Storm over Appleloosa

by Blueninetails

First published

An accidental storm created at the Cloud Factory force Rainbow, Billy, Hoops, and Score to work together before it floods Appleloosa.

After an accidental storm is created at the Cloud Factory, and heads towards Appleloosa, Rainbow, Billy, Hoops, and Score are forced to work together as a team to dissipate it before it floods Appleloosa. Hopefully a certain secret doesn't get out either.

(Note: This is a story I wrote quite some years ago, and was originally published on my account on DA. It was written pre-season 2, back before SoarinDash was a thing, and was my contribution to the back-then-rare concept of Rainbow being paired up with a guy. I will admit, that this isn't exactly my best work, but as one of my earlier works, it was no less important.)
(Note 2: Made a mistake, this isn't done yet. Sorry for the misunderstanding all. ^^;)

Chapter 1

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"You're asking me to work with these guys?!" Rainbow Dash, a light-blue, pegasus pony with a rainbow-colored mane and tail shouted in utter shock.

"You're asking us to work with her?" two male pegasi ponies stated at the same time, talking for themselves and one other. The third pegasus would've spoken as well, but was never one to speak much anyway.

The three male pegasi in question are former classmates of Rainbow Dash back in Junior Flight Camp. They had met again for a couple of brief moments during the Best Young Flyer competition. One was a dark brown colored one with a rather light brown colored main that was fashioned like bangs over his eyes, and had a dumb-bell for a cutie-mark. The second was orange colored with a brown mane, which seemed to cover his eyes rather easily, with three basketballs as a mark. The last was a rather portly grey pegasus with black hair, and three footballs as a mark. Their names respectively were, Billy, Hoops, and Score.

All four were standing in front of the pony in charge at the cloud factory. She really is nice pegasus to know, and fairly easy to befriend due to her kind and willing-to-take-a-joke nature, but she was a 'no joke', 'no play' kind of pony and incredibly intimidating when pissed off, especially when it comes to her duties as weather manager.

"Yes!" she simply stated, "We need you four to go down to Appleloosa, and fix a huge mistake. It seems somepony had a major miscommunication, or was sleeping on the job, and accidentally sent a massive storm in their direction."

"So just have the weather team for their area go and take care of it." Rainbow Dash stated

"No can do." she replied as she shook her head, "The area for Appleloosa is designated as a desert biome, and there is no designated weather team for them, only volunteers."

"But why us?" Hoops asked

"Yeah, what makes us so unique to be sent there?" Billy asked

"Because simply you're the best we got at the moment. Billy and Score actually know something about the storm heading towards Appleloosa, seeing it was their shift when the cloud was made. You're the only one at the moment that proved some competence in flying during a storm, and she's the only one that has experience in ridding of that cloud. Not to mention the area's actual topography." she then gave them an extremely stern look that could probably would've even made one of Princess Celestia's guards turn tail, "Look, I'm somewhat familiar with your pasts, all four of you. I WAS one of your classmates you knew back in Flight Camp afterall. But you guys are going to work together whether you like or not, or I'll see to it your flight wings are clipped for an entire month."

The four pegasi didn't do anything, but give rather spiteful looks at the weather manager pony. Rainbow didn't have as much to worry as the three jocks, she didn't specifically work under the cloud factory, but the manager still had the power to do as she said. The jocks though had more to worry, being workers in the factory directly, the manager obviously had that power.

"Alright, fine, I'll work with them, but tell me first, what the hay could this kind of storm do to Appleloosa that would put it top priority?" Rainbow asked

"We...We're not sure yet; but, based on rough estimates, Appleloosa is going to become a rather large lake if this storm is left unchecked. At least that's what some of older superiors keep saying. It's at least gonna severely flood the area for weeks."

"Alright, we got ya boss." Billy stated, "We'll head over there."

"Yeah, were on it boss." Hoops agreed with a nod, as both Rainbow and Score nodded before going air-borne, as if to emphasis.

"We'd provide you a ride there by the train, but at the moment we think you'd arrive in better time by the air." the manager pony stated, "The worst of the storm shouldn't start for a few hours after your arrival. Expect only slight rain and gusts. That is if you guys make it there by our estimated time of arrival."

"No problem, shouldn't be too hard getting there." Rainbow simply stated.

"I sure do hope so, for all our sakes Rainbow Dash, because this issue goes beyond than just the Weather Factory's jurisdiction."

After a couple of hours of just flying, the four were already over what was starting to look like a desert, most of the familiar green vegetation had began to get sparse and smaller in size. Granted though it was still a little more than what would be normal for a desert.

Rainbow was now technically leading the three others, as she flew front-most out of the four of them. By this time the three pegasi stallions were starting to tire a bit, especially since Rainbow was indirectly forcing them to go faster lest they end up losing her.

"Hey Rainbow, can you slow down. Not all of us are in THAT much of a rush you know." Billy called out.

"Hey, if you can't keep up, that's your problem." she replied

"Come on Rainbow, we're suppose to do this job as a team. Slow down." Billy said as he sped up just enough to at least be flying side-by-side with Rainbow, "Slow down." he repeated

Rainbow remained silent, Billy's order falling on deaf ears with the cyan pegasus.

"I said, slow down!" he repeated before promptly biting down on her tail and pulling her back.

The action made Rainbow temporarily lose her balance in the air for a second or two before she recovered, before glaring at Billy, "Who died and made you the leader?!" then tackled him in mid-air, resulting in the two to almost fall out of the air in a heap.

"I'm always the leader." he said before kicking Rainbow off himself.

The two fought in the air for about five seconds, no real serious injuries though, mostly just the two knocking each other off balance as the two started to lose a lot of altitude. It wasn't until the two were a little less than 20 feet off the ground that Hoops and Score managed to catch both by their tails before they hit the ground.

"Jeez! Dudes, are you two trying to hospitalize each other?!" Hoops asked, as Rainbow managed to struggle out of Score's grip, "If Score and I didn't catch ya in time, you two would've hit the ground harder than a boulder off a cliff."

"Whatever." Rainbow stated, "It wouldn't have happened if Billy didn't tackle me."

"I had to tackle you, Rainbow Crash, because you wouldn't listen when I said 'slow down'." he stated as he glared at her

"Like I said, it's not my fault if you can't keep up. I just want to get to Apploosa A-S-A-P. Or are you admitting that I'm a better flyer than you?" then turned so she could continue on her way.

Billy just gave a loud groan before Hoops, Score, and himself pressed on as well.

---------------

After several hours or so of flying, the four pegasi took time to rest for the night at a rest-stop usually meant for the engineer ponies for the train. It was now nightfall, and the three male pegasi had convinced Rainbow to agree to resting for the night, despite the fact the cloudy sky indicated the storm presence ahead.

"Here will be your room Miss Rainbow Dash." a pony who was maintaining the rest-stop simply stated.

