Forbidden Feelings

by heidi666

Rating: mature
Tags: Scootaloo, Sex, My Little Pony: Friendship is Magic, Romance, Rainbow Dash
Length: 14470

Rainbow Dash sees Scootaloo walking alone in the rain and decides to put her up for the night. Who knows what might come out of this encounter...

While Scootaloo is walking alone in the rain, Rainbow Dash sees her and decides to put her up for the night. Emotional journeys and discoveries await for the both of them, with perhaps the start of a budding relationship.

Published 2012-12-13 10:50:01 UTC
Last updated 2013-02-21 23:46:55 UTC

Chapter One

Rainbow Dash was flying over Ponyville, shifting the final few clouds over for a regularly scheduled thunderstorm. The other pegasi who were supposed to be on weather duty had failed to turn up due to a cold that was making the rounds, so it was just her. Not that she minded in the slightest – rocketing through the skies was her favourite pastime after all, and it was excellent practice for her lofty goal of getting into the Wonderbolts.

It was late afternoon, and everything was closing up for the day. She waved to a few ponies down below as she soared over the market, putting the finishing touches to the cloud cover. All she had to do was wait until the ponies had cleared the market and then kick off the storm, after which it would more or less take care of itself, so she pulled up a half-grey cloud and let herself relax upon it. As she watched the ponies below packing everything away, she noticed the little foals at the schoolhouse running out followed by an exasperated-looking Cheerilee.

She half-smiled, and though she’d never tell a living soul she kind of envied her friends Applejack and Rarity for having little sisters. When they’d meet up, Dash would always have to suffer through the constant moans of how Sweetie Belle was cramping Rarity’s creativity or how Applebloom was holding up harvest season with all her antics, but she could tell that deep down they both loved their sisters very much. Dash recalled her less than happy childhood: a bum of a mother who quite frankly saw her as a waste of space and an ex-Wonderbolt reserve father who perhaps cared for her too much, always pushing her harder and harder. Being an only child made things even worse as he heaped all of his already high expectations onto Rainbow.

It was from him that she inherited her obsession with flying but when he finally convinced Rainbow to try out for his old outfit she just couldn’t handle the pressure. He’d built up a whole choreographed scene that he was sure would wow the judges and the crowd at the biennial tryouts, and they’d practised and practised for weeks beforehand...

“Now Rainbow, remember that the Wonderbolts are the best flying team in all of Equestria! Surely you want to get into the best, don't you? Lets try these moves again...”

And Rainbow would do her Super-speed Strut and her Buccaneer Blaze moves over and over again until her father was happy, or as close to happy as he would ever be. The day before the tryouts she even pushed herself beyond her father's expectations and managed a Sonic Rainboom as she was diving down for her Filly Flash – she was so proud that she'd even managed to wow her father!

“Rainbow Dash, that was... amazing! Very few ponies have ever, and I mean ever, managed a Sonic Rainboom!” He managed to stammer out of his wide-open mouth. Her sense of satisfaction soon vanished as he started to mutter to himself, deep in thought. Finally he turned to her and said “Rainbow, if you can do it once, you can do it again – we absolutely must put this into the routine, the Wonderbolts will take you in on the spot! This is what we'll do now...”

She then had to sit through her father eagerly re-working the whole routine for two hours – it finished of course with the elusive Sonic Rainboom. Dash finally piped up at this point, and in a small voice complained, “But Dad, I don't even know how I did it, I just thought about making you proud and going faster and faster and it just sort of...happened!”

“Nonsense Rainbow, all you have to do is believe in yourself and you'll be able to do it no problem. I trust you.” He flashed her a winning smile and they flew home together, with Dash slightly reassured.

The next day, they trotted over the clouds to the arena. After waiting for what seemed like ages at the registration desk, Dash was waved through. The usher however stood in front of her father with an apologetic look on his face. “Sorry sir, only contenders in this area. You may of course have one of the premier seats we reserved for the relatives in the arena.”

Rainbow ran back tugging at the usher's leg, “Aw please sir, let my dad through! I need him with me!” The usher didn't even glance at her as he said, “Sorry kiddo, you're on your own for now.” Her father gave as best of a smile as he could as he reassured her, “Don't worry Rainbow, I'll be right in front of the entrance. I'll be the first person you see – just concentrate on me and you'll be fine,” and he walked away to the spectator's entrance.

When it was Dash's turn in the arena he was the first to cheer as her name was announced over the megaphones. As the crowd waited for her to come out he kept going with the rest of them. They kept waiting for Dash to make her entrance, but soon he was the only one left. Eventually even he stopped when the rest of the pegasi turned and started to give him odd looks. He turned around and left the arena with his head hung low as the next young contender flew out in a dazzling display when his name was called.

When the event was over he was finally allowed into the contenders' area by a highly annoyed usher. He wandered for about half an hour until he found Dash shaking in a corner, muttering to herself. “I thought I brought you up better than this,” he said coldly to her. “You shamed not only yourself today but your family as well. Do you have any idea how I felt when everyone turned on me and I was the only one cheering for you?” Dash could only gaze back at him with tear-filled eyes and a quivering lip. She could hardly recognise the pegasus in front of her – there was no solace in her father’s eyes, but only contempt. “Don’t bother coming home tonight. I’m sure you have friends you can stay with,” he practically spat at her as he turned on his hooves and trotted away without a look back.

Of course, she didn’t have any friends in Cloudsdale. All her time had been spent practising her daring tricks and racing, leaving her with precious little time to socialise. She finally picked herself up off the cloud-floor once her father had left, and she flew shakingly to the outskirts of Cloudsdale where she cried herself to a dreamless sleep on a fluffy white cloud.

The next morning she'd woken up with a fiery determination in her mind. She would get into the Wonderbolts, but on her own two wings and no-one else’s. So she practically jetted back to the house and hammered on the cloud door. Not that it made much noise of course, but eventually her mother came to open it.

“Oh, it’s you. I was wondering when you’d show your useless face again. Go apologise to your father, he’s still upset from yesterday.” Rainbow gulped at this show of indifference, but decided to plow on.

“You know pegasi leave their family when they’re ready? Well, I’m ready. So I don’t need you any more. I’m going to make my own way from now on!” She proudly announced to her mother, whose blasé expression remained unchanged. In fact, her normally flat mouth slowly started to curve upwards into a sneer.

“Oh that’s right is it? Look at you. You have no job. You have no home. You have no confidence! Don’t make me laugh and get upstairs right now young filly.” Rainbow Dash turned right round and launched off not looking back once. Her mother just raised an eyebrow and shut the door thinking that her father would be only slightly more disappointed than she was – which wasn’t very much anyway. They'd raised their child until she declared her independence, so really what Dash did now was out of their hands. Meanwhile Dash was making her way at full speed to the Cloudsdale jobcentre, trying desperately to suppress her tears.

She wiped a tear and her smile back up on her grey cloud returned as she wistfully remembered how she found an apprenticeship to the captain of the Ponyville weather team, eventually inheriting the house and making it to that position herself.

Her train of thought suddenly got derailed as she noticed the marketplace was completely empty and it was past time for her to start the storm. She cursed her trip down memory lane as she zipped back up through the grey clouds and started jumping up and down on them, starting the lightning chain reaction that would power the storm after she’d gone back home. Once she was satisfied that it was pouring and that there was enough lightning in the clouds to keep the storm going, she decided to fly off home for a well-deserved night’s sleep.

Dipping below the whiter clouds for a quick shower, she noticed a certain orange filly with purple hair squelching back in the mud from Sweet Apple Acres. Surprised to see Scootaloo out under the downpour she swooped down, coming to land in front of her. She was even more surprised to see her barely acknowledge Dash’s existence – normally the filly was ecstatic to be around her idol. Dash nudged her, “Hey Scoots, why under the rain?”

“S-s-sor-ry Dash, I g-guess I forgot about the s-storm...” Dash's heart almost broke at how downtrodden Scootaloo's voice sounded. She continued listening as the filly explained how she was visiting her friends at the CMC clubhouse and walked home, the storm only starting once she was halfway back. Rainbow noticed Scoots' legs shaking and her teeth chattering and interrupted her tale - “Hey kid, you’re in no condition to walk home on your own. C’mon, jump up and I’ll put you up for the night.” Relieved to see Scoots finally put up a smile, she bent down, let her clamber on and took off to her home in the skies.

She pretended not to notice as the filly hugged her tightly, buried her face in her neck, and mumbled to herself so quietly as to be almost inaudible, “Love you Rainbow Dash…”

Chapter Two

Rainbow herself began to get cold as she felt her body heat slowly start to seep into the freezing filly she had clutching tightly to her back. There was also the wind whipping round them to consider, but her years of weather experience told her to get a move on and escape the rainy storm as soon as possible – so she pushed herself upwards even harder.

