Memories in the Clouds

Chapters

Chapter 1: Chances
Chapter 2: Differences
Chapter 3: Dreamer
Chapter 4: Mending
Chapter 5: Promises

Chapter 1: Chances

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High atop the Wonderbolt Towers Apartments in the heart of Cloudsdale a small yellow filly looked out through the wispy haze of one of many windows that covered the ornate towers rising among the clouds. She laid on her cloud bed and nervously gathered white tufts of blanket as she looked down towards the crowded streets.

Its just so... high up here. Her thoughts send a shudder down her spine to the tips of her wings. A sigh escaped her as she stared at the wisps of clouds that floated by her window. How she envied their freedom.

She watched as the brisk wind carried the clouds ever higher. She flipped herself around and laid on her back. The fluffy cloud bed enveloped her making her think she was sinking, she jolted up and propped herself up on the top layer of the bed. Her eyes locked on to the window and she peered warily towards a small opening through the cloud streets to the green grass of Equestria below.

If only it was just another day... The thought bounced around her head.

She closed her eyes and whispered, "But it's not..."

Fluttershy woke up hours ago. But laid on her bed restless and lost in thought. It was difficult falling asleep last night the storms were pretty fierce the night before. Her fear of the booming of thunder and howling of the wind just never went away. She had finally fallen asleep after the storm died down and was awaken by the morning sun's warmth. Its rays cascaded a golden hue around room and light cool spring breeze came in from the crack in the opened window. It smelled of sweet morning dew, which marked another beautiful day in Cloudsdale. In spite of this, she only felt dread as hoof-steps came towards the bedroom door.

She peeked through her pink mane at the door as the hoof-steps came closer and abruptly opened hitting the wall with a loud bang. A fast-moving blur of pink came in and flipped the switch to the lightning bulbs in the room.

"Wake up Shy! Today is the big day!!" The a pink coated mare beamed.

Fluttershy stared her mother's trademark blue eyes and long lashes. She looked so beautiful in the sunlight and her smile so sincere. Fluttershy's mouth quivered with a soft whimper and her eyes looked up at her smiling trying to hide the palpable fear. Her mother stood by the door and looked at her daughter expectantly with furrowed eyebrows of concern.

"Can I have couple more minutes..please?" Fluttershy pleaded as she rolled her face away from her mother and wrapped herself tightly in the cloud blanket.

"Honey... you have stalled long enough. The bus will be here any minute! You can't be late to your first day to camp..." Her mother insisted. But Fluttershy remained motionless and closed her eyes tightly to feign slumber. She heard hoof-steps come closer to the bed and a gentle hoof brushing her mane and squeezing her shoulder.

Her mother came down towards her ear and gently whispered, "Shy.... Come on now... let's get up."

Fluttershy turned slowly and sat up to look her mother. Her mother's smile had faded away.

Fluttershy kept her eyes locked into her Mother's eyes, her voice rose up quietly from her chest, "Mama... why do I have to fly?"

Her mother's eyes shifted away from her daughter's stare and she sighed softly in frustration and turned around walking towards a dresser. She began to quickly put Fluttershy's scattered belongings quickly into the bag. Each item was placed in the bag at a quicker, desperate pace. It was until there was almost nothing left that could fit in the small saddle bag, did she finally speak in a practiced stern voice, "Fluttershy, We talked about this...it's what we do... everything we do involves flying! You're a pegasus."

"But I don't feel like one." Fluttershy spoke out reluctantly.

"Well... I can't have you become just a plain-old factory pony... you deserve better than that dear." Her mother turned to look at her daughter with a look of concern and urgency.

Fluttershy looked away through the window past the grandeur of Central Cloudsdale towards dark clouds that billowed from the rain factories in the distance. Along the factories were gray houses shrouded in a foggy mist. But in stark contrast to the gray houses there were streams of brilliantly colored rainbow water that flowed from the cloud factories. The small streams flowed out into a large canal that leaded towards the edge of the city and faded into nothing upon the sky.

Her mother's voice came from behind, "Come on Shy. What would Daddy thi-"

Fluttershy turned quickly and cut her mother off, "Whats to say that a factory pony is any different from me!? whats to say that I'm... any better? Who says your better Mommy?"

Her mother's frustration boiled over as she turned around yelling, "You know that is not what I meant!... You deserve more than those foggy streets and rainbow stained homes! You don't have to live that life! You have a chance to do more in the world than just push clouds around!"

"Mama, I don't want to fly! I wish... I was just a regular pony! I feel worthless and I don't want to go to camp! I just want to stay here! But you?... you don't even care! " the small yellow filly's voice started to crack as she hid the tears in her eyes with her pink mane.

Her mother's her voice rose in desperation, "What?! Don't want to fly?! Fluttershy, I care about what happens to you! I'm... I'm your mother! All this nonsense about not being better than any pony else! Not wanting to fly!... not wanting to be a pegasus... Fluttershy! What would Daddy think?!"

Fluttershy glared at her mother and clenched her teeth in anger as she stood up tall on her bed, "Daddy is gone! and you are a liar! you don't care about worthless me! All you care about is your projects..."

Her head lowered as the tears started falling off her cheeks, "There's never any room for me."

The edges of her mother's eyes glistened as she looked away from Fluttershy. She picked up the saddle bag and placed the bag softly on the base of Fluttershy's bed and started slowly walking towards the door.

She stopped at the frame of the door and her voice wavered in desperate attempt to hold back the tears, "This isn't up for discussion... I care... You are not worthless... Now get your saddle bag or you'll be late!" The door slammed behind her violently.

Fluttershy lowered her head in shame as the tears came pouring from her eyes. She glanced towards a small picture on her desk.In the photo her mother was smiling and handsome stallion in a Wonderbolt uniform put his wing around her. Between the two was a wide-eyed, smiling yellow filly. On the uniform was a name eloquently sewn in with gold thread and a badge of wings rested below it. It read, "Lightning Sky". She looked up on the wall of newspaper clippings that lined her wall next to her bed.

Lightning Sky Honored for saving Rain Factory Families from the Great Tornado Storms
Hottest New Unlikely Couple in Cloudsdale!
Hope for Cloudsdale's Rain Factory Slums? Lighting and Flutter say "Yes"
Greatest Storm on Record Approaching, Cloudsdale Prepares.
Lightning Sky Appointed as Sky Leader for Storm Fighter Squadron for New Super Storm.
Fallen Heroes Remembered as Cloudsdale Rebuilds.
Continual Aid for the Slums, Flutterlash's Never-Ending Battle.

She looked away at the last headline and reminisced of that night and hearing hoof steps coming to her bedroom door. It would softly open and gentle hoof steps would come close to her little cloud bed. The scent of wet rain would cascade down to her nose as she fought the urge to cry. She always pretended to be asleep those late nights. But it had never worked, she started to sniffle and tears fell down her face. He would slowly place his strong warm wings around her cowering body as he whispered her, "Hush now... Quiet now... Its time to lay your sleepy head... Hush now... Quiet now... its time to go to bed. Hush now... Quiet now... I'll be back for you in the sun's rise..." Her eyes fell heavily and the scary world vanished.

The thunder boomed loudly and the wind screamed in anger. Rain pattered violently on the windows and no star or moon graced the sky. The door never opened to her room. No smell of rain fell upon her nose. No warmth from strong wings as cold crept up her hooves. No loving song of comfort. No whispered promises. Nothing. Her mother came into her room the next morning. Together they cried as their very world crumbled around them. It had been three years since and the world still seemed to lie in ruin.

