The empty fields had broken quite some time ago. For the past several hours the road had been crossing over a very well-maintained landscape of hills. Pipsqueak's attention wasn't really on the environment, though. He was just staring off into space. In truth, he was busy trying to make sense of all this. He had left Ponyville two days ago, and he wouldn't be going back.

The two ponies who had shown up on Bon Bon and Lyra's doorstep were with a group called the Lunar Adoption Agency, and they'd come for him. He didn't really understand it all, but Nightshade had said they worked for Princess Luna. That had been enough to convince the little pinto pony this was at least better than being shuffled from home to home each week, but he wasn't sure how much help this would actually be. From what he gathered, he was being brought to a large facility near Manehatten where the LAA looked after all the foals they took in until a good home could be found for them, essentially an extra large orphanage. Pip knew he was an orphan of course, but going to an orphanage was a blow to his gut all the same. Still, if Luna was in charge then this had to be for the best.

Beside him sat that magician that had visited Ponyville several times, the voice he had recognized, Trixie. He had no idea she was a government agent, and it confused him why she would be helping foals. She didn't seem like the kind of pony to care, and to be frank he found her obnoxious. He would've preferred to go with the batpony, Nightshade, but the stallion had other things to handle. Besides, when the earth colt had asked the Nightshade had mentioned taking a train. There was no way the earth foal was ever going to do that, so he'd settle for riding Trixie's carriage to their destination. The azure mare herself, was exerting little effort to drive the carriage. She was not one for manual labor, and years ago had made a spell to drive her carriage for her. All she had to do was feed it magic to direct it and ride along.

Upon reaching the top of the hill they'd been climbing Pip's eyes widened. The orphanage was now visible, and even from this distance he could see that it was a truly grand building. When he'd imagined the facility he'd thought it would be large and a little worn down. This building was four times any reasonable size, and though the details weren't easily visible from this distance it was clearly extravagant. Around it a large cast iron and silvery-metal fence circled, and cut a castle-sized portion of land out just for those within the facility.

It took time, but as they drew closer the earth colt was able to tell more about the orphanage. The building itself was a very dark mixture of blues and black that radiated both an odd sense of welcomeness and warning. Both it and the fence were beautifully decorated with masterful flourishes of craftsmanship and classical accents. This was no simple orphanage. This was a royal foster home!

The carriage stopped once it reached the gate, which possessed an image made by the bent bars of iron that Pipsqueak couldn't decide if it was Princess Luna or Nightmare Moon. There were two ponies standing guard at the gate, and as the carriage stopped they approached to speak to Trixie. Pip paid no attention to them or the conversation they were having with the Showmare. Instead, his focus centered in on the metal plate at the top of gate, and the words etched upon it.

We shan't judge for which thine background be. Whether wolf or pony thou shalt have thine haven here. For We shall see to the joy and care of all within. Be aware those with malcontent. Though these children be not of the Night, the Night shall keep them.

Pipsqueak frowned at the words, stuck on one sentence. You don't welcome wolves. Even he knew that. The creaking of the gates snapped the young colt out of his thought. The guards had finished speaking to Trixie and were opening the way for her and him. Shortly, the carriage began moving again, and they passed into the orphanage grounds. Mostly, the well kempt yard was empty of anything not plant life at the moment, but Pip easily spotted a few foals playing something and another reading. It struck him as odd. Were they like him or not? Hadn't they lost their parents too? How could they be enjoying themselves so easily?

Finally, Trixie's carriage reached its last stop and rested before stairs leading up to the foster home's beautiful main doors. "Here you are, squirt. The GREAT and POWERFUL Trixie has delivered you safely!" The Magician proclaimed proudly.

Pip frowned and turned to the azure mare. "So...you're going then?" He asked uncertainly.

"Hmm...Trixie had not thought of it, but she supposes she will be staying a day or two to rest from the road." The unicorn answered, rubbing a hoof on her chin thoughtfully.

"R...right." The earth foal responded in his best attempt not to sound rude, disliking the idea of dealing with the mare anymore.

