Chapter 3 has been re-edited and reuploaded because I felt the original chapter was too short so I added an extra dream sequence.

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Twilight didn't wake up in the best of moods. Her mind was plagued by what happened yesterday and whether or not she took it too far. She didn't write her letter to the princess like she originally planned, what was she meant to say?

"Dear Princess Celestia,

Today, I hurt one of my best friends in order to prove a point because it never occurred to me to just talk to her about what was wrong.

Your faithful student and all-round awful pony,

Twilight Sparkle".

Her plan for today was to find Rainbow and apologies for what she and the others did but a loud rumble from her stomach advised her to put that on hold and get some food first. She went downstairs to find Spike arranging some books.

"Morning, Spike." Twilight greeted in a groggy voice.

Spike turned around and looked as though a complete stranger walked into the house.

"Morning? It's the afternoon." Spike informed.

When Twilight's brain finally processed this information, she automatically began panicking.

"What? How long have I been asleep? What time is it?" Twilight asked one after the other.

"It's about five to one." Spike answered.

"Ah!", the unicorn screamed in frustration, "How could I sleep in for so long?".

"I'm guessing it was 'cause you were having bad dreams last night." Spike explained.

"How do you know that?" Twilight asked.

"'Cause you were constantly shouting 'I'm sorry, Rainbow' throughout the night!" Spike said in a rather irritated tone. Twilight figured that it must have kept him up as well.

"Sorry about that, Spike." Twilight apologised. She decided that since she already slept in so late that she shouldn't put off making amends with Rainbow any longer. She quickly grabbed a muffin from the cupboard and wolfed it down to keep her stomach quiet. Twilight then opened the front door only to find the rest of her friends standing there.

"Guys? What are you all doing here?" Twilight inquired.

"We need you to perform that spell that lets us walk on clouds again. We can't find Rainbow anywhere." Rarity answered.

"Rainbow's missing?" Twilight worried.

"We looked everywhere!", Pinkie Pie explained with her hair deflated per usual when something was upsetting her, "We looked at every cloud, in every alley, in every street, at Sugarcube Corner, behind Sugarcube Corner, on top of Sugarcube Corner, below Sugarcube Corner, we asked everypony in Ponyville and we asked their neighbours and their neighbour's neighbours and their neighbour's pet dog's kennel manufacturer's old college roommate!".

"We even had Fluttershy look into her house, she weren't there. But she can't have gone too far so she must be somewhere in Cloudsdale." Applejack explained further.

"I didn't mean to be rude and go into her house without her permission. It's just that we couldn't find her and Tank hadn't been fed so I had to take care of that." Fluttershy said in her usual shy manner. Knowing that Rainbow was missing, Twilight felt even worse.

"I'll get the balloon ready to take us up." Twilight stated. Once the balloon was ready for departure and Twilight performed the spell, the group set off for Cloudsdale. They continued their search through the city and yet there was still no sight of the rainbow-maned pegasus. They tries asking different ponies and even splitting up but that still didn't turn in any results. Twilight was walking through one of the main streets where she still wasn't able to find Rainbow.

Twilight's mind then began to consider all kinds of possibilities, none of them good ones. What if she got hurt? What is she got lost in the rainstorm last night? What if Rainbow never wanted to speak to them again and was simply avoiding them? Twilight didn't know if she could really blame her for doing so. Just when Twilight was about to give up hope, Pinkie Pie popped up from a flower pot (at this point, Twilight found out it easier not to question things like that).

"Twi! I know where Rainbow is! See, I asked this one pony who didn't know but he said this other guy might know but he didn't know either but he said that the girl who worked at the flowershop might know and..." Pinkie ranted before Twilight interrupted her.

"Pinkie! Where is she?" Twilight said with a slight tinge of irritation.

"Well, I eventually asked the carriage maker's aunt and she said that she saw a rainbow-maned pony go into a place called the Bronze Claw with a griffon." Pinkie finally said.

"Right. Let's get the others." Twilight instructed. After the group reformed, they decided on their next plan of action.

"Griffon, eh? That sounds like Gilda." Applejack deducted.

"I can't believe Rainbow would go back to her after what she did." Rarity commented.

"At least we have an idea of where we can find her now." Twilight noted.

Following the directions that Pinkie got from the carriage maker's aunt, the group found the Bronze Claw which was a rather humble looking pub. Just by luck, Rainbow was exiting with Gilda and two other griffons.

