.out.of.character.

in the center of Ponyville. Ponies trotted left and right, going about their wet, rainy business.

"Hey! Hey!" Rainbow shouted, sputtering. "Have any of you ponies seen Fluttershy?!"

Everypony froze in place, staring at Rainbow Dash. Deadpan faces with ears that stood up against the thunder.

Rainbow lurched to a stop, shivering. She gulped and grinned back. "Because she sure is kind, isn't she?!"

A mare laughed. A stallion chuckled. In a single shuffle, everypony returned to what they were doing.

Rainbow Dash exhaled with a shudder. She trotted forward into the thick of town.

No sooner had she made three steps when she heard a shrieking noise to her left. She turned to look.

An apartment door was being kicked down. Five bucks with branching antlers were dragging a helpless, screaming mare out of her home. She struggled and fought with them. One buck growled and punched her several times in the gut with his cloven hooves while another leaned down and clamped his muzzle over her face.

Rainbow gnashed her teeth. "Hey!" In a fit of anger, she started galloping towards the scene. The air around her instantly silenced as she sensed everypony freezing in place. Even the bucks had stopped to stare at her, including the mare whom they were brutalizing.

Rainbow gulped. She stepped backwards, forcing her gaze to look off in the distance. As she did so, she winced, for she heard the mare's screams lift up once more as the five creatures carried her off. Ignoring the pounding in her heart, she trotted past Twilight's library and Sugarcube Corner.

"Fluttershy's cottage... Fluttershy's cottage..." She gulped, trotting faster and faster. "She has to be unaffected by this. As long as two element-bearers make it out alive, then we can—"

"Therrrrrre you are!" Spitfire touched down along with Soarin'. The Captain of the Wonderbolt lowered her goggles and tossed her sopping wet mane. "I've been looking all over for you, rookie."

Rainbow Dash skidded to a stop. "Ah jeez..." She took one look down, then flinched. "Ah jeez!"

Rainwater had thoroughly soaked Spitfire's flight suit, accentuating absolutely every contour and crevice of her lithe pony body. "I heard you overexerted yourself the other day, Rainbow Dash." She smiled. "You weren't thinking of me at the time, were you?"

"Uhhh..." Rainbow Dash leaned back from the mare's lustful leer. "Who d-doesn't?! Y'know what I mean?" She smiled awkwardly.

"Heheheheh!" Soarin' nodded, grinning. "That's pretty funny, Rainbow—"

Spitfire spun and snarled at him. "You shut your fucking mouth unless I tell you otherwise, do you hear me?!"

Rainbow blanched.

Soarin' immediately cowered, hanging his head low. "Yes. I-I'm sorry..."

"What was that, cunt?!"

"S-sir! I'm sorry, sir."

"That's more like it." Spitfire licked her angry lips. "Celestia damned breeders, I swear..." She turned back to Rainbow, who was still grimacing terribly. "Gotta keep their five legs in line or else they'd run off with the nearest pigbutt that catches their fancy." In an instant, she regained her saucy smile. "Now..." She leaned forward, running a hoof up Rainbow's fuzzy blue chest. "Where were we?"

"Uhm... y-your guess is as good as mine," Rainbow's voice cracked as she trembled. "Cap'n." She gulped. "Sir."

"Hmmmm..." Spitfire licked her lips, leaning forward until her breath wafted against Rainbow's muzzle. "And can you guess what your Captain is thinking right now, rookie?"

"I... uh... I..." Rainbow Dash looked down beneath Spitfire, and her eyes twitched at the sight of something. "Gah!" She wrenched her eyes towards the side of the street. "Looks like," she gulped, "Soarin' isn't the only pony around here with five legs." She fought the taste of bile rising in her throat. "Who kn-knew?"

"Hmmmm..." Spitfire purred into Rainbow's ear as she prepared to brush said limb against the mare's side. "And does somepony have a problem with that?" She blew Rainbow's bangs aside and cooed, "Or should we find out if your wings are the only part of your body that... aches?"

