Chapter 12: A queen's plan, an old friend and a stronger bond

Von made his way back to Twilight's, utterly exhausted from trying on so many outfits as told by Rarity. He opened the door and saw Twilight reading one of her books. "Hey Twilight", he said. "What are you reading?" She paused and looked at him. "Oh. Welcome back, Von. I was just reading an old book I found in the Canterlot archives." She said. Von smiled and went to her side. "Ooh. What's it about?" He asked. "Well", she said. "It's about the Elements of Harmony. Oh...you probably don't know much about the Elements of Harmony, do you?" She asked.

Von blinked and shook his head, laughing. "Rainbow Dash told me about the Elements of Harmony, but not everything", He asked. "Just what are they?" Twilight smiled. She turned all the way back to the beginning of the book and Von read it thoroughly. "Let's see...The Elements of Harmony are six supernatural artifacts that...the most powerful force in Equestria..." He started mumbling the rest to himself and Twilight just giggled.

They barely noticed, but the door opened up and Spike came into the treehouse. He closed the door and Twilight looked up and saw him. "Oh. Hi, Spike. Where have you been?" Von stopped reading and lookd over at Spike and smiled. But Spike didn't return a smile to him. "Oh...um...I went out for a walk. That's all..." He said, nervously. Twilight stared in disbelief. "Right..." Von tapped the back of her head with his paw. "So, are the Elements really THAT powerful?" He asked. She tapped her muzzle and looked at him. "Well, the book says they are. Plus, me and my friends have used them a few times, so I'm pretty sure that they are. But what I'm more interested in knowing is if they can be used for anything else. Hmmm..." Twilight went upstairs, talking to herself the whole time about the mystery element, leaving Von and Spike alone.

Von smiled and laughed. "Guess I know now who thinks about things the most in our little group. Huh, Spike?" Spike didn't answer him. When Von looked down at him, he noticed Spike was glaring at him and a chill ran up his spine. Almost as bad as the chill that Nova gave him, but not close enough. "Um...is something wrong, buddy?" Spike came over to him and did something that was never expected. Spike punched Von in the face, bewildering him immensely. "Don't call me 'buddy'." Spike hissed. "Especially after what you and Rarity did." Von looked at the purple dragon. "What me and Rarity did? Didn't we just--" "Don't play dumb! I saw you guys in her boutique." Spike interrupted. "Look. I don't care what else you do, but stay away from Rarity. Got it?!"

Von just stared at Spike in confusion. Stay away from her? What did we do? Was it something bad? But we were trying outfits. And why am I getting lectured by a dragon who's younger than me?, he thought. Von laughed and patted his head. "Fine fine. I'll 'stay away from Rarity'. I wouldn't want you to do anything painful to me. It would be so embarrasing if I got beat up by a kid." Von laughed and let the treehouse. He thought about it for a moment and realized that he shouldn't have acted like that. That was rather childish of him. But Spike should have at least explained what he meant and gave Von a chance to explain himself as well. But he decided not to think about it and went for a stroll.

He held up his promise to Rarity, so he was free for the day. But he didn't know how to spend it. He thought that he could possibly spend time with Applejack, but she was probably busy apple-bucking. Twilight was deep in thought and Fluttershy was possibly too shy to hang out with him on her own. The next on his mind was Pinkie, but the minute she popped into his mind, he realized that he would never get a moments rest if they hung out. I think I'll go see Pinkie some other time, he thought. But then again, he wanted to try some more of some of her baked goods. The thought of having those delicious treats got his mouth watering and he started panting. "Maybe I'll pop in to say hi." He told himself and he went off to Sugarcube Corner.

Von opened the door to Sugarcube Corner and went inside and noticed two ponies other than Pinkie. A colt with an amber coat and a Cutie mark of three carrot cakes. The other was a mare with a cerulean coat and a Cutie mark of three cupcakes. They were Mr. and Mrs.Cake, the owners of Sugarcube Corner. "Pinkie told me about them. The ones who run this shop and let her live here." He said to himself. He walked up to the counter and Mr.Cake looked at him and smiled. "Look dear. We have a customer." Mrs.Cake stopped what she was doing and smiled at Von. "Oh my. If it isn't Von. Are you here to see Pinkie Pie?" She asked. "Yes", He asked. "Is she here?" Before Mrs.Cake could answer, Pinkie Pie came downstairs and pounced on Von. "Von! You came to see me. I'm so happy. Are you happy about it? 'cuz I'm happy about it. I never felt this excited before in my life." She said all at once. Von got dizzy for a moment, trying to regain his composure because of Pinkie's hyperactivity. "Ok, Pinkie. Now...get off please." Pinkie was happy to oblige and she got off of poor Von, allowing him to get back on all fours.

