Loving Mother

by Freewing Alchemist P

Rating: mature
Tags: Sex, Random, Fleur de Lis, Alternate Universe, My Little Pony: Friendship is Magic, Dark, Other
Length: 35896

Fleur De Liss alway dreamed of being a loving mother but after she found she could not have foal her world ended. That is until she found out how to get foals another way.

Fleur De Less dreamed of being a loving mother.
Lovingly taking care of her foal.
Lovingly Help them learn their lessons.
Lovingly Watch them grow and change the world.
But she found out that she could never conceive. Surely there was some way she could become a loving mother?
Why, if she can't conceive a foal then she make them. (Though Magic and Mind Control of course.)
Note: Other tag because there is going to be a lot of other Ponies in the story not enough space for all the pony tag. Warning; story may disturb you, may have fetish stuff that may make you hate story. Mind Control, Age Regression. diaper usage, No actual sex I just put it there for the fetish stuff.
(Special thanks to Mixed-up link to his Deviant art, and Scribe-feather for the helpful input. I know I have a long way to got to work on this but thank you for the help.)

Published 2016-09-28 22:40:01 UTC
Last updated 2019-01-01 16:54:37 UTC

Chapter 1; Fleur Dis Lee

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro.

The consulting room on the third floor of the Canterlot Health Clinic was warm and cozy, the doctor was thumbing through a malia file, Fleur frowned a bit, noticing the words FLEUR DIS LEE written at the top of the first page. The two of them were quiet for a long time it became awkward. Fleur was drinking her overprice coffee while she waited for her doctor to speak.

“My test results?” Fleur addressed a mango colored mare in a medical coat.

“Yes, your blood pressure in acceptable range, your metabolism is fine, immune system is working well, you're physically fit.” The doctor replied, placing a report on her desk.

"That is good news Doctor." She interrupted the doctor

“But Miss. Fleur.”

“Oh, it’s actually ‘Mrs’ .” She corrected the Doctor.

“Well, Mrs. Dis Lee.” The Doctor corrected.

“To be honest, I've always wanted to have a foal,” She said interrupting the doctor again. “I could just image my foals, taking care of them, loving them..."

"Mrs. Dis Lee, I have to tell you..." The Doctor broke in again.

"It was quite the unreachable goal in the past, considering my profession, but a few months ago my husband and I decided to work towards it. You know...” She sighed. “And so far no luck. I was wondering if you could prescribe some kind of pill or a potion for that?”

“Mrs. Dis Lee, I must insist you listen!" The Doctor shouted. This made Fleur stop talking. "There’s no easy way of saying this, so I’ll just do it. There is no known medication which could help you with your ‘no luck’ issue. Do you understand what I am trying to say?”

Something inside Fleur cringed, rendering her speechless. When she realized what the other mare was implying, at first she didn’t understand. Then, she didn’t want to understand, as if denying the news could somehow change the reality. She felt as if one of those blazing, sky-splitting lightning bolts had struck at her heart.

“I-I can’t have foals?” Fleur whispered. “Why?”

“Your reproductive system is dysfunctional,” The doctor clarified flipped through the pages of the report. She pointed at various pieces of data, which Fleur didn’t even try to understand. “It came out through this recent examination. It is a genetic trait, so it’s not your fault. But, I’m afraid it also cannot be cured with current medicine. I’m sorry.”

Fleur remained silent for another long while. Unable to foal? That was a shock, more like a heart stopping world ending, so yes she was shocked to say the least. To resign from such an opportunity in order to pursue career was one thing, but having it so abruptly denied felt Fleur chuckled. She had it all planned out already, her dreams reaching beyond dresses, catwalks, and photo shoots. She even made a list of potential hobbies and activities to try out on her retirement. Most importantly, though, she wanted to grow old as a happily married mare with her husband and a bunch of cheerful foals by her side. While the part about being a wife was already checked, the one about being a mother was the actual reason for visiting the clinic.

“I...” Fleur hesitated. She cleared her throat and raised her head and took a deep breath. “I understand, Thank you, doctor.” Dizziness was all she found the moment she stood up. She could barely keep herself on all fours. The other mare stood up as well and walked Fleur to the door, partly as a courtesy, partly to make sure her patient wouldn’t collapse in her office.

Fleur found herself back in a clean and well-maintained corridor of the CHC. It was a private clinic which offered counseling and medical treatments to affluent citizens, but it would seem that even the best conditions, the best equipment and the best experts that money could buy were powerless in her case.

Looking around, she saw numerous ponies, both clients and various specialists, walking by as each of them headed somewhere with an apparent purpose. Fleur did not know what to do next, where to go, or how to act. Her carefully laid plans for the future we're not going to matter. She just stood trying to make a dignified expression on her face. She tried to maintain herself despite being on the verge of collapse.

It was that reason she found herself in a tiny and dilapidated curio shop. It’s old and dusty shelves were cluttered with oddities. The dim light from the few dirty windows told Fleur that this shop had not seen a patreon in years. Still the place had a strange allure to it, one that Fleur could not walk away from.

“May I help you?” Asked a pony in oriental dress, she assumed he was the store owner.

“No,” She shook her head. “Just looking”

“All right I’m sure you’ll find something that might interest you.”

Fleur doubted but she she still looked around the old store. That is when she notice a bookshelf with beaten old books but one seemed to jump out at her. She walked over to an aged book spine, she pulled it free. It was a worn book bound in some sort of skin she could not tell. There was old Zebronic writing on it most could not read it, but she could.

It was a general form a Zebra shamaness, that in itself was not unusual it read like a diary. Her life the and how she became a shamaness, how she helped her tribe and then decided to go on a journey to help others. On her travels she came upon a group of foal, these foals were survivors of their Tribes slaughter. Feeling the little foals’ pain she took them and throughout their travels they became a family. It was a long time before she made it back to her tribe and by then she was the foal’s mother in spirit and love. So when asked who they were she answered that they were her children. Her tribe did not question it and they lived happily for a long time.

But it came to an end when another tribe, the one that killed the foals previous family and tribe came looking for them. The told them that they were looking of a set of foals from an enemy tribe and that they knew they were with them. If they did not allow their shaman to examine the foals they would be wiped out. In a panic the shamaness made a potion that would make the young into ‘her’ foal so that no test could tell that they were not.

Fleur stopped reading for a moment and thought. This can’t be real, it can’t be true, a potion to make a foal? She examined some of the pages. “The formula it’s here.’ Fleur breathed. that’s when she noticed several failed attempts with different results.

The Shamaness told her adopted children what the potion could do and that they would be her children, but it would sever ties with their old blood. Surprisingly they accepted, because they already see her as their mother. The foals explain that their tribe would want them to be happy and live on even if it was with another tribe and mother, both of which they love greatly. The other tribe’s shaman examine every foal but when it came to hers nothing was out of the ordinary they believed that they were her foals.

Fleur stopped again, and smiled. “This is it! But I only have part of the equation…” That’s when another book a beaten up brown book caught her eyes, she pulled it out. “Guide To Hypnosis, Beginner to Advanced.” Her smile widen. That’s how I’ll get a foal, correction foals. she thought.

“Did you find something?” The shopkeeper asked.

“Why yes I did,” She deposited a large bag of bits on the counter and she flashed him a sincere smile. “Could you gift wrap them for me?”

Chapter 2; Fleur’s Practices

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro.

Fleur sat in her opulent bed chambers, her four corners of the bed was covered in fine exotic silks. Priceless paintings and antics sat in there proper places mirroring its elegant occupant in every way, but not today. Today the mare was acting like a teen age filly kicking her hind legs excitedly. When Fleur Dis Lee got home she rushed strait to her bedroom, she couldn’t help but start her new study. “Placing a trance over somepony may require some form of tool to bring their heavily active conscious mind down to more susceptible levels. This is more important to new hypnotists who are still learning. Objects metallic and shiny tied to a string such as a gold coin on a string or a polished watch on a chain catches a subject's attention, making it easier for a trance to set in” She read aloud.

Her plan could not be any simpler find some foals, hypnotize them and use the Zebra drug to change them into her foals. It was fate she knew it, now all she had to do was learn hypnosis and make the formula…

“My dear?” A cultured voice caught her attention. A fancy and well groomed stallion came into her room, he did not seem out of place in the room more like he was part of it, with an elegant styled mane and dapper suit coat.

“Fancy?” She asked.

“Haypenny said that rushed to your study, is something the matter?” The Gentle colt asked but he jerk as his mind quickly reached a conclusion. “The tests, the tests did not end well… Did they?” The last bit was more of a hope then a question.

“Oh, just I can’t have children.” She said flatly.

“You, you can’t? That’s horrible…,” Fancy Pants stammered. “How are you feeling?”

This cause the mare to pause and think about it for a moment. “I was in a sort but,” Fleur show her husband the books. “I found these.”

He briefly scanned the books for a moment. “What do a book on hypnosis and a journal from a zebra shamaness?”

“Oh, It’s simple.” Fleur told him.

“Simple?” Fancy asked.

“Yes simple, I will use hypnosis and the potion to make some poor foals into our foals.” Fleur answered him, giving him a smile.

“I see…,” Fancy laughed slightly. “Is this what you truly want?”

“What?” Fleur tilted her head.

Though she was happy that Her husband was being supportive she was also more than an a little confused. The silence lasted a long time before any pony said anything. She did not want say anything but she had to. She was happy that her husband was supportive to what she wanted but it was outlandish. Even by Canterlot standards. Her husband just smiled and embraced her in a gentle hug. It was touching and comforting she could get use to this feeling.

“Sir? Madam?” Broke in a stallion with long mustache covered his mouth as his big bushy eyebrows covered his eyes.

“Yes Heypenny?” Fancy Pants

“I suggest that the Madam should at least try to perform hypnosis on some pony befor we go any further.” Heypenny suggested.

“That’s a splendid idea. Who then? Maybe you Heypenny” Fancy Pants chuckled slightly.

“Not at all Sir, you see there is a Filly Scout heading this way.” The aged steward answered.

“That’s a splendid,” Fancy looked over to his wife and offered her a hoof. “Shall we?”

The filly Scout was quickly ushered into the living room, Fancy and Fleur gave her a large smile. The filly smiled back even though they could see she was nervous. The but they tried to put her at ease by letting her take a seat and letting Haypenny serve her something to drink.

“Now little one what can we do for you?” Fleur asked.

“Well,” The filly started. “I am selling cookies for my scout troop in hopes to raise money for charity. It is my hope that you will be willing to by some, or if you just wish to give a donation that that will do as well.”

“Ms. I believe something happened to your watch.” Haypenny handing her something.

“Oh, something not right,” Fleur said. “My, my, I think I see something is wrong.”

“Really?” Fancy said and looked at the object. “Say, why don’t our filly scout.”

Fleur floated a golden watch an chain and dangled it in front of the filly. You see the watch was nothing special. It’s old, but well maintained, see it gleaming in the sun with a golden shine It's glass is completely free of cracks and the gold is cleaned of signs of any damage from the elements.

“It looks very nice miss but what do you nee of me for?” The filly shout asked innocently.

"Could you take a close look at this watch? The light doesn't seem to be reflecting off of it well," Fleur held the watch up in front of the filly’s face. She slowly swayed it from left to right and the earthbounds’ eyes were soon to follow. "Do you notice how the light seems a bit odd? Perhaps it's dented."

"It's a bit hard to see," The filly commented as her eyes followed the shining watch, "I believe I see some damage, but it might be best to take it...To...A...." her words slowed to a crawl as her eyes became blank. Her eyes locked on the watch as she slumped into her seat.

Fleur pulled away the watch and waved a hoof in front of the dazed foal. "You there?" She asked, trying to get the filly's attention. No response.

“ It seemed to have worked!” Fancy cheered.

Fleur nodded in affirmation. "Okay, little one ," Fleur started, floating the watch back up in front of her face. Her eyes quickly locked onto the watch like it was candy to a colt. "Good." Fleur swayed the watch back and forth as she began.

“A silly test, for sure, but it was simple and distinctive enough for us to see if it worked.” Haypenny said to aloud, they all nodded.

"Now than, little, when you hear me say Toffee Bit, You shall itch your nose." Fancy held back a laugh, as Fleur continued. "Understand?" The dazed pony nodded slowly.

“Try something a little more difficult.” Fancy suggested

"Good idea. Now little one, then when I say Candy Mint. You shall pee yourself, but think nothing of it. Understand?" The filly nodded again.

"Now than," Fleur continued to sway the shiny watch in front of the other pony. She behaved herself and followed the watch as it swung. "When I stomp on the ground three times, you will be brought out of your trance, completely unaware of what happened."

Fleur floated the watch back down and tucked it under away again. The filly was frozen, not moving an inch except for the occasional slow blink.

The white unicorn stomped on the ground three times and the effects quickly took hold. The dazed the filly scout quickly snapped back to reality, blinking a couple times as she looked at the noble pony.

"Can I help you with anything, Ms.?" She said dutifully.

“Oh, yes, we would like to have some of those cookies.”

“Really? That’s great what would you have?” The filly asked.

“Do you have any cookies with Toffee Bits in it?

The three ponies watched as the filly scratched her nose. “I think, I just have to check the menu?”

“Yes, I do love the cookies with the Toffee Bits.” Fleur said again to make sure that it was her handy work that did what she thought.

The filly scratched her nose again. The three of them knew that it was successful but they were not done yet.

“Oh, how about cookies with Candy Mints in them?” Fleur questioned.

Without any more words the three heard the filly let her pee flow and soaked the chair cushions. They were happy the test had work, and they were more than happy to buy and donate to the little filly scout. When she was sent on her way, smiling about all the money that she had acquired. While her husband was smiled Fleur was concerned why her husband was so accepting of what she wanted to do.

“Why, why are you so…” Fleur started.

“Why am I so accepting? Well, mother warned me that mares form Prance can get a little crazy over one thing. You don’t seem to be too obsessed over Money, Status, Looks, your time as a model, or even me. But being a mother, well that is something to be obsessed about. I too wish to be a father. So why don’t you focus on your hypnosis and I’ll worry about everything else” He kissed his wife lovingly on the cheek.

“You’re the best.” Fleur gushed at her husband and dashed to her study.

Chapter 3; Fancy Pants

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro.

In the spaces placial manor Fancy Pants was seeing to business in his study. Fancy Pants’ study, with it wood panel walls and hardwood floor, walls adorn with mementos and keepsakes from his long life. His seat of power, his desk, was set in the middle of a large arch window illuminated that office. The office had been were many decisions were made and at the current time his personal life was being decided. He lifted himself up from her still with a curties smile on his muzzle. Most ponies would describe Fancy Pants simply as a handsome, wealthy, and well-bred stallion. A gentle cold through and through Right now of course he wasn’t being a gentle colt several sharp sabers were floating above four stallions.

“Good Gentlecolts,” He began in an even tone. The sabers leveled to their throats. “ I am here to offer each of you a chance. I am sorry that I punctuated my speech with steel, but some of you here are not too trustworthy as of yet.” He eyed a set of twins yellow unicorns with red manes, who in returned swallowed hard.

A Pegasus cleared his throat. “Everything will be ready for you sir. My Alchemists are working on the formula and maybe even improve it, or even make something new.”

“Excellent, Barley Brew. I am glad to hear it.” Fancy Pants Cheered.

“We understand Mr. Pants well have the work done in no time flat!” Said a bulky, earth bound pony with a hard hat dressed in orange and yellow clothing he was not afraid of the sabers floating in front of him.

“Thank you Boom Crane, now I hope you will be able to work on two different projects at once and of course having the twins work on one.” Fancy added.

The twins chuckled together and looked at each other. "Now, don't get so..." One of the twins started, then the other picked up "Aggressive now." Fancy Pants could tell that his show of force had robbed the twins of there normal talent for showponyship. He needed them to know that he would not take any of there games.

“They’ll behave, or else.” Boom Crane snarled at the both of them. This caused the Twins to cringe again, but this time one spoke. “My brother and I are just wondering..,” The one with the mustache begin. The other one picked up where his brother left off in the conservation. “Why are you doing this? I mean all this? Why not adopt?”

"Yes, I am sure that with your money and resources you have a foal no problem," One twin started and quickly in secession added. "

The room went silent. The magic that held the sabers could now be heard quite clearly. Fancy Pants slowly edging the sabers closer, the Brothers look at the other stallions until they noticed the blades creeping closer.

“Simple, Ponies like you who have never left this country don’t know Equestria is magnificent. All the foals in our country are loved and have a family of some sort. When tragedy strikes and foals are left without family and or home Celestia has put into motion a vast network to cure it. While that is great for them and many who choose to become part of it, the problem is the vetting process is impossible and in fact Fleur and I are not even aloud to try to become part of the network.”

The Twins looked at each other and then at the wealthy pony. “Why?” They both asked.

“Simple, Fleur is a dual citizen both here in Equestria and Prance. Those with more than one citizenship are disqualified, too many legal issues. As for me, some great , great, great, uncle of mine use to adopt foals and then sell them to become slaves. That’s when my whole family line was disqualified from the process. It doesn't matter to Celestia that it was only one member of the family. She also made sure none of my family could adopt any foals from other neighboring country either One bad apple as it were,” Fancy smiled and looked at the Twins. “Now are you two going to help me or am I going to have to take care of this.”

The Twins gulped and nodded.

“Good, now the four of you get to your projects, while Heypenny and I go abroad and take care of some needed,” Fancy paused and lowered the blade from the ponies. “Well support, or rather cover. Now I’m off meeting adjourned, good luck to you all.”

Barley Brew left then Boom Crane cuffed the nearest twin and motioned them to come along.

Chapter 4; Fleur's Final Exam

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro. This chapter was rewritten because a writer by the name of Arzoo told me I plagiarized it so I had to rewrite it. I did not know I did it. I am sorry for the inconvenience for all parties thank you for the wait. I would like to thank Mixed Up too for all his help as well.

