“Ready for your first flying lesson?” Scootaloo heard Rainbow’s voice a fraction of a second before a shock of blue streaked across her vision and hovered beside her so her hooves were in line with Scootaloo’s ears. The rough-cut multicolored mane ruffled around Rainbow’s neck as the wake she had created caught up with her.

“Rainbow Dash!” Scootaloo greeted with the same starstruck enthusiasm as always, but then the thought of actually trying to fly crept into her mind. “Uh…I don’t know. I don’t think I could ever fly like you do.”

“Oh come on, it’s easy! You don’t just jump right in and immediately try to do all kinds of crazy awesome acrobatic tricks like me. First you stay low”—Rainbow hugged the ground, hovering so low that her chest gently grazed the cool grass when she drew breath—“then you move up higher and higher until you can fly anywhere you want.” Rainbow circled around whimsically, dodging branches and circling around the tops of a few trees before returning to Scootaloo. “You’ll probably crash a whole bunch of times early on—I still do when I invent new tricks—but eventually you’ll get the hang of it. Trust me.”

“Well, if you say so…” Scootaloo was thoroughly scared of flight, and would have been content to remain confined to her scooter if not for her idol’s encouraging words. “I guess I can give it a try.”

“I do say so! Now, take a deep breath. Flare your wings. Wider. Good. Now, imagine yourself in the air, soaring gracefully across the sky. Once you have that picture in your mind, then flap your wings and jump.”

Scootaloo concentrated, her muscles tense with anticipation of the jump. She imagined herself flying, soaring right alongside Rainbow Dash as they ducked and weaved through the clouds. Determined to impress her idol, she kicked hard off the ground and slammed her little wings down. The grass fanned down around her, and all four hooves remained aloft long enough for her to raise her wings and slam them down again, bringing her even higher.

“I did it!” Scootaloo exclaimed, but her excited outburst distracted her and she messed up the timing of her flaps. Scootaloo crashed down again, tumbling over onto her side in the grass.

“Even I messed up the first time I ever tried flying,” Rainbow confessed. “Try again. You’ll get it now for sure.”

Scootaloo picked herself up, extended her wings, and flapped again. Once more she lifted off the ground, then immediately fell after the first few flaps. Once more Rainbow tried to encourage her.

“I think we got a bad gust of crosswind there,” Rainbow invented; the sky was clear and the air was still. “Try it again. Third time’s the charm.”

“Don’t give up now!” Rainbow maintained. “Not everypony can get it right on the forty-seventh try. Let’s go again. Remember: hooves planted, wings up, then—”

“I’m done,” Scootaloo sat down sadly. “I thought I might be able to fly like you some day, that flying would be my special talent. But if I can’t get it by now…I’ll just keep riding my scooter—at least I can do that right.” Scootaloo slumped down in the grass, defeated.

Rainbow sat down beside her and rubbed a hoof between her little wings; she remembered the almost unbearable soreness and stiffness that had followed her first few flights, before she built up her wing muscles. “Don’t beat yourself up, kid. Not everypony’s going to be as good at flying as I am. Maybe your special talent is something more…down to earth.”

“I just wanted to be like you,” Scootaloo said much more calmly. The tension in her back was lifting. Rainbow Dash’s massage felt wonderful.

“I know. And you’ll get there one day. You just have to keep practicing at it a little every day, and before you know it you’ll be flying so good you’ll never want to land again.”

“I hope it happens soon,” Scootaloo wished, rolling over onto her back and staring up at the sky. The sun was setting, and she was tired. Rainbow lay down in the grass and curled up beside Scootaloo, wrapping her larger body partially around Scootaloo’s smaller orange one. She placed her head gently down beside the filly’s, her breaths fluttering a few strands of her mane. Scootaloo completely relaxed, comforted by the warm presence of her idol. Orange-washed clouds drifted lazily overhead, and Scootaloo imagined how wonderful it would be to fly lightning-fast through them, ducking over and under and around them as the wind blew through her mane. Rainbow Dash would be there, right beside her as she was now, her strong wings blasting the sky to pieces.

Someday, they’d fly together. Someday she’d learn how to take to the skies just like Rainbow Dash, and together they would conquer the skies of Equestria. All she had to do was learn how to get off the ground.

But until then, Scootaloo just leaned back against the curve of Rainbow Dash’s warm, soft body. She really liked her, it seemed. The massage had felt wonderful, and now she was laying beside her just like older ponies did when they liked each other. Scootaloo’s little orange wings began to stiffen, but she didn’t know why. Maybe it was because she really liked Rainbow back. She’d heard a little bit about what older ponies did when they really liked someone, and remembered that they would usually kiss to slow how much they liked each other. Next flight lesson, she decided, if Rainbow lay down next to her like this, she’d try to kiss her.

