MLP: Revamped Equestria Girls

by spikerules302

Rating: teen
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Other, Romance, Spike, Adventure, Human, Main 6
Length: 17634

Spike and the mane six need to stop a rouge stallion from not only conquering Equestria, but the entire human world as well. Will this adventure also lead to a strong bond between them and a certain dragon? Read to find out.

This here is a group project that me and Element-Overlord worked on.

After encountering a strange thief, Spike and the mane six go after him to try and get the crown back. But will this journey spark a strong passion between them while trying to keep their world safe? Read to find out.

Also, the human tag is for when they leave through the Crystal Mirror.

Published 2014-06-29 14:30:02 UTC
Last updated 2017-07-14 00:22:40 UTC

Chapter 1

It was a clear day out as Twilight and her friends walked through the Crystal Empire. They were her for Twilight's first princess summit since her coronation.

"Twilight darling, what's wrong?" asked Rarity who noticed her friend was walking rather slow.

"I'm just nervous. I mean, what if I mess up? What I say the wrong things?" asked Twilight who began to go into one of her worry too much modes.

"Pinkie." called Rainbow.

"I'm on it." called Pinkie who got in Twilight's face. "SNAP OUT OF IT!" screamed Pinkie who picked up Twilight and shook her around. "This is no time to be getting cold feet! You need to get your head in the game! Do you understand!" by this point, Twilight was nothing but a purple blur.

"Um, Pinkie? I think Twilight understands." whispered Fluttershy.

Pinkie stopped her shaking and saw how much Twilight's eyes were spinning. "Oops, sorry." chuckled Pinkie putting Twilight down.

"Twilight, you shouldn't worry so much about that now." Spike said as he walked to them. "After all you have us, your friends, to help you. And remember that Celestia can teach you how to be a princess alongside Luna and Cadence."

"Spikey-wikey, where were you?" Asked Rarity in joy of seeing the small dragon.

"Oh Rarity, I was just avoiding the fans that are after my heart. Heheh." Grinned the dragon in embarrassment remembering how a few minutes ago some fanmares tried to "reward" him, and while he didn't mind, he knew that his mother wouldn't take it lightly, and he narrowly managed to avoid them. "But don't worry m'lady, the only one for me is-"

"THERE HE IS! OUR HERO!" Screamed a crystal pony that was a fan of Spike as she and other mares went to the dragon, who panicked and hid behind Twilight who sighed before using her magic to stop the mares.

"Now girls, Spike is helping us with the princess summit so if you please would calm down and disperse, we need to get going." The tone in the alicorn's voice was that of a princess that made the fans disperse, although some were moaning about how unfair it was.

"Thanks Twi, I owe you a lot!" Grinned Spike in a cute way as Twilight blushed in embarrassment. While she knew that Spike was just thanking her like a friend, she was sometimes caught off guard by how cute he could be. "Twi?"

"Y-you're welcome..."

The group soon made it to the royal housing of the princess an prince. Or to be more specific, Twilight's sister-in-law and brother.

"Sunshine, sunshine, ladybugs awake. Clap your hooves and do a little shake." chanted the two sisters who chuckled at their habit and embraced each other in a hug.

"So, how's the empire been working out for ya?" asked Spike to Shining Armor.

"Been pretty good. What about you? I could hear all those fans of yours from the window." smirked Shining.

"Well like I mentioned earlier. My heart belongs solely to-" Spike was interrupted from the royal horns as Celestia and Luna walked in and smiled at their guests.

"Hey mom, hey aunty." waved Spike to his mom and aunt.

"Hello Spike, and hello to all of you as well." greeted Celestia.

"Greetings Princess Celestia." bowed Twilight with her friends in a show of respect.

"No need for that. Thou are a princess as well." replied Luna.

"Sorry." apologized Twilight who let out a yawn.

"It would seem you all are tired." guessed Celestia as the others stretched and rubbed their eyes to wake up. "Perhaps a night of rest is what you all need." Celestia recommended.

"Sounds good to me." replied Applejack as a royal guard lead them to the room they would be staying at.

While they were walking into their bedrooms, the mane 6 sans Twilight got curious about how Spike could be so casual with the princesses since that was the first time that the baby dragon called Celestia "Mom".

"So Spike," Rainbow began, "How is it that you can be so casual with Princess Celestia to the point of calling her "mom"? I thought that Twilight was your mother since she hatched you and all?" Her question made Twilight get a double take at the mother part while the others were curious until Spike answered with a small blush on his face;

"Well Rainbow, the reason is that while Twilight hatched me, it was Celestia that raised me as her very own child and eventually I saw her as a mother as she saw me as her child. But because of her royal duties I have to call her by her title in public but I can call her mother just as I can call Luna aunty when we're alone or with close people, see?" Spike's answer made sense to the girls, but it seemed that someone else was interested as well.

"Um..Spike?" Fluttershy muttered loud enough to hear, "So...how do you see us as then?" Twilight stopped and looked at Spike questionably, making the young dragon nervous.

"Well...you're my closest friends and almost like my sisters...but I love you more than that." Spike noticed the blushes around the mare's faces. "B-but not like that, I mean, you're all very beautiful but I'm still a baby dragon and...Oh dear mom, I need help..." Spike blushed in embarrassment as the mares looked at him in surprise, or awe.

"W-well, thank you Spikey-Wikey...that was very...umm...mature..." Rarity couldn't help but blush even more upon seeing how cute Spike was.

"Y-yeah, it w-was good and all Spike...aww shucks..." Applejack had to calm herself down while Fluttershy was this near of fainting as Rainbow looked away with an atomic blush and Pinkie giggled loving how cute the situation was.

"S-spike..." Twilight began with her blush, but then one of the guards (that had been secretly enjoying the show) interrupted.

"Princess Twilight, we arrived to your bedrooms."

"O-OK then, see you all tomorrow..." And with that, everyone went to their rooms but there was still a blush from what spike told them.

Later that night, a royal guard was busy inspecting the halls for intruders, but was suddenly knocked out form behind. The figure had a cloak on them to keep them hidden and began to walk down the hall and towards Twilight's room.

He carefully opened the door and saw the princess and dragon sleeping. He spotted her crown on the night stand and cautiously walked around Spike and grabbed the crown. He put it in the bag and soon put a fake one on the night stand. As he turned around to leave, he failed to notice how close he was to Spike and tripped, causing a loud noise that roused Twilight and Spike from their sleep.

"Hey, what are you doing with my crown?" demanded Twilight seeing the real one in his bag. Plus, she would be a fool if she thought the fake was the real one.

"Reclaiming what I deserve." replied the figure who took off running with Twilight and Spike in pursuit. The noises from their room had woken the others up. Seeing their friend chase down a stranger, they ran out of their rooms to help.

"STOP RIGHT THERE, THIEF!" Screamed Twilight as her shout alerted the guards and they quickly moved to catch the intruder, but he managed to jump over them and avoid their catches.

Seeing that Twilight teleported herself and Spike farther until they were in front of the figure as Rainbow and Fluttershy were nearing the figure while AJ got her rope ready, Rarity was about to use her magic to catch the thief and Pinkie got out her party cannon.

"Impressive..." Began speaking the figure in a tone filled with interest before it became dark, "...but meaningless in the end." Finished as he teleported behind Twilight as she and the mane 6 collided with each other, ending in a mess with AJ's rope on Rainbow Dash and Pinkie's cannon had hit Rarity and said unicorn had a surprised Fluttershy in her magic grasp.

The figure looked at the mess he caused with interest before nearing a mirror, but by doing that he never saw Spike nearing and trapping himself around his hoofs, making the figure enter in panic as he tried to shake the dragon off, which he soon did but Spike managed to use his fire to burn the figure's cloak, exposing the thief for everyone to see and surprising many by the figure's form.

The figure appeared to be a stallion with a white coat and brown mane. But what stunned them was his face. Half of his face was metallic that included a glowing red eye on the left side of his face. He glared at them all and beat a hasty retreat into the mirror with the saddle bag.

"He got away." Spike punched the floor in frustration at his escape.

"It's alright. Jumping in after him would have been too dangerous." came another voice. They turned to see Celestia walk in with Luna and Cadence with her.

"What do you mean?" asked Twilight.

"This is the Crystal Mirror. Once every 30 moons, it opens to another world on the other side." replied Luna.

"So, the thief just went into another dimension?" asked Twilight.

"We believe so, but not much is known about this mirror. That is why it would have been too dangerous if you jumped in without a plan." replied Celestia.

Spike rubbed the back of his head as he felt like doing that exact same thing if his mom hadn't shown up.

"So, what do we do?" asked Rainbow.

"Simple, now we rest, but in the morning we'll take care of this thief." The tone in Celestia's voice left not room for argument and so the mane 6 and Spike, despite their anxiety, went to rest leaving the princesses alone.

"Dear sister, do you know who that stallion was, don't you?" Luna asked to Celestia who nodded with a serious look making the younger princess get worried. "Who was he then?"

"He was someone I had failed to help when he needed help the most and now I fear that his grudge made him became what we saw..." Finished the sun princess with a sad look on her face.

"Wait, auntie. Don't tell me that he was possibly-" Upon seeing Celestia's look, Cadence looked very shocked. "Oh dear, how are we gonna tell this to the girls? Or even my Shining Armor, after all they had been friends once..."

"We'll wait until tomorrow, then everything will be revealed." Finished Celestia before going for her room followed by Cadence while Luna went to see the night.

Daybreak came faster than anypony expected. Twilight and the others arrived at the Crystal Mirror with the other three princess'. Shining stood by his wife's side as Celestia stepped forward.

"That thief from last name was a rouge pony that me and Luna banished years ago. His name was Danger Beast." began Celestia.

"He was a power hungry pony who use to be second in command before he retired. After that, he wormed his way into my counsel and tried to pass extremely strict laws that would grant him more power. I was against it and voted him out of my counsel. Angered, he turned towards the Crystal Empire and managed to get King Sombra into the position he was in and tried a coup d'eat, before being banished into the ice. I then decided that Danger Beast couldn't be trusted, and I banished him form Equestria." finished Celestia.

"But, what was up with the weird stuff on his face?" asked Rainbow referring to the tech.

"I believe he managed to find another world and is using its resources to live longer in an attempt to rule over this land. I stopped you from going as we don't know that much about the world. That is why I've decided to send in an armed squadron of royal guards to find him."

"But it was my crown that was stolen. I need to make up for my mistake and get it back." replied a determined Twilight.

"I am sorry, but the answer is no." Celestia left no room for argument as they began to leave the room. That's when Spike did something that shocked everypony.

"Then I'll be going..." Spike's declaration impacted everyone, especially his mother.

"W-what!? S-spike...but why?!" Twilight screamed in shock, but no one could blame her since everyone in the room never expected the young dragon to declare that.

"Spike," Began Celestia in a serious tone that made Spike nervous, for she only used that tone when he did a mistake that didn't displease the princess, but instead displeased his mother. "Why would you even say that? After all you're still a baby dragon, and Danger Beast is a full grown stallion that could somehow get stronger. And in your current state it would be very dangerous to even think of going after him!"

"I know that...but..." Spike said before his face went serious, "...but that Danger Freak or whatever he's called stole something that is very precious for my friend, and that's why I must recover it at all cost! God knows what he would do with such power on the alternate world!"

Everyone was taken a back at Spike's answer, but then Twilight found her voice to say her opinion.

"Spike,, I understand how you feel, but even so you shouldn't risk yourself for that. After all that's my crown, and I must recover it myself instead of letting one of my friends risk his own life for it. If I let you go and you end harmed, how could I ever forgive myself..." At this point tears were going out of her eyes as Spike stood silent before hugging her.

