The Adventures of Fillynocchio

by Lazbro64

Rating: everyone
Tags: Slice of Life, Crossover, Princess Luna, Original Character, My Little Pony: Friendship is Magic
Length: 14520

(Based on the stories and movies of Pinocchio and the tv show my little pony)

A lonely mare longing for a foal crafts a puppet pony out of wood and wishes for it to be a real filly. To her surprise her wish is granted by the princess of the night, and the wooden filly comes to life. Little Fillynocchio must learn right from wrong, and responsibility, and friendship in order to become a real pony.

Published 2015-01-13 03:40:03 UTC
Last updated 2015-02-19 12:45:53 UTC

Chapter-1 The lonely mare

Prologue

The story I'm about to tell takes place in the beautiful land of Equestria many centuries ago. Fifty years after the Lord of Chaos, Discord was defeated by the Princesses Luna and Celestia. With the evil tyrant gone, Equestria became a land of peace and harmony. While the elder sister ruled the day and slept through the night, her young sister ruled the night and would sometimes peek into her subjects dreams and often time could grant their dearest desires. Though she cared for all her subjects there was one pony she cared for the most. A very special little foal whom she watched over like a fairy god mare. This is that foals story. The story of Fillynocchio.

Chapter-1 The lonely Mare

Once upon a time in the beautiful land of Equestria, in the humble town of Trottingham, there lived a beautiful mare who was known by every pony as Rosalia. Those who knew her quite well referred to her as Rosy. She was a yellow pony with magenta colored eyes, a dark red mane and tail, a ribbon in her mane and a pink heart necklace around her neck. Her cutie mark was a picture of a hammer and chisel. This meant she was a carpenter pony. Her father, who had passed away several years ago was also a wood carpenter and taught her everything she knew. Naturally, being his only child, she continued her family's business by making and selling all kinds of things made of wood. Clocks, Tables, chairs, and bookshelves. She even made little toys and trinkets for all the little fillies and colts who came to visit her. And marionette puppets to sell to puppet shows. She was a very kindhearted and loving mare. All the young foals looked up to her as a second mother and would listen to her stories of pony knights in shining armor, and beautiful Princesses. Though Rosalia enjoyed making all the little ponies happy, she always dreamed of being a mother herself and having a filly or colt of her own. But she just wasn't good at love and relationships with many of the stallions in town. Though she lived by herself, she did have someone to keep her company. A small white rabbit named Twinkle. This little pet bunny was always by her side watching, helping, and keeping her company whenever she felt sad. Still Rosalia longed for the day she would finally become a proud mother and never gave up on her dream. On this day, she was working in her shop when she heard a knock at the front door. She laid her tools down, trotted out of the workshop, and over to the front door. She pushed the top part of the door open and standing outside was a white Pegasus mare. She had a green mane and tail, with cyan colored eyes and a flower cutie mark. She was wearing a sunbonnet with flowers on it atop her green mane.

"Good even Rosy dear." The white Pegasus mare greeted her with a cheerful smile.

"Oh, Hello Flora, what brings you here today?" Rosalia returned politely.

"I'm going to meet Violet at Cotton Candies Cafe, and thought you might like to join us." Flora replied asking her to accompany her. Rosalia was very surprised by this unexpected invitation, she rarely expected offerings to attend or spend time with her friends and mostly kept to her work, but today she felt like maybe she should take some time off.

"Well? Alright. Let me just close up and get ready." She trotted back into the house, put everything away, took off her apron, grabbed her saddle bag and headed for the door.

"Twinkle! Keep an eye on the house while I'm gone!" She instructed. The little rabbit stood up on his hind legs, raised his right paw and gave her a military salute. She smiled and trotted out the door and started walking side by side with her friend. Though Lily was a Pegasus she preferred to walk instead of flying. As they passed through the town, many ponies waved and greeted her so proudly. She was very well known to the ponies of Trottingham, especially the young fillies and colts.

"You certainly have a well-known reputation don't you?" said Flora.

"Oh, it's not like I'm a celebratory or anything, they just know me because of how friendly and talented I am." Rosalia replied feeling a little embarrassed by all the attention she was receiving from the other ponies.

Finally, they arrived at the cafe which was a large building shaped like fluffy pink cotton candy. Sitting on a patio outside at a table was a purple unicorn mare with a blue mane and purple colored eyes. She was dressed in a white fancy dress and matching hat with diamond earrings in her ears and golden bracelets around her front forelegs. It was clear to every pony that she very wealthy.

"Ah! Flora, Rosy, how splendid to see you both here dearies. Come, sit." She spoke to them in a high society sounding manner.

"Good day, Violet, and how are you this evening?" Rosalia asked sitting down next to the purple unicorn while Flora sat across from them.

"Oh, magnificent darling, and I'm so pleased to see you finally took some time off to join us," said Lady Violet.

Rosalia had known these two mares for a long time ever since they were young filly's. Violet was a rich, high class, and fashionista pony and made her profession making and selling fancy clothes and dressed for the ponies of Trottingham. Though she was very wealthy and well know amongst the higher society she never thought poorly of the lower class respectful to others rich or poor. Flora was no fancy well-dressed pony, she was a florist and ran a flower shop just a few blocks away. Though she didn't care much for the fashion or high society, she enjoyed spending time with her two good friends. Rosalia sat there listening to the two ponies gossiping while sipping tea and eating little carrot cupcakes.

"So how's the fashion business been?" Flora asked Violet.

"Oh, it's FABULOUS DARLING! I just sold ten dresses today and they were my latest designs," replied Lady Violet with excitement.

"Well, I just yesterday my tulips sprouted up. Five of them wore red, and three of them wore yellow," said Flora taking a bit of her cupcake.

"And what about you Rosy dear, how is your business been?" Lady Violet asked Rosalia who looked like she was lost in a daydream.

"Hellooo! Rosy!" said Flora, waving her hoof in front of her friends face trying to get her attention. Rosalia finally snapped out of her daze.

"Uh? Oh! I'm sorry. I was just a little tired that's all. I've been very busy making furniture and stuff I guess I'm just a little fatigued." She answered rubbing her eyes with her hooves.

"I'm actually surprised you took the time to come to join us, you're usually so busy you never take the time to see us." said Lady Violet.

"I'm sorry girls, I," But suddenly a little voice called out.

"Mommy!"

At that moment, a little green filly with a blue mane came up running over to where the mares were sitting.

"What is it, Jezebel?" said Flora as the filly trotted over to her.

"Look what I made," said little Jezebel. She was wearing a long stringed necklace made of red, blue, yellow, white, and pink flowers around her neck.

"How beautiful dear, did you make that all by yourself?" Flora asked.

"Yep! Isn't it pretty?" She asked looking to the other two mares.

"It's lovely darling!" Violet complemented. The little filly stood up and gave her mother a big hug. It seemed strange though, the filly was an earth pony but her mother was a Pegasus. But Rosalia remembered the foal's father was also an earth pony. Seeing this tender moment warmed Rosalia's heart. Then the foal turned to her.

"Hello, Miss Rose, how nice to see you," said Jezebel.

"It's nice to see you too, Jezebel dear," Rosalia replied. Just then she remembered something and reached into her saddlebag. "Here, I finished that wooden dragon doll you asked for." She took out a little wooden doll made to resemble a purple dragon with green spins on it's back. The filly trotted up to her, took the doll from her and smiled.

