Only one cloud floated in the clear blue sky. And on that cloud almost every Pegasus in Equestria was lined up, stretching and preparing for the biggest race of the year. Right in the middle, Rainbow Dash was stretching her muscles and powerful wings.

Every year a race was held to discover who the fastest Pegasus was in all of Equestria. After waiting her whole life, Rainbow Dash was finally eligible to compete. Her pink eyes glanced on either side of her, taking in her competition. A smirk crept onto her muzzle. There was no way she'd lose this race. She already knew she was the fastest. This would just prove it to everypony else.

Peeking over the cloud's edge, she thought she caught a glimpse of her friends. Her smile grew; she loved having her own cheering section.

"Attention everypony! We are gathered here today, as you all know, to participate in the ancient 'Flying of the Pegasi' in honor of the formation of Cloudsdale! In only a few minutes, we will welcome a new Pegasus as the fastest in all Equestria!" Princess Celestia called for all to hear. "Without further ado, Pegasi, are you ready?"

At her question, Rainbow Dash crouched, shaking out her wings.

"Get set!" the Princess paused as the Pegasi readied themselves. "Go!"

On her final word, a horn sounded and the Pegasi took off. Rainbow Dash weaved through the few ponies in her way, easily reaching the front of the pack. Soon, she and three other ponies pulled far ahead. Quickly she eyed the ponies ahead and beside of her. Smirking in her head, she sped past the two ponies between her and first place. Reaching the first place position, she found herself flying beside a muscular red stallion. The rest of the race they remained side-by-side, neither able to pull ahead without the other matching their speed.

Sooner than she would have thought, Rainbow Dash saw the finish line in the distance. This was the true test. The finish line was located just above the ground, requiring a steep drop over a small cloud placed as a guide.

Rainbow Dash stretched out and flapped her wings harder. There was no way she'd lose this race! Quickly the ground was approaching; she could feel the stallion fall behind her. A few more seconds and she'd win!

Just when she thought she'd sealed her win, the stallion zoomed by her, crossing the finish line and full length ahead of her. Shocked, Rainbow Dash almost tripped over herself on her landing.

With her feet firmly on the Earth, she stared at the stallion as ponies from all over Equestria gathered to congratulate him. She was staring at him, panting heavily in an attempt to catch her breathe when her friends crowded around her.

"You were so FAST Rainbow Dash!" Pinkie Pie squealed, bouncing around her in excitement.

"That was one close race RD. Ya almost had 'im." Applejack punched her on the shoulder, sending her tumbling.

Recovering quickly, Rainbow Dash looked around at her friends. They looked worried.

"Boy am I tired!" she pretended to yawn.

"You should rest If you can't even stand," Fluttershy suggested quietly. Rainbow Dash nodded, trying casually to see the stallion through her friends.

"He sure is handsome," Rarity cooed. "We should go congratulate him on his win!"

Rainbow's ears flipped back as her friends nodded and excitedly agreed.

"Uh, you guys go ahead. I think I'll just go home and rest."

Applejack pushed her forward. "Oh no ya don't. No need to be a sore loser."

"No really, I'm just so tired…"

"Come on Rainbow Dash, you both flew a great race," Twilight said in her matter-of-fact way. Rainbow Dash snorted. There was no way she was going to go over and talk to that mule-headed stallion. She slammed her front hooves into the ground as Applejack pushed and shoved, moving her inch by inch across the ground.

Before they reached the crowd of ponies congratulating the winner, a path cleared and the stallion who stole Rainbow Dash's win stood only a foot from her.

"Howdy!" Applejack exclaimed. "Great race!"

"Thanks," the stallion smiled. "You're Rainbow Dash right?"

"Yeah, who's asking?" she planted her four hooves in the ground, leaning up towards him in an attempt to intimidate. The foot between them had quickly become a few inches.

"Rainbow!" she heard Twilight whisper harshly. She ignored her, staring into the stallion's orange eyes.

"Name's Lightning Comet," he said, un-phased by Rainbow Dash's unfriendliness. "I just wanted to tell you that that was truly the best race I've ever flown. Great job! Honestly when I heard you'd be flying I didn't think I would stand a chance. From what everypony says, you're the top flyer in Equestria."

Rainbow Dash blinked, unsure of what to say. Slowly she backed down. "What?"

"Oh yeah. Everypony knows about you. 'Rainbow Dash and the Sonic Rainboom.' I missed it at the royal wedding but I hear it's awesome!"

Rainbow Dash smirked. "It's totally cool."

"I'd love to see it sometime. Think you could show me?"

She thought about it for a minute. No way was se going to show this pony see her coolest move. He'd probably just copy it and take it for himself. "I'll see what I can do. I'm a VERY busy pony."

He chuckled. "OK, see you around Rainie!"

Her pink eyes narrowed as he walked back toward the crowd of ponies. Rainie? That. Was NOT. Cool.

"Uh, Rainbow Dash?"

Rainbow turned to look at her friends.

"Are you OK?" Twilight asked.

