The sun was barely peaking over the horizon, draping the clouds in red and gold, as Scootaloo raced through Ponyville. Her wings buzzed as she hurtled down the road, the wheels of her scooter clacking loudly on the paving stones. So early in the morning, there were few other ponies in the streets that could get in her way, so Scootaloo was free to lose herself in her thoughts. Thoughts were something she had aplenty this morning.

”I can't believe it!” Scootaloo said to herself, “Today I finally get to start learning how to fly with the coolest, most awesome-est pony ever! Rainbow Dash is the best flier in Equestria! I bet she'll be the best teacher in Equestria too!”

As she rocketed down the path to Rainbow Dash's home, she whipped up a flurry of leaves in her wake. The road was more uneven here, and each bump sent her sailing through the air, higher and higher every time. Her wings pumped as fast as they could, driving her scooter ever faster, and with every twist and turn in the road, her anticipation of the day to come grew. Her heart pounded in her chest, eager to reach her destination and finally show Rainbow Dash that she could be everything a little sister should be. She'll be fast. She'll be agile. She'll be cool, and awesome, and radical. She'll be too busy dwelling on what will be that she won't notice that big rock until it is too late...

Scootaloo did notice it, but it was too late. The scooter slammed against the obstacle, and came to an abrupt halt. The filly with the buzzing wings did not come to an abrupt halt, and instead soared over the handlebars. Scootaloo winced and closed her eyes, not wanting to see the ground rush up to meet her, and pumped her wings even harder, trying with all her might to stay airborne. For a brief moment, her heart fluttered. “I did it! I'm flying!” she thought to herself, and opened her eyes to watch herself soar through the air. Instead, Scootaloo hit the grassy earth of the hillside with a thud, bouncing off and rolling head over haunches through the air once more. After a few more painful impacts, Scootaloo was brought to a stop as her helmet clacked off of a mailbox. Dazed, she managed to stagger to her feet, shaking her head furiously to clear it.

“A mailbox? What's a mailbox doing way out here in the middle of nowhere?”

A moment later, after recovering her senses, her heart shot into her mouth once more. She knew exactly where she was. Looking up in the sky, she could see it; like a bronze temple, Rainbow Dash's home in the clouds loomed over her, with fountains sending rainbows trickling into hidden pools. From the ground, much of it was hidden, but it was still an amazing sight for Scootaloo. Having grown up in Ponyville, and never having visited Rainbow Dash before, she'd never seen cloud architecture before. She'd heard about Cloudsdale in school of course, and seen pictures of the city in the sky, but seeing it in person was not something that the flightless pegasus had had the chance to do. Rainbow Dash's house was, of course, much smaller than Cloudsdale, but from where Scootaloo sat, it might have been the size of a mountain. Awe-struck and jaw-dropped, Scootaloo sat speechless as she watched tiny beads of rainbow fall from the edges of the cloud's foundation, evaporating into the air before they hit the ground.

“This,” she whispered, finally managing to breathe, “is going to be the best day ever!”

---

It was well into midmorning when the sunbeams coming through her window had finally crept across Rainbow Dash's face. Wrinkling her nose with a frown, the sleepy pony tried to roll over and go back to sleep, but soon discovered it was hopeless. She was awake. With a grand yawn, Rainbow crawled out of bed, and resigned herself to starting the day. A quick glace in the mirror revealed a mane wild with tangles, mussed by the night's sleep. With a sweep of her hoof, she loosened the tangles, leaving her hair to fall wildly down her neck. “Good enough,” she thought, making her way the the small kitchen of her home. After a quick breakfast of plain oats, she decided to take a quick flight around her home, to blow the persisting drowsiness away. Almost as soon as she took to the air though, she heard a voice calling to her from below.

“Rainbow Dash! Are you ready to start teaching me how to fly?” Scootaloo shouted up from her place beside the mailbox, from where she hadn't moved since her arrival. Rainbow Dash had completely forgotten that she'd agreed to start teaching the excited filly to fly, but wasn't about to admit that. Banking into a dive, she swooped in for a landing. As she touched down in front of Scootaloo, Rainbow struck a confident pose, and smirked to herself as Scootaloo grinned even wider.

“You ready to learn how it's done, squirt?” Rainbow said, putting her arm around Scootaloo's neck.

“Yes!” Scootaloo squealed. It was finally too much excitement, and she started bouncing in circles around Rainbow Dash. “Yes! Yes! Yes! Yes!”