From the glare off the picture frame's glass Fluttershy saw her tear-stained face. Just like the picture; who she was to who she is now was a distant memory. She put the picture frame face down and whispered softly, "You never came back..." She turned away and grabbed her saddlebag and went down the stairs.

Pictures hung from the stairway wall as Fluttershy went down the stairs. As she glanced at them small echoes of memories flooded her mind. She passed the kitchen where she always swore she smelled her father's famous pancakes. Often times as a baby filly many of the pancakes ended up on the floor than her mouth. Fluttershy's eyes began to water again at thought of the bittersweet memories. Fluttershy looked down passing the living room where her mother sat on chair facing the window noticeably sobbing.

Fluttershy stopped as her mother's voice echoed from the other room. "Daddy was always there for us... I know I haven't been here... Now he isn't here for either of us... Its unfair... But I still want to give you what your father wanted for everyone... A chance. I can't let everything that has happened make me forget and that's not for just us... its for those that we help too Shy..."

Her mother walked out of the room towards her daughter. She smiled warmly again as tears streamed down her face and hugged Fluttershy softly with her dainty wings.

"He wanted to see you soar... All of us. But here we are... grounded. I... see him in you every day. I just can't be the one you can count on... I'm such a coward... leave this all behind Shy. I love you. I will always love you." Her mother stammered as she kissed Fluttershy on the forehead and turned around as she walked towards her room sobbing softly.

Fluttershy reached a hoof out and tried to stop her. She tried to speak, but her voice cracked in the silence and only in her mind did she know what she wanted to say.

"I'm sorry mommy... forgive me for what I said... I love you... I love Daddy... I want this all to go away. I want us back together again."

Her mother's door closed softly and she stood alone in the silence. Her mother will continue her projects tirelessly and their once beautiful home will collect dust. There was nothing here for the both of them. In this small apartment the only happiness they had experienced was now all the pain they suffered. It would be the last time that she would see this place. No doubt her mother will move to a smaller area in Cloudsdale. Fluttershy looked around to see her home in front of her. The soft glow of sun from the windows fell upon objects of distant memory. Her eyes looked down as she walked out of the beautiful apartment and slowly closed the door.

She walked down towards the elevator and as the doors slide shut, it zoomed down towards the lobby. The lobby was brightly lit with many lightning-crystal chandeliers as she walked towards the doors and saw a large bus parked on the curb. The long-limbed skinny filly meekly walked towards the curb and the bus doors open and the foreign sound of laughing and talking came into earshot. The bus teemed with life as fillies and colts looked out all around the bus' windows. Fluttershy wiped her tears from her face, took a deep breath, and walked up the bus stairs.

Chapter 2: Differences

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Fluttershy looked up as she climbed the bus' stairs to see an overweight and weathered white pegasus wearing a faded blue cap. But on the old cap was a polished circular emblem of golden wings with a thunderbolt striking across . It was the official insignia of Cloudsdale's Flight Camp.

The driver sheepishly turned his head and bellowed in deep voice above the chatter and laughter of the young ponies, "All right small fly get on in! There are other ponies in Cloudsdale you know... wait a minute..."

The driver wheeled his head to look at the new-comer and leaned forward with a labored grunt and squinted his eyes. He looked at Fluttershy's eye long lashes and her father's trademark tuft mane style. A large grin ran across his softly rounded face as his voiced rumbled out in excitement, "Well look what the trade-winds blew in! I can't mistake that mane style! Isn't it THE Lightning Sky's daughter? Fluttershy was it? By Celestia's feathers! My sympathies as well... but it is a pleasure to meet you!"

"Um... yes that's right sir... it is a pleasure to meet you.Thank you... for your sympathy." Fluttershy spoke with the best smile she could put on.

"Oh! don't be shy!... Ah well, no pun intended. Why... I'll tell you, I remember when it was your father walking up those steps! You sure do remind me of him..." the bus driver continued as he gave Fluttershy a wink.

Fluttershy eyes lit with a small interest in the bus driver claims, "You brought my dad to flight camp too?"

The heavy-set pegasus leaned back on his chair and looked out towards the horizon, lost in thought as he answered, "Ah... yes... it seems as it was yesterday...." He continued to lean back lost in an old memory as his seat creaked noisily under his weight bringing him back to reality and to meet Fluttershy's eyes.

He blushed slightly and added, "Well...not literally. Although time seems to pass by around me. It seems I still have use around here... Bah! What am I grumbling about? we have a schedule to keep! Everypony! This is Fluttershy! the daughter of the famous Lightning Sky!"

The Bus driver leaned over again near Fluttershy and whispered, "That ought to get you a good seat... now go on."

The clamoring of voices faded as all the young pegasi looked towards Fluttershy's direction. Their eyes gave way to many emotions. Some in excitement, reverence, and a few whispered unheard words to themselves. As she walked down the center of the bus she saw many smiles,giggling, and even others yelling, "Sit here if you like! come on!" All the attention terrified her and she politely turned down the many offers for a seat as some pegasi shoved one another to make a space. She walked all the way to the back until she finally found an empty seat a couple of rows to the end and climbed up on the seat laying her saddle bag next to her empty seat for good measure. The last thing she needed was an over-excited filly or colt asking her questions about anything and everything.

They began to move again and the attention on her eventually faded. Fluttershy gave a breath of relief when the others began to speak among themselves and left her generally alone. Every now and then she would catch shifting eyes looking at her from a distance. Fluttershy turned her attention away to the babbling masses and looked out the window at a reflection of the bus on one of the silver towers. It was an old bus, probably as old as that driver, it creaked and groaned as it careened down rising and falling streets of Central Cloudsdale passing many towering Cloudscrapers along the way. The towers were crafted from the finest white clouds, adorned with many intricate designs of ancient pegasi of old and had thin sheets of ice-glass windows that refracted the sun's rays into many prisms of colors. Hard to make ice-bricks that didn't melt paved the winding streets. No doubt some unicorn magic was required for such a feat. The streets and buildings glowed with a myriad of bright colors and prismatic reflections.

The bus continued through its route to pick up some new students. A few had some famous Wonderbolts parents and made a commotion by the small tricks their parents must have taught them before heading to camp. Some could even fly a short moment which in turn caused a frenzied riot and hoots of approval. Many of them were the same, high-strung, loud, and boastful. Unfortunately it was a common conception of Central ponies. Fluttershy leaned her head on to the cold bus window and observed the towers started to get smaller and smaller in the distance. Gray building began to approach as the bus headed towards the Cloud making District. Upon passing into the district the driver suddenly bellowed, "One more stop! and we are off to Flight Camp!" The announcement was met with loud cheers.

Fluttershy sighed and added a soft sarcastic, "yay"

As the gray houses came closer the sky seemed to dim and a dark fog enveloped the bus. The glimmering ice bricks gave way to normal cloud roads which made for a bumpier ride. Dilapidated cloud-houses loomed around them as some saw cloud-homeless pegasai sleeping on the curbs. They passed a massive gray cloud factory with large smoke stacks that billowed dark clouds. Fluttershy jumped in her seat as large echoing booms of thunder that seemed to come from deep within the immense building. Along the side of the road she could see a stream of rainbow water flowed from the factory.

"Ack! why are we going here?! Are we getting some more lightning bolts to get the bus charged up?" one of the pegasi yelled loudly.

"Yeah what are we doing at this fog hole?!" yelled another pony.

All around voices echoed similar complaints in an endless white-noise of discontent. Fluttershy ignored them as she continued to look out towards this new world that she was not accustom to. A low-lying fog seemed to hover in this area. Wind-sweepers were not brought here often enough to make sure that the air remained clear.

