Seasons: Spring

by Alexander

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Rainbow Dash, Original Character, Fluttershy, Slice of Life
Length: 15907

When two young pegasi colts meet, their friendship will grow throughout all the years.

When Orion, a young pegasus colt whom has just gotten his cutie mark, goes to Cloudsdale to graduate from Flight Camp, he stumbles across another young colt by the name of Aurora. The two instantly bond and through the years, they grow old and come to accept fate for what it is. This is a story about their friendship, the friends they meet, and the years that draw them closer together.

This is a prequel to Seasons: Summer (which I will begin as soon as this is finished).

Published 2012-02-04 21:45:37 UTC
Last updated 2012-02-20 17:10:48 UTC

Chapter 1: A New Day

As all the ponies across Equestria were lying their heads, a cocoon of silent dreaming hugged them tight and cast them all to sleep. All were still except for a young pegasus colt. He was a very mellow colt, but his intense passion for the things he loved the most was extraordinarily palpable. And what he loved the most was his name, Orion.

Orion absolutely loved his name. For one thing, it was also the name of his favorite constellation in the dark velvet blanket of night and to him, it had a certain sound. A certain sound that when someone said it, he felt a rush of pride and elation that he was called something so impressive. Many nights, Orion would spend his many lonely quiet hours sitting on his balcony staring in thoughtful musing at the group of stars that shared his name. But tonight, the dark blue pegasus with his large majestic wings was not sitting on his balcony with his head held high, instead he stood on the edge of his roof gazing at the ground.

Tonight, the cool wind caressed the young colt in an awareness of everything. All was quiet as a thin fog rolled in with the breeze and as all the lights in ponies houses were extinguished, giving all rights to the night. The nearby river whispered its long drain out to the sea and all the little animals on its shores sunk back to their burrows and lairs to quiet away into the night just like everything else. All was silent. It was just the wind and him. He could do it.

Giving the ground a long stare, he spread his large wings and flapped. He flapped and he flapped and he rose into the night like the wind itself. He stumbled, but quickly regained stability as he soared higher and higher. Higher and higher he rose. The houses below looked like miniscule dots and the wind was amazing. The scent of it; the coolness of it; the way it hugged at his wings; the way it chilled his lungs; the way it caressed; the way it danced; he loved it all. He soared higher and felt an unlimited sense of peace. He wanted to touch the stars. He wanted to go as high as they. He wanted to shine just like them. He wanted to dance in their ranks. He was going to go.

All of a sudden, his flank began to burn. The short quick pain of it made him flinch. His wings hit the wind wrong and he began to tumble to the ground. This was bad. He was much too high and he was falling far too fast, he couldn't straighten himself. The formerly distant homes below crept closer. Orion desperately flapped his wings. He desperately needed to find the wind again, but he couldn't and he continued to fall. The ground was too close now and Orion closed his eyes. instead of feeling a bone-crunching collision, he felt himself soaring into the night again. He opened his eyes and found himself being carried on the back of his father.

"D - Dad?" Orion began, "Where did you come from? I thought I was gonna go splat . . . Where did you come from?" The sudden thought about what had almost happened made him shudder.

"Oh my dear boy!" Orion's father laughed, "I was flying right behind you! That I was! I saw you jump, flap them wings of yours, and then take off. So I dashed out of the window, gave your mother a right good fright, and I followed! My dear boy, for your first flight, you did amazingly well! Your mother's gonna be impressed when she hears of how well you did!"

"Wait . . . So you were following me?" Orion dumbly asked, obviously confounded by the news. "And you saw everything?"

"I sure did! That and everything in between! The way you flapped those wings of yours and the way you held yourself up reminded me of my own pops. Oh yeah, you would've liked him from the start if he hadn't gone and been in that accident before you were born. May he rest in peace. But what's happened has happened and time will go on."

Orion listened in thought to his father talk about his father as they flew in and out of the blanket of fog that softly drifted over the lands. The wind smelled of the earth.

They touched down in front of the front door which burst open before a knock could be made. Light flooded out onto the front steps and in the doorway stood a tall unicorn mare. Orion's father seemed to cower at the sight of his angry and worried wife. "Oh my Orion! My young colt!" she cried as she pulled Orion into a rib-cracking hug. "Where did you go? I checked on your room after your father flew out and you weren't there! Do you have any idea how worried I was?"

"Now, now, Stirling," the father said, trying to calm his wife. "Everything's alright. Nothing happened. I was there the whole time. I made sure sure no . . . "

"Xeno Catullus!" Stirling cried as she rounded on him, cutting across him mid-sentence. "Just what in all of Equestria are you smiling for? You just up and suddenly rush out the window like it's nopony's business and snap down the curtains while you were at it! Now I've got to go and fix them. Just what do you have to say for yourself?"

Xeno merely smiled through his wife's rage and worry. "Ah well, it's nothing much to upset yourself about. In fact, you're gonna flip out when you hear . . . Alright? Ready for this? . . . Orion flew and oh my Celestia it was wonderful! He reminded me of my father! That he did! At least he didn't go and run into the side of that mountain like my dad did. May that old man rest in peace."

Stirling's expression changed in a way that made Orion cringe in amazement and repulsion. He really wished he hadn't seen it. His mom's mood swung worse than a broken swing set.

he was quickly pulled into yet another rib-cracking hug by his mother. "Oh my big boy flew!" Stirling cried as she nuzzled her son. "Oh he flew! Xeno! Do you know what this means? We have to enroll him into Flight Camp this summer! Oh but Cloudsdale is so far away . . . But we'll get there none-the-less! Oh my big colt flew!"

"Now Stirling," Xeno said, pulling his wife and son apart before Orion suffocated. "That's all very well and all, but if you really want to have a fit, you just take a little gander at his flank and tell me what you see there." Xeno pointed with his hoof.

Orion spun around and looked at his flank and there, embellished in bright white dots against his dark coat was his favorite constellation; Orion. His spirit rose and took flight into the cool night again. He had never been so happy as he was then. But just when he thought his mother's excitement couldn't get any higher, Stirling bought her son into the third bone-crushing hug of the night.

"Oh my Celestia!" she screamed, uncaring about the neighbors she was awaking. "Oh we need to hold a party! I know! We can get Old Farmer Brownhoof to plan everything out. He's always been good at having fun. Then we could get Mr. and Mrs. Rose from down the street with their bakery to come over and make a cake and prepare the food and drinks. Then we need invitations! Oh my dear boy's gotten his cutie mark!"

"Honey, I'm not too sure Brownhoof would be a good idea," Xeno cautiously said.

"And why not?"

"He hasn't been feeling all together lately. Maybe it's just his old age finally catching up but he's been having trouble thinking thing's through."

"Hmm . . . then we'll just have to get somepony else then." Stirling said, unfazed at all by the news. "He can just come around and hang out as a guest then and have a chance to communicate with everypony. You know how he lives out on that old wheat farm of his."

******

The next day, Orion awoke early in the afternoon still drowsy and tired from the night before. His mother had had him stay up too late to celebrate his cutie mark. He walked slowly to the bathroom across the hall and looked in the mirror. His ears were flopped back, his dark blue coat was matted and wet with sweat, his white mane and tail were all dishevel and stuck out at all angles from a night of tossing and turning, and his brilliant sky blue eyes were lined and tired. He ran a brush through his mane, coat, and tail before splashing water onto his face and rubbing his eyes until he was fully awake. When he looked again in the mirror, he looked much better, then he saw it. It had all really happened. He had gotten his cutie mark.

He trotted downstairs but stopped halfway down in amazement. The living room and kitchen were stock full of ponies from around town. Mr. and Mrs. Rose from down the street stood by the stove evidently waiting for their cake to bake, Brownhoof stood at the bottom of the stairs leaning on his cane, his parents stood in the middle surrounded by unfamiliar ponies that were offering their congratulations and well-givings. Anypony else stood about the rooms drinking their cider that the Roses had bought from Old Granny Smith in nearby Ponyville. It certainly was good apple cider, but Orion ultimately decided its vivid taste would take some getting used to.

The party continued on for a considerable amount of time and it wasn't until Orion began to show signs of drowsiness that everypony began to say their "good-bye's" and leave out into the falling twilight. The last to leave was Brownhoof who insisted on staying until the middle of the night to drink the last of the cider with Xeno. The sleeping Orion was lifted by his mother's magic and laid to bed. It had been a wonderful day.

He was flying. The wind whispered his name in his ears as he soared. It hugged at him and he flew higher and higher. Everything left and it was just him, the wind, and the stars. He flew to the highest realms and then dived to the lowest before rising again. It felt good. The cool wind got at him and felt it all. The coolness of it in his mane and in between the feathers of his wings and the taste of it on his tongue. He wanted more. He flying and nopony could bring him down. He was truly free.

******

Orion awoke with a start as his mother bounced into his carrying his luggage case several weeks later. "Orion! Wake up!" she announced boisterously. "Oh . . . You're already awake . . . Good. We need to leave as soon as we can if we're gonna make it to Cloudsdale by nightfall."

