When Fluttershy woke, she immediately noticed the young pegasus in her hooves. The events of the previous night played fresh in the yellow mare's mind, causing to sigh. 'Why does life have to be so cruel...' Fluttershy glanced around then room she was in to pass the time. Thewalls were a dark shade of blue with a few pictures ofvarious music related subjects. Above her, a ceiling fan spun quietly, spreading a light breeze throughout the room.

On the bedside thabl opposite her was a simple lamp and clock. The clock read ten-fifty. We should probably be leaving soon.' Fluttershy thought. So she took a breath and said Scootaloo's name. The young mare mumbled, but remained asleep. Fluttershy tried the tactic a few more times before she bit her bottom lip. 'Well...I've always wanted to try this...' So, Fluttershy took a breath to steel her resolve, then leaned close and with her mouth right next to Scootaloo's ear whispered, "Scootaloo...Time to get up."

She ended her statement with a breath of warm air on Scootaloo's ear. The young mare's eyes opened and she shot up, a blush on her face. "I'm up!" Scootaloo said quickly, rubbing the sleep from her eyes. Fluttershy just giggled and rolled off the bed, stretching her wings. Scootaloo yawned and crawled off the bed as well to stretch. When the pair had finished, they headed down the stairs and into the kitchen.

"Good morning to both of you. I take it you two worked something out?" Octavia asked, taking a sip of whatever beverage she had in her cup. The pegasi ponies looked at each other, blushed, then looked away.

"Sort of..." Fluttershy said quietly.

"Well...That's good I hope. Would either of you care for breakfast?" At the mention of food, both Scootaloo and Fluttershy's stomach's growled.

"We'd love to...but we need to be getting back to Ponyville."

"Ahh, very well then. Are you leaving now?" Octavia asked. Both fliers nodded and the cellist said, "Alright. Have a safe trip home." They both thanked the grey mare for her hospitality and headed to the train station. The walk to the station was laden with silence, both mares were thankful for it. Each pegasus was deep in thought about what had happened the night before.

'I can't believe I almost told her...' Fluttershy thought.

'Fluttershy still looks upset...I wonder if there's anything I can do to help.' The image of Fluttershy dropping the glass butterfly with tears in her eyes quickly came to mind, causing Scootaloo to sigh unhappily. 'Oh yea...' When they arrived, they showed their tickets to the pony asking for them and got ready to board when a voice called out to Fluttershy. The yellow mare turned and saw Octavia running towards her, a letter clutched in her teeth.

"Octavia?" Fluttershy looked at her cousin in concern when the cellist stopped in front of her, taking several greedy breaths of air.

"I...hate...running..." Octavia said between breaths, the letter falling from her mouth. Fluttershy leaned down, grabbed it, and made the motion of returning it, but Octavia just shook her head. "I was hoping you could do me a favour and deliver this letter to your friend Twilight Sparkle."

"Of course I can Octavia. I'll drop it off as soon as we get back into town."

They grey mare pulled Fluttershy into a hug and said, "Thank you. And good luck with your young friend."

"Thank you." Octavia watched Fluttershy get onto the train and waved as itpulled away from the station. As it was on the way to Canterlot, the ride back was just as uneventful. When the train finally pulled into Ponyville, the pair eagerly got off. As they stood there amidst the multitude of ponies, they had no clue as to what they should or could say to each other.

"Well...I guess I'll see ya later..." Scootaloo said, attempting to smile despite the confusion in her mind.

"Y-yeah...Take care during your training."