It was a pleasant day on the veranda, the sun was shining and the birds were singing, Fleur sat in a simple cafe’ chair across from her was two unicorn foals sitting on a sofa. Fleur let the gold watch sway back and forth. The light from the sun glinted off it. Fleur gave it a pendulum like swing, slow, meticulous, purposeful. The two foals’ attention were completely locked on the gold watch’s motion Hypnosis requires the caster to start small. Start with perfecting the tracing process and then begin submitting simple commands to your subject. As you gain more experience, start complicating your commands with gradual milestones. Fleur reminded reminded herself, reciting the book’s text mentally. Placing a trance over somepony may require some form of tool to bring their heavily active conscious mind down to more susceptible levels. This is more important to new hypnotists who are still learning. Objects metallic and shiny tied to a string such as a gold coin on a string or a polished watch on a chain catches a subject's attention, making it easier for a trance to set in… she recalled. It had been several months since she had began her studies into hypnosis. She had learned many ways to induce a hypnotic trance, music, movement, plant pollen, smells, toys but her favorite was the gold watch, which was using now. Fleur felt confident in what she had to do this was to be her final test.

The two foals barely held onto the tea cups, attention was focused on the gold watch. Haypenny ready to grab the cups when they fell from their hooves. Vocalization is a good indication of how deep the subject is in trance, as it shows how much cognitive thought is still operation. Fleur remembered. “How’s is your tea?” She questioned.

“T...ea go...od.” The colt struggled to answer her. He’s certainly on his way Fleur mused.

“Tea... makes… sleepy.” The filly stammered.

“That’s good, very good,” Fleur said soothingly. “It’s good you feel so sleepy, sleep is good for foals. You want to fall asleep don’t you?” She put more emphasize on her worlds as she continued. “You want to fall asleep, deep, deep sleep. Don’t you?” They only moaned for an answer.

The foals struggled to stay awake. Fleur smiled at this, her work was going well. After her first attempt, Fleur could not risk rising suspension and running her future plans. Fleur had told her servant what she was doing, rather the hypnosis part, they thought it was just some weird hobby she just picked up. She did try adult ponies with little success. But she knew what she needed and when she asked for foals, many were willing to supply their foals. First she used the good foals, to make sure she could perform. Then she use the foals that were slightly problematic to finalize her skills. The bad foals were where she start to experiment with. The worst foals, well, they were her final test. These two were the worst of the worst, but she’d soon fix that.

These foals mother was a maid named Measured Lace, an old friend from far back. In the past she was a rich aries that used her wealth to help other ponies. Fleur remembered all the work they did together all the good things they did. As well as the the greatest dream they shared, a family. She met a stallion that was able to slip her off her hooves, Fleur was happy for her when she got married. She had two foals, the two foals that Fleur had befor her. It looked like she had a family and a good life. Everything seemed so happy, but happiness was not meant to last. It was all an act, the stallion took everything away from her.

Fleur turned back from her memories to watching the foals. She remained quiet for a while watching the foals heads bob. Was their tea cups tumbled from their hooves haypenny caught the teacups before they could hit the floor, his magic grip floated them to a waiting tray.

“You want to fall asleep, you want to be deep in slumber. Don’t you?” She said quietly and softly. Fleur could see that they were trying to stay awake, struggling with everything they had. Fleur looked at the foals, a colt and a filly, Fleur could remember their birth, Measured Lace was so happy and she loved them so much. Then that stallion, ‘HE’ made things worse, he took her money, then her foals. Yes, that stallion took her foals away from her, just to hurt her. He would barely talk to them, when he did it was only to bad mouth their mother and when they believed him he abandon them to a Celestia forsaken boarding school.

Fleur was able to help her friend, she gave her a job as a maid and was able to save her foals and bring them to her. Though they were unruly now she was going to fix that now! Fleur slowly slid over to them quietly as not to startle them. “Good, very good, now listen when I touch your forehead you will no longer struggle to stay awake No, you will fall into a deep, deep, sleep. While in that sleep you will hear everything I say and take it as truth, the truth of your core, it will become part of you.” She reached over and tapped the Colt, who slumped over limply. Fleur stepped over to the filly and tapped her forehead causing her to flop onto her side.

“You are now in a deep trance and until I say other wise you will repeat what I say; You are good little foals, You are very nice little foals.”

“We are good little foals, we are very nice little foals.” The foals said in unison.

“Good, good, You are nice little foals and you want to make your mommy happy.”

“We are nice little foals and we want to make our mommy happy.” The foals parrated

“Good, good, You love your mommy she is always right.”

“We love our mommy she is always right.” Drowned out.

“Good, good, I will now give you a set of phrases to say you will repeat them until I say stop. You are good little foals for your mommy, You love your mommy with all your heart, You believe your mommy no matter what.” Fleur completed the mantra.

“We are good little foals for your mommy, We love your mommy with all your heart, We believe your mommy no matter what.” They repeated. Fleur did not interrupt them as they kept repeating the mantra.

“Good, good, Keep reating what I said until I say otherwise, but remember the more you say it the more it becomes true and become part of you.” Fleur instructed them before she let them continue repeating the mantra .The foals started to chant the mantra. With every round of the mantra Fleur could see their minds accepting their new selves. Soon there was no hesitation, no struggled pause, just content smiles at their worlds. Almost there, just a few more times. Fleur said to herself. It was a good while before Fleur decide to stop them.

"That’s enough.” She stated. “When I count from 3 to 1, you shall wake from your trance, brand new foals. The kind of foals that your Loving Mother would love to have. 3, slowly awaking and eyes opening. 2, aware of surroundings and mind becoming like the kind of foal you were meant to be. 1, back in real time and fully energized as new foals." She tapped them on their foreheads, the foals came awake and smiled at Fleur. “Measured Lace, could you come in please?” A maid came trotting into the room. Fleur examined the maid she was light blue with a silver mane, her ageing on her face was apparent. Measured Lace was the mother of these to foal I have just, helped.

“Yes, Madam?” She questioned.

“Your little foals are proper now,” Fleur smiled back at her. “It’s the least I could do for an old friend.”

“Truly, I thank you Madam. When my former husband robbed me of my inheritance and took my foals…” She paused with a sigh. “I can survive without my fortune but then he turned my foals against me. Thank you for all your help, first by giving me this job and now fixing my foals,” Measure Lace, the maid, smiled. “Come my little one’s.”

Mechanical and in unison, both foals said. “Yes mother.” They followed their mother out.

As Mesure Lace and her foals left and aged, gray stallion strode in. “Madam, I am glad to inform you that we have returned.”

“That’s great Haypenny, did everything go well with Fancy’s business?”

“Yes,the master has told me to show you what he has made for you,” He motioned the mare to follow him.

The two motioned deeper into the mansion, Fleur knew that work ponies had been in and out of the new section of the mansion she didn’t want to disrupt them but now she was being led right to there to where they were working. The new section of the mansion was a magnificent nursery it had plenty of space for her new foals, large window that provide light, a built in a washing skin, a beautiful bay window doors that led to a new garden and outdoor playground, even a little ‘time out pen’ for punishing the little ones. She could see all the fine craft pony ship that was all around her, it was just so amazing.

“It’s beautiful!” Fleur exclaimed as she slowly trotted out into the nursery.

“Glad you like it Ms. De Less,” Boom Crane came into the room. Fleur knew him as her husband’s favorite contractor. So she knew his work was only the best quality. “We aren’t done just yet but by the time we bring your bundle(s) of joy home not only will it be done but fully furnished too. We just got a little behind because of the other project that we were working on.”

“There’s more?” Fleur questioned.

“Yes my dear,” Fancy came into the nursery. “Yes more, come follow me to my next surprize.” Fancy Pants lead his wife to what use to be an old train house. Inside was a brand new train, it was colored unconsciously, but it also looked like it would have belonged to a wealthy and noble pony.

“My, my, my this is amazing,” Fleur chuckled slightly. She watched ponies working on the train mostly polishing and cleaning. The train looked like it had been used, but only on first look. Fleur could see that is was a new construct and only made to look like it had been used. “You finally got to use that old train house and rails on the property. Good for you Fancy dear.” She gave another chuckle.

“Not exactly me, my dear. Ah, yes, I call it the Garden of Shadows. ” Fancy Pants cracked a slight grin at her and then gave a sideways wink.

“Me?” She asked surprised.

“Yes, you, that is because I will be taking our airship to Germaney to cover where the new foal came from. As well as provide some cover for your actions and if I may say, you have many good things to use in this train.”

“Really?”

“Really,” He confirmed. “All sorts of conveniences and useful things, to help with the foals.”

“Oh, Fancy you're so sweet.” Fleur gushed.

“I have spared no expense, you will have a set of technicians, alchemists, engineers, and Haypenny is coming with you to help.” Fancy smiled and then moved closer to her ear. “As well as keep the technicians in line I don’t trust them. The engineers are from Boom Crane and the alchemists are Barely Brew’s”

“Barely Brew is helping too.” Fleur said surprised.

“Yes Ms., I am glad to help.” The formation pegues descended to join them.

“Are you coming too?” She asked. Fleur knew Barely Brew, he was a great alchemist and provided many remedy for her and her husband.

“No man I’m sorry but I still have work to do on the formula. I managed to get the formula not only work for ponies, both partners that is, but have it mix with milk. Now I’m hoping to mix it with a lactation spell so that you could breast feed the foal and make the formula yourself. Sadly no luck, so far.” The alchemist shook his head sadly.

“That’s too bad, but I’m sure you’ll do it.” Fleur encouraged him.

“Thank you for your confidence in me. But I must tell you how this formula work. The formula works by copying the parents DNA. If I didn’t fix it the foals would be copies of you and Mr. Fancy. Now, that would raise red flags so I went about changing it. Then I found a way to fix it, to alter the formula you have to add a little extra;
A Bit of Hoof, would make the foals take the physique like that of the parents.
A Swath of Fur, would make the foals have the same coat as your coats.
A Cutting of Mane, would allow the foals to have the same mane.
A Tear Drop, would give the foal the same eye color.
Finally, A Little Horn Dust, will make the foal of another tribe into a unicorn.
That last one was the biggest change I could not predict. Don’t worry the new unicorn will be able to work magic like any other. I must warn you though, this is the best I would do with a Zebra formula I don't know what other changes may happen to the foal. Nothing bad I assure you, but the formula is working on a genetic level and we ponies are not so proficient with that level of potion work yet.”

"That's quite all right, good fellow. My dear is is all strait for you?"

“There is just so much to remember…” Fleur started.

“Don’t worry madam,” Haypenny interrupted. Then waved to the train and Fleur saw the train being packed. “I am more then willing to aid you and the other alchemist will be there as well. The train is fully ready so I suggest that we get on our way and find a nice place to work. The Master should not know where you are going so as not to endanger the careful planning.” Haypenny helped her on the train.
“Goodbye Mi Amor,” She waved to him as she got on the train. “Our family will be with me when I return.”

“Happy hunting my love.” Fancy shouted to her as the train started to move forward.

Author's Note

Well, here is the rewrite of the last couple of chapter.
I'm glad they are all done sorry it took so long I got pretty sick for a while and couldn't to anything.
Thanks to all of you and especially Mix up for the help. By the way I have a question,
Would you want my Hypnosis Hi-jinks in chapter 8 or some insight into Fancy Pants and what he's up to?
It will only affect chapter 8 nothing more. Just leave me what you think in the comments.
Best wishes to all.

Chapter 5; Bit of Hoof, The first foal

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro.

As the private train moved along Fleur watched the scenery gliding by. Fancy had made this train, The Garden of Shadows, just for her needs and he did not disappoint. She looked down at a map that had been spread out in front of her by Haypenny. She examined each of the stops the train could make, all the possible locations. Looking over each location one caught her eyes it was a small town not too far from Canterlot it read, Ponyville.

“Ponyville? Why does that sound familiar?” Fleur mused.

“Should we go there then?” Haypenny asked.

“Yes , that sounds great.” She said with a cheerful voice.

With in no time the Garden of Shadows pull into ponyville station, many of the support ponies disembarked and began the matrices. She could only wait for all the work to be finished she took this time to relax, listen to her music and have a light snack. She went over the plans that she would follow. Sitting in the empty nursery with everything ready to be used but all of it empty. “Let's see, A Bit of Hoof, would make the foals take the physique like that of the parents. I think I’ll give Fancy his colt first. A Swath of Fur, would make the foals have the same coat as your coats. Maybe a future model?” She smiled and laughed a little. “Then A Cutting of Mane, would allow the foals to have the same mane. Hum a difficult to say… maybe a foal from another trib? Oh, A Tear Drop, would give the foal the same eye color. That one will belong to a unicorn. Then lastly, A Little Horn Dust, will make the foal of another tribe into a unicorn. So many choices!” Fleur cheered with delight kicking her hooves a little as she rocked back and forth in the rocking chair. She looked around and finally notice how empty the nursery was. She knew what she had to do and what she had to do! “I need to find a foal, Right Now! Haypenny!” Fleur shot up for her chair and charged out.

Not long Fleur found herself trotting through the town, it was a pleasant place and she liked what she saw. Haypenny had given her magic cloths that would add an aura of counseling magic. He had packed a saddle bag with all her surprise she would need, diapers, a carrier, the means to induce a trance like state and the formula with the Bit Of Hoof. The milk laced with the formula for the figure. She would use it to make a foal match form of her or Fancy. Fleur looked around at all foals, There were so many, so many more foals than she could ever dream, so many that could become her family. She traveled far out to the edge of the town where the trees were casting shades everywhere. Sitting in the shade was a brown earth pony, an orange mane and a funny little beanie on his head. He was playing with a wooden train, pushing back an forth. Fleur could not see that he did not even have a cutie mark, this made her smile. “He looks like a good start, he’s even a blanky too.” Fleur mused.

Fleur looked around to make sure no one was able to see hear do her work. There was nopony around, she smiled and lowered her horn charged her spell and then released it. Fleur watched as the toy train burst into flames and burn. She didn’t like to do it but this was all part of her plan it would work. She carefully trotted over to the colt, not trying to scare him. “Oh, I’m sorry that your toy… uh, burned up?” That did not sound right. She had expected the colt to burst into tears and then she would console him by entrancing him but the colt had an unfazed reaction.

“Well stuff like that happens all the time,” The colt shrugged. He then looked up at her with a wide grin. “I’m Buttons by the way.” He introduced himself to her. He was so cute and outstanding.

“Again?” She asked. Fleur was now surprised that something like that had happened before to the little colt.

“Yeah, it happens from time to time. I lost track of it.” He confessed to her. “I’m supposed to go out and play in the fresh air but I’d rather play video games, yeah I like video games I’ve played, …”

Fleur pushed her disbelief aside, stopped listening to the little colt videos list that went on and continued with her plan.“I may have something you would like to play with, I have it with me. Want to see?” Fleur asked

Buttons had stop talking and looked at her. “Sure.” He said enthused.

Her plan was back on, Fleur reached into her pack and pulled out something then presented it to him. It was fragile-looking, and comprised of gold and various jewels. “It doesn't look like much. But it’s a design of my own making it’s a small thing that has an illusion spell built into it. A projector of sorts ” Actually it flashes subliminal messages at such a high speed that only looks like a simple shapes and colors. Fleur thought to herself as she laid it gently on the ground, and leaned forward, hovering her horn above the crystal. Gentle motes of light sprung forth from the various crystals, in all sorts of colors like the gems they sprouted from. The ruby in the middle pulsed softly as it drew the motes into the center in a light spiral. Almost at once Button’s expression relaxed, his eyes slowly rotating as he found a color he liked and followed it. Fleur noticed his interest, and asked gently, “Did you see something you like?”

Button nodded. “Well yeah, the green. It’s like my beanie, I like that…”

“I’m glad. Although it seems to be moving rather slowly. Do you want me to make it go faster?” she offered, her horn glowing slightly as the pattern picked up speed.

Fleur smiled. “I’m glad. Although it seems to be moving rather slowly. Do you want me to make it go faster?” she offered, her horn glowing slightly as the pattern picked up speed.

Button’s frowned as his eyes moved faster. “No... it’s too fast. Making me dizzy, and a little sick to my stomach. Make it slower,” Button asked, his voice had become quieter than before, as if it was hard to put effort into talking. The unicorn obliged, her horn glowed pulsing the device gently, the pattern slowed its pace and Button’s expression relaxed contentedly. “Coool…”

Normally, she would provide guidance with gentle prompts and suggestions, asking leading questions and giving soft encouragement. Instead, she decided to remain quiet, waiting until Button’s led himself into a more comfortable state of mind.

It was when she noticed the little colt’s eyelids start to flutter that she re-engaged herself. “Little One?” she asked in a quiet tone, so as not to startle the colt and shake him out of his almost-trance.

“Hmm?” the little colt asked, not looking up. He was not putting no effort into talking now, letting himself relax fully. It was apparent that he was too far gone, something that Fleur found both interesting and exciting. not to mention it would make the initial stages of hypnosis much easier.

“I’m going to stand next to you. I don’t want you to be surprised, OK?” she explained, as Buttons only nodded. “In fact, I’m going to walk slowly, steadily towards you. Why don’t you focus on the sound of my hooves, OK? Just relax, and don’t worry. Just think, and focus on the sound my hooves make while I walk, OK?”

“O... OK,” Buttons murmured. ‘He’ll give up verbalizing entirely unless I ask him too, soon enough, Fleur thought, slightly amused. She gently stepped forward carefully and evenly,. Keeping her tempo even, she watch the little colt as she made her way to him. She watched his ears twitch with each step, his eyelids fluttered slightly. She was soon right next to the little colt. Which is just what she wanted.

“Buttons,” she said simply, waiting for acknowledgment. The little colt nodded. “Good. I want you to keep breathing like that, ok?” She asked politely. Another nod. “Good. It’s easy, isn’t it? Just sitting there, staring at the light.” He nodded again. “Would you mind if I wrap you in a Lovely, nice puffy diaper? Would that be lovely, wouldn’t you enjoy it?”

Buttons nodded once more, a small smile crossed his otherwise blank expression. Fleur Reached into her saddlebags and produced a big puffy diaper. “Thank... you...,” Buttons breathed.

Fleur smiled, she lifted the colt with her magic and placed him in the diaper. She smiled and addressed the colt again. “Button?”

“Hmmmm”

“Do you like the feel of that lovely big puffy diaper?” He gave a small nod.

“Yes” He breathed his answer.

“Thank you,” She said softly she then sat down and used the tips of her hooves to massage his stomach lightly. Buttons was no longer looking at the lights but staring blankly ahead. “Good, good, Little One all safe and sound in your lovely big puffy diaper. Doesn’t it feel good?” He quivered in anticipation.