"Cool, thanks."

"You're very welcome. We'll have dinner ready soon." she added before going on her way.

"Hey, Billy! Are you sure this was a good move? The storm is just ahead of us. We could easily reach it in time and dissipate it." Rainbow stated as she approached him, who was just about to walk back into the room designated for him, as well as for Hoops and Score.

"We need our rest, Rainbow. That storm isn't gonna be easy, trust me. Besides, we'll have plenty of time, the storm shouldn't be a problem for a few more hours."

"Are you sure? Look, I don't know if you guys don't mind not flying for whole month, but I'd rather not get my wings clipped."

"Yes, I'm sure, we'll have plenty of time tomorrow." he replied firmly before giving a sigh, "Listen, I'm sorry I tackled you earlier, but you have to listen when I tell you to slow down."

"Still not my fault you three can't keep up with me." she stated with a smirk

"We get it, you don't want to get your wings clipped, we don't either, but we were given this job, as a team, so we have to work as one."

"Fine." she replied exasperatedly, "I'll listen, but know this. I refuse to consider you my boss. I'm my own boss."

At that Billy gave her a pissed off look.

"I know what I'm doing. If anything I should be the boss, since you guys work at the Weather Factory, your job is to make the clouds. My job in Ponyville is to keep the sky clear, meaning I dissipate the clouds on a daily basis." she added, "I'll listen to your directions, but you I don't need you holding my hoof, I know how to do my job."

"Just do it Rainbow Dash."

"I'll see ya at dinner. I'm gonna go take a quick nap." and with that Rainbow went back to her room and closed the door. Essentially ignoring what Billy had just said.

There was a brief moment of silence before Billy heard Hoops state, "Dude, you know it's not gonna help you get her attention if you're always fighting with her."

"What are you talking about?"

"Rainbow, you like her don't ya?" he asked in a tone that was suppose to imply that was already a given, as he approached his friend. He was coming from the dining area to the room.

"Hey! Can it, Dunderhead!" Billy yelled before quickly falling silent. He took a quick glance at the door to Rainbow Dash's room before turning back to his friend. "How do you know about that?!" Billy asked in a quieted tone.

Hoops gave a nervous chuckle, "Actually...I didn't dude. I only assumed that part."

Billy just gave his friend a blank stare before turning his head and banging it once against the wall.

"Score and I always assumed you might've liked her." he stated just quiet enough for him to hear, "I mean, dude, half the stuff I know about Rainbow was because you mentioned it, or made a joke about it. You just seem to know a lot of stuff about her that I always thought was a little weird that you knew."

"If you ever tell anypony about this, I will send you packing to the intensive care unit." he threatened.

"No worries dude, my lips are sealed."
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The following day, the four pegasi were flying above the cloud to Appleloosa. Rainbow had been keeping track of where they were from the occasional landmark that protruded out though the clouds. So far Billy seemed somewhat wrong for the most part, it had actually started drizzling just below them, and was quickly threatening to worsen.

"We should be near Appleloosa now. We better get down below the cloud now." Rainbow stated

"Alright, follow me." Billy simply replied before diving straight down, followed by the others.

As they hit the cloud, like any other occasion, they sunk in, but soon noticed something out of the ordinary. There was actually some resistance. They hit a certain point where they stopped completely before the cloud forcibly retracted back to normal, shooting the four ponies back into the sky. Rainbow was quick to recover, and so was Score and Billy, but Hoops landed right onto the cloud.

"What just happened?" Hoops asked as soon as he got himself back onto his four hooves

"Resistance, that's what happened." Billy replied, "The cloud cover must be too thick, we can't fly through it. We'll have to go around."

Rainbow just gave a groan, "That'll take way too long. We need to get through NOW! Here follow me, I'll try getting us through." and quickly flew high up into the air.

"And how do you plan on doing that?" Billy asked as they followed her up into the air

"Same way I did it during Ponyville's last Winter Wrap up, just follow me in a line and try to keep up with me this time." she instructed before nose diving while using her wings to quickly raise her fall speed.

The three males just looked at each other before diving down to catch up with Rainbow.

Rainbow hit the cloud at top speed, not enough to produce a Rainboom, but enough to look like rather painful if the cloud wasn't as fluffy as it suppose to be, even by pegasus standards. Followed by the others at a speed that almost matched her's. Rainbow continued to force herself through the cloud, even as her speed began to be affected by the growing resistance of the cloud. Soon Rainbow felt one of the male pegasi crash right into her, followed by the other, then the other, before they all felt the slightest give and they fell right out of the cloud.

"See? Told ya I'd get us through that cloud. I bet you guys even doubted, admit it." Rainbow stated proudly as soon as she was able to catch herself and get herself stably back into a hover.

"Yeah, yeah...whatever, let's just get started." Billy stated

Looking around, they found themselves right over the apple orchard of Appleloosa. It was also obvious that the wind portion of the storm was starting up.

"Rainbow...? Is that you?" the four of them heard somepony shout out.

"Huh...?" Rainbow looked down to see a familiar orange stallion, "Braeburn?" and flew down, "Braeburn. Good to see you again."

"Ah could certainly say the same, and ah see y'all brought some friends."

"Oh, they're just old classmates of mine. This is Billy, Hoops, and Score." then turned to look at them, "This is Braeburn fellas."

"Well, a pleasure ta makin' yer acquaintances." Braeburn simply greeted as he made a gesture to slightly tip his hat, "Ah'd fancy givin' y'all a tour seein' that y'all are new, but the whole town is evacuatin' on a cause of the storm. Now that ah think about it, why are ya'll doing out 'ere in these parts?"

"We were sent here from Cloudsdale to deal with the storm. It's not suppose to be here." Billy replied

"Ahh, ah see. That makes a whole lot o' sense, seein' we don't see much rain around these parts. An occasional rainstorm, but they ain't ever this bad."

"What about you? What are you doing out here?"

"Ah was gonna see if ah can get ta the Buffalo tribe. It's only fair that we warn 'em."

"I'll go out there and tell them. I'm sure they'll still remember me, and can I get there much faster than you." Rainbow stated

"Right. The whole town is takin' shelter in an ol' cave just over yonder." Braeburn stated as he pointed out to a nearby mountain, "It's a bit of a climb, but it's a safe haven from the storm."

"Right, I'll be there as soon as I can." she said before racing off to the Buffalo tribe.

In the meanwhile Billy began coordinating Score and Hoops in moving some chunks of the cloud to areas it won't cause a problem, and kicking out any small clouds that were around, while Braeburn went to go look for Sheriff Silver Star to aid in the town's complete evacuation, as well as convince that stallion to get to the rendezvous as well. Celestia knows that old sheriff will probably stay in town, making sure all the citizens are safe, before leaving as well, even if he risked drowning himself in a flood.

