Ok, to those who are wondering why I haven't done any chapters about past events like Rarity's secret admirer or the band, don't worry! I have everything planned out and they will be mentioned again in future chapters.

Warning: Long chapter.

Chapter 27: Cloud race

It's been 3 days since Celestia convinced me that what happened in Canterlot was a good thing for Equestria. We were all excited about going to the Grand Galloping Gala, especially me. I couldn't wait for it.

But today, I was going to go to Cloudsdale for the first time with Rainbow Dash, we were going to finally for fill Spitfire's offer and hang out with the Wonderbolts up there. Spitfire said she'd be waiting for us with Fleetfoot and Soarin'.

Skies above Ponyville

Now with my wing finally healed, I was able to take to the skies once again. I was so glad to finally fly again, there's no point in being a Pegasus when you can't fly.

I was following Rainbow Dash towards Cloudsdale. While she was flying, Rainbow Dash practiced a few air stunts so she could show them off to the Wonderbolts. She was more excited about this then I was. She did flips, long dives; she even flew around a cloud which made it spin.

I just continued flying while watching her. "Hey Rainbow, shouldn't you save those moves for the Wonderbolts? You might get tired if you do them now." I called out while she continued to pull off her stunts.

Rainbow Dash then stopped before she flew up to me with a smirk on her face. "What's wrong Matt? Jealous?"

I smirked back. "Ha, no. I was just giving you some friendly advice so you don't screw up in front of the Wonderbolts. I have my own stunts." I said with pride.

Rainbow Dash laughed. "Haha, oh really? Then show me some! So me what stunts the hero of Canterlot can pull off!" she said before she flew to the side to let me past.

My eyes grew slightly and I became nervous. "Errr…" as I tried to come up with an excuse, Rainbow Dash's smirk just grew in amusement. I then narrowed my eyes and crossed my arms. "Ok, I lied about the stunt thing, I have nothing. But that doesn't mean I'm jealous of your flying, I bet I could beat you in a race hooves down."

Rainbow Dash then came straight up to my face with a grin. "Wanna prove that, fly boy?"

I grinned back. "As a matter of fact, I do."

"Then let's do it! First one to Cloudsdale is the winner." Rainbow Dash said before she flew beside me and we both got in a ready position in the air.

We both grinned deviously at each other before we look back forward. "Ready, set….GO!" Rainbow Dash yelled before we shot off like bullets.

We flapped our wings fast as we shot past a number of small clouds. The wind blew hard in my face as I flew as fast as I could, Rainbow Dash was still beside me as we kept racing, meaning I was doing better than I expected; seeing how she's the fastest flyer in Ponyville and all. We made sharp turns around clouds and we did long dives only to pull back up to the clouds.

We were now flying straight and Rainbow Dash was staring to take the lead, she looked back at me with a smirk. "Come on Matt! You're gonna have to do better than that if you want to beat me."

I smirked back. "You mean, like this?" I said before I zoomed past Rainbow Dash; which caught her by surprise. She then flew faster to try and take back the lead.

I was now far in the lead, I couldn't believe I was actually beating Rainbow Dash in a flying race. I looked back at her with a large smirk on my face as I continued to fly forward with great speed. "Well isn't this a twist, looks like old Mattie's about to out fly the great-OHF." I couldn't finish my sentence as I flew straight into a thick cloud and got the front-half of my body stuck inside; leaving my hind-legs and tail dangling out the cloud.

I tried to use my hind-legs to push myself out but I wouldn't budge. "Oh terrific." I exclaimed in an annoyed tone.

Rainbow Dash then flew up to the cloud I was stuck in while laughing her head off. "Hahaha, hey Matt, you're supposed to avoid the clouds when you're flying in a race. Hahaha." She laughed.

"Ha-ha-ha, very funny, laugh it up! And while you're at it, pull me out of this thing!" I said while kicking my hide-legs.

"OK Matt! This is not time to get your head in the clouds….Hahahaha." Rainbow Dash laughed again.

"RAINBOW, GET ME OUT OF HERE! This stuff is starting to get up my nose." I yelled in an irritated tone as I kicked my legs harder.

Rainbow Dash then stopped laughing. "Alright, just stop kicking and I'll have you out of there in a jiffy." She said as she flew up behind me. I then stopped kicking and she grabbed my tale with her mouth and tugged back on it.

It took 3 more tugs before I finally came out the cloud with a 'pop'. I turned around to face Rainbow Dash. "Thanks Rainbow." I said with a smile.

Rainbow Dash was biting down on her lower lip until she burst out laughing. I was confused. "What?" I asked.

"Your..hahaha..face..hahaha." Rainbow Dash laughed with her eyes watering while pointing at my face with her hoof.

I looked at the end of my snout to see I had a cloud beard; I quickly bushed it off and blushed from embarrassment. Rainbow Dash was still laughing and I gave her an annoyed look. "Not funny." I said.

"It's pretty funny from over here." she said finally calming down. Once she was fully calm, she flew closer to me. "Come on! We're almost at Cloudsdale." She said before she flew past me and headed in the direction towards Cloudsdale with me following behind.

Cloudsdale

After a short flight, I could finally see Cloudsdale up ahead. My eyes were wide with amazement at the sight of the cloud-made city with the rainbow river and waterfall in front of me.

We then landed on the soft surface and I felt the ground under my hooves. "Wow, the ground up here is so…plush. This place is awesome." I said as I looked around.

Rainbow Dash turned her head to face me. "Well, you are in the greatest city in the sky."

"Damn right, so can you show me around? This is kinda my first time up here." I asked.

Rainbow Dash nodded. "Sure, I'll give you the grand tour. Follow me!" she said before she turned around and walked away into the city with me following behind.

Rainbow Dash showed me all around Cloudsdale; we even went to the place where they made the different weather like rainbows, snowflakes and rain. It was amazing how these Pegasi could actually make and control the weather here. Suddenly, a thought hit me. "Wait a minute! I'm a Pegasus, that means I can control the weather too. That is so cool." I thought.

