It has been a week since the Sapphire incident. Midnight and Oracle's bond was now stronger than ever. Sparkplug has been going away off and on for a while each day. The next morning, Midnight walked out of his home and headed towards Ponyville. As he was walking, Midnight looked up. "I heard there was a city in the sky" he said to himself. "It would be nice to see what it was like."

"Why don't you?" asked a voice. Midnight looked around, but saw no pony around. When he turned back around, he was greeted by Rainbow Dash sitting on a cloud. "Why don't you go to Cloudsdale?" she asked. "It's a simple fly up. I can show you. But we'll have to see if you can walk on clouds." Rainbow Dash moved off her cloud and flew beside it. She gestured to try and Midnight's wings opened. He was hovering above the cloud, still afraid of the result. He closed his eyes as he slowly descended. His feet touched the surface of the cloud, but he never went through. Midnight opened his eyes with surprise and started hopping on the puffy white cloud. "Looks like you can go" said Rainbow. "Let's go and…"

"Wait" interrupted Midnight, "Could I…could I invite Oracle…?"

Rainbow rolled her eyes but nodded her head. Midnight strolled into town to find Oracle. Along the way, they met Sparkplug. "Hey guys" he said, "Where are you heading?"

"I'm going to find Oracle so we can go to Cloudsdale" replied Midnight.

"Could I come as well? I need…I need to apologize to the workers in the Weather Factory."

Rainbow nodded but she said she would be right back. Midnight went to the Carousel Boutique and found Oracle. She has been there for a while, Rarity asking her to model. Oracle said she would be delighted to go along. As they trio was leaving the shop, Rainbow flew up with Twilight walking behind her.

"Hi Rainbow" said Oracle. "Why is Twilight here?"

"Only Pegasus ponies can walk on clouds" said Twilight. "We had a similar experience, so I have two spells to offer. One, I can make temporary wings so that you could fly. Or two, I can allow you to walk on clouds."

"As awesome as it would be to have wings, I'm think I would go with the simple cloud walking spell" said Oracle.

"I'm going with Oracle on this one" added Sparkplug.

Twilight nodded and her horn began to glow. A purple light enveloped both Oracle and Sparkplug. The energy stopped, causing them to look around. "I don't feel any different…" Rainbow flew up and grabbed a cloud. She brought it down, allowing both Oracle and Sparkplug to step on it. Instead of sinking through, they walked on top. They thanked her but Twilight offered to have a way to get up properly. However, Oracle wouldn't mind if Midnight carried her up. Midnight blushed at the mentioning of this. Sparkplug leaned in on Rainbow Dash, obviously wanting the same thing. Rainbow rolled her eyes, agreeing but saying that he shouldn't get any funny ideas.

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The flight up was easy, but they had to travel a great distance up. Luckily Twilight cast that spell, now everypony could walk on clouds. Rainbow Dash gestured her hoof outward, "Welcome to Cloudsdale!" Everypony gasped at the scene before them. Cloudsdale was like Ponyville, only everything was not connected. Several shops and buildings were placed on several puffy white clouds. The designs looked like something from Oracle's home. Sparkplug was getting some sour looks from the other Pegasi.

"Hey…uh…Rainbow…" said Sparkplug, "Could we go to the Weather Factory now?"

"What's the Weather Factory?" asked Midnight.

"The Weather Factory is the facility where all of the weather is produced for all of Equestria" explained Rainbow. "I could give all three of you the tour."

Sparkplug was nervous but the others agreed. Rainbow needed to convince the guard to let Sparkplug in, but he allowed them nonetheless. Almost all of the workers sneered at the sight of Sparkplug. Rainbow protected him in saying it was an accident. Midnight, Oracle, and Sparkplug were able to see processes that no unicorn of Earth pony has ever seen. Midnight was amazed to see snowflakes being made in one room. He has never seen snowflakes other than something that caused the cold. Shard was there helping form the ice crystals needed. He was surprised to see Midnight up there, but he needed to work. One area that Oracle found interesting was the rainbow room. They created fresh rainbow and they were in the liquid form. Sparkplug needed to go to the cloud center, where they turned water into clouds. However, there was this one Pegasus yelling at the others.

"I do not care what you have to do!" he yelled. "I need this up and running by today!"

