The sun had barely started to rise when Celestia left her den, Twilight and her friends were already gone, saying something about having plans for the day with Thunder, Celestia had been nervous about letting Twilight go, but knowing Twilight's friends were with her helped ease her mind a little. Celestia stretched shaking out her mane before walking down Pride Rock to walk toward a small pool of water eager to drink away the fuzzy taste in her mouth unaware she was being watched.

Thunder was hiding behind a rock watching Celestia, chaotic magic buzzing through her fur as she glared at the white alicorn dark magic building up and ready to strike her down. Suddenly to Thunder's surprise a bright pink shape leapt in front of her, it was that loud pony named Pinkie Pie she looked at Thunder with a mile wide grin.

"Good morning!" she said with a laugh bouncing around Thunder while she took a few steps back and turned so that they were facing away from the pool of water. "We're ready for our first lesson, surprised you huh?" She giggled while Thunder looked back toward the pool quickly, but it was empty now. "Hey come on, the others are waiting" Pinkie Pie said nudging Thunder's shoulder and started back through the tall grass behind them. Thunder glanced back at the pool over her shoulder snarling as she began to follow Pinkie Pie to where the others were waiting.

Thunder sat listening to the others step on twigs, kicking rocks, and whispering to each other with a roll of her eyes "Three... Two... One" she stepped aside as the group leapt out from the grass crashing into each other as they hit the ground. Thunder walked over grabbing Fluttershy's tail in her teeth and pulled her free, allowing the group to fall apart from their tangled up mess.

"You could hear us huh?" Twilight looked up at Thunder from her back and gave her a timid smile.

"Yeah only a lot" Thunder leaned down nudging Twilight back to her hooves "You're breathing to hard, you need to relax feel the earth under your hooves so it doesn't shift and make noise and no Rainbow Dash you can't depend on your ability to fly to do it, you can't fly everywhere" Thunder ignored Rainbow Dash's snort and took a deep breath "You guys are good at teamwork but you need to work on being able to use it silently, use tail flicks and ear twitches to communicate things without words, that way your enemy won't hear you coming." Thunder prickled her ears hearing distant voices onto of a hill she looked back toward the others flicking her tail signalling for the others to follow "Shh... watch me and learn" she mumbled bunching the muscles in her legs before she started to run up the hill leaping that the last second toward source of the sound.

Turns out the noise she had heard was two Pegasus stallions the larger one was a very light orange with light blue eyes and a blue mane and tail, he had darker blue streaks that seemed to sweep his hair up, a small chunk of mane fell down to touch his forehead, he had a blue shield with a thick lightning bolt as his cutie mark. The smaller one, who Thunder had leapt at as she cleared the hill was a light grey with darker grey mane and tail, he had purple eyes but was to young to have his cutie mark. The young stallion turned, and spotted Thunder letting out a scream as he noticed Thunder was leaping at him though Thunder managed to skid to a stop before actually hitting him.

"Ah! Don't eat me!" the filly squealed running to hide behind the stallion while Thunder stood once again raising a confused eyebrow.

"Flash? Rumble? What are you doing here?" Twilight looked nearly as confused as Thunder as she saw who it was that Thunder ran into, Flash Sentry was a friend of hers, but not as close as Twilight was with the girls, they're meetings had always been a little awkward because they had been betrothed since they were young but they did get along so and Twilight did have a little crush on him now that they were growing older.

"Oh...uh...hello Twilight" Flash blushed but also looked relieved to see that the 'wild Outsider', as Thunder was being called around the herd, was not alone as more of the main six came to the top of the hill. "I wanted to take Rumble out and show him some of the animals, we're actually here to see this flock of birds, this place is a good place for them to get grub so they eat here all the time" Flash ducked as a couple of birds flew over his head fighting over a bug Flash and Rumble weren't related but Rumble was sort of his junior, he was teaching Rumble the way of the guard so that Rumble would some day take his place when he and Twilight rose to the throne. "But they seem to be a little agitated today and uh....." he rubbed the back of his neck and shrugged awkwardly.

