Into the Woods: My Little Pony Edition

by Joeyjambo122

Rating: teen
Tags: Drama, Apple Bloom, My Little Pony: Friendship is Magic, Princess Cadance, Comedy, Romance, Fluttershy, Spike, Adventure, Shining Armor, Crossover
Length: 12933

The story of a childless baker and his wife... retold with MLP characters...

Once upon time... There lived a childless baker and his wife, a carefree young dragon, a hungry little filly, a royal guard, a kind Pegasus, and an ugly witch that all lived near the edge of the woods. An adventure shall take place like no other.

Based on the Disney adaption of the musical.

Published 2016-11-11 23:30:01 UTC
Last updated 2017-09-29 13:48:14 UTC

Prologue

(Narrator)

Once upon time in a far-off kingdom, there lay a small village at the edge of the woods...

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A yellow Pegasus mare with a long pink mane and tail with three pink butterfly's for a cutie mark wearing old rags floated around picking various buckets and scrubbing the floors of her family's mansion with a contemplative look on her face.

(Fluttershy)
I wish...

(Narrator)
And in this village,

(Fluttershy)
More than anything...

(Narrator)
Lived a kind young Mare,

(Fluttershy)
More than life...
More than jewels...

(Narrator)
A carefree young dragon...

The next scene shows a young purple dragon with green eyes, spines, and underbelly, wearing a dirty white short sleeve shirt and a worn out brown vest covering it, leading a pure white cow toward a disheveled old house.

(Spike)
I wish...
More than life...

An orange Pegasus in Royal Guard armor and a cutie mark of a blue shield with a lighting bolt on it walked down the road to the village to visit an old friend.

(Narrator)
A young guard...

(Flash Sentry)
I Wish...
There was more to life...

(Narrator)
And a childless baker...

The next scene shows a small building and it's occupants, a white unicorn stallion with a multi blue colored mane and tale with a cutie mark of a blue shield with a pink starburst on it wearing a white apron and a pink Alicorn with a pink, purple, and yellow mane and tale and a crystal heart for a cutie mark.

(Shining Armor and Cadence)
I wish...

(Narrator)
And his wife.

(Shining Armor)
More than anything...

(Cadence)
More than the moon...
I wish...

(Fluttershy)
The King is giving a Festival. She sang as she scrubbed the floors of the kitchen.

(Flash Sentry)
There's got to be more...

(Shining and Cadence)
More than life...

The dragon led the cow into the house and began to try to milk it.

(Spike)
I wish...

(Flash Sentry)
I wish to know...

(Fluttershy)
I wish to go to the Festival...

(Shining and Cadence)
More than riches...

(Fluttershy)
And the ball...

(Spike)
I just wish my cow would give us some milk.

(Fluttershy and Cadence)
More than anything...

(Shining Armor)
I wish we had a child...

(Spike)
Please pal...

(Cadence)
I want a child...

(Spike)
Squeeze pal...

(Fluttershy)
I wish to go the Festival...

(Spike)
I wish you'd give us some milk or even cheese...
I wish...

(Shining and Cadence)
I wish we might have a child.

(All)
I wish...

An older brown mare and two younger mares, one purple with a yellow mane and the other a green mare with a red mane, about her age walked into the kitchen.

"You wish to go to the festival?" The stepmother asked.

(Narrator)
The poor Mare's parents had died,

(Stepmother)
You, Fluttershy, The Festival?
You wish to go the festival?

(Violet)
What, you Fluttershy, the Festival?
The Festival!?

(Thorn Rose)
What, you wish to go the Festival?

(All three)
The Festival?
The King's Festival!? They mockingly laughed at her.

(Narrator)
And now she lived with her stepmother

(Stepmother)
"The Festival... HA!"

(Narrator)
With two daughters of her own.

(Violet)
Look at your mane!

(Thorn Rose)
Look at your dress!

(Stepmother)
Ponies would laugh at you-

(All Three and Fluttershy)
But nevertheless, I/you still wish to go to the festival and dance before the prince!

(Narrator)
All three were beautiful of face, but vile and black of heart.

They laughed mockingly as they left the room and though Fluttershy tried to not let their hurtful words get to her, a single tear formed from her eye.

(Narrator)
The young dragon's father was away and his mother...

An older pink Dragoness with purple spines wearing a dirty apron was busy doing some laundry with a grumpy look on her face and there appeared to be what looked like a big lump in her stomach.

(Ornate)
I wish...

(Narrator)
...was at her wits end.

(Ornate)
I wish my son were not a fool.
I wish my house was not a mess.
I wish the cow was full of milk.
I wish the walls were full of gold-
I wish a lot of things.

Ornate walked into the house and hers widened at the sight of the their cow in the living room.

"Spike, what in Celestia's name are you doing with the cow in the house?" Ornate grumpily asked.

Spike flinched at the tone in his mother's voice. "Oh, hey mom... I just thought if I could get Milky-White someplace warm, he might have a better chance at producing milk..." He hesitantly explained.

Ornate rubbed a claw down her the side of her head in exasperation. "It's a she! Honestly, how many times do I have to tell you that only shes can give milk?" She stepped out to clear her head as her son reluctantly returned to trying milk the cow.

Outside, Ornate sighed to herself before looking down at the bulge in her stomach and lovingly rubbed it. "Hopefully you'll be less odd than your big brother." She said lovingly to the lump.

(Narrator)
And then there was a hungry little filly
who always wore a red cape and a pink bow in her mane...

Back at the bakery, a yellow filly with a red mane with a pink bow in it wearing a red cape came walking in. "Howdy Ms. Baker!" She greeted enthusiastically.

Behind the counter, Cadence smiled as the filly trotted in, her husband having gone in back to get some more bread. "Hello young filly, my husband Shining Armor is the baker and I'm his wife Cadence, and who might you be?" She asked a small smile.

The filly picked up a cookie as she introduced herself. "Ahm Applebloom." She said with a smile.

"Miss Applebloom, you know you have to pay for that cookie right?" Shining stated as he reentered the room with the bread floating in his magic.

Cadence rolled her eyes. "Oh, don't mind him, he stayed up a little late last night and is still a little grumpy right now. So what are you here for today?" She asked turning back to Applebloom.

(Applebloom)
Ah wish.
It's not for me,
It's for mah Granny in the woods.
A loaf of bread, please,
To bring mah poor old hungry
Granny in the woods...
Just a loaf of bread,

She stuffed the cookie in her mouth.

please...

The stepmother and her daughters walked back into the kitchen, the stepmother carrying a bowl.

"Fluttershy, if you can pick up all the lentils scattered in the fireplace, and finish all your chores in time, I will let you attend the ball with us." The stepmother explained.

Her eyes widening in surprise and shock, Fluttershy stuttered. "Re-really?"

Stepmother nodded and gestured to her daughters to follow her, one of them mockingly saying, 'good luck.'

Fluttershy immediately began filling the bowl with the lentils scattered around the fire place when white rabbit hopped up next to her. Fluttershy sighed in defeat. "Oh Angel... how am I going to gather all the lintels and finish all my chores in time for the ball?" She lamenated to the rabbit. Angel scowled and squeaked a couple times at her.

Fluttershy gasped in realization "Of course! That's a great idea Angel!" She then cleared her throat.

(Fluttershy)
Come, little friends,
Down from the eaves
And the leaves,
Over fields, through the forests,
Out of castles and ponds...
Ahhhhh...

(Spike)
Now squeeze pal...

As she sung, various small animals like birds, squirrels, mice ferrets and small animals of all sorts came running down the road past Ornate and Spike's house, much to the mother and son's confusion when they looked out the window when they heard the singing.

The animals entered the mansion through the doors and chimney and gathered around the fireplace. Fluttershy cleared her throat again.

(Fluttershy)
Quick, little friends,
Flick through the ashes.
Pick and peck and scratch, but swiftly sift through the ashes.
Into the bowl...

Outside the house, Spike was riding on top of Milky-White and aiming his self made slingshot at a can on top of a couple of stacked boxes. "Steady... aim... fire!" He launched pebble at the can and knocked it down. "Yes! Bullseye!"

Ornate walked out a few moments later. "Spike, listen to me well. I need you to go the next village and sell Milky-White on the market."

