Three months ago

Panic. Panic in the streets of Canterlot as ponies fled in fear from the coming invaders.

Soarin found himself frozen for the briefest moment. Celestia, Luna, and Cadence all defeated in a matter of minutes. It was only by the swift intervention of a civilian pegasus that Twilight wasn't turned to stone as well. Storm Guards charged ponies, rounding them up as screams rang out.

Soarin was suddenly shaken from his trance when he heard Spitfire, his Captain and oldest friend, barking orders at him.

"Clipper! Get your flank off the ground and help me! We need to make a tactical retreat!" If Spitfire was in the same state of panic Soarin was in, it didn't show.

Soarin shook his head and nodded, following his commanding officer's demand. Spitfire, along with the rest of the Wonderbolts, had managed to keep a small group of ponies safe, but there were too many for the elite fliers to carry them out of the city.

Among the group there was one pony Soarin vaguely recognized. Rainbow Dash told him a bit about a pink unicorn that used to run some sort of cult village, but was good now.

He wasn't sure what to make of that information, but he wasn't in a position to be picky.

"Where is Crash? Did she escape already?"

Worry gripped Soarin's heart but he couldn't let himself wallow. He'd just have to trust that his friend was safe. Afterall, she's one of the strongest ponies in Equestria. Though... Maybe strength meant nothing if the Princesses could be dispatched so quickly.

Before he could get lost in thoughts again, he saw a colt running from Storm Guards.

Adrenaline coursed through Soarin as he swooped down, bowling into the group of Storm Guards and knocking them over like an arrangement of pins. The little earth pony trembled, but quickly ran to the group when Soarin directed him towards it.

Soarin angled up again, dodging a few Storm Guard spears from the ground. He scanned for any safe route out of the city, but kept coming up short. The main bridge out of Canterlot was blocked off by Storm King forces and the skies were still swarming with the invader's ships. Anywhere they went could be seen by those ships. Unless they were...

"Underground!" The realization hit him like a flash, or more accurately, like a Dash.

During their last show in Canterlot, Rainbow Dash showed Soarin how to get to the caves beneath Canterlot. Soarin did a bit of exploring earlier and, after getting lost for a bit, found a path that connected to the outskirts of Canterlot, which he made sure to leave markers for just in case.

Soarin flew to Spitfire's side. "Spitfire! I know a way out, but we need a distraction team to draw the Storm King's forces!"

Spitfire nodded and directed Fleetfoot, Misty Fly and High Winds to handle the Storm Guards.

The three Wonderbolts flew together, Fleetfoot directing them to follow her movements exactly. The trained fliers flew in a circle fast enough to form a large tornado, sending it towards a group of Storm Guards. Instead of letting it go free, the three stayed inside its whipping winds to ensure no civilians were swept away.

Soarin took the lead, landing so he could draw less attention while he guided the scared ponies. He was quick to dispatch any straggling guards that got in his way.

The group eventually made it to the secret passage, an old looking hole in the ground near Canterlot's cloud stadium. Soarin quickly bashed through the wooden boarding that was blocking it off and gestured for everypony to follow.

Pony after pony bolted to safety, but a headcount told Soarin somepony was missing. His eyes widened when he saw the colt from before trembling behind a building.

Soarin quickly flew over to him. "Come on, little guy. We're almost there!"

The colt whimpered as he stared at the cave entrance. "B-But it's dark and scary... I want my mom and dad..."

Soarin frowned. "Kid's parents aren't with the group... Must've been captured."

"Your parents are gonna be okay. The Wonderbolts will save them! But for now, we have to go. I'm sure your parents want you safe."

"B-But-"

Soarin reached a hoof out to the colt, giving him a comforting smile.

"I promise. It'll be okay." Soarin thought about something Rainbow showed him one time, and decided to try it out. "Cross my heart and hope to fly, stick a cupcake in my eye."

When Soarin stuck his hoof in his eye, he winced a bit, getting a short giggle from the colt.

The young Earth Pony approached and gave a shy look. "C-Can I ride on your back? I think I sprained my hoof..."

Soarin nodded and scooped the little pony up, carefully flying towards the cave. "What's your name kid?"

"Acorn Squash."

***

Soarin spent the next hour guiding the group of ponies through the catacombs. Rumbles and sounds from above accompanied their journey. Soarin did his best to lighten the mood with some jokes, but no pony seemed in the mood. At least Acorn seemed calmer than he was before.

Spitfire didn't say a word during the trip, even to scold Soarin for his childish behavior in such a dire moment.

"She's thinking about her again."

Eventually, Soarin saw light. He rushed towards it, immediately taking off to reach it as soon as possible. Soarin's excitement was short-lived. While they were finally free from Canterlot, Soarin could still see the destruction the city suffered. His heart sank as he took in the true extent of what happened.

Buildings had crumbled from the attack, sky ships still poured out their polluting gas and Storm Guards could still be seen walking the streets, many captured ponies visible from a distance. Canterlot had fallen.

Acorn looked like he was on the verge of tears, but Soarin wouldn't let that stand. He turned his head to the little colt and grinned.

"Hey Acorn, wanna see something cool?"

Acorn looked confused but Soarin didn't wait for an answer. He flew up and grabbed a small cloud before condensing it into a tiny bit of storm cloud.

