My Little Pony: The Human Chronicles

Episode 25: Rematch of the Century

The day started out with Toby and Rainbow Dash walking towards the old ground. The old ground where Rainbow had challenged Toby to a race. And now, she had challenged him to another race, which was kind of weird for him. And now they were making their way to where the others were waiting for them both.

"Okay, remind me again," Toby asked. "Why are we racing? I thought it was because you didn't want me being treated as such a high horsed hero."

"Don't be dumb" she joked. "This is just a friendly competition between the two of us."

Toby arched an eyebrow, "Really? Just friendly? Nothing too personal or a hidden agenda to this for your pride as Ponyville's fastest flyer like it was last time?"

Rainbow Dash was hesitant to answer about that, as a smile crept up on her face, until she tried to reply, "Well, I guess the real reason…" but then she began to stumble on her words. "Well, what I'm trying to say is…"

"Yes?" Toby asked, expecting an answer.

Suddenly, flying right at them, a green comet of sorts was heading right towards them. Toby was about to attack whatever it was, when the green comet stopped right in front of them, landing on the ground in front of them. But then it came to realization that it wasn't a comet. Instead, it was a small green tortoise, with a pilot's cap and goggles on, and what appeared to be a small magical-empowered chopper propeller strapped to his shell.

Toby didn't know what to make of it, until Rainbow Dash smiled, "Tank!" she immediately picked him up and nuzzled the little tortoise cheek-to-cheek, "You little scoundrel, were you looking for us? You goofy little guy."

:Tank?" Toby questioned, making sure he heard right.

"Yeah, he's my pet," she answered, as she got him back on the ground

"That's a tortoise," he stated.

"I know, isn't he awesome," Rainbow smiled. "The guy's tough and unstoppable. Everything I was looking for a pet. Admittedly I found him annoying when I first met him but that was a long while ago."

"That's. A. Tortoise,' he stated, making sure he got it right.

"C'mon, let's go or the others will leave before we even start," Rainbow Dash smirked as she dashed off.

Tank then hovered off the ground with his flying gear, and turned to look at a stunned Toby, who was quiet for the moment.

"That. Is. A..." he slowly stated, until he finally spoke out, "Tortoise."

Toby sighed and face palmed lightly as he began to follow Rainbow to where the race was going to start. Unknown to either of them, someone was watching from inside one of the clouds above them.

While he was walking Toby heard Rainbow Dash whooping ahead as she flew with Tank.

"Whoo-hoo! Get ready folks cause this is gonna be… The Rematch of the Century!" Rainbow cried happily before whooping. Toby just smirked to himself.

---

Toby, Rainbow and Tank soon reached the spot where everyone else, mainly Twilight, Rarity, Applejack, Fluttershy, Pinkie and Spike. was waiting for them. They turned and smiled when they saw the three coming over the hill.

"Hey guys!" Pinkie waved.

"Hey ya'll." Toby waved back.

"You two ready?" Applejack asked.

"Ready as she is." Toby nodded, gesturing to Rainbow.

"Dude, I was born ready!" Rainbow Dash stated.

"And I was ready before was born!" Toby countered with a smirk, which she returned.

"Ooh! He's good!" Pinkie remarked to Spike, who nodded in agreement.

"Alright, that's enough trash talk for now you two." Applejack told the two racers.

"More like flirting." Spike whispered to the others, who all giggled in response.

"We heard that!" Toby and Rainbow said in unison, as well as very annoyed.

"Sorry…" Spike apologized.

Twilight stepped forward. "Alright you two, you both know what the rules are?" she asked. "No tricking each other, no tripping each other, no hitting each other…"

"Are you crazy? This is a street race, the street has no rules." Toby pointed out.

"He's kinda right Twi. Besides, I won't bruise this guy up too bad… not after I beat him that is!" Rainbow Dash declared.

"Hey, how many times have I beaten you in a race?" The human questioned.

"Twice." Rainbow responded.

"Well then… I hope you like looking at my back because you're about to eat my dust for breakfast, lunch and din-din!" Toby stated as he got into a running position.

"Oh you are so on!" Rainbow Dash said, ready to go as she also got into a running position.

"Ooh… this is so exciting!" Fluttershy smiled. "I almost feel like shouting!"

"Me too." Fluttershy said before then let out a soft cheer. "Whoo-hoo!"

"I'm so excited I almost forget I was excited!" Pinkie Pie exclaimed. "Whoo-hoo!"

"Good luck Rainbow Dash, and to you as well Tobias." Rarity added.

"Man… do you ever stay still for more than one second?" Toby asked Rainbow, teasingly.

"Do you ever stop joking around?" Rainbow countered.

Toby shrugged. "Every other Tuesday, though for you it's… never."

"You know me too well." Rainbow Dash smiled.

Twilight then stepped in front of them. "Alright, you two, ready?" asked.

"Ready!" They both said in unison.

"Right. Then on your mark… get set…" Twilight Sparkle started to say before something fast zoomed over her head, interrupting her. It also flew over the others' heads as well.

"Whoa!" Toby cried. "What the heck?"

They watched as whatever it was did several fast and daring moves high up in the air while making a glittery, lightning bolt like trail behind as the unknown flier flew through the sky at supersonic speeds.

"Whoa!" Spike said, in awe.

"Double whoa!" Toby agreed. "Who is that?"

"Whoever it is… their moves are dazzling!" Rarity remarked.

"Wait… those moves seem a bit… familiar…" Fluttershy observed.