"But Twilight...mom...and everyone else...how can I call myself your friend if I let some thief steal something that precious to you?" His sincere answer made them fall silent before they all hugged each other for some time.

"Perhaps, he doesn't need to go alone." suggested Cadence.

"What do you mean?" asked Spike.

"What if all seven of you went together? You'd have strength in numbers, plus you would be able to watch out for one another. I know it's dangerous, but you all have faced dangerous foes like him, and still come out stronger than ever." replied Cadence.

All was silent as they turned towards Celestia to hear her final say on the matter. Chances are she would said no, but she surprised them like her son with her answer.

"Alright. You may go, but you must pack everything that you will need for this trip. And you must be fast. If you don't retrieve it in three days and go through the portal, it will be closed for another thirty moons." replied Celestia.

"Don't worry mom, we'll get the crown back, and definitely kick some flank." promised Spike.

All of them smiled at Spike's determination and headed back to their rooms to get ready for the adventure that would surely change their lives.

Chapter 2

Author's Note

Word ahead of time. The designs for the mane six and Spike were done by an artist called Mauroz, but we tweaked them a little as the pics we were looking at were hard to describe. So we added a little adjustment here and there. But remember, the main designs of them belong to Mauroz, who let us use them in this story.

Chapter 2

At the next day, the mane 6 and Spike looked ready to go through the mirror into the new world. And while most of them wore a bag in which their elements and rations were, Rarity had a dress and a backpack which made everyone sweatdrop because it seemed that no matter where they were going, Rarity would always be Rarity.

"Well elements of harmony, son, are you all ready?" Asked Celestia, whom despite one part of her wanted them or at least Spike to remain there, she knew that they had to go. "For I must warn you that after this, there is no going back."

"Yes we are, princess Celestia." Said a determined Twilight as everyone else nodded before they went through the mirror into a new adventure.

A bright light filled their sights as they made contact with ground beneath their hooves, but suddenly noticed something entirely different. Twilight found her balance a little off and soon ended up falling on her butt.

"Twilight! Are you alright?" came Spike's voice to her right. She turned to rely but stopped when she saw her assistant. He wasn't a dragon, but something entirely different.

Spike now looked like a young human boy (Not that Twilight and the others knew what they were yet) with spiked green hair and green eyes on his face, regular skin and was wearing a purple hooded shirt with green spikes similar to his dragon form and green shorts with white sneakers.

"Spike, what happened to you?!" Screamed a shocked Twilight before said boy looked at her and said:

"I-I would ask you the same, Twilight..."

"W-what?!" Twilight looked at her reflection in a nearby lake and saw why Spike was shocked; Twilight now looked like a young woman with purple hair that still had her magenta/pink streak and purple eyes on her face, also she had a pale skin and wore a purple long sleeved shirt with a black vest and a red tie over it with a magenta skirt and purple sneakers.

"What about us?!" Twilight and Spike turned to their friends and were still shocked.

Applejack had an orange shirt that showed off her stomach and also had tassels on the back of it. She also had a pair of orange short shorts that were cut off at the bottom. Her blonde hair and green eyes stayed the same. She even had her hat on her head. She also wore brown boots on her feet.

Pinkie wore a pink short-sleeved shirt with a blue and white skirt on. Her feet had a pair of white and blue sneakers on them and she also had white knee socks extending from them. Her hair still retained it's puffiness while her blue eyes remained.

Rarity had a white long sleeved blouse that left her shoulders bare. Underneath that was a black tank top. She had a white skirt on with a black and white belt going over it. She also had a purple scarf draped around her neck that matched her hair and made her already blue eyes stand out with the light blue shadow above them. She also wore a pair of purple high heels that seemed to glitter int he sun.

Rainbow wore a pair of jeans that stopped half way towards her rainbow colored sneakers. She had a white shirt underneath a blue jacket that matched her coat with rainbows going down the sleeves. Her Rainbow colored hair was done into a ponytail that seemed to work with her red eyes.

Finally, Fluttershy had a green sweater on her body, which seemed to make her chest stand out a little bit more. She wore a pair of yellow jeans that reached down to her pink sandals.

Each one of the girls stared at their new bodies in shock while Spike tried to keep himself from passing due to the heat he was feeling for some reason.

'They...they look so...beautiful...' Spike blushed before shaking those thoughts out of his mind, 'W-what am I thinking!?'

Meanwhile, the girls looked at each other in surprise before looking at Spike and blushing.

'Is that...Spikey-wikey?' Rarity gasped in surprise as heat went straight to her face.

'That's Spike...not bad...' Rainbow Dash grinned as she liked his new "cool" look.

'O-oh dear...' Fluttershy blushed upon thinking some unexpected ideas about her and Spike...

'Damn it, you actually grew up, didn't ya Spike?' Applejack thought while holding back her blush.

"OHMYGOSH! OHMYGOSH! OHMYGOSH! SPIKE, YOU LOOK SOOO CUTE LIKE THAT! I JUST WANT TO HUG YA AND NEVER LET YOU GO!" Pinkie grinned as she hugged Spike, making the boy blush as he was pressed upon her bosom as the other girls looked with envy and surprise.

"Alright alright, that's enough." Twilight pried the two of them apart with a noticeable blush on her face. She found Spike's look incredible as well, but needed to stay focused. She also didn't like Pinkie hugging Spike so close. She wasn't jealous, she just didn't want Spike to suffocate. Yeah, that's it.

"Everyone, we need to figure out where we are." replied Twilight as everyone managed to calm down their blushes.

"Well from what I can tell, this looks like a park." replied Applejack.

"Alright that's good, but we need to find out where we are still. Like a sign or something." replied Twilight pacing back and forth in front of them.

"What about this one?" Rainbow asked as she pointed to a sign near the park's entrance, and the mane 6 (7 with Spike) looked at the sign that Rainbow saw, which said something very shocking.

"Ponyville...Park?! IS THIS PONYVILLE, BUT HOW?!" Twilight's mind broke down in disbelief as the others looked at the "Ponyville" they were in, which was actually more like Manehattan with all the high buildings and cars with other "beings" like them walking around.

"Perhaps since this is another dimension, there are differences with this Ponyville from the one that we know." Deduced Spike as everyone else nodded before Fluttershy noticed something very important.

"Umm...guys?" Everyone looked at her, "W-where are our wings and horns?" Then they looked at each other before noticing that, in fact, Rainbow and Fluttershy lacked their wings while Rarity and Twilight lost their horns...

"WHAAAAAAAAAAAAAAT?!"

"This is bad, this is bad. No, scratch that. This isn't bad, this is HORRIBLE!" screamed Rarity feeling nude without her horn.

"What about us? We can't fly and now I have to use these, whatever they're called." replied rainbow feeling her center of balance off with these.

"I don't know what you're all complaining about. Me and Pinkie never had them. So we should be okay." replied AJ.

"Here we go with the whole "We don't need magic or to fly" attitude." replied Rainbow crossing her chest with these strange limbs.

"What did you say?" AJ walked over to Rainbow with the intent to get right in her face and give her a piece of her mind.

"Now girls, calm down!" Twilight said with a serious tone of voice as she kept AJ and Rainbow Dash away from attacking each other. "While we might not have our wings and horns, we have to focus on catching Danger Beast!" That made the girls calm down, even though AJ and Rainbow still glared at each other.

"So, where do we go now?" Asked Rarity before Spike answered;

"Well, we need to find a building that is big enough for us seven to stay for the moment. What do you think?" Spike's idea surprised many.

"Good idea Spike, now we need to find a building." Twilight said before she and the others walked out of the town.

As the girls, plus boy, walked through town, Spike noticed the guys seemed to stare at them a little too much for his liking.

"Hey girls, I think I found something." replied Twilight who stopped. The rest of them crowded around her and saw a sign in the window that read 'Vacant apartment.'

"One problem there Twilight. How are we suppose to pay?" Asked Rainbow.

Twilight slumped at realizing that, but suddenly perked up when she noticed a bag on the sidewalk with a note attached to it. Curious, she walked over and picked it up. She unfolded the note that said:

"My Dear Student, Twilight Sparkle and the girls,

If you're reading this, I'll tell you that me and my sister Luna managed to sent you this bag with the currency money that the world you're in uses so that you can pay for your temporal stay in that world. But I pray that you don't end up there for another 30 moons, and so I wish you luck.

Your Faithful Teacher, Princess Celestia."

"Thanks mom!" Spike grinned in happiness as the group went inside the building, and saw to their shock that the apartment had seven rooms, one for each one, with a kitchen, a living room, and a bathroom.

"What a nicely made place, this is indeed." Said a happy Rarity as she and the other went to place their belongings in their new rooms.

After getting their bags put away, they met back up in the living room to try and come up with a plan of action.

"Alright, we managed to get shelter. But we still more info on this world." replied Twilight.

"Maybe they have a library." suggested Spike.

"Good idea. Me and you will try and learn all we can and the creatures we've become. The rest of you spread out and learn what you can, but don't draw any attention to yourself." replied Twilight with a serious face.

"Oh poo. I wanted to show off a new design I brought with." Rarity folded her arms with a pout but understood that this was a serious mission.

"Alright, if you get into some trouble, get back here as fast as you can and wait for the rest of us." Everyone nodded their heads and began to head out.

"I hope they have a bakery!" yelled Pinkie as they headed out of the building.

Chapter 3

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 4

Spike and the rest of the group walked through the large area while keeping an eye out for any building that looked similar to the one in their Ponyville.

"Where is that stupid place?" asked Rainbow who was getting fed up with their searching.

"Over there!" shouted Pinkie jumping up and down while pointing at a building that did look similar to the mayor's office, just a little bigger.

"Oh." replied Rainbow as the group headed inside and saw the secretary desk.

"Wait a minute, I think I've seen her." replied Rarity recognizing the person behind the desk.

"Yeah, ah think ah know who is it..." Applejack said as everyone looked intently at the secretary before gasping!

"T-that's-" Twilight gasped. "Princess Luna!"

And indeed, the secretary was Luna's human counterpart, who looked like a dark skinned young woman with blue hair, green eyes, and wore a black business suit that showed off her body in a elegant way.

"A-auntie?!" Spike whispered as he felt his cheeks burning again, making Luna turn from her paperwork to look at the group in surprise.

"Hmm? Sorry, you looked like my nephew fro a moment. Anyways, what can I do for you?" asked the Luna counterpart.

"Um, we came to talk to the mayor." replied Twilight.

"Do you have an appointment?" asked Luna.

"Well no, but.." started Twilight before Luna raised a hand.

"Sorry, but if you don't have an appointment, than I can't let you in." replied Luna.

"Come on Lulu~! No need to be rude to children~!" came a voice who sounded laid back and came from the office doorway.

"S-SIS?! I told you already that my name is Latika!" Latika screamed in embarrassment as then a mysterious man wearing a coat that covered his entire body and a fedora came out, looking quite annoyed. "M-mr. Beas-!"

"Save it..." The man whispered as he passed Spike and the girls, looking each other in curiosity before he scoffed and walked out. "I'm done here anyway..." And with that he went outside.

"Who was that guy?" Pinkie asked as she felt uncomfortable under that guy's stare.

"He was Mr. Beastley." Latika answered after recovering. "A man that has recently bought several properties to create a new mall...Anyway, you may enter if you want to see the mayor."

"R-right, thanks Lu-Latika!" Spike said almost slipping as he and the mane six went inside the office, where the mayor surprised them! "M-MOM?!"