Cautiously, he peered over the side of the carriage. It was a good distance to the ground for him. He gulped, and looked behind him at Trixie, contemplating if he should ask for help. Yet as the showmare climbed down on her side determination settled into the little pinto pony. He wasn't helpless. Why should he rely on her? With that thought in mind, he jumped. His landing was less than graceful, as the colt smacked into the ground belly first. He groaned, but quickly skittered to his hooves when he heard his older companion coming around the carriage. Trixie seemed not to notice his blunder. Starting up the steps to the entrance of the orphanage, she ordered, "Come. The Great and Powerful One must show you to Matron Needle Work, before she can go about her own business."

Pipsqueak furrowed his brows, as he trotted after the unicorn. "What? What about my things?" He asked worriedly.

"Somepony will come and retrieve your suitcase." Trixie explained matter-of-factly.

The earth colt couldn't stop himself from frowning. Who knew to come grab his things? How did they know where to bring it? HE didn't even know where his room would be. Before he could continue that line of thought he and Trixie entered the foster home, and his jaw dropped in awe. As impressive as the outside was Pipsqueak had been unprepared for the interior.

The grand hall was naturally designed to impress, and that it did magnificently. The foyer was utterly massive, and the floors were spotless black marble and largely vacant except a few ponies of varying ages heading somewhere. Directly across from the door was an extravagant wide staircase that split into two directions when it hit the wall. All five stories of the structure were visible and distinguishable from the entrance by the perfectly arranged balconies spread throughout grand hall, through which Pip could make out many other foals playing. Finally, eight grand pillars of obsidian rose from the floor to the ceiling high above, more for aesthetic than actual support.

Pipsqueak only snapped out of his reverie right before Trixie disappeared down one of many corridors, and in a brief moment of panic he rushed after her, not wanting to end up lost. He caught up easily and sighed in relief, fussing at himself mentally for the outburst. Nevertheless, he paid more attention to where the azure mare was leading him this time, but he was not able to make himself ignore his surroundings. Outside the main entrance, the foster home was less awe-inspiring but still maintained a very elegant look to itself. Though it was not cold. The halls were well lit with a soothing yellow light, and there were plants and lively paintings spread about to decorate. To be honest, though, if it weren't for the occasional foal rushing about he would've been scared of breaking something in here. Yet none of the other orphans seemed worried.

As they rounded a corner Pip thought he spotted an odd tail at the end of the new passage slipping out of sight, but he pondered it only for a moment. The reason being that Trixie turned into a room to the side, and he had to follow her. They came into a surprisingly small office. It was by no means unfitting of the regal building, but its smaller size and minimal decoration showed it was clearly not the most important office in the facility. At the sole desk of the room sat a young magenta earth mare with an unkempt black mane and tail that had a single stripe of crimson in each. Her eyes were drooping, as she stared off into space, as her mind had blanked before they'd entered the room.

Trixie waited impatiently for a moment before clearing her throat. The magenta mare started and snorted, "H-huh?! What?!"

"Matron Needle Work, the Great and Powerful Trixie has arrived!" The unicorn announced proudly.

"Oh, you're...one of the recruits right?" The earth mare asked, and her eyes shifted to Pipsqueak, analyzing him in one uncomfortable second for the young colt. "Ah, you brought a foal."

"Yes, after much hard work and travel Trixie has--"

"You can go." Needle Work dismissed. "I'll handle him from here."

"Wha--, b-but Trixie's tale is full of triumph a-and--" The showmare sputtered indignantly.

"You're boring me. I'm bored. Go. I want to speak to the colt alone." The Matron of the facility interrupted once more.

Trixie's jaw was practically on the floor. Pipsqueak would've found it amusing if he weren't about to be alone in a room with a stranger. Seeing the Showmare had yet to leave, Needle shooed her with a hoof, and the Magician, in utter shock, complied blankly. Once the door shut Pip stared at the earth mare in quiet unease. She was the one to break the silence, "I'm sure she means well, but I always like to have a one on one with any of the foals that come here. At anyrate, my name is Needle Work, and I'm one of the agents in charge with the care of the home. Specifically, I look out for the welfare of you kids. So, what's your name little guy?"

Pip was uncertain about giving away his name, but Needle Work at least sounded pleasant. Had he thought about it he would've realized he didn't have much of a choice anyway. She would learn it eventually. "Pipsqueak." He answered.

"Good to meet you, Pipsqueak. Would you like any refreshments? I'm sure you've been on the road awhile." Needle Work offered.

The colt suddenly realized how dry his tongue was. Maybe some drink would help. "Sure." He agreed with only a little hesitance.

