Rainbow Dash loved flying, but hated long trips, if only because while it was still technically flying, most of the time all she was doing was going in a straight line in one direction. The only things she could do were dives or ride thermals—not that there were many of those this late at night—and both of those tended to get really old and dull really quick. Rainbow lived for the thrill, the tricks, the stunts! Speed was something that came easily to her, but no matter how fast she flew, on a long trip, it always seemed to be too slow to get where she wanted to go.

But she had to go. She had to get away, at least for a little while. Anything to stop that seething, roiling cauldron of anger in her stomach.

How could they? How could Twilight? She thought Twilight was her friend—her herdmate! Rainbow had done her best to make her welcome in the herd, to invite her to spend time with Lero, and Celestia knew how much ponyfeathering nonsense she had to put up with! Half the time the mare seemed to think Rainbow was her own private sounding board for ideas—and Rainbow wouldn’t mind half as much if they weren’t all so unbelievably boring and stupid. Who the buck cares about ‘magi-thermal radiation’ or Figgs-Bison fields! She didn’t! She doubted Lero did!

But Rainbow put up with it, did her best to listen, because she thought Twilight was her friend and herdmate, and that she wanted to make Lero happy, even if she did do it in her own weird way. And yet, here she was, stabbing Lero in the back—stabbing Rainbow in the back! Suddenly Lero wasn’t good enough for Twilight, for the Princess. All because he couldn’t give her a foal.

How could Twilight be so selfish? Couldn’t she see she’s just hurting Lero?

Or Lyra, for that matter. Rainbow had grown to respect the mare over the years, even if she suspected she was a few apples short of a fruit salad at times, with all that Still Way mumbo-jumbo, and she agreed with Twilight! Where else was she going to find somepony—someone—like Lero? Yet she didn’t seem to have any problem just throwing him off the side of the cloud when Twilight suggested it.

There was no doubt in Rainbow’s mind that Lero would be hurt by looking for another stallion, let alone bringing somepony else into the herd, even if he might not protest it. He was so gentle and sweet, not like the other colts Rainbow had met, and Lero was always willing to think of her first. Where would they find another pony like him?

Where would any of them find another pony like him? Foals weren’t everything, and Rainbow couldn’t believe that Twilight would do such an awful thing. Not to mention trying to take control of the herd away from her. Yes, she never liked idea that she was the ‘lead mare’, but she was still the first mare in the herd… And she had thought of the herd first! It wasn’t as if she didn’t want Twilight or Lyra in the herd—as friends, yes, but she had never really been into mares. But Lero was, and she was happy to expand the herd for him…

Rainbow Dash flared her wings and came to a stop, hovering over the Everfree forest. She had planned to go away, she just didn’t have a good idea where to go. She didn’t really want to go into town and get a room at an inn or something, and unfortunately, she done far too well clearing the skies earlier that evening, so there wasn’t any clouds she could grab and curl up on. That left sleeping in a tree, but that wasn’t as appealing as it had been a few years ago. She was so used to sleeping on a comfortable bed next to Lero that Rainbow had serious doubts that she’d be able to get to sleep at all.

Plus there was the added problem of what to do when Twilight or Lyra came looking for her. They probably would, if they weren’t already, and Lero certainly would, when he learned what had happened. Assuming they didn’t just lie to him. She hadn’t really explained a whole lot in her note—writing was never her strong suit and she was too upset to really focus on a longer letter. Lero she could face, the other two, not so much.

She didn’t know if she could even accept their apologies, if they came to her and begged her right now. After all, it was really Lero they needed to be apologizing to.

She just didn’t know what to do. It was all so simple, throwing some necessities into her saddle bags and charging out the door, but now that she was out here, she had no clue where to go next. It wasn’t like Rainbow could return home now.

Slowly, Rainbow rotated in the air, flapping one of her wings slightly out of sync with the other so she turned. It wasn’t a terribly dangerous stunt, but her Wonderbolts instructors had said it would improve her ability to make turns in the long run. As if she needed the help. Still, it was something to do while she tried to force her brain to think for once.

Before she had gotten too far with that, however, Rainbow noticed a light coming from the edge of the Everfree forest, and for the first time in what felt like ages, Rainbow felt herself feeling ever so curious. Then she realized where the light was coming from, and found herself grinning. It could only be one place, Fluttershy’s cottage! It was a simple matter to right herself and then fall into a gentle glide in that direction.

Fluttershy had been her friend since before either of them had moved to Ponyville, and Rainbow was certain she had an extra bed—or at least a couch—Rainbow could crash on. Plus—and Rainbow found herself slightly unhappy with herself for thinking it—her fillyhood friend was so shy and timid, Rainbow doubted she’d feel up to asking her any questions that Rainbow didn’t really want to answer, and more over, too shy to rat her out to her ‘herd’ if they came knocking. It was only icing on the cake that the cottage was so isolated, compared to the rest of Ponyville. The only place further out from the town’s center and her house would be the farms, but she doubted Applejack would be up at this hour.

Nevermind the fact that AJ couldn’t tell a lie to save her life.

Thankfully, despite how close Rainbow was flying to the treetops of Everfree, nothing tried to leapt out at her—not that she couldn’t handle it, if they did. She wasn’t looking for a fight, however satisfying it might be to buck something in the face right now.

The ground around Fluttershy’s cottage were dark, far darker than Rainbow was used to, given that the streets in Ponyville, especially in the past few months, were lit with streetlamps, but the light Rainbow had seen from a distance was shining out over the grounds from Fluttershy’s bedroom. It illuminated a good part of the pens and gardens Fluttershy maintained, but it had the added effect of utterly ruining Rainbow’s night vision. But, if she was going to be honest, she wasn’t the sort of pony who used doors anyway.

Flying up to Fluttershy’s window, Rainbow frowned at the glass, before putting her hoof against the upper frame of one of the panels of glass and jiggling it just so while putting a tiny amount of her cloud shaping magic into the wood. In the open air, it would gather moisture and form the beginnings of a cloud, but against wood, Rainbow had long since learned it would cause the metal clasp holding the windows shut to pop out of its holder.

There was a very faint sound of metal scraping against metal, and the window swung outwards, allowing Rainbow to pull them fully open and burst through the curtains to the other side. At this time of night, Fluttershy was probably reading a book to her rabbit or something. Rainbow Dash hated that darn thing, but Fluttershy loved him to bits. Why, Rainbow Dash had no idea. Then again, Fluttershy liked pretty much every animal in existence.

She hadn’t really expected what she walked in on. Intellectually, Rainbow knew full well that Fluttershy had been going out with Cheerilee’s herd for several months—apparently that insane day when Twilight screwed everything up had given Fluttershy the push to go out and be a bit bolder. Yet, on some level, it had never really clicked for her. She supposed it might have to do with the fact that most of the time the three of them were seen together in public, they just stood close to one another. Rainbow had never seen them so much as nuzzle one another, let alone kiss.

And they certainly weren’t kissing now.

Well, not just kissing, at any rate.

Rainbow felt her cheeks grow incredibly hot as Fluttershy let out a horrified shriek and dived over the bed and presumably under it, leaving a shocked and dismayed Cheerilee and Big Mac to untangle themselves from one another to get into a more comfortable position. It took Rainbow a few moments before she realized she really ought to look away, since she doubted… uh… something. She probably shouldn’t be staring, at any rate. Rainbow Dash had never seen such interesting ceilings before.

“Rainbow Dash?” Rainbow would have expected Fluttershy to greet her, but it was Cheerilee who spoke up first, drawing her attention back to the bed as Cheerilee slid off the comforter so Big Mac could roll himself up in it, to hide his… uh… But he didn’t stop there. The stallion shot her an angry look that reminded Rainbow why she did her best not to cross AJ—well, not to get caught crossing her at least—and rolled off the other side of the bed. Rainbow tried not to listen to what Big Mac was saying to her, or how badly the bed was shaking.

“Rainbow Dash,” Cheerilee said again, as she shoved her face into Rainbow’s. It wasn’t the most aggressive stance Rainbow had ever seen, and she had some difficulty taking it totally seriously, given that it was coming from a school teacher. “What are you doing here? Why didn’t you use the front door?”

The unspoken question being “what the fuck is wrong with you?”

“I, uh, I wanted to talk to Fluttershy,” Rainbow said, running her hoof through her mane. Why didn’t she wonder why all the other lights were off? “I saw the light on, so, um, I just thought I’d…”

“You could have knocked on the window, and waited for one of us to let you in.” Cheerilee’s voice was flat with anger, and she let out a snort as she shook her head. “Maybe you’d ought to go.”

