As the weather began to chill further, it was clear that winter was close. The trees were now almost completely bare except for those in White tail wood. Red's yellow's and brown's of different shades were on the countless leaves the had fallen or still remained among the trees. Two of the crusaders had received their cutiemarks after trying so hard for so long to obtain them. Scootaloo was having a hard time though being the last of the three to get hers. Jealousy clouding her judgment but not getting in the way.

Rainbow Dash and Midnight had agreed to a flight session with the young pegasi to help her blow off some steam. However there was a problem with that.

"UGH! I can't believe there is a scheduled storm for today." Scootaloo groaned while looking out the window at the cloudy sky.

"Well, it's not all bad Scoots." Midnight smiled catching her attention. "We can go to Sugar Cube corner and grab something if you three want."

"Yea, that sounds like a great idea." Sweetiebelle smiled.

"I guess....... it's ok." Sighed Scootaloo as she gaze out the window to the sky.

"Then afterward we can all go flying." Midnight smirked causing the orange pegasus to gasp.

"But there is a schedule downpour later. We might get sick if we fly in the rain, and I hate getting sick." Exclaimed Scootaloo with a grump.

"Who said anything about getting wet?" Midnight smirked as his horn glowed placing a shield around Scootaloo, Applebloom pressing her hooves to it giggling.

"I keep forgetting about that." Scootaloo giggled sheepishly.

"Well?" Midnight smiled nodding to the door.

"Uh....." Sweetiebelle started, catching everyponies attention. "I'm afraid of heights." She squeaked. "Does everypony mind if I stay down here? Where it's safe." She smiled innocently.

"It's ok Sweetie, but your still coming to Sugar Cube corner with us right?" Midnight said while pouting a lip causing the three fillies to giggle.

"Of course! What little filly wouldn't want a cookie on a rainy day." She giggled as the four of them left the boutique.

As they trotted along however, Scootaloo was watching the clouds giving yet another sigh. She hated this time of the year because she would always get cold while flying, causing her to usually hang near the ground and bundle up. Using her scooter once again to get around with her friends.

"No worries Scoots, It may be cold up there, but my magic will keep you warm." Midnight smiled down to the filly who smiled back, fluttering her wings happily as she lifted from the ground and onto her uncles back with her friends.

"Can I come with ya'll?" Applebloom asked with a smile.

"You can't fly though." Scootaloo giggled.

"Ah know that, ah meant can ah ride on yer back Uncle?" Applebloom asked while pouting her lip out.

"YEEEES Yes just stop with the lip." He sighed as he covered his eyes with a hoof only to make the girls giggle.

"I'd say you three have this big softy wrapped around your hooves." Dash giggled as she landed next to the small group of ponies.

"DASHIE!" Scootaloo yelled as she jumped from Midnights back and flying into her, wrapping her hoves around her neck and hugging her tightly.

"Hey squirt, you ready for some lessons today?"

"You know it!" She shouted giving a determined smile.

"Well let's get to it." Dash smirked as she was about to take off but stopped.

"We're going to Sugar Cube Corner for a snack. How about afterwards?" Midnight spoke out catching Dash's attention.

"Sure, I wouldn't mind a cup of cocoa right now anyway." She smirked to the Alicorn. "Yer buying though." She chuckled.

"Well I do have to take care of my girls don't I?" He chuckled as he leaned down giving Rainbows ear a nip causing her to to blush.

"Hey! Don't you start that now." She stuttered as her wings unfurled.

The three crusaders gave a smirk to each other before they began to sing in unison.

"Dash and Midnight sitting inna tree, K I S S I N G! First comes love, second comes marriage, then comes Dash with a foal in a carriage." They broke out in giggles as they finished, Dash glowing red as she trotted along with an embarrassed expression across her face. Midnight stopped giving a chuckle before bringing a hoof to his chin in thought.

"Night?" Dash began. "What're you thinking about."

"I wonder what our foal would look like." He snickered.

*POMF*

Dash gave a look of horror mixed with bliss as she heard the question, the crusaders laughing loudly only to cause her to blush a brighter shade of red.

"Just kidding." He picked as he trotted ahead.

"HEY! What if I wanted a foal with you?" She gasped covering her mouth as her entire body turned a crimson red. Midnight and the crusaders burst out laughing seeing this, Midnight picking her up and placing her on his back as well as he spoke.

"Well then Dash, I'd like to to know when the wedding is." He chuckled looking back to her now grumpy face and cross arms. The crusaders making kissy faces and noises at her.

"Alright you three I think we've tormented Dash enough." He chuckled once again getting an aw out of the girls. "Let's get inside so you three can get some goodies."

"And what about me?" Dash asked while cocking a brow.

"Come on, you can get something to sour puss." He laughed but stopped as she trotted by him flicking her tail and whipping his nose playfully.

After trotting in behind the blue pegasus, Midnight watch the girls go all over the shop picking out a few items before finally heading to the counter. Dash took a seat at the booth next to the window after placing an order for some hot cocoa for the group. Midnight would pay for the items then take a seat next to Dash blocking her in and giving her a playful nudge. She giving an elbow to his side causing him to jump sideways.

