Equestria Girls Series; Episode 2: Fluttershy

by That_G3_Obsessive

Rating: everyone
Tags: Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Other, Comedy, Fluttershy, Random, Adventure, Discord, Human
Length: 6196

When Fluttershy mysteriously disappears after Rainbow Dash's Welcome Back party, Twilight knows O'Brian is up to no good again.

When Fluttershy mysteriously disappears after Rainbow Dash's Welcome Back party and isn't heard from after three days, Twilight Sparkle knows O'Brien is up to no good again. Will she make it to the mirror in time to save her friend? Or is she already too late?

Sequel to Equestria Girls Series Episode 1: Rainbow Dash

Published 2013-09-26 22:10:02 UTC
Last updated 2013-11-10 19:12:31 UTC

Prologue: Twilight Sparkle

Ever since visiting Fluttershy's cottage everyday since Discord's warning, Twilight Sparkle, a purple and magenta alicorn, had been slacking on the "daily visits." She only came every so often, and not for very long.

Every time she went, the meadow-yellow pegasus assured her she was fine and that she didn't need to be checked on everyday. Her other friends, Applejack, Pinkie Pie, Rarity, and Rainbow Dash, had said the same thing.

Twilight was on the lookout for O'Brian, a human that had come to Equestria and kidnapped Rainbow Dash. Twilight had been forced to go through the magic portal that led to the human world to rescue her. Rainbow had received new and mysterious gifts and powers upon meeting herself from the other world, but hadn't been able to try them out yet due to both her wings being severely broken and were still healing. It would be another few days before she would be allowed to unfold her wings, much less fly. The cyan pegasus had been kicked out of her cloud home and was currently staying in the Golden Oaks library with Twilight and her baby dragon Spike while she healed. Discord, a sly draquonicus, had warned her that sometime soon another pony would be kidnapped by O'Brian when he returned for revenge, and she had been checking up on them to make sure he didn't pull a sly one on the ponies.

But recently, however, she hadn't checked up on her friends for three days. She had seen all of them at the town marketplace except Fluttershy, but she was going to her cottage today.

"Hey, Twilight!" called Rainbow Dash from Twilight's bedroom. "Have you seen Fluttershy recently? She's been watching Tank while I'm here, and I want to check up on him!"

"I'm going there now!" Twilight yelled back. "You can come if you want!"

"Okay!" she agreed, then jumped down from the ledge.

"Rainbow, you know you're not supposed to do that until your leg is completely healed," Twilight sighed.

"Yeah, yeah, whatever," Rainbow rolled her eyes. Typical. "Let's go!"

Twilight sighed again. There were no rules for this pony. Nothing got in her way. "Fine."

They set out for Fluttershy's cottage, which resided at the edge of Ponyville. Before they even got close, the ponies could here the chirps and squeaks of all the little woodland creatures she took care of. But something was wrong. The chirps weren't excited or happy. They were anxious, like they were scared. They were never scared as long as Flutters was with them.

Twilight picked up the pace, and soon they could see the small birdhouses that dotted the woods outside her home.

Angel Bunny, Fluttershy's favorite pet, sprinted towards them. He looked really scared.

"Something's up," muttered Rainbow, then started galloping towards the small cottage. Angel ran just ahead, urgently motioning for them to hurry.

Twilight ran ahead and knocked on the door. Fluttershy didn't answer. Twilight knocked again, harder. Still no answer.

She sprung open the door with her magic and hopped in. Flutters was no where to be found. The house was dark, and all the window's shutters were locked.

"She's gone. It looks like for a few days, too," Twilight observed. "I don't know who could have done it, but-"

"It's that creep who stole me and tried to sell me to a pet shop!" growled Rainbow. "Why, I'll-"

Twilight stuck out her hoof to stop the pegasus from running to the coast of Equestria and swimming to the human world. The ponies had discovered that the human world was just across the sea from Equestria when Rainbow was kidnapped and taken to the human world on a giant floaty-thing. The mirror was just a shortcut to Canterlot High.

"Why did I slack off on checking on her!" Twilight nearly wailed. "The poor pony is probably having twenty heart-attacks a day, and we didn't even know about it!"

