• Published 25th Sep 2012
  • 6,542 Views, 133 Comments

Sororal Instincts. - Reptilicus

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Rest your head close to my heart.

To an outsider, the arrival of Twilight Sparkle to Ponyville would have seemed almost like an omen. A harbinger of things to come. A herald of the various terrible and often amusing atrocities that now befell the town. Infestations, invasions, swindlers, entrepreneurs, false prophets, and occasionally even the cosmic beings that controlled the nature of the universe itself had all visited the quaint town since the arrival of the studious purple unicorn. She possessed a great talent in magic, but also seemed to be cursed by said talent. Wherever she went, disaster tended to follow. As long as she remained outside the protective graces of Celestia herself, trouble brewed. Was it coincidence? Bad luck? Or was it simply fate trying to prove a point to the equine bookworm? Nobody in Ponyville could really say. Partly because it was of little concern to them.

Despite these new grievances and problems, the ponies of Ponyville carried on in their happy lives as usual. Routine was still the theme of the day, as the citizens awoke, did their jobs, displayed their talents, and eventually turned in for the night. They knew their world was not as safe as it once was. The invisible bubble of innocence that had so long hung metaphorically above the town, warding off evil, was gone. Celestia was not as all-powerful as they had all thought and new threats loomed over the kingdom. They never felt as secure as they once had. Not anymore. But they did not change for it. Perhaps the citizens would look over their shoulders a bit more often than usual, but for the most part things continued as they always had. One would think the ponies were afraid of change. Perhaps afraid of that which is different. But this would be an incorrect assumption. The ponies of Ponyville knew that the longer we dwell on our misfortunes, the greater is their power to harm us. And so, as happily as they could, they did not dwell.

Needless to say this particular philosophy was not universal among the citizens. In particular the mind of a small orange pony who at the moment was dwelling hard. Dwelling like it was going out of style. Dwelling like the world was coming to an end. Dwellin' like Magellan. Dwellin' like a felon. Her young mind preoccupied with the thoughts buzzing around her head like a particularly hungry parasprite that had found itself in an all-you-can-eat buffet. The thoughts in particular were simple, as she herself was a simple pony. But their implications were infinite. Was she happy? Why couldn't she trust the older wiser adults who frequently came forward to offer help? Why did their charity upset her so much? Did she relish her independence too much? Was she afraid of getting hurt again? Why did she feel so comfortable around Rainbow Dash? All she'd wanted was a mentor. But she was finding something much more. Someone she could trust. Did she like this feeling? Could Dash be considered family? Did she even want a new family? Why wasn't Dash ashamed of her when she cried? Like her old family had been. Why was Dash so much more caring than her parents had been? If she ran away from Ponyville, would anyone miss her? Would Dash miss her? Would anyone cry? Did her friends really like her for her personality? Did the three of them hang out simply because they all felt lost without their cutie-marks? Would earning them somehow vilify their fragile existences? Why is Pinkie so weird?

These errant thoughts floated around in her head, crashing into each other, causing thought pileups on the great thought highway. Their little thought drivers shaking their fists angrily at each other and threatening thought litigation. Trading thought insurance cards while the thought police showed up. Thought traffic slowing to a crawl as passerby's took photos of the disaster.

Scootaloo was laying on a snowy hill on her back, her front hooves pulled up to her chest to keep her hooves from getting cold. The warm scarf that had been given to her by Rarity served as a blanket of sorts. Much like the hat that had been given to Rainbow Dash days prior, the scarf was a dark blue, almost black, with white and sky blue stripes going down its length. On either end of the scarf as it tapered off was a large red "S" to signify the owner. She was not alone on the hill. The other two members of the Cutie Mark Crusaders were there as well, along with Twist who was an old dorky friend of Applebloom and a boy from their class named Snails. Twist had recently learned she was remarkably talented at making confectioneries and her cutie mark showed it off. Two small pale candy canes, arranged nearly perpendicular to form a small heart sat on her light beige flank. Snails was slow but honest. Whether he was honest BECAUSE he was so slow is yet to be known. He was a tall thin yellow lanky unicorn whom was currently at the unwilling mercy of early puberty. He had the innate ability to communicate with snails, slugs, and other small insects. According to him, they were very wise creatures. Nobody believed a word of this but he was loved by most of the other schoolchildren all the same. He wasn't too bright but he was friendly and enjoyed hanging out with Twist. Twist had been an outcast from the social in-crowd at school, much like the Crusaders, until she had discovered her talent. Now the rather geeky filly with the thick purple glasses had often found herself in the company of "the cool clique" of popular kids at the school. But she still found time to hang out with her old friends.