"I got an idea!" Rumble said, seeming to realize he was in no danger leapt out from behind Flash and skipped over to Thunder "What if she helped?" he said grinning as if he had come up with the greatest plan ever.

Thunder glanced at Twilight and raised an eyebrow in confusion, not understanding what the filly was trying to say.

"Sometimes when the animals get to out of hoof we have to move them, for their own safety and the safety of the other animals around, those birds need to be moved somewhere where they won't fight and the flock is to large for Fluttershy to deal with on her own, watch" Twilight lit her horn sending a boom of magic into the air, spooking some of the birds making them fly into the air.

Thunder understood gathering her dark magic and imitating the boom that Twilight had made making Rumble cheer as more birds flew into the air, Pinkie Pie laughed starting to chase the birds away, the others sort of shrugged and followed hooting and hollering as they ran at the birds. "Why are we doing this? What's the point of this training?" Thunder yelled over the noise as she followed the other ponies.

"Training? This is just for fun!" Rainbow yelled swooping down overhead at a group of birds and landing to run beside them.

"Fun?" Thunder looked up at the cyan mare in confusion.

"Hey sugarcube, you gotta get out more" Applejack ran at her other side grinning at her "you know, fun, Yee-haw!" she reared up with her cheer seeming to race Rainbow Dash after the pair exchanged a glance and a smirk.

Thunder slowly began to smile "Yahoo!" she cried starting to run even faster racing head to head with Applejack and Rainbow Dash, even Fluttershy seemed to be having a good time giggling and running along side Rumble. But just as Thunder began to have fun the group skidded to a halt "Uh oh..." she gulped.

Standing in a wall of armored skin and horn was a large group of rhinos covered in the very same birds they had been chasing, the birds looked rather smug at their fear. Turning tail the group began to run back the way they came being chased by the rhinos, Thunder slowing a little to scoop Rumble up onto her back so that the filly wouldn't fall behind. The group rounded a bend and found a hiding place in a wedge of rocks, holding their breath as the raging rhinos ran past them. Pinkie broke the silence as she began to snicker, turning into giggle then outright laughter and soon the whole gathering was laughing loudly.

"What a blast!" Thunder gasped panting to catch her breath, if she had a chance to think she would've flew but she had been so caught up in the moment it didn't cross her mind. "You're alright Fluffhead you're alright" Rainbow said reaching over as best as she could to ruffle Thunder's mane, making Thunder glare but after a moment she smiled.

Then came the most difficult part, getting out of where they had hidden, it had been a tight fit just to get in let alone get out of it Pinkie and Applejack were trying to pull free at the same time pushing the others closer together Thunder got shoved right into Rainbow as everyone shifted around, the back of Rarity's head pushing her own upward so she was facing the ceiling of their hideaway. Rumble looked from behind Thunder's neck, seeing the others struggling to get out and started climbing over the other ponies to get out and try to help he had to climb onto Rainbow's head and jump down from there to get over Thunder. Rainbow however was not expecting the added weight of a filly on her head when Rumble jumped from her head she found herself kissing Thunder. It lasted only a second as Pinkie and Applejack finally managed to get out, freeing up space for the others to climb out but neither mare could look each other in the eye as they walked out stretching their legs.

Twilight and Flash were talking intently, leading the small herd back toward Pride Rock while Rainbow and Thunder followed at the back trying to figure out something to say to overcome the awkward moment that they found themselves in it was a little easier with Rumble, who seemed to have taken Thunder in as his new hero, hopping along in front of them talking eagerly about everything he knew.

"-and then Diamond Tiara started making fun of Applebloom cause she didn't have her cutie mark but then Scootaloo and Sweetie Belle totally told her off and the party got more fun after that, we didn't pay much attention to Diamond Tiara and Silver Spoon after that, but they still tease us in school all the time cause they don't have them" Rumble was telling Thunder about Diamond Tiara's cute-ceañera, some sort of party Pridelanders have when they get their cutie mark according to what Rainbow whispered in her ear when she looked confused. "How did you find yours" the grey filly asked curiously looking at Thunder's orange shooting star cutie mark with a small amount of envy in his eyes.