"I will, thanks." With that, they went their separate ways with Fluttershy heading to Golden Oaks Library and Scootaloo to the flower shop.

~~~~

When Fluttershy arrived at the library, she knocked and waited. "Hello Fluttershy." The pegasus leapt away from the door in fear of the sudden voice. "Up here." Fluttershy moved her hooves away from her eyes and saw Twilight smiling down at her from the balcony. "Sorry for scaring you. It was an accident." Fluttershy smiled and spoke as she flew up to her friend.

"It's alright. So what're you doing out today?" The pegasus asked as she landed and took a seat.

"Nothing really. Just doing a little recreational reading." Fluttershy looked past Twilight and saw three stacks of books, each stack containing six books. 'Guess I shouldn't be surprised. It IS Twilight after all.' Fluttershy chuckled and Twilight smiled.

"Would you like to come in for something to drink?" The lavender pony asked, already heading for the door.

"I'd be delighted." Fluttershy follwed Twilight into the house and down into the kitchen where Twilight poured them both a cup of apple juice.

"So how was your day in Canterlot?" Instead of answering immediately, Fluttershy just took a sip of her juice. "Fluttershy?"

"Hmm? Oh...It was fine." The pegasus said quickly, avoiding Twilight's gaze.

"What happened?" Twilight asked in concern. Fluttershy considered lying, but quickly shook the thought from her mind.

"Well..." The next twenty minutes flew by as Fluttershy explained what had happened. "And now, I have no idea what to think. I didn't tell her, but I'm sure she figured it out and now she can barely speak to me..." Fluttersy buried her head in her hooves resting on the table.

"Oh Fluttershy...I'm sure that's not the case." Twilight said, trying to comfort her friend.

"She's smart Twilight...there's no way she didn't come to the conclusion that I have feelings for her!" Fluttershy shouted.

"Well...maybe that's a good thing. I mean, now that she knows, you can make the first move and-"

"No! I told you that I can't do that to her! I can't take her away from Rainbow Dash!" Now it was Twilight's turn to yell.

"You can't take her away if Rainbow isn't with her! You need to stand up for what YOU want Fluttershy, otherwise you'll be alone!"

Fluttershy sniffled and turned her gaze to the floor and in a barely audible whisper said, "I know..." Twilight couldn't bear to see Fluttershy like this. It was no longer Scootaloo that pained the yellow mare, but Fluttershy herself. The timid mare was tearing herself to pieces.

"You need to talk to her...to tell her." Twilight said, moving to console her friend.

"Why bother...she probably already knows..." Fluttershy said miserably, burying her head back against her hooves.

"Probably being the key word. Instead of assuming everything for her, why not let Scootaloo speak for herself?" The lavender mare suggested. At first, Fluttershy madeno indication that she even heard Twilight, let alone move. However, as seconds became minutes, Fluttershy's head slowly rose and Twilight saw a fierce determination and understanding in the yellow flier's eyes.

"You're right Twilight. Scootaloo is a mare now and as such, I should treat her as an adult. She is more than capable of making her own decisions!"

Twilight smiled and nodded, "That's right! Now go out there and tell her how you feel!" Fluttershy's ferocity was swiftly snuffed out as she lowered her head and hid behind her mane.

"Y-you mean n-now? I don't know Twilight...it's kind of sudden and well...I just don't think I'm ready to tell her yet..."

Twilight's enthusiasm died down and she said, "Alright, maybe not right now, but you have to do it before the end of the week or else I'll tell her for you." Fluttershy nodded and pulled Twilight into a hug.

"Thank you so much Twilight."

"That's what friends are for." The unicorn replied, returning the hug. As she did, an envelope fell from Fluttershy's mane. "Oh, sorry about that. Here, let me get that for you." Twilight gripped the envelope in her magic and, letting her curiosity get the better of her, snuck a peek at the front and saw that it was addressed to her.

"It's actually yours. That's the whole reason I came over in the first place; to drop off this letter."

"Who's it from?" Twilight asked, opening the letter.

"It's from Octavia." Twilight blushed lightly as a smile came onto her face. Fluttershy headed for the door, bidding the magical pony a farewell.

"...Huh? Oh, see ya Fluttershy." Twilight said, her eyes glued to the paper that hovered in front of her. The pegasus smiled and left, closing the door behind her. When Twilight finished reading the letter, she grabbed the envelope it had been in (since she had dropped it in her excitement to read the letter) and started to push it back in when something fell out. It was a photo. Twilight grabbed it and turned it around to peek at it. The photo nearly made Twilight pas out from the amount of blood that rushed to her face. 'I need to write- no! I need to see her!' So, Twilight quickly replaced the photo back into the envelope and rushed upstairs to hide it. "Spike? I'm going to Canterlot for the day!"

~~~~

When Scootaloo entered the flower shop, she saw Daisy behind the counter. "Hey Daisy. You seen Roseluck?"

"She's probably sleeping in her office." The mare replied.

"Asleep? How or why is she asleep at..." Scoots looked up at the clock and finished, "...Twelve-thirty?"

"Apparently, Princess Luna herself came and talked to Rosey last night."

