"Now I know it's not much, but it's my own little sanctuary of song, if you'll pardon the turn of phrase," Octavia said with a small smile, waving Silver Spoon into her music room. Silver Spoon knew immediately that Octavia's assessment was wildly inaccurate. She had only to cross the threshold to sense that there was something subtly extraordinary about the little office.

It had been a bedroom once, probably intended as a foal's room, with a small closet and one outward facing window. There was no door on the closet, which had been converted into an impromptu library jammed with shelves full of musical texts and exquisitely labeled notebooks with titles indicating they contained sheet music of various genres. The window had a heavy burgundy curtain drawn across it, admitting only a muted velveteen glow. All around her, Silver Spoon could see hints and icons of the musical arts, from the blatancy of the heavy wooden bass violas and cellos perched on stands around the room, to the silent elegance of the smaller instruments hanging from the walls, to the minute details of carefully arranged spare tuning pegs and neatly organized bows resting across the pristine workbench under the window.

Silver Spoon unconsciously took a deep breath through her nose, and her eyes slowly slid closed in euphoria as the warm scent of well-oiled wood, stale rosin, and reams upon reams of old, well-worn ledger paper invaded her muzzle. It smelled of the quaint, solitary joy of the musical arts, of a bygone era of dedicated study, of patient repetition and the elation of mastery in one of the most challenging of pursuits, that of true musical genius. It smelled of dust and leather, of warmth and gentle instruction. As Octavia walked by and began to collect various sundries to begin their lesson, Silver Spoon realized with some surprise that the older mare smelled much the same, with an undercurrent of a light, delicate perfume and a general aroma of maternal comfort.

Somewhere deep in her soul, Silver Spoon felt a stir of longing she had not experienced for years, and the pleasure of the comforting scent brought with it a stab of loneliness and vacancy she couldn't ignore. Even so, she inhaled deeply, drinking in the sensations in all their terrible wonder, reveling in both the pain and the joy they brought. Her closed eyes burned with tears she couldn't explain, and it was some time before she realized Octavia had spoken again. She started slightly and blushed, blinking away the moisture. "Oh, um...I'm sorry, what was that?"

Octavia smiled. "I only asked if you had any preference for how to proceed, but I can see you were otherwise enthralled."

"Yes, I..." Silver Spoon gave the other pony a shy smile and looked down at the thick burgundy carpet beneath her hooves. "Your studio...it...it smells wonderful," she said. Her cheeks reddened further.

Octavia beamed. "Thank you, dear. Yes, I do rather enjoy the scent of the orchestra myself. The wood of the instruments, the rosin of the bow, the leaf of the paper...it does seem to have a certain magic all its own, does it not?"

Silver Spoon nodded enthusiastically. "Very much so, Miss Octavia."

"I'm glad you like it. It will make it much easier to convince you to join me for lessons if simply being in the room is pleasant."

Silver Spoon shook her head. "I don't think I'll need much convincing, no. Although..." she said anxiously, "Miss Octavia, do you really think you can teach me to play? I'm...not very good at...learning, I guess."

Octavia blinked. "Not very good at learning? My dear, whatever do you mean?"

"Well," Silver Spoon said, sitting back on her haunches and folding her ears back on her head, "I don't know how much Scootaloo has told you about me, but..."

"Scootaloo," Octavia interrupted, "however intelligent and generally intuitive she may be, is also prone to exaggeration. I tend to approach many of her...more outrageous suggestions with some caution."

"Well, I'm sure she's told you how bad I am in school, at least," Silver Spoon said darkly. "How I never finish my tests on time, how my homework is always covered with red pencil marks, how I--"

"My dear," Octavia interrupted her again, coming over and resting a gentle hoof on her shoulder, "I promise I can teach you. And, if you are willing, you can learn. I have never had a student who was genuinely interested in improving be unable to do so."

"Yeah, but..." Silver Spoon said, biting her lip nervously, "what if I'm the first? What if I just can't keep up? What if...what if I'm just...too stupid?"

Octavia frowned and sighed heavily. "Silver Spoon...what in Equestria makes you think you are stupid at all, let alone too stupid to succeed at something you actually want to do?"

The silver filly looked at the carpet beneath her hooves through eyes blurring with tears. "Because I never succeed. No matter what I do, no matter how hard I try, I never make progress. I never do well. I'm just not that smart." She looked up at Octavia from beneath her bangs. "And I don't want you to waste your time trying to teach somepony who can't learn...especially if you're doing it for free."

Octavia closed her eyes and shook her head sadly. "Oh, Silver Spoon..." She put her other hoof under Silver Spoon's chin and gently lifted the filly's face to meet her gaze. "Sweetheart, I know school hasn't been easy for you; Scootaloo has made that much painfully clear." Silver Spoon looked away again, her eyes burning with unshed tears. "But this isn't school. This isn't something you will be tested and graded on. This is something you do for your own pleasure. You can improve at your own pace, and no matter how slow that may or may not be I will stay by your side, patiently watching, helping, and coaxing you along every moment of the way."

Silver Spoon looked the older mare in the eyes, the tears finally breaking free and rolling down her cheeks. "I don't want to fail again."

The hoof under her chin slowly rose up to her face and wiped the tears away. "You won't," Octavia said, her voice quiet yet supremely confident. "I won't let you."

Silver Spoon sighed, closing her eyes and letting the motherly caress of Octavia's hoof soothe her fraying nerves. "Alright. Alright, Miss Octavia," she said. "I believe you."

"Good," the grey mare said, smiling. "Now, let's start over, shall we?" Silver Spoon nodded. "Did you have any specific goals in mind for these lessons? I don't know how much progress you made with your other...ugh, teacher," she said, very nearly rolling her eyes, "but there are many paths we can take, and many destinations to seek."

"Oh," Silver Spoon said, "I...I'm not sure, actually. I...we never really discussed 'goals'. He just...showed up, and we'd...practice, I guess."

"I see," Octavia said, her tone dark. She took a deep breath through her nose. "Well, while that is certainly a way to learn, it is not, in my opinion, the ideal way to learn."

"I'm sorry..." Silver Spoon winced.

"Oh, no no no!" Octavia exclaimed, waving an alarmed hoof. "I didn't mean...it's not your fault, dear, not at all! You are the student, your responsibility is no more than to learn and be taught. The onus is on your instructor to guide you, to help you select a path, and then lead the way to your chosen destination. It is never to expect you to plot your own course, and stand idly by while you struggle to find your way." She cleared her throat and sat back on her haunches, holding up a hoof to indicate one of her violins. "Silver Spoon, these are called instruments for a reason. They are not the source of music, they are merely the tools with which the musician expresses the music they feel inside." She held a hoof to her chest, her voice intensifying as she spoke. "That music is deeply rooted in your soul, and it is a terrible, beautiful magic to wield. But it is complex, and the difficulty in casting the spell of music is exceptional in its scope. My task as your teacher is to help you find that music, and to give you the skills necessary to produce it."

Silver Spoon watched the grey pony speak, entranced by the fervor and the sincerity of her words. The depth of Octavia's passion for her talent and her desire to share that passion was woven into every sentence, and her voice trembled very slightly as she continued. "These instruments are not easy to wield, and it is possible that no pony could ever hope to truly master their power. But even that weakness is a part of the magic. Every missed note, every scratch of the bow, every knock of hoof against wood is a part of the song, and no two will ever be identical." She pointed now at Silver Spoon, who recoiled slightly from the intensity of the speech. "You have this selfsame magic within you, Silver Spoon, and I want to bring it out. I want to find out what music there is residing in your soul. Together, we are going to discover what spells you have locked within you, and then we will cast them for all the world to see." Octavia stood up and leaned forward, her gaze piercing and profound. "Are you ready to seek the magic of music with me?"

Silver Spoon jumped to her hooves, an elated grin on her face. "Yes! I want to find the music in me!"

"And we shall!" Octavia said with a flourish. "Now." She suddenly settled back to her haunches and returned to her demure expression of calm, leaving Silver Spoon stunned to find herself panting slightly, with heat coursing through her veins and her heart pounding in her chest. "As I said before, there are a few directions we can go, and I'm curious about what you were hoping to achieve. Any goal is fine, as long as it's somewhere you want to be."

