• Published 15th Mar 2012
  • 2,876 Views, 90 Comments

Top Wings - Outlaw Quadrant



A race held in Cloudsdale brings together the best fliers in the world.

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6 - Hanging Out?

Cloudsdale, the largest floating city in all of Equestria, looked a little larger than usual in the moonlight, even more so with the high volume of pegasi and other flying creatures traversing its airways. Joining them were Rainbow and Swift, who made a quick pit stop at the mare’s home for a shower, and bits tucked away in a small, brown pouch. Rainbow kept her plans for the night a secret, although their growling stomachs hinted where to go first. She had a place in mind, but it was on the other side of town. No matter, she thought, as it was a chance for some sightseeing with a friend.

Therefore, she led him through the aerial corridors between cloud buildings, keeping her speed down lest she collide with the residents and tourists. Even without the sun, the two could see far ahead thanks to posts holding fireflies, providing a subtle, yellow glow. Also, the reflective walls from the surrounding structures made them stand out against the cool, purple skies. With a left, the duo reached the business district, where boutiques had racing memorabilia on display, attracting race fans inside. To their right was a few dining establishments, most with acronyms for names, alongside some fancy hotels, with bellponies attending to guests at the front. As they went deeper into the city, Rainbow pointed out the tourist hot spots, an art museum shaped like a spiral, Waterfall Gardens, an area where many small waterfalls congregated into one, and the Cumulus Bridge, a span connecting the city’s center and the residential area.

“Last time I was here, nopony could explain to me why Cloudsdale needs a bridge,” remarked Swift as they flew through the bridge’s supports.

Rainbow simply shrugged. “All I know is that I loved racing across it when I was a filly.”

“What a shocker,” he replied, feigning surprise.

As they approached the Cloudiseum, Rainbow made a hard right, taking the corridor that led to buildings placed in steps. Soon, they ascended into the higher parts of the city, an area with more local traffic. On the left, Swift recognized an ordinary motel, the one he had stayed at during his last visit to the city. Across from it was a spot that, a month ago, only had a few half-built columns. Now in its place was the completed product, a building with sweeping curves that gave a hint that the structure was ahead of its time. Wild Blue Yonder it read on its cool blue sign above its wide arch entranceway. Beyond, a hostess with a light lavender coat stood behind a podium, awaiting her next customers. When the duo approached them, her wide smile turned to a grin.

“Back again, Rainbow?” she said with a chipper voice.

“Heh, yeah, Ample Fare!” Rainbow replied in kind. “You’re not too busy, are ya?”

Ample Fare peeked around the slanted partition behind her. Tables and booths had their fair share of customers, but with the restaurant off the beaten path, reservations were not required. “I think we may just have room to squeeze you in,” she said, faking hesitation.

“Great! I brought a guest this time.” She gestured at the stallion, who gave Fare a friendly wave. “You see, he’s Swift, and he and I are—”

“Say no more,” she beamed. “We’ll take good care of you two. Rainbow, how about we set you up outside for a change?”

With nodding approvals, Fare grabbed two menus from behind the podium, and then escorted her customers around the wall, and closer to what Swift believed was upbeat jazzy muzak playing from a PA system. Instead, within a soft-lit great room, the sound came from an actual band playing on a small stage. The curves motif from the building’s exterior continued within, like the design of the cloud seats, the gentle swoops along the edges of each table, and the shape of the dividers’ tops that separated the booths. Even the wall’s pattern was powder blue with white, sweeping curves scrolling across it. A peek at other’s plates and its owners gave the impression that the Wild Blue Yonder was a notch above the run-of-the mill eatery. Plates and forks had that extra clink that defined quality, a few customers wore clothing that hinted that they had plans for watching a fancy show after dinner, and while there were a few families eating together, many customers had come with only one other companion. A picture hanging on the wall answered any questions he had about why Rainbow chose this place. It had Swift’s distant Wonderbolt cousin burying his snout in a plate full of food. At the bottom, he had scribbled Soarin’ Approved, words that might as well be an endorsement.

The hostess led Rainbow and Swift through a doorway and into a patio with a vista of a few wispy clouds taking a slow journey through the night sky. Fare picked out a round table by one of the patio’s corners, a point the furthest away from all the other patrons. With a “have a lovely night, you two”, she went back inside.

