"Who needs to shit?" Alex says through the open window. Even Rainbow and I heard him loud and clear. We've made it about twenty miles, it is one in the morning, and we are in the middle of butt-fuck nowhere at some shady rest stop that looks like it is straight out of a horror movie.

"This is the shadiest piece of shit excuse for a rest stop I have ever seen." I say as I lean over the side of the bed of the truck. Alex sticks his head out the window to look at me.

"Well we're going in, so enjoy your stomach cramps and whatnot." He says as he hops out of the truck. Only Fluttershy and Rarity stay behind in the truck, as well as Rainbow and I in the back.

Rainbow is somewhere between being awake and being asleep, as she keeps trying to talk to me, only to pass out in the middle of a sentence. I can feel her breathing softly on the side of my neck as lay back down.

"M-Matt?" Rainbow mumbles, her eyes still closed.

"What's up?"

"I'm cold." I'm not even sure if she is awake right now or talking in her sleep.

"You have fur, Rainbow, and its only line fifty degrees out here. Are you feeling okay?"

"I-I think so. But its really cold Matt." I place a hand on Rainbow's back, and feel her shivering. Not even I'm cold, and I'm just wearing a t-shirt and jeans. I spread apart the fur on her face, and place a finger on the exposed skin.

"Oh God, you're on fire Rainbow."

"It doesn't feel like it." She says sarcastically.

"Here, I'm gonna go get you some water." I hop over the side of the truck, my feet landing loudly on the pavement below. I walk around to the passenger side, and open the door of the back seat. I find Rarity and Fluttershy conversing, and snap my fingers to get their attention.

"Oh, hello Matthew." Rarity says as she turns to face me.

"Hey, um, can one of you pass me a water bottle? I think Rainbow is coming down with something." I say as I lean against the open door.

"Oh dear, should I look at her?" Fluttershy asks.

"I think I got it, but thanks." Rarity levitates a bottle from a backpack, and I snatch it out of the air. I nod and smile at the two before closing the door and walking back to the bed of the truck. I hop in, causing the entire vehicle to bounce. Rainbow lets out and moan and grabs her head with her hooves.

"Ugh, that smarts, a lot." Rainbow grunts as sit down next to her.

"Here, drink up."

"Not thirsty." She says as she finally opens her eyes. In the faint moonlight, I can see that they are pretty red.

"Hey, you listen to me Rainbow, drink this or I'll make you drink it."

"F-Fine." I uncap the bottle and hand it to Rainbow. She somehow manages to grip it in her hooves, and slowly drinks from it. She sits up, leaning against my side so that she is facing towards the side of the truck. I can only see the left side of her face, but she doesn't look all that comfortable.

"Maybe we should take you back-"

"No!" She yells. She grunts and hold her head again, dropping the bottle. "I'm not going back now. I- Ow. Have to find Star, Emily too."

"But you're sick Rainbow, I don't-"

"I'm not going back Matt!"

"Fine, but you're going to do EVERYTHING I tell you, and you won't argue with me. I know how to take care of you, but I can't do that if you just fight against me."

"Alright I get it... Ugh, I feel so..."

"C'mere." I pull Rainbow around from my side, and sit her down on my lap, her back pressing into my chest. I wrap my arms around her chest, and she leans her head back against the base of my neck. I rest my chin on top of her head and lean back against the truck.

I can here Alex and the others walking back and getting into the truck. The engine starts, making Rainbow groan again, and the truck begins to move. Rainbow is practically dripping in sweat, though she insists that she is freezing. If I try to warm her up by holding her close to me, she complains that shes too hot.

"Get some rest Rainbow, you're gonna need it..."

*Rainbow*

I feel like complete and utter garbage. I remember falling asleep against Matt soon after we left, then I woke up about an hour later feeling like this. My body aches, I'm freezing, and there's nothing I can do about it. I guess I caught something. I had no idea I could catch human sicknesses, learn something new every day.

I lean back against Matt's chest, trying to get to sleep. I can tell he's already drifted off by his soft snoring from behind me.

All I can try to do now if get some rest, yet that is the only thing I can't do. And to make matters worse, I'm stressing out about Star and Emily again. What if something bad happens to them? What is they aren't even... they could be dead for all I know!

I can feel tears starting to form in my eyes, which only makes them burn more than they already do. I try not to wake Matt up, but I manage to do just that, probably because his chin was resting right on top of my head.