"Cool. I always keep some soda in here. Helps keep me from getting exhausted. Shh, don't tell my boss. She just finished fussing at me for staying up the past few days and nights." Needle warned playfully, before she opened something behind her desk.

Shortly, the young mare came around her table carrying a drink can in her mouth, revealing a light muscle tone to her body now that all of her was visible. Pip's attention was quickly attracted by the Matron's odd cutie mark, though. A tired yet sharp eye next to a scar like x, which had a needle emerging from it with a dripping crimson thread. He stopped gawking at what was, to him, a very odd brand once the drink was placed before him by the mare. She smirked in a friendly manner, as he popped the lid with his teeth and, carefully gripping the can between his forehooves, took a few swallows. When he finished, Needle Work commented, "Your accent sounds eastern equestrian...Let me guess, Trottingham."

Pip blinked, impressed, and slowly explained, "That's where I grew up, but...I came from Ponyville."

"Really?" Needle asked in surprise and sat in front of the earth foal. "Pretty dangerous town, right on the edge of the Everfree. There's a reason why it's still so small despite being so close to the capital. What could've lead your family to move there?"

Pipsqueak's gaze drifted to the ground at the mention of his parents. "I don't know. I was just four when we left Trottingham." He answered sadly.

Realizing her mistake, the young Matron seamlessly redirected the conversation, "Four huh? So how old are you now?"

After another swallow of drink, the colt replied a bit less depressed, "Five and a half."

"Oh really? When's your birthday?" Needle Work wondered excitedly.

"The 5th of September." Pip answered slowly. "Why?"

The magenta mare sighed and gave him a sad smile. "Just trying to cheer you up." She revealed. "Doesn't seem to be working, though, so enough my questions."

She returned to her spot behind her desk, and quickly sorted through her papers until she found what she was looking for. "Let me see...Ah, Pipsqueak. You're the only foal we're expecting today. You'll have a room to yourself for the moment. Room five o eight on the fourth floor. You're baggage should probably be there before long if it's not already. Would you like an escort?" She offered kindly.

Pip finished off his drink and stared at the can thoughtfully for a moment. He might be able to find the way on his own, but he didn't want to take the chance. "S-sure." He agreed.

With a kind smile, the Matron rose from her desk once more, and left her office, waving her hoof for Pip to follow. Hurriedly, the foal took off after her. Needle Work's gait was much faster than Trixie's, and Pipsqueak had to canter just to keep up. Nevertheless, it paid off. It only took the two minutes to reach the grand hall again and ascend the stairs. Passing by the rooms of the fourth floor, Pip suddenly realized something was off by looking at the numbers on the doors. "Umm, Ms. Work--" He began.

"Needle, Pip. No one likes being equated to work." The magenta mare corrected.

"Oh, um, Needle the numbers are off. Shouldn't these be four hundreds since we're on the fourth floor?" He pointed out.

Needle Work chuckled, "No. That's not how things work here. Orphans' rooms begin on the second floor, and each floor upward, save the fifth, has two hundred rooms for you to live. One through two hundred on the second floor, so on and so forth. The fifth floor only has a hundred bedrooms. We use the extra space up there for offices and facilities we don't have room for on the bottom floor."

"Oh." Pip blurted, only catching half of what said due to their arrival.

The two had stopped at the five hundred eighth room. "Well, here you are Pippy. Take care of yourself. Lunch is at noon, don't forget." Needle dismissed, and casually walked away before the earth colt could think of a way to make her stay a little longer.

Finally, for the first time in several days, the little pinto pony was alone. For some reason, it didn't bring him comfort. Quietly, he stared at his door for a moment. Then he jumped up, unable to reach the handle easily due to his shorter-than-average height, and hit the handle. That seemed to be all that was needed, as the door cracked open. With a deep breath to prepare himself, Pip nudged his way into the room.

It was small. Not overly small but certainly compact. It was clearly only meant for two ponies to live in, a thought supported by they bunk bed against the back wall. Pip could certainly see how he would be the only pony in the room if only one other foal could be put in here. More importantly, however, his belongings were here as promised. Relieved he moved over to the suitcase and started unpacking.

