"So far, so good," Atchmon whispered to himself, trying to keep his fear under control, while the excitement of exploration spurred him on.

After several minutes, he made it to the end of the walkway in front of Carousel Boutique, before needing to take a breather behind the bushes; out of sight from any prying eyes.

He watched ponies from behind the hedges as they passed, keeping himself hidden, until feeling comfortable enough to continue. His movements were similar to how'd he track and hunt prey back in the forest, while also keeping himself undetectable in order to stay off the menu. Keeping his body low, and moving deliberately, he stayed hidden behind the green hedges with his tail peeking above like a shark fin.

His stress slowly abated and his body relaxed as his mind focused on observing ponies as they passed by; nonethewiser to his presence.

The ponies were less like people too him, and more like the passive animals he was more comfortable being around.

The beaten dirt path transitioned into cobblestone roadways the further into town he strode, until he ran out of bush to hide behind.

Too distracted by the beginnings of a market square, Atchmon emerged from his hidey hole. He felt exposed from being out in the open, and forgot to take stock of his surroundings; having appeared from the hedges right in front of a very confused-looking mare.

Atchmon balked and stood frozen with the carrot-topped mare matching his reactions.

Atchmon and the mare stared at each other for an uncomfortably long time, until she slowly backed away, smiling sheepishly as Atchmon did the same.

No pony seemed to be running off screaming at the sight of him. In fact, hardly anyone paid him any mind other than the few who exchanged a greeting, or a smile, and a foal who stared up at him with a gaping mouth like all babies tend to do.

The ponies were so much like people, but there were little reminders of their animal-like nature that caught Atchmon's attention.

As the foal from earlier demonstrated when it got bored with staring at him and went to go suck on a mare's teat. The foal's mother was busy conversing with another mare who also had a foal nursing on her as well.

They both acted so normal, ignoring their children as they suckled between their hindlegs.

Neither lost a stride in their conversation, which was something about a mutual friend of theirs losing her stallion to another mare who the pair disliked.

Apparently that 'herd wrecker' would "raise her tail to any stallion who'd mount her."

Atchmon missed the rest of the conversation as he strode on, and bumped into a stranger who was busy loading up his cart. The wrinkly equine looked more like a donkey than a pony.

The donkey growled. "Hey, why don't you watch where you're goin'!?" He scolded, looking annoyed. "All you young people think you own the road!"

"Sorry, wasn't payin' attention," Atchmon apologized sheepishly. He could see that the donkey was an old codger, making him less of a threat and more like the familiar old-folks in town. Some of the old codgers back home did little more than sit on their porch heckling passerbys, while others just gave a friendly wave.

"I'd say you weren't," he gruffed while pushing bags of groceries into his wagon.

"Sorry, I'm-uh new around here," Atchmon explained nervously, watching the simmering old jack.

"And? What'dya want from me, a housewarming present?" He snarked.

"Uhm-no?" Atchmon suggested.

The Donkey grumbled. "Listen, bub, I don't care where you're from, but around here, colt's know how to respect their elders; and I say you owe me a favor, given you lack enough sense to keep your eyes up front." He finished while giving Atchmon the stink eye... or maybe that was just how the old donkey always looked.

It was hard to tell.

Atchmon stood there blankly, not getting where the old donkey was going with that, until he gestured to the remaining grocery bags that had yet to be loaded.

Atchmon's attention rose in surprise. "Oh! You want me to help you with those?" He offered, despite knowing the answer already.

"What do you think?" The Donkey said ladonicly.

Atchmon huffed a laugh and sat down to use his hooves in loading the bags. He could see the paper handles were already damp with the Donkey's spit, and he wasn't about to put his mouth on it. Besides, using his new hooves weren't that difficult. He could still hook his hooves in the bag's loops, or pinch them with his wrists.

"Name's Doodle," the donkey offered his name. "Awe Tartarus, it's Cranky Doodle Donkey, go on, laugh and get it over with," Cranky frowned.

"Heh?" Atchmon scoffed a confused laughed and couldn't get out much more than that. "Uh, I'm Atchmon."

"Pleased to meet ya," Cranky greeted... crankily. "Weird name." He grumbled in addition without bothering to lower his voice.

'A talking donkey... don't ask him if he likes to make waffles. Don't ask him if he likes to make waffles!' Atchmon snickered at his thoughts while finishing up loading the cart.

A pair of pegasi flew overhead, distracting Atchmon's attention.

Cranky raised an eyebrow. "Ain't you ever seen a Pegasus b'fore?" He grumbled, wondering why the stallion stopped doing the work for him.

"Ah, no, there's not really any where I'm from," Atchmon answered, lifting another bag with his hooves for the old donkey.

That raised Cranky's brow removing some of his wrinkles, but he dismissed it just as quickly; dropping his brow and bringing them back. "Huh, well you best stop gawkin' or they'll think yer peekin' at their undercarriage; know what I mean?" He hinted with a raised brow again.

Atchmon huffed a laugh. "Yeah I got it, thanks, have-uh, have a good one." He shifted back to leave, and gave a curt wave to the donkey for the sake of being polite.

"No problem, take care now." Cranky shook his head at the newcomer as Atchmon trotted away. "That colt's gonna get more attention than he can handle if he keeps that up." he grumbled, watching Atchmon leave without taking his eyes off the pegasi.

This was good. So long as Atchmon kept the interactions to a minimum of one stranger at a time, he'll do great.

Preferably if that one encounter was every other hour.

Atchmon wandered through the market while doing his best to stay out of other ponies way. Which was nigh impossible as they sometimes lined across the street waiting for their turn at a stall to buy whatever product it sold.