After we finished the tour, we decided to finally meet up with the Wonderbolts on the other side of Cloudsdale and we took off into the air to get there faster.

Cloudsdale Stadium

After a short flight through the city, we finally saw the Wonderbolts in the cloud-made stadium standing on the balcony. It was the same stadium where Rainbow Dash once saved Rarity and won the best flyers competition.

We then landed in front of the Wonderbolts and Spitfire smiled at us. "Well, looks like you two finally made it. What took ya?"

Rainbow Dash stepped forward nervously. "Yeah sorry we're late; I was showing Matt around Cloudsdale, it's his first time up here."

Spitfire then looked at me and smiled. "Hey kid, looks like you finally healed up after that whole fiasco that happened in Canterlot." She said.

I smiled back. "Yeah, but that's all in the past now. So what are we doing?" I asked curiously.

Spitfire then smirked. "We're gonna see if your flying can match ours. We're gonna show you what we can do and then you're gonna show us what you can do. Now everypony stand along the edge of the balcony!" with that, we all stood along the edge of the balcony. I was standing between Rainbow Dash and Spitfire while Soarin' and Fleetfoot were standing beside each other.

Spitfire then turned her head to me and Rainbow Dash with a smirk on her face. "Ok, I'll go first. Check this out!" she said before she shot off into the sky and showed off her stunts. She was incredible, she did flips and she shot through a row of clouds; leaving each one with a large hole in the middle of it.

She then stopped in mid-air as we stomped out hooves on the cloud surface to applause her. "And now, I'm gonna show you a new move of mine called Lightning Landing." She then flew up to a black lightning cloud and flew around it. She picked up more and more speed with second that passed by until lightning started to seep out the cloud and form around her body. She continued to fly around the black cloud really fast with her body covered in lightning; she now looked like a lightning ball rotating around the cloud with great speed.

Soarin' lead his head towards us. "You may want to move." He said before he and Fleetfoot took a few steps back. We were both confused by this.

Spitfire was still flying around the black cloud while covered in lightning until she suddenly shot down towards us. We both quickly moved out the way before she crashed on the balcony; creating a small lightning explosion with a bright flash. When the light faded, me and Rainbow Dash were shocked to see that Spitfire wasn't hurt and she didn't have any soot or burnt marks on her suit. She was just standing straight up with a large grin on her face as if she didn't do anything.

My mouth was hanging open. "WHOW…how did…how could…how'd you do that? You look as though you never did anything." I said in amazement.

Spitfire giggled. "Years of practice, kid. Took me years to get use to that landing, I use to collapse every time I did that move. But now I don't." she said.

Rainbow Dash stepped forward with a large smile on her face. "That was so awesome." She said with excitement.

Spitfire looked at her. "Thanks Rainbow Dash." she then turned her head to face Fleetfoot. "Fleetfoot, you're up." With that, Fleetfoot walked up to the edge of the balcony and took off into the sky.

After I while, Fleetfoot, Soarin' and Rainbow Dash all showed off their best stunts. Spitfire was rather impressed by Rainbow Dash's moves. It was finally my turn and I was hovering in the middle of the stadium. However, there was one little problem. "I don't know what to do."

Rainbow Dash groaned as she face-hooved herself. Spitfire then stepped forward. "How about you pull off that Sonic Rainboom you did once before?" she called out from the balcony.

"Oh ok, but I don't call it a Sonic Rainboom because I gives off a green sonic wave instead of a rainbow one. That's why I call it…a Sonic Greenboom."

Spitfire and the others looked at me with raised eye brows. "Oh….cool." Rainbow Dash called out with a fake smile.

I then flew up high in the sky to prepare to preform it. While I was, Rainbow Dash looked at Spitfire. "Don't tell him I said this, but I think that names kinda lame." She said before Spitfire nodded in agreement.

Meanwhile, I was still flying upwards. After I got as high as I could, I stopped and looked down to see I was high above the stadium. "Ok Matt, just do what you did last time! Dive really fast and you should pull it off." I said to myself before I took a deep breath and dived down.

As I dived, I began to pick up more and more speed. My eyes began to water as the wind blew hard in my face, I was sure I was going to perform a Sonic Greenboom again. Suddenly, something fast flew straight in front of me; causing me to lose my flight pattern and fall down to the stadium. I plummeted through the empty air of the stadium's stage arena and Rainbow Dash dove after me.

I flapped my wings to try and catch the air but I couldn't, the ground was getting closer as I continued to fall until Rainbow Dash swooped in and caught me on her back. She flew me back up to the stadium balcony with Spitfire and the others and I got off her back. Soarin' then walked up to me. "Whow, what a wipe-out. Are you alright?" he asked in a concerned voice.

I nodded slightly. "Yeah, I'm cool. Something nearly hit me up there." I then looked in the direction that mysterious creature was heading and saw 3 figures heading into Cloudsdale. I growled. "Come on guys! I want to give who ever those guys were a piece of my mind." I said before I took off towards the city with Rainbow Dash and the others following behind.

Cloudsdale streets

I spotted the 3 figures land somewhere in the city and we all noticed a crowd of pegasi all watching the 3 figures in wonder. We landed near the crowd and we were shocked to see that the 3 figures were not pegasi, they were griffons.

They wore black and dark blue uniforms with the initials SG (which were gold) on each of their chests. They had each had brown feathered wings. They weren't wearing anything over their heads and all they had on their faces were a pair of dark purple goggles with yellow glass lenses (the same type of goggles the Shadowbolts wore). By the looks of it, there were two males and one female. The males wear slightly taller than the female. The female then stepped forward to the crowd and we all listened in.

"Ponies of Cloudsdale, we are the Soaring Griffons and we have been traveling around Equestria challenging every town and city's best flyer to a race to prove which species is truly the best flyer, Pegasi or griffons. I am the best flyer in my team and so far, I've won against every pegasi we've challenged in every town and city we've been to. Now we've come here and I personally challenge your best flyer Spitfire to a race. This will be the ultimate test to prove once and for all that griffons are the top flyers in Equestria instead of a small pathetic group of prissy ponies." the female griffon announced.

