I Will Wait

by lLoveRainbowDash

First published

Twilight is leaving Ponyville and all of her friends on the same day as Rainbow Dash was going to confess her love to Twilight.

Twilight, as the new princess of Equestria, has to head off to the Crystal Empire when she receives a letter. After hearing about this on such short notice, Twilight cancels all of her plans for the next couple weeks for this important event, even the sleepover Rainbow Dash had asked her to go to. What Twilight didn't know was that she would be gone longer than she expected. What will Rainbow Dash do during this time? What will Twilight do during this time?


Help from Fantasia!

Chapter 1 - Horrible News (Revised)

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Rainbow Dash had been waiting on a cloud she had put together out front of Twilight's castle. The cool Autumn breeze flowing through her mane. She couldn't help but smile as the wind ruffled her mane. This is the day. I'm going to tell her, she thought with a determined look.

When she heard Twilight close the door to her castle, she snapped out of her thoughts and opened her mouth to greet her friend, but nothing came out.

"Hey, Rainbow!" Twilight called out from the ground below, knowing that Rainbow would be there. After hearing no reply, she glanced at the cloud Rainbow liked to wait for her on and saw her colourful, vibrant mane and cerulean head quickly duck behind the fluffy cloud, "I know you're up there, Rainbow," she deadpanned, staring dryly at the cloud. "I saw you. Are you alright, or are you just playing around?"

"I, uh... y-yeah, I'm alright. Just thinking," Rainbow replied, sheepishly coming back into view as her words steadily grew quieter.

Twilight barely caught wind of that last part but didn't ask. She was already running a bit late as is.

"Alright," Twilight replied skeptically, remaining no less suspicious as she proceeded. "Well, see you later, I guess. I'm heading off to the market to pick up some food for dinner." Twilight bit her bottom lip, averting her eyes to the ground. "Unless..." she drew out the word, beating around the bush as she hesitated asking her question, "you'd like to join me?" she asked, her voice carrying a slight, hopeful tone with each word as she lifted her gaze to meet her friend's. She then blinked, pausing for a moment as she came to realize that it was happening again. The symptoms, she had called them. Her heart was beating steadily faster, her face growing ever warmer.

She groaned internally. This had been happening a lot recently, whenever she was near Rainbow...

Just then, an idea popped into Rainbow's head. I can ask her if we can have a sleepover, then I will tell her. Yeah, that's a great plan! Rainbow felt calmer every time she talked things out in her head.

She decided to ask Twilight later and go with her to the market. "Yes! I mean, uh yeah sure," she tried to correct herself after replying too fast.

"Well, come on then! We won't get anywhere if you're on that cloud the whole time."

At this point, Twilight was in a rush to get to the market before everypony else did so she could be one of the first in the lines. The market was always a crowded place in the mornings, but not this early. At this rate, she would be waiting in lines for longer than she was hoping.

Rainbow was quick to jump off the cloud, gliding down before joining up with Twilight to walk alongside her. "Right, coming. Don't wanna be last in line. Those lines are always super boring." Rainbow noticed she was walking closer and closer to Twilight, and placed herself at a nice, comfortable distance, that wasn't too close. "What are you going to get? While you are at one shop, I could head over to another to get the other things you need." She was eager to get the shopping out of the way so she could ask the question that was bothering her.

Twilight leaned her head back with one eyebrow raised in astonishment at the offer. "Oh, um... well, I-I don't know, Rainbow, I appreciate it... thank you," she said with a relieved smile. She looked over to Rainbow Dash but found that Rainbow wasn't completely paying attention. "Rainbow?"

Rainbow jumped at the sound of Twilight calling her name. "Y-yeah, no problem," she blurted all the while grinning nervously.


"So, is that all that you needed?" Rainbow asked while motioning to the bag she was holding on her foreleg. "Cause I've got everything that you asked me to get, with two bits to spare!" Twilight had given her enough bits to pay for all of the food, after all.

"Wow, Rainbow, since when have you been so willing to help? Usually you're either napping or flying." Twilight accused Rainbow in a playful manner while giggling.

"Well, I just thought that my best friend needed my help and..." Rainbow was at a loss for words. She didn't know what to say. She had wanted to tell Twilight how she truly felt about her for a while now, but could never muster the courage to do so. Why's it so stinkin' hard to tell your best friend how you really feel?

"Uh, Rainbow? Are you alright? You seem like you have something on your mind." Twilight furrowed her brow in concern, as she gazed in confusion towards her longtime friend. First she was acting unlike herself on the cloud, then she wanted to help me with shopping, which she hates doing... and now she is acting nervous again. What is going on with her? I don't mind if she helps or anything, but it's just odd for her to actually offer.

"Heh, it's nothin," she replied coolly, while unperceived by the alicorn, her right hoof was idly tracing circles in the dirt. "I was just thinking that you, uh... would maybe like to have a sleepover?" she asked as she instinctively winced, bracing herself for the inevitable rejection.

Her friend's invitation gave her pause. Now she's asking for a sleepover? What the hay's going on? It does sound fun though, with Spike and Starlight being away in Canterlot and all. Twilight continued to ponder the thought... when it occurred to her that her friend was awaiting her answer with a hopeful look in her eyes. A look that Twilight couldn't say no to, much less bear to let down.

So instead, she gave a welcoming smile. "That would be wonderful, Rainbow. Please, come on in." Rainbow's face lit up in both relief and joy as her best friend giggled some more, opening up the doors to her castle.

The two walked inside, Twilight feeling right at home once more, and both just glad to be inside and out of the chilly weather. Entering the castle's kitchen, Rainbow laid down her grocery bag on the center counter, while Twilight was fast at work unloading various fruits, vegetables, and other beverages into the fridge.

Several minutes went on by without a peep from either one of them, Twilight seemingly too invested in her chore to even think of making small talk. Rainbow fidgeted anxiously in place, having had just about all she could stand.

She opened her mouth... when the unexpected all of a sudden happened.

"So, what time are you going to show up so I can maybe squeeze in some chores before then?"

Rainbow's heart skipped. She stared at Twilight, startled. She breathed out deeply, hoping to try and compose herself. "Y-yeah, so, uh... I'll uh, swing by around nine—i-if that's alright with you!" she added worryingly.

