Waking up in Equestria

by saltybedspackle

Rating: mature
Tags: Scootaloo, Adventure, Sex, Main 6, My Little Pony: Friendship is Magic, Human, Romance, Original Character, Cutie Mark Crusaders
Length: 90333

Mason, a teenage boy, wakes up in Equestria.

Mason is a typical teenage boy. Awkward, shy and not getting along well in his senior year of high school. After PE, he sees a strange glow coming from the equipment shed next to the field and investigates. This is the last thing he remembers in the human world. Before long, he's immersed in a world of ponies and in love with a special orange one.

Thank you so much Xormak for the incredible artwork!!

Check out his Deviant page! http://xormak.deviantart.com/

WARNING: Contains Foalcon.

Published 2014-12-02 18:20:06 UTC
Last updated 2015-01-15 16:55:11 UTC

Chapter 2

Twilight Sparkle was a mess. Her mane was in tatters and her eyes were bulging out of their sockets as she paced around the library in her home. All around were messy piles of books and scrolls, thrown to the wayside as she eliminated them from having a solution to her problem. The only book sill in it's original place was the one on her reading pedestal that she had found on her last trip to the castle in Canterlot.

She had been exploring a dark corner of the library. Climbing the tallest ladder to inspect the top shelf of a very dusty rack, she had found this strange book misplaced and forgotten for some time judging by the amount of dust on it. With the smell of candle soot from uncounted years in her nose and the dry crackle of old paper in her ears, she had opened the book standing on the top of the ladder. It contained powerful spells that she had never seen before and she became instantly fascinated. Always the honest pony, she had descended the ladder with the book hovering above her glowing horn and sought out Princess Celestia to ask about it, but she was no where to be found. "Oh well" she said at the time, "I'll just take this home for some light reading and bring it back, Celestia will never notice."

Now, she wished she had never seen it.

"SPIIIIIIIIIKKEE!!" she cried out, hoping that the baby dragon hadn't ran off during her frantic book throwing. Owlicious had flown out the window the moment she began. "Spike!!! Where are you!!" She yelled again. Her voice cracking from the strain.

"Here, Twilight" Spike said in a muffled voice, his tail just barely visible underneath a pile of books near the stairs.

Twilight used her magic to lift Spike out of the pile. "Oh Spike, I think I REALLY screwed up this time" she whined to the floating green dragon. Spike, having seen his matronly friend cause incredible havoc on more than one occasion was nonplussed, floating with his arms crossed and a completely board expression on his face.

"What did you do this time, Twilight?" He sighed to her.

"Spike.. I lost control of the portal on Equestria's side!" she cried. "I don't know where the human went!"

"Wait.. HUMAN??! You really used that spell from that book?" Spike cried. He had heard Twilight rambling on about some magic spell that could open the portal between their Equestria and the human world but since Twilight was always rambling on about spells, he had paid little attention. "You don't know who or what could come to Ponyville!" Spike admonished the disheveled dark purple unicorn.

"Ugghh Spike! Don't you think I know that! I read that the portal's magic only works twice a year when the sun and moon are in sync. If I didn't try the spell today, I would have to wait until next winter wrap up! I absolutely HAD to see if I could do it!! I was just going to open the portal for a moment.. just... just to make sure nothing bad would happen... but when I saw the human walking toward the portal on the other side... I kinda... I kinda..." She trailed off, looking down at her hooves.

"You what Twilight?" Spike prodded, still dangling from her magic.

"I kinda freaked out and pushed the portal away instead of closing it! The last thing I saw was a human stepping through!"

Spike regarded Twilight with a look of familiar resignation before saying "So you brought a human to Equestria and you have no idea where it is now?" Spike could feel the start of a fire-belly ache coming on already. Somehow he just KNEW he would have lots of work to do before this was sorted out.

" We HAVE to find it, Spike! The book says that a human in our world will be so over come by the magic of Equestria that it will eventually die from happiness!"
___________________________________________

"Are there clouds there? Are there humans who make sure the clouds come and go when they are supposed to? My friend Rainbow Dash is THE BEST at moving clouds! This one time..."

Scootaloo wasn't even waiting for an answer anymore as she eagerly chatted with me while I sat cross legged a couple feet in front of her . She had stayed behind while the other two, Apple Bloom and Sweetie Belle, ran off to see Sweetie Belle's sister, Rarity. By their accounts, she was able to fashion me something to wear as I had woken up in this tree house with no clothes.

We had been talking for a long time now, me answering all kinds of questions about the human world and even asking questions of my own about hers. I quickly learned that yes, they are ponies and this was a place called Equestria and I was in the town of Ponyville. There were ponies that could fly, do magic and all ponies were good at something. Once they find that something they earn their cutie marks, a mark that appears on their flank. She had told me about her friends and of a few other ponies that were older than they were. When I asked her how old she was, she only shrugged and said "Older than Sweetie Belle."

A part of my mind knew I should be freaking out. I wake up in some strange tree house with winged, horned and talking ponies out of the blue, no idea where I am and no clue how I got here....alarm bells should be going off big time in my head! Before this moment anything causing me to break out of my routine of waking up, going to school, coming home, eating dinner and logging into my PC would cause me anxiety.

I was never comfortable talking to people I didn't know, and it usually put people off wanting to talk to me pretty quickly. Being a scrawny boy with shaggy curly black hair that had a mind of it's own topping a face with wide set blue eyes and only about five foot six, I was easy to overlook... and frequently was.

But since the initial moment of fear that caused me to bolt upright, I had only felt more and more relaxed and alright with the situation. It was if the very air around me was a calming influence, seeping into my pores and putting me at ease with an intoxicating effect. Wherever I was, it was bright, clean and colorful, more colorful than home.

If it was possible, I would have thought that someone had adjusted the color settings on my eyes much the way you can on a TV or computer monitor. Even the wood of the tree house I was in seemed somehow more... woody. In general, everything I looked at seemed to fill me with a sense of life, energy and good will. I was overcome with the feeling that nothing bad can happen to me here.

For the first time in my life, I wasn't feeling the depression and loneliness I experienced every day. The appearance of the talking ponies seemed to intensify this feeling... in fact they were down right addicting to look at. They had huge expressive eyes, soft fur-like hair with styled manes and tails. The more I looked, the more I wanted to keep looking just to see what they would do next.

Eventually, I realized that I was also enjoying Scootaloo and how just being with her was making me feel. I found myself yearning to embrace this soft vibrating ball of energy and happiness and hold it close, to feel it against my skin. I hadn't been here for more than what felt like an hour, but I was already willing to open myself up to this place and loved everything.

I was completely intoxicated with being happy, content and at ease. My mind wandered as I imagined the feel and scent of her, what her short mane would feel like in my fingers and how nice it would be to hold another living thing, magical talking pony or not, against my body.

"... and then BOOOM! a HUUUUGEEE rainbow... appeared... in..." Scootaloo ground to a halt, her words becoming unsure as her eyes moved down from my face to my crotch. In my swimming daydreams thinking about holding another warm body against mine... I had grown an erection. I'm not a huge guy... but it's noticeable. Rising from a thatch of dark hair at the center of my body in my lap.

"Woah..." Scootaloo finally said, her eyes wide as she looked at my stiff member. "They get like that in your world too?" she asked and then said in a quieter voice "I've only ever seen stallions like that in a book they gave us during mating class. Why are you wanting to rut?" she looked back up at me confused.

My brain finally kicked in and registered what was happening. My hands flew to cover my straining erection from the orange pony's gaze. "No! I mean.. It just happens when..." I stammered.

Scootaloo gave a strange look at me. "I've never had a pony want to rut with me before.. I never thought anypony would rut with me 'cause.. you know.." she drooped her head a bit and looked back at her small wings briefly. I recognized that posture even through the haze in my mind. She was self conscious of her wings, I thought. I look at myself in the mirror the same way every day.

Overwhelmed by the good nature of this place or not, clearly this had developed into a universally embarrassing situation. The fact that I was having this conversation with Scootaloo right now was enough to dampen the fuzzy feeling that had permeated my mind.

"I'm.. I'm sorry." I said. "I don't know what's happening right now. Please don't think..." trailing off as I realized I had no clue what to say. The small orange pony's eyes turned back to mine with a sad look.

"Don't think what?" she said. "That you wanted to rut with me?... I knew it. Nopony.. not even somepony like you who just got here thinks I'm normal." her face went down to the floor, her ears and tail drooping down.

She looked so sad... knowing I had no business doing what I was about to do but unable to stop myself, I did what my heart told me to do without thinking of the consequences. Sliding forward, I reached out with my hand and gave a gentle and caring stroke of her mane between the ears on her head. Her purple mane was soft and short easily passing my fingers through it without a snag, as if it was well conditioned and brushed regularly.

The pony started a bit at my touch, but quickly relaxed and leaned her head into my palm, accepting my affection. She allowed me to stroke her a few moments before bringing her head up to meet my gaze. We were face to face now, her muzzle a few inches from my own nose. I could smell the scent of something that could have been shampoo in her world, along with the feel of her breath on my face as she exhaled. It smelled of apples and cinnamon. Being this close to her, I could almost feel the aura of her life force interacting with mine.

We looked into each others eyes and the feeling of intoxication flowed over me again. I had a moment to think about how alien this is, to be gazing into this non-human creature's eyes with affection.. now bordering on some kind of drunken love. But there was something else.. a connection between us that I could feel growing with a life of its own.

We stayed that way, our eyes searching each other's for something before a noise outside the tree house brought us both to our senses. She jumped back away from me as I retracted my hand, both of us looking towards the door of the tree house. The excited sound of hooves on wood became louder as whoever was coming ran up the steps I had briefly seen out the front door earlier. Along with the sound came voices.

"Scootaloo! Mason!" the voice I recognized belonging to Apple Bloom called out. "We're here!" And so they were. The door burst open to reveal Apple Bloom and Sweetie Belle both panting from their run. On Sweetie Belle's flank was a satchel strapped to her with strips of fabric hanging out. They were brightly colored from what I could see.

"Rarity wasn't home," Sweetie Belle panted lightly. "So we kinda..."

"We made it ourselves!" Apple Bloom finished for her, bursting with pride.

"Hey.. great!" I said, trying to forget what just happened. My mind was cloudy with emotion about Scootaloo as I tried to focus on the two ponies that had returned. "Lets see."

Sweetie Belle moved towards me, turning slightly so I could open the small satchel on her flank. I pulled out what seemed to be a haphazard jumble of cloth. It was made up of randomly sewn shapes of fabric in all sorts of colors. Blues, reds, yellows.. and they all seemed to be at war with each other as I struggled to make sense of how to don this garment they brought me. After some time, I figured out where the crude arm and leg holes were.

It turned out to be a misshapen jumper suit of sorts with rope ties down the front to close it across my chest. Thankfully, I finally tucked my junk out of sight and the two ponies who brought me the clothes looked at me with anticipation as I surveyed their work. It didn't quite fit well... It was loose in some spots, tight in others and one leg was much shorter than the other. But I was glad to finally be decent.. albeit a walking fashion disaster.

"I told ya it would fit!" Apple Bloom said to Sweetie Belle, giving a jump of happiness and clapping the white unicorn pony on the back. " Whaddya think, Scootaloo?" Apple Bloom turned to the orange pony.

"Um.. yeah!.. Great!" Scootaloo tried to sound like she wasn't preoccupied. She was close... but not close enough.

"Ya'll alright, Scoots? You look like ya been flyin 'round with Rainbow Dash or sumthin with that funny look on yer face" Apple Bloom said as she inspected her friend.

Scootaloo redoubled her efforts. "Naw! I'm great! What are we gonna do now?"

Sweetie Belle piped up "Well Rainbow Dash will be here any minute, we saw her on the way back from my house and told her about Mason!"

"Awe-SOME!!" Scootaloo cheered up immensely at this news. "RD will know what to do!"

My head was filled with their voices and nearness like a pleasant buzzing between my ears. Since the other two ponies came back, the feeling of happiness began to increase again, pushing rational thought out of the way steadily. They were all so.. so... cute. I wanted to scoop them all up and hug them tight but barely resisted as a part of me still recognized something was a bit off.

I remember Scootaloo telling me about Rainbow Dash earlier, and if Scootaloo was happy about it.. then I guess I was too. I felt my mind slipping away as normal things seemed a needless bother. There was so much wonder around me... I was growing warm in the small tree house and nothing sounded more fine than a walk outside right then and there. I couldn't help but grin broadly as I slid past the three ponies and moved toward the open door and the bright sunshine beyond. This time, I made it outside and onto the tiny landing outside the door before the three of them were behind me.

"Where ya goin, Mason?" Apple Bloom asked.

"We should wait here for Rainbow Dash." added Scootaloo.

"Yeah!" Sweetie Belle finished.

"I just... I just want to feel the sun" I heard myself say in a daze. The warm sunlight had almost a palatable taste to it as it rained onto my face and neck. Outside of the barrier of the walls inside, the breeze flowed freely through my hair and over my skin. It felt like water to me, supporting me and lifting the weight of my body so that I felt lighter than air.

My legs and feet moved on their own as I watched myself vault from the deck and down to the ground, a jump that I would never attempt otherwise. It must have been about ten feet or more and I felt myself land awkwardly, a distant pain shooting up from my right ankle but I no longer cared. The entire universe was a pleasant wonder and I felt at one with it all. Even pain was of no consequence to my desire to drink up the wonderfulness of the world I found myself in.

I began to run, but only made it a single step before my leg gave out and I laughed in mad joy as I crashed to the ground. I began trying to crawl towards a flower I saw nearby. It's bright yellow petals singing to me and drawing me towards it like a siren. I became vaguely aware of Scootaloo next to me, tugging on my new clothes with her muzzle trying to get me to sit still.

A thought filtered through my hazy mind that she was doing this because she was concerned about me. My heart swelled with love and I couldn't stop myself from turning to the orange pony and collecting her in my arms, clutching her to my chest and showering her with kisses all over her muzzle while she struggled.

All of it.. the sunlight, the breeze, the feel of the pony in my arms, the grass under me and the trees around me... they all flowed into my mind like a cacophony of sensations. I looked at Scootaloo briefly before closing my eyes and pressing my lips directly against hers. I heard a squeal from the other two somewhere next to me but I no longer cared. I was in pure bliss.

A sudden strong wind blew from behind me and I felt the ground tremble just before a new voice rang out "What in all of Equestria is going on here?!!" I broke my kiss from Scootaloo to turn towards this new voice, wanting to drink in whatever angelic source was adding to my rapture. A sky blue pony was towering above me as I half sat, half lay on the ground still clinging to Scootaloo. It was taller and broader than the others, with large wings and a multicolored mane and tail. I could make out a symbol on the pony's flank. As I tried to concentrate on what it was, my head began to swim. It was a wonderful feeling, just like the signals of pain that were shooting up my right leg. I went with it.. down and down.. and down into darkness. And then I knew no more for a while.

Chapter 4

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

Chapter 5

It turns out I wasn't far from the room I needed anyways. It was behind one of the other closed doors on the landing. With a cheery giggle Scootaloo nudged my hip, pushing me towards it.

"This way!" she said brightly.

"Um.. yes. And when you're finished, please wash your hooves and come downstairs. I'll let Twilight know you're awake. You... you should probably talk with her...if you want. I mean.. I'm not telling you what to do.. It's just... oh dear.." Fluttershy trailed off. She let out what sounded like an "eep" and moved back down the stairs. Scootaloo was still pressing me towards one of the other closed doors.

"This one?" I asked her.

She looked up and nodded at me. She still wore a large smile and her eyes were wide and happy. "Thanks," I said as I limped away the few steps towards the closed door with another detailed lever handle that you pulled down to open. The sight beyond the door was almost what I expected and hoped to see. The room was a bit larger than a normal bathroom, the oft silent deductive part of my mind randomly came up with the reasoning that this was to accommodate the longer body style of a pony rather than the taller, narrower one of a human. For some reason I felt proud of this deduction. Sometimes it's the little things.

The same living heartwood appearance applied here as well with a small high window that seemed to be a part of the wall instead of cut into it. There was a large wooden tub with what looked like a shower head under this high window running the length of the far wall. A pedestal sink with a normal looking spigot below two brightly burning wall sconces that book ended a mirror were on my left next to the tub. But on the floor next to the sink was where yet another sign of where I was presented itself. Instead of a toilet, there was a small wooden planter box that was as high as my shin. It was as long as I was tall and about half of that as wide, it's length running along the space between the sink and the corner closest to me on my left. In the box was.. Grass? It looked green, healthy and fresh. The kind of grass you see on some old guy's meticulously manicured lawn in the neighborhood that had never seen a dog's landmine or a rock in it's existence.

I let go of the door, took a step into this room and took a closer look at the box. It was grass alright. The light from the sconces shimmered against the vibrant dark green blades. Was this...?

"Come ON already!" a voice said to my left. Scootaloo had followed me into the bathroom and was now hopping back and forth from her left and right sets of legs. "I have to go too!" she said impatiently. Those eyes.. those amazing purple eyes look at me expectantly.

"You.. go ahead..." I said to her. I really had to pee, but the fact that I had no idea if I was supposed to just whip it out and piss on the grass in addition to someone being in the room with me gave me the endurance to hold it just a bit longer. Without any further discussion, Scootaloo pushed past me into the room, stepped into the grass box turning so her tail was towards the sink. She gave a small squat and her tail lifted just a bit, giving me a view of what was underneath briefly before she lowered it again.

The sight under her tail shocked me almost as much as waking up in this place. I had yet to see a girl naked in person, on the internet sure... I was a goddam expert on internet porn. In person, however I was still waiting for that to happen. Aside from things like the tail, and skin color... Scootaloo looked like she had the same..uh.. equipment down there. I had just enough time to notice two plump lips with fine orange hairs on them turning a pink fleshy color on the inside edges, not unlike what I'd seen a thousand times during my spanking sessions on the computer at home. My body flushed warm and my heart began flowing blood south.

My mental daze was broken when she spoke. Turning to me, she said in a slightly frustrated and innocent voice "I can't go if you're watching!"

"Right.. Sorry.." I mumbled shuffling towards the door and closing it behind me. Leaning against it, I took a deep breath. The mental image of Scootaloo's privates were burning in my brain. Pony or not, my body knew damn good and well what that was for and in spite of needing to pee, my body was good and ready to respond. Well... they're definitely girls. I thought to myself.

The fact they were ponies was a bit weird, but I had spanked it to some pretty weird stuff online. I had grown a semi-erection by now, fueled by the ever present sexual desire that had taken over my life since I was about twelve. I heard the sink turn on briefly behind the door and I stepped out away from it, turning as Scootaloo appeared. "Ok! Your turn!" she beamed brightly, trotting past and waiting for me near the top of the stairs. She didn't notice the tent that was growing in the loose fitting white bottoms I was wearing.

I entered the bathroom and closed the door behind me. Standing at the edge of the grass box, I looked for signs that it had been disturbed. The grass looked as clean and fresh as before. However this worked... I guess this is where you're supposed to do it, I shrugged mentally. Untying the string that held the bottoms on my waist, I reached in and pulled my still semi-erect cock out. It felt heavy, thick and hot in my hand, already leaking pre-cum from the brief excitement of seeing Scootaloo's human like sex. Just thinking about it increased my arousal even more, causing it to grow harder even as looked at it. I gave an experimental tug and realized it would only take a few seconds for me to cum. Jesus.. Was I was really going to jerk off in a talking pony's bathroom in some strange world? I wasn't going to be able to empty my bladder otherwise...

I began stroking, standing there in the warm light of the wall sconces in front of the grass box toilet thing, the precum providing sensuous lubrication over the prominent ridge below the head of my cock. Closing my eyes, I envisioned Scootaloo's rear again and imagined what touching those soft, plump lips would feel like. Ten seconds in, I could already feel the machinery behind the root of my shaft begin to change gears, getting ready to open the floodgates of semen that was building up. What would it be like to slide my cock into those lips? It had looked so soft...

That was all it took. The familiar tightening of core muscles in the center of my body took signaled I had reached the point of no return. My cock grew more hard and rigid, swelling to a purple tumescence as my hand stroked faster and faster, tightening it's grip and increasing the pleasure. I had to reach out and grab the edge of the sink as the electric shock of pleasure radiated out from my shaft and tingled it way from my head to my feet. My body tensed uncontrollably, knees locking and my breath catching.

I flew over the edge in a thunderous convulsion, my knees weakening just after the first large glob of cum shot from the slitted crown of my cock and splattered against the wall above the grass box with an audible splat. Over and over again it fired, each one arching out and falling closer to my feet than the last. My vision dimmed and the contractions overwhelmed me while I tried to remain silent, the only sound a forceful breathing through my nose. My god, it was one of the best orgasms I had ever experienced. More powerful than anything before and lasting much longer. Even after my still hard penis had ceased it's salvos, I was shuddering with waves of pleasure.

Finally, they subsided and I let out a long breath. I gave my cock a couple more slow strokes, milking dribbles of cum out over the box below me. Lucid and looking down now, I saw that as each drop hit the grass, a faint shimmering glow emanated out in ripples along the grass like when you throw a small rock in a still pond.

I stood for a moment, catching my breath while my member pulsed slowly and pleasurably in my hand. The urge to pee was already returning in full force and knowing from experience that peeing now would result in something like a shotgun scatter effect, I decided to use the sink instead. I don't know why... I had just shot cum all over the wall so dribbling on the floor wasn't any worse. I really just didn't want to get pee my bandaged foot or bottoms. Moving to my right, I hung my now softening but still long shaft over the lip of the sink and waited.

I barely remembered to wipe the cum off the wall before leaving the bathroom. The problem was, the only thing to wipe it with was a cloth like towel hanging on a rod opposite the sink. I felt a bit guilty using it, but less guilty than leaving my spunk to dry there. I washed my hands and was careful to use a different part of the towel to dry them before limping to the door. I opened it to find Scootaloo waiting right on the other side for me. Damn, those eyes of hers...

"Better?" she asked with a happy smile.

"Yeah" I couldn't help but smile back. She was having that effect on me. "Lets go downstairs."

This ended up being a bit trickier than I thought. I really couldn't step down onto my right foot with my full weight and was clinging onto the handrail for dear life. It probably would have taken forever had Scootaloo, who started out behind me, not wedged herself to my left next to me on the stairs and allowed me to support my weight on that side with a hand on her back. I tried not to press on her wings as we slowly made it down the steps, my fingers digging into the soft hair on her back and brushing the light feathers of her miniature wings. I was moved by her thoughtfulness... I felt like no one had ever shown me this much compassion before.

We navigated the bend at the end of the stairs. Below us, I saw that the bottom floor consisted of a single large room. It was round with bookshelves lining the entire interior wall in a molded, recessed and random fashion with nooks, crannies and a few windows everywhere. The center of the room was mostly open containing only a few pedestals that held books and a couple of small tables. Again, the living heartwood color randomly shaped wood grain motif dominated everything and from this vantage point, I realized that I was inside something that must look like a massive tree on the outside. Was it possible that this entire dwelling was shaped from a living tree?

Waiting for me in the center of the room below, were two ponies. Fluttershy, and the purple mare from my fever dream. I tried to concentrate on finishing the decent before fixing my eyes on them, least I make it this far only to fall on the last step. They said nothing as I reached the bottom and stood on the solid wood floor of what I now understood was a library of sorts. A silent moment passed where the purple mare and I regarded each other before she spoke. "How are you feeling, Mason?"

Her voice was reassuring and clear with none of the hesitation that Fluttershy's had. "I'm alright. My foot hurts, but.. I guess I'm OK." I paused for a moment before continuing. "You... You know how I got here, don't you." I said. It came out as a statement, not a question as I had intended.

The mare sighed and gave me a look that showed embarrassment before saying, "Yeah.. about that. It's kinda my fault you're here... and... I'm sorry about that... it was an accident... sorta."

"Sorta?" I asked in a smaller voice that wasn't intentional.

"I opened a portal between our worlds. But... but I kinda freaked out when I saw somepony, I mean... you... walk through it. I didn't think about what could happen if somepony on your side noticed. I guess you did."

"You can do something like that? Open a portal between worlds, I mean."

"I... never... actually did it before." she said, rubbing the back of her neck with a fore hoof, looking away and sheepish. It was a very human gesture.

"Ohhh Kayyy.. so you screwed up?"

"Yeah."

"And now I'm here?"

"Yes"

"How do I get back?"

"Well..." the mare started. She took a deep breath and blew out before finishing. "It's gonna be a while."

"Like, how long is a while?"

"I'm not sure, I mean... I'm sure... but I don't know the translation between our time and your time. I've tried a few formulas, but they all come up with different answers so then I compared it with a table that shows what a calendar looks like from your world but then nothing made sense so I..." the pony rambled on, gesturing with a hoof as she spoke much in the same way I would if I was trying to explain myself. It was clear by now that she didn't really know how to tell me in a way that she thought made sense.

"Hold on." I interrupted. I was feeling a bit like a victim at this point, regardless if I just rubbed one out in the bathroom upstairs. The shock of the situation had worn off enough for me to feel the first pangs of anger about being yanked from my life, although it wasn't much of one to begin with, and into this world.

"Are you trying to say you don't know how long?" I asked her firmly. Magical unicorn looking pony or not, she had started this mess. Out of the edge of my focus I saw that Fluttershy's head droop, as if she knew an answer already and was hoping she didn't get dragged into this. The mare with a horn on her head fixed me with a steady gaze showing that she was committed to owning up to whatever responsibility she had.

"It won't be until our next winter wrap up, at the end of the cold season. It's only nearing mid summer now." she said in a flat and even tone.

I did a quick assessment of time in my head. If the seasons changed and time worked in the same manner here, that could mean about six months in my world. My whole family would think I'm dead by then. A thought of my poor mom thinking I was missing and all the pain and angst she would experience burned brightly in my mind, causing a wellspring of anger and frustration to boil up within me. Even when I returned, I'd have to explain where I've been but I couldn't. No one would believe me if I told them I'd been teleported to some magical land where ponies talk and you pissed on grass planter boxes.

"Oww.. Mason..." Scootaloo said next to me in a wounded voice. My hand had remained on the smaller pony's back after descending the stairs. In my growing anger, I had clenched my hand, pulling on some of the delicate feathers on her wings.

"Sorry" I said absentmindedly, relaxing my hand and then removing it completely. I stood for a moment with all three ponies looking at me. Fluttershy with apprehension, the purple one with a sympathetic expression and Scootaloo next to me with sadness reflecting in those big purple rimmed eyes. I wanted to be angry. I wanted to shout and yell about how this was so unfair to me. But I couldn't bring myself to take it out on them.

All three of them looked as if they already knew what a mess this was and were regretful for the whole situation already. My relaxed and compromising nature had always let people take advantage of me back home and I had vowed some time ago to stick up for myself more. But now didn't seem like the time or place. If I really was stuck here for a while, I probably shouldn't start fights with them and try to make the best of the situation. Ordering my emotions as best I could, I addressed the mare.

"You're Twilight, right?" I asked her in a soft voice, remembering Fluttershy's comments earlier.

The pony seemed to relax a bit and answered "Yes. Twilight Sparkle. I'm really sorry about this Mason, and I swear I'll make it up to you somehow." She gave me a hopeful smile.

I gave a quick look around and spied a large log of wood nearby standing on end. It looked perfect for sitting on and my legs were tired from standing with most of my weight on one leg. I limped over and took a seat with my bad foot sticking out straight. Fluttershy and Twilight both watched me but Scootaloo followed me. After sitting, the small orange pony sat next to me, it reminded me of the same way a dog doesn't leave the side of it's owner. I had much to ponder about Scootaloo's behavior towards me... and mine towards her apparently, but that could wait for a bit.

"What am I going to do, Twilight?" I asked after getting seated and looking at her. "I don't know a thing about this place."

"Well it's a good thing you're here wi..." Twilight started but was cut off by Fluttershy

"The first thing you're going to to is rest that hoof!" she said in the most firm voice I'd heard her use yet. "You're hurt, young man, and you shouldn't be walking around until you're better!"

I was taken back slightly at her assertiveness. Her tone reminded me of my mom's when I was sick but still getting up to play video games. There was an instinctive need in me to obey her. "I... I will, Fluttershy. I promise."

"I'll help take care of you too!" Scootaloo said suddenly. She leaned into me and gave me a nuzzle against my arm affectionately. I couldn't help but put that arm around her in a clumsy hug. I also decided to leave my arm around her because... well I wanted to. Scootaloo leaned into my one armed embrace and stayed there.

"Thanks, Scootaloo." I said. Her name sounding weird and foreign now that I was saying it out loud.

The two larger ponies looked at Scootaloo and then at each other, exchanging some unspoken knowledge that was above my head before Twilight spoke again. "It's late afternoon, I'll send spike to get Rarity. She should have your clothes done by now."

"Spike?" I asked

"Yeah" Twilight said with an amused chuckle. "He's my assistant and friend. He lives here with me but he's been asleep all day the lazy dragon."

"Dragon!?" I asked louder, my eyes opening wide. "There are dragons here!!?"

"Well... he's just a baby dragon." she replied, dragging out the word baby so it sounded like 'baaabeeeyyyy'. "I'll go get him"

She trotted up the stairs quickly, leaving me to my imagination of what a baby dragon looked like... I conjured up images of large iguanas with wings. Fluttershy decided that this was the perfect time to swing into action. Picking a new cloth wrap up from the table, she kicked another wooden log out and nudged it towards me like a hockey player controls a puck with her hoof. Stopping in front of me, she said in a firm tone "Up!"

Instinct took over from here. That one word was enough to communicate her meaning so I complied. She sat on her haunches on the opposite side of the log and used her front hooves to begin unwrapping my bandaged foot. She worked with a dexterity that I wouldn't think possible without fingers and opposable thumbs. Either by way of nature or magic, she seemed to handle the delicate processes with the skill and attention of a trained nurse. In no time, the wrap was off my ankle and I could see the swollen, purple skin underneath.

While she busied herself getting the new wrap ready, I gave an experimental wiggle flex of my ankle and toes. There was pain, but everything moved. Somewhere I had heard if you can move it, it isn't broken. Probably just a bad sprain, I told myself. Fluttershy began to hum a pleasant tune while smiling as she started putting a new wrap on my foot. I began to feel a bit awkward just watching her and tried to think of something to say.

"You're really good at that." The yellow pony's smile grew a bit before she replied.

"Thank you, I take care of a lot of animals in Ponyville... so I guess you could say I get lots of practice."

"Where did you learn to take care of animals?

"Ohh.. well... It just comes natural to me. Taking care of the little critters is how I got my cutie mark"

"Cutie ma... Oh.. right." I turned to Scootaloo who was still chummily under my arm watching. "You told me about those, didn't you?"

Her purple eyes fixed on mine with an odd mix of what looked like nervousness and joy . "Yeah..." Was all she said before she looked back at Fluttershy. I swear I could feel her shaking slightly in my arm.

The yellow pony was nearly finished when the sounds of Twilight returning down the stairs came. As she came into view, a small purple scaled creature was following behind her. Standing upright, it looked to be about the same height as Scootaloo was on all fours. A large, purple head with big expressive green eyes were matched in color by individual flat green spines that ran in a row lengthwise from between it's ears and all the way down the center of it's back to the tip of it's small tail. It had stumpy little legs ending in pads that it walked on while swinging short arms with claw like fingers on the end. It's visible under belly was a yellowish scaly color that came up under it's chin to wrap around the small mouth that was displaying a small set of fangs that looked like a dog's canine teeth. Yellow-green tufts of what looked to be stiff fur were at either side of it's head, indicating where presumably it's ears were.

"Spike, the is Mason... Mason, this is Spike" Twilight said.

"Hi." I said plainly. I recognized Spike from the picture I saw upstairs.

"Woah!" Spike said, his eyes getting large. "You've been here for like what, two days and you've already found a special somepony??!" He moved with an alarming quickness close to me and whispered in my ear opposite of Scootaloo. "You've gotta tell me your secrets, man." His voice was that of a boy around my age or maybe a few years younger. He seemed friendly enough.

"What are you talking about?!" I asked the little dragon. Then I remembered my arm was around Scootaloo. I looked down at her and she was staring at the floor in front of her, cheeks burning brightly.

"Heh heh" Spike intoned and gave me a little scaly elbow to the rib before moving off.

Things probably would have gotten awkward had the door from the outside not exploded open in a flurry of voices. Two white ponies entered, one the size of Fluttershy and Twilight, the other the size of Scootlaoo. They seemed to be in the middle of a heated argument about something as they plowed through the door. The larger one had a breathtaking long purple and dark blue mane that was expertly combed and styled to be curled at the ends with a matching tail. As she spoke, she had the same kind of voice that I remember from watching those old movies with people from the south. Like she would say "mint-julep" or "Oh my stars" at any moment. Beside her, the smaller pony looked familiar. I thought her to be one of the girls that found me. My mind knew her name and as they walked towards us, it floated to the surface like the message inside a magic eight ball. Sweetie.. something. Sweetie.. Belle.

Both Spike and Scootaloo reacted instantly to their arrival. Spike, who seemed suddenly unable to walk, tripped over himself to rush to the large white mare side like an anxious puppy while Scootaloo bolted out of my arm to stand near where Fluttershy was. "Rarity!" Spike said happily. "I was just about to come get you. Do you need help with anything? Can I carry your bag for you?" Even in this world, some things are blatantly obvious.

"No thank you Spike" the pony named Rarity said kindly enough. She fixed her dark blue eyes on me and with a loud gusto she announced "Mason! I think you'll find these garments much better than that rag you've been wearing. I rather enjoyed crafting these to your proportions... It's been so long since I've been challenged."

She was right.. they were perfect.

Chapter 6

"...what do you say, girls?" Twilight asked her friends.

There were 9 ponies, a baby dragon and an owl now gathered in the room with me. I was feeling a bit on display, but also relieved. After donning the clothes that Rarity had made me, a well fitting and soft dark blue shirt that was close to a T-shirt but with a deeper neck and pants made of a comfortable brown rugged cloth, Twilight had sent Spike out to get the rest of the ponies that were now gathered here. I had met Applejack and Rainbow Dash, along with Applejack's little sister, Apple Bloom for the second time. The three smaller ponies sat together, Scootaloo occasionally giving me a long look when she thought no one else would notice. I began to get the feeling that this little pony had a crush on me. She was acting the same way younger girls at school did around the seniors. Given the scenes that had played out upstairs, the thought of this pony with a crush on me made me nervous and excited at the same time.

The last arrival had been Pinky Pie, who came crashing in with balloons tied to her pink tail, pushing a small cart full of pies, cakes and assorted other treats. She was easily the most hyper and scatterbrained thing I had ever seen in my life, but her pure enjoyment of everything was infectious. After meeting everyone, including a brown Owl that had flown in silently through a high open window, landed on a perch and surveyed us with beady black eyes, Twilight told me about what had happened to me when I got here and how they saved me from Equestria's influence. Had I heard this story last week, I would have thought it the most crazy thing I'd ever heard.

"So... that dream I had was real then? You all saved me from dieing?" I had asked.

"Yeah, but it was nuthin" Rainbow Dash had said dismissively with a wave of her blue hoof. "Now if there had been some mean dragon to fight too... that would have been about 20% cooler!"

I sat in silence for a moment realizing that someone cared enough about me to come to my rescue. These ponies didn't know me... but they had all worked together to save me. I would probably have broken down crying with gratitude right there had Twilight's mistake not brought me here in the first place. "But what will that magic do... you know... the magic that you gave me?"

"Um... the book didn't say, really. But I'm pretty sure nothing bad. I mean.. you're ok right?" Twilight had asked with a hopeful smile.

"I don't think he's ok!" Pinkie Pie announced. "You were gonna die from happiness and that sounded like fun! Now you're just normal... How BORING!" With this she had flopped on her belly and tried her best to look depressing. I came to the conclusion that this pony couldn't pull that look off. She was like a barely contained explosion of happy.

"The important thing is you're alright and because of me, you're stuck in Ponyville. So my friends and I are going to help you get adjusted and fit in!" she said cheerily. "What do you say, girls?"

__________________________________

The cakes and pastries that Pinkie Pie had brought were delicious. I didn't realize how hungry I was until I took the first bite of what looked like a cherry crumble with white frosting. It tasted just like one would have back home and my stomach roared at the familiar texture and flavor. Applejack had brought a barrel of Apple Acres Cider from her farm that was sweet and slightly alcoholic. It tingled it's way down my throat delightfully, warming my belly with a pleasant glow that seemed to reach all the way up behind my eyes.

We had gathered around the largest table in Twilight's library. It was slightly lower than a table should be for me, but that looked to be by design in this world to accommodate the inhabitants. I sat on my now familiar wooden log stool with Scootaloo by my side once again. She and her two friends sat in a row to my right on low boxes to raise them up slightly, with her closest. Twilight was on my left at the end of the table and the others were across from me. I swear that when she thought no one was looking, Scootaloo was quickly taking drinks from my glass. The three smaller ponies all had water.

The gathering felt like a welcoming party. All present were interested in hearing about me and my world but in different aspects. I normally wasn't good at talking.. or socializing. But either this world or the apple cider had loosened me up enough that I was actually enjoying myself. Applejack wanted to know about what kind of work we did while Rarity grilled me on fashion. She was disappointed when I knew almost nothing about that topic and voiced her mild annoyance.

Fluttershy asked me all about what kind of animals were there while Pinky Pie wanted to know about what kind of things we did for fun. Spike even asked me if we had any good gems there. I really didn't know what that question meant until Scootaloo informed me that gems were Spike's favorite thing to eat. Rainbow Dash asked me if any humans could fly and I had told her that we do but in airplanes that we sat in. Her and Scootaloo listened with rapt attention as I described that there were machines that can go faster than the speed of sound.

"Yeah, but do they make a RAINBOOM?!" Rainbow Dash had asked haughtily.

The party wound on for quite some time. I listened to them talk about their world and adventures at great length with wide eyes. Everything from about how the weather works to some confusing creature called Discord. Fluttershy became a bit defensive when Apple Jack called him a "no good trouble maker" in her southern sounding accent. Sometime after my third or fourth cup of cider, I felt a nudge against my right thigh. I looked down and saw that while everyone was busy discussing who was the better musician, Vinyl Scratch or Lyra, Scootaloo had stealthily slid her hoof onto my leg under the table.

My heart began to thud when I realized this little pony was wanting to hold my hand. It was an intoxicating giddiness to have the thought that a girl liked me, human or not, making me feel more alive and like a part of the group more than I had ever felt at home. I reached down under the table and placed my right hand over her hoof. She didn't look at me, but just gave a big sigh and smiled into her plate. Her hoof was soft and warm, the hair feeling clean and smooth under my fingers. I traced a digit around the hard edge at the end, feeling the rough texture there.

"Mason?" Twilight said, snapping me back to the conversation. "You alright? Your face has turned red."

"Sure!" I said and used my left hand to grab the half empty cup of cider, swigging it down in one gulp.

"Applejack has offered up the extra room in the barn at Sweet Apple Acres for you to stay in while you're in Equestria."

"That's right!" Applejack said. "Ol' Big Mac will love havin another guy 'round there to help out for a while. We'll getcha settled in and keep ya warm and fed. Just askin ya help out round the farm a bit, that's all. Ya ain't had nuthin till you've had Granny Smith's apple pie after a hard day a-workin, ain't that right Apple Bloom?"

"That's right!" Apple Bloom said.

"That sounds great" I said to her. I wasn't so sure I'd like the work part, especially since I didn't have shoes yet.

"Well ah-right! Me n' Apple Bloom will get goin' and make sure everythings ready for ya."

Fluttershy spoke up and said that she would take me to Sweet Apple Acres but was interrupted by Scootaloo.

"No.. that's ok... I mean, my house is closest to there and I wanted to sleep over with Apple Bloom tonight anyways. We have... Crusaidin to plan for tomorrow, right Apple Bloom?" Scootaloo asked her friend.

"Uh... Sure" the small pony with the bow said in a not too convincing manner.

"You sure, Scoots?" Rainbow asked inquisitively. "Aren't your mom and dad home?"

At this, the little orange pony darkened. "No... they... they haven't been home in a while."

All of the gathered ponies fell silent for a moment as if they needed no further explanation. There was something going on with Scootaloo's home life that they had all heard before. I wanted to know, but now didn't seem like the time to ask. Looking at her, I gave her hoof a squeeze under the table.

"Ok, squirt. Sure, if ya want." Rainbow Dash said. "You know you can always stay with me, right?"

"I know... but it's OK. Really. I'm cool with it!" Scootaloo put on a smile and a brave face.

The party was over at this point. As the ponies began to clean up, I took the opportunity to ask Rarity about some shoes. She gave my feet a look and with a puzzled expression asked me how they worked. I couldn't help but be amused.

"They cover them up and the bottoms are hard or rubbery, so that the bottom of my feet don't get cut by rocks and stuff."

"You mean you humans can't walk around without these.. shoes?" she asked incredulously.

"We can, but not outside where things are sharp."

"Simply amazing... I don't know how you humans survive." She gave a fake sigh of resignation, bordering on dramatic that was a poor attempt to mask her excitement. "Draw one for me and I'll take some measurements."

I gave a rough sketch of what a shoe looks like from my world and explained the mechanics. She seemed to grasp the concept and said she should be able to whip something up tomorrow. With my bad ankle, I figured I wouldn't be on my feet much for a few days anyways.

The cleaning was done and the ponies began to leave. Applejack and her sister left first to get things ready at home and Scootaloo and Sweetie Belle said their goodbyes before the two white ponies took their leave. Soon it was just Me, Twilight, Scootaloo and a sleeping Spike on the bottom step. He was on his back, one arm and his tail hanging limply over the edge while he snored audibly. Twilight gave me a regretful look.

"I hope you can forgive me, Mason. This isn't fair to you... and it's all my fault. I feel horrible."

I don't know if it was the cider in my blood, the giddiness I felt about Scootaloo wanting to hold my hand, the fact that I was in a land of magical ponies that talked, or a combination of all of the above but today had been the single most exciting and enjoyable day in my life. I felt wanted, cared for and like I belonged somewhere. Regardless of the situation, it was Twilight that was responsible for it all. I moved without thinking and bent down slightly to wrap my arms around the pony's neck in a warm embrace. She stiffened momentarily before relaxing and bringing a hoof up to my lower back, embracing me in return.

"It's alright, Twilight. You're forgiven" I said quietly to her and stepped back.

Her large purple eyes were moist as she smiled at me. "Thanks."

"Come on Mason!" Scootaloo said behind me.

"Alright, lets go."

___________________________________

The night air was warm and comfortable outside the door. Candles were lit around Twilight's abode either by normal means or magic, but it accomplished the same goal. I could see that yes, her house was a massive living tree, yet another testament to the powers that existed here. I could see lights in the near distance of buildings and streetlight that I figured must be the main part of the town.

Twilight lived near the edge of town and the path we were taking looked to skirt the edge, not entering the more dense cluster of lights visible through the trees. The smell of clean grass and flowers was borne on the light breeze that occasionally tickled by my face. Everything felt peaceful and in harmony with itself, like the summer evening of your childhood where school was a distant memory and also a distant fear. Now I was going to be alone with a pony / girl who liked me. I was awash with new feelings inside.

Scootaloo and I hadn't even made it ten feet from the door before I knew this wasn't going to work. I didn't know how far it was to Applejack's place, but walking with a bad foot and no shoes wasn't going to get us there anytime tonight. Scootaloo had a small two wheeled skateboard-scooter thing with a T handle for steering with her. She gave up riding it almost immediately given the speed I was moving and was now walking it, her helmet dangling from the straps from one of the hand grips. Finally, I stopped.

"Scoot, wait. I don't know how far I can walk like this." I said miserably.

She just gazed up at me, waiting for me to make a decision. I looked down at her and then at her scooter.

"Can I use that?" I said, pointing to the device.

"Huh?" she asked confused.

"Lemmi see that for a moment."

About fifteen minutes later, we were moving at a good pace down the path. We had to go back to Twilight's house for a couple things, a small wooden box and a blanket for padding for me to adapt the two wheeled cart. What we ended up with was a box on the scooter with the blanket for padding under my right knee and the T handle extended up for me to balance and steer, pushing myself along with my left leg. It actually worked out rather well. She walked next to me on my left avoiding the occasional swerves I had while still getting the hang of the make shift trolly. The little orange pony thought it was the coolest thing ever and beamed with happiness.

The two of us walked in silence for a while down the deserted path that wound it way around the edge of town. Now that we were alone, I found I was nervous to talk to her. She appeared to acting the same way, looking around at the darkened trees and houses in the distance rapidly, her eyes never staying in the same place long. Occasionally she would look up at me, eyes darting to mine and then quickly away. I thought more about Scootaloo as the sounds of her hooves and my foot and wheels were the only noise between us.

She seemed young. Her mannerisms were that of a young teenager that reminded me of the freshmen or sophomore girls at school. I didn't know what that meant in this world as far as two people liking each other but that had never stopped any of the popular seniors in my world from dating them. Heck, there were even one or two girls that always had a baby before their sophomore year started... or sometime during it. The steps dragged on as the tension seemed to grow between us. Not an unpleasant tension, just the anticipation that sooner or later we would have to talk about it. The cider was still tingling my body, perhaps giving me the courage to say what I did first.

"I liked holding your ha... hoof." I said, correcting myself to this world's correct terminology.

She didn't say anything for a moment, and giggling a little bit "Your hooves are funny... I think they're cute."

"I'm a human.. they're normal to me." I said in a mock wounded tone.

"I think they're cool because they aren't normal, like me... You're not like everypony around here... I like it."

"What do you mean you're not normal?" I asked her with genuine interest.

"Duh, can you see my wings?" she stretched out her small wings and gave them a little flutter, looking back over her shoulder at them. "They're like the most un-normal pegasus wings ever!"

"Well, I like em." I smiled at her.

"I hate em." She replied. "I always get made fun of because I can't fly"

"You get made fun of? By who?"

"The other pegasus at school. It's the reason my parents don't spend any time with me" she said miserably.

"You mean they ignore you?"

"Well that and they're never there."

"Where do they go?" I asked.

She told me the story about her older brother. About how since he had vanished, they seemed to forget she was even alive. With a painful tone, she explained how every night she's usually the only one there, coming home to an empty house. Sometimes she could tell that they had been home because there was fresh food around, other times she would have to go to Apple Bloom's to eat. The times that they were home were no better. According to her, they barely made eye contact with her and only addressed her when she spoke directly to them. She felt like a ghost, she told me. An unwanted, deformed ghost.

My heart nearly broke hearing the pain in her voice. Clearly this was a very sensitive subject for her and I did the only thing that I wanted to do right then, abandoning any thoughts of right or wrong with this little pony. I stopped the scooter and knelt down gingerly in front of her to be at her height. She looked at me in the darkness of the path, lit only by the filtered moonlight through the trees above us. Her wings and ears twitched nervously as she waited to see what I was going to do with those large expressive eyes.

Slowly, I leaned into her and wrapped my arms around the base of her neck, hugging her tight to me. She pressed her weight against me, bringing a leg up of her own to wrap tightly around me under my arm. We stayed that way for a while, enjoying each others closeness and affection. I could smell her scent in her mane, a faint cinnamon-apple mixed with the vibrant undertone of a slightly animal smell that touched a primal nerve in my brain. I brought an arm up and stroked her mane briefly before she moved her head back, her face inches from mine.

"Do you like me Mason?" she asked quietly, her eyes searching mine.

"Yeah" I said. "I don't know what it is... but I keep thinking about you, I've liked you ever since we talked in the clubhouse."

"I... I like you to... a lot. More than I've ever liked anypony. I thought about you too every day since you got here... Like... I just want to be near you all the time"

"I'd like that..." I whispered, my heart racing in anticipation of what I wanted to do next.

"Yeah..." she breathed.

Her small mouth was slightly open, her breath was rapid like mine showing she felt the same nervous energy as I did. It washed against my face as a moist warmth that entered my nose with a pleasant sensation. Moving forward, I pressed my lips against hers gently. She stiffened up, taking a deep breath in through her nose and her eyes went wide before relaxing, letting them droop closed. The fine soft hairs around her mouth gently tickled my nose and face, each one feeling electric against my skin. I brought my hand up and cupped the back of her head, holding her to me. She gave a small whimper into my mouth as I parted my lips slightly, letting my tongue slide out and brush against her mostly closed lips. It unleashed the small pony's desire and she kissed back against me hard like she had been wanting to do this badly for some time. She parted her own lips and her tongue met mine.

Pressing together, we explored each other with an anxious need. Our heads twisted and our mouths locked, kissing each other deeply and sharing our taste between us. Our breath came fast and heavy through our noses and I was dimly aware that I had a massive erection from the erotic sensations our kiss was giving me. My remaining hand on her back felt that her wings were now extended and rigid. Scootaloo's passion and desire were so evident in her reaction that I was unable and unwilling to stop or slow down the process. Young or not... she was aching for this as much as I was now...

It was not without clumsiness. It was clear that neither of us had any experience kissing, let alone kissing between the different worlds. While our tongues pressed against each other, teeth clicked and saliva drooled, smearing between us making our mouths wet with our mixed fluids. Her tongue was longer than mine and reached into my mouth, flicking around to touch everything while she gave an occasional passionate whimper in her throat.

Finally, we had to come up for air. We broke off and stayed close, our foreheads pressed together while we panted in excitement and passion. I had just french kissed for the first time and it wasn't even with a girl from my world... let alone my own species. My lips and face tingled with the sensations of her tongue and hair. It was such a new sensation that I hadn't experienced before that my mind was soaking it all in. My heart was pounding and I felt like I was vibrating all over.

"Woah..." she breathed "that was..."

"You really OK with this...?" I asked her, out of breath myself.

"Yeah... but..." she trailed off, her eyes looking down and away. I pulled back a bit before asking

"But what?"

"It's kinda weird and all... you know? I mean... you aren't even a pony... and I don't even have my cutie mark yet."

"Does... does that mean you aren't supposed to be doing this stuff?" I asked, fearful of getting either her or myself in trouble with a forbidden lust.

