After working so long and hard on her puppet pony, Rosalia was very tired and ready for a good night´s rest. It was a warm night and the room felt a bit stuffy so she opened the window and stared up at the night sky.

"Ah, the night our Princess Luna brings forth is so beautiful," She complimented. "The day is lovely too, but at night, everything seems so magical and enchanting."

Twinkle bunny hopped onto the window sill and looked up at the sky. His large black eyes grew wider with astonishment as he stared up at the moon hovering above, surrounded by all the bright shiny stars.

"Oh, look Twinkle, a wishing star!" Rosalia said, pointing to a large star shining brighter than all the others. "Father used to say if you wish upon a star and believe in your dreams your wish might come true."

The little bunny thought it was rather silly believing such a ridiculous thing. But Rosalia didn't think so and decided to make a wish. She closed her eyes, put her hooves together and wished as hard as she could.

"Star light, star bright, first star I see tonight. I wish I may, I wish I might, have the wish I make tonight," she spoke softly. "Twinkle, would you like to know what I wished for?"

The little bunny looked up at her and nodded his head.

"I wish that my Fillynocchio would be a real pony," she whispered into his long ears, "Wouldn't it be wonderful if she could walk and talk just like a real pony?"

A very lovely thought, but not really practical, Twinkle thought to himself. But since he couldn't talk he nodded his head in agreement. Just then Rosalia felt very tired and let out a big yawn.

"Goodness, I really must be tired!" she said making Twinkle yawn too, "Come on, Twinkle, let's go to bed."

The little bunny hopped down. He jumped over to a little basket in the corner with a little blanket and pillow and nestled down. Rosalia crawled into her bed, blew out the candle, and laid down but didn't go to sleep since she was still thinking about her wish.

"Oh, if you only she were a real pony. I'd finally have a foal to love and care for and never be lonely again," she thought to herself. Suddenly she felt so tired she couldn't stay awake anymore and closed her eyes.

Twinkle bunny had not fallen asleep yet either and was thinking about what Rosalia had said about making a wish. Sure he thought it was silly at first, but deep down he always wished he could speak to her and be able to tell her how grateful he was. Rosalia had taken care of him since she found him alone in the forest. He had been her faithful assistant and companion for a long time and always did his best to make her happy.

Suddenly a bright light filled the room. Twinkle let out a terrified squeal and hid under his blanket. Rosalia didn't even stir and slept soundly as the light began to die down and started to take the form of a mysterious figure. After the light had faded and everything sounded quiet again, Twinkle peeked out from under his blanket. What he saw filled his eyes with wonder. Standing in the center of the room was large blue mare, small yet regal, taller than a normal sized pony. Her mane was short and light blue colored. She had both wings and a unicorn horn and wore a black tiara on her head, and her cutie mark was a rising moon. The bunny rubbed his eyes with his paws in disbelief. The mysterious mare laid her eyes upon the sleeping Rosalia.

"Fair Rosalia, I heard your wish upon my night star," she spoke, in a soft and majestic sounding voice. She moved closer and lowered her head resting her long horn upon the sleeping mare. A light blue aura glowed around her horn as she seemed to be using some kind of magic to peek into the pony's dreams. After a few second she raised her head and smiled.

"Bless your heart good mare. You have brought so much kindness to other ponies, that you deserve to have your wish granted."

Suddenly, she turned and trotted out of the room. Twinkle was very curious about this mysterious mare and quietly followed her into Rosalia's workshop. She looked around the room. There, she saw the wooden pony standing on the table and slowly approached her. Twinkle jumped up on the table and hid behind a paint can as the mare stared at the lifeless puppet.

"So this is the little pony Rosalia wishes to be real," She said, lifting hoof up to her mouth. "She certainly did a wonderful job making her. Now let's see if that come to life spell my sister taught me works."

Twinkle watched from his hiding place as the mare lowered her horn and touched the wooden pony's horn.

"Little pony made of pine, may the gift of life be thine," she chanted.