Acorn looked at the little ball of vapor and lighting, the smallest hint of a smile forming. He reached a hoof out to touch it before Soarin quickly gobbled it up with a satisfied sigh.

Acorn let out an indignant, "Hey!" Before Soarin suddenly hiccupped lightning. Acorn froze while Soarin held a hoof to his mouth. He then hiccupped again, and again. Soon, Soarin was overwhelmed with hiccups, sending small bursts of lightning into the air. Acorn couldn't help but laugh, his sadness from before being buried by Soarin's shocking display.

Between electrified hiccups, Soarin smiled.

Spitfire soon called him down to speak strategy. Soarin set Acorn down with the rest of the civilians and joined his Captain near the mouth of the cave. He looked around for his team members before noticing they were short a few ponies.

"Fleetfoot, Misty and Winds didn't make it out, huh?"

Spitfire gave a solemn head shake, with Soarin feeling his mood drop.

"Hope they're safe. And I haven't even seen Dash since before the invasion."

"I don't know where Rainbow Dash is either. Odds are, she's with her friends." Spitfire said, giving words to Soarin's own thoughts. "But we can't wait for them to solve this, like we always do. We need to find out what Tempest is planning and save every pony we can. Our numbers are too small for a full assault of the city, but maybe we can gather more allies." Spitfire continued, rolling out a map on the floor.

That pink Unicorn from before walked into the cave, a slight awkward smile on her face.

"Hey! Starlight Glimmer. Maybe I could help?" Spitfire looked at her quizzically before the pony stepped forward. "I'm Twilight's student and I think my magic could be of use."

Soarin watched Spitfire eye the pony up, likely familiar with her reputation. Normally, an unexpected guest, especially a former villain, during a Wonderbolt strategy meeting was cause for shouting, but these were desperate times.

After a few seconds of staring, Spitfire sighed. "Fine. Normally I don't let civilians in on our plans, but you're not an ordinary civilian."

"She's allowing Starlight to help? Without so much as a raised voice? Spitfire must really be in a bad spot."

The strategy meeting proceeded, with everypony being given their part. Starlight was to teleport to Ponyville and prepare the Elements of Harmony, should Twilight return with her friends in need of them. Several Bolts were to fly to Cloudsdale and gather the reserves. Spitfire would remain near the caves, setting up a camp for the rescued ponies and to ensure the safety of the ones escaping from Canterlot.

Meanwhile, Soarin was given a special mission. Due to his unique talent with silent flying, he would act as a spy for the Wonderbolts, finding out Tempest and the Storm King's plan.

Everypony was dismissed, but Soarin had something he needed to say before he could get started on his mission.

"Captain. Permission to speak freely?"

Spitfire looked at him, dismissively. "What is it, Soarin?"

"You sure you want me to go back to Canterlot so soon?" Soarin's voice conveyed less fear and more confusion than anything else.

Spitfire looked at him crossly. "We need eyes in Canterlot promptly. Every second we aren't doing something, ponies suffer."

She's deflecting. Soarin opted to alter his word choice a bit.

"What I mean is... You sure you don't want me to stay for a little bit? You seem to be taking this pretty hard and I think you could use a friend."

Spitfire stomped, doubling down. "What I could use is somepony who doesn't question my orders!"

Soarin felt his own anger start to rise a bit. "I'm not questioning your orders, Captain. I'm worried about you. You're always too hard on yourself when it comes to the Wonderbolts."

Spitfire walked up to Soarin, her glare growing intense. "Soarin, do not think you can use our previous connection to disobey me. Get back to Canterlot and give me my SITREP."

"Previous Connection?! Is that what she wants to call it?"

Soarin nickered, not wanting to waste breath arguing. "Fine. I'll get you your SITREP, Captain." Soarin took off, back into the cave with a huff. He tried his best to hold back his tears, telling himself it was just the stress getting to her. But one pervasive thought ran through his mind.

"Are we... Still friends?"

Modern Day

Soarin's stomach lurched as he forced down Rainbow's most recent abomination.

Since their first disaster in the kitchen, Rainbow decided she would learn to bake, even if it killed her. Soarin, knowing Rainbow's baking skills, decided to help her, thinking she might actually kill herself with her current, "talent."

That was the reason Soarin was currently at Rainbow's house today for their lesson... And his stomach was hating every second of it.

Today, Rainbow tried her hoof at cinnamon balls, basically cinnamon flavored donut holes. Simple enough, right? Rainbow's were, to put it mildly, bad. Like eating a sugary moth ball mixed with sand.

Soarin sighed in relief when the powdery mess moved past his taste buds and down his throat.

Rainbow looked up to Soarin, confidence oozing as she waited for his answer. "Sooooo? How were they? Am I the best baker now, or what?"

Soarin took a breath before responding. "Gonna go with, or what."

"What?!" Rainbow's expression dipped as her eyes went wide.

"Don't get me wrong Crash, you're getting better. This was much more tolerable than that pie, but..." Soarin proceeded to rattle of a list of things wrong with Rainbow's "Sweets." Despite Rainbow's confidence, Soarin had quite a few things to say.

Quite a few.

Rainbow just groaned and deflated a bit, waiting for Soarin to finish. "But it's been five months! How am I not an expert yet?"

Soarin chuckled and wiped his muzzle. "You're not used to NOT being naturally gifted, are you?"

Rainbow stuck her tongue out at Soarin before starting to box up the rest of her desserts.