"Thank you so much, Miss Rose, I love it! Here, you can have my necklace." The filly was so happy with her new toy she took off her flower necklace and gave it to Rosalia.

"Oh! Why thank dear, it's lovely, I'm glad you like your toy." Rosalia thanked her placing the necklace around her neck. The sweet filly stood up and gave her a friendly hug to show her appreciation. Rosalia was very surprised by this act of kindness. Course, making children happy was something she was well known for.

"Oh, Jezebel, you're just a little sweetheart," said Lady Violet.

And so the little filly trotted off to play with her new toy.

"That daughter of yours is simply a star!" Lady Violet said to Flora.

"Yes, she's just like her father." Flora replied watching her daughter trotting away.

"My son is in Klompintown studying to be a well-mannered stallion. It seems like only yesterday he was a little colt. Running around getting and into all kinds of mischief," said Lady Violet remembering her son's childhood. Rosalia was happy for her friends as they were both proud mother's but felt a little jealous of them too.

"Poor Rosy, it must be hard being alone all these years and not having some pony to look after." said Lady Violet foolishly.

"VIOLET!" Flora scolded her knowing how sensitive their friend was about not having family or a foal.

"Oh, it's alright girls, I don't mind. I'm quite happy just making other ponies happy." She told them trying to hide her true feelings.

"Oh, Rosy, you're such a kind and generous pony, you deserve to have a filly or a colt of your own." said Flora trying to cheer her up.

"Thank you, Flora, maybe someday I will. One thing my father taught me, is to never give up on your hopes and dreams," said Rosalia proudly. The mares continued gossiping all through the day, till the sun started to set and the three parted ways.

end of chapter-1

Author's Note

I went back and fixed alot of grammer errors and mistakes so I hope the it looks better now.

All the characters in this story except for Luna and Celestia are owned by me.
credit to Civviq Writer for helping me with my grammer and mistakes.:twilightsmile:

Chapter-2 Rosalia's Puppet

Chapter-2 Rosalia's Puppet

Rosalia trotted back to her house thinking about the nice time she had with her two friends, especially that sweet little filly that gave her the beautiful flower neckline. But then she remembered what Lady Violet said about not having some pony to look after and it made her feel sad. When she finally returned to the house the little bunny, Twinkle hippy-hopped to the front door to welcome her back, but her neck was hunched down and with a sad frown on her face. She trotted into the living room and sat down on the coach. She glanced up at a picture of herself as little filly with a large brown stallion with a dark orange coat and brown mane wearing glasses.

“I miss you so much, father,” she sobbed. Tears started leaking from her eyes as she thought about what her friend said and how truly lonely she had been since her father passed away.

"Ever since I was a filly, I always dreamed of being mother and having my own foal to love and care for just as you raised me, but It's been twenty years and I don't have one while all my friends do! Why? WHY!?" She cried. Breaking down and confessing her true feelings. Her heart felt empty and broken. Ever since her father died she had never told any pony how she truly felt. Twinkle bunny felt very sad seeing her in such a miserable state. He jumped up on the couch and cuddled next to her trying to comfort her.

Rosalia cried for half an hour till finally fell asleep. As she slept, she dreamed she was sitting on a park bench reading a book. She tilted her head up and saw a young light brown filly with blue eyes and a little red bow tie around her neck playing with Twinkle bunny playing hide and seek around a big tree. The filly noticed Rosalia watching and waved to her.

"Mommy! Hi, Mommy!" The little pony called out to her with the bunny waving too. Rosalia smiled and waved back.

She watched her chase the little bunny all over the place laughing and having a wonderful time. Suddenly the vision faded as morning came and Rosalia awoke from her dream and saw the little bunny cuddled next to her. All through the day the image of the little pony, she saw in her dream stayed in her head. She got out a sketch pad and drew a rough sketch of the little filly in her dream. She thought for a long time, then an idea clicked in her head.

"Yes, I know just what I'm going to do!" She said determinedly. Twinkle watched as she grabbed her bag and trotted out the door.

"I know just the pony who can help me, Mister Cherry wood," Rosalia muttered as she trotted through the town. After a few blocks, she came upon a wood shop that belong to an old pony friend of her father. As she pushed the and walked inside a little bell above the door rang letting the owner know a custom had entered the shop.

"Hello? Mister Cherry! Are you here?" She called looking around at all the well-crafted tables, and shelves littered around. At that moment, a dark red stallion wearing carpenter clothes and glasses came into the room.

"Well, well! If it isn't Little Rose! How have you been my dear?" said the stallion in a friendly cheerful manner.

"Oh, fine I suppose?" She replied, trying not to look discouraged or nervous.

"So what brings you to me shop today?" Mister Cherry asked.

"I...I liked a some wood. A big piece of wood." She answered hesitating a bit.

"Oh, and what do you need some much wood for?" Replied Mister Cherry.

"I-I'd like to make a puppet, a puppet pony."

"A puppet? Are you going to sell it at a high price?" He questioned her.

"No, I-I'm making it for myself." She replied nervously.

"For yourself child?" Mister Cherry wood was rather surprised by what she said.

"Aha ha, you probably think I'm crazy," Rosalia chuckled taking a step back and rolling her eyes feeling very awkward. The old stallion trotted over and up his hoof around her.

"Rosy, I've known you since you wore a little foal. You're like a niece to me. I would never think you were crazy." He told her.

Rosalia breathed a sigh of relief and told him everything that had happened to her and why she wanted to build a puppet. Mister cherry rubbed his chin in his hoof and thought for a moment.

"I think I have just what you need? Wait here," He trotted back into the back room and two minutes later returned dragging a large and long piece of a pine wood. "Here you are! I was going to use this to make some fine set of table legs, but I think it more useful in constructing your wooden foal." Mr.Cherry chuckled.

"Oh my! I don't think I can carry that home by myself?" said Rosalia.

"Not to worry my child, I'll have my son's bring it to your house this evening." He told her.

"Thanks, Mr.Cherry, How much is it?"

"No charge my dear, consider it a gift." He insisted. Rosalia trotted over and gave him a friendly hug.

"That’s very generous of you, Mister Cherry, thanks a million times." Rosalia thanked him, sincerely.

After leaving the shop, she went into town to do some shopping. When she returned home around midday, she saw a large stick of wood sitting at her front door with a note that read...

To: Little Rose
From: Mister Cherry

Though the wood was long and heavy, she managed to drag it into her house and into her workshop. She put on her work apron, got out her tools, and looked at the drawing of the filly she dreamed about.

"I'm going to make this into a cute little puppet, Twinkle, and it'll look just like this." She said, pointing to the picture as the little rabbit scratched his head wondering how she was going to change that large stick of wood into a little wooden pony. Before she started, Rosalia thought for a moment what type of pony she make. An earth pony, a Unicorn, or a Pegasus?

"Yes, I'll make it a unicorn." She finally decided and went straight to work.

For five days, she spent carving, and shaping, making sure every single detail was perfect. Twinkle bunny watched every day as she concentrated shaping the body, legs, and head. Finally by the end of the sixth day her creation was finally complete. The puppet resembled a small filly of about 8 to 9 years of age like the drawing with the same light brown skin, and dark brown mane with a small thin horn sticking out of the top of its head. It had the same blue eyes, and red bow tie around its neck and on its head was a little yellow cap that belong to her father when he was young colt with a blue stripe and red feather nestled in it.