"Well... no. I mean, lots of girls in school have special someponys before they get their mark. I just... I'm scared Mason. I've never felt like this before... and... and I know you don't belong here and you're probably going to leave." Her eyes were now shimmering in the moonlight, becoming moist with tears. "I don't want you to leave me... you're the only pony I know who's different like me..."

A tear fell from her eye as she seemed to be searching my soul. What was I supposed to tell her? I barely had come to grips with where I was, let alone dealing with an emotional situation like this. I had just deep kissed her and now she was crying here in front of me. It sounded like the same emotional roller coaster I'd heard about when dealing with chicks back home. I guess girls are the same no matter what world they are in. I couldn't blame her though... I didn't want to leave either. Who knows, maybe Equestra held a better life for me than the lonely, dark life I had before coming here. I pulled her back into a tight embrace, kneeling in the moonlit dirt path.

"Scoot... Today has been best I've ever had in my life." I whispered into her ear. "I found out I have ponies here that care about me, magic is real, and a whole new world to explore that seems so much better than where I came from. I can't say I won't go back when the time comes, but while I'm here... I want it to be with you."

She barked a sob against my shoulder and hugged me back as tight as she could. We stayed that way for long minutes while she wept into my shirt, me stroking her mane and comforting her as best I could. I thought about my home and family while I held the crying pony in my arms. If it had been two or three days since I'd been gone, then my mother was already worried about me. I felt bad about the pain she was going to go through, me disappearing like this. But I tried to push the thought out of my head because there was nothing to be done about it. I was stuck here for a long time and that was that... and I wanted to be stuck with this little orange pony with amazing purple eyes that was making me feel more alive that I'd ever felt before.

Her crying tapered off, and she moved her head back again. The hair around her eyes was a darker shade in the pale light that illuminated her face, her eyes dark globes shimmering with moisture. "I want to be with you too, Mason." she said and gave a small smile. "But I don't think we should tell anyone... cuz, you know... is kinda weird."

"Alright Scoot... It'll just be our secret then."

She leaned her face forward and we kissed again, this time with a slower more relaxed pace. While it didn't burn with the release of the first kiss, it was heavy with meaning and intent. She was giving herself to me, as best as she knew how... and I fell in love with a pony I barely knew.

Chapter 7

After leaving the lights of the town behind us, the dirt track bent slightly to the left and crossed a small river over a stone bridge. Like a ghostly apparition, a white three board fence joined the path and ran parallel to our right, glowing in harmony with the moonlight. Scootaloo pointed out that the clubhouse of the Cutie Mark Crusaders was on the other side of the fence in a nearby thick of apple trees.

We had stayed kissing in the moonlight of the darkened path, inventing little patterns and routines in the way our lips, tongue and faces moved. My urge to explore this pony had been burning in the stiff rod below my belly so urgently that I almost pushed things farther, wanting to experience more. Eventually though, my bad ankle and knees were hurting from the pressure enough that I had to stand up. I broke off the kiss and looked into her eyes for a moment before standing up with an awkward movement. Regaining my feet, I smiled and affectionately stroked her mane while she looked up at me with happy, large and almost dry again eyes before I mounted her scooter.

A weight was lifted between us. We resumed our walk towards Sweet Apple Acres, talking easily and freely now. She chatted about the things her and her two friends had tried in attempts to gain their cutie marks. I laughed when she told me about the talent show and how each one of them had picked out something to do. Even though they ended up winning an award for best comedy (something none of the three girls were aiming for) it was considered a disaster. I then asked her why Sweetie Belle hadn't done the music since Scootaloo had already told me about how she's really good at singing. She paused before saying. "I dunno, I guess she didn't wanna when we were figuring it out and I wanted to sing a rock song!.. only... I don't think it came out very good" she chuckled. I was a bit shocked to learn that her and her two friends were almost the last now of their peers to get their marks after having grown past the point where most filly's got theirs. They were late bloomers, but she was quick to tell me that she wasn't bothered by it.

Scootaloo's demeanor had changed. Before she had seemed a bit timid and shy but now that had turned into a spunky, carefree attitude about everything... one that I had only seen glimpses of between our conversations and interactions until now. Earlier in the evening, I had met Rainbow Dash who Scootaloo had told me was her adoptive big sister and it was very obvious she idolized her. Some of her mannerisms now seemed like an imitation of that blue pegasus and I got the feeling that she tried to be fearless and gruff to make up for the fact that she'll probably never fly on her own.

We had followed the fence in a south east direction, the lights of the large building ahead were glimpsed occasionally through the apple trees to our right. After some time the trees thinned and the large structure came into view. At the same time, the path we were on had ended at a much larger and well used dirt road in a T intersection. To the left and behind us a bit, I could just barely make out a couple of shimmering lights that must be the edge of Ponyville. Turning right, we took a track that ran straight towards what I could now see was a large barn sitting on a small rise ahead of us.

As we walked, the fence closed in tight and hemmed the the road on both sides while scattered apple trees and what looked like farm equipment in the pale moon's half colored light were visible on the other side of the fence. To the left the scattered trees were replaced with what looked like a small corn field to my eye, but it was hard to be sure in the dark. Directly ahead was an archway over the road where the two fences turned towards each other to come together. The archway had greenery growing on it's lattice work and a large wooden sign hanging from it that was unlit, making it hard to make out what was on it until we were underneath. It actually turned out to be an apple shaped hole carved in the sign with expert precision.

"There ya are!" Applejack said loudly in her distinctive accent as we crossed the open area beyond the gate and approached the barn. We had not gone to the large double door on the end, but rather a smaller one on the side. This door was a half door, the kind where you could open just the top if you wanted. Up close, the barn looked more like a very large red house than the storage area for hay and cows that I knew them to be. There were windows and planter boxes adorning the outside with bright light burning from inside. It looked welcoming and homey.

Applejack had opened both halves of the door and was standing there sporting a grin on her light orange colored face with a smattering of lighter hair on her cheeks in circles, reminiscent of freckles. Her blond mane was capped by a well worn and charismatic brown cowboy hat while her matching colored tail was kept tight by a red tie near the end. She had the look of someone who had spent many hours doing hard work. Under her short hair, I could tell that her body was lean and tone from exercise.

While Scootaloo asked her where Apple Bloom was, I took a moment to look at the mark on Applejack's flank. Three brilliant red apples looked to be painted on in such a way that they looked vibrant and real, unlike any body painting I've ever known. I couldn't tell if they were on her hair, or on her skin where no hair grew and I wanted to touch it to see, but thought that might be a bit weird.

"Come on in, folks. Mason, ya gotta meet Granny Smith. Ol' Big Mac has already turned in for the night and you can make yer acquaintances tomorra"

I followed the mare into the barn and entered in on a large and welcoming kitchen. Around the interior walls were sinks, stoves, pantries and pots and pans on racks that all looked well used and well loved. The center of the kitchen was dominated by a large wooden table with a few stray plates and dishes. Seated at this table, was what looked to be the oldest pony imaginable. Granny Smith.

She was a light green color with a snow white mane that had a few random hairs corkscrewing off in every direction. Around her neck was an orange kerchief that was dotted with apples and she sat hunched over in the way that only the truly old can accomplish. She looked to be 100 years old with a muzzle that was missing all of her teeth. Even though the old pony's orange rimmed eyes drooped with heavy age worn lids, her gaze was steady and clear as I approached the table.

"Well aintcha the most strangest lookin fella I dun ever saw..." she said in a shaky old woman's voice with a slight smile. "But if'n Applejack says yer welcome then so ya are, deary... so ya are no matter whatcha are!" Granny Smith finished pleasantly.

"Granny Smith, this is Mason. Mason, meet Granny Smith!" Applejack said proudly.

"Nice to meet you, ma'am" I said to the old pony, remembering my manners and wondering if I should bow or something...

"Weelll ordinarily we don't like those rocket scooters runnin in th' house, but since yer hurt an all.. just be mindful ya don't run any of us over!" Granny said pertly to me, referring to Scootaloo's two wheeled scooter I had commandeered. I had the impression she could get real ornery if she wanted to and decided right then and there to always be on my best behavior around her.

"Yes ma'am"

"And yer gonna halfta get some meat on yer bones... you don seem like ya kin lift a single apple barra..." she added, almost as if she forgot she was talking aloud.

"Yes ma'am"

"Ok, Granny... well I'm gonna show Mason to his room." Applejack jumped in much to my relief. "Come on, now! It's just upstairs"

I looked around and noticed Scootaloo had disappeared, probably to go find Apple Bloom. I was left to follow Applejack through the kitchen, through another great room and then to the foot of a stairway leading up. The interior throughout was made of walls with big barn "X" panels with a plain stained finish, giving it a very rustic look. I abandoned the scooter and began the climb. Applejack waited patiently for me as I gingerly moved up the steps although I found going up was a bit easier than going down had been at Twilight's house. I was also aware that my left foot was now very sore from pushing against the dirt during the journey here and I looked forward to getting some shoes tomorrow from Rarity.

The top of the stairs ended in a hallway that moved off to the left. There were doors, all the same kind of half door we had entered the house though, leading off either side as we moved down the hall and towards an open door at the end. One of the closed doors we passed by was marked by a large and colorful sign that said 'Apple Bloom's Room' in big cartoonish letters with colored hearts and diamonds drawn around it in various places. As we passed the door, I could hear girlish laughter faintly on the other side, indicating that this indeed is where Scootaloo had vanished. Applejack showed me where the bathroom was (although she called it "The Powder Room") and then we reached the door at the end of the hall.

" Alrighty, this is where you'll be stayin. It aint much, but you're more than welcome to it" She said humbly.

I moved into the room and gave a quick look around. It was sparse but contained everything you would need. A bed, lower than mine but about the same size, a low dresser with a mirror on top and a desk with a bench for a seat. On the desk was a lamp that was lighting the room in a warm, inviting glow through it's yellow shade. It was brighter than any candle I knew existed, yet I saw no cord for electricity. Must be some kind of magic, I thought, making a mental note to inspect it later. The pony was right, it wasn't much... but right now I was thankful for everything these ponies had done for me, and were continuing to do for me.

"Applejack... it's perfect. Thank you." my eyes surprised me by watering up on their own as I turned to say this to her. I quickly wiped them.

"Aww shucks, sugar cube." She said, rubbing the back of her neck with a hoof and looking a bit awkward. "It's the least we can do. You been through alot cuz of us... well because of Twilight anyways... but no matter, we're happy to help! You go on ahead and get settled in, although you might wanna wash up some. It's getting late, Big Mac n I'll be up early to start the day's chores. Now... I know yer on the mend, so you just take it easy till you get better. We'll find ya somthin to do to keep ya occupied, don't you worry."

With that Applejack turned and left, walking down the hall and back down the stairs leaving me alone for the first time since I'd woken up. Moving to the bed, I sat on the edge and found it soft and comfortable. It supported my weight well and was covered in a thick homemade quilt with patterns of apples, carrots and corn running in circles. Two pillows were at the head that looked soft and inviting. I really wanted to lay down, but knew that Applejack was probably right. I should wash up some first.

I sat in silence for a moment, letting the day's events wash over me. So much had happened I was at a loss for how to feel, my emotions jumping all over the place. One thing I do know, I was tired. In the silence of the room, I could hear faint conversation drifting down the hall. Not enough to make out the words, but enough to recognize the voices as belonging to Scootaloo and Apple Bloom. I briefly wondered if I would see Scootaloo again before I went to sleep.

Thinking about her brought a rush of desire to hold her close in this bed with me and experience more pleasures of being close to another body. Her scent was still in my nose and the tingling sensation of her tongue against mine was fresh in my memory, causing my heart to beat faster the more I thought about it. I my best to shake it off. We had made a deal to keep it secret, and seeking her out here would give us away in an instant. I was sure Apple Bloom would catch on quickly and wonder why I was hanging around her friend so much.

Feeling natures call, I got off the bed and moved down the hall towards the bathroom door. The lights had been doused, making the hallway dark and horizontal stripes of light emanated between the top and bottom half of three of the doors in the hall as light escaped between the two halves. I passed by Apple Bloom's room not hearing anything this time and entered the bathroom, shutting the door behind me. I was plunged into an inky darkness and found myself scraping the walls with my hand reflexively looking for a light switch. I didn't feel one and suddenly wondered if there even are light switches here. I opened the door again, letting the escaping light from Apple Bloom's door illuminate dimly the interior of the bathroom and confirmed that yes... there wasn't one.

"Shit..." I muttered to myself. How do I turn on the lights around here?

I stood still for a moment, my mind searching for a solution. I had a sudden instinct to just try willing my mind to make the lights come on. It wasn't my instinct... but a new inner voice I had never heard before that was my own, but not... like when you hear yourself on a recording. I waited a moment longer and the inner dialog started again. "Just wish it to turn on" my new not-me said. Given everything that had happened to me already, I didn't react with fear at this like a probably would have a week ago , but instead thought "What the hell, crazier stuff has happened today."

I shut the door and closed my eyes tight, imagining with all my mind the lights coming on. Instantly, a small pleasant tingle shot it way through my body from my toes to my head, making my hair feel like it was blown by a small breeze. It was gone just as fast as it came and when I relaxed my eyelids so they weren't clamped down, I could see light on the other side of them.

"No... fucking...way." I said aloud. Did I just use my mind to turn the light on?! Standing there motionless, I wondered quickly how many other things like that I could do in this world. I opened my eyes and sure enough, the hanging light fixture above was now burning brightly as surely as I had flipped a switch on a one hundred watt bulb. Glancing around, I saw a small bar of soap on the sink. I focused my mind on it and reached my hand out towards it, willing it to come to me.

I stood there for about 30 seconds before I began to feel stupid. Alas, the force wasn't with me.

The room was about the same as the one at Twilight's was with the exception of the tub being a huge claw foot tub instead of a wooden one. I moved to the sink and pushed the lever behind the facet a couple different ways to figure out how to get the water flowing. Using the bar of soap on the edge of the sink, I first washed my hands and arms before moving on to other parts. I gave my left foot a good scrubbing, washing the dirt off and exposing raw and red skin under the dirt.

After cleaning up as best I could, I dried and then turned to the grass box. I needed a complete emptying, not just a sink dangler this time and I really needed to figure out how this worked right here, right now. Removing my bottoms, I assumed the camping position and went about it, hoping that this worked the way I thought it did otherwise I was going to have an awkward mess to clean up. I don't know what happened behind, but in front a rainbow shimmering ripple appeared below me in the grass as I emptied my bladder. No trace of moisture or dampness remained thankfully. As things finished up, I was suddenly struck by panic when I realized there was one aspect of this whole thing missing.

I looked around desperately wondering how the hell these ponies went around without cleaning themselves! There was nothing I was willing to wipe with in the room so I squatted for a moment, feeling helpless. Soon my bad ankle wouldn't tolerate the squatting anymore but I didn't want to stand up and risk making a bigger mess. Taking a quick look behind me to make sure everything disappeared as I'd hoped it did, I pivoted and fell back on my rear.

Instantly, my eyes flew open wide and if my legs would have allowed it, I would have jumped up off the grass when the sensation of hundreds of little tiny scrubbing appendages rubbing and wiping against my skin began. It wasn't unpleasant, but it was a bit unsettling, especially considering the area where what I assumed were the blades of grass were stretching to reach! I clenched and waited for something to go wrong but nothing did. In fact, I began to feel clean down there. With a sudden understanding, I worked around to give the grass appendage things the access they needed. It was odd, but now at least I knew how this worked. I stood up and gave and experimental wiggle.. yep. All clean. After the day I was having, I was sure this wasn't going to be the only strange event I'd be going through.

Before opening the door, I put my hand on the lever and then shut my eyes tight again, willing the light off this time. I was immediately rewarded with that same tingling sensation. Opening my eyes, the light was indeed now off. I shook my head, who knew that going to the bathroom would be filled with so much wonder? The light shining between the upper and lower halves of Apple Bloom's door was still there. It was a good sized crack and I was feeling a bit sneaky so I decided to see if I could peep in on them. I moved quietly to the door and bent over, putting my eyes to the slot. Inside I could see a good bit of her room from wall to wall. Apple Bloom and Scootaloo were on their backs laying on the bed with their heads pointed towards the door. They both were holding what looked like books above them with their front hooves, reading.

I didn't stay long looking in on them, it was kind of creepy after all and I shuddered when I thought about Granny Smith catching me looking like this. Quietly, I moved down the hall and into my room. I closed the door behind me, moved to the bed, peeled back the comforter and began to undress. I pulled my shirt off and then stopped, realizing that I had no boxers or underwear here. It seemed wrong to sleep in the nude in a strange bed right away so I opted to leave the bottoms on.

The bed was immediately comfortable as I settled between the sheets. Looking over at the lamp, I tried the light trick again, this time without closing my eyes. The tingle came and went, and the light soundlessly went out. I wondered if this was normal... if this was how it really was supposed to work. I mean, I really hadn't seen another pony turn the lights on or off yet and vowed to pay closer attention in the days ahead about everyday things. I lay in the darkness and waited for my mind to begin the process of analyzing the day's events as it always did whenever anything exciting happened to me. But only Scootaloo surfaced. Her voice, her smell and the taste of her along with the feeling of warmth holding her close to me had brought. I started to think about what kinds of things we would do together... but didn't get far before I fell asleep.

___________________________________________________________

Oh my gosh... I'm gonna go CRAZY! Scootaloo thought to herself as her and and Apple Bloom read their favorite books on the bed. She couldn't focus on the words. Her eyes would scan the line, seeing what was there but her mind just wasn't processing the meaning. She was too preoccupied with Mason and how she wanted to go see him and talk and kiss some more, maybe even get in bed with him and snuggle. She wished she could tell her best friends about him, but she was afraid that Apple Bloom or Sweetie Belle would think it's weird. Even though the three of them had talked about colts and finding a special somepony... Mason wasn't a pony. They had been reading for a while now. Scootaloo just pretending to read. Both had heard Mason and Applejack talking and later heard Apple Jack and Granny Smith go to bed. It was late in the evening for the fillies.

"Hey, you alright?" Apple Bloom asked her, breaking her train of thought. She hadn't realized that she had let her hooves down, dropping the book to her chest and she was just staring at the ceiling.

"Haha... yeah... just tired after all that food Pinky Pie brought!"

"We'll I'm tuckered too, I think tomarra Applejack's gonna want lots of help showing Mason what to do so's we don't get behind in our chores."

"I'll help!" Scootaloo offered quickly, too quickly.

"Since when do ya wanna help with tha chores, Scootaloo?" Apple Bloom asked, her big eyes narrowing suspiciously.

"Ummm.. since always! I just never thought to ask, that all!" She hoped it was a convincing lie and gave her friend the biggest, cheesiest smile she could muster.

"Weeelllll I don't think Applejack will mind. The more the merrier, she's always sayin. Lets go to sleep then!" Apple Bloom yawned.

The two ponies rolled off the bed and put the books away and then crawled under the covers together. Apple Bloom's bed can and had fit all three crusaders from time to time so with only the two of them, there was a bit of room. After a round of good nights the light went out and Scootaloo lay for some time trying to go to sleep, Mason was all she could think about. Her mind kept turning over and over about what his kiss had made her feel like.

It had made her feel accepted and wanted in a way she never knew possible but also gave her a hyper-anxious feeling in her tummy... like lighting the fuse of a really big firebang does during the Poneyville foundation days festival. She wanted to do more, but was a little scared because it felt so much bigger than her. She had been powerless against the waves of emotions that had came when he kissed her and when she tried to imagine what would happen if Mason were to feel her teats or even go a bit lower, a wave of happy, panic-y flutters in her whole body would ignite.

Time passed as she daydreamed in the darkness about Mason. The young pony imagined all sorts of scenarios that led to the two of them alone and intimate, each one giving her a shiver of pleasant tingles when it got to anything involving touching or rubbing down there. She wondered what it would feel like to rut for the first time. Cheerilee had said in mating class that the first time would probably hurt but this didn't match up with what she heard from Cupid Splash, a filly who had already rutted with a colt from Cloudsdale. The crusaders had overheard her talking with friend Rosey Leaves about it not to long ago.

The three had sat in wide eyed stares as the two behind them talked on a bench in the town square, unaware they were being overheard by the girls. Cupid had gone on to describe the act in detail to her friend and there had been no mention of anything hurting... quite the opposite actually. Cupid had said that it felt like the best thing ever and couldn't wait to do it again. Particularly interesting to Scootaloo was the part at the end when she described the colt finishing, squirting stuff she had called 'cum' on her rump and tail from the end of his thing. They had all learned this part in school except it was called 'semen' and it was supposed to go inside you when they finished to make a foal... not on your tail. I wonder if Mason would do that too, she thought to herself and her whole body flushed with heat.

A noise from Big Mac's room next door brought her out of her thoughts. She thought it had been a low groaning sound, but couldn't be sure. Scootaloo waited in silence, her ears perked for it to come again. There. Yes... it had been something that sounded like a low moan. There was a quality to the sound that resonated somehow with the fiery desire that was already burning within her. It came again, slightly louder this time and the filly's curiosity was peaked. She gently slid out of the bed and moved to the door of Apple Bloom's room. Her friend's snores indicated she was out cold and probably wouldn't notice anyways. After slowly pulling the chain on the door, she gently nudged it open and moved into the hallway.

Only a single light was visible here, a flat horizontal stripe beaming out between the two halves of the door to Big Mac's room. Quietly, she tip toed down the hall and froze as the sound came again. It was Big Mac making that noise, alright. But why? As she got to the door, she could now hear a tiny squishing sound and hesitated before putting her eyes to the crack in the door. She felt naughty spying on Big Mac like this, but she was just SO curious as to what he was doing in there. Scootaloo lined her eyes up with the crack and looked in. She almost gave an audible gasp and had to cover her mouth with her hoof before it escaped and gave her away. Part of her knew this was wrong to see her friend's older brother like this and was repulsed, but another part of her, a larger part, wanted to watch... wanted to see.

The red stallion was laying in his large bed on his back with a couple pillows propping his upper body up, and he was rubbing himself! This was the first time Scootaloo had seen a stallion's thing in person and her eyes were riveted to it. Jutting up and out from between his back legs it was a massive shaft, pink at the bottom and molted with dark spots near the large, round, flattened end. Two globes lay at the bottom of it pulled tight against his body. She remembered from class those must be his balls and watched with frozen fascination as his hooves stroked up and down the length of the shaft. Man that thing is HUGE , she thought. How does that even fit??

Her own sex, already charged up with thoughts of Mason, now was on fire. The itching feeling she had in her room the other day was back and she squirmed around while trying to keep her eyes lined up with the slot. She couldn't reach her own fillyhood and still see in the slot because her leg was too short. It was agony, but she wanted to see what would happen next. Mac didn't disappoint her and she didn't have to wait long. His bottom half began to buck upwards in time with his strokes and his head pressed back into the pillows behind him.

She swore it even got bigger and turn dark red just before a gasp escaped from Mac's mouth and a large stream of white fluid shot from the end of the stallion's cock, arching up and then falling down to land just below his neck. She could see it stand out against the red hair in stark contrast before being joined by another glob of the stuff. He twitched and bucked on the bed several times as the stuff kept squirting out, his strokes getting slower and slower. Finally he stopped stroking all together and lay still, puddles of the stuff she figured must be 'cum' covering his belly.

Her eyes remained fixed on his member as she watched it slowly start shrinking up and retreating back into his belly. When it had mostly disappeared again, she decided she had pressed her luck enough and moved swiftly and silently back in to her friend's room. OMG! she kept thinking... I just watched him shoot cum! She was embarrassed, horny, and elated all at the same time.

It was a long time before she fell asleep that night.

Chapter 8

I woke up the next day slowly and peacefully. Swimming up from the black, into a grey haze and then finally to full consciousness. I had not noticed the window in my room last night so if it was open then or if someone... somepony... had opened it while I was asleep, I don't know. Either way, it now was the source of the gentle breeze that blew against my face and urged me awake. Opening my eyes, I saw the brilliant morning light streaming in from behind the curtains as they gently billowed out with the puffs of fresh air from that side of the room. Rolling over to my left side to avoid the light, I now faced the door and noticed it was open. Someone had been in this morning to check on me.

I was never a morning person to begin with, preferring to lounge about with my morning wood that I might or might not take care of. Regardless of being in a land of talking ponies, magic lights and grass that wiped your butt for you I wasn't about to change that easily. I lay, looking at the door and let my mind wander in the post sleep daze it was in. Predictably, my mind first thought of Scootaloo and wondered what she was up to. Was she still asleep? Or out running around with Apple Bloom already? I actually grew a bit nervous thinking about seeing her again. How should I act? Would she still feel the same way about me today? I mean.. why wouldn't she but still, it's not like I had much experience in this.

Then I thought about the lights last night. I could do magic! Sure it was just turning lights on and off again, but it was something no one could do at home! For the second time I wondered what other things like that existed in this world. I had failed at using the force... so moving things with my mind didn't seem to be an option. But there was a whole world of things to try out! For a while I just zoned out, imagining what other strange things awaited me here.

After a while, movement at the door caught my eye. Scootaloo's purple mane and orange face came into view around the door jamb, looking in at me. When our eyes met and she saw I was awake, she gave a quick look back before giving a devious grin. She quickly moved into the room and I barely had enough time to react and roll on my back before she jumped up on the bed and landed on me, giggling softly.

"You're awake! You're awake! You're awake!" she said in a soft but enthusiastic voice as she bounced on top of me with each set of words for emphasis, her four legs split two on either side. Then she dropped her head down and pressed her lips against mine in an eager kiss. Her lips already were parted and her tongue pressing out. I kissed her back, opening my own lips and letting our tongues greet each other. I brought one hand up to her face and the other up under her body to stroke the area just in front of her rear hip while we kissed. I found the hair there was soft and smooth. She didn't protest, just gave a slight noise in her throat so I decided to move my hand up under her and explore what was there. It was morning after all... I was always a bit randy in the mornings.

Keeping my palm flat against her, I slid it down through the crease formed by her rear right hip just in front of her leg and onto her underside. I really didn't know what to expect in that area, hell I didn't even know if this was a good place to touch or not but it felt right. As my hand slid under, she sucked in a deep breath through her nose and her eyes opened wide. My fingers felt the hair change in quality from short and straight to longer and more matted just before I felt a clear spot and hard bump. It felt like my nipples did when I was cold, but larger. Scootaloo gave a muffled "Mmmphh!" into our kiss and then jumped up and off of me to the other side of the bed. She was breathing heavy and her face looked flushed while she regarded me with wide purple rimmed eyes. I felt like maybe I had pushed my luck to far.

"I'm sorry... I shouldn't have..." I said quietly, sitting up.

"No. It just... it surprised me, that's all... really, heh heh." she answered, trying to inject that tough and unflappable personality into it. She arranged her face to normal as best she should before saying "Come on, I made Granny Smith save you breakfast!" She leaned in and gave me another quick kiss before hopping off the bed and trotting out the door. I sat for a moment, letting my body calm down before getting out of bed. As I stood up, I noticed that my right ankle felt much better today. The pain that had been there whenever I put weight on it was diminished greatly however now my left foot was singing a different note of pain. I sat back down and inspected the bottom to see several raw patches where the skin had been scrapped away by the repeated pushing against the dirt last night. Hopefully some shoes will arrive soon.

I found I was able to walk reasonably normal after putting my shirt on, however. I really didn't have to use the bathroom urgently yet but I was driven there anyways to experiment with the light trick again. After playing with the light for a few moments like a toddler who just discovered he can reach a light switch, I peed, watching the stream hit the grass and then disappear into a rainbow colored shimmer that rippled out in concentric waves wherever the stream hit. I then washed my hands and then moved down stairs.

The great room at the bottom was empty but I could hear Scootaloo talking in the kitchen. As I entered, I saw she was standing on a bench at the table talking to Apple Bloom who was seated across the table from her. Between them was a large pile of dark seeds, each about the size of my pinky nail gathered on a sheet. They appeared to be sorting through them, pulling out discolored ones from the pile and placing them in a pan. Watching over all this was Granny Smith, however her eyes appeared to be closed at the moment and her mouth was slack as if she had dozed off. The door to the outside was open wide, letting the fresh and warm air in along with the sounds of birds chattering away in the trees.

"Mason!" Apple Bloom squeaked. "Bout time ya lazy bones got outta bed! There's some food in the skillet on the stove Granny saved for ya!"

"Cool, thanks." I said appreciatively. Scootaloo's eyes kept darting to mine and then away, like she didn't want to get caught looking too much... or was it she was scared to look at me? I walked to the stove and lifted the lid on the skillet. 3 large potato pancakes were stacked in the skillet that looked delicious. I was relieved to see that whatever passed for breakfast around here, it consisted of familiar things. An empty clean plate was nearby so I transferred the cakes to that and looked around for a fork or something. I didn't see one. Behind me the two girls continued to chat away while sorting seeds and Granny continued to snooze. There was a pile of clean dishes set to dry on towels. Nothing resembling silverware here either. Plates, what looked like spatulas, a few pots, cups... I guess they don't use them. As a matter of fact, I don't remember any of the pony's using silverware last night either. I did take advantage of the cup however, and got some water from the tap.

I sat on the bench next to Scootaloo, putting the plate in a clear spot where the seeds had not covered yet. "What are you guys doing?" I asked as I picked up a cake and bit into the cool, soft texture. Up close, I recognized the seeds looked like apple seeds. Also up close, I could hear that Granny Smith was snoring lightly.

"Sortin' seeds!" Apple Bloom said happily. "Ya see, there are these lighter colored ones in here that wont grow so we halfta pull em out before we plant." she gestured to a shallow pan nearby that contained a number of tan and misshapen seeds. "Apple Jack thought it'd be a good chore for us cuz of yer foot and all. We can sit here all day!"

I nodded and gave a "that makes sense" expression while I chewed on my breakfast. All day was right, the pile of seeds was huge.

"Snappers and blash!" Granny Smith suddenly blurted out, causing both Apple Bloom and Scootaloo to howl with laughter. Her whole body twitched as her eyes opened, mouth smacking as if peanut butter were on the roof of it. She surveyed the room before saying "If'n it aitn't the human fella. Good morn', human fella." she said pleasantly enough. "There be grub in the skillet for ya" she said.

"Yes, Granny... and it's delicious thank you."

"I said THERE BE GRUB ON THE STOVE!" she said loudly.

I looked at Apple Bloom, wondering what to do now. She shrugged back at me and simply said "Ok Granny" without looking at the old pony.

"Well alright, I guess I be headin to mah chair now..." she trailed off. Granny Smith dismounted the bench she was on and walked on not so solid legs into the great room. I heard a creak, and then a slow and steady rocking sound on the hard wood floor.

"Granny sometimes forgets how ta hear" Apple Bloom said with a grin.

"Remember that time she was arguing with the tea kettle?!" Scootaloo asked, already giggling.

"Oh my word yes! She dun thought it was talkin sass to her and she bout knocked it off the stove with her mixin spoon!" Apple Bloom was now laughing freely.

"And then when your sister tried to tell Granny it was a kettle, Granny bonked Applejack on the head for arguing with her!"

Both girls were now laughing hard. I had to admit it was infectious and I found myself laughing with them. The situation did seem rather hilarious, if a bit alarming that Granny Smith was that far gone she was arguing with inanimate objects. I finished up my breakfast and gulped down the water. It was cold and fresh.

For the next couple of hours, the three of us sat, talked and sorted seeds. I found I was faster than the two girls were and I think it came down to the fingers. In the short time I had been here, I had already noticed that the ponies were amazingly dexterous with their hooves, beyond anything I could ever imagine a hoof could do. But there was no match for opposable thumbs when it came to fine delicate work like sorting small things, well maybe magic... but there was none going on here. Scootaloo had gone from a standing position to a sitting one early on and her tail would occasionally flip up and bush against my back secretively. More than once, I moved my knee over and bumped her hoof that was hanging over the edge of the bench under the table and out of sight of Apple Bloom. It became a hidden little game between us while we worked.

I had quickly grown a much larger pile of bad seeds than both the girls had combined. Both Apple Bloom and Scootaloo noticed and then tried to keep up. We soon were locked into a friendly game, racing to see who had more when the pile was gone, me or the two fillies. Working at a frantic pace, we chewed through the pile on the table quickly, much quicker than Apple Bloom thought it should take and by the end... The fingers won.

"Woah!" Apple Bloom remarked. "I ain't never seen anyone sort em that quick before! Even Aunt Apple Turnover prolly couldn't beat ya an she wins this every year at the Apple Family Gatherin'!"

"No kidding! What did you call them? Fingers?" Scootaloo said, taking my hand in her hooves and inspecting them. "What other cool things can they do?" She asked with a peculiar and sly smile on her face. I felt her tail bump my lower back again and my face got warm at her suggestiveness.

"I dunno.. I guess we'll have to see." I mumbled, feeling awkward.

"I'm gonna go get Applejack and tell er we're dun!" Apple Bloom said, moving to get off the bench.

"Tell me what now, surgar cube?" Applejack's voice came from the exterior door of the kitchen. She entered wearing the same hat as I saw last night, only now her mane was also tied up with red strips of cloth to keep it out of her face. She had a shine of sweat on her coat and a few small twigs and bits of leaves stuck to her in various places. Behind her was a larger red pony. It's look was much different than any pony I had seen before with a strong jaw line, larger mouth and a different build. It was stockier with a much wider build. It's mane and tail were the same light orange color of Applejack's coat and it also had the same distinctive light circular patches on it's cheeks as the mare did. Around it's neck was a massive yoke, intended to be hooked up to various carts and farm equipment to be pulled along behind.

"Oh, Mason... Ya haven't met Big Mac yet. Big Mac, this is Mason, the human I was tellin ya about." Applejack gestured to me. "This here's mah big brother, Mason. He don't say much, but he's as nice as can be."

"Eeeyyuup" Big Mac said in a deep voice and smiled. So that was it, I thought. Big Mac is the first male pony I've met. That's why he looks so different. He wasn't much taller than Applejack, but he was much more muscular. I noticed out of the right corner of my eye that Scootaloo had dropped her head and was intently studying the seeds in front of her. I gave her a little jab with my elbow, but she didn't look up. I also noticed her face was flushed again.

"Well we're ahlready dun with the seeds, Applejack! Ya won't believe how fast Mason was at it!" She reached over the table and slid my large pan full of the discolored seeds over so her sister could see. "He did this many and we're dun with tha pile!"

"Well, Gol-ly! Lookie there, Big Mac! Mason here might be able to give Aunt Apple Turnover a run fer her money!"

"Yeeuup!" he said.

"Well... I'm gonna run home now." Scootaloo said quickly and suddenly, standing up.

"Huh?" Apple Bloom said confused. "I thought you said you was gonna stay here again tonight?"

"Yeah... I was... and still might... I just... I need to go for a bit, I think I left a light on in my room."

"What in tarnation, girl. You feelin ahlright?" Applejack asked, noticing the strange way Scootaloo was acting. I was getting a bad feeling in the pit of my stomach. Was she being this way because of me? Because of what I did this morning upstairs? It didn't make sense because she had been playing around with me and seemed alright. But why else would she suddenly not want to be here? I was so confused, and I was confusing myself even more.

"Yeah, you alright?" I asked her.

She looked at me and said, "Yah! I'm fine.. really. I Just... I'll get my scooter later, Mason. See ya!" With that, she zoomed out the door.

"Now that was weird." Apple Bloom said.

"Yeeuup!"

_____________________________________________________________

The rest of the day passed with me hanging around Apple Bloom after Applejack showed us what needed to be done in the corn field. I had seen this field on the way in last night, but couldn't be sure then that it was, in fact, corn. Now I was chest deep in growing corn stalks, searching for dead or eaten leaves. The wrap that Fluttershy had given my right foot had become soiled instantly after walking in the soft, rock free dirt under the stalks and I knew I would have to abandon it after this. My other foot, raw and hurting from last night was actually enjoying this soft surface so I worked happily on it, inspecting the stalks and removing the leaves as I found them, placing them in a sack around my neck.

"I sure hope Scooaloo's alright. She's been actin funny the last few days." Apple Bloom said out of the blue, standing up on her hind legs to grasp a leaf in her muzzle, yanking it free. We were working in rows next to each other, moving down them at the same time.

"I guess I wouldn't know the difference..." I said. Trying to act as if I knew nothing about her orange friend and inspecting a leaf closely.

"Nah, I guess ya wouldn't. But she's been kinda quiet lately. Like she has a head full-a thoughts that she can't quite think through."

"No clue what about?"

"It's kinda hard ta tell, sometimes. She... She ain't had a good home, ya know? That's gotta make a pony think a lot and she can get funny sometimes bout it"

"Yeah, she told me about her brother... and her parents."

"She told ya about all that?!" Apple Bloom asked, her face coming around the stalk between us with a surprised look on her face.

"Yeah"

"That's like the one thing she don't ever like to tell nopony unless she likes em a lot! She'd rather talk about her wings!" she said, shaking her head and fixing me with a now impressed look.

"You musta dun something to make her like you bunches. I'm jealous! It took ages for me n Sweetie to get it out of her an we're like her best friends!" Her eyes then squinted and her brow came together in an angry but cute expression. "Oooo! I just get so darn mad when I think about it. How kin ya just forget ya got a filly to take care of!" she gestured.

"Why doesn't she just move in with you?"

"Ya don't think we offered! She don't wanna be a burden, she says, and besides... she don't like doin the chores"

"Oh"

"We always tell her that she just needs ta not worry bout it. She's got us'n that's all she'll ever need!"

"But she's never taken you up on it?"

"Naw, she's a stubborn filly..."

"Really?"

"Scootaloo won't ever say, but she's sure lonely in that house all by herself. It makes me sad sometimes when I get to thinkin bout it" Apple Bloom shook her head sadly, then resumed picking at the leaves. I followed suit and we moved together down the rows. A few stalks later, Apple Bloom said "Mason, you can't be tellin her I told ya that. She gets mighty worked up when she thinks people are treating her special."

"Sure, Apple Bloom. I won't say anything... I promise." I meant it.

I was lost in thought for a while after that. Scootaloo was a pony with some sad circumstances around her and my affection for her only made it more painful for me. She started out different than her peers and had to over come that. But then this business with her brother and her parents added more difficulty to her life. There were girls like her back home, girls that had troubled lives that caused them act up and act out. They always seemed to be the ones who got in trouble, and I always heard that it was because no one understands them. Did Scootaloo just want somepony to understand her?

This also made me think that I really didn't know a whole lot about her. I mean... She and I had talked quite a bit, and both shared stuff about us that was personal. But it's not like I knew her for a long time. It's like her and I just attracted each other like magnets and now I've got to figure out what to do about it so I don't make a wrong move with her. This thought process also made me think that Scootaloo might be feeling the same about me.

We finished up the row and began down the next set. We only made it about a quarter of the way down when close by and hidden in the rows we heard a loud but high pitched voice yell "APPLE BLOOM!" then I heard an "OOF!" and a crash next to me. When I looked around a stalk into Apple Bloom's row, I saw Sweetie Belle had tackled her friend and was now standing proudly above her looking down. "Gotcha!" she cried happily.

______________________________________________________

Rarity, Fluttershy, Twilight Sparkle and Sweetie Belle had all arrived at Sweet Apple Acres that afternoon to check up on me and Rarity also had brought me more clothes as well. Among them was finally some shoes! They were made of tough leather straps and a thick, cork-like bottom. All in all they resembled what I saw in history class about roman boots and what they looked like back in the old days. The pair was expertly crafted and looked amazing. We gathered in the barn's kitchen and I let Fluttershy remove the now soiled bandage. She scolded me the whole time, making me feel guilty while the other ponies looked on. Then I washed my feet before trying the shoes on.

"Rarity! I don't know how to thank you!" I said genuinely grateful. "They're amazing!" The really were. They fit perfectly and were more comfortable than any pair of shoes I had owned before. The bottoms were tough but gave with my weight.

"Oh, it was nothing, really... Just a few scraps I had laying around the shop." She said in a matter of fact tone.

"I even helped!" Sweetie Belle hopped up and down next to her big sister. "See? Look at the ends of the straps!"

I did. On close inspection, I saw that the end of each of the two straps that tightened the shoes were 3 letters stamped into the leather. "CMC"

"CMC?" I asked her?

"CUTIE MARK CRUSADERS!" Sweetie Belle and Apple Bloom said in loud unison.

I smiled at them and thanked Sweetie for her addition.

"How are you doing today, Mason?" Twilight asked me. "Anything strange happen that I should know about?"

"Well..." I thought for a moment about how the whole grass box worked, but decided that was a little personal. "Lights" I said plainly.

"Lights?" she asked.

"I can turn lights on and off with my mind." I said it flatly, realizing how weird it was to say out loud.

All the ponies gathered looked at each other with a puzzled expression. I felt sick to my stomach. Would they believe me?

"Uh... sugar cube.... how else ya supposed to turn em off and on?" Applejack said with a now amused and humoring look on her face. Sweetie Belle and Apple Bloom snickered.

"Aww, Mason... don't listen to them" Twilight gave the two fillies a dark look. "I'm sure there's plenty things that don't work the same way here. It wasn't your mind, Mason it must be the magic that is now a part of you letting you interact with things the same way we do."

"Ahh... " I said dumbly. At this point I figured the gloves were off so I went for it. "Same with the box of grass in the bathroom?"

Everypony looked at each other again, this time with embarrassment.

"Well... you learn about that when you get out of diapers..." Twilight said, not meeting my eyes.

"I learned it last night, thank you very much. Quite the eye opener...."

"Sorry. I... Guess teaching you things like that slipped my mind." The purple mare looked uncomfortable.

"What do the humans... um... use?" Apple Bloom asked in pure innocent curiosity.

I explained to them all the concept of a toilet. And toilet paper. They listened with rapt wonder as I described how the mechanics of the seat, water and flushing did their thing. The idea of plumbing wasn't new, they had sinks and facets after all. It was the idea that you had to manually clean up that was the kicker for them.

"Eeewww!" Sweetie Belle said. "That's gross!"

"Thank goodness we live in a civilized society here" Rarity said with pride. "And speaking of civilized, I've brought you more clothing so when those get dirty you can wash them. Wouldn't want you to wander around smelling like a dirty cape now, would we?"

She had fashioned three more pairs of pants and shirts. All colorful (and complimentary, according to her) and looked to be made with equal skill as the shoes. I took these and stowed them upstairs in my room while the ponies talked. I passed Granny Smith on the way through the great room. She was out cold with her front hooves on the floor in front of the chair.

When I returned, the group that had visited as well as Applejack and Apple Bloom were now seated around the large table, leaving a space for me. After sitting down, Twilight turned to me and said "Mason, I've told Princess Celestia about you and she wants to meet you tomorrow. She wants to come here to Sweet Apple Acres."

"Say WHAT?" Applejack looked shocked.

"Relax, Applejack." Twilight soothed. "You don't have to make a big deal out of it, remember?"

"Twilight... You know I get uncomfortable 'round royalty."

"You don't get uncomfortable around me..." Twilight said to her friend.

"Ah.. come on sugar cube... ya know that's different..."

"I'm sorry... I don't know any of this. Who's Celestia? And you're royalty, Twilight? Does that mean the same thing as it does in my world?" I asked.

____________________________________________________________

It was late afternoon by the time Twilight, Fluttershy, Rarity and Sweetie Belle left the farm. The last few hours had been filled with Twilight and her friends telling me about Canterlot, Alicorns, Twilight becoming an Alicorn and also of some psychotic pony named Princess Luna who was Celestia's sister but also had been called Nightmare Moon. I hadn't noticed Twilight's wings until now. Perhaps it was because she kept them partially hidden by her mane, or she kept them tucked tightly to her, but when she stretched them out to show me... they were an impressive sight.

Princess Celestia wanted to meet me in person tomorrow, according to Twilight. She was, after all, Twilight's mentor and by all accounts a very wise and powerful Alicorn. Hell, she even made the sun rise here so that had to count for something, I guess. I was told to not be nervous or scared. Celestia was incredibly nice.

Applejack then took me on a tour of the farm in the late afternoon's light. She said she needed to get up and move about after all that sitting and I didn't mind. The shoes Rarity had brought allowed me to walk almost normally again because they were so comfortable. As we walked, she took great pride in showing me the trees and explaining how apple bucking worked. I watched in amazement at how she reared up her back legs and kicked a large tree so hard it shook violently. Nothing much fell out except a very surprised squirrel because the apples weren't ready to let go yet, Applejack pointed out, but they will soon.

"Jeeze... I don't think I can kick a tree that hard, Applejack." I said. "We have machines that get the apples out of the trees back home."

"Ha!" She cried "Don't you think for a second you're gettin out the apple harvest that easy! There's all kinds a work to be done sortin after me n Big Mac get em all down."

"I'll take your word for it" I replied with a smile. I was beginning to like Applejack a lot. She had a personality that was trustworthy and honest.

We came to the eastern edge of the farm where the white, three board fence marked the end of the property and looked out. Nearby, a small river flowed south and on the other side I could see a few scattered dwellings dotting the landscape. Beyond them and in the far distance, the edge of a thick forest could be seen.

"What's that over there?" I asked, pointing to the distant treeline.

"Well that's the Everfree forest. Fluttershy lives a way out over yonder too... and I think Apple Bloom's friend Scootaloo does also in them houses just on the other side of the river. Never seems to take that filly very long to get here, anyways." I wondered if I could tell what house was hers if I went over there.

"Well, lets head on back. I'm sure Granny Smith'l have supper bout ready and it's gonna be a big day tomorra with Celestia and all."

"What do you think Celestia will say when she sees me?" I asked her, admittedly a bit scared of meeting someone who has been describes as so important.

"Don't you fret about it, now. Celestia is a wise and powerful one. Heck! She might even have an idea of how to go about gettin ya home!"

Chapter 9

Night had fallen and Scootaloo was home alone again. Only now there was a terrible loneliness that was driving her crazy. She didn't like to cry. Rainbow Dash didn't cry, she just kicked whatever was making her feel bad right in the teeth and never looked back. She wanted to be like her so badly... but she couldn't. Tears had occasionally leaked out of her eyes as she lay on her bed and she fought them off each time. But each time was getting harder.

She had run out of the barn earlier because she couldn't deal with being around Big Mac yet. After seeing him do something like that, all she could think about was that gasp he made and how he twitched on his bed while that stuff came out of him. She knew she had seen something private that wasn't supposed to be shared with anypony but a special somepony. So when he came walking in the kitchen, she couldn't even look him in the eye. Worse, she kept wondering if Mason did that when he was by himself too. It didn't help calm her down any.

Scootaloo was lost in a mix of emotions that she had never even dreamed existed and they all seemed to be swirling around her. At the center of it, was her own fear of looking stupid or incapable in front of somepony. She knew she wanted to explore sex, to let somepony special touch her. In fact she'd been thinking about it a lot since her first estrus. It had woken something inside her that felt like a naughty version of herself that had been silent up until then, always whispering thoughts and ideas no self respecting filly would talk about.

This new Scootaloo also had taken over a larger part of her thinking ever since she first put her eyes on Mason. He wasn't even a pony yet she found herself drawn to him instantly. Heck, she had even come home and touched herself thinking about him and that was something she'd never done before. It was lucky, she guessed that he turned out to be pretty cool and liked her back once he got all better, but she still can't believe that she had gone as far as she had with him in such a short time... and that she wanted to go farther. The new part of Scootaloo was driving her towards it.

Her fear came roaring back at the thought of actually doing it with him. What was she supposed to do? What if she was terrible at it? What if she hurt him somehow? Would he laugh at her? What if he didn't like her after because she was so bad at it? What if something was wrong with that part of her body too... just like her wings? All of these doubts repeated themselves and she was reminded of how she jumped away when he had touched her teat this morning. She had wanted him to... but she was too scared to give in and let it go because of these same doubts. The look on his face when he thought she was rejecting him made her suddenly begin crying, for real this time.

She wept for a while. Out of frustration at herself and at the situation. While she cried, she hated herself for being weak and stupid... and that made her cry more. Time passed and she slowly regained control. She thought about what Rainbow Dash would do. Rainbow wouldn't care if she looked dumb. She would try her best anyways because at least she could say she tried! Maybe she should just be like her now...

The front door closed loudly in the quiet, empty house and it brought her attention back to the present. She heard the voice of her parents in the main room and it brought a dark and sinister fear at what they might do if they found her crying. The last time she had cried in front of them it was because she had tried to jump off the roof to fly a long time ago, when they were home and before her brother disappeared. She had hurt her leg landing hard and they had come outside to see what had happened. Her dad had laughed at her first, and then scolded her for being so stupid. Didn't she know she wasn't going to fly like her big brother could? He was going to be in the Wonderbolts someday... and she was just going to be a stupid land pony with those little stubby baby wings. He had hit her, then. Not hard, but enough that she never cried again in front of him.

Scootaloo wiped her eyes and dried them on her pillowcase. Taking a few deep breaths, she got off her bed and moved to open the door. On the other side, she could hear the funny speech her dad had whenever they showed up and things were really bad. Like he had marbles in his mouth or something. "Oh man... not now..." She said to herself softly before reaching for the lever on the door. She knew it was no good to hide. They would come find her eventually and start telling her what she was going to hear anyways. Sometimes they didn't, at least when they were quiet. But when he was loud and slurring like this...

"Hi mom... Hi dad." she said cautiously with a fake smile as she entered the main room.

"Well.. if it ishn't my chain to the land, Schootaloo!" her dad regarded her with disdain.

"Yep.. ha ha... that's me..." she said, looking down at the floor.

Her father was a large orange pegasus with the same purple mane and tail she had. His face had two wide set eyes that were sunken in and hollow below the disheveled mane that was matted and looked like it was in need of a wash. His eyes swam in his head as he tried to focus on the little filly. Her mother, a dark blue pegasus with a silver mane was already flopped into a chair, legs sprawled and pretending she didn't see or hear anything, including her daughter.