"I'll fly across the sea and..." Rainbow trailed off. She glanced at her bound wings with utter disgust and sighed. "Right."

"I have to go through the mirror again," said Twilight. "Maybe the same thing that happened to you will happen to Fluttershy if I unite her to her human self from the other world."

"I'm coming, too!"  demanded Rainbow.

"No!" Twilight almost shouted. "I already lost you once, I don't want to lose you again!"

"But-" Rainbow protested.

"No," the princess interrupted. There was no argument on this one.

"Fine," Rainbow sighed. "Just bring me back a snowglobe or something."

* * *

"She's been WHAT?!?" Rarity cried. Her crystal-blue eyes widened with fear, stretching the mascara she always wore.

"Kidnapped. Just like Rainbow," Twilight confirmed.

"How in tarnation did we not notice?" Applejack covered her face with her hat in shame.

"I'll set up the welcome home party for when you get back!" Pinkie raised her hoof.

"Not now, Pinkie Pie!" snapped Rainbow, and all the ponies started arguing.

"STOP IT!!!" Twilight shouted over the din. "Fluttershy could be in danger, and we're all sitting her bickering about a party! I need to get through the portal and rescue her!"

"I'll pack your bags," offered Rarity, holding up saddle-bags with her sky-blue magic. Her horn glowing, she packed a ton of clothes and food and other things she would need on the trip.

"Uh... Rarity?" Applejack looked confused. "Why in Equestria would Twilight need eyelash curlers and a hairdryer?"

"Well, wait until she is in desperate need to curl her lashes and she forgot to pack her curlers!" Rarity snapped, then went back to shoving three hairbrushes into the bags.

"Rarity, I appreciate your care, but I really don't need my Gala dress," Twilight reasoned awkwardly as Rarity shoved twenty outfits into the bags, which were beginning to burst at the seams.

"Fine," she lifted all of the junk out of the luggage. All that was left was the outfit from her birthday party last year and a few Sweet Apple AcresTM products. She gently set the saddle-bags onto Twilight's back.

"Oooh, I'm so exited! It's been awhile since I've seen Shining Armor and Cadence!" giggled Pinkie as they filed towards the train station.

"Uh, you just saw them last week," Rainbow rolled her eyes as they sat down to wait for the Friendship Express.

"Yeah! That was forever!" the pink earth pony pulled at her bottom eyelids for effect. All the ponies laughed despite the situation.

"The Cryyyystal Empire!" shouted the conductor pony as the train pulled into the station.

"Come on!" Pinkie Pie literally bounced onto the train.

Twilight rolled her eyes at the crazy pony's antics, then boarded the train herself. Just like last time, only completely different.

Twilight wasn't scared of being hurt while rescuing her friend from a madman. She was scared that Fluttershy would be hurt, and Twilight knew that the poor pony's heart couldn't take too much fright.

Chapter 1: Fluttershy

Fluttershy had been in chains for three days, but she wasn't scared. She had already clarified to herself that she was to her limit and the situation couldn't possibly get any scarier.

She sat calmly in the rocking Floater as the human being steering it looked back at her. He was very cruel looking with a sharp, upturned nose like he spent his free time looking down at everypony. He was in ragged, dirty clothes, and his goatee was rugged like he hadn't shaved in weeks.

Fluttershy had heard that the human who kidnapped Rainbow Dash was stern, cruel, and completely insane. This one was only stern. He didn't be mean to her, only ignored her as days passed. Fluttershy had tried pleading with him many times, but he only glanced at her, then turned to the ocean to steer the Floater.

Fluttershy had never gone so fast in her life. This was nothing compared to what Rainbow Dash could do, but Flutters couldn't fly this fast even if she tried her hardest. She loved the wind flowing through her long, pink mane, she loved the rush of adrenaline as she expanded her wings and glided as far as her chains would allow. No wonder Rainbow was always pushing her to fly faster. The feeling was almost magical.

"Excuse, me, sir," she whispered. He looked at her, with a bored, almost angry, look on his face.