At the moment the five small ponies were happily lying in the snow staring at the clouds as they passed by, discussing what they thought each cloud looked like. All that is except Scootaloo who was, as mentioned before, entirely lost in thought. At least until the silence was broken by Snails.

"Aye uhhh Scootaloo? Did ya hear my question?"

Scootaloo's pupils dilated as she was brought back to reality.

"I was askin' if you knew what your folks were getting you for Hearths-Warmin's eve!"

Applebloom coughed loudly and shot Snails an angry glance. Scootaloo cleared her throat.

"I don't have any 'folks', Snails. They've been gone for a long time."

"Oh. Weird. Uuhhh? How can you not have folks?"

"I just don't, Snails. And I'm glad. Parents are dumb."

"Uhh well what are you doin' for Hearths-Warmin' then?"

"I guess I'm spending it at Sugarcube Corner."

"Do ya think you're gonna get any gifts?"

"Nah. I don't know anyone there very well. Other than Rainbow Dash. And Pinkie, I guess."

Sweetie Belle rolled over and looked at Scootaloo.

"Scootaloo was your secret supposed to be under the restrict....uh...restrickon...um, like confidential to the Crusaders?"

"I guess. Everyone seems to know now. Even Snails knows now."

"What do I uhhh know?"

"Ugh, nothing."

Applebloom flipped over on the snow next, which was difficult with the oversized parka her grandma had made her wear. The large pink bow she wore in her bright red mane was coated with snow which fell in small bits as she spoke.

"Why don't y'all ever like talkin' about yer old family, Scootaloo?"

"I just don't. And I don't like you guys bringing it up." Scootaloo could feel a small pain in her throat. Like she wanted to scream but couldn't. Every time this issue came up it was like a punishment. She hated talking about it.

"Well....alrighty!" said Applebloom, satisfied with the answer. She flipped over onto her back again. "Hey Twist! What do you think yer ma is gonna get ya?"

"I'm not thertain but I think thee ith gonna let me help over at Mith Bonnie'th candy thop!" replied Twist, her lisp being simultaneously cute and annoying all at once. "What about you, Thweetie-Belle?"

"I think Rarity is getting me some sort of tape-recorder. She's been saying I should record my voice when I sing, but I'm not really sure why."

"You sing really well sometimes, Sweetie." said Scootaloo.

"Ya! Applejack says y'all have the voice of an angel!" chimed in Applebloom.

"My dad says I have the voice of a giraffe." finished Snails loudly as the other small ponies gave him curious looks.

The five youngsters grew quiet again, happily staring at the clouds for a few more minutes until the silence was yet again broken by Snails.

"Hey uh, Scootaloo? What's Rainbow Dash like? Is she really really really really really awesome and the coolest pony in Ponyville like we always said?"

"Yeah, Snails. She's really great. She's really kind and brave and she makes me feel like I'm special and... not broken and weird."

"Are we ever gonna re-open the Rainbow Dash Fanclub?"

"I don't think so. It seems kinda pointless now."

Snails looked disappointed. But his mood brightened when a small chubby blue pony with a brownish messy mane came running over the hill. It was his old friend, Snips, another young foal from the same school the others attended. Snips was not the most fit pony around, actually being quite fat, and it showed as he came wheezing up to where the others were laying. He stood for a fat moment catching his fat breath.

"Hey Snails! Me and Featherweight need more players for kickball! You in?" he managed to gasp out, sweat rolling down his fat blue face.

"Wuuhh oh yeah! Yeah I want in!" Snails shakily flopped over and raised himself up on all fours, his lanky legs seeming to wobble around with a life of their own. A keen observer would think he'd never walked before, like a newborn deer taking its first steps.

"Oh! Can we play?" asked Twist.

"Nope! Boys only!" quipped Snips in a somewhat matter-of-fact tone as if this was common information.

"You're just afraid cause you know I'd win!" Scootaloo snorted, a proud smirk on her face.

