Fainthoof swallowed once before entering the throne room. “Princess Celestia, I was told you wanted to talk to me?” he was glad that the two stallions were gone, though not too happy that Twilight Sparkle was still there.

“Yes, come closer, Fainthoof.” Celestia used the same tone she had when introducing him to the others. As he approached, she looked down at Twilight Sparkle. “Can we have a moment alone please?” She asked in a warm and softer voice.

“Yes, Celestia.” Twilight Sparkled bowed before leaving the throne room with the door closing behind her.

Celestia sighed and put a barrier over the door and picturing Twilight Sparkle cursing that she couldn’t hear anything. “Fainthoof, you are a member of my black ops. Yet, two nights ago you were defeated and my sister nearly lost her life. Why?” Her tone had gone back to its previous state the moment the door had closed.

“Princess, it’s like this.” Fainthoof began, having spent the entire walk there figuring out what he would say. “I always had a hard time lifting a hoof against my friends, which is why I avoid getting too close to my comrades now. Even when I watched Feral Lupus falling, I only stopped her from attacking others not realizing what was really going on. On top of that, I spent the last thousand years thinking she was dead.” He turned his head away, not daring to look at her. “Those two things were what slowed me from defending your sister as effectively as I could have.” He didn’t add that he was also trying to stay alive when Nightmare Moon had emerged raining lightning down at her. “I’m ready to accept any punishment you deem fit.”

Celestia looked thoughtful for a while, though a cold fury burned in her eyes. “What punishment can I inflict on you? This is the first time you failed me in nearly nine-hundred years, but I did almost lose my sister….” She paused and looked at him and he looked back at her. “Is there anything else I should know?”

“Fainthoof shook his head, hoping that the punishment wouldn’t be too bad.

“I’m sending you to the Wonderbolt’s Academy.” Celestia declared. “I’m sure Captain Spitfire will whip you into shape. We’ll have no more hesitation because you couldn’t lift a hoof against somepony you thought was dead.” She said and Fainthoof relaxed, figuring it wasn’t the worst she could do, until she continued. “You will also continue your duties here or when I need you to do something for me. And no shadow hopping between the two places.”

“Yes Princess Celestia.” Fainthoof bowed and that moment his eyes weren’t on her, he was hit with a magic spell but nothing seemed to happen to him so once he was dismissed, he headed straight for the Wonderbolt’s Academy. Guess I better get used to ponies freaking out over my appearance again. He thought as he flew, and vaguely paying attention to the fact the flight seemed slower.

Night was beginning to settle in by the time he landed outside one of the buildings that he hoped would be the main headquarters. He was tired and wanted to just sleep instead of dealing with Spitfire at the moment. Walking in, he found a mare behind a desk and walked over to her. “Excuse me, hi, can you tell me where Captain Spitfire is? Please?”

“Who wants to know?” The receptionist asked, not looking up.

“Fainthoof. I’ve been sent by Princess Celestia.”

“She’s meeting with the Wonderbolts vice-captain right now. Her office is on the fifth floor. Take a right once you get off the elevator and you see another waiting room. She’ll call you in when she’s finished.”

Fainthoof thanked her and headed to the elevator, even though it would have been easier for him to fly up there himself and even easier to shadow hop there. When the elevator stopped, he left it and turned right before finding the waiting room. He wasn’t sitting for long when the door opened and Soarin walked out as the door shut behind him.

“I take it you’re Fainthoof?” Soarin asked before giving him a smile. “I’d be careful if I were you. Something has her on edge more than usual.”
“And somepony better move his flank unless he wants to get it kicked.” Spitfire muttered loudly from the opened doorway.

“That’s my cue.” Soarin waved bye and quickly headed down the hall and out one of the opened windows while Fainthoof stood up.
“Come in cadet.” Spitfire turned back into her office with Fainthoof following.

“Technically I’m not a cadet.” Fainthoof said as he sat down. “I’m with the black ops….”

“That technically doesn’t exist.” Spitfire countered as she sat down. “You may be in the black ops, but since you aren’t in Canterlot, that title doesn’t mean anything. Even if you are still part of the E.U.P., you’ll find that will help you very little around here. Henceforth, your current rank if cadet until I see it fit to promote you higher.” She rested her elbows on her desk and put her fore hooves together. “First order of business, what the hay is this thing around my neck and why can’t I remove it?”

“You wouldn’t believe me.”

“Believe me, what?”