"I... I..." Rainbow Dash's eyes twitched. Her ears rang to a deafening degree. But then, her vision locked onto something.

Across the way, she spotted Scootaloo. The little filly pushed a cardboard box across a dank alleyway, using it as a stepping stool to open up a backstreet dumpster. Clutching her stomach, the shivering foal proceeded to fish through the garbage, desperate for a morsel to eat.

The ringing in Rainbow's ears stopped. Clenching her teeth, she turned and smirked at her captain. "Tomorrow night, sir. A race."

Spitfire squinted. "A race?"

"Yeah! I challenge you to a race from... fr-from Ghastly Gorge to the Ponyville Motel! Loser gets to buy a room for the night." She waggled her eyebrows. "Winner gets to make use of the stay... and of the loser."

"Hmmmm..." Spitfire stroked Rainbow's bangs back with her hoof. "Why not race now?"

"Because, like you, Captain, I value hard work and anticipation, without it... there's no thrill." She limped away, waving. "Peace out!"

Spitfire stood alone, her rain-soaked eyelashes fluttering against the gray haze. "She... she just gave me the brush-off."

Soarin' trotted up. "Maybe it's because her wing hurts."

WHAM! Spitfire punched him across the face. "Or maybe it's because you disgust her half as much as you disgust me, shit splooge!"

"I-I'm sorry, Captain! S-Sir!" The stallion whimpered, bleeding into the mud puddles. "I-I'm so sorry! I'll be quiet!"

"Not in a few minutes, you won't be!" Spitfire snarled as she dragged him off. "Make your screams high-pitched. Pretend that you're her!"

Rainbow tried not to shudder as she heard those words behind her, not to mention Soarin's whimpers. She pressed forward across the street, dodging speeding wagons at the last second. Brushing the mud off, she finally reached the dumpster where Scootaloo was rummaging about. "Scoots! Scoots!" She whistled, trying to keep her voice low. "Kid! It's me!"

"Hmmm?" The filly looked up. Her orange coat was pale over hollow cheekbones. At the sight of Rainbow Dash, she instantly smiled, but it was a dull, lifeless thing. "Oh, Rainbow... it's y-you..." She leaned forward. She teetered. "I'm so... s-so..." She fell out of the dumpster.

"Whoah, there!" Rainbow swept low, catching Scootaloo across her back. The impact of the filly against her left side was murderously painful. She bit her tongue to stifle the urge to yell. "Gnnngh... what... wh-what are you freakin' doing out here?! Fishing through garbage?"

"I..." Scootaloo winced, clinging to Rainbow Dash with cold, trembling limbs. "I just... just wanted..."

"Celestia, you're so light!" Rainbow Dash wheezed. "What could possibly—?"

"Rainbow..." Scootaloo sniffled. "R-Rainbow..." She sniffled again.

"Yeah, kid? What is it?"

The filly choked on a sob. She clutched two hooves over her face and simply wept.

Rainbow Dash positioned them so that Scootaloo was seated before her. But for all of her efforts to shake the kid out of it, the filly kept sobbing and shivering. "Scootaloo... come on! It can't be that bad! You can talk to me! You can tell me all about it!"

"No... no I-I can't..." Scootaloo drifted forward and buried her face in Rainbow's chest. "Th-then they'll know! And they'll put me in another home!"

"Who's they?" Rainbow blinked. "'Another home?'"

"And I'll be beaten up worse than the f-first time!" Scootaloo whimpered, clinging to Rainbow Dash like a tiny doll. "I don't want it, Rainbow Dash! All I want is you! Please... take me away from here! Take me far away!"

Rainbow Dash felt every tremble of the little waif against her chest. The rain water carried the scent of cinnamon up to her nose. Her tongue licked along the roof of her mouth.

Perhaps just a sisterly kiss. A motherly lick.