After washing his mouth out a bit, Soarin turned to Rainbow, a question on his mind. He pointed over to a nearby bookshelf as he asked, "New book? I didn't think you read Shadow Spade. I thought you only cared about Daring Do."

Rainbow rolled her eyes before tossing the failed treats in the fridge. "That's Rarity's favorite series. I got it for some book club thing Starlight wanted to do. It's actually not that bad. Once you get past the three or four pages of dress descriptions."

"Rainbow Dash in a book club? Nope, don't see it." Soarin chuckled at the mere mental image.

"Oh, ha ha. It was a bit more serious than that though. Rarity and I had a bit of a falling out recently. We weren't sure we could be friends anymore." Rainbow sighed softly, grabbing the book off the shelf.

Soarin actually looked surprised. "Wait, seriously? I thought you six were inseparable."

Dash nodded and held up the book, just staring at the cover for a bit before turning back to Soarin. "Luckily we figured it out. With some help."

Soarin stared at her, feeling an odd sense of deja vu. He hesitated for a moment. "How'd you do that?"

"Twilight sent us on some crazy goose chase that made us have to work together." Rainbow noticed his expression before stepping closer, curious why he wanted to know how she fixed her friendship with Rarity. "Why?" There was concern in her voice.

Soarin chuckled weakly before looking at his friend. "I've... Kinda been feeling the same with Spitfire lately. I can't even remember the last time we got to hang out. I know she's busy and all but it'd be nice to see her out of work more often."

Rainbow gave a small smile and nudged Soarin's side. "Hey, cheer up man. I'm sure she doesn't mean anything by it. You two have been friends forever! I'm sure she still thinks of you as a friend."

"Easy for you to say. You actually got to spend time with her. We haven't done that in years."

Rainbow frowned, resting a hoof on her chin. "Well... How did you bond when you were young? Maybe you could try that."

Soarin thought back. Obviously one of their biggest bonding experiences was flying, but that wasn't doing him any favors these days. Thinking a little harder, he remembered something else. The thought brought a slight smile to his face.

"Growing up, our parents were pretty close. One year, they dragged us and High Winds on a camping trip. I feel like that was the first time we really bonded."

"Then why not try that again? I already know she's free next weekend. We were gonna hang but... I could cancel if you wanted some alone time."

Soarin, shocked, smiled a bit at Dash. "You'd do that for me?"

Rainbow waved a hoof. "'Course! What are friends for?"

The blue maned stallion couldn't help but smile. Rainbow Dash really was a great friend.

"Alright. I'll get something ready for then. For now, we should probably clean this up." The stallion's eyes wandered to the ceiling, ignoring the dough stains on the walls and floor and instead focusing on the glob of batter clinging to the ceiling.

The sticky mass pulsated, holding quite a few concerning things in it, including a rolling pin, a knife, a salt shaker and Tank. Tank's helicopter blade sparked a bit, the batter making it impossible for it to spin. Both ponies stared at the messy goop, observing the slow struggling of the trapped tortoise.

"How did you-?"

"Don't ask."

***

Despite knowing Spitfire was his friend and that she'd be free that weekend, Soarin struggled to actually talk to her. By Friday he still hadn't spoken with her once about the camping trip.

"Why does this feel like when I asked her out? It's not a date." He thought as he glided through the usual flight routines. "Have we really grown so far apart that normal conversation is rare? Is she even going to want to join me for camping? Maybe... She's moved on from me."

The thought made Soarin lose focus at just the wrong time. High Winds turned, expecting Soarin to turn with her, only to slam into him. Winds was able to keep herself from sputtering too much but Soarin was sent flying out of control, crashing into a nearby cumulus.

"Clipper! Get your head out of the clouds!" Spitfire called out from the ground.

Soarin groaned as pulled his head free from the fluffy vapors. Puffs of cloud clogged up his ears until he tapped his temple to free them.

"Sorry about that, Winds. Lost in thought I guess."

High Winds extended a hoof to her brother. He quickly took it. "Yeah. I noticed." The two flew together, making their way back to the group. High Winds gave Soarin a cheeky smile. "Spitfire trouble~?"

Soarin's face lit up a bit. "How did you know?! Did Crash rat me out?"

High Winds giggled and shook her head. "Nah. I can just tell~ You're super easy to read~"

Soarin grumbled a bit at High Winds' words. "Leave it to High Winds to see right through me."

"Good luck, lady killer~" High Winds teased before rushing back to the group, ready to continue the routine.

Soarin raised a brow, but saved that question for later. There was no way he'd get a good chance to talk to Spitfire if he was voted worst flier of the day.

She'd be too busy screaming at him for him to get a word in anyway.

Sadly, Soarin's performance wasn't getting much better as the hours crept by. His mind kept tormenting him, causing more accidents and collisions. By the time they got to the last maneuver, it would be a miracle if Soarin wasn't on mop duty.

But then, just such a miracle came along. For this next maneuver, every Bolt would fly in a circle, getting closer and closer until the whole team was wingtip to wingtip, then they would all click their hooves together and burst out. In an actual show, each member would have a flare to make it look like fireworks.

Soarin trembled as he tried not to mess this trick up too, only to watch as Rainbow Dash closed in too quickly.

Rainbow barreled into Fleetfoot, tangling her up and causing a domino effect to the rest of the team.