"We did it, Twinkle! She's all finished!" Rosalia cheered clapping her hooves. Twinkle hopped up and down with joy congratulating her for her hard work. "Now, what should I call you?" Rosalia stared at the lifeless wood foal, thinking hard about what to call it.

“Yes, I have the perfect name for you. Fillynocchio. What do you think, Twinkle?" She asked. The little bunny taught for a second but grinned and shook his head in disapproval. "No? Well then, why do we ask little wooden hooves?" said Rosalia standing up on her hind legs and placing her right hoof on the puppets head.

"Do you like your name dear?" She asked making the puppet nod its head up and down. "Well then it's settled, Fillynocchio it is," said Rosalia, making up her mind. Though Twinkle still didn't approve he decided to go along with it anyway.

"Just look at her, Twinkle, she almost looks like a real pony," Rosalia could just imagine herself trotted through the town with this adorable little pony trotting alongside her. “I can't wait to show her to all my friends."

Suddenly her clock struck ten o'clock and she realized it was late.

"Goodness look at time, we better get to bed," She said as the little bunny yawned and jumped down from the table and hopped out of the workshop. Rosalia stayed a few more seconds and smiled at the lifeless wooden pony. "Good-night, Fillynocchio, well see you tomorrow." She said happily trotting out of the room leaving the doll alone in the on the table.

end of chapter-2

Author's Note

I'll be using story elements from both the original book, and disney through out this story as well as a few original idea's.

Credit to CivviqWriter for helping.

Chapter-3 A wish granted

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.

Chapter-4 Trouble Maker

It was a beautiful morning in Equestria. The sun had just begun to rise and so had many of the animals. Little critters came out of their homes and birds went out of their nests to herald the day, chirping happily. Rosalia yawned and stretched as she arose.

"Ah! I had such a great dream last night..." She rubbed her eyes to get all the sleep out and looked around her. To her astonishment; the little wooden filly lay beside her!

"It... It wasn't a dream!" Rosalia laughed. "It... It was real! You are real."

She still couldn't believe her wish had come true. This little wooden filly was now her pride and joy, and she was her dear mother. She quickly crawled out of bed and trotted over to the other side where FIllynocchio was sleeping. She placed her hoof on her shoulder and shook her gently.

"Filly, Fillynocchio, it's time to wake up honey." She spoke softly. The wooden filly stirred and rolled over. She sat up, yawned, and slowly opened her eyes.

"Is...is it morning yet?" She asked rubbing the sleep from her eyes.

"It is dear, time to start our first day as a family," Rosalia replied.

Once Fillynocchio was fully awake, she jumped off the bed and trotted over to her mother. Rosalia placed the yellow cap on her head, and the filly gave her a hug. Twinkle heard them moving around and woke up.

"Ah! Well, good morning you two." He yawned and stretched his pawns.

"How did you sleep, Twinkle?" Rosalia asked. She still couldn't believe her little bunny assistant was now able talk.

"Pretty good, actually." Twinkle replied, putting on his little jacket and hat that Princess Luna had given him. He hopped over to the two ponies. Fillynocchio knelt down and nuzzled his face.

"Well now, how about I make breakfast for all of us?" Rosalia suggested.

"What's breakfast, mommy?" Fillynocchio asked. But before Rosalia could explain, Twinkle stepped in.

"You go Miss Rose; I'll explain to her." Twinkle offered, eager to begin his duty as Fillynocchio's conscience.

Twinkle took Fillynocchio into the living room and started explaining a few things to her while Rosalia made breakfast for everyone. A few minutes later they were all sitting at the kitchen table. Rosalia prepared some carrots, oats, and apple juice for herself and her new daughter. And for Twinkle she prepared some cucumbers and celery sticks.

"Alright everypony and bunny, dig in!" Rosalia chuckled.

"Thank you, Miss Rose," said Twinkle, biting into a slice of cucumber.

"Yes, thank you, mommy," Fillynocchio replied happily.

Rosalia took a seat and started eating her breakfast. As she and the bunny ate their food, Fillynocchio stared at her plate. She still wasn't sure how to eat.

"Fillynocchio, is something wrong dear? you haven't touched your breakfast." Rosalia asked, noticing the food still on the filly's plate.

"How do I get into my belly?" She asked looking at her mom.

"Like this honey," Rosalia picked up a piece carrot and demonstrated how to eat. Fillynocchio picked up a piece of carrot and tried to mimic her mom but couldn't seem to bit down.

"Mommy, it's not working," She said.

Rosalia could see her daughter was still having trouble eating and trotted over to her.

"Hmm, sweetie, open your mouth for mommy," Rosalia asked curiously, rubbing her chin with her hoof. Fillynocchio opened her mouth, and Rosalia looked inside. Now she could see what the problem was. There was no area in her mouth where food could go down and be digested. Rosalia thought since the Princess made her alive she had given her the ability to eat and breath, but it seemed that wasn't the case.

"Oh dear!" Rosalia felt worried.

"What's wrong mommy?" Fillynocchio asked.

"I'm sorry dear, but it seems you can't eat after all." Rosalia frowned sadly. She should've known that Fillynocchio couldn't eat like a normal filly since she was made out of wood. This also meant she couldn't do all things normal ponies could do. She'd have to remember that since she'd probably do other things different in the future.

"Is it because I'm not real?" Fillynocchio asked, frowning in disappointment.

"Yes, dear... But you are alive, and that's all that matters to me." Rosalia smiled, putting her hoof around her. Seeing her mom was happy, Fillynocchio forgot about being sad.

"Ok, mommy," Fillynocchio perked up and hugged her mom. As long as Rosalia was happy, she was happy too.

"Why don't you go play in the living room, while I finish my breakfast?" Rosalia suggested.

"Ok," Fillynocchio hopped out of her chair and trotted into the living room. Rosalia sat down and tried to finish her breakfast, but she still felt guitly.

"Are you okay, Rosalia?" Twinkle bunny asked.

"I should have thought about it before I gave her some food, Twinkle," Rosalia sighed. She was still new to being a mother, and she also had to deal with the fact that her daughter was different. "If I'm going to be a good mother to her, I have to make sure to consider her limitations to make life easier for her."

"Don't upset yourself, Rosalia. I'm sure you'll be a great mother. I'm always here if you need help," Twinkle said, doing his usual salute.

"Thank you, Twinkle, I know I can always count on you, my long-eared friend," Rosalia smiled.

~

After breakfast, Rosalia and Twinkle spent the rest of the morning playing with Fillynocchio and teaching her many things about the world and everything in it. She was very curious about new things and very eager to learn. She was also very energetic. Later in the afternoon there was a knock at the door.

"Hello? Rosie, it's Flora, are you home?"

Rosalia panicked. Flora may be her closest friend but she wasn't sure how she would react to seeing a walking, talking wooden marionette pony.

"Twinkle, take her into my bedroom while I talk with Flora!" She instructed him.

"Gotcha! Come Filly, let's go play in mom's room for a bit," said Twinkle trying to get her to follow him out of sight.

"Alright," Fillynocchio replied following him into the bedroom. Once they were out of sight, Rosalia answered the door.