Thunder looked at it a moment before turning her gaze to Rumble again "well actually it's not all exciting of a story" but when Rumble seemed intent to hear it she chuckled. "Alright alright, it happened when I was a filly maybe a little older than you, I was supposed to be working on my chaotic magic by changing some of the termites into apples, but chaotic magic is hard to control and I forbidden from going to bed until I could bring five apples into the den so I was outside for hours trying to make the termites change properly. It was about an hour after sundown when I decided to take a break to try to gather my strength and I sat looking up at the stars. I couldn't tear my eyes away from them, I knew some of the stars from my other lessons but something about the wide open sky without having to work so hard just captivated me and as I tried to draw them in the dirt then there was a bright flash and... I had my mark" she shrugged casually "It's not all that exciting most ponies don't even like the stars" but Rumble, hearing her story wanted to see if that might be his special skill as well.

This is how Thunder found herself laying on her back in the grass with Rainbow at her side, Rumble laying between them as she pointed out a few of her favorite stars. Twilight and Flash had left them long ago off on what Thunder could assume to be a date considering how red their faces had become when they were saying their farewells. Fluttershy had to head home to check on a few of her animal patients and softly said she'd love to hang out with Thunder again sometime. Applejack and Rarity had to go home to take care of their sisters and make sure they wouldn't have a large work load the next morning. And no one was really sure when Pinkie Pie left them, but she said something about cupcakes and disappeared as they reached Pride Rock. Rainbow was originally going to leave too but thought it would be best that she stay in case some pony spotted them and got the wrong idea about what Thunder was doing out with Rumble, lots of ponies didn't trust Thunder alone who knows how would react if she were alone with a filly.

"Oh look at that one, it looks like a baby rabbit see the fluffy tail" Rumble pointed up toward a cluster of bright stars.

"Yeah" Thunder whispered looking around until she spotted another shape "Look over there, it's a pair of lions fighting over a scrap of meat" she laughed not noticing the confused look at Rainbow sent her as she spoke. "I've never done this before" she shook her head a little as her laughter faded into chuckles.

"Really?" Rainbow looked at her fully now "The girls and I do it all the time, Twilight says that all the great kings of the past live up there" Rainbow noticed Thunder's brow furrow in confusion and she seemed to think a moment before she spoke.

"Do you think Discord is up there?" she whispered before she jerked a little, realizing what she said sitting up as Rainbow set her a bewildered look. Thunder sat up walking a few steps away before sitting down again staring at her hooves. "He was my father, even though he didn't raise me he's still... a part of me" she said softly not looking toward her companions.

Rainbow put her wing in front of Rumble, shaking her head at the filly before walking toward Thunder herself. "Well Celestia always that there was...a darkness inside him that he couldn't escape" Rainbow sat down next to her keeping one ear on Rumble in case the stallion ran off.

"Maybe there's a darkness inside me too" Thunder looked at Rainbow sadness in her eyes, suddenly leaning forward and nuzzling under the cyan mare's chin, Rainbow froze in surprise but returned her nuzzle with one of her own hoping to offer comfort, Rumble covering his eyes with a noise of disgust at the display of affection.

Celestia watched them from the top of a small hill letting out a small sigh as she looked to the stars "Father I am lost, Thunder is one of them Discord's heir how can I accept her?" She looked back hearing her name to see Cadence walking toward her smiling a little "I was seeking council with the great kings" Celestia explained.

"Did they help?" Cadence asked curiously looking up at them herself for a moment.

"Silent as stars" Celestia shook her head "My father would never-" but a chuckle for Cadence cut her off.

"Oh Celestia, you want so hard to walk the path expected of you, perhaps Thunder does not" she smiled while Celestia gave her a startled look.

"But how do you know what..."she started to say and Candence's smile only widened.

"I can see them down there just as easily as you can, and besides, I didn't get my cutie mark for nothing" she chuckled "Get to know her and see" then she turned walking back to a worried Shining Armor leaving Celestia alone to the hill to study the pair in silence once again. But Celestia left after a few moments still digesting Cadance's words with a thoughtful expression.