Fleetfoot to Misty Fly, Misty Fly to Lightning Streak until almost the whole team was caught up in the pegasus ball. The only reason Soarin wasn't caught was because Dash was right in front of him, giving him the most amount of time to get out of the way.

"CRASH! Are you serious?! You're making fillies in diapers look like elites!" Spitfire exploded into her mic. She growled and kicked the stand over, yelling loud enough she didn't need the megaphone. "If I could put you both on cleaning duty, you and Clipper would be cleaning the whole week!"

Fear welled up in Soarin as he heard that. "No! I can't be here the whole week! Who even knows when Spitfire will be free again?" Luckily, his fears were quelled with her next words.

"Clipper, move along. You're dismissed! I'm going to have a chat with the newbie." She barked before starting to stomp over to Rainbow.

"Spitfire, wait up!" Soarin called out, catching up with her before she could give the discipline of a lifetime.

The yellow and orange mare looked tired, somehow more tired than Soarin did. She turned to her second-in-command and raised an eyebrow. "What is it, Clipper? I already told you, you're off the hook for cleaning duty today. Even if your showing today was atrocious."

"No, it's not about that. See, I was gonna go camping with a buddy of mine this weekend, but he canceled on me last minute. I was wondering if you'd join me instead?" Soarin's story was mostly a lie, but it felt like the only way he could ask Spitfire to join him.

Spitfire cringed a bit. "Camping? Really? Why would you want to go camping with me?"

"For old times sake! Remember that trip when we were foals? Plus, when was the last time we hung out, outside of work?"

Spitfire actually paused and thought for a bit, trying to remember the last time. "Must've been before Rainbow Falls."

"Exactly! So, come on! I'm headed to Winsome Falls, tomorrow. If you're up for it, I'll see you on the trail." With that, the blue maned stallion took off, giving Spitfire a wave. Hopefully, his more loose approach would work. He really didn't want to go on this trip alone.

***

Soarin tapped his hoof impatiently as he scanned the skies for any yellow dots. He stood at the start of the hiking trail to Winsome Falls with a few saddle bags, filled with camping supplies. In all honesty, Soarin was feeling a little nervous. It had been a long time since Soarin last went camping, and if Spitfire didn't show up, he'd probably just pack up and go home.

"15 more minutes. Maybe she's just running late." He thought to himself, even though he'd already been waiting for 45 minutes.

Just on the cusp of turning around and going home, Soarin finally saw a familiar yellow silhouette rapidly approaching. And with only a minute to spare!

The veteran Wonderbolt waved a hoof as Spitfire braced herself for a three point landing, causing the ground to shake a bit.

"You always gotta land like that? Seems a little dramatic to me." Soarin teased.

"I could just turn around and head back, Clipper." Spitfire responded, not missing a beat.

The stallion made a mock pouting face at her old friend. "You wouldn't do that to me, would you~?"

The mare just rolled her amber eyes and walked past Soarin. "None of that. We starting this or not?"

Soarin sighed a bit, feeling a little frustrated with her attitude. "Yeah. I was waiting for you. For one of the fastest ponies around, you sure took your time."

"I had some last minute things to finish up at the base. You could've started without me. I would've caught up."

Soarin practically had to clamp him mouth shut to keep from groaning. "That's not the point, Spitfire! We're supposed to do this together."

"I didn't know if you were coming or not. I didn't want to go in by myself." It wasn't a complete lie, but it definitely wasn't the whole truth either.

"Well, I'm here now. Let's get this over with."

Soarin furrowed his brow, feeling more than a little peeved at Spitfire's choice of words. But he pushed past it and took the lead, plastering a smile on his face.

"Come on! If we don't make it to the halfway point by night we won't reach the falls in time!" Soarin trotted off, forcing Spitfire to do the same if she wanted to keep up.

"S-Soarin! Get back here!" Soarin's childhood friend called from a ways back.

The pale blue coated stallion just kept running, trailing ahead of Spitfire.

He always was faster than her on the ground. As a Wonderbolt, it was never really an advantage that he got to show off. And neither of them were nearly as fast on the ground as they were in the air.

After a bit, Spitfire got fed up with falling behind her colleague. She huffed and unfurled her wings, taking to the air to chase after him.

As soon as she caught up with him, Spitfire tackled the stallion to the ground, pinning him with a frustrated look on her face. "Soarin! What in Tartarus has gotten into you?!"

The pinned pony giggled and broke free from Spitfire's hold. "I'm just having fun, Punt Cake? Remember what that's like?" Spitfire narrowed her eyes at him, making him giggle again. "What? You can have fun with Dash, but not me? Or are you still worried about looking foalish?"

Spitfire's face lit up a bit at that. "How did you-?"

Soarin tapped a hoof on her forehead. "Cause I know you, Spitfire. We've been friends since we were foals and dated for three years."

Spitfire growled a bit. "I thought we agreed never to talk about that again."

"Like anypony is gonna hear us out here." Soarin wanted to continue, but the glare Spitfire was giving him made him reconsider. "I'm just saying we're really close. Only makes sense I know how you think. Or, at least we were close."

Spitfire observed him for a bit, contemplating what to do next. She groaned and raised a hoof to her head.

"Soarin, I'm sorry we've grown apart. It's been a rough couple of years. And I admit I haven't done much to fix it. But I'm here now. I'm here because I want to be close again. I miss when we were friends."

