Dj Storm- Glad you liked it. I really hope I got Rock Star's personality right.

RosaSilvermist- Yeah, I tried to make him sound shy but subtle. Well, I would have if Spring Song hadn't butted it there. Also, I really really like your avatar!

Litestardt- Yes, Rock Star is Soarin's biological little sister.

YoungBlood23- Whoa! I had no idea I was that good! Thanks. ^^

The Super Saiyan 3- Well, I hope I continue to amaze you. I can't promise that this won't stop being interesting, but hopefully it will be 'okay' until the very end. And I won't lie, I actually felt a little guilty when Spring Song got busted, but she had it coming, anyway.

Guest- Llamas are awesome! I've always wanted to hug one just to see how soft and fuzzy they are!

Sparkling-nexis137- Best chapter yet, eh? There is pride oozing up inside me right now and it's about to overflow!

Luna'snight625- Spring Song should have known they'd get caught. She's probably learned her lesson: No good can come from putting Paradise on guard… and inviting your arch-nemesis. Nothing!

Tycser- I can fix it! …Just wanted to use a quote from my favourite movie. ^^

Okay, so this chapter is a little shorter than the other ones, but hopefully the insane amount of sweetness makes up for it. In the words of Agnes from Despicable Me: IT'S SO FLUFFY!

And yes, this chapters title is inspired by Just A Cloud Away by Pharrell Williams.

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Soarin grumbled as the pouring rain cascaded down from the clouds above him, soddening his feathers and trickling into his eyes. Blinking away the raindrops he flopped his forehooves over the edge of the cloud he was laying on and stared straight ahead, squinting to see anything through the thick sheet of rain. Thunder boomed over his head and a fantastic streak of lightning briefly illuminated the sky, highlighting the training grounds below him before it was plunged into darkness once again. He folded his front hooves over his head, knowing that there was no way he was going to find any comfort outside in this storm. He was too busy worrying about Rainbow Dash to care about the rain anyway.

After she'd flown away he'd followed her immediately, not sure if Spitfire, Fleetfoot and the others had even noticed him leaving. After the air show that evening, Fast Clip and Whiplash had called them back to the Academy, Fast Clip ranting about how the building was haunted or something. The elite three Wonderbolts had returned to the Academy and had been alerted to the crazy party by loud laugher. Soarin had definitely not expected to see Rainbow Dash in there, let alone covered with cake. She'd looked absolutely mortified when they burst into the room unannounced, and he could only imagine how embarrassed she felt, being surrounded by her peers while looking like a walking dessert with wings and a tail.

As said before, he followed her right away, but when he got outside she was nowhere to be found. He'd looked all over the training grounds, the Mess Hall, the kitchen, checked her dorm room, but Lullaby had said that she hadn't seen Rainbow Dash in hours. He'd even resorted to looking in the storm cloud cluster, but she wasn't there either. He'd looked on top of the Academy, all around it, even the area outside the Academy, but she seemed to have vanished into thin air.

He felt like a failure. He had promised himself that he would do whatever it took to make sure that Rainbow Dash was always happy. He had told himself over and over again that he would never let anypony hurt her… but he'd failed. She was upset, somewhere in Cloudsdale, and she probably thought he was mad at her. He wasn't mad at all; he had told her that he could never be angry at her after all. Okay, maybe he was a little disappointed in her but not mad. Never mad. He understood why she had been asking him all those questions, now. She had been afraid of him being mad at her if she got caught at the party. How could he have just overlooked that? He'd had a suspicion that something was going on but just circled around it. Was that the right thing to do? He wasn't sure now.

Soarin felt a sharp shard of pain pierce his heart at the thought of Rainbow Dash being upset. Soarin never ever cried, well, okay there was one time when he watched a sad series finale, but he definitely felt tears stinging his eyes now. He hadn't ever wanted Rainbow Dash to feel alone, miserable and above all he never wanted her to think that he hated her. But now she was obviously all three of those, and he couldn't be there to comfort her or tell her that he still liked her more than any pony in the world because he couldn't find her.