Silver Spoon blushed as she settled back to her haunches on the carpet, still bemused to find herself so thoroughly excited by Octavia's words. "Well...like I said, I enjoyed the cello, sort of. I just never really got very good at it. I mean, I've heard some really pretty cello music, but..." Her eyes lit up. "But what I really like is viola music. It just seems so...light and happy and beautiful."

Octavia beamed. "So would you like to learn to play the viola, then?"

"Can...can I?"

Octavia nodded. "Of course. I can teach any of the instruments in this room. I can even teach a few others I don't have here, if you're particularly adventurous."

"Really?" Silver Spoon said. "Like what?"

Octavia tilted her head, looking away as she thought. "Oh, the harp, the lute, the lyre, the guitar, the banjo..." She held up a hoof and started tapping out the next few instruments. "The sitar, the violotta, the psaltery..."

Silver Spoon blinked, stunned. "Wow...you're, like...a musical genius, aren't you?"

Octavia chuckled softly, holding a hoof to her muzzle. "Oh, my...I wouldn't say that. I just find myself drawn to stringed instruments. I do so love the sensation of a vibrating string, and the tone produced is possibly the purest, the most variable of all music."

"Could you teach me more than just one instrument, then?"

The older mare nodded. "Of course, but you must learn how to play one, first." She got up and walked over to the wall where several of the instruments were hanging and nosed two of them down into her hooves. "Now, viola." The earth pony offered one to Silver Spoon, who hesitantly held out her hooves to take the instrument. "The viola is the middle voice of the violin family, an octave higher than the cello and a touch lower than the titular violin. It is not the easiest of the family to play, primarily due to its size, being somewhat larger than the violin, but not large enough to rest on anything. You must still hold it against your shoulder, like so." Octavia effortlessly pushed herself up onto her hind legs and placed the viola on her left shoulder, holding the neck in her hoof. "Can you stand like this for very long?"

Silver Spoon pursed her lips. "Um...I don't know...maybe? I usually had my cello to lean on."

Octavia frowned. "A habit that your instructor should never have let you fall into. Leaning upon one's instrument is neither good form, nor healthy for either of you. Anyway, there is nothing to lean on with the viola, so your first steps will be to learn how to stand up on your back legs for an extended period of time. Don't worry," she said, "you won't have to go straight from four to two legs immediately, nor will you have to put off your lessons until you can. Standing like this is not something most earth ponies--or really any ponies--do with any regularity, so there are plenty of training braces to help you stay upright while you play until you gain the strength and balance to stand without assistance." She inclined her head at Silver Spoon, still effortlessly balancing on her hind legs. "Go ahead and give it a try. Let's find out how long you can stand unassisted."

Silver Spoon nodded and gently set the viola in her hooves aside. Then she pushed off the carpet with her forelegs and reared back, pausing just at the top of the movement. Holding her hooves out in front of her to counterbalance her suddenly shifting weight, she managed to find her center and stood, somewhat shakily, on her back hooves.

Octavia beamed at her. "Excellent! How long do you think you could hold that pose?"

"Uh," Silver Spoon said, her voice quavering, "not very long, I don't think. I can already feel my legs getting shaky."

"That's alright," the older mare said, nodding. "Go ahead and relax. I'll set up a brace for you later. We'll work on less physical tasks in the meanwhile." She settled easily back to four legs, laying her instrument aside. "Can you read music?"

Silver Spoon nodded. "Yeah."

Octavia stroked her chin for a moment. Then, she retrieved a sheet of music from a music stand in the middle of the room and offered it to Silver Spoon. "I know this is very complex, but I just want to make sure you can identify all the elements. Take a look and see if there's anything you don't recognize."

Silver Spoon looked at the page. It may as well have been written in Griffish. A few of the notes and letters stood out to her, but many of them had extra lines and symbols all around them that she didn't recognize at all. Even the page itself was littered with strange terms and icons she had never seen before. The silver filly blushed and said, "Um...well, maybe I can't read it after all..."

Octavia smiled kindly. "Not to worry, dear. I suspect you can read some basic music, and that will be very helpful while learning, but I hope you won't mind if I proceed to teach as if you couldn't read it at all."

She shook her head. "No, ma'am."

"Wonderful. Well, then, I believe it is time for you to experience your first real music lesson." Octavia grinned, picking the viola back up and holding it against her shoulder, no longer standing up, but instead sitting back on her haunches. "Are you ready to begin?"

Silver Spoon smiled, mirroring the older mare's pose with her own instrument. "Ready."

The two spent the first half of the lesson learning how to properly hold the instrument and the bow, and how to maintain the proper posture, even though they were currently only sitting on their haunches, instead of standing upright. This proved challenging for the young mare, who fell over a few times as she lost her balance or simply became exhausted trying to keep herself vertical. Whenever she became too tired to stay up, they switched to studying music, learning the various symbols and icons, as well as discussing some of the finer points of basic music theory.

The second half of the lesson actually involved some playing, much to Silver Spoon's elation. The viola in her hooves had thin strips of tape across the hoofboard indicating where to press on the strings, and Octavia taught her what note each strip represented. The last fifteen minutes were nothing but careful, guided bowing of the notes, and just before Octavia ended the lesson, she produced a single sheet of music and told Silver Spoon to play the song on it.

After she recovered from the shock and initial terror of being instructed to play a complete song on a brand new instrument at the end of her very first lesson, Silver Spoon took a deep, steadying breath, laid bow to string, and actually managed to play the short ditty with no errors or hesitation. Teacher and student celebrated this ostensibly minor achievement with an impromptu hug from which Silver Spoon retreated with mortification at her own forwardness.

Octavia simply smiled and laughed it off. "Don't worry at all, my dear. Any achievement you feel is worth celebrating, I will gladly celebrate with you in whatever fashion you would like. Besides," she said with a wink and a ghost of a smile, "I do rather enjoy receiving hugs. Unfortunately, I am afraid we are just about out of time for the afternoon," Octavia said, glancing at a delicate golden carriage clock sitting on her workbench.

"Wait, we are?" Silver Spoon asked. She checked the timepiece and was stunned to find that an hour and a half had already elapsed. "But...but it felt like...like no time! Like fifteen minutes or something!"

Now, Octavia chuckled softly, carefully wiping down her viola before lifting it back up to its spot on the wall. "I am very happy to hear you say that. I can only truly consider my lessons successful if I leave my students surprised that they have ended." She gestured towards the viola in Silver Spoon's hooves. "Would you like to borrow that to practice with at home? I have several, as you can see, and I would like you to be able to practice when we cannot meet."

Silver Spoon looked down at the viola. It was a magnificent specimen, a deep, dark chocolate-colored body trimmed in clean white ivory, with a dark black hoofboard under the taut, shining silver strings. There were no scratches or divots in the body, and the finish was clean and flawless. Octavia clearly purchased and cared for her instruments with supreme attention and diligence. Silver Spoon shook her head fervently. "Oh, no, I couldn't. Not something this nice."

Octavia waved a hoof dismissively. "Nonsense, dear. That one is a teaching instrument. It has seen many, many young ponies' hooves, and is not at all concert-quality."

Silver Spoon gaped at the viola. "But...but it's beautiful!" she exclaimed.

Octavia smiled. "Well, I appreciate that assessment; I do try to take care of my instruments, after all. Still, just because it looks nice doesn't mean it is nice. Appearance is only fur-deep, after all. Here," she said, walking over to the wall again and nosing down the instrument highest and furthest from the door. Unlike the others, this instrument was kept in a case, and hung by the straps. Octavia rested the case on the carpet and carefully pulled open the zipper keeping it closed. "Tell me what you think of this," she said, nosing the case open and revealing the instrument inside.

Silver Spoon raised an eyebrow at the sight. The violin inside the case was possibly the ugliest instrument she had ever seen. The body was pitted and scored, with terrible scratches visible all along the finish. The ivory of the trim was yellowed and dull, the tuning pegs were matte black and square, and the hoofboard was dull greyish and badly marred by age. "That looks awful," Silver Spoon remarked frankly. "Why do you even own a violin like this?"