"So what are you going to teach me today Dash?" Scootaloo piped up while taking a sip of her cocoa.

"Just some normal stuff to help build up your endurance, nothing special." She smirked.

"Hey, I'll take any kind of training as long as your with me Rainbow Dash." Scootaloo beamed.

After finishing up with the snacks,, Sweetiebelle headed back to the boutique for the evening while the rest of them left the confectionery shop to take flight, Applebloom taking a seat onto her uncles back. They climbed higher into the sky above Ponyville before leveling out.

"Alright squirt, let's do some wing pushups." Dash smiled as the two of them stopped flapping and fell a few feet before flapping hard a single time to launch them back up to where they once were in the sky. They continued this action for several minutes until Scootaloo was having a hard time getting back to the spot she was falling from.

Midnight pulled a few clouds to them as they took a quick breather. "You're really building up some stamina Squirt. Soon you'll be as awesome as me." Dash grinned causing the orange filly to beam.

*CR-BOOM*

The four ponies screamed out in surprise as a bolt of lightning busted through the clouds nearby.

"That was pretty close." Midnight spoke out with a hint of fear.

"Ah don't worry, lightning just stings a little if ya get hit." Dash smirked.

"Yea, I bet it does." Midnight deadpanned. "Anyway, if it's lightning I think we should head back ho..." *CRACK BOOOOOOM*

Midnight didn't get to finish as a bolt of light burst through to cloud above them striking all four of the ponies sending them plummeting toward the ground unconscious.

Scootaloo gave a low groan as she felt wind rushing past her, she blinked a couple times to get rid of the fog as she finally realized what had happened. She turned over spreading her wings to start gliding as a pain erupted through her body. She gave a groan as she looked around to try and find the others. after a few seconds she located them falling toward earth below her. She folded her wings half way as she took a nosedive after them, slowly catching up as she gained speed while pressing her hooves forward. After a few seconds she caught up. She gave her uncle and Rainbow a quick pat on the cheek to try and wake them but failed. After another few seconds she heard a scream.

"Applebloom?!" She shouted as she jumped from Dash and bolted downward seeing her friend far ahead of her. The ground closing in as she tried to slim her body to go faster.

'Oh no! I'm not going to make it!' She thought as tears began to well up in her eyes watching one of her closest friends hurtling toward he early demise. 'I need to go faster!' she thought to herself before flapping hard to send her rocketing down to the falling earth pony. 'Faster!' She told herself as another burst of speed erupted from her as she watched the ground closing in quicker. She squinted her eyes shut before cracking them just a little as tears streamed from them.

'I will save Applebloom or die trying!' She thought as she took in a deep breath and flapping her wings as hard as she could to further her speed, a white cone quickly pressing past her as she hurtled faster toward her friend. Then it all stopped in time. Everything began to move so slowly around Scootaloo as she watched the ground rushing up to meet her. But she wouldn't let it win, she wouldn't let it take her friends life if she had anything to say or do about it. She gave a snort as she flapped one hard final time sending out an orange shock wave as she broke the sound barrier leaving behind a purple streak behind her as she bolted downward catching Applebloom and pulling up just in time as her hooves barely scraped against the soft grass as she rushed by it leaving a rooster tail of dust before pulling up, carrying her flightless friend in her forehooves.

As she slowed she began to glide back toward earth while looking around for her uncle and idol. She landed in a grassy meadow, setting Applebloom down who wrapped her hooves around her friends neck while crying into her.

"It's ok Applebloom, yer safe." She smiled hugging her friend close.

"Scootaloooooo!? Applebloooooooom!?" came the voices of Midnight and Dash as they yelled to try and find the two fillies.

"Down here!" Shouted Scootaloo as they quickly landed next to the two fillies pulling them both into a hug.

"Are you two alright?! Are you hurt?!" Midnight asked as he turned them every which way to make sure they were fine.

"We're fine Uncle Midnight. Are you two ok?" Scootaloo asked as she was set down.

"We all got hit by the lightning bolt and blacked out. What happened afterward?" Dash asked looking to the fillies.

"Scoots saved me. Ah was falling through the air when she zoomed by leaving a purple trail behind an..........." Applebloom trailed off as they all looked to the sky seeing the light purple trail that was slowly disappearing into the air surround it.

"Wow Scoots, I think you just did your own Sonic Rainboom. Even though its just purple." Dash chuckled while ruffling the filly's mane.

"Thats not all." Midnight spoke up nodding to the filly, Applebloom gasping as she looked to Scootaloo's flank.

"What the..........." Scootaloo trailed off as she looked to her flank seeing a cloud with an orange and purple lightning bolt coming from it.

"That looks awfully familiar." Midnight grinned looking to Dash who just gawked.

"I GOT MY CUTIEMARK!" *thud* Scootaloo passed out onto the ground from the shock of not only saving her friend and breaking the sound barrier, but from also getting her cutiemark as well.

"I guess it was just to much for the poor girl." Dash giggled, watching as Midnight placed the two fillies onto his back as they began to trot back to Ponyville. The day had finished off with quite the adventure for the small group. Many stories would be told and shared with others as time went on, but for now. Getting home before the rain started was all that was on everyponies mind.