Pinkie and Von bid Mr. and Mrs.Cake goodbye as the two of them left and went for a walk, but not before Von could get a cupcake out of them. Pinkie stood by a stack of hay by one of the houses and looked at Von. "So whatcha up to? How was it at Rarity's?" She asked. Von munched on the cupcake that she had given him and downed it in one gulp. He sighed happily and looked at her to give his response. "It was alright. The strangest thing is that I can barely remember a thing. Spike said we did something, but I don't know what. As for what I'm doing now...well I guess you can say I'm trying to find something to do. Hey", He said. "Where's Rainbow Dash? I haven't see her all day." Pinkie smiled. "Oh. She said she was gonna head back to Cloudsdale for awhile. She said someone wanted to race her."

Pinkie let out a loud gasp and smiled at Von and hopped up and down. "I know! Why don't we go to Cloudsdale to see her?!" Von smiled. "I heard about Cloudsdale. It's a city in the sky, right?" Pinkie nodded. "Ooh. We should get the others. The rest of us won't be able to go unless Twilight helps us with her magic. Come on!" She yelled, pushing Von with her head. "H-hey! Stop pushing!" He yelled as he started to laugh.

Once Pinkie told the others, everypony gathered in front of Twilight's house. "Ok. I'm going to try the spell. Once I use it, we'll be able to walk on clouds again. And this time, I'm using it on you too, Rarity." Twilight said, staring at Rarity. Rarity gasped in response. "Honestly, Twilight. You don't believe that I would make that mistake again, do you?" She asked. "Yes." Twilight responded quickly. Von tilted his head to the side and looked at them. "Mistake?" "When Twi here took us to Cloudsdale, she gave Rarity a fancy pair o' wings" Applejack said. "And she kept showin' em off during the Best Flier Competition when we was supposed to be supportin' Rainbow Dash. But she learned her lesson when her wings burned up." Applejack started to laugh a bit, getting a glare from Rarity in response. "Aw shucks, Rarity. It was all in good fun. But it is the truth." Rarity sighed. "I suppose you're right, Applejack. I was being a showoff when it was Rainbow's time to be in the spotlight." She said.

Von smiled and when he looked at Rarity, she turned away with her face redder than a tomato. Twilight's horn started to glow brighter and brighter until she and her friends were surrounded by a strange light and it went away. "There. All done." She said. Von smiled at Twilight. "That was pretty cool. Can you teach me how to do stuff like that?" He asked. Twilight blushed and looked at him as she got into her hot air balloon. "I'm not good at teaching really. But I suppose I could try it one day." She assured him and he smiled. "Ok." The rest of the ponies hopped into the balloon and Twilight lit the fire and it took to the skies with Von and Fluttershy following behind them. He was finally going to see Cloudsdale with his own eyes, but little did he know that he was being watched...

Meanwhile in the depths of some unknown ruins, an odd creature that was much like a pony was pacing about. She had wings like an insect and a jagged horn and sharp fangs. Her eyes were green and her entire body was as black as night. The figure that was there was none other than the changeling queen, Queen Chrysalis. "My power is beginning to fade. Without more love, I won't be able to do anything. Curse those ponies" She hissed. "If they hadn't defeated me, my changeling army would have been full. But now, more than half of my changelings have perished. If I do not find food for them soon--" She was interrupted as another, smaller changeling came before her. "What is it? It had better be important." She said, glaring at it. It started to make chattering noises until her eyes widened. "What? A dragon?! In Ponyville?" She asked. She rubbed her muzzle with her hoof and smiled. "If I cannot increase my changeling army, then I shall strengthen it. And what better way then by bringing a dragon to my side?" She laughed evilly and spread her wings. "Excellent work. With that dragon on our side, we will take Equestria and turn it into my new domain!" She said proudly as she and her changelings flew off.