“You wouldn’t believe me, ma’am.”

“Better. And why would I not believe you?” Her left eye twitched a couple of times.

“It’s a pendant that amplifies my shadow magic.” Fainthoof began, wishing he didn’t need to say the next part. “Sorry about your luck, but I don’t even know half of what it can do or how to remove it. But if you don’t mind, I’d like to have it back soon.”

“You’re right. I don’t believe you. Now remove this thing from my neck cadet.”

“I’ll see what I can do ma’am.” Fainthoof said as he walked around the desk. Reaching towards Spitfire, he felt his hooves brush against her uniform and he tried to lift it up, only to find he couldn’t move it.

“What’s the holdup cadet?” Spitfire asked after a couple seconds.

“Nothing ma’am. It’s not moving for me.” Fainthoof admitted honestly and took a step back. “I’m sorry, Spitfire, I really am.”

Spitfire closed her eyes and sighed before rubbing her forehead with a hoof. “We’ll discuss this more at a later date. Here is your barrack number, get some rest because you have an early day.” She pushed an envelope over to him.

“Yes ma’am.” Fainthoof saluted after magically picking up the envelope and left, not knowing Spitfire was trying yet again to remove the pendant.

The next morning he glanced at his reflection in the mirror and nearly screamed. His dragon wings had been replaced by standard pegasus ones and his scimitar blade was gone, replaced by a normal looking tail, but the top quarter of it was silver while the rest of it retained its blood red color. Well that explains why nopony was freaking out. He thought and out of habit, tried a few swings with his tail but found it just swished around.

“Great.” He muttered while reading over his schedule, noting that he was late for the training session but didn’t think much about it. As he headed for the practice field, he saw several pegasi flying through an obstacle course and many more doing wing-ups.

“You’re late cadet.” Spitfire said sternly as she watched him approach at a leisurely pace.

“It’s not going to help me ma’am.” Fainthoof said as he shook off some dust after inspecting a hoof. “I understand it’s meant to be punishment, but frankly, I’ve been through this and more.”

“I will remind you, cadet, that you haven’t been through this course.” Spitfire narrowed her eyes behind her red tinted sunglasses. “With this group, everypony succeeds or fails as one.”

“Don’t punish the rest of them.”

“Then I recommend you joining the rest of them.” The two stared at each other for a couple minutes while the rest of the cadets stopped doing wing-ups and watched with abated breath.

Fainthoof sighed after a moment. “Fine.” He conceded and joined the rest of the group and trained with them until lunch, where he had snuck away to sleep but didn’t expect to be followed by Spitfire. “What do you need ma’am?” He opened one eye and looked up from his spot near a large tree.

“There’s a reason you’re here.”

“Yes, I know. I’m being punished.”

“Then why did you go against my command if you have been through all this, you know that my orders are absolute.” Spitfire looked like she wanted to say something else but thought better of it. “The next time you do that, I’ll make sure you’ll regret it. We’ll talk more later.” She said, her voice coming out a little harsher than she fully intended but she turned and walked away. “I expect you plan to be joining the others in ten minutes.”

Fainthoof sat there for a couple minutes longer, watching Spitfire walk away. Nice flank. He thought with a grin and soon got up heading after her.

Night fell but Fainthoof was still wide awake as a few thoughts ran through his mind. Mainly his thoughts were about Spitfire’s flank, though he did question why exactly he was sent to the academy. Eventually sleep over took him, only to find Luna waiting for him in his dreams. “Good evening moonbutt. What brings you here?”

“What did you call me?” Luna asked and narrowed her eyes, though it was mostly to hide the amusement that shone through them.
“Well I figure if your sister is sunbutt, then you’re moonbutt. Am I wrong?”

“You should refrain from calling me that.” Luna smirked. “After all, I can easily reveal to a certain captain you been thinking about her flank.”
Fainthoof gave a low growl, but decided not to push his luck. “What can I do for you, Luna?”

“That’s better. Before I explain the nature of your mission, I have invited another.” Luna said calmly and turned her head to the side as Spitfire came into his dream as well. “There is another reason my sister sent you here, but we agreed that this was the best way to talk once you were gone.”

“We think there’s a double agent.” Spitfire began. “But those that know, aren’t sure and we want to avoid any pony from finding out our suspicions.”

“Why do you think there’s a double agent?” Fainthoof asked.

“Some of the restricted areas have been accessed but by the time we get there, the pegasus is gone. Whoever it is has a goal in mind and they aren’t sloppy in their work.”