"I really miss my friends. Could you please take me back now? If that's all right with you, of course," she added. He rolled his eyes and looked away.

"That's it," Fluttershy was getting angry by his lack of respect for her. "Listen here, mister. If you don't let me go right now, I'll give you The Stare!" He actually cracked up at that. Now Flutters was furious.

She looked him straight in the eye and opened hers to the extent that they turned slightly bloodshot, and the human stared back. She opened her eyes wider still, waiting for him to release the chains.

He didn't. He opened his mouth and laughed.

You think that that old trick will work on him? laughed a sly voice. I didn't work on me, so what made you think it would work on him?

"Discord?" she asked out loud. "What are you doing here? I thought we were friends!" Her teal eyes shrunk back to their normal size, and made a puppy-dog look into the air.

Of course I'm your friend! the draquonicus replied. This isn't MY doing. This is fate at work, my dear Fluttershy.

"What do you mean?" the pony demanded, not caring that the human was staring at her. "Why can't you help me?"

That's not my fight. It's YOUR'S, Fluttershy. I will assist you when needed, but even I can't interfere with destiny! Discord appeared right next to her, and the human shrieked.

"Discord!" Fluttershy wailed.

"My dear Fluttershy, this human is going to try to hurt you, and he is pure evil, even more than I was before you became my friend. I will protect you even more than I protected that Rainbow-pony, but I can only do so much." He turned to the human. "And you better watch your two-legged step of yours, pal. I've got my eye on you... literally!" He laughed as he pulled out his eyeball and flung it at the human. Even Fluttershy cracked a smile as the human scrambled back, then Discord and his eyeball poof-ed away.

Discord would be watching out for her. She didn't need to worry, right? But she couldn't help but gulp as the human glared at her.

"Who do you think you are?" he growled, so close that Fluttershy could smell the halitosis he obviously suffered from.

"I don't know," she whimpered, shrinking into her coat.

"Well, if I ever see that thing here again..." he trailed off. Fluttershy crouched at the back of the Floater as he walked back to the controls. The controls... her brain started thinking of a plan to free herself. If she could get to the controls...

You! Ha! laughed a voice in her head, only it wasn't Discord this time. Nasty Fluttershy was back. You're scared of your own shadow! How do you possibly think you can disable the controls?

I WILL disable them! Nice Fluttershy snapped. I am strong, and you can't tell me otherwise!

Oh, yeah? taunted Nasty Fluttershy. What are YOU gonna do to stop me? Are you going to give me The Stare? Oooh, I'm so scared! she laughed. Fluttershy tried to block her out and focus on her plan, but her horrible laugh kept coming back to her. Maybe Nasty Fluttershy was right. Maybe she should give up.

NO! she roared in her mind. TWILIGHT WILL COME TO HELP ME, BUT I CAN'T GIVE UP! NEVER!!!! She tugged at the chains encircling her legs. How would she get loose? She spotted a key ring on the human's belt. It would be there. She opened her wings and silently glided towards the human. Then she stopped herself.

Duh. she glided back to the back and thought it out a bit more. I should probably do this at night, when he's asleep, she said to herself. If I had been caught, I would've been in HUGE trouble!

She would wait until dark. Then she would steal the keys to free herself.

And then she would escape.

Chapter 2: Twilight Sparkle

Twilight gazed at the gleaming mirror and sighed. She was actually psyched to see her human friends again, but she didn't want to admit that to her actual friends. Her conflicting emotions were making her want to go into the mirror more, and that made her more guilty, and yet she was pleased to be going on an adventure, and...

Twilight shook her head to clear it. What was she thinking? Getting back to business, she levitated her crown onto her head and focused on her Element of Harmony. Her horn glowed, and a thin beam of magenta light shot out of her crown, just like it did last time. She felt more confident as she reached out a hoof and stepped through the portal...

Ugh. Twilight's head hurt. She opened her eyes to pavement with two things on the end of her arms with long, flexible fingers. She stood up carefully, and brushed herself off with her hands. She took a few steps forward to get the feel of walking on two legs, then took off sprinting towards Canterlot High. She had to hurry, otherwise she might not get to Largest Ever Pet Shop in time to intercept O'Brian.