Like Rainbow predicted, she made it to the Buffalo tribe area in good time, certainly way better than Braeburn would've done on foot. Little Strong Heart was the first to greet her upon arrival.

"Hey there Little Strong Heart, good seeing you again." Rainbow greeted

"Likewise, but what are you doing here?"

"It's about the storm, I need to talk to the chief."

"What's wrong?"

"The tribe needs to evacuate the area. This storm is a lot bigger than any this area normally sees."

Chapter 2

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As the time passed, the storm only got worse by the minute. By now it had gotten to the point that Rainbow needed to exert more energy just to stay stable in the air and avoid being blown away from the Buffalo herd, who she was trying to escort to the cave where the Appleloosans were taking shelter. It actually took a little convincing though to get the Chief to temporarily abandon their home and seek shelter. Fortunately with the rest of the herd agreeing with Rainbow that it would be dangerous to stay, he agreed.

"Are you sure you don't want to walk Rainbow Dash? It looks like it's getting dangerous for flying." Little Brave Heart said as she looked at the pegasus.

"You kiddin'? I'm an expert flyer, this is nothing." Rainbow Dash boasted, though it came out slightly forced.

Once they had reached the mouth of the cave, they were greeted by Sheriff Silver Star and Braeburn.

"Howdy Chief." Silver Star greeted as he tipped his hat.

"Sheriff Silver Star." Chief Buffalo greeted with a slight bow, then turned to look at Rainbow, "Rainbow Dash, are you quite certain about this?"

"Uh...not completely, but our boss mentioned to us the whole area might seriously flood. The high ground is the only safe area until we can clear up this storm."

"Hm." he simply replied with a nod

"I just hope things don't go ta badly for ya'll." Braeburn rang in, "Cause not only will the rains drown our orchard in Appleloosa, but all of us will lose our homes. Ah'm guessin' it also includes the Buffalo herd from the looks of the cloud cover." he added as he looked at Little Strong Heart.

"Yeah, our homes are in danger as well." she replied, "Nothing but storm clouds in the sky all around our home."

"We'll try our best to get rid of the storm before it does too much damage. You still might need to expect a few soaked homes and huts though. My friend was really off about the storm starting later." Rainbow stated

The others just gave a nod in understanding, "Jus' do yer bes' lass. Ah think ah can assure ya we're just down-right happy recievin' the help." Sheriff Silver Star stated before Rainbow gave a quick salute and flew off to join Billy, Hoops, and Score.

"What took you so long?" Billy demanded.

"Hey, it took a while getting the Buffalo up to the cave."

"Whatever, just help us out."

"Fine. What do you need me to do?"

"Try kicking out the smaller clouds. They're pretty scattered around the area." Billy instructed, "Just do that, and then help us move the clouds east of here."

"Wait, east of here? How far are you guys pushing these clouds?"

"Uh, I dunno, until the clearing."

"No, that still leads right into this valley." Rainbow stated with a serious look, "You need to move them south, not east. It's closer, and it'll lead the rain into the stream going toward Troddingham. The extra water probably won't bother them anyway."

Billy shot Rainbow a skeptical look. "Are you sure about this Rainbow?"

"Hey, who did the weather manager say knew the local area?"

"You, but don't-"

"'But' nothing. I've actually been here, and I've seen the map. Just move the clouds south, or we might as well just let the storm flood this area." she interrupted before going off to get started and start kicking out some clouds.

Billy gave a loud sigh in frustration, before going over to Hoops and Score about this new information. Just what they needed, more work.
-----------------------

The four pegasi continued to work for several hours, going in and out of the valley area, each time carrying away another cloud. They tried to work fast though, as the storm only got worse, and the battering they took was starting to show. A few times, one or two of the pegasi have lost balance, bumped into each other, or nearly smacked into the side of a mountain, and their pace had noticeably slackened. The occasional gust blew them around like a filly playing with rag dolls and threatened to throw them to who-knows where. The rain was horribly disorienting at times; not only did the combination of wind and rain make each drop feel like tiny pieces of hail, but it also caused a strange feeling that they weren't right-side up as the rain assailed them on all sides.

In all, they were getting down-right tired, but they persisted. All four had their jobs on the line, and Rainbow had a reputation to protect. She absolutely refused to let any storm, even this poor excuse for a hurricane, outmatch her.

"Rainbow! Give us a hoof here!" Billy shouted out, he was just returning from pushing a cloud out of the area, and stopped to call out to Rainbow.

At the moment, the cyan pegasus was just above Billy on her way to rid of another cloud, "I'm busy!"

"We need to start making holes in the cloud cover! We need the spot to catch our breath. Hoops and Score already started over there." and pointed to where only Score could be seen at the moment, "They've been at it for at least half-an-hour now."

"Right, gotcha." and quickly flew away.

At that moment, Billy got tackled, or at least felt like he just got tackled, as Hoops accidentally pushed a cloud right into Billy. Hoops had been trying to use the winds to keep him airborne and decrease the energy he exerted, with only some success admittingly.

"What the-?! Dude, watch where your pushing that cloud!" he shouted angrily at Hoops as the cloud dissipated after impact.

"Dude, what the hay were you just hovering there for anyway?!"

"That's not your concern!"

"Hey!" they both heard Rainbow call out to get their attention, apparently she flew back as fast as she could, "I don't care what you two are arguing about, but stop arguing like foals, we don't have time for that!" she added before flying off to where they were trying to create a hole.

The two male pegasi stayed there without a word, before another gust snapped them out of it and they were reminded about where they were.

"Right...Sorry about that Hoops. Didn't mean to snap at ya." Billy apologized as both flew towards where Rainbow and Score were kicking into the cloud cover.

"Hehe. Hey, no harm done, guess I outta start being more careful. I'm the storm-flier, I should be better at my flight paths."

"Why don't you head in and rest up? I think we can manage without you for a few minutes."

"Dude, you sure? I think I can manage a little longer."

"If you're bumping into us in mid-hover, then you're tired. You're no help to us if you can't concentrate. Just head in for a few minutes once you're rested up, come back out."

Hoops gave a smirk and shrug, "Alright, dude, I'll take you up on that." with that the two high-hoofed and Hoops headed in.

The hours continued to pass, as Billy, Hoops, and Score came and went between the cave and braving the storm to keep working. Rainbow only stopped to catch her breath and dry her wings on the occasion. The cloud cover did little to aid in telling what time it was, they could only guess depending on how dark it was eventually getting. Roughly around the evening, presumably at sunset, Rainbow and Hoops were the only ones still out braving the storm. Billy and Score had called it a day as it became more of a problem for them to be out flying around rather than staying in the cave.

At this time, Rainbow was starting to tire out as well, but wasn't willing to show it. Her wings were sore, and her pace had noticeably slackened. Hoops didn't notice, he was too busy trying to do his job. While his gamble to use the winds as a way to keep his balance seemed to have paid off, the time outside was affecting him, whether he is a storm-flier or not.