"Really? I wonder what they talked about..." A third voice spoke up, scaring both Daisy and Scootaloo.

"Why not come in here and find out?" Roseluck laughed at the frightened pair and retreated back into her office. Scootaloo grumbled and followed afew seconds later, shutting the door behind her.

"So what did you and the Princess talk about?" Scoots asked quickly as Roseluck poured herself whatthe young pegasus assumed was coffee. The florist took a sip before answering.

"You." Scootaloo's jaw hung open in disbelief.

"Y-you talked ab-about me?"

"Mhmm."

"Why?" Roseluck took another drink and sighed happily as warmth spread throughout her body.

"Luna was concerned that you may be...confused about what you want romantically. So, she came to me since I know you pretty well and we talked. Tell me...are you confused?" The orange flier opened her mouth to object, but slowly closed it as her eyes wandered to the window.

"I...I guess I am." Was all she said. Roseluck nodded and waited a few minutes before speaking again.

"What happened in Canterlot?" Scootaloo took a deep breath and told the florist everything that had happened.

"And because of that...I think I know why it hurt Fluttershy so much..." The young mare looked straight into Roseluck's eyes and said, "I think it's because she likes me...a lot."

'Should I tell her? I mean, it's not my place to do so but still...'Roseluck thought as Scootaloo looked to her, eyes pleading for some sort of advice. "I see...and why do you think it's confusing you if your love for Rainbow Dash is set in stone?" Scootaloo was silent as she thought. After a good ten minutes, she spoke.

"I...I'm not entirely sure. But maybe...it's because I connect better with Fluttershy than I thought I did with Dash. She listens to what I have to say and she'll talk to me just to talk. Rainbow's the same way...but the conversations always involve her personally...Fluttershy cares for my well being and about me in general and so does Dash, but in a different way. Not like Fluttershy does...Plus..she knows what it's like to admire and love somepony, but not have those feelings returned...just like me." Roseluck got out of her seat and pulled Scootaloo into a hug.

"Listen...it's not really my place, but Fluttershy really loves you and she cares about you so much that she's torn herself up inside by not telling you how she feels, just so you could have a chance with Rainbow Dash without having to worry about something like this." Scootaloo nodded against Roseluck's chest and the cream coloured pony said quietly, "Ultimately, it's your decision, and while I personally think you should pick Fluttershy, I'll stand by you no matter what."

"Thanks Roseluck..." The pair sat there in silence and soon, pulled away from each other.

"So are you gonna tell her about this?" Rose asked, taking her seat back behind her desk. Scootaloo shook her head.

"No...not yet at least."

"Why not?"

"Because I made a promise to myself that I would be with Rainbow Dash and even though I don't feel as strongly for her as I used to, I still have to try. What kind of pony doesn't keep their word?"

Roseluck nodded, taking in the information before saying, "Alright...but promise me you'll tell her soon."

Scoots nodded and said, "If I can't get with Dash by the end of my training session...then I'll move on and tell Fluttershy."

"Atta girl." The mares chuckled and after a few minutes of idle conversation, Scootaloo bid Roseluck farewell and headed for home to find Dash and start her training. When Scoots got home, she opened the door and called out for the older pegasus.

"Rainbow Dash? You here?" She closed the door behind her as she walked into the house, then into the kitchen to make herself something to eat. When she walked in, Scootaloo saw a note on the table, which she figured she'd read after a sandwich and some juice. When she finished, she looked over the note which was written in the familiar mouth writing of Rainbow Dash.

"Squirt, you were taking too long so I went ahead and headed to the training area to begin setting things up. See ya there. ~Dash