And indeed, the mayor was Celestia's human self, whom looked like a young woman in her 20's with her long hair having blue, green and pink hair, purple eyes, normal skin and surprisingly wore just a white t-shirt and khaki shorts despite being the mayor!

"Eh?" Celeste got up and walked close to Spike who was blushing lightly due to her similar appearance to his mother, and her choice of clothing didn't help.

"YOU'RE SO CUTE!" yelled Celestia who pulled Spike into a hug, shocking all the girls and Spike who was pressed close to her.

"You know, you remind me of my own son! Of course, he keeps saying he's too old to say hi to his own mom!" Celestia kept holding Spike close as she cried anime tears that may have been a little more dramatic than Rarity.

Twilight and the others however didn't enjoy the fact she was holding Spike so close. Especially to her chest!

"H-HEY! LET SPIKE GO!" All girls said as once, surprising each other before they blushed as Celeste separated the now red Spike after huffing.

"Alright, alright, no need to be so possessive of him...but I can't blame you because he's so cute~!" The mayor said as the girls blushed even more. "So why do you come here?"

"Well, Miss mayor-" Twilight began.

"You may call me Celeste."

"Celeste, we came here because we wanted to get some info on the person buying so much land around here. He goes by the name of Danger Beast." started Twilight.

"Hmm, if you mean Beastley, than I agree that he is like an animal~! But if you want to know what he's been doing, than I can only tell you that he's purchased some land outside the city to build a mall." relied Celeste.

"But from what we've heard, he's bought that land through illegal means!" urged Rainbow.

"Well that's all it is, simple rumors." replied Celeste.

"Seriously? Nothing weird with him?" Spike asked as Celeste got into a thinking pose.

"Well, now that you mention it..." She began, "despite getting the land in a legal way, he always acted strange around some people, like quite serious with some owners from the lands he wanted. At first they wouldn't budge, but then after meeting him they would let him have the land...as if they didn't cared about that..."

'That sounds...like a mind control spell!' Twilight's eyes widened at that.

"Well, thank you for your time as I think we'll just be going." replied Twilight as they turned to the doorway but stopped when Celeste stood up with a serious expression.

"Before you go, mind explaining why you're not in school?"

All of them realized that they may have their own place to live for the moment, but this world probably had the kids go at a certain age just like in their Ponyville.

"Uh, we're new, that's why we asked about what's going on here." replied Twilight.

Celeste held her serious gaze, but smiled and sat back in her chair while propping her feet on the desk.

"Well, just make sure you get there~!" replied Celeste letting them go.

But then as Spike and the ladies went out, they never noticed the very same man looking from afar with narrowed eyes before he turned to some dark figures.

"Gentlemen, it seems we have a problem..." Said the figure as his left eye shone red, showing some metallic skin.

Chapter 5

Eventually the mane 7 managed to get back to their apartment as soon as they could after the meeting with the princesses' human counterparts.

"So what do we do now?" Rainbow Dash asked as they were sit once again in circle, but this time Twilight had Spike in her lap, much to the other girls' envy.

"Well, we must search for where Danger Beast is located..." Twilight said, while grinning at having HER Spike with her grasp and seeing her enemy's en-WAIT, HER SPIKE?!

"Twilight, why are you holding Spike like that?" asked Rainbow with her arms crossed as Twilight and Spike blushed and sat on two different seats before regaining themselves.

"A-Anyway, since all we could get were rumors about what Danger Beast is up to, we'll have to try somewhere else for clues." replied Twilight.

"Like where?" asked Applejack.

"School." replied Twilight

"What?! I ain't going back to school!" chimed in Rainbow who turned her head away with a huff.

"Come on, Rainbow, don't tell me that ya're afraid of school~?" Teased Applejack as the rainbow haired girl glared at her.

"It's not that!" She frowned before sighing, "It's just that I can't handle anymore paper work, books, homeworks and all that! THAT'S HELL!" ("YEAH!" Every reader, including the author, nods)

But then a very familiar hand touched hers and she saw a sight that she didn't believe she would see, nor she would ever trade:

"Pwease, Rainbow Dash~!" Begged Spike as his face turned more cute as his eyes became the dreaded puppy eyes. "Pwease~!"

It was at that exact moment that Rainbow felt completely helpless, along with the others who grabbed their hearts at the sight.

'SO CUTE!' was the simultaneous thought of each girl as they were stunned by Spike's technique.

Rainbow began to sweat as she tried to resist, but couldn't stop herself from bringing Spike close to her with a smile.

"Alright, alright..." Rainbow gave up, "I'll go with you to school..." She said making Spike return to normal before she hugged him tighter!

"R-rainbow!?" Fluttershy gasped as she blushed.

"AWW! I can't help it, 'shy!" She said as she held Spike close to her, which wasn't so hard since they were technically the same size with her being taller by some inches. "He's to cool and cute!"

"Would ya let go of him already!" Applejack got up and pried Spike out of Rainbow's grip and held him close to her while Rainbow scowled at her.

"Give him back!" demanded Rainbow.

Applejack gave a smug grin at her before feeling Spike pulled out of her grip and saw Rarity hold him.

"Please, Spikey-wikey needs some air." replied Rarity who lost Spike by Pinkie pulling him out and jumping up and down with him.

"Don't you know when to share?" asked Pinkie who accidentally lost her grip on Spike who ended up falling on Fluttershy's lap and accidentally sat up with her 'assets' pressing up against his head.

'EH?!' Spike thought as he realized where he was sitting at while Fluttershy had a huge blush on her face, and soon the poor boy passed out from a nosebleed.

"EEEEEEEEK?!" Cried the shy pegasus turned human as she couldn't move from the embarrassment.

'Why didn't Spikey react like that to me?' thought Rarity in envy for Fluttershy's chest.

'Wow! Spike likes them big!' thought Pinkie who mentally wrote that down.

'Great, Fluttershy got a better reaction out of him than me.' thought Rainbow with a huff.

'Wonder if Spike prefers something softer?' wondered Applejack looking at her own clothes.

'Wait, if Spike's unconscious, than that means...' thought Twilight who had a small nosebleed from an image of her in a revealing nurse's outfit with Spike in bed.

'O-oh dear...w-what do I do?' Fluttershy froze up before several images of her and Spike...becoming one popped out in her mind, making her faint.

Eventually everyone managed to calm down while Spike and Fluttershy woke up and apologized to each other.

"S-so shall we go to the school then?" Asked Spike with some blush on his face as the six girls nodded.

So the seven of them ventured out of their temporary home and began their trek downtown. Each one of the girls seemed to catch the eye of all the guys they passed by, which made Spike clench his fist for some reason before focusing on where they were heading.

"So Twilight, how did you enroll us?" asked Spike.

"While you were all sleeping, I talked to the principal who understood our predicament, and enrolled all seven of us." replied Twilight.

"So will we all be in the same class?" asked Applejack.

"Well..." Twilight began a bit nervous as she handed them all several copies of the schedule "We got some class together, yet there are a few separate ones where we are on several groups..." She finished while smiling, mostly at the fact that she was with Spike on ALL the classes~!

"Hey! Why are you with Spike on all classes Twilight?! Did you altered the schedule?!" Pinkie comically accused as all girls looked at the now panicked lavender girl and the confused boy.

"W-what do you mean? I didn't do anything, I SWEAR!" Twilight panicked as the girls looked at her before sighing.

"Come on girls, Twilight would never change anything related to books and study." Spike reassured as the other elements nodded, not seeing Twilight sigh.

'Phew, almost got me...thanks Spike~!'

"So Twilight, who's the principal?" Fluttershy asked as Twilight smiled nervously as answered: "Wait 'till you see..."

"Lemme guess, Mayor Mare?" Rainbow smirked...until she saw the mentioned pony's human counterpart, who was a stern looking woman with the same hair as mayor mane, normal skin and wearing a beige business suit, being the vice-director. "Eh?!"

"Close, but no~!" Smirked the princess as the wonderbolt fan growled before calming down as they neared the vice-director's desk.

"Yes, can I help you?" Asked vice-director mare as she looked at the children before her.

"Well, I'm Twilight Sparkle, and I came here yesterday about the proposal..." Twilight said as ms. mare thought before she nodded remembering that.

"Ah yes, the director will see you now."

"Thanks!" Twilight smiled as she and her friends went inside the office, but then the other elements and Spike went pale upon seeing WHO the directorwas !

"No..." Began Rainbow.

"Way..." Whispered Rarity.

"In..." Choked Pinkie.

"Bucking..." Growled Applejack.

"Hell..." Spike managed to say. "That's-"

"DISCORD!" Chimed a happy Fluttershy as they looked at Discord's human counterpart, who was a man with white spiky hair that had two "horns", one beige and one blue, with tanned skin, yellow and red eyes, and wore a hooded brown cape with black markings and large rolled-up cuffs along with long yellow ribbons on his right arm and bandages across his left arm. He also wore an open white shirt beneath his red vest that shows his chest, a loose black tie, two belts, one blue and one purple, and black pants with yellow and green boots. (Yuki Terumi's Dark War Design With Discord's Palette).

"Ah, you all must be the new students." came the Discord look-alike as he sat in his chair.

"Yes, we just wanted to come by and thank you for accepting us here." replied Twilight.

"No problem. Also, my name is Deus, not Discord. Now, you best be on your way." replied the principal.

All of them nodded and headed out. Once the door was closed, everyone of them gave Twilight a look that wanted answers.

"Now then girl," Began AJ in a mad tone, "Why didn't ya tell us that Discord was the director?!"

"Well, to be sincere..." Answered Twilight getting more nervous, "When I spoke with him at first, he had his hood up so I wasn't able to see his face, but when we came here, I saw him through the window and I realized who he was at once...sorry for not telling you all." Apologized the lavender girl as the others looked at her sternly before sighing and nodding.

"Alright then darling, but please tell us next time..." Rarity said as they made their way to the first class, which happened to be P.E.

Each one of them changed into their designated p.e. wear, even though Rarity didn't want to because of the bland look. Each one of them wore a white shirt with red shorts.

"You look great Spike!" yelled Pinkie giving a thumbs up for Spike.

"Thanks Pinkie." thanked Spike before he saw with widened eyes who else was in their class.

"YOU!" Shouted the mane 7 upon looking at their counterparts, whom also wore the pe uniforms, who looked back in surprise as well!

"YOU AGAIN?!" They shouted back before the mane 7 realized several things:

Toshaka, Twilight's counterpart, stood surrounded by several girls who also wore the pe uniform as Shirou, Spike's counterpart, stood a distance away from her.

Ray and Rachel, Dash's and Rarity's counterparts respectively, were together with the former hiding behind the latter's back.

Alice and Pinkamena, AJ's And Pinkie's counterparts, stood near Ray and Rachel, but still far away with the former looking asleep and the latter drawing something in her notebook.

and 4. Farrah, Fluttershy's counterpart, stood alone as everyone looked at her in fear.

Seeing how things were awkward, Twilight decided to break it and walked over to Toshaka

"Hello, it's nice to see another familiar face here." started Twilight.

"Uh, oh yeah, great to see you too." commented Toshaka who seemed to be trying to ignore her.

"Ooookay." replied Twilight as Pinkie bounced over to Pinkamena

"Watcha drawing?" asking Pinkie who looked over Pinkamena's shoulder to get a better look.

Pinkamena showed a page of a skull that was surrounded in darkness before replying, "How I feel."

"Neat!" Pinkie smiled while Pinkamena shrugged and went back to drawing.

"Still asleep, partner?" Asked AJ to the sleepy Alice, who just nodded with a sleepy look.

"In...deed...~" She said before falling asleep as AJ sweat-dropped.

"Hello there! How ya doing?" Grinned Rainbow as Ray shivered before a blush appeared on her face.