Twilight smiled back at her, simply nodding her head and doing wonders to ease her nerves.

Phew... Rainbow looked up in relief at the bedroom clock, only to see it was already ten in the morning. Well, at least I gave myself eleven hours to work up the courage to tell her... and undoubtedly make a fool of myself, she deplored, before quickly doing away with the disparaging thought. No! she decided, I can't keep pushing this out of the way! I... I have to tell her tonight.

She turned without remembering to say goodbye, leaving her friend confounded as she proceeded towards the door to the kitchen.

Yes, she assured herself, overcome with an air of determination, all I have to do is tell her how I feel. I am Rainbow Dash, after all. It would be totally uncool of me to give up without even trying! I mean, it's just a few simple words! That's it. Nothing more, nothing less. Easy shmeezy! Heh...

Her confidence quickly sunk, worry and doubt setting back in.

Oh, who am I kidding...? She bowed her head in dismay. Easier said than done...


Rainbow Dash found herself facing the door of the castle. She raised a hoof to the door and knocked. After what seemed to be a minute of waiting, she heard the door begin to open with a purple magic aura covering it.

"H-hey, Twilight," Rainbow greeted her friend with a sorry smile. "Sorry I'm running a bit late, I just... lost track of time, y'know?"

"Oh no worries, Rainbow. It's only ten minutes past nine! There's nothing wrong with that—unless of course you're late for a meeting with Princess Celestia herself."

The two shared a knowing laugh. Rainbow had to admit, at times like these... she liked just how understanding Twilight could be.

It was one of the things she loved about her.

Twilight collected herself, stepping aside and motioning for her friend to step inside. "Well, what are you waiting for? I'm sure it's freezing out there!"

"Heh. Thanks, Twilight." Rainbow smiled back at her.

Silence set in between them as the two walked into the castle, and, as they proceeded through the main foyer... a certain subject still weighed on Twilight's mind.

"Hey, Rainbow? All day you've been acting... well, how should I put this? Awkward," Twilight said with a calm yet concerned tone. "Do you maybe want to talk about it?"

Rainbow's breath froze before she frantically explained, "It's nothing! I-it's not important. We can talk about it later, but right now, let's do something cool. Maybe something like, reading the latest Daring Do books or you could show me a cool book series that is like the Daring Do books."

Twilight gasped, her eyes sparkling with excitement. "What about a board game? I have plenty of those in that closet over there!" she said as she raised her foreleg to point to a door down the hallway. She smelled something she didn't recognize at first, until she saw where it came from. Did Rainbow use perfume? It almost smells like... roses? That's odd, I don't think Rainbow uses perfume. Unless... she paused for a second.

Rainbow spoke before Twilight could continue any further. "I guess a board game would be cool."

She shrugged, after all, she just wanted be around Twilight.

"So, you go into the bedroom, and I'll go get the games we can play, alright?" Twilight started off towards the closet to get the board games.

Rainbow walked into the open room. It seemed to be the biggest room in the castle, other than the map room. She set down her saddlebag, which was, for the most part, empty. She had only brought her favorite Daring Do book to read later. She sat down on one of the six beds that were in the room and waited patiently for Twilight to come in with the games.

Twilight had just set the board games down and released them from her magic when they both heard a rushed knocking on the castle's doors. "I wonder who that could be..." Twilight whispered as she walked to the doors and opened one slightly. Seeing that it was only one of Celestia's guards, she opened the door even more.

"Pardon this interruption, but I have an important message for you, Your Highness," the guard stated, while giving Twilight a letter.

"Thank you, and Twilight is just fine; you don't need to call me Your Highness."

Before Twilight could say anything else, the guard was back into the night sky. The sky was lit up by all of the sparkling stars. Each star, seemingly, taking turns blinking.

Once she caught up, Rainbow hesitantly spoke up after Twilight had closed the door to her castle. "So what is that letter about? It must be important if you got it this late at night."

"I have no idea what it is, but yes, it has to be very important." agreed Twilight. She opened the scroll and began reading aloud:

"Hey, Twily. I'm sorry for the short notice, but the crystal heart suffered a major fracture, and Cadance has fallen ill due to this; she can't even get out of bed without help. If you could get here as soon as possible that would be helpful. Please don't bring along any of your friends or she may feel cluttered. I hope to see you soon. We need you here.

Love,

Shining Armor"

"Oh no, oh no no no! I-I have to go," Twilight exclaimed as she was already running to her bedroom to gather some supplies.

As Twilight was dashing from room to room with papers and books in her magical grasp, Rainbow was trying to reason with her, hoping to calm her down. "C'mon Twilight, don't you think that you're overreacting a bit? I mean, yeah it's important, but you don't need to panic about it! Just, stop for a second and take a deep breath."

However, Twilight wasn't paying attention to her friend that was following her throughout the castle rooms. Once her saddlebag was filled, she packed another bag full of warm clothes to wear on nights like this night, the breezy Autumn air ruffling the leaves that the trees had left.

With her magic, Twilight grabbed a quill and began writing messages for her other friends, and finally spoke up after writing five complete messages. "Rainbow Dash, I need you to give these to the others for me, okay? I'm sorry for leaving so abruptly but I need to hurry up and get to the train station before I miss the last train tonight."

Before Rainbow could get a word in edgewise, she was given the notes and left alone in the doorway of the castle.

Rainbow Dash, feeling alone, abandoned even, now sat where she had once stood before.

"Twilight, I..."

Chapter 2 - 'Twilight I…'

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'Twilight I...'

The words she had said last night rung like a bell in her head. She laid awake throughout the night after returning home. Knowing full well she was tired, Rainbow kept herself awake, staring out of her window at the morning light beaming through the light clouds scattered about in the sky.

'Twilight I...'

Why can't I just forget about it? Could I have said anything different? Why did she leave so fast? Even I woulda had trouble keeping up with her... well, probably. I am the fastest in all of Equestria, Rainbow contemplated.

C'mon, Rainbow, you need to get up and give those letters to the others, she recalled as she sprung out of bed. Oh shoot! I need to go tell the others!

Now wide awake, Rainbow collected the letters in her hooves and tucked them under her wing as she walked to grab her saddlebag in the other room. She rubbed her eyes before taking off to the first pony she could think of.

Rarity. She has to be home.

