Loving Mother

by Freewing Alchemist P

Chapter 12; HayPenny's Duale With The Shadow Tail

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This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro. Keep in mind this is an AU and has some differences.

The sun had not even risen in the sky yet, but HayPenny was ready for another day of his duties. It was his duty as a gentlecolt’s gentlecolt, to be up before the sun and ready for anything. He was Pants family Head Steward,and he was currently Sir Fancy’s gentlecolt’s gentlecolt.

Most would consider Handling Uncooperative Servants to be Problematic but HayPenny liked that part of his great many duties for the household, so it was more an enjoyment for him to straighten out any of the underperforming staff members. Since it was the Head Stewards job to deal with such things like that anyway. On the other hoof, Since all that Madame Fleur and Sir Fancy were always well behaved he could never exercise any of his right to correct any bad behaviour. He looked very much forward to punishing the brothers for their transgression, but before that he need to take care of Madam Fleur and her foals first.

It was easy to prepare himself for the day, especially since he had only to truly take care of Madam Fleur and her Foals. HayPenny had cooked a quick breakfast for Madame Fleur, perusal, and prepared the Foalmula, as per the instructions, in four bottles , placing them on a silver tray he carried it to Madame Fleur’s sleeping quarters. Entering quietly, as to not bother her in anyway, he could see that she was still sleeping. He carefully placed the tray down by her bed and went to double check on the foals. While he was certain that they were well taking care of, and that nothing was wrong, it was still his duty to check of the foals even if it wasn’t necessary to do so. Besides, another set of eyes would not harm anything. He slipped inside the nursery, where there were three sleeping colts and one filly so at the currently.

The first colt, named ‘Little Button’ his coat had first been light brown, has now turned a much darker shade, while his ginger mane had now become white, streaked with silver. HayPenny could guess that he was done, or almost, with his transformation in becoming a blood member of the household. Then, he looked over at the next two colts, “Little Snips’ and ‘Little Snail Trail’ they were still new additions and thus they were only starting to change. Where their manes and tails met their coat colors seemed to be… well, starting to invert themselves.“I wonder why they are changing so much?” he wondered to himself before focusing back to his duties”Well, it looks like Little Button’s change is just about done.” HayPenny looked at the only filly. ‘Little Penny’ her change wasn’t as all encompassing as the others, as the shade of her mane was just now slowly changing to a very peler tone. This made him wonder about the young colt that she had given away to the musicians, with a foalmula of their own, it seemed to be a little… Crazy? He had no delusions of what he was doing was the right thing to do, but at the same time some things were not completely wrong.

Then for some reason, he felt as if an ominous presents was closing in on him, then he heard a familiar voice rosed up. “Who dares disturb my foals…” He heard her snarl, but HayPenny did not turn to meet her, as she was afterall like any mother protecting her young. He knew that Madam was ready to tear him asunder, but he was not afraid. “Oh, HayPenny it’s you!” her voice lost its menacing tone it previously had.

“Ahhh,” He let that draw out for a bit before continuing “Hello madam. I was just checking up on the foals. As It is my sworn duty to make sure everything's in order, and that includes all my charges. It is the job of a head steward to also take care of such matters.” Haypenny stood at attention, awaiting for Fleur’s judgment.

“Oh, yes, of course it is, thank you Haypenny for your diligence.” She gushed.

“No problem madam. It is my job,” He affirmed for her once-again. “Now, madam, I would like to strongly advise you to not continue to make your family grow any further at the moment. We should take it slow as that there were five foals involved and we do not want to be… interrupted.”

The mare stopped and started to think about Haypenny’s usually wise counsel for a moment. The current situation of affairs did make him nervous, not that he couldn’t handle himself of course, but dealing with Mrs. Fleur maternal instincts as the are now could cause a issues for him. Not to mention, explaining any disagreements with the mistress to Mr. Pants would be a very embarrassing time. “Well Madam, I do have a question, if I may ask. Why did you give the two musicians that colt?”

Fleur smiled at him. “Oh, well they were just like me, they wanting a family, but couldn’t because it was prohibited to them and it seemed only right to allow them start a family of their own just like me. It just seemed wrong of me to deny them the chance, especially since they needed to be for their services as well.”