As the stallion trotted between each stall, he couldn't help but listen in on what the shoppers and shopkeepers were saying.

"I'll give you three Bits for a bundle of cabbage," the blue coated, yellow maned Unicorn mare offered.

"Sorry, I can't part with any for less than four, we had a bunny ruin most of our patch this harvest," the green coated, darker green maned Earth Pony mare shopkeeper explained.

"How about five Bits, and you throw in a crate of spinach with it," the shopper counter-offered.

"Make it six Bits and you got a deal!" The shopkeeper mare chirped, then handed the crate of spinach over to the other mare while she in turn handed over the Bits; having agreed to the price after a brief consideration.

Hagglers!

They bid each other good day, and the shopper mare went away with her newly purchased goods.

Atchmon brimmed with excitement. It was rare to find anyone willing to work out a deal. Years of negotiating down independent firework stands, amateur hunters out of their like-new equipment, and little kids with their video games at yard sales were all finally going to pay off!

He always hated how everything was priced all the same back in his world. Especially when he knew most products would eventually be sold at a fraction of what they normally went for, not to mention how much food big businesses threw out every week; a clear testament to their greed that corporations would rather throw good food in the trash, rather than sell it at a lower price and not waste any of it.

The mare that was buying saved herself a couple of Bits, and that was a couple that could be put towards another purchase. Plus the cashier made a little more money than if she just stayed firm on both her prices.

Everyone goes home happy.

"Can I help you find anything?" The shopkeeper asked, shocking him out of his thoughts.

"Oh, no, I'm jus' lookin' around," Atchmon said nervously, while fighting his instinct to run away back to Rarity's house.

"Okay, my name's Leafy Green, let me know if you need anything," she chirped from behind the counter.

"I will," he replied, feigning her perky nature. He saw the green mare had a heart-shaped head of cabbage on her flank when she turned to move some inventory.

Leafy turned back and saw the stallion leaving her tent, then put on a dreamy smile as her eyes roamed over his physique, before balking at his bare flank. She looked pitiful for him as he trotted away.

Atchmon moved on to look and listen in on the other stalls. Some had signs that stated what goods were selling for what prices. A few shops were firm on the price of their goods, while others were more flexible; especially if they carried a variety. A bidding war broke out over the last cherry a gruff-looking stallion was selling. It sold for twenty Bits to a matured pink Earth Pony mare, who kept her nose turned up at everyone around her.

The crowd whined and sighed in defeat, having lost against the rich mare.

"Let's go, Randolph, I haven't got all day," the mare drawled snobbishly, and trotted off without her butler.

The clearly senior stallion struggled to hold all her dozens of purchases, while also collecting the single cherry from the stall. Randolph had multiple boxes stacked atop his back, along with several bags being held in his mouth. "Right away, ma'am," he said around a mouthful with his legs shaking under the weight of his burden.

The other ponies didn't seem to care or take notice of the poor stallion's struggle.

"He always runs out of cherries from Dodge Junction, why can't he order more?" One of the shoppers complained.

'Supply and demand.' Atchmon thought. 'He's playing it smart, keeping the orders low so people will pay extra to have the privilege of getting some.'

"That's why it's best to get here early, before they're all gone," another shopper sighed. "Or you can pay the extra fee and have him order some for you directly."

"But that's too expensive!" The other shopper whined.

'Yep.' Atchmon agreed silently. 'Buying from a middle-man or third-party always costs way more, the only upside is you get exactly what you're looking for; assuming the person you're dealing with knows their trade. That guy must be the only one able to get those cherries freighted to him, or there could be a familial connection with the supplier; you never know with these sorts of things...'

Small businesses tended to be connected in some way, or another. Usually through family in his experience.

Atchmon continued to browse around, seeing what other wares were sold; and occasionally removing himself from the street until the crowd cleared, or until he was comfortable to move again.

He wandered the street with ponies cantering or trotting to and fro around him, until the next stall drew his attention.

Carts, wooden buckets, and barrels full of apples surrounded the stall, which was of course was decorated in an apple motif; like how many of the other shops did, leaving no question as to what the they sold.

The shop owner was a mare who's mane shined in the sunlight like fields of golden wheat, her coat was a unique shade of orange he'd never seen on a pony before. Like fresh squeezed orange juice on a bright early morning.

Before he knew it, Atchmon was standing in the middle of the street, right in front of her stall.

"Lookin' t' buy some apples? We're sellin' our premium stock at half price now, better get'em b'fore they're gone!" She smiled at him.

"I don't have any money on me, sorry," he answered sheepishly, feeling awkward talking to the mare while standing too far away for casual conversation. So he moved closer.

'Her voice sounds familiar. Was she the one looking for Rarity? Then again, it could've been anyone; a lot of the ponies around here carried an accent.'

A green-apple coated elderly mare inserted herself between them. "Well hello there, friend; who might you be?" She asked with interest.

Atchmon was so distracted by the blonde mare, he never noticed the older mare. Her hide looked to be hanging off the poor elderly's bones, making her seem weighed down by her years.

Atchmon's attention rose in surprise. "Oh-uh, I'm Atchmon, I'm new in town," he recovered.

"A newcomer, eh?" The elderly mare came closer. "And what brings such a strappin', young stallion such as yerself to our town?" She asked while resting her chin on a hoof; as if expecting for him to say something interesting.

The blonde mare rolled her eyes at the elder's antic. "I'm sure he's got more important things than to get ogled by you, Granny."

Granny waved her off. "Oh hush, I'm sure he don't mind a little twitterpated filly like me givin' a fine stallion like him the attention he deserves," she went back to him. "You don't mind do ya, sugarcube?" She asked sweetly.

