A/N: Hey there everyone! Glad to see you guys again. Here's a new updated chapter for you to enjoy. Here is where things start to differ from the original. The plot remains the same, but the attitude of certain characters begin to change in a few ways. Hope you all enjoy!

Chapter 3

The Flying Derby track was finally in sight now. Sofia was excited to get started on practicing right away, mainly because it would help get her mind off of a certain blonde princess back at the castle. She had been thinking about her through the whole trip there. And while most of her thoughts were pleasant at first, they soon turned to guilt. Even after she had come to the conclusion that she was in love with Amber, part of her still felt it was wrong. But she casted those thoughts aside because there was really nothing she could do about it. Now she wanted more than anything to tell Amber her how she felt, but that's where the hard part would come in. How could she tell her step-sister that she was in love with her? It wouldn't be right, at least in her eyes. But she would deal with that later. They were now approaching the Derby track.

The couch landed in front of the Derby track entrance. James and Sofia climbed out of the couch and made their way towards the changing rooms. Once changed into her purple riding clothes, Sofia rushed over to the stables to prep her Pegasus. Upon entering the stables, Sofia immediately made her way to her good friend Minimus, who smiled widely when he noticed her approaching.

"Good morning Minimus," she greeted.

"Good morning Sofia. How are you this morning?" Sofia took out a brush and began grooming Minimus.

"Oh, I'm just great. I'm just in a wonderful mood." She did a little twirl on the word 'wonderful' to emphasize her mood.

"That's great. What's got you in such a good mood?"

"She has a crush on someone," came a new, but very familiar voice. Sofia gasped as she turned around and saw Clover standing a few feet away from them with a raised eyebrow and that same sly grin on his face.

"Clover!" she said a little louder than she intended. "What are you doing here? How did you get here?" Clover hopped towards her and stopped just at her feet.

"You almost stepped on me on your way out of the castle, so I followed you out the door and hid on the back of the couch. So consider this a little bit of payback."

"Oh Sofia!" Minimus said excitedly. "You have a crush on someone? Who is it? What's his name?" Sofia inwardly groaned at the fact that everyone thought it was a boy that she was having a crush on, as she looked down and glared at the little rabbit, who happily just ignored her.

"Don't even bother with it, my friend," Clover said. "I've been trying to get it out of her all morning, but she ain't budging."

"Well maybe you can tell me, right?" Minimus said in his pleading voice as he smiled at her. Sofia giggled at how silly he looked before strolling over and started petting his neck.

"Sorry Minimus," she said. "But I don't feel comfortable telling anyone about it just yet." The horse nodded his head in understanding.

"Okay, Sofia. That's fine. You can tell me whenever you're ready."

"But she's gonna tell me first," Clover said proudly. "You know, because I'm her best friend and all. Right Sofia?" Sofia rolled her eyes but still kept a smile on her face.

"Yes Clover. I did promise you that I would tell you first." She then climbed on top of Minimus. "Now let's get some practice in. We have a big race tomorrow, and we need to be ready for it." Minimus' eyes suddenly widened when she said that and was beginning to panic.

"W-w-wait! Tomorrow? The race is tomorrow? Oh nonononono I can't-I can't do that Sofia. I'm nowhere near ready for another race." Sofia smiled down at her panicking friend and gently stroked the back of his neck in a calming gesture.

"Minimus," Sofia said gently. "You'll be fine. We've done this a hundred times. We've won every race so far and it was all because of you." Minimus looked back at Sofia with a smile.

"Really?" Sofia nodded confidently.

"Yes. And we will win again tomorrow. I know we will! Now let's get out there and practice." Sofia gently snapped the reins in her hands and motioned for Minimus to go forward.

"Okay, here we go," Minimus said as he took off in a full sprint, spreading his wings and lifting off the ground as they exited the stables, almost running into James as they did so.

"Hey, wait up!" James called out as he quickly ran inside the stables to get his own .