Everypony started mumbling to themselves about this sudden challenge. At the moment, Rainbow Dash stepped forward. "That's a load of trash talk, if you've come all the way here to challenge Spitfire to a race; you've basically come here to embarrass yourself." She yelled with a glare.

The female griffon then turned her head to face us before she walked over to us. Once she reached us, she grinned deviously. "Well, well, well, look who it is! Rainbow Dash. It's been some time."

Rainbow Dash looked at me with a confused look on her face and I shrugged before she turned her head back to the female griffon. "Errr…do I know you?" she asked in a confused tone.

The female griffon huffed. "Huh, you always were slow Rainbow. Maybe this will shed some light." She said before she grabbed her goggles with one talon claw and lifted them up; revealing her eyes.

Our eyes widened once we recognized her. "Gilda?" We said in surprise at the same time.

Gilda placed her goggles back over her eyes. "Yeah, it's me. How do you like the suite Rainbow? Pretty cool huh?" she said as she flexed her chest.

Rainbow Dash was still in shock. "But….what're you doing here?" she asked.

"I already told ya, I'm here to challenge Spitfire to a race and prove that she's not as cool as she thinks." Gilda stated.

"But why?" Rainbow Dash asked.

Gilda glared. "Because the time I spent in Ponyville showed me something, it showed me that a bunch of dweeby ponies don't deserve the title of best flyers in Equestria. So I found the fastest griffons in the land and formed my own personal team." At that moment, the two male griffons landed beside her. "Meet Jet and Bane! My team followers. You told me to find some new cool friends someplace else….so I did." Gilda said before Jet and Bane growled at us.

Jet and Bane had the same type of feather hair style as Gilda; however the large feathers sticking out of their foreheads were shorter than hers. Their wings had brown feathers like Gilda, only their wings were slightly bigger than hers. Bane was large and muscly while Jet was scrawny but he looked strong enough to hold out in a fight.

I stepped forward. "It doesn't matter what type of team you have, it'll take more than fancy suits and ignorant personalities to beat somepony like Spitfire." I protested; gaining the attention of Gilda, Jet and Bane.

Gilda looked at me closer before she turned her head to face Rainbow Dash. "Who's the dork? Your coltfriend? Hahaha." She snickered.

Rainbow Dash glared at her. "No, he's not."

"Yeah, I already have a girlfriend and it ain't her. And who the hell are you callin' dork? My name's Matthew, you pompous bird-brain bitch." I said with anger.

Gilda gave me a death look. "What did you just call me?" she yelled in my face with an angered tone.

Rainbow Dash then stepped between us; causing me to take a few steps back. "Better watch who you're talkin' to Gilda! This is the guy who saved Canterlot from an evil alicorn named Thorn. Perhaps you've heard of him." She said with a smirk.

I then stepped out from behind Rainbow Dash so Gilda could see me properly. "Oh yeah, I've heard of you. You're the so-called hero of Canterlot everypony's been yappin' on about for the last few days. Personally, I don't see what the big deal is. I could have beaten that Thorn guy with one talon tided behind my back." Gilda said with an unimpressed voice.

"Oh yeah? Can you pull off a Sonic Rainboom with one talon tided behind your back?" Rainbow Dash asked.

I then tapped her shoulder and she turned her head around to face me. "Err…Sonic Greenboom." I whispered.

Rainbow Dash narrowed her eyes and turned her head back to Gilda. "I mean, a Sonic Greenboom." She groaned.

Gilda's cheeks inflated before she, Jet and Bane burst out laughing. "Hahaha, Sonic Greenboom? That's what you call it? Hahaha, that has to be the lamest name in the history of lame. Haha." Gilda and her team continued to laugh.

"Yeah well, it's like a Sonic Rainboom and it only takes a skilled flyer to pull one of those off. That's probably why you've never been able to do it." I snapped.

Gilda suddenly stopped laughing with her eyes wide, Jet and Bane stopped laughing and looked at Gilda. There was a moments silence before Jet and Bane stepped back with slightly frightened looks on their faces. Suddenly, Gilda's wide-eyed expression turning into a rageful growl of anger and hatred.

Gilda suddenly grabbed me by the neck with her claw and pulled me close to her face. "Are you saying I'm not a skilled flyer? You little twerp" she growled.

I only glared straight in her goggled-covered eyes. "The Wonderbolts could out fly you any day of week." I said.

Gilda then let go of me. "Is that so? Fine, then let's see if they can out fly us! Forget about racing against just that wimp Spitfire! Instead, we're gonna race against all three of the Wonderbolts. I'll show you who the skilled flyer truly is." She scoffed.

I raised my eye brow in confusion. "Errr…you wanna what-now?" I said.

"You heard me, my team against hers, all the way around Cloudsdale. Winner gets officially named best flyers in Cloudsdale. That is, unless they're scared of losing." Gilda said with a mean grin.

"You'll never beat the Wonderbolts, they're the fastest flyers in all of Equestria, you and your team are just a bunch of loud-mouths who talk complete crap." I said.

"Oh yeah, come to the race tomorrow and you'll see for yourself that we can outfly these losers anytime, anywhere." Gilda said.

"Fine, I will be there, only to see the look on your face when they win." I said with a smirk which made Gilda growl.

"Alright then, the racing clouds tomorrow afternoon, BE THERE!" Gilda yelled; causing most of the Pegasi around me to flinch in fight. Gilda then turned around to face Jet and Bane. "Soaring Griffons, take off!" she commanded before she, Jet and Bane took off into the sky and flew into the city until they were out of sight.

Rainbow Dash then walked up beside me and I turned my head to face her. "Well, somepony has some anger issues." I said.

Rainbow Dash nodded. "You're telling me, Gilda always did have an anger problem. And if you think that was bad, you should've heard what she said to my friends when Pinkie Pie tried to throw her a welcome party."

I put my hoof up. "I..err..I know what she said at the party and I totally agree with you, it was rude and uncalled for."

"That's what I thought." Rainbow Dash said in surprise.

