Five days passed, quickly for some and slowly for others.

Pinkie manically darted around her new home. She gushed over the plans she had for the place:

"And the super-deep fryer will go here. And the cotton candy machine there! Oh, and the freezer will go over here, and it will be loaded with ice cream and chocolate, and ooey-gooey treats of all colors and sizes!"

They hadn't even started setting all this stuff up yet. Never mind that she was talking about Rarity's old counter and work room; Pinkie Pie was about moving forward and being excited now. She saw only her own inspiration and wonderful potential... it would have made Rarity smile.

Rainbow Dash trailed behind her, nodding her head and agreeing that the place would look good when it was finally over. Her nose was still bruised and red, her right eye a bit swollen. The injury helped hide how awful she felt, much worse than she appeared.

Rainbow lay awake each night, hardly sleeping a wink. Her room was cramped and very hot; the marble slab by her window didn't help matters. The bed was uncomfortable, bouncy and low, but that would soon change. She wasn't used to sleeping inside away from the clouds... and seldom did sleep inside at all. Though she didn't like her new room, she could still fall asleep in it. What kept her awake were her nightmares:

As Dash slept, images of Scootaloo's fate still rolled through her mind... but at least this time she was alive.

The filly was in a couple of casts, holding herself up on crutches. There was a crowd around her, she was saying good-bye to everyone in Ponyville while standing in front of a train. There was smoke everywhere. Rainbow wanted to hug her, but there were too many ponies in the way. When she finally got close enough for Scootaloo to see her, she wished she hadn't.

Over and over Dash woke up sweating. Three words echoed through her skull, the last words she would ever hear Scootaloo say before leaving with a social worker on a train bound for Fillydelphia. The tiny filly glared right into her eyes as she said them:

"I hate you."

It seemed real. The older Pegasus had spent so much time lying to her... it was only right. Rainbow hated herself, too. More than she hated anything she could think of.

As Dash drifted off each night, those words would creep into her mind and not leave until dawn... when Luna's power receded. Rainbow started sleeping late, and had even snuck back to the clouds, but it did little good and she could only sleep for so long. She still had a job to do. Not to mention Pinkie needed her help, and Scootaloo still loved her visits. Through hard work she had become a bit leaner... but not thin enough for her friends to get concerned yet.

She watched in five days her old house change bit-by-bit. Where there were rainbow waterfalls, telescopes emerged... a big one at the top. From the ground it wasn't visible, but Dash saw it all. The colors changed to a darker hue as Luna's magical presence enveloped the old home and new coats of paint were applied by her seemingly tireless workers. The shape and architecture, and meaning, of the building changed as old pillars were removed or reinforced, walls were knocked down, and machines were added. Rainbow's house in Cloudsdale had already ceased to be.

Early morning Rainbow came back from the clouds and flew in through her window, creeping quietly to the bathroom. Another sleepless night. She prepared to turn on the shower, hoping the cold water might be enough of a shock to at least make her look awake.

Suddenly the bathroom door opened.

"Oh, sorry Dashie!" Pinkie yipped. "I'm not used to sharing my bathroom with somepony else. I'll use the one downstairs."

Rainbow looked over at her and smiled.

"It's okay... I don't honestly know if I even feel like taking a shower. You can have it."

"Oh, you don't have to do that, Dashie!" Pinkie returned the smile, preparing to duck out the door. "If you need time to decide, I totally understand. There are times I feel like taking a shower, but I end up painting the walls polka dot instead!"

Again, Dash smiled, but this time she couldn't be seen.

The door began to close. Dash let out a sigh... welcoming the silence. It wasn't to last.

Pinkie threw the door open:

"Oh, one more thing, Rainbow!"

The Pegasus rolled her eyes.

"What is it, Pinkie Pie?"

"Mr. Cake and Big Mac are going to be by later today with furniture for us. Granny Smith's even going to donate Apple Bloom's old bed! They want to know if you think a filly bed will even fit in your room with that big marble thing in the way! If not, she could always sleep with me."

