"Are you all tucked up?"

"Yes."

"Okay sweetie." Rainbow began to leave Scootaloo's room. "Night."

"Night."

She used her wing to flick off the lights.

She trotted down hall, still confused over the whole Soarin incident.

Rainbow fluttered over to her cloud couch, and began reading the new Daring Do.

Knock. Knock. Knock.

"Huh?"

She left it.

Knock. Knock. Knock.

"Oh for mother of Celestia!"

She dragged herself to the door.

"Hello?"

"Good evening Rainbow."

"Soarin?!"

"Can I come in? It's a bit chilly out here."

"Yeah, yeah sure."

Soarin entered and Rainbow closed the door.

"Make sure you're quiet. I've just put Scootaloo to bed."

"Okay." Soarin whispered.

"Can I get you anything?

"No ta."

They both awkwardly sat down.

"Umm, if you don't mind me asking, but why are you here?"

"That's the thing. I wanted to tell you earlier, but you know how that ended." Soarin laughed nervously.

"Is everything alright?"

Soarin gazed up, and stared into Rainbow's eyes.

They were like rose hue jewels that shone brightly.

"Soarin?"

Come on Soarin! You can do this! It's just three little words, three little words, three little words, three little words...

"Three little words." Soarin whispered.

"Say what?"

"I-erm-I-."

"Are sure you're okay?"

"I can't do it!" And he zoomed off, blasting the door open on his way out.

Rainbow just sat there. "What just happened?"

"Hmm hm hmm." Surprise quietly hummed to herself.

It was morning over the mystical land of Equestria.

Ponies busily running-or flying- off to work or school.

The Wonderbolt coliseum wasn't exactly busy.

Only, Fleefoot and Surprise were there. Walking around to the lunch hall, to grab a quick morning snack.

"Sooo, are you going to the Galaaa?" Surprise sang.

"The Gala?"

"The Galaaa!"

"The 'Galaaa' is five months away."

"Sooo?"

"So, there's no need to worry an-."

"And?"

Fleefoot just stood there. Her eyes scanning the area.

"Err, Fleefoot?"

"Can you here that?"

"What? What is it? Is it aliens? Monsters? Nightmare Moon?" Worried Surprise.

"No, that..."

A gentle banging and yelling could just about be heard.

Surprise looked up at Fleefoot.

"No Surprise. We are not under attack."

Surprise wiped sweat away from her brow in relief.

They both trotted towards the noise.

As they got closer to the locker room, the noise got louder.

"It sounds like crying." Fleefoot said.

"It sounds like....Soarin."

They walked into the locker room, to find a distraught Soarin sitting on the floor.

"Soarin?"

"Go away." He croaked.

"Listen, bud, are you okay?" Fleefoot asked.

"I'm fine."

"You're not fine."

"Yeah Soarin, what's up?"

"The sky." He said sarcastically.

Fleefoot walked over to Soarin, and sat beside him.

"You can tell us. We're your bestest friends."

"Yeah! We're your besties!" Surprise jumped up and down.

"Calm down Surprise. What's wrong?"

"Nothing."

"You've been like this for months. What is wrong?" Fleefoot demanded.

"I really like this mare."

"And?"

"And, yesterday...everything went wrong."

"Whatcha mean?"

"Well, I tripped over a cloud and fell. She saved me. But I didn't have chance to say thank you."

"Why?"

"Spitfire."

"Oh." The girls said in sync.

"Last night I tried to tell her how I feel, but I got too scared. And flew away."

"Why don't you try and find her? Then tell her now you really feel."

"I don't know."

"Soarin, you've got urge your self a bit. Get her before anyone else."

"I think I'm too late."

"Why do you think that?" Surprise calmed down slightly, and sat next to Fleefoot.

"She's got a daughter."

"So?"

"So, She could be married."

"She could."

"But-but, you said you went to see her."

"Yes Surprise."

"Did you see anything that could show that she was married?"

"No."

"No stallion, wedding bands, photos?"

"Nope."

"There is a chance her daughter is adopted."

Soarin smiled.

"Listen, give me the name and I'll find her."

"Rainbow Dash."

Surprise's eyes lit up.

"Rainbow? She used to be my old school buddy!"

"Okay, but can you..."

"Yes, of course. She's on morning weather patrol in Ponyville. Till twelve. Then she's got a deliver rain clouds to Sweet Apple Acres. After that, she's got cloud clearing till two." Surprise grinned.

"How do you know that?"

"Like I said, she's my buddy. She comes to Cloudsdale for weather patrol as well. That and she owns the factory."