Eventually she plunged head-first into a grey cloud and couldn't resist letting out a whoop of joy afterward as she finally broke through into the weakening sunlight. She turned her head and saw that Scoots still looked absolutely chilled to the bone, but this time she slowed down in the sun to give herself a rest. After all, the poor filly wasn't exactly a featherweight!

Dash continued making her way to her cloud home and after only a couple of minutes gently touched down on the specially put together landing cloud. She bent down so Scootaloo could get off and the filly managed to stammer through her chattering teeth, “W-wow Rainbow, this house is a-amazing! H-how...”

The older pegasus interrupted quickly: “That's a long story Scoots, I don't really want to talk about it right now,” and in a more upbeat tone continued “Besides, we both need to warm up, don'tcha think kid?”

The little filly nodded eagerly as they both trotted into the much warmer house. Rainbow led her upstairs and into the bathroom, showed her the cloud shower and said “Go ahead, you're much colder than me – towels are over there and I'll just be outside, okay?” She stepped outside as Scootaloo nodded slowly.

Not one minute later she heard a voice calling, and sighing to herself made her way into the bathroom again. “Hey kid, what's up? Problems?” Her heart cracked as she saw the poor filly turn to her with tears streaking from her eyes.

“I've never used one of these before... I'm so useless I can't even turn on a bucking shower!” she cried.

Dash rushed to Scootaloo's side and bent down to hug her. “It's okay kid, don't worry. I'll show you how.”

She stepped in to the shower, hugged Scootaloo and turned the shower on for her. As she turned to leave, she felt a hoof tugging on her.

“Please don't leave...”

Dash was torn. The filly was obviously distraught and needed comfort, but she already felt slightly uncomfortable being in such an intimate position with one so young. She stood there for a couple of seconds trying to make up her mind, but it was Scootaloo's big puppy-dog eyes that finally won her over. She had to put aside her personal feelings for the good of the shaking filly in with her.

As she started soaping Scootaloo and herself down she started musing on her lack of intimate relationships. Dash had never really been intimate with anyone – at least, not in any serious way. Sure, she'd had her silly one-night stands with colleagues on the weather team, but the awkwardness next day meant it was never worth it. In the long run she found it easier to pleasure herself, and had actually bought a wide selection of toys for that very purpose. Discreetly of course, she couldn't bear what people would think of her if they knew!

Suddenly she was brought back to reality as Scootaloo turned around under her ministrations, innocently raising her tail. As a result, her slit was positioned directly in front of Dash's face. Luckily, she'd almost finished soaping them up, so she quickly turned to put the sponge she'd been using away and adjusted the shower for more water. She rinsed them both down and then got two huge fluffy bathrobes for the both of them. As they we're shaking themselves in the bathroom drying off, Dash felt the little filly hugging her.

“Thanks Dash. You're the best.”

“Aw, it's OK kiddo. C'mon, you must be hungry.”

They both went into the living room and Scootaloo threw herself on the sofa, letting out a big groan as she sank into it. Dash smiled as she heard a muffled version of “This sofa's awesome” come from the filly. Her sofa was one of the first luxuries she allowed herself after she'd moved into the cloud house. As she went into the kitchen she shouted out:

“So what do you want for dinner?”

“Whatever, Dash! I know it'll be fantastic.” came back the enthusiastic reply.

She chuckled while taking out her pots and switching on the cooker. Her culinary skills were one of the few things that she didn't consider awesome about herself, but there was no need for Scootaloo to know that! Dash thought she'd stick to something she knew already, simple but delicious – pasta. She put the water on the boil, chucked some salt in and started slicing tomatoes to make the sauce. She then finely chopped some onions and put them in a smaller pot together with some garlic. Only a couple of minutes a delicious smell filled the air and Scootaloo wandered in.

“Wow Dash, that's amazing! Where did you learn to cook like that?”

“Well kid, it's actually one of the few things my dad taught me to do...”

Her voice caught in her throat and she had to turn back to the cooker so the filly wouldn't see the sadness etched into her face.

“You okay Dash?” came an uncertain voice.

Without turning back to face her, she managed to control her voice and stammered: “S-sure kid, I'm fine. Just let me finish this and I'll be over in ten minutes or so.”

Dash started to slide the chopped tomatoes into the pot with the garlic, and as the water had just started to boil she poured the pasta into the bigger pot. As she stirred the pasta and sauce occasionally, she thought for a while about her father. Before her falling-out over the disastrous Wonderbolts audition, he'd always pushed her to do her best in everything, even cooking.

Besides, he was very old-fashioned in some respects: he thought all women should be able to do all the housework, cooking, cleaning etc. So he grilled her in the kitchen as well as the flying practise area. She never really showed any particular aptitude for cooking though, hence her being stuck at pasta. But he kept at it, making her cook meal after meal until he thought it was passable. Finally her mother stepped in and had a big argument with her father, horrified at the quality of the dinners coming out of the kitchen. He stepped down his cooking training after that.

She smiled wistfully as she stirred some basil into the sauce. At least she made him happy once or twice with this dish. Knowing him, it had to be very good indeed.

“Yo Scoots, it's ready!” she yelled. As the filly came running into the kitchen, Dash strained the pasta and served up two big bowls, pouring on the sauce as well. “Hope ya like it kiddo.”

They went next door, bowls in hooves, and sat down at the dining table. For a few minutes, not a sound but chomping was heard from the both of them – Dash really had outdone herself this time. The silence was broken however with Scootaloo saying in a small voice “You weren't really okay earlier, were you Rainbow?”

Rainbow sighed as she muttered “Guess not, kid.” She knew from various town gossip that Scootaloo didn't exactly have an easy upbringing either – maybe they could help each other? She felt a great sense of relief as she started to tell the filly her story from the beginning about her overbearing, pushy father and her bored, distant mother. Halfway through she was surprised by the filly's interruption, “You were lucky...”

Dash could only muster up a few incoherent sounds of disbelief in response.

“At least you had parents. Maybe they didn't care that much for you, but at least they were there. I didn't have anyone. You know what my first memory was? Crying into my pillow at the orphanage. That's right, my parents just upped and dumped me here even before I could fly. And that's saying something, cause even Pound Cake can fly and he's only one month old!” She almost screamed the last bit, and was breathing heavily.

“Aww Scoots, I'm so sorry. Come 'ere, you.” Dash enveloped Scoots in a giant hug, and kept hugging her as she began to quietly sob. “Let's go to bed.”

Chapter Three

Rainbow had planned to put Scootaloo in the guest bedroom, which was always ready for any such eventuality, but after seeing the state of the filly didn't have the heart to leave her alone that night. As they went into Dash's huge room, the smaller pony looked up and whimpered,

“S-so where am I going to sleep tonight?”

“Er... yeah, sorry kiddo, but my spare bedroom is a complete mess. So I was thinking you could sleep with me tonight?”

Dash warmed at the sight of a small smile appearing on Scootaloo's face.

“Sure, I'd love to, Rainbow.”

They both clambered onto the bed and Dash put one foreleg over Scootaloo, drawing her nearer. She rarely got to play the big spoon in her previous amorous encounters. Five minutes later and the filly was snoring softly. Rainbow Dash looked at the mesmerising sight of the filly's chest moving up and down, and involuntarily her thoughts drifted back to earlier that day in the shower. When Scootaloo had inadvertently presented herself to Dash, she'd reacted by instinct: she shouldn't be looking at the private parts of one so young, and yet, thinking back she felt a frisson of excitement run down her spine.

Yes, the more she thought about it, the more exciting she found the idea of teaching a little filly the ways of adult fun – whispering sweet nothings into her ear while gently coaxing her to her first, most powerful orgasm, then holding her as she came slowly shivering down from the most pleasurable experience of her life, but that would be just the start!

As Rainbow fantasised graphically about the adventures she and the little filly sleeping next to her would have, she rolled over to face away from Scootaloo and lowered a hoof to her cunt, rubbing gently so as not to wake her guest.

She would talk dirty to Scootaloo, teach her all about her own body, explain what her myriad of toys were and how to use them of herself, and Dash too – they would pleasure each other for hours on end, a union of matted fur against matted fur as they threshed against one another, shuddering towards a shared moment of pure bliss.

Rainbow was dimly aware through her vision of hedonistic paradise that her juices were starting to pool on the bed. Ordinarily, this wouldn't be a problem as next morning she would nip out with her cloud and sneakily exchange it for another one, with the added amusement of knowing that perhaps a few days later some unfortunate pony would be drenched in more than just rainwater, but that wasn't an option this time.