"I-I'm fine..."

"So have you calmed down now, City Girl?" Mocked Rachel as Rarity tried to keep her smile, but had a vein popping out of her forehead.

"Y-yeah, I'm much better now...Camp Girl~!" Now Rachel had the same face as Rarity.

"Um...h-hello." greeted Fluttershy to Farrah who sighed before turning to her.

"What up?" greeted Farrah who frowned at Fluttershy hesitating to say anything. "Some time today."

"S-S-Sorry." squeaked Fluttershy.

Meanwhile Spike walked to Shirou, who looked in curiosity at the boy that looked...similar to him when he was young.

"Hello there! It's good to see you again!"

"Yeah...same here..." Shirou answered with a smile, but both males didn't noticed the looks from the other girls...

Toshaka shook her head at Shirou as he stood away from everyone, but had a small tint of pink on her cheeks.

Rachel's eyes drooped and her mouth turned into a love struck smile as she got weak-kneed.

Farrah smiled and walked over to him and wrapped an arm around his waist that got looks of envy from the others.

Ray smiled and turned away to keep the massive blush on her face from being seen.

Pinkamena gave a smile at Shirou and began to write down her own initials alongside his in a heart she drew.

Alice was surprisingly awake and seemed to fidget and blush at seeing Shirou.

The mane 6 were surprised at their counterpart's reactions around Shirou before they looked at Spike.

'Why would she react like that around her brother...unless...' Twilight thought before she blushed.

'Hmm, now my counterpart acts...like Spikey-wikey does around me!' Rarity thought in surprise.

'O-oh my...s-so daring...!' Fluttershy was having a red face.

'Now why is she like that?' Rainbow looked at the blushing Ray.

'Aww, how cute! She likes him!' Pinkie thought of ways to make her other self smile more.

'Now she's awake, what's going on?!' thought Applejack.

"Listen up maggots!" shouted a large muscle man that came through the doors. He stomped in front of the class and had long dark blue hair, with yellow eyes, tanned skin, and was only wearing a viking helmet with gym shorts on.

"Today, I want all of you to run laps around this gym until you collapse!" yelled the gym teacher.

The gym teacher noticed a shaking hand raise up and stomped right up to Ray. "W-Who a-are you?" asked Ray.

"I'm the new gym teacher, Icarus Bloody!" The mane 7 went surprised at that. "NOW GO!"

And so all the teens in the gym began to do several exercises from running around to sit ups, rolling around and climbing a rope.

After it was over, the mane 7 and their counterparts looked ready to pass out. Except for Fluttershy who actually DID pass out.

"You there, shorty!" barked Iron Blood pointing at Spike. "I want you to take her to the nurse's office!"

"Are you sure? She's taller than me." replied Spike who was pointing out there size difference.

"Tough turkey, NOW GO!" yelled the gym coach as Spike awkwardly lifted Fluttershy up and headed to the nurse's office.

Spike barely managed to get Fluttershy to the nurse while ignoring the stares from the other kids.

"Nurse, my friend here fainted!" Spike said as the nurse, a red haired woman with her hair in a bun, red eyes, pale skin, and wearing a nurse outfit appeared. 'N-nurse red-heart?!'

"Oh my, let me see..." The nurse said as she tried to take Fluttershy, but the shy girl unconsciously hold Spike closer to her, making the boy blush.

"U-Um, what should I do?" asked Spike who couldn't get out of her grip.

"Maybe it's best if you lay down with her, but don't try any funny stuff." warned Redheart as she went back to her desk while Spike gently set Fluttershy down on one of the beds while making sure his arms were away from her.

'She's...so warm...is it wrong...if I wished...to stay like this?' Blushed Spike as he thought that before Twilight and the other girls came in.

"Hello Spike, we came here to-!?" Twilight stopped upon her and the others noticing the situation Spike was in.

Chapter 6

Everything froze up then as Twilight and the girls saw Spike wrapped up by a still asleep Fluttershy, not believing what they saw as Spike himself was scared of what could happen.

And then as if the universe wanted to mock him for not turning into a dog (XD), Fluttershy soon woke up unaware of her charge.

"What happened?"

Each one of them Spike included, didn't want to recount the details for fear of her passing out again, or because they didn't want to see it.

"N-nothing!" Spike said as he managed to get out of her embrace. "You just fainted so we brought you here, right girls?"

The girls nodded.

"Oh, well thank you." smiled Fluttershy getting up from the bed.

"Uh girls? Shouldn't we be heading to class?" asked Spike trying to get them going with the day.

"Spike's right. And on the way we might find clues about Danger Beast." Twilight spoke up as they nodded and left the nurse's office.

"Well girls, I got to get to math." Rainbow blanched at the word itself and headed off.

"Yeah, and I need to get ready for baking!" cheered Pinkie running off.

"All of us are taking history next, so we'll see you two around." replied Applejack as she, Fluttershy, and Rarity headed to class, leaving Twilight and Spike by themselves.

"So where do we go now Twilight?" Spike asked as he saw his surrogate sister have a smile on her face.

"We're in chemistry, Spike. Let's go~!" She finished cheerfully with a blush upon seeing herself alone with HER Spike...wait, HER Spike?!

Both of them soon made their way to class with Twilight having a skip in her step.

Spike looked at Twilight confused for a second before shrugging it off, because in the end she could be happy about doing chemistry, that's it.

Once they made it inside, they took the nearest table available and waited for their teacher to show up.

And soon a woman with purple berry hair, tanned skin, purple eyes, and wearing a lab coat with a purple buttoned shirt and black skirt came in.

"Good morning class. I'm Ms. Pristine. And I say that because we have tow new students here today." replied Pristine referring to Spike and Twilight.

"Hello, I'm Twilight Sparkle, and I hope we can get along." Twilight said with a smile that made several guys, Spike included, blush.

"And I'm Spike Solaris, a pleasure to meet you all as well!" Spike smiled cutely, earning some squeals from the girls, including Twilight.

"Glad to have both of you in class. Today, we'll be talking about the effects of pheromones." replied Ms. Pristine going to a cabinet and grabbing a bottle of pheromones.

"Now can you please sit over there, where Miss and Mister Sakuraba are located?" Bri pointed to the surprised duo.

Spike and Twilight walked over to their look-alikes and sat down, each one not knowing what to say.

"Now then, can we have a volunteer to show how pheromones work?" asked Ms. Pristine.

"Excuse me Ms. Pristine, but...um, what is the experiment like?" Twilight asked, earning nods from all students.

"I'm going to demonstrate how pheromones can work on attracting a similar organism from the same species, but in the opposite gender." replied Bri.

That made everyone blush before all boys (except Spike and Shirou) raised their hands.

"Now I'll need a volunteer..." Bri said looking around before pointing at Spike, "What about you?"

Spike was nervous about having to do this, but nodded and stood up. Ms. Pristine took a small amount from the beaker and put a few drops on Spike's arm. "Now then, the pheromones should soon take affect."

Suddenly all the girls (except Toshaka) were blushing and looked at Spike with affection, especially Twilight.

"Hmm, it seems to be working." replied Spike sitting back down, except Twilight seemed to hold him close to her with a smile.

"And now I'll need another volunteer for the next part..." Bri said before pointing to Shirou, "What about you?"

"Alright." replied Shirou who let the drops fall on him to let the second part commence.

As a result, half of the girls and even Toshaka blushed.

"Thank you both." replied Pristine. "Now then class, we'll be studying how smaller animals react, so I'll be right back." replied the teacher leaving the students alone.

"So...how are you doing?" Spike asked his double as, for some reason, Twilight and Toshaka were glaring at each other with a blush.

"Pretty good. Except my sister has a problem with your apparently." replied Shirou pointing at them.

"Eh?! T-twilight, what's going on?" Asked a worried Spike as he and Shirou noticed that the rest of the girls were glaring at each other as well!

"You're in my way!" yelled Toshaka pushing Twilight who pushed her back.

"Says you! I saw the way you were looking at Spike!" yelled Twilight who began to pull her hair. Toshaka yelled in pain and tackled Twilight, which spurred the rest of the girls into a classroom full catfight!

Spike, Shirou and the rest of the boys watched the chaos with blushes on their faces while the rest of the boys had perverted looks on their faces as the two green haired guys watched worried.

"Any ideas on how to stop this?" Spike asked his double.

"Just two." Shirou stood up and nodded for Spike to follow. After they both stood up, Shirou grabbed their shirts and ripped them off with ease. Spike was stuned, but was questioning Shirou's logic when he cupped his mouth.

"Yo girls! Catch us if you can!" the girls in the class stopped and began to drool at the shirtless boys and began to get a weird look in their eyes.

"Run like hell!" yelled Shirou running through the door with Spike following.

Nearby, a hidden Ms. Pristine smiled at the results. "Fascinating~!"

Each of the girls watched them rush out and howled like wolves before charging after them, not even caring that they crushed several desks and the door.

Chapter 7

We find Spike and Shirou from last time as they were doing acrobatic moves you'd see in a movie. And for what reason you may ask?

"GET BACK HERE!" Shouted both Twilight and Toshaka with wild looks on their faces as they lead an army of girls with similar looks on their faces!

Yup. Trying to survive an army of man hungry teenage girls!

"I BLAME YOU FOR THIS!" Spike yelled to his counterpart.

"SHUT UP AND RUN!" yelled Shirou as they dove past another hallway with more girls coming their way.

"Where are all these girls coming from?!" Screamed Spike in panic as they were heading towards history class.

In said class, Pinkie and Pinkamena could be seen sitting while listening to the lecture.

"Awww! This is sooooooooooo boring~!" Pinkie said.

"I agree." muttered Pinkamena doodling in her notebook.

But then they felt the classroom tremble as if there was a stampede!

"What the-" Pinkamena, Pinkie, and the rest of the class watched as Spike and Shirou ran by with a horde of girls chasing them.

"What the-?!" They both said before smelling the pheromones from both guys alongside all the girls from the class.

Both of them grinned like the other girls and ran out of the room and joined in the chase.

'SHIT!' The boys cursed upon seeing more girls join the chase!

This time they were passing algebra, which had Rainbow and her counterpart in.

Rainbow was currently banging her head into the desk as she tried to figure out the answer to the equation on the paper given to her.

"Stupid stupid stupid." she kept muttering as she glared at the problem.

"Um...excuse me..." Ray called her counterpart in a shy voice.

"What?" groaned Rainbow turning to Ray.

"Um...if you don't mind...I could...umm...h-help you...I-if you want to, that is..." Offered the shy girl.

"Really? Sweet!" cheered Rainbow pumping her fist in the air.

But then the class began to tremble, making Ray get panicked and Rainbow get confused.

They turned and watched to see Spike and Shirou run with Pinkie and Pinkamena and a huge crowd of girls going after them like starved coyote after a piece of meat.

Both girls were stunned before they smelled the pheromones.

Soon the same thing happened with their class adding more numbers to the crowd.

"DAMN IT! WHAT ELSE COULD GO WRONG?!" exclaimed Spike with wide eyes.

"WHY DID YOU DO THAT?! YOU JUST TEMPTED FATE!" Cried Shirou.

"OH COME OFF IT! I DON'T ME SAYING THAT WILL NOT CHANGE ANYTHING!" he yelled at his counterpart.

But sadly for Spike, he would soon regret ever saying those words...

Soon they made their way past home economics, which is where Applejack and her counterpart were.

Applejack was trying to wake up her counterpart, who was sleeping.

"Come on, wake up." whispered Applejack shaking the girl's shoulder.

"Zzz...don't wanna..."

