Author's notes: ok so this is only my second attempt at a fanfic, now I know I'm not the best speller and my grammar could use some work. With that in mind any helpful feedback is welcome, this is part one of what I hope to make into a three-part story. If you have any issues with OC x Cannon then don't bother to read this, if you're a huge fan of Spitfire x Soarin then you're not going to want to read this. With that in mind I hope you enjoy.

Walking up to the wounderbolts manner the dark gray stallion with a black and gold mane let out a sigh, it had been almost three years since he finished his training with spitfire and went on to the EWC to handle weather circuses across Equestria. He was a bit nervous spitfire might not even recognize him anymore, the young colt she had taken in from to orphanage in Canterlot but having been with him so long could she really forget? Lifting his hoof he knocked on the door in hopes somepony would answer.

"Soarin, would you mind getting that please?" said the yellow, orange manned, leader of the Wounderbolts to her friend as she relaxed on the couch reading a light novel trying to have a relaxing afternoon.

The light blue pony got up and walked to the door lazily "Why do I always have to work my ass off?" he grunts quietly to himself as he opens the door to see the pegasus standing before him.

"Soarin!" He smiled not knowing if he would even remember him, Soarin and him were never to close, most of the time they fought over Spitfire's attention but he was a good stallion and one of the best to have at your side for a flight "it's me Cielo… do you remember me?" Cielo smiled hoping that Soarin would recall

"Cielo... Cielo…" he thought to himself for a moment "Oh yah Cielo… I remember you, been quite some time what brings you back all of a sudden?" he asked looking at the stallion with a bit of distain

Hearing his name Spitfire dropped her book and bolted for the door, Cielo hardly had a change to react before she had her hooves around him "Cielo!" he exclaimed happily "it's been so long how have you been?" she asked kissing him on the cheek

He was taken back a bit but if felt so good that she remembered him, he regretted losing contact with her so much it almost made him tear up to be welcomed in such a way by her. opening his wings he placed them around spitfire and held her close to him "I missed you so much" he admitted in a soft emotional voice "I..I thought you might had forgotten about me..." letting her go he looked at Soarin and smiled "it's good to see you again too"

"How has things been with the EWC?" Soarin asked trying to take an interest now that spitfire was right next to him

"It's been hectic but storm season is nearing its end so I will get a much needed break... and maybe be able to spend some time with the ponies I care about if they are free"

"Us?" he asked sarcastically though Cielo did not seem to notice it, Spitfire did and shot him a glance

"Yes you... who did you think I was talking about?" he asked looking at both of them

"We would love that." Spitfire replied looking over at Soarin "Right Soarin?" her voice soft and loving almost teasing in a way

"y-yah... yah we would love that" he quickly replied forcing a smile. Cielo clanked at the two for a moment a bit confused on what that was all about

Spitfire broke the silence by turning back to Cielo "please, please come in" stepping aside she invited her old student into the mansion

Cielo trotted into the large living room, it seemed no other pony was around at the time 'must be out training'he thought to himself. looking at a few of the photos on the wall spitfire had kept up quite a few of him and her including the one from his first gala, he remembered that night well almost five years ago when he was seventeen. He had worked up the courage to ask spitfire to the Gala, not as a friend but as a date but of course she shot him down stating it was not wise for team members to fraternize like that. His first time he had his heart broken was at the hooves of the mare he idolized the most trying to get his mind off the past he tried asking a question "you guys must be staying busy with your shows and all"

"Well to be honest we don't do many shows at all anymore, it's mostly training new recruits now… times change and we grow older… I personally just don't have the same agility I use to" she smiled a little remembering how it used to be though she really did not miss it too much, it was nice to have a break.

"Lot of memories…" Cielo continued to brows looking at all the photos on the wall paying little mind to what was going on behind him. Soarin opened his wing and gently caressed Spitfires flank making her blush quite a bit. She pulled away as if to say not now "So how long…." Cielo turned around to see her pull away from Soarin and look back at him blushing "I'm… not interrupting something… am I?"

