"Rainbowwwwwww! Help!"

"Flap your wings, squirt! You can do it!"

"I'm flapping as hard as I can!" And indeed the filly was, her wings abuzz as she plummeted past clouds. Yet, despite all her effort, her fall didn't appear to slow whatsoever. "Rainbow I'm gonna crash and die this is the worst birthday ev—"

And then, suddenly, Scootaloo felt her hooves crash into something soft and she collapsed into whatever it was. For a minute, she was dazed; when she came to her senses, though, she realised that she had landed atop a fluffy white cloud. Rainbow Dash was floating along with her hooves on its edge, evidently having just pushed it underneath the filly. Scootaloo hadn't even seen her there in her absolute terror.

She looked over at the older mare. "What in the hay were you thinking?! I could have died!" Normally Scootaloo wouldn't be so short with her friend and idol, but, as she had voiced, she had thought she was going to die. That doesn't usually make ponies that friendly.

"C'mon, Scoots. I wouldn't have actually let you fall! I had the cloud ready here the whole time."

Scootaloo took deep breaths. Her intense anxiety, the fluttery feeling in her chest, seemed to slowly subside as she felt her lungs fill with air and then let it out. She didn't speak for another minute, giving herself time to not feel like she was going to puke out her guts. "But why would you start with that?"

"Gotta get all your anxiety out first before we start doing anything. It sucks, but that's the best way to do this sorta crud. So, now that you're feeling better, let's get you up to a larger cloud."

Scootaloo barely had time to go "Huh?" before she was once again whisked off her hooves. Rainbow Dash had grabbed her, bringing her up to wherever they were going. As they moved through the air, the filly, against her better judgment, looked down. Past her dangling hooves she could see the rolling hills of Ponyville's outskirts below. There was a little flutter in her tummy at the sight of the dizzying drop below, but it was nowhere near as bad as her foray into free fall from just a minute before. Maybe Rainbow had a point with this whole 'getting anxiety out of the way' thing. Maybe.

It only took Rainbow Dash a minute or two to find what she had been looking for, which ended up being one of the largest white clouds Scootaloo had ever seen outside of Cloudsdale. Most clouds didn't get this large even if they were storm clouds. Scootaloo was pretty sure the cloud with Rainbow's house on it was much smaller, and that was probably the biggest one she had seen near Ponyville. The filly shot Rainbow a look of confusion as the older mare dropped her gently on its surface. "How come we're up here?"

"Clouds are the best place to start flying, squirt. They're soft, so you won't get too banged up when you fall. Much better than the ground. And, if something happens to the cloud, I'm here to catch ya." Rainbow winked. "Don't worry."

Scootaloo gulped. "If you insist..."

"I do. You wanna learn to fly, right?"

"Yeah..." Scootaloo said, looking over the edge of the cloud. The ground was even further down. They were really high up. Maybe even higher than Cloudsdale. "I think..."

"Then let's get started. First, I gotta ask—what do you know already?"

Scootaloo turned back to face Rainbow. "Not that much... I mean, I know that you need to flap your wings."

"Good, good," Rainbow said, nodding. "Anything else?"

"I know there was something else... I was reading a book Princess Twilight gave me, but it kinda got too boring." Scootaloo scratched her mane with a hoof. "I just wanna fly!"

Rainbow smiled, and her facial expression was almost uncharacteristically warm. "I know that it's tough, but some of that egghead stuff is really important in learning how to fly, too."

"Seriously? Then why did it take Princess Twilight so long to start flying well?"

Rainbow laughed. "Wellllll, it's a combo of both. You gotta have that good ol' pegasus determination, but you also need to know some stuff about the basic mechanics of flight. Here, I'll show you."

Scootaloo tried not to fall asleep as she watched and heard Rainbow Dash give her a demonstration that was much more egghead than anything she'd previously believed the mare capable of. She watched as Rainbow explained the different types of wing flaps and how effective they were at getting lift in different types of wind and weather conditions. As Rainbow flew across and around the expanse of the cloud in demonstration, Scootaloo tried to look like she was paying attention as she used her hooves to craft a small pony out of the cloudbed beneath her. After a few minutes of work, the tufty little cloud-pegasus stood proudly in front of her like a Wonderbolt, wings outstretched.

"Yo, Scoots, you okay?"

Scootaloo looked up to see Rainbow looking over, concerned. She hadn't realised that she had stopped watching the pegasus to focus on the miniature one at her hooves. "Um, I think so. You can keep going, I'm listening."

"You sure?" Rainbow asked, walking over to where the filly sat. Once she reached Scootaloo's side, Rainbow sat down next to her. "You seem a little... sidetracked." Rainbow looked down. "Hey, is that Spitfire?"

