Authors Note: And we've hit 30+ favourites! Thank you to everyone who has stuck with this story so far! Cyberhugs all round!

RosaSilvermist- I don't know if Paradise could have chosen a worse mare to fancy. Ooh, and Surprise wants to talk to you:

Surprise: Hi, Rosa! I managed to get some of those SpitBurn T-shirts for you! I also have SpitBurn backpacks, SpitBurn lunchboxes, SpitBurn notebooks, SpitBurn pencils, SpitBurn yoga mats, SpitBurn slippers, SpitBurn leg warmers, SpitBurn- GAH! Gotta go, I think Spitfire's coming!

YoungBlood23- Was it really that obvious… yeah, I guess it was. ^^

Luna'snight625- Soon, my dear reader. Very soon.

Dj Storm- More SoarinDash in this chapter, my friend, lots of it!

Litestardt- Yes, she is my OC, but she's also a bitchy villainess, so still bad taste on Paradise's part. And I know how terrible it is when a phone breaks, and I'm sure if Rainbow Dash could she'd buy another one for you… right, Dashie?

MidnightBlaze16- It is actually pretty sweet I guess… aaaawwww, yeah, now I'm imagining Paradise hugging Spring Song really, really tightly. Okay, I have to go draw that! :D And I think Tanks for the Memories is one of the best Rainbow Dash episodes to date.

Sparkling-nexis137- I didn't mean it to be a sad chapter but looking at it now I guess there is a bunch of depressing stuff in there. Yeah, racism one of my least favourite things about the world (if not my overall least favourite thing… besides war, of course) and I figured that there had to be some racial discrimination in Equestria. As much as I hated to add that in I thought it would be another thing that makes the human and pony worlds alike. Not everything can be sunshine and rainbows, after all. Earth ponies do tend to be perceived as boring and plain, a fact prove by looking at the number of pegasus and unicorn ponysona's around the internet, and a very low number of earth ponies. Then again if I could be a pony, I'd be an earth pony so they have my support. And Paradise is probably doomed right now. I mean, she's one of those optimistic ponies that can see good in everyone and now that's gonna be her weakness. I've gotta admit, the idea of Paradise getting in a relationship with Sugar Swoop or Ray sounds pretty intriguing. Hmm… well let's see how this goes.

The Super Saiyan 3- Interesting and great, two of my favourite adjectives! Thanks for reading… or, courtesy of the new episode, should I say Tanks for reading?

TheMouseOfAwesomeness- Oh my gosh! Another mouse! It makes me so happy that you reviewed; especially if you don't do it often, and I had no idea people would like my style so much! Thank you, thank you, thank you! And your username is epic! Also, I think Paradise creeps everyone out.

Tycser- Yeah, I guess you're right. Kinda like with how the slice of life episodes in the TV show work out really well. As for Soarin's voice in the series I agree with you 120%. I've honestly never liked his voice on the show, (no offense to Matt Hill, who is awesome on Ed, Edd and Eddy!) Every writer hears a voice in their head when they write- not in the weird 'I'm going insane' kind of way- they hear the voice of the character they're writing. I hear a completely different voice for Soarin when I write him and, in short, I really don't like Soarin's show voice. Anyway, thanks for reading! You're awesome!

---

They say that time flies when you're having fun. This statement is both true and literal for Rainbow Dash. For a few weeks, time went by pretty darn fast, the still slightly chilly month of April edging by day by day until it slipped away for another year and let May take its place. It was slowly growing warmer, the pegasi at the Weather Factory had less cloud making to do because of the joyful days of clear skies and morning dew, and Celestia was blessing the ponies across Equestria with her glorious sun for a longer and longer period as each day passed.

Rainbow Dash had made several trips to Ponyville to see her friends and hang out with Scootaloo, and had once even taken Lullaby with her. Her friends had treated Lullaby like one of their own at first glance (except maybe Pinkie Pie, who kept a close eye on her to 'see what she was worth'). Rainbow Dash had managed to see firsthoof just how good Lullaby was with foals when Scootaloo, Apple Bloom and Sweetie Belle had come to Twilight Sparkle's castle to explore it some more since they were trying to get their cutie marks in 'Castle Tourism', whatever that was. Lullaby had agreed to let them take her around the castle and, several times, had ruffled their manes and told them how cute they all were.