Orion sat up on his haunches and scratched his head. He stifled a yawn a promptly rolled out of bed onto the floor. "How are you gonna get to Cloudsdale, mom?" he asked. "Dad told me that only pegasi can fly and walk on clouds."

"This is true," his mother said, placing the case on the now vacant bed. "But I'm a unicorn and I can do magic. There's actually a pretty difficult spell that will let me fly and walk on clouds," she explained as she began to stuff the case full of things Orion would need during the next two months at camp.

The family left their home as the town clock chimed its bell to signal noon. The sun shown bright against the deep blue sky. There were no clouds in the sky as they flew over Ponyville. The wind was light and barely noticeable, but to Orion, he could feel it just as vividly as he had in his dream those weeks ago. Since he had gotten his cutie mark, Orion had spent many cool Spring afternoons practicing his flying with his father above the fields just outside of town. By now, Orion was a pretty strong flyer.

"Hey, dad?" Orion asked as they passed over another row of fields. "When are we gonna be there?"

"Not too much longer, there," Xeno explained. "I know you've been flying for a long time now but just hold on a while longer. See there? . . . That's Cloudsdale there."

Orion squinted and could just barely make out in the distance a large white form that looked like the many thunderclouds he and his dad had seen the weather ponies create. As they got closer to it however, Orion could clearly make out the intricate architecture of pillars and large arenas. He could see the tall buildings and the wide spaces he guessed were used for practicing colts and fillies. Everything was so clean and so white.

Orion and his family landed on the main plaza area where many young colts and fillies were crowded with their parents and relatives who had come to wish them good luck. Orion's mother placed the luggage beside him and gave him a long kiss on his cheek. His father patted him on his back and gave him a hug. "Good-bye, son." Xeno said to his son, "These two months will be some of the best moments in your life. Cherish them and don't be afraid. I know you don't have any friends at home, but try to make some here while you're here. You'd be amazed. I actually met my best friend while I was here when I was your age."

"Okay, dad, I'll try my best."

"That's my boy, and don't forget, everypony needs a friend."

Orion was left alone after his parents flew back away into the distance. He felt a sudden twinge of loneliness and anxiety. He looked around the crowd and saw a light blue pegasus colt with the same expression of loneliness and anxiety that he pictured on his face. This pegasus had a light grey mane and tail. He also had a set of large wings, much like himself. Orion picked up his case and timidly made his way over to the pegasus as he flicked his tail and pawed at the clouds.

"Hi, I'm Orion," Orion said to the pegasus, sticking out his hoof.

"I'm Aurora," the light blue pegasus said. "What's your cutie mark?"

"Oh this?" Orion asked, indicating his flank. "This is the constellation, Orion. It's my favorite constellation. What's yours?"

"Mine is the Northern Lights," Aurora said shyly. "My family and I went out to the northern-most areas of Equestria for a vacation several weeks ago and we got to see them."

"But what do the Northern Lights have to do your talent?" Orion asked, amazed that this pony had something like that as his cutie mark.

"I'm good at science and electricity," Aurora explained, beginning to open up. "What's yours mean?"

"Well I'm good at things like astronomy and I could name you every star and constellation in the night sky."

"Wow, that's pretty cool," Aurora said, his interest peaked. "Could you show me toni . . . "

"Now all young colts and fillies!" boomed a loud mare's voice from the the front of the crowd. The purple judging mare climbed onto the stage. "I am Judge Dusk Light and I will be one of the judges this year that will follow you all over the next two months as you grow and learn to fly and ultimately take the flight test at the end. All those who do well and are given a certificate will graduate. Everypony will be separated into groups and each group will be under the direct care of a trainer and judge. They will show you to your quarters and you will begin training tomorrow afternoon. I wish you all the best luck and I hope you all have fun while you're here." With that, the purple judge mare stepped down from the stage and went off to stand with a larger group of judges and trainers.

The sorting and group-making took quite a while to account for everypony but in the end, Orion and Aurora were placed together in the same group. "So as I trying to say before Judge Dusk Light went onto the stage, could you show me all the stars and constellations tonight?" Aurora asked quietly as they walked to their quarters as the sun began to set. Their quarters consisted of 20 beds and separate rest rooms for the colts and one for the fillies. Everypony placed their bags and cases onto the beds they wanted (Orion and Aurora chose beds that were right beside each other) and began to unpack.

"Sure, I can show you," Orion said as he placed his case under the bed and jumped in. "It'll have to get dark enough first. I'll wake you when it is and then we'll go out on the balcony so I can show you everything you want to see."

The night air was cool to Orion's coat as he woke and checked outside to see if it were dark enough. When he was satisfied with what he saw, he went back in and gently shook Aurora until he woke. "Wuzz-goin-on?" Aurora asked, drunk with tiredness and sleep. "Did I miss somethin'?"

"Come on," Orion said, giving Aurora a quick shake. "Come on, let's go. You do remember wanting me to wake you so I could show you all the stars and constellations, don't you?"

"Oh yeah!" Aurora said excitedly as he bolted up straight and out of bed. "So? What's there to see?"

"Follow me," Orion ordered as he walked past towards the balcony doors. "There's a lot to see. Come on, I'll show you."

The two colts walked out onto the balcony and were instantly met with a very stiff wind. The coldness of it made everypony's breath show. Before too much longer, the two were constantly shivering. "Come on, let's get this over with before we freeze to death out here," Orion proposed through the clatter of his teeth.

Aurora nodded his head and looked up to the sky.

"Well that there is Orion, my favorite constellation and the same that's on my flank. Next to it is the star, Sirius. Sirius is the brightest star in all of the night sky and is also part of the constellation Canis Major. To the right of Orion is Taurus. Then there's Ursa Minor and Ursa Major. At the end of Ursa Minor is the North Star. Then we have Draco and Perseus over there and there. Then going back to Orion, we also have Cancer, Gemini, and Canis Minor, there, there, and there."

When Orion had finished recounting off the top of his head the constellations he knew for sure and the stars that went with them, both he and Aurora were shivering to the point of hardly being able to stand. They went all to eagerly to their warm beds and laid back down in the safety and security of their blankets.

"Wow, Orion," Aurora said breathlessly, "You really know a lot about that kind of stuff."

"Thanks," Orion said, muffled through the warm blankets, "I'm glad you think so. Hardly anyone else where I come from thinks that my talent with astronomy is anything to be proud of."

"Really? That's unbelievable. Where do you come from?"

"Well, I come from this little town that's outside of Ponyville and now that I think about it, I don't think our town even has a name. Anyways, I live there with my mom and dad. My mom is from Canterlot, but when she met my dad when he went up to do some advertising they fell into each other and ended up getting married. My dad is from Ponyville itself. He works as a manager at a store called "Quills and Mattresses" and my mom works with him there on the floor greeting everypony as they come in. I've never had many friends but the best one I ever had moved away to Manehatten last year and we haven't spoken at all since then. Mostly, when my parent's have gone to Ponyville to their work and school's been dismissed I'll run over to Old Farmer Brownhoof's place and run and play out in his wide fields. Old Farmer Brownhoof is just about as old as the dirt on the ground but he's really nice and he's really fun to be around. I remember several months ago after my friend had moved and I was still feeling upset by it, he invited my over one day and put on a puppet show. Needless to say it failed but I can't remember ever laughing that hard. If it hadn't been for Old Farmer Brownhoof, I'd probably have never gotten over my friend moving. He told me that all time will move on and that we just have to move on with it, but he also told me that we should cherish each other and that when a friend leaves, it's alright to feel sadness and loneliness because that shows you how much you really cared for that person. The more it hurts to see them go, the more you cared and loved them." Orion explained with a smile.

Aurora looked amazed and then registered a look that showed that he understood. "That Old Brownhoof sounds really smart. He sounds like he'd know a lot."

"Oh he does," Orion said. "Like I said, he's probably just as old as the dirt. And in those years I bet he's seen more than his fair share of death and passing's and I bet that with each one, he's learned so much more. I bet he'd tell you the secret and purpose to life if you asked him enough."

"Oh I'm not sure about that," Aurora began. "I'm really shy around new people and when I get near them I just sort of freeze up."

"Oh that'll be nothing. I guarantee it," Orion reassured Aurora. "Old Brownhoof is really nice, especially towards young colts and fillies like you and I. If you're afraid and shy, he'll try to do anything to break your shell and make you enjoy yourself."

Aurora stifled a large yawn. "Oh right, we need to go to bed so we can be ready tomorrow, or later today rather," Orion realized and he sunk beneath his covers. "Good night, Aurora.I'm glad you could be my friend."

"Good night, Orion. I'm glad too."

With that, the two young colts wrapped themselves deep in their blankets and drifted off to a very deep sleep.

******

The next day when they awoke, almost all of the other ponies in their group was already up at brushing their manes and talking with their friends that they had made the day before. in the far corner of the room surrounded by an excited crowd stood a cyan-colored filly with a rainbow mane and tail. As Orion rose and set himself down off the bed, he could over-hear her bragging about how she had performed a Sonic Rainboom last summer. Orion hadn't heard of anything like a Sonic Rainboom. He made his way across the room to where she stood on her bed recounting how she had endured supersonic speeds to break the barrier.