“Good… Feel safe..” Buttons replied. Still massaging his stomach Fleur smiled and let small wave of magic around the diaper, a light tingle came from his diaper, this cause Buttons to moan a little.

“You feel good wearing diapers, You feel good being safe, you feel good being my little one,” She cooed softly in his ear as she continued with her message and magic. As she continued her two pronged assault, she kept repeating the mantra in his ear. “You feel good wearing your diapers, You feel good being safe, you feeling good being my little one.”

Fleur’s words continued to bounce around Buttons mind, as he felt her hooves on his stomach and the tingling from the magic around the diaper. It took up all other thoughts in Buttons mind where “You feel good wearing your diapers, You feel good being safe, you feeling good being my little one.” It was not long before the words became the only thing that danced in his mind. Fleur did not let up, she continued her actions slowly and calculatingly, bring him closer to where he needs to be for her. She watched the diaper bulge she knew what this meant, soon he would be all hers.

“Little One, do you like your diapers?” She asked softly

“Yes… mommy.” Buttons said drawing the two words out.

“Little One, do you like being safe?”

“Yes… mommy.”

“Little One, do you like being my Little One?”

“Yes… mommy.”

“Good Little One, so you love your mommy don’t you?”

“Yes...mommy.”

“Good Little One, to prove it to your mommy, to prove that what I said is true you must do one thing. To prove it to your mommy you must mess your lovely big puffy diaper. Can you do that?” She made her magic a little stronger but continued to massage his stomach.

Slowly the diaper bulge as the front started to change yellow, Buttons let out a slight moan and his eyes rolled back in their sockets. Fleur smiled at this reaction, it was just what she was hoping for. He was putty in her hooves to mold however she wanted. “Good, good, Little One. Now you must be hungry.” She cooed, as she gave him a bottle of the milk formula. As Buttons began drinking from the bottle, Fleur changed his diaper. She turned off the light device with her magic as she set up the carrier. She watched as her new foal finish his milk, she took the empty bottle away.

“Did you enjoy your supper?” She Lifted him up and burped him. She cursed herself for not checking into this but she wanted a little one so bad. She pulled the beanie off his head and with her magic sliced into it. She tossed it closer to the forest entrance. She smile then looked back at him and then looked him in the eyes, she used a little magic in her eyes to cast a simple sleep spell. “Go to sleep my Little One, we’re heading home now.” She simply smiled at him.

“OK… mommy” He replied sleepily and drifted into slumber.
The magic of her cloths would hide her new little colt until they were safely back on the train and in the nursery. Fleur was excited about her new little foal and could not wait to take care of him as well as find more for her family.

Chapter 6; Fantia-screen and the Allies

Chapter 6; Fantia-screen and the Allies

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro.

Fleur knew that it was going to be a long day but her little Buttons kept her busy. She had spent time not only playing with a rubber ball but then teaching him the Alphabet. She took in his changes, her changes his brown fur became darker his mane was slowly shifting. When she put Buttons to bed she was left alone, disguised, and in silence. That is when she felt it again, the fear of silence of nothing. Fleur shook her head and cleared her mind. Don’t worry this is just a quiet point the little ones will always need their rest and moments of silence are need to reconnect with friends and my beloved Fancy She reassured herself.

“Madam, If I may, have a moment of your time.” Haypenny got her attention. She was now aware of the stewards pressens standing in the nursery. She wondered if she was just so busy with Buttons not to notice him.

“Yes, Haypenny?” She asked.

“The twin unicorns, our technicians have come up with some interesting device that could help you. Right now they are using it to help fulfill our promises to some allies we made.”

“Allies? What allies?” Fleur asked. Shooting up from her little one’s crib and walked over to him.

“A group of ponies that agreed to help us if we could provide what we promised them.” Haypenny explained with a wave of his hoof. He started to walk down the rest of the train to where the twins were working on their devices. “

“And what is that they want?” Fleur said trying to sound curious but it came out more indigent.

Turning to her so that they were facing muzzle to muzzle. “In a similar way as you, they wish what they do not have. To put it very simply a family.” He answered.

“Family?” Fleur asked aloud.

Haypenny floated over a set of leather flight goggles that have violent glass in it. Fleur fitted the goggles on her head. “These are to protect you from the effects of the brother’s device. Now you must know that the twins, their names are Flim and Flam by the way.” Haypenny explained.

The two of them entered the brothers’ train car. It was full of machines, tools and a set of small coats in the corner. The car smelled of stallion, machine oils and greases. She could see several booths, one was obviously a control room of some sort then there were three had gigantic screens, they were swirling and churning colors and patterns. The twins worked in the control room not noticing their arrival, Haypenny opened the door.

“Here we are madam, now I believe that the twins can explain himself better than I can.” Haypenny said loud enough for the twins to here and now be willing to explain to her what was happening.

“Hello Flim, Hello Flam.” Fleur greeted the twin unicorns.

“Hello, madam.” Flim started.

“Just testing out our newest.” Flam added.

“THE FANTAISCREEN!” The twins shouted together.

“And what does this Fantaiscreen do?” Fleur asked.

“It is a device that implants subliminal messages directly into a subject mind without repeated hypnosis treatments.”

“That could be useful, how close are you to finishing it?”

“We are testing our latest prototype.”

“That’s right, our test subjects are in the three booths.” Flim said

Flam pointed to the first booth, the one to her left, had a mulberry mare with a light pink mane was sitting next to a pink filly with periwinkle mane, a little tira on her head. While the mare wore protective goggles like she did the filly was not, the filly was staring glassy eyed at the churning, swirling screen, her mouth was slightly a opened. Fleur watched has the mare was running her hoof through the filly’s mane and talking soothingly to her.

“That is the local school teacher, convincing an orphan foal to be her daughter.” Flam explained, with an arm pointing at them with a flare

Haypenny lowered his muzzle to her ear. “She is Ms. Cheerilee and her young ward Diamond Tiara,” He expanded on what Flam was talking about. “She will be helping us pick out suitable foals for you and provide you with information you need to know. So we don’t have to cover things up so much.”

“That’s a good idea, and no more hastily thought up plans on my part.” Fleur smiled.

“Yes, Ms. Cheerilee received Diamond Tiara’s parents decided to leave her in the young teachers care. I am not sure on all the details though.”

Flim then pointed to the second booth, to her right, had a khaki mare with a curly white mane who was cradling in her arms was a pink unicorn filly with a neon pink mane and a faraway look in her eyes. The khaki mare was wearing protective goggles, so she wasn’t affected. The magnta mare that was next to her was rocking backing back and forth, the mare was rubbing her sensitive area vigorously her eyes were just as glassy eyed as the filly but her head swayed, her deep berry mane swished back and forth as she worked.

“The Khaki mare is the mayor and she wants to have a family, so she decided to use the town drunk and her foal. Not sure why?” Flam told her still confused, rubbing his chin theatrical.

“The need of family is strong, I know. Maybe she see something in the mare we do not.” Fleur told them both.

“Maybe you can ask her later?” Haypenny spoke again. “The Mayor and Ms. Berry Punch, as well as Ms. Punch’s daughter Ruby Pinch. The Mayor will provide us with all the paperwork we need. So, we may see a lot more of them in the future.”

Flim pointed to the third booth, the one that was right in front of her, it had two mares and a filly just like the second booth. A yellow mare with a ginger orange mane was sitting in the middle, to one side was a gray pegasus mare with a blond mane. While the other side was a little lavender unicorn filly with a blond mane. The yellow mare was stroking the pegasus in a seductive way while she stork the filly in a motherly way. The gray pegasus mouth hung open and drool dribbled down one side of her face. The little filly was leaning closely to the screen like she was trying to have the screen fill her field of vision.

“The last is the town gossip, her roommate and her roommate's filly. She fell in love with them and wants make them 'her' family.” Flam explained with a little tap-dance.

“Ms. Carrot Top, Ms. Ditzy Doo and Ms. Doo’s filly Dinky. Ms. Carrot Top will be our eyes and ears and well love her best friend, who is a single mother.” Haypenny explained.

Fleur took in all that was going on, and thought about things for a moment. “Quite amazing, but how is the subliminal message being transmitted?” Fleur asked the twins.

“We’re still working on it that’s why we have them in there too.” Flim said cheerfully to her.

“You will fix this before I use it. Right?” Fleur asked.

“Of Course.” The brother said together.

“Good, now listen, I want you to set up a time out corner with some of your screens, but only until you get it all worked out.” Fleur told them.

“Yes, ma’am.” They said in unison.

“Good madam, I am glad that you approve and that you can use their device. Why not go back to your work. I’ll wait here and iron out any details we need. They all promised their aid and the Mayor even said that she was going to get in touch with an expert in Zebra potions.” Haypenny told her.

“That’s just great, this is such great news. I’ll go back to my car and continued my plans, as well as the nursery.” She told her steward with a smile.

Chapter 7; Some Pony Knows?

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro.

A new day had come, it was a beautiful day and Fleur felt quite well. After what she had seen, more families brought together. Just like her they wanted a family, it made her happy to bring them together. From my private car I noticed a set of ponies come to the train. They could not see her for who she was, but she could see the ponies coming. It was the Khaki mare and the little unicorn filly from yesterday. The little one was happily trotting beside a mare the held a wide smile of her face.

“Now what’s this about” Fleur asked herself aloud

“The mayor is coming to give the paperwork we need to stay here. If you would like to meet her, then you may wish to put on a disguise. To throw off suspicion.”

Not too long after Fleur was dressed in a disguise and was next to her steward. The mayor was standing in front us. She was giving us a mile and was holding a manila envelope under one hoof, by her side was the pink unicorn filly she had been holding.

“Good morning what can we do for you this morning.” Haypenny asked out of protocol.

“Well hello, I am“Polly” Mayor Mare I am here to give you the paperwork for your stay here.” Mayor Mare passed Haypenny the papers.

Fleur smiled down at the filly that was with her. “And who are you?” She asked in a cheery voice.

“It’s OK my dear I’m right here.” The Mayor told her.

“I’m Ruby Pinch,” The little filly said shyly

“That’s a sweet name little one.” Fleur cooed at her.

“Mommy was tired from playing with Mommy Poly, so Mommy Poly took me to work with her today.” Ruby Pinch told her.

“Oh, that’s so cute.” Fleur cooed again and ended it with a chuckle.

“Yes, Ruby Pinch is so smart. She is going to be a very important mare someday,” The Mayor said to her. “Both her and her mother were left in a terrible state because of Berry’s former husband, Pinch’s father left them. But Now I’ll take care of them both.” The Mayor stroked Pinch’s hair.

“Thank you ma’am I hope you both have a good day.” Haypenny

“Good day to you too.” The Mayor nodded.

“Bye.” Berry Pinch waved good bye to them.

Watching them leave Fleur smiled at the new family that she help make. She turned to Haypenny and smiled. “Haypenny I think I’ll find a little one today.”

“Why not take care of your little one and I’ll have Ms.Cheerilee come with some of her recommendations?”

“That would be fine Haypenny.” Fleur said and went back to the train.

With her new foal on her back Fleur trotted around playing with him. He was coming along nicely, his coat was a dark brown and his orange was almost completely gone. Her little one could keep her busy all day, she was on cloud 9, well not actually cloud 9 but she felt just that good. While the continued to play Fleur though saw a flash, but she dismissed it. When she saw it again her happiness died. She noticed what looked like a unicorn's magic aura, but it was out of her sight. “Haypenny? Are you here?”

Without a word Haypenny appeared in the nursery. “Yes, madam?”

“I’ll be putting Buttons down for his nap, and then I’ll wait for Ms. Cheerilee in the dining car, so I can eat a little something. Afterwards I’d be going to add another foal to the family.”

“What about the Twins’ device?” Haypenny asked.

“I am still good with hypnosis without the twins’ device.” Fleur answered him.

“ Then I’ll prepare everything you need.” Haypenny told her.

“Good, I’ll be waiting.” Fleur totted away from him with a smile.

This cause her to pause. “Wait? Haypenny?”

“Yes, madam?” The steward asked as he entered the car.

“Were you outside?” She asked him.

“No I’m afraid not.” He shook his head.

“Then… Then… Haypenny please check the out side panels, pleas.” She had become so rattled that she had repeated herself.

“Of course.” The old steward nodded.

Fleur now took her time looking after the new little foal of her. She became lost in her own world of taking care of her new foal. She was humming softly and making sure that he was comfortable in his slumber when Haypenny came back.

“Ma’am, we may have a problem. Follow me outside pleas.” The old steward motioned to her.

Outside on the side of the train, painted on the side of the train in a magenta paint that read. “WE KNOW WHAT YOU DID, CONFESS AND SURRENDER TO THE AUTHORITIES!”

“But I’m sure that I used spells to…” Fleur stammered, fear seized her, all her work all her plans.

“Don’t be afraid, madam,” The old unicorn tried to reassure her. “This could be about something else.”

“Your right Haypenny.” She let out a sigh.

“I will check out of this...” Haypenny started.

“Some mare seemed to say something along that line.” A new voice broke in, both Haypenny and Fleur turned to the speaker. It was Ms. Carrot Top, the town gossip, came up to them.

“What do you mean?” Fleur asked.

“I was picking up Dinky, my new daughter, when I heard the Flower Sisters talking about a mare was shouting about this. That’s why I came here to warn you, I’m willing to carry any information you need.”

Haypenny nodded. “Very well, I think that will do Ms., I mean Mrs. Carrot Top.” He motioned for the mare to follow him. “This way, and I think madam, that you should return to your foal and do not worry I’ll clean up the mess.”

“Your right Haypenny, I hope that you will be able to help us Mrs. Carrot Top” She watched Carrot Top and Haypenny enter another part of the train.

Fleur examined the words written on the train. They made her nervous that some pony wanted to stop her from getting her family? Why did want to stop her from being happy? She frowned at this and tapped a hoof on the train side. “Who ever you are, you will not stop me getting my family.”

Chapter 8; Fancy Pants' Story Book

This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro.

The Forest was too dense for any real light to shine through it’s canopy, obscuring a ruby maned mare as she made her way through the thick forest. She clinched a wicker basket in her teeth and her horn glowed with magic light. Inside the basket sleeping peacefully was a small unicorn foal sleeping peacefully in the basket. The light was also making her a path to where she needed to be. She moved quickly and with purpose as she moved through the growth until she reached her goal.

The Pool was an obsidian mass, projecting an eerie calm that no water should project. The mare gave a wicked grinned, and with a mighty flick of her head she released the basket from her mouth. The basket arced through the air hitting the water without a splash, the mare turned her nose up and trotted away. The mare had expected the basket to sink under the water where foal would expire and no pony would know where to find it. It was unfortunate that she had left, not want to see her own work completed, if she had not she would have seen the basket float to the safety of the far bank, where it was safe and sound.
Not too long after an old stallion came ambling down the path. He was a very old, his mane and beard had gone pure white. The old stallion was dressed in an old uniform was well worn and decorated with many types of metals. His old and cracked horn was leading him through the woods just as sure as the mare had walked. “Can’t believe that she did this…,” He muttered. “Have to deal with her later...” Letting his threat hang in the air.

He soon found his way to a dark pool, as the spell shut down he know these is where he would find his missing son. He looked around his eyes may have been cloudy form damage sustained from years of spell being used on him and or he quickly had to use for himself. Though he could not see everything he knew he would see the beacon spell that he had placed on the foal.
The old stallion cleared his throat. “I know you're here and that you have my colt, so show yourself. Fey!” The old stallion waited for the water to froth and boiled as the Fey raised up from the pool.

That did not happen, without a sound a figure emerged from the waters like a poisonous snake ready to strike. The creature looked like a tall, thin mare. Her coat was pure white, with a tangled mass of a mane the color of slimy green. She looked completely soaked, but even given that fact she seemed UN-bothered by it. A set of silver-gray eyes focus on him her lips curled up in anger, revealing rows and rows of sharp, pointed teeth.

“What is it you want old one?” The voice was soft but seemed to reverberate with unnatural power.

The old stallion ignited his horn. “Where is the colt?”

“Yours? He was tossed carelessly in my pool and such he now belongs to me no and his fate is his.”

“A Kelpie. Well just so you know the mare who bore the colts doing, the colt is mine. Know that I can burn you to a crisp or boil your pool to steam without any problem and my colt is protected by the same runes I used to find him so you can’t use him as a shield.” The stallion said strongly, light still glowing.

“How is the mare that bore him but not take charge of him?” The Kelpie asked.

“I acquired her serves to bore a foal for me, to continue my bloodline. She was well compensated, I may add, but she thought she deserved more. I did make her an even more generous offer, to take care the foal and help him develop. She refused it so I refused to give her more. When I refused she got mad and tried to punish me. Now, I know my colt is alive because I had runes implanted on him just for that. So where is he?”

“Here, and by all rights he is mine. He was thrown away and by all right I can claim him as mine.”

“To what end? A meal, a slave? You know I am completely able to kill you and take him back. That is unless you have a good reason and what you might do for me.”

The Kelpie examined the stallion and moved a said showing him the colts safely sleeping in a basket. “I am old despite my looks stallion and I wish to leave a positive mark on this world other than a string of victims that I need to feed from. I want a stallion that would be a great help to this world, one that would be fine and upstanding citizen. Even if no pony would know that I am the one who raised him.”

The light from his horn faded and the old stallion smirked at the Kelpie. “What an interesting sentiment, you Fey like to make deals right?”

The Kelpie looked at him suspiciously. “What sort of deal?”

“What is most important to you? My colt or your Bridle? You see my deal is simple, I get your bridle but you get the colt. Now, as I understand it, that having your Bridle makes you my slaved. Now you may not like that idea but just so I am not perceived as tricking you... what I am going to order you to do with your Bridle is to take care of my colt.” The Kelpie looked at him shocked. This cause the old stallion to smile at her, with an assured smugness.

“What are you asking of me?” The Kelpie asked.

“Simple, be my colt's mother just like you wanted, and use my fortune, connection and all my resources to help him to become the stallion you want him to be. In that turn you must pretend, in public, to be my wife.”

The Kelpie only spat at him, her eyes blazed with anger. “If, I refuse?”