"Oh! Hello Flora!" She said cheerfully.

"Rosey! We haven't seen you for over a week! What have you been doing all this time?" Flora asked.

"I'm sorry dear, I've been very busy on a very special project I didn't realize how much time had passed, " Rosalia explained, feeling a little guilty.

"Well, why don't you come with me to the café? Violet's already there and you can show us what you've been working on." Flora suggested. Rosalia hesitated.

"I can't! ...I-I mean, it's not quite ready yet. Why don't you go ahead without me, I'll meet you both there in a little while," she said nervously.

"Are you alright dear? you seem nervous," Flora asked curiously. She had known Rosalia for a long time and could always tell if she was hiding something or if something was bothering her.

"I'm fine dear; It's just that I want it to be a surprise. I know you're going to love it, especially little Jezebel," Rosalia with a smiled.

"Well alright, we'll see you at the café dear." And with that Flora trotted away as Rosalia closed the door, breathing a sigh of relief. After her friend had left, Rosalia walked into her bedroom and found her daughter on the bed with the bunny looking at a picture book. When she walked in, the filly jumped off the bed and trotted over to her.

"Who were you talking to, Mommy?" Fillynocchio asked curiously. Rosalia hesitated for a moment. She still wasn't sure what everypony in town would think of her, but she knew she couldn't keep her hidden from the outside world either.

"Fillynocchio dear, would you like to come outside with mommy, I'm going to meet some friends of mine and I think they would really like to meet you." she told her daughter.

"Oh! Yes, yes, yes! I want to go outside and see all the amazing things and meet all the ponies!" Fillynocchio cheered hopping up and down with excitement.

"OK, OK, settle down dear, let's get ready to go," Rosalia went to get her saddle bag and prepared to take her new filly out in the world for the first time.

"Aren't you coming too, Twinkle?" Fillynocchio asked looking back at the little bunny.

"Nah, I think your mom can handle you on her own for a while. Besides, someone's got to stay and look after the house," Twinkle replied.

"Thank you, Twinkle, we'll be back later in the evening," Rosalia told him. She opened the door and led her new filly out into the world.

As they walked through the town on their way to meet Flora and Violet, a few ponies standing around and passing by stared at them in amazement. Rosalia felt a bit nervous. She knew ponies weren't used to see wooden marionette's moving by themselves. Fillynocchio was too distracted by all the new and wonderful sights around her. Her eyes were filled with curiosity and excitement.

"Wow! Look at that! What's that? Ooh, look at that!" She said, looking around, barely able to contain herself. Suddenly she started trotting faster, and before Rosalia could react the filly took off running into the crowd as fast as she could.

"Fillynocchio stop! Come back here!" Rosalia shouted chasing after her, but the wooden filly was so quick she could barely keep up and before she knew it, she had disappeared into the crowd.

"Oh no! Where did she go? Fillynocchiooo!!" Rosalia started to worry, how could she lose her so easily? She trotted into the market square looking everywhere, but she didn't see the wooden filly anywhere. Maybe she should have brought Twinkle along after all.

"Excuse me sir, did you see a little wooden pony run by here?" She asked a passing stallion, but he hadn't seen her. Rosalia trotted on, searching and searching, when suddenly she heard a loud crash. She hurried to the direction she heard the noise from and saw a stall with wooden shelves knocked over and broken dishes everywhere. She trotted up to an orange mare cleaning up the mess and asked her what happened.

"A young foal wearing a yellow hat knocked over by display and took off running!" said the angry mare as she picked up the broke plates.

"Oh my goodness, I'm so terribly sorry ma'am!" Rosalia took off in the direction the mare pointed. Suddenly she heard another crash and this time followed by an angry voice.

"Stop thief! That filly just stole an apple from me!" When she arrived she saw, a fruit stand toppled over with apples, oranges, and pears scattered all over the place.

"Oh no! I'm very sorry sir!" She apologized again, hurrying along, fearing what might happen next. Then, from the corner of her eye she spotted the wooden filly hurrying along with an apple in her mouth slipping past several ponies exiting the market.

"Fillynocchio stop right there!" Rosalia shouted stomping her right hoof. Fillynocchio froze in her tracks, turned around and saw her mother standing just a few feet away.

"You come here this instant!" She demanded stomping her hoof again. The wooden filly trotted over to her and was frightened by the angry look on her face. When Rosalia saw the apple in her mouth, she was very displeased.

"Drop it!" She ordered her as the filly opened her mouth releasing the apple she took. "Just look what at what you've done!" She said pointing to all fallen stands and broken things that she caused

"You are in BIG trouble little filly, when I tell you not to do something I expect you to listen, do you hear me!" She scolded her fiercely.

Fillynocchio felt frightened by her mother's angry.

“I-I'm sorry!" She started crying. Even though she couldn't produce any tears, her wailing was so loud every pony in town could hear her for miles away. Rosalia realized she had been too harsh on her, and put her hooves around her.

"Now, now, please don't cry, I'm sorry for yelling at you like that," she said trying to make her stop crying. After a few minutes, the filly finally started to settle down.

"Listen sweetheart, you mustn't run off like that and you shouldn't take things without asking, do you understand dear?" She spoke softly trying to explain to her filly the consequences of her misbehavior. Fillynocchio felt very ashamed of what she did and making her mother so angry.

"Y-yes mommy, I promise to be good and listen you from now on." She sobbed hugging her mom.

Once they had reached a common ground, Rosalia took Fillynocchio back into the market. She made her return the apple she had stolen and apologize to all the ponies for the trouble she had caused. Rosalia offered to pay for the damage, but when she explained that the filly didn't know any better and she had just become a mom, the ponies decided to let them off just this once. Rosalia was very grateful for the ponies for being so understanding and hoped no more accidents would occur as they continued to their destination.

end of chapter-4

Author's Note

Civviq writer is doing a great job helping write this story. And I hope you all enjoy it as well.

Chapter-5 Making a friend

After the trouble in the market was resolved, Rosalia and Fillynocchio continued on their way to meet Flora and Violet at Cotton Candy's Cafe. Fillynocchio trotted slowly beside her mother with her head tilted down. She felt awful about what she did and making her mother angry.

"Mommy, are you still mad at me for being bad?" She asked nervously.

Rosalia looked at her and sighed.
"It's alright dear; I'm not mad anymore. But from now on, you listen to me. Alright?" Rosalia said calmly.

"Yes mommy," Fillynocchio answered, nodding her head and smiling.

At last they arrived at the cafe. Sitting at one of the tables were Violet and Flora. Rosalia felt a bit nervous about introducing Fillynocchio to them. She still wasn't sure how they would react to seeing a wooden pony that could move and talk on its own. Then she got an idea.

"Here sweetie, climb on my back," Rosalia said kneeling down.

"But why?" Fillynocchio asked curiously.

"I don't want them to see you just yet. I'd like to surprise them." She explained. Though Fillynocchio still didn't understand, she climbed up her mom's back.

"Good, now keep perfectly still and don't move or speak until I tell you to, Ok?" She instructed her.

"OK mommy," Fillynochio replied giggling a bit as she laid her head down and pretended to be a lifeless.

Rosalia stood up, took a deep breath, and thought about how she would do this. Once she was ready, she trotted casually over to the two mares.

