A full twenty-four hours later, I had woken up from my "nap". I yawned, spat out my pacifier, and sat up. Lucky and Cuddles had left while I was sleeping, but I didn't really mind. I looked around for Fluttershy, a bit scared of being alone in the dark, but she was gone as well.

"Fluttershy?", I asked loudly, a bit of fear in my voice.

"Shh, it's alright", Fluttershy's calm voice said. She had just walked out of the bathroom and sat next to me. I sighed in relief and hugged her. "I just went to go tinkle, but I'm here now". She pulled me into her lap and pet my mane.

"You must not have gotten much sleep at the orphanage", Fluttershy said, "I've never seen a pony sleep for a full twenty-four hours".

"Huh?", I asked, not knowing what "twenty-four hours" was.

"You've been sleeping since yesterday", Fluttershy said, "That means, yesterday is today". I jumped a bit from surprise.

"You mean...?", I said, "School?"

"Yes", Fluttershy said, "Today is your first day of school". I smiled widely and hugged the mare tighter as she chuckled.

"Go now?", I asked.

"Not yet, sweetheart", Fluttershy said, "We have to wait for it to open first". I nodded. "But in the meantime, I went out yesterday and bought some supplies so you'll be ready". She grabbed a small saddlebag from the floor and placed it in my lap, unzipping it and opening it afterwards. Inside was mountains of crayons, pencils, paper, markers, safety scissors, notebooks, folders, glue sticks, and sparkle glitter. Never before had I seen so much school supplies in one saddlebag. To me, it was like it was filled with diamonds and gold.

"Thank you", I said.

"You're very welcome, sweetheart", Fluttershy said, kissing my cheek, "Also..." She placed a brown paper bag in the saddlebag to join the supplies. "...this is your lunch. Please save it for lunchtime so you'll have something to eat". I nodded again. "And once more thing..." She placed two spare diapers, some wipes, foal powder, and a changing mat in there. "Here's a change if you need it during the day". I nodded as Fluttershy zipped the saddlebag back up.

"So", she said, "There's plenty of that oatmeal left over from yesterday morning. Would you like some?" I nodded happily as Fluttershy carried me downstairs.

After filling up on more of that delicious oatmeal and getting a quick change, Fluttershy had dressed me in a bathrobe that was a little big, but covered my diaper and kept me warm. I know that's not much of a school attire, but I guess it worked. Anyway, after getting dressed, I got my saddlebag and left the cottage with Fluttershy. It took only ten minutes to get there, and when we did, we walked in and walked the halls until we came to a classroom.

"Wait out here for a little bit", Fluttershy said, "I have to talk to the teacher first".

I nodded as Fluttershy walked into the classroom. I sat outside the door and waited for her to come out. That's when I started to shiver lightly. Not because I was cold, but because I was a little nervous. Never before had I been to a public school, and sharing a classroom with several fillies and colts I didn't know didn't make me feel too comfortable.

"Um... sweetheart?", Fluttershy said, peeking out of the door after five minutes, "You can come in now".

I took a deep breath and walked into the classroom, taking my stuff with me. I must admit, I admired the classroom, as it was so new to me. It was filled with color, and several educational posters. There was a total of twenty-eight desks, grouped in pairs, and two chalkboards on the front and back of the classroom. Sitting at the teacher's desk was a mare with a berry-purple coat and light-pink, curly mane and tail, and she was sitting in a chair with wheels. She saw me and smiled.

"Why, hello there", she said. I got a little bit scared and hid behind Fluttershy, as I had not seen this mare before.

"It's alright, sweetheart", Fluttershy said, "She's won't hurt you. She just wants to get to know you". I timidly walked from behind Fluttershy and faced the mare again.

"...hi...", I said.

"Alright, sweetheart", Fluttershy said, "I have to go now". I became a little bit more frightened and grabbed her front leg, not wanting her to leave me alone.

"Stay?", I pleaded.

"I can't stay, sweetheart", she said, kneeling down to my level, "You have to attend school by yourself. But I'll be here to pick you up at 3:00, OK?" I nodded as she kissed my cheek and left the room.

"Well, little colt", the teacher said, "Would you please have a seat?" She pointed to the chair in front of her desk. I sat down, still a bit afraid of her. That was before she pulled a lollipop from out of her drawer and gave it to me.

"Here's a little treat", she said, "Just to prove I'm friendly". I smiled and accepted it.

"Thank you", I said, happily licking the candy.

"You're welcome", the teacher said, "Anyway, my name is Ms. Cheerilee, your teacher". I nodded. "Now, Fluttershy and I talked, and I see that you have a bit of a bad past". I frowned and nodded. "Well, I want you to know that in my class, you're welcome with kindness, no matter how you are". I blushed with flattery. "Plus, she told me about your... padding problem".

"Inconint", I painfully said.

"Well, that may be true", Cheerilee said, "But that doesn't mean you aren't to be treated nice. Plus, if you do happen to have an accident during class, just raise your hoof, and I'll take care of it".

"You change me?", I asked.

"Yes", Cheerilee said, "I have two younger sisters who I used to change when they were foals, so I'm pretty much used to it. Plus, Fluttershy gave me permission to do so". I smiled again.

"K", I said.

"Also", Cheerilee continued, "She told me that you don't have the intelligence of a fourth-grader". I shook my head. "So, I'm going to see how well you can do in fourth-grade. If it's too hard for you, then I'll put you in the alternative class I teach, which is much easier". I nodded. "Alright then, go ahead and sit wherever you like. Class should start in half an hour". I eagerly sat in one of the desks in the very front, hardly able to wait.

In thirty minutes, desks started filling up as more and more students arrived, sitting in the pairs. A bit of nervousness began to overtake me, but I tried my best to ignore it and focus on learning.

"Hey!", a filly's voice called, "Who are you?" I turned to my left and saw two fillies. One was grey, with a white, braided mane and tail, and she wore glasses and earrings. The other was light pink, with a purple and white mane and tail, and she wore a tiara on her head, which gave her her name.

