Mare Do Well: As The Sky Falls

by ShadeJak

Rating: everyone
Tags: Comedy, Mare Do Well, Scootaloo, Adventure, Wonderbolts, My Little Pony: Friendship is Magic, Dark, Rainbow Dash, Other
Length: 26279

Taking on the mantle of Mare Do Well, Rainbow Dash attempts to be a hero again, but finds herself in more then she bargained for when griffons attack Cloudsdale!

Set after Wonderbolts Academy but before Magical Mystery Cure. Rainbow Dash still remembers the Mare Do Well incident that taught her an important lesson: Real heroes don't brag. However, her sense of loyalty compels her to be the hero for ponies in need again, and with a trip to Cloudsdale just around the corner for her, Rainbow sees an opportunity for a fresh start in heroics as the very symbol of heroism who had taught her grace and humility. She couldn't have picked a better time, however, as a new enemy arrives in Cloudsdale that will pose a threat bigger then she could have imagined!

Now featured on Canterlot's Finest!

Now has a sequel, Mare Do Well: The Series

Published 2013-04-13 12:10:02 UTC
Last updated 2013-04-17 20:54:08 UTC

Epiphany

“What are you hiding? Let’s see how mysterious you are without that mask!” She almost had her.

A whistle.

There she was again! How was that possible? Rainbow rushed after the masked vigilante… only to be beset again by her apparent teleportation. Finally having enough, she caught the mare before she could escape, she’d figure out who this thunder-stealing showmare was!

“Alright Miss Mysterious! Mystery… solved!”

What came next was a complete shock. Pinkie Pie was under the mask… then more Mare Do Wells appeared… Twilight… Applejack… Fluttershy?

They had worn the costume at different times, making it impossible for Rainbow to guess the superhero’s identity; and though Rarity had stayed out of it for the most part, she'd chipped in by designing the costumes. All this…

“Why all this? Don’t you want me to be a hero?” Rainbow protested.

“A real hero doesn’t brag.” Applejack said sternly.

A 'clunk' noise snapped Rainbow Dash out of the recurring daydream. Tank had accidentally hit her lamp. The Pegasus launched herself off her bed, catching it before it reached the floor. The tortoise looked at her with slight embarrassment but Rainbow just smirked and pat him on the head before putting the lamp back in place. “'Sup, Tank? I guess I spaced out there, just… thinking back on something. Kinda happened right around when I got you, actually.” She said. The tortoise blinked, hovering before her. “Ponyville was having a lot of accidents, you see; I was always saving ponies when they happened, but then all the thanks I got kinda got to my head. The girls tried to teach me a lesson by being some kinda costumed superhero. They showed me up everywhere. It hurt. A lot.”

The tortoise blinked again, descending onto the mare’s bed.

“But I guess they were right. Now that I think about it… when I was getting too into my own hype I put a lotta ponies in danger ‘cause I was too busy showing off.” She grimaced at the realization of how every second longer she spent boasting put that pony in the balloon closer to being a smudge on the ground. Her recklessness at the collapsing building gave her only enough time to save one worker when there were several others Pinkie Pie was left with having to save. Had she not been there… and then the dam.

The cyan mare curled up as it hit her. She had it under control at first… but she just had to show off. All of Ponyville could have been destroyed if Twilight hadn’t been there to fix it. Rainbow snorted in defeat and lay to her side.

“Who am I kidding? I stopped being a hero the moment I started deciding I was… but I still want to be that.” She rolled over and groaned. “And the moment I do that, what if I just fall back on old habits again? It’s been a problem my whole life! A little praise and adoring fans, and next thing I know I’m addicted to it? How am I supposed to help anypony on the spot if I’m worried it’ll mess me up again?” She ranted angrily. Tank ambled over to her side, nudging her gently.

“Grace and humility… just like Mare Do Well.”

Rainbow’s eyes widened as an idea formed. “Wait a minute!” She sat straight up, startling Tank and causing him to duck into his shell. “If I do what they did, I can still help ponies, and they won’t even know it’s me! Outside of me and the girls, nopony knew who Mare Do Well was.” The one who’d dropped the flower pot thought the others were just fans dressing up as her, and the town just assumed Mare Do Well disappeared and all but forgot about the costumed hero. Yeah, she was always proud of her accomplishments but she never had an ego problem when it came to having taken part in defeating Nightmare Moon, Discord, the changelings, or Sombra, but that was because she did it alongside her friends. This was different; the elements weren’t exactly going to be called upon or all in the same place if a building caught fire or a wild monster decided to go on a rampage one afternoon. Last time she did stuff alone, it came with more adoration then she could handle. A wide smile spread on the pegasus’s face as the wheels in her head turned. “I get the costume, I can still be a hero, without anypony knowing its me! Fly in, do the job, leave the scene, like Mare Do Well does…” Then realization came down like a ton of bricks.

“Right… small town like this, and the girls’ll figure out it’s me in an instant and do something.” She fumed. Ponyville was kind of a small community anyway. Even if her friends did stay quiet about it, it wouldn’t take long at all for them to figure out which pegasus is fast, athletic, and not to mention awesome enough to be under the mask. Then another thought entered her mind...

“Wait!” She turned her tortoise to face her. “That trip to Cloudsdale I got this weekend, I’ll be gone like all week visiting dad and seeing the Wonderbolt show! That’s a whole week to do this somewhere else!” Sure Rainbow had gotten some fame for her talent and dedication back in her home city in the sky, but given the place was populated entirely by residing pegasi and pegasi visiting from towns and cities all around the chances of her being figured out was a lot less likely! What better chance could she ask for to get a little practice? If anypony could pull this off, it was Rainbow Dash! All she needed to do now was…

“Right… I gotta get ahold of the costume…” She muttered. She knew Rarity had kept them all, locked in some closet she kept ‘old projects’ in at her boutique. The athlete’s face fell a little realizing what she’d have to do; enter the place willingly, and figure out a way to get to the costume without outright asking and insuring her friend would be none the wiser, at least until she left town for the week. An idea came to her; not one Rainbow liked but she had no other options. “Discord wasn’t nearly this scary…”

Preparations

“Rainbow Dash? What in the world brings you here?” Rarity asked, finally finding the words to ask. Rainbow had never really came by without the others present, and given the athlete usually acting rather afraid of the place or anything feminine, the idea of her visiting the Carousel Boutique alone had seemed slim to none. Not that she minded the visit, but it was odd none the less.

“Ehh, didn’t have anything else going on, so I decided to drop by” The cyan pegasus said. Rarity just raised an eyebrow.

“Aren’t you usually asleep on one of those clouds when you have nothing else to do?” She inquired, suspicious. Rainbow Dash found herself trying to think of something else.

“Well yeah, but I was feeling way restless, like couldn’t get comfortable or anything, and this is clouds we’re talking about here!” Rainbow answered. “Pinkie’s got a huge order in the bakery, Applejack’s busy covering Big Mac’s harvesting since he’s got Pony Pox, Twi’s studying and you know how she gets when you disturb her then, and Fluttershy’s off relocating frogs, soooo yeah, kinda low on alternatives here, Rarity.”

“…So I was your last choice?”

Rainbow blushed heavily. Either she’d get caught making excuses to be there or concede to the claim she’d rather be anywhere BUT there.

“Okay, look, you know this frilly stuff isn’t my thing, but I’m just way bored and got time to kill before I pack for my trip to Cloudsdale.” Rainbow said, cautiously looking at Opal, who hissed at her but otherwise remained where she sat, Rarity paid it no notice, either too distracted or simply having become accustomed enough to ignore it. “Sorry, totally didn’t mean it like I don’t like hanging with you, any way I can make up for lost time?” She asked. Rainbow had a feeling where things would go, but she liked her reputation enough to leave Rarity to offer what she had in mind that, if she worked this right, she could ‘borrow’ the costume and sneak it out without any problems.

A wide grin formed on the unicorn’s face. “Well, I do have a few orders and plans I was going to pitch to Hoity Toity next time he comes by, and if the other girls are busy, I guess that leaves you as my only available model, darling!” She said. This had in fact been what the pegasus had in mind, but the mischievous gleam in Rarity’s eyes still sent a chill down her back. Rarity was certain to exploit the everloving Tartarus out of having somepony who normally shunned anything feminine as a dress-up doll.

“You sure about this, dear, you look positively pale.” Rarity said, trying her hardest not to hide amusement in her voice. “I mean, you could quit while you’re ahead…” She said, looking to the side wistfully. As expected, the pegasus athlete promptly took exception to her words.

“What? No way! I’m no quitter, I’m not scared to try on a few girly dresses!” Rainbow answered abruptly, then mentally wanted to slap herself for falling into that trap. Now was too late for any alternatives.

“Well then, if you’d be so kind, darling, follow me to the back and we can get started!” Rarity said, trotting to the back, her magic causing several necessary tools to follow. “Don’t worry, I won’t make you model where everypony can see you. I’m not THAT cruel.” She said with a smirk as Rainbow took to her wings and fluttered behind her in silent compliance.

About two hours later, Rainbow Dash stood on a platform in an elaborate blue dress that had made the one Rarity wore to the last Gala look simple in comparison. Her mane had been straightened out and a desperate attempt at a completely indifferent look was present on her face. She’d not seen herself in the mirror, as she doubted she’d live with something like that in her memory. “Rarity, this dress is a little… poofy isn’t it?” She asked.

“Hm, maybe you’re right, dear, or then again, maybe not! I still think it needs a bow on the back!” Rarity answered, causing Rainbow to flinch. “Just kidding. But there is something I just know is missing from this!” She said, eyeing the dress and its now-nervous occupant. “Let’s try another broach.” She finally said, looking at the nearby table and levitating a gemmed broach over and fastening it to Rainbow’s neck. The pegasus only gulped in response, causing the unicorn to smirk in amusement.

“Really, Rainbow, you clean up nicely. You should do it more often.” She said.

“I’ll keep that in mind...” Rainbow answered flatly.

“Now where did I put that silken sash…” Rarity mused, searching. At that moment Rainbow spotted a sash roll near her hoof and saw her opportunity, taking her hoof she tucked it under the many skirts of the dress she wore while the seamstress' back was turned.

“Dunno… maybe in one of the other rooms?” Rainbow asked with a grin.

“Well, I suppose it doesn’t hurt to look. Just stay right there!” With that, Rarity galloped out the door and headed off to search.

Yes! Rainbow thought to herself. Taking the sash back out and placing it on one of the tables, Rainbow flew over to the closet and flung it open, riffling through the many past projects that filled it.

“No. No. No. No…” Rainbow muttered, moving one thing after another. “No. Whoa, way to go Rarity…” She remarked as she pushed aside a rather form-fitting black dress. “No. No. YES!” She finally found the Mare Do Well costumes, removing the hats, she found one with a horn sleeve, moved the cape finding two without wings, then finally the one she wanted. Quickly removing it and tucking it under the skirts she had on, Rainbow hurriedly moved all the other things back into place and flew back to the platform she was on. About five agonizing minutes of standing around later, Rarity returned.

“Dreadfully sorry to keep you waiting Rainbow. I know how much you hate waiting but I had to—“ She noticed the silk roll hanging where Rainbow Dash had left it. “Oh my… allow me to apologize again.” She said, levitating the sash and returning to work.

About ten minutes later, Rainbow let out a sigh of relief when Rarity had finished.

“Well, I think that’s all I can do for this, I can’t thank you enough, Rainbow.”

“Uh, yeah… sure… no problem. Hey, look, I really need to get going now. Gotta pack and stuff!” Rainbow answered, her hooves tapping impatiently.

“Well at least let me help you get out of all that.” Rarity offered, doubting Rainbow would want to be seen in such a thing.

“Don’t worry about it, I’ll just buy it and fly back home before anypony sees me!” Rainbow answered, trotting over to her saddlebag and yanking out a bag of bits. “That should cover it.” She said as the confused unicorn opened the bag and looked back at the pegasus.

“Darling, this is nearly twice as much as I’d charge you…” She answered.

“No sweat, call it a tip! I can be generous too, sometimes!” Rainbow said with a laugh, spreading out her wings and flying off at high speed before she could get an answer.

As Rainbow Dash flew off into the distance, Rarity shook her head and glanced back at Opal. “I think we may need to make an appointment with Twilight. It would seem Rainbow Dash has possibly lost her mind…” She mused, but then perked up again. “Well, silver lining, extra bits and enough designs to fill Hoity’s order!”

~

Back in the sanctity of her home, Rainbow Dash took several breaths and just stared in horror at her reflection. “I gotta change out of this. Like. NOW.” She said, removing the overly fancy dress as quickly as she could and after a brief struggle finally got it off and mussed her mane back to its usual wild style.

“The things I gotta do to become a superhero, Tank.” The pegasus said, snorting. “Speaking of!” She picked up the Mare Do Well costume and showed it to the tortoise. “So, shall I try it on?” She asked with a grin. Tank responded with a slow nod and watched his owner lay the costume out on her bed and set to work.

Standing in front of her mirror, Rainbow Dash smirked at her reflection and the sobering image dulled away the previous one where she’d been dolled up beyond belief. “Just one thing left…” Rainbow slid the mask and hat on, and with a quick straightening them out, the transformation was complete. The pegasus grinned beneath the mask and took a few poses.

“Tank, I feel, like, at least seventy percent more awesome now.” She said, her tone a little more giddy then she meant. Ironic, she thought, some time ago, she’d been wanting to get her hooves on Mare Do Well and put her in her place for showing her up, now she was wearing the costume and planning to pick up where the hero left off. Life sure took some weird turns sometimes.

After a few more poses, Rainbow noticed her empty suitcase and backpack. “Aw, Tartarus… forgot to pack.” With Cloudsdale drifting over Manehattan this time of year, she had a pretty long trip ahead of her tomorrow…

Heroics

“Manehattan Station! Anypony getting off, we’ll be pulling up in five minutes, so grab your things now!” The conductor announced through the speakers and jerking Rainbow Dash out of her lengthy slumber. After having spent all night packing, unpacking, ruling out things she doubted she needed, and repacking, then topping it off with dropping Tank off to be pet-sat by Fluttershy, Rainbow Dash had gotten little sleep and the long trip to Manehattan was more a blessing then a bore for her as a result.

“Why was I fighting a giant transforming robot…” Rainbow muttered groggily to herself after the rather odd dream she’d had as she rubbed her eyes with her hoof and yawned, flinging her saddlebags over herself and picking up her suitcase in her teeth.

When the train came to a stop and the doors opened, Rainbow filed out with the other ponies and looked about the massive city surrounding her. It was way different from Ponyville; far larger and more upscale, towering buildings and ponies of all kinds out and about walking the busy streets. Cursing all her luggage keeping her from being able to fly above the buildings and get a better view, the cyan pegasus walked over to an open bookshop run by a young unicorn stallion with a gray coat and a messy brown mane.

“Can I help you, miss?” The unicorn asked, his eyes more focused on what Rainbow determined was a Catacombs & Chimeras book but still giving her enough notice to assure her he was not indifferent to her presence.

“Yeah, I need to find the Mareiott Plaza. Heard it’s around here?” Rainbow Dash asked, having put her suitcase down so she could speak. The unicorn closed the book and levitated a brochure from his shop to her. “No problem. Just three blocks left of here. My left. Not yours. Can’t miss it, it’s got a big red sign on it.” He said, gesturing to his left with his hoof.

“Awesome! Thanks!” Rainbow replied, picking up her suitcase again and trotting off in the intended direction. “Tourists.” The unicorn muttered, reopening his book and resuming where he’d left off.

Reaching her destination, Rainbow Dash quickly paid for her room and moments later, was kicking back on her bed. Having secured a top-floor room had improved her mood all the more, feeling more at home in a high place. When tomorrow rolled around, she’d be on sky carriage to Cloudsdale and back in more familiar territory again. “Well, nothing else to do but chillax till tomorrow!” The pegasus declared, returning her attention to the latest Daring Do she’d brought along for the trip and within a half hour, she felt her eyelids grow weary and sleep once again overtook her.

The sound of a siren stirred Rainbow Dash from her sleep a few hours later, causing her to jerk out of bed and flutter above the floor for a second. “Whoa, what’s going on out there…?” The pegasus hovered over to the windows and looked outside “Oh no…” Her eyes widened at the sight before her. The entire top four floors of a building a few blocks down were on fire. Ponies were down below with hoses attempting to put it out but making little progress. That high up, somepony might have still been stuck inside and who knew if they’d make it to them in time. Fluttering back and forth, Rainbow looked over at her suitcase. “Well. Now or never…”

~

“Get more hoses! Where are the pegasi?” A unicorn firefighter called out.