Spitfire then walked up to us. "Well, if we're gonna race this Gilda gal, then we need to prepare ourselves for tomorrow. Sorry guys but we're gonna have to cut the day short so we can get ready."

Rainbow Dash nodded. "No biggy! We understand. We'll be here tomorrow so we can watch the race, you're totally gonna make Gilda look like such a lame-o when you win." She snickered.

I smirked. "Yeah you will. And when you do, Gilda will be so humiliated that she'll fly out of here as fast as she can and we won't have to worry about her or her crony's anymore."

"Ok well, we should probably get started on warming up. Do you two want to stay in Cloudsdale for a little longer?" Spitfire asked.

I shook my head. "Nah, we'll head on home. We'll be back tomorrow for the race." I said.

Spitfire gave me a small smile. "Ok then, see ya guys tomorrow." She said before me and Rainbow Dash took off into the sky and headed back to Ponyville.

The next day: Cloudsdale streets

Me and Rainbow Dash arrived in Cloudsdale to see a large crowd of pegasi all preparing to head out and watch the race. Near the crowd we saw Spitfire pacing back and forth with Soarin' and Fleetfoot sitting down near her.

We landed in front of Spitfire and we both noticed the worried look on her face. "Hey Spitfire, what's up? Are you nervous or something?" I asked in a concerned voice.

Spitfire shook her head. "No, worse. Soarin' and Fleetfoot can't compete in the race; they both have one wing broken.

"WHAT?" Me and Rainbow Dash yelled in shock at the same time. We then looked at Soarin' and Fleetfoot to see their suits were ripped; they both had a slightly bent wing that was bandaged up and the lenses in their goggles were cracked. "What happened to you guys?" Rainbow Dash asked in a shocked tone.

"We got jumped last night, we couldn't see who it was, it was too dark and they were too fast. We can't fly like this" Soarin' explained.

"But what about the race? You have to fly." Rainbow Dash said.

"Sorry, but the doc said we had to stay off our wings for a few days." Soarin' said.

"Grr…who would do something like this anyway?" Spitfire asked in an angered tone.

I then noticed Gilda, Jet and Bane in the crowd with a few pegasi talking to them. I glared sharply. "I have a few wild ideas who it may have been." I said before I marched over to them with Rainbow Dash and Spitfire following behind me.

Gilda noticed me walking up to her and she glared at me. "Hey Gilda, see Soarin' and Fleetfoot over there?" I said in an angry tone as I pointed my hoof back at Soarin' and Fleetfoot.

Gilda looked at them to see the state they were in before she looked back at me. "Yeah, so?" she scoffed.

"They said they got jumped last night and I think it's kinda weird how they both have a broken wing. You wouldn't know anything about this, would you?" I asked give her a suspicious look.

"Are you suspecting that we did it? We were nowhere near those losers last night." Gilda argued before a deceitful grin grew on her face. "But now it looks like Spitfire's gonna have to fly the race by herself. Three against one, that should make thing mighty interesting in the race. The crowds gonna love it."

I growled slightly. "Why you little-" I was cut off by Spitfire grabbing my tail with her mouth and pulling me back.

She then released my tail and I turned my head around to face her. "She's right kid. Without Soarin' and Fleetfoot to compete alongside me, I'll have to race for my team by myself."

Gilda then grinned deviously before Rainbow Dash stepped forward. "No you won't, because Matt and I are gonna help you by flying for them." She said in an assertive tone.

"What?" Me and Spitfire said at the same time before Gilda laughed.

"You're kidding right? You honestly think you can fill in for them? Don't make me laugh! You don't have what it takes to stand in for'em." Gilda scoffed.

"Oh yeah, well I've pulled off a Sonic Rainboom twice and Matt's pulled one off and he's not even half as good as me." Rainbow Dash stated.

I turned my head to her with narrow eyes. "Thanks' Rainbow, I feel the love." I said sarcastically.

"Grrr…fine, fill in for those losers! It won't matter anyway, we're still gonna blow you out of the sky and win this thing." Gilda stated with a glare.

"That's what you think." Rainbow Dash said as Gilda, Jet and Bane turned around and walked away. As they did, Jet and Bane stopped and looked back at us. They then smiled evilly before they continued to walk away.

"I really don't like those guys." Spitfire stated as she walked up beside Rainbow Dash.

I then walked up beside them. "I bet they did have something to do with what happened to Soarin' and Fleetfoot, they're just keeping it to themselves to look innocent. Well we'll show them what happens when they mess with us. We race…eminently." I yelled as I stuck one of my front hooves up in the air.

Spitfire turned her head to face me. "Err kid…the race doesn't start for another half-hour."

I felt the awkward moment. "Oh…then, we race….in half-an-hour." I said with my hoof still in the air. Rainbow Dash and Spitfire rolled their eyes before they walked away to prepare for the race.

I then noticed them leaving. "Hey, wait for me!" I said before I started following them.

Meanwhile: Rarity's boutique

Spike poked his head out from a bush a few feet away from the front door of Rarity's shop; He looked around to see if there was anypony watching him. Once he was sure there wasn't, he walked out the bush and tiptoed over to the front door with a dark blue metal box in his hands. The box was medium size and had a white diamond on each side of it.

Once he reached the door, he placed the box on the ground in front of the door and knocked on it. But as he turned around to walk away, the door opened slightly and Spike froze on the spot.

Spike then turned his head around to the door and was relieved to see there was nopony there. He then looked down at the box and started thinking. "Hmm…maybe I could leave it inside the house, I don't think Rarity's home." He thought.

Spike then picked up the box and opened the door all the way so he could walk inside the shop. Once inside, he looked around and saw the large round show stand that ponies stand up on when they're wearing one of Rarity's new dresses.

Spike walked over to it before he opened the lid of the blue box to reveal it was full of light blue sapphire gems that Rarity's been looking for to finish one of her newest designs, Spike smiled with drool dripped from his mouth as he stared at the sparkling gems inside the box. "Oooh…these look so delicious…" he said to himself before he shook his head and wiped the drool off his mouth.