'She's just like my Nanna.' Atchmon smiled bashfully. "Nah, I don't mind." He chuckled.

Grrrrrrgle!

Atchmon's stomach begged for attention, and he was sure the orange mare heard his belly's demands; seeing her glancing at his midsection.

'How can I be hungry already, I had such a big breakfast!?' He thought in embarrassment.

"Land sake's fella, what's a matter with you; ain't ya like eatin'?" Granny rose up in surprise, noticing the stallion's ribs showing. "AJ, get the feller somethin' b'fore he keels over from starvation!"

"Would you like to try a sample?" The country mare offered.

"Well... sure, okay," he agreed with a nonchalant shrug, after a moment's consideration.

The sweet scent of baked goods teased his senses. He could almost taste the gooey goodness within the pies and strudels that were lined along the shelves of the cart.

The orange mare instead gave him an apple, balancing it perfectly on a hoof. "Here ya go, enjoy." She chirped and tossed it to him.

Atchmon fumbled with the apple a bit before pinning it against his chest. "Thanks!" he said gratefully and bit into the fruit. It was by far the crunchiest, juiciest apple he ever tasted. Somehow his pony tongue made the treat taste even more delicious. "Mmm, that sure was good," he licked his lips clean, savoring every last bite.

"If you want some of our baked goods, you can always put an order in a we'll make 'em by the dozen; we'll have 'em in the next day when the market's open," She informed. "We can make whatever you like, jus' let us know what'chu want."

"I sure will, thanks again," Atchmon nodded excitedly, unable to look away from her striking green eyes.

Granny inserted herself again. "So, Atchmon, was it; you got yerself a marefriend?" She asked curiously.

Atchmon looked down, the painful blow to his heart was too much to hide. "I... don't." He winced. It felt like an admission of his failed relationship with Rarity.

AJ paid him no mind and whirled on her elder. "Granny, that's not polite or even professional conversation!"

"Oh hush you, I wouldn't be here at all to straighten you out, if'n you weren't flank deep at the bottom of a cider barrel." She scowled, putting AJ in her place; then turned back to Atchmon with a sweet smile. "Sorry you have to hear us squallerin', sugarcube; but I'll have ya know, my granddaughter here isn't attached either." She suggested deviously.

Both AJ and Atchmon reeled at that.

Atchmon stood motionless while failing to hide his discomfort, while AJ looked away, feeling the same.

It's obvious Granny was practically tossing her granddaughter at him, but Atchmon didn't have a clue what to do or say because of the awkward situation he was thrust into; all he really wanted was to get out of that situation fast.

AJ didn't look comfortable with the situation either.

Atchmon laughed awkwardly while rubbing his shoulder. "I need a couple days to get myself situated in town first before pursuin' anything like that," he stood up. "I gotta find some work first, I think." Atchmon finished thoughtfully, looking unsure of his own answer.

AJ breathed a sigh of relief. She was in no mood to entertain suitors, and she felt like horseapples from cider withdrawal, and knew she must've looked like Tartarus at the moment. So she couldn't blame Atchmon for not taking the bait.

"If work's what'cha need then come on over to Sweet Apple Acres; we'll put your back to work and feed ya ta boot!" Granny offered happily. "Ya look like ya need it." She mumbled under her breath. "I'll make sure my granddaughter gives ya a proper inner'duction to the farm." She hinted, while nudging his shoulder.

"Granny, you can't go given jobs to just anypony." AJ sighed.

Granny scowled at her. "Your brother's been pickin' up yer slack for too long now, and he's got a mare in his life; I won't have him prioritizin' the farm over his marefriend anymore." She turned to AJ and whispered. "B'sides, this fine feller looks like he's got a strong back, and no filly friend to feed 'em." She hinted.

AJ hung her head in defeat.

"Well, thanks for the offer, I'll keep it in mind once I get myself settled in," Atchmon said nervously; unsure whether he should take the generous Granny up on her offer. 'Best to wait and see what else is available. Plus, I don't know what I'd be good at anyway... no hands and all.'

Granny sighed. "Sorry you had to hear all that, AJ's been in a rough patch this last month; but she'll be back on her hooves by tomorrah, jus' you see." She finished, directing that statement at AJ, who nodded her head in resignation.

Granny looked between the pair. "Welp, we better get back to it; always nice to meet new ponies." She said before welcoming the next customer.

AJ shifted uncomfortably, seeing that the stallion made no motion to move on. "Okay... well, uh, I better get to sellin' the rest o' these here apples," she coughed awkwardly.

Atchmon stood there wanting to talk to her some more.

"Ahem, hint, hint?" She hinted, nodding passed him.

Atchmon followed her gaze and jumped to his hooves after seeing a line of ponies suddenly appear behind him; all waiting to make their apple purchases. "Oop sorry," he apologized to the crowd, then got up and wished the apple workers well. "Y'all have a good 'un; thanks again for the snack." He finished brightly and trotted away, occasionally looking back at the orange mare as she helped the next guest.

"Take care!" Granny chirped. "Looks like sompony's smitten for you, Applejack." She teased.

"You shouldn't go settin' me up with every available stallion that buys our apples, Granny," Applejack grumbled.

"Wouldn't need t', if'n you'd put yerself out there," Granny Smith cajoled.

Applejack sighed and rolled her eyes while filling a mare's saddlebag with apples. "Thank ya, come again!" She chirped, then huffed watching the stallion continue to browse nearby stalls. She winced at seeing his bare flank. "He ain't got a Cutie Mark though... weird." She said under her breath.