"You'll have to win another day, Squirt." called Rainbow Dash who had landed a few feet away in the snow, landing so delicately there had been no sound at all. All six of the little ponies turned their heads to gaze at the blue speedster with the rainbow-colored mane.

"Duhhh... HI RAINBOW DASH!" shouted Snails as awkwardly and loudly as possible, almost tipping over from the volume of his own voice.

"Hey guys!" replied Dash, waving a hoof at all the other small ponies. "I'm here for Scootaloo."

"What are we gonna do today, Rainbow Dash?" cried Scootaloo who galloped happily up to the large mare and immediately clung to her leg.

"Ever been to Cloudsdale, Squirt?"

Scootaloos eyes grew wide as she shook her head no. This elicited a small chuckle from Dash who rubbed the top of the small pony's head.

"Thought not."

After saying their goodbyes, Scootaloo found herself safely strapped inside a large saddlebag at Rainbow's side.There was a gush of wind and a flurry of snow as Dash rocketed into the air, sending chunks of the snowbank flying through the air. Scootaloo laughed happily at the speed in which they ascended. Small brown goggles adorned the filly's face as the two ponies soared higher and higher. Scootaloo peeked her head out of the saddlebag to glance down at the earth below. The snowy hill was gone. And Ponyville itself was becoming a small colorful mass of specks in a vast sea of white and green. Like a colorful shake of pepper on mashed potatoes. Clouds passed by, in small clumps at first, growing larger and more complex as the higher they flew. As the clouds grew more elaborate, shapes began to form on them. They went by too fast for the filly to identify. They almost seemed like structures, as if architecture was nestled on their surfaces, all made of the same white wispy material the clouds themselves were formed of.

Scootaloo closed her eyes. It was an sensation she had never felt before. The loud whistle of the wind as it rushed by them. The gushing it made as it entered her ears. The feeling of speed as her purple mane flew erratically around, buffeted by the currents. The air was crisp and clean and cold. Every strand of hair, every bit of fur, every feather on her body was being caressed by the air itself. She could feel the small muscles in her wings trying to adjust themselves to the movements in the air. It felt like freedom. True freedom. Here was an infinite space meant for her and her alone. It was blissful, to feel so buoyant, so weightless, so unleashed as they flew to and fro, over and under the great white masses, climbing ever higher into the heavens. Contentment washed over the filly. Being here in the air, where her species belonged, it felt like paradise. Like a place she never wanted to leave. And was a place she woefully realized she'd probably never be able to visit without help. This dark thought broke through the happy whirlwind of wonder in the filly's mind and all at once the feeling of joy was gone. The contentment was gone. Replaced instead by a feeling of queasy disappointment. She glanced at the small frail digits that jutted out of her small fuzzy body just below her shoulder blades. Her tiny excuses for wings. It wasn't fair. And with that thought Scootaloo crawled back inside the saddlebag, removed her goggles and decided she'd had enough of the world for one day.

The quiet beating of Dash's large wings slowed down as the two ponies found themselves on the precipice of a large cloud bank. Dash smiled at the sight before her. Her home, her birthplace, the great city of Cloudsdale. They said if you could make it here, you could make it anywhere. And if you couldn't? Join the club. It was a busy metropolis full of busy ponies and that was the way they liked it. The sights, sounds, and smells were overwhelming and Dash couldn't wait to show it to her small passenger. She removed the saddlebag and delicately placed it on the ground, frowning slightly when she noticed Scootaloo didn't seem to be attempting to climb out. Dash opened the flap on the top to take a look inside, finding herself staring at a tiny tear-stained face.

"Oh gosh! Scoot what's wrong? Did you get hurt? Did I hit you with my wing? I didn't break anything did I?"

"I'm fine." she squeaked.

"What?! Scoot don't lie to me I can tell you've been crying in there."

"No, I haven't!" the filly growled trying her best to sound angry.

"You're killin' me here Scoot! Just tell me what's wrong."

Rainbow put her head into the bag and gently nuzzled the top of the filly's head, trying her best not to panic at this sudden grieving on the part of her passenger. The last thing she wanted was this adventure to be ruined before it even started.

"Just tell me, Scootaloo. Please. I only wanna help."

"I'm never gonna be able to fly like you."