Spike's eyes widened in horror. "What!? But mom! He's my friend and the best cow in the world! We can't just sell him!" He desperately pleaded.

Ornate gave him a look that told him she was about to go into lecture mode. "Was! SHE has been dry for weeks now, and with no food or money and with your father away trying to find food, which have no choice but to sell her." She angrily lectured.

"But he's not-"

"Look at her!" She demanded.

(Ornate)
There are bugs on her dugs.
There are flies in her eyes.
There's a lump on her rump big enough to be a hump!

"Yeah but-"

(Ornate)
We've no time to sit and dither,
While her wither's wither with her-
And no one keeps a cow for a friend!

She sighed as she look at her son. "Sometimes I worry about what goes on in that little head of yours. Come on, let's get you ready for the trip." She stated as she lead inside.

Back at the bakery, Applebloom picked up the loaf of bread for her grandmother, as well as several sweets, much to Shining's chargin.

(Applebloom)
Into the woods, it's time to go,
Ah hate to leave, Ah have to, though.
Into the woods-It's time, and so
Ah must begin my journey. Into the woods and through the trees
To where Ah am expected, ma'am,
Into the woods to Grandmother's house...

She stuffed a cookie in mouth and she sung the last with her mouth full.

(Applebloom)
Into the woods to Grandmother's house...

Cadence chuckled a little before asking. "Now are you absolutely sure you know the way?"

Applebloom began grabbing several treats and they slowly piled in her forelegs along with the loaf of bread.

(Applebloom)
The way is clear,
The light is good,
Ah have no fear,
Nor no one should.
The woods are just trees,
The trees are just wood.
Ah sort of hate to ask it,
But do you have a basket?

Cadence smiled. "As a matter of fact, we do. Hold on..." She went to grab one from the nearby shelf.

Shining frowned a little. "I hope your planning on buying all those sweets." He grumbled.

"Oh, quiet you." She shushed her husband before handing the basket to Applebloom, who immediately began filling it with the loaf and sweets. "Now, don't stray off the path and be late, alright?" Applebloom nodded.

"And make sure some of those sweets actually make it to granny's with you, alright?" Shining quipped.

Applebloom nodded and quickly grabbed another cookie and skipped through the door. "He-hey!" Shining called back to her, but was quickly stopped by his wife.

"Leave it Shiny..." She whispered trying to calm her fickle husband.

"But that filly's a little thief!" He protested.

Applebloom skipped past a familiar orange pegasus in guard armor and down the path through a small graveyard.

(Applebloom)
Into the woods and down the dell,
The path is straight, Ah know it well.
Into the woods, and who can tell
What's waiting on the journey?
Into the woods to bring some bread
To Granny who is sick in bed.
Never can tell what lies ahead,
For all that Ah know, she's already dead.

Shaking her head at the odd thought, she continued merrily down the way.

(Applebloom)
But into the woods,
Into the woods,
Into the woods
To Grandmother's house
And home before dark!

Back at the mansion, Fluttershy, Angel, and the other small animals had just finished filling the bowl with all the lentels scattered in the ash.

"Fluttershy!" The stepsister's called.

Fluttershy flinched a little, but managed to compose herself before clearing her throat.

(Fluttershy)
Go friend's
back to the woods...
back to the eaves
And the leaves
And the fields
And the-

(Violet)
Hurry up and do my mane, Fluttershy!
Are you really wearing that?

(Thorn Rose)
Here, I found a little tear, Fluttershy!
Can't you hide it with a hat?

Shouted both Stepsister's, barging in the room just as Angel hid behind a potted plant

Fluttershy took a deep breath and composed a smile.

(Fluttershy)
You look beautiful.

"I know."

"She means me."

"No, she didn't."

Fluttershy got up on small stand and twisted the back of Thorn's mane into a ponytail.

(Fluttershy)
Mother said be good,
Father said be nice,
That was always their advice.
So be nice, Fluttershy,
Good, Fluttershy,
Nice good good nice-

"Tighter!" Thorn demanded. Fluttershy grew frustrated as this carried on.

(Fluttershy)
What's the good of being good
If everypony is blind
Always leaving you behind?
Never mind, Fluttershy,
Kind Fluttershy-
Nice good nice kind good nice-

"OW! Not that tight! Clod!" Thorn angrily exclaimed before slapping Fluttershy in the face, causing her to fall to the floor with a hoof shake mark on her cheek, the stepsister's laughing at her expense.

Flash walked to the door of the bakery and knocked. "Hey Shining! Did you get your head stuck in the bread pantry again?" He joked as the door opened to his foalhood friend's smiling face.

Shining chuckled as Flash entered the bakery. "At least it's better than getting my head stuck in a pipe." He said with a smirk, causing Flash's smile to turn into a frown. "I was six..." He grumbled.

Shining chuckled again. "So what brings you around the old village?" He asked.

"I have a few months worth of day off time saved up, so I decided to take the month off to see how you and the wife are doing." He explained.

"We're doing just fine Flash. But it's good see you again." Cadence greeted she began putting everything away. "We were just closing for the day anyway." Cadence's smile vanished though. Flash had a feeling about what was wrong.

He turned Shining, who had a sad look on his face. "So... how's the uh... baby, situation going?" He asked nervously.

His friend shook his head slowly. "No luck."

Before anything more could be said, somepony banged the door of the bakery three times, catching the ponies inside attention.

"Sorry, but if your looking to buy something, your going to have to wait till tommorow when we're open!" Cadence called.

Flash looked out the window and eyes widened in shock at who pony outside was. "Oh Faust... it's the witch who lives next door to you two." Before the other two could react, the door was blown right off it's hinges, allowing an ugly dark grey unicorn mare with dark blue mane with grey highlights walked in, wearing a black robe.

Despite what just happened, Cadence managed clear her throat to say. "Sorry ma'am, but we don't have any bread left."

The Witch scoffed. "Sorry, but I don't want your bread."

Flash, his guard instincts kicking in, stepped forward. "Then what do you wish?"

The Witch chuckled. "Oh, it's not what I wish, it's what they wish." She then looked at Cadence.

"Nothing cooking in that belly of yours, is there?" Cadence gave a small gasp at the Witch's blunt words. "And there will never be... Unless you do exactly as I say." She proceed to walk to the middle of the room. "In three days' time, a Blue Moon will appear, only then can the curse be undone." She explained.

"What curse?" Cadence asked.

"Why, the one I placed on this house of course." She stated.

"What are you talking about?" Shining asked, starting to get a little agitated.

"In the past, when you were no more than a foal, your father brought his young wife and you to this cottage." The Witch explained. "They were a lovely couple, but not lovely neighbors." She said with some disdain. "You see, your mother was with child and she developed an unusual appetite and she admired my beautiful garden, and she told your father that what she wanted, more than anything in the world was..."

(Witch)
Greens, greens, nothing but greens:
Parsley, peppers, cabbages and celery.
Asparagus and watercress and
Fiddleferns and lettuce-!
He said, "All right,"
But it wasn't, quite,
'Cause I caught him
In the autumn
In my garden one night!

A flashback showed a dark blue stallion with saddle bags climbing over the wall into the Witch's garden and immediately began picking the various veggies, being observed by a younger, more beautiful, but angry Witch.

He was robbing me,
Raping me,
Rooting through my rutabaga,
Raiding my arugula
And ripping up the rampion
My champion! My favorite!-
I should have laid a spell on him right there-!

"I could have turned him into stone or a dog or a chair..." She ended with a weezing laugh before clearing her throat and coninued.

(Witch)
But I let him have the rampion, I had lots to spare.

In return, however,
I said, "Fair is fair:
You can let me have the baby
That your wife will bear, and we'll call it square."

"I... I had a brother?" Shining choked out.

"No... but you had a sister. She's a beautiful thing, purple fur and mane and a horn like yours." She explained.

Shining scowled. "Where is she?" He said with venom in his voice.

The Witch smirked. "She's mine now! and you'll never find her!" Both Flash and Cadence put their hooves on Shining's shoulders to keep him from attacking the Witch.

"Small price to pay for what else your father stole from me. It cost me my youth, my beauty. My mother warned me she would punish me with the curse of ugliness if I ever lost any of them." She explained angrily.

"Lost what?" Flash asked.

"The beans!"