Twilight leaped up the steps, than ran towards the cafeteria. Hopefully the girls were in school this time.

The cafeteria was empty, so the Equestrian ran to the nearest classroom and peered inside. She ran to Principle Celestia's office as fast as she could.

Not bothering to knock, she busted open the door and faced the principle. She must have looked pretty rabid there, because Celestia jumped out of her seat and nearly toppled over.

"Twilight?" she asked once she regained herself. "What are you doing here?"

"Where's Fluttershy?" Twilight demanded. Her wings stuck out and her ears were pulled back against her hair. Twilight wouldn't be surprised if she was foaming at the mouth.

"Class just ended," said Celestia, regaining her posture. "She's probably back home by now. Now if you'd be so kind as to tell me what you're-"

"Thanks, bye!" Twilight hustled out the door, cutting off the human. She slammed the door, not looking back, and wondered where Fluttershy lived.

Well, she knew where Rainbow Dash and Rarity lived, but she didn't want to alarm them, so she thought about where Fluttershy might hang out in her free time.

Animals, was the first thought that came to mind, but Twilight was puzzled to where animals would be living in a city. Besides pigeons, there was nothing.

Except in a pet shop! Twilight thought excitedly, then hurried to get to Largest Ever Pet Shop. Wait. What would Flutters be doing in a place like that? And wasn't that where O'Brian was going to take her Fluttershy?

Twilight kept walking. She didn't need this Fluttershy if she knew where O'Brian was taking the pony. When she saw the gray building in the distance, she broke out into a jog, careful to keep her wings and ears tucked so as to avoid attention. When she got to the base of the pet shop, she jogged right on inside. If Flutters had been gone three days already, then she must already be inside, right?

As the Equestrian walked through the glass doors to the pet section, she scanned the poor animals inside. There were dogs, cats, even some fish, but there were no ponies. Where was Fluttershy?

As a robot came floating by(Rainbow Dash had been right about the security system), Twilight had an idea. As she stood up abruptly, her head banged a light which flickered on. That was ironic.

She tried to walk as casually as she could to the robot, but she ended up going straight towards it anyway. Twilight tapped it on the shoulder, or where the shoulder would be if it were human, but it regarded her with no interest.

"Eh, hem!" she cleared her throat loudly, but the robot didn't respond.

"SIR!" she shouted. The robot finally took notice of her, but in the wrong way.

"No shouting in the pet shop," it said in a dull mechanical voice. "You are officially banned for one week. Have a nice day."

As the robot dragged her out the door, Twilight's wings slipped just a bit and someone caught sight of them.

"It's the mutant horse girl from Mars!" shouted the man, and Twilight recognized him from Rarity's shop when she forgot to cover her wings. "I told you! I'm not crazy!"

"Easy, big guy," said an employee. "There is no Mars invasion. Please calm down."

Twilight tucked her wings before anyone else could spot them, then walked out the door. The robot gave one last gruff push, then scooted back inside.

"Well, that rescue mission was a total bust," said a familiar voice. Twilight looked up to see Rainbow Dash trying not to laugh. "Who was kidnapped this time?"

"Rainbow!" Twilight was glad to see a familiar face. "How did you know I was here?"

"Duh," the cyan-blue girl ruffled her wings. Twilight noticed that she was still wearing the gold chain necklace that she had gotten when she and her Rainbow Dash "bonded". The ruby lightning bolt gleamed in the sunlight. "So, who was kidnapped? Obviously you wouldn't be here if it wasn't serious."

"It's Fluttershy!" Twilight cried. She had to get it out.

"Oh," Rainbow's face turned stony. "I mean, I can understand why the guy would take on me,  but Fluttershy? That's just cruel."

"It was cruel that he took you, too," said Twilight. "Now we need to get Fluttershy out of there. I'm positive she's already in there."

"Why do you say that?" inquired Rainbow. Twilight explained about not noticing Flutters was missing until three days after she was taken. "Oh," was all the cyan girl could say.