"Oh pffffffffttttt!" Rainbow blew a raspberry. "Scoot, your wings are just underdeveloped. It's part of being a kid. I promise you once they get bigger you'll be just as good as me. Maybe not quite as fast or awesome, but close enough."

"Really?"

"Heck yeah! I'll even teach you a few of my moves when you're a bit bigger."

Scootaloo smiled happily and shuffled quickly out of the bag, immediately coming to a stop when she realized she was standing on a cloud. She stared down in horror at the cold white fluffy substance, a completely foreign material to her. A material that for all intents and purposes seemed almost immaterial. Rainbow was trotting away as Scootaloo stood perfectly still, too frightened to move. A quiet fearful whimper came from the filly. Rainbow stopped and turned, grinning as she realized her small friend was scared of the somewhat smushy cloud surface.

"It's safe, Scoot. C'mon."

Another whimper. Scootaloo slowly reached out her back right leg and tried to push open the saddlebag flap. Using her forelegs she then attempted to push her body back into the saddlebag while touching as little of the cloud as possible. Her hasty retreat was not going unnoticed. Rainbow sighed and shook her head, trotting a bit closer.

"Scoot. I'm totally serious, here! Pegasi can walk on clouds fine. Even little pegasi can do it. Even on really thin cruddy clouds. It's what we do. You're gonna be fine, Squirt. C'mon we have lots of fun stuff I want you to see!"

"I don't like clouds."

"Well yeah, not right now you don't. Once you get used to them they'll be like your most favorite thing ever. I guarantee it."

Scootaloo reached out one of her forelegs, placing her hoof on the pearly white substance and pressing gently down onto it, afraid it might give way under her weight. She tested its viscosity with her hoof about twelve times as Rainbow watched, growing impatient while simultaneously trying not to giggle at this event as it unfolded.

"Just walk to me, Squirt. You're going to be ok. Trust me. I won't let you get hurt."

It took several minutes and a few awkward starts but soon the filly was crawling behind Rainbow Dash, keeping her body close to the surface in a still-nervous shuffle, hugging onto the misty surface. Scootaloo's small wings were buzzing fiercely, trying to propel her faster across the white mush. Rainbow was doing her best not to laugh at the antics of her tiny comrade, remembering the first time she'd set foot on a cloud.

"You know, Scoot, I remember when I got over my fear of clouds."

The small filly said nothing, continuing to shuffle forward while glaring at the cloud surface as if hoping she could hate it enough so it would turn into ground or a proper floor.

"I remember my parents put me on a little raincloud above a mountain once, and said I wasn't allowed off of it until I could fly. I was a lot younger than you at the time."

Scootaloo shuffled faster, eager to hear more of the story from Rainbow who was picking up the pace as they neared the city. Bravely, she pushed herself up off the springy surface, her movement becoming a panicked trot.

"I'm not sure how long I sat on that cloud. It kept getting smaller and smaller as it rained. I remember feeling it falling apart underneath me. I remember calling for help and crying."

Scootaloo broke into a gallop, not wanting to feel left behind.

"What happened?" the orange filly asked as she ran.

"I broke three ribs and both of my back legs when I hit the ground." Rainbow answered with solemn grimace.

Scootaloo's small ears folded flat against her head as she took in this information.

"That sounds horrible!"

"Yeah, well. There's alotta reasons I don't talk to my Mom and Pop much these days, Squirt. Anyway check out what's ahead."

Cloudsdale rose ahead, a glorious symbol of the former empire of the pegasi. A megalopolis of sheer gleaming beauty that rose from the arcing assemblage of cumulonimbus clouds that made up most of it's base. Each streaked with grey stratus which were adorned by multiple small tenements, each dotted with hundreds of tiny windows, lighting up the outer crust of the city like a million fireflies. Vast ziggurats rose from the center of the city, piercing the sky at an impossible height, each covered in lintels, their cornices dotted with minutely sculptured statues of winged horses, griffons, and hippogriffs from an age long ago. Weather-vanes, antennas, and a few satellite dishes dotted the numerous rooftops. All the masonry was formed of various varieties of clouds, sky, marble, and rock, which merged together to create formations that would be impossible on the ground. It was the jewel of the sky, the pride of the heavens. Founded by the great grandson of Commander Hurricane, who helped found Equestria with the tribe of warlord pegasi who ruled the sky thousands of years in the past. In it's heart was the star MESARTHIM which had been placed there as a blessing from the sky goddess herself, Princess Luna.

