What do you think of me?

It was almost three hours later, the fruit had died well, I made sure that their deaths were swift and without pain.

They were now arranged into new shapes of stars, moons, circles and diamonds, all arranged in cantaloupe halves that looked like decorative bouquets of fruit.

I was sitting on the couch sipping on a mug of tea and reading a copy of daring do, when I heard the creak of my bedroom door and a loud yawn of a pony that was no doubt Rainbow.

"Glad to see you among the living again," I said without taking my eyes off of my book.

"Yahhhhhn I slept like a filly," Rainbow said sounding now more refreshed.

I heard the clop of her hooves as she approached were I sat on the couch, I slipped the thunder crystal back into my pocket and turned around to greet Rainbow.

What I saw wasn't the mare that I had laid down in my bed.

Like a butterfly Rainbow had gone through some sort of transformation that had me at a loss for words,
Her mane was hanging down over half of her face in a sensual flow, her eyelashes were now longer and wavy.
As she walked her flanks swayed from side to side in a come hither way and she seemed to walk like a mare of poise and grace.

"Did you miss me?" she asked fluttering her eyelashes at me.

"Um-uh-ah-w-well" was all that I could get out.

"Whats the matter fun stuff, cat got your tong?" Rainbow asked as she flipped her mane with a hoof.

Just as she flipped her mane a powerful aroma hit me like a wave, it was sweet but pungent at the same time.
It smelt so good I had goos bumps in seconds and my mouth got dry making it hard to swallow.

"A-are you uh hungry?" I asked trying to sound as normal as possible in the presence of this goddess of beauty that stood before me.

"Famished," she said in a teasing way before she giggled like a school filly.

I shakily got up and moved over to the kitchen to retrieve our dinner of fruit, I couldn't help but watch as Rainbow walked over to the couch, her rump swaying back and forth as she climbed onto the couch with the grace of a cat.

What was going on and what happened to the pretty tom boy that had slept on my bed only a couple of hours ago?
Why did she smell so good now? and why did she look so sexy now?

I retrieved the two cantaloupe halves filled with the assorted fruits and brought them over to were the rainbow goddess sat idly on my couch.

"I-uh-thought maybe some fruit might help you regain some of your energy," I explained trying to sound as normal as possible.

Rainbow gazed dreamily down at the fruit before she bent down and picked up a strawberry with her tong. It was without a doubt one of the most erotic things I had ever seen, she closed her eyes before letting her tong fall from her open mouth to scoop up the red berry like it was a dollop of whipped cream.

She brought her head back up but kept her eyes closed, she let out a little moan as she chewed the fruit in her mouth before turning her sultry gaze at me.

It was like I was frozen, all I could do was stare back at her with a clueless look on my face, should I say something? or more importantly, what should I say?

"Its really good," she said in a seductive tone.

My heart was racing a mile a minute and it was getting hot in their.

We ate in almost complete silence their after and all the while that scent was hitting me like waves on a rock, every time I took a whiff I got dizzy.

What was it? No way it was perfume, it was too good, was it possible that Rainbow smelt that good naturally?

After we finished eating Rainbow hopped off the couch as I was putting the dishes in the sink, she stretched out in front of me like a cat would after a nap, stretching out she stuck her rump in the air while her front was low to the ground, she let out a low "mmmmmmmmmmmm" as she stretched.

She swished her tail as she stretched and I tried not to look but found that to be quite hard.

After all was said and done Rainbow thanked me for dinner and said that she was still a little tired, so she was headed home.
I opened the door for her and watched as she swayed her flank walking out.

Once she was outside she looked over her shoulder at me with half open eyes, and thats when it happened.
Rainbow flicked her tail to the side, but this was more than just a reflex she left her tail to the side for half of a minute giving me a perfect view of her tight round butt and just underneath was her smooth little slit.

Just as soon as I had rested my eyes on it it was gone as she unfurled her wings and took off into the darkening sky like a bullet.

I closed and locked the door and proceeded to press my back to the wood of the door and slump down to the floor.
My heart was racing and I was breathing heavily, my mind raced through the whole evening like a flashback. The image of Rainbow and her new sexier appearance flashed in front of me.

Was she coming onto me? or was she suffering from some kind of sickness?