“Lovely? I wonder why she said that?” said Rainbow, raising an eyebrow.

Swift was more interested in what to order. Most items he recognized, which would spare him from ordering something he’d regret and the prices were reasonable enough that there was no need to feel guilty that his friend was paying for the meal. Before he could break the silence, a pale blue stallion made a sudden appearance. He called himself Rapid Tray with an accent that would fit right in in Manehattan.

“Care for a drink?” he said politely. “For you two, I think our famous Wild Blue Yonder drink is right up your alley!”

Rainbow smacked her lips as though the waiter had said apple cider. The mare convinced her friend to try it out, which he agreed without hesitation. Rapid Tray brought the drinks in a flash, and then when his customers told him they needed a few more minutes before ordering, the waiter zoomed to another party across the patio. Swift peered into the wide goblet holding bubbling sky blue liquid with a sweet scent reminiscent of tropical fruits. Marshmallows floated on the top along with a straw, although Rainbow needed no such instrument. Instead, she slurped down half her cup, which left some foam around her mouth. Swift took a sip, which introduced fizziness onto his taste buds. At first, he reacted as though the drink was ordinary water, but a moment later, his senses got a stimulating kick. Soon, not only did he empty his goblet dry, the dial on his mood moved down to relaxed happiness.

“Pretty wicked drink,” he said with a slanted smile.

His friend rocked her head. “Oh, yeah. This hits the spot. I think I’ll need—”

Without a word, Rapid Tray swooped in with new cups, and took the empty ones away, but not without giving them a breadbasket. Now taking small sips, Swift scrutinized his eating options, although he could already hear Rainbow gobbling up some biscuits.

“Pretty hungry, aren’t ya?” said Swift, peeking over the menu.

“So?” she mumbled, letting crumbs fall off her mouth. “I’m always starving after I train. So, what are you ordering? I think, hmmm.” She paused for a gulp of Wild Blue Yonder. “I’m gonna try the spinach and mushroom pasta.”

He tossed his menu onto the table with a snicker. “Are you reading my mind or something? I was going that way too.”

“So we’ll just double that order, then?” said a suddenly appearing Rapid Tray.

Both turned to him, a little surprised at his impeccable timing. With a yes, he took the menus, refilled the breadbasket, and declared his return in exactly fifteen minutes. As the waiter went back inside, Swift pointed at a nearby clock, round and ornate with the hands indicating six forty five.

“How much you want to bet he’ll come back exactly at seven?” he said with a smirk.
Rainbow stifled a snort. “We better hurry, then. We already lost ten seconds of talking time—” She fluttered her eyelashes, “—Swiffy.”

Swift all but coughed up pieces of biscuit. “Shoot. You remembered that.” His ears went flat. “You’re not calling me that all night, are ya?”

It was tempting, but Rainbow chose to let him off easy. “Nah. Just tell me why Soarin’ calls you that.”

Swift dove into his memories for some answers. The name didn’t originate from the Wonderbolt, rather, its roots came from other family members that had attended the reunion. However, he had trouble nailing down the culprit. He went through each one with Rainbow with the scant details, but she noticed a commonality with all of them.

“They sure were old, huh?” she interrupted.

“Old enough that they were calling my folks kids.” Swift paused for a quick drink. “Guess I don’t remember who called me Swiffy first. Actually, I don’t remember that much about my time with Soarin’… or the reunion other than…” He grabbed his mane while looking away, allowing the light wind to fill in the silence.

“Other than what?” Rainbow said, tapping her hoof on the table. “C’mon. You were going somewhere.”

He looked at his reflection on what was left of the blue liquid in his chalice. “I felt a little out of place. I don’t know exactly why, but I just didn’t mesh well with everypony else. Soarin’, he probably was the closest I could relate to there, but even then, he was bigger, stronger, and he told everypony that he wanted to be a Wonderbolt.” What had been a foggy memory cleared up. “I guess my family and my folks thought I’d be just like him, but I wasn’t.”

Rainbow moved her straw around in a circle. “Yeah, I kinda know what you went through.”

“Eh?”

“My parents thought I should act like a mare, you know, not be so, aggressive. Mom always fixed up my mane every morning, telling me I should look pretty, and my dad would get really worried whenever I played sports with the other colts.” With an eye roll, “One time, he even tried putting me into ballet. Yuck!”