Soarin was actually caught off guard by that. "Did Dash talk to her or... Has she been feeling the same way I have?"

Soarin smirked and wrapped a hoof around Spitfire. "Alright, alright I forgive you. Sorry for giving you a bit of a rough time. Just didn't seem like you really wanted to be here."

Spitfire surprisingly didn't pull from the stallion, instead looking at him with a small smile. "I'm only here cause you asked. If you remembered that trip at all you'd remember I hated every second of it."

"So you're saying you're not a very happy camper~?" Soarin grinned at his pun. Spitfire deadpanned. "Oh come on! You used to laugh at my jokes."

Spitfire rolled her eyes and pulled from Soarin, giving him a playful smirk. "You used to be funnier." Soarin gasped, looking offended. Spitfire just kept trotting down the path. "You said we need to get to the halfway point, right? Let's get moving then, Clipper."

Soarin smirked and followed after Spitfire, a new mission in mind.

***

As the two athletes continued their hike, Soarin kept trying to make Spitfire laugh, to varying levels of failure. Oftentimes his puns would make Spitfire roll her eyes, earn him a light punch to the shoulder or elicit no response. But he wasn't going to give up!

The two passed by a small stream and Soarin got an idea. He glided down to the water's edge and scanned the rippling surface for his target. After failing to see any, he started to make a strange series of ribbits and chirps.

This caught Spitfire's attention enough to make her stop. "Soarin, what are you doing?"

The croaking athlete raised a hoof. "Speaking Morse Toad."

"Morse Toad? Soarin, what kind of non-" Before Spitfire could finish, a small frog hopped out of the water and onto a nearby stone.

Spitfire made a very uncharacteristic squeak upon seeing the little amphibian. Her eyes locked with it as she tried to contain herself.

The mare's second in command stood beside her with a cheeky grin. He reached a hoof down, picking the little frog up. "Wanna hold him~?"

The usually stoic mare's eyes went wide at her friend's offer. She was trying desperately to keep from squealing like a filly. She didn't move at all, outside of her body quivering.

Soarin giggled and set the little frog on Spitfire's head, breaking the damn.

In that moment, the hard faced, mature, Wonderbolt commander reverted into a schoolhouse filly. Spitfire giggled and trotted in place, squealing in excitement. She took the little frog into her hooves and held it close to her face.

"He's so cute! Look at that little face!"

Soarin held a hoof to his mouth to keep from laughing too loud. "Try all you want Spitfire. You haven't changed that much."

The giddy pony lightly nuzzled her cheek against the critter in her grasp, spooking it. A tongue shot out, hitting Spitfire right in the eye. With a yelp, she dropped her amphibious friend, giving him time to swim away. Spitfire called out to him, still holding her eye.

"W-Wait! Come back! Aww ponyfeathers..." It was then that Spitfire noticed the grin on Soarin's face. Her cheeks went red. "You saw nothing. Right, Clipper?" Spitfire had a threatening tone, but Soarin couldn't take her seriously.

"Lips are sealed, Punt Cake." He teased. "Though you might need to keep an eye on me for a bit."

Spitfire huffed and narrowed her eyes at her friend. After a few moments of silence, Soarin broke it with a question.

"Want me to teach you how to do that?"

"...Yes."

***

After a few minutes of croaking to little effect, the two Wonderbolts decided to continue their journey. The trail led them higher up the mountain to a point where the two started to find berry bushes.

While picking berries Soarin deemed as safe, Spitfire found a peculiar looking bug on the branch of a tree. It sat in a web above one of the berry bushes and had a dark green coloration. It had two wings and eight legs, with four red eyes.

Before Spitfire could piece together what type of bug it was, a pale hoof slammed on top of it, making a squish sound. Spitfire shot her gaze to the pony that killed the tiny creature. The stallion had a look of strained anger as he looked to his hoof, then to the concerned Spitfire.

"What? Flyders are invasive." He said, defensively.

Spitfire's next words were slow and ominous. "Soarin. If you know they're invasive, then you should know something else about them."

Soarin looked at her, puzzled for a bit before suddenly catching up. Unfortunately, it was too late.

The sunlight from the treetops suddenly went dark as the air was filled with buzzing. A deep sense of dread filled Soarin as he turned to the growing shadow. The two ponies looked up to see a large swarm of flyders heading their direction. Soarin had a look of horror, while Spitfire glared at the stallion for his rash decision.

"Clipper... you're an idiot."

It was only a matter of seconds before they were engulfed in the swarm. Bites, stings and webs as the ponies struggled against the gale force of bugs. Spitfire tried to fly away but one of the flyders shot a web at her back hoof and connected the web to the ground, killing her momentum.

"I hate spiders! Get the flamethrower! Burn it all to the ground!" Screeched Soarin, doing his best to beat the invading arachnids back with his wings and tail.

"You just HAD to kill the flyder, didn't you Clipper?!" Spitfire screamed, as she tried to squirm free, to no avail. She placed another hoof on the ground to get more balance but a second web glued it to the ground at a weird angle. The trapped pegasus fell on her face with a huff.

Soarin noticed the trouble Spitfire was in and ran to her side. He held her by the back and tried to take off, only to have a web shot at his wings, entangling them together. Soarin fell on top of Spitfire, winding her, before bouncing off and landing on his back, face to face with his annoyed friend.