And what about that smell, I tried to conjure what that smell could have been and just like that a single word floated through my brain.

"pheromones"

Was Rainbow throwing pheromones at me?

Their was no way that that was the case and if it were then she wasn't doing it on purpose.

It was late and all the confusion of the day had made me tired, so I decided to go to bed early.
I sat on the edge of my bed and felt that it was warm where Rainbow had fallen asleep, I pulled the thunder crystal out from my pocket and looked at it.

The flash that emanated from the spark inside the core was like a tinny beacon in my dark room, almost like a small ray of hope in the darkness.

I placed the crystal on my bedside table and plopped myself down on the soft warm mattress, I took in a deep breath and was filled with the same sweet smell of the rainbow colored mare that had slept their not long ago.

The sweet smell was intoxicating and I breathed deep of it as I slowly drifted off to sleep.

Best birthday ever.

A couple of days latter I was in the market buying some food for the week, I was just done buying some celery and on my way back home when I spotted a familiar blue and rainbow colored mare as she was walking between stands.

Rainbow, from a glance, looked like she had changed back from her goddess like appearance, her main was its normal messy tom boyish style and her walk was that of a regular pony again.

Good thing to, I don't think that I could have approached her if she still had looked like she had on the night of my birthday.

Slowly I approached her from the side.

"Hay Rainbow," I called out causing her to turn her head in my direction.

Her eyes lit up and a big smile spread from ear to ear as she came darting over to meet me half way.

"Cain!" She called out to me before she stopped just in front of me.

"Hay um, sorry about the other day." she said flattening her ears to her head and sounding apologetic.

"For what Rainbow?" I asked with a smile brushing a strand of hair away from my face.

"Well it was your birthday and all I did was cause you to worry, you even gave up your bed and made me dinner."

Rainbow looked dejectedly at the ground and I couldn't help but feel happy that she had thought about me at all.
I pulled on a chain around my neck, at the end of which hung the thunder crystal.
I had fashioned it into a necklace the day after my birthday, I wanted to keep it close to me always, so that I would never forget my friends kindness.

"Rainbow, you came to see me on my birthday, you even brought me a gift. Thats more than any pony has ever done for me in my whole life." Rainbow looked up at me, her main bounced a little with the movement.

Her eyes were soft and a sheepish smile was on her lips. She took note of the crystal that hung from my neck and she looked away a bit as her cheeks turned red.

"Awwwwwww it was nothing really, thats what friends do right?"

"You tell me, you're the one with the friend experience, right?" I asked with a hint of sarcasm.

Rainbow chuckled a little but quickly snapped back as if a big question had just hit her.

"Wait, you said your whole life?" she asked raising an eyebrow.

"Well, ya, my whole life. Why do you ask?"

"Didn't your folks ever throw you a party or get you a present on your birthday?"

It suddenly dawned on me that I hadn't yet told Rainbow about my younger years, but I guess that now was as good a time as any, she was my friend after all, why not tell her more about myself?

"Actually I never knew my parents, I was raised in an orphanage from when I was a baby, till I was eighteen of course."

I was about to continue on when I noticed that Rainbows eyes grew big and began to moisten and her smile dropped into an open mouth look of shock. She brought a hoof to her mouth and she looked like she had just stepped on a land mine.

"Hey, what's wrong?" I asked as I took a knee in front of her, now a little worried that I had weirded her out by telling her too much.

"Cain...I.......Im so sorry, I didn't know," she explained sounding like she was on the verge of tears.

I reached out a hand and placed it on her shoulder, giving her a reassuring smile.

"Hey come on, don't sweat it. Like you said, you didn't know." I said, trying to let her know that it wasn't a big deal.

Rainbow quickly moved forward throwing her forelegs around my neck and pulling me into a tight hug. It threw me off at first but after a moment I rested my bag of groceries on the ground and returned the act of affection.

We stayed like that for a minute more whilst ponies around us looked on with confusion at a pegasus and a human embracing each other in public before we finally separated. Rainbow gave me a shy smile and I could feel the breath from her nose gently caress my face.

"Thank you, Rainbow."

"For what? I just asked something really stupid and insensitive, you should be mad at me."

I looked into the eyes of my friend, and like a fog lifting, the right words came to me.