Sofia and James had been racing one another for well over two hours into the day. They also worked on so many techniques they could use during the race that would help one another. They tried practicing the slingshot a few times to make sure that they got it right, just in case they needed to use it. They had a few close calls throughout the day where either one or the other nearly fell off their Pegasus, but they were both fine in the end, as well as their respective Pegasus. Minimus himself had gotten stronger over the years. He was now able to fly up the Steeple with ease and fly for much longer. But he still had his limits. Now both James and Sofia were at the starting line, ready for one last race before they called it a day.

"You ready, Sofia?" James asked as he smiled over at her. Sofia looked over at her brother with the same smile and nodded.

"Ready, James," she replied. James grinned and looked straight ahead, competitive mode activated.

"Okay. Ready. Get set. GO!" They both took off at full speed as the Pegasi flapped their wings as fast as they could and lifted off the ground.

"Let's go Minimus," Sofia said.

"Whoa! Here we go!" the little horse shouted as he flapped his wings with all his might.

James was able to get ahead of them due to his horse having longer legs. However, as they took to the air, both he and Sofia were matching evenly in speed. They flew around the trees in the first obstacle. Sofia motioned for Minimus to go faster and the little Pegasus did the best he could to catch up to James and was succeeding. Said rider looked behind him and saw Sofia gaining ground, or air as it were, and they were gaining fast. James motioned for his own horse to go faster. They were now going under the bridge and were about to fly over the house on the track. However, James decided at that moment to look back for a split second before turning back around and almost colliding into the house. Luckily he managed to pull his Pegasus up just in time to avoid crashing into it. But it worked to his disadvantage as Sofia was able to fly on past him.

"Always keep your eyes ahead of you, James," Sofia shouted at her brother, half teasing and half lectured.

James groaned in annoyance, mainly at himself, as he tried to catch up to Sofia. They were now flying around each of the Pillars and James was quickly catching up to Sofia. Sofia noticed this and flicked the reins to motion for Minimus to go faster, though the little horse was going as fast as he could. Sofia had just flown through one of the three hedge rings with James right on her tail. They flew around a few broken pillars that peeked out of the water before they drew closer to the gate. There wasn't enough room for both competitors to fit through so James had no choice but to pull back his horse, causing Sofia to gain more of the lead. Sofia looked up at the Steeple just ahead as she pulled on Minimus' reins to make him go up. Minimus began climbing the Steeple as quickly as he could, though struggling a bit due to all the flying for the past couple hours.

"Come on, Minimus!" Sofia encouraged. "You can do it!" Said Pegasus struggled just a bit more until he finally flew through the Steeple and under the bell, which Sofia rang as she flew under it. As they descended downwards, James used it to his advantage to get closer to Sofia. Now they were both neck and neck with each other, each trying to pass the other. They made the next turn as the finish line came within sight. Simultaneously, they both beckoned their horses to go faster. The finish line was just a few meters away now and they were still neck and neck with one another. However, at the last second, with one final push of his wings, Minimus was able to get one last gust of wind under his wings, winning the race for Sofia by a nose.

Sofia and James flew their Pegasi for a bit longer before landing at the entrance of the stables. James climbed off his horse and led it to where Sofia was.

"Good racing out there, Sofia," he complimented. Sofia smiled as she climbed down off Minimus.

"Thanks," she replied. "You did great out there too."

"Thanks." With that, they both led their Pegasi into the stables and placed them in their respective stalls to clean them up a bit. Sofia took a brush and began grooming Minimus down.

"You did great out there Minimus," she complimented the little horse. Said Pegasus looked back at Sofia with a grateful smile.

"You really think so?" he asked. Sofia giggled and nodded.

"Of course. You've really come a long way since the day we met."

"I don't know," Minimus said looking down. "Sometimes I feel like I haven't improved much." Sofia frowned as she made her way in front of the little horse and brought both her hands under his chin to make him look up at her.