Swift’s pupils shrank, the thought of Rainbow Dash wearing a tutu making as much sense as a flying pig. It only got more unreal, as she told him about wearing awkward dresses to family functions, her first and only time somepony touched her hooves during a spa trip, and the time they made her go to a Hearts and Hooves dance. She ended up playing dodge cloud with some colts.

“I won, of course.” Rainbow reached for her mug, but she pulled back, realizing she no longer was thirsty. “You know, sometimes, I feel that they still don’t quite get me. When I wrote to them about this race, they wanted me to pull out, said it was too dangerous.” She unleashed a long, exasperated sigh. “I bet your parents were thrilled about it, right?”

He could still visualize the response he got last week, a long letter with attached photographs of his mother and father jumping for joy. Their excitement was partly about their son entering a competition under his own will, but there was another reason that he wanted to keep under wraps. “Yeah, you could say that,” he said with a smile. “They said they couldn’t make it to see me, but they wished me good luck. Oh, and they want pictures of me on the podium.”

“Well, I hope they’re not expecting you on the top, because that spot’s reserved for me,” she bragged. “Um, you did mention me in your letter, right?”

The other reason for his parent’s joy exposed itself via his glowing face. “Yeah, I, ahem, did. They thought it’s wicked that you’re my, um—” He left part of what they wrote out, “—friend. Really want to meet you someday.” He put on a nervous grin, hoping she would take his word for it.

“Oh, okay!” she replied, pleased at the approving response. She began chewing on the leftover marshmallows. “I wonder when our food’s coming.”

The clock then struck seven, initiating a gentle chime. It got to three before Rapid Tray hovered to their table, carrying a massive plate with steamy pasta and zucchini balls on top.

“Sorry for being late!” said Rapid Tray with a bow. “Let me get you all set up!”

By the seventh chime, they had a new breadbasket, a refill of Wild Blue Yonder, their food in front with utensils on the side, and to Rainbow and Swift’s surprise, a flower arrangement in the middle consisting of roses, daffodils and blossoms. Before either could ask, the waiter had bid them “Enjoy!”, and made an immediate exit. A second later, the lighting around them dimmed, while the band’s music switched to something smooth and slow.

“Why did he bring us one big plate?” Swift said, rubbing his mane.

Rainbow had already dug into dinner. “Don’t know, but,” She slurped up a strand “, there’s so much food, I ain’t complaining.”

“And the flowers?”

“Appetizer?” she mumbled through her food.

He didn’t recall spotting flowers on the menu, and given the arousing aroma and bright colors, he surmised that the waiter brought them for added decor. His stomach stepped in with a growl, forcing him to abandon the mystery. Swift went right in, only for the sound of digestion from his companion to grow louder, as though she was in an eating competition. What he didn’t know was that Rainbow was doing it on purpose. It was her way of giving him an open invitation for a race to the bottom of the plate. He fell for it, increasing his pace to match hers, turning what could’ve been an ordinary dinner into a race on who could shove the most in their mouth. Soon, the duo had reduced the pasta pyramid to one, long strand What they didn’t know was that they had both ends in their mouths, until their faces inched closer together. However, their eyes weren’t looking at each other. Rather, their attention was on what that last piece of pasta was hiding, the last zucchini ball. Rainbow sliced her left hoof through the pasta, freeing them of their predicament.

“Um, that one’s mine,” she said with confidence.

He would’ve backed down, except his snout really enjoyed the smell of cooked zucchini. “Not today, it isn’t.” With a mischievous smile, he went for the grab, but Rainbow grabbed his hoof.

“Hmf! Nice try!” An idea popped in her head. “Tell you what. If you really want it, you’ll have to hoof wrestle me for it!”

She might as well have told him to use magic. Then again, the prize was tasty enough for a try, although Rainbow already made the choice for him by starting the countdown.

“Three! Two! One! Go!”

Immediately, she was mere inches away from victory, but the stallion refused to give any more, grunting as his muscles trembled under the strain. As the seconds passed, though, Rainbow nudged her way closer to a date with a yummy zucchini ball, only to look up at his face. If it wasn’t for the stitches, she wouldn’t have notice the hairline cut on his forehead. Despite objections from her competitive side, she cut back her efforts until her hoof landed on the table with a dull thud. Rainbow opened her mouth for a hearty congratulations, but she stopped when Swift tapped his muzzle.