Applejack sighed and shook her head before noticing a crowd run by the class.

Alice awakened upon hearing the rumble, "What's going on?!"

"I'm guessin that." replied Applejack pointing at the crowd.

Then they saw Spike and Shirou being chased by the girls!

"What in tar-" Applejack stopped from smelling an intoxicating scent.

"Ahhh~! So good~!" Moaned Alice as she looked awake.

She rushed out of there faster than Applejack and joined in on the run.

"Wait for me!" AJ said before joining the chase alongside the girls.

Soon the crowd began to make their way past the foods room where Rarity and her counterpart were at.

Rarity growled as she got partnered with Rachel, and they were discussing what to cook.

"I say a cake." said Rarity.

"And I say an Ice cream!" Rachel said back.

"Well I say-!" Rarity stopped right there as they noticed the large crowd running past them.

"What in fashion's name is going on?!" Yelled Rarity before they saw Spike and Shirou being pursued!

"Spike?" Rarity watched in confusion along with Rachel.

But then they smelled the pheromones coming from them.

Both of them began to drool before joining the crowd.

Which was soon followed by the rest of the girls there and thus the mob got bigger!

"This is not how I want to go out!" yelled Spike.

"Same here!" Yelked Shirou in panic.

Meanwhile, Fluttershy and Farron were in wood shop trying to build bird houses.

"Y-You're very good at this..." Fluttershy said impressed as she saw the house that her counterpart made.

"Thanks. Just because I look rude doesn't mean that I can't build something for the animals." Farron replied.

Fluttershy smiled, but soon turned when they heard the sound of a crowd barrel right past them.

"W-What's going on?!" Fluttershy asked in fear.

Both of them could only watch as Spike and Shirou were chased by the crowd and got a whiff of the pheromones on them.

"Mama likes!" Both girls said before joining in alongside the other girls!

Both of them were really panicking now at seeing the rest of their friends join in the crowd.

"EVEN FLUTTERSHY?!" Gaped Spike.

Both of them eventually managed to duck into a closet where they waited to hear the crowd pass them.

"Berry Punch's counterpart is a sadist, now I'm sure..." Whispered Spike to himself.

"You said it." agreed Shirou.

But then Shirou noted what his younger look a like said, "What do you mean with Berry Punch's counterpart?"

Spike stopped right there and tried to find an excuse.

"Umm...it's just...that Ms. Brie looks exactly like another woman I know, who is called Berry Punch." Spike said a half truth.

Shirou gave him an odd look before shrugging his shoulders and putting his ear next to the door.

"Are they gone?" Asked Spike.

"Yeah. They're gone." he whispered opening the door as the halls were clear.

"Thank celestia..." Spike said.

"Who?" asked Shirou.

"My mother." Spike answered as Shirou did a "oh." of understanding.

That was when the bell rang for them to head to the next class.

"Well, shall we head then..." Shirou said as Spike nodded before noticing something...THEIR LACK OF CLOTHES!

"Fuck! I forgot about those." sighed Shirou rubbing his head.

"So what do we do?" Spike asked, not willing to go through what he experienced before with the girls.

"You go to class. I'll try and sneak back to class and pick them up." suggested Shirou.

Spike went pale and told him, "Are you serious?! What if the girls see me like this?!"

"Just hide out in the bathroom and you'll be fine." replied Shirou darting down the hall and disappearing around the corner.

Spike nodded and reluctantly went to the bathroom.

He waited inside one of the stalls until he heard knocking on the door.

"W-who is it?" He asked nervously.

"It's Shirou, who else?" responded his counterpart.

"Sorry..." Spike said as he opened the door.

"Here's your clothes." said Shirou handing him the clothes while he put his own back on.

"Thanks." Said the younger green haired boy as they dressed.

"Well I gotta get to class. You better do the same." advised Shirou leaving the bathroom.

Spike nodded before he headed for his next class.

He made it, and saw Rarity had an open seat next to her. It also seemed like the girls had calmed down.

'Thank Celestia...' He thought as he sat between Rarity and Twilight.

"Sorry for earlier, Spike." whispered Twilight.

"Same here, Spikey-wikey..." Said Rarity as they all blushed.

That's when the door to the classroom opened and the female that entered grabbed all the guys and Spike's attention.

The woman had long lilac-pink hair, pink eyes, pale skin, and wore a white t-shirt with pink pants and sneakers.

"Good morning class. My name is Fianca le Valerie, but please call me Miss Valerie." smiled the teacher.

Upon hearing her voice, several boys (and some girls) developed hearts in their eyes as Spike blushed with a loose smile on his face.

Rarity and Twilight though didn't really like how Spike was looking at the teacher.

And thus they got a dark look on their face alongside dark thoughts.

'That bitch tries anything with Spikey-Wikey and I'll rip her hair out!' thought Rarity.

'She better not get near MY Spike!' Thought Twilight.

"Now class, today will be an important class for all of you. This is Sex Education."

That made everyone pay attention as Spike paled and whispered "Oh no..."

"Now then, who here would like to tell us how the human body works?" she asked.

Instantly all the boys raised their hands except Spike.

Fianca tapped her chin before noticing Spike.

"What about you?" She asked him.

Spike's eyes widened as he swore Rarity and Twilight were trying to glare right through the teacher's head.

'Why are they like that?' Spike wondered.

He looked forward and was stunned to see the cleavage of Miss Valerie in front of him.

"So what do you say?" She asked as he blushed.

"Um..uh..." he stammered unable to say anything.

And it didn't help the fact that Twilight and Rarity were unleashing their own killer instinct...

"Excellent!" smiled Miss Valeria grabbing his hand and pulling him to the front of the class.

Soon a nervous Spike was in front of the classroom.

"Alright class. We'll show the differences between males and females. Spike here will be our example for the male anatomy. Any volunteers for the female anatomy?"

Soon all girls raised their hands.

Miss Valeria tapped her chin before pointing at Rarity. "Miss Rarity, would you like to come up?"

Rarity then smiled happily and went near Spike as Twilight glared at her darkly.

"Now class, I'm going to demonstrate the body structure difference of females and males." explained Miss Valerie.

"How?" Asked Twilight feeling uneasy.

"Watch." smiled Miss Valerie.

"Now then, can anyone tell me how their bodies are different?" Asked Miss Valerie.

"Um, the girl has breasts?" guessed one of the guys.

"True, but can you guess anything else?" Said Miss Valerie as Spike felt like punching the boy who asked for some reason.

"They have firm asses?" asked a girl.

Now both Rarity and Spike were blushing madly.

"Well in a way yes. That's thanks to constant exercise for either gender."

That made everyone blush even more.

"And you can see from this young man here that males tend to have naturally more muscle than females." said Miss Valeria grabbing Spike's arm for emphasis.

Spike grinned sheepishly at that.

"And this female here is lanky, but has fine curves in the right place." remarked Miss Valeria patting Rarity's waist for emphasis.

"Why thank you!" Grinned Rarity.

"Now, what else is the difference between males and females?" asked Miss Valerie.

"Males have something between their legs..." Said a shy girl.

"Exactly. Males have the organ known as a penis, while females have a vagina." smiled Miss Valerie, glad to see progress.

Now everyone was having a red face.

"Thank you two. You may be seated."

"But miss, what about reproduction?" Asked another student.

"We’ll cover that tomorrow." replied Miss Valeria.

Twilight gave a sigh of relief at that.

'Thank god.' thought Twilight who didn't need to hear that much in one day.

Although one part of her wondered how big Spike could be...

That got her face to go crimson while steam flew out of her ears.

"What's wrong Twilight?" Spike asked as he sat back in his seat.

"No-Nothing." replied Twilight waving his concerns away.

"Are you sure?" Rarity asked.

"Yes, perfectly fine. Nothing wrong at all." grinned Twilight.

Rarity narrowed her eyes, but nodded letting it go.

Chapter 8

(Economics)

Now we can see a certain pair of pony and dragon going to the next class after the fiasco at biology.

"Glad that's over." sighed Spike in relief.

"Yeah yeah, me too." Twilight said, still a bit jea-para-annoyed about Ms. Fleur's counterpart. NOT jealous OR paranoid!

"Why? What happened?" asked Pinkie, eager to hear.

"You don't want to know." Twilight said.

That's when their teacher came in. The teacher was a tall and well dressed blue haired man with fair skin, blue eyes and wore a black business suit with white t-shirt underneath and a yellow tie.

"Hello class. I am Fin Pedigree. Please refer to me as Mr. Pedigree as I will be your economics teacher for the year." he spoke.

The class nodded as they got out their notebooks.

"Today we shall be discussing how to do our taxes." he began. Naturally that got some groans from several teenagers as Mr. Pedigree smiled in amusement.

As the lesson began, Spike hid his face behind his book as he spotted Shirou with Pinkie's and Applejack's counterparts near the back of the class.

'Oh no...I hope he isn't mad from what happened in biology!' He thought nervous.

Shirou had his arms crossed as he was closing his eyes to take a nap as Pinkamena was doodling in her notebook while taking glances at him.

'How cute!' Pinkie thought watching her counterpart's actions.

Applejack spotted her counterpart napping, but her foot was right next to Shirou's as she smiled in her sleep.

'I wonder why she's like that.. AJ thought. But then she glanced at Spike who was trying to hide behind his book.

"Is something wrong, Spike?" AJ asked curious.

"No, but this class is really boring." he whispered.

"Ah agree with ya because ah already know about this." AJ answered because she already knew about business because of her handling the family's apple business.

Mr. Pedigree noticed Shirou's sleeping state and walked over before nudging his foot.
"Shirou, can you explain when is the best time to pay taxes?" Pedigree asked Shirou's shoulder.

"Ah...what was the question again?" He asked upon being woken up.

"I said, when is it better to pay mortgage on your house?"

"Paying off the mortgage early is in. Refinancing to take money out of our homes is out. Living through the foreclosure crisis, more people want the security and the psychological benefit of owning their home free and clear.

If you want to pay off your mortgage early, you'll find plenty of experts recommending ways to do it. All strategies work, but you'll find some methods of paying off your mortgage are safer, faster, and more painless than others." Shirou explained lazily.

"Correct." spoke Mr. Pedigree.

"That was...unexpected..." Confessed Spike in surprise.

"Yup." whispered AJ.

"That explains why girls are acting weird around him..." Pinkie said as she pointed to several red headed girls.

Before the girls could say anything to Shirou, Pinkamena glared at them with Alice joining in. The girls quickly backed out of fear.

Pinkamena went back to doodling a picture of Shirou as Alice laid her head back down.

"What's up with them?" Spike asked surprised.

"They're in love~!" whispered Pinkie with a smile.

"D-did ya say something?" Asked a surprised AJ.

"I said, those two like Shirou!" whispered Pinkie with a smile.

AJ blushed as Spike was still confused.

(Lunch)

Now we could see the mane 7 members getting food from the cafeteria alongside several teenagers. Said teenagers were Shirou with the other girls.

'This is getting awkward...' All of them thought.

Spike and the girls sat across from their counterparts as each one was busy doing their own thing.

From what they could see, Toshaka was being surrounded by several girls as Shirou was keeping his distance looking around as Rachel was helping Ray stay comfortable as Alice was sleeping with Pinkamena surprisingly drawing some things on Alice's head with a grin and Farron was far away as everyone was giving her quite the space.

"So.......how was your day?" asked Twilight to Toshaka.

"It was...fine..." She answered awkwardly.

"Today was really fun!" cheered Pinkie.

"Good for you..." Pinkamena said a bit more cheerful.

"What about you?" asked Rarity to her counterpart.

"It was alright." She answered.

"Today was boring...." mumbled Alice.