Soarin looks at Spitfire as if to say make him leave but she did not feel the same nor did she feel this was the proper time to be acting like that "N-No.. Not at all Cielo" she said softly blushing a bit more

"You sure? It looked to me like he was…" it did not take him long to put two and to together thinking about how she acted at the door and now seeing her pull away from his wing, he could make it all out clearly now "I see….."

She stood there embarrassed and in shock not knowing what to say to him, she knew Cielo use to have feelings for her but had no idea how he could take this her breathing started to grow faster and her heart began to race "I…." she opened her mouth to speak yet no words seem to come out.

He remained silent for a moment but finally found himself and began to move "well I see I was intruding after all" his ears pinned back as old memories began to flood his head, a bit or resentment rose up inside him "I'm sorry…." He shook his head and walked by both of them trotting to the door he could not handle seeing them together right now.
"Cielo!" Spitfire turned around "you weren't intruding!" she pleaded but it was to late, he looked back at her the pain visible in his eyes. He did not bother to speak a single word, turning his gaze back in front of him he walked out and closed the door softly behind him

"Don't worry about him Spitz" Soarin said softly rubbing her back a bit with his wing "let him go have his fit we ca-" before he could even finish his sentence she took off after Cielo

Opening the door she saw him opening his wings and preparing to fly off, she had already lost him once and was not going to let him go again. Bolting into the street, she wrapped her hooves around Cielo and pressed her lips to his, tears starting to stream down her cheeks. Her lips remained on his for a moment before he was able toproses what had happened and push her off him "C-Cielo…" he eyes met his and she could see nothing but pain looking back at her

"Why..." he whispered "You told me dating team members was unprofessional... or was that just to spare you from having to reject me…?" he was on the verge of crying yet he continued to fight it back trying to get ahold of his emotions knowing a guard should never behave this way

"Ever since that day I've regretted that decision… I've always loved you Cielo." Her voice remained soft and caring

"But... I saw the way you acted... how can you love me, you care for Soarin..." he shook his head "he is a great stallion... but it still hurts...how can you love me like that when your heart belongs to him...?" he was not thinking clearly but the way she acted at the door and the way she blushed to his touch that must have been it.

"I love him because he reminds me of you! okay." she puts her head down in disappointment

"w-what...?" his legs were shaking and his voice quivering from being so upset yet her response caught him off guard and broke his train of thought for a moment

"I said..." she took a deep breath and steadied herself "I love Soarin because he reminds me of you I didn't think you would ever return."

It took a second for what she said to sink in "dose... he know?" he asked still a little upset but more confused now and searching for answers.

"N-no because I knew he would never be the same if I did." her head is still pointed to the ground

"you... can't just leave him thought to be with me..." the pain in his vice returning a little "you know... you know I care for you... but.. You can't just leave him... what will happen to the team..?"
"That's why I'm worried about telling him...I want to but I ca-." she stopped and turned around hearing somepony move behind her, Soarin stood there having heard most of what she just said to Cielo "S-Soarin…I…"

Soarin shook his head angrily and glared at her "for the past year and a half… this is all it was… I was some replacement for your…. Your PET!" he shouted. Spitfire opened her mouth to speak but he would not let her get a word in edge wise and Cielo was just hanging out of it, he knew why Soarin was mad and could not blame him in the least "No… you know what just go"

"Have you forgotten I'm still the captain!" she snapped angrily

"I have stood in your shadow for far to long… you have done nothing but use me time and time again that ends now either you go quietly or I go. You can have the wounderbolts and I can have a talk with the local paper, think of the stir that would make for such a hero"

Spitfire stood there speechless unable to think of anything to come back with, sure she broke no laws or anything but a pony of her stature plastered in the paper for the reason a wounderbolt quit over a relationship issues. She did not want to have to face all the judgment that would be passed on her

"Just. Go…" Soarin said one last time before turning around and trotting back into the manor slamming the door behind him

Coming to terms with what just happened she pinned her ears back against her head and looked at the ground allowing her emotions to start to get the better of her, she began to cry like there was no tomorrow everything she had now gone "Why? Why am I so stupid?!" she yelled to the ground.