“I too was trying,” she contested.

He shook his head. “No worries about it. C’mon. It’s all yours.”

She admired his offer, but Rainbow wasn’t backing off. She grabbed onto his hoof, and pulled it to the zucchini ball. “You take it.”

“Yeah, but, um—”

He tried getting free, but her grip was ironclad. As time passed on, though, it softened up to the point that he could release himself with ease. However, his chest liked her smooth coat touching his, and being closely acquainted with those magenta eyes giving him full attention was even better. Struggling for words, “Okay. If yo–you’re good, well, actually, how about, we could, we could split it.”

She got a case of the giggles. “Yeah, I guess we could do that. Or we can, um, order some more?”

Right on cue, Rapid Tray came to their table. “You most certainly can! Anything else I can get this young pair? Dessert for two?”

“Pair?” exclaimed Rainbow and Swift. Their eyes shuddered at the hooves held together in the table’s middle, and with its arrangement, plus the shift in music, their minds finally clicked, much to their horror. With a panicked yell, they pulled apart with such force that they fell backwards onto the floor.

Fortunately, their waiter got the hint about his customers’ actual relationship. “Sorry ‘bout that. Sometimes, I forget the rule that one plus one ain’t always two. How about I just bring you your check?”

Still on the patio floor, “Yes, please,” they answered in unison.


“The Cloudsdale Fly-In?” read Swift from a tall sign.

He now knew what had been hovering in the skies beyond the coffee shop. He’d heard of such a concept before, watching movies on an outdoor screen, although that had only been available in big earth pony cities. Cloudsdale figured out how to bring that experience into their city, and given how long the line was for admission, it was a resounding success.

Rainbow grumbled as she hovered high above her friend, realizing how a race weekend made the wait times longer than usual. Had it been any other night, she’d skip the activity altogether. However, with what happened at the restaurant still fresh in her mind, she needed to do something with Swift that required minimal conversation. He needed it as well, as he found himself looking everywhere but in her direction.

“So, you wanna?” she said, pointing at the line.

He managed a glance. “Oh, yeah. Sure.”

They said nothing else until reaching the ticket booth, a petite shed with a pegasus attendant inside, and a sign hanging above the door. It Came from the Moon was playing tonight, it said, and the Fly-In’s operator decided that extra customers were justification for a price bump. When Rainbow brought out the gold pieces, she held onto them a few extra seconds, believing she’d never seen them again. Instead, foreign bits clanged on the counter in exchange for tickets. Before she could respond, he already made his way into the open lobby area. Rainbow flew right up to him for a close-up of her clenched jaw.

“Ugh! Why’d you have to do that, Swift? I thought I told you I was paying for everything tonight.”

He grabbed onto his mane, grinning nervously. “Well, I thought you were short. My bad.”

His words cooled off her ire just as the incoming breeze was doing to the spring air around them. “All right, but I’m definitely buying snacks now.” She pointed at the twenty-deep rows of floating clouds. You go get some seats near the front.”

“Snacks?” he murmured. His belly had gained enough girth that the idea of more food made him want to hurl. Yet he verbally agreed before starting his search.

Rainbow now had to choose between the two concession stands stationed on opposite ends. On the left was a shorter line, but Gilda and Gecks were at the counter, heckling the food server for more gooey cheese on the nachos. Rather than draw their attention and possibly dampen the evening, she settled for a ten-minute wait. That was long enough that the traffic flowing through the fly-in made juggling the massive popcorn bucket, two soda jugs, and a warm pretzel a perilous, blind adventure. A shove from the crowd jarred the food loose, but grey hooves kept everything in place, save for a few kernels. She peeked around the container, raising an eye.

“I had it under control,” Rainbow said confidently.

“Whatever”, Swift chuckled as he led her down an aisle.

At the first row, he placed the foodstuffs onto a small, flat cloud between two larger ones, both shaped like a lounge chair. However, Rainbow grunted as she thought her flank was sitting on a pile of rocks. She jammed her hooves into the clouds to soften it up, but stopped when Swift shook his head.

“Not enough vapor. I’d need to push the two together, and I thought you’d—”

With a shove, Rainbow created a loveseat.