Rainbow might be many things, but pushed around was not one of them. Rainbow spread her legs and half flared her wings before she had the good sense to snap them shut. She didn’t really want to get into another fight tonight. “I just wanted to see Flutters, Cheers. It’s her house anyway. And I’m sorry for barging in on you,” Rainbow leaned to the side and raised her voice slightly. “Sorry Fluttershy!”

The bed was still shaking, although a weak voice came squeaking out at her. “It… it’s okay, um, Dashie, really.”

Suddenly, Rainbow felt a wave of guilt wash over her, and it forced her to close her eyes as she tried to calm herself. When she and Fluttershy had been fillies, all they had—to a large degree—was each other, and Rainbow had promised herself a very long time ago to look after Flutters. The poor mare was timid and shy to a fault, and that had attracted the attention of more than one mean spirited pony over the years. And here she was, frightening the living daylights out of her very best, and oldest friend.

“No, Flutters, it’s not.” Rainbow sidestepped around Cheerilee—ignoring her grunt of protest and feeble attempt to stop her—and trotted over to the other side of the bed, which Flutters was half hiding under, shaking, with her butt in the air and her tail clamped tightly between her legs. Big Mac was beside her, apparently under the bed as well, so Rainbow dropped her her own belly and crawled under the bed on Flutter’s other side. “Fluttershy, I’m so, so sorry. I didn’t mean to scare you. Or—” Rainbow Dash looked away from Big Mac’s glare as she wrapped her wing awkwardly over her friend “—to walk in on you with your herd. I should have knocked. And used the front door.”

Rainbow felt no small sense of relief as Fluttershy’s body slowly stopped quivering, but before Fluttershy could peek out from her curtain of pink hair and hooves, Rainbow suddenly found herself being pulled backwards by her tail. With a yelp, Rainbow tried to stop herself, but her hooves had trouble gripping the slick wood floors. To Rainbow’s surprise, it was Cheerilee who was pulling her— she had no idea the mare was so strong. Nor had she seen her so pissed.

Cheerilee pulled Rainbow out of the bedroom and onto the landing before finally letting go and allowing her to scramble to her hooves— but before Rainbow could do anything else, Cheerilee pushed past her and slammed the bedroom door shut behind her. It didn’t really surprise Rainbow when she tried the door handle and found Cheers had locked it too. Faintly, she could hear murmuring on the other side of the door, but the wood was thick and obvious the carpenter who had installed it was well aware of how strong pegasus hearing could be.

With no idea what to do now— especially since her saddlebags had apparently fallen off at some point since she had flown through the window, Rainbow let herself sigh as she sat on her behind and watched the door in the darkened landing. She just hoped Fluttershy—and, by extension, Cheers and Big Mac, could forgive her. Both were very nice, warm ponies, but their forgiveness might be a bit harder to get.

She really hoped AJ didn’t hear about this one, or else she might have to spend the next five months looking over her shoulder.

Finally, after what felt like forever, Rainbow heard the clink of the door’s lock coming undone, and it slowly opened to reveal an very disheveled looking Fluttershy; her fur was sticking up in places, and her mane was slightly out of position, a far cry from her usually well cared for appearance. Rainbow couldn’t help but flinch as the noted the matted fur under the mare’s eyes. Still, she was smiling, if weakly.

“Um,” Fluttershy said, her smile faltering slightly as she glanced over her shoulder at Cheerilee and Big Mac, who were now resting on Flutters’ bed, giving Rainbow the evil eye. “H-hello.”

“I’m sorry, Fluttershy,” Rainbow repeated herself. She wished she knew what else to say.

“I know, Rainbow,” Fluttershy said, her tiny little smile returning. A little bit too understanding of a smile. “You always are.”

Rainbow wasn’t really sure how to respond to that, and the two of them stared at each other as the feeling of awkwardness increased between them.

“You, um, said you wanted to talk?” Fluttershy said finally, rubbing her foreleg with her other one as she broke the stare and looked at the floor.

“What?” For a brief moment, Rainbow had no idea what Fluttershy was talking about, the whole fight with her herd fleeing her mind in the chaos of the past few minutes. “Oh. Oh, right! I mean, yes, uh, I was hoping for… some privacy.”

Big Mac snorted, which coming from the powerfully built stallion sounded like a train engine venting steam, “so were we.”

“Hehheh, uh, yeah, sorry… sorry about that,” Rainbow raised her voice and looked over Fluttershy’s head to apologize to the other two ponies she had wronged in the room.

“Okay,” Fluttershy said with a nod, ignoring her stallion’s comment. “Um,” Fluttershy turned and looked back at Cheerilee and Big Mac. “Is… is that okay with you two? I’ll talk to Rainbow in the kitchen.”

The hard expressions on the two earth ponies’ faces softened considerably, and for some reason the look of affection that replaced their anger surprised Rainbow far more than it should have. It wasn’t that she wasn’t used to ponies looking at Fluttershy with sympathy—all too often, it seemed that there was only two default modes which ponies approached her friend. They either pitied her, or wanted to shove her in the mud. But what did surprise Rainbow was the raw expression of love in their faces; they obviously cared for Fluttershy, and their relationship had obviously progressed far more Rainbow had realized.

Which only made her feel more guilty, for not keeping up with Fluttershy’s life.

“Of course, Fluttershy,” Cheerilee said softly, waving her hoof in a shooing motion. “We’ll wait for you.”

“Oh no!” Fluttershy gasped, “Don’t do that! Don’t wait for me!”

“But we want to, my butterfly,” Rainbow was glad her stallion hadn’t taken to calling her his little cloud or something. Or maybe it was just the shock of hearing Big Mac say it.

Fluttershy blushed and smiled back at the rest of her herd, before carefully pulling the door closed and leading down to the ground where the kitchen was. She didn’t light any of the hallway lanterns, apparently feeling more than secure walking around her own home in the dark, but as soon as Rainbow Dash figured she could get away with it, she took flight and hovered behind her friend until she could see where she was putting her hooves.

Once they reached the kitchen, Fluttershy turned the gas up on a couple of low-burning lanterns to provide them light enough to see by, before settling down behind one of the chairs around her kitchen table. Compared to her own kitchen, Rainbow supposed Fluttershy’s was bigger, but most of the room was taken up by food dishes and supplies for her animals. Rainbow settled in next to her, rather than across from her, and gave Fluttershy another hug, trying to convey how much she truly cared for the mare into it.

“Would you like something to drink?” Fluttershy offered, gesturing towards the kettle over the hearth. Rainbow did feel more than a little bit thirsty, but, at the same time, she knew it would take a while to heat the kettle up, not to mention start a fire, and she was getting the feeling that the sooner she left, the better.

“No, thanks.” Rainbow bit her lip, “you didn’t happen to see my saddlebags up there, before you came down?”

“Your saddlebags? Oh… oh dear,” Fluttershy looked embarrassed. “That must have been what Cheerilee was throwing out the window. I’m sorry, Dashie.”

“Heh, no big,” the only thing of value in the bag was a picture of Lero and her and the herd, and she hoped it hadn’t got smashed. Not that she didn’t deserve it. The thought of her herd made Rainbow sigh with frustration again.

“So, um, what did you want to talk about?” Fluttershy prompted as Rainbow suddenly found herself slumped over in her seat.

“Twilight’s being a bitch,” Rainbow said bluntly with a shake of her head. “We had a fight. And Lyra.”

“Oh no! Was anypony hurt?”

Rainbow couldn’t help herself, she giggled slightly. “No, I mean, we had an argument.”

“I see,” Fluttershy bit her lip, and Rainbow wondered if she should just cut to the chase and continue. In her experience, Fluttershy would rather wait for her to speak first, and tended to take a while to prompt a conversation. So she was a bit surprised when Fluttershy brushed a stray strand of hair out of her face and continued less than a second later. “What did you fight about, um, if you don’t mind me asking?”

“Err… Twilight and Lyra want to expand the herd. Look for another stallion,” Rainbow explained with a shake of her head. She still couldn’t believe it. “Twilight says there’s no way she can make Lero, um, you know… what’s the word…?”

“Interfertile?” Fluttershy suggested, and Rainbow was forcefully reminded that her friend wasn’t just shy, she was also a veterinarian. Suddenly, Rainbow wondered if she ought to be calling Fluttershy ‘doctor’. “So they can have foals?”

“That’s right.”

“Oh, how wonderful!” Fluttershy gushed, “I always thought you’d be a great mom! And Twilight’s so good with Spike…”

“Wonderful…?” Rainbow forced herself to bit back a sharp reply— it wasn’t Fluttershy’s fault and she had caused her friend enough pain already that night. “It’s not wonderful!” Her voice was still a little bit angry, but hopefully Flutters wouldn’t assume it was directed at her.