"What's a Sonic Rainboom?" Orion asked, nuzzling his way to the front of the group. "What's a Sonic Rainboom?"

The cyan filly looked at him as if she had been hit across the head. "Are you a dumb colt?" she asked, taken aback that somepony had no idea what a Sonic Rainboom was. "How can you be a pegasus or any kind of pony and not know what a Sonic Rainboom is?"

"I've just never heard of it," Orion said lowering his head, "My father's just a shop manager. He's not much interested in special tricks or whatever."

"Whatever?! Is that what it is?" she stuttered as if she couldn't believe what she was hearing. "You poor colt. The Sonic Rainboom is the only thing, and I mean the only thing that's the most difficult thing to do! It's so hard to do, nopony's ever done it, but I did it last summer and I'll do it again this summer to prove you wrong!"

"I'm not looking for a race," Orion sheepishly muttered, "I'm just wondering what a Sonic Rainboom is. That's all."

"What? You don't wanna race either? You're certainly a strange pony," she said, actually sitting down in amazement at him. "Listen here you: the Sonic Rainboom is the fastest most amazing most dangerous most exciting trick there's ever to do. And I did it last summer in a race. Fluttershy here can tell you so; she was there when I did it," the blue filly continued as she roped her arm around a yellow filly with a pink mane. The filly named Fluttershy squeaked and tried to get down from the spotlight but the blue one had her caught. Fluttershy quieted down and looked up at the crowd through her pink mane that drooped over her eyes as she laid down curled on the bed. "Go on, tell 'em, Fluttershy."

Fluttershy merely whimpered and tried to get away but she was held down and she wasn't going anywhere anytime soon. She finally nodded her head. "You see?!" the other yelled as Fluttershy shied away when she was no longer pinned down. "Listen well! My name is Rainbow Dash and I'm gonna be a member of The Wonderbolts one day!"

******

The first lesson of the groups day began when their judge and trainer came in and introduced himself as "Mr. Longwing." He had them all separate into pairs and line up against the wall. He then had them go down the line one at a time and introduce themselves to their camp-mates. First one in line was Rainbow Dash and her introduction drew on for all it was worth. She boasted about her Sonic Rainboom and delighted announced to everypony there that she was going to be a Wonderbolt when she got older. Next was Fluttershy but all she did was cower, whimper, and try to shy away behind her friend, Rainbow Dash. As the line went on, it was Orion's turn and then Aurora's and then it went on to the end. After the long and sometimes funny introductions, Longwing had everypony go outside to the grounds so he could evaluate everypony's flying ability so he could then determine which ones to pay special attention to.

Rainbow chose herself to go first. She trotted up to the little circle in the middle of the grounds, deeply sighed, shook off any nervousness and wiped sweat away from her forehead, and bolted into the sky. She rose faster and faster than anypony Orion had ever seen before. When she got to as high as she wanted, she did a set of loop-d-loops and darted to the ground. She was going faster. Faster and faster yet. She quickly righted her descent, slowed, and touched back down. She got her scores and made her way back to the line to stand beside Fluttershy.

"Alright," Longwing said after he jotted down the scores, "Who will go next then?"

"I will," Orion said as he stepped forward. He was going to prove that even if he hadn't known what a Sonic Rainboom was, he was still one of the best flyers. He slowly walked to the center and felt a sudden grip of anxiety, but he wiped it away and looked to the sky, to where he knew the stars would be waiting. He spread his large wings and with a majestic push, he rushed into the sky; into the wind again. He was there. He flapped and flapped, gaining height and speed. He dove through the heart of a cloud and emerged on the other side, his coat sprinkled with beads of water. He was in the wind, doing what he wanted to, free from his father's instruction for the first time in weeks, and he wanted more. Orion soared, his large wings beating the air and causing him to rise. He stopped and closed his eyes. In his mane, in between his feathers, on his tongue, in his ears, on his coat, was the wind and all of what it was. He dived. He was enjoying this. He leveled out and with a quick maneuver, he spiraled towards the clouds again. Nothing was going to bring him down. He just wanted to fly and he wanted to enjoy it for as long as it lasted.

He landed and got his own scores. He had scored the same as Rainbow Dash. He walked back to the line but was stopped by a hoof on his shoulder. He turned and saw Rainbow Dash smiling. "Hey, that was some nice flying. I'm sorry about the things I said earlier this morning. Wanna hang out sometimes?" she asked as the next pony took his own spot in the center.

Orion observed her for a while before nodding. "Sure, that'll be awesome. You can teach my friend and I things about flying we don't know."

"Cool then!" she said excitedly. "By the way, this is Fluttershy," she continued as she pulled over her yellow-coated friend. "She wants to be friends too. She's real shy and she's bullied a lot because of it but hey, you're a pretty cool guy. So what do you say?"

Orion turned to Aurora, unsure of what to do exactly. When Aurora responded with a nod, Orion said, "Sure, that's cool. I'm Orion and this is Aurora."

"Hi . . . I'm . . .," Fluttershy quietly said, her name inaudible.

"What was that?" Aurora asked, standing beside Orion.

"Um . . . I'm . . . um . . . um . . . my name is Fluttershy," she finally said.

"Nice to meet you, Fluttershy," Orion said as he shook her hoof and from therefore, they went as friends.

They watched the rest of the line take their turns. There were a few good ones, a few decent one (Aurora ultimately fell into this group), and then a handful of ones that could barely lift themselves off the ground (Fluttershy fell in this group).

"Alright everypony," Longwing announced once everypony had settled back on the ground. "That's it for your first lesson. I figure that we start out slow the first couple of days and then we'll move on to the harder stuff once everypony's comfortable. As for the more advanced ponies," he said, indicating Rainbow Dash and Orion, "I'll start you two off immediately with the hard stuff. So that's all for today. You can all go and explore around Cloudsdale as you wish, but I don't wanna hear about any of you flying. Not until you've gotten your certificates. No matter how good you are at it. There are plenty of walkways and bridges here in Cloudsdale so there's really no point to fly anyways. Flying just takes less time."

Longwing stretched out his own wings and flew off in the direction of an arena in the distance. Orion, Aurora, and their new friends Rainbow Dash and Fluttershy walked back to the living quarters talking and laughing about how they had flown and how everypony else had flown.

Orion was happy that he had made friends.

Chapter 2: Aurora's Flight

Orion and Aurora were sitting on the edge of a cloud watching the sun set. It had been nearly three weeks since Flight Camp had begun and Orion's and Aurora's friendship had grown and strengthened. As the weeks had passed and the temperatures had warmed, Orion and Aurora found themselves outside their quarters on the balcony staring and talking about the stars a lot more. Sometimes if she wasn't asleep, Rainbow Dash would come outside and sit with them. And on some nights, if she particularly felt like it, she would drag Fluttershy out of bed and drag her outside too.

"Hey Aurora?" Orion asked, clearly bored with the state of things.

"Yeah?"

"I'm not feeling much like going out on the balcony tonight."

"Why? What's up?" Aurora asked, suddenly sitting up straight. "You don't normally just say you don't feel like doing something. What's up?"

Orion kicked the side of the cloud with his heels and looked around. It was beautiful sunset. "Well, you know how Mrs. Nominghoof is always trying to get inside our heads to make us better flyers under pressure?" Orion finally asked.

"Yeah . . . so what about it?" Aurora asked, puzzled by what his friend meant. "She means the best, so what's the problem?"

"It's nothing . . . it's just, what if what she says about my flying is true? What if I'm really all sloppy and stiff like she says I am?" Orion asked, sniffling his nose with his hoof and looking back out to the sun setting on the horizon. "What if all that's true? It's all I can think about now-a-days."

Aurora took a long look at his friend and sighed. "I know we're still both little colts, but we know more than what we're granted, and if I know something, I know that you certainly are not as she says," he said as he placed a hoof on Orion's shoulder. "You're an excellent flier. Even Rainbow Dash says so and she's done the Sonic Rainboom. You can't listen to the things she says. She only says them to make you second-guess yourself. You just have to ignore it and know what's truth and what's false."

Orion looked at his smiling friend and couldn't help but smile. "Yeah. You know what? I am a good flier and there ain't any teacher that's gonna tell me otherwise."

"Now that's more like it," Aurora said, grinning and he stood and stretched his wings. They had been sitting still for far too long today and his wings felt like a block of metal. "I'm going to head back to our quarters. You coming?"

"You know it."

The two colts passed by the Rainbow Factory and watched as a worker pegasus took a bucketful of the multicolored mix and flew off into the distance. Where he went the two colts could only guess and they guessed that he had gone off to make one last rainbow for the day. As for that multicolored mixture of what Orion and Aurora weren't sure of, Orion found out one day last week that it isn't the best tasting stuff in Equestria. He remembered taking a sip that he had puddled in his hoofs and experiencing the most awkward sensation. First, it tasted a little spicy, like somepony had added in too much pepper, but then as he tasted the different colors, he was overcome with a violent shiver and revulsion. It was nasty stuff.