"You look all…. ARGH!" Pinkie mimed an angry face.

"Yeah I'm awesome!" without another word she zipped into the sky to find somewhere to be alone.

This day was getting worse and worse. First, she came in second in the biggest race of her life. Then, some stupid stallion had the nerve to mock her. Where did he even come up with the name Rainie?

After pacing a hole in a cloud, she decided to see what was going on in Ponyville. Maybe even find her friends. She felt a little bad for flying off like that. It was a celebration day. There would be food and games all day; with a ball in the evening to close it. Despite her feeling toward dresses and looking fancy, she knew Rarity had been working hard on dresses for all of the. The least she could do was try to enjoy the rest of the day.

Ponyville was crowded. Each year the race party was held at a different town, so everypony in Equestris was in Ponyville since it was their turn to host.

Rainbow Dash's stomach growled as she weaved through the crowds looking for her friends. Thankfully she found a Sweet Apple Acres booth, with Applejack and Apple Bloom selling homemade apple treats. Licking her lips, Rainbow Dash got in line. Slowly she moved closer to the front of the line. As she moved, her stomach seemed to grumbled even more loudly. She could smell the apple bread and apple cupcakes, and apple pies, and apple fritters, wafting through the air, making her mouth water. Growing impatient, she craned her neck above the crowd to see how much longer the wait would be.

"Hey Rainie! You hungry too?"

Rainbow Dash froze. 'oh no!' she thought

"Hey," she replied, continuing to look forward.

Lightning Comet stood beside her, looking at her face. She tried to ignore him but she kept glancing at him out of the corner of her eye.

"Can I help you?" she said as politely as possible. She turned and met his gaze.

"Just admiring the view," he replied with a smile.

Rainbow's ear flicked downward as her stomach twisted in a weird way. Nervously she stamped her hoof in the dirt. "Uh…"

"Hey dash!"

Rainbow breathed an internal sigh of relief at the sound of Pinkie's voice.

"I gotta go," she muttered quickly.

"Wait, Rainbow!"

Rainbow Dash zipped off in the direction of Pinkie's voice before he could finish.

"Thank you, thank you, thank you Pinkie," Rainbow Dash gasped as she landed beside her friend.

"Hi Rainbow! What are you doing? Why are you saying thank you?" Pinkie bounced up and down, overly excited as always.

"That stallion, Lightning Comet who won the race was talking to me. I think he wants to rub in his win, or steal my Sonic Rainboom," Rainbow explained.

"And I saved you!" Pinkie practically screamed.

"Shhh…." Rainbow shoved her hoof in Pinkie's mouth. "I don't want him to find me."

"Rmmrmrmmmr!" Pinkie mumbled through Rainbow's hoof.

"What?"Rainbow asked, removing her hoof.

"I'll keep you hidden! It'll be like hide-and-seek!" the pink pony exclaimed.

Rainbow rolled her eyes. "I don't think..." she pause when the suggestion sank in. "It's a great idea!"

"OOO! Yay yay yay yay! This will be so fun!"

For the rest of the day, Pinkie Pie acted as Rainbow Dash's look-out. Whenever Lightning Comet was around Pinkie would "sneeze" and Rainbow would hide or run.

"What am I doing?" Rainbow Dash said to herself as she hid behind a bush. "I don't run from anything! I'm way tougher than that… And I can take anything that pony has to say to me."

Her strength mustered, she stood up from behind the bush.

"Rainbow! You're going to ruin the game!" Pinkie squealed.

Rainbow ignored her and marched down the street in Ponyville. She wouldn't run away anymore. She wasn't a wimpy pony like some.

"Rainbow Dash!" a male voice called from behind her. "I've been looking everywhere for you!"

"What do you want Lightning Comet? You gonna rub it in that you beat me? Or ask to see my Sonic Rainboom so you can steal it?"

Lightning Comet blinked at her. She had risen to her maximum height and was glaring into his eyes, their muzzles almost touching.

"What?" He stammered. "No! I really do just want to see your Sonic Rainboom because I hear it's awesome. And I already told you I never I could actually BEAT you!"

Now Rainbow blinked, her ears flipping forward. "Oh. Then why were you looking for me?"

"Because I…. wanted to see if you wanted to go to the ball with me…." his voice trailed off and his eyes flicked away from hers.

Rainbow's stomach twisted. She didn't know what to do! Steeling herself as much as possible, she shook her head. "Dances aren't my thing," she said coolly.

"So you weren't going to go at all?" his face fell.

"Well, Rarity says I have no choice," Rainbow admitted.

Lightning Comet stared at her. Her stomach twisted even more. She didn't like feeling this uncomfortable.

"So… why don't you go with me then. Since you're already going?"

Slowly backing away, Rainbow Dash shook her head. "I really can't bail on my friends. Catch ya later!?"

Without waiting to hear his response, she took off at a gallop. She was way too flustered to even get her wings flapping. She needed to talk to somepony. And there was only one pony who might be able to help…