"Uh...", I said, a bit nervous.

"She asked you a question!", the pink filly said, "Answer her!"

"I got no name", I said.

"Then why are you here?", the grey filly asked. I smiled.

"Cuz I wanna learn!", I said.

"You should", the pink filly said, "Because you sound like a baby". I ignored that as the grey filly held her hoof out to me.

"Welcome to Ponyville Elementary", she said, "I'm Silver Spoon". I smiled and went to shake her hoof, but the pink filly slapped it away.

"Silver Spoon, stop being such a dork", she said.

"I'm just trying to welcome the new student, Diamond Tiara", Silver Spoon said, "What's wrong with that?"

"What's wrong with that?!", Diamond Tiara said, "What's wrong with that is he doesn't belong here!" That hit too hard, and I wasn't able to ignore it. "Fourth-grade isn't for him! He belongs in preschool, because he's a baby! I mean, who wears a bathrobe to school?! And..." She looked down below my desk. "Is that a diaper?!"

"Y... yes," I said, "Me inconint."

"You mean incontinent?" Silver Spoon asked as I nodded and Diamond Tiara laughed.

"You really are a baby!" she said, "You sound like a baby, you dress like a baby, and you even use diapers like a baby!" I was starting to get annoyed at her teasing at that point.

"Leave me lone!" I said.

"OK, I'll leave you alone," Diamond Tiara said, "Only if you answer this one question: What's 1X1, hmm?" I lowered my head.

"I no know," I said. Diamond Tiara laughed harder.

"You're so stupid!" she said, "You really do belong in preschool! Even Silver Spoon thinks so!"

"No I d-" Silver Spoon said, before her friend cut her off.

"Yes Silver Spoon does," she said, "Unless she doesn't want to go to my cutescenera this weekend." Silver Spoon gulped.

"I mean, yeah!" she said, "You must be lost! The preschool is down the street!"

"Plus, he's a blank flank!" Diamond Tiara said, "Just like a baby! Don't you have to have a cutie mark to by a 'big colt'?"

"Yeah!" Silver Spoon said, "Baby blank flank!" Both fillies laughed hard, but Silver Spoon mouthed the word "sorry" to me. Still, it felt terrible to be teased for the conditions I couldn't help. My blank flank, my incontinence, and my padding. It's like the teasing would never stop, no matter where I went.

Finally, the last student arrive in the class. She was a marshmallow-white filly, with a pink and purple, curly mane and tail, and just like me, she had a blank flank, and was a Unicorn. My mouth hung open a little as I stared at the filly. She was the most beautiful filly I had ever seen. I felt a fiery-hot sensation in my chest when I saw her, and luckily for me, the only empty seat was the one next to me. Sure enough, she sat down next to me, smiling at me.

"Hello!" she said, her voice a bit squeaky, "Are you new?"

"Uh... mm-hmm..." I said, trying hard not to blush.

"Well, I'm Sweetie Belle," she said, "Welcome." She gave me a welcoming nuzzle. I blushed and rubbed my cheek as the bell rang and Cheerilee stood in front of the class.

"Good morning, class," she said, "I hope everyone had a wonderful Hearth's Warming, and a great winter break. Now, we have a new student joining us today. Everyone please welcome..." She looked at me as I stood up. "...what's your name, hon?"

"I no got one," I said.

"Well then, I'll just call you Sweetheart for now, since it's the name Fluttershy gave you, OK?" Cheerilee said. I nodded in approval, kind of liking the name. "Anyway, this is Sweetheart. Now, he has a condition called incontinence, in which he can't control when he needs to go to the bathroom, and that's why he's wearing a diaper." I sat back down with nervousness, a bit embarrassed that she had just said that.

"He will be treated the way you want to be treated," Cheerilee said, "If anyone is caught teasing or bullying him, they well be punished, understood?"

"Yes, Ms. Cheerilee," everyone said. But, Diamond Tiara had something else to say.

"Really, Ms. Cheerilee?" she said, "You're gonna punish us if we make fun of a colt that should be in preschool and still poops himself in fourth-grade." A few giggles rang out in the class. "Is that about right?"

"Yes, Diamond Tiara," Cheerilee said, "Incontinence is no laughing matter. You wouldn't like it if you were teased because you had it, would you?"

"So?" she said, "Do you see me wearing diapers in fourth-grade?"

"No," Cheerilee said, "And you can consider yourself lucky. Now, stop talking back before you, me, and Filthy Rich have another conference." Diamond Tiara mumbled angrily under her breath as Cheerilee continued to speak. "Anyway, it's note-taking time. Please take out your notebooks and something to write with." Everyone did. I reached into my saddlebag and pulled out a pencil and a notebook. A little confused about the notebook, I asked to make sure it was right.

"Ms. Cheerilee?" I asked, pointing at the notebook, "This?"

"Yes, Sweetheart," Cheerilee said, "Write in that." I nodded and opened to the first blank page, ignoring the girly giggles from Silver Spoon and Diamond Tiara.

As excited as I was to go to school, it wasn't anything like I had expected. I expected to make new friends and shovel knowledge into my brain, but I had made two bullies, and fourth-grade was very difficult. Even though all I had to do was copy notes, it still was hard to write them I could barely hold my pencil correctly. I wanted to copy off of Sweetie Belle, since she was sitting right next to me, but I was afraid that would anger her, and plus, there was something in my brain that was telling me I shouldn't.

Four hours later, it was lunchtime, and all the students went to the cafeteria to eat. Even though I was feeling down because none of the stuff Cheerilee taught got through to me, I figured a good lunch would feed my brain and I would be ready for the last few hours. Anyway, I followed the rest of the class to the cafeteria and sat alone at an empty table. I was hoping to get to sit next to Sweetie Belle, but she wasn't anywhere to be seen. I figured she was just in the bathroom and just waited as I grabbed my lunch bag and spilled the contents on the table.