"Now I have to find you're Fluttershy to rescue my Fluttershy, and..." Twilight trailed off. This was sounding more and more hopeless.

"Why didn't you just come over to my house and say so!" exclaimed Rainbow Dash. "I know exactly where she lives! Follow me," she added before opening her feathered wings and taking off.

Twilight did the same, and in the corner of her eye, she saw a little girl point at them and tell her mother something. Whoops.

Rainbow flew into the city, carefully concealing herself in the clouds. Twilight mimicked her, and she gently landed on the roof of an apartment building. As Rainbow went down the stairwell that led down, Twilight wondered on what floor Fluttershy lived on. Hopefully not the first, because it looked like a tall building from here.

It was the first. Naturally. Rainbow eventually gave up running down the stairs and just spread her wings and glided. Twilight eventually gave up and followed suit. When the Equestria Girls finally reached the bottom, Twilight had to stop Rainbow and tuck her wings for her.

They opened the door into a... pet shop. Naturally Fluttershy would live in a pet shop. There were tons of little critters scampering around in a play area, and there was a little old lady sitting at the counter.

"Hello, girls!" said the old lady. "How may I help you?"

"Hey, Mrs. Twombly," said Rainbow Dash, and Twilight nodded towards Twombly. "Have you seen Fluttershy around?"

"Sorry, dear," Twombly shook her head. "You'd better ask Blythe. I haven't seen her in a while."

"Thanks anyway," smiled Rainbow, and started heading towards the pet place. Twilight scrambled to follow.

As Rainbow pushed open the door, Twilight saw something peculiar.

A human filly, talking with the animals.

Chapter 3: Fluttershy

It was dark, and Fluttershy was deep in concentration. As she gently reached out her front hooves to snatch the keys hooked on the sleeping human's belt, beads of sweat formed on her brow.

Fluttershy didn't have to rely on Twilight to bust her out. The main reason she was going to escape was to prove to her friends that she wasn't weak and helpless in a dangerous situation. And she had Discord on her side. If the draquonicus had helped Rainbow Dash with this, he would help his best friend even more.

Even though she had said that she appreciated her friends' criticizing of her fears, they actually stung her pretty hard. Fluttershy was weak, but that didn't mean that she had to like it. When Rainbow Dash talked about her behind her back, Fluttershy heard every word. The yellow pegasus was going to prove those whispers wrong tonight.

As she touched the key ring with the tip of her hoof, it jingled quietly. Flutters immediately snapped back to sleeping position as the human shifted. When he went back to sleep, she gently reached out again, and managed to hook the ring on her leg, carefully lifting it from its resting spot on the belt.

She was extra careful not to jingle the keys too much, or the human would catch her red-hoofed. Then Celestia knew what he would do to her.

Fluttershy's mind slipped for an instant as she recalled Rainbow saying something about him shoving her into a fishing net and dangling her over the side of the Floater. While she was distracted, the keys jangled loudly, and the human grunted.

Fluttershy snapped back to attention as he rolled onto his side, and she saw his eyes were open. The pegasus stifled a scream when she realized that he was still asleep. Creepy.

As she sorted through the keys, trying to find the one that opened the lock on her chains, the human started drooling in his sleep. Flutters had to stifle another sound, but a giggle this time.

"...mommy..." he mumbled, and started sucking his hoof. The Equestrian had to stuff her hoof in her mouth to keep from bursting out laughing. She got back to work, and soon found the right key. As soon as she turned it, it made a rusty grinding sound and clicked as the lock sprung open.

The human's eyes began to come into focus. Fluttershy frantically thought of something as he woke up, and soon began singing her favorite lullaby from when she was a filly.

Hush now, quiet now, it's time to lay your sleepy head,

Hush now, quiet now, it's time to go to bed!

Oooh, off to sleep, and leave the past behind you,

Oooh, off to sleep, it's time for dreams to find you!

Hush now, quiet now, it's time to go to bed!

The human soon reached out, and grabbing Fluttershy, started snuggling with her in his sleep. Great. She looked around for something about her size to replace with her body, and saw a small teddy bear under the hull of the Floater. But it was too far away for her to reach without waking the human.