Through one of the open windows a small mist of fog flowed into the bus. Fluttershy closed her eyes as she smelled the slight scent of rain. When she opened her eyes again she noticed the rainbow river was literally right along-side the bus. The colors were so vibrant as it continued flowed down the ditch and yet it didn't mix. Every single color remained in many separate bold bars. Fluttershy began to day-dream as she watched the colors moved slowly not like a babbling torrent of water but gracefully like a passing cloud in the sky. The day wore on for what seemed a couple of hours until the bus stopped abruptly and Fluttershy heard the bus door open.

"I love you honey... don't forget our promise." a sweet voice spoke from edge of the bus doors.

"Ah! Don't worry about it mom! I got this!" a squeaky cracking voice yelped back in confidence.

"I know you'll do your best. Stay out of trouble!" the mother yelled out as hoof-steps echoed on the bus stairs.

"Alright enough of the mish-mash! we got a schedule to keep! come in and find a seat!" The driver groaned impatiently. Fluttershy's ears perked up in surprise by the driver's changed demeanor.

"Alright, alright, bud don't get your feathers in a ruffle...jeez!" the squeaky voice spoke back.With a disapproving grunt the driver shut the door. It was followed by a little yelp from the newcomer, "Ouch! Watch it! that's my tail!"
"Should have moved faster! Damn factory ponies." The driver grumbled as he began to drive again.

Fluttershy couldn't see behind her chair and stood up to see what all the fuss was about. A small filly, smaller than her stood in the middle of the bus as she did. She had a blue coat and deep cerise eyes. But all that didn't stand out as much as her brilliant prismatic mane. Fluttershy couldn't help but stare at the filly cautiously behind the back of the chair. The blue filly started to walk down the bus as the others started moving towards the edges of their seats so that she couldn't find a spot. All around her the ponies spoke as they denied her a seat.

"Taken!"

"Sorry don't want to get rainbow all over me!"

"Don't you have some clouds to make?"

"Are you here to charge the bus?"

"Who let this cloud-pusher on?"

With all the harsh words filly's eyes filled with anger yelled out openly to the entire bus, "Whatever! I don't care.... you can have your seats!"

Although she kept her head held high Fluttershy could see the smallest bit of hurt on her face. She kept on walking until she realized she reached the end of the bus right across from Fluttershy's seat. The filly snorted as she turned around and stood in a proud composure in the back of the bus.

Fluttershy glanced over to the pony that continued to face forward as the bus bobbed up and down the turbulent cloud streets. The fillies mane was so brilliant and yet it was frizzy and unkempt. Her lashes were straight and it was pretty safe to assume it had never seen a curler in its life. A large bump came up as she yelped softly and almost lost her balance. But as quickly as the bump came, so did the filly regained her strong posture. Fluttershy saw and knew what it felt to have the smallest wells of moisture collect on the edges of the rainbow maned pony's eyes and her mouth quivering softly holding back her distress. It was too much for Fluttershy to bear.

"Um... excuse me?" Fluttershy asked softly as her mane muffled her voice.

The blue filly continued to look forward obviously not hearing her.

Fluttershy moved her mane out of the way and spoke with more force, "Excuse me?...."

The blue filly tensed slightly but didn't move as she spoke through gritted teeth, "What? am I in your space now? sorry pal... I can't just disappear for you."

"No... that's not what I meant... " Fluttershy recoiled in defeat but continued to look at her as a long silence fell between them.

A spark of irritation glinted on the blue fillies eyes as she looked at Fluttershy asked angrily, "Then what?!... What do you want?! You got a problem with me? Because I can knock that goofy mane cut of your head if I wanted!"

Some of the fillies around them made cat calls in lieu of the little stand-off. But it was just more white noise among the massive chattering in the background.

" No... I.. I was just wondering if you wanted a seat... that's all" Fluttershy reassured as she forced herself to stare at the angry pony and slowly took her saddle bag off the empty seat next to her.

"Oh.... I.. uh" anger melted away as the young pegasus's small flaring wings slowly folded to her side. Her expression softened and she looked down in embarrassment and approached the seat. She proceeded to plop herself on to the chair and looked on towards the front of the bus. Her head sank below her shoulders and her mane covered her face and a single tear dripped down her face.

She whispered softly, "Thank you."

Fluttershy looked away in respect to the filly and uttered, "You're welcome..."

Another awkward silence went on as Fluttershy felt butterflies in her stomach. She had no idea what to do now. This wild pony is next to her and who knows if she will still make good on her threat to "knock her goofy mane cut". In that instant, the blue pony sighed loudly and decided to break the ice. She wiped her face with her hoof hiding the tear stains on her face and turned towards Fluttershy and put a hoof out and stated in her proudest voice, "My name is Rainbow Dash! Please to meet you! What is your name?"

"Ah!" Fluttershy yelped slightly startled by the sudden jolt of energy from Rainbow. She looked at the hoof cautiously and looked at Rainbow's face which had an apologetic smile. Fluttershy shook Rainbow's hoof and spoke gently, "Oh... It's nice to meet you... Rainbow Dash... my name is Fluttershy."

"Fluttershy... hmm well you are bit jumpy... but hay! Nice to meet you too! At least somepony isn't a jerk around here... Well Fluttershy, where you from? the rain cloud factories? snow refineries? or no! the thunder shops?" , Rainbow asked in genuine curiosity as she turned her entire body towards Fluttershy in attendance.

"I-I'm from Cen-", Fluttershy held her tongue for a moment. She glanced at the obnoxious Central Cloudsdale ponies and around her and decided it was best not to tell Rainbow where she came from. "Oh...um. No where special... just going to flight camp...." Fluttershy answered as she looked down.

"I know isn't it awesome? I can do some hovering on my own but I can't wait to really fly!" Rainbow egged on as she looked outside the windows to the open blue sky above them. Fluttershy herself couldn't even put out a candle with her wings let alone hover. She wanted to stop talking about it. But deep down she also wanted to know something that she didn't rightly understand.

"Why?" Fluttershy asked blankly.

"Why what?" Rainbow asked in return.

"Why do you want to fly?" Fluttershy rephrased looking at Rainbow in curiousity.

Rainbow put her hoof under her chin, in deep in thought before she answered, "Oh... uh well... why not? That is what we do. It's our... life? Just imagine the open sky and the wind in your face! The feeling of being free? I mean, these wings aren't just here for show you know. " Rainbow challenged as she gently poked one of Fluttershy's folded wings.

Fluttershy nodded half-heartily as she dismissed Rainbow's answer with heavy sigh "I guess so... "

Rainbow looked back at her and noticed her discontent as Fluttershy looked down towards the ground.
"You guess?... Well Fluttershy... I don't know what you think you are... but you sure look like a pegasus to me..." Rainbow assuredly nodded.

Fluttershy looked up and put on the best smile she could as she spoke, "Oh! no... I meant, yes your right... I am excited... can't wait really... I'm sure it will be fun for all of us."

"There you go! Its going to be awesome! it will definitely be fun! especially since I've already made a friend!" Rainbow exclaimed happily as she looked at Fluttershy.

"Oh gosh! really? I'm sorry I could stand up if you want her.. or him to take my seat so you can be together." Fluttershy offered.

"No.. no! you feather-brain! I'm talking about you!....that is if you want to be my friend?" Rainbow asked trying her best to suppress a hopeful look.

"You want ME to be your friend?!" Fluttershy asked in surprise.

Rainbow glanced away in dismay as she mumbled, "Ah I should have known...sorr--"

"Yes!" Fluttershy squeaked as she cut off Rainbow.

"Oh?... Oh! Alright then! Okay...Shy... Can I call you that? you can call me Rainbow or um...Dashie if you like whichever really." Rainbow asked Fluttershy in excitement.