Atchmon trotted on, looking at all the unique buildings and architecture. The most impressive was the rotund tower that served as Ponyville's Town Hall.

He gazed, marveled, and laughed at how themed every building was. There were Cherry weathervanes atop an ice cream shop, Bowling Balls and Pins for a bowling rink, and a jester's hat-shaped building for a joke shop.

*Sniff! Sniff!*

Atchmon's nose caught a sweet scent in the air, and followed his sense, leading him to a gingerbread-looking building with a waffle-cone roof and a massive cupcake steeple perched atop the building like a second story tower.

'Sugarcube Corner' read the wooden, cupcake-shaped sign hanging on the corner of the building.

"Sure smells good over here," Atchmon said, while slurping up his drool.

Atchmon pushed open the bottom half-door, seeing ponies sitting and conversing over a sweet snack and shakes. There were also cakes, cupcakes, cookies, pies, and all sorts of baked things.

And then, he saw her.

The Pink Nightmare.

"I need a pound of sugar, stat!" Shrieked Pinkie Pie.

She rushed to get it herself--and in a blur--baked a large order of muffins for a grey-coated, blonde-maned mare.

She noticed Atchmon standing fearfully in the doorway, but the customer shifted to give her some money; blocking her sight of the front door.

Pinkie looked around, seeing that Atchmon had disappeared in the split second she lost sight of him.

The Pink confectioner shrugged and happily took the Bits into the register, then wished her customer farewell. "Enjoy, please come again; like you won't, because our muffins are so good." Pinkie stated nonchalantly while polishing her hoof. "Hmm, maybe too good." She added, scratching her chin in suspicious thought.

Atchmon tip-toed away from Sugar Cube Corner, his mind labeling it as a 'bad' place to go.

Once he put enough distance behind him, Atchmon was able to relax once more. The streets grew sparse with ponies the further away he trotted from the marketplace and town hall.

Occasionally he saw one or two ponies trotting around, entering or leaving their home, and some that were workers just cleaning up the town with pride.

He lost himself in exploration, paying no mind to his direction.

Eventually he found himself on the outskirts of town. The drone of marketplace babble grew quieter the further he went outside the city-limits. He soon found peace and quiet traveling along a quaint country road, leading to who knows where.

"Sure is beautiful," Atchmon sighed, admiring the picturesque landscape.

A vast lake stretched far and wide along the road. Its surface was like a mirror, reflecting the sparse white clouds and rolling hills far as his pony eyes could see. The waters were so clean and clear, he could see all the way down to the bottom of its depths, seeing schools of fish swimming in tandem just like the birds in the sky.

As his gaze drew back across the lake, a dark foreboding feeling washed over him; the peace and quiet from before, became a tense, suffocating silence.

Atchmon looked upon the EverFree forest, which neighbored the peaceful pony town like a creeping beast in mid-pounce, threatening to consume the innocent and defenseless village.

'Why would anyone settle so close to such a dangerous place... just like all those towns that sit at the base of a volcano, I'll never understand it.'

The overgrown trees arched above him like great gnashing jowls.

Atchmon stared beyond the trees, and into the gaping maw of the forest; feeling it drawing closer with its dark presence.

He stood as one pony, one being against its insatiable hunger.

"Atchmon?" A quiet mare's voice called for his attention.

The stallion snapped out of his trance. "Oh, uh, Fluttershy; right?" Atchmon brightened as the dark pull of the forest crept back where it belonged.

"I said your name a few times, you didn't answer," she said above a whisper, hiding behind her mane as if afraid she'd offend him.

"You did?" He started in equal confusion. "Sorry, guess I was thinkin' too loud," he chuckled at his joke and gave her an apologetic smile.

"Oh, I didn't interrupt your thoughts, did I?" Fluttershy looked genuinely worried that she'd slighted him.

"Nah, you're fine," he reassured her, while shifting to make himself smaller for her sake.

Fluttershy caught on to his shyness, which made her feel less self conscience. "What are you doing so far from town?" She asked in confusion.

"Jus' explorin'," he shrugged while looking around. "I really like your land; do you live around here?" he asked.

"Um, yes, my cottage is just around that bend," she gestured behind her in the direction Atchmon was headed.

He saw the tree-like house and birdhouses hanging on trees peeking out from the dense growth.

The pair stood awkwardly in silence.

Atchmon struggled to keep the conversation going; in fact, all his conversations with ponies that weren't Rarity were a struggle. Why does meeting new 'people' have to be so hard!?

"So-uh, what are you up to?" he asked.

"Oh, I saw you outside my window," she paused, as if checking to see if that was okay of her to do. "And you were just standing there, and I just wanted to check and see if you were okay; which I guess you are, okay I mean, if that's okay of me to say... okay?" She whimpered at the end, sinking further into herself.

Atchmon stared at her. He'd never met anyone so shy, timid, and submissive. She was like a puppy who'd been abused by terrible owners. Which made Atchmon want to reach out and cuddle the poor thing and let her know everything was going to be alright.

But Fluttershy's body language also caused his stallion side to subconsciously change his posture to a more stalwart stance, in order to reassure and protect the fearful mare from danger.

"So, um... Anyway, since you're okay, I gotta go to Twilight's Castle for some books." Fluttershy said in reserve.

"Uh... want me to walk with you?" Atchmon offered dumbly.

"Oh, you don't have to go through so much trouble for my sake," she declined.

"Nah, it's alright, I'll go back with ya," he turned to head the other way. "B'sides, it looks like there's a whole lot a nothin' out that way," Atchmon flicked his head at the vast rolling hills behind them. "And I hadn't seen the Castle yet."