The bag contained a peanut-butter-sandwich, wheat crackers, a pre-peeled orange, a carton of skim milk and a large chocolate-chip cookie. I wanted to eat the cookie first, but decided to wait so that would be the last thing I tasted. I ate the sandwich, crackers, orange, and drink my milk, but when I went for the cookie, a pink hoof swiped it from me.

"Hey!", I yelled. In front of me was Silver Spoon and Diamond Tiara, who was holding my cookie in her hoof.

"Well well well", she said, "Looks like you can feed yourself after all". I raised my eyebrow in disbelief.

"Yeah...", I said, "Why no?"

"Because you're a baby", Diamond Tiara said. I didn't want to hear any of Diamond Tiara's teasing while I was trying to enjoy lunch, so I tried to shoo her away.

"Give back and leave me lone!", I said, reaching for the cookie.

"Fine", Diamond Tiara said, holding the cookie out to me, "Here". I went to grab it, but she pulled it out of my reach again.

"Wha...?", I asked.

"Oh, you're not getting it that way", Diamond Tiara said, "I have to feed it to you". She shoved the cookie against my lips and I pushed it away from me.

"No!", I said, "Give here!"

"Aww, the baby doesn't want to eat what's made for him", Diamond Tiara said, "I guess that means we have to hold him down to feed it to him".

"Diamond Tiara, I think we did enough", Silver Spoon said.

"No", Diamond Tiara said, "When a baby refuses to eat, you have to hold it down until it eats. Now help me if you want to attend my cutescenera".

Silver Spoon sighed in frustration and grabbed the cookie from Diamond Tiara's hoof. With my eyes fixed on the cookie, I didn't expect myself to be locked in a headlock by Diamond Tiara from behind. I gasped for breath and tried to squirm out of her grasp, but she had it locked in tight. Silver Spoon had been trying to feed me the cookie, but I continued to push it away. I hoped others would help, but all they did was formed a crowd and watched in interest.

I felt myself losing consciousness as I was still locked in the headlock, so I decided to resort to the one thing I knew would work. I leaned down and sunk my teeth deep in Diamond Tiara's foreleg as hard as my jaws allowed it. She screamed in pain and let go of me as I ran out of the cafeteria, not caring about the cookie any longer. More unluckily, I had seen Sweetie Belle out the corner of my eye as I ran into Cheerilee's classroom and hid under my desk, crying into my hooves. I had just bitten a filly over a cookie, and I felt sorry for myself.

"Sweetheart?", Cheerilee asked, grading papers, "Are you alright?" I looked up at Cheerilee and shook my head, tears flowing like waterfalls from my eyes. "What's the matter?" I was too frightened to say anything, not knowing how she was going to punish me. "It's alright, Sweetheart. I won't hurt you. You can tell me". I took a breath, walked around the teacher's desk, and stood in front of Cheerilee.

"I try to eat and Silver Spoon and Diamond Tiara be mean and taked my cookie!", I said, "They no give cookie back and Diamond Tiara hurt me and try make me eat. I bited her and run and-" I sniffled and began to cry to hard to talk. Cheerilee wheeled herself closer to me and hugged me as I cried into her coat.

"Shh...", she said, patting my back, "It's alright, Anon. Now, let me recap what you said. You said you were trying to have lunch, and Silver Spoon and Diamond Tiara stole from you and started picking on you?"

"*sniffle* Mm-hmm...", I said.

"And then she put her hooves on you and tried to force-feed you?", Cheerilee said, "And then you bit her to defend yourself?"

"Mm-hmm...", I repeated, even though I didn't know what most of that meant.

"OK then, Sweetheart", she said, "Don't cry. I'm not going to punish you. All you did was protect yourself. As for Silver Spoon and Diamond Tiara, Silver Spoon will receive a detention, and I'll be having a conference with Diamond Tiara's father". I smiled and buried my face back in her coat. Her coat smelled like fruit punch, and I loved it.

"Thank you, Ms. Cheerilee", I said.

"You're welcome", she said. We let go of each other. "Oh, and I'm glad you're here so we can talk in private". She grabbed my paper off of her desk. "I tried to read your notes, but... your hoofwriting is very... unreadable. I think we should put you in the alternate class until you get up to a fourth-grader". I hung my head a little. I was happy to learn something easier, but it was disappointing that I couldn't handle where I was supposed to be.

"K...", I said. Cheerilee smiled and raised my head, making my eyes look right into hers.

"Sweetheart, I know you want to be in a higher-up grade, but you aren't ready", she said, "You want to learn don't you?" I nodded. "And you want to get smarter don't you?" I nodded again. "Well, it's best that you learn what you missed so you can catch up to a fourth-grader". I nodded again. "Plus, you won't be by yourself. There are five other students in the alternate class, who are all nicer than Silver Spoon and Diamond Tiara. They might even want to be your friend". I smiled, getting a little excited about making friends.

"And", Cheerilee continued, "I'll still be your teacher, so you and I won't have to be separated". I smiled wider. "And finally, every time you correctly answer a question, you'll be rewarded with candy". Hearing that "C" word made me jump in excitement. I didn't know much, but I knew exactly what candy was.

"Candy?", I repeated.

"Yes", Cheerilee said, "Do you like candy?" I happily nodded as Cheerilee chuckled. "Well then, do you accept my invitation to the alternative class?"

"Huh?", I asked as she had said some big words I didn't know.

"Do you want to be in the other class?", Cheerilee said, using smaller words.

"Mm-hmm!", I said.

"Well then, the alternate class is only four hours long", Cheerilee said, "It starts at 4:00 and ends at 8:00. You will start later today, alright?" I nodded. "Alright, for now, I'll call Fluttershy to come pick you up". I nodded and sat down in my own desk as Cheerilee picked up her phone and called Fluttershy. I was waiting patiently for Fluttershy when the classroom door opened.

"Sweetheart?", a familiar voice called, "Are you OK?" I looked to my right and smiled. Sweetie Belle had walked in, carrying her lunchbox with her. I fought the urge to blush and spoke.

"Hi, Sweetie Belle", I said, waving at her.