As the centuries passed the star had long been covered by the great aggregation of buildings, skyscrapers, roads, and layers of cloud. However its presence was felt by all. It radiated pure warmth and love from it's core, and it's gentle gravitational pull ensured that the architecture that made up Cloudsdale would never, and could never float away without great effort. The city itself occasionally drifted from the winds, but by nature the pegasi were always able to find it. They were always drawn to the star. It was second nature to them. They were born from the sky, and so too did they always return. It was a hive and an empire and a metropolis of frightening proportions all at the same time.

All this made the billboard that one saw upon entering the city all the more ironic:

"Welcome to Cloudsdale! The humble city in the clouds!"

"This is it, Scoot. This is the city. This is our city. Where we belong. Everything our race has ever achieved or done to alter history had it's beginnings right here, kiddo. Cool, huh?"

Rainbow glanced down at Scootaloo who was gawking wide-eyed at the colossal urban paradise, her jaw hanging open.

"It's....so big." the tiny filly managed to whisper after many moments of shock.

"Yep. It sure is. And we're gonna see all the coolest parts of it today, Scoots. But for starters, let's get some grub! I'm starved!"

*************************************************

The two winged horses galloped their way through the streets of town, the small one turning her head this way and that to gaze at all the buildings and structures that seemed to expand infinitely in all directions around them. Pegasi of all sorts clopped quickly through the streets, eager to get to their destinations among the hustle and bustle. Chariots carrying the aristocrats and wealthier ponies soared through the air, stopping only to allow other ponies to cross the street in front of them. Great shadows were cast along the ground by great colorful airships, most of which were powered by magic, their small delicate fin-propellers eagerly spinning in the wind. Occasionally a small rope ladder would extend from one of the airships when it made its stop, allowing ponies to get on or off. This was their version of public transportation. A far cry from the humble few taxi wagons of Ponyville or carriages of Canterlot. A few of the dirigibles were adorned with intricate colorful designs, with rudders made of long metal digits, sinewy colorful cloth stretched betwixt these, giving them the appearance of giant flippers as if from a great sea monster. Large gondolas covered in fine art and pennants dangled from the bottoms. These particular zeppelins belonged to the royal family and large corporations of Ponyville. Some of which gleamed with gold trim, others with electronic screens made of tiny glass bulbs that sat on their undersides, broadcasting images and news to the ponies below. The air itself was full of as much life as the streets were. Pegasi of all shapes, sizes, and colors flew through the skies, many of which wearing tunics and robes, with the richer ones wearing elegant togas and various jeweled palliums and caligae, all made of the finest silks. Strange scaley birds, oversized butterflies, and fluffy multicolored bats sat perched on wires and roofs, some daring to hop around the cloudy streets in the hopes of finding food.

Rainbow and Scootaloo soon arrived at one of Rainbow's favorite diners. It was called the "The Hangar" and was two parts fancy restaurant and dive bar. Oldschool rock music from the great Eric Clopton played at a somewhat low volume through the loudspeakers duct-taped to the ceiling. It was a low-budget sort of place. Clearly independently run by someone who didn't care much for appearances. But what it lacked in beauty it made up for with a relaxed atmosphere and some of the tastiest greasy food in Cloudsdale. It was handled by an old bronco named Jet who often wore a stetson and jackboots while he sat behind the bar, his long grey beard decorated with with braids, his vest hiding the fact he was missing one of his wings. A painful memory of his days as a member of the Royal Guard. The Hangar did well for itself due to it's signature sandwich "The Wonderbrat" which was made with a veggie-sausage full of ground up jalapenos, pears, and pickles. This sausage was placed onto a grinder covered with hayseeds and delicately drizzled with olive oil and a homemade mayonnaise created with apple cider vinegar. It was the star of the menu and a favorite amongst many ponies, and often recommended by Jet himself for anyone who was new to the eatery. Scootaloo and Rainbow each had one, with Scootaloo remarking it was one of the best sandwiches she'd ever had.

The two exited the establishment after Rainbow paid for herself and her young friend, and found themselves visiting an ice-cream chariot that had been passing by at the moment. It was labeled "The Ice Cream of the Future" because it was created by taking snow clouds and separating them into tiny balls and then soaking them with flavored syrup. There was nothing really futuristic about it and had been around for more than a decade, as Rainbow had mentioned. It was still delicious however. Rainbow got a small bowl of strawberry flavor while Scootaloo had maple. They ate as they walked.