Fluttershy shifted on her hooves as she considered his offer. "Well... Some company would be nice, if you really don't mind, that is," she said timidly while drawing circles in the dirt. "You still don't have to, but I appreciate the offer." Fluttershy looked away worriedly, as if expecting to be rejected.

"Nah, I don't mind," Atchmon shrugged nonchalantly. "You could tell me a bit about yourself and the town while we walk, if you want." He suggested.

"Oh, that'd would be-" Fluttershy started excitedly, before reserving herself. "Nice, thank you," she beamed gratefully. Her excitement got the better of her, and she tried to hide her cute little smile and blushing face behind her mane.

They strode together, following the road back into town.

Fluttershy kept glancing his way, and he'd glance back before she'd look away again.

They kept up the awkward exchange for an uncomfortable amount of time.

'I like your land? C'mon dude, you can think of something better than that. THINK!' Atchmon thought.

His attention eventually focused on the differences between Fluttershy and Rarity. The yellow Pegasus was taller by a large margin with a lankier frame, but still a head shorter than himself. She was deceptively frail, but Atchmon could tell that despite her being a pony, Fluttershy had legs and a rump that just wouldn't quit.

'Really? We're comparing pony butts now? I guess we should find out if her tits are bigger too while we're at it.' Atchmon thought sarcastically to his devious mind, while his eyes went side-long looking at where Fluttershy's thigh met her mid-section to see if he could; which, unsurprisingly, he couldn't.

Fluttershy's movements seemed to glide over the road as she trot, whereas he looked as though he were 'off-roading' in an ATV by comparison.

Atchmon stared in fascination at Fluttershy's beautiful swan-like wings, looking at the details of every feather; from fluffy down to her large Primaries.

Fluttershy noticed his stares and fidgeted uncomfortably at his looks.

Atchmon caught her discomfort and took a risk at starting a conversation with the mare. "Must be pretty nice to have such big wings." he said.

"Eeep!" Fluttershy squeaked, and shrank into herself.

Atchmon looked around in worry. "D-Did did I say somethin' wrong?"

"I, um, well, yes, or, no, I mean maybe; it- it isn't very polite to talk to a Pegasus mare about her wings," stammered Fluttershy. "Or their size." She barely croaked out in an embarrassed whisper.

"Is it like a Unicorn's horn?" he asked, getting a tight wince and rapid nods from the mare. "Oh, I'm sorry, I didn't know; people--I mean my people--Humans, I mean; we don't have wings or horns where I'm from." Atchmon struggled, trying to recover from his social faux pas.

Fluttershy's face lit up with interest and cooed in wonder; having forgotten her shyness for the moment. "Ooh, is that what your people is called; Huemons?"

"Yeah, but we have airplanes to fly instead," He added.

"Is that like an airship?" she asked curiously.

"You have airships; like big boats in the sky!?" He questioned excitedly, his face lighting up.

"Yup!" Fluttershy tittered. "But I don't like flying very much." She finished with a frown.

"Really?" He questioned in disbelief. "How come?"

Fluttershy looked self-conscience. "You promise to not tease me when I tell you?"

"I won't." He promised, leaning closer to hear.

"I- well, you see, I- I'm scared of heights." She blurted, her face scrunched tight and shoulders tucked in like she was expecting to be struck by a barrage of laughter.

Atchmon almost scoffed a laugh. "Wait, for real?" He questioned in disbelief, getting a nod from Fluttershy who still kept her eyes closed. "So... do you not fly, like, at all?" He asked, still in disbelief, feeling sorry for the sensitive Pegasus.

Fluttershy sighed in resignation and explained. "I do fly, just not very far from the ground; and it doesn't help that I'm not a very strong flier either..." she frowned.

"Well, I still think they're cool," He quipped, trying to perk the mare back up.

It worked. Fluttershy smiled demurely, trying to hide it behind her long, pink mane. "I am pretty good at gliding." She added.

"Makes me wish I had some," he commented. "If I did, then I'd prolly never touch the ground again." He said wistfully, then glanced at his wingless back.

'Would've been real awesome...' He thought, feeling disappointed.

Fluttershy smiled bashfully. "They're... okay, I guess; I hardly ever pay attention to them." She fluffed her feathers. "But my wings get tired after flapping them for awhile."

"Yeah I guess they would, I hadn't ever thought of that," Atchmon said, looking perplexed.

Fluttershy continued. "You have to preen them every day, or the bad feathers will mess up your flying, and it looks like you've just got out of bed; speaking of which, Rainbow Dash is a really strong flier, you'll hardly ever see her touch the ground." She smiled brightly.

Atchmon smiled, glad to see the mare opening up to him. But felt guilty at the mention of Rainbow Dash. The rainbow-haired mare seemed to take a liking to him after telling his story last night, despite the party he ruined.

'Hopefully all that mess is behind us, no reason to tell anyone I'm the reason Rarity didn't make it back sooner. '

There was a pause in the conversation, while Atchmon was distracted with his thoughts.

"Soooo... you like animals?" He asked out on a limb, remembering what Rarity told him about her shy friend.

Fluttershy beamed in excitement. "Oh yes, I just adore all the little critters, especially bunnies, ferrets, turtles, all of them... I love them all so much, it makes me sad knowing they won't all get the care, and attention they deserve," she sniffed, then put on a hard face. "But I'm gonna help as many as I can!" She finished with conviction, despite her whisper-quiet voice.

"I used to have a bunch of dogs," said Atchmon. "Gravy was my favorite, he always waited for me to come home from school; and there was biscuit, dumbest one of the litter. Had to put O.J. down for killin' some chickens," he finished idly.