"Wait... Pinkie what are you talking about? What bed?"

"The one for Scootaloo, silly!"

With those words, Dash felt the room begin to sway. She turned a lovely shade of green, slowly taking her hoof off the knob and holding her gut. This was not what she needed this early in the morning.

"Pinkie Pie," Rainbow dash said, trying to sound as calm as possible. "I thought I made it clear I hadn't made my mind up about that yet."

"Well, duh, silly! I want to have everything together so we don't have to keep asking our friends. They're being so nice and you wouldn't want to have them have to spend two afternoons getting beds out of the Apple's cellar just because you finally made your mind up a month from now!"

Rainbow opened her mouth ready to say something, but her mind couldn't even form an argument. Pinkie was right.

Come on, Rainbow! Just say you're not going to adopt Scootaloo... that'll shut her up!

Dash took a breath, preparing to say just that. She fell silent again.

"Dashie?"

Rainbow took another breath. This time words left her mouth:

"Pinkie, I uh... I..."

"Yes?" The pink mare's eyelashes fluttered, though Dash couldn't see it.

The tiny bathtub continued to sway with Dash still in it, her stomach making muffled gurgling sounds.

"Oh, boy," she grumbled. "Pinkie, I..."

Rainbow didn't get to finish her thoughts. Instead she upchucked her last meal.

Pinkie cleaned up what wouldn't easily go down the drain while Rainbow Dash sat at the edge of the tub with her head in her hooves. "Anything for her friend," Pinkie had said, though this event had put her mane slightly straight. Rainbow was looking really weird lately, even worse than usual considering the bruises on her face, and Pinkie couldn't put her hoof on why.

"Are you sick?" She asked, as she stood up. "Do you need some medicine to make you feel better? I can go talk to Twilight and-"

"I'm not sick, Pinkie," Dash replied with a burp. "I've just got a lot on my mind."

"Why?" Pinkie looked into her friend's hallow eyes. "You've made everypony happy and should be really proud of yourself!"

Rainbow's lower lip quivered as she nodded.

"I think," Dash began, taking a deep breath, trying not to tear up. "I think I need to take a day off and just go for a walk."

Pinkie smiled, the frizz returning to her hair.

"Okay, Dashie. If that's what you need."

Rainbow Dash got up slowly and cantered towards the exit. She turned back to look at Pinkie, who held a bucket full of green slop in her hoof. She smiled at the pink mare... and Pinkie smiled back. Both nodded warmly, Dash walking off without a word. She left the building.

"Anything for a friend," Pinkie thought aloud while she disposed of the bucket's contents down the toilet.

After going up to the skies to tell the weather ponies she would not be able to work today (which they had no problem giving her the day off just looking into crusty, swollen her eyes) Rainbow began her descent back to town. She glanced up at the purple tower in place of her old home and sighed.

Rainbow Dash walked through Ponyville with her head down. If there wasn't a black cloud above her head she certainly felt like their was.

Ponyville's roads were simple and few, and they made a big loop. Rainbow didn't have to look where she was going to keep on familiar ground (though she did check to make sure she wasn't going to get squashed by a cart). She spent a few hours hoofing it around town; the dawn turned to morning and then to early afternoon. Rainbow's stomach gurgled again, this time with hunger as it grew hotter outside. Rainbow paid no attention. She must've passed the Corner, the Boutique, and the library a dozen of times. She didn't know for sure... her time was spent scanning the pavement for cracks.

"Hey Rainbow Dash!" A familiar, high-pitched voice shouted in the distance. "Rainbow!" She now heard its deeper resonance.

She looked up and saw Spike waving at her from the library. He looked friendly, unlike Twilight the last time they talked. The Pegasus's hooves padded off in his direction, her head still down, but looking... her eyes locked on the baby dragon. She got to him.

"Rainbow, you look terrible!" He exclaimed.

She smiled back.