"Beans?" They all said confused.

(Witch)
The special beans!
I'd let him go, I didn't know,
He'd stolen my beans!

I was watching him crawl back over the wall,
When bang! Crash!
The lightning flash!

The flashback showed the stallion secretly grabbing some beans from a vine and putting them in his saddlebags without the Witch noticing. He began crawling over the wall, When thunder flashed and he watched the Witch suddenly turn horribly ug-

Well, that's another story-
Never mind.
Anyway, at last the big day came,
And I made my claim.
"Oh, don't take away the baby,"
They shrieked and screeched, but I did, and I hid her where she'll never be reached.
Your father cried and your mother died,
When for extra measure-
I admit it was a pleasure-
I said, "Sorry, I'm still not mollified."
And I laid a little spell on them-

And she pointed a hoof at Shining. "You, too, son. That your family tree would always be a barren one..."

Cadence broke down crying when the Witch finished, her husband quickly comforting her while Flash glared at the Witch. "How could you do something so awful?"

Shining turned back to her, giving her a glare that could pierce daggers. "Yeah, why?"

The Witch continued unaffected. "And when your mother died, your father deserted you. Your father was no father - so why should you be?" She asked with an unreadable face.

Shining sighed and returned to comforting his wife. "I'm so sorry Cadence... I'm so sorry..."

The Witch continued.

(Witch)
Now there's no more fuss
And there's no more scenes
And my garden thrives-
You should see my nectarines!
But I'm telling you the same
I tell kings and queens:
Don't ever never ever mess around with my greens!

She flicked mane dramatically.

Especially the beans.

Back at the home of the dragons, Ornate was preparing Spike for the trip.

"So, remind me why we have to go to the next town?" He grumped, still mad that he had to sell his cow.

Ornate rolled her eyes. "Because everypony in the village knows our cow hasn't had a drip of milk in weeks."

"Isn't that cheating?" He asked with a raised brow.

"We're starving Spike. And your father would be lucky if he found any gems in those abandon mines. Now, you're not to accept less than a hundred bits for her." She looked at Spike's bored exspression "Are you listening to me?" He grumbled 'yes'

Unsatisfied with the answer, she asked. "Then how many bits are you too ask for?"

Spike sighed. "No more than one-"

She pulled his ear fin. "Less!"

"Less than one hundred bits! Okay, I get it!" He exclaimed.

She let go his ear, satisfied.

(Ornate)
Into the woods, the time is now,
We have to live, I don't care how.
Into the woods to sell the cow,
You must begin the journey!
Straight through the woods and don't delay,
We have to face the marketplace.
Into the woods to journey's end-

Spike walked the front gates of his disheveled front yard.

(Spike)
Into the woods to sell a friend... He grumbled.

As soon as Cadence calmed down, the Witch spoke up again.

(Witch)
You wish to have the curse reversed?
I'll need a certain potion first. Go to the wood and bring me back:

One: the cow as white as milk,

Two: the cape as red as blood,

Three: the hair as yellow as corn,

Four: the slippers as green as grass.

Bring me these before the chime of midnight in three days' time,
'Tis then the blue moon reappears, which comes but once each hundred years.
Bring them and I guarantee,
A child as perfect as child can be...

Hope was brought back into Shining and Cadence's eyes at what was said.

"Go to the Wood!" She exclaimed vanishing in a swirling cloud of dust to the ponies bewilderment.

In front of the mansion, the three mares began to file out. "Ladies. Our carriage awaits."

Fluttershy came out of the house carrying the bowl of lentels.

(Fluttershy)
Now may I go to the festival?

(Stepmother)
The festival? Darling, your mane!
Darling, those clothes!
Lentils are one thing, but
Darling, with those,
You'd make us the fools of the festival and mortify the Prince!

Fluttershy stuttered. "Bu-But the Festival lasts three nights. Surely you could let me go one those nights?

The Stepmother scoffed. "The King is trying to find his son a wife - not a scullery maid! We must be gone!" She entered the carriage with her daughters. "Go!" She commanded the coach stallion, who ran through the gates of the mansion.

Fluttershy looked glumly as they departed.

(Fluttershy)
I wish...

Back at the bakery, Flash was helping Shining to prepare for his journey into the wood when Cadence walked in carrying some worn out dark blue saddlebags with crescent moon and stars. "I found these old saddle bags in the closet." She explained.

Shining scowled when he recognized them. "I'm not taking those things Cadence." He levitated the saddle bags in his magic tossed them to the ground. "They were my father's and you heard what the Witch said. It's his fault that this whole mess started and I want nothing to do with him." He went to go get his own saddlebags when Cadence noticed six beans had fallen out of the thrown saddle bags.

"Beans?" Flash noted when Cadence levitated the beans up.

"These must be the beans Shining's father stole from the Witch. We'll take them with us!" She exclaimed.

"We?" Shining piped as he trotted back in, carrying his light blue saddle bags with his cutie mark on them.

Flash approached him. "Yes, we. Shining, we've played in those woods ever since we were kids, your like the brother I never had and your task would be much easier if all three of us were to go." He explained.

Shining shook his head. "No, I'm afraid this is something I have have to do own and it's dangerous out there especially for Cadence."

Cadence got up at this. "But we can help you!" She demanded, causing Shining to turn to her.

"Sorry you two, but no." He denied.

(Shining Armor)
The spell is on my house.
Only I can lift the spell,
The spell is on my house-

(Cadence)
No, no, the spell is on our house.
We must lift the spell together,
The spell is on our house!

Shining shook his head again. "Now, what I am supposed to return with again?" He asked, earning a face hoof from Flash.

"You seriously don't remember? 'Sigh' Okay..."

(Flash)
The cow as white as milk,
The cape as red as blood,
The hair as yellow as corn,
The slippers as green as grass.

(Shining Armor)
The cow as white as milk,
The cape as red as blood,
The hair as yellow as corn,
The slippers as green as grass...

Back at the mansion, Fluttershy looked depressingly at the ground.

(Fluttershy)
I still wish to go to the festival,
But how am I ever to get to the festival?

She perked up when an idea popped in her head.

(Fluttershy)
I know - I'll visit Mother's grave,
The grave at the willow tree,
And tell her I just want to go to the King's festival...

She spread her wings took off in the direction of the woods.

Shining exited the bakery, Cadence and Flash following him.

(Shining and Fluttershy)
Into the woods, It's time to go,
It may be all in vain, you/I know.
Into the woods-but even so,
I have to take the journey.

(Cadence)
Into the woods,
The path is straight,
You know it well,

(Flash)
But who can tell?

She quickly leaned toward Flash and whispered. "Follow him.." He nodded in response. She then gave Shining a quick kiss on the lips.

(Cadence)
Into the Woods to lift the spell-

Fluttershy flew through the woods.

(Fluttershy)
Into the Woods to visit mother-

Ornate called to Spike, who was halfway down the road.

(Ornate)
Into the Woods to sell the cow-!

(Spike)
-To get the money!

(Fluttershy)
To go to the Festival.

(Flash Sentry)
Into the Woods to help a friend!
He sang as he flew into the wood.

Applebloom skipped merrily into the grove like entrance of the Wood.

(Applebloom)
Into the Woods to Grandmother's house!
Into the Woods to Grandmother's house!

(Shining, Fluttershy, Spike, Applebloom, Flash)
The way is clear,
The light is good.
I have no fear,
Nor no one should.
The woods are just trees,
The trees are just wood.
No need to be afraid there-

(Shining Armor)
There's something in the glade there...

They all briefly looked worried but shrugged it off.

Ornate walked back down the road to her house when she saw the carriage Fluttershy's step family riding in coming down the way. Despite the low opinion civilized dragons had for the high class Nobles, (due to living in poverty) Ornate still respectfully bowed as they passed... only to get splattered with mud as they came by.

Wiping the mud off her, she glared at the departing carriage. "Typical Nobles..." The egg inside her kicked. "Oof... sounds like you agree with me sweetheart." She muttered, smiling lovingly at the lump.

(All)
Into the woods without delay,
But careful not to lose the way.
Into the woods, who knows what may
Be lurking on the journey?
Into the woods to get the thing
That makes it worth the journeying.