"Don't say that Minimus," she said softly. "You've done great over the years. Everyday that we fly together, I can see how much you improve. You've really become an amazing stallion." Minimus looked into Sofia's eyes as his heart was filled with so much joy as her words.

"Do you really mean that?" he asked softly. Sofia smiled widely and nodded.

"Of course she does," said Clover as he appeared out of nowhere for the second time that day. "Sofia never says anything she doesn't mean." Sofia giggled at her rabbit friend and looked back at the little Pegasus.

"He's right. And I also have no doubt in my mind that you will be even better than any of the flying horses at the race tomorrow." Minimus smiled at his dear friend.

"Thanks Sofia," he said. 'You always know what to say." Sofia giggled and hugged him around the neck.

"You're welcome Minimus."

"Hey Sofia!" yelled James from the entrance of the stables after he finished cleaning his Pegasus. "Come on, we need to get going. The couch is here."

"Coming!" Sofia called back before she looked back at Minimus. "I'll see you tomorrow for the big race."

"And I'll be here waiting," Minimus said, with a hint of nervousness in his voice. With one final hug, Sofia left the stables with Clover close behind and went to get changed into her princess gown. After she changed, she rushed towards the couch as fast as she could, not wanting to keep her brother waiting. However, as she turned a corner to where the couch was, she accidentally ran into someone, which caused them both to fall to the ground. Sofia sat up a little and started rubbing her head. She was about to apologize when the other person she had knocked over spoke first.

"Watch where you're going!" he shouted in a harsh tone. Sofia looked up to see that it was Prince Marcus, the new student who quickly became one of the most popular princes at Royal Prep. He was also the prince of a large and mighty Kingdom, so that earned him some extra points with quite a few of the students. He had dark brown hair and olive green eyes. He also had a really bad attitude, at least to those who he felt had done him wrong. When he first came to Royal Prep, he tried to ask Sofia for her hand, but when she kindly rejected him, he took it as an insult and has been extremely rude to her ever since, ever going as far as to call her an unworthy princess because she wasn't born a Royal.

"I'm sorry," Sofia said, though part of her really wasn't, as she picked herself up off the ground. She really didn't like Marcus but still acted politely to him, to a certain degree. Marcus glared angrily at her, making Clover hide behind Sofia.

"You should be!" he hissed. "This is a brand new outfit and you just got dirt on it!"

"I said I was sorry," Sofia said in a stern tone as she narrowed her eyes at him and tried to contain her own anger.

"And you think that's good enough?" Marcus shouted. He then took a deep breath, regaining his composure and stood up straight. He looked back at Sofia with a straight face, as if he were looking at someone not worthy of his attention. "You truly are an unworthy princess. Clumsy and ungainly." Sofia stood up as well, standing to full height in front of Marcus.

"You may think so, Marcus," Sofia said, "but I at least have some common decency to treat others with respect. Even to those who have such rudimentary behavior when things don't go their way." Marcus, knowing exactly what Sofia was implying, glared at the purple dressed princess with anger in his eyes.

"What did you say you little b-"

"Marcus!" shouted a new voice. Both Sofia and Marcus looked towards the source of the new voice and saw James standing not too far away, with a dangerous look upon his face, and he was aiming it right at Marcus. Said prince glared daggers at him in return. How dare he interrupt him. Marcus would not tolerate such insolence, but his problem right now wasn't with James, but with Sofia.

"Stay out of this," Marcus hissed. James ignored his threat and walked closer to the two.

"She said she was sorry," James said in a low tone. "Now back off and let us be on our way." The two princes stood close to one another. James had grown much over the years, nearly standing six feet tall. Marcus wasn't much taller than James, standing about an inch or so taller, so they were both at eye level, both glaring viciously at one another.

Marcus knew that now was not the time for a fight, especially if it was two on one. He knew he could take James on anytime, but with Sofia, who had taken a few martial arts classes herself and could certainly hold her own if it came down to it, he was outmatched. Plus he knew a brother defending his sister was a dangerous opponent. Marcus stood there for a moment longer, before taking in a deep breath and softened his glare.