Thunder, suddenly realizing what she was doing, cleared her throat and stepped away not even glancing up when Rumble's parents came to bring him home, allowing Rainbow to explain what they were doing and wish the family a good night but she did manage to mumble a promise to Rumble that they could hang out again some time.

"What's wrong?" Rainbow asked look at silent mare once they were alone again.

Thunder seemed to struggle with something for a moment before she shook her head "Nothing" she sighed walking away a few more steps.

"Thunder..." Rainbow began walking toward her for a second time as Thunder turned toward her again.

"It's just that for my whole life I've been trained to...." she bit her lip and sighed "Nothing... I gotta go" she turned once again starting to walk away.

"Thunder...wait" Rainbow said softly, actually making her stop for a brief moment the pair making eye contact for a few seconds before Thunder started walking away once more.

"And where are you going?" a striped hoof came out of the grass to poke Thunder in the nose, it wasn't a voice she knew yet.

"Uh....nowhere" Thunder said glancing off to the side blinking in surprise when a zebra popped out of the grass.

"Ha! that's what you think" she said with a lightly smug tone before sinking down into the grass a second time and seeming to scurry away.

"Who was that?" Thunder looked back at Rainbow bewildered at what she had just witnessed.

"Uh...friend of the herd..." she responded just as confused at Zecora's behavior as Thunder was.

Thunder yelped in surprise as she realized Zecora had somehow managed to get onto her back while she and Rainbow had been talking.

Zecora slid off Thunder's back with a laugh "Come on, you follow old Zecora she knows the way" she said tugging on Thunder's tail before scampering off again.

"Way to where?" Thunder questioned Rainbow who just shrugged, not understanding either.

"You follow, you see" Zecora said heading around a large rock tower "Hurry now!" she added disappearing from their sight.

"Thunder come on!" Rainbow said already flying off, her curiosity getting the better of her, Thunder following quickly nearly as curious at Rainbow Dash about this whole matter.

They didn't to run far before they had to skid to a stop "Where's she taking us" Thunder said softly as the pair, unable to fly any further due to vines, landed on the ground.

"Oh, to a special place in your heart called...Upendi!" Zecora suddenly appeared above them, hanging upside down rather impressively from a vine, turning the two to face each other before making them kiss like they had done before. The pair smiled a little but pulled away after a few seconds as they had done the first time before Zecora lead them to a large heart shape leaf and guided them to sit on it, while she climbed on the back and sent it down the river. "There's a place where the crazy moon makes the monkeys sing and the baboons swoon and the sultry scent of the lotus bloom will carry you away" they just cleared a small tunnel when they heard the singing monkeys, making loud but gentle noises all through the trees while a pair of baboons hung from a thick vine looking quite content, one gave Zecora a small flower who then gave it to Rainbow, but when she held it for Thunder to sniff she sneezed and the petals flew everywhere. "Where the hippos swing from the jungle vines and the rhino rhumba in a conga line and the pink flamingoes are intertwined as the stars come out to play" The entire area seemed to be in full swing, animals were everywhere having a good time but why?

"In Upendi where the passion fruit grows sweet and it's so divine that you lose your mind as it sweeps you off your feet in Upendi without a worry or a care it just takes two to make it true your heart will lead you there" Zecora leaned over grabbing a round orange fruit in each hand, and offering them to the ponies, Thunder ate hers and licked her lips at the taste of the fruit but Rainbow declined, so with a shrug Zecora tossed it away before spotting a bush with large pink heart-shaped leaves. Grabbing a long stick she steered her passengers toward the bush grabbing one of the leaves, it had a rather large hole in the center and with a mischievous grin, put it around Rainbow's neck causing Thunder to laugh.

"Where is it?" Thunder looked up at Zecora while she asked grinning easily now as Rainbow tugged the leaf off her neck.