For the first time in her life, she wished that she was a unicorn so she could reach the teddy bear. Her life probably depended on it.

The pegasus slowly reached out a back hoof towards the teddy bear, but missed. Drat, she thought as she tried again and failed. She reached for it many times, but in each try she fell just short of her goal.

Flutters suddenly heard squawking on the horizon. She shifted the best she could and saw the faint outline of seagulls against the sunrise.

Sunrise? she had been fruitlessly reaching for that teddy bear for hours, and now the human was stirring against her body.

I'm doomed... she thought, but then her attention was drawn by the seagulls, that were getting closer to the Floater. The yellow pegasus called out to them by singing her favorite tune. They got closer, squawking loudly. She motioned for them to hush, then pointed at the teddy bear.

Special talent, don't fail me now, she prayed as the seagulls landed inside the Floater. Fluttershy pointed at the teddy bear again, then at herself, desperately hoping the seagulls understood.

One flew down to grab the teddy bear. Yes! she thought as she flailed her hoof towards herself. Bring it to me!

The seagull gave her a look like, You crazy, pony, then took off with the teddy bear.

No! Fluttershy's heart dropped like a stone as it dropped the teddy bear into the sea. Her only hope for life. Gone forever.

Suddenly there was a flash of scales in the blue sea, and the teddy bear came sailing back towards the Floater. All Fluttershy saw was a fin, a bright aqua eye, and some silver scales, and then the creature was gone.

It was too big to be a fish, and sharks didn't have scales. Fluttershy was too preoccupied with catching the teddy bear to catch more details.

Finally she got it. The Equestrian slipped out of the human's grasp and quickly replaced herself with the teddy bear, now slightly damp, but still in tact.

It was too late to escape tonight. As she locked the chains back around her legs before the human could wake up, she sat on the key ring.

She would fly away the next night, but for now, she was stuck getting farther and farther from Equestria.

Chapter 4: Twilight

As Twilight gazed at the filly, her mouth fell open. This human could communicate with animals as well as Fluttershy, if not better!

"Come on Russell," she said to a little porcupine. "Stop being so... so serious all the time!"

The porcupine squeaked something in return, and turned his back on her.

"Fine, fine, just lighten up a little bit!" The human held up her hands in mock surrender.

Rainbow Dash cleared her throat loudly. The filly whipped around, looking alarmed. Twilight wondered if all humans could speak to animals.

"Oh, uh, hi..." the filly trailed off.

"Rainbow Dash," Rainbow supplied.

"Rainbow Dash. I knew that. What are you doing here?" she tried to keep her cool, but Rainbow looked at her with distaste, like she held a grudge with this filly.

"I'm looking for Fluttershy, Blythe," the cyan girl said flatly. "Do you know where she is?"

"Well, if she's not here or at school, she's probably in her room," Blythe returned Rainbow's icy stare. Twilight could tell that these two had history.

Blythe looked around Rainbow's shoulder to stare at Twilight. "Who's the newbie?"

"That's why I'm looking for Fluttershy," Rainbow sighed. "Now, if you'll excuse me-"

"Wait!" Blythe called. "I need to tell Fluttershy something about her shift. I'll just come with you."

"No, you can't!" Rainbow stared at Blythe, but the brave filly didn't back down. Twilight couldn't do that with Rainbow Dash. Whenever the pegasus was that fierce about something, nothing stood in her way.

"You can't stop me!" Blythe had to crane her neck to look at Rainbow, who stood over a head taller than her. "I'm coming with you, and that's final!"

The Equestrian marveled at how similar the two voices were. It was like they were both puppets played by the same actor.

The two girls had a little staring contest, until Rainbow Dash finally backed down.

"Fine," she grumbled. Then she got a gleam in her eye as she said "But you gotta keep up!"

Much to Blythe's amazement, she spread her wings and took off up the stairs.

"What the WHAT?!?" she gaped. Then she turned to Twilight. "Did you know about this?"

"Uh... hehe," Twilight ran up after Rainbow Dash before Blythe could interrogate her further.