Rainbow felt them and nuzzled at the dark reddish purple mane, trying to put Scootaloo at ease. She remembered that age. Her wings had a mind of their own, and any little warm touch could set them off. It was cute.

She made up her mind. As soon as Scootaloo fell asleep, which would be any time now, she’d fly her back home so she could wake up in the clouds and at least experience that much of flying before Rainbow had to take her home again for the day.

“Dash!” a voice yelled from far away. “You home?”

Rainbow flew out her front door and peered over the edge of her cloud porch. Far below, she could make out the shape of a white unicorn with a shock of bright blue hair.

Rainbow flared her wings and jumped off the cloud, gently descending to the ground. “Scratch? What are you doing here?”

“I’ve been thinking a lot about those stories we shared at Sugarcube Corner. About your first sonic rainboom.”

The mere mention of her flying skill was enough to snap Rainbow’s body into a proud, boasting pose. “Oh yeah? Pretty awesome, huh?”

“It sure was,” Vinyl smiled; she was learning to just go along with Rainbow’s self-promotion. She even found it cute. “I…I really can’t thank you enough for that. I know it was all accidental and you didn’t even know what that rainboom would do for you, let alone the six of us, but still…I owe my entire musical career to you. I was a fool when I was a filly, thinking that some dumb sporting event would let me establish myself as a professional DJ. It only worked because of you, Dash.”

“That was nothin’,” Rainbow waved off with a hoof. “No big deal at all. I could do…ten rainbooms a day, if I wanted to. Don’t mention it.”

Vinyl leaned against Rainbow in a warm pony-hug. “No, I do mention it. As if it wasn’t enough that you pretty much single-hoofedly established a reputation in Ponyville for me, bought half a nightclub for me, and paid for all my regular expenses, now I find out that you’re also the pony who first got me really started in music in the first place. You’ve given me so much, Dash, and I haven’t given you anything in return…”

“That’s okay,” Rainbow dismissed with an arrogant false-modesty. “You’re my friend.”

Vinyl didn’t break the hug; instead, she gently rubbed her cheek on Rainbow’s neck. “So are the others. Twilight and Fluttershy and them. But you don’t go around buying them old restaurants to turn into nightclubs. You don’t take me along whenever the six of you go on your adventures, either. Realize it or not, you treat me differently, Dash.”

Rainbow’s rose-colored eyes fell to the ground and studied Vinyl’s hoofprints in the grass. She thought about justifying her actions with the very true fact that her other friends were financially stable and weren’t trying to scrape together a few bits to convert an old restaurant into a nightclub, but the words sounded hollow to her even before she spoke them. There was no sense in pretending anymore. “I know,” she admitted. “You’re special to me, Scratch. You’re…you’re more than a friend.”

Vinyl lovingly nuzzled at Rainbow’s neck. “I feel the same way,” she said. “You’re the best pony I’ve ever met, Dash.

“Yeah…” Rainbow dropped her head to Vinyl’s shoulder and absently half-returned her affectionate nuzzling.

“I mean it,” she insisted, pressing slightly harder against the blue fur.

“I know…” Rainbow’s gaze was fixed on the ground. She felt Vinyl’s gentle nuzzling becoming more and more firm, and then her affectionate nudges became affectionate kisses. Rainbow looked down in surprise—yes, Vinyl was actually kissing her neck. Rainbow felt her wings stiffening as blood rushed to her cheeks. “Uhhh…Scratch…”

“Sshhh….” The kisses became firmer, more pronounced. She actually gripped and tugged at Rainbow’s sky-blue coat with her lips a bit before letting go of each kiss. She started moving higher up on her neck.

“Scratch….what are you…?”

“Sshhh…” Rainbow felt wetness on her coat—Vinyl was actually licking her now, moving up into the curve of her neck, over the hard jawbone, and finally across the smooth cheek. Rainbow was too stunned to protest. Her mind wanted Vinyl to stop, but she could feel her wings stiffening; her body wanted Vinyl to keep going.

“Scra—” Vinyl cut off the protest by smashing her own lips into Rainbow’s and pushing her tongue inside Rainbow’s mouth. Immediately, her rose-colored eyes rolled shut and the strong athletic muscles beneath her sky-blue coat relaxed, except the ones in her wings. They shot erect, flaring hard with the sensation of the warm, wet kiss. Vinyl’s tongue played in her mouth, nudging Rainbow’s to try and coax it into getting involved in the kiss.