She forced herself to get up and dash over to the bathroom, where she lay down and attempted to re-immerse herself in her fantasies, rubbing away furiously. As she got closer and closer to her peak, she couldn't help letting out a small whimper from the almost unbearable jolts of pure bliss coming from her spasming hoof. The sudden rush of adrenaline from her fear that she might be discovered pushed her over the edge, and her mind exploded into nothingness.

Dash lay on her bathroom floor almost catatonically, subsumed by the throes of her orgasm. It took her almost a full minute before she could muster enough brainpower to drag herself along the cloud-floor, stagger shakily up and give herself a rudimentary cleaning. Spent from her recent exertion, Rainbow trod softly back into her huge bedroom and felt a curious mixture of regret and guilt as she gazed upon the filly, who was still sleeping soundly on the bed.

Her rational mind was screaming at her that what she'd done was undeniably wrong – how could she even think of Scootaloo as a sexual object? Dash blushed as she padded over to the bed and gently laid down next to the filly she'd just gotten off to. As sleep slowly overcame her, she resolved that Scoots would never know what had just happened, for her own good.

It seemed like only a few minutes later that the sun was streaming in her eyes. Groaning, she dragged herself out of bed to face the morning light. She turned round to see that Scootaloo was still sleeping like a log, spreadeagled on top of Dash's cutiemark covers. Smiling, she made her way into the bathroom, where she closed the door and ran herself an invigorating chilly shower. Towelling herself off, she then put on a bathrobe and went back out through her bedroom to the kitchen. She'd make another thing she was somewhat good at – pancakes.

She trotted into the kitchen and started to get things ready. Making pancakes was a delicate art – the batter had to be just right, too thin and the pancakes wouldn't cook well and she wouldn't be able to flip them, too thick and they would be stodgy and frankly disgusting. She'd learnt all this the hard way through experience! Dash methodically made her way through the motions of mixing the batter, pouring it slowly into the pan, flipping the pancakes and finally plating up until she had two fairly decent-sized plates of steaming food in front of her. At this point she decided to go and wake her young guest up.

She entered her bedroom only to smile when she realised that Scootaloo had made her way into the bathroom and was having a shower on her own. She decided it was a sign that the filly was feeling better, and turned back to drizzle honey all over their huge breakfast in anticipation of Scoots finishing her morning wash.

A couple of minutes later Scootaloo waddled into the kitchen, and Rainbow couldn't help but burst into laughter as she saw her struggling to move within the vast swathe of cloth that was enveloping her.

“Hahahahaha, oh come here kid, I'll fix you up.”

Scootaloo squirmed as Dash pulled the hood of her spare bathrobe over her head and pushed the fabric up her legs. She still looked ridiculous, but at least she could move. Her eyes lit up as she beheld the wonder that was breakfast, and her mouth hung open in naked anticipation.

Rainbow chuckled at the foal-like display on wonder as she brought the two plates over to the table.

“Aw man, you are the BEST, Rainbow Dash. We never get to have this kind of stuff in the orphanage!”

Rainbow's smile vanished faster from her face than she could fly.

“It's ok... I'm used to it by now. I've lived in an orphanage all my life, remember? Don't worry about it. I'm starving!”

They both dug into the veritable feast that was in front of them and in only five minutes both their plates were squeaky clean, after they'd gone so far as to lick the honey off the plate once all the pancakes were gone. After they had sat contentedly in silence for a few moments, Dash picked up both plates and carried them off to the kitchen to start washing them. Scoots trod in behind her.

“Can I help with the cleaning up? I want to pay you back for those delicious pancakes.”

“Look kid, you don't have to 'pay me back' at all. It's my pleasure, honestly.”

“Well alright then Rainbow Dash...” Scootaloo mumbled while looking down at the floor.

Rainbow looked over to the little filly. “Something wrong?”

“Not really, it's just that you know last night when I was sleeping in your bed?”

The older mare almost dropped the plate she was washing as a chill swept through her, colder than any morning shower.

“You know I've always admired you, Rainbow. You're awesome! You're faster than any other pony, you work so hard for our weather, and you make amazing pancakes. I think you're the bestest mare ever in Ponyville!”

Dash's voice was unsteady as she replied, “H-heh, I know kid. What's your point?”

“I know what you did...” the little filly squeaked out.

Chapter Four

“I-I've got no idea what you're talking about,” Dash managed to get out through gritted teeth forming a false smile.

“Oh come on Rainbow. I'm a light sleeper, I know exactly what you were doing. You were touching yourself, weren't you?”

“Er, you're not really supposed to know about that sort of thing, kiddo.”

“I know, I know, I'm just a little innocent filly who doesn't know anything about the big bad world – or I would be had I grown up in a proper family with a mum and a dad who cared for me. But I grew up in an orphanage. I've seen this sort of thing plenty of times...”

“And did you do anything like that to yourself?”

“No, I'm still only little, remember? Plus I wanted to save my first times with someone special...“

Scootaloo took a deep breath. “Someone like you.”

Rainbow managed to get out a “WHAT??” before her mouth dried up completely. She stood rooted in place as the little filly came slowly closer.

“I've always thought you were awesome, Rainbow. And you obviously feel the same way!”

“H-hah, no! You're just a kid, a-and besides, I only like colts!”

“If you really felt that way you wouldn't have been touching yourself next to me last night - I even heard your moaning from the bathroom. Plus when you went to cook this morning I checked the other bedroom. It's spotless. Guess you just wanted to sleep with me, didn't you?”

“No, of course not, kid! It's just you were so distraught from last night, and I couldn't bear to leave you alone... I wanted to comfort you.”

“And then you got off with me next to you.”

Rainbow gulped, her rictus smile still in place. Couldn't really argue in any way with that – she'd been had fair and square. Scootaloo came slowly closer and closer until she was almost whispering into her ear, “Don't worry Rainbow, you're awesome, remember? I've always thought that. Can you teach me?”

“Oh Celestia, I dunno kid. What I did yesterday was wrong. I shouldn't have done it at all. You don't really know what you truly feel or want at your age, and I don't want to feel this way in the first place. You'd be better off forgetting what happened last night.”

“Oh.” Scootaloo looked down with a forlorn expression on her face. Then a mischievous smile slowly crept on and she continued, “I guess I might have to tell Cheerilee what happened here then. I'm sure she wouldn't be too pleased.”

“A-are you blackmailing me?!”

“What? Me? Blackmailing you? No, of course not! I'm just... giving you a little nudge in the right direction.”

Rainbow felt the emotional walls she'd been building all of last night come crumbling down. She took a deep sigh. “Fine, kid. You win. But you can't tell anyone about this, ever. Get it? Anyone. Even Apple Bloom and Sweetie Belle.”

Scootaloo in a flash went back to the happy filly that Rainbow Dash knew her as, jumping about the kitchen they were in while waving her little legs in the air. “Yes! Yes! Yes! Oh I knew it Rainbow Dash, you're the BEST!”

“Ok, ok, kid. Lets go to the bedroom.”

Dash was momentarily surprised at the lack of sonic rainboom produced by the filly, judging by the speed with which she'd dashed ahead into the other room. She followed, only to see Scootaloo jumping up and down on the bed in excitement.

“You're gonna have to calm down for this, Scoots.”

Immediately Scoots stopped and looked at Dash with big expectant eyes. Rainbow brushed past her as she hopped on to the bed and sat up with her legs spread.

“C'mere,” Dash beckoned.

Scoots clambered round and sat down in front of Dash.

“Oh no, not like that. Let me show you.”

Dash took Scootaloo by the waist, and hefted her up and around, pulling her close. Then with one hoof, she slowly parted the filly's legs. Resting her head on Scoots' shoulders, she lowered her hoof down to the little slit in front of her.

“This,” she whispered while gently prodding at it, “is your clit.”

Scootaloo's gentle whimper was music to Dash's ears. This was what she had been fantasising about the night before! She kept slowly rubbing her hoof in small circles around the filly's little clit.

“This is what I was doing to myself yesterday, kiddo. It's a mare's 'fun button'. It feels fantastic, doesn't it?”

The filly could only muster an incoherent mumble of pleasure. Dash felt herself getting slightly wet too, but forced herself to concentrate solely on the other pony. This was her first time and she was determined to make it special. As she slowly graduated from small circles to bigger rubbing, Scootaloo's whimpers got louder.

“C'mon kid, one of the advantages of living in a cloud is there's no neighbours. I wanna hear you scream.”

Scootaloo started spasming gently and moaning in response to Rainbow's ministrations, arching her back and pushing her hips forward every time the cyan hoof made another pass. The older mare in turn sped up her hoof and pushed down gently.

“Oh Rainbow... ooh! You know I – ahh – love you...”