The list of places they visited during the wee hours of the day was quite lengthy. For starters their journey truly began when they visited the Weather Control Institute where Rainbow would occasionally report about the weather over Ponyville. It was a large modern sort of building, with dozens of small glass windows going up it's front. The top was a myriad of various types of antennae and radars that took measurements of the wind and humidity all the time. A few employees within the establishment greeted Rainbow when she entered, often asking if Scootaloo was her daughter or sister. Rainbow never really knew how to answer these questions and found ways of deflecting them each time. She proudly showed Scootaloo all the scientific processes that went into creating the weather. The vats that made snowflakes, the urns that made tornadoes, the conveyer belts that powered the big snow mixers and other such frivolities. After that the two ponies visited the colosseum where the Wonderbolts often performed their amazing pyrotechnic airshows. They were not there that particular day, having been called away to defend Canterlot against a group of bandits lead by a fiery wyvern.

An annual race was taking place that day amongst many of the fastest pegasi in the city. Rainbow proudly mentioned she'd managed to beat all the contestants in races at least once in her life. She planned on participating in this particular derby at some point in the future to show these amateurs the true meaning of speed. The ponies moved at an incredible speed, some even breaking the sound barrier as they performed 100 laps of pure adrenaline. Scootaloo watched with amazement at their grace and agility as they tore through the air, a shriek of crackling air echoing over the cheering crowd whenever the racers passed by closely. Hats, popcorn, ticket stubs, and some togas were all tossed into the air as the crowd roared at the end of the race, the winner having won by a mere fraction of an inch, gratefully hugging his opponents as he excepted his medal and prize money.

Their next destination was the Commons, an area in Cloudsdale where all the main thoroughfares and highways that connected all the roads in the city met in one grand area. It was almost like a fair. Ponies pushing carts, selling odd knick-knacks and wares abounded. Street performers, choirs, gypsies, magicians, clowns, and inventors were everywhere with their own small tents, glad to show you their particular special talent for a bit or two. Carts full of elegant street cuisine were being hauled along by young chef ponies, eagerly hoping their edible creations would nab the interest of any elite aristocrats who were on the lookout for personal chefs. The place was packed and it was very easy to get jostled around by the incessantly swarming crowds who made their way through. Scootaloo climbed onto Rainbow's back, afraid of getting lost. Great gleaming billboards and screens adorned the large expensive apartment complexes that sat along the streets. Each advertising a product or showcasing some interesting new event happening in the city. Some of these floated around, supported by magical propellers that kept them aloft. A band of wandering musicians played a merry gypsy tune that floated through the air over the constant murmurs of the crowd. Next to them was a griffon, her feathers dyed purple and green, juggling small glass spheres. A small cluster of ponies were merrily dancing to the music, glad to have a place to let off steam. Nearby a barker was shouting into a megaphone, holding auctions on fine jewelry, some of which Rainbow recognized as formerly being pieces owned by Rarity. A few artists were on the streets as well. Some simply there to paint the town on their small canvases. Others there to paint ponies as caricatures, for a few bits each. A brass caravan covered in horns made its way through the streets driven by a changeling mime. A tinny tune played as it passed, every horn firing out a small collection of colorful bubbles shaped like musical notes. The Commons had originally started as a slum for poor ponies but had grown to become a melting pot of music, culture, ideas, and food. Rainbow loved every minute of it, and hoped her young ward was enjoying it as well.

As Celestia's sun set and the skies darkened, great glass spheres began to rise from under the surface of the cloud streets, floating via some ancient enchantment, a spark of white fire filling each ball as it rose. These served to illuminate the streets. Cloudsdale, like most large bustling cities, had a very active nightlife. For this reason it was a favorite destination of Luna, whom in the past was known to be fiercely jealous of the day and all the activities it brought. Although it was not late yet, Rainbow could hear the tiny quiet yawns of the small pony who had been silently sitting on her back for the last few hours. But before they turned in she wanted her to see one last thing in the city. The local park, known as "Apollo Acres" which was full of various birds, bats, and other flying creatures. Many of which had never seen the surface world, miles and miles below the city. Giant moths and dragonflies nearly as big as a pony sat nestled in the many colorful cycad trees that had evolved to draw moisture from the clouds, their roots gleaming with tiny dots of light as they veined into the white surface of the ground. Every night Apollo Park had a fireworks show, established nearly fifty years ago to date by an old wizard pony. Vast colorful pyrotechnics lit up the sky, typical explosions of sparks at first, growing more and more complex as the night went on. The latter ones formed shapes, words, and by some enchantments a few animated across the sky, appearing as great scorpions, bears, fish and cranes that swam and clawed their way across the night. The show was a favorite among citizens.