Her horn started glow and a bright light surrounded the puppet. Twinkle shielded his eyes with paws. When the light faded the mare raised her head again and stepped back. At that moment, a magical miracle began to unfold as the wooden pony blinked her eyes few times, turned her head and moved both her front and back legs.

"I can move!" the puppet pony spoke. Hearing herself speak, the filly gasped and covered her mouth with her hoof. "I can talk!"

The blue mare smiled and giggled at the curious wooden pony.

"I'm alive! I'm alive!" She shouted, hopping up and down with excitement. Her wooden body made a loud wood clattering sound as she jumped for joy.

Twinkle Bunny couldn't believe what he was seeing. The wooden puppet Rosalia made, was now moving and talking all on its own. After a few seconds of jumping around, the wooden filly stopped and noticed the large mare staring at her and settled down.

"Hello, who are you?" She asked, tilting her head.

"I am Luna, Princess Luna. I have given you life, Fillynocchio," she replied.

"How come, Princess Luna?" Fillynocchio asked again.

"Because your mother, Rosalia has been very lonely and wished upon my star for you to be a real pony." Princess Luna explained to her.

"Am I a real pony?"

"No, Fillynocchio, not yet. You are a puppet made of wood," Luna told her.

"Oh, then how do I become a real pony, Princess Luna?"

"Well, first you must learn the ways of right and wrong, as well as bravery, honesty, and friendship. If you can learn these traits, then I promise you will become a real pony," Luna assured her.

"Ok, I think I understand, but how will I be able to learn these things, Princess Luna?" Fillynocchio asked.

"Your conscience will guide you my dear," Princess Luna replied.

"I don't understand what you mean? What's a conscience?" Said the wooden filly rubbing her head with her hoof. And with that, Twinkle bunny emerged from his hiding place and hopped over to where Fillynocchio was standing. He tried to explain to her what a conscience was, but the only sound that came from his mouth were tiny squeals.

"Hello, who are you?" she asked kneeling down and staring curiously at the little bunny.

"This is Twinkle bunny, your mother's pet rabbit, and faithful assistant," Princess Luna told her. Twinkle turned his head and looked up at the princess. He quickly spun around and bowed gracefully showing his respects to the wise and majestic ruler.

"I believe you have a wish too little one, to be able to speak like us?" She asked. Twinkle blushed and hid his paws behind his back. "You have been very kind and loyal to miss Rosalia, and so I shall grant you your wish too."

Princess luna's horn began to glow and as she knelt down and touched his forehead.

"Wa, Wa, Woah! Hey, I can talk! " Twinkle spoke, jumping around with excitement now that he was able to communicate everyone. "Thank you, your highness. Now I can talk just like you ponies can."

"You're very welcome little one," said Princess Luna, happily, "Now then, what were you trying to say to us?"

Twinkle remembered what he was trying to say before and turned to Fillynocchio again.

"Now, as I was trying to say, a conscience is the voice inside your head that tells what is right and what is wrong and..."

"Are you a conscience?" Fillynocchio interrupted.

"Huh? Me? No.. I mean…" Twinkle wasn’t expecting to be asked such a thing.

"You seem to know a lot about these things, Twinkle. Would like to be this young filly's conscience and instruct her the ways of right and wrong?" Princess Luna suggested.

"Me? Well...umm," Twinkle didn't know what to say, he wanted to be able to talk so he could tell Rosalia how grateful he was. But then thought how she would appreciate him more if he helped teach her new daughter right from wrong.

"Sure thing, I'll her be conscience, your highness." said Twinkle proudly raising his paw and saluting her.

"Kneel, little bunny," Luna told him. Twinkle did as he was told and Luna touched him with her horn again.

"I dub thee Fillynocchio's conscience. High keeper of the knowledge of right and wrong, counselor in moments of temptation and guide along the straight and narrow path. Arise! Sir Twinkle."

Twinkle stood up and realized he was now wearing a tiny black velvet coat, with an orange shirt, and yellow tie. And on his head was a small top hat.

"Hey, not too shabby!" said Twinkle, admiring his new clothes. "Thank you, again, your highness."