"Yeah, well, Spike, I feel terrible. Don't ask."

The drake had a look of sympathy in his eyes. She noticed the fire ruby pendant around his neck and smiled.

"How 'bout you come inside and I can make you some tea? We can talk about the Wonderbolts or the weather. Whatever you want!"

"Twilight isn't there, is she?"

"Well, no," Spike began to twiddle his claws nervously. "Don't think I'm just bored! I really want to talk to you, Rainbow."

Dash rolled her eyes.

"Yeah. Sure, Spike."

He turned around and swung the door to the library wide open, welcoming her in like a tiny butler:

"Alright! After you, Rainbow!"

She stepped inside without looking back at the empty streets she was leaving behind. Spike followed her closely.

The tired Pegasus found a big, comfy seat in the main room while Spike's voice echoed throughout the tree:

"Twilight's been really busy lately, Rainbow," he began. "She hasn't been here often. She's been helping you and Pinkie get setup, and trying to find a home for Scootaloo."

"I know," Dash muttered, rubbing her eyes.

"It's been hard without her around, but both Fluttershy and Apple Jack have come here to keep me company! I just thought it would be nice to have you for a change."

"How thoughtful."

Rainbow could easily translate what he was saying in her head: both Fluttershy and Apple Jack were too busy today. He saw her, so he grabbed her.

"Look, Spike," she began. "This is really nice of you and all, but I think maybe after I have the tea I'm going to just jet. I don't mean to be rude or anything, but I just need time to myself."

The drake heard her, but he didn't listen. He came out with cakes and a tea pot:

"Oh, are you going to see Scootaloo?"

Dash facehoofed.

"Probably later," she said, through gritted teeth.

"Can I come?" Spike asked with wide-eyes, setting a full mug in front of his best-ever rainbow-maned friend, then one in front of himself.

"Spike," Dash said firmly, picking up the tea and sipping it so she could buy herself a moment to think. It was actually good. "I don't know what I'm doing yet, so no."

"Oh," Spike's perky demeanor changed. "Okay."

Rainbow Dash smiled down at the baby dragon, now feeling bad. She sighed.

"I'll say hi for you. Okay?"

Spike smiled, setting down his mug.

"Rainbow... can I ask you something?"

"Sure Spike."

He looked nervously at the table as he spoke:

"Have you ever... thought about adopting Scootaloo? You two are a lot a like, like me and Twilight, and I think you'd be really happy together!"

The Pegasus shut her eyes and grimaced. A lone tear ran down her cheek the moment he finished that sentence, unnoticed by Spike, who was still looking down. She opened her eyes just in time to see him looking back up.

He peered at the trembling mare, unsure of how to read her blank face.

"Did I, uh... ask a bad question, Rainbow?"

She responded by shaking her head slowly. Scootaloo had once asked her a similar question.

Spike winced, still detecting tension in the air.

"So, uh... maybe you're mad at me for asking that?"

Again, Dash shook her head... her face still unreadable.

Spike felt relieved knowing that she wasn't mad at him.

"So, are you going to adopt Scootaloo?"

For the third time, Dash shook her head, not exactly hearing Spike's words this time around, as he had earlier not heard hers. She was far off.

"Oh." Spike looked at the table again and sighed. "Awkward..."

The tired Pegasus took one final sip of her tea, finishing it off. She then got up, walking out of the library without another word, leaving the door open and the baby dragon standing in front of the coffee table with an empty expression. Spike was left confused and sad... what had he done wrong?

Rainbow Dash had just one more place she could go that wouldn't remind her of her own misery, the place where sick ponies went to get better. In the thick of it she could make up anything she wanted there and it would all go away. This is where she headed.

The hospital smelled sterile. It burned Dash's eyes and nose each time she went since her injury, but this time less. She walked passed the nurse at the desk. They smiled at each other as she cantered down the hall and assented the stairs, knowing Scootaloo's room number by heart.