Octavia smiled pleasantly as she lifted the instrument out of the case, standing back on her hind legs and lifting the bow in her other hoof. "Because, my dear, looks can be terribly deceiving." With this, she drew the bow across the strings.

With the very first note, Silver Spoon felt her mouth fall slack. The brutally ugly violin had one of the most beautiful voices she had ever heard. The notes were crisp and clear, and yet somehow mellow and sweet. There was no scratch of the bow, no twang or shriek. The instrument sang as though possessed by a spell of its own, and Silver Spoon genuinely expected to see a glow of magic surround the strings as Octavia played. The rich tone utterly filled the small room, and the young mare could feel it resonating within her chest. Too soon, Octavia raised the bow from the strings and slowly lowered the violin from her shoulder, a small smile on her face. "You see? This instrument is one of the finest I own, despite its tragic appearance."

"But...but…" Silver Spoon sputtered, "couldn't you..I dunno, repair it? Polish it? Something?"

Octavia nodded. "Yes, I could. But I won't, for a few reasons. Firstly, while it is excellent, this isn't the best instrument in my collection, it is merely a backup for practice purposes, and therefore isn't required to look nice. Secondly, it would cost me a great deal of time and bits to restore it, both of which are better spent elsewhere. But finally, and perhaps most importantly, I use it for exactly what I just did for you." She looked down at the instrument with a fond smile. "Every time I glance up at my wall, I see this case, and think of the violin inside, and remember that outside appearances are but a veneer upon that which makes us who we truly are." Octavia gestured at the viola in Silver Spoon's hooves. "And that one, while perfectly functional, is not as sweet and beautiful as its facade would suggest."

She gently placed the unsightly instrument back in its case, closing the lid and putting it back up on the wall. Silver Spoon pondered the viola in her grasp with a skeptical expression. "What makes one instrument better than another?"

Octavia gestured towards the door to the hallway. "An excellent question. First, though, it's almost time for supper. I'll tell you about it while I prepare. In the meanwhile, leave that one here in the studio. When you leave, you can take it home with you."

"Okay," Silver Spoon said, setting the viola aside as she followed Octavia out and into the kitchen, where the older mare began to collect various items to prepare the meal. She watched awkwardly for a few moments before asking, "Would...would you like help?"

"Actually," Octavia said with a smile, "that would be wonderful, yes. Thank you, Silver Spoon. If you wouldn't mind chopping all of these--" she slid a bowl full of various whole vegetables across the counter at her, "--and putting them back in that bowl, you would save me a great deal of time."

Silver Spoon nodded and did as she was asked. While the two mares worked, she asked again, "So, what makes one violin better than another?"

"Well, it may sound silly, but I firmly believe that the things which define an instrument's quality are the same as those that define a pony."

Silver Spoon raised an eyebrow at her. "What do you mean?"

"Well, while the initial stock is obviously very important, more important is the care with which one forms and builds the instrument. Great stock can be ruined by rough or careless handling while the violin is in its formative stages. Similarly," she said, "any pony, no matter how high their social standing or their wealth, can be badly damaged by careless rearing."

Silver Spoon felt a stab of shame at the metaphor. She suspected Octavia may be speaking about her, but she didn't say anything, lest she accidentally offend the older pony, and lose her chance to continue her lessons or to come over to work with Scootaloo. Octavia didn't seem to realize anything was amiss. "Conversely, even the most mundane of stock can be made to create beautiful music in the hooves of a truly dedicated and patient craftspony. And likewise can ponies of...mediocre origins be made great by proper care while they are being raised.

"And in both cases," she continued, "it is impossible to tell on sight whether the instrument--or pony, as it were--is capable of great things, or whether they are damaged beyond repair." She smiled warmly down at Silver Spoon. "Of course, there are very, very few of either instrument or pony that cannot be rescued with proper care."

Silver Spoon's ears folded back on her head, and she looked sadly into the bowl of vegetables. "I don't think I can be rescued."

"Nonsense," Octavia said simply, carefully picking up a large frying pan and setting it on the stove before filling it with vegetable oil and turning the heat on. "You simply need to realize that you can be greater than you think. And then you need somepony to help you get beyond what you can reach on your own."

Silver Spoon thought about this for a moment. "Are you sure?" she asked tentatively. "I'm...I don't know how good I can be."

Octavia smiled. "Scootaloo believes differently, you know."

Silver Spoon blinked, surprised. "Wait...she does?"

Octavia nodded. "Very much so. She is both extremely impressed by your progress and frustrated by your continual doubts in your own abilities." The older mare chuckled. "Of course, Scootaloo has never lacked for self-confidence, so it may be difficult for her to appreciate exactly how it feels to be afraid of your own failures." She glanced sideways at Silver Spoon, a hint of understanding glinting in her eyes. "But I know it's hard to see yourself succeeding if you haven't experienced it in some time."

Silver Spoon frowned sadly at the parsnip in her hoof. "Yeah...it's been nice, these past couple days, just...doing things right for once. But I can't help but wonder when I'm going to hit another wall, and just stop improving." She closed her eyes, fighting the tightness in her throat. "And I'm scared that Scootaloo's going to get sick of trying to teach me if I can't learn anymore."

Octavia put a hoof around Silver Spoon's shoulders and squeezed her tightly. "She won't, dear. There is only one thing I think Scootaloo is genuinely unable to do, and that is to give up on a problem, especially if there's another pony hanging in the balance."

Silver Spoon melted a little in the hug. How long had it been since she'd been embraced like this so many times in the same day? She couldn't even remember the last time she had been hugged once by somepony who wasn't Carillon or Diamond Tiara...and even Di's hugs had become more perfunctory and clinical recently…

Octavia smiled as she took the bowl full of chopped vegetables back and began to dip the slices into a batter she'd prepared while they'd been talking. "And of course I won't give up either, although I suspect you may be more concerned about keeping Scootaloo's interest than mine, hm?"

Silver Spoon looked up at her with a cautiously neutral expression. "Why?"

"Well, because she's your age, obviously," Octavia said. She was dipping the battered slices into a pan full of breadcrumbs, and then tossing them carefully into the hot oil on the stove. The oil hissed furiously and the breaded slices steamed as they fried. "And as sweet and pleasant a filly as you are to teach and converse with, we could never be friends quite the same way, could we?"

"Scootaloo and I aren't friends," Silver Spoon said reflexively. Octavia gave her a skeptical look, and the filly sighed. "Well, okay, we are...but I was kind of hoping to keep it a secret for a little while."

"A secret? Whatever for?"

"Well…" Silver Spoon said, tapping her hooves together nervously. "My other friend is kind of...jealous. Actually, she's very jealous."

"Jealous," Octavia said. "Of...your other friends?"

Silver Spoon shrugged. "I don't have any other friends besides her. So I guess she's just jealous of me having other friends at all."

Octavia blinked. "You don't have any other friends besides one jealous one?" Silver Spoon nodded, and Octavia's expression fell into a frown. "Forgive me, dear, but that doesn't sound particularly...pleasant."

Silver Spoon shook her head sadly. "It's not. And it's not like I haven't tried, but...I don't really like talking to other ponies much. I get really nervous and I sound stupid and I just give up, unless Diamond Tiara is there with me. But Diamond Tiara kind of...scares other ponies."

"Scares them?"

Silver Spoon nodded. "She's pretty intense. She's got a very forceful personality, and she likes having things her way. It's a tough combination to get used to."

"I can only imagine," Octavia said dully. "So she likes having things her way, and she's jealous of you having other friends, so...do you just always do what she wants, then?"

Silver Spoon shrugged. "Mostly, yeah."

"What about what you want?"

The silver filly raised an eyebrow at her. "What about it?"

"Well, do you ever do what you want when you're together with her?"

Silver Spoon tilted her head, thinking. "Sure, sometimes. I mean, Di and my interests do intersect a lot, although…"

"Although?" Octavia prompted.

"Well," Silver Spoon said, blushing, "there are a few things I like to do that we never seem to actually get around to."

"Such as?"

"Well, I like to dance," the filly said, her face reddening further. "And not just ballroom dancing, although that's nice sometimes. But more often, I just like to play, like, jazz and big band music that's a little faster, and just...I dunno, just dance, you know?"