The balloon Twilight and her friends got in surfaced through the clouds and the girls got out. Just as they did, Rainbow Dash had showed up and smiled at them. "Hey, girls. What are you guys doing here?" "Um...Von...wanted to come see you, Dash. And, um...I guess...we wanted to...as well. Oh, um...if that's ok with you?" Fluttershy said quietly. Rainbow Dash smiled and looked in Von's direction causing him to blush with embarrasment. He calmed himself and looked at her. "So, I heard you're racing somepony?" He asked. "Yeah" She said nodding. "But I can't find him." Just then, a streak of yellow and blue flew over them at high speed. It circled around and when it slowed down, a Pegasus with yellow hair and a blue coat was revealed. He wore a bolt necklace and had a banana for a Cutie mark, which confused Von and the other ponies. He landed in front of them and smiled. "Hey Dash. Ready to race?" He asked. "In a minute, Runner" She said. "I'd like you to meet my friends. Guys, this is Runner. He's an old friend from Flight School and--" "And I'm the fastest flier in Cloudsdale." Runner said, interrupting her.

Rainbow Dash gave him a smug look. "You're only the fastest now because I don't come here that much anymore." She said. Runner laughed and patted her back with his hoof. "Right. But just so you know, I'm able to keep up with you now. And whether you left or not, I'm sure that I'd still be faster than you." He boasted. She smiled and looked at him. "Alright. Then prove it. Let's get our race started then." Von looked back and forth between the two of them, but he was studying Runner more. He seemed familiar to him somehow, but Von knew he only hung out with other dragons. He thought for a moment until something sparked in his brain. He knew this Pegasus. "Kamen?!" Runner looked at Von having heard him say that name. "How do you know my name?" He asked.

Von smiled and went over to him. "It's me, Von. Remember me?" Kamen's eyes grew wide and he hugged Von tightly. "Von!!! I was wondering if I'd see you again. How's everything been?" He asked. Von smiled and got out of his grip. "Fine, I guess. I kept looking for gems here and there, but I've stopped doing that. I am now a full-fledged resident of Ponyville." Von assured him, puffing out his chest. Kamen grabbed Von and rubbed his head with his hoof. "Moving up in Equestria, huh? Heh. Nice job. I'm glad you're happy." The girls smiled at Von, seeing how much fun he was having catching up with his old friend. "I wish I could keep chatting" Kamen said. "But I have to show Dash here just how fast I am. Why don't you join in?" Von scratched the back of his head with one of his claws. "I don't know...I'm not good of a flier." He looked at all the girls and his eyes met Rainbow Dash's. He looked down at the clouds and smiled before he looked back at them. "Alright. I'll race." The girls cheered and Kamen and Rainbow Dash led them to the stadium.

Not many ponies were there to see them race. Rainbow Dash, Kamen and Von lined up at the starting line. "Fluttershy! Can you be referee?" Rainbow Dash asked. Fluttershy blushed, but she smiled and flew up onto one of the clouds above. "Ok...R-ready...set..." The fliers opened their wings and got ready. "Go!" Fluttershy yelled softly and they took off. Fluttershy was nearly knocked off the cloud, but she managed to hang on. Rainbow Dash and Kamen were neck and neck while Von was flying behind them, just barely keeping up. He flapped harder and started to gain some speed, closely behind the both of them. Kamen smiled at Rainbow Dash and flapped harder and he took the lead. Rainbow Dash gritted her teeth and did the same and they were both in first once again. Von's jaw dropped seeing how fast they were going, but that gave him the motivation to try harder and he flapped his wings as hard as he could and started to catch up. He didn't care about winning or losing, but he wanted everypony to see just how hard he tries.

They were nearing the final stretch as Kamen and Rainbow Dash were still competing for first place. They both started flying faster and faster, their friends cheering them on the whole way. Von frowned because of how far he was lagging behind. He breathed in and out calmly and started to fly faster. With each passing second, he flapped his wings even harder, going beyond his normal limit. Applejack blinked and looked at him. "Girls! Look at that." She said, pointing to Von. They looked at him and noticed the air around him beginning to swirl around his body slowly. "Is he going to do a Sonic Rainboom?" Rarity asked in surprise. Twilight shook her head. "No. It looks like something else..." Von didn't hear them and he didn't notice the air around him. It began to swirl faster and faster until Von's entire body was covered by the wind in the form of a tornado. He started to pick up speed and closed the gap between the three of them.

The moment he caught up, both Kamen and Rainbow Dash looked at him in confusion. They looked at each other and started flapping harder until they dashed across the finish line and Von crashed into Applejack. Kamen and Rainbow Dash landed and all of them looked at Von and Applejack with worry. Applejack rubbed her head and moaned in pain. "That there was painful. How ya holdin' up, Von?" Von managed to get off of Applejack and back onto his paws, stumbling around in a daze. "Yeah...I'm..fine...I just...need to lay down for a bit." He said before collapsing on the clouds. Everypony laughed, but Kamen and Rainbow Dash looked at Twilight. "So, who won?" Kamen asked. Twilight smiled and looked at them both. "Well...it was a three-way tie." She said. Their eyes widened. "A TIE?!" They shouted. Pinkie Pie smiled and looked at them. "Don't feel so bad", She said. "That just means you guys are super duper fast! Congratulations." They stood there in silence, unable to find a way to respond to Pinkie's accurate comment.