Rainbow Dash had gotten a right good laugh out of it when Aurora had told the story of it that night while Fluttershy instantly began to worry. She was determined to do anything she could do to make sure Orion felt better. It wasn't until Orion had protested again and again that he was better that she stopped worrying and lightened up. After a while, even she began to admit that it had been pretty funny.

Orion and Aurora continued on. They soon reached Aurora's favorite place of all; the Snowflake Factory. Inside the factory, pegasi were still busy at work creating the last snowflakes for the day. Creating snowflakes was an immensely sensitive and delicate operation. First, tiny beads of water were frozen into crystals, then they had to be meticulously and carefully fused together by hoof into a single snowflake. Any abnormality or screw-up by anypony would register in the form of an unequal flake. It was an incredibly delicate process. One snowflake could contain as many 1000 individual crystals. Orion wasn't quite sure why his friend liked this place so much, but he decided that if his friend liked it, then he liked it too.

They continued on, not talking much except to say the occasional "Hello," or "Good night," to anypony that they had come to like. They stopped in front of the large coliseum where Rainbow Dash spent many afternoons after lessons. They listened to see if they could hear their friend trying to do some cool new trick or instructing Fluttershy on how to be a better supporter. They heard nothing so they continued on.

Trainer Longwing had been honest to his every word. When the formal lessons had begun, Orion and Rainbow Dash were set together into the more advanced lessons and classes. Day after day, they would return to their beds with heavy wings and an uncomfortable throb in their muscles. Aurora was undeniably getting a lot better all the time. Even Fluttershy has shown improvement. She was now freely able to get off the ground and do the basic maneuvers such as gain altitude, lose altitude, and turn left and right.

******

The moon was already rising as Orion and Aurora drug themselves up the stairs to their sleeping quarters. They opened the door and went inside to find it almost completely free of ponies. Everypony else must still be outside somewhere. It was a break day anyways. The only other pony they saw was Dusk. Dusk was a little filly who had done just about as badly as Fluttershy had done during the initial flight test. She had a light grey coat and long white mane and tail.

When she saw Orion and Aurora enter, she quickly shot up, wiped her eyes, and smiled. "Oh, hi, Orion. Hi, Aurora," she said and tried to hide beneath her covers..

"Hi, Dusk," Orion said as he walked to her bed. Aurora followed suit. "What's wrong?" Orion asked as he prodded the shivering figure beneath the covers with his hoof. The little filly stuck her head out.

"They were making fun of me again," she said, another round of tears beginning to pool in her eyes.

"Who are 'they'?" Aurora asked, sitting down on his haunches beside her bed.

"Those boys from group 3," Dusk said, tears beginning to slide down her cheeks.

"What did they say?"

Dusk bit back the answer as she began to cry again. Orion sat down beside her and wrapped his wing around her shoulders.

"What did they say?" Aurora asked again.

Dusk wiped her eyes and cheeks and spoke so quietly that Orion and Aurora had to strain to hear.

"What was that again?" Orion asked again this time, giving her shoulders a gentle rub.

Dusk sniffled back her tears and said, "They said that I would never fly and that nopony would ever want to be my friend because I was a failure and because I always mess up." She broke into a fresh fit of sobs. Orion and Aurora looked at each other while she cried and they nodded in agreement.

"Do you want to be our friend?" Aurora asked. "I'm completely serious. Do you want to be our friend?" he added as Dusk gave him an unconvinced look.

"Why?" she asked, wiping the tears away. "You're just gonna make more fun of me, aren't you?

"We would never do that, Dusk," Orion said, rubbing her shoulders. "Everypony deserves a friend. Who cares if you can't fly well? That's nothing to be ashamed of. It's the spirit and the heart of the pony that matters. Anything else other than that is nothing. Do you want to be our friend?"

"You mean it?"

"Of course he means it," Aurora said confidently. "Orion would never lie about them kind of things."

Dusk stopped crying and nodded eagerly. "I'll be your friend if you'll be mine."

"We promise," Orion and Aurora said at the same time.

"But what about those boys from Group 3?" Dusk asked, a slight tremble in her voice. "What if they bully me again?"

"Then we'll deal with them when the time comes," Aurora replied. "Those guys are only trying to make you sad by saying those mean things and more than likely, they're not good flyers either. All they want to do is scare others so that they wont feel so bad about themselves. It's a really mean thing, but you can't listen to what they say. Don't you worry about it. You're our friend now and as our friend, we're gonna do what it takes to make you happy."

"You mean it?" Dusk asked, feeling a lot better and wiping her cheeks.

"We mean it."

******

Rainbow Dash and Fluttershy had agreed completely and entirely with Orion's and Aurora's decision to befriend the lonesome Dusk. They had come in later that evening to find Dusk and her new friends sitting around her bed talking and laughing. When Rainbow Dash had asked "What's up?", Orion proceeded to tell her the entire story of what had happened and what they had decided.

"Where were you?" Aurora asked Rainbow Dash later that night as the five friends sat out on the balcony. The stars and moon were shining bright from their velvet bed. "Orion and I looked all around for you before we came back but we couldn't find you anywhere."

Rainbow Dash scratched her mane and stood up. "Oh it's nothing, Aurora. Sorry to have obviously scared you," she said. "Fluttershy and I made our ways over to Mr. Boriolus's flight shop, 'All things Flight', and looked around at all the cool stuff he has."

"Mr. Bori - who?" Orion asked. He had never heard of such a name for a pony.

"Boriolus is only the coolest pegasus in all of Cloudsdale," Rainbow Dash explained. "Well, not cooler than me, anyway," she added.

Everypony rolled their eyes at Rainbow's boast. "So getting away from who's cooler than who," Orion said, "What does Mr. Boriolus do? What's his shop all about?"

Rainbow Dash sat back down. "You all have never been to his shop?" she asked, surprised and with a dumbfounded look on her face. Everypony except for Fluttershy shook their heads. "Wow," Rainbow continued.

"So what's his store all about?" Orion asked again.

"I really can't explain it to you," Rainbow Dash admitted glumly. "I'm gonna have to take you all there tomorrow after lessons. You'll all like it. I promise. His shelves are stocked full of everything a pony could wish for!"

"Oh that sounds like fun," Dusk said, clopping her hooves together.

"Of course it is!" Rainbow Dash exclaimed. "He's got everything! Capes! Goggles! Jackets! Compasses! Maps! Racing outfits! Manuals and little other booklets! An entire shelf devoted to The Wonderbolts! Mr. Boriolus has got it all!"

Orion couldn't help but express his lack of enthusiasm. "I know you're all looking forward to it and all, but I really can't see it being much interest to me."

Rainbow Dash looked like as if she had been hit. "You know Orion? You never fail to amaze me."

"I'm sorry," Orion said, "But I'm just into that kind of stuff. But I'll go with you anyway; those maps you say he has could be pretty cool to look through."

Rainbow Dash was amazed. She couldn't believe anypony could not have any interest in Mr. Boriolus's shop. She sighed. "Whatever. At least you're coming with us . . . you are coming with us tomorrow, aren't you?"

Orion nodded as a breeze worked its way through the sky, rustling all of their manes and tails. Unlike the cool winds of earlier spring, this breeze was warm and it smelled so clean. Orion nodded again. "Of course I'm going with everypony tomorrow. You're all my friends; of course I'm going to go."

"Good," Rainbow Dash said as she stifled a large yawn. "I'm going to bed."

Everypony watched as she went back inside. "I'm going to go too," Fluttershy said, getting up and going in also. "Me too," Dusk said this time and she went inside, closing the doors behind her.

It was just Orion and Aurora again. Neither of them said a word as the wind ran its course over the clouds. They sat in silence and watched the stars move across the sky. By now, Aurora also knew most of the stars and constellations so it wasn't a constant back and forth of questions and answers. They watched and they sat out until the sun was beginning to show its orange glow of dawn. The two friends went inside and went to sleep. It wouldn't be much sleep, but it would be enough.

******

Trainer Longwing came around at his usual time. The time he entered the sleeping quarters was precisely 9:30 every morning. He separated Orion and Rainbow Dash from the rest of the group and went on about telling the main herd of ponies what they would doing that day. He then rounded on his best students and had them go off to the large arena at the easternmost part of Cloudsdale. Orion and Rainbow Dash grabbed their saddlebags and immediately set off for it.

The two reached the arena and went inside. The circular rows of cloud-benches rose high above their heads as they stepped into the center. In the center was a table and on the table were two note-cards with their names on them. Orion picked up his own and read it aloud. "Dust under every bench while flying. No breaks. This is so that you may get accustomed to flying for long instances. There will be an overseer pegasus there to see that you abide to the rules of this exercise."

"Hey! Mine says that too!" Rainbow Dash exclaimed as she held her card. "So we can 'get accustomed to flying'? I'm the best flyer in Equestria!"

"Rainbow Dash," Orion said, already starting to work on the chore. "Did you read the entire thing? It said 'you may get accustomed to flying for long instances'. It didn't say that you aren't used to flying. It's just an endurance thing."

Rainbow Dash snorted and ripped up her card. "You're an egghead, Orion."

"Excuse me? What does that mean?"

"It means that you're too smart."