"So does that super cool lightning trail!" Pinkie Pie added.

"Yeah… and that flier kind of looks like…" Rainbow began before her eyes widened in realization. "Oh no…"

"What? What's the problem?" Toby asked.

"Not what… who." The blue pegasus stated.

After she said that, another pegasus landed right in front of them all. She kind of looked a bit like Rainbow Dash only with a slicked back golden mane and matching eyes, plus a turquoise like coat. She smirked to them.

"Hey everypony, miss me?" she asked.

"You!" Rainbow Dash exclaimed.

"Uh… you know her?" Toby asked Rainbow, confused.

"Yeah, I met her back at the Academy… it's a long story." Rainbow said.

"Uh, no it's not! You…" The pegasus began.

"Save it!" Rainbow Dash cut her off. "I don't want to hear anything you have to say, especially after your behaviour at the academy."

"That was years ago!" The pegasus stated.

"And yet it doesn't seem like you've learned a thing!" Rainbow shot back.

Toby then got in-between the two. "Whoa RD! Take it easy, don't you think your being a bit harsh?" he asked.

"Your right, she sure knows how to hold a grudge, doesn't she?" The other pegasus remarked.

"Yeah and while I can relate to that trait she also snores like a chainsaw." Toby stated. "No offence Rainbow."

"None taken…" The rainbow maned Pegasus growled. She turned to her friends. "I don't, do I?"

"Well…" Fluttershy began.

"Um…" Rarity continued.

"Like 'chainsaw' is kind of an exaggeration…" Twilight said. Rainbow's face falls after this.

"See? They agree." The human

The golden maned one giggled. "Your funny!" she said to Toby. "And cute… for a human.

The girls were a bit surprised by what she said to him and Rainbow looked especially angered by this, Applejack as well, but to a lesser extent.

"Thanks… and kinda pretty as well… for a Pegasus." Toby remarked. The others could just see steam emitting from Rainbow's ears as her body when form blue to red.

"She's gonna blow!" Pinkie Pie whispered to the others

"Thanks." Lightning Dust said, flattered. "Here, let me clear those clouds away for ya!"

The Pegasus went up into the air before anypony could say anything. Then she began to zoom around and around and all over the sky and started to kick clouds faster than a blink. They quickly started disappearing and in just a few seconds she managed to clear the skies easily. The golden maned Pegasus landed back in front of them with a smirk as everypony else stared with their jaws all dropped.

"Whoa!" Spike said in awe.

"Yeah, I got some skills." The Pegasus girl said, proudly. "By the way, you owe me one."

"Hey wait! I was supposed to do that!" Rainbow pointed out.

"Guess not." Toby shrugged before turning to the unknown Pegasus. "Thanks. I'm Toby."

"Nice to meet ya slick, name's Lightning Dust," she said.

"So you know Rainbow?" The human inquired.

"You could say that." Lightning Dust confirmed, she turned to Rainbow. "Don't we, RD?"

Rainbow just growled in frustration at her.

"Lightning Dust, you mind telling us why you're here?" Twilight questioned.

"Um… please?" Fluttershy asked, politely.

"Eh, had nothing else to do so I thought I'd stop by." Lightning Dust shrugged. "Plus I heard there was a super fast human around and I wanted to see what he could do."

"Well your just in time, because we're about to have a race right now." Toby said.

"Yeah… so if you don't mind… get out of our way." Rainbow told her, impatiently.

"Rainbow, don't be rude." Toby told her.

"But she…" Rainbow Dash began.

"Just stand down." Toby said, sternly, making Rainbow lower her head shamefully. He turned to Lightning Dust with a friendly smile. "So what do you say? You in?"

"Yeah, sounds interesting, but I was thinking of something a little more… high stakes." Lightning Dust smirked.

"What kind of high stakes do you mean?" Twilight Sparkle questioned.

"Nothing too major, just a few stunts while racing… in the sky." Lightning Dust said, gesturing to the sky above them all. They all looked up.

"Huh… never did a race in the sky before." Toby remarked. "Unless one counts chasing a giant bird monster as a race."

"I would!" Pinkie Pie piped.

"Of course you would…" Toby said, a bit flatly.

"Say… if I can prove that a high stakes race in the sky between the three of us would be awesome, will you agree to it, slick?" Lightning Dust questioned.

"Exactly how do you plan on proving it?" Toby asked.

"You know, with a few tricks!" The other Pegasus. "Just check it out!"

Lightning Dust flew into the air and began to perform several daredevil like tricks into the air that were similar to Rainbow Dash's but were a lot more intense and spectacular looking. One of those moves was a move was creating multiple lightning shaped marks in the sky using the golden trail she left behind as she flew, this easily catches Toby's attention.

"Wow! She's good!" Toby remarked. "Maybe even just as good as you Rainbow."

"Oh please! She's not that good." Rainbow grumbled. "And besides, you don't even know her like I do."

"She did something to you?" Toby asked.

"More like everyone else! She nearly got them smashed to bits with her recklessness!" Rainbow Dash proclaimed. The others nodded in confirmation.

"Well maybe she's changed?" Toby suggested. "It has been a few years since you last saw her right?"

"That's not the point!" Rainbow Dash stated. "I can tell that's she bad news! Why can't you?"

"Why can't you give her another chance?" Toby countered. "I mean doesn't everypony deserve a second chance?"

"Well…" Fluttershy began.

"He has a point Rainbow." Twilight told her.

"Yeah? Like how you gave Tirek another chance? Or those other bad guys you beat up another chance?" Rainbow Dash snapped.