Rainbow fought the ringing in her ears. "Scootaloo..." She held the filly close, stroking her mane. "It's... it's okay!" She gulped, twitching from the cold raindrops trickling down the alleyway. "It's all going to be okay! This isn't... I mean, you don't... don't deserve..." She bit her lip, then hugged Scootaloo close.

The filly said nothing, but simply sobbed in Rainbow's grip.

Slowly, icily, Rainbow looked up with an angry glare. "Is this the way you like it?" she snarled in a low, angry tone. "You break my wing... send horndogs my way... that's all good and fine. But starving and torturing foals?!"

Thunder rolled.

Rainbow's hushed snarl turned into a venomous howl. "Is that what churns your butter?!"

"Rainbow Dash..."

Scootaloo's tender voice made Rainbow's breath coo. The pegasus licked her lips, hungry for the taste of cinnamon sweetness.

"It's not going to happen, okay?!" Rainbow shook, hissed. "You've gone far enough!"

"Rainbow..." Scootaloo suddenly clutched Rainbow hard.

"What?" Rainbow Dash looked in the same direction that Scootaloo was. "What is it—?"

A solid line of ponies stood on the sidewalk, no less than thirty of them. They all peered into the alleyway, expressionless.

Rainbow Dash's eyes darted left and right. Before the ringing could intensify, she thought fast, then sputtered, "I... I-I want you all to know that... th-that..." She gulped. "I-I'm adopting this little filly!" She stood up straight, balancing Scootaloo's limp body on her shoulders. "I'm b-becoming her big sister and... and she's going to live with me!"

The thunder dissipated. The ponies stared and stared... then blinked. All in one accord, they cheered, clapping their hooves against the pavement. They smiled.

So Rainbow Dash smiled back. Slowly, inching her way one hoofstep at a time, she trotted through the thick of the crowd. Ponies applauded and whooped and laughed on all sides, some of them breathing down her neck with ecstatic grins.

"Yeah... awesome!" Rainbow Dash flashed her own teeth, nodding. "Cool beans! Radical!" She made it through the thick of the crowd, approaching an intersection. Once she made it past the bend in the road, she broke into a swift gallop, almost hyperventilating. "Nice one. Real smart." Rainbow Dash managed between frantic breaths as she churned her way through the muddied streets. "But I can be smart too. I don't care what you've laid ahead of me. I'm punching my way out, and I'm taking Scootaloo with me!"

"Rainbow Dash..." Scootaloo coughed and wheezed sickly. "Who... wh-who are you talking to?"

"Just relax, Scootaloo." Rainbow panted. "I'm going to get you out of here."

"Did... did you m-mean what you said earlier... in the street just now?"

"Just close your eyes, Scootaloo." Rainbow gulped. "Please. There's no telling what else it'll make us have to see—"

A flash of yellow and pink mane hair.

"Gaah!" Rainbow sprawled across the mud. Scootaloo fell off her with a pained grunt. Both pegasi went sliding to a stop. "What in the hay?!" She looked up, then gasped.

Fluttershy hovered above her, her eyes red and puffy.

"Fluttershy!" Rainbow hopped up to her hooves, breathless. "I've been looking all over for you! Look, we've got very little time! There's something very wrong with this town! It's already got Twilight and Applejack, and I think it's got Pinkie and Rarity too! But you? You and me and Scoots?! We can make it out! We just gotta work together! Y'know, like friends!"

Fluttershy grimaced, her eyes instantly flooding with tears.

"Fluttershy...?" Rainbow's eyes narrowed. "What's wrong?! Are you—?" Her eyes traveled down and she gasped. "Fluttershy!"

Deep red scars ran from Fluttershy's leg joints to her fetlocks. A steady trickle of blood leaked out. "I'm sorry, Rainbow Dash!" Fluttershy sobbed, shaking her head in the cold rain. "I'm so sorry!"

"Fluttershy... listen!" Rainbow Dash stood up, stretching a hoof out. "Come with me. It's... it'll be okay!" She smiled courageously. "I forgive you, alright? Whatever you feel sorry about, you're forgiven! Just... please, don't—"

"I can't help you, Rainbow," Fluttershy sobbed. "I'd only be useless! Just like I'm useless to everypony else!" That said, she galloped briskly around the corner.

