Princess Buttermilk’s empire seemed to be one very large, knotty white oak, a few crates of food, a few crude lean-to shelters, and a collection of school-age ponies, a fact that troubled Zenith. This was somewhat amusing when it was just a pegasus filly who had run away to live in the woods. Now, Zenith felt a growing sense of worry. There were no adults here, nopony who should have been in charge.

Of the princess herself, there was no sign. According to an earth pony colt, Princess Buttermilk had flown off to help her subjects, something about looking at a few maple trees for some reason or another.

This whole thing was absurd. There was no real shelter. Come winter, everypony would freeze. There was no food storage. There was no water. Zenith, never one to doubt his teacher, she was as old and as wise as a pony could be, wondered what Princess Celestia had been thinking by allowing this to continue. She had to have a reason. Princess Celestia did everything for a reason, even if it didn’t make sense to ponies who could only live for a hundred years, compared to her thousands.

At a loss for what to do, Zenith did the only thing he could do. He set about making the situation better. Studying the tall, majestic white oak, he figured this was as good of place as any to serve as a palace for an empire. Sitting down in the cool grass, Zenith prepared himself to do a little magic.

Entranced, Pumpkin watched as the tree came to life from Zenith’s magic. She could hear gasps all around her. Zenith didn’t do magic often, but when he did, it was worth paying attention. For whatever reason Zenith was in touch with nature, and his best work came from nature related spells. The tree bubbled, growing, warping, changing. The trunk hollowed out, forming a small room. On the outside of the trunk, little nooks, cubbies, and hidey holes formed, little comfortable places just big enough for a pony to crawl inside, curl up, and get comfortable. Higher up, more little hollows were formed, pleasant places for pegasi. Zenith was making a tree house… or a house tree.

“I wish I could do this kind of magic,” Pumpkin said in a low voice as she sat down beside Zenith. The colt had his eyes closed and Pumpkin leaned up against him. His whole body was vibrating, thrumming with magic.

“There is nothing stopping you.” Zenith’s horn flared brighter. “Just relax and be in tune with nature. Reach out and touch the life all around you.”

“Not my way.” Pumpkin shook her head. “Not my kind of magic.” She watched as a large branch became flat on the top side, forming something of a patio, a walkway, or perhaps a runway for landing pegasi.

“Pumpkin, take a note, this is very important. This tree will need a lightning rod. Talk to Twilight and see that a lightning rod is installed, please.” Zenith’s head bobbed as though he was listening to some song that nopony else could hear.

A small pink pegasus filly sat down beside Pumpkin and the unicorn reached out and patted her on the back. The filly had a lemon for a cutie mark, which was an odd cutie mark for a pegasus, but Pumpkin wasn’t one to judge.

“He’s making a house out of the tree,” the filly said in a somewhat lispy, squeaky voice.

“Yes he is,” Pumpkin replied, doing her best to sound friendly, as friendly as one can be with a faceful of metal.

“My name is Pink Lemonade. What’s yours?”

“My name is Pumpkin Cake, and this big doofus over here is Zenith Zephyr.” Pumpkin turned her head to see the filly better. “Are you an orphan?”

“Not any more.” The pink pegasus filly smiled. “Now I am one of Princess Buttermilk’s subjects. A foal of the woods.”

Hmm. Pumpkin wasn’t sure how to reply to that. She looked around the camp, taking note of the tough looking, scrappy little foals that had decided that living here was better than the orphanarium. She couldn’t even imagine why a foal would choose this life, other than the promise of no adults. Pumpkin heaved an internal sigh. All of this would end in tears, she just knew it.

“She’s back!” a colt shouted.

Hearing a flutter of wings, Pumpkin stood up. Zenith, still shaping the tree, was zoned out, lost in his magic, now beyond reach of common mortals. It would take him finishing, a slap to a muzzle, or perhaps a kind word from Princess Celestia to wake him from his trance. Pumpkin put on her best smile and wished that Zenith wasn’t currently lost inside of his head. He was the smooth talker.

“Princess Twilight Sparkle sends her hello!” Pumpkin said in a loud, cheerful voice.

“That’s very nice.” Princess Buttermilk stared at Zenith for a moment, then up at the tree, and then back at Zenith. “This is unexpected. He’s helping us.” The pegasus locked a determined stare upon Pumpkin. “Why is he helping us?”

“Because, uh, that’s kind of what he does.” Pumpkin, feeling a bit nervous, took a deep breath. Buttermilk Biscuit was only about a year younger, but seemed several years more mature. Pumpkin pulled herself together. “I’ll be helping you as well. You’re going to need a lightning rod for the tree. I can help with that.” Way to go, Pumpkin, you big dumb dork.

“When I heard that both Princess Celestia and Princess Twilight Sparkle were sending their students, I thought that perhaps, this experiment of mine would be over.” Buttermilk gave Pumpkin a cool stare as her wings ruffled at her sides.

“Experiment?” Pumpkin’s pierced ears tilted forwards.

