Sounds of chatter from down below wrenched Rainbow Dash from a shallow sleep. That meant two things. One: her mid-morning nap had become an afternoon nap. Unsurprising, since they often stretched well into the evening.

And two: Her cloud had drifted to the surface, or at least, close enough to the surface that noisy earth ponies could wake her up. Also unsurprising. That happened a lot. That was easy for any pegasus to fix; just hug the cloud you're sleeping on and beat your wings until you float to a good height. But that sounded like work. Rainbow was [i]not [/i]about that life.

So, grumbling, Rainbow went with plan B. She dug her hooves into the poofy surface of the cloud, wadded up the cottony stuff into soft, sizable lumps, and stuffed them into her ears. Then she buried her face into the cloud again, clenched her eyes shut, and ordered herself to [i]sleep.[/i]

It did nothing to drown out the voices – two of 'em, fillies' voices, shrill and sharp – down below.

"'Not a loser,' she says. Do you buy that, D.T.?"

"As if! She probably thinks we're stupid enough to believe anything she says." 

A third voice – raspy, like broken eggshells – protested. "I didn't say that! I wouldn't – I'm not picking on you, so why do you gotta pick on––"

The shrill fillies laughed together. "I think we offended her, Spoon."

"Well, that's just what she deserves, D.T., for talking the way she does about other ponies. Callin' 'em dumb right to their faces."

"[i]We [/i]are honor roll students. [i]You [/i]are a blank-flank who[i] [/i]can barely spell her own name. So you got no right to talk about us like that."

"Can't fly, can't spell, can't even get a cutie mark – no wonder you're all by yourself on a day like this. You're even too lame for those blank flank friends of yours."

They broke into laughter again, grating against Rainbow's eardrums. She clenched her teeth tight, squeezed her eyes shut tighter, flattened her ears against her skull and pressed her hooves down against them. Nothing drowned it out.

Finally, she shoved her head through the bottom of her cloud and glared down at the trio of fillies below. One of them, she recognized as one of Apple Bloom's little friends – Scoodle, or Toodleoo, or something. They'd hooked up recently, along with Rarity's little sister, uh... Sweaty Socks. Yeah, that was it.

The other two were circling Toodleoo like a pair of sharks, heads tossed back and shrieking their shrieky little laughs. Rainbow had no clue who they were, but they were getting on her nerves, with their talking and their laughter and their voices like talons on a chalkboard.

So Rainbow sucked in a breath, and shouted to shut them up.

"[i]HEY.[/i]"

Immediately, the noisy fillies shut up and darted back, lining up behind Noodlestew. They beamed, baring blindingly white, obnoxiously perfect teeth, so bright that Rainbow had to squint. 

The third one just gaped, bug-eyed.

"Would you keep a lid on it down there?" Rainbow snapped. "Some of us are trying to nap!"

"Sorry, Rainbow Dash!" chirped one of the fillies – the pink one with the little crown thingy on her head. "Sorry to wake you up."

"[i]So [/i]sorry," her silver-haired friend agreed. "We'll try and turn it down a skosh."

"Uh-huh." Rainbow dug her hooves into her ears, picking out the now-waxy lumps of cloud – they hadn't been working, anyway. "What're you even up to?"

"Nothin'!" said the silvery filly. "Nothin' serious. Just joshin'."

"Horsing around," said Crown Thingy. She laughed nervously. "Get it? Horsin'?"

"'Cuz we're ponies," Silvery blurted. "And, like, technically, [i]everything [/i]we do is horse––" 

"Don't explain the joke, Spoon," Crown Thingy snapped. To Rainbow, she directed another beatific smile – even her teeth seemed to shine brighter. "But, yeah, we're just playing."

They nodded in unison. Foodlebrew glanced back at them, then at Rainbow, mouth skewed in disbelief.

Rainbow narrowed her eyes. "Doesn't sound like you're joshin' and horsin' around. Sounds more like you're picking on... uh, her." 

She waved vaguely at Toodles.

"Well, we're not!" Crown Thingy whined. "We're just playing – honest, we are. It's all in good fun!"

"And even if it wasn't," Spoon said, a smug grin slithering across her face. "What'cha gonna do? You're not my mom. You're not [i]her [/i]mom. You're [i]nopony's [/i]mom."

"I could always just [i]tell [/i]your mom what you're up to."

The look Crown Thingy gave Rainbow could've curdled milk. It certainly curdled the look on Spoon's face when she saw it. Rainbow wondered whether the filly was madder at her friend, for blurting things out so stupidly, or at Rainbow for threatening to tattle.