AJ just sweatdropped at what her counterpart said.

"What about you?" asked Rainbow to Ray.

"Um...I..." Tried to say Ray in a shy tone.

"Come on, say something."

"Now now, Rainbow...I-I think we should let her be..." Said Fluttershy.

"Listen to your friend." spoke Farron.

"This is...quite interesting..." Said Shirou.

"What do you mean?" asked Spike.

"Just how similar yet different your friends are from mine." Shirou answered.

"I agree." he replied.

"So where are you from?" Shirou asked curiously.

"Uh, just the next town over." replied Twilight.

"You mean Manhattan?" Toshaka asked surprised.

"Yeah! There!" exclaimed Pinkie.

"Fascinating..." Pinkamena said since she always wanted to see the art museum over there.

"So, why exactly are all of you....distant?" asked Rarity.

"That's...a long story..." Sighed Rachel while glancing discreetly at Toshaka.

"Care to talk about it?" asked Fluttershy.

"Sorry, but we don't trust you enough." Farron said sharply, making Fluttershy apologize nervously.

"Well, know anybody around here who might know more about Danger Beast?" asked Rainbow.

"T-the teachers may be able to help." Said Ray.

"Like?" asked Applejack.

"Mr. Pedigree...Ms. Mare...Director Deus..." Mumbled Alice.

"We'll have to split up and ask around." spoke Twilight.

The others nodded just as some of the girls that were fawning over Toshaka instantly fawned over Spike!

"Oooh! What's your name?"

"Are you new here?"

"Need a guide?"

Spike blushed in embarrassment as his female friends had quite the reactions.

Twilight was holding herself from growling at them. Pinkie narrowed her eyes as her hair was turning like Pinkamena's. Applejack frowned at them as Rainbow discretely cracked her knuckles. Rarity was holding a knife in her hand as Fluttershy glared at them blankly.

"Are you single?" asked a girl who looked like she could pose as his twin.

The girls couldn't help but look at the female version of Spike in surprise for a few moments.

".....weird." muttered Twilight.

"Cute~!" Said both Pinkie and Fluttershy.

"Well look at the time. We better go ask the teachers those questions." spoke Twilight a fake smile as she pulled Spike away from the girls.

Then the bell rang, signalling the end of lunch. The two groups headed to class as Twilight kept Spike close to her.

"Um...Twilight, can you please let me go?" He asked embarrassed.

"Sorry, but we need to get to class." she replied with an excuse.

"What is the next class anyway?" Asked Rainbow.

"Computers." she read the class with a confused look. Soon all seven found themselves in a room with several of those computers alongside some students and their teacher, who was a black haired man wearing a brown suit and looked quite familiar to Pinkie Pie.

"Cranky?" muttered Pinkie in confusion.

"Hello there, I'm Mr. Dash and I'll be your computing teacher this year..." Introduced himself Mr. Dash. Spike, Twilight, Pinkie, and Rainbow took their seats as Cranky's counterpart stood in front of the class. "Now then, we will learn how to use computers in our lives and even in our future works..." Said Mr. Dash.

The four of them just stared at the devices as they had never used things like this before. But luckily for them, it seemed that Mr. Dash was going through a review of how to use the computer, much to the other class members chagrin as Pinkie was somehow already using it to surf through the internet.

"Wow! Look at these funny videos!" whispered Pinkie who was having a hard time muffling her own giggles.

"How can you use this so easily Pinkie?" Asked Spike curious.

"Magic." whispered Pinkie waving her fingers.

"Seriously?" Deadpanned Twilight.

"Nope. I just read the manual." she grinned holding said book up.

Twilight quickly took it and began to read it. "Fascinating." muttered Twilight to herself.

"I wonder if we can have these in Ponyville..." Rainbow said curiously. She pressed a random key and got a deny message, irking the sports girl. "What the hay?!" She cursed.

"Miss Dash, is there a problem?" asked the teacher.

"W-well...you see..." She tried to say as Mr. Dash saw the deny message.

"Miss Dash, you tried to enter in a password when there is none." he pointed out.

Rainbow blushed in embarrassment upon hearing that.

"Now than, any questions?" he asked looking around.

"Yes, what are we going to do on the computer?" Asked Spike.

"Just simple basics for beginners." he replied.

Spike nodded as they soon went with the lesson. What they didn't notice was a few figures watching them from outside the room.

Now we could see Twilight using her computer to research more about the planet and Danger Beast, or Mr. Beastly as he's called around here.

'I hope this thing can make this search easier.' she thought as she typed in his name. But much to her chagrin, there were barely any results about the criminal himself...

'Looks like we really do need to ask people around here.' she thought.

Meanwhile, Spike and the girls alongside some other students were playing the online Halo game.

Spike was amazed at the graphics and sounds as he couldn't stop hitting the keys.

"This is fun!" Pinkie said in excitement as she played as a pink soldier and rode on a tank, crushing anyone unlucky enough to be on her way.

Mr. Dash was busy giving a lecture on how computers came into existence, but his ears couldn't pick up the sound of his class playing the game.

"Damn it!" Rainbow cursed as a yellow soldier killed her for the 12th time! "Who is the yellow one?!"

"Booyah!" grinned Shirou.

"Was it you?!" Growled Rainbow, but Shirou shook his head as he was revealed to be the green soldier on a airship. "THAN WHO WAS IT?!" yelled Rainbow.

(Across another room)

"I won, yay..." Fluttershy muttered as she killed yet another victim on the Halo game in her pc.

"We will need to dispose of those pest before they learn too much." remarked one of the dark figures.

The rest nodded.

Chapter 9

Spike and the other girls heard the bell ring and reluctantly got away from the computer game.

Yet that still didn't stop Rainbow Dash From glaring at the students She believed were the yellow player that killed her 20 times in a row! 'Next time, I'm gonna headshot every single of them!'

Unknown to her, Fluttershy saw her face and giggled amused as if knowing her thoughts.

"So what's the next class Twilight?" asked Spike.

"It's Art educations." Said Twilight with a grin on her face.

"Any of the girls with us?"

"Ooooh! I have that one as well~!" Sang Pinkie with a grin on her face.

"Same as me darlings." smiled Rarity walking over.

"A-Agreed." Said Fluttershy as well.

'Just great.' thought Twilight with sarcasm.

"Well, me and Rainbow are gonna go to our classes now." AJ said as she and a still grumbling Rainbow left. "Have fun you four."

"Same to you two."

The four of the group headed down the hall and found the art room.

"So who do you think the teacher is here?" Asked Spike curious.

"Well that depends, who do we know who is really artistic?" asked Rarity.

"Mmm...well..." Mumbled the shy pegasus.

"What was that?" asked Twilight.

"T-The teacher...is..." She answered while pointing to the open door to their next class.

They looked in with them going wide eyed, Twilight more so than the rest.

"C-Cadence?!" Gaped the young princess in disbelief.

Inside was a woman with a white apron with blue jeans under it with a white shirt and the same hairstyle as her sister-in-law.

"Hmmm? What did you say?" Asked the alicorn of love's counterpart curiously.

"I...I mean...Candy! Yeah, Uh, we were thinking of going out to get some." spoke Twilight with a chuckle.

"Well, I'm Claire de Amore Toshaka, and you must be the new students, right?" She asked curious.

"Uh, yeah. That's us." spoke Twilight trying to stay calm and cool.

"Great! You're just on time." she smiled. "Please take your seats."

With a nod, the girls, and boy, did as told. Soon the rest of class came and thus sat down and turned to the teacher.

"Well class, guess what we'll be working on today~!" Chuckled Ms. Claire happily.

"Um...pottery?" guessed one student.

"Nope, try again~!"

"Painting?"

"Yes!" She approved with a smile on her face. "Today we will learn how to capture art with the use of paint."

Twilight and Pinkie looked intrigued at that like many other students.

"Now, today since we have some new students, I want you to just take some paint and go ahead and make what you feel on the canvas."

"Alright, Ms. Claire!" The entire class chorused as one. Slowly they grabbed a brush while the class started painting while others thought over what they should paint.

"What are you guys gonna paint?" Pinkie asked curiously.

"Well she said what we feel." spoke Twilight.

"So we can go wild!" Grinned Spike as some girls blushed at him.

"I hear that!" grinned Pinkie before throwing various colors on the canvas.

"Oh my." Mumbled Rarity, yet she had a smile in her face. Unlike Pinkie she started to lightly brush on the canvas with Spike, Twilight, and Fluttershy doing the same.

'So far this has been easy peachy...but what should I paint about?' Spike thought to himself curiously. 'Maybe a gem? I mean they're simple, bright, and maybe Rarity would like it.' With a nod, Spike began to paint even faster while switching between colors at a fast rate.

'Wow, Spike seems into this.' thought Twilight. Then she remembered her mission and her face got all serious, 'I know what I must do!' She started taking some paint and started working on an image in her head.

Meanwhile, Pinkie was going wild as she kept painting what looked like something Picasso would do if he tried to paint a party room.

Spike himself kept going while working on painting a sapphire.

Finally, Rarity was painting a starling dress she got an idea from upon remembering the dresses she bought on this world.

Fluttershy smiled as her painting was about her own cottage. But then as she turned around to ask for more paint, she froze up as she saw her counterparts alongside her partner's' ones on the class as well! 'How did we not see them?' She thought in surprise as she looked at what they were doing right now.

Her counterpart was already working on an angry skull. That caused the poor shy girl to flinch...before noticing that the skull was heart-shaped. 'Well, I suppose that does look a little less scary.' She thought before looking at the others' counterparts.

Shirou was painting what looked like a sunset. 'Nicely done.' Fluttershy simply thought of Spike's counterpart.

She looked at Twilight's counterpart and saw her just painting random lines without paying attention. 'She's really different from the Twilight I know.' She thought with a sweatdrop.

She looked at Rachel and saw she was working on a pasteur. 'That looks nice.' She mentally admitted.

Then she looked at Pinkamena who was painting herself and what looked like Shirou. 'O-Oh my!' She thought with a blush on her face as she imagined herself and Spike like that. But she shook her head to focus on her own painting. Soon she finished her painting, which looked like her in her pegasus form and her friends riding a giant angel.

'Done!' thought Pinkie as she put her brush down while looking covered in paint herself.

"Time's up~!" Said the female teacher. "Let's all take a look at what you've all managed to make."

That caused most students to look nervous or expecting while others were relaxed.

She looked at Fluttershy and nodded. "Very nice, is this somewhere you've been to before?"

"Y-Yes, it's my home." She shyly answered.

"Well it looks beautiful."

"T-Thanks a lot." Mumbled the shy girl.

The teacher walked over to Spike next. "Oh my! What a nicely painted sapphire!" Congratulated Claire with a nod.

"Thanks, I figured to go with something beautiful and tasty." He admitted while rubbing the back of his head.

"Tasty?" she looked at him confused.

"A-Ah...tasty for the eyes, of course!" He quickly said nervous.

"Oh! Well I completely agree."

Spike sighed in relief, glad to be able to trick his teacher and avoid being found out.

She walked over and tapped her chin. "And what's this Twilight?"

"Erm...a-a mysterious man?" She quickly said, hoping to hide her intent to look for Danger Beast for the moment. "It's just something I thought of at the top of my head."

"I see...nice job with the figure!" The teacher said while thinking, 'That looks just like...could it be?'

'Please don't let her notice, please don't let her notice!' Inwardly thought the now nervous princess in hiding.

Claire moved over next to Shirou. "Ah~! As good as always, Shi-chan~!" Sang Claire happily while hugging the now embarrassed teenager.

"T-T-Thanks." he blushed.

