Fluttershy lay silent for a moment, enjoying every radiant touch and motion she felt between Twilight and herself. She wasn’t sure what it was. Was it just Twilight’s little foal costume, or perhaps something deeper inside of the mare trying to reach out?

Fluttershy didn’t know what it was, she simply knew being in Twilight’s arms made her feel wonderful, magical even. Fluttershy fidgeted a few inches at a time to get comfortable but Twilight’s limbs which were wrapped around the timid mare’s body kept her in place.

The timid mare finally got comfortable in her position, cuddling underneath her friend and her heavy white blanket! Fluttershy felt her friend’s breathing slowly pace her own, it was rhythmic to her. Slowly the mare felt her body relax, she shuttered her eyes a moment…

“Fluttershy, open your eyes it’s something that happens to everyone” A stern voice called from behind the yellow filly. Fluttershy turned back, it appeared to be a well-built pagasus male. His coat was faint sea blue; his mane a tense golden shine. He bared no clothes other than a blue wonderbolts' cap and a red whistle.

The stallion crept up behind Fluttershy. She stood weakly, years of physical strain showed no results on her body. She was brittle; wings to small, and a weak composter. She was tall and weak, but this didn’t quite impead her spirits. The yellow filly lifted her head from the semisolid clouds she had her head stuffed into.

To her shock she opened her eye lids to reveal a terrifying sight. A dusty black pagasus had appeared to have crashed hoofs first into the ground completely bending back his front right hoof, and managling his front left hoof.

The Yellow Filly sat down on her bottom twos for a moment her front hoofs being used to cover her mouth, a tear fell from her eyes. She looked up at the drill instructor, “Why did you show me this, why? Why won’t aren’t you helping him? Why, why why?!”

In a pit of fury the instructor grabbed the crying mare’s face by her chin and spot angrily in a cold fast paced tone of voice, “Listen Cadet Fluttershy, Cloudsdale Flight Acadamy only allows the top in aerodynamically gifted students to move unto the Royal Cloudsdale army when they’re mature. Given your less than satisfactory performance in the pass I’d love to fail your blank flank asap! But your uncle and your father were both some highly talented and decorated heros.”

The Timid mares face lit up a bit in anger of her own, “That doesn’t give you the right to disregard others wellbeing! We’re not all soldiers like you, most of us were forced her by legacy, not by choice! You might be a great captain; but that boy who is now crying in pain isn’t! I know him; he’s a ten year old colt and he’s not thinking about what a great flyer you’ll make him into. He’s wondering why you’re making someone so newly adapt to flying pull aerial moves the Wonderbolt’s themselves wouldn’t attempt!

The pagasus and captain stared in deadlock for several minutes; the fury in both of their eyes drew the attention of the entire platoon around the two. Fluttershy who was once on all fours firmly on the ground turned her head in an act of insubordination.

The stallion in an act of rage slapped the filly across the face, the slap swell up part of Fluttershy’s face and sent her falling to the ground in tears.

The stallion lowered his head down to scream into the yellow fillies ears, “Listen misses Flutter Crash, I never want to hear such disrespectful words from you again! You’re to stay in appropriate context, within orders of your drill instructor, and you’re supposed to know your place! You’re only a filly; you have no right to be talking to someone older than you like that!”\

Fluttershy lay weeping on the ground, still recovering her weak legs barely held her up as she stood on all fours. The Captain yelled in her face “Are we clear?!” Fluttershy responded with a pathetic whining noise “Yes!”

The captain yelled the same question at her each time getting the same high pitched “yes” from Fluttershy. The Drill Instructors once angry frown turned to laughter as he started laughing at the poor filly in front of him. Soon one or two of the audience members started to chuckle, and in a second almost everyone started pointing and laughing at the pagasus.

Fluttershy hid her face behind her hoofs as she felt the tears warm her face. The drill captain regained his proper stance and brushing off a last chuckle pointed to the still hurting colt and said “Cadet Fluttershy, go escort Boeing to the clinic and return to the barracks. I’m done with your sass today young missy!”

Fluttershy trotted out of the ring of bystanders who had enveloped the scene, the mob made a small opening for Fluttershy to crawl through as she left the nuclease the facility.

She was agile running to Boeing, she didn’t want to draw more attention than need be and with a flip of her hair brought her bangs over the one side of her face.

Fluttershy made a few running jumps through the course to get to the boy efficiently, She didn’t even recognize the fact she was doing it. She with one last leap and with the assistance of her wings made it unto one of the soft cloud surfaces that was originally white.