"Dude, these winds are starting to tire me out. Maybe we should head in, Rainbow Dash." Hoops stated as the two were just flying back from pushing a cloud to a new location which needed a little more rain anyway.

"Are you kidding? It's not even that dark yet. You can turn in if you want, but I'm gonna keep working." Rainbow stated in a very serious voice.

"You sure Rainbow? Remember, I'm the storm-flier, not you."

"Yeah I know, but I'm still gonna keep going, so just drop it."

The two managed to keep up their work and move two more good sized clouds out of the area before Rainbow lost consciousness in mid-air. She had started to waver at first, but then blacked out as her wings and her vision gave out. Fortunately for her though, Hoops was able to grab a hold of her tail and drag her up to the top of the clouds through the opening they managed to make, where he took a minute to catch his breath and quickly rest his wings before throwing her onto her back and started flying toward the cave. It took a little more effort than he would've liked to make the rather small trip, but he found a way to manage.

"What happened?" Billy asked as soon as Hoops touched down onto the cave, a little more than obvious that he was concerned, more than he'd would've wanted. Fortunately, it didn't appear anyone noticed.

"I, uh...I dunno dude, she just passed out in mid-flight." Hoops replied as he carefully placed Rainbow on the ground.

"Is she gonna be alright?"

"Dude, do I look like a doctor?"

"We have a doctor." Braeburn rang out as he joined them, "She's at the back of the cave. If ya'll don't mind givin' me a hoof carryin' 'er, we can ask the doc ta take a look at Rainbow."

Hoops and Billy gave a nod, and carried Rainbow to where the doctor was.
------------------------

By the time Rainbow regained consciousness, it was already dark outside, and most of the Apploosans and the Buffalo Tribe had already eaten dinner and were about ready to go to sleep. The doctor had concluded that Rainbow had passed out from overexertion and recommended she should rest, whether she wanted to or not. It was one thing to complete aerial tricks, but moving clouds around in the middle of a increasingly worsening storm was whole a new ballgame.

"Sorry that we couldn't have done more to clear the storm." Rainbow heard Billy say.

She looked around and found him talking to the Sheriff and the Chief near the mouth of the cave.

"Well, ya four did try yer hardest. Ah don't think anypony here is gonna blame ya." Sheriff Silver Star stated.

"I quite agree with Sheriff Silver Star, you tried, and with little harm to yourselves. That, you should be proud of." the Chief agreed

"I think we did manage to minimize the strength of the storm by quite a bit, but we won't be able to tell just how much till the storm lightens up and we can check for damages." Billy explained, trying to sound as professional as he could.

The Chief gave a nod in understanding, "We can worry about that later, for now we should get some rest. The times ahead of us will certainly be trying for all of us." he stated before going off to join the rest of his herd.

Silver Star seemed to give a slight agreement as he went over to where the Appleloosans were resting. He wanted to check how each Appleloosan was fairing before calling it a night himself.

"Rainbow, you're awake." she heard a voice say.

Turning her head to see who it was, she saw Little Strong Heart looking at her, "Little Strong Heart...you're still awake?"

"I volunteered to watch over you until you awoke after the doctor went to get some rest some time ago. How do you feel?"

"Tired..." she replied and tried to sit up on her haunches, only to be stopped by Little Strong Heart.

The little buffalo had put her hoof on Rainbow's shoulder and gently pushed her back to her original sitting position, on her stomach, "You should rest Rainbow, that was what the doctor recommended. And I don't think there's anymore you can do about the storm. Your friend Hoops tried to handle the storm after he brought you in, but he couldn't stay out long. With the winds, and since it was getting dark outside, he couldn't work for very long."

"I see you're awake." Billy stated as he walked over to them, "Best you stay put Rainbow. The storm has already gotten worse, and going out now would only get yourself hurt."

Rainbow huffed and looked away.

Billy sighed, before looking at Little Strong Heart, "You can get some sleep too if you want. I'll take over and watch Rainbow."

Little Strong Heart gave a nod, "Sleep well Rainbow." and went to join the rest of the herd after Rainbow bid her good night as well.

After a moment of silence between the two, Billy finally spoke up, "You know you could've gotten hurt pretty badly Rainbow."

She scoffed at the reply, "I've been through worse, this is no big deal. Why do you care anyway?"

"Look, Hoops, Score, and me are willing to give you more respect since you proved us wrong at the Best Young Flyers Competition, but pushing yourself to near exhaustion isn't going to earn you any more."

"I just don't want my wings clipped. I'm a flier, I belong in the air!" She flared her wings as if to prove a point.

"I guess I can't argue with that." he stated as he sat down, "Anyway, just get some rest. I think we've done all we can for now. We'll follow the procedure tomorrow, check for any damages, and dissipate any remaining part of the storm."

Rainbow remained silent as she looked out the mouth of the cave, then gave a sigh, "So, where do I find dinner? I've barely eaten all day."

"Oh, right, um...here." and got up to pick up an apple from one of the baskets that had been brought up containing food to give to her. He placed the fruit right in front of Rainbow, "You can get more later if you want, there's still a few apples still left in the baskets. If you need help, I'll be over there with Hoops and Score." and pointed to where the two other pegasi were, then walked off.

At the moment, the two pegasi were fast asleep near some rock formation. Score interestingly was sitting up right and leaning backwards on said formation.

Rainbow looked at the apple for a moment before eating it, during which she looked out the mouth of the cave again where the storm raged outside. She then looked around to see the dancing shadows of the buffalo and the Appleloosans on the walls casted by the central fire pit and lanterns. Only a few of the Buffalo herd and Appleloosans were still wide awake, seemingly making last minute checks on everything before getting some sleep, including Sheriff Silver Star and the Chief. Both proving why they were the leaders of their respective groups. Looking toward where Billy, Hoops, and Score were, it seemed Billy was just looking for a comfortable spot to lay down, quickly finding it after a moment or so.

During the night, once everyone had fallen asleep and the only thing that was lighting the cave were three small lanterns sitting around the fire pit, Billy had woken up once or twice to move away from a trail of water coming from the mouth of the cave. The wood in the fire pit was no longer burning, only ashes glowing dimly and scorch-marks remained. As comfortable as the position Hoops and Score chose to sleep was, it was rather unfitting much later as it was the perfect place for water coming into the cave could collect and pool into. Billy couldn't understand how his two friends managed to remain undisturbed by the intruding water, but apparently they could as the two slept as soundly as two newborn foals.