“We sent a messenger to Cloudsdale, they’re gonna bring a rain cloud to try and put this fire out faster!” Another answered.

“We can’t wait, we got somepony insisting her daughter’s still up the top floor but the flames got worse before we could get there.” The first unicorn protested.

Guess it’s up to me now. Rainbow thought to herself as she hid in a nearby alley, now donning the Mare Do Well costume and listening to the conversation. Wings spread; she flew straight up and directly at a window. Time to be awesome or die trying!

“Who…?” One firefighter asked, noticing the costumed figure fly right into a window. “…was that?”

“What’s that pegasus thinking?!” An onlooker wondered.

Inside the burning building, Rainbow looked around frantically. A chunk of burning debris fell from the ceiling in her path and she leapt over it. “Hey! Anypony in here? I’m here to help!” She called out. The costumed pegasus listened carefully and heard a faint whimper.

“Where are you? Say something and I’ll be right there!” Rainbow called, attempting an assuring tone despite the situation as she ducked down to avoid the smoke. This stunk, it’d be hard to fly with all the smoke, but a telltale creak in the floor only hastened the sense of urgency.

“In here! R-room 903!” A filly’s voice cried out. Rainbow nodded to herself and looked at the doors, treading carefully. Up ahead, she spotted the door and picked up her pace, right before she reached the door, though, the floor gave way, and she fell through.

“Whoa!” Rainbow grabbed the edge of the hole with her hooves as she flapped her wings, pulling herself back up and giving a brief glance at the inferno down below. “Oh Celestia get me through this…” Rainbow muttered, sweating under the mask. Climbing out of the hole, she rushed up to the door, spun, and bucked it open. “I’m in! Just keep low and talk to me. I’m gonna get you out, I promise!” She called out. The filly’s whimper was heard, and Rainbow attempted to track down the sounds, leading her to a burning bathroom door. Bucking it open, Rainbow rushed in. The ceiling was beginning to form a blanket of smoke, and she heard a soft whimper behind the bathtub curtain. Turning the curtain aside, Rainbow looked down at a cowering mint-colored unicorn filly under a small towel and let out a sigh of relief. Being a pegasus Rainbow Dash had a better resilience to temperature changes then other pony species but this heat was becoming too much, she was already beginning to have trouble breathing with the heat taking out all the oxygen. “It’s okay. I’m here.” She said in a soft voice and reaching her hoof out, but the filly balled up tighter. “Come on, I promise I’ll keep you safe. You’re gonna be okay.” Rainbow managed a smile, though she doubted it’d be visible with the mask on. “Just get on my back and hold on tight. Stay under my cape. I’m gonna get us outta here.” After a moment, the filly nodded and got up, Rainbow crouched and allowed the small unicorn to climb on and brushed back her cape to cover her. With a quick leap, Rainbow Dash returned to the living room. Flames were building up all around, and unfortunately the living room was without a window to escape from. “Kid, are there any windows in your apartment?” She asked.

“Mom and Dad’s room. That way.” The filly gestured her hoof leftward.

“Gotcha. Now kid, whatever you do, don’t let go!” Rainbow replied. With that, she galloped into the master bedroom, it was in even worse shape then the living room, and seconds after she arrived, the bed collapsed through the floor and into the flames below. “Aw, Tartarus…” Rainbow grumbled. Moving carefully to the wall, she and her passenger reached the window. Giving a quick turn, she bucked the window, shattering it. “Now hold on tight.” She ordered, and spread her wings, took a stance, and flew to freedom.

“Hey! Look!” A firefighter gestured upward, spotting the costumed pegasus emerge from an otherwise inaccessible window and descend to the streets. She was rather strangely dressed, in a purple costume of some sort with a cape, mask, and hat.

“What’s wrong with you?!” Another firefighter protested, rushing up to the would-be hero. “Seriously, that was dangerous, what were—“ He was cut off when the pegasus’ wing raised up her cape, revealing the unicorn filly underneath.

“It’s okay, you can climb off now.” Rainbow said softly. The filly stopped trembling and slowly climbed off, then hugged Rainbow’s leg.

“Thanks so much!” The filly said, tearing up, earning a light blush from Rainbow.

“Let’s get you to your mom, okay?” The firefighter offered, leading the filly away, then looked back at the pegasus. “Thanks, by the way. That was either the bravest or craziest stunt I’ve ever seen, but still… thanks.” He said with a genuine smile.

“Hey… it’s what I’m here for.” Rainbow answered sheepishly, spreading her wings again and preparing to take flight once more.

“Wait, what’s your name?” The filly asked. Rainbow paused and playfully nudged the filly.

“Just call me Mare Do Well.” She answered, then took a few steps back and took to the air, flying off into the night sky. As she looked back one last time, she saw several pegasi flying in with a large raincloud, kicking it into action so it could douse the building.

Returning to her room, Rainbow flopped down on her bed, exhausted. “What a night…” She muttered, rolling on her back and flinging off the hat and mask and just stared at the ceiling for a few seconds. Finally, a wide grin came to the cyan mare’s face. “THAT. WAS. AWESOME.” She declared. If she’d had the strength left she’d have jumped into the air with a cheer. Not bad at all for her first heroics in this costume, but the thing that really stuck to her mind had been the look on the filly’s face when she’d thanked her, and knowing the young unicorn would live to see another day. It had made putting her own life on the line completely worth it in the end. Maybe this, she thought, was what being a hero really was. After a few minutes, the pegasus got up and got herself some water; after her time in the fire she was thirsty beyond belief. Passing by the mirror she noticed she still hadn’t changed out of the costume, and her reflection earned her a smile of satisfaction. “You survived a burning building and saved a filly’s life, Dash. Count yourself at least thirty percent cooler then ever. Brings the total to one-hundred!” She stated, doing a quick pose and returning to her bed to change.

~

“Costumed Hero Saves Child: Mysterious Mare Do Well In Manhattan covered by Story Scoop!” The report read, its writer detailing interviews with the fire department and the rescued filly, who told of having been trapped in the building. Her mother reported of how she’d been brought out of the building before she could get to her child, and how the flames had gotten worse, preventing the firefighters from getting to her. The filly said how an “amazing and totally awesome” pegasus in a “really cool costume” showed up and saved her life. What followed was reports of how Cloudsdale had sent pegasi down with a raincloud and were able to help extinguish the fire after, and thanking the mysterious hero, “whoever, wherever she may be”.

Rainbow Dash, seated in the sky carriage heading further and further up into the clouds, chuckled to herself proudly as she finished reading the article and peered out the window, grinning as her childhood home in the distance drew ever closer.

~

“Captain! We got a big problem!” An earth pony crewman cried out, galloping over to the unicorn captain of the supply ship en route to Manehattan.

“What’s wrong?” The captain asked. Before his crewman could answer, however, the pony was grabbed by the back and flung past the captain, into the wall. The earth pony fell to the floor and from behind where he'd once stood were several griffons, the one in the middle was a larger male who wore a tattered bomber jacket.

“I’d say a lot…” a new voice announced, and from behind the large griffon emerged a more sleek one in a black full bodysuit with silver chest armor and claw gauntlets. His face was completely concealed under a beaked metal mask that completely hid his features other then his intense, golden eyes. His voice was a low, raspy tone that seemed to reverberate from some device concealed in the mask. “Well done, Leo.” The costumed griffon said with a cruel laugh.

“So what now, Razorbeak?” The larger griffon, Leo, asked. The leader’s eyes turned towards him for a moment through the mask. “Well, Leo, after we take this ship, with the Wonderbolt show not far off, we can move on to phase two… disposing of this trash.” With that, the costumed griffon pointed at the captain, who just stood his ground and closed his eyes in quiet acceptance as the other griffons lunged upon him.

Arrival

“Finally!” Rainbow Dash shouted proudly as the sky carriage dropped gently on the cloud docks of the floating city of pegasi, Cloudsdale. The place was every bit as beautiful as it had been when she’d left it, though there were several pegasi flying back and forth preparing for the big Wonderbolt show everypony there was looking forward to. Suitcase and saddlebags ready, Rainbow trotted along the clouds, passing familiar sights, from the Skyhigh Department Plaza, a place she’d loved to visit since fillyhood, the weather factory in the distance, the Stargazer Hotel, and the big arena in the center where the show would eventually take place. After a few minutes, Rainbow came up to a decent and infinitely more memorable cloud home. Trotting up to the door, Rainbow gave it a few taps.

The door opened, and an older pegasus stallion with a familiar rainbow pattern mane and tail, but with a darker blue coat answered. “Dashie! You made it!”

“Dad!” Rainbow dropped her suitcase and hugged her dad on the spot. “How’ve ya been? How’s Cloudsdale been without its most awesome flier ever?” She asked eagerly.

“Oh, it gets along just fine, even with as big a loss as that. But your old colt Rainbow Blitz still gets the occasional question of when his daughter’s gonna come by again.” The stallion answered with a laugh. “How’s Ponyville and the academy?” He asked, picking up Rainbow Dash’s suitcase and gesturing his head for her to come inside

“Doing great as ever, they know who the best weatherpony is.” She said with a hoofwave. “I totally blew away the competition at Wonderbolt Academy, originally I was wingpony to this one pegasus, but seriously, she turned out to be a jerk like Gilda did, almost got everypony hurt. Spitfire was impressed with how I helped fix things and appointed me as a team leader.” Rainbow explained, her father simply nodded in approval due to the suitcase handle in his teeth.

After setting down the suitcase, Blitz smirked and gave his daughter a hug. “That’s great, Dashie. Brave, confident, loyal, fastest flier. You take after your mom a lot.” He said, glancing over at a photo of a pink pegasus with a purple mane and a cutie mark featuring a pair of blue lightning bolts. Rainbow smiled a little at the photo, she’d passed away when Rainbow was just entering fillyhood, and the young pegasus swore she would be a Wonderbolt one day just like her.

“Wish I coulda seen her in her prime.” Rainbow said. “She really left it all behind to settle down, huh?” She asked.

“Well, when a tornado the size that one was is on the loose, what are the chances that Cloudsdale’s main weather captain and a wonderbolt would have to team up to get it under control… and wind up hanging out over coffee later?” Blitz asked. “She loved being a wonderbolt, but she loved being your mom way more.”

Rainbow blushed a little. Losing her mom had hurt a lot, but she knew she wouldn’t want them spending their lives grieving over it. After a moment of silence, Blitz spoke up again. “So, how was Manehattan? I heard about a fire down there, the messenger was in a panic, I was worried we wouldn’t get down there in time. Then I saw the paper.” He said, sliding it over to his daughter from the table.

“Oh yeah, heard about that! Somepony in a superhero outfit came in and saved a filly trapped in the top floor! How awesome was that?” Rainbow asked.

“For a moment, I was worried you’d be jealous.” Blitz said jokingly.

“Of Mare Do Well? Nahhh, a life was saved, that’s what matters.” Rainbow shifted a little, remembering the costume was in one of her saddlebags and she’d have to get it into the safety of her room as soon as possible.

“True, well anyway, wish I could stick around longer but I need to get to work, they’ve got a new heap of storm clouds being prepared in the factory that I need to supervise. Let’s at least get this stuff to your old bedroom, huh?” Blitz said, mussing Rainbow’s mane and flying up to the next floor, and dropping Rainbow’s suitcase on her fillyhood bed. “There’s plenty of food if you get hungry, and I’ll be back later tonight.”

“Thanks, dad!” Rainbow answered, giving him a hug. “Be safe and show those clouds who the best weather manager is!” She said, hoofbumping and giving a wave as her dad spread his wings and flew out the window, heading in the direction of the factory. As soon as he was gone, Rainbow unpacked her things, taking extra special care putting the Mare Do Well costume under her bed where she doubted he’d find it. Nothing left to do till dinner…

~

“Come on, Daring, hurry up! This guy’s really bad news!” Rainbow shouted anxiously at the book open before her as she turned the page. "”Yes, I’m sure you’ll scream…” Troht sneered, the heated firepoker levitated right next to him and drawing ever-closer to the frightened earth pony mare…” Rainbow narrated aloud, using an evil and accented voice for the sadistic Iron Hoof agent, and continuing on with her eyes wide in worry. “Suddenly, the door burst open and Daring Do flew in, knocking one of the Iron Hooves to the ground and—“

A siren could be heard outside, the pegasus looked out the window, worried. “What now?” She wondered, trotting over. Somehow reading always seemed to have two effects; passing time faster then she expected, and getting all of Equestria to do everything in its power to interrupt her at the most intense moments.

“The factory! The factory! Hurry!” Pegasi were shouting as they flew past her window.

“What’s going on?” Rainbow called out, now genuinely frightened and knowing her dad might still be there.

“A group of griffons are holding the place hostage!” A red pegasus mare with a spoon and fork cutie mark answered, pausing for a moment. “They got a bunch of the staff there!” Immediately after, she flew away.

Rainbow ran in place for a moment, anxiety overcoming her. The Wonderbolts were still in Canterlot, they’d never make it in time! She took a few slow breaths, trying to calm down, then glanced up at the moon. “My dad’s there! I gotta do something, okay? Don’t judge me!” She said, unsure if the alicorn princess of the night heard her or not. Turning to her bed, Rainbow Dash crawled under and pulled the costume out, pondering how it seemed destiny wasn’t so much calling as it was screaming in her ear with a megaphone. “Just hold on tight, Dad. You’re tough, you can handle yourself till I get there…” She whispered, trying to fight off the worry.

~

“I really am impressed how easy it was to break into this place.” Leo mused with a laugh, pacing back and forth in front of the captive staff. “Seriously I don’t get the wait, we could do this all right here, right now…” He grumbled and looked up at two of the griffons who’d accompanied him who were currently airborne. “How’s things with the sky guard?” He asked.

“Don’t worry, boss. They aren’t gonna make a move. They know how many storm clouds this place has been storing for the spring season…” one answered with a laugh.

“Well go and station yourselves in the front and back. Make sure nopony sneaks in.”

“Got it.” The two flew off in separate directions while Leo paced around the captive staff. “So, I understand you’re the big cheese of this place’s weather management… Rainbow Blitz…” He read, tapping the name tag on the pegasus’ labcoat.

“What’s it to you?” Blitz asked, glaring at the griffon, who just rolled his eyes.

“Alright, really? Why is it hostages are never scared anymore? I mean, come on! I’m a griffon, I’m a terrorist, I made some pretty major threats when I got here, why the defiance? Maybe if I kill one of you, will that bring back the old traditions?” Leo asked angrily, raising his claws at Blitz’s neck and drawing back.

Before he could move, though, he heard a thud and turned. “Skyler… what happened?” He called out, but got no response. Suddenly the lights flickered, he heard faint sounds moving about the room on the catwalks. Suddenly the squawk of another griffon being hit hard followed by another thud was heard. Leo growled angrily, looking about the room. “Alright, whoever you are, come on out before I have to stain my favorite coat with pegasus blood!” The griffon shouted.

He was answered with an unconscious griffon flung his way. The griffon boss weaved out of the way and gazed up in the direction his unconscious teammate came from, spotting a pony in a purple costume of some kind step out of the shadows.

“Leave. NOW.” The pony said in a low, raspy tone, but Leo just laughed.

“Mare Do Well… had a feeling you’d be in the area, read about your little show in the paper today!” The brutish griffon taunted. “Come on down and we can be properly introduced!”

Rainbow Dash grimaced. Getting to the griffons was easy enough, having learned the ins and outs of the factory thanks to Take-Your-Daughter-To-Work Day back in fillyhood, but this guy was gonna be tough, that was certain. In addition to having the most industrialized kingdom in the land due to lack of magic, the griffons were stronger then ponies for the most part, given they were two predators in one. Leaping down, Rainbow Dash took a stance, glaring at the griffon through the mask.

“Bring it.” The costumed pegasus stated, wings flared. The griffon boss sneered and charged at her. Rainbow jumped out of the way, allowing him to go right past her. The griffon righted himself, thrusting his claws out and rebounding off the wall, the factory having that glaring difference of more solid surfaces courtesy of magically-enchanted metals made it easier to work and contain its weather; and Rainbow intended to make the most advantage she could out of it. The pegasus sprung into action, attempting to keep the fight away from the factory staff and weatherponies who’d been captured. The griffon flew straight up and swooped down at her at high speed, and Rainbow, timing it right, leaped over him and ran across his face and back before taking to the air, rebounding off a wall and using her momentum to propel herself at him, hooves out. The griffon, still somewhat dazed from being walked upon, raised his claws up to catch her, but the impact still sent them both flying backwards, and Leo felt himself crash into the neighboring wall and slid down to the floor. Growling, he scrambled back up but was immediately knocked down again by the costumed mare who began hitting him multiple times in the chest with her hooves.