Now the cloud itself was disgusting, covered in blood which soaked through a great deal of the area were the colt now laid. Fluttershy crouched down beside him, “Boeing are you alright? Please tell me you’re alright!” The colt cracked his eyes open a little and weakly grinned.

Fluttershy managed to mount him of his back, she ran to the edge of the cloud platform before realizing without her previously harnessed stamina she wouldn’t be able to make a jump, and the boy weighed too much for her to support him with her weak wings.

Fluttershy set him down next her and gave him a hug, “I’m sorry I couldn’t do more for you Boeing I just don’t have the strength”. Fluttershy wrapped her hoofs around Boeing’s neck for a few more seconds before a blinding rainbow light flashed through the sky!

In Rainbow Dash’s childish high pitch voice she yelled “Have no fear, Rainbow Dash is here!” The Cyan Pagasus managed to wrap her arms around the Dusty Black colt and hoisted him up midflight; she slowed down a bit in the process but still effectively managed to get the colt to the clinic in a few blinks of an eye.

Fluttershy stared in awe before breaking out of her trance. She then looked down at the edge of the cloud and weakly bunny hopped between each one of the fluffy white masses before landing on one of the base platforms.

Fluttershy didn’t however make a decent landing though, with an audible *Eph! The Filly landed stomach first unto the cloud winding her in the process. She looked up to see two male pagasi standing right in front of her.

They were both enormous in comparison to the young filly; one had a coat of dark brown, the other sporting one of orange. Both of them incorporated long brunette bangs and both were muscular; so well built you could easily tell they were the top flyers in the platoon.

The brown one maneuvered his face right in front of Fluttershy’s before taunting “What’s wrong Fluttercry!? Were you too scared to jump?” The Weak filly tried to contest but the orange one yellowed in the background “Yeah Fluttercry! You’re so useless; you can’t even stand up for yourself let alone another pagasi!”

Fluttershy’s face got flustered as her eyes narrowed in distress “I can buti’mjust…” The brown one intervened “Just what, Helpless?! Yes you are! How’d you ever make it into such a prestigious flight academy?! You’re pathetic Fluttershy, a blank flank, useless; you might as well be a foal!” Both of them backed up in laughter.

Fluttershy cracked her mouth open but her emotions got the best of her as she started to sob and eventually broke down of her two front hoofs crying. The Filly watched as the two inched away laughing at the scolding they just gave the yellow pagasus.

Fluttershy sat there for a good minute trying to come up with a souliable answer to her social problem here. She was never a popular pony; she had no unique abilities and was even handicapped by her wings since she got here.

Fluttershy weakly pushed herself from the white puffed cloud surface, her chin stained by it white residue smeared on by friction. She wiped it off with her front right hoof before lowering her hair allowing her faiusia pink bangs to cover the sides of her muzzle and face.

Fluttershy waited until the twilight sky turned darker to set out for the clinic center, one time arrived she galloped as fast as she could making sure no one saw her on the way there.

Fluttershy came crashing through the clinic doors in her haste. The clinic was for the most part vacant, the facility was an open gymnasium sized cloud dome with a synthetic cloth dividers allowing privacy for those being examined. The only two area’s that stood out were the nurse’s main office desk in the front and the cloud formed room in the back of the dome used as the Emergency room.

Fluttershy pranced up the white nurse with a long beautiful purple and pink mane. Fluttershy hit a bell on the front of the desk weakly, The nurse fixated on a magazine she was reading peaked over the white granite desk to see the Yellow Filly in peril.

The nurse looked a moment before calling out “Oh my, Fluttershy dear are you all right sweetie”, the nurse sprang over her desk and beside the Filly. Fluttershy looked at the nurse as she felt a wing wrap warmly around her side. The both of them paused a moment “Fluttershy?”

Fluttershy looked up to the nurse’s face “Is-Is he alright?” The nurse looked at the ground and a moment trying to avoid contact, “He didn’t make it, poor thing bled out before the doctor could operate properly… I’m sorry.” Fluttershy fell on the ground sobbing, “I couldn’t save him, I can’t save anyone! I can’t even save myself!”

The nurse reached over to grab a note off of his desk, “He told me to write this down for you Fluttershy”. The nurse laid it infront of the filly, it read:

“Fluttershy, I appreciate what you had to say. I was listening despite the agonizing pain I was in, I was still listening. It took guts to do what you did out there, all I can say is thank you… thank you a lot! This academy; it’s filled with nothing but monsters and those who will become ones. I don’t want to die Fluttershy, but I’ll happily do so knowing I’ll never have to endure anymore training here.