He wasn't sure what he was feeling now. A few of the emotions he considered were sad, heartbroken, useless and awful, but finally he settled on frustrated. He was frustrated with himself for being so clueless to all of this, frustrated with Rainbow Dash for disappearing on him, frustrated with this rain for messing up his mane… but that's not important now.

The tears threatened to leak out but he pushed them back in, thinking that crying wouldn't make a difference right now. Besides, his tears would just get lost amongst the raindrops slinking down his cheeks. This cloud was getting pretty soggy, too, but he just couldn't grasp hold of the will to care anymore. He just wished that he could step out of his body for a moment and yell down at the Soarin who'd messed up. 'You idiot! You should have known better, Soarin, the evidence was as clear as day and you still didn't see it all coming. Now she's hurt and there's nothing you can do about it. You're a terrible mentor, Soarin, and a terrible friend!'

He had failed.

He stuck his muzzle over the side of the cloud and looked straight down, feeling empty inside. Another thunderclap sounded over his head but he didn't even flinch. He had more to worry about than the weather at the moment. He had no idea how long he lay there, but he must have fallen asleep at some point, because out of the blue he was suddenly aware of hoofsteps approaching from behind him. He just looked down again and hoped that whoever it was would just see that he wanted to be alone and go away, but the pony just sat down beside him. Still, he didn't look up, not until he heard who it was anyway.

"Soarin?" was all the pony said. Soarin's ears pricked up right away and he lifted his head up to look into the ever so slightly bloodshot magenta eyes of Rainbow Dash. "You okay?" She tucked her legs underneath her body (which was no longer covered in frosting) and placed her head down on the damp cloud, staring right ahead.

"What do you mean 'am I okay?' I should be the one asking if you're okay?" he retorted, startled to find that he'd raised his voice a little. That was the last thing he needed to do right now. Rainbow refused to look at him.

"I'm fine… I just wanted to be alone for a little while," she replied meekly. Soarin found it unbearable to look at her right now, mostly because he couldn't stand seeing her so wrecked up like this.

"Where did you go?" Soarin asked out of curiosity. He was fairly certain that there was nowhere that he hadn't looked in the Academy. Rainbow sniffled and wiped her nose.

"I just flew around Cloudsdale… stopped outside the old Junior Speedsters Flight Camp for a while… then came back here. Why are you out here, anyway?" Soarin could feel her eyes boring into the side of his head, but he knew that if he looked at her he'd choke up.

"Looking for you, of course," he rubbed some more rainwater from his eyes. Was it just him or had the rain picked up a little? He heard Rainbow Dash gulp beside him. Great, she probably thought she was in trouble or something.

"How come?" she didn't even move a muscle, probably tensed up to fly away in case he said something she didn't like the sound of. Not that he blamed her. Back when he was in the Academy if he thought he was in trouble with a senior Wonderbolt he'd be especially shifty, too.

"So I could make sure you were alright, what else? Wouldn't you want to check up on your personal cadet if you walked in on her covered in cake frosting?" he swiftly glanced up at her, letting out a snort of laughter.

"What's so funny?" Rainbow folded her arms and sneered down at him. Soarin tried to keep a straight face but the thought of Rainbow covered in cake was too much for him.

"Come on, Dash, it was a little funny," she didn't look like she agreed with him at all. Soarin decided to try and lighten the mood. "Fine, if it helps imagine me covered in sugary stuff," he invited. Rainbow Dash just sat there sternly for a while before the corners of her mouth poked up and she sniggered, until she was howling with laughter loud enough to be heard over another crash of thunder.

"Okay, it's pretty hilarious," she admitted after she'd got the last of the giggles out of her system. Soarin was relieved to see her smiling again; this was the Rainbow Dash he knew and loved: the one who grinned even when the going got tough. Rainbow scooted a little closer to Soarin and dangled her front hooves off the edge of the cloud and hummed silently to herself.