The old stallion shrugged. “Why would you? I am giving you all that you want on a silver platter and once I take care of the mare who threw him a way you can have you’ll have an identity too. I mean did you really think it would be that easy to break into pony culture?”

The Kelpie looked deflated. “I suppose you are right…”

“Exactly, but I must know if you get your Bridle back will my little colt be OK? I know I would have to be dealt with but him?” The old stallion pointed at the colt.

The Kelpie laughed. “I said he is mine, you will be the only one that would have to die. No Fey will ever hurt him.”

“That’s good, So? All your dreams come true for your Bridle and a little inconvenience? I mean I haven’t shown anypony my little colt or his mother so you’ll fit right in.”

The Kelpie looked at the colt in the basket and then at the Stallion then back to the colt. She let out a sigh and then nodded. “I accept your terms, or at least I will if you can promises me one addition.”

The old stallion tilted his head. “That would be…”

“Before I give you my Bridle, let me deal with the mare that threw my little colt away.” The Kelpie smiled with rows of sharp teeth.
“That is a deal.”

Such a nice story, mother had always love reading me this story, it has may similarity to our own. Fancy Pants thought to himself. He knew that nowadays most would not think this would be an appropriate child's story, but in his time it was his favorite story. It wasn’t about a horrible mother, but a good father, and a good mother. It was the kind of father he wanted to be, the kind of father he would be, a father that would sacrifice for his foals.

Fancy Pants sat in the co-pilot's seat of his personal Sky Ship, The Fair Dragon. He closed the well worn book, glad to have found the time to read it’s contents again. The old leather binding cracked while the pages were old and discolored, magic was holding most of it together still. Fancy smiled as he shut the book and put it away in his coat pocket. He patted the place with fondness and smiled has he then turned his attention to being The Co-pilot.

“Thank you for allowing me to rest, I need some time SkyWay.”

“No problem Sir” The current pilot, a simple gray earth bound pony with brown mane said. “I mean you usually pilot The Fiery Dragon yourself. So it was nice to get a chance to fly such a fine machine. ”

Fancy Pants had taken a nap and then started to read this favorite short story. “It was restful, you see I need to be at my best to when I take my meetings. They are with to important figures, a renowned Alchemist and the head of a new Fertility Clinic, though I can’t tell you who they are.”

“Why is that?” Skyway smiled at him knowingly.

“It might be considered insider trading, besides it’s personal. Besides you probably could guess where I’m going any ways,”
Skyway nodded. “Trying to start a family? Don’t need to answer that.”

“Thank you good sport, ” Fancy Pants smiled. “I really do hope you liked flying my sky ship, it is a magnificent ship after all. I do like it better than the rest of my sky ships.”

“That it is, I can’t wait to see what she can do at full speed, had to hold back so I didn’t wake you sir.”

“There was no need for that. The cabin has spells to dampen that effect, though I do appreciate the thought.”

“Would you like the controls Sir” Skyway asked.

Fancy Pants like the idea being back in command of his ship but he shook his head. “No, no, you're doing quite well.”

“Thanks Sir, nice trying something different than that of The Whale Lord,” Skyway added quickly. “Not that I mind Sir.” Yes, most wealthy ponies liked large sky ships that were that were nothing more than large vessels suspended from a large hot air balloon shaped like a sea creatures, he had one too, The Whale Lord, because the ship’s balloon was shaped like a whale. He had many others like it, all different shapes, sizes and types of fish for the balloon. It was mostly for parties and other sorts important social events, like the Summer Sun Celebration anything that need a hair vantage point.

“Quite all right, I wanted you because you could handle both if I wanted a leisure Captain then I would have hired an old pony to caption it.” Fancy Pants chuckled.

Yes, Fancy Pants like The Fairy Dragon it was not like other wealthy ponies Sky Ship. It relied on magic float stones instead of hot air and required a firmer hoof on the controls unlike a casual touch. The Fairy Dragon outwardly looked very colorful, it’s sails were large, butterfly shape with a smiling Dragon shaped figure head and a trailing tail all covered with colored armor. It was an interesting blend for a ship small fighter ship and luxurious pleasure craft. The Fairy Dragon very luxurious, fully stocked kitchen, a fully furnished bed parlor with a full study with magic communication and a comfortable bed but it also had a full array of hidden weapons. Under the control of a skilled pilot who understood what the ship could do, the ship was a powerful and fast a weapon, like a sabers. Only he and the current pilot could use it as well as that.

“Well, I think the Alchemist should be first we’ll be closer to his residents and we’re closer to a halfway decent landing strip.” Skyway added.

“Good show Skyway, RALLY HO! No need to go slow now full speed ahead!” Fancy Pants cheered. The ship baked to the left and with a quick spin shot off into the distance.

Chapter 10; Fancy Pants in Germaney, The Alchemist

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 Fiery Dragon slowly descended to the ground and landed just inside the clearing. The the tail thrashed through some tree branches, disturbing the wildlife. Fancy Pants smiled jovially at what the good work Skyway, his pilot, had done.

“Oops, sorry about the close shave in the back end.” He remarked.

“Quite alright it’s your first time, and besides even I would have problems in these tight quarters.” Fancy chuckled and prepared to disembark. Plus, the trees are enchanted by the Alchemist to warn him when some creature is coming.

“Good luck sir, I’ll be waiting here.” Skyways added.

Fancy made his way from the clearing up a jagged mountain path, he knew it well and of course he was happy to meet his old teacher. It wasn’t long before fancey found his way into the mouth of cave that was covered with tanned hid flaps. Fancy moved them aside fearlessly and entered the cave. The cave ceiling was covered with parts of exposed gems, while the sides of the cave were covered with phosphorescent moss and fungi. Most would become lost, but fancy was not like most, he had once been a student of the cave’s master.

Soon Fancy found himself in a cavern that were lined with all manner of ingredients and equipment. At large, sturdy table strewn with table working equipment was a large white, Ram. The Ram was old with obvious sight to him but his fur was slick, that ended up with jagged spikes, his black curled horns had unusual angles. His elderly hoofs moved with great measured controlled as he mixed two one test tube into another. The ram did not look around and continued his work.

“Abahhh,” The ram bleated. “It’s good to see you Fancy, what brings you here?”

“Hello, My Teacher, I see that your sentient plant potion is still in effect.” Fancy bowed slightly. “I am here for your help. I a prepared to give you payment.”

“Bhaaa, do as you wish. I would expect no less for one of my better students," He continued to mix his formula. “Bhaaa, it’s good to see you my former student. It is joyiuse to know what one of my best students is still apart of this world. Now, I am glad that you still think of my as your teacher but that time is past. If you wish you may, but we are two gentlefolks now you may call me Sandanis.” Fancy smiled and explained his situation to the old ram. It was some time before either of the two spoke again and while they were silent the old ram worked at his at his chemicals. It was only a few minutes as he worked with his chemicals. Without much trouble he place his finished works holders away from the burners and distiller. The old ram turned around his peanut shaped eyes focused on Fancey, he gave a weathered smiled at the stallion.

“As you wish, Master Sandanis.” Fancy smiled.

“I am interested in the problem you brought befor me, you need my help. Yes, it sounds interesting. I am glad that you see fit to ask an old Ram as myself for help. I am sorry that your wife found that Zebra potion first. If only you came to me for help, I could make something much better.”

“I can only guess, but aren't you disturbed about the plans?” Fancy asked.

“Not at all, my fellow Rams are being persecuted because of one miscreant,” He snorted and bleated. “We are not all like Grogar, we may want to extend our lives, but not all want to become a walking corpse. If death comes to claim me then I will welcome it, just not with open hooves. I just hope I find my perfect student before then.” He sighted.

“Well, I know that you like to use a particular potion to prolong your existence,” Fancy called on his magic and soon appeared a large carry along bag bigger than he was. Removing the clasp and opened the bag, carefully he removed a large, refrigerated cylinder. With a cheeky smile on his face he unlocked it and opened it for Sandanis to see.

Sandanis’ peanut eyes nearly exploded form his skull. “Baby berries! Where in Equus did you find them? I thought the Zebra destroyed them all.”

“Only the wild ones. My gardener managed to collect a few cutting that I have in my private greenhouse on my property. So, they will be safe.”

This made Sandanis smile. “Haablah, if only you had the heart but I will not force anything. You would have been the best student and I would never need to extend my life for so long.” He let out a long sigh.

“So, I can assume that you would help me?” Fancy asked.

“Of course I will, but it should take a while.” Sandanis said but then he remained quiet.

Fancy caught one the silence, he nodded. “Oh, I won't be waiting here I have a little more business and I think that I’ll see ma’ma for a bet.”

“That is good, I’ll send your a message when I am finished.” Sandanis turned around and walked towards his lab.

It was not long until Fancy Pants made his way out of the cave. Without much trouble he was back in the clearing where The Fairy Dragon.

“How did it work out?” Skyway asked.

“Quite excellent, now I hope you don’t mind but I would like you to bring me to my mother’s estate as well?”

“More flying time for me. I’m up for anything just tell me where.”

“Excellent, now to my next appointment at a fertility clinic.” Fancy told Skyway leaned back and smiled as the ship took to the sky.

“Yes, sir!” Skyway announced as he barrel roll and shot off in a new direction.

Chapter 11; Fleur's story, Shadow Dancer

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.

Once upon a time there was a beautiful mare, her name was Shadow Dancer. Shadow Dancer was a kind and gentle hearten mare who loved to dance.

One day her parents, poor millers, sat Shadow Dancer down.

“Dear daughter,” Her father started. “I am sorry but your mother and I cannot afford to feed you any more so you must go out into the world and make your own way.”

So she did, and on her way to a new town she stumbled upon a swan who caught in a net. “Pleas, Ms. free me and I will do you a kindness.” The swan pleaded. So Shadow Dancer helped the swan and once free. “Now that I am free, I will teach you to dance like a Swan.” So Shadow Dancer learned from the swan.

Shadow Dancer continued on her to a new town when she came upon a fox in held tight in a trap. “Pleas, Pleas, Ms. free me and I will do you a kindness.” The fox pleaded. So Shadow Dancer helped the fox and once free. “Now that I am free, I will teach you how to dance like a Fox.” So Shadow Dance learned from the Fox.

Shadow Dancer continued on her way to a new town when she came a spider drowning in a puddle. “Pleas, Pleas, Pleas, Ms. save me and I will do you a kindness.” The spider pleaded. So Shadow Dancer helped the spider out and once free the spider ran away.

It was not long Shadow Dancer came to the new town. Shadow Dancer decided to dance for her dinner and soon she became very popular. In time she met another dancer Spotted Coat who agreed to become partners, later lover, then finally husband and wife. They were poor but happy and that happiness helped them have a good life. Their life together became happier because soon they had a daughter, Beauty Mark, their lives were very happy and filled with life. That was until, one day a selfish greedy mare came to their town.

It was one day a wealthy pony and his daughter came to town. Shadow Dancer and Spotted Coat danced for their town with their foal close by, but that was when the wealthy daughter saw Spotted Coat. “Father, Father, I want that stallion.” The spoiled mare cheered

“Alright my daughter It will be done. I will give you a foal as well.” Her father said.

Then one day Spotted Coat and Beauty Mark were taken, the spoiled mare had taken them and locked them up in a mansion high on a mountain. It would be impossible for Shadow Dancer to save her family because she did not have anything to fight this mare with. this made Shadow Dancer sad, very sad. Before Shadow Dancer could lose self to that sadness she herd a tiny voices.

“Don’t be sad we are here for you.” One voice told her.

“We are here to help make things right.” A second voice said

“With our help we can make things right again.” A third voice added

“For you are owed a kindness.” A final voice added.

Shadow Dancer could see that they were four tiny spider. “Why would you do me a kindness?”

“You performed a kindness for one of our kind but it was never returned so we will perform it in his stead.” One said

“Each of us have a gift that will help you get back your family.” The second said.

“Now, I get to begin!” Third spider cheered. “ My gift is the mobility of a spider, so that you can move anywhere a pony can not.”

The second spider quickly spoke up. “I guess I will go next, I will give you the gift to spin like a spider.”

The first spoke up then. “Then I will give you the sight like a spider.”

Fourth and final let out a sigh. “Then I will give you the spider’s bite. I will give you magic spider venom. It will not kill or paralyze, it will make the one you bit dim and obedient.”

“Thank you for your kindness!” Shadow Dancer sobbed.

It was then the four spider spun their magic, Shadow Dancer changed. Her back legs changed into four long spider legs, her back half became a spider’s spinner. Shadow Dancer’s grew fangs and big black eyes. Shadow Dancer had become a spider pony and why she was afraid of her family being afraid of her she would first get them back.

With spider silk and weaving she was able to climb the mount easily With spider legs she was able to scurry inside the mansion and was abel spy on all inside. Shadow Dancer found her husband and foal, she saw made her sad, Spotted Coat was treated like a servant and her foal a toy! This angered Shadow Dancer with her spider eyes she could see many thing and was able for find her husband.

“Husband,” She cried. “There you are my love!”

Though it was a start Spotted Coat was happy to see her. “It is great to see you my love. You have changed.”

“Yes, yes I have but it is to retrieve them.” Shadow Dancer added.

Spotted Coat looked wearied. “No you can not, if you do than our foals will suffer for it. I was told that I must do whatever her daughter wanted.”

“No, I will save you both.” Shadow Dancer declared. “You must come with me, I have one gift left.” That is true she still had the fangs of a spider and the poison.

While the spoiled mare slept Shadow Dancer crept into her bed chambers. “Now wait in front of the door my love. Then when she is up introduce yourself and instruct her to Obey you.” That was when shadow dancer used her last gift and bit the mare injecting her with her venom.

The mare shot up with terror but soon her expression became blank. “Wha…”

“Hello,” Her husband started. “I am your husband and you are to do as I said.”

“Yes, yes my husband.” The mare tilted her head. “What is it you want?”

With Shadow Dancer’s help Spotted Coat was able change the selfish mare into an obedient wife and a doting mother. Sadly, Beauty Mark never knew her real mother because Shadow Dancer and Spotted Coat never revealed the truth, but she did know that she would be protected by a creature know as Shadow Dancer and that she would protect all of her family from now on.

The End

Fleur closed the story book. Fleur knew that this was a sanitized version of Shadow Dancer’s story but some time she would tell them the real story.

It was night time and Fleur was happily tucking her foals into their curbs. “Now, let's hope we have sweet dreams and just remember that Shadow Dancer is watching after you.” Fleur finished her story and made sure that each of her foals where snug and save in their cribs. She felt so happy as she looked back at each of her little ones. They were all doing so well she could not wait to help them grow, and teach them all the things that would make them very important ponies. That thought made her smile as she left the nursery.

Fleur needed to stretch her legs as she left the car. She love her foals but she still needed to take care of or her health. That was why she loved the train in not only had a nursery but a small gym to exorcise in, he Fancy had thought of everything.

“I say we get out of here, and I mean now this train seems to just draw the crazies.”

Fleur heard the other voice hiss, she Craned her ears in the direction “I completely agree with you brother mine.”

“Then lets pack what we need and we can vamoose!”

Fleur was outraged. How dare they! She snarled inwardly. First, they go and blab about what we're doing and now they are trying to run away! I should go tell Haypenny. Fleur thought to herself but before she could match off to the head steward an idea came to her. It was in this brief moment made her stop to think of a solution one that would be most helpful. “Yes, I think I can handle this situation myself. Those two would be most useful to us soon,” Fleur smiled and looked looked down at the leather bound book in her hooves. “Maybe with a little help, I think I'll have them meet Shadow Dancer first hooves.”

The brothers were packing their suitcase with an unnatural speed the two where chatting among themselves. Flim worked steadily. “I told you that this was a bad gig.”

“I know, but we needed the money and that was a large flank-load of bits.” Flam added.

The book came to a stop before the Twins, they looked down at it. It was a simple leather bound book still beautiful it was well worn and in gold leaf was the words 'Shadow Dancer' that shines in the dim light . Before they could react the book flung open allowing a vortex of magical energy spilled out of the book. The magical energy they felt emanating from the book felt in now way normal.

“Trap!” Flam shouted and then added. “Hoof it!”

“On it!” Flim Shouted back. The brother rushed to the nearest exit, the windows, but they were bard and the door was blocked by the magic vortex.

“I think we're trapped.” The brothers looked at each other dubiously.

“At least if we stay...” Flim started to say but he lost his footing and lost and footing and was pulled towards the vortex

“Flam, Help me!” Flam shouted.

Flim extended his green magic aura around his brother catching his brother fast. “I've got you brother!” The brother smiled believing that they have overt ed a disasters.

“Don't let go!” Flam shouted.

“Not planning to brother!” Flim started to strain against the vortex's pull became even stronger.

As Flim wrapped his magic around a nearby bench. The brothers made on last attempt to free themselves from the pull of the vortex. As Flam tried to use his magic to grab another bench to the others side they both smiled. While still holding onto each other Flim grabbed another fixture a bolted machine then Flam continued the slow climb. As continued using both there magic and the bolted fixture of the room to try and pull themselves free but as Flim extended his magic to try and grab what would be their last fixture the magic missed. The brothers looked at each other to see the last hoof hold a magic aura surrounded it and it became transparent. The two looked for the the aura's source and to their horror they saw their former employer. She have them A wicked smile as the two lost their grip and they fall backwards.

“Nooooo!” The brothers shouted in unison as they spiraled into oblivion.

To Fluer it was not the same being pulled into the book. She could feel her magic rewriting her body, discomfit was present but knot really painful deep inside she could feel her kindred blood come alive. Her horn was slowly fading as her legs split form four into eight, the eight became elongated leaving them into flexible, curved, spears. Each leg had the same elegant white fur on each of it joints. Her front barrel was fused to a black oval carapace that was painted with white patterns. The spider like abdomen was narrow and rounded teardrop shape with four of her spider legs that arced forwards in front of her and four smaller legs arced behind.