"Of course," he said calmly. He then looked at Sofia, who stood firm where she was. Marcus then bowed to her. "My apologies, Princess Sofia. You are right. I was not paying attention to where I was going. So the fault is mine as well." He stood back up to full height.

"And perhaps you are right. I do tend to lash out when things don't go my way. Maybe I should learn to take things more gracefully and dignified, like a true prince should. Perhaps it is I that is unworthy." Sofia looked questioningly at Marcus, unsure of what to make of his change in behavior. She wasn't buying his apology for a second, but she didn't want to push the matter any further. Although a small part of her was hoping that maybe Marcus was finally making an attempt to be better, that seemed very unlikely. But nevertheless, Sofia nodded her head at Marcus.

"It's okay, Marcus," Sofia said, though her tone indicated that she didn't trust him in the slightest. Marcus nodded his head and gave a small smile. He stared at Sofia for a long while. Sofia noticed the way he was looking at her and it was making her increasingly uncomfortable the longer it went on. Finally, Marcus spoke up again.

"I shall leave you both to it then. Farewell, Princess." With that, Marcus bowed once more and made his way past Sofia and disappeared around the corner. Once he was gone Sofia sighed in relief, extremely glad that a confrontation didn't go down, and looked up at her brother.

"Thanks James," she said. James continued to stare at the corner where Marcus had disappeared to, just to make sure that he wouldn't come back. He wasn't buying that little performance either.

"Come on Sofia," he said in a neutral tone without taking his eyes away from that spot. "Let's get out of here." Sofia nodded and quickly made her way towards the couch. James stayed where he was for a few moments longer before finally turning around towards the couch as well. Once inside the couch, the driver flicked the reins of the Pegusi carrying the couch and they took off and flew back to the kingdom of Enchancia.

Upon arriving at the castle, Sofia immediately climbed out of the couch and ran to her room with Clover following close behind. Once she was there, she ran straight to her bed. Every time she had a run in with Marcus, she always felt a chill go through her. Even though he treated her cruelly, he would always look at her with lust in his eyes, and not in a good way. It was as if he wanted her body. It always made her feel uncomfortable to be within the same area as him. And today was no exception. She was very glad that her step-brother was with her most of the time he was around. It made things more bearable. When he stared at her just before he left, it made her feel like she was a small animal being hunted. But she was glad to be back at home, and as far away from him as possible. Her thoughts were broken when Clover spoke to her.

"Hey Sofe," He said. "Don't let that creep get to you. He's not even worth your time." Sofia sighed before smiling at her rabbit friend.

"I know," she said as she gently patted his head. "You're right Clover."

"He's right about what?" Robin asked. Sofia and Clover looked towards the window to see Robin and Mia flying into the room and landing on Sofia's pillows while Whatnaught climbed in through the window and ran onto the bed and sat next to Clover.

"Just Marcus starting trouble again," Clover answered to the red bird.

"Oh no, What happened now?" Robin asked. Sofia was about to answer when Clover continued.

"Well, she was just about to head to her couch, when all of a sudden- Boom- he knocked right into her."

"Oh dear," Mia said.

"Oh, and that's not even the worst part,' Clover continued. "The worst part is when he tried to blame her for getting his 'precious princely' suit dirty." He made a mocking prince impression on the words 'precious princely', which made Sofia giggle a bit.

"Ugh, what a jerk!" Mia said. Robin and Whatnaught both nodded in agreement.

"I know right? But then James came to the rescue and scared the little guys off with his tail between his legs." Clover thought for a moment. "You know, if humans had tails."

"Are you alright Sofia?" Robin asked. Sofia smiled at her animal friends as she nodded.

"I'm fine guys," she said kindly. "As Clover said, he's not worth my time so I'm not going to let it bother me."

"That's my girl," Clover cheered. Then another thought came to mind. "Oh by the way, what's this ball that's happening soon?" Sofia rolled her eyes but giggled nonetheless.