Billy yawned before getting on his four hooves and walked over to the baskets to grab a late night snack. Finding a few apples left still in good condition, he picked one up in his mouth. He switched to holding it in his hooves as he took a few bites and looked around the cave. It appeared the lanterns were their only source of lighting, as not even the light of Luna's moon could pierce through the cloud cover outside. His eyes eventually fell on Rainbow. He shot a curious look when it became apparent the cyan mare was shivering. Quickly finishing the rest of his snack, he looked around to see if anyone would notice and quietly trotted over to have a closer look. Billy failed to notice the Chief, stirred awake by the stiffness and soreness of his body, observing him behind half-closed eyes.

Rainbow was clearly shivering. He place a hoof on her mane, and found it to be still wet. He took a close look at her. Rainbow wasn't completely dried off, and now she was cold. The temperature of the region was known to drop to a fairly chilly, but still comfortable, temperature during Luna's nights; but, apparently the temperature had dropped even more so as the storm outside chilled the air. It was no surprise that a few select members of the Tribe and the Appleloosans had actually huddled close to each other.

As pegasus ponies, they were fairly tolerant of chilly temperatures, but that was with a dry coat. Every pony had her limit, and every pony had her own tolerances.

He looked around once more, especially at Hoops and Score, finding that no one in the cave seemed to be awake, he took a seat next to Rainbow Dash and looked down at her. Rainbow had her limbs held as close to her body as possible, her tail was curled around her, or at least as close as she could, and her wings might've as well been glued to her sides seeing just how determined they seemed to be to staying exactly where they were on her body at the moment.

The look just seemed to strike Billy ever so slightly as he bit down on his lower lip. Without much of a thought, he gave a light sigh and scooted closer to Rainbow. The very moment his side touched her's, he clenched his teeth. Almost instantaneously, the sensation of cold hit his side and drained all the heat from that area. It was almost like touching a block of ice.

Rainbow seemed to respond to the new heat source as she instinctively pressed her body more against the welcoming source of comfort from the cold.

The cold sensation Billy felt dissipated quickly, especially as his face started to warm up from a blush that appeared on his face. He gulped as he looked down at Rainbow, as he felt his heart start beating much faster and his stomach doing flips. He took a few heavy breaths as he took a few glances around the cave once more again, since this was quite a position he's now put himself in. Finally after one last look around to see if anyone had woken up, he unfurled his wing closest to Rainbow and draped it over her as he laid his head on his forehooves trying to relax, he needed more sleep before the night was over.

He tried to reason with his mind for a few minutes before finally falling asleep. He wasn't keeping her warm because he had a crush on her; he just wanted to do something nice for her and that it was a better sleeping spot than where Hoops and Score were. There was nothing wrong with that, right?

As Billy drifted off into slumber, the Chief chuckled to himself before shifting his position and going to sleep himself.

Chapter 3

View Online

The following morning, the storm was still ongoing, but it had died down to a few blustery winds and some light rain.

Billy woke up first with a light snort followed by an audible yawn. Without really moving his head, he took a quick glance around the cave. For the most part, it looked pretty much the same as he remembered it from last night, the only major differences were that the lanterns had burnt out and the puddle around Score and Hoops had gotten bigger, and yet, his two friends still slept as soundly as ever.

"Seriously? How do those two stand it?" Billy asked himself mentally has he shifted his head slightly as he tried getting comfortable on the pillow he had been resting his head on... wait. He didn't have a pillow. He looked down to see three of the six colors of Rainbow's mane below his chin. Apparently at some point during the night, Rainbow managed to snake her head underneath his, or he shifted slightly last night so his head was resting on-top of Rainbow's. Either way, he immediately woke up fully and jumped away from Rainbow, blushing fiercely.

Rainbow merely responded with a light grunt and shifted in her sleep.

He stood there for a brief moment just looking at her before shaking his head, wondering how in Equestria he had gotten his head to be resting on Rainbow Dash's head. Shrugging it off as a mere accident, he decided go outside and check on the condition of the storm since he was awake. By now the storm had calmed significantly, and was now just raining. That's good news at least, it meant they could clear up what was left without having to fight the weather.

Looking out towards Appleloosa, he could tell the storm had flooded the town, but to what degree he couldn't tell. Figuring it would only could only get worse, Billy got back to work and started clearing up what was left of the storm.

After almost an hour, Rainbow finally woke up and was already stretching her wings and ready get back to work. Not even considering to eat breakfast, she zoomed out of the cave and up into the sky.

"Morning, Rainbow." Billy simply greeted her as soon as she close enough to hear him.

"Yeah, yeah, morning, Billy." she replied back, "Just let me get started. What needs doing...?"

He rolled his eyes, "Same as yesterday, cut up the larger clouds so we don't have to work so hard to move 'em around. After that, start towing them out."

Another few minutes came and went as Rainbow and Billy went about their duties. Without the strong winds, they were able to clear up most of the cloud cover sooner than Billy had originally anticipated, and soon they'd be done. During this time Score and Hoops had also awakened and were now ready to help clear up what's left. When they got to them though, Billy asked them to do a quick errand before they do, he asked them to refresh some of the baskets from the cave with apples from Appleloosa so the others could get something to eat while they finished up.

"Okay this is the last cloud." Billy stated as the he and the other three pegasi surrounded it.

"Great! That means we're almost done." Rainbow excitedly remarked.

"Not entirely, we still need to assess the damages to report back to the Factory."

Rainbow groaned, "Do we have to...?"

"Standard procedure, if we don't, they'll just ask us to come back out here anyway." He explained, then turned to look at Score and Hoops, "Score, Hoops, you two went to Appleloosa earlier to get the others some food, how did the town look?"

"Ehm..." Hoops replied as he looked at Score, who merely looked back at him then shrugged, "It looked alright to me, a bit flooded, but okay."

"That's probably not enough." Billy remarked in annoyance, "How about this, we'll split up for now: one team goes to Appleloosa, and I guess the Tribe's area, and throughly assess the damages, while another group will finish up the clouds and the do the fly-through to make sure we didn't make any mistakes with the clean up."

"I'll go with the first team, I'm the only one here who knows exactly where the Buffalo Tribe's area is." Rainbow declared immediately.

"Alright. So who's going with Rainbow to assess the damages?" He asked looking at the other two pegasi.

Hoops was about to volunteer since he was a tad hungry and going to Appleloosa gave him an excuse to get an apple to snack on, but a quick elbow from Score stopped him. Looking at the other stallion, he noticed a smirk that almost looked mischievous on his face.

Quickly understanding what the stout pegasus was getting at, Hoops grinned and said, "Well, how about you, dude?"

"Me!?" he asked in a surprised look, one that seemed to be shared by Rainbow.

"I mean, you are kinda the only one here who knows what to look for, and how to write it down in the report. Score and I probably wouldn't be thorough enough and we'd have to do it again."

Billy and Rainbow looked at each other for a moment, checking to see if either had any objections, before Rainbow looked away and Billy gave a sigh.

"Fine, but I expect you two to finish the job."

"Sure thing." Hoops remarked before he and Score started working on moving the cloud away.