"Ooh!" Everypony said, grimacing at the low blow she gave him.

"Oh no she didn't!" Pinkie Pie exclaimed in a hushed tone.

The two of them continued to glare at each other until Lightning Dust dropped down in front of them.

"So? What did ya think?" she asked.

Toby then turned to her. "Oh! Uh… not bad! I'd kinda like to see more," he admitted.

"Well you can… if you can beat me at an flying racing!" Lightning Dust stated.

"Sounds cool to me." Toby nodded, he turned to the rainbow maned pegasus next to him. "Rainbow?"

"No way! I'm not racing with the likes of her, not after what she did!" Rainbow Dash snapped.

"You really want to start something with me Rainbow?" The other Pegasi questioned.

"Yeah! I want to start something!" Rainbow declared as she began to walk toward her looking for a fight. "You and me, right here, right now!"

"Rainbow, no!" Twilight cried.

"Rainbow! Stand down!" Toby ordered.

"But…" Rainbow began.

"Stand. Down." Toby said, sternly. "She hasn't done anything but you're trying to attack her with no good reason!"

"Toby I…" Rainbow tried to say.

"You keep saying Lighting Dust here is the trouble maker? Well the only trouble maker right now is you." Toby told her. Rainbow gasped quietly and turned away, looking very hurt. The others gazed at her sympathetically.

"Oh no he didn't!" Pinkie Pie added.

"Rainbow he…" Twilight attempted to tell Rainbow before she quickly flew off looking very angry. Tank then followed after her.

"Yeesh, what a party pooper." Lightning Dust remarked.

"Not wait just a minute…" Applejack began, her voice beginning to rise.

"Come on Toe, let's go hang out a little bit for out little race." Lightning offered Toby. "That is… if your still up for it."

"I sure am! And yeah, I could eat." Toby shrugged. "Let's go!"

"Sweet, meet ya there!" Lightning challenged him as she spread her wings and took off into the sky.

"Bring it, Sparky!" Toby shot back playfully as he flew off after her, leaving everypony else behind.

"Well that was something." Spike said, breaking the awkward silence around them.

"Ugh, I can't believe the nerve of that boy!" Rarity exclaimed. "Brushing us and Rainbow Dash off like that? How barbaric!"

"Hey, he didn't mean it! He just doesn't know Lightning Dust that well yet." Twilight defended Toby. "And who knows? Maybe she has changed and we have to give her a chance like he is."

"Well… maybe your right Twi… questioned; will she?" Applejack questioned. Everypony then had an understanding look on their face, knowing full well who she was talking about.

"So… who wants to go cheer her up?" Pinkie Pie offered, holding up a hoof. "I volunteer!"

"No, I will, we've known each for a while, she'll listen to me… I hope." Fluttershy said.

"I'll come to." Spike added. "Any idea where she is?"

"I… kind of have an idea…" Fluttershy said as she began to lead Spike away from the others to their destination, where they had a feeling they'd find Rainbow.

---

Meanwhile Fluttershy and Spike found Rainbow Dash, looking horribly depressed at the lake, where she and Pinkie Pie usually hanged out at. Tank was with her, cuddling up to her, but it made no effect to cheer her up. Fluttershy walked over to her, as she asked, "Rainbow Dash?"

Rainbow nearly jumped up, but hid her face with her wings, as she responded, "Oh. Hi, Fluttershy."

"Rainbow, what's wrong?" she asked, trying to see her face. "Are you ok?"

"Oh, nothing," she lied. "I'm fine."

"Oh, come on," Spike objected. "You're obviously not fine.

"I said I'm fine!" Rainbow snapped, harshly

"Oh, well… if you say nothing's wrong, then we can't help you." Fluttershy stated. "Please Rainbow Dash?"

Rainbow tried her best to contain what she was going to say but then she finally blurted it out. "I have a crush on Toby. There! I said it; I'm a girly wuss who has a crush on a boy! You happy now!?"

Fluttershy was surprised by that, but Spike, who actually had an idea that she felt that way. He crossed his arms, as he sighed unfazed by this information, "Oh no. really? I had no idea." Spike said, sarcastically.

"Neither did I, Rainbow Dash," Fluttershy said, truthfully.

"Well… now you do." Rainbow said. "You can laugh, go ahead."

"Oh, I would never laugh at you!" Fluttershy proclaimed.

"I'm laughing." Spike pointed out. The two mares glared at him. "I mean… inside. However I would never, ever laugh at you in public. So… how come you've never said anything about it?

"Well… I mean, I've always denied it, made him think I didn't, but seeing him with Lightning Dust…" Rainbow Dash explained, before looking toward the two, "And seeing him spend more time with you, Applejack, even Twilight…"

"Is starting to drive you postal?" Spike guessed. Rainbow nodded in confirmation.

"Oh, I see." Fluttershy seemed to understand. "All those times, you really were jealous…"

"Yeah, pretty much," Rainbow confessed, as she sighed in defeat, looking at her reflection in the river.

Then Spike then asked, "Well, why not just tell him? End this whole catfight."

"Ugh, I've wanted to tell him… in my dreams," she confessed. "But any time I wanted to, I felt like I was gonna like… pass out or puke. Maybe even a combination of the two." She then huffed, "Aw, who am I kidding. You guy don't know what it's like to feel like this. To have a one sided crush on somepo- somebody you like, like this."

Spike crossed his arms, as he raised an eyebrow, knowing full well such a situation.