"Ramind me... Schootaloo... Why I have to keep coming down to these... LAND poniesh... Ohhhh thasss right. Cuzz my only remaining.... THING.... can't... fly. You can't GO where we're supozed to be. You... you..." he trailed off, trying to focus on her enough.

Scootaloo stood there, looking at the floor and taking her father's verbal lashing like she always did in silence. It was her fault that they couldn't live in Cloudsdale, after all. It wasn't safe for her to be up there unless she was tethered to a pegasus all the time. Once, when she was a foal she had fallen out of her crib and landed on the cloud floor of the room she was in. Because her wings weren't formed right, the part of her that was magic allowing pegasus to walk on them wasn't right either. She began to slowly sink into the cloud and had her mother not walked in at the last minute... she would have plummeted to the ground far below.

They took her to a doctor and after several tests they confirmed that yes, Scootaloo would never be able to live in the clouds with the other Pegasus. Her father had been devastated. Not for her, but for himself. He considered Pegasus and Cloudsdale the peak of society and shunned unicorns and land ponies. He thought they were below him and hated anything to do with them. Any pony that couldn't fly wasn't a pony worth talking to was his motto and he held fast to it. In his late teens, he had been a member of the Wonderbolts himself, and one of the best ever. Now he had sired a foal that couldn't fly and he couldn't justify the two. An offer came from Princess Celestia herself to cast a spell on Scootaloo that would allow her to at least walk amongst the clouds safely, but her father refused. He would not stoop to accepting charity from some high and mighty mixed blood alicorn.

He blamed the tiny foal Scootaloo for this turn of events and thought himself to be a suffering martyr. The only bright spot in his life was his first born, Quickfire. He was a competitive and edgy young pegasus who had taken after his father in their dislike for the land dwellers. In fact, he was already being watched by the Wonderbolts when the news came from the mayor that they were being asked, for the safety of their new foal, to move down to the land. Her father had fought it, hard, but the mayor would have nothing of it. It was for Scootaloo's own good and safety, and that's what mattered. He had already talked to the mayor of Ponyville and he had agreed to let them have any vacant building immediately, No bits required.

To minimize their dealings with the land ponies, her father had selected a house outside of Ponyville to the south, just across the river from a large apple farm. They still spent most of their time in Cloudsdale, however, leaving the young foal to fend for herself, setting up overlapping daycare, nurses and schooling. The land ponies seemed to take her in and they were a soft bunch, her father had thought. Always willing to help out those around them. The years passed and Scootaloo became a young filly, spending her time with her land pony friends and families while her father, mother and brother would disappear for days up to Cloudsdale and stay with her uncle.

Then, Quickfire disappeared. No one was sure exactly why he went into the Everfree forest. His friends up in Cloudsdale said it was because he was looking for a special flower for a girl he liked. Others said it was because a Wonderbolt had dared him to seek out a dragon's gem in order to join. Whatever the reason... he never returned. After two days, a pegasus search party was sent and her father was leading it. For days, far and wide they scoured the land looking for any sign of the missing pegasus. None was ever found. Eventually the mayor declined to send the search team out and declared Quickfire dead. Her father was destroyed. He asked the mayor to be allowed to move back to Cloudsdale, it was denied.

His life now in ruins, he took his anger and frustration out on Scootaloo every time he saw her. She was nothing but a marker of exactly where his proud and glorious pegasus life had ended.

The insults continued for a while, the same thing as always about how she ruined his life. She had heard this so often now that she believed it. Especially since she had no frame of reference. It ended as it always did. A statement about how the only reason he keeps coming here is to keep the house up and stocked with food so he doesn't get thrown in jail for filly abuse. With that, he collapsed on the couch and ignored her.

She turned, keeping her head down and moved back to her room, shutting the door behind her. She stood and sighed as the feelings of being inadequate and worthless washed over her. This was an emotion she was used to dealing with under normal circumstances but today was not a normal day. She had already been on the verge of an emotional breakdown and now she had just gotten the ol' one two punch from her dad. She wanted to curl up and die. Or... curl up with the only pony who wasn't a pony that made her feel the exact opposite. Mason. She needed to feel wanted and accepted now, more than ever.

Chapter 10

Author's Note

WARNING: This chapter contains graphic sexual content between the MC and Scootaloo.

If you're offended by this, please stop reading. :scootangel:

Chapter 10

Dinner had consisted of a corn casserole that Granny Smith had somehow managed to whip up between sleeping in her chair and sleeping at the table by the time Applejack and I had returned from the walk around the farm. Big Mac and Applejack talked about what they needed to do around the place to spruce up things ahead of Celestia's visit while I ate in silence watching the sky turn from dark blue to black out the window. Just before sitting down, I had mentioned to Applejack that eating with my mouth was hard and needed a tool. So, after a quick description, she had snapped the wooden handle down on a small wooden mixing spoon that Granny never used. It fit perfectly in my hand and became my own.

When Applejack had suggested that Celestia might be able to send me home earlier than Twilight's prediction, I felt a reluctance welling up at the idea of leaving here. My entire memory now consisted of two halves, before this place and now. The transition between them was like stepping out of a dark and dreary black and white movie filled with brooding characters and into a colorful cartoon filled with wonderful personalities and limitless possibilities. The idea of reversing that transition wasn't sitting well with me now that I was faced with it. I also was concerned about Scootaloo. I was convinced her erratic behavior this morning had something to do with me and I wished I could find her to talk about it.

I helped clean up a bit around the kitchen before deciding I should shower and head for bed. Thankfully, the shower worked much the same as they did at home so there was nothing remarkable about the experience. It felt wonderful to get clean again. I realized that I hadn't had a shower in a number of days now and scrubbed extra hard to make up for it. Clean and dry, I wrapped a towel around me and went to my room, closing the door. One of the pairs of clothes Rarity had brought me was similar to the lightweight bottoms I wore yesterday. They seemed like they would make a good pair of pajama bottoms, so I donned these and crawled in bed, dousing the light... but no sleep came.

I was having an internal argument with myself over what I would do if tomorrow a portal home was opened. Two sides warred back and forth throwing logic and reason against emotion and desire. I wasn't ready to say goodby to this place, especially Scootaloo. After Apple Bloom's comments today, I couldn't leave Scootaloo alone like that. She had confessed that me not being around anymore would break her heart and even though she knew it might happen anyways, she gave herself to me because we had time to figure it out. If that time was taken away... I wasn't good enough at relationships to know exactly what she needed, but me disappearing like that didn't seem like it would help her at all.

Eventually, the argument calmed. I was left with a desire to be someone... somepony... that Scootaloo could count on as I fell asleep.

___________________________________________________

The bed moving is what woke me up. I came awake with the feeling of a body next to me under the covers, pressing into my left side and a warm pony arm laying over my chest. Stirring quickly, l opened my eyes. The moon was shining through the thin curtains of the room, casting it's pale light around enough to see the purple mane of Scootaloo. Her face was pressed against my shoulder. She was in bed with me?! How did she get here? What about getting caught?

"Hey..." I said thickly, and moved my right hand over my body to touch her head.

"Mason..." she said and clutched me tight. There was something about her tense response and body language that signaled something was wrong even through the last vestiges of sleep clouding my mind. I could feel her along the length of my torso, one back leg of hers was also thrown over my knees. She was trembling.

"Scoot... you ok?" I asked. I rotated to face her and now her muzzle was at my neck which she burrowed into. I hugged her close to my chest and her body pressed against me, seeking to be held tighter and she lay wrapped in my arms for a while, not saying anything. I was more than happy to have her here, enjoying this feeling of another body pressed against me, so I didn't ask again for some time.

"Scoot?..."

Without warning, she suddenly broke into a sobbing cry. It was a different out pour of emotion than the one I had seen last night. This seemed like a complete release of whatever had built up behind the dam of her emotional wall and it came rushing out with such intensity that it caught me off guard. I held her tight against me as her body shook with chuffs and hitches, her tears quickly dampened my shoulder and the bed below. I tried my best to muffle her sobs with my neck, but they were still loud enough that I knew she was beyond any point of caring if she was found here with me. I had no idea what I could say or do to make her stop, or even what had brought this on.

"What's going on... hey...." I whispered to her.

"I feel better with you, please... just... let..." was all she said between sobs. It didn't make sense.

"Just what?"

She didn't say anything for a few moments. When the worst of the sobbing had passed, she continued.

"Just let me feel like you want me... make me feel like I'm wanted." she gave a another barking sob at the end.

"What are you..." I trailed off. A few pieces of the puzzle came together before I could finish. Things Apple Bloom has said, her wings and not being able to fly, her parents not being around. She was always feeling like an outsider compared to everyone else.

"I do want you, Scoot... exactly like you are..." I gave her a squeeze.

"You don't even know what I am..."

"What do you mean? Your a pony..."

"No!" she said loudly. If this kept up I was sure Apple Bloom or somepony would wake up and wonder what all the noise was. "No pony knows me! NO pony understands..." she let out a few more sobs now.

"Then help me understand..." it was all I could think to say.

She got her crying under control again before she answered. "You wouldn't like me anymore if I did..."

I didn't say anything for a moment, trying to comprehend what was happening here. "Well... how can I really be with you if I don't know?" I asked finally.

She brought her head up from my neck and now looked at me in the dark. I could see the moonlight window behind me reflected in the dark pools of her eyes.

"Promise me something..." she said

"Ok..."

"You can't tell anypony about this, ok? Ever... 'cause... I've never told anypony..."

"I promise, Scoot."

She took a deep breath and let it out.

_____________________________________________________________

She was crying again by the time she finished telling me in a soft voice about her father and mother. About how her father's routine was to come down from Cloudsdale to stock the house with food and supplies... and what kind of things he said to her whenever he had the chance. About how he hated land ponies and about how he never wanted to be seen in public with her. Nopony knew about it, she told me... not even Apple Bloom and Sweetie Belle.

Scootaloo had made an elaborate lie to cover it all up and hide the pain that her father's words caused her. She had told everypony that she never saw them... but truth was she saw them a few times each moon cycle. She had also told everypony here that the reason they didn't live in Cloudsdale was because moving here was her father's idea and this was also a lie.

She blamed herself for her father's anger. After all.. because she couldn't fly or live in Cloudsdale, everything that has happened stemmed from there, even her brother's disappearance. Her father had always told her if he wasn't distracted with having to come down to Ponyville all the time, he could have kept better tabs on Quickfire.

I lay next to her stunned. A fiery anger had kindled in me at her father, but was tempered by a tender pain for Scootaloo. She had been made to feel like a burden and a weight all her life, by the sounds of it. No wonder she never took the Apple family's offer.. she already feels like she's enough of a burden on people.

She had stopped talking now, and was laying next to me on her side, her head sharing my pillow and occasionally giving a sniff. My right hand was on her side just below her wing, slowly rubbing my thumb around in circles in her hair while I tried to think of the right words. My left hand, between us, found her hoof and I held it.

"Your dads a real asshole." I said plainly.

Scootaloo actually gave a chuckle. "What's an asshole?" she asked with a half smile.

"Ehh.. someone who goes out of their way to make other people feel bad." I dodged.

"Oh... yeah..."

"Scoot... what he says isn't true. None of that is your fault. You couldn't help be born the way you are... and he's messed up for making you think that."

"But it is my fault..." she said miserably.

"No.. Scoot... You can't think that. You had no control over what happened when you were a tiny foal..."

"It doesn't matter. What matters is I'm the reason why my family is ruined."

"Your family is ruined because your father's a jerk! It's real easy for him to blame somepony like you because he can't deal with the way things worked out. You had nothing to do with your brother going missing! If they spent all that time in Cloudsdale then why didn't they keep a better eye on him in the first place? You were out doing something with your friends, just being a normal girl...er filly. How is that wrong? It's his fault for being the way he is about all of this but he too much of a coward to admit it!"

She didn't say anything again but just looked at my chest. We just lay there together for a while, me wondering what in the hell could posses someone.. somepony to treat their daughter like that. I've never really been a tough guy type... but her father was someone who I wished would get a visit from one.

"Mason... do you still like me now?" Scootaloo asked in the dark suddenly.

"What? What are you talking about, Scoot? Of course I do... even more now. It took a lot for you to share that."

"Even though I'm not good enough to be in Cloudsdale?"

"I don't even know what Cloudsdale looks like... let alone if I care about who's there or not."

Scootaloo went back to being silent for a moment. Then she pressed her muzzle into me and rubbed it against my chin. "I feel better... like... saying that stuff made it not hurt as much inside. You promise you won't tell anyone, right?"

I paused for the briefest of moments. If I really wanted to stay here and have this relationship with her... I would have to tell someone... somepony eventually. "Scoot... I promise. But you gotta promise me something."

"Huh?" She brought her face up to look at me in the semi light of the room.

"You gotta promise to come find me next time he's home instead of staying there with him... he's a bad pony, Scoot... noone... nopony should have to deal with that kind of stuff. Especially when there's so many ponies... and me... who care about you."

"I will." she said

She slid her face forward on the pillow and nuzzled me before pressing her lips against mine. It started out as a hard pressing closed mouth kiss, but she suddenly kicked her legs out and slid them under and over me, wrapping around my body with all four of them in a tight clutch. Her mouth opened and I followed suit, bringing my arms around her too. We were in a tight, warm embrace along our whole bodies. The first time I had ever experienced such a feeling and it was wonderful. I wanted to be with this pony now more than ever. I wanted to be there for her and make her feel wanted whenever she needed it.

We kissed passionately, our breathing became heavy and my heart was pounding. The heat coming from her body was soaking into me and fueling the fire that was stoked below my waist. As our tongues circled and caressed, she began swiveling her bottom hips against me, the notch of her under belly between her rear legs was pressed tightly against my crotch and I knew she could feel the stiffness against her. I ground back, wanting to increase the pleasure I was feeling.

Her wings that were usually folded and relaxed against her back were now pressing against my arms as I held her. I could feel them wanting to stiffen and flex as she began to whimper slightly into our kiss. Sliding my hand down her side towards her flank, her one wing that was now free stretched out. She gave a sharp intake of breath as it did. I pulled back when she did, breaking the kiss.

"Are you ok?"

"Yeah..." she breathed "That just...felt good"

"Then... what about this?" I asked with a little smirk. Bringing my trembling hand up from her flank under the quilt, I touched the main joint where her little wing joined her body and began to caress gently outwards along it, moving with the direction of the small feathers that grew there. She sighed and pressed her face into my neck while I continued to explore, tracing my fingers along the stiff ridges. Her small moans and whimpers told me that whatever I was doing was good so I kept it up for a bit. My arm got tired, however, from being raised so set it back down on her rump and squeezed my hand against it, pressing her lower half against mine.

"Mason..." she sighed.

"Yeah?"

"I... I don't know what to do" she said in a small voice.

"You mean... right now?"

"I've never... you know..."

"I haven't either" I said, smiling at her in the dark and understanding what she meant.

"I don't want you to not like me because... because I might mess up or something"

"That's the last thing I'd ever do." I whispered in her ear as I held her tight against me again.

Scootaloo sighed and pressed into me. We did nothing but lay there for a while, feeling our hearts both racing against the others body. Under the quilt it had grown very warm. I was beginning to sweat a little and I could feel her hair was getting damp too. My mind was racing at the thought that her and I were exploring new territory for both of us and my whole body seemed to vibrate with excitement. I could feel the light bottoms I was wearing had gotten wet at the front from my anticipation.

I started stroking her flank, running my hand from her midsection down to her leg that was draped over me. She responded by pulling the lower set of legs from under me and rolling slightly away so she was almost on her back now.

"I'm all fluttery inside.." she whispered.

"Me too."

"Can you... touch me like you did before? You know.. like this morning?" she asked in a hesitant voice.

"You sure?"

"Yeah... I want you too..."

I leaned over her and pressed my lips against hers in a light kiss. Using my right hand to push the quilt off of us, I placed it on her stomach, rubbing in circles. I could feel her trembling as I came around in a large arc, bringing it into that matted area just below her stomach that I had felt this morning. There was the bump. That large nipple like thing I had felt just before she had jumped away from me. This time, she whimpered and wrapped her front hooves around my neck, kissing me harder and encouraged me to keep going.

Flattening my hand out, I could feel there was another one of those nubs nearby my pinky. I started rubbing the soft warm area between her back legs where they were, feeling them rolling against my palm. Scootaloo began to writhe a little, pushing her lower half up to meet my hand. Then she broke the kiss, gasping for air.

"Ah... that feels... good"

My cock desperately wanted attention, but she was the one who needed this right now, I didn't mind.

She was sighing and whimpering openly. I had changed to rubbing each nipple in turn while giving them an occasional pinch. After several turns with each nub, a scent hit my nose that ran like a lightening bolt straight to my brain. It was a musky, sweet smell. Both pungent and intoxicating at the same time.. it was coming from her. It was the scent of her excitement.

"Please..." she begged and arched her lower half up hard against my hand, trying to get me to touch lower.

I slid my hand down below the nubs at her lower belly between her back legs, feeling her body begin to curve down towards the bed. Her legs relaxed and opened for me, inviting me into the matted, damp patch of longer hair below that teased through my fingers. She tensed up and trembled, letting out a "nnnnhhhh" when my fingers slid over a fleshy ridge and then onto a hot, wet fold of flesh surrounded by wet,slick hairs. I was feeling her most private area... and I was feeling one myself for the first time. The thought caused my cock to twitch and jump again.

"Ahhh" she squeaked when I began to explore this area. I ran a finger along the outside of the fold, tracing it's shape and getting to know it. It was very slippery-wet, coating my finger with her juices. The part closest to her belly had a large bump inside it that caused her back legs to jerk and twitch when I rubbed it. Using the knowledge gained from the hours of porn I had watched at home, I figured this must be her clit... and it was the part I should pay attention to. Her scent was stronger now, it filled my nostrils and fueled my excitement on a primal level that I never knew I had.

Using my pointer finger, I traced little circles around the hard bump at the top of her crease and pressed a little. She reacted instantly, throwing her head back and making that "nnngnnnn" noise in her throat again. Each time I circled it, her back legs would kick shaking her whole body while her lower half would wiggle against my hand.

A few times of this brought her to where she was writhing around constantly and the noises she was making became a steady low moan. Her left front leg was flat against the bed opposite of me and the other was under my left armpit, clutching me while I rubbed the delicate nub in her fold. What pleased me most... was the smile on her face that I could see in the moonlight.

Abandoning her clit for now, I slid my finger down the inner moist folds and sought out the entrance I knew must be there somewhere. The place where a cock was supposed to go. I wanted to feel inside her, to feel what the place where my cock yearned to be. Near the bottom of the fold closest to her tail, I found it. A notch where the gentile pressure of my finger was allowed to sink in. She let out a loud gasp when I pressed into this notch gently and then I felt my finger slide into a soft, wet and incredibly warm hole. It was tight around my finger with little ripples and ridges of flesh just inside that caressed my finger when it pushed by them.

"Maaa...son.." she panted into the room. Her purple mane had become matted with sweat and now stuck to her forehead between her ears while her tail now swished back and forth quickly. Eyes closed, she burrowed her head against the pillow underneath her, jutting her chin up and out while I pressed deeper into the boiling hot entrance of her tunnel that my finger had found. A little after the first knuckle was inside her, the tip of my finger met resistance. Something was in the way, keeping me from sliding in further. It must be her cherry, I thought. Giving an experimental push against it, she tensed up.

"No..." she said, her eyes flew open and she was looking at me anxiously.

I slid my finger out of her body quickly, afraid I was hurting her.

"Sorry..." I said.

"I... want that to be special..." she whispered. "Not here... I'm sorry..."

"It's ok..." I moved my hand back up to her lower belly. It was wet and covered with the dampness from her body. "We don't have to do this." I added. My cock screamed at me in protest but I tried to ignore it for now.

Scootaloo pulled me close and kissed me for a moment, our tongues briefly tangled before she stopped again. Her eyes half closed in a smile. "Do what you were doing before... I think it might happen soon"

"What.. like you're gonna cum?"

"Yeah..."

I put my hand back in the warm damp heat between her legs. This time I used my middle finger to lay between the folds there and rub against the hard nub there. She first sighed, then squeaked, then outright moaned aloud the faster I went. There was so much wet slipperiness there now that a soggy 'schlik' noise could be heard while my fingers worked. Her bottom half was swiveling again against my hand, pressing up into it with every stroke while her tail swished faster.

"Ugghhh... Its... Yeah..." she grunted out. Now her whole body was tense while she writhed. Her rear hip closed on my hands and the two legs down there stuck out stiff. She rocked her upper body and I felt the wing that was trapped beneath her spring out stiff and straight, poking into the space under my left side created by being propped up on my elbow. Still I kept up the tight circular motions with my fingers on her sensitive bud. I really wanted to give her this orgasm and make her feel good. I didn't have to wait much longer.

She writhed faster and faster until her whole body snapped into a rigid tense lock. Her mouth formed an 'O' and her eyes rolled back in her head. I didn't let up my movement down below, but kept circling and circling the slick little bean between her legs.

"Ohh.... Ohhh... Ohhghgggg" was the only sound that escaped her lips as she first gave one small convulsion. Then two bigger ones... and then the dam broke. The small orange pony under me began to jerk fiercely as her orgasm released. I cupped her whole sex with my hand, pressing a finger between the folds and just inside the throbbing hole of her body while she came unhinged. She whimpered and gasped loudly in time with the convulsions while her hoof beat on my back. A wave of new wetness soaked my hand, but I didn't care. I was happy to be here with her and even happier I could make her feel this way. I held her tight while she thrashed through her orgasm.

For several moments this went on until the jerks and spasms subsided. I could still feel the soaking wet hole clutching against my finger that was pushed just inside it's entrance. The smell of her arousal was thick now, coating my nose with her private and personal smell from below her belly. The last few twitches came... and then she melted. Her back legs released and she was splayed out on her back next to me, breathing deeply and heavy.

I didn't want to break whatever spell she was under and let her bask in it as long as possible. When she regained her senses and opened her eyes, she looked at me the most happy and content smile I had ever seen her give. "Woah.." she said. "That was... big."

I didn't say anything. Instead I pulled my hand up from between her legs and wrapped her in my arms, laying next to her. She curled into me and licked my chin before socking her head into the crook of my neck and giving a 'mmmmm' of contentment. We lay in silence again, just enjoying the time we were having. She thrust her rear hips against me slightly, pushing against the hard rod poking her.

"Can you show me?" she said finally, pulling her head out to look up at me with seeking eyes. "Show me how to do that for you?"

"If you want..."

"I'm not ready to... you know... do the whole thing. But..." she gave her lower half another wiggle against my shaft. "I think you need some help" she giggled.

I rolled onto my back, eager to have a release finally. The loose bottoms were tented up visibly and her eyes were drawn to it. She looked between the tent below and my eyes above a couple times then poked at the peak of the pushed out fabric with her hoof.

"Cool..." she said, giving it a couple more experimental pokes.

Sitting up up next to me at my waist, she took a deep breath. "Ok... I'm ready..." she said with a bit of a tremor in her voice. I took that as she wanted me to pull my bottoms down. Hooking my thumbs in the waist, I pushed them down and let my cock finally spring free. It made a wet smacking sound as it sprung back and slapped against my lower belly. It was completely wet with precum. Just laying here naked like this was incredibly arousing for me. I was showing my dick to someone.. somepony else for the first time.

"How... How do you want me to do it?" she asked quietly.

"Like this." I reached down and wrapped my hand around the slick shaft and began to jerk off slowly. More precum oozed out the tip and added to the already slick coating it had. It felt wonderful to be jerking it! I gave about 6 or so tugs before I felt her hoof on my hand and I let her take over. It fell back against my body so she rubbed along the length with one hoof where it lay. It was ok, but she lacked fingers to wrap around it and the end of her hoof was hard and rough. She gave me an unsure look, seeking approval.

"Try both hooves." I suggested.

She brought her other hoof in, pulling my cock straight up and sandwiching it between them while she rubbed up and down. It was better, but the rough hardness of the bottom of her hooves was scratchy against the sensitive skin of my penis. Again, another questioning look.

"Scoot... I don't think that's gonna work..." I said.

Her ears drooped and she looked dejected in the pale light of the moon from the window. "I knew it..." She took her hooves off me and sat back. "I'm bad at this..."

"It just needs to be something softer than the bottom of your hooves, Scoot... it's not your fault."

"Well...what else can we do? I wanna make you feel good too!"

I couldn't believe what I was about to tell Scootaloo but other than putting it inside her, her mouth was the only thing that I could think of that would work.

"You can use your mouth." I said slowly.

"What?!?" her eyes opened wide and she looked at my hard cock.

"It's called a blowjob at home. Girls...er... fillies and mares do it all the time. It feels really good"

"It's not... dirty is it?"

"No, I took a shower before I went to bed..."

She seemed to consider it for a moment longer, using her hoof to poke at the red, swollen head again that was still leaking drops of precum. "Well... if it will make you feel good. Do I just put it in my mouth?"

"Yeah... and move your head so your lips move up and down... maybe rub your tongue against it?"

Putting a determined look on her face, she leaned over and used her hooves to pull my cock straight up again. Her face came close to my member and her muzzle gave a little sniff. Satisfied there was nothing bad smelling, she closed her eyes and opened her mouth, her tongue came out while she slowly moved her muzzle close enough for a tentative lick. Hot breath from her mouth washed over my cock that felt amazing. But more amazing was the feeling of her wet, soft tongue that licked against the side of the shaft and head briefly.

She reeled her tongue in and closed her mouth, keeping her eyes closed a moment longer. Then, they opened and she gave a small smile. She must have not found anything that tasted bad because she opened wide and popped the head into her mouth.

It was unbelievable how good it felt. My throbbing member was surrounded by the hot, wet interior of her muzzle. She held the head in her mouth for a moment, as if she didn't know what to do now that it was in there. Then I felt her tongue rub the sensitive underside. I gasped loudly and arched my back in pleasure. It was enough that it pushed my penis deeper in her mouth and she wasn't ready for it. Scootaloo pulled her head back and gave a small cough, looking at me.

"Uh... I don't know if I can fit it all." her ears droop again.

"You don't have to, just slide it a little in and out and do that thing you just did with your tongue." I tried to sound encouraging. "That felt really good, Scoot, just.. be careful and don't scrape it with your teeth."

"OK." she nodded, taking the instruction to heart. Then she gave another determined look at my hard dick in her hooves before opening her mouth wide and taking as much as she could into her mouth.

"Oh... yeah... Scoot..." I moaned. I put a hand on the back of her head and gently stroked her mane. She experimented around a little, trying different combinations of tongue and head movements until she found a rhythm she was comfortable with. Her saliva had coated my cock and was running down the shaft, making my whole crotch wet while she bobbed up and down slightly. Her hooves at the base held it steady and also had the effect of pulling the skin tight, making it feel even better that before. I knew I wasn't going to last long... I was panting.

"Scoot... I'm gonna cum soon" I said when I felt the pressure begin to build at the base of my shaft. She had only been at it for probably 60 seconds. She pulled her mouth off and gasped a breath while she looked at me questioningly

"Is stuff gonna come out?" she asked.

"Yeah"

"I don't wanna get it in my mouth..."

"Alright"

"You promise?"

"I promise" I said smiling and stroked her mane again.

She resumed sucking my cock. It may have been clumsy. It may have been awkward. But it was enough to send me to the point of no return almost immediately. When I felt the cum begin to rise, I put my hand down there and took my cock from her hooves, popping it out of her mouth.

"Ok! Ok!" I panted. "It's coming!"

She pulled her head back, wiping her mouth with the back of her hoof and watched closely as I gave my cock the final couple of strokes that sent me over the edge. Closing my eyes, my body went rigid when I felt the uncontrollable clenching begin. "Here... it... Comes!"

I could feel a massive pulse travel up from inside me and I had a split second to realize that it was gonna be huge. It fired out of the end of my penis and landed between my nipples on my chest in a huge glob. Grunting with each contraction, I fired several large shots of white goo onto my chest and belly, stroking my shaft and emptying my balls in front of Scootaloo while she watched.

After a few shots, it slowed to a dribble and ran down over the same hand that had already been coated with Scootaloo's juices earlier. I had made a complete mess of myself, but was in total bliss.

"Oh ho ho woah!" I heard softly next to me in laughing, awe struck voice.

Opening my eyes, Scootaloo was looking at my cock and chest with large eyes.

"That was so... cool!" she said with an amazed smile. "What does that feel like?" she asked.

I had to catch my breath before I could answer her. "Like a... big build up and then... a bunch of explosions that feel really good" I struggled to find the right description.

"That's kinda what mine feels like too... but.. I don't shoot stuff like that." She reached out a hoof and poked at one of the massive globs on my chest. She brought her hoof back and examined the cum that was there. She gave a little sniff and wrinkled her nose a bit. "This... This is the stuff that makes foals, right?"

"Yeah.."

"But it has to go... inside, doesn't it? I'm not gonna get pregnant just by touching some?"

I couldn't help but laugh a little. "Didn't they teach you anything in school?"

"Well... they told us some stuff, I guess. But they didn't say anything about putting it in your mouth or things like that"

"Oh... well.. no. It has to go inside you... down there. You can even swallow it without getting pregnant."

"No way!"

"Yeah"

"Do mares actually DO that??"

"Yep, usually when they give blowjobs like you did"

She looked back at her hoof. I thought she was going to taste it, but instead she wiped it on the bed. "Soo... what are you gonna do about all that?" she asked, pointing to the rest on my body.

"Can you get me the shirt that's on the floor over there?"

"Eww" she said and laughed.

________________________________________________________________

Scootaloo stayed with me for a while longer, cuddling naked together under the quilt. We had used the shirt to clean both of us up, but it did little good. More than once, I was distracted by the scent of her arousal that still clung to my hand and in the air under the quilt. I got hard more than once during this time. She would give a coy smile, wiggle her hips a little and let my shaft slid into the crease between her back leg and her body. It actually felt really good, but the hair would start to hurt after a couple thrusts so I tried to calm down instead.

We whispered to each other about seemingly nonsensical things, but it didn't matter. I was with her and glowing with a happiness that made everything seem interesting and fun. Scootaloo also seemed to be different, like she was more relaxed and carefree than ever before. She would come over tomorrow and act surprised about Celestia's visit, so as not to give tonight's visit away. I also asked her about this morning and her leaving the way she did. She told me that she just wasn't feeling well. But something about that didn't seem right.

The conversation trailed off and we lay in silence for some time. I drifted in thought about what had just happened and how I had finally been with a girl. Alright.. it wasn't a human girl... but I didn't care. Scootaloo was every bit the same to me now. A light snore suddenly came from the small pony in my arms. She had fallen asleep.

"Scoot?" I whispered

"Mmm" was all she replied.

"Scoot, ya can't sleep here, remember?"

"Ggrrrr..." she made a frustrated growl in her throat before she opened her eyes and kissed me before rolling out of the bed. "See you tomorrow, Mason" she gave me a smile that made me want to yank her back in bed with me.

"See ya... say... how did you get in here?"

"Ninja Pony!" She said softly with an evil grin, pulling a black hood from the floor and sliding it over her head. She stalked to the door, opened it quietly and vanished, pulling the door closed behind her. She left behind her scent on my body and her presence in my mind.

Apple Bloom barely made it back to her room. She hoped Scootaloo didn't notice that Mason's door had been cracked open...

Chapter 11

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

Chapter 12

"...son!... Hey, you alive, sugar cube? Come on, we need yer help" Applejack's voice pulled me out of my sleep.

"Wuzza..." I said intelligently.

"Get downstairs, somethin's wrong"

The tone of her voice quickly brought me to my senses with open eyes. The sun was up and by the angle of the light, it looked to have been up for some time. Applejack had already left the room in a hurry and I dragged my hand down my face, caching the scent that still lingered there from last night. A warm, fuzzy tingle ran through my body and I couldn't help but smile. I was suddenly very eager to see Scootaloo again. I wanted to take a shower, but Applejack's summons left little room for doubt that she felt I was needed downstairs as soon as possible. Getting dressed in a clean set of clothes from Rarity and putting those shoes on, I left my room for the kitchen.

It was full of ponies, even the bouncy pink hyper one named Pinky Pie was there along with the other five who greeted me a couple days ago. Also Big Mac and Granny Smith were among the crowd.

'...just aint like her, Twilight! I know mah sister wouldn't go runnin off on a day like today! I feel it in mah heart something is wrong!" Applejack was pleading with Twilight.

"What's going on?" I asked

They all looked at me and Applejack spoke "Apple Bloom ain't been here all morning. When I went to wake 'er up for mornin' chores before dawn... her bed was already cold and empty! That filly ain't never up on her own before dawn! Ol' Mac n' I started on the chores but hours have gone by now and she still ain't turned up... so... so that's why Mac 'n I came and got ya'll. We gotta find Apple Bloom!"

"It's ok, Applejack" Twilight Sparkle reassured her friend. "We'll help you find her, won't we everypony"

A loose chorus of "sure" and "of course" rang around the room. It was Fluttershy who spoke with the most logical question. "Um.. excuse me.. Applejack... but... Isn't it possible that The Cutie Mark Crusaders just had some early morning plans?"

"Not at all, Fluttershy." Rarity answered. "I took Sweetie Belle to singing camp yesterday evening after we left here. She told me that The Crusaders were on break until she gets back next week."

"Oh..." her head sagged and she looked embarrassed.

"Well has anyone seen Scootaloo? Maybe we should find her and ask her if she knows." It was Rainbow Dash who had this idea.

"I don't know where she stays when that filly ain't with us" Applejack commented.

"I think Sweetie Belle does! Oohhh but that doesn't help us, does it..." said Rarity.

"I can get a BIG BALLOON and FLY ABOVE PONYVILLE yelling APPLE BLOOOOOOM!!!!" Pinkie Pie blurted out in the back of the group, hopping up and down making her cotton candy colored mane bounce. The room looked at the happily grinning pony and I thought someone would scold her for such a crazy idea... but Twilight surprised me.

"That's a great idea, Pinke! If you see something, come back here and report!"

"Roger Dodger!" She said cheerily and bounced out the door. I wondered where she would get a massive balloon like that at this hour...

"Someone needs ta find Scootaloo and find out if she knows anythin', the rest of us need to split up and start lookin'" Applejack took control again.

"I'm going to stay here, Applejack. Celestia will be here soon and we can get her help when she does. Besides, we need a place to come to if we find anything!" Twilight's idea made sense and the group agreed.

"Mason!" Applejack turned her attention to me. "You see or hear anythin last night that would explain this? Yer room is right next to hers... and for that matter, ya spent all day with them fillies. They say anythin?"

"I..." A horrible indecision gripped me. Scootaloo had told me exactly where she lived last night. But how could I explain that without raising more questions? I also had a sinking feeling that Apple Bloom not being here was somehow related to Scoot's visit last night. We weren't exactly quiet. Maybe Apple Bloom had woken up? And maybe... just maybe... her Scoot's father caught her sneaking home late last night? It was all too coincidental. I might be able to connect these dots... but these ponies wouldn't without knowing. Clearly Applejack was worried about her sister, enough to form a search party. If something bad happened... then I don't think I could handle knowing I didn't share everything when it might help. Even if I got in trouble.

"Well, come on then spit it out, sugar cube!" Applejack pressed.

"I... I know where she lives." I said finally.

"Naw, I just was guessin last night. I don't actually know if those houses is where she's stayin'" Applejack shook her head.

"No... Scootaloo told me what house."

"Uh... when would she have done that, now? She done up and left yesterday and didn't come back!"

I took a deep breath. "Because she came here and visited me last night."

"WHAT?!" the group of ponies in the room said in unison. Something clattered on the floor. Everyone turned to Granny Smith and she gave an apologetic look as she put her dentures back in.

"You wanna explain that to us reeealll carefully, Mason?" Rainbow Dash had taken to hovering above the group and now swooped close, one eye squinting at me as she spoke. "Why would my adoptive little sister come to see YOU during the night?"

I began to feel hot. Maybe this wasn't such a good idea. The lid was off this can of worms though, so I just hung my head.

"Because she needed to talk to someone about... something private."

"Ha! Nice try, human! Everypony knows she looks up to me! What was this 'Seeecret' thing she wanted to talk about, huh?!"

"Her father."

The room was silent for a moment. Rainbow Dash landed in front of me, folding her wings and softening her expression. "She really told you about him?

"Yeah... all of it. The truth. He came home last night... and he... well... she couldn't stay there with him"

"Woah..." Rainbow Dash looked amazed. "She's never told anypony that. Not even me."

"I... dont understand" Twilight said in a confused voice. "Scootaloo's dad and mom spend all their time looking for her brother... they're never around." She stated.

"That's... not exactly true..." Rainbow Dash said. "Everyone in Cloudsdale knows about Whipwind... but nopony talks about it."

"Wait... you know too, Rainbow?" I asked her.

"I know hes crazy... and hates land ponies so much he stands on the edges of clouds to go to the bathroom"

"Eeehhh!" Rarity and Fluttershy squeaked in unison.

"But you knew he was Scoot's father?" I pressed

"Well.. yeah! Everypony in Cloudsdale knows who Scootaloo is. It was a big deal when the legendary Whipwind sired a foal that couldn't fly. I even spent a day looking for Quickfire myself!"

"Who's Quickfire?" Rarity asked.

"That's Scootaloo's brother that disappeared into the Everfree forest" Rainbow said.

"Ohh... You know I don't think I ever knew his name!" Fluttershy said.

"Why didn't you tell Scootaloo you knew?" I asked Rainbow.

She gave an embarrassed look and couldn't meet my eyes for a moment. "Well... 'cause... It's kind of a dark topic, ya know? Besides... I knew she hadn't told anypony down here for a reason... and I didn't want to embarrass her."

"Look, ya'll! This is interestin and stuff, but can we PUH-LEASE get a move on!" Applejack was out of patience with the distraction. "There'll be time for jibber jabberin and explanations later. Mason, can ya take me and Big Mac to Scootaloo's house? We'll start there. If Scootaloo's dad was home, maybe he knows where they are! The rest ya'll fan out and look for em!"

"Yeeeup!" said the large red stallion.

"I'm going up to Cloudsdale to check something. I'll be back in a flash!" Rainbow Dash jumped up hovered a moment before jetting out the open door, leaving a fading rainbow trail behind her. I made a mental note to ask what made it next time I saw her.

I breathed a sigh of relief. At least I didn't have to explain things... yet.
____________________________________________

I was thankful Applejack had the presence of mind to ask how far or fast I could run before we left the farm. I was out of shape and would have slowed us down right from the start. Instead, Big Mac had slid into the hitch on a small open backed two wheeled cart and looked at me expectantly. I jumped in and held on for dear life and the two ponies took off at a fast gallop. The remaining group had gone in separate directions. Fluttershy glided off though the air to the east ahead and to our left. Rarity went into the town proper to ask around, while Granny Smith tottered towards the north western edge of the property to double check the clubhouse.

I yelled against the wind when we entered the cluster of houses long past the river we crossed behind us to the west. We had traveled a good distance in a hurry. Big Mac and Applejack were panting from the long hard run to get here and now I had to figure out from Scootaloo's description where to go. The houses around us were mostly small and in various states of being uncared for. They all shared the same grey and brown coloring giving the whole place a drab and run down look. The low fences around the yards were unpainted and unmended while weeds grew in the path and in the dirt yards of most of the houses along the thoroughfare. A lot of them looked vacant. It was quiet and felt abandoned. Occasionally I saw a curtain move in a window, but never saw the occupants.

Scootaloo's directions were left from the main path leading in and then a right, then another left. As we walked through the empty main path, I asked Applejack what happened to these ponies and houses.

"It's the forest" she shook her head, getting her breath back. "Strange things happen in there... and sometimes those strange things don't always stay in the forest, ya know?" She looked around at the run down houses around us. "Folks always move here, but never stay long. The ones that do... well.. they get all funny like. The only ponies I know who can stand to live near it is Fluttershy and Zecora. Now.. I kin understand Zecora, she's weird to begin with. But I'm always amazed that Fluttershy kin deal with it."

I looked to the distant strip of trees off to the south. The treeline thinned and ended nearby to the west, but it continued as far as I could see to the east. It didn't look so bad from here. But from here was a long way away.

"Turn left, Big Mac."

There were only a couple more streets to the south between this one and the empty stretch of land leading to the treeline. The houses became more disused and run down here. Blown trash and discarded objects lay here and there in the weedy yards and an eerie silence filled my ears. Not even a bird sounded in the silence. The only things to be heard were the pony hoof falls and the crunching sound of the wooden wheels of the cart along the path. I realized that Scootaloo never told me exactly what house, but I didn't have to worry. Applejack figured that out soon enough.

"LOOK!" She cried in dismay. She took off running to the house up on our right. She vaulted the leaning picket fence that hadn't seen a white wash in years and skidded to a halt in the dust. "No no no sweet Celestia, NOO!" She cried.

Standing out like a brilliant beacon of color in this drab place was a large pinkish red bow near a small puddle of dark red and drying blood in the dirt.

____________________________________________

Apple Bloom was crying even before she opened her eyes. She hurt all over something fierce and images flashed in her mind of the monstrous pegasus that chased her. She wanted her sister. She wanted her... SCOOTALOO!

Her eyes flew open and she sat up. She was worried about her friend now, remembering that she wasn't moving the last time she saw her. That big ol mean pegasus must have walloped her a good one! She wanted to go find her and help... but how? She didn't even know where she was! Apple Bloom had been to the Everfree forest before, but only on the main paths leading in near Fluttershy's house and to Zecora's.

The low undergrowth was thick and claustrophobic around her as she tried to stand. Her legs were wobbly and she felt dozens of places where pain signaled she had skinned her hair bad. Turning her head, she winced as part of her mane pulled tight. Gingerly looking back at her body, she could see a large dark reddish black stain on her front left shoulder. Blood?! Her head throbbed and she touched the spot where it hurt the most.

"Oh.. fiddlesticks... what am I gonna do!" she whimpered.

She couldn't stay here... but she was scared to get lost even deeper into the forest. She also didn't want to run into that pegasus... who knows... he might still be looking for her in here! Thoughts about her harrowing escape last night brought moments of indecision and panic as the filly looked around. She couldn't tell where she had come in or what direction to go to get home. The sunlight filtered evenly though the heavy canopy, making every direction look the same. Insects and birds created a soundtrack that seemed to come from all directions and none. Eventually, she picked bearing and began walking slowly though the underbrush.

_____________________________________________________

She pushed herself to go as fast as possible. Clousdale lay just ahead and was getting closer by the second. Rainbow Dash knew Scootaloo's father was crazy, and had been getting crazier by the day. Everypony in Cloudsdale pretended to ignore his ramblings in the streets, willing to let his prior accomplishments excuse his erratic behavior. Even Rainbow Dash had to respect his accomplishments... but those were so many years ago!

As she sped on towards the town in the clouds, she hoped the rumors she had been hearing weren't true. That he had hit his wife so hard she had to go to the hospital recently. If he was crazy enough to do that... then maybe he finally had snapped and was going to do it. That horrible thing he had rambled on about in the cloud cider bar these days when he had too much to drink.

There was a reason Rainbow Dash had a soft spot for Scootaloo. All the ponies in Cloudsdale did, but Scootaloo didn't know it. Everypony knew that her father hated her and Whipwind's antics were the quiet but everyday talk of the town... and ever since Quickfire was declared dead by the mayor, his ramblings turned evil. Lately the rumors said he was talking about dropping her on a cloud to make Scootaloo either finally stop all the nonsense about not flying... or let her die and be done with it.

She raced into town just under sonic rainboom speed. Her first stop was the Cider Bar. Dodging buildings and other pegasus at breakneck speed, she screeched to a halt in front of a small building off the main strip. Kicking open the door, she let the brilliant sunlight pour into the dark interior. Even at this hour several ponies were gathered, hunched over their mugs in their daily ritual squinting at the intruder who disturbed them.

"Whipwind! Anypony seen him!" She yelled to the occupants.

There was no answer.

"Look, DON'T make me come in there! Now has anypony seen WHIPWIND!"

"Nay..." the bartender said in a small voice. "He's gone below... or so I heard... It's been quiet..."

Rainbow didn't say anything, she just took to her wings and flew off towards her next stop, Whipwind's brother... Cloudbrand.

__________________________________________________

"One... Two.... THREE!"

Big Mac and I hit the door hard. It gave with a shuddering crunch as the jamb broke and fell open on one hinge.

"Apple Bloom!... Scootaloo!" Applejack yelled behind us. "Come on fillies, ANSWER ME!"

I moved into the dim interior of the house and my heart was filled with grief that this is what Scootaloo called home. It was like the pictures of those drug houses I saw on TV or the Internet. It was grey and unclean inside under the buzzing sound of flies. The smell of rotting food and trash hung thick in the air and coated my nose with a greasy sick feeling. Everything looked matted and dirty around me.

"Good gravy..." Applejack said softly next to me. "That poor filly..."

I moved through the large room and down a hallway in the back. A door stood open and peered into a small bedroom. It looked out of place in this environment. It was mostly clean, in a girlish sorta way. Colorful posters and drawn pictures were on the wall. A red cape hung from a nail with a blue patch on it. The patch had a crudely embroidered silhouette of a small white pony. The bed had a few stuffed animals on it that looked well loved and cared for and looked neat in comparison to the rest of the house. The room was the only thing here that looked alive and lived in. An oasis of vibrant color in a sea of decay and filth. On a dresser... was Scootaloo's helmet.

"She's not in her room" I called out.

"She ain't in tha kitchen neither, Big mac?"

"Noope!" I heard his bass voice call out from somewhere else in the house.

I moved down the hall to the two other doors. Opening the first on a small bathroom. The second opened into a large bedroom with piles of trash and discarded objects heaped around. Cobwebs and filth covered this room as well. No sign of either filly.

We regrouped in the main room to decide what to do next. This house was a clue.. obviously Apple Bloom had been here. But where was she now! What did it mean?! I had a bad feeling that Scootaloo's father was involved now. And not in a good way.

"I'ma gonna be sick to mah stomach soon if'n I don't get any answers about what's goin on!!" Applejack stomped her hoof in desperate frustration... she already looked sick.

"Yeeup" said Big Mac miserably.

_________________________________________________________________________

Apple Bloom tried to stay in a straight line. More than once, however... she had not paid attention and slipped down the rugged and uneven terrain invisible through the brush, losing her sense of direction and drawing fresh blood each time. She was dying of thirst, so much so she had stopped to lick the moisture off of a leaf several times and wondered if she was gonna die in here.

A sudden crunching sound under her hoof made her stop. The mat of dead leaves and needles she could see felt uneven and loose. Curious, she scraped at the forest floor pulling away a heavy dirt clotted cloth and saw something white underneath.

"What in ponyville...?"

A few more scrapes... and she froze with terror. Her bladder released, wetting herself right there without realizing it. She was staring at a pony's skull. It's hallow eye sockets filled with dirt and bugs that trundled in and out of the moist earth disturbed by her hoof. The top of the skull had a large, cracked hole that reminded her of when they hard boiled eggs and you tapped em with the little hammer to start peeling them. She stared, strangely fascinated by this comparison before the revulsion ratcheted enough that her body caught up. Screaming, she ran. Not caring what direction as long as it was away from the image of death she had uncovered.

Another slope caught her off guard in her mad scramble and she tumbled fast and far this time, banging against rocks and trees. A flare of brilliant heat in her back left leg ignited and when she landed, she found she could not move that hoof at all. Her whole leg had gone into a throbbing symphony of fresh pain that completely immobilized her. Agony flooded her senses and she began to cry out in desperate sobs, unable to think of anything else to do no matter how hopeless it was. "Help!.... Please!!!! Somepony help me!!!!"

___________________________________________________________

Rainbow Dash knew where Cloudbrand's mansion was. Nestled in the high pony society section near the town center where all of the best and brightest pegasus lived. She had seen it several times on her way into the Wonderbolt events and knew from the gossip it was where Whipwind was staying now.

She arrived at the large front door adorned with crystal inset windows in the massive cloistered entrance. The place reeked of opulence, something Rainbow Dash never cared much for. Too fussy and delicate for her tastes. She raised a hoof and pounded on the hard surface. The sound echoed deeply in the large house behind it. She waited, hopping back and forth a little with frustration. Again she beat on the door, longer this time.

Echoing hoof steps reached her ears from inside. "Finally!" she muttered.

The door opened, revealing a smartly dressed pegasus in a black and white suit. A monocle was socked into one eye and he regarded Rainbow Dash with undisguised annoyance. A butler.

"Yes?" he asked tersely.

"Whipwind... where is he?"

"I'm sorry but Master Whipwind gave direct instruction not to be disturbed this morning."

"He's HERE?!! Does he have a couple of fillies with him??!!"

"I'm sorry, but the master's business is his own. Now, buzz off!" the butler spat rudely at her and slammed the door so quickly that Rainbow Dash didn't have time to react. Angry, she beat on the door with both hooves.

"I'M GONNA KICK YOUR TAIL IF YOU DON'T LET ME IN THERE RIGHT NOW, YOU FILTHY PENGUIN IN DISGUISE! OPEN UP!" she continued to beat on the door. "OPEN UP RIGHT NOW!"

She pounded till her hooves were sore, and then she switched and bucked the door several times with her rear hooves for good measure. But the door was heavy and well made. No amount of pounding by her alone would gain her access. She leaped up in the air and climbed, circling the building looking for any way to see in or gain access.

Her efforts were in vain, though. Short of smashing a crystal window, she found nothing. She needed help. She needed a unicorn with magic to open this door, now! It had taken her ages to learn when to ask for help, and now wasn't the time to let her stubborn pride get in the way. She thought about going to the mayor to send the town guards, but she didn't know what to say. Everypony knew Whipwind was nuts... and what proof did she have he had done anything wrong? No.. she needed her friends. She needed....

"RAIIINNBOOOWWW!!!!" she heard a familiar voice scream in elation. Whipping around, she saw a massive balloon with a basket underneath clearing the cloud ground. In the basket hopping up and down in glee was a very excited and hyper Pinky Pie. Rainbow Dash had no clue what in Equestria Pinky was doing way the buck up here, but then again, the pink party pony wasn't known for her ability to focus on a task. Seeing the balloon did give her an idea, though. She zoomed over to the basket and perched on the edge with her front hooves like a swimmer on a pool's railing.