Cielo shook his head part of him wanted to walk away and leave her there, he was hurt by what she did not just to him bit Soarin as well, but he couldn't… not like this "Spitfire… come with me… give him time to cool off…. You can… you can stay at my place for the night…. if you don't want to stay here…." Even thought he was mad at her he walked up to her and nuzzled her "I'm sorry I brought you all this trouble…"

"Why did he have to find out like this?" Spitz nuzzles Cielo's neck crying

He gritted his teeth wanting so bad to lash out "H-he had to find out somehow…. It was not the way he should have…. Nevertheless, it is over now…. at least he knows…. And… and you can stop pretending that you cared for a stallion that…. That you did not really care for…" he stayed calm and choked down his anger, if she had been any other mare he would have lost it… but he did love her… she gave him so much even if he was mad there was no way he would turn his back on her and leave her with nothing

"Your right..." she felt as if somepony tore her heart out and stomped on it. She knew Cielo was mad at her but she was not going to turn down a place to stay "I will ill need some place to stay."

"I know this may sound stupid... but can you fly?"

"I-I don't know" her body trembled a bit, she had never felt such distress before in her life

He slowly lowered his body to the ground "I'll carry you…. settling here is not doing ether of us any good…"

Spitfire climbed on Cielo's back thanking him for being so nice even though he was so angry "thanks…. For not making me stay..."

"You know there was part of me that wants to"

"I know…." She was still sobbing lightly as she nuzzled his neck trying to show her gratitude.

Once she was all set to go Cielo spread his wings and took to the air, they did not talk at all during the whole 30 minutes flight to ponyvillethough she did keep her muzzle to the side of his neck. She started to feel a little better watching the ground below them pass by. Cielo landed on the outskirts of ponyville in front of a large two story home "well... we're here." He said softly as he kept her on his back for now. opening the front door and walking in he had a rather sizable living room fully furnished, the walls decorated with the various metals he had been awarded over the years for his serviced tocanterlot and equestria along with a few trophies from races he participated in.. In the center of it all though was a picture of her and him together five years ago just before the gala. He lowered himself down a bit, so she could get off him

She climbed off his back and looked around, most everything was impressive but the picture is what got her the most "why did you keep this…?" she asked a little worried he would hang onto it knowing how he felt

"I could ask you the same thing… you kept pictures of us up in the manor too…" he walked by her and trotted off into the kitchen "I guess I never really wanted to let go…?" she could hear his rummaging around for something, her ears perked up wondering if she should go and see what he was doing or not but she decided best to stay put and not be rude. He came back a moment later with a bottle of jack in his muzzle, setting it down on the coffee table he got the cap off and looked at her. "Drink?"

She wanted to decline seeing that it had been opened prior to her being here and she had a fear about things being put in her drink and of course Cielo knew this "sure…" she said softly taking the bottle in her, closing her eyes she swallowed her fear and took a few shots worth down. Setting the bottle down she looked over at him as he smiled a little

"I think that might be a first... you drinking something you didn't see opened in front of you" picking up the bottle he took a few shots worth himself

"I trust you…even if you are mad… I still know you would never hurt me…" she pinned her ears back a little starting to feel upset again

He walked up to her and wrapped his wings around her gently caressing her back as she nuzzled into his chest "I think we both need to relax a little… not saying this will fix it… but it helps"

She started to laugh a bit as she moved her muzzle away from him "you're going to think I'm a complete idiot when you see this…" she pulled away from his embrace and opened her let wing to reveal a locket she kept there by keeping the chain wrapped around her feathers. Freeing the locket she set it on the table and opened it revealing to him a picture of the two of them at the beach a few weeks before the Gala

"You kept that…?" he seemed a bit surprised "you... you remember that night?"

