Butterflies

by Ghosttown Brony


Reminiscence

Rainbow Dash


Chapter 12


Cloudsdale was a beautiful city, especially during the summer. Not that Rainbow Dash knew what her favorite season looked like anywhere else in Equestria. The blue filly was laying on her stomach, up high on a small overhang of cloud, right outside the advanced coliseum. It was the same spot she flew herself to every day when the instructor blew his whistle, signaling to them it was time for the twenty minute break. She hated the breaks, so what if the other foals were tired? She wanted to keep flying. But the instructor wouldn’t have it, so Dash flew off in a huff, grumbling in frustration to her own little spot in the sky.

At first she chose that spot so she could watch the advanced flyers perform. The way they shot through the air, looping around and tearing apart the cloud rings. She would watch in awe, hoping and dreaming that she could fly there too. It all seemed so far away. But after a little while Rainbow began to face her back to the coliseum, looking instead back the Flight Schools beginner course, where she’d just come from. Her little tuft of cloud was high above, so she could look out over the entire course, not that it was a very impressive size to begin with. But her interest wasn’t at all in the tiny course itself, but the little yellow filly still flying down there.

She’d been placed under a different instructor than Rainbow, he was a real hard-flank, not giving them too many breaks. She wasn’t sure why she was so interested in that filly, none of the foals even knew her name. But she was just so... different. She was always looking around; her big eyes rarely stopped darting about and unless the instructor called her out, she kept her hooves on the cloud, trying to slink away and make herself as small as possible, like all she wanted was to be invisible. The blue pegasus just couldn’t wrap her mind around it, didn’t she want to learn how to fly? One look at her during drills and it was obvious she was a weak flyer, but that’s what the course was for.

Rainbow wanted to talk to her, try to get to know her, maybe make her a bit less shy. But every time she tried she couldn’t do it, all she could do was stare, her wings, her voice, they wouldn’t work, and she would just give up and walk away with a blush. Rainbow even went so far as to step in her path while she was walking so they would bump into each other, but all she could get out was a quick

“Sorry.” Before walking away, leaving the yellow filly with a horrified expression.
So she had resorted to watching, and she didn’t mind so much. Nopony else paid the filly much attention, and Rainbow just ignored any foals that tried to make friends with her. She was here to fly, not to make friends. But if she had to be friends with anypony, she would’ve chosen the nameless filly in a heartbeat.

That was how she spent the first few weeks of flight school, flying drills, watching the yellow pegasus, more flying. To her surprise she never got bored of it. Even more though, she soon found herself waiting impatiently for the break, wanting to get her exercises over with as fast as possible, so she could take her perch up high and continue to observe. But sometimes it was a little too fast. More than once she lost control of her speed and flew into the many cloud pillars. At first some of the other fillies laughed but a couple of mean stares sorted that out fast. She wondered what the filly’s voice sounded like, what she liked to do if she wasn’t a fan of flying. She thought about what she would say to her if she ever got the courage to properly introduce herself. She wondered where she liked to go on her breaks, and if she ever noticed the odd colourful pony watching her from above. She doubted she would ever find out.

Another day started like most of them did. Rainbow got up from her bed, wolfed down some breakfast, said bye to her parents and flew out the door. It had been a long time since she needed her mom and dad to fly her to flight school. When she got to the course, she joined up with the rest of her group and waited for the instructor to bark out drills for them to perform. He wasn’t the nicest pony, but he wasn’t nearly as hard on Dash as he was on the others, since she could pass every exercise with flying colours. Quite literally. Finally as she flew a corkscrew through the meticulously set up rings of cloud, she heard the high pitched whistle, and took off immediately to her spot. She settled in and watched. The yellow filly was doing a similar drill, flying through rings in a vertical zigzag pattern. But for every one she flew through, the others made it through the whole course, and looped around to start again. Even from her height she could hear some of the colts laughing at her.

When the rest of her class started to outperform the shy filly, they started to tease her, poking fun at her as they passed. The sound of their malicious laughter always made Rainbow grit her teeth.

“What are you doing? Get going!” her instructor bellowed, pointing a hoof at the filly. That always made her mad too. Couldn’t the others see that she needed help? It was the instructor’s job to teach her and help her, but half the time it seemed like he just couldn’t be bothered, instead resorting to threats of punishments if any part of the course was failed. She finally made it through her final ring, just to be told to go for another lap. Rainbow half expected the filly to break down and cry, she always looked so delicate, like a spring flower, but instead she nodded without meeting his eyes and rushed off to begin the exercise again. Her wings beat at the air, the strain was visible on her face. Rainbow stared at the filly in pity.