Fluttershy then walked up to help her friend out, "Well… if I were in your hooves, I would do everything in my abilities to try and get him to notice you more… hopefully."

Rainbow Dash pouted for a moment, and lit up, "You're right. I can't weep on this. I'm a hero, a tough flyer, a Go-To girl. I'm not about to let Lightning Dust just steal my spotlight."

"And Toby?" Spike joked.

"No way!" she shouted. Rainbow then started shaking Fluttershy around hilariously, and shouting, "I! HAVE! TO!"

She then noticed the shaken look on Fluttershy's face and let go of her. "Uh… sorry about that," she apologized.

"It'ssss… okay," Fluttershy dizzily responded.

"So what's your plan Rainbow?" Spike asked. "You gonna do something about them?"

"Well… like Toby said, there is a time to go in strong… and a time to go in smart." Rainbow Dash stated.

"What do you mean exactly?" Fluttershy inquired.

"I mean I can't just rush in without a plan… I know! I'll do it the way Toby would; I'll watch the and wait before I go over make my move." The blue pony replied. This caused the other two to gasp in shock. "Yeah, I never thought I'd hear myself say that either. But, desperate times call for desperate measures. Besides… it's what Toby would do."

"So… what are you gonna do?" Spike asked.

"Well, looks like this calls for…" Rainbow began before diving into a bush then hopping out wearing a cat suit. "Stealth mode."

Spike face-palmed. "Really? This is how your gonna figure out what their up to before you 'rush in'?" Spike asked, in a deadpan.

"You got a better idea?" Rainbow questioned.

"Every idea is better than this idea." Spike stated.

"He's got a point…" Fluttershy pointed out.

"Well… regardless, I can't just sit here and do nothing about it!" Rainbow Dash declared before flying off.

"Rainbow, wait!" Spike called out, but she was too far away to really listen.

Spike sighed and turned to Fluttershy. "You think she knows what she's doing?" he inquired.

"I don't know… Rainbow Dash has never really thought things through before…" Fluttershy admitted.

"That's for sure." Spike nodded in agreement. "I just hope she doesn't jump to any conclusions… I mean more then she already has."

Fluttershy nodded. "Agreed."

They both continued to look up and watch their feathered friend fly off into the distance with a mission to find Toby and Lightning Dust.

---

Speaking of the two, Toby and LD were already in the sky yet near the top of the trees and at the moment it looked like they were preparing for something, especially Lighting Dust.

"So uh… what are we doing again?" Toby asked, innocently as Lighting Dust zipped back from something.

"Just a little something to warm us up for our big aerial race; an obstacle course!" Lightning Dust declared.

"In the sky?" Toby guessed.

"How'd you figure it out?" Dust smirked.

Toby then saw all the large and small clouds that were spread in the sky along with several recently made twisters and dark clouds shooting lightning every few seconds.

The human just shrugged. "Wasn't hard."

"Oh! Handsome, strong, brave and smart." Lighting Dust remarked. "You must be very popular with all the other gal ponies."

Toby shrugged again. "I guess so."

"Oh, don't be so modest, it doesn't do ya justice." Dust told him. "So are you ready to do or die?"

"Always ready my new friend, always ready." Toby nodded.

"Awesome! So let's go!" Lightning Dust proclaimed.

"Wait, we didn't say 'ready, set, go' yet." Toby pointed out.

"Fine…" Lightning Dust relented, she paused before saying something very quickly. "Ready, set, GO!"

She then zipped ahead of Toby before he could react.

"Hey!" he called out before flying right after her.

The two of them then began to zip around and through many clouds using fancy looking tricks and strong kicks. As they did so Rainbow sneaked through the bushes on the ground, looked up and watch them fly through the sky.

"Ok… so far so good… they don't see me…" Rainbow muttered to herself. "Just need to wait for the right moment to show him my stuff!"

After clearing through all of the clouds the two of them then made it to the twisters that were swirling around and around in little circles. They tried to make their way around them but Lightning Dust was quickly blown back by the strong winds.

"Gah! It's no use the winds are too strong," she complained. "Shouldn't have made them so fast…"

"Winds too strong? Ha!" Toby scoffed. "Watch this!"

Toby then started to fly towards the twister just like Lightning Dust did, which Rainbow noticed from the ground.

"What he is doing?" Rainbow wondered, sounding almost alarmed.

The winds became harder and harder as Toby flew closer and closer towards the twister. Then at the last moment he flew up to the top of the twister, folded his wings and dove inside where he landed in the eye of the twister, which was always calm. He then spun around and around, counter clockwise, the exact opposite motion of the twister, and eventually the whole thing dissipated once Toby unfolded his wings.

"Tada!" he exclaimed.

Both of the female Pegasi that were watching were slack-jawed, having watch Toby clear away a twister with barely any effort.

"Whoa…" Rainbow breathed, blushing a bit.

"That… was… awesome!" Lightning Dust said, loudly. "You blew away a twister! That's so cool!"

"Eh, it was nothing." Toby shrugged. "Mainly I got the idea from watching Rainbow all the time."

Rainbow heard him say this and her cheeks lit up with an bright red blush on her face.

"Boy, you sure do like her do ya?" Lightning Dust remarked.

"She's my friend." Toby stated.

"No. I am your friend. That dragon and those other ponies are your 'friends', there's something more between you and Rainbow Dash isn't there?" Dust questioned.

"Uh…" Toby muttered, unsure of what to say.

"Is there?" Lightning Dust asked, more firmly. She obviously knew the answer to that question and did not appear to like it one bit.