The earth colt didn't know how long he'd be here, but he suspected it would be quite awhile. So rather than leave what wasn't precious to him in the suitcase as he had done at all the houses he'd stayed in Ponyville, he brought everything out and put it away in appropriate spots. Upon finishing, he stepped back to look around again. The only things that really stood out in the room were his story book and stuffed Luna doll. It still felt unfamiliar. Pip would've sighed, but his door suddenly opened and slammed shut.

The pinto pony quickly spun, and was presented with the sight of another earth colt that was a solid chocolate color, with the exception of his ginger tail and mane, wearing a beanie cap and leaning against the door like he was trying to keep it shut. "What are you doing?!" Pip exclaimed, upset by the intrusion.

The brown colt's eyes widened when he realized he wasn't alone and quickly shushed Pipsqueak. "Be quiet." He whispered fearfully.

Outside hoofsteps could be heard. "Where are you Button?" Called an upset voice that may not have been from an adult. "You have to pay the toll!"

Pip furrowed his eyebrows and whispered, "What's going on?"

"I'm hiding, so keep quiet!" The intruder hissed through clenched teeth.

After a moment, the hoofsteps proceeded down the hall outside and silence prevailed. The chocolate colt let out a breath he'd been holding in, but Pipsqueak didn't allow him his moment of relief. "What was that about?" The pinto pony pressed agitatedly.

"Quicksilver's a bully is what it is! He thinks just because he's the oldest he can push the rest of us around! He won't even let me in the game room without paying a toll! Yeah, well I don't have any money!" The intruding pony angrily shouted in the direction the hoofsteps had gone.

Pip frowned. He really shouldn't have been surprised to hear about a bully, but it still bothered him that one existed in a place meant to take care of foals. "I'm Button Mash, by the way. Thanks for not giving me away." The chocolate colt interrupted his thoughts.

"Huh? Oh,...it's not a problem, I guess. My name's Pipsqueak." Pip introduced himself.

"Good to meet you." Button responded happily, as he walked over to the shorter foal and offered his hoof.

Pip just stared at it, not sure what to do. Button shook his hoof a little to try to prompt and response, but when he received none he dropped the offer, quietly grumbling to himself about something called a brohoof. Trying to move past the awkwardness, Pipsqueak asked, "How long have you been here?"

"About a year or so." Button answered. "I don't pay much attention to time."

Pip wondered how little attention the other colt could pay to not realize how long he'd been staying at this foster home, but before he could ask Button Mash suddenly gasped, "Oh crap! It's almost lunch time! Today's spaghetti day! I can't miss it!"

With that, the chocolate colt galloped out the door. To his credit, it only took Pipsqueak a few seconds to realize that if he didn't want to miss lunch he'd need a guide, and he chased after his new acquaintance.

Needle Work stared at the paperwork before her. The words were blurry, and she was having a hard time focusing. Maybe her Grace was right, and she needed to catch some sleep, not that it was that simple. Alternatively, it could just be because she was bored. She hated paperwork. Normally she had a certain someone to help her with this. Dear lord she wished-- "Oh, Needle Work!" Came a cheery voice.

The magenta mare snapped awake at the voice, and as its owner walked in a smile spread across her face. Speak of the devil. "Rambler!" She greeted happily. "You're back!"

The pegasus mare before her looked the exact opposite to her. Rambler's coat was light blue, and her blonde mane and tail were neatly cut. Upon her flanks were two golden cursive words that read "Hallelujah," and she was slightly chubby. "Yep! Did you miss me?" She asked.

"Miss you? I'm swamped over here! How could I possibly get by without you?" Needle retorted happily.

"Oh, you'd find a way! You always do!" Rambler encouraged, as she walked around the desk and hugged her close friend.

"Oh, yeah." The magenta mare responded with a laugh. "I forgot how well I was doing before I started working for the LAA."

"Sarcasm works a little too well for you." The pegasus commented and reluctantly ended the hug.

"You think?" Needle joked. "I feel it works just fine. Enough with me, though. How did things go?"

"Great! It's been forever since I visited home! My Mom and Dad said they missed you, though." Rambler answered.

"Well we couldn't both leave." Needle responded.

"Oh! And on the way in I saw someone sneaking onto the grounds!" The pegasus announced, cheerily.

"You WHAT?!" Needle exclaimed, bolting to her hooves.

Pipsqueak grumbled to himself in annoyance. Without a single thought he'd followed Button Mash to the dinner hall, but it wasn't even eleven o'clock yet. The darker colt indeed had no sense of time. He'd dragged the pinto pony all the way downstairs for nothing, it wasn't exactly a quick walk either given the size of the place.