After a few minutes of flying, Rainbow reached her destination. I need to hurry up with this. I should have dropped the letters off last night, thought Rainbow as she stepped towards the door to Rarity's boutique. She knocked on Rarity's door as she was taking one of the notes out from her saddlebag.

"Who is it?" Rarity called out from behind the door as she was opening it. "Oh? Hello, Rainbow Dash, what brings you here today?" she questioned Rainbow with an obvious tone of confusion in her voice. It wasn't likely for her to show up at her boutique, after all.

"Hey, Rarity, I have something Twilight told me to give you before she... left," Rainbow said with her ears down against her head and almost regretting thinking about it.

'Twilight I...'

She winced at the thought of last night.

"Oh really? What's this, darling?" Rarity noticed Rainbow's wince as she grabbed the note. "Is everything alright, Rainbow?"

"I-I'm fine! I-I need to get going, cya later," Rainbow added, hoping to get away from the questions. One down, three to go. I guess it's AJ next.

"Goodbye Rainbow. Have a nice day, and thank you for the note."

Rainbow nodded as she readied for takeoff. Just before taking flight, she saw Applejack hauling an apple cart nearby. This just got easier! What's next? Fluttershy and Pinkie are gonna show up too? I hope so, then I can go take a long nap. That sounds nice actually.

"Applejack, wait up! I have something to give to you!" Rainbow called out as she ran towards her.

"What can I help ya with?" Applejack asked once Rainbow caught up.

"I... I have a note from Twilight to give you before she left." Rainbow felt a cool breeze flow past. After the brief wind, she realized just how cold she was. She was in such a hurry that she forgot to dress warm.

"Oh really? Where did she go off to now?" Applejack pondered as she took the note from Rainbow's hoof.

"Cya later, AJ. I gotta go talk to Pinkie Pie and Fluttershy," said Rainbow as she started for Sugarcube Corner.

'Twilight I...'

Rrgh... Why can't I just forget about it already? I can always just tell her how I feel for her when she gets back. Wait, when will she get back? I don't need to worry, she'll be back before I know it. Plus, I wasn't re—Wait, what? I passed it?

After turning around, Rainbow flew back to Sugarcube Corner. Before she could knock or say anything, Pinkie was already in front of the opened door.

"What can I help you with, Rainbow Dash? Do you need a cake or some cupcakes? Ooh, or a cake with cupcakes on top!"

"Actually Pinkie, I have something to give you," Rainbow said while giving Pinkie one of the last two notes, "It's a note Twilight wanted me to give to you before she left."

"Oh, thank you, Rainbow Dash. Do you know why she left?"

'Twilight I...'

Rainbow spoke softly after remembering again, "Y-yeah, she... had to go help Cadance and her brother. Anyways, talk to you later, Pinkie, I have to go."

"Okay, bye!" Pinkie called out from the ground below Rainbow, who was already up into the air searching for Fluttershy. Alright, three down, one to go, she thought to herself, keeping track on an imaginary tally chart.

After mistaking a few yellow ponies for Fluttershy, Rainbow decided to go straight to her friend's cabin. Once there, she knocked lightly on Fluttershy's door, making sure not to startle her in the case she was home. Rainbow waited several seconds before knocking again, this time a little harder.

"Fluttershy, It's Rainbow Dash. You home?" After receiving no reply, Rainbow flew around the house to check out back by the chicken coop. No one. Where would she be? Well, I guess it won't hurt to just take a nap now. That cloud is talking to me! she thought while staring longingly at a cloud nearby.

Before Rainbow could do anything, she heard a whisper behind her, "Rainbow? What are you doing here?"

"Fluttershy! I was looking for you! I need to give this to you," Rainbow exclaimed, surprised by the sudden voice behind her.

"What's this paper for?" Fluttershy asked in a hushed tone while taking the note from Rainbow.

"It's a note from Twilight, she told me to give to you before she left. Well, now that that's over with, I'm gonna go take a nap. Cya, Fluttershy!" Rainbow called behind her as she raced home.


Rainbow was lost in thought after waking later that day.

That was probably one of the best naps I've had yet! I wonder what Twilight's up to right now.

'Twilight I...'

She paused, her gaze faltering at the thought of her friend's name.

I wish I hadn't let her go so easily. I... I barely even tried. Maybe I can go meet her there! Wait, no. The message said not to bring any friends along. One wouldn't hurt, would it? Wow, I am bored. What time is it? 11 PM? That was a long nap.

Rainbow slipped out of bed and made her way to the kitchen to grab a quick snack. I guess I'll go fly around to clear my mind, she considered as she left her house with nothing but an apple in her hoof.

A little while later, while flying through the sky, Rainbow spotted all of her friends around a table.

What are they doin' outside this late at night? Heh, I got an idea.

Rainbow flew down as quietly as she could and landed in the dark behind some bushes nearby the table where her friends were at.

"What do ya think happen'd to the crystal?" Applejack asked.

"I have no clue whatsoever. I just hope Princess Cadance will be okay," Rarity responded worryingly.

"Oh, I sure hope Twilight can help them," Fluttershy meekly added, hiding behind her mane.

"Don't ya worry too much girls, I'm sure she'll—Rainbow?" Applejack asked. She sat up in her seat, tilting her head to the side with a blank expression after seeing a rainbow-coloured mane slowly come into view.

"Hey, girls. I was just passing by and I... saw you talking." Rainbow looked away, gazing off into the night sky, almost embarrassed to feel the way she was feeling. She wasn't prepared to be left alone that night, let alone have to deal with the feelings of being left alone in a time of need.

"Something on your mind, darling?" Rarity asked, walking closer to Rainbow Dash.

"No, I just... I'm tired. I was heading back anyway," she responded, lying to her friends to get away from the question. "See you all tomorrow, goodnight."


She laid awake throughout the night after returning home. This time knowing full well she wasn't tired. She kept herself preoccupied by watching the morning sunlight beam through the clouds in the sky. The light coming into her room from the window had a slight dim to it from the gentle fog, allowing her to drift off into something that just vaguely resembles sleep. Before she could enter deep sleep, Rainbow found herself thinking about that night.

I don't know what to do. I don't know how to do this. I've never really felt this way about somepony before, she thought, sighing. I should just forget that ever happened. No good's gonna come from it if I keep thinking about it.