"For being such a good friend. You were on the verge of tears for me, you fought through exhaustion to wish me a happy birthday, you even looked past what I am and called me your friend. I could never be mad at you, and don't feel sad about me being an orphan, I made peace with that a long time ago. the past belongs where it is, behind us.

Rainbow wiped her nose with her foreleg and sniffed back her tears, she let out a small laugh trying not to start crying again.
I brought a hand up and roughed up her rainbow main a little before grabbing my bag and standing upright again.

"You can be so sappy sometimes Cain," rainbow said jokingly with still a hint of a lump in her throat.

"Ya, I have my moments," I stated nonchalantly.

"Hey, I was about to practice a new trick in the park, wana help critique me?" Rainbow asked, the happy sparkle returning to her eyes.

"And here I left my helmet back at home. Oh well, guess I'll just have to learn to duck, huh?" I gave Rainbow a sly smile and she proceeded to hover up to meet me at eye level.

"Ya ya, keep up the wise cracks, mr. smartalec, maybe Ill just have to find myself a new training coach." Rainbow threatened pointing a hoof at me.

"And give nurse Red Heart another mangled pony to have to care for? I could never do that." I said faming false worry in my voice.

Rainbow slugged me in the arm with a hoof and we both cracked up laughing. The rest of the afternoon consisted of me watching Rainbow go over her new trick, doing barrel roles and dive bombes finishing up with flying fast around a cloud tell it took the shape of a lightning bolt.

It wasn't a bad way to spend the afternoon.

A week latter had seen me and Rainbow even closer, we spent every day together. Rainbows job was of course managing the weather for ponyville, which it being spring only consisted of the occasional light sprinkle meaning that we had lots of time to hang out.

We read Daring Doo books together in the park, I liked this because it meant that we were sitting right next to each other and I could get a better look at Rainbow close up. Sometimes the wind would pick up enough and make her mane gently tickle my neck.

Other times I would play drill instructor and motivate Rainbow as she did wing ups, shouting things like "ARE WE HERE TO REST, OR ARE WE HERE TO PUSH!?" to which Rainbow would always reply "PUSH, SIR!"

It was more fun than anything.

Then one day Rainbow said to me with a sheepish look on her face like she had something important to say.

"Hey Cain, I was wondering if I could talk to you about something." I turned on the park bench to look at her, curious as to what it was.

"Of course, what's up?" I asked.

"Well, not here, how about I come to your place tomorrow around noon, is that ok?" she asked not even looking up at me.

"Yeah ok, noons fine, is everything ok?" I asked feeling a bit worried now.

"Oh yeah, every things fine I just want to talk to you about something is all." Rainbow explained still averting her eyes away from me.

The next day came, it was about an hour until noon and I was on my way back home from a morning walk. It was partly cloudy but Rainbow had told me that their wasn't another rain storm scheduled for another few days. It was nice having a friend who was a pegasus.

I was nearing my street when I heard some sort of commotion coming from down an alley between two shops.

"Leave me alone, Im not giving you my scooter!" Came the frightened voice of what sounded like a filly.

"What kind of pegasus rides around on a scooter instead of flying?" Asked the voice of a teenage colt.

"One that cant fly right?" Came another voice of what also sounded like a teenage colt.

I poked my head around the corner to see two older colts, between them I saw an orang pegasus filly with a purple mane wedged into the corner of the wall of one of the buildings and a tall stack of wooden boxes.

The filly looked scared as she grasped tightly to a blue scooter in front of her.

"Just give us the scooter and we won't have ta hurt ya," The other bully said in a threatening tone. They were both earth ponies, one had a dark brown coat with a messy dark blue mane whilst the other had a grey coat and a short orange mane.
The first bully stepped forward and garbed the scooter with a hoof tugging at it trying to pry it from the scared filly.

"No! I said you cant have it!," the frightened filly yelled trying to not sound as scared as she was.

"P-please, just stop," the little filly begged, tears starting to form in her eyes as her grip on the scooter began to slip.

It was then that I had had just about enough of this. I stepped into the alley way before I spoke.

"HEY, KNOCK IF OFF!" The two colts stopped their assault and looked behind them, both soon looking dazed and confused.

They looked me up and down and both soon cocked an eye brow at the thing that had disturbed their fun, even the filly look to be confused at my sudden appearance.