“Okay, okay, hold your horses, we'll get started right away,” Rainbow said, laughing, “First things first, show me what you can do.”

“What do you mean?” Scootaloo asked, no longer bouncing.

“How far you can fly,” Rainbow Dash replied, “I'm not expecting anything awesome; you're not me, after all. I just want to see how far you can go without touching the ground.”

“Ok, you got it Rainbow Dash!” Scootaloo said. The little filly crouched down, stretching her wings, preparing to jump.

“On your mark...” Rainbow said, “Getsetgo!”

Scootaloo sprang up from the ground, and right away her wings started buzzing. As Rainbow watched, Scootaloo began to fly with all the grace and skill of a rock. When she'd hit the ground again, Rainbow could hardly tell whether she's flown at all, or if she'd just jumped ahead. Nevertheless, Scootaloo turned beaming at Rainbow Dash “How did I do? Did I fly? Was I awesome?”

“Uh...yeah...not really Scoots,” Rainbow Dash sighed. The smile melted off of Scootaloo's face. “Well, now we know where to start. We've got a lot of hard work ahead of us if we're going to get you off the ground.”



By lunchtime, Rainbow Dash was starting to lose hope that she could teach Scootaloo anything. The morning had been filled with the most basic of flying drills. Hovering in place should have been an easy one, but Scootaloo could barely stay airborne for six seconds. Gliding was almost as bad; there was almost no difference between Scootaloo's aerodynamics and that of a rock. Rainbow Dash had checked.

“Ok Scoots, let's take a break for lunch,” Rainbow called, just as Scootaloo was struggling with another hovering drill. With a sigh of relief, she sank back to the ground.

“Where are we going to eat?” Scootaloo asked breathlessly. Instead of answering, Rainbow Dash scooped her up and began climbing higher and higher, up to her house of clouds. Scootaloo gasped and started giggling with excitement. “Oh my gosh, I get to see inside Rainbow Dash's house!” she murmured to herself, but Rainbow overheard her and a smug grin spread over her face.

Up in the front walk of her cloud house, Rainbow Dash put Scootaloo down.

“I've never really walked around on clouds before!” Scootaloo said, springing from side to side and pawing at the soft cloud beneath their hooves. “Oh wow! A rainbow pool!” she said, darting to the edge and looking at her reflection in the colourful, rippling surface. “This is the coolest house ever!”

“You know it,” Rainbow Dash shot back, “I am the best, I deserve the best house in Ponyville. Or above Ponyville. Now come on, let's get something to eat. You're going to need your strength for this afternoon.”

“What are we doing this afternoon?” Scootaloo asked eagerly, “Barrel rolls? Loop-de-loops? Are you going to show me how to do a Sonic Rainboom!”

“Uh, no. Wing-ups,” Rainbow said, slightly bemused that Scootaloo thought she could do any of those things. “You need to build up wing strength, so you are going to do one thousand wing-ups.”

“A thousand wing ups?” Scootaloo groaned, “But I want to fly!”

“You can't fly,” Rainbow Dash said, curt and matter of fact. She didn't notice the hurt expression on Scootaloo's face; it was true, so Rainbow Dash never stopped to think that it might hurt her protege’s feelings. “And you'll never be able to fly without building up wing strength. So you're going to do a thousand wing-ups, and I'm going to motivate you. The same way my Dad motivated me.”

“Just like real sisters!” Scootaloo said, but Rainbow wasn't paying attention. She was thinking back to her own early flying lessons.

When she was a young filly, just learning to fly, Rainbow Dash's father had insisted on intense training for his daughter, and never hesitated to correct her when she wasn't doing something just right. Rainbow had memories of many days that had started long before sunrise, and continued long after sunset, with her father throwing challenge after challenge at her. She'd always hated it at the time, having been forced to practice while the other fillies her age played in the clouds, but once she went away to flight school, she had to admit that it had worked. She was faster than all the other fillies her age, and even most of the older ones too. Once she was on her own, Rainbow Dash had decided to take a much less stringent approach to her practising, but had always been able to justify it to herself because she was already the best. “You've got to pay your dues,” her father had always said, and Rainbow Dash could see he was right. She had been forced to work harder at learning the basics than she'd ever had to work for anything else, and it made her the best. It worked for her, and it would work for Scootaloo, too.

Over lunch, Scootaloo and Rainbow Dash talked about flying drills some more, and Rainbow Dash bragged about being the best at her Cloudsdale flight school. Scootaloo was always the best pony to brag to; Applejack and Rarity and the rest of her friends would always roll their eyes or complain when Rainbow Dash started to brag, but Scootaloo would eat it up and ask for more. Rainbow Dash was starting to really like this 'big sister' role.