"No, I can't eat any these. Rarity's wanted these for some time." Spike said to himself before he closed the lid and placed the box on the stand. "There, now for the finishing touch." He said as he held up a sheet of paper in his hand and moved it towards the box.

"Spike?" a female voice said behind him; startling him. He turned his head around to see Rarity behind him across the room.

Spike quickly turned the rest of his body around and hid the paper behind his back. "Oh…hey Rarity…I was just, errr…your front door was open and…" Spike couldn't finish his sentence as Rarity interrupted.

"What's that box?" Rarity asked curiously as she walked over to Spike.

Spike then looked back at the box. "Oh, this box?...I..errr…I saw it outside in front of your door…and I thought someone would try to take it if it was left out there, so I thought I'd bring it in for you…you know…so nopony would take it…haha." he laughed nervously hoping she'd buy it.

Rarity was silent for a second before a sweet smile appeared on her face. "Oh Spike, that's so sweet of you. Thank you, you're such a gentlecolt." She said as she rubbed Spike's head with her hoof; causing him to blush.

Rarity then removed her hoof from Spike's head before she looked at the blue box on the stand. "I wonder what it could be." She said as she walked around Spike and up to the box. Spike watched her as he slowly backed towards the exit.

Rarity looked down at the box in confusion. "I didn't order anything, why would somepony leave it at my door?" she asked out loud.

Spike stopped walking backwards. "…no idea. I mean, who just leaves a box in front of your door and then runs away?" Spike said with a nervous smile.

Rarity turned her head around to face Spike. "Oh Spike, I'm sure there's a perfectly good reason why whoever left this couldn't stay and give it to me in person. Maybe whoever it was had something more important to do." She then turned her head back to the box and her horn glowed blue.

The box lip then glowed blue and it opened to reveal the gems, Rarity let out a small gasp of surprise before a she smiled. "I don't believe it…blue sapphire gems?...I've been looking everywhere for these, now I can finally finish my latest design."

Suddenly, a thought came to Rarity which made her gasped loudly in excitement with a large smile. "It was him; my secret admirer brought these here for me, I just know it was him. Oh, no wonder he left them at my door and went away. That's the whole point of the word secret….but how did he know I needed sapphire gems?" she asked curiously before she turned around to face Spike.

At that moment, Spike became nervous. "Oh horse feathers, how do I explain this one? Think Spike! Think!" he thought as he stared to sweat. "Err…lucky guess." He said with a nervous smile.

Rarity raised her eye brow in confusion "But, that doesn't explain how he would-" she tried to say before Spike interrupted.

"Excuse me! I think I hear my laundry calling me. I'm glad you got your gems and I hope you find out who this guy is, see ya." Spike quickly said before he ran to the doorway. As he did, the sheet of paper slipped out of his hand, but he didn't notice as he was too focused on getting out as fast as he could.

After Spike had ran out the doorway and disappeared into the streets, Rarity was left in her shop in confusion. She then noticed the sheet of paper on the floor and looked at it in wonder before her horn glowed blue. At that moment, the sheet of paper then glowed blue before it levitated off the ground and hovered towards Rarity. Once it reached her, it hovered in front of Rarity's face so she could read it.

The more Rarity read through it, the more she came to realize it was a poem. The type of poem she would get along with a new gift from her admirer. Once Rarity finished reading it, she lowered the paper slightly and just stared at thin air.

"This….this is a poem…it sounds like something my…my admirer would wright. But why would Spike have one of his…" Rarity said to herself before her eyes widened slightly. She then looked back at the blue box of gems; thinking about how her admirer would know she needed them.

Suddenly, it hit her and her eyes widened all the way. Rarity then turned her head back around and looked down at the poem which was still held up by her magic, she then looked out the doorway to see the empty streets of Ponyville.

"….Spike?..." she whispered to herself as she continued to stand in the middle of her shop in shock and wonder.

That afternoon: racing clouds near Cloudsdale

In the middle of the Equestria skies, hundreds of pegasi sat on large clouds as they waited for the big race to begin. The clouds they sat on looked similar to audience seats that you would see in a stadium. Between those clouds was a cloud that had a checkered banner on it and under the banner was the starting line for the race.

Me, Rainbow Dash and Spitfire were along the starting line warming up so we were ready to begin. Rainbow Dash was doing sit-ups with her front hooves behind her head.

Spitfire was doing stretches

And I was doing push ups but I wasn't using my front hooves to push up, I was using my wings to push up while my front hooves were behind my back

Once we all finished our warm up, we all stood up straight along the starting line. I turned my head to face Spitfire beside me. "So, ready to do this?" I asked.

Spitfire turned her head to face me with a smile. "Yep, don't worry kid! If there's one thing I know, it's racing. Oh, and you're gonna need these." She said before she pulled out a pair of goggles (which looked just like hers) from her suite and placed them on top of my head.

"Thanks Spitfire." I said with a thankful smiled before I used my right hoof to pull the goggles lower until they were over my eyes. Spitfire then gave Rainbow Dash the same type of goggles and she did the same, now we were all wearing goggles over our eyes and we were ready to go.

At that moment, the announcer flew up onto a small cloud above us. He was a light blue Pegasus with a white mane and tail; he was wearing black shades over his eyes and a head-set microphone on his head. "Fillies and gentlecolts, welcome to the race of a life time! One which will prove which team gets to be named the best flyers in Cloudsdale. Now let's hear it for the Wonderbolts!" the announcer yelled.

Everypony then cheered and stomped their hooves on the cloud surface they were standing on.

"Unfortunately, two of the Wonderbolt members were unable to partake in the race, but two other pegasi have volunteered to race for them. So let's hear it for Rainbow Dash and…Matthew?...that's a weird name." the announcer said.

While everypony once again cheered, I groaned slightly in annoyance. "Should have seen that coming." I thought.

"And now, let's meet the team they're flying against! The Soaring Griffons." The announcer yelled before Gilda, Jet and Bane flew down from the sky and landed on the same cloud we were on before they then walked up to the starting line. Gilda then gave us a sharp glare before I glared back.