"Hi, Sweetheart", Sweetie Belle said, "I just want to know if you're alright after what those two meanies did to you".

"I K", I said. Sweetie Belle smiled and sat next to me in her desk.

"Alright", she said, "Oh, and you don't need to worry about those two. All Silver Spoon and Diamond Tiara do is pick on other ponies, especially blank flanks".

"You blank flank", I said, pointing at her flank, "That mean they pick on you too?"

"Yes", Sweetie Belle said, "But I ignore them".

"What ignore?", I asked.

"I just don't listen to them", Sweetie Belle said, "If you don't show interest in a bully, they won't find teasing fun". I smiled and nodded as Sweetie Belle opened her lunchbox. "So, where's your lunch?"

"I eated it", I said.

"Oh, well, I wouldn't want to eat in front of you then", Sweetie Belle said, reaching into her lunchbox and pulling out a sandwich. "Do you like egg salad?" Even though I didn't know what egg salad was, I accepted it anyway.

"Thank you", I said,

"You're welcome", Sweetie Belle said, beginning to eat, "So, where you from?" I really didn't know how to answer that question. I didn't want to tell her that I was a family and orphanage reject that had been found by a mare I've only known for a day, so I decided to lie.

"I... I from... Canterlot", I lied, heavy guilt running through my body.

"Canterlot?!", Sweetie Belle said, very excited, "Oh, I've always wanted to go there! How is it?!"

"It nice", I said.

"How nice?!", Sweetie Belle said, "Have you ever been to the Grand Galloping Gala?"

"Uh... yeah", I said.

"Oh, you're soooo lucky!", she said, "My big sister, Rarity, said she didn't like it. She had a crush on Princess Celestia's nephew, but he didn't treat her like a lady".

"I treat you like lady", I said. Sweetie Belle smiled, a very light blush of flattery peeking through her white face.

"Well, you're kind", she said, "And I treat you like a friend". When she said that word, I felt the fiery sensation in my chest again. Like I said, I didn't know what the feeling was, but I blushed. Sweetie Belle called me a friend, and I would never thought I would have heard that come from anyone else.

"Friend...?", I said, "Me... you... friend?"

"I'll be your friend", Sweetie Belle said, "I like making new friends". I blushed harder. That's when there was a knock on the door. Cheerilee opened it and sure enough, Fluttershy was there to pick me up.

"Sweetheart", Cheerilee said, "Fluttershy's here". I smiled, ran over to her, and hugged her front leg.

"Hello, Sweetheart", Fluttershy said, "How are you?"

"I make friend!", I said, pointing at Sweetie Belle.

"Oh, hello Sweetie Belle", Fluttershy said.

"Hi, Fluttershy", Sweetie Belle said, "I didn't know he lived with you".

"Well, he does for the time in being", Fluttershy said, "And he's so obedient and sweet. My animals already like him".

"Lucky!", Sweetie Belle said, "Opal still has problems getting used to me! You gotta teach me that stare you do, Fluttershy!" Fluttershy chuckled.

"Well, I cannot", she said, "Only members of my family can perform The Stare. No matter how much I would teach it to you, it wouldn't work for you". Sweetie Belle pouted.

"OK...", she said.

"Alright, I'm going to go now", Fluttershy said, "We'll be back at 4:00, Cheerilee".

"I'll be here", Cheerilee said, "Have a good day". Fluttershy and I left the schoolhouse and walked back to the cottage.

Another four hours later, Fluttershy had walked me back to the schoolhouse. Unlike the first time I went, I was actually a little bit more confident about going, knowing that I didn't have to deal with Silver Spoon and Diamond Tiara. Still, I was a little bit afraid, because I knew I wasn't alone, and I had only befriended one classmate. Anyway, Fluttershy and I walked down the halls until we reached Cheerilee's classroom.

"Alright, Sweetheart", she said, "I'll be back at 8:00 to pick you up".

I nodded and hugged Fluttershy one more time before walking into the classroom. Sure enough, the alternate class was much smaller. There was a group of four ponies sitting together at a circular table. There was also two empty chairs at the table, but I didn't know any of those ponies, so I sat by myself at one of the desks and waited for Cheerilee.

"Hey", one of the ponies at the table called, "Why are you sitting by yourself?" I turned around to face them.

"I wait for Ms. Cheerilee", I said.

"We are too", another said, "But you can sit with us. We won't bite".

I nodded and walked over to the table, taking my saddlebag with me. Once I sat down at the table, I was able to get a better look at everyone. Three were colts, and one was a filly. The filly was light-beige colored, with a red, curly mane and tail, and two candy canes for a cutie mark, and wore glasses that were thicker than Silver Spoon's. The tallest colt was golden colored, with an aquamarine-colored main and tail, and a snail for a cutie mark. The next colt was white, spotted with brown spots like a cow, with a reddish-brown mane, and a blank flank. Finally, the last colt was blue, with an orange mane and tail, and a pair of scissors for a cutie mark. Everyone was smiling at me.

"Hi!", the filly said, speaking with a very heavy lisp, "I'm Peppermint Twist, but you can call me Twist! I make peppermint sticks, and EVERYPONY loves them!"

"Hi Twist", I said back, smiling. After that, the colts introduced themselves to me.

"I'm Snips", the blue colt said, "I can cut anything you want out of paper with just one pair of scissors!"

"Hi Snips", I said.

"I'm Snails", the golden colt said, speaking with a lisp a lot lighter than Twist's, "I can read the minds of snails... even though the only things they think about are shells and seaweed".

"Hi Snails", I said.

"And I'm Pipsqueak", the spotted colt said, "I'm an exchange student from Trottingham".

"Hi Pipsqueak", I said. At that same time, the door opened again. I expected to see Cheerilee, but who was there surprise me. It was Sweetie Belle, who walked over to the table and sat down next to me.

"Sweetie Belle...", I said. She smiled and looked at me.

"Hi, Anon!", she happily said.

"You here too?!", I asked, "You in other class".

"Well, yes", Sweetie Belle said, "But I have dyslexia".

"What that?", I asked.