Naturally, Fluttershy's cottage was second to the top of the building, if you could call it a cottage. All the doors looked the same, and if Twilight were alone, she would have never found her way out of the maze of hallways.

When Rainbow Dash got to the door labeled 37, she stopped and tucked her wings, waiting for Twilight to catch up.  As the Equestrian rounded the bend, she knocked on the door.

It was answered by a petite girl with meadow yellow skin, while her light pink hair curled gently against her face. In her arms was a bag full of animal feed, and her teal eyes brightened up when she saw her friend.

"Hey, Fluttershy," Rainbow leaned against the doorframe casually. "Listen, we need to talk to you about something really important."

"We?" Fluttershy looked confused. "Who's we?"

Rainbow nodded her head towards Twilight, who came up right next to her, panting.

Fluttershy gasped. Her bag fell to the ground, spilling its contents all over the carpet.

"Oh dear, oh dear," she muttered as she struggled to pick it up. "W-what are you doing here?" she whispered.

"Fluttershy has been pony-" Twilight began, but her attention wandered to the plodding of heavy footsteps coming towards them.

"Oh no," Rainbow slapped her face at the human running towards the trio.

"You have WINGS?!?" Blythe panted as she came up on the Equestria Girls. She turned to Fluttershy. "And you, too?"

It was true. Now that Twilight was in the human universe again, Fluttershy had her wings, ears, and tail, and she hadn't even noticed until now.

"When did this happen?" she gasped. "You've never had wings before!"

"Uh, you see.." Twilight glanced around. "We were just coming to bring Fluttershy to..." she trailed off, looking desperately at her friends.

"A birthday party!" Fluttershy put in. "We were going to make some extra money at a birthday party, dressing up as ponies and doing face paint."

Blythe raised an eyebrow.

"She's not buying it..." Rainbow hissed into Twilight's ear.

"I know that!" the Equestrian whispered back. Her mind was running on double-time as she tried to think of a good story, but she knew almost nothing about this world. What did they do at birthday parties?

"Uh, it's for a little fill- girl. These girls wanted to help me get a job, so we all signed up for a birthday party!" Twilight smiled.

"Who's it for? I would love to help!" Blythe grinned back, but Twilight knew what she was really doing.

"Uh..." Twilight trailed off. "Funny, I guess I forgot. Oh well, when we go there, it'll jog my memory!"

"Where is it?" Blythe pressed.

"In the suburbs." Fluttershy smiled meekly.

"I mean, what's the address?" This human would never let up!

Twilight sighed. They were never going to fool her. "There is no birthday party," she admitted.

Rainbow and Fluttershy stared at her. Suddenly an idea struck the Equestrian. Perhaps...

"I'm from an alternate dimension, and whenever I come here, my friends all turn into  pony-human hybrids, and I'm only here to rescue Fluttershy, who in my dimension is a pony, because she has been pony-napped by a psycho named O'Brian, and I need to rescue her because she is my best friend!" Twilight blurted out.

"Okay! I'll help!" said Blythe, to Twilight's amazement and despair.

"What? No!" Rainbow stomped her foot in anger. "How can you believe that story?"

"Because we're supposed to get a new animal tomorrow," Blythe grinned. "And she's a pony."

Chapter 5: Fluttershy

As Fluttershy gazed out on the sea, the human grunted. The Floater flew over the waves, but the pegasus wasn't interested in the ocean. She was wondering what that strange creature was, and whether it would help her again.

Several times in the day she thought she had seen the flash of scales on the water, and every time her heart fell when it turned out to be the sunlight gleaming off of the water.

The human had no idea that she had the keys, and she was nervous that he would call her bluff. Every time he turned to look at Fluttershy, she would shrink back on instinct, and he would raise an eyebrow at her, but keep driving the Floater. Fluttershy wondered if he was faking it, or if he truly didn't know about the keys sitting under her butt.

Flutters figured that if she didn't say something soon, the human would get suspicious, if he wasn't already. It was at least noon, because the sun was well above their heads. She had to act natural.

"E-excuse me, sir," she whispered, and he turned his head. "W-what's your name?"

"O'Brian," he muttered, turning back to the wheel.