"Alright racers, listen up! you are to fly through all the ring clouds that have been placed all around Cloudsdale, any racer who misses at least one ring is out of the race completely, so watch where you're flying out there! If all members of a team miss a ring and are taken out of the race, the other team will automatically win. The finish line is on a cloud stage in Cloudsdale, the first one to pass it wins. It is possible that all the members of a team might pass the finish line together, but if any one member of a team passes the finish line first while the others are still somewhere behind, they and their team are officially named…the best flyers in Cloudsdale." the announcer said before the crowd let out a small cheer.

Once the cheering stopped, the announcer looked down at us. "So Wonderbolts, are you ready?"

Spitfire looked up at him with a confident smile. "As ready as we'll ever be."

The announcer then looked over to Gilda and her team. "Soaring Griffons, are you ready?"

"Yeah, yeah, just call it already!" Gilda yelled aggressively before we all got in a ready position.

The announcer just shook his head at Gilda's response before he spoke again. "Ok racers, ready…set…"

Gilda turned her head to me. "Don't slip up out there…dork!" she said coldly. I turned my head to her. "Wouldn't dream of it…skank." I said coldly back.

"…GO!" the announcer yelled at the top of his voice before we all shot off towards the first cloud ring. Once we passed through it, we flew towards the next one and the one after that.

We were all flying as fast as we could, our wings beat harder and harder with every passing minute. At this point, Spitfire and Bane were fighting to take the lead, me and Jet were behind them trying to pass each other, and Rainbow Dash was coming close behind them with Gilda following behind.

After we flew though a number of cloud rings, Gilda got tired of being way behind and flapped her wings to go faster. She the managed to come up behind Rainbow Dash and grabbed her tail with her claw. "Coming though." Gilda said with a devious grin before she gave Rainbow Dash's tail a hard tug; causing Rainbow Dash to be pulled backwards which allowed Gilda to fly a head of her.

"HEY." Rainbow Dash yelled in anger before Gilda gave her a teasing salute and shot off; leaving Rainbow Dash behind with hatred in her eyes as she tried to catch back up with Gilda.

Meanwhile, I was still struggling to fly with Jet ramming himself into the right side of my body. I grew annoyed at this and rammed him back. Suddenly, Gilda appeared on my left side and she rammed herself into me. They both started ramming into my sides one after the other, not only was it annoying, it hurt a bit too.

As we flew though more and more cloud rings, Gilda and Jet were still ramming into me. "I don't get it, they can easily pass me right now and try and take the lead, why are they still trying to throw me off?" I thought to myself.

At that moment, Rainbow Dash managed to catch up with Gilda and she grabbed her shoulders with her hooves. Gilda turned her head around to face Rainbow Dash to see the smirk on her face, she then pulled back on Gilda and leaped over her while still keeping he flight balance; causing Gilda to fall back behind Rainbow Dash.

With Rainbow Dash now by my right side, she gave me a smile and I smiled back, the friendly moment was ruined when Jet once again rammed himself into my right side and I glared at him before I rammed myself into him for a change. Rainbow Dash let out a small growled before she flipped in drill style over to my other side and slammed all her hooves down on top of Jet; pushing him down and causing him to fall behind.

Rainbow Dash looked at me with a smirk on her face before we shared a high-hoof; the small victory was cut short by Gilda suddenly grabbing hold of me and Jet grabbing hold of Rainbow Dash. As we tried to shake out of their grip, they both flew us further apart. As Jet was forcing his claw upon my face and pushing my head away from him, I suddenly noticed we were quickly approaching another cloud ring. But in the state that Jet was holding me in, I was going to crash into the ring itself. I tried to wiggle out of Jet's grip but he had me too tight, I then decided to do something I would regret later, I managed to elbow him right in the face and he let go of me.

As we were getting closer to the ring, I noticed that Gilda was holding Rainbow Dash in the same state as Jet held me and I flew over to them and rammed into Gilda's back; causing her to let out a small grunt and let go of Rainbow Dash. I quickly pulled Rainbow Dash towards me to avoid crashing into the ring before we finally passed through it. We were both breathing heavily as we continued to fly as fast as we could, if we had hit the ring it would mean we would be out of the race and Spitfire would be the only member left.

As we tried to relax, Gilda and Jet took this opportunity to shoot past us. I gave them an angered look as I watched them go ahead of us. "Hey, watch it will ya! You nearly made us crash back there." I yelled before we both flapped our wings harder to catch up.

Meanwhile, Spitfire and Bane were practically wrestling each other for the lead. Most of the time, Bane would try to throw punches at Spitfire only to miss by her quick dodging. At that moment, Gilda and Jet flew up beside her and Jet gave her a devious grin. Jet and Bane then prepared to ram themselves in both of Spitfire's sides. As they attempted, Spitfire flew upwards; Causing Jet and Bane to ram into each other with a loud grunt coming from the two.

Spitfire then dove down from above them until she was in the lead. Gilda then turned her head to Jet and gave him a nod; he then nodded back before he tried to catch up with Spitfire. Once Jet was close enough, he leaded behind her and wrapped his arms around her; causing her wings to become trapped between them and unable to flap. The only thing keeping her up was Jet flying.

Suddenly, we were coming up to a sharp turn but neither Spitfire nor Jet noticed due to Spitfire fighting to get loose of Jet's grip which distracted him. I may have been a bit far behind, but I still noticed this. "Spitfire, look out! There's a turn." I yelled loudly.

Spitfire and Jet looked forward and were surprised by the sudden turn coming closer to them, Jet tried to turn but it was too late. He lost his flight pattern and flew off the turn with Spitfire still in his grasped. Luckily, the pegasi of Cloudsdale placed soft clouds all around the sky for this sort of thing and they both crashed on one safely. But unfortunately, this meant they were both out of the race.

We all managed to get around the turn without any problems, but me and Rainbow Dash were still concerned about Spitfire. As I continued to fly fast, I looked back to see Spitfire and Jet lean up from the cloud. I had the strong urge to go back and check on her, but that would mean I would be out and Rainbow Dash would be alone in the race.