Billy and Rainbow briefly hesitated for a moment, before both started flying towards Appleloosa. The duo didn't talk or make any suggestion they would try to look at the other as they flew, though Rainbow did seem to be trying to silently rush Billy by flying at a rather brisk speed.

As they arrived, Billy and Rainbow quickly noted that large areas around the desert settlement were flooded and most buildings were in the middle of giant puddles of water. There were some minor damages here and there, such as broken windows and roofs, but otherwise the settlement seemed to be in one piece.

"There doesn't seem to be too much damage." Billy remarked, earning a soft grunt from Rainbow in agreement, "Rainbow, let's split up. Check the northern half of town. I'll take the south.”

"Why do you I have to check the northern half of town?" Rainbow asked, crossing her forelimbs.

"Fine, do you wanna check the southern half then?"

"No! I'm fine doing the northern half, I just want to know why we're gonna be doing it this way. Appleloosa isn't that big."

"Because, it would speed up the process if we both didn't check the same area." Billy replied as he put a hoof on his face in annoyance, "Just remember what to check for, and report to me any damages you see.”

"Gotcha." she quickly replied and zipped away.

Billy sighed, and started his half of the work. It didn't take too long for the duo to check every building in the town, though it was still longer than Rainbow would've liked, they concluded that only two or three buildings needed serious repairs, including the town's clock tower. Fortunately, the orchard seemed to have been spared from the storm, so they had some food while awaiting further supplies. Still though, there was plenty of cleaning up to do as the storm did cause enough flooding for water to get into houses and now some objects could be floating around in the large puddles.

"Okay, so the Buffalo Herd's area is next?" Rainbow asked

Billy nodded, "Yeah."

"Alright follow me, and try to keep up."

Rainbow and Billy made it to the location in good time, granted that Rainbow had obviously gone faster than Billy would've liked of which she took pride in, and were quickly at the location. It didn't take long to assess the damage, given the herd's area was a lot smaller compared to Appleloosa, and it didn't seem too severe. Overall, all but one of the tribe's teepees had fallen over in the storm. With a quick check they found that the last standing teepee was where the buffaloes had stored their supplies, keeping them safe.

With their assessment finished, Billy and Rainbow started their way back to regroup with the others. During the flight back, Rainbow, being the one leading, grew a little bored of looking at the horizon and decided to look over her shoulder at Billy, who seemed to suddenly look towards the ground. She raised a brow in curiosity and took a quick glance at the ground, seeing nothing more than wet desert, some desert shrubs, and patches of puddles dotting the land below.

Finding nothing worth talking about, Rainbow rolled her eyes and turned her attention back towards their destination.

It didn't take long for them to arrive back at the cave, where Hoops and Score were already done ridding of that last cloud and were now resting inside.

"Done with the assessment?" Hoops asked as soon as he noticed Billy and Rainbow walk into the cave.

"Yeah, both with Appleloosa and the Buffalo Tribe's area." Billy replied.

"Mind tellin' us how it looks?" they heard a voice ask, turning towards the voice's owner they saw Sheriff Silver Star and Chief Buffalo looking at them.

"We heard that Rainbow Dash and yourself had gone to take a look at how our homes had fared against the storm," Chief Buffalo explained, "and we're interested in hearing exactly that."

"Well, outside of pockets of severe flooding in areas, the damages weren't that serious. Appleloosa has at the most three buildings that'll need repairs. The Tribe kinda lost all your tents, with the exception of one with supplies in it." Billy stated.

Chief Buffalo grunted, "Unfortunate, but I am thankful to hear our supplies managed to survive the storm."

"Yer more than welcome ta ask any of us fer help if ya want it, Chief." Sheriff Silver Star stated.”

"Likewise, Sheriff Silver Star."

"We'll stick around for a little bit, and make sure none of the clouds we pushed away drift back into the area, otherwise, we'll be heading back as soon as we can."

"A' least stick around long enough to fer some lunch before ya go. Thinkin' it's gonna be some flight back ta where ya'll came from."

"Food sounds good." Rainbow remarked.

"We do have a bit of flying to do to get back to Cloudsdale." Hoops added.

Billy sighed, "Alright, we'll stick around for lunch, then we head back."

As time passed, the group of ponies and buffalo mainly stayed in the cave merely chatting away about their concerns about their homes, crops, and the effects of the storm. Though, a few select did occasionally leave the cave, standing just in front, to get a breathe of fresh air and let the sun's rays warm their coats.

As the group finished up their lunch, Billy, Hoops, Score, and Rainbow prepared themselves for their trip back. Rainbow said her farewells to Braeburn and Little Strong Heart, as well as promising to tell Applejack that she should write to her cousin more often once she got back to Ponyville. Billy merely promised to include request for supplies to be sent to Appleloosa to assist in the repairs. After goodbyes were exchanged, the four pegasi began their flight home.

It does go without say that they were going to fly the same path they took to reach Appleloosa, and as such the group was heading towards the rest stop station they stayed at during their first night out. With the sky mostly clear, it was now easier to navigate and follow the train tracks below them. Similar to last time, Rainbow as leading, pushing the other three to keep up their pace otherwise they will be left behind.

Upon hearing Score's panting, Billy turned around and saw his friend visibly struggling to keep up. "Rainbow, wait, I think we have to land for a moment."

"What...?! We're almost at the station."

"I know, but I think Score needs a moment to catch is breath."

"He can catch his breath at the station, we're not that far from it."

Billy then sped up to grab Rainbow's tail to once again force her to slow down.

"Hey!" she glared at him, as Billy positioned himself that he was flying side-by-side with her.

"Quit arguing, just look at him. He's panting like a dog and he's been lagging behind us for almost an hour."

Rainbow looked back, and took notice to Billy's concern.

"At least slow down, so he doesn't have to work so hard to keep up."

Rainbow groaned, "Fine. Let's land on that cloud." She stated before pointing out a cloud just big enough for all four of them to sit on and still have some space between them.

Agreeing, Billy signaled to Score and Hoops that they were gonna land on that sizable cloud, Rainbow already taking the lead and already flying towards it.

As the three guys landed, Rainbow choosing to just hover near the cloud, Score plopped himself the very instant he landed, and was already making good on the rest time to catch his breath.

Billy stared at his friend for a moment before shaking his head, "I swear, Score, if this has anything to-" he sighed loudly, "I told you, you shouldn't have eaten so much before we left. You always get lethargic after a big meal."

Score didn't reply, but offered a half-hearted grin at the statement.

"So how long until tubby over there is rested enough to continue?" Rainbow asked.

"Just be patient, Rainbow Dash. Let him have as long as he wants."

"Dash, why don't you rest up a bit?" Hoops asked, "We're all resting anyway, might as well since the clouds big enough."

"Nah, I'm good, I don't tire as easily you guys." She remarked with a proud grin, and as if to help emphasis her point, she did a quick lap around the cloud they were on.