"Pinky! Go back down to Twilight! Tell her I need help at Cloudbrand's mansion. Scootaloo's father is inside and maybe he knows where the fillies are!"

"Got it! Go down to Cloudbrand and get Twilight!"

"Errgh! No Pinky! Go get Twilight and tell her I need help up here!!"

"Haha! Silly, that's what I said!" Pinky smiled and pulled a lever dangling from the balloon above. Releasing air, the balloon began to drift down through the clouds towards Ponyville. Rainbow could hear her begin to sing some made up nonsensical song as she drifted out of sight.

She could do nothing but wait now, wait and make sure Whipwind didn't leave before her friends showed up. A mean and determined look fixed on her blue face.

"If you have those fillies in there, Whipwind... I'm gonna rip every last one of your wing feathers out personally!" she growled.
__________________________________________________________

Zecora had started early that day as she always did. It was her way of greeting the life force of the forest around her by spending the dawn hours collecting the various herbs, plants and flowers necessary for her potions. She sometimes stayed close to her hut, gathering the basic compounds she had planted over the years. But today she had been on a mission. She sought a rare flower that only grew on the western edge of the woods. For several hours she had traveled, reaching the treeline as the sun climbed into the sky on it's way towards the mid day position. She was in luck and chuckled in glee as she bent to collect two specimens growing in the shade of a large tree. The light here brought out the contrasting white and grey strips that painted her body. Her mane was cropped short and carried the same color pattern as the rest of her. She was a Zebra, and very much at home in her wooded surroundings.

"My little flower has been found, will make my potion strong and sound!" she spoke in her native rhyming accent.

Anxious to get back to her hut and put the flowers in her sealed jars before they wilted, she turned and moved swiftly through the dense undergrowth with practiced ease and dexterity with only the faintest of sound. She could actually move completely silent when she wanted to and usually did. However her desire to get back outweighed her desire to not disturb the forest.

It was for this reason she almost didn't hear it. She had gone in a good distance when she thought she heard a small voice. Her ears perked and swiveled to locate the sound in the brush. She didn't move, holding her breath and concentrating her mind to filter out the buzzing background of the insects.

"Ahhhh! Help!.... please...." It came again. Faint... but there. It sounded like a pony crying out in pain some ways off to the south. She sprinted off in the direction of the noise. Pausing occasionally to confirm her heading, bringing her head up high and closing her eyes. She controlled her breathing with practiced ease, letting every small sound reach her.

Zecora knew the forest like her own back yard. The area she was in was treacherous. Filled with kettles and slops you could not see until you were right on top of them. She lept down a large slope into a bowl formed by the forest floor and there, laying in the dirt covered in leaves and blood... was Apple Bloom. She knew this little pony well, and it alarmed her see the state she was in.

"Apple Bloom! What do you do??! This forest isn't for the likes of you!" she said.

Chapter 13

Celestia had arrived some time after Twilight was left alone at Sweet Apple Acres. She came, as she always did, in her chariot drawn by two royal guards in shimmering golden armor. The two friends greeted each other cordially at first and then more tenderly, leaving the formalities behind and walked towards the barn.

"I'm so excited to meet this human, Twilight! I haven't seen one in over a hundred years!"

"You've met other humans in Equestria?" Twilight asked

"Yes, Twilight. Humans have found thier way to our land before... usually from somepony playing with magic they know little about..." she gave the smaller Alicorn beside her a knowing sidelong look.

Twilight felt her face burn red with embarrassment and she looked down. "I'm sorry, Celestia... I just..."

Celestia cut her off. "Oh Twilight... please don't apologize. You aren't the first talented magic pony to use that spell."

Twilight's eyes snapped up wide and she gazed at the majestic Alicorn walking beside her . "You mean..."

"Twilight.. who do you think hid that book? I should have known my best student ever would find it eventually." she smiled down at her friend.

"What happened? Did he make it back to his world?"

"No..." The briefest of sad looks passed over her face. Twilight wondered if there was more to Celestia's involvement than she was letting on. "He died here before you were born. He had a good heart, Twilight... and those of us who knew him mourned his passing."

Twilight's ears drooped and she wanted to ask her more about it, but they had reached the barn and she had to tell her friend what had happened.

"Celestia, something's come up..."

Twilight filled Celestia in. The tall Alicorn's face grew dark at the mention of Whipwind. There was not a more spiteful and untrustworthy pony in all of Equestria right now and she was more fond of Discord than the dishonored ex Wonderbolt. Her face softened and she gave a peculiar smile when she learned that Scootaloo had confided in Mason.

"I was hoping that young Scootaloo would confide in someone eventually. She's suffered greatly in silence for a long time... The human must be special to her."

"Yes... we didn't have a chance to ask Mason about that."

"I will talk with the human. If what I'm thinking is true, Scootaloo may have chosen Mason for a reason." Celestia changed topics. "Has anypony returned yet with news?"

"No... but it's been a while. I'm sure somepony is bound to show up soon!" Twilight offered, wondering what Celestia meant by a 'reason'.

"Alright, we will wait until we hear something. Then we can decide how best to help"

While they waited, Twilight pumped Celestia for information about the last human to come to Equestria. She was an inquisitive pony, and was always eager to learn about anything given the opportunity. Celestia explained that it happened in the Crystal Empire. Princess Amore had been a young but very powerful unicorn who had ventured to Canterlot for training. She had found the very same book Twilight had and, like her, also took it with her back home. She purposely sought out to summon a human, but for selfish reasons. She wanted one as a status symbol for her land.

Using a different spell, she bound the human's life force to her own. While this acted as a shield against Equestra's influence for the human, it also enslaved him. What Amore didn't anticipate was her sister, Rose, falling in love with the human. A bitter divide formed in the royal house of the Crystal Empire. Amore saw him as nothing but a pet, Rose as a kind and loving soul, worth of his own life and freedom.

Twilight and Celestia were both startled when when Fluttershy burst through the door. She was covered in sweat and very out of breath. Panting, she struggled to take in a big lung full to scream in her tiny voice

"APPLE BLOOM!"

________________________________________________________

"Zecora!!" Apple Bloom had never been so happy to see somepony in all her life. "Help! Please!..." She sobbed.

"What brings you hear to swoon? It's not even half way to noon!" The zebra said. Taking a closer look at the filly, she reared back in shock at the the limp and wrong angle Apple Bloom's leg was laying, the large amount of dried blood all over her and the chunk of her mane that was missing.

"Your leg and body all in tatters! Please, little one! Tell me what's the matter?"

"My leg....It hurts... Zecora... It hurts so ba ha ha had..." she cried.

"Hmm...Broken it must be, but do not worry, you are safe with me. While we journey to my abode, you must tell me what brings you to this road"

Zecora knelt and scooped up the crying filly, doing her best to position her on her back without bumping the visibly swollen leg too much. Once settled, she took off at a very rapid pace through the bush. Apple Bloom tried her best to tell Zecora everything, but she was in pain and traumatized, prone to breaking out into fits of sobbing from either or both of those conditions. The thick underbrush began to thin and the forest opened up. They had arrived at a wide smooth path that Apple Bloom recognized as being very near the zebra's hut.

"... and then... and then he yelled he was gonna find me. I don't know how I ever got away, Zecora, but... but I did. I musta fainted or somethin' cuz I woke up... and I didn't know where I was!"

"A bad adventure you've been on, and I'm angry how you've been wronged. A bed is where I'll let you lay, for I must spread this word today."

Zecora moved quickly to her hut that was surrounded close by the forest on all sides and opened the door. Once inside, she carefully placed Apple Bloom on her back in a pile of soft blankets and cushions in the corner. The hut was cluttered with colored bottles, hanging flowers and all sorts of esoteric baubles and vials that Apple Bloom was clueless about. Her large cauldron was cold and empty at his hour.

She closed her eyes and tried to block out the pain of her leg while Zecora busied herself collecting small vials from various places around the interior of her dwelling. Once gathered, she selected a goblet and began to pour a bit of each vial to it, but the final ingredient had to come from Apple Bloom. She stepped over to the filly and picked a dried scab from her head without saying a word.

"Hay!" Apple Bloom complained.

"This special brew is just for you. It needs to know just who is who..." she said flatly and trance like.

Zecora dropped the scab into the goblet and a small flash of light issued flared from inside. Satisfied, the zebra picked the vessel up and brought it to where Apple Bloom lay on her back.

"Drink from this and you'll feel better. For your leg will not be under the weather."

Apple Bloom took the goblet in both hooves and sniffed the liquid inside... It didn't smell of anything. This wasn't the first time she had one of Zecora's potions and the zebra was her friend so she gulped it down quickly. The liquid burned down her throat in a pleasant tingle and when it hit her empty stomach, the tingling spread out through her whole body quickly. It worked its way up to her head and filled it with a pleasant buzzing, making her feel happy and relaxed. After a few moments, she was peacefully laying back on the blankets in a hazy, pain free fog. A few moments after that... she was deeply asleep.

Zecora was quick to catch the goblet from the limp hooves of the poor filly. She would have to set the bone in her leg very soon and wanted Apple Bloom to be asleep when she did, but she had time. That potion would last for hours and she needed to send word to her family and friends. This Whipwind was dangerous, and there was no telling what has become of Scootaloo.

She bolted out of the hut in a fast gallop looking in the trees for a very specific bird.

____________________________________________________________

Fluttershy had drifted in her slow methodical way towards her house way out on the eastern edge of Ponyville. She figured she would recruit the help of her animal friends to help look for Apple Bloom. The birds especially would be able to cover a lot of ground quickly and she made a beeline for their tree soon after arriving near her house. The critters around the area naturally greeted her whenever she arrived home and she was soon surrounded by squirrels, butterflies, rabbits and even a big ol' bear had wandered out of the thicket of trees nearby to say hello.

She addressed them all with her kind and loving voice that she was looking for someone and asked them please, please to take some time right now to spread out and help look for her. The gathering of critters, eager to help their friend Fluttershy, star-burst in all directions and were soon gone.

"There, that should help out quite nicely" she said, pleased with herself for such a good idea. She busied herself drifting along the northern edge of Everfree forest. She scouted first to the east, way beyond where any of the fillies would ever go on their own and then turned around. She was now humming contently to herself, happy to be out in the sunshine.

Moving west now, she crossed back over the area where her house was and continued. Ahead in the far distance she could barely make out the first of the small houses where so many ponies had come and gone. A small twittering bird appeared from the treeline, squawking loudly and frantically. Fluttershy had never seen a bird so agitated before and wondered what was wrong with the poor little thing.

She turned and glided towards it. When it got close, she recognized it was a Everfree mocking jay. These little birds were very intelligent and could repeat many words and sounds. Often they were used as messengers between great distances by ponies. The bird flew straight at Fluttershy and hovered.

"Why hello there, little Jay... I'm happy to see you" She smiled at it.

Her smile vanished instantly when the Jay told her exactly what Zecora had requested.

____________________________________________________________

"Calm down, Fluttershy. What about her, did you find Apple Bloom?!" Twilight asked hopefully.

"Zecora.... Found her.... In... The forest...." she gasped. She had flown as fast as she could from her house to here. While technically a pegasus, she was really bad at flying. "Apple Bloom is... hurt bad. Her and Scootaloo were... attacked by Whipwind!"

Twilight's horn flared a brilliant red light as her eyes narrowed. "Whipwind...." she growled.

"Well.. that is what... the Jay told me... I don't know for sure..." Fluttershy hated it when Twilight got angry.

"Patience, Twilight Sparkle. Let us learn the truth before we waste the energy. We must go to Apple Bloom and bring her safely back. Besides, if Whipwind is still at the house, he will have to deal with Applejack and Big Mac, I do not envy any pony facing those two in anger. Perhaps they will find Scootaloo there as well." Celestia said in a calm and soothing voice.

"Errgh! Fine, but who will stay here and tell the others when they return?"

"Ya'll fergot I was here again... didnt'cha?" Granny Smith said from the other room.

"Granny Smith! When did you get back?" Twilight called out, moving to the doorway to the great room. There was Granny perched in her rocking chair.

"Ya'll were so busy jibber jabberin ya didn't even see me! Snuck right in on ya! Hahahhee! I still got it, don't I? Ya'll go on now, I'll let em know where ya be. Go get that lil filly and get er back to where I kin mend her."

"Thank you Granny." She said gratefully. Turning to Celestia and Fluttershy then " Alright girls! Let's go!"

The two Alicorns and one pegasus took off to the east towards the distant path that lead to Zecora's house. On the way, they first passed the large bride over the river, then the crossroads to Ponyville to the north, and finally the southern path leading to the cluster of houses on their right where the fillies were attacked.

Had Fluttershy been only a little longer in getting back to Sweet Apple Acres, they would have seen the trio who went to Scootaloo's house returning up the path to head back to the barn with Apple Bloom's bow.

Had Fluttershy been much longer, They would have met with Rarity and the trio from Scootaloo's house just after crossing the river.

Had Fluttershy taken a good deal longer. Everyone would have been together except Rainbow Dash. Pinkie Pie was drifting down from the clouds near the river crossing.

But Fluttershy had arrived at Sweet Apple Acres exactly when she did. The two powerful Alicorns and the sweet, shy pegasus flew on... unaware of the trouble in Cloudsdale until they returned with a sleeping Apple Bloom much much later.

______________________________________________

When we spied Rarity trotting south on the road from Ponyville, we hoped she would bring some news. But they the three of us were disappointed when Rarity told our group that nopony in town had seen or heard from the two fillies. The white unicorn was appalled when Applejack told her what we had found at Scootaloo's house.

I had worked myself up into a burning hatred and anger at Whipwind. I knew how miserable Scootaloo had been all these years and it was all his doing. That house was a horrible place to be and because of her father's abuse... she wouldn't let anyone help her. My stomach knotted with worry and the bitter taste of anger. If he has done anything to her... The thought trailed off. I wasn't a fighting person. I'd never so much as hit anything in my life before. I didn't know what I'd do if I confronted him.

"Oh I know that filly's hurt. Just look at this bow!" Applejack held the bow out again. There was a large clump of Apple Bloom's fiery red hair stuck to the clip. We had all closely inspected it for blood, but it was hard to tell with the color of the fabric and the dirt caked on it.

After meeting Rarity, the three ran at a good clip towards the farm with me trundling around in the cart behind Big Mac. We all hoped for some good news once we arrived. Maybe Apple Bloom or Scootaloo had shown up by now and had a perfectly logical explanation? It was a fool's hope. I knew that had been dried blood back there... and I was sure something bad was going down.

Rarity suddenly dug her hooves in and came to skidding stop. The other two ponies followed suit and I slammed against the front wall of the cart with a painful jolt. Big Mac looked around apologetically.

"What in all of Equestra is that noise? Do you hear that?" Rarity said, perking her ears up.

"What are ya talkin bout I don't..." Then Apple Jack stopped too, her ears doing the same.

"Eeeuppp!" Big Mac rumbled.

I tried to listed as hard as I could... but still nothing but the birds and the breeze reached my ears. The ponies had way better hearing than I did. I should remember that...

"That sounds like Pinkie Pie!" Rarity announced.

"Sure does... LOOK!" Applejack smiled, pointing at the large white fluffy cloud above us.

The bottom of a large woven basket broke the edge of the cloud, followed by a massive red balloon. Apparently Pinkie Pie had found one at that hour. I could hear her now. She was singing away some nameless song at the top of her lungs as she drifted down to us.

"Pinkie Pie!" Applejack yelled as the three of us took off to meet where the balloon had landed. She was talking excitedly before we even got to her.

"There was a BIIIG flock of birds and they almost hit me but then I started singing REALLY REALLY LOUD and they left me alone so then I decided to go higher cause I didn't think birds could fly that high but you know what? I forgot about pegasus! They can fly really really high too so I followed them and next thing I knew..." Pinkie had to stop to take a huge gasp of air. Applejack shoved a hoof over her mouth before she could start again.

"Pinkie... did you see anything?" she said flatly and then removed her hoof.

"Well, thats what I was TRYING to tell you! I have to go to Cloudbrand and get Twilight!"

"Say whut, sugar cube?"

"Twilight needs to go to Cloudsdale! To Cloudbrand's mansion near the city center! Whipwind is there and Rainbow Dash needs our help!"

Chapter 14

There's nothing quite like being confronted with death that makes you so clearly think through all of your life's choices. Every event in your life up to that moment you've regretted and every thing you ever swore you would do before you die all become sparklingly clear in your minds eye behind the veil of terror gripping you. I didn't know I would be in this state shortly after climbing into the basket with Applejack, Rarity and Pinkie Pie, otherwise I would have chosen to stay below and return to Sweet Apple Acres instead of Big Mac.

"WHEEEEEEEEE!!!!!" Pinkie Pie shouted above me as she stood with her front hooves on the edge of the basket looking over. I had given up looking over the side moments after we dropped the heavy sacks of sand off the side and began to climb into the sky. I was currently cowering in a ball on the brown woven floor. I'd already been kicked twice by accident in the tight space under the three pony's hooves... but it was better than standing up.

"Aww Mason, why didn't ya tell us you were scared o heights?" Applejack looked down from her viewpoint over me.

"I didn't know I was!!!" This was true. I'd never been this high off the ground before. Once I'd climbed on my mom's roof, but other than being a little skittish of the edge I managed just fine.

Big Mac had been sent to Sweet Apple Acres to get Twilight. Since she was an Alicorn now, she could fly up here on her own just fine according to Rarity. Hopefully Celestia had arrived and she would be with her, she had added. The rest of us climbed into the basket and made ready to leave.

"Rarity, you know the cloudwalker spell, right? Otherwise we're gonna have a rough go up there." Applejack had asked the unicorn while she worked the knot on a sandbag.

"Oh Applejack, I simply couldn't be bothered to practice that one! I haven't used it in ages!" Rarity had said.

"Wait.. what's that mean?" I asked dropping my sandbag over the edge, the balloon was rising.

"Sugar cube.. Cloudsdale is called that fer a reason. It's in the clouds! Us land ponies can't walk 'round much there unless we've got a cloudwalker spell us otherwise ya just fall right back down to Ponyville! But don't you fret, Twilight's real good at it. She'll fix us up when she gets there. Why... we've been up there loads'a times, ain't we Rarity?"

"Well yes, but I may be quite rusty with the cloudwalker... lets hope Twilight gets there before us!"

Time passed slowly for me. Pinkie Pie had resumed her singing and despite Applejack's requests for her to tone it down a notch, Pinkie had insisted it was to keep the birds away and continued unabated. I didn't know how far we had rose and remained on the floor until Applejack gave me a gentle nudge. "Mason, yer gonna have to buck up there, human. We're here."

I got to my knees and slowly rose up enough to poke my nose over the railing. I forgot all about how scared I was when I saw Cloudsdale before me. We had risen to the edge of a massive cloud that held a towering jumble of buildings on it's top. Other smaller clouds were similarly built up nearby creating a clustered, tiered appearance to the town. Woven between all of these outlying clouds and the main one were streamers of rainbows that wrapped and slid around them with a delicate grace. Around the edge of the main cloud, I could see multiple running waterfalls cascading over the edge and disappearing into mist in the empty air below. The buildings were a light blue that matched the sky around us with white spire tops, sparkling in the sunlight and taking my breath away. I hazarded a glance down. Ponyville was far below us yet I could still make out the buildings of the town.

The magic of the grass poop box paled in comparison to the power that made this possible.

Several pegasus were soaring back and forth, going about their business. On the closest puffs of cloud, some were lazing about and a few had noticed us now, taking interest in our balloon. Applejack called out to a silver pegasus with a dark blue mane nearby.

"Hey there! Can ya give us a hand? We need to get into the town center!" she called.

"Land ponies!" the silver one laughed. "You got soooome guts coming way up here!" the pegasus had a deep booming voice and said this in a friendly manner. I took it as a compliment. "Hang on and I'll get ya goin in the right direction"

He hopped off the cloud and flew to our basket with an amazing graceful swoop. Putting his hooves on the edge, he began to flap his wings to push us, but when his large grey eyes fixed on me... he recoiled.

"WOAH WOAH WOAH!" he yelled, backing off several feet and regarded me with a shocked look. "What in the buck is that!" he pointed.

"This is our friend, Mason!" Pinkie Pie grinned at the pegasus. "He's a human and almost died once from being to happy!" she gave a little hop at the end.

"A friend?..."

"Now I know he looks a bit differn't an all, but you have our word he's not dangerous. Just please... can ya help us?" Applejack asked again.

He eyeballed me warily before moving back to the basket. He didn't say anything else, just began flapping his wings and the balloon drifted sideways into the passageway between the buildings just above the cloud floor. I could see material other than clouds were used to make the actual buildings themselves... but the floors of everything were the tops of the cloud like a puffy white carpet. Applejack was right... we couldn't leave the basket without magic.

We drifted through corridors and passageways. The buildings were small and stacked up tight with lots of pegasus now traveling about though the airspace around us. It was busy and crowded here, reminding me of how a busy shopping mall looked with people moving in all different directions. More than once, a pegasus would flit up near the basket for a quick peek at the land ponies inside. The ones that didn't see me quickly left. The ones that did... they left even quicker.

The pegasus guiding us seemed to know the way well and never once looked up to get his bearings. There were no real streets in this complex and I came to my own conclusion that there wouldn't need to be any. Cloudsdale didn't need the map of a normal town or city when it's citizens could fly. It felt alien to me, lacking the layout and organization I was used to.

Soon the buildings began to change in size and stature. They became more grand and tall with large spires, trellised balconies, and large windows that either were glass or some other clear substance similar to it. Through some, I could see immense inside spaces with ornate hanging light fixtures as we drifted by. Whoever these ponies were... they liked the finer things in life. The traffic thinned at first, and then there was none at all. Where ever we were now didn't have a lot going on and I took a guess that these large buildings must be for only one or two pegasus each instead of the dense population near the town's edge.

I was, thankfully, feeling better now that I couldn't see the ground. At least I could pretend that if I fell, I would land on that soft pillow of cloud below instead of plummeting to my death. I fought back the sudden urge to spit over the side to see what would happen when a familiar voice rang out in the still quiet air.

"FINALLY!" Rainbow Dash was sailing towards us. She looked completely frazzled. Her mane was mussed and her tail was frizzed out behind her. "Windshear? Hey buddy! How's it been?" she said with a strange grin when she noticed the silver pegasus pushing us along.

"Rainbow Dash!" His face turned red and he backed away from the basket. Ponies blushing still threw me for a loop.

"Heh heh.. yep. It's me! How's ol... what's his name... you know... the one you stood me up for?" she narrowed her eyes and swooped over in front of him. I was sure I heard her right.... what's HIS name?

"I... Nice meeting you all" Windshear said quickly and flew away back in the direction we came.

Rainbow Dash hovered for a moment looking after him. "Ehh.. you were boring in the sack anyways" she said and came back to the basket.

"Where's Twilight?" the pegasus asked, inspecting the occupants.

"We sent Big Mac to the farm to get her, she'll be along shortly. Pinkie Pie said you needed help?" Rarity asked.

"Well yeah! Windwhip is locked up in his brother's mansion and I need some serious unicorn firepower to get in there after him!"

Applejack spoke up. "Rainbow... we think Whipwind hurt those fillies somehow. We found this at Scootaloo's house!" She pulled the large bow up from the basket to show Rainbow Dash. She flew in close to inspect it.

"Is that..." She pointed to the clump of red hair, her eyes getting big.

"Yeah, that's Apple Bloom's mane alright. I got a bad feelin bout this Rainbow Dash. I think Whipwind has those fillies with him!"

"Well, lets stop messin around then! Let's get in there and kick some butt! Rarity can cover for Twilight till she gets here, can't ya Rarity?" Rainbow looked towards the impeccably clean and styled unicorn who was looking quite nervous now.

"Well.. the thing is... I mean... I'm not sure how long my spell will last! I'm not good at this sort of magic, you know! Can't you ask me to whip up a color coordinated rope or something?" She asked hopefully.

"Rarity..." Applejack moved close to her friend and put a hoof around her. She fixed Rarity with a confidant, steady look. "I've got faith in ya. You're the best unicorn I know at magic next ta Twilight and she's the best there is. Go ahead and cast it on me first. I know you'll do just fine."

"Yeah! lets get this show on the road!" Rainbow cried as she hauled the basket down to the cloud below, stopping just inches above the cloud's surface.

"I'll stay with the balloon and keep watch for those naassstyy birds! They can't be trusted, ya know..." Pinkie spoke up, but I noticed she lacked her usual cheer. Her voice was flat and quivering a little.

"You alright Pinkie?" I asked.

She didn't say anything, but busied herself inspecting the various pull chains dangling from the balloon above.

"Pinkie ain't much for confrontation, Mason." Applejack said. "She get's kinda funny when people are angry 'round her. Now lets do this"

Rarity gave one more whimper before she screwed her muzzle up in determination and shut her eyes. Her horn began to glow weakly at first, and then brighter when she strained. Applejack stood in front of the unicorn patiently waiting with a confidant smile. The horn grew in brightness until finally a glowing spark arced off the end and landed on Applejack's hat, falling apart in a sparkling shower before fading away completely. The farm pony didn't hesitate one moment and she jumped over the side of the basket, landing softly on the cloud below.

"Yeeehaw!" she gave a triumphant cry. "That's the stuff, Rarity! Good job!" Now get Mason and yerself and we'll go get our fillies back!"

Rarity turned towards me. Despite how nervous I was, I was struck at that moment by how beautiful she was. Her large dark blue eyes and matching main against her pure white coat was majestic and refined. I felt like I should do something... something to encourage her.

"Go on Rarity... I trust you" I said awkwardly and put my hand out against her cheek briefly. She gave a quick smile and looked down.

"Thank you, Mason. I hope my magic works on humans too..."

Oh boy... that thought hadn't occurred to me. What if the spell she was doing turned me into a quivering pile of goo or something! I was about to protest when her horn began to glow brightly again. Screwing my eyes shut, I waited for something bad to happen.

Moments passed. I didn't feel or hear anything. I kept my eyes shut...

"Come on!" I heard Rainbow Dash say impatiently. Opening my eyes, I saw that Rarity was already out of the basket and the two land ponies were waiting for me to join them on the cloud. I felt foolish. Swinging my leg over the side, I cautiously hung from the edge of the basket and touched the tips of my toes against the cloud's surface. I felt a squishy but firm resistance before letting go.

"What's the matter, Mason?", Rainbow chided me "Scared of heights?" she chuckled.

"Shut up, you overgrown bat" I said to her with a nervous laugh.

"Hahah!! A bat! Not bad, human." Rainbow Dash laughed and swooped in to give me a chummy elbow in the ribs.

"Come on ya'll lets quit stallin!" Applejack grew serious again. "What house is it?"

"This one over here, come on!" Rainbow took off ahead of us and we followed along behind her on the soft cloud's surface.

We didn't go very far, only a couple of buildings further past where we left Pinkie Pie and the balloon. It was a single large structure that soared up into the air above us. It reminded me of a miniature skyscraper you'd see downtown in a big city. There were windows and balconies at regular intervals along what I guessed would be about 5 or 6 floors total above us. The bottom entrance was a large round rotunda jutting out into the cloud's passage way. A massive double door stood closed, barring our entrance.

"Rarity, whadya think?" Rainbow Dash asked. "Can ya manage this one too?"

"Rainbow Dash!" Rarity said in an offended tone. "You are asking me to help you break into a house!??"

"Well.. Maybe just a little bit... But COME ON! Whipwind might have Apple Bloom and Scootaloo in there!"

"Did you try knocking?"

"Yeah, but there's a stuffy ol' penguin suit butler who won't let us in!"

"I will NOT stoop to the level of a common criminal!" She held her muzzle high. "I will simply talk some sense into this servant and let him know who he's dealing with." Even I was growing impatient now. I was feeling like every moment wasted was one we could be using to save the two fillies he have in there.

Rarity moved to the door and gave two hard bangs against it with her hoof then waited. The seconds ticked by and I thought I might have to pee soon. The white unicorn banged again and waited. Only the air swirling around us marked the passage of time as the four of us stood still. Yep... kinda had to pee. She reared back again to knock but stopped when the faint, echoing sounds of hoof steps came from within just before the latch on the door was thrown back and one of the two doors was pulled open.

A pale, gaunt pegasus stood in the doorway wearing a formal looking black and white outfit. I had not seen a pony wearing clothes yet and struck me as rather odd to see. He wore a gold monocle in his left eye attached to a thin silver chain that dangled into what must have been a pocket below the curve of his chest below. His coat was bone white with a jet black mane and he regarded us with an obvious disdain mixed with inconvenience before speaking in a fussy, dramatic tone.

"Yes... can I... help? you?"

Rarity took the lead. "Yes, my good man. Would be so kind as to tell Whipwind that he has guests here to discuss urgent matters with him? Off you go now, thank you very much." she said with a haughty tone.

"Yes.. well I'm sorry. Master Whipwind has given me direct instruction that he is not to be disturbed, madam" the butler replied.

"Nonsense. Be a good fellow and run along to fetch him now. We will just wait in the foyer." Rarity moved to take a step into the doorway but the butler was unmoving. She came up short right in front of him with an offended air. "OH! I never!" she gasped into the butler's face.

"Madam, I don't know who you are but as I've told your crude friend here, the Master is not taking visitors. Now good day!" and the door was slammed in Rarity's face. She was close enough that the door smacked her on the nose painfully. I could see her eyes water up as she rubbed her snout.

"That was the most rude... insensitive... I... I.... I have never met a....! Who does he think he is?!" She spat at the closed door in front of her.

"NOW will you believe me?" Rainbow Dash said exhaustively, rolling her eyes.

"I am going to give that butler a piece of my mind..." Rarity said in fury as her horn began to glow once again. She grunted once and then a small 'snick' sound came from the door. "You ponies are turning me into a deviant!" she said dramatically.

"All RIGHT! Way to go Rarity!" Rainbow Dash did a quick, tight loop de loop and slammed into the door, opening it.

We piled inside quickly and shut the door behind us. My heart was actually pounding now that we had broken what at least was a law in the world I came from. We were in a large entrance way with two sweeping staircases opposite from us leading up to the floors above. They were made of some clear blue material I had never seen before and slightly transparent. On the opposite wall behind these stairs was a large window letting in bright sunlight that illuminated the arched doorways that stood on the left and right of us. Below each staircase, was a small closed door. I figured they had to be closets or something... unless magic made room for something else.

The butler heard our entrance and was on us almost immediately striding in from the arched entrance to our right. "EXCUSE ME!" he shouted as he trotted up to us indignantly. "This is a private..."

Rainbow Dash was fast. I mean holy shit she was fast... I didn't even see her move! I only saw a rainbow colored flash and then the butler was pressed against the wall across the large foyer under the right stairs being held up by her hoof at his neck. Her mane was sticking up like an angry cat.

"Listen here you slimy penguin..." she growled in his face. "Whipwind has some visitors whether you like it or not. Now we can do this one of two ways... My way.. or the eeeeasy way..." she leveled her muzzle with his.

The butler was paler than before. He looked absolutely petrified and given the circumstances, I didn't blame him. Rainbow Dash was apparently not a pony to be messed with and another mental note of mine was made. Applejack had moved to the small door under the stairs next to Rainbow Dash while the butler weighed his options. She opened it, revealing a small broom closet. "This'l be the easy way..." she said pleasantly to the butler. He nodded without taking his eyes off of the threatening blue pegasus who held him.

After stowing the butler in his holding pen, Rarity was called on again to perform magic. She struggled with the spell but managed to bind the knob in such a way that it should hold him for some time.

"Really... You ponies should have Twilight here for all this nonsense! Breaking into houses! Keeping prisoners!" she threw a dramatic hoof to her forehead.

"Rarity... You're doing great! Don't sweat it..." I said to her.

"Sweat?! Am I sweating??!" she looked positively frightened now.

"Nah, yer dry as a bone. Now listen up" Applejack commanded again. "Lets split up. Rainbow Dash and Mason take the right side and Rarity and I'll take the left. If ya find Whipwind, send one of ya ta come back n find the rest of us before ya mix it up with him. Deal?"

"Deal!"

"Deal"

"Deal!" I said.

Rainbow Dash and I headed up the right staircase. I struggled to keep up with her as she was flying quickly up the courses without touching a single step. She didn't wait for me at the top either and was already looking into the rooms of the long hallway that was the only egress from the landing at the top. I was out of breath and panting hard behind her at the hallway's entrance when she zoomed back to me.

"Nothing here, everything is empty." she said then gave me an appraising look. "Say... what's with you? You can't handle a little exercise?"

"I... Guess not..." I panted in embarrassment.

"Well, keep up human! I'm the fastest pegasus in all of Equestria! HA!" she boasted and then took off down the hallway towards the stairs at the end.

I ran as fast as I could along the cloud floor of this hallway towards the next flight of stairs way at the end. The walls and ceiling of the hallway were a light blue brick looking material with open doors of dark wood on either side. How this place existed was beyond me but I was past the point of caring. All I was concerned about was getting up the next flight. At the end of the hallways was another large window at the bottom of the steps that I began to climb. Half way up, I was out of breath again and had to stop. Jesus, this was embarrassing.

Rainbow Dash returned to me again as I gained the landing of the 3rd floor. She zoomed up and came close. "I found him... he's in the room... second door on the left..." she whispered to me. "Scoots is there"

I didn't say anything, just nodded. I couldn't say anything... I had no breath.

"I'm gonna go get the others. Keep an eye on him till we get back"

Rainbow Dash vanished in an instant down the steps and I was alone. After waiting for my breath to catch up, I moved down the hallway to the second door that stood open in this new hallway. My heart pounded in my chest as I peeked into the space beyond.

The room was a large open space with large windows on the opposite the wall from the door. The left and right walls were shelves built into the light blue cloud like material and displayed row upon row of what looked like gold trophies and awards that gleamed in the sunlight streaming in. In the middle of the room sat a large wooden desk that held only a single large clear bottle that appeared mostly empty of some dark blue fluid. Behind and pushed away from the desk far enough for me to see him completely, sat Whipwind in an overstuffed chair.

He was the largest pegasus I had seen yet. Even sitting down and slumped over in the chair he looked like a monster. But he also was a mess. Drool ran from his muzzle as he snored lightly and when I followed the silvery stream glinting in the sunlight down into his lap, it was pooling on Scootaloo's mane. She was curled in a tight ball with one of his hooves wrapped around her holding the filly to his considerable belly. I couldn't tell if she was awake, but she wasn't moving.

My heart raced. Whipwind looked completely out of it! I could sneak in and grab Scoots and run out before he even knew what happened if I was quick. I knew we had agreed to just watch him until we were all together, but what if this was our only chance to get Scoots back without incident? I didn't want to risk her getting hurt... I slid into the room and moved as silently as I could towards the sleeping pegasus.

The smell of sick vomit and moldy wet clothes assaulted my nose when I was my body's length away. I fought the urge to gag and wondered how in the hell anyone or anypony could be alright smelling like that. Now that I was this close, I could also now see his orange coat was matted and dirty with smears of who knew what. Two more steps and I began to reach out for Scootaloo, planning on scooping her up out of his clutch and running.

One more step... my hands were almost there. I could feel the sick heat coming from Whipwind now, the smell was intolerable.

Another... my hands touched Scoots and began to wrap around her when suddenly her head turned back to look at me. Her eyes were wide with fear and blood caked one whole side of her face. "Trap...." she whispered. My blood ran cold.

I heard a deep growl come from Whipwind's chest. My eyes traveled up from Scootaloo to his face and found two redish purple eyes boring into mine. They were the eyes of a wild animal, not the same eyes I had grown accustomed to with the ponies here so far. His upper lip curled in a sneer and then a bright white flash of pain rang in my head. I felt myself lifted off my feet and pushed backwards, landing painfully on the cloud carpet on my back. I was dazed for a moment, wondering what the hell just happened when my jaw began to throb in exquisite pain. A loud buzzing in my ears that I hadn't noticed a moment before morphed into words that I could understand.

"...kind of abomination are you? Sent here by the LAND SLUGS?!!" the voice was filled with uncontrolled hate and anger.

I tried to clear my blurred vision and succeeded marginally in understanding that Whipwind was now rising from the chair. Scootaloo was curled in a ball on the table now, shaking with wide unblinking eyes. I tried to move, but my body and mind didn't seem to be cooperating at the moment.

"You break into my family home and then try to STEAL my property?" his words were sloppy and wet, quivering with the sound of loose jowls and extra spittle. "This filly may be WORTHLESS but she is still MY property." He was on me now, only a few swaying steps away from standing over me. "Are you with that WHORE land slug corrupting her? HUH?? Is that why you're here?!"

My muscles finally responded to the frantic signals my brain was sending and I began to slide backwards. I didn't go far before I bumped against the wall. Quickly snapping my head to the right, I saw I was up against the bottom shelf of statues. They all looked pretty much the same, about two feet high with a heavy, wide gold base that supported a cylindrical shaft. On the top of each was a gold pegasus rearing back with it's wings spread. They shone brightly in the sunlight streaming through the windows.

I needed to do something otherwise Whipwind would be over the top of me in moments. I grabbed one of these objects by the gold pegasus top and scooted away from the advancing mad pony. I got to my feet as quick as I could and readied myself for what could only be a stupid attempt in my mind to defend against this beast. I hoped the others got here soon. Unlike the mares, Whipwind was almost as tall as I was with a thick, heavy body. He easily outweighed me by a couple hundred pounds.

"Ah.. hahaha-" Whipwind tried to give a mocking laugh but it ended in a phlegmy, hacking bark of a cough that sounded wet. "Do you know who I am? I AM WHIPWIND! The best Wonderbolt there ever was! Just look around you, creature... see all these? Nopony has this many awards. I got them by being THE BEST! Not even this stupid FILLY can take that away from me!"

"She's your daughter, man! What the fuck is wrong with you?" I tried to sound brave holding my makeshift club in front of me as a weapon. I could feel blood running down my neck from the sharp center of pain on my chin. My whole lower face felt hot and thick. If I stalled him long enough, maybe Rainbow Dash and the others would get here in time before he fucked me up too bad. The only thing keeping me from pissing my pants right there and running was Scootaloo and Apple Bloom. This had to end, for their sakes.

"Don't make me laugh... please." he said with a disturbingly clear voice now. Either his craziness was just an act, or he wasn't as out of his mind as I thought he was. "She isn't worthy of being my filly. She has ruined MY NAME, she has ruined MY LIFE!"

He suddenly darted at me. Damn he was fast. I barely had enough time to slide to my right, bringing the trophy down in an awkward cross body swing towards his back. It struck a glancing blow off his shoulder but it was enough for the heavy base to draw blood. He swung back with his hoof and barely missed re-arraigning my cheek bones that time. We separated again. Staring at each other.

"Where's Apple Bloom?" I asked him.

"Oh... you mean the WHORE?" He lunged again, slower this time and I swung true, connecting with his muzzle solidly. A wet smacking sound came from the impact and I saw several white chips fly from his mouth. It took a moment for me to realize I had won that exchange.

"HA! THAT'S FOR SCOOTALOO YOU MOTHER FUCKER!" I yelled in surprised triumph.

A cry came from him that started in pain and ended in rage. He spat out a messy glob of blood and teeth and charged again before I could react. His head impacted my upper chest and for the second time that day I was flying backwards. The breath left my body when I impacted the floor this time, the trophy flew from my grasp. He was on me instantly and I felt a searing pain as his mouth clamped down on my left arm above the elbow, jagged teeth digging into my skin and vice like pressure compacted the bone. Blood ran freely from his mouth, both his and now mine.

A dull crunching sound filled my ears and my arm went numb. I tried to scream, but I still couldn't draw in a breath. It was like a tight band was wrapped around my lungs, suffocating me. He had me... I was done.

He began thrashing his head back and forth like a dog playing with a rope, my arm and body helpless against the force and I was whipped back and forth several times before he spat and threw me. I bounced against the floor in agony, waiting for the end. Through a red tinged haze of pain, I saw Whipwind over me, blood and drool streaming from his muzzle landing on my chest. He reared up, putting his two front hooves together to drive his weight straight into my face.

"MASON!" I heard from the door.

Rainbow Dash streaked into the room and slammed into Whipwind's chest just as he began to thrust down. The force of her impact drove him back and he landed on the edge of the desk. Dash landed in a heap herself, momentarily dazed by the force of the blow.

"Now you just better cool yer jets before this gets any uglier..." I heard Applejack's voice near me.

"Don't... you speak to me you... slug!" he spat. "My ears... are sickened by your voice..."

"WHERE'S MY APPLE BLOOM??!" she shouted at him as he gained his feet.

"Probably DEAD in the Everfree forest where I left her!"

Applejack's face twisted in rage. "You... you wouldn't have..." she said slowly.

"What do I, Whipwind, care about some whore slug filly. She was corrupting the last chance my filly had at being a true blood member of Cloudsdale! She deserved whatever she got!"

My arm was throbbing in the most intense pain I had ever felt in my life. I lay helpless on my side, able to breath now but unable to move my arm watching the scene unfold before me. Rainbow Dash had regained her wings and hovered off to Whipwind's left, Applejack stood between him and me.

"You gonna regret you ever set eyes on that filly, Whipwind..." the farm pony said in a dangerous shaking voice.

"I'd like to see a land slug like you try..." he grinned a sick bloody grin at Applejack.

Rainbow Dash took the opportunity to zip behind and scoop Scootaloo off the table, getting her out of harms way. She brought her to Rarity who I saw then was next to me, standing ready with her horn glowing. Before Dash set the quivering filly down, that same spark that I saw touch Applejack in the basket jumped from the end of her horn and landed on Scootaloo. Satisfied, Rainbow Dash gently set her down on the cloud carpet where she curled back into a ball, hiding her face.

"Aww.. isn't that sweet... you're trying to save that worthless brat..." he gave a mock sincere face to Rainbow Dash.

"Alright, Whipwind... Now ya gotta deal with me too." Dash said turning to the large pegasus who stood waiting. "Nopony hurts my friends and gets away with it!"

She didn't wait for a response, she darted in with a rear hoof extended aiming for his already bloodied face. He dodged, grabbing her leg and swinging her past and away towards the windows behind him. She halted short of smashing into the clear panes and came at him again quickly. Applejack was charging now and clamped her own mouth on his flank as he readied against Rainbow Dash's next attack. She bit hard and deep, tearing away a large chunk of flesh and spitting it out instantly in disgust. A bright red hole remained where she bit him, blood already pouring down his leg.

He cried in pain, swinging around with a hoof that connected squarely with the face of Applejack, sending her sprawling and unconscious. But this left him open to Rainbow Dash who was already speeding towards him. She landed a speed driven hoof against his temple, knocking him staggering towards where I lay. He landed with his back facing me in a heavy heap inches away and I was overcome with the stink and sick smell that wafted in to my nose. I could see his wings closely, the orange feathers were unkempt and dirty. I remembered how sensitive Scootaloo's were and acted on impulse, not willing to let this chance go.

I dug the fingers of my only working arm into the stiff feathers of one of his wings and gripped tightly. Pulling back as hard as I could, a ripping, popping sound came from his back and a large clump of feathers released from their anchors, coming away in my hand. He screamed in real pain this time. Agony was thick in his cry and he thrashed to get away from my hand that was already reaching back for more. I got one more good handful before he managed to get far enough away.

"NO!!!" he cried. "YOU IGNORANT..." that was as far as he got before Rainbow Dash was on him again. But somehow he saw her coming and managed to duck at the last moment. Dash sailed through the space where he had been seconds before and slammed into the trophy wall with a tremendous crash before falling in a heap on the ground, the objects of the entire shelf tumbling on top of her in a glittering, heavy fall.

Whipwind stood up and staggered back towards the large desk, looking from the heaps of Rainbow Dash, Applejack and myself. A delirious, sick smile lit his face up and he began to cry out in victory. "HA!! You see!!?? I AM UNSTOPPABLE!"

I looked over to Rainbow Dash who struggled to raise her head under the pile of weight on her. She was bloody from a large cut on her forehead and she tried to focus on me. "Get... Scootaloo... out..." she said weakly.

I turned to look at Rarity who nodded and scooped the shaking ball of orange and purple up before backing out of the door. Whipwind slowly walked towards the unconscious form of Applejack on the other side of the room with a gleeful madness.

"First... the land slug..." he gave a slobbering giggle.

"Stay the FUCK away from her!" I yelled as loud as I could.

"Or what?! Huh!? You're helpless... just like everypony ELSE!" he kicked Applejack in the ribs. She didn't respond.

"NO!" I screamed again. Rainbow Dash was trying to get up but she was pinned.

He reared back and drove another hoof against Applejack's midsection with a dull cracking sound. Blood sprayed from Applejack's nose. He was going to kill her! I tried to get to my feet but the pain completely immobilized me. Tears fell from my eyes at the frustration and helplessness I felt.

"GOD DAMMIT NOO!" I cried as he reared back for another massive kick...

"WHIPWIND!" A loud commanding female voice rang out casing him to stop. Both he and I turned our heads to this new voice.

In the doorway stood the most majestic pony I had seen yet. She was taller than any other I had seen, fair and beautiful with a light pinkish white coat and a flowing mane and tail of purple, blue and green that sparkled with a preternatural depth. She wore a gold crown that circled the large white horn on her head matched by gold accents on her hoofs. Large wings fanned the air behind her as she stood tall and proud with an aura of authority and power.

"Suffer my wrath!" she intoned gravely and before he could form a response, she lowered her head. From the end of her horn came an intense beam of brilliant white light. It shot straight and true, striking Whipwind in the center of his body behind his right front flank. A scream of agony tore from his throat as the beam became a bubble, encasing him in light. His cry became distant, as if he were moving away at a rapid pace yet he remained where he was frozen and unmoving. The light solidified on his form attaching itself to him and then a bright flash lit the room... and it was over.

Whipwind was frozen in place, now a pale white figure half raised on his hind legs with a grotesque twisted expression on his turned head. But his eyes... his eyes still moved! They rolled and twitched in rapid movements focusing on the large pony at the door, to me and then rolled over and over again.

"Applejack!" Twilight Sparkle ran into the room sprinting towards the prone form of her friend. "No! Applejack, hang on..." she cried out skidding to a halt beside her, the Alicorn's horn was already glowing. Several small beams of blue light traveled from her horn down to Applejack's body where an ugly depression had formed from Whipwind's last kick. They focused there and began swirling rapidly. Twilight focused and strained as the lights grew faster and more intense, then she gave a barking cry. "CELESTIA!! PLEASE!!... I CAN'T...."

The large mare at the door moved gracefully to Twilight's side and lowered her head, touching her horn to Twilight's. The room flashed in bright blue light and the beams from Twilight's horn grew steady and strong. The dent in Applejack's body began to fill out and solidify once again. A few moments passed, and the magic was done. Twilight remained by Applejack's side, crying.

"She's...gonna be alright... isn't she?" I asked the room.

The large pony with the shimmering mane turned to me. She had a calm and soothing way about her that comforted me. "She will mend with time.... and so will you, brave human."

I collapsed back against the floor, tears of my own running down my cheeks.

Chapter 15

It became hard to keep track of events for a while. Pain, trauma, exhaustion... they all mixed together to form an intoxication that kept me from tracking time properly until sometime later. It was like a flip book, but with sections missing out of it that caused the movements and actions of the players to skip ahead in fits and starts.

Once the adrenaline stopped pumping in Whipwind's room, the pain in my arm changed from an intense throbbing to a grey wall of thunderous and unrelenting intensity. It had yet to stop bleeding and I wondered with a detached amusement if they had compatible blood here in Equestria because it looked like gallons of it had leaked out from the large jagged wounds above my elbow. I rested my head against the hard, rubbery surface of the cloud underneath me and pondered pony blood, pony DNA... and began to drift away from awareness and concern.

It was Celestia that brought me back. Her voice called my name and it rang out in the white haze of awareness surrounding me. A moment later, that haze turned a deep blue. I didn't need to be told she was using magic on me. No medicine or drug back home that I'd experienced could duplicate the deep, intimate, biological conversation that took place between her magic and my body. The best description would be that she moved through me. I felt her female presence that soothed and comforted me while she moved within my thoughts and body. My left arm, which had been numb from the elbow down and immobile, began to get pins and needles feeling in my fingers... then my whole hand. When she pulled back, I felt an empty space inside where she had been and yearned for that feeling again.

Skip.

Large, broad pegasi in silver, official looking armor marched above and past me with serious expressions. I had been propped up against the wall near the door somehow. They asked questions to Celestia and Twilight. Several of them turned to regarded me with looks. Another pegasus entered, this one dressed in a flowing silver garb with a magnificently coiffed yellow mane over a green coat. Celestia and this new comer argued. Rainbow Dash sat next to me. Her face was marred by an ugly, bloody cut above her left eye and one of her wings was sticking out at a strange angle. She gave me a small but happy smile.

Skip.

Wind blew back my hair. The thick strands of a mane whipped around me and partially obscured a deep blue expanse of sky. My ears popped. One working arm clutched at the tone, firm neck of a pony for support. I felt ill.

Skip. This one felt longer somehow.

I burned in the bed at Sweet Apple Acres. The sheets were soaking wet with my sweat, sticking to me and giving a feeling of unclean to everything. I felt like I was melting from within. My head pounded, my stomach turned. A cool wet cloth pressed against my forehead. It felt divine. There were voices nearby but I couldn't focus on them.

Skip.

Pain wracked my whole body. My eyes flew open and stared at the ceiling. A whimpering, keening sound filled my ears that sounded like my voice, but I wasn't aware of using my vocal chords. Twilight's face appeared in my vision. Her face was full of concern and worry. She spoke, but her words only reached my ears in a buzzing fuzz. My back felt like two daggers were pressing in between my shoulders. I saw her horn glow for a split second...

Dreams...