“Did you REALLY think I was gonna just let you get up first?” She asked, the griffon grunted and coughed from the multiple blows and finally found that needed burst of adrenaline to power through them and catch the next blow with his claw, and was struck in the face by Mare Do Well's hoof before he shoved her off of him. Smarting from the blows he’d gotten and upon touching his face noticed his beak had been chipped as well. He’d really underestimated this pony, a mistake he wouldn’t make again once he’d recovered, A tactical retreat was an order and he noticed his bruised up goons starting to wake up again, though they’d be unlikely to do much good now.

“Retreat! Now!” he ordered, making a quick jump to the controls and pulling one of the levers, and in seconds the room began to fill with a thick cloud of mist.

Mare Do Well looked around frantically for the griffons, hearing several grunts, bumps, and their boss thinking aloud in hindsight that a foggy room is actually rather hard to find the way out of. Rushing towards the source of the noise, the costumed pegasus sprinted towards the doors, but upon reaching the next hall saw the griffons escape through a window near the end of it.

Sighing a little, Rainbow shook her head, she had beaten them, but those thugs who’d hurt her dad escaping still made it not really feel like a complete win. Her eyes widened under the mask at the sudden realization of her dad’s safety. Galloping back into the room, she slowed down to a trot and approached Blitz and the others as they finished clearing up the mists.

“You all okay?” She asked in a low rasp, not wanting her dad to recognize her.

“We’re fine, thanks a lot…” Blitz answered. “You were really something else back there.”

“Don’t worry about it.” The costumed pegasus replied. “I’m just glad you’re alright.” She shifted a little, glad she was wearing a mask or her dad probably would have caught on to something. “Well, if you all can take it from here, I think my work’s done.” With that, she flared out her wings and flew off, departing from the factory as fast as she could.

Wow, she’s fast.” Blitz mused, then returned his attention to the weather controls. “Well, at least it looks like they didn’t do much.” He remarked, and looked over at the other weatherponies. “Jetstream, go outside and give the okay, the rest of us, let’s get this cleaned up.”

Moments later, Rainbow Dash waited eagerly outside the factory behind the perimeter, having gone home to change and make a quick return. “Come on, dad…” She muttered, keeping an act up.

“Calm down, Rainbow Dash, your dad’s fine now, he’s just finishing up on weather storage inspection. He’ll be out shortly.” A sky guard assured her. Before Rainbow could answer, her dad emerged from the factory with other staff. “Dad!” Rainbow instantly flew over and wrapped her forelegs around him in a big hug. “You’re safe, I know you’re tough and all but I was so worried when I heard!”

“I’m fine, Dashie. I’m just glad you didn’t get caught up in it.” Blitz answered, returning the hug.

Rainbow tried her hardest not to blush at the irony of the statement, and finally let go. “Dad, I helped stop the god of chaos once! I’m sure it’s something I coulda handled.” She said.

“You’re my daughter, Dashie, I’ll always be concerned about you.” Her dad replied. “Still, it was pretty amazing, that superhero pony who was in Manehattan saved me and the others, she took on the griffons and sent them packing! Quite a pony, that Mare Do Well, and a good thing she got there before they could do any real damage.”

“Sounds like she’s pretty awesome.” Rainbow said with a laugh. “Maybe I should be jealous!”

~

That night, Rainbow Dash paced about in her room, in between the excitement of success and the Wonderbolt show around the corner and the frustration that the griffons had escaped. Had she just gotten another hit in, that griffon brute and his pals would have been on the first carriage to the Canterlot courthouse. Maybe there was something she missed, some sign of them if they were still in Cloudsdale…

Rainbow glanced over at the darkness under her bed, where the costume was hidden. She could feel it, almost like it was calling to her. “Ugh… I must be crazy…” Her dad was asleep, so it wasn’t like he’d know, and she was still a little restless.

In a matter of moments, Mare Do Well snuck out the window of her bedroom and flew out into the city.

~

Down below, the griffons slipped about the alleys of Manehattan, Leo grunted a little, still recovering from the abuse he’d gotten at Mare Do Well’s hooves, but pressed on until he reached a dimly-lit warehouse. Knocking on the door in four successive beats, the door opened, and he lead his companions in.

Within were many more griffons, hard at work. Several powders and chemicals being processed, and several covered boxes stood in a corner. Leo steadied his breath and flew up to the lone, costumed griffon on the catwalks, landing before him and nodding his head.

“Razorbeak, our attack… failed. Me and the others got beat up by that Mare Do Well pony!” He said, a nervous twitch on his face.

Razorbeak turned, narrowing his eyes at him. “Did you get a layout of the factory? Its ins and outs? Details on the weather storage?” He asked.

“Well, yes, but still—“

“Then that’s all I needed.”

Leo raised his head, confused. “E-excuse me, boss?” He asked.

“I suspected Mare Do Well would be here. Pegasus. Wonderbolt show in Cloudsdale. Pegasi from all over Equestria there to see it? What are the odds?” Razorbeak asked, smacking the larger griffon. “We can infiltrate the factory again, when the time is right.” He explained, passing Leo, who rubbed his cheek but seemed relieved he’d not been killed for his apparent failure. “This isn’t just about bringing down Cloudsdale, if we’re gonna get our message across, the break the hopes and dreams of these ponies, we have to perform it at the right time!” The griffon chuckled to himself. “And destroying Mare Do Well in front of them, in the middle of a grand show, is just the way and time to do it.”

“Well, easier said then done. She’s pretty tough and she’s way fast! She pulled this one move on me where I dive-bombed her and she just galloped right over my head, bounced off the wall, slammed into me before I even hit the ground, and beat me senseless!” Leo pointed out, indicating his damaged beak.

Razorbeak paused. “Did she now? …Interesting trick.” The griffon answered. “It’s a Wonderbolt tactic, using speed and momentum in a fight. But they’re still in Canterlot, not due in Cloudsdale till tomorrow night. There’s no way a bunch of Equestria's biggest celebrities would have left early without notice.” He mused.

Leo cocked his head. “Soooo, what then?” He asked.

“Go for another round with Mare Do Well tomorrow, we’ll set a decoy to lure her out and I’ll have some extra eyes so we can see if there’s any other clues to who’s under the mask. I want to be sure…” Razorbeak said; his tone stern. “…before she’s unmasked. It'll make the payoff that much more worth it for us.”

Idols

“So tell me, Leo, what do we know so far about Mare Do Well?” Razorbeak asked, though his tone suggested rhetoric.

“Uh, really fast, really tough, and beat me and the others up?” Leo could have swore his boss rolled his eyes at that.

“She’s a pegasus, for one thing. She’s likely a young mare, clearly studied Wonderbolt tactics, and obviously talented enough to be accepted into their academy. She has experience, so she’s been following them for awhile, but not being one yet, she’s joined the academy not too long ago. I’ll need the names of every mare who is currently enrolled, and I already got it covered on how we’ll get them,” Razorbeak answered, glancing over at some boxes which Leo cringed at when he heard a chittering sound from within one.

~

“Gotta love a good, detailed press report!” Rainbow Dash said to herself as she read the column on Mare Do Well’s rescue the previous night. Last night’s patrol had brought up no sign of the griffons she’d fought. Though it was possible they retreated to Manehattan, she’d never find them then. On the bright side, the paper had brought up more news that improved her spirits, that the Wonderbolts would be arriving that night, and staying at the Stargazer, the best hotel in Cloudsdale. Let those griffon punks just try something with them around! She thought with a smirk.

Having decided she’d been cooped up in the house and wanting to enjoy the day, Rainbow Dash returned to her room and packed some bits and, should the need arise, the Mare Do Well costume in her saddlebags, and took to the skies, heading to the Skyhigh Department Plaza.

The department store was massive and its floors circled around a large opening in the clouds in its center, which a rainbow flowed through, with a food court and many stores that could suit many a pegasus’ needs. Unfortunately it was more crowded then ever with visitors which made it harder to fly around inside as much and Rainbow found herself content to just hang out in the food court with a giant dandelion sandwich and lemonade with an extra-large hayfries, occasionally looking at the clock and finding it was already reaching into the middle of the afternoon.

“Hey, Rainbow Dash!” a familiar, young voice called out from behind her. Rainbow turned and there was a familiar orange filly.

“Hey, what’s up, squirt?” Dash asked, letting her number one admirer and surrogate little sister gallop over and give her a hug.

“My parents brought me up here to stay with my grandparents so I could see the show. I’m actually starting to fly now!” the filly said excitedly.

“Ha! I knew you would eventually!” Rainbow replied.

“Well, best I can do now is hover way higher off the ground for awhile. Longest was like a few minutes. But I’m still not nearly as fast as I am on my scooter,” Scootaloo said, blushing a little in embarrassment.

“Give it time, kid. You keep practicing and you’ll be as awesome as me. We all gotta start somewhere.”

“Yeah, but there’s already fillies and colts who can fly better then me!” Scootaloo objected. “And still no cutie mark…” The older pegasus frowned a little, and a few memories of her own came flooding back.

“Scoots, lemme let you in on something, just don’t go telling everypony or they may not believe ya 'cause this is even crazier then the stuff I told ya about those campfire stories!” Rainbow explained. “When I was a filly, yeah, I could fly, but I couldn’t fly straight to save my life. I was always bumping into stuff, wrecking everything. My face usually hit any surface before my hooves would. I got picked on a lot for it; bullies called me ‘Rainbow Crash’. Said I was an embarrassment to my mom who was this awesome Wonderbolt in her time. All I thought about was proving them wrong, and I guess I still do from time to time.”

“Really?” Scootaloo asked, her eyes wide with this revelation.

“Like I’d lie about something like that to you, squirt,” Rainbow replied. “But like the Wonderbolts always said, never give up your dreams. And I didn’t give up, I kept trying, and kept practicing, and look what happened; fastest young flier in Equestria, sonic rainbooms on command, Bearer of Loyalty, all in one awesome pony package!” she stated proudly.

“Then I won’t give up either!” Scootaloo declared.

“I’d expect nothing less from my adopted sis!” Rainbow said, mussing the filly’s mane. “So anything else new?” she asked.

“Oh yeah! I heard about that Mare Do Well showed up again, she was seen in Cloudsdale!” Scootaloo replied.

“Oh, her, right. Yeah, she kinda saved my dad last night. He was at the factory when those griffons attacked, she kicked their flanks good!” Rainbow answered. “I know I used to be way jealous of her, but I guess I owe a lot to her now.” She explained; the irony of the statement not too lost on her.

Before Scootaloo could answer, a crash was heard a few floors above, and pegasi galloping and attempting to fly away from its source. Rainbow Dash and Scootaloo jerked their heads up in the direction of the commotion, but then another crash was heard, and at the front entrance three griffons entered, and two more entered from the windows.

“Don’t mind us! We just wanted to hang out!” one griffon thug taunted with a laugh, grabbing a drink cup and flinging it, earning a puzzled look from his teammates. Up above on the higher floors, another voice, one Rainbow found vaguely familiar made its presence known.

“Nice afternoon, huh? We’ll settle for any bits and gems you pegasi might be carrying in those fancy saddlebags of yours! Nopony comes forward we may have to get rough!” the voice announced.

Rainbow grit her teeth angrily. More of these punks? And with this many innocents around, including Scootaloo, who was staring up at the griffons who flew about circling the trapped ponies, Rainbow Dash knew she was in for a bigger fight then last time.

“Come on, Rainbow Dash! Let’s show them what-for!” Scootaloo whispered to the cyan mare.

“No way, squirt. These guys look pretty serious and I don’t want you getting hurt. You find someplace to hide and you stay there till it’s safe no matter what, go it?” she said, looking down at her firmly.

“But—“

“No buts. You’re my responsibility right now. I’m gonna do my best to try and distract ‘em till help arrives. No matter what happens, you stay hidden and don’t move!” Rainbow answered. With a sigh and a nod, Scootaloo crept over to a decorative urn and turned it over, hiding under it. As soon as she did, Rainbow looked back at her with a confident smile and spread her wings, flying up several floors up, finding three more griffons there, the middle one wearing a ragged bomber jacket and holding a megaphone in his claws. Rainbow recognized him as the same griffon from the night before.

“Oh look at this! Nice to see we have a volunteer already! Got ya scared, rainbow pony?” Leo asked with a sneer.

“Naw, you’re just uglier then I expected. And way stupider. I mean come on, do you guys really expect to get away with this?” she asked, wings spread.

“Well I think I’m on the right track at least!” the griffon responded with a laugh, tossing the megaphone aside.

“You don’t scare me!” Rainbow said, several ponies looking at her with concern, worried about the outcome. Rainbow Dash had a reputation for being a talented pegasus but against this many griffons the odds didn’t look in her favor.

“Sorry to disappoint!” Leo taunted, suddenly lunging forward and swinging his claw and knocking Rainbow Dash backward, then turning and kicking her with his back leg to send her tumbling off the balcony, plummeting down the opening in the mall’s center.

“Rainbow Dash!” Scootaloo cried out instinctively as she saw her idol fall and disappear down below, but remembering Rainbow’s words, quickly hid again, fortunately the other griffons seemed rather caught up in the other ponies’ shock and their own amusement to notice her. “Well, now that Miss Hero’s out of the way, everypony line up and start unloading every bit you have,” Leo said, picking up his megaphone again, then turned over to his thugs. “Griff, Claude, find any young ponies and bring them up here for leverage. Taylon, make sure the entryways are secured before the sky guard shows up. And Skyler? Go to the food court and bring me up some nachos!” the griffon boss ordered, and those he’d addressed responded with salutes and flew off to perform their tasks.

~

Down below on a cloud, Rainbow Dash remained hidden from sight. The act had worked perfectly, the griffons assumed she’d fallen to her death or was otherwise out of action, and she’d brought her saddlebags with the costume ready to be changed into. She had to work quickly though, Scootaloo and a lot of other ponies were still in danger. As she finished straightening out the hat, Rainbow Dash grabbed onto the cloud and flew it up one of the walls toward the roof, preparing for a re-entrance that’d allow her to survey the situation. Reaching the ceiling and peering into the sky roof, she gasped at what transpired down below.

The griffons had rounded up the remaining ponies, lining them up to give them their money, and near their leader was several tied up colts and fillies, one of them Scootaloo.

“Oh no!” Rainbow shuddered. She had to act fast! Taking a deep breath, she jumped from the cloud and down into the sky roof, taking a diving pose to quicken her descent as she aimed for one of the griffons that was in the air, body-slamming him, then spread her wings and sprang off him, flying to another griffon and doing an aerial spin, using the impact to shove him headfirst into another, and finishing by decking another with her hoof, and then landed right in front of Leo. “Leave those ponies alone. NOW!” she ordered coldly.

Leo grabbed a last clawful of his nachos and munched them down hastily, tossing the tray aside.”You finally showed up, I was beginning to get worried,” he said with a chuckle. “...Too bad you missed one poor mare’s thousands-foot-drop.”

Mare Do Well narrowed her eyes and smirked under her mask. If only he knew. “Trust me, she’s fine. So you really set all this up for me? I’m flattered,” she said snidely. “How does a trip to the Canterlot dungeons sound for a reward?”

Leo laughed. “You may have busted up two of my friends, but I’m not gonna underestimate you a second time! I still owe you for this!” he said, gesturing to his chipped beak and taking a fighting stance, and the two immediately charged at one-another.

Leo swiped with his claws, Mare Do Well raised her hoof, blocking him, but was immediately struck in the stomach by his foot as he turned to a side, then swept his wing in front of her face, causing Mare Do Well to stumble backward, the distraction allowing him to grab her by the collar and fling her over his shoulder, sending her tumbling into the open sporting goods store behind him.

“Mare Do Well!” Scootaloo cried out, struggling in the ropes she was tied in. Some of the others were crying, their parents held back by the remaining griffon thugs who stood around them.

Shaking her head and standing up, Mare Do Well waited as Leo approached, the griffon grabbed several softballs and flung them one after the other at her, Mare Do Well dodged one, countered another, but got grazed by the last. Returning the favor, she bucked a soccerball into his face, knocking him backwards. Before he could react, another came his way, and another. Growling, Leo rolled out of the way and grabbed one of the soccerballs, holding it in front of himself to block the next one that came his way, and flung it at the costumed pegasus then promptly lunging at her after. Mare Do Well caught him in time, bringing her legs up to flip him off of her.