"And you aren't?" Orion asked, already busy dusting beneath his fifth bench. His fifth bench out of his remaining nine hundred and five.

"Of course I am! I'm Rainbow Dash."

Orion shook his head and rolled his eyes. "Rainbow, please help. There's no way I'll be able to do all these benches all by myself."

"I don't see why we can't just fly really fast and blow away all the dust. That's the easier way," Rainbow Dash angrily said as she also went to work. With a swipe of her tail, she cleared the dust away from under her own benches. "I really don't see why we can't just fly around really fast and blow the dust away," she continued to mumble. When she noticed Orion a ways ahead with his own side of the arena, completely ignoring her mumblings, Rainbow Dash stopped talking and set to work. She couldn't believe she was cleaning something manually when all she could of done was fly and around and blow the dust away. She couldn't believe it.

Their job continued well into the mid-afternoon. After hours of constant flight, Orion finished his last bench. He fell plumb back on his haunches, breathing heavily. His wings hurt and he felt too heavy to move any further. He laid down on his back and watched Rainbow Dash finish her own set of benches. But she was far from tired.

"See, Orion?" she boasted as she made her way to the tired pegasus that lay on his back. "You see? 1000 benches and I'm nowhere near tired. See? Endurance my hoof. I said I was the best flyer."

Orion rolled his eyes and stood up, the aches and throbs in the muscles in his back and wings drove him to almost fall over. "Hey, you okay?" Rainbow Dash asked as she rushed to catch him so that he didn't fall down. "You don't look good."

"I'm just tired," Orion explained. "I'm fine, really." He pushed himself off of Rainbow Dash and stood on his own. His legs were shaky but he stood. "I'm going go back to the room."

Orion reached the quarters, opened the window beside his bed, and plopped back into his bed without waiting to remove his bags. He closed his eyes and he fell to a deep sleep filled with nothing but the constant sound of the wind in his ears. He did not dream.

When Orion awoke, the sun had already set and the day had relinquished to night. The moon was already high in the sky and its luminous glow poured into the sleeping chambers. He rolled over on his side to find Aurora already asleep in his bed. He looked further on to the far end of the room and made out the forms of Rainbow Dash and Fluttershy also in their beds; both already deep in sleep. Dusk was also fast asleep in her own bed. How long he had been asleep for, Orion did not know. He sat up and removed his bags. His wings still hurt and ached and he looked out of his open window at the moon. He sighed. Thinking back to what Mrs. Nominghoof had said, maybe he really wasn't that good of a flyer. He sighed again and laid back down. Orion fell to sleep again.

The morning came and Orion rolled out of bed and onto the floor. His body was sore; his legs weak, his wings like blocks of metal, his neck ached and cracked, and he felt many times heavier than he was. Orion clambered up to his hooves and put his saddlebags on again. The weight of them only adding to his discomfort. "Good morning," he heard Aurora say. Orion turned to his friend and nodded.

"We all came back late yesterday afternoon and you were all passed out on your bed," Aurora said, walking around to Orion's bed. "We tried to wake you so we could all head out to 'All Things Flight' but you never even so much as grunted."

"Sorry," Orion apologized pathetically. "I was too tired."

"Too tired? You were absolutely dead to the world."

"I see."

"Don't worry about it," Aurora said, giving his friend a pat on the back. "We decided that we would all just go this afternoon if you weren't all passed again like you were."

"Thanks," Orion said, feeling a little better. "Do you wanna know what Rainbow Dash and I had to do yesterday?"

"Sure. What went on?"

"You know that large arena that's used for the Wonderbolt's races? Well, that's where Longwing had us go and once there, we had to clean under every single bench while flying."

"Well what's so wrong with that?" Aurora asked, "Flying isn't that hard once you get used to it."

"I know that, Aurora," Orion said. "But when you're not allowed any breaks from flying when you've got to do it for hours on end, it begins to hurt."

Aurora nodded. "I can imagine. At my best, I can only fly nonstop for two hours or so before I start to really get tired. But for several hours like that, I just can't."

"So anyway, getting away from what I had to do," Orion said, sitting back down on his bed. "What did you do yesterday?"

"Oh nothing," Aurora admitted. "We just had a little lecture about recognizing different clouds and recognizing the ones that it's okay to go to and the ones that should be left alone."

"That sounds like it was boring."

"You have no idea, but it was still better than having to continuously fly for hours cleaning under benches."

Orion saw his friends point and nodded with a smile. He felt better. He could begin to feel his wings feel less like worthless blocks and his legs were no longer as shaky as they had been. He was grateful for his friend.

Longwing came by again at the same time and to Orion's amazement, he and Rainbow Dash would be having the same lesson as everypony else.

******

When their lesson about wind had finished, Orion, Aurora, Rainbow Dash, Fluttershy, and Dusk made their way out into the warm afternoon sun. It had been a long boring procession that had been marred with sleeping ponies and the constant stifling of yawns, but it was finished none-the-less. The summer sun was hot on their backs and necks as they walked.

Boriolus's shop was a wonderful thing to behold. Outside were two large pillars as wide as three fully grown stallions and as tall as five. Held up by the large pillars was a complex organization of clouds that looked to have been delicately knotted by hoof one strand of cloud at a time. The door itself was only wide enough that only two stallions could stand side by side in it at a time. On the door written in bold lettering was "All Things Flight". It was truly an amazing sight. When the friends entered the tall shop, they found rows upon rows of merchandise that rose twenty feet into the air.

As Rainbow Dash showed them all around the shop, there was a crying from the floor below. When the friends looked around to see who it was, they found Dusk shivering and crying surrounded by three colts many times her size. Aurora dashed to the ground and landed with a large thud in front of the colts. "You leave Dusk alone!"

"What are you gonna do if we don't?" one of them jeeringly asked, a light laugh in his voice.

"I'll race you and I'll beat you," Aurora said, his eyes lighted with anger. His friends landed down also. "If you keep on picking on Dusk I'll race you and I'll beat you at it."

"Oh, you'll race us?" the second one mockingly sneered. "And you'll beat us? That'll be something that'll never happen."

"Oh yeah?" Aurora asked, a confident tone in his voice. "How about you prove it?"

"Why should we prove it?" asked the largest colt to the far right. "Why should we race against a little pony such as yourself?"

"Are you afraid? You afraid that maybe I'll win?"

The colts looked as though they could hit somepony. ."Fine," the first one said. "Tonight when the moon is highest, we'll be seeing you at the Celestia Memorial Arena. That is if you don't chicken out first. And if you win, we will never mess with Dusk again. If you lose, we tell the teachers you were out at night."

"Fine," Aurora said. "I'll be there and I'll beat you."

With that, the three colts left the shop with their heads held high. "Have you any idea what you've just agreed to?" Dusk asked as she wiped her tears when they left. "I'm nopony to go and get yourself in trouble over. If you lose and they tell, you'll get in so much trouble."

"Will you not worry about it?" Aurora asked, turning around with a sheepish smile. "I know what I said. I'll beat them."

"That was pretty stupid of you, Aurora," Rainbow Dash said as she took flight again. "Those guys are the same guys that used to call me 'Rainbow Crash' all the time. They'll do anything to win."

"It'll be as it is," Aurora said. "I'll still beat them."

"That's a very large boast," Orion said, speaking for the first time since that morning. "But I'm sure you'll be fine. I'll be there to cheer you on."

"Thanks a bunch. I'll be sure not to let you down."

******

That night, when the moon was at it's highest point in the sky, Aurora and his friends secretly entered the large arena that Orion and Rainbow Dash had dusted the day before. Dusk was with them as Orion and Rainbow Dash took seats near the middle. She was determined to watch. Fluttershy however had fallen asleep earlier in her bed and would not wake. They eventually gave up and left.

Aurora took his place in the middle of the arena and sat down on his haunches. He waited. As if scheduled and rehearsed, the three large colts flew in overhead and landed in front of him. "You ready, little pony?" the first asked.

"As ready as I'll ever be," Aurora said, not flinching or moving at the sight of his imposing opponents.

"This is gonna be a nice fair race," the third said. "We were thinking earlier and decided we're gonna play nice and fair. It's gonna be ten laps around the arena and the first pony to cross the finish line wins. No questions asked and the agreements still stand. If you win, we'll leave Dusk alone for as long as we live. But if we win, we tell the teachers you were out at night. We even brought along somepony to swing the flag."

"That's fine by me."

"You ready, little pony?" the first asked again, spreading his wings.

"As ready as I'll ever be," Aurora replied, also spreading his own. He lifted himself into the warm night air and flew across to the starting line. He landed in front of it and looked to his friends. Orion held up his hoof, Rainbow Dash cried 'You can do it!', and Dusk simply nodded her head. Aurora let all nervousness wash away. There was no turning back. The pony swung down the green flag and Aurora soared.