I was standing in the middle of a small clearing surrounded by ancient willow trees... or at least that's what they resembled. They stacked high above me, larger than any willow I had ever seen. Vast curtains draped down to the ground in long silvery whips. The bright blue sky above the clearing bathed me in sunlight on a carpet of fresh, deep green grass that ended in all directions at the curtain falls of the trees. There was no malice to this place. Only peace and harmony. I had no memory of traveling here. But that realization didn't seem to need much thought. How could anything bad happen from being in such a tranquil place?

I wasn't alone. The large fair pony who I though must be Celestia that saved us in Cloudsdale stood in front of me with a sad expression. She spoke with a soft voice, a voice that reminded me of my mother.

"Mason, You are suffering. For this, I am sorry. Please forgive us all."

"I don't understand. What do you mean?"

"I have brought your consciousness here, away from your body that is in agony. It is in flux...changing. I'm afraid there's little I can do about it."

"What are you talking about?" I was getting nervous now. I felt just fine, in fact... I felt great! Nothing seemed wrong with me at all and what she was saying didn't make any sense.

She gave a patient smile behind her multicolored mane before continuing. "Humans never have been good at separating mind and body, you are here only as how you are remembered by your consciousness. You are dreaming, but I am the one who brought you here to dream."

"So... is this real?"

"For your consciousness, yes."

"Then what's happening to my body!"

"Whipwind's blood is inside you. It is strong with the life force and magic of the Pegasi... too strong for your human body to resist. It is re-arraigning your physical structure to accommodate itself. How much so and where... we can't be certain. This has never happened before in all of Equestria."

I stared at her for long moments. Changing?? Changing into what? What did she mean? Was I going to be some mutant?

"Mason... You didn't ask for any of this. You have been here only a short time, but have proven yourself to be a kind, generous and caring human. I am sorry you have been made to suffer this outcome and Whipwind will pay dearly for it. You have my word."

"WHAT OUTCOME?!" I was panicking now. She sounded so grave...

"I am offering you a choice, human. You can decide to live with however your body changes here in Equestria, or I can spare you the pain and suffering. But I'm afraid you can never go back home now, the portal will not allow any physical form of Equestria back through.

I absorbed what she had just told me. No going back... Ever. But what did she mean....

"Spare me? What do you mean by that?"

Her face became somber again. "I can end your knowledge of life and time as you know it. I can send you somewhere where you will feel and know nothing, forever. You will be free of the pain you will surely experience back in your body."

"You mean kill me?"

"If that is what you wish to call it..."

"Fuck that!" I said vehemently. "How bad is this gonna be that you're offering to KILL me?"

She recoiled slightly from my words. "Mason, We do not know what will happen when the pegasi essence is done with your body. You may be in a great deal of pain. If ever you change your mind, I will release you from it." She turned slowly and began to walk towards the edge of the clearing.

"Wait! What about Scootaloo?" I asked. "What about the others?"

"In time..." was all she said.

Wake.

My mouth was dry. In fact... it felt like someone had dumped a cup of sand in it. My eyes didn't want to open and I had to arch my eyebrows to get them to unstick from whatever goo had sealed them shut. It was dark and quiet with no sound reaching my ears. I had been propped up sharply on several pillows under my back and head that, once I turned the light on, let me see the room clearly. Already the dream I had was fading. It's messages and imagery crumbling and vanishing by the second.

I was at Sweet Apple Acres. There were several chairs and tables now around my bed that weren't there before. Bowls of water, several cloths, jars and vials containing liquids and what looked like crushed herbs or something were scattered about. It looked as though a large number of people had spent time in here.

I heard a gasp from the corner and I looked to it's source. Fluttershy was blinking into the light. She was curled up on the floor and had raised her head to look at me. She looked like she had been sleeping.

"Oh my! Mason! You're awake!" She got to her feet and moved to the bed. "How are you feeling?" she asked with genuine concern reflected in her large sleepy green eyes.

"Drink" I said in a small raspy voice that didn't sound like my own.

"Sure! Um.. Just hold on... I'll get Twilight and bring you back some water!"

I lay on the pillows quietly, waiting for her return. I became aware that my back hurt. It felt thick and warm under me against the pillows and I gave a wiggle against them. I felt a lump rubbing between the shoulder blades and wondered if I took a whack on the back during the fight. My left arm was dressed and bound to my body but my fingers flexed on that hand reliably.

It was a little bit before I heard the soft hoof falls on the steps outside and then Twilight appeared in the door. Her face was heavy with interrupted sleep but the smile she gave lit her eyes up all the same. A cup floated in front of her and when we made eye contact, it slowly hovered over to me and stopped before my face. The water was cold and clean, I drank it in seconds.

"Mason, How are you feeling? You've been out for several days now" she put a hoof to my forehead. Fluttershy had moved in next to her and watched.

"I hurt all over" this was true. Every muscle in my body was vibrating with a dull low ache. But my back.. damn.. "My back hurts pretty bad"

She gave me a small smile and a look that told me she knew what I was talking about. "Um.. yeah. About that."

"Did I get hit there or something?"

"I don't know exactly how to say this... but Celestia and I think... well... we think you might be growing wings there." She looked at me with a apprehensive smile.

"What?" I was sure I didn't hear her correctly.

"You see... some of Whipwind's blood got inside you when he bit your arm... and it kinda... well changed you. I told Celestia that it was only a little bit of blood so the change couldn't be big but she read this book that said pegasus blood was..." She stopped herself and gave me an apologetic look. "I'm rambling again... sorry"

"You're telling me I have wings now?" my mind raced at what she was telling me.

"Well... not exactly... they're still growing. They're only little bumps right now under the skin."

That's was enough. I hurt, I still felt sick, I had been chewed on, kicked around, made to fly in a balloon, walked on clouds, and now this?

"I don't want to grow wings!!!" I shouted losing my temper. "Jesus! It was weird enough I got my ass kicked by a crazy pegasus in the clouds and now you're telling me I'm growing wings?! WHAT THE FUCK!""

"Mason..." Twilight started but I cut her off.

"No! Can't you do some magic or something and get these things out of me?! I thought you were supposed to be some powerful unicorn or something! HELP ME!! I DON"T WAN..." I started to cough. I was still feeling weak and yelling wasn't helping any.

Twilight and Fluttershy looked down, their ears drooping. Fluttershy even took a step back. I felt regret already at yelling at them, but I was out of my mind with fear and panic. Wings are growing under the skin of my back!!! I became acutely aware of them. The pressing hard lump against the pillow between and below my shoulder blades...

"Mason?" a voice said. It seized my attention immediately.

Twilight looked behind her and then stepped to the side. There was Scootaloo. Her orange head was wrapped in a clean white bandage that had her purple mane sticking out in crazy directions... but other than that, she looked fine. Her eyes fixed on me with a deep compassionate look.

"Don't be scared... please... don't be mad...." She moved forward and jumped on the bed, landing astride my legs, leaning in to me. She butted her head against my forehead and nuzzled me. "I'm here with you... I'm here with you..." she whispered repeatedly.

"Scoot..." I put my right hand on her face.

"You saved me... you came for me..."

"I didn't do a very good job..."

She pulled back and sounded like her normal self for a moment. "Are you kidding me? You smacked him a good one! That had ta hurt!" she smiled and nuzzled me again. I put my arm around her and embraced her as best I could, turning my face towards Twilight and Fluttershy who were standing by watching.

"I'm sorry, you guys. I freaked out there for a second." I apologized to them.

"You deserve a freak out or two I guess." Twilight said. Her ears had come back up and she looked more relaxed now. Fluttershy came back to the bed and gave a shy smile.

"How long before... they are done growing?" I asked her

"We don't know, but we'll be here for you and help out whenever you need us. So far, that looks like the only thing that's changed but keep an eye out for anything weird, ok?"

I gave her a smile. "I'm sure you and Celestia have done everything you can. If you guys are around, then I'm sure I'll be able to live with it"

"You bet! In fact, I've even started documenting the process for my first ever book!" Twilight beamed.

"Wait! What about Applejack??" The image of her broken body came to my mind, pushing away the thoughts of being a case study for the purple Alicorn.

"Oh! She's gonna be OK. They have her at the Cloudsdale Hospital. She's doing real good and if you're feeling up to it, we can go see her whenever you want. Apple Bloom too, She's asleep next door."

"No I aint!" came her indignant accented voice from behind Twilight. "Aint nopony sleepin round here with all this fussin going on!"

She moved into view next to Twilight. She looked pretty rough, even if it had been a few days as Twilight had mentioned. Her mane was missing a large patch of hair and a large healing cut was visible in front of her left ear. There were scrapes and raw patches all over her but it was her leg that looked the worst. It was in a stiff purple cast that she dragged behind her with a solid scraping sound on the wooden floor. I could just make out some haphazard writing on it in various places.

"What happened to you guys?" I asked her. Scootaloo moved to lay down next to me on the bed. I put my hand on the back of her neck and stroked her coat while I listened.

Between Twilight, Apple Bloom and Scootaloo, the events of that day were relayed to me. Fluttershy excused herself part way though to go downstairs and get some sleep. I learned of Apple Bloom's flight from Whipwind and her fall in the Everfree forest. Twilight filled in the gaps of how she and Celestia came to Cloudbrand's mansion just in time. Finally, Scootaloo told me about what happened to her. How she woke up in Cloudsdale unable to run or move because she couldn't walk on the clouds. She was at her father's mercy while he'd dangled her over the cloud's surface repeatedly.

"Oh... and our secret's out..." she finished miserably.

I looked at her for a moment, trying to fit what she was saying into context.

"Oh.."

"Yeah... in fact, Girls? Can I have a word with Mason alone?" Twilight said to Apple Bloom and Scootaloo.

They left under protest, Apple Bloom dragging her heavy leg behind her and Scootaloo gave me another quick nuzzle before hopping off the bed to follow her friend into the hallway, looking back at me. Twilight shut the door behind them and took a deep breath before speaking. I had a feeling what this was about.

"Look.. this is kind of awkward and if you're not feeling up to talking about it right now then I understand. But... Scootaloo is... well.. she's a young filly still. Most fillies have just started dating at her age... let alone calling somepony their special somepony. You... you understand, right?"

I felt my cheeks burning and couldn't meet her gaze. "You mean it's wrong?"

"No... not exactly. It's just that... she... she's been through a lot, more than any of us had ever imagined. I... we... we just want to make sure she's not getting into something that's going to hurt her more. That filly has latched onto you like nothing I've ever seen her do before and it's just happened all so fast."

She gave a small giggle and I looked up to find her smiling. "She's barely left your side this whole time, you know. It's like she couldn't stand to not be near you. But there's something you should know... ponies love each other with their whole essence and life force when they find that special somepony in their life. There's no worse pain that losing that love when you've given yourself to it. Celestia told me that your kind can love each other like that sometimes too but... " She trailed off.

"You're a human. Can you even give her the love she needs?"

Chapter 16

It was a few more days before I could move around well enough to venture past the bathroom down the hall of my room. Between Fluttershy and Scootaloo, I was never alone and my needs were taken care of well. Granny Smith sent up meals regularly when I got my appetite back consisting of cooked carrots, corn, apple sauce and even a few slices of delicious apple pie. I ate slowly at first, then ravenously each time food appeared. Scootaloo was eager to inspect the two growing lumps under the skin of my back regularly, she was fascinated by them.

"What color do ya think they're gonna be?" she asked me.

"Heh.. I hadn't though about it." I really hadn't. I was still uneasy thinking about what was going on back there and tried to ignore it as much as possible.

The pain was getting worse every day. It was a slow, inexorable pressure that pushed against my ribcage and tightened the skin. Twilight Sparkle had brought me some roots from the zebra in the Everfree forest, the same one who had found and saved Apple Bloom. She instructed me to bite off a small piece and chew it slowly when the pain got bad. It tasted horrible, but numbed the pain fantastically.

"I'm gonna kick your no-tail having butt if you can fly better than me! That would be so UNFAIR!" she flopped down next to me on the bed in mock anguish.

"Well... if I can, then I can give you rides!" I tried to sound enthusiastic.

"Bah! Once you've flown with Rainbow Dash, you've flown with the best!"

"How do you know? I might be even faster than her!" I chided, giving her a light bump on her flank with my hand.

Neither of us had talked seriously about what had happened in Cloudsdale or after. She was going to sleep in Apple Bloom's room, but I always found her by my side dozing in the mornings when I woke up. I wasn't feeling well enough for any physical affection yet I was glad to have her with me on some other level. I won't say it was as something cheesy as emotional support and companionship... but it was in the vicinity.

We laid next to each other while reading books that she and Twilight had brought me. Scootaloo's were small romance and action novels, usually with a rough and ready stallion taking on an evil genius, getting the girl in the process. She also brought me a book about a mare named Daring Do that was like reading an Indiana Jones book but with a pony instead. Twilight's were studious reads about the history of Equestria that I avoided completely.

She also taught me how to play a card game named Tail Card. It was similar to Go Fish but had a few extra rules and she beat me handily game after game with glee, boasting and doing a twirl of victory each time. I suspected secretly she changed the rules at will, but I was happy to see her enjoying herself and didn't call her on it. Scootaloo helped me get out of bed, pressing against my lower back with her head so I didn't have to strain too much and helped me ease back down into the pillows once I'd returned... and of course, we kissed a lot. We always seemed to be in contact each other in some fashion, either by a leg, hoof, arm or tail touching.

In short, she was wonderful. I was never happier to have someone... somepony with me.

The visits from Twilight Sparkle and Spike were like clockwork. She would appear with a bag of instruments and a book twice a day to inspect my back. Laying on my stomach awkwardly so as to not lay on my still injured arm, she would use her horn to manipulate various items around the bumps growing there, calling out numbers to Spike who jotted them down in the book. Then... the questions.

"Would you say the pain is worse, better or the same as the last visit?"

"Worse"

"On a scale of one to five, five being the biggest, how much would you say the pain has increased?"

"Two"

"Do you feel any tingling or random bursts of thoughts that aren't your own?"

"What?"

I knew she meant well.

____________________________________

I had just managed to walk downstairs for the first time in days to get my own cup of water and returned. The lumps had grown incredibly sensitive now. Twilight had remarked on her last visit that she could see the bony structure under the skin. I was chewing the root she had given me almost constantly and needed to ask her for more soon. It was late afternoon and we had spent the day reading again, this time with Apple Bloom. It was actually my idea to invite her to hang out with us because both Scootaloo and I had noticed she had been quiet and distracted lately. She did for a while, but then complained about her leg and said she needed to get into a different position in her bed. Dragging her stump, she had left.

I was just getting back into bed with her help when Scootaloo broached the subject we both had been passively avoiding.

"Mason?" she asked after getting me settled back against the pillows.

"What's up?"

"I'm real sorry about my dad." she looked ashamed and wasn't meeting my eyes. I wondered where this was coming from.

"Scoot! It's not your fault, come on... you know that."

"No... I mean it. None of this would've ever happened if I wasn't being such a stupid filly that night."

"What do you mean? How were you stupid?"

"I never shoulda came to your room. I shoulda just dealt with it like I always did and then you wouldn't be here like this."

"Scoot... you didn't know..."

"But I DID! My father's just a big ol JERK and I shouldn't have let him get to me like that."

"You couldn't keep dealing with that all by yourself."

"Yeah I could've, how would you know?"

And there it was. I realized I hadn't told her about my father at all... it just never came up. She didn't know how close to home her home life had hit for me. I looked down at my one good hand in my lap, feeling stupid for not sharing something like this with her earlier.

"I know because my dad hurt my mom... and me." I said without meeting her eyes.

"Huh?" she asked "You never told me that! Hurt like...how?"

"He would hit us..." Scootaloo didn't say anything so I continued. "My mom would get hit if she didn't make the bed right, or if his coffee was a little to hot in the morning. She would cry... but not around him. One time, I tried to get him to stop when I got older. I remember waking up on the floor..."

"Stop... Mason...you don't have to tell me this"

"I do know what it's like to live scared... and to be scared to talk about it... You aren't the only one who had a bad father..."

She considered this for a moment. "But It doesn't matter... it doesn't change that Applejack, Apple Bloom, Ranbow Dash and you would all be OK. I caused a big ol mess, and my friends got hurt because of me." Her ears drooped, her head sagged low and she look at her hooves in sorrow.

I thought about what she was saying, what her point was. She was blaming herself for my current state because she came to me for comfort. If she hadn't done that, her father wouldn't have found them on the porch, setting off the chain of events that happened. I got it... I could understand where she was coming from. But it wasn't right. I tried to think of something to say and hoped I didn't screw it up.

"Scoot... You showed how much you cared about me that night. It took courage and guts to tell me what you did and your father would eventually have had to face the people who care about you anyways. I probably lied that night when you made me promise not to tell anyone... I don't think I could have kept that secret."

Scootaloo gave a sniff. "I caused everypony so much pain..."

"No... your father did. You caused me to feel good about myself... and showed me that I can care about someone like I never have before. In Cloudsdale... I did things that day that I never thought I had it in me to do... and all because you had the courage to come to me that night."

"You're just sayin that..."

"No I'm not."

"You're saying that 'cause I'm cryin like a little foal right now"

"Scoot... I'm saying that because I mean it."

She looked up at me then. Her face was a mask of vulnerable emotion so raw and pure that Twilight's words echoed in my ears again. "...ponies love with all their life force and essence..." she had told me. I became a little frightened of that statement now that I could see it so plainly on Scootaloo's face. Could I love her the way she needs?

She hugged me tight, careful to not squeeze my bad arm. I returned the embrace as best I could. The she kissed me, open mouthed and passionate for the first time since she left my bed before the nightmare of her father began. It sparked that fire in me again for her...

"Errrgh!" A voice sounded from the door. We turned and there was an agitated Apple Bloom. "Listen ya'll, I ain't been able to screw mah head on strait 'round you two since that night! I finally get the nerve ta come in here and talk about it and ya'll are back at it!"

"What are you talking about? Screw your head on straight? What does that mean?" Scootaloo asked her in genuine confusion.

"What I mean is..." she deflated a bit. Like she lost the words she was going to say. "Scootaloo.. yer mah best friend... and Mason, well... yer kinda new here but you're already like part of the family. It's just..." she turned red and lost her will to speak again.

"Apple Bloom... just tell us. It's alright." I said in what I hoped was an encouraging voice.

"THAT WAS WEIRD ALRIGHT! There! I said it!" she blurted at us "All I kin think about are those weird noises you were makin, Scootaloo! And that funny twitching ya'll made each other do! I dunno why but it's drivin me nuts that I can't even look at mah best friend without thinkin bout that and I don't want it ta be weird no more!" she breathed heavily at the door and stared at us.

I didn't know what to say. Jesus... how awkward. Thankfully, Scootaloo was nonplussed.

"Aww! Apple Bloom!" Scootaloo hopped off the bed and went to her friend. "I didn't know..." She hugged her, but Apple Bloom didn't return the hug.

"Ya... well now ya do" Apple Bloom said flatly.

"Umm... well what would make it better?" Scootaloo said. She sounded like she was unsure of how to handle this just as much as I was.

"I dunno! That's the problem!"

"Well.. do you wanna talk about it some more?" the orange filly said helpfully. I seriously was beside myself with embarrassment now. Scootaloo just asked Apple Bloom if she wanted to talk about the sex her and I had!

"I dunno... we already talked 'bout it once" Apple Bloom sighed.

I gulped. These two...

"Well... then?" she trailed off, already out of ideas.

"It's just that... we've always been together, Scootaloo... but now we're not. Cause yer with Mason..." she looked sad. "The Cutie Mark Crusaders ain't gonna be the same if you ain't there..."

"What! That's crazy! Why wouldn't I be there?!" Scootaloo sounded shocked.

"'Cause, if'n I had me somepony to make me feel that good too... I would want to spend all mah time with them instead of a bunch of stupid lonely blank flanks..."

I was way out of my league, this was serious girl talk going on right here. Apple Bloom was jealous, she made that clear. I felt like I shouldn't be a part of whatever these two needed to talk about.

"Hey... I'm not feeling good... I think I'm gonna take a nap" I said as casually as I could and pulled the sheet up over me. I really wasn't tired, but it was the only thing I could think of.

"You sure, Mason?" Scootaloo asked and I gave her a withering stare. She caught it. "Let's go to your room, Apple Bloom!"

"OK" she said miserably and turned, stumping off a few steps while Scootaloo closed my door. She gave me look before she did that I didn't quite catch the meaning of.

I laid there for a moment digesting the knowledge that Scootaloo and Apple Bloom had already talked about the sex play we had. I guess I should have known... girls talk, or so I've heard. The idea was starting to have an effect on me regardless. Something about Scootaloo saying things like to Apple Bloom got me thinking... and that looped back into my memories of Scootaloo in bed with me.

I was back in the original white bottoms I had woken up in at Twilight's house and they easily let my good hand under the waist to feel the hardened pole underneath. It was as good as time as any, I guessed. The emotional high of the talk with Scootaloo and her kiss had put me in the mood for it... and I was alone.

I only had gotten a couple slow, pleasant strokes in when the first stirring happened on my back. I felt the lumps under my skin shift with a flare of discomfort. It stopped me for a moment while I wondered what this was about. The tightness had increased, I could feel it in the skin under my arms and around my shoulders but nothing more. Bringing my cock back to full strength, I stroked a few times again while replaying that night with Scootaloo in my head... and imagining what the next time would be like. The first drops of my own personal lube had just leaked out, increasing the pleasure dramatically... when it happened.

The lumps in by back suddenly throbbed strongly with my heartbeat several times, each throb increasing the tightness and gave a ratcheting up sensation that felt so similar to when my boner was trapped in tight clothes, that I swore it was the same feeling only relocated to my back. I felt a new intense desire to stretch or release this pent up feeling somehow. The pain was there, but this new awareness was so fascinating that momentarily forgot it. I concentrated on my back, feeling the two hot lumps there against the pillow and experimented...willing them to move. I was rewarded with my efforts by a blinding flare of pain. I was being raised off the pillows by them now, my back arched tight from the skin being pulled dramatically taunt. I froze in fear. What have I done!?

My hand came off of my now shrunken member and grasped weakly at the air. I was paralyzed! The skin of my torso was pulled so taunt that I couldn't move. I struggled to breath and wondered if I'd pass out and die like this. The seconds ticked by in agony, the two hard lumps continued to throb, aching for some sort of release. That feeling of tight, paralyzed agony held and was so bad that if I had a long enough knife, I would have probably tried to slice the skin back there to make it go away. There were several small ticks of sharp stinging pain that came and went during the worst of it that were drowned out by the larger throbbing.

I'm not sure how long it was before it began to subside, but slowly it did. The swollen lumps raising me off the bed first shrank, and then another great sliding shift under the skin happened that dropped the tight band around my torso back to a manageable level. Fear descended on me. What if next time it didn't go away? What if next time...

I hadn't thought about when they would break the skin. The thought of my skin tearing like that filled me with dread. No.. It can't happen like that. There has to be some pony medicine or magic to free these things some other way! I'm so stupid! What didn't I ask Twilight this earlier? What if it happened again before she came back?

As if on cue, Twilight appeared for her second daily visit, much to my relief. She found me covered in sweat, shaking and my eyes wide.

"Mason?!" she trotted quickly to the bedside. Spike lazily followed behind carrying the usual cargo. "You look terrible! What's happening?"

I licked my lips, my mind sorting out what to tell her and what not. "They just started moving! I couldn't breathe... it was like they were trying to stretch or something."

"Hmm..." she put a hoof to her muzzle and considered. "What were you doing just before this happened?"

Damn...

"N... Nothing!" I hoped it was convincing.

"Strange, You sure you weren't trying to move them or stretch them?" she gave me a quizzical look.

"I wouldn't even know how!"

"Well... Pegasi wings only move on their own during Penna Tendo Extollo" she paused to consider this. "But if you weren't... you know... then I don't know why they would move on their own like that unless it's something unique to your condition."

"If I wasn't... what?" I asked. I had a feeling I knew, however... I had a sudden recall of Scootaloo's little wings during our encounter.

Twilight put her most intellectual face on and in a studious voice, she spoke as if she was reading an invisible book in front of her; "The wings of both male and female pegasi will display Penna Tendo Extollo during periods of heightened sexual arousal. The symptoms are increased blood flow to the wing structure causing enlargement, uncontrollable extension of one, but usually both dorsal wing appendages and increased sensitivity to touch." she stopped her recitation, her eyes remaining closed with a smug look on her face.

I blinked at her.

"A wing boner?" I asked incredulously, almost giggling.

Her self satisfied look deflated and I heard Spike stifle a laugh behind her. "Boner..." she said, giving Spike an evil glance "... is only a term used by colts! But essentially, yes. However, since you weren't engaging in that... activity that can't be the case. Let me see them!"

I leaned forward to start shifting around to my stomach but something was wrong, the pillow stayed stuck to my back. Twilight put a hoof on it and pushed it away from my skin with a sticky, peeling sensation and then gasped.

"Oh... Mason!" she cried in alarm.

"What!"

"Spike! Get me a wet towel!"

"Sure, Twilight!" Spike vanished down the hall for only a moment.

"What is it!?" I asked her panicking now.

"Just hold on..." she held me forward with her hoof while Spike returned with the warm damp cloth. Twilight used her magic on the cloth to wipe against my back. I noticed that I could feel it in a way different than how a rag should feel against my skin. Each time the rag moved down my back, a quiver of sensitive, almost pleasurable jolts came from those two knobs.

"Woah!" Spike said, looking on. His large green eyes were wide.

"WHAT!!!" I asked again, getting frustrated.

Twilight's voice was filled with an awestruck delight. "Oh... Mason...They're going to be beautiful!"

Chapter 17

"What! How can you see them!? What to they look like?!" I asked in a mix of panic and apprehension.

"Your first feathers have broken the surface!" Twilight sounded joyous. "Awww!!!! I'm so proud!" she squealed.

"Proud?!!" I couldn't believe her reaction. "What is there to be proud of?!!" I was still leaning forward with Twilight's hoof on my back holding me in position. I saw the rag she had used to wipe my back with float past me towards a small table and land there. It was stained red.

"I'm sorry, Mason. It's just like a newborn pegasus foal! The same thing happens with their wings but when they are only a few days old. Forgive me if I get a little worked up about it... but it's just sooo cuuuteee!!"

"Just... tell me what you see." I resigned myself to her emotional state.

"A few flight feathers of each wing have broken the surface now... there's a couple on each side! Look Spike... He's going to have variegated quills!

"What does that MEAN?! Can I see?" I was still freaking out a bit and desperately wished for a couple of mirrors.

"No way! I've only seen pictures of those kinds of feathers in books!" Spike remarked.

"And look at how large the inner vane is on that one... oh Mason! Your wings are gonna be good when they finish growing!"

"Can I see?!" I asked.

A thumping scrape came from the door. "Now whatcha all hollerin about in here?!" came Apple Bloom's voice. I couldn't see her from the angle I was, but Scootaloo quickly appeared on the other side of the bed.

"No... freaking WAY!!!!" she burst in amazement and hopped up and down on the bed in joy when she saw my back.

"I know! Scootaloo... I'm so happy!" Twilight said in glee.

They 'awwed' together like a couple of girls with a newborn baby while looking at my back. I was trying desperately to maintain my cool at their lack of concern for my need to see.

"Do ya think we'll have ta go to the doctor, Twilight? I don't see any wing patches like foals have where the wings are supposed to come out." Scootaloo asked in concern.

"Yeah, I think we better get him there right away... oooHHHH I'm so excited!!!" Twilight was now positively vibrating. "Mason! We're going, can you get up?

"Wait.. where are we going? What's going on! CAN SOMEONE GET ME A DAMN MIRROR?!!!"

____________________________________________

Big Mac stopped in front of a large, clean building in the center of Ponyville. I was completely miserable. I'd felt like a zoo animal ever since we entered the fringes of the town from Sweet Apple Acres. There were ponies everywhere stopping and staring at me. Some waved, some didn't. Some trotted beside the cart for a while and looked at me with open mouths or asked questions. "Hey! You're that human I heard about, aren't ya?"

Twilight had told me that news had spread down from Cloudsdale about our encounter with Whipwind. The guards who came to haul the entrapped form of Scootaloo's father away had told their friends and family... who in turn told their friends and family. Most of Ponyville, Cloudsdale and now Canterlot knew there was a human staying at Sweet Apple Acres.

Twilight and Scootaloo trotted beside us, Spike riding on Twilight's back while Apple Bloom rode with me in the same small open backed cart we had used to travel to Scootaloo's house that day. She seemed to be back to normal, happy and talking away with me about how cool it was we were going to see my wings finally and if I was gonna take flying lessons from Rainbow Dash. I hoped her and Scootaloo had worked things out and it sounded like they did.

There was nothing at the farm they could use to let me see whatever was going on back there and I had to resign myself to just play along. They seemed more excited about it than I was and left me little choice but to follow them as they threw a blanket around me, escorting me down to the kitchen to get Big Mac going. I asked Twilight to at least tell me what color they were, but she said something about not wanting to ruin it for me and I'd see soon enough.

And now here we were, walking into the large double doors that pushed open into a clean and well lit waiting room. It was curiously deserted. When I asked Scootaloo about it while Twilight spoke with an old mare behind the counter, my little filly friend told me that most pony problems got handled by magic, what with so many unicorns around. Only the really serious stuff needed an actual doctor. I guess it made sense.

The mare behind the counter leaned over to see me beyond Twilight's shoulder. She was a white mare with a red mane and she had a small white hat perched between her ears. She gave me an appraising look and then said "Are you positive?"

"Mason, can you please come here and turn around?" Twilight said without facing me.

I walked over and turned my back to the mare in the hat.

"Drop the blanket please." The mare said with an official tone.

She took a large gulping gasp when the blanket hit the floor around my feet. "By Celestia's sun!" she remarked with wonder. "Stay here..." and I heard say with sudden urgency and trot away.

Moments later, a door further down the white wall along the counter swung open to reveal a large dark blue stallion with a short white mane. He was dressed in the light blue fabric that reminded me strongly of the scrubs I'd see at the doctors office. "You must be the human!" he remarked with a pleasant tone and smiled. "I've heard about you, although I had no idea you'd be coming to my office needing a wing extraction!" he chuckled.

"Thank you for seeing us, Doctor Goodhoof. Now, I've done some observations and I think this will be just the same as doing a normal foal." Twilight informed him.

"Twilight Sparkle! I should have known you'd be involved in this!" he smiled again. "Are there any others coming for the special day?"

"Wait!!" I stopped him. "What do you mean others??!"

Scootaloo pressed against my side and I looked down at her. "The first time a foal spreads it's wings is special... everypony in the family wants to be there..." she smiled up at me.

"But... I'm not a foal...." it was all I could think to say.

"Duh, dummy!" she laughed and then said with sincerity, "But it doesn't make it any less special for the ponies that care about you"

"Mason, I'm sure all of us would like to see this... if you don't mind." Twilight said with a heart felt tone.

I felt conflicting emotions rolling around in a wrestling match in my head. I was scared shitless right now but everypony around me was treating it like some special occasion. They seemed so sincere that I thought maybe it would hurt their feelings if I didn't go along with it. I told Twilight that sure, I wouldn't mind.

"Aww!! Thank you Mason!" She hopped a little and gave me a quick hug. "I'll go get everypony and see you in the recovery room!" She bolted out the door, took to her own wings and was gone.

"Well! lets get this started. I'll need some extra time to inspect the area completely first. You'll be my first human to have done this on but there's nothing to worry about, If Twilight says she's done her homework well I'm inclined to believe her." the doctor held a hoof out for me, indicating I was to follow him.

My heart was in my throat. I'd never had any surgery or procedure done on me and I was filled with anxiety. Scootaloo pressed against me again. "I'll be here waiting for ya" she said looking up at me. I bent to give her a quick kiss. Spike made a retching sound from the chair in the lobby where he sat with a Apple Bloom.

Following the Doctor through the door and down a small hallway, we arrived in a good sized room with an examination table and bright lighting. A few small metal tables on wheels were nearby in the room.

"Alright, hop on up there and lay down on your stomach and I'll take a look."

I followed the instructions, getting gingerly down in order to avoid my still healing arm and felt his hooves press lightly on my back.

"Hmm... So tell me, Mason? Is it? Do humans ordinarily need wing extractions this late in life? Pardon my saying so, but you don't look like a newborn anything... unless newborn humans are as tall as you."

"Humans don't have wings..."

"Really?" he paused in his examination. "Then how on Equestria did you suddenly start growing them?"

"It's... a long story..."

"Ahh, yes well... Twilight Sparkle is involved... I imagine so." he said in an amused tone.

He continued his examination, muttering to himself and pressing gently around the area where the wings were. "Amazing flight feathers by the way... never seen anything quite like them."

"So I've heard..." I replied with a little sarcasm.

"Oh.. don't you worry! You'll be seeing them yourself soon enough. Alright, well I think this will be simple and straight forward. Your skin doesn't appear to be much different that ours and your wings are very well defined under there. In fact, I bet they'll practically pop out on their own! Let's get started."

"Wait! This isn't gonna hurt... is it?" I asked with true fear in my voice.

"Ha! You won't feel a thing, Mason. Just wait here a moment." With that he got up and opened the door behind me. He called down the hallway "Nurse! Medium application please, I won't need much time, but a little extra just to be sure."

"Time for WHAT?!" I asked, trying to see where he was. The pain in my back was bad... I'd not had any of Twilight's root for a while now.

I heard hoof steps and then a small, thin, yellow unicorn stepped into my field of vision as I lay face down on the examination table with my head turned to the side. She smiled at me, her horn starting to glow.

____________________________________________________

I opened my eyes and felt the strange disorientation of that post nap feeling you get. I was laying on my stomach and my memory caught up quickly with where I was. My back... my back felt so good! All the pain and tension was gone! I could feel a warm swath as if something was laying over my mid back.

"He's awake!" I heard a squeaky voice and then rapid hoofsteps fading away. The voice sounded like Sweetie Belle.

Feeling the light tickling touch of feathers on my skin had a dramatic effect on me. It was real. This was really happening. Feeling that sensation drove it home for me with a clarity beyond any doubt now. I had new parts of me that I could sense were attached to my body. Their presence and weight registered with my self awareness, but I was unsure of what to do about it... like my mind was trying to get used to a new set of instructions.

I was pushing myself up to a sitting position when what sounded like a stampede grew in the hallway beyond the open door of the room I was in. It wasn't the same room I had been in before. This one was smaller and private with only the bed and a chair occupying the otherwise sparse floorspace.

One by one, Twilight, Fluttershy, Scootaloo, Apple Bloom, Rarity and Sweetie Bell, Rainbow Dash and finally Pinke Pie filed in the door. Rainbow Dash's cut on her head had almost healed but I saw one wing was still wrapped in a bandage.

"So....Scootaloo says you think you're gonna be faster than me!" Dash said smiling.

"Not a chance, right Dash?!" Scootaloo said, standing next to her blue friend.

"You said it!" and then they bumped hooves and laughed.

"Well.. come on... lets see them!" Rarity said with anticipation. "I'm SOOO looking forward to redoing your wardrobe to match!"

"Go on Mason... give them a stretch" Twilight encouraged.

I suddenly felt stupid. I had no idea what to do. I also wasn't sure I WANTED to... because seeing them would remove that last shred of doubt a part of me was hanging on to. "H...How?"

"Oh! You just... well... stretch.. them?" Fluttershy turned red. "I guess that doesn't help much, does it..."

"Mason, just feel them with your mind and push out, just like they're a hoof...er.. hand." Twilight said sympathetically. "I had to learn this too... I know how strange this can be."

I took a deep breath and concentrated on the new sensory perception I felt between my shoulder blades. I didn't even know what muscles to use! Trying to relax, I willed my body to move them. Confusing senses flooded my brain for a split second, then I felt the feathers on my back begin to slide outwards to both my left and right. Once they started moving, some part of my brain took over and it became easy.

It was like stretching my legs after an hours long car ride but thousands of times better. The feeling of them unhinging and extending was indescribably good. I pushed more, trying to extend them until I couldn't anymore and then I heard the room gasp.

"No.. way..." I heard Rainbow Dash say softly.

I opened my eyes and saw the looks on their face. Turning my head to the right, I finally set eyes on my wings.

I could only see the about half of the length but it was enough to get the overall effect. The feathers appeared to be a light gray color at first. But when I shifted my body slightly, the light from the overhead windows changed angles on them and I saw that they were iridescent underneath the gray overtone. Intense slivers of greens, yellows, blues all shimmered quickly in the ribs of each feather as the light struck them at a different angle, giving them a depth that reminded me of Celestia's mane and tail. The main structure of the wing, the part that flexed and moved while I watched it, was covered with a soft looking coat of downy feathers that had the same appearance as the rest but the color began to turn a darker shade the closer it got to my body making it impossible to see what it was next to my skin.

The most striking feature were the quills of the large feathers. They were a deep, blood red color that faded out to match the gray undertone of the feather around it as it neared the tips. I gave another experimental flex, watching them move in and then back out again. They didn't extend far, maybe only a foot or two past my body. Turning my head quickly to the left, I saw the same features on the left wing.

Staring at that iridescent patterns and striking color of the quills, I became overwhelmed. I couldn't stop myself from starting to cry as the whole experience I'd had leading up to this point folded in around me. My entire existence had changed in such a short time and these wings were the absolute proof of that change. Tears filled my eyes up quickly and spilled over my cheeks. I wasn't sure if I was happy... sad... or scared. All I knew is I needed to let it all out somehow.

"Aww... Mason..." I heard someone in the room say.

Closing my eyes, I gave myself over to it began to weep openly. Within moments, I felt several pony hooves guiding me off of the bed to my feet and then I was surrounded by them. Several bodies embraced me with an almost palatable love and acceptance that I could feel radiating into me. It made me cry harder because I was so glad for it.

Chapter 19

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

Chapter 20

Author's Note

Warning: This chapter contains....

Ahh screw it. It's chapter 20. You know what's going on.

Chapter 20

Scootaloo waited until her best friend was snoring softly before she left for Mason's room. She had been doing this for a while mostly because it seemed to make Apple Bloom feel better about the situation, like she wasn't being left behind. Heck, Apple Bloom already knew every little detail about what her and Mason had been up to anyways and it's not like everypony didn't know about them... or at least she secretly hoped they did. The idea of others seeing her attached to somepony else in a special relationship made her feel good inside, like she belonged somehow.

After the gathering that evening welcoming Applejack home, Apple Bloom and her returned to the room upstairs that she could now call home. She was happy that things had finally gotten to where she could accept this idea. The fear of her father's interference had kept her from accepting it before, even though she longed to be free from his influence. She really did like being here and now her and Apple Bloom could start planning out how to put things in the room.

Ever since she could remember, she always felt like she was the oddball pony of any group. Nopony she knew of had the problems she did and she desperately tried to hide it from the world. She did so because her biggest fear was to be treated 'special'. She didn't want to be 'special'... she just wanted to be a normal pony like everypony else. For so long she felt alone in her own world, even with Apple Bloom and Sweetie Belle always around she never told them anything about what her father and her home was really like... even when she desperately wanted to. Finally, that had all changed for her and she felt like a huge weight had been lifted from her back... because of Mason.

Her thoughts kept returning to him while she waited for Apple Bloom to fall asleep. She had guessed she was probably obsessed considering the near constant desire to be around him and to receive the attention he gave her. The affection he shared was an antidote to the bitter, sour feeling that had been festering at the core of her heart as long as she could remember. What happened last night still filled her with warm, tingly sensations of feeling connected like they had been. She was glad she had done it even though she had been scared and nervous to take him inside her, afraid she'd do it wrong somehow.

"Did it hurt?" Apple Bloom had asked her earlier in the day as they sat with unread comic books in their hooves before Applejack returned. Apple Bloom figured out they did something... she had gone in to try and wake them up, after all and it's not like either of them were decent that morning.

"Naw! I just had to breath and relax a bit and then it went right in! Apple Bloom... it was amazing!" Scootaloo told her friend. "It was so warm and tingly... it felt like I was full in a place I never knew I was hungry!"

She told her friend in detail about the whole experience. The two of them had talked about this stuff openly since Apple Bloom had stormed in on her and Mason that day. Her best friend was eager to hear all about it and kept asking all sorts of questions until Scootaloo asked out of frustration.

"Jeeze, Apple Bloom... do ya wanna watch next time or something?" she joked.

"Umm... what about Mason? Won't he feel weird about me bein' there?" Apple Bloom had replied with complete sincerity. Scootaloo hadn't expected this answer, but now that she though about it she found the concept wasn't too crazy for her. They were the Cutie Mark Crusaders after all... in it together forever. She was more than willing to show everypony how cool the thing was she had between Mason and herself. Sweetie Belle didn't know yet, but she was sure to find out sooner or later.

"I dunno.. you really wanna watch??"

"He is kinda cute..." Apple Bloom reddened at the face.

"You should see him when his wings pop out!"

This had sent the two of them into fits of laughter.

It was late in the night by the time Apple Bloom had turned off the light and said good night. Mason, Rainbow Dash and Applejack had stayed downstairs when they moved up to Apple Bloom's room. She had heard Mason go to bed a while ago and was eager to join him. She had been sore... yes. But it had faded to a pleasant achy, empty feeling that beckoned for renewal that she intended to fill. His smell still tingled her nose even after the shower and the day's events. She had even scrubbed the patch of thick orange hair extra good down there.

When her friend's snores finally reached her ears, she felt it was time to go. Once again, she crept out of the room silently and closed the door behind her. Turning to Mason's room, she stopped.

She was really thirsty.

A drink of cold water from the pump in the kitchen sounded delicious before she crawled into bed next to her new lover and woke him up with any number of devious ways that jumped around her mind. It felt so exciting that she was somewhere in her life where she could feel this way about somepony else. Even if it was being a bit naughty. She moved as quietly down the steps as she could, but pony hooves and wood were just meant to make sound together. A soft thump and some rustling noises reached her ears when she neared the bottom step.

The great room was bathed in flickering candle light from two large wicks burning on the brick base of the large fireplace. They cast their dancing, wavering shadows in yellow light giving the room a dim, surreal atmosphere. On the floor in front of the long row of cushions sat Applejack and Rainbow Dash next to each other. The two were sitting up straight and rigid as if they were expecting her with wide eyes and closed muzzles. Applejack's hat was on the couch, her blonde hair loose and untied giving her a very free flowing and relaxed look as the lengths of hair cascaded around her face. Rainbow Dash quickly wiped a hoof across her muzzle and spoke up.

"Heya Squirt! Whatcha doin up?" Rainbow asked her.

"Just gettin a drink. What are you ponies up to?" She looked around "And why are ya burning candles? It's not hearth's warming..."

"Ah... well..." Applejack stumbled. "We just didn't feel like bein in the bright light while we...uh... talked. Ya know?"

"Yeah!" Rainbow Dash added. "Don't you ever just wanna... watch candles burn? I do all the time, it's sooo cool!"

"Ohh..." Scootaloo replied warily. Something was off about them, but she'd learned her lesson with Big Mac. Sometimes it's just better not to know. "Well I'm gonna get some water..." and moved to the kitchen.

After quenching her thirst, she moved back through the great room. The two ponies had yet to move or make a sound and continued to watch Scootaloo as she walked by. A scent hit her nose this time when she passed them. A sweet and musky smell that pulled at her recent memory but remained just out of reach. It was like sweat but different...

"Good night!" Scootaloo said, quickly hitting the stairs and glad to be out of that awkward situation. What in Equestria are those two doing down there?

Finally, she crawled into bed with Mason. He was on his back... and awake.

"Hey..." he said to her warmly. "I thought you'd never get here."

"Sorry... Apple Bloom and I were up talking bout stuff."

"Mmm... what kind of stuff" his hand brushed her side under the blanket and gave her an electrified feeling of excitement.

She thought about telling him what Apple Bloom wanted to do, but decided to wait instead, choosing to initiate the contact she was already excited for. The moon shining in the window gave plenty of light for her to see his dark hair and blue eyes looking at her. He wasn't a pony... but his features made her heart melt more than any stallion or colt ever had.

"Nuthin... just filly stuff..." she said and kissed him deeply, sparking off the warm, buttery feeling in her tummy that made her feel happy inside.

The act was different this night. She felt his touch and kisses loaded with an emotional passion, stripped away of the nervous and awkward excitement that overshadowed last night. His penis was a hard exclamation point when she felt it with her hoof, already naked and exposed to the light of the moon when she pulled the cover down. The rounded end, so unlike the flat disc she had been taught to expect, throbbed and danced with his heartbeat as he moved over her. She did her best to spread her hind legs, hoping it would be enough to give him access to the now melting core of her desire. She felt her heart racing in anticipation as he pushed, missed... and then she guided him.

He entered her slowly, the warm hard part of him sliding inside between her legs with a steady, deliberate pressure that her body yielded to willingly. That feeling of being full overcame her again and she went with it, closing her eyes and giving herself over to the experience with joy. Almost immediately she felt her belly start to tighten from the little jolts of electricity sparking out from where they were joined together. He rocked the middle of his body against her gently, thrusting and withdrawing that full warm feeling with each movement while he held his weight off her small body with his arms. His movements were so full of tenderness and love she almost began to cry from how happy she felt to be with him. To give him this intimate closeness... and to receive it in return.

Her front legs came up to his sides and felt his wings extended, stiff and sticking straight out to either side. Her own were throbbing for release and she arched her back to let them free. When she did, Mason pushed forward hard and reached deep inside to a new place that triggered a sudden and intense orgasm, catching her by surprise. She cried out at it's arrival, clutching onto her lover above. That place where they were connected throbbed and clamped down on the part of his body caressing her insides while she rocked with him through her roller coaster flight of ecstasy.

As the waves passed, she felt him thicken and press against her inner walls. Harder and faster he moved his hips, his breath fast and heavy before giving one final push and holding it. He gave a primal groan when his body stiffened and she knew this must be his special moment. The part of him inside her swelled and then began to throb, sending that hot, splashing feeling up to a place inside that even his deepest thrust could not reach. He collapsed in hunching convulsions, wrapping his arms around her in a tight embrace as the throbbing feeling down below continued. Scootaloo felt a mad rush of power that she could make him feel this way. It liberated another part of her pent up self esteem with an intense love for Mason at his willingness to give her this chance.

Scootaloo didn't move, she wanted to stay locked together as long as possible, sharing the intimate moment of being this close. She felt that full feeling between her legs start to fade and then disappear completely when he finally withdrew himself. Tickling sensations of something wet running down to her tail caused a shiver of delight while he settled in on the other side of the bed on his back. She turned to lay half on his body, running a hoof gently over his chest in relaxed contentment listening to him breathe and feeling his chest rise and fall slowly.

"Mason... I love you." she whispered to him.

"I love you too, Scoot" he answered.

She lay awake in the warm wonderful afterglow she felt radiating from inside. It blocked out all her bad memories and sad feelings that had been so common place behind the tough shell she had built around her. She finally did feel like a normal pony.

It wasn't long before she drifted off to sleep, still smiling.

________________________________________________

When she awoke the next morning, Mason was still fast asleep. Even in her foggy morning mind she was eagerly anticipating what was in store that day. Applejack had said they could go get her stuff out of her old house and she wanted to get started! She couldn't wait to get her things out of that dingy old house and start her new life. There wasn't much, but the things she did have were precious to her. Her old stuffed bear, (she hasn't slept with it for a few years now but couldn't stand the thought of getting rid of it), her helmet and scooter, a few signed Rainbow Dash cards she received for her birthdays, and her homemade cape from the Cutie Mark Crusaders. They were going to also bring her bed and this had caused both Scootaloo and Apple Bloom to discuss at great length who was on what side of the room last night.

She rushed everypony through breakfast. Rainbow Dash was still there but Scootaloo made no mention of her strange visit to the common room last night. She had bigger things on her mind and half listened while her and Mason discussed when she would give him flying lessons. Not even the thought of Dash spending time with somepony else to teach them how to fly bothered her. Her wings and the lifelong struggles she had with basic pegasus living seemed a million miles away right now while her and Apple Bloom continued the negations regarding the living space.

"I told ya I wanted to be on the side with tha door! It was my room first, ya know!" Apple Bloom argued when she had brought up the sensitive topic.

"But Apple Bloom! Think of how neat it is by the window! The morning sun... the night time views!" Scootaloo tried to sell her on the idea with everything she had. The reality of it was she wanted the door so she could sneak out easier.

"Tell ya what, fillies. Why don't we flip a coin fer it!" Applejack provided helpfully.

"NO!" they both said in unison.

The sun had began to make it's way towards the high point of the day by the time everypony was ready to go. Scootaloo had spent most of the time between breakfast and then chasing behind anyone who was walking a bit too slow or not getting ready fast enough for her liking. Finally, they set off down the path from the farm in the already hot summer air. Insects buzzed the grass that waved in the slight breeze that did little to cool off the travelers as they made their way east.

Rainbow Dash and Applejack walked behind Big Mac who had hooked up the trusty cart once again and trundled along in front with the still injured Apple Bloom along for the ride. Herself and Mason followed a distance back.

"Mason?" She asked as they walked.

"Yeah?"

"Do you like Apple Bloom?" Now that she was faced with it, she found it was hard to figure out how to start the conversation.

"Huh? Of course I do, Scoots" Mason said. "What makes you think I don't?"

"No... it's not that. I mean..." she found herself unable to move forward. The words just didn't seem to want to come out of her mouth.

"Just spit it out, puffball!" She blushed at the new nickname he had given her. It was in reference to the way her tail had looked after the night they had become special someponies.

"Apple Bloom... well she's kinda... curious"

"Abooouut what?" he prompted her.

"About what it's like to have a special somepony"

"Aww" he said sweetly. "I'm sure she'll find somepony when it's right."

"Yeah..." Scootaloo trailed off. She lost her courage to take this any further and dropped it. The idea of having Apple Bloom with them didn't bother her at all now. But trying to talk to Mason about it did, for some reason. It frustrated her to no end that she was being so wishy-washy about it. She should just spit it out! She was still spinning the question of how to ask him when she noticed Big Mac had stopped.