The griffon crashed into the wall, then stood up grabbing a bat and swung it at her. Mare Do Well grunted in pain from the blow to the side, then to the back, collapsing to the ground.

“Well, guess you’re not as tough as I thought,” he laughed, tossing the bat aside and lifting her off the ground by the neck.

“Think again!” Mare Do Well said in a strained tone, pushing herself up and delivering a crisp kick to the griffon’s face, dazing him enough to drop her. Leaping over the griffon, Mare Do Well anchored herself, raised both legs, and put all her strength into propelling them backward, sending the griffon soaring out of the shop and back onto the balcony, crashing into one of his unsuspecting thugs.

“GET HER!” he shouted angrily, staggering as he tried to get up, and the griffons that had been guarding the young pegasi immediately attacked. Mare Do Well smirked under the mask and flew straight up, the griffons followed, abandoning their captives and leaving the adult ponies able to rescue the young ones as she’d hoped.

“Go, Mare Do Well!” Scootaloo cheered as she was set free, then noticed Leo getting himself back up. “No way...” She galloped over and leapt at him, using her momentum to slam her hoof into his face, causing him to stumble backwards and fall from the balcony.

“Boss!” the griffon Skyler cried out, pointing to their falling leader, and the others immediately turned their attention on Mare Do Well and flew down and out of the mall to catch him.

Descending back to the balcony, Mare Do Well looked down for any sign of them, and soon saw the griffons carrying their dazed leader in their claws. “Clobbered by a filly… this… isn’t… over...!” Leo growled, and on that was carried off in retreat by his thugs, disappearing down below the lower clouds.

As soon as they were gone, Mare Do Well turned to the ponies, who looked far more relieved now. “Everypony alright?” she asked, using her lower, disguised tone, and was responded to with murmurs and nods of agreement and she turned her attention on Scootaloo. “You alright, too, Sc—kid?” She asked, catching herself.

“Yeah, I’m fine! Did you see me get that griffon! I should totally get a cutie mark for that!” she said proudly, stealing a glance at her own flank as if hoping that’d actually happen, then gave the costumed pegasus a sheepish grin, then realization hit her. “Wait! Where’s Rainbow Dash! Oh gosh, is she okay? I saw her falling when he hit her!”

“She’s fine, kid. I saved her right as she was falling. She was pretty out of it from the blow so I stopped her from going back in, so she made me… what’s the word she used… Pinkie Promise I’d save you!” Mare Do Well replied, crouching down to be more eye-level with the filly. “And if I failed I’d have way more to worry about then a bunch of griffons!”

Scootaloo giggled. “Well you didn’t! Where is she anyway?”

“I sent her to the doctor, she's gonna go home after. She needs rest now but I’ll be sure to tell her you’re fine, plus I promised her something else that got her to stay put,” Mare Do Well explained.

“Oh, what’s that?” Scootaloo asked.

“Well, if you’re up for it, I’ll be glad to get you back to your place safely for her,” the costumed pegasus answered.

“Awesome! I’d love that!” Scootaloo said with a little jump of joy.

“Well, hop on and hold on tight, alright, kid? Just be gentle, still a little sore from the fight,” Mare Do Well said, allowing Scootaloo to climb onto her back. Ignoring the pain from her fight with Leo and spreading her wings, Mare Do Well gave a nod to the other ponies and flew off, her filly passenger cheering.

~

“My grandparent’s place is right over there!” Scootaloo said, pointing with a hoof. “I'm staying over for the show. Through the top window right there’s where I sleep!” she said as Mare Do Well descended and landed on the cloud balcony, letting the young filly hover for a moment and land in front of her. “Thanks, Mare Do Well.”

“No problem, kid. Just stay outta trouble, alright? Rainbow Dash cares a lot about you, she’d never want to see you get hurt!” Mare Do Well replied, giving her a nudge with her hoof.

“Okay. I will!” Scootaloo said.

“Well, I better go tell her you’re safe now. Go and tell your grandparents, I’m sure they’re worried too. Later, kid!” Mare Do Well said, leaping off the balcony and flying away. Scootaloo gave a nod and went inside.

~

Rainbow Dash lay on her bed, an ice pack on her back as her dad looked down at her with some confusion. “I get the bruises from when the griffon hit you, but how’d you get your back hurt?” Blitz asked.

“Dunno, I was sorta out of it when Mare Do Well saved me,” she said, hoping her excuse was passable.

“Well you got pretty banged up here, Dashie. You sure you’ll be alright?” her father asked.

“Of course I am! I’ll be making sonic rainbooms on command again by tomorrow! Besides, like I’m gonna miss the show I’ve waited, like forever to see?” Rainbow asked, smirking. “Look, dad, I was thinking maybe I could take Scootaloo with me and meet you at the show then. I owe her that for all that happened at the mall.” She let out a sigh. “I guess I got way in over my head, I just didn’t want to see her get hurt, she really looks up to me.”

“I’m sure she understands. Besides, she’s safe now and that’s what matters,” her dad said.

“Thanks to Mare Do Well… she saved us both,” Rainbow answered. How much easier the situation would have been to explain if she could just tell her dad the truth. She felt guilty having to lie, and not to mention how irresponsible she felt like it made her look.

“Well, I can’t ground you or anything; you’re not a filly anymore,” Blitz replied. “But I do ask you just be more careful and use your head more.” He eyed one of the bruises on the side of his daughter’s head. “...Figuratively speaking anyway.”

“Thanks, dad,” Rainbow said with small smile. Yeah, it really is a pain keeping secrets sometimes…

~

“Come on, Spitfire! I wanna eat!” Soarin protested as he stood at the entrance to the Stargazer Hotel, his panic replaced by a wide grin when the fiery-maned pegasus flew over to rejoin him and the others.

“Really? You got the appetite of a fully-grown dragon, Soarin,” Spitfire said with a laugh as the Wonderbolts finally left the paparazzi and went inside.

“I missed breakfast and had one daffodil sandwich for a brunch to save on time. How do you handle that?” the stallion asked. His question went unanswered as Spitfire went to the front desk and handled check-in.

“Honestly, Soarin, you can be so—“ her diatribe was cut off when the delicious aroma of the meal the hotel had prepared for them hit her muzzle. “…capable of having a point sometimes!” she said abruptly, and she and Soarin led the way to the roundtable reserved for them in the hotel’s diner.

Thirty minutes later, the aerobatic team had gotten through most of dinner, chatting, joking, and discussing the finale for the show tomorrow night. After she'd finished eating, Spitfire got up to take a restroom break, while Soarin eagerly awaited dessert; apple pies for each of them. The stallion’s pie barely had the chance to enjoy the table surface before it was devoured, getting laughs from Rapidfire and Fleetfoot as Spitfire finally returned.

“Hey, Spitfire! Dessert’s here!” Soarin said, gesturing to Spitfire’s pie.

“No thanks, I’m good,” the Wonderbolt captain said with a hoofwave. “You can have it.”

Soarin raised an eyebrow at this, he’d expected her to have at least wanted half. Still, he was flattered to get to enjoy more of one of his favorite desserts and helped himself.

“Everything alright?” he asked, noticing Spitfire had yet to sit down again.

“Yeah! Just waiting for you to finish, was hoping to have you upstairs a little sooner, we’d want to be rested before tomorrow, right?” she offered with a playful smirk, making the stallion blush a little.

“Uh, sure. Almost done!” he answered, grabbing one more nicely-sized bite and getting up. “Well, uh, SpitfireandIaregonnaturninearlyhavefunguys!” he rambled at breakneck speed, getting a chuckle from the yellow pegasus captain as he got up and followed her to the elevator.

“Sure they are,” Rapidfire said with a laugh, giving Fleetfoot a nudge that was returned with an amused eyeroll.

~

“Replay it!” Razorbeak ordered, watching the footage recorded of the fight at the mall.

“Why? Aside from Grizzo having some genuine talent with a camera I don’t really see anything special,” Leo replied. “We’ve watched it like three times and there’s nothing I didn’t already explain in it!”

As soon as the words left his mouth, Razorbeak smacked him in the face in exasperation.

“Ow! Boss, I'm trying to keep what's left of my beak where it belongs!” the larger griffon complained.

“Right, I almost forgot that a pegasus filly got the last hit in!” the masked griffon snarked. “How old was she again?”

The other griffon growled. “Okay, boss, maybe I got hit a few too many times back there so I’m not thinking as clearly. Humor me, what am I looking for?”

Razorbeak rewatched the film on the projector, turning away after the part where the rainbow-maned pegasus plummeted down from the balcony not too long before Mare Do Well showed up. “Actually, don’t worry about it… not till the show,” he said, walking past him. “The factory invasion taught us everything we need to know about how to navigate through, we’ll have all the time we need with the Wonderbolt show distracting everypony,” Razorbeak explained, Leo now following behind him.

“In the meantime…” He looked down at all the work being done below, griffons ran about putting together explosives, and another with rubber gloves on his claws was working on a gauntlet that sparked with electrical energy. “...see to it that everything’s ready for tomorrow. I’ll brief you on everything come morning, I have another matter to deal with.” The masked griffon spread his wings and flew across the warehouse to an office on the other side and entered, and picked up a crude-looking communicator. The gem on it glowed for a second when Razorbeak pushed the switch on it, then seconds later Spitfire’s voice spoke from it.

“Yeah, boss?”

“I see you’ve already handled the captain?” Razorbeak asked in amusement.

“Of course. She never saw me coming, and I don’t think Soarin suspected a thing either. He really loves this mare so he was in a drooling stupor in no time. The others will have their visitors soon, too,” Spitfire’s voice said from the communicator.

“You got Soarin to list off the names of the Academy’s female cadets?” the griffon asked.

“Of course. I got them right here… Cloudchaser… Lime Jelly… Rainbow Dash—“

“What was that last one?” Razorbeak suddenly said, cutting her off.

“Rainbow Dash?” Spitfire’s voice asked.

“I see… didn’t quite hear you that first time. Any more names?”

“Midnight Strike, Raindrop, and Pizzelle, that’s it.”

“Thank you,” Razorbeak said. “That’s all I need. Make sure you and your siblings are ready for tomorrow. We’ve got a big show to put on!”

Showtime

The realization that morning had met its end was enough to ensure Rainbow Dash snapped out of bed the moment such realization hit her, followed by a few seconds nursing her back, which was still a little sore from yesterday’s griffon brawl that prevented her from doing any morning aerobics.

“Still smarts… shame Twi’s not here.” Rainbow muttered. One of the downsides of Cloudsdale was it seriously lacked unicorns that knew healing spells, and she wasn’t about to travel back down to Manehattan to trouble one for a bruise that’d probably go away in another day or so. Looking out the window, Rainbow grinned as she saw pegasi flying about, gathering and setting up decorations preparing for the Wonderbolt performance that would start as soon as the sun set, and she intended to have a front row view of her idols. “This is gonna be so awesome!” She said giddily, trotting in place then hurrying downstairs to find her dad reading the paper.

“You sleep well?” Blitz asked. “You were five seconds from missing breakfast. Not very becoming for the fastest young flier.” He said with a small smirk.

“Hey, a little slack, dad. Yesterday was pretty intense.” Rainbow said sheepishly. “No work today, right?”

“Nope, they got me covered for today; I mean it’s been awhile since we saw a Wonderbolt show together.” Blitz answered.

“Yeah, I’da been pretty bummed if you couldn’t go.” Rainbow replied. “So anyway, I’m gonna go see Scootaloo and hang with her till it’s time to head over. I’ll meet you there after and we’ll all get front row seats to a show that's gonna define awesome!”

Blitz smiled, his daughter could be thick-headed and reckless sometimes, but loyalty had always been a quality he took pride in her for. “Alright, just try and stay out of trouble this time.” He said, returning his attention to the paper.

“Sure thing, dad! Catch ya later!” With that, Rainbow trotted out the door, took to the air, and flew off to where she remembered the young filly was staying.

~

“Wow, you’re here a little late.” The guard outside the weather factory said as two of the workers approached, several boxes being carried behind them on cloud carts.

“Yeah, well… cargo came a little late an’ all!” One of the arriving workers said with an embarrassed laugh.

“Ehh, whatever. Just get it on in here.” The guard grumbled, not wanting to deal with this and looking forward to the end of his shift for the sake of the show.

As soon as the workers went past them, however, they were immediately attacked. The worker pegasi grinned at one-another, then dragged the guards in, one of them shimmered briefly, and in his place was a perfect replica of one of the guards that lead the other false workers further in, the imposters taking out and shifting into the forms of the ones they came across, finally reaching the entrance to the storm containment wing. One of the boxes they'd brought in opened on the side and Leo stepped out, smirking. He looked slightly worse for wear from the previous fight but was otherwise alert and ready for carrying out the next part of the plan as he took out a small communicator and switched it on. “Boss? We’re in.” He said.

“Perfect. Find a strong one and get it inside the float.” Razorbeak's voice said from the other end of the line.

Opening the doors, Leo lead the imposters in and looked at the massive containment tubes, where a variety of dormant storm clouds floated within. Smirking as he saw a larger cloud darker then the others in a tube at the end, he snapped his claws and another box opened, and four griffons came out with something resembling a large, deflated balloon with celestial patterns on it. “This one.” He ordered, gesturing to the storm cloud he’d chosen. With a nod, the griffons and false workers carried the giant balloon over and flew its ends up to the hatch at the bottom of the tube. Flying over to the controls, Leo found the lever responding to that containment tube and pulled it down, watching in satisfaction as the storm cloud took on a whirling form and drained into the balloon, which swelled up to great size. Looking over the controls again, he found the switch to open the exit hatch used for releasing the weather, and took to the air, leading his followers out. “Storm cloud secure, boss.” He said into his communicator.

“Good. We’ve just managed to get into the Stargazer. The others will be on their way up when the show begins. Prepare for the next phase.” Razorbeak’s voice ordered.

“Griffons, come with me. You guys?” Leo said, looking at the false workers. “Go wait for us back at the Stargazer, and be ready for the show.” He ordered. With that, the workers smirked and their images shimmered again, this time taking the forms of regular pegasi civilians before they headed off in the direction of the hotel.

“All ready, boss.” Leo said.

“See you soon.” Razorbeak said, switching off the communicator and emerging from the box he had sat in and walked around Spitfire’s and Soarin’s penthouse, and approached the two grinning Wonderbolts.

“Well, that went well.” Spitfire said.

“Was there any doubt?” Razorbeak asked. “Your queen’s gonna love the ‘tribute’ for you and your siblings’ helping out so much.” He said, glancing over at a second Spitfire and Soarin that were sprawled out on the floor, their eyes a dull, glossy green and both wearing vacant, stupefied expressions. “The ones I sent to the factory are on their way back. Got the routine down, right?”

“Of course!” ‘Soarin’ said.

“Good, we pull this off and anypony that survives is fair game for you to bring back home.” Razorbeak said, his eyes narrowing within the metal mask.

“Spit… fire…” The Soarin on the floor muttered, and the Spitfire that was standing approached him, crouching down and stroking his mane.

“I’m right here, my love. I’m always here for you…” She said softly with a sultry smile, her eyes briefly turning into opaque green orbs, and immediately after, the stallion’s eyes flashed and he then smiled contently and slumped back over, earning an amused chuckle from the costumed griffon.

~

“Rainbow Dash! You’re alright!” Scootaloo said, giving her idol a hug when she found her at the door.

“Of course I am, squirt! It’s gonna take a lot more then some griffon to keep a pony as awesome as me down!” Rainbow said proudly.

“Was it hard finding your way here?” The filly asked, causing the older pegasus to wince at the realization that sure Mare Do Well knew where to find it, but Rainbow Dash would not.

“Ehh Mare Do Well gave me the quick summary where to find ya.” Rainbow said, relieved she’d dodged the metaphorical lightning bolt there as Scootaloo seemed to buy her claim.

“Well that’s great. Mare Do Well got me home last night, she was amazing the way she busted up those griffons!” Scootaloo said, doing a few attempts are martial arts moves.

“Yeah, I’m sure she was, wish I caught it.” Rainbow said with a slight eyeroll. Yet another moment where she wished she could have just told the truth…

What would it hurt to?

A lot! You tell her, she’ll tell her friends, and soon everypony’ll know and you’ll be back at square one!

Since when did being a superhero become so much tougher?!

Rainbow snapped out of her thoughts. “Well, anyway, you wanna hang a little before the show? We’ll grab a bite, then get the best seats!”

“That’ll be awesome!” Scootaloo said, bouncing a little with excitement.