"how can I forget… your first kiss" looking over at him she smiled, her eyes tearing up once more "you were so scared about your friends teasing you for not having kissed a mare, I tried to tell you it was not big deal but you insisted it was. You were going to even not show at all you felt so worried…" she looked back at the picture and smiled

"I still remember what you told me to this day…. you said" he started to quote her "if you want a mare to kiss you so bad I can find you one, but you have to promise to be a gentlecolt about it"

"And you agreed asking what you had to do…. Oh what was it again?"

"To close my eyes" he said softly closing his eyes, he felt a par of warm silk like lips press to his gently. A tear fell from his eye running down his left cheek as he leaned in a little to the kiss enjoying the moment they made together so many years ago. She broke the kiss, it took him a moment to open his eyes and look at her. She remained silent for a moment but was smiling, tears steadily running down her face "spitfire…" he said softly taking his hoof and whipping the tears from his cheeks

She shook her head a little "I'm sorry… I should have never let you go… I didn't know what I wanted back then… not until it was gone…"

"If you cared so much why did you never come and try to find me…?"

"I was scared… scared you would turn me away... when you left you were not happy with me….. I just assumed you met a mare and moved on... Forgetting about me and I did not want to come along and mess things up for you…"

He stood there, still not believing what he heard he opened his mouth to speak but he was speechless, unable to think of anything to say. After a moment of silence he looked back at the jack then to her "it's in the past right… let's try and forget on what could have been… you're here now and that's what matters.." he took the jack and took another swig before passing it to her and she happily excepted it wanting to silence her emotions "would you mind… waiting here just for a moment I will be right back" he walked past her and headed upstairs

"Where are you going?"

"Just wait you'll see… stay there"

She did as he asked and took another drink thinking about her future, she knew her time with the wounderbolts would more than likely come to an end yet this did not bother her as much as she thought it would the more she thought about it, there shows had slowed to a trickle and all she was doing was mostly training. Though she did not mind training new recruits it was not what she wanted to do, she wanted to perform. Her mind started to get slightly fuzzy as she took yet another swig the jack slowly kicking in, she turned around hearing him come back down the stairs. Her eyes locked onto something he had in his mouth "what's that?" she inquired.

Trotting over to the coffee table he set it down and she recognized the casing right away, it was a jewelry box from the best jewel cutter in canterlot. He opened the box to reveal a beautiful trapicheemerald necklace

"C-Cielo" she gasped seeing the necklace

"I wanted to give this to you back on the night of the Gala… but well you know how that turned out… I know it's not the best time right now but... it thought it might cheer you up" taking the necklace out of the case he put it on her and smiled "besides… it's time I stop holding onto it."

She could not take her eyes off him, she had been given flowers and gifts before but never anything as stunning as this and never from somepony she cared so much. Once the necklace was on her she leaned back in and kissed him once more with a bit of passion "T-Thank you so much!" she exclaimed after braking the kiss only leading into another one. She held this one for a few moments before breaking it, looking into his eyes she smiled softly "I... I love you Cielo"

"You…love me… are you sure..?"

"What do you mean am I sure… yes I am sure I know my own feelings..."

"How are you sure…. I mean" he looked away from her not wanting to bring it up although he did "after what happened…"

"I told you…. he reminded me of you…"

"But... How could you give yourself away to somepony you really did not love…?"

"Give myself away? She asked

"You know… I know he touched you…." he remembered seeing her pull away from Soarin "what the two of you were going to do had I not shown up..."

"Cielo... that was nothing" she said softly kissing his cheek "and if you really want to know Soarin and I never went past foreplay… I told him I wasn't ready.."

"You made him wait…?" he seemed a little confused as to why though it was his fault, he was a bit naïve.

"I was saving myself for the right stallion" she replied with another kiss pressing her chest against his and moving him back a little as he walked forward a bit making his hind legs touch the front of the couch.

"The right s-stallion..?"