I always thought you were nice, really nice, and pretty too. You don’t deserve to endure anything that happened and will likely continue to happen if you stay here. Don’t let yourself give up Fluttershy, please just don’t give up. I’m getting tired now, maybe it’d be best to just sleep this all off you know?” – Boeing

Fluttershy looked up at the nurse, “You don’t think I should leave Cloudsdale Academy do you”? The nurse looked down at the Filly, “I know I’m obligated to say you should stay, but I care for people more than this petty job. Yes Fluttershy, you’re a wonderful young filly and as long as you stay here I doubt you’ll ever blossom.”

Fluttershy looked awestruck at the White Pagasus standing overhead, “Nurse Purple Heart but I…” But before Purple heart could finish a loud banging admitted from the clinic facilities front door. The Captain came barreling in through the front door, “Cadet Fluttershy, what are you doing in here? I thought I told you to go directly to the barracks!”

The nurse got a red face as she spat out in anger “That’s it I’m tired you-you Hardass! I don’t care if you’re trying to train them to be the best of the best, they’re kids. They can’t handle the abuse of a wonder bolt or even a regular adult pagasus. You were discharged from the Royal Cloudsdale Air force for a reason. You let Boeing sit out there and bleed to death because you couldn’t keep your trap shut for five minutes to help the out the poor soul. Now respectfully get the hell out of my office!”

The Captain gave an audible gulp as he backed out through the door, “Perhaps I shall discuss this later” he said. The nurse looked down to find the Fluttershy giving her the biggest grin the filly had ever seen. The nurse kissed her on the forehead, “Don’t you worry I’ll figure out something”.

Fluttershy and the nurse sat silently in the vacant room for a minute or so before a slight creaking of the door brought some of colorful lighting from the rainbows that illuminated Cloudsdale in the late hours of the night. Rainbow Dash peaked her head through the door and gave a small slightly coy grin.

The Cyan pony spoke out loud softely, “I have an idea, it involves me showing the “top flyers” who’s boss and getting Flutters here out of The Academy!

The dream started to become vague after that. A blurred image of The Rainbow manned pony getting into an argument with two other pagasi weakly lit up her mind. Another blurred image of her holding a red flag with her mouth. She started to become semi conscience; she saw a streak of rainbow fly by as she was shoved to the side off the cloud. She started to free fall, hoping, begging her wings would function. She started flailing her wings rapidly until she felt a soft hug overcome her body.

Fluttershy’s eyes’ shot open, she looked back to see her Alicorn friend still hugging unto her. Fluttershy smiled. She was being snuggled by her friend and was under her heavy white comforter.

Twilight adjusted a little bit every so often but the Two ponies were pretty well bonded together, for Fluttershy it was peaceful. In each other’s warm embrace the two listened to the morning birds sing while Twilight would occasionally nuzzle the back of Fluttershy’s mane or peck her on the back of her yellow neck.

Fluttershy giggled a little bit every time Twilight would peck her on the neck, letting out fake pleads, saying little words like “Twilight!” or “Stop!” which acted as all fun in games in truth.

Fluttershy and Twilight chuckled a bit before Fluttershy opened her mouth, “Twilight?” The alicorn cracked her eyes open and weakly responded “Yeah?” Fluttershy smiled “Can we let this moment last forever?” Twilight smiled “No, but we can enjoy it as much as we went right now”!

Fluttershy did a cute little shake grinding her diapered rump against Twilight’s pelvis a little bit; Twilight blushed before she giggled a bit. Twilight spoke out softly “Flutters you don’t know how adorable you are!” finishing her statement she pecked Fluttershy on the back of her neck one last time.

Fluttershy blushed, it was weird for her. To have her filly friend kiss her so intimately, she’d never been given affection quite like this by any other mare or really any other pony come to think of it. Fluttershy yawned and stretched out her arms wide being sure to avoid knocking off Twilights members that had been wrapped around her soft yellow coat.

Twilight smiled weakly, “I think it’s about time we get up, don’t you think?” Fluttershy smiled before fully opening her eyes, “But Twiliy, I want to snuggle!” Twilight blushed; her bother was the only other pony to call her that. Twilight smiled as the Pagasus allowed her grip to loosen on the purple arms wrapped around her body.