"Flora! Violet! I'm here!" She called to them. Flora and Violet both turned their heads and saw her approaching.

"There you are Darling! We were worried about you!" Lady Violet spoke loudly with relief.

"What took you so long? We thought you weren't going to show up," said Flora.

"Sorry girls, I had a bit of trouble finishing my surprise. But it's finally done, and I know you're going to love it," Rosalia said glancing back at the little filly riding on her back hoping they didn't notice her.

"So what is this surprise Flora told me about? What have you been working on for so long that's so important you couldn't take the time to visit us?" Lady Violet asked with anticipation.

"Yes dear, show us what you've been making." Flora insisted.

"OK, here it is!" She turned to the side and showed them the wooden filly laying on her back. The mares weren't as surprised by what they saw as they had seen her make puppets like this before.

"A Puppet? That's what you've been working on all this time?" asked Lady Violet sounding unimpressed.

"It's lovely dear, but I don't know what makes it so special from all the other puppets you've made," said Flora.

"Hehe, oh, I think you girls will be pretty surprised when you see what this little one can do," Rosalia giggled. The two mares looked at her strangely.

"Alright, here goes!"

Rosalia turned her head around and whispered into the fillies hear. She kneeled down, and the wooden filly sprang to life. She jumped into the air and landed as gracefully as a wooden pony could on her mother's back. One forehoof stretched out in the air in front of her, and a hind leg helped her balance. She lifted her head, proud, while her mother smiled at her and glanced sideways at her friends, not knowing what to expect. Flora and Violet's mouths hung open, and their eyes widened as they saw the wooden filly moving on its own.

"It-it's moving by itself!" Lady Violet gasped nearly fainting.

"H-How is this possible? There are no strings or magic controlling it!" Flora stared in disbelief. Fillynocchio jumped down, and Rosalia stood up.

"Girls, I'd like you to meet my new daughter, Fillynocchio," Rosalia introduced her, "Filly, say hello to Aunt Violet and Aunt Flora."

"Hello, I'm Fillynocchio. It's very nice to meet you," She said happily and proudly.

"IT TALKS!" Lady Violet shrieked when she saw the wooden pony moving its mouth and speaking without Rosalia saying a word.

"Rosy! Is this some joke you’re playing on us?" Flora asked, thinking it might have been some kind of trick her friend was playing to scare them.

"It's no trick girls; she's alive. I made her, and she came to life and now she's my little filly," Rosalia explained lowering head down and nuzzling the wooden fillies face. "Isn't she wonderful?"

"She's...she's?" Lady Violet stuttered still not sure if this was real or not.

"Aw! She's adorable!" Flora finally spoke up and smiled with glee. Violet turned her head and looked at her. Flora stared back and hinted her to be polite.

"Uh... Oh yes, she's adorable! Congratulations darling, we're so happy for you." Lady Violet cheered happily for her friend after hearing that she just became a mother. Rosalia breathed a sigh of relief.

"Come here sweetheart, let Auntie Violet have a look at you," Lady Violet asked. Fillynocchio left a bit shy and hid behind her mom. Rosalia looked back at her.

"It’s ok honey, don't be shy," Rosalia assured her that it was ok. Fillynocchio trotted over to the purple unicorn. She stood up on her hind legs and laid her front legs in Violet's lap.

"It's very nice to meet you, Fillynocchio darling," said Lady Violet politely. Fillynocchio stared curiously up at the purple pony.

"What kind of pony are you?" Fillynocchio asked tilting her head. Rosalia had not yet explained to her the different races of ponies.

"I'm a unicorn dearie, see the horn on my head?" She explained showing her long purple horn to the young filly.

"Oooh! I have a horn too, see?" Fillynocchio replied lowering her head and patting her tiny wooden horn with her hoof.

"Indeed you do. So your mommy made you a unicorn? Wonderful choice dear," Lady Violet complimented proudly. Fillynocchio then went over to see the white Pegasus.

"What kind of pony are you?" she asked Flora.

"I'm a Pegasus dear, see my wings?" said Flora spreading her wings and flapping them a bit.

"I'm sorry girls, she just came to life last night, and she's like a newborn right now," Rosalia told them.

"She's very lovely Rosy, but how exactly did you make her alive?" Flora asked. Rosalia and Fillynocchio both sat down and told them how everything that happened last night.

"NO WAY! Princess Celestia's sister was in your house last night!" Lady Violet gasped.

"Well, I was sleeping the whole time, so I don't know how it happened. But that's what Filly and Twinkle Bunny told me," Rosalia explained, "At first I thought I was dreaming but then I realized this little miracle was real."

"Princess Luna said that if I'm good and learn right from wrong then I'll become a real pony," Fillynocchio told them.

"Well, Luna is the princess of the night, and it was very kind of her to grant you your wish, Rosy." Flora smiled.

"But Rosy, are you sure you're ready for this, dear? Being a mother, I mean," Violet asked, concerned for her friend.

"Well, I did have a bit of trouble with her before we got here, but I'm sure I'll be able to manage it, and I have Twinkle to help me," Rosalia replied. Just then, Jezebel came running towards them.

"Mommy! Mommy!" The filly called out. Fillynocchio leaned over the table trying to see as the little mint colored pony approached her mom.

"What is it honey?" Flora turned to her daughter.

"Here mommy, I made this one for you," Jezebel handed her a little bracelet made of tiny flowers.

"That's wonderful darling, thank you so much." Flora replied patting the fillies head with her hoof. Jezebel noticed Rosalia and trotted over to her where she was sitting.

"Hello, Miss Rose, and how have you been?" She asked happily.

"I've been fine dear, in fact I have something very special to show you." said Rosalia glancing over at Fillynocchio.

"Really? What is it?" Jezebel asked with excitement.

"Close your eyes dearie," Rosalia told her. Jezebel did as she was told and giggled with anticipation.

"Filly dear, come here and meet Jezebel," Rosalia told her daughter. The wooden filly jumped down from her chair and trotted over to where Jezebel was standing.

"Ok dear, you can look now," Rosalia announced.
When Jezebel opened her eyes and saw the wooden filly standing in front of her, she gasped and jumped back in surprise.

"Hello, I'm Fillynocchio, are you Jezebel?" She asked, smiling curiously.

"WOW! You made a puppet pony that can move and talk? That's so cool!" Jezebel cheered with excitement, "Yes, I'm Jezebel, nice to meet you, Fillynocchio."
Jezebel raised her hoof and shook the wooden fillies hoof. The two foals seemed to like each other.

"Aw! They look so cute together," Flora smiled.

"Hey, do you want to come play with me?" Jezebel asked.

"Mommy, can I go play with her?" Fillynocchio asked turning to her mother.

"Of course you can sweetie, just don't wander off too far," Rosalia told her.

"And Jezebel, you keep an eye on her, alright?" Flora instructed her daughter.

"OK Mommy, come on Fillynocchio, I'll show you the playground," said Jezebel pulling her along. The two foals trotted off laughing and chasing each other. The mares watched till they couldn't see them anymore.

"That was very kind of you Rosy, now Jezebel has a little friend to play with," said Flora.

"I knew she would like her," Rosalia replied with a smile.
Meanwhile, the foals were trotting along together on their way to the playground. Jezebel still couldn't believe that Fillynocchio was alive and able to move and talk all by herself.