“Ok, let's get back to work,” Rainbow dash said through her last mouthful of oats, “One thousand wing-ups in the yard, go!”

“Yes ma'am!” Scootaloo shouted, before running into the yard. Beside the rainbow pool, Scootaloo dropped down and started doing her thousand wing-ups.

“No!” Rainbow Dash shouted, almost causing Scootaloo to jump into the pool in shock, “Keep your front hooves off the ground! It's wing-ups, not hoof-ups!”

Scootaloo was shocked at the new attitude Rainbow Dash was taking. She was scowling, and serious, and she seemed kind of mean. But she was still the best flier in Equestria, so she must know what to talk about. Carefully, Scootaloo stuck her front hooves out in front of her, and pressed her wings into the soft cloud beneath her, using them to life her body into the air.

“Better. That's one,” Rainbow Dash muttered, walking in circles around her. Scootaloo gritted her teeth, and kept pushing.

At fourty-six, her wings gave out and she crashed into the cloud. Rainbow Dash wasted no time correcting her.

“Did I say you could stop?! Get back up on those wings! You're only at fourty-six. No breaks until you hit one hundred!” Rainbow Dash shouted, bringing her face nose to nose with Scootaloo, “Do I make myself clear?”

Whimpering, Scootaloo managed a quiet “Yes ma'am.”

“I can't hear you!”

“Yes ma'am!” Scootaloo shouted, propping herself back up on her wings. Tired as she was, her admiration for Rainbow Dash, not to mention her intimidation, kept her wings lifting until the count hit eighty-seven.

“Sloppy form. That one doesn't count. Do it again. Eighty-seven.” Dash said, looming over Scootaloo. Scootaloo tried another wing-up, but Rainbow Dash barked out again. “Eighty-seven. Keep those hooves up.” Scootaloo tried again. “Eighty-seven. No resting on the downstroke.” Scootaloo tried again. “Eighty-seven. All the way up. I don't need any lazy students!”

Finally, Scootaloo managed to force herself into a form good enough to suit Rainbow Dash, and managed to struggle her way to one hundred before collapsing into the cloud.

“Good, one hundred, time to take a break,” Rainbow Dash said, looking down on the filly with the trembling wings.

“Oh, thank you,” Scootaloo moaned curling up in the cloud. Suddenly though, she was soaring through the air, being held by Rainbow Dash.

“Time for running sprints!” Rainbow Dash said eagerly.

“I thought you said it was time for a break?” Scootaloo said, dreading what would come next when they hit the ground.

“Yeah, from wing-ups,” Rainbow said, as though it was the most obvious thing in the world, “You don't need your wings to do sprints, and it will build up your stamina.”

When they hit the ground, Rainbow dropped Scootaloo, and started hovering above her. “Alright Scoots, see that tree over there?”

Scootaloo did see the tree Rainbow was talking about. Way off in the distance, nearly a half mile away, an ancient maple tree sat lonely in the middle of a meadow. “Yes...” Scootaloo said, nervous about what Rainbow Dash was about to ask her to do.

“You are going to run as fast as you can to that tree, then back here,” Rainbow Dash said, “On your mark...”

“But Rainbow, I-”

“Getsetgo!”

Having been given no option, Scootaloo started to run. Following above her, Rainbow Dash started to offer some...suggestions.

“Get those knees higher! Keep that head down! You're supposed to be running, not prancing! Keep those wings at your sides! Faster! Faster! Head down! Knees up! Wings in!” Rainbow Dash shouted, and Scootaloo did her best to comply. When they reached the tree, Rainbow started shouting “Back! Back! Back!” without giving Scootaloo a moment to rest. On the way back, she shouted even more. Scootaloo was exhausted by the time she reached Rainbow Dash's mailbox again. Panting, she fell to the ground, unable to stay on her feet.

“Oh good, you're ready to start your next set of wing-ups,” Rainbow Dash said calmly setting down beside Scootaloo.

“Oh no...” Scootaloo moaned.

“Hey, do you want to be the best? Or do you just want to be an Earth pony for the rest of your life?” Rainbow barked, only vaguely aware of how it eerily echoed her father's words from many years ago.

“I just want to be your little sister,” Scootaloo said in a meek voice.