As she reached her third ring she dropped down on it to rest, only to lose her balance and go tumbling off. Rainbow quickly pushed herself to her hooves. And spread her wings, ready to take flight at a moment’s notice. She landed on an arced platform, which sent her through the air where she got tangled in a flag and fell down to the cloud base. Rainbow let out a sigh of relief upon seeing the yellow pegasus escape unscathed, but immediately tensed again as cruel laughter made it to her ears. She peered out from under the crimson flag, embracement perfectly visible on her face as two bullying colts looked down on her.

“Nice going Klutz’ershy.” Rainbow heard one of them call. “They ought to ground you permanently.”

“My baby brother can fly faster than you.” Rainbow snapped, she couldn’t listen to them make fun of the innocent filly. It wasn’t her fault she wasn’t as strong of a flyer. Of course, her instructor was nowhere to be seen, typical of grown-up’s, so Rainbow took it into her own hooves. She soared through the air as fast as she could flap her wings. She knew that her mane and size didn’t exactly inspire fear, so she had to give it some style. The three foals looked up in shock as Rainbow pulled in for a swift landing.

“Leave her alone!” she shouted taking a defensive stance in front of the filly. The colts were unfazed.

“Ooh, what are you gonna do Rainbow Crash.” The one with the brown coat sneered. Rainbow tried not to flinch at the mention of her many accidents, she absolutely refused to back down.

“Keep makin’ fun of her and find out.” It sounded pretty good in her head.

The colt narrowed his eyes.

“You think you’re such a big-shot? Why don’t you prove it?”

“What do you have in mind?”


They set up the rules and distance for the race in minute, trying to get it done before they ran out of time, classes were nearly over for the day. Since she was still lacking in a supervisor for Celestia-only-knows why, Rainbow dragged the yellow filly along with her. Her breath came up short when she grabbed her yellow hoof. She didn’t say anything to Rainbow, but the blue pegasus could just make out the slightest trace of a smile on her face and that was enough to quench any doubt she had about going through with this charade of a race. Their little spat had gathered quite a crowd; fillies and colts lined the clouds like they were bleachers.

Rainbow and the two colts lined up at the start line that the intermediates used for their races. She watched the filly hop onto the cloud in front of them to take up the starting flag. Dash had never raced anypony, but how hard could it be? Hit the rings, fly as fast as she could, no different from the drills, only she HAD to outperform this time. The filly lifted the flag, and Rainbow swallowed her nervousness. This was quite an odd way to make an introduction. Three pairs of wings spread, and Rainbow licked her lips. She would win this for the filly. She deserved it.

The yellow filly seemed to drop the flag in slow motion, but the action that followed was fast as lightning. All three foals shot off like rockets, straight past the pony with the start flag. The first half of the race was a blur of speed and adrenaline, Rainbow poured every ounce of power she could find into her wings. The wind whipped at her mane and feathers, she sped through the rings with the utmost agility. She never felt such a rush before, the freedom was unbelievable. She felt like she was in her element, her heart was pounding, her muscles ached, but she’d never felt so at home. The darker colt crashed early on in the race, and after a little while she thought she’d left the other in the dust. She thought she had the race in the bag until the unseen pony swooped in from the side, shoving the cyan pegasus aside. She fought to regain her control. She looked back to her opponent with a shocked look.

“Later Rainbow Crash!” He teased before taking off on a downward arc to get the ring.

“Hey!” she shouted, knowing he was far out of earshot by now. But he wouldn’t be for long. She gave all she had, she needed to win this, this was her race. The very air around her resisted her, but she still pushed it aside. It took her exactly three seconds to shoot past the colt like it was nothing. She wanted to push herself as far as she could. The air resistance continued to increase, but she also had gravity on her side. The wind stung her face, tears formed in the corners of her eyes, but she wouldn’t give up.The next ring was just in front of her.

Suddenly, she no longer felt resistance; instead it was like she was gliding. Light flashed around her before a massive ring of colourful fire. She looked back to the ring expanding and pushing outwards, her mane and tail now maintained a uniform stream of colour. She’d done the impossible, something foals could only dream of. She’d done a Sonic Rainboom.
She did multiple flyovers of the city, listening to the cheering and applause of her class, before finally letting go of her speed and coming in for a landing. Almost instantly she was mobbed by pegasi, congratulating her and asking her questions. At first she bathed in the attention, speaking freely about her discovery, though many who hadn’t been there were doubtful of her story. After several minutes though, she got sick of the mob, she felt claustrophobic, there was only one pony she was interested in seeing.