"Yes you can call me that.. Rainbow Da- I mean Dashie..." Fluttershy giggled at the sound of the nickname.

"Cool! Alright Shy!" Rainbow exclaimed as she put a small wing around Fluttershy.

Fluttershy's heart leaped as she felt the comfort of her new friend's wing upon her shoulder. In that moment it everything felt alright. It felt almost normal. In the end they were still going to flight camp, she was still the daughter of the tragic Lightning Sky, and she had no idea how to even conceive of flying. But that didn't matter for this moment. All she was now was Shy and nothing else.

"I promise, we're going to be the best of friends for life!" Rainbow added as she smiled at Fluttershy.

A small pang of pain hit Fluttershy as thoughts raced on in her mind.

I know she can't promise that. But for now... at least for now... she can.

Chapter 3: Dreamer

*******

"Dashie!" a distant voice echoed along the narrow foggy streets. Rainbow's ears perked up and she looked back to see a faint figure waving a hoof towards her.

"Dashie! it's dinner time! Come on back home!"

Rainbow voice cracked as she called back, "Okaa-ay! I'll be there in a second!"

She regained her focus on an unassuming small pile of boxes a little taller than herself. She put her hoof close to her mouth pretending to hold a microphone and began in her most dramatic voice,

"And now Madame-Mares and Gentle-Colts! Here she is, the best flyer in Equestria! Rainbow Dash! Watch in amazement as she jumps this towering mountain in a single bound!"

She stooped down low to the ground and began to flap her small wings in anticipation. With an instant she jumped, eyes shut tight and hooves outstretched in front of her. The wind seemed to hit her face with amazing force. She fluttered her wing as hard as she could. Her mind began to race, Oh my gosh this is it! I'm flying! As she opened her eyes, she was greeted with cardboard boxes coming towards her face.

---------CRASH--------

The pyramid of boxes collapsed around her as she fell on to the cloud street. Small feathers floated around her as she whimpered in pain. Hoof steps came galloping in the distance as Rainbow looked towards the sound to see her mother flying to her at a break-neck speed. Now she was flying.

"Dashie?! are you alright? wait... don't move!" the mare quickly glided down close to feel her daughter's soft rainbow mane.

"Ack! Mom! watch the mane please?" Rainbow detested the coddling that her mother gave her.

"Ow!" the tiny pony yelped as her mother felt where a small bump started to form. Her mother softly sighed.

"Another bump? You really have to know when to call it quits young filly!" Her mother scolded as she continued to check Rainbow any other damage.

"Pshh! this is Rainbow Dash your talking about! I don't quit for nothin!" Rainbow contested as she plopped up and started flapping her wings furiously. In her efforts she started to rise up off the ground and hovered in place. She looked down in disbelief as she tried to keep her balance.

"Hah ha! See? Check me out! Whoa!" Rainbow boasted as she tried to do a flip and lost her balance, falling on her flank with a soft thud.

The mare started laughing gently, " Haha, Aren't you excited? Well I can see why, my little Dashie, going to Flight Camp."

Rainbow nodded at her with a smirk, "That's right! I'll show'em that I aint no ordinary pony!"

"I'm sure you will... soon, but even extraordinary ponies have to eat dinner, now come on... get up." Her mother extended her hoof and Rainbow reached for it, when suddenly a voice echo in the distance.

"Get up.", Rainbow turned around to find the source, nothing was there.

She shrugged and turned back in surprise to see a sprawling cloud-field with her mother nowhere in sight. "What the...."

*******

"Um... Hey Dashie? it's time to get up.", Fluttershy nudged Rainbow gently from her slumber.

"Hnmmh? no... not yet." Rainbow mumbled dreamily as she nuzzled deeper into her comfortable sleeping spot. Her thoughts drifted aimlessly as she tried to fall back asleep.

Mmm, I don't remember the seat smelling so nice and being so warm!....Wait warm?~

Rainbow quickly bolted up in surprise as she realized she had fallen asleep on Fluttershy's shoulder, "Oops! Sorry!"

"I-It's okay, I'm really sorry to wake you. But we're almost there...." Fluttershy stammered apologetically smiling.

Rainbow rubbed her eyes as she looked at Fluttershy in concern, "You know, you should have woke me up when I started to lean on you."

"You seemed tired, so I didn't... It's alright really." Fluttershy nodded in affirmation as she looked away bashfully and started to smooth out her mane. Rainbow looked at her new friend in surprise. She had never met someone outside of the district, that had ever treated her so kindly. First the seat and now, letting her sleep uninterrupted. Rainbow gratefully smiled and was ready to thank her new friend just as the bus driver began to speak.

"Ah haha! Well young fillies and colts, here she is! in all her glory! Welcome to Flight Camp!" the bus driver roared in pride. All around them rose hoots and cheers.

The bus was coming towards an immense gated complex. Above the main gate a large golden emblem shimmered against the sun. Below it in a whimsical script was an embossed golden sign which read; Flight Camp. As they came closer the gate slowly creaked open. Deep within a myriad of cloud towers connected by pillared bridges shot up towards the sky and along the road vast cloud fields extended from the towers. Many pegasai where on them, some galloping along the clouds, others soared to great heights before plummeting back down dangerously.

In a flash a group of pegasai swooped down to pass the bus in glorious fashion. The bus' occupants gasped in awe at the precise movements of the group as they preformed intricate formations and daring stunts. Rainbow's mouth hung open and her eyes stared entranced at the display of skill. Her heart gripped in a tense excitement that left a tingling sensations on the tips of her hooves. A group of buildings in rows came closer in the distance. She looked at Fluttershy with wide eyes and a huge smile. The yellow pegasus looked at her with unsteady eyes as she continued to slowly brush her mane.

Rainbow looked at Fluttershy beaming, "I can't believe it... we're here!"

Fluttershy's ears lowered and she started so shiver in fear and let out a minuscule, "yay..."

Rainbow's thoughts gripped her with worry as she saw the distress in Fluttershy's eyes.

She's... terrified. I gotta snap her out of it, somehow...

She looked Fluttershy in the eye, putting a hoof on her shoulder and gripped tightly.

"Come on Shy, It'll be a piece of cake. I'll be watching your back! as long as you watch mine too, deal?" Rainbow assured.

"I don't-- I don't think... I can do that." Fluttershy admitted, shaking her head.

"Yes! you can! Trust me!" Rainbow insisted as she hocked up a spit on her hoof and presented to Fluttershy.

"Uhm...Ew... what's that?" Fluttershy murmured in disgust.

"Its spit promise! I can't back out of it and neither can you. I... uh already spat! so no take-backs, I promise, I won't leave you behind Shy." Rainbow ensured as she put her hoof in front of Fluttershy again. Fluttershy looked at it carefully and looked at Rainbow's eyes. A few moments later she brought her hoof slowly towards Rainbow.

With a quick jolt Rainbow pulled her hoof away as she gasped, "No! No! wait! you have to spit on it too! Or else it's not a deal."

"Oh! dear, sorry about that... what was I thinking." Fluttershy cringed eyeing her hoof in hesitation. Her mouth grimaced at the thought, but she shook her head in determination.

"(Pe---tew)!" Fluttershy sent an insignificant spit on to her hoof and presented it to a sheepish Rainbow. She inspected the spit covered hoof carefully.

After careful observation, Rainbow nodded in general approval. She looked up to Fluttershy and their hooves met with a soft smack. "That'll do... for now. We got a deal! Ya really gotta hock it up next time, okay? "

"O-Okay... Um, Thank you Rainbow, really." Fluttershy said gratefully. Her body stopped shaking and she smiled in thanks. Rainbow looked at her friend smiling and patted her shoulder reassuringly. She quickly glanced along the side windows, around them pegasai flew by shouting cat calls and banged the bus violently with their wings.