"Uhhhhhh, dude what is that?" the grey colt asked the brown one.

"I think it's a minotaur," the brown cult replied to his companion.

"Nuh uh dummy, it doesn't have horns, or hooves."

"Well then you tell me what it is smart flank."

"Well maybe it's a monkey."

"Then where's it's fur?"

I didn't know which was annoying me more, the fact of how dumb these two were or the fact that they were outright ignoring me. Regardless of either, I had to get that filly away from those two before they remembered what they were doing.

"Hey, little filly, come over hear and get behind me," I said to the filly still in the corner.

Her eyes lit up and she slowly began to push her scooter around the colt blocking her.

"Not so fast squirt. Hey freak, mind your own business why don't cha." The colt pounded a hoof down on the ground blocking the filly's path, causing her to jump a bit.

I was probably going to have to tussle with these two colts before I could get to the filly behind them, so I began rolling up the sleeves of my shirt and shot them a come get some glare.

"If you want that filly's scooter then your going to have to get through me first." I stated in a sharp tone, if nothing else then the distraction would bye the filly some time to get away, and these two were easy to provoke.

Just as the grey colt was getting ready to charge me a crack of thunder boomed over head and a flash of rainbow vapor shot down from above landing with a thud in front of me.

Dust kicked up in the wake of the object that landed, and as it cleared I beheld a sky blue pegasus pony with a rainbow mane, it's wings were splayed out wide as it stood tall and proud. I imagined that to the colts, the pegasus must look like some pegasus god of war.

Of course I realized instantly that it was non other than Rainbow standing between me and the two bullies.

"He said knock it off," Rainbow stated flatly to the two dumbfounded colts.

"Yeah, and who the hay are you?" The brown colt asked taking a crouching pose as if ready to strike.

"Dude, thats Rainbow Dash," The grey colt explained sounding scared.

"Ill have you know that that filly your picking on, is under my wing, and this "freak" that you called him, is my friend, so unless you want some real trouble I suggest that you both beat hoof out of hear." The two colts looked at each other before looking back at Rainbow with a mix of fear and confusion.

"NOW!" Rainbow hollered, the end of which sent both colts running down the alley way with their tails between their legs.

Rainbow let out a sigh and the filly gasped and dashed over to Rainbow a big grin on her face.

"Rainbow Dash!" the filly exclaimed happily nuzzling her head into Rainbows chest.

"Hey scoots, getting into trouble again I see," Rainbow said bringing a wing around to scoop the filly into an embrace.

"Those jerks wanted to take my scooter, but I wouldn't let them," the little filly explained trying to sound cool.

"Well ya did good squirt, but next time try to avoid alley ways." Rainbow patted the filly on the head with a hoof before the filly poked her head around Rainbow to take a confused look at me.

"Uhh Rainbow Dash, who's that?" the filly asked.

Rainbow turned around to face me before she continued.

"Oh sorry about that, Scootaloo this is my friend Cain, he move here a few weeks ago from Fillydelphia, Cain this is my apprentice and impromptu little sister, Scootaloo," Rainbow said gesturing to me with a hoof.

The little filly trotted slowly up to me and looked up with a look of innocence on her face.

Ok, she'll either run away screaming when she realizes what I am, or she'll say something about how weird looking I am, and for some reason I felt nervous before this cute little filly, the last thing I wanted was to scare her.

"He's really tall," the filly stated flatly and I let out a sigh.

"Hi Cain, Im Scootaloo, any friend of Rainbow Dash is a friend of mine."

She smiled up at me with her big eyes and she even fluttered her little wings like a humming bird. she was so cute I just wanted to scoop her up and nuzzle her all day.

I couldn't help myself anymore, I crouched down with a smile to greet the filly.

"Nice to meet you too Scootaloo, I just uh- oh hey, is that something stuck to your coat?" I asked pointing at her side.

"Huh, oh, where?" She asked turning her head to investigate just under her little wing.

I took on an evil grin now.

"Ya I think its riiiiiiiiiiiight....THEIR!" I threw out both my hands finding the tender sides of the filly and began feverishly tickling her.

Scootaloo burst into hysterical laughter as my fingers found all of her tender areas Scootaloo all the while laughing and rolling around on her back.

