Thanks for the advice you've been giving me and I'm happy with the positive reception the first chaper got. Hopefully I can keep that up.

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Somewhere high above Equestria but not so high it reaches Cloudsdale, some rogue clouds were floating among themselves but among this particular group one of the them stood out. It appeared to be letting loose rain but not in the same fashion as the ones above Ponyville or even that of any other form of cloud. These rain drops came out one or two at a time and seeped through the same general spots.

That was because in reality there was a distraught mare sitting inside the cloud who felt as though she had been betrayed by all her friends. During her time there, Rainbow did come to the conclusion that she may have went a bit too far with her boasting but she still couldn't believe that the ponies who called themselves her friends would do that to her. Friends are meant to talk to each other if something's wrong. Friends don't go behind each other's backs. Friends don't humiliate one another just to prove a point. Worst of all, Rainbow felt like she had just exposed herself by letting them see her cry. All her insecurities that she tried desperately to put a cool shell over were now out in the open.

Just when Rainbow thought she was over it, memories came flooding back out which caused her to start crying all over again. Memories of what happened today and of when she was a small filly at flight camp when she barley had any friends. It was all the other foals with the amazing tricks and agility that got the attention and it wasn't until she performed the Sonic Rainboom that everypony began to appreciate her. That's why she kept up the need to impress ponies because she was scared that if she didn't they would forget about her and leave her alone again just like they did when her friends showed her up as Mare Do Well. Ironically it was that same need that might have caused her to lose said friends.

"B-but they didn't need to go and do...that!" The still-crying pony sobbed to no one in particular.

Rainbow only had two real friends at flight camp. The first was Fluttershy but for obvious reasons Rainbow wasn't going back to her. Not that she blamed her specifically, she knew that Fluttershy didn't have it in her to come up with something so diabolical. But she still helped the others to hurt and humiliate her. That left her other friend who, admittedly, she was on bad terms with but maybe it was worth trying to rekindle that old friendship. Rainbow didn't want to be alone but she certainly didn't want to be with ponies who would treat her like they did.

When she finally calmed down, Rainbow then left the comfort of the cloud and made her way to Cloudsdale where her friend was. Once there, she stayed as low to the ground as possible since most of the other pegasai were hovering above and she didn't want to run the risk of running into somepony she knew. She came to a small house on the outskirts of town and knocked on the door. No answer. She knocked again. Still no answer. Getting a tad aggravated, Rainbow knocked for a third time as hard as she could.

"Alright, alright! I'm coming!" the voice from inside informed.

The resident opened the door first with a face of annoyance but then it quickly shifted into a face of surprise.

"Dash?".

"Hey, Gilda".

The griffon's first notion was to say to something along the lines of "I knew you'd come crawling back." but judging by the pegasai's bloodshot eyes and damp cheeks she could tell her old friend had just gone through a personal hell so now probably wasn't the best time (maybe later).

"Um...you wanna come inside, dude?" Gilda awkwardly offered.

"Thanks." Rainbow accepted as she begrudgingly trotted inside and Gilda closed the door behind her.

For the first few minutes, there was just an uncomfortable silence. Both their eyes darted around the room while Gilda just tapped her claws and Rainbow shuffled her hooves.

"So. Oh, sorry. No, you go first. No, you." the two managed to both say in perfect synchrony. They let out a small chuckle at the awkwardness of the situation. Finally, Gilda managed to get a say in.

"Dash, I just wanna...apologise for what happened down in Ponyville. You're a cool mare so who am I to say who can't be your friends? If they're cool enough for you then that's cool enough for me." Gilda reconciled.

Rainbow let out a small smile. She knew Gilda was being sincere because she knew how hard it was for her to say something like that.

"Thanks, Gilda. But that doesn't matter anymore." Rainbow started.

"Glad to hear it." Gilda said relieved.

"'Cause they're not my friends anymore." Rainbow continued.

Gilda was genuinely surprised by this especially considering how hard Rainbow defended them. Things must have gotten bad between them.

"Did something happen?" Gilda asked.

"Don't worry about it." Rainbow answered. "Besides, I owe you an apology too.".

"For what?", Gilda questioned, "You were defending your friends. Nothing wrong with that.".

"Ex-friends." Rainbow corrected. "Anyway, I-I was sort of wondering if I could crash here for the night. Just that they know where I live and I don't need 'em coming up harassing me.". Rainbow requested with a hint of uncertainty. While Rainbow said that she didn't want her friends pestering her, Gilda knew what she really meant was that she didn't want to be alone and didn't want to admit it.

"Okay." Gilda replied, finding it impossible to say no to those big, hurt magneta eyes. "You can have my bed. I'll just sleep on the couch.".

"Oh no, you don't have to do that." Rainbow insisted.

"Nah, it's fine. I like my couch.", Gilda insisted back, "Besides, you look like you could use a good night's sleep.".

Rainbow gave in. "Okay. Mind if I use your bathroom?".

"Go right ahead." Gilda granted.

Rainbow stepped inside and headed over to the taps where there was a mirror hanging above. For the first time since the falling out Rainbow managed to get a good look at herself and at first she barley recognized herself. Her eyes were red and stinging and while she's never been one for grooming, even she couldn't deny how much of a mess her mane was. She hadn't looked like this since flight camp when she used to hide in the bathroom and cry at another failed attempt.