Octavia smiled broadly, nodding. "Absolutely. Dancing with abandon is quite pleasant. Even I will indulge from time to time...although I tend to keep that under wraps," she added with a conspiratorial wink. "It would rather damage my sophisticated reputation if ponies knew I liked to, ah...let my mane down and 'shake it', so to speak." Both ponies giggled at the way Octavia pronounced the phrase, clipped and primly. "Anything else you like to do but don't get much opportunity for?"

Silver Spoon thought for a moment. "Well, I do like games...board games, video games...although I really haven't gotten much of a chance to play in a while. My father thinks games are a waste of time, so I've only ever gotten to try them at Diamond Tiara's house, and only a few times a while ago before Di decided she didn't like them anymore."

"Interesting," Octavia said with a small smile. "You know, it sounds to me like you and Scootaloo might share more interests than you think."

"Really?" Silver Spoon said.

Octavia nodded. "Absolutely. Scootaloo loves to play games. You should ask her to show you her board game collection some time. And of course since Vy loves video games, we have a substantial stash of those, as well. You are certainly welcome to come by and play any time you like, as long as you don't accidentally erase any of Vy's save progress, of course." She gave Silver Spoon a meaningful look. "Trust me, that is not a crime you want to have to answer for."

Silver Spoon giggled. "I'll be careful." She hesitated for a moment before asking, "Do you really think Scootaloo would want to play games with me?"

"Of course she would, dear," Octavia said. "You did just admit you consider yourselves friends, didn't you?"

"Yeah, but...I dunno, I just wasn't sure that was part of being friends, I guess."

Octavia shook her head. "Dear, I think you may need to reconsider what being friends truly means. I won't tell you that you should abandon your friendship with Diamond Tiara, but I will say that doing what she wants and not having any other friends is not what being a friend is about." Silver Spoon considered this quietly for some time. Eventually Octavia broke the silence again, saying, "So, I know you and Scootaloo haven't always gotten along very well…"

Silver Spoon snorted lightly. "That's quite the understatement."

The older mare smiled. "Well, something must have changed if you consider yourselves friends now."

"Oh, yeah," Silver Spoon said. "Actually, I dunno...I guess the biggest change is just that we stopped going after each other all the time."

"Funny how that works sometimes," Octavia said with a smile and a mischievous glint in her eye.

"Honestly, we just never really had much opportunity. Scootaloo and I didn't really get along, but Scootaloo and Diamond Tiara hate each other, and they always have. It's at least as much Di's fault as Scootaloo's," she said as Octavia frowned darkly. "But they just...can't seem to let an opportunity to get one up on each other go by. And of course when Diamond Tiara and Scootaloo are at each other's throats, I have to pick a side, and I always pick Di. The Crusaders always pick Scootaloo, and that's how the fights always go."

"But without Diamond Tiara and the other Crusaders in the picture?" Octavia asked as she finished stacking the fried vegetable slices on a platter, placing a paper towel in between the layers to soak up residual oil.

Silver Spoon shrugged. "I guess without them, Scootaloo and I don't really have much to argue about. She's been really helpful...in a lot of ways, actually," she said, more to herself than to Octavia.

"I'm glad to hear that," Octavia said with a smile. "I was worried she might not be able to put your differences aside and work together at all, let alone actually befriend you. I'm extremely pleased she did so, of course; you are a wonderful young mare, kind, thoughtful, grateful, and charming. Scootaloo is very lucky to be able to call you her friend."

Silver Spoon blushed deeply at the praise and considered for a moment all she had gained and experienced in the past few days since she found herself being forced into Scootaloo's company. She thought back on the conversations they'd shared, the kind words Scootaloo had offered her, and the unexpected, unforgettable comfort she'd received at one of the lowest moments she had had in some time. The filly shook her head, smiling. "With all due respect Miss Octavia, I think I'm the lucky one in this friendship."

"Hey Rainbow," Scootaloo said as soon as they left the restaurant, mercifully no longer mobbed by waiting ponies, "I know it's not...proper to ask about money, but--"

"Then don't," Rainbow said, smirking. "It was my treat, right? Don't worry about it."

"Still," Scootaloo persisted, "that seemed like a lot of bits. Are you sure--"

"The Wonderbolts are the number one stunt squad and racing team in Equestria. You didn't think we did it for free, did you?"

"Well, no, but--"

"Relax, kid." Rainbow flashed her a confident smile. "You're worth every bit, remember?" Scootaloo blushed and smiled at the ground. "Now," the older mare continued, "you had something private you wanted my advice on."

"Oh, yeah...um...can we wait until we're at your house?" Scootaloo asked, the cool evening air intensifying the sensation of heat on her cheeks as the blush deepened. "I...don't want anypony to overhear."

"Sure we can. Hey, you wanna fly there?" Rainbow asked, grinning widely. "I bet it's been a while."

Scootaloo's wings suddenly popped open and she nodded enthusiastically. "Buck yeah I do!"

Rainbow laughed. "Well come on, then, squirt. Let's hit the sky!" The blue pegasus spread her wings wide, and with a single thunderous flap, she took off, sending a small shockwave through the air around her. Scootaloo stumbled a little as the wave hit her, and before she had fully regained her balance, she felt a pair of strong, swift hooves catch her under her forelegs from behind. The next moment, she was sailing through the air, the wind whipping through her mane and the distinctly strange sensation of having nothing under her hooves swooping through her stomach.

After some reflexive flailing, Scootaloo adjusted to the fact that Rainbow Dash had picked her up and was now carrying her through the air, the older pegasus' powerful wings completely unfazed by the added weight of another pony--even one who weighed as much as she did. Scootaloo grinned and spread her own wings wide, just like she used to, before Rainbow Dash had gotten too busy with training and testing to fly with her anymore. For a moment, she imagined nothing had ever changed, that Dash still lived in Ponyville, that they still got to hang out every so often, and that she still had a regular source of flight that she didn't have to pay for or build herself.

Tears streamed from her eyes as the rushing air seared them with cold, but she kept them open nonetheless, eagerly drinking in the phenomenal magic that was unassisted flight. Granted, Scootaloo herself was obviously being carried, but she and Dash had flown together so often that the older mare seemed to simply read her young compatriot's mind, and the two flew as one. With hundreds of test flights under her wings, Scootaloo had learned how to help her idol fly, rather than simply being dead weight for her to struggle with. She carefully tilted and adjusted her wings to amplify the other mare's lift characteristics, to turn herself into a kite instead of a boulder. She leaned into the curves and trimmed her long, powerful ailerons to give her pilot even more precise control of their flight. She glanced up at Rainbow Dash's face with an elated grin, and was supremely pleased to see the Wonderbolt smirking down at her. "Nice! Just like old times, eh squirt?" she asked, shouting over the whipping wind.

Scootaloo beamed and nodded, reveling in the memories rushing back to her as they flew. She spread all four of her legs out as if she were really flying free, imagining that she was controlling their path of flight. Rainbow Dash took the hint and began to fly more loosely, letting Scootaloo's deft adjustments dictate their path through the sky and merely providing the lift that Scootaloo's body couldn't muster. They climbed and dove in long, sweeping curves. Scootaloo pulled them up into a swift, jarring wingover maneuver, and at the top of the yaw turn suddenly flipped into a long, looping barrel roll that tightened as they dove until she was straining at the shoulders to control the ripping force of the high-speed aileron roll.

With a snap of her powerful wings, Scootaloo cut their speed and instantly counter rolled to pull them back to level flight. With a gentle nudge in the ribs, she indicated to Rainbow Dash that she should put on a burst of speed, and the cyan mare eagerly obliged. Scootaloo felt the the muscles of Rainbow's powerful obliques tightening fiercely as she drove her wings through the air, catching massive gusts of wind and forcing them through the atmosphere at a tremendous pace. Once they had gained some speed, Scootaloo suddenly angled her wings and sent them into a screaming zoom climb, letting their momentum and Rainbow's diligent propulsion carry them up into the late evening sky, through clouds burning orange with the setting sun's rays until they were so high that the air began to chill and thin.