He was flying faster than he had ever flown before and it felt great. Aurora could feel the wind in his wings as he soared. He could do this. He was in second place and he was catching up. Lap one was finished. He could do this. He could hear his friends cheer and he flapped harder, propelling himself faster. He had caught up the largest colt and was now neck and neck with him. He flapped harder. Just as he was beginning to gain the edge, Aurora felt a large collision in his side and he was knocked down to the clouds. He could hear the angry cries from his friends and he lifted himself into the race again. He flapped and flapped, gaining speed as he crossed over into the fourth lap. He was in last, but he was catching back up. Aurora continued to flap as hard as he could and he passed one, two ponies. He was in second again as he went into the eighth lap. Aurora could do this. There was no way he was going to lose to bullies like this. There was no way he was going to lose. With the wind in his wings and his head bowed forward, Aurora flapped and he passed into first. His wings were beginning to hurt and his lungs beginning to burn, but he had to hold on. It was only a little further, he could do it, he could hold up and win. He flapped his wings and crossed the finish line as his friends erupted into cheers. He had won.

Aurora landed back down on the clouds as his friends greeted him with hugs. "See? I told you I'd win."

"There was never any doubt in my mind that you would," Orion said. "Although I never knew you could ever fly like that."

"Neither did I," Aurora admitted with a large smile. "I was just wildly flapping as hard as I could. It felt good."

"I told you they would do anything to try and win," Rainbow Dash said, also landing down. "I told you they would and they did when they knocked down in the second lap."

"It's fine," Aurora said. "I still won in the end."

"Thank you," Dusk quietly said as she gave him a hug. "Thank you for sticking up for me."

Aurora looked at her and nodded. "Don't mention it."

******

The three colts admitted their defeat and held up their own side of the bargain. They flew off into the night and left Aurora with his friend and they went off together back to their beds. It had been Aurora's flight and he was happy.

A Day With Fluttershy

"What do you mean you're doing extra flight practices today?" Orion asked with a tone of not understanding. "You're flying's well enough as it is. You're sure to ace the Flight Test."

"I know this," Aurora said as he hitched his saddle-bags over his back and turned away from his bed. "But I just wanna do some more. The Flight Test is in a couple of days after all."

Orion sat back down on his own bed disheartened by what he had heard. "But it's still a break day. You don't have to go and do it."

"I want to."

"Then what am I gonna do for fun then? Wandering around Cloudsdale isn't that fun after you get used to it."

"Go see if Rainbow Dash and Fluttershy are doing anything today?" Aurora suggested, plopping back down on his bed. "They should be free."

"And Dusk?"

"She said she's gonna follow me out to practice. Now that I think about it, perhaps it would be nice if you came along too."

Orion quickly shook his head. "No way. My wing's are too tired. The thing's Longwing have had Rainbow Dash and I do have been ridiculous. I'm too sore to think about flying today."

"I can see your point," Aurora said. "Oh well then. Perhaps catch up on sleep then."

"I just may. Don't you have to go soon?"

"Oh yeah. Thanks," Aurora stated in surprise as he remembered the time. He sprung up from his bed and trotted over to where Dusk was engaged in conversation with another filly. He poked her on the shoulder with his hoof, whispered something in her ear, and the two left together through the large front doors.

Orion sighed and he turned his gaze out to the sun that was rising in the mid-morning. Flight Camp was almost over and the final Flight Test was a few days away. The two months had passed with startling speed and Orion was faced with the grim prospect of having to say 'good bye' to the friends he had made. The most painful thing he feared above all was having to say 'good bye' to Aurora. During the two months of camp, the two young colts had grown and bonded together in such a way now that they were inseparable. They had also grown so close, they were able to finish each others sentences without confusion and awkwardness. Orion was happy that Aurora was his dearest friend and the thought that they may never see each other again weighed heavy on most days. In some nights when he found sleep to be difficult, Orion would turn over to look at his friend and with the thought of parting, and he would begin to cry. And he would cry until he finally fell to sleep. He didn't want to never see his friend again.

He turned over and looked at the rest of the ponies in his own group. He had spoken with some of them before but none really caught on the strings of his heart in the same way that Aurora, Rainbow Dash, Fluttershy, and Dusk had. He sighed again and stood. Walking to the large doors, Orion stopped to quickly brush his mane before exiting.

During the two months of Flight Camp, Orion had explored all of what Cloudsdale had to offer. Of all the ponies he had met during his explorations, Orion would never forget Opal Prism. Opal Prism was a tall pegasus stallion from Trottingham. Orion didn't know much about Opal's history, but he did know that Opal had once served as a Royal Guard for Princess Celestia several years ago. Opal still to that day hung onto the habits he had picked up while as a guard. His bed was always neatly made every single morning, his mane was always properly brushed, the way he walked demanded attention, and the way his blue eyes seemed to stare deep into one's heart was to be admired. But here he was. Opal Prism lived in a little flat beneath one of the many bridges that connected the separate areas of Cloudsdale. The walls were always stainless white and the floor was always swept and cleaned. While Orion felt that Opal was a very strange stallion, he couldn't help but like his company.

Ever since Opal had caught him after he had been knocked from the bridge, Orion would sometimes find himself outside of Opal's home knocking on the door. During the past few weeks, Opal had taught Orion many things about flight and about the valorous details of what it meant to be a Royal Guard. He had taught Orion more about flying steady than Longwing had that entire summer. He taught him the mannerisms of guardianship and what it meant to protect something. He had taught Orion how to be rough and how to tussle. He had taught Orion all that he had known, but Orion wanted to know more about his new-found teacher.

Orion heavily knocked on Opal's door and waited. He waited but with no response. He knocked again and the door slowly opened with a creak. Orion stuck his head in the opened area and looked at the table that was always placed in the middle of the room. On the table was a sword. It seemed to glimmer in the sudden flux of daylight and its sharp edge looked as demeaning and as merciless as Orion had always thought one would. He took a step into the room but he was stopped by a solid wall of stallion. Opal descended faster than a shadow and caught Orion quickly by the shoulder. Orion was spun around into the side wall and he glanced up at Opal, but Opal seemed different than he had ever seen before. His eyes were glazed over with a demeanor of anger and his neat mane was disheveled. He was scary.

"Opal?" Orion asked unsure of what would happen.

Opal blinked his eyes and looked down at the young colt he had pinned to the wall. "Oh heyya, Orion. What brings you along today?" he asked as if nothing had happened.

"What's wrong, Opal?" Orion asked as he rubbed his elbow.

"Ain't nothing wrong. What d'ya mean by 'What's wrong'?"

Orion looked up at Opal's deep vivid blue eyes. They were back to normal. "Oh it's nothing."

"Were you lookin' at my sword?" Opal asked taking a glance to the sword that lay peacefully on the table.

"Yes . . . but how did you know?"

"Oh I was just watching."

"You were just watching?" Orion asked, unconvinced by what he was hearing.

"Sure was."

"And why were you 'just watching'?"

"I was a digging through my old closet when I found that old friend of mine. Me and and that sword go way back. I got that sword when I first graduated training and became a guard. Me and that sword have been through a lot and we've seen a lot of stuff. We're like brothers, that sword and me. So when I found him bundled up in my closet, I wanted to see how much I've rusted since my days at the castle. I haven't seemed to rusted much have I?"

Orion looked up at Opal's large smile and forced a smile of his own. If that was how Opal had been during his days as a guard, then he was glad he hadn't known him then. That was scary. "You never told me . . . why did you decide to become a guard?" he asked as he backed away.

"Me dad was a guard himself and he would always talk about Princess Celestia and how pretty she always was," Opal explained as he sat down on his haunches beside the table. "I think I was just wanting to be like my own dad. Also now that I think about it, I was always a sucker for a pretty mare. Yep. And oh boy was she a pretty mare. She was the prettiest mare I ever saw.”

Orion looked at his teacher and then looked to the sword.

“Do ya want to know how to handle a sword?” Opal asked, noticing Orion’s eager eyes.

"You mean it? Can you show me today?"

"Not today," Opal said with an awkward scratch of his mane, his large hoofs swaying like large trees in the wind. "Nope. Can't be today. I gotta fly out to Canterlot soon enough anyhow. There's a party going on about today to celebrate old fart ex-guards like myself."

Orion hung his head dejectedly and looked away from the sword. "Oh."

"Eeyup. I ain't much looking forward to it myself but at least I'll get to see that pretty mare again before I get too old to feel a little something."

Orion nodded, a little unsure of what Opal meant, but he decided not to ask questions. He merely nodded again. "Oh okay."

Opal looked at the young colt for a while before walking over and patting Orion's head under his large hoof. "Don't feel too much bad about it, y'hear? I'll show you a little something one of these days before your camp is over and done with . . . but for now, why don't ya go and play with your own friends?"

"They're all off doing their own things," Orion quietly said, sitting back onto his own haunches.

"Well then I guess there's nothing much to do but wait," Opal said and he looked to the clock he had hung on his white wall. "Well . . . I must be off then. Have some fun today, Orion."

Opal Prism wrapped his old sword back in its case and put it back in its place in the closet. He clapped Orion a strong pat on the shoulder with his large hoof and left. Orion was alone again.