"Well… maybe there was…" Toby admitted. "Though I doubt she'd ever want to speak to me again after what I said…"

At that moment Lightning Dust caught a brief glimpse of Rainbow Dash hiding below in the bushes. The cyan Pegasus quickly ducked down out of sight to avoid getting spotted and she seemed to think nopony saw her. But unknown to her, Lighting Dust did and quickly gained a mischievous and somewhat evil smile on her face.

"Hey, don't worry, I'm sure she'll get over it." Dust seemingly assured him. "You just gotta give her time, but don't worry, you'll find your wing pony someday, I know it."

Toby smiled gratefully. "Thanks, LD."

Lightning smiled back, made sure Rainbow was looking then looked towards Toby again.

"Hey T, think fast," she told him.

"Huh?" Toby responded before Lightning Dust surprised him with a kiss to the cheek that made his eyes widen, as well Rainbow Dash's.

"Oh no…" she said in despair. After a single tear fell down her face her sadness quickly shifted into absolute anger. "That's IT!"

Rainbow zipped out of her cat suit and zoomed up towards the sky where she flew right in-between Lightning Dust and Toby, catching them completely by surprise.

"Whoa!" Dust exclaimed.

"What the…" Toby added.

They watched as Rainbow flew up faster and faster with both hooves forward. Energy began to crackle around her until finally…

BOOM!

A super sized shocked wave was released followed by a vibrantly-colored ring of energy that expanded from the shockwave. Shen then zoomed down, twirled around and around in the air a bit which pulled some of the rainbow energy down with her to create a sort-of rainbow swirl in the sky. She then stopped in front of the duo with a proud look on her face. Lightning had a shocked look on her face while Toby's looked especially amazed, as he had his eyes wide open, his mouth agape and a large smile on his face, kind of like the one he had when Rainbow first performed the Sonic Rainboom to him four years ago.

"That was…" Lightning Dust started.

"Awesome! No, more like amazing!" Toby exclaimed. "How'd you do that?"

Rainbow just shrugged. "What can I say? I'm just that awesome," she said before giving Lightning Dust a smug grin, which the other pegasus did not appreciate at all.

"What are you even doing here?" Lightning Dust questioned. "We're supposed to be practicing right now. We're you spying on us?"

"Yes, were you?" Toby added.

"No! I was… napping! Yeah, that's what." Rainbow Dash lied.

Toby licked his finger, held it up and felt a strong and cold breeze. "Not napping like weather…" he remarked, slowly.

"Uh… did I say nap? I meant… preparing the sky for a little clouds!" Rainbow said quickly, as she dug herself deeper.

"There wasn't supposed to be a cloudy day today…" Toby pointed out, even more confused.

"Oh let's just face it, she was spying on us!" Lightning Dust accused.

"Take that back!" Rainbow snapped.

"Make me!" Dust shot back.

Toby then pushed the two of them apart. "Stop it! Both of you!" he said.

"She started it!" They both exclaimed.

"Yeah, well I'm ending it… as usual." Toby said. "Now whatever issues you two have, save it for the race, ok?"

Both Pegasi gave each other a death glare, which lasted for quite awhile until they finally broke it.

"Fine." They said in unison.

"Thank you." Toby said, gratefully. "Now, shall we race tomorrow at noon?"

"Fine by me." Rainbow Dash stated, still glaring at Lightning Dust fiercely, which she was returning.

"Me too." Lightning Dust added. She turned to Toby. "Catch cha later, fly boy."

She gave him a wink then zipped off across the sky with her lightning like trail following her close behind.

"Well she seems nice." Toby remarked to Rainbow.

"Oh, isn't that special." Rainbow Dash muttered, very sarcastically.

"Do I detect a note of disapproval?" Toby asked, suspiciously.

"No. Not at all." Rainbow lied with a bitter tone.

"Ok, what's it is with you Rainbow!?" Toby expressed. "You've been acting like a jerk since Lightning Dust got her, you refuse to admit that she might have changed for the better and now your purposely trying to show her up!"

"Why are you pretending to care?" Rainbow shot back. "It's obvious you've chosen her…"

"Huh? What do you mean?" Toby asked, confused.

"Ugh! You just don't get it!" Rainbow Dash exclaimed, before zipping away.

"Rainbow, wait! Come back!" Toby called out, but just like that time at the lake, she was too far away to hear. "Jeez…"

"Louise!"

"Huh?" Toby asked, surprised by the voice that had suddenly popped up. He looked down and spotted Pinkie and Spike looking up at him below.

"Hey, Toby." Spike waved.

"Hi!" Pinkie waved also.

"What are you guys doing here?"

"Well… Fluttershy and Spike went out looking for Rainbow Dash but Fluttershy had to back home to take care of her critters so I came along instead, so we searched and searched and when we finally found Rainbow she was already talking to you and Lightning Dust have performing this super cool trick! We waited here until she left and you said 'Jeez' and I said 'Louise!' and then…" Pinkie started to explain very quickly until Spike stopped her.

"…Translation?" Toby questioned Spike for answers.

"We over heard your fight with Rainbow Dash." Spike stated.

"You heard all that?" Tobu inquired.

"Heard it, saw it, it was so painful I almost felt it in here." Spike said, patting his heart.

"Ooh! Me too!" Pinkie Pie added.

"So… you mind telling me what's up with here?" Toby asked.

Spike just shook his head. "Man… for someone who has like… twenty-twenty vision… you are so blind," he muttered before walking away.

