Up high in the sky, through the clouds is Cloudsdale, home to many ponies. The most famous of them that reside there is one that doesn't look the part, a cyan Pegasus with a rainbow mane and tail. Her reputation of a partier and obnoxious flier precedes her as tonight of all nights, her house is invaded by rabid, bloodthirsty, party junkie animals. That's how all the parties at Dash's house are like, ponies just show up and have fun. She has the coolest place for it, what with all the loud speakers, several rooms, and of course the most important part of any party house, 6 bathrooms. But what's a party without its host? Rainbow Dash barely ever actually 'hosts' them, she tends to take a walk outside until the ponies burn out. But tonight...Tonight is the night of nights for this Pegasus.

Out from the double doors to Dash's mansion comes a small filly, trotting down the short stairway and out past the gate to the streets of Cloudsdale. To the far left, only around a yard from the tiny orange pony is Rainbow Dash, looking out at the black void of Luna's night at the edge of the clouds. The little filly smiles widely and doubles her speed to Dash, but slows down when she gets near.

"Hey Rainbow Dash!" She half yells, half whispers.

Dash turns her head around, just enough to show Scootaloo she notices her. "Hey, Scoots." She says dimly, turning her head back to the black and blue sky.

Scootaloo looks at rainbow dash's shied face while she makes her way to sit beside her, plopping her flank on the cushioning cloud beneath her. "Whatcha doin'?" She asks with a big dumb grin.

Dash takes a moment, blinking at the moon before speaking to the ground. "Enjoying the view." She says sully, emotionless, sadly. All unlike Dash.

Scootaloo blinks a couple times, putting her front hooves on the cloud as she studies the right side of Rainbow Dash's face. "You okay, Rainbow dash?" Scootaloo questions, tilting her head curiously to the side.

Dash turns her gaze to the tiny filly and nods with a cocked eyebrow. "Yeah Scoots, I'm fine. You don't know me at night, do you?" She smiles comfortably, sarcastically, in a silly manner. All like Rainbow Dash.

Scootaloo nods a couple times, as she too looks out to the cloudless sky. "I uhm...Why do you come out here at night?" She asks, once again smiling, but instead to the night. Anything that grabs Dash's attention takes Scootaloo's just as easy.

"Well...For the view." She tosses her hoof to the wind for sarcastic emphasis, and grins widely to the side, then sighs as she continues. "And...To look at the sky when it's not cluttered with musky clouds." She smiles warmly this time, closing her eyes for a while as she takes in a deep breath, and opens them slowly as she does with her breath.

Scootaloo looks at Dash with big eyes, nodding, confirming that she had just been told a huge discovery in life. She looks out to the black and blue sea of darkness, with all it's mysteries and gorgeous stories in the stars. "It's beautiful..." She says with a growing smile.

"Yeah..." Dash begins, then sighs before she continues. "Who would you say does more work: me or Luna?" Dash questions with a wide grin.

Scootaloo blinks a couple times, then looks down ashamed. "I...I don't know..." She leans her chin on her hoof, really thinking about this.

Rainbow Dash playfully shoves Scootaloo on her shoulder. "Oh come on, I'm just kidding. Relax, crazy little filly." She ashes her hoof on the orange filly's head, messing up her mane as she does.

"H-hey! You're ruining my mane Rainbow Dash!" Scootaloo yells, pushing the larger hoof away with both of hers.

Rainbow Dash retracts her hoof with a giggling sigh. "Alright Scoots, Alright. Just your mane..." She runs her hoof through her messy rainbow mane, and it just gets more unorganized.

Scootaloo sighs with pouted lips. "I get bullied enough, not like I need my mane one of the reasons for it..." She words awkwardly, too busy smoothing her fluffy purple mane out with both hoofs.

Rainbow Dash raises an eyebrow. "Ya know...I don't know what you're complaining about. I think it's looks way cooler when you just mess it all up." She throws up her hooves in defeat, looking away both from the night's sky and Scootaloo.

"Y-...You think so?" scootaloo asks with big pupil eyes, pushing her hoofs together shyly.

"Y-...Yeah Scoots." Rainbow Dash replies with a light chuckle, staring down at the little filly.