'Twilight I...'

Rainbow got up and sat on the edge of the bed, waiting for something, and nothing, to happen. All at once she started crying. She couldn't help herself. All of the feelings and emotions poured back at her from that night. For the time being, all she could do is just... cry and let her emotions run free.


Rainbow opened her eyes. She found herself... on the floor? Wrapped around a pillow?

What the... she thought, with only small amounts of memories coming back from earlier, How did I get here?

"Oh," she whispered, remembering what happened.

Rainbow spoke before she could even think.

"I love her."

Chapter 3 - 'Rainbow I...'

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Twilight, ignoring the cold, bolted out of the castle in a straight line to the train station. She was running as fast as her legs could carry her and mixed a bit of flight into it to speed things up. If she were to fly the whole way, she would have definitely had to stop to take a breather and warm up.

When she finally caught sight of the train station, Twilight felt her legs slowly giving in to the cold. Come on! I'm almost there, just a bit more!

Twilight didn't have to worry about running into other ponies, as to there was nopony around. From what she could see, she was the only one outside at this time.

This is going to be a long night... I can almost feel it, she thought, making her way up the steps to the station.

Twilight went to the ticket booth and payed for a train ticket, using a few of the bits she brought with her. After receiving the ticket from the pony behind the glass, Twilight sat down and waited for the train to arrive.

Before Twilight could have time to get comfy and relax, she pondered over what had just happened earlier.

"Oh no..." she whispered to herself, regretting her decision of leaving the way she did.

I should have told the others myself instead of sending Rainbow to do my work. That was stupid of me to leave like that, I mean, it's not like it's that bad. I'm sure Cadance would have been okay with me staying here for a little while longer, she thought.

Twilight paused for a moment. She remembered how she left her friend, alone. She put herself into Rainbow's position and thought about how she would have felt if she left like that. She winced at the thought.

I... Rainbow I... I'm so sorry. Twilight started to tear up and wanted so badly to go back and properly say goodbye to her friend. And at this point, maybe even tell Rainbow how much she cared for her.

Oh no, what have I done? How could I have been so selfish? I should have listened to her, Twilight thought as the train was drawing near.

Twilight got up from her seat and walked towards the edge of the platform. From what she could see, the train was empty. The only noticeable pony on board was the conductor.

As the train stopped with a loud hiss of released steam, Twilight walked inside and picked the seat closest to the door, in case of any emergency. Better safe than sorry.

The doors closed and Twilight felt the train lurch forward as it started its journey to the Crystal Empire. From the window aside her, she could make out her castle and all its beauty.

"I'm sorry Rainbow," she whispered, hoping that in some way possible Rainbow would hear her.


The train ride wasn't much different than others she had been on. She just read a book and relaxed, to the best she could in her state of mind. There wasn't much else to do. Twilight wasn't in the mood for anything else, so she continued to stare at the book lying in front of her.


Twilight awoke to sunlight in her eyes. It looked to be early morning from what she saw. She then stretched and grabbed her bags in her magic.

Completely forgetting about Rainbow Dash, she made her way off the train, out of the station, and into the crystal streets. Only two important things stuck out in her head.

Find Shining Armor and Princess Cadance. And maybe also explore a few libraries along the way.


Twilight finished looking through a library's stock when it occurred to her that she wasn't there for reading, but for Cadance and her brother.

I'll be back next time, library, Twilight promised, taking in the beauty of the crystal library one last time. Next time.

With that, Twilight left the library and headed straight for Princess Cadance's palace. The one building that stood tall, over all of the other buildings. The one that wielded the Crystal Heart beneath for all to see.

Twilight wrapped herself in a scarf to keep warm. She normally would have put on a friendly face for the crystal ponies but she overlooked that in an attempt to keep as much warmth as she could.

It's colder than I thought it was going to be, Twilight thought, watching as her breath floated away with the gentle breeze. Hopefully it's warm in the palace, this scarf isn't all that comfy.

Twilight tried to think of an excuse to herself to stop at some markets along the way—she didn't feel like she was ready to go meet them. She wanted to stall it as much as she could, not knowing why she was feeling the way she did.

As Twilight reached the entrance to Cadance's Palace, she felt her legs begin to feel wobbly under the pressure of her weight. Her heartbeat quickened as well.

What is up with me? Why am I so nervous? It's just Cadance and my brother; there's nothing wrong with that, is there?

Twilight began to relax after waiting a little while. Just when she thought it was over, the thought of getting up and going to greet them made her feel anxious again.

This is dumb. I'm just going to go.

Twilight made her way to the entrance again. Once she got up to it, she felt even more nervous.

I can do this, she thought, taking a deep breath and stepping inside the main hall.

At the sight of her brother pacing back and forth across the main hall, all of her worry and doubt vanished, like it was never there in the first place.

"Oh, Twily, you're finally here!" he exclaimed in a relieved tone. As he walked towards her, he grumbled in a low murmur, "Took you long enough."

A comment that Twilight unfortunately picked up on.

"Y-yeah, sorry about that..." Twilight winced. She knew she should have been there earlier, she just felt like... she didn't quite want to.

"Well, what took you so long?" Shining demanded a little impatiently, as he glared down at her irritably. "I was expecting you to show up a couple hours ago!"

"I was uh, busy... doing... stuff?" Twilight answered in a timid voice, tilting her heard innocently while looking up at her brother.

Shining Armor saw right through her little act, staring down at her sternly for a moment longer before relenting. "Okay," he sighed, "okay fine. Follow me." He started towards a corridor off to their side. "I'll show you to your room for the time being."

"Right behind you," Twilight whispered guiltily, hanging her head in shame as she followed after her brother.

"Where's Flurry Heart?!" Twilight asked, feeling herself start to panic.

"Oh, don't worry about Flurry Heart, she's being baby sat by a good friend of mine. Plus, she hasn't used any of her random magic in a while. That's one of the reasons that I actually allowed her to be baby sat, and so that I don't have to keep an eye on her at all times," Shining explained, slowing down and looking back at Twilight. "Oh, here we are. This will be your room for now."

Twilight walked inside. It was smaller than the room she had at Canterlot, but she wasn't going to complain. The look of the Crystal Empire always had appealed to her, maybe less so than the rustic nature of her home in Ponyville, but more so than the ivory towers and spires that adorned her fillyhood home of Canterlot. It was quaint, cozy in fact, and gave her warm feelings of being back at home, in her own castle.