"Welcome to Flight Camp, Small Flies!" many chuckled out as they passed the bus. The young fillies and colts fell into a silence as the larger ponies grinning and looked at them like just another meal. The bus came to an abrupt stop in front of the rows of buildings and the bus driver opened the door. No one got up. Fear had frozen them all into place.

"Alright you little foals! Dormitories! get on out!" The bus driver ordered loudly as he directed them out the door. The foals hearing the urgency in his voice began to plop down and run towards the door. Soon many started to follow and even small cheers of courage came from the crowd as the bus slowly began to empty. Rainbow bounced off seat and started running for the exit.

This is it! time to show your stuff Rainbow! between you and Fluttershy... Fluttershy?

She stopped and looked back. Fluttershy sat still frozen to her chair and she was breathing haphazardly in panic.

"Come on Shy! let's go!" Rainbow yelled out as she waved her hoof towards her. Fluttershy looked at her in dismay and shook her head, unable to speak. Rainbow started back to the seat. She pushed through the stampede of ponies and dodged many hooves that unintentionally and intentionally, tried to hit their mark. When she reached Fluttershy she put out her hoof in front of her. Fluttershy looked at it questioningly.

"Don't leave me hanging now!" Rainbow yelled above the loud clamor of the other ponies. Fluttershy looked at Rainbow's hoof and clasped on to it and together they started towards the door. Fluttershy ran as fast as she could but stumbled. Rainbow lifted her up and looked into her eyes.

"Don't worry! I got you!" Rainbow held tightly as she guided them among a sea of ponies larger than both of them.

All around boorish comments seemed to come out from the crowd again.

"Get in line! Foggy!"
"I aint no cloud for you to push!"
"You can start cleaning the bus after we are gone!"

Rainbow ignored them and shoved along to the front. Just as the door was in reach bus driver glared at Rainbow but suddenly looked at Fluttershy with amazement,

"Fluttershy? is this wisp-raff bothering you?" the bus driver looking at the two ponies holding hooves.

Rainbow turned around facing the bus driver in anger, "wisp-raff?"

"No sir! she is not bothering me!" Fluttershy yelled out to the driver.

"Oh! well its very nice of you to take care of the less-fortunate, very Central courteous... but it isn't required." the bus driver ensured as he shot a disapproving glare at Rainbow. "You never know if they'll take advantage of you."

Rainbow continued to listen in disbelief.

"S-She's my friend!" Fluttershy shouted at the driver as she looked at Rainbow.

"Of course, of course... but lets not give her too much hope now. I know you feel sorry for them." the bus driver insisted. Fluttershy looked at Rainbow holding her breath in uncertainty.

Rainbow fell into a shock as she looked at Fluttershy, "So that's it? That's why you were being nice to me? because you felt sorry?!"

Fluttershy's tried to speak but her voice couldn't carry across the crowd. She shook her head dismissing the claim.

"Don't talk to her like that!.... you're lucky that shes even talking to the likes of you!" The bus driver loomed over Rainbow.

"Why did I even bother..." Rainbow mumbled to herself. She looked at Fluttershy in hurt and threw her hoof away and ran out of the bus.

"Rainbow! Wait!" Fluttershy called out as she ran after her.

Rainbow's lowered her head to hide the small tears of betrayal and busted out of the bus running in the general direction of everypony else. Her heart ached as thoughts rushed into her mind.

How didn't I see it? her perfectly preened wings, smooth silk coat, and those beautifully curved eye lashes. Shes just another one of those Central ponies. Just another one of those damn.. Central-

----------THUD----------

Rainbow ran into something firm and fell back to the ground. She looked up to a towering black-coated colt.

"Watch where you are going, factory pony!" the colt glared at her menacingly with his wings extended.

She stood up stepping back slightly in fear. But quickly stepped forward in defiance as she glared back at the colt, "I aint scared of you!... you... Central Ass!"

"What... did you call me?" The colt came closer as he began to put his hooves together tensely.

"You heard me.... I called you a stinkin', no good, Central Ass!" Rainbow shouted loudly with the faintest wells of tears in her eyes.

With a sudden blur of black the colt threw a hoof right at Rainbow's face.

---------------POW----------------

Rainbow fell hard on the ground in a daze and her vision began to blacken. But she gritted her teeth and lifted herself off the ground and put her hooves up, ready for a fight.

"Aw come on! Afraid to really hit a filly?!" Rainbow mocked as she swayed to and fro.

A small crowd gathered around the two ponies as chanting echoed around them,

"Fight! Fight! Fight!"

"You just don't know when to quit... do you?" the Colt chuckled as he approached slowly ready to pounce.

"Never." Rainbow whispered as she charged to him as fast as she could. She arched her hoof in preparation to strike.

The colt dashed effortlessly and hoofed violently into her gut. Rainbow let out a gasp of air as she collapsed to the ground. She tried to get up but the colt gave her hard a kick to the face and she crashed down into the ground.

He started walking away as she heard him mutter, "Stinkin' Factory Gutter pony..."

The world began to spin around her as the edges of her vision slowly darkened. Laughing echoed around her as the cloud began to disperse. The world was blurry and she would soon fall out of consciousness.

"Rainbow?!" A distant sound echoed as saw a yellow blur come close. It was Fluttershy.

"Rainbow!? Get up!! Someone help us!" Fluttershy yelled loudly. It was louder than Rainbow had ever heard her speak since she met her.

"Why should we? just let her be!" A voice echoed in the distance.

"Shut up!! Get me the damn doctor!" Fluttershy yelled in frustrated rage as she held Rainbow's head with her hooves.

Rainbow looked up in disbelief at what she saw. She felt tears flowing from her eyes as her vision finally gave way to darkness.

*******

A wonderful aroma enveloped Rainbow's nose as her mother opened the door their grey cloud home.

"Oh! Mom! you made dandelions soup!?" Rainbow screeched in excitement.

"Yep, just for your special day!" Her mother spoke warmly as she nuzzled her little filly.

Rainbow sat down on their old dusty dinner table. The table-cloth her mother laid out matched her mane. No doubt she had spent some time at one of the rainbow water canals to make it for her. The old house was dimly lit and the window let in some light that wasn't blocked by the heavy mist.

The two sat down as they started to spoon the thin broth with a meager assortment of vegetables. There were two yellow dandelions for Rainbow, one for mother, and one for Dad. But dad rarely came home on time for Rainbow to see him. He often worked all day and spends much of his late nights at a Cider Bar a couple blocks down. Her mother took care of most of the necessities and stayed home to take care of Rainbow. Mama used to tell Rainbow that Dad wasn't always like this. But Rainbow could never really believe her. To Rainbow, Dad was always drunk on cider and didn't really care of Rainbow or Mom.

"Mmmm, Mom, this is the best!" Rainbow gleefully scarfed down the broth. In less than ten seconds her bowl as empty. Rainbow looked at it in disappointment.

Her mother looked at her daughter with a saddened heart. She lifted her bowl and put it in front of Rainbow.

"NO! Mom! you have to eat too!" Rainbow insisted as she tried to push the bowl back.

"Just take it. Its okay..." She put Rainbow's hoof on the bowl.

Rainbow looked at her mother in introspection. The years had taken their toll on the once beautiful mare. Her once bright eyes, had dark bags under them and her rib bones protruded on her dull coat. But still small glimmers of a radiant past showed on her weathered face.