At last, though, Pip arrived back at his room. When he opened the door, however, he found his quarters were not unoccupied. An older dark brown, almost black, unicorn filly with a creamy beige mane and tail sat on the bottom bunk of his bed looking through his story book. Pipsqueak's face contorted in fury. "Hey! Who are you?! What are you doing in my room?!" He demanded.

The unicorn looked up in surprise, words failing her. "I said, who are you?!" He demanded again.

"Uh...Cocobomb."

The Wolf in the Palace

Many years ago there was a Lion, and the Lion ruled the land. He was the envy of all his neighbors. For he possessed great riches and lived in a palace. And the Lion knew this and gloried in himself. He spake, 'There is none so rich and powerful as I. My beauty is outmatched and my wives many.'

There came then one day onto the land of the lion, a pitiable naughty Wolf. The thing was a dreadful sight, his belly gaunt and his fur scraggy. Yet he walked without fear and slunk in no shadow. The Lion found the Wolf prowling round about his gate, and lo and behold he called to the creature, 'Wherefore hath thou come unto my land?'

The Wolf replied, 'I am but a humble beggar come to witness the wonder and majesty of him who rules this land.'

The Lion was pleased and thought unto himself, 'I may take him in, and show him all that is mine. That he may glory more and shower me with praise.'

This pleased the Lion, and so he opened the gate for the Wolf and welcomed him into his home. The Lion took his guest, and showed the many wonders inside his halls. He showed him the treasury, and the Wolf praised him saying, 'I had heard of a lake of gold, but truly this is a sea.'

He showed him his wardrobe, and the Wolf praised him saying, 'There is not a seam on a one, and they shine brighter than any ruby or sapphire.'

He showed him his wives, and the Wolf praised him saying, 'They are all beautiful and strong beyond compare. Even the eldest of them appear supple.'

And so it was with everything in the palace. The Lion showed the Wolf everything that belonged to him, and each time the Wolf would praise the Lion such that he felt beyond compare. Then at last they came to the larder. But the Wolf gave no words and merely sighed. When the Lion heard no more praise coming he asked his guest what the matter was. The Wolf responded, 'Your stores are large indeed, but seeing them reminds me only of the pangs in my own stomach.'

The Lion felt clever, for he thought, 'I shall give this Wolf food that I might add generosity to my treasures, and he will sing my glory all the louder.'

So it was that the Wolf sat at the Lion's table and was given a slice of cheese and cake to eat. When he had devoured it he spake saying, 'It is wonderful, and I shall go on my way shortly. But a meal this does not make. For I have need of meat.'

The Lion thought this reasonable, and had a portion of calf prepared for the Wolf. When the Wolf had eaten it he said, 'My need has been met, but would it not shine better upon the lord of the land to send his guest away with more than he needed. Give me the rest of the calf.'

The Lion was pleased with the notion, and had the remainder of the calf prepared. When the Wolf had eaten that he said, 'My lord is generous beyond measure and has so much. Perhaps he might part with but a single thing of his for a poor wolf such as I.'

'Go on.' The Lion responded, for the praise pleased him. 'Ask what you will.'

'Perhaps you might part with one of your wives.' The Wolf suggested.

The Lion thought this was good. For he indeed had many wives and could part with one if it meant more glory for him. So the Lion had one of his wives bound and brought to the Wolf, and the Wolf ate her whole. Now the Wolf had grown from the food the Lion gave him and now stood larger than his host. And so the Big Bad Wolf perceived he was strong enough to take whatever he wanted. And turning to the Lion he said, 'The lord is wealthy and generous. The lord is fat and juicy. Might the lord offer himself up?'

The Lion then perceived his error. For he saw that the Wolf was indeed larger than himself and able to take what he wanted. Fearfully, the Lion attempted to run, but with ease the wolf snatched him up and swallowed him whole.

Author's Note

On my iPhone, so I'll be short. I don't guarantee a new chapter every week, but I'll try to get them out as soon as possible. Also, on the matter of Button, his mom isn't dead. I just wanted to have another character in here who wasn't an OC. I'm sure you can tell this a very OC-heavy story. Finally, while they are characters in their own right, Needle Work and Rambler are based two characters from another show I love. Let's see if you can figure out who.