"Behold. The great Soarin of the Wonderbolts," Spitfire said, in a dry tone.

"I don't see you doing much better!" Before he could even roll back to his hooves, more webs stuck him to the ground.

If Soarin wasn't panicking before, he sure as Tartarus was now. He kept struggling as his breathing got frantic. "No! NO! This is not how I'm dying! Not spiders! Anything but death by spiders!"

The two were lifted up and wrapped together, forcing them to face each other in their webbed cocoon. They were then hung upside down on a branch.

Just when both ponies thought they would meet their end, the swarm... Left? The flyders just flew away, leaving Soarin and Spitfire entangled.

"Why did they leave? Are they not gonna eat us?" Soarin asked, holding out for a glimmer of hope.

"Don't think so. We're not going anywhere and they know it. They're saving us for later."

Soarin's voice raised as he flailed in their cocoon. "Just let me have this lie!"

Spitfire groaned and turned her head as best she could from Soarin. "Why did I ever come out here with you? Every time we're together we just get in trouble."

Soarin's ears drooped as his voice lowered. "I just wanted to spend time with you."

"Well, now we're closer than ever. Are you happy now?" When the orange maned pegasus turned back to Soarin, the look on his face made her freeze.

"What did I do to make you so disappointed in me? I know I'm a bit of a screw up and I crash a lot but... You could say the same about Dash. Why does she get your respect and I just get ignored?" The usual bags under Soarin's eyes looked heavier than ever, and likely felt equally as weighted.

Spitfire found her lips wouldn't move, no matter what she tried.

"We used to be best friends. Like Dash and the Elements. But now, you avoid me for weeks on end. You never even told me why you dumped me..." Tears welled as Soarin remembered that day, just a week before the try-outs at Rainbow Falls. "Was I just not cool enough for you anymore?"

Spitfire was quiet for a bit, considering her words before speaking. "You didn't do anything wrong. I wasn't strong enough."

Soarin stared at her stunned, waiting for her to continue.

"We were already on a downward spiral. Things in Equestria were getting very scary. In just a year, Nightmare Moon and Discord returned, Canterlot was swarmed with Changelings and the Princesses were captured. As the leader of the Wonderbolts, I'm supposed to protect Equestria and I'd already failed 4 times. The dragon in Ponyville was an added insult to injury."

Soarin however, didn't look satisfied. "So you threw yourself into work? You stopped paying attention to me at all. Even back then, I got that things were crazy, but why break things off?"

"I felt like I didn't deserve you. You're always happy or making jokes, helping ponies feel better. I didn't deserve somepony like that." Spitfire spoke somberly, looking more vulnerable than Soarin had ever seen her. "I failed Equestria, and you deserved somepony better. So I broke things off, hoping you'd find somepony else. Somepony that deserved you." Despite a certain level of sincerity, Soarin knew that wasn't the whole truth.

"Bull, Captain. I don't think that's it." He stared deep into Spitfire's eyes, trying to read her as best he could. "This is about her, isn't it?"

Spitfire didn't need to answer for Soarin to know he was right. Her expression said everything.

"Firefly would be disappointed in what the Wonderbolts have become. We haven't stopped even one of the several disasters that have befallen Equestria. If she were still here-"

Soarin lightly kicked Spitfire's leg, preventing her from finishing that sentence. "Stop Spitfire. You can't go comparing yourself to a pony like Firefly. Anypony in your horse shoes would struggle. Even Firefly."

"How can you know that? She was a legend! Firefly had a perfect record for keeping Equestria safe. And even in the face of impossible odds, she never doubted herself."

Spitfire again looked almost afraid, shivering and shaking with anger and frustration, with tears starting to form in her eyes.

Soarin couldn't help but laugh at that childish statement. "Seems like you and Dash have something in common. If you think Firefly never doubted herself, you didn't know her as well as you thought. She wasn't just your mentor, even if you were the favorite."

Soarin thought back to his foalhood mentor. The legendary Firefly took both him and Spitfire under her wing after a race in Cloudsdale. While neither of them won, she saw potential.

Despite starting at a lower skill level than Soarin, Spitfire was quickly outpacing him. Her fiercely competitive nature and ability to pick things up quickly meant he had to work twice as hard just to keep up.

"Legends have doubts all the time, Spitfire."

One night, after a particularly bad practice, Soarin overheard Firefly talking to herself. She wanted to help both pegasi get into the Wonderbolts, but no matter what, she couldn't get through to Soarin. She felt like she failed him.

Soarin thought about another legend in his life, doubting she was even good enough to be in the Wonderbolts, after ruining a show over a silly nickname.

And there was one more legend who was doubting herself. He looked back to Spitfire.

"I can't say who would handle what you've been through better. But what I can say is you are the best pony to lead the Wonderbolts right now. You're already taking steps to improve. Just, let me help too." Soarin smiled as big as he could, hoping to finally see her return it.

At first, Soarin didn't get a response. He deflated, thinking his words fell on deaf ears, but then Spitfire's voice broke the tension.

"That was so sappy Soarin. Thanks. I needed to hear that." A smile spread across Spitfire's muzzle, as well as a single tear.

The quiet moment wouldn't last between them, they still had to escape these webs before the Flyders returned. Unfortunately, their time was up.

"Uh, Spitfire, I think they're coming back." Buzzing followed Soarin's statement. "And they're... Bringing sticks?"