"She does?"

"Yep. After her father died, it got handed down to her."

"Okay, you say she finishes at twelve?"

"Yes. But my other friend who is her friend, Pinkie Pie, said that she usually has an afternoon nap."

"Okay. Well it's eleven now. So I'll meet her later." Soarin got up and walked out. "Thank you girls."

"Rainbow! Wha in tarnation are ya waitin for?!" Yelled a very stressed Applejack.

"Alright! Keep your hooves on!" Rainbow began pushing the clouds towards the apple orchard.

"Why are ya takin so bloody long?"

"Just shut up AJ! If I do something wrong, then the clouds will get ruined. Then I have to get some more made. Which will destroy the factory schedule! Then the factory would be in utter chaos and broke because it ain't getting paid as the deliveries aren't making it on time!"

"Okay, calm down." Applejack lowered her voice, seeing as she had just got her friend angry.

"Don't make me mad then tell me to calm down! That's like stabbing somepony and wondering why they're bleeding!"

"Alright, steady girl. Ah know ya are under a lot of stress. So am ah."

"I'm sorry Applejack. I shouldn't take it out on you." Rainbow admited.

"It's okay. Ah am stressed too. Tha Princess has asked me ta cater for tha Gala."

"Yeah, I know. Twilight is organizing the guests, Pinkie is decorating, Rarity is obviously doing dresses and outfits, and Fluttershy is helping with the music."

"An wha about yah, Sugarcube?"

"Fireworks."

"Fireworks?"

"Yep. But these are special ones. Like my sonic rainboom, but smaller and glittery."

"This, ah wanna see."

"Oh yeah, Applejack?"

"Yup."

"Finished."

"Wha?" Applejack looked around.

It was raining.

"Cheers Rainbow."

Rainbow stared straight ahead, at some clouds.

"Rainbow?"

"Is that?"

"Is everything alright?"

Rainbow squinted.

"Oh, seems like somepony has got a temper."

"Rainbow! Whas got yah so darn distracted?!"

"AJ, I've got to go. See ya." She slowly flew away.

"Wha-ever." Applejack mumbled.

"Three little words. Just three little words! How hard can it?!" Soarin yelled as kicked several clouds.

"Cheers for doing my job."

"Wha?" He turned around to see Rainbow Dash.

"I had cloud clearing, but since you've done it, the schedule is back to normal."

"Uh huh." Soarin stared back at the clouds.

"The whole factory was going into utter chaos as the weather machines are broken and slow. But you've just cleared an entire hour of cloud-kicking. Cheers!" Rainbow grinned. "By the way, why do you keep say three little words? Is like code or som-mmm." Rainbow was cut short, as Soarin merged his lips with hers.

Soarin quickly pulled himself away.

"I'm sorry. I'm so sorry. I just couldn't help myself."

Rainbow just stared blankly at him.

"I'm sorry." He flew upwards, and away. As fast as possible.

"Are you sure Applejack? I mean she could just be tired, or stressed." Twilight stated.

"Ah know tha she was not tired or stressed. She keeps gettin distracted." Applejack replied.

"Well, that can not be good for the business. For the weather factory." Rarity said.

The three mares were walking through the park, discussing anything that was on their minds.

"Hey, is that Rainbow?"

They all looked up to see Rainbow sitting on cloud.

"Rainbow darling, are you okay?" Rarity shouted.

No answer.

They shared concerned looks.

"Rainbow Dash!"

The pegasus just simply flew away.

"Huh?!"

"And then we could get our cutiemarks in skydiving."

Three fillies ran up the path.

"Rarity! Hey Rarity!" Sweetie Belle hopped over to the white unicorn mare.

"Well hello Sweetie. And Applebloom and Scootaloo."

"Hiya big sis!" Applebloom waved at AJ.

Twilight walked closer to Scootaloo.

"Scoots, have you noticed anything strange about your mother, lately?"

"Kinda. She keeps muttering to herself, and saying three little words."

"Three little words?"

"Yeah. Also, she seems really...off."

"Wha do yah mean by tha?"

"I dunno, she seems to be...far away. If you what I mean."

"Yeah, we know. Go on then girls, go crusading, or whatever." Twilight ushered the girls away.

As the fillies left, Rarity spoke up.

"So?"

"So what, Rarity?"

"What do you think? About Rainbow?"

"Three little words. I think you can guess that. Especially you Rarity."

Rarity stopped and realised what Twilight meant.

"Awwww."

Then she saw the others, walking away.

"Girls! Wait for me, darlings!"