"Y-You okay?" He mumbles, obviously still tired.

"I'm... fine." The last word comes out in more of a squeak, and I end up full sobbing into his arm.

"No, you aren't. You're stressed out again Rainbow, you need to... I don't know, find your happy place. Think of something positive and exciting, like flying, or winning something. You like those things right?"

"Well yeah, but I can't do that knowing my baby is out there, possibly dead! Matt, I-" I stop when I feel a sudden feeling shoot through my body, more specifically my wings. I look back a little to see Matt's hands gripping each wing, his fingers rubbing against the sensitive joints. I let out a stuttered sigh, and a good chunk of my stress just flies out the window.

"Just chill out Rainbow, relax. I'm as worried as you are, but I can't let it overtake me, and neither can you. We're in this together, and if one of us falls, we both go down. I can't be losing you now Rainbow, we're so close I can taste it. Just hang in there." I don't even hear half of his words because I'm trying to ignore the growing heat down below.

No! Rainbow, c'mon girl, get your mind out of the gutters. Now's not the time for that, you're in a truck for Celestia's sake! But he's just so comforting, and my wings... this is all too much, I'm gonna lose it if he keeps doing this. I want him to stop. I don't want him to stop. I finally feel relaxed, I don't want it to end, not yet.

*Matt*

I rub my fingers around the joints in her wings, trying to calm her down. This has worked before, so I really hope it works now, even when she's sick.

I sit there, rubbing her wings for about five minutes before I feel something wet seeping through my pants, causing them to stick to my leg. Alright, that's enough Rainbow. I take my hands off her wings and pick her up, spinning her around to face me. I hug her against my chest, letting her head hang over my shoulder.

Maybe I shouldn't have tried to massage her like that, because she keeps trying to subtly grind herself against my leg. Whatever, she isn't complaining anymore, so I guess it isn't that bad.

And believe it or not, that's what I fall asleep to.

I open my eyes, quickly shutting them again. The sun hurts to look at, so I have to slowly crack my eyelids open to see. Once my eyes finally adjust, I look around to see where we are.

We're parked in a gas station parking lot. That's right, Alex apparently thought it would be a good idea to park at some run down gas station, when two of us are in the back, completely exposed! What if we had ended up doing... well, you know what, last night and fell asleep like that? We'd be in the open like that! What the hell Alex!

I look down to my right to see Rainbow sprawled out, sound asleep. I spread her fur apart again, touching her exposed skin with a finger. Even hotter than earlier, and still sweating. I pull out my phone to see it is about seven in the morning. Good, plenty of time to get where I want to go. I'm not going right to the warehouse, oh no, I have other plans in mind.

I bang my fist against the back window, and watching everyone inside jump. They all sit up and look at me with mixtures of annoyed, angry, and confused expressions. I jut my thumb towards the side of the truck, indicating I want Alex to get out. I hop out of the truck, and wait for him to get out of the driver's seat.

"What the hell man? We were still sleeping." Alex says groggily.

"Oh! Excuse me sir, but did you forget about the two of us in the back!? What were you thinking? What is one of those gang members happen to be passing by, and they saw Rainbow and I just chilling there in the back? They could have killed us so easily!"

"Sorry, sorry!" Alex holds up his hands in defense. "What's got your knickers in a twist?"

"Rainbow's sick, and we need to get somewhere fast. She doesn't look too good right now."

"What? Really? Is there a hospital around here?"

"No, but I do know this one place where she can get some actual attention." I spend the next five minutes giving Alex directions before jumping back into the bed of the truck. I wipe the sweat from Rainbow's face with my t-shirt, stroking her mane in the process. Hurry up Alex, she needs help fast.

The engine starts up, and we begin to head back onto the road. After a few minutes, Alex turns off onto a side road that turns into a dirt path. If I remember correctly, there should be... Yeah, there it is! Woo, score one for Matt's memory!

The truck shakes and bumps around violently on the uneven road, causing Rainbow to start groaning again. She grits her teeth, and holds her hooves to her head. I pick her up in my arms as we come to a stop in front of a wood cabin.

We park, and I jump out of the truck, Rainbow barely conscious in my arms. I run up to the front door, using my foot to knock. I wait for a minute or two, Alex and the others standing a little distance behind me. The door creaks open, and I see someone I haven't seen in forever. The face of the man who saved my ass over a year ago. The man who reunited me with Rainbow and my family.

"Hey Mr. Brown, remember me?"