For a fraction of a second at the top of the climb, where even Rainbow's strength began to fail, her wings no longer capable of purely vertical flight, Scootaloo glanced down to see Ponyville so far below them that it may as well have been a model. Tiny twinkling fairy lights ignited in the fading darkness of early evening and nearly invisible ponies dotted the dimly lit streets as miles above them Scootaloo was exulting in the majesty and heartbreaking wonder of flight. Then, the moment passed, and with a carefully controlled hammerhead turn, Scootaloo yawed the aerobatic pair back towards the ground, turning them so they could watch the Earth rush up at them from miles below. Scootaloo's stomach disappeared as they fell, her body pressed firmly back against Rainbow's. The contact was at once comforting and terrifying. Rainbow Dash's forelegs wrapped tightly around her chest and held her securely as they dropped, the Wonderbolt intentionally folding her wings back to reduce drag and allow them to achieve maximum dive speed.

Scootaloo took the hint and let her wings fold back as well, carefully curling them to maintain control of the fall, but without letting them catch the air and slow them down. The wind rushed by at a terrifying pace, whistling and then screaming in her ears as it tore at her mane and tail. The lights began to take form as street lamps, the buildings swiftly becoming recognizable, and still they fell. Ponies began to notice and look up at them, the letters on signs became readable, and still they fell. Then, as if on a silent cue, both pegasi opened their wings at the same moment, instantly snapping to their full span and catching the atmosphere in the broad, impenetrable canopies of feathers, muscle and sinew. The hurtling dive was transformed at once to a shrieking flyby, executed at an altitude so low that Scootaloo could see the whites of the eyes of the shocked crowds below.

"Wooohooooo!" Scootaloo exclaimed, unable to contain her excitement any longer. Above her, Rainbow laughed and hugged the elated young mare tightly to her chest before trimming their flight to angle towards the mountain of low-hanging clouds in the distance that served as Rainbow's Ponyville home.

Sooner than Scootaloo would have liked, they were pulling up short at the edge of the cloud terrace, and Rainbow dropped Scootaloo down onto the misty white floor. Despite being unable to fly, Scootaloo still possessed pegasus magic, and could walk on the clouds without issue. The orange pegasus took a deep breath, inhaling the moist, frosty air that hung around the wispy white architecture. It had been several months since she'd had an opportunity to walk on the ethereal construct, and she took full advantage of the moment by frolicking a little among the cottony vapor, kicking up little tufts of the cloud as she danced in a circle.

Rainbow Dash laughed as she watched, hovering in the air above the younger pegasus. "Been a while, huh squirt?"

Scootaloo grinned broadly up at the other mare. "Yeah, I don't usually bother anypony else to fly me up here just so I can play around. It feels kind of silly to bum a ride from another pegasus just so I can roll on a cloud for a while."

Rainbow shrugged. "Doesn't sound silly to me. I love the way clouds feel under my hooves, and sleeping on them is the most comfortable thing in the world. You do get used to it, though," she said with a hint of sadness in her voice. "It's just not that magical when you spend every single day walking on clouds and sleep every night on a cloud mattress."

Scootaloo pondered this briefly while she rolled around on her back on the clouds, reveling in the chilly bite of the cold vapor seeping through her fur and feathers. "I hadn't really thought about that."

"Too much of a good thing, kid." Rainbow flew down and opened the door to her house, gesturing for Scootaloo to follow her inside. "I know you hate not being able to fly, but there are a few little things that you get to experience that other ponies don't even know are possible."

Scootaloo rolled back to her hooves, shaking out her slightly damp fur and walking into the cloud home. The slamming door behind her was oddly muted in the heavy atmosphere of the living room. The thick cloud walls absorbed most sounds, leaving the house sounding strangely dull most of the time. The floor was springy and cool, leaving tiny droplets of dew on her hooves.

The living room was furnished exactly as it had been the last time she'd seen it. A sofa dominated the center space of the room, across from a large entertainment center and framing a low coffee table between them. All three were enchanted to stay on top of the clouds, as was all the rest of the furniture that either couldn't be crafted from clouds, or that Rainbow simply didn't want to bother making and remaking as they dissipated. It took powerful magic to maintain the integrity of low-hanging cloud constructs; Rainbow's home had been specifically enchanted to hold its shape while she was away--by the Princess Twilight Sparkle herself, no less.

The blue pegasus flew in a tight circle around the ceiling before dropping heavily onto the couch, splaying her forelegs wide and leaning back into the cushion. "Ah, man, it's good to be home…" she said, sighing.

Scootaloo smiled and trotted over to join her, climbing up on the sofa and settling down on the cushion. "It's just like you never left. Look," she said, pointing at the coffee table with a smirk. "There's even some vintage dirty dishes."

"Yeah, I guess I...ah, never got around to cleaning up," Rainbow said sheepishly.

Scootaloo giggled. "Yeah, well, in your defense, you did have a lot on your mind the night before you left."

"Speaking of having things on the mind," Rainbow said, raising an eyebrow at her, "what is this super secret problem you want my advice on?"

"Oh, right..." Scootaloo's heart skipped a beat. Faced with finally having the opportunity to ask the question, she found herself suddenly terrified to actually say it out loud. She spent a few futile moments trying to find the best, least awkward way of phrasing the query. Eventually, she just took a deep breath to calm her suddenly racing heart and asked, "So, um...you like mares, right? I mean, you know..." She blushed and mumbled, "Sexually."

Rainbow Dash blinked in surprise. "Uh, well...yeah. I mean, you knew that, didn't you? It's not exactly a secret."

"Yeah, I just..." Scootaloo floundered a little, still struggling to find a way to ease into the conversation. "I mean, you don't just like mares, though, do you?"

Rainbow shrugged, still speaking slowly in her confusion. "No...I like stallions too, sometimes. I prefer mares, but...why? What's this all about, Scoots?" Rainbow asked, raising an eyebrow at her.

Scootaloo gritted her teeth. The blush on her face radiated heat that she was sure Rainbow could feel from across the couch, but she squeezed her eyes shut and continued. "Wh...when did you first realize...that you were...you know...like...like that?" she finished, wincing at the quaver in her voice and opening one eye to see Rainbow's reaction.

Rainbow Dash's eyes widened suddenly, and then her face softened into a pleasant, knowing smile. "Ahhh...gotcha. Well," she said, rubbing her chin with a hoof, "I don't know if there was a specific moment, really. I mean, it never occurred to me to worry about it one way or the other. My folks were cool with it, I knew my mom had had a couple fillyfriends when she was younger, before she met my dad, so it wasn't like I had to be worried if I decided to date mares...I guess my biggest problem was just that my first serious long term relationship was with a griffon, instead of a pony."

"Gilda, right?" Scootaloo asked. She'd heard the story before.

Rainbow nodded. "I think that sort of set my folks off, but not because she was a chick. If I had to try and pinpoint it, I guess it was back in Speedsters flight camp. I hadn't ever really been interested in mares before, but there was this one filly, Firefly...man, she was something else; pretty, athletic, fun..." Rainbow shook her head at the memory. "If anypony really stoked the fire for other females in me, she was the one. Anyway, I was about your age at the time...maybe a little younger."

"I see..." Scootaloo said. There was a long pause. Rainbow Dash watched Scootaloo sitting silently on the sofa, her eyes half-lidded and a small, patient smile on her face. She was waiting, Scootaloo knew. Rainbow had figured out what Scootaloo was about to say, and she was giving the younger mare time to muster the courage to actually say it.

Scootaloo wasn't entirely sure how to feel about this. Part of her was desperately hoping Rainbow would break the silence first, ask the question and force her to answer, so she didn't have to actually find the strength to say what she was thinking on her own. The other part was extremely grateful for Rainbow's patience, knowing that she was doing it because she realized this was hard for Scootaloo to vocalize, and letting her find a way to say it in her own time. After a few minutes, the young orange pegasus took a deep, steadying breath and said, "Rainbow...I...I think I...like mares."