"So Fillynocchio, how are you able to move and talk without any strings or magic?" Jezebel asked her.

"Mommy wished for me to be alive, so Princess Luna came and used her magic to make me alive. And she said if I learned right from wrong I'll become a real pony," she explained to her new friend.

"That's amazing! Not only are you alive, you got to meet one of the princesses, that's super cool!" Jezebel felt a little jealous that the wooden pony got to meet Celestia's younger sister. But she was glad to have her as a new friend.

Finally, they arrived at the playground. There was a sliding board, a seesaw, and a swingset. But there were no other colts or fillies around so the fillies had the entire playground to themselves. For the next half hour, the foals were having so much fun playing together. They took turns pushing each other on the swings and Jezebel taught her lots of fun games.

"Hehe, I like you, Jezebel," Fillynocchio giggled.

"I like you too, Fillynocchio, let's you and me be bestest friends," Jezebel suggested.
“Yes!" Fillynocchio nodded gleefully. "Let's be best friends."

"Well, we'll need a special greeting, then," Jezebel thought.

"Like what?" Fillynocchio asked. Jezebel thought for a moment, then got an idea.

"I know, let's use the sunshine rhythm," said Jezebel.

"Sunshine rhythm? What's that?" Fillynocchio asked her. Jezebel stood up and showed her how to do the rhythm she learned at school.

"Like this. Sunshine, Sunshine," she chanted, hopping from one hoof to another.

"Ladybugs awake," she crouched low and put her hooves over her eyes and took them off again.

"Clap your hooves," She set up and did a clapping motion with her hoof in the air.

"And do a little shake!" Then, she stood tall and shook her flanks. Fillynocchio clapped her hooves, applauding her friend.

"Now let's try it together," Jezebel told her.

"Ok,"

It took Fillynocchio a few tries to memorize the words and the movements but eventually she got everything right.

"Sunshine Sunshine, ladybugs awake, clap your hooves and do a little shake!" They chanted together pulling off the dance perfectly. They burst out laughing and embraced each other with a hug.

"From this day on, you and me are best friends forever," said Jezebel.

"Best friends forever," Fillynocchio cheered happily.

After a while, the sun had started to set. They headed back to the cafe where their mom's were waiting to take them home. Fillynocchio said goodbye to her new friend and promised they would meet again tomorrow. On the way home, Fillynocchio told Rosalia how much fun she had with Jezebel and couldn't wait to see her again. Rosalia was glad her daughter made a friend and hoped she would make many more in the future.

Author's Note

Civviq and I thought it would be cute if they did the Sunshine rhyme that Twilight and Cadence used to do as a way of greeting each other. :twilightsmile:

Chapter 6 the Shady Stallions

Two weeks had passed since Fillynocchio was brought to life. Rosalia was very happy that she finally had a foal of her own to love and take care of. Though Fillynocchio was still a wooden puppet and couldn't do things normal ponies could do, she never let her limitations bother her. Rosalia used a spare storage room to make a bedroom for her so she could have her own room to sleep in and a place to keep her things. Twinkle Bunny moved his basket bed into Fillynocchio's room so he could watch over her and keep her company. As her conscience, it was his responsibility to make sure she behaved and stayed out of trouble. He had done his best to help Rosalia instruct her the ways of right and wrong, and so far she was doing very well.

Fillynocchio had become very close friends with Flora's daughter, Jezebel. She visited them every day after school and even offered to watch over Fillynocchio when Rosalia and Twinkle weren't around. Rosalia was glad to see how well her new daughter was adjusting to being alive, but still worried how the rest of the Trottingham townsponies would think of her.Only a few ponies had seen her. Though they were kind and understanding, she feared others in Equestria might not like her or that greedy people might try and steal her away because she was a living puppet. Still, Fillynocchio was happy, and everything was perfect. One day, Jezebel stopped by after school. She went to play with Fillynocchio in her room while Rosalia was working in her shop.

"Hey, Jezebel?" Fillynocchio asked her friend. "What's this place you go every day called school like?"

"Oh, well, it's where little colts and fillies go to learn," Jezebel started to explain, "Our teacher, Miss Honey Blossom, is very nice and she teaches us things like math, spelling, reading, and writing, and about the history of Equestria."

Fillynocchio was very interested in this place called school and wanted to know more.

"Do you meet other ponies and make friends with them?" She asked curiously.

"Yes, I have lots of friends at school, and we all play together at recess," Jezebel replied.

"Wow, this school place sounds like fun," Fillynocchio thought, "Do you think maybe I could go to school too?"

Twinkle bunny was sitting on the bed watching and was thinking the same thing.

"Ya know kiddo, that's not a bad idea," said Twinkle hopping down off the bed, "Your mom and I can't teach you everything, and going to school will help you learn how to be a real pony."

When Fillynocchio heard this, she stood up straight and nodded.

"Then I made up my mind," she said determinedly, "I want to go to school to learn to be a real pony."

Twinkle was very proud of the wooden filly´s determination but wasn't sure if Rosalia would agree with her.

"We'll have to ask your mother if she thinks it's a good idea, Fillynocchio," said Twinkle.

The fillies and the bunny left the bedroom and walked into the workshop. Jezebel had never been in here before and was fascinated by all the wooden toys and puppets littered around the room. Rosalia was busy working on making some puppets for a traveling puppet show that was in town when the foals came into the shop.

"Mommy! Mommy!" Fillynocchio shouted excitedly. Rosalia stopped what she was doing and turned to her daughter and her friend.

"What is it, Fillynocchio, sweetie?" Rosalia answered kindly.

"Mommy, is it ok if I go to school with Jezebel?" Fillynocchio asked politely. Rosalia was very surprised by her daughter's request.

"You-you want to go to school?" She replied nervously.

"Uh-huh, I want to learn math, spelling, reading and history, so I can become a real pony and make lots of friends," Fillynocchio explained to her. Twinkle noticed that Rosalia was worried about the idea of her daughter going to school and stepped in.

"If I may, Miss Rose," said Twinkle hopping onto the table, "I think it would be a good idea if she got an education and socialized with other ponies her age."

"But, Twinkle, she's..." Rosalia didn't want to say anything while Fillynocchio was around fearing she might upset her.

"I understand that you're worried about her because she's different, but she can't stay here all the time. She needs to be treated like every other pony in Equestria."

“Twinkle is right, Miss Rose," Jezebel agreed, "I'm sure all the other colts and fillies will love her. And I can look after her and make sure nopony is mean or hurts her."

Rosalia looked at Jezebel and the bunny, and then looked at her Fillynocchio. Though she was concerned for her daughter's' well-being, she knew they were right. She couldn't teach her everything herself, and that she needed to socialize to be accepted by the rest of the town and Equestria. Rosalia thought about it for a minute. Then, breathed calmly and turned to her daughter.

"Alright, you can go to school," She replied with a smile.

"YIPPEE! Yeah!" Fillynocchio cheered and hopped around the workshop like the happy little filly she was, "Thank you, Mommy! You're the best mommy in all of Equestria!"

The wooden filly ran over and hugged her mother's foreleg. Rosalia smiled and placed her other foreleg on her daughter’s back returning the hug. Jezebel was happy too. Now she and Fillynocchio could come to school with her and they could learn and play together every day. Twinkle was very proud of the wooden filly. His duty of being her conscience was paying off, and she seemed to be on the right track. He only hoped she wouldn't stray off that path.