“So we have no idea what-so-ever?”

“No.” Spitfire frowned. “I wish I did so I could tell the other Wonderbolts.”

“It would probably be best not to, even if we had an idea.” Luna reasoned. “The less ponies that know, the less of a chance of something slipping.”

“Luna’s right.” Fainthoof looked from Luna to Spitfire. “Who else knows about the break ins?”

“Soarin, some security pegasi, and myself.” Spitfire replied. “And the two of you.”

Fainthoof nodded. “I’ll keep watch when I can.”

“I’ll let the others know.”

Luna smiled. “Until we get a chance to meet again.” She looked between the two before walking out of Fainthoof’s dream with Spitfire.

Harmonious Flash groaned as the line was nearly as long as it had been every time they attempted to view the falls from behind even though they had gotten there very early. “Can we just get in line this time?” She asked, semi-depressed and to her surprise, the other three nodded.
“We’ll get breakfast. You two wait in line.” Paige said but motioned to Lyla Firecracker to come with her. They split into two teams and headed for a different destination.

“I was surprised you picked me.” Lyla Firecracker said once they were out of earshot. “I thought for sure you were going to pick Blue Jay.” She admitted, causing Paige’s cheeks to turn pale pink.

“I do want to spend time with you.” Paige shook her head when she realized how that sounded and tried to get rid of the blush. “We’re friends as well, but we haven’t spent much one-on-one time together. Though I’ll admit, that’s mostly my fault.”

“I won’t hold it against you.” Lyla Firecracker said with a smile. “What should we go for?”

“You really can’t go wrong with us.” Paige replied and soon they were carrying some plain cider, hay fries, and garden salads.

“About time you two got back. I was dying of hunger.” Blue Jay said dramatically and pretended she was about to faint, even putting her hoof against her forehead.

“No you weren’t.” Harmonious Flash mock chided her. “You were just fine until you saw them coming back.”

“That’s how quickly the hunger attacked me.” Blue Jay took her portion and ate while Paige just shook her head with an amused smile. At last they were allowed to go behind the waterfall and everypony was thankful they had four hooves since the ground was slippery in some spots, even with the rubber mats. The tour guide explained that due to a couple foals nearly going over and into the water, they had to put up an invisible barrier and he demonstrated what he meant by touching nothing but his hoof never went past a certain point.

“This is so awesome!” Harmonious Flash exclaimed as she ran up to the barrier and put both her fore hooves on it while watching the blueish-green water rush past her. Closing her eyes, she blocked out all sound except for the waterfall and began to hum to herself while her ears picked up on melodies that only she could hear.

Blue Jay tapped her on the shoulder. “Harmony? We need to continue.” She said and glanced over at the tour guide who didn’t look too happy to have anypony standing that close to the edge for any length of time even with the barrier.

Harmonious Flash opened her eyes when she felt the hoof on her shoulder and she smiled. “I heard it. I feel motivated again.”
“What do you mean?” Blue Jay asked as they joined the other.

“You really haven’t asked yourself why I’m a janitor for the Cloudsdale Arena, yet my cutie mark is an abridged eighth note?” Harmonious Flash asked as they rejoined their friends.

“Truthfully it never occurred to me.” Blue Jay admitted.

“My real talent is song writing and music composing.”

“But if that’s the case, why are you preforming custodial duties?”

“Because… my debut song didn’t do too well.” Harmonious Flash sighed. “There were several ponies that didn’t like it, but not one of them would tell me what was wrong with it. In the end, I got discouraged from it and decided to work for Cloudsdale.”

“Can you play it for us later?” blue Jay asked as she patted Harmonious Flash’s shoulder.

“I can. I have a copy of the record in my bag.” She said, though hid her apprehension well. They watched the falls from the other side this time and noticed that the water made have been the same, but there was a certain beauty of seeing it from a different angle. When it drew nearer to lunch, Lyla Firecracker bough lunch and they ate at a picnic table in the park nearby under the shade of a large tree. When they were done, they found an open spot and the four laid on their backs with their heads near the others.

“This is lovely.” Lyla Firecracker said as she stretched out and watch the clouds drift lazily by. “Hey, that cloud looks like a duck.”
“Really? I see a phoenix.” Paige said looking at the same cloud.

“I’m afraid you’re both wrong. It’s clearly a pegasus in flight.” Blue Jay corrected them.