"Heh, I dunno. It's nopony in particular." Scootaloo dissolved the shape with one of her hooves. "Everything's fine."

Rainbow looked at her for a moment before speaking. Her expression was hard to read; in fact, it looked more like Rainbow was the one doing the expression-reading. "You kinda bored of all this crud?"

Scootaloo nodded. "I guess I kinda hoped we would be doing more flying and less... school-type stuff."

"Mmm, you're right. That stuff bored me too at your age." Rainbow looked out at the expanse of cloud in front of them. "Y'know what? I want you to show me what you got."

Scootaloo blinked. "You sure? I haven't even really been listening to most of what you've been saying... how am I gonna know what to do?"

"I'm sure, Scoots. A lot of it's just instinct. I know you can do it. Now get out there and show me." Rainbow beckoned at the empty surface of the cloud in front of her.

Scootaloo felt a bead of sweat on her forehead as she trotted slowly past Rainbow Dash and out to the open cloud. She gazed at the fluffy white surface of the thing. Even though it wasn't the ground, it still was a solid surface. She had been walking on solid surfaces her whole life. Many times had she fallen through the air, but to stay there, to feel comfortable moving through it, let alone be as graceful as Rainbow Dash? That was all she wanted, yet it seemed so impossible. She felt her legs lock there as if held by some invisible force.

It was made clear to her that she had been standing there for an odd amount of time when Rainbow spoke up. "Y'know, if you really don't wanna do this, Scoots, I'm not gonna make you. Everypony learns at their own—"

Before Rainbow could finish her sentence, Scootaloo had leapt into the air. She felt her heart beat loudly in her chest as her wings buzzed as fast as they could. Somehow, she managed to propel herself forward a few metres before she glided down to the surface of the cloud below. As she came to a stop, she exhaled a breath she didn't know she had been holding. She still felt those butterflies in her stomach, but they were a little better. She'd flown, if just for a moment. Then, she flipped around to face Rainbow Dash.

"How'd I do?" Scootaloo asked, still panting. All that flapping was a lot of work.

Rainbow ran over to where Scootaloo had landed. "That was awesome, kid!" She raised a hoof and bumped it against Scootaloo's. "That gives us a great place to start, too. Let's see if we can't get you gliding across the whole cloud here."

And for the next few hours, that's exactly what they did. Over and over, Scootaloo jumped up, started flapping her wings, and glided ever so slightly more across the cloud each time. Then, as soon as she recovered, she'd run back over to the other side where Rainbow Dash stood watching and she'd do it again. It was exhausting; getting her wings up to speed was difficult with the size of her wings as well as her inexperience. Rainbow Dash—and pretty much any other pegasus she'd seen fly—made it look so easy. With each attempt, it got a little bit easier—but it never felt like she was making enough progress fast enough. But just the very act of gliding over and over across the cloud was doing wonders to allay her anxiety. After just a few tries, she already felt comfortable. She wanted to make Rainbow proud, but she realised that wasn't something she needed to worry about.

It took a while, but eventually she felt like she was making palpable progress. She didn't know how much time had gone by, but when she made it another metre, she felt a flutter of excitement. And Rainbow Dash was there the whole time, cheering her on, saying reassuring things when she ran back across the cloud. Scootaloo could tell the mare really cared, too, by the way she wasn't using the time to nap. Maybe it wasn't going as fast as she had hoped, but this was still turning out to be one of the best birthdays ever.

Finally, Scootaloo touched her hooves down at the far edge of the cloud after descending from a glide. Her left foreleg was even further than the edge, and she had to be careful to shift it back when landing so she didn't lose her balance and fall.

"Rainbow! Look!"

"I see it, squirt!" Rainbow fluttered over to where Scootaloo had landed. "Good job!"

Scootaloo beamed. "Thanks!"'

"Now, how about let's go back into town? You don't wanna waste your whole birthday up here with me, do ya?"

"I do!" Scootaloo exclaimed. "This has been super fun—I wanna do more!"

Rainbow laughed. "I know, I know, and we can do more later. My promise for flight lessons wasn't just for today! But you've got places to go and ponies to see."

"I do?"

"Heh... something like that. Anyway, why don't we go down to Sugarcube Corner for some lunch? Pinkie told me she's got something tasty on the menu today."

Scootaloo's stomach rumbled. "Well, now that you mention it..."

Rainbow grinned and bent down to allow Scootaloo to climb on her back. Then, without another moment's wait, the pegasus mare flapped her wings and soared down off the cloud into the open air below, towards the circles of houses that made up Ponyville. It was a little bizarre for Scootaloo, looking down at her home from a bird's eye view, but it was kinda cool to be able to see the entire place all at once. And, somewhere near the centre of it all, was Sugarcube Corner.