I then picked the little filly up and stood, throwing her into the air and catching her as she came back down, every time she went up she buzzed her little wings and laughed her sweet little laugh.

She didn't sound scared, she laughed and sounded like my playing with her was the funnest thing in the world.

"Wow Cain, I didn't know you were so good with kids, from where Im standing you two look just like a brother and sister," Rainbow said with a playful tone.

I caught Scootaloo and held her in my arms, her face soon lighting up as an idea hit her.

"Really? Cain could be my big brother?" She sounded like somepony had just offered her a lifetimes worth of candy for free.

"Well, ya, sure, if your ok with me that is," I said to the little filly as I held her out in front of me.

"It would be more than ok, it would be soooooo cool!" She cheered buzzing her wigs out of pure joy.

I set her down again on the ground and roughed up her purple mane which she seemed to enjoy.

"This is great! Now I have an awesome big sister, and a really tall, really strong, really cool big brother!"

"Well aren't you the luck little filly scoots?" Rainbow said walking up beside Scootaloo and giving her a nudge in the side with her hoof.

"I cant wait to tell apple bloom and sweetie bell," the filly exclaimed.

"Where are those two anyway scoots?" Asked Rainbow.

"Oh, their both over at sweet apple acres, today were all meeting up to get our base jumping cutie marks," Scootaloo jumped up and down, her little wings rapidly humming as she hopped.

A cutie mark in base jumping? Now I had heard of little fillies and colts doing crazy stuff to try and earn their cutie marks but that sounded down right nuts!

Scootaloo looked up at me with a smile and with a hoof gestured for me to kneel down.
I took a knee in front of her and was about to ask what was up when she leapt at me wrapping her forelegs around my neck and squeezing.

"Thanks for saving me."

I patted the back of her head and smiled over at Rainbow who gave me a knowing wink.

"I didn't do anything really, Rainbows the one who saved the day," I couldn't take credit wear it wasn't due, especially to a filly who looked up to Rainbow as much as she did.

"I know," she squeezed a little tighter to me.

"But you still looked really cool the way you stood up to them," I hugged the little filly back before we separated and she hopped over to her scooter and secured her helmet.

"I gotta get going, the cutie mark crusaders wait for no pony," Scootaloo exclaimed proudly before she buzzed her little wings getting ready to take off.

"Dont forget our flying practice next week, and remember to stretch out," Rainbow instructed to her young apprentice with a smile.

"Yes ma'am!" Scootaloo exclaimed.

With that the filly on the scooter buzzed her scooter out of the alley and around the corner.

"Bye Rainbow Dash, Bye Cain," Scootaloo was half way down the street in an instant before Rainbow turned the corner to see her go.

"AND TRY TO STAY AWAY FROM BULLIES!" Rainbow called out at her as she became a spec on the horizon.

Me and Rainbow shared a smile before we continued our walk back to my place.

"I saw you know" Rainbow said looking over at me.

"Saw?" I asked.

"From up in the clouds I mean, I was watching the whole time, you could've just walked away but you didn't."

I gave rainbow a wry smile before I looked on ahead into the distance.

"I couldn't just stand bye and watch, I cant stand bullying, especially to a sweet little filly like her."

"I thought it was pretty awesome what you did Cain," Rainbow said with a warm inflection. I began to feel kinda imbaresed, but it was kinda nice, I had never been a hero before, but I had always wanted to be.

"So your helping her learn to fly huh? Thats really nice, I bet that with you teaching her shell become a great flyer someday."

I was trying to steer the conversation away from me fearing that Rainbow would further embarrass me.

"I wouldn't bet on that," Rainbow stated with a hint of sorrow in her voice.

"Why, whats up?" I asked.

"Well...... scoot's mom told me one day when I went over to her house to pick her up for a play date, she has a disorder in the muscles of her wings." Rainbows eyes dropped down as she no doubt recalled the day in her head.

"Oh, I see, poor kid," It felt like a little piece of happiness had faded from the world at the news of the fillies disability.

"With hard work and practice shell be able to fly a little some day, but scoots will never be able to fly enough to even reach the clouds." Rainbow kicked a pebble as she continued to walk next to me still not looking up to even see wear she was going.

I felt the same way.