As for Rainbow's Academy life, it actually went pretty smoothly for a short while. Drills went on as planned and the only thing wrong with them was that awful bugle call first thing in the morning. Even Spring Song was going easy on Rainbow Dash, and the worst thing she did since the gum incident was insult Rainbow's mane, and it sure took more than that to get to the great Rainbow Dash!

The one thing that Rainbow Dash was struggling with were these odd… Rainbow couldn't bring herself to call them 'feelings', so she settled on calling them (Lullaby's suggestion) thingamabob's, for Soarin. She had started discussing them with Lullaby the previous week after waking up at three in morning after having a dream that she went on a date with Soarin. At first she viewed the thing as a nightmare and practically ordered Lullaby to work her anti-bad dream magic on her, but Lullaby had said that it didn't count as a bad dream. Rainbow had tried to convince her otherwise, but her purple roommate wouldn't stand for it. That just wasn't fair right? She comforted Spring Song whenever she had a nightmare but she couldn't do the same for her own roomie? Shameful!

And two weeks back, Rainbow Dash had gotten the worst case of the blushes ever when Soarin had hugged her after she successfully pulled of a double Soar-Spin. Her mind had gone all over the place.

"Oh my Celestia… he's hugging me… why is he hugging me… can't move… scared!" she had thought frantically, stiffening up and biting her lip, not being able to process her thoughts.

She had experienced a similar thing a few days ago when Soarin took her for a cloud ride. While they were zooming through the sky Rainbow had let her mind wander… again.

"Seriously, I'm reading waaaaay too much into this… I mean Soarin liking me?" she had silently scoffed at herself. "Soarin is an awesome friend, and there is nothing else to it. Now shut up and enjoy the ride!" she had dismissed the thought after that. In fact the thought had amused her so much that she chuckled a little. Soarin had cleared his throat to get her attention.

"What's so funny?" he asked her, giving her his usual goofy smile. Rainbow just shrugged and shook her head.

"Nothing," she replied casually.

"It would never happen. And even if he did like me, so what, right?" she thought to herself. For the rest of the day she had ignored the thoughts and thingamabob's and carried on with life as usual, even hanging out with Blaze and High Winds for a little while after to get her mind off things.

But those weren't the only times she'd had those thoughts. One time when Lullaby had invited Cinder to hang out in their room she'd started writing her letter to her friends and had completely zoned out from reality, beginning to scribble random squiggly lines on the parchment.

"There is absolutely no reason to let these stupid thingamabob's get in the way of our friendship… ugh, but I'd wanna know about it! Does he like me… maybe I could ask him…?"

"NO!" Rainbow had suddenly exclaimed out loud, spraying ink across her page. Lullaby and Cinder had stared at her awkwardly.

"Okay, if you didn't want me to give Cinder some of our candy you could have been a little gentler," Lullaby told her roommate.

But she had even been thinking about it in drills, and things had gotten a little out of hoof one time during a formation lesson when the cadets had been practicing switching positions. She had meant to switch places with Sugar Swoop at the back left of their arrow formation but had drifted away from the world.

"What if he has a crush on me but doesn't know about it… can that happen?"

"DASH, LOOK OUT!"

Rainbow had turned her head just in time to see Sugar Swoop crash into her. The two had tumbled out of the sky and landed in a heap beside the Dizzitron. After a quick trip to the nurse, and no injuries (thank Celestia) they had gone back to drills and Rainbow had quietly performed every other task with ease.

Then just a couple of days ago, when she and Soarin had come in from training, he had hugged her and nuzzled her forehead and she'd almost completely lost all connection with Equestria.

"What if he does know and is just waiting for the right time to say…what would it be like if… if I said I liked him, too?" she'd thought as he'd released her from the hug.

"Catch ya tomorrow, Dashie," he'd waved at her as he went out the double doors to go home. Rainbow had waved back, smiling as if nothing was wrong.

"Yeah, see ya," she'd called after him as the doors closed.

"I mean, it wouldn't be all that bad, would it?"