Rainbow approached the Pegasus, "Hey Stormwatch, what seems to be the problem?"

Stormwatch was a dark blue Pegasus with a white hurricane symbol as a cutie mark. His mane was black and his eyes were green. "Well Rainbow Dash, this machine has been broken for some time now. It should be in working order, but somepony caused it to break." Stormwatch stared at Sparkplug in anger.

"Excuse me sir, but I think I can help…" said Midnight.

Stormwatch turned to Midnight and then flew up slightly, "What in Equestria is that?!"

"Stormwatch, this is Midnight" said Rainbow Dash.

Stormwatch returned the ground and began to shake Midnight's claw. "So you are the one who saved Canterlot castle. I'm sorry for reacting like that, I was only told of your name, not your appearance. So, how can you help? You know anything about machinery?"

Midnight shook his head, "Oh no sir. I know a spell that could make your machine look and work like brand new."

Stormwatch put his hoof on his chin and tapped it, "We usually don't allow this, but we need that machine up and running. Use your spell if you're so confident."

Midnight nodded and he headed towards the machine. "A simple creation spell should do it" he said. His spike began to glow black, and a beam hit the machine. The machine began to hum and spur, clouds forming out of the top. Everypony cheered for his success, but then the black energy absorbed into the cloud floor and shot out in all directions. A slightly rumbling along with some thunder was heard.

"That did not sound good" said Sparkplug.

"What did you do?" asked Stormwatch.

"All I used was a simple creation spell; it was supposed to create the machine back to normal."

"The machine was already in its original state, it was the eternal mechanisms that were the problem!"

The newly fixed cloud maker along with the other began to spark with black electricity and started to hum. Dark clouds began to form out of the machines. Instead of trailing off, the clouds began to merge.

"That's only supposed to happen when a storm is being produced!" shouted Stormwatch.

The clouds split into three different dark storm clouds. Each cloud had a single glowing orb suddenly appear. They flew off in all directions, seeming to be alive. The wind began to pick up and a series of color shone from beneath us. This commotion caused Stormwatch to fly out of the factory through the window. He gasped at what he saw below. Midnight flew out and Oracle walked out onto a balcony. Everypony gasped at what they saw. It seemed like a living rainbow that took the similar form of a snake and a large tornado was beneath them. Each one seemed to be alive and in control of their actions. Without warning, Stormwatch grabbed Midnight and tackled him to the floor. "What in Equestria were you thinking?!" he shouted. "You created five different forms of weather, each one completely aware of its surroundings!"

Stormwatch was pulled off by Shard, "Easy there Stormwatch, Midnight is an old friend of mine. You mess with him, you mess with me."

Midnight looked and gasped. He knew Shard was pretty big and muscular, but he seemed much larger than Big Mac! Midnight's spike glowed as a book suddenly appeared on the ground. Midnight began to flip through the pages, but he landed on one. "Alright, I think I have something here" he explained. He kept reading the page, looking confident with each sentence her read. However, his eyes went wide when he read one line. "We may have a problem here…"

"What kind of problem?" asked Rainbow Dash.

"Well, I have a spell that will reverse the Creation spell. Only in order to work, every sentient being must be present in order the spell to work, otherwise none of the results of the spell will cease."

"In English Professor Nightmare" said Sparkplug.

"In order for this spell to work, we need every weather creature I made in one area. They were all created by using one spell. That means they can only be destroyed by using one spell."

"Well then, looks like we need to round them up" said Rainbow.

"Alright, but how are we supposed to?" asked Stormwatch. "We have a hail cloud, a raincloud, a thundercloud, a tornado, and a living rainbow! How can we even get close to them!"

Shard stepped forward, "I can deal with the hail cloud. The ice crystals will not harm me."

Rainbow Dash stepped beside Shard, "I can handle any Rainbow. That's why it's in my name."

Sparkplug walked beside Rainbow, "Find a way for me to get airborne and I can deal with that lightning throwing cloud."