"Cool! I'll totally keep it like this then..." She sporadically brushes her hoof through her purple mane, making it as unpolished as it could get. She looks up at Dash as she does, looking at her mane and tail. It's so smooth, yet so...Rainbow Dash. "How do you get your mane...and tail like that? It looks so much cooler than mine!" Compliments Scootaloo, double checking herself from running her hoof through one of the two.

Dash shrugs, shaking her head. "I dunno...I just let it do whatever. I don't comb it...Like, ever." She puts her hoof in a swipe for emphasis on ever, like, never ever.

Scootaloo raises her eyebrows and she nods, coming to a realization. "Wow...So I don't even have to do anything to my mane or tail to be like Rainbow Dash...? Awesome!" She shouts be-knowingly next to the very Pegasus.

Rainbow Dash shakes her head with a sigh. "Alright Scoots...Whatever you say."

Scootaloo shakes her head, shrugging and sighing all at the same time before laying down, her hoofs behind her head. She looks to the sky, getting lost in it just like Rainbow Dash would.

"So...You said you get bullied, huh?" Rainbow Dash asks the filly behind her, not turning her head around and instead just stares down below the edge of Cloudsdale.

Scootaloo pauses for a moment, nodding even though Rainbow Dash isn't looking. "Yeah....Well, I mean kind of. They're...Yeah, I am." She sighs in defeat, turning her head over to the side.

Rainbow Dash tilts her head to the side, pausing for a moment as well before replying. "Now what could anypony possible find about you to make fun of?"

Scootaloo ducks her head into her right leg, closing her eyes as she barely responds. "Cause I don't have my cutie mark..." She doesn't dare look at Rainbow Dash's awesome cutie mark. It doesn't stop from invading her subconscious.

Rainbow Dash stays quiet for a minute, only intensifying the suspense in Scootaloo before she finally turns back to the tiny filly. "You know how I got my cutie mark?" Dash asks, raising an eyebrow over to Scootaloo.

Scootaloo nods, opening her eyes. "Y-...Yeah. Everypony knows that. You...Made a Sonic Rainboom..." Even saying Phase 3 sends shivers down Scootaloo's spine.

Rainbow Dash keeps a straight face, looking just beside Scootaloo as she's brought back to when it happened. "But why...? Why did I just...'do' the sonic Rainboom?" She questions, staring down at Scootaloo, testing her knowledge of her hero.

Scootaloo blinks a couple times. Just before she speaks, she blinks again out of spite. "I...I don't know, rainbow Dash..." The flightless looks down in shame from her lack of knowledge.

Rainbow Dash tilts her head up and speaks with her hoofs crossed. "I had someone that needed me, right then and there. I believed in myself, she believed in me...and that's why I got my cutie mark; because I believed I already had it, and my friend did too." Rainbow Dash shows remarkable skill as she holds her emotions back, and just stares down at Scootaloo.

The poor tiny filly just stares up at Rainbow Dash in all of her omnipotence. "Y-you...You b-b-believed...You had it?" She asks skittishly, lifting her head up from her hoofs.

Rainbow dash loosens up her face and gives a very subtle smile with a nod.

"You are so cool, Rainbow Dash..." The envious filly says with big eyes and sneakily traps Rainbow Dash in a hug.

Dash just pats her left hoof on the little filly's back comfortably, soothing her to settle down. "You know..." She begins as they depart from the hug. "A cutie mark...It only shows other ponies what you already know: that you are awesome." Rainbow Dash gives a very proud smile to Scootaloo, to which she does back.

Rainbow Dash was almost attacked by another hug, but she expertly holds out a hoof in front of her and stops the tenacious filly dead in her tracks. "One hug is enough for tonight, Scoots. " Dash says with a chuckle, followed by a very lazy sigh.

"Oh...Sorry, hehe..." Scootaloo chimes after, and lays back much more comfortably as she beats her bottom leg left and right happily. "Uhm...can I ask you a question, Rainbow Dash?" She turns her head to the rainbow maned mare with a fun, happy-go-lucky grin.

Just as Rainbow Dash was about to tip her legs to swing over the edge, she stops and turns her head back to Scootaloo. "Sure thing, Scoots."

Scootaloo picks herself up a bit and leans forward. "What will you do when I become a Wonderbolt?" She puts up a big innocent smirk when she finishes.