"I'm Fluttershy," the pony said. She smiled. Maybe this human wasn't so bad after all.

All O'Brian did was grunt. Fluttershy needed to try harder to get on his good side.

"Uh, I heard you met my friend," she said. "About a week ago, I think."

"Blue horse, rainbow mane?" he muttered.

"That's her." Fluttershy smiled. This was going well!

"A real pain in the butt," he grumbled, then went back to gazing at the ocean.

"I wouldn't say she's that annoying..." Fluttershy trailed off. So much for breaking the ice.

O'Brian didn't speak again, and this day was going painfully slow. Fluttershy's rump ached where the keys poked it, and she really wanted to move and stretch, but couldn't. She couldn't risk giving her secret.

Suddenly, O'Brian stiffened.

"Land ho!" he shouted with joy. Fluttershy's eyes widened at the cliffs coming up before her.

"L-land?" she stammered. She couldn't believe it. No more ocean?

As the pegasus gazed out onto the sparkling water, she thought she saw a pony head bobbing up not a hundred feet away from the Floater. It gazed at her with sad, teal eyes, then went under the surface, with all that was left was the flash of scales.

A flash of scales... Fluttershy's mind began to put together the pieces, but it was like somepony had given her two pieces from different puzzles. It didn't make sense.

If only Twilight were here, she thought. She would know what to do.

Oh, so you're so weak and helpless that you need your precious little princess to come save you? Nasty Fluttershy entered her mind again. You're pathetic.

No, I'm not, Nice Fluttershy tried to shake her dark side out of her head, but she was firmly planted. I am strong. I can get out of this. Without Twilight.

Oh, yeah? taunted Nasty Fluttershy. Then let's-

Then let's what? demanded a new voice.

"Discord?" Fluttershy gasped out loud. Seeing O'Brian stare at her, she quickly corrected it. "Uh, I mean, uh..." she couldn't find anything that sounded like Discord but would still make sense to the human. "Uh, 'tis home? Hehe, that came out wrong..." she trailed off.

Yes, it's me, Fluttershy, the smiling draconicus appeared in her imagination. I told you I'd protect you, especially from yourself.

B-but... Flutters was speechless at the sight of her friend. Where were you when O'Brian was hugging me? And when the seagulls stole the teddy bear? And when that strange creature flung it back?

My dear Fluttershy, there are things in this ocean that protect anything that goes across it, Discord explained. I believe you met one of those creatures when you first met your friends, in that river.

You mean the sea serpent with the mustache? she gasped. If you can even gasp in your mind, anyway. He was protecting me?

No, he said. There are many types of creatures in the sea, including the sea ponies.

That explains the pony that I saw! she gasped again.

Yes. he smiled. Now, I have to go, but I'll send a little gift to Mr. O'Brian over there to slow you down. Tootaloo!

And Discord poofed away.

Fluttershy wondered what he meant by 'little gift'. Since it was Discord she was thinking about, it could be anything from cornfields popping to buffalo ballet dancing. Fluttershy actually hoped it was the latter. She couldn't wait to see O'Brian's face when it happened.

The cliffs were really getting close now. The sun still hadn't set, so Fluttershy still couldn't escape. But once they reached the cliffs, there was no chance at all. It was going to be close.

Suddenly, Fluttershy caught sight of a wall of blackness coming from the east. No, not blackness... pinkness. And brown-ness. Fluttershy laughed out loud when she saw the cotton-candy-cloud storm coming their way. This would delay the arrival at the cliffs!

"What's so funny?" O'Brian demanded. "That is a storm coming our way!"

"No," she giggled. "It's cotton candy and chocolate milk!"

"Wha..." his mouth dropped open when he saw the torrent of sticky pink dessert coming straight at them. The first drops of milk hit Fluttershy's face, and she caught a drop on her tongue. This was perfect!

Thank you, Discord, she silently prayed. I've never been so happy to see chocolate milk rain in my life!

She saw his head appear in her mind for an instant and wink at her, and then it was gone.

But then a raw fact hit her hard. How could she fly in this weather?

It was going to be a long night.