Rainbow jumped over and hugged her tightly, "Thanks Mommy..."

"Ohh, stop that Dashie, don't make Momma cry..." The mare spoke as lifted the little fillies head to see her mother warmly smiling. Rainbow ate everything in the bowl down to the last drop.

The day faded into night and Rainbow gleefully gave recounts to her mother of her great adventures for the day and her plans to impress all the ponies at Flight Camp. Her mother would laugh and cheer, always encouraging Rainbow. It was the same as many of the other nights. But this was a special night as it would be a while before Rainbow could see her mother again.

As the night wore on Rainbow began to get sleepy. She began to doze off as her mother brushed her mane gently as they tried to look to see the stars out in the their small window. Her mother picked her up and brought her to her little bed in the only bedroom they had. On the walls old wrinkled Wonderbolt posters hung barely held by rusty nails. Wonderbolt figurines missing various accessories and even limbs, laid on Rainbow's desk of cardboard boxes. Her mother tucked her in into the soft bed and covered her with a sheet of cloud. Rainbow looked up at her mother and smiled graciously.

Her mother sat beside her and brushed her mane softly and before she fell asleep whispered a single question, "Little Dashie, what do you want to be when you grow up?"

"When I grow up I wanna be a rock star, become a Wonderbolt, and be the best flyer in Equestria..." She mumbled softly as she fell deep into sleep.

*******

Chapter 4: Mending

*******

A stallion's voice echoed in Rainbow's head as she dreamed violent dreams.

"Why the buck would you spend everything on that little gutter foal?!"
"That foal is our filly! you useless cider drunk! She can do it! "
"Oh! You really think sending her there will do her any good?! With all those damn Central Asses!? They're the reason we are in this dump! "
"It isn't like that anymore! Central is trying to help-!"
"Shut up! where were they when we lost everything?! All faded into the mist!"
"She deserves more than this! She deserves more than you as a father!"
"I told you to shut up!"

The voices faded away to be replaced with distant weeping, as Rainbow's drifted back into a dreamless slumber.

"Dashie... Wake up!" her mother's voice echoed in her head as she blinked opened her eyes, and rubbed them to clear her blurry vision.

The sun glimmered through the small holes in the dark house. The blue filly writhed in a large stretch and yawned loudly, a smile crept on her face as she felt the excitement rising for the day. Rainbow glanced over to her mother quickly putting the last of Rainbow's possessions in her worn saddlebag. The spartan room was even more bare without Rainbow's posters and figures. She rolled over on her stomach and slowly lifted herself up. She looked at her mother again as she saw one of her eyes hastily covered by her thin mane. It was purple and swollen.

"Mom?... What happened?!" Rainbow looked in shock as Rainbow tried to rub her eyes again to make sure she wasn't seeing things.

"Shhhh, its okay Honey...its okay, its nothing." Her mother came close to Rainbow and reassuringly brushed her mane gently.

"What do you mean nothing?... you're hurt. " Rainbow reached a hoof to touch her mother's eye. Her mother quickly grabbed her hoof and moved it away slowly.

"Not a word... dear. Come on, the bus stop is a little bit away. I'll take you there today, but first." Her mother insisted as she put a worn saddlebag on Rainbow's flank and started to wiped her face with a small damp wash cloth. Rainbow tried her best to smile as her mother preened her as best she could. She smoothed out Rainbow's coat and wings, but left her mane just the way her daughter liked it. Rainbow gritted her teeth and clenched her hooves in anger.
.

"Done! Aw... look at you... you look beautiful!" her mother said triumphantly.

Rainbow looked blankly down and didn't say anything in return.

"Hey... Silly filly." Her mother reached out a hoof in front of Rainbow. She stared at it confused as she looked at her mother. Small hints of her swollen eye showed. But her face still resonated the uncompromising warmth that Rainbow always remembered.

"Don't leave me hanging now..." Her mother said nonchalantly with a wry grin.

Rainbow put on her best smile and grabbed her mother's hoof. They came out of the small room and out the old grey house, closing the door behind them. Rainbow barely had time to look back at their home, as her mother walked along the sidewalk quickly and continued to hold her hoof tightly.

The alleyway was exceptionally misty today, and it made it hard for them to see too far in front of them. The only guiding light was the bus stop's blinking red light on top of a high pole in the distance. Along the sides of buildings the cloud-homeless ponies laid with small cups in front of them. The sounds of mumbling and raising of cups came too and fro as they passed through to the main street. Rainbow's mother tried to looked at a old clock tower nearby. The thick mist veiled the clock's time. Rainbow's mother grumbled in frustration and flared out her large wings.

"Come on honey we have to move! here let me fly you over there" Her mother scooped Rainbow up and with a single bound they were airborne. Rainbow held tightly on to her mother's neck as the force of strong wings pushed the smoky mist aside. The wind flowed through Rainbow's mane as they picked up speed. With sudden flash they broke above the low-lying mist, to a blinding light. Rainbow covered her face with one of her hooves as her eyes adjusted, revealing the glorious shimmering city in the sunlight.

Rainbow gasped in amazement. The afternoon sun gleamed upon the crystal towers and flowing arches at their base. Their silhouettes pierced the blue sky with vivid clarity as the arches faded into the dense mist below. In that moment she took in a deep breath of the fresh crisp air and gazed at the sprawling cloudopolis.

"Woah..." her mouth stood agape at the sight. Her mother smiled as she drew Rainbow closer to her.

"Imagine... someday. You will get to see this every day." Rainbow's mother whispered into her ear.

Rainbow glanced at her mother smiling to catch a glimpse of her broken face, she looked away and with a heavy heart asked, "What about you?... Will you see it with me?"

Small tears appeared on her mother's face betraying her smile, "Just remember Dashie... the sky has no limit... remember that. Believe in yourself! promise me that."

Rainbow buried her face into her mother's mane holding her tightly. "I-I promise!"

Rainbow looked to the distance she saw the soft glowing of red from the light by the bus stop. Her mother dove down gracefully back into the cloudy mist and landed softly to the ground. Her mother enveloped Rainbow with her wings one last time as a large bus came to a abrupt stop along the side of the street and its door slid open. Rainbow turned to look up the stairs she saw nothing as the mist seemed to grow extremely dense, she turned around to look at her mother, but everything faded to a brilliant white.

*******

"Mom!?" Rainbow bolted upward as her one of her eyes opened to the darkness of night, the other was swollen tightly shut. A soft moan of pain escaped Rainbow's mouth as her body failed to hold her up and she fell back on to a soft cloud-bed. Intense throbbing came from her left eye, she gently examined it with her hoof and realized that she had a small cloth bandage around it. Using her one good eye, she looked around the room eventually laying eyes upon the base of the bed. On the misty floor, Fluttershy snored quietly in slumber. A small first aid kid laid sprawled on the ground with open tubes of ointments and unfurled rolls of bandages around her. Rainbow sighed deeply, pursing her lips at the sight.

She glanced around the dimly lit room, it had two cloud beds and desks across from each other. Moonlight flooded in from the large window between the two beds. Next to her was, a glass of water and a pitcher on a small dresser. Her mouth felt dry and as she tried to swallow her throat felt like rough sandpaper. She arduously lifted her hoof and reached towards the glass. A shot of red-hot pain came from her stomach up to her head and she dropped her hoof near inches away from the water. Small gasps escaped her mouth and she looked at the glass as her vision started to blur again. Darkness began to veil her eyes, but in that instant a small yellow hoof picked up the glass and moved it right next to her hoof. Rainbow blinked the dark spots from her vision and slowly focused her eyes to see Fluttershy looking at her.