She walked with Mason to join with the others and stopped when she saw the tall figure standing on the bridge leading to the houses to the east. It was a lean figure standing upright on two legs... well she thought legs but really it was a combination of a brown cloven hoof and green dragon's talon. The body snaked up in a thin line to equally mismatched arms of a skinny chicken and what she always thought of as a tiger's paw... but was never sure. The head was a chaotic mix of a goat and pony with two horns. One of a reindeer and the other a twisted mockery of a unicorn. It's uneven yellow and red eyes regarded them with mischievous glee as it moved suddenly, closing the distance between the group and itself in a matter of seconds to slither up directly in front of Mason.

It regarded him with an eager stare, smiling widely from less that a hoof's distance away from Mason's nose. He took a step back with fear in his eyes. She wanted to yell... scream... do something. But she couldn't find enough air to make a sound with. Her heart beat wildly in the pregnant pause before the creature spoke in a surprisingly pleasant, articulate and conversational tone.

"Hello, Human" Discord said.

Chapter 21

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

Chapter 22

Rainbow Dash and Applejack sped away from us as fast as their wings and hooves could carry them. They made for the northern path ahead, taking them into Ponyville and Twilight's house to relay the warning Discord had given. Scootaloo, Apple Bloom, Big Mac and myself continued on ahead to finish the task at hand. According to Rainbow Dash, there was no need for us to get involved as this was a matter for Twilight and her leadership. We all agreed to meet at Twilight's castle on the northern edge of Ponyville once we'd gotten Scootaloo squared away. The little orange pegasus had promised it wouldn't take long... she only had a few things anyways.

"Twilight has a castle?" I asked. We had been walking for a good distance, the river crossing where we met Discord was well behind us now.

"Yeah, she is a princess after all." Scootaloo answered me with a matter-of-fact tone.

"But what about the library? I thought... well you know."

"Well... she mostly stays there. I guess she doesn't like the idea of being formal all the time. The library got destroyed once... but Luna, Cadence and Celestia helped her rebuild it."

"Lemmi guess, she blew it up trying out a spell?" I joked.

"No..." her face grew dark. "There was a real bad pony.. a centaur actually. He came and tried to take over Equestria a while ago..."

"But..." I prompted.

"But Twilight and our friends managed to kick his tail!" Apple Bloom cheered from Big Mac's shoulders.

"Yeah, If they can handle that guy... whatever my brother is doing should be a piece of cake!" Scootaloo added, her darkness passing.

"You're not worried?" I asked her.

"Nah, You've never seen Twilight when she's mad..." she smiled knowingly.

We crossed the northern path and continued east. The small dingy houses appeared again on the horizon, squatting on the dirt against the hot sun that beat down overhead. A thin haze hung over them, like a faint brown cloud that spoke of dirt, disease and disuse.

"Did you know your brother?" I asked her. It was one topic we had not talked much about.

"Not really. He disappeared a while ago and he never spent much time here. I remember I wanted to be like him... and fly like him. My father paid attention to him so much that I used to think if I could zoom around like he could, he would pay attention to me too." she gave a sardonic smile.

"Guess that never worked out, eh?"

"Naw..." she blinked and her face relaxed. "Anyways... I remember he has opposite colors as me and my father. He's purple with an orange mane."

"That probably looks pretty cool, actually." I remarked.

"I guess so." she said, shrugging. "I don't care, If he's like my father then... well whatever." she dismissed.

"Yeah, Scoot! Ya got us now anyways! We're yer family!" Apple Bloom spoke up. She had been listening quietly.

"Yeeeup." So had Big Mac.

"And me too" I added, immediately regretting how cheesy it sounded. But her tail came up and brushed my lower thighs in her affectionate way all the same.

"You guys don't seem that concerned about this stuff with Quickfire." I asked my three traveling companions.

"Aww heck, Twilight and the gang'l probably have it sorted out 'for we even get back to the farm!" said Apple Bloom.

"Yeeeup"

The rest of the journey was spent talking about Discord and events that had happened involving him in the past. I learned about Lord Tirek and how he stole magic from the ponies here to grow powerful. It sounded like a fantastic fairy tale, filled with danger, deceit and ultimate victory by the power of friendship alone. The six ponies who's lives I was drawn into seemed special indeed, I wondered if it had anything to do with how rapid my life had changed since coming here... as if simply being near them sucked you into the events that swirled around their power.

Before long we arrived in the gray dingy houses again. The same feeling of depression and despair I'd felt earlier returned when I cast my eyes around at the dwellings and overgrown yards that surrounded them. We followed the path that Scootaloo had spent so long walking alone and made ready to do the work we had come here to do. I opened the front door, the loud, eerie creak of the hinges reverberated in the silent, dim interior of her old house like a morbid doorbell. It felt abandoned and disused, a place where you'd expect to find empty wine bottles and newspapers piled in corners while the stench of piss and stale booze assaulted your nostrils. Thinking of Scootaloo returning here as a home had not lost it's effect on me from the last time.

"I hate this place..." she said with a quiver in her voice.

"This is the last time, Scoots... the last time you have to come here." I said to her and put a hand on her head.

She moved past me into the main room and stood in the middle of the broken down dusty living space while Big Mac and Apple Bloom waited just beyond the steps outside. She said nothing, but stood with her back to me for several moments. Her head turned slowly from side to side, taking in the discarded, dingy foal toys and other relics of her abused past. Gradually, her sides began to heave in deep angry breaths, her neck and shoulders tensing up with each passing moment.

She stayed that way for a while until an angry, guttural cry vented from her muzzle that grew loud in the main room of the house as I watched her silently. In a blur of orange, she spun to the side and bucked her back legs at the small table next to the chair on her right. Stacks of paper blast into the air and the sounds of splintering wood filled the close confines of the room.

Whirling around, she stomped on the pieces with her front hooves, her face a twisted mask of rage and anger that was so out of place that I hardly recognized the pony I'd come to love. Over and over again she thrust down on the pile of debris, each thrust punctuated by a splintering crack from the wood that disintegrated from the force of her blows. Another spin, and this time the chair bore the brunt of her rage. It flew across the room, crumbling into a dusty pile against the wall and fell among the old, tired detritus that had accumulated there over the years. She wasn't done yet. Leaping forward like a pony possessed, her muzzle clamped on a cushion of the couch, ripping it out from it's stitches with a farting, tearing sound that pierced the hot still air of the gloomy main room that she had called her home.

A wounded, painful cry from her throat seeped around the cushion in her mouth and she began to whip the padding with her neck against the floor, slamming it over and over again. I could see tears streaming from her angry eyes when she snapped her head, flinging the cushion away, nearly hitting me. She crouched, panting from her outburst and her eyes cast about for the next target. The raw, exposed emotion on her face pierced my heart with pang of empathy, it spurred me to move to her quickly. I knelt, wrapping my arms around her neck and pulled her close, trying to absorb her momentum and anger into me... to try and lessen her chaotic emotions by taking some on myself. Scootaloo struggled against me briefly, and then surrendered, wrapping her forelegs around my shoulders.

No intelligible sounds came from her, only half words and utterances as she sobbed against my neck. Violent shivers wracked her body and I held on as tight as I could, afraid she would tear loose again. Long moments passed in that stifling heat, sweat running down my back and beading on my forehead while Scootaloo released the pain built up from her years of torment here. I supported her weight when her legs gave out, folding into me and giving herself over to my embrace.

I heard a dragging, thumping sound behind us and then felt the warm press of another pony's body against my side. One leg of Apple Bloom wrapped around my shoulder and I felt the other press against Scootaloo's back over my own embracing arms. She was adding her love and comfort to the small fragile filly in my arms. I moved one arm from Scootaloo's back and wrapped it around Apple Bloom, making room to pull her in to the small circle of comfort we had formed for our friend. Apple Bloom's small sniffing weeps joined the larger, more anguished ones of Scootaloo in the trio of foreheads pressed together, kneeling in the grungy floorspace.

Long moments passed again before anyone moved. I felt Apple Bloom's tail had wrapped around my waist at some point and I gave the red haired filly a squeeze of my own. No one spoke for a while, but it was Scootaloo who eventually did, raising her head to look at both of us with soaking wet cheeks in the tight circle of faces formed by our shared embrace. A delicate and embarrased smile came to her trembling muzzle before she said a single word that conveyed more emotion than the single word's definition meant.

"Thanks."

_____________________________________________________________________

"Twilight!!" Rainbow Dash yelled at the top of her lungs as she burst through the door of the library. " You home? Oh please, Celestia... let her be here!"

Twilight was, in fact, home. Lost in a swirl of books that spun around her head magically while she scanned the titles. In all this time since it was rebuilt, she never felt like she had things in the library organized like they had been before.

"Rainbow Dash!" she started. The books fell to the floor as her concentration broke.

"We got problems!"

Applejack and Rainbow Dash quickly filled in Twilight Sparkle about the news they had heard along the path from Discord. The Alicorn's face became confused when they mentioned a fortress in the southern reaches of the Everfree forest.

"I've never heard of such a place. It's not on any of my maps or in the books I've read. Are you sure you heard right?"

"Good gravy, girl! When has Discord ever missed a chance to send us into some trouble with bad directions?!" Applejack threw to hooves up to make her point.

"Hmm." Her horn lit up again and a large wide book floated to her, opening and turning pages as it did. She placed it on the floor in front of them and began to scan it closely. It was an atlas of Equestria and all the surrounding lands.

"I'm certain there's nothing there! This is the most detailed and accurate map in the world. It updates automatically... see? It already shows my castle." She pointed to a small dot with her hoof. "Maybe I should ask Celestia about this."

Twilight turned her head and yelled "SPIKE!"

The small dragon wandered out of the next room carrying a broom and dustpan. Re shelving day was also cleaning day.

"What's up, Twilight?"

"Send a note to Celestia, Spike. Quickly."

A few moments later, after dictating Twilight's words and setting fire to the scroll with his flame, Spike's belly heaved outward in a great bloat before the familiar deep belching fire shot from his mouth. Celestia's reply was in Spike's hand and Twilight wasted no time, grabbing it with her horn and unfurling it.

"Dear, Twilight." She read aloud. "If Discord is correct, then we are all in grave danger. The place you have described is The Fortress of Denholm, although it is much older than what you have been told. It is not in your books and maps because a spell was placed over it thousands of years ago, hiding it from the world forever. It is where the great ponies of old finally imprisoned The Element of Hate after a great battle, bringing peace and harmony to the land. Since that day, there has not been another pony in Equestria who has had enough hate and anger in their heart to heed the poisonous call of the element and see beyond the spell concealing it's location. It's power is only matched by the Elements of Friendship and Harmony, Twilight. If Quickfire has claimed it for his own, then he will be a dangerous adversary. You will need your friends and all the symbols of love that you can surround yourself with."

Twilight let the scroll fall and looked at her two friends. "The Element of Hate?" she said to them.

"Bah! Hate, schmate, Twilight. This sounds like an easy one! Nothing can stand up to The Elements of Harmony, even Lord Tirek took a hoof to the tail all the way back to Tartarus!" Rainbow Dash puffed her chest out and narrowed her eyes in anticipation. "I can't wait to deal with this creep!"

"I dunno, Dash. We shouldn't take this lightly. Who knows what kind of power an element like that could have." Twilight reasoned.

"Well, ya got us with ya no matter how bad ya be thinkin it is. Now what say we get all tha ponies together at that big ol castle o yer's and get ourselves a plan!" Applejack moved to Twilight's side and put an encouraging hoof on her shoulder.

Twilight's face still remained worried. The Element of Hate... she didn't like the sound of that at all.

_____________________________________________________________________

The sun had just sunk below the horizon by time we set out from the barn again towards the lights of Ponyville to the north. The sun, leaving it's ghostly heat radiating up from the hard dirt beneath and caressing us in the slight breeze, had been mercilessly beating down all day and the shade of sunset felt invigorating. The sky was a deepening cloudless blue with traces of the orange sun still visible beyond the horizon. We had left Big Mac behind and now Apple Bloom used Scootaloo's two wheeled scooter in a similar fashion as I had weeks before. She was easily able to keep up with me and Scootaloo as we walked freely on the journey into town.

Scootaloo was right, she didn't have much. Big Mac and I had quickly moved her bed while the two girls grabbed the remaining items from around the room in her old house. After her outburst, Scootaloo had seemed happier and more vibrant than I'd ever seen her and I was glad to have that hellish place behind us.

"Do ya think Twilight's gotta plan yet?" The red haired filly asked, pushing herself along with her good rear hoof.

"Are you kidding! I bet Rainbow Dash has already flown out there to give him a piece of her mind!" Scootaloo grinned.

"Nuh uh! I bet mah sister's already kicked his tail to Tartarus!" Apple Bloom shot back.

"Ha! Applejack's probably still running there! Everypony knows Rainbow Dash is the fastest!"

They argued back and forth in the way that friends do. Their voices were light and happy in the still warm air of the early evening as I walked along beside them. Now that the shock of Discord had gone and the emotional situation of Scootaloo's house was behind us, I found my attention drawn to my wings.

They already felt larger and more present on my back. The feathers, that only the day or two before had brushed the small of my back now extended below my waistline. The episode earlier with them keeping me from falling automatically had captured my imagination. I had no control over that incident and tried to replay how felt when it happened. I was tempted to try just jumping in the air with thoughts of flight in my mind but thought better of it. Not only did I run the risk of looking like an idiot, I didn't want to make Scootaloo feel jealous if I took off like superman.

We gained the northern path leading into town and made the left turn onto the well worn and wide dirt track bordered by shin high grass that buzzed with the evening chorus of insect activity. I'd stopped paying attention to my two companions while being lost in thought when a hoof from Apple Bloom in my side got my attention.

"Did ya hear me? How are tha new tops Rarity gave ya workin out?"

"Uhh.. fine I guess. The let my wings move nicely" I gave them a flex to demonstrate.

"They're already way bigger than mine! That's no fair!" Scootaloo whined

"Sorry... can't help it" I apologized sheepishly.

"Your gonna be sorry when I get a hold of you!" she teased back, an impish grin played on her muzzle.

"Oh yeah?" I shot back playfully. "Just what are you gonna do, huh?"

"Whatever I want!"

"Ha! You wish."

"No YOU wish"

"Keep dreaming, Puffball" I said. I had forgot about Apple Bloom.

"Puffball??" Apple Bloom asked, looking at Scootaloo. "Where'd tha come from?"

"Oh that's just his stupid name for me 'cause my tail was all messed up when...." she trailed off, realizing where she was going.

"When what?!" Apple Bloom prompted her.

"Nuthin..." Scootaloo balked.

"Tell me!"

"No! It's... embarrassing!"

"TELL MEEEE!" Apple Bloom fairly shouted in frustration. I was getting a bit uncomfortable myself at this point. 'Puffball' was the nickname I'd given her the morning after we had sex the first time. Her tail and mane were so messed up, she looked like a giant, purple puff of hair.

"Urgghh!" Scootaloo grunted in resignation. "That morning after we had SEX, OK?! It was all frizzed up and looked like a puffball from all the rubbin around!"

Apple Bloom's head whipped to me and then back to Scootaloo. I was flabbergasted.

"Bah hahahah!" Apple Bloom laughed loudly, throwing her head back and closing her eyes. "Oh my stars... I'da given ANYTHING to see that!" she howled.

"Yeah, well keep laughing like that and I won't ask him!" Scootaloo frowned at her friend.

"Ask me what?" I said. I felt like I had missed something.

"Ask you if she can WATCH us!" Scootaloo said with a vengeful look to Apple Bloom.

I wasn't following at first, there was no way what I thought she said meant what I thought she said. "Watch us... what?"

"Duh! Do it!" Scootaloo threw an exasperated hoof in the air. "Apple Bloom wants to watch us in bed, Mason... there I said it, alright?! She wants to see what it's like to have a special somepony but she's too scaredy cat to ask you!"

I was completely at a loss for words. If there was an angel and a devil on my shoulder... they would be locked in a battle to the death. The angel was fighting for the private and intimate relationship I had with Scootaloo, while the devil? Well, I was a teenage guy after all. Any idea of sex held my interest easily... but it didn't make it any less awkward.

"Not anymore!" Apple Bloom hollered back in embarrassed anger. "Not if'n yer gonna be rude 'bout it! Who'd wanna watch ya'll anyways!"

"I ain't bein rude! You're the one who started this!" Scootaloo bristled and launched herself at her friend on the scooter next to her.

The two wound up on the ground in front of me, rolling around, angling for a position on top of the other while continuing the argument. At least once, a loud yell from Apple Bloom declared "TIME OUT... MAH LEG!" and the two would freeze while she adjusted the position of her bound leg in relation to their bodies... and then it would continue just as it left off.

Seriously? I thought. Either Apple Bloom was a little deviant or sex wasn't a taboo here like it was back home. Hell, I'd only just gotten my first taste of it a few days ago and now this was coming up? Watching the two wrestle, my mind made itself up rather easily. Who was I to refuse if Scootaloo was up for it? It kinda made me feel a bit naughty in a fun way just thinking about it.

"Well... as long as Scootaloo is cool with it, I guess it's alright." I said casually, loud enough to be heard over their scrum.

They both stopped and looked at me. Scootaloo was on top of Apple Bloom with one hoof on her neck and the other pinning one of her legs down. Apple Bloom regarded me coolly from her upside down vantage point in the dirt.

"Ahright then." she said calmly.

They both got up and brushed the others coat off in a manner that made me think this whole thing was planned out from the beginning. Maybe these two had been up to something all along?

"We're gonna be late! Lets get going!" Scootaloo took off down the path.

Apple Bloom mounted the scooter and took off after her, leaving me to jog behind in a bemused state of curiosity... and more than just a little bit of arousal. Apple Bloom may not have the emotional hold over me that Scootaloo did, but that didn't mean I wasn't a little interested in broadening my experience... especially with Scootaloo's willing participation.

Not another word was spoken about it for a long while.

Chapter 23

By the time we made it into Ponyville, the deep blue sky above had faded to black. Stars wheeled overhead as we walked and I found myself looking in vain for familiar constellations... The North Star, Orion's belt, Pleiades. There was nothing. Nothing in the sea of diamond chips above that resembled the stars from home.

The town was blessedly quiet. There were only a few ponies moving about their evening business as we moved north through the center market area. The one exception was a single story dwelling set just off the road that I swore had a rave party happening inside. A low rhythmic 'wub wub wub wub' rattled the windows while multicolored lights danced behind the curtains.

"What's going on in there?" I asked Scootaloo.

"Vinyl Scratch. She practices at her house sometimes."

"Ah don't like er stuff..." Apple Bloom added shaking her head. "Ah don't understand how a pony kin just listen to that same thing all the time!"

"What!? You can get a serious groove going to this beat, check it out!"

With that, Scootaloo stood up on her rear legs and started a goofy thrusting motion with her rear hips with her front hooves behind her head. She pouted out her lips like a duck and gave several grunting 'uh's' to the time of the music with each thrust. It might have been a sexy dance... had she not been so bad at it. Apple Bloom fell off the scooter in laughter and I joined in. Scoots looked ridiculous.

"Fine, I can tell when great talent isn't appreciated." she dropped back down on her legs and walked ahead with an air of mock dismissal.

We moved on. Ahead of us, the large structure of Twilight's castle was growing near. The darkness made it impossible to see the details but it had the shape of a colossal tree that towered over the smaller dwellings near this side of town. The top was supporting a structure that looked like a small castle nestled in the branches and had a darker shade in the moonlight than the surrounding tree.

"Man, every time I come here I get goosebumps!" Scootaloo said. "Twilight... a princess! I still can't believe it after all this time."

As we arrived at the base of the massive dwelling, we found the large double doors at the bottom were already thrown wide, revealing a grand staircase at the back of the spacious entryway. We moved up the stairs, curving up and around to the landing above where a huge room held a circle of crystal pillars. In the middle of this ring was a group of chairs facing each other, six in all. Each of these chairs was occupied by a member the group of ponies I'd come to know, already deep in conversation.

"Squirt!" Rainbow Dash called out, leaving her chair and flying over to us with a big smile for her adoptive sister. "Did ya get everything moved?"

"Yeah! I even got the side of the room by the door!" she beamed back. It had been a heated argument at the end, and the terms of how exactly it had been worked out I didn't know. I had left the room before then.

"Way to go!" Dash gave her a high five.

"Welcome to my Castle, Mason." Twilight had gotten up to receive us in a formal manner. I felt awkward, and I could see on her face that she felt a little out of place as well. I tried to think of the proper way to answer.

"Thank you, Princess." I said and bowed for the first time in my life.

"You are welcome here." she said stiffly. Then, abandoning the formalities "Errgh! I hate having to do that!" she smiled warmly and trotted over to give me and my two companions a hug.

"Anyways, I'm glad you're here. Especially you, Scootaloo. We were just talking about Quickfire. Can you think of anything about him that we should know?"

The orange filly beside me shrank back under the sudden spotlight. "Umm... not really... I mean..." She took a deep breath and let it out before walking into the middle of the group. She told them all she could, but it wasn't much. Twilight frowned, clearly hoping some answers would have come out of it.

"Thank you, Scootaloo. I know this isn't easy for you, but... you should know that we'll probably have to use The Elements of Harmony on him... Aaanndd that may not be a good thing from his point of view."

"I know." her head and tail sagged. "but if he's turned into a bad pony then..." she didn't finish her sentence.

Twilight put an arm around the filly's neck. "You've been through a lot lately but I promise things are going to be better from now on!" she encouraged before returning her attention to her friends.

"Alright, it's a day's journey to the edge of Dream Valley. We should get started early in the morning. We'll meet at Fluttershy's house and start the trip from there. I don't know what to expect from The Element of Hate, girls. But I know if we stick together, we can do whatever it takes!"

"Yer leaving again, Applejack?" Apple Bloom spoke up sadly.

Applejack rose from her seat and moved to embrace Apple Bloom in a tender hug."Ahm afraid so, sis. Ya know ya can't come with us on somethin like this. I need ya to stay behind and keep up the farm. I know ain't been round much lately but it looks like you 'n Big Mac have done a great job without me... a couple more days won't hurt."

She hugged her sister and then looked up at me. "Mason, you keep an eye on her, ya hear? Scootaloo too. Between you and Big Mac, I'm sure things'l be just fine." she gave a chuckle. "Heck.. if ya get in ta any trouble just give ol Granny a shout. She can get mighty worked up when she wants ta!"

"Mason..." Rarity called out. "Would you mind having Sweetie Belle as well? I'd feel better knowing she was with her friends while I was away."

"Sure, Rarity." I said. "That sounds like a great idea." It really did. I figured at least the three of them could keep each other company. I had plans that didn't involve being seen by anyone for a while.

"Alright then, we're ready. Tomorrow we leave." Twilight finished.

__________________________________________________________________

It was a quiet walk back to Sweet Apple Acres, the loudest sound on the whole walk back was coming from Vinyl Scratch's house where the beat still shook the windows. I thought about the idea of a physical object that could fill people with hate. Everything I'd come in contact with here besides Whipwind didn't seem to harbor any malice or real anger at all. Sure, there were arguments and some ponies didn't get along. But unlike the world I was from, there was an underlying feeling of peace and harmony that didn't seem to allow the same kind of prejudiced and hate filled attitudes that were common in my world. It was rare to feel that kind of general peace at home, it was like hate and anger vibrated just under the surface everywhere. Especially when you got into large groups of people.

And it made sense, I guessed. If hate was a palatable thing, something that could be personified and ripple it's effects out into the world... then imprisoning it or hiding it away from the world just might allow peace and harmony to prosper. If my world could find it's element of hate and launch that sucker to the sun or something... maybe it would be as pleasant as Equestria was.

Applejack walked back with us and filled us in on what they had discussed before we arrived. The Element of Hate, the spell that hid it's location and how they think it had come to be found. They hadn't decided what to do about Quickfire ultimately, and still didn't quite believe Discord that it really was Quickfire who had found it.

"I wouldn't be surprised" I added when she was done. "Whipwind was a mean one and who knows what his craziness did to him."

"Ah just can't wrap my head 'round how anypony could want ta hate so much. It just seems like a horrible way ta live." Applejack gestured.

"There's a lot of people in the human world who live that way every day."

"Ya mean there's an Element of Hate in tha human world?" Apple Bloom asked.

"No... well.. maybe. I don't know. There's just a lot of people who spend most of their time angry at others for no good reason. I never noticed it until I was here, but I think I finally figured out something that's been on my mind this whole time."

"What's that?" Applejack asked.

"Everything here seems to just... work together. There's no real fighting or anger against other ponies. There's a feeling of peace here that isn't like how it is at home. It's like the Element of Hate in the human world is everywhere, all the time but here in Equestria... It's gone."

"Golly, Mason. That doesn't sound like a nice place ta be. Why I'd rather give up mah farm n stay here than keep it somewhere that ponies are fightin' all the time."

I had to agree with her.

________________________________________________________________________

I didn't hear Sweetie Belle arrive in the morning. I was still asleep when Applejack let her in and then left with Rarity for Fluttershy's house. Scootaloo had spent a little time alone with me last night before I went to sleep, but wanted to finish setting things up in her new room before Sweetie Belle arrived the next day.

"So... this thing with Apple Bloom..." I said, glad we finally had some time to talk about it.

"Yeah... about that." she looked up at me. "Sorry... I had to ask you somehow. It was part of the deal with getting that side of the room!"

"You... really want to do something like that?"

"Well ya! I mean, we're best friends. We share everything!"

"So the thought of her watching us doesn't make you feel... weird or anything?"

She thought about it for a moment. "Not really. We've seen under each others docks lots of times." This was a newer word for me, Scootaloo had only taught me what a pony's dock was recently. "Does it make you feel weird?"

"I... I'm not really sure. I guess not. Is having other ponies um.. involved a normal thing?"

She considered it and then said "I hear other ponies at school talk about it sometimes, some of em share their colt friends, sooo... I guess so."

"Seriously?" I asked, shocked at the idea that ponies were like that.

"Mhmmm..." she snuggled against me tightly. "But your mine... even if Apple Bloom or Sweetie Belle borrow you for a little bit for fun."

Borrow?? I thought. A lewd image of the three of them rolling around in bed with me flashed through my mind. I would be lying if it didn't excite me a little.

"Huh... just watching?"

"Well.... I dunno about Sweetie Belle. But I don't think Apple Bloom would be happy if she didn't get to play with us."

"Ok" I said agreeably. The devil had won.

She left to go back to her room and get things settled. I rolled over and let my mind wander for awhile about the new turn of events with Scootaloo and I. I'm not sure how the two concepts of love and messing around with friends worked together here... but I wasn't going to complain if it happened. I liked Apple Bloom a lot. She was a tough girl who stuck up for her friends. I didn't know Sweetie Belle as well as the other two, but I guessed that would come with time. I'm not sure when I fell asleep, but it was somewhere after the second or third hard-on that came and went.

In the morning, I slipped quietly out of the barn without sticking my head in Apple Bloom's room. I heard Sweetie Belle singing softly behind the door and listened for a moment, a smile coming to my face. She really could sing beautify and I was struck at how mature she sounded when she did. Slipping down the stairs, I crept outside past the sleeping Granny Smith in the kitchen. I wasn't going to be long... I just wanted to give my wings a try for the first time without ponies watching me. I didn't know what to expect, but I was sure I'd look pretty silly doing it.

A little while later, after a nice walk that I realized I was enjoying, I was in a clearing just west of the barn flexing my wings. I had no idea where to start but figured this was as good a place as any. The morning sun had yet to grow hot and gave a clean, crisp light to the pale blue sky above. I could see a few clouds around and my stomach gave a jittery tingle when I thought I might soon be up there with them.

I closed my eyes and concentrated on flexing them, trying to do it faster and faster as I'd seen birds do it. I felt the strain on my back as I pushed them to new speeds, waiting for the lightening feeling on my feet that I knew should be coming any moment. Wind blew against my legs, rippling the pants and flattening the grass near me. My breath came rapidly in and out of my nose, my heart increasing it's pace to keep up with the effort. My hands clenched, my neck strained and I even squeezed the piss stopper muscle for good measure, anything I could think of to help. I kept it up as long as I could, beating my wings furiously against the air in a steady, rhythmic pulses but still no change of sensation against the ground pressing against my feet.

As a last ditch effort, I bent my knees and jumped, hoping that a little bit of air was all I needed. I wasn't very good at jumping in the first place, so my feet returned to the ground almost immediately after leaving it. Calling it quits, I relaxed. My wings halted their pulses and I dropped to my knees, breathing hard. Nothing. Not even an inch. How in the fuck did this work? If I had felt even a small tinge of lift I might have been encouraged about the effort but there wasn't even that! Nothing! Maybe I just needed to try harder?

I gave it another 2 tries. The second time I almost crapped my pants from the effort I put into pushing my new wings to beat as fast as they could. When no sensation of lift came again, I gave up. Frustrated, tired and sweaty from the extended effort of holding out as long as I could I sat on the ground in the clearing of the apple orchard.

Birds chirped happily around me in the trees, oblivious to the effort happening by the stupid human with new wings that sat near them. Rainbow Dash, Fluttershy... shit even Twilight made it look so easy. They hardly extended any effort at all when they.....

"Shit..." I said aloud.

Maybe it wasn't about muscles. Maybe... just maybe it was like turning on the lights. All in your mind, not in your body? It's not like any of the pegasus I'd seen had huge muscles to support flight anyways. I got to my feet again, this time to try a different approach. My pulse quickening with excitement.

I closed my eyes again and tried to calm my mind. I reached out with my imagination and pushed against the ground under my feet, letting my wings extend but not worrying about beating them. I pictured my legs from my point of view and my feet below them. I could picture the grass that surrounded the comfortable shoes that Rarity had made me growing up from the dark earth I stood on. A tingling started on my back where the two wings were connected to my body that spread out in a warm wave, wrapping around the front just before my weight lifted off my feet.

I kept my eyes closed, ecstatic but not wanting to ruin the moment. I kept up the mental pressure as steady as I could given the circumstances... it's not like I knew what the hell I was doing anyways. Moments passed with nothing but the wind blowing across my ears before I opened my eyes.

I was suspended about 10 feet above the tops of the trees near the clearing. The pale blue sky arced over me in a broad dome without interruption save for the occasional cloud. A chuffing breath escaped me in wonder before I looked over my shoulder and saw my wings were beating on their own in the same slow, even strokes I'd seen on the pegasus. I'd done it... I really done it! I was flying! Wildly my emotions ran at the possibilities. I could go anywhere, anytime! I was free!

And then fear washed over me in a cold wave that loosened my bowels and caused my vision to swirl. Holy shit, it was a long way down! Why didn't I think about the fear of heights thing until now? Why did I come up this high the first time? I felt my concentration lax and I began to fall, dropping out of the air quickly towards the deceivingly soft looking grass of the clearing. The tops of the trees slid over me again in a flash of green before I closed my eyes and waited for the impact.

Once again, it never came. A few moments passed before I opened my eyes to see I was a few feet off the ground now, my wings resuming the steady pulsing beat. They would take care of me... I thought. Whatever magic controlled them wouldn't allow me to come to harm by falling. I didn't have to be afraid.

A surge of joy lit my brain on fire and I focused on moving forward and up, seeing it with my mind's eye a split second before it actually happened. I smoothly climbed back above the trees and forward a little, now looking down on the tops of lush green foliage below my feet. I imagined left... and I slid that way. Right... again my wings complied. There was a small delay between my command and response, the delay accompanied by a brief sensation of confusion that passed in the blink of an eye each time.

A few more experimental turns and I felt ready... I wanted to see how fast I could go. Pushing forward towards the north, I watched the trees slide underneath. First slowly, then ticking by with rapid succession. As I moved faster, my body dragged behind the center of momentum on my upper back, causing me to lay flat and be supported by an invisible cushion of air. It was a comfortable sensation that I got used to quickly.

Pushing my arms forward, I willed myself to go faster still. Treetops blurred by underneath giving way to the green fields that bordered Ponyville on the western side. I could see the houses there, Twilight's castle looming to the far north, growing larger by the second on my right. Banking that direction, I shot towards the town with tears streaming from my eyes. My hair, uncut in quite a while now, streamed behind me in the wind that howled in my ears. I'd never felt this amazing before and laughed wildly into the morning air.

The town slid under me. I could see ponies looking up as I passed by with confused looks that caused me to only laugh harder. I waved to them as I neared Twilight's castle almost even with it's top. Doing a loop around it, I traveled back south now. Dropping altitude and firing long the main street just above the tops of the houses. Voices reached me I passed but I couldn't hear... I didn't care. I was lost in the moment of discovery.

I began to feel a new sensation of fatigue setting in somewhere between my shoulders and the back of my head as I neared the gate of Sweet Apple Acres. I couldn't really identify it, but some part of me knew I couldn't keep this up for much longer. Slowing my speed, my body rotated again allowing my feet to dangle as I dropped down, landing hard on the ground just inside the fence. I was out of breath, but more from the exhilaration than effort, I thought.

I didn't tell Scootaloo or anypony else about my flight that morning. I wasn't sure why I chose not to, only that I wasn't looking forward to seeing Scootaloo's face. I'm sure she would be happy for me, but it would be just another reminder for her and right now I thought it best that she have some time to heal from all the stuff that had happened lately. My absence had gone unnoticed as far a I could tell. Apple Bloom's door was still closed and laughter could be heard behind it when I walked by to get ready for a shower.

The rest of the day passed uneventfully. Big Mac had approached me just after breakfast and asked if I could help him clear out the dead limbs he'd cut down a while ago. It was the first time I'd heard more than his trademark 'Eeuup' come from his mouth. We had worked in silence, me gathering and stacking the heavy limbs before helping Big Mac hook into the straps to drag them away towards the barn. It was tiring work, more work than I'd done in a long time but I felt good doing it, regardless of the raw patches on my hands that stung by the end of the day. During dinner, Apple Bloom came up with the idea to have a campfire that night.

"We do it every year with the dead fall! It be a shame to miss it an ah don't think Applejack would mind!" she asked Granny Smith and Big Mac.

"Yeah, we can sing campfire songs!" said Sweetie Belle

"And tell scarey stories!" Scootaloo added.

"Well yer gonna have ta get Mason ta agree ta that, youngins... I ain't stayin out by tha fire tonight."

"Eeyyuup" chimed Big Mac.

Three sets of big, shimmering eyes turned to me. I melted under their combined power. "Sure, lets do it!"

"CUTIE MARK CRUSADERS CAMPFIRE YAY!!"

________________________________________________________________________

Apple Bloom could make a really good fire, I found out. She had expertly laid the wood pieces Big Mac and I had cut up from the day's labor into an intricate pattern that burned bright and strong for quite some time. Sweetie Belle had brought a large blanket that was big enough for all four of us to sit on. We laid it out next to a big log for me to lean against and all sat together closely to relax a little ways back from the fire pit. The fire was warm and the summer evening air was too hot to sit very close to it anyways.

The dark had come swiftly that evening as they set things up and now we were alone with only the light of the campfire and the moonlight overhead. All the lights in the barn had gone out some time ago, signaling the turning in of both Granny and Big Mac. I was tired myself, but comfortable and happy to be out here with the three girls.

I listened to them talk with Scootaloo snuggled next to me on my left, Apple Bloom and Sweetie Bell on my right with Apple Bloom's flank pressed against my hip. Their conversation was about mundane things... School, Thing's they'd done for their cutie marks (they never seemed to tire of this one) and other daily life events. It was like the whole business with Quickfire and The Element of Hate was a non-issue. I was settling down after adding another log when Scootaloo mentioned my wings.

"Mason! What happened to your wings?! They're all messed up!"

"Huh? What are you talking about." I couldn't see them, so I really had no idea.

"Lemmi see em, lay on your front" she commanded me.

I shifted around to lay out on the blanket. Apple Bloom's body was next to my head and from this distance I could see the writing on her cast again. I tried to study the words written there when I felt Scootaloo straddle my butt.

"You need a preening!" she announced. "Look at these feathers... they're all tangled and you haven't even been flying yet!"

"Oh..." I said dumbly.

"What do ya do when ya preen, Scootaloo?" Apple Bloom asked.

"That's when you straighten out your feathers so they aren't tangled. If they're all twisted up, you can't fly right." she said in a educator's voice. "All pegasi need to preen their feathers every day. Otherwise you're a gross matty wing!"

"I don't know anything about that." I admitted.

She laughed. "Of course not, dummy. You only just got them a while ago. Here... lay still and I'll do it for you. Stick one out for me."

I moved my left one out and almost sucked it right back in when I felt her warm breath tickle over the feathers. "Just realx... you'll like this... I promise" her tone was almost seductive.

Her muzzle brushed against the feathers again and I felt her pushing and twisting delicately against the quills. She worked her way along one area, and then started on another. It was incredibly relaxing, almost sensuous in how it felt. Only the sound of the fire crackling could be heard as Sweetie Belle and Apple Bloom watched her carefully comb through and straighten first one wing, and then the other.

"Why are you smiling like that, Mason?" I heard Sweetie Belle ask. I wasn't even aware I was.

"It feels really good."

"I told ya you'd like it." Scootaloo said with smooth voice.

"I wish I had wings to be preened like that and make smile." Sweetie lamented. "All I got is this stupid horn..."

"At least ya got that" Apple Bloom said quietly.

The experience of Scootaloo combing through my wings had an effect on me. I was very relaxed... and more than a little aroused. "Does it feel good if someone touches your horn?" I asked her as Scootaloo slid off my thighs, allowing me to sit up again.

I could see Sweetie Belle flush at the question, her hoof dug gently at the blanket. "I dunno... nopony's ever touched it like that."

"Maybe you should try it?" I suggested. I didn't know where this was going, but it was interesting.

Her white face gave a questioning look to Apple Bloom and then Scootaloo before she slid closer to me. She was red at the cheeks and she shyly looked at me for a moment before lowering her head a bit. Her two tone mane fell around the small white horn that jutted out from above her forehead. It was about 8 inches long with a spiraling groove that ran up from the base and ended at the pointed top. It sparkled dully in the firelight like there were glitter flecks embedded in it.

I really had not expected her to offer it to me, but I wasn't complaining in the slightest. I reached my hand out and gently placed three fingers on the side of it. It felt hard and bony with a texture like smooth cement. She sighed when I slowly dragged my fingers down and then back up to the tip.

"That kinda does feel good..." she murmured.

I continued to caress her horn for a few moments in silence while the other two watched. Thinking of nothing else, I wrapped my hand around it gently and gave it a couple of slow strokes as if it was my own stiff shaft attached at my waist. Sweetie Belle shuttered and gave a low moan.

"So I guess it does feel good, eh?" I asked her, pulling my hand away.

She didn't say anything, just turned her face back up at me and blinked with her large pale green eyes. I could almost sense her confusion at what to say or what to do. I put a hand on her cheek and smiled. "That's a yes?"

"Yeah..." she breathed. "I... didn't want you to stop..." she looked down again offering me her horn for more attention.

"No fair!" Apple Bloom suddenly cried out next to me. Scootaloo and Mason got wings, Sweetie Belle has a horn... I got nuthin!"

"That's not what you told me the other day!" Scootaloo grinned with an impish delight. Apple Bloom flushed and looked away.

"...Wasn't talkin bout that, now was I." her own hoof kicked at the blanket.

"It's alright. Mason said it's ok... didn't ya mason?" she looked at me. I felt a rush of heat at the direction she was going with this.

"It's true... I did." I shrugged.

Apple Bloom looked at me with her mouth slightly open. Sweetie Belle had recovered enough to ask "Are you talking about that again, Scootaloo?"

"Yeah, why...now you don't wanna?"

She looked down again "I... I'm just all jittery now that... well... now that I know we can."

"You can just watch, Sweetie Belle, You said you wanted..."

A loud shrieking wail sounded just beyond the campfire's light. We all jumped and grouped together in our startled fright, scanning the area for the source. The sound rattled me badly, I'd never heard anything so inhuman in all my life.

"THERE!" Apple Bloom cried out pointing a hoof beyond the flames.

A massive dark shadow moved into the light of the fire, but it didn't become anything else once it did. It loomed over the campfire like a walking black hole, sucking light into it and reflecting nothing, giving no details about what it was made of. It was humanoid shaped in the sense that it had two arms, two legs, a torso and a head. But it's proportions were all wrong. Long dangling arms hung below a waist that was too low to begin with ending in three long points where the hands should be. It's body and head were pinched and narrow, it's neck a thin long reed that looked barely wider than my thumb that swayed the narrow head on top of it in a slow, methodical side to side motion. It was tall, much taller than anything I'd seen when it drew itself up and stepped towards us on stumpy, inky black legs with only flat ends for pads. Two brilliant white angular eyes, small and irregular in shape were the only features it had, and they were fixed on me.

"Run!" I told the girls. "Get in the barn NOW" I scrambled to my feet as the thing took another step closer. It was in front of the fire now, blocking out the light. Again that wailing sound came from it's non existent mouth, almost as if it was heard in my head rather than my ears. I was dimly aware that a warm stream of piss was running down my leg.

One of the long, pointed arms swung out for me and I reeled back, tripping over the log and sliding to my butt on the other side. Forward it came again, reaching now for my foot that I withdrew quickly to scramble with. I saw the girls gain the doorway and run inside to what I hopped was safety when I got to my feet. My mind was scattered by the creature in front of me, fear rolled over me in waves and I found myself unable to think of what to do for a split second as it stepped over the log and reached again.

I jumped into the air, pushing against the ground with my mind to hover just out of reach from the questing, clutching pointed ends of the thing's arm. It regarded me from below, it's head still swaying back and forth like it was considering it's options.

"Can you fly, you fucker!?" I yelled. "What do you want?!"

It didn't speak, it only continued to regard me with those two brilliant white chips of eyes for a moment and then it turned towards the barn, moving at a slow plodding pace.

"No, No, NO" I cried, but unable to think of what to do about it. I cast my eyes around for something.. anything.

A thick branch, just long enough to wield was laying near the wood pile and I swooped over to pick it up, crashing into the ground in a clumsy landing and then leaping up again with it in my hand. As I oriented myself towards the barn, my stomach dropped. All three of the girls were now standing outside lined up with Scootaloo and Apple Bloom facing each other while Sweetie Belle was behind them and in the middle facing the advancing nightmare.

The two on the outside each held something stretchy and elastic in their muzzles between them that was being controlled by Sweetie Belle's magic. Her horn glowed brightly with a pale blue light as she stepped backwards, pulling the makeshift slingshot they had formed tighter with a large heavy rock in the cradle she had made. The thing was ten feet from them when Sweetie Belle fired. The rock sailed true, striking the creature in it's chest.

It disappeared into the apparition. It didn't fly through it, or even have the appearance of ever existing. It was as if the thing had absorbed the rock into itself and now it was right on top of them. They cowered in fear as I dove at it with my club, but I was too far away to get there in time. It's arm reached out and first touched Scootaloo, then Apple Bloom, and then Sweetie Bell as she tried to flee. All three fillies disappeared, their forms sucked into the void of the creature in a blink of an eye, to fast to see clearly in the moonlight.

I couldn't stop my momentum even if I tried. I was going to either bash this things head in, or suffer the same fate as the three girls had and considering the options... I'd take my chances dying. I pulled back and swung just as it turned it's narrow pinched head towards me, the club hit the creature right where the two piercing white eyes were.

The last thing I remembered before waking up on a dirty stone floor was how cold the creature was inside.

Chapter 24

Rainbow Dash flew as fast as she could through the dark forest, looking for a way to escape the canopy overhead to the safety of the open sky as her heart raced in throat. She had barely escaped the two black shadows that set on them at their camp site just moments ago. They had heard a horrible wailing sound and then two figures appeared in the middle of the camp, reaching with their long black arms while their narrow pin heads swayed back and forth. Rarity and Fluttershy had been the closest to them and in horror she watched them vanish when the creature's long trident tipped arms touched them. But vanish wasn't the right word... more like vacuumed up. Rarity's body had grown small and narrow before she was drawn into the black void of the creature that had touched her.

Twilight had been fast, leaping up and firing off a spell from her horn almost before Rainbow even knew what was happening. The flash of red light streamed out in a beam, striking the creature who had taken Rarity square in the chest with the full brunt of her power. But nothing happened. Her spell simply vanished into the back mass. Seconds later, Twilight was gone.

"Go Rainbow! I'll hold em..." but that was as far as Applejack got. She, along with Pinke Pie, who hadn't even moved from her bedding near the fire yet, were next to be sucked into the black void they carried with them. Rainbow Dash was alone and facing two nightmarish creatures who had just wiped out her out her whole group of friends along with The Elements of Harmony in a matter of seconds. Left with no idea how to deal with them, she took to her wings and flew off before she could be taken as well.

Tears began to well up from her eyes as she dodged first one tree and then the next through blurred vision. Her friends... gone. Her whole world was suddenly turned upside down. They had always been a team, without them, she was lost. She couldn't face this danger alone. Twilight was the glue that had held them together, made them powerful and yet not even Twilight's magic had hurt those things. Without her, she felt hopeless.

She saw through watery eyes a break in the canopy just big enough for her to fit through and she shot through it, gaining the sky and freedom from the claustrophobic forest. She stopped far above the treetops and hovered, letting her emotions take over for a bit. She wept, curling into a ball in the sky thinking about her friends and if she'll ever see them again.

"Twi...." she sobbed. "Please... Celestia, no..."

Her tears fell through the air, smattering on the leaves below like rain.

_____________________________________________________________________

A small firefly watched Rainbow Dash from below, just above the tops of the trees. It had flown very hard and with a little help from magic had managed to keep up with the swift pegasus... but just barely. It had been at the campsite when it was attacked and it's two yellow eyes, one larger than the other, had seen everything transpire with a horrid sense of fascination and morbid curiosity. It didn't like what was happening to the ponies, no... not one bit. But it wanted to see how things would progress a little further before it considered acting out on it's own. It knew that, for the moment, nopony was hurt and the Darklings were sent simply to fetch The Elements of Harmony by their new master, not to kill them. No... their master wanted to do that himself in his own way.

It was rather disappointed with how swiftly the Darklings had accomplished their mission, too. It had hoped to see the power of the group again but now was forced to wait and follow Rainbow Dash instead. It watched her cry above it for a while, almost caving in and flying up to comfort her but resisted the temptation. It would spoil the fun if it was drawn into this conflict to early. It listened patiently to the somber rain created by the pegasus in mourning and waited for it to stop.

Eventually, the she ceased her crying and hung in the air looking to the south. She wasn't the most observant thing, the firefly thought. She should have seen that fortress long ago but only now was noticing the blackened walls and towers in the moonlight. The windows set in regular intervals along it's walls and peaks glowed a deep blood red from the light within and was visible even at this distance. It sat squat and hulking on the top of the ridge above the treeline, brooding in the pale light surrounding it like a moody teenage filly who didn't get her way. Even for the firefly who was accustomed to chaos and disharmony... the place was unsettling.

Rainbow Dash began to move south towards the Fortress of Denholm, and the firefly followed.

______________________________________________________________

Quickfire.

That was all Rainbow Dash could think of. Quickfire was behind this... he had to be. She probably should get help. She probably should enlist the bucking royal guard. There were a lot of things she should have done but instead she flew towards the fortress on the high ridge in front of her alone with revenge in her heart. He started this... now he was gonna get it.

She approached the outer wall carefully, not knowing if there were more of those black shadow things around or not. Sticking to the hard brick wall vertically, she chose the nearest opening and carefully pealed back the red, thin tapestry that hung over the window on the inside.

Beyond was a large room with a single narrow long table that had several high backed chairs around it. Tapestries of purple hung from the walls in dusty cocoons of cobwebs. The massive fireplace at the far end of the room was dark and cold. Nothing moved. She slipped inside and began to look for Quickfire.

Dash had entered on the top floor, and after an exhaustive, painfully slow search found no living thing save for a single firefly that followed along in her wake. She had batted a wing at it out of pure frustration but had missed, promising to swat the thing if it came near her again. The next two lower floors also turned up nothing. No sounds were heard, no movement sensed. It was as if the place was abandoned... but then who had lit all these torches?

The fortress was basically a square with long narrow rooms at the edges and smaller square ones in the middle separated by a hallway. You could fly along this hallway unbroken, making four of the same turns to end up right back were you started. There was a faded red carpet on the floor that was dingy and eaten away, showing bare patches of rotten wood underneath every few feet. Light was cast by hanging fixtures of black iron that held massive torches that someone had lit throughout the place and in every room. The whole fortress smelled of ancient dust and stale air, even though the windows had been opened on the outer wall. It ticked Dash's nose as she disturbed the carpet and purple tapestries in the hall with her wing's air flow.

She moved down, floor by floor along the staircase that ran down one side of the building and there was no change in layout... no change in decor. For a while she didn't even know if she really was moving someplace new and her only saving grace was she had never closed any of the doors she had opened. As long as she was opening them... she knew she was making progress. It was deathly silent around her, time seemed to stand still as she crept from room to room... floor to floor.

Finally, she came to a level where the center was open, looking down on what she assumed must be the ground floor below her. Crumbling statues of ponies lined the walls in faded alabaster alcoves lining the outer walls. There were no doors here, only the catwalk that enclosed the opening below looking down onto the rubble and debris that had accumulated over the years and the massive hanging cobwebs that covered everything. On one end of the walk, a massive grand staircase descended with the same faded red carpet pulling up from the edges.

It was here she heard the first sounds of heavy metal doors closing from below and away. Something was in here with her... and she wanted it's head on a platter.

_____________________________________________________________________

The first thing I felt was the hard stone under my back, pinching my wings against my shoulder blades. Jesus, that hurt.

I sat up wide eyed and looked around, remembering everything exactly as it had left off. The shadow creatures, the three girls disappearing into it and myself charging at it from above, swinging with everything I had at the two white eyes. There was a cold feeling still on my right hand where it had impacted but other than that, I felt fine.

"Mason!" I heard Scootaloo's voice and turned towards the source.