She closed her eyes and pressed her lips against his letting out a soft moan as she did so. His eyes shot open with shock and his legs shook a bit, he could feel his heart skip a beat. The feel of her soft velvet like lips on his was like a dream come true. He pressed his muzzled to hers a bit making her lean her back a little deepening the kiss and much to her delight it seemed, she was a bit confused and conflicted with what she was doing but deep down to her if felt right.

She took her hoof and pressed it to his chest giving him a gentle shove onto the couch breaking the kiss, she panted lightly her heart racing as well surprised that a simple kiss could make her feel this way. Out of everything that brought her joy this felt like the most joyful thing she had ever felt, at the same time she never felt so afraid. She was worried what he might think about her kissing him, would he reject it, would he think she was just trying to latch onto him, or would he think she was just trying to get a place to stay. She looked at his worried and he looked back at her confused as to why she shoved him off her she was the one after all to kiss him.

"Are you ok?" he asked his tone seeming to match her expression, he was just as nervous he hid something to upset her somehow "did I do something wrong."

"No!" she exclaimed thought he did not mean to yell "sorry… I... I just…" she looked away blushing heavily "where's your restroom?"

"Just up the stairs and to the left..."
Thanking him she trotted up the stairs at a rather quick pace feeling a bit of sorrow over take her. Cielo got up off the couch but did not follow all he could think is he somehow upset her, he poured himself another shot and sighed.

Once in the bathroom she turned on the water hoping it would drown out the sound of her sobbing lightly, her thought tearing her apart. She still felt so bad over hurting Soarin yet she cared deeply for Cielo "why… is it so… hard" she cried trying her best to keep her voice down. she brought her wings over her eyes and tried to relax 'If I don't do something he might think I am just using him' she thought peeking through her feathers looking at her reflection 'but is he really the stallion for me…. He has to be, look what you gave up for him… you have waited three years for this' she moved her wings away and from her eyes and brushed away her tears 'you need to show him you're serious, show him you love him… show him what he really means to you… what you're willing to give up for him'. Her breath quivered a bit as she tried to compose herself

After a few more minutes pass, she turned off the water and walked out of the bathroom, she looked down the hall seeing another door. She listened for a moment and could hear Cielo was still downstairs the light patters of his hooves hitting the floor as he paced back and forth am easy give away. Walking down the hall quietly she peeked into the room and looked around before opening the door a bit more and walking in, she had found the master bedroom. His armor laid out on a coffee table neatly placed in order, his bed was rather sizable and looked as though it could sleep several ponies with ease. 'That's it... .' She thought to herself

"Cielo! Can you come up here please!" she called out for upstairs.

his ears perked up a bit but he was still a bit worried, drawing in a deep breath he trots up the stairs and to the bathroom but the door was open. Looking down the hall he could see the door to his bedroom was wide open. "Spitfire!?"

"In here Cielo~" he voice called to him once more. Walking into his room he saw her laying back on his bed, her cheeks rosy and her eyes locked right onto his. "Come and join me?"

He swallowed hard as he slowly made his way to the side of the bed speechless at the sight of her. Getting up onto the bed she kept her eyes on him as she rolled to her back and spread her hind legs a little though she kept herself covered with her tail "Spitfire…?" he asked his breath already heavy. This was something of fantasy to him, it almost felt as though he were dreaming.

"I'm all yours." She whispered placing her hoof under his chin and slowly guiding him over to her.

He leaned down and pressed his lips to hers letting his eyes close feeling her press her lips back, she opened her mouth a little for him and he happily took the invitation. He slipped his tongue passed her lips and traced around the outside of hers letting out a rather soft moan. She shut her eyes feeling her body quiver, tears started to run down her cheeks once more no matter how hard she tried to stop them they seemed to keep coming. 'You have to do this…. Do this… just get through it and he will know you care…' she told herself. What should have been a tender moment for her, a happy moment, was one still filled with uncertainty and fear.