"It's a condition that makes it hard to read", Sweetie Belle said, "That's why I'm in the alternate class. But, Ms. Cheerilee lets me be in both classes, so I am". I smiled and nodded, very happy that someone I knew was in the class also, and it was my only friend. Anyway, the door opened one last time, and it was Cheerilee, who walked in with a sweet smile.

"Good afternoon, my little ponies", she said.

"Hi, Ms. Cheerilee", everyone said.

"Now, as you all see, we have a new student joining us today", she said, pointing to me, "This is Sweetheart. He's joining us today because he wishes to become smarter". I smiled.

"Me too", Snips and Snails both said. No offense to the duo or anything, but it was pretty obvious why they were in the alternate class. Anyway, after the introduction, Cheerilee continued to talk.

"Well, Sweetheart", Cheerilee said, "Since this is your first time learning, I'll be teaching you privately today. The rest of you, please practice your spelling words for tomorrow's quiz". All of the other students went into their saddlebags and took out bags of notecards, while Cheerilee asked me to her desk. I sat down in one of the chairs in front and Cheerilee sat in her chair behind.

"Now, since your brain is ten years old old, it should be easier for you to understand what I teach", she said as I nodded, "First, I'll start you off with the simplest step of learning: letters and numbers". She went into her drawer and pulled out two laminated charts, one containing letters, the other containing numbers 0 to 100. She started with the letter chart.

"This is the alphabet", she said.

"Alphabet...", I repeated to myself. Cheerilee could clearly hear me, but paid no attention, as she knew I was getting it.

"These are the letters you need to learn if you want to spell", Cheerilee said, "Now, I'm going to say each one of them, and you repeat after me, alright?" I nodded and over the next minute, we had went through each letter.

"Very good", she said, "Now, say it by yourself. You may use the chart to help". I nodded and did.

"W... X... Y... Z", I said correctly.

"Alright", Cheerilee said, "Now..." She took the chart and placed it under her desk. "...can you say it without looking at the chart?" I felt a bit scared, but then, Cheerilee went back into her drawer and placed a small jar of candy and a plastic bag on the desk. "Need I remind you what your reward is if you get it right?" I smiled and repeated the alphabet.

"A...B...C...D...", I said, making it all the way to "Z" once again. Cheerilee smiled, opened the jar, and placed a piece of candy in the plastic bag.

"Each piece of candy you earn goes in the bag", she said, "When it's time for you to go home, you'll get it, alright".

"K", I said. Cheerilee smiled.

"By the way", she said, "When you say that, you don't just say 'K', you say 'OK'. It sounds much better. Or, you can say 'alright', like I do".

"Al... right", I said. Sure enough, that did sound a lot better.

"Anyway, moving on", Cheerilee said, "Now, we'll go to numbers. You'll need to learn these for several reasons. Counting is the most important reason". I nodded. "Alright, just like the letters, I'm going to say them aloud, and you repeat after me". I nodded and we went through each number.

"Good", Cheerilee said, "Now, try it yourself. Use the chart if you need help". I nodded and repeated the numbers using the chart.

"98... 99... 100", I said, smiling proudly.

"Very good, Sweetheart", Cheerilee said, "Now, can you do it without looking?" I nodded confidently as she put the chart under the desk as well. "Good luck". I nodded and thought really hard as I counted.

"78... 79... 80... uh...", I said, starting to break down. The letters were easy, since there was only twenty-six of them, but counting to 100 was a bit difficult.

"Come on, hon", Cheerilee said, "You're almost there".

"...uh ...81?", I asked. Cheerilee nodded as I proudly continued, "...99... 100!" Cheerilee placed three pieces in the bag.

"I'm giving you a little extra for that", she said, "I didn't expect you to count all the way to 100 that easily". I smiled proudly again. "You sure catch on pretty quick, and you've earned four pieces of candy already". I blushed in flattery a little.

"Now, well move on to something a bit difficult", she said, "Writing and spelling". I took a small breath, knowing that was coming. "But, we'll start off with something easy first. I'll just write some words down on some paper, and you can trace them". I sighed and nodded lightly. "First, your name. Well, temporary name, I guess". With a highlighter, she wrote down "Sweetheart" and gave me a pencil.

"Here you go", she said. I slowly traced the two words with the pencil. It wasn't too perfect, but I guess it was enough for Cheerilee.

"Very good", she said, "Now, my name". She wrote "Ms. Cheerilee" on the paper as well. I then traced it with the pencil. "Alright, and finally, Fluttershy's name". She wrote "Fluttershy" on the paper too. I traced it and stopped as my hoof started to hurt.

"Good", Cheerilee said, "And I see your hoof is in pain. That happens when you write for some time. But you'll get used to it". I nodded. "Now, is there anything you want to write on your own?" I thought about it, and smiled.

"Lucky and Cuddles", I said, "My friends". Cheerilee shrugged and wrote both of those names on the paper as I happily traced them.

"Anything else?", Cheerilee asked. I smiled and looked behind me at the table everyone else was sitting at.

"They name", I said. Cheerilee smiled and wrote everyone else's names on the paper as I traced with ease, getting better hind of it.

"Very good, Sweetheart", she said, "Now, I want you to write those names on a separate piece of paper without myself helping. You may use the other paper to help". I nodded and wrote all of those names on the other piece of paper. It was very hard, but with the paper helping me, it was a bit easy.

"I done", I said. Cheerilee smiled.

"Well, it's fine", Cheerilee said, "But you could write the letters a bit more accurate, especially your s's and your e's". I nodded. "Now, let's see you write them, without your paper". I took another breath and nodded. "For each word you write correctly, you get one piece of candy". I free-hoofed the names on the blank side of the paper, showing it to Cheerilee afterwards.

"Well, you misspelled 'Pipsqueak' and 'Peppermint'", Cheerilee said, "But you'll get better. For now, you've earned more candy". She placed nine pieces of candy in the bag, one for each name correct.