“—wanted more room.”

Rainbow continued molding the cloud, but every poke into it made it smaller. Soon, she had created something worthy of sitting on, except the clearance between the two forced the snacks forward. Any closer and their wings would touch at the slightest extension.

Rainbow munched on some yellow kernels. “You know, I heard this movie’s really scary. You can always stick your head in the cloud. I won’t make fun of ‘ya.” She sniggered as she pictured the stallion screaming in panic out of the fly-in. “Well, maybe a little.” Rainbow split the pretzel into two, and offered half.

Swift found it incredible how quickly his appetite had returned. He nibbled on the baked treat as the projector in the rear powered up, lighting up the wide screen with white. Swift turned back, scrutinizing the device. Hey, how do they get that thing to work up here, anyways?

A beep from the surrounding speakers erased his thought. The same sound repeated itself, as the image counted down from ten to two. For an instant, the moon above was the only light, but the same celestial body appeared on screen a second later, with a faint, grainy color. A zoom-out later, the projector depicted two ponies on a hilltop, with soft, piano music playing in the background. It only took three lines of dialogue from both actors for Rainbow to stick her tongue out.

“Ew,” she whispered. “They’re on a date.”

Swift nodded with a scrunched face. “Is that supposed to be the scary part?” he mumbled. “Rainbow, are you sure—”

Suddenly, a pink blob flashed on screen, snatching the young couple away with frightening screams. Similar noises broke out in the Fly-in, including from Rainbow. However, her partner was stifling his laughter, much to her surprise. When she turned Swift’s direction, she noticed her wings brushing his side.

“Sorry,” Rainbow said, as she pulled the wings back in. “I got…” Scared was at the tip of her tongue, but a head slap erased it. “…never mind. Won’t happen again.”

An hour into the movie, five ponies tip-hoofed through a creaky, dark corridor. A unicorn mare led the way, using her horn as illumination, except she could only see a few inches ahead, as slimy pink goo dripped from the ceiling. Each splatter onto the wooden floorboards added to Rainbow’s trembling. She reached into the popcorn bucket, finding the container’s bottom, but grabbed onto empty air anyways, and then tossed it into her mouth.

Swift leaned toward Rainbow’s ear, raising an eye. “You need some more?”

“Huh?” Her eyes told her what she was eating. “Oh. No, I’m good.”

The glob in the movie ripped through a wall, taking two victims with its gooey arms. A few viewers flew off into the open skies, flailing their limbs, while Swift got another tickle from Rainbow’s wings. An apology later, she continued hearing snickers, prompting her to lean into his ear.

“What’s so funny?” She pointed at the screen, where the unicorn mare character made an overly dramatic monologue on how she had been separated from everypony else. “Aren’t you totally freaked out?”

Swift gave her a shrug. “Sorta, but it’s just a movie. Besides, the acting, it’s just so—” A spoken line from the unicorn got him chuckling again.

Rainbow scratched her head, wondering what her friend found so funny. As the movie shifted to an earth stallion going up some dilapidated stairs, she focused on the delivery.

“Where did everypony go?” the actor said with enough ham to make a foot-long sandwich. He reached the staircase’s top, and then made a left. “Why is this happening to me?” The muscular stallion peeked into a dark room, stretching out his varsity sweater. “What did I do to deserve this? I know I pick on other ponies, but if I make it out of this, I’ll change!” He yelled upwards, “Oh, sweet Celestia! Help me! Anypony!”

Rainbow covered her mouth, keeping the giggles in check. “That’s just so awful.”

Suddenly, the blob attacked from behind, swallowing the earth pony whole into its rubbery transparent body. Rainbow flinched, but the pony’s stilted foghorn yells removed whatever horror there was in the movie.

“Are you sure this isn’t a comedy?” Rainbow chuckled.

“He doesn’t think so,” Swift answered, pointing to a nearby stallion gnawing on his hooves.

The scene shifted back to the unicorn mare, who stumbled upon what had been her companion, now lying on the floor, drenched with the monster’s slimy substance. The mare called out for his name, earning her a groan in response. When she leaned in for a touch, he reached out for her.