Scootaloo, Sweetie Belle and Apple Bloom were in a very old looking, black metal cage on the floor on the opposite side of the room from me about 20 feet away. My heart jumped when I saw they were alright, looking at me with wide fearful eyes but smiles on their faces none the less. I was in a cage that looked just like theirs. Not very wide, just enough for me to lay down and tall enough to stand up in. Placing my hands on the bars, I felt the rust and aged roughened texture under my fingers. Giving an experimental tug, I got pretty much exactly what I expected. It was solid.

"Scoot! You guys alright?" I called out.

"Yeah... are you?"

"I think so."

"What happened?? What was that thing?" Sweetie Belle asked.

"I dunno. You haven't seen it again?"

"No"

We looked at each other, helplessly separated and trapped in our prisons with nothing to do but wait. The room we were in was very large, our voices echoed deeply in the darkness above and around us. Tall stands held torches that cast globes of yellow light in pairs down the middle of the room, illuminating ours and three other cages that sat empty. The cages were arraigned in a semi circle around an obsidian pedestal that held an intricately carved red box about the size of a shoebox. It's lid was closed and gave no indication of what was inside. The pairs of standing lights ran away in an isle across the vast, flagstone paved room to a door on the far side.

We sat miserably for some time, impossible to tell really how long we were there while we waited for something to happen. We tried to talk, but the echoes and the room itself seemed to stifle the desire to make noise. I had asked if Sweetie Belle had tried to use her magic to open the cages but she reported that her magic didn't work on it.

My head pinged against the bars and I slumped into them. With no idea where I was, no clue of how I got here or even if I was going to make it out... I'd begun to wish I'd flown just a bit longer this morning to experience that freedom some more. When I thought I couldn't get any more miserable, the wailing started again.

It was deafeningly loud and came from what seemed like thin air right in front of the box on the pedestal. I clamped my hands over my ears, seeing the fillies doing the same. It grew to a fever pitch before the shadow creatures appeared, suddenly and without warning they materialized by the box on either side. They looked exactly the same as the one that had been at Sweet Apple Acres, long arms with three finger like digits, narrow bodies and pinched heads that swayed side to side on thin stalks of a neck. The wailing stopped as suddenly as it began and in the silence, the two beings began to move noiselessly with jerky, twitching movements.

They shuffled to the empty cages that swung open soundlessly. When they both stood ready, their arms rotated backwards and fluttered behind them, heads falling backwards to lay against their shoulders limply. Out of their bodies came thin streaks of color and light that landed in puddles on the floor. An orange and white one first, then a pink and purple one landed in the other. One of the shadowy beings then popped out of existence but the other stayed, depositing another single pool of yellow in to the remaining barred cell before it also vanished with no noise. The whole scene was unsettling and disturbing, causing me to recoil against the far side of my own prison to get as far away as possible. The fear and revulsion eventually subsided and I looked to the three cages that now stood closed... but not empty.

The light within the pools had faded some but not the colors. As I watched, the shapes of familiar ponies began to fade into existence laying in the puddles. Twilight and Pinke Pie, Applejack and Rarity, then finally Fluttershy all grew distinct and solid before my eyes, prone in various states of unconsciousness. Our friends had been captured as well.

My stomach dropped, realizing that not even this group could overcome whatever power was at play here. We really had no hope of escape if The Elements of Harmony were this easily taken. Already Scootaloo and the others had begun to cry as they came to the same conclusion. We were doomed.

____________________________________________________________

A slow, steady weight seemed to be growing on Rainbow Dash's mind and body as she trailed the hoofsteps on the bottom floor. The closer she got to their source, the more she felt it. What started as a buzzing, slightly sick feeling in her head now had spread out over her whole body causing her head to droop and her ears to flatten. She couldn't even fly at this point but instead resigned herself to stalk her prey on hoof, trying to ignore the growing feeling of disease. If her last act was to tear out Quickfire's throat with her muzzle... then so be it. She moved down a narrow hall that ended in a T and her heart jumped when she saw him, a blur of dark purple and orange that moved by to the left at the end of the hallway.

There you are...she thought to herself. The waves of discomfort increased as she moved quickly now towards her prey, stopping at the intersection to peek around the corner. A dark, stone door was ajar down at the end of this new passageway and she moved silently to it. She could hear his hoofalls echoing in a massive room on the other side and she pushed her weight against the cold stone behind her just enough to allow her to slip inside.

Two rows of standing torches marked an isle way that stretched out in front of her across the room, ending in five cages. Dash couldn't tell if anything was in them from here, but it didn't matter. Slinking around the dark edge of the room, she kept her eyes on Quickfire who had stopped near the cages. She paused, fighting the sensation of sickness that washed over her again. It was getting hard to focus now but she steeled herself. "No time for wussy stuff, Dash" she told herself. "You have to pay him back..."

She was coiling up, getting ready to charge with everything she could muster when a tiny yellow light blinked at the end of her nose. That bucking firefly was back! Irritated, she swatted at it with her hoof. Dash had missed again and the firefly moved up, drifting behind her where she quickly forgot about it, focusing on her prey again.

A stinging pain on her ear jolted Dash out of her concentration. She flicked her ears in reflex to fling off whatever was there but froze wide eyed when she heard the tiny, articulate voice in her ear.

"Wait..."

______________________________________________________________

The pony that entered the room long after Twilight and the others woke up had to be Quickfire, I thought. He fit the description Scootaloo had given me with that striking orange mane and tail matched with a dark purple coat. His eyes were a pale green that showed almost no black as the rest of the ponies I'd met. The color was matched by a large amulet he wore around his next that glinted yellow flecks of torchlight in brilliant sparkles as he moved. My friends all shrank back in the cages with lowered heads when he approached. It didn't look like they were scared... it looked like they had suddenly become ill.

He wasn't a large pony, about the same size as Twilight and the others. He lacked the heavy build that I'd seen on stallions but made up for it with a sinuous lean body that looked dangerously fast. He regarded Twilight and the others before turning his attention to me. He came right up to the cage, close enough for me to touch and I fought the urge to reach out and throttle him.

"So you're the human who brought about the downfall of my father." he remarked in a calm and even toned voice. "Funny... I expected so much more than this." his eyes traveled down to my feet and then back up to my eyes. "My father was a great pegasus. Loyal to the true blood and the only one who stuck up for the purity of Equestria!" his manner had become dark and spiteful. "Now it is up to me..."

"Quickfire..." I said.

"Yes. You know I'm half tempted to keep you alive, human?" his eyes narrowed. "I can smell my father's blood in you... you might just make a great servant in my new kingdom... with some proper breaking in."

I didn't say anything. We were in deep shit right now and it wasn't time for witty hero lines. Besides... I was to scared to come up with any. He sized me up one more time before turning towards the box before the cages on the pedestal.

"No, I think I'll simply turn you all into Darklings." he put a hoof on the box and caressed it's dull red cover. "It's such a shame they're only good for one use. It gets harder and harder to find willing participants when the outcome is a painful death." he smirked

"Quickfire..." Twilight struggled to her hooves. "Let us go... you don't have to do this."

"Oh, Twilight... The Element of Magic. Not much use now, is it. Do you feel that, Princess Twilight?" he stepped towards her, causing her to fall back again in shuddering wracks of sickness. "These lands have gone too long without a good dose of righteous and deserved hate. Your bodies and minds don't know how to deal with a blast of it anymore. You've all become weak and soft... You're powerless against it." he chuckled grimly.

"Brother..." a small voice said. Quickfire turned his attention to Scootaloo who was curled in a ball on the floor of the cage, shaking.

"Please... I don't wanna die." she said softly.

"Ha! Scootabrat..." he spat on the ground. "You've been dead to me since the day you were born" He moved towards her cage and placed a hoof on the lock. A snicking sound reached my ears and the door swung open. Looming over the three cowering fillies, he gloated.

"None of this would have happened if you hadn't come along! In fact... I think I'll do you first in honor of my father!" he began to laugh.

I sucked in a breath to yell and stopped when I small brilliant yellow light flared in front of my nose. It was a firefly... but it had arms that were waving madly and two large yellow eyes that looked just like...

"Discord.." I whispered.

The firefly zoomed around and I felt it light on my ear with an insane tickling sensation. His voice, tiny and small but still very much his began to speak.

"Listen, human. We don't have much time. Your cage is unlocked and help is nearby. Get the amulet away from him and get it out of here! The amulet is The Element of Hate and it's sapping our power!"

Quickfire's back was to me as he lorded over Scootaloo in her cage, still laughing. My heart, pounding in my throat, jumped up another notch when I pushed against the bars and they swung open easily. A sense of overwhelming pressure hit me at the realization that this was all up to me right now. I had to come through this time.

Pushing off with my mind, I gained my wings and shot towards the figure that was reaching for Scootaloo, aiming my outstretched hands for the thin green item around his neck. I would have gotten it, but Sweetie Belle's face betrayed the surprise. Her eyes grew wide and happy when she saw me, causing Quickfire to turn.

A quick lash of his hoof against my shoulder while he ducked changed my momentum and I spun off into the darkness, landing cruelly on the flagstones that erased the skin of my arm.

"Well.." he called out to me. "So the human is immune... interesting." he stepped back away from Scootaloo's cage and fixed his eyes on me. Spreading his wings behind his back, he lowered his head in challenge. "Well come on then, human. Show me how you bested my father."

"Careful, Mason" Applejack cried out.

Quickfire took to his own wings and shot at me like a cannonball. I barely rolled out of the way, not even having enough time to gain my feet before I saw him change direction in a skillful tight turn that I could never dream of accomplishing. I was outclassed severely by him and I knew that flying against his skill would be like flying against Rainbow Dash, but only worse.

Again he dove, this time striking me square in the chest with his front hooves sending me sailing back towards the semi-circle of cages where my friends watched. The breath left my body but unlike the fight with Whipwind, I never impacted the ground. My wings had taken over this time and held me up at the last second, sparing another crushing blow.

Quickfire landed in front of me, head lowered and eyes squeezed to narrow mean slits of pale green that glowed in harmony with the amulet around his neck.

"This is it... this is the human caused my father to be imprisoned? You're pathetic. You fly like a newborn FOAL!" he reared up and charged again. I braced myself to absorb his impact but Quickfire was hit from the side just before he got to me.

Rainbow Dash was on him, her fore-hooves clutching at his neck for the amulet weakly like she barely had enough energy to keep her eyes open. I moved quickly to jump on the pile, landing with my own fingers seeking the element desperately. He thrashed under our combined weight bucking and twisting, throwing Rainbow Dash off to the side where she curled into a ball retching. It was just enough time for me to finally get my fingers around the amulet. I felt my nails dig between it and his purple coat and I clutched tightly before yanking my arm back.

A bolt of terrific pain slammed into my body, no wings could save me this time as I slammed into the ground in front of Scootaloo's open cage from the force of the shock. I shook my head, trying to clear my vision while my whole body buzzed with pain from a thousand different places. Quickfire stood tall above me, surrounded by a sickly green, fiery aura. His eyes glowed brightly same green as if lit by two lanterns inside above a menacing smile. I was dazed and unable to move beyond rocking back and forth on my wings below him.

"Now this ends..." he spoke in a voice that had changed. It was deeper, somehow more present as it reverberated around the room.

"No!" My friends called out from the cages, to weak to stand.

His aura intensified, gathering it's light in front of him while the glowing green eyes widened. I had a mad thought that whatever was gonna happen, was probably gonna hurt really really bad. I was closing my eyes against the coming pain and then a felt a warm soft body embrace me.

Scootaloo had crawled out of the cage and had dragged herself over to me. She wrapped her front hooves around my neck and whispered "I'd rather go with you"

I rolled to the side, dragging her into a clutching embrace and burying my face in her neck. I didn't want to die, but I would rather die with her in my arms like this than any other way. "I love you Scootaloo." tears running down my face.

"I love you" she cried into my ear.

_______________________________________________________

Twilight watched helpless as Quickfire towered over Mason and Scootaloo. She tried to stand again, but the sickness that had overcome her was just too great. Her horn wouldn't work either as she laid on her side watching the end draw near and she closed her eyes... she didn't want to see it.

"Wha...." she heard Quickfire say a moment later in surprise and she opened her eyes again.

A ball of pure white light surrounded the prone forms of Mason and Scootaloo, pulsing out bigger and brighter in a heartbeat rhythm. When it touched Quickfire, he shrank back in pain and fear, frustration growling from his throat.

"What is this!?" he shouted. A stream of green energy shot from the amulet around his neck, striking the white shell and dissipating over it like a stream of water on the back of a bowl. The white dome grew once more, and then flared out in a brilliant explosion, filling the whole room with a pure light that hurt her eyes.

The sickness was instantly gone. Twilight felt her power surge through her body once again, unleashed and heavy in her horn with potential and eager willingness to do what it was here to do. Her friends rose to their feet, exiting the open cages and joining together once again as The Elements of Harmony. She understood perfectly what had happened... and she knew beyond a doubt that yes, Mason loved Scootaloo like only a true pony could. It was the power of their love that had saved them all.

Quickfire shrank against the bars of Mason's cage, his eyes wide with fear and confusion. "How.... How did... "

"Love. Only the true love of two special someponies could stand against the element you've claimed. There's no room for your hate here in Equiestria, Quickfire. So say hi to Tirek for me!" she cried out in victory, rearing back on her hind legs and casting the spell that triggered the incredible power of the six ponies combined.

He shrieked in pain as the rainbow light struck him, shattering the amulet weakened by the power of Scootaloo and Mason's love. The portal to Tartarus yawned opened behind him, Cerberus's three grinning faces panted in eager anticipation of a new playmate. Quickfire was flung backwards like a rag doll through the opening... and was gone.

Chapter 25

Silence descended on Scootaloo and I, still locked in a tight embrace on the cold floor of the chamber. That wonderful vibrating feeling that had taken over my senses had gone and I was left with a warm glow inside from the pleasant sensations it had given me. My eyes were still closed and my face still buried in Scootaloo's soft, warm hair, but I could feel myself smiling. We were still alive.

"Scoots? Mason?" I heard Apple Bloom say close by. "You ponies all right?"

"Yeah..." I said, pulling my face away from the warm nook it was in.

"What happened?" Scootaloo asked, blinking into the torchlight. "Where's Quickfire?"

"Gone." I heard Twilight say from behind me. "He has been banished to Tartarus, where his hatred of land ponies can never again hurt anyone."

I rolled to my feet, helping Scootaloo to hers before turning around to look at Twilight. What I saw took my breath away. All six of my friends were gathered together, but they looked very different. Their manes and bodies shimmered with highlights and patterns that accentuated the natural colors they possessed. Intricate patters blossomed out from their cutie marks to cover their whole body that glowed in the auras of gold, yellow, pink and blue radiating around each of them, crackling with power that raised the hairs on my arms. Twilight looked every bit the royal pony that she was and then some. I was struck by an irresistible urge to kneel before her, so great was her majestic appearance.

"You..." my words failed me.

"It is the power of The Elements of Harmony, Mason... something that we have you to thank for right now." she smiled at me with grateful purple rimmed eyes. "The love that you and Scootaloo share is what broke the power of The Element of Hate that Quickfire had found, giving us the opportunity to defeat it once and for all."

She moved towards the two of us. Scootaloo pressed against me and I put a hand on the back of her neck in comfort and affection. As she advanced, the aura around her shimmered and then faded, taking the majestic appearance with it and leaving behind the humble and plain colors behind. When she spoke, her voice was tender and kind.

"I'm sorry I questioned you before, Mason. I should have trusted that humans could love just as much as ponies could." she gave me an apologetic smile. "I was just so worried that with everything going on, Scootaloo was going to just get in more trouble by falling in love with a pon- A human... we didn't know very well."

"What are you talkin about?" Scootaloo asked with a confused look on her face. "I can take care of myself!"

Twilight gave her a sisterly jab on the shoulder and a smile. "I know, Scoot... but sometimes we gotta look out for our friends, even when the don't think they need it."

"Well at least ya picked one with wings, squirt..." Rainbow Dash said with a smirk on her face. "Even if he's terrible with them!"

"Hey!" I bristled.

"I'm just kiddin!" she dismissed, waving a hoof in the air. "Quickfire was on track to be a Wonderbolt, I'm impressed ya lasted that long. Yer just lucky I came along when I did." she winked.

"Thanks for that, Dash. Really. He was gonna nail me for sure." I felt my skinned arm as a reminder.

"That's the second time I've saved your tail, human. Don't you forget it!"

Rarity began hopping from side to side with an anxious face "Look, I'm thrilled that Mason and Scootaloo are true special someponies and all that, and I really am curious as to why my little sister didn't tell me...." she shot a glare at Sweetie Belle who stood next to her with a sheepish look under her big sister's scorn. "... but I'm cold, dirty and want to get back to Ponyville!"

"I'm with ya, sister!" Applejack chimed in. "I've had just about enough o this nonsense for a whole growing season. Let's get a move on!"

"Wait!" Twilight stopped us as we gathered to move towards the far door. She turned to the red box still standing on the pedestal. "This box contained The Element of Hate for centuries. It holds it's own horrible power all by itself... I can feel it. We can't just leave it here for somepony to find."

"Well I'm not touching that thing! Look at those garish colors!" Rarity turned her nose up at it.

"Me either!" Applejack added

"Oooo! Is there a pop up snake inside?!" Pinky Pie asked with genuine enthusiasm, giving a little hop.

"I don't think so, Pinky." Twilight chuckled at the irrepressible party pony. "I think this is what he was using to convert ponies to those shadow creatures that brought us here."

"Oh..." she shrank back disappointed.

"Yeah, who'd be crazy enough to walk around with that box in their hooves?" asked Rainbow Dash.

"Ahem!" a loud voice cleared it's throat in the dark and we all turned towards the source. Discord stepped into the light of the torches, looking thoroughly pleased with himself.

"Allow me the pleasure of taking that trinket off your hands. I know just what to do with it!" he smiled greedily, rubbing his two mismatched hands together.

"As if, Discord!" Applejack narrowed her eyes. "Why in Equestria would we let you take something like this?"

"Applejack.. please!" again he played the wounded victim. "How many times do I have to save your pony hides before you believe my intentions are well meaning?"

"Save our hides? SAVE OUR HIDES!?" she took a few menacing steps toward the lanky figure, lowering her head and widening her stance. "All you've ever dun is get us in a heap o trouble!"

Fluttershy jumped in front of the bristling farm pony. "Now Applejack... hear him out. If it wasn't for Discord, we would never have known what Quickfire was up to, isn't that right Twilight?" she looked to the Alicorn for help.

"She does have a point, AJ..." Twilight shrugged in agreement.

"And it was me who unlocked your cages!" he whined "Do you have any idea how hard it is to move lock tumblers when you're the size of a firefly?! Why... look at the state I'm in! I broke three talons on this arm alone." Pouting, Discord held out his clawed hand and studied it with despair.

"What do ya want with the thing, anyways?" Applejack backed down some, but not much. Her face was still a mask of apprehension.

"It would look lovely next to my souvenir Tatarus looking glass and chaos crystal shard on my mantle. You know I am quite the collector of odd things" he looked longingly at the box.

"Discord, you've been a good friend to us lately. Take the box..." Twilight changed her expression from kind to stern before adding "...and please don't make us regret it!"

"Oh thank you Twilight!" his features lit up in a sincere show of gratitude that I actually believed this time. "I can't wait to get it home!" he scooped up the box from the stand and held it lovingly in his arms. "This will make such a nice addition..." He vanished with an eager giggle.

"Can we puh-lease get out of here now!" Rarity was completely out of patience, looking with pleading eyes at Twilight.

"Yeah, lets go everypony!" The alicorn lead the way as we filed down the long flagstone isle, Pinkie Pie blowing out the torches behind us with a laugh as she bounced along.

________________________________________________

We walked for sometime through the darkened woods, Twilight and Rarity's horn lighting the way for us and keeping us on the narrow path through the underbrush. Apple Bloom had fallen asleep on her sister's back long ago and Sweetie Belle soon begged Rarity for the same treatment. Scootaloo, who was obviously in the same shape as her two friends, had tried to tough it out as long as she could but lagged behind, eventually sleepwalking into a tree with with a startled "Oof!"

We halted while she sat on the ground, rubbing her snout painfully and generally looking miserable. I moved to pick her up with the intention of carrying her but Twilight stopped me.

"I'll take her, Mason. I think ponies are better equipped to carry things on their back, anyways." she said warmly. She was correct, of course. I don't know how long I could have hiked with her weight in my arms.

Despite her groggy protests, Scoot allowed herself to be picked up with Twilight's magic and be placed comfortably between her wings, immediately resting her head against the soft dark blue hair of her mane, snoring softly moments later.

"Poor thing..." Fluttershy looked at Scootaloo with concern and sadness. "Her whole family..."

We resumed the march, only to stop after an uneventful time later when we arrived at a large clearing. It was a campsite who's rough shaped fire pit had been very recently used. A few bundles lay around nearby and several blankets were already laid out on the ground, as if it's last occupants left in a hurry leaving their belongings behind.

"Ah feel like ah just left this place..." Applejack said. "Thank Celestia all our stuff's still here" she moved to a thick quilt that had a few leaves and twigs on it next to the cold fire pit. After brushing the debris away, she gently slid Apple Bloom down and got her settled on the blanket to sleep.

"This is your guy's stuff?" I asked.

"Yessiree, We was just winding down ta go to sleep when we were set on by those... whatever ya call its"

"Mason, Dash... can you guys find us some firewood?" Scootaloo was gently plucked from Twilight's back as she asked us. "I'd like to get one going before we sleep again."

"Sure" I said moving to the camp's edge, happy to help out for once. Applejack stopped me before I got very far.

"Here, Ya'll are gonna need this." She rummaged in the bundle nearby, pulling out an old style lantern that she shook vigorously in her muzzle before trotting over to me. A handful of large fireflies sprung to life at the agitation, glowing bright and steady to cast a good amount of light to see with. I thanked her, then moved out into the brush with Rainbow Dash at my side. The pegasus spoke up once we were out of sight of the camp.

"So... That thing that happened back there with you and Scootaloo... pretty cool, huh?" I'd never known Dash to make small talk.

"Yeah, I guess. Don't really remember much of it." I admitted.

"Must really be into each other for that kinda thing to happen..." she trailed off, grabbing a suitable piece of wood with her muzzle and tucking it under her wing.

"Yep." I bent down, grabbing my own piece I had spied in the pale light of the lantern.

"Enough to have spent the night with her?" she asked nonchalantly. I finally got where this was going... I never claimed to be a smart man.

"Uh... Why are you asking?" I stopped, looking at the pegasus who was only a couple feet away from me at the edge of the lantern's glow. Her large eyes reflected the pale light back at me in twin globes that blinked curiously.

"Look, It's just that Scoots is like my little sister. I took her under my wing and I gotta at least know what she's up to these days. We don't spend as much time together as we used to... aaaannd that's probably my fault." Dash looked regretful at this. "But I want to know if she's... you know... doing that kind of stuff now. Just curious, that's all."

I blinked at Dash a few times, processing what she was saying. I guessed she meant well, but what a weird conversation to be having with the generally plucky and tomboyish pony. A thought occurred to me, a rare logical flash of brilliance in my personal opinion.

"What makes you think a human could even be with a pony like that?" I asked her, feeling suddenly giddy at cornering Rainbow Dash.

"Ha!" she surprised me by shrugging off the question with genuine amusement. "Mister, you were out cold long enough for Twilight to document every square inch of your body in her research books. You don't think she's showed us all a hundred times!?" she laughed. "And what's with that goofy knob at the top? It like a pasty white candle with a red tip!"

Damn. I felt my face burn red at her amused giggles while she continued to describe my junk. I opened my mouth to retort, but closed it again when I couldn't think of anything.

"Bah hahahaha! You should see your face! You look like a fish out of water!!" she smacked a hoof on forehead, eyes closed and a huge smile on her face. She got herself under control before continuing. "Don't get all worked up about it, human. What's the big deal, anyways? It's just a body part! Heck, colts and stallions walk around with theirs showing every time they get near a mare in heat and nopony cares... well not much, anyways."

"I'm.... What's your point?" I stammered. I was completely unable to think of a response other than this.

"My point is..." she came close, craning up so her eyes were inches from my own with a devious smile on her muzzle. "I wanna know if you and Scoots have done it yet..."

"Jesus!" I dropped the firewood that was in my hand, stepping back from her with surprise. "What is it with you ponies and sex?! It's like you all don't care about privacy!"

"What's the big deal!?" she threw a hoof in the air. "Don't you humans share the good things that happen to you? Jeeze, you act like it's a secret or something. Most ponies I know want to share when something incredible happens to them!" her eyes rolled in the lantern's light.

"Well... not really... I mean..." I was out of corners to hide in. "Shit Dash, it's not like I have a lot of experience elsewhere!" I blurted out, frustrated with the way the conversation was going.

"Aww..." her face scrunched up into a pinched ball of cute mockery. "Was she your first??" she said in a high, squealing voice.

I sighed, resigning myself to her line of questioning. I didn't want to make her mad by stonewalling it either. "Yes..." I tried to say with as much dignity as that single word admission would allow. "Yes she was...So what!"

"Ha!" She reared up and threw a chummy hoof around my neck this time. Standing on her hind legs, her head was even with mine. I could smell her scent now, a vibrant warm odor that wasn't offensive in the slightest. She socked her other front hoof into my gut with probably more force than she realized.

"Don't worry, human. You'll find out how we ponies work eventually. Is she talking about herding yet? You seem like a couple that would, what with all that business back there."

"Herding??" I asked. The term didn't mean anything to me at all.

"Yeah, herding! Don't tell me you don't do that either! What are you guys, some repressed society? No wonder you say your world sucks" she frowned at me.

"I don't even know what you're talking about!" I flung my hands up in frustration.

"Look, a mare's natural reaction to finding the one true special somepony in her life is to share it with her closest friends." she explained to me. Her tone was sisterly now, like she really thought this was important to explain properly.

"It's like having the most wonderful thing in your life happening and wanting your best friends to be right there with you for it. The squirt may be a little on the young side and they didn't teach that part in mating class when I took it. But it's just kinda something you know when the time is right. It's like it's instinct or something... maybe even magic. Everypony does it... or at least wishes they could. Sometimes even her friends know before she does!"

I thought about Scoot's idea with Apple Bloom and Sweetie Belle. If what Dash was saying is true, then stuff like that must happen all the time. But it didn't remove the nagging feeling I had about the whole group finding out. What would Applejack say? Or Rarity for that matter? How would they treat me if they found out I'd messed around with their little sisters?

"Huh..." Dash studied me and then renewed her excitement. "That look on your face tells me everything! Lemmi guess... it's Apple Bloom and Sweetie Belle, isn't it? They're inseparable! I can't imagine Scoot choosing anypony else! Has it happened yet? Who brought it up first?"

Dash was all over the situation like she could read my mind. "No! I haven't touched em!" I backed away, putting my hands up innocently. I hoped Sweetie's horn didn't count.

"Hey, don't get all defensive on me now! I think it's awesome! I'm so happy the little dodo's finally growing up! I mean... getting the herding urge with your first is a major deal! It's like finding out you won the Equestria Games of love on your first event!"

"Hey ya'll! Ya get lost out there!" came Applejack's voice drifting in from camp. I realized then that Dash and I had been talking this whole time and not gathering wood. I bent over and began gathering what I could find in a hurry.

"Scootaloo wants Apple Bloom and Sweetie Belle to... well, You know... " I confessed to her, finding it easier to admit when I wasn't looking at her inquisitive, excited face. "I think Apple Bloom brought it up first."

"Ha! I knew it! Way to go Scoot... and way to go Mason! Apple Bloom eh? I wouldn't have thought that..." she bent down to gather her own now, apparently content with her answers.

As we walked back together each with a good bundle for the night's fire, I still had so many questions about the subject that I was desperate to know. Stallions are always cool with this? What about the families of everypony involved? What if the stallion doesn't like his special somepony's friends? Doesn't anypony get jealous? The questions just kept forming in my mind as I thought about it.

It struck me to ask her something suddenly. "Dash... don't say anything, please? Call me a stupid human if you want... but I just need some more time to figure this out before everypony knows, alright... Please?"

Dash, without breaking stride next to me, gave a small hop to plant a quick, wet lick against my cheek. Then she smiled and said "You're cute, you know that? I'm gonna call you a stupid human regardless."

"Dash!" I pleaded with her for an answer. But she just turned her flank to me and walked briskly into camp with her firewood, swishing her tail the whole time.

Chapter 26

A cold, damp wind shivered me awake with an unpleasant and jarring suddenness. Pale, bright light filtered through my eyelids and removed any chance of me going back to sleep now that I was aware of it while a deep chill seeped into me from the hard, wet surface I was laying on. There was no source of warmth or comfort to be found here. Irritated by the situation, I opened my eyes.

I blinked into the unbroken view of a low grey sky that filled my vision with it's dull diffuse light. The clouds that hung above me were gray and heavy, pregnant with rain as they slid by overhead. Again came the shivering wind, stiff and murmuring of a winter either not far away or not far behind. I sat up and felt my sanity begin to fall apart.

I was laying in the deserted field of my school, still dressed in the shorts and light T-shirt of my PE clothes. I was... home?

I reeled, hugging myself and rocking forward not from the chill that penetrated my bones but from the overwhelming sense of loss that washed over me. Scootaloo, my wings, flying, Equestria... all of it. Gone. I envisioned it with a painful, sweet clarity that contrasted with the dull washed out environment I was in now. It was like someone had turned the color settings down on the TV of my eyeballs, casting a dead and uninteresting pallor over everything. Even the carefully manicured wet grass that soaked my butt was uninviting and drab.

A dream? It couldn't have been. It was so real... so there.

"Mason! Get your butt into the locker room! You want a pink slip for missing class?!" I heard a voice say from some distance.

My head felt thick and heavy as I turned to see Mr. Phelps, the phys ed teacher, standing at the back of the gym holding the door open to the locker room. That stupid fucking whistle of his around his neck rested against the light blue jumpsuit he always wore. Another pang of loss and grief stabbed me... it was the same color of Rainbow Dash's coat, or would have been if the colors here were right.

On legs that felt like two sticks of butter, I rose and slowly walked towards the gym door that now was closing behind him. I was shivering violently from the cold and also the sense of loss of the world I'd come to be a part of... and the part of me that I'd given to Scootaloo. Tears sprang into my eyes, blurring the drab scene of the tan track and dark brick building beyond that housed the gym. I felt as if the whole warm center of my soul was ripped out of me, leaving an empty, hollow shell that wept for what it had lost and moaned with the wind that seemed to blow right into my heart.

I moved mindlessly, seeing but not registering like a zombie staring straight ahead. My only thoughts were of her face, her smell... her love for me that had made me feel complete. It was all just a fantasy that my brain had concocted in a cruel trick of chemicals and electrical impulses. But how could I feel this much pain from a dream? I'd had intense dreams before... but nothing that had left me with this much despair over leaving it.

The smell of the locker room hit my nose when I opened the door. The stench of sweat and funk from countless lockers filled with high school boy gym shorts and shirts layered on top of the acrid tone of bleach stung my nostrils in a painfully real way. I moved out of ritualistic habit down the rows of faded red metal lockers, stacked three high next to long metal benches. My legs knew when to turn, carrying me to my locker that I stared at it blankly, unwilling to interact with this empty world and finalize it's reality. The red paint that had been applied an untold number of years ago was faded away with the repeated scrubbing to a pastel pink color... Pinkie Pie pink.

Oh god, I wasn't going to be able to do it. I couldn't live here... this couldn't be my life anymore. Not after what I had experienced in that dream. I had become someone else, something else. I had felt good about who I was and the things I did that this version of me here could never aspire to do. I'd had friends who cared about me, and a girl who loved me with every inch of her wonderful, vibrant being. Could dreams continue when you weren't there? Would she wake up to find me gone suddenly and feel the same crushing loss that I was now?

I stood motionless in front of the stack of lockers that I knew had mine in it, vacantly staring at the raised metal letters of the manufacturer on the locker door had been scrubbed free of paint long ago. They stood out in bright silver contrast to the faded background of the pinkish paint around it, blurring and clearing repeatedly as I blinked away the tears that continued to well up and spill over my cheeks.

"Luna Industries, LLC"

____________________________________________________

I didn't remember changing or even walking to my next class. I only became aware of myself seated at my desk, staring forward at the back of the girl's head in front of me while Mrs Baily ran over the equations in today's math lesson. I couldn't remember the girls name, but it didn't matter. Her hair was dyed a very dark blue and had a bright purple-ish stripe down one side that flowed to her mid back.

That stripe was the only thing in the classroom that seemed alive with color. The brown walls with calculus symbols printed out and hung up like anyone actually gave a shit about learning them were washed out, dingy looking. The color was there... but then again it wasn't. Overhead the florescent lights buzzed their one note song in a wash of sickly fake light that only accentuated the dreary, sterile room's interior. Even the other students seemed to be missing the color and life force that another being should have, faded and barely there like a copy of a copy of a copy.

But that stripe was alive. It was vibrant in the way I remembered the world of my dream was. It captured my attention and I struggled to move my eyes away from it.

My book sat unopened and uncared about. No paper or pen had materialized from my backpack. I was never more uninterested in being somewhere than I was right now. Dreams were supposed to fade quickly after waking... weren't they?

"... we can also define fractional exponents in terms of a root." her arm swooped across the chalkboard drawing esoteric symbols that meant nothing to me. She continued drawing wordlessly and at some point... what she was drawing had changed.

When her hand moved away I saw that she had drawn a diamond shape followed by an outline of an apple. Next a butterfly... and then a lightening bolt. My eyes registered this and I swam in a delirious rush of knowledge . They looked familiar, resonating with the yearning inside to return to that dream world so much that I cried out a wordless bark of desperate recognition. The class turned to me in unison. The weight of their combined eyes in the silence that followed bore into me with crushing force.

"Mason, is something wrong?" Mrs Baily asked with annoyance. She was probably in her late 40's, maybe 50's and had so many cats that I could see the hair on her lifeless green dress from here.

"Why did you draw those! How do you know those symbols!" I stood up, breathless and pointing to the chalkboard in a frantic need for answers.

"What do you mean? They are the basic equations of the problem you are to be solving, Mason. Not disturbing my class as you are right now." she scowled.

"No they..." I looked again. There were no apples on the chalkboard... no lightening bolts or diamonds. Just simple roots, integers and exponents in a long string outlying an equation that sought a resolution. It mocked me with it's complexity.

Snickers came from a few of my fellow classmates followed by some low utterances of "Freak" and "Loser". I was losing my mind, quickly and surely given how I felt at that moment. I couldn't stand it any longer. I didn't care about this place, this school or even my life. My entire being was centered on wanting to return to that world and the ponies that loved me. This place didn't feel right, it didn't feel whole... like it was a bad facade of what it should be. I didn't know where to go, but I couldn't stay here one second longer.

I ran from the room, leaving the yells of protest from Mrs Baily behind to echo down the tiled hallway behind me. My empty foot steps clattered noisily as I ran past door after door, seeing them through watery eyes again. Scootaloo's smiling face hovered before my eyes and spurned me on to find a release from this world, be it death or a doorway back.

I turned the corner at the end of the hall and ran down the wide steps to the first floor two at a time, tripping on the last set and sprawling out painfully, my elbows squealing like basket ball shoes on a court against the hard white tile floor. Scrambling to my feet, I took off again without looking and ran straight into someone who didn't move at the impact. I was thrown again, this time backwards and landed painfully on my ass.

Looking up to see who I had run into, I shrank back in confused horror.

It wasn't a person at all. It was a patchwork colored wall of pastel colors that vibrated and shimmered with it's own internal life. Purples, Oranges, Pinks, Whites, Yellows and Light Blues all claimed various sections in a random pattern, meshing together to form a solid panel of color that blocked out anything behind it. It stretched as far as I could see in either direction down the hallway to my left and right, cutting me off from the exit beyond. I couldn't make sense of it. My mind swirled in confusion as I watched the entire surface ripple and wave before me with some unseen disturbance. Then the voices started...

"Who do ya think you are?" a voice with a southern accent accused.

"I've a right mind to call the authorities!" another said with a debutant flair.

"We trusted you..." a third said, heavy with hurt and disappointment.

More and more voices added their statements in an increasing cacophony of accusations and vitriol that I sensed...no knew was aimed at me. The things they said hurt me on a level that I couldn't describe. It was like every word chipped away at the peace and serenity of that dream world's potential, removing it further from my grasp. My hands clamped over my ears against the deafening noise, aware now that I was screaming.

"...son. MASON!" a voice rang though the noise, pulling my awareness down and away from the scene before me.

I was sitting up, covered in sweat and shaking on the blanket that I shared with Scootaloo at the camp we had made in the Everfree forest. Twilight Sparkle was standing in front of me with wide, anxious eyes. The sight of her snapped me out of it, my head jerked over to see Scootaloo curled up peacefully asleep inches away. Relief washed over me so powerful that I gave a gasping cough of a sob. Lunging forward, I wrapped my arms around Twilight's neck tightly, pushing my face into the cascade of her mane.

"Twilight... You're here..." I breathed into her neck. The feel of her coat and mane against my skin was real and alive. Her scent that reminded me of lavender and scented candles filled my nose with wonderful affirmation that everything was alright.

"Yeah... uh.. where else would I be?" she asked in bemusement, giving me a brief hug in return with a hoof. "Looks like somepony got a serious visit from Luna"

I let her go and turned towards Scootaloo. I didn't want to wake her, but gently placed a loving kiss on her sleeping cheek, stroking her mane briefly. She stirred, giving a sleepy 'mmph' and nestled against my hip tighter

"It was horrible, Twilight. I was suddenly back in the human world. Losing you guys... losing Scootaloo was driving me insane." I said quietly. "I... don't think I can go home now, even if I could."

Her face relaxed in a caring smile. "You are home, Mason. Try and get some sleep." she stayed a moment longer while I settled back down and then returned to her own bedding, leaving me to curl up with Scootaloo, her back pressed into my chest tightly.

The dream had already begun to lose it's power, but the ending stayed with me long after the morning had come.

Chapter 27

I felt hooves prodding me awake from the dreamless sleep I had fallen into after the nightmare earlier. It was a cat-like kneading that poked gently into my side in two spots. I didn't open my eyes, I only continued to lay on my stomach and smiled at being woken up by the best imaginable source I could ever hope for.

"You are awake... you big faker" she whispered to me. Her voice had a smile that I could hear.

My eyes opened and looked into the face of a smiling Scootaloo. She was laying on her side facing me on the blanket we shared. Sunlight filtered through the overhead canopy, dappling her with tiny brilliant points of light that lit her orange coat on fire wherever they struck. Her eyes glowed with the morning brilliance that reflected my own face back at me broken only by a few errant strands of her purple mane that were just long enough to reach down that far from her head. I had never seen anything so beautiful.

"Hey..." I said, wrapping my arms around her and pulling her tight. She was so warm and soft against me compared to the hard surface under the blanket. It felt amazing to have her in my arms.

"Hey..." she mimicked back before she kissed me tenderly. "I had the craziest dream..." she started.

Her words brought back memories, some vauge... some were still crystal clear. The accusations... the voices. In the briefest of moments I knew who's voices they were now. They were of Applejack, Rarity, Twilight and the others. Another shiver of revulsion at the thought of their statements ran through me before I dismissed them, secure in the knowledge that they were just a dream.

"Don't get me started... I'm surprised I didn't wake you up."

"Nah... once I'm asleep, a dragon could walk over me and I wouldn't know it." she shook her head slightly. "But I'm glad you were here when I woke up. In my dream... you weren't." the faintest shimmer of sadness passed over her features like a shadow.

"Yeah... me too. That's kinda what my dream was like."

"Bucking Luna... she did that on purpose." she gave a quiet giggle. "I'm gonna have Twilight tell her to knock it off!"

"Have her do it twice, one for me too. That was horrible..." I stroked her side, running my hand up under the small wing there to rest against the hard knob where it joined her back.

"Yeah..." she agreed.

We stayed that way for a few moments until we heard stirrings from inside the camp. Reluctantly moving away from her warmth, I rose to go find a place to heed natures call. By the time I got back, the camp was already being broke down. Scootaloo and I helped roll up the blankets while Rarity and Twilight hoisted the small packs onto each pony's back for the trip.

"How long is it to Ponyville, Twilight?" I asked, completely lost and disoriented.

"We should get back near sunset. But it's an easy walk from here." she answered without looking up from her bag she was closing.

"I hate walking..." Sweetie Belle grumbled from her sister's side. Her eyes were still puffy and she looked bedraggled. I pegged her as a non-morning type.

"Oh nonsense, Sweetie Belle." Rarity scoffed. You're too old now to be complaining about a simple walk. And brush your mane, you look a mess!" Sweetie's only response to this was to look sideways at her big sister with a pouting frown.

"Come on! It'll be fun!" Pinkie Pie cheered. She was already vibrating with energy even after just waking up with a big, bright smile. "We can sing all the way back to Ponyville!!" she gave a happy bounce and a laugh that angered several birds in the nearby trees.

I saw Applejack struggling with trying to settle both the injured Apple Bloom and her bag at the same time on her back. She was still mending from the severe beating she took from Whipwind and even though she tried her best to hide it, I could tell she was still in pain. Moving up behind her, Apple Bloom's eyes watched me.

"Hey..." I reached out and put a hand on Applejack's neck. She turned and gave me a quick look before turning away again.

"I'm fine... Go on..."

"Knock it off. You don't need to take the bag too, I got it." I reached out and began to unhook the strap that held it around her midsection. She tensed up to pull away and then thought better of it, relaxing enough to let me work the buckle. I leaned over to slide the strap from under Apple Bloom who was sitting backwards with the tattered cast sticking out. In the brief moment where my face was inches from hers, I felt a quick wet kiss on my cheek.

"Thanks" Apple Bloom whispered in my ear.

I paused for a moment, considering her behavior before continuing. "Sure..." I said simply enough. Her cheeks were fiery red and she looked away when my eyes met hers.

The tan leathery bag was weighty and about the size of a large backpack filled with school books. It rattled and clanked as I looked for a way to secure it to me so I wouldn't have to hold it in my arms. Finally, I slung the strap around my chest in a diagonal stripe and hooked the two ends together, pulling it tight. It confined my wings, but otherwise was comfortable.

"Alright, is everypony ready?!" Twilight called out. She seemed happy and excited herself now that things were moving.

"READY!" the entire party sounded off as one minus my own voice. I must have missed the memo on unison replies in Equestria.

________________________________________________________

There once was a pony who stayed in bed!

He never left the house and his mother fed him bread!

As the moon went down and the sun came up!

85 days to the Equestria cup!

There once was a pony who stayed in bed!

He never left the house and his mother fed him bread!

As the moon went down and the sun came up!

84 days to the Equestria cup!

"Pinky..."

There once was a pony who stayed in bed!

He never left the house and his mother fed him bread!

As the moon went down and the sun came up!

83 days to the Equestria cup!

"PINKIE!!!!" Rainbow Dash yelled above the singing pony's high squeaky voice.

She had been belting out this song with an insipid repeating melody for some time now. Scootaloo, Sweetie Belle and Apple Bloom had dropped off after the first 3 stanzas in boredom.

"Aww... There's 82 more verses to go!" Pinkie whined.

"No!" Applejack chimed in. "Can't ya think think a somethin' else ta sing?"

"But I already sang all my party songs... and made up a bunch too!"

This was true. Pinkie Pie had been singing almost non stop since we left the camp. Her high, cheery voice carrying out into the trees around us, filling the forest with her happy renditions.

"Then how about ya give it a rest for a bit... wouldn't want ya to hurt yer voice, right?" Applejack tried to ask this without sounding rude.

Pinkie gave an exasperated groan of acceptance. "Fine... doesn't anypony else know some songs?"

No offers came from the group immediately and in the silence that followed, Sweetie Belle's small voice spoke up shyly from her place in the group beside Scootaloo.

"I know one..." she said timidly.

"Oh Sweetie Belle, that would be lovely! Why don't you sing us something?" Rarity encouraged.

"I... don't know if it's going to be very good..." she looked nervous.

"Come on! Sing it!" Scootaloo bumped her flank against her friend, egging her on.

A smattering of support came from the group to hear the song as well. Eventually, Sweetie Bell closed her eyes and took a couple deep breaths. When her voice came again, it was like a different pony had replaced her. Strong and confidant, the timber of her voice rang out in perfect pitch and melody. It's high, smooth angelic quality immediately seized not only myself, but the others as well. It was a beautiful and uplifting song that touched a nerve in my very core.

Oh when the darkness comes and the night is long

And you feel like you're alone

If you can't see the stars and you're far from home

Don't forget to sing this song.

Scootaloo added her harmony to the tune now.

You can sing it soft or you can sing it proud

You can sing it in the trees

It doesn't matter where your hooves may be

Even soaring in the clouds.

Now the others lifted their voices as well, weaving together in a stunning harmony that sent goosebumps up my arms.

But with friends... It's always better

Because you know you're not alone

You can hear the music in us all as one

And think of us when you're far from home.

There is no darkness, there's no shadow

That can take that all away

It lives inside your heart and it keeps you warm

When the days are cold and gray.

The others dropped off. Sweetie Belle's pure voice sang alone and beautiful on the last verse.

I will remember you forever

and I will keep the song alive

No matter what the days may bring us

Our friendship's music will survive.

I had to wipe my eyes. I don't think I'd ever heard anything so beautiful before and my whole view Sweetie Belle had changed during that song. She had always been just a shy, timid filly to me but now I saw her as a young pony who had an incredible talent just underneath the surface that showed just how mature and strong she could be.

"Sweetie... that was amazing." I told her. "You're really good at that..."

"Thanks." she said. Her voice was small and timid again, looking down at her hooves.

"I keep tellin her she needs ta sing more, but she get's all weird about it!" Apple Bloom threw a hoof up in frustration.

"I think Sweetie Belle will get over that one day..." Twilight gave a knowing smile to younger unicorn. She didn't see it though... her cheeks burned red as she continued to watch her hooves march forward.

__________________________________________________________________

The sun was barely touching the horizon when Fluttershy's grassy house came into view. The very late afternoon sun struck the tiers and windows at a low angle, casting a long shadow on the lee side. I was tired and sore. The march had been easy, but had continued for long hours, stopping only twice for a quick meal of apple chips and dried berries that Fluttershy had produced from her bag.

Scootaloo and Sweetie Belle walked beside me most of the journey though the deep green forest. They chatted aimlessly about random things with Apple Bloom throwing her two cents in from her sister's back whenever she felt the need.

"How much longer are you gonna be stuck with that thing?" Scootaloo had asked her.

"I dunno... Sis?" She turned her head to the side, addressing the larger farm pony.

"Tell ya what, I plum fergot myself. I gotta head into tha doc tomorrow ta get my checkup. I'll ask him then."

Apple Bloom picked at the dirty cast. "It's gross..."

"Your leg is gonna be all green and slimy when it comes off!" Scootaloo joked. Sweetie Belle and her shared a laugh.

"Shut up! No it's not!" Apple Bloom cried out. "I'm gonna kick both yer tails with it, first thing I do!"

"Simmer down, girls!" Applejack piped up. "I don't need a wrestlin match goin on back there." She was firm, but smiling while she said it.

Rainbow Dash dropped back next to me while the three friends continued unabated. She gave me an appraising look before she said "Soooo.. when ya wanna start flying lessons?"

"You think I'm ready?"

"Well... We'll have to start at the basics. You're pretty rough around the edges but I think I can get ya whipped into shape."

"Whenever you want to start, I guess. It's not like I have any plans." I shrugged.

"First we're gonna get those wings strengthened up. You're gonna have to get used to carrying around lots of extra weight, ya know." she gave me a knowing wink that flew right over my head.

"What do you mean?" I looked at my stomach. I'd actually put on a lot of muscle since I'd gotten here. My arms and shoulders felt thick and solid from the work I'd been doing around the farm.

"Not there..." she snickered. "Stupid human..."

"Well then what?" I asked.

"Duh... You're gonna have to be able to fly her too...." she nodded her blue head towards Scootaloo who was deep in argument with Sweetie Belle about something.

"Huh?" I didn't get where she was going with this.

"The squirt loves to fly, but....." she trailed off, her eyes giving me a meaningful stare.

It finally clicked. "Oh..." I was taken aback by Dash's surprising thoughtfulness.

"Yeah, so getting you up to where you can carry that much on your back is where we should start. Plus that will help your speed and agility too." she added in a knowledgeable tone.

"What about speed, Dash? Are you gonna teach Mason how to fly?" Scootaloo jumped into the discussion.

"Yep! Pretty soon he'll be zooming around like a natural when I'm done with him!" she boasted.

"Yeah!" she said, giving her own small wings a buzz. I hoped she wasn't feeling bad about them.

Fluttershy and Rainbow Dash left us at the edge of the woods near the grass hut. A small white rabbit had appeared, running to Fluttershy and jumping on her head between her ears, gathering her pink mane in a hug.

"Angel Bunny!" Fluttershy had cried out in joy.

Dash took to the sky and was soon lost from view, giving Scoot a departing hug before she did. Rarity, Sweetie Belle, Pinkie Pie and Twilight broke off at the northern path before the river crossing to Sweet Apple Acres just as the stars were winking into view in the blackening sky overhead.

We said our goodbyes and shared a round of hugs in the gathering night. The warm smells of fresh growing grass and earth filled the air while sporadic blinks of fireflies appeared all around us. I felt an incredible sense of happiness just then and watching them walk away before turning towards the path that would take us home with Scootaloo by my side... I knew that waking up in Equestra had been the best thing to happen in my life.

A new life that I was just starting.

Author's Note

This ends the first book.

Keep an eye out for part 2 "Living in Equestria" to be started very soon. Mason's adventures are just beginning!

Thank you all for your support and encouragement. I'm flattered by the response my writing has received and look forward to seeing you all in the next title.

Chapter 1

It was a raw, gray and wet day out on the track. Little splashes of rain pecked up from under the sneakers of my classmates as they ran by me for the fourth time around the quarter mile track behind my school. The wind, bitingly cold with promises of a nearby winter, blew over my bare legs and caused me to shiver while I walked with my arms wrapped around myself to keep warm. I hated running... I hated being told to run.