(Fluttershy's Step Family)
Into the Woods to see the king-

(Spike)
To sell the cow-

(Flash)
To find the items-

(Shining Armor)
-To make the potion-

(All)
To see-
To sell-
To get-
To find
To bring-
To make-
To lift-
To go to the festival-!
Into the woods!
Into the woods!
Into the woods,
Then out of the woods,
And home before dark!

Author's Note

As you can tell from the inclusion of Flash Sentry and few other things, there will be a quite few things different here and there. My first musical story, hope you guys like it.

By the way, do you guys want me to keep putting instrumental versions of the songs or the characters from the movie actually singing with lyrics showing in the video.

Hello Little Filly...

(Narrator)

Deep within the woods, Fluttershy had planted a branch at the grave of her mother. And she visited there so often, and wept so much, that her tears watered it until it had become a magnificent tree.

Fluttershy sat at the base of the green willow tree, her front hooves close to heart.

(Fluttershy)
I wish...

An older yellow mare with a red mane appeared in the middle branches of the tree and said. "What is it that you wish, child?"

(Fluttershy's Mother)
Do you know what you wish?
Are you certain what you wish
Is what you want?
If you know what you want,
Then make a wish-
Ask the tree,
And you shall have your wish.

Hundreds of leaves lying on the ground suddenly swarmed Fluttershy, slowly changing her raggedy clothes into a beautiful green dress with slippers as green as grass.

Fluttershy looked at herself and smiled softly, a small tear coming down her cheek. "Thank you mother..." She muttered before flying off in the direction of the palace.

"Darn it... I knew I should have taken that left turn at Alberhoofy..." Spike grumbled to himself as he and Milky-White wandered through the forest, utterly lost.

An older dark blue stallion with a messy, darker blue mane, scruffy beard, dressed in rags suddenly approached him, somewhat spooking him due to the stallions disheveled appearance. "Hello Spike!" The stallion gleefully greeted.

"Uh... how did you know my name and who are you?" He asked a little wierded by the strange pony in front of him.

The pony cleared his throat. "When first I appear, I seem mysterious. When explained, I am not so serious." He stated.

"That... doesn't really answer my question..." Spike said wearily as the stranger began examining his cow.

"Taking your cow to market?" He asked curiously.

That's right sir, no less than a hundred bits." He confirmed. The stranger scoffed in amusement.

"Ha! You'd be lucky to trade this cow for a bag of beans." Spike scowled and was about to say something when stranger interrupted him. "So tell me... why such a hefty price for an old cow?"

Spike was a little confused by the question. "Uh... well, my mom said we need food and told me sell my cow... I just wish he would give some milk again because he's my best friend in the whole." He hesitantly explained.

The Stranger's face suddenly turned serious. "Tell me... would you trade away the life of a new sibling for the cow if given the choice?" The question caught Spike completely off guard.

"I uh... don't have any siblings..." He answered hesitantly. The Stranger looked at him quizzically. "Are you sure? Things might not always be what they appear be from a first glance."

Spike tilted his head. "Uh... what?" The Stranger rubbed his temples in annoyance. "This kid can't possibly be this thick. Just answer the question..."

Spike shrugged his shoulders in confusion at the Stranger's frustrated face and answered. "I guses I would pick my new brother or sister if I actually had one, even though I do want one..." He muttered quietly under his breath, something the Stranger heard just barely.

"What was that?" Spike muttered nothing. The Stranger nodded. "Well then, I must be off. Farewell!" He then took off in the opposite direction of Spike and Milky-White.

Spike stared where the stranger had run off before simply shaking his head and walked off down another direction, leading Milky-White along. "Come on pal, let's get out of here before another weirdo shows up."

Applebloom skipped marilly down the path toward her Granny Smith's house, unaware she was being watched by a pony shaped grey wolf with sharp teeth, who licked his lips at the sight of the yellow filly.

He quickly jumped in front of Applebloom, startling her. "Good day little filly." He greeted.

Applebloom regained her composure and hesitantly greeted back. "Howdy Mr. Wolf..."

He looked at her basket. "What pray tell is in that basket of yours?" He asked politely.

"Oh uh... just a loaf of bread for mah sick granny." She explained a little hesitantly.

The wolf licked his lips at the mention of bread. "And where does your granny live?" He asked.

"She lives a few miles down the path, at the base of an old oak tree." She turned to walk around him. "See ya Mr. Wolf!" She called as she continued trotting down the path. The Wolf snarled as he watched the filly go down the path.

(Wolf)
Look at that flesh
Yellow and plump.
Hello, little filly...
Tender and fresh,
Not one lump.
Hello, little filly...
This one's especially lush,
Delicious...

He licked his lips again before jumping in Applebloom's path again.

(Wolf)
Hello, little filly,
What's your rush?
You're missing all the flowers.
The sun won't set for hours,
Take your time.

Applebloom tried to ignore him.

(Applebloom)
Applejack said
"Straight ahead,"
Not to delay
Or be misled

The Wolf grabbed her basket and began to twirl around, keeping Applebloom from getting it.

(Wolf)
But slow, little filly,
Hark! and hush-
The birds are singing sweetly.
You'll miss the birds completely,
You're travelling so fleetly.

Applebloom managed to grab her basket and continued on her way.

(Wolf)
Grandmother first,
Then miss plump...
What a delectable couple.
Utter perfection:
One brittle, one supple--

One moment, my dear--

He jumped in her path again, much to her annoyance.

(Applebloom)
Big Mac said
"Come what may,
Follow the path
And never stray."

The Wolf immediately grabbed her leg and twirled her around.

(Wolf)
Just so, little filly--
Any path.
So many worth exploring.
Just one wouldn't be so boring.
And look what you're ignoring...

He twirled her toward a small flower grove and she exclaimed 'Wow!' And immediately began picking the various flowers.

(Wolf)
Thing of those crisp, aging bones
Then something fresh on the palate.
Think of that scrumptious carnality
Twice in one day...
There's no possible way
To describe what you feel
When you're talking to your meal!

He licked his lips before picking a flower and showed it to Applebloom. "For granny." Applebloom gingerly accepted it.

(Applebloom)
Big Mac and Applejack said
Not to stray.
Still, Ah suppose,
A small delay--
Granny might like a fresh bouquet...

She walked back down the path and waved to wolf goodbye.

"Goodbye little filly, and hello..." He jumped into a rock and howled at the top of his lungs.

Shining wandered as he searched for the items required for the potion. Passing through a leafy area, he noticed Applebloom picking flowers in small grove, having stepped off the path again. Shining paticulary eyed the cape she wore. The Witch suddenly came down hanging down from a tree, startling him. "What are you waiting for!? Get the cape!" She demanded.

Shining glared at her. "I can't just take a cape from a filly! Why don't you take it!?" He shouted back.

She came down from the tree. "Because I can't touch any of the items! It's part of the rules! Why do think I asked you to do it!?" They suddenly heard heavenly singing in the distance. The Witch groaned in frustration. "Just get me what I need!" She shouted before leaves surrounded her and she disappeared.

Shining looked at Applebloom and sighed at what he had to do. He approached and greeted her. "Well fancy meeting you here miss Applebloom." He said with a strained smile.

She turned toward him when's she heard the voice. "Oh, howdy Mr. Armor. Fancy meeting you here too."

"Yeah I know. Still have all the sweets for granny?" He asked.

"Ah ate them all?" She confessed with a blush.

"Right... so tell me, where did you get that lovely red cape?" He asked politely.

"Granny Smith knitted it for me." She informed.

"Well, I would like to have one for myself." He said through strained chuckles.

Applebloom raised a brow. "No offense, but you would look pretty odd."

Shining gave her an extremely strained laugh. "Yeah, odd! Ha ha ha ha!" Applebloom laughing awkwardly with him. Shining immediately grabbed the cape to Applebloom's surprise and they began a fierce tug of war.

"No! It's mine!" She shouted. Shining managed to win the surprisingly tough tug of war and ran off as fast as he could, leaving Applebloom to scream for a solid seven seconds before he eventually came back out of guilt.

"It's okay, it's!" He exclaimed, putting the cape back on the filly, calming her down. "I... was just seeing how much you love cape..." He hesitantly explained. "Now you better get on your way to granny's and be careful of wolves, you hear?" All he received was a scowl.