“I see, well, I believe that why you might best to abscond from ‘adopting’ more family at the moment why don’t you spend some time with your new family madam, maybe rename them? Rebranding them as your own? To make them truly yours flesh and blood, fortify your motherly bond with all of them?”

Upon those words Fleur smile. “Why that’s a very good idea. Thank you very much HayPenny for your suggestions. Now, what will you be doing today?”

“Just tidying up loose ends with some of our deals, that is all, madam.” He cryptically answered.

“Ah, the Zebra. I can’t wait to see what she can do for us with my foalmula.” Fleur gushed.

“Perfectly Understandable, now I must be off, good day madam.” He turned to walk out the nursery.

“Oh, Haypenny.” Fleur called to him.

“Madam?” He paused and asked puzzled, readied himself to complete whatever task she might asked of him. .

“Oh, HayPennny. I would like it if you let me take care of those two brother’s betrayal, I have something very personal in mind.” She asked simply with a smile. “Oh yes, I have a marvelous idea how to teach them with. Just be ready to help me out in when you come back.”

The gentlecolt tilted his head quizzically. “What do you mean madam? Will you be terminating their serves?”

“You’ll see,” She cheered mechanically. “Just go about your way.”

“As you wish.” HayPenny gave her a bowed and left the nursery.


HayPenny trotted out of the train, ready himself for what he knew was going to come, he checked his watch and then let his magic go. Not much later, he felt a familiar tingle and the cold trickle oozed around him. His magic, the magic that only a unique kind of pony like him could have.

The world went gray, the sun became blocked by swirling dark clouds, everything slowed down to a crawl. As the smell of damp and mold festered and bloomed into the air. Slowly all the stationary objects became covered with a thick layer of cobwebs, and when HayPenny could see his breath, then he was off.

He was a Grayling, and slipping into The Gray was as easy for him to do as trotting across a room. The Gray was a gift that only Graylings could perform, it was better than imperception spells because there was no way around it, well except for one thing, but he knew that those were few and far between. The two were connected at the hip, Graylings existed because of The Gray, but in truth The Gray came into being because of the Graylings, or at least lead to the first Graylings. The original Graylings were once creatures know as a Umbras, they were masses of living darkness, but whether it was through a misshapen of magic experiments, or some sort of cosmic change, no pony knows. The Umbras somehow became pseudo real ponies, with all that comes with it, they were not ready for it. And Like all living things some escaped and went on to make connection with ponies and have foals of their own. He was a descendant of one of those poor twisted creatures, but unlike them he could enjoy life like all living things. Yes, while the first Graylings did not enjoy life, their children and grandchildren however did, so on and so forth all the way down to him.

HayPenny’s family has served the Fancy Family household for many generations, and while this little illegal venture they had stuck their hoof into was a first for him, which he attributed it more to his beloved master’s Pants’ wife wants, he was firmly resolved to do what was expected of him. These unfortunate indiscretions would be overlooked, as it had always had been like that before, like with his father and Fancy’s father before him and so forth. HayPenny’s family has always been faithful in their services to the Fancy family, in both its survival and its integrity, it had been long before there ever was even an Equestria. Such loyalty always transcended any consideration for laws, or lives, and he was staunch defender of that belief. “Why must all the Fancy Stallions heirs fall for such eccentric Mares, a balance of honed refinement and utter craziness.” He muttered to himself “Well, can’t hate the results though.” Haypenny shrugged. The Family Fancy was the secret knife that protected the Princess and all the other Royals like them. It was the Fancy Family that helped to put an end to nobles squabbling that would seek to harm the Princess. “Thought they did slip up with The Storm King.” HayPenny Sighed.

He knew that Fancy Pants would be collecting new information on a right of passage that was called ‘The Ascension’. It was originally meant to give the members of Fancy family a keen advantage against any of the enemy of the Fancy Family.