“It’s not?” Fluttershy looked puzzled.

“No! Don’t you see, they’re betraying Lero! Not to mention they decided I wasn’t fit to lead the herd anymore.”

“Oh Dashie, I’m sorry,” Fluttershy’s voice was full of genuine sympathy as she wrapped her wing around Rainbow’s barrel. “But you always said you didn’t like being leadmare anyway…”

“That’s not the point!” Rainbow snapped, despite her best efforts. Fluttershy reacted predictably, and Rainbow felt another wave of guilt wash up over her. “I mean… I guess you’re right. Less paperwork, I guess,” Twilight would probably just love managing the herd’s bank accounts and handing out allowances. “I just never thought…”

“Why do you think they’re betraying Lero, Dashie?” Fluttershy pressed ahead, ignoring Rainbow’s feeble half-hearted statements. “I mean, herds are supposed to expand, you know that. I know it’s just been you and Lero and Twilight and Lyra for a while, but…”

“It’s just,’ Rainbow struggled to put her thoughts into order. “It’s just that, Lero doesn’t have anypony else. It’s just me and the girls. What if Twilight and Lyra decide that they don’t want to be with Lero anymore, when they meet some stallion?”

“He’d still have you, wouldn’t he?” Fluttershy said gently, leaning against Rainbow.

“Of course he would!” Rainbow shook her head. What a silly question. “But it would still hurt him, I know it would.” Rainbow dragged her hoof against the surface of the table. “But what if he doesn’t want me anymore, if he thinks I’m with some other stallion?”

Rainbow flinched as Fluttershy booped her on the nose with her hoof. “That’s the silliest thing I’ve heard all evening, Dashie! Lero loves you, and he loves the girls, and the girls love you and Lero back. If Cheerilee added another mare, I wouldn’t think Big Mac or Cheerilee loved me less!”

“Lero isn’t a stallion, though, Fluttershy!” Rainbow said, feeling very tired all of a sudden. “He’s a human, you know what it’s like back on Earth…”

“Um, I suppose that’s true,” Fluttershy admitted, biting her lip. “But he has tried to fit inasmuch as he could.”

All she could do was shake her head.

“This is really something you need to talk to Lero about, and your herd, Dashie.” Fluttershy said softly, ever so subtly glancing up at the ceiling where her herd was waiting for her.

“Twilight wanted to discuss it with us mares first,” Rainbow said, feeling all the more disgusted. “I don’t think she even wants to ask what Lero thinks.”

“Well, um, maybe she’s worried what she’ll hear?” Fluttershy yawned and tried to stifle it before it really grew into anything. “I mean, maybe she’s worried about the same sorts of stuff you are.”

“If she’s worried about Lero, why did she bring it up then? It was her idea, she’s the one who pressed it!” Rainbow snarled.

Rainbow got to her hooves and started to pace, causing her friend to look slightly alarmed. She didn’t mean to upset Fluttershy by walking around with her wings flexing and her tail whipping, but what else could she do? Staying still, in one spot just wasn’t working for her. The anger she had felt earlier was slowly returning, in spite of talking to her best friend.

Fluttershy bit her lip and looked indecisive, and maybe a little bit frightened, and Rainbow did her best to fold her wings back against her barrel and calm down a bit more.

“Look, I was hoping you might let me borrow a couch to crash on, at least for tonight,” Rainbow said, since she didn’t seem to be getting anywhere explaining the situation to her friend. She wanted a sympathetic ear to listen to her, of course, but mostly she had shown up in the hope she could have someplace to stay.

“Oh,” Fluttershy sounded reluctant, and Rainbow’s heart sank a bit. “I’m not, um, sure that’s the best idea, Dashie.”

“Okay,” Rainbow crushed a new sense of anger that arose in her before she could snap at her friend. It wasn’t like she was asking a lot, but Rainbow could only assume that was just too bucking much apparently.

“It’s just… um, Cheerilee wanted us to, uh, spend the weekend together… a-alone. Y-you, y-you know.” Fluttershy’s face retreated behind her curtain of a mane.

“Oh, right,” Rainbow felt like kicking herself. Of course they wouldn’t want her there… It wasn’t like she hadn’t intruded enough already. Whatever frustration she felt with Fluttershy evaporated like dew; if anypony deserved to spend some quality time with her herd, it was Fluttershy. “I… guess I’ll have to see if there’s a room in the Inn. Or something.”

“Have… have you considered, um, going to Cloudsdale?” Fluttershy asked, peeking out cautiously. “And, v-visiting your parent herd?”

Rainbow was so surprised that Fluttershy, of all ponies, had brought up her birthherd—when she knew full well what sort of touchy topic that was—that she forgot to be angry or pissed off that it had been brought up.

“I haven’t talked to them in years,” Rainbow said flatly.

“I-I know, but, uh, you need to talk to ponies who’ve got experience with, um, herding. I think.” Fluttershy said, “and your parents—”

“My folks hate me, Fluttershy, you know that.”

“N-no! No they don’t!” Fluttershy actually hopped out of her seat and half stepped towards her. “They love you, Rainbow, I know they do.”

It took all of Rainbow’s willpower not to snort dismissively. Fluttershy had always thought the best of everypony, she was just that sort of filly. But Rainbow knew full well her so-called birth herd didn’t care for her, the child of a disgraced mare and some stranger—or so her siblings had always told her. She hadn’t spoken to them since before she had moved to Ponyville, and certainly not since she had started courting Lero. If they hadn’t disowned her before, they would have by now.

Fluttershy pawed the floor with her hoof, not meeting Rainbow’s eyes. “I… you could at least talk to your mom.”

That was true, her mother had always been there for her—although part of Rainbow wondered if that wasn’t because she had nopony else to look after, or who would look after her. She hadn’t seen her in ages, either… and suddenly Rainbow wished she had written more.

“I guess.” Rainbow ran her hoof through her mane, and wondered how quickly she could get to Cloudsdale. Could she do it in a night?

Who was she kidding, she was Rainbow bucking Dash! Of course she could!

“Thanks for the advice, Flutters, and, uh, sorry about…” Rainbow blushed and let her voice trail off, suddenly feeling awkward again. “You know…”

“It’s okay Dashie, you’re not the first of my friends to walk in on… um… me,” Rainbow’s blush was nothing compared to Fluttershy’s, who had long since mastered the art of being totally embarassed.

“Really?” Rainbow almost sat back down and wondered if she could get Flutters to tell her the story—it ought to be worth a laugh or two, and Rainbow felt she could used a few laughs right about now.

“Oh yes, Angel can be… uh, quite…” Fluttershy blushed harder, and looked away while Rainbow rolled her eyes. Then Rainbow hugged her.

“Thanks for everything, Flutters, if Lero comes by, tell him I’ve gone to Cloudsdale and everything is going to be fine, okay?” Rainbow asked as she buried her muzzle in Fluttershy’s mane. Her mane was normally scented lightly with the smell of strawberries, but tonight it smelled a bit more like AJ’s mane.

Rainbow tried not to think too hard on that one—last thing she needed was distractions while she was trying to fly.

“Okay, Dashie. I hope your trip goes okay,” Fluttershy smiled in her small little way. “And I hope everything works out with your herd. They love you. And say hi to your mom for me, please.”

“Yeah yeah,” Rainbow shook her head and tried to keep her voice light as she trotted to the door, undid the locks and glanced around to see if she could spot her saddlebags on the grass. “See ya, Flutters. Have fun now!” Then, for the second time that night, Rainbow launched herself into the night air.

At least now she knew where she was going.

**

Despite her speed, by the time Rainbow had made it to the outer layers of Cloudsdale, it was already well past sunrise, which was something of a disappointment to her. Twilight could have Canterlot, and Applejack could gush all she wanted about her orchard, there was just nothing—nothing!—quite like Cloudsdale at dawn.

Cloudsdale was beautiful in its own right; every building was crafted from the finest clouds Pegasi could create, and there was no simple utilitarianism with any of it. Everything was functional whether it was to house sick ponies or simply serve as a roost, but all of them were works of art. Pegasi might be better known for their violent past, but they had always been artists without peer as well, and that was one tradition they were more than proud to carry on into the modern day. Even Rainbow Dash tried to make her home as beautiful as possible, although she’d deny it if anypony asked about it.

But Cloudsdale, at dawn, was something else altogether. Because of their altitude and the fact that nearly everything was made out of clouds, the clouds tended to grow slightly with every evening. The extra cloudstuff, cloud frost, was delicate and easily broken, and as the sun rose and warmed the clouds, it tended to burn off like dew. It shrunk the clouds back to their normal size, of course, but it always had the effect of filling the air with thousands of tiny little rainbows—not true ones, but refractions of light. For about an hour after dawn, it was like living in a multihued dream.