"Better a wolf than you!" She angrily shouted before his right front shin with her back legs, receiving a shout of pain from the stallion, before galloping off down the path once again.

Shining rubbed his sore leg. "Why did she have to be an Earth pony..." He grumbled. "How am I supposed to get the items if I can't take a cape from a filly without feeling horrible..." He shook his head clear of these doubt filled thoughts.

He got back up again ad muttered to himself. "Now then, better make sure I know the names of the items. Okay now, was it the cow as green as grass-?"

"-As white as milk!" A startling familiar voice frustratingly shouted. He turned to find Cadence emerging from a bush behind him.

"Cadence? What the hay are you doing here? I thought told to stay home." Cadence shook her head.

"Me and Flash both wanted to help and I wasn't just gonna sit on my flank the entire time either." She explained. Shining sighed in frustration.

"Cadence, I appreciate that but I can do this by myself." Cadence rubbed her temples in annoyance.

"You just listed the Cow as green as grass!" She shouted.

"Then what color is the cow-?" A gasp cut him off. Cadence pointed behind him. Turning around, he saw Spike walking down the path leading a cow- "-As white as Milk..." He finished.

Cadence pushed him forward. "Well go on!" She whispered and both approached the baby dragon.

"Good day lad!" Shining greeted, getting Spike's attention.

"Oh hello... sir, ma'am" He greeted back when he saw them approach.

"Right... what brings into the middle of the woods with a cow?" Cadence gestured to the cow.

"Oh... well, I was heading to the next village to sell my cow, but I think I'm lost." He explained with a somewhat somber tone.

While they noticed his tone, they silently decided leave it be for no. Shining cleared his throat and asked. "So how much are you selling her for?"

Spike straightened himself at the question and answered. "No less than a hundred bits sir."

Both were taken aback by the steep price. "Why so much for one cow? Is she very generous of milk?" Cadence asked, trying to get some answers.

"Yes very generous of milk ma'am-"

"Cadence."

"Mrs. Cadence, you see civilized dragons, like me and my parents, kinda live in poverty, and my dad is always away, searching for gems we can eat. He's usually gone for months at a time and, not that I'm mad about it. My mom of course sent me to sell the cow but...."

He stopped and looked contemplative before continuing. "Can I be completely honest for a second?" They nodded. He took a deep breath. "My mom's been extra grumpy, snappish, and stressed these past few months and and she has morning sickness and I'm starting to think she's been hoarding food, because her belly has been getting larger and larger over the past twelve months. She dodges my question every time I ask." He sat down on a tree trunk. "I know she's keeping something from me and dad, I just wish she just tell us." He sighed very heavily.

Cadence sat down next to him. "What's your name?" She asked.

He wiped his eye's of any tears that might have formed in them. "Spike..."

"I'm sure if you just try talking to your mother, you may find there might a different reason for her behavior and condition." She suggested, earning a doubtful look from Spike.

"Yeah? Like what?" He questionly grumped.

Shining approached him. "I'm afraid that's something only a parent should discuss with you. So, a hundred bit's for the cow huh?" It was a very poor attempt at changing the subject, he took it anyway.

"That's right Mr..."

"Shining Armor."

"...Mr. Armor, no less than a hundred bits." He reaffirmed.

"If you wouldn't mind, me and Cadence need to discuss your price real fast." Spike shrugged in response.

They walked a little distance away from the dragon. "Where are we supposed to get a hundred bits?" He asked in a whisper.

"What do you have on you?" She asked. Shining pulled out the six beans his father had stolen.

"All I have are these beans." He whispered. Cadence eyes widened as an idea popped in her head.

"Oh, we most certainly can't just sell our beans." She said in a weird, a look of confusion shared between both Shining and Spike.
"Well, if you feel we must, we'll sell them." She lightly shoved him toward Spike.

Spike looked extremely doubtful. "Beans for my cow? Is this some kind of a joke?"

Cadence quickly shook her head. "No no! Thsee aren't ordinary beans. They're magic!" This only made Spike raise his suspicion.

"Oh really? What kind of magic?" He asked skeptically.

"Uh... a magic that defies description. Five are worth at least twenty bits each" Shining said with a strained smile. Spike tap his clawed foot in thought. They obviously really desperate to buy Milky-White, but beans would take months to grow and he was pretty sure they weren't magic like they just said... but what if they were telling the truth and they are magic? And there was one question he had for them.

"Could I buy my cow back someday?"

They couple looked at each other then back at him. "Uh... sure, maybe." That was all he needed.

He sighed heavily. "Alright... you have a deal..." Cadence handed him five of the six beans and kept the last one to herself.

Handing the rope to Cadence, he turned his attention back to Milky-White, tears forming in the corners of his eyes. He hugged tightly, whispering. "I'll buy you back someday... I promise..." The sentence didn't go unheard of, causing both Shining and Cadence to become reluctant to take the cow. Before anything else could be said, Spike ran off in tears back in the direction of his home.

Shining frowned at Cadence. "Cadence, how do we even know those beans are even magic?"

Cadence simply grabbed the rope that was around the cows neck. "That would have been better than what anypony would have payed him for this cow. At least this way, his family would have some food. Especially since he's going to be big brother soon." She tried to justify.

Shining sighed as he looked to the ground. "I'm not even sure I'm cut out to start a family." Now this made her eyes widen in shock.

"Why would you think that!?" She questioned.

"Because of my father..." He muttered.

She gave him a kiss on the cheek. "Your not him."

Shining sighed heavily. "I'm not even sure of myself to raise a child."

Cadence looked him straight in the eye. "Please... if you can't do this for yourself, than can you please do it for me?" She pleaded

Shining nodded slowly. "Fine, but you have to promise to take the cow home and stay there and that extends to Flash when I see him and I will find the rest of the items on my own!" He nearly yelled.

Cadence gave a disapproving look before sighing in defeat and trotted down the path to the village with none a word. Shining watched her for a moment before deciding to try and get the cape from Applebloom again and trotted down the path she went down.

(Narrator)

Meanwhile, Flash flew over the woods in search of the items to help his friend when came upon a mysterious sight.

"Okay, what is that Witch doing out here?" He mumbled to himself as he silently followed the Witch through the thick woods, thankful he had decided to leave his armor back at the bakery. The Witch suddenly stopped in front of a large thorn brush that looked impossible to pass and he was unable to fly over it due to the very thick pine trees covering the opening to the sky.

"Open Sesame!" She shouted, and to Flash's surprise, the Thorn brush opened into a hidden grove with a small cottage inside. The Witch entered, the entrance closing behind her before Flash could follow, but not before catching a glimpse of something purple in the cottage's doorway. "Looks I'll have to wait until that Witch leaves." He quickly flew into the branches of the pines above and hid inside some of thicker brushes.

Applebloom eventually managed to her granny's cottage at the base of the oak tree, but suddenly stopped.

(Narrator)
Though Applebloom had approached her granny's cottage with an eager bound, she became worried when she saw the entrance opened ajar.

"Why do Ah feel so uneasy? It's probably all the sweets." She mumbled to herself as she entered the cottage. "Granny Smith? It's me! Are you here?" She called.

"In here deary... " A voice that sounded like it was trying to hard to sound feminine, called from the bed. She looked and saw what looked her Granny laying in the bed.

She approached the bed, still a little cautious. "Gosh granny... what big ears ya got..." She pointed out uncomfortably.

"The better to hear you with, my dear..." 'Granny' said smiling, showing very sharp teeth.

Applebloom screamed in terror.

(Narrator)

And in one fell swoop, the Wolf swallowed the filly whole. Well... it was a full day of eating for both.

Shining had heard the filly scream as he approached the cottage, wielding a sharp knife he had packed in his magic. He entered the cottage to find a wolf dressed in old lady clothing with a bulging belly laying in the bed. He noticed a shred of red cloth dangling from the wolf's mouth and he heard muffled cries for help coming from the beasts stomach.

Gulping about what he was to do, he raised the knife in his magic and threw it down right on the wolf's stomach.

A very skinny adult purple dragon with green spines was walking the path to his home, a big bag that was half full draped over his back. Spyro had never fancied himself the greatest gemfinder, but he was barely lucky that he was able to find the gems he had in the bag. "This is barely enough to keep us going for a few months. Seven months, only to find this much in those empty mines." He complained to himself.