I wasn’t good at sports, I really wasn’t good at anything other than video games to be honest. It was my senior year in high school, and I had spent all of it as a loser as far as I was concerned. I had no friends, my car was a piece of junk, my parents were making me work a part time job now that I was eighteen and despite being obsessively preoccupied with the girls around me... I had never as much as held hands with one.

The rest of the class had finished their mile and were milling about the door on the wet brick building ahead that would take them back into the locker room. I still had two laps to go, plodding my miserable way around in the cold, flat light of the morning when something caught my eye on the far side of the track.

The last thing I remember before waking up in Equestria was walking towards a strange glow that was shining out of the equipment shed on the school’s now deserted sports field, the PE instructor long ago learning not to wait up for me to finish. I had walked towards the door, opened it and then felt like I'd been yanked forward...

Then there was nothing.

____________________________________________________

“What do ya think it is?” a voice asked behind me and to the right of my closed eyes. This was the first thing my brain recorded after.. whatever happened, happened.

“I dunno.. but it sure has funny looking hooves!” another voice responded to my left.

As I swam into consciousness, the first thing I noticed was that I was laying down with a hard surface under my back. I was also aware that I had no clothes on and a clean warm air was touching me everywhere, tickling the hair on my legs and torso. My head was thick, cloudy and wrapped in goo as if I'd just woken up from a deep sleep and I didn’t want to accept that I was awake at the moment, however the fact that I had no idea where I was, what was happening or who was near me was making it hard to sit still as my heart began to speed up with fear.

“He’s got no hair either.. well not much anyways” A third voice said at my feet. The voices were girlish sounding, high pitched and youthful.

“Now how do ya suppose it’s a he, Scootaloo?” the voice behind me to my right asked.

“Duh, Apple Bloom, can’t you tell by it's...” the voice whispered something that I couldn't make out. A quiet giggle came from the voices.

“Well mah brothers don’t look like that so how was I supposed ta know!” The voice named Apple Bloom finally said after their giggles subsided.

“Touch it and see if it’s alive” The second voice said in trepidation. Then excitedly as if suddenly coming up with a great idea “If it’s hurt then maybe we can earn our cutie marks by saving its life!”

“CUTIE MARK CRUSADERS LIFE SAVERS YAY!!!!”

The loud and sudden cry jolted me out of my false sleep and caused me to sit up in shock, my eyes flew open wide and I took in my surroundings quickly. I was in a small wooden room, so small that I doubt I would be able to stand upright under the flat ceiling. The room was crudely built and sparely furnished with a low wooden table and a crate of some kind. Open windows to either side of me let in the smell of pleasant things like apples, hay and fresh cut wood on the bright light that streamed in from outside.

Staring at me with big, fearful eyes huddled together in a tight trio against the wall were small horse looking things, a white one , a yellow one with a bow in its mane, and an orange one. I stared at them blankly while my brain tried frantically to categorize them into some type of animal I knew. The nearest it could come up with were small ponies, but with almost human features and expressions. This should have been disconcerting and creepy given the portions ... but it wasn't.

The only jarring thing about the little group was the extra features that two of them possessed on their bodies. The white one had a horn on it's forehead, giving it the appearance of a small unicorn and the orange one possessed a small set of wings on it's back... although they looked stunted and much too small for her body. The last, aside from the ridiculously sized red bow on her head, looked otherwise normal… for a talking, big eyed and disarmingly cute small pony.

I fought the urge to panic. Nothing made sense to me right now, but at the same time I didn't feel a sense of danger. They had an almost reassuring effect on me somehow, regardless if they had no place existing as they did. I'd also began to feel a strange hazy, fuzzy comforting warmth, like I'd had a couple of beers and was getting to that zone when you felt like everything was A-OK.

“It’s awake” the orange one said quietly out of the corner of its muzzle.

“Do you think it can talk?” the white one squeaked.

“Do you think it can hear us?” the yellow one with the bow whispered.

“Uuh..” was all I could manage. My brain had locked up from trying to process what was happening.

“AHHHH!” All three screamed in unison. Their volume hurt my ears terribly and my hands flew up to cover them automatically.

“Oww..” I said in a small voice. I don’t know what these things are, but they reminded me of the gaggle of girls that would roam the hall in eighth grade.

“It can hear us!” the white one said. “Are you ok? What are you? Are you hurt? Why do you have no hair?” it asked in rapid fire succession.

A look of intense curiosity had replaced the fearful expression in the large eyes on all three of them. They moved forward a step, examining me with a thorough inspection and I became painfully aware that I was naked, my junk sitting on display for all to see. My hands left my ears to cover myself between my legs.

“Where am I...” was all I could say. They had now moved directly in front of me and the orange one reached out with a front hoof and poked my foot.

“Don’t know where you are? How can anypony just wake up and not know where they are?” it said with a tone of disbelief, looking at the other two.

“I just... don’t.” I said. “I remember going to the shed on the field at school and next thing I know I’m here. Talking to... you?”

“Well you didn’t answer me!” the white one said impatiently, hopping up and down a bit. It took in a deep breath and rapid fired “WhatareyouWhydoyouhavenohairandareyouahe?!” it said loudly.

In spite of my current situation, I had to smile at the thing. It was probably the cutest thing I had ever seen in its curiosity and agitation. I don't know why, but somehow I knew that there was nothing to fear from it or any of the other beings in here with me.

“I’m a human, we have hair, and yes I’m a he” I said. Again, that two beer acceptance of everything washed over me. I would have been alarmed... had I not felt so good about it.

“See,” the orange one said, poking the yellow one with a hoof and smiling self satisfied. “Told ya.”

“What in tarnation is a hu-man?” the yellow one asked with a confused look on its face, her head cocking to one side. “Did you come from the Everfree forrest?”

“Uh... No... I’m just a human. Everyone is human... at least, they’re supposed to be. I don’t know what you are either” I said. “Because where I come from, Horse-pony things aren’t supposed to talk”.

“Well now that’s just crazy!” the yellowish one said. “Every pony knows how to talk by the time they're two!!”

“I uh… “I stammered. I was feeling awkward, naked, and completely at a loss for what to say next. These ponies seemed not the least bit concerned about the situation. “Do... do you have names?” I said, thinking that it was at least a starting point to figuring out what the hell was going on.

“Why sure!” the yellow one said. “I’m Apple Bloom!”

“I’m Sweetie Belle” said the white one.

“And I’m Scootaloo!” The orange one finished “And together we are…..”

“THE CUTIE MARK CRUSADERS!!!” the three said in loud unison again, their muzzles pointed to the sky with cheer and enthusiasm.

“What’s a cutie mark?” I asked, feeling awkward.

“You don’t know what a cutie mark is?” Sweetie Belle said. A look of disbelief passed between all three of them.

“No... Look..." I gave a sigh of frustration. "Are there some clothes I can put on? I’d rather not sit here like this.”

Warm fuzzy feeling or not, sitting here like this was starting to bother me.

“Clothes? Like a cape? Or a suit?? Are you going to a dance?” Sweetie Belle said. “Cause my big sister is THE BEST at making fancy clothes!”

“Just something to cover my… bottom up with would be a great start.” I replied.

“Cover your bottom?” Apple Bloom said. She had a sudden look of understanding on her face and she moved around to my side to examine my upper thigh and butt that was pressed against the hard wooden floor.

“Hey.. ya don’t have a cutie mark either!” She said with an excited tone. “You wanna join our club?” She asked looking at me with an excited expression. Sitting down as I was, she was above eye level with me.

“Apple Bloom” Sweetie Belle said in a warning tone. “We don’t even know what a hu-man is… maybe we should talk about this first?”

“What do you mean! He’s a blank flank like us!”

“But we don’t even know his name..” Sweetie Belle countered.

“Oh yeah… Say, we told ya our names now what’s yours?” Apple Bloom turned to ask.

Suddenly I was myself again. Shy, unsure, and reluctant to say my name. “Mason” I said. Hating the way my name sounds.

“Mason?” Apple Bloom repeated. “Are you a good pony with bricks? ‘Cause whoo-ee we need help at the farm with our silo!”

“No… I… I don’t know. I just don’t want to sit here naked anymore!” I said urgently, losing my paitence. “Can you please find me something to wear?”

That soothing sensation of being slightly buzzed came again, washing over me and calming my reactions. I really should be freaking out right now, but I just couldn't seem to be bothered with an emotion like fear...

“Why?” Scootaloo said. “Us ponies sit around in our hair all the time!”

“It’s different for humans” I felt a blush rising as the conversation finally turned to the heart of my embarrassment. “We usually cover ourselves... especially down there!”

The three ponies looked at each other before Apple Bloom turned and looked at me with a slightly unsure look on her face. “Well you’re supposed ta keep that put away if’n ya ain't usin it ta go to the bathroom with” she said. “It’s what polite ponies do anyways”

I sat mute for a moment, processing what she was telling me. I’d spent little time around horses and I had to think through the mechanical process of how that part of a stallion worked before understanding what she was saying.

“It… It doesn’t work like that for humans” was the best I could come up with.

“Wha? What do you mean” Apple Bloom said.

“I mean, I can’t just put it away. It’s just there” I said, getting very tired of this situation. Strange buzzed feeling or not, I was getting uncomfortable.

“How can that be, is it broken or something?” She continued to question innocently. All three now had moved their eyes to my crotch where my hands felt very inadequate. No one except my mother had ever seen my dick before, and having these three take an interest was making me feel uncomfortable to say the least.

As much as I'd hinted, it was clear that simply asking for some clothes and being general about it wasn’t working. Given no other way of handling it that I could think of, I sucked in a breath and got to my knees while removing my hands from their protective posture, letting my junk hang free.

“See?! It’s just there, now will you please get me something to cover up with!” I said in exasperation.

The reaction of the ponies was exactly what I was hoping for… and also the last thing I was expecting.

“Woah!” they said in unison. All three were now fixated on my crotch with a blush appearing on their faces. I didn’t know that blushing through fur like that was possible… but this morning when I woke up, I wouldn't think talking ponies was possible either.

Sweetie Bell and Apple Bloom both looked away after a few seconds with embarrassment. Scootaloo, however, seemed intrigued.

“It looks different now that you’re not lying down” she said, genuinely curious.

“Mah brother’s don’t look like that… and it’s bigger” said Apple Bloom, looking at the floor.

“It’s weird now that I know what it is...” squeaked Sweetie Bell next to Apple Bloom.

“So can I now please have some clothes?” I asked exasperated.

Nothing happened for a silent moment. I looked at them and they at me. A determined and brave expression fixed on Scootaloo's face and she stuck her tongue out in concentration, reaching out her front right hoof slowly. Then, with a quick swipe, she batted the end of my penis like a cat playing with a toy.

The three of them burst out laughing.

“Oh my word!” Apple Bloom laughed. “I can’t believe you touched it Scoots!”

“It was warm!” Scootaloo said between giggles.

“You touched it!” Sweetie Belle gasped, hugging Apple Bloom for support through her laughter.

I was reaching the end of my patience. Clearly I wasn’t offending them by being naked and since they weren’t giving the appearance of helping me any time soon, I decided that I should start looking on my own.

I moved on my knees to the closed door and flung it open. The scene beyond was something out of an old timey picture I’d seen on TV or something. A field was beyond the door with a few green trees and lush grass. A wooden stairway lead from the door down two flights to the ground below and my earlier suspicions of a tree house were confirmed.

I also noticed that when I went outside, the mild loopy feeling I had increased dramatically. My head swam and I felt drunk from the sensation. Waves of happy, giddy emotions flooded my senses from somewhere like the simple act of breathing was enough to absorb whatever it was causing it into my body. Clouded and dumb by the feeling, I began to work my way through the doorway when I felt multiple sets of hooves and legs trying to stop me.

“Wait!” one of them said behind me. “No, come back… we’re sorry”

I considered my options briefly with all the fuzzy attention I could manage and realized I had no where to go anyways. I let myself be pulled back into the tree house and sat with a spinning head in front of my captors... well at least they were cute captors, I thought with a giddy smile.

Apple Bloom stepped forward. “We’re sorry Mason, we just never saw one of those before. Ponies ‘round here keep theirs tucked away unless they’re going to tha bathroom." she looked around to her friends. "Wait here and we’ll go find you somethin', OK?” Apple Bloom looked to Sweetie Belle. “We’ll go see Rarity, she can make clothes for anypony!”

“Yeah!” Sweetie Belle chimed in. “Let me take some measurements first!”

“CUTIE MARK CRUSADERS TAILORS!” all three shouted in unison again.

What followed was a brief moment of ponies all over me, laying their forelegs against my legs and torso, counting off random numbers to each other in a seemingly haphazard fashion. It wasn’t unpleasant at all. The ponies were soft and warm and their fur was clean and fragrant, smelling of apples, and a tint of sweat or body odor that wasn't offensive.

On more than one occasion, I could see that yes... they were most definitely girls as their tails whipped back and forth as they moved around me. Being the teenage boy that I am and feeling pretty much peachy keen with life by whatever was clouding my brain, I couldn’t help but take a few good looks. During the scrum, I also felt several rubs and pokes at my dick again... more than was necessary I'm sure.

“Alright! We’re off!” Sweetie Belle declared

“You guys go on ahead” Scootaloo added. “I’ll wait here with Mason till you get back!”

“OK!” Sweetie Bell and Apple Bloom said and just like that... I was alone with the orange pony with the small wings on her back.

Chapter 3

Author's Note

WARNING: This chapter contains graphic descriptions and foalcon.

Don't read beyond this point if you're gonna get all mad about it.

Chapter 3

Scootaloo slowly rode her scooter back to her house after leaving Mason at Twilight's house with Rainbow Dash. She didn't know what was going to happen to him but at least for now, it looked like Twilight and her friends knew what to do. She didn't want to be around anypony after learning that Mason could die, she just wanted to be alone.

Inside her, all kinds of feelings and emotions were at war with each other. She didn't know why she was so fixated on Mason. He was a human, after all.. Not a pony. The conversation they had together and that moment when he reached out and stroked her mane kept replaying in her mind over and over. No pony had ever made her feel that way before... like she was somepony who could be loved.

The kiss was what really had her screwed up. She knew now that Mason was feeling overwhelmed by magic and that's why he was acting so funny... but in her mind she thought that if Mason was happy and kissing her, didn't it mean that he wanted to do that all along?? Rainbow Dash also hadn't said anything to anypony about the kiss. She didn't know if that meant Rainbow didn't see it happen, or was just keeping quiet about it. Her two friends also didn't mention it, although they both clearly saw it happen.

She approached her house the lights were off, as usual. No one home again, she thought. Since her older brother wandered off into the Ever Free Forrest never to be seen again, her parents spent all their time off somewhere. They never told her where they were, but when they did come home... they pretended like she didn't exist. Opening the door, she discarded her belongings and immediately went to her room.

__________________________________

"...In fact, what in the buck are we standing here for, lets get this show on the road!!" Rainbow Dash said hovering slightly above her friends who were gathered around the prone form of the human in Twilight Sparkle's library. Being her nature to take action, she was reaching the end of her patience with this conversation.

When she had landed at the Cutie Mark Crusaders tree house earlier, she wasn't quite sure what she was looking at. There was a creature with the funniest looking hooves clutching her little friend Scootaloo. Because she was approaching from it's back, she couldn't tell what it looked like until it turned around. Whatever this thing was, it had the strangest looking muzzle she'd ever seen and back legs so long that she wondered how it walked. No sooner had she landed and it turned towards her, the thing's (she now knew it was a human and had a name of Mason) eyes had rolled up in it's head and it had gone to sleep. Rainbow Dash had asked "What have you fillies gotten into? What IS this thing?"

Apple Bloom answered her, knowing that Rainbow Dash could help them somehow. "We found Mason in our tree house after we got back from our crusaidin' this afternoon... he was just layin' there... like he was sleepin'. He seemed like he didn't know what was goin' on and needed some help so we left and got him some clothes and when we got back... he came outside and... and well... " the little pony trailed off, glancing at Scootaloo who had now untangled herself from Mason's limp arms and rejoined her friends. She had a funny look on her face, like she was about to cry, laugh and die all at the same time.

"What's this Mason thing... Did he hurt you fillies?" The blue pony asked.

"He's a human, and no... he's nice!" Scootaloo said defensively.

"Woah" Rainbow dash said to Scootaloo, coming to a halt and fixing her eyes firmly on the little orange pony. "How do you know he's nice, Scoots?"

"'Cause I stayed with him when Apple Bloom and Sweetie Belle ran out to get stuff. We... we talked alot an he's really nice an doesn't know where he is. He's lost... and... and... he needs help!" Scootaloo's voice cracked on the last word, betraying how urgent she felt. Sweetie and Apple both looked at Scootaloo, surprised at her emotion.

"You sure about that, I mean... I don't want to help some weird thing and have it turn out to be some monster. You don't know what this thing is. At least now..." Rainbow Dash gave a prod at Mason's limp arm with her fore hoof. "It's totally out cold!"

"You have to help him Rainbow... please!" Scootaloo pleaded with her winged friend. Apple Bloom and Sweetie Belle remained mute, looking back and forth between the two pegasi.

Rainbow Dash gave the smaller pony a hard look before turning her eyes to the still human form nearby. Man... she thought to herself.. what in cloudsdale WAS the thing wearing anyways?! It looks like a colorblind pony made it. But, she was loyal to the end. If her friend was asking for help, she was gonna do her best.

"Help him? I don't even know what's wrong with him! This sounds like a job for Twilight if I ever heard one! You three get your tails over to Twilight's house"

The athletic blue pegasus scooped up the limp form of the human and got him settled on her back in between her wings. He was big, probably would be taller than her by a head at least if he was up on those two stilts she imagined were his only legs. She remembered that Dischord also could walk on two legs, she hoped that didn't mean anything.

After testing the weight, she narrowed her eyes and made a silent challenge to herself that she could make it to Twilight's house from here just as fast as if this load wasn't on her back. Tensing first, she jumped into the air, her strong wings easily lifting both of them and in a moment she was gone.

____________________________________

Twilight had given up on trying to find a book and had flopped down on her belly, legs splayed, in exhaustion outside in the cooling afternoon air when she spied Rainbow Dash approaching at what seemed to be just below sonic rainboom speed. As she got closer, she could make out something on her back. And within seconds, the alicorn was on her feet with the realization that in her moment of complete despair, her friend was bringing her exactly what she was looking for. The HUMAN!

"Is that what I think it is?!!!" Twilight asked as Rainbow Dash landed heavily just in front of her. She could just make out a tangled mop of dark curly hair against the back of Rainbow Dash's strong neck, the long legs and limp hands. They looked just like they did in the book she read all about humans and their world in.

"Wait.. you know about this thing already?" Rainbow asked, getting fed up with not knowing what the hay was going on around here these days.

"Never mind that, Rainbow Dash, get it inside quickly. We HAVE to act fast, tell me everything that happened!"

"Hey, I thought I WAS acting here!" the sky blue pony said with genuine insult.

"SPPIIIIIIIIKKKEEE" Twilight called out to her companion, not noticing Dash's hurt tone as she turned and ran back inside. "Go get our friends... we need to use The Elements of Harmony!"

_________________________________

The three fillies made it to Twilight's house just as the last pony, Fluttershy, was arriving from spike's urgent summons. They had piled onto Scootaloo's two wheeled scooter and the small pegasus used her wings and rear hoof to propel them swiftly into Ponyville. Inside, they saw that Mason was on his back laying in the middle of the library floor with all the ponies in the elements of harmony gathered around. Most of them looking at Mason with apprehension, unsure if they even wanted to be in the same room with the creature.

"Apple Bloom!" her older sister Applejack cried out at the young fillies appearance.

"Sweeite!" Rarity did likewise spying her little sister as well.

Both sets of sisters ran to each other and embraced, all thankful to be together. Scootaloo remained where she was for a moment, her ears drooping slightly knowing that regardless of Rainbow Dash's promise to her to be her big sister, it just wasn't the same. Even at times like this, it made the little filly feel lonely inside. Sighing, she trotted over to stand next to Rainbow, who was already talking.

"Ok, we're all here now. So can you Puh-LEASE tell us what's going on and what this human thing is!!"

Twilight recounted the story to her friends, telling them about the book she found, the magic portal she had opened and subsequently lost control of and how she knew a human had come into Equestria. She asked one of the fillies to talk about what happened and Apple Bloom told their experience. Scootaloo was thankful for the omissions about her and Mason but was embarrassed when Twilight spoke directly to her.

"Scootaloo, you spent time alone with the human. Did anything happen?" she asked. All eyes in the room focused on her.

"We just, you know... talked." she started, staring at her hooves. "He told me that he was at school outside and saw some glowing thing in a shed and that's all he remembers. He... " she trailed off. Unsure of how much she should talk about.

"He told me that he was from a place called Earth... So I told him all about Equestria and how everypony here is like us with unicorns and pegasus and land ponies. But then.. then he started to act like.. well... like he had had too much out of the red cider barrel at Sweet Apple Acres. You know.. the one us fillies aren't supposed to drink from that Rainbow really likes?" Rainbow Dash gave a snort at this. "Anyways, when Apple Bloom and Sweetie Belle got back from making him some clothes.."

"Wait!" Rarity interrupted the small filly, turning to her little sister. "You made this abomination??" she asked Sweetie Belle, genuinely mortified that such a product could come out of her workshop... from her hooves or not.

"I think it's GREAT!" Pinky Pie hopped up and down with a huge smile on her face. "It's so colorful it looks like a party suit!!!"

"Yeah," Sweetie Belle admitted, looking sheepish and at the floor. "You were at the shop getting fabric, and he really wanted to cover himself up cause he was just in his hair and he didn't like it."

"Whatcha mean he didn't like it surgarcube?" Applejack asked. "What's wrong with goin round in yer hair? Everypony does that."

At this, all three of the little fillies balked for a moment, remembering what they had all seen. If it wasn't for Scootaloo piping up, the other ponies would have probably pressed them and found out more details.

"We thought that we might get our cutie marks if we made something for him to wear!" she said suddenly. It wasn't an outright lie. Just a small omission of details... and this sounded perfectly logical to group. They all knew how committed the three girls were to trying anything and everything to get their mark, especially now that they had all gone past the normal point in their lives where they appear.

"Ahlright, well.. I don't think it worked." Applejack shrugged. "Ya'll should just leave the clothes makin to Rarity from now on! In fact.. hadden't ya'll been down that road before?" she joked. No one followed up.

"Go on Scootaloo." Twilight pressed. "What happened after Apple Bloom and Sweetie Belle returned?"

"Well.. It just got worse! It was like he got all woozy in the head or something and then he went outside. He jumped down from the house.. and then fell down.. and then .. and then... Rainbow Dash showed up!" Scootaloo rushed to the finish, glad to be done.

"Yeah, he didn't act right when we got back." Apple Bloom added, shaking her red mane.

"Ohh the poor thing" Fluttershy spoke up at this. "It looks like his hoof here is all swollen and bruised.. I wonder if he's hurt"

Twilight then asked Rainbow Dash to continue and bring them up to where the current situation was. Once the tale was done, Twilight took over. "Alright, we have to use the elements of harmony to give the human magic. It's the only way to save him."

"Uh.. come again, Twilight?" Applejack asked with an unsure look on her face. "Why in Equestria should we give this human thing.."

"Mason! He has a name!" Scootaloo interjected.

"Yeah..." Applejack looked at Scootaloo wondering what had gotten into the little filly all of a sudden. "Why in Equestria should we give Mason magic and just what in tar-nation are we saving him from?"

"The human world isn't like Equestria at all. Magic exists in all things here, it's all around us all the time and we're magical ourselves. We're used to it's influence on us, don't you see? It's what makes this place a safe and happy world to be in most of the time. In the human world, they don't have magic.... so their world can be sad and dangerous. Being happy, friendly and full of good cheer isn't the normal state.. but the exception where he's from. All around Mason, things are working magic on him and he's overwhelmed with the emotions and happiness that the magic of Equestria brings. To us, it's just normal... but to him... it's like his brain is going to explode!!"

"Oh! Oh! I wanna be a human!!! My brain exploding from happiness sounds AMAZING!!" Pinkie Pie cheered. "Can you turn me into a human, Twilight?? Can ya? Can ya?" At this Pinky begged Twilight on her knees. Making her eyes into huge saucers.

"No Pinky.." Twilight said, chuckling in spite of the situation at her friend's antics. "Because you'll eventually die from it."

"Wait!!" Scootaloo said suddenly. "Mason is going to DIE??!!" she cried.

"You three go on upstairs now, ya hear?" Applejack said to the fillies. "You've had enough for one day of this craziness"

"No!! Tell me that Mason isn't going to DIE!!" Scootaloo yelled, her voice cracking on the last word again.

"If we use the elements of harmony to imbue Mason with magic, it SHOULD make his body used to the influence so that it isn't so foreign to him." Twilight said. "It should bring him back to normal, or at least... make it so it isn't so over whelming" Twilight told them all.

"Yeah, trust in Twilight, Scoots." Rainbow Dash said, giving the agitated orange filly a friendly elbow. "I don't even know what we're doing.. but if Twilight says it will work.. it WILL! In fact, what in the buck are we standing here for, lets get this show on the road!!

Scootaloo was overwhelmed. Tears started forming in her eyes and she could barely see out of them before saying "I think I better go home now." Without saying another word she turned and left, grabbing her discarded helmet and scooter on the way out.

"What has gotten into that filly?" Rarity said. Apple Bloom and Sweetie Belle had an idea... but neither was willing to say. The two remaining cutie mark crusaders went upstairs without a word. They heard Twilight say "Alright, lets get started" just before they closed the door.

Flopped on her bed, Scootaloo was restless. She had been home for at least and hour and the tingling sensation below her tail wasn't going away. Her mind was rapidly playing out all kinds of scenarios in her head involving Mason. Some good.. some bad.... and some that she would never dare admit to. She had only just had her first estrus a few months ago and Rainbow Dash had to be the one to explain to her what was going on, her parents were never around anyways.

Dash had explained that every month, a filly gets the urge to mate because that's just how things were. It was a sign that she was growing up and her body was ready to make foals but all of which she had already learned in mating class last year and she needed to know how to make the feeling go away. It was driving her nuts and the constant moisture leaking from under her tail was distracting and gross. Rainbow Dash had taught Scootaloo to use an icepack on her belly and told her that when she was dealing with it, she kept her mind occupied by seeing how fast she can make it from Cloudsdale to Canterlot and back.

But what she was feeling now was different than estrus. That time it had felt like a burning deep inside her belly, while this... this felt like there was an itch between her legs that needed to be scratched and it was getting worse the more she thought about it.

She rolled over on her back and propped herself up on some pillows so she could look down her belly at the spot where all this was going on. She saw that her nipples were poking out of her hair, something that usually only happened when she was cold. Normally her marehood was just a small vertical slit above her tail from this angle, but now? Now it was puffy and pooched out. The two lips on either side were swollen and glistened with moisture, slicking down the hairs so that they clung to her body, making the area slightly darker than her normal orange color.

There was also a little nub poking out near the top that usually wasn't visible. She reached down with a hoof and touched it experimentally and a lightning bolt of pleasure shot through her as she did, making the hair of her tail and mane stand on end.

"What the buck...?" she whispered to herself. Drawing her hoof back, she sniffed at the wetness she had gathered there. "Well, at least I didn't pee myself.." she said.

The smell wasn't unpleasant. It was musky and seemed to be wired to a part of her brain that made her think of Mason's colt parts all over again. She realized that this must be what she and her friends had heard about from some of the other fillies at school. Masturbating. It was supposed to be like pretending you were rutting with pony. It had never occurred to her to actually try it...

She reached down again and drew her hoof up along her slit across that nub a few times. Her eyes half closed as waves of pleasure coursed through her small orange body. Her small wings twitched and flexed underneath her involuntarily... so much so that she had to arch her back off the pillows she was propped up with to let them stretch out and get stiff.

Her hoof began to circle around the nub, sending little lightening bolts again to her whole body. "Aww man... this is g.... good..." she sighed. Her hoof dropped lower, pressing between the folds and felt the opening below was now totally soaking wet. She became aware that she felt empty down there, like a lock with no key. Scootaloo knew that this opening was where colts put their things when they rutted with you and she wanted to fill that empty space but the angle was all wrong and her hoof was too big to fit anyways. She could feel an almost feverish heat coming from there now, like a fire had been lit and it was consuming her steadily.

"Urrrghh" she moaned in frustration as the itch redoubled it's efforts at driving her mad. She brought her hoof back up and began swirling it around that nub, each time she flicked over it, her tail, back legs and wings would spasm in an uncontrollable reaction to the spark of pleasure it brought.

She thought about Mason's swollen and erect penis, and how it would fit perfectly in that empty space between her legs that she couldn't fill. Her mind pictured him behind her, gently lifting her purple tail and sliding the red smooth head of it between the wet, swollen lips of her sex and into that fiery hot tunnel. It would make her feel whole.. full.. it would scratch this terrible itch now that was consuming her as she furiously began rubbing her clit, panting and moaning as her whole body began to tense up. She could feel something ratcheting up inside her belly, and it kind of scared her. Whatever it was, it felt big... like the powerful magic that only really good unicorns and alicorns could wield. She was still a young pegasus after all... and she wasn't sure she could handle it.

The sound of her wetness became audible in the room after a few minutes of her pleasuring herself. A shlicking sound was coming with every stroke of her hoof along the lips of her soaking wet marehood as she climbed up into whatever feeling was waiting for her at the top.

"I'm really doing this...." she thought to herself as she realized she had passed the point of no return in her sexual exploration. Her back legs were now stiff and straight, her wings fully extended and rigid as she began to moan "oh... Oh.... OH...OOHHHHH." she uttered. Each "oh" accompanied by a spasm of her whole body while she focused on her little nub between her legs. Her heart was racing now, beating a passionate drum beat against her chest as her breathing became a panting rhythmic accompaniment to the Oh's that were escaping her lips. The musky smell of the wetness she was coated in down there filled her nostrils. Finally.... the dam broke.

"AHHHHHHHHghhh!" Scootaloo cried out as she felt something change in her lower belly. She had the sensation like being on the back of Rainbow Dash when she started a huge dive just before fireworks went off in her head. She was helpless as her back arched and locked, her tiny wings flexed and held straight out against the mattress under her while her back legs became two rigid poles. The only part of her still moving was her hoof that continued to rub the little bean on it's own accord. She was totally consumed by the power of her first orgasm, helpless against it. Screwing her eyes shut tight, she let out a tiny, unintelligible squeak just before her entire body unlocked and began to spasm, each convulsion sending massive waves of pleasure coursing through her tiny body as she twitched and writhed on her bed.

Scootaloo couldn't remember how long it lasted. She was unable to think of anything other than the powerful feelings controlling her body as she thrashed through her first orgasm. Eventually they subsided and her body was her own again. Her wings and back legs relaxed, her back stopped wanting to tighten up and the little nub she had been rubbing down there became to sensitive to touch. Her tail and the bed under it was soaking wet as she lay there panting, out of breath and covered in a fine sheen of sweat.

"What..... The......Buck......" she panted to the room.

(to be continued)

Chapter 18

Author's Note

WARNING: This chapter contains graphic sexual content between the MC and Scootaloo.

Please don't read if you're gonna trigger.

But... this is Chapter 18 ffs... you should be fine with it by now.

Chapter 18

I tossed and turned trying to get comfortable. I was one of those people who like to go to sleep on their back and my new appendages in addition to my still bound and sore left arm were making things difficult. I had found that the wings tuck up pretty tightly on their own, compacting down to two small, flat bundles against my skin but they were still strange to lay on... still distracting to feel.

The events at the doctor had left me mentally exhausted, but receiving that love and support in a way I'd never imagined possible renewed me with a sense of worth and belonging here. I felt reborn... a new start, a new life. Everypony who was with me had to take a close inspection of my wings for themselves. It was Rainbow Dash who made the keenest observation.

"Hey! Look at that! They're the same color as you right next to his skin, Scoots!"

She then described that the darkening of the color I could only see partially and how it went from the iridescent gray to dark grey and then turned the same orange color as Scootaloo's coat for the last inch or so before they dived beneath the skin where the doctor had closed up the opening. The area was still tender, but nothing like what it had been prior to coming here. Twilight lectured me about not doing to much with them till the skin healed.

It was dark when we made ready to leave and Rainbow Dash stayed behind. "You guys go on ahead, I want to see if the doc will take my wing bandage off. I've got work to do tonight!"

"Huh?" Scootaloo asked, wrinkling her nose. "What are you talking about?"

"It's the first night of The Thunderstorm Stampede! The weather crew is probably gathering them up right now and counting heads. Somepony has to keep an eye on them or all of Tartarus will break out! I heard that Derpy is on the team tonight..." She shook her mane and then brightened. "I can't wait to see ya try and use those things, Mason! Just think... a flying human!"

The Thunderstorm Stampede was exactly as it sounded. On the ride home, we could see a gathering of dark clouds blinking in the distance to the north of town. Fluttershy, Pinkie Pie, Rarity and Sweetie Belle, Spike and Twilight returned home, leaving myself and two-thirds of the Cutie Mark Crusaders to ride back behind Big Mac. We didn't talk much. I sat in the cart with Scootaloo next to me, my arm around her and Apple Bloom laying down in front of us. The air was warm and unmoving at the farm with no sounds of birds or any other creature stirring. The whole land seemed to be waiting for the storm's arrival.

As I tossed on the bed, the clouds had rumbled and boomed their way closer. Twice, I had gotten up to watch out of the open window at the light show beyond the curtains. On my second look, a bolt of lightening pierced the sky to the north followed by an orange-red glow from the ground, presumably from whatever the bolt had hit. Rain began to first lightly tap on the wooden roof above me, then drummed harder as the storm began to empty it's contents over the farm. It was a warm, fresh smelling rain that blew in it's scent from the window to fill the room behind me. I decided to try to sleep again and slid the pane down against the strengthening rain.

I was turned away from the door on my right side when Scootaloo slipped in. The heavy rain on the roof masked her light hoof falls as she moved across the room. I felt her pull the fresh sheet Granny Smith had made the bed with while we were gone and slide in next to me. She didn't speak at all, only settled in comfortably with her back to me, pressing her rump against my butt, draping her tail down the length of my leg.

I rolled onto my back, wishing I could lay on my left side to embrace her. "Scoot?"

She emitted a little moan of contentment and rolled over to face me. She put her rear left hoof over my leg and her front left across my chest. She breathed a happy sigh into the crook of my neck. "How come you're not sleeping?" she asked in a quiet voice.

"I was going to ask you the same thing." I moved my head and kissed the soft patch of hair between above her eyes.

"Are they bothering you... your wings?"

"A little bit. Just... trying to get used to them."

A loud crash of thunder shook the barn, I felt Scootaloo tighten her grip on me.

"You're not scared are you?" I asked with amusement.

"No! I ain't scared of thunder!" she gave a jittery laugh "Are you crazy?"

"I think you are..." I teased.

"No I ain't! You take that back!" she gave me a wiggling shove.

"Make me" I laughed.

She tensed up and then slid over the top of me, straddling my waist and sitting up with her tail over my feet. I hadn't seen a pony sit like this yet, but apparently they could. With her free front two hooves, she began to poke my stomach. "Take it back!" she threatened mockingly and gave me a firm poke in the belly.

"No!"

She poked harder this time "I'm warning you! I ain't scared of nuthin!"

I wiggled underneath her, trying to shake her off. "Except thunder..."

"Arrrg!" she cried out and I bucked my hips up and forward, sending her falling towards me. She caught herself on her front hooves on either side of my head, her face mashing into mine in a kiss. We both opened our lips at the same time, letting our tongues greet each other for the first time in a while. The taste of her flooded my mouth and senses again, making me want more.

The passion in the kiss grew for several long moments, my one good arm now on her side stroking her. We already were having trouble keeping up with our breathing through our noses. Scootaloo attacked me with her tongue probing deep and hard into my mouth and began to swivel her lower half on my stiffening cock under her. I was getting aroused already... but the warm heat of her grinding against me quickly brought me to a fever pitch. The throbbing started on my back again. Unlike last time however, this throbbing felt wonderful! My wings began to press against the bed under me and I pushed Scootaloo back gently to a sitting position.

She panted a little bit, asking "What's wrong?"

She looked amazing to me right then. Her two back legs on either side of my waist, her front hooves resting on them them as she looked down at me. Her purple mane was mussed and stuck out in all directions. I could feel her heat radiating out from between her legs, surrounding my cock that was only separated from her sex by the thin bottoms I was wearing.

"I think..." I said and sat up a little. A rush of pleasure came from the two new nerve centers back there as my new wings extended out on their own. A whole new feeling of arousal and pleasure flooded my brain. I flopped back down with them under me, fanning out on the bed.

"Oh.. wow... that feels good!" I breathed.

Scootaloo giggled. "Awww... Wing boner! Wing boner! Mason has a wing boner!" She teased me in a sing song voice.

"They're really called that?" I asked smiling up at her.

"Yeah, silly... It feels good, doesn't it?"

"Mmhmm" I ran my hand down her front from her chest to the two nubs just above where her body met mine. The sensation of those wings stretched out drove me to a new level of desire. It was like having two throbbing centers of sexuality now instead of one. I wanted her. I wanted her badly as the rain began to increase against the roof overhead, the thunder outside echoed the impulses inside me.

"You're gonna make me pop if you keep touching there..." she panted. My fingers found the rubbery nubs under her stomach and caressed them. Her belly tensed up when I gently pinched one of them, eliciting a little squeak from her. I moved to the other one, repeating the process. She gave a big sigh, arching her back as her orange wings unfolded behind her. They were small, but I though they were perfect.

"Now look what you did..." she looked down at me with an evil, playful grin. "Meanie..."

I pushed my hips up against her, driving the hard shaft she was sitting on into the damp heat that was making the front of my bottoms wet. The familiar musky smell reached my nose, sending a shiver of arousal down my spine. We looked at each other for a moment, sensing our desire for what comes next but unsure about how to get there.

"Scoot..." I started.

"Do you.." she blurted quickly out at the same time stopping short when she heard me talking.

We laughed together at the awkward exchange. "You go first" I said.

"Uggh.. Now I don't know if I can!" she poked me again.

"Go on! I thought you weren't scared of anything!" I played back with her.

She didn't say anything for a moment and her face changed from the playful anger to a nervous expression. Sucking in a deep breath, she let it out, closing her eyes. "Do you wanna be special someponies with me?"

I didn't know what to say, I thought that we kind of already were... but I guess this was formal?

"Aren't we already?"

"No... I mean for real special someponies."

"Scoot... you're already special to me."

"Tell me..." She said. Her voice changed, sounding wanton almost needy. "Tell me I'm you're special somepony, Mason. I... I need to hear it. I have to know this is real..."

I sat up, clutching onto her body for support and pulled her close. She wrapped around me with all four hooves, holding me in return. I thought only briefly about Twilight's words...can you give her the love she needs? I didn't know if I could, but I was ready to give her everything I had.

"You're my special somepony, Scootaloo... I love you" I whispered to her.

She sighed into me. I felt her warm belly press against mine as she breathed, pushing out and then shrinking back. "Oh, Mason.... You're my special somepony too...I'm so happy" I felt her little wings flutter against my arm that held her.

She let go of me and gave a gentle push against my shoulder, letting me fall back against the bed. My wings were still rigid... along with my penis that strained against the cloth between us, sensing the close, wet tunnel just beyond. Scooaloo looked down at me with a peculiar expression. It was a half sultry, half nervous look... like she was unsure of how to act.

"Its so hard..." she remarked, wiggling against me and gave nervous laugh.

"Well..." was the only word I could come up with.

"I... think I'm ready...." she glanced down at the spot where she sat on me.

I didn't need any further encouragement. My hand shook as I moved it between us to work my bottoms down. Scootaloo helped by sitting up off me for a moment, letting the fabric slide. Freeing my cock was almost as liberating as freeing my wings had been at this point. It was already soaking wet from pre-cum and her juices that had soaked through the cloth around them long ago. I got the bottoms down as far as I could, using my legs to work them the rest of the way while she looked between us at my hard member that throbbed with my heartbeat against my lower belly.

She carefully sat back down using my body for support, aiming her wet slit to land on my shaft. The heat was intense. The wet folds slid around the sensitive skin, encasing my penis in a slick groove along her body. I throbbed against it already feeling the tension build behind the shaft. I had been waiting for this moment for what seemed like an eternity in my life... and now I was going to do it. The fact it was with a pony in a strange, new world where I had wings mattered little to me anymore.

She bucked her hips gently a couple of times, sliding her moist heat along my shaft over the head and back down. The feeling was amazing... better than I imagined. She gave a small moan when the hard bean at the top of her sex dragged along the length of my rigid pole each time.

"Scoot... that feels so good" I moaned up at her. She had her front hooves on my chest for support as she breathed hard above me.

"How... it's not inside... how do we..." she trailed off, her eyes seeking mine.

"Here..." I snaked my hand down between us. She raised up slightly to give me access. I pushed my dripping wet cock down, aiming it straight up and causing the head to slide between the lips of her sex hard against her.

"I... I don't know where the spot is..." I admitted. Her face changed to one of concentration and she slightly moved herself back and forth a couple of times while sinking down gently. The head of my cock squirted forward against her the first time... then we reset, tried again. The head slipped back towards her tail a bit and sunk into a notch inside her...and then I felt it.

A circle of fiery heat enclosed the head of my cock, tight and snug. I gave a gasp of surprise and pleasure when she relaxed a bit more causing this ring to sink over the head. I was inside Scootaloo! She gave a whimper and stopped moving for a moment, panting.

"You... alright?" I asked.

"Yeah, just gotta get used to it" she said slowly.

She raised up just a little, causing that boiling, gripping ring to slide up over the head before she sank back down, further this time. Now the furnace of her tunnel was past the head and onto my shaft. I could feel her gripping me with soft, slick, velvety rippled flesh that surrounded my pole with an intense sensation.

She gave a squeak when I felt something pressing against the head of my cock inside. Scootaloo held herself there for a moment and breathed. The tight encasing hole relaxed slightly and she raised up just a fraction of an inch before pressing down harder. The resistance against my cock held for a moment... then disappeared, letting my dick slide past and sink into her slick, wet tunnel.

She controlled how fast I entered her body and with each tiny movement down, my cock throbbed with the sensation of her hot, silky insides caressing me. Several times she raised up a bit before pressing down again, only her heavy breathing could be heard just barely over the raging storm outside. The progress was slow... but agonizingly wonderful. A shuddering moan escaped her lips when her rear finally rested against my pubic bone. I was completely inside her now, pulsing and throbbing with excitement and pleasure. Lighting flashed through the curtain, giving me a bright white vision of her riding me.

Scootaloo didn't move for a while and I was fine with that, I was trying to memorize every detail of how this felt. My shaft felt like it was glowing with a radiating heat, pulled down at a right angle against my body and surrounded by her body. I was acutely aware of being inside her as she sat on top of me. Her body throbbed around me, the tight ring at the base of my cock griped and relaxed in time with her rapid heartbeat. It felt like nothing I'd ever experienced before with my hand. The closeness of another body made this an entirely different feeling than I'd ever thought possible. I knew I'd cum in seconds if she moved, I could feel the tight, full feeling inside the base of my cock already building.

"It's so warm..." she said dreamily.

"Yeah... so are you"

"Is... is it good?" she asked shyly.

"Better than anything, Scoot"

She smiled sweetly down at me. "I'm so happy, Mason... you make me feel so happy..."

"Scoot..." I reached up to caress her leg that was supporting her against me.

"Mason... I... I won't get a foal, will I?" she asked, suddenly concerned.

"I don't think it works like that... At least in my world, humans and ponies can't... make them"

That was enough for her, I guess. I hadn't thought much about it either but didn't care at this point.

"So... do I move now?" she asked.

"Yeah.. but... It's going to happen fast... I'm already..."

"It's ok... you can do it inside me..."

She raised up slightly and the pleasure increased dramatically. The sliding wet folds inside her rubbed along the length of my cock, causing a ripple of intense sensations to radiate out from where I was joined with her. She slipped back down and I gasped. "Oh wow... Scoot... you feel so good inside"

"Yeah..." she moaned..."You too"

She raised up once... twice... and on the third trip down I felt the snap of my orgasm trigger. Hot cum boiled behind the base of my shaft, gathering up in a tight, rigid pulse that caused my cock to go completely tight.

"Oh... Scoot!... It's coming!" I moaned and grabbed onto her leg, helpless against the desire to buck my hips up into her. The first spasm wracked my body, sending a blast of cum up and out. "Oh... oh!!" I cried out, looking at her face above me.

"Alright..." she panted. "What do I..." her words died out, her eyes went wide and she stopped moving.

I flew over the edge of my climax. My cock throbbed and twitched in the molten canal surrounding it, filling it with my cum from several pulsing shots. I bucked my hips against her weight, thrusting in uncontrollable desire as I unloaded my balls into her. I knew only of the sexual release for a moment, it consumed me completely and blocked out everything. My body gave one more great thrust up, raising her off and me off the bed and I gave a loud groan... and then it was over. I relaxed back, panting and sweating from the strain of my orgasm. My cock still twitched and throbbed pleasurably inside her, straining against the tight confines there.

Scootaloo sat frozen on top of me, breathing hard and with a look of amazement on her face. "I... I can feel it... I can feel it inside me!"

I smiled up at her, panting. "Really?"

"Yeah!... it's like... a warm wet... something... It feels nice!"

"That was incredible, Scoot." I said contently.

"Yeah?... was it good? Was.. I good?" she asked, seeking affirmation.

"You're perfect."

She laid down on me in a tight embrace. My cock slid out of her from the change of angle with a wet, slick, sliding feeling that caused me to jerk in pleasure. We kissed deeply, happy and content with each other. I could feel my whole crotch was wet with our fluids, but didn't care. I just had sex... and I already wanted more!

"I... I love you, Mason." she said softly, her eyes gazing into mine.

"I love you too, Scoots.."

Both of us kissed and played little games with our lips and tongues for a bit while the storms over head drifted by. The rain had let up now to a steady drum above us. My cock never shrank but instead rested against her warm dripping folds, inches away from where it had just been inside her. I gave a small push with my hips and felt it slide along her slit again. She smiled into our kiss.

"I thought stallions had to rest after something like that..."

"I'm not a stallion... and not always" I smirked back.

"You wanna do it again already?" she asked with a small amount of real disbelief.

"Yeah"

"Well... OK.. but my flank hurts from sitting like this."

"How do you ponies... you know, normally do it?"

She gave a look of unsureness "Well.. the mating class book showed it like this"

Scootaloo slid off me to the side onto the bed. Rolling around, she brought her tail facing me and then got up with just her hind legs, straddling me. Her tail raised and I was presented with her messy marehood very close to my face. It was smeared with our juices and the intoxicating smell of her musky arousal was strong again... but there was a new scent too. The smell of my own juices mixed with hers created another heady scent.

"Ohh.. I like this!" I said grinning. I slid out from under her and got to my knees in position. The rigid shaft between my legs was in my hand already, eager for another trip inside her. She held her tail to the side for me and I rubbed the head of my shaft up and down her dripping snatch until I found the notch again. I pressed forward with my hips and slipped inside this time on the first try.

She gave a loud moan and pressed back against me, driving my cock deep inside her quickly. There was no resistance, no hesitation this time. Now was just pure physical need on both our parts. I grabbed the base of the purple tail in front of me and began to saw my hips back and forth. It took me a couple of times to get the strokes right. More than once I popped out of her and my cock slid up along the other hole immediately below her tail. Each time she gave an "OHH!" of surprise. I'd have to let go of her tail and get the aim right again before going back in.

But we found the rhythm, all right. We soon were bucking against each other in a steady, hard beat. Slapping noises filled the room and the hot smell of her musk mixed with the sharp, acrid smell of my cum drifted up from her body below me. It was sloppy and wet inside her, my last load squished and leaked out around my shaft as I slid in and out. It was different this time... more free.. open.. like I could push deeper inside and feel her more completely. It must have been different for her too... she was really moaning now.

"Yeah... oh... yeah... uuhhh... yeah..." she repeated like a mantra with each slapping hit my waist made against her flank.

I lasted longer this time as I bathed in the primal sexual pleasure of our act. Unconsciously I sped up, wanting more and more of the sensations her body was giving me. I was dimly aware my wings had unfolded again, moving on their own accord with each thrust of my hips. Scootaloo's were stiff as well, fluttering in time with my own. The hot, velvety folds around my cock rubbed and stroked me with intense sensations, especially over the sensitive ridge below my cock head. The familiar stirrings began in the machinery behind my pubic area.

"Ma-Mason I it's... happening!" She cried out.

"Yeah... Scoot..."

Her moans became cries. Her orange head buried in the bed below her and she gave a muffled yell. Her back legs wobbled and her tail began to thrash in my hand as her climax came over her. Inside, I felt the soft walls clamp down on my cock hard. It drove me wild with need to pump harder and I thrust as deep as I could, sawing back out till only my head remained before thrusting hard and deep again. Only a few of these tight, deep pushes was all I had left... my muscles clamped down as I thrust one final time as deep as I could, holding there while she pulsed around me.

The clamping feeling unlocked and began pulsing, driving what little cum I had left into her while I held her tail and pushed against her body. Each twitch pulled up against the tight walls inside her with a soft, yet firm resistance. Her legs couldn't hold her anymore.. I tried to keep her up to finish my own arching peak of pleasure but I couldn't. She collapsed under me, my cock popping out of her, still leaking cum from the end. I grabbed the shaft and gave the last few wet strokes resulting in several small spurts landing on the backs of her thighs and tail.

Spent, I sat back against the headboard. I awkwardly had to shift around to get my new wings folded back again before I could completely relax. Scootaloo lay before me panting heavily. In the dim light I could see my cum on her legs, tail and running down the slit just barely visible between her legs. The bed under us was a dark wet circle of our juices.

I suddenly wondered how they did laundry here.