"Clouds ain't so bad, huh?" Rainbow smirked, as she lay on her back staring up at the sky next to Scootaloo who just nodded happily, afraid to look away from the fiery aerial display in the sky on the chance she miss something.

Eventually the show came to an end with a large brilliant smattering of sparks that read "Have a Happy Hearths-Warming!" that spun off into space and faded away. The few ponies that had enjoyed the show in the park were now heading back into town. Some to go to bed and some to go to the various late-night clubs and bars that would remain open for the rest of the night.

Scootaloo had flipped over and was laying on her belly, staring at the ground looking guilty. As if she'd somehow done something wrong. Rainbow was quick to notice the filly's mood.

"Hey. What's wrong?" she whispered gently. Scootaloo closed her eyes and buried her face in the cloud surface.

"I'm sorry."

"What? What're you sorry for, Scoot?"

"You've been so nice to me and spent so much of your bits and I've been nothing but cause trouble and take up all your time."

"Scoot, it's ok." Rainbow rolled her eyes, amused by the misplaced selflessness of her ward.

"No it isn't. You shouldn't have to do all this stuff for me. You've saved the world twice and now have to buy me ice cream and medicine and stuff. You shouldn't have to do that stuff."

"I don't have to." Rainbow replied gently picking the sad filly up and placing the child delicately on her own toned stomach. "I do it cause I want to, Squirt. I like seeing you happy and I don't want to worry about if you're ok or not."

Scootaloo sniffled quietly and looked up at the sky. "I feel like I don't belong here."

"Why's that?"

"I can't fly or do anything special. I'm a freak of nature. I don't know anything about being a pegasus. I might as well be a dumb ol' earth pony."

"Hey now! Earth ponies aren't dumb! Well maybe Applejack is but don't tell her I said that and also that's besides the point." Rainbow petted the filly's small head. "Scoot, you have as much reason to be here as I do."

"How?"

Rainbow thought a moment and then gently lifted Scootaloo's arm, and had her press her small orange hoof against her own chest.

"Scootaloo, what's inside of your chest?"

"Um....ribs?"

"No, no. Past that part."

"My heart?"

"Yeah." and with that Rainbow gently put her hoof on the filly's back, gently pressing Scootaloo's ear against Dash's torso. "Now what do you hear?"

"Your heart."

"See? We're all the same, squirt."

In moments the the tiny filly found herself drifting off, the quiet heartbeat of her guardian lulling her to sleep and before long was snoring quietly, resting curled up on Rainbow's belly. The two lay there for a moment. Dash quietly watched the filly rest, her small round body rising and falling with each breath. This kid needs me, thought Rainbow. She was so perfect. It was so strange. This tiny being relied on her even though it didn't want to. They were so alike in so many ways. Rainbow slowly sat up, cradling the small pony in her forelegs, watching her slumbering body. Knowing she meant everything to this person. Knowing that if they were separated, things would never be the same. She felt a small lump in her throat.

It felt right. All of this felt right. Rainbow had dreams, goals, but they had always been things she wanted to achieve just to prove she was the best. And here was this kid, this little kid who thought she was the greatest person in the world. Rainbow didn't have to prove a thing. This little kid who thought of Rainbow as family, and Rainbow in turn felt the same way. She loved this child and wanted the best for her. To keep her safe and help her learn what she was meant to do in this life. To love and be loved. To give her a life better than the one Dash had grown up with. To help her achieve her dreams. And with that thought, Rainbow made a decision that would affect the rest of her life, and all those around her. As she held the filly close to her heart and hummed the Cloudsdale Anthem quietly, rocking back and forth gently on the white surface, she knew what she wanted to do.

She wanted to raise Scootaloo.