Crown Thingy finally snorted and gave her head a toss, skewing the crown on her head so it dangled diagonally off the side of her mane. She didn't seem to notice, though. "Whatever; this is boring, anyway. Let's go, Silver Spoon."

She trotted away, Spoon following helplessly behind her. "Did I say something wrong? Diamond Tiara? Do, uh... do you wanna do the thing? 'Bump, bump, sugar lump, rump?'

"No, Silver Spoon. I do not want to do 'bump, bump, sugar lump, rump.' Possibly ever again."

Spoon froze, gasping, and galloped after her friend, pleading and babbling for forgiveness.

Noodles just sat, alone and lost, watching the two of them leave.

That name that Spoony called after Crown Thingy – Diamond Tiara – jarred a loose memory in Rainbow's head. She seized on it before it could tumble away. Apple Bloom, freaking out over needing to impress somepony, needing a cutie mark for a party. For Diamond Tiara.

[i]"Raaaaaiiiiiiight Naaaaayooooow![/i]"

Rainbow snickered – those words in that voice were silly – and sighed. The filly looked unhappy, she was friends with Apple Bloom, and Apple Bloom was a cool kid, and her best friend's sister, too, which meant [i]this [/i]kid was probably pretty cool too, and there were only a few degrees of separation between them...

...and she wasn't getting back to sleep at this rate.

Rainbow plunged through the cloud, alighting gently on all fours like a cat that could break the speed of sound and looked hot in formalwear. "You okay, squirt?"

Toodles snapped her neck around to look at Rainbow Dash. Her mouth hung open, and she stammered before responding. "Yeah. Uh. Thanks for... y'know, yeah. What you did, and stuff."

"Ah, they were tickin' me off. Good riddance." And a good thing neither of them called her bluff about tattling to their parents. They might've known Rainbow Dash by name – who didn't? – but it wasn't as if that was mutual. "I know you, don't I? You're Apple Bloom's friend, uh..."

The girl waited with anticipation – her tail even swished a bit. Rainbow started to sweat, and hoped the girl didn't notice. What the heck was she supposed to call her? She couldn't just stick with similar names, like Toodles and Noodles and Spoonleflu, not after all that.

[i]C'mon, [/i]she thought, [i]it starts with an S... has an "oo" in it... uh... [/i]

"...Scooter?"

The girl's ears flattened against her head, and her tail flopped limply. "[i]Scootaloo.[/i]"

"Right! Yeah, that – that was on the tip of my tongue." Rainbow chuckled nervously. "'Scooter,' 'Scootaloo.' Hey, I was close. Right?"

Scootaloo's eyes were half-lidded, lips pulled down. She shrugged, mumbled an affirmative, and turned to trudge away.

Rainbow bit her lip, watching her retreat. She glanced back at her cloudy perch, so fluffy, so soft...

[i]...Well, I should probably get up anyway. It's probably, like... two. At least. [/i]

She fluttered forward to catch up with Scootaloo, landed, and followed her abreast at a slow trot – the filly's legs weren't long enough to make Rainbow move any faster. "What're you up to, anyway, out here by yourself? Shouldn't you be hanging out with Apple Bloom and... uh... the other one?"

"[i]Sweetie Belle,[/i]" said Scootaloo tersely.[i] [/i]"You're not great with names, huh?"

"Ah, names, dates, numbers... facts... letters. Words. Egghead stuff. Good at everything else, though, pretty much." Rainbow fluffed her wings and grinned. "So, where're your friends?"

"Do [i]you [/i]spend all [i]your [/i]time around [i]your [/i]best friends?"

Rainbow paused, tilting her head thoughtfully. "I mean... [i]kinda[/i]? Lately, anyway."

"Well, I don't. I had other stuff to do today. 'N so did they. Apparently."

"Stuff like what?"

"Hmm?" Scootaloo paused, mid-step, and turned to look at Rainbow. "Whose stuff? Their stuff?"

"[i]Your [/i]stuff. Why would I ask about their stuff?"

"I don't know, why would you sleep until three-thirty PM on a cloud ten feet off the ground? I can't live your life; I don't know what goes on in your brain!"

"...That late, huh?" Rainbow whistled softly. "Dang. I was [i]way [/i]off."

Scootaloo's head titled. Her eyelids twitched and spasmed. Her mouth slipped open and closed; her muzzle scrunched up. She looked like she was about to sneeze, but instead, she made a guttural sound that went something like "[i]g[/i]y[i]eurgh,[/i]" while a full-body shudder rippled through her. 