"Dashie and Soarin sittin' in a tree!" somepony had started singing. Jumping, Rainbow Dash spun round to face the speaker. Butternut and Stains were standing in the mess hall doorway, Butternut giggling and Stains rolling her eyes.

"Seriously, Butter? Why is it you can't see two ponies together without assuming something's going on?" Stains mumbled. Rainbow Dash had managed to slip out the door and sneak around the other way to her room as Butternut broke into a long rant about her and Soarin.

---

"You okay there, Dashie?" Soarin asked the cyan mare as she came in with the other cadets. Rainbow let out a noise that was halfway between a groan and a sigh. The training session had been terrible! No, the drill itself had been pretty fun since the cadets had been racing eachother, but Rainbow Dash could barely focus! She was being plagued by these thingamabobs and it was really taking its toll on her performance. Lullaby had obviously noticed and had spoken to her about it several times. Rainbow had just told her everything was fine and repeated that until Lullaby gave up trying to sway her.

"Yeah, I just didn't do as well as I'd hoped," she lied, hanging her head. She noticed Butternut looking over at them and nudging Free Fall. Thankfully the other cadets were way too busy getting snacks to pay attention to her. Soarin, being the kind-hearted stallion he was, decided to cheer Rainbow Dash up.

"Well, ya know what you need- a little fun. How about we go and train early? And you can learn whatever you want," he offered her. Rainbow felt a pang in her chest that made her both happy and angry (mostly at herself) at the same time. Why did he have to be so stinkin' nice?

"Um… Soarin, I don't really feel like training today," she replied. She felt like a huge jerk and the moment the words left her mouth she regretted it. Soarin looked her up and down, his green eyes filled with concern.

"Wow, this isn't like you, Dashie. Do you have a fever or something?" he put a hoof against her forehead but Rainbow quickly pulled away.

"No! It's just that I'm not feeling it today. I just wanna go lie down for a little while," she turned away. Soarin called after her.

"You sure you're okay?" he double-checked. Rainbow hated lying to him. She felt fine and she'd love to go training with him, but she was more focused on getting her thingamabob's in order.

"Yeah, I'm fine, Soarin, really I am. I just don't feel up to it. Maybe tomorrow," she repeated. Soarin still didn't look convinced.

"If you say so," he started to head to the kitchen. Rainbow couldn't help but notice that he looked a little disappointed. Holy Celestia, she needed to stop noticing things, if she noticed anything else she swore to the sun itself that she'd dig a hole, crawl into it and die! "If you change your mind you can always come and find me," he added before facing away from her and heading off again. Rainbow Dash stood and watched him until he disappeared through the kitchen door. Shaking her head at herself, she turned tail and left the mess hall. She didn't feel like eating right now. Usually after drills she'd be more than happy to help herself to a fritter or two, but now the thought of food made her feel sick.

All the while as she walked back to her and Lullaby's room she kept her head low, her wings hanging limp and her tail dragging on the floor behind her. Okay, this didn't make any sense. One moment she was happy, the next she was distracted, then she was depressed… this wasn't normal, right? She was Rainbow Dash, and she did not get sad. Life was an adventure made just for her, and she usually enjoyed every minute, awaiting the next thrill that this journey called life would throw at her. But now her adventure had taken her down the road to confusion and sadness. Where did she take the wrong turn? Oh, how she wished she could go back to that fork in the road and figure out what happened, or at least that she could read the sign and see where the path would lead her. Ugh! Great, now she was coming up with road metaphors! This was just getting ridiculous!

She pushed the door to her dorm room open and stepped in; focusing on her senses more than she usually did. She had never really noticed how soft the blue carpet felt under her hooves… and had the walls always been purple?

Stop noticing things!

Grimacing, Rainbow Dash closed the door behind her and traipsed over to her bed. She flopped onto it front ways and buried her face in the sheets. Her breathing was muffled and the covers clogged her nose a little but by now she couldn't care less about it.