As her magic faded the world around her opened up, new scenes were coming alive, she could feel her surroundings, she could smell every distention and distinct Odor. She could also here the brothers talking. “Their bickering, a mistake that will not go unnoticed or unpunished.” Fleur mused with a delightful hiss. Slowly she propelled herself forward through the labyrinthine cavern spinning her guided thread as she moved along. With her new found stealth she made her way in and out dark cave without any trouble. He newly found hunter's instinct helped her track her prey. With great stealth she made her way deep into the cave. It was easy for her to make her way in and out of the myriad of tunnels and crawl spaces on her eight legs it was easy. Soon she caught up to the bothers in the tunnels. Quickly she cut head of them and took to the ceiling of a gigantic chamber ahead of them. Form her position on the ceiling she waited for them to come into the chamber.

To the brothers the first sense that came back was their smell, it was the smell of damp and mold as well as damp water. Then that's when they could hear the sound of dripping water. After that, limited sight came back to them but there was little to see as they were surrounded by stone walls but they were not enclosed. There was a low light form luminous crystal dotting the places. The brothers knew that they were no longer on the train anymore.

“Where are we?” Flim asked not really expecting a viable answer.

“Maybe this is where...” Flam swallowed hard. “Maybe this is where they hide the bodies?”

“Let's stay close, yes it make us easy targets. But, on the plus side there is strength in numbers, don't you agree?” Flim questioned.

“In deed, double the trouble and the magic.” Flam added with a vigorous nodded of is head.

“Though in the future we should not take jobs that sound too good to be true.”

“It was hard to turn down, not jingles, not bits, but ingots, INGOTS! How could we pass it up? Especially running with some pony that had worked with an Apple right?

“Amen to that brother!”

“Do you have that old location spell of your?”

“Trying it but it's not working. The marking spell, is it working?” The light green aura spark sputtered and blanked out before Flam tried again.

“It's a little wonky.” Flim said trying to keep his horn lit, but it would only flash leaving twisted marks on the stones that would flash just like the horn.

The brothers heard a strange rattling hiss, the brother looked around for the spurs but could not find it. Nervously, slowly what light they had was fading into the darkness but still they continued on. The hairs on the back of there neck stood up as they entered an opened area.

“Bunsuore!” A voiced called to them.

The two turned to face it just in time to see a set of curved spires slink down in front of them. It was a spider like pony, with a familiar pony looking half. Started to back away from spidery vestige of their former employer shook the twin sales ponies. “Yeah... Monster!” Both brother shouted like little fillies as they galloped away from the spider pony.

Fleur's voice took on a malevolent tone as she started. “Oh, how rude! You know what I never really trusted you two.”

The two brother started to backup ready to runaway from the spider mare. Unable to not speak, as they shook with fear at the spidery vestige of the former Supermodel. The two sales ponies looked at their former employer and screamed like little fillies before they ran away.

“Since when was she a spider pony?” Flim shouted.

“I don’t know, don’t care, just run!” Flam shouted back.

The two continued to run as the spider pony charged towards them unlike the brothers who had to avoid rocks and other debris but Fleur was able to simply climb around it with much problem. Through twist and turn they charged blindly hoping to out run their pressure, but as they blunder blindly through the tunnels, thick white substances started to line the wall. The deeper down the tunnel they ran the white substance became thicker and was more intricately woven together making a complex net.

The two were now backed into a corner they had no choice to try and catch their breath.

“Do you think you? I mean do we lose her?” Flim asked.

“Don’t know, but did you notice all this white sticky stuff? It’s everywhere.” Flam returned with another question. He lifted his hoof to examine the white material

“That’s what she said.” Flim sinnecker.

“Not funny,” Flam snapped as he looked around for the spider pony. “We’ve gotta get out of here there…” His voice died in his throat as he realized that he had become stuck. “Hay, Flim I’m stuck now.” Looking over at his brother he noticed that was when he notice that his brother was shaking pointing a hoof at him his mouth gaping open.

“Spa… spa…” Flam stammered

“What is it?” Flim asked innocently until he felt behind him. Before he could react a pair of spidery legs pulling him into the sticky white wall. Flim watched as spidery legs crawl over him. Her long back legs pulled Flim towards and started to bind him in stands of the same white goo.

“There we go, nice and bundled up. Why don’t I tell you both a little story shall I?” Fleur said with musical chime to her voice, she started to clip forward. “Once upon a time there was a mare who worked all her life and when it was time to put away her trade she to take up the mantle of mother. She sets herself to that task and with great disappointment she finds she could not. That was when she found a magnificent, almost magical set of books that solved all her problems. Everything was going well, that is until two naughty little colts that tried to stop the mare from having her family. So, she had to deal with them.” Fleur ended here story with a little chortle.

“Bu… Bu… But how?” Flam stammered.

Fleur smiled wickedly. “I am a decedent of a Spider Pony, Shadow Dancer. You see her child was not a Spider Pony but the magic she used still echoed in her, so she created the first magic book. It is this book is not just an tale of our family, but lets us become an echo of a Spider Pony. This mock Spider Pony is so we can commune with the oranges of our line. A loving mother, a fierce protector and a Varese, revenge riddled mare. Those are all part of what it means to be part of Shadow Dancer’s family line.’

‘When we mares decide to be become a Spider Pony we make this book and we can choose any type spider. Many mares choose strong or venomous spiders. Me? I choose a magic spider, a Mind Crawler. Do you know them?”

Flam slowly backed away he was more than nervous he was terrified; beyond bed wetting, or nightmares this was like death. Flam shook his head and was not happy to hear the answer. “What?”

“Oh, you don’t? Well, they are in the same family that as Star Spiders. Star Spider are magic eaters, but Mind Crawler are memory eaters.” Flam watched as she started to make a million bit smile but slowly it started to changed, there was a snapping noise as two tufts of fur that had been next to her muzzle started to move, slowly they folded out wards and away from her mouth. Her mouth opened wider revealing, to both ponies horror, a pair of curved cycle like fangs.

“Get out of here she’s going to eat you!” The bound up Flim shouted.

Flure Swung her head towards Flim and hissed, her fangs still up to use. “How rude!” She snarled but she did not notice Flam start to slowly slide away.

Flim did not betray his what he really feel still hoping that his brother could get away and get help, maybe not to save him but to avenge him. Fleur did not seem to notice this as she came closer to Flim.

“Now one more time, you're next!” Fleur made a charging leap, her front legs grasping the back legs of the struggling pony and pulled him in.

“Noo, no, no!” Flim shouted as Fleur sank her fangs into him. Yes the former sales pony struggled and twisted, but soon he went still.

“Now, I just have to wrap you up,” Fleur said sharply with a little laugh, she went to work wrapping him up leave his head sticking out of the cocoon. The twins were hanging in a mesh net webbing. “Why don’t we wait her awhile for the poison to run its course.” She purred with delight Fleur mounted herself on a mesh of webbing nearby to overlook her work. “And with that all the naughty stallions are taken care of. Shadow Dancer still protecting her family.”

It was late when Haypenny finally came in, he could tell that something was up the way Lady Fleur was smiling at him, seeing his Mistress like this made him more than a little nervous at this. “What is wrong Madam?”

Haypenny unloaded his saddle bags revealing several potion vials and papers. “Well if you must know Madam, I ran into a Shadow Tail, I am quite sure she is not aware of her power but still it is disconcerting. On a positives side I did collect the potions that can be used.”

“Don’t worry I’ll handle it,” Fleur cheered. “I have a spell for that, or at least one that I would like to try.”

“Of course I will once again leave it in your hooves.” Haypenny nodded to her.

“Haypenny, I have a surprise for you and I just know that you will love it!” Fleur pranced like a little school filly. Wearealy Haypenny followed her back to the twins workshop as Fleur excitedly talked a mile a minute. “Oh, it’s been so long since I’ve used my venom and in such a precise way, but I believe that I did a good job. I mean getting rid of them would have been too easy but we could still use them. Just come and see.”

“Yes, my Lady.” He sighed heavily not sure what his mistress was thinking. Haypenny was worn for what happened earlier that day and did not want to deal with anything ‘Unexpected’ right now.

They both entered the twins’ workshop. That was when he saw them, slumped against the wall was the Twins were immobile, their eyes had no understanding in them. Their mane and fur slowly losing color like an icicle dripping water. Fleur watched as Haypenny examined them. “What is happening to them?”

“Like I said I used my’ venom to erase many of their nasty memories, It washed away many of the things that made up their core beings so they are blank slates, easy to be rewritten on may I add. It was very hard to do so but I do believe that they will keep all their useful information. The other side is that you must… Retrain them, and of course I leave that completely to you. Think of them like new stewards in training, maybe even future Head stewards? My gift to you, for all that you have done of the family.” She wave at the brother's dismissively then smiled at him.

Haypenny looked at them, two blank slates. I am not getting any younger… He mused to himself. he was moved by her gift of two new acolytes, they would be future stewards, were getting their training started. She remembered his words well. “Thank you madam,” He took in a sharp breath. “This is quite a unique gift and I will beginning their training post haste.”

“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.”

“I never doubted you ma’am but I am glad that you were able to handle this quickly. Now I shall take care of this part.”

Fleur tapped he chin. “I think I’ll see how my foals are doing. Just remember, Shadow Dancer will always protect her family.”

Author's Note

I would like to thank Mix-up for his help in editing and Making the new cover art.
The picture is meant show off the dark aspect of the story. There is his deviant art page. Hope You like it.

Chapter 12; HayPenny's Duale With The Shadow Tail

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.

Chapter 13; Fany Pants in Germaney, The Clinic

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.

Fancy Pants sat in a chair just outside a medical office, but not just any office it was the director of a renowned Germaney fertility clinic. He looked around the empty receiving area, but it was not the kind of empty that would sell doom but the emptiness of promise. The clinic may not have been a business as such but the scientist researching there still needed money to run their researches, to pay everypony under their employ and that was what he was counting on. Many a business stallion in his place would have been quaking their horseshoes over the fact that he was sitting outside the door with a case full of ingots, Platinum ingots that is.

Silver Jangle, Golden Bits, and then Platinum Ingot. Most ponies never use or even see a Platinum Ingot their entire life. Most use just Bits, I would prefer them myself but I need…, Fancy paused his inner monologue for a moment in searching for the right words. Impact, that’s the word. Fancy knew that this part in his plan would make everything his wife was doing a success. Their new foals would be able to be part of this world as his and his beloved wife’s legitimate offspring without any trouble. This clinic was new and did not have any government connections, so at the moment it would be perfect to acquire all the paperwork they needed. “I wonder how my dear wife is doing?” He said aloud as he turned his head to the nearest window. Fancy Pants knew that if they wanted their foals to be officially recognized by the crown so that nopony would question their legitimacy.

The door opened up a large stallion, he had strong features, that were all manicured with perfectly manicured hooves and styled mane. The stallion was dressed in a fine business suit that was covered with the revered and respect white lab coat of his profession . This was no scientist, Fancy Pants knew, this was a sales pony, he was a front that they use to try and get ponies to invest in their enterprise, and that’s was just what he needed.

“You must be Mr. Fancy Pants, I’m Doctor Fine’n Certain ” The stallion said in Equlinish that was heavily accented with Germanic. He gave Fancy a hard hoof shake which was a good sign. “Please, come in and we can talk in private.”

“Of Course Doctor Certain.” Fancy said with a secret smile and picked up his hefty case.

“What that for?” Doctor Certain asked pointing a hoof at the case.

“We will need it for the business that we will be discussing.”

Fancy took his seat at a round table, Fancy looked around this office and smiled at the atmosphere it was conveying. It too was a deliberate choice on the part of the clinic, as would gave the illusion of power and intimacy with their prospective patients all at the same time.

“Now what can we professionals at New Dawn Raisers Fertility Experts do for you?” the representative asked. Fancy knew that the good ‘Doctor’ Certain was just a figurehead, they use to help put clients and investors at ease, but in actuality he likely knew little to nothing about actual science and that would worked out for what he needed.

“In a very real sense, it is rather what I can do for you too.”

“How is that? Mr. Fancy Pants?”

“You see, my wife and I want to have foals, but it seems we can not, or rather our chances are very slim.” Fancy started.

“That’s where New Daw Raisers can help! It is our mission in life to help those that can not have foals to allow them to be the parents they have always dreamed to...” Doctor Certain started, but Fancy held up a hoof to interrupt him.

“In a way you already have.” Fancy Pants opened. He needed to put this pony off kilter, but not so much that he would shut Fancy Pants out.

Doctor Certain looked at him puzzled, but Fancy didn’t let anything show. “Please, explain what you mean Mister Fancy Pants Why are you here, in a fertility clinic if you already have foals?”

“You see my dear sir,I am here because sometime ago my wife use your technique on herself, without my help, or my knowledge until the deed was done.” He let that hang in the air.

“She, she did what?” Doctor Certain said baffled at what he just heard not trying to raise his voice, but Fancy could see the surprise on his face.

“Yes, she did and the results were quite amazing,” Fancy smiled. “And that in fact she even had a number of foals, quite a lot of them in fact.”

“How?!” Doctor Certain exclaimed and then trying to regain his composer. “My good sir we are not held responsible by the… May I ask what happened?” Doctor Certain asked. Fancy could hear the fear in his voice from the idea of the possible use performance of an unsupervised medical treatment of their pattentend technique, and the potential risk to their reputation.

Now, Fancy knew that they he had to push his advantage. “Yes, my lovely wife gave birth to several foals in actuality. All appear healthy and they seem also more developed than they should be, if that makes sense to you?” Fancy knew it did. He had did his research after all, there was a slim margin in which either multiple foals could be born or that they were born more developed. That was with the proper alchemical arcane medical treatment and the proper technicians working with a high risk case, like Fleurs. He knew that Doctor Certain would believe that his beloved Fleur had done it by herself. Fancy could already think that his mind was in a tailspin. Fancy has the stick now for the carrot, and what Fancy had would get him all that he needed official documents hee needed to help his wife, birthcetifcets and medical papers and such.

“Now, now none of that. My wife and I were desperately trying to have foals, we were quite desperate to have them you see. This accident which you may think is bad for your organization is in actuality a boon for me and for you.” Fancy reached into his jacket and pulled a photo out. It showed an older mare of a noble demeanor and dress. Fancy as a young colt was to once side of her while to the other side was six fillies each a different color. There were two pegasus, one brozen another silver. Then there were two unicorn a golden and another was a pail blue. Finally there was two earth ponies an emerald one and another ruby colored. “I come from a large family myself, you see, and I wish to have such a thing for myself. As for my wife she was only foal in her family and was quite lonely and, well, she had always wanted to be a mother. So, for us it was a great mistake that was intolerable. Don’t you believe that I would like to thank the ponies that help make this miracle happen?” Now smile, and lift your head, for effect. Fancy thought, so he smiled and lifted his head slightly.

“But your wife must be very sick, to have used treatment without any proper medical ministration what so ever, she must need a lot of psychological help for such a stunt!?” Doctor Certain stammered scared of what he just heard. “Why wouldn’t you blame us…”

“Now, Now, “Fancy Pants chided”this is where I must share something with you,” Fancy lifted his case up and opened it, still not showing the content to the good Doctor. Fancy lifted a small decanter out of the case. “This is a fortification potion that I have made for my wife. This is one of the things I think may have helped her and not to mention my wife’s own spell. More to the point, that it looks bad for you that some pony could copy your ‘patent’ technique, but worse for me still that my wife did it to herself. It will make her look like she showed bad judgment and that might cause ponies to come and take away our new family, you understand. Now, you see my problem dear doctor and I might think we could help each other in an mutually beneficial arrangement.” Fancy moved the case closer so that Doctor Certain could better see what was inside. It revealed a small slot for the decanter but a solid wall of silver-white bars each with the seal of Equestria. “I’d say that what I ask for is easily done in comparison I can help back your research with this.” Fancy saw Doctor Certain’s eyes almost explode form his head. I’ve got you now. Fancy thought.

“Did your wife keep a journal?” Doctor Certain asked.

“I believe that Haypenny is the keeper of such records. Well, what do you say my position and the platinum Ingots…”
“No.” Doctor Certain stated flatly.

This surprised the business pony. “NO?”

“Yes, I said No. While your money would be good, I want that potion, the spell and most of all the records. The Ingots are just frosting on the cake, but I first want the cake. So unless you can give me all three then I must turn down your offer,” His voice lowered. “And your wife may suffer the stigma, that she owned by herself, of crazy. Then you can watch as your new foals taken from you. Now, are you going to give me the cake and if you still want to I’ll have the frosting too. What will it be?”

Fancy did not like, he did not like being pushed around in any business deal. Fancy knew that he would punish this stallion but for now he needed the help of the clinic. “Very well, I’ll give you to them. I’ll try and convince my wife to give you the spell.”

“Good, we will have a deal when I have the spell. Until then the Ingos can stay with a third party until you do.” Doctor Certain added.

“Very well, then it’s a deal of sorts.” Fancy gave a smile but held his anger in check.

Fancy was liveited and he did not like it. IT was one thing to lose in business but to be bullied in a deal. Now he was going to find something to crush that stallion later. Leaving the office he was not happy but he kept his composer. Fancy had a lawyer form the Gremaney’s branch of the law firm. While he was in his silent fuming state Fancy did not notice the figure that he was heading his way.
“Excuse me, are you Mr. Fancy Pants.” A feminine voice got his attention
Fancy looked for the voice for a brief moment that was when his eyes fell on what looked like a filly. “Excuse me?” Fancy was surprised at what he was looking at. He could not believe what he was seeing

Fancy looked down at filly with a smile on his face. “Hello, little Ms. What are you doing?”

“I am not a foal good sir. I am Doctor Zygote founder and head of this establishment.” A full grown mare’s voice came from the filly’s mouth.

“Excuse me?” Fancy Pants were surprised at what he heard.

“What, Don’t believe me?” The ‘Doctor’ asked.
“Well, Well…” Fancy Pants was trying to think about what he was just told.
“All right, let's begin.” Doctor Zygote sighed. Then in clear and devised tone she began to explain complex genetic theory. Fancy pants was more than a little flabbergasted at what he was seeing.

“Yes, well, you see I suffer from a rare genetic abnormality and I am a full grown mare in a filly body. Now to business, I know that you must be quite upset. Please calm yourself, Doctor Certain may have been a little forced but we were in dire straits. Please, would you sit with me?” The filly size mare asked.
The two took a seat in a well decorated reception area and the two sat opposed to each other. It was strange to see a filly dressed as a scientist with her id badge still hanging for it’s corner.