Dash could feel the filly was getting close, and responded by pushing her hoof into overdrive. Finally she was rewarded by a high, keening scream as Scootaloo tensed up and had her first orgasm.

Rainbow slowed down and fell back down onto the soft cloud covers, taking the still shivering Scootaloo with her and enveloping her in a giant hug.

“So how was your first time, Scoots?”

Scootaloo took a while to respond, then slowly shifted round, laid her head down on Dash's chest and hugged her too. “Fantastic... I never knew you could feel this way.”

Rainbow raised an eyebrow as Scootaloo started squirming around, “What's up kid?”

“I'm all sticky down there!”

Dash burst into laughter as the filly glared at her.

“Ahahaha, don't worry about it kid. That's good for us mares. The wetter, the better!”

After giving Scootaloo a sly little wink, she got up off the bed.

“Wha-huh? Where are you going?”

“Weren't you all sticky? I am too, so I'm having another shower. Wanna join me?”

“You bet I do!”

They stepped into the bathroom together and Dash switched on the shower, re-soaping them both up. Then, once they'd washed all the soap and their juices away and dried, they set out to face the day.

Chapter Five

“So... what d'ya want to do today? Don't you have school or something?”

Scootaloo snickered, “Don't be silly Rainbow! It's Saturday – I always go to our little clubhouse on Friday evenings.”

“Duh, I kinda forgot about school. It's been ages, heh. I could take you back to the clubhouse if you want to play with your friends?”

“Nah, Apple Bloom's busy with her big sister, something to do with apples. And Sweetie Belle's probably gonna be holed up in that big boutique with Rarity, helping her make dresses or something. I guess it's just you and me, if that's ok with you,” she finished, looking up at Dash with a winning smile.

“I'd love that kid, I got nothing to do today anyway. Let's do what you want.”

Scootaloo paused, “Here's what we could do! Tell me a story!”

“Hmm. I would,” Rainbow said, momentarily taken aback, “but I don't really know any good stories... My parents didn't really go in for that sort of thing.”

“Oh, ok. How about you tell me a story about yourself?”

“But I already told you yesterday about my parents...”

“Tell me about your home! It's so big!”

Rainbow gave a deep sigh. She'd tried to skip over the topic yesterday, but there were no convenient excuses to get out of this one. Nor could she just clam up with the excuse of a traumatic past: her childhood seemed like a walk in the park compared to what Scootaloo must have been through.

She walked into the living room, plonked herself down on the sofa and waited for her young guest to follow before beginning her tale.

***

She'd arrived at the Cloudsdale jobcentre with her tears just about under control. Joining the queue, she had to wait a good 2 hours before someone could see her. What greeted the grizzled old pegasus assigned to meet her must have been a pitiful sight – a small cyan mare with rainbow hair, just about of age, with bloodshot cerise eyes, hooves brought up to her head and shaking slightly.

He'd seen this too many times to count: young pegasi who'd just declared their independence without actually being fully independent. As he made his way over to the mare, he shook his head in dismay. This was one of the shittier parts of his job.

He sat down heavily in front of her. “Right, kiddo. Let's hear it.”

The apparent indifference that the jobcentre employee was showing her managed to get through her fragile emotional barriers, and Dash started weeping openly. The employee got up and fetched her a wad of tissues. Not a single other pegasus in the building seemed to care about the distraught mare he was tending to. They'd seen it all a hundred times and more besides.

The male pegasus returned and handed the tissues to Dash, who slowly stopped crying, wiped her snout and made a visible effort to control herself. “You gotta tell me what happened, kiddo, or I can't help you. Make an effort. My name's Thunder Flash,” he proffered with a smile.

“Th-thanks Thunder Flash,” she said turning up the corners of her mouth.

He guessed that was the closest he was getting to a smile at this stage, and sat back while Rainbow slowly got through her tale with a halting, jerky voice. Although the years of dealing with similar cases had inured him to the harsh stories of pegasi growing up in broken homes, he couldn't help but feel a twinge of sympathy at the harshness of her situation. Her father obviously couldn't get over his own pride, a common symptom in those who'd almost, but never quite reached their aspirations in life and so thought they could live them out through their foals: not to this degree, though.

As Rainbow finally got to the part where she literally ran away from home towards the jobcentre, he gave a sigh and sat up in his chair. “Listen kid, that really isn't how the system is supposed to work. You're supposed to live with your parents, gain from their experience, find a job and once you have the skills and financial foundation necessary to live on your own, finally declare your independence.”

“Great. Thanks for the inspiration there, Thunder Flash. Really helpful,” she deadpanned, looking straight at him. She knew she could never go back – independence, once declared, was final by pegasus tradition.

As she stared at him, something triggered in Thunder Flash. This mare wasn't like the others. She had a certain... grit about her. Yes, a determination that he rarely saw in those who came to him. So many were listless, resigned to their fate of finding a shitty job, perhaps a deputy assistant janitor in a primary school, or a vice sewer maintenance worker, third class. He decided to push her further.

“So. You're here, at least. Tell me what you'd like to do in life.”

“Hah. That's easy! I'm going to become captain of the Wonderbolts!” she exclaimed proudly.

Thunder Flash burst out laughing, but quickly had to bite it back when he saw the murderous look she was launching at him. He composed himself, then said, ”No need for all those daggers you're launching at me, kid. Understand this. Most pegasi who come here do so in utter despair. They haven't the faintest idea even of what they could do, let alone a clear idea of what to achieve. You caught me off guard, is all. I respect your gumption.”

He paused, then went on. “I guess you like flying, then.”

“Oh Celestia, do I ever! I'm awesome at it, I can do so many tricks it would make your head spin!”

“Quite. Anyway, I might have a job for you.” He shook his head at the excitement of the mare in front of him. “It's not gonna be that easy, kid. The head of the weather team in a small town called Ponyville is getting old, and he needs an apprentice. He's got high standards though: you've got to be an excellent flier, determined, and above all, committed. Plenty of pegasi older than you got rejected, but I think you're different. I see that spark in your eyes, I think you've got a real chance at this.”

Rainbow looked down at the floor, disconsolate. “Weather? But...”

In a harsh tone, Thunder Flash interrupted: “You think you have other options kid? You're free to walk out at any time. Don't be ungrateful. But, despite your disdain, it's not so insignificant as you might think. Weather is a serious job. It plays with ponies' livelihoods and even their very lives. It might not be as glamorous as the Wonderbolts, but if fields and trees aren't watered, ponies don't eat. If lightning isn't controlled, ponies die. It's a highly skilled job, and you'll get to do plenty of flying, shifting clouds around and making storms.”

Dash looked back up at him. “Heh, I guess you're right. I never thought of it that way.”

Thunder Flash rolled his eyes. “Yeah, the ignorance of youth. Plus I used to do the weather many years ago, if you couldn't tell by my name,” he winked with a chuckle. “I'll go off and get you the details.”

Leaving Rainbow Dash sat down, he trotted off to the back of the building, presumably where the offices lay. As she waited, she started thinking about the conversation she'd just had. It's true that weather wasn't exactly what she had been aiming for... then again, she didn't really know what she was aiming for in the first place. And the way Thunder Flash had explained it, it did have a certain attractiveness to it...

She was lost in a fantasy of frolicking through fluffy white clouds as the older pegasus came back with a few sheets of paper. “Head in the clouds, eh?” he cracked. “Ohohoho, that one never gets old.” Smiling back at the first true smile that he'd seen that day, he gave her the paper. “Good luck,” he said, shaking her hoof firmly. They both stood up, and as Rainbow walked out of the jobcentre with a newfound pep in her steps, Thunder Flash gazed out at her wistfully - the days were few and far between when he felt like he'd made a real difference in some poor pegasi's life. As the door closed behind the cyan mare, he turned back to the roomful of desperate ponies. Time to get back to work.

***

Rainbow Dash paused, choking on the words. “I just realised, I... I never went back to thank him! He was the one who allowed me to get my life back on track, and I never even went back to say thanks... Oh Celestia, I'm a horrible mare.”

Scootaloo's gaze was sympathetic, albeit uncomprehending. “I don't get it. What's stopping you from going now?”

Dash looked up with the same determination she'd shown all those years back at the jobcentre. “You're right... nothing. Let's go!”

Chapter Six

Springing up from her seat, Rainbow Dash strode towards the back of the house with her young guest worriedly in tow. She stood before a rather large door on which she pushed with all her weight, and entered.

Scootaloo stood stock still as Rainbow started rummaging through the room. It was filled to the brim with household paraphernalia, old furniture, stacks and stacks of old weather reports and what looked like some sort of scientific journal on the weather, but most impressively trophies. They glinted from just about every corner of the sizeable room, some lying neatly in rows on shelves but most of them peeking out of various holes between the other clutter.