What to do… what to do…

Rainbow Dash was in a pretty difficult situation at that time. She'd never ever had to deal with anything like this before and to get this thrust upon her shoulders while she was a cloud away from her friends just made matters worse. If she were as smart as Twilight she could probably come up with some way to resolve this little problem of hers. If she was as carefree as Pinkie Pie she could just look past all of this as if the thingamabobs didn't exist. If she was an expert in this category like Rarity, then she'd already know what to do. She couldn't think of a way that Fluttershy or Applejack could be of any use in this kind of thing since Flutters was way too shy and Applejack… well Applejack just wasn't a relationship kinda gal. But neither was Rainbow Dash! Ugh! Why oh why couldn't she resolve this herself?!

What to do…

Rainbow lifted her face from the bed and stared ahead determinedly at the wall. She was Rainbow Dash and she didn't let things like this bother her. She'd had enough of being distracted, and she had an idea. She knew exactly how to get all of this off her chest, so she rolled up her metaphorical sleeves…

…and started reading Daring Do and the Search for the Golden Key.

She must have read for at least an hour before the door opened up, signalling the return of her roommate.

"There you are!" Lullaby said as she closed the door. "Why weren't you in the mess hall with the rest of us?" she sat on the end of Dash's bed and peered over the top on the blue mare's book. Rainbow Dash was still on page 12. As she read the words on the pages became a blur and her mind couldn't process them. She'd had to read and re-read the same pages around five times each before finally jamming the story into her skull. What was happening to her?

"I just felt like reading," Rainbow lied once again, using a flat tone as if there was nothing bothering her. Lullaby still didn't seem to buy it.

"Really? But you always grab some grub before coming back here. And even then you go and train with Soarin first and… wait a sec," Lullaby stared bluntly at her rainbow maned friend. Rainbow Dash pulled her book closer to her face so she couldn't see Lullaby's golden eyes glaring down at her, but even then she could still feel them.

"What?!" Rainbow snapped, dropping her book on her stomach. Lullaby folded her arms and slitted her eyes.

"You're avoiding him, aren't you?" she asked with disbelief. Rainbow Dash shook her head. She hadn't been avoiding him… at least she hadn't intended to, anyway. Rainbow's face contracted as the truth clattered down on her like a bunch of bricks. Had she blown Soarin off because she was too guilty and confused to hang out with him? Great, now she was confused about being confused!

"Lullaby, what's going on?" Rainbow asked the question on her mind, picking up her book, opening it up and flopping it across her face. She heard Lullaby sigh and she could picture the purple mare rolling her eyes.

"How am I supposed to know? They're your emotions, not mine," she replied. Rainbow groaned and threw her forelegs out to the side, her right one hanging off the side of the bed.

"This stinks! I don't even know how I feel, so what am I supposed to do?" she lamented. Holy Celestia, she could practically smell the pity emanating from Lullaby. She didn't want sympathy, she wanted help!

"Well I don't know what to tell you," Lullaby swung her hind legs over the edge of the bed and sighed, folding her arms and squinting down at the carpet as if she was focusing on something. Rainbow Dash was way too impatient to just sit there and wait around for Lullaby to think of something. Closing her book and putting it on the bedside table next to her lamp, she sat up in bed, and then flung her legs off it. She stretched out her wings and shook her head as if trying to thrust the distractions from her mind.

"Do ya wanna go for a flight?" she asked Lullaby forlornly. Lullaby looked up from the floor.

"How come?" she asked, standing up and preening her wings a little. Rainbow was already heading for the door.

"I just need to clear my head for a while," she replied. Lullaby followed her into the hallway.

"And this will help, how?" she asked. Rainbow Dash honestly had no idea how to answer that. She didn't know how it would help, and the whole point of this was to focus on something other than her crazy thingamabobs.

"Maybe I'll think of something while we're out?" Rainbow shrugged, saying the first thing that popped into her head. Lullaby had learned by now not to pester Rainbow Dash any further on the subject so she just smiled and nodded.

"Okay, let's go," she agreed.

---

"So where are we headed?" Lullaby asked as she flew over Cloudsdale beside Rainbow Dash. In truth, Rainbow didn't know either; she was just flying where the wind took her.

"You'll see," Rainbow Dash replied simply. Even she was beginning to notice the new, slightly depressed tone of her voice. She seemed to slur out each word like they were weighing her down and her confusion was even beginning to show in other places. Her mane was a little ruffled from where she hadn't paid attention whilst brushing it, she had bags under her eyes from the lack of sleep and her feathers were a little matted from where she hadn't preened them in a while.