******

Orion was slowly walking by, hardly noticing the wind as it ruffled his mane, hardly noticing the sky as weather workers were putting together a dark thundercloud above the entirety of Cloudsdale, and hardly noticing as the rain began to sprinkle down until a drop hit in him in the muzzle. He looked to the dark ominous cloud above as a particularly strong gust of wind winded its way through the tall pillars and buildings. Orion was always fascinated by what the wind was capable of. Even now, as the wind was funneled through the narrow passages, Orion spread his wings to feel all of it. He loved the wind. He loved it until it suddenly stopped and was replaced with an eerie silence that seemed to drum against the inside of his head. The rain began to pour as hard as Orion had ever seen it and he ran.

Orion ran and he ran. He had explored enough of Cloudsdale not to get lost just as he and Aurora had done one of those first few weeks. It had been a weekend and just as everypony else, Orion and Aurora had decided to leave the confines of the sleeping quarters and walk around. They didn't really pay as much attention as they should have and they ended up finding themselves behind the large backside of a building they did not know. As they tried to find their ways back, they became even more lost. Eventually, they resorted to flying high into the sky to pinpoint the way back. They had gotten in a right amount of trouble for that stunt.

Orion shook off the rain as he entered the large hall and made his way to his bed. He closed his eyes and let his long mane go to where it wanted. It had been a disappointing morning. He had been denied the opportunity to hang around with Aurora and he had been brushed off by Opal. He really did not know how much worse this day could become. He opened his eyes at the sound of the large doors closing and he sat up quickly to see Fluttershy soaked with rain.

"Oh hi, Fluttershy," he said. "Hold on, I'll get you a towel."

"Oh thank you but you really don't have to do that," she said, trying to shake off whatever water she could.

"No no. Let me get you a towel. You're soaked to the bone," Orion said as he made his way over to one of the wash rooms. He extracted a large white towel and draped it over Fluttershy's back.

"Thank you," she said as she dried herself off.

"Where's Rainbow Dash?"

"Oh um . . . she got in trouble again."

"What for this time?" Orion asked as he sat back down his bed.

"She got caught flying again. I tried to tell her not to but she wouldn't listen," Fluttershy said as she down on the bed opposite Orion. She dropped the towel lazily on the floor. Orion picked it up and tossed it onto the foot of his bed.

"She never learns."

"No. . . but still . . . she insisted she wanted to try that thing she does when she flies around the cloud."

"Oh that thing," Orion said as he realized. Trying to get a cloud to spin was Rainbow's most recent fascination. Once, she messed up with it and sent a cloud tumbling at Orion and everypony else as they sat and watched. She had gotten better at it since then but she was still reasonably terrible at it. "Oh right. That thing."

"Oh yes. She insisted we go to the stadium so she could work on it as much as she wanted but she was spotted by one of the trainers as the weather ponies were building the thundercloud. She got in a lot of trouble and had to go and speak with Longwing. I came right here as fast as I could, but . . ."

"Want a new towel?" Orion asked. "You've still got rain on you."

"Oh no. I'm fine. It's just rain. It'll dry on its own."

"If you say so," Orion said a little disheartened. Fluttershy seemed to notice.

"Oh no . . . um . . . you can get me one if you want to . . . I don't mind," she said a little shyly. She seemed to try and sink deeper into the covers on the bed.

"Okay." Orion stood up, walked to the washroom, and returned smiling with another towel. "Here you go."

"Thank you," Fluttershy said as she took the warm towel and wrapped it around her shoulders.

"Hey, Fluttershy," Orion said suddenly after a few silent minutes of listening to the thunderstorm outside howl and pour. "You've never told any of us about your past and where you come from."

"I've told Rainbow Dash when she and I became friends."

"But I want to know too."

Fluttershy looked at the floor, then the wall, then the raging storm outside the window. She hid herself behind her mane and tried to sink under the covers.

"Is it something you can't tell me?" Orion asked. "Or is it something you're embarrassed about?"

"Oh no, it's nothing like that," Fluttershy said, rising in the bed. "It's just that . . . well . . . I don't normally talk about it often and I sometimes don't know what to say."

Orion looked at the yellow filly and sighed. "Then why not try it with me. Here, I'll start you off. Where do you come from?"

"Cloudsdale."

"What's your cutie mark?"

"Butterflies."

"How did you get your cutie mark?"

"Oh um . . . Rainbow Dash was sticking up for me last summer and she got in a race with those colts that were bullying Dusk earlier. When the race started, I was knocked off a cloud and I fell to the surface. When I was there with all the animals, Rainbow did the Sonic Rainboom and scared all the animals away. I got my cutie mark when I helped the small animals and cared for them."

"So your talent is caring for animals then?" Orion asked. Fluttershy nodded. "Who are your parents?" Orion asked this time and instantly regretted it when Fluttershy began to cry. "What's wrong?" he asked as he made his way over to where she was.

Fluttershy shook her head and stifled a cry. Orion wrapped her in his large wing and asked again, "What's wrong?"

Fluttershy looked at Orion and wiped away the tears. "I don't have any parents."

"How can you not have any parents?"

Fluttershy stifled another cry and shook her head again. "I don't know. I've lived with my nana for as long as I can remember and she's never told me about it."

Orion tightened his hug. "Well where ever they are, I'm sure they're fine," he said as Fluttershy stifled yet another sob. This subject was obviously very emotional for her and he regretted ever asking her about it. "I'm sorry I asked you about it. You clearly don't wanna talk about it."

"Oh no it's fine," Fluttershy was quick to say. "My nana is a very special pony to me. I'm happy I get to live with her."

"What's your nana like?" Orion asked this time.

"Oh she's the best," Fluttershy happily explained. "She and I live out in this small little cottage near the outer areas of Cloudsdale. It's a nice little house and I love it very much even if it does get uncomfortably hot during the summer. My nana grew up near Fillydelphia before she moved up here to Cloudsdale. When she got to Cloudsdale, according to what she told me, she went and found work in Canterlot working as a personal chef to some of the most important ponies there. After a couple years however, she moved back to Fillydelphia and got married."

"It sounds like she's had an exciting life," Orion said.

"Oh yes," Fluttershy agreed. "After she got married and had my own mom, she went and traveled all over Equestria. She said to me that she's probably seen everything there is to see."

"I want to travel around one day."

"Oh me too. That sounds like it would be really fun to do . . . but I'm really shy around new ponies so I might not end up going."

"There's no definite 'yes' or 'no'," Orion said as he retracted his wing. "It's only a dream."

"But even if it is just a dream, it's still very nice to imagine all the things and think about everything you'll see and do."

As the thunderstorm outside grew worse, Orion and Fluttershy sat on the mattress and talked. They talked about the things they did and the places they came from, they talked about the things they wanted to do, they talked about the jobs they wanted to have, they talked about flying, they talked about the weather, they talked about the ground and the clouds, they talked and they laughed at jokes. It was later that afternoon that the storm lessened up and the weather workers took the large cloud apart, letting the sun shine through. When the sun was completely clear to shine where it wanted, Orion and Fluttershy exited back outside.

The air was thick and sticky and it had the faint smell of rain, but it was something that everypony's had to get used to. There was no wind after the storm and it felt heavy. The two walked on in the heat and eventually settled to slumping into the cool interior of the snowflake factory. It was a lot colder in there and it was there Orion and Fluttershy sought comfort from the blazing summer heat.

"It's too hot outside," Orion said as he wiped away the sweat. "It certainly wasn't this hot earlier this morning."

Fluttershy nodded as she also wiped away the beads of sweat that had formed on her brow.

"I wish it would be winter already," Orion bitterly said as he looked over at the ponies that were working on welding together the microscopic ice crystals.

"Why's that?" Fluttershy asked, sitting down on her haunches and tucking in her wings.

"I love cold weather," Orion explained as he sat down beside her. "I can't stand the summer heat. It's too stuffy all the time."

"Oh but it isn't that bad once you get used to it," Fluttershy quickly said. "It's really not so bad."

"Oh yes it is. It's always hot and stuffy and I'm always trying to cool off. It's bad. I like the winter a lot more because then I'm not sweating all the time and if I get too cold I can always just bundle up in a blanket or something. Plus I really love the snow. I always like going over to Brownhoof's fields and digging little tunnels all in the snow."

"Brownhoof?" Fluttershy asked, "Who's that?"

"Brownhoof? Oh he's this really old earth pony from the little town I come from," Orion said as he remembered the old pony. "He's just about as old as the dirt but he's the nicest pony I've ever known. Sometimes after school and on the weekends, he'll let me go over and play in his fields for as long as I want. As for his fields, he owns these really large wheat fields that stretch out as far as the eye can see and every fall before the harvest, the wheat that grows is taller than even the tallest stallion. I remember just this past fall that before the wheat was harvested, me and this other colt from school went over and played a little game of hide-and-seek all in the fields. We got lost and eventually just decided to walk in a straight line until we reached the edge of the field we were in and it wasn't until the sun had set all the way that we found our way out. Needless to say, our parents were pretty upset by it but Old Farmer Brownhoof eventually got them to see the fun in it. Me and that boy were sparred punishment and when we went back the following week, all the wheat had been harvested already, so you know how it is. And then during the winters when the weather ponies think that it's a good idea to dump feet after feet of snow on my town, I'll go over to Brownhoof's and dig little tunnels and little chambers in the snow. I wasn't the best at it at first, but once Brownhoof showed me how it was done and how to do it right, I got really good at it real fast."