"Oh no, that's awful!" Fluttershy gasped, clearly upset. "Didn't anypony try to rehabilitate him first, or switch O.J. to a vegetable diet so he wouldn't feel the need to eat other creatures?"

"Uh... no, that's just not how things are handled where I'm from," he replied. 'Can't imagine a dog bein' on a veggie diet.'

Atchmon thought, and gazed at the Everfree Forest as the trees passed by along their path. "What about dangerous animals from the forest, what do you do about them?"

"I care for them just like they were my own," Fluttershy answered. "I have a very strict 'no eating other guests in my home' policy'. So long as they follow that, they can stay until they're feeling well enough to leave," she finished.

"Really?" Atchmon question skeptically. "Even the big, scary, mean ones?"

"Some aren't so big, mean, or scary once you get to know them, but..." Fluttershy chewed her lip. "There are some animals in Equestria that can't be cared for or reasoned with," her ears wilted.

Atchmon thought back to all the huge creatures he's encountered. "Ever had anything big come near town?" He asked, thinking of some of the monsters he's seen before.

"Yes, we've had a few monster attacks in the past." She answered matter of fact.

"Do monsters attack the town very often?" He asked in concern.

Fluttershy looked up in thought. "Mmm, not really; there might be a stray Timber Wolf, or some other creature that wanders near town, but anything big like a Bug-bear or a Hydra is very rare," she explained.

Atchmon knitted his brows in confusion. "Huh, from the way Rarity was talkin', I'd've thought y'all'd've been havin' a disaster every other day."

Fluttershy tittered. "Oh, I'm sure she was just embellishing, Ponyville is as safe as any other town," she looked thoughtful. "Let's see... In the last few years we've had a cranky baby Ursa throw a tantrum in town; there was some damage, a roof or two was eaten, but nothing that couldn't be repaired," she thought for a moment. "Um... then there was the time Para-sprites ate most of the town--just inanimate objects, not any ponies-- at least, I don't think..." She corrected after seeing the expression of shocked alarm on Atchmon's face.

Fluttershy's snout scrunched while squinting one eye shut as she searched her memory. "Nope, I'm sure everypony was accounted for," she nodded and smiled happily at him.

As Fluttershy listed out far more attacks than Rarity ever bothered to mention, Atchmon's unease grew at the idea of being so much further down on the food chain.

"There was the time Queen Chrysalis tried to take over Canterlot. And there was that time Cerberus showed up, but he was just a poor, lost three-headed giant doggy. And then there was the giant marshmallow-pony during the Secretariat comet. The time all the apples at Sweet Apple Acres attacked, the time the tomatoes attacked instead, the time a Bookworm caused all the stories in the Golden Oak Library to become real. The time our whole town was under the mind-control of a Kelpie. Oh, and how could I forget Discord turning Ponyville into his Chaos Capitol of Equestria!" She finished excitedly.

Atchmon blinked at her wordlessly as she beamed happily at him for remembering so many; then Fluttershy remembered herself. "Oh my, I guess that is a lot in a short amount of time when it's said all at once like that... but that's just how life is in Equestria." She shrugged, thinking nothing of it.

Atchmon was a little shaken that the "baby" bear cub he and Rarity rescued was just one of a multitude of giant monsters roaming near the ponyvillian populace.

Ponies were basically horses. As he understood it. A purely prey species. It only made sense that monsters would go where the food is.

It was just nature's way: Big things ate small things, and there was nothing Atchmon could do to change that. He understood that any wild animal could've eaten, or mortally injured him. But as a human, animals were usually avoidant of humanity; choosing to run or hide in the presence of Man. Sure, there was the occasional--but still rare--animal attack; Atchmon couldn't see why Ponies couldn't dominate their world the same way as human-kind.

They weren't that different.

Fluttershy may be naive, but she gave him some insight into what it's like to live in Equestria.

The beaten dirt path transitioned into cobblestone road as they entered into town.

Fluttershy looked to see Atchmon staring at the ground pensively. "I'm sorry, I didn't mean to upset you," she bit her lip. "If it makes you feel any better, it's not always monster attacks; sometimes there are magical non-monster incidents too. Like when my friends and I found an Enchanted Spring and became the mean versions of ourselves, o-or the time Rarity was possessed by Nightmare Moon and tried to take over everything with her army of darkness." She suggested, trying to perk up the stallion's mood and failing. "Oh wait, I guess that last one doesn't really count." Fluttershy frowned.

"It doesn't, but thanks for tryin'," Atchmon barely mustered up the ghost of a smile for her sake, then realized too late what she said about Rarity. "Wait, whut?"

Fluttershy winced and grit her teeth trying to salvage the moment. "I know it sounds bad, but my friends and I are always there to save everypony if the worst should happen," she reassured him. "And hardly anypony ever gets seriously hurt."

Atchmon smirked at her in disbelief "Rarity told me a bit about you guy's adventures; I always thought it was all too unbelievable," he sighed. "Makes me wonder, what if you aren't around?" he questioned. "Who protects the town then?"

"I know we can't help everypony, every where, at all times," Fluttershy sighed sadly. "Sometimes there's an attack on a pony who's travelling alone; that's why it's usually safer to trot mostly during the day, or with a herd... usually." She trailed in thought.

"Guess I'm jus' too used t' bein' on top of the food chain," Atchmon said thoughtfully.

The pair rounded the street. "Oh wow; how did I miss that!?" Atchmon gasped in amazement as he looked upon Twilight's Castle. The road stretched straight up to the purple, crystalline structure. The tree-like crystal tower was impossible to miss, but Atchmon's detour around town kept all the buildings blocking his view.