His growling stomach had tempted him to eat some of the gems he found, but cared less about himself and more about his family. He missed his own son's hatching because he was looking for food just to feed son and his wife. Not he was complaining about Spike's birth making hit harder for them to eat. His son and wife were the two lights of his miserable life and he was hardly ever home. "Some father and husband I am..."

His musings were cut short when heard the dying howl of a wolf resonating through the woods. "Whatever that was, I hope someone put it out of it's misery fast." He looked and saw that evening was slowing coming. "It's going to get dark soon, I better set up camp and head home when dawn breaks."

Shining Armor burst out of the cottage panting heavily. "I can't believe I actually just did that..." He mumbled in disbelief.

Applebloom ran out after him, Granny Smith standing outside the door with a cowl on her face. "Ain't ya gonna help us skin that beast!?" She shouted, to which Shining quickly refused.

"Than what in blazes kinda hunter a you!?" She angrily shouted.

"I'm a baker..." He grumbled before continuing back down the path.

"Wait a minute Mr. Armor! Ah never thanked you!" Applebloom exclaimed as she ran toward him while granny reentered the cottage.

"Well... you should have been more careful." He calmly lectured.

"Your right.. Ah should have known better known better."

(Applebloom)
Big Mac and Applejack said,
"Straight ahead"
Not to delay
Or be misled...

Ah should have heeded
their advice...
But he seemed so nice.

And he showed me things,
Many beautiful things,
That Ah hadn't thought to explore.

They were off my path,
So Ah never had dared.
Ah had been so careful
Ah never had cared.

And he made me feel excited-
Well, excited and scared.

When he said, "Come in!"
With that sickening grin,
How could Ah know what was in store?

Once his teeth were bared,
Though, Ah really got scared-
Well, excited and scared...

But he drew me close
And he swallowed me down,
Down a dark slimy path
Where lie secrets that Ah never want to know,

And when everything familiar
Seemed to disappear forever,
At the end of the path
Was Granny once again.

So we lay in the dark
Until you came and set us free,
And you brought us to the light,
And we're back at the start.

She said, putting a hoof on Shining's.

(Applebloom)
And Ah know things now,
Many valuable things,
That Ah hadn't known before:

Do not put your faith
In a cape and bow
They will not protect you
The way that they should

And take extra care with strangers-
Even flowers have their dangers.
And though scary is exciting,
Nice is different than good.

Applebloom thought for a moment before taking off her cape and handed to Shining, to his shock. "Are you really...?"

Applebloom nodded. "Yep, maybe granny will make me a new out the skins of that wolf!" She sad excitedly.

"You... you have no idea how much this helps me... thank you!" He gave her a quick peck on the cheek, much to her disgust and immediately dashed down the path. Despite that gross kiss, she couldn't help but smile as she watched the stallion happily run down the path.

She turned and walked back to the cottage.

(Applebloom)
Now Ah know:
Don't be scared.
Granny is right,
Just be prepared.
Isn't it nice to know a lot?
And a little bit not...

Author's Note

I went through several names for Spike's father in this story before I eventually settled with Spyro.

There are Giants in the Sky!

Author's Note

Please read before continuing!

I added a character from the movie who appeared more often in the original play and decided to have give a much bigger role. He is the Stranger who suddenly appears to greet the main characters out of nowhere and sometimes asks them a question.

I added him in the last chapter and will be appearing from now on.

For those of you who saw the original stage play on youtube or other sources, I ask that they not spoil the Stranger's identity.

There are Giants in the Sky!

The drakes home, at this moment, was anything but peaceful right now.

"BEANS!? YOU TRADED AWAY OUR COW FOR BEANS!?" Spike could feel his ear drums ringing at his angry mother's voice.

"Bu-but they're magic! The pony couple said so!" He attempted to defend himself, only to be pulled by the ear fin into the house by his furious mother.

"Oh, get your head out of the clouds!" She angrily shouted again before throwing the five beans into a clear part of their yard, neither dragon noticing them flash orange the moment they hit the ground.

Once inside the house, Spike's own anger eventually boiled over and grabbed his mother's claw and forcibly took it off his ear fin, much to her mild surprise. "Why are you getting mad at me when I should be the one being mad at you!" He shouted with a scowl.

Ornate went wide eyed at the sudden accusation.

"You've been moody, snappish, and angry for what feels like no reason for the past twelve months and I've been getting the worst of it for almost the entire time. I know you've been keeping secrets from me and dad and I want to know why!" His anger becoming worst. "Do you not trust me or something!? Are you hoarding food!?"

"Ho-how could you say something like that!?" She yelled back.

He pointed at the lump in her stomach. "Do you really think I'm dumb enough to not notice your stomach's been getting bigger these past eight months? So how about you just fess up already and tell me what's going on!?"

"Spike... go to your room, your grounded for the rest of the week..." She said deathly calm.

Spike however was unfazed and furiously marched to his room and shouted. "I hate you! I wish you never my mom!"

"... Well, sometimes I wish the same thing..." She shot back coldly, and Spike slammed his door in response.

Ornate sat on the old couch in the living room, the adrenaline from the argument finally leaving her, a wave a guilt suddenly taking it's place, making her realize what she said in her hormone driven anger, until she finally let her tears drop and slowly wept to sleep, Spike doing the same thing in his bed as he cried in his pillow.

Both were so distracted from their sadness, neither noticed a beanstalk growing from the ground at an alarming pace.

Spyro had set up a small camp for the night, with a green fire roasting in the middle. His stomach protested loudly for not eating the past few months trying to conserve food for his family. He suddenly a chill run down his spine, as if something happened at home that he should have stopped. He quickly tried to dismiss the feeling as hunger messing with his head.

His sharp ears picked up the sound of hooves and turned and saw Cadence walking down the road with, to his surprise, their family cow, Milky-White. "Pardon me miss, but I think that's my cow your walking with..." He called to the mare, startling her a little.

Cadence turn toward the dragon, his colors strikingly similar to the baby dragon who sold her the cow. "Uh... probably, are you by chance related the the baby dragon who sold me the cow?" Spyro tapped his chin for a moment.

"Depends, did you catch his name?" He asked back.

"Spike, I believe."

Spyro's eyes briefly widened before he chuckled softly. "Well, what do you know... never thought Ornate would be able covince him to sell the cow. So how much did you give him for old Milky-White?" He asked as he walked to the cow and gently petted it, the cow letting the familiar claw massage her head.

Cadence chuckled sheepishly. "Five magic beans..."

Spyro raised his brow. "Beans? Seriously?"

Cadence blushed. "In me and my husband's defense, he did tried to sell it to us for a hundred bits..." She attempted defend.

He shook his head and sat back down on the log. Cadence just then noticed the dragon's appearance. He looked like an adult version of Spike, with same shade of purple scales and green eyes and spines. Though he was clearly very muscular, he was a tad skinny, most likely attributing to the fact that he looked he hadn't eaten in a while and he was swaying back and forth a little.

Cadence became a little concerned. "Are you alright? You like you haven't eaten in a while..." She asked a little concerned.

Spyro turned back to her. "More like seven months of barely eating and drinking..." He muttered tiredly.

Cadence's eyes widen in shock. "My word! Nopony or dragon should go that long without food!" She dug into saddlebags and brought out some loaf of bread and cookies.

His own eyes widened when the products were unloaded in front of him on a picnic blanket Cadence laid down on the ground. "Oh no... I couldn't-" His stomach released a growl so loud, some of the animals actually stopped and looked at him, and when he heard giggling from Cadence, his cheeks turned red.

"Okay... maybe a few bites... 'growl' ... or several..." He immediately began into a feeding frenzy, devouring treat after treat and loaf after loaf, Cadence having been glad she found a lot of their stock still in the pantry and brought it along with her. A few minutes later, the dragon's stomach was bulging enough to be even with his muscles again.

He rubbed his stomach contently and let out a large belch. "I haven't eaten like that in years..." He mumbled. He sat himself up and extended a claw to Cadence. "Spyro's the name, and yours?"

She returned the gesture. "Cadence, it's very nice meet you Spyro." They let go. "So, what did you mean when you said you've barely eaten in seven months?" She was genuinely curious.