Rainbow would like to bring Lero here, and show him the beauty of her hometown, but it just wasn’t possible. It had been difficult enough to get her friends up to the city in the sky, and they had very nearly lost Rarity. That wasn’t a risk Rainbow would ever want to repeat, certainly not with somepony—someone—as important to her as her stallion. Maybe she could take pictures.

Of course, the other problem was that Cloudsdale so rarely got visitors, most of the pegasi tended to be a bit skittish around ponies who were different. Ponyville had never seen a zebra before Zecora, but Rainbow doubted most of them had ever seen an earth pony before her friends visited for the young flyer competition. Her stallion had enough trouble fitting in at home, there was no point in upsetting him more so by bringing him here.

Rainbow took a few minutes to rest on a cloud at the very edge of the city, and caught her breath. While she had, theoretically, had a great deal of time to think on the way to Cloudsdale, she had put most of her thoughts out of her mind, and she hadn’t really thought of what to say to her mother.

It had been so long since she had seen her, and there was little doubt in her mind that the reunion was going to be an awkward one. It didn’t help that Rainbow hadn’t really kept in touch these long years, and she had no idea if her mother was still living alone. Perhaps she had found somepony—she deserved it. Either way, Rainbow was going to knock this time.

Still, how was she going to explain her absence for so long? It wasn’t that she didn’t care for her mother, she still sent her letters and received them back, but to say that neither of them were eggheads would be something of an understatement. Rainbow could never remember her cracking a book open, except for when she had read to her as a filly, and both their letters tended to be short, to the point, and void of extra information or flavour.

Of course, that wouldn’t really explain why she hadn’t visited her that one time she had been in town, but if Rainbow was going to be truthful with herself, that had more to do with her friends than anything. Other than Fluttershy, none of them knew of her family, not even Twilight or Lyra, and she had only divulged the barest of facts to Lero when he had asked. She didn’t talk about her mother, or her birthherd, and she wasn’t about to explain to her friends why her mother had raised her alone on a merger salary at the Weather Factory.

Once she was sure that she wasn’t going to fall out of the sky—or worse, end up on her mother’s doorstep trying to catch her breath—Rainbow Dash took to the skies again. Flying in Cloudsdale was different too, mostly because she was used to being the only pegasi in the air in Ponyville, and even Rainbow would admit that she had a tendency to crash into ponies if she wasn’t careful. So she made sure to pay extra attention to her surroundings as she flew up vertical thermal streets and across cloudscapes.

Finally, she was home.

Because clouds tended to be a very cheap building material, and because of the difficulty in selling homes to a tribe of ponies who could literally clap their hooves together and make a bed out of excess moisture in the air, Rainbow’s mom had her own house. It was a small house of course, only really room for her and her mother and maybe another pony. The herd-stead was far larger, although Rainbow had stopped visiting it voluntarily when she had grown smart enough to realize that her so-called herd siblings were badmouthing her mother. And her.

For the life of her, though, she couldn’t remember it being this small. It made her slightly uneasy to realize that the house she had built in Ponyville—the one she had before moving in with Lero and forming a herd—was bigger than her mother’s. Perhaps she should have invited her mom to move in with her, or something.

She landed easily and lightly, and knocked on the door before her mind had time to raise objections or worries and cause her to stall out. If she was nervous, the best thing she could do was to dive headlong into it and just not give herself the time to be nervous!

The plan came apart rather quickly when no pony answered the door. Not on the first knock. Not on the second knock, and not on the third knock. Rainbow pounded the door for the fourth time, all the while wondering if her mother was even home. It was, after all, midmorning, and her mother might well be at work, doing overtime or something similar.

It made her guilty, thinking about how much her mother had worked overtime when Rainbow was a foal.

Rainbow was just about to turn away, the the door finally opened to reveal a very bedraggled looking mare. Her coat was a pale sort of blue that bordered on being completely white, and her mane was multi-toned streak of reds. She was yawning as she opened the door, so it took her a moment to look Rainbow in the face. To say that she was surprised, was a bit of an understatement. Her eyes grew wide with shock, and she almost took a half-step back as her wings flared out.

“Hi mom,” Rainbow said gently with a shy smile on her face. Obviously she had been sleeping in.

“R-Rainbow?” Her Mother’s look of astonishment quickly transformed into a look of glee. “RAINBOW!” Before Rainbow could react, her mother grabbed her by her shoulders and pulled her into the fierce sort of hug that only a mother could give her filly.

“Hi mom,” Rainbow repeated herself as she returned the hug just as warmly. She had forgotten what it was like, and she can’t believe she hadn’t returned sooner. “How’s life?”

“Come in! Come in!” Rainbow’s mother released her and stepped aside to welcome her into the den. It hadn’t changed that much since Rainbow had left, indeed, it looked almost as if it was barely used. But she supposed her mother didn’t really have much use for boardgames and, unless something had changed, she didn’t exactly have that many friends to entertain either. Which only made Rainbow feel a bit more guilty. “I haven’t had anything to eat yet, do you want something?”

That was a no-brainer, given she hadn’t eaten since she had left home. “Yeah, that would be awesome!”

“Not my cooking, dear, but it’s the thought that counts,” Her mom said with a self-deprecating laugh as she led Rainbow to the kitchen.

Unlike the den, it was obvious that the kitchen still saw regular use, if only from the piles of unwashed dishes and pans that had been left out, waiting for some lazy afternoon to get cleaned. From the amount of them, it probably would have been today, and her mother blushed rather deeply as she rushed around throwing the dishes in the sink. As if she was some guest or something.

“I’ll do that, Mom,” It wasn’t that Rainbow had flown all the way to help her mom with her housework—Celestia knew, as did the rest of her herd—how much she hated house work. But… it felt good, for some reason, to just help her out. “Did I wake you?”

“Mhmm, time for me to haul my flank out of bed anyway,” Her mom said with a snort. She watched Rainbow attack the mess for a moment before pulling out a pan and the ingredients for an omelet. It was almost like old times, although Rainbow couldn’t help but notice, as she flew over to the cabinet to put some of the clean dishes away, that one thing that had certainly changed about the kitchen was the fact that the fridge and the cabinets were covered in newspaper clippings, almost all of them of her or her friends doing stuff.

Rainbow had never really followed the news, and while she wasn’t surprised to find articles mentioning how they defeated Nightmare Moon or Discord, it was a bit of a surprise how many times Rarity had given interviews and mentioned her, or how many articles about their personal lives there were. Nothing was particularly yellow, of course, but it was still a bit embarrassing.

As discomforting as it was, Rainbow could almost feel the unasked questions start to make the air between them tense, although her mom never stopped her happy little humming or smiling at her everytime Rainbow glanced her way.

“So, uh, how’ve you been,” Rainbow forced herself to ask. Normally she wouldn’t mind being the one to strike up a conversation, but this was getting more awkward by the minute.

“Same old, same old,” her mother said dismissively, before grabbing two plates and setting them on the counter beside the stove. “Can’t complain.”

“Still working at the Weather Factory?” Rainbow felt an involuntary chuckle arise in her. She had come all this way to talk about the weather with her mom.

“Yup, got a promotion too, just the other week.” Her mom dropped the plate in front of Rainbow. Despite what she said, Rainbow didn’t think anypony made an omelette like her mom—they were the best. “Cadmium Dash, Assistant Underdirector for Subarctic and Transoceanic Wild Weather Systems.”

“Wow,” Rainbow grinned, “Congratulations! What do you do?”

“Darned if I know, they give me more money but I seem to be doing all the same paperwork,” Cadmium said with an eyeroll and shrug. “No where near as exciting as the stuff you’ve gotten up to.” She added as she waved airly to the newspaper clippings that papered the walls.

“Uh.. hehheh, yeah, I guess,” Rainbow blushed and buried herself in the food. “It’s quiet, really, most of the time.”

“Mhmm,” Cadmium frowned herself, although Rainbow only saw it out of the corner of her eye. Obviously she owed her mom a bit more than that.

“Mom, I’m sorry.” Rainbow apologized, “I didn’t mean to… you know… uh…”

“Cut me out of your life? Forget about me?” Cadmium’s voice was light, but Rainbow could tell there was more than a little bit of hurt in it.

“I didn’t mean to, and I never forgot about you!” Rainbow exclaimed. “I just… I just…”

“It’s okay, Rainbow, I understand. I think every filly is embarrassed by their mother.” Cadmium forced a smile as she patted Rainbow’s fetlock. “And it’s not like you haven’t been writing.”

There was a pause.