The swarm returned, several flyders carrying branches of varying sizes. The swarm threw the sticks to the ground, just beneath Spitfire and Soarin. A few flyders grabbed a stick and lifted it up before twisting it until a small fire started.

"What are they...?" Spitfire started before the swarm flew towards them.

A large pointed branch was stabbed through the bottom of the web casing. Soarin and Spitfire were relieved to find the wooden spear hadn't stabbed either of them.

Two Y-shaped sticks were placed on either end of the fire and the Soarin and Spitfire skewer was placed on top. With one more flourish from the swarm, a full rotisserie spit was assembled.

"Oh come on! Since when do flyders COOK their food!" Soarin shouted, his rage at the creepy crawlies resurfacing, shaking angrily in his binds.

Spitfire on the other hoof, just got an idea. "Soarin, you remember how I got my cutie mark, right?" She asked with a grin.

Soarin's mind was racing but he thought back to that moment. "The fire hoop? Didn't you... Wait!"

Another bout of panic quickly set in. "Spitfire! What about me?! Those flames will cook me alive!"

"There's a river just behind you. As soon as you can, make a break for it. Then, I'd appreciate another Morse Toad lesson while I get ready."

Soarin wasn't sure what he hated more. Getting set on fire, or distracting a swarm of flyders by himself. But that was better than turning into a rotisserie pegasus. "Alright Spitfire. Just... Be careful."

Spitfire gave Soarin a grin that brought him back to his childhood. The confident grin of a daredevil before life taught her fear. She had this, and he knew it. He just had to trust her leadership.

"I'll signal you when it's time to duck back into the water. But for now, let's light this web up!"

Soarin nodded, Spitfire's determination spreading to him and overshadowing his fear.

With a countdown, both ponies jerked up, destabilizing the spit and sending them crashing into the fire below.

Fire spread up the web in an instant, sending the flyders scurrying in fear. Luckily, Spitfire was on the bottom, meaning the fire started at her back, freeing her wings.

The fire burned at the mare's back but she barely flinched, instead pushing Soarin off her and into the air so he could make a dash for the river. As he flapped his wings to escape, Spitfire fell to the ground, letting the flames envelop her.

Soarin was a lot less fire resistant, but he had just enough time to splash down before he got any serious burns. Once in the water, he looked around for the nearest frog. When he found one, he snatched it up and resurfaced, calling out to the remaining swarm.

"Hey flyders! You're about to become, Dyders!" He gripped the frog's stomach with one wing before pulling on its legs with his other one. The frog's tongue shot out of its mouth and snatched up a flyder before shooting right back to the frog's mouth with a snap.

This got the swarm's attention. They flew at Soarin in the water. He had just enough time to shoot his frog gun again before dipping back under the water. The flyders stopped at the water's surface, unable to follow him below. Soarin popped out of the water further down the river, thinning the swarm's numbers more as he kept them from Spitfire.

Frogs were not the best weapon, so Soarin could only take out two or three flyders before he had to dive back down and reposition.

"I hope this gives you enough time, Spitfire! I can't keep this up forever."

Spitfire's webbing cocoon fully burned away, but Spitfire's coat caught flame. Exactly what she wanted. She shot from the ground, taking to the sky. Spitfire started to spin, dispersing the flames on her body to her wings. After gaining enough height, Spitfire entered a free fall.

She hurtled towards the ground, keeping her eyes on the swarm as her wings grew hotter. When she was close enough to see Soarin, she gave the signal.

Soarin dived down, watching his Captain from the murky water as she came to a stop with a flap of her wings. The roaring flames that had enveloped her wings shot forward in a bout of fire, incinerating the swarm of flyders in an instant. Even if he couldn't see her properly below the water's surface, the submerged stallion couldn't help but admire the stunning display.

"That's the Captain I know."

When the fire passed over him, Soarin swam to the riverside and gave his friend a hearty laugh. "Now THAT was impressive! Just like old times."

Spitfire joined him in laughter as she fluttered to the ground. "I haven't done that in years! Maybe we should do stuff like this more often."

"Yeeeeah, maybe not. I don't think I want to make a habit out of almost getting eaten by spiders." Soarin went to stretch his wings but a jolt of pain went through him. He looked to see a burn mark on his back as he hissed. "Clearly I can't handle fire as well as you."

Spitfire noticed the burn and pulled a medkit from her saddle bags. "Here, let me look at it."

Soarin winced as Spitfire treated his wound, making her shake her head. "Oh don't be such a baby. You'll live."

"I always appreciated your bedside manor." Spitfire shot him a look which made him shut up.

Once Spitfire was done, Soarin couldn't even feel the burn anymore. Soarin gave her an appreciative smile and wiggled his wing.

"Thanks, Spitfire. I don't know what I'd do without you." Soarin took in the sight of Spitfire, mane a mess and still covered in the occasional strand of web. "And I meant what I said back there. You're exactly what the Wonderbolts need right now."

Spitfire met his gaze, taking in his form as well. She couldn't help but shake her head and smile. "I really don't deserve you Soar'. Come on. Let's get to the halfway mark. I could use a good rest." With that, she walked ahead of Soarin, leading the way with a renewed confidence.

Soarin was more than happy to follow her.