Within three hours, Cheerilee had taught me how to spell slightly bigger words, how to spell numbers, and 2-D shapes. I had just finished drawing what a triangle was as Cheerilee placed one more piece of candy in the bag.

"Alright, Sweetheart", she said, "That's all for today. Tomorrow, I'll get you started on math". I nodded as Cheerilee grabbed the half-full bag of candy and placed it in my lap. "And there's the candy you earned today, Keep up the good work". I smiled and happily accepted it.

"Thank you, Ms. Cheerilee!", I said.

"You're welcome, Sweetheart", Cheerilee said, "Now, for the last hour, you can enjoy yourself until Fluttershy comes to pick you up".

I nodded and went to sit down at the table with everyone else. But, looking at Cheerilee, I felt that I should thank her for teaching me and giving me candy, with something in return. I went into my saddlebag and pulled out some crayons and paper, and tuned to face Cheerilee as I drew her. It took fifteen minutes, since she wasn't posing, but I was still able to do it. After I was finished, I held the drawing in my mouth and walked over to her.

"Ms. Cheerilee", I said, "Here". I placed the drawing on the desk and Cheerilee looked at it, her eyes widening in surprise.

"Is this supposed to be me?", she asked.

"Mm-hmm!", I said, "Cuz you better teacher ever!" She smiled with flattery and hugged me.

"Thank you so much, Sweetheart", she said, "I love it".

"You welcome, Ms. Cheerilee", I said.

After Fluttershy had come to pick me up, we walked back to the cottage. Fluttershy unlocked the door and let me in, closing the door behind me. I then walked into the living room, only for a very delicious aroma to kick me in the face. Fluttershy saw my muzzle twitch and chuckled.

"Oh, I forgot to tell you", she said, "My mother is visiting today, and she made dinner".

Fluttershy lead me into the kitchen. Sure enough, another mare was in there cooking a big meal. She looked a lot like Fluttershy, but her mane and tail was purple, and her coat was a darker yellow. Still, it wasn't hard to see that this mare was related to Fluttershy. Anyway, the mare placed a lid over a pot and smiled at her daughter.

"Hello, sweetie", she said, hugging Fluttershy. Her voice sounded as feminine as Fluttershy's, but a bit deeper.

"Hello, Mother", Fluttershy replied, kissing her mother's cheek. They let go of each other as Fluttershy's mother looked at me.

"Who is this cute little furball?", she said, walking over to me as I blushed again.

"Well, it's a little hard to explain, Mother", Fluttershy said.

"It's no need, sweetie", the mare said, "I just feel that you should've told me you had a foal of your own".

"That's the thing", Fluttershy said, "He's not my birth foal. He isn't even legally under my supervision right now".

"Oh...", the mare said, "Then, why is he here?" Fluttershy looked down.

"Sweetheart", she said to me, "Would you mind if I told Mother your... past?" I shook my head.

"Well then", Fluttershy started, "I actually found him yesterday morning out in Downtown Ponyville. He was laying in a soggy box, and I didn't want him to freeze to death. So, I brought him here. When he woke a few hours later, he told me he had a tragic past. He said his mother gave him to an orphanage right after he was born, where he was neglected, and he had no father. Also, he said he was born with incontinence, and it is stuck with him for life. And he also is falling behind in school by four grades, which is why he speaks like he does".

"Oh, you poor thing!", the mare said, wrapping her front legs around my torso and lifting me so that we were eye-to-eye, "Well, you won't have to worry about that anymore, not with a wonderful mare like Fluttershy watching over you". Fluttershy blushed. "My name is Flutterkind. What's yours?"

"I no have name", I said, "Fluttershy call me Sweetheart". Flutterkind smiled.

"Well then, Sweetheart", she said, "It's lovely to meet you".

"You too", I said, smiling. That's when my stomach growled lightly. Flutterkind smiled and playfully poked at my stomach.

"It seems you could use something to eat", she said, "Well you're in luck. I'm making hayloaf, and it'll be ready in a few minutes". I smiled as she set me on the floor again.

"K...", I said, remembering something, "No... O,K" Fluttershy smiled.

"Did you learn new things today?", she asked.

"Mm-hmm!", I said, "I learn shapes, write, letters, and count to 100!" I then counted to 100 to prove it.

"97... 98... 99... 100!", I said. Both mares clapped for me as I stood proudly.

"Congrats, Sweetheart", Fluttershy said, leaning down and kissing my cheek, "Alright, you can go have a seat in the living room. I'll come get you when dinner's ready".

I nodded and walked into the living room, laying myself on the couch and sighing lightly, watching the animals enjoy themselves. That's when I felt something nuzzle my leg. I looked down and saw Cuddles standing there, smiling at me. I smiled and let her onto the couch as she laid herself next to me, snuggling into my coat.

"Hi Cuddles", I said, giving her a small nuzzle. I kept petting her head as I laid on the couch. Just when the comfortable sensation was about to put me to sleep, I felt a small pat on my back.

"Sweetheart, dinner's ready", Fluttershy said.

I got off the couch and followed Fluttershy back into the kitchen. She placed me in the highchair, strapped me in, and tied the bib around my neck. After that, Flutterkind gave me my dinner on a sectioned-off styrofoam plate and a foal bottle full of apple juice. Dinner was hayloaf, cut in small cubes, along with mashed potatoes and gravy, creamed corn, broccoli and cheese, and creamed spinach. The combined smells of each smelled so good, and my stomach growled again just thinking about it.

"Now, Sweetheart", Flutterkind said, "If there is anything you don't like, you don't have to eat it". She and Fluttershy shared the only chair at the table, which was a bit impressive. I didn't think they were thin enough to share custom-made chair with hoofrests. "It won't offend me one bit".

I nodded and after Fluttershy gave me a plastic fork, I began eating. To my surprise, everything tasted great. In fact, it was the best food I had ever had in my life. I figured there would be something I wouldn't like, but would force myself to choke down so I wouldn't hurt Flutterkind's feelings, but everything was tasty. I happily ate my dinner, not leaving one bit of food on the plate.