“Well, I don’t settle for anything less. Plus I’m in the academy so I get friend and family in the special front-row. You might even meet a few of my teammates.” Rainbow replied with her usual cocky grin and glad to be able to shift the subject off her earlier more anxiety-ridden one that had made her thoughts race.

~

A few hours of a mostly uneventful afternoon later, the sun was ready to set, Rainbow had brought her young admirer and met up with her father, and they were lead to their seats at the bottom row of the stadium. At its center was all open sky, and the memories of having saved Rarity and performing a sonic rainboom the last time she’d been here went through the cyan pegasus’ mind.

“Scoots, you’re in for the show of a lifetime.” Rainbow said with a grin.

“Hey, Dash! Hey Scootaloo!” Cloudchaser said from the side, waving.

“Heya! How’s things been since the academy?” Rainbow called over to the lavendar mare, glad to see a familiar Ponyville face.

“Ohh, Flitter’s just glad to see me home.” The other pegasus said with a laugh, earning a smirk from her sister. Next to her, many of the other pegasi from the academy were there with friends and family alike. “I think we’re all glad for the time off, though.”

“Not me, my brother won’t stop asking me about it.” Thunderlane said with an amused roll of his eyes.

“Well, I wanna make it in too when I’m older.” Rumble said from next to him.

Suddenly, the music died down, and a pegasus with black shades flew to the center of the arena.

“The sun is setting, and the show’s about to begin!” He announced. “Are we ready?” He asked the audience, who cheered in response.

“Totally!” Rainbow called out.

“Woo-hoo!” Scootaloo cheered.

“YEEEAAAHHHH!” The huge white pegasus stallion whom Rainbow Dash never got the name of at the academy shouted, flexing his massive forelegs.

“Then let’s count down and see if it brings our stars out faster!” The announcer declared, looking towards the setting sun and soon, the final seconds were recited.

“7… 6…5…4…3…2…1… ZERO!”

The sun set and the sky grew dark, and suddenly the stars flickered in, and the moon rose up, another masterpiece by Princess Luna.

“Now, without further ado, the greatest aerobatic team in all of Equestria, the WONDERBOLTS!”

At that moment, fireworks went off all around and the Wonderbolts flew in a V-pattern, flying straight up, then more swirling fireworks suddenly burst around them as they broke formation. Cheers erupted all around, fantastic lights flashed and swirled, music played as they took position on a cloud two pegasi brought to the center and they took a bow.

Scootaloo instinctively jumped up, cheering, her impact back down caused Rainbow Dash to wince in pain.

“Easy there, squirt.” Rainbow said with a nervous smile, earning a look of surprise from the filly.

“What’s wrong?” Scootaloo asked. “You alright?”

“Yeah, still just a little banged up from yesterday.” Rainbow replied, and then she suddenly realized her potential mistake, Scootaloo was young but not stupid, she knew Mare Do Well had gotten hurt in the same place yesterday after getting clubbed with a baseball bat. If she put two and two together, she’d figure it out. “Trip down after that griffon got me wasn’t very smooth.” She said hastily.

Denying the filly a chance to process that, Rainbow quickly gestured to the Wonderbolts. “Look! They’re about to lift off!” It seemed to work, the filly immediately turned her attention to the show again, forgetting all about the conversation and grinning like a foal in a candy store.

Soon, the show began, and the aerobatics performed their death-defying stunts. Cheers continued, though as time went on Rainbow Dash couldn’t help but feel a little confused. Some of the stunts were rather off; not being at all like she remembered them, and once she swore two of them were in the wrong formation. They played on their strengths, using them to their utmost potential, but here it seemed somewhat disorganized. Her eyes narrowed in suspicion. That big griffon had sworn this wasn’t over; and now the Wonderbolts seeming way off when they always expected nothing but the best, it was as if it wasn't really them… Rainbow’s eyes widened in horror as memories of the Canterlot wedding and the Ponyville infiltration returned to her...

“Dad, can you watch Scootaloo for a sec, I’m gonna go get us some snacks!” She said, leaning down and allowing the filly to hop off her back and on to Blitz’s and galloped off.

“She’ll be back soon, she wouldn’t miss the finale.” Blitz told Scootaloo assuringly.

As soon as she found a good hiding spot, she opened her saddlebag and pulled out the Mare Do Well costume and got dressed. Something really didn’t seem right here, and she wanted to be ready. Her suspicions rose as a massive, celestial-patterned balloon rose up in the center of the arena.

“And now, the final act, appropriately dubbed The Weather Balloon! The Wonderbolts will release a mighty storm, and dissipate it completely! Don’t worry, you’ll all be safe, but will the same be said for these fantastic aerobats? WE SHALL SEE!” The announcer said.

With that, the Wonderbolts all landed atop the balloon, but then, instead of taking action and opening the balloon, their forms began to shimmer. One by one their uniforms and skin peeled away like burnt leaves, revealing hideous, ebony-skinned insectlike creatures Rainbow Dash knew all too well.

CHANGELINGS?! But what are they doing here?! She wondered. As if to answer that question, several griffons suddenly rose up into the arena with a familiar, muscular one in a tattered bomber jacket soon after. Grinning, the creatures tore into the balloon, revealing the massive black cloud within.

Oh no… Mare Do Well sprung into action, blurring past the shocked pegasi as she attempted to head off Leo as he approached the dormant cloud, clearly intent on bringing it to life.

“What do you think you’re—“ The announcer began, only to be blasted by a bolt of lightning that came from Leo’s hand. Raising up the smoking gauntlet that adorned it and giving it a crisp blow like he’d just fired a gun, Leo smirked as he watched the pegasus plummet to the ground and glanced over at Mare Do Well.

Growling and not wanting to let the pegasus die, Rainbow changed directions and sped down after him, picking up speed and finally reaching the falling pony, wrapping her forelegs around him and flying back up to the arena, finding a cloud to place him on.

“What happened…” The pegasus muttered, barely conscious.

“Don’t talk. You…” She said, looking at some bystanders. “Get him out of here, now. I’ll handle this.” Without letting them respond, she turned and flew back towards Leo, but it was too late now, the griffon raised his claw, and the changelings rose off the cloud, and on sync, they and the griffons all swooped down upon it, the impact bringing it to life.

Immediately the cloud began swirling and blowing, winds increasing as lightning flashed about within, thunder rumbling and causing many of the ponies to fly away in terror. Seconds later, though, more griffons appeared, bursting out of the clouds and flinging small explosives in the direction of the pegasi that fled. Leo stood atop the cloud, a mocking sneer on his face as the changelings flanked him and he gazed down at Mare Do Well. Snapping his claw and pointing to the costumed mare, and the changelings took flight, swooping down at her.

Mare Do Well flew forward as fast as she could, weaving around the changelings. They were fast, but she was faster. One flew straight at her, its decayed hoof reared back as it attempted to deck her, only for Rainbow to do a loop in the air, causing the changeling to fly past her, pause in confusion, and promptly get struck in the back, sending the ugly creature falling. As she moved closer, the pegasus jumped atop a griffon, knocking him out and letting him fall as well. Leo was just up ahead now, but he seemed unworried. Landing on the cloud, Rainbow Dash glared at the brutish griffon through her mask.

“Nice, Mare Do Well.” Leo said, aiming his gauntlet at her, electrical energy sparking from it. “But this time you’re gonna lose, in front of all of Cloudsdale!” He said with a smirk.

“If it’s anything like the last two times, I wouldn’t count on it!” Mare Do Well growled, then lunged forward. Below in the arena, Scootaloo watched intently. Mare Do Well’s speed and stunts were so like Rainbow Dash’s, the back injury… her eyes widened as realization started to hit her…

“Scootaloo! We need to find Rainbow Dash and go!” Blitz said urgently.

“…I think we already did…” She said, still watching, earning a confused look from the rainbow-maned stallion.

“We gotta help!” Cloudchaser insisted, galloping over.

“YEEEAAAAHHH!” her massive former wingpony declared loudly.

“You guys do that, I’m getting Rumble out of here. I won’t let him get hurt!” Thunderlane said, his wing draped over his little brother.

“Go ahead. Cover the others’ escape too.” Midnight Strike said. “Well handle these clowns!” She looked at the chaos all around. With the real Wonderbolts missing the least they could do as future Wonderbolts was try and hold them off while as many ponies could escape as possible.

On the storm cloud, Mare Do Well rolled out of the way, dodging a blast of lightning from Leo’s gauntlet, then stood as the griffon lunged at her, grabbing her hooves with his claws and the two wrestled against one-another. After several seconds of a stalemate, the pegasus finally broke her hoof free and began to pound it repeatedly into the griffon’s face. Leo’s beak cracked again, more severely then it already was, and finally half the upper portion flew right off. The griffon boss screeched in pain, recoiling back and clutching his face with both his claws as he hovered in the air.

“You—“ He began, his voice strained.

“Just won.” Mare Do Well said fiercely, charging at him and knocking him over, then did a swift spin in the air and bucked him, sending him flying from the cloud. With a final move, the costumed pegasus flew straight down and slammed into the cloud, sending a lightning bolt directly at the falling griffon, blasting him and sending his smoking body falling to the ground below. The griffons, seeing Leo meet his end, all paused and just hovered in the air in shock, the remaining changelings even looked a little surprised.

“It’s over! Your boss is gone!” Mare Do Well said in a low, dangerous tone, landing back on the cloud.

“Not exactly, hero…” A low, raspy voice announced. The costumed pegasus looked about and there in the stands was another griffon, this one in a black costume with armor plates, a utility belt, and an odd metal mask. The griffon took to the air and flew right at her, landing opposite her. “Shame about Leo, he was pretty good at what he did.” The griffon said, glancing over the edge for a moment. “So, name’s Razorbeak, and you must be the mysterious Mare Do Well I’ve heard so much about.”

“So I’m gonna guess YOU’RE the one who’s really behind all this?” Mare Do Well asked, barely containing her anger. “Then why don’t you tell me where the Wonderbolts are and I won’t make you share what happened to your friend back there!” She threatened, but the griffon just laughed.

“Oh they’re right here in Cloudsdale!” The griffon said, gesturing to the side. “Like I’d want them to miss the destruction of their own city!” He explained with another laugh. “Just like I don’t want anypony here to miss your unmasking and total crushing defeat!”

“Big talk for someone who saw me beat his pals.” Mare Do Well said, immediately spreading her wings and flying straight at Razorbeak, who suddenly raised his claw and grabbed her hoof, then swung around, flinging her. Tumbling across the cloud, sparks of lightning crackling within it, Rainbow Dash looked over in surprise. This guy was fast, she’d give him that. Getting up, she attempted again, and this time the griffon just flew straight up into the sky then dive-bombed her, punching the costumed pegasus in the back and causing her to cry out in pain.

“I see somepony’s been carrying over a few bruises. Guess being a superhero isn’t all it’s cracked up to be, is it?” Razorbeak said, grabbing Mare Do Well by the scruff and doing a quick roll, flinging her over.

“It’s worth it either way…” Rainbow Dash said, standing back up again. “Ponies need heroes, and I’m glad to be one for them!” The griffon let out a loud, cruel laugh.

“Oh PLEASE. We both know what’s really going on in that mind of yours, hero.” The griffon answered, rolling his eyes and emphasizing sarcasm on the last word. “Like any so-called hero, you’ve got a serious problem with self-esteem, and being some kind of superhero is the only way you can get any sense of value. No matter how talented you are, you still feel something missing, don’t you?” Razorbeak taunted, causing Rainbow Dash to yell out in rage and gallop right at him, then suddenly took to the air and flew around the griffon in fast circles. Razorbeak remaining on the defensive was frustrating as Tartarus for the pegasus, her patience was already thin by now and she had a feeling he was well-aware of that, but this stunt was sure to get him off-guard. She came up with it way back when she was at flight camp and as a secret stunt of sorts had hardly shown it off to anypony.

Picking up her speed, Rainbow created enough force to draw power from the cloud into a minor tornado. “Let’s see you get out of this one!” She said, moving to the top, only to stare in disbelief as the griffon flew straight up, riding the winds before they dissipated and swinging a punch at her. “How…” Rainbow muttered, dazed for a second, then barely dodged another punch and immediately swung her hoof, managing to land a blow on the griffon’s mask. His head jerked to the side and he returned with another punch, then another, Rainbow used her back legs to kick him in the chest, knocking him backwards and flying at him, the griffon regained control then flew right past her.

“I know all about you. I’ve been watching you for the past few days, all my plans, a bigger payoff then I was expecting!” Razorbeak said, doing a roll in the air and striking the pegasus in the side, then flew above her and slammed his elbow into her back, subjecting her bruise to even more abuse. That was all it took now, Rainbow tried to keep herself in the air but she felt the strength leave her wings, and she landed atop the cloud. She tried to stand, but the pain was now too much, and she collapsed again.

She heard Razorbeak land beside her, laughing, then grabbed her by the cape and flew off the cloud to a podium, flinging her atop it and watching as her hat fell from her head, drifting down towards the ground far below. Climbing atop the podium, the griffon turned his attention to the cadets and remaining ponies who’d been resisting up until now.

“Cloudsdale is under my control now!” Razorbeak declared. “By now, the weather factory already belongs to me! Every storm that had been hoarded away there will be released in just a matter of seconds! But first, let me introduce, or in some cases, re-introduce you to your so-called hero. The pony who always did have a habit of getting in over her head and putting everypony she cares for in harm’s way… RAINBOW DASH!” On those final words, the griffon grabbed Mare Do Well’s mask and tore it from her face, revealing the cyan mare underneath. “A pony whose ego is so fragile she has to sponge off your praise to feel alive, who spends her time showing off because she’s afraid of being laughed at again. How’s that for loyalty?” He asked with a laugh, tossing the mask aside and letting it fall from the cloud city.

“Dashie!” Blitz cried out, but before he or the Wonderbolt cadets could move they were immediately beset by several griffons who held them back.

“By tomorrow night, Dash, Cloudsdale will be no more, and there’ll be nopony to blame for it but yourself!” Razorbeak said quietly to the defeated pegasus in his grip.

Rainbow Dash grunted in pain, trying to fight Razorbeak's grip as the griffon suddenly grabbed her but she had no strength left. The griffon’s words cut deeply into her… she had failed.

She felt herself get lifted up, and saw storm clouds suddenly begin to form in the sky, gathering around Cloudsdale.

“Enjoy the taste of failure, hero… while you can.” Razorbeak’s voice echoed into her ears as Rainbow stared blankly ahead.

Then, she felt herself falling… falling… falling…

“NO!” Scootaloo cried out, suddenly breaking into a gallop, the griffons turned and looked toward her, long enough for Blitz to break free and give chase, two of the griffons in pursuit. Scootaloo reached the edge, and closing her eyes for a second, made a leap of faith. Before Blitz could follow, however, the griffons tackled him and pulled him back.

“Forget the filly. Take everypony to the weather factory and we’ll get ready for the final phase!” Razorbeak ordered, glancing down over the edge, then laughing as the griffons began to carry away Blitz, the cadets, and anypony they could grab towards the factory. The storm clouds built up, finally blanketing the city. There’d be no escape for anypony else…

~

As she fell, Rainbow Dash stared at the conquered sky city, a broken, defeated expression on her face. She’d lost… failed… and now Cloudsdale would be destroyed because of her… because she couldn’t save it from some griffon terrorist. She'd thought she could be a hero, and had once again been proven wrong in a far worse way..

“Dad… Scoots… everyone…” She muttered, barely conscious. “I’m so sorry…”

The last thing she felt as her consciousness, too, abandoned her was the soft impact of a cloud beneath her, and she heard the hum of tiny wings beating as their owner climbed next to her.

Motivation

Guess being a superhero isn’t all it’s cracked up to be, is it?

Like any so-called hero, you’ve got a serious problem with self-esteem, and being some kind of superhero is the only way you can get any sense of value. No matter how talented you are, you still feel something missing, don’t you?

A pony whose ego is so fragile she has to sponge off your praise to feel alive, who spends her time showing off because she’s afraid of being laughed at again. How’s that for loyalty?

Enjoy the taste of failure, hero… while you can.

Razorbeak’s words tore into her like hungry parasprites as Rainbow Dash drifted in an endless abyss.

Failure… the one thing Rainbow Dash feared over anything else. The one fear that had been more of a motivation in her life then she wanted to admit. Those jerks who always laughed at her as a filly when she kept crashing, who called her a loser who’d never be even half of what her mother was… eventually Rainbow Dash had found a way to cope with it by being the best she could be, a pony who never lost, who never quit, and was always awesome. Yet there still existed that hole in her heart that never seemed to get filled, and made her always need to prove herself in another way, any way that got her appreciation, that made her needed. Was this all her ‘loyalty’ really was? A bunch of desperate cries for approval?