"Hey... Rainbow Dash.."

Rainbow shifted uneasily and glanced around avoiding the yellow filly's gaze, "Where... are we?" Rainbow asked weakly.

"We're in the dorms... t-they gave me a first-aid kit and a room number. So.. I brought you here. I really tried my best. Um- I never really bandaged somepony before. Sorry if it's not right." Fluttershy apologized meekly.

"They're okay." Rainbow said with uninterested and closed her eyes turning her head away from Fluttershy. Moments of agonizing silence followed between the two until Fluttershy broke the tension.

"I should... have told you. I'm sorry." Fluttershy admitted as her voice wavered in uncertainty.

Rainbow felt her heart sink and she clenched her hoof tightly.

"I never meant this to happen... I-I was just scared! I didn't want you to think. I was like them... " Fluttershy's ears lowered as she nervously scuffed her hooves on the cloudy floor.

Rainbow looked away from the glass of water in front of her and looked at Fluttershy, "Why? Why would you do all of this for me? You could have just left me. I don't get it."

Fluttershy paused in deep thought for a moment and took a deep breath, she looked up at Rainbow and smiled, "I.. I can't just leave you hanging, can I?"

Rainbow felt the words wrack her heart. Her mouth fell slack and eyes widened, she gaze into Fluttershy's eyes in awe. Fluttershy trembled as she stared tentatively at Rainbow.

Rainbow moved her hoof past the glass of water and tightly gripped Fluttershy's hoof.

"No...you can't... and neither can I."

A smile formed around their faces as Fluttershy grabbed the glass with her other hoof and gave it to Rainbow. She drank heavily of the cool water, it flowed down her throat extinguishing the dull pain all throughout her body. A wash of relief fell upon her softened face. She looked over towards the yellow pegasus with a grateful smile.

"Thank you, Fluttershy."

"Your welcome... Rainbow Dash." She nodded her head as the smallest hints of pink surrounded her cheeks.

Fluttershy turned around and began towards her bed and upon reaching it tripped over her mane and fell on it clumsily.
"Doh!"

Rainbow began to laugh lightheartedly. "Careful!... well, that's one day down! looks like you and me better stick together... huh?" Rainbow mused.

Fluttershy giggled softly, "Oh yes... most definitely... and- Rainbow Dash?"

"Yes?"

"I'm... really glad that I met you." Fluttershy spoke in sincerity as she began to comb through her mane nervously.

"Me too... and you can just call me Dashie, you know." Rainbow insisted.

Fluttershy eyes lightened and she asked, "So... does that mean we're still friends?"

"Always..." Rainbow answered.

The two fillies covered themselves tightly with their cloud blankets as the moon and stars continued to glow warmly upon the night sky. They looked at each other as the other's eyes started drooping into slumber. Just as sleep overtook them, soft whispers fell upon each other's ears.

"Good Night, Dashie."

"Good Night, Shy."

Chapter 5: Promises

I am a Pegasus
My mission is to soar,
Through the reigns of honor,
And wings of courage,
I am a citizen of Cloudsdale.
Keeper of its wind.
Authority of its skies.
I am a Wing-Pony,
I will never leave a pony behind,
Together we weather the storm,
These promises I must keep,
I am a Pegasus.
and I was born to Fly.

-The Flight Camp Creed

Along a wide expansive cloud platform a group of pegasai gathered from the direction of the dorms. A red mare stood vigil near the edge of the platform. Past the edge the cloud dropped off into a massive expanse of empty blue sky. Further along the horizon a distant storm of billowing black clouds rumbled.

"ATTENTION!" A shrill bark came from the red coated mare.

The procession of young pegasai held their bodies rigid and wings flared open in a long line. Their eyes held forward and their muzzles lifted to the sky. The red mare walked down the line meticulously looking at each pony in the group. She stopped at one of the fillies and roughly adjusted her wings to the proper 'Flight' prose. Near the very end of the line Fluttershy and Rainbow stood together. She stopped at the middle of the line and faced them.

"I am a Pegasus!" The mare yelled out as she cocked her ear toward's the group in expectancy.

"My mission is to Soar!" a myriad of voices answered back in unison.

"For two years! That was your mission! For two years you have been battered, bruised, and broken! And yet all of you are small flies!, Cloud puffs!, bucking raindrops!" Her eyes burned through the ponies eyes like hot fire. She grinned and pointed a the looming grey mass in front of them, "You see that storm?" the mare pointed at the billowing black clouds , a crackle and a flash of hot white lighting pierced the sky and careened towards the ground.

"That beauty... was made especially for you today! Through the reigns of honor and the wings of courage, today! you will defeat this storm! Today, you will soar! or you will stall!" the mare continued as she glared at the recruits.

"You will be it's keeper! its authority! but it cannot be done alone! Together... you will weather this storm." the mare stopped at a small green pegasus in the middle of the line. The colt continued to look forward as his mouth quivered and his feathers shook in a ruffled fury.

"Small fly! what is the golden rule!?" the red mare came muzzle to muzzle with the colt. Her fierce crimson eyes sent licks of flamed fear into the shaking colt.

"Nev...Neeev..nevvv" The colt stuttered along as his legs started to buckle under the instructor's pressure. The colt fell over and cowered as soft whimpers came out of his mouth. Just as the mare was about to yell a voice came from further down the line.

"Never leave a pony behind, ma'am!' Rainbow shouted out with pride as her eyes focused on the gathering tempest. The mare looked up and started towards Rainbow until she was muzzle to muzzle with her.

"That's right Crash! NEVER leave a pony behind! ever! Your one glorious crashing example! Even when everyone else left you to the gutter. I still took the time to keep your sorry flank and make you into a half-decent flyer!"

"Yes ma'am! Thank you ma'am" Rainbow nodded at the gracious affirmation.

"... Shame that can't be said about your poor choice of a wing-pony." The mare's gaze shifted and looked at the shaking filly next to Rainbow.

"Klutzer! you wouldn't leave a pony behind right?!" Her eyes again sent a fiery demand of confirmation as she towered over Fluttershy muzzle to muzzle.

"Nnn..nn.." Fluttershy started to stutter as she tried to hold back the shaking coming from her knees.

"No she will not ma'am!" Rainbow shouted as she side glanced Fluttershy.

"Oh-hoho?... Well? is that it Klutzer? you letting your marefriend finish your sentences now? After all this time... still letting other ponies hold your hoof?" the mare smirked looking at Fluttershy with distaste. A few small snickers could be heard from within the group as Rainbow clenched her teeth and remained staring forward.

"No ma'am! I would never leave a pony in need!" Fluttershy's voice rose up from her small frame as she looked the instructor with a new light under her teal eyes. The red mare made the slightest nod and broke her gaze from Fluttershy. She came close behind Fluttershy's ear and whispered, "I expect more from you. More than just your... kindness, Klutzer."

Fluttershy held back the urge to sob coming from her chest as she uttered back, " Y-yes ma'am."

The mare stepped back and began to address the group as a whole again. "You and your wing-pony are to go through the designated route through the storm! together in formation! Do not break formation! Now suit up and go!" The mare pointed at the misty tables. On the tables were worn-down trainee goggles. A rush of feathers and hooves surrounded the table and the ponies grabbed ferociously at the goggles. Fluttershy tried to push herself towards the table. But the others closed the gap and she started to go farther away from the table. She reached out her hoof in desperation towards the table, meekly pushing on the group of ponies. The group began to thin out and she finally reached the table only to be greeted with not a single goggle.

"Shy! catch!" Rainbow's voice echoed above her. Fluttershy looked up too late as a pair of goggles hit her in the face.