Rainbow Dash simply smiled. "That's cool, Scoots. You know there's nothing wrong with that. If that's who you are, then that's who you are. Nothing to be ashamed of at all." The smile widened and she leaned across the couch to rub her hoof through Scootaloo's mane. "Still, I know it probably wasn't easy for you to say that out loud. It means a lot that you felt comfortable telling me." The smile twisted a bit into a shallow smirk. "Though I have to be honest with you, it doesn't surprise me at all."

Scootaloo blushed and smiled back. "Yeah, well...to tell you the truth, I think I've known for a while now. I guess I was just kind of...hiding from it."

Rainbow nodded. "Yeah, I totally understand that. It's a pretty big deal, and it's not something you just take in stride. I'm proud of you for taking it as well as you seem to be. Not everypony could be so courageous."

Scootaloo smiled shyly at the praise. "Even if my parents are two mares who've been together longer than I've been alive?"

The blue pegasus grinned. "Especially then. Who wants to be anything like their folks anyway?"

Scootaloo giggled softly. "Yeah, I guess...still, it was hard to accept. More than anything, it just seemed kind of...wrong. I mean, all the earth ponies in town are kind of weird about it, and Apple Bloom--"

Rainbow waved a hoof dismissively. "Earth ponies are weird about lots of stuff. Especially the down-home family-farmy ones. You can't let what they say change who you are."

"No, I guess not," Scootaloo said quietly, "but it does kind of suck if..." She trailed off, embarrassment choking off the rest of the statement.

"If?" Rainbow prompted.

Scootaloo fidgeted for a moment, her cheeks turning pink. "If the mare you have a crush on is an earth pony."

Rainbow nodded solemnly. "Apple Bloom."

Scootaloo blinked, momentarily bemused. "Wait, what? Apple Bloom? No, no way. I wasn't...no, it's not Apple Bloom," she said, holding up both hooves defensively.

Rainbow raised an eyebrow at her. "Really? I would've thought for sure..."

Scootaloo shook her head. "No, it's not one of the Crusaders. That one time didn't count. We were young and curious and it was more friendly than anything. Besides, even if it was a Crusader," she continued, blushing more intensely, "it would be Sweetie Belle, not Apple Bloom."

"Is that so?" Rainbow asked, a ghost of a smirk on her muzzle.

Scootaloo nodded sheepishly. "Yeah. I mean, she's been my best friend forever, she's really pretty and kind, and she's got the most amazing voice and figure and hair, and..." She trailed off as her heart started to thump and a surge of heat flooded through her haunches, bringing a renewed blush to her cheeks.

Rainbow grinned. "Sounds like an earth pony's just one of the girls you have a crush on."

"I don't have a crush on Sweetie Belle!" Scootaloo insisted, cursing the warmth in her face and flanks for betraying her. "Besides," she added more quietly, "she's not interested in mares like that."

"How do you know?"

Scootaloo looked away, a sinking sensation spreading through her chest. "Because I asked."

"Ah, I see," Rainbow said, her voice quiet and understanding.

"Yeah," Scootaloo said. "It was sort of an off-the-hoof discussion, just...we were talking about Starlight and Trixie, and I asked if she thought she could ever see herself with another mare like that, and..." She sighed and shook her head. "Her reaction wasn't exactly reassuring."

Rainbow Dash smiled sympathetically. "Were you hoping for a more positive reaction?" she asked.

Scootaloo frowned at the sofa between them. "No, I...well, maybe." She shook her head again. "I don't know, it doesn't matter now," she grunted.

Rainbow Dash shrugged. "Her loss, kid. Plenty of fillies in the sea. So if it isn't a Crusader, who is it?" she asked, redirecting the conversation.

Scootaloo grimaced and tapped her hooves together anxiously. "Promise you won't laugh?"

Rainbow raised an eyebrow at her. "Why would I laugh?"

Scootaloo's cheeks reddened as she muttered, "Trust me, you'll want to."

"Okay..." Rainbow said slowly. "I promise, then."

"And you have to keep it a secret, right?" Scootaloo said, partly just to delay the inevitable.

Rainbow rolled her eyes a little. "Yes, yes, obviously. Since when have I ever told anypony else about something you shared with me?"

"Never, but..." She sighed and covered her eyes with a foreleg. "Alright, it's...it's Silver Spoon."

"Silver Spoon," Rainbow repeated. Scootaloo nodded, hanging her head in shame. "Your project partner." She nodded again. "Mortal enemies for years, never had a conversation with before, couldn't stand less than a week ago Silver Spoon."

Scootaloo winced at each item. "Yeah. That Silver Spoon." She looked up at Rainbow's face, convinced she was going to see the pegasus struggling mightily not to laugh.

Instead, she was surprised to see a small smile on her face. "Interesting. What brought that on?"

Scootaloo shrugged, the anxious tightness in her midsection relaxing a bit. "I dunno, really...it just sort of...I guess I'd never really looked at her or talked to her properly before. I just always figured she was some prissy, stuck-up witch who just dressed up to make herself feel like she was better than everypony else."

"She's not, though?"

Scootaloo shook her head enthusiastically. "No, no way. She's really sweet and friendly and quiet, and she's really eager to try new things and learn, even though she's not very good in school. We sat and worked on homework together for hours earlier today, and she couldn't get enough of it. She was asking questions and really trying, and when she got an answer right, she would just get this huge smile on her face, and it would light her up, and she would be so pretty, so cute that..." Scootaloo sighed wistfully. "So, so many times I wanted to...just grab hold of her and kiss her, just pull her braid out and let her mane down...I saw her with her hair undone the other night, and..." She shook her head and breathed, "She's beautiful, Rainbow, absolutely amazing. You wouldn't know it, because she's always got her braid and her glasses, and she just seems so insecure all the time, but when she gets excited, or feels confident, or relaxes at all, she..." A shiver ran down Scootaloo's spine at the thought. "Seriously, Rainbow, if you could see her like that..."

Rainbow suddenly burst out laughing. Scootaloo felt a sting of betrayal arc through her stomach. "Hey! You promised!"

"Sorry, sorry!" Rainbow choked through waves of giggles. "I'm not laughing at you having a crush on her, I'm...sorry, it's just that...to see you talking about her like this is...it's nice." She smiled. "I love it. I love seeing you so happy about something, so excited and enthusiastic. I mean, you're my little sis, right? I just love knowing you've found something--or somepony--you're this stoked about."

Scootaloo pulled a pout onto her muzzle. "Still, you said you wouldn't laugh."

Rainbow smiled. "Yeah, I'm sorry, kid. I didn't mean to make you think I was making fun of your your feelings. Honestly, I'm super happy for you. I've never seen you get misty-eyed over anypony like that. At least not anypony else except me," she amended with a knowing wink.

Scootaloo's face flushed and she quickly changed the subject. "Well, it's not like it matters. She's an earth pony, remember? Mare-mare relationships aren't really their thing."

Rainbow shrugged. "You never know. Have you asked her about it?"

"Of course not," Scootaloo said dryly. "How in Tartarus am I supposed to bring that up in conversation? 'Hey Spoon, quick question: do you like sheaths or slits?'"

Rainbow giggled. "Yeah, well, probably not like that. Honestly, Scootaloo, you can just ask."

Now it was Scootaloo's turn to burst out laughing. "Hah, no. I don't think so."

"Why not?"

Scootaloo shook her head, still chuckling in disbelief. "Because, Rainbow, that's not something you just discuss with somepony."

"Maybe not directly," Rainbow said, "but it's totally possible to ease it into the conversation. Talk about your friends, your family, some of your classmates, just kind of find a place to ask if she has a coltfriend or a fillyfriend, and see how she reacts."

"Badly, I'm guessing," Scootaloo said wryly. "She doesn't even have any other friends except Diamond Tiara. I guarantee she's never had any sort of intimate relationship."

Rainbow shrugged. "Well, there's literally only one solution. If you really want to know, you'll find a way to ask."

"Maybe," Scootaloo said noncommittally. "Anyway, we're just barely friends right now; I'm not going to risk that for a crush."

Rainbow Dash smiled. "That's a smart way to look at it. You don't want to scare her off by pushing too hard, and speaking from experience, quick flings are way easier to come by than good, dedicated friends. Of course," she said with a mischievous grin, "if you can get both, then that's just gravy."

Scootaloo smirked. "The voice of experience?" she asked.