Before Harmonious Flash could tell them what she saw, a couple clouds drifted in front thus turning the bird into something entirely different. “I see a mountain now.” They laid there pointing out cloud formations but before they knew it, they dozed off due to the cool breeze and the warmth of the sun combined made for the perfect sleeping weather.

A couple hours passed when Paige felt something land on her nose and she opened her eyes before brushing the leaf off. Waking the others, she waited until they were awake before they headed off for something else to do. “What’s the plan then?” She asked just before she felt Blue Jay tap her shoulder.

“Tag, you’re it.” Blue Jay grinned before racing away, leaving a confused Paige looking after her for a moment, then it seemed to click and she chased after Harmonious Flash. By some unspoken rule, neither pegasi used their wings and Paige refrained from using magic. Near the end though, that unspoken rule was bent a little but they still had fun and headed back to the hotel at a slow pace since they were worn out.
Once they entered the hotel, Harmonious Flash walked up to the reception pony. “Excuse me?”

“Yes? How may I help you?’

“Do you have phonographs here by chance?”

“Yes we do. It’s thirty bits non-refundable.”

“That’s fine. Can you have it delivered to room 4812 please?”

“Certainly. We’ll add the charge to the bill.”

Harmonious Flash nodded to show she understood. “Thank you.” With that, they headed back to the room with her friends. “I could play the harmonica part, but it’s not the same without all the instruments.” She admitted. They had been in the room for maybe five minutes when there was a knock on the door and an unicorn carried the phonograph with her magic and set it down carefully on the table.

“We ask that you don’t play it too loud and not after ten pm.” She said kindly as she started back to the door. As it was closing, she caught Lyla Firecracker’s eyes and smiled.

“What was that about?” Lyla Firecracker asked once the door closed.

“Maybe she thought you were cute.” Blue Jay guessed while Harmonious Flash was carefully moving her stuff around.

“Yeah, maybe… wait what?” Lyla Firecracker realized what she had said and punched Blue Jay on the shoulder. “Plot.” She muttered as Blue Jay laughed as they headed for the second bedroom. Blue Jay and Paige spread out on their bed while Lyla Firecracker sat on the couch as Harmonious Flash found her record.

“I called this, Springtime Friendship.” Harmonious Flash said as she put the record on the turntable before moving the needle over to the appropriate spot. As the music played, each of them listened and thought about what friendship and spring meant to them. For Blue Jay, she reflected on the tag game earlier and her closeness to those she called her friends, Lyla Firecracker thought about all the ponies that she got to smile in awe with her fireworks, Paige recalled the laughter and warmth of one pegasus in particular before things went down, and Harmonious Flash remembered getting her cutie mark along with the dreams she had when she first composed this piece.

Nopony spoke for a couple minutes after the song had ended and it was quiet in the room save for Harmonious Flash moving to remove the needle from the record and putting a hoof on it to stop the spinning. “That’s it.” She looked down at the ground, afraid to see her friend’s reactions. When silence filled the room a little longer, she looked up at her friends smiling and clapping their hooves together. “What?”
“How could nopony like that?” Blue Jay asked.

“That was fantastic.” Lyla Firecracker agreed.

“Simple, yet beautiful.” Paige smiled.

“You mean you really liked it?” Harmonious Flash asked, hardly believing what she just heard and joyous tears welled in her eyes when the others nodded. “Well, even if it’s only for you three, I’ll keep composing.” She walked over to each of them and hugged her friends in turn, now feeling much better about her abilities. Perhaps I needed to listen to that again after all. She thought while getting some blank paper and sat at the desk besides the phonograph and stared at the wall in front of her. Except she was seeing the water rushing pass her and she began composing her second piece of music capturing what she felt behind the waterfall.

Author's Notes:

Disclaimer: I don't own My Little Pony, Hasbro does.
However, I'm pleased to say I do own Blue Jay, Paige, Harmonious Flash,Kitsune/Feral Lupus, Lyla Firecracker, Minako, and Shadow.

Fainthoof is used with permission from Damien, a good friend of mine.

As always, constructive criticism is welcome. It'll help me to improve my writing and seeing what people liked.

I'll also say, much of the scenes at Neighagra Falls actually does extend from my personal experience. And some is wishful thinking.

This chapter is dedicated to Damien. Honestly because if it hadn't been for him, I probably would have stopped before this point.

And also Pankrazius. Thank you so much for helping me with suggestions to improve myself.