"Fluttershy!" Rainbow shouted.

"Just..." Scootaloo wheezed, clutching her empty stomach. "Ghhghh... let her g-go..."

"Are you nuts?!" Rainbow hoisted Scootaloo over her shoulder. "I can't let her run off like that!"

Rainbow Dash wasn't about to leave Fluttershy behind.

She began galloping. "I'm not leaving Fluttershy behind!"

Rainbow Dash hadn't a clue what Fluttershy might do to herself.

"There's no telling what she might do to—" Rainbow stumbled to a stop, leaning against the cornerstone of a rainsoaked building as she weathered the ringing in her ears. "Dang it. Dang it! Knock it off!" She clenched her eyes shut and growled. "It's only because she's my friend! It's nothing that you want! Nothing that you want!"

"Rainbow Dash..."

"Nothing!"

"Rainbow, look."

Rainbow Dash tilted her head up.

A yellow pegasus with pink hair darted into the bottom story of a burnt out abandoned hotel. The structure stood on the side of town, most of its windows boarded up. Rain dribbled down through every crack in the rooftop, thoroughly saturating the empty hovel.

Rainbow Dash needed to run inside and save her friend.

"Rainbow..." Scootaloo twitched. "Did you just—?"

"Yes, Scootaloo." She gulped. "I hear it too." She took a deep breath. "But... the thing is... is it what I want to do... or is it what it wants me to do...?"

Fluttershy was Rainbow Dash's friend.

"She's your friend, Rainbow Dash," Scootaloo murmured. She nuzzled the back of the pegasus' head. Sweet cinnamon and vanilla. "You have to help her..."

"Yes... but just a moment ago..." Rainbow glared over her shoulder. "...you were telling me to let her be."

Something twitched deep behind Scootaloo's eyes. Her tiny hooves kneaded the back of Rainbow's mane. "She... she can adopt me too. You both can, Rainbow Dash..." Scootaloo cooed, clinging to Rainbow and nuzzling her harder. Cinnamon and dew drops. "Such awesome... kind sisters... who love me... as much as they love each other..."

Rainbow winced suddenly. Her mouth spat out the taste of iron. Something growled in the distance, and she lurched forward, eyes rolling back, then locking onto the apartment. "Just... j-just what happened here anyways?"

"A fire... long ago..." Scootaloo whispered above the rain drops. "Many ponies died... many fillies..."

"That... that's crazy..." Rainbow Dash hissed as she approached the glass-strewn dirt lawn before the tall, creaking structure. "In Ponyville?!"

"Ponies die all the time, Rainbow Dash..." Scootaloo shuddered. "I know this first-hoof."

"Not the Scootaloo I remember." Rainbow Dash took a deep breath. "And... I'm sorry, kiddo..." She lifted the tiny filly and placed her down on the ground, leaning her back against the building front. "But it's gotten to you too much. I don't... I can't trust what I hear if I have to take you inside with me."

"No, Rainbow..." With sudden strength, Scootaloo clung to Rainbow. "Don't leave me! Please!"

"I'll be right back, Scoots."

"Rainbow, you pr-promised! You were going to adopt me!" Scootaloo sobbed as the adult mare walked away. "Don't be like them! Don't beat me up too!"

Rainbow Dash changed her mind and picked Scootaloo back up.

"... ... ..." Rainbow blinked. Wincing, she placed the filly back down. "No, Scootaloo."

"Rainbow, please!" The child wailed, eyes streaming with rainwater and tears. "I'm begging you!"

"If it's a danger to me in there, then it's a danger to you as well." Rainbow Dash turned around, steeling herself with a firm breath. "I'm going inside to get Fluttershy. I'll be back soon."

"Rainbowwwww..."

"Just stay where you are!" Rainbow hollered back, stepping... crunching her way