"Is everything alright, Sweetheart?", Flutterkind asked, wiping her mouth with her napkin.

"Mm-hmm!", I said, my cheeks as big as a chipmunk's.

"Well, thank you", Flutterkind said, "I didn't earn my cutie mark for nothing". She sure wasn't lying there.

"So, Mother", Fluttershy said, "How's everything in Cloudsdale?"

"It's fine, sweetie", Flutterkind said, "A bit lonely, but fine".

"Mother...", Fluttershy said, "I told you, if you want me to move back home, I will. Your house has plenty of room for my animals".

"But this is where you belong", Flutterkind said, kissing the top of Fluttershy's head, "You first touched the ground by accident, and I think it's only fair that I allow you to live where you please. Plus, I have my roommate and best friend, Spitfire to keep me company".

When I heard Flutterkind say that name, I clearly heard it. I knew exactly who Spitfire was. Spitfire was my idol. I had idolized Spitfire right when I first saw her. I had snuck into Mother Superior's office to watch a little television, and she was watching a Wonderbolt Competition. After the Wonderbolts won, Spitfire gave a speech, and every single word moved me. She gave whole new meanings to the phrases "determination", "never give up", and "good sportsmanship". One of my dreams was to meet her, but since she lived in Cloudsdale, I knew there was no way I was even getting close to her. Cloudsdale is a place only for Pegasus Ponies, because only they can walk on clouds. I was a Unicorn, and I would've given anything just to meet Spitfire face-to-face.

"Spitfire...", I mumbled under my breath. But, Flutterkind could hear me.

"Yes, sweetheart", she said, "I said Spitfire. Do you know Spitfire?" I smiled.

"Mm-hmm", I said, "I like Spitfire. But, I no ever meet her. I wanna".

"Well, Spitfire has a very busy schedule, because she's Captain of the best flying team in Equestria", Flutterkind said, "Plus, along with myself, she lives in Cloudsdale, and a Unicorn like yourself wouldn't be able to stand on the clouds". I hung my head in sadness. "But, how about this? When I go home, I'll talk to Spitfire and ask her when her next free-day is. The next time she has one, she'll come meet you, and you won't have to go to Cloudsdale". I smiled again.

"For real?", I asked.

"I promise", Flutterkind said, "But, it may take some time, alright?"

"OK!", I said, too excited to care. After another two minutes, I had finished my dinner at the same time Flutterkind did, while Fluttershy was finishing the last few bites of hers.

"Thank you, Flutterkind", I said, the taste of the dinner still on my breath.

"You're very welcome, Sweetheart", Flutterkind said, "It flatters me to know that ponies love my cooking". I smiled and shifted for comfort, feeling a bit of heaviness in my diaper, then a squish. I blushed, as I knew what that was before the smell even reached my muzzle.

"Umm... Fluttershy...?", I asked timidly.

"Yes, Sweetheart?", Fluttershy asked.

"I... I need change...", I said, "Stinky".

"Alright", Fluttershy said. She was about to get up, but Flutterkind stopped her.

"I'll take care of his mess, sweetie", she said, "You're trying to eat, and I wouldn't want you to ruin your appetite".

"Oh... are you sure?", Fluttershy asked.

"Yes", Flutterkind said, "I've changed you several times, so I'm used to it".

"OK, Mother", Fluttershy said, "The supplies are in my bedroom upstairs. And please put him in his pajamas afterwards. He's probably getting uncomfortable in that robe".

Flutterkind nodded and unstrapped me from the highchair, carrying me upstairs to Fluttershy's bedroom. Once we got there, we walked in and Flutterkind closed the door behind us. I laid myself on the edge of the bed and allowed Flutterkind to change me as I stared at the ceiling, letting her do what she had to.

"Flutterkind?", I asked, "You here a lot?"

"I visit every now-and-then", Flutterkind said, wiping me clean, "Since Fluttershy and I live so far from each other now, I miss her more often, so getting to see her for a few hours brightens my day".

"Why you live far away her?", I asked, lifting my bottom as she slid a clean diaper under it.

"Well, it's a bit of a long story", Flutterkind said, taping up the new diaper. After that, she grabbed my folded pajamas from Fluttershy's dresser, put them on me, and sat down next to me, allowing me to sit in her lap.

"See, Fluttershy was only seven years old", Flutterkind started, "She was a sweet, innocent little filly. She had trouble making friends, and between you and I, she was a bit of a bed-wetter also". I nodded.

"I no tell", I said.

"Good", Flutterkind said, "Anyway, she was the flag-holder for a pretend race between her best friend, and a couple of bullies. But, she was accidentally knocked off of a cloud, and touched the earth of Equestria for the first time in her life. Then, thanks to the first-ever performed Sonic Rainboom, she realized her special talent, earned her cutie mark, and found this cottage".

"And she live here?", I asked.

"Yes", Flutterkind said, "At first, I tried to get her to come home, but she then, and still, loves it here. She has animals to keep her company, and a whole home to herself. I couldn't remove her from her home, so I allowed her to live here, and since then, I've been visiting. Like I said, just seeing Fluttershy just a few times a month comforts me enough".

"Why you no stay here wit Fluttershy?", I asked.

"Because I don't want to crowd her", Flutterkind said, "I believe 500+ animals is enough roommates for one mare. Plus, Spitfire and I have shared a home for five years now, and I can't just leave her. When we were fillies, we were schoolyard friends. And when I say that, I mean we were the best of friends. Spitfire would fight with me in an alley if she had to. Anyway, it had always dreamed of living together, and moving out would shatter that dream".

"Oh...", I said.

"But at least I still get to see my Fluttershy now-and-then", Flutterkind said, "It's better than not at all". I nodded.

"I like you story", I said. Flutterkind smiled.

"Thank you, Sweetheart", she said, kissing my cheek, "Alright, let's go back to the table. I believe a certain colt deserves some dessert after finishing his meal".