“No… the element chose me… I care about my friends and family… I’d do anything for them!” She cried out in her mind. “How can the Element of Loyalty be wrong about its bearer?”

Maybe then it wasn’t… but what about now? I lost… I failed everypony in Cloudsdale...

She saw the Element of Loyalty in front of her, then it began to fade away.

Rainbow Dash jerked up screaming, then cried out in pain from the bruises she’d suffered.

“Rainbow Dash! Calm down, you’re still badly hurt!” A unicorn nurse protested, using magic to make her slowly fall back onto the hospital bed. Taking a few breaths, the cyan pegasus looked around and realized she was in a hospital room.

“Where am I…?” She asked, coughing from the pain in her chest caused by her outburst.

“You’re in Manehattan General Hospital.” The nurse told her. “You were out for awhile.”

Rainbow looked out the nearby window, the sky was filled with dark clouds, a storm raging outside, and the memories of her defeat, and Cloudsdale’s capture all returned to her. “How did I get here?”

“Your friend here found you, you both came down on a cloud.” The nurse said. “She refused to leave your side the entire time.”

At that moment, the nurse nudged something on the floor, and a yawn was heard, and up rose a familiar orange filly.

“What…” Scootaloo began, then looked over, seeing her idol awake. “Rainbow Dash! You’re awake!” She said, hopping on the bed with her.

“Hey, squirt…” Rainbow answered weakly, then looked away in shame.

“Rainbow?” Scootaloo asked, putting a hoof on the older pegasus’.

“So you saved me, huh… why bother?” Rainbow asked as the nurse left to give them time alone.

“That’s easy! Because you’re my hero, you’ve always been, Rainbow!” Scootaloo insisted, but the mare just snorted.

“How? How can I be? I’m no hero!” Rainbow protested. “I got my flank kicked by that griffon! I lost, and now Cloudsdale’s gonna pay for it! And it won’t stop there, with Cloudsdale gone, Equestria’s weather’s gonna become a mess that’ll destroy everything, so there’s another thing you can thank your ‘hero’ for.” She realized how her outburst was upsetting her admirer, and sighed. “Sorry, squirt… but you may have picked the wrong pony to call your hero.”

“Now Rainbow, we both know that’s not true!” Another voice said. Rainbow Dash and Scootaloo turned and saw Twilight there in the doorframe, and behind her stood Applejack, Pinkie Pie, Fluttershy, and Rarity, the last of which immediately trotted over, a cross look on her face.

“Now, Darling, I can overlook the fact that you modeled for me just to steal one of the Mare Do Well costumes… especially since you left me extra bits that got my work done faster, but STILL…” Rarity explained. “I won’t stand for such a defeatist attitude from you, Rainbow Dash, especially towards a filly who still believes in you!”

“Maybe you missed the part about me, as I put it, Rarity, ‘getting my flank kicked by that griffon’ and the part about what’s gonna happen to Cloudsdale?” Rainbow asked flatly.

Twilight frowned. “If Cloudsdale gets destroyed, Equestria loses its source of weather stability. Rainbow, something’s gotta be done!” She said.

“Well that’s great and all, but how am I supposed to stop Razorbeak? Need I emphasize the part where I lost to him? BADLY?” Rainbow asked.

“So what if you lost, Dash!” Applejack said, slightly irritated. “Ya try again. Ya always did! It’s part of what makes ya the Bearer of Loyalty!”

“That was then. This is now…” The pegasus muttered, then she felt a hoof whack her. She turned and there was Fluttershy, giving her an angry stare normally used to discipline troublesome animals.

“Rainbow Dash… I’m surprised at you.” The normally timid yellow pegasus said. “Remember how you always stood up for me in flight school? All those times I felt like crying whenever those colts made fun of me… you were always there for me. And then when we needed to gather water for Cloudsdale, you were hard on me but you always believed in me and supported me when you could have gotten others for the job!” She said, then her fierce look quickly faded and she looked downcast and embarrassed by her outburst. “I’m sorry, I just… I wanted you to know that and wanted you to listen.” She said, her tone soft again.

“Fluttershy… this is different—“ Rainbow Dash began, but then Pinkie Pie intervened.

“No it’s not, Dashie!” Pinkie insisted, a serious look on her face for a change. “When Gilda lashed out at me when I threw that party for her, you stood up to her right away! She was ready to beat me into a pink pulp and probably would have if you didn’t stop her! Even if she’d been your friend, you were ready to protect me from her!”

Rainbow sighed, discovering one of her long-time friends was a cruel, selfish bully behind her back all along had hurt pretty badly too.

“And what if Gilda decided to beat you up instead when she learned the truth?” Twilight pointed out.

“I’d have loved to see her try…” Rainbow Dash remarked.

“See? That’s the Rainbow Dash we know.” Twilight said with a small smile, causing the pegasus to sigh again, she felt a little better, but it still didn’t seem like it’d do much, this wasn’t some lowly bullies she was dealing with. Twilight placed a hoof on Rainbow’s shoulder. “We all have our flaws, Rainbow, but you’ve always deserved the Element of Loyalty.”

“Besides, ya really gonna just quit’?” Applejack asked. That last word made Rainbow Dash turn her head, glaring.

“What’d you say?” She asked.

“Ah asked if you were a quitter, Dash.” Applejack said, smirking. If there was one surefire way to reignite Rainbow’s spirits, this was it, as she knew the one thing Rainbow Dash hated more then losing was the idea of quitting.

“I’m no quitter!” Rainbow Dash instinctively yelled, startling the orange filly still present on her bed. “Take it back, right now!” Quitting was the most shameful thing Rainbow Dash could ever imagine doing. Losing when you tried your best hurt, she realized that now, but quitting didn’t just hurt, it proved you were a coward, and Rainbow Dash was no coward.

“Not till ya prove you’re not.” Applejack replied, knowing it was working. Rainbow sat herself up completely, then groaned in pain.

“If I wasn’t in so much pain, I’d prove it right now!” Rainbow said, her voice strained.

“Here, let me.” Twilight said. “If you’re not going to give up.” She added, a stern look in her eyes.

“Do it, Twilight. I’m not letting Cloudsdale down.” Rainbow said, now determined again. The unicorn’s horn glowed brighter, and Twilight’s magic engulfed the pegasus. In seconds, all the pain faded and the bruises disappeared. Moving her legs and her neck, Rainbow felt much better. “Thanks, Twi.” She said, then looked at the others. “Thanks, all of ya.” She said. “Can’t believe what a moron I was acting like back there…” She said, then looked over at Rarity. “Look, Rarity—“

“Save it, Rainbow. We’ll discuss all of that later.” Rarity answered. “In the meantime, shall I be correct in assuming you might want these?” She asked, and her saddlebag opened, and the Mare Do Well costume emerged from within. “Used to be Applejack’s you’re about the same size. I added the wings on for you. The old one was hardly in a state I can let you leave this hospital in!”

Scootaloo looked over at Rainbow Dash, who gave her a sheepish smile. “Sorry I lied to ya, squirt.” Rainbow said.

“Aw, Rainbow, superheroes always gotta keep their identities secret! Besides, you’re like, the coolest Mare Do Well ever!” The orange filly said, giving Rainbow a hug.

“Well, let’s see if I earn that title after I get back to Cloudsdale.” Rainbow answered, and Scootaloo gasped.

“Wait, how will you get back in? The place is surrounded by storm clouds, it’s, like impossible to get through!” The filly said, but Rainbow smirked the cocky smile she was known for once again.

“I’m sure I can manage.” She said. "I'm no quitter, after all."

“YAY! That’s the Rainbow Dash we know!” Pinkie Pie said excitedly, bouncing in place. “You win, and make it back, I’ll be sure to have a hero party for you, with like a cake and everything!”

“I’ll look forward to it.” Rainbow said, hopping off the bed. “Now let’s get outta here, I’m already feeling cooped up.”

~

After checking out, Rainbow Dash lead the others outside, the saddlebag with the costume on her back.

“Alright, I know you’re a great flier and all but those storm clouds are gonna be real dangerous, even for you, Dash.” Twilight explained, craning her head up and squinting as the rain continued to pour. Closing her eyes and focusing her magic, a white cloud materialized in front of her and Rainbow Dash. “I can use the cloudstep spell to ride up with you. Once we’re close enough, I’ll teleport you in.” Twilight explained.

“Awesome. I’m ready for this.” Rainbow said, hopping onto the cloud.

“Rainbow!” Scootaloo said, trotting over. “Promise you’ll come back, okay?” She asked.

“Don’t worry, squirt. I will. Right after I kick some griffon flank!” Rainbow said proudly with a laugh, hopping onto the cloud and pulling the costume from her saddlebag. “Let’s go, Twi.”

Moments later, the two mares were quickly rising up into the sky, Rainbow Dash had just finished putting the costume on, sans hat and mask. Twilight kept focused as she guided the cloud around the lightning bolts that occasionally crackled from the thick black clouds surrounding the pegasus city.

“Where do you want me to send you, Dash?” Twilight asked.

“Just help get me near the entrance. I gotta find the Wonderbolts first if I’m gonna stand a chance and get these clouds under control.” Rainbow ordered. “Twi, I’m sorry about… all this.” She explained as they drew closer to Cloudsdale. “I just needed to be a hero again. I didn’t want ponies to know who I was, though. I figured that way I wouldn’t let it get to my head again.” She explained.

“Rainbow Dash, if that happened, you didn’t learn anything from when we created Mare Do Well.” Twilight explained. “If you want to be a hero, be one. Ponies can appreciate you, and you can appreciate what you can do for them. Just remember what we all told you.”

“Thanks, Twi.” Rainbow said, sliding the mask on and topping it off with the hat. “Alright, I’m ready. Just… take care of Scootaloo, in case for the tiniest and totally unlikely reason I don’t make it back.” She said.

“I promise." Twilight answered. "Now, just picture the entrance, and give me a second.” Rainbow Dash closed her eyes, ready for the spell, and with a soft popping sound, she found herself within Cloudsdale’s now dismal streets. The once-majestic city of pegasi was now a dark, dreary ruin. Winds swept about, lightning crackled in the clouds that swirled around just outside the city, and the costumed pegasus could see some griffons flying about.

“Well… it’s now or never.” Mare Do Well said to herself.

Return

Mare Do Well moved carefully among the abandoned buildings, taking advantage of the darkness that shrouded the cloud city to avoid detection from the occasional passing griffon. First thing she needed to do was find out what they’d done with everypony. Remaining in the shadows, the costumed pegasus saw the opportune moment when a lone griffon thug flew near where she was hidden.

Quick as she could, she lunged out, slamming her hoof into his face, then pulling him backward into the alley she was in.

“Wha—“ The griffon began, but was promptly hit in the chest, knocking the wind out of him.

“Where are they keeping everypony?” Mare Do Well demanded in a sharp whisper.

“Why should… I tell… you…?” The griffon asked, gasping for breath.

“Wanna find out?” Mare Do Well asked, raising her hoof again and preparing to slam it down between the griffon’s hind legs.

“No! No! Don’t!” The griffon cried out, though his voice was still hoarse from the blow to his chest. “They’re in the weather factory! Most of ‘em anyway. Razorbeak left the Wonderbolts at the hotel for the changelings. Skylar’s got ‘em guarded though, good luck even gettin’ to ‘em!”

Rainbow Dash narrowed her eyes behind the lenses of her mask. “Why should I believe you?” She asked. “I’m still a little ticked from that last fight, I could stand to take out a few frustrations…” She threatened. The griffon just whimpered, knowing he wasn’t in much of a position to fight back now.

“What choice do you have?” He asked, terror in his eyes. “Look, I don’t care, just let me go! They’re in the Stargazer hotel, top floor penthouse, get up there, the Wonderbolts are all yours! I mean, assuming you make it past Skylar and the changelings, that is, but that’s where they are, I swear!”

Mare Do Well stood off him and nodded. “I believe you...” She said. “So you’re gonna come with me.” With that, she hit him again, then wrapped her forelegs around him and took to the air, carrying the winded griffon with her.

~

With a loud grunt, a griffon was knocked unconscious as Mare Do Well’s captive was flung at him unexpectedly. Immediately after, the costumed pegasus flew straight at a second guard, slamming him into the hotel wall and bashing him several times with her hoof till he, too, was out for the count.

The windows to the top floor had been barred up, so she’d have to handle things the old-fashioned way. Sliding her mask up and grabbing a grenade belt off of one of the griffon guards with her teeth and taking one last look at her handiwork with some satisfaction, Mare Do Well pushed open the doors and went inside. Several griffons were lounging inside the lobby, their heads all turned as one in surprise as Mare Do Well entered, but before they could stand, the superheroine gave a quick jerk with her head, shaking the pins loose of the grenade belt she carried and flung it at them, jumping behind the door she’d come through immediately after. The explosives went off seconds later, and Rainbow Dash smirked as she slid the mask back into place when she heard the panicked screams. Re-entering the smoke-filled room, she saw several griffons had been injured or unconscious, others were missing, presumably having fled.

“How’s it going?” She asked, flying past them to the elevator and pressing it on, entering once the doors opened. As soon as she entered, the pegasus flew up, knocking the emergency exit hatch open, and flew straight up the elevator shaft towards her destination.

In seconds, the pegasus made it to the top floor, forelegs folded as she stared at the closed doors, then pushed an emergency button on the side and readied herself. Zipping through the doors the moment they opened wide enough for her to fit through. Ahead was the hallway, the penthouse would be at the end. Reaching the door, she came to a stop, making a soft landing and listened. She could hear angry voices, some of them sounded like chittering. Changelings. The thug she’d interrogated earlier had mentioned another griffon was there too. Time to surprise ‘em.

Kicking open the door, she found Spitfire and Soarin standing over the unconscious griffon and a pair of changelings sprawled on the floor, causing her to cock her head in surprise.

“Oh, good. You’re here! We just handled him! Guess one of the guards told him you were coming.” Soarin said. “Gave us the chance to break free!”

“So, what’s the plan? Where are the others?” Spitfire asked.

“I was told all the Wonderbolts were here…” Mare Do Well said.

“Well they aren’t! When we came to, we were the only ones here.” Spitfire answered.

“I see. Guess they’re at the factory, then.” Mare Do Well replied. “Still, awesome work! I can’t believe I almost thought about leaving you guys during the academy training.” She said.

“Oh really? When would you have thought that?” Spitfire asked. The instant she said that, however, Mare Do Well bucked her in the face, sending her crashing into the wall and falling to the floor. With a slight groan as she fell unconscious, her form shimmered, revealing a changeling underneath. A groaning was also heard inside the closet, and another Soarin tumbled out, sitting up with a dazed look on his face.

“Where—“ The second Soarin muttered. “Whoa!” He shouted, looking at what appeared to be another him, who returned his response with a wicked smile.

The false Soarin’s image shifted as well, revealing another changeling, its evil sneer still in place as it suddenly became a copy of Spitfire. As soon as it did, the two changelings and the griffon laying on the floor stood up, assuming the forms of Fleetfoot and Rapidfire. Two more then emerged from behind the bed, morphing into Surprise and Smokescreen.

“Well, well, looks like you’re out-numbered.” The griffon, whom Mare Do Well remembered being named Skylar said as he snapped his claw and pointed at her and Soarin. “Attack!”

Soarin, feeling invigorated again now that the changeling’s hold over him was lost, charged at the fake Spitfire, attacking with all he had.

“Ow! Stop! Soarin! Please!” The fake Spitfire pleaded, “Why would you do this?” She asked, backed against the wall as his hoof was drawn back. Her eyes flashed green, but it seemed to have no effect on him.

“Easy, because you’re not Spitfire!” He said with a smirk, then swung his hoof forward, knocking the imposter unconscious. The moment she fell to the floor, her form shimmered and rippled, revealing another changeling.

Mare Do Well struggled against the four other imposter Wonderbolts as they attempted to swarm her, but her speed and reflexes kept her out of their reach. They had the Wonderbolts’ looks, but not their talents; they’d proven that much at the show. As she made another move, though, the false Fleetfoot managed a lucky hit, sending Mare Do Well to the floor. As the costumed pegasus rolled over, she saw the imposter grin as it prepared to deliver a blow, only to be knocked aside by Spitfire. The real Spitfire.

“You alright?” She asked, looking down at Mare Do Well, who gave a nod. “Cool, ‘cause I’m seriously ticked off right now at these guys. Any preferences?”

“Just let me have the griffon.” Mare Do Well answered, getting up. “Take out the changelings, the other Wonderbolts’ll wake up once each one that’s been feeding off them’s beaten.”