Twilight placed her bags down after carrying them the whole time, her horn beginning to feel strained from the prolonged usage.

"So, how is Cadance doing?" Twilight asked.

"She is doing fine for right now, but the nurses said it was going to get worse. I just don't know how the heart being fractured would cause her health to become unstable..." Shining Armor sat down and looked solemnly down at his hooves.

Twilight went to comfort her brother and cheer him up, but before she had the chance, he stood back up.

"Don't worry, Twily. I'll be fine, I'm just worried about Cadance, that's all," he said. "You must be tired from all that travelling you did. Please, get some rest."

Before Twilight could object against it, her brother left, closing her door behind him as he left.

So, she did as told and laid down on her bed, forgetting to even take off her scarf as she stared up annoyingly towards the ceiling, and the crystal chandelier that hung from it. She remained like that for several long moments, in the insufferable silence and alone with her nagging thoughts reminding her of how much pain her sister-in-law, once foalsister and dear friend was no doubt in right this very moment. She frowned, and attempted to close her eyes and clear her thoughts, and just... drift off to sleep like her older brother had advised her to do, but she just couldn't.

She let out a slight groan in frustration, reopening her eyes and staring bitterly up at the ceiling.

"Forget this," she grumbled, and rolled out of bed. "I came all this way to see what I could do to help, and Shining just expects me to get some shuteye? Nope, no way."

With renewed resolve, she crept quietly for the bedroom door. "Time to do some investigating..."

Chapter 4 - More Bad News

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"Time to do some investigating..."


Twilight made her way throughout the palace, trying her best to remember where Princess Cadance's room was.

"Maybe it was this way," she whispered to herself, turning left down a narrow corridor. Twilight was walking as quietly as she could on the crystal floor, though there was still the slight clatter of her hooves.

Soon, she came up to a cross section that split off into four different directions, including her own.

This place can definitely benefit from having a few signs, she thought to herself.

Twilight made a left, the hallway seemed to be wider than the others. It had a raised ceiling and more details. There was doors lining the full length of the corridor. Each door frame had a golden-green shine in appearance, along with the golden handles. As for the walls, they were a purple-pink mixture with a deep shine. The ceiling had chandeliers hanging with each candle lit with a small flame that glistened against the crystals.

As Twilight made her way down the hallway, she spotted a door that stood out the most. The door frame, rather than being a golden-green, was a pale white with a slight hint of pink. The door was wooden, as opposed to the crystal ones, and had the same golden handle.

Twilight held her breath as she grabbed the door handle and opened it, slowly. The door pushed open with a gentle breeze pushing past.

Twilight didn't know what to do. There was a princess sleeping right in front of her.

Maybe I should have gone to sleep and waited until morning... She's asleep, I shouldn't bother her, she needs her rest, Twilight thought, stepping out of the room before closing the door behind her.

Before Twilight could do so little as to turn around, her brother walked around the corner, and into the hallway.

"Twilight? What are you doing? You should be in your room, not—"

Twilight interrupted him before he could go farther, "I know, I know. I just wanted to check on her."

"She's sleeping, you shouldn't bother her right now," Shining argued.

"I know, I was just about to head back, sorry." Twilight started to walk down the hallway, but then quickly turned back to her brother. "Aheh, uh... where's my room again?"


Twilight woke up in the room she was led back to by her brother. The sun was being blocked by clouds, which she didn't mind.

For some reason, Twilight didn't want to get up. She wanted to go see how Princess Cadance was holding up, but she didn't want to get out of bed. It wasn't because it was too comfortable, she just didn't want to.

Twilight laid on the bed for minutes, then an hour. She heard a loud knocking at the door.

"Come in," Twilight called out to whoever was behind the door.

Twilight heard the handle being messed with, but no sound of the door opening.

"Um... Twily, can you open it? It's locked," said the muffled voice of Shining Armor.

Twilight groaned as she got out of the bed, now having a reason to. She made her way to the door before opening it. It swung open, revealing her, yet again, annoyed brother.

"Finally. Can't you try and hurry up a bit? Anyways, Cadance is up, and she wants to see you," Shining said, motioning for her to follow.

"Is she doing okay?" Twilight asked, closing her door.

"Well, yes, but no. She is doing fine as of right now, but doctors are saying it will get worse."

"It's getting worse?" Twilight wanted to clarify what she thought her brother said.

Shining hesitantly responded, "Yes."

They made a left into that bigger, and fancy, corridor. They walked in silence to the half opened door.

As Twilight and Shining stepped into the room, Cadance looked up from the book in front of her.

"Hey, Twilight! I missed you!" Cadance exclaimed hoarsely.

"I missed you too. I just wish we could have some time to spend together that doesn't involve a problem," Twilight playfully added.

"I'll go get some breakfast, I'm sure you two are hungry," Shining Armor said, slipping out of the doorway.

As Twilight looked back from the doorway, she asked, "So... Cadance, how has the Crystal Empire been holding up since the crack in the crystal heart?"

"Well, Shining Armor has been doing the best he can, taking up the captain of the guard and filling in some of the duties I have to do. Some of them aren't to—" Princess Cadance was interrupted by a fit of rough coughs.

Twilight winced. It didn't sound healthy. Not at all.

Before I can help her with this type of sickness, I need to do research on the heart. Somehow, that crystal heart being damaged is tied to her health. But that doesn't make sense... If Flurry Heart destroyed it, how come she didn't get sick then? How is it only now that she's sick from it? Is it just a coi—

"Food's here!" Shining called out, disrupting Twilight's train of thought. "Careful, it's hot."

Shining Armor set down a trey with a few plates of food on it. There was two plates stacked with pancakes covered in syrup with a few strawberries on top. There was also two cups of steaming hot chocolate. Shining Armor passed the two ponies the food, along with their drinks.

"Well, I have to get going. The royal guard doesn't command themselves. Goodbye you two," Shining said, hugging Cadance and leaving.

"Ooh, he took the extra step and added marshmallows to the hot chocolate!" Princess Cadance squealed, despite her condition.

"You got marshmallows in yours? Not fair!"