Soarin, not being able to help himself, draped his wing across her back, stroking it up and down her spine to try and comfort her, though she said nothing to alert him to whether or not this was having any effect on her, positive or negative. However, Soarin didn't need any audible answer because Rainbow Dash leaned her head against his shoulder, nuzzling it softly and snivelling.

Soarin felt his face grow warmer despite the freezing cold rain smacking against his cheeks. He was growing number in the cold, but he couldn't care less at that moment. The two of them were silent for a few minutes, just listening to the storm as it crashed and clapped above their heads and enjoying each other's company. Then Rainbow Dash blurted out:

"Why do all the cadets hate me?"

Soarin was shocked beyond words at her. How could she, Rainbow 'Danger' Dash, possibly believe that all the other cadets didn't like her? They all adored her… well, most of them did anyway. Soarin had heard enough from Lullaby and Cinder to know that they thought Rainbow Dash was incredible. And they sure weren't lying.

"Dashie, aren't you aware of how much you inspire these cadets. I mean, just the other day I heard a couple of them talking about how well you did in that synchronized flight drill. They sounded pretty impressed if I do say so myself," he tried to cheer her up. "How could you even consider that all of them would dislike you even in the smallest possible way?"

Rainbow sighed and buried her face in the cloud, probably sniffing up some of the water that it had soaked up, not that she reacted. Soarin noticed her body trembling and he came to the conclusion that she was sobbing a little. He wrapped his wing tighter around her and shifted closer to her, wanting her to be 120% sure that she could say anything to him. She slowly lifted her head up from the cloud, though she never stopped staring down at it, as if she were looking at something that only she could see.

"Back at Flight Camp I… well… the other fillies and colts used to make fun of me. They used to tease me because of my wings and my flying and call me 'Rainbow Crash', and I hated it," she recalled, her voice shaking as if it was painful for her. "This one guy, Dumb-Bell, he was the worst. He used to beat me up when none of the adults were looking and he and his friends even tried to cut my mane off once…" she looked off to the side, obviously not wanting Soarin to see her in this state. "They… they all hated me and I never did anything to them… and when I told somepony about it they wouldn't believe me because Dumb-Bell and the others acted so nice around everyone else," she let out another sob. "So, I got myself to toughen up and I fought back, but I… I never wanted anypony to hate me ever again, b-but now I guess it was no use," she face planted the cloud again and get whimpering.

"Oh, Rainbow Dash," Soarin sniffled a little himself, reaching out and pulling her closer to him, resting his head on top of hers, and stroking her back gently with a wing.

"And… they'd always gang up on me and say that I was worthless and would never be a great flyer. I've never forgot how much that ate me up inside and now it's happening all over again," she croaked, her eyes clouded and distant. Soarin leaned away from her and put on hoof under her chin, lifting her head up so he could gaze directly at her. She didn't even protest as he forced her to look at him.

"Rainbow Dash, I want you to listen to me okay. Are you listening?" he asked her as seriously as he could manage. Rainbow sniffed again and nodded once in response. "I just want you to understand that I never want you to hurt like that again. No matter what you do I will always be your friend. You could be the worst flyer in Equestria and beyond and I'd still think you were number one, because I care about you more than I've cared about anypony in a long time. And if it came to it I would crawl across the whole world with every bone in my body broken to make you happy. Got it?" he stroked her cheek with one hoof, wiping away her tears. Rainbow Dash just teared up again at this, though he wasn't certain what emotions she was feeling at the time. She huddled closer to him and Soarin felt his entire body warm up, though whether this was because he was sharing body heat with another pony in the pouring rain or because he had a bad case of the blushes he didn't know.

For quite some time after, Soarin considered what he could say next. Rainbow Dash definitely wasn't going to break the silence, not that there was any silence due to the constant drumming of the rain against his skull and the booming of the thunder as it lit up the sky like a huge flickering candle. He did have one thing that could help her out, but he wasn't comfortable telling ponies about this. Well, for Rainbow Dash, he'd do anything, so he could handle it.