Toby just raised an eyebrow at this and then noticed Pinkie staring at him with her big, innocent blue eyes.

"What?" he asked. "What are you looking at?"

Pinkie giggled in response and hopped away after Spike. Toby just scratched his head in confusion.

---

Later, the next day, many ponies were gathered, in the sky and on the ground, for Rainbow, Toby and Lightning Dust's big aerial face. RD and Toby's friends were all standing on top of a tall hill where they could see everything that was going on and observe the race from afar. Spike then took out his microphone.

"Fillies and Gentlecolts! Welcome to the event you've all been waiting for!" Spike announced. "The race between Rainbow Dash; the best flier in Cloudsdale and possibly in all of Equestria!"

Rainbow Dash smiled proudly as many ponies cheered loudly for her, especially her biggest fan and surrogate little sister Scootaloo, who was in the crowd.

Pinkie then took out the announcing. "She will be racing against former Wonderbolt Academy Student Lightning Dust…" she began, which was when everypony started booing at Lightning Dust, much to her annoyance and Toby's slightly confusion.

"And Toby Morrison; hero of Ponyville and living legend of Equestria, who kind of lives up the legend." Spike finished.

Toby bow slight as he waved to everypony cheering for him.

"Oh please…" Rainbow Dash remarked in a deadpan tone. Lightning Dust just smiled in amusement and scowled at Rainbow Dash, which she returned.

"Ok, is everypony ready?" Pinkie asked.

"Yeah!" Rainbow Dash nodded.

"You know it." Toby added.

"Let's do it!" Lightning Dust stated.

"Alright then, let the race begin!" Spike declared. Everypony cheered in response. "On your mark…"

The three of them then got into their flying positions as the prepared to take flight.

"Get set…" The little dragon continued, slowly.

As he got ready to say go Lightning Dust whispered something to Rainbow Dash, quietly enough that only she could hear it and not Toby.

"Don't forget, once I win and with you gone Toby will be all mine!" she declared.

Rainbow was then full of righteous fury after that remark. "He. Will. Not!"

"GO!" Spike yelled before Pinkie pressed a button on an air horn.

In just a nano second all three of the zoomed through the sky and created a shock wave that blew air in everypony's face and even blew some of their manes back until they were sticking up on end, including Rarity.

"How rude…" she grumbled.

All three of them zipped through the course in the sky set up for the race like beams of light making sharp and crazy turns every few seconds. They all appeared to be even and nopony was ahead of each other yet. Rainbow tried her best to get ahead of them but Lightning Dust managed to get ahead of her before she managed to catch up, Toby noticed this but did not comment.

The others watched them via binoculars.

"Wow! Their neck and neck!" Twilight commented.

"Ooh! This is so exciting!" Fluttershy added.

"It's super-duper exciting!" Pinkie added.

"It appears Lightning Dust has changed after all." Rarity remarked. "If she were her old self she would have made a very reckless move just to get ahead."

"Yeah and she hasn't, good for her." Applejack said.

"Wait… hold on… I think one of them is in the lead now!" Spike exclaimed, looking through his binoculars.

"Who is it?" Twilight asked, curiously.

"I think it's… Rainbow and Toby! They both passed Lightning Dust!" The dragon informed them. "Ooh… and she doesn't look too happy about that…"

And the scaly one was right, after Rainbow and Toby both managed to speed ahead of Lightning Dust, the pegasus behind them grew more frustrated until suddenly she stopped for a second then barreled through the two of them at top speed. This made the twin through the air until they regained composure.

Toby rubbed her shoulder. "Hey! What gives?" he remarked, sounding sore.

"Still think she's changed?" Rainbow questioned. "Keep watching."

Toby looked up ahead and saw that Lightning Dust was making super sharp turns to get ahead and in the process created sharp winds that sent multiple Pegasi flying back.

"Why that little…" Toby growled, angrily.

"See? She doesn't care who gets hurt! All she cares about is winning!" Rainbow Dash stated.

"Remind you to make an apology cake later." Toby said before suddenly porting away. He then appeared in front of Lightning Dust, much to her surprise. "Lightning Dust."

"Hey! What's the big idea! You can't use magic! That's cheating!" Lightning Dust exclaimed.

"Oh and what your doing isn't as bad?" Toby questioned. "You just slammed through me and Rainbow and you've been sending everypony here into a tail spin! Somepony could get hurt you know!"

"Yeah? So?" Lightning Dust asked, uncaring.

"So? You don't care!?" Toby growled, angry. "Haven't you heard? Winning isn't everything!"

"Yeah, it's just the only thing that matters!" Lightning Dust stated before pushing him back and flying up to a thunder cloud. "Or haven't you noticed?"

She then kicked the thunder cloud hard and sent a lightning bolt his way.

"No!" Rainbow cried as she got in front of it and shielded him, though the bolt managed to hurt her wing a bit. She cried out in pain.

"Rainbow!" Toby cried as he rushed over to her. "Jeez, are you ok?"

"Rainbow rubbed her singed wing. "Yeah… I can sing fly."

"Not for long, after I'm done your gonna be just another slowpoke. Tell me Toe, you remember this trick?" Lightning Dust asked before she started to swirl like a top, it seemed to be a trick similar to what Toby used to dispel the twisters yesterday only her top was blowing massive amounts of harsh winds in all directions that sent everypony nearby flying, including Toby and Rainbow.