Rainbow pulled back, breaking off the kiss. Vinyl nearly fell forward into the grass. “Wait a minute, Scratch…” Rainbow said, wiping a drop of Vinyl’s saliva from her lip.

Vinyl looked up apologetically. “I’m sorry. I shouldn’t have pushed you…I’m sorry…”

“Scratch,” Rainbow said, hardly believing the words even as she said them, “let’s go find somewhere more private.” Vinyl’s advance had been extremely unexpected, but the look on her face said it all. Going that far had taken a lot of time, working up the nerve to actually go through with it. Rainbow respected that. She’d let Vinyl have her way tonight, and deal with the emotional consequences in the morning.

“Like where? My club? It’s all dusty and dirty in there still. Besides, it’s on the whole other side of Ponyville.”

“How about up there?” Rainbow pointed up at the imposing underside of her floating cloud home as it hovered silently amid the stars.

“Dash…I can’t fly…” Vinyl pointed out, though she wondered how Rainbow could have missed that.

“I know,” Rainbow said. A mischievous grin crossed her lips. “I’ll just carry you.”

“What?”

Rainbow grabbed Vinyl under the forelegs, forcing her stiffened wings down to generate lift. She flapped hard, pulling Vinyl close to her chest as she lifted off the ground. All eight hooves left the safety of the ground, and Rainbow could feel Vinyl tensing up with anxiety. She flew higher, drawing her up into the sky towards the cloud home. Vinyl clung on tightly, as their destination was well above the height any pony could safely fall. If she slipped out of Rainbow’s arms, that would be the end of her.

Two blue hooves alighted timidly on the cloud deck that formed Rainbow Dash’s porch. With solid ground beneath her, Rainbow folded in her wings and shifted Vinyl around so she could ride on her back; though Rainbow could stand on the clouds as easily as solid ground, Vinyl would fall straight through if she attempted the same feat.

“Dash…let’s go back down…”

Rainbow smiled. Vinyl was clinging to her tight, her hooves wrapped under her belly and her head and neck pressed right against Rainbow’s. She could feel her breath, short and quick upon her neck. She was scared, and understandably so. The only thing around her that could hold her up was the object of her affection, Rainbow Dash’s body. Everything else might as well have been air.

“Do you trust me, Scratch?” Rainbow asked. “Do you trust me to keep hold of you?”

Vinyl was silent for several seconds. “Yes,” she finally answered. “I trust you completely.”

“Then relax,” Rainbow urged. “I’ve got you. I won’t let you fall.”

Rainbow slowly walked into her bedroom, where a platform of especially-soft white clouds stood, waiting for her to flop down and fall into a deep, restorative sleep. But there would be no sleeping tonight.

“Alright…let’s see here…” Rainbow shifted Vinyl off her back, grabbing hold of her with her forelegs to keep her from falling as she swung around beneath Rainbow’s stomach. Her back legs wrapped up around Rainbow’s back, and her forelegs held her neck. Rainbow reared up, keeping her back legs planted while compensating for the weight by flapping her wings and holding Vinyl around the shoulders with her forelegs. It was awkward, but it would have to do.

Vinyl kissed her again, planting her warm lips on Rainbow’s and opening up her mouth to allow the pegasus’s now-more-than-willing tongue to enter her mouth and play. Rainbow kissed hard and firm, her athletic take-charge pegasus attitude going to work on the unicorn. She felt Vinyl begin to grind against her, wetting the blue fur of Rainbow’s lower stomach. Her wings began to stiffen again, flaring hard and refusing to respond to Rainbow’s orders to flap.

“Uhh..Dash…we’re falling,” Vinyl noted. Without the wings, Rainbow wasn’t able to balance properly. She dug her hooves into the cloud, kicked off, and rolled in mid-air to land on her back on her bed. Vinyl’s full weight landed hard atop her, and she flinched with the brief flash of pain as her lungs were compacted.

“There,” Rainbow said, sounding relieved. The clouds were solid to her, so as long as Vinyl stayed on top and held on tightly enough, both could stay in the air indefinitely. Vinyl’s glasses had slipped down her nose with the landing, and as she leaned in for another kiss they fell off altogether.

“Oh no!” Vinyl yelped. The glasses fell down, landing perfectly on Rainbow. Vinyl’s blood-red eyes blinked in both surprise and happiness that her signature accessory had not fallen to its doom. “Looks good on you, Dash,” she commented.