But it wasn’t a hoof. It was some type of claw, a fleshy orange one with five appendages of varying lengths protruding from the center. Fangs protruded from the ends except they were unlike any pony had ever seen. Everyone in the drive-in shrieked at the top of their lungs, even the two supposedly brave pegasi sitting at the front.

Rainbow latched onto Swift like there was no tomorrow, blubbering “W–what is that?”

He embraced her in kind, unable to answer with anything other than a panicked whimper.

Rainbow’s eyes followed the unicorn running down the hall, tripping on a floorboard crack. The unicorn stumbled back up, just as her transformed friend draped with ooze slithered after her. Again, he reached out to her with the foreign appendage. This time, he connected and pulled down the fleeing pony.

“Ahhhhhhh!”

Rainbow pressed right against Swift and turned her vision away from the screen. She now had nothing but him staring right at her, having also deciding not to watch the unfolding scene. Her heart relaxed under their collective warmth until she realized this was more comfort than allowed.

When the monster on screen roared, so did the blushing pair. They released each other, diffusing the awkwardness with nervous smiles.


With a flick of a switch, the hovering screen in the sky turned dark, letting the audience free to discuss what they had just witnessed. The conversations weren’t so much filled with the gooey creature, but its transformed victims, abominations that had no official name. That didn’t stop Rainbow from giving it one.

“Oblogoblin,” she spat out as she led Swift away from the Fly-In.

Swift stuck out his tongue. “Really? I heard somepony else come up with something wicked.” He rubbed his chin. “I think it started with an S… or was it H? I got it! It was—”

Rainbow stopped his flight with her hoof. “Look over there!” she said, her eager eyes focused on a floating photo booth near the Fly-In’s entrance. “C’mon! I got an idea!”

He would’ve said okay, except Rainbow already yanked him all the way to the booth, and through the curtains. Inside, they wriggled onto a solitary bench, one that made the accommodations at the outside movie theater look like first-class seats.

“You know all those really bad scenes?” Rainbow commented as she fiddled with some buttons in front of her. “We should totally act them out!”

“Like this?” Swift placed both hooves on his mouth, and opened wide his jaw. “That thing’s going to eat me! For Celestia’s sake, run!”

Rainbow pushed the button, and then swiped her body. “Help! There’s goo all over me! Ew! It’s all over my mane! Get it off!”

A bulb flashed within the booth, allowing them to mimic a different scene.

“Yummy brains,” mumbled Swift with a drooling mouth.

She mimicked his drooping face. “Won’t you join us?”

In a raspy, falsetto voice, “Eek! I’m so scared!” said Swift, shaking his body.

“Huh?” Rainbow’s head tilted. “I don’t remember seeing that in the movie.”

“It wasn’t.” Swift’s smile curled slyly. “That was you about halfway through the movie.”

Immediately, Rainbow grabbed the stallion’s head. “You’re just asking for it!” She applied maximum rubbing pressure. “Think you’re so clever, aren’t ya, Swift?”

Between fits of laughter, “I… have…” The booth took another picture. “…a good teacher.”

“You’re darned right you do!” Rainbow halted the head rub, but held her grip on Swift. “And you’re a pretty quick learner.”

“I am. Wanna see?”

Swift turned the tables on her by delivering a noogie of his own. Remembering what happened earlier, she countered with a wing tickle, immediately loosening the stallion’s grip. The bulb flashed once more as the two pegasus wrestled within the photo booth in a tickling war, until their snouts grazed each other in the middle. Both froze, their eyes aligning with each other. The temperature rose and yet, their breaths slowed with each inhale. They had a reason to smile, the fact that it was just the two of them in this space, away from the distractions of the world.

A bright light doused them with cold water, making them inch away in opposite directions through the curtains, and back into the starlit night.

Without a word, Rainbow snagged the two sets of photos, and without looking at the result, secured them in her small pouch. When she did so, however, Rainbow felt something long and thin, an item that was a last second addition. She didn’t think it would be of any use, but now, it was a way to break the stillness.

“Hey, um, listen,” said Rainbow, her eyes casting down. “I got an idea on what we could do next, but I’m not sure if you want to go along with it.”

Swift found comfort in tousling his mane to relax his nerves. “Yeah, yeah, whatever, um, just, y–you’re the one leading the way tonight.”

“Are you sure? I kinda was thinking more about myself with this one and—”

“No worries,” he interrupted. With a deep breath, he was at ease. “Whatever you want to do, let’s do it.”