He picked a burlap sack in response and opened to show it was half filled with gems. "I was searching for food for my family in some abandoned mines some miners left behind and well... this was all I could find... some father and husband I am... I can't even find enough food for my family." He mumbled to himself. Cadence silently pushed some of the left over loaf and treats toward him.

"You take the rest of this for your family, my husband's the village baker, so it won't really matter to me." His eyes widened, followed by small tears.

"Thank you..."

Before Cadence could respond, the Stranger Spike met earlier that day suddenly greeted them. "Good evening Spyro and Cadence!" Startling them.

"Uh... evening to you sir?" Cadence hesitantly said back.

Spyro hesitantly sat back up. "How did you know our names?"

The Stranger straightened himself and said. "When first I appear I seem mysterious, when explained, I'm nothing serious."

Spyro tilted his head. "Uh... say that again?"

The Stranger facehooved. "This guy is as thick as his kid..." He muttered under his breath. He shook his head. "Never mind me. Let me ask you... is there another reason you've been leaving to find to find food for your family and why you leave so frequently?" Spyro was confused by the question.

"Uh... I wouldn't think so..." He responded.

"Well, when you figure it out, I hope you can find it in your heart to forgive yourself." He took off into the woods.

"Well... that was interesting..." Cadence commented as they stared in the direction ran off to.

A few hours earlier...
(Narrator)
Shortly after she had laid the curse on the family's home all those years ago, the Witch took the filly to a grove and hid her inside the cottage that stood inside and surrounded it with enchanted black thorns to keep intruders out and named her Twilight Sparkle.

The Witch in question had saddlebags filled with corn and new books. She knocked on the door of the cottage and it opened to reveal a purple unicorn with a darker purple mane and a pink highlight in it and starburst cutie mark similar to the six pointed star similar to the one on Shining Armor's cutie mark. "Oh! Hello mother! Your look very beautiful this evening." She complimented as she let the Witch inside.

They sat down on at the kitchen table and the Witch set the saddlebags down. "I brought you some new books and a freshly picked ear of corn from my garden." She took the items out of the bags and set them on the table, much to Twilight's delight.

An hour, the Witch left cottage and said the password to open the wall of thorns, and walked past the tree Flash hiding in.

When he knew for sure she was gone, Flash glided down from the tree and landed in front of the wall of thorns. "Okay... what was that password she used?" He though for a moment before his clicked. "Oh, that's right!" He cleared his throat.

"Open Sesame!" The command did it's job, and an area of thorn's cleared away, allowing him to walk through. He was mildly surprised when he discovered the small cottage in the clearing past the thorns. He slowly walked to the door and gingerly knocked on it.

Twilight heard the knocking and proceeded to open it. "Oh mother, your back alrea-" She froze immediately when she realized it wasn't her mother at the door, but an orange pegasus stallion with a blue slicked back mane. "Uh... hello-" She gasped in shocked and immediately slam the door right on his before he could finish and heard an audible 'OW!' outside the door.

Twilight could only breath in and out to calm herself. "Okay... there's an unknown pony outside my door... there's an unknown pony outside my house... and I just slammed the door in his face..."

She turned back to the and slowly, but cautiously opened it to Flash rubbing his muzzle in pain. "How is it that girls are able to hit so hard...? Uh... hello again..." He said when he noticed she opened the door.

She stood there silent for a minute. "Uh... sorry for slamming the door right in your face... literally. It's just... other than my mother, your the only pony I've ever met." She explained.

Flash rubbed his snout. "It's nothing... just pain." He attempted to joke and then held out a hoof. "Flash Sentry, royal guard, and you are...?"

Getting the gesture, she shook it. "My name is Twilight Sparkle and it's very nice to meet you Flash... um... would you like to come inside?" She asked cautiously.

Flash nodded and entered.

A few hours past into the night and was probably some of the best hours of their lives the duo ever had in their lives.They spent hours getting to know each other and talking about various topics and the outside world in Twilight's case. They talked of politics, the royal family, his duties as a royal guard, among an assortment of other topics as well.

It was nearing midnight and as Twilight kept talking on about a spell to teleport when Flash noticed the ear of corn on the table. Particulary the color. "Huh... that color of that ear of corn almost looks like... hair..." Flash put two and two together right as the clock struck midnight, causing Twilight to gasp.

"Oh no, it's midnight already!? You have to leave before the thorns seal up the for the rest of the night and you'll be stuck in here till morning!"

She quickly grabbed Flash's leg and practically dragged him out the door. "Wh...wait a minute!-" He attempted to protest, but was quickly ignored was pushed through the opening in the vines.

"Uh... how about I try and come back tomorrow!?" He tried ask as he was pushed out the other side. He unable to get an answer as the entrance sealed itself, blocking him from Twilight. He then tried saying the password several times before screaming in frustration.

(Narrator)

That night at the King's Festival, Fluttershy got her wish and the Prince, Blueblood, danced only with her. However, Blueblood turned around only for a moment and she was gone.

At the King's Palace Fluttershy ran as best as she could despite wearing a dress. She would prefer flying, but her dress severely hampered her flying ability. "After her!" She heard the Steward yell as she ran through the palace gates.

Blueblood arrived the top of the steps just in time to barely see her dress run into the wood. "I must make that maiden mine..." He mumbled to himself.

Fluttershy ran through the wood, eventually tripping right next Spyro and Cadence, surprising them. "Whoa! Where's the fire?" Spyro asked. Cadence was about to say something, but heard shouting in the distance.

"Don't tell them I'm here!" She exclaimed in a whispered tone and ran inside the tent Spyro set up. Prince Blueblood and the Steward came bursting through the forest, causing Cadence to look stunned and Spyro to scowl when they realized who it was.

"You two! Have you seen a lovely yellow pegasus run through here?" The prince asked.

"Uh...n..no your highness...." Cadence responded nervously.

"No." Spyro said flatly, something the Steward scowled at himself.

"I recommend using the proper tone in front of royalty you overgrown gecko." He threatened.

Spyro was unfazed by the threat. "Or what?" The Steward pointed at the tip of staff.

"Recognize the metal on the end of this staff?" He asked. Spyro squinted for a minute before his eyes widened in shock.

"Tr..triondite...?" He stuttered in horror.

The Steward smirked. "That's right, one of the few known metals that are capable of killing a dragon."

Blueblood rolled his eyes. "Steward! We have no time for your petty views on dragons. We must find the maiden I danced with tonight, this way!" He pointed in a random direction and galloped off, a tired Steward running after him.

Cadence stared in the prince's direction as he and the Steward disappeared into the darkness. "I... I never lied to royalty before... I've been anything to royalty..." She muttered in awe. This only got a scoff from Spyro who commented. "Don't get used to it." He turned back to the tent. "You can come out now." The timid pegasus peeked her head out.

When she stepped out, the pink Alicorn's eyes widened when she got a better look at Fluttershy's dress. "My word, what a beautiful gown." She complimented, causing Fluttershy to blush and stutter out a thank you. "I trust you came from the King's Festival?"

She nodded. "That's right. My name is Fluttershy."

"Nice to meet you, I'm Cadence and that dragon over there is Spyro." She pointed to Spyro who had raised an eyebrow when heard the name 'Fluttershy.'

"Fluttershy? As in, of the Shy family?" He asked curiously. She nodded. "There's something I have to ask... what to the Shy family? They used to care abut dragons like me and my family, what happened?" He asked, his eyes narrowing slightly.

Fluttershy looked down sadly. "My mother passed away... and my father remarried until he passed away too... and I became a servant of my own home...." She admitted softly.

Spyro's eyes widened. "Oh... sorry I asked..." An awkward silence passed till Cadence spoke up. "So, why would you run away from a prince?" Spyro rolled his eyes. Fluttershy blushed a little. "You must tell me what it was like." She asked. Spyro, not wanting to get in on the incoming girl talk, went into his tent to go to sleep.

"Well..." Fluttershy started.

(Fluttershy)
He's a very nice Prince...

"And...?"

And...
It's a very nice ball...

"And...?"

And...
When I entered they trumpeted

(Cadence)
And the Prince?

(Fluttershy)
Oh, the Prince...

(Cadence)
Yes the Prince!

They both giggled.

(Fluttershy)
Well... he's tall...