“How’s Bellerophon?” Cadmium asked with a smile. Rainbow had never discussed her relationship with Lero face to face with her mother, although she had explained it to her in a letter. It had probably been the longest letter Rainbow had ever written, and looking back on it, probably more of her gushing about Lero, than anything substantial. Still, there was no hint of reproach on her mother’s face, which Rainbow took to be a good sign.

“He’s great, as always,” Rainbow felt a goofy little smile creep onto her face, and try as she might, she couldn’t quite get it off. “I wish I could bring him here, show him Cloudsdale, but, well, he’s as helpless as an Earth Pony with all these clouds.”

“Bit strange looking, these humans,” Cadmium said causally, and Rainbow felt herself tense up. Here it comes, here’s her mother to tell her she shouldn’t be in love with Lero… “I never took you for the sort to go for a stallion with face hair.”

“I—” Rainbow’s intended defense of her stallion died on her lips. Of all the criticisms she had expected, this wasn’t one of them. “What?”

“His face, dear, his face! I don’t think I’ve seen such a bushy beard,” Cadmium said, gesturing vaguely to her own face and making it look like Lero had enough hair to be a unicorn mage. “Doesn’t it get all scratchy when he goes down—”

“MOM!” Rainbow could feel her cheeks burning, even if she couldn’t help but smile a little bit.

“Oh Rainbow, you’re too easy!” Cadmium smirked and stuck her tongue out at Rainbow.

It felt good to laugh with her mom again.

“And speaking of which,” Cadmium said as they got their giggles under control. “I was more than a bit surprised to hear you’ve added a bunch of mares to the herd!”

“Why?” Rainbow asked as she shoveled another forkful of omelett into her mouth.

Cadmium looked askance at her.

“Oh, right,” Rainbow shuffled in her seat. She had told her mother that she just wasn’t into fillies years ago, around the time mother had started asked her why she wasn’t out with her peers dating or similar. “It’s different, with them… uh… and Lero likes them, so…”

“Mhmm,” Cadmium murmured knowingly. “Honestly, for a while, I was starting to think you’d never let another mare near your—”

Rainbow cut her off with a glare. Her mother gave her a cheeky smirk.

“What about you, mom? Got anypony special in your life now?” Rainbow asked, hoping to get her off her case.

“Well, you know, a few mares here and there. I was dating a lovely herd the other month… Bifrost has been asking around too.” Cadmium added the last part casually, perhaps hoping Rainbow wouldn’t pick up on it.

“Mom! You can’t go back to that herd!” Rainbow said, feeling more than a bit angry. Bifrost was—or at least, the last Rainbow had heard—Rainbow’s birthherd’s stallion. The same herd that had kicked Cadmium—and her—out.

“I didn’t say I was,” Cadmium shook her head. “Just that he’s been… nice. He’s always been nice, you know that.”

‘Mom… they’re scumbags, you don’t need them.” Rainbow grunted and stabbed her food with unnecessary force. Felt good though.

Cadmium didn’t say anything. Part of Rainbow suspected that her mother still had feelings for the herd, despite everything they had put her through. How could her mom be so utterly thick, or loyal to a bunch of ponies who weren’t loyal back.

“So, I see Twilight’s become a Princess.” Cadmium said finally, before the silence between them could get too thick and heavy. “That must have been exciting.”

“I guess,” Rainbow sighed despondently as she poked the last remains of her meal.

“Right,” Cadmium paused and seemed thoughtful, before continuing. “So, what brings my little filly home at this hour?”

“I can’t visit my mom without reason?” Rainbow teased, as she tried to avoid the question. She didn’t really want to talk about it anymore. She just wanted to forget.

Cadmium gave her a look that said ‘I know you better than that.’

“Fine fine, if you must know, I got into a fight with my herd,” Rainbow muttered finally. “Happy?”

“No! Of course not!” Cadmium sounded shocked and she trotted around the table before wrapping Rainbow into a big, warm wing hug. “What happened? Tell me everything.”

“I just… I…” Rainbow bit her lip. “We’ve been wanting to have foals, for a while now—well, Twilight and Lyra at least, I’m waiting—but Lero isn’t…”

“Right,” Cadmium said with a nod that Rainbow felt rather than saw.

“Twilight’s been trying to figure it out for a while now, but she comes to us last night, and says it can’t be done,” Rainbow swallowed and let out a long sigh. “And that she wanted to add another stallion to the herd, so we could have foals.”

“Okay,” Cadmium sounded a bit puzzled, much like Fluttershy had. “And…” Cadmium’s voice trailed off; Rainbow could almost hear the gears grinding away in her head. “You three can’t decide who to court?”

“What? No! I said no!” Rainbow snapped and pulled away slightly. She paced around the kitchen flexing her wings, trying to get the cramps out of them as her mother watched with a bemused expression on her face.

“Really? After all that porn I found under your bed, I’d think you’d want another male in your herd.” Cadmium shook her head.

“I don’t need another stallion, I have Lero!” Rainbow’s tail flicked with frustration and anger. How could her mother make light of this? “He’s not a pony, mom, he’s going to be hurt by this!”

“Have you actually asked him, if he would?” Cadmium asked gently, making Rainbow’s angry canter falter midstep. “I mean, he said he’s monogamous, but he’s obviously okay with Lyra and Twilight in your herd…”

“I… I don’t— how the hell do you know Lero’s monogamous?” Rainbow asked, glancing at her mother.

Her mother shrugged, “Since you never visit, I’m afraid I’ve had to take up book reading to know what’s going on with you and that little town of yours, my little rainbow.”

“Seriously?”

“Very seriously.”

“Well, Twilight never asked him, she wanted to talk to us mares first,” Rainbow drew a circle in the cloud floor with her hoof.

“That’s not an unusual request—I know when I was in your birth herd, we mares would meet all the time to discuss things,” Cadmium said with a shrug as she played with her fork. “I mean, it’s not like stallions really understand mare issues.”

“What does that mean?” Rainbow’s wings twitched in irritation. She hadn’t forgotten that much of Equestria wasn’t as forward thinking as Ponyville, but it was still frustrating to hear coming out of her mother’s mouth.

“Oh, Rainbow,” Cadmium chuckled and shook her head. “Do you really think Lero—or any stallion—could understand what it’s like to go into season? Or decide to bare a foal? And let’s not discuss birth—”

“That doesn’t mean you should exclude them!” Rainbow snorted heavily and accidentally dented the cloud floor with her hoof. “Besides, expanding the herd isn’t something a pony—mare or stallion—should discuss behind the backs of the others!”

“I… suppose,” Cadmium bit her lip and didn’t look convinced at all.

Rainbow couldn’t help but feel a surge of anger. Oh no, of course her mother wouldn’t understand the problem. Why did she expect her to?

“I don’t know why I thought you, of all ponies, would be good to talk to about this,” as soon as the words left her mouth, Rainbow wanted to take them back. She didn’t mean to say that to her mother, she shouldn’t even be thinking like that at all. What was wrong with her?

Cadmium’s face fell, and for a horrifying moment, as she looked away, Rainbow thought her mother was going to burst into tears. However, her mother surprised her by taking a deep, steadying breath, slowly meeting Rainbow’s eyes. There was hurt there, and Rainbow froze. “What do you mean by that, Rainbow?”

“I… I didn’t mean—it’s just that—” Rainbow flinched again and tried to refrain from hitting herself. It seemed she just couldn’t help herself. “You got kicked out of the herd for sleeping around, Mom. You’re not exactly the most loyal pony out there.”

“I see,” Cadmium said with the barest touch of coldness in her voice. “I didn’t realize you had taken those… stories… to heart, Rainbow.”

“I…”

“Is that what you think of me, Rainbow? That your mother is some sort of slut?”

“I-I-I don’t know what to think!” Rainbow exclaimed, her frustration with her inability to have a conversation with somepony without hurting them boiling to the surface. “Everypony tells me what’s what happened, and that’s why you got kicked out…”

“So, everypony says it, it must be true?” Cadmium wiped her eye with the back of her fetlock. “Is that it?”

Rainbow kicked her hooves out, more in frustration with herself than anything else, and let out a long sigh. “I’m sorry, mom, I didn’t mean— I’m sorry. I mean it.”

“It’s okay Rainbow, I forgive you.” Cadmium got up out of her seat and trotted over to hug Rainbow warmly. Rainbow just hoped she really did forgive her, she hated hurting her mother. “I can’t say I’m proud what some of the things I did back then, but I never meant to hurt you—or my herd.”

“Mom, who’s my father?” Rainbow blurted out suddenly, before blushing and pulling away. “I… er…”

“Your father? Bifrost.” Cadmium said promptly with a shake of her head. “I wish you two spent more time together.”