“When I told the orphanarium director that I could do a better job of looking after myself than she could, she told me I was welcome to try.” Buttermilk lifted her head high. “So I did. Others followed me. That was unexpected, I’ll admit, but I was not about to turn them away.”

“I see.” Pumpkin glanced at Zenith and saw that he was off in Lala Land. She felt a little uncomfortable meeting Buttermilk’s gaze. Pumpkin was good at beating stuff up and picking fights. Whatever it was that was going on right now was not her forte. “I guess the orphanarium is not a perfect place… but running away… how can this be better?”

“And just what do you know of the orphanarium, Pumpkin Cake?” Buttermilk took a step forwards. “You grew up in Sugarcube Corner. You grew up with your parents. Your wealthy parents. You have never known want, you’ve never had to just make due with what you were given. You’ve never known deprivation. Tell me, what terrible indignity have you suffered recently? Do you know the fear of living under the shadow of a budget cut?”

There was a soft click of metal as Pumpkin’s pierced ears folded back against her skull.

Princess Buttermilk turned to look at her subjects, her head held high. She reached out, patted Pink Lemonade, and then turned her attention to the white oak that Zenith was still shaping. The stern looking pegasus’ face broke into a soft smile.

It was at this moment that Pumpkin noticed Buttermilk Biscuit’s cutie mark. A circlet with a red ribboned scroll slid through the middle of it. Pumpkin didn’t know what it meant, but a circlet was a type of crown, a symbol of leadership.

Zenith’s whole body shuddered and he made a weird nickering noise. His eyes blinked and then, he shook his head. He snapped out of his trance and looked around, taking in the whole of the situation around him. One very confused looking Pumpkin. A proud looking pegasus. One shaped tree that was a start, as far as shelter goes. The proud looking pegasus looked as though she needed to be mollified. Pumpkin had probably screwed things up. Pumpkin had a knack for screwing things up, but Zenith never held that against her. She also had a knack for pulling him out of trouble when he was in over his head.

“I beg your pardon, I was lost in my magic,” Zenith said as he stood up. He adjusted his glasses, bowed his head, and then looked the pegasus in the eye. “Princess Buttermilk, I am at your disposal. How might I help you?”

“You already have,” Buttermilk replied. She peered at Pumpkin and then back at Zenith. “Tell me, what do you know of deprivation and of want? Pumpkin here does not understand why an orphan would run away from a free roof over their head.”

Zenith watched as Pumpkin ducked her head in shame. He felt a bit irritated, but he decided to let it slide, as least for the time being. He took a deep breath and took a moment to choose his words carefully. “I know nothing of being an orphan.” Zenith cleared his throat. “What I do know is being taken away from my father and raised in a boarding school that I sometimes felt was indifferent to my needs. There were many times where I felt as though I was just a face, just a problem to be dealt with, and there were troubling moments where I felt as though I was losing my identity. I perhaps had it a bit easier, being Princess Celestia’s student, but that does not change the fact that the boarding school has far too many students and not enough caring adults to look after each and every one of the foals there, giving them the individual attention and affection that a foal needs.”

Buttermilk’s muzzle crinkled and her eyes narrowed. She tilted her head off to one side and her ears perked forwards. She blinked, her tail swished, but she did not say anything.

Taking another deep breath, Zenith tried again. “The situations are different, I’ll agree, but the associations that could be made from similar, yet different circumstances must certainly give us something of a common ground. Wouldn’t you agree? Surely we can meet on common ground and begin to work together.”

Her face relaxing, Buttermilk nodded. “I am not just another face, I am not a problem to be dealt with, I am not just another mouth to be fed, I am a pony. And I demand to be treated as such. I think that you and I understand each other.” Buttermilk lifted her hoof and pointed at Pumpkin. “She works so hard to be an individual… you can see how hard she is trying with all those bits of metal in her face, but she has no idea what being lost in the crowd really means.”

“Might I ask you to reserve your judgments about my friend? Pumpkin has some serious faults, but she is an exceptional filly. She would not be Princess Twilight Sparkle’s student otherwise. Plus, I do believe she feels a bit insulted,” Zenith said.

Eyes narrowing, Buttermilk peered at Zenith for a moment, her expression blank. Then, her eyes widened and she turned to Pumpkin. “I offer my apologies.”

“Accepted,” Pumpkin replied in a quiet voice.

“Princess Celestia sent me to assure you that you are safe. There are no plans to swoop in and ruin all of your hard work here.” Zenith looked up at the tree. “This tree has been shaped by my magic… consider it proof of friendship and goodwill. You will need other shelter, but this is a start.”

“Princess Twilight Sparkle would also like to extend her good will. If there is anything you need, you have but to ask.” Pumpkin, feeling a little better, a little more like her usual self, smiled. “I will also do whatever I can to help you.”

Buttermilk cleared her throat and then said, “My primary concern right now is surviving the coming winter…”

Author's Note

Princess Buttermilk... behold, behold!