“ Let me first say that I am sorry that Doctor Certain was harsh on you but he knew that we needed the information. You see he is not as…, well versed as we are so we had him be the figurehead to talk to our potential clients. I am guessing you understand why we have him do it and not myself or one of our team?”

Fancy looked at her for a brief moment Fancy realized what the doctor was trying to say. “Are the rest of your fellow Doctors like you?” Fancy asked.

“I am afraid to say that is correct. As I am unable to have foals because it would simply kill me, I decided to dedicate my actions in helping other ponies being able to have foals. Well, I know there are other ways but at least I can help in some fashion. The other doctors are not exactly like me, but in various states where they would also be unable to have foals of their own, like myself. Thought we can not bare foals ourselves we help others do it.”

“Why is he so concerned about being equal among you?” Fancy questioned

“Well, you see we called him just for the fact he could be used as such. He has been feeling a little inadequate compared to us, so he was hope that he could bring something that would make him seem like equals in our eyes. I think it was his hope that he could be let in on our groundbreaking discoveries. He is not bad, but he is nowhere near our abilities so he wants to see himself as an equal.”

“I see? SO, is he any good? I mean he wishes to be apart of your group?” Fancy Pants asked.

“Sort of, he has some ability but he is not at the same level.” Doctor Zygote asked.

A wicked idea came into his mind and Fancy started. “Well, Then I would like him to be on the team,” Fancy stated. “So that I can show him that I have controle.”

Doctor Zygote nodded. “I see, I will make it so. Please know that we would like all that information it would improve our process and I assure you we would help and ‘correct’ the records for your foals. Does that sound good?”

“Yes, quite. I am glad that we were able to come to some sort of agreement.” Fancy nodded.

Fancy was help, he would be able to get the birth records for his new foals and would even get revenge on Doctor Certain. The two of them had parted ways. His new plan would come together later and Fancy Pants smiled and started to think to himself. That’s good, I think I’ll introduce him to some of those ‘gold digging’ mares I keep around. They’ll get my revenge for me. Fancy made his way back to The Fairy Dragon “No Stallion gets the Better of Sir Fancy Pants.” He muttered with a sinister grin.

On The Fairy Dragon Fany took a seat at the co-pilot seat. He took a deep breath in and out. “I think I want to go visit Mummzy.” He said aloud.
Skyway looked at him. “Sir, could would rest a little?”

Fancy raised an eyebrow. “Are you tired?”

Skyway nodded nervously at his employer. Fancy in turn just smiled and sighed. “Your right I still need my old masters Position so why don’t we take a bit of a rest at a hotel.”

“Thank you sir, and don’t worry I make sure we get to your mother’s home once we are nice and rested.”

“That’s good my fine sir. Let’s get some rest.”

Chapter 14; Padding and Sweets

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.

It was early in the afternoon as Fleur, in disguised, made her way to a bakery shaped like a gingerbread house. While HayPenny was busy with train his new acolites Fleur decided to take care of a situation. HayPenny had told her about his dealings with a pony he called ‘a Shadow Tail’ and that made her nervous be he also explained that the pony did not know about her powers. Fleur took this as an opportunity to test a new spell she was working on.

While Fleur had used the poison from her spider-self on the twins, Fleur knew that always relying on it to take care of problems was not the best solution. That was why she worked out a little spell, it would make any pony a loyal servant of the Fancy Family, and not get in her way. She knew that if she could perfect the spell would help solve the future problems.

“Now if Ms. Carrot Top was right, I’m looking for Pinkie Pie. She lives in her place of employment.” Fleur mused.

The little baker was quite whimsical and from the smell that wafted from the inside it was divine. In fact it was better than anything she could have at home. She had heard the rumors of this place being very popular but she did not believe them until now. Gingerly she stepped through the front door, standing in front of the cash register was a plump, blue Earth bound Mare with a mane style that was liked swirled ice cream.

“Morning, Can I help you?” The mare asked with a smile on her face.

Fleur gave her a smile and came up to the counter. “I am not sure, you see I heard about that your store was simple amazing do you have any suggestions?”

The counter mare seemed to think about it for a moment. “I think I have something let me look.” The mare bent down to look at the counter’s attached display case. It was only a few moments when she came out with a strawberry encrusted pastry. Amazed at what she saw Fleur picked it up, slowly she lifted to her mouth when a strawberry barely hanging and it let go and fell to the floor. Fleur bit into the sweet pastry and found that it’s flavor was… Her thoughts were interrupted when she notice an aura encase the strawberry and pull it away towards the counter.

“What?” Fleur said bending her head just a little to get a better look at what was happening.

“Oh, not this…,” The baker said and bent down. She bent down and picked up a unicorn foal and tapping her horn stopping the magic aura. “No, no, no Pumpkin you’ll get sick. Strawberries get you sick.”

Fleur giggled. “Your first unicorn?”

“Also first foal, I admit it’s a lot but I wouldn’t trade it for the world. Do you have any? Your little one’s can’t be too old, you look like you're still showing?” The Baker asked.

“Oh, you can still tell? ” Fleur acted surprised. Fleur was not surprised at what The Baker had said she had been using the potion that would allow her to lactate magic milk. “Yes, I have some foals. I must say you’re doing well. Most unicorn mother figure out that a baby unicorn’s magic can be cut off by covering their horn. I’m Glad Dancer by the way.”

“Why thank you. Nice to meet you Glad Dancer, I’m Mrs. Cake. Let me guess taking a break, I get that so don’t worry. If our live-employee didn’t take care of the twins.”

“You have twins? You must have your hooves full.”

“Oh, I do but there is nothing like it,” Mrs. Cake presented the little filly to her. “This is Pumpkin, my little unicorn and her twin brother is Pound, my little pegasus. ”

Fleur smiled sheepishly and let out a giggle. “I see, that is quite funny names however did you think of them?” Fleur still needed an opening to try her new spell.

“Oh, that was our party planner during our Foalshower.” Mrs. Cake laughed.

“That sounds like it was very fun.” Fleur let out a laugh.

“Oh, it was so much fun. Say, you must be a mother too, am I right?” Mrs. Cake smiled and winked at her.

“That’s right, I have four little ones…,” Fleur made herself look a little sheepish. “I used magic to assist in their births.” Fleur ended her performances by lowering her head, like she was ashamed to say it.

“Phuff,” Mrs. Cake made a sound almost like disapproving. “No worries dear, it has to be done nowadays. I’ve had a unicorn an a pegasus that’s a lot of stress on a earth pony, I needed some magical help to make sure my foals came out alright.” Mrs. Cake inclined her head in thought and tapped her chin thoughtfully. “Let’s see four foals, four foals? Oh, artificial insemination!” Fleur jumped back a little surprised. Mrs. Cake’s face flushed a little embarrassed. “Sorry, only way I could guess you having four foals. Yes some may think that it a taboo thing but it’s necessary thing nowadays.” Mrs. Cake shrugged. “But now I must know, how do you keep your figure? I mean I was not too slim to start but after two foals I’m a cow!”

Just what I needed an opening. Fleur smiled at that sinister thought and ready to put her plan into action. “Well, I did have a little magical help. It’s a little spell I use. I won't give you a figure like mine but it will help, if only a bit. I only used it because of my work in modeling.”

“Oh, that explains it, but I can’t use magic like that.”

“Well, it makes exercise and all other work you do more effective, you burn a lot more calories. I can cast the spell on you once, that should help if only a little for to day. The rest will be up to you.”

Mrs. Cake thought for a moment and nodded. “I guess just this once, yes I’ll give it a try.”

“That’s great glad I could help one mother to another.” Fleur smiled charged her spell and in a moment she released it.

A bright light enveloped both Mrs. Cake and Pumpkin in moments they looked dazed as they just stood behind the register with a black look on their faces. Fleur was glad to see the spell seemed to work, but it would take a few minutes for it to completely kick in. “Good, Good, you are under my command, I wish to bring me to your husband and Pinkie Pie. Go to them”

“OK.” Mrs. Cake said and walked away from the counter and towards the living room. Fleur followed Mrs. Cake to the living room and charged another spell. When she stepped out into the living room Fleur could see that both Mr. Cake and Pinkie Pie were changing the diaper, of a pegasus. Pound a presume, Ah, how sweet of a little family they are. Fleur mused.

That was when Mr. Cake looked up and saw his wife. “Oh, Snicker doodle what are you doing back her with a customer no less?” He asked.

“Bring her here as she commanded…” Mrs. Cake said.

“What?” He asked but he would never here the answer as Fleur relisted the spell.

The spell was stronger this time to get the four additional ponies and Fleur was a little afraid of the added strain but she was glad when all of them looked like Mrs. Cake did.

“Wow what was that?” Pinkie Pie asked now back to normal.

Fleur blinked. Must have been a flaw in using in on multiple ponies. Fleur opened her mouth to speak but Pinkie Pie looked at her puzzled.

“Berrrellle,” The mare shook herself off and looked a Fleur. “What was that? Say are you an Evil Enchantress who puts ponies in Trances?”

Fleur only smiled an only predatory glint. “You could say something like that.” Before Fleur could act again the mare was gone. Great she’s gone, I’ve got to find her. Fleur mind raced. With a sight she resigned to her new fate. I guess I have to use that tracking spell.

Fleur closed her eyes and started to work, used her own magic to let out tiny strands of magic, slowly weaving into a fine net, it was an old tracking spell. The spell was something that followed down her family line. Fleur may not be in her Shadow Dancer form but she could still track like the spider pony she was, at least on the inside. Soon her magic web was woven and she could sense the household. Like a real spider her magic would now alert her if Pinkie tripped one of her invisible wires. She stood at their center waiting, just like a real spider.

“Where are you my little fly.” she breathed.

“Who’s the fly again?” Fleur heard a voice from just behind her, in fact it was coming from behind her. She was on her back!

“What?!” Fleur tried to see the pink pony. Pinkie jumped off and bounced to the floor.

“What’s you up too anyway?” Pinkie asked.

Surprised Fleur blinked. “You chased my Butler through the town while he was doing some of his arenas, I was afraid that you be bothering me and my family again.”

“Is that really a reason to bast us with a mind spell?” Pinkie smiled at her enigmatically.

Fleur soured a bit. “YES! Yes it is!” Fleur blasted Pinkie with the spell again, but this time it was more powerful. It was powerful enough to knock her back.

Pinkie shook her again. “Gee, wow wow stop that! Stop being so mean.”

“I’m not mean, I’m a mother!” Fleur snapped and she summoned a different spell. She called up the magical lines and poured more magic into them pulling them into reality, making the physical.

Pinkie looked around as the line burst into being, she bounced around and around and around but soon the lines wrapped around her making a net. “Wow, what’s this?”

“A net.” Fleur added flatly before she charged her new spell again and blasted Pinkie again and again and again until Pinkie took on a dazed expression.

“Finally!” Fleur exclaimed exhausted. “Pinkie you are now in my power you will stand by your employers. Do you understand?”

“Yes, mistress…” That’s when Fleur watched the pink pony stand up on two legs and with her front outstretched marched over to the Cakes.

Fleur only sighed and collapsed in a nearby couch to get some rest and wait for the spell to take complete effect.

After some time had past Fleur got up and walked over to the ponies to see the spell’s progress. She examined the ponies that stood before her. The Cakes, their foals and their party planner. Three adults and two foals, all transfixed in spot, the foals sat on the floor drooling on themself while the other stood up straight their eyes reminded her like a inkblot test. The spell is programming them now. Fleur thought then examined each of the ponies, Pinkie Pie didn’t seem like a threat but she trusted HayPenny’s word. While the Cakes looked like loving parents and their foals made her miss her little ones but she had to finish it.

In the middle of her examination she started to hear a soft chanting coming from the adults. “You Command, We Obey, You Command, We Obey…”

This cause Fleur to smile and in a lecturing tone said. “Good, Good, You are all now servants of the Pants Family and you will do as we say. Our secrets are your secrets, our needs are your needs and you will not question that. You are still the same ponies you always were but now you know that you are and have been faithful servants. Do you understand?”

“We hear and Obey Mistress Fleur. We are servants of the Family Of Pants…” The adult ponies replied.

“Good, Good.” Fleur was elated at the progress of her new spell and guessed that it would take twenty four hours to complete and they would think nothing of the change because they would believe it was their own thoughts. That was when Fleur noticed Pinkie fidgeting this acton made Fleur nervous. Is she trying to break my spell? “What is is wrong Pinkie Pie?”

“Nothing Mistress Fleur….,” Pinkie fidgeted some more. “I mean yes.”

“What is it then?”

“I need to use the bathroom Mistress Fleur…” Pinkie began to fidget more and started to grunt.

This is bad the spell will have them ignore the fact that they went to the bathroom on the floor other ponies would not. That’s when an idea came to Fleur how to remedy the situation. “Pinkie Pie your are my servant right? Then do what I say and lay on the ground and do not react until directed otherwise, as a servant you will do this am I clear?”

“Yes Mistress.” Pinkie said and followed by flopping on the ground.

Fleur turned to Mr. Cake. “Mr. Cake, you are my servant right? I want you to put a diaper on Pinkie Pie like she was one of your own foals. Do you understand?”

“Yes Mistress.” The yellow baker nodded and went to work.

Fleur smiled at her idea when the spell was done the diaper would simply be discarded without a thought. When Mr. Cake was done the two just remained unmoving. “Good, Good, Pinkie Get up and wait for my orders. Mr. Cake now it’s your turn to lay on the ground just as Pinkie did,” Fleur turned to Mrs. Cake. “Now you put a diaper on your husband.”

“Yes Mistress.” Both Baker replied and did as they were told.

When they finished Fleur gave the last orders. “Good, Everypony is doing such a good job, Now Mrs. Cake lay on the floor just like your husband,” Fleur turned to Pinkie. “Now it’s your turn dear put a diaper on your employer. Do you understand?”

“Yes Mistress.” Was their combined reply.

With great satisfaction she watched the last pony get diapered. With that done Fleur planed to trot out of the store, everything seemed to be going OK until she heard the the bell from the front door.

“Damit!” Fleur hissed and tried to make it to the front of the story without causing a scene. She slipped into main shop but it was too late as two ponies had come in one was a very big, muscular, red stallion. The other was a magenta unicorn with a curly mulberry mane.

“What’s going ON?” The unicorn mare asked.

Fleur gave them no more time as she quickly charged the spell and released it blasting both with the spell. The reaction was the same as before, Fleur was relieved, worked spell were know to be unreliable until completely worked out. Both ponies faces went blank and the big one’s mouth hung open.

Fleur smiled. “You are now under my command, answer me who are you?”

“I am Sugar Bell…, I’m the Cake’s apprentice,” The unicorn said. Then she pointed to the read Earthbound and continued. “This is my Stallion friend Big Macintosh…, He’s Apple Farmer. He’s the quiet sort.”

“Eeeeyup.” The stallion replied.

“Good, Good, Now both of you got to the living room and wait for further instructions.” Fleur instructed them, and she watched the two march away to the living room. Well two more servants aren’t really a bad thing. Fleur thought as she turned the front door sign over to close and went back to the living room. She only giggled as she thought of those two ponies in cute diapers.

Chapter 15; Mommy's Little Helper, Twisting the Time Away.

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.

Haypenny had been moved by her gift of two new acolytes, they would be future stewards, were getting their training started.

She remembered his words well. “Thank you madam,” He took in a sharp breath. “This is quite a unique gift and I will beginning their training post haste.”

“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.”

“I am also glad too. 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.

“Well,do not take this harshly, you see I believe that it would be in best interest for the future if you work with your foal. You have collected four new foals. Four new members of our your family, so I would suggest that you get to know the four you have.”

“That is an idea, I mean they are my little one’s I should know more.” Fleur mused.

“Exactly, now maybe see what make them special, different and unique. Truly make them your foals by giving them new names.”

Fleur thought about that for a moment. “Maybe that is for the best.”

“Once I am done training my new comrades, or trainees? Then maybe we will be able to help you better.” Haypenny suggested.

“Yes you do have a point, but I can't really complain. I will be able to play with my foals.”

Fleur sate in the corner of the nursery, she was enjoying he time with her new little foals. All her foals were playing in the nursary’s common area. Each was doing their own thing but Fleur notice that there were times they play together before backing off again. Haypenny had been right, she had needed to have time with her new family. Each and all of them held a deep place in her heart and she could not wait to show them to her beloved Fancy. That was when the idea had come to into her head. Yes, Haypenny was right. Names, yes names. My foals need new name. I think in the future that I'll give them new name when I gather them for the first time. Fleur looked at her foals as she thought about her situation as a whole not to mention her feelings too. The one that made it all possible was her loving Fancy Pants. “Thank you for all the help my love, so I think I'll give our little ones your family name Fancy.”

She turned her attention to each of them; First, her little Buttons, he was now dark brown with a silver white mane. He was playing with a ball, making up a new game with it. He had been her first new foal and was meant for her husband. Fleur smirked to herself. Meant to be his first son? So why not his name, Fancy Pants Jr. She watched as pushed it around and started to bounce it a little.

Then, she looked at the next one, her first little filly. My little Penelope, Fleur like her new look. He mane was shifting into a pinkish color, not quite as dark as hers, but it was longer. Her light blue coat was also shifting into a deeper blue color. It was starting to come in nicely. Fleur thought to herself. Fleur watched as the little filly was wandering around the nursery exploring everything in the cart. little adventurous are you? Well, how about something tough a coltish... Britches? Yes, that's it my little Fancy Britches She nodded to herself happily.She became distracted as Fany Jr. ball came rolling up to her. The two started to play as if it was the most natural thing in the world.

Finally she turned her attention to the last two, her little Snips and little Snail Trail. She could tell that her form was doing wonder for them and their new colors were so cute. Snip was starting to lose the little chubby belly and his blue coat was starting to shift to an orange color while his mane was shifting to a blue. Her little Snail Trail was also having his mane and coat colored reversed, but the gocky limbs were not gaining some muscle. Interesting their coat and mane colores are inverting, I wonder why?