"Your very welcome, Sir Twinkle, I'm sure you'll be a very reliable conscience," Princess Luna replied.

"Wait a minute! Don't I get a badge or something?" Twinkles asked pointing to his jacket.

"Hmm, perhaps? If you can prove yourself worthy of your duties. Now I must leave, I have spent too much time already."

Before Princess Luna took her leave, she glanced at Fillynocchio.

"Now remember Fillynocchio, be good for mother and listen to Twinkles guidance, and one day your wish to be real surely will come true." she reminded her as she spread her wings and in vanished into the night leaving the puppet and the bunny alone.

"She disappeared!" Fillynocchio looked around but didn't see the blue mare anywhere.

"She's a princess and has other ponies to attend too." Twinkle explained.

"So what happens now?" She asked him. Now that he was her conscience he would have to help teach this wooden foal the ways of the world.

"Alright, Kiddo, before we tell your mom the good news, I think you and me should have a talk,"

"Why?" she asked looking down at him.

"Well, you want to be a real pony don't you?" he reminded her.

"Course I do," Fillynocchio answered cheerfully.

"Then you'll have to listen to what I say, alright?" He asked making sure she understood what he meant.

"Ok, Twinkle, so what do we do first?" Fillynocchio questioned him.

"Now you see Fillynocchio, the world, we live in is called Equestria. And it's filled with temptations." Twinkle started to explain.

"Temptations?" Fillynocchio asked raising her left hoof.

"That's right. They are the wrong things that can seem right at the time. But even though the right things may seem wrong at times, sometimes the... um..." Twinkle stuttered trying find the words to explain to her.

"The wrong things may be right at the wrong time or vice versa… do you understand I'm saying?" he asked. Fillynocchio shook her head in confusion.

"No, but I'm going to do right so I can be a real pony." She answered him.

"Atta girl, Fillynocchio, and I'm going to help you."

Twinkle still wasn't sure if she truly understood the lesson he was trying to teach her, but decided to go with it.

"One more thing! Whenever you're in trouble and don't know what to do and need me, all you have to do is whistle for me. Like this," he said as he began to whistle.

"Like this?" Fillynocchio tried to imitate him but when she blew nothing came out of her mouth.

"No, dear, try it again," he told her. She kept trying but kept failing.

"I don't think I can do it Twinkle." Fillynocchio frowned sadly.

"Don't give up! Keep trying. Practice makes perfect," He assured her. Fillynocchio kept blowing and blowing till finally a tiny whistle came out.

"Great job. Now just do that whenever you think you need me and I'll come running, ok?" Twinkle instructed her.

"Alright, thanks, Twinkle," Fillynocchio knelt down and gave him a friendly nuzzle.

"Now, let's go wake your mom and tell her that your alive,"

"Ok, I can't wait to see my mommy," Fillynocchio cheered happily.

Twinkle hopped down off the table and Fillynocchio followed behind him. She stumbled a few times as she was new to walking on her on, but eventually she got the hang of it. She followed the bunny out of the workshop and into the bedroom where Rosalia was still sleeping soundly and oblivious to everything that had transpired.

"Is that my mommy, twinkle?" Fillynocchio asked.

"Yup, that's her," he replied nodding his head.

"What's she doing?" She asked again.

"It's called sleeping, it's what ponies do at night." He tried to explain though she didn't fully understand the concept.

She trotted over the bedside and climbed up. She looked at her mother curiously and move closer to her face. Rosalia felt something pulling on her mane and slowly opened her eyes to see a curious little face staring at her with wide eyes and a big smile.

"HI!" She spoke closing her eyes and smiling cheerfully.

"AAH!" Rosalia screamed making Fillynocchio scream too and toppled out of the bed. Twinkle, who was standing above her, panicked and leaped out of the way avoiding being crushed and hid under the bed.

"Ow, what in the name of Celestia is going on?" Rosalia groaned rubbing head with her hoof.

"Aha ha ha! You fall down go boom!" A little voice laughed out loud. Rosalia turned her head and saw the little pony standing on the bed.