Twilight let out a content sigh. They had a great morning, even with Cadance's condition. They finished their great breakfast, then went on a walk throughout the Crystal Palace, and even played hide-and-seek. Twilight made sure to go easy on Cadance, she had an easy advantage with being healthy.

After their fun, they went into the library, Cadance took a seat and relaxed a little, and Twilight took the time to gather any information on Princess Cadance's strange sickness.

Twilight was seated at a desk. In front of her, sat piles of books and old papers. Across the desk from her, sat Cadance... who was taking a nap... in a very uncomfortable-looking chair.

How does she do that? Twilight wondered to herself. That is the most uncomfortable position to be sleeping in—even I can't sleep like that. And I sleep on books from time to time!

Twilight giggled to herself, breaking the eerie silence. The library was quiet, only with the faint breathing of her sister-in-law, and the sound of a page turning here and there.

Twilight sighed again. Even though she loved reading, she found herself bored. There wasn't much else to do.

As she started to trail off from consciousness from her own boredom, Twilight heard the door to the crystal library open, and soon shut. In front of the door stood Shining Armor.

"Hey, Cadance, I'm ho—Is she sleeping?" Shining asked, now whispering.

Twilight nodded her head in reply.

"What did you two do today? I hope you didn't bore her to death with all of your reading," he teased.

"She is taking a nap because she was tired," Twilight deadpanned. "And I haven't been reading the whole time. We did a bunch of activities actually."

"Oh really, like what?" Shining questioned as he took a seat at the table.

"Well, we talked for a little while after you left, then we went for a little walk around the palace, which later turned into a game of hide-and-seek. After that, she wasn't feeling too well, so we made our way here, to the library."

Shining Armor sat there, looking down at the table for a moment.

"Is something wrong?" Twilight asked.

"It depends... I-I just got word from one of the doctors that have been taking care of Cadance, a-and apparently she is going to need... a lot more help—even more than now. It's not good."

She glanced over at Cadance, who was still in the uncomfortable position, then back at Shining.

What sickness could possibly be this bad?

Both sat in awkward silence. Twilight soon broke it, "D-do you know if there is any cure... or something...?"

"As far as I know, possibly. The doctors keep saying it'll take time though."

"How much time?"

"W-well, depending on how well she is taken care of, months... at the least. M-maybe even years—if it's... that bad..."

Shining Armor trailed off, taking sudden interest in the floor.

"Don't worry, she'll get through this," Twilight comforted.

"I know she will, I just don't want it taking that long!" Shining snapped, making Twilight jump back. "I-I'm sorry Twily, I... I didn't mean—"

"Don't worry, I understand."

Chapter 5 - Boredom

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Rainbow was lying on a cloud she had put together high above Ponyville. Being up so high, and away from everypony else, helped her think.

She sighed, What to do...

She then saw Fluttershy down at her cottage.

Eh, I guess I’ll go see if she needs help.

With that, Rainbow jumped off of the cloud, gliding down towards the cottage. As she drew nearer, she noticed Fluttershy was watering a patch of flowers.

“Hey, Fluttershy,” Rainbow greeted as she set hoof on the ground.

“Oh, hi, Rainbow Dash,” Fluttershy responded.

Rainbow was quiet. She didn’t know what to say, or where to begin.

After a few quiet moments, Fluttershy spoke, “Is everything alright?”

Rainbow looked up, and saw the yellow pegasus looking back at her. Her teal eyes gleamed in the sunlight.

“A-are you kidding? Everything is perfectly fine! I was uh... just wondering if you needed any help, that’s all.”

“Oh, thank you for the offer, Rainbow, but... I was just finishing up. Would you like to come inside?”

Rainbow closed her eyes, then responded, “No thanks, Fluttershy, I’ll be on my way now. See ya.” She turned and walked down the small trail back to Ponyville.

Maybe Rarity needs some help... She thought.

Rainbow spread her wings and jumped into the air, taking flight. She flew around a few small clouds that dotted the bright blue sky. Her eyes scanned the ground below, searching for the boutique Rarity lived in. It wasn’t long before she found it. She quickly darted down to it.

She raised a hoof up to the door, but stopped halfway. I’m gonna regret this... she thought.

Rainbow winced as she quickly knocked on the purple door. She stepped back, waiting for the other pony to open the door.

“Yes?” Rarity said as she pulled the door open. “How can I help you, Rainbow Dash?”

Rainbow stared at the pony in front of her. Her purple mane was as pretty as ever, and her inquisitive blue gaze was focused on her, awaiting her response.

“I was wondering if you needed help with anything.”

“Thank you, Rainbow Dash, but I think I’m quite alright.”

“Oh... well, see you later, I guess.” Without another word, Rainbow turned and flew off. Instead of going up towards the clouds, she went straight to Sweet Apple Acres.

She landed before walking up to the door to the house. Before she could knock, the door suddenly swung open, with two ponies carrying a large crate.

“Hey, Rainbow. Need somethin’?” Applejack asked.

“I was... wondering... if you needed help with anything.”

“Well, can ya grab that other crate inside and bring it out here?”

“Yup!” Rainbow jumped up and darted inside. She looked around the room, and saw the crate. She grabbed the crate and began flying it out of the door.

“Thanks, Rainbow. Just place it down here,” Applejack said, pointing towards a spot on the ground next to the other crate.

Rainbow carefully placed the crate down on the ground. “Anything else?”

“Uh, no. We’ll take it from here. Thanks though.”

“No problem. What’s in those crates, anyway?” Rainbow asked.

“Oh, just some supplies to fix up the barn. There’s some wood in there on the back wall that is rottin’. It can break easily if we don’t do anythin’ about it,” Applejack answered.

“You sure you don’t want my help? Sounds like it could go a bit faster if I help,” Rainbow said, grinning.

“You really wanna help that bad? Tell ya what, you come back later, and you can help repaint it. But we got the rebuilding part covered, alright?”

“Deal!” With that, Rainbow flew off, grinning wildly.

To pass the time, I’ll go see if Pinkie Pie needs any help with anything.

Before Rainbow could dive down towards Sugarcube Corner, she noticed a pink pony bouncing away from it.

“Pinkie, wait!” Rainbow dove down, landing right next to the pink pony.

“Oh, hey, Rainbow Dash! What do you need?” Pinkie asked.