(Cadence)
Is that all?
Did you dance? Is he charming, they say that he's charming.

(Fluttershy)
We did nothing but dance...

"Yes, and?"

(Fluttershy)
And it made a nice change...

(Cadence)
No, the Prince

(Fluttershy)
Oh, the Prince...

(Cadence)
Yes, the Prince

They giggled again before Fluttershy continued.

(Fluttershy)
He has charm for a Prince, I guess...

"You guess?" The pink mare asked.

(Fluttershy)
I don't meet a wide range...
And it's all very strange...

Cadence stared at her. "But... why would you run away? Because I wouldn't run away frim a prnice if I was in your hooves... well slippers..." She noticed the color of the slippers the pegasus wore and her eyes widened. "...as Greentered as Grass..." the pegasus suddenly got up when she noticed the positioned of the moon.

"Oh dear! It's almost midnight! I need to get home before my stepfamily does!" She quickly dashed off in the direction of her home. "Wa...wait a minute! Come back, I need your shoes!" Cadence shouted in vain as Fluttershy disappeared into the darkness. To make matters worse, in the excitement, Milky-White began suddenly ran off, causing Cadence to chase after her in a panic.

Spyro briefly stuck his head out of the tent after the commotion started before shrugging and going back to sleep.

Break to reality...

On a big stage in the middle of Ponyville, which decorated with giant books and forest decorations all over the stage. Shining came out on stage as music began playing.

(Shining Armor)
One Midnight gone...

He walked off stage and the Stranger came next.

(The Stranger)
No Knot unties itself...

He walked off stage and the Witch followed after, wearing a black cloak.

(The Witch)
Sometimes the things you most wish for... are not to be touched...

Leaving the stage, Blueblood and a Blue unicorn with a blond mane came out on stage.

(Blueblood and Midnight)
The harder to get, the better to have...

Blueblood looked at his brother. "Agreed?"

Midnight nodded. "Agreed." They walked off and the stepsisters came next walking across the stage.

(Thorn)
Never wear mauve at a ball...

(Violet)
Or pink...

The Stepmother followed them.

(Stepmother)
Or open your mouth...

Spike came running excitedly on stage the moment she exited.

(Spike)
The difference between a cow and a bean
is a bean can begin an adventure!

He ran off stage followed shortly by Ornate who faced the audience.

(Ornate)
They say slotted spoons don't hold much soup...

She quickly chased after Spike. Applebloom skipped on stage and faced the audience.

(Applebloom)
The prettier the bloomin flower, the farther from the path...

She skipped off stage as Flash flew in.

(Flash Sentry)
Be wary of the thorns that block your goal...

He flew off as Spyro walked in with a sad look on his face.

(Spyro)
The farther the food, the farther your family...

Twilight's voice could be heard singing as the Witch walked in the background shouting: "One midnight gone!"

Granny Smith, the Steward, and Fluttershy all walked on staged.

(Granny Smith)
The mouth of a wolf's ain't the end of the world!

(The Steward)
A servant is not just a dog to a Prince...

(Fluttershy)
Opportunity is not a lengthy visitor...

Cadence walked on stage with disappointed look on her face.

(Cadence)
You may know what you need,
But to get what you want,
Better see that you keep what you have.

(All)
One Midnight, One Midnight!

Into the woods,
Into the woods,
Into the woods, then out of the woods
And home before dark!

The audience clapped at the performance.

The next morning, Ornate, who had fallen asleep crying on the couch after her argument with Spike, was stirred awake by something twitching the tip of her muzzle. She slowly opened her eyes to find a big leafy vine in front of her face. "What the...?" She got up as quickly as she could and ran outside, only to find enormous beanstalk growing into the sky above.

She began hyperventilating and she eventually passed out from shock and fell flat on her back. This happened right as a certain purple dragon came climbing down carrying a large sack with something jingling inside. Setting himself down on the ground, he looked at his unconscious mother laying on the ground in confusion. He shrugged and dropped three very large gold pieces on the ground next to her and ran off into the wood.

A few minutes later, Spike eventually finding Shining Armor dozing under a large tree. He quickly ran over calling him. "Mr. Armor! Mr. Armor!" The shouting eventually stirred him awake and sat up and saw Spike running toward him. "Good fortune! Good fortune sir! The beans you sold me were magic and I found eight gold pieces!" He excitedly explained.

Shining stood up and stared at the excited little dragon. "Where in the world did you find eight gold pieces?" He questioned. The dragon stood up on a large of the tree.

(Spike)
There are giants in the skyyyyyyyyyy!
There are big tall terrible giants in the skyyyyyyyyyyyy!

He tossed the bag of gold down at Shining's hooves and began climbing the tree.

When you're way up high and you look below
At the world you've left and the things you know,
Little more than a glance is enough to show
You just how small you arrrre...

When you're way up high and you're on your own
In a world like none that you've ever known,
Where the sky is lead and the earth is stone,
You're free to do
Whatever pleases you,
Exploring things you'd never dare
'Cause you don't care,
When suddenly there's a big tall terrible giant at the doooooor....

"A giant!?" Shining responded shocked. Spike nodded and continued.

A big tall terrible lady giant sweeping the floooooor...

He leaned against the tree with a small smile on his face.

And she gives you food
And she gives you rest,
And she draws you close
To her giant chest,
And you know things that you never knew before...

He sat back up.

Not till the sky!

Only just when you've made a friend and all,
And you know she's big but you don't feel small,
Someone bigger than her comes along the all
To swallow you for lunch!

He hugged himself with fear in his eyes.

And your heart is lead and your stomach stone
And you're really scared being all alone...
And it's then that you miss all the things you've known
And the world you've left and the little you own.

He jumped up.

The fun is done!
You steal what you can and run!
And you scramble down
And you look below,
And the world you know
Begins to grow: The roof, the house, and your mother at the door...

He looked from a high branch with longing look in his eyes.

The roof, the house, and the world you never thought to explore...

He sat down slowly.

And you think of all of the things you've seen,
And you wish that you could live in between,
And you're back again,
Only different than before...

He stood up again.

After the sky!

There are giants in the sky!
There are big tall terrible awesome scary
Wonderful giants in the sky....!

He jumped down from the tree root he was standing on and picked the big bag of gold pieces handed it to Shining. "There you go sir, five of the eight gold pieces." He looked around. "Where's Milky-White?" He asked.

Shining snapped back to attention after staring into the bag. "Oh uh... your cow is back home with my wife..." He answered hesitantly. Spike immediately grabbed his forelegs. "Well, let's go find them then!" The dragon then tried to drag him somewhere, the stallion was not budging.

Sweat went down Shining's head. "Uh...ah... I don't know if I wish to sell..." Spike immediately stopped and look back at him. "But didn't you say I could buy him back?" He asked.

Shining stuttered a little trying to come up with a reasonable answer before Spike suddenly said. "Are you saying you want more money?" The unicorns eyes widened. "Th...that's not what I-" He was quickly interrupted when Spike began running in the direction of his home. "It's alright! I'll just climb up the beanstalk again and find something more value!" He called as he disappeared into the thick wood, leaving Shining stunned before he levitated the bag of gold pieces the little dragon behind in front of him as a giddy grin crossed his muzzle.

"Five gold pieces... with this money... I could buy baking supplies for a year... re-shingle the roof... buy a new oven-" He was suddenly interrupted by the Stranger suddenly appeared him behind asking, "But could you buy yourself a child?" Shining immediately jumped in shock at seeing the old and raggedy clad stallion standing there. "Who are you!?" The baker exclaimed.

The Stranger rolled his eyes. "When first I appear, I'm seem delirious. When explained, I'm nothing serious. And I ask again, would you buy yourself a child?" He asked again, eyeing the pouch in Shining's pink magical aura. Shining was confused by the question. "I wouldn't think that I would do that..." The stallion hesitantly answered, receiving a nod from the raggedy stallion response. "I see..." He suddenly grabbed the bag of gold and proceeded to dodge a tackle from Shining.

"That's not yours!" The baker protested, only to receive a 'tsk from the dark blue stallion. "Neither is it yours or Spike's." He simply stated before he disappeared into the thick brush of the wood and before Shining could chase after him, came flying in calling his name. "Hey Shining!" Getting his friend's attention.