"I already told you, Clover," she said. "This Friday's Royal Ball is my Anniversary Ball. It's been almost seven years since I was welcomed into the Royal family."

"Oh yeah," Clover said, finally remembering. Sofia smiled.

"Yeah, and I'm really looking forward to it."

"Why's that?" Mia asked. Sofia was about to speak when she heard her bedroom doors open, causing all the animals to scatter. Sofia looked up at the door to see Amber in the doorway. Sofia had no words that could describe how glad she was to see her.

"Sofia?" Amber said, looking around until she spotted Sofia on the bed and quickly walked over to her.

"James told me what happened. Are you alright?" She asked as reached Sofia and she leaned down to take her hands. Sofia smiled warmly at her step-sister and nodded.

"Yes. I'm fine," she answered. Amber smiled as well before letting go of Sofia's hands and standing up with her fists clenched at her sides.

"Oh, that Marcus," she said as if that very name was an insult. "I swear that boy needs to have his head smacked around a few times. I mean, he is so infuriating!" Sofia knew when Amber hated someone because she never wished harm to anyone. But it was a nice feeling knowing that Amber was looking out for her.

"It's alright Amber," Sofia said. "I'm fine. Marcus apologized for his behavior, so it all ended well, I guess. Maybe he's finally turning a new leaf." Amber let out a scoff.

"No Sofia, it's not alright." Amber practically threw her arms out in emphasis that it wasn't alright. "That monster might have everyone else fooled, but he doesn't fool me one bit! He is a complete degenerate Prince!"

"Amber really, it's no big deal." Amber looked down at her sister and sighed.

"Oh Sofia," she said as she sat down next to Sofia and once again took her hands, causing Sofia to stiffen a little as her heart raced and a slight blush appeared on her cheeks. Luckily Amber didn't notice any of this. "Of course it's a big deal. To me at least." Sofia smiled inwardly and let Amber continue.

"I care about you Sofia, and it really bothers me with the way he treated you, just because you rejected him. You say it's no big deal, but it is. I worry everyday that he might actually do something horrible to you. He may have feigned an apology today, but that doesn't mean he has turned a new leaf. I'm sure he was just saying that because he was cornered. I don't want anything to happen to you." Sofia was so touched that Amber cared for her so much. Her heart was racing so fast and beating so loudly that she was afraid Amber would hear it. What she decided to do next would surely test her limit. She decided to take the chance and lean her head on Amber's left shoulder. And to her surprise, Amber didn't object, but instead rested her own head on hers.

"Thank you for caring so much about me, Amber," Sofia said warmly. Amber tightened her grip on both of Sofia's hands.

"It's my job," she said before she let out a small giggle, which caused Sofia to do so as well. "And it's my pleasure." They both stayed in that position for what felt like forever before Amber cleared her throat and stood up.

"Well, I have to go get ready for dinner," she said as she made her way towards the bedroom doors. "They're serving James' favorite tonight so I better get there early before he eats it all. See you there, Sofia."

"See you there," the princess replied. Amber smiled and waved to her before disappearing behind the door. Sofia remained seated where she was and placed her chin in her hands and her elbows on her knees and stared dreamily at the doors where Amber once was, a blush still present on her face.

Today wasn't so bad after all, she thought to herself as she continued to stare at the doors. Little did she know that Clover, who was hiding behind one of the pillows, had watched everything that had just transpired and was now looking at Sofia suspiciously.

A/N: I really hope you guys enjoyed this chapter. It took a while to think of how to make Marcus more interesting rather than him be just a raging brute. I wanted him to be more cunning and deceitful than in the original draft. Please let me know what you guys think. Also, if you guys enjoy my work, please head on over to my YouTube channel "C.T. Fosmire, Author" and subscribe. It will really help me with my writing career. And if you wish to support me further, please head on over to my P4TR3ON page on my profile. It is completely voluntary and you don't have to do anything. Thank you guys for reading this and I will see you guys soon!