Despite the fact that the filly's physical appearance had remained the same, she was getting peppier each visit. Knowing this made Dash smile sincerely for the first time in almost two days. To top it off, Scootaloo had never commented on Dash's face, she just stared at the damage... and Dash explained that it had "happened while working." That was all she needed to say.

She entered the room and saw her little protégé in bed, this time noticing a wheel chair by her side. No machines this time, no IVs. Again, she smiled and got an idea. The nurse was just in the next room. The older Pegasus called to her:

"Hey, if I were to keep just on this floor, could I take Scootaloo for a walk?"

The nurse's poked her head in briefly to get a look at Dash. Her lyrical voice rang out like a bell:

"Certainly."

The two ponies smiled at each other. Scootaloo was going on an adventure now, and Rainbow Dash was at the helm

Soon enough Rainbow was pushing the little filly down the halls... it was quieter and darker than her room, but there were still ponies around. She was hoping to be alone. Faster and faster they went, to the point were Dash was thinking about using her wings.

"This is so much like my scooter!" Scootaloo exclaimed. "Faster Rainbow! Please go faster!"

Rainbow grinned, pushing her a bit longer. The filly shut her eyes and enjoyed the gentle, air-conditioned breeze flowing through her mane. Eventually they got to a secluded spot by a water fountain and rested. Scootaloo motioned for a drink and Dash gently helped her out of the chair. Scootaloo hobbled even in Dash's strong hooves, unable to support her own weight for a drink. As the filly enjoyed her water, Rainbow sighed... remembering the conversations from earlier that day.

Feeling a knot in her gut, she knew she couldn't keep this going forever.

"Scootaloo, there's something I gotta talk to you about."

No more lies. I have to prepare her for it.

Scootaloo looked up at her cyan idol as she was set back down in the chair.

"Yeah?"

Rainbow crouched all the way down to Scootaloo's level. She took a deep breath... followed by another, staring into Scootaloo's gentle, purple eyes. All she could see was the anger from her dream. Tears started to form in the older pony's eyes.

Stop it, Rainbow. Come on!

She couldn't. She tried hard, but she couldn't. She really couldn't. Tears fell as she crouched there, breathing heavily. Scootaloo just stared and stared, not knowing what to make of this.

"Why are you crying, Rainbow?" She asked innocently. "Did... did I do something wrong?"

"Scootaloo..."Began Dash slowly, still breathing heavily. "You need a real place to live. It's not right for a filly to go door-to-door, hoping somepony'll let her in."

"But I've been doing that all my life," Scootaloo replied. "I've only had to sleep outside once and it was summer!"

"Well..." Dash rubbed the tears and snot from her face and chuckled. She just couldn't to it.

Scootaloo's confusion started to change to annoyance as she stared up at her cyan idol, who now had the strangest grimace on her face.

"Well what? You're getting really sappy on me, Rainbow!"

"Well, I was thinking, Scoots..." Dash took a big gulp, looking into her protégé's scowling eyes. She spoke fast and from the heart. "How would you like to come live with me?"

Rainbow couldn't believe what she had just said. The moment the words had escaped her lips, her breathing began to slow.

The little filly paused for moment, processing all that she had just been asked. She couldn't believe what she was hearing. Her face lit up like the sun:

"Seriously!?!"

Dash nodded... hesitantly at first.

"Seriously, Scoots. Come live with me. You- you don't have any other choice."

In the vain of her idol, Scootaloo practically exploded in joy... nearly causing her chair to fall backwards:

"Omygosh, omygosh, omygosh, omygosh!"

Seeing the tiny filly so happy, Rainbow forced a wink. She spoke with a smile:

"I'll take that as a yes."

Scootaloo hugged her. Rainbow stared at the wall with her eyes open. Though her gaze was far off and her eyes were still blood-shot, she bent over and hugged the little filly with all her might. Rainbow Dash just couldn't abandon her. If she really meant what she was saying, though... she had a lot more to tell her.

"Scootaloo," began the older Pegasus. "Do you know were we're going to be living?"