Some other ponies volunteered with the raincloud, but there was the tornado to worry about. Midnight looked around, seeing only one pony for that job. "Alright, everypony listen. Shard, you deal with that hail cloud. Rainbow Dash, I need your speed to get that rainbow snake airborne again. Sparkplug, I will take you close to the thundercloud. The workers here in the cloud room, you can handle the raincloud. And Stormwatch…" Stormwatch appeared to be shocked at the mentioning of his name, "I know you can handle that tornado. Just drive it to a open field so the rest of us can combine it."

"But Midnight, I need to warn you" he said. "I do not think combining the weather patterns will be a good idea."

"It's the only way for the spell to work. Unless you have a better idea, I'm all ears. Unless you want each one to cause disaster across Equestria, I suggest you act now!" Stormwatch looked down at Midnight. He smiled, "You got guts kid, and I admire that. Alright, I'm in."

Everypony that was mentioned took to the skies. Sparkplug hopped onto a white cloud and Midnight pushed it from behind. They all reached out to their targets. The Pegasi that was dealing with the raincloud were doing fine. Some got a little wet, but they were doing fine. Shard was dodging attacks left and right. The hailstorm cloud was launching massive ice crystals at him. However, these crystals making contact with him only helped him. Forming ice around his hooves, Shard managed to actually grab the cloud and stop it from attacking. Rainbow Dash was forming a tornado and actually beginning to suck the liquid rainbow up. Now it was Sparkplug's turn.

"I hope you know what you're doing" said Midnight.

"When do I ever cause a disaster?" he asked.

Midnight said nothing as he pushed the cloud into the sentient thundercloud. Sparkplug's broken horn began to glow, as all of the electricity was attracted to it. Midnight nodded to Stormwatch who began flying towards the tornado. He spun with it, actually gaining control of its movements.

"Everypony now!" shouted Midnight.

Shard, Sparkplug, and Rainbow hurled the sentient weather towards Stormwatch. The raincloud was caught in a spiral as it was hurled at the tornado as well. Soon, all five weather abnormalities were together. Everypony moved away so Midnight could work the spell. Before he could, however, something was happening with the storm. The clouds merged, growing to exponentially large portions. The winds picked up as the tornado swelled in size. The rainbow's separate colors began to blast out in all directions, some barely missing Midnight. The storm seemed to also expel ice crystals, rain, and lightning. It appeared to stare at Midnight and growl in anger. Midnight was scared, but this was more important things than his safety. Midnight's horn began to glow, just as the storm swallowed him.

"MIDNIGHT!" shouted Oracle. Oracle actually tried to jump out but Shard stopped her. The storm made rumbling noises as if it was laughing. It slowly crept closer to the Weather Factory. Then, a black beam of energy shot out from the top of the cloud. Several more beams followed suit and shot out in all directions. The cloud suddenly exploded, releasing massive amounts of electricity, water, ice, and wind. Oracle ran out onto the balcony to look at the skies. It was empty except for a tiny cloud. She was about to cry, until she felt a familiar claw on her shoulder. She turned and hugged Midnight, "YOU'RE ALIVE!"

Rainbow Dash put a hoof over her eyes, "What is that?"

Midnight and Oracle looked out to see a single small puffy white cloud. There was something on it. Midnight gasped before he flew off. He grabbed the cloud and brought it closer. He pushed the cloud into the factory. Oracle, Shard, Sparkplug, Rainbow, and several other ponies gathered around. They all gasped that was on the cloud. A small filly laid on the cloud. The filly had a horn and wings. The front half of the pony's coat was black as the back half was light gray. The tips of her front legs had light blue crystal-like markings while her back legs had yellow lightning-styled tips. Her mane was puffy like a cloud near the top of her head but smoothed out as it went down. Her tail had the color and shape of a rainbow. Her cutie mark was a dark cloud that slightly covered a sun with a tornado beneath it.

"What was a filly doing on a cloud out there?" asked Rainbow.

"The only thing that was out there was that storm" said Shard.

The small filly opened her eyes, revealing her white eyes with yellow pupils. She slowly got up and yawned. She looked at the ponies gathered around her, but stopped at Midnight and Oracle. She happily jumped off and ran up to them. She gently rubbed her head against them, "Daddy! Mommy!"

Oracle and Midnight looked at each while blushing. Sparkplug started to laugh, "I knew you two couldn't be trusted alone!" Shard raised a hoof and slapped Sparkplug on the back of the head.

"We have a problem…" said Midnight.