It was worth it for such a breathtaking reveal.

The pair followed the road leading up to the castle. Atchmon felt more comfortable being on the crowded street with Fluttershy by his side. His anxiety held itself at bay while he lost himself in the thrill of exploration; looking at the few remaining shops, before the district transitioned to more tight-nit housing and living spaces.

As they entered the straightaway up to the castle, the town boomed with development going on along the roadsides. Construction crews were bustling to and fro, moving materials between each new housing project. The area filled with the sound of saws sawing, hammers hammering, and construction mares cat-calling.

"Bring that bare flank over here, baby; I'll put a mark on that rump!" One carpenter-mare beckoned, wearing a yellow hardhat, orange safety vest, and brown tool belt.

She was joined by the whoops, hollers, and whistles of her coworkers; who all were taking a lunch, sitting on a pile of building materials beside the road.

The only stallion construction worker with them just rolled his eyes and took a bite out of his sandwich.

Fluttershy knew they weren't talking to her. It'd been awhile for her fame as a model to wear off, so it could only be Atchmon they were directing their efforts towards. It wasn't right that he should be subjected to such unwanted attention.

Fluttershy turned to offer him some encouragement. "Don't listen to them Atch- Mon?" She finished in confusion, having lost the stallion next to her. Then turned around, seeing him conversing with the construction mares as they ogled him.

"Hey cutie, what's your name?" she asked, her tail swishing back and forth.

"Ha-heh-Atchmon..." He chuckled bashfully at the blue-collar mare, looking a bit love-struck with his tail swishing excitedly.

Fluttershy gasped in shock, seeing him falling into the nasty construction mare's trap. "Atchmon no!" She cried quietly and rushed to save him from their inappropriate touches.

"I'm staying at the Haybale Inn & Tavern, if you wanna see me later, Stud," The mare scratched his chin seductively.

"Ha-haha-ha," Atchmon laughed dumbly, almost drooling in lust, his tail stuck straight out at the contact as he melted into the scratches.

"What about the rest of us?" Another mare pouted. "Think you can handle the whole crew, sweetie?" She approached and turned to swish her tail, letting the soft fibers caress his shoulder.

"A workin' mare like me could use a big, strong, sexy Stud like you, honey; what do you say, Sugar? Feel like helpin' us let off a lil' steam later?" The third and biggest mare teased. Her massive size and muscular bulk could've mistaken her for a stallion, but her fair face could rival beauty models.

The draft mare easily put Atchmon to shame on size.

Atchmon felt full on twitterpated at the gaggle of mares before him as the female crew lavished him with attention. He didn't know what was going on, but he felt like he was in love with all of them; seeing hearts in his eyes. He could almost imagine himself floating; like he could fly away just from flittering his hooves.

Until Fluttershy came in to save him. "Atchmon no!" She butted her head against his flank, trying to push him away from the amorous mares. But her meager strength couldn't budge the love-struck stallion.

"Hey lady, that's our eye-candy; get your own!" The first mare growled with the others following suit, voicing their own annoyance.

"Yeah, get outta here!"

"Are you his mare-friend, if not then beat it, hussy!"

"What's it to ya, filly? He doesn't mind; so what's the problem?"

Fluttershy shrank away as if she'd been struck. Her body shook in fear before the stronger construction crew; but she gathered herself and took a breath; working up her courage to protect a stallion in need.

"Hey!" Fluttershy shouted with conviction, and gave a single flap of her wings so she hovered above the mare's heads; making herself more intimidating. "I know what you're doing, and you should feel ashamed of yourselves for trying to take advantage of a Stallion like that. I'm willing to let it slide this time, but if you don't stop; you'll give me no choice but to speak to your manager!" She finished firmly, without sounding unpleasant the whole time.

"Too bad for you, lady; but I am the head fore-mare here," said the first mare. "So what are you gonna do about it now?" She sneered.

The sandwich-eating stallion finished his lunch and whispered in his boss' ear. The Fore-mare nodded and said 'Uh-huh' and 'yeah' a couple times, before her eyes shot wide in fear.

Fluttershy crossed her hooves, looking down on the crew disapprovingly. "Well, what's it going to be?"

"Okay, okay, we'll stop; we didn't know you was close friends with Princess Twilight," stammered the Fore-mare.

"That's what I thought," Fluttershy nodded approvingly, before soundlessly landing back on the ground.

"Y-you really won't tell on us, will ya?" The Fore-mare asked worriedly. "I mean, you can't blame us for tryin'; i-it's just that time for a mare, ya know?" She suggested, nervously fidgeting with her construction helmet.

"You understand, right?" One of the other mares asked.

"We've been workin' so much tryin' t' meet our deadline, we jus' haven't had time for some fun," another explained.

Fluttershy felt sorry for the desperate mares. "I do understand, but you should know better than to take advantage of a Stallion like that." She looked sympathetic.

"We know, and we're sorry, okay? No harm done," said the Unicorn Fore-mare, before turning to her crew. "Alright lunch's over, back to work, ladies; I ain't payin' ya to stand around!" She shouted.

Everypony reluctantly picked up their tools and got back to work.

Fluttershy smiled at the lone construction stallion. "Thanks for your help."

The lone stallion nodded. "Anything for a friend of the Princ-" the stallion started to say, before Atchmon nickered in agitation, then put on a hard face at the more robust Earth Pony construction stallion.

Atchmon snorted indignantly, after having all those mares taken away from him by his competition.

"Easy pal, I don't want any trouble; was just helpin' you out," the construction stallion waved defensively. "Guessin' you never got used to 'the smell', eh?"