***

As Celestia's sun set for the day, Soarin sat by the fire, roasting a marshmallow. Despite how rough today started and the Flyder attack that would haunt his dreams, things with Spitfire were looking better than they had in years.

He looked at her, sitting on a log on the other side of the fire. She looked happy, and even a bit relaxed. Seeing that made him smile like a colt.

Spitfire caught the expression and raised a brow. "What's that look for?"

"It's been a while since I've seen you like this. I'm glad I could get you to smile again." Spitfire's cheeks reddened a bit.

"I forgot how cute her blush was. Wait... Am I-?" Before Soarin could finish his thought, Spitfire asked him a question.

"Soarin, did Rainbow Dash cancel on me so you could ask me to go camping?"

Soarin sputtered for a bit but decided that there was no point in lying to his Captain anymore. He rubbed the back of his mane and nodded.

"Yeah. I told her about how we haven't spent a lot of time together and I was worried we weren't friends anymore. She pretty much immediately suggested I spend time with you instead."

Spitfire shook her head and chuckled. "I had a feeling. She definitely crashed into Fleetfoot on purpose yesterday."

Spitfire paused, turning her gaze toward the fire. Soarin did the same. Something about watching the flames dance about and listening to the crackle of burning sticks always calmed him down.

"You two are pretty close, huh? When are you asking her out?"

Soarin's mind broke. He felt a slight burning on his hoof and realized his marshmallow, and the stick he was holding had caught fire. He quickly dropped the stick and stomped on it to douse the flame.

The stallion's marshmallow wasn't the only thing burning. His cheeks were next as he defensively asked, "H-How did you know?"

"What'd you say earlier today? I know you, Soarin. The way you act around her is the same way you acted before you asked me out."

Soarin sighed softly. "Should've known I couldn't hide something like that from her."

"Can you really blame me? You've seen her. The unparalleled confidence, her skills as a flier, her dedication to her friends. There's so much to admire. How could any pony not fall for her?"

Soarin caught an odd look on Spitfire's face. It almost looked like... Agreement?

"If that's the case, you should ask her out quick. Before somepony else does."

"What does she mean by that?" Though he decided to push that thought aside.

"I don't know. Being friends with her is great too. I don't want to mess that up if she doesn't like me back or if things don't work out." Soarin tried to be as careful with that last sentence as he could.

"She is a great friend. One who can break you out of your shell, even if she barely knows you." There was a certain level of admiration in Spitfire's voice. One that Soarin could tell was similar to his own. "If not for Crash, I definitely wouldn't have joined you on this camping trip."

"Guess we owe our friendship to Dash. Cause I don't think I would've asked you to come here without her either. She's really something, huh?"

Soarin waited for a response but both ponies just sat in silence.

"I get it now. You like her too, don't you Spitfire?" Soarin didn't need to ask her out loud. He didn't even need to hear an answer.

After a minute that felt like it dragged for an hour, Spitfire finally gave him one. "She's very promising. But don't get too caught up in hero worship Soarin. She's just a pony like us."

Soarin nodded, letting out a slight chuckle as he remembered teaching Rainbow that same lesson. Then, Spitfire said something that confused him all over again.

"Besides, I think you're pretty promising too. You both have a lot in common."

And again, Soarin was struck silent, mind trying to piece together everything.

"Spitfire are you coming onto me now? Why?! I thought we were over. Do you still have feelings for me?" Soarin saw the look she was giving. He remembered how he admired her from the river. "Do I... Still have feelings for you...?"

Spitfire stood up from her seat, stretching her wings and letting out a short yawn.

"I'm gonna hit the hay, Soar'. Recommend you put out the fire before doing the same." With that, Spitfire pulled open the flap of her tent and gave a wave before stepping inside.

Now, Soarin was left alone with his thoughts. Confused thoughts of two of his best friends.

"Do I still like Spitfire? I thought I was over her. I am over her, right?" The more he thought about it, the less sure he was.

"And Spitfire, she has to like Dash too, right? There's no way with how she reacted. So why compare me to Rainbow Dash unless she likes us both?" Soarin's head started to hurt.

"I need time to think. I can't make a decision like this without some kind of plan."

Soarin stood up and grabbed a bucket of water. He poured it over the campfire, letting the flames sizzle out before heading towards his tent.

The torn pegasus laid down in his sleeping bag, his mind still racing with thoughts about what to do. Sleep was slow to come, but it eventually overtook him, whisking his thoughts away.

The days to come wouldn't make his decision any easier, but he knew he'd have to make one eventually. The new friend who'd saved him multiple times and helped him mend a broken relationship, or the old flame that made him question if he truly did move on.

Soarin could only hope he would make up his mind, before it was too late.

Author's Note

This chapter... This chapter man. It has given me such a hard time. With losing motivation, to doubting if it's worth putting out to begin with. This one has been rough, somehow more rough than chapter 2. But I'm glad it's done and I hope you enjoy it.

This story was gonna be three chapters and finish, but I found it hard to justify ending it here. So there's gonna be one more chapter baby! Full disclosure, it's gonna be a shorter chapter and I want to do a sequel story to explore the relationships between Soarin, Spitfire and Rainbow Dash. Just want to make sure this story gets the proper bow it needs!
Again, shout-outs to The Fan Without a Face for editing this chapter. Couldn't have got this story done without you. You can check out their channel here: https://www.fimfiction.net/user/224464/The+Fan+Without+a+Face