Cielo broke the kiss and opened his eyes with a smile though it quickly faded seeing her expression "spitfire..?" he nuzzled her softly snapping her back to reality. She felt a wave of embarrassment sweep over her knowing she was shaking in front of him. "Tell me what's going on with you… what's wrong?"

"I'm just a little nervous" she lied

"Spitfire…"

"Ok… I'm scared…" she said looking away

"I... I knew this was a bad idea… I pushed you to hard…" he slowly started to move his body but she quickly stopped him

'Do something…. be honest' she told herself. "No Cielo… you did nothing wrong, you are my first.. Or are going to be… I'm just still upset over what happened, I feel bad for hurting you and.. and Soarin.." she started to sob once more. "I-I don't want to l-lose you.. I know I-I w-want you… I want to b-be with you… I-I don't regret m-my decision… I j-just want to show y-you t-that…" she tried to dry her eyes as he looked down at her in shock. "I-I would g-give anything for you… I mean t-that… this I-is the most valuable thing I-I have to o-offer you…" He stood over her for a minute looking down into her eyes "please… Say something…" she begged

"i..I don't know what to say.." he replied shaking his head a little, he took in a deep breath, he never thought he would see her like this. "Spitfire… you don't have to do this to keep me… your heart and your word would be enough… I love you and as much as I would love to mate with you I don't need to in order to be happy, if you're doing this out of fear of losing me or out of guilt then don't… when we mate I want it to be over love… nothing else.." She slowly let go of him and let him move over to the side of her, part of her still thought he was going to walk right out of the room. she lay there sobbing and shaking as he laid down beside her and nuzzled the side of her neck "Shhhhh" he opened his wing letting it slide gently across her body until it covered her chest and stomach like a blanket "it's ok spitfire… I mean it"

'he is really going to stay?' she asked herself as her sobbing started to slow. "d-dose this mean.. you t-trust me when I say I want to s-stay with you..?"

"To be honest part of me thinks you're just going to go running back to Soarin"

"But I'm not!" she protested "why do you t-think I offered myself to you…. what more do you want from me…?"

"Nothing" he said plainly "you want my trust then prove it… I know what your purity means to you if you held onto if for this long I'm not going to just take that from you... not like this… not just to prove a point." He pulled his muzzle back a bit and looked into her eyes. She was surprised to see a smile on his muzzle, his eyes full of compassion and understanding. "You want to show me you love me then stay with me, that's how you will earn my trust"

She closed her eyes for a moment 'Soarin would not have passed up mating…' she told herself before rolling to her side and cuddling up to him. She nuzzled his chest not bothering to brush the tears from her eyes. "I knew I made the right choice…" she whispered softly. He kept his wing around her and held her close to him feeling loved that she seemed to care so much for him but he knew there was still a long road ahead of them, what was to become of the wounderbolts, what of her future, what of Soarin. All these thought seemed to plague his mind. His concentration was broken by Spitfires voice, three simple words that seemed to make everything vanish from his mind for a moment. Nothing mattered more to him that what he heard her whisper… "I love you Cielo~" as her body slowly shut down and forced her to sleep.

She remained culled up beside him, her chest rising and falling slowly as she slumbered. "I love you too Spitfire" he whispered back knowing that she most likely did not hear, he was not even sure if she was aware she said it to him. "Sleep well spitfire… I hope your dreams bring you a bit of peace at least." He smiled closing his eyes 'tomorrow will be better' he told himself as he slowly drifted off to sleep.

"Soarin… you have to get over this" Fleetfoot said softly rubbing her hoof along his back doing her best to cheer up her fellow team mate "there are lots of other mares out there…"

"All she did was use me…" he replied taking another shot, his head swayed lightly as the room seemed to spin a little

"so you're just going to sit here and wallow in pity… the sooner you stop this the sooner you will realize there are a lot of mare's out there that would count themselves lucky to have you."

He looked over at her and smiled a bit "you're right there are, aren't there?" he asked. She nodded happily and smiled brightly "I think I might have one in mine."

"Why not let me help you up to your room" she asked in a playful tone "I think you should lie down for a while."