The false Fleetfoot got back up, rejoining Skylar and the other imposters, and soon the fight resumed. Mare Do Well flew straight at Skylar, who lunged at Mare Do Well in turn. He was weaker then Leo had been, but was faster. Still, nothing she couldn’t handle. Jerking back to avoid his claw swipes, the costumed pegasus thrust her hooves forward, striking at him, he flew straight up, rebounded off the ceiling, and dropped down on her, claws stretched. Mare Do Well weaved to the side to avoid him, the griffon’s claws missed her, but still managed to graze her cape and leaving a tear on the side.

“Hey! I like this outfit!” Mare Do Well protested, using her normal tone and causing Spitfire to turn for a second in surprise and get cuffed by a changeling. Recovering quickly, the Wonderbolt captain returned her attention to her foe and did a spin and a back-kick, sending the next false Wonderbolt’s head jerking to the side with a crack and it fell to the floor, reverting to its original form. Brushing herself off, Spitfire raised an eyebrow, she swore that mare’s voice was familiar.

Was that…?

Immediately, Mare Do Well returned to the offensive, dropping to the floor on Skylar’s back then slamming her hoof into the back of his head, knocking out the griffon as Soarin just finished bringing down two more false Wonderbolts.

~

Skylar groaned, opening his eyes and finding Mare Do Well and the Wonderbolts standing over him.

“If you know what’s good for you, you’ll tell us what you know. What’s Razorbeak up to?”

“What’s it matter?” Skylar asked. “We’ll die anyway!”

“TELL ME!” Mare Do Well demanded, slamming her hoof into his chest.

“Go to Tartarus!” Skylar protested.

“I’ll watch as Spitfire here sends you there a piece at a time if you don’t talk.” Mare Do Well threatened, smashing his left claw with her hoof. The Wonderbolt captain approached with a smirk.

“And I’ll be glad to.” She said, inches from the griffon’s face, causing him to whimper a little. Her glare did more then cow overconfident academy cadets.

“O-okay! Okay! But look, I got appointed just recently, I haven’t been in the loop as long as Leo was. Razorbeak’s got everypony at the weather factory!” Skylar began.

“Yeah, yeah, I already know that. Is that really all you know?” Mare Do Well asked. “Maybe I should let Spitfire take out her frustrations on you.” She mused.

“No! No! No! There’s more! You don’t have much time! Razorbeak’s got a bomb set in the factory! He’s gonna blow it up! Once that happens, it’ll cause all the weather still being stored in there to be released, and a chain reaction will rip Cloudsdale to shreds!” The griffon confessed.

“And then Equestria’s weather goes helter-skelter.” Spitfire concluded.

“Exactly. It’d take nothing short of a miracle from the Princesses to fix that, and even then what’ll it matter? Equestria will be without any stable weather. Win-win situation for Razorbeak.” Skylar added.

“Why’s he doing this?! What’s he got against Equestria?” Mare Do Well demanded. The question had been bugging her this entire time. Nightmare Moon wanted revenge for being banished and forgotten, Discord just lived off the chaos he caused, the changelings wanted to make Canterlot into their own personal banquet, and Sombra wanted his throne back. This didn’t make any sense to her; what did Razorbeak possibly have to gain out of this?

“He never said anything other then settling some score.” Skylar replied.

“So what brought you guys into this? And the changelings?” Spitfire asked sternly.

“We’re just an activist gang from Eagleopolis! He showed up one day, offered us a chance to make a huge impact on Equestria, you know, in the spirit of the Griffon Wars?” He asked, nervousness creeping into his voice as the last part came out. “He paid well! Musta been loaded or got a nice inheritance recently!” The griffon insisted. “And the changelings? Some deal he made before he came to us. Guess he was offering them you guys and anypony who survives this city going down! But I don’t know what he’s after, okay?”

“Guess I’ll have to find out myself.” Mare Do Well said. “Thanks.” With that, Spitfire smirked and gestured for the other Wonderbolts to tie him up.

“So Razorbeak’s gonna blow up the weather factory. Maybe we should get a move-on, Dash.” The Wonderbolt captain said quietly, causing Mare Do Well to pause.

“How did—“ She began.

“Your moves, your speed, not to mention your voice when that griffon tore your costume. Think I can’t remember what my cadets are like? Especially the one who saved my life, saved Soarin's pie, and told me off once?” Spitfire asked with a smirk. “Well let’s go save Cloudsdale.”

Grinning, Mare Do Well and the Wonderbolts spread their wings and with a combined charge, knocked the barred window loose and flew off into the sky, heading towards the weather factory.

~

“Boss!” A griffon thug with a few singed feathers cried out, flying into the storage facility of the weather factory and landing on a catwalk. The costumed griffon standing at the edge turned and glared at him.

“What?” Razorbeak asked.

“Mare Do Well! She’s back!” The griffon said.

“Excuse me?!” Razorbeak demanded, approaching and smacking the griffon in the face with his armored claws and knocking him off his feet.

“I’m telling the truth, boss! Look at my feathers! She broke into the Stargazer, I’m pretty sure she’s freed the Wonderbolts by now!” The griffon explained.

“Then they’ll be on their way here…” The griffon leader snarled, clenching his claws. “So, she decided she didn’t have enough, huh…” He slammed his claw down on an alert button and took up the intercom. “Attention! Mare Do Well and the Wonderbolts are on their way. Engage immediately! They’re NOT going to mess this up when we’re so close to winning! Do what you want to the Wonderbolts, but let me make this clear; Mare Do Well’s mine, got it? Anyone who kills Mare Do Well answers to me!”

The griffon terrorist turned and looked over at the slightly singed messenger. “Well?”

“Boss, I’m not exactly in top shape here, I barely got here as it is so—“ Before he could finish his sentence, Razorbeak took aim and blasted him with a bolt of lightning from the gauntlet.

“Sorry to hear that.” He said coldly, shoving the smoking body off the catwalk and then, wings spread, he departed to prepare for Mare Do Well’s arrival.

Outside, Mare Do Well and the Wonderbolts drew closer to the factory, several griffons emerged, prepared to fight them.

“Dad… everyone… I’m coming.” Rainbow Dash said softly.

Villains

“Griffons coming!” Soarin warned as the factory doors opened and a bunch of griffons spilled out.

“Ready?” Spitfire asked Mare Do Well.

“Like always!” Mare Do Well said.

Picking up speed, the young superheroine and her idols flew straight at the griffon guards to engage them. The griffons spread their claws and prepared for hoof-to-claw and the fight began. The Wonderbolts fought hard, striking with their hooves and weaving about avoiding attacks. The griffons had the advantage in brute strength but the Wonderbolts had speed and skill at their side. Mare Do Well herself moved through the violent melee, remembering the warning about the bomb and attempting to reach the door. A griffon suddenly tacked her from above before she could get to it, sending them both to the cloudy ground. Mare Do Well struggled with him for a moment, grunting as he punched her, but blocking the next blow with her hoof and striking him in the face, causing him to fall off her.

“Come on!” Rainbow Dash called, straightening her hat and taking flight once more. Spitfire and Soarin looked back at their teammates who were still fending off other griffons.

“Don’t worry about us!” Rapidfire said.

“Captain, help free those ponies! We got this!” Fleetfoot shouted with a smirk, decking another griffon.

With a nod, Spitfire gestured for Soarin to follow and they joined the costumed pegasus into the waiting factory.

~

At the entrance, Mare Do Well and the two Wonderbolts captured another griffon, and after a few beatings, he confessed to the ponies being held in the weather storage. Mare Do Well smirked, recalling the first crime she fought in Cloudsdale there, and lead the way, plowing through any resistance.

“Just up ahead!” Mare Do Well shouted, spotting the door to weather storage. Busting out the two griffons guarding it, Mare Do Well pushed the switch, causing the door to open. Entering, she let out a sigh of relief as she looked inside.

There was her dad, the others from the academy, several sky guards, weatherponies, and some civilian ponies who’d not evacuated in time.

“Dashie…?” Blitz mouthed.

“Dad! You’re alright!” Rainbow flew over and gave him a hug while Spitfire and Soarin flew over to chew away the ropes, and soon the pegasi were free. Rainbow slid her mask up and gave her dad a sheepish smile. “I guess I got a lot to explain, huh?” She asked.

“Yeah, kinda. But now’s not really the time. Razorbeak’s already got the bomb set up.” Blitz explained.

“We’re on it, but the Wonderbolts are gonna need a little help dealing with all these griffons.” Soarin answered.

“Well, I think you can count on us for that!” Cloudchaser said with a smirk as she stood up.

“I’m all for it.” Thunderlane said, clapping his forehooves together.

Spitfire grinned. “Now that’s what I’m looking for, cadets. Everypony, let’s all work together here and kick some griffon butt so we can take back this city!”

“YEEAAAHHH!!” the muscular white pegasus next to Cloudchaser shouted with a flex of his foreleg. Invigorated, the captured sky guards and civilians spread their wings as well, ready to fight.

“Dad, any idea where the bomb is? Did any of Razorbeak’s guys say anything about it?” Rainbow Dash asked, sliding the mask back into place.

“One of ‘em said something about it being on the floor above us.” He answered, causing his daughter to shudder. Storm control, storms were made there, and it being right above weather storage, if a bomb took both floors out simultaneously, a chain reaction would follow that’d be catastrophic for Equestria.

“Got it!” The costumed pegasus answered. “I’m gonna go after the bomb and see if I can get it out of the city, you help the others handle the griffons and get the weatherponies together to try to get these storm clouds surrounding the city under control.” She gave her dad another hug. “I love you, dad…” She said, smiling under the mask.

“You make it back, got it?” Blitz asked, managing a smile as he returned the hug but still worrying he may not see his daughter again.

“Aw come on, dad! It’s me, I’ll make it back. Piece of cake!” Rainbow said with a laugh, and she flew off down the halls.

“Well, you heard the superhero. Let’s go!” Blitz said, and with that, the team flew off in the other direction to engage the griffons once more, now with far better odds.

~

Galloping up the stairs, Mare Do Well moved as fast as she could. Storm storage wasn’t too far away, just another catwalk or two, and a left turn and she’d be there. Spreading her wings as she ran to the top of the stairs, the pegasus flew forward, gaining speed. As she made a left turn, two griffons arrived, only to get hoofed and bucked to the ground.

“I REALLY don’t have time, guys!” Mare Do Well hissed, stomping down on one for good measure and moving on. Finally, she reached the door. Taking a few breaths, she hit the switch with her hoof and the doors slid open.

Storm control was a vast chamber, not the size weather storage boasted but still very close. An open space surrounded by several glass tubes that funnelled the clouds and water to mix them together and form rainclouds, and a powerful pair of dynamos that helped make some into thunderstorms stood up above, crackling with electrical energy. At the end of the long bridge was a blinking device, about crate-sized. Standing in front of it, however, facing away from her, was none other then Razorbeak himself.

“I can’t say I’m glad to see you back. I guess some ponies just can’t take getting lost as an answer, can they?” The masked griffon leader mused with a bitter laugh as he suddenly turned, the gauntlet on his claw firing a blast of lightning that struck Mare Do Well dead-on and sent her tumbling backward.

Rainbow Dash grunted in pain, thankful for the durable material of the costume and a pegasus’ heightened resistance to lightning. “Sorry, Razorbeak, but I don’t get lost easily.” She said, getting back up.

“How about we settle for dropping dead then?!” The griffon demanded with a laugh, firing another blast, but this time the pegasus was ready and flew straight up into the air, the bolt of lightning dancing along the wall behind her as she moved to avoid its direction. Razorbeak immediately took to the air and flew straight at her, talons spread as he let out a shriek. Mare Do Well in turn flew right at him, hooves aimed straight out, and the two impacted against one-another. Razorbeak grabbed Mare Do Well’s foreleg with one claw and punched her with the other, the pegasus jerked her head, then raised one hind leg up to kick him off, sending him backward but not loosening his grip, causing them both to falter in the air.

“Pathetic trick like that doesn’t always work, Dash!” Razorbeak snarled, doing a backflip in the air and flinging Mare Do Well towards one of the cloud tubes.

Rainbow Dash flapped her wings as hard as she could, turning herself to slow down and not crash into them. Too much punishment would set their contents loose. Managing to slow down enough, she rebounded off the tube and flew straight back at Razorbeak, who weaved to the side and swing his talons at her, but the mare arced herself in time to avoid having her face clawed off, but in the process her hat was sliced and fell from her head down to the depths below. Guess I got something else to apologize to Rarity for… she thought to herself. If I make it through this…

~

Outside, the Wonderbolts began to fall back as more griffons continued their assault, some of them had begun flinging explosives their way, stopping them from getting closer. “Great, now what?” Rapidfire muttered.

“You say thanks for the cavalry!” Soarin’s voice announced from the factory doors. The griffons turned, dumbfounded when they saw that numbers were no longer vastly in their favor as Soarin, Spitfire, and the freed pegasi all stood at the doors, fighting stances ready.

“Aw feathers…” One griffon said, and the pegasus reinforcements were soon upon them. The other Wonderbolts quickly rejoined the fight, and the griffons struggled to use their grenades to hold them back, only to realize they’d exhausted most of them moments ago and resumed hoof-to-claw. Blitz charged one, knocking him in the chest with his hoof, taking a scratch to his side but ignoring it, rearing backward in the air and slamming his hooves into the griffon’s face and causing him to fall. Spitfire was quickly beset by three griffons, and after bucking one backward, the other two lunged upon her, but Soarin quickly came to her aid, delivering a blow to one and Spitfire having only one left to put her attention on quickly subjected the next griffon to a spinning attack as she swooped around him, then charged him, knocking him into another unsuspecting avian foe.

Lime Jelly and Thunderlane found themselves back to back, two griffons trading blows with them rather evenly before finally getting some quick hits that distracted the thugs for a second. “NOW!” Lime Jelly ordered, interlocking her left foreleg with Thunderlane’s right, and they flapped their wings to do a high-speed spin, kicking the griffons backward before they could counter.

Cloudchaser fell to the cloud surface after a lucky blow from a griffon knocked her from the air. She’d done well till now, and realized she may have been tiring out. The griffon landed before her, sneering as he grabbed her by the neck, raising his free claw back and preparing a finishing blow, when he was suddenly tapped on the shoulder. Turning, the griffon was promptly decked in the face, then headbutted hard by a massive assailant, putting him out for the count.

“YEEEAAAHHH!!!!” The muscular white pegasus standing over the fallen griffon shouted, causing a few other griffons to back off and earning a smirk from Cloudchaser. “Best wingpony ever.” She said, getting back up and preparing to resume the fight.

~

Interlocked in battle, Razorbeak and Mare Do Well continued to trade and block eachother’s attacks. Finally, Razorbeak got a hit in, dazing Mare Do Well. While the pegasus attempted to shake it off, however, the griffon terrorist grabbed her by the face and yanked her mask off, then dive-bombed her into the bridge, holding her down.

“Under the mask, you’re still the same pony you always were, Rainbow Dash. Why did you even waste your time and life coming back to try and stop me?!” Razorbeak demanded, leaning in as his eyes narrowed hatefully at the pegasus.

“If you can’t figure that out, then you don’t know me nearly as well as you think!” Rainbow Dash answered, turning her head and biting Razorbeak’s foreleg. The griffon cried out in pain, and the distraction allowed Rainbow Dash the chance to buck him in the chest, sending him off her and tumbling across the bridge.

The griffon began to stand, but before he could, he was immediately knocked down again by the now-airborne Rainbow Dash, who immediately pinned him against the wall with one hoof then hit him repeatedly in the face with her other.

“What in Tartarus is your problem, anyway, Razorbeak?! What’s your deal with Equestria? Why go through all this?!” She demanded, hitting him over and over again, causing the mask to fracture and dent up. Finally, one well-placed, fully-powered strike smashed the mask in, and the pegasus grabbed him with her forelegs and did an airspin, sending him tumbling again.

The griffon shook, but he was laughing.

“You really wanna know, Rainbow Dash?” The griffon asked, laughing louder. His voice, however, sounded different, due to the damage the mask had sustained it seemed to frequently be changing between the low, gravelly tone Rainbow Dash was used to hearing from him, and a higher, slightly raspy one that sounded vaguely familiar to her. The griffon reached behind his mask, pulling something loose, and then dug his claws under the neckline, pulling it off and flinging it to the side. Rainbow Dash’s eyes widened in horror when she saw the face of the unmasked Razorbeak.

“GILDA?!”