She hoped she was watching the race. She hoped the yellow filly would be smiling. But after searching the flight camp and the spot where she’d been bearing the flag and coming up empty, she got confused. She peered about the empty course, searching for her, but everypony had left for the day. The only pony still hanging around was the brown colt who’d crashed into the pillar and as much as she didn’t want to, she needed to figure out where she went.
“Hey, have you seen that yellow filly around?” she asked, prepared for a sharp answer in light of his shameful disqualification. Instead he just snickered.
“She probably went cryin’ home to mommy after what you did to her.”

“Hey I thought I told you- wait, what I did?” she said with a puzzled look.

“Didn’t you see? You knocked her right off the cloud, it was hilarious!”

“What?!” Rainbow said, scrambling to the edge of the cloud to peer over. The ground lay hundreds of feet below, into acres upon acres of forest land.

“No. No, no, no.” She spun around, her fury and pride all but gone. “Did you tell anypony, are they looking for her?”

“No why would I? Like I said she’s probably at home bawlin’. Why are you making such a big deal out of this?”
All Rainbow could do was stare down over the edge. Nopony could survive a fall from that height.

“She can’t fly you featherbrain!”

“How is that my problem?” he said walking away without looking back.

“Where are you going?!” she called after him. “We have to help her!”

“When are you going to learn to listen Crash. I said it’s not my problem.” He called back, before shooting off into the clouds.

Her jaw dropped, she couldn’t believe what she was hearing. Wasn’t there a single pony in this city that cared? The yellow filly could be lost or dead and nopony could bother to lift a hoof to help. It was all her fault, if anything had happened to her, Rainbow would be to blame. She wanted to scream in frustration, but she held it in, instead she leapt right off the cloud. Foals weren’t supposed to leave the city. It wasn’t a law, more an unspoken rule between them and their parents. It was much easier to get injured down below.

But doing anything else would have taken way too long, and the instructors were gone with the kids, so Rainbow streamlined her body and let herself fall to the earth. She had never been on the ground before, her parents never had a reason to take her, and she was too scared to go by herself. She knew it was a safe place to be, many pegasi moved away from Cloudsdale when they grew up to go live in one of the many ground cities, but It all looked so different from what she’d grown up with. Her feelings hadn’t changed but if she was afraid of the ground, the filly must have been terrified down there, all alone in a strange place. Rainbow had to help her.

As she neared the green tree tops she spread her wings and slowed herself down. Rainbow was reluctant to let her hoofs touch the ground so she kept herself in the air. She looked around, but there was no sign of her. She slalomed through the trees. She wanted to call out, but she didn’t know what to call her. As she rounded a boulder, a tiny black and yellow... thing hovered in front of her. It had little wings the beat so fast it created a buzzing sound. It started to fly towards her. Rainbow screamed and fled in the other direction, nearly hitting a tree. She spun out of the way, but she was too low and ended up crashing to the ground with a thud.

She rubbed her head as she got up. The ground was a lot harder than the clouds. Something tickled her legs, long blades of grass rubbed against her. She had always wondered what grass felt like. Her head felt a little sore and the impact had winded her. But she shook it off immediately as her eyes focused in on the yellow filly. She was about to call out but she stopped. She was laughing. The filly was laying down in the grass, small animals crowded around her, she laughed and smiled as they climbed about her, competing for her attention. It was the sweetest sound that had ever graced her ears. The sunlight beamed down on her small yellow body. She no longer looked afraid, like she wanted to disappear. Her smile seemed to illuminate the forest; it was the first time Rainbow had ever seen her look truly happy. She’d never been to the ground in her life, but she felt totally confident in saying that this was where the filly belonged, where she wanted to be.

She sucked in a sudden, involuntary gasp upon sighting the cutie mark that had appeared on her flank. Her laugher ceased immediately and she turned to the blue pony in shock. A couple of the smaller animals skittered away into the more dense areas of forest. Rainbow dared not move, as though she would run away at the slightest motion. The two stared at each other, rather awkwardly, and Rainbow could feel that it was time for her to pony up and say something. So she did.

“Hi.” Her voice cracked, and she coughed to clear her throat. Real smooth Dash. She scolded herself. “Um, hi. My name’s Rainbow Dash.” She lifted her hoof slightly and gave a slight wave. The other filly looked like she was unsure what to think. Oh no, is she mad at me?

“I-I remember. You were the one who h-helped me.” It was the first time she’d ever heard her speak. Her voice was as soft and delicate as her stature and it melted Rainbow’s heart instantly.