I smiled as Flutterkind picked me up and carried me back downstairs. Once we got back into the, Flutterkind put me back into the highchair threw away our paper plates, and gave us new ones. After that, she opened the oven, and pulled out fifteen chocolate-chip cookies. Just the sight of them made me hungry again. I absolutely loved, and still continue to love cookies, especially chocolate-chip, and I feel that they would make up for the stolen cookie during school. Anyway, she place five cookies on each paper plate and served us. The cookies were soft, sweet, warm and chocolaty, and I loved them. After dessert, Fluttershy tossed the plates in the trash and cleaned up the table.

"Well, was everything enjoyable?", Flutterkind asked.

"Mm-hmm!", I said, cookie crumbs all over my face. Fluttershy chuckled and used the bib to wipe them away.

"Everything was great, Mother", she said, "Thank you".

"You're very welcome, sweetie", Flutterkind said. That's when I felt a sudden craving for milk, thanks to the chocolate in the cookies.

"Fluttershy?", I asked, "Milk please?" Fluttershy smiled.

"Sure", she said. Fluttershy rinsed out my foal bottle, filled it with milk, and placed it in the microwave for thirty seconds.

"Sweetie, I best be going now", Flutterkind said, "It was nice seeing you again".

"You too, Mother", Fluttershy said, sharing a slow nuzzle with her mother. Flutterkind then walked over to me with a smile.

"It was nice meeting you too, Sweetheart", she said, hugging me, "And I'll keep my promise".

"OK, Flutterkind", I said, nuzzling myself into her coat, "I like you". Flutterkind blushed a bit.

"I like you too", she said. She then walked out of the house, closing the door behind her. Fluttershy grabbed the foal bottle from the microwave, recapped it, and shook it.

"Alright, Sweetheart", she said, "Let's go to my bedroom. I'll give you your milk once we get there".

I nodded as I was once again unstrapped from the highchair and carried upstairs into Fluttershy's bedroom. I smiled as I saw Lucky laying on the big pillow on the bed. Fluttershy could tell what I was thinking, so she spoke to Lucky.

"Hello, Lucky", she said, "Would you mind making a little room for us? I'm sure sweetheart here would let you lay on him".

I happily nodded and reached for her as Lucky meowed and stood up, moving over as Fluttershy sat down on the bed, holding me in her forelegs like a baby again as Lucky climbed on me and rested herself on my stomach. I smiled and happily pet Lucky as Fluttershy tied a clean bib around my neck again.

"Here's your milk, Sweetheart", she said. Fluttershy held the foal bottle and pushed until the amber nipple was in my mouth. I held the bottle in my hooves and suckled, drinking the warm, creamy milk. My lips curled up into a smile as I continued to drink. A few drops began to leak and run down my cheeks, but I didn't mind it. Some of the drops reached the bib, and some didn't, because Lucky was feeding herself from the stray milk-drops.

Fluttershy smiled with a light blush as I drank from the bottle, comfortably laying in her forelegs. She began cradling me very slowly from side to side, humming a small tune in my ear. The tune and cradling started to tire me a little as my suckling slowed and soon stopped as my stomach was finally full. Fluttershy stopped cradling and placed the 1/4-full bottle on the nightstand next to us.

"Have you had enough?", she asked, rubbing my full stomach.

"Mm-hmm...", I said. I then felt an uncomfortable buildup in my stomach as I groaned, trying to figure out what was wrong.

"Oh my", Fluttershy said, "Hold on". Fluttershy sat me up and lightly patted my back, forcing a loud burp out of me. After the belch, I sighed in bliss as the buildup was gone.

"Thank you, Fluttershy", I said.

"You're welcome, Sweetheart", she said, "Just remember to say 'excuse me' when you belch, OK?" I nodded, rubbing my eyes and yawning. Fluttershy smiled and pet my mane slowly.

"I think it's bedtime for you", she said. I grinned weakly as Fluttershy grabbed my pacifier and placed it in my mouth. She tucked me into the bed, and even placed Lucky on my chest. She kissed my cheek and nuzzled me.

"Would you like a song, Sweetheart?", she asked. I smiled and nodded, happily suckling my pacifier. She plugged in the nightlight and turned off the room light. Then, she sat down next to me, rubbed my stomach in circles, and began singing her lullaby softly into my ear. The powerful lullaby and the rubbing combined was so soothing, and my eyes closed almost instantly as Fluttershy stopped singing, only the suckles of my pacifier heard.

"Goodnight, Sweetheart", she said. She left the room, cracking the door as I fell into another deep sleep, smiling peacefully.

Author's Note

OK, I know some people are going to complain about one of these things in this chapter, so allow me to explain:

"Why is Fluttershy's mother's name 'Flutterkind'? That sounds weird".
A: I believe every one of Fluttershy's family has a name like hers. It's clear that Fluttershy has no last name, and her only name is made up of two words. I think the second part of the name is a word that describes how they are. So, I believe "Flutter" is the family name, and "Shy" is her given name.

"Why are Sweetie Belle and Pipsqueak in the alternate class? Sweetie Belle has been called a dictionary for crying out loud".
A: It's clear Pipsqueak is from Trottingham, and since Trottingham has never been talked about or shown in the show, I figured it wasn't such a rich city, and Pipsqueak wasn't able to get real education. As for Sweetie Belle, I had to have a reason for her to be in the class, since she has befriended "sweetheart".

"Where are Applebloom and Scootaloo?"
A: In this story, I've added the alt. universe tag because the CMC was never formed, thus Sweetie Belle never met her friends. I can't tell you the reason, because it would gave too big of a spoiler.

"Why does Flutterkind share a house in Cloudsdale with Spitfire? Why not her husband?"
A: Again, I cannot say, because it would give too big of a spoiler. If you want to know, PM me if you can keep a secret, or just wait for future chapters.

I hope Chapter Two made a bigger satisfaction than Chapter One. Trust me, the story will get better as the chapters continue.

A special thanks to PinkieDP and dante123113 for accepting my cover art request. Suggestions can still be taken. Even if your idea doesn't make the main cover art, I'll still show it in the Author's Notes and give you a shoutout.