Rainbow frowned. "I don't know what that means."

"It means..." Scootaloo plopped her rump on the ground and rubbed her temples. "It means, this isn't what I thought you'd be like if I talked to you."

Rainbow puffed herself up again, smirking. "I defy expectation, it's true."

"Spectacularly." Scootaloo massaged her head for a moment, breathing slowly. "I, uh..."

She mumbled something. Rainbow cocked an ear toward her, leaning closer. "Come again?"

"...I don't have any stuff today. The other girls do. I don't. Apple Bloom has farm chores. Sweetie Belle's, I don't know, helping Rarity wash her cat? Something like that?"

Rainbow nodded sagely. "Yeah. Yeah, Rarity has a cat."

"So I went off to find something to do, and got bupkis." Scootaloo's forehead furrowed. "Actually, that's not true. I found Diamond Tiara and Silver Spoon."

"Found me, too."

"For all the good that does me." The filly peeked up at Rainbow Dash. "You're really weird."

"I don't see how, but whatever. Fillies never understand grown-ups." Rainbow crept toward Scootaloo and sat down beside her. "They were bugging you about your cutie mark, right?"


"I don't [i]have [/i]a cutie mark," Scootaloo snapped.

"Yeah, 's what I meant."

"And it wasn't just that. It was... it was everything. Everything about me. I'm not smart, I can't fly, I can't even go fast without my scooter. What kind of pegasus am I, anyway, riding around on that thing? Nopony ever looked cool riding around on a stupid––"

Her voice broke, and she clammed up, tilting her head away from Rainbow. She sniffled, shoulders shaking.

"Allergy season," Rainbow muttered. "Wish we could do something about the pollen, and stuff. Sorry."

To her surprise, Scootaloo giggled – what was funny about that?

"I don't know if you're gonna understand this," Scootaloo said, slowly. "But like. Everypony's always telling me to be patient, keep trying, never give up – all that inspirational stuff – and sooner or later, I'll find my special talent, I'll get my cutie mark, and I'll be, you know. Awesome."

"That's how that works, yeah," said Rainbow.

"But..." Scootaloo wiped at her eyes and looked at Rainbow – they were red and puffy. Allergies must've really been kicking her butt. "What if Diamond Tiara and Silver Spoon are right? I'm really [i]not [/i]good at anything, and I can't see myself getting good at anything, ever. Me and Apple Bloom and Sweetie Belle, we keep trying together, and we keep trying by ourselves, but nothing ever works. And what if... what if that's just how it's gonna be forever, for the rest of my life?"

A cloud passed by overhead, darkening their spot of grass. Rainbow glanced up at it, squinting – she couldn't tell if it was hers. Too indistinct.

"Why do you think I wouldn't understand that?"

"'Cuz you're so good at so many things," Scootaloo sighed. "There's no way you had this much trouble when you were my age."

"I mean... Kind of. A little bit." Rainbow shuffled her wings, suddenly feeling a surge of awkwardness. "I was always pretty fast, pretty good at flying, but it took me a long time to get good at [i]trick[/i] flying – like, really good. I broke a lot of windows before I broke the sound barrier. Other kids in Cloudsdale, kids who were better fliers than me, used to pick on me for it."

Scootaloo gasped – actually gasped. "You got picked on? [i]You[/i]?"

"Yeah, by these three meatheads. 'Course, I grew up and saved the world, and they're muckin' rainbows for eight bits an hour, so... who's laughing now, huh?" Rainbow flashed a winning smile. "See, that's what you do – you grow up, get awesome, and then you go back and show your bullies how much better you are at literally [i]everything [/i]than they are."

"Unless I never get good at anything. So, we're right back where we started." Scootaloo sighed, gesturing apathetically with her hoof. "I don't want to be [i]the best [/i]at [i]everything[/i], Rainbow Dash. I just want to be [i]good [/i]at [i]something.[/i]"

Rainbow's smile drooped and faded. Stymied, she looked away from Scootaloo. "I wish I knew what to tell you, squirt. I really..."

She trailed off as the cloud blocking the sun drifted away, and the spot where they sat brightened again. Sunlight, warm and heavy, shone down on Rainbow's eyes, and she had to squint until she could readjust. Craning her head back, she stared into the sky – not at the sun, because what was she, dumb? – almost losing herself in the bright blue...