Fleur had started to work with both of them little Snail Trail was starting to take to his new education quite well and he was showing adapted towards scholarly persecute. He was looking at his new books with great vigor and happiness, yes he was just staring at the picture and drooling on himself but Fleur could see he was changeing. Lets see, something that says dignity and restraint. Fleur thought to herself and then a moment inspiration the name came to her. Fancy Pantaloon! While little Snips was having the same lessons he was showing that he was quite a valet little knight to be. Fleur could not help but make a light laugh as he played with a toy sword, putting it tip first in his mouth and sucking on it. Fancy Knickers that is just nice addition.

Fleur was brought out her thoughts when she heard a knocking sound. She made her way to the main door as she through on a new disguise. With a smile she answered the door. “Yes?” It was the Teacher Ms. Cheerilly.

“Hello Fleur,” She greeted her. “I'm sorry to bother you, but I am here to solve a little problem.”

Fleur nodded and with a frown she ushered the teacher into the car. “Please come in, tell me about it.”

“Thank you.” Ms. Cheerilee nodded.

The two were soon sitting at a table in a tiny kitchenette drinking tea. “So Ms. Cheerilee, while I would like to be polite and make polite conversation I must cut to the point. I wish to spent more time with my foals.” Fleur said tartly.

With a sight Ms. Cheerily hung her head shaking it slowly. “I understand that, but I believe that this is about your foals too. Or in this case a possible new foal for you.”

Fleur tilted her head and could see the serous frown on the teachers' face. “Truly? What brought this on?” Ms. Cheerily bit her lower lip.

“Yes, I think this problem can only be solved by you. ”

“What is wrong? Do I have to hypnotize you to get the answer.” Fleur teezed with a smile. But it fell when she saw the seriousness in the teachers face. “Sorry go on.”

“This is hard for me, I know that I said I would help you but right now I need your help. I need you to take a former student of Mine.” Ms. Cheerily stated.

“Former student? What, what do you Mean?” Fleur questioned, she could not process what was happening.

“I understand that we need to lay low for a while, but this is a unique situation and I need your help in the act. If we do not a young filly will be lost.” Ms. Cheerily urged.

Seeing the urgency in the teacher's tone she reached across the table and grasped a hoof. “Alright Ms. Cheerily, what is it?”

“Her name is Twist, she has been staying with her half sister here in ponyville, but for some reason, Bon Bon her sister is missing. Well not to mention Lyra her room mate but that is not really impotent. Turns out Bon Bon has been missing for a while, we’ve haven’t missed her because of the man other Bon Bon’s that live in this town kind of make it hard to pick out just one. Well any way, Twist’s Bon Bon has been for a long time and foal protective serves want to ship Twist off to some Celestia forsaken corner of Equestria. I've tried to keep her here, but they have turned down all my efforts.”

“You want me to take your student? This Twist? Fleur interrupted getting the gist of what Ms. Cheerilee was saying.

“Yes, while I am sure that she will be put in a good home, I can not be sure. She may not be in ponyville, but with you I know that she will be in a good home.” Ms. Cheerily said and produced a small picture of the filly.

She was cream color with a severally, frizzy mane with purple coke bottle frame glasses. Ah, she's so very cute I think that I can manage that mane with my own... Or Fleur thought to herself. She then looked at the picture from every angle. Or maybe this could be my little unicorn. “OK I'll help you out how will you get her here?”

“I don't need to it's filly scout cookie time, she's coming to you.”

A joyous smile came to Fleur's face. “Just perfect, I'll need only a little time to prepare.”

Twist pulled her little cart full of Filly Scout Cookies, she had been told that there was a wealth pony that had taken up residence in the train yard. So, I might be able to get some of my stock sold quickly today. Twist smiled at the thought. She knocked on the door and waited for an answer. She put on her best smile and readied her speech, as the door opened up revealing a beautiful mare. She was thin, curvy and pure white, with big blue eyes and a flowing pink mane.

“Why hello, little one,” The mare said with a brilliant smile. “May I help you?”

“Ye… yes,” Twist stammered a little. “I’m with local Filly Scout troop…”

“Oh, please come in and I’ll buy some from you.” The mare motioned for her to follow into the train. Twist followed the mare into the train, the first thing she noticed was a clicking metronome.

“Yes, I have an amazing selection of…” Twist paused for a moment her eyes became transfixed by a metronome on a table near a larger round table. the ticking of left, the tack to the right and the tick as it swung back to the left. Twist attention seemed to be pulled toward the rhythm of the device. Twist could not help but be pull in by it’s slow “Tick, Tack, Tick”. The back and forth was so comforting, it’s slow “Tick, Tack, Tick” made it hard for her to keep her thoughts strait. “Tick, Tack, Tick”. It pulled her away from any of her thoughts and cares.

“Now, little one let’s take a seat and shall we?” The mare asked, but then the mare seemed to looked surprised. “Oh, you must be thirsty. Let me get you some thing to drink. I bet your thirst, aren't you?” With a bright flash of magic two glasses of milk appeared in front of them.

“Tick, Tack, Tick” The metronome continued and suddenly Twist was suddenly dry and hot, she was thirsty. The glass of milk looked so appealing soo cool she could not stop herself and drink down the glass in one gulp. It was some of the best milk she ever had and Twist wished she could have some more. “Tick, Tack, Tick” The metronome continued and Twist lost herself in it until she heard the mare speak. “Now let's talk about why you are here.” The mare gushed, the metronome continued. “Tick, Tack, Tick”

“Oh, ye...sss,” Twist nodded numbly. “I have lots of c...oo..kies too…” she struggled to put her mind together as the metronome continued to “Tick, Tack, Tick”.

“Yes we’ll talk about it just take a nice comfortable seat and have something to drink, while we talk that is.” The mare said with a smile as the metronome continued to “Tick, Tack, Tick”.

“Now about our cookies,” Twist tried to start again she watched as the mare sat down across from her near the metronome. “Tick, Tack, Tick” It continued as Twist struggled to try concentrate. So she focused on the mare across from her.“Yes, we have all sorts of cookies, and…” She pulled out an order form that had pictures of all the cookies on it.

The mare pulled closer and leaned over the table. Leveling the metronome in clear view and Twist could help but watch it as it moved back and forth. “Tick, Tack, Tick”. Twist could not help but stare as the metronome continued to make it’s back and forth motions and it “Tick, Tack, Tick”

“Isn’t it calming and comforting? The metronome? Can’t you just watch it and forget? Forget it all? Forget every little thing?” The mare cooed softly at her.

Twist felt her mind going soft, her thoughts were getting muddled. Losing all her well to sell cookies she focus solely on the metronome as it moved, slowly Twist swayed her head with them metronome's motions. Slowly it swayed back and forth Twist did not notice that the mare had slid close to her.

“My, you're so distracted, maybe you need to get more comfortable?” The mare asked. Twist did not answer as she swayed her head slightly to the metronome. “I’ll take that as a yes.”

Twist soon felt her sash and hat float away, she could not care as she was lost on the metronome. Then her body lifted slightly and with in a few moments she felt her body drop on to something. It was plush and cozy, it soon wrapped around her bottom. It felt so comfortable and that was good, it made Twist only smile. She just continued to watch the metronome and it's soothing “Tick, Tack, Tick”.

“Good, doesn't that feel so good?" The mare cooed lovingly in her ear. "Now why don’t you watch the metronome as it Tick, Tack, Tick’s? Forget everything, but the Tick, Tack, Tick’s and then let me tell you what you should know.”

Twist thought that sounded good, so very, very, good. So she focused solely on the metronome and it’s “Tick, Tack, Tick”. Nothing but, it’s echoing sound reverberating in her quickly emptying mind, Twist continued to smile as she slowly lost herself to the metronome.

"Such a good little foal aren't you, just keep watching..." The nice mare prompted. So Twist did, she watched the metronome, she could only smile as she listened listen and follow the “Tick, Tack, Tick” of the metronome.

“Maybe you should be more comfortable,

Lost in the metronome’s “Tick, Tack, Tick” and it’s motion Twist felt herself lifted into the air and soon so was the metronome. She felt safe and sound in these hooves, loved and peaceful, that’s when the voice came.

“That’s it my little one your so happy and peaceful. I’m your Mommy and you want nothing, but to be with your Mommy don’t you?” The metronome still making the “Tick, Tack, Tick”

Twist gave her a smile and followed the metronome’s motion. She was right, she was happy being with her Mommy.

“Now here is a more comfortable place, your own crib.” The mare, no, mommy told her and Twist felt herself placed on comfy pillow the metronome not to far from her. “Tick, Tack, Tick”

“Now you don’t look so good just like that, maybe a new dress? Yes a new dress!” Mommy said happily.

Soon Twist saw a fancy purple dress float over to her, she felt a new set of clothing slipped over her a dress of some kind. A mirror was floated into Twist’s partial view, she was now in the fancy purple dress,a puffy white diaper stick out form the frilly skirt. The dress matched her glasses. Twist let a little giggle of delight at the sight of herself.

“There we go a nice new dress for you to wear my little one,” Mommy said. “Oh, that metronome still has you so absorbed doesn't? Your thirsty again aren't you?”

Twist nodded she was thirsty again.

“Why don’t I give you another drink and you take nice little nap?” That was when her mommy laid down she was blocking the metronome this time. Before she could complain she felt one of her Mommy’s teats forced through her mouth. “Here my little one drink up!” That was when Mommy squirted a little into her mouth.

The feeling of the warm milk was drawing and she could not help but let her instincts kick in and suckle as she did she could still hear the metronome go “Tick, Tack, Tick”.

Mommy started talking to her soothingly in time with the “Tick, Tack, Tick” of the metronome. “That’s it little one suck and suck and suck. Suck away any and all your memories you don’t need. Back, Back, Back, You love your Mommy, Love your Milk, Love your Purple Dress, Love your Diapers, Love being a Little foal.” Twist couldn’t help but let her Mommy’s words fill her head as she sucked up the milk in time with the “Tick, Tack, Tick”. Twist continued to listing to both the metronome and her Mommy’s words. You love your Mommy, Love your Milk, Love your Purple Dress, Love your Diapers, Love being a Little foal. Tick, Tack, Tick”. The more she suckled the more her Mommy’s words became true. The more she suckled the more Milk she took in and soon her belly began to bulge. The more and more Twists believed in her Mommy’s words, the bigger her belly became.

“I think your full little one.” Mommy said removing her tit from her mouth. “Tick, Tack, Tick” of the metronome stopped. Twist belly bulge and she could only think of what Mommy had said. Mommy looked her in the eyes and smiled at her. “Now little one look into my eye,” Mommy’s eyes were now glowing prettily, pretty words slowly pour out of her mother’s eyes into her eyes. Her mother’s voice became even more important and prettier. “You are my little foal, you are no longer Twist you are now… Ah, Fancy Stockings. Yes, Fancy Stockings and when you go to sleep that is who you will be now and forever. My little filly, willing to help your Mommy out as my little Fancy Stocking. Now go to sleep for your Mommy and when you wake up, Mommy will need your help.” Fancy Stockings only smiled and shut her eyes for an nap.

Twist ceased to be and Fancy Stockings was now in her place. Fleur was happy to have her new foal and could not wait to know her better.

Chapter 9; Intervention is Needed Immediately .

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.

It was morning and Fleur feeding her new foal in quiet contentment rocking back and forth with him as he suckled on a bottle of the foalmula. She hummed a soft lullaby to her foal as she rocked back and forth, the motion to reinforce suggestions she had put in her foal’s mind. This quiet moment she loved it, this is the second greatest thing about being a mother. This is so wonderful She thought to herself. Fleur knew that it was going to be a long day but she had to kept herself busy. Her Buttons was now asleep, napping in his crib, that is when she felt it again, the fear of silence of nothing. Fleur shook her head and cleared her mind. Don’t worry this is just a quiet point the little ones will alway need their rest and moments of silence are need to reconnect with friends and my beloved Fancy She reassured herself. The concern about yesterday was washed away. A soft knock came from the main door. Fleur watched a Mulberry mare step thought. “Is this a bad time?”

“Mrs. Cheerilee, oh, no. It’s a good time I put the little one down for a nap.”

“I wanted to go over the possible ‘candidates’.” She said that last part with a little discomfort.

“ What’s bothering you?” Fleur tilted her head a little. “Oh, you are having seconds thought about that aren't you.”

“Well, I know that I am in it deep because of my part in it I’m just as guilt in any thing you do. I also know that any of them will be my students or other foals from my own town.” Fleur watched her let out an exaggerated sigh.

“I see, I understand. You may leave at any time and none of this can be connected to you. You may think that you have to do this because you received your payment but you may leave at any time. Nothing will be held against you but I would like to ask you a question first. May I?”

Ms. Cheerily fidgeted a little. “Alright what is it?”

“Why did you need to alter Diamond Tiara? She seems very nice and a good filly.” Fleur asked.

“Because…” Ms. Cheerily stalled and then took a deep breath. “At one time she was a spoiled, rich, bratty little manipulator. She'd never worked a day in her life and couldn't fight her way out of a wet paper bag. But then one day she was given a chance to see a better way. She decided to be a good pony. So from than then on she was trying to become a better pony. Her mother, Spoiled Rich, is a downright gold digger, she want a daughter to help her climb the social ladder Diamond started to use her fortune to better the town, in many ways. Spoiled Rich did not like her doing it so…” She inhaled sharply and exhaled. “Spoiled Rich demanded that Diamond be disowned.While her father is spineless, he let his daughter and wife order him around, but he loves them both. He especially loved Diamond so instead of disowner her he disinherited her. He then left her in my care for the unforeseeable future, this would break her heart. I thought that with your help if I could have her forget about her former parents.”

“I see, well I hope with your help, I’ll take care of other foals that need a loving family, foals that could be in trouble or need help. Does that make you feel any better?”

“Somewhat, so now you must promise me one thing. This is the end, once I help you there well be no second time, this will be a one time deal.” Ms. Cheerilee stated.

“Agreed, I promise this will be the last.” Fleur said while crossing her hoof over her heart.

Ms. Cheerilee sighed and nodded. “OK, let’s start, I have four foals for you. Two I can set up for you and two that I think I am going to have to ask Diamond for help with. Two unicorn colts, one earthbound colt and one earthbound filly. I would suggest that we focus on the two unicorn colts. They both very powerful and are could be in serious trouble if not taken care of, but just know they have families and while they are good in many cases in others they are neglectful.” Fleur could see Cheerilee’s frustration

Fleur looked confused. “How can their families be both good and neglectful?”

“This needs some explanation.” She slid a set of photos to her, it was a picture of colts both were unflattering shaped. One colt a tan with a green bowl cut mane was tall with spindly legs. The other was a Teal-blue with a unkempt orange mane, he was quite plump and had round buck teeth.

I think I’ll use some of my hoof for them, just for even out those body shapes, Fleur thought to herself.

“This is Snail and Snips, both unicorns with very powerful talents. Snips can cut through anything with anything. I saw him cut through a inch thick rope with just is teeth, one clean cut, you can see how that could be dangerous. Snails can communicate with insects and have incredible control over his magical grip.” Fleur nodded in understanding now why she had brought these two to her attention but still she did not grasp the whole story so she remained silent so Cheerilee could finish. “The trouble comes from the fact that their families are ignorant of the fact their children are a lot more powerful than they seem, they do not take these ability seriously. They allow their children to be branded, ‘THE NEXT TOWN IDIOTS’. The two of them have a lot of potential and they lose it because there parents don’t understand.’

‘Snail’s parents and sister are weather Pegasus for Cloudsdale and Snail lives in an apartment in Ponyville, surrounded by bugs. As for Snips his parents are hair stylist and a barber but they don’t seem to understand that cutting is not just hair but anything, that includes magic.”

“I see, that could be dangerous I think I could help them out with that. Not too worry I can help them.” Fleur nodded to assure Ms. Cheerilee that she would help them. “So, they are to be the first we go after. So what are the other two?”

“That would be First Base.” She slid a photo to her. It was an orange-yellow colt with blue eyes. “Then there is Petunia Paleo.” Ms. Cheerilee slid another photo towards her, it was a filly with silver white mane and pale blue coat with violet eyes. Oh, that’s one would be perfect for me. Fleur mused.

“Both of these foals have families but once again they’re families are ignorant of what's really going on with them.” Ms. Cheerilee explained.

“How so?” Fleur asked.

“First Base, he lives in an apartment alone. His brother is a guard that works in the Frozen North so he is not around too longs. As for Petunia Paleo, her parents do not understand her Cutie Mark and her talents.” Ms. Cheerilee showed her another picture, a close up of her Cutie Mark. It was a pile of bones, but they were not pony.

“They are ponysaurs bones. So she’s a future archaeologist or a paleontologist.” Fleur mused.

“Exactly, her parents think it’s about being a pirate.” Ms. Cheerilee sighed.

“I see, well I think we’ll start with Snips and Snails. Does that sound good to you?” Fleur asked.

“Yes, I’ll have them ready for you mid-morning. Just go to the park area that touch the school and they will be sitting on a secluded bench so nopony can see you.” Ms. Cheerilee explained.

“OK I will see you then.” Fleur cheered and became happy at the thought of the two new foals.

Fleur was dress in another disguise and had a special stroller to carry her two new little ones in. She had learned that carrying one was heavy so she knew that she could not carry both. I need to work out some more. She thought to herself. She gently played with the enchanted crystal it wasn’t like the toy she used when she first used. No, when you added magic to this gem it would let loose an unnatural sparkle, it would be good enough for today’s use.

“Hay, Snips…?” The first unicorn asked in a slow and gap like manner.

“Yeah, Snails?” The other answered slowly.

“Why do you think Ms. Cheerily asked us to sit hear?”

“Don’t know, want to go play?”

Fleur knew that she had to act now or lose he new foals. She parked the stroller a just out of view she removed a couple of bags and placed them on her back. Fleur had gone to the trouble of purchasing a new stroller because it would have been less noticeable than an older antic one. The same goes for most of her bags just plain and ordinary, even her own design was ordinary. Fleur then pulled the the crystal from her bag and tested it a bit. She trotted over to them cautiously but purposely she she tried not to scare them, if she could. But judging by the way they were still sitting there and not reacting to anything around them. I have to make sure they’ll be well educated. She thought.

“Hello, what are you doing?” Fleur asked softly. The two foals looked at her with quizzical bewilderment.

“Nah, we don’t know.” The one called Snails answered.