"Ow!.... thanks!", She quickly grabbed the goggles and fumbled them on to her head. She squinted her eyes and rubbed the lenses with her hoof.

"C'mon Shy! we are lagging!" Rainbow yelled out hovering by the edge of the cloud.

Fluttershy let out a small sigh and furrowed her brow as she started to gallop towards the edge. She started to flap her wings viciously. The distance from the edge grew smaller and Fluttershy gritted her teeth as she looked at Rainbow beckoning her over with a hoof. Small beads of cold sweat appeared as Fluttershy felt her chest beat quickly. The edge dropped away to the clear endless sky and the glimmering water below.

In that moment, she held her breath to the utters silence. Her body moved forward slightly, until the lurching feeling of gravity fell upon her and she felt herself plummeting down. Rainbow grabbed Fluttershy's hoof and lifted her up towards the course. Fluttershy flapped her wings furiously in a attempt to stay afloat. Even with Fluttershy's weight Rainbow barreled down the obstacle course. She passed many of the groups and was mere meters behind the first group. The rolling of thunder and crash of lightning greeted the two and Fluttershy felt the pattering of ice cold rain on her entire body. Her eyes only saw the flashes of light and the blur of blue in front of her. Hard turns and violent bursts of speed and the course was finished in almost a blink of an eye. They both landed on the cloud platform. Rainbow gasped for air loudly in exhaustion. Fluttershy's heart was beating furiously and her eyes saw the darkness closing around the edges of her vision. The echoes of their instructor was the last thing Fluttershy heard.

"All she does it bring you down Crash... that's all she does."

A dull-throbbing soreness coursed along her legs and wings. Her ears heard the pattering of rain on the windows. Fluttershy began to open her eyes as she slowly stretch her wings slowly out, fighting the raw tension that kept them folded. She lifted herself up on the bed brushing her bed-mane with a spare hoof. She was in the dorms, it was almost dusk outside the window. She must have passed out and Dash brought her back. Her eyes blinked sleepily glancing around the room eventually falling on her roommate's bed.

A tattered slew of pillows and blankets rested on the bed, which lazily poured over onto the ground. The surrounding floor was littered with various editions of The Flying Pegasus and little bowls and cups stacked along the base of the bed. The walls were haphazardly plastered with old and new Wonderbolt posters. A shelf above the bed shown of more magazines and was lined with small Wonderbolt action figures. They were worn out and some of the paint had faded off from heavy use.

Fluttershy's ears perked up to the sound of a shower curtain shifting and the eager humming of a pony in the bathroom. She glanced towards a magazine half-opened and laying on the bed beside her, she picked it up and began to quietly flip through the pages. The bathroom door opened with a resounding bang, causing Fluttershy to jump and yelp in surprise.

"Oops! Did I wake you? My bad." Rainbow apologized as she ran a towel through her damp mane.

"It's alright, I was awake." Fluttershy lowered back down on the bed and released the newly crumpled pages on the magazine from her tight clutch. She frowned and tried to flatten them with her hooves.

"Ugh, again with Feather and Fashion, Shy?" Rainbow looked at the cover of the magazine in dismay as she ran the towel along her prismatic mane and carefully started to dry her wings.

"Its not that bad.. you should look at it sometimes!- that is, if you want to. Its just so pretty to look at. I kinda wish I could wear some of these dresses... And even some of these dresses would look great on you! Like this one! It would so match you mane!" Fluttershy pointed her hoof at one of the myriad of dresses in the magazine as she lifted the magazine towards Rainbow.

Rainbow shook her head in disapproval and waved off the comment, "Pffft... No way! Since when does Rainbow Dash wear a dress? C'mon my coolness factor would just fall to the ground! and plus I think anything would match my mane... I mean its a rainbow! That's how matching works right?... you gotta have the same color or something?" Rainbow tossed the small towel on her side of the room relatively uninterested. She took a small leap and propelled herself up with a strong flap of her wings and fell on her back on her bed. She crossed her hind legs and put her hooves behind her head and closed her eyes.

"No! its more complicated-... (sigh) Well...um. I think you would look 'cool' in a dress." Fluttershy muttered silently as she gently turned another page.

Soft flashes of light and a low rumble echoed out in the distant clouds. Fluttershy's head lowered as she nervously flicked another page. She let out a soft sigh as tried to stretch her wings out without causing another surge of pain. A small yelp escaped her mouth in failure. Rainbow blinked open her eyes and turned towards Fluttershy.

"Shy? you gotta keep pushing yourself out there. You've been slacking ever since- "

"(Sigh) This again? I know... I know. It's just... I don't know." Fluttershy interrupted as she closed the magazine with the slightest hint of frustration and carefully placed it on her dresser in a neat pile with her other magazines.

"You don't know?! what the hay don't you know? You just gotta keep your head in the clouds! Its easy!" Rainbow stood up on her bed and pointed towards the faux-sky ceiling in a dramatic pose.

"Hm.. you definitely had your 'head in the clouds' during our Equestria Geography test." Fluttershy remarked with a grimace

"Oh puh-leez! The only places I need to remember is how to get back to our room and the Flight Camp's mess hall! Man they have the best dandelion fries! Yep, the clouds baby! that's all I need." Rainbow waved off Fluttershy's mocking as she fell on her bed again, eyes closed and a smirk of confidence on her face.

"There is more out there than just clouds." Fluttershy refuted as she turned away from Rainbow in disinterest and began brushing her coat and mane with a large brush.

Rainbow said nothing as her eyes fell on the butterflies that Fluttershy was brushing on her flank. There was a moment of silence as Rainbow lost herself to the slow strokes of Fluttershy's brush along her coat. She felt her ears tingle and she felt her heart through her chest. Rainbow shifted her eyes away tightening her jaw as she looked towards the clouds and prismatic lightning that was on her flank. She shook her head in an attempt to clear her thoughts and jumped out of bed.

"Shy... I'm being serious. I want you to make it. You are not going to make it here if you don't start trying harder! I need you to be with me on this. I need you to care about flying!" Rainbow looked at her friend with a solemness in her eyes.

Fluttershy sighed loudly and turned to her friend in irritation "I AM serious! It's not all sky in the world! There is more to it than this... this stupid flying around!"

"Stupid flying around?... so what are those wings for?! just to doll up with your little flowers and dresses?! Shy... Flying... its EVERYTHING to me! Because I am a Pegasus! and so are you! Ever since that... fall... you've changed." Rainbow exclaimed as her eyes glinted of anger.

"And what? I've changed... and you never do! You're so stupid!" Fluttershy yelled as she gave Rainbow a shove. Rainbow fell down to the floor. Fluttershy gasped in shock as the words escaped her mouth, "I'm... sorry." Rainbow's eyes glistened as she continued to glare at Fluttershy.

Fluttershy's eyes were stained with tears and she trembled in defeat, "I'm sorry... But lets face it... I have been nothing but trouble for you since we got here. I just keep bringing you down. But... I found where I belong Rainbow...down there. Not here. I was happier there. That moment Dash... it was the happiest moment of my life." Fluttershy's confession made her weak in her knees and she collapsed on the floor next to Rainbow.

"Happier... than with me?" Rainbow asked sternly. Their eyes met together, Fluttershy broke their gaze and began to walk towards the door.

Rainbow gritted her teeth and hissed, "Wait!" Fluttershy stopped at the open door and turn to face her glaring eyes.

"One time I promised... we would be friends for life. I guess I was the only one that made that promise.. " Rainbow's voice cracked as tears streaked down her cheek. But her betrayed glare remained.

The door closed softly behind her.

********

Author's Note

It took a year... but I'm here to finish what I started.