Rainbow chuckled softly. "Let's just say that the Wonderbolts are a bunch of sexy, charismatic young celebs with tons of pent-up energy living in close quarters. Things happen."

"Good things, I'm guessing."

Rainbow shrugged. "Varying levels of good. I got caught in the shower with Soarin once, and he...well, he tries hard. But I room with Spitfire, and that girl…" Rainbow shook her head, a blush creeping across her blue cheeks. "I used to fantasize about being with Spitfire, and my imagination was not even close."

"Hmm," Scootaloo said, a small smile on her face and a distinctly explicit image of Spitfire and Rainbow Dash in their bunk at the Wonderbolts camp flashing through her mind.

"I see your imagination is taking a stab, too," Rainbow suddenly remarked with a sly grin. Scootaloo blinked in confusion, and the other pegasus gestured behind her back. "Your flaps are deployed."

Scootaloo realized she could feel the tension in her wings before she actually glanced over her shoulder to see them fully extended and shivering slightly. She blushed and reached back to try and push them back down. "Oh, damn...sorry, Rainbow."

Rainbow Dash chuckled softly. "Don't worry about it, kid. I'll be honest, I get a little bit moist thinking about it, too."

Scootaloo smiled and let her wings go, her face still warm. "Yeah, well...who wouldn't get a wingboner thinking about you and Spitfire together, huh? Actually," she said, brightening, "it's nice to finally be able to just enjoy that sort of fantasy without feeling guilty about it."

Rainbow smiled. "I'll bet."

Scootaloo sat silently for a moment, letting her wings hum with erotic energy behind her as she let the imaginary scenario play out in her head. She saw Rainbow and Spitfire laying side-by-side in their bunk, their firm, svelte bodies pressed together as they tenderly embraced, their lips locked in a sultry kiss that parted briefly and allowed Scootaloo's imaginary eye to see their tongues wrestling for advantage between their hungrily panting mouths. Their searching hooves caressed one another's backs, wings, and flanks as they eagerly gripped every inch of the other's body that they could reach, until one of Spitfire's roaming hooves found its way between Rainbow's shivering thighs and--

Scootaloo suddenly shook her head, dispelling the fantasy before she let it get too far. She glanced over to see Rainbow Dash looking at her with a slightly raised eyebrow and a small smirk. "Like what you're seeing?" she asked.

Scootaloo nodded sheepishly, her mind's eye still fighting to pull the fantasy back into her imagination. She ignored it, pointedly staring at the sofa beneath her hooves. Her marehood was warm and wet, and she could feel a thin stream of fluid slowly creeping down the inside of her thigh. She pressed her back legs together to stop it from getting all the way to the couch and held her tail down against her backside to hide her arousal as best she could. "Y-yeah," she said shakily, "I guess I...I hadn't ever really given myself much of a chance to imagine something like that."

"Really?" Rainbow said curiously. "Last winter you told me you thought about me all the time. It was a heck of an ego boost, too, not that I needed one." She grinned.

Scootaloo pursed her lips. "Yeah, I did...I mean, I do, it's just..." She shook her head. "I always sort of considered you the exception, I guess."

"Ah," Rainbow said. "Your 'exception to the rule'? Everypony gets one free gay crush, right?"

Scootaloo nodded. "That's what made what we did last winter okay. I figured I was just attracted to you because you were--are--my hero. It didn't matter what sex you were, you were just...amazing. Utterly irresistible."

Rainbow grinned and made a show of shining a hoof against her coat. "All true, of course."

Scootaloo giggled. "Of course. But to imagine any other mare besides you...I just couldn't do it." She frowned. "Every time I accidentally started to, or dreamed about it, or anything like that, I would come out of it feeling sick and ashamed of myself."

Rainbow Dash nodded sympathetically. "Yeah, that's what happens when you try to deny who you are. Your heart doesn't care what your brain thinks, it just knows what makes you 'you', and nothing you do is going to change that."

Scootaloo nodded. "Yeah, I know. Like I said, it's nice to not have to worry about that anymore. I don't know why I waited so long." She looked sideways at Rainbow. "I mean...we could have made last winter a regular thing."

Rainbow smiled shallowly. "Yeah...maybe so. But that's all in the past now. No point in regretting things you can't change now."

"No, I guess not," Scootaloo said glumly. She sat contemplatively for a few moments, wondering whether she should vocalize the idea that had been gnawing at the edges of her consciousness since they'd first arrived at Rainbow's cloud home. "So..." she said, finally deciding to throw caution to the wind, "about last winter..."

"What about last winter?" Rainbow asked.

Scootaloo tapped her hooves together nervously. "I was just thinking...you know, even though it was a really emotional night and all, what we did that night...it was pretty awesome, you know?" She blushed and smiled shyly at Rainbow Dash.

The older mare returned the smiled and nodded. "Yeah, it was. I still think about it sometimes when I'm alone in my bunk, you know."

"Yeah, I...I do, too," Scootaloo agreed. "And I was just thinking, it's been a while, and you're back in town for the night, and we're already here, and we're not gonna get another chance any time soon, and I think you're so--"

"Whoa, whoa, whoa, kid, slow down." Rainbow interrupted her, holding up both hooves with a suspicious look on her face. "What are you saying, exactly?"

Scootaloo swallowed hard, her mouth dry with nervous anticipation. "I want to sleep with you again. Tonight. Now." As soon as she put the idea to words, Scootaloo's body enthusiastically responded. Her heart began to race and her wings, which had begun to droop somewhat, swiftly stiffened again, reaching their full span in moments. Her nether lips tingled and moistened, and she could already feel herself winking slightly. "Just like last winter, only better."

"Wait, what?" Rainbow gaped at her, letting her hooves drop back to the sofa. "I...are you sure?"

Scootaloo nodded eagerly, standing up on the sofa cushions and letting her tail flip absently behind her. "Yeah, I am. You have no idea how much I've thought about that night, how much I enjoyed being with you like that...I can't get you out of my head, and now that I know who I am and what I want, I know I want you to be the first mare I share that with."

Rainbow Dash smiled tightly, shaking her head. "I'm flattered, kid, really I am, but I'm not sure that's a good idea."

Scootaloo's heart sank. "What? Why not? You said you think about it all the time, too! Don't you want to do it again?"

The cyan pegasus nodded. "Yes, I do, but not like this. Not here, not tonight. We haven't seen each other in months, and I know you're excited--I am too, I promise--but..." She sighed. "Look, Scootaloo, I get it. I know how you're feeling, because I was there once, too. It's all exciting and new and you just really want to stretch your wings--so to speak." She smiled wanly.

Scootaloo didn't return the expression. She slowly settled back to the sofa, her wings starting to deflate. "So...so you don't want to be my first?"

Rainbow heaved a sigh. "Scootaloo, please don't take this the wrong way. I think you're great. I think you're fun and sexy and in any other situation, I'd already be nose deep in you." She smirked and Scootaloo looked down at the couch, blushing deeply. "But the first time we slept together was...special. It was a weird situation. I was leaving for who knew how long, you had just come of age, we were both a little bit drunk, and when the night was over, things had happened that we couldn't really have stopped. I don't regret it," she said, leaning across the sofa to put a hoof on Scootaloo's shoulder, "and I'm glad we did it, because we shared something amazing that I cherish every day." She gently lifted Scootaloo's chin to look the young mare in the eyes.

Scootaloo's eyes began to burn as tears of hurt and disappointment collected in them. "But you don't want to do it again?"

Rainbow Dash smiled sadly. "No. I want something better than that. I want something that takes time and effort to build. I don't want your body, I want you. If all I wanted was sex, I could go back to the restaurant and find any of my bazillion starry-eyed fans and bring them home. Even sleeping with the other Wonderbolts is just to blow off steam. I don't really want a serious relationship with any of them." The smiled broadened and warmed as Rainbow lifted a hoof to push a stray lock of Scootaloo's mane back over her ear. "I do want one with you."

The younger pegasus shivered slightly at the touch, but she pulled away from Rainbow's hoof, scowling at the wall to hide the tears blurring her vision. "You know we can't do that. You told me so when we were talking before you left. It's too far, we don't get to see each other often enough, and you didn't want me to stop going to school just to follow you."