“Thanks…now, uh…we’re gonna have to be careful not to let you fall. Just try and hold onto me as best you can, and…”

“Dash, relax,” Vinyl crawled up and kissed her on the cheek. “I trust you. You won’t let me fall.”

Rainbow’s heart raced. She was having second thoughts. Vinyl sure trusted her—but with her hair triggered sex drive overreacting to the touch of another filly by flaring her wings harder than a bed of granite, she wouldn’t be able to fly down and catch Vinyl should she fall through the floor.

Once again their lips united in a passionate kiss, Vinyl squirming against Rainbow’s hips as she wrestled with the pegasus’s lively, energetic tongue. She could feel Rainbow breathing beneath her, the gentle swelling and releasing of her chest pushed the unicorn just the slightest bit upward with each breath. Rainbow’s heart was beating fast with excitement, pulsing against Vinyl’s skin.

The kiss broke after many intense, passionate minutes, and Vinyl slowly slid down Rainbow’s body so she could kiss her neck. Then her chest. Then her belly. Rainbow shifted her legs around, giving her lover ample things to wrap her own legs around to hold her up. Then Vinyl passed fully over the blue fields of Rainbow’s stomach, stopping just between her outstretched hind legs. Vinyl’s whole body had slipped inside Rainbow’s bed, her own hind legs dangling down through the floor in the open air beneath the house. It was a curious feeling; she could see the clouds all around her, shaped into furniture just like she would have expected in any earth pony’s house. She could see Dash lying flat on her back, legs up, held perfectly aloft by the bed even though her wings were more or less paralyzed. But she had passed through the same exact stuff herself as easily as she moved through air. It was unnerving, feeling so vulnerable up in the sky.

“Scratch…” Rainbow practically whispered. Her brilliantly colorful tail twitched. “What…”

“Relax,” Vinyl assured her, leaning in close. “I want to taste the rainbow.”

Strong pegasus lungs inhaled fully, bracing for what Vinyl was about to do. Her pretty red eyes disappeared beneath the curve of Rainbow’s stomach, and the whole world exploded with color.

“Rainbow Dash?” Scootaloo tried to call out, but her throat was too dry. She needed a glass of water. She’d awoken in the guest bedroom of Rainbow’s cloud home; she must have fallen asleep after their flight lesson and been brought back here. Scootaloo had never been on a cloud before. She giggled at the way they felt so soft and squishy beneath her hooves.

There was no answer to Scootaloo’s raspy call, so she decided to go exploring. It was still the middle of the night, so Rainbow was probably asleep. She didn’t want to disturb something as important as a star athlete’s rest, so she’d just have to find the kitchen on her own.

Muffled moans were coming from a room at the far end of the hall. Scootaloo rushed down to see what was the matter; maybe even Rainbow Dash had bad dreams sometimes. When she reached the doorway, Scootaloo nearly gasped in surprise. Rainbow was flat on her back, and the bright blue mane and white horn belonging to her DJ friend were sticking up from between the blue pegasus’s hind legs. Vinyl Scratch left Rainbow’s crotch, pulling herself up and crawling up the length of her body. Scootaloo was confused. How could a unicorn be here, in Rainbow’s flying cloud house? And what was she doing between Rainbow’s legs?

“Sweet Celestia, you’re good, Scratch…” Rainbow whispered, exhausted. Her coat was soaked with sweat and her face had flushed red. What was Vinyl Scratch ‘good’ at?

As if to answer, Vinyl smiled broadly and planted her lips right on Rainbow’s. They amorously grappled each other with their forelegs, pulling tightly together as their lips mashed together in a wet kiss.

Scootaloo’s jaw nearly hit the floor. Rainbow Dash was kissing Vinyl? But that was something ponies only did when they really, really liked each other in a special way…and maybe whatever Vinyl had been doing between Rainbow Dash’s legs had been some special kind of kiss. That meant they really, really liked each other. But where did that leave her? She liked Rainbow Dash too.  How could Vinyl Scratch steal her? How could Rainbow Dash betray her? This was wrong…all wrong.

Scootaloo was betrayed. She was going to tell Rainbow Dash how much she cared for her next time they had a flying lesson, but this changed everything. This ruined everything. Scootaloo stormed off back to her room, tears welling up in her eyes. She wanted to just jump off the house and fly home on her own, but she’d never make it down safely. She climbed back into her bed and tried to sleep, her crying eyes wetting the pillow beneath her orange cheek.

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