rainbow huffed a small laugh. “In private, of course, but yeah. I sobbed like a filly, because I was just so proud. I never gave up, even when it started to look like something was really wrong with your wings, and to see my faith rewarded like that... Horseapples, Scoots, it was one of the happiest moments of my life.”

Scootaloo pulled back to gaze at her mentor. “R… really?”

She’d never known Rainbow to cry much. Seeing the twin rivers around that warm smile almost had her following the example.

“Then there was this.” Rainbow’s hoof reached over Scootaloo’s shoulder. It came back holding the picture.

Scootaloo rubbed her eyes and looked from the picture to Rainbow. “M-my cute-ceañera?”

“Mm-hmm.” Rainbow sniffed as she stared at the image. “Pinkie wanted to give me a discount for that party. I wouldn’t let her. I paid every bit for it. Knowing that you finally had a cutie mark, that it was something awesome like stunts… That cute-ceañera deserved everything I could pour into it, and then some.”

It took a moment for Scootaloo to process those words. “But… b-but why?”

The picture was set aside and Rainbow’s cheek returned to Scootaloo’s forehead. “Because. A stuntpony, Scoots. That’s what you are. And what am I? I… I felt like you were following in my hoofsteps. My little sister.” She shivered, her wings splaying out just a fraction. “I was so excited, so… so happy. If your wings made me cry, your cutie mark made me melt. I had to rely on Rarity to keep from breaking down at the party.” She punctuated her explanation with a feeble chuckle.

Scootaloo’s heart was pounding. At some point she’d begun clutching at Rainbow’s waist, and by now she really was crying. She leaned into Rainbow’s shoulder as she whispered, “W-why didn’t you ever tell me this before?”

Another soft chuckle. “Ah, you know me, Scoots. I had an image to maintain.” She rolled onto her back, though she kept her hold on Scootaloo. Her eyes lingered on the ceiling, the tears having stopped but her cheeks still soaked. The smile on her lips faded.

“Actually… I was scared.”

Scootaloo rubbed her eyes and shifted to a more comfortable position, though she didn’t stop pressing against Rainbow. “Of what?”

Rainbow’s lips pursed. Her weary eyes became steely, the way they did when she was preparing for a hard fight. Seconds passed in silence, and Scootaloo began to wonder if she would answer at all.

“You always saw me as an idol.”

Scootaloo blushed and averted her eyes. “Well, you are awesome.”

“But I’m not as awesome as you think,” Rainbow replied, her gaze not leaving the ceiling. “I was scared, Scoots. I had an image, and you’d formed this superhero vision of me in your head. I had to play the part, didn’t I? What would you think if you knew your idol was really a big sap, that deep down I was just as normal and flawed and stupid as any other pony? I didn’t want you to see me break down, even for the happy reasons, because I didn’t want you to lose that image of me.”

She wouldn’t look at Scootaloo. Her entire body was tense. Scootaloo recognized the signs… but she didn’t know what to say. What she’d just heard was so unlike anything she had anticipated. It was several seconds before she could even think beyond ‘Rainbow was scared of me.’

At last the words formed in her mind, and Scootaloo managed to make sounds out of them a few moments later. “W… why tell me now? If it scared you so much, why tell me at all?”

Rainbow sighed and closed her eyes. “Because the image already broke. It broke the day we announced I was with foal.”

“That’s not… totally true.” Scootaloo wilted a little at Rainbow’s frown.

“It is.” A hoof began toying with Scootaloo’s mane. “It shattered your mental picture of me, didn’t it? I suddenly wasn’t a hero anymore; I was just a regular, boring mare trying to live a regular, boring life.”

“Now that is definitely not true.” Scootaloo snuggled up to her. “You’re in the Wonderbolt reserves. You’re the only pony alive who can do a sonic rainboom. There’s nothing boring about you.”

“But the illusion was gone,” Rainbow said, her voice heavy with regret. “I was changing. You saw there was more to me than rainbooms and stunt flying. I’m mortal, Scootaloo, and I’m not perfect. I’m so proud of you. The last thing I wanted was to disappoint my number one fan.”

Scootaloo cringed, her hold tightening just a touch. She waited for Rainbow to go on, but her mentor said nothing else. Left to her own devices, Scootaloo’s mind began to wander over everything she’d just learned.