Sprong, Sprong, Sprong. Something brought HayPenny out of his contemplation. Somehow, in the middle of the Grey, a domain where he should be the soul master of, A strange pink blob was somehow bouncing wildly into view. Now Haypenny is getting nervous, this unexpected incursion into what should be, in all rights, his domain. “No, it can’t be it’s, it couldn’t be, it’s A Shadow Tail!” He gasped. Despite being in the Gray, his very element, all he could do was stand still as the pink blob moving every which way finally stopped, and materialized into a pink pony with a candy floss for a mane.

Haypenny could see that the pink pony was moving slowly and tentatively, examining everything and everypony like she was looking for some pony. HayPenny could tell that the pony was on a mission. Lucky, HayPenny could tell that the pony was not aware of her abilities. If she could then she would see him and not just travel in between the real and The Gray. HayPenny watched as the mare stopped and looked around again, in a slow and yet normal voice spoke. “Gee, where is that pony. My Pinkie sense told me there was a pony that I haven’t met yet and they were right here.” The strange pink pony looked around and comically stretched and bent her body forward in a most unnatural of manners. Then she stretched her hoof in front of her and wiggled it probing the air.

Haypenny leaned back as far away as he could avoiding the anomalous pony’s touch. Still avoiding her hoof, Haypenny misstepped and he fell to the ground unceremoniously, luckily because of that missing her hoof. Haypenny shot away form the pink pony, he was forced himself to run, run as fast as he could in his Grayling form. He dared not to look back, as he raced forward he knew that if he did she would be already on top of him. With as much speed he could call he shot into a back alley. “I must buy myself some time.” He puffed, the world shifted back to a color, life, filled place. He let out a exhausted and relieved sigh and slowly looked around to make sure he had not been followed, carefully he trotted on words. Heypenny knew that this would only buy him some time because A Shadow Tail, would quickly shift back. Heypenny could tell that this pony did not know she was A Shadow Tail. For if she did she would be able to find him easily, she would be able to look and reach into The Gray, he could tell this because her body would move uncontrollably. Yes, it would seen like a warning but it’s her powers showing itself. That was in his favor because she would not know how to use her ability at its full potential.

Haypenny cut through the back alleys as he constantly shifted between The Gray and the real world. Yes, it can be disorating but he was an consomet master of his craft, after all he was part of it. He would jump in and charge before jumping out of The Gray and shuffling through a little shop before surried out of the back of the store. He had not pushed himself so hard in a long, long time.

He was not far off from The Everfree Forest, he would be safe there because The Shadow Tail’s ability would not work properly because it was one of those places that worked outside the normal rules. He pushed himself forward and when he crashed into the underbrush he knew that he was safe.

“First time,” He huffed and sucked in deep gulps of air. “The first time I’ve lost a duel with a Shadow Tail, and she wasn’t even a proper one.” He fummed to himself. He was not afraid of anything that could be found in this place for the simple fact he was pretty monstrosities too.

HayPenny expertly navigate through the danger without much danger to himself. He was soon in front of an enormous tree covered with other tribe designs and vestments. HayPenny could only nodded to himself know that he had reached the desired location. He was not sure what he would find here, zebra and sent her a letter of introduction, not really his best work his understanding of Zebrakin’s written language was limited and their language would be tougher. He knew that Zebrakin was a rhyming langue by nature making it difficult. He pondered this for a long time and tried to pull from his memory all this Zebrakin and rhyme skim he knew.

The front door of the tree house opened and a zebra poked her head out. “Is it you that called on me? For few other would come here to call on me.” HayPenny opened his mouth to speak but his words would not obey him. “No need to use my native tough, Speaking yours could be done.” The Zebra motion him to follow her into her home.

“I see,” HayPenny nodded and made his way into the Zebra’s home. “I am the one that wrote to you. Now, did you…?”

The Zebra inclined her head. “Indeed, now payment is what I need.”

“I have plenty of bits or if you need some sort of other…” HayPenny stopped by the Zebra’s hoof.

“My name is Zacora and it’s plain to see,” She pointed insider her home. “I have made great strides, please, please come inside.”

HayPenny did so without hesitations, he could see all the different thing that her tribal alchemy needed, not to mention montones form her home. The Zebra trotted over to an enormous blackened cauldron and work bench with viles waiting in holders for transport.

“I am assuming that these vials are a sample of the final product and well we receive the directions on how to reproduce them?”