“B-Bifrost?” Rainbow frowned. She had always been under the impression that her father had been some Earth Pony her mother had picked up one day. “But…”

“Rainbow, please—give me a little credit.” Cadmium rolled her eyes. “I always made sure I was with my herd’s stallions when the need arose.”

“Then why did we get kicked out of the herd?” Rainbow felt herself ask. In retrospect, it made a lot of sense that Bifrost was her father—both of them had the same sort of rainbow mane that Rainbow had always been so proud of. And, of all the members of her birthherd, Bifrost had always tried to be the most friendly and closest to her… Rainbow closed her eyes and sighed heavily. What must he think of her now…

“It… was complicated, Rainbow. It’s true I was a bit freer with my affections that I should have been, I guess,” Cadmium let out a heavy, barely controlled sigh. “But there was also a lot of friction in the herd too. We didn’t all get along, and sometimes I think it was just easier for them to boot me out.”

“Oh.” Rainbow rubbed the side of her head. And she thought her herd had problems, yikes! As angry as she was with Twilight—and Lyra—Rainbow couldn’t imagine kicking them out of the herd. Not that it was up to her anymore, as it happened, but still. “So… what do you think I should do about this fight?”

“If it really bothers you, you could always ask Lero directly,” Cadmium points out. “I know you’re not happy Twilight brought it up behind his back, but it’s not like you’ve done anything as of yet, right?”

“I… suppose,” Rainbow agreed reluctantly. Maybe the first thing she ought to have done was to have woken Lero up, rather than losing her cool over him not being there. But they had discussed things before without Lero being in the room. Rainbow just… never saw them as nearly as important, she guessed.

“You might also want to apologize to your herd,” Cadmium continued.

“Apologize? For what?” Rainbow snapped, glaring at her mother.

“Do they know where you are? From the early hour and the fact that you had a fight, I’m assuming you stormed out of the house and didn’t tell anypony where you were off too.”

“Uh,” Rainbow’s wings twitched uneasily. “I guess…”

“They’re probably worried sick. Not to mention your stallion.” Cadmium added, making Rainbow squirm in her seat a bit.

“I told Fluttershy to, uh, tell Lero...if he asked…” Rainbow rubbed her eyes.

“Mhmm,” Cadmium murmured. “I take it you’ll be flying back tomorrow?”

Rainbow really hadn’t considered her plans post getting to Cloudsdale and talking to her mother. She really needed to think these things through more often. Experimentally, Rainbow flexed her wings to their full length, only to wince as muscle cramps sprang into existence up and down the limbs. Even she had limits, apparently. “I guess so.”

“Okay, well, I’ll go throw something on the guest—your bed, if you want to lay down now. Unless you have other plans while you’re in town?” Her mother was already on her hooves, heading down the hall towards the linen closet.

“We could, uh, go shopping?” Rainbow suggested. She felt tired, it was true, but laying down now just seemed… strange. There was a certain amount of energy in her, which she usually expended on bashing clouds apart before napping.

“Sure,” Cadmium’s voice was muffled slightly, presumably by the bedsheets and such. Why her mother bothered with them, Rainbow had no idea—she’d just kick them off anyway, as she had always prefered the bare texture of a cloud. “If you’re still looking for advice, though, you should go visit the herd.”

“Ugh, no thank you,” Rainbow shook her head vigorously, and wondered why everypony wanted her go and see those ponies.

“Just think about it, Rainbow. Please?” Cadmium stuck her head back into the kitchen with a sad, hopeful little smile on her muzzle. “For me?”

“I’ll think about it…” Rainbow said reluctantly, but putting on a brave face a small smile of her own. “Is that Sports Memorabilia shop still open?” Despite their fame, even in Ponyville and Canterlot, it wasn’t always easy to get everything Rainbow would want related to the Wonderbolts. She could always use another ball-cap or bobble-head.

“The Eighty Eight Miles per Hour place?” Cadmium snorted and shook her head. “Absolutely. Although, I don’t want to spend all day in it like when you were a filly. I swear, if they sold junk food, you would have never left it!”

“You always say that,” Rainbow laughed. That had been years ago, when she had finally started earning a little cash on the side, doing minor cloud shaping after school in the Weather Factory. Looking back on it, it was more than a little bit embarrassing to think how much money she wasted, in those days when she was young and money seemed so easy to come by. “Well, where would you like to go? Someplace nice to eat?”

Cadmium’s grin grew slightly sinister looking, and Rainbow knew her mother was up to no good. “Oh, I’ve got the perfect place in mind, my dear…”

**

“Um…” There seemed to be little else for Rainbow to say, although ‘help’ or ‘I’m outta here’ sprang to mind. She loved her mother, she really did, but sometimes shes suspected the mare just liked to torment her for her own pleasure.

“Well, what about this one?” Cadmium lifted a second garment up to Rainbow’s nose with the tip of her wing. It was obviously designed as a full body piece, and just as obviously, it wasn’t made of too much fabric. “You have to pick something.”

“I… do?” Rainbow asked, feeling at a loss. “Mom, I don’t even have that many bits with me.” That was true enough—she hadn’t really taken a great deal with her, so most of her money was still in Ponyville.

“Honey, you’ve used that line about six times already,” Cadmium shook her head, but at least she lowered her wing and replaced it on the rack. “I’ve already said I’ll pay. Think of it as a birthday present from me.”

“I don’t think most moms take their fillies out to the lingerie store, mom,” Rainbow took half a step back and let her eyes wander around the interior of The Pleasurable Pegasus Palace. It wasn’t that she was exactly a newbie at this sort of stuff; Rarity had a number of similar items for sale in her store, although she kept them mostly locked away unless somepony requested them. Hay, she even owned a few choice items—mostly for her herd’s benefit, for Lero—and, naturally, she owned a cooler. Yet there seemed to be something especially awkward about shopping at such a place with her mom.

Probably because she was at a sex shop with her mom.

It wasn’t the first time she had been to the shop; when she was old enough, her mother had brought her to get her a ‘trainer’ cooler, an experience that Rainbow still found incredibly embarrassing years later. The only reason she was here now was because her mother had insisted she’d need something to apologize to Lero with, and since the human didn’t like flowers, ‘this was the only option’. Now, Rainbow was wondering if she couldn’t just get him a box of chocolates or something. Probably not—Lero always said Equestrian chocolate tasted weird.

“This is cute,” Cadmium said as she pulled another garment off the rack. This one seemed to be nothing but straps and plant leather. Rainbow had difficulty figuring out how it was supposed to work, since it would probably pin a pegasus’s wings to her side, if she wore it. Although, maybe that was the intention… “I might just buy this for myself, mmm.”

“Uh, yeah…”

“Rainbow, dear, at least look. I’m sure there’s something here that’ll catch your eye,” Cadmium peaked out from behind the rack with a smirk on her face. “Or, at least something that’ll catch your herd’s eyes, yes? You must have some idea what they like.”

“I guess,” Rainbow huffed and gingerly pulled something from the rack with her wing tip. It looked liked a fairly standard saddle, but the extra straps, from what Rainbow could tell, would prevent a mare’s tail from really lowering, keeping it up and out of the way so she couldn’t hide anything… Rainbow blushed and put it back and moved on, away from her mother.

Cadmium gave her some space, and once she was away from her, Rainbow found it easier—and strangely less traumatizing—to look through the array of clothing. Her mother was right, she did know what her herd liked, although she wasn’t going to buy something for them, only for Lero. Twilight and Lyra still owed her an apology—owed Lero an apology—and she wasn’t about to reward them until they came to their senses.

The dress that eventually caught Rainbow’s eye was a whole lot of lace and well placed straps, which were placed in ways she was sure both of them could enjoy, even if she wasn’t about to try it on in public. Dressing room or no, she wasn’t going to strap it on until she was back in the privacy of her own home. Hopefully it would fit, cause it’d be a bit of a trip to return it.

“Where do you want to go now?” Cadmium asked as they finally stepped out of the store together, and started walking in a random direction through the downtown. Here, unlike most of Cloudsdale, there were enough clouds that a pegasus could get around without flying—useful if you had a couple of bags full of goods. The small discrete bag Rainbow was carrying in her mouth was hardly enough to impede her flying, of course, although the number her mom was carrying might prove to be a challenge.

“We… could get something to eat?” Rainbow hated to suggest it, since her mother had already spent an extraordinary amount of bits on her already. Maybe she could buy the lunch, though.

“Err,” Cadmium hesitated, and glanced over at a nearby clock as they passed by it. “I suppose we could…”

“What’s the matter, mom? Got somewhere else to be?” Rainbow teased her mother gently with a smirk.

“Well, actually, I was planning on having lunch with Updraft,” Cadmium said, trying to sound casual and failing.