I then felt a hoof on my shoulder and I turned my head around to see Rainbow Dash with a confident smile. "Come on! Let's win this for her!" She said. I smiled back and nodded before we both shot off to catch up with Gilda and Bane.

Half-an-hour later, we were still all in the race and we had already passed a large number of cloud rings and sharp turns, we were getting closer to Cloudsdale and the finish line. At this point, me and Gilda were in the lead while Rainbow Dash and Bane were not far behind us.

We were all struggling to get ahead of the other, Rainbow Dash and Bane kept ramming into each other which almost caused Rainbow Dash to be flung out the race. Bane then suddenly flew right in front of Rainbow Dash and to her surprise, he kicked her right in the face; causing her to let out a loud grunt and fall behind a bit. She then shook off the pain and gave Bane a hatful look. "Hey, what's the big idea?"

Bane then turned his head around to face her before a devilish smile appeared on his face. Rainbow Dash then realized what he was doing and gasped slightly before Bane shot off towards me and Gilda with Rainbow Dash following behind.

Gilda and I were trying to take the lead while giving each other sharp glares. For some reason, Gilda then gave me a deceitful grin and I felt something hard hit my back. I looked up to see Bane flying above me and he pushed himself down and hit me again with both his talon claws.

Suddenly, we were coming up to another cloud ring and Bane grabbed both my sides and threw my aside; causing me to lose control of my flight a bit. Once I got back in control, my eyes widened at the sight of the ring coming closer and I quickly flew back into place; allowing me to fly through the ring and avoid crashing into it. I then look a deep breath before I noticed Gilda and Bane ahead of me.

I saw them grinning at each other before they shared a high-five or a high-talon or whatever you call it. I then realized what they were up to. "They're trying to make us crash." I said to myself before Rainbow Dash shot passed me, I then flapped my wings harder to catch up.

Rainbow Dash and I finally caught up with the two Griffons and we were determined to take the lead from them. I once again had to try and tackle my way through Bane and he was putting up a rough fight. Rainbow Dash was just trying to out-fly Gilda by pushing herself forward.

After a hard struggle, I finally got ahead of Bane. As I was concentrating on my flying, Bane flew high above me and grinned as he bared his sharp talons. I was too busy flying to take any notice but Rainbow Dash saw him and knew he was going fly down and claw at my back. Suddenly, Gilda flew passed her and took the lead.

Rainbow Dash noticed this also and kept looking back and forth from Gilda to Bane as she tried to make a decision. After a second, she finally made one. Rainbow Dash then flew up to Bane and tackled him just as he was about to strike at me.

They were both forced off the race track and crashed softly on another cloud; automatically taking them both out of the race.

As I continued to fly, I looked back to see Rainbow Dash quickly get up back on her hooves. "It's all you now Matt, don't let me slow you down! Go win this thing!" she yelled.

I nodded and turned my attention back to where I was flying and flapped my wings harder to catch up to Gilda who was far in the lead. As Rainbow Dash watched me go, Bane got up and growled in anger before he grabbed a big chunk of cloud in his talons and flew off.

I quickly caught up with Gilda and I flew up beside her, she noticed me and growled. "You just don't know when to quit. Do ya, dweeb?"

I turned my head to face her and smirked. "It'll take a lot more than this to slow me down, Gilda."

"Yeah?...well you're starting to get on my nerves." Gilda said in an annoyed tone.

"Yeah, I have an act for that…..later!" I said before I shot off into the lead; leaving Gilda in surprise before she flapped her wings harder to catch up.

After a while of flying through another set of cloud rings, me and Gilda were once again side-by-side. I was on the right and Gilda was on the left. Gilda tried to throw me off my flight pattern by pushing me, ramming into me and even trying to strike me with her claws. But I just kept pushing back and dodging her claws.

As we were fighting for the lead, Bane flew up along the right side of the race track with the chunk of cloud still in his talons. He let out a devious chuckle before he threw the chunk of cloud towards us. As we continued to fight, Gilda punched me across the face; causing my head to turn and I then noticed the cloud heading towards me.

"Whow." I said out loud before I came to a sudden holt, which led to the cloud accidently hitting Gilda instead of me; causing her to fall back a bit. I then took this opportunity to take the lead from her, Gilda saw me go passed her and she gave Bane a sharp glare before she flew off after me.

With Gilda now behind me and not ramming into me, I could now focus on where I was going. I saw Cloudsdale up ahead but I also saw the cloud rings going downwards, meaning I was supposed to dive down them. As I flew faster towards them, Gilda caught me by surprise by shooting past me and diving down the cloud rings.

I then followed her by diving down the rings also. I could see the last cloud ring at the bottom; it was hovering just above the earth ground. But I feared it may have been too late for me as Gilda had already flew through it and was making her way back up to Cloudsdale.

I then made one big flap to speed me up and dive faster, I suddenly felt like I was breaking through the wind. I didn't have any problems with watery-eyes because of the goggles I had on which protected them. I picked up more and more speed, I was sure that I was going to shoot right past the ring and crash to the ground. I was now coming up to the ring.

And as soon as I hit it, the was a loud BOOM and a large green sonic wave spread out across the air above the ground as I shot back up to the sky while leaving a green trail behind me. I looked down to see the trail coming from behind me and the sonic wave spread out across the land. At that moment, I knew that I performed a Sonic Greenboom and I was proud.

I turned my attention back to the sky to see I was coming up behind Gilda with great speed, I then shot past her; catching her by surprise and throwing her off the flight pattern which lead to her crashing up into a cloud.

With the green trail still coming from behind me, I finally reached Cloudsdale and flew towards the cloud stage with the finish line with the checkered banner and a crowd of pegasi in front of the stage. I shot through the banner and all my hooves skidded across the stage as I landed while standing up straight. I breathed heavily before I heard a loud cheering coming from the crowd.

I looked at the crowd and stared at them for a moment before I waved to them humbly. At that moment, Rainbow Dash and Spitfire finally made it and landed on the stage beside me. The announcer from before then walked up to me, grabbed my left hoof with his and held it up high. "The Wonderbolts win, they have earned the name of Best flyers in Cloudsdale." he said loudly before everypony cheered as loud as they could.