"When I was in the Academy I had some tough times with a bully, too," he admitted, feeling a little ashamed to be sharing this with somepony. Rainbow Dash's ears perked and her eyes shot open. She looked up at him, bewildered.

"You were bullied?" she asked, not believing him in the slightest. Soarin nodded and grumbled, not finding the memories he was getting pleasant.

"Yeah, my lead pony, Paladin, used to push me around and treat me more like a slave than a wing pony. But since it was the rules for me to obey the lead pony at all times, I didn't have a choice," he suddenly smiled so wide that his face practically glowed. "But when we graduated from the Academy, Captain Concorde told me that doing all of the crummy things that Paladin told me to do showed integrity and loyalty and that's one of the main qualities of a Wonderbolt. Paladin was such a huge jerk that he didn't graduate, and the look on his face is probably the greatest thing I've seen in my whole life: the look on the face of a bully who got what was coming to him."

Rainbow Dash let out a tiny giggle. "I hope Spring Song has that look on her face someday," she thought out loud, a satisfied expression spreading across her features. Soarin hoped that the pink cadet would have the same fate, too.

"Yeah… but I remember that when I was even younger I was kinda like Spring Song," he told Rainbow, whose jaw dropped.

"Huh? Wha- but… but you're so nice, Soarin. You're not like Spring Song at all," she looked like Soarin had just told her he was pregnant or something. Soarin let out a snicker at the face she was currently making.

"It's true. Back when I lived in Fillydelphia, I mixed in with the wrong crowd. I got bumped from school to school 'cause I was that much of a rebel," he tried not to sound like he was bragging when he said the 'rebel' part. "My best friend was kinda like Spring Song… only he was about ten times worse. Yeah, my future didn't look bright at all," he sighed.

"What made you change?" Rainbow asked, her eyes glowing with interest at hearing about how her idol went from a zero to a hero. Soarin chuckled.

"Braeburn. One of my teachers assigned me to him for some kind of 'peer assistance' thingy. At first I hated it and him but then he brought out the good guy in me and I finally had a friend who liked me even though I wasn't one of the tough bad-boys. If it wasn't for Braeburn, I never would have made it through school and into the Academy. I owe him a lot, and I'm so grateful to have met him 'cause for all I know, without him I could have ended up in jail," he smiled. Rainbow smirked and twined her tail with Soarin's.

"Well, I'm grateful that you met him, too, 'cause you're one of the most amazing ponies I've ever met… even if you are a bit of a dunderhead," she giggled, giving him a playful shove. Soarin snorted with laughter and shoved her back, resulting in a push fight between the pair of pegasi. After a while, and several tumbles off the cloud, they stopped shoving each other and just lay side by side, both grinning despite the grimness of the situation. Soarin put his wing over her once again and nuzzled her cheek.

"I don't want you to go through what I went through with Paladin, so if anything happens, or you feel threatened or are even the tiniest bit suspicious of Spring Song, you can come straight to me. It's not fun at all, so please just remember that I'm always there for you," he smiled down at her ardently.

"I know," was all Rainbow Dash said as she pushed some strands of her soaked mane out of her eyes. Soarin sunk lower into the cloud, feeling peaceful again after the party fiasco.

"Dashie, ya know that out of all the ponies I could have chosen to mentor, I thank Celestia every single day that I chose you," he blushed. Rainbow Dash turned her head to smile down at him.

"I'm glad you chose me, too… ya big mook," she teased him. Soarin was about to scold her for calling him names again, but he was silenced by the rainbow maned mare reaching down and gently kissing his cheek, leaving it tingling. He chuckled goofily and turned redder than a tomato as Rainbow Dash nestled down next to him and folded her own wing over his back, letting out a content sigh as she rested her head against the soft, fluffy cloud.

And as the two of them lay there together, the clouds over their heads parted, the rain began to slow, and the first fireflies of spring danced their ancient dance as dreams found those within the Academy and those above.