Chapter 2

Rainbow was taken aback by Discords extreme shift in mood. She should be used to it by now but his erratic behavior still took her by surprise from time to time. She shook her head concentrating now on the task at hoof.

"Alright Discord, here's the rules," she said eyeing him harshly. He might be reformed but she knew very well he wasn't above cheating just for the sake of It.

"Rule one, no magic at all. You have to fly under the power of your own two wings to win fairly. Rule number two, the judges say is final, speaking of which we're going to need Twilight here,"

At that Discord snapped his claws once again and with a loud pop Twilight appeared next to them wrapping up a lecture of some sort.
"And that my friends is why time travel is,in the end, a futile effort," She paused eyes closed apparently waiting for an applause that never came. Discord however gave a quick cough with a sarcastic "Riveting speech Twily..."

Rainbow gave a snort but quickly caught herself as Twilight opened her eyes in confusion. Looking around and between the two in front of her she quickly realized what had happened.

"Discord," She stated flatly. "Whats going on he-" -Twilight's words caught as she saw the giant pie- "What in the name of Celestia.." she began but Discord cut her off with a wave of his paw.

"Oh its nothing, just an afternoon snack is all, nothing to worry about" Discord gave her his winning smile and continued "Oh by the way, while your out and about do you think you could be a dear and judge a race for me and Rainbow here, pretty please?" Discord asked batting his now elongated eyelashes in an exaggerated fashion. Twilight rolled her eyes at the ridiculous display and began clicking all the gears in her head in place to solve this puzzling situation. Discord and Rainbow Dash together, competing in a race, giant pie on the ground and a floating mirror, this had trouble written all over it.

"Ok so tell me what kind of race is it and where?" Twilight asked looking at the both of them.

Rainbow responded first, with excitement in her voice she walked over to Twilight. "Its a race to see who can fly the fastest of course! We start here and on your signal head towards the Rainbow Factory, touch the edge of the falls, then return back here, first to touch down on this spot wins!"

As she explained the race to Twilight, Discord couldn't help but admire the little spitfire of a pony. The way she talked in an animated fashion and the look of pure joy on her face at the thought of a challenge, not to mention every time she began moving around excitedly he could see the taut muscles ripple across her body causing Discord to raise an eyebrow at her form. She was very athletic to be sure but somehow it didn't take away from her feminine form at all. In-fact it complemented her curves quite nicely from her barrel all the way down her haunches leaving her a perfectly round and toned plot.

"She really isn't that bad looking... for a pony that is" Discord thought to himself quickly noticing in her haste to tell Twilight about the race she had managed to hike her tail straight up again giving him a nice little show as she bounced back and forth. "Not bad at all"
Smiling to himself he gave a curt cough as Rainbow finished up her explanation. "Twilight" he began but was quickly cut off when her eyes widened suddenly.

"You can't fly with them wings Discord, you need magic to fly," Twilight said in her, I just stated a fact deal with it voice. Discord blinked a few times then smiled.

"Well aren't you the clever one," He said with a wave of his paw producing an ancient looking book "Hence the reason I will be transforming via shape-shifting into a more appropriate form for flying," Rainbow opened her mouth to argue, but as she tried to speak found her mouth stuffed full with a rather large banana, "MFFHFHF!" She declared around the offending fruit, shooting Discord a glare.

"Oh come now Rainbow, I think it looks good in you" He said with a small wink and a smirk. Her cheeks shifted from light blue to crimson in an instant, gingerly pulling the lengthy object from her mouth. Discord gave a quick chuckle then turned back to Twilight who was staring at the book in his hand, she had started drooling slightly from her slightly agape mouth. Discord tossed it towards her where it was instantly wrapped in protective magic to float towards its new owner.

"Shape-shifting is a natural ability of my species with limited forms available as you will read in that book, Biology Of The Draconequus. You could call this form of mine unique in that its a blend of all of them! I prefer it over just one but in this instance I think Im going to need to utilize one of the others if I'm to compete," He stated as a matter of fact.

Quickly sifting through the new tomb she had acquired Twilight found the passage and gave a nod. "This is perfectly acceptable under your rules Dashie" she said. Rainbows jaw dropped " B-but...b-but" she stammered helplessly as Twilight walked over to Discord. Weaving a complex looking spell Celestia had taught her Twilight sealed his magic temporarily.

Discord turned to look at Rainbow. "Whats the matter Daaashie."-He started with a mocking pout on his face-"Afraid you might lose now? What happened to all that confidence from earlier?" Rainbows face turned to grim determination.

" Fine... like it matters anyways."-She stated with a huff-" I'm the fastest pony alive Discord, you got no chance"

A grin crept its way on his face at her boast replying. "Is that so?" As he said that his body began to twist and contort, shifting from the center of his body outwards red scales moving along to cover his entire body while his claw and paw were twisted into much larger uniform claws. His cloven hoof twisted to match that of of his other draconian leg, both shifting to a red hue and increasing in size. He gave a small grunt as his antler and horn retreated back into his skull replaced by large bone white ones and his fur was enveloped by the red scales.