Twilight was the first to climb out of the covers making sure not to wrinkle them too much; she sat on the bedside waiting for Fluttershy to wake up. Fluttershy did one last stretch under the heavy white covers, she made a cute little ‘o’ with her mouth as she yawned. The pagasus was slow in climbing out of her covers.

Fluttershy walked on top of the bed before sharing a seat on her back two legs next to Twilight. She had forgotten about the fact her friend was dressed as a foal. Fluttershy blushed “So, umm… I never got to ask. Do you enjoy being dressed like-like that?”

Twilight looked at her friend with a slight confusion, “Like what- Oh! A foal? Why of course I-“Twilight at tried to retract her statement. Fluttershy smiled as she looked in the opposite direction, the blush on Twilights face was obvious, blatant even.

Fluttershy put her hoof around Twilight, “Don’t worry Twilight, I know it’s a weird sensation but- you know. Acting like a foal it’s so adorable, it’s so innocent, it’s so… so…” “Comforting?” Twilight cut Fluttershy off.

Fluttershy smiled a bit, “See, I knew always thought you’d like it!” Fluttershy threw both arms around Twilights shoulders. Fluttershy looked towards her friend “So, do you like being dressed like a foal?” Twilight nervously giggled a bit but was able to sought comfort in the eyes of her friend.

Twilight smiled, “I have to say, it was a bit weird for me at first. But all the clothes were so cute, like I originally chose this outfit for you but the shirt- and the diaper is so-so comfortable. So maybe just kinda-sorta I like it” Twilight said blushing and turning.

Fluttershy beamed a smile at Twilight, “Oh, Twilight; This will be so much fun! We can role play and sleep in the crib and I’m so excited!” Twilight gave another awkward smile, “I mean, I want to take care of you still you know? But I mean- maybe sometimes we could just you know…?” Fluttershy pecked her on the check “Yes” then embraced Twilight in for a hug.

Twilight smiled and spoke a little bit more comfortably getting that short summit over with, “Say Fluttershy, do we have any food I’m wanting to make breakfast!” Fluttershy put her hoof over Twilight’s mouth, “No, please dear allow me!”

Without hesitation Fluttershy flew out of the room closing the bedroom door behind her. Twilight sat there for a moment looking at herself in the mirror which hang adjacent on the wall against to Fluttershys bed.

She noticed every small detail of herself and her cute little ensemble, the way the diaper bulged out of the top of her tight little Navy blue shorts. The way the cotton white shirt and navy blue ascot brought the whole outfit together. Not to mention the little hat it was so adorable, it felt right resting on top of her head.

The outfits’ size also had an effect on Twilight’s mind, each article of clothing was just a smidge to small revealing a bit of her purple coat. The sailors hat exposed a good deal of her pristine magenta and pink mane, the shirt showed traces of Twilight's little under belly. Not even to mention the shorts.

Twilight didn’t know why, but she was really in love with the shorts. They were a size too small, really tight; so tight they almost didn’t fit over the fluffy diaper. The diaper underneath them made them puff out almost a diaper cover, but the lacing the custom made diapers Twilight made at the end stuck out so ridgeley from the hemline of the shorts.

Twilight did a little jump onto the ground turning, examining the outfit in full circumference. The tight yet plush feeling on her rump drove her crazy. She sat down on her bottom two legs on the cold hard wood floor before letting out a subtle huff.

Twilight then stood up semi crouching on all fours, yet still resting most of her weight primarily on her back legs. She felt all of her lower back, leg, and stomach muscles cramping as she attempted to soil herself right on the spot. She stood fixated switching between the crawling and squatting position several times just begging, praying to lose control of her bladder.

She grunted audibly several times each time convulsing the muscles in her stomach to just let go… But she couldn't. She sat back down on her rump and back two staring at herself for a moment in the mirror.

Her eyes had grown swollen a bit, each one on the brink of tears. Her face and muzzle swollen red with a strange lust of desperation. Her body was shaking, begging for a release, ever muscle in her body was enraptured in a hot tense state.

She looked at herself a moment grasping the reality of what she just tried to do, she collapsed on all fours tears dripping down her red flustered face. Under her breath she muttered in a quite sob, “What’s wrong with me…”

Author's Note

I really hope you guys enjoyed the chapter, This one was a bit harder to write but in the end it was worth it! Well as always the next chapter will be out in 5-7 days and I hope all you guys have a great day! ~ Dj_England

Note: (The story is in the process of being edited by "Don'tLookAtMyNameBro")