She was still looking around herself with her jaw open when Dash came back, covered in a light coating of dust, grasping an old piece of fabric. She couldn't help but notice the grim look of determination on the mare's face as she swept by her, making a motion with her hoof that Scoots should follow.

“Er, Dash, that was amazing! What was that room? You had so many trophies! So much stuff! How did -”

She was cut off rather abruptly as they reached the main room again and Dash turned to face the filly while untangling the fabric with her hooves.

“Almost all of it isn't mine, it belongs to the previous owner of this house. I was going to get to all that later, but I just reminded myself of Thunder Flash. He was pretty old when he helped me out all those years ago... I gotta go see him now, or I'm going to feel horrible until I do.”

“W-wait, Rainbow, you mean now now? Cause when I said 'what's stopping you from going now?' I didn't actually mean right-this-moment now and... Hey, are you going to leave me here? At least get me down to Ponyville!”

Rainbow bent down with a smile on her face. “Of course I wouldn't leave you. You're coming with me!”

Scootaloo's heart jumped into her mouth as she finally twigged on to what Dash had been trying to do with the old fabric. It was a harness! Dash split into a wide grin as she saw the expression on the filly's face.

“Yup, you got it. I knew that old stallion had one somewhere.” Scootaloo started jumping around the room in excitement, much to Rainbow's consternation, who was trying to work out how to put the damn thing on. She quickly quieted down when she saw the daggers that Dash was launching in her direction. Trotting back to where Dash had laid the harness on the floor, she marveled at the thought she was soon going to be flying, with her idol no less.

“OK, here we go. Put your hooves through here, here and... here,” Dash said, indicating the respective areas in the fabric. As she stepped into the harness, Rainbow pulled it over her and fastened it around her back, pulling it tight. “It might be a little too tight, but trust me, that's no bad thing at the speed we're going to be going,” she finished with a wink.

“Right, jump onto my back and we'll be off.” She crouched down to allow Scootaloo to climb up, then stood up herself. Scootaloo was positioned so she was gripping Dash's neck, while her rear hooves were tight against Dash's waist. The straps came down on either side of Dash's wings, resulting in next to no loss of mobility in the air for the athletic pegasus. She might not have been able to make a sonic rainboom with all that air resistance, but a more than respectable speed was still easily within her reach. As she fastened the straps beneath her belly, she went on about how to use it.

“You've gotta hold tight. The straps will keep you in, but they can't do all the work. They're pretty old as well, so...” Rainbow laughed as she felt the filly tense up on her back. “Don't worry kiddo, I'm faster than the speed of sound. If by some crazy chance you fall, you're not getting anywhere near the ground.”

Judging by how the poor filly on her back started trembling, Dash thought that perhaps her assurances hadn't had the desired effect. In a more serious tone, she continued, “Hey. You alright, Scoots?”

“N-not really, D-dash...” the filly muttered. “I've never flown like this before, not in one of these harness thingums.”

“It's OK, Scootaloo. Do you trust me?”

“I guess so...”

“Then believe me when I say you'll be just fine. Enjoy it - you're getting a ride from the fastest, bestest, most awesomest mare in Equestria!”

Finally Scootaloo gave a giggle. Dash then bounced around a few times to test the harness. Seeing that it held the filly tight against her back, she then ventured out onto her landing pad, and with nary a pause, launched off.

[play song here.]

With powerful wing strokes she climbed up towards the blue sky, Scootaloo holding on with a vice-like grip. She rocketed up for a few moments more, then eased into a fairly slow level flight. As she surveyed the vast expanse of the skies, Dash wondered how anything else could even compare to the feeling of flying free, unbounded, the air whooshing past feathered wings as a pegasus sped towards its destination. Interrupting her thoughts, she heard Scootaloo stretch next to her ear, shouting: “This is awesome, Rainbow!”

“Awesome? I'll show you awesome,” she murmured to herself, and with a whoop she suddenly dove vertically downwards, laughing. The view was even better from this angle – she felt as if the whole of Equestria was spanned out beneath them as they hurtled down. Speeding up, Rainbow heard the faint sound of a scream reaching her ears through the rush of air going past them. The shriek slowly transitioned from one of joy to one of sheer terror as the ground of Sweet Apple Acres shot up towards them.

Dash meanwhile was wearing the silliest grin on her face as the hard ground came closer and closer. If she could get out of a vertical flight after having done a sonic rainboom then this would be foal's play. Barely a few metres off the tops of the trees, she pulled a 90° turn near-instantly and flew straight across the farm, doing a few spins on herself. The buffeting left in their wake knocked quite a few apples off their trees, but, uncaring, she went onwards, climbing again to get over the hills that marked the outskirts of Ponyville. She might have to answer to her friend Applejack later, but for now flying was the only thing on her mind.

Slowly she became aware of Scootaloo still screaming in her ear, and thought to herself she'd done her job very well – she was fairly sure that the filly wouldn't forget this flight for a good long while. “Stunt's over kid, stop damaging my eardrums!” she shouted.

Scootaloo obliged as they sped onwards for Cloudsdale, climbing steadily. About 10 minutes of solid flight later, the majestic cloud city came slowly into sight, rising above the horison. Nothing Dash had seen in her travels so far could compare with this colossal place suspended in the skies. From afar she could see both the weather factory, the huge building where all of Equestria's weather was made, and the Cloudosseum, the biggest arena in existence, where air shows, practice and general entertainment were put on for the pegasi of Cloudsdale and beyond. It was also where her confidence failed her all those years ago...

She shook her head, putting the thoughts out of her mind as they drew ever closer to the city. A couple of minutes later, she slowed down to land and touched down on one of the many landing pads that surrounded the city. Undoing the harness and bending down, she finally folded her slightly aching wings so Scootaloo could get off her back. She felt Scootaloo jump off and turned round to face the filly, who promptly launched herself at Dash, yelling: “That was awesome!” and giving her as big a hug as she could manage. As Rainbow returned the hug and started to undo the harness from Scootaloo's back, she replied, “Heh, I know kiddo. Enjoyed?”

“You betcha, Dash, that was the best!”

“OK, OK, now we're here we can finally do what we came for. If I remember correctly, the jobcentre should be over...” she paused for a second, scanning the city, “there,” she indicated with a hoof. They set off at a brisk pace in the direction Rainbow had pointed towards. After a good 5 minutes or so of trotting along, a familiar building came into sight. Yup, there was no doubt about it. This was definitely the place that had helped her to set her life back on track all those years ago, she thought.

Luckily there were hardly any pegasi in the queues, so the pair only had to wait a short while before being able too see someone. The time was spent in silence, Rainbow lost in her own thought and Scootaloo sensing the mare's distress, and refraining from her usual light-hearted chatter. Finally, a help desk opened up, and they made their way up to the pegasus on duty.

She was a light green mare, with a pair of quills as her cutie mark. They sat down and Rainbow got straight to the point. “Um, I'm not quite sure how to put this...”

Her only response was a pair of arched eyebrows.

“I was here a long time ago... a kind stallion named Thunder Flash helped me out. Do you know where I can find him?”
“Oh that old pony? I'm afraid you're about two years too late my dear. He died of natural causes. I'm so sorry.” she said in a nasal tone. Tersely, she continued, “Now, is there anything else I can help you with?”

Rainbow's face fell, and in an ashen voice she whispered, “No, thanks.” Getting up, she paced out of the building with Scootaloo hot on her heels, and rounding the corner, out of sight of the main road, she grasped Scootaloo in a hug and broke into deep, gut-wrenching sobs.

Chapter Seven

Scootaloo didn't really know what to do to comfort Rainbow Dash, who had slumped down on the pavement next to a wall and been crying disconsolately for the past ten minutes. They made a striking sight, a cyan mare with prismatic mane lying on her back haunches, with her front hooves extended to the ground and her head hanging low, letting out pitiful sobs, and an orange filly with purple mane awkwardly standing by. A couple of times, pegasi would fly or trot past, giving the couple odd looks but swiftly moving on. Eventually, Scootaloo laid a hoof on Dash's shoulder, which seemed to calm her slightly.

It took her another few minutes, during which her sobs slowly became quieter and less frequent, until finally she raised her head to look at her young companion. What greeted the filly was a horrifying sight: Rainbow's eyes were glistening and red-rimmed, with blotchy cheeks. She was still taking deep breaths to calm herself. Scootaloo couldn't fathom what was happening – Dash was the awesomest, fastest, all around best mare in Equestria! What calamity could bring her so low?

“Kid... you have no idea how fucking shit I feel right now.”