"Building!"

Rainbow Dash gasped and lurched sharply to the side as she suddenly became aware of the large cloud apartment building getting dangerously close to her. Her right wing clipped the side of the building and she glided down to rest on the ground. Lullaby landed next to her a second later.

"What the hay was that about?" Lullaby asked Rainbow while the multi-coloured pegasus checked her clipped wing. Rainbow Dash let her wing fall limply against her side before locking eyes with her friend.

"I just…"

"Got distracted again?" Lullaby finished her sentence for her. Rainbow sighed and nodded. Lullaby seemed to be able to read her mind… if that was so, why did she bother to ask?

"I can't help it Lullaby. I want to focus and… not crash into stuff but my mind's always wandering," she tucked her legs under her body and settled down into the clouds under hoof. "I don't know what to do," she rested her head on the ground and angled her eyes down so that her vision was flooded with fluffy whiteness. She heard Lullaby sit down next to her.

"Rainbow, as much as I hate to say this, I can't help you. I'm all for helping other ponies in times of need, but the only pony who can decide what you're feeling is you," she broke the news to Rainbow Dash. The blue pegasus rolled onto her back and stared up at the afternoon sky.

"I wish somepony else could just tell me how I felt. My brain's all twisted around right now, heck I can't even avoid slamming into a freakin' building!" she threw her hooves into the air before slapping them over her eyes and moaning. "Why is this so hard?" she felt so useless right then. Lullaby brushed her tail along Rainbow Dash's side to comfort her.

"Feelings like this can be hard, Rainbow Dash. They can be so hard that you feel like giving in, but in a way this is kinda like a race," she said. Rainbow Dash removed her hooves from her eyes and looked up at her purple friend.

"A race?" she echoed. Okay, this was Rainbow's kind of language. Lullaby nodded her head.

"Yeah, you're zooming along that track when an obstacle gets in your way. You feel like there's no way you can get past it because if you don't pull up in time you'll crash, if you slow down you'll be overtaken and if you try to go around it then you'll whizz off the track and crash into the fence," Lullaby explained. Rainbow nodded along, realising that Lullaby was right. "But if you time things just right and square up to whatever's in your way you can flap right over it and everything will go smoothly again. You see what I'm getting at?"

Rainbow thought about it for a while. "The boot camp is my race track and Soarin is my obstacle. I can't go too slow because I'll torture myself, I can't go around him because that'll hurt too much and I can't go zooming out of control because I'll mess up. So you're saying that I should wait for the right time and go for the plunge?" Rainbow guessed. Lullaby folded her arms and nodded her head once.

"Exactly," she confirmed. "Maybe you aren't such a dummy after all," she teased. Rainbow Dash shoved Lullaby gently, earning a giggle from her roommate.

"Thanks," Rainbow sat up, still chuckling a little. "Ya know what, you're a great friend, Lullaby," she hoof bumped her to show her appreciation. The two of them took off into the air again and started heading off.

"So where are we going, now?" Lullaby asked. Rainbow Dash shrugged once again.

"No idea, but I just wanna be with a good friend right now," she smiled over at Lullaby. "So anywhere's fine by me."

---

Hi everypony,

Okay, so the last week or so hasn't gone so well, but before you go all panicky on me and charge on up here with a bunch of cannons to blow anyone who seems fishy into oblivion (yes, I'm talking to you, Pinkie) I want to say that it's nothing serious.

I just learned a pretty good friendship lesson today, one that relates to a few distraction issues I've been having. When something's bothering you or you're even the slightest bit worried or concerned about something a good friend will comfort you in any way they can. I've also learned that having things explained to you in a way that you could clearly understand could open up a whole bunch of new doors. It sounds a little crazy but if you explain something to me in the context of a race then even a mathematical equation can become real simple.

But please, Twilight, I don't wanna learn about equations so ignore that last sentence.

It's been an exhausting few days and I haven't had much sleep so I'm gonna finish up this letter now and hit the straw. I want to have a peaceful sleep tonight so I can blow everypony away at drills tomorrow.

I'll see you all soon!

Yours not-distractedly,

Rainbow Dash.