The Zebra nodded. “One to make a mare lactate, potion latent milk for foals to take. The others improvement on what you potions maker made.”

“I see, so it is now time for you to be paid.”

“Yes in deed now payment that I need,” The Zebra reached over and lifted the journal up. “This is what I desire and a promise that your plan will soon be retired.”

HayPenny knew that this little excursion would be ended once Madam Fleur was satisfied, but the book? “Why would you like the book? I am sure that you had enough time to copy anything that you want from the journal…”

“Not for the potions in sided but for the family ties!” The Zebra flipped the one of the last pages showing drawings that looked like a filly had done them.

HayPenny thought for a moment. “Your the Shamaness?”

The Zebra looked as if HayPenny had insulted her. “How old do you think I am? My dame surrogate’s notes belonged to her.”

“The Shamaness was your mother? Wait, your one of the foals she save?” HayPenny’s eyebrows shot up.

The Zebra nodded and held the book close to her. Many thoughts came through HayPenny’s mind but he could even come up with a compatible answer. In truth HayPenny knew that answer to complete this excursion was needed. “Very well Ms. Zacora you have a deal,” HayPenny gave them a bowe. Slowly as HayPenny packed away the potions in his saddle bag. He pause only so that he could answered a burning question. “How is these potions good with excessive ‘magic’ use?”

The Zebra tilted her head. “Why do you ask?”

“I will have to out maneuver a very excited pink pony to get back to my employer” HayPenny explained.

“No worries about that, I have a potion for that.” The Zebra reached for a swirling blue and lavender potion from her wall.


Never, ever, ever, again! Would he travel by potion again! It was crazy and disoritening, even if it worked like a charm depositing him right in front of the train door. After checking that all was in order he stepped through the door. It was easy to find, Lady Fleur was now. She was playing with her new family.

“Madam, I have returned with the new foalmulas.” He announced.

“That’s good and I have dealt with those troublesome brothers, would you like to see?” Madam Fleur cheered. ‘I really rather not like to deal with dead body’s’ he thought to himself.

This made HayPenny nervous, but he still followed the mare. She led him to the twins’ engineering room. It is there that HayPenny saw the Twins who sat on the floor, their coats and manes where pile, their eyes unfocused, their mouths opened and as drool dribbled down.

“They are quite cable of being restrained and I could think of no pony better to do it then you,” Madam Fleur gushed cheerfully. “I hope they will be good Acolytes to you we can use some more hard worker like yourself.”

HayPenny Straightened himself up. His mind calculating all the possibilities that could be important. “Of Course, are their technical skills in tact?”

“Of Course along with other important thing but other memories are gone. Empty vessels to fill with new liquids, as it were.”

HayPenny couldn’t think what to say to his employer, this was quite unusual. HayPenny nodded and trotted into their room. “I will make them perfect Gentlecolt’s Gentlecolts. Thank you for your help Madam Fleur.”

“Your welcome, Now I must get back to my little ones.” Fleur said as she trotted away leaving HayPenny to his new Acolytes.
“Thank you madam,” He took in a sharp breath. “This is quite a unique gift and I will beginning their training post haste. Hopefully this will bear fruit.”

“That is excellent, I'm glad that you are happy with them. I am quite proud that I was able to handle the situation myself.”

“Indeed, I am also glad as well. I am sorry that I must repeat what I said before...”

“And what is that?” Fleur chuckled but she stopped when she saw that he was serious. “I am listing.” She answered promptly.

“You have collected four new foals. Four new family members of our your family, so I would strongly suggest, that you get to know the four you have now. Maybe you can see what make them special, different and unique.”

Fleur thought about that for a moment. “Names? Yes, that sounds good, I should give them Names. You have a point, maybe slowing down is for the best. Yes, getting to know the little one’s is the best thing I can do at this moment.”

“I am certain that once I am done training my new Acolytes, we well be in a better state to aide you. I mean since there will Then maybe we will be able to help you better.” Haypenny suggested.

“If you insist,” Fleur shrugged. “You are right, I can't really complain. I will be able to play with my foals.” Fleur trotted back to the nursery as HayPenny went inside to start training. I hope that this will go alright, I could use some help in the future.

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