Fluttershy gasped, seeing the tension in Atchmon's shoulders and the mean look on his face. "Oh my, we should go, thank you again," she thanked the stallion, before making a draw to pull Atchmon away.

Atchmon nickered a growl and went with her. At least he got to keep one mare to himself.

As fresh air filled his lungs, Atchmon's head cleared. "Whoa, what was that all about!? I was about ready to tear into that guy!" He stated in surprise.

Fluttershy blushed. "Um, I know why, but it's a bit embarrassing."

"What? What is it?" He asked, wanting to know the answer.

She took a breath, readying herself for the question. "Atchmon, do Huemon mares have an estrus cycle?" She asked nervously.

Atchmon's brow furrowed in confusion. "Uh... no, they have a- OH!" His face lit up in realization as his thoughts caught up with him. "You mean to tell me those ponies were in heat!?" He blurted in disbelief.

Fluttershy squeaked in embarrassment at the lewd conversation. "Eep! W-well two of them for sure," she said quietly.

The two continued to trot towards the castle while Atchmon stared at the ground in contemplation, trying to fully grasp the new experience.

Fluttershy matched his thoughtful pace. If they talked about animals then she wouldn't have an issue, but explaining the 'Birds and the Bees' to a full grown stallion was just too embarrassing for her.

'Wait that's it!' Fluttershy thought. 'It's just biology!'

"So you've n-never smelled a m-mare when s-she's..." Fluttershy stammered as her feigned confidence wavered.

"No! Well, I mean, not before now!" Atchmon blurted defensively. "So that's what, uh--what's it called--estrogen smells like?" He asked while his fascination at the new discovery grew.

Fluttershy regained her composure and spoke like Twilight giving a lecture. "No, estrogen is the hormone produced by the female's ovaries into developing their bodies into bearing offspring. What you smelled was her pheromones," she explained intelligently.

"I didn't even realize... I jus' wanted to talk to them, they seemed... nice?" Atchmon trailed in thought. Why did he think that? What was 'nice' about them? Atchmon couldn't put his lack of a finger on it. "All I remember was them calling me over, and then all I could think about was wanting to be around them."

Fluttershy gave him some encouragement. "It's not your fault," she looked away and put on an adorable scowl. "And they weren't being nice, calling you the s-word, and flagging their tails like a bunch of--ugh--like a bunch of floozies!" She blurted in frustration, then stuffed a hoof in her mouth.

A mare walking by had to cover her foal's ears at Fluttershy's obscenity; earning a disapproving look from the mother.

"Oh, excuse my language!" Fluttershy apologized.

Atchmon barely paid attention, being too deep in his thoughts from how easily he'd lost control of himself. "Huh... that's kinda scary, like, how am I ever gonna know when I'm smelling a mare in heat?" He asked openly.

Fluttershy patted him on the withers. "You'll get used to it in time, and by then you'll be able to recognize those feelings and know how to control those urges; instead of letting them control you." She finished encouragingly.

Atchmon didn't feel so sure, but gave her a grateful smile. "Thanks Fluttershy." He voice sounding genuine.

Fluttershy looked away bashfully, her cheeks tinted pink.

The pair reached the base of Twilight's Castle, standing before the great double doors.

"Wow, it's huge!" Atchmon gasped in amazement, and quickly trotted up the stairs with his sense of adventure taking over. He turned to the side to see if Fluttershy was following him. "You comin'?" He asked, seeing her staring wide eyed at him.

"Eep!" Fluttershy squeaked, trying to hide behind her pink mane. "A-A-Atch, y-your thing is..." She pointed below his belly, keeping her eyes tightly closed.

Atchmon looked to the side, and saw his cock dangling thickly beneath him. He quickly shielded himself away from her eyes. "Ah, sorry, sorry, sorry, I didn't know!" He apologized profusely. "C'mon go down, go down--Er--up, I mean up!" He whispered to his junk.

His penis slowly retracted back into its sheath. Atchmon breathed a frustrated sigh of relief. "Sorry you saw that." He mumbled in shame.

Fluttershy felt bad for him, knowing he had to be going through so many hormonal changes, in addition to the changes to his physical body.

"It's okay Atchmon, I know it's because of those mares from earlier," she blushed. "And sometimes, when a stallion d-drops like that, it just means you're comfortable and relaxed; so I know you can't help it, and I shouldn't make a fuss over it." She said encouragingly.

Fluttershy fought to avert her gaze from the knobby head if his member, which had yet to dissappear within his pouch.

"Sorry about that again," he apologized guiltily. "You ready to head inside?" He offered, half-expecting her to turn him down.

"Yup!" Fluttershy chirped, forcing a smile for his sake.

While Atchmon opened the door for them, Fluttershy took the opportunity to fan her rump by flapping her wings, trying to dry off some of the dampness back there.

"Oh no, not me too..." She whispered, feeling a twitch beneath her tail.

"Sorry, did you say somethin'?" Atchmon asked.

"No n-nothing!" Fluttershy said in a forceful whisper before rushing ahead to enter the castle.

As she flutter-galloped away, Fluttershy's tail brushed up against Atchmon's nose. Her smell affected him just like the mares from earlier as he breathed in the tiny traces of scent lingering in her wake.

"Ah c'mon, you just went back in!" Atchmon groaned quietly at his junk. It drooped down, as if disappointed to not find any mare around.

Atchmon released a frustrated sigh, and entered the Castle.

Author's Note

I originally didn't plan for Fluttershy to be in this chapter, so there was quite a bit of adjustment to be made there. But she did give the oportunity to sprinkle in more of Atchmon's point of view.