"Oh that sounds like a lot of fun," Fluttershy said in obvious jealousy. "I wish it would snow here a lot more often. Most of all the snow that gets made here gets dumped elsewhere over Equestria."

"If you want, I could show you all the snow you would ever want to see," Orion said as he remembered the huge dumps of snow that would constantly blanket his town.

"Are you serious? You could do that?"

"Yeah I'm serious. The town I live in is several miles outside of Ponyville so it's really not that far from here."

"How much snow do you get?" Fluttershy excitedly asked, sitting up straighter as she desperately wanted to hear more.

"Well . . . Ponyville doesn't get that much snow, but where I come from, we get snow in massive dumps during the winter. It's kind of ridiculous the amount of snow we get. I remember this past winter, the weather ponies set up this huge storm and it dumped so much snow on top of the snow that was already there that it reached up to our roofs."

"Wow. That's a lot of snow. I really wish I could see that much one day."

"Well then this winter before the weather ponies set up another big storm, which they seem to do every single winter, I'll ask my parents if you can come over and stay a while."

"Oh you really mean it?" Fluttershy asked, a large smile spreading across her face.

"Yeah I mean it. You obviously love snow a lot and you're my friend and as a friend, it's part of my duty to make you happy," Orion said as he shifted his sitting position. He flexed his large wings and sat back down. "I'm totally serious. I'll talk with my parents about it after camp finishes."

"Oh thank you," Fluttershy happily said, wrapping her forelegs tightly around Orion's neck. He felt his cheeks grow hot as he heavily blushed but against his dark blue coat, it was hardly noticeable. "Oh thank you so much," she said again. "I really really love snow so much."

"It's no problem."

"Oh thank you," she said again before loosening her hug.

"It's nothing," Orion said, his cheeks still on fire. "Say? How about we go someplace else?"

Fluttershy pawed at the ground and glanced over to the snowflakes that were being collected in a very large bin that was a part of a larger group of bins and tanks. "Oh well if you say so."

Orion looked at Fluttershy. "We don't have to if you don't want to," he said. "Want to just stay here?"

Fluttershy nodded her head and returned to gaze at the large holding bins. The weather ponies were obviously storing up for the winter. "Okay then, we'll stay here for as long as you want," Orion said and he sat back down.

Orion and Fluttershy sat for hours, but to them it felt as though they sat for minutes. They watched as the workers froze each individual droplets of water. They watched as the workers welded together the crystals. They watched as the snowflakes were slowly pieced together. They watched as they were deposited into one of the large tanks. They watched as the process was started again. They sat and watched. The sun began to set and still they watched as the workers began to gather their things together to leave. They watched as they left and the two were left alone. The moon began to rise and they never said a word.

"How about we start heading back?" Orion asked as he stood up and gave his back a well earned stretch. "Come on, let's get going before it gets too late and we both get in trouble."

"Okay," Fluttershy agreed as she also stood and also gave her back a stretch. "I wonder if every one else is back."

"I'm sure they are already," Orion pointed out as he held open the door to let Fluttershy pass. "I bet they're all sitting around one of the beds talking and thinking about where we've gone."

Orion and Fluttershy walked. They didn't pay much attention to where they were going and eventually found themselves on a large bridge that neither could recognize. From the bridge, the two could feel the cooler night wind pass through their manes, over their coats, and through the feathers of their wings; they could feel it in all of what it was. It felt so much better than the oppressive heat of the day hours earlier. From the bridge, they could see the glimmering lights of Canterlot off in the distance and the little lights of ponies homes on the ground far below. They were bathed in the bright light of the large moon hanging overhead.

"You know something, Fluttershy?" Orion asked he looked at the stars above his head and the little lights below.

"What?"

"It's like we're floating in the stars."

"I'm not sure I understand."

"Well . . . there are the stars above us, the little lights on the ground, and the wind coursing its way . . . so if you wanna really think about it that way . . . it's sort of like we're in a sea of stars."

"Oh um . . . that sounds really really beautiful," Fluttershy said as a gust of wind knocked her long mane in front her eyes.

"I've always dreamed of flying with the stars," Orion said as he looked up to the stars above.

"Why?" Fluttershy asked, uneasy about the idea of flying so high.

"I'm not quite sure why," Orion honestly explained as he kicked his hooves against the floor of the bridge. "I'm really not too sure why . . . I think it's because I really like astronomy or something like that . . . But I really don't know why I wanna fly up with the stars."

"Hmm . . . well . . . I'm sure you'll think of something," Fluttershy quietly said and after a while she added, "Um . . . I thought we were supposed to head back to the rooms."

"Oh yeah. I forgot," Orion suddenly remembered as he looked away from the stars. "Oh yeah. Let's go."

Orion and Fluttershy left the large bridge and quickly made their way. They passed stores and shops that had already been closed for the night, their windows dark and a little foreboding. They passed houses that were still brightly lit. They could hear laughter and the sound of talking coming from within. They continued on and passed by a large fountain that Orion and Aurora had discovered one of the first few days they were out. It was a large fountain of a pegasus stallion and mare soaring into the sky. It was about fifteen feet or so tall and about eight feet wide and it easily dominated the little plaza where it was. Water poured from the tips of the wings of the stallion and mare into the shallow pool below and even from where they were, Orion and Fluttershy could easily see the glimmer of the many bits that had been tossed in. They continued on and passed by the sleeping quarters of the other groups until they reached the heavy doors of their own. Orion slowly opened them and was met with a dowsing of light and warmth.

The entire hall was alive with young colts and fillies. They were pleasantly talking about the things they had done that day. They talked about the thunderstorm that the weather ponies had created earlier. They talked about some of the new ponies they had met. They talked about whatever their mouths could sputter out. But it was the group of ponies in the far corner that Orion and Fluttershy walked to.

"Hi-ya," Orion said as he placed a hoof on Aurora's shoulder.

"Where have you two been all this time?" Rainbow Dash asked as she sat up in the bed. "We get here and you're no where to be found. Where were you?"

"Yeah," Aurora said, agreeing with Rainbow. "Where were you? We all got back and when you weren't here, we all went out and looked for you but you were no where to be found."

"You had us all worried," Dusk said brushing her mane from in front of her eyes. "We began to think that maybe the storm had knocked you off of Cloudsdale."

"No we weren't!" Rainbow Dash interjected. "I'm not quite sure what it was you were thinking of but it sure as hay wasn't what I was thinking."

"Then what were you thinking?" Aurora asked, turning back around to look at Rainbow Dash. "We were all together as a group. I saw you start to get worried."

"Oh no I wasn't," Rainbow insisted, sitting up higher in the bed. "I was just you know . . . going along with it. I knew they were safe all along."

"Uh-huh. Sure you were," Aurora sceptically said as Rainbow Dash buried her head in the pillows. He rolled his eyes and turned back around Orion and Fluttershy. "So where were you this whole time?"

"Just out and about," Orion said as he took a seat beside Aurora. Fluttershy sat down on the bed with Rainbow Dash.

"Really?"

"Really," Orion insisted. "We were just out walking around and talking."

"With it being as hot as it was today?"

"Well no. We went and cooled off in the snowflake factory . . . But enough of me and Fluttershy; what about you? How did your extra lessons go?"

Aurora scratched his mane. "They were fine. Nothing too special about it. When the ponies started building together that large storm, Longwing had me stop and we went and hung out in the backrooms of the stadium and waited for it to stop. Then when it got too hot to do anything else, Longwing had me stop and so then we returned back here."

"What about you Rainbow?" Orion asked. "Fluttershy told me that you got in trouble again."

"Oh yeah," she gruffly said, still obviously upset about being known to have been worried and scared. "I got in trouble and had to go do some disciplinary stuff."

"What did you have to do?"

"I had to go and clean an entire stadium all by myself. My wings still hurt."

"But aren't you the best flyer in all of Equestria?" Aurora asked, turning back again to Rainbow Dash. "Surely something like that is no big deal."

"Well it isn't normally," she admitted. "But it's not everyday that you've got weights dangling from you."

"Hmm well then," Orion said briefly.

"Yeah so . . . What did you and Fluttershy talk about?" Dusk asked, brushing aside her long white mane again.

"Oh nothing much," Orion answered. "We just talked about this and that and whatever else we could think of to talk about."

"Is that right?" Aurora asked, turning back yet again to Orion.

"Of course it is."

******

The moon was high in the sky as Orion lay restless in his bed. He had his window propped open to allow in the wind, but even the cool wind could not hope to quench his restlessness. He tossed and turned before finally opting to simply lie on his side and impatiently wait for sleep. Over Aurora's sleeping form, Orion could easily see Fluttershy asleep. Her head was propped up onto the pillow and her long pink mane rustled in the breeze from her window. He watched her sleep for what felt like hours and for some reason, Orion felt an uneasy twinge in his heart. As he watched her sleep, Orion couldn't help but smile and eventually, he too closed his eyes and drifted off to sleep.