Rainbow Dash ducks her head and smiles lightly. "You'll be my hero..." She says in a low voice, silencing all Scootaloo's sarcastic giggles.

She stays quiet, just basking in Rainbow's words. "M-m...I...your hero...? Wh-wh...Your hero...?" She asks very lowly, tilting her head equally low and forward, trying to see the truth in Dash's eyes than her words. All she sees is Magenta.

"Yeah Scoots...My hero." Dash confesses fully, nodding with her head picked up, giving Scootaloo a clear view into her eyes.

There's a fill of silence in Cloudsdale then, not even the party a short walk away can be heard now. All that matters...Is that scootaloo can be- will be Rainbow Dash's hero. The pony she looks up to. The pony she dreams to become.

"Thanks Rainbow Dash..." Scootaloo barely squeaks out, a couple tears dropping down her face.

"Alright...Don't cry though, it gets me going." Rainbow Dash chimes in tapping her hoof over the shoulder of Scootaloo, her future hero.

"S-sorry..." She says, wiping away tears and holding back the new ones. She sniffles a little, then she gives a perky smile with her chin up. "I'm good."

Rainbow Dash huffs happily, nodding to the little filly. She then turns back around to look into the night, and after a few moments that are years to Dash, she turns her head back around. "Hey uhh...Scoots? You should be getting to bed...It's late."

Scootaloo tilts her head back now with her mouth slightly open as she whines. "Awwwww! But...It's...It's..."

"You know, I even have a bed time..." Rainbow Dash interrupts with a raised eyebrow and smirk.

Scootaloo sighs, defeated at her own envy. "Oh alright...I'll go to sleep." She rolls her eyes and gets up, but stops and bites her lips until the words spill out. "Did you mean what you said...?" She asks in a meek tone.

Dash nods confidently. "Every word of it." She smirks one side of her mouth, and just to add more to it, she winks.

The little filly just beams, then turns around as she begins her journey home and to her bed, to which she'll just stay up all night and make the excuse of, "I was trying to get my staying up late cutie mark!"

But one thing crosses her mind as she's making her way back, and when she finally builds up enough courage to confront Dash again, she turns around.

"Hey uh...Rai-" She stops, looking at the standing mare who is looking straight down from the edge of Cloudsdale. Scootaloo slowly makes her way to round Rainbow Dash, lowing her head and trying to catch her face. Until...She jumps. Back first, eyes closed, tears bursting, Rainbow Dash drops off the edge of Cloudsdale and plummets down to solid ground.

"Ra-Rainbow D-Da-shh!" Scootaloo shouts, and not skipping a heart beat; several rather, Scootaloo too jumps off the cloud city.

Her screams of agony for Dash aren't even conceivable by the winds piercing by her face. This is decent speed for Dash, yeah, but Scootaloo...Is another story. She can't even open her purple eyes to find where she is going down. If she had brought her goggles, even those would have been thrown off by the immense speed she's been unprepared for. But after much struggling in the few very milliseconds she's been falling, she forces her eyelids open, even for a moment. And in that moment...she sees Rainbow Dash as a little cyan spec below her. She can't tell if she is already on the ground, or if she is falling too. With some quick glances, she can see the trees getting bigger, but not Dash. Her face is tearing perilously, and instantly evaporating away. Scootaloo shakes her head furiously, putting her front hooves ahead of her and out stretching her back legs and starts flapping her wings sporadically. She shouts, screams, moans and groans, but none of it can be heard. Whether because there's no pony around to hear, or there's no sound escaping the barrier of sound she's creating.

"Noooooooooo!" The little filly shouts as she sees Dash get smaller and smaller while the trees get bigger and bigger, until...She rockets downward, much faster than before. In moments, she is just a foot from Dash, who has her eyes closed, concealing the magenta within and falling like she is dead without needing the grounds crushing presence. Scootaloo stretches her hooves out as far as she can, just barely hitting Dash's hoof. Then her next try, she gets a hold of her left front leg with both hooves and yanks her up, forcing herself to jack her strength to the max, and just barely getting dash in her safe grip. All the while...dash opens her eyes, and in that moment, she realizes what Scootaloo is doing. the little filly is holding much more weight than she can handle; she is barely able to handle her own, so she is forced to make long, slow flaps with her wings instead of the frantic ones she always has tried. But...She gets a good curve through the air, eventually able to see the side of the trees, instead of the top and now she puts all the strength she has into one big thrust with her tiny wings, and...