Rainbow’s chest rose and fell in a slow rhythm. Scootaloo stared at it, mesmerized by the quiet motion. She recalled being rescued from a waterfall, a memory so vivid she could sometimes swear her coat was still wet. A rainbow arching across the sky, a grin as she waved the flag at the Equestria games, the cheers as she spread her wings and rose from the ground all on her own for the first time, a scooter being presented at a party all for her.

Her world crashing down, Rainbow’s ever-bulging stomach, more and more nights alone at home.

She sat up in the bed. Soarin remained with his back to her. She studied him, recalled the uncertainty of learning about a proposal that seemed too early. Her gaze fell on the crib.

“I didn’t want things to change.” She turned to Rainbow, whose eyes just barely opened. “I wanted us to fly together every day, for you to teach me everything you knew. I didn’t like Soarin at first, but I was willing to accept him. But this?” She shook her head and turned away. “Everything changes with this. You’re right, I was disappointed.”

Rainbow’s response came slowly, her voice weak. “I’m sorry, Scoots.”

“No… I am.” Scootaloo dropped back onto the bed and held her big sister close. “I was selfish. I wanted you all to myself. Guess I’m not much of a little sister.”

A hoof gradually wrapped about her shoulder. “You’re the best little sister a pony could ask for.”

“Am not.” Scootaloo smiled and nuzzled into Rainbow’s side. “I… I love you, Rainbow. You know that, right? I’ll always appreciate the time you gave.”

At last a smile formed on Rainbow’s lips. She reached up to knuckle Scootaloo’s head, though it was a weak motion. “Stop acting like it won’t be happening anymore.” She sighed and let her hoof rest on her stomach. “Feels so weird being empty…”

Time went by in silence. Scootaloo was content to leave things as they were. She closed her eyes and relaxed. She wasn’t completely satisfied… but at least now she felt she was ready for the next step.

Yet despite her clear weariness, Rainbow wasn’t ready to sleep. “Two things.”

Scootaloo peered up at her. “Yeah?”

Rainbow’s smile returned. “We added some rooms to our place. One’s pretty big. Meant for me and Soarin. That means my old room’s gonna be available.”

There was no way to stop Scootaloo’s wings from opening with a fwoomph. “Are… are you saying you want me to…”

The smile broadened. “As long as you don’t mind living with an old married couple. You spend the night so much as it is, you might as well have your own room.”

“You’re not that old.” Scootaloo giggled and pressed herself a little closer. “I’ll stay with dad when he’s home, but… but yes, you can’t imagine how much yes I have for that idea.”

“Good.” Rainbow tightened her hold, once again running her hoof through Scootaloo’s mane. She was silent, and Scootaloo sighed in contentment.

“The second thing is important, Scoots. Really important. I want you to think about it for a while, okay?”

She nodded into Rainbow’s wing. “Anything.”

Rainbow’s head shifted towards her. She was silent for several seconds, and at last Scootaloo looked up to find Rainbow watching from the corner of her eye.

“My son needs a name.”

Scootaloo’s jaw dropped, her chest heaved. It took a while for her throat to open up and let the word out. “Me?”

Rainbow grinned and closed her eyes with a sigh. “Make sure it’s a good one, okay?”

A thousand possibilities instantly swarmed through Scootaloo’s brain, but they were all drowned out by sheer elation. She clutched Rainbow and felt tears rising to her eyes.

“It’ll be an awesome name. Y-you wait, sis, it… it’ll be the best name any colt’s ever had.”

“I’m sure it will be. And Scoots?”

She sniffed and nodded into blue feathers. “Y-yeah?”

Rainbow’s smile became warm. Her breathing began to slow as the medications finally regained their hold. Even so, she was able to whisper one last thing before drifting back to peaceful slumber:

“I love you, too.”

Author's Note

I honestly don't know what inspired this. It came on a very sudden whim, in which I realized that I'd never seen a story in which Scootaloo had to cope with Rainbow being a mentor to somepony else, and more specifically with Rainbow having a foal. As I got to thinking about the consequences of such an event, I began to wonder how Scootaloo would take having to share her beloved hero. This story was the result of that pondering.

For the record, this is meant to take place some two years beyond the show, which in my headcanon would place Scootaloo at around 15 or 16. Being in the 'terrible teens' was actually a major part of her characterization for this story. In the same way, I imagined Rainbow's new-found responsibilities would mature her a great deal in a short span of time, hence her more 'world-wise' manner for this story.

And for those of you wondering, yes, I was intentionally deceptive about where this story was going.