The griffoness let out a sinister laugh. “Well, the heroes usually create their own worst enemies, don’t they, Dash?” She asked, spreading her wings and taking to the air, now at the same altitude as Rainbow was. “I’m surprised you even remember me, after how quickly you decided to trade up for those lame ponies!” She explained, her eyes wide with a crazed glee. “You can still apologize for humiliating and betraying me, if you want… not that it’s gonna do you any good, It’ll just be so much sweeter knowing you were sorry when I kill you!”

As soon as the words left her mouth, Gilda charged right at Rainbow Dash, faster and more erratic then before, slashing with her claws and even whipping her tail at her. Rainbow Dash struggled to avoid the attacks, but the fatigue from the fights and the shock that her own former best friend had been masterminding this plot was already a lot to take in.

“I’ve been wanting to make you suffer for the longest time! You being Mare Do Well was just a huge perk.” Gilda shouted, grabbing Rainbow Dash’s cape, then turning in the air to fling her into a wall, then flew right at her. “So when my dad croaked and left me a nice inheritance, I used it to make up an alter-ego who could pay off and talk a buncha wannabe activist griffons looking for a little fame into helping out.” She explained as she hovered in the air, watching Rainbow Dash slide down to the bridge floor. “The changelings, well, after some last blown attempt to get a little love, they were getting pretty desperate. Promised I’d bring them the Wonderbolts and anypony who survived Cloudsdale getting destroyed! I wanted to bring your home city down so you’d spend the rest of your life feeling the worst kind of failure imaginable, one you’d NEVER live with yourself over. Which reminds me…” She reached into the pouch of her belt and drew out a small device, pressing a switch on it. Suddenly, the bomb at the end of the bridge began to tick. “Tick tock, Dash. Gonna quit and split, or spend the last few minutes you got left accepting a little failure as the sky falls?” The griffoness asked.

Rainbow Dash stood up, glaring. “Gilda, don’t you remember one of the biggest things about me?” She asked.

“What, your lame little loyalty thing? Not that I remember you showing it towards me!” Gilda sneered.

“No, Gilda. That I. HATE. LOSING!” Rainbow Dash shouted, flying straight at Gilda, striking her in the chest and causing enough impact for her to crash into the wall and fall from the bridge. Soon as Gilda started falling, Rainbow Dash then rushed straight to the bomb, scooping it up in her forehooves and flying up towards a skyroof, busting through it.

~

Outside, the pegasi exchanged hoofbumps, standing over the defeated griffons.

“Great job, everypony. We all okay?” Spitfire asked. A few of them looked worse for wear, but otherwise good. “Alright, wonderbolts and weatherponies, come with me, we’re gonna deal with these storm clouds. Everypony else, get these griffons tied up.”

“Sure thing.” A guard said as the weatherponies, the wonderbolts, and cadets took to the air again.

Out of the corner of his eye, Blitz noticed a figure up on the massive globe that was part of the weather factory’s roof…

~

Rainbow Dash took a moment, laying the bomb beside her on the globetop while she took a few breaths. The storm clouds swirled about but seemed to be showing signs of weakening. Looking about, she noticed the Wonderbolts and the weatherponies had already started working on breaking down the storm, it’d make getting this thing out of here way easier. Glancing at the clock on the bomb, she saw it had only a minute left. “Great… just what I needed to see…”

As she prepared to grab up the bomb again, however, a blast of lightning surged down, barely missing her.

“Going somewhere, Dash?” Gilda taunted, hovering in the air as she raised up her claw, electricity crackling around the gauntlet she wore, then swooped down, flying around the pegasus and causing a brief cyclone that caused Rainbow to spin and fall on her face. Just as she attempted to stand, the griffoness backhanded her hard, sending her tumbling backward. Laughing and looking over at the bomb that now rested between them, Gilda approached, a murderous gleam in her eyes as she drew closer. “Not a lotta time, wanna go out with a bang together?” She asked.

Rainbow Dash got back up, the bomb stood between her and the griffoness. One last idea came to her. It was crazy, possibly going to cost both their lives, but it just might work.

“Sounds good to me!” Rainbow Dash said, her cocky smile back as she suddenly flew full-force at the bomb, then collided into Gilda before she could even react, and soon all three were flying from the roof at high speed. Gilda struggled, but the force of Rainbow’s air-speed velocity made it impossible to move around it to get to Rainbow Dash.

“Dash! Are you crazy?! You’ll kill us both!” The griffoness protested.

“If that’s what it takes to save everypony…” Rainbow said, picking up speed as they flew through the dying storm clouds, and out into the open sky. Color and light slowly began to swirl around the pegasus as Gilda’s eyes widened, looking at the clock as its final few seconds began to tick down. Reaching around, the griffoness aimed her claw at Rainbow Dash, charging up electrical energy for one last, desperate attack as the last three seconds passed.

The sonic rainboom and the explosion that accompanied it could be seen by everypony in Manehattan and Cloudsdale.

~

“Dashie!” Blitz cried out, immediately flying from the clouds as they finished dissolving apart and towards where the explosion had gone off as fast as he could, he could see a shape get blown into the air by the shock of the explosion and began to fall towards the sea. Come on wings… he said to himself, moving faster and faster as he sped towards his falling daughter. Fastest weatherpony in Cloudsdale, he would not fail, not when his daughter, who had saved them all, now needed to be saved. Not this time.

Rainbow Dash’s fall came to an abrupt halt as she fell into her father’s forelegs, barely avoiding missing her. Slowing down and hovering in the air, cradling his pride and joy, Blitz looked down at his unconscious daughter. “Dashie… I’m so proud of you…” He said softly, Rainbow Dash barely breathing, but still clinging to life as her father flew her towards Manehattan.

Author's Note

Final Chapter coming soon, everyone! Thanks for making it this far!

Resolution

“Rainbow Dash! Wake up! Come on, Rainbow Dash!” a familiar filly’s voice pleaded as the fuzziness faded revealing its owner’s anxious face when the pegasus opened her eyes.

“Scootaloo? What…” Rainbow asked, rubbing the back of her head and realizing she had bandages over her hoof, and on her body.

“You’re alright!” Scootaloo said with a laugh and hovering in the air for a few seconds before dropping to the floor.

“Where am I…” Rainbow Dash wondered, looking around and groaning. “Oh no, am I in the hospital again or did I just dream saving Cloudsdale?” she asked, panicking.

“No dream, Rainbow Dash. Your dad here caught you after the explosion. The sonic rainboom must have shielded you from most of it. Razorbeak didn’t have that luxury,” Spitfire said, walking over to her side. “You’re a pretty amazing pony, or possibly the craziest,” she said with a smirk.

“Heh, I think I prefer ‘amazing’ over 'crazy', thanks,” Rainbow replied, looking around and seeing Spitfire, Scootaloo, her father, and friends all present.

“Good to hear ya soundin’ like your old self, sugarcube,” Applejack commented. “Ya been out for practically a day, they had ta fix a rib or two ta boot,” she gestured to Rainbow’s belly, where some bandages were.

“Hope you get a speedy recovery, Rainbow! Don’t wanna miss the hero party I got planned when we get back home!” Pinkie Pie said with a grin.

“And Tank’ll be so happy to see you back,” Fluttershy said. “Spike took over on watching him while I’m here.”

“Good, I miss the little guy, I can’t wait to tell him all about this,” the young athlete replied. “Any way you can heal me up now, Twi?” Rainbow asked.

“Sorry, Rainbow. I can take care of some of the bruises but the fractures are just gonna need time,” Twilight answered, her horn glowing and a few of the injuries faded.

“Well, I guess I could use a real rest anyway, last two times were kinda forced on me,” the pegasus said with an embarrassed laugh. “So what exactly happened after the explosion? Are the griffons dealt with? How’s Cloudsdale?”

“Cloudsdale’s safe. A lot of cleanup's left to do but the city in the sky still stands proud,” Blitz explained, coming to the other side of the bed. “No sign of Razorbeak, though.”

“Dead,” Rainbow Dash muttered, realization sinking in. “She’s dead…” The last thing she remembered seeing was the look of horror on Gilda’s face before she was engulfed in the explosion.

“She?” Blitz asked.

“Razorbeak… it was Gilda all along.”

“Beg you’re pardon?!” Rarity asked. “That uncouth brat of a griffon was behind all this? Why whatever for?”

“Revenge. She wanted revenge for on me for ending our friendship after she humiliated herself at that party,” Rainbow explained.

“I know she was a rude, selfish bully but I wouldn’t have expected it’d escalate into that,” Twilight said. ” It’s not your fault, though, Rainbow. You couldn't have known.”

“Maybe you’re right… but still, maybe if I had at least tried to talk to her after the whole thing with the party, she might have… I dunno… had reason to think twice about how she acted back then,” Rainbow replied.

“Ya sure she woulda listened?” Applejack asked. “From what ah saw, it looked like she didn’t want any friends if they couldn’t be on her terms. She didn’t want anypony around her that wasn’t suitin' her ego an' not only does it sound like it never occurred to her she brought it on herself, but she chose her own pride over stayin' friends when ya called out on it. It ain't an easy thing ta say, but ah doubt there was anything ya coulda done. Ya just need to be glad ya stopped her from hurtin’ anypony else.”

Rainbow Dash sighed and nodded. It hurt to see the griffoness show her true colors at that party, it hurt to end their friendship, but seeing what Gilda had turned into in the time that followed had hurt far more, and even the assurance from her friends didn’t completely erase the guilt. Blitz came over and gave his daughter a hug, joined after by Scootaloo. After a few seconds, Rainbow Dash smiled and returned it.

“Well, I need to go meet up with the others again before we head back to Canterlot,” Spitfire said at last as she glanced at the clock and began heading to the door, but paused and looked back at Rainbow Dash. “I’ll see you when the Academy starts up again. After all you did, I don’t want you doubting you can handle anything we throw at you, got it?” she asked with a smirk, earning a nod from the other pegasus.

“Yes, ma’am!” Rainbow answered, managing a weak salute despite her injuries. Returning the salute, the Wonderbolt captain departed. Blitz looked up at the clock as well.

“And I need to head back up to Cloudsdale to help with repairs. Scootaloo, I’ll give you a lift back up, your grandparents are fine and I told them I’d bring you back safe,” he said.

“Aw, okay,” Scootaloo said, giving Rainbow Dash one last hug and followed him out the door. “Seeya when I’m back in Ponyville, Rainbow!” she said, looking back at her hero on the way out, and Blitz pat her on the shoulder and looked back at his daughter as well.

“I’m very proud of you, Rainbow Dash. And I know your mom would be too,” he said.

“Thanks Dad,” the pegasus answered with a blush as her dad left with the orange filly to return to Cloudsdale. After a moment of silence, Rarity spoke up.

“Now that the crisis has been averted, I believe somepony still owes us an explanation for stealing my costume to go gallivanting about as a superhero,” she said. “What exactly got you into all this in the first place?”

“What’s that word even mean?” Rainbow Dash asked. “Well, whatever it means, I’m sure it wasn’t why I did it. Look, I’m sorry about having kept all this from you, I wanted to be a hero again, to be able to help ponies when they were in trouble. And after what happened last time, I got so full of it, thanks to seeing all these posters of me, ponies wanting autographs, fanclubs and stuff. I felt all on top like I’d proven everypony who made fun of me growing up totally wrong about me and I couldn’t get enough of it,” she said with a sigh. She remembered how she had acted like it was show, or a game, regardless of what and who was at stake.

“Mare Do Well taught me a lesson about what a real hero is, and I thought about how you said real heroes don’t brag, and shouldn’t expect anything in return…” she explained, her friends nodding and listening. “Well, I started having dreams about that moment, and couldn’t stop thinking about it. I was telling Twi earlier that I realized I wanted to be a hero again but didn’t want to end up like I did. I wanted to help ponies and not get caught up in all the glory again. So, I thought if I could hide behind a mask and costume, then Mare Do Well could make me a worthwhile hero.”

“Rainbow, have you noticed how you handled what we all told you?” Twilight asked. “You’ve learned how to be. Mare Do Well isn’t what makes you a worthwhile hero. It’s you that makes Mare Do Well a worthwhile hero. You’re loyal, you were very brave—‘

“And awesome. I mean come on, I almost died up there!” Rainbow added in with a smirk.

“Well, you risked your life to save Cloudsdale, so I can go with that too,” Twilight said with a chuckle. “I think Princess Celestia could use a letter from you on all of that.”

“Yeah, yeah, when I’m back home, I’ll swing by the library and get it done,” Rainbow said.

“Duly noted, Rainbow. We’re gonna head back now, we’ll see you when you get back to Ponyville,” Twilight said as she and the others headed to the door. Laying back, Rainbow Dash smiled, a sense of real accomplishment in her life as she, for the first time in a while, drifted peacefully off to sleep.

~

“Rainbow Dash? Again with the surprise visits. Next time you want any of my old outfits, just ask… except for that dreadful thing you had me make you with that ridiculous helmet. I burned those immediately after that disaster of a show!” Rarity said, cringing at the mere memory of those hideous abominations her friends had made her design them.

“You said they got stolen by gizmonks…” Rainbow said.

“Oh! Did I? Silly me, my memory these days!” Rarity said with a nervous laugh. “So, what brings you back here?” the unicorn asked, eager to change subjects.

“Well, it’s about the costume. I brought it back with me but I want to keep it,” Rainbow Dash explained.

“What would you need it for? Are you planning to wear it again?” Rarity asked. “Not that it’d do you much good, the hat and mask weren’t on you when your dad brought you in…”

“He mailed them to me yesterday. Found ‘em in the factory. The hat’s a bit of a wreck but the rest is mostly fine, a few repairs is all.” Rainbow Dash replied, opening her saddlebag and removing the costume and Rarity floated it up with her magic, looking slightly put off by the damage it had sustained. “Anyway, I learned a lot more then I expected, and I wanna keep it as a reminder.”

“Are you sure, Rainbow Dash?” Rarity asked, leaning in with a skeptical look.

“My identity’s not totally secret anymore anyway. Maybe if Equestria needs Mare Do Well again I’ll think about wearing it again, but for now, I got a lotta other things I wanna do with my life, you know,” she said, rubbing the back of her head nervously.

“I suppose I can work with that,” Rarity answered. “It’ll be fixed by tomorrow. In the meantime, you may want to get ready for that party Pinkie had planned for you. Enjoy a little appreciation, you’ve earned it. Just don’t let it go to your head.”

“Oh, I won’t, Rarity,” The pegasus said with a laugh. “And yeah, I probably should get ready. I’ll catchya later.”

~

Dear Princess Celestia,

Where can I start? There’s so much to say and I’m not the best with words!

Pinkie’s party was great, nothing too big; just the girls, Scootaloo, and my dad even was there, wanting me to tell them all about my adventures as Mare Do Well.

When I wore the costume, I felt awesome. When I saved lives in it, I felt more awesome then ever. It wasn’t a game, or a show to play. My life was just as much in danger as those I protected, and it gave me a new perspective on it. Being a hero is about helping others, carrying the weight and responsibility of being there when they need you most, helping the helpless and all that stuff… and sometimes having to make tough choices to protect those you care about even if it means risking your own life. Things the Bearer of Loyalty should be all about.

Cloudsdale is doing well, I’m sure you’ve heard. My dad’s sent me letters on progress; the weatherponies have repaired the factory, and the city’s been cleaned up. I heard the Wonderbolts had helped deliver the griffon terrorists that got rounded up, some had retreated and fled Cloudsdale. I also heard while most of them are dead, one of the changelings remains unaccounted for, and they never found the body of that griffon boss Leo that I took down right before my first run-in with Gilda. They better have the sense not to try anything again if either of them is still alive!

Gilda… I still think about her sometimes. In the end I can’t help but feel bad for her, like I should have been a better friend and help her realize the mistakes she made before she got worse; but at the same time, I wonder if my friends… my real friends… are right, that she couldn’t understand what friendship really was outside of her own terms and I wouldn’t have been able to change her even if I did things differently back when we fell out with eachother. What’s your opinion on it? Did I do the right thing, or did I help make her into a monster?

I don’t know what’ll happen in the future. I’m gonna be returning to the Wonderbolts Academy soon, training to live my lifelong dream! I keep the Mare Do Well costume in a box under my bed; a reminder of all I learned, and everything I did. If the world ever calls to Mare Do Well again, maybe I’ll answer, but for now, I’ve got my life ahead of me and I’m gonna make the most of it with all I learned until that time comes.

Your faithful subject,

Rainbow Dash

Author's Note

Thank you everyone who has read this! Hope you enjoyed it as much as I did writing it. Support the show, it's creators, and the fourth season, whenever it may show itself...