The filly was no stranger to swears, having heard them countless times over the course of her tumultuous upbringing, but she did know that you weren't supposed to say them to others. If Rainbow Dash was using them, then she must be in a really bad way.

“It's OK, Rainbow... you tried at least. C'mon. Let's go home.”

“Nah, Scoots. I'm not really in any condition to fly right now,” came the reply in a dispirited voice.

“Well... we can't stay here the whole night.”

Finally a wry smile appeared on Rainbow's face. “Says you. Remember, I'm the captain of the Ponyville weather team: I'm sure they'd give me a room at the weather factory halls.”

Slowly and shakily, Dash rose to all four hooves, and started trudging towards the factory which was situated on the outskirts of Cloudsdale. It was impossible to get lost, seeing as it was the tallest building in the city and continually spouted rainbow material from its highest point. Scootaloo tailed the older mare as they walked through the cloud streets, past homes ranging from simple and minimalist two-storey affairs to much grander, sprawling multi-storey mansions, decorated with ionic columns and rainbow waterfalls.

As they passed into the outer districts of the city, they began to see a decline in the architecture: imposing buildings gradually gave way to misshaped clumps of cloud, forming ramshackle one-floor homes. Scootaloo decided to ask about the change, thinking that maybe she could distract Rainbow from her musing. “Hey Dash, you know when we started walking, all the houses were really big and cool? Why are they so ugly over here?”

Rainbow was glad for the interruption, and for the chance to show off her home city. “It's kinda complicated, Scoots. You see, in the centre, where we were earlier, that's the main residential district. It's why we saw hardly any shops. All the middle-class pegasi, and the more stuck up richer ones tend to live in that area. It's seen as a sign of prestige if you own a house there. Obviously, the richer you are, the better house you can afford: most pegasi would pay a professional company to make their house for them, ponies with years and years of experience.”

She paused for a moment, gathering her thoughts together. “The most well-off have all that fancy stuff like columns you saw on the outside, beautifully sculpted cloud rooms and furniture and all that jazz on the inside. But these kind of areas, they're a bit seedy. Clouds aren't dangerous, like bricks are, so there's no rules against building your own house – something poorer pegasi tend to do. It takes time, but anyone can bunch clouds together to make a couple of rooms and some basic furniture... the lack of skills shows, though, heh.”

Scootaloo thought for a while about Rainbow Dash had said. “But... What about your house?”

Dash launched her an odd look out the corner of their eye as they kept walking. “What about it?” The filly realised she'd been running her mouth a little ahead of her brain, and promptly clammed up. “Well, spit it out, kid, c'mon. We're almost there.”

“Your house is pretty nice though isn't it? From what you told me...”

“Ah, I see. You think that because I had a shit upbringing, I shouldn't be able to afford such a nice house for myself,” Rainbow said, with a hint of a smile gracing her lips. She turned to look at Scootaloo's reaction, and was rewarded with the filly blushing a deep red.

“Ah, well... erm, that is, I guess so,” she floundered, before looking down at the floor in shame.

Dash burst into laughter, and Scootaloo looked up in surprise. “Oh, hoho, kid! Don't worry about it! I thought I told you that the house wasn't mine originally. It belonged to the previous captain of the weather team, who was quite well off. Besides, space in Cloudsdale is expensive – space over Ponyville isn't, haha.”

The laughter trailed off as they turned a corner and finally came in full sight of the gigantic factory. Scootaloo stopped dead with her mouth open, and Dash chuckled at the sight. “Heh, I know kid, it's awesome, just like me. But come on, we need a room.” Pulling on Scootaloo's hoof, she entered the majestic building, and went over to the reception desk, a huge slab of cloud.

A bright pink pegasus mare wearing a lab coat greeted them cheerfully. “Hello ladies, what can I do for you this fine day?”

Rainbow leant over, and said “Hi, I'm Rainbow Dash, captain of the weather team over in Ponyville. We flew quite a way to get here: I don't suppose you could put us up for the night?”

The reception pony slowly fixed them with a stony stare. “Ponyville, huh? Never heard of it. Next you know, the mayor of Maretown will be rocking up and asking for a room too. Why don't you mosey on over to one of the less reputable hotels in this fine city to stay the night?”

Rainbow's face had gradually been falling while the pony went on, and as she finished, she burst out, “Now you look here, you little - ”

“Rainbow, calm down,” Scootaloo interrupted quietly. Dash looked down at her, and nodded. Taking a deep breath, she went on. “Sorry for getting angry, Miss...”

“Pink Cloud.”

“Yeah, Miss Cloud, sorry 'bout that. But you really should know who I am.”

“Oh?”

“Rainbow Dash, one of the Elements of Harmony. I'll have you know I graduated top of my class at flight school, met Celestia herself numerous times and have saved over 300 ponies from various dangers including dragons, changelings and even Nightmare Moon, so either give me a room or go and get your manager. Who will then give me a room.”

Rainbow kept staring coolly at the reception pony, who was obviously flustered by Dash's outburst. Dash knew that Pink Cloud would capitulate: they always did. Receptionists could never know all the minor dignitaries that might pass by, and for fear of being reprimanded by their boss they'd end up meeting the demands. At the end of the day, she reasoned, she wasn't really taking advantage of the weather factory – she was a weather captain after all.

Making up her mind, the receptionist composed herself, pursed her lips and said, “Please accept my apologies, Miss Dash. I hadn't recognised you. Come this way if you please, the weather factory would be pleased to put up such an honoured guest for the night.”

Chapter Eight

Pink Cloud reached underneath the desk and flew over the counter grasping a rather large keychain, then landed and started walking, making a deferential motion that Dash and Scootaloo should follow. They passed through the giant atrium, which was prettied up by the presence of several busts of Celestia on simple columns, and with various paintings dotting the walls. The weather factory was Cloudsdale's premier tourist attraction, so naturally the management would want to make it as impressive as possible.

As they walked, Rainbow couldn't help but feel slightly resentful that Luna wasn't represented – she had just as much a right to be on those columns as her sister did... probably the fact she was once Nightmare Moon was still fresh in many of Cloudsdale's residents.

They went through a door that raised automatically to let them through. The reception pony explained as they kept going, “We're now in the section not usually open to the public. These are the rooms generally used to house those pegasi that might have to work overtime for whatever reason, and might not be able to return home.” She shot Dash a snooty look. “As a result, the rooms are quite spartan, but functional and comfortable.”

They stopped in front of room number 12, and Pink Cloud slowly selected the correct key from the chain, but before giving it to them said, “Miss Dash, I'd like to remind you that this isn't a hotel service. I hope you'll be understanding of the fact the weather factory needs the room back early tomorrow.” Only when Dash nodded in understanding did the pegasus hand the key over and turn to leave.

Dash had half opened the door when Pink Cloud stopped, turned round and called to them, “Ah, Miss Dash, something I forgot. These are all single rooms, due to the emergency nature of the accommodation. I'm sure you and your daughter will be fine, though.” Rainbow stared at her as she went back to the atrium, while Scootaloo started giggling uncontrollably.

Dash rolled her eyes, finished opening the door and went inside. Scootaloo followed, and once the door had closed completely burst into full-out laughter.

“Ahahaha, did you hear that, Rainbow? Heehee! She thought that I was your daughter! Hahahaha! We couldn't be less alike!”

“Heh. I guess so, kiddo,” she replied, as she explored the room. Pink Cloud was right: it really was spartan. The only objects in the room were a medium-sized bed, a desk and a table. Behind the door was a hook where the regulation lab coat and hard hat of the factory went, and to the side was a small alcove with a tiny shower. Scootaloo was rolling around on the floor practically in tears by the time Dash finished her cursory inspection of the place.

She started undoing the harness that had remained on her, then sat down on the bed, and waited for Scootaloo to finish her fit. Eventually, the filly quieted down, and at Rainbow's beckoning jumped on the bed next to her. It was a bit of tight fit, seeing as the bed was originally meant for only one pegasus, but it wasn't overly uncomfortable.

“We'd best get to sleep, Scoots.”

“But I'm not really tired!”

“You heard what the mare said, gotta be up early tomorrow,” and with that she lay down on the cloud. Scootaloo snuggled up next to Dash, kissed her goodnight and turned round so she could lie down next to her. The filly's breathing gradually became slower and more rhythmical, and soon she was fast asleep.

Try as she might, Rainbow simply couldn't get to sleep. For hours, feelings of guilt washed over her as she thought of Thunder Flash and how she'd been so selfish towards him. A sudden wave of despair threatened to overwhelm her and she decided she needed to go outside to clear her head. Getting up from the bed, she trotted over to the door, quietly unlocked it and slipped out, walking towards the atrium. As she entered, with a beat of her powerful wings she launched into the air, aiming for the top of the tall space, and with a soft “phut” she burst into the cold night air through the cloud roof.