Gilda then finally landed on the stage while breathing heavily and saw us in our victory, she then growled before Bane and Jet landed behind her. Gilda turned around and walked up to Bane. "What did you think you were doing? You almost made me crash, you overgrown doofus." She yelled before she slapped Bane across the face with the back of her claw.

Bane rubbed his cheek as he and Jet quivered in fight. "You losers should be scared or I'll do to you what you two did to Soarin' and Fleetfoot." Gilda said out loud; causing the crowd to gasp loudly.

Spitfire gave her an angered look. "So it was you, I should have known."

"Told you so." I added.

Gilda then huffed before she walked up to us. I then stepped forward to her.

Gilda glared at me. "I don't get it, how were you able to beat me? Rainbow Dash and Spitfire I understand, but how could a scrawny little dork like you manage to not only beat me, but to pull off a Sonic Rainboom as well?"

I smirked and spread my wings out. "All in the wings, baby." I said as I flapped them slightly.

Gilda gave me an irritated look. "What?...all in the-…are you serious?...I don't believe...GRRR, WHATEVER. Cloudsdale is a lame city anyway; I didn't even want to be the best flyer for a city full of a bunch of pathetic little dweeby ponies, I only raced so I could have the chance to humiliate you, Spitfire and Rainbow Dash."

She then grabbed my neck in one claw and pulled me close to her face. "But mark my words, dork!...I won't forget this day for a while. So you'd best watch your back!" she then pushed me away.

I remained silent as Gilda turned around to face Bane and Jet. "Come on, you two idiots!...we're leaving." She said aggressively before she, Jet and Bane took off into the sky and disappeared into the clouds.

"What…a…bitch." I said with my eyes narrow before I turned around to face Rainbow Dash and Spitfire. "Well we showed her, didn't we?" I said.

"Yeah we did, and we all got the name Best flyers in Cloudsdale." Spitfire added.

I let out a small chuckle before I shook my head slightly. "Nah, that title goes to the real Wonderbolts…not us." I said.

Spitfire gave me a confused look. "But, you were the one who crossed the finish line first. You two flew in the race instead of Soarin' and Fleetfoot."

"Hey, we just flew for them. The title basically belongs to them, we just filled their horseshoes." I said with a smirk.

Spitfire then smiled at me. "Oh…very honourable. Thanks ki-…I mean, Matt."

I smiled warmly at her. "I suppose you'll want these back now?" Rainbow Dash said as she pointed to the goggles on her head.

Spitfire turned her head to face her with a smile before she shook her head. "Nah, you keep'em! You both deserve it. There's plenty more where those came from."

Me and Rainbow Dash were surprised by this and looked at each other before we looked back at Spitfire. "Oh thanks Spitfire." I said.

"Well, I think it's safe to say it's time for us to go home. I need a break from flying for a bit." I said before I turned my head to face Rainbow Dash. She nodded. "Yeah, I could use a break right about now."

Spitfire nodded. "Aright then, see you two some other time. We should totally hang out more often."

"Yeah we should, well see ya Spitfire, take care of Soarin' and Fleetfoot alright?" I said as me and Rainbow Dash started walking away.

"Don't worry! I will." Spitfire said before she turned her attention to the crowd of pegasi and waved to them.

As Rainbow Dash and I walked off the stage and headed towards the edge of Cloudsdale, Rainbow Dash turned her head to me. "Gotta admit Matt, you were pretty awesome out there. I even saw that Sonic Rainboom you pulled off."

"Err…that's Sonic Greenboom." I corrected.

Rainbow Dash rolled her eyes. "Ok Matt, sorry to say this but that name is really lame." She said with narrow eyes.

I looked at her with a raised eye brow. "Please, the only thing that was lame was your flying back there. I mean, were you even trying to win, or were you amusing yourself by pretending to be slow and then shooting to the finish line before anyone else could?" I asked with a smirk.

We then reached the edge of Cloudsdale and Rainbow Dash grinned at me. "Maybe I was, maybe I wasn't. Shall we find out?"

I grinned back. "Oh, still got a bit of flying in you huh?" Rainbow Dash then nodded.

"Fine then, first one back to Ponyville wins. We go on 3! Ready?" I asked as I got in a ready position.

Rainbow Dash then got in the same position that I was in. "Ready." She answered.

I then looked forward at the sky. "Alright….3." I quickly yelled before I shot off; catching Rainbow Dash by surprise. "Hey." She yelled before she shot off after me.

While I was flying, Rainbow Dash flew up beside me. "What happened to 1 and 2?" she asked with an amused grin.

I turned my head to face her with a smirk on my face. "Screw 1 and 2! Race ya to the café, last one there has to pay." I said before I flew off ahead of her.

Rainbow Dash then let out a small laugh. "You're so on." she said before she flapped her wings harder to catch up.

Later: Ponyville café

After a long fast flight, I landed in front of the café while breathing heavily. I looked back to see that Rainbow Dash wasn't behind me, I figured she fell behind.

I then smiled proudly. "Ha, two races won in one day. I am on fire." I said to myself before I turned my attention to the café tables and my eyes widened in shock and surprise to see Rainbow Dash sitting by one of tables with a drink in front of her.

She smirked at me. "Well, it's about time you got here. Don't you know it's rude to keep a girl waiting?"

My mouth was hanging wide open. "How did…you were…I was…you didn't…" I tried to say before Rainbow Dash interrupted.

"Oh shut up and take a seat, will ya! And by the way….you're paying for the orders." Rainbow Dash said with an amused smile.

"Aw-oooh." I groaned with my ears slightly low before I walked over the same table that she was sat by and sat by the other side of it. Rainbow Dash laughed slightly in amusement at the sight of this.

Hope you enjoyed the chapter.

To my readers: To those who are aware, there are some spelling mistakes in some of my past chapters. I just want everypony to know that I have found and fixed some of those mistakes and I will continue to fix other mistakes when I find them.

Please remember to review!

Next chapter will be up soon.