Rainbow was well and truly happy as of now. She was glad that she made up with Gilda, she almost forgot how much fun she could be when she wasn't being a jerk to people. Her two other friends were pretty cool too; Gale and Sky. Gale had grey feathers and yellow eyes while Sky had icy blue feathers and grey eyes. The two argued about everything and were constantly at each other's throats but a couple of drinks of cider later and they were the best of buddies, up on stage and singing karaoke.

But that happiness didn't last long outside the pub as she noticed her once-friends standing outside.

"Oh no. Please don't see me. Please don't see me. Please don't see me."

Rainbow chanted in her head.

"Rainbow!" Twilight called out.

"Dang it!"

Rainbow thought. It was days like this she cursed having such a noticeable mane. She could already see the five of them coming up to her so she didn't really have a chance to get away. Gilda noticed this and sent Gale and Sky on their way telling them that this was "personal business". The griffon knew that Rainbow was capable of taking care of herself so she stood a few feet behind her and decided to step in only when necessary.

Rainbow turned to face them and already she felt a touch of anger reawaken from yesterday.

"What do you want?" Rainbow asked coldly.

"Rainbow, we're sorry for yesterday. What we did wasn't right and we should have known we could have talked to you." Twilight apologised. This didn't seem to affect Rainbow however as she just continued to glare at the group with unforgiving eyes.

"So?" she eventually replied.

"So?", Twilight repeated in a confused manner, "Rainbow, we're sorry.".

"And you think that's gonna be enough? That you were just gonna apologise and I'd come back and then you could write your letter to the princess. You hurt me and there's no way I'm coming back after why you did." Rainbow proclaimed.

"Don't be like that, Rainbow. We're sorry. What more do you want from us?" Applejack said somewhat frustrated. Detecting the affliction in Applejack's voice, Gilda stepped in.

"Look, she said she's not coming back so why don't you go back the way you came?" Gilda ordered.

"And then you go back to her!", Applejack continued, "Don't you remember what she done?".

"Yeah, I do. What I don't remember her doing is humiliating me in front of the whole town just 'cause I got bit of a swelled head. Now I wonder who could've done that?" Rainbow replied, her voice dripping with sarcasm.

"You didn't trust her to listen so you lost her trust. Simple as that." Gilda added.

"No one asked you! Ain't none of your business!" Applejack snapped at Gilda.

"And it wasn't your business to go behind my back!" Rainbow defended.

"What happened to being the Element of Loyalty?" the increasingly-frustrated apple farmer asked. Rainbow didn't answer straight away. Instead, she turned around and before walking off with Gilda replied;

"I'm loyal to my friends. I don't know who you are.".

Nopony could believe they heard that. Once Applejack got over the initial shock, she simply let out a growl of frustration and anger.

"Fine! Be that way!" she yelled before running back to the balloon. Rarity tried calling after Rainbow.

"Please, reconsider what you're saying." Rarity pleaded somewhat meekly. She was given no response from the pegasus. Twilight merely let out a sigh.

"Let's go." she said.

"B-but what about Rainbow?" Fluttershy asked.

"She's made her decision. We can't force her to come back." the unicorn replied. Seeing no point in arguing, the other simply followed after Twilight and Applejack to the balloon.

Meanwhile, Rainbow was walking with Gilda in the other direction with her head down low. This didn't escape Gilda's attention.

"You okay, dude?" she asked.

"Yeah. I think I'm just gonna go back home. Think I forgot to feed Tank." Rainbow answered with a melachonic tone.

"Okay. See ya tomorrow?" Gilda asked as she was just about to fly off.

"Yeah. I'll do that." Rainbow answered in the same tone again and with that Gilda was off.

Back in the balloon, things weren't much better. Nopony said anything and were just left to their own thoughts. Twilight noticed how Applejack looked especially dishearten with her head hanging over the basket and eyelids heavy. When they reached Ponyville, the group went their separate ways with Twilight going back to the library. She tried to clear her head with some studying but that did nothing for her. Her mind kept wandering back to Rainbow and how Applejack looked after today. She put her book away and decided to see how the cowpony was holding up.

She made her way to Sweet Apple Acres to find Applejack bucking some apple trees. Nothing unusual with that, but it was the excessive force that Applejack was applying that caught Twilight's attention. She looked as if those trees had killed Winona. Clearly, something was bothering her.

"Hello, Applejack." Twilight piped out. This managed to bring Applejack out of her mental state long enough for her to acknowledge her.

"Oh. Howdy, Twi. What can I do you for?" Applejack asked as if she didn't have a care in the world.