The sudden change in temperature was a shock to her system, but she nevertheless pushed on, flying upwards with all her might, only leveling out when her wings began to ache once more. If Luna wouldn't grace her with sleep the normal way, then she'd fly until she was so exhausted that sleep was the only thing on her mind.

From the height she was at she could see a great portion of Cloudsdale. The great cloud-city was sleeping in the beauty of the night: silent, bare, the white clouds glittering in the moonlit air. As she flew aimlessly through the skies, that sight helped to instil a deep calm in her, and she began to accept her situation. She had been arrogant and uncaring with respect to the pony whose help was instrumental in giving her a lifeline to rebuilding herself, that didn't mean she had to wallow in despair and self-loathing to punish herself: she could, and would, be a better mare in the future.

With that thought, she wheeled round and started making her way back to the factory, at a slower pace. A few minutes later, she landed on the roof, squeezed her way through the hole she'd made earlier and zipped it shut. The years of weather experience managing clouds showed in her precise job: the repair was nigh invisible. She flitted down to land on the floor of the atrium, and made her way back to the room they'd been given for the night.

She opened the door as quietly as possible, and padded over to the bed, where she lay down gently, trying not to wake the filly sleeping there. Her head lay on the pillow, with her prismatic mane spread haphazardly around it, and she was on the verge of sleep when she felt Scootaloo shifting round to face her.

“You left,” she whispered softly. It wasn't an accusation, merely a statement of fact. “Where did you go?”

Rainbow kept gazing at the ceiling as she replied quietly, “Out for a bit. I just needed to clear my head. I thought you were sleeping.”

A light giggle came from the filly. “Aw Dash, you should know I'm a light sleeper by now. I caught you yesterday night after all.”

“I still feel kinda horrible, kiddo.”

“I know, Rainbow. It's OK. You can't do anything about it now.”

“That doesn't really make me feel any better.”

Scootaloo's voice went even lower. “Listen, Dash. About last night...” Rainbow finally turned over on her side to face the filly. “What you did for me felt great. I-I was wondering if I could do that to you too? To make you feel better?”
Rainbow reached out a hoof to stroke Scootaloo's muzzle. “That's real nice of you, kid. But you don't owe me anything. I did that only for you.”

“But I want to do it too! C'mon Dash...”

Once more Dash felt her baser desires creep up on her. While it was true that last night she'd focused on Scootaloo, to make it the best experience she could, she'd been left somewhat unsatisfied – some release would be nice, she thought. As her nethers started to dampen, she capitulated.

Shifting up towards the head of the bed, she gently pushed Scootaloo in the opposite direction. They ended up with Rainbow sitting up, her back supported by the headboard, legs spread wide, while Scootaloo was lying directly facing Rainbow's cyan privates. This was the first time Scootaloo had seen a cunt so close-up, so she took her sweet time, noting how the fur around the pink slit glistened with damp.

She reached out a hoof and laid it gently on the 'clit', Rainbow had called it? A light gasp from Dash above her let her know that she was on the right track, and she slowly graduated to small circles. Rainbow started taking shorter and shorter breaths, and occasional whimpers escaped her as Scootaloo continued her stimulation.

“Ah! ScooOOotaloo... harder!” came a strained whine from Dash.

The filly obliged, and rubbed even faster, as Rainbow started spasming from the pleasure coursing through her. After only a few moments more the mare came with a low moan, covering Scootaloo's hoof with her sticky juices, arching her back and throwing her head back in a paroxysm of pleasure.

Dash slowly came down from her orgasm, and pulled Scootaloo up towards her, giving her a quick kiss. “Thanks kid. I feel a lot better now.”

Scootaloo smiled at her idol's thanks, and as they lay together, locked in a hug, they gently drifted off to sleep.

Chapter Nine

Rainbow Dash awoke to the sun streaming in from the small window, placed high in the room, gently playing over her face. Scrunching her snout, she slowly opened her eyes and, looking down, found Scootaloo snuggled up next to her, head curled into her chest. The sun wouldn't awake the filly for a while, so Dash decided to just lie there and bask in the moment.
What they had shared last night was magical. She forced herself to ignore the tiny twinge deep within her that tried reminding her how intrinsically wrong this was, and looked down once again at the tiny pony next to her. A smile ghosted over Scootaloo's snout – she was probably dreaming still. She refused to accept that she'd somehow corrupted her young companion: after all, Scootaloo was the one who'd come on to her! And how could something that felt this good for the both of them be bad?

Putting those thoughts out of her head, she lay there for a few more minutes simply content to be next to her young companion. Eventually though, she became aware of the stickiness and matted fur surrounding her nethers. She'd simply been too tired yesterday, what with her impulsive trip and the ensuing excitement, to bother cleaning herself before going to sleep. What's more, she felt pangs of hunger growing.

Pegasi were the lightest of the three pony races and thus could afford to eat less: the only big energy consumption came when flying, and Rainbow had been doing enough of that the day before that she really felt the need to fill up now. Groaning, she realised that whether she liked it or not, she'd have to get up and face the day.

Well, the decision was made, and Dash ever being the impulsive pony, rolled out of bed with a sudden effort and sat back down on the edge to wake Scootaloo, laying a hoof on her shoulders and shaking gently. The motions she made waking up were so cute that they brought a grin to Rainbow's face: the filly slowly stretched out her front hooves while her rear ones did a little jiggle to shake off the sleep. Her violet eyes gradually slid open and Scootaloo smiled sleepily at the sight of Dash above her.

“C'mon, sleepyhead, up you get. Rise and shine, it's a beautiful day, yadda yadda yadda.”

“Aw... but I was sleeping so well...”

“Yeah, but we gotta move. Must get this key back to Ms Prim and Proper out there, get washed up, and most importantly: get food. Dunno about you but I'm about to die of starvation over here!” she finished with a wink, and went into the shower alcove. She was just about to turn the shower on when she assaulted by the orange filly who bowled into her, giving her a hug.

“Let's shower together, Rainbow!”

“Heh, as you like, Scoots.”

It didn't take very long for them both to get washed. As Dash busied herself with soaping and rising both of their bodies, she thought back to how she envied Applejack and Rarity for having little sisters. She could see herself spending more time with the cute inquisitive little bundle of fun currently running hooves through her purple mane, with her head back and big round eyes closed.

The intimacy of the shower was over too soon as they got out, dried, and ventured out of the room towards the reception of the weather factory. Passing through the door that automatically opened for them, they entered the giant atrium and made their way to the reception desk near the entrance. The huge room was dotted with ponies going to and fro: the obvious stream of workers checking in at the desk and then passing into the factory proper, a few early birds who already had their lab coats going to different areas of the factory, and a small group of smart-looking ponies.

The latter caught Rainbow's eye as they marched straight in from the entrance and swept past the reception desk, quietly talking amongst themselves. From the deferential glance the snooty Miss Cloud shot them, they were probably members of the managing board of the factory. While Celestia could give broad directives concerning the weather in Equestria, the board had almost complete control over how those directives were carried out – they could mandate the quotas of rain or snow per region, and requisition water from towns or cities to help meet the requirements of the factory. As a result of such powers, they were de facto one of the most important groups of Equestrian society. Dash had been so naïve all those years ago when she took the weather for granted.

Meanwhile, Scootaloo was absorbed observing another group who had just entered the factory. A few foals were running circles around an elderly grey pegasus, who was holding out one hoof with a pained expression on his face, desperately trying to calm his charges down. He let his head fall in resignation and began making his way to the reception as fast as his rowdy foals would let him. Reaching the desk just before Dash and Scootaloo did, he raised his voice to be heard over the foals' incessant chattering.

“Miss... Pink Cloud, was it? My name is Evening Light, and I'm a teacher in Cloudsdale Primary. I believe we arranged our trip to the factory by letter a couple of weeks ago. ”

“Ah yes, Mr Light. Of course, let me just get your passes...”

Scootaloo lost track of what the receptionist was saying as she eagerly turned to Rainbow and poked her in the side. Dash turned with a start, her attention drawn from the board ponies.

“Hey Dash, you heard what the teacher said?”

“Um... no, kiddo. I was kinda distracted. Which teacher?”

“This grey pony right here, Rainbow! He's called Evening Light and he teaches at the primary school in Cloudsdale. He's bringing his class to visit the factory!”

Dash fixed Scootaloo with a blank stare. “...and?”

“When am I ever going to visit the factory with Cheerilee, Dash?”

“Ah. I see how that could be a problem, yes. You want to join his class for the tour?”

“Duh, Rainbow!”

“Okay, okay, kid. I'll see what I can do.”