“Well, no sister of mine is going to be any less than the best, and you don't get to be the best without working. You've got to pay your dues. Now give me one hundred more wing-ups, or stop wasting my time!” Rainbow Dash hadn't intended to sound so harsh, but when she saw Scootaloo's tear filled eyes looking up at her, saw the hurt carved so deeply into her features, she immediately regretted every word.

“Then I guess I'm not good enough to be your sister!” Scootaloo shouted at her, her voice cracking with pain and anger.

“Listen, Scoot, I'm-”

“Well I don't even want you as a sister anymore! I hate you!” With that, Scootaloo turned and ran off. When she reached her discarded scooter, she wasted no time hopping aboard, and riding off as fast as her exhausted wings could carry her.

“Wait, Scoots, I'm sorry!” Rainbow Dash called out, but Scootaloo couldn't hear her over the sounds of her own sobs.

---

Rainbow Dash found Applejack and Rarity eating dinner at the cafe in Ponyville. They were in the middle of a discussion about...something. Rainbow Dash didn't take the time to realize what she was barging in on, but barged in on it all the same.

“You have to help me! I've made a horrible, horrible mistake!” she cried, slamming into their table and sending their food clattering to the ground.

“Rainbow Dash, what is it? Can't you see that Rarity and I were having a talk?” Applejack said, scowling at the interrupting pegasus.

“Yes, what ever could have been so important that you had to ruin our meal to tell us about?” Rarity added.

“I've done something awful, and I need your help to fix it!” Rainbow continued, trotting in place out of nervousness.

“Well, spit it out girl, what is it?” Applejack asked, putting a hoof on Rainbow's shoulder to calm her down. Taking a deep breath, Rainbow Dash launched into the whole story.

“Scootaloo came by this morning to talk, and said she wanted me to teach her to fly, so I decided I would teach her to fly, and I realized she's not very good at flying, so I decided I'd teach her the same way I learned, and I pushed her really really hard to be better because I know that it will make her the best, but she didn't like it, and tried to get out of it, so I tried to motivated her by saying she couldn't be my little sister unless she was the best, but then she started crying and said she didn't want to be my sister anymore, and that she hates me, and she ran off without letting me say I was sorry, but I am sorry and I really have to make it up to her because I hurt her feelings and you need to help me!” After she finished her rapid-fire explanation, Rainbow Dash had to sit down and catch her breath. Meanwhile, Rarity and Applejack shared a glance, trying to make sure they understood the situation.

“So, you're saying that you said something mean, and hurt Scootaloo's feelings?” Applejack said, pulling Rainbow in close to settle her down.

“Yes!” Rainbow cried, slumping down on her haunches, absentmindedly pawing at the ground.
“And now she says she hates you, and doesn't want to be your sister anymore?” Rarity added.

“Yes,” Rainbow sniffled.

“And she ran away without letting you apologize?” Applejack said, nudging her friend.

“Yes...” Rainbow said quietly, her shoulders slouching even more.

“Well obviously you must find her and apologize properly,” Rarity said.

“But what do I say? And where am I supposed to find her?” Rainbow said, her voice betraying her desperation for reassurance from her friends that everything would be okay.

“Have you tried the girls' clubhouse? They're always hanging around there, trying to get their cutie marks with some scheme or another,” Applejack suggested.

“The clubhouse! But what if she doesn't forgive me? What if...what if she hates me forever?”

“Well, you'll never know until you try,” Rarity said, trying to soothe her friend's nerves, “But I'm sure that if you are honest and sincere in your apology, Scootaloo will forgive you for being so rough with her.”

“You really think so?” Rainbow said, perking up. Rarity had barely had time to nod before Rainbow dashed off.

“Thanks guys,” she called over her shoulder, “Wish me luck!”

“Good luck,” Applejack called. Turning back to Rarity, she could only shake her head, “That pony can't stop to think anything through.”

---

“It's okay Scootaloo,” Apple Bloom said as she held her friend close. Scootaloo had come tearing up the road so fast, she'd almost run over Sweetie Belle on the way to the Cutie Mark Crusader clubhouse. By the time the other two fillies had caught up, she'd already disappeared inside, though her sobs could be heard outside. For over an hour, Scootaloo had sobbed uncontrollably into Apple Bloom's shoulder. Sweetie Belle had run back to Ponyville to try and get something from Sugarcube Corner to cheer their friend up, leaving Apple Bloom to try to work it out on her own. “Can you tell me what happened?”