Now sitting before them was a much larger Dragon like creature with his signature snake like body still evident. The last thing to change were his wings, they folded inwards then twisted out unfurling into massive bat like wings twice the length of his body. Looking down at Rainbow Dash he plastered the biggest shit eating grin he could muster on his face and gave a wink.

Rainbow felt feint, he was huge! Besides his yellow mismatched eyes and his long slender body he had completely transformed himself and it was impressive to say the least. He lowered his head close to Rainbows face and blew a smoke ring at her.

"So... Like what you see? he asked.

She was still frozen in place but quickly regained herself beaming up at him.

"That-is-Awesome!" she cried out throwing her front hooves in the air. "How come you never showed us this before? Its so cool!"

Discord gave a slight throat clearing cough as he realized Rainbow had just genuinely complemented him. It wasn't something he was generally accustomed to being the Lord of Chaos and all. It felt rather nice.

"Well you know, it just never really crossed my mind i guess. Magic is kind of my main attraction as it were," he gave a slight chuckle rubbing his clawed hand behind his head. Turning to Twilight he started to ask if she was ready when he notice her muzzle shoved into the ancient tomb he had given her. Chuckling slightly he crouched low directly behind the book.

"Twilight" He said. Grabbing her attention from the delectable new knowledge she was devouring.

"Oh sorry Discord i wa-" She cut her apology short as she moved the book down to gaze at him "HOLY SHINING ARMOR!" she screeched as she tumbled back onto her plot then fell to her back instantly teleporting a good twenty feet away. Discord and Rainbow started laughing wholeheartedly at Twilight's antics. Realizing her embarrassing mistake she poofed back over to them looking sheepish.

" The look on your face was priceless" Said Rainbow between gasps of air. Twilight's face reddened at there jubilation.

"Okay you got me" said twilight still looking flustered. Pulling herself together she returned to the business at hoof. "Are you guys ready to start the race now?" She asked switching her gaze between the two of them. Rainbow gave a holler in the affirmative while Discord gave a nod, crouching slightly. "Then on my mark," She held a hoof in the air and began counting from five. Rainbow and Discord crouched low ready for take off, at the word go they both lunged upwards into the sky with Rainbow getting a massive lead with her intense speed. She glanced behind at Discord watching him piston his massive wings back and forth keeping a steady pace, Cloudsdale was a decent ways away still but she wasn't going to take any chance's. With a quick wave at Discord she kicked her wings into maximum overdrive feeling the air tighten around her until she broke through it with a loud bang.

Discord watched as Rainbow disappeared in the distance behind a shock-wave of rainbow colors, he gave a small laugh then put on a burst of speed accelerating above the shock-wave riding it straight up into the high speed air currents far above the clouds. Twisting his wing's downwards to catch the wind at his back he shot forwards like a rocket along the wind stream narrowing his eyes against the wind. The Pegasi didn't go this high for a reason... the winds would throw them around like rag-dolls but he was no pony. The air slid past him with very little effort as his body was incredibly streamlined, allowing him to get up to monster speeds with very little effort. Discord smiled knowing she would never think to look up for him, and he was absolutely right. He spotted her small form below about a hundred yards ahead but he was gaining on her rapidly.

Rainbow turned her head to look behind her panting hard from the strain she was putting on her body. A shiny layer of sweat and moister from the clouds had begun to build up on her fur matting it slightly. By no means was she weak or out of shape but that instant burst of power had taken a lot out of her, especially since she had held her top speed three quarters of the way to Cloudsdale. Discord was nowhere in sight so she began pacing herself slowing down immensely to conserve some energy energy.

" Ha, his new body might be impressive... but he's still no match for the fastest pony alive!" She thought smugly as she continued on gliding here and there. The Factory was a little ways ahead still but she was getting close, while she was admiring the rainbow falls an object falling from the sky above it caught her attention. Curious as to what it could be she watched it plummet at an impressive speed then veer across the rainbow falls cutting it in half as it went by. Her eyes bulged out at the sight,"It cant be..." she thought to herself.

But sure enough the red object had cut past the falls and was headed straight towards her at a break neck pace.

" No no no no no!" She screamed inside her head. Pushing her already tired body she shot forward in an attempt to regain the lead. Discords form was already upon her as she raced towards the falls, as he went by she heard his voice in the wake of wind pressure he left behind "Arrivederci!" He cried out with a smile a mile wide.

Rainbow gritted her teeth as the wind buffeted her back slowing her progress further but pushed on finally making it to the falls and swiping a hoof through it. Twilight waved at her from above the pipes then disappeared as she teleported. With a loud battle cry Rainbow flew up and braced herself on the pipes kicking off and initiating another Sonic Rainboom, much to the dismay of the ponies currently working in the factory as alarms all around began sounding off. She couldn't lose to Discord no matter what, or to anyone for that matter.

Pushing her wings past there limits like that made every muscle in her body burn like fire but her determination drove her on wards.