Rainbow’s eyes narrowed as she glared at her mother. Updraft was her birthherd’s leadmare, and to say that she had a strong will would be like saying that Celestia was tall compared to other ponies. It wasn’t wrong but it didn’t quite capture the true scope of it. When she made a decision, she expected the herd to follow it—at least, that’s the impression Rainbow had always gotten when she had visited her birth herd. Perhaps that’s why she had always tried to be relatively loose in the way that she governed her herd—although in retrospect, that’s probably why Twilight hadn’t listened to her the one time she had put her hoof down. Still, Rainbow didn’t really want to rule over anypony, that just wasn’t her. Not really.

And that gave Rainbow good reason to feel both a bit skeptical, and a bit worried. She didn’t want her mother getting hurt by these ponies, not again.

“Mom,” Rainbow began cautiously, but her mother cut her off before she could say anymore.

“I know what you’re thinking, Rainbow,” Cadmium leaned over and nuzzled Rainbow’s cheek. “But I know what I’m doing—not to mention I’m the one who should be looking out for you, not the other way around, dear.”

“I…” Rainbow wanted to say something along the lines of ‘I wasn’t going to say that’ but her heart just wasn’t in the lie. “Mom, how serious is this thing anyway?” When her mother had mentioned Bifrost was sniffing around, Rainbow had just assumed it was something distant and unformed, with the potential for a relationship in the future. Yet, if her mother was meeting with the herd’s leadmare…

“I don’t know,” Cadmium said with a sigh. “I remember when I first courted the herd, everything was so easy and simple, but now I’ve got this…”

“History with them,” Rainbow shook her head. This was a bad idea, surely her mother could see that? Maybe she couldn’t, not if she still had feelings for them.

“Right,” Cadmium chuckled and ruffled Rainbow’s mane with her wing tip. “But I’m a big filly, I can handle it.”

“I know you will,” Rainbow smiled.

“Do you want to come along?” Cadmium asked, with a hint of curiosity in her voice—and hopefulness. Rainbow suddenly wondered if her fame had allowed her mother to reconnect with the herd. Between saving Equestria several times and Lero—and now Twilight—Rainbow was a minor celebrity in some respects, and she could only assume that if her birthherd could claim her as a legitimate daughter again, it might somehow boost their own prestige.

On the other hoof, her mom might just want her there for support.

“I’d rather not,” Rainbow said with a shrug. Most of her memories of Updraft involved Rainbow rebelling against the mare, in the small ways that she could. Now that she was full grown, Rainbow could only assume she’d end up getting in a fight with the mare. “Besides,” Rainbow added as she stretched out her neck and plucked the bags her mother was carrying out of her grasp. “Somepony needs to deliver these home, yeah?”

“Good idea,” Cadmium nodded and gave herself a quick look in the reflective service of a shop window. “How do I look?”

“You look fine,” Rainbow said, or at least, that’s what she tried to say. It came out rather mumbly and incoherent now that she had a mouth full of bag straps. And her mother complained she bought too much stuff from the sports store.

“I’ll see you at home then,” Cadmium gave her a quick hug, before flapping her wings and taking off to wherever she was supposed to meet Updraft.

Rainbow watched her go for a minute, before turning and trying to remember how to get back to her mother’s home. Part of her was ashamed to admit that, after so many years of living basically on the ground—by pegasus standards at least—navigating Cloudsdale was a bit confusing, even though she had grown up in the multi-layered city. Luckily, it wasn’t that hard, and after a couple of seconds, Rainbow flexed her wings, then flapped them hard to take off, heading in the opposite direction.

As far as trips went, Rainbow had a number of options as to how to get home, and since she doubted she’d be spending too much more time in Cloudsdale, it seemed to her that she ought to take advantage of her time there as much as possible. Clearly she should visit more—especially if her mother was going to jump back in bed with that herd—but it wouldn’t be easy getting away from her own herd. She had barely been gone twelve hours, and she was already starting to feel homesick. But being back in her hometown was making her realize how much she had missed Cloudsdale. So she was determined to see as much of the city as possible before arriving home.

Her flight pattern wasn’t exactly the most graceful thing, but it looped up and around various layers of the city, past her old schools, old haunts… so much had changed. Oh, it was still familiar, of course, but there were hundreds of tiny little things that had changed. For example, she couldn’t remember her old school having that cloud playset, and her favorite sundae bar had apparently expanded their menu at some point in recent years to include things like pizza… they weren’t recent changes, but it seemed no matter where she looked, she was playing catch up.

It made her feel out of place.

Finally, Rainbow’s wings decided they weren’t in the mood to continue with this nonsense anymore, and really started to ache. Even Rainbow had her limits, although she was always looking to improve them and push her limitations. After all, she’d never become a Wonderbolt if she didn’t. Still, a lifetime of flying accidents and crashes had taught her a smattering of wisdom, so as soon as she spotted somewhere to land, Rainbow dropped out of the sky and let her wings have a bit of rest.

As it happened, Rainbow had landed outside of one of the numerous cloud-parks that dotted the cloudscape. Unlike Ponyville, there wasn’t much in the way of trees or stuff like that, certainly no grass—stuff like that was too hard to grow up in the clouds. No, the main attraction was the large, open, cloud-covered space with different elevations. It was one of the few places in Cloudsdale that young, non-flight-capable pegasi could try out their wings without fear of plummeting to the ground. Thus, it wasn’t particularly surprising that there were a whole flock of little fillies and colts, running around playing whatever games they could think of while their parents kept a weather eye on them from the benches. Rainbow didn’t have any foals, obviously, but the benches were no less inviting.

She heaved a large, heavy sigh as she stretched her wings out and slowly rotated them through a series of exercises while her mind wandered. If her mom did get back with the herd, what would she do? Obviously her mother would want to move right in, so if Rainbow wanted to visit her, there would be no avoiding her birthherd. Would her mother expect her to forgive them? Forget how mean they were to her? Rainbow twitched her ears and started to focus on relaxing each muscle group in her wings, one by one, like Lyra had sorta taught her.

Whatever would happen, she’d have to be there for her mom. That much was certain.

With some considerable effort, Rainbow put the thoughts of her mother’s pending reunification with the herd out of her mind and idly watched the foals playing on the cloud. There was a mix of ages, some of them who had cutie marks, but many who didn’t. The games hadn’t changed much since she was a foal, really. Lots of running and shouting. Those who could fly were, trying to get their other, grounded friends to fly as well. Maybe it would be fun having foals… her mother always said it was rewarding, although how, Rainbow had no idea.

Slowly, though, the small smile on her face morphed into a frown as she spotted a familiar, but unwelcome sight; around the base of one of the circus hills, there was a small colt, surrounded by a number of other colts and fillies, who were obviously giving the young pony a hard time. He had been reading a book, and now he was trying to retrieve it. Unsuccessfully. Rainbow’s wings twitched with anger, and despite the fact that she wasn’t related to the colt at all, she was about ready to leap off the bench and give those little buckers a piece of her mind, when another pony jumped in, presumably a parent.

As the angry looking mare dealt with the bullies, Rainbow allowed herself to relax and sink back into her seat, but whatever pleasure she had gotten from watching the foals play was gone. All she could think of was how her foals might be treated. Rainbow knew full well that being different on the playground meant taking a lot of horseapples right to the face, especially if that difference wasn’t something positive, like being the first to get your cutie mark or the last to get it. She had seen it enough times with Fluttershy when the two of them had been fillies, and her friend had left the park in tears more times than Rainbow really felt comfortable remembering. She hated to sing her own praises, but Rainbow didn’t want to think what might have happened to Flutters if she hadn’t been there.

What if her foals ended up like that? The butt of teasing from gangs of mean-spirited little ponies? She knew from observation that Ponyville was not so different in that respect, although Scoots wouldn’t thank her if she tried to fight her battles for her. If her foal was fathered by Lero, would the others tease her or him? Or worse? Even if she didn’t look any different, it wouldn’t matter to those ponies, and Rainbow couldn’t protect her for the rest of her life.

Rainbow rubbed her hoof through her mane and heaved a heavy sigh. Now she was thinking like Twilight: all possibilities and things that hadn’t happened yet. Nevermind the fact that she’d probably never have a child, if what Twilight was saying was true. Was some small part of her imagining what it would be like, to have a normal—no, just a non-human—stallion in the herd? A twinge of guilt made her grimace. What was she supposed to do? Or think? Now it seemed part of her doubted it would be a good idea if she had Lero’s kid, even if they were compatible. Squeezing the side of her head, Rainbow wished the whole thing would just go away.