“Oh that, it was nothing.” She said trying to play it off, after getting over her initial awe.

“ No, i-it was something. Thank you.”

“Well, if they ever give you any more trouble just give me a call. I’d be glad to put them in their place.”

“How did the race go? Did you win?”

“I- well, it’s not important.” She said, transfixed by the pony laying before her.
She took a small step forward, testing the waters of their newly forming relationship. She just continued to lie on the ground unmoving, her beautiful eyes locked with her own. So she took another step, and another, until she had carried herself all the way to her. Then she lay herself down beside the filly.

“So, what’s your name?” she asked, excited to finally know.

“Um, my name is Fluttershy.” It was no surprise to Rainbow, her name completely echoed her personality, and it was beautiful, just like everything else about her.

“Hi, Fluttershy.” She smiled as the name left her lips. The other pegasus still continued to stare, as though she was still wary of this new filly before her.

“Er, listen, I’m really sorry about knocking you off the cloud.” It sounded pretty feeble for the gravity of her offence, but Fluttershy hardly seemed to mind.

“Oh, it’s ok. Everything turned out alright in the end, right?”

A small furry creature with a bushy tail crawled onto Rainbow’s foreleg. She shivered at the foreign contact, but the pink maned pegasus broke into another smile.

“I think she likes you.” Dash leaned in closer to look at the animal.

“How can you tell?” she asked.

“I’m not sure, but I can.” She said. Rainbow noticed she was talking louder and faster, which meant she was making progress. She wanted to keep her momentum.

“Congratulations on getting your cutie mark.” She said.

“Oh, thank you.” She replied, still smiling. “Congratulations on yours too.”

Dash’s ear twitched. She turned so fast her neck cracked, but the filly wasn’t lying. A cloud with a lightning bolt displaying vibrant blue, yellow, and red beamed up at her. Her eyes widened and she took in a loud gasp. She’d finally gotten her cutie mark.

“Oh my gosh!” she exclaimed “I have a cutie mark! Yes!” She wrapped the rather surprised Fluttershy into a tight hug. Her excitement caused her to act without thought, but this was a big moment for her and she wanted to share it. She pulled back immediately after realizing what she had done. Hugging somepony you just met wasn’t exactly normal social protocol. She tried to stutter out an apology when she looked up to see her new friend smiling, pushing a loose strand of her pink mane aside laughing with a light rose tint on her cheeks. Rainbow laughed along with her, happy that she wasn’t scared anymore.

They didn’t stop talking until sunset. For the rest of the afternoon, she listened to Fluttershy talk about all the animals and what she thought they were called, and Rainbow mostly sat and took in what she had to say. Sometimes Fluttershy would ask her a question and she would answer, but she let her do most of the talking. She had a voice that was easy to listen to. Little animals came and went, and occasionally a couple of butterflies would come and settle on their manes or noses. Their conversation was rarely centered around their cloud home above, which might’ve been how they lost track of time so easily.

Fluttershy was talking about coming back down here to find a place to live.

“Somewhere nice and quiet where animals could have lots of space to play. I think-” she stopped and looked back up to the sky, taking note of the orange hues beginning to come out. “Oh no.”

“What?” she said startled out her relaxed state by the filly’s sudden tension.

“I’m not supposed to be out after sunset, and my parents don’t know where I am. They’re going to be worried.”

Rainbow had a similar curfew, but it was rarely enforced, so she never followed it. Her parents knew she would get home eventually, she always did.

“Oh alright.” She said disappointed to have to say good bye. She got up and stretched. “Come on, I’ll fly you home.”

Fluttershy stayed lying down; her eyes lingered on the ground.

“What’s the matter?” the blue filly asked. “Don’t you want to go home?”

“Yes of course! But,” she wore a very embarrassed expression. “Well, you’ve seen me; I can hardly fly at all. If I go back, it could be weeks, or maybe even months until I’m able to come back here and see the animals again.” Her ears drooped.

She looked so disappointed and Rainbow could hardly blame her, just finding where you belong to have to leave again, it was really unfair. She made her offer before she even had time to think.

“I could take you!” she said quickly. “Back and forth I mean. I’m a pretty good flyer, I can help you, give you some support. Maybe I could even teach you a few things to make you better.”

“Oh it’s a kind offer, but I wouldn’t want to trouble you.” She said. She wasn’t just being polite; she sincerely didn’t want to be a hindrance to her.

“No really, it’s not a problem! Actually, I think I would enjoy it.”

“And what do you want in return?” she asked, her ears beginning to lift.