"Her mom told you all that?"

"Ya, after she told me she asked that I don't get scoots hopes up since one day soon her moms gonna tell her the whole story, but Im not going to give up on her, Ill train with her and push her,......and when she finds out Ill be her shoulder to cry on."

Rainbow raised her head as she said that, and she said it with a strong conviction that spoke to me how kind and loyal she truly was.

"And you won't do it alone either," I said matching her conviction.

"Huh?" Rainbow questioned looking up at me now.

"Well I'm her big brother now right? And as long as I'm breathing, I swear that Ill be their for her too, am I right?"

Rainbow dawn'd a big smile up at me and I gave her one of my own.

"Right!"

We reached my house not long after. I opened the door and let Rainbow in closing the door behind me.

Rainbow hovered over to the chair and sat down lightly on the padded seat.

"Would you like some tea, or coffee?" I asked about to walk over to the kitchen.

"No thanks, actually could we get down to why I asked to talk to you today?"

Rainbow looked nervous from the fact that she didn't look up at me.

"Ya sure, whats on your mind?" I asked trying to make her feel more comfortable, if I knew her I knew that if she was too nervous she would never open up. I sat on the couch and Rainbow began.

"Well..... its just....... ok, well, its just that we've been hanging out together a lot lately and I wanted to ask you something for a while now." Rainbow flicked at the hoof rest of the chair and fidgeted a bit in her seat.

"Ask away Rainbow, and dont worry, I wont get mad or think your weird, well weirder than I already think you are."

A small joke to help lighten the mood why not?
Rainbow didnt respond to it, but she did look up and locked eyes with me, an expression of determination on her face.

"Ok, hear it is, Cain......what do you think of me?"

Now I wont lie that question did throw me off more than a bit.

What did I think of her? What did she mean by that?

I knew what I really thought of her but their was no way that I could tell her that. It would more than likely end our friendship forever, and not only that, how would I explain it or even show my face to Scootaloo ever again?

Quickly I came up with some random stuff in my head that I figured would give her the answer she was hoping for.
I took a deep breath in through my nose before I started.

"Well..... Rainbow, I think that your a-a really great friend, and I like hanging out with you, your a great flyer-."

"No! Thats not what I meant! Cain! What do you think of meee?!" I jumped a bit at Rainbows sudden outburst, she now looked at me with growing irritation and anxiety.

What was I supposed to say? what did she want me to say? At that moment I wished desperately that I could just read her mind.

I fumbled through my thoughts trying to formulate some kind of response that would make her happy.

"Uh-w-well I-uh" Was all that came out.

"Ughhhh! Forget it, I'm sorry I asked, Just forget it ok?!" Rainbow flapped her wings and began to hover toward the front door, an irritated look on her face as she began to pass me.

What are you doing Cain? Your about to loose your only friend in the world and all because your doing what you've done your entire life, sacrifice what you want to make everypony else happy, but this time its not working.

Are you just gonna let her go? loose the best thing that ever happened to you because you're a coward?

NO!

Its time to stallion up, Cain!

I quickly stood up and grabbed Rainbow by her back leg just before she was out of reach.

Rainbow looked back at me like she was about to tell me to let go, but I had something important to say before I lost her forever.

Here goes nothing.

"I think you're beautiful and awesome and cool and sweet and sexy and every minuet Im with you I feel happier than Ive felt in my entire life and when you're not around all I can think about is you, and-and-and......................RAINBOW DASH I LOVE YOU!"

My face was hot and I was out of breath, Rainbow hovered their, a look of pure shock in her eyes and her mouth hung open.
I let go of her hoof and quickly looked away from her.

The images began to flash through my mind of Rainbow laughing at me or telling me how ridiculous what I had just said sounded.

My only friendship was over, but it felt good to get it all off my chest. At least now I didn't have any regrets.

"I love you too"

At least it wasn't laughter, now I could-"

WHAT?!!

Author's Note

thanks to all of you for reading again.

sorry it took so long to get this one out but im currently in the process of getting out of the army, and on that note i have to tell you all.

Im going to have to shut off my internet soon so it may be a while tell you see the next chapter, but dont worry, I will get it to you.

with that being said I hope you enjoyed the chapter.

p.s. I love it when you guys leave comments.

love C.H.