[i]...Oh. Hey, now there's a thought. [/i]

Rainbow hopped to all fours, quickly enough to startle Scootaloo. "Hey. You said you couldn't fly, right?"

"Yeah," Scootaloo said, pulling back warily. "I mean, if I flap my wings hard enough, I can sorta... flutter... but I can't [i]fly, [/i]per se.

"So... you've never been flying before, right?"

"Obviously. What's your point?" She eyed Rainbow up and down. "Why are you looking at me like..."

She looked into the sky, squinted at the sun. Gradually, Rainbow's idea broke upon Scootaloo, and her eyes widened as she snapped her gaze back to the older mare. "You want to take me up [i]there[/i]?"

"Only if you wanna." Adrenaline was starting to circulate through Rainbow; she had to stop, breathe, herself down, before her heart raced too far ahead of her common sense. "I can't solve your flying problem right away, and I can't get you your cutie mark – I couldn't get Apple Bloom hers, so I probably couldn't get you yours. But maybe I can at least, you know... give you an idea of what it's like up there." 

Scootaloo blinked. "Well, I just met you, and you're... weird... but..."

"Buuuuut?" Rainbow waggled her eyebrows.

"...Buck it." Scootaloo, smiling guardedly, stepped onto all fours. "If you crash, and break all my bones, at least I don't gotta go to school."

"C'mon, me? Crash?" Rainbow chuckled, ruffling Scootaloo's mane. "I don't do that anymore, kiddo."

[i]Practically ever. Mostly.[/i]

With a few quick strokes of her wings, Rainbow took to the air, hovering over Scootaloo. Her forelegs reached down and encircled the filly, gripping her just behind her elbows. She was light, even for a filly – even for a [i]pegasus [/i]filly. She wouldn't need to exert much to lift her. The added weight probably wouldn't even slow her down all that much.

She was thinking of weight distribution, acceleration, thrust, wind chill. She was perfectly calm, thinking of all of it. Scootaloo, though... her heart was jackhammering. Rainbow could only guess what was on her mind. 

"Let's start off slow," Rainbow muttered. She beat her wings, and they rose, together.

"Oo-ooh," Scootaloo said, when her hooves were inches off the ground. "This... this is..."

"You okay, squirt?"

"Yeah, just..." Seconds ticked by – her heart beat faster. "This is the longest I've ever been off the ground."


Rainbow craned her neck down. "Are you sure you wanna go through with this?"

Scootaloo's heart thundered at a gallop in her chest. She craned her head up, backward, to look at Rainbow Dash. Her eyes were bright, clear. She was smiling.

"Let's fly." Her voice crackled like fireworks.

And Rainbow could think of no reason not to. Powerful strokes of her wings took them up, together, higher than the boughs of the tallest trees in Ponyville. For a few moments, they hovered. Scootaloo swept her gaze across the town below, the thatched roofs and bushy green canopies, and – off in the distance – the pale blue mountains where Canterlot perched.

They hovered, until Scootaloo's heartbeat slowed.

Then Rainbow titled herself forward, and they [i]flew.[/i]

She dove, angling toward a thick straw roof; she pulled up effortlessly, drinking in Scootaloo's delighted peals of laughter. She swept past a second-storey window sill, rustling a dozen windchimes and sending half as many pinwheels spiraling in her wake; the angry chattering of the mare who lived there was lost in the wind whistling past Rainbow's ears. She turned, and banked, and streaked toward the Golden Oak Library. There was a window, thrown open, and a second on the far wall behind it.

Rainbow licked her lips, and held her back legs arrow-straight, as she hugged Scootaloo tight against her barrel. Like a bullet, they shot through the window; Rainbow caught a quick glimpse of Twilight Sparkle, and thought she heard a shouted reprimand, before they emerged from the tree and left it far behind.

The rest was a blur  – every turn, and dive, and loop, and spin, and pirouette, all bled together in a seamless, adrenaline-fueled haze. They slalomed between houses and skimmed at right angles over the brick facades of schoolhouses, the stucco walls of the more to-do manors, and criss-crossed their way through streets and alleys and homes.

And in her hooves, Scootaloo stretched her forelegs ahead, spreading her stubby little wings as wide as they would go. 

Secure in Rainbow Dash's grip, Scootaloo flew, and laughed all the while.

Finally, sharing the sky with nopony but the clouds, Rainbow paused to catch her breath. Off in the distance was Canterlot, and even though Rainbow knew, somehow, that they were nowhere [i]near [/i]high enough, much less close enough... she wanted to think she could reach out and touch the tippiest-top of the tallest spire.