The filly broke away, looking her idol now face-to-face.

"In your house in Cloudsdale, right?"

Again, Rainbow Dash smiled.

"Well... No, not exactly."

"Then where?"

"In Rarity's Boutique."

"Oh, cool!" Scootaloo stopped for a minute. "In Sweetie Belle's old room...?"

"Yeah."

"And Rarity's really okay with that?"

Dash nodded.

"Scootaloo, Rarity's done something really wonderful. She gave Pinkie her Boutique."

Scootaloo furrowed her brow as she thought about what she was being told. She had more questions:

"So... where's Rarity staying?"

Rainbow Dash took a deep breath, hugging her tiny protégé a second time.

"I'm afraid I've got some bad news, Squirt..."

The words were not difficult to say. There were only three of them:

"Rarity passed away."

It was the plethora of emotion and questions that followed. Rainbow did her best to deal with them... but had come poorly prepared. She left Scootaloo in the hallway mid-explaination, to "use the bathroom" ... she really went to throw up again (it must've been just tea this time, as it came up red). Her stomach felt empty at least, but sore.

Scootaloo's initial reaction was understandable:

"No," she said with tear-filled eyes. "No..."

All she did was repeat that one word, shaking her head. Rainbow Dash held her tightly and explained as bed she could.

"Why? What happened?"

Dash explained. Scootaloo soon knew how Rarity had poisoned herself. Rainbow made sure to stress that she had gone painlessly in her sleep... though she had suffered, no need to tell a filly all that.

"Why didn't anypony tell me?"

Dash explained again... Scootaloo's health came first.

She had more questions, things that needed to be explained away. Rainbow had her first taste of what it meant to be an adult -- having to be gentle while explaining the cruel ins-and-outs of Equestria to a tiny filly. She couldn't explain everything away, and the most devastating to Scootaloo she just couldn't break to her:

You could be gone, too, kiddo.

Her stomach was in knots as she processed, while talking to Scootaloo, what she had said about living with her. Talking, however... made her feel a whole lot better.

They talked about Rarity for a long time. They talked about Pinkie Pie and the new bakery even longer. They both started with such sour faces, but by the end Scootaloo was laughing and Rainbow had a familiar cocky grin on her face. They started talking about Pinkie's dreams, and how wonderful she felt, then they started talking about what they were going to do when Scootaloo finally got out, but this time... Rainbow really meant it. Everything she said about it -- about hide-n-seek, about camp-outs, about extreme hiking, and flying -- they were really going to do this time.

Rainbow didn't feel guilty anymore. She had made-up a happy future for Scootaloo weeks before only to feel good about herself, but it was all gone now, and the Pegasus was effortlessly walking on air. She felt like she could do anything -- live anywhere, sleep anywhere. And the best part about it was that it was all real. Rainbow Dash and Scootaloo, and Pinkie Pie, had found true happiness and it was all just beginning. By the time Rainbow left the hall pushing Scootaloo, her withered face looked so much more alive.

They passed the same new nurse Rainbow had spoken to earlier. She hadn't gotten a good look, but she knew her from her voice.

"Can I take this little parasprite to the cafeteria for lunch?" Rainbow Dash asked.

She wore such a friendly smile as she spoke. Her voice rang out again:

"Certainly."

Rainbow darted off with Scootaloo to the elevator where they took it down to the cafeteria. There they had lunch together.

The elevator doors opened with a ding. The room was almost empty, Scootaloo's laughter echoed throughout the white walls. The few staff members looked at each and smiled when they heard from Scootaloo's mouth, as the two approached, that this nice cyan weather pony, who had been visiting her anywhere from four to six times a week, was going to adopt her. They knew about what would happen if nopony adopted her, though Scootaloo was still clueless. The workers respectfully nodded at the tired Pegasus while getting them their food, recognizing her exhaustion, and going so far as to give her a bit extra. They knew what she had done for Apple Jack, also... by now most of Ponyville did. So much for privacy, but that's what happens when one of the most flashy ponies in Ponyville carries a giant cart full of Bits through town.