The duo waited as the receptionist sorted out the passes and explained to the teacher how the tour would work. If he could distribute the passes while she went to get a foreman to bring them hard hats and show them around, the tour could get started very soon, she said.

The stallion turned round and starting barking instructions to his pupils, who quickly quieted down at his finally authoritarian tone, while the receptionist made her way to the factory proper in search of the tour's guide. When Rainbow saw that he'd more or less finished handing out the passes, she made her way up to him.

“Good morning, Mr... Light?”

“Good morning!” came the amicable reply as the pegasus turned around to greet her. He paused for a second, scrutinising her features. When he turned his head to glance at her cutie mark, a broad smile made its way onto his snout. “Well, I'll be! You're Rainbow Dash, from Ponyville, aren't you?”

Dash blushed as she answered, “Er... yup! That's me! How did you know?”

“Oh please, Miss Dash, you're too modest. Saving Princess Luna? Defeating Discord, and that beastly Queen Chrysalis? You've done many good things for Equestria. Word spreads like wildfire, you know!”

The blush on Rainbow's face deepened even more as she muttered out a tame “th-thanks,” though she couldn't stop herself from again feeling a twinge of resentment that the stuck-up receptionist somehow didn't know who she was.

“So anyway, what can I do for the famous Element of Loyalty?” the teacher went on.

“Well, this filly here's called Scootaloo.”

The pegasus bent down and ruffled Scootaloo's mane. “Such a charming name! And what a beautiful filly. Your daughter?”

Dash's breath caught in her throat, but she forced herself to speak calmly. “Ah, no, I'm just taking care of her for the weekend.” She was pleased when the teacher gave no indication of thinking anything was off in her story. “Anyway, we were just leaving, but couldn't help overhear that you're bringing your class for a tour of the weather factory. Would it be possible for us to tag along?”

The elderly stallion's grin grew wider. “You're in luck, Miss Dash! I have two passes left over from a couple of colts who had to stay home sick today. You're very welcome to join our little tour.”

Scootaloo gave a few little hops in excitement, and once the pegasus hung a pass round her neck, eagerly bounced over to the group of foals milling nearby. She introduced herself to the others with a big smile and immediately began chatting away with a few students.

Dash accepted the last pass from the stallion, hung it around her neck, and with a little laugh, said “I seem to be at a disadvantage, here. You know so much about me and I barely know your name!”

“Let's remedy that, shall we? I'm called Evening Light, and I teach one of the classes at Cloudsdale Primary.”

“That's odd, I can't remember you from my little time there.”

Evening Light sighed as he explained, “You don't remember me because I wasn't there, Miss Dash. I've only been in Cloudsdale a few years – I'm originally from Manehatten, you see. I had to come back to take care of a family member, and decided I rather liked it here after all. I was a very good teacher back in my home city, so getting a job here was pretty easy.”

“Oh, I'm sorry. Is your relative okay?”

“Thankfully, yes. But let's talk about that charming filly Scootaloo. Just look at her! She's integrating with the other foals so well already.”

“Heh, yeah. She's a real gem. In Ponyville there are hardly any pegasi of Scootaloo's age, so she's probably making up for lost time!”

“And how come you're here together so early on Celestia's good Sunday?”

Rainbow's heart skipped a beat as she desperately tried to think of a convincing excuse, but luckily she was spared by a cheery shout from a tall burly pegasus making his way towards them carrying a bunch of hard hats. The receptionist was close behind him.

“Hi, all! I'm Snow Joy, and I'm a foreman at this here big factory. Now who wants to go inside?”

An excited shout rose from the pupils and Scootaloo as they ran towards him.

“Hah, okay kids, slow down, one at a time. I'mma just pop one of these here hats on your little heads and we can be off.”
Dash and Evening Light waited for all the foals to have a hat on before walking up to the foreman. He turned to them with a smile, preempting them.

“Gotta make a fun scene for the kids, huh? You must be the teachers.”

“Ah – well... not quite...”

“We're with the foals,” interjected Evening Light. “I gather your tour is really quite something to the young ones!”
Rainbow shot the teacher a look of gratitude as the foreman nodded, and with a smile as he turned to lead the fillies and colts into the factory. “It sure is, Mr Light, and Miss...?”

“Dash,” Rainbow said.

“Ah yes, Miss Dash. Have I seen you before? You look a bit familiar... Well, in any case I've got it from here. You both just lie back and enjoy the ride, as it were.”

Dash wore a silly grin on her face as the group passed through the massive doors into the factory proper. The first room they passed through was the snowflake laboratory, where pegasi worked all year round to hoof-make each snowflake for the winter in Equestria. The foreman waved to the ponies at work as he explained colourfully to the fillies how intricate and yet important the work done in this room was to the weather. Rainbow smiled as she remembered giving her friends a similar, but less well explained tour when they were kind enough to magically accompany her to the Young Fliers competition.

After a few minutes, Snow Joy finished his talk and they moved on the next giant hall, where Equestria's rainbows were made. Ponies swarmed all over the hall at every height, stirring and mixing the various colours and ingredients, as the foreman gesticulated animatedly to help his talk along – indicating various processes that went into producing the beautiful phenomenon. They slowly passed through the room, and the elderly stallion had to reprimand his pupils once or twice not to taste the finished rainbows in the ground pools. He probably knew about the less than pleasant taste, Rainbow thought.

Passing on to the cloud room, Dash was impressed by how Snow Joy simplified the weather for the young foals. She remembered being bored out of her mind at times, when she had to study hard for her job, but the foreman's talk was both fascinating and easy to understand for the pupils. They were visibly excited as they listened and passed through the massive vats which converted bucketfuls of water into puffs of steam, later to be worked into proper clouds and distributed through Equestria.

It took a few minutes more for the talk to end, and for the foreman to walk the group back to the atrium of the factory amidst the groaned protests of his young charges. As they reached the entrance, and the foals burst into an animated discussion about the tour he turned to the two adult ponies with a big smile on his face.

“It's in cases like these I love this here job. Nothing makes me happier than getting young ponies excited in our fine field.”
Evening Light stepped forward and gave Snow Joy a hearty shake of the hoof. “Thank you so much. I've never seen my pupils this excited about something school-related! Your talk was excellent.”

“Well, I've always been able to explain the weather pretty well and get ponies talking about it. Just living up to my name!” Evening Light and Rainbow smiled as he turned to the young pegasi and asked them to return the hard hats. The all jostled against each other as they struggled to undo the straps fastening them and give them back. Once finished, he turned back the the two and apologetically said, “Well, that's it I'm afraid. Back to the daily grind for me! Thanks for the distraction.”

“No, thank you!” came Light's rejoinder.

“My pleasure,” the foreman called with a wave of the hoof as he set back into the factory to resume his ordinary duties.
Dash looked over to Scootaloo who was excitedly waving her hooves in the air as she discussed something with a couple of other pegasi. She turned to face the elderly teacher and began, “I don't really know how to thank you, Mr Light.”

“Nonsense, Miss Dash. And please, call me Evening. I get enough 'mister's' from the foals – I don't need to be reminded of my age.”

Dash chuckled as she replied, “Well then I'll insist on you calling me Rainbow, Evening.”

The faintest shadow of a blush ghosted over the pegasus' face as he resumed speaking. “Anyway, Mi- er, Rainbow, truly no thanks are necessary. You're a hero to Equestria in my eyes, and helping out is the very least I could do. Look at your charming Scootaloo, too. It seems she had quite the time.”

Rainbow looked over at her young companion. “She sure did,” she said in a low voice.

“I'm terribly sorry to leave your fascinating company, Rainbow, but I must take the pupils back. Their parents are probably worrying where they are by now.”

The sadness that was threatening to come over Dash lifted as she giggled at the shameless flattery. “Well, goodbye then. And thanks again, Evening.”

The teacher walked over to his group of foals and started trying to herd them towards the exit while Rainbow called Scootaloo over. She made a pouty face for a second, then said a few goodbyes and trotted over to Dash.

“So what did ya think of the show, kiddo?”

They started walking towards the reception desk as Scootaloo launched into hundred-mile-an-hour speech mode. “Ohmygosh it was amazing the snowflakes looked so cool and the rainbow room was huuuuge and I didn't know the weather was so complicated but that guy was really nice and he explained everything well and thank you so much for getting me into the tour with them!”

“Aw, it's okay, Scoots. I'm glad you had fun.”

They finally got to the reception and Rainbow dropped the key onto the desk. The snooty Pink Cloud shot them a glance and nodded in acknowledgement while talking to another pony, and the two swept by towards the outside, taking a deep breath as they emerged into the cool morning air.

“So, Scoots. What do you want for breakfast?”