"You're welcome~!" she sang while moving over to Pinkamena. "Well...it's quite cute~!"

"Thank you." spoke Pinkamena with a nod.

Then Claire went over Toshaka's painting and whistled in surprise at the painting before her. "Impressive Toshaka, your painting can be interpreted as several things."

"Y-yes..."

Then the teacher moved over to Fluttershy's counterpart. "Awwww~! How adorable~!"

"Thanks." Answered the now blushing girl. 'Don't blush, dammit don't blush!' Thought Farron in vain because she knows how Claire was always like this.

Then Claire walked over to Rarity. "Oh my~! How magnifique~!"

"Why thank you." smiled Rarity tossing her hair back.

"I've seen better." Deadpanned Rachel, making Rarity's grin twitch.

Claire walked over and tilted her head at Pinkie's painting. "Ummm...it's...interesting? Expressive?" She barely managed to say.

"Thanks! I managed to use up all the paint I had and walla!" Pinkie answered happily.

"Well I'm glad to see my class this year is full of bright individuals with vast minds." Said the teacher with a warm smile on her face.

All of them cheered out hearing that.

Twilight smiled, but then thought. 'I wonder if she's married to this world's Shining Armor.'

That's when they heard the bell rang.

*RING RING!*

"Alright class, good job, same time tomorrow."

With that said, most students quickly left the room. Except for Twilight and the others.

"Twilight, what are you gonna ask Ms. Claire?" Asked a curious Spike.

"To see if she knows about you know who."

Spike and the other girls nodded, hoping that it would help them locate their target.

"Um, excuse me."

That made the teacher look to her new student Twilight, whom looked quite familiar. "Yes? Did you need something?" Asked curiously Ms. Claire.

"Well I was just curious if you knew anything about a man."

"What man?"

"Mr. Beastly."

THAT caused her froze up as she thought, 'Just like I feared.'

"We were wondering if you could tell us more about him." Twilight pressed on, hoping for any more clues about him. "We know he's been buying land up around here, but we wanna learn more."

"...About what exactly?"

"Who he is, and if there's any personal info you know."

"Well...officially I don't know much besides what it's already public knowledge..." She began, making Twilight flinch. "However...I may know someone who can help you with that information."

"Really? Who is it?"

"My newlywed husband, Stanley "Armor" Sakuraba~!" She sang happily.

They went wide eyed hearing that. 'Shining Armor!'

With that said, she took her cellphone in order to call her husband, but frowned upon seeing it off. "Never mind, I have to recharge this first." she got up. "Plus you all need to head to your next class."

The group nodded, getting out and not noticing the curious looks of their counterparts.

As the friends left they failed to see black figures watching them.

(Later outside the school pool)

'Thank god we got swimsuits, even though none of us wore clothes before.' thought Spike. Right now, Spike wore a pair of purple shorts, showing his young upper body and making some girls blush at his cuteness.

Twilight herself wore a purple school swimsuit with her blushing since she felt embarrassed, ironic since she was use to walking around without clothes. Luckily for her, it was a one piece one so she didn't brought much attention from others.

Rarity on the hand wore a string purple bikini that showed off her slim body. That made a lot of guys and girls stare at her in either lust or envy.

Fluttershy was in a green school swimsuit with her arms crossed and with a massive blush. It didn't help the fact that her figure brought even more attention than Rarity. 'W-W-W-Why can't they look away?' The poor girl though with a blush on her face.

Pinkie wore a string blue bikini and didn't seem to mind the attention. Yet she didn't pay any attention to that and instead looked around exited. "Wow! This pool looks bigger than the ones we have back home.

"Tell me about it!" Grinned Rainbow as she was wearing a navy blue sports bra and sport shorts combo.

"Not bad." remarked Applejack keeping an orange shirt on with a white bikini bottom on.

"Well then class, I hope you're ready!" Shouted an excited voice, as everyone turned to see a young man with curly orange hair with yellow tints, a big curly mustache, orange eyes, and pale skin wearing only a speedo. "Because today we're gonna get wet and ready to swim!"

"Steven Magnet?!" Gasped Rarity as she and the others remembered the sea serpent.

"No no my dear. My name is Steve Pierre, or Mr. Pierre here at school."

"Oh...excuse me." Mumbled the now embarrassed Fashionista.

"Now everyone, I want you all to get in the pool and let me see how well you do by doing a few strokes from one end to the other." Commanded Steve cheerfully.

All the students complied and slowly got into the water.

"Brrrrr...it's a little cold..." Fluttershy said while shivering.

"Feels good to me." smiled Pinkie doing a backstroke.

"Agreed." Spike said happily.

"Not bad." admitted Twilight walking around a little bit.

"I have to say, some sights are quite interesting." Admitted Rarity.

"Like what?" asked Applejack.

"Oh, not much~!" She giggled while inwardly glancing at Spike, who was playing in the water. 'Hard to believe I had a hard time seeing just how much of a great guy he was.'

(Flashback)

Now we could see Rarity in her unicorn form sighing solemnly while working on a dress. "It's not enough. No matter what I do the stitching is off and I don't have nearly enough gems to finish it."

With a sigh, the unicorn stopped her work and thought. 'I need help.'

That's when a knock came at the door.

"Yes, who is it?" Called out the fashionista.

"Spike!"

"Ah yes! Come in Darling!"

He entered and walked over. "Hey Rarity, is that your newest dress?"

"If you could call it as such, then yes, it is." she sighed. "I can't even look at it."

"But why?"

"Look at it! It's completely dreadful!" She cried out dramatically.

He walked over and looked it over. "Seems good to me."

'Oh Spike, how naive you are.' she sighed. "It's the stitching, and the lack of gems I need. Without them it's not perfect. Not to mention I'll need to start all over."

"I understand the stitches and lack of gems, but why start over?" Questioned the dragón.

"Because once you get this far on a dress, do you know how long it would take to undo all the stitches after the one I missed?"

"Well, don't you think that there might be somepony out there interested in a dress like this?"

"Who would want a dress like this?" All but yelled the skeptical mare.

That's when Derpy entered the shop. "Hello! Is anybody there?"

"Now's not a good time Derpy." spoke Spike.

"Awwwww." Her sad look made the dragon feel bad for her. "But I was hoping to find a new dress?"

"Sorry for saying it like that." Spike apologized. "Wait, actually...there might be a dress here you might like."

That got a curious look from the pegasus and a shocked one from the unicorn.

Spike walked over and held the dress up. "How's this?"

"S-Spike, please don't-!"

"I love it!" smiled Derpy. "It's just what I was looking for."

"W-WHAT?!" Gaped Rarity in disbelieve as Spike cheered.

"How much you want for it?" Derpy asked excited.

"Wait, you're serious?" Rarity asked again surprised and hopeful.

"Yeah! It's just my size." Derpy said.

"W-Well, I'd say it's about...five bits?"

"Deal!" And so, a happy Derpy left with her new dress.

"See Rarity? Even if it's not what you planned, sometimes a minor mistake can be overlooked and still be seen as a great dress." Spike said proudly, not aware of how he looked to the female in front of him.

'Wow, I never thought of it like that.' She admitted to herself. "Spike, I think you just gave me something to keep in mind."

"Hmmm? What do you mean?"

"I always try to make my dresses as perfect. And I always try to keep from a single slip up from happening." She started as Spike looked at her curious. "But maybe I should tone down and not get out of shape out a few minor mistakes."

"That's good."

"Thanks Spikey-wikey." she smiled while hugging him.

"Y-you're welcome." He mumbled with a blush on her face. 'I never get tired of that.' Spike mentally admitted happily.

She pulled away before kissing him on the forehead.

That caused the dragon to almost faint. 'Wow! A kiss too? I hope this isn't a dream.' He mentally begged.

Rarity pulled away while Spike smiled goofily while stumbling back.

"Oh my, are you alright Spikey-wikey?"

"Y-Yeah." he nodded. "Feeling just fine."

"Are you sure? You look quite nervous darling." 'Which I have to admit seems a little cute.' She thought before shaking her head with a blush. "Spike, tell me, what's your honest opinion on my dresses. Do they seem perfect? Or are there faults you notice?"

"For me anything you do can be perfect!" He admitted. "And besides, I once read that imperfections themselves can even be seen as perfect."

"Is that so?" she blinked. "I never thought of it like that."

"Glad to help then!" he smiled with a thumbs up.

(Flashback end)

'Who knew he was full of so much wisdom? Truly shows he's older than he looks.' She admitted to herself in her mind.

"Hey Fluttershy, come on in." he spoke looking at the girl who didn't bother to get in the water.

"W-Well...I..." She began nervously.

"Yeah Fluttershy, it won't bite." smirked Rainbow. Following that, a pair of hands grabbed Rainbow and dragged her under the water! "Woah!"

"Rainbow Dash!" Cried out all the equestrians before Pinkie emerged grinning...with Rainbow's underwear held by her teeth!

"Pinkie!" blushed Rainbow. "Give that back!"

"Nnope~!" She simply answered before swimming away followed by a panicking Rainbow.

The others blushed while trying to keep from looking in the water.

"Somehow I'm not surprised anymore." Deadpanned Twilight.

"Catch Spike!" called Pinkie before tossing it to the boy.

"W-What?!" he spoke before catching the piece of underwear. "Oh crap baskets."

"Spike give it back!" Roared Dash as, somehow against all logic, her hair became a multi colored fire!

Spike paled and tossed the piece up into the air.

Rainbow jumped and caught it...unknowingly exposing herself.

This of course gave everyone a clear view, making them blush with some, including Steven looking away just as she came down and right on top of Spike.

"AGH!"

"OW!"

Both went under the water while the girls looked on with concern.

"Are they alright?!" Asked a very worried Twilight.

Under the water Spike and Rainbow looked at each other while her chest was in his line of sight.

'H-Hot.' The boy thought with a blush on his face.

She blushed before they both remembered they were still under the water. 'Oh crap baskets!' Rainbow thought.

Both swam up and gasped while taking in air.

*GASP!*

*GASP!*

"Rainbow Dash! Put your top back on!" Steven yelled, making the embarrassed girl do as told while her friends covered her from sight.

She got her top on while glaring at any guys who tried staring with perverted smiles. That caused them to look away nervously.

"S-Sorry." whispered Spike.

"D-Don't worry, it's fine." She quickly answered. 'Man, at least this isn't the first time we got into an awkward position.'

(Flashback)

Rainbow stretched while looking out across the sky. "What a beautiful day outside! Birds are singing, flowers are blooming...on days like this, ponies like me should..." She said before smirking. "Be flying in heaven!"

Her wings spread before stepping back and zipped off the cloud. "YAHOOHOHO~!" She laughed as she flew around at her usual speed. 'Let's see if I can break my usual morning record.' She thought.

But as she started to do flips and hoops, she failed to notice a chariot being pulled by pegasi guards coming up.

"LOOK OUT!"

*CRASH!*

"BUUUUUUUUUUUUCK!"

The result was the chariot crashing down with Rainbow falling in it with the guards getting knocked unconscious.

'OH COME ON! WHY MUST THIS HAPPEN TO ME?!'

"Ow..." groaned a voice under her.

"Eh? Who's there?!" She screamed looking around.

"Down here."

Rainbow looked down, and saw Spike under her bottom. She blushed and jumped away. "S-S-Spike!? What were you doing under there!"

"You crashed into me." He deadpanned.

"Well what were you doing in this chariot anyway?" Rainbow asked curious.

"I was on my way to the Crystal Empire, but instead I get the sight of your flank." He deadpanned, unaware or uncaring of the innuendo he just said.