Minutes later, Twilight gathered everypony back into the balloon. "Ok. Is that everypony?" She asked Von. He looked around and noticed something. "Rainbow Dash isn't here." He said. "Don't worry, darling. I'm sure that she'll come back on her own." Rarity told him. He wasn't all that confident she would. She seemed pretty steamed about the tie with him and Kamen. With that worry in his heart, he spread his wings and took off in search of Rainbow Dash. While he was flying, he thought about what he did earlier. His entire body was covered in wind and it swirled around like a tornado. He thought it was cool, so he started thinking of a name for it. Wind Surge? Nah. Sonic Boom? No. It didn't even make a booming sound anyway, He thought. Just then, he thought of the perfect name for it: Typhoon Burst. He smiled and decided to keep that name, but he focused on his task as he landed by the stadium again.

He wandered around until he saw Kamen, but he was alone. It looked like he was waiting. Just then, Rainbow Dash stepped out and walked up to him. Rainbow Dash? What's she doing here with Kamen?, he thought. Kamen looked at Rainbow Dash. "You wanted to talk to me, Dash?" He asked. Von examined her face closely and saw that she was blushing. He wanted to know more, so he kept listening. "Runner...um...Wow. I've never been good at this kind of thing." She stuttered. "But...we've known each other for a long while. We've always had good laughs, hung out and had fun. Whenever I got picked on, you used to stick up for me. And I did the same when other colts and mares picked on you. So..." She stopped talking and started to blush more. Von thought for a moment and his eyes widened when he realized where this was going. "Please...Dash..." He whispered to himself. Rainbow Dash looked at Kamen. "I think...that I love you...and I was wondering...if you'd be my coltfriend." She finally said.

Von's heart shattered hearing her say those words. He loved Rainbow Dash, even knowing that she rejected him before but he didn't expect anything like this to happen. He wanted to cry, but he tried his best not to. He turned and started to walk away. But at that moment, he bumped into Applejack and she gave him a stern look. "I know. I shouldn't have eavesdropped. But still...I just..." She covered his mouth with her hoof and smiled. "You may think it's over, but things aren't always what they seem, sugarcube. Take a look." She said, pointing back to Rainbow Dash and Kamen. He looked at them and listened to their conversation. "I'm flattered, Dash. Really, I am. However..." The way he said that word shook Dash and her head lowered a bit. "I already have a marefriend. Sorry. If you had told me before, I might've considered it, but...you know. Sorry, Dash." He said. "But hey! Now that I got to see you and Von again, I might stop by Ponyville. I'll come see you guys tomorrow if you'd like. Later." And with that, he took off.

Rainbow Dash stood there in the stadium by herself. She didn't move or make a single sound. Von got worried. Applejack smiled and nudged him forward. He looked at her in confusion, but she just nodded her head. He sat there for a few seconds until he nodded back and flew into the stadium besides Rainbow Dash. He got closer to her and she glanced at him. "Oh...Von. H-hey." She said, averting her eyes from his gaze. He frowned. "Rainbow...are you ok?" He asked. She smiled nervously. "Of course. Why wouldn't I be? I mean, I'm always fine. Nothing ever gets to me. Never..." She lied. He shook his head and got closer to her and noticed tears falling down her cheeks. "Rainbow...I'm here if you need me." He said. Hearing that, Rainbow Dash didn't hold back. She wrapped her hooves around Von and started crying. Her tears were soaking his scales, but he didn't care. He put his paw around her and held her close. Applejack smiled and left them alone.

Applejack went back to the balloon and got back inside. "Well? Did you find them?" Twilight asked. "I hope they're ok." Fluttershy said. Applejack smiled. "Don'tchu worry none, girls. They told us to go back ahead of them and they'd follow soon." She said. Twilight knew immediately that Applejack was lying, but she knew there was a good reason. Trusting her friend, she lit the balloon and they went back to Ponyville, Von and Rainbow Dash coming back together minutes later. Von and Rainbow Dash might not have an intimate relationship, but they felt that their bond had gotten stronger.

Next Chapter: A fated friendship Estimated time remaining: 4 Hours, 18 Minutes