Eventually the orange filly wore herself out talking and just smiled up at her idol. In their silence Dash took a breath and looked down at her in the little wheel chair.

Scootaloo was going to be safe again... like she always had been. That was a load off Rainbow's mind.

It was mid-afternoon. Rainbow Dash trotted in the direction of town with new-found enthusiasm. She was high on her words to Scootaloo, and wouldn't come crashing back down.

She went to the first pony she could think of to tell. Not Pinkie; Apple Jack and Fluttershy lived too far away to make it right now without flying. Maybe she wouldn't be there, maybe she would. Dash just needed to tell the one pony who's intelligence she respected the good news.

The Pegasus didn't bother knocking. Though it was Twilight's home, the library was there for everypony to use. She opened the door and stepped inside.

Of all things she saw Matilda and Cranky Doodle Donkey sitting at a table facing Twilight. Spike was by their side serving them tea. The four smiled when they saw Rainbow Dash coming.

"Rainbow Dash, I have the most wonderful new!" Exclaimed Twilight Sparkle.

"So do I!" Replied Rainbow. "I've decided I want to adopt Scootaloo!"

The smile instantly left Twilight's face. She forced it back up. It was now clearly faked, but Rainbow didn't notice.

"Oh... um, great!" She turned to Matilda and Cranky. "Isn't that good news?"

The two donkeys nodded slowly but surely.

"Just wonderful," said Matilda. "Are you sure you want to do this? Twilight's said you've been on the fence about this for quite some time. Maybe some others could take her if you're not positive you want to do this?"

The last statement was phrased more like a question, though Dash didn't hear it. She had her own stuff to share.

"Oh, I'm surer than sure!" Rainbow replied, blinking her eyes... now looking at the two donkeys and processing that this was out of the ordinary. "Um... so what's your good news?"

"That me and Matilda here are finally out of retirement," said Cranky. "And we're looking to help make Ponyville a better place now that we've gotten the chance to know each other a little better."

"Well, Apple Jack always needs help on the farm," Rainbow said with a smile. "And Pinkie's just starting a new bakery... there's so much to do, and I feel so pumped to do it!"

"We know all about the stuff going on with your friends," said Matilda with a laugh, giving a slight nod to Twilight. "And we're very happy for you. What're you going to do to celebrate?"

"Celebrate? I hadn't thought of that." A smile slowly formed on Dash's lips. "I have to go tell Pinkie!"

The cyan mare turned around and zipped through the opened door without another word, leaving a rainbow trail. Spike went to close it as Twilight spoke directly to the two donkeys in front of her.

"Well, that was... awkward," she began hesitantly. "Sorry. I, uh, didn't expect that. Would you like me to go-"

"Oh, don't worry about it, Twilight," said Matilda.

"We're always looking to help," added Cranky. "We're just glad that she's going to be with someone you think is going to make her happy."

Twilight nodded her head slowly.

"We'll just have to see about that. Rainbow's... got a lot to work out."

That night, Rainbow Dash slept like a baby in a new bed... a welcome change. It felt cool and soft as she drifted away, reminiscent of a cloud. Luna smiled down on her from the moon as she peacefully snored. The Princess was proud, not because Rainbow Dash was planning to adopt Scootaloo, but because she was finally being honest with herself and the filly, and she was up to the challenge. Rainbow was proving to be the most loyal and generous of ponies, and she had learned much about herself in this short time-- about sacrifice and love, and about friendship. She truly was a better pony now.

It seemed as though everypony now had a chance. It was a night of peace throughout all of Ponyville. There would soon be a party thrown to celebrate this occasion, but first... the new bakery had to be complete. Dash already had a second bed in her room, pushed up against the wall by the window. The marble fixture would someday need to be removed, but not for a while. It would remain... reminding Dash of how silly she had been in keeping it for a very long time.