Rainbow sighed and nodded. "Yeah, you're right. And all those things are still true, unfortunately."

Scootaloo turned and glared at her. "So what you're basically saying is you don't want to be with me at all."

Rainbow rolled her eyes, her patience wearing thin. "No, Scootaloo, I'm not saying that, and you know it."

"That's what it sounds like to me," Scootaloo snapped.

"Then listen more closely," Rainbow said with a sharp edge to her voice. She suddenly paused and leaned back for a moment, taking a deep breath and closing her eyes. "Look...Scootaloo, I love you, okay?" Scootaloo's heart leaped at this, but she forced herself to maintain her glower. "I do," Rainbow repeated. "You're my best friend, my biggest fan, my little sister...you're a whole lot of things to me that I can't even describe, but I know what they all mean, and they mean that I care way too much about you to take advantage of you being in a strange, scary new place in your life."

"It's not scary," Scootaloo grumbled.

"Maybe not the way you think it should be," Rainbow said. "But can you honestly tell me you weren't at least a little bit petrified when you were first realizing you were probably attracted to mares after all?"

Scootaloo turned her angry frown to the sofa again, casting her thoughts back to the night she'd spent in Silver Spoon's bedroom. She recalled with some trepidation the fear that had brought tears to her eyes, the icy panic that tightened her lungs and made her head spin, the uncontrollable trembling in her legs and eventual sinking despair...

Rainbow was right, she realized, the frown slowly softening. Scootaloo was in uncharted territory now, and no matter how much she wanted to convince herself otherwise, she knew she had propositioned Rainbow Dash specifically because she was afraid to try these newly accepted feelings out in the real world just yet. Here in Rainbow's cloud home, she felt safe...comfortable. No matter what she said to Rainbow, no matter what feelings she had or what fantasies she was harboring, she knew her surrogate big sister would listen, understand, and accept them. Of course she wanted to sleep with Rainbow first.

She sighed and let her shoulders droop, her wings unfurling and splaying out on the sofa behind her. "Yeah...I was. You're right, Rainbow, I was just...I just wanted my first, you know...real time to be with somepony special." She glanced up at the blue mare. "And there's no one more special than you."

Rainbow smiled gently, sliding across the couch and putting a foreleg around Scootaloo's shoulders. "Thanks, squirt. And I know what you mean, really I do. But just because you're 'out' now doesn't mean what we did wasn't real, you know." She kissed the younger mare's temple. Scootaloo smiled and squirmed a little, leaning into Rainbow's side. "Because like I said, it was pretty bucking awesome."

The orange pegasus giggled. "Yeah...it was." She looked up at her companion. "Do you really want to be in a relationship with me?"

Rainbow nodded, putting her other foreleg around Scootaloo as well and holding her tightly. "Of course I do. You think I say all these nice things about you for kicks? I'm not exactly trying to get you into bed, in case you haven't noticed." Scootaloo giggled. "You're pretty much the perfect mare for me, Scoot, but we're not ready for a real relationship yet. You're still in school, I'm still in training, we live hundreds of miles apart, and we only get to see each other like once a year. Those are all pretty rough skies to try and fly through, kid."

Scootaloo nodded and sighed. "Yeah, I know...it still sucks, though."

Rainbow chuckled softly, leaning back into the cushion and pulling Scootaloo down into a lying embrace. "Yeah, it does. Tell you what, though," she said, running a hoof through Scootaloo's short magenta mane. "When you're done with school--and I mean the academy, too, not just primary schooling--if you're still single, we'll give it a shot, alright?"

"If I'm still single?" Scootaloo scoffed, resting her chin on Rainbow's chest and making a face at her. "There's no 'if' about that. Who the heck would want to date me?"

Rainbow grinned. "You might be surprised."

"I doubt it," Scootaloo muttered. "Besides, what are the chances that you'll still be single then, too?"

"I will be," Rainbow said, rolling her eyes. "The Wonderbolts aren't exactly good dating material, and I don't have enough free time to look anywhere else. Besides," she said, nuzzling the younger pegasus lying on top of her, "I already found my perfect match. If I can't have you, I don't want anypony else." She gently kissed the younger pony again, this time on the tip of her muzzle. Scootaloo giggled and wrinkled her nose. Rainbow smiled and curled her wings up and over her companion, wrapping the thick, sleek feathers around the younger pegasus and pulling her close. "I'll wait for you."

Scootaloo sighed contentedly and settled into Rainbow's fur, relishing the heat and scent of the older pony's thick, soft coat. "Alright. I'll wait for you, too."

Rainbow narrowed her eyes at her. "Oh, no you won't. You'll go out, have fun, meet girls, kiss them, date them, buck them, and get them to fall in love with you because you are literally that amazing. If--if--I'm lucky, you'll be momentarily single after you graduate from the academy, 'cuz if you are, I'll snap you up in a heartbeat. But honestly, I hope you're not."

Scootaloo blinked. "You...you do?"

Rainbow nodded. "Absolutely. I hope that you find a mare who makes you happy, who you love, and who loves you back, and I hope that when you graduate, you come to my place and introduce me to your fiancee." Scootaloo rolled her eyes, and Rainbow frowned at her. "I'm serious, Scootaloo. If I find out you left somepony you loved just because you wanted to try for something with me, I'm gonna be pissed."

Scootaloo giggled and nuzzled the pegasus lying beneath her. "Alright, alright." She smiled down at Rainbow Dash. "I'm really glad you came home today. I really missed you."

Rainbow squeezed her young companion tightly. "Me too, kid. Me too."

Author's Notes:

So while writing this chapter, I realized my initial description of Scootaloo's handicap isn't going to work for a few reasons, so I did some thinking, some research, and have decided to retcon my initial worldcanon about her. I'll start with the basics and then add an more detailed explanation for those who are interested.

The upshot is that Scootaloo can't fly, but can still walk on clouds. Other pegasi can carry her while they fly, however. She is stocky, sturdy, strong and heavy, but she lacks the earth pony's nigh-inexhaustible energy.

Here's the more nitty-gritty explanation. Scootaloo is what pony doctors and researchers call a harlecorn. This supremely rare genetic condition occurs when both chromosomes carrying information for magical characteristics from each parent get partially passed on to the fetus. Normally only one of the DNA strands survives, thanks to a special enzyme called arcanase, which destroys one of the chromosomes shortly after fertilization. However, in some cases, due to improper separation of the gametes during meiosis, the chromosomes both end up in the same area of the zygote, and the arcanase damages both strands to a roughly equal extent. When this happens, the zygote usually self-terminates, because without the magical chromosome, the fetus can't develop properly. However, once in about a million occurrences the chromosomes deteriorate in almost perfect inversion, leaving the zygote with two half-chromosomes which are then recombined by the standard DNA repair mechanisms. This results in a functional magical chromosome that is part one subspecies and part another. When both parents are the same subspecies of pony, there's no meaningful result, except that the eventual foal will sometimes have difficulty controlling or expressing their magical abilities, such as a pegasus who can't fly particularly fast, or a unicorn with weak or unfocused magic. When the parents are of different subspecies--as in Scootaloo's case--the recombination results in fractured magical abilities.

Scootaloo in particular possesses the magical genes responsible for wing growth, cloud walking, and weather control, but lacks the genes for pegasus skeletal structure and composition, and shared mass reduction (which is the magical extension of a pegasus' ability to lift almost anything as long as they are touching it. Certain objects are magically resistant, or weigh too much even after reduction to lift). Similarly, she has the magical genes responsible for increased bone density, muscle density and strength, but lacks the genes responsible for earth ponies' nigh-inexhaustible energy reserves. She is incredibly rare, as there are only ever about five harlecorns in existence at a time, and there have been less than a hundred in the history of Equestria.

This is why Rainbow Dash can pick her up--RD has pegasus magic that intrinsically reduces the effective mass of whatever--or whomever--she's touching--and why despite being immensely powerful, Scootaloo's wings just don't generate enough lift to negate her increased weight. They do, however, produce incredible force, allowing for extreme acceleration and speed when propelling something else, like a scooter or, eventually, a fixed-wing aircraft.