“I just wanted to know if you needed help with anything,” Rainbow replied.

“No, I’m not really doing anything right now.”

“Oh, that’s okay. I’ll just go take a nap then. See ya!” Rainbow flew up towards the sky. She searched around for a cloud that would stay fluffy for a while as she slept on it. Just then, she spotted the perfect one. She dashed towards it.

As she set hoof on the cloud, she noticed where she was. Just below her was a purple castle that towered above Ponyville. That castle was also vacant. The perfect pony that lived inside... was gone.

Rainbow hesitated to lay down, but eventually gave in. She curled up, preparing to fall asleep for a little while.

I wonder what Twilight is doing right now.


Rainbow opened her eyes, blinking a few times to clear her vision. It was sometime in the evening. Just then, she remembered what she was supposed to be doing.

She jumped up from the cloud and dashed towards Sweet Apple Acres, hoping she wasn’t too late.

As she reached Sweet Apple Acres, she saw that Applejack was already painting. She touched down nearby.

“Sorry I’m late, I was taking a nap,” Rainbow said, wincing.

“Late would be a way to put it, we... just finished,” Applejack said.

“Yup,” Big Mac agreed while setting down painting supplies.

“I-is... is there anything else... you needed help with?” Rainbow asked, lowering her head down.

“Not that I can think of, sorry, Rainbow.”

“See you later, AJ. I’m gonna go... do something.”

“See ya.”

Rainbow Dash closed her eyes as she slowly walked away from the other ponies. She walked down the trail towards the gate, her head still hung low.

Ponies would have said that she was crying, but she would’ve defended herself by claiming it’s just allergies... in Autumn. There was no way that the Rainbow Dash was crying. She was too cool for that.

Get it together! I can’t cry! There’s no such thing as crying when it comes to me!

Rainbow sniffled.

“Rainbow Dash? What are you do—Are you crying?” a small pony asked, accompanied by two other small ponies.

“Huh? Wha—No! I-I’m not crying! I-it’s... just allergies!” Rainbow responded. She quickly wiped off the tears that fell down her cheeks. “What are you doing here, anyway?”

“Well, me and Sweetie Belle were going to drop Applebloom off at her house,” Scootaloo answered.

“Oh...” Rainbow managed.

“Yeah, I’m supposed to be home soon,” Applebloom said.

“Same. I think Rarity needs me to do something,” Sweetie Belle agreed.

“See you later, Rainbow Dash!” Scootaloo shouted, walking with the other two small ponies down the trail that led straight to Sweet Apple Acres.

“Y-yeah, see you later,” Rainbow said, her words gradually growing ever so quieter.

Dang it! I almost got caught crying! That was way too close. How did they sneak up on me that easily, anyway?

As Rainbow resumed her walk down the trail, she looked back towards the three small ponies. She sighed.

Must be fun... to have all of your best friends around.

Rainbow hadn’t noticed, but she was walking right towards a tree. As she looked back forward again, she walked right into rough bark of the tree. She stood there a moment with one hoof on the tree and her eyes closed. She sighed again.

Nopony saw that... right?

She opened one eye, looking around to see if anypony saw what she did. When she saw that nopony was around, she stepped back.

Why am I so... soft?! Just because Twilight left, doesn’t mean I need to be all... mushy for her!

Rainbow took flight, heading towards the closest cloud she could find. She landed softly on the cloud. She laid back against it, looking up into the sky.

I am so bored.

Rainbow relaxed a little, sighing once again. The smooth, cool air of the evening sky felt... comforting. The stars of the night sky were slowly fading into view. The sun was ever so slowly dipping below the horizon, leaving amazing colours to fight for their place in the sky.

I... I wish it wasn’t so hard to see her leave; it’s tearing me apart.

Rainbow rolled over onto her side. The faint glow of the town’s lights below her emanated up into the sky.

Twilight is so perfect. She’s smart. She’s... beautiful. And she’s... awesome. She’s got everything, and I have nothing. I’m dumb. I’m... well, I am pretty cool. Rainbow smirked. I don’t think I’m... beautiful... that’s for ponies like Twilight. Me? I’m more of an awesome pony, rather than beautiful.

Rainbow shifted on the cloud to lay on her back again.

Being up so high really helps one to think about things. Rainbow yawned. And help them sleep.

She shifted back to her side, letting sleep take over.

Chapter 6 - Late Night Troubles Part 1

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Every single night when I try to sleep, I think about Twilight. I can’t get away from it, no matter how hard I try. I just wanna go through one day without thinking about her,” Rainbow Dash said to herself as she flew through the evening purple sky. “Is that too hard to ask?”

She sighed. “Maybe it’s just a passing thing...”

She flew around a large cloud in the immense sky. “Heh, I wish. I’m falling head over hooves for her! I can’t even talk to her without stuttering! M-maybe Rarity can help me... Actually, no. I can’t risk anypony figuring out about this. It would be... too embarrassing.”

She hung her head low as she flew. The fresh cool air flowed freely through her feathers and mane. Her wings guided the way through the misty clouds, gliding with ease. She flapped every once in a while to keep herself up.

“I wish I would have told her when I had the chance... At least then I would have known her answer.” She held her breath for a moment. In the short time she held it in, she felt each beat of her heart. Faint, soft beats. A never-ending rhythm. She then exhaled slowly.

“I wish she was here right now... I-I really can’t hold it for so long. I just wanna tell her... so bad.”

Rainbow Dash looked down below her. Ponyville was a little ways behind her, shining with the last bit of lights still on, and all around her was a vast field of soft rolling hills. The curved slopes seemed to be smooth to the touch from her height.

The boundless skyline felt right within her grasp... but yet too distant. The sky’s hue darkened as the sun slowly set in a beautiful flourish of ribbon-like fire.

“Oh, what do I do?!” Rainbow Dash shouted out to no pony in particular.

She closed her eyes and held her breath once more. She tried her hardest to imagine herself... and Twilight.

”I love you...” she said, holding her friend close. She heard her whisper something, but couldn’t quite make it out. “W-what?” she asked.

“I-I... love you too,” Twilight said, her voice cracking like she had been crying for a while. She lifted her head to meet Rainbow Dash’s gaze.

“Th⁠—

“What am I doing?! I can’t be serious, can I?” Rainbow Dash asked herself, promptly face-hoofing. “This is so not cool.”