Discord felt the air vibrate as Rainbow started gaining on him and redoubled his efforts to keep his lead. They where at the half way point now. "Almost there," He thought to himself as a bead of sweat rolled down his face. It had been a very long time since he'd had to put in any actual effort to do something and he felt it now. Pushing onwards the vibrating air behind him suddenly stopped, "She must have finally ran out of steam," He chuckled to himself looking back to see how far away she was, except she wasn't there. Looking around some more he saw her falling towards the ground in a spiral, "Must have gotten a wing cramp," still chuckling at her predicament he snapped his claws together...

Nothing happened, Discords chest turned icy as he realized with horror he couldn't use any of his magic. They were too high up, a fall from this height would be fatal unless he could get to her in time. Crushing down the panic that was trying to boil forth his jaw clenched shut. Rolling forwards with a half twist he outstretched his wings to reverse his direction and shot towards her like a cannon. He could hear her screaming now as he closed the distance she was still spiraling out of control towards the earth below, her left wing crammed against her side refusing to move.

Spotting him Rainbow cried out as loud as she could "DISCORD HELP ME!" He pumped his wings furiously trying to reach the plummeting mare, she was almost in reach but the ground was coming up to fast. Realizing this he reacted without a second thought, as soon as his claws grabbed her he pulled the mare in close to his chest wrapping his wings around her while twisting leaving his back facing the the rapidly approaching earth, the impact drove every last inch of breath from his body as they skidded a good 30 yards across the ground coming to a stop in a grassy clearing.

Discord stayed still for what felt like a solid thirty minutes trying to pull air down into his lungs, with a ragged gasp he finally managed it and let his wings unfurl. Rainbow Dash was curled up under his hands still trembling violently with her eyes shut but slowly opened them as he released her. She blinked a few times trying to register what had happened, but when she saw the massive thirty yard gauge in the earth leading to them it hit her.

" Oh my gosh, oh my gosh, oh my gosh, Discord are you ok? Please say something! Im so sorry" She said rapidly through the tears building up in her eyes. She started to sob slightly but he just put a claw up to shush her.

"A few things broken but ill live"-He gave a small wince-" you need to go find twi-" He was interrupted by a burst of magic next to them.

Twilight appeared looking shocked at the display before her. " Rainbow, Discord, are you guys ok, what happened here? Discord quickly gestured at her " need magic twilight, quickly please this really hurts," He groaned out. Twilight blinked and hurriedly began casting the counter spell for the magic cancellation from earlier. As soon as she had finished, rainbow crawled off of Discord and he gingerly snapped his fingers disappearing completely. Twilight looked surprised while Rainbow looked on the verge of tears again. Both of them jumped as another pop resounded beside them with Discord back in his original form giving a loud groan and stretch.

" Wow, that was not a pleasant experience, and just so you know for future reference Twilight, it turns out pain actually hurts! " Discord stated with a look of absolute shock on his face. Just then Rainbow tackled him onto the ground with a rib crushing hug spouting a jumbled mixture of sorrys and unintelligible gibbering. He looked down at the mess of a mare burying her face into his chest not knowing what to do next. Twilight waved a hoof at him then mimicked wrapping his arms around her. His face lit up with realization and brought her closer to him in a tight embrace.

" I'm fine Rainbow, its okay," He said stroking her mane softly. "I'll bring her home Twilight she just needs a minute."

Twilight paused for a second looking off to the side, then spoke "If you guys need anything you know where to find me," With that she walked off, then with a pop disappeared.

Rainbow's sobs slowly softened until Discord only heard the occasional sniffle. She finally looked up at him with her watery dark pink eyes.

"Thanks for saving me, Im not really used to being on this side of things so... yeah," She muttered sheepishly.

He had never seen this side of her before, delicate and vulnerable were not words he would have ever thought to use to describe the almighty Rainbow Dash and yet here she was softly nuzzling him between quiet sniffling. Picking her up with him he looked over her wing closely to see if it was injured but found nothing but the clenched muscles of a crippling cramp pulling it tight to her body. With a snap the muscles instantly relaxed and she gave and audible sigh of relief. "Would you like me to bring you home now?" he asked

Wiping her eyes she gently shook her head no. "Can I come home with you for now?" She asked with pleading eyes.

A look of surprise flashed across Discords face as the question sunk in. Not even Fluttershy had been to his home and here was this mare whom he had spent the least amount of time with in all Equestria, asking him if she could go home with him. He was so distracted he hadn't noticed Rainbows hooves wrap around his neck. Before he knew it soft lips joined together with his, a jolt ran through his body as she kissed him tenderly almost causing him to fall back to the ground but he quickly closed his eyes and met her passion with his own. With a slight whimper she pulled away cheeks burning brightly and buried her head into his neck resting there. It had been brief but the meaning couldn't have been clearer, so with a small nod he snapped his fingers and they were gone.

Author's Note

Well that was fun XD I really hope you enjoyed it. For the ones wanting to get to the down and dirty clop you will need to wait until chapter 3 .
Also don't forget to leave me a comment for tips and Critique. Thanks :3