“Me and my big mouth,” muttered Swift.

Tied around his flank was a blue flag, just like his friend save for it being red. She was hiding in one of the high clouds above Cloudsdale, forcing him to do the same. He stuck his head into the open, hoping to see either cyan or rainbow colors. Swift hadn’t seen either in the last ten minutes, but now he did, and it was streaking right his way.

“Ah!”

He retreated into the cloud, forcing her into an all stop. Scanning the hiding spot, Rainbow figured a quick burst right through the middle would break up the cloud, flushing out her target. Slamming the throttle open, she ripped through the white, instantly breaking it apart into a transparent haze. As she made a U-turn upwards, Rainbow expected to see a fleeing Swift, only to find a ponyless sky.

“Darnit. Where did he go?” she whispered to herself. “He couldn’t have flown off that fast.”

Glancing back, she found Swift had tucked in behind, and was now reaching for the win. Rainbow twirled around, but the agile stallion matched her moves, forcing her into a few random loop-de-loops, and a corkscrew. Another peek hinted at success, only for Swift to come from the side for another grab. She pulled right, and then curved back for a counteroffensive, except he had done the same. Soon, the two pegasi found themselves in an endless spiral, until the two drifted into a cloud. From within, the two split in different directions, with the force strong enough that it obliterated the cloud. After a few seconds, the two stopped in mid-air to face each other, and for a much-needed break.

“Oh, so you’re finally going on the offensive, Swift?” she yelled as she wiped off some sweat.

“Nah!” he replied after a long pause for air. “You’d be… on me if I wasn’t! Besides, you said… no tackling! Can’t let you get away with that!”

“By being sneaky? What? Too chicken to go right at me?” Rainbow pounded her chest. “C’mon!”

Swift shook his head. “Don’t you think we should take it easy? I mean, the last thing we want is for one of us to get hurt!”

She began pecking the air, while making a squawking noise. Rather than getting on her friend’s nerves, she heard a loud guffaw, an infectious one that took quite a while to cure itself.

“Just for that, “said Swift, coughing out the last of his mirth. He opened his mouth to say more, but instead, he went right at the mare at maximum speed.

“Oh, no! You’re not getting the jump on me!”

Rainbow aimed right at the stallion, despite her mind warning her of a collision course. Now it had become a real game of chicken, as one had to divert, or otherwise take each other out high above Cloudsdale. Swift had no reservations biting his lip, and having his eyes tremble at the rapidly closing Rainbow. She hid her fear behind a confident grin, until the gap closed to within five seconds. Even the daredevil pegasus found the situation too crazy, so she veered downwards, only for Swift to do the same. She went vertical, but the stallion mimicked her motions like a mirror. Now flying parallel, they lunged at each other, with Rainbow getting a touch on Swift’s blue flag, jarring it loose from the belt. Swift immediately backtracked for it, grabbing it with his mouth. Unfortunately, that was the opening that Rainbow needed. She swung her hooves wide like a claw, and then closed it around his body.

“I got—whoa!”

Immediately, Swift weaved about like a wild bronco in the sky, rattling his passenger’s marbles. Still, she held tight with one hoof, while reaching for his muzzle with the other. Swift countered with a downward spiral, forcing her to improvise. With some wing flaps, she wrestled some flight control away, as they approached a large, wide cloud top. With a heave, she made him level off his descent enough for a crash landing through the soft white. As the cloud dust settled, Rainbow emerged right over Swift, with her hooves holding him down. The blue flag was mere inches away, ready for the taking, except its location made her cheeks catch on fire. The moment she inched herself closer, Swift loosened his jaw, letting the flag fall onto his side.

“Okay… you win, R—Rainbow,” he stuttered.

“Huh?” It took her a moment before she realized he no longer had the flag. “Oh, um, yeah.” Rainbow tossed the flag in her pouch, before helping Swift back up. “How about we take it easy, now.” She walked to the cloud’s edge for a look down. “We got a pretty cool view from here.”

“We do?” he replied as he sat next to her.