Lightning Dust then stopped. "You may have gotten me kicked out of the Wonderbolts Academy but I'm gonna make sure you never join them, because if I can't… nopony can!" she exclaimed.

Toby then flew up to face her again. "Yeah? And you know what their gonna do to you when they find out what you've been doing to their star cadet?" he questioned.

"Who cares because your girlfriend's toast! And so are you!" Lightning Dust as she zoomed around him and sent him flying around and around the sky like an out of control top.

"Toby!" Everypony below cried out in panic.

Toby soon stopped spinning but found it hard to fly due to him being so dizzy, he rubbed his sore head as he struggled to stay in the air, then Rainbow Dash appeared below him.

"Eyes down ways, slick!" Rainbow Dash called out.

"Hi-ho freaking, Rainbow Dash!" Toby yelled with a smile as he folded up his wings and leapt down onto her back, making her grunt a bit.

"Man… you've gotten heavy." Rainbow remarked.

"Hey, I muscled up a bit, so I will take that as a compliment!" Toby stated. "Now what?"

"Now I handle her, this is my business to deal with!" Rainbow Dash declared before zipping back down to the ground, dropping off Toby and flying up again. She then spoke with ice cold fury as she looked towards LD. "No offence… but this is just between us girls!"

The cyan Pegasus zoomed back towards the sky to deal with Lightning Dust, much to Toby's dismay.

"Hey! You can't just leave me here!" Toby shouted.

"Actually… it turns out she can." Spike pointed out. Toby gave him an angry glare which shut him up.

"Don't worry Toe, our girl can handle herself." Applejack assured her as they watched Rainbow fly after her.

Lighting Dust sees this and prepares to leave but Rainbow intercepts.

"Hello, Dust," she said while folding her forearms.

"Aw, why so grumpy Rainbow?" Lighting Dust asked, mockingly. "Still mad that I try to take Toby away from you, you know like how you took away my spot on the Wonderbolts from me?"

"You're the one who tried to kill me and Toby during that race!" Rainbow shot back.

"Oh… well… yeah. So?" Lightning Dash questioned, smugly.

Rainbow then leaned toward Lightning Dust to look her in the eye. "Listen up missy, you are going to apologize right now and hand yourself over to the Wonderbolts!" he stated firmly.

Dust then leaned right back. "Yeah? You gonna make me?" she challenge.

"Glad you asked!" Rainbow Dash growled as she tried to grab her even more ego centric counterpart but was quickly knocked back down after LD hit her on her injured wing.

"I always was a better flyer then you." Lightning Dust admitted with a proud smirk.

"Not today." Rainbow Dash corrected, after she regained her composure and flew after Dust.

The two Pegasi then flew all over the sky, both of their unique trails appearing side by side with each other or just behind each other as the two of them exchanged blows and kicks with their hooves while they flew throughout the sky. They both then lifted off at full speed and resume their brawl, which went on at such a high altitude that they were visible as only a pair of bright streaks in the sky that collided into each other every few seconds.

Eventually, Lightning Dust made a sharp turn, flew straight for Rainbow and after a slight aim correction, hit home in the gut, driving her into ground. Dust emitted from up from the dusty earth as Rainbow Dash weakly stood back up-and then it clears to show LD standing on one of her own, completely unhurt. She laughed a bit.

"Nice move, Rainbow Crash!" Lightning Dust remarked, sarcastically.

"You know… I am really getting sick of that nickname!" Rainbow Dash growled, annoyed.

"That makes two of us." Toby said, as he suddenly appeared and lowered himself down in-between the two. "I'll take it from here?"

"Ha! You think you can beat me? You?" Lightning Dust questioned before zooming forward and head butted him in the gut, knocking him back. Rainbow helped keep him up. "I trounced you in the race and I'll trounce you again! And when I'm done with you, I'll finally get my revenge on Rainbow Dash for getting me kicked out!"

"Jeez, how many friends of yours have turned evil anyway?" Toby questioned Rainbow Dash.

"At this point, I haven't got a clue…" Rainbow admitted.

Toby turned to LD. "And secondly, you haven't beaten me yet!" he stated as he zoomed over and shoulder slammed Lightning Dust back a bit.

"Ok then… Take this!" Lightning Dust declared as she tried to zoom towards him again only for Toby to stop her using his magic before twirling himself and her around and around until he sent her flying into the air. She spun around a bit before she finally stopped in mid air.

"Next!" The human called out.

"Oh yeah? Let's see ya handle this, Morrison!" Lightning Dust exclaimed as she flew around and around at supersonic speed. She eventually created a giant twister that was heading straight for Toby and the girls.

"Twister!" Applejack hollered.

"Hang on!" Twilight Sparkle cried as everypony ducked down and tried to hold onto something as the twister's harsh winds blew all around them all.

Toby just flew up to face the twister. "Wow… air… very scary," he remarked, dryly.

"Oh it won't scare you… just destroy you!" Lightning Dust declared.

"With just a twister? Ha!" Toby scoffed. "Watch this!"

Toby then began to spin like a top once more only faster and more intense. Eventually he created a red and blue twister that matched the twister that Lightning Dust created in size and velocity. The girls and Spike watched amazed as Toby's twister, which he was still spinning inside of, collided with Lightning Dust. Both of the twisters then began to grind against each other as they struggled to overpower the other. The winds being emitted pulsated from the two twisters was intense and was blowing against everypony's manes or spines in the case of Spike, so much so that they had to shield their faces from the winds.

"Come on, Toe…" Rainbow muttered.