Scootaloo had finally calmed down enough to speak, though it was still muffled due to her head being buried in her friend's neck. “I was...I was practising flying with Rainbow Dash,” she sobbed, “And...and she was so mean. She was shouting at me, and said I wasn't good enough to be her sister!”

“What? She said that?” Apple Bloom said, shocked that even a pony so often inclined to thoughtlessness as Rainbow Dash would say anything so hurtful.

“Well...she might as well have said it, she doesn't want me around anymore, because I'm not good enough at flying...” Scootaloo say up, looking at Apple Bloom through her tear-reddened eyes. Her lip quivered as tears rolled down her face. “Why doesn't she want me Apple Bloom? Why aren't I good enough?”

Apple Bloom felt her own eyes start to water, her heart breaking to see Scootaloo so sad. She couldn't think of anything to say, so instead she wrapped her up in a hug. When she heard the clatter of hooves on the ramp leading up to the door, Apple Bloom assumed it was Sweetie Belle returning, but when she looked up, she saw Rainbow Dash standing in the entrance.

“Uh, Scootaloo? Can...can I talk to you in private?” Rainbow said while staring at her hooves.

“Rainbow Dash! You ought to be ashamed of yourself, talking that way to Scootaloo!” Apple Bloom shouted, jumping to her feet. “Why, I oughta...”

“It's okay Apple Bloom,” Scootaloo said, sniffling, “Just wait outside, it'll be okay.”

“You sure?”

“Ye...yeah, go on.”

“Alright, but I'll be right outside if you need me,” Apple Bloom said. Glaring at Rainbow Dash all the way to the door, Apple Bloom made her way outside. Once they were alone, Scootaloo spoke up.

“What do you want, Rainbow Dash? Did you come here to tell me I wasn't good enough to be your sister again?”

“What? No! I came here to apologize,” Rainbow said, taking a step back without thinking, “I don't think that. You're a great little sister Scoots!”

“Ha, yeah right. That's why you shouted at me, and said that only the best pony is good enough to be your sister, and that I should just stop wasting your time.” Scootaloo muttered, wiping tears away with her hooves. Rainbow Dash only just then realized how harsh her words must have sounded to the filly who looked up to her.

“I didn't mean...listen, I didn't mean to hurt your feelings Scootaloo,” Rainbow Dash said, taking a seat next to Scootaloo, “I was just trying to motivate you, the way my dad motivated me when I was a little filly learning to fly. He always taught me that you had to work as hard as you can if you want to be the best, and would always correct me when I did something wrong. Since...well since it worked on me, I thought it would work with you, and that if I was just hard on you, you'd get really good really fast. I...I didn't stop to think that I might be hurting your feelings. I'm so so sorry, Scoots.”

For a long time, they sat in silence, other than an occasional sniffle from Scootaloo. Finally she spoke up.

“I know I'm not a very good flier. I'm sorry.”

“What? No, Scoots, you don't have to be sorry! I'm the one who's sorry!”

“I just really wanted to be your little sister, and we'd do fun stuff together, and I'd learn to fly from you, and we'd be just like Apple Bloom and Applejack. But when we started practising, it was just so hard, and I wanted to make you proud as my big sister, but it was just too much. You just kept shouting at me though, and I thought that meant you were disappointed in me.”

Rainbow Dask gently reached out with her wing, and put it around Scootaloo. “No way. There is no way I could be disappointed in you, squirt.”

Still sniffling, Scootaloo shuffled closed to Rainbow Dash, allowing herself to be wrapped up in a warm hug.

“So, what do you say Scoots? Do you forgive me?”

“I...I forgive you, Rainbow Dash.”

“So, what do you say we try this whole thing again tomorrow?”

---

The sun was barely peaking over the horizon, draping the clouds in red and gold, as Scootaloo raced through Ponyville. Her wings buzzed as she hurtled down the road, the wheels of her scooter clacking loudly on the paving stones. When she came upon the stone in the road, Scootaloo veered around it. Up ahead, Rainbow Dash stood proudly by her mailbox. Smiling, Scootaloo vaulted off her scooter, flapping her wings furiously, and landed gracefully beside the older pegasus.

“Ready?” Rainbow asked, flexing her wings.

“Ready.” Scootaloo said, flexing her own wings in kind.

With that, the pair sprang into the air. With a hoof under her belly, and the breeze in her wings, Scootaloo's smile grew. With a glance over her shoulder, she saw Rainbow's smile rivalling her own.

“Good job, squirt!” Rainbow shouted over the wind, “Let's try it without the hoof!”

And with that, Scootaloo really was flying.