“Nothing. Well I mean, I hope we can keep hanging out.”

“Yes of course we can! But are you sure? You really don’t have to.”

“Come on, what are friends for?”

Fluttershy looked surprised.

“We’re friends?” she asked, a bit of her shy voice creeping in.

“Yes,” Rainbow said with a laugh. “If you want to be.”

She looked almost ready to cry, for a moment Rainbow thought she’d said something wrong. But then the yellow filly wrapped her in a tight hug sputtering out countless thank you’s. Rainbow smiled, glad to see that she’d made the shy filly so happy. The two were so happy, they didn’t notice the large shadow looming over them.

Rainbow pulled away still grinning like a fool, but her face changed immediately upon spotting the massive figure standing behind Fluttershy. It was covered head to toe in brown shaggy fur, and nearly nine feet tall. It stood up on two legs, with razor sharp claws on all its limbs.

Rainbow screamed in terror, grabbing her friend and forcing her to stand behind her, putting Rainbow between her and the terrible beast.

“Fluttershy, you start flying, I’ll catch up.” She was breathing heavy. She couldn’t pull her eyes from the monsters mouth, lined with sharp white teeth, and dripping saliva.

“What are you going to do?” she asked in a surprisingly flat tone.

“I’m going to teach it a lesson.” She said like it was obvious.

“Nonsense!” she said before running out from behind Dash, too fast for her to stop.

“No Fluttershy get back here!”

She approached the great monster calmly.

“Rainbow, you don’t have to be afraid, she’s adorable!” she lifted a hoof to scratch it’s belly.

“Fluttershy that thing’s massive, don’t touch-” her words faltered as the beast settled down onto the ground, it’s leg shaking happily as the small yellow filly rubbed her large brown belly.

“Aw, you’re a friendly bear, aren’t you?”

Rainbow could only stand there, dumbfounded. She had no intention of approaching the huge animal, but at the same time she knew Fluttershy had it under control. She continued to pet the bear for a couple of minutes, before giving it a kiss on the forehead and bidding it farewell. Further to Rainbows surprise, it got up and lumbered off into the woods, without so much as a glance back.

“How did you do that?”

“I’m not sure; they just seem to understand me. Most animals aren’t so mean, even if they look it.” Fluttershy shrugged it off like it was nothing, but Rainbow had gained a whole new respect for that filly.


After a couple of minutes of preparation, the two fillies took off into the sky. After everything that had happened that day, Rainbow found it very difficult to move at a slow enough pace for Fluttershy. But she made sure to stay right beside her the whole flight.

“Straighten out your wings! Make sure you keep the same rhythm or you might confuse yourself!” Rainbow called out tips to her new friend and within minutes they were moving at a smooth and steady pace, by far the smoothest flight she’d ever seen Fluttershy undertake. Within ten minutes their hooves were back in the cloud, and Fluttershy had improved more in that time than the past three weeks of flight camp. She was breathing heavily, but her face beamed with pride.

“You did fantastic Fluttershy.” Rainbow said with sincerity.

“Thanks.” Was all the other pony could get out between breathes.

Dash walked her rest of the way to her house, which was a shockingly close distance to her own cloud home.

“I’ll see you tomorrow, Fluttershy.”

“Have a good night Rainbow.”

Rainbow Dash stood there a moment, watching her walk away. She didn’t leave until the yellow pegasus closed the door behind her.



Every day afterwards, the instant the final whistle was blown the two fillies found each other. They didn’t tell their parents where they were going each, day, but they knew they would be gone for most of the day. With each trip there and back Fluttershy became substantially stronger in flight under Rainbow’s guidance. After a couple of days she was flying at a comfortable speed without even breaking a sweat. In two weeks it was obvious she didn’t need Rainbow’s help anymore, but that never stopped her from waiting for the multicoloured mare before they left. They were inseparable and they were happy. Rainbow kept the bullies away from Fluttershy, often at her own expense but she didn’t mind in the slightest. She had finally found somepony she could let in, somepony who saw past her potential, who didn’t expect greatness from her, but saw her for who she was, when Rainbow could hardly see it herself.
She knew from the moment she laid eyes on the yellow filly that she was different. Her eyes darted, she could hardly fly, and she looked as though the thing she wanted most was to disappear. But she let Rainbow in, and even through the years, and the hardships, she never left her.


It was Rainbow’s favorite dream, only coming to her when she was at her lowest. The memory of meeting the pony she loved brought her warmth and made her feel happy. But no matter how much you try to keep your dreams with you, you always have to wake up.

Wake up Rainbow Dash.