Zecora leaned down covering Thunder eyes with a hoof as she whispered in her ear "No place you don't take with you" she chuckled "You better watch your step 'cause the path is steep better hold your breath cause the water's deep it's a long way down over Lovers' Leap but falling's half the fun!" Zecord leapt from their leaf boat as it seemed to hit a snag sending Rainbow and Thunder flying off and landing them in a small pool of water which they were soon free of once Zecora pulled on a vine. The pair landed on their leaf boat once again after a brief fall, Zecora soon joining them from a tree. "In Upendi where the passion fruit grows sweet and it's so divine that you lose your mind as it sweeps you off your feet in Upendi without a worry or a care it just takes two to make it true your heart will take you there" when Zecora fell from the tree she knocked several of the sweet orange fruit down into the leaf boat. Thunder was able to catch a few but Rainbow was not so lucky, she seemed to be choking on the fruit. Thunder saw this however and leaned over kissing Rainbow cheek which helped her swallow the fruit she looked very pleased at the taste. The pair looked off to the side spotting animals doing some sort of conga line as butterflies flew into the air, the froze when they felt Zecora touching the back of their heads once more bringing them into a third kiss, this time however either mare seemed eager to end it.

"You can beat the bush like there's no tomorrow from Tanganyika to Kilimanjaro but you'll find Upendi wherever you are oh underneath the sun" Zecora smiled at the pair slowly easing their leaf boat to a stop in the mild of a deep pool of water leaping off just as a tall stream of water shot them upward.

Thunder looked around with awe at what surrounded them and then came to a sudden realization turning to Rainbow excitedly "Upendi it means "love", doesn't it?" even though Rainbow shrugged, not really knowing, the pair exchanged a smile watching Zecora.

"Welcome to Upendi! In Upendi where the passion fruit grows sweet and it's so divine that you lose your mind as it sweeps you off your feet in Upendi without a worry or a care it just takes two to make it true your heart will take you there" She climbed onto a passion fruit tree and began tossing them to the animal couples as they got close.

Thunder and Rainbow, seeing this, leapt from their leaf boat falling into the water below swimming to the shore and joining the end of the conga line Rainbow having to put her hooves on Thunder's hips to keep walking forward while Thunder had her hooves on a hippo. The pair caught the fruit and, following the lead of the conga line leaped into the river next to the tree, floating over a few short hill before they were thrown off a water fall. The pair clung together as they used their wings to gently float toward the ground wondering where Zecora and the other animals had gone. Seeing nothing and realizing just how late it had become the pair decide to head back to Pride Rock, chuckling and singing Zecora's song together as they walked.

Once they reached Pride Rock the pair nuzzled lovingly softly wishing each other a good night as Rainbow headed into the den, Thunder turning to return to the place she had slept the night before. Rainbow took one last look at Thunder before sighing and going inside, unaware that Celestia had seen the whole thing.

Celestia looked at Rainbow's retreating form then to Thunder who was now doing her best to get comfortable in her sleeping place, watching Thunder for a moment longer and thinking about Cadence's words she slowly walked out to the mare a small understanding smiled on her face. Thunder noticed her looking and raised her head up curiously but before she could question the white alicorn Celestia spoke instead. "It's kind of cold tonight huh? Come on in" She turned pausing only a moment to see that Thunder was following before leading her into Pride Rock.

Onyx however did not take the scene well at all at first he was excited thinking that Thunder was finally going to make a move "Get her..." he whispered but seeing nothing his ears flatted against his head and he growled lowly in outrage "What are you waiting for Thunder get her!" Turning away from his hiding place the unicorn hurried back to report what he had seen.

Nightmare was not pleased. She nearly roared in outrage her horn blasting dark magic into the sky briefly blocking out the stars overhead "You're sure?" She questioned looking at Onyx harshly.

"Affirmative, I saw it with my own eyes" he confirmed his back straight as an arrow though he was sitting, Blazing and Red were watching from afar, Red in horror and Blazing gleefully as Onyx explained what he had seen while spying on Thunder and the Pridelanders.

Nightmare paced backward her magic pulsing with her rage "Thunder can not betray us" she growled her horn bared for the kill as she ordered her herd together to form a plan and this time...it would work!

Author's Note

There you are folks, another chapter come and gone and this time Flash Sentry and Rumble make an appearance and don't worry they'll be making more appearances :) I had to change the scene for the song a little bit but I kept it mostly the same :D hope you enjoy the chapter