"So that's where she went. Guess I better get going then." So, Scootaloo ran from her home and headed straight for White Tail Woods.

~~~~

As Scootaloo broke through the woods, she stopped in awe of what she saw. Above the clearing as a large mass of cloud. It was easily bigger than the last lump of cloud she had trained on and that alone told her that this training would be much more intense. "Hey! Rainbow Dash!" Scoots called out loudly. She saw a head topped with a multitude of colour peek over the side.

"About time you showed up! I was starting to think you were gonna chicken out on me!"

"Of course I showed up! I wouldn't just leave ya hangin'." Dash had flown down as Scootaloo spoke and ruffled the younger pegasus's mane.

"So are you ready?" Scootaloo nodded and Dash wrapped her forehooves around Scootaloo and lifted off. After a few minutes of flight, the pair passed over the lip of the massive cloud platform.

"Whoa..."

"Pretty awesome right? Took me all day yesterday and part of today to make."

"You did this all by yourself?" Scootaloo asked, taking in everything she could see.

Dash placed Scootaloo down and with a prideful smile said, "Of course. I mean, it was actually pretty easy, just a little time consuming." Scootaloo turned and looked at the older pegasus and smiled.

"Thank you Rainbow Dash."

Rainbow just waved away the thanks and asked, "You ready to start your training?" Scoots nodded energetically, causing Dash to laugh. "I like your enthusiasm. Alright, first off we're gonna start with stretches. However, before we do that, I need to tell you something very important." Scootaloo nodded at the seriousness of Dash's face. "While the training itself is highly important, there is another part of it other than just the traning itself.

You need to think of something to motivate you, something to light that fire in your belly any and every time you feel like giving up. For example, my motivation when I was your age wasn't for learning to fly, but to be the best. I pushed myself and my limits every time I could. Even to the extent where I was hospitalized a few times but that never stopped me. My motivation was anger and determination. Every time a pony would do better than me, I would push myself even harder so I could surpass them. It never took me very long to become the best again. Now, what drives you to want to fly?"

The young orange pony closed her eyes and sifted through her thoughts. Every time she thought of her current situation, a number of things popped up. The pain of being looked down upon, being called inferior or reject, the ridicule of her flightlessness, even the audacity of her friends saying they understood her pain. Scootaloo threw her eyes open and in her eyes was a burning fire. "I'm ready." Dash nodded and the two began their first day of training.