Billy rolled his eyes, before turn his attention back towards Score, who was still panting, but seemed to be slowing down now.

"Well, I dunno about you three, but I'm also looking forward to getting to the station so I could use their shower. After last night, I feel like I'm trailing part of the cave on my feathers." Rainbow stated.

Neither of the stallions could really argue, being use to sleeping on clouds at night, sleeping on the floor of a cave was new to them. Plus, their wings are fairly sensitive, that even the smallest grain of sand caught inbetween their feathers may cause a slight sense of misbalance as they flew.

"Yeah, a shower doesn't sound half-bad right now. Starting to stink a little anyway." Hoops remarked with a slight chuckle.

"How do you stink?” Rainbow quickly asked. “ We were in a storm all day yesterday. How could you possibly have a scent other than 'rain water' right now?"

Hoops shrugged, not exactly sure himself, but with a quick sniff of his body under his right wing seemed to confirm his statement, "Yep, definitely doesn't smell like rain to me."

Billy gave an annoyed, yet curious, look at his friend. It quickly went to pure curiosity as he wondered about himself, and decided to do the same and sniff his side, finding it to have a slight smell that covered over a smell of rain. "Huh, I guess you're right, I do kinda smell something other than rain right now."

Rainbow shook her head in disgust. They were seriously checking if they stunk right now?

"It probably has something to do with staying in that cave last night. The damp air probably made it a little musty in there." He stated, before checking to see if his wing smelled the same, finding a third scent he couldn't identify, "That's weird, there's a different smell on my wing."

"Really...? Like what, dude? What's it smell like?" Hoops asked.

"I dunno. Why are you even asking me about that?"

By this time Score had recovered enough and pulled himself into a normal sitting position as he listened to his friends as the two started arguing over the legitimacy of Hoops inquiring about the smell.

Rainbow didn't say anything as she waited for Billy and Hoops to get off talking about smells, and for them to be ready to fly on again. Despite her earlier disgust about the topic they're talking about, she did start to personal wonder if she probably had the same smell. She didn't care as much, but considering she had been leading the entire time, she didn't want having whatever stick on her blowing back to these three featherbrains. She made it as quick as she could, when the other three weren't looking, she took a whiff of herself and immediately tried pretending she didn't.

In that quick sniff, Rainbow was quickly able to pick up two particular scents off of herself. There was a mild smell of moisture, typical of being out in the rain, but there was a second scent that was also rather light and earthy and one she didn't recognize. Her curiosity getting the best of her, she took another sniff at herself without worrying if the others would see her and noticed that the scent seemed to weak and strengthen with her wing beats. It would get more noticeable when her wing came closer to her muzzle then weaken, before repeating.

"What the...?" Rainbow muttered and chose to land so she could investigate a little closer. Upon closer inspection, she noticed the smell was only present on the outer part of her wing.

"Okay, I'm sorry, dude." Hoops apologized, "I was just curious."

"Just drop it." Billy fumed.

Rainbow was still puzzled by the smell, why it was only on one side of her wing, and why it seemed somewhat familiar, yet she couldn't quite identify it, which annoyed her. Well, at least it served a reason for her to take a shower later. Actually, now that she thinks about it, she can smell it a lot more clearly now, even after she stops sniffing her wing. Smelling the air, she can still smell it, and seems more obvious in Billy's direction.

"Uh, can I help you, Rainbow?" Billy in an irritated tone asked as he noticed she was sniffing the air in his direction.

"Gee, I dunno, how about quickly explaining to me why the outer part of my wing smells like you right now?" she asked in a suspicious tone.

"What?!"

"Yeah, after you featherbrains started talking about smells, I got curious and decided to check myself. There's a scent on my wings that's only on the outer part, the inner part still smells like rain water," Rainbow explained, "and that smell, smells like you right now."

Billy was lost for words. He wasn't sure how to explain it himself. Unless, it's from last night when he draped his wing over Rainbow.

Uh oh.

"Well...? I'm waiting." Rainbow remarked, once again taking to the air, her tone even more irritated.

"Well...um...last night-"

"You slept next to me didn't you?"

"Yeah, I did..." he admitted

"Seriously?! And why exactly did you sleep next to me for? Cause whatever the reason, I'm pretty sure a stallion isn't suppose to take a snooze next to a mare he's barely knows."

"..."

"Or maybe you missed having a cloud to cuddle with." Rainbow remarked with a smirk, "What's wrong? Couldn't sleep without your favorite cumulus to cuddle with?"

Now that struck a nerve, "For your information, I just wanted to keep you warm last night."

"I don't need anypony to help me at night, especially a some featherbrained stallion like you!"

"Maybe I should've just let you freeze last night, certainly would've been better than having to put up with you, Rainbow Crash." The hostility in his voice becoming quite obvious.

"Okay, I think I've heard enough." They heard a voice they didn't recognize, at least to three of them.

The suddenness of the unfamiliar voice was enough stop Rainbow and Billy's argument, and surprise Hoops as all three of them noticed who the voice belonged to: their portly friend, Score.

"Billy, Rainbow Dash, since the day I met both of you as foals, you've been at each other's tails arguing and trying to one-up the other with insults; but, now, we're adults. I think it's about time we grew up and let bygones be bygones." Score stated firmly, his voice carrying a sense of calm about it, "Rainbow, easy with the insults, you've already proven your point at the Best Young Flier's competition, that we were wrong about you, and that you really are a great flier. The same goes for you, Billy. You of all ponies should know that Rainbow is strong and independent."

Rainbow would've asked what he meant by that, but chose to remain silent as she continued to listen to the portly stallion.

"And, I think it's about time you come clean Billy. You know Rainbow's right about you sleeping next to her last night. We could've easily avoided this whole thing if you just ponied up and told her about your feelings for her.”

Score turn to Rainbow. “And Rainbow, cut him some slack. It was cold and rainy night last night. You can't deny you've must've been cold like the rest of us. I don't know about Hoops, but I know I was cold, and I wouldn't have slept in that puddle if it didn't remind me of sleeping on clouds." He continued, "I'm sure he was actually trying to be nice and keep you warm so you could sleep comfortably, don't you think you could at least give him a chance to explain himself?"

They remained silent a while longer, as Score ended his argument with a smirk before Hoops finally broke the silence.

"Duuuuude! That's what you sound like?" He asked in genuine amazement.

Rainbow hesitated for a moment, then sighed, "I-I still don't like that he did that, but...I guess you do have a point." She then turned her attention to Billy, "I guess I could've given you a chance to at least explain yourself. Sorry about that."

"Yeah, I guess he does have a point." Billy remarked as he scratched the back of his head, "Sorry."

"Is he right though? I mean, about you having feelings for me."

He hesitated, but a look towards the other two stallions, both gesturing him that he really should, before Score and Hoops decided to fly up above the two and out of hearing range so he and Rainbow could talk.