She felt Scootaloo's heartbeat beneath her hooves, and craned her neck down to look at the filly. "How're you doing down there, squirt?

Scootaloo met Rainbow's gaze. Grinning, she panted out [i]something[/i]. Rainbow just had no idea what it could have been.

[i]Me too, kid, [/i]she thought.

"Maybe we oughta take a break, huh?" Rainbow selected a particularly plump and fluffy cloud, sailed toward it, and dropped Scootaloo onto its surface; she landed with an [i]oof [/i]and an adrenaline-soaked laugh.

Beside her, Rainbow landed, smirking. "Good times?"

"The best. [i]The best.[/i]" Scootaloo beamed at Rainbow Dash. "I... that was the most amazing thing I've ever..."

The raw enthusiasm in her voice – the sheer joy of flight. Rainbow was well acquainted with that. She'd flown more times than she could ever hope to count since before she was Scootaloo's age. Not once had it ever lost its luster – the feeling in Scootaloo's voice was the same one Rainbow felt, even then and there, on that cloud.

And then Scootaloo's face started to fall – and then she stared, downcast, at the wispy surface of the cloud.

Rainbow's ear twitched. "What's the matter, kid?"

Scootaloo shook her head. "I can't do this by myself, Rainbow Dash. I just – I'm grateful, I'm [i]so [/i]grateful for today. But now that I've done it, now that I've flown with you, all I can think of is..."

"...What you're missing out on," Rainbow finished.

Scootaloo nodded, timidly. She peered over the edge of the cloud, and gasped softly. "Uh, Rainbow..."


"What?" Curious, Rainbow Dash peeked over the edge...

Rainbow contrails were stitched across Ponyville, through every street and alley and home they'd flown through. Apparently, they'd gone through every window in Golden Oak, because there was a knot of Rainbow cinched tightly around its trunk and boughs.

"Ooooohh... shoot," Rainbow hissed. She rubbed the back of her head sheepishly. "Yeah, maaaaybe I overdid it down there a little."

That was enough to win her a little bit of a smile from Scootaloo. "Gee. You think?"

"Heh, well. Uh. Think of it as a learning experience?" She matched Scootaloo's smile. "Y'know, if you're gonna fly, um... do so responsibly. And try not to annoy your friends and your neighbors in the process."

[i]Twilight's gonna kill me.[/i]

"Learning experience, huh? Was that what this was? A flying lesson?" A guarded sort of hope crept into Scootaloo's eyes. "Think we can do it again sometime?"

Rainbow, caught off guard – she hadn't meant to suggest [i]that [/i]– ran a hoof through her mane. "Well... I dunno, squirt. I'm not sure I'd make such a good teacher. I tried to teach Fluttershy to cheer, once, and it..."

"Oh. Um. Okay." The light left Scootaloo's eyes – and whether she was doing so on purpose or not, she was twisting a knife right into Rainbow Dash's heart. The same impulse that hit her when she was Scootaloo, dejected and alone, hit Rainbow again.

"I mean, I'm not saying [i]no, [/i]exactly. Just, I've never really been a [i]teacher [/i]before. I don't know if I can do all [i]that [/i]for you. But, if you ever want a quick lesson, or some advice, or you just wanna come back up to the clouds for a while, I'm your mare." She paused, smiled slightly, hoped Scootaloo matched it. "What do you say?"

To her delight, Scootaloo smiled back. "How could I say anything but yes?"

"Then it's a deal." Rainbow stood, stretched her legs, and sighed. "Well, I should probably get back down there and start apologizing. You know, again. Great hanging out with you, squirt – you're a pretty cool kid." 

With a final wave, she backflipped off the cloud, and dropped like a meteor. Then her wings snapped open, caught a gust, and Rainbow streaked away.

It took her another moment to realize her mistake and backtrack to the cloud, where a bemused Scootaloo stood, waiting.

"See," Rainbow said, as she fluttered down to the ground with Scootaloo in her hooves. "[i]This [/i]is why you probably want another flying teacher. There're better ponies for that than me."

"Teachers, probably. No better [i]pony [/i]than you, though."

Rainbow Dash's eyes stung. [i]Stupid allergies.[/i]

And as they neared the ground, met by a crowd of decidedly unhappy-looking homeowners, another thought crept into Rainbow's mind. 

[i]I [/i]really [i]hope nopony thinks I tried to kidnap this kid.[/i]