“Yeah we were just going to go play.” Snips continued.
It was definitely a quiet place for her to do her work. Fleur smiled and knew that there was an opening for her to start her work.“Well, I do have something fun if you're interested?” They both nodded so she floated the crystal over, close to them. As the gem rotated and sparkle as Fleur slowly drifted the stone between the two of them. “Yes, isn’t it pretty, look the light makes such an amazing design.” Fleur mused to them softly.
Snails was already drooling on himself while Snips only nodded. I did not know if their reactions is just part of her inductions or whether they were really just that dim, but either way iI think I can use this either way. “Tell me, my little foals what’s your names?” Fleur asked softly at both dazed colts.

“Dah, eh” Snails made what sounded like an agreeing sound. Wow I think he is really out of it! Didn’t expect that, I guess I just have to push ahead.

“I’m Snips..., he’s Snails” Snips struggled to say.

“Really,” She cooed at them. “I think that’s good, you were so nice to answer for your little friend my little colt.” Fleur continued to sway spinning gem from side to side. She let the quite hang the air for a while. She watched them swaying, Snail’s eyes were glassy while Snips was trying to keep his eyes opens. Soothingly Fleur stroked Snails and then Snips but neither reacted negatively. Good they are ready for the next step Fleur smiled in worldly to herself. “Your such a set of little colts aren’t you… It's a little uncomfortable isn’t? Would you two want to be more comfortable? Hum?”

“Dha…” Was Snails’ response as drool slithered down his mouth.

“Ye...s” Snips answered eyes still fixed on the crystal.

“I can do that, no problem.” Fleur told them softly with a smiled at their reactions and pulled from a bag a couple of big puffy diapers. With her magic she lifted one colt and wrapped him in a diaper and just as easily repeated the process. The two colts slumped down on the bench, sliding down like they had no energy to sit up on there own. Both Snips and Snail gave a slight smile, but then became slack again. “Now, how does that feel? It feels good doesn’t it? Doesn’t it feel good being wrapped in in those big puffy diapers?”

“Dha…” Snails said.

“Ye...ah” Snips added.

“Good, Good, you feel so good in those big puffy diaper,” Fleur walked up to the two of them and slowly she slowly started to stroke both Snips and Snails manes “Then you just forget all your worries and caries, became like a book full of blank pages. A set of blank books that will be ready for me to write in.” Fleur slowly walked over to them, she slowly started to stroke their stomachs, Fleur hummed softly continued her work on the two colts. “Doesn't that feel so good? Pretend that every stroke your mind is becoming empty, now let's count shall we?’

‘One, all those nasty unneeded memory just fading away becoming blank. Two, the more blank you become the happier you become. Three, the happier you become the more comfortable you become in your big puffy diapers. Four, the more comfortable you become in your big puffy diapers the more you like being little foals. Five, the more you like being little foals the more you like being my little foals.” Fleur slow down and counted for colts. “One... Two… Three… Four… Five… why don’t we count together?” Fleur mused. Slow Fleur counted to count, but as she counted she did not move to the next number until the colts counted the number themselves.

“One…, Two…, Three…, Fourr…, Fivee…” Snips struggled complete.

Snails did not say anything but. “Dah.”
Fleur slowly stopped counting letting them count all alone until she interrupted them “Good, good, my Little Snips, my Little Snail Trails.” She cooed and wrapped a little magic around the two colts diapers. Fleur watched as the two slump further down on the bench. There diapered bottoms seemed to stick even higher in the air now. “Now listen to my voice, count and the more you count the more you become my happy, loving, diaper wearing foals. Now lets count, One…, Two…, Three…, Four…, Five…” Fleur lead them of a little bit longer until she let them, or rather Snips continue. Fleur put the crystal away, she did not need it any more.

“Little ones, I have a question for you… Who are you little ones?”

“Dah, I’m a happy, blank, diaper loving, foal.” Fleur was surprised that Snails answer rivulets of drool still coming down his mouth. She turned her head slightly to face him.

"Who’s foal are you?” She cooed while still stroking them softly but increased the magic surrounding their diapers.

“Dah, your’s mommy…” Yet another line of drool came down.

“Good, good, my little Snips, my little Snail Trail, you love your mommy don’t you? You love her so much, don’t you? You’ll do anything to prove that love won’t you? Then all you must do to prove you love your mommy and that you are my loving little foals. It is simple, mess your diapers. Can you do that?” She watched them both acknowledge what she said and both of them struggle so she knew they were trying to do so. Fleur smiled and added more magic to their diapers. “That’s it you are so close. Just a little more and it will be all done. You’ll be my little foals forever.” She cooed softly. The two of them continued to fidget, grunt, groan and moan. Their diapers began to bulge and distort

“Almost there…” Fleur watched as the two colts eyes rolled back into their heads. As the two flopped back further on the bench Fleur watched Snails smile while Snips mouth gaped open. Fleur stopped the magic and her stroking of their stomachs.

“Make poopy…” Snails moaned.

Fleur smirked at her foal cuteness of her new foals. She added the magic spell she used before to her eyes. As she spoke to Snails “Don’t worry My little Snail Trail, mommy will change you both and when we get back home. After you have a little meal and a nap you can play till your hearts content with the rest of your family.” Fleur then looked as Snips, making sure he could look her in the eyes. “You too my little Snips you’ll get to play with your bothers and sisters after your meal and a nap,” She then made sure that both could see her. “Just be a little quiet for Mommy and when all's said and done, and you wake up from your naps you will be Mommy’s little foals, you will belong to me forever. Doesn't that sound nice? Just be quiet for Mommy for a little bit.”
The two nodded and together said. “Ye...s, Mo...mmmy.”

Fleur smiled and changed their diapers and placed them in the carriage. Carefully she trotted away from the scene with none the wiser, she hoped.

The sun was in it’s noon time position and Fleur was quiet contentment rocking back and forth, giving he foals the personal time they needed. All of them time with her as they suckled on bottles of the foalmula. She hummed each of them a soft lullaby as she rocked back and forth, the motion to reinforce suggestions she had put in her foal’s minds. This quiet moment she loved it, this is the second greatest thing about being a mother. This is so wonderful She thought to herself. The concern about yesterday was washed away.

“Madam.” Haypenny said softly.

“Yes, Haypenny?” She asked just as softly.

“There has been some complications, the twins can not get the audio components for their Fantaiscreen to work properly but they have, without permission, hire a couple of sound engineers to help them with this.”

“Is there any pony that can help with it here or do we have to send for some pony form Canterlot?”

“I believe that we have found a set of ponies here that could help…” Before Haypenny could finish A white unicorn with a streaked, electric blue mane sitting onto of her head dashed into the cart. The white unicorn had a set of violet sunglasses, covering her eyes but, Fleur could clearly see that she had deep red eyes. Red eye’s? White Fur? So that means she’s either deaf or mute Fleur thought.

She sign to her. “Hello, can I help you?”

The unicorn started to sign with her hooves. “The brothers said you had some foals. They said you were here with them.”
Fleur blinked and cursed the twins for their loose lips. “Yes, but aren't you…”

“Don’t worry I know that you used that equipment to ‘have them’. Don’t worry I understand about the strict adoption standards of Equestria.”

“Vinyl did she say it’s OK for us to see the foals?” A new voice asked. It was from a gray earthbound mare, she inched into the room her mane was pitch black. “I promise we’ll be quiet.”

“Yes, please come in they're all asleep though.” Fleur answered. Still stunned Fleur let the other pony into the nursery the earthbound trotted in followed by the unicorn. They move past her to the set of cribs.

“They are just the cutest are they not, Vinyl.” The earthbound told the unicorn. There was silence for a moment, the unicorn named Vinyl did not even sign anything.

“Yes, that would be good, do you think she would like to help us with our problem?” Then the Earthbound turned around. “Miss, thank you for letting us help you with this. You see I am Octavia Philharmonica and my partner is Vinyl scratch.” She pointed at the white unicorn. “My partner and I have been trying to start a family since our respective professions. Unfortunately do to some of Vinyl’s younger indiscretions she was blacklisted.”

“That’s ashamed.” Fleur was no longer concerned about her own secret because now her sympathy for them was growing.

“Yes, Vinyl and I knew something was not right. We did not grow up in this town so we noticed things much better than the locals. Like how the Mayor is now married to the town drunk and a foal disappeared from the town and no one cares. We figured it had to be somepony at work. But you do know that as soon as a blood test is administered the authorities will know what you did.”

“No, no they will not because I have a formula that will take care of it, I call it the Foalmula.”

“Flim and Flam thought they would be gaining a hoof up on you, but instead you now gain two new allies. It is a simple matter to improve their device Vinyl know a telepathy spell and with it their machine will work much better. All we ask for is our own foal. Agreed?”

“Agreed.” Fleur said with a smile. “Heypenny please call inform Ms. Cheerilee that I would like her help with the other two candidates that we talked about.”

“Yes ma'am, at once.” He bowed and left the mares to their work.

“Shall we start?

Vinyl signed to her. “Let’s begin, first less is to clear your thoughts...”

For the rest of the afternoon Fleur studied with Vinyl for as long as she could. That was until Haypenny stepped into the nursery. “Madam, they are back with the foal so I believe it’s time to start.”

Some time later when her brief training was finished she had Ms. Cheerily enact the plan to bring the two foals to her train.

“Ma’dam the foals are on their way now.” Haypenny informed her.

Fleur smiled and clapped her hooves together. “Oh, that’s so good, to the twins train.” Fleur instructed them. They made their way to the Twins train and entered the control booth. Diamond did just what she was supposed to do as she helped lead the foals into the Train. They examined the foals as the two hesitantly came on the train. Just like Cheerily had said the filly had a sky pule coat with a mane of dark blue streaked with a lighter blue, she had violet eyes. The colt had a sandy yellow coat, with a slicked back blue mane

“Bone cutie mark, should be a challenge.” Octavia observed. “Ours have a home base and base ball bat, I do wonder what it means?” Octavia added.

“I wonder what they mean? Skull and bones.” Flim asked

“Helping them find out is half the fun my dears.” Fleur commented cheerfully.
Diamond had done her work and got them to follow her deep inside the train. Diamond then quickly ducked out leaving the two foals alone. Now in the sound chamber, they looked around nervously and tried the door. They looked around again anywhere for a way out, Fleur felt bad for them being scared but they weren’t going to be scared for too long. The twins turned on the machine the screen blinked on, the foals turned to the screen. It all started with one gentle color, and slowly shifted to another, then slowly shifted to another. During the shifting the patterns slowly melded into it. Fleur could see that them starting to fall under the effects of the the twins’ device. The twins flipped a few more switches and a slight ripple slid into the effects, this cause her to move closer in and took a seat on the bench. The foal’s attention was now on the screen, Fleur knew it was time for the next step.

Fleur looked at Vinyl Scratch and Octavia asked them. “Which one do you want?”

“The Earthbound colt,” Octavia told her. “You will have the foalmula ready for us to use right?”

“Of course, now let's begin,” She looked over at the fellow white unicorn, who only replied with a hoofs up.

Fleur lowered to a gem, she recalled the telepathy spell Vinyl had been training her to do. Fleur lowered to a gem, she recalled the telepathy spell she had been training her to do. She let her magic flow into the gem, with it also her thoughts.

“Hello, little one,” Fleur started. “What is your name?”

“Pe… Petunia Pa… Paleo...” The little foal struggled to say.

Good she’s already having problem with vocalization this device is amazing. “That’s a sweet name, Now Petunia Paleo, why don’t I call you Petunia for now?”

The filly nodded. “OK.”

“Good, Petunia, just watch the pretty colors. Just watch the screen’s dancing color, let it slowly dance in your mind. Let the dancing just take away all your thoughts, now let's count your breathing. Just take some deep breaths, in, one… two… three… out, one… two… three…,” She emphasized each step. “Good, good, with each deep breath in and out you feel yourself becoming more relaxed and calm. The more relaxed you are the more calm you become. Do you feel it?”

“Ye...Yeahs.” Petunia said.

“Good,” Fleur smiled. “Feeling so relaxed and calm, it’s getting hard to think being so relaxed and calm isn’t?” Petunia nodded her head slowly

“Good, Good, why not give up thinking? Why not let me do the thinking for you?”
Petunia mouth slowly open but she said nothing but stared at the screen glassy eyed. Fleur smiled and continued the spell. She motioned to the twins to start the next part of the plan, the twins flipped some switches. A picture of a mother pony nursing her foal appeared, then slowly faded into the background. Then a picture of a diaper appeared, it too slowly faded away into the background. A third picture appeared of a foal drinking from a bottle, then it faded into the background. The sequence started again and Fleur prepared to start her part again.

“Good, Good, let go of all your thought, let me tell you what you think and know whatever I tell you is true.”

Fleur watched a Petunia only nodded, she started to sway a little as a little. Fleur continued to let the spell flow, This is going faster than I’ve ever done. Now for the next step. “Good, Good, little Petunia. You like being a good little foal don’t you..” Petunia only nodded very slightly, oh so very slightly.

“Good, Good, you're being such a good little foal. Petunia just listen to me and let these word be your truth, There is a lot to being a good little foal;

Good little foals, love their mommies,

Good little foals, love their puffy diapers,

Good little foals, love being little foals,

These are the keys to being a good little foal, to being my good little foal. With these words let all other thought go, let them leak out, let them go ”

The twins made the images work faster and faster. She move to another crystal and recorded the mantra separately on repeat. Fleur examined the foal, Petunia’s mouth was wide open and her eyes were vacantly staring at the screen. She used her magic to summon a big puffy diaper onto Petunia. When we use this for other foals I have to make the message a little different. She went back to the main stone. “Little Petunia, listen to me,you love me, you love your puffy diapers, you are my little foal.”

“Ye...s, Mo...mmy.” She replied.

“You love the feel of that big poofy diaper on you, don’t you?”

She fidgeted a little. “Ye...s Mo...mmy.”

This made Fleur smile. “Little Petunia, your mommy loves you so much and you love your mommy too. You want to prove you love to your mommy, don’t you.”

“Ye...ss, Mo..mmy.” Petunia nodded.

“Good, good. Now Little Petunia, prove that you love your mommy, let go and mess your diapers.”

“Mess her diapers?” Flam asked both confused and a little disgust in his voice.

“Mess her diapers?” Octavia a little confused.

Fleur looked at her employee, she knew she did not need to answer but she did. “It’s meant to show me if they have been completely reprogrammed, or they just need a little more time to set them in the right mindset. You see regressing them to a young age to were their own mind will do all the rewriting for you, no muss, no fuss. Now it’s time for the final part of this.”

She looked at Vinyl and Octavia’s colt, his mouth was open, drool coming out of his mouth, his eyes filled with patterns from the screen. He nodded vacantly every few moments, like he was agreeing with what he heard. Fleur looked back at her foal, Petunia had not mess her diapers yet, but the vacant look in her eyes told Fleur time was the only factor. Fleur knew she need to give her a little push. “Little Petunia let your thoughts leak out, let it all go. Let everything go, slip into your little foal hood, being my foal,” Calmly she started to chant softly. “Let go, let it flow, let everything go.”

“Let go? Let flow?” Petunia questioned.

“That’s right, Little Petunia. Let go, let it all go, any and all thoughts. Let it flow, let it all flow out. Become my little foal.” Fleur prompted her. Within a few minutes she watched Petunia fidget. There we go. Fleur thought, she picked up a pair of protective goggles. Fleur was soon in front of Petunia and she could see a stain in the front of her diaper, this made Fleur smile.

“Come little Petunia, time for a diaper change and something to eat You like that my little foal wouldn’t you?”

“Yess... mommy.” She answered blankly.

“Good, good,” She picked up Petunia and carried her out of the booth, Fleur carefully placed her on the changing table. “Now lets me get you a nice bottle, maybe some milk with A Cutting of Mane.” She gave Petunia a bottle of milk and as the foal slurped at it, Fleur changed the soiled diaper. Would have liked to give her a little help with this using my magic. She thought to herself. Still, it all turned out very well.She watched as her new foal drank down all her milk. She thought about it a little . “May be just a little…” and with a little magic and spells focused through her eyes. “Little Petunia, look into my eyes and listen.”

Little Petunia shifted her gaze up to her looking her in the eyes. The foal’s eyes flashed with a the same light, it caught the foal’s attention. “Now listen to me, drink all your milk, then take a little nap when you wake up you will be my foal. Do you understand?”

Petunia nodded in response and continued to drink. She looked over at Octavia and Vinyl were already enjoying their new foal they had diapered and was feeding him. little earth bound greedily sucked on the bottle with a blank expression.

“We'll be heading out of town for a while, just until our new little colt is acclimated to his new family.” Octavia explained.

“Good idea, while I’ll be keeping my little foals like that for a while, the process should only take a few weeks a month at best.” Fleur instructed them.

“Oh, don’t worry we’re going right away. Vinyl and I are going to move to Manehatten for a while. Just long enough to make a cover story for the ponies of ponyville,” Vinyl nodded at Octavia. “We both thank you greatly for what you have done for us and hope that our contribution will help you complete your search.” Fleur watched Vinyl cast the finishing touch, the same spell Fleur used for her foals. But of course she would she had taught it to Vinyl to help her.

“Thank you for your help, good luck and I wish you all the best.” Fleur wished them farewell and she took her new Little Petunia back to the nursery car. Little Buttons was playing ball with Little Snails and Little Snip. They noticed Fleur enter with Petunia, the three ran over to Fleur with a smiles on their faces.

“Whos that mommy?” Buttons asked her.

“Yeah, Mommy?” Snips and Snails added together.
She motioned for them to be quiet and after she tucked her Little Petunia into her crib Fleur turned around and activated the spell around her eyes. “She’s your little sister, you love your little sister, and you’ll be a good big brothers. Isn’t that right?” The spell took them even quicker this time as her little foals only nodded absently.

“Yes mommy, we love our little sister.” They all replied vacantly.

“That’s so good my little foals.” Fleur nodded and let them go back to paying. I thinks I’ll try a Pegasus next. Fleur wondered to herself.

Author's Note

Yes I know that I should have talk about Fancy Pants, but I got an idea from this picture,

It was made by EvilFrenzy from Devient Art
I also decided to merge it to the existing chapter 8, but I did make a lot of changes so that I can clean up some problems I had.