"Applejack? Is something wrong?" Twilight inquired.

"Wrong? Why would something be wrong? Nope. Nothing's wrong at all." Applejack said with that face she usually made when she attempted to lie.

"Look, Applejack. I understand if you don't want to talk about Rainbow but it might help to get your feelings out in the open." Twilight suggested.

"What feelings? It's not like what happened got to me. Not like I feel awful for doing what I did to her. Or when she said we weren't her friends no more. Or the fact I might not see her again. Or the fact that she ha-ha-ha-hates me!" Applejack said with that last sentence ending with her bursting into tears. Twilight stepped forward and put a hoof around the crying mare.

"Shh. She doesn't hate you. She's just very emotional right now. We all are." Twilight soothed. Applejack could only sob into the librarian's shoulder in response.

"B-b-but what if she ain't? What if she really does hate us?" Applejack continued to sob.

"I promise you that's not going to happen.", Twilight reassured, "Now why don't we get you inside? It's way past your working hours. I'll make you some cocoa.". Applejack merely nodded as the two made their way back to the Apple house. After some arrangements were made, Twilight agreed to spend the night in the guest room. Twilight settled down into the bed and let sleep overcome her.

Twilight opened her eyes to find herself in an empty building with seemingly endless halls, open doors and pictures on the wall that looked as though they were drawn by a particularly young foal implying that this was a school of some sort.

"Not this again." Twilight thought to herself. Though she told herself not to, she couldn't stop her body from moving forward. She kept walking, the sound of her hooves echoing throughout the empty building until those echoes were accompanied by another sound. The unicorn could just make out a faint whimpering coming from one of the rooms. She journeyed further as the sound got louder and louder and Twilight eventually managed to find the source of it. She peered her head into a dark room. She couldn't make out any faces but she could see sihouettes of three ponies prodding a smaller pony and making unkind remarks.

"You're nothing but a failure!" one remarked.

"Such a waste of time!" another remarked.

"What ever gave you the idea you were worth anything?" the last one said. Even though she knew what was coming up from the previous night, Twilight still stepped in.

"Leave her alone!" Twilight yelled as she rushed to the small pony's side. At that moment, the lights came on to reveal the three figures to be three other Twilights, all with sinister grins and heartless eyes. The real Twilight then looked down to see the pony they were picking on was a filly Rainbow. The three Twilights evaporated into clouds of black smoke as the real one tried to put a hoof around the small Rainbow only to have her push it away.

"Go away!" the crying filly screamed.

"I'm not like them. I'm not going to hurt you." Twilight tried to reassure.

"Then why did you do all those mean things to me yesterday? Why didn't you just talk to me?" Rainbow argued.

"I know I should have and I'm sorry." Twilight repeated for what seemed like the millionth time that day.

"You're just like everyone else! Everytime I do something ponies will like me for somepony has to take it away!" the foal continued to cry out.

"You don't have to impress anypony. You just have to be yourself." Twilight insisted.

"Yes I do! Or everypony will leave me alone! Just like they did when you took the attention away from me!" the cyan pegasus sobbed.

"Rainbow..." Was all Twilight could say before the filly also evaporated into smoke and the walls of the building came tumbling down. Twilight looked up to see that the sky was blazing red and in the distance a large black cloud with demonic eyes was approaching, engulfing everything in it's past. She looked around to see her other friends lying on the ground writhing in pain. They were attempting to use the Elements of Harmony to ward off the cloud but they refused to work. Twilight then looked to her right to see a fully-grown Rainbow standing on a cliff with her own element but was refusing to help.

"Rainbow! Please you need to help us!" Twilight begged but her pleads fell on deaf ears. She simply trotted out of sight.

"Rainbow! Please! I'm sorry!" Twilight screamed, tears streaming down her face, before she looked behind her to briefly see the cloud engulfed her.

Twilight shot up in her bed with a "Rainbow! I'm sorry!". Twilight was breathing heavily and sweating until she calmed down to realize that she was in Apple house. Obviously her scream didn't go unheard as Applejack entered the room.

"You okay, sugarcube?" Applejack inquired.

"Nothing, Applejack. Just a bad dream. Sorry if I woke you." Twilight answered.

"You too, huh?", the farmer replied, "Don't worry 'bout it. Just holler if you need anything.".

"Okay, Applejack. Good night." Twilight said before Applejack left the room again. Similar to last night, Twilight didn't fall back to sleep easily.