Crash

Scootaloo rolls on the grass violently, just barely avoiding tree trunks in her tumble. Rainbow Dash is sent hurdling through the dirt, digging it up until she has it stacked over her cyan body.

Scootaloo wobbles up immediately, then falls once more, crying out in agony as she takes two falls in just one minute. She makes her way to the dirty, unmoving mare with audible cries, but no tears to be seen.

"R....ra...rain-...Bow Da-...sh....!" Scootaloo squeaks out in a raspy voice, falling as she gets to Dash's body. She pushes the mare onto her back and plants herself on top of her body, shaking her. "Wake up! Pl-ea....se! Wake...."

Rainbow Dash's eyes flutter barely, one not opening all the way. Both of them don't open to their full glory, but one is still almost completely closed, while the other just opens to acknowledge the orange little filly.

Scootaloo widens her eyes, putting gentle pressure on the legend of a pony below her. "Are...you okay...?" The fear stricken pony asks, her dried up tears starting to get replaced.

Rainbow Dash very slowly nods with a smile as she looks over Scootaloo.

Scootaloo breathes heavily for a minute, so many faces of emotions going past her that she can't decide on what to do first. When she talks...It comes out in all a blur to her. "You...How could you?1 You just...Jumped! After...After telling me all that? My cutie mark...You...Your cutie mark! And then...And then you just tell me that I'll be your hero...? How could you do this?! You almost died Rainbow Dash!! You almost...died. I...can't beli-"

"Scoots...You flew." Rainbow Dash mutters in a very, very weak tone that is almost unhearable, but right now, Scootaloo can hear everything. Rainbow Dash's hoof lays on Scootaloo's leg as she smiles very warmly, like Applejack's grandma.

Scootaloo just stares at Dash, now finally her soul catching up with her body as she reaches Earth. "I..." She turns her head around, seeing the sky above her that she dreads so much now. "Flew....?" She blinks a couple times, which is only matches by Rainbow Dash's single, very slow blink. While she is basking in her new found pride, she notices something...The cold hoof on her flank. She spins her head around to Rainbow Dash's Magenta eyes. "Why is your hoof cold...?" She then finds that the body all four of her legs are touching is cold. "Why are you cold?!" She shouts, glaring down at the slowly fading color of Magenta. "Rainbow Da-" She chokes up, smashing her two front hooves down on the chest of Dash, but only a sickening thud is heard. No yelp. No cry, except for Scootaloo's. "No..." She moves her head down, looking into Dash's depleting color. "No, no!" She pushes her hooves down hard on the mare's fur, messing it up just like their manes. "You...You can't..." She chokes up the last word, dropping herself completely over the depleted body of the former Equestria flier, Rainbow Dash.

As Scootaloo tries to gain her composure, she squeezes Dash close, tucking her body against hers and stuffing her face into her hero's neck. The cold doesn't effect her anymore, it never will. But she still feels lit....and She feels Dashes lifeless, bloodless, dead hoof on her flank. She sits up, weeping loudly as she moves the mare's hoof away, making a hurtful thud when it plops to the ground. Scootaloo rubs her hoof over her flank, but takes a double check, and looks down again.

"What...the..." She just stares in both awe, and absolute horror as she moves her hoof away to reveal on her flank a no-faking, absolute, ten out of ten, completely, one hundred and twenty percent real cutie mark. "I...I got...." She mumbles to herself over the corpse of her most cherished friend, basking in both horror and delight, seeing her cutie mark of a brown wing hunched over with a streak behind it. She turns her head with a smile. "Rainbow Dash! I go-" She stops herself, closing her eyes immediately when she cuts herself off. she starts crying loudly again, tears dropping over the cold, cyan fur below her. She opens her eyes unwantingly because she is crying that much, and her gaze lock with dash's. Those completely gone, black and white eyes...The only thing they show are the things Scootaloo hates right now. Her face, and the dark, blue sky behind her that seems to never, ever go away. She drops her face onto Dash's, weeping once again.

"I'm so sorry...." Takes in a deep, unconcentrated breath. "I couldn't save you, big sister...I couldn't save you."