She sighed once again. “I should just go to sleep... it’s getting late.” With that, Rainbow Dash turned around and set out for her home.


Rainbow Dash woke to the sound of somepony knocking on her door. It was soft and calm.

She sat up and looked over at her clock. It was early in the morning. Very early.

Who is at my door? Rainbow thought. She got off of her bed and made her way to the stairs. As she was walking down the stairs, the knocking started up again.

“I’m coming!” she shouted towards the door.

“We... We need to talk,” a pony said from the other side of the cloud door.

That voice... Rainbow opened the door. “T-Twi... Twilight? I-I thought you left... W-what... A-are you okay?” She stepped forward and placed her forelegs on her friend’s shoulders.

Twilight was seated in front of her with her head down. She was crying. And to the touch, she was cold.

“Twilight, wh—”

“Can I come in?” she interrupted, bringing her gaze up to Rainbow’s.

“Y-yeah,” Rainbow Dash managed. She stepped aside to let her friend inside. “Come i—”

“Rainbow Dash.”

“W-what?”

“Tell me...”

“T-tell you what? I-I’m confused, Twilight!”

“Is it true?”

“Twilight! What are you talking about? Why are you even here? Aren’t you supposed to be—”

“Is it true?” Twilight repeated.

“Why don’t you come inside? You’re just sitting out there in the cold!”

“Rainbow Dash.”

“What!?”

Twilight didn’t say anything else after she yelled. Instead, she just hung her head low once again.

Rainbow winced. “Twi, I-I didn’t mean to yell. You’re just... How did... Can you tell me what’s going on?”

Twilight didn’t answer. She didn’t show any signs of acknowledgement towards her question, either.

Something’s not right here... Rainbow Dash thought. Wait... did she somehow figure out—

“Rainbow Dash!” somepony suddenly shouted. “Over here!”

Rainbow looked around. She then saw a pony standing on a nearby cloud. “W-who are you?”

“It’s me, Princess Luna,” the pony said, gliding down towards her.

Rainbow Dash blinked and noticed Twilight was now nowhere to be seen. “W-what’s going on?”

“You haven’t figured out yet? You are in a dream right now, Rainbow Dash.”

“I am?”

“Yes. Not just any dream, a nightmare. Though, I don’t understand why.”

Rainbow sighed and collapsed to the ground. She laid there for a moment before saying, “That explains a lot, actually.”

“What was causing so much trouble?” Luna asked.

“I... I don’t wanna talk about it.”

“The only way it will get better is if you talk to somepony about it. I won’t tell anypony.”

“You promise?”

“I promise.”

“Okay, well... I... I love Twilight. N-not just as a friend... a-and I don’t know how to tell her. That night when she left, I... was planning on telling her then, but... yeah.”

“Oh, I see... I wish I could help you further, but for now, you need to wake up.”

“Why?”

“Because it’s morning. The only advice I can give you right now is to try and spend time with your friends; it’ll take your mind off of things for a little while. Anyways, I should go now. Bye!”

With that, Princess Luna disappeared, leaving Rainbow Dash alone in the dream. Now that she stopped to look around, things weren’t normal. Her house was... smaller than she remembered. The clouds in the distance were a dull green, not their normal white-blue. The sky was a dark purple, with no stars. The moon was extremely large with an overwhelming amount of light coming off of it.

“How do I wake up?” she asked.

Just then, she opened her eyes and jumped up in bed. She went to rub her eyes of sleepiness, and noticed that she had sweat profusely while she was asleep.

“I guess I need to take a shower before I do anything today.”

Rainbow Dash pulled the covers off of herself and got off of the bed. She walked out of her room and down the stairs. She exited the house and took flight.

Rainbow Dash had found a new way of washing off that was much more efficient than normal showering. All she does is just fly through several clouds to get herself moist. After that, she would fly up for a while then let herself fall back down. While falling, the wind would dry her off, mostly.

When Twilight had asked her about it, she said it didn’t wash her off, just rinsed. Same thing, right? No.

Twilight began a long lecture about washing and rinsing, but Rainbow Dash didn’t really listen. She just sat and watched her friend be an egghead. A cute one at that.


Rainbow was flying through the streets of Ponyville, searching for any of her friends. Normally she didn’t remember anything about dreams, but what Princess Luna said stuck in her mind.

”The only advice I can give you right now is to try and spend time with your friends; it’ll take your mind off of things for a little while.”

Just a few minutes ago, Ponyville seemed empty, but now it was full of ponies.

Everypony must be going to the market place. If not, then why is everypony out right now? I guess I’ll go to the market place too; it’ll be easier to find everypony.

Rainbow Dash flew faster down the streets to the market place. Almost every morning involved ponies heading to the market place to pick up food and other things. And with Winter coming up, ponies were gathering food supplies for Hearth’s Warming dinners.

Once she made it to the center of the markets, she landed and looked around for any of her friends. There was no sign of them.

Maybe they aren’t here yet. I guess I’ll go buy some food while I’m here, Rainbow thought. She made her way through the small crowds of ponies gathered around some of the stands.

There were many stands with fruits. Some had vegetables, and some had both. In this time of year, not many stands were selling anything other than foods. Rainbow Dash normally frequented a small stand that would sell Wonderbolts posters.

She walked up to one of the fruit stands as she held some bits in her hoof. “Hey, could I get some apples and oranges.”

“How many?” the pony behind the stand asked.

“Three of each, I guess,” Rainbow replied.

“Alright, that will be 12 bits.”

Without saying anything, Rainbow Dash gave the pony the 12 bits and walked away with her bag of fruits. I should probably get some—Oh, “Applejack!”

Rainbow ran towards her friend. “Applejack, can we talk?” she asked once she caught up.

“About what?”

“Uh... I don’t know. I just want to talk.”

“Oh...kay. Well, uh, what are ya doing in the market?”

“I came here to find one of you girls, but I decided to get some food while I was waiting.”

“How long were ya waiting?”

“Not too long, actually.”

They stood there glancing back and forth. It was an awkward moment of silence between the two.

Applejack finally broke it. “Well, good, uh... talk. I guess I’ll... see you around.”

“Y-yeah. See you later,” Rainbow said, snapping back to reality.

She sighed. This is going to be a long day...