Below, sparkling water cascaded from the highest Cloudsdale buildings to the edges of the city’s foundation, before flowing freely toward the lush, green plains on the ground. The Cloud Factory laid dormant, save for an occasional hiss of harmless vapor coming from its tall stacks. Small dots moved all around the city, with a congregation at the city’s center where there was a stage. They could make out the faint melodies, but they made their opinions about them known by their folded ears. They then spotted the Fly-In, its screen showing the blob from the moon and its mutated offspring to a new, frightened audience, and the Wild Blue Yonder Restaurant, which stood out from the surrounding buildings thanks to its curves. At the city’s edge floated the Cloudiseum, with the temporary track surrounding it, but any details were lost in the veil of darkness.

“You know,” said Rainbow, gazing at the glistening stars above them, “I like to come up here sometimes, and just, think about stuff.”

Swift joined her vigil. “Like what?”

“About how awesome I am,” she boasted. “Or how good I’m going to look in a Wonderbolt costume.”

“Oh,” he said, somewhat disappointed at her tone.

Rainbow’s voice softened up. “But right now, all I can think about is how with all the friends I hang out with, with you, it feels, different.”

“Different? What type of different?”

“I’m not sure but it’s a good kind of different” She inhaled the fresh air, while shutting her eyes. “Thanks, Swift.”

“Eh?” He shifted his attention her direction. “Thanks for what?”

She followed a star crossing across the sky. “Thanks for being my—” Rainbow flicked her mane. “Um, thanks, for being with me, Swift.”

He would’ve called her out for being sappy, except his heart had sprouted wings and wanted to fly away. Instead, he rubbed his hoof on the cloud. “You’re worth being with, Rainbow.”

They stood silent admiring the stars, until exhaustion crept up on Rainbow, making her yawn. “Now I’m thinking how I really needed a longer nap today. Darn that Blaze and his training.”

“You wanna call it a night, then?” Swift asked.

Rainbow wanted to say anything other than no. The moon had yet to reach its apex, and she had only crossed off half the plans she had in mind for the night. However, even she couldn’t ignore the clamoring for sleep from her body. “I guess,” she replied, hanging her head.

Swift pushed off the cloud, while Rainbow readied to do the same. After a few strained flaps, she folded her wings back in with a groan. Home was quite a bit aways, but she already felt as though she was in her comfy cloudy bed.

He landed in front of Rainbow with concerned eyes. “Something wrong?”

“I’m too lazy to fly,” she whined. A light bulb came on, so she put up an act with a pouty face.

“Gotcha,” he said, rolling his eyes. “Let me prep a cloud for ‘ya.”

“Actually,” Rainbow muffled her yawn, “I got a better idea.”

Before he could respond, she parked herself on his back, with her hooves wrapped around his neck. Immediately, his face lit up in crimson, but disappeared when she gave him a small kick in the flank.

“Giddy-up!”

He snorted with disapproval. “Hey! I’m not a… you know what I mean!”

“I said giddy up!”

After much grumbling, he took off. With the extra weight, Swift immediately lost altitude, realizing that not only was he succumbing to sleep, but it also cemented the fact that his carrying capacity was only one pony. He found just enough power for level flight, but the speed was stuck at gentle cruise. He expected complaints from Rainbow, but instead, she burrowed into his mane as though it was a pillow. Her face was hot enough to roast marshmallows, but she was too tired to care. If anything, riding on his back was not that different from lying in bed, except there was this warmth, one that not even a blanket had provided before.

“You know,” whispered Rainbow, “tonight wasn’t that bad. We should do more stuff like that, dontcha think?”

Swift could only muster an “Uh,huh,”, as he tried concentrating on where he was going rather than who was on his back, his friend. At least, that’s the label he tried affixing to her from the moment they had met a month ago, but now, the adhesive was wearing out. He had no clue what that meant, nor could he explain the strange emotions that flowed through his body.

I feel so weird, but I don’t mind at all. He beamed in delight. Actually, I sorta like it. I feel wicked! I feel free! I feel—

He sensed something dripping onto his neck. Glancing back, he found Rainbow fast asleep, with her piggish snores muffled by his mane. Immediately, his face contorted at the source of the dampness, her mouth.

Ewwwwww! Drool!

Swift let her sleep away in peace. It was the least he could do for the mare that lifted his spirits in ways nopony else could.

Author's Note:

There's art for this chapter. The hair color got mixed up but this should be familiar:

http://fav.me/d88b6vf