~~~~

Everything was burning, aching, sore, or all of the above. Scootaloo fell onto her stomach, thankful for the plush cloud beneath her. "Not a bad start, but there's definately room for improvement." Scootaloo gave a half nod before allowing her head to fall onto the cloud face first. "Get a good night's rest. We're starting early tomorrow and I want to get to the obstacle courses before noon and hopefully gliding before evening." Dash waited for a reply, but when no sound came, she turned and smiled. Scootaloo had passed out during the first few words. Rainbow chuckled quietly and whispered, "Good night Scootaloo." Before she too succombed to sleep's sweet lullaby.

~~~~

When Dash opened her eyes, Celestia's bright sun had yet to pass over the horizon. It seemed perfectly content to offer a soft glow to scarcely illuminate the world. After stretching, the cyan pegasus went to wake Scoots. "C'mon squirt, time to get up." Dash lightly shook the young pony as she spoke. Scootaloo mumbled and snuggled closer to the cloud. "Scootaloo, get up." Dash spoke louder and pushed with more force.

Scootaloo pushed Rainbow's hoof away and said, "Five more minutes..." Rainbow Dash sighed and flew off, grabbing a small cloud and postioning it over the young pegasus.

"Sorry squirt but..." Dash starting hopping up and down on the cloud, unleashing a downpour on the sleeping pony. "No insubordination on my watch!" Scoots cried out in alarm as the cold droplets pelted her, prompting her to quickly jump out from under the localized rain. The orange pegasus could hear her older counterpart snickering as she stood there drenched and dripping.

"Ha ha, real funny." Scootaloo growled, not bothering to mask her irritation.

"Sorry, but we got a lot to do today and we need to get started as quickly as we can."

"Fine. But was drenching me with water really necessary?" Scootaloo murmured under her breath.

"Well, in any case, you're up no so let's get to work. Come with me." Rainbow turned and started walking, Scootaloo behind her, trying to dry herself off. A moment later, the two were walking up to what Scoots assumed was an obsticle course. "This course is an exactly replica of my old flight camp's but with a few modifications of my own to make up for your...disadvantage. However, that doesn't mean you won't be prompted to use your wings at all." The pair halted at the start and Scoots looked it over as Dash continued to speak. "The course was designed to improve the fluidity of your movement as you switch between running and flying. Watch."

Dash's wings flared up as she started the course. Scootaloo watched intently as Rainbow navigated the course with ease. Scoots swallowed the lump of fear as Dash got to the section where her wings were needed. While she didn't outright fly, Rainbow instead used them to give herself forward momentum and to propel herself upwards to clear some of the higher obstacles. Finally, at the end of the course was a sudden drop followed by a long strip of cloud below.

Scootaloo watched carefully as Rainbow leapt off the side and kept her wings open, occasionnaly flapping them to keep herself going. After a few minutes, Dash glided over the finish, then walked up a set of stairs that placed her on the same level as the young pony. Rainbow flew over and lightly patted Scootaloo's back. "You got this." She then nudged Scoots towards the start of the course.

'Okay Scootaloo...you can do this.' The young pegasus thought, steeling herself for the course ahead. She looked at Dash, then back at the course.

"And...go!" Scootaloo took off forward, mimicing Rainbow as best she could, leaping over blocks and ducking under obstructions. Scoots did this pretty well. However, her momentum was lost as she began to hit the section where her wings were needed and she slowed down considerably. Scoots snuck a glance over at Dash and saw the cyan pony marking something down on a clipboard.

"Oh no...am I doing something wrong? Am I not doing well enough?" Scootaloo asked herself alound as she kept going. Ignoring the panic attempting to bubble up in her belly, Scoots continued on to the best of her ability. As she neared the end, it took all of the orange pony's willpower not to skid to a halt. 'Just jump and open your wings!' Scootaloo shouted mentally. "Here...goes...nothing!" As the last word left her mouth, Scootaloo jumped forward, closed her eyes, and opened her wings. When the sensation of freefall didn't overcome Scoots, she cracked open one eye.

All around her the world was lazily passing by. So, the orange pony opened her eyes fully and grinned. "I'm...I'm doing it!" Scootaloo felt rapturous energy fill her body as she felt the wind pull lightly at her coat, tussle her mane, and flowed under her wings. It felt incredible to Scootaloo to feel the breeze pass over and under her feathers, filling her with unbridled bliss. It was a feeling that Scoots wished would never end. All the years of being mocked by other pegasi for being a "grounded" pegasus and now she was proving them wrong.

Her elation must've shown because she heard Dash shout, "Try flapping your wings!" Scoots smiled and nodded. She moved her wings an inch upward and all her joy and happiness crumbled and made way for panic and fear as she began to plummet. The mare couldn't stop the scream that burst from her throat as she saw her flightless life pass before her eyes. However, her scream was suddenly cut off as she collied with a cloud, the remaining breath in her lungs forced out from the impact and leaving Scootaloo breathless.

The pained mare tried taking in huge greedy breaths, only to harshly cough the air back out. When Scoots could finally breath normally, Dash had managed to make it down beside her. "You alright?" The cyan pony asked, her eyes lit up with concern.

"Y-yea...just a little shook up is all." Rainbow nodded and sighed in relief.

"Well...at least something good came out of this." Scootaloo looked at Rainbow with a mix of confusion and anger. "We found out that we need to work on wing movement and strength. Also, it's clear that you're a natural when it comes to gliding." Rainbow Dash helped Scootaloo back onto her hooves and said, "Now that we know what we need to focus on, we can adjust accordingly. Let's go." The young pegasus nodded, taking a few deep breaths and rubbing her chest before following the older pony back up the cloud stairs.

~~~~

Three Days Later
Celestia's sun was slowly disappearing over the horizon, washing the land in a soft orange glow. Scootaloo and Rainbow Dash were lying near the edge of their temporary home, taking a much needed break (at least, that's what it was for Scootaloo). Both mares were quiet as they relaxed in the light of dusk. Finally, it was Rainbow who broke the silence. "Hey Scoots?"

"Hmm?" The pony in question mumbled, not bothering to open her eyes.

"I'm really impressed with how far you've come this past week and I just wanted to tell you that I'm proud of ya." Scootaloo lifted her head up and looked at Rainbow Dash, a smile on her face.

"Thanks Rainbow Dash...it means a lot to hear you say that."

The cyan pegasus chuckled and said, "I think you deserve a reward for all your hard work."

"You don't have to get me anything. You helping me is-" Scootaloo's statement was cut off as Rainbow pulled the young pegasus close and connected their lips. Scootaloo was shocked beyond belief and the only thing that ran through her head was, 'Oh...my...Celestia....'

Author's Note

Took awhile, but here's the next chapter for you ladies and gentlemen. Again, thank you all for waiting patiently for these chapters.

Hope I can get the next one up sooner than it took me to get this one. Cross you fingers...