"Yeah, I do." He replied quietly with a nod, feeling a little pathetic that he had to admit it, even if it did lift the feeling of an invisible weight off of him.

"For how long? You've never shown it."

"I dunno, a month after meeting you." He replied with a shrug, "I tried not to, I didn't want to be teased as the one colt who had feelings for the most obnoxious filly at flight camp."

"You didn't have to put it like that." Rainbow remarked with an annoyed look.

"Yeah. Sorry."

The two didn't say anything further as they sat there in an awkward silence. Mostly just the two of them avoiding direct eye contact.

"Whatever, this mushy stuff is bugging me, come on, I think Score's good to go. Let's get to the station." Rainbow stated before taking off.

Billy sighed, and followed after Rainbow.

The rest of the trip to the station was spent mostly in silence, Hoops was the only one who was being noisy as he tried convincing Score to say something again, with no success.

By the time they reached the station, Hoops had completely given up, though he was still noticeably upbeat about earlier. Rainbow didn't say anything to them as they were once again shown to their rooms and prepared themselves for another night at the rest stop.

The next day, the group stayed for a light breakfast before continuing on their way to Cloudsdale, the silence from yesterday remaining in the group. For once, Rainbow wasn't leading the group, and it was instead Billy who was leading the flight. At one point he did look back towards Rainbow, who immediately looked away, turning her attention towards the ground below them.

Upon reaching the Weather Factory, they were quickly lead to the Weather Manager's office, the same one who had assigned them to the job.

"Good to see you four made it back." She remarked, "I hope the flight wasn't too bad."

"A little on the long side, but no problems to report." Billy responded.

"Good, now about the storm, was it cleared up? Or was I wrong to send you four to take care of it?"

"The storm's clear, we managed to work together enough the storm clear."

"Excellent." She replied with a nod, "Okay, so listen. This is how it's gonna go now. Score, Hoops, I know I just sent you clear up a rainstorm, but we need you two down on the rain cloud floor to help make some for Manehatten."

"But we just got back! Don't we get a little time off?" Hoops complained.

"Sorry, but we really need the extra hooves with this one. We're behind schedule as it is."

"Alright, got it boss." Hoops affirmed with half-hearted nod before he and Score were excused.

"Rainbow, you're also free to go. Since you don't work with the factory directly, and with the job done, you're free to go home to Ponyville now."

"Awesome!" She cheered

"Billy, I want you to start on that report now, and I want it done by tomorrow. The higher-ups in Canterlot are starting to get antsy, and I'd rather not have to put up with their constant bothering on the matter. Is that understood?"

"Yes, ma'am."

"I'd ask Rainbow to help you write it, but I doubt she'd get it done right."

"Hey!" Rainbow shouted.

"Last time I asked you to write an Assessment Report to me Rainbow, you barely described enough for it to be even considered a report, and it looked like you flew through some rain while getting it to me, so the ink was almost illegible."

Rainbow groaned in response.

"Alright, you're dismissed, Billy."

With that Billy and Rainbow took their leave from the Weather Manager's office. The duo continued for a while in silence until Rainbow broke it once they were in a part of the hallway where nopony would hear them.

"Hey, Billy, I wanna talk to you for a bit before I go back to Ponyville."

"What is it, Rainbow?"

"Look, I normally don't like talking about stuff like this, but considering I kinda left ya hanging yesterday about it, I'll put up with it. First though, tell me, why do you like me?"

"You seriously want to have this conversation here?"

"It's just us right now, and I'd rather not stay any longer than I have to, so go on, tell me."

Billy hesitated, looking at Rainbow, trying to determine if she was serious, "Fine. Well...I...I just find you attractive, okay."

Rainbow waited a moment, before gesturing with a hoof to go on.

He gave an audible sigh, "Look, you were different from all the other fillies back at camp, you were brave, kind, and you were a very good flier back then: very fast and agile."

"But, didn't you say, I was bad at it? Isn't that why you-" Rainbow was saying before Billy interrupted.

"I know what I said, but I never really meant it. I just wanted to feel better about the fact you were a fast flier back then. I mean at least you didn't crash in a cloud pillar during a race. To top it off, you had ambition. We all knew about your dream of becoming a Wonderbolt one day. I actually thought was actually, you know, kinda cool."

"And... do you still feel the same way now?"

"Yeah, I do..."

"So, why didn't you ever pony up and just say it? Why did you continue insulting and teasing me?"

"You say that like it's the easiest thing in the world. Have you ever seen a stallion try admitting his feelings? I think you'd have better luck convincing someone to insult either of the Princesses right to their faces." He replied, "Plus, like I said, I didn't want to be the one guy that had a crush on the most annoying filly back at camp, and that was still kinda true. Until the Best Young Fliers competition, you still came off as all talk, so I didn't want to say anything."

"..."

"So there's your explaination. What do you want now?"

Rainbow sighed, "Listen, I wanted to know, because I was thinking about what you said yesterday, and..."

"And what...?"

"And, I'm sorry, but I don't feel the same way."

"Oh." he replied, his eyes glaring at her, and trying not to show any emotions that could hint he was hurt or sad.

"After all these years of you and your goonies teasing me, especially my only friend at the time, Fluttershy, I can't just let it all go just cause."

"I get it. I get it. Just get going already." He continued on his way, before Rainbow quickly flew and landed in front of him.

"I wasn't done talking yet."

He shot her an angry look, but she ignored it, "I can't let it go, but, hay, you gave me a second shot, so I guess I could give you one as well."

"Y-You will?" He asked in a surprised tone.

"Yeah, let's just say I've learned a thing or two over the last couple of years of living in Ponyville, besides, like I just said, you gave it a shot to stop insulting me after the competition, so I'll give you one as well. One of these days, when you're free, just come down to Ponyville and we'll hang out. Maybe we can, I dunno, be buddies at least."

"..."

"Just none of this, 'you totally have a crush on me' stuff while you're down there. I still have a reputation to protect you know. Besides, I'd rather try becoming your friend first before trying to see myself having a mushy, romantic date with you. If we do become friends and goes past that, then whatever, we can try that and see where that goes."

Billy turned his attention to the ground as he thought about it. Honestly, he felt that at least part of that statement was an insult, but at the same time, he wasn't sure if he should respond back in kind when Rainbow as giving him a chance he wants.

"So take it, or leave it. Your pick."

"Alright, I'm game for that."

"Alright. See you whenever, Billy." Rainbow was about to leave before stopping, "Oh, and don't take too long with that offer, I'm not going to wait forever. Afterall, you never know when I'll get that invite to the Wonderbolts." She added with her signature smirk, and winked before leaving Billy to his thoughts.

Billy stood there for a moment, not saying anything, before hoof pumping once and proceeding on his way with a bright smile on his face.