Later that evening, Rosalia went into town to buy some school supplies for Fillynocchio's first day of school. The shopkeepers were very kind to her and told her how lucky she was to have been blessed with a special little foal like her. She was glad these ponies didn't treat her daughter differently because of her appearance. On the way home, she thought back to the night when Princess Luna brought Fillynocchio to life, and how much she had changed her life. She was no longer a sad, lonely mare, but a proud mother.

"Thank you, princess of the night, for gifting me with such a sweet little foal," she said happily and proudly.

The next morning some bells in the chapel were ringing, and everypony in town was out and about. All the little colts and fillies were laughing and shouting as they hurried along to school. Rosalia and Fillynocchio were up bright an early. Rosalia packed her a little saddlebag with a big green spelling book and utensils for her first day of school. Fillynocchio bounced around with the house playfully, barely able to contain her excitement. Once Rosalia got her to calm down, she placed the saddlebag on the wooden filly’s back, adjusted her hat and fixed her bow tie, making sure she looked presentable.

"Here, Fillynocchio, give this apple to your teacher, Miss Honey Blossom," said Rosalia, picking up a shiny red apple with mouth.

"Ok, Mommy," The wooden filly took the apple from her mom with her mouth and stuffed it into her saddlebag. As they walked to the door, she noticed Twinkle bunny wasn't around.

"Wait! Where's Twinkle?" Fillynocchio asked looking around for her furry companion, "I thought he said he was going to come to school with me and help me learn."

"He was up last night helping me with a big order for a puppet show in town, and we got to bed later than usual. Once he wakes up, I'll send him to check up on you. Now you'd better hurry, or you're going to be late," Rosalia told her.

Fillynocchio gave her mother a hug and kiss, and started trotting happily away to school.

"Bye, Mommy!" She stopped and shouted waving her left foreleg in the air.

"Goodbye sweetheart! Have a good day at school!" Rosalia smiled and waved back. She watched her until she was out of sight then trotting cheerfully back into the house. As Fillynocchio was trotting happily along, she spotted her friend Jezebel and ran towards her.

"Jezebel!" She shouted to her friend.

"Fillynocchio!"

When the two fillies met, they greeted each other like they always did with their special song and dance.

"Sunshine, sunshine. Ladybugs awake! Clap your hooves and do a little shake!" They laughed and hugged each other.

"So, are you ready for to go to school, Fillynocchio?" Jezebel asked her friend.

"Yup! I'm ready to learn and make lots of friends so I can become a real pony like you," Fillynocchio cheered happily jumping up and down with excitement.

"Alright then, let's go! I can wait to introduce you to everypony,"

Jezebel led the way as they trotted side-by-side through the town on the path that led to the school house. Farther away ahead, two tall yellow stallions were trotting casually along. They both had short red and white manes and tails. They wore light brown derby hats on their heads and a red and white striped vest with blue bow ties. They were Unicorns. One had a red mustache and his cutie mark was a dollar symbol. The other stallion's cutie mark was a wagon wheel. They were pulling a large wooden cart with a sign that read: "The Wheel and Deal brothers"

"Here we are, brother, Trottingham! The town of opportunity!" said Wheel to his brother, lifting his right foreleg in the air.

"You say that every time we enter and new town, brother," replied Deal, not feeling as opportunistic as his sibling.

"Yes, but this time I can feel it, Brother! This town is filled with ponies to swindle, and soon we'll make it BIG!"

"If you say so, brother," Deal said rolling his eyes.

"I do say so, brother," Wheel boasted.

Just then, a group of colts and fillies came galloping past the two brothers, shouting and laughing, making their way to school.

"Look at them, brother, all those little colts and fillies hurrying along to school. Tiny minds rushing to the fountain of knowledge. Ha!" Wheel laughed, "What has school ever done for us?"

"We were always skipping school and swindling other ponies, and that's why mum kicked us out for following in dad's hoof steps. And look where that got us, we’re broke!" Deal replied.

"I'm telling you, brother; this is the town where we're going to make it big! And with our latest scheme we'll..."

Suddenly something caught Wheel's attention. Hanging on the side of a wall was a large poster with a picture of a large creature that looked like a blue bull. However, he was standing on his hind legs and had hands instead of hooves. He wore a big green coat with a white shirt, a red tie and a big top hat. There were pictures of marionettes dancing on a stage and above them it read: "The magnificent Strombully’s traveling puppet show'.

"Well, well, look who it is, brother!" said Wheel pointing his left hoof to the poster.

"It's our of pal, Strombully the Minotaur! That old rascal!" Deal chuckled.

"Remember the time I tried to pass you off as a puppet by tying strings on you?" Wheel asked.

"Oh yes, we nearly pulled one over on the old gypsy that time, brother!” They both laughed hysterically as the continued along.

At that moment, Fillynocchio and Jezebel came around the corner and were heading straight towards them.

"Good morning!" The fillies chanted as they passed the two stallions.

"Good morning, little fillies!" Wheel replied as they trotted by. Suddenly realizing what had just passed by, the brother spun their heads around and looked back.

"Brother! Did you just see that?" Wheel gasped.

"A wooden filly!" Deal replied.

They unhooked themselves from their wagon and ran after them. They ducked behind a corner and poked their head outs. They were both astonished when they saw Fillynocchio trotting away with her friend.

"I-I can't believe what I'm seeing right now, brother!" said Wheel.

"A living puppet that can move and talk without strings or unicorn magic to operate it!" Deal replied. Suddenly Wheel got a greedy idea.

"You see brother? I told you there was opportunity in this town! That little wooden foal is worth a fortune!" said wheel.

"I think you might on to something this time, brother," Deal agreed with his brother. "All we have to do is sell her off to the right purchaser, but who?"

The brothers pondered for a few seconds then remembered the poster they saw.

"That's it! Strombulli! A living puppet would be perfect for his show and would certainly bring big crowds. We pawn her off to him and well make out like bandits!" Wheel explained.

"But brother, how do we get our hoofs on her? If she's alive she can probably think for herself," Deal asked.

"Just leave it to me, brother. Persuading ponies is my special talent you know," Wheel boasted and grinned. "Quickly, brother! Let's get ahead of them!"

The brothers ran after the foals and managed to get ahead of them without being seen. They stopped hind a wall and poked their heads out. When they saw the girls approaching they grinned wickedly and pulled their head in.

"Here they come, brother, now just follow my lead," Wheel whispered putting his plan into motion.

"I'll follow you, brother," replied Deal. He knew what his brother was planning.

Wheel turned around and pretended to be having a normal conversation with his brother acting like nothing was going on. As the fillies approach, Wheel stuck his left back leg out from behind the wall. Fillynocchio tripped over him and fell to the ground making a loud wood clattering sound. Jezebel tripped too and fell on top of her friend.

"OH Goodness! How terribly clumsy of me!" Shouted wheel trotting over to Fillynocchio and helping her up, "I'm terribly sorry my dears, I didn't see you coming!"

"Please forgive my clumsy brother little ones, neither of you are hurt are you?" asked Deal as he helped Jezebel up.