"Wh-What the!? Who are you!?" She shouted jumping back in surprise not recognizing her at first.

"I'm Fillynocchio," she answered happily. "You created me so you must be my mommy."

Rosalia stood up and look at her. Her eyes widened and her mouth hung open.

"You-you´re talking!" She shouted.

"Uh huh, and I can move too." She said jumping and bouncing up and down on the bed with joy. Rosalia rubbed her eyes and disbelief.

"No no, no this can't be real. I must be dreaming! I'm dreaming!" She said in denial and trotted around her bedroom. Once she was sure she was awake she walked over to the bed stared at the wooden foal.

"Go on, talk, say something!" Rosalia demanded. The wooden foal stared at her and starting laughing again.

"Ahahah! Your funny, do that!" She cheered playing clapping her wooden hooves.

"It's true, I'm not dreaming. You are alive. It's my wish, it came true!" Rosalia cheered finally accepting the truth. Fillynocchio hopped off the bed and trotted over to her. Rosalia was so happy she knelt down and wrapped the wooden in her hooves. Fillynocchio hugged her back.

"I'm a miracle! At last I have a foal of my own to love and care for." A tear leaked from Rosalia's eye. Never had she felt so happy in all her life. Twinkle, who was watching from his place, watched as the mare embraced her child.

"Tell me, Fillynocchio, how are you alive," Rosalia asked releasing her daughter. But before Fillynocchio could speak, Twinkle emerged and spoke up.

"I can explain, Rosalia,"

She turned around and saw the little bunny and gasped in surprise.

"Twinkle! You´re talking too!? And where did you get those clothes?" she asked him.

"Remember when you made that wish on the star? Well, Princess Luna heard you and granted your wish," Twinkle began to explain.

"LUNA! The princess was here, in my house!" Rosalia said in shock.

"Yup, she used her magic to bring your wooden pony to life, and made me able to talk. She also made me her conscience so I can help teach her how to be a real pony."

"This wonderful! Now we're all one big family. I've never felt so happy in all my life." said Rosalia happily hugging Fillynocchio again. Twinkle hopped over and joined in. After a few seconds, they separated and Fillynocchio started to yawn.

"Come on everyone, it's late and we must go to sleep," Rosalia trotted over an started making the bed again.

"Mommy? what does sleep mean?" Fillynocchio asked not understanding the meaning of what her mother was talking about.

"Sleep is when you lay down close your eyes, and rest so you can get up in the morning and work and play," Rosalia said trying to explain the concept to her new filly.

"Sounds strange, how come?"Fillynocchio asked again still not understanding.

"Because my dear, all ponies go to sleep at night when they’re tired, and you'll need your rest for tomorrow," Rosalia replied

"Aw, but I'm not-" But before she could finish, Fillyocchio felt very sleepy and yawned again.

"See what I mean, dear? Now come to bed."

Obeying her mother, she climbed onto the bed again and laid on her back. Rosalia removed the filly's hat, pulled the blanket over her and tucked her in. Twinkle removed his hat and jacket, nestled down in his basket bed and fell asleep. Rosalia climbed into the bed and laid next to her daughter.

"Now close your eyes and go to sleep." She told her as she laid down next to her new foal. But Fillynocchio was still awake.

"Mommy?" Fillynocchio asked.

"Yes, honey?" Rosalia replied.

"Can I play outside tomorrow?"

"We'll see, dear, but right now, it's time to sleep."

"Ok, Mommy, can I tell you something?" Fillynocchio asked again.

"What is it dear?" Rosalia answered.

"I love you." She whispered moving closer to her mom and cuddling her, Rosalia was touch by the filly's affection and gave her a little nuzzle.

"I love you too, my little Fillynocchio." She whispered back as they both closed their eyes holding each other close and were soon fast asleep.

Author's Note

I decided not to make Luna talk medieval Shakespeare talk. And I'm using her old design from ep.2 of season 1.

Credit to Civviq Writer for helping me write this story and proof reading it.