“If you don’t mind me saying, Miss, you’re far too pretty of a mare to be sitting alone looking glum.” Rainbow’s head jerked halfheartedly as she located the source of the voice: somehow, a stallion had managed to sneak up on her without her hearing his approach—although in fairness, she hadn’t really been paying attention.

“What do you want?” Rainbow snapped, causing the pegasus to flinch.

“I don’t want… I mean…” The grey stallion shrugged, and ran his hoof through his dusty yellow mane. “I was hoping I could sit here… if that’s okay with you?”

“I guess,” Rainbow shifted her bags and hips, although she didn’t really feel like sharing the bench—or conversation—with the stranger. He certainly seemed to be the sort to talk a lot.

The stallion settled in to the seat with a flap of his wings, perhaps laying a bit closer to Rainbow’s flank than was strictly proper, but Rainbow wasn’t in the mood to do much more than stare off into the sky and think. Of course, he was only quiet for a few minutes before he spoke up again.

“Any of them yours?” He asked softly.

“Them what?” Rainbow asked, sparing a hasty glance at her bags to make sure the stallion hadn’t spotted something he wasn’t supposed to see.

“Foals?” The grey stallion gestured vaguely to the park in front of them, and Rainbow felt rather stupid.

“Oh,” Rainbow sighed again and shook her head, even though her companion wasn’t looking at her directly. “No, not at all.” There was a pause, but it seemed like it was only polite to ask: “What about you?” She didn’t really want to talk to a stranger, and she certainly couldn’t pour her problems into a conversation with him, but it would probably be more effective than staring off into space, worrying.

“Maybe one day, if I meet the right mare.” The stallion shot her a quick grin. It wasn’t just a grin, though, there was something else underlying it. Rainbow couldn’t place it, but she knew she had seen it before.

Rainbow covered her confusion with a snort. “That can’t be that hard, I’m sure you’ve got mares throwing themselves at you left and right.”

“Mhmm,” He shrugged. “Name’s Dust Tempest, by the way.”

“Weather pony?” Rainbow guessed, as she glanced at his cutie mark—it occurred to her that he was rather close to her—it was a couple of brown, swirled clouds over laying a sun.

“Of a sort, I guess,” Dust said with a shrug of his shoulders. “Specializing in particle cloud manipulation.”

“Uh…” Rainbow tried to remember what exactly that meant. She made her bits controlling the weather in Ponyville, but she had never been particularly strong with the theory or technical aspects of it. She just went out and did it.

“Means I’m good with dust storms,” Dust said with a half-hearted smile. “Make’em, break’em. What about you?” Dust added as his eyes wandered down to Rainbow’s own cutie mark. And rested there a bit longer than Rainbow thought was necessary, like he was trying to puzzle out her cutie mark. Or… something?

“Well, I’m trying to join the Wonderbolts.” Rainbow felt her face flush slightly. She sounded like a foal—every little pegasus probably wanted to join the Wonderbolts, and here she was, an adult pony with childish fantasies. At least, that’s surely how he’d see it. “But when I’m not doing that, I’m the Weather Manager for Ponyville.”

“Oh yeah?” Dust met Rainbow’s eyes again, with that same look as before. Was that… lust? “I thought Ponyville’s Weathermare was Rainbow Dash?”

“You’re talkin’ to her dude,” Rainbow tried to sound casual, but she couldn’t help but feel more than a little bit lost. How could he— no pony— It wasn’t that Rainbow had never seen a stallion lust after her—after all, Lero wasn’t the first she had been with—but she had always been familiar with those ponies, and they had never, never, approached her.

“Wow, I saw you do that rainbow thinger at the Young Flyer competition,” Dust said, giving her a smile, which only made Rainbow feel confused and uncertain. “It was really cool! Can you do that all the time?”

“It takes some work, but yeah…” Rainbow glanced away and forced herself to laugh, “I hope you’re not going to ask me to do it now.”

“No! I mean—no.” Dust blushed and let out a small, nervous sounding laugh. “I was just curious.”

“Well, always nice to meet a… fan.” Rainbow wasn’t sure what to say next. She was feeling more awkward by the minute—maybe she’d best be getting home.

“Is… is it true that…” Dust looked down at his hooves and didn’t meet Rainbow’s eyes; she had to strain to hear the next part: “that you’re herded with that human… Bellypawn or something?”

“Yes,” Rainbow said through gritted through suddenly clenched teeth. Of course—it was foolish of her to think he’d be interested in her at all. It was probably just acting so he could hurt her more. “His name is Bellerophon, and I love him very much.”

“I… I’m sorry, Miss Rainbow Dash,” Dust stammered, looking alarmed and flustered. “I didn’t mean to offend…”

“Uh huh, if you didn’t want to offend me, why’d you ask?” Rainbow jabbed her hoof at Dust’s chest.

“Because I was curious? I’ve never met a human before.” Dust sounded hapless, and Rainbow’s anger abated a bit. There was a pause where Rainbow didn’t look at him, before he finally got to his hooves. “Perhaps I ought to go.”

“I guess.” Rainbow made herself look at him, only to catch him checking her out briefly—this time the stallion knew he had been caught at, and blushed a bright crimson. Rainbow found her own face heating up too, although her head was starting to feel like it usually did after she ran into something hard. “It was nice meeting you, Dust Tempest.”

“It was nice meeting you too, miss Rainbow Dash!” Dust smiled at her through his embarrassment, and turned to go.

Maybe it was because he had been so obvious with his interest, or maybe it was because Rainbow was just a bit horny, considering everything that had happened thus far today, but Rainbow couldn’t help but let her eyes follow the lines of the stallion’s body. He was no Big Mac, but he was a bit more muscular than most stallions Rainbow met. Nothing too much or over done, and he certainly had nice wings… among other parts of his body.

Of course, he just happened to glance back at her. His eyes grew a bit wider, but then he grinned a bit haphazardly as both of them blushed. Again. Good grief.

“I.. I was wondering, um...” Dust shuffled his hooves slightly and flicked his wings nervously. “I’m going to be in Ponyville in a week or so, would… I mean… maybe we could have lunch together?”

“What?” Rainbow felt her jaw drop slightly. Was he asking her out? Her? Nevermind the fact that stallions never asked mares out, it was her.

“I—I… it’s okay if you say no, I just thought… It’d be nice.” Dust smiled nervously and broke eye contact.

“Why are you going to be in Ponyville?” Rainbow asked, acting as if she was on autopilot or something.

“Wha— Oh. I’m on my way down to Appleloosa,” Dust said with a shrug, “I travel back and forth. There’s never enough work down there for me to live there, you see, but it’s pretty much the only place that needs my skills at the moment.”

“Oh.” Rainbow looked down at her hooves. “I-I suppose.” It seemed rude to just turn him down out of the blue, but she wasn’t really sure how what to make of the proposal. On the other hoof, maybe he just meant it as friends? A friendly lunch—not a date. “Would it be okay if I bring Bellerophon?”

Dust’s face brightened up. “Of course! I’ll see you in a week, then!”

It was only as he was flying away that Rainbow realized she had basically told the stallion she was bringing her herd’s stallion to meet this newbie. It was hard not to groan and press her face into her hooves in frustration. Now he was probably thinking she wanted to introduce the two stallions to make sure they were compatible or whatever it was that leadmares were supposed to do in situations like this.

That was it, Rainbow was out of there. Now seemed like a really good time to go home, dig a hole in the clouds and hide in it until it was time to go back to Ponyville. She wasn’t scared, and she’d buck the face of anypony who said so, but she was very frustrated and confused and really in need of some downtime.

Gathering up her bags, Rainbow took the shortest and quickest route back to her mother’s house, careful to avoid other pegasi and walls. It only took her a few minutes, and before she knew it she was slamming the door behind her and throwing the bags on the floor next to the couch. She’d have to pack up her garment soon, before tomorrow came, so she didn’t have to worry about it. The last thing she wanted to do was to be in a rush tomorrow morning, although thankfully the flight back to Ponyville was almost a straight glide—unless she chose to dive and rush back. Maybe she would, for the thrill of it.

Right now though, Rainbow wanted nothing more than to just flop onto the couch and ignore the world. So, naturally, no soon had she flopped than there was a rapping at the front door. Rainbow half jerked up, as if she was about to gallop to the door to answer it. But then she remembered it wasn’t her house. Whoever it was, would be looking for her mother, not her.

Or so she thought.

“Rainbow Dash, I know you’re in there,” Twilight’s voice rang loud and clear from the other side of the door, but thankfully she wasn’t using her Canterlot Royal Voice. Yet. “Open up.”

Rainbow slammed her head against the couch cushion. She had forgotten Twilight could fly now.

Author's Note

Now, I know what you're probably thinking, but bear with me here, we're only half done (sort of).