"I'm alright Sirs, said Fillynocchio, adjusting her heat that had fallen over her face, "Are you okay, Jezebel?"

"Ya, I'm alright," Jezebel replied fixing her ribbon.

"Oh that's splendid news, right brother?" Wheel breathed a sigh of relief.

"Indeed brother," Deal agreed nodding his head.

"Hey, I don't think I've seen you two ponies around here before?" said Jezebel.

"Ahem, allow us to introduce ourselves my dear fillies. He's Wheel," said Deal pointing to his brother.

"He's Deal," said Wheel mimicking his brother.

"We're the world famous-Wheel and Deal Brothers!" They chanted as they stood proudly on their hind legs back-to-back with their fore hooves tipping their hats.

"The Wheel and Deal Brothers?" Fillynocchio asked looking at Jezebel. She lifted her right hoof and looked at her, confused. Clearly she had never heard of them.

"We're travelling sales ponies," said Wheel, bowing, and lifted his hat.

"We travel Equestria and sell things to ponies," Deal finished the sentence bowing and lifting his hat as well.

"That's very nice, but we don't have time to talk. Come on, Fillynocchio, we're going to be late!" said Jezebel trying pull her friend along.

"Ok," She replied.

The foals tried to continue on their way to school when Wheel leaped in front of them preventing them from leaving.

"Forgive us for holding you up, but where are you two off to in such a hurry?" Wheel asked.

"My friend and me are going to school," Fillynocchio told them, "I'm going to learn and make lots of friends so I become a real pony."

"School eh, why, of course. But you know there's always the easy road to success," said Wheel.

"The easy road to success, what's that?" Fillynocchio asked curiously.

"Why I'm speaking my little pony, of the theater! Bright lights, music, and the applause from many ponies," Wheel explained kneeling down trying to persuade her.

"It's the opportunity of a lifetime, my dear! You can sing and dance on stage while the crowds cheer for you. You'd be a star!" said Deal.

"A star?" Fillynocchio asked, becoming interested.

"Exactly! And with that personality, the profile, and physique. She's natural born actor, right brother?" asked Wheel winking.

"Indeed, brother," Deal agreed.

"Wow, I'd really like to go to the theater and sing and dance for everypony!" said Fillynocchio with excitement.

"But Fillynocchio, I thought you wanted to go to school," said Jezebel reminding her of their original destination.

"Aw, but I want to be a star and perform for everypony," Fillynocchio complained. Jezebel wasn't sure about this idea, but hated seeing her friend sad.

"Ok, then." She agreed.

"Yeah! I'm going to be a star!" Fillynocchio cheered happily.

"You made the right choice, my little pony," said Wheel, "Why I can see your name in light six feet high! Wait! What's your name again?"

"Fillynocchio," She replied.

"FILLYNOCCHIO! F-I-L-L-E eh, C-O...uh? Wait! That's not.." Wheel scratched his head not sure how to spell her name.

"Nevermind it. Come with us my dear, we'll show you to the theater," said Deal holding out his left hoof.

"OK, come on, Jezebel, let's go!" Fillynocchio cheered happily pulling her friend along.

"Fillynocchio, I have to go to school," said Jezebel.

"Please come with me!" Fillynocchio begged her, "I don't want to go alone, and I want you there to cheer for me."

Normally Jezebel wouldn't consider skipping school. But she also remembered that she promised to keep an eye on Fillynocchio when her mother and Twinkle weren't around.

"Well...Ok, I'll come with you," She finally agreed.

"Is it ok, if my friend comes too? I want her to see perform," Fillynocchio asked Wheel and Deal.

"I don't see why not, do you brother?" Wheel asked.

“Not at all, brother the more, the merrier I say," Deal nodded.

"Come my little ponies! To the theater!"

The foals happily followed the brothers as the led them away from school and towards Strombulli's puppet theater. Meanwhile, Twinkle bunny was running through the town on all our legs in a big hurry.
“I can't believe I overslept! Fine conscience I am!" He huffed and puffed as he raced through the streets, "Hopefully, Fillynocchio got to school on time and didn't get into any trouble,"

As he stopped to catch his breath, two yellow stallions passed came around the corner. It were the Wheel and Deal brothers. He was about to continue on his way when he turned around and saw two fillies trotting alongside them, heading away from school.

"Fillynocchio and Jezebel! Where are those foals going with those stallions?" Twinkle sensed they were heading for trouble and hopped after them. He had to get them away from those shady ponies and to school. He managed to get ahead of them, and as they approached he picked up two small rocks and throw them at Wheel and Deal. Both rocks hit them in the face, and they stopped.

"Hey! What did you throw a rock at me for?" Wheel said in anger.

"I didn't throw a rock, you threw one at me!" Deal yelled back.

"No, you threw it at me!"

"Did not!"

"Did too!"

While the brother argued with each other, Twinkle ducked behind an alley and called to Fillynocchio and Jezebel.

"Psst! Girls! over here!" He whispered. The foals saw him waving and followed him into the alley.

"Twinkle, what are you doing here?" Fillynocchio asked him.

"What am I doing here? I'm the one who should be asking you what you and Jezebel are doing with those two shady creeps," Twinkle asked folding his paws and looking angry.

"I'm going to be a star at Strombulli's puppet theater," Fillynocchio explained to him.

"Now hold on there, kiddo! Remember what I told you before about temptations?" Twinkled reminded her.

"Uh-huh," she nodded.

"Well, that's them!" Twinkle pointed to the two stallions still arguing with each other.

"That's not their names, Twinkle! That's Mister Wheel and Mister Deal," Fillynocchio and Jezebel laughed.

"That's not what I meant!" said Twinkle putting his paw over his face.

Wheel and Deal finally stopped arguing when they realized the girls had vanished.

"Great! Now our Goldmine has wondered off!" Wheel yelled in fustigation.

"They couldn't have gone too far, brother," said Deal as they started looking around for them. While they were searching, Twinkle still talking with the girls.

“Alright, Filly, here's what we'll do,” Twinkle instructed her, "You tell those ponies out there that you can't go to the theater. You’re sorry but you and Jezebel have to go to school. And remember to be polite."

"Ok, Twinkle," Fillynocchio replied happily. Just then, they heard the brother calling for them. Twinkle hide behind a wooden barrel.

"Fillynocchio! Where are you, dear?" Wheel called out.

"Here they come, now you go tell them," Twinkle told her. The spotted them as they emerged from the alley.

"There you are my dears, we were afraid you'd gotten lost, now where were we?" Said wheel.

"On to the theater!" Deal cheered raising his left hoof.

Twinkle poked his head out and lifted his hat hoping to hear Fillynocchio tell them what he had told her to say.

"Bye, Twinkle! See ya later!" Fillynocchio called to him.

"WHAT! Goodbye!" Twinkle gasped. He jumped out and saw the girls foolishly walking away with the brothers.

"Fillynocchio you can't..." But it was too late, they were out of sight.

"Oh great, what do I do now?" He wondered. At first he thought about going to tell Rosalia. "No, she's my responsibility. I'll go after her myself."

Following his responsibility, he hopped after them hoping he could stop them before something bad happened.

End of chapter-6

Author's Note

Yes, the Wheel and Deal brothers are descendants of the FlimFlam Brothers. Civviq and I are working on chapters 7 and 8, please be patient.