She turned on the taps and splashed her face with some cold water to help with the stinging eyes. She looked out the window to see it was getting pretty dark out. The hurt mare just wanted the day to end and get to bed as soon as possible. Rainbow entered the living room where Gilda was lying on the couch.

"Hey, Gilda? It okay with you if I just hit the hay?" Rainbow enquired.

"Sure. Bedroom's just to the right of the bathroom." Gilda informed.

Rainbow followed Gilda's instructions and entered the bedroom. The bed was already made and the blanket was a simple brown colour with a white edge. She lifted one corner and placed her self underneath. Getting to sleep was easier said than done as Rainbow did spend a few good minutes just tossing and turning. When she did finally get to sleep, it was anything but peaceful.

At flight camp, a small rainbow-maned pegasus had just fell from the sky and upon the unforgiving floor. She was only greeted with the sound of humiliating laughter and remarks such as "Rainbow Crash". She looked up to see there was nothing around her except darkness but the teasing still remained. She looked further up to see a hole piercing through the darkness. The young Rainbow could barley make out the sky and her new goal. She lifted herself off the ground and headed upwards. The hole grew closer and closer until she could actually feel the breeze from outside.

Fate had other ideas however as she felt something pull on her tail in an attempt to drag her back. She looked down to see a dark entity emerging from the ground that bared a strong resemblance to the Mare Do Well costume. Rainbow tried picking up her wings but that only made the creature pull even harder. Next, two more Mare Do Wells appeared next to her.

"What? Were you planning to achieve something?" the first one said in a voice similar to that of Twilight's.

"We can't have that now." The other one said, sounding like Pinkie.

The two Mare Do Wells flew up to the hole and on their way merged together to form a dark cloud which proceeded to cover up the hole. Rainbow attempted to scream out for help but no sounds came past her lips and with one last pull from the Mare Do Well below, she was pulled into the darkness.

Once underneath, she found herself in the street where she fell out with her friends. It was completely empty but there were still voices. More importantly, the voices of her friends.

"Look at her show boating. Like she has anything to show boat about!" Rarity's voice said.

"Just tryin' to cover up what a failure she is." Applejack's voice replied.

"That was all she did at flight camp. Trying desperately to get as much attention as possible." a rather mean version of Fluttershy's voice informed.

The tears that Rainbow had become all too familiar with today were starting to come back.

"S-shut up!" Rainbow tried to threaten. She started running but everywhere she turned she came to a dead end.

"Let's expose what a failure she is. Watch her crumble." Twilight's voice suggested.

"Yeah, let the whole town know what a waste of time she is." Pinkie's voice added.

Rainbow closed her eyes and put her hoofs over her eyes as the tears dripped from her face once more.

Finally, Rainbow woke up and flung herself upwards into a sitting position. She was starting to hyperventilate and could feel sweat running all over her. Once she realized it was just a nightmare she calmed down a bit.

"I'm a wreck." Rainbow thought to herself. Even though it was just a dream it only served to remind her of her past and already her eyes began to leak once more. Her time in the cloud wasn't the last time she cried that night.

Her ears then perked up when she heard Gilda enter the room and the last thing she needed was to have her see her like this. As soon as she heard the door creak, Rainbow turned around so her head was facing the pillow. While she could no longer see her, she did hear an inward sigh come from Gilda.

"No point in hiding your face, Dash. I already heard you sobbing outside." Gilda said.

Rainbow didn't turn back around but she didn't bother holding back the tears either and instead let them free into the pillow. Gilda then proceeded to sit on the corner of the bed and, though hesitantly, ran her claw through Rainbow's mane in an attempt to comfort her. She also tried her hand at trying to provide some comforting words.

"Hey, c'mon now. Buck up." Gilda said in a soft, soothing voice. This did calm Rainbow down somewhat as the crying did soften but didn't stop all together.

"You wanna talk about it?" Gilda offered. Rainbow then sat up and Gilda put her right arm around her.

The pony took a deep breath before answering "Okay." and telling the lion-eagle hybrid what happened today. After she told her, Gilda couldn't believe it.

"Wow. And I thought I could be a jerk. What they did was just mean." she commented.

"M-maybe I deserved it. M-m-maybe I just don't deserve friends." Rainbow said before breaking off into uncontrollable crying once again.

Gilda then put both her arms around her and allowed her to cry into her shoulder.

"Shh. Don't say that. You're a great mare, Dash. Even if you are bit of a show-off. Doesn't excuse what they did." Gilda comforted. She could see that her friend was in serious need of cheering up.

"Tell you what,", Gilda began to offer, "I'm meeting up with some friends for a drink tomorrow. Why don't you come along? Forget about your worries.".

"You sure they won't mind?" Rainbow asked.

"Nah, it'll be cool." Gilda ensured.

"Guess it couldn't hurt." Rainbow admitted. She actually sort of looked forward to it since it could mean a chance to make new friends. This notion didn't stop from showing itself as a small smile crept it's way onto Rainbow's face.

"See? A smile. Haven't seen that on your face in a while." Gilda noticed.

Once their conversation ended, Gilda made her way back into the living room and let Rainbow get to sleep. Rainbow had an easier time doing so since she was in a better mood and was excited for tomorrow. She almost couldn't remember why she was upset in the first place. Almost.