Fairly soon after a very long moment of struggling Toby's twister managed to consume Lightning Dust's and after spreading his wings and making them still Toby let out a long battle cry and the twister dissipated.

"No way! He beat my twister!" Lightning Dust exclaimed. "That's… impossible!"

"Haven't you heard? 'Impossible' is this guy's speciality!" Rainbow smirked.

"Dust, this is idiotic! Stop this now before somepony gets really hurt." Toby urged her. "You can still come back from this you know."

"Man, you are so naïve, Morrison." Lightning Dust remarked. "You see the good in everypony even when it's not there! Your living a fantasy! This is the real world and you need to wake up!"

"And you have a headache!" Toby countered.

"What?" Dusk asked, confused.

Toby then quickly flew in a straight line, spun sideways toward Lightning Dust then slowed enough so that he was able to elbow in the jaw before flying back and slamming into her where he began to push her away.

"School's out LD!" Toby declared as he grabbed her still wings. "So consider yourself expelled!"

Toby pulled her back then tossed her forward where she went flying out of control in the sky before Toby did another twirling punch that knocked her back again. He then somersaulted through the air till he was directly over her, at that moment he axe kicked her in the head that sent her plummeting to the ground only to the be caught in a giant butterfly net that closed up upon her entering it.

Toby, Dust, and the others looked and saw that it was Soarin and Fleetfoot, members of the Wonderbolts, holding the giant net with their leader Spitfire flying directly in front of her.

"Whoa! The Wonderbolts!" Rainbow exclaimed, happily.

"About time." Toby remarked.

"Lightning Dust, by the authority of the Wonderbolts, your coming with us." Spitfire told her.

"No! You can't do this to me!" Lightning Dust cried.

"Actually… we kinda can." Soarin said.

"That's right." Fleetfoot nodded. She turned to Rainbow, Toby and the others. "We'll be seeing you guys later."

All of them then began to fly off with a still struggling Lightning Dust.

"Bye, Lightning Dust!" Pinkie waved.

"See ya never!" Toby added.

"Yeah, and next time… stay away from me and Toby, ya hear!?" Rainbow Dash called out.

"Next time? Next time I won't go easy on you, Rainbow Dash!" Lightning Dust shouted back. "I will get out, and I will get even! With you and Toby Morrison! That's a promise!"

Said duo watch her go worriedly before she vanished from sight. The two of them then faced each other looking relieved.

"Hey… thanks for saving me by the way." Rainbow Dash said, rubbing the back of her head with a small smile.

"No problem, I'm just glad you weren't hurt." Toby confessed. "Plus that's what we heroes do; rescue damsel's in distress."

"I was not a damsel in distress!" Rainbow protested.

"Well you were in distress and you are a damsel… sort of. So…" Toby began.

"Ugh! You are such a dummy head!" Dash proclaimed, annoyed.

"I know you are, but what am I?" Toby countered with a smug grin, which Rainbow growl at him frustrated.

"Jeez, would you two knock it off!? You sound like an old married couple!" Spike exclaimed, looking a bit fed up with their constant bickering.

His comment made the two stare at each other shocked and effectively shut the two of them up. Everypony else quickly noticed the awkwardness between them and became uncomfortable themselves.

"Awkward!" Pinkie piped up in a sing-song voice. Everypony, including Toby and Rainbow gave her a sharp and annoyed glare that made her smile nervously before sinking down out of sight.

---

Later Rainbow Dash was sitting at the edge of a grassy cliff with a tree behind her. She bathed in light and lost in thought, and looked out over the horizon where the town of Ponyville could be seen as the wind blew through her mane. Then she noticed Toby coming over.

"Hey. How are you doing?" he asked as he sat down next to her

"I'm okay," she replied with a shrug, but then sighed. "But honestly… I'm kinda bummed out for Lightning Dust to turn out the way she has."

"Me too… I really though she changed." Toby confessed. "Man… she played me like a total chump!"

"It's ok Toe, she knew you were a good person and took advantage of your sappy sympathetic nature." Rainbow Dash assured him. "Like Fluttershy says, there's no shame in being kind. Though I myself have never resorted to being nice."

"And what about you?" he asked. "You seemed bummed about something other than Dust. Am I right?"

"Yeah, I'm just glad things were cleared up with the Wonderbolts," she admitted, and then grumbled, "Before I got replaced by her that is."

"Replaced?" Toby echoed.

"Yeah… it was why I was so… jealous." The Pegasus admitted.

"What are you talking about?" Toby asked, confused.

"Well, you... you were having so much fun with her, and then she said…" Rainbow began.

"Look. Lightning Dust was… interesting, but she could never take your place." Toby assured her, before smiling. "No pony could ever take your place."

Rainbow's answering smile showed that she had heard him loud and clear.

"Sorry I was such a jerk to you before…" Toby said. "Lightning Dust really did have be blinded into think you were the problem, so…"

"Ah, no need to apologize." Rainbow Dash shrugged. "Like you said; we're both kind of jerks, that's why we get along."

Toby's touched looking smile indicates that he heard that her loud and clear as well.

"How about next time if one of us is having a problem we'd be honest about it?" Toby offered.

"Sure, why not?" Rainbow shrugged. "Besides, you're a terrible liar anyway."

"I'm incredible singer though, eh, you win some, you lose some, whatever." Toby shrugged.

"Yeah…" Rainbow Dash mused.

The two continued to watch the sun come up, their long shadows stretching back across the grass and Rainbow even rested her head on his shoulder which surprised him but he didn't seem to mind… at all.