She blushed and looked away. "Oops, I kinda went a little fast this morning, my bad."

"It's alright." He sighed before getting up.

"Um, can we just forget that happened?" She asked embarrassed.

"Sure." he nodded with a light tinge to his own cheeks.

(Flashback End)

"Alright all of you, lets see how many laps you can get done before the bell rings." called the gym teacher.

"YES TEACHER!" Yelled the entire class.

"Yo Rainbow, betcha I can beat you without breaking a sweat." challenged Applejack.

"Oh yeah?" Scowled the mentioned back. "You're on!"

And so both competitive girls began the race against each other.

"Maybe we should go at our own leisure." spoke Twilight as the others started their laps.

"I hope they don't go too far like last time." Deadpanned Rarity.

The others nodded while trying to keep going in the water.

"Hey guys, look who's there!" Pinkie said pointing out at their counterparts!

Shirou was wearing the same thing as Spike, Toshaka had on a purple two piece, Pinkamena with a pink one piece, Farron in a green two piece, Ray in a blue one piece, Rachel in a white one piece, and finally Ashley in a gray two piece.

"Should we speak to them?" Spike asked curious.

"Let's leave them alone this time." spoke Twilight.

"Too late for that..." Mumbled Fluttershy as both Rainbow and AJ sped through their location, making water fall on them!

"Hey! Watch it!" called Ray.

"Sorry about that!" Twilight apologized.

And so after enough time the coach blew his whistle with everyone panting. "Nice job kiddos!" He congratulated. "Feel that burning feeling in your bodies? That shows their pumped up and ready to get stronger!"

"Yeah...burning up alright..." Mumbled out weakly Rarity.

"Oh come on it wasn't that bad." smiled Pinkie.

"Yeah, it was great!" Spike said happy. 'Even though my body feels like it's burning.' He added mentally.

"Alright kids, relax and then get ready to get changed back before the bell rings." Steven advised. He walked away while they went ahead and listened.

'Maybe I should try to ask him about Danger Beast when I have the chance.' Twilight thought to herself.

Pinkie got an idea and ducked under the water.

"Wait...where's Pinkie?" Asked Rainbow cautiously, hoping that the pink haired female didn't do a repeat of last time.

"Oh no." spoke Applejack before Spike was pulled under.

"SPIKE!" Most of the girls screamed.

He came back up with wide eyes. "Pinkie!"

"Spike! Are you alright?" Rainbow asked as she went near him and shook him up.

"I found another prize!" spoke Pinkie popping up with his trunks in her hand.

"T-THAT'S-!" Cried out the now embarrassed Spike once freed from Rainbow's grip.

"Fluttershy catch!" Pinkie threw his trunks at the shy girl.

"E-EEEEEEK!" She cried out in response when said trunks ended on her head!

"PINKIE!" the rest cried out.

"What?"

"KNOCK IT OFF!" All the girls yelled at once except for the blushing Fluttershy.

"Oh come on, I've done this teasing ever since Spike here said it was a great way to make people smile." Pinkie admitted happily.

"Wait, what?" Applejack blink. "How in the hay did that work out?"

"Look around, silly~!" she gestured to the other students who snickered while Spike blushed and tried staying in the water with his groin covered.

Still though, some of the females glanced at him with a blush upon staring at the shadow of his lower body in the water, as if seeing something surprising yet pleasant.

"In fact I remember it like it was just yesterday..."

(Flashback)

Spike was heading to sugarcube corner. "Well, let's see if the order is ready."

He entered the shop and rang the bell.

"Coming~!" Announced Pinkie as she came in. "Hi Spike, what can I getcha?"

"Hi Pinkie, I came in for the order Twilight sent."

"Oh! Gotcha, I'll be right back." With that said, the pink pony happily jumped back to the kitchen.

While Spike waited another pony walked in. This earth pony had brown mane in a punk haircut, beige body, red eyes, and a brick for a cutie mark. "Hey! I'm here for my order." The pony yelled annoyed.

"Just a minute!" Pinkie said from the other side.

"Hurry it up! I paid good money for that order and I'm not gonna stick around all day!" Yelled the pony, making Spike be reminded of Blueblood in one of his bad moods like in the Gala.

"Um, sir? Just relax, Pinkie'll get yours when she gets mine." The dragon told the pony gently.

"Don't tell me what do to pipsqueak!" he scowled.

"Hey! I don't call you names!" Scowled back Spike. "At least I'm trying to be polite, what's your excuse?" Spike shouted back.

"I'm on a schedule so if you got somethin to say then say it!" Snapped the pony angrily.

"ENOUGH!" A female voice shouted darkly.

Both jumped and turned their heads. There they froze up when seeing a frowning Pinkie with her mane gone flat and darker while carrying their orders.

"Now, is this your order?" She asked while showing the order to the rude pony.

"Um, t-t-thanks." he spoke taking it and put the bits on the counter before running out of there.

And so Spike was left alone with a serious Pinkie...again.

"Um, Pinkie?"

"Yes?"

"Maybe you should take some deep breaths." Suggested nervously the dragon.

Pinkie sighed before slowly taking deep breaths. Soon she returned back to her normal self.

"Why'd you let that guy get to you?"

"It's just that his attitude reminded me of...some uncomfortable experiences I had..." she sighed. "I just snapped and got really mad."

"I understand." he nodded. "Maybe next time you get someone like that, tease them."

"How so?" Asked curiously the pink pony.

"Well...not so much you'd push them away, but just enough to get a chuckle out of them." He explained.

"Hmmm, you sure?"

"Yes." he nodded. "Just wait till someone else comes in, then try it."

"Okie Dokie Lokie~!"

That's when Derpy walked in. "Hello you two~!" Sang the pegasus happily.

"Hi Derpy, what can I getcha?" asked Pinkie.

"A dozen of chocolate chip Muffins please! They're for my daughter and her friends."

"Coming right up." Pinkie said once again cheerfully. before eyeing Spike and got an idea. "Hey Derpy."

"Yes?"

"Have you ever used that one eyes of yours to give a few stallions a nice LONG stare?"

"Eh? What do you mean?"

"You know, ever used it to take a little peak in between their legs?"

"Eh?" THEN it hit the pegasus! "PINKIE!"

Pinkie laughed while Derpy and Spike blushed.

"I didn't mean to go that far." Admitted hollowly the dragon.

"Oh? Then what would you have said?"

"How she can be sure where she was going." he shrugged.

"Oh yeah! Why didn't I think of that one?" she hoofpalmed while walking back to get the order.

"Um...what just happened?" asked Derpy rubbing her head.

"Nothing important, just trying to teach Pinkie a prank." Quickly answered Spike.

"That was meant as a prank?"

"Yes." he nodded. 'A very weak one, but yeah.'

"I see." she replied, still confused.

"Anyway, let's forget about that!" he spoke up shaking his head. "So what is the event Dinky and her friends are going to attend?"

"A cake and pie sale." She simply answered.

"Here's the orders." called Pinkie coming in with two trays with Spike and Derpy's treats on them.

"Thanks Pinkie!" Both dragon and pegasus said at the same time.

"No problem, but Derpy, don't go eating all those up on the way."

"I won't~!" She sang before getting out.

"Man, I failed at teasing." she sighed.

"Don't worry, not everyone gets it right at the first time." Reassured Spike. "Hmmm, try using it on me. Go ahead and tease me on something, but just remember not to do it too much or on something sensitive."

"Hmmm...lemme think..." Then a lightbulb went off above her head. "I got it!"

"Alright, let's hear it."

"So do you enjoy the sight downstairs?" She teased while turning around.

Spike's eyes widened before turning away. "Pinkie!"

"What? Thought you'd like the view~!" She teased with a laugh.

"Alright alright! You can stop that." He cried out embarrassed.

"Sorry, but I do admit, that was fun!" She apologized while smiling.

"Just try to work on teasing and you'll get it in no time." Spike said.

"Thanks Spike!"

(Flashback End)

"And that's how Spike taunt me the right way to tease people." Pinkie finished.

"How very...interesting." remarked Rarity.

"Yeah...but did ya had to tease Spike like that?" Deadpanned AJ.

"Well what else was I supposed to do? Makeout with him right there?" That made everyone blush as she then said, "But then again, I should have taken the chance."

Spike blushed even redder while Rarity splashed water at Pinkie.

"Sorry, it seems I splashed by mistake." She said with a fake apologetic look.

Pinkie frowned before hearing the bell go. "You're lucky the round is over."

All of them gout out before going to the respective locker rooms to go dry and get into their regular clothes.

(Out of School)

"For a first day, I think it went well." spoke Twilight.

"Yeah. I wouldn't mind doing this again." Admitted Rainbow while stretching her arms.

"Well...it did remind me of school..." remarked Fluttershy looking down at the ground.

"Same here." Said Rarity.

"Although it's far more full of so many others. It makes the school look so tiny in comparison." Acknowledged Spike.

"Yeah, but I think I'm getting the hang of these." spoke Rainbow looking at her hands.

"Same here." AJ said while stretching up.

"Sure are easy to grab onto things." Pinkie said.

"But we still don't know enough about Danger Beast." spoke Twilight with a frown. "Or as he's called here, Mr. Beastley."

"Hey you guys!" Called a voice as the equestrian group turned to see their counterparts, with Toshaka being the one who called them.

"We wanna talk to you." Shirou stated curiously.

"About what?" asked Rainbow.

"About why you look like us." Stated Rachel seriously.

"W-W-What do you mean?" asked Fluttershy nervously.

"No offense, but while looking like us isn't so weird, it's how much information you want on that damn Beastley that is strange!" Scowled Farron.

"Hey! What's it to you what we ask?" frowned Rainbow.

"It's just that some people that have tried to search anything about him...have ended up missing." Admitted Ray nervously.

"Missing?" spoke Twilight intrigued.

"Gone, vanished, adieu, adios, like that." Deadpanned Pinkamena.

"So it's really a pointless attempt." Finished Alice.

"Look, it's something we have to do. So if you're tryin' to stop us, it ain't gonna work." spoke Applejack.

"And what it is so important you may risk your lives for it?" Shirou asked.

"Let's just say it involves our old home." spoke Spike.

"How so?" Toshaka asked curiously.

Before they could continue they saw several dark clothing figures jump out from an alley and surround the group with dozens of themselves.

"WHAT THE-?!" Gasped Spike.

"Get 'em!" Shouted the leader before dropping some smoke bombs!

The smoke covered all twelve of them while they coughed and were utterly confused.

"WHAT'S GOING ON?!"

"SHIT!"

"STOP IT, YOU DAMN RUFFIAN!"

"E-RANKED LUCK!"

"OH COME ON!"

"N-NOT THERE!"

"EEEEEEEEEK!"

"MOMMY!"

The sounds of screams and them trying to fight was heard before the smoke slowly started to drift away.

"OK, is anybody alright?!" Twilight asked loudly in worry, coughing as the smoke cleared up.

"Yeah I'm good." spoke Rainbow.

"Same here." AJ declared.

But when they looked around they saw several people gone.

"Spike!" Screamed Twilight in shock.

"Pinkie, Fluttershy and Rarity are gone too!" cried Applejack.

"Not only them, but also Ray, Alice and Toshaka!" Screamed Shirou.

"Who were those guys anyway?" growled Rainbow.

"Goons of Beastley's." Scowled darkly Farron. "I know because I've seen people dressed like that before."

"Wait, you mean they were taken away to who knows where?" asked Twilight in fear.

"I know where they may be." Farron said.

"Where?" Asked Rainbow.

"In the